NOTE 4 — EQUITY AND EARNINGS PER SHARE

Common Stock

Dividends

On March 29, June 28 and September 27, 2013, the Company paid a dividend of $0.35 per common share as part of a regular cash dividend program. During the nine months ended September 30, 2013, the Company recorded $866.4 million as a distribution against retained earnings (of which $453.1 million related to the Principal Stockholder’s family).

On March 30, June 29 and September 28, 2012, the Company paid a dividend of $0.25 per common share as part of a regular cash dividend program. During the nine months ended September 30, 2012, the Company recorded $617.4 million as a distribution against retained earnings (of which $323.5 million related to the Principal Stockholder’s family).

In October 2013, the Company’s Board of Directors declared a quarterly dividend of $0.35 per common share (a total estimated to be approximately $287 million) to be paid on December 31, 2013, to shareholders of record on December 20, 2013.

Repurchase Program

In June 2013, the Company’s Board of Directors approved a share repurchase program, which expires in June 2015, with an initial authorization of $2.0 billion. Repurchases of the Company’s common stock are made at the Company’s discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, legal requirements, other investment opportunities and market conditions. During the nine months ended September 30, 2013, the Company repurchased 5,479,601 shares of its common stock for $346.3 million (including commissions) under this program. All share repurchases of the Company’s common stock have been recorded as treasury shares.

Warrants

On March 2, 2012, the Principal Stockholder’s family exercised all of their outstanding warrants to purchase 87,500,175 shares of the Company’s common stock for $6.00 per share and paid $525.0 million in cash as settlement of the warrant exercise price. Additionally, during the nine months ended September 30, 2012, 39,070 warrants were exercised to purchase an aggregate of 655,496 shares of the Company’s common stock at $6.00 per share and $3.9 million in cash was received as settlement of the warrant exercise price. No warrants were exercised during the nine months ended September 30, 2013.

Other Equity Transactions

In July 2012, the Company purchased a Boeing 747 airplane from an entity controlled by the Principal Stockholder for $34.0 million, based on independent third party appraisals. In accordance with accounting standards regarding transactions between entities under common control, the Company recorded the cost of the airplane at the Principal Stockholder’s book value at the date of the transaction, which was $15.4 million. The $18.6 million difference between the amount paid and the book value of the airplane (a gain to the Principal Stockholder) was recorded as a deemed distribution to the Principal Stockholder during the nine months ended September 30, 2012.

The Company believes that the purchase of the airplane allows it to meet the increased demand for high-end premium direct customer travel driven from the Company’s expanding global gaming operations and is an important component in creating the ultimate trans-Pacific transportation experience for its customers. The Company believes it would have been more costly to acquire the airplane in the open market due to the limited supply of similar aircraft with luxury features.

Noncontrolling Interests

On February 28 and June 21, 2013, SCL paid a dividend of 0.67 Hong Kong dollars (“HKD”) and HKD 0.66 per share, respectively (a total of $1.38 billion), to SCL shareholders (of which the Company retained $970.2 million). On February 28 and June 22, 2012, SCL paid a dividend of HKD 0.58 per share (a total of $1.2 billion) to SCL shareholders (of which the Company retained $844.4 million).

During the nine months ended September 30, 2013 and 2012, the Company distributed $7.8 million and $7.6 million, respectively, to certain of its noncontrolling interests.

Earnings Per Share

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)		823,200,515		821,482,154		823,512,889		801,084,165
Potential dilution from stock options, warrants and restricted stock and stock units		3,764,825		4,124,094		4,030,621		22,276,870

Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)		826,965,340		825,606,248		827,543,510		823,361,035

Antidilutive stock options excluded from the calculation of diluted earnings per share		4,573,059		5,549,521		4,547,759		5,395,158

Accumulated Other Comprehensive Income

As of September 30, 2013 and December 31, 2012, accumulated other comprehensive income consisted solely of foreign currency translation adjustments.