PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

September 30, 2017 December 31, 2016
(Unaudited) (Note)
Assets
Current assets:
Cash and cash equivalents $ 37,287
$ 146,598
Accounts receivable, net 219,631
197,274
Amounts receivable from suppliers 79,491
82,105
Inventory 2,987,592
2,778,976
Other current assets 34,480
53,022
Total current assets 3,358,481
3,257,975

Property and equipment, at cost 5,114,804
4,832,342
Less: accumulated depreciation and amortization 1,822,123
1,708,911
Net property and equipment 3,292,681
3,123,431

Goodwill 787,210
785,399
Other assets, net 40,956
37,384
Total assets $ 7,479,328
$ 7,204,189

Liabilities and shareholders’ equity
Current liabilities:
Accounts payable $ 3,154,250
$ 2,936,656
Self-insurance reserves 72,223
67,921
Accrued payroll 80,953
71,717
Accrued benefits and withholdings 65,574
74,454
Income taxes payable 6,175
—
Other current liabilities 249,325
249,901
Total current liabilities 3,628,500
3,400,649

Long-term debt 2,900,816
1,887,019
Deferred income taxes 131,847
90,166
Other liabilities 203,986
199,219

Shareholders’ equity:
Common stock, $0.01 par value:
Authorized shares – 245,000,000
Issued and outstanding shares –
85,338,294 as of September 30, 2017, and
92,851,815 as of December 31, 2016 853
929
Additional paid-in capital 1,267,810
1,336,707
Retained (deficit) earnings (654,484 ) 289,500
Total shareholders’ equity 614,179
1,627,136

Total liabilities and shareholders’ equity $ 7,479,328
$ 7,204,189


	March 31, 2021			December 31, 2020
	(Unaudited)			(Note)
Assets
Current assets:
Cash and cash equivalents	$	610,880		$	465,640
Accounts receivable, net		265,914			229,679
Amounts receivable from suppliers		114,697			100,615
Inventory		3,622,201			3,653,195
Other current assets		73,947			50,658
Total current assets		4,687,639			4,499,787

Property and equipment, at cost		6,651,068			6,559,911
Less: accumulated depreciation and amortization		2,538,171			2,464,993
Net property and equipment		4,112,897			4,094,918

Operating lease, right-of-use assets		2,041,096			1,995,127
Goodwill		879,466			881,030
Other assets, net		129,789			125,780
Total assets	$	11,850,887		$	11,596,642

Liabilities and shareholders’ equity (deficit)
Current liabilities:
Accounts payable	$	4,318,462		$	4,184,662
Self-insurance reserves		116,628			109,199
Accrued payroll		131,927			88,875
Accrued benefits and withholdings		195,563			242,724
Income taxes payable		155,491			16,786
Current portion of operating lease liabilities		329,334			322,778
Other current liabilities		355,793			297,393
Current portion of long-term debt		299,880			0
Total current liabilities		5,903,078			5,262,417

Long-term debt, less current portion		3,824,288			4,123,217
Operating lease liabilities, less current portion		1,761,732	��		1,718,691
Deferred income taxes		165,396			155,899
Other liabilities		203,370			196,160

Shareholders’ equity (deficit):
Common stock, $0.01 par value:
Authorized shares – 245,000,000
Issued and outstanding shares –
69,734,990 as of March 31, 2021, and
71,123,109 as of December 31, 2020		697			711
Additional paid-in capital		1,274,033			1,280,841
Retained deficit		(1,275,409)			(1,139,139)
Accumulated other comprehensive loss		(6,298)			(2,155)
Total shareholders’ (deficit) equity		(6,977)			140,258

Total liabilities and shareholders’ equity (deficit)	$	11,850,887		$	11,596,642

Note: The balance sheet at December 31, ~~2016,~~2020, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.

See accompanying Notes to condensed consolidated financial statements.

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2017 2016 2017 2016
Sales $ 2,339,830
$ 2,220,955
$ 6,786,918
$ 6,493,794
Cost of goods sold, including warehouse and distribution expenses 1,109,536
1,050,929
3,225,415
3,099,010
Gross profit 1,230,294
1,170,026
3,561,503
3,394,784

Selling, general and administrative expenses 768,331
722,217
2,238,938
2,103,288
Operating income 461,963
447,809
1,322,565
1,291,496

Other income (expense):
Interest expense (24,324 ) (18,706 ) (64,555 ) (52,228 )
Interest income 592
1,227
1,768
3,172
Other, net 1,299
1,563
1,302
3,821
Total other expense (22,433 ) (15,916 ) (61,485 ) (45,235 )

Income before income taxes 439,530
431,893
1,261,080
1,246,261
Provision for income taxes 155,796
153,400
429,591
454,600
Net income $ 283,734
$ 278,493
$ 831,489
$ 791,661

Earnings per share-basic:
Earnings per share $ 3.26
$ 2.93
$ 9.28
$ 8.25
Weighted-average common shares outstanding – basic 86,947
94,891
89,641
95,994

Earnings per share-assuming dilution:
Earnings per share $ 3.22
$ 2.90
$ 9.15
$ 8.14
Weighted-average common shares outstanding – assuming dilution 88,025
96,120
90,869
97,309


	For the Three Months Ended
	March 31,
	2021		2020
Sales	$	3,090,899	$	2,476,487
Cost of goods sold, including warehouse and distribution expenses		1,450,104		1,180,581
Gross profit		1,640,795		1,295,906

Selling, general and administrative expenses		949,690		872,345
Operating income		691,105		423,561

Other income (expense):
Interest expense		(37,506)		(39,386)
Interest income		537		675
Other, net		1,691		(5,190)
Total other expense		(35,278)		(43,901)

Income before income taxes		655,827		379,660
Provision for income taxes		154,218		79,222
Net income	$	501,609	$	300,438

Earnings per share-basic:
Earnings per share	$	7.13	$	4.00
Weighted-average common shares outstanding – basic		70,383		75,022

Earnings per share-assuming dilution:
Earnings per share	$	7.06	$	3.97
Weighted-average common shares outstanding – assuming dilution		71,015		75,663

See accompanying Notes to condensed consolidated financial statements.

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~

COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

For the Nine Months Ended
September 30,
2017 2016
(As Adjusted, Note)
Operating activities:
Net income $ 831,489
$ 791,661
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, equipment and intangibles 173,500
161,447
Amortization of debt discount and issuance costs 2,078
1,811
Deferred income taxes 41,848
4,439
Share-based compensation programs 14,835
14,371
Other 8,174
4,174
Changes in operating assets and liabilities:
Accounts receivable (28,761 ) (35,312 )
Inventory (208,338 ) (158,877 )
Accounts payable 217,486
390,849
Income taxes payable 32,124
39,636
Other 2,984
60
Net cash provided by operating activities 1,087,419
1,214,259

Investing activities:
Purchases of property and equipment (347,756 ) (356,234 )
Proceeds from sale of property and equipment 1,906
2,489
Payments received on notes receivable —
1,047
Other (2,072 ) —
Net cash used in investing activities (347,922 ) (352,698 )

Financing activities:
Proceeds from borrowings on revolving credit facility 2,487,000
—
Payments on revolving credit facility (2,218,000 ) —
Proceeds from the issuance of long-term debt 748,800
499,160
Payment of debt issuance costs (7,490 ) (4,125 )
Repurchases of common stock (1,893,148 ) (959,789 )
Net proceeds from issuance of common stock 34,186
47,419
Other (156 ) (207 )
Net cash used in financing activities (848,808 ) (417,542 )

Net (decrease) increase in cash and cash equivalents (109,311 ) 444,019
Cash and cash equivalents at beginning of the period 146,598
116,301
Cash and cash equivalents at end of the period $ 37,287
$ 560,320

Supplemental disclosures of cash flow information:
Income taxes paid $ 359,838
$ 416,901
Interest paid, net of capitalized interest 72,252
59,547

Note: Certain prior period amounts have been reclassified to conform to current period presentation. See Note 9 “Recent Accounting Pronouncements” to the condensed consolidated financial statements in this report for more information.


	For the Three Months Ended
	March 31,
	2021		2020
Net income	$	501,609	$	300,438
Other comprehensive income (loss):
Foreign currency translation adjustments		(4,143)		(30,646)
Total other comprehensive loss		(4,143)		(30,646)

Comprehensive income	$	497,466	$	269,792

See accompanying Notes to condensed consolidated financial statements.

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

(In thousands)


	For the Three Months Ended March 31, 2021
								Accumulated
				Additional				Other
	Common Stock			Paid-In		Retained		Comprehensive
	Shares	Par Value		Capital		Deficit		Income (Loss)		Total
Balance at December 31, 2020	71,123	$	711	$	1,280,841	$	(1,139,139)	$	(2,155)	$	140,258
Net income	—		—		—		501,609		—		501,609
Total other comprehensive loss	—		—		—		—		(4,143)		(4,143)
Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes	11		—		4,090		—		—		4,090
Net issuance of common stock upon exercise of stock options	76		1		9,844		—		—		9,845
Share-based compensation	—		—		5,912		—		—		5,912
Share repurchases, including fees	(1,475)		(15)		(26,654)		(637,879)		—		(664,548)
Balance at March 31, 2021	69,735	$	697	$	1,274,033	$	(1,275,409)	$	(6,298)	$	(6,977)

	For the Three Months Ended March 31, 2020
								Accumulated
				Additional				Other
	Common Stock			Paid-In		Retained		Comprehensive
	Shares	Par Value		Capital		Deficit		Income (Loss)		Total
Balance at December 31, 2019	75,619	$	756	$	1,280,760	$	(889,066)	$	4,890	$	397,340
Net income	—		—		—		300,438		—		300,438
Total other comprehensive loss	—		—		—		—		(30,646)		(30,646)
Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes	12		—		4,104		—		—		4,104
Net issuance of common stock upon exercise of stock options	52		1		6,135		—		—		6,136
Share-based compensation	—		—		5,524		—		—		5,524
Share repurchases, including fees	(1,484)		(15)		(25,273)		(548,764)		—		(574,052)
Balance at March 31, 2020	74,199	$	742	$	1,271,250	$	(1,137,392)	$	(25,756)	$	108,844

See accompanying Notes to condensed consolidated financial statements.

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	For the Three Months Ended
	March 31,
	2021		2020
Operating activities:
Net income	$	501,609	$	300,438
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, equipment and intangibles		79,757		73,963
Amortization of debt discount and issuance costs		1,070		1,035
Deferred income taxes		10,551		(58,732)
Share-based compensation programs		6,292		5,875
Other		920		1,739
Changes in operating assets and liabilities:
Accounts receivable		(37,917)		(12,208)
Inventory		30,915		(106,937)
Accounts payable		134,091		156,584
Income taxes payable		138,196		131,949
Other		25,188		(34,613)
Net cash provided by operating activities		890,672		459,093

Investing activities:
Purchases of property and equipment		(94,879)		(133,284)
Proceeds from sale of property and equipment		2,097		1,901
Investment in tax credit equity investments		(6)		(95,259)
Other		(969)		0
Net cash used in investing activities		(93,757)		(226,642)

Financing activities:
Proceeds from borrowings on revolving credit facility		0		1,052,000
Payments on revolving credit facility		0		(969,000)
Proceeds from the issuance of long-term debt		0		499,795
Payment of debt issuance costs		0		(2,990)
Repurchases of common stock		(664,548)		(574,052)
Net proceeds from issuance of common stock		13,557		9,800
Other		(313)		(253)
Net cash (used in) provided by financing activities		(651,304)		15,300

Effect of exchange rate changes on cash		(371)		(1,090)
Net increase in cash and cash equivalents		145,240		246,661
Cash and cash equivalents at beginning of the period		465,640		40,406
Cash and cash equivalents at end of the period	$	610,880	$	287,067

Supplemental disclosures of cash flow information:
Income taxes paid	$	5,567	$	4,975
Interest paid, net of capitalized interest		37,485		46,282

See accompanying Notes to condensed consolidated financial statements.

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~September 30, 2017~~

March 31, 2021

NOTE 1 -– BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of O’Reilly Automotive, Inc. and its subsidiaries (the “Company” or “O’Reilly”) have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021, are not necessarily indicative of the results that may be expected for the year ended December 31, ~~2017.~~2021. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications had no effect on reported totals for assets, liabilities, shareholders’ equity, cash flows or net income. See Note 9 “Recent Accounting Pronouncements” to the2020.

Principles of consolidation:

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation.

Variable Interest Entities:

The Company invests in certain tax credit funds that promote renewable energy. These investments generate a return primarily through the realization of federal tax credits and other tax benefits. The Company accounts for the tax attributes of its renewable energy investments using the deferral method. Under this ~~report~~method, realized investment tax credits and other tax benefits are recognized as a reduction of the renewable energy investments.

The Company determined its investment in these tax credit funds was an investment in a variable interest entity (“VIE”). The Company analyzes any investments in VIEs at inception and again if certain triggering events are identified to determine if it is the primary beneficiary. The Company considers a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance including, but not limited to, the ability to direct financing, leasing, construction and other operating decisions and activities. As of March 31, 2021, the Company invested in three unconsolidated tax credit fund entities that were considered to be VIEs and concluded it was not the primary beneficiary of any of the entities, as it did not have the power to control the activities that most significantly impact the entities, and has accounted for ~~more information.~~

these investments using the equity method. The Company’s maximum exposure to losses associated with these VIEs is limited to its net investment, which was $19.4 million as of March 31, 2021, and was included in “Other assets, net” on the accompanying Condensed Consolidated Balance Sheets.

NOTE 2 – FAIR VALUE MEASUREMENTS

The Company uses the fair value hierarchy, which prioritizes the inputs used to measure the fair value of certain of its financial instruments. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company uses the income and market approaches to determine the fair value of its assets and liabilities. The three levels of the fair value hierarchy are set forth below:

~~Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.~~

~~Level 2 – Inputs other than quoted prices in active markets included within Level 1 that are observable for the asset or liability, either directly or indirectly.~~

~~Level 3 – Unobservable inputs for the asset or liability.~~

●

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

●

Level 2 – Inputs other than quoted prices in active markets included within Level 1 that are observable for the asset or liability, either directly or indirectly.

●

Level 3 – Unobservable inputs for the asset or liability.

Financial assets and liabilities measured at fair value on a recurring basis:

The Company invests in various marketable securities with the intention of selling these securities to fulfill its future unsecured obligation under the Company’s nonqualified deferred compensation plan. See Note 610 for further information concerning the Company’s benefit plans.

The Company’s marketable securities were accounted for as trading securities and the carrying amount of its marketable securities were included in “Other assets, net” on the accompanying Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~,March 31, 2021, and December 31, ~~2016~~.2020. The Company recorded an increase in fair value related to its marketable securities in the ~~amounts~~amount of ~~$1.0~~$1.5 million and ~~$0.9~~a decrease in fair value related to its marketable securities in the amount of $5.2 million for the three months ended ~~September 30, 2017~~ March 31, 2021

and ~~2016,~~2020, respectively, which were included in “Other income (expense)” on the accompanying Condensed Consolidated Statements of Income. The Company recorded an increase in fair value related to its marketable securities in the amounts of $2.6 million and $1.4 million for the nine months ended September 30, 2017 and 2016, respectively, which were included in “Other income (expense)” on the accompanying Condensed Consolidated Statements of Income.

The tables below identify the estimated fair value of the Company’s marketable securities, determined by reference to quoted market prices (Level 1), as of ~~September 30, 2017~~,March 31, 2021, and December 31, ~~2016~~2020 (in thousands):

September 30, 2017
Quoted Prices in Active Markets for Identical Instruments
(Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3) Total
Marketable securities $ 24,528
$ —
$ —
$ 24,528

December 31, 2016
Quoted Prices in Active Markets for Identical Instruments
(Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3) Total
Marketable securities $ 20,462
$ —
$ —
$ 20,462

March 31, 2021

Quoted Priced in Active Markets

Significant Other

Significant

for Identical Instruments

Observable Inputs

Unobservable Inputs

(Level 1)

(Level 2)

(Level 3)

Total

Marketable securities

46,876

—

46,876


	December 31, 2020
	Quoted Prices in Active Markets		Significant Other		Significant
	for Identical Instruments		Observable Inputs		Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Marketable securities	$	40,411	$	—	$	—	$	40,411

Non-financial assets and liabilities measured at fair value on a nonrecurring basis:

Certain long-lived non-financial assets and liabilities may be required to be measured at fair value on a nonrecurring basis in certain circumstances, including when there is evidence of impairment. These non-financial assets and liabilities may include assets acquired in a business combination or property and equipment that are determined to be impaired. As of ~~September 30, 2017,~~March 31, 2021, and December 31, ~~2016,~~2020, the Company did not have any non-financial assets or liabilities that had been measured at fair value subsequent to initial recognition.

Fair value of financial instruments:

The carrying amounts of the Company’s senior notes and unsecured revolving credit facility borrowings are included in “Long-term debt, less current portion” and “Current portion of long-term debt” on the accompanying Condensed Consolidated Balance Sheets as of ~~September 30, 2017,~~March 31, 2021, and December 31, ~~2016.~~2020. See Note 35 for further information concerning the Company’s senior notes and unsecured revolving credit facility.

The table below identifies the estimated fair value of the Company’s senior notes, using the market approach. The fair value as of ~~September 30, 2017,~~March 31, 2021, and December 31, ~~2016,~~2020, was determined by reference to quoted market prices of the same or similar instruments (Level 2) (in thousands):

September 30, 2017 December 31, 2016
Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value
Senior Notes $ 2,631,816
$ 2,733,350
$ 1,887,019
$ 1,977,510


	March 31, 2021				December 31, 2020
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior Notes	$	4,124,168	$	4,402,833	$	4,123,217	$	4,647,595

The carrying amount of the Company’s unsecured revolving credit facility approximates fair value (Level 2), as borrowings under the facility bear variable interest at current market rates.

The accompanying Condensed Consolidated Balance Sheets include other financial instruments, including cash and cash equivalents, accounts receivable, amounts receivable from suppliers and accounts payable. Due to the short-term nature of these financial instruments, the Company believes that the carrying values of these instruments approximate their fair values.

NOTE 3 – ~~FINANCING~~ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments. The Company considers the following factors when determining if collection is reasonably assured: customer creditworthiness, past transaction history with the customer, current expectations of future economic and industry trends, changes in customer payment terms and management’s expectations. Allowances for doubtful accounts are determined based on historical experience and an evaluation of the current composition of accounts receivable. The Company grants credit to certain professional service provider and jobber customers who meet the Company’s pre-established credit requirements. Concentrations of credit risk with respect to these receivables are limited because the Company’s customer base consists of a large number of small customers, spreading the credit risk across a broad base regarded as a single class of financing receivable by the Company. The Company also controls this credit risk through credit approvals, credit limits and accounts receivable and credit monitoring procedures. Generally, the Company does not require security when credit is granted to customers. Credit is granted to customers on a short-term basis, consisting primarily of daily, weekly or monthly accounts. Credit losses are provided for in the Company’s condensed consolidated financial statements and have consistently been within management’s expectations.

The ~~following table identifies the amounts~~Company’s allowance for doubtful accounts are included in ~~“Long-term debt”~~“Accounts receivable, net” on the accompanying Condensed Consolidated Balance Sheets as of ~~September 30, 2017,~~March 31, 2021, and December 31, ~~2016~~2020. The following table identifies the changes in the Company’s allowance for doubtful accounts for the three months ended March 31, 2021 (in thousands):


Allowance for doubtful accounts, balance at December 31, 2020	$	12,670
Reserve accruals		1,259
Uncollectable accounts written-off		(1,511)
Foreign currency translation		(19)
Allowance for doubtful accounts, balance at March 31, 2021	$	12,399

The Company receives concessions from its suppliers through a variety of programs and arrangements, including allowances for new stores and warranties, volume purchase rebates and co-operative advertising. Co-operative advertising allowances that are incremental to the Company’s advertising program, specific to a product or event and identifiable for accounting purposes are reported as a reduction of advertising expense in the period in which the advertising occurred. All other supplier concessions are recognized as a reduction to the cost of sales. Amounts receivable from suppliers also include amounts due to the Company for changeover merchandise and product returns. The Company regularly reviews supplier receivables for collectability and assesses the need for a reserve for uncollectable amounts based on an evaluation of the Company’s suppliers’ financial positions and corresponding abilities to meet financial obligations. Management does not believe there is a reasonable likelihood that the Company will be unable to collect the aggregate amounts receivable from suppliers and the Company did not record a reserve for uncollectable amounts from suppliers in the condensed consolidated financial statements as of March 31, 2021, and December 31, 2020.

NOTE 4 – LEASES

The Company leases certain office space, retail stores, distribution centers and equipment under long-term, non-cancelable operating leases. The following table summarizes Total lease cost for the three months ended March 31, 2021 and 2020, which were primarily included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income (in thousands):


	For the Three Months Ended
	March 31,
	2021		2020
Operating lease cost	$	87,219	$	83,195
Short-term operating lease cost		1,933		1,784
Variable operating lease cost		21,944		20,333
Sublease income		(1,198)		(1,175)
Total lease cost	$	109,898	$	104,137

The following table summarizes other lease related information for the three months ended March 31, 2021:


		For the Three Months Ended
		March 31,
		2021		2020
Cash paid for amounts included in the measurement of operating lease liabilities:
	Operating cash flows from operating leases	$	84,415	$	82,607
Right-of-use assets obtained in exchange for new operating lease liabilities			110,567		71,131

September 30, 2017 December 31, 2016
Revolving Credit Facility, weighted-average variable interest rate of 2.283% $ 269,000
$ —
$500 million, 4.875% Senior Notes due 2021⁽¹⁾, effective interest rate of 4.957%
497,363
496,758
$300 million, 4.625% Senior Notes due 2021⁽²⁾, effective interest rate of 4.646%
298,891
298,679
$300 million, 3.800% Senior Notes due 2022⁽³⁾, effective interest rate of 3.845%
298,126
297,868
$300 million, 3.850% Senior Notes due 2023⁽⁴⁾, effective interest rate of 3.851%
298,525
298,355
$500 million, 3.550% Senior Notes due 2026⁽⁵⁾, effective interest rate of 3.570%
495,682
495,359
$750 million, 3.600% Senior Notes due 2027⁽⁶⁾, effective interest rate of 3.619%
743,229
—
Long-term debt $ 2,900,816
$ 1,887,019


⁽¹⁾	Net of unamortized discount of $1.2 million as of September 30, 2017, and $1.4 million as of December 31, 2016, and debt issuance costs of $1.5 million as of September 30, 2017, and $1.8 million as of December 31, 2016.


⁽²⁾	Net of unamortized discount of $0.2 million as of September 30, 2017, and December 31, 2016, and debt issuance costs of $0.9 million as of September 30, 2017, and $1.1 million as of December 31, 2016.


⁽³⁾	Net of unamortized discount of $0.6 million as of September 30, 2017, and $0.7 million as of December 31, 2016, and debt issuance costs of $1.3 million as of September 30, 2017, and $1.5 million as of December 31, 2016.


⁽⁴⁾	Net of unamortized discount of less than $0.1 million as of September 30, 2017, and December 31, 2016, and debt issuance costs of $1.5 million as of September 30, 2017, and $1.6 million as of December 31, 2016.


⁽⁵⁾	Net of unamortized discount of $0.7 million as of September 30, 2017, and $0.8 million as of December 31, 2016, and debt issuance costs of $3.6 million as of September 30, 2017, and $3.9 million as of December 31, 2016.


⁽⁶⁾	~~Net of unamortized discount of $1.2 million as of September 30, 2017, and debt issuance costs of $5.6 million as of September 30, 2017.~~

NOTE 5 – FINANCING

The following table identifies the amounts included in “Current portion of long-term debt” and “Long-term debt, less current portion” on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2021, and December 31, 2020 (in thousands):


	March 31, 2021		December 31, 2020
4.625% Senior Notes due 2021, effective interest rate of 4.638%	$	300,000	$	300,000
3.800% Senior Notes due 2022, effective interest rate of 3.845%		300,000		300,000
3.850% Senior Notes due 2023, effective interest rate of 3.851%		300,000		300,000
3.550% Senior Notes due 2026, effective interest rate of 3.570%		500,000		500,000
3.600% Senior Notes due 2027, effective interest rate of 3.619%		750,000		750,000
4.350% Senior Notes due 2028, effective interest rate of 4.383%		500,000		500,000
3.900% Senior Notes due 2029, effective interest rate of 3.901%		500,000		500,000
4.200% Senior Notes due 2030, effective interest rate of 4.205%		500,000		500,000
1.750% Senior Notes due 2031, effective interest rate of 1.798%		500,000		500,000
Total principal amount of debt		4,150,000		4,150,000
Less: Unamortized discount and debt issuance costs		25,832		26,783
Total debt		4,124,168		4,123,217
Less: Current portion of long-term debt		299,880		—
Total long-term debt, less current portion	$	3,824,288	$	4,123,217

Unsecured revolving credit facility:

On April 5, 2017, the Company entered into a credit agreement (the “Credit Agreement”). The Credit Agreement provides for a $1.2 billion unsecured revolving credit facility (the “Revolving Credit Facility”) arranged by JPMorgan Chase Bank, N.A., which is scheduled to mature in April 2022. The Credit Agreement includes a $200 million sub-limit for the issuance of letters of credit and a $75 million sub-limit for swing line borrowings under the Revolving Credit Facility. As described in the Credit Agreement governing the Revolving Credit Facility, the Company may, from time to time, subject to certain conditions, increase the aggregate commitments under the Revolving Credit Facility by up to $600 million, provided that the aggregate amount of the commitments does not exceed $1.8 billion at any time.

In conjunction with the closing of the Credit Agreement, the Company’s previous credit agreement, which was originally entered into on January 14, 2011, as amended, was terminated (the “Terminated Credit Agreement”), and all outstanding loans and commitments, including the guarantees of each of the subsidiary guarantors, under the Terminated Credit Agreement were terminated and replaced by the loans and commitments under the Credit Agreement. None of the Company’s subsidiaries are guarantors or obligors under the Credit Agreement.

As of ~~September 30, 2017,~~March 31, 2021, and December 31, ~~2016,~~2020, the Company had outstanding letters of credit, primarily to support obligations related to workers’ compensation, general liability and other insurance policies, in the amounts of ~~$41.3~~$84.0 million and ~~$38.7~~$66.4 million, respectively, reducing the aggregate availability under the ~~credit agreements~~Credit Agreement by those amounts.

As of March 31, 2021, and December 31, 2020, the Company had 0 outstanding borrowings under its Revolving Credit Facility.

Borrowings under the Revolving Credit Facility (other than swing line loans) bear interest, at the Company’s option, at either an Alternate Base Rate or an Adjusted LIBO Rate (both as defined in the Credit Agreement) plus an applicable margin. Swing line loans made under the Revolving Credit Facility bear interest at an Alternate Base Rate plus the applicable margin for Alternate Base Rate loans. In addition, the Company pays a facility fee on the aggregate amount of the commitments under the Credit Agreement in an amount equal to a percentage of such commitments. The interest rate margins and facility fee are based upon the better of the ratings assigned to the Company’s debt by Moody’s Investor Service, Inc. and Standard & Poor’s Ratings Services, subject to limited exceptions. As of ~~September 30, 2017,~~March 31, 2021, based upon the Company’s current credit ratings, its margin for Alternate Base Rate loans was 0.000%, its margin for Eurodollar Revolving Loans was 0.900% and its facility fee was 0.100%.

The Credit Agreement contains certain covenants, including limitations on subsidiary indebtedness, a minimum consolidated fixed charge coverage ratio of 2.50:1.00 and a maximum consolidated leverage ratio of 3.50:1.00. The consolidated fixed charge coverage ratio includes a calculation of earnings before interest, taxes, depreciation, amortization, rent and non-cash share-based compensation expense to fixed charges. Fixed charges include interest expense, capitalized interest and rent expense. The consolidated leverage ratio includes a calculation of adjusted debt to earnings before interest, taxes, depreciation, amortization, rent and non-cash share-based compensation expense. Adjusted debt includes outstanding debt, outstanding stand-by letters of credit and similar instruments, five-times rent expense and excludes any premium or discount recorded in conjunction with the issuance of long-term debt. In the event that the Company should default on any covenant (subject to customary grace periods, cure rights and materiality thresholds) contained in the Credit Agreement, certain actions may be taken, including, but not limited to, possible termination of commitments, immediate payment of outstanding principal amounts plus accrued interest and other amounts payable under the Credit Agreement and litigation from lenders. As of ~~September 30, 2017,~~March 31, 2021, the Company remained in compliance with all covenants under the Credit Agreement.

Senior notes:

~~On August 17, 2017,~~

As of March 31, 2021, the Company issued $750 million aggregate principal amount of unsecured 3.600% Senior Notes due 2027 (“3.600% Senior Notes due 2027”) at a price to the public of 99.840% of their face value with UMB Bank, N.A. (“UMB”) as trustee. Interest on the 3.600% Senior Notes due 2027 is payable on March 1 and September 1 of each year, beginning on March 1, 2018, and is computed on the basis of a 360-day year.

~~The~~ Company has issued and outstanding a cumulative ~~$2.7~~$4.2 billion aggregate principal amount of unsecured senior notes, which are due between 2021 and ~~2027,~~2031, with UMB Bank, N.A. and U.S. Bank as ~~trustee.~~trustees. Interest on the senior notes,

ranging from ~~3.550%~~1.750% to ~~4.875%~~4.625%, is payable semi-annually and is computed on the basis of a 360-day year. The 4.625% Senior Notes due 2021 were included in “Current portion of long-term debt” on the accompanying Consolidated Balance Sheet as of March 31, 2021, as the Company anticipates it will have adequate cash available at the time of redemption to repay the notes and the decision to refinance the notes on a long-term basis would be dependent on market conditions and available cash at the time of redemption. None of the Company’s subsidiaries is a guarantor under the senior notes. Each of the senior notes is subject to certain customary covenants, with which the Company complied as of ~~September 30, 2017.~~

In connection with entering into the Credit Agreement (under which none of the Company’s subsidiaries are guarantors or obligors), and upon termination of the Terminated Credit Agreement, the guarantees by the Company’s subsidiary guarantors with respect to all of the Company’s then outstanding senior notes were automatically released in accordance with the terms of the respective indentures governing these senior notes. The 3.600% Senior Notes due 2027 also are not guaranteed by any of the Company’s subsidiaries.

March 31, 2021.

NOTE 46 – WARRANTIES

The Company provides warranties on certain merchandise it sells with warranty periods ranging from 30 days to limited lifetime warranties. The risk of loss arising from warranty claims is typically the obligation of the Company’s suppliers. Certain suppliers provide upfront

allowances to the Company in lieu of accepting the obligation for warranty claims. For this merchandise, when sold, the Company bears the risk of loss associated with the cost of warranty claims. Differences between supplier allowances received by the Company, in lieu of warranty obligations and estimated warranty expense, are recorded as an adjustment to cost of sales. Estimated warranty costs, which are recorded as obligations at the time of sale, are based on the historical failure rate of each individual product line. The Company’s historical experience has been that failure rates are relatively consistent over time and that the ultimate cost of warranty claims to the Company has been driven by volume of units sold as opposed to fluctuations in failure rates or the variation of the cost of individual claims.

The Company’s product warranty liabilities are included in “Other current liabilities” on the accompanying Condensed Consolidated Balance Sheets as of ~~September 30, 2017,~~March 31, 2021, and December 31, ~~2016. The~~2020; the following table identifies the changes in the Company’s aggregate product warranty liabilities for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 (in thousands):

Warranty liabilities, balance at December 31, 2016 $ 36,623
Warranty claims (60,173 )
Warranty accruals 65,450
Warranty liabilities, balance at September 30, 2017 $ 41,900


Warranty liabilities, balance at December 31, 2020	$	65,886
Warranty claims		(27,498)
Warranty accruals		30,109
Foreign currency translation		(14)
Warranty liabilities, balance at March 31, 2021	$	68,483

NOTE 57 – SHARE REPURCHASE PROGRAM

In January of 2011, the Company’s Board of Directors approved a share repurchase program. Under the program, the Company may, from time to time, repurchase shares of its common stock, solely through open market purchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate trading policy requirements and overall market conditions. The Company’s Board of Directors may increase or otherwise modify, renew, suspend or terminate the share repurchase program at any time, without prior notice. As announced on ~~May~~February 10, ~~2017, and September 1, 2017,~~2021, the Company’s Board of Directors ~~each time~~ approved a resolution to increase the authorization amount under the share repurchase program by an additional $1.0 billion, resulting in a cumulative authorization amount of ~~$9.8~~$15.8 billion. ~~Each~~The additional authorization is effective for ~~a three-year period,~~three years, beginning on its respective announcement date.

The following table identifies shares of the Company’s common stock that have been repurchased as part of the Company’s publicly announced share repurchase program for the three months ended March 31, 2021 and 2020 (in thousands, except per share data):

For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2017 2016 2017 2016
Shares repurchased 2,743
367
8,047
3,673
Average price per share $ 200.70
$ 281.04
$ 235.26
$ 261.32
Total investment $ 550,530
$ 102,941
$ 1,893,068
$ 959,743


	For the Three Months Ended
	March 31,
	2021		2020
Shares repurchased		1,475		1,484
Average price per share	$	450.65	$	386.71
Total investment	$	664,533	$	574,037

As of ~~September 30, 2017,~~March 31, 2021, the Company had ~~$994.8~~$817.0 million remaining under its share repurchase program. Subsequent to the end of the ~~third~~first quarter and through ~~November~~May 7, ~~2017,~~2021, the Company repurchased anless than 0.1 million additional ~~0.4 million~~ shares of its common stock under its share repurchase program, at an average price of ~~$209.61,~~$556.69, for a total investment of ~~$85.2~~$8.0 million. The Company has repurchased a total of ~~65.4~~82.5 million shares of its common stock under its share repurchase program since the inception of the program in January of 2011 and through ~~November~~May 7, ~~2017,~~2021, at an average price of ~~$135.17,~~$181.09, for a total aggregate investment of ~~$8.8~~$14.9 billion.

NOTE 8 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income (loss) includes adjustments for foreign currency translations. The tables below summarize activity for changes in accumulated other comprehensive income (loss) for the three months ended March 31, 2021 and 2020 (in thousands):


	Foreign		Total Accumulated Other
	Currency ⁽¹⁾		Comprehensive Loss
Accumulated other comprehensive loss, balance at December 31, 2020	$	(2,155)	$	(2,155)
Change in accumulated other comprehensive loss		(4,143)		(4,143)
Accumulated other comprehensive loss, balance at March 31, 2021	$	(6,298)	$	(6,298)


	Foreign		Total Accumulated Other
	Currency ⁽¹⁾		Comprehensive Income (Loss)
Accumulated other comprehensive income, balance at December 31, 2019	$	4,890	$	4,890
Change in accumulated other comprehensive loss		(30,646)		(30,646)
Accumulated other comprehensive loss, balance at March 31, 2020	$	(25,756)	$	(25,756)

(1)	Foreign currency translation is not shown net of additional U.S. tax, as other basis differences of non-U.S. subsidiaries are intended to be permanently reinvested.

NOTE 9 – REVENUE

The table below identifies the Company’s revenues disaggregated by major customer type for the three months ended March 31, 2021 and 2020 (in thousands):


	For the Three Months Ended
	March 31,
	2021		2020
Sales to do-it-yourself customers	$	1,781,166	$	1,345,482
Sales to professional service provider customers		1,239,086		1,070,199
Other sales and sales adjustments		70,647		60,806
Total sales	$	3,090,899	$	2,476,487

As of March 31, 2021, and December 31, 2020, the Company had recorded a deferred revenue liability of $4.9 million and $4.5 million, respectively, related to its loyalty program, which were included in “Other liabilities” on the accompanying Condensed Consolidated Balance Sheets. During the three months ended March 31, 2021 and 2020, the Company recognized $3.4 million and $3.2 million, respectively, of deferred revenue related to its loyalty program, which were included in “Sales” on the accompanying Condensed Consolidated Statements of Income.

See Note 6 for information concerning the expected costs associated with the Company’s assurance warranty obligations.

NOTE 10 – SHARE-BASED COMPENSATION AND BENEFIT PLANS

The Company recognizes share-based compensation expense based on the fair value of the grants, awards or shares at the time of the grant, award or issuance. Share-based compensation includes stock option awards, restricted stock awards and stock appreciation rights issued under the Company’s ~~employee~~ incentive plans ~~and director stock plan, restricted stock awarded under the Company’s employee incentive plans and director stock plan~~ and stock issued through the Company’s employee stock purchase plan.

Stock options:

The Company’s ~~stock-based~~ incentive plans provide for the granting of stock options for the purchase of common stock of the Company to ~~directors and~~ certain key employees of the Company. ~~Options~~Employee stock options are granted at an exercise price that is equal to the closing market price of the Company’s common stock on the date of the grant. ~~Director~~Employee stock options granted under the plans expire after ~~seven years and are fully vested after six months. Employee options granted under the plans expire after ten~~10 years and typically vest 25% per year, over four years. The Company records compensation expense for the ~~grant-date~~grant date fair value of the option awards evenly over the vesting period or ~~the~~ minimum required service period.

The table below identifies stock option activity under these plans during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 (in thousands, except per share data):

Shares
Weighted-Average
Exercise Price
Outstanding at December 31, 2016 2,800
$ 104.90
Granted 240
257.39
Exercised (483 ) 51.35
Forfeited (26 ) 207.45
Outstanding at September 30, 2017 2,531
$ 128.50
Exercisable at September 30, 2017 1,705
$ 75.65


	Shares	Weighted- Average
	(in thousands)	Exercise Price
Outstanding at December 31, 2020	1,500	$	248.52
Granted	99		459.47
Exercised	(76)		129.13
Forfeited or expired	(4)		325.26
Outstanding at March 31, 2021	1,519	$	268.10
Exercisable at March 31, 2021	1,063	$	222.51

The fair value of each stock option award is estimated on the date of the grant using the Black-Scholes option pricing model. The Black-Scholes model requires the use of assumptions, including the risk free rate, expected life, expected volatility and expected dividend yield.

~~Risk-free interest rate~~ ~~– The United States Treasury rates in effect at the time the options are granted for the options’ expected life.~~

~~Expected life~~ ~~– Represents the period of time that options granted are expected to be outstanding. The Company uses historical experience to estimate the expected life of options granted.~~

~~Expected volatility~~ ~~– Measure of the amount, by which the Company’s stock price is expected to fluctuate, based on a historical trend.~~

~~Expected dividend yield –~~ ~~The Company has not paid, nor does it have plans in the foreseeable future to pay, any dividends.~~

●

Risk-free interest rate – The United States Treasury rates in effect at the time the options are granted for the options’ expected life.

●

Expected life – Represents the period of time that options granted are expected to be outstanding. The Company uses historical experience to estimate the expected life of options granted.

●

Expected volatility – Measure of the amount, by which the Company’s stock price is expected to fluctuate, based on a historical trend.

●

Expected dividend yield – The Company has not paid, nor does it have plans in the foreseeable future to pay, any dividends.

The table below identifies the weighted-average assumptions used for grants awarded during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016:~~

For the Nine Months Ended
September 30,
2017 2016
Risk free interest rate 1.98 % 1.45 %
Expected life 5.5 Years
5.6 Years
Expected volatility 22.2 % 22.4 %
Expected dividend yield — % — %

2020:


	March 31,
	2021		2020
Risk free interest rate	0.85	%	1.02	%
Expected life	6.4	Years	6.4	Years
Expected volatility	29.9	%	25.5	%
Expected dividend yield	0	%	0	%

The following table summarizes activity related to stock options awarded by the Company for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 (in thousands, except per share data):

For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2017 2016 2017 2016
Compensation expense for stock options awarded $ 3,679
$ 3,653
$ 11,826
$ 11,793
Income tax benefit from compensation expense related to stock options 1,402
1,365
4,507
4,405

~~The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2017, was $64.45 compared to $64.00 for the nine months ended September 30, 2016.~~


	For the Three Months Ended
	March 31,
	2021		2020
Compensation expense for stock options awarded	$	5,262	$	4,878
Income tax benefit from compensation expense related to stock options		1,296		1,276
Weighted-average grant-date fair value of options awarded	$	144.30	$	107.26

The remaining unrecognized compensation expense related to unvested stock option awards at ~~September 30, 2017,~~March 31, 2021, was ~~$28.6~~$41.3 million, and the weighted-average period of time over which this cost will be recognized is ~~2.6~~2.7 years.

Other share-based compensation plans:

The Company sponsors other share-based compensation plans: an employee stock purchase plan and incentive plans that provide for the awarding of shares of restricted stock to certain key employees and directors. The Company’s employee stock purchase plan (the “ESPP”)~~, which~~ permits ~~all~~ eligible employees to purchase shares of the Company’s common stock at 85% of the fair market value, and a director stock plan, which provides for the award of shares of restricted stock to the Company’s independent directors, that vest evenly over a three-year period and are held in escrow until such vesting has occurred.value. The fair value of shares issued under the ESPP is based on the average of the high and low market prices of the Company’s common stock during the offering periods, and compensation expense is recognized based on the discount

between the fair value and the employee purchase price for the shares sold to employees. Restricted stock awarded under the incentive plans to certain key employees and directors vests evenly over a three-year period and is held in escrow until such vesting has occurred. The fair value of shares awarded under the ~~director stock plan~~incentive plans is based on the closing market price of the Company’s common stock on the date of the award, and compensation expense is recorded evenly over the vesting period or the minimum required service period.

The table below summarizes activity related to the Company’s other share-based compensation plans for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 (in thousands):

For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2017 2016 2017 2016
Compensation expense for shares issued under the ESPP $ 545
$ 538
$ 1,659
$ 1,610
Income tax benefit from compensation expense related to shares issued under the ESPP 208
201
632
601
Compensation expense for restricted shares awarded 258
327
1,350
968
Income tax benefit from compensation expense related to restricted awards $ 98
$ 122
$ 515
$ 361


	For the Three Months Ended
	March 31,
	2021		2020
Compensation expense for shares issued under the ESPP	$	650	$	646
Income tax benefit from compensation expense related to shares issued under the ESPP		160		169
Compensation expense for restricted shares awarded		380		351
Income tax benefit from compensation expense related to restricted awards	$	94	$	92

Profit sharing and savings plan:

The Company sponsors a contributory profit sharing and savings plan (the “401(k) Plan”) that covers substantially all employees who are at least 21 years of age and have completed one year of service. The Company makes matching contributions equal to 100% of the first 2% of each employee’s wages that are contributed and 25% of the next 4% of each employee’s wages that are contributed. An employee generally must be employed on December 31 to receive that year’s Company matching contribution, with the matching contribution funded annually at the beginning of the subsequent year following the year in which the matching contribution was earned. The Company may also make additional discretionary profit sharing contributions to the plan on an annual basis as determined by the Board of Directors. The Company did not make any discretionary contributions to the 401(k) Plan during the three ~~or nine~~ months ended ~~September 30, 2017~~March 31, 2021 or ~~2016.~~2020. The Company expensed matching contributions under the 401(k) Plan in the amounts of ~~$5.7~~$7.2 million and ~~$5.3~~$7.0 million for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively, which were included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income. The Company expensed matching contributions under the 401(k) Plan in the amounts of $17.0 million and $15.5 million for the nine months ended September 30, 2017 and 2016, respectively, which were included in “Selling, general and administrative expense” on the accompanying Condensed Consolidated Statements of Income.

Nonqualified deferred compensation plan:

The Company sponsors a nonqualified deferred compensation plan (the “Deferred Compensation Plan”) for highly compensated employees whose contributions to the 401(k) Plan are limited due to the application of the annual limitations under the Internal Revenue Code. The Deferred Compensation Plan provides these employees with the opportunity to defer the full 6% of matched compensation, including salary and incentive based compensation that was precluded under the Company’s 401(k) Plan, which is then matched by the Company using the same formula as the 401(k) Plan. An employee generally must be employed on December 31 to receive that year’s Company matching contribution, with the matching contribution funded annually at the beginning of the subsequent year following the year in which the matching contribution was earned. In the event of bankruptcy, the assets of this plan are available to satisfy the claims of general creditors. The Company has an unsecured obligation to pay, in the future, the value of the deferred compensation and Company match, adjusted to reflect the performance, whether positive or negative, of selected investment measurement options chosen by each participant during the deferral period. The liability for compensation deferred under the Deferred Compensation Plan was ~~$24.5~~$46.9 million and ~~$20.5~~$40.4 million as of ~~September 30, 2017,~~March 31, 2021, and December 31, ~~2016,~~2020, respectively, which was included in “Other liabilities” on the accompanying Condensed Consolidated Balance Sheets. The Company expensed matching contributions under the Deferred Compensation Plan in the amount of $0.1 million for each of the three months ended March 31, 2021 and 2020, which was included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income.

Stock appreciation rights:

The Company’s incentive plans provide for the granting of stock appreciation rights, which expire after 10 years and vest 25% per year, over four years, and are settled in cash. As of March 31, 2021, there were 9,576 stock appreciation rights outstanding, and during the three months ended March 31, 2021, there were 1,427 stock appreciation rights granted. The liability for compensation to be paid for redeemed stock appreciation rights was $0.5 million and $0.3 million as of March 31, 2021, and December 31, 2020, respectively, which were included in “Other liabilities” on the Condensed Consolidated Balance Sheets. Compensation expense for stock appreciation rights was $0.2 million and less than $0.1 million for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively, which were included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income. The Company expensed matching contributions under the Deferred Compensation Plan in the amount of $0.1 million for the nine months ended September 30, 2017 and 2016, which were included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income.

NOTE 711 – EARNINGS PER SHARE

The following table illustrates the computation of basic and diluted earnings per share for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 (in thousands, except per share data):


	For the Three Months Ended
	March 31,
	2021		2020
Numerator (basic and diluted):
Net income	$	501,609	$	300,438

Denominator:
Weighted-average common shares outstanding – basic		70,383		75,022
Effect of stock options ⁽¹⁾		632		641
Weighted-average common shares outstanding – assuming dilution		71,015		75,663

Earnings per share:
Earnings per share-basic	$	7.13	$	4.00
Earnings per share-assuming dilution	$	7.06	$	3.97

Antidilutive potential common shares not included in the calculation of diluted earnings per share:
Stock options ⁽¹⁾		211		349
Weighted-average exercise price per share of antidilutive stock options ⁽¹⁾	$	437.90	$	377.41

For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2017 2016 2017 2016
Numerator (basic and diluted):
Net income $ 283,734
$ 278,493
$ 831,489
$ 791,661

Denominator:
Weighted-average common shares outstanding – basic 86,947
94,891
89,641
95,994
Effect of stock options ⁽¹⁾
1,078
1,229
1,228
1,315
Weighted-average common shares outstanding – assuming dilution 88,025
96,120
90,869
97,309

Earnings per share:
Earnings per share-basic $ 3.26
$ 2.93
$ 9.28
$ 8.25
Earnings per share-assuming dilution $ 3.22
$ 2.90
$ 9.15
$ 8.14

Antidilutive potential common shares not included in the calculation of diluted earnings per share:
Stock options ⁽¹⁾
784
271
620
319
Weighted-average exercise price per share of antidilutive stock options ⁽¹⁾
$ 246.65
$ 267.66
$ 258.75
$ 264.88

(1)
⁽¹⁾	See Note 610 for further information concerning the terms of the Company’s share-based compensation plans.

For the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, the computation of diluted earnings per share did not include certain securities. These securities represent underlying stock options not included in the computation of diluted earnings per share, because the inclusion of such equity awards would have been antidilutive.

NOTE 812 – LEGAL MATTERS

O’Reilly is currently involved in litigation incidental to the ordinary conduct of the Company’s business. The Company accrues for litigation losses in instances where a material adverse outcome is probable and the Company is able to reasonably estimate the probable loss. The Company accrues for an estimate of material legal costs to be incurred in pending litigation matters. Although the Company cannot ascertain the amount of liability that it may incur from any of these matters, it does not currently believe that, in the aggregate, these matters, taking into account applicable insurance and accruals, will have a material adverse effect on its consolidated financial position, results of operations or cash flows in a particular quarter or annual period.

~~As previously reported, on June 18, 2015, a jury~~

NOTE 13 – RECENT ACCOUNTING PRONOUNCEMENTS

No recent accounting pronouncements or changes in ~~Greene County, Missouri, returned an unfavorable verdict in a litigated contract dispute~~accounting pronouncements have occurred since those discussed in the ~~matter~~ ~~Meridian Creative Alliance vs. O’Reilly Automotive Stores, Inc. et. al.~~ inCompany’s

Annual Report on Form 10-K for the ~~amount~~year ended December 31, 2020, that are of ~~$12.5 million. As previously reported, the verdict was appealed, reversed in part and remanded~~material significance, or have potential material significance, to the trial court for a new trial. The matter has been set for trial to commence May 7, 2018, in the Circuit Court of Greene County, Missouri. The Company will continue to vigorously defend the matter. As of September 30, 2017, the Company had accrued $18.6 million with respect to this matter.

Company.

~~NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS~~

In May of 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). Under ASU 2014-09, an entity is required to follow a five-step process to determine the amount of revenue to recognize when promised goods or services are transferred to customers. ASU 2014-09 offers specific accounting guidance for costs to obtain or fulfill a contract with a customer. In addition, an entity is required to disclose sufficient information to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with

customers. In August of 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”), to defer the effective date of ASU 2014-09 by one year. For public companies, ASU 2015-14 changes ASU 2014-09 to be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. These ASUs can be adopted retrospectively or as a cumulative-effective adjustment at the date of adoption, with early adoption allowed, but not before December 15, 2016. The Company will adopt this guidance beginning with its first quarter ending March 31, 2018. The Company has established a task force, composed of multiple functional groups inside of the Company, which is currently in the process of evaluating critical components of this new guidance and the potential impact of the guidance on the Company’s financial position, results of operations and cash flows. Based on the preliminary work completed, the Company is considering the potential implications of the new standard on the Company’s recognition of customer related accounts receivable, warranty costs that are not the responsibility of the Company’s suppliers, the application of the Company’s retail O’Rewards loyalty program and all applicable financial statement disclosures required by the new guidance. At this time, the task force has not completed its evaluation of the impact or means of adoption.

In February of 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company will adopt this guidance beginning with its first quarter ending March 31, 2019. The Company has established a task force, composed of multiple functional groups inside of the Company, which is currently in the process of evaluating critical components of this new guidance and the potential impact of the guidance on the Company’s financial position, results of operations and cash flows. Based on the preliminary work completed, the Company is considering the potential implications of the new standard on determining the discount rate to be used in valuing new and existing leases, the treatment of existing favorable and unfavorable lease agreements acquired in connection with previous acquisitions, procedural and operational changes that may be necessary to comply with the provisions of the guidance and all applicable financial statement disclosures required by the new guidance, all of which are areas that could potentially be impacted by adoption of the guidance. At this time, the task force has not completed its full evaluation; however, the Company believes the adoption of the new guidance will have a material impact on the total assets and total liabilities reported on the Company’s consolidated balance sheets.

In March of 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). Under ASU 2016-09, several aspects of the accounting for share-based payment transactions, including tax consequence, classification of awards as equity or liabilities, and classification on the statement of cash flows, were changed. The Company adopted this guidance with its first quarter ending March 31, 2017. Upon adoption of ASU 2016-09, the Company elected to change its accounting policy to account for forfeitures as they occur; this change was applied using the modified retrospective transition method with a cumulative effect adjustment of $0.3 million to opening “Retained earnings” on the accompanying Condensed Consolidated Balance Sheet as of September 30, 2017. The Company applied the amendments related to the presentation of tax withholdings on the statements of cash flows using the retrospective transition method, which resulted in $0.2 million of tax withholdings being reclassified from “Net cash provided by operating activities” to “Net cash used in financing activities” on the accompanying Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2016. The Company elected to apply the amendments related to the presentation of excess tax benefits on the statements of cash flows using the retrospective transition method, which resulted in $46.0 million of excess tax benefits related to share-based compensation being reclassified from “Net cash used in financing activities” to “Net cash provided by operating activities” in the accompanying Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2016. ASU 2016-09 amendments related to accounting for excess tax benefits in the income statement have been adopted prospectively, resulting in the reduction of $2.8 million and $35.3 million in “Provision for income taxes” in the accompanying Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2017, respectively, which lowered the Company’s effective tax rate, increased dilutive shares outstanding and increased diluted earnings per share for the three and nine months ended September 30, 2017, by $0.02 and $0.35, respectively.

In June of 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). Under ASU 2016-13, businesses and other organizations are required to present financial assets, measured at amortized costs basis, at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis, such as trade receivables. The measurement of expected credit loss will be based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. For public companies, ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company will adopt this guidance beginning with its first quarter ending March 31, 2020. The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations or cash flows.

In August of 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2016-15”). ASU 2016-15 reduces the existing diversity in practice for eight specific parts on cash flow statement presentation and classification: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance (COLI) policies; distributions received from equity method investments; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. For public companies, ASU 2016-15 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and requires retrospective adoption, with early adoption permitted. The Company will adopt this guidance beginning with its first quarter ending March 31, 2018. The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations or cash flows.

In January of 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 revises the definition of a business in the Accounting Standards Codification and clarifies the guidance for determining whether the purchase or disposal of an asset or group of assets qualifies as the purchase or disposal of a business. For public companies, ASU 2017-01 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and requires prospective adoption, with early adoption permitted with certain conditions. The Company will adopt this guidance beginning with its first quarter ending March 31, 2018. The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations or cash flows.

In January of 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates the second step in the previous process for goodwill impairment testing; instead, the test is now a one-step process that calls for goodwill impairment loss to be measured as the excess of the reporting unit’s carrying amount over its fair value. For public companies, ASU 2017-04 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period, and requires prospective adoption, with early adoption after January 1, 2017. The Company will adopt this guidance beginning with its first quarter ending March 31, 2019. The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations or cash flows.

In May of 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”). ASU 2017-09 provides clarity and reduces both the diversity in practice and cost and complexity when applying stock compensation guidance to a change to the terms or conditions of a share-based payment award. For public companies, ASU 2017-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and requires prospective adoption, with early adoption permitted. The Company will adopt this guidance beginning with its first quarter ending March 31, 2018. The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations or cash flows.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise indicated, “we,” “us,” “our” and similar terms, as well as references to the “Company” or “O’Reilly,” refer to O’Reilly Automotive, Inc. and its subsidiaries.

In Management’s Discussion and Analysis, we provide a historical and prospective narrative of our general financial condition, results of operations, liquidity and certain other factors that may affect our future results, including

~~an overview of the key drivers of the automotive aftermarket industry;~~

•~~our results of operations for the three and nine months ended September 30, 2017 and 2016;~~

~~our liquidity and capital resources;~~

~~any contractual obligations, to which we are committed;~~

~~our critical accounting estimates;~~

~~the inflation and seasonality of our business; and~~

•~~recent accounting pronouncements that may affect our Company.~~

●

recent developments within our Company;

●

an overview of the key drivers of the automotive aftermarket industry;

●

our results of operations for the three months ended March 31, 2021 and 2020;

●

our liquidity and capital resources;

●

any contractual obligations, to which we are committed;

●

our critical accounting estimates;

●

the inflation and seasonality of our business; and

●

recent accounting pronouncements that may affect our Company.

The review of Management’s Discussion and Analysis should be made in conjunction with our condensed consolidated financial statements, related notes and other financial information, forward-looking statements and other risk factors included elsewhere in this quarterly report.

FORWARD-LOOKING STATEMENTS

We claim the protection of the safe-harbor for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as “estimate,” “may,” “could,” “will,” “believe,” “expect,” “would,” “consider,” “should,” “anticipate,” “project,” “plan,” “intend” or similar words. In addition, statements contained within this quarterly report that are not historical facts are forward-looking statements, such as statements discussing, among other things, expected growth, store development, integration and expansion strategy, business strategies, future revenues and future performance. These forward-looking statements are based on estimates, projections, beliefs and assumptions and are not guarantees of future events and results. Such statements are subject to risks, uncertainties and assumptions, including, but not limited to, the COVID-19 pandemic or other public health crises; the economy in ~~general, inflation,~~general; inflation; consumer debt levels; product ~~demand,~~demand; the market for auto ~~parts, competition, weather,~~parts; competition; weather; tariffs; availability of key products; business interruptions, including terrorist activities, war and the threat of war; failure to protect our brand and reputation; challenges in international markets; volatility of the market price of our common stock; our increased debt levels; credit ratings on public debt; historical growth rate sustainability; our ability to hire and retain qualified employees; risks associated with the performance of acquired ~~businesses, our ability to hire~~businesses; information security and ~~retain qualified employees, consumer debt levels, our increased debt levels, credit ratings on public debt,~~cyber-attacks; and governmental ~~regulations, terrorist activities, war and the threat of war.~~regulations. Actual results may materially differ from anticipated results described or implied in these forward-looking statements. Please refer to the “Risk Factors” section of our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2020, and subsequent Securities and Exchange Commission filings, for additional factors that could materially affect our financial performance. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

RECENT DEVELOPMENTS

We continue to prioritize the safety and wellness of our Team Members and our customers as we navigate the ongoing challenges resulting from the COVID-19 pandemic in the current environment. Vaccine availability, effectiveness and distribution, gradual reopening processes across many of our markets, government stimulus payments and enhanced unemployment benefits have positively impacted demand for the products we sell. We continue to keep our stores open and operating to meet our customers’ critical needs, while also ensuring the safety of our Team Members and customers through strict adherence to our safety protocols; however, we cannot predict how long the current crisis will last or the extent of its impact on our customers, our Team Members and overall industry demand.

For additional risks related to the COVID-19 pandemic, please refer to the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2020.

OVERVIEW

We are a specialty retailer of automotive aftermarket parts, tools, supplies, equipment and accessories in the United ~~States.~~States and Mexico. We are one of the largest U.S. automotive aftermarket specialty retailers, selling our products to both ~~do-it-yourself (“DIY”)~~DIY customers and professional

service providers – our “dual market strategy.” Our stores carry an extensive product line consisting of new and remanufactured automotive hard parts, maintenance items, accessories, a complete line of auto body paint and related materials, automotive tools and professional service provider service equipment.

Our extensive product line includes an assortment of products that are differentiated by quality and price for most of the product lines we offer. For many of our product offerings, this quality differentiation reflects “good,” “better,” and “best” alternatives. Our sales and total gross ~~margin~~profit dollars are, generally, highest for the “best” quality category of products. Consumers’ willingness to select products at a higher point on the value spectrum is a driver of sales and profitability in our industry. We have ongoing initiatives focused on marketing and training to educate customers on the advantages of ongoing vehicle maintenance, as well as “purchasing up” on the value spectrum.

Our stores also offer enhanced services and programs to our customers, including used oil, oil filter and battery recycling; battery, wiper and bulb replacement; battery diagnostic testing; electrical and module testing; check engine light code extraction; loaner tool program; drum and rotor resurfacing; custom hydraulic hoses; professional paint shop mixing and related materials; and machine shops.

Our strategy is to open new stores to achieve greater penetration into existing markets and expansion into new, contiguous markets. We typically open new stores either by (i) constructing a new facility or renovating an existing one on property As of March 31, 2021, we purchase or lease and stocking the new store with fixtures and inventory; (ii) acquiring an independently owned auto parts store, typically by the purchase of substantially all of the inventory and other assets (other than realty) of such store; or (iii) purchasing multi-store chains. We plan to open 190 net, new stores in 2017, in addition to the conversion of 48 stores acquired from Bond Auto Parts (“Bond”) in December 2016, as previously announced, and plan to open 200 net, new stores in 2018. We believe our investment in store growth will be funded with the cash flows expected to be generated by our existing operations and through available borrowings under our existing unsecured revolving

credit facility. During the three months ended September 30, 2017, we opened 52 stores and closed two stores. During the nine months ended September 30, 2017, we opened 162 stores and closed seven stores and, as of that date, operated ~~4,984~~5,660 stores in 47 ~~states.~~

~~Operating within the retail industry, we~~U.S. states and 22 stores in Mexico.

We are influenced by a number of general macroeconomic factors that impact both our industry and our consumers, including, but not limited to, fuel costs, unemployment trends, interest rates ~~consumer preferences~~ and ~~spending habits,~~other economic factors. Due to the nature of these macroeconomic factors, we are unable to determine how long current conditions will persist and ~~competition.~~the degree of impact future changes may have on our business. Macroeconomic factors, such as increases in the U.S. unemployment rate, and demand drivers specific to the automotive aftermarket, such as U.S. miles driven, have been pressured as a result of responses to the COVID-19 pandemic, such as stay at home orders, work from home arrangements, and reduced travel. However, government stimulus and unemployment benefits and the reopening processes have positively impacted our performance. We ~~have~~are unable to predict the ongoing ~~initiatives aimed at tailoring~~and future impact of the pandemic on broader economic conditions or our product offering to adjust to customers’ changing preferences, and we also have initiatives focused on marketing and training to educate customers on the advantages of ongoing vehicle maintenance, as well as “purchasing up” on the value spectrum.

industry.

We believe the key drivers of current and future long-term demand for the products sold within the automotive aftermarket include the number of U.S. miles driven, number of U.S. registered vehicles, new light vehicle registrations and average vehicle ~~age and unemployment.~~

age.

Number of Miles Driven –

The number of total miles driven in the U.S. influences the demand for repair and maintenance products sold within the automotive aftermarket. In total, vehicles in the U.S. are driven approximately three trillion miles per year, resulting in ongoing wear and tear and a corresponding continued demand for the repair and maintenance products necessary to keep these vehicles in operation. According to the Department of Transportation, the number of total miles driven in the U.S. decreased 13.2%, increased ~~2.4%, 3.5%~~0.9% and ~~1.8%~~increased 0.4% in ~~2016, 2015~~2020, 2019 and ~~2014,~~2018, respectively, and through ~~August~~February of ~~2017,~~2021, year-to-date miles driven ~~increased 1.4%~~decreased 11.7%. ~~We would expect~~Miles driven dramatically declined in 2020, as a result of responses to the COVID-19 Pandemic, and have remained below pre-pandemic levels. Further government measures or consumer and business behavior could continue to ~~see modest improvements in total~~have a negative impact on miles driven, inbut we are unable to predict the ~~U.S., supported by an increasing number~~duration and severity of ~~registered vehicles on~~ the ~~road, resulting in continued demand for automotive aftermarket products.~~

~~Number~~impact to our business.

Size and Age of ~~U.S. Registered Vehicles, New Light~~the Vehicle ~~Registrations and Average Vehicle Age~~ – Fleet

The total number of vehicles on the road and the average age of the vehicle population heavily influence the demand for products sold within the automotive aftermarket industry. As reported by The Auto Care Association, the total number of registered vehicles increased 7%10.4% from ~~2006~~2009 to ~~2016,~~2019, bringing the number of light vehicles on the road to ~~264~~278 million by the end of ~~2016.~~2019. For the year ended December 31, ~~2016,~~2020, the seasonally adjusted annual rate of light vehicle sales in the U.S. (“SAAR”) was approximately ~~18.3~~16.3 million, and for ~~2017,~~2021, the SAAR is estimated to be approximately ~~18.5~~17.8 million, contributing to the continued growth in the total number of registered vehicles on the road. In the past decade, vehicle scrappage rates have remained relatively stable, ranging from ~~4.3%~~4.1% to 5.7% annually. As a result, over the past decade, the average age of the U.S. vehicle population has increased, growing ~~22%~~18.0%, from ~~9.5~~10.0 years in ~~2006~~2009 to ~~11.6~~11.8 years in ~~2016.~~ 2019. The outlook for SAAR is highly uncertain, as the severity and duration of the COVID-19 crisis is indeterminable; however, the rate of new vehicle sales in any given year represents a small percentage of the total light vehicle population and has a muted impact on the total number of vehicles on the road and average age of vehicles over the short term.

We believe ~~this~~the increase in average age can be attributed to better engineered and manufactured vehicles, which can be reliably driven at higher mileages due to better quality power trains, ~~and~~ interiors and exteriors, and the consumer’s willingness to invest in maintaining these higher-mileage, better built vehicles. As the average age of vehicles on the road increases, a larger percentage of miles are being driven by vehicles that are outside of a manufacturer warranty. These out-of-warranty, older vehicles generate strong demand for automotive aftermarket products as they go through more routine maintenance cycles, have more frequent mechanical failures and generally require more maintenance than newer vehicles. We believe consumers will continue to invest in these reliable, higher-quality, higher-mileage vehicles and these investments, along with an increasing total light vehicle fleet, will support continued demand for automotive aftermarket products.

~~Unemployment~~ – Unemployment, underemployment, the threat of future joblessness and the uncertainty surrounding the overall economic health of the U.S. have a negative impact on consumer confidence and the level of consumer discretionary spending. Long-term trends of high unemployment have historically impeded the growth of annual miles driven, as well as decrease consumer discretionary spending, both of which negatively impact demand for products sold in the automotive aftermarket industry. As of December 31, 2016, the U.S. unemployment rate was 4.7%, and as of September 30, 2017, the U.S. unemployment rate was 4.2%. We believe total employment should remain at healthy levels with marginal improvements, and we would expect to see an increase in commuter traffic with a growing work force, further aiding the positive trend of growth of total miles driven in the U.S. and demand for automotive aftermarket products.

We remain confident in our ability to gain market share in our existing markets and grow our business in new markets by focusing on our dual market strategy and the core O’Reilly values of hard work and excellent customer service.

RESULTS OF OPERATIONS

Sales:

Sales for the three months ended ~~September 30, 2017,~~March 31, 2021, increased ~~$119~~$614 million or 25% to ~~$2.34~~$3.09 billion from ~~$2.22~~$2.48 billion for the same period one year ago, representing an increase of 5%. Sales for the nine months ended September 30, 2017, increased $293 million to $6.79 billion from $6.49 billion for the same period one year ago, representing an increase of 5%.ago. Comparable store sales for stores open at least one year increased ~~1.8%~~24.8% and ~~4.2%~~decreased 1.9% for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, respectively. Comparable store sales for stores open at least one year increased 1.5% and 4.8% for the nine months ended September 30, 2017 and 2016,~~2020, respectively. Comparable store sales are calculated based on the change in sales offor stores open at least one year and exclude sales of specialty machinery, sales to independent parts stores and sales to Team Members, as well as sales from Leap Day ~~during~~in the ~~nine~~three months ended ~~September 30, 2016.~~

March 31, 2020. Online sales, resulting from ship-to-home orders and pickup in-store orders, for stores open at least one year, are included in the comparable store sales calculation.

The following table presents the components of the increase in sales for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 (in millions):

Increase in Sales for the Three Months Ended
September 30, 2017,
Compared to the Same Period in 2016 Increase in Sales for the Nine Months Ended
September 30, 2017,
Compared to the Same Period in 2016
Store sales:
Comparable store sales, including sales from the 48 acquired Bond stores $ 57
$ 144
Non-comparable store sales:
Sales for stores opened throughout 2016, excluding stores open at least one year that are included in comparable store sales 29
117
Sales for stores opened throughout 2017 35
63
Sales from Leap Day in 2016 —
(25 )
Sales in 2016 for stores that have closed (1 ) (4 )
Non-store sales:
Includes sales of machinery and sales to independent parts stores and Team Members (1 ) (2 )
Total increase in sales $ 119
$ 293


	Increase in Sales for the Three Months Ended
	March 31, 2021
	Compared to the Same Period in 2020
Store sales:
Comparable store sales	$	589
Non-comparable store sales:
Sales for stores opened throughout 2020, excluding stores open at least one year that are included in comparable store sales, and Mayasa store sales		40
Sales for stores opened throughout 2021		12
Sales from Leap Day in 2020		(34)
Decline in sales for stores that have closed		(3)
Non-store sales:
Includes sales of machinery and sales to independent parts stores and Team Members		10
Total increase in sales	$	614

We believe the increased sales ~~achieved by our stores~~ are the result of store growth, ~~sales from the 48 acquired Bond stores and~~ the high levels of customer service provided by our well-trained and technically proficient Team Members, superior inventory availability, including same day and over-night access to inventory in our regional distribution centers, enhanced services and programs offered in our stores, a broader selection of product offerings in most stores with a dynamic catalog system to identify and source parts, a targeted promotional and advertising effort through a variety of media and localized promotional events, continued improvement in the merchandising and store layouts of our stores, compensation programs for all store Team Members that provide incentives for performance and our continued focus on serving both DIY and professional service provider customers.

The government stimulus payments, enhanced unemployment benefits, lifting of stay at home orders and associated market reopening and recovery plans when combined with favorable industry dynamics, such as consumers investing in existing vehicles, led to strong demand for our products in the first quarter.

Our comparable store sales ~~increases~~increase for the three ~~and nine~~ months ended ~~September 30, 2017, were~~March 31, 2021, was driven by increases in average ticket values and transaction counts for both DIY and professional service provider ~~customers, partially offset by negative customer transaction counts~~customers. Average ticket values benefited from ~~both our DIY~~consumers spending additional time and ~~professional service provider customers. The improvements~~money repairing and maintaining their vehicles in response to the COVID-19 and economic environment. In addition, the improvement in average ticket values ~~were~~was the result of the increasing complexity and cost of replacement parts necessary to maintain the current population of ~~better engineered~~better-engineered and more technically advanced vehicles. These ~~better engineered,~~better-engineered, more technically advanced vehicles require less frequent repairs, as the component parts are more durable and last for longer periods of time. ~~When~~This decrease in repair frequency creates pressure on customer transaction counts; however, when repairs are needed, the cost of replacement parts is, on average, greater, which is a benefit to average ticket ~~values; however, the decrease~~values.

Improvement in ~~repair frequency creates pressure on customer transaction counts. Customer~~ transaction counts during the current periods were also negatively impacted by softer industry demand, resulting, in part, from the second consecutive, unseasonably mild winter weather and a cool, wet summer in many of our markets. The mild winter weather did not stress vehicle componentsthree months ended March 31, 2021, compared to the ~~degree more typical harsh winter weather would, which~~same period in the prior year, were primarily due to COVID-19 stay at home orders and business restrictions enacted during March of 2020 and resulted in ~~a lower level of automobile parts breakage~~immediate pressure to transaction counts for both DIY and ~~associated demand for our products.~~professional service provider customers. The ~~cool, wet summer~~continued market reopening and recovery plans, ongoing government stimulus and favorable winter and spring weather conditions all benefited transaction counts in ~~many of our markets resulted in a lower level of demand, as~~ the ~~absence of typical seasonally high temperatures resulted in fewer temperature related vehicle repairs.~~

current period.

We opened ~~50 and 155~~66 net, new U.S. stores during the three ~~and nine~~ months ended ~~September 30, 2017, respectively,~~March 31, 2021, compared to ~~52 and 141~~opening 73 net, new U.S. stores ~~for~~during the three ~~and nine~~ months ended ~~September 30, 2016, respectively.~~March 31, 2020. As of ~~September 30, 2017,~~March 31, 2021, we operated ~~4,984~~5,660 stores in 47 U.S. states and 22 stores in Mexico compared to ~~4,712~~5,512 stores in 4547 U.S. states and 21 stores in Mexico at September 30, 2016. We anticipate total new store growth to be 190 net, new store openings in 2017, slightly below the 2016 net, new store openings due to the resources necessary to convert the 48 Bond stores acquired in December 2016 to our systems, inventory selection and décor packages during 2017, and 200 net, new store openings in 2018.March 31, 2020.

Gross profit:

Gross profit for the three months ended ~~September 30, 2017,~~March 31, 2021, increased 27% to ~~$1.23~~$1.64 billion (or ~~52.6%~~53.1% of sales) from $1.17 billion (or 52.7% of sales) for the same period one year ago, representing an increase of 5%. Gross profit for the nine months ended September 30, 2017, increased to $3.56 billion (or 52.5% of sales) from $3.39$1.30 billion (or 52.3% of sales) for the same period one year ~~ago, representing an increase of 5%.~~ago. The increase in gross profit dollars for the three months ended ~~September 30, 2017,~~March 31, 2021, was primarily the result of ~~sales from~~ new stores and the increase in comparable store sales at existing ~~stores and sales from the 48 acquired Bond~~ stores. The increase in gross profit dollars for the nine months ended September 30, 2017, was the result of sales from new stores, the increase in comparable store sales at existing stores and sales from the 48 acquired Bond stores, partially offset by prior year gross profit dollars generated from one additional day due to Leap Day. The decrease in gross profit as a percentage of sales for the three months ended ~~September 30, 2017,~~March 31, 2021, was ~~primarily~~

due to ~~lower merchandise~~a mix benefit driven by greater percentage of total sales generated from DIY customers, which carry a higher gross margin ~~higher inventory shrinkage~~than professional service provider sales and ~~deleverage~~leverage of fixed distribution costs, ~~partially offset by~~as a ~~smaller non-cash last-in, first-out (“LIFO”) impact. The lower merchandise margin was primarily the~~ result of merchandise mix, driven by the unfavorable weather conditions during the three months ended September 30, 2017. The higher inventory shrinkage was primarily cyclical in nature, following a period of lower than average shrinkage trends. The deleverage of fixed costs was the result of softstrong comparable store sales during the three months ended September 30, 2017. The smaller non-cash LIFO impact is the result of fewer product acquisition cost improvements during the three months ended September 30, 2017, as compared to the same period in the prior year. Our policy is to not write up inventory in excess of replacement cost, and accordingly, we are effectively valuing our inventory at replacement cost. During the three months ended September 30, 2017 and 2016, our LIFO costs were written down by approximately $3 million and $10 million, respectively, to reflect replacement cost. The increase in gross profit as a percentage of sales for the nine months ended September 30, 2017, was primarily due to a smaller LIFO impact, partially offset by lower merchandise margin and deleverage of fixed costs. During the nine months ended September 30, 2017 and 2016, our LIFO costs were written down by approximately $20 million and $47 million, respectively, to reflect replacement cost. The lower merchandise margin was primarily the result of merchandise mix, driven by the unfavorable weather conditions during the nine months ended September 30, 2017. The deleverage of fixed costs was the result of soft comparable store sales during the nine months ended September 30, 2017.

growth.

Selling, general and administrative expenses:

Selling, general and administrative expenses (“SG&A”) for the three months ended ~~September 30, 2017,~~March 31, 2021, increased 9% to ~~$768~~$950 million (or ~~32.8%~~30.7% of sales) from ~~$722~~$872 million (or ~~32.5%~~35.2% of sales) for the same period one year ago, representing an increase of 6%. SG&A for the nine months ended September 30, 2017, increased to $2.24 billion (or 33.0% of sales) from $2.10 billion (or 32.4% of sales) for the same period one year ago, representing an increase of 6%.ago. The increase in total SG&A dollars for the three months ended ~~September 30, 2017,~~March 31, 2021, was ~~primarily~~ the result of additional Team Members, facilities and vehicles to support our increased sales and store count. The increase in total SG&A dollars for the nine months ended September 30, 2017, was primarily the result of additional Team Members, facilities and vehicles to support our increased sales and store count, partially offset by ~~a $9.1 million benefit from the reduction in our legal accrual following the expiration of the statute of limitations related to a legacy claim and~~ prior year incremental SG&A expenses incurred from one additional day due to Leap Day. The ~~increases~~decrease in SG&A as a percentage of sales for the three ~~and nine~~ months ended ~~September 30, 2017, were primarily~~March 31, 2021, was due to ~~deleverage~~leverage of store operating costs on ~~soft~~strong comparable store sales ~~during the current periods.~~

growth.

Operating income:

As a result of the impacts discussed above, operating income for the three months ended ~~September 30, 2017,~~March 31, 2021, increased 63% to ~~$462~~$691 million (or ~~19.7%~~22.4% of sales) from ~~$448~~$424 million (or ~~20.2%~~17.1% of sales) for the same period one year ~~ago, representing an increase of 3%. As a result of the impacts discussed above, operating~~ago.

Other income and expense:

Total other expense for the ~~nine~~three months ended ~~September 30, 2017, increased~~March 31, 2021, decreased 20% to ~~$1.32 billion~~$35 million (or ~~19.5%~~1.1% of sales) from ~~$1.29 billion~~$44 million (or ~~19.9%~~1.8% of sales) for the same period one year ~~ago, representing an increase of 2%.~~

~~Other income and expense:~~

~~Total~~ago. The decrease in total other expense for the three months ended ~~September 30, 2017, increased~~March 31, 2021, was the result of an increase in the value of our trading securities, as compared to ~~$22 million (or 1.0%~~a decrease in the value of ~~sales) from $16 million (or 0.7% of sales) for~~our trading securities in the same period one year ago, representing an increase of 41%. Total other expense for the nine months ended September 30, 2017, increased to $61 million (or 0.9% of sales) from $45 million (or 0.7% of sales) for the same period one year ago, representing an increase of 36%. The increases in total other expense for the three and ~~nine months ended September 30, 2017, were primarily the result of increased~~decreased interest expense on ~~higher~~lower average outstanding borrowings and ~~increased amortization~~lower average cost of ~~debt issuance costs.~~

borrowings.

Income taxes:

Our provision for income taxes for the three months ended ~~September 30, 2017,~~March 31, 2021, increased 95% to ~~$156~~$154 million (or 6.7% of sales) from $153 million (or 6.9% of sales) for the same period one year ago, representing an increase of 2%. Our provision for income taxes for the nine months ended September 30, 2017, decreased to $430 million (or 6.3% of sales) from $455 million (or 7.0% of sales) for the same period one year ago, representing a decrease of 6%. Our(23.5% effective tax ~~rate for the three months ended September 30, 2017, was 35.4% of income before income taxes, compared to 35.5% for the same period one year ago. Our~~rate) from $79 million (20.9% effective tax ~~rate for the nine months ended September 30, 2017, was 34.1% of income before income taxes, compared to 36.5%~~rate) for the same period one year ago. The increase in our provision for income taxes for the three months ended ~~September 30, 2017,~~March 31, 2021, was ~~primarily~~ the result of higher taxable income in the three months ended September 30, 2017, partially offset by the adoption of Accounting Standard Update No. 2016-09, which provided a benefit of $3 million to the provision for income taxes. The decrease in our provision for income taxes for the nine months ended September 30, 2017, was primarily the result of the adoption of Accounting Standard Update No. 2016-09 in 2017, which provided a benefit of $35 million to the provision for income taxes,and lower benefits from renewable energy investment tax credits, partially offset by higher ~~taxable income.~~excess tax benefits from share-based compensation. The ~~decreases~~increase in our effective tax rate for the three ~~and nine~~ months ended ~~September 30, 2017, were primarily~~March 31, 2021, was the result of the ~~adoption of Accounting Standard Update No. 2016-09~~benefit from investments in ~~2017, which provided a benefit of 63 basis points and 279 basis points~~renewable energy tax credit funds in the prior period, partially offset by higher excess tax benefits from share-based compensation in the current period, as compared to the ~~effective tax rate for~~same period in the ~~three and nine months ended September 30, 2017, respectively.~~

prior year.

Net income:

As a result of the impacts discussed above, net income for the three months ended ~~September 30, 2017,~~March 31, 2021, increased 67% to ~~$284~~$502 million (or ~~12.1%~~16.2% of sales) from ~~$278~~$300 million (or ~~12.5%~~12.1% of sales) for the same period one year ago, representing an increase of 2%. As a result of the impacts discussed above, net income for the nine months ended September 30, 2017, increased to $831 million (or 12.3% of sales) from $792 million (or 12.2% of sales) for the same period one year ago, representing an increase of 5%.

ago.

Earnings per share:

Our diluted earnings per common share for the three months ended ~~September 30, 2017,~~March 31, 2021, increased ~~11%~~78% to ~~$3.22~~$7.06 on 8871 million shares from ~~$2.90~~$3.97 on 9676 million shares for the same period one year ago. Our diluted earnings per common share for the nine months ended September 30, 2017, increased 12% to $9.15 on 91 million shares from $8.14 on 97 million shares for the same period one year ago. Due to the adoption of Accounting Standard Update No. 2016-09, our diluted earnings per common share for the three and nine months ended September 30, 2017, included a benefit of $0.02 and $0.35, respectively, comprised of a $0.03 and $0.39 earnings per share increase, respectively, from a lower effective tax rate, partially offset by a $0.01 and $0.04, respectively, earnings per share decrease from an increase in the number of weighted-average common shares outstanding - assuming dilution.

LIQUIDITY AND CAPITAL RESOURCES

Our long-term business strategy requires capital to open new stores, fund strategic acquisitions, expand distribution infrastructure, operate and maintain existing stores and may include the opportunistic repurchase of shares of our common stock through our Board-approved share repurchase program. The primary sources of our liquidity are funds generated from operations and borrowed under our unsecured revolving credit facility. Decreased demand for our products or changes in customer buying patterns could negatively impact our ability to generate funds from operations. Additionally, decreased demand or changes in buying patterns could impact our ability to meet the debt covenants of our credit agreement and, therefore, negatively impact the funds available under our unsecured revolving credit facility. We believe that cash expected to be provided by operating activities and availability under our unsecured revolving credit facility will be sufficient to fund both our short-term and long-term capital and liquidity needs for the foreseeable future. However, there can be no assurance that we will continue to generate cash flows at or above recent ~~levels.~~levels, and we are unable to predict the impact of the uncertainty and disruption caused by the COVID-19 pandemic on our ability to generate funds or maintain liquidity.

The following table identifies cash provided by/(used in) our operating, investing and financing activities for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 (in thousands):


	For the Three Months Ended
	March 31,
Liquidity:	2021		2020
Total cash provided by/(used in):
Operating activities	$	890,672	$	459,093
Investing activities		(93,757)		(226,642)
Financing activities		(651,304)		15,300
Effect of exchange rate changes on cash		(371)		(1,090)
Net increase in cash and cash equivalents	$	145,240	$	246,661

Capital expenditures	$	94,879	$	133,284
Free cash flow ⁽¹⁾		789,780		227,170

For the Nine Months Ended
September 30,
Liquidity: 2017 2016
Total cash provided by/(used in):
Operating activities ⁽¹⁾
$ 1,087,419
$ 1,214,259
Investing activities (347,922 ) (352,698 )
Financing activities ⁽¹⁾
(848,808 ) (417,542 )
Net (decrease) increase in cash and cash equivalents $ (109,311 ) $ 444,019

Capital expenditures $ 347,756
$ 356,234
Free cash flow ⁽²⁾
$ 704,381
$ 811,991

(1)
⁽¹⁾	~~Prior period amount has been reclassified to conform to current period presentation, due to the Company’s adoption of a new accounting standard during the first quarter ended March 31, 2017.~~


⁽²⁾	Calculated as net cash provided by operating activities, less capital expenditures and excess tax benefit from share-based compensation payments, and investment in tax credit equity investments for the period.

Operating activities:

The ~~decrease~~increase in net cash provided by operating activities during the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, compared to the same period in ~~2016,~~2020, was primarily due to ~~a smaller decrease in our net inventory investment, partially offset by~~ an increase in net income, a larger decrease in net inventory investment and a larger increase in ~~deferred income taxes.~~a net taxes payable position. The ~~smaller~~larger decrease in ~~our~~ net inventory investment ~~is primarily the result of fewer new suppliers entering our supplier financing programs~~ in 2017, as compared to 2016. The larger increase in deferred income taxes is primarily the result of additional depreciation recognized for income tax purposes, as compared to the same period in the prior year.

~~Investing activities:~~

The decrease in net cash used in investing activities during the nine months ended September 30, 2017, compared to the same period in 2016, was primarily the result of a decrease in capital expenditures. The decrease in capital expenditures was primarily related to the

~~timing of property acquisitions, closings, construction costs for new stores and the mix of owned versus leased stores opened during~~ the current period, as compared to the same period in the prior ~~year.~~

~~Financing activities:~~

~~The increase in net cash used in financing activities during the nine months ended September 30, 2017, compared to the same period in 2016,~~year, was primarily attributable to anthe strong comparable store sales growth and the resulting benefit to inventory turns. The larger increase in ~~repurchases of our common stock during~~the net taxes payable position was primarily due to higher taxable income in the current period, as compared to the same period in the prior year, partially offset by the realization of renewable energy investment tax credits in the prior period.

Investing activities:

The decrease in net cash used in investing activities during the three months ended March 31, 2021, compared to the same period in 2020, was the result of a ~~higher~~decrease in investments in renewable energy tax credit investment funds and a decrease in capital expenditures. The decrease in investments in renewable energy tax credit funds was the result of entering into tax credit equity investments in the comparable period in the prior year, and no investments in the current period, which are primarily for the purpose of receiving renewable energy investment tax credits. The decrease in capital expenditures was primarily due to the lower level of ~~net borrowings during~~distribution expansion projects and new store project development in the current period, as compared to the same period in the prior year.

Financing activities:

The net cash used in financing activities during the three months ended March 31, 2021, versus net cash provided by financing activities during the three months ended March 31, 2020, was attributable to the net proceeds from the issuance of long-term debt and the net borrowings on our revolving credit facility in the comparable period in the prior year and an increase in repurchases of our common stock during the current period, as compared to same period in the prior year.

Unsecured revolving credit facility:

On April 5, 2017, the Company entered into a credit agreement (the “Credit Agreement”). The Credit Agreement provides for a five-year ~~$1.20~~$1.2 billion unsecured revolving credit facility (the “Revolving Credit Facility”) arranged by JPMorgan Chase Bank, N.A., which is scheduled to mature in April 2022. The Credit Agreement includes a $200 million sub-limit for the issuance of letters of credit and a $75 million sub-limit for swing line borrowings. As described in the Credit Agreement governing the Revolving Credit Facility, the Company may, from time to time, subject to certain conditions, increase the aggregate commitments under the Revolving Credit Facility by up to $600 million, provided that the aggregate amount of the commitments does not exceed ~~$1.80~~$1.8 billion at any time.

In conjunction with the closing of the Credit Agreement, the Company’s previous credit agreement, which was originally entered into on January 14, 2011, as amended, was terminated (the “Terminated Credit Agreement”), and all outstanding loans and commitments, including the guarantees of each of the subsidiary guarantors, under the Terminated Credit Agreement were terminated and replaced by the loans and commitments under the Credit Agreement. None of our subsidiaries are guarantors or obligors under the Credit Agreement.

As of ~~September 30, 2017,~~March 31, 2021, we had outstanding letters of credit, primarily to support obligations related to workers’ compensation, general liability and other insurance policies, in the amount of ~~$41~~$84.0 million, reducing the aggregate availability under the Credit Agreement by that amount. As of ~~September 30, 2017,~~March 31, 2021, we ~~had~~did not have any outstanding borrowings under ~~the~~our Revolving Credit ~~Facility in the amount~~Facility.

Senior Notes:

As of ~~$269 million.~~

~~Senior Notes:~~

~~On August 17, 2017,~~March 31, 2021, we issued $750 million aggregate principal amount of unsecured 3.600% Senior Notes due 2027 (“3.600% Senior Notes due 2027”) at a price to the public of 99.840% of their face value with UMB Bank, N.A. (“UMB”) as trustee. Interest on the 3.600% Senior Notes due 2027 is payable on March 1 and September 1 of each year, beginning on March 1, 2018, and is computed on the basis of a 360-day year.

We have issued and outstanding a cumulative ~~$2.65~~$4.2 billion aggregate principal amount of unsecured senior notes, which are due between 2021 and ~~2027,~~2031, with UMB Bank, N.A. and U.S. Bank as ~~trustee.~~trustees. Interest on the senior notes, ranging from ~~3.550%~~1.750% to ~~4.875%~~4.625%, is payable semi-annually and is computed on the basis of a 360-day year. None of our subsidiaries ~~are guarantors~~is a guarantor under ~~the Senior Notes.~~our senior notes.

Debt covenants:

The indentures governing our senior notes contain covenants that limit our ability and the ability of certain of our subsidiaries to, among other things, create certain liens on assets to secure certain debt and enter into certain sale and leaseback transactions, and limit our ability to merge or consolidate with another company or transfer all or substantially all of our property, in each case as set forth in the indentures. These covenants are, however, subject to a number of important limitations and exceptions. As of ~~September 30, 2017,~~March 31, 2021, we were in compliance with the covenants applicable to our senior notes.

The Credit Agreement contains certain covenants, including limitations on indebtedness, a minimum consolidated fixed charge coverage ratio of 2.50:1.00 and a maximum consolidated leverage ratio of 3.50:1.00. The consolidated fixed charge coverage ratio includes a calculation of earnings before interest, taxes, depreciation, amortization, rent and non-cash share-based compensation expense to fixed charges. Fixed charges include interest expense, capitalized interest and rent expense. The consolidated leverage ratio includes a calculation of adjusted debt to earnings before interest, taxes, depreciation, amortization, rent and non-cash share-based compensation expense. Adjusted debt includes outstanding debt, outstanding stand-by letters of credit and similar instruments, five-times rent expense and excludes any premium or discount recorded in conjunction with the issuance of long-term debt. In the event that we should default on any covenant contained within the Credit Agreement, certain actions may be taken, including, but not limited to, possible termination of commitments, immediate payment of outstanding principal amounts plus accrued interest and other amounts payable under the Credit Agreement and litigation from our lenders.

We had a consolidated fixed charge coverage ratio of ~~5.90~~6.46 times and ~~6.14~~5.08 times as of ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively, and a consolidated leverage ratio of ~~1.95~~1.77 times and ~~1.53~~2.45 times as of ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively, remaining in compliance with all covenants related to the borrowing arrangements.

The table below outlines the calculations of the consolidated fixed charge coverage ratio and consolidated leverage ratio covenants, as defined in the Credit Agreement governing the Revolving Credit Facility, for the twelve months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 (dollars in thousands):


		For the Twelve Months Ended
		March 31,
		2021		2020
GAAP net income		$	1,953,473	$	1,370,328
Add:	Interest expense		159,246		145,070
	Rent expense ⁽¹⁾		358,653		342,908
	Provision for income taxes		589,099		385,509
	Depreciation expense		311,037		279,103
	Amortization expense		9,392		1,771
	Non-cash share-based compensation		23,164		22,372
Non-GAAP EBITDAR		$	3,404,064	$	2,547,061

	Interest expense	$	159,246	$	145,070
	Capitalized interest		9,324		13,197
	Rent expense ⁽¹⁾		358,653		342,908
Total fixed charges		$	527,223	$	501,175

Consolidated fixed charge coverage ratio			6.46		5.08

GAAP debt		$	4,124,168	$	4,471,248
Add:	Stand-by letters of credit		84,045		39,083
	Discount on senior notes		4,892		3,510
	Debt issuance costs		20,940		19,242
	Five-times rent expense		1,793,265		1,714,540
Non-GAAP adjusted debt		$	6,027,310	$	6,247,623

Consolidated leverage ratio			1.77		2.45

(1)	The table below outlines the calculation of Rent expense and reconciles Rent expense to Total lease cost, per Accounting Standard Codification 842 (“ASC 842”) the most directly comparable GAAP financial measure, for the twelve months ended March 31, 2021 and 2020 (in thousands):


Total lease cost, per ASC 842, for the twelve months ended March 31, 2021		$	426,126
Less:	Variable non-contract operating lease components, related to property taxes and insurance, for the twelve months ended March 31, 2021		67,473
Rent expense for the twelve months ended March 31, 2021		$	358,653

Total lease cost, per ASC 842, for the twelve months ended March 31, 2020		$	404,138
Less:	Variable non-contract operating lease components, related to property taxes and insurance, for the twelve months ended March 31, 2020		61,230
Rent expense for the twelve months ended March 31, 2020		$	342,908

For the Twelve Months Ended
September 30,
2017 2016
GAAP net income $ 1,077,519
$ 1,010,237
Add: Interest expense 83,258
66,340
Rent expense 295,083
279,863
Provision for income taxes 574,491
585,650
Depreciation expense 228,815
212,208
Amortization expense 1,104
1,430
Non-cash share-based compensation 19,323
19,614
Non-GAAP EBITDAR $ 2,279,593
$ 2,175,342

Interest expense $ 83,258
$ 66,340
Capitalized interest 8,298
7,976
Rent expense 295,083
279,863
Total fixed charges $ 386,639
$ 354,179

Consolidated fixed charge coverage ratio 5.90 6.14

GAAP debt $ 2,900,816
$ 1,886,501
Stand-by letters of credit 41,258
38,618
Discount on senior notes 3,894
3,295
Debt issuance costs 14,290
10,204
Five-times rent expense 1,475,415
1,399,315
Non-GAAP adjusted debt $ 4,435,673
$ 3,337,933

Consolidated leverage ratio 1.95 1.53

The table below outlines the calculation of Free cash flow and reconciles Free cash flow to Net cash provided by operating activities, the most directly comparable GAAP financial measure, for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 (in thousands):

For the Nine Months Ended
September 30,
2017 2016
Cash provided by operating activities ⁽¹⁾
$ 1,087,419
$ 1,214,259
Less: Capital expenditures 347,756
356,234
Excess tax benefit from share-based compensation 35,282
46,034
Free cash flow $ 704,381
$ 811,991


⁽¹⁾	~~Prior period amount has been reclassified to conform to current period presentation, due to the Company’s adoption of a new accounting standard during the first quarter ended March 31, 2017.~~


		For the Three Months Ended
		March 31,
		2021		2020
Cash provided by operating activities		$	890,672	$	459,093
Less:	Capital expenditures		94,879		133,284
	Excess tax benefit from share-based compensation payments		6,007		3,380
	Investment in tax credit equity investments		6		95,259
Free cash flow		$	789,780	$	227,170

Free cash flow, the consolidated fixed charge coverage ratio and the consolidated leverage ratio discussed and presented in the tables above are not derived in accordance with United States generally accepted accounting principles (“GAAP”). We do not, nor do we suggest investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, GAAP financial information. We believe that the presentation of our free cash flow, consolidated fixed charge coverage ratio and consolidated leverage ratio provides meaningful supplemental information to both management and investors and reflects the required covenants under the

Credit Agreement. We include these items in judging our performance and believe this non-GAAP information is useful to investors as well. Material limitations of these non-GAAP measures are that such measures do not reflect actual GAAP amounts. We compensate for such limitations by presenting, in the tables above, a reconciliation to the most directly comparable GAAP measures.

Share repurchase program:

In January of 2011, our Board of Directors approved a share repurchase program. Under the program, we may, from time to time, repurchase shares of our common stock, solely through open market purchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate trading policy requirements and overall market conditions. Our Board of Directors may increase or otherwise modify, renew, suspend or terminate the share repurchase program at any time, without prior notice. As announced on ~~May~~February 10, ~~2017, and September 1, 2017,~~2021, our Board of Directors ~~each time~~ approved a resolution to increase the authorization amount under our share repurchase program by an additional ~~$1.00~~$1.0 billion, resulting in a cumulative authorization amount of ~~$9.75~~$15.8 billion. ~~Each~~The additional authorization is effective for a three-year period, beginning on its respective announcement date.

The following table identifies shares of our common stock that have been repurchased as part of our publicly announced share repurchase program for the three months ended March 31, 2021 and 2020 (in thousands, except per share data):


	For the Three Months Ended
	March 31,
	2021		2020
Shares repurchased		1,475		1,484
Average price per share	$	450.65	$	386.71
Total investment	$	664,533	$	574,037

As of ~~September 30, 2017,~~March 31, 2021, we had ~~$995~~$817.0 million remaining under our share repurchase program. Subsequent to the end of the ~~third~~first quarter and through ~~November~~May 7, ~~2017,~~2021, we repurchased ~~0.4~~less than 0.1 million additional shares of our common stock under our share repurchase program, at an average price of ~~$209.61,~~$556.69, for a total investment of ~~$85~~$8.0 million. We have repurchased a total of ~~65.4~~82.5 million shares of our common stock under our share repurchase program since the inception of the program in January of 2011 and through ~~November~~May 7, ~~2017,~~2021, at an average price of ~~$135.17,~~$181.09, for a total aggregate investment of ~~$8.84~~$14.9 billion.

CONTRACTUAL OBLIGATIONS

There have been no material changes to the contractual obligations, to which we are committed, since those discussed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

2020.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our financial statements in accordance with GAAP requires the application of certain estimates and judgments by management. Management bases its assumptions, estimates, and adjustments on historical experience, current trends and other factors believed to be relevant at the time the condensed consolidated financial statements are prepared. There have been no material changes in the critical accounting estimates since those discussed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

2020.

INFLATION AND SEASONALITY

We have been successful, in many cases, in reducing the effects of merchandise cost increases principally by taking advantage of supplier incentive programs, economies of scale resulting from increased volume of purchases and selective forward buying. To the extent our acquisition costs increased due to base commodity price increases industry-wide, we have typically been able to pass along these increased costs through higher retail prices for the affected products. As a result, we do not believe inflation has had a material adverse effect on our operations.

To some extent, our business is seasonal primarily as a result of the impact of weather conditions on customer buying patterns. While we have historically realized operating profits in each quarter of the year, our store sales and profits have historically been higher in the second and third quarters (April through September) than in the first and fourth quarters (October through March) of the year.

RECENT ACCOUNTING PRONOUNCEMENTS

~~In May of 2014,~~

See Note 13 “Recent Accounting Pronouncements” to the Condensed Consolidated Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). Under ASU 2014-09, an entity is required to follow a five-step process to determine the amount of revenue to recognize when promised goods or services are transferred to customers. ASU 2014-09 offers specific accounting guidanceStatements for costs to obtain or fulfill a contract with a customer. In addition, an entity is required to disclose sufficient information to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August of 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”), to defer the effective date of ASU 2014-09 by one year. For public companies, ASU 2015-14

changes ASU 2014-09 to be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. These ASUs can be adopted retrospectively or as a cumulative-effective adjustment at the date of adoption, with early adoption allowed, but not before December 15, 2016. We will adopt this guidance beginning with our first quarter ending March 31, 2018. We have established a task force, composed of multiple functional groups inside of the Company, which is currently in the process of evaluating critical components of this new guidance and the potential impact of the guidance on our financial position, results of operations and cash flows. Based on the preliminary work completed, we are considering the potential implications of the new standard on our recognition of customer related accounts receivable, warranty costs that are not the responsibility of our suppliers, the application of the Company’s retail O’Rewards loyalty program and all applicable financial statement disclosures required by the new guidance. At this time, the task force has not completed its evaluation of the impact or means of adoption.

In February of 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about ~~leasing arrangements. ASU 2016-02 offers specific~~recent accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We will adopt this guidance beginning with our first quarter ending March 31, 2019. We have established a task force, composed of multiple functional groups inside of the Company, which is currently in the process of evaluating critical components of this new guidance and the potential impact of the guidance on our financial position, results of operations and cash flows. Based on the preliminary work completed, we are considering the potential implications of the new standard on determining the discount rate to be used in valuing new and existing leases, the treatment of existing favorable and unfavorable lease agreements acquired in connection with previous acquisitions, procedural and operational changes that may be necessary to comply with the provisions of the guidance and all applicable financial statement disclosures required by the guidance, all of which are areas that could potentially be impacted by adoption of the guidance. At this time, the task force has not completed its full evaluation; however, we believe the adoption of the new guidance will have a material impact on the total assets and total liabilities reported on our consolidated balance sheets.

In March of 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). Under ASU 2016-09, several aspects of the accounting for share-based payment transactions, including tax consequence, classification of awards as equity or liabilities, and classification on the statement of cash flows, were changed. We adopted this guidance with our first quarter ending March 31, 2017. Upon adoption of ASU 2016-09, we elected to change our accounting policy to account for forfeitures as they occur; this change was applied using the modified retrospective transition method with a cumulative effect adjustment of $0.3 million to opening “Retained earnings” on the accompanying Condensed Consolidated Balance Sheet as of September 30, 2017. We applied the amendments related to the presentation of tax withholdings on the statements of cash flows using the retrospective transition method, which resulted in $0.2 million of tax withholdings being reclassified from “Net cash provided by operating activities” to “Net cash used in financing activities” on the accompanying Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2016. We elected to apply the amendments related to the presentation of excess tax benefits on the statements of cash flows using the retrospective transition method, which resulted in $46 million of excess tax benefits related to share-based compensation being reclassified from “Net cash used in financing activities” to “Net cash provided by operating activities” in the accompanying Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2016. ASU 2016-09 amendments related to accounting for excess tax benefits in the income statement have been adopted prospectively, resulting in the reduction of $3 million and $35 million in “Provision for income taxes” in the accompanying Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2017, respectively, which lowered our effective tax rate, increased dilutive shares outstanding and increased diluted earnings per share for the three and nine months ended September 30, 2017, by $0.02 and $0.35, respectively.

In June of 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). Under ASU 2016-13, businesses and other organizations are required to present financial assets, measured at amortized costs basis, at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis, such as trade receivables. The measurement of expected credit loss will be based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. For public companies, ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We will adopt this guidance beginning with our first quarter ending March 31, 2020. The application of this new guidance is not expected to have a material impact on our consolidated financial condition, results of operations or cash flows.

costs; settlement of zero-coupon debt instruments; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance (COLI) policies; distributions received from equity method investments; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. For public companies, ASU 2016-15 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and requires retrospective adoption, with early adoption permitted. We will adopt this guidance beginning with our first quarter ending March 31, 2018. The application of this new guidance is not expected to have a material impact on our consolidated financial condition, results of operations or cash flows.

In January of 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 revises the definition of a business in the Accounting Standards Codification and clarifies the guidance for determining whether the purchase or disposal of an asset or group of assets qualifies as the purchase or disposal of a business. For public companies, ASU 2017-01 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and requires prospective adoption, with early adoption permitted with certain conditions. We will adopt this guidance beginning with our first quarter ending March 31, 2018. The application of this new guidance is not expected to have a material impact on our consolidated financial condition, results of operations or cash flows.

In January of 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates the second step in the previous process for goodwill impairment testing; instead, the test is now a one-step process that calls for goodwill impairment loss to be measured as the excess of the reporting unit’s carrying amount over its fair value. For public companies, ASU 2017-04 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period, and requires prospective adoption, with early adoption after January 1, 2017. We will adopt this guidance beginning with our first quarter ending March 31, 2019. The application of this new guidance is not expected to have a material impact on our consolidated financial condition, results of operations or cash flows.

In May of 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”). ASU 2017-09 provides clarity and reduces both the diversity in practice and cost and complexity when applying stock compensation guidance to a change to the terms or conditions of a share-based payment award. For public companies, ASU 2017-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and requires prospective adoption, with early adoption permitted. We will adopt this guidance beginning with our first quarter ending March 31, 2018. The application of this new guidance is not expected to have a material impact on our consolidated financial condition, results of operations or cash flows.

pronouncements.

INTERNET ADDRESS AND ACCESS TO SEC FILINGS

Our Internet address is ~~www.oreillyauto.com~~www.OReillyAuto.com. Interested readers can access, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, through the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov and searching with our ticker symbol “ORLY.” Such reports are generally available the day they are filed. Upon request, we will furnish interested readers a paper copy of such reports free of charge.

The information on our website is not part of this report and is not incorporated by reference into this report or any of the Company’s other filings with the SEC.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

~~Unless otherwise indicated, “we,” “us,” “our” and similar terms, as well as references to the “Company” or “O’Reilly,” refer to O’Reilly Automotive, Inc. and its subsidiaries.~~

Interest rate risk:

We are subject to interest rate risk to the extent we borrow against our unsecured revolving credit facility (the “Revolving Credit Facility”) with variable interest rates based on either a Base Rate or Eurodollar Rate, as defined in the credit agreement governing the Revolving Credit Facility. As of ~~September 30, 2017,~~March 31, 2021, we ~~had~~did not have any outstanding borrowings under our Revolving Credit Facility in the amount of $269 million, at the weighted-average variable interest rate of 2.283%. At this borrowing level, a 0.25% increase in interest rates would have had an unfavorable annual impact on our pre-tax earnings and cash flows in the amount of $0.7 million.

Facility.

Cash equivalents risk:

We invest certain of our excess cash balances in short-term, highly-liquid instruments with maturities of 90 days or less. We do not expect any material losses from our invested cash balances and we believe that our interest rate exposure is minimal. As of ~~September 30, 2017,~~March 31, 2021, our cash and cash equivalents totaled ~~$37~~$610.9 million.

Foreign currency risk:

Foreign currency exposures arising from transactions include firm commitments and anticipated transactions denominated in a currency other than our entities’ functional currencies. To minimize our risk, we generally enter into transactions denominated in the respective functional currencies. Our foreign currency exposure arises from Mexican peso-denominated revenues and profits and their translation into U.S. dollars.

We view our investments in Mexican subsidiaries as long-term. The net asset exposure in the Mexican subsidiaries translated into U.S. dollars using the period-end exchange rates was $147.0 million at March 31, 2021. The period-end exchange rates of the Mexican peso with respect to the U.S. dollar decreased by approximately 3% from December 31, 2020. The potential loss in value of our net assets in the Mexican subsidiaries resulting from a 10% change in quoted foreign currency exchange rates at March 31, 2021, would be approximately $13.4 million. Any changes in our net assets in the Mexican subsidiaries relating to foreign currency exchange rates would be reflected in the financial statement through the foreign currency translation component of accumulated other comprehensive income, unless the Mexican subsidiaries are sold or otherwise disposed. A 10% change in average exchange rates would not have had a material impact on our results of operations.

Our market risks have not materially changed since those discussed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

2020.

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the management of ~~O’Reilly Automotive, Inc. and Subsidiaries (the “Company”),~~the Company, under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(b) and as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (“the Exchange Act”). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company, including its consolidated subsidiaries, in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS

There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended ~~September 30, 2017,~~March 31, 2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

~~O’Reilly Automotive, Inc. and its subsidiaries (the “Company” or “O’Reilly”)~~

The Company is currently involved in litigation incidental to the ordinary conduct of the Company’s business. The Company accrues for litigation losses in instances where a material adverse outcome is probable and the Company is able to reasonably estimate the probable loss. The Company accrues for an estimate of material legal costs to be incurred in pending litigation matters. Although the Company cannot ascertain the amount of liability that it may incur from any of these matters, it does not currently believe that, in the aggregate, these matters, taking into account applicable insurance and accruals, will have a material adverse effect on its consolidated financial position, results of operations or cash flows in a particular quarter or annual period.

~~As previously reported, on June 18, 2015, a jury in Greene County, Missouri, returned an unfavorable verdict in a litigated contract dispute in the matter~~ ~~Meridian Creative Alliance vs. O’Reilly Automotive Stores, Inc. et. al.~~ in the amount of $12.5 million. As previously reported, the verdict was appealed, reversed in part and remanded to the trial court for a new trial. The matter has been set for trial to commence May 7, 2018, in the Circuit Court of Greene County, Missouri. The Company will continue to vigorously defend the matter. As of September 30, 2017, the Company had accrued $18.6 million with respect to this matter.

Item 1A. Risk Factors

As of ~~September 30, 2017,~~March 31, 2021, there have been no material changes ~~in O’Reilly Automotive, Inc. and its subsidiaries’~~to the risk factors ~~since those discussed~~set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~O’Reilly Automotive, Inc. and its subsidiaries (the “Company”)~~

The Company had no sales of unregistered securities during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2021. The following table identifies all repurchases during the three months ended ~~September 30, 2017,~~March 31, 2021, of any of the Company’s securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, by or on behalf of the Company or any affiliated purchaser (in thousands, except per share data):


				Total Number of	Maximum Dollar Value
	Total	Average		Shares Purchased as	of Shares that May Yet
	Number of	Price Paid		Part of Publicly	Be Purchased Under the
Period	Shares Purchased	per Share		Announced Programs	Programs ⁽¹⁾
January 1, 2021, to January 31, 2021	346	$	452.85	346	$	324,982
February 1, 2021, to February 28, 2021	723		444.93	723		1,003,137
March 1, 2021, to March 31, 2021	406		458.98	406	$	817,005
Total as of March 31, 2021	1,475	$	450.65	1,475

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Programs ⁽¹⁾
July 1, 2017, through July 31, 2017 —
$ —
—
$ 545,288
August 1, 2017, through August 31, 2017 1,999
200.82
1,999
143,757
September 1, 2017, through September 30, 2017 744
200.38
744
$ 994,758
Total as of September 30, 2017 2,743
$ 200.70
2,743

(1)

⁽¹⁾

Under the Company’s share repurchase program, as approved by its Board of Directors, the Company may, from time to time, repurchase shares of its common stock, solely through open market purchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate trading policy requirements and overall market conditions. The Company’s Board of Directors may increase or otherwise modify, renew, suspend or terminate the share repurchase program at any time, without prior notice. As announced on ~~May~~February 10, ~~2017, and September 1, 2017,~~2021, the Company’s Board of Directors ~~each time~~ approved a resolution to increase the authorization amount under the share repurchase program by an additional $1.0 billion, resulting in a cumulative authorization amount of ~~$9.8~~$15.8 billion. ~~Each~~The additional authorization is effective for a three-year period, beginning on its respective announcement date. The authorization under the share repurchase program that currently has capacity is scheduled to expire on ~~September 1, 2020.~~February 10, 2024. No other share repurchase programs existed during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2021.

Subsequent to the end of the ~~third~~first quarter and through ~~November~~May 7, ~~2017,~~2021, the Company repurchased anless than 0.1 million additional ~~0.4 million~~ shares of its common stock under its share repurchase program, at an average price of ~~$209.61,~~$556.69, for a total investment of ~~$85.2~~$8.0 million. The Company has repurchased a total of ~~65.4~~82.5 million shares of its common stock under its share repurchase program since the inception of the program in January of 2011 and through ~~November~~May 7, ~~2017,~~2021, at an average price of ~~$135.17,~~$181.09, for a total aggregate investment of ~~$8.8~~$14.9 billion.

Item 6. Exhibits

Exhibit No.		Description
3.1
~~Exhibit No.~~	~~Description~~
~~3.1~~	Second Amended and Restated Articles of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May ~~9, 2013,~~19, 2020, is incorporated herein by this reference.
3.2		Fourth Amended and Restated Bylaws of the Registrant, filed as Exhibit ~~3.1~~3.3 to the Registrant’s Current Report on Form 8-K dated ~~November 29, 2016,~~May 19, 2020, is incorporated herein by this reference.
~~4.1~~ 10.1		~~Second Supplemental Indenture, dated as of August 17, 2017, by and between~~ O’Reilly Automotive, Inc. Deferred Compensation Plan, as amended and ~~UMB Bank N.A.,~~restated effective as ~~Trustee,~~of January 1, 2021, filed as Exhibit ~~4.1~~10.23(a) to the Registrant’s ~~Current~~Annual Report on Form ~~8-K~~10-K dated ~~August 17, 2017,~~February 26, 2021, is incorporated herein by this reference.
~~4.2~~ 31.1	~~Form of Note for 3.600% Senior Notes due 2027, included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated August 17, 2017, is incorporated herein by this reference.~~
~~10.1~~	Form of Stock Option Grant Notice and Agreement, dated as of July 10, 2017, filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q dated August 7, 2017, is incorporated herein by this reference.
~~31.1~~	Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2		Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1 *		Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished ~~herewith~~herewith..
32.2 *		Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
101.INS	~~XBRL~~	iXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	~~XBRL~~	iXBRL Taxonomy Extension ~~Schema~~Schema.
101.CAL	~~XBRL~~	iXBRL Taxonomy Extension Calculation ~~Linkbase~~Linkbase.
101.DEF	~~XBRL~~	iXBRL Taxonomy Extension Definition ~~Linkbase~~Linkbase.
101.LAB	~~XBRL~~	iXBRL Taxonomy Extension Label ~~Linkbase~~Linkbase.
101.PRE	~~XBRL~~	iXBRL Taxonomy Extension Presentation ~~Linkbase~~Linkbase.
* 104		Cover Page Interactive Data File, formatted as Inline XBRL, contained in Exhibit 101 attachments.

*		Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	O’REILLY AUTOMOTIVE, INC.

~~November~~ May 7, ~~2017~~2021	/s/	~~Greg L. Henslee~~ Gregory D. Johnson
Date	~~Greg L. Henslee~~ Gregory D. Johnson
	Chief Executive Officer and Co-President
	(Principal Executive Officer)

May 7, 2021	/s/	Thomas McFall
~~November 7, 2017~~ Date	~~/s/~~		Thomas McFall
~~Date~~	~~Thomas McFall~~
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)



~~Missouri~~	~~000-21318~~	~~27-4358837~~
(State or other jurisdiction of	Commission file number	(I.R.S. Employer Identification No.)
of incorporation or organization)	~~number~~	~~Identification No.)~~


Title of Each Class		Trading Symbol(s)	Name of Each Exchange on which Registered
Common Stock	$0.01 par value	ORLY	The NASDAQ Stock Market LLC
			(NASDAQ Global Select Market)



Large accelerated filerx	☒	Accelerated filer¨	☐	Emerging growth company	☐
Non-accelerated filer¨ ~~(Do not check if a smaller reporting company)~~	☐	Smaller reporting company¨
~~Emerging growth company~~ ¨	☐

		Page

	~~Page~~

PART I - FINANCIAL INFORMATION		2

ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)		2
Condensed Consolidated Balance Sheets		2
Condensed Consolidated Statements of Income		3
Condensed Consolidated Statements of Comprehensive Income		4
Condensed Consolidated Statements of Shareholders’ Equity		5
Condensed Consolidated Statements of Cash Flows	4	6
Notes to Condensed Consolidated Financial Statements	5	7

ITEM 2 - ~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14	16

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23	24

ITEM 4 - CONTROLS AND PROCEDURES		24

PART II - OTHER INFORMATION		25

ITEM 1 - LEGAL PROCEEDINGS		25

ITEM 1A - RISK FACTORS		25

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		25

ITEM 6 - EXHIBITS		26

SIGNATURE PAGES		27



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	September 30, 2017			December 31, 2016
	(Unaudited)			(Note)
Assets
Current assets:
Cash and cash equivalents	$	37,287		$	146,598
Accounts receivable, net	219,631			197,274
Amounts receivable from suppliers	79,491			82,105
Inventory	2,987,592			2,778,976
Other current assets	34,480			53,022
Total current assets	3,358,481			3,257,975

Property and equipment, at cost	5,114,804			4,832,342
Less: accumulated depreciation and amortization	1,822,123			1,708,911
Net property and equipment	3,292,681			3,123,431

Goodwill	787,210			785,399
Other assets, net	40,956			37,384
Total assets	$	7,479,328		$	7,204,189

Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	3,154,250		$	2,936,656
Self-insurance reserves	72,223			67,921
Accrued payroll	80,953			71,717
Accrued benefits and withholdings	65,574			74,454
Income taxes payable	6,175			—
Other current liabilities	249,325			249,901
Total current liabilities	3,628,500			3,400,649

Long-term debt	2,900,816			1,887,019
Deferred income taxes	131,847			90,166
Other liabilities	203,986			199,219

Shareholders’ equity:
Common stock, $0.01 par value:
Authorized shares – 245,000,000
Issued and outstanding shares –
85,338,294 as of September 30, 2017, and
92,851,815 as of December 31, 2016	853			929
Additional paid-in capital	1,267,810			1,336,707
Retained (deficit) earnings	(654,484		)	289,500
Total shareholders’ equity	614,179			1,627,136

Total liabilities and shareholders’ equity	$	7,479,328		$	7,204,189



	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2017			2016			2017			2016
Sales	$	2,339,830		$	2,220,955		$	6,786,918		$	6,493,794
Cost of goods sold, including warehouse and distribution expenses	1,109,536			1,050,929			3,225,415			3,099,010
Gross profit	1,230,294			1,170,026			3,561,503			3,394,784

Selling, general and administrative expenses	768,331			722,217			2,238,938			2,103,288
Operating income	461,963			447,809			1,322,565			1,291,496

Other income (expense):
Interest expense	(24,324		)	(18,706		)	(64,555		)	(52,228		)
Interest income	592			1,227			1,768			3,172
Other, net	1,299			1,563			1,302			3,821
Total other expense	(22,433		)	(15,916		)	(61,485		)	(45,235		)

Income before income taxes	439,530			431,893			1,261,080			1,246,261
Provision for income taxes	155,796			153,400			429,591			454,600
Net income	$	283,734		$	278,493		$	831,489		$	791,661

Earnings per share-basic:
Earnings per share	$	3.26		$	2.93		$	9.28		$	8.25
Weighted-average common shares outstanding – basic	86,947			94,891			89,641			95,994

Earnings per share-assuming dilution:
Earnings per share	$	3.22		$	2.90		$	9.15		$	8.14
Weighted-average common shares outstanding – assuming dilution	88,025			96,120			90,869			97,309



	September 30, 2017
	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Marketable securities	$	24,528	$	—	$	—	$	24,528



	September 30, 2017		December 31, 2016
Revolving Credit Facility, weighted-average variable interest rate of 2.283%	$	269,000	$	—
$500 million, 4.875% Senior Notes due 2021⁽¹⁾, effective interest rate of 4.957%	497,363		496,758
$300 million, 4.625% Senior Notes due 2021⁽²⁾, effective interest rate of 4.646%	298,891		298,679
$300 million, 3.800% Senior Notes due 2022⁽³⁾, effective interest rate of 3.845%	298,126		297,868
$300 million, 3.850% Senior Notes due 2023⁽⁴⁾, effective interest rate of 3.851%	298,525		298,355
$500 million, 3.550% Senior Notes due 2026⁽⁵⁾, effective interest rate of 3.570%	495,682		495,359
$750 million, 3.600% Senior Notes due 2027⁽⁶⁾, effective interest rate of 3.619%	743,229		—
Long-term debt	$	2,900,816	$	1,887,019



Warranty liabilities, balance at December 31, 2016	$	36,623
Warranty claims	(60,173		)
Warranty accruals	65,450
Warranty liabilities, balance at September 30, 2017	$	41,900



	Shares		Weighted-Average Exercise Price
Outstanding at December 31, 2016	2,800		$	104.90
Granted	240		257.39
Exercised	(483	)	51.35
Forfeited	(26	)	207.45
Outstanding at September 30, 2017	2,531		$	128.50
Exercisable at September 30, 2017	1,705		$	75.65



	Increase in Sales for the Three Months Ended September 30, 2017, Compared to the Same Period in 2016			Increase in Sales for the Nine Months Ended September 30, 2017, Compared to the Same Period in 2016
Store sales:
Comparable store sales, including sales from the 48 acquired Bond stores	$	57		$	144
Non-comparable store sales:
Sales for stores opened throughout 2016, excluding stores open at least one year that are included in comparable store sales	29			117
Sales for stores opened throughout 2017	35			63
Sales from Leap Day in 2016	—			(25		)
Sales in 2016 for stores that have closed	(1		)	(4		)
Non-store sales:
Includes sales of machinery and sales to independent parts stores and Team Members	(1		)	(2		)
Total increase in sales	$	119		$	293



	For the Nine Months Ended September 30,
Liquidity:	2017			2016
Total cash provided by/(used in):
Operating activities ⁽¹⁾	$	1,087,419		$	1,214,259
Investing activities	(347,922		)	(352,698		)
Financing activities ⁽¹⁾	(848,808		)	(417,542		)
Net (decrease) increase in cash and cash equivalents	$	(109,311	)	$	444,019

Capital expenditures	$	347,756		$	356,234
Free cash flow ⁽²⁾	$	704,381		$	811,991

Missouri	000-21318	27-4358837



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Programs ⁽¹⁾
July 1, 2017, through July 31, 2017	—	$	—	—	$	545,288
August 1, 2017, through August 31, 2017	1,999	200.82		1,999	143,757
September 1, 2017, through September 30, 2017	744	200.38		744	$	994,758
Total as of September 30, 2017	2,743	$	200.70	2,743