LVSLas Vegas Sands

You disclose that the VML subconcessions agreement expired on December 31, 2022 and that the Gaming Assets reverted to, and are now owned by the Macao government. You further disclose that effective January 1, 2023, the Gaming Assets were temporarily transferred to VML for the duration of the Concession in return for annual payments.

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Please tell us how you accounted for transfer of the assets to the Macao Government on December 31, 2022 and the subsequent temporary transfer back to VML for annual payments. Within your response, please reference the authoritative accounting literature management relied upon.

In response to the Staff's comment, the Company advises that until December 31, 2022, the Gaming Assets (as defined below) were property and equipment of Venetian Macau Limited (“VML”), an indirect subsidiary of the Company. In accordance with the terms of VML’s Subconcession contract, the Gaming Assets automatically “reverted” to the Macao government upon its expiry at midnight on December 31, 2022.

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However, because VML had been awarded a new gaming Concession effective January 1, 2023, the Gaming Assets were instantaneously transferred back to VML from the Macao government for the duration of VML’s new Concession (10 years). The Company continued to recognize the Gaming Assets as assets of VML because VML never lost possession or the right to control, use and earn income from them. Said another way, control of the Gaming Assets never transferred to the Macao government. This results in a model similar to a failed sale-and-leaseback in which the assets remained on the books of VML. No

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Securities and Exchange Commission consideration was received by VML from the Macao government as a result of the reversion and therefore there is no financing to record; the payment obligations to the Macao government were attributed to the gaming rights contemporaneously received and as such, the Company recognized an intangible asset on January 1, 2023 for the right to operate the Gaming Assets. Refer to below assessment for the treatment of the Gaming Assets.

Background Information

In December 2002, VML, entered into a gaming subconcession agreement (the “Subconcession”) with Galaxy Casino, S.A. ("Galaxy"), which was approved by the Macao government. The Subconcession allowed VML to develop and operate certain casino projects in Macao until June 26, 2022 and was subsequently extended to December 31, 2022. Pursuant to the extended Subconcession, at the end of the term on December 31, 2022, all of VML's casinos including gaming areas and supporting gaming areas as listed (the "Casinos") and gaming-related equipment (the “Gaming Equipment,” and together with the Casinos, the “Gaming Assets”) were automatically transferred to the Macao government without compensation to VML. In December 2022, VML was awarded a 10-year gaming concession by the Macao government (the “Concession”) ending on December 31, 2032.

On December 30, 2022, VML, Venetian Cotai Limited ("VCL"), Cotai Strip Lot 2 Apart Hotel (Macau) Limited ("CSL2") and Venetian Orient Limited ("VOL"), all indirect subsidiaries of the Company, signed a reversion deed to revert the legal ownership of the Gaming Assets to the Macao government without any compensation on the expiry of the Subconcession on December 31, 2022. Also on December 30, 2022, VML signed a handover record with the Macao government to receive the temporary transfer of the Gaming Assets to VML for its enjoyment, fruition and use by payment of an annual fee to the Macao government based on annual rates as defined in the handover record and illustrated below and total square meters of the gaming area and the supporting area over the new concession term (the "Handover Record"). The Handover Record was effective January 1, 2023, which occurred immediately after the Gaming Assets reverted to the Macao government. The Casinos and the Gaming Equipment are located in Sands Macao, The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao and The Parisian Macao, with a total area of approximately 136,000 square meters (representing approximately 4.7% of the total property area owned by these entities) and are a physically distinct portion of our integrated resorts. While the Gaming Assets are physically distinct, they form part of the overall integrated resort offering that features premium hotel accommodations, gaming, entertainment and retail malls, convention and exhibition facilities, restaurants and other amenities.

During the Concession term, any replacements, improvements and maintenance costs related to the Gaming Assets will be borne by VML. Legal title for the Gaming Assets reverted remains with the Macao government, but VML will have legal title to any new purchases and replacements; however, these assets will revert to the Macao government at the end of the Concession as they are subject to a reversion clause in the Concession.

Management's Assessment

Treatment of the Gaming Assets as of December 31, 2022

The Company believes the reversion of the Gaming Assets, as well as the Handover Record, should be treated as a single transaction arising from entering into the Concession as the contracts have a single commercial objective.

As VML transferred legal title of the Gaming Assets to the Macao government and instantaneously obtained an exclusive right to operate the Gaming Assets for the duration of the Concession, the Company assessed the transfer of control over these assets. As control was not transferred to the Macao government, these transfers were akin to a failed sale-and-leaseback.

Under ASC 842, a sale-and-leaseback transaction involves the transfer of an asset by an owner (“seller-lessee” being VML) to an acquirer (“buyer-lessor” being the Macao government) and a transfer of the right to control the use of that same asset back to the original owner for an agreed period. The seller-lessee and

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands buyer-lessor must determine whether the seller-lessee transfers control of the underlying asset to the buyer-lessor. If so, the transfer of the asset is a sale and both parties may apply successful sale-and-leaseback accounting.

For the transfer of an asset to be accounted for as a sale, ASC 842 points to ASC 606-10-25. The first analysis required the Company to assess if all of the contract existence criteria are met. If the existence criteria are not met, the transfer cannot be accounted for as a sale-and-lease back. Under ASC 606-10-25-1, the Company determined the Handover Record did not meet all of the contract requirements per ASC 606-10-25-1. Specifically, the Company noted the following:

a.The parties to the contract have approved the contract (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations. VML and the Macao government signed the Concession on December 16, 2022 and the Handover Record on December 30, 2022, and each party is committed to perform their respective obligations. (Met) b.The entity can identify each party’s rights regarding the goods or services to be transferred. Each party's rights regarding the Gaming Assets to be transferred are identified and documented in the Concession. (Met) c.The entity can identify the payment terms for the goods or services to be transferred. There are no "cash" payment terms for the transferred assets as VML is not entitled to any compensation from the Macao government; however, the absence of non-monetary consideration does not preclude each party from identifying the payment terms as the consideration is zero and is identified in the contract. (Met) d.The contract has commercial substance (that is, the risk, timing or amount of the entity’s future cash flows is expected to change as a result of the contract). Other than the additional payments related to the Handover Record, the timing and amount of VML's future cash flows as it relates to the operation of the Gaming Assets does not change as VML continues to generate revenues from the output of the Gaming Assets. Specifically, the nature, timing and configuration of the cash flows to be generated from the Gaming Assets have not changed as a result of the Handover Record and the Concession. The additional payments that VML is required to make per the Handover Record represent payments for the right to operate Gaming Assets in Macao and do not affect the cash flows from the Gaming Assets themselves. Additionally, VML's responsibility for the maintenance and improvements for the Gaming Assets did not change as a result of the Concession compared to the Subconcession. (Not met) e.It is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer (see paragraphs 606-1055-3A through 55-3C). VML does not have a present right to payment in exchange for transferring these assets to the Macao government as there is no consideration for VML to collect. (Not applicable)

The payments that VML is required to make per the Handover Record represent payments for the right to operate the Gaming Assets, as evidenced by the fact that the required payments made are associated with the Gaming Assets being operated, whether or not they are Gaming Assets that were subject to the Handover Record. That is, if the Company were to replace the Gaming Assets during the term of the concession, the Company would be required to make the same payment stipulated in the Handover Record even though these replacement assets were not subject to the Handover Record. Said another way, the Company is required to make the payments related to assets that are both legally owned by the Macao government and legally owned by VML. For these reasons, the Company believes these payments are not associated with the Gaming Assets subject to the Handover Record. Once these payments are removed and attributed to the right to operate Gaming Assets in Macao (an intangible asset as discussed further below), there is no change in the risk, timing or amount of VML's future cash flows resulting from the reversion of the Gaming Assets and the Handover Record. Accordingly, the Company has concluded the reversion of the Gaming Assets combined with the Handover Record, lacks commercial substance.

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Even if a contract were deemed to exist, in order for VML to derecognize the Gaming Assets, control of the Gaming Assets would need to have been transferred to the Macao government. Under ASC 606-10-25-25, to have control, the buyer-lessor must have the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Control includes the ability to prevent other entities from directing the use of, and obtaining the benefits from, an asset. The Company determined control was not transferred to the Macao government based on the following indicators:

•VML directs and uses the assets to provide gambling services, which in turn provides revenue to VML. The Macao government does not use the assets to provide goods or services.

•VML, and not the Macao government, directs and uses the Gaming Assets to attract patrons to its Integrated Resorts globally resulting in increased cash inflows across its hotel operations, food and beverage services, and mall, MICE and entertainment offerings in its Integrated Resorts.

•The Macao government does not have the exclusive use of the Gaming Assets as this right belongs to VML and it is VML who can prevent others from using it.

•The Macao government does not have the right to pledge the Gaming Assets as collateral, the right to sell or exchange the Gaming Assets or the right to use the Gaming Assets as nonmonetary consideration in a transaction with a third-party.

The Company also considered the control indicators in ASC 606-10-25-30, which further supports our conclusion that control of the Gaming Assets did not transfer to the Macao government due to the following indicators from the view of the Macao government (buyer):

•The Macao government does not have the risk and rewards of ownership as they are not responsible for maintenance, damage or obsolescence arising from the usage of the Gaming Assets. Additionally, the Macao government did not transfer consideration to acquire the Gaming Assets and therefore do not have any associated capital risk in which they would need to recover through charging rental payments or from the residual value of the assets. VML has the full risks and rewards of ownership of these Gaming Assets and any damage or obsolescence which requires repairs and maintenance, replacement and construction, etc. relating to these Gaming Assets are borne by VML.

•The Macao government does not take physical possession of the Gaming Assets as they are located within and are part of the Integrated Resorts and are in the physical possession of VML.

•The Macao government did not and is not making any payment in exchange for the Gaming Assets.

•The Macao government is not a party to any contract with the brand owners, manufacturers or suppliers of any Gaming Assets, including IP licenses, sale and purchase agreements, support contracts and warranty periods. VML is party to all such agreements in place from time to time.

Other considerations supporting the conclusion that control was not transferred to the Macao government from VML's perspective are the following:

•VML has the intent and does exclusively possess and control the Gaming Assets and can prevent others from using them. Furthermore, the primary output of the Gaming Assets is gross gaming revenue and VML is entitled to 100% of the gross gaming revenue produced from exploitation of the Gaming Assets.

The Company notes that under a typical sale-and-leaseback transaction the seller-lessee retains physical possession during the leaseback period. However, when a buyer-lessor transfers consideration in exchange for the assets, the buyer-lessor demonstrates risk and rewards of ownership. The buyer-lessor has risk since it advanced consideration (transferred assets) to acquire the leased assets. This investment in the acquired property is at risk and recovered through rents and the residual value of the property. Here, as the Macao government did not transfer consideration for the Gaming Assets, it has no risk related to the assets. Consequently, the only indicator set forth in ACS 606-10-25-30 that suggests control might have transferred is the transfer of title. The Company has concluded this is not sufficient to conclude control transferred and therefore the Company did not derecognize the Gaming Assets.

The below analysis is supplemental and provides additional support for the accounting conclusion that the transaction should not be accounted for as a sale and the Gaming Assets should not be derecognized.

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Notwithstanding the Company's conclusion that control of the Gaming Assets did not transfer pursuant to the guidance in ASC 606, the Company also considered the sale-and-leaseback guidance in ASC 842 to further assess if control of the Gaming Assets transferred to the Macao government. Per ASC 842-40-25-2, the existence of a leaseback (that is, a seller-lessee’s right to use the underlying asset for a period of time) does not, in isolation, prevent the buyer-lessor from obtaining control of the asset. However, the buyer-lessor is not considered to have obtained control of the asset if the leaseback would be classified as a finance lease or a sales-type lease in accordance with the guidance on when an entity satisfies a performance obligation by transferring control of an asset in Topic 606. When assessing the lease classification, the Gaming Assets are further broken down into their "individual lease components" being the buildings, inclusive of building improvements, and gaming equipment. ASC 842-10-25-5 indicates that “If a single lease component contains the right to use more than one underlying asset (see paragraphs 842-10-15-28 through 15-29), an entity shall consider the remaining economic life of the predominant asset in the lease component for purposes of applying the criterion in paragraph 842-10-25-2(c).” The predominant lease components are the buildings, inclusive of building improvements, and gaming equipment.

A lease shall be classified by the lessee as a finance lease and by the lessor as a sales-type lease when the lease meets any of the following criteria at lease commencement:

a.The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

b.The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

c.The lease term is for the major part of the remaining economic life of the underlying asset. However, if the commencement date falls at or near the end of the economic life of the underlying asset, this criterion shall not be used for purposes of classifying the lease.

d.The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments in accordance with paragraph 842-10-30-5(f) equals or exceeds substantially all of the fair value of the underlying asset.

e.The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

The gaming equipment has a remaining economic life of 1 month to 9 years. Per ASC 842-10-55-2(a), when determining lease classification, one reasonable approach to assessing the criteria in paragraphs 842-10-25-2(c) through (d) and 842-10-25-3(b)(1) would be to conclude that the lease term is 75% percent or more of the remaining economic life of the underlying asset. It is assumed that the Macao government will renew the Concession at the end of the term and the Macao government has the option to terminate the Concession only in year 8. Under ASC 842, the lease term includes periods covered by an option to extend (or not terminate) the lease in which the exercise is controlled by the lessor. Therefore, even for the assets with the longest economic life (10 years), the stated lease term of 10 years would still consume more than 75% of the economic life, and as such, the leases of the gaming equipment would be classified as finance leases, which indicates that transfer of the assets is not a sale (see additional discussion of lease term below).

The buildings, inclusive of building improvements, have remaining economic lives ranging from 1 month to 50 years and while the initial Concession term of 8 or 10 years is not for a major part of the remaining economic lives of the buildings, the Company concluded that there are significant factors indicating the lease term, for accounting purposes, is much longer than the term of the Concession and that VML will continue to have the right to operate the Gaming Assets, inclusive of the buildings and building improvements, in perpetuity. As noted above, ASC 842 provides that the lease term includes periods covered by an option to extend (or not terminate) the lease in which the exercise is controlled by the lessor. The Company believes the Macao government in substance has a lessor-controlled renewal option insomuch that it is highly unlikely the Macao government would not continue to renew VML's gaming concession (and the continued right to control the Gaming Assets). The following factors support the Company's belief regarding a longer lease term and the granting of future concessions to VML by the Macao government:

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1.Due to the positive impact that VML has on the economy and tourism in Macao (which is a requirement of the Concession) and given the historical investment as well as the committed future investment, it is reasonably likely that gaming will remain in the public interest of the people of Macao.

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We note your adjustments for hold-normalized casino revenue and expense to arrive at consolidated hold-normalized adjusted property EBITDA, hold-normalized adjusted property EBITDA for Macao Operations and Marina Bay Sands, and hold-normalized adjusted net loss from continuing operations attributable to LVS.

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Please tell us how you considered the guidance Question 100.04 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures in your determination to present these measures. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

It is reasonably likely that VML will continue to obtain an award of a new concession in the next tendering process upon expiry of the current Concession being December 31, 2032. This is supported by the current awarding of the Concession. Read in the reply ↗

We note your response to comment 2. We believe your adjustments for hold-normalized casino revenue and expense to arrive at consolidated hold-normalized adjusted property EBITDA, hold-normalized adjusted property EBITDA for Macao Operations and Marina Bay Sands, and hold-normalized adjusted net loss from continuing operations attributable to LVS are inconsistent with Question 100.04 of the Non-GAAP Financial

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Measures Compliance and Disclosure Interpretations. Please revise to remove the non-GAAP measures that include adjustments for hold-normalized casino revenue and expense.

The Company acknowledges the Staff’s comment and understands the importance of adhering to SEC disclosure requirements, especially in connection with disclosures involving revenues. The Company believes its use of non-GAAP measures that include adjustments for hold-normalized casino revenue and expense for its rolling baccarat programs in Macao and Singapore (the "Measure"), on a quarterly basis only, is in compliance with the Staff's interpretive guidance and provides important information to investors in a manner that increases consistency and transparency.

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In an effort to provide further clarity, the Company plans to redefine such non-GAAP disclosures to “Hold-adjusted” rather than “Hold-normalized,” which we believe better represent our rationale for using the Measure, and to consider ways to expand the definition and rationale for providing the non-GAAP disclosures in future disclosures.

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Securities and Exchange Commission

With many years of experience operating table games of chance in various markets, the Company’s management team identified that over longer periods of time, rolling baccarat table game win percentages trend within a consistent range, while the quarter-over-quarter win percentages can fluctuate outside of these ranges. This is due to: (a) the math inherent in the game of baccarat resulting in determinable win percentages based on decisions made by patrons; (b) the discrete ability to determine the volume of play based on the utilization of non-negotiable chips; and (c) high volumes of play over successive periods yielding predictable win percentage levels. Internally, management adjusts these amounts to improve comparability between periods. In an effort to enhance disclosure, improve transparency and help investors properly assess the underlying performance of the Company, the Company began reporting the Measure in the earnings release and the investor relations presentation for the quarter ended September 30, 2012. The Company has consistently and transparently reported this information only on a quarterly basis ever since for both its Macao and Singapore rolling programs. The Company does not report the Measure on a year-to-date or annual basis, as rolling baccarat table game volumes over longer periods of time will reflect a win percentage consistent with the expected range. The Company does not provide a similar Measure for its non-rolling table games primarily because more than one type of table game is included in such metric (e.g., blackjack, roulette, craps, pai gow, sic-bo, etc.) with different math and win percentages inherent in each game. In addition, non-negotiable chips are not used for non-rolling table games and the range in bet amounts allowed vary by table game and by gaming floor. These factors result in an expected non-rolling win percentage that cannot be determined with the same precision and reliability as with rolling baccarat table games.

Since the implementation of this methodology in 2012, as additional information has been collected from analyzing historical win percentages over time, new wagers have been introduced and player behavior has evolved, management’s expectations of the win percentage, which directly impact the Measure, have been updated to reflect these developments. The updated expectations have resulted in an increase in the expected range of win percentage. The increase is directly related to the introduction of side bets and the evolution of patron betting behavior.

In current filings, for the Company's operations in both Macao and Singapore, the Measure is calculated using the estimated incremental casino revenue related to rolling volume play that would have been earned or lost had the Company's current period win percentage equaled 3.30%, and such adjustments are applied only if the current period win percentage is outside the expected range of 3.15% to 3.45%. Throughout the period in which the Company has disclosed the Measure, the expected ranges and the win percentage to which the Measure is adjusted have been updated to reflect evolving player behaviors. Management has consistently evaluated these underlying inputs and has updated the Measure accordingly to ensure investors have the most reliable information available – the same information being used by management to evaluate performance.

The use of adjustments to account for variability in win rates is prevalent in the gaming industry. Many other industry participants employ terminology and methodology similar to the Measure. These disclosures are well understood by the investment community, who we believe greatly value the supplemental disclosure because it provides additional transparency and allows for better comparability and easier interpretation of the quarterly performance of companies in the sector.

While other registrants often discuss the impact of win percentage variances on their financial performance in quarterly earnings calls, we believe many of those disclosures may lack the transparency, consistency and rigor when compared to the reporting methodology of the Company. For example, other registrants may disclose only the specific impact on EBITDA of low or high win percentage in a particular quarter, without providing the necessary context such as the ranges that are in place to determine the impact or whether the adjustment relates to rolling play (where an exact measure of volumes of bets is available for the calculation), or non-rolling play (where the volume of bets is not as measurable and therefore the adjustment to the win percentage is less reliable). They also may selectively disclose the information, being silent on the topic when win percentage is a benefit, and calling out low win percentage only when the financials are negatively impacted.

The Company believes the Measure has many similarities to other non-GAAP metrics that are widely used. For example, many companies utilize a constant currency non-GAAP measure to enhance comparability for

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands the benefit of investors. In these instances, the companies adjust various financial measures (e.g., revenues, EBITDA, expenses, net income, etc.) to be comparable to previous periods. They accomplish this by multiplying the chosen measure by the exchange rates in effect during the period to which the measure is being compared. The Company believes this is consistent with the methodology used to create the Measure, as the applicable revenues are being adjusted using the win percentage (i.e., rate) observed in previous periods to improve comparability. Additionally, both measures are designed to give investors insight into the underlying operating performance of the business. We believe providing the Measure on a consistent and transparent basis is just as useful, if not more so, as other companies’ utilization of constant currency non-GAAP measures, which appear to have been acceptable based on Question 104.06 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

The Company believes the Measure is important to investors, which is why we provide consistent and transparent disclosure of the Measure on a quarterly basis whether it is an increase or decrease to revenue or adjusted property EBITDA. We believe our investors utilize the Measure and associated details in their modeling of our historical and future results, including the adjustment and continued evaluation and updates of changes to the expected range of win percentage. If we are required to discontinue use of the Measure, the Company would seek the Staff’s consideration of alternative methods through which the Company could provide similar information to investors. We believe it is important to continue to provide this information on a consistent and transparent basis to meet investor expectations generally, and specifically during this sensitive period during which our Macao Operations and Marina Bay Sands are only now recovering from the significant impact of the COVID-19 pandemic.

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We note your response to comment 1. We continue to believe your adjustments for holdnormalized casino revenue and expense to arrive at consolidated hold-normalized adjusted property EBITDA, hold-normalized adjusted property EBITDA for Macao Operations and Marina Bay Sands, and hold-normalized adjusted net income (loss) from continuing operations attributable to LVS are inconsistent with Question 100.04 of the

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Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Please revise to remove the non-GAAP measures that include adjustments for hold-normalized casino revenue and expense.

In recognition of the Staff's comment, the Company will remove the presentation of consolidated hold-normalized adjusted property EBITDA, hold-normalized adjusted property EBITDA for Macao Operations and Marina Bay Sands, and hold-normalized net income (loss) from continuing operations attributable to LVS from future filings.

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Securities and Exchange Commission

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The Company believes the foregoing is fully responsive to the Comment Letter.

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Please let us know if you have any questions by contacting the undersigned at (702) 923-9238.

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We note that a majority of your operations are conducted in Macao, a special administrative region of China. Please see the Sample Letter to China-Based Companies, available at: https://www.sec.gov/corpfin/sample-letter-china-based-companies, and revise your disclosure to address the legal and operational risks associated with being a Chinabased company, taking in to account your particular facts and circumstances.

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If you believe any of the comments in the letter do not apply to you, please explain why.

We acknowledge the Staff’s comment. We believe that the legal and operational risks associated with being a China-based company, as identified in the Staff’s Sample Letter to China-Based Companies (“Sample Letter”), either did not apply to the Company, were not material to the Company to warrant a separate discussion or were addressed in its Form 10-K for the year ended December 31, 2021, as further detailed below.

We do not believe certain risks identified in the Sample Letter were relevant and/or material to us for the periods covered by our Form 10-K for the year ended December 31, 2021,

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because neither the Company nor any of its subsidiaries, including Sands China Ltd. (“SCL”), have any variable interest entities (“VIEs”) or any material contractual arrangements with VIEs based in China, including Hong Kong and Macao. As described in Item 1 — Business — Our Company and elsewhere in the Form 10-K, the Company, through its 69.9% ownership of SCL, owns and operates a collection of Integrated Resorts in Macao. SCL is a holding company incorporated in the

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

Securities and Exchange Commission

Cayman Islands and conducts its operations in Macao through subsidiaries located in Macao. In addition, SCL has subsidiaries incorporated in Hong Kong and two subsidiaries incorporated in mainland China that provide back-office support for its business operations in Macao, such as information technology, accounting, hotel management and marketing services, which complement and support SCL’s main back-office functions in Macao. Moreover, we do not believe the Holding Foreign Companies Accountable Act and related regulations will affect us.

We recognize that a majority of our operations are conducted in Macao and we are exposed to potential legal and operational risks associated with operating in Macao’s hospitality and casino industry. In this regard, the Company believes its disclosures under Item 1A — Risk Factors of its Form 10-K for the year ended December 31, 2021, adequately addressed potentially material legal and operations risks in light of the Company’s particular facts and circumstances, such as the following:

•We are subject to extensive regulations that govern our operations in any jurisdiction where we operate.

•Certain local gaming laws apply to our gaming activities and associations in other jurisdictions where we operate or plan to operate.

•We may stop generating any gaming revenues from our operations if we cannot secure an extension or renewal of our Macao subconcession, which expires in 2022.

•Our Macao subconcession and Singapore concession can be terminated under certain circumstances without compensation to us.

•The number of visitors to Macao, particularly visitors from mainland China, may decline or travel to Macao may be disrupted.

•The Macao and Singapore governments could grant additional rights to conduct gaming in the future and increase competition we face.

•Conducting business in Macao and Singapore has certain political and economic risks.

•Our tax arrangements with the Macao government may not be extended on terms favorable to us or at all beyond their June 26, 2022 expiration dates.

•VML may have financial and other obligations to foreign workers managed by its contractors under government labor quotas.

•We compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor.

In addition, the Company believes it appropriately disclosed the material aspects of its business operations in Macao in its Form 10-K for the year ended December 31, 2021, including under Item 1 — Business — Regulation and Licensing, Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations and Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 1 — Organization and Business of Company; Note 10 — Long-Term Debt; Note 15 — Commitments and Contingencies; and Note 18 — Segment Information.

The Company will continue to monitor and evaluate the potential risks related to companies that have the majority of their operations in China and will consider expanding its disclosure of risks in future Form 10-K filings as warranted.

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Please revise your disclosure to include a reconciliation from GAAP-based consolidated net income to Consolidated adjusted property EBITDA in your MD&A. We refer you to Item 10(e)(1)(i)(B) of Regulation S-K.

We acknowledge the Staff’s comment. We currently present the GAAP-based consolidated net income to consolidated adjusted property EBITDA reconciliation in Note 18 – Segment Information in the Notes to Consolidated Financial Statements. To minimize redundancy in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), we elected to cross reference the required reconciliation to Note 18 in lieu of duplicating the reconciliation table. This cross reference is included in the first sentence of the Segment Adjusted Property EBITDA section in MD&A.

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We will revise our future filings to include the required reconciliation in the MD&A when disclosing the consolidated adjusted property EBITDA.

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The Company believes the foregoing is fully responsive to the Comment Letter. Please let us know if you have any questions by contacting the undersigned at (702) 923-9238.

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We note your response to prior comment 1; however, several disclosures cited in the Sample Letter are relevant to companies regardless of whether a VIE structure is used. These include, for example, legal and operational risks of having a majority of your operations in China, including Hong Kong and Macao, your ability to transfer cash in and out of China, Hong Kong and Macao, the potential for the Chinese

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government to exert significant oversight and discretion over the conduct of your business, and the Holding Foreign Companies Accountable Act. Your description of risks associated with operating in Macao's hospitality and casino industry are separate from risks that may adversely affect your operations if China were to exercise greater control over Macao. Therefore, as requested in prior comment 1, please refer to the Sample Letter and revise your disclosure to address the legal and operational risks and other disclosures associated with being a China-based company. If you believe any of the comments were already addressed in your Form 10-K for the year ended December 31, 2021, or do not apply to you, please explain why.

In response to the Staff's comment, the Company will revise the following risk factors as noted below (added text is underlined) in its future filings.

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

Securities and Exchange Commission

We depend primarily on our properties in three markets for all of our cash flow, and because we are a parent company our primary source of cash is and will be distributions from our subsidiaries.

We will not have material operations other than our Macao and Singapore

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properties after the completion of the sale of our Las Vegas Operating Properties in the first quarter of 2022. As a result, we are primarily dependent upon our Asia properties for all of our cash. Given our operations will be conducted primarily at properties in Macao and Singapore and a large portion of our planned development is in Macao and Singapore, we are subject to greater risk than if we were more diversified.

Additionally, because we are a parent company with limited business operations of our own, our main asset is the capital stock of our subsidiaries. We conduct most of our business operations through our direct and indirect subsidiaries. Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interests in our subsidiaries derived from the earnings and cash flow generated by our operating properties. Our subsidiaries' payments to us will be contingent upon their earnings and upon other business considerations, which may be impacted by the factors described above. For example, due to the impact of the COVID-19 Pandemic, we suspended our quarterly dividend program beginning in April 2020, and SCL suspended its dividend payments after paying its interim dividend for 2019 on February 21, 2020.

We also face risks and uncertainties associated with evolving Chinese laws and regulations, such as those associated with the extent to which the level of Chinese government involvement, control of capital inflows and outflows, control of foreign exchange and allocation of resources currently applicable within mainland China may become applicable to us. If, in the future, there were to be a significant change in the manner in which the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, China and Hong Kong, including the current interpretation and application of existing Chinese laws and regulations on how the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, China and Hong Kong, it could potentially result in our operations in Macao being materially adversely affected.

In addition, our Macao and Singapore credit agreements, under certain circumstances, may limit or prohibit certain payments of dividends or other distributions to us. We expect future debt instruments for the financing of future developments may contain similar restrictions.

Conducting business in Macao and Singapore has certain legal, operational, political and economic risks.

Our business development plans, financial condition, results of operations and cash flows may be materially and adversely affected by significant political, social and economic developments in Macao and Singapore, and by changes in policies of the governments or changes in laws and regulations or their interpretations. Our operations in Macao and Singapore are also exposed to the risk of changes in laws and policies that govern operations of companies based in those countries. Jurisdictional tax laws and regulations may also be subject to amendment or different interpretation and implementation, thereby having an adverse effect on our profitability after tax. These changes may have a material adverse effect on our financial condition, results of operations and cash flows.

Current Macao and Singapore laws and regulations concerning gaming and gaming concessions and licenses are, for the most part, fairly recent and there is little precedent on the interpretation of these laws and regulations. We believe our organizational structure and operations are in compliance in all material respects with all applicable laws and regulations of Macao and Singapore. These laws and regulations are complex and a court or an administrative or regulatory body may in the future render an interpretation of these laws and regulations, or issue regulations, which differs from our interpretation and could have a material adverse effect on our financial condition, results of operations and cash flows.

In addition, our activities in Macao and Singapore are subject to administrative review and approval by various government agencies. We cannot assure you we will be able to obtain all necessary approvals, which may have a material adverse effect on our long-term business strategy and operations. Macao and

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

Singapore laws permit redress to the courts with respect to administrative actions; however, such redress is largely untested in relation to gaming issues.

The Macao government approved smoking control legislation, which prohibits smoking in casinos other than in certain enumerated areas. Such legislation may deter potential gaming customers who are smokers from frequenting casinos in jurisdictions with smoking bans such as Macao. Such laws and regulations could change or could be interpreted differently in the future. We cannot predict the future likelihood or outcome of similar legislation or referendums in other jurisdictions where we operate or the magnitude of any decrease in revenues as a result of such regulations, though any smoking ban could have an adverse effect on our business, financial condition, results of operations and cash flows.

We also face various legal and operational risks and uncertainties relating to having a majority of our operations based in Macao and held by various Macao incorporated indirect subsidiaries of SCL, our Cayman Islands incorporated and Hong Kong listed majority-owned subsidiary. We also have subsidiaries incorporated in mainland China and Hong Kong that provide back office support, such as information technology, accounting, hotel management and marketing services, which complement and support SCL’s main back office functions in Macao. If, in the future, there were to be a significant change in the manner in which the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, China and Hong Kong, including the current interpretation and application of existing Chinese laws and regulations on how the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, China and Hong Kong, it could potentially result in our operations in Macao being materially adversely affected. Substantially all of SCL’s assets are located in Macao and substantially all of SCL’s revenue is derived from Macao. Accordingly, our results of operations, financial position and prospects are subject to a significant degree to the economic, political and legal situation in Macao. From December 20, 1999, Macao became a Special Administrative Region of China when China resumed the exercise of sovereignty over Macao. The Basic Law of Macao provides that Macao will be governed under the principle of “one country, two systems” with its own separate government and legislature and that Macao will have a high degree of legislative, judicial and economic autonomy. There can be no assurance, however, that economic, political and legal developments in Macao will not adversely affect our operations, or that there will not be a change in the manner in which regulatory oversight is conducted in Macao, if China were to exercise greater control over Macao. If any such change were to occur, it could potentially adversely affect our results of operations, financial position and prospects.

The Company believes the risk factor titled "We are subject to limitations of the pataca exchange markets and restrictions on the export of the renminbi," which was included in its Form 10-K for the year ended December 31, 2021, also addressed potentially material risks on our ability to transfer cash in and out of China, Hong Kong and Macao.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, is based in the United States and was not identified as a firm that the Public Company Accounting Oversight Board is unable to inspect in its determinations announced on December 16, 2021, pursuant to the Holding Foreign Companies Accountable Act (“HFCAA”). For that reason, we do not believe the HFCAA and related regulations will affect us.

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Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

The Company believes the foregoing is fully responsive to the Comment Letter. Please let us know if you have any questions by contacting the undersigned at (702) 923-9238.

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At the outset of Part I, provide prominent disclosure about the legal and operational risks associated with having the majority of the company’s operations in China (including Hong Kong and Macao). Your disclosure should make clear whether these risks could result in a material change in your operations or could significantly limit or completely hinder your ability to offer or continue to offer securities to

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investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. In addition, we note your supplemental response that the independent registered public accounting firm that audited your 2021 financial statements is based in the United States and was not identified in the determinations announced on December 16, 2021 as a firm that the PCAOB is unable to inspect. However, there is no assurance that future audit reports will be prepared by auditors inspected by the PCAOB and therefore in the future investors may be deprived of the benefits of such inspection. As such, please disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely your auditor, and that as a result an exchange may determine to delist your securities. Please also disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021.

In response to the Staff's comment, the Company advises the Staff that we will revise our disclosure in the Business section of future filings on Form 10-K to disclose (1) legal and operational risks associated with being based in or having the majority of the Company’s operations in China, (2) permissions or approvals required from Chinese authorities for our Macao operations, and (3) the possible effect of the Holding Foreign Companies Accountable Act on future audit reports.

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The Company also advises the Staff that we will include new risk factor disclosures in the Company's Form 10-Q for the quarter ending September 30, 2022 and in future filings of the Company's Form 10-K, which discuss the related risks. The new disclosures are set forth in Appendix A as they relate to the Business section and Appendix B as they relate to the risk factors.

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We note your disclosures regarding regulation and licensing relating to your gaming subconcession in Macao. Please tell us whether you are required to obtain any other permissions or approvals from Chinese authorities to operate your business, and if so, please specify them.

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Please provide disclosure stating whether you or your subsidiaries are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency that is required to approve your or your subsidiaries' operations, and state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Regarding cybersecurity, we note that you disclose that you are subject to laws and regulations related to privacy and cybersecurity under a risk entitled "Failure to maintain the integrity of our information and information systems . . . ". Please also describe the consequences to you and your investors if you or your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

Refer to comment (1) above. Read in the reply ↗

Provide a clear description of how cash is transferred through your organization. Disclose your intentions to distribute earnings. Quantify any cash flows and transfers of other assets by type that have occurred between you and your Chinese (including Hong Kong and Macao-based) subsidiaries, and the direction of transfer.

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Similarly, quantify dividends or distributions that a Chinese subsidiary has made to you or to U.S. investors, the source, and their tax consequences. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors and others outside of Macao, China or Hong Kong. Describe any restrictions and limitations on your ability to distribute earnings from your subsidiaries, to you and to and U.S. investors. We note your disclosure in your risk factor, "We are subject to limitations of the pataca exchange markets and restrictions on the export of the renminbi," regarding transfers of cash in and out of China, Hong Kong and Macao. However, this risk factor is limited to foreign exchange risk as it relates to the company's gaming operations and the remittance of renminbi from mainland China by gaming customers. As necessary, please update this risk factor consistent with this comment.

In response to the Staff's comment, the Company believes the disclosures included in its Form 10-K for the year ended December 31, 2021 (the “2021 10-K”), adequately addressed the Staff's comment. A copy of those disclosures is included in Appendix D to this response letter. The Company will, however, update the risk factor titled "We are subject to limitations of the pataca exchange markets and restrictions on the export of the renminbi" in its Form 10-Q for the quarter ending September 30, 2022, and future filings of its Form 10-K, as applicable, as noted in Appendix C.

Sands Macao | The

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Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

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We note your response that, because your independent registered public accounting firm is based in the United States and was not identified as a firm that the PCAOB is unable to inspect in its determinations announced on December 16, 2021, you do not believe the HFCAA and related regulations will affect you.

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Please expand your risk factors to clarify that there is no assurance that the HFCAA will not apply in the future and that trading in your securities may be prohibited if the PCAOB determines that it cannot inspect or investigate completely your auditor, which may result in the delisting of your securities by an exchange. Please also disclose that the United States Senate has passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of “non-inspection years” from three years to two years, and thus, would reduce the time before your securities may be prohibited from trading or delisted. Finally, update your disclosure to reflect that the Commission adopted rules to implement the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the Commission of its determination that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong.

Refer to comment (1) above. Read in the reply ↗

In light of recent events indicating greater oversight by the Cyberspace Administration of China (CAC) over data security, please revise your disclosure to explain how this oversight impacts your business and to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.

Refer to comment (1) above. Read in the reply ↗

Regarding your proposed revisions to the risk factor entitled "Conducting business in Macao and Singapore has certain legal, operational, political and economic risks," please address the risks of uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice, and add that these risks could result in a material change in your operations and could

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cause the value of your securities to decline significantly or become worthless. Also address any risks that any actions by the Chinese government to exert more oversight and control over offerings conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors.

Refer to comment (1) above.

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The Company believes the foregoing is fully responsive to the Comment Letter. We do not believe the fact that this additional information was not included in the Company’s 2021 10-K makes the 2021 10-K materially deficient. Rather, we are agreeing to provide these further disclosures as additional information that may be of interest to our stockholders. In this regard, we note that the Company will include all of the proposed updates to risk factor disclosures in its Form 10-Q for the quarter ending September 30, 2022.

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While the Company also intends to update the Business section in its future annual reports on Form 10-K in Part 1, we believe that the proposed risk factor updates, together with the Company’s 2021 10-K disclosures identified in Appendix D, address substantially all of the comments set forth in the Comment Letter. As such, the Company believes that no amendment to the 2021 10-K is necessary.

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

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Please revise disclosure provided in response to prior comment 2 to provide the basis for your conclusion that your Macao operations are not required to obtain any permission or approval from any mainland Chinese governmental authority. If the basis for your conclusion is the advice of counsel, please state this and identify counsel in your disclosure.

In response to the Staff's comment, the Company advises the Staff that we will revise our disclosure in the Business section of future filings on Form 10-K to disclose that the basis for our conclusion that our Macao operations are not required to obtain any permission or approval from any mainland Chinese governmental authority is based on the advice of our legal counsel, Haiwen & Partners.

Rest of the answer

The new disclosure was provided previously in the Company's response dated August 19, 2022, and is repeated herein in Appendix A with the newly inserted language underlined.

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

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We note your response to comment 3, including specific disclosure regarding the suspension of the company's quarterly dividend program in April 2020 and the suspension of SCL's dividend payments subsequent to February 21, 2020.

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Please provide additional disclosure that addresses more comprehensively how cash is transferred through your organization, whether through dividends or any other means, and quantify cash flows and transfers of other assets by type and the direction of transfer. In this regard, we note disclosure on page 11 of Sands China Ltd.'s prospectus dated July 7, 2021 that describes transfers of cash between Sands China and its subsidiaries that appears to be relevant to our comment. You should describe and quantify not only dividends but any other transfers or distributions, such as interest or principal payments on intercompany loans or advances and intragroup transfers of cash and other assets, between and among you and your Chinese (including Hong Kong and Macao-based) subsidiaries. Similarly, quantify distributions that a Chinese subsidiary has made to you or to U.S. investors, the source, and their tax consequences. In this regard, we note disclosure in your Form 10-Q for the quarter ending June 30, 2022 regarding an intercompany term loan agreement with Sands China Ltd. We also note disclosure in your 2021 10-K regarding unrestricted cash available to be repatriated to the U.S. and intercompany royalties and intercompany services. Quantify the amount, if any, of available unrestricted cash held by non-U.S. subsidiaries that was repatriated to the U.S., and quantify intragroup transfers of cash and other assets related to intercompany royalty and/or service arrangements. Finally, please disclose your intentions, if any, to resume the company's quarterly dividend program.

In response to the Staff's comment, the Company advises the Staff that we will revise our disclosure in the Business section of future filings on Form 10-K to describe how cash is transferred through the organization.

The Company undertakes to update the Business section in future annual reports on Form 10-K in Part 1, as follows, with necessary updates:

"Transfers of cash to and from our non-U.S. subsidiaries

We are primarily dependent upon our properties in Macao and Singapore.

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We are a parent company with limited business operations of our own, our main asset is the capital stock of our subsidiaries. We conduct most of our business operations through our direct and indirect subsidiaries. Accordingly, our primary sources of cash are royalties, dividends and distributions derived from the earnings and cash flow generated by our operating properties. Our subsidiaries' payments to us will be contingent upon their earnings and upon other business considerations, which may be impacted by various factors.

In addition, our Macao and Singapore credit facility agreements, under certain circumstances, may limit or prohibit certain payments of dividends or other distributions to us. We expect future debt instruments issued by our subsidiaries for the financing of future developments may contain similar restrictions.

Subject to applicable law, any future dividend payments will be made at the discretion of our board of directors, taking into account various factors such as our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors. There can be no assurance that dividends will be paid in any particular amount, if at all, for any given period. In addition, our ability to pay dividends is reliant to some extent on the dividends received by SCL. In April 2020, the Company suspended the quarterly dividend program due to the impact of the COVID-19 Pandemic. We will assess the resumption of the dividend program at a time deemed appropriate after taking into account all facts and circumstances.

The ability of subsidiaries to make distributions to us depends on the earnings and cash flow generated from gaming operations and various other factors, including compliance with certain local statutes, the laws and regulations currently and in the future applicable to our subsidiaries and restrictions in connection with their contractual arrangements. For example, our revenues in Macao are denominated in patacas, the legal currency of Macao, and in Hong Kong dollars. The Macao pataca is pegged to the Hong Kong dollar and, in many cases, is used interchangeably with the Hong Kong dollar in Macao. The Hong Kong dollar is pegged to the U.S. dollar. While currently there is no foreign exchange or capital

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands control restriction applicable to intercompany transactions between us and our Macao, Hong Kong and China subsidiaries, we cannot assure you that this will continue to be the case in the future and that our ability to convert large amounts of patacas into U.S. dollars over a relatively short period will not be limited. In addition, the mainland Chinese government also imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China by our subsidiaries incorporated in mainland China. If, in the future, foreign exchange or capital control restrictions were to be imposed and become applicable to us, such restrictions could potentially reduce the amounts that we would be able to receive from our Macao, Hong Kong and China subsidiaries. Our Singapore, Macao, Hong Kong and mainland China subsidiaries held unrestricted cash and cash equivalents of [$X billion] and restricted cash and cash equivalents of [$X million] as of [date], of which approximately [$X million] is available to be repatriated to the U.S. We do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise. The remaining unrestricted amounts are not available for repatriation primarily due to dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL.

Venetian Macau Limited, a subsidiary of SCL incorporated in Macao ("VML"), is also subject to a 12% complementary tax on dividend distributions to its shareholders from gaming profits. In May 2014, VML entered into an agreement with the Macao government that required VML to make fixed annual payments in lieu of paying this 12% tax (“Shareholder Dividend Tax Agreement”) through the end of 2018. In April 2019, VML entered into a renewed Shareholder Dividend Tax Agreement with the Macao government, effective through June 26, 2022. This arrangement is being reviewed by management for further extension.

Cash may be transferred between and among the Company and its subsidiaries through capital contributions, intercompany loans or advances, dividends, royalties and transfers of cash and other assets. The total net transfers to (from) the Company from (to) SCL were [($X)], $42 million and $739 million and from Marina Bay Sands were $[X], $37 million and $22 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Net transfers from SCL to its subsidiaries were [$X], $385 million and $469 million for the years ended December 31, 2022, 2021 and 2020, respectively. During the years ended December 31, 2022, 2021 and 2020, SCL made interest payments to the holders of the SCL Senior Notes in the amount of $[X], $352 million and $294 million, respectively. There were no interim principal payments on the SCL Senior Notes.

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

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The Company believes the foregoing is fully responsive to the Comment Letter. We do not believe the fact that this additional information was not included in the Company’s Form 10-K for the year ended December 31, 2021 (the "2021 10-K") makes the 2021 10-K materially deficient. Rather, we are agreeing to provide these further disclosures as additional information that may be of interest to our stockholders. As indicated in our prior communications, the Company will include all of the proposed updates to risk factor disclosures in its Form 10-Q for the quarter ended September 30, 2022. While the Company also intends to update the Business section in its future annual reports on Form 10-K in Part 1, we believe the proposed risk factor updates, together with the Company’s additional disclosures illustrated above, address all of the comments set forth in the Comment Letter. As such, the Company believes that no amendment to the 2021 10-K is necessary.

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We note that you provided more expansive disclosure in your CSR report than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in your CSR report.

The Company respectfully acknowledges that its corporate social responsibility (“CSR”) report, “Environmental, Social and Governance Report 2020,” contained more expansive climate-related disclosures than what was disclosed in the Form 10-K for the year

3355 Las Vegas Blvd. South, Las Vegas, Nevada 89109

The Venetian Resort Las Vegas | Sands Expo | Sands Macao | The Venetian Macao | Four Seasons Macao

The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

Securities and Exchange Commission ended December 31, 2020.

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The Company notes current SEC rules do not specifically mandate climate-related disclosure in the Form 10-K or other SEC filings, but such disclosure might be required if considered material to the Company. The Company also notes that certain information related to climate change is a focus area for some investors and as such, the Company voluntarily disclosed general information relating to our commitment to environmental sustainability, inclusive of climate change, in its Form 10-K filing. The Company intended such disclosure to be broadly informative and to alert investors of its focus on environmental sustainability and direct them to its more comprehensive CSR report should they be interested in additional information. The global CSR report, initiated by the Company in 2019, is meant to communicate to investors, suppliers, team members and other stakeholders the Company’s dedication to being a good corporate citizen and commitment to its people, its communities and the planet. The Company’s corporate responsibility platform represents our focus in a number of key areas that address the issues most important, while not material, to the Company’s team members, communities and other key stakeholders. As the Company does not believe the effects of climate change are material to the Company and its operations at this time, management respectfully submits the climate-related disclosure in the Company’s SEC filings to date is adequate and appropriate and its present intention is to continue this approach in future filings. Management will, however, continue to evaluate this emerging area, and, if warranted, will include additional disclosure in the future.

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We note the disclosure in your Form 10-K, proxy statement and CSR report that you are seeking meaningful environmental improvement through green buildings, environmentally responsible operations, and green meetings and events. If material, please quantify capital expenditures and compliance costs for these climate-related initiatives.

The Company’s capital expenditures with regard to climate-related initiatives are primarily focused on energy and water efficiency projects, which include, among others, building system technology to monitor and help reduce consumption, and LED lighting and HVAC systems to conserve energy. Climate-related program costs related to these initiatives primarily consist of payroll from the sustainability departments at our properties and third-party consultant costs.

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The Company has deemed capital expenditures and program costs related to climate-related initiatives incurred during the three years ended December 31, 2020, to be immaterial.

Comment 3.

If material, discuss the significant physical effects of climate change on your operations and results. This disclosure may include the following:

•severity of weather, such as floods, hurricanes, sea levels, extreme fires, and water availability and quality;

•quantification of material weather-related damages to your property or operations; and

•potential for indirect weather-related impacts that have affected or may affect your major customers or suppliers.

Response: The Company faces potential risks associated with the physical effects of climate change, which may include more frequent or severe storms, typhoons, flooding, rising sea levels and shortages of water, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows. To the extent climate change causes additional changes in weather patterns, the Company’s properties along the coast in Singapore and in Macao could be subject to an increase in the number and severity of typhoons and rising sea levels causing damage to these properties, while Las Vegas could be subject to extreme drought conditions leading to further water restrictions. Along with property damage, our property insurance premiums could increase as well as costs to operate our properties, including utility costs for water or energy. Additionally, these events and their aftermath could result in a temporary decline in visitation to our properties.

In recent years, our properties in Macao have sustained limited physical damage from three typhoons, as well as minimal interruption of business operations. In 2017, Typhoon Hato resulted in flooding, property damage and suspension of electricity and water, in which the electricity suspension impacted our Macao operations for approximately 47 hours. In 2018, Typhoon Mangkhut resulted in flooding, property damage and the suspension of gaming operations for 33 hours due to a Macao government mandate. In 2020, tropical storm Higos resulted in limited flooding and property damage. While these events caused property damage and resulted in temporary loss of business, the Company does not consider these events to be material as the financial impact was not material and the Company was able to recover the costs incurred to repair the physical property damage and lost revenues through its insurance coverage. To date, the Company has not experienced any severe weather events at its Las Vegas or Singapore properties.

The Company’s properties, similar to other businesses in the jurisdictions in which the Company operates, are exposed to potentially significant losses resulting from catastrophic events and severe weather conditions, which could be the result of climate change among a variety of other factors; however, the Company cannot predict the impact changing climate conditions will have on the Company’s business, financial condition, results of operations or cash flows. In this regard, in its Form 10-K for the year ended December 31, 2020, the Company included risk factors related to potential impacts of climate change such as “Natural or man-made disasters, an outbreak of highly infectious or contagious disease, political instability, civil unrest, terrorist activity or war could materially adversely affect the number of visitors to our facilities and disrupt our operations” and “We depend primarily on our properties in three markets for all of our cash flow,” where the Company describes the properties being at risk of “Acts of God,” such as typhoons and rainstorms, and other natural disasters and inclement weather, which the Company believes is inclusive of climate change. Additionally, the Company also includes the risk factor “Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer and our insurance costs may increase in the future,” which addresses insurance coverage costs and potential limitations for climate-related events.

Comment 4. Disclose the material effects of transition risks related to climate change that may affect your business, financial condition, and results of operations, such as policy and regulatory changes that could impose operational and compliance burdens, market trends that may alter business opportunities, credit risks, or technological changes.

Response: Legislation and regulation regarding climate change could impose additional costs on the Company and its suppliers, including costs related to increased energy requirements, environmental monitoring, reporting and other compliance costs to comply with such regulations. Even without such regulation, investor and consumer attitudes or negative reaction towards the Company’s response, or lack thereof, to climate change could harm the Company’s reputation or access to capital. Given the regulatory or compliance obligations and uncertainty around the impact of climate change and how it should be addressed, the Company is unable to predict how future legislation and regulation will affect our business, financial condition, operations and cash flows. The Company assessed the current effects of climate change regulation on its business, credit risks, technological changes and market trends caused by climate change, and to date, deemed these immaterial. The Company will continue to monitor and evaluate the potential risks and impacts in this area and will consider expanding its disclosure of risks related to climate change in future Form 10-K filings as warranted.

Comment 5. If material, provide disclosure about your purchase or sale of carbon credits or offsets and any material effects on your business, financial condition, and results of operations.

Response: The Company has determined its purchase and sale of carbon credits or offsets to date are not material to the Company and do not have a material effect on its business, financial condition, results of operations and cash flows.

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The Company believes the foregoing is fully responsive to the Comment Letter. Please let us know if you have any questions by contacting the undersigned at (702) 733-5503.

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If material, discuss the significant physical effects of climate change on your operations and results. This disclosure may include the following: • severity of weather, such as floods, hurricanes, sea levels, extreme fires, and water availability and quality; • quantification of material weather-related damages to your property or operations; and • potential for indirect weather-related impacts that have affected

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or may affect your major customers or suppliers.

No numbered answer found in the reply. Read the reply ↗

Disclose the material effects of transition risks related to climate change that may affect your business, financial condition, and results of operations, such as policy and regulatory changes that could impose operational and compliance burdens, market trends that may alter business opportunities, credit risks, or technological changes.

No numbered answer found in the reply. Read the reply ↗

If material, provide disclosure about your purchase or sale of carbon credits or offsets and any material effects on your business, financial condition, and results of operations.

No numbered answer found in the reply. Read the reply ↗

You state in response to prior comment 2 that your capital expenditures regarding climaterelated initiatives are primarily focused on energy and water efficiency projects and that your climate-related program costs related to these initiatives primarily consist of payroll and third-party consultant costs.

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You further state that these capital expenditures and program costs were immaterial during the three years ended December 31, 2020. Please tell us more about physical changes you are making, such as the installation of building system technology to monitor and help reduce consumption, and whether you consider the related costs to be part of your capital expenditures for climate-related initiatives. Include information quantifying your capital expenditures and program costs and explain how you determined they were not material. In addition, tell us about any compliance costs you have incurred related to climate change.

The Company’s ECOTracker program aligns our energy efficiency, renewable energy and innovative technology initiatives with our greenhouse gas targets to ensure the Company stays on track to meet its goals. Upgrades to the Company’s building system technology, which is part of our ECOTracker program, include fixing or replacing sensors located throughout the properties and updating software to assist in monitoring and helping reduce energy consumption, provide trend analysis or alert management of potential equipment failure.

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Other physical changes tracked in our ECOTracker program include, among others, chiller plant optimization, the installation of LED lighting, the replacement of old audio amplifiers with newer amplifiers that use less energy to operate and the replacement of old dishwashers with models that reduce water and energy usage. While the physical changes the Company makes regarding the above can be considered capital expenditures for climate-related initiatives, these are embedded in broader strategic spending aimed at improving operations while also being an environmentally responsible company. Capital expenditures and program costs related to climate-related initiatives were $40 million and $13 million, respectively, for the three-year period ended December 31, 2020. These capital expenditures represent approximately 1% of all capital expenditures incurred during the three-year period ended December 31, 2020, while program costs represent less than 0.1% of total consolidated operating expenses during the same three-year period. As such, these amounts were deemed immaterial for separate disclosure.

In addition to the internal program costs mentioned above, the Company’s listed subsidiary, Sands China Ltd., incurs climate change related compliance cost as it is required by the Hong Kong Stock Exchange to release an Environmental, Social and Governance (“ESG”) report within five months of the end of the financial year. The costs associated with this requirement primarily consist of the external costs to produce this report, which are deemed immaterial as the amount is less than $100,000 per year.

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In your response to prior comment 3 you state that you experienced physical damage to your properties and temporary loss of business from several typhoons and that you do not consider these events to be material. Please provide more detail about and quantify the property damage and the loss of business you experienced and explain how you determined they were not material.

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In addition, tell us how you considered how indirect weather-related impacts may affect your customers and suppliers.

As previously mentioned in our response to prior comment 3, for our operations in Macao, the Company has experienced limited physical damage as well as minimal interruption of business operations from three typhoons over the last five years. To date, the Company has not experienced any severe weather events at its Las Vegas or Singapore properties.

In August 2017, Typhoon Hato resulted in flooding, property damage and suspension of electricity and water, in which the electricity suspension impacted certain of our Macao operations for approximately 47 hours.

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Additionally, on August 25, 2017, the Macao Tourism Bureau requested travel agencies to stop bringing in groups until August 30, 2017, resulting in additional loss of business during this period. Examples of property damage included damage to building facades, fit-out work, soft landscaping and other property and equipment, such as lighting and technology related equipment. Other costs included food spoilage, costs incurred to repair and replace assets and cleaning and clearing of debris costs. Incremental payroll and other related costs were incurred for team members who worked during a specific period.

In September 2018, Typhoon Mangkhut resulted in flooding, damage to soft landscaping and other property and equipment, repair and other operating costs, and the suspension of gaming operations for 33 hours due to a Macao government mandate. Additionally, the Company incurred overtime payments for team members who came to work during the typhoon.

In August 2020, tropical storm Higos resulted in limited flooding, damage to soft landscaping and other property and equipment, and repair and other operating costs.

A summary of the impact due to property damage and loss of business associated with the various typhoons described above after taking into account insurance proceeds and recoveries is shown below:

Typhoon Hato Typhoon Mangkhut Typhoon Higos

(in US$ millions)

Property Damage $ (12) $ (5) $ (3)

Payroll (5) (2) —

Other (4) (2) (1)

Total Costs Incurred (21) (9) (4)

Estimated Business Interruption (37) (11) —

Total Estimated Impact (58) (20) (4)

Insurance Recovery / Proceeds 42 20 6

Net Impact $ (16) $ — $ 2

% of Annual Net Income (Loss) (0.49) % — % (0.09) %

% of Consolidated Property and Equipment, Net at year-end (0.10) % — % 0.01 %

While these events caused limited property damage and resulted in temporary loss of business, the Company does not consider these events to be material as the impact was not material to our financial position and results of operations when compared to net income (loss) and consolidated property and equipment, net, and the Company was able to recover the majority of the costs incurred to repair the physical property damage and the lost revenues through its insurance coverage.

Indirect weather-related impacts may affect the number of visitors to our properties in various ways, such as blocked access due to flooding or air travel disruptions due to storms, temporary closure due to loss of power or water or as mandated by the government, restricted access due to property damage, altered tourist seasons or decreased attractiveness of our properties as a tourism and business destination. Our suppliers could be impacted by damage to their infrastructure and facilities, or disruptions in their operations, supply chain or distribution networks. Management considered these factors and determined the impacts to be temporary in nature and immaterial based on the historical impact of these typhoons, which caused limited disruption to our customers and suppliers.

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You also state in your response to prior comment 3 that you are exposed to potentially significant losses resulting from catastrophic events and severe weather conditions, which could be the result of climate change among other factors.

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However, the risk factors you cite in support of this statement appear to address natural disasters and weather conditions, not the risk of the significant physical effects of climate change. Given the statement in your response that you face potential risks associated with the physical effects of climate change--which may include more frequent or severe storms, typhoons, flooding, rising sea levels and shortages of water, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows--please tell us how you determined that additional risk factor disclosure specifically regarding climate change is not warranted at this time.

The Company respectfully acknowledges that it faces potential risks associated with the physical effects of climate change that could result in significant losses, as noted in its response to prior comment 3. At this time and based on our experience, the Company believes such risks, although potentially significant, are not material to warrant additional risk factor disclosure specifically regarding climate change.

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In this regard, the Company notes that the SEC revised Item 105 of Regulation S-K last year, which applied to our Form 10-K for the year ended December 31, 2020, and was intended to streamline risk factor disclosures. In particular, the revised Item 105 requires disclosure of “material” risk factors (replacing the previous “most significant” standard) that are tailored to each company’s circumstances and particular risk profile. Management monitors and assesses on an ongoing basis climate change-related risks for potential material impacts on the Company’s operations, informed in part by utilizing publicly available tools provided by the World Resources Institute as well as our internal monitoring functions. Based on that assessment, management respectfully submits the risk factors in the Company’s SEC filings to date adequately address potential risks associated with the physical effects of climate change. Management will continue to evaluate these issues, and, if warranted, will include additional disclosure in the future.

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In response to prior comment 4 you state that you assessed the current effects of climate change regulation on your business, credit risks, technological changes and market trends caused by climate change and deemed them immaterial.

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Provide us with additional information supporting this assertion as your response appears to be conclusory without adequately detailing various transition risks related to climate change and the effect they may have on you. In addition, please tell us more about your assessment of transition risks in connection with future legislation or regulation related to climate change and explain how you considered providing disclosure regarding their potential effects.

The Company operates in three jurisdictions—Macao, Singapore and Las Vegas—and currently, the Company is not exposed to any climate change regulation in these jurisdictions.

The Company undertakes an environmental risk assessment process aligned with best practices from the COSO Enterprise Risk Management and Taskforce on Climate-related Financial Disclosure frameworks. This risk assessment is conducted at least once every three years and often more frequently, depending on emerging developments or changes in our business. Risk data is assessed on five-point scales for likelihood and impact.

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All risks that meet certain criteria are integrated into the Company’s enterprise risk management process. Environmental-related risks identified by the Company, but that do not meet those criteria, are managed and monitored by the Sands ECO360 team.

As part of its environmental risk assessment, the Company evaluates transition risks—risks of not responding to climate change or progressing the way our businesses are run—such as those from policy and legal changes, new technologies, updated market requirements, emerging reputational considerations and limited upstream and downstream risks for each property. These risks, combined with potential negative public opinion, could result in reduced demand for our products and services, impact on our access to capital and additional costs to the Company and its suppliers, including costs related to increased energy requirements and environmental monitoring. Nevertheless, the Company believes the implementation of its current climate-related initiatives with a focus on environmental sustainability reduces transition risks to an immaterial level.

Beyond formal risk assessment, the Company also conducts ongoing environmental risk monitoring to track future climate-related regulation or legislation that may impact the Company in the jurisdictions in which it operates.

In Singapore, legislation and new rules under the Resource Sustainability Act 2019 (Part 5) will impose obligations relating to the collection and treatment of food waste. This regulation requires the provision of food waste segregation facilities in new and existing buildings and the subsequent treatment of this food waste. New buildings must be able to treat the food waste on site in the waste disposal facility while existing buildings can utilize this option or engage a licensed waste collector. Potential compliance costs associated with the application of these new rules to the Company’s existing buildings have been deemed immaterial using a worst case scenario based on the financial impact of Marina Bay Sands’ current waste disposal process; however, these provisions would need to be worked into the design of the Company’s second large-scale development in connection with a development agreement between Marina Bay Sands Pte. Ltd., a subsidiary of the Company, and the Singapore government. This new building would also be required to obtain a Green Mark certification (GMC) under the development agreement and, as new versions of the GMC’s are published, the compliance thresholds are expected to become more stringent, such as the Super Low Energy Programme (SLE), which encourages cost-effective and energy-efficient building designs that can achieve at least 60% energy savings over the 2005 building codes. At this time, the Company is unable to determine the impact this would have as the design of the building is still in progress; however, management will continue to monitor the cost of compliance.

In addition, the Company believes the risk factor included in its Form 10-K for the year ended December 31, 2020, under the heading “Because we own real property, we are subject to extensive environmental regulation.” adequately addresses the potential impact of transition risks to the Company.

The Company acknowledges that future legislation or regulation related to climate change could affect our operating costs, the demand for our products and services and supplier costs, which in turn could impact our margins. As part of the Company’s commitment to environmental sustainability, the Company is committed to identifying and addressing potential material impacts on the Company resulting from climate change. Management believes compliance with future legislation or regulation related to climate change would be incremental and immaterial to our already established environmental goals and initiatives. Should management determine the cost of compliance with future legislation or regulation related to climate change becomes or could become material to our operations in the future, we will appropriately update the Company’s disclosures in future filings.

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Refer to prior comment 5. You state that the purchase and sale of carbon credits or offsets have not been material to you and have not had a material effect on your business, financial condition, results of operations and cash flows. Please provide us with additional detail to support this statement, including quantitative information.

During the three-year period ended December 31, 2020, carbon offsets totaled approximately $80,000, which the Company deemed immaterial.

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The Company believes the foregoing is fully responsive to the Comment Letter. Please let us know if you have any questions by contacting the undersigned at (702) 733-5503. Read in the reply ↗

We note that your win and hold percentages are calculated before allocating casino revenues related to goods and services provided to patrons on a complimentary basis and your occupancy rate (a volume indicator) and ADR (a price indicator) include the impact of rooms provided on a complimentary basis.

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Please tell us your consideration of whether disclosure of complimentary items by category (e.g., rooms, food and beverage) is material and the basis for your determination in light of these other disclosures. Such disclosure may occur in MD&A or in the financial statement footnotes pursuant to paragraph 606-10-50-5 of the Accounting Standards Codification.

We acknowledge the Staff's comment. We believe the current MD&A discussion and presentation of our casino and room operating metrics is appropriate based on available industry guidance (e.g., AICPA Gaming Accounting and Audit Guide) and is consistent with our industry peers. We also evaluated the disclosure requirements included in paragraph 606-10-50-5 of the Accounting Standards Codification (“ASC”) with regard to complimentary items provided to our patrons in preparing our Form 10-Q.

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We believe the disclosures included on page 11 of our Form 10-Q reflecting a disaggregation of revenue by jurisdiction, by segment and by revenue category meet the disclosure requirements referenced above.

The operating metrics included in the MD&A section of our Form 10-Q are not intended to provide information directly reconcilable to the amounts included in our financial statements. We believe our current disclosures appropriately define the operating metrics and highlight certain differences in these metrics versus the casino and room revenue disclosed in our financial statements. We include these metrics in order to provide additional details of our financial results from an operational perspective to highlight trends and further explain our financial results in a manner comparable to our peers.

The exclusion of the accounting impacts of ASC 606 from our gaming operating metrics (i.e., analyzing net gaming win prior to allocating amounts to account for complimentary items) is appropriate based on the industry definitions of drop and win and hold percentage. We present these amounts on a gross revenue basis as we believe it provides the users of such information the best insight into understanding the key drivers impacting our casino revenues. The inclusion of the accounting impacts of ASC 606 in our room operating metrics is appropriate based on the industry definitions of occupancy rate and ADR. This approach provides the users of such information insight into the key drivers impacting our hotel revenues. These metrics are well understood by the users of our operating information and financial statements. They are also consistent with our presentation prior to the adoption of ASC 606. We believe the manner in which we calculate and present this information provides users of our financial statements the information necessary to understand the overall trend of our casino and hotel revenues and is consistent with the information utilized by our industry in evaluating operations.

With regard to the disclosure requirements set forth in 606-10-50-5 of the ASC, we further considered the requirements indicated in paragraphs 606-10-55-89 through 55-91 of the ASC. We believe the disclosures referenced above appropriately depict how the nature, amount, timing and uncertainty of revenue and cash flows are impacted by economic factors without the need for further disaggregation of complimentary revenues as all revenues are impacted in the same manner in connection with the implementation of ASC 606. We also determined the disaggregation of complimentary revenues by category does not enhance the disclosures presented outside of the financial statements. The operating information currently presented outside of the financial statements is consistent with our peers in the industry. It is intended to provide an understanding of our results, trends and other information utilized by the Company or users of our financial statements to evaluate our financial performance or in making resource allocation decisions and does not include disaggregated disclosure of complimentary revenues by category. Finally, we believe our current disclosures are consistent with the examples of disaggregation categories included in the guidance, including the type of good or service and geographical region. We understand the categories listed in ASC 606-10-55-91 are not intended to be exhaustive, but we determined the other examples cited were not applicable to our facts and circumstances, including with regard to disaggregation of complimentary revenues by category.

We also evaluated whether the disclosure of complimentary revenues by category was material and concluded such disclosure was not material due to:

◦

Our complimentary revenues associated with Rooms, Food and beverage and Convention, retail and other were $210 million and $208 million for the three months ended March 31, 2018 and 2017, respectively, which is 5.87% and 6.78% of our net revenues for such periods and are not material for disaggregated disclosure from a quantitative perspective. We also noted the total amount of complimentary revenues is less than 10% of our net revenues in considering the threshold in Regulation S-X Rule 5-03(b) by analogy.

Disaggregated disclosure of our complimentary revenues by category (a) does not provide a user of the financial statements with an incremental understanding of our operating income or net income as there is no net impact on either, (b) does not impact the overall trend of our revenues, operating income, net income, cash flows or financial position and (c) is not key information utilized internally or externally.

Finally, we considered conference calls initiated by representatives from the American Institute of Certified Public Accountants with several of our peers, representatives from the global public accounting firms and the staff of the SEC on September 26, 2017 and October 25, 2017. The understanding we reached from these calls was the previous industry practice of reclassifying the estimated costs associated with complimentary revenues from the department providing the complimentary item to the department granting the complimentary item and providing annual disclosures of such amounts (and related complimentary revenues) in order to comply with the intent of SEC Staff Accounting Bulletin Topic 11 (L) was not necessary as a result of the implementation of ASC 606. This is due to the fact ASC 606 requires allocating revenue to the respective categories as such revenue is earned versus the historical practice of grossing up all revenue categories for complimentary items and netting such amounts down in total by promotional allowances in the income statement.

We understand the previous disclosures associated with complimentary revenues and associated alignment of expenses for our industry; however, based on the considerations described above, we believe the disclosures included in our SEC filings for periods subsequent to the effective date of ASC 606 meet the disclosure requirements included therein and provide the material information necessary to understand our financial statements.

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The Company believes the foregoing is fully responsive to the Comment Letter. Please let us know if you have any questions by contacting the undersigned at (702) 733-5503.

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We have considered your response and note that you include operating metrics such as win and hold percentage to provide additional details of your financial results from an operating perspective to highlight trends and further explain your financial results.

Rest of the question

As you have disclosed, win and hold percentages are calculated before discounts, commissions, deferring revenue associated with your loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. To the extent that amounts related to the loyalty program and provided on a complimentary basis are material to the operating metric calculation, please revise future filings to parenthetically disclose such amounts in totality for each respective operating metric.

We acknowledge the Staff's comment. To the extent the amounts related to our loyalty programs and provided on a complimentary basis become material to the operating metric calculation, we will revise our future filings to parenthetically disclose such amounts in totality.

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The Company believes the foregoing is fully responsive to the Comment Letter. Please let us know if you have any questions by contacting the undersigned at (702) 733-5503. Read in the reply ↗

Please confirm to us that ADR reflects the average daily rate actually paid for occupied rooms and thus excludes complimentary rooms.

The Company’s policy is to include complimentary room revenue and occupied rooms provided to guests on a complimentary basis in the numerator and denominator, respectively, when calculating the average daily room rate. The Company will clarify its disclosure in future filings as follows:

Hotel revenue measurements: Hotel occupancy rate, which is the average percentage of available hotel rooms occupied during a period, and average daily room rate, which is the average price of occupied rooms per day, are used as performance indicators.

Rest of the answer

The calculations of the hotel occupancy and average daily room rates include the impact of rooms provided on a complimentary basis. Revenue per available room represents a summary of hotel average daily room rates and occupancy. Because not all available rooms are occupied, average daily room rates are normally higher than revenue per available room. Reserved rooms where the guests do not show up for their stay and lose their deposit may be re-sold to walk-in guests. These rooms are considered to be occupied twice for statistical purposes due to obtaining the original deposit and the walk-in guest revenue. In cases where a significant number of rooms are resold, occupancy rates may be in excess of 100% and revenue per available room may be higher than the average daily room rate.

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Please disclose a breakdown of your capital expenditures between amounts paid to develop new projects and redevelopment activities.

The Company respectfully submits that it discloses a breakdown of capital expenditures by property or project on page 109 (Note 18 – Segment Information). Additionally, on page 107 (introduction to Note 18 – Segment Information), the Company lists its operating properties as well as its projects that are under development in order to provide the reader with the detailed information necessary to understand the breakdown of capital expenditures between new projects and operating properties. Read in the reply ↗

Please provide us with an update on the status of your delayed projects, particularly the project located on parcels 7 and 8 of the Cotai Strip properties and the Las Vegas Condo Tower project. Given the continued construction delays, explain to us how you determined the projects were not impaired as of December 31, 2011.

The Company’s delayed projects as of December 31, 2011 included its development of parcels 3 and 7 and 8 in Macao and the Las Vegas Condo Tower. The suspension of certain development projects as of December 31, 2011, was the result of near-term projected demand for its development projects and/or the requirement to obtain necessary government approvals.

On June 1, 2012, subsequent to the issuance of the Company’s Form 10-K for the year ended December 31, 2011, the Company furnished a Form 8-K announcing that it withdrew its appeal to the Macao government related to the government’s denial of

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the land concession for parcels 7 and 8. The Company is continuing to evaluate the need for an impairment charge and will complete this assessment prior to the release of its financial results for the period ended June 30, 2012. Regarding the Las Vegas Condo Tower, the Company believes the reduced demand for its development project is a near-term phenomenon that does not change the Company's opinion of the overall economic viability of the project.

Management applies the guidance in ASC 360-10-35-34 in evaluating its development projects for impairment. In assessing the recoverability of its suspended development projects at December 31, 2011, the Company performed a probability weighted undiscounted cash flow analysis noting that future cash flows, including consideration of estimated costs to complete, were sufficient to recover the projected carrying value of each of the development projects and therefore concluded that no impairment charge was necessary.

The Company monitors its suspended development projects on an ongoing basis and reassesses the recoverability of such projects as impairment indicators arise. The Company will continue to provide relevant disclosures related to its suspended development projects, as included in Note 1 of the consolidated financial statements in its Form 10-K for the year ended December 31, 2011 (pages 72 and 73) and in Management’s Discussion and Analysis of Financial Condition and Results of Operations (pages 52 and 53).

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We note your disclosure that you cease capitalization of interest on suspended construction projects when construction has been delayed for more than a brief period. Please clarify for us how you define “a brief period” in this context.

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In your response, tell us whether you currently have any delayed construction projects for which you continue to capitalize interest and the amount of interest capitalized during the current period and since the onset of the construction delays.

The Company’s determination of “a brief period” in the context of ceasing capitalized interest is a matter requiring significant judgment and is dependent on the facts and circumstances surrounding the construction activities, but would be best characterized as the period in which activities to get an asset ready for its intended use have been interrupted or delayed, but are not considered suspended. Interruptions or delays would be situations caused by temporary external factors, such as weather, labor strikes or difficulties obtaining necessary equipment or labor.

Rest of the answer

Any delay lasting longer than a couple of months would be evaluated to ensure continued interest capitalization was appropriate. A management decision to suspend a project for reasons other than the types of interruptions or delays cited above would result in the immediate cessation of interest capitalization.

As of December 31, 2011, the Company’s delayed construction projects consisted of Parcels 3 and 7 and 8 in Macao and the Las Vegas Condo Tower. No interest has been capitalized on these projects since the Company announced the suspension of these projects in November 2008.

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Please provide us with a more detailed description of the terms of your settlement with GGP regarding the sale of The Shoppes at The Palazzo. In your response, please include a more detailed discussion of how you are accounting for the transaction with reference to the accounting literature relied upon to reach your conclusions.

On June 24, 2011, the Company and GGP Limited Partnership (“GGP”) signed a final agreement to settle all open issues associated with the sale of The Shoppes at The Palazzo, including the following key terms:

Final sales price of $295.4 million, representing the cash previously received by the Company.

The Company is required to complete certain construction and repair work.

The Company received the right to receive 50% of the rental revenues from any kiosks placed in The Shoppes at The Palazzo.

Space related to one of the tenants on the 2nd floor, included in the sale to GGP, was leased

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back to the Company for $1 per year for 99 years.

As the Company is leasing back certain tenant spaces from GGP, sale-leaseback accounting was the applicable authoritative accounting model as set forth in ASC 840-40. ASC 840-40-25-9 states that sale-leaseback accounting be used by a seller-lessee only when a sale-leaseback transaction involving real-estate includes all of the following criteria:

a)

A normal leaseback as described in ASC 840-40-20;

b)

Payment terms and provisions that adequately demonstrate the buyer-lessor’s initial and continuing investment in the property (refer to ASC 360-20-40-9 through 40-24); and c)

Payment terms and provisions that transfer all of the other risks and rewards of ownership as demonstrated by the absence of any other continuing involvement by the seller-lessee described in ASC 360-20-40-37 through 40-64, ASC 840-40-25-13 through 25-14 and ASC 840-40-25-17.

The Company evaluated the transaction based upon the above criteria and determined that it did not qualify for sale-leaseback accounting due to various forms of continuing involvement, such as the requirement to complete certain construction and repair work (ASC 360-20-40-61) and the right to receive 50% of the rental revenues from any kiosks placed in The Shoppes at The Palazzo (ASC 840-40-25-17(c)).

A sale-leaseback transaction that does not qualify for sale-leaseback accounting because of any form of continuing involvement by the seller-lessee other than a normal leaseback should be accounted for by the deposit method or as a financing, whichever is appropriate under ASC 360. The continuing involvement noted above is addressed in ASC 360-20-40-(61-64), and per ASC 840-40-55-63, the financing method is required.

Under the financing method, the Company recorded the sales proceeds as a liability (financing obligation) and continued to report the property and equipment as an asset. The property and equipment is depreciated and the financing obligation is amortized by lease payments made to GGP and imputed rental income related to the assets.

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We note your disclosure that the company is self-insured for health care and workers compensation benefits for its U.S. employees. Please disclose a roll forward of your insurance claims for each year presented. The roll forward should include the amount of incurred claims, any changes in the provision for prior year events, and the amount of payments made.

The Company respectfully submits that it believes the information to be included in a roll forward is immaterial to the Company’s financial statements. The following information has been provided to respond to the Staff’s comment. The liability for self-insured health care and workers compensation benefits for the Company’s U.S. employees was $13.4 million and $11.8 million at December 31, 2011 and 2010, respectively.

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In addition, the expense incurred for self-insured health care and workers compensation benefits totaled $74.7 million, $63.8 million and $68.5 million for the years ended December 31, 2011, 2010 and 2009, respectively, and was recorded to the following expense line items on the consolidated statement of operations: Casino, Hotel, Food and Beverage, Convention, Retail and Other, General and Administrative, Corporate, and Pre-Opening.

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The Company acknowledges that:

— the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you need additional information relating to the matters discussed in this letter, please contact the undersigned at (702) 733-5544 or Ira H. Raphaelson, Executive Vice President and Global General Counsel, at (702) 733-5503.

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We note your response to comment one. In addition to your proposed disclosure, please disclose how the room rate is determined for complimentary rooms. In addition, please tell us why period to period changes in occupancy and ADR are useful to investors given the influence of complimentary rooms on the metrics, especially if the amount of complimentary rooms fluctuates materially from period to period or if the

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rates attributed to complimentary rooms are often higher than the rates for rooms paid for by guests. Financial Statements Notes to Consolidated Financial Statements Note 1 – Organization and Business of Company Development Projects, page 71 1. We have considered your response to our prior comment 3. With respect to your development of parcels 7 and 8 in Macao, please tell us whether you have determined that the properties have been impaired as a result of your decision not to appeal the decision of the Macao government to deny the land concession. To the extent you have determined that the properties are not impaired, explain to us how you have arrived at that conclusion. Additionally, please provide us with a summary of your impairment analysis for the Las Vegas Condo Tower including an explanation of any significant assumptions used in the analysis.

The Company will include disclosure of how room rates are determined for complimentary rooms in future filings as follows:

“Hotel revenue measurements: Performance indicators used are occupancy rate, which is the average percentage of available hotel rooms occupied during a period, and average daily room rate, which is the average price of occupied rooms per day. The calculations of the hotel occupancy and average daily room rates include the impact of rooms provided on a complimentary basis.

Rest of the answer

Complimentary room rates are determined based on an analysis of retail, or “cash”, room rates by customer segment and type of room product to ensure the complimentary room rates are consistent with retail rates. Revenue per available room represents a summary of hotel average daily room rates and occupancy. Because not all available rooms are occupied, average daily room rates are normally higher than revenue per available room. Reserved rooms where the guests do not show up for their stay and lose their deposit may be re-sold to walk-in guests. These rooms are considered to be occupied twice for statistical purposes due to obtaining the original deposit and the walk-in guest revenue. In cases where a significant number of rooms are resold, occupancy rates may be in excess of 100% and revenue per available room may be higher than the average daily room rate.”

The Company believes that providing the period to period changes in occupancy and ADR are useful to investors because (i) these are performance metrics used by management to manage the hotel operations, (ii) these are industry metrics that provide comparisons to other companies’ hotel operations, and (iii) these metrics provide the key explanations for changes in gross rooms revenue from period to period. Although the percentage of complimentary rooms fluctuates from period to period, this fluctuation would not materially change the ADR as the complimentary room rate for each customer segment and type of room product is set to approximate rates paid for cash rooms.

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We have considered your response to our prior comment 6. Please provide us with a full rollforward of your liability for self-insurance claims for each period included in your 10- K for the year ended December 31, 2011.

We have considered your response to our prior comment 3. With respect to your development of parcels 7 and 8 in Macao, please tell us whether you have determined that the properties have been impaired as a result of your decision not to appeal the decision of the Macao government to deny the land concession. To the extent you have determined that the properties are not impaired, explain to us how you have arrived at that conclusion.

Rest of the answer

Additionally, please provide us with a summary of your impairment analysis for the Las Vegas Condo Tower including an explanation of any significant assumptions used in the analysis.

As part of the decision not to appeal the Macao government’s decision to deny the Company the land concession related to parcels 7 and 8 in Macao, the Company determined that an impairment was necessary for costs incurred-to-date on parcels 7 and 8 and recorded a $100.7 million impairment loss in its Condensed Consolidated Statements of Operations for the three months ended June 30, 2012, included in its Form 10-Q, filed on August 9, 2012. In addition, the Company disclosed the following in “Note 2 – Property and Equipment, Net” of the Form 10-Q:

“The Company had commenced pre-construction activities on its Cotai Strip development referred to as parcels 7 and 8. During December 2010, the Company received notice from the Macao government that its application for a land concession for parcels 7 and 8 was not approved and the Company applied to the Chief Executive of Macao for an executive review of the decision. In January 2011, the Company filed a judicial appeal with the Court of Second Instance in Macao. In May 2012, the Company withdrew its appeal and recorded an impairment loss of $100.7 million during the three and six months ended June 30, 2012, related to the capitalized construction costs of its development on parcels 7 and 8.”

With respect to the impairment analysis for the Las Vegas Condo Tower, the Company will provide a summary of the analysis to the Staff supplementally under separate cover.

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Please provide liquidity disclosures to discuss the potential tax impact associated with the repatriation of undistributed earnings of foreign subsidiaries in future periodic filings. In this regard, please disclose the amount of cash that is currently held by your foreign subsidiaries and disclose the impact of repatriating the undistributed earnings of foreign subsidiaries.

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Please provide us with the disclosure you intend to include in future periodic filings. Please refer to Item 303(A)(1) of Regulation S-K and Section IV of our Release 33-8350.

to the Staff’s comment, the Company will include disclosure similar to the following within the Liquidity and Capital Resources section in future filings:

We held unrestricted and restricted cash and cash equivalents of approximately $3.13 billion and $658.9 million, respectively, as of March 31, 2011, of which approximately $1.70 billion of the unrestricted amount is held by non-US subsidiaries. Of the $1.70 billion, approximately $975 million is available to be repatriated to the U.S.

Rest of the answer

with virtually no tax consequences due to the Company’s significant foreign taxes paid, which would ultimately generate foreign tax credits if cash is repatriated. The remaining unrestricted amounts are not available for repatriation due to bank compliance requirements or dividend requirements to third party public shareholders in the case of funds being repatriated from SCL. We believe that the cash on hand, cash flow generated from operations and available borrowings under our credit facilities will be sufficient to fund our development plans and maintain compliance with the financial covenants of our U.S., Macau and Singapore credit facilities. In the normal course of our activities, we will continue to evaluate our capital structure and opportunities for enhancements thereof. In connection with the $1.75 billion VOL credit facility to be used together with $500.0 million of proceeds from the SCL Offering, we have recommenced construction activities on our Cotai Strip development on parcels 5 and 6.

Read in the reply ↗

Please tell us if you capitalize internal costs incurred when developing and constructing property and equipment. To the extent you capitalize such costs, please tell us the amount of these indirect costs capitalized for each fiscal year presented.

to the Staff’s comment, the Company does capitalize internal costs directly related to the construction of property and equipment. During the years ended December 31, 2010 and 2009, the Company capitalized approximately $60 million and $55 million, respectively, of internal costs, consisting primarily of compensation expense for individuals directly involved with the development and construction of property and equipment. The Company does not capitalize indirect costs when developing and constructing property and equipment. Read in the reply ↗

We note your adjustment to your 2009 financial statements. Please tell us how the Company determined this revision is not material. Further, please clarify for us why the Company determined an adjustment was necessary.

The Company identified this adjustment during the closing process for the first quarter of 2010 and included disclosure of the adjustment in each Form 10-Q throughout 2010 and in the Form 10-K for the year ended December 31, 2010. A copy of the Company’s contemporaneously written analysis, which describes the rationale for recording the adjustment and the related materiality considerations, will be provided to the Staff supplementally under separate cover. Read in the reply ↗

We note your disclosure beginning on page 109 regarding the various litigation matters to which the Company is exposed. For certain matters, we also note that you have not disclosed in your financial statement footnotes: (i) the possible loss or range of loss; or (ii) a statement that an estimate of the loss cannot be made ASC 450 (formerly SFAS 5) indicates that if an unfavorable outcome is determined to be

Rest of the question

reasonably possible but not probable, or if the amount of loss cannot be reasonably estimated, accrual would be inappropriate, but disclosure must be made regarding an estimate of the possible loss or range of possible loss or state that such an estimate cannot be made. Additionally, we note that in instances, if any, where an accrual may have been recorded as all of the criteria in ASC 450-20-25-2 have been met, you have not disclosed the amount of the accrual which may be necessary in certain circumstances for the financial statements not to be misleading, nor has there been disclosure indicating that there is an exposure to loss in excess of the amount accrued and what the additional loss may be for each particular litigation matter. Please revise your disclosures beginning in your next Form 10-Q to include all of the disclosures required by paragraphs 1 and 3-5 of ASC 450-20-50. In this regard, we do not believe that general boilerplate disclosure indicating that losses may be higher than reserves currently accrued by the Company or disclosure indicating that the outcome of a matter may be material to your operating results for a particular period satisfies the criteria in ASC 450.

to the Staff’s comment, the Company will include the disclosures required by paragraphs 1 and 3-5 of ASC 450-20-50 in future filings as follows:

On October 15, 2004, Richard Suen and Round Square Company Limited filed an action against LVSC, Las Vegas Sands, Inc. (“LVSI”), Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada, asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company’s Macau resort operations to the plaintiffs as well as other related claims.

Rest of the answer

In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. Pursuant to an order filed March 16, 2006, plaintiffs’ fraud claims set forth in the first amended complaint were dismissed with prejudice against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. On May 24, 2008, the jury returned a verdict for the plaintiffs in the amount of $43.8 million. On June 30, 2008, a judgment was entered in this matter in the amount of $58.6 million (including pre-judgment interest). The Company appealed the verdict to the Nevada Supreme Court. On November 17, 2010, the Nevada Supreme Court reversed the judgment and remanded the case to the District Court of Clark County for a new trial. The Company intends to defend this matter vigorously. Based on proceedings to date, management is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any.

On October 20, 2010, Steven C. Jacobs, the former Chief Executive Officer of SCL, filed an action against LVSC and SCL in the District Court of Clark County, Nevada, alleging breach of contract against LVSC and SCL and breach of the implied covenant of good faith and fair dealing and tortious discharge in violation of public policy against LVSC. On March 16, 2011, an amended complaint was filed, which added Sheldon G. Adelson as a defendant and alleged a claim of defamation per se against him, LVSC and SCL. Mr. Jacobs is seeking unspecified damages. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On February 9, 2011, LVSC received a subpoena from the Securities and Exchange Commission requesting that the Company produce documents relating to its compliance with the Foreign Corrupt Practices Act (the “FCPA”). The Company has also been advised by the Department of Justice that it is conducting a similar investigation. It is the Company’s belief that the subpoena may have emanated from allegations contained in the lawsuit filed by Steven C. Jacobs described above. The Company intends to cooperate with the investigations. Based on proceedings to date, management is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any.

On March 31, 2011, SCL filed an announcement with the SEHK stating that SCL has been informed by the Securities and Futures Commission of Hong Kong (the “SFC”) that SCL is under investigation by the SFC in relation to alleged breaches of the provisions of the Hong Kong Securities and Futures Ordinance and has been requested to produce certain documents. The Company intends to cooperate with the investigation. Based on proceedings to date, management is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any.

On May 24, 2010, Frank J. Fosbre, Jr. filed a purported class action complaint in the United States District Court for the District of Nevada (the “District Court”), against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 1, 2007 through November 6, 2008. The complaint seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs.

On July 21, 2010, Wendell and Shirley Combs filed a purported class action complaint in the District Court, against LVSC, Sheldon G. Adelson, and William P. Weidner. The complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false information, or failed to disclose material facts, through press releases, investor conference calls and other means from June 13, 2007 through November 11, 2008. The complaint, which is substantially similar to the Fosbre litigation, discussed above, seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs.

On August 31, 2010, the District Court entered an order consolidating the Fosbre and Combs cases, and appointed lead plaintiffs and lead counsel. On November 1, 2010, a purported class action amended complaint was filed in the consolidated action against LVSC, Sheldon G. Adelson and William P. Weidner. The amended complaint alleges that LVSC, through the individual defendants, disseminated or approved materially false and misleading information, or failed to disclose material facts, through press releases, investor conference calls and other means from August 2, 2007 through November 6, 2008. The amended complaint seeks, among other relief, class certification, compensatory damages and attorneys’ fees and costs. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

* * * * * * * *

The Company acknowledges that:

● the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you need additional information relating to the matters discussed in this letter, please contact the undersigned at (702) 733-5544 or Gayle M. Hyman, Senior Vice President and General Counsel, at (702) 733-5322.

Read in the reply ↗

We note your response to our prior comment two. Please confirm for us that you will disclose the amount of capitalize internal costs in your future interim and annual periodic filings, as you have in your response to us.

to the Staff’s comment, the Company confirms that it will disclose the amount of capitalized internal costs as part of the “Property and Equipment” footnote within the Company’s financial statements included in future quarterly and annual filings similar to the following:

During the years ended December 31, 2010 and 2009, the Company capitalized approximately $60 million and $55 million, respectively, of internal costs, consisting primarily of compensation expense for individuals directly involved with the development and construction of property and equipment. Read in the reply ↗

We note your response to our prior comment three. Please tell us your basis in U.S. GAAP for your determination of the accounting treatment of the conversion of $582 million of convertible notes into shares by SCL and your issuance of another $2.2 billion in shares by SCL.

As we discussed, in response to the Staff’s comment, the Company’s response will address the underlying reason for and the basis under U.S. GAAP to support the revision. The Sands China Ltd. (“SCL”) transaction was comprised of the following transactions:

Venetian Venture Development Intermediate (II) (“VVDI (II)”), SCL’s direct parent, sold shares to the public and received net proceeds of $760.4 million; Read in the reply ↗

We note your response to our prior comment four. In light of the length of time since the matter related to Richard Suen and Round Square Company was initiated, please tell us how you are unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. Please refer to ASC 450-20.

to the Staff’s comment, although the action was filed in 2004 and the case was tried in 2008, the judgment of the trial court was appealed by the Company to the Nevada Supreme Court. On November 17, 2010, the Nevada Supreme Court reversed the trial court judgment and remanded the case to the District Court of Clark County for a new trial. The Company is unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any.

Rest of the answer

Although the Company is unable at this time to determine the probability of the outcome or range of reasonably possible loss, it should be noted that the Company has disclosed the award granted in the initial trial, which was subsequently overturned.

Read in the reply ↗

We note your response to our prior comment four. Your response did not address the new matters discussed in your Form 10-Q for the quarterly period ended March 31, 2010 filed on May 10, 2011. For these new matters, please tell us how you intend to revise your disclosures to comply with ASC 450-20-50.

to the Staff’s comment, the Company will include the following disclosures in its future filings as required by ASC 450-20-50 for the new legal matters discussed in the Form 10-Q for the period ended March 31, 2011, with changes underlined below:

On March 9, 2011, Benyamin Kohanim filed a shareholder derivative action (the “Kohanim action”) on behalf of the Company in the District Court of Clark County, Nevada, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Foreman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A.

Rest of the answer

Siegel, the current members of the Board of Directors. The complaint alleges, among other things, breach of fiduciary duties in failing to properly implement, oversee and maintain internal controls to ensure compliance with the FCPA. The complaint seeks to recover for the Company unspecified damages, including restitution and disgorgement of profits, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On April 1, 2011, Nasser Moradi, Richard Buckman, Douglas Tomlinson, and Matt Abbeduto filed a shareholder derivative action (the “Moradi action”), as amended on April 15, 2011, on behalf of the Company in the District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Foreman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the current members of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim action. The complaint seeks to recover for the Company unspecified damages, including exemplary damages and restitution, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On April 18, 2011, Ira J. Gaines, Sunshine Wire and Cable Defined Benefit Pension Plan Trust dated 1/1/92 and Peachtree Mortgage Ltd. filed a shareholder derivative action (the “Gaines action”) on behalf of the Company in the District Court of Clark County, Nevada, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Foreman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the current members of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim and Moradi actions. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiffs. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On April 18, 2011, the Louisiana Municipal Police Employees Retirement System filed a shareholder derivative action (the “LAMPERS action”) on behalf of the Company in the District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Foreman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the current members of the Board of Directors, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi and Gaines actions. The complaint seeks to recover for the Company unspecified damages, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

On April 22, 2011, John Zaremba filed a shareholder derivative action on behalf of the Company in the District Court, against Sheldon G. Adelson, Jason N. Ader, Irwin Chafetz, Charles D. Foreman, George P. Koo, Michael A. Leven, Jeffrey H. Schwartz and Irwin A. Siegel, the current members of the Board of Directors, and Wing T. Chao, a former member of the Board of Directors. The complaint raises substantially similar claims as alleged in the Kohanim, Moradi, Gaines and LAMPERS actions. The complaint seeks to recover for the Company unspecified damages, including restitution, disgorgement of profits, and injunctive relief, and also seeks to recover attorneys’ fees, costs and related expenses for the plaintiff. This action is in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any. The Company intends to defend this matter vigorously.

* * * * * * * *

The Company acknowledges that:

— the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you need additional information relating to the matters discussed in this letter, please contact the undersigned at (702) 733-5544 or Gayle M. Hyman, Senior Vice President and General Counsel, at (702) 733-5322.

Read in the reply ↗

We note your response to our prior comment three. It does not appear that you have provided any insight as to why management is unable to determine the probability of the outcome or the range of reasonably possible loss. As such, please provide to us the specific facts and circumstances of this case that has prohibited management from assessing the probability of the outcome or range of reasonably possible loss.

Rest of the question

Within your response, please address management’s inability to determine the probability or estimate range of loss given the totality of the historical information available, including the initial award.

to the Staff’s comment, the Company does not believe that management currently is able to assess the probability of the outcome of the Suen litigation or the range of reasonably possible loss, if any for several reasons. In particular, the Company notes that on November 17, 2010, the Nevada Supreme Court reversed the trial court judgment and remanded the case to the District Court of Clark County for a new trial.

Rest of the answer

In its decision reversing the monetary judgment against the Company, the Nevada Supreme Court also made several other rulings, including overturning the pre-trial dismissal of the plaintiffs’ breach of contract claim. Therefore, while the first trial was based solely on the plaintiffs’ quantum meruit claim for the reasonable value of services allegedly provided by Mr. Suen and his colleagues, the retrial will likely focus on the plaintiffs’ breach of contract claim. In addition, the Nevada Supreme Court made several evidentiary rulings, some of which confirmed and some of which overturned rulings made by the District Court. For example, the Nevada Supreme Court ruled that while Mr. Suen can recover in quantum meruit for his associates’ efforts (instead of only recovering in quantum meruit for his own efforts), he must demonstrate his associates’ efforts and their expected payment in order to recover on their behalf. The Nevada Supreme Court also ruled that the District Court properly admitted evidence of a so-called “procurement deal,” erred by admitting a hearsay statement without giving a limiting instruction, and erred in refusing to instruct the jury on the presumptions of government regularity.

Because of the significant differences in the legal issues and evidence to be presented in a trial focusing on a breach of contract claim instead of a quantum meruit claim, as well as the different evidence to be presented at the new trial as a result of the Nevada Supreme Court’s decision, the Company does not believe that the historical information available, including the initial award, provides a sufficient basis for management to determine the probability of the outcome or an estimated range of reasonably possible loss, if any, at a second trial.

The Company will include the disclosure below in future filings, to the extent applicable. The changes from the Company’s most recent disclosure about this matter are underlined.

“On October 15, 2004, Richard Suen and Round Square Company Limited filed an action against LVSC, Las Vegas Sands, Inc. (“LVSI”), Sheldon G. Adelson and William P. Weidner in the District Court of Clark County, Nevada, asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Company’s Macau resort operations to the plaintiffs as well as other related claims. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. Pursuant to an order filed March 16, 2006, plaintiffs’ fraud claims set forth in the first amended complaint were dismissed with prejudice against all defendants. The order also dismissed with prejudice the first amended complaint against defendants Sheldon G. Adelson and William P. Weidner. On May 24, 2008, the jury returned a verdict for the plaintiffs in the amount of $43.8 million. On June 30, 2008, a judgment was entered in this matter in the amount of $58.6 million (including pre-judgment interest). The Company appealed the verdict to the Nevada Supreme Court.

On November 17, 2010, the Nevada Supreme Court reversed the judgment and remanded the case to the District Court of Clark County for a new trial. In its decision reversing the monetary judgment against the Company, the Nevada Supreme Court also made several other rulings which may affect the outcome of the new trial, including overturning the pre-trial dismissal of the plaintiffs’ breach of contract claim and deciding several evidentiary matters, some of which confirmed and some of which overturned rulings made by the District Court. As such, the Company is unable at this time to determine the probability of the outcome or range of reasonably possible loss, if any. The Company intends to vigorously defend this matter.”

If you need further information relating to the matters discussed in this letter, please contact the undersigned at (702) 733-5544 or Gayle M. Hyman, Senior Vice President and General Counsel, at (702) 733-5322.

Read in the reply ↗

We note that you filed a proxy statement on April 23, 2010. We also note that information required by Part III of your Form 10-K for fiscal year ended December 31, 2009 is incorporated by reference from your proxy statement. Please note that we may have additional comments after we review your disclosure in the proxy statement.

to the Staff’s comment, the Company apologizes for the confusion related to its response to the original comment included in the letter from the Staff dated May 19, 2010. The Company’s intention is not to remove the risk factor currently included in the Form 10-K. Instead, the Company has added a second risk factor specifically related to the GGP bankruptcy, which is included in its Form 10-Q for the quarterly period ended June 30, 2010.

Rest of the answer

In future filings, if applicable, the Company will include the following two risk factors:

If the operating results of The Shoppes at The Palazzo continue to be less than we initially expected, if GGP (or any future owner of The Shoppes at The Palazzo or The Grand Canal Shoppes) breaches any of its material agreements with us, or if we are unable to maintain an acceptable working relationship with GGP (or any future owner), there could be a material adverse effect on our financial condition, results of operations or cash flows.

We have entered into agreements with GGP under which, among other things:

●

GGP remains obligated to make payments to us in connection with their purchase of The Shoppes at The Palazzo, which payments are based on projected and, ultimately, actual net operating income for The Shoppes at The Palazzo; and

GGP has agreed to operate The Grand Canal Shoppes and The Shoppes at The Palazzo subject to, and in accordance with, the cooperation agreement.

If the global economic downturn continues, the net operating income for The Shoppes at The Palazzo may continue to be significantly worse than expected at the time the complex was sold to GGP, and therefore the amounts GGP is obligated to pay us may also be significantly less than expected. (Some of the tenants at The Shoppes at The Palazzo whose sales have been less than initially expected have already asked for temporary reductions or abatements in base rent, to which we and GGP have agreed.)

Our agreements with GGP could be adversely affected in ways that could have a material adverse effect on our financial condition, results of operations or cash flows if we do not maintain an acceptable working relationship with GGP or its successors. For example:

the Company learned that one tenant filed a voluntary petition for relief under Chapter 7 of the U.S. Bankruptcy Code and another tenant has delayed its construction plans, creating a question as to whether the rent of the latter tenant will be included in the NOI; and the cooperation agreement that governs the relationships between The Shoppes at The Palazzo and The Palazzo and The Grand Canal Shoppes and The Venetian Las Vegas requires that the owners cooperate in various ways and take various joint actions, which will be more difficult to accomplish, especially in a cost-effective manner, if the parties do not have an acceptable working relationship.

There could be similar material adverse consequences to us if GGP breaches any of its agreements to us, such as its agreement under the cooperation agreement to operate The Grand Canal Shoppes consistent with the standards of first-class restaurant and retail complexes and the overall Venetian theme, and its various obligations as our landlord under the leases described above. Although our agreements with GGP provide us with various remedies in the event of any breaches by GGP and include various dispute resolution procedures and mechanisms, these remedies, procedures and mechanisms may be inadequate to prevent a material adverse effect on our financial condition, results of operations or cash flows if breaches by GGP occur or if we do not maintain an acceptable working relationship with GGP.

The bankruptcy filings of GGP and its subsidiary that owns The Shoppes at The Palazzo could have an adverse effect on the results of operations or cash flows of our Las Vegas Operating Properties.

In April 2009, GGP and its subsidiary that owns The Shoppes at The Palazzo filed the Chapter 11 Cases. Pursuant to the Amended Agreement for the sale of The Shoppes at The Palazzo, a calculation will be performed during the third quarter of 2010 (on the 30-month anniversary of the closing date) to determine whether additional amounts are owed to the Company. To date, the Company has received sale proceeds of $295.4 million. Should additional amounts be contractually owed to the Company, there can be no assurance that GGP will have the financial ability to make such a payment based on GGP’s current financial condition.

Read in the reply ↗

We note your disclosure on page 22 that “GGP and its subsidiary that own The Shoppes at The Palazzo filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code.” We further note your statements on pages 22, 30 and 82 that there can be no assurance that GGP will be able to pay you future amounts owed.

Rest of the question

Please add a risk factor to highlight GGP’s bankruptcy, the associated risks to your business operations and quantify any future amounts owed to you. Please provide this disclosure in future filings and tell us how you intend to comply.

to the Staff’s comment, the Company notes that in 2009, it did not achieve the predetermined EBITDAR-based performance target required for the payments of Mr. Adelson’s base bonus or annual supplemental bonus. As a result, Mr. Adelson did not receive a base bonus or annual supplemental bonus for his 2009 performance and this was reflected in the Summary Compensation Table under Non-Equity Incentive Plan Awards. The amounts of the base and annual supplemental bonuses are based on mathematical formulas and subject to the precondition that the Company achieve the specified EBITDAR-based targets.

Rest of the answer

As these targets were not met, the bonus amounts in the Summary Compensation Table are zero.

In the event that Mr. Adelson is entitled to receive a bonus for 2010 performance, the disclosure in the Company’s 2011 proxy statement will be simplified. Mr. Adelson’s employment agreement provides for increased base bonus and annual supplemental bonus opportunities as the Company achieves higher annualized six-month EBITDAR levels. Mr. Adelson’s bonus opportunities are no longer subject to increase because the Company has achieved the maximum annualized six-month EBITDAR levels specified in his contract and shown in the tables in the 2010 Proxy Statement. Accordingly, these tables will be removed from future filings. The disclosure in the 2011 Proxy Statement will specify Mr. Adelson’s target base bonus and annual supplemental bonus opportunities and will provide a more specific calculation to show the relationship between his bonus opportunities and the actual amounts, if any, included as performance-based compensation on the Summary Compensation Table.

In response to the Staff’s comment, in future filings, the Company will include additional disclosure that succinctly relates the amounts in the Summary Compensation Table to the target bonus amounts described in Compensation Discussion and Analysis for the Company’s other named executive officers to the extent applicable, similar to the following:

Mr. Leven. As noted in the 2010 Proxy Statement, under his employment agreement, Mr. Leven is eligible to receive an annual cash bonus, with a target bonus of 50% of his base salary, or $1,000,000. For the reasons set forth in the 2010 Proxy Statement, the Compensation Committee awarded Mr. Leven a bonus in respect of his 2009 performance at the level of 25% of the bonus opportunity specified in his contract, or $250,000. Mr. Leven’s actual bonus was pro-rated to $202,740, to reflect the commencement of his employment in March 2009. The Compensation Committee also awarded Mr. Leven a bonus of $67,745 to reimburse him for taxes related to his use of Mr. Adelson’s aircraft. These bonus amounts are shown in the Summary Compensation Table under “Bonus” and “All Other Compensation,” respectively.

Mr. Goldstein. Mr. Goldstein was eligible to receive base bonus payments for the first and second quarters of 2009. For the reasons discussed above in connection with Mr. Adelson’s base and annual bonus, the Summary Compensation Table shows that Mr. Goldstein did not receive performance-based bonus for the first and second quarters of 2009 because the amounts of these bonuses are based on mathematical formulas and subject to a precondition that was not met. In July 2009, Mr. Goldstein entered into a new employment agreement pursuant to which he is eligible to receive a discretionary cash bonus. For the reasons set forth in the 2010 Proxy Statement, the Compensation Committee awarded Mr. Goldstein a bonus in respect of his 2009 performance at the level of 25% of the annual bonus opportunity specified in his contract for 2010, or

$62,250, which is the amount shown in the Summary Compensation Table under “Bonus.”

Mr. Kay. As noted in the 2010 Proxy Statement, under his employment agreement, Mr. Kay is eligible to receive an annual cash bonus based on the achievement of annual performance objectives and in an amount not to exceed 100% of his base salary, which in 2009 was $916,667. For the reasons set forth in the 2010 Proxy Statement, the Compensation Committee awarded Mr. Kay a bonus in respect of his 2009 performance at the level of 25% of the bonus opportunity specified in his contract, or $230,000, which is the amount shown in the Summary Compensation Table under “Bonus.”

Mr. Jacobs. As noted in the 2010 Proxy Statement, under his August 2009 employment agreement, Mr. Jacobs is entitled to receive an annual bonus, with a bonus opportunity of 50% of his base salary, or $435,175, half of which is subject to the achievement of individual objectives to be mutually agreed and half of which is subject to the achievement by the Company’s Macau operations of annual EBITDAR-based performance objectives to be determined by the Compensation Committee. Following the listing of the shares of our subsidiary, Sands China Ltd., on the Stock Exchange of Hong Kong Limited, the Remuneration Committee of the Board of Directors of Sands China Ltd. became responsible for all decisions relating to Mr. Jacobs’s compensation. For the reasons set forth in the 2010 Proxy Statement, the Remuneration Committee of the Board of Directors of Sands China Ltd. awarded Mr. Jacobs a bonus of $433,333 in respect of his 2009 performance, which is the amount shown in the Summary Compensation Table under “Bonus.”

In response to the Staff’s comment, in future filings, the Company will include additional disclosure that succinctly relates the amounts in the Summary Compensation Table to the equity awards described in Compensation Discussion and Analysis for the Company’s named executive officers, similar to the following:

Mr. Adelson. Mr. Adelson’s annual equity incentive awards under his employment agreement are split into two equal components:

Nonqualified stock options. One half of the equity incentive award value is granted in the form of stock options early in the year to which the grant relates. The number of stock options is determined based on an estimate of the grant date Black-Scholes value of the award.

Performance-based restricted stock. One half of the equity incentive award value is granted as restricted stock early in the year following the year to which the grant relates, contingent upon attaining the targeted EBITDAR-based goals identified for the annual supplemental bonus in the prior year. The value of the restricted stock award may range from $0 (if the Company does not achieve 80% of the predetermined EBITDAR-based performance target) to 100% of the value of the restricted stock award opportunity (if the Company achieves 100% of the predetermined EBITDAR-based performance target). The number of shares of restricted stock, if earned, is determined based on the fair market value of our Common Stock on the NYSE on the grant date.

Under his employment agreement, Mr. Adelson is entitled to the following aggregate target grant values of his equity incentive awards as the Company achieves higher annualized six-month EBITDAR levels:

Annualized

EBITDAR

$600 million

$2,650,000

$700 million

$2,900,000

$800 million

$3,150,000

$900 million

$3,400,000

$1 billion

$3,650,000

Mr. Adelson’s target grant value for his restricted stock award for 2008 (granted in 2009) was $1,700,000 (one half of the total equity incentive award of $3,400,000) because the Company, prior to 2008, had achieved more than $900 million of annualized six-month EBITDAR. In 2008, the Company achieved 80.3% of the predetermined EBITDAR-based performance target relating to the award of restricted stock, and the value of Mr. Adelson’s restricted stock grant was pro-rated accordingly. As a result, Mr. Adelson was entitled to receive restricted stock with a value of $24,625, which is the amount shown in the Summary Compensation Table under “Stock Awards” and reflects the grant of 5,948 shares of restricted stock.

The value of Mr. Adelson’s 2009 stock option award opportunity was $1,825,000 (one half of the total equity incentive award of $3,650,000) because the Company, prior to 2009, had achieved more than $1 billion of annualized six-month EBITDAR. Accordingly, on February 6, 2009, Mr. Adelson received a grant of options to purchase654,121 shares of our Common Stock, based on the Black-Scholes value of the stock option award on the grant date. The grant date fair value of this award of $1,825,000 is shown in the Summary Compensation Table under “Option Awards.”

Mr. Goldstein. Under his 2004 employment agreement, Mr. Goldstein was entitled to annual equity incentive awards that are split into the same two equal components (nonqualified stock options and performance -based restricted stock) described above for Mr. Adelson, subject to the Company’s achievement of predetermined EBITDAR-based performance targets. Mr. Goldstein was entitled to the following target grant values of his equity incentive awards as the Company achieves higher annualized six-month EBITDAR levels:

$1,800,000

$2,000,000

$2,150,000

$2,300,000

$2,500,000

Mr. Goldstein’s target grant value for his restricted stock award for 2008 (granted in 2009) was $1,150,000 (one half of the total equity incentive award of $2,300,000) because the Company, prior to 2008, had achieved more than $900 million of annualized six-month EBITDAR. In 2008, the Company achieved 80.3% of the predetermined EBITDAR-based performance target relating to the award of restricted stock, and the value of Mr. Goldstein’s restricted stock grant was pro-rated accordingly. As a result, Mr. Goldstein was entitled to receive restricted stock with a value of $16,659, which is the amount shown in the Summary Compensation Table under “Stock Awards” and reflects the grant of 4,024 shares of restricted stock.

The value of Mr. Goldstein’s 2009 stock option award opportunity was $1,250,000 (one half of the total equity incentive award of $2,500,000) because the Company, prior to 2009, had achieved more than $1 billion of annualized six-month EBITDAR. Accordingly, on February 6, 2009, Mr. Goldstein received a grant of options to purchase 448,028 shares of our Common Stock, based on the Black-Scholes value of the stock option award on the grant date. In addition, Mr. Goldstein received a grant of 500,000 options to purchase shares of our Common Stock with a grant date fair market value of $2,320,000 at the time he entered into his new employment agreement on July 10, 2009. The total grant date fair value of Mr. Goldstein’s option grants of $3,570,000 is included in the Summary Compensation Table under “Option Awards.”

Messrs. Leven. Kay and Jacobs. As noted in the 2010 Proxy Statement, Messrs. Leven, Kay and Goldstein were granted options to purchase shares of our Common Stock in connection with their entry into employment and/or consulting agreements with the Company. In addition, Mr. Kay received a discretionary grant of options in June 2009 for the reasons set forth in the 2010 Proxy Statement. The grant date fair values of these awards are included in the Summary Compensation Table under “Option Awards.”

Read in the reply ↗

We note that, with respect to the lawsuit involving Richard Suen and Round Square Company, you state that you believe the “likelihood that the amount of the judgment will be affirmed is not probable.” Further, with respect to the lawsuit involving AAEC, you state that the case “is without merit.” Finally, with respect to the claims that may be brought by FEC, you state that these claims are “frivolous, baseless and

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without merit.” The statements that these claims are without merit or that the judgment will not be affirmed are legal conclusions that you are not qualified to make. Please confirm that you will omit this type of conclusory statement from future filings.

Please tell us the specific items of corporate and individual performance that are taken into account in determining compensation awards for each named executive officer. Please explain whether the officers met these goals and why the company determined to award bonuses in light of each officer’s achievement or failure to achieve a particular performance measure. Similar disclosure should be provided in future filings. Alternatively, tell us why you believe that disclosure of these targets is not required.

Rest of the answer

Refer to Item 402(b)(2)(v), (vi) and (vii) and Instruction 4 to Item 402(b).

The Company supplementally advises the Staff that the Performance Subcommittee did not establish individual performance goals for Messrs. Leven and Goldstein for 2009. The Performance Subcommittee approved the 2009 individual performance goals for Mr. Kay listed on Annex A to this letter and summarized in the 2010 Proxy Statement.

During its deliberations about bonuses, the Performance Subcommittee evaluated the 2009 performances of Messrs. Leven, Goldstein and Kay, generally, including their impact on the successful completion of the initial public offering of the Company’s subsidiary, Sands China Ltd. However, the Performance Committee also gave significant weight to the Company’s 2009 financial performance and condition, including the Company’s progress on its cost savings initiatives and the status of its development projects, several of which were suspended in November 2008. In addition, the Performance Subcommittee considered Mr. Kay’s achievement of all of his 2009 performance goals. The Performance Subcommittee concluded that it should give more consideration to the Company’s financial performance and condition than individual performance goals and thus decided to award bonuses to Messrs. Leven, Goldstein and Kay at the level of 25% of the bonus opportunity specified in their respective employment agreements.

The Company will provide similar disclosure in future filings.

* * * * * * * *

The Company acknowledges that:

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you need additional information relating to the matters discussed in this letter, please contact the undersigned at (702) 733-5544 or Gayle M. Hyman, Senior Vice President and General Counsel, at (702) 733-5322.

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We note your disclosure on page 44 that, should economic conditions fail to improve, if you are unable to obtain sufficient funding or should you decide to abandon certain projects, all or a portion of your investment to date on your suspended projects could be lost and you may be subject to penalties under the termination clauses in your construction contracts or termination rights under your management contracts.

Rest of the question

Please tell us what specific impact, if any, any of these events would have on your financial condition and results of operations, including quantifying the amount of your investment that could be lost and the penalties or termination rights under your contracts. Confirm that you will provide similar disclosure in future filings.

No numbered answer found in the reply. Read the reply ↗

In light of your suspension of certain development projects, please tell us how you determined it was not necessary to record an impairment charge for the assets related to the suspended projects.

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You state that your disclosure controls and procedures “are effective to provide reasonable assurance that the desired control objectives were achieved.” Please confirm to us and disclose in future filings, if true, that your Chief Executive Officer and your Chief Financial Officer concluded that your disclosure controls and procedures were effective “at the reasonable assurance level.” Please refer to Item 307 of

Rest of the question

Regulation S-K.

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We note that you have incorporated by reference the forms of various agreements rather than executed agreements. For example, please see Exhibits 4.7, 4.8, and 4.9. Please tell us why you have not filed executed copies of these agreements to the extent such executed versions are material contracts required to be filed. Please see Item 601(a)(4) and Instruction 1 to Item 601 of Regulation S-K.

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* * * * Please respond to our comments within 10 business days or tell us when you will provide us with a response. Please submit your response letter on EDGAR. Please understand that we may have additional comments after reviewing your response to our comments.

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We note your response to comment 2 of our letter dated May 19, 2010. In response to our comment, you have proposed replacing the risk factor “If the operating results of The Shoppes at The Palazzo continue to be less …” with a new risk factor specifically focused on the bankruptcy filings of GGP.

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Please revise your disclosure in the proposed risk factor to specifically address the impact on your business operations, as applicable, if you do not maintain an acceptable working relationship with GGP or its successors similar to disclosure in your previous risk factor.

No reply letter found.

We note your disclosure beginning on page 19 regarding the short-term incentives as well as the disclosure beginning on page 22 regarding the long-term incentives. With respect to your incentive compensation, please revise your disclosure to more succinctly describe how the amounts reflected on the summary compensation table relate to the target amounts described in the compensation discussion and analysis.

Rest of the question

For example only, please clarify how the tables of annualized EBITDAR on page 20 are used to calculate Mr. Adelson’s bonus as well as how the annualized EBITDAR tables are used to calculate long-term incentive compensation.

No reply letter found.

Please tell us the specific items of corporate and individual performance that are taken into account in determining compensation awards for each named executive officer. Please explain whether the officers met these goals and why the company determined to award bonuses in light of each officer’s achievement or failure to achieve a particular performance measure. Similar disclosure should be provided future filings.

Rest of the question

Alternatively, tell us why you believe that disclosure of these targets is not required. Refer to Item 402(b)(2)(v), (vi) and (vii) and Instruction 4 to Item 402(b).

No reply letter found.