Debt | Debt Debt consists of the following: December 31, 2024 2023 (In millions except face amounts) Corporate and U.S. Related (1) : LVSC Senior Notes $1.75 billion 3.200% Senior Notes due August 2024 (net of unamortized original issue discount and deferred financing costs of $2) $ — $ 1,748 $500 million 2.900% Senior Notes due June 2025 (net of unamortized original issue discount and deferred financing costs of nil and $1, respectively) 500 499 $1.0 billion 3.500% Senior Notes due August 2026 (net of unamortized original issue discount and deferred financing costs of $3 and $5, respectively) 997 995 $750 million 5.900% Senior Notes due June 2027 (net of unamortized original issue discount and deferred financing costs of $5) 745 — $500 million 6.000% Senior Notes due August 2029 (net of unamortized original issue discount and deferred financing costs of $5) 495 — $750 million 3.900% Senior Notes due August 2029 (net of unamortized original issue discount and deferred financing costs of $5 and $6, respectively) 745 744 $500 million 6.200% Senior Notes due August 2034 (net of unamortized original issue discount and deferred financing costs of $5) 495 — Other (2) 115 — Macao Related (1) : SCL Senior Notes $1.80 billion 5.125% Senior Notes due August 2025 (net of unamortized original issue discount and deferred financing costs of $1 and $4, respectively) 1,624 1,796 $800 million 3.800% Senior Notes due January 2026 (net of unamortized original issue discount and deferred financing costs of $2 and $4, respectively) 798 796 $700 million 2.300% Senior Notes due March 2027 (net of unamortized original issue discount and deferred financing cost of $3 and $5, respectively) 697 695 $1.90 billion 5.400% Senior Notes due August 2028 (net of unamortized original issue discount and deferred financing costs of $9 and $11, respectively) 1,891 1,889 $650 million 2.850% Senior Notes due March 2029 (net of unamortized original issue discount and deferred financing cost of $5) 645 645 $700 million 4.375% Senior Notes due June 2030 (net of unamortized original issue discount and deferred financing costs of $6 and $7, respectively) 694 693 $600 million 3.250% Senior Notes due August 2031 (net of unamortized original issue discount and deferred financing cost of $4 and $5, respectively) 596 595 Other (2) 12 19 Singapore Related (1) : 2012 Singapore Term Facility (net of unamortized deferred financing costs of $12 and $24, respectively) 2,656 2,867 Singapore Delayed Draw Term Facility 46 47 Other (2) 1 1 13,752 14,029 Less — current maturities (3,160) (1,900) Total debt $ 10,592 $ 12,129 ____________________ (1) Unamortized deferred financing costs of $76 million and $59 million as of December 31, 2024 and 2023, respectively, related to the Company's revolving credit facilities and the undrawn portion of the Singapore Delayed Draw Term Facility are included in “Other assets, net” and “Prepaid expenses and other” in the accompanying consolidated balance sheets. (2) Includes finance leases related to the U.S., Macao and Singapore of $115 million, $12 million and $1 million as of December 31, 2024, respectively, and related to Macao of $18 million as of December 31, 2023. Corporate and U.S. Related Debt LVSC Senior Notes The LVSC Senior Notes are senior unsecured obligations of LVSC. Each series of LVSC Senior Notes rank equally in right of payment with all of LVSC’s other unsecured and unsubordinated obligations, if any. None of LVSC’s subsidiaries guarantee the LVSC Senior Notes. The LVSC Senior Notes were issued pursuant to an indenture, dated July 31, 2019, as amended with respect to each of the series of the LVSC Senior Notes (the “Indenture”), between LVSC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee. The Indenture contains covenants, subject to customary exceptions and qualifications, that limit the ability of LVSC and its subsidiaries to, among other things, incur liens, enter into sale and leaseback transactions and consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets on a consolidated basis. The Indenture also provides for customary events of default. On May 16, 2024, LVSC issued, in an underwritten public offering, three series of senior unsecured notes in an aggregate principal amount of $1.75 billion, consisting of $750 million of 5.900% Senior Notes due June 1, 2027, $500 million of 6.000% Senior Notes due August 15, 2029, and $500 million of 6.200% Senior Notes due August 15, 2034. The net proceeds from the offering and cash on hand were used to redeem in full the outstanding principal amount of the $1.75 billion 3.200% Senior Notes and any accrued interest. As a result, the Company recorded a $1 million loss on early retirement of debt during the year ended December 31, 2024. There are no interim principal payments on the LVSC Senior Notes and interest is payable semi-annually in arrears on each February 8 and August 8 with respect to the $750 million 3.900% Senior Notes, on each February 18 and August 18 with respect to the $1.0 billion 3.500% Senior Notes, and on each June 25 and December 25 with respect to the $500 million 2.900% Senior Notes. Interest is payable semi-annually in arrears on December 1 and June 1, commencing on December 1, 2024, with respect to the $750 million 5.900% Senior Notes and on February 15 and August 15, commencing on February 15, 2025, with respect to the $500 million 6.000% Senior Notes and the $500 million 6.200% Senior Notes. The weighted average interest rate for the LVSC Senior Notes was 4.1%, 3.4% and 3.4% for the years ended December 31, 2024, 2023 and 2022, respectively. LVSC Revolving Facility On August 9, 2019, LVSC entered into a revolving credit agreement with the arrangers and lenders named therein and The Bank of Nova Scotia, as administrative agent for the lenders (the “LVSC Revolving Credit Agreement”), as amended, pursuant to which the lenders provided unsecured, revolving credit commitments to LVSC in an aggregate principal amount of $1.50 billion (the “LVSC Revolving Facility”), which was available until August 9, 2024, and included a $150 million sub-facility for letters of credit. On April 3, 2024, LVSC entered into a new revolving credit agreement, as further described below, and upon entering into the new agreement, the LVSC Revolving Credit Agreement was terminated. 2024 LVSC Revolving Facility On April 3, 2024, LVSC entered into a revolving credit agreement with the arrangers and lenders named therein and The Bank of Nova Scotia, as administrative agent for the lenders (the “2024 LVSC Revolving Credit Agreement”), pursuant to which the lenders provided unsecured, revolving credit commitments to LVSC in an aggregate principal amount of $1.50 billion (the “2024 LVSC Revolving Facility”), which are available until April 3, 2029, and include a $150 million sub-facility for letters of credit. LVSC may utilize the proceeds of the loans for general corporate purposes and working capital requirements of LVSC and its subsidiaries and any other purpose not prohibited by the 2024 LVSC Revolving Credit Agreement. The loans made under the 2024 LVSC Revolving Credit Agreement will bear interest at either, at LVSC’s option, (x) an adjusted Secured Overnight Financing Rate (“SOFR”), plus an applicable margin ranging from 1.125% to 1.550% per annum, or (y) at an alternate base rate, plus an applicable margin ranging from 0.125% to 0.550% per annum, in each case, depending on LVSC’s corporate family credit rating. Under the 2024 LVSC Revolving Credit Agreement, LVSC must pay a commitment fee quarterly in arrears on the undrawn portion of the revolving commitments, which commitment fee ranges from 0.125% to 0.250% per annum, depending on LVSC’s corporate family credit rating. The 2024 LVSC Revolving Credit Agreement contains customary affirmative and negative covenants, in each case, subject to customary exceptions and thresholds, including a financial covenant limiting LVSC and its Restricted Subsidiaries (as defined in the agreement) to a maximum consolidated net leverage ratio of 4.00x as of the last day of each fiscal quarter. The negative covenants include, among other things, limitations on (i) the incurrence of liens on the assets of LVSC and its Restricted Subsidiaries, (ii) the incurrence of indebtedness by the Restricted Subsidiaries, (iii) the merger, consolidation or liquidation of LVSC or the sale of all or substantially all of LVSC’s assets and (iv) investments in subsidiaries of LVSC that are not Restricted Subsidiaries. The 2024 LVSC Revolving Credit Agreement also contains customary events of default, including payment defaults, cross defaults to material debt, bankruptcy and insolvency, breaches of covenants and inaccuracy of representations and warranties, in each case subject to customary grace periods. In the case of a continuing event of default, the majority of lenders would be entitled to exercise various remedies, including the termination of any unused commitments and acceleration of any then-outstanding amounts due under the 2024 LVSC Revolving Credit Agreement. As of December 31, 2024, the Company had $1.50 billion of available borrowing capacity under the 2024 LVSC Revolving Facility, net of outstanding letters of credit. Macao Related Debt SCL Senior Notes The SCL Senior Notes are senior unsecured obligations of SCL. Each series of notes rank equally in right of payment with all of SCL’s existing and future senior unsecured debt and will rank senior in right of payment to all of SCL’s future subordinated debt, if any. The notes will be effectively subordinated in right of payment to all of SCL’s future secured debt (to the extent of the value of the collateral securing such debt) and will be structurally subordinated to all of the liabilities of SCL’s subsidiaries. None of SCL’s subsidiaries guarantee the notes. The SCL Senior Notes were issued pursuant to indentures between SCL and U.S. Bank National Association, as trustee. Upon the occurrence of certain events described in these indentures, the interest rate on the SCL Senior Notes may be adjusted. The indentures contain covenants, subject to customary exceptions and qualifications, that limit the ability of SCL and its subsidiaries to, among other things, incur liens, enter into sale and leaseback transactions and consolidate, merge, sell or otherwise dispose of all or substantially all of SCL’s assets on a consolidated basis. The indentures also provide for customary events of default. There are no interim principal payments on the SCL Senior Notes. Interest is payable semi-annually in arrears on each February 8 and August 8, with respect to the $1.80 billion 5.125% Senior Notes, the $1.90 billion 5.400% Senior Notes and the $600 million 3.250% Senior Notes. Interest is payable semi-annually in arrears on each January 8 and July 8, with respect to the $800 million 3.800% Senior Notes, and on June 18 and December 18, with respect to the $700 million 4.375% Senior Notes. Interest is payable semi-annually in arrears on each March 8 and September 8, with respect to the $700 million 2.300% Senior Notes and the $650 million 2.850% Senior Notes. On February 16 and June 16, 2022, Standard & Poor’s (“S&P”) and Fitch, respectively, downgraded the credit rating for the Company and SCL to BB+. As a result of the downgrades, the coupon on each series of the outstanding SCL Senior Notes increased by 0.50% per annum, with a 0.25% per annum increase becoming effective on the first interest payment date after February 16, 2022 as it relates to the S&P downgrade and an additional 0.25% increase per annum after June 16, 2022 as it relates to the Fitch downgrade. The downgrade resulted in an increase of $30 million and $16 million in interest expense for the years ended December 31, 2023 and 2022, respectively. On July 26, 2023, S&P upgraded the credit rating for the Company and SCL to BBB-. On February 1, 2024, Fitch also upgraded the credit rating for the Company and SCL to BBB-. As a result of the upgrades, the coupon on each series of the outstanding SCL Senior Notes decreased by 0.25% per annum effective on the first interest payment date after July 26, 2023 as it relates to the S&P upgrade and 0.25% per annum effective on the first interest payment date after February 1, 2024, as it relates to the Fitch upgrade. During the year ended December 31, 2024, SCL repurchased $175 million of the outstanding principal amount of the $1.80 billion 5.125% Senior Notes, resulting in a gain on early retirement of debt of approximately $1 million, and a remaining aggregate principal amount of $1.63 billion. The weighted average interest rate for the SCL Senior Notes was 4.4%, 4.8% and 4.6% for the years ended December 31, 2024, 2023 and 2022, respectively. 2018 SCL Credit Facility On November 20, 2018, SCL entered into a facility agreement with the arrangers and lenders named therein and Bank of China Limited, Macau Branch, as agent for the lenders (the “2018 SCL Credit Facility”), pursuant to which the lenders made available a $2.0 billion revolving unsecured credit facility to SCL (the “2018 SCL Revolving Facility”). SCL could draw loans under the facility, which would have consisted of general revolving loans (consisting of a United States dollar component and a Hong Kong dollar ("HKD") component) or loans drawn under a swing-line loan sub-facility (denominated in either United States dollars or HKDs). The facility, as amended, was available until July 31, 2025 and had increased the HKD commitments to HKD 17.63 billion (approximately $2.27 billion at exchange rates in effect on October 23, 2024) and U.S. dollar commitments to $237 million. The weighted average interest rate for the 2018 SCL Credit Facility was 6.3% and 4.3% for the years ended December 31, 2023 and 2022, respectively. On October 23, 2024, SCL entered into a new credit facility, as further described below, and upon entering into the new agreement, the 2018 SCL Credit Facility was terminated. 2024 SCL Credit Facility On October 23, 2024, SCL entered into a new facility agreement (the “2024 SCL Credit Facility”) with the arrangers and lenders named therein and Bank of China Limited, Macau Branch, as agent for the lenders. The 2024 SCL Credit Facility provides for a 19.50 billion HKD (approximately $2.51 billion at exchange rates in effect on December 31, 2024) unsecured revolving credit facility (the “2024 SCL Revolving Facility”). SCL may draw revolving loans under the 2024 SCL Revolving Facility from time to time until September 24, 2029 (or if that day is not a business day in Hong Kong or Macao, the next business day), for general corporate and working capital requirements of SCL and its subsidiaries, subject to certain restrictions set forth in the 2024 SCL Credit Facility. The final maturity date of all loans drawn under the 2024 SCL Revolving Facility is October 23, 2029. The 2024 SCL Credit Facility also makes available an HKD 12.95 billion (approximately $1.67 billion at e xchange rates in effect on December 31, 2024) unsecured term loan facility (the “2024 SCL Term Loan Facility”). SCL may make a drawdown under the 2024 SCL Term Loan Facility at any time until August 31, 2025, for the purpose of repaying amounts outstanding under its unsecured $1.80 billion 5.125% Senior Notes. The final maturity date of such loan drawn under the 2024 SCL Term Loan Facility is the date falling on the fifth anniversary of the date on which such loan is drawn. Loans under the 2024 SCL Credit Facility will bear interest calculated by reference to the Hong Kong interbank offered rate plus a mar gin that is, in the case of the 2024 SCL Revolving Facility, determined by reference to the consolidated leverage ratio as defined therein. The initial margin for revolving loans drawn under the 2024 SCL Revolving Facility is 2.50% per annum. The margin for the term loan drawn under the 2024 SCL Term Loan Facility is 1.65% per annum. SCL is also required to pay a commitment fee of 0.60% per annum on the undrawn amounts under the 2024 SCL Credit Facility and other customary fees. The 2024 SCL Credit Facility contains affirmative and negative covenants customary for similar unsecured financings, including, but not limited to, limitations on indebtedness secured by liens on principal properties, sale and leaseback transactions, dividend restrictions and restrictions on the repayment of the LVS term loan unless after such payments, SCL’s cash balance is not less than $250 million. The 2024 SCL Credit Facility also requires SCL to maintain a maximum ratio of total indebtedness to adjusted EBITDA of 4.00x throughout the life of the facility and a minimum ratio of adjusted EBITDA to net interest expense (including capitalized interest) of 2.50x throughout the life of the facility. The 2024 SCL Credit Facility also contains certain events of default (some of which are subject to grace and remedy periods and materiality qualifiers), including, but not limited to, events relating to the gaming operations of SCL and its subsidiaries and the loss or termination of certain land concession contracts. As of December 31, 2024, the Company had HKD 32.45 billion (approximately $4.18 billion at exchange rates in effect on December 31, 2024) of available borrowing capacity under the 2024 SCL Credit Facility, comprised of commitments of HKD 19.50 billion (approximately $2.51 billion at exchange rates in effect on December 31, 2024) under the 2024 SCL Revolving Facility and HKD 12.95 billion (approximately $1.67 billion at exchange rates in effect on December 31, 2024) under the 2024 SCL Term Loan Facility. Singapore Related Debt 2012 Singapore Credit Facility In June 2012, MBS entered into a credit agreement (the “2012 Singapore Credit Facility”), providing for a fully funded term loan (the “2012 Singapore Term Facility”) and a revolving facility (the “2012 Singapore Revolving Facility”), which included an ancillary facility (the “2012 Singapore Ancillary Facility”). During March 2018, MBS amended its 2012 Singapore Credit Facility, which refinanced the facility in an aggregate amount of SGD 4.80 billion (approximately $3.53 billion at exchange rates in effect on December 31, 2024). On August 30, 2019, MBS amended and restated its 2012 Singapore Credit Facility (the “Amendment and Restatement Agreement”). The Amendment and Restatement Agreement extended (a) the maturity date of the term loans under the 2012 Singapore Term Facility to August 31, 2026, and (b) the termination date of the revolving credit commitments under the 2012 Singapore Revolving Facility to February 27, 2026, and also increased the principal amount of revolving credit commitments by an additional SGD 250 million (approximately $184 million at exchange rates in effect on December 31, 2024) for a total aggregate principal amount of SGD 750 million (approximately $551 million at exchange rates in effect on December 31, 2024). Under the Amendment and Restatement Agreement, certain lenders committed to provide a new delayed draw term loan facility (the “Singapore Delayed D raw Term Facility”) in an aggregate principal amount of SGD 3.75 billion (approximately $2.76 billion at exchange rates in effect on December 31, 2024), which was available to MBS until December 30, 2024, to finance costs associated with the MBS Expansion Project. The loans borrowed under the Singapore Delayed Draw Term Facility will mature on August 31, 2026. The indebtedness under the 2012 Singapore Credit Facility is collateralized by a first-priority security interest in substantially all of MBS's assets, other than capital stock and similar ownership interests, certain furniture, fixtures and equipment and certain other excluded assets. The term loans under the 2012 Singapore Term Facility are subject to interim quarterly amortization payments, beginning with the fiscal quarter ended December 31, 2019, in an amount equal to (i) until and including the fiscal quarter ending September 30, 2024, 0.5% of the pri ncipal amount outstanding on June 30, 2019 (the “Term Facility Restatement Date”), (ii) for the fiscal quarter ending December 31, 2024, 3.0% of the principal amount outstanding on the Term Facility Restatement Date, (iii) for the fiscal quarters ending March 31, 2025 through September 30, 2025, 5.0% of the principal amount outstanding on the Term Facility Restatement Date, and (iv) for the fiscal quarters ending December 31, 2025 through June 30, 2026, 18.0% of the principal amount outstanding on the Term Facility Restatement Date. On the maturity date of August 31, 2026, MBS is required to repay all remaining amounts outstanding on the 2012 Singapore Term Facility. Loans under the Singapore Delayed Draw Term Facility are subject to interim quarterly amortization payments, beginning with the fiscal quarter ending March 31, 2025, in an amount equal to (i) until and including the fiscal quarter ending September 30, 2025, 5.0% of the principal amount outstanding on December 30, 2024 (the “Delayed Draw Term Facility Restatement Date”), and (ii) for each fiscal quarter from December 31, 2025, until and including June 30, 2026, 18.0% of the principal amount outstanding on the Delayed Draw Term Facility Restatement Date. On the maturity date of August 31, 2026, MBS is required to repay all remaining amounts outstanding on the Singapore Delayed Draw Term Facility. Under the Amendment and Restatement Agreement, MBS must comply with a maximum consolidated leverage ratio of 4.50x on the last day of each fiscal quarter from August 30, 2019, until twelve months following the date on which a temporary occupation permit is issued with respect to the MBS Expansion Project. Thereafter, MBS must comply with a maximum consolidated leverage ratio of 4.00x as of the last day of each fiscal quarter through maturity. On February 9, 2022, MBS entered into an additional amendment (the “Additional Amendment Agreement”) with DBS Bank Ltd., as agent and security trustee. Under the Additional Amendment Agreement, outstanding loans bear interest at the Singapore Overnight Rate Average (“SORA”) with a credit spread adjustment of 0.19% per annum, plus an applicable margin ranging from 1.15% to 1.85% per annum, based on MBS’s consolidated leverage ratio (estimated interest rate set at approximately 4.43% as of December 31, 2024). MBS pays a standby commitment fee of 35% to 40% of the spread per annum on all undrawn amounts under the 2012 Singapore Revolving Facility. The weighted average interest rate for the 2012 Singapore Credit Facility was 4.9%, 5.3% and 3.5% for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, MBS had SGD 588 million (approximately $433 million at exchange rates in effect on December 31, 2024) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit, primarily consisting of a banker’s guarantee in connection with the MBS Expansion Project for SGD 153 million (approximately $113 million at exchange rates in effect on December 31, 2024). Debt Covenant Compliance As of December 31, 2024, management believes the Company was in compliance with all debt covenants. Cash Flows from Financing Activities Cash flows from financing activities related to debt and finance lease obligations are as follows: Year Ended December 31, 2024 2023 2022 (In millions) Proceeds from LVSC Senior Notes $ 1,748 $ — $ — Proceeds from 2018 SCL Credit Facility — — 1,200 $ 1,748 $ — $ 1,200 Repayment on LVSC Senior Notes $ (1,750) $ — $ — Repurchase of SCL Senior Notes (174) — — Repayments on 2018 SCL Credit Facility — (1,948) — Repayments on 2012 Singapore Credit Facility (139) (62) (60) Repayments on Other Debt (11) (59) (6) $ (2,074) $ (2,069) $ (66) Scheduled Maturities of Debt Maturities of debt outstanding (excluding finance leases) as of December 31, 2024, are summarized as follows: Debt (In millions) 2025 $ 3,152 2026 3,487 2027 1,450 2028 1,900 2029 1,900 Thereafter 1,800 Total $ 13,689 |