Long-term Debt and Fair Value of Financial Instruments (Details) - USD ($) | | 4 Months Ended | | | | | |
Feb. 27, 2023 | Apr. 22, 2023 | Mar. 09, 2023 | Dec. 31, 2022 | Mar. 04, 2022 | Sep. 29, 2020 | Apr. 16, 2020 |
Debt Instrument [Line Items] | | | | | | | |
Basis spread | 0.10% | | | | | | |
Fair value of long-term debt | | $ 1,784,176,000 | | $ 1,021,396,000 | | | |
Guarantor Obligations, Maximum Exposure | | 104,000,000 | | 96,900,000 | | | |
Guarantor Obligation, Collateral Amount | | 177,700,000 | | 174,600,000 | | | |
Long-term debt | | 1,784,596,000 | | 1,188,283,000 | | | |
Debt, Long-term and Short-term, Combined Amount | | 1,900,596,000 | | 1,373,283,000 | | | |
Long-term Debt, Current Maturities | | $ (116,000,000) | | (185,000,000) | | | |
Document Period End Date | | Apr. 22, 2023 | | | | | |
Revolving Credit Facility [Member] | | | | | | | |
Debt Instrument [Line Items] | | | | | | | |
Letters of Credit Outstanding, Amount | | $ 0 | | 0 | | | |
Debt, Long-term and Short-term, Combined Amount | | 116,000,000 | | 185,000,000 | | | |
Line of Credit Facility, Remaining Borrowing Capacity | | 1,100,000,000 | | 1,000,000,000 | | | |
Line of Credit Facility, Fair Value of Amount Outstanding | | $ 116,000,000 | | | | | |
1.75% senior unsecured notes (2027 Notes) | | | | | | | |
Debt Instrument [Line Items] | | | | | | | |
Debt Instrument, Interest Rate, Stated Percentage | | | | | | 1.75% | |
Debt Issuance, Percentage Of Principal | | | | | | 99.67% | |
Debt Issuance Costs, Gross | | | | | | $ 2,900,000 | |
Debt Instrument, Face Amount | | | | | | $ 350,000,000 | |
3.90% senior unsecured notes (2030 Notes) | | | | | | | |
Debt Instrument [Line Items] | | | | | | | |
Debt Instrument, Interest Rate, Stated Percentage | | | | | | | 3.90% |
Debt Issuance, Percentage Of Principal | | | | | | | 99.65% |
Debt Instrument, Face Amount | | | | | | | $ 500,000,000 |
3.50% senior unsecured notes (2032 Notes) | | | | | | | |
Debt Instrument [Line Items] | | | | | | | |
Debt Instrument, Interest Rate, Stated Percentage | | | | | 3.50% | | |
Debt Issuance, Percentage Of Principal | | | | | 99.61% | | |
Debt Issuance Costs, Gross | | | | | $ 3,200,000 | | |
Debt Instrument, Face Amount | | | | | $ 350,000,000 | | |
5.90% senior unsecured notes (2026 Notes) | | | | | | | |
Debt Instrument [Line Items] | | | | | | | |
Debt Instrument, Interest Rate, Stated Percentage | | | 590% | | | | |
Debt Issuance, Percentage Of Principal | | | 9,994% | | | | |
Debt Issuance Costs, Gross | | | $ 1.6 | | | | |
Debt Instrument, Face Amount | | | $ 300 | | | | |
Long-term Debt and Fair Value of Financial Instruments | | Long-term Debt and Fair Value of Financial Instruments Long-term debt consists of the following: April 22, 2023 December 31, 2022 5.90% Senior Unsecured Notes due March 9, 2026 $ 297,941 $ — 1.75% Senior Unsecured Notes due October 1, 2027 347,122 346,947 5.95% Senior Unsecured Notes due March 9, 2028 297,882 — 3.90% Senior Unsecured Notes due April 15, 2030 495,743 495,562 3.50% Senior Unsecured Notes due March 15, 2032 345,908 345,774 Revolver credit facility 116,000 185,000 $ 1,900,596 $ 1,373,283 Less: Current portion of long-term debt (116,000) (185,000) Long-term debt, excluding the current portion $ 1,784,596 $ 1,188,283 Fair value of long-term debt $ 1,784,176 $ 1,021,396 Fair Value of Financial Assets and Liabilities The fair value of our senior unsecured notes was determined using Level 2 inputs based on quoted market prices. The carrying amounts of our Cash and cash equivalents, Receivables, net, Accounts payable and Accrued expenses approximate their fair values due to the relatively short-term nature of these instruments. Bank Debt On February 27, 2023, we entered into Amendment No. 1 (the “Amendment”) to the 2021 Credit Agreement. The Amendment extends the maturity date of the 2021 Credit Agreement by one year from November 9, 2026, to November 9, 2027. The Amendment also replaces an adjusted LIBOR benchmark rate with a term secured overnight financing rate benchmark rate, as adjusted by an increase of ten basis points, plus the applicable margin under 2021 Credit Agreement. The Amendment made no other material changes to the terms of the 2021 Credit Agreement. As of April 22, 2023, we had $116.0 million of outstanding borrowings, $1.1 billion of borrowing availability and no letters of credit outstanding under our unsecured revolving credit facility (the “Credit Agreement”). As of December 31, 2022, we had $185.0 million outstanding borrowings, $1.0 billion of borrowing availability and no letters of credit outstanding under our Credit Agreement. As of April 22, 2023 and December 31, 2022, we had $91.0 million and $90.2 million of bilateral letters of credit issued separately from the Credit Agreement, none of which were drawn upon. These bilateral letters of credit generally have a term of one year or less and primarily serve as collateral for our self-insurance policies. We were in compliance with financial covenants required by our debt arrangements as of April 22, 2023. Senior Unsecured Notes Our 3.90% senior unsecured notes due April 15, 2030 (the “Original Notes”) were issued April 16, 2020, at 99.65% of the principal amount of $500.0 million, and were not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Original Notes bear interest, payable semi-annually in arrears on April 15 and October 15, at a rate of 3.90% per year. On July 28, 2020, we completed an exchange offer whereby the Original Notes in the aggregate principal amount of $500.0 million were exchanged for a like principal amount (the “Exchange Notes” or “2030 Notes”), and which have been registered under the Securities Act. The Original Notes were substantially identical to the Exchange Notes, except the Exchange Notes are registered under the Securities Act and are not subject to the transfer restrictions and certain registration rights agreement provisions applicable to the Original Notes. Our 1.75% senior unsecured notes due October 1, 2027 (the “2027 Notes”) were issued September 29, 2020, at 99.67% of the principal amount of $350.0 million. The 2027 Notes bear interest, payable semi-annually in arrears on April 1 and October 1, at a rate of 1.75% per year. In connection with the 2027 Notes offering, we incurred $2.9 million of debt issuance costs. Our 3.50% senior unsecured notes due 2032 (the “2032 Notes”) were issued March 4, 2022, at 99.61% of the principal amount of $350.0 million. The 2032 Notes bear interest, payable semi-annually in arrears on March 15 and September 15, at a rate of 3.50% per year. In connection with the 2032 Notes offering, we incurred $3.2 million of debt issuance costs. Our 5.90% senior unsecured notes due March 9, 2026 (the “2026 Notes”) were issued March 9, 2023, at 99.94% of the principal amount of $300.0 million. The 2026 Notes bear interest, payable semi-annually in arrears on March 9 and September 9, at a rate of 5.90% per year. In connection with the 2026 Notes offering, we incurred $1.6 million of debt issuance costs. Our 5.95% senior unsecured notes due March 9, 2028 (the “2028 Notes”) were issued March 9, 2023, at 99.92% of the principal amount of $300.0 million. The 2028 Notes bear interest, payable semi-annually in arrears on March 9 and September 9, at a rate of 5.95% per year. In connection with the 2028 Notes offering, we incurred $1.7 million of debt issuance costs. We may redeem some or all of our 2026 Notes and 2028 Notes (the “Notes”) at any time, or from time to time, prior to March 9, 2026 in the case of our 2026 Notes, or February 9, 2028 in the case of our 2028 Notes, at the redemption price described in the related indenture for the Notes (the “Indenture”). In the event of a change of control triggering event, as defined in the Indenture, we will be required to offer the repurchase of the Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date. Currently, the Notes are fully and unconditionally guaranteed, jointly and severally, on an unsubordinated unsecured basis by guarantor and subsidiary guarantees, as defined by the Indenture. Debt Guarantees We are a guarantor of loans made by banks to various independently owned Carquest-branded stores that are customers of ours. These loans totaled $104.0 million and $96.9 million as of April 22, 2023 and December 31, 2022 and are collateralized by security agreements on merchandise inventory and other assets of the borrowers. The approximate value of the inventory collateralized by these agreements was $177.7 million and $174.6 million as of April 22, 2023 and December 31, 2022. We believe that the likelihood of performance under these guarantees is remote. | | | | | |
5.95% senior unsecured notes (2028 Notes) | | | | | | | |
Debt Instrument [Line Items] | | | | | | | |
Debt Instrument, Interest Rate, Stated Percentage | | | 595% | | | | |
Debt Issuance, Percentage Of Principal | | | 9,992% | | | | |
Debt Issuance Costs, Gross | | | $ 1.7 | | | | |
Debt Instrument, Face Amount | | | $ 300 | | | | |
Bilateral Letter of Credit Facility | | | | | | | |
Debt Instrument [Line Items] | | | | | | | |
Letters of Credit Outstanding, Amount | | $ 91,000,000 | | 90,200,000 | | | |
Senior Notes [Member] | | | | | | | |
Debt Instrument [Line Items] | | | | | | | |
Debt Instrument, Redemption Price, Percentage | | 101% | | | | | |
Senior Notes [Member] | 1.75% senior unsecured notes (2027 Notes) | | | | | | | |
Debt Instrument [Line Items] | | | | | | | |
Debt Instrument, Interest Rate, Stated Percentage | | 1.75% | | | | | |
Long-term debt | | $ 347,122,000 | | 346,947,000 | | | |
Senior Notes [Member] | 3.90% senior unsecured notes (2030 Notes) | | | | | | | |
Debt Instrument [Line Items] | | | | | | | |
Debt Instrument, Interest Rate, Stated Percentage | | 3.90% | | | | | |
Long-term debt | | $ 495,743,000 | | 495,562,000 | | | |
Senior Notes [Member] | 3.50% senior unsecured notes (2032 Notes) | | | | | | | |
Debt Instrument [Line Items] | | | | | | | |
Debt Instrument, Interest Rate, Stated Percentage | | 3.50% | | | | | |
Long-term debt | | $ 345,908,000 | | $ 345,774,000 | | | |
Senior Notes [Member] | 5.90% senior unsecured notes (2026 Notes) | | | | | | | |
Debt Instrument [Line Items] | | | | | | | |
Debt Instrument, Interest Rate, Stated Percentage | | 5.90% | | | | | |
Long-term debt | | $ 297,941,000 | | | | | |
Senior Notes [Member] | 5.95% senior unsecured notes (2028 Notes) | | | | | | | |
Debt Instrument [Line Items] | | | | | | | |
Debt Instrument, Interest Rate, Stated Percentage | | 5.95% | | | | | |
Long-term debt | | $ 297,882,000 | | | | | |