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.

Rest of the question

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.

Rest of the answer

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

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

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.

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

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.

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

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:

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

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.

Read in the reply ↗

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.

Rest of the question

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

Rest of the question

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.

Rest of the answer

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.

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

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.

Read in the reply ↗

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

Rest of the question

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.

Corporate Headquarters: 5420 S. Durango Dr. Las Vegas, NV 89113

Securities and Exchange Commission

* * *

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

Rest of the answer

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

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.

Rest of the question

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.

Rest of the answer

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.

****

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 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.

****

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.

Read in the reply ↗

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

Rest of the answer

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).

Read in the reply ↗

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.

Rest of the question

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.

Read in the reply ↗

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

Rest of the answer

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.

Read in the reply ↗

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.

Rest of the answer

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.

* * * * * * * *

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.

Read in the reply ↗

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

Rest of the question

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.

Read in the reply ↗

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.

Read in the reply ↗