TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo August 3, 2023 Geoffrey Stuart Davis Executive Vice President and Chief Financial Officer Melco Resorts & Entertainment LTD 71 Robinson Road #04-03 Singapore 068895 Re: Melco Resorts & Entertainment LTD Form 20-F for Fiscal Year Ended December 31, 2022 File No. 001-33178 Dear Geoffrey Stuart Davis: We have limited our review of your filing to the submission and/or disclosures as required by Item 16I of Form 20-F and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. After reviewing your response to these comments, we may have additional comments. Form 20-F for Fiscal Year Ended December 31, 2022 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 192 1. We note your statement that you reviewed public filings and stockholder lists of your Company and Melco International in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3). 2. In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of the board of you or your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as Geoffrey Stuart Davis Melco Resorts & Entertainment LTD August 3, 2023 Page 2 affidavits as the basis for your disclosure. 3. We note your disclosure beginning on page 79 that appears to indicate you have consolidated foreign operating entities in Macau, the Philippines, and Cyprus. Please note that Item 16I(b) requires that you provide disclosures for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures. With respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign operating entities are organized or incorporated and provide the percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating entities in your supplemental response. With respect to (b)(3) and (b)(5), please provide the required information for you and all of your consolidated foreign operating entities in your supplemental response. 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. Please contact Christopher Dunham at 202-551-3783 or Jennifer Gowetski at 202-551- 3401 with any questions. Sincerely, FirstName LastNameGeoffrey Stuart Davis Division of Corporation Finance Comapany NameMelco Resorts & Entertainment LTD Disclosure Review Program August 3, 2023 Page 2 cc: David C. Lee FirstName LastName