What changed in this filing

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Item 1. Financial Statements

2024-07-31 compared with 2024-05-01 · 115 added, 54 removed, 525 unchanged (24% of the section changed)

46 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Casino $ 2,212,759 $ 1,951,382 $ 4,453,854 $ 3,833,810

23 unchanged sentences

Income before income taxes 271,248 282,685 614,647 928,347

Provision for income taxes ( 43,673 ) ( 165,779 )

Benefit (provision) for income taxes 11,554 ( 39,141 ) ( 32,119 ) ( 204,920 )

Net income 282,802 243,544 582,528 723,427

12 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Net income $ 282,802 $ 243,544 $ 582,528 $ 723,427

Other comprehensive income (loss), net of tax:

Other comprehensive loss, net of tax:

Foreign currency translation ( 21,078 ) ( 6,040 ) ( 106,268 ) ( 6,089 )

Other comprehensive income (loss) ( 85,190 ) 822

Other — — — 871

Other comprehensive loss ( 21,078 ) ( 6,040 ) ( 106,268 ) ( 5,218 )

Comprehensive income 261,724 237,504 476,260 718,209

5 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

3 unchanged sentences

Amortization of debt discounts, premiums and issuance costs 13,708 13,876

Loss on retirement of long-term debt 2,013 —

Provision for credit losses 29,838 22,303

24 unchanged sentences

Investments and other 63,719 ( 216,485 )

Net cash provided by (used in) investing activities ( 108,410 ) 212,178

Net cash used in investing activities ( 385,409 ) ( 59,017 )

Cash flows from financing activities

Net repayments under bank credit facilities - maturities of 90 days or less ( 76,702 ) ( 586,456 )

Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less 207,749 ( 758,441 )

Issuance of long-term debt 1,250,000 —

Repayment of long-term debt ( 1,500,000 ) ( 1,250,000 )

13 unchanged sentences

Federal, state and foreign income taxes paid, net

165,936 216,873

Non-cash investing and financing activities

MGM Grand Paradise gaming concession intangible asset $ — $ 226,083

MGM Grand Paradise gaming concession long-term obligation

MGM Grand Paradise gaming concession payment obligation

The accompanying notes are an integral part of these consolidated financial statements.

4 unchanged sentences

Total MGM Resorts International Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity

Balances, April 1, 2024 314,915 $ 3,149 $ — $ 3,393,805 $ 59,810 $ 3,456,764 $ 570,513 $ 4,027,277

Net income — — — 187,072 — 187,072 95,624 282,696

Currency translation adjustment — — — — ( 22,427 ) ( 22,427 ) 1,349 ( 21,078 )

Stock-based compensation — — 11,729 — — 11,729 700 12,429

Issuance of common stock pursuant to stock-based compensation awards 44 — ( 597 ) — — ( 597 ) — ( 597 )

Distributions to noncontrolling interest owners — — — — — — ( 61,106 ) ( 61,106 )

Repurchases of common stock ( 9,994 ) ( 99 ) ( 3,978 ) ( 408,732 ) — ( 412,809 ) — ( 412,809 )

Adjustment of redeemable noncontrolling interest to redemption value — — — 98 — 98 — 98

Other — — ( 7,154 ) — — ( 7,154 ) ( 5,611 ) ( 12,765 )

Balances, June 30, 2024 304,965 $ 3,050 $ — $ 3,172,243 $ 37,383 $ 3,212,676 $ 601,469 $ 3,814,145

Balances, January 1, 2024 326,550 $ 3,266 $ — $ 3,664,008 $ 143,896 $ 3,811,170 $ 522,975 $ 4,334,145

7 unchanged sentences

Other — — ( 8,334 ) — — ( 8,334 ) ( 6,541 ) ( 14,875 )

Balances, March 31, 2024 314,915 $ 3,149 $ — $ 3,393,805 $ 59,810 $ 3,456,764 $ 570,513 $ 4,027,277

Balances, June 30, 2024 304,965 $ 3,050 $ — $ 3,172,243 $ 37,383 $ 3,212,676 $ 601,469 $ 3,814,145

The accompanying notes are an integral part of these consolidated financial statements.

4 unchanged sentences

Total MGM Resorts International Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity

Balances, April 1, 2023 367,241 $ 3,672 $ — $ 4,799,178 $ 36,808 $ 4,839,658 $ 382,445 $ 5,222,103

Net income — — — 200,796 — 200,796 42,577 243,373

Currency translation adjustment — — — — ( 6,751 ) ( 6,751 ) 711 ( 6,040 )

Stock-based compensation — — 10,594 — — 10,594 636 11,230

Issuance of common stock pursuant to stock-based compensation awards 132 1 ( 1,224 ) — — ( 1,223 ) — ( 1,223 )

Distributions to noncontrolling interest owners — — — — — — ( 6,854 ) ( 6,854 )

Repurchases of common stock ( 14,583 ) ( 145 ) ( 8,807 ) ( 617,386 ) — ( 626,338 ) — ( 626,338 )

Adjustment of redeemable noncontrolling interest to redemption value — — 114 — — 114 — 114

Other — — ( 677 ) — — ( 677 ) ( 321 ) ( 998 )

Balances, June 30, 2023 352,790 $ 3,528 $ — $ 4,382,588 $ 30,057 $ 4,416,173 $ 419,194 $ 4,835,367

Balances, January 1, 2023 379,088 $ 3,791 $ — $ 4,794,239 $ 33,499 $ 4,831,529 $ 378,594 $ 5,210,123

3 unchanged sentences

Issuance of common stock pursuant to stock-based compensation awards 205 2 ( 2,566 ) — — ( 2,564 ) — ( 2,564 )

Cash distributions to noncontrolling interest owners — — — — — — ( 6,641 ) ( 6,641 )

Distributions to noncontrolling interest owners — — — — — — ( 14,090 ) ( 14,090 )

Issuance of restricted stock units — — 1,701 — — 1,701 — 1,701

2 unchanged sentences

Other — — ( 680 ) — 871 191 ( 319 ) ( 128 )

Balances, March 31, 2023 367,241 $ 3,672 $ — $ 4,799,178 $ 36,808 $ 4,839,658 $ 382,445 $ 5,222,103

Balances, June 30, 2023 352,790 $ 3,528 $ — $ 4,382,588 $ 30,057 $ 4,416,173 $ 419,194 $ 4,835,367

The accompanying notes are an integral part of these consolidated financial statements.

4 unchanged sentences

MGM Resorts International, a Delaware corporation (together with its consolidated subsidiaries, unless otherwise indicated or unless the context requires otherwise, the “Company”) is a global gaming and entertainment company with domestic and international locations featuring hotels and casinos, convention, dining, and retail offerings, and sports betting and online gaming operations.

As of March 31, 2024, the Company’s domestic casino resorts include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada:

As of June 30, 2024, the Company’s domestic casino resorts include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada:

Aria (including Vdara), Bellagio, The Cosmopolitan of Las Vegas ( “ The Cosmopolitan”), MGM Grand Las Vegas (including The Signature), Mandalay Bay, Luxor, New York-New York, Park MGM, and Excalibur.

44 unchanged sentences

• Level 2 inputs for its long-term debt fair value disclosures;

• Level 2 inputs for its derivatives, and

• Level 1 and Level 2 inputs for its debt investments.

1 unchanged sentence

Fair value is measured based upon trading prices on the applicable securities exchange for equity investments for which the Company has elected the fair value option of ASC 825 and equity investments accounted for under ASC 321 that have a readily determinable fair value.

The fair value of these investments was $ 411 million and $ 435 million as of March 31, 2024 and December 31, 2023, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets.

The fair value of these investments was $ 385 million and $ 435 million as of June 30, 2024 and December 31, 2023, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets.

Gains and losses are recorded in “Other, net” in the statements of operations.

For the three months ended March 31, 2024 and 2023, the Company recorded a net loss on its equity investments of $ 24 million and less than $ 1 million, respectively.

For the three and six months ended June 30, 2024, the Company recorded a net loss on its equity investments of $ 26 million and $ 50 million, respectively.

For the three and six months ended June 30, 2023, the Company recorded a net gain on its equity investments of $ 6 million and $ 5 million, respectively.

The Company uses derivatives that are not designated for hedge accounting.

The changes in fair value of these derivatives are recorded within “Other, net” in the statements of operations and within “Other” in operating activities in the statements of cash flows.

The balance sheet classification of the derivatives in a current liability position are within “Other accrued liabilities,” a long-term liability position are within “Other long-term obligations,” a current asset position are within “Prepaid expenses and other,” and a long-term asset position are within “Other long-term assets, net.”

As of June 30, 2024, the Company has forward currency exchange contracts to manage its exposure to changes in foreign currency exchange rates.

As of June 30, 2024, the fair value of derivatives were $ 81 million, with $ 35 million as a current liability and $ 46 million as a long-term liability.

As of December 31, 2023, the fair value of derivatives classified as assets were $ 10 million, with $ 1 million in current assets and $ 9 million in long-term assets, and liabilities of $ 17 million, with $ 8 million in current liabilities and $ 9 million in long-term liabilities.

For the three and six months ended June 30, 2024, the Company recorded a net loss on its derivatives of $ 62 million and $ 100 million, respectively.

Debt investments.

3 unchanged sentences

The following table presents information regarding the Company’s debt investments:

Fair value level March 31, 2024 December 31, 2023

Fair value level June 30, 2024 December 31, 2023

(In thousands)

17 unchanged sentences

Restricted cash.

MGM China’s pledged cash of $ 87 million for each of March 31, 2024 and December 31, 2023, securing the bank guarantees discussed in Note 8 is restricted in use and classified within “Other long-term assets, net.” Such amounts plus “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of March 31, 2024 and December 31, 2023.

MGM China’s pledged cash of $ 87 million for each of June 30, 2024 and December 31, 2023, securing the bank guarantees discussed in Note 8 is restricted in use and classified within “Other long-term assets, net.” Such amounts plus “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of June 30, 2024 and December 31, 2023.

Accounts receivable.

As of March 31, 2024 and December 31, 2023, the loss reserve on accounts receivable was $ 139 million and $ 130 million, respectively.

As of June 30, 2024 and December 31, 2023, the loss reserve on accounts receivable was $ 136 million and $ 130 million, respectively.

Note receivable.

1 unchanged sentence

Accounts payable.

As of March 31, 2024 and December 31, 2023, the Company had accrued $ 76 million and $ 84 million, respectively, for purchases of property and equipment within “Accounts and construction payable” on the consolidated balance sheets.

As of June 30, 2024 and December 31, 2023, the Company had accrued $ 78 million and $ 84 million, respectively, for purchases of property and equipment within “Accounts and construction payable” on the consolidated balance sheets.

Revenue recognition.

9 unchanged sentences

Balance at January 1 $ 211,606 $ 185,669 $ 201,973 $ 183,602 $ 766,226 $ 816,376

Balance at March 31 190,631 168,307 194,946 183,101 781,973 787,866

Balance at June 30 213,685 196,446 203,099 194,570 799,658 806,072

Increase / (decrease) $ 2,079 $ 10,777 $ 1,126 $ 10,968 $ 33,432 $ ( 10,304 )

5 unchanged sentences

Lease revenues earned by the Company from third parties are classified within the line item corresponding to the type or nature of the tenant’s good or service .

For the three months ended March 31, 2024, lease revenues from third-party tenants include $ 20 million recorded within food and beverage revenue and $ 28 million recorded within entertainment, retail, and other revenue.

For the three months ended March 31, 2023, lease revenues from third-party tenants include $ 18 million recorded within food and beverage revenue and $ 30 million recorded within entertainment, retail, and other revenue.

For the three and six months ended June 30, 2024, lease revenues from third-party tenants include $ 21 million and $ 41 million recorded within food and beverage revenue, respectively and $ 29 million and $ 58 million recorded within entertainment, retail, and other revenue for the same such periods, respectively.

For the three and six months ended June 30, 2023, lease revenues from third-party tenants include $ 19 million and $ 37 million recorded within food and beverage revenue, respectively and $ 29 million and $ 59 million recorded within entertainment, retail, and other revenue for the same such periods, respectively.

Lease revenues from the rental of hotel rooms are recorded as rooms revenues within the consolidated statements of operations.

7 unchanged sentences

NOTE 4 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Investments in and advances to unconsolidated affiliates were $ 246 million and $ 241 million as of March 31, 2024 and December 31, 2023, respectively.

The Company’s share of losses of BetMGM in excess of its equity method investment balance is $ 37 million and $ 5 million as of March 31, 2024 and December 31, 2023, respectively.

Investments in and advances to unconsolidated affiliates were $ 238 million and $ 241 million as of June 30, 2024 and December 31, 2023, respectively.

The Company’s share of losses of BetMGM in excess of its equity method investment balance is $ 48 million and $ 5 million as of June 30, 2024 and December 31, 2023, respectively.

In July 2024, the Company contributed 22.2 billion yen (approximately $ 138 million) to Osaka IR KK.

The Company recorded its share of loss from unconsolidated affiliates as follows:

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(In thousands)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(In thousands)

8 unchanged sentences

5.375 % MGM China senior notes, due 2024

750,000 750,000

6.75 % senior notes, due 2025

750,000 750,000

5.75 % senior notes, due 2025

12 unchanged sentences

750,000 750,000

7.125 % MGM China senior notes, due 2031

6.5 % senior notes, due 2032

7 % debentures, due 2036

3 unchanged sentences

$ 6,292,676 $ 6,343,810

MGM China's senior notes due within one year of the March 31, 2024 balance sheet were classified as long-term as MGM China has both the intent and ability to refinance the current maturities on a long-term basis.

Debt due within one year of the June 30, 2024 balance sheet was classified as long-term as the Company and MGM China have both the intent and ability to refinance the current maturities on a long-term basis under the respective revolving credit facilities.

Senior secured credit facility.

In February 2024, the Company amended its senior secured credit facility to increase the facility to $ 2.3 billion and extend the maturity date to February 2029.

At March 31, 2024, no amounts were drawn.

At June 30, 2024, no amounts were drawn.

The Company’s senior secured credit facility contains customary representations and warranties, events of default and positive and negative covenants.

The Company was in compliance with its credit facility covenants at March 31, 2024.

The Company was in compliance with its credit facility covenants at June 30, 2024.

MGM China first revolving credit facility.

At March 31, 2024, the MGM China first revolving credit facility consisted of a HK$ 9.75 billion (approximately $ 1.2 billion) unsecured revolving credit facility, which matures in May 2026, and had a weighted average interest rate of 7.62 %.

At June 30, 2024, the MGM China first revolving credit facility consisted of a HK$ 9.75 billion (approximately $ 1.2 billion) unsecured revolving credit facility, which matures in May 2026, and had a weighted average interest rate of 7.18 %.

The MGM China first revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio.

The financial covenants under the MGM China first revolving credit facility are waived through December 31, 2024 and become effective beginning on March 31, 2025.

MGM China was in compliance with its applicable MGM China first revolving credit facility covenants at March 31, 2024.

The financial covenants under the MGM China first revolving credit facility

are waived through December 31, 2024 and become effective beginning on March 31, 2025.

MGM China was in compliance with its applicable MGM China first revolving credit facility covenants at June 30, 2024.

MGM China second revolving credit facility.

At March 31, 2024, the MGM China second revolving credit facility consisted of a HK$ 4.6 billion (approximately $ 587 million) unsecured revolving credit facility with an option to increase the amount of the facility up to HK$ 5.85 billion (approximately $ 748 million), subject to certain conditions, and matures in May 2026.

At March 31, 2024, no amounts were drawn on the MGM China second revolving credit facility.

At June 30, 2024, the MGM China second revolving credit facility consisted of a HK$ 5.85 billion (approximately $ 749 million) unsecured revolving credit facility.

The option to increase the amount of the facility was further exercised in May 2024, increasing the facility by HK$ 1.26 billion (approximately $ 161 million) to its full capacity of HK$ 5.85 billion.

At June 30, 2024, no amounts were drawn on the MGM China second revolving credit facility.

The MGM China second revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio.

The financial covenants under the MGM China second revolving credit facility are waived through December 31, 2024 and become effective beginning on March 31, 2025.

MGM China was in compliance with its applicable MGM China second revolving credit facility covenants at March 31, 2024.

MGM China was in compliance with its applicable MGM China second revolving credit facility covenants at June 30, 2024.

Senior notes.

Subsequent to March 31, 2024, in April 2024, the Company issued $ 750 million in aggregate principal amount of 6.5 % notes due 2032.

The Company used the net proceeds from the offering to fund the redemption of its $ 750 million in aggregate principal amount of 6.75 % notes due 2025 in May 2024.

In April 2024, the Company issued $ 750 million in aggregate principal amount of 6.5 % notes due 2032.

The Company used the net proceeds from the offering to fund the early redemption of its $ 750 million in aggregate principal amount of 6.75 % notes due 2025 in May 2024.

In March 2023, the Company repaid its $ 1.25 billion 6 % notes due 2023 upon maturity.

MGM China senior notes.

In June 2024, MGM China issued $ 500 million in aggregate principal amount of 7.125 % notes due 2031.

In May 2024, MGM China repaid its $ 750 million in aggregate principal amount of 5.375 % notes due 2024.

Fair value of long-term debt.

The estimated fair value of the Company’s long-term debt was $ 6.2 billion and $ 6.3 billion at March 31, 2024 and December 31, 2023, respectively.

The estimated fair value of the Company’s long-term debt was $ 6.2 billion and $ 6.3 billion at June 30, 2024 and December 31, 2023, respectively.

NOTE 6 — INCOME TAXES

1 unchanged sentence

The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur.

The Company’s effective income tax rate was 12.7 % and 25.7 % for the three months ended March 31, 2024, and March 31, 2023, respectively.

The Company’s effective income tax rate was ( 4.3 %) and 5.2 % for the three and six months ended June 30, 2024, respectively, compared to 13.8 % and 22.1 % for the three and six months ended June 30, 2023, respectively.

On January 29, 2024, MGM Grand Paradise was granted an extension of its exemption from the Macau 12 % complementary tax on gaming profits for the period of January 1, 2023 through December 31, 2027.

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(In thousands)

5 unchanged sentences

Total finance lease costs $ 22,986 $ 20,420 $ 44,766 $ 39,360

(1) Operating lease cost includes $ 83 million for each of the three months ended March 31, 2024 and 2023 related to the Bellagio lease, which is held with a related party.

(1) Operating lease cost includes $ 83 million for each of the three months ended June 30, 2024 and 2023 and $ 166 million for each of the six months ended June 30, 2024 and 2023 related to the Bellagio lease, which is held with a related party.

2024 December 31,

22 unchanged sentences

Finance leases 6 6

(1) As of March 31, 2024 and December 31, 2023, operating lease right-of-use assets, net included $ 3.5 billion related to the Bellagio lease.

(2) As of March 31, 2024 and December 31, 2023, operating lease liabilities – long-term included $ 3.8 billion related to the Bellagio lease.

Three Months Ended

(1) As of June 30, 2024 and December 31, 2023, operating lease right-of-use assets, net included $ 3.4 billion and $ 3.5 billion related to the Bellagio lease, respectively.

(2) As of June 30, 2024 and December 31, 2023, operating lease liabilities – long-term included $ 3.8 billion related to the Bellagio lease.

As of June 30, 2024, operating lease liabilities – current included $ 1 million related to the Bellagio lease.

Six Months Ended

Cash paid for amounts included in the measurement of lease liabilities (In thousands)

10 unchanged sentences

Year ending December 31, (In thousands)

2024 (excluding the three months ended March 31, 2024) $ 1,379,997 $ 49,601

2024 (excluding the six months ended June 30, 2024) $ 920,263 $ 37,835

2025 1,863,649 61,968

26 unchanged sentences

MGM China bank guarantees.

In connection with the issuance of the gaming concession in January 2023, bank guarantees were provided to the government of Macau in the amount of MOP 1 billion (approximately $ 124 million as of March 31, 2024 ) to warrant the fulfillment of labor liabilities and of damages or losses that may result if there is noncompliance with the concession.

In connection with the issuance of the gaming concession in January 2023, bank guarantees were provided to the government of Macau in the amount of MOP 1 billion (approximately $ 124 million as of June 30, 2024 ) to warrant the fulfillment of labor liabilities and of damages or losses that may result if there is noncompliance with the concession.

The guarantees expire 180 days after the end of the concession term.

As of March 31, 2024, MOP 700 million of the bank guarantees (approximately $ 87 million as of March 31, 2024) were secured by pledged cash.

As of June 30, 2024 , MOP 700 million of the bank guarantees (approximately $ 87 million as of June 30, 2024 ) were secured by pledged cash.

Shortfall guarantees.

The Company provides shortfall guarantees of the $ 3.01 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of Bellagio BREIT Venture, the landlord of Bellagio, which matures in 2029, and of the $ 3.0 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of the landlords of Mandalay Bay and MGM Grand Las Vegas, which matures in 2032 and has an anticipated repayment date of March 2030.

value of the collateral, which is the real estate assets of the applicable property owned by the landlord, and the debt obligation.

The terms of the shortfall guarantees provide that after the lenders have exhausted certain remedies to collect on the obligations under the indebtedness, the Company would then be responsible for any shortfall between the value of the collateral, which is the real estate assets of the applicable property owned by the landlord, and the debt obligation.

The guarantees are accounted for under ASC 460 at fair value;

1 unchanged sentence

MGM/Osaka IR KK guarantees.

The Company provides for guarantees (1) in the amount of 12.65 billion yen (approximately $ 84 million as of March 31, 2024 ) for 50 % of Osaka IR KK’s obligations to Osaka under various agreements related to the venture’s development of an integrated resort in Osaka, Japan and (2) of an uncapped amount to provide funding to Osaka IR KK, if necessary, for the completion of the construction and full opening of the integrated resort.

The Company provides for guarantees (1) in the amount of 12.65 billion yen (approximately $ 79 million as of June 30, 2024 ) for 50 % of Osaka IR KK’s obligations to Osaka under various agreements related to the venture’s development of an integrated resort in Osaka, Japan and (2) of an uncapped amount to provide funding to Osaka IR KK, if necessary, for the completion of the construction and full opening of the integrated resort.

The guarantees expire when the obligations relating to the full opening of the integrated resort are fulfilled.

1 unchanged sentence

such value is immaterial.

Additionally, the Company’s ownership interest in Osaka IR KK, which had a carrying value of $ 131 million as of June 30, 2024, is pledged as collateral for Osaka IR KK’s obligations under its credit agreement.

MGM/Osaka IR KK funding commitment.

The Company has commitments to fund Osaka IR KK for its proportionate share of the unfinanced portion of Osaka IR KK’s development project, which is approximately 306 billion yen (approximately $ 2.0 billion as of March 31, 2024).

The amount and timing of funding may vary based upon the progress and scope of the development.

In July 2024, the Company funded 22.2 billion yen (approximately $ 138 million) to Osaka IR KK, as mentioned in Note 4.

Other guarantees.

1 unchanged sentence

The Company’s senior credit facility limits the amount of letters of credit that can be issued to $ 1.35 billion.

At March 31, 2024, $ 28 million in letters of credit were outstanding under the Company’s senior credit facility.

At June 30, 2024, $ 28 million in letters of credit were outstanding under the Company’s senior credit facility.

The amount of available borrowings under the credit facility is reduced by any outstanding letters of credit.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(In thousands)

4 unchanged sentences

Potential dilution from stock-based awards

3,241 4,289 3,255 4,150

Weighted-average common and common equivalent shares – diluted 314,420 365,339 319,092 371,685

Antidilutive stock-based awards excluded from the calculation of diluted earnings per share

414 261 295 268

NOTE 10 — STOCKHOLDERS’ EQUITY

4 unchanged sentences

The timing, volume and nature of stock repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time.

During the three months ended March 31, 2023, the Company repurchased approximately 12 million shares of its common stock for an aggregate amount of $ 487 million.

During the three months ended June 30, 2023, the Company repurchased approximately 15 million shares of its common stock for an aggregate amount of $ 626 million.

During the six months ended June 30, 2023, the Company repurchased approximately 27 million shares of its common stock for an aggregate amount of $ 1.1 billion.

In connection with these repurchases, the March 2022 stock repurchase plan was completed.

Repurchased shares were retired.

During the three months ended March 31, 2024, the Company repurchased approximately 12 million shares of its common stock for an aggregate amount of $ 511 million.

During the three months ended June 30, 2024, the Company repurchased approximately 10 million shares of its common stock for an aggregate amount of $ 413 million.

During the six months ended June 30, 2024, the Company repurchased approximately 22 million shares of its common stock for an aggregate amount of $ 924 million.

In connection with these repurchases, the February 2023 stock repurchase plan was completed.

Repurchased shares were retired.

The remaining availability under the November 2023 $ 2.0 billion stock repurchase plan was $ 1.7 billion as of March 31, 2024.

Subsequent to March 31, 2024, the Company repurchased approximately 1 million shares of its common stock for an aggregate amount of $ 62 million, excluding excise tax.

The remaining availability under the November 2023 $ 2.0 billion stock repurchase plan was $ 1.3 billion as of June 30, 2024.

Subsequent to June 30, 2024, the Company repurchased approximately 1 million shares of its common stock for an aggregate amount of $ 59 million, excluding excise tax.

Repurchased shares were retired.

24 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(In thousands)

20 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(In thousands)

18 unchanged sentences

Income before income taxes 271,248 282,685 614,647 928,347

Provision for income taxes ( 43,673 ) ( 165,779 )

Benefit (provision) for income taxes 11,554 ( 39,141 ) ( 32,119 ) ( 204,920 )

Net income 282,802 243,544 582,528 723,427

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements