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April 6, 2023

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549-7010

Re:     Las Vegas Sands Corp.

Form 10-K for the fiscal year ended December 31, 2022

Filed February 2, 2023

File No. 001-32373

Ladies and Gentlemen:

Las Vegas Sands Corp. (“we,” “our” or the “Company”) hereby responds to the comments set forth in the comment letter of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”) dated March 23, 2023 (the “Comment Letter”) relating to the above referenced SEC filing.

For the convenience of the Staff, the Company has restated in this letter the comments in the Comment Letter in italics, followed by the Company’s response. Capitalized terms used but not defined herein have the meanings given to them in the relevant SEC filing. All references to page numbers and captions (other than those in the comments) correspond to the page numbers in the relevant SEC filing.

Form 10-K for the Fiscal Year Ended December 31, 2022

Notes to the Consolidated Financial Statements

Note 7 - Property and Equipment, Net, page 96

1. 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. 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.

Response: 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. 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

April 6, 2023

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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

Securities and Exchange Commission

April 6, 2023

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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 606-10- 55-3A 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

Securities and Exchange Commission

April 6, 2023

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

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

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

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

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

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

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

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

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

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

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

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

The Company notes that under a typical sale-and-leaseback transaction the seller-lessee retains physical possession during the leaseback period. However, when a buyer-lessor transfers consideration in exchange for the assets, the buyer-lessor demonstrates risk and rewards of ownership. The buyer-lessor has risk since it advanced consideration (transferred assets) to acquire the leased assets. This inve