Equity and Earnings Per Share

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Equity

Equity and Earnings Per Share

Common Stock

Dividends

On February 14, May 15 and August 14, 2024, the Company paid a quarterly dividend of $0.20 per common share as part of a regular cash dividend program. During the nine months ended September 30, 2024, the Company recorded $446 million as a distribution against retained earnings.

In October 2024, the Company’s Board of Directors declared a quarterly dividend of $0.20 per common share (a total estimated to be approximately $145 million) to be paid on November 13, 2024, to stockholders of record on November 5, 2024.

Share Repurchases

During the nine months ended September 30, 2024, the Company repurchased 28,746,681 shares of its common stock for approximately $1.31 billion (including commissions and $13 million in excise tax) under the Company’s current share repurchase program. During the nine months ended September 30, 2023, no shares of its common stock were repurchased. Subsequently, on October 22, 2024, the Company’s Board of Directors authorized increasing the remaining share repurchase amount from $195 million to $2.0 billion and extending the share repurchase program’s expiration date to November 3, 2026.

As part of the Company’s current share repurchase program, on September 5, 2024, the Company entered into a capped call option contract (“Capped Call”), pursuant to which the Company purchased capped call options on 1,336,210 shares of the Company’s common stock with a $0 strike price and a cap price of $39.02. The Capped Call will expire on October 31, 2024 and can result in the receipt of cash or shares. Shares acquired through the exercise of the call options will be included in treasury stock. The Capped Call is not considered a derivative instrument as the contract is indexed to the Company’s common stock and is therefore classified within stockholders’ equity. As of September 30, 2024, the $50 million premium payment was included as a reduction to additional paid-in capital in the accompanying condensed consolidated statement of equity.

All share repurchases of the Company's common stock have been recorded as treasury stock in the accompanying condensed consolidated balance sheets. 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, method 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.

Noncontrolling Interest in SCL

Noncontrolling Interests in SCL

Purchase of Noncontrolling Interest

On December 5, 2023, the Company’s wholly owned subsidiary, Venetian Venture Development II (“VVDI II”), entered into a Master Confirmation and Supplemental Confirmation (collectively, the “Forward Purchase Agreement”) with a financial institution (the “Dealer”) relating to the purchase of the common stock of SCL (the “Forward Purchase Transaction”).

On April 16, 2024, the Dealer exercised its acceleration option under the Forward Purchase Agreement and, on April 18, 2024, delivered 90,467,099 shares of SCL common stock to the Company, representing an average price of HKD 21.57 per share. The additional shares delivered resulted in an increase of the Company’s ownership of SCL to approximately 71.02%.

Prepayment to Purchase Noncontrolling Interest

On September 9, 2024, VVDI II entered into an additional Master Confirmation and Supplemental Confirmation (collectively, the “Second Forward Purchase Agreement”) with the Dealer relating to the purchase of the common stock of SCL (the “Second Forward Purchase Transaction”).

Pursuant to the terms of the Second Forward Purchase Agreement, VVDI II made an up-front payment of HKD 800 million (approximately $103 million at exchange rates as of the date of the transaction) to the Dealer on September 9, 2024 (the “Maximum Notional Amount”), and the Dealer agreed to deliver to VVDI II shares of SCL’s common stock in an amount up to the Maximum Notional Amount upon completion. The Maximum Notional Amount was subject to reduction to

the extent the share price of SCL’s common stock exceeds a cap amount set forth in the Second Forward Purchase Agreement (the “Cap Amount”). Once the up-front payment was made, VVDI II had no further obligation to provide any additional consideration to the Dealer.

The number of shares actually delivered to the Company by the Dealer was based on the volume-weighted average share price of SCL’s common stock during the term of the Second Forward Purchase Transaction subject to the Cap Amount, less an agreed discount. All purchases under the Second Forward Purchase Transaction were completed by October 22, 2024, with a settlement date of October 28, 2024, when the Dealer will deliver approximately 23 million shares of SCL common stock to the Company, representing an average price of HKD 14.64 per share. The additional shares will result in an increase of the Company’s ownership of SCL to approximately 71.31%. Due to the Second Forward Purchase Transaction reaching the Cap Amount during the term of the agreement, approximately $59 million in unused portions of the Maximum Notional Amount will be returned to VVDI II in the form of cash.

As of September 30, 2024, the Company accounted for the Second Forward Purchase Agreement as a hybrid instrument consisting of a host contract, the prepayment amount of $103 million, accounted for as a reduction to equity, and an embedded derivative with nominal fair value. As the embedded derivative had a nominal fair value, no derivative was recorded.

Transfer from Noncontrolling Interest

The following table summarizes the net income attributable to LVSC and transfers from the noncontrolling interest, which shows the effects of changes in the Company’s ownership interest in a subsidiary on the equity attributable to the Company for the three and nine months ended September 30, 2024:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In millions)
Net income attributable to LVSC	$	275	$	380	$	1,122	$	839
Transfer from noncontrolling interest:
Increase in LVSC’s paid-in-capital for purchase of subsidiary shares	—		—		3		—
Changes from net income attributable to LVSC and transfers from noncontrolling interest	$	275	$	380	$	1,125	$	839

Earnings Per Share

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,
	2024	2023	2024	2023
	(In millions)
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)	730	764	740	764
Potential dilution from stock options and restricted stock and stock units	1	2	2	3
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)	731	766	742	767
Antidilutive stock options excluded from the calculation of diluted earnings per share	10	5	10	3