Equity

Preferred Stock and Warrants

In November 2008, the Company issued 10,446,300 shares of its 10% Series A Cumulative Perpetual Preferred Stock (the “Preferred Stock”) and warrants to purchase up to an aggregate of approximately 174,105,348 shares of common stock at an exercise price of $6.00 per share and an expiration date of November 16, 2013 (the “Warrants”). Units consisting of one share of Preferred Stock and one Warrant to purchase 16.6667 shares of common stock were sold for $100 per unit. Of the 10,446,300 shares of Preferred Stock issued, the Company issued 5,196,300 shares to the public together with Warrants to purchase up to an aggregate of approximately 86,605,173 shares of its common stock. Of the 10,446,300 shares of Preferred Stock issued, the Company issued 5,250,000 shares to the Principal Stockholder’s family together with Warrants to purchase up to an aggregate of approximately 87,500,175 shares of its common stock. In November 2011, the Company redeemed all of the Preferred Stock outstanding.

During the year ended December 31, 2013, the remaining 3,500 Warrants issued to the public were exercised to purchase an aggregate of 64,562 shares of the Company’s common stock at $6.00 per share and $0.3 million in cash was received as settlement of the Warrant exercise price. During the year ended December 31, 2012, 39,070 Warrants issued to the public 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.

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.

Common Stock

Dividends

On March 31, June 30, September 30 and December 29, 2014, the Company paid a dividend of $0.50 per common share as part of a regular cash dividend program. During the year ended December 31, 2014, the Company recorded $1.61 billion as a distribution against retained earnings (of which $863.3 million related to the Principal Stockholder’s family and the remaining $744.8 million related to all other shareholders).

On March 29, June 28, September 27 and December 31, 2013, the Company paid a dividend of $0.35 per common share as part of a regular cash dividend program. During the year ended December 31, 2013, the Company recorded $1.15 billion as a distribution against retained earnings (of which $604.2 million related to the Principal Stockholder’s family and the remaining $548.9 million related to all other shareholders).

On March 30, June 29, September 28 and December 28, 2012, the Company paid a dividend of $0.25 per common share as part of a regular cash dividend program. On December 18, 2012, the Company paid a special cash dividend of $2.75 per common share. During the year ended December 31, 2012, the Company recorded $3.09 billion as a distribution against retained earnings (of which $1.62 billion related to the Principal Stockholder’s family and the remaining $1.47 billion related to all other shareholders).

In January 2015, as part of a regular cash dividend program, the Company’s Board of Directors declared a quarterly dividend of $0.65 per common share (a total estimated to be approximately $519 million) to be paid on March 31, 2015, to shareholders of record on March 23, 2015.

Repurchase Program

In June 2013, the Company’s Board of Directors approved a stock repurchase program with an initial authorization of $2.0 billion, which expires in June 2015, but was completed during the year ended December 31, 2014. In October 2014, the Company's Board of Directors authorized the repurchase of an additional $2.0 billion of its outstanding common stock, which expires in October 2016. 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 year ended December 31, 2014 and 2013, the Company repurchased 22,406,655 and 8,570,281 shares, respectively, of its common stock for $1.66 billion and $570.5 million, respectively, (including commissions) under this program. All share repurchases of the Company’s common stock have been recorded as treasury stock.

Rollforward of Shares of Common Stock

A summary of the outstanding shares of common stock is as follows:



Balance as of January 1, 2012	733,249,698
Exercise of stock options	2,387,831
Issuance of restricted stock	516,556
Forfeiture of unvested restricted stock	(12,000	)
Exercise of warrants	88,155,671
Balance as of December 31, 2012	824,297,756
Exercise of stock options	2,777,127
Issuance of restricted stock	146,848
Forfeiture of unvested restricted stock	(13,076	)
Repurchase of common stock	(8,570,281	)
Exercise of warrants	64,562
Balance as of December 31, 2013	818,702,936
Exercise of stock options	1,955,108
Issuance of restricted stock	31,137
Vesting of restricted stock units	29,541
Forfeiture of unvested restricted stock	(8,675	)
Repurchase of common stock	(22,451,875	)
Balance as of December 31, 2014	798,258,172

Other Equity Transactions

In addition to the shares repurchased under the share repurchase program, during the year ended December 31, 2014, the Company repurchased 45,220 shares in satisfaction of tax withholding and exercise price obligations on vested restricted stock and a stock option exercise.

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 year ended December 31, 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

SCL

On February 26, 2014, SCL paid a dividend of 0.87 Hong Kong dollar ("HKD") per share and a special dividend of HKD 0.77 per share, and, on June 30, 2014, paid a dividend of HKD 0.86 per share (a total of $2.60 billion) to SCL shareholders (of which the Company retained $1.82 billion).

On February 28 and June 21, 2013, SCL paid a dividend of HKD 0.67 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 $1.20 billion) to SCL shareholders (of which the Company retained $844.4 million).

In January 2015, the Board of Directors of SCL declared a dividend of HKD 0.99 per share (a total of $1.03 billion, of which the Company retained $722 million) to SCL shareholders of record on February 13, 2015, which was paid on February 27, 2015.

Other

In April 2014, the Company disposed of its interest in one of its majority owned subsidiaries, resulting in a loss of $0.5 million, which was included in loss on disposal of assets during the year ended December 31, 2014. In addition, during the years ended December 31, 2014, 2013 and 2012, the Company distributed $9.8 million, $11.9 million and $10.5 million, respectively, to certain of its noncontrolling interests.