Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 30, 2023 | |
Document and Entity Information | ||
Document type | 10-Q | |
Document quarterly report | true | |
Document transition report | false | |
Amendment flag | false | |
Current fiscal year end date | --12-31 | |
Document period end date | Sep. 30, 2023 | |
Document fiscal year focus | 2023 | |
Document fiscal period focus | Q3 | |
Entity registrant name | O Reilly Automotive Inc | |
Entity central index key | 0000898173 | |
Entity incorporation, state | MO | |
Entity file number | 000-21318 | |
Entity tax identification number | 27-4358837 | |
Entity address, address | 233 South Patterson Avenue | |
Entity address, city | Springfield | |
Entity address, postal zip code | 65802 | |
Entity address, state | MO | |
City area code | 417 | |
Local phone number | 862-6708 | |
Title of 12(b) security | Common Stock, | |
Trading symbol | ORLY | |
Security exchange name | NASDAQ | |
Entity current reporting status | Yes | |
Entity filer category | Large Accelerated Filer | |
Entity small business | false | |
Entity emerging growth company | false | |
Entity interactive data current | Yes | |
Entity shell company | false | |
Entity common stock, shares outstanding | 59,162,175 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | [1] |
Assets | |||
Cash and cash equivalents | $ 82,664 | $ 108,583 | |
Accounts receivable, net | 399,654 | 343,155 | |
Amounts receivable from suppliers | 156,727 | 127,019 | |
Inventory | 4,631,511 | 4,359,126 | |
Other current assets | 107,156 | 110,376 | |
Total current assets | 5,377,712 | 5,048,259 | |
Property and equipment, at cost | 8,136,342 | 7,438,065 | |
Less: accumulated depreciation and amortization | 3,248,165 | 3,014,024 | |
Net property and equipment | 4,888,177 | 4,424,041 | |
Operating lease, right-of-use assets | 2,213,884 | 2,112,267 | |
Goodwill | 895,399 | 884,445 | |
Other assets, net | 176,666 | 158,967 | |
Total assets | 13,551,838 | 12,627,979 | |
Liabilities and shareholders' deficit | |||
Accounts payable | 6,199,816 | 5,881,157 | |
Self-insurance reserves | 128,892 | 138,926 | |
Accrued payroll | 124,040 | 126,888 | |
Accrued benefits and withholdings | 170,550 | 166,433 | |
Income taxes payable | 325,693 | 0 | |
Current portion of operating lease liabilities | 385,942 | 366,721 | |
Other current liabilities | 496,149 | 383,692 | |
Total current liabilities | 7,831,082 | 7,063,817 | |
Long-term debt | 5,102,350 | 4,371,653 | |
Operating lease liabilities, less current portion | 1,895,991 | 1,806,656 | |
Deferred income taxes | 282,894 | 245,347 | |
Other liabilities | 199,990 | 201,258 | |
Shareholders' (equity) deficit: | |||
Common stock, $0.01 par value: Authorized shares - 245,000,000 Issued and outstanding shares -59,621,138 as of September 30, 2023, and 62,353,221 as of December 31, 2022 | 596 | 624 | |
Additional paid-in capital | 1,341,163 | 1,311,488 | |
Retained deficit | (3,132,517) | (2,375,860) | |
Accumulated other comprehensive income | 30,289 | 2,996 | |
Total shareholders' deficit | (1,760,469) | (1,060,752) | |
Total liabilities and shareholders' deficit | $ 13,551,838 | $ 12,627,979 | |
[1]The balance sheet at December 31, 2022, 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. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Balance Sheets | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 245,000,000 | 245,000,000 |
Common stock, shares issued | 59,621,138 | 62,353,221 |
Common stock, shares outstanding | 59,621,138 | 62,353,221 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Condensed Consolidated Statements of Income | ||||
Sales | $ 4,203,380 | $ 3,798,619 | $ 11,980,235 | $ 10,765,367 |
Cost of goods sold, including warehouse and distribution expenses | 2,042,917 | 1,863,657 | 5,842,861 | 5,237,615 |
Gross profit | 2,160,463 | 1,934,962 | 6,137,374 | 5,527,752 |
Selling, general and administrative expenses | 1,263,241 | 1,130,768 | 3,669,734 | 3,255,478 |
Operating income | 897,222 | 804,194 | 2,467,640 | 2,272,274 |
Other income (expense): | ||||
Interest expense | (51,361) | (43,164) | (145,520) | (115,389) |
Interest income | 1,292 | 1,435 | 2,920 | 2,627 |
Other, net | (486) | (616) | 8,179 | (7,104) |
Total other expense | (50,555) | (42,345) | (134,421) | (119,866) |
Income before income taxes | 846,667 | 761,849 | 2,333,219 | 2,152,408 |
Provision for income taxes | 196,840 | 176,411 | 539,142 | 508,330 |
Net income | $ 649,827 | $ 585,438 | $ 1,794,077 | $ 1,644,078 |
Earnings per share-basic: | ||||
Earnings per share | $ 10.82 | $ 9.25 | $ 29.46 | $ 25.30 |
Weighted-average common shares outstanding - basic | 60,082 | 63,288 | 60,905 | 64,979 |
Earnings per share-assuming dilution: | ||||
Earnings per share | $ 10.72 | $ 9.17 | $ 29.20 | $ 25.08 |
Weighted-average common shares outstanding - assuming dilution | 60,590 | 63,860 | 61,445 | 65,566 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Condensed Consolidated Statements of Comprehensive Income | ||||
Net Income (Loss) | $ 649,827 | $ 585,438 | $ 1,794,077 | $ 1,644,078 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (5,782) | (372) | 27,293 | 2,816 |
Total other comprehensive income (loss) | (5,782) | (372) | 27,293 | 2,816 |
Comprehensive income | $ 644,045 | $ 585,066 | $ 1,821,370 | $ 1,646,894 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common stock [Member] | Additional paid-in capital [Member] | Retained earnings (deficit) [Member] | Accumulated other comprehensive income (loss) [Member] | Total | |
Balance at beginning of period at Dec. 31, 2021 | $ 670 | $ 1,305,508 | $ (1,365,802) | $ (6,799) | $ (66,423) | |
Balance (in shares) at Dec. 31, 2021 | 67,029,000 | |||||
Net Income (Loss) | 1,644,078 | 1,644,078 | ||||
Other comprehensive income (loss) | 2,816 | 2,816 | ||||
Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes | 15,272 | 15,272 | ||||
Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes, shares | 26,000 | |||||
Net issuance of common stock upon exercise of stock options | $ 2 | 42,786 | 42,788 | |||
Net issuance of common stock upon exercise of stock options, shares | 169,000 | |||||
Share-based compensation | 17,563 | 17,563 | ||||
Share repurchases, including fees | $ (44) | (88,404) | (2,773,109) | $ (2,861,557) | ||
Share repurchases, including fees, shares | (4,425,000) | (4,425,000) | ||||
Balance at end of period at Sep. 30, 2022 | $ 628 | 1,292,725 | (2,494,833) | (3,983) | $ (1,205,463) | |
Balance (in shares) at Sep. 30, 2022 | 62,799,000 | |||||
Balance at beginning of period at Jun. 30, 2022 | $ 638 | 1,286,651 | (2,391,108) | (3,611) | (1,107,430) | |
Balance (in shares) at Jun. 30, 2022 | 63,753,000 | |||||
Net Income (Loss) | 585,438 | 585,438 | ||||
Other comprehensive income (loss) | (372) | (372) | ||||
Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes | 4,698 | 4,698 | ||||
Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes, shares | 7,000 | |||||
Net issuance of common stock upon exercise of stock options | $ 1 | 16,765 | 16,766 | |||
Net issuance of common stock upon exercise of stock options, shares | 78,000 | |||||
Share-based compensation | 5,752 | 5,752 | ||||
Share repurchases, including fees | $ (11) | (21,141) | (689,163) | $ (710,315) | ||
Share repurchases, including fees, shares | (1,039,000) | (1,039,000) | ||||
Balance at end of period at Sep. 30, 2022 | $ 628 | 1,292,725 | (2,494,833) | (3,983) | $ (1,205,463) | |
Balance (in shares) at Sep. 30, 2022 | 62,799,000 | |||||
Balance at beginning of period at Dec. 31, 2022 | $ 624 | 1,311,488 | (2,375,860) | 2,996 | $ (1,060,752) | [1] |
Balance (in shares) at Dec. 31, 2022 | 62,353,000 | 62,353,221 | ||||
Net Income (Loss) | 1,794,077 | $ 1,794,077 | ||||
Other comprehensive income (loss) | 27,293 | 27,293 | ||||
Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes | 16,649 | 16,649 | ||||
Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes, shares | 22,000 | |||||
Net issuance of common stock upon exercise of stock options | $ 2 | 56,483 | 56,485 | |||
Net issuance of common stock upon exercise of stock options, shares | 207,000 | |||||
Share-based compensation | 20,555 | 20,555 | ||||
Share repurchases, including fees | $ (30) | (64,012) | (2,526,938) | $ (2,590,980) | ||
Share repurchases, including fees, shares | (2,961,000) | (2,961,000) | ||||
Excise tax on share repurchases | (23,796) | $ (23,796) | ||||
Balance at end of period at Sep. 30, 2023 | $ 596 | 1,341,163 | (3,132,517) | 30,289 | $ (1,760,469) | |
Balance (in shares) at Sep. 30, 2023 | 59,621,000 | 59,621,138 | ||||
Balance at beginning of period at Jun. 30, 2023 | $ 604 | 1,330,270 | (2,994,418) | 36,071 | $ (1,627,473) | |
Balance (in shares) at Jun. 30, 2023 | 60,402,000 | |||||
Net Income (Loss) | 649,827 | 649,827 | ||||
Other comprehensive income (loss) | (5,782) | (5,782) | ||||
Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes | 5,239 | 5,239 | ||||
Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes, shares | 7,000 | |||||
Net issuance of common stock upon exercise of stock options | $ 1 | 17,685 | 17,686 | |||
Net issuance of common stock upon exercise of stock options, shares | 64,000 | |||||
Share-based compensation | 6,900 | 6,900 | ||||
Share repurchases, including fees | $ (9) | (18,931) | (780,589) | $ (799,529) | ||
Share repurchases, including fees, shares | (852,000) | (852,000) | ||||
Excise tax on share repurchases | (7,337) | $ (7,337) | ||||
Balance at end of period at Sep. 30, 2023 | $ 596 | $ 1,341,163 | $ (3,132,517) | $ 30,289 | $ (1,760,469) | |
Balance (in shares) at Sep. 30, 2023 | 59,621,000 | 59,621,138 | ||||
[1]The balance sheet at December 31, 2022, 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. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities: | ||
Net Income (Loss) | $ 1,794,077 | $ 1,644,078 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of property, equipment and intangibles | 296,583 | 258,048 |
Amortization of debt discount and issuance costs | 3,597 | 3,490 |
Deferred income taxes | 35,982 | 42,673 |
Share-based compensation programs | 21,948 | 18,913 |
Other | 3,574 | 716 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (58,658) | (69,965) |
Inventory | (263,896) | (450,991) |
Accounts payable | 315,910 | 878,501 |
Income taxes payable | 353,366 | 73,853 |
Other | 15,172 | (46,296) |
Net cash provided by operating activities | 2,517,655 | 2,353,020 |
Investing activities: | ||
Purchases of property and equipment | (753,958) | (388,820) |
Proceeds from sale of property and equipment | 10,461 | 10,829 |
Investment in tax credit equity investments | (4,150) | (5,262) |
Other | (2,126) | (448) |
Net cash used in investing activities | (749,773) | (383,701) |
Financing activities: | ||
Proceeds from borrowings on revolving credit facility | 3,227,000 | 785,800 |
Payments on revolving credit facility | (3,227,000) | (785,800) |
Net proceeds from commercial paper | 1,025,075 | 0 |
Proceeds from the issuance of long-term debt | 0 | 847,314 |
Principal payments on long-term debt | (300,000) | (300,000) |
Payment of debt issuance costs | (39) | (6,442) |
Repurchases of common stock | (2,590,980) | (2,861,557) |
Net proceeds from issuance of common stock | 71,604 | 56,575 |
Other | (354) | (350) |
Net cash used in financing activities | (1,794,694) | (2,264,460) |
Effect of exchange rate changes on cash | 893 | 88 |
Net decrease in cash and cash equivalents | (25,919) | (295,053) |
Cash and cash equivalents at beginning of the period | 108,583 | 362,113 |
Cash and cash equivalents at end of the period | 82,664 | 67,060 |
Supplemental disclosures of cash flow information: | ||
Income taxes paid | 147,128 | 392,490 |
Interest paid, net of capitalized interest | $ 127,085 | $ 99,674 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation | |
Basis of presentation | 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, 2023, are not necessarily indicative of the results that may be expected for the year ended December 31, 2023. 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, 2022. 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
VARIABLE INTEREST ENTITIES | 9 Months Ended |
Sep. 30, 2023 | |
Variable Interest Entities | |
Variable interest entities | NOTE 2 – 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 method, realized investment tax credits and other tax benefits are recognized as a reduction of the renewable energy tax credits. The Company has determined its investment in these tax credit funds were investments in variable interest entities (“VIEs”). 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 VIEs’ economic performance including, but not limited to, the ability to direct financing, leasing, construction, and other operating decisions and activities. As of September 30, 2023, the Company had invested in six 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 therefore accounted for these investments using the equity method. The Company’s maximum exposure to losses associated with these VIEs is generally limited to its net investment, which was $37.1 million as of September 30, 2023, and was included in “Other assets, net” on the accompanying Condensed Consolidated Balance Sheets. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements | |
Fair value measurements | NOTE 3 – 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. 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 obligations under the Company’s nonqualified deferred compensation plan. See Note 11 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, 2023, and December 31, 2022. The Company recorded a decrease in fair value related to its marketable securities in the amount of $1.4 million and $2.0 million for the three months ended September 30, 2023 and 2022, 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 amount of $3.6 million and a decrease in fair value related to its marketable securities in the amount of $11.2 million for the nine months ended September 30, 2023 and 2022, 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, 2023, and December 31, 2022 (in thousands): September 30, 2023 Quoted Priced in Active Markets Significant Other Significant for Identical Instruments Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Marketable securities $ 54,631 $ — $ — $ 54,631 December 31, 2022 Quoted Prices in Active Markets Significant Other Significant for Identical Instruments Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Marketable securities $ 49,371 $ — $ — $ 49,371 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, 2023, and December 31, 2022, 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, unsecured revolving credit facility borrowings, and commercial paper program borrowings are included in “Long-term debt” on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2023, and December 31, 2022. 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, 2023, and December 31, 2022, was determined by reference to quoted market prices of the same or similar instruments (Level 2) (in thousands): September 30, 2023 December 31, 2022 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Senior Notes $ 4,074,674 $ 3,731,165 $ 4,371,653 $ 4,119,777 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 carrying amount of the Company’s commercial paper program approximates fair value (Level 2), as borrowings under the program bear interest at market rates prevailing at the time of issuance. See Note 6 for further information concerning the Company’s senior notes, unsecured revolving credit facility, and commercial paper program. 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. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | 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 and nine months ended September 30, 2023 and 2022, 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 For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Operating lease cost $ 100,559 $ 92,677 $ 296,624 $ 273,475 Short-term operating lease cost 1,708 2,594 7,213 7,710 Variable operating lease cost 25,696 23,547 75,257 70,650 Sublease income (1,143) (1,553) (3,632) (3,975) Total lease cost $ 126,820 $ 117,265 $ 375,462 $ 347,860 The following table summarizes other lease-related information for the nine months ended September 30, 2023 and 2022: For the Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 291,033 $ 272,620 Right-of-use assets obtained in exchange for new operating lease liabilities 324,893 341,272 |
SUPPLIER FINANCE PROGRAMS
SUPPLIER FINANCE PROGRAMS | 9 Months Ended |
Sep. 30, 2023 | |
Supplier Finance Programs | |
Supplier Finance Programs | NOTE 5 – SUPPLIER FINANCE PROGRAMS The Company has established and maintains supplier finance programs with certain third-party financial institutions, which allow participating merchandise suppliers to voluntarily elect to assign the Company’s payment obligations due to these merchandise suppliers to one of the designated third-party institutions. Under these supplier finance programs, the Company has agreed to pay the third-party financial institutions the stated amount of confirmed merchandise supplier invoices on the original maturity dates of the invoices, which are generally for a term of one year. The Company does not have any assets pledged as security or other forms of guarantees for the committed payment to the third-party financial institutions. As of September 30, 2023, and December 31, 2022, the Company had obligations outstanding under these programs for invoices that were confirmed as valid to the third-party financial institutions in the amounts of $4.4 billion and $4.2 billion, respectively, which were included as a component of “Accounts payable” on the accompanying Condensed Consolidated Balance Sheets. |
FINANCING
FINANCING | 9 Months Ended |
Sep. 30, 2023 | |
Financing | |
Financing | NOTE 6 – FINANCING The following table identifies the amounts included in “Long-term debt” on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2023, and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Commercial paper program, weighted-average variable interest rate of 5.578% 1,030,000 — 3.850% Senior Notes due 2023, effective interest rate of 3.851% — 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 4.700% Senior Notes due 2032, effective interest rate of 4.740% 850,000 850,000 Total principal amount of debt 5,130,000 4,400,000 Less: Unamortized discount and debt issuance costs 27,650 28,347 Total long-term debt $ 5,102,350 $ 4,371,653 Unsecured revolving credit facility: The Company is party to a credit agreement dated June 15, 2021, as amended as of March 6, 2023 (the “Credit Agreement”). The Credit Agreement provides for a five-year $1.8 billion unsecured revolving credit facility (the “Revolving Credit Facility”) arranged by JPMorgan Chase Bank, N.A., which is scheduled to mature in June of 2026. 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 $900 million, provided that the aggregate amount of the commitments does not exceed $2.7 billion at any time. On March 6, 2023, the Company entered into the First Amendment (the “Amendment”) to the credit agreement to convert the LIBOR based pricing to Secured Overnight Financing Rate (“SOFR”) based pricing. The Amendment replaces an Adjusted LIBO Rate with an Adjusted Term SOFR Rate, comprised of the Term SOFR Rate plus 0.100%. The Amendment made no other material changes to the terms of the credit agreement. As of September 30, 2023, and December 31, 2022, the Company had outstanding letters of credit, primarily to support obligations related to workers’ compensation, general liability, and other insurance policies, under the Credit Agreement in the amounts of $4.9 million and $5.1 million, respectively, reducing the aggregate availability under the Credit Agreement by those amounts. Substantially all of these outstanding letters of credit have a one-year term from the date of issuance. As of September 30, 2023, and December 31, 2022, the Company had no 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 Term SOFR 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, 2023, based upon the Company’s current credit ratings, its margin for Alternate Base Rate loans was 0.000%, its margin for Term Benchmark 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, 2023, the Company remained in compliance with all covenants under the Credit Agreement. In addition to the letters of credit issued under the Credit Agreement described above, as of September 30, 2023, and December 31, 2022, respectively, the Company had additional outstanding letters of credit, primarily to support obligations under workers’ compensation, general liability, and other insurance policies, in the amount of $106.8 million and $96.6 million. Substantially all of these letters of credit have a one-year term from the date of issuance and were not issued under the Company’s Credit Agreement or another committed facility. Commercial paper program: On August 9, 2023, the Company established a commercial paper program (the “Program”) pursuant to which it may issue short-term, unsecured commercial paper notes (the “Notes”) under the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Amounts available under the Program may be borrowed, repaid, and re-borrowed from time to time, with the aggregate face or principal amount of the Notes outstanding under the Program at any time not to exceed $1.8 billion. The Notes will have maturities of up to 397 days from the date of issue. The Notes rank at least pari passu with all of the Company’s other unsecured and unsubordinated indebtedness. The Company plans to use its Revolving Credit Facility as a liquidity backstop for the repayment of Notes outstanding under the Program. The Notes issued under the Program were included in “Long-term debt” on the accompanying Condensed Consolidated Balance Sheet as of September 30, 2023, as the Company has the ability and intent to refinance these Notes on a long-term basis. Senior notes: On June 15, 2023, the Company’s $300 million aggregate principal amount of unsecured 3.850% Senior Notes due 2023 matured, and the Company repaid these notes using borrowings under our Revolving Credit Facility. As of September 30, 2023, the Company has issued and outstanding a cumulative $4.1 billion aggregate principal amount of unsecured senior notes, which are due between 2026 and 2032, with UMB Bank, N.A. and U.S. Bank Trust Company, National Association as trustees. Interest on the senior notes, ranging from 1.750% to 4.700%, is payable semi-annually and is computed on the basis of a 360-day year. 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, 2023. |
WARRANTIES
WARRANTIES | 9 Months Ended |
Sep. 30, 2023 | |
Warranties | |
Warranties | NOTE 7 – 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, 2023, and December 31, 2022; the following table identifies the changes in the Company’s aggregate product warranty liabilities for the nine months ended September 30, 2023 (in thousands): Warranty liabilities, balance at December 31, 2022 $ 98,564 Warranty claims (135,309) Warranty accruals 151,460 Foreign currency translation 60 Warranty liabilities, balance at September 30, 2023 $ 114,775 |
SHARE REPURCHASE PROGRAM
SHARE REPURCHASE PROGRAM | 9 Months Ended |
Sep. 30, 2023 | |
Share Repurchase Program | |
Share repurchase program | NOTE 8 – 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 November 15, 2022, and May 23, 2023, the Company’s Board of Directors approved a resolution to increase the authorization amount under the share repurchase program by an additional $1.5 billion and $2.0 billion, respectively, resulting in a cumulative authorization amount of $23.8 billion. The additional authorizations are effective for 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 and nine months ended September 30, 2023 and 2022 (in thousands, except per share data): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Shares repurchased 852 1,039 2,961 4,425 Average price per share $ 938.11 $ 683.09 $ 874.99 $ 646.61 Total investment $ 799,520 $ 710,304 $ 2,590,950 $ 2,861,513 As of September 30, 2023, the Company had $1.1 billion remaining under its share repurchase authorization. Excise tax on shares repurchased, assessed at one percent of the fair market value of net shares repurchased, was $23.8 million for the nine months ended September 30, 2023. Subsequent to the end of the third quarter and through November 8, 2023, the Company repurchased 0.5 million additional shares of its common stock under its share repurchase program, at an average price of $911.88, for a total investment of $444.4 million. The Company has repurchased a total of 94.0 million shares of its common stock under its share repurchase program since the inception of the program in January of 2011 and through November 8, 2023, at an average price of $245.43, for a total aggregate investment of $23.1 billion. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 9 Months Ended |
Sep. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss) | |
Accumulated Other Comprehensive Income (Loss) | NOTE 9 – 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 and nine months ended September 30, 2023 and 2022 (in thousands): Foreign Total Accumulated Other Currency (1) Comprehensive Income Accumulated other comprehensive income, balance at June 30, 2023 $ 36,071 $ 36,071 Change in accumulated other comprehensive loss (5,782) (5,782) Accumulated other comprehensive income, balance at September 30, 2023 $ 30,289 $ 30,289 Foreign Total Accumulated Other Currency (1) Comprehensive Income Accumulated other comprehensive income, balance at December 31, 2022 $ 2,996 $ 2,996 Change in accumulated other comprehensive income 27,293 27,293 Accumulated other comprehensive income, balance at September 30, 2023 $ 30,289 $ 30,289 Foreign Total Accumulated Other Currency (1) Comprehensive Loss Accumulated other comprehensive loss, balance at June 30, 2022 $ (3,611) $ (3,611) Change in accumulated other comprehensive loss (372) (372) Accumulated other comprehensive loss, balance at September 30, 2022 $ (3,983) $ (3,983) Foreign Total Accumulated Other Currency (1) Comprehensive Loss Accumulated other comprehensive loss, balance at December 31, 2021 $ (6,799) $ (6,799) Change in accumulated other comprehensive income 2,816 2,816 Accumulated other comprehensive loss, balance at September 30, 2022 $ (3,983) $ (3,983) (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. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2023 | |
Revenue | |
Revenue | NOTE 10 – REVENUE The table below identifies the Company’s revenues disaggregated by major customer type for the three and nine months ended September 30, 2023 and 2022 (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Sales to do-it-yourself customers $ 2,206,511 $ 2,086,201 $ 6,254,980 $ 5,914,238 Sales to professional service provider customers 1,914,884 1,630,571 5,480,212 4,601,111 Other sales and sales adjustments 81,985 81,847 245,043 250,018 Total sales $ 4,203,380 $ 3,798,619 $ 11,980,235 $ 10,765,367 See Note 7 for information concerning the expected costs associated with the Company’s assurance warranty obligations. |
SHARE-BASED COMPENSATION AND BE
SHARE-BASED COMPENSATION AND BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation and Benefit Plans | |
Share-based compensation and benefit plans | NOTE 11 – 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 incentive plans and stock issued through the Company’s employee stock purchase plan. Stock options: The Company’s incentive plans provide for the granting of stock options for the purchase of common stock of the Company to certain key employees of the Company. 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. Employee stock options granted under the plans expire after 10 years and typically vest 25% per year, over four years. The Company records compensation expense for the grant date fair value of the option awards evenly over the vesting period or minimum required service period. The table below identifies stock option activity under these plans during the nine months ended September 30, 2023 (in thousands, except per share data): Shares Weighted- Average (in thousands) Exercise Price Outstanding at December 31, 2022 1,069 $ 356.76 Granted 87 856.08 Exercised (207) 272.39 Forfeited or expired (12) 573.96 Outstanding at September 30, 2023 937 $ 419.41 Exercisable at September 30, 2023 669 $ 323.28 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. The table below identifies the weighted-average assumptions used for grants awarded during the nine months ended September 30, 2023 and 2022: September 30, 2023 2022 Risk free interest rate 3.92 % 2.00 % Expected life 6.3 Years 6.3 Years Expected volatility 29.0 % 28.8 % Expected dividend yield — % — % The following table summarizes activity related to stock options awarded by the Company for the three and nine months ended September 30, 2023 and 2022 (in thousands, except per share data): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Compensation expense for stock options awarded $ 5,977 $ 4,924 $ 17,892 $ 15,134 Income tax benefit from compensation expense related to stock options 1,476 1,222 4,417 3,756 The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2023, was $321.36, compared to $219.30 for the nine months ended September 30, 2022. The remaining unrecognized compensation expense related to unvested stock option awards at September 30, 2023, was $43.4 million, and the weighted-average period of time over which this cost will be recognized is 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”) permits eligible employees to purchase shares of the Company’s common stock at 85% of the fair market 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 after one-year or evenly over a three-year period and is held in escrow until such vesting has occurred. The fair value of shares awarded under the 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, 2023 and 2022 (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Compensation expense for shares issued under the ESPP $ 923 $ 828 $ 2,663 $ 2,429 Income tax benefit from compensation expense related to shares issued under the ESPP 228 205 657 603 Compensation expense for restricted shares awarded 477 459 1,393 1,350 Income tax benefit from compensation expense related to restricted awards $ 118 $ 114 $ 344 $ 335 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. 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. The Company may also make additional discretionary profit sharing contributions to the 401(k) 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 nine months ended September 30, 2023 or 2022. The Company expensed matching contributions under the 401(k) Plan in the amount of $13.4 million and $9.5 million for the three months ended September 30, 2023 and 2022, respectively, which were primarily 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 amount of $35.9 million and $27.3 million for the nine months ended September 30, 2023 and 2022, respectively, which were primarily included in “Selling, general and administrative expenses” 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 Company may make discretionary contributions to the Deferred Compensation Plan on an annual basis as determined by the Board of Directors. 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, if applicable, adjusted to reflect the performance, whether positive or negative, of selected investment measurement options chosen by each participant during the deferral period. See Note 3 for further information concerning the Company’s marketable securities held to fulfill our future unsecured obligations under this plan. The liability for compensation deferred under the Deferred Compensation Plan was $54.6 million and $49.4 million as of September 30, 2023, and December 31, 2022, respectively, which was included in “Other liabilities” on the accompanying Condensed Consolidated Balance Sheets. The Company did not make any discretionary contributions to the Deferred Compensation Plan during the nine months ended September 30, 2023 or 2022. The Company expensed matching contributions under the Deferred Compensation Plan in the amount of less than $0.1 million and $0.1 million for each of the three months ended September 30, 2023 and 2022, 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 less than $0.1 million and $0.2 million for the nine months ended September 30, 2023 and 2022, respectively, which were 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 September 30, 2023, and December 31, 2022, there were 13,079 and 13,159 stock appreciation rights outstanding, respectively. During the nine months ended September 30, 2023, there were 1,714 stock appreciation rights granted, 1,187 stock appreciation rights exercised, and 607 stock appreciation rights forfeited. The liability for compensation to be paid for redeemed stock appreciation rights was $3.8 million and $2.9 million as of September 30, 2023, and December 31, 2022, respectively, which were included in “Other liabilities” on the Condensed Consolidated Balance Sheets. The Company recorded compensation benefit for stock appreciation rights in the amount of $0.1 million and compensation expense for stock appreciation rights in the amount of $0.6 million for the three months ended September 30, 2023 and 2022, respectively, which were included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income. The Company recorded compensation expense for stock appreciation rights in the amount of $0.6 million and $0.4 million for the nine months ended September 30, 2023 and 2022, respectively, which were included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income. |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Commitments | |
Commitments | NOTE 12 – COMMITMENTS Renewable energy tax credits: The Company has entered into an agreement to purchase federal renewable energy tax credits (“RETC”). As of September 30, 2023, the Company has committed to purchase approximately $300 million RETCs upon the credit transfer date, which is anticipated to occur by September of 2024. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share | |
Earnings per share | NOTE 13 – 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, 2023 and 2022 (in thousands, except per share data): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Numerator (basic and diluted): Net income $ 649,827 $ 585,438 $ 1,794,077 $ 1,644,078 Denominator: Weighted-average common shares outstanding – basic 60,082 63,288 60,905 64,979 Effect of stock options (1) 508 572 540 587 Weighted-average common shares outstanding – assuming dilution 60,590 63,860 61,445 65,566 Earnings per share: Earnings per share-basic $ 10.82 $ 9.25 $ 29.46 $ 25.30 Earnings per share-assuming dilution $ 10.72 $ 9.17 $ 29.20 $ 25.08 Antidilutive potential common shares not included in the calculation of diluted earnings per share: Stock options (1) 83 139 98 145 Weighted-average exercise price per share of antidilutive stock options (1) $ 853.21 $ 660.74 $ 824.23 $ 658.74 (1) See Note 11 for further information concerning the terms of the Company’s share-based compensation plans. For the three and nine months ended September 30, 2023 and 2022, 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. See Note 8 for information concerning the Company’s subsequent share repurchases. |
LEGAL MATTERS
LEGAL MATTERS | 9 Months Ended |
Sep. 30, 2023 | |
Legal Matters | |
Legal matters | NOTE 14 – LEGAL MATTERS The Company is currently involved in litigation incidental to the ordinary conduct of the Company’s business. Based on existing facts and historical patterns, the Company accrues for litigation losses in instances where an adverse outcome is probable and the Company is able to reasonably estimate the probable loss in accordance with Accounting Standard Codification 450-20. The Company also accrues for an estimate of legal costs to be incurred for litigation matters. Although the Company cannot ascertain the amount of liability that it may incur from legal 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. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Recent Accounting Pronouncements | |
Recent accounting pronouncements | NOTE 15 – RECENT ACCOUNTING PRONOUNCEMENTS In September of 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) No. 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations” (“ASU 2022-04”). ASU 2022-04 enhances the transparency of supplier finance programs. Under ASU 2022-04, a buyer in a supplier finance program would be required to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU 2022-04 is effective for annual reporting periods beginning after December 15, 2022, including interim periods within that reporting period, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. ASU 2022-04 allows for early adoption and requires retrospective adoption, except on rollforward information, which should be applied prospectively. The Company adopted this guidance, using the retrospective adoption method, beginning with its first quarter ending March 31, 2023, with the exception, as stated in the guidance, of the rollforward information, which will be adopted prospectively, disclosure for which will be effective with the Company’s fiscal year beginning after December 15, 2023. The application of this new guidance did not have a material impact on the Company’s consolidated financial condition, results of operations or cash flows, as the guidance requires disclosure only. See Note 5 for further information concerning the Company’s supplier finance programs. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation. | |
Principles of consolidation, policy | 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 (Pol
VARIABLE INTEREST ENTITIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Variable Interest Entities | |
Variable interest entities, policy | 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 method, realized investment tax credits and other tax benefits are recognized as a reduction of the renewable energy tax credits. The Company has determined its investment in these tax credit funds were investments in variable interest entities (“VIEs”). 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 VIEs’ economic performance including, but not limited to, the ability to direct financing, leasing, construction, and other operating decisions and activities. As of September 30, 2023, the Company had invested in six 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 therefore accounted for these investments using the equity method. The Company’s maximum exposure to losses associated with these VIEs is generally limited to its net investment, which was $37.1 million as of September 30, 2023, and was included in “Other assets, net” on the accompanying Condensed Consolidated Balance Sheets. |
FAIR VALUE MEASUREMENTS (Polici
FAIR VALUE MEASUREMENTS (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements | |
Fair value of financial instruments | 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. |
WARRANTIES (Policies)
WARRANTIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Warranties | |
Warranties, policy | 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. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements | |
Valuation of marketable securities | 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, 2023, and December 31, 2022 (in thousands): September 30, 2023 Quoted Priced in Active Markets Significant Other Significant for Identical Instruments Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Marketable securities $ 54,631 $ — $ — $ 54,631 December 31, 2022 Quoted Prices in Active Markets Significant Other Significant for Identical Instruments Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Marketable securities $ 49,371 $ — $ — $ 49,371 |
Valuation of senior notes | September 30, 2023 December 31, 2022 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Senior Notes $ 4,074,674 $ 3,731,165 $ 4,371,653 $ 4,119,777 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Summary of total lease cost | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Operating lease cost $ 100,559 $ 92,677 $ 296,624 $ 273,475 Short-term operating lease cost 1,708 2,594 7,213 7,710 Variable operating lease cost 25,696 23,547 75,257 70,650 Sublease income (1,143) (1,553) (3,632) (3,975) Total lease cost $ 126,820 $ 117,265 $ 375,462 $ 347,860 |
Other lease related information | For the Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 291,033 $ 272,620 Right-of-use assets obtained in exchange for new operating lease liabilities 324,893 341,272 |
FINANCING (Tables)
FINANCING (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Financing | |
Outstanding financing facilities | September 30, 2023 December 31, 2022 Commercial paper program, weighted-average variable interest rate of 5.578% 1,030,000 — 3.850% Senior Notes due 2023, effective interest rate of 3.851% — 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 4.700% Senior Notes due 2032, effective interest rate of 4.740% 850,000 850,000 Total principal amount of debt 5,130,000 4,400,000 Less: Unamortized discount and debt issuance costs 27,650 28,347 Total long-term debt $ 5,102,350 $ 4,371,653 |
WARRANTIES (Tables)
WARRANTIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warranties | |
Changes in product warranty liabilities | Warranty liabilities, balance at December 31, 2022 $ 98,564 Warranty claims (135,309) Warranty accruals 151,460 Foreign currency translation 60 Warranty liabilities, balance at September 30, 2023 $ 114,775 |
SHARE REPURCHASE PROGRAM (Table
SHARE REPURCHASE PROGRAM (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share Repurchase Program | |
Schedule of shares repurchased | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Shares repurchased 852 1,039 2,961 4,425 Average price per share $ 938.11 $ 683.09 $ 874.99 $ 646.61 Total investment $ 799,520 $ 710,304 $ 2,590,950 $ 2,861,513 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss) | |
Summary of activity for changes in accumulated other comprehensive income (loss) | Foreign Total Accumulated Other Currency (1) Comprehensive Income Accumulated other comprehensive income, balance at June 30, 2023 $ 36,071 $ 36,071 Change in accumulated other comprehensive loss (5,782) (5,782) Accumulated other comprehensive income, balance at September 30, 2023 $ 30,289 $ 30,289 Foreign Total Accumulated Other Currency (1) Comprehensive Income Accumulated other comprehensive income, balance at December 31, 2022 $ 2,996 $ 2,996 Change in accumulated other comprehensive income 27,293 27,293 Accumulated other comprehensive income, balance at September 30, 2023 $ 30,289 $ 30,289 Foreign Total Accumulated Other Currency (1) Comprehensive Loss Accumulated other comprehensive loss, balance at June 30, 2022 $ (3,611) $ (3,611) Change in accumulated other comprehensive loss (372) (372) Accumulated other comprehensive loss, balance at September 30, 2022 $ (3,983) $ (3,983) Foreign Total Accumulated Other Currency (1) Comprehensive Loss Accumulated other comprehensive loss, balance at December 31, 2021 $ (6,799) $ (6,799) Change in accumulated other comprehensive income 2,816 2,816 Accumulated other comprehensive loss, balance at September 30, 2022 $ (3,983) $ (3,983) (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. |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue | |
Disaggregation of revenue | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Sales to do-it-yourself customers $ 2,206,511 $ 2,086,201 $ 6,254,980 $ 5,914,238 Sales to professional service provider customers 1,914,884 1,630,571 5,480,212 4,601,111 Other sales and sales adjustments 81,985 81,847 245,043 250,018 Total sales $ 4,203,380 $ 3,798,619 $ 11,980,235 $ 10,765,367 |
SHARE-BASED COMPENSATION AND _2
SHARE-BASED COMPENSATION AND BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Employee Stock Option [Member] | |
Share-Based Compensation and Benefit Plans | |
Summary of stock options | Shares Weighted- Average (in thousands) Exercise Price Outstanding at December 31, 2022 1,069 $ 356.76 Granted 87 856.08 Exercised (207) 272.39 Forfeited or expired (12) 573.96 Outstanding at September 30, 2023 937 $ 419.41 Exercisable at September 30, 2023 669 $ 323.28 |
Black-Scholes option pricing model | September 30, 2023 2022 Risk free interest rate 3.92 % 2.00 % Expected life 6.3 Years 6.3 Years Expected volatility 29.0 % 28.8 % Expected dividend yield — % — % |
Summary of activity of share-based compensation and benefit plans | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Compensation expense for stock options awarded $ 5,977 $ 4,924 $ 17,892 $ 15,134 Income tax benefit from compensation expense related to stock options 1,476 1,222 4,417 3,756 |
Restricted stock [Member] | |
Share-Based Compensation and Benefit Plans | |
Summary of activity of share-based compensation and benefit plans | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Compensation expense for shares issued under the ESPP $ 923 $ 828 $ 2,663 $ 2,429 Income tax benefit from compensation expense related to shares issued under the ESPP 228 205 657 603 Compensation expense for restricted shares awarded 477 459 1,393 1,350 Income tax benefit from compensation expense related to restricted awards $ 118 $ 114 $ 344 $ 335 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share | |
Computation of basic and diluted earnings per share | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Numerator (basic and diluted): Net income $ 649,827 $ 585,438 $ 1,794,077 $ 1,644,078 Denominator: Weighted-average common shares outstanding – basic 60,082 63,288 60,905 64,979 Effect of stock options (1) 508 572 540 587 Weighted-average common shares outstanding – assuming dilution 60,590 63,860 61,445 65,566 Earnings per share: Earnings per share-basic $ 10.82 $ 9.25 $ 29.46 $ 25.30 Earnings per share-assuming dilution $ 10.72 $ 9.17 $ 29.20 $ 25.08 Antidilutive potential common shares not included in the calculation of diluted earnings per share: Stock options (1) 83 139 98 145 Weighted-average exercise price per share of antidilutive stock options (1) $ 853.21 $ 660.74 $ 824.23 $ 658.74 (1) See Note 11 for further information concerning the terms of the Company’s share-based compensation plans. |
VARIABLE INTEREST ENTITIES (Nar
VARIABLE INTEREST ENTITIES (Narrative) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) entity | |
Basis of Presentation | |
Number of unconsolidated tax credit fund entities that were considered to be Variable Interest Entities | entity | 6 |
Equity method investment in VIEs, net | $ | $ 37.1 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value Measurements | |||||
Increase (decrease) in fair value of marketable securities | $ (1.4) | $ (2) | $ 3.6 | $ (11.2) | |
Non-financial assets and liabilities measured at fair value on a nonrecurring basis | $ 0 | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS (Fair V
FAIR VALUE MEASUREMENTS (Fair Value of Marketable Securities) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Measurements | ||
Estimated fair value of marketable securities | $ 54,631 | $ 49,371 |
Fair value, inputs, Level 1 [Member] | ||
Fair Value Measurements | ||
Estimated fair value of marketable securities | $ 54,631 | $ 49,371 |
FAIR VALUE MEASUREMENTS (Fair_2
FAIR VALUE MEASUREMENTS (Fair Value of Senior Notes) (Details) - Fair value, inputs, Level 2 [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Measurements | ||
Carrying amount of senior notes | $ 4,074,674 | $ 4,371,653 |
Estimated fair value of senior notes | $ 3,731,165 | $ 4,119,777 |
LEASES (Summary of Total Lease
LEASES (Summary of Total Lease Cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||||
Operating lease cost | $ 100,559 | $ 92,677 | $ 296,624 | $ 273,475 |
Short-term operating lease cost | 1,708 | 2,594 | 7,213 | 7,710 |
Variable operating lease cost | 25,696 | 23,547 | 75,257 | 70,650 |
Sublease income | (1,143) | (1,553) | (3,632) | (3,975) |
Total lease cost | $ 126,820 | $ 117,265 | $ 375,462 | $ 347,860 |
LEASES (Supplemental Cash Flow
LEASES (Supplemental Cash Flow Information) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||
Cash paid for amounts included in the measurement of operating lease liabilities, operating cash flows from operating leases | $ 291,033 | $ 272,620 |
Right-of-use asset obtained in exchange for new operating lease liability | $ 324,893 | $ 341,272 |
SUPPLIER FINANCE PROGRAMS (Deta
SUPPLIER FINANCE PROGRAMS (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Accounts payable, trade | $ 4,400,000 | $ 4,200,000 |
Supplier Finance Programs [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument term | 1 year | |
Assets pledged as security or other forms of guarantees | $ 0 |
FINANCING (Unsecured Revolving
FINANCING (Unsecured Revolving Credit Facility) (Narrative) (Details) - USD ($) $ in Millions | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Letter of credit [Member] | |||
Financing | |||
Letters of credit | $ 106.8 | $ 106.8 | $ 96.6 |
Line of credit facility [Member] | |||
Financing | |||
Unsecured revolving credit facility | $ 0 | $ 0 | 0 |
Line of credit facility covenant compliance | As of September 30, 2023, the Company remained in compliance with all covenants under the Credit Agreement. | ||
Line of credit facility [Member] | Unsecured debt [Member] | |||
Financing | |||
Credit agreement inception date | Jun. 15, 2021 | ||
Number of years in credit facility, term | 5 years | 5 years | |
Current maximum borrowing capacity under credit facility | $ 1,800 | $ 1,800 | |
Maximum aggregate increase to credit facility allowable | 900 | ||
Maximum aggregate capacity of credit facility allowable | 2,700 | ||
Letters of credit | $ 4.9 | $ 4.9 | $ 5.1 |
Line of credit facility fee percentage | 0.10% | ||
Line of credit facility [Member] | Unsecured debt [Member] | Minimum [Member] | |||
Financing | |||
Consolidated fixed charge coverage ratio | 2.50 | ||
Line of credit facility [Member] | Unsecured debt [Member] | Maximum [Member] | |||
Financing | |||
Consolidated fixed charge coverage ratio | 3.50 | ||
Line of credit facility [Member] | Unsecured debt [Member] | Spread over Alternate Base rate [Member] | |||
Financing | |||
Line of credit current interest rate | 0% | ||
Line of credit facility [Member] | Unsecured debt [Member] | Spread over Term Benchmark Revolving Loans rate [Member] | |||
Financing | |||
Line of credit current interest rate | 0.90% | ||
Line of credit facility [Member] | Unsecured debt [Member] | Spread over Secured Overnight Financing Rate [Member] | |||
Financing | |||
Line of credit current interest rate | 0.10% | ||
Line of credit facility [Member] | Unsecured debt [Member] | Letter of credit [Member] | |||
Financing | |||
Line of credit facility sublimit | $ 200 | ||
Line of credit facility [Member] | Unsecured debt [Member] | Swing line revolver [Member] | |||
Financing | |||
Line of credit facility sublimit | $ 75 |
FINANCING (Commercial Paper Pro
FINANCING (Commercial Paper Program) (Narrative) (Details) - Commercial Paper [Member] $ in Billions | Aug. 09, 2023 USD ($) |
Financing | |
Number of years in credit facility, term | 397 days |
Maximum [Member] | |
Financing | |
Current maximum borrowing capacity under credit facility | $ 1.8 |
FINANCING (Senior Notes) (Narra
FINANCING (Senior Notes) (Narrative) (Details) | 9 Months Ended | |||
Jun. 15, 2023 USD ($) | Sep. 30, 2023 USD ($) D entity | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Financing | ||||
Repayment of senior notes | $ 300,000,000 | $ 300,000,000 | ||
Senior notes [Member] | ||||
Financing | ||||
Face amount of senior notes | $ 4,100,000,000 | |||
Number of days in annual interest calculation period | D | 360 | |||
Number of guarantors under the senior notes | entity | 0 | |||
Debt instrument covenant compliance | Each of the senior notes is subject to certain customary covenants, with which the Company complied as of September 30, 2023. | |||
Commercial Paper [Member] | ||||
Financing | ||||
Face amount of senior notes | $ 1,030,000,000 | |||
Minimum [Member] | Senior notes [Member] | ||||
Financing | ||||
Interest rate of senior notes | 1.75% | |||
Maximum [Member] | Senior notes [Member] | ||||
Financing | ||||
Interest rate of senior notes | 4.70% | |||
3.850% Senior Notes due 2023 [Member] | Senior notes [Member] | ||||
Financing | ||||
Face amount of senior notes | $ 300,000,000 | |||
Interest rate of senior notes | 3.85% | 3.85% | ||
Repayment of senior notes | $ 300,000,000 |
FINANCING (Outstanding Financin
FINANCING (Outstanding Financing Facilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 15, 2023 | Dec. 31, 2022 | |
Financing | ||||
Total principal amount of debt | $ 5,130,000 | $ 4,400,000 | ||
Less: Unamortized discount and debt issuance costs | 27,650 | 28,347 | ||
Total long-term debt | 5,102,350 | 4,371,653 | [1] | |
Commercial Paper [Member] | ||||
Financing | ||||
Debt instrument, principal amount | $ 1,030,000 | |||
Commercial paper program, weighted-average variable interest rate | 5.578% | |||
Senior notes [Member] | ||||
Financing | ||||
Debt instrument, principal amount | $ 4,100,000 | |||
Senior notes [Member] | 3.850% Senior Notes due 2023 [Member] | ||||
Financing | ||||
Debt instrument, principal amount | $ 300,000 | |||
Interest rate of senior notes | 3.85% | 3.85% | ||
Senior notes, effective interest rate | 3.851% | |||
Senior notes [Member] | 3.550% Senior Notes due 2026 [Member] | ||||
Financing | ||||
Debt instrument, principal amount | $ 500,000 | $ 500,000 | ||
Interest rate of senior notes | 3.55% | 3.55% | ||
Senior notes, effective interest rate | 3.57% | 3.57% | ||
Senior notes [Member] | 3.600% Senior Notes due 2027 [Member] | ||||
Financing | ||||
Debt instrument, principal amount | $ 750,000 | $ 750,000 | ||
Interest rate of senior notes | 3.60% | 3.60% | ||
Senior notes, effective interest rate | 3.619% | 3.619% | ||
Senior notes [Member] | 4.350% Senior Notes due 2028 [Member] | ||||
Financing | ||||
Debt instrument, principal amount | $ 500,000 | $ 500,000 | ||
Interest rate of senior notes | 4.35% | 4.35% | ||
Senior notes, effective interest rate | 4.383% | 4.383% | ||
Senior notes [Member] | 3.900% Senior Notes due 2029 [Member] | ||||
Financing | ||||
Debt instrument, principal amount | $ 500,000 | $ 500,000 | ||
Interest rate of senior notes | 3.90% | 3.90% | ||
Senior notes, effective interest rate | 3.901% | 3.901% | ||
Senior notes [Member] | 4.200% Senior Notes due 2030 [Member] | ||||
Financing | ||||
Debt instrument, principal amount | $ 500,000 | $ 500,000 | ||
Interest rate of senior notes | 4.20% | 4.20% | ||
Senior notes, effective interest rate | 4.205% | 4.205% | ||
Senior notes [Member] | 1.750% Senior Notes due 2031 [Member] | ||||
Financing | ||||
Debt instrument, principal amount | $ 500,000 | $ 500,000 | ||
Interest rate of senior notes | 1.75% | 1.75% | ||
Senior notes, effective interest rate | 1.798% | 1.798% | ||
Senior notes [Member] | 4.700% Senior Notes due 2032 [Member] | ||||
Financing | ||||
Debt instrument, principal amount | $ 850,000 | $ 850,000 | ||
Interest rate of senior notes | 4.70% | 4.70% | ||
Senior notes, effective interest rate | 4.74% | 4.74% | ||
[1]The balance sheet at December 31, 2022, 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. |
WARRANTIES (Product Warranty Li
WARRANTIES (Product Warranty Liabilities) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Warranties | |
Warranty liabilities, beginning balance | $ 98,564 |
Warranty claims | (135,309) |
Warranty accruals | 151,460 |
Foreign currency translation | 60 |
Warranty liabilities, ending balance | $ 114,775 |
SHARE REPURCHASE PROGRAM (Narra
SHARE REPURCHASE PROGRAM (Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 154 Months Ended | ||||
May 23, 2023 | Nov. 15, 2022 | Nov. 08, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Nov. 08, 2023 | |
Share Repurchase Program | ||||||||
Increase in authorized amount | $ 2,000,000 | $ 1,500,000 | ||||||
Cumulative authorized amount | $ 23,800,000 | $ 23,800,000 | ||||||
Authorization effective period | 3 years | 3 years | ||||||
Remaining balance under share repurchase program | $ 1,100,000 | $ 1,100,000 | ||||||
Common stock repurchased, shares | 852 | 1,039 | 2,961 | 4,425 | ||||
Common stock repurchased, average price per share | $ 938.11 | $ 683.09 | $ 874.99 | $ 646.61 | ||||
Common stock repurchased, value | $ 799,520 | $ 710,304 | $ 2,590,950 | $ 2,861,513 | ||||
Excise tax on share repurchases | $ 7,337 | $ 23,796 | ||||||
Subsequent event [Member] | ||||||||
Share Repurchase Program | ||||||||
Common stock repurchased, shares | 500 | 94,000 | ||||||
Common stock repurchased, average price per share | $ 911.88 | $ 245.43 | ||||||
Common stock repurchased, value | $ 444,400 | $ 23,100,000 |
SHARE REPURCHASE PROGRAM (Sched
SHARE REPURCHASE PROGRAM (Schedule of Shares Repurchased) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share Repurchase Program | ||||
Shares repurchased | 852 | 1,039 | 2,961 | 4,425 |
Average price per share | $ 938.11 | $ 683.09 | $ 874.99 | $ 646.61 |
Total investment | $ 799,520 | $ 710,304 | $ 2,590,950 | $ 2,861,513 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Balance at beginning of period | $ (1,627,473) | $ (1,107,430) | $ (1,060,752) | [1] | $ (66,423) |
Change in accumulated other comprehensive income (loss) | (5,782) | (372) | 27,293 | 2,816 | |
Balance at end of period | (1,760,469) | (1,205,463) | (1,760,469) | (1,205,463) | |
Accumulated other comprehensive income (loss) [Member] | |||||
Balance at beginning of period | 36,071 | (3,611) | 2,996 | (6,799) | |
Change in accumulated other comprehensive income (loss) | (5,782) | (372) | 27,293 | 2,816 | |
Balance at end of period | 30,289 | (3,983) | 30,289 | (3,983) | |
Foreign currency [Member] | |||||
Balance at beginning of period | 36,071 | (3,611) | 2,996 | (6,799) | |
Change in accumulated other comprehensive income (loss) | (5,782) | (372) | 27,293 | 2,816 | |
Balance at end of period | $ 30,289 | $ (3,983) | $ 30,289 | $ (3,983) | |
[1]The balance sheet at December 31, 2022, 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. |
REVENUE (Disaggregation of Reve
REVENUE (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue | ||||
Sales | $ 4,203,380 | $ 3,798,619 | $ 11,980,235 | $ 10,765,367 |
DIY customer [Member] | ||||
Disaggregation of Revenue | ||||
Sales | 2,206,511 | 2,086,201 | 6,254,980 | 5,914,238 |
Professional service provider customer [Member] | ||||
Disaggregation of Revenue | ||||
Sales | 1,914,884 | 1,630,571 | 5,480,212 | 4,601,111 |
Other customers and sales adjustments [Member] | ||||
Disaggregation of Revenue | ||||
Sales | $ 81,985 | $ 81,847 | $ 245,043 | $ 250,018 |
SHARE-BASED COMPENSATION AND _3
SHARE-BASED COMPENSATION AND BENEFIT PLANS (Stock Option) (Narrative) (Details) - Stock option [Member] - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation and Benefit Plans | ||
Weighted-average grant-date fair value of options awarded | $ 321.36 | $ 219.30 |
Remaining unrecognized compensation expense | $ 43.4 | |
Weighted-average period for cost recognition | 2 years 8 months 12 days | |
Employee Stock Option [Member] | ||
Share-Based Compensation and Benefit Plans | ||
Options expiration period | 10 years | |
Vesting period | 4 years | |
Option vesting rate per year | 25% |
SHARE-BASED COMPENSATION AND _4
SHARE-BASED COMPENSATION AND BENEFIT PLANS (Other Share-Based Compensation) (Narrative) (Details) - Employee stock purchase plan [Member] | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation and Benefit Plans | |
Employee stock purchase plan stock purchase percentage | 85% |
Restricted stock [Member] | Minimum [Member] | |
Share-Based Compensation and Benefit Plans | |
Vesting period | 1 year |
Restricted stock [Member] | Maximum [Member] | |
Share-Based Compensation and Benefit Plans | |
Vesting period | 3 years |
SHARE-BASED COMPENSATION AND _5
SHARE-BASED COMPENSATION AND BENEFIT PLANS (Profit Sharing and Savings Plan) (Narrative) (Detail) - Profit sharing and savings plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation and Benefit Plans | ||||
Profit sharing and savings plan, employer discretionary contribution | $ 0 | $ 0 | ||
Profit sharing and savings plan, cost recognized | $ 13,400 | $ 9,500 | $ 35,900 | $ 27,300 |
Employee's first 2% of contributed wages [Member] | ||||
Share-Based Compensation and Benefit Plans | ||||
Profit sharing and savings plan, Company match | 100% | |||
Employee's next 4% of contributed wages [Member] | ||||
Share-Based Compensation and Benefit Plans | ||||
Profit sharing and savings plan, Company match | 25% |
SHARE-BASED COMPENSATION AND _6
SHARE-BASED COMPENSATION AND BENEFIT PLANS (Nonqualified Deferred Compensation Plan) (Narrative) (Details) - Nonqualified Deferred Compensation Plan [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share-Based Compensation and Benefit Plans | |||||
Deferred compensation plan obligation | $ 54.6 | $ 54.6 | $ 49.4 | ||
Deferred compensation plan, employer discretionary contribution | 0 | $ 0 | |||
Deferred compensation plan cost recognized | $ 0.1 | $ 0.2 | |||
Maximum [Member] | |||||
Share-Based Compensation and Benefit Plans | |||||
Deferred compensation plan cost recognized | $ 0.1 | $ 0.1 |
SHARE-BASED COMPENSATION AND _7
SHARE-BASED COMPENSATION AND BENEFIT PLANS (Stock Appreciation Rights) (Narrative) (Details) - Stock Appreciation Rights (SARs) [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share-Based Compensation and Benefit Plans | |||||
Stock appreciation rights expiration period | 10 years | ||||
Stock appreciation rights vesting rate per year | 25% | ||||
Vesting period | 4 years | ||||
Stock appreciation rights outstanding | 13,079 | 13,079 | 13,159 | ||
Stock appreciation rights granted during the period, units | 1,714 | ||||
Stock appreciation rights exercised during the period, units | 1,187 | ||||
Stock appreciation rights forfeited during the period, units | 607 | ||||
Liability for compensation to be paid for redeemed stock appreciation rights | $ 3.8 | $ 3.8 | $ 2.9 | ||
Compensation expense (benefit) for share-based compensation | $ (0.1) | $ 0.6 | $ 0.6 | $ 0.4 |
SHARE-BASED COMPENSATION AND _8
SHARE-BASED COMPENSATION AND BENEFIT PLANS (Summary of Stock Options) (Details) - Employee Stock Option [Member] - $ / shares shares in Thousands | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation and Benefit Plans | |
Outstanding shares, beginning balance | 1,069 |
Outstanding weighted-average exercise price, beginning balance | $ 356.76 |
Granted, shares | 87 |
Granted, weighted-average exercise price | $ 856.08 |
Exercised, shares | (207) |
Exercised, weighted-average exercise price | $ 272.39 |
Forfeited or expired, shares | (12) |
Forfeited or expired, weighted-average exercise price | $ 573.96 |
Outstanding shares, ending balance | 937 |
Outstanding weighted-average exercise price, ending balance | $ 419.41 |
Exercisable shares, ending balance | 669 |
Exercisable weighted-average exercise price, ending balance | $ 323.28 |
SHARE-BASED COMPENSATION AND _9
SHARE-BASED COMPENSATION AND BENEFIT PLANS (Black-Scholes Option Pricing Model) (Details) - Employee Stock Option | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation and Benefit Plans | ||
Risk-free interest rate | 3.92% | 2% |
Expected life | 6 years 3 months 18 days | 6 years 3 months 18 days |
Expected volatility | 29% | 28.80% |
Expected dividend yield | 0% | 0% |
SHARE-BASED COMPENSATION AND_10
SHARE-BASED COMPENSATION AND BENEFIT PLANS (Stock Option Activity) (Details) - Employee Stock Option [Member] - Stock option [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation and Benefit Plans | ||||
Compensation expense (benefit) for share-based compensation | $ 5,977 | $ 4,924 | $ 17,892 | $ 15,134 |
Income tax benefit from compensation expense for share-based compensation | $ 1,476 | $ 1,222 | $ 4,417 | $ 3,756 |
SHARE-BASED COMPENSATION AND_11
SHARE-BASED COMPENSATION AND BENEFIT PLANS (Other Share-Based Compensation Activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Employee stock purchase plan [Member] | ||||
Share-Based Compensation and Benefit Plans | ||||
Compensation expense (benefit) for share-based compensation | $ 923 | $ 828 | $ 2,663 | $ 2,429 |
Income tax benefit from compensation expense for share-based compensation | 228 | 205 | 657 | 603 |
Restricted stock [Member] | ||||
Share-Based Compensation and Benefit Plans | ||||
Compensation expense (benefit) for share-based compensation | 477 | 459 | 1,393 | 1,350 |
Income tax benefit from compensation expense for share-based compensation | $ 118 | $ 114 | $ 344 | $ 335 |
COMMITMENTS (Commitments) (Narr
COMMITMENTS (Commitments) (Narrative) (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Renewable energy tax credit [Member] | |
Commitments | |
Purchase commitment | $ 300 |
EARNINGS PER SHARE (Computation
EARNINGS PER SHARE (Computation of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator (basic and diluted): | ||||
Net Income (Loss) | $ 649,827 | $ 585,438 | $ 1,794,077 | $ 1,644,078 |
Denominator: | ||||
Denominator for basic earnings per share - weighted-average shares | 60,082 | 63,288 | 60,905 | 64,979 |
Effect of stock options | 508 | 572 | 540 | 587 |
Denominator for diluted earnings per share - weighted-average shares and assumed conversion | 60,590 | 63,860 | 61,445 | 65,566 |
Earnings per share - basic | $ 10.82 | $ 9.25 | $ 29.46 | $ 25.30 |
Earnings per share - assuming dilution | $ 10.72 | $ 9.17 | $ 29.20 | $ 25.08 |
Antidilutive stock options | 83 | 139 | 98 | 145 |
Weighted-average exercise price per share of antidilutive stock options | $ 853.21 | $ 660.74 | $ 824.23 | $ 658.74 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 649,827 | $ 585,438 | $ 1,794,077 | $ 1,644,078 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On August 23, 2023, Chris Mancini, Senior Vice President of Central Store Operations of the Company, established a plan intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended, for the trading of the Company’s common stock. The plan provides for the sale of up to 2,500 shares at specific market prices, subject to specified limitations over a period beginning on November 22, 2023 and ending on February 24, 2025. The plan was established for the purposes of facilitating the exercise and subsequent sale of stock options with a ten-year contractual life that are due to expire August of 2025. The plan was established during the Company’s unrestricted trading window and at a time when Mr. Mancini was not in possession of material, non-public information about the Company. Mr. Mancini has informed the Company that he will publicly disclose, as required by federal securities laws, any option exercises and stock sales made under this plan. |
Name | Chris Mancini |
Title | Senior Vice President of Central Store Operations |
Rule 10b5-1 Arrangement Adopted | true |
Non-Rule 10b5-1 Arrangement Adopted | false |
Adoption Date | Aug. 23, 2023 |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Arrangement Duration | 10 years |
Aggregate Available | 2,500 |