LVSLas Vegas Sands

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.

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 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.

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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.

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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.

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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 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.

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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:

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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.”

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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

Rest of the question

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.

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

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.

Rest of the question

* * * * 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.

Rest of the question

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.