美国

证券交易委员会

华盛顿特区20549

表格 10-Q

☒	根据1934年证券交易所法案第13或15(d)条的季报告

截至2024年6月30日季度结束 2024年9月30日

或

☐

过渡期从________到________

奥莱利汽车零配件公司

（依凭章程所载的完整登记名称）

密苏里州	000-21318	27-4358837
(公司成立所在地或其他行政区划)	委员会文件编号	（联邦税号）
的注册地或组织地点)

帕特森大道南233号

春田, 密苏里州 65802

(总行办公室地址，邮编)

(417) 862-6708

(注册人电话号码，包括区号)

不适用

(如果自上次报告以来更改，请提供公司的前名、前地址和前财政年度)

根据法案第12(b)条注册的证券：


每个班级的标题		交易标的（s）	每一注册的交易所名称
普通股	面值$0.01	ORLY	辉瑞公司面临数起分开的诉讼，这些诉讼仍在进行中，需等待第三项索赔条款的裁决。2023年9月，我们与辉瑞公司同意合并2022和2023年的诉讼，并将审判日期从2024年11月推迟至2025年上半年，具体时间将由法院确定。纳斯达克股票市场有限公司
			(纳斯达克全球精选市场)

是 ☒ 否☐

请标示勾选是否申报人在过去12个月内（或申报人被要求提交此类档案的较短期间内）已根据S-t法规第405条要求提交每个互动数据档案。是 ☒ 否☐

请以勾选方式指示登记人是大型加速提交者、加速提交者、非加速提交者、较小报告公司还是新兴成长型公司。详见《交易所法》第120亿2条关于“大型加速提交者”、“加速提交者”、“较小报告公司”和“新兴成长型公司”的定义。


大型加速归档人	☒	加速归档人	☐	新兴成长型企业	☐
非加速归档人	☐	小型报告公司	☐

如果是新兴成长公司，请选择适当的方框，指示报名者已选择不使用根据交易所法案第13（a）条规定提供的任何新的或修订后财务会计准则的扩展过渡期来遵守。☐

勾选表示已核实登记人是一家壳公司（按照交易所法案第120亿2条定义）。2条交易法案中的条款。是☐ 否☒

请指示截至最近实际可行日期各发行人的普通股类别的已发行股份数：普通股，0.01美元面值 - 57,730,693 截至2024年11月4日止已发行的股份数。

奥莱利汽车公司及其附属公司

表格10-Q

2024年9月30日止季度

		页面
第一部分 - 财务资讯		2
项目 1 - 基本报表（未经审核）		2
缩短的合并财务报表		2
简明合并损益表		3
综合损益总表		4
综合股东权益（赤字）简明合并基本报表		5
简明合并现金流量量表		6
附注：缩短的合并财务报表		7
项目 2 - 管理层关于财务控制项和营运成果的讨论		18
项目3 - 有关市场风险的定量和质化披露		24
项目4 - 控制项和程序		25
第 II 部分 - 其他信息		26
项目1 - 法律诉讼		26
项目1A - 风险因素		26
项目2 - 未注册的股权销售和款项使用		26
项目5 - 其他资讯		26
项目6 - 附件		27
签名页		28

第一部分. 财务资料

项目1.基本报表

奥莱利汽车，公司及附属公司

缩表合并资产负债表

（单位：千元，股份数据除外）


	2024年9月30日		2023年12月31日
	(未经查核)		（注）
资产
流动资产:
现金及现金等价物	$	115,613	$	279,132
应收帐款净额		401,950		375,049
应收供应商款项		154,300		140,443
存货		4,913,237		4,658,367
其他流动资产		113,187		105,311
全部流动资产		5,698,287		5,558,302

不动产和设备，成本		8,969,137		8,312,367
减少：累计折旧和摊提		3,532,755		3,275,387
净固定资产		5,436,382		5,036,980

营业租赁，使用权资产		2,269,929		2,200,554
商誉		997,226		897,696
其他资产，净额		175,698		179,463
资产总额	$	14,577,522	$	13,872,995

负债及股东权益不足额
流动负债：
应付账款	$	6,359,619	$	6,091,700
自保费储备		123,505		128,548
应计的工资		141,361		138,122
应计福利及扣缴		201,351		174,650
应纳所得税款		206,776		7,860
营运租赁负债的流动部分		408,571		389,536
其他流动负债		743,982		730,937
流动负债合计		8,185,165		7,661,353

长期负债		5,359,810		5,570,125
营业租赁负债，扣除当前部分		1,938,162		1,881,344
推延所得税		325,869		295,471
其他负债		207,580		203,980

股东权益（赤字）：
0.010.01 每股面额：
授权股份 – 245,000,000
已发行和未履行合约分享 -
57,838,920 截至2024年9月30日。
59,072,792 截至2023年12月31日		578		591
资本公积额额外增资		1,449,447		1,352,275
保留亏损		(2,875,955)		(3,131,532)
其他综合损益（亏损）收益		(13,134)		39,388
股东赤字总额		(1,439,064)		(1,739,278)

负债及股东赤字总额	$	14,577,522	$	13,872,995

注意：基本报表截至2023年12月31日，来自该日期的经过审计的合并财务报表，但不包括完整财务报表所需的所有信息和附注，符合美国通用会计原则。

请参见简明综合财务报表附注。

奥莱利汽车，公司及附属公司

缩写的综合损益表

(未经查核)

(以千为单位，除每股数据外)


	截至三个月结束				截至九个月结束
	九月三十日				九月三十日
	2024		2023		2024		2023
销售额	$	4,364,437	$	4,203,380	$	12,612,878	$	11,980,235
营业成本包括仓储和配送费用		2,113,212		2,042,917		6,159,421		5,842,861
毛利润		2,251,225		2,160,463		6,453,457		6,137,374

销售、一般及管理费用		1,354,497		1,263,241		3,940,950		3,669,734
营收		896,728		897,222		2,512,507		2,467,640

其他收入（费用）：
利息费用		(55,166)		(51,361)		(167,145)		(145,520)
利息收入		2,055		1,292		5,239		2,920
其他，净额		4,304		(486)		9,266		8,179
其他总费用		(48,807)		(50,555)		(152,640)		(134,421)

税前收入		847,921		846,667		2,359,867		2,333,219
所得税费用		182,457		196,840		524,317		539,142
净利润	$	665,464	$	649,827	$	1,835,550	$	1,794,077

每股盈利-基本:
每股收益	$	11.47	$	10.82	$	31.34	$	29.46
基本加权平均流通股数		57,998		60,082		58,563		60,905

每股收益-稀释假设:
每股收益	$	11.41	$	10.72	$	31.14	$	29.20
加权平均流通股份-考虑稀释		58,335		60,590		58,942		61,445

请参阅附录中的简明合并基本报表附注

奥雷利汽车股份有限公司及附属公司

简明综合综合收益报表

(未经审核)

(以千计)


	在结束的三个月内				已结束的九个月
	九月三十日				九月三十日
	2024		2023		2024		2023
净收入	$	665,464	$	649,827	$	1,835,550	$	1,794,077
其他综合收益（亏损）：
外币转换调整		(22,026)		(5,782)		(52,522)		27,293
其他综合（亏损）收入总额		(22,026)		(5,782)		(52,522)		27,293

综合收益	$	643,438	$	644,045	$	1,783,028	$	1,821,370

请参阅简明综合财务报表附带附注。

奥莱利汽车，公司及附属公司

综合股东权益（逆差）简明合并财务报表

(未经查核)

(以千为单位)


	截至2024年9月30日止三个月
								累计
				额外的				其他
	普通股			资本剩余		保留收益		综合
	股份	票面金额		资本		赤字累计		收入（损失）		总计
截至2024年6月30日的结余	58,239	$	582	$	1,415,799	$	(3,008,665)	$	8,892	$	(1,583,392)
净利润	—		—		—		665,464		—		665,464
总其他综合损失	—		—		—		—		(22,026)		(22,026)
员工福利计划下发行普通股，扣除捐弃和留作支付税款的股份	6		—		5,809		—		—		5,809
行使股票期权后发行普通股份	92		1		33,225		—		—		33,226
股份报酬	—		—		6,865		—		—		6,865
购买股份，包括费用	(498)		(5)		(12,251)		(528,462)		—		(540,718)
针对股份回购的消费税	—		—		—		(4,292)		—		(4,292)
2024年9月30日的余额	57,839	$	578	$	1,449,447	$	(2,875,955)	$	(13,134)	$	(1,439,064)

	截至2024年9月30日止九个月
								累计
				额外的				其他
	普通股			资本剩余		保留收益		综合
	股份	票面金额		资本		赤字累计		收入（损失）		总计
于2023年12月31日止之余额	59,073	$	591	$	1,352,275	$	(3,131,532)	$	39,388	$	(1,739,278)
净利润	—		—		—		1,835,550		—		1,835,550
总其他综合损失	—		—		—		—		(52,522)		(52,522)
员工福利计划下普通股发行，扣除薪酬不予发放及留存股份以支付税款	20		—		18,213		—		—		18,213
行使期权后的普通股票净发行	291		3		96,043		—		—		96,046
基于股份的报酬	—		—		20,138		—		—		20,138
回购股份，包括费用	(1,545)		(16)		(37,222)		(1,567,271)		—		(1,604,509)
股份回购的消费税	—		—		—		(12,702)		—		(12,702)
2024年9月30日的余额	57,839	$	578	$	1,449,447	$	(2,875,955)	$	(13,134)	$	(1,439,064)

	截至2023年9月30日止三个月
								累计
				额外的				其他
	普通股			资本剩余		保留收益		综合
	股份	票面金额		资本		赤字累计		收入		总计
截至2023年6月30日的结余	60,402	$	604	$	1,330,270	$	(2,994,418)	$	36,071	$	(1,627,473)
净利润	—		—		—		649,827		—		649,827
总其他综合损失	—		—		—		—		(5,782)		(5,782)
员工福利计划下普通股发行数，扣除没收和保留股份支付税款部分	7		—		5,239		—		—		5,239
行使期权后的普通股净发行量	64		1		17,685		—		—		17,686
股份报酬	—		—		6,900		—		—		6,900
回购股份，包括费用	(852)		(9)		(18,931)		(780,589)		—		(799,529)
股份回购的消费税	—		—		—		(7,337)		—		(7,337)
2023年9月30日的结余	59,621	$	596	$	1,341,163	$	(3,132,517)	$	30,289	$	(1,760,469)

	截至2023年9月30日止九个月
								累计
				额外的				其他
	普通股			资本剩余		保留收益		综合
	股份	票面金额		资本		赤字累计		收入		总计
2022年12月31日的余额	62,353	$	624	$	1,311,488	$	(2,375,860)	$	2,996	$	(1,060,752)
净利润	—		—		—		1,794,077		—		1,794,077
综合收益总额	—		—		—		—		27,293		27,293
员工福利计划下发行普通股，扣除失效和扣税而被扣留的股份	22		—		16,649		—		—		16,649
行使期权后的普通股净发行	207		2		56,483		—		—		56,485
基于股份的报酬	—		—		20,555		—		—		20,555
分股回购，包括费用	(2,961)		(30)		(64,012)		(2,526,938)		—		(2,590,980)
股份购回的消费税	—		—		—		(23,796)		—		(23,796)
2023年9月30日的结余	59,621	$	596	$	1,341,163	$	(3,132,517)	$	30,289	$	(1,760,469)

请参见简明综合财务报表附注。

奥赛尔汽车零部件有限公司及其子公司

简明财务报表现金流量表

(未经查核)

(以千为单位)


	截至九个月结束时
	九月三十日
	2024		2023
营业活动：
净利润	$	1,835,550	$	1,794,077
调整净利润以达经营活动所提供之净现金流量：
财产、设备和无形资产之折旧和摊薄		339,324		296,583
债务折价和发行成本摊销		4,870		3,597
推延所得税		8,536		35,982
基于股份的薪酬计划		21,600		21,948
其他		5,928		3,574
营运资产和负债的变化：
应收帐款		(9,175)		(58,658)
存货		(212,491)		(263,896)
应付账款		252,454		315,910
应纳所得税款		198,780		353,366
其他		(20,287)		15,172
经营活动产生的净现金流量		2,425,089		2,517,655

投资活动：
购买不动产和设备		(732,916)		(753,958)
产销土地及设备款项		10,268		10,461
投资于税收抵免投资		—		(4,150)
其他，包括收购，扣除取得的现金		(160,960)		(2,126)
投资活动中使用的净现金		(883,608)		(749,773)

融资活动:
来自循环信贷设施的借款收入		30,000		3,227,000
循环信贷付款		(30,000)		(3,227,000)
商业票据的净（支付）款项收入		(706,850)		1,025,075
发行长期债务所得款项		498,910		—
长期债务本金偿还		—		(300,000)
发行债务成本支付		(3,900)		(39)
购回普通股		(1,604,509)		(2,590,980)
普通股发行的净收益		112,825		71,604
其他		(569)		(354)
筹集资金的净现金流量		(1,704,093)		(1,794,694)

汇率变动对现金的影响		(907)		893
现金及现金等价物净减少额		(163,519)		(25,919)
本期初现金及现金等价物		279,132		108,583
本期末现金及现金等价物	$	115,613	$	82,664

现金流资讯的补充揭示：
所得税已支付金额	$	419,331	$	147,128
支付的利息，抵销资本化的利息		139,228		127,085

请参见简明综合财务报表附注。

奥莱利汽车，公司及附属公司

基本报表注脚

(未经查核)

2024年9月30日

备注1– 编制基础

O’Reilly Automotive, Inc.及其附属公司（下称「公司」或「O’Reilly」）之附表未经审核的简明综合财务报表是根据美国通用会计原则（「美国GAAP」）、揭示第10-Q表格的说明和S-X法规第10条准则编制的。因此，它们不包括美国GAAP为完整财务报表所要求的所有资讯和注脚。据管理层意见，已纳入所需的一切调整（由正常的周期性应计项目组成），以便公平呈现。截至2024年9月30日结束的三个月及九个月的营运业绩不一定代表预期于2024年12月31日结束的年度业绩。有关详细资讯，请参阅公司于2023年12月31日结束的年度报告附表的综合财务报表及注脚。

合并原则：

简明的合并基本报表包括公司及其全资附属公司的账户。所有公司间的资金结余和交易均在合并中消除。

附注2 – 业务组合

2024年1月22日，公司完成了先前宣布的战略收购Groupe Del Vasto（“Vast Auto”），一家总部位于加拿大魁北克省蒙特利尔的汽车零件供应商，根据一项股份购买协议，收购了Vast Auto所有未发行的股份，所有款项在交割时均以现金支付。收购Vast Auto代表O’Reilly进入加拿大汽车后市场。收购时，Vast Auto营运 100% 的所有未发行股份，公司在交易结束时以现金支付。收购Vast Auto代表O’Reilly进军加拿大汽车售后市场。收购时，Vast Auto为两个个配送中心和六支援一个卫星仓库网路的。 23 公司自有店铺和数千家独立的经销商和专业客户遍及加拿大东部。Vast Auto的业务运作结果已纳入公司自并业务的简明综合基本报表，从并购之日起算。由于Vast Auto的业绩对公司业务运作的影响不重大，因此并未呈现与Vast Auto并购相关的累积业务运作结果。

购买价格分配程序仍在进行中，包括收集数据和信息，以使公司能够评估所取得的资产和因业务合并而承担的负债价值。公司已基本完成有关营运资金的购买价值分配，包括存货、应收账款、应付账款和固定资产。持续评估的潜在可辨认无形资产包括但不限于商标、非竞争协议和客户关系。此外，可能会识别、评估并记录其他资产，包括内部使用软体，以及其他承担的负债。公司已委托第三方估值专家协助评估无形资产的价值。此程序仍在进行中，公司仍处于初始测量期。

The preliminary purchase price allocation remains provisional and will change as additional information is obtained and valuation work is completed during the initial measurement period. The Company’s preliminary assessment resulted in the initial recognition of $109.8 million of goodwill and intangible assets, which has been increased by $0.4 million during the initial measurement period, including impacts from the recognition of applicable deferred taxes related to the acquisition, which is included in “Goodwill” on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2024. Goodwill generated from this acquisition is not amortizable for tax purposes.

NOTE 3 – VARIABLE INTERESt ENTITIES

The Company has invested 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.

公司已判断其在这些税收信贷基金中的投资是针对变动利益实体（"VIEs"）。公司分析最初投资VIEs的任何投资，并在确定特定触发事件时再次进行确定，以判断是否为主要受益人。公司在确定对能够指导最重要影响VIEs经济绩效的事项的实体时，考虑各种因素，包括但不限于，指导融资、租赁、施工和其他经营决策和活动的能力。截至2024年09月30日，公司已投资于六被认为是VIEs并得出结论其不是任何实体的主要受益人，因为它

未有权力控制最重要影响实体的活动，因此以权益法核算这些投资。

公司与这些VIEs相关的潜在损失最大限度通常仅限于其净投资，截至2024年9月30日为$其“其他资产净值”中。28.4 公司对某些金融工具进行公平值分级，这些金融工具的公平值衡量所使用的输入。分级将最大优先权赋予于活跃市场中对相同资产或负债的未调整报价价格(Level 1测量)，最低优先权赋予于不可观察的输入(Level 3测量)。公司使用收入和市场方法来判断其资产和负债的公平值。公平值分级体系的三个级别如下所列：

注4 – 公平值衡量

公司采用公平值分级体系，该体系将用于衡量某些金融工具的公平值所使用的输入列为优先顺序。该体系将最大优先权赋予于活跃市场中对相同资产或负债的未调整报价价格(Level 1测量)，最低优先权赋予于不可观察的输入(Level 3测量)。公司使用收入和市场方法来判断其资产和负债的公平值。公平值分级体系的三个级别如下所列：

●

第 1 级–主动市场上未调整的报价价格，用于判断报告实体可在计量日期访问的相同资产或负债。

●

第 2 级–不同于第 1 级内基于活跃市场的报价价格的输入，可直接或间接观察到该资产或负债。

●

第 3 级–用于该资产或负债的不可观察输入。

以重复基础记量的金融资产和负债按公允价值衡量：

公司投资于各种有市场价值的证券，目的是出售这些证券，以满足公司非合格递延薪酬计划下的未来无担保义务。有关公司福利计划的进一步信息请参见附注12。

公司将市场证券列为交易证券，在2024年9月30日和2023年12月31日的附表简明综合资产负债表中，其市场证券的携带金额已列入「其他资产，净值」。公司录得有关市场证券的公允价值增加$百万，和减少$百万，分别在2024年9月30日和2018年12月31日三个月结束，这些金额已包括在附表简明综合利润表中的「其他收入（费用）」。公司按照2024年9月30日和2018年12月31日九个月结束时间录得有关市场证券的公允价值增加$百万，这些金额已包括在附表简明综合利润表中的「其他收入（费用）」中。3.3 百万，公司在2024年9月30日和2018年12月31日三个月结束分别录得有关市场证券的公允价值增加$百万，和减少$百万，这些金额已包括在附表简明综合利润表中的「其他收入（费用）」。1.4 百万，在2024年9月30日和2018年12月31日三个月结束时间，公司录得有关市场证券的公允价值增加$百万，这些金额已包括在附表简明综合利润表中的「其他收入（费用）」。7.4 百万美元和3.6 百万，在2024年9月30日和2018年12月31日九个月结束时间，公司录得有关市场证券的公允价值增加$百万，这些金额已包括在附表简明综合利润表中的「其他收入（费用）」。

以下表格显示了截至2024年9月30日和2023年12月31日（以千元计）的公司可交易证券的估计公允价值，根据引用的市场价格（一级）。

2024年9月30日

在活跃市场中报价

显著的另一半

输入数

针对相同的仪器

可观察的输入

不可观察的输入

（一级）

(第2级)

(第3级)

总计

有价证券

65,677

—

65,677


	2023年12月31日
	活跃市场的报价		显著的另一半		重要
	对于相同仪器		可观察的输入		不可观察的输入
	（一级）		(第2级)		(第3级)		总计
有价证券	$	59,508	$	—	$	—	$	59,508

非金融资产和负债可能会在非定期基础上以公允价值进行衡量：

某些长期非金融资产和负债可能需要在某些情况下以公正价值进行非定期基础上进行衡量，包括在存在损耗证据时。这些非金融资产和负债可能包括在企业组合中收购的资产或被判定为受损的财产和设备。截至2024年9月30日和2023年12月31日，公司没有任何已在公正值之后初次确认后进行衡量的非金融资产或负债。

金融工具的公允价值：

公司的优先票据、无担保循环信贷及商业票据计划的摊销金额，分别列示于2024年9月30日和2023年12月31日的随附简明综合财务报表的「长期负债」中。

下表标明公司优先票据的估计公允价值，使用市场方法。2024年9月30日和2023年12月31日的公允价值是根据相同或类似工具的报价市场价格（第2级）来确定的（单位：千元）：


	2024年9月30日				2023年12月31日
	携带金额		估计公正价值		携带金额		估计公正价值
优先票据	$	5,319,844	$	5,268,906	$	4,820,543	$	4,687,065

公司未担保循环信贷的携带金额接近公平价值（第二层级），因为该信贷设于当前市场利率下变动利率。公司商业本票计划的携带金额接近公平值（第二层级），因为该计划的放款设定在发行时市场利率下。有关公司债券、未担保循环信贷和商业本票计划的更多信息，请参阅附注 7。

附带的简明合并资产负债表包括其他金融工具，包括现金及现金等价物、应收帐款、应收供应商款项和应付款项。由于这些金融工具的短期性质，公司认为这些工具的帐面价值近似其公平值。

备注5 - 租赁

公司租用某些办公空间、零售商店、配送中心和设备，根据长期、无法取消的经营租赁。以下表格汇总了2024年和2023年9月30日结束的三个月和九个月的总租金成本，这些成本主要包含在附带的简明合并损益表中的「销售、总务及管理费用」(以千计算)。


	截至三个月结束				截至九个月结束
	九月三十日				九月三十日
	2024		2023		2024		2023
营运租赁成本	$	107,146	$	100,559	$	315,741	$	296,624
短期经营租赁成本		1,965		1,708		6,375		7,213
变量经营租赁成本		29,386		25,696		84,565		75,257
次租收入		(1,315)		(1,143)		(3,681)		(3,632)
租赁成本总额	$	137,182	$	126,820	$	403,000	$	375,462

下表总结了截至2024年和2023年9月30日结束的九个月的其他租赁相关信息:


		截至九个月结束
		九月三十日
		2024		2023
支付包括在营运租赁负债计量中的金额现金：
	来自经营租赁的营运现金流量	$	309,572	$	291,033
以新的经营租赁负债交换取得之租赁资产			291,486		324,893

附注6 - 供应商融资计划

公司已与某些第三方金融机构建立并维护了供应商融资计划，允许参与商品供应商自愿选择将公司对这些商品供应商到期的付款义务指定给指定的第三方机构。根据这些供应商融资计划，公司已同意在发票的原始到期日支付已确认的商品供应商发票的已述金额给第三方金融机构，这些发票通常为一年公司没有将任何资产作为抵押品或其他形式的担保，以履行对第三方金融机构的支付承诺。无截至2024年9月30日和2023年12月31日，公司在这些计划下对第三方金融机构有未偿还的债务，金额分别为10亿美元，这些金额已作为《简明综合资产负债表》中“应付帐款”的一部分。4.5 分别于2024年6月30日和2023年12月31日，公司已将持有金额为10亿和20亿的可供出售金融资产作为回购协议的抵押物。参阅附注12-回购协议。4.4 截至2024年9月30日和2023年12月31日，公司在这些计划下对第三方金融机构有未偿还的债务，金额分别为10亿美元，这些金额已作为《简明综合资产负债表》中“应付帐款”的一部分。

第7条 - 资金筹措

以下表格显示截至2024年9月30日和2023年12月31日简明会计合并资产负债表中「长期负债」包括的金额（以千计）：


	2024年9月30日		2023年12月31日
商业本票计划，截至2024年9月30日的加权平均变量利率为 4.980%截至2024年9月30日 5.640截至2023年12月31日的百分比		40,000		750,900
3.550截至2026年到期的百分比优先票据，有效利率为 3.570%		500,000		500,000
5.750到2026年到期的千分之变量次荣誉票据，实际利率为 5.767%		750,000		750,000
3.600到2027年到期的千分之变量次荣誉票据，实际利率为 3.619%		750,000		750,000
4.350%到期日为2028年的优先票据，有效利率为 4.383%		500,000		500,000
3.900%到期日为2029年的优先票据，有效利率为 3.901%		500,000		500,000
4.2002030年到期的％债券，有效利率为 4.205%		500,000		500,000
1.7502031年到期的％债券，有效利率为 1.798%		500,000		500,000
4.7002032年到期的优先票据，有效利率为% 4.740%		850,000		850,000
5.0002034年到期的优先票据，有效利率为% 5.028%		500,000		—
债务的总本金金额		5,390,000		5,600,900
未摊提折扣和债务发行成本减少:		30,190		30,775
总长期负债	$	5,359,810	$	5,570,125

无担保循环信贷设施：

该公司为一项该于 2021年6月15日日的信贷协议（以下简称“信用协议”）。信用协议规定了一项在公司完成3.5亿美元的资本投资并新增维持5年的全职职位的条件下，可额外获得1850万美元可退还税款。 $1.8 十亿美元无担保循环信贷设施（以下简称“循环信贷设施”），由摩根大通银行主理，计划于2026年6月到期。信用协议包括一笔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.

As of September 30, 2024, and December 31, 2023, 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 each in the amount of $5.4 million, reducing the aggregate availability under the Credit Agreement by those amounts. Substantially all of these outstanding letters of credit have a 一年期从发行日期起计算的期限。截至2024年9月30日和2023年12月31日，公司有所有借款。无在循环信贷计划下未偿还的借款。

循环信贷计划下的借款（除即期贷款外）根据公司选择，按照替代基准利率或调整后的Term SOFR利率（均在信贷协议中定义）加上适用的利差计算利息。循环信贷计划下的即期贷款按照替代基准利率加上替代基准利率贷款的适用利差计算利息。此外，公司根据信贷协议下的承诺总额支付设施费，金额等于这些承诺的一定百分比。利率差额和设施费是基于标准普尔评级服务和穆迪投资者服务公司分配给公司债务的评级中的较好者，但受到有限例外情况的影响。截至2024年9月30日，根据公司当前的信贷评级，其替代基准利率贷款的利差为%，其期限基准循环贷款的利差为%，设施费为 0.000%。 0.900%。 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, 2024, 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, 2024, and December 31, 2023, the Company had additional outstanding letters of credit, primarily to support obligations under workers’ compensation, general liability,

和其他保险政策，金额分别为$121.9 百万美元和106.8 百万。这些信用证几乎全部拥有一年期自发行日期起的期限，并非根据公司的授信协议或其他承诺性设施发行。

商业票据计划:

2023年8月9日，公司设立了商业票据计划（“计划”），根据该计划，公司可以根据《1933年证券法》第4(a)(2)条的豁免条款发行短期、无抵押的商业票据（“票据”）。根据该计划可随时借款、还款和再借款，但根据该计划发行的票据的面额或本金总额在任何时候不得超过$1.8 亿。票据将在发行之日起至多397天到期。 397天凭票面金额等同于公司所有其他无担保且无次贷债务。公司计划利用其循环信贷设施作为计划下票据到期的流动性后盾。该计划发行的票据作为2024年9月30日随附的简明合并资产负债表上的「长期负债」，因为公司有能力和意图以长期基础对这些票据进行再融资。

高级票据：

2024年7月31日，trane technologies plc发布新闻稿宣布其2024年第一季度的业绩。 2024年8月19日，公司发行了$500 发行了总额为百万美元的无担保 5.000亿美元% 到期于 2034 年的亿美元% 到期于 2034 年的债券（"5.000% 到期于 2034 年的债券目前公开发行价格为 99.782的面额%，由U.S.银行信托公司（National Association）（“U.S. Bank”）担任受托人。 5.000% 到期于 2034 年的债券应于每年8月19日和2月19日支付利息，自2025年2月19日起计算，按照 360天的年度基础进行计算。

截至2024年9月30日，公司已发行并在市场上发行了累计 $5.4 共有数亿美元的无抵押优先票据，到期日期介乎2026年至2034年，由UMb银行、N.A.和美国银行信托公司，国家协会担任受托人。高级票据利息范围从 1.750%。 5.750%，每半年支付一次，按 360日年计算。无公司的子公司之一是高级票据的担保人。每一份高级票据均受到特定惯例契约的约束，在2024年9月30日之前，公司已遵守。

附注8-保固

公司对其销售的某些商品提供保固，保固期限从30天到有限的终身保固。保固索赔可能产生的损失风险通常由公司的供应商承担。某些供应商提供给该公司的预付款，以免接受保固索赔的责任。对于这些商品，该公司销售时承担与保固索赔成本相关的损失风险。公司收到的供应商补助款与保固责任之间的差额，将作为对成本销售的调整进行记录。预估的保固成本，作为销售时的负债进行记录，基于每条产品线的历史故障率。公司的历史经验表明，各产品线的故障率随时间保持相对一致，而公司的保固索赔最终成本是由销售的单元量驱动，而非故障率的波动或单一索赔成本的变动。

公司的产品保固负债包含在2024年9月30日和2023年12月31日的附属简明综合账目负债表中的“其他流动负债”部分；以下表格说明了截至2024年9月30日止九个月的公司总产品保固负债的变化（单位：千元）：


2023年12月31日的保修责任余额	$	117,895
保固索赔		(151,873)
保修提存		166,195
外币兑换		(79)
保固负债，截至2024年9月30日结余	$	132,138

注9 – 股份回购计划

In January of 2011, the Company’s Board of Directors approved a share repurchase program. Under the program, the Company may, from time to time, repurchase shares of its common stock, solely through open market purchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate trading policy requirements, and overall market conditions. The Company’s Board of Directors may increase or otherwise modify, renew, suspend, or terminate the share repurchase program at any time, without prior notice. As announced on May 23, 2023, and November 16, 2023, the Company’s Board of Directors each time approved a resolution to increase the authorization amount under the share repurchase program by an additional $2.0 billion, resulting in a cumulative authorization amount of $25.8 billion. The additional authorizations are effective for 三年, beginning on their 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, 2024 and 2023 (in thousands, except per share data):


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Shares repurchased		498		852		1,545		2,961
Average price per share	$	1,084.28	$	938.11	$	1,038.32	$	874.99
Total investment	$	540,713	$	799,520	$	1,604,494	$	2,590,950

As of September 30, 2024, the Company had $967.7 million remaining under its share repurchase authorization. Excise tax on shares repurchased, assessed at one percent of the fair market value of shares repurchased, was $16.0 million for the nine months ended September 30, 2024.

Subsequent to the end of the third quarter and through November 8, 2024, the Company repurchased 0.2 million additional shares of its common stock under its share repurchase program, at an average price of $1,174.84, for a total investment of $192.4 million. The Company has repurchased a total of 95.8 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, 2024, at an average price of $260.71, for a total aggregate investment of $25.0 billion.

NOTE 10 – 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, 2024 and 2023 (in thousands):


	Foreign		Total Accumulated Other
	Currency ⁽¹⁾		Comprehensive Loss
Accumulated other comprehensive income, balance at June 30, 2024	$	8,892	$	8,892
Change in accumulated other comprehensive loss		(22,026)		(22,026)
Accumulated other comprehensive loss, balance at September 30, 2024	$	(13,134)	$	(13,134)


	Foreign		Total Accumulated Other
	Currency ⁽¹⁾		Comprehensive Loss
Accumulated other comprehensive income, balance at December 31, 2023	$	39,388	$	39,388
Change in accumulated other comprehensive loss		(52,522)		(52,522)
Accumulated other comprehensive loss, balance at September 30, 2024	$	(13,134)	$	(13,134)


	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

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

NOTE 11 – REVENUE

The table below identifies the Company’s revenues disaggregated by major customer type for the three and nine months ended September 30, 2024 and 2023 (in thousands):


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Sales to do-it-yourself customers	$	2,215,640	$	2,206,511	$	6,366,670	$	6,254,980
Sales to professional service provider customers		2,032,376		1,914,884		5,901,820		5,480,212
Other sales, sales adjustments, and sales from the acquired Vast Auto stores		116,421		81,985		344,388		245,043
Total sales	$	4,364,437	$	4,203,380	$	12,612,878	$	11,980,235

See Note 8 for information concerning the expected costs associated with the Company’s assurance warranty obligations. See Note 2 for information concerning the recent acquisition of Vast Auto.

NOTE 12 – 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, 2024 (in thousands, except per share data):


	Shares	Weighted- Average
	(in thousands)	Exercise Price
Outstanding at December 31, 2023	884	$	428.50
Granted	70		1,061.73
Exercised	(291)		329.59
Forfeited or expired	(9)		676.68
Outstanding at September 30, 2024	654	$	537.18
Exercisable at September 30, 2024	443	$	393.93

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, 2024 and 2023:


	September 30,
	2024		2023
Risk free interest rate	4.18	%	3.92	%
Expected life	6.4	Years	6.3	Years
Expected volatility	28.2	%	29.0	%
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, 2024 and 2023 (in thousands, except per share data):


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Compensation expense for stock options awarded	$	5,838	$	5,977	$	17,175	$	17,892
Income tax benefit from compensation expense related to stock options		1,480		1,476		4,355		4,417

The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2024, was $403.77, compared to $321.36 for the nine months ended September 30, 2023. The remaining unrecognized compensation expense related to unvested stock option awards at September 30, 2024, was $48.7 million, and the weighted-average period of time over which this cost will be recognized is 2.8 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, 2024 and 2023 (in thousands):


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Compensation expense for shares issued under the ESPP	$	1,027	$	923	$	2,963	$	2,663
Income tax benefit from compensation expense related to shares issued under the ESPP		260		228		751		657
Compensation expense for restricted shares awarded		506		477		1,462		1,393
Income tax benefit from compensation expense related to restricted awards	$	128	$	118	$	371	$	344

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, 2024 or 2023. The Company expensed matching contributions under the 401(k) Plan in the amount of $14.0 million and $13.4 million for the three months ended September 30, 2024 and 2023, 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 $40.6 million and $35.9 million for the nine months ended September 30, 2024 and 2023, 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, which could then be matched by the Company using the same formula as the 401(k) plan. 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 4 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 $65.7 million and $59.5 million as of September 30, 2024, and December 31, 2023, respectively, which was included in “Other liabilities” on the accompanying Condensed Consolidated Balance Sheets. The Company expensed contributions under the Deferred Compensation Plan in the amount of less than $0.1 million for each of the three months ended September 30, 2024 and 2023, which were included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income. The Company expensed matching contributions under the Deferred Compensation Plan in the amount of $0.1 million and less than $0.1 million for the nine months ended September 30, 2024 and 2023, 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, 2024, and December 31, 2023, there were 15,044 and 13,079 stock appreciation rights outstanding, respectively. During the nine months ended September 30, 2024, there were 2,491 stock appreciation rights granted, 350 stock appreciation rights exercised, and 176 stock appreciation rights forfeited. The liability for compensation to be paid for redeemed stock appreciation rights was $6.7 million and $4.5 million as of September 30, 2024, and December 31, 2023, respectively, which were included in “Other liabilities” on the Condensed Consolidated Balance Sheets. The Company recorded compensation expense for stock appreciation rights in the amount of $1.4 million and compensation benefit for stock appreciation rights in the amount of $0.1 million for the three months ended September 30, 2024 and 2023, 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 $3.1 million and $0.6 million for the nine months ended September 30, 2024 and 2023, respectively, which were included in “Selling, general and administrative expenses” on the accompanying Condensed Consolidated Statements of Income.

NOTE 13 – COMMITMENTS

The Company has a conditional agreement to purchase federal renewable energy tax credits (“RETC”). As of September 30, 2024, the Company had a remaining commitment to purchase approximately $200 million RETCs, with the final closing payment anticipated to occur by June of 2025.

NOTE 14 – 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, 2024 and 2023 (in thousands, except per share data):


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Numerator (basic and diluted):
Net income	$	665,464	$	649,827	$	1,835,550	$	1,794,077

Denominator:
Weighted-average common shares outstanding – basic		57,998		60,082		58,563		60,905
Effect of stock options ⁽¹⁾		337		508		379		540
Weighted-average common shares outstanding – assuming dilution		58,335		60,590		58,942		61,445

Earnings per share:
Earnings per share-basic	$	11.47	$	10.82	$	31.34	$	29.46
Earnings per share-assuming dilution	$	11.41	$	10.72	$	31.14	$	29.20

Antidilutive potential common shares not included in the calculation of diluted earnings per share:
Stock options ⁽¹⁾		92		83		115		98
Weighted-average exercise price per share of antidilutive stock options ⁽¹⁾	$	1,026.97	$	853.21	$	977.48	$	824.23

(1)	See Note 12 for further information concerning the terms of the Company’s share-based compensation plans.

For the three and nine months ended September 30, 2024 and 2023, 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 9 for information concerning the Company’s subsequent share repurchases.

NOTE 15 – 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.

NOTE 16 – RECENT ACCOUNTING PRONOUNCEMENTS

In November of 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 increases the disclosures about a public entity’s reportable segments. Under ASU 2023-07, a public entity would be required to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, annual disclosures about a reportable segment’s profit or loss and assets required by Topic 280 in interim periods, any additional measures of a segment’s profit or loss used by the CODM to allocate resources, and the title and position of the CODM. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. ASU 2023-07 allows for early adoption and requires retrospective adoption. The Company will adopt this guidance beginning with its fourth quarter ending December 31, 2024. The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations, or cash flows, as the guidance pertains to disclosure only.

In December of 2023, FASB issued Accounting Standard Update ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). Under ASU 2023-09, a public entity will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, such as if the effect of the reconciling item is equal to or greater than five percent of the amount computed by multiplying pretax income/loss by the applicable statutory income tax rate. Entities would also have to disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid, along with income/loss from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. ASU 2023-09 allows for early adoption for annual financial statements that have not yet been issued and allows retrospective and prospective adoption. The Company will adopt this guidance beginning with its fourth quarter ending December 31, 2025. The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations, or cash flows, as the guidance pertains to disclosure only.

In November of 2024, FASB issued Accounting Standard Update ASU No. 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). Under 2024-03, a public entity would be required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. Entities would also have to disclose other specific expenses, gains, or losses that are already required to be disclosed under GAAP in this same disclosure, a qualitative description of the amounts remaining that are not separately disaggregated quantitatively, and the total amount of selling expenses, as well as an entity’s definition of selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. ASU 2024-03 allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. The Company will adopt this guidance beginning with its fourth quarter ending December 31, 2027. The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations, or cash flows, as the guidance pertains to disclosure only.

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

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

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

●

an overview of the key drivers and other influences on the automotive aftermarket industry;

●

our results of operations for the three and nine months ended September 30, 2024 and 2023;

●

our liquidity and capital resources;

●

our critical accounting estimates; and

●

recent accounting pronouncements that may affect our Company.

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

FORWARD-LOOKING STATEMENTS

We claim the protection of the safe-harbor for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as “estimate,” “may,” “could,” “will,” “believe,” “expect,” “would,” “consider,” “should,” “anticipate,” “project,” “plan,” “intend,” or similar words. In addition, statements contained within this quarterly report that are not historical facts are forward-looking statements, such as statements discussing, among other things, expected growth, store development, integration and expansion strategy, business strategies, future revenues, and future performance. These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events and results. Such statements are subject to risks, uncertainties, and assumptions, including, but not limited to, the economy in general; inflation; consumer debt levels; product demand; a public health crisis; the market for auto parts; competition; weather; tariffs; availability of key products and supply chain disruptions; business interruptions, including terrorist activities, war and the threat of war; failure to protect our brand and reputation; challenges in international markets; volatility of the market price of our common stock; our increased debt levels; credit ratings on public debt; damage, failure, or interruption of information technology systems, including information security and cyber-attacks; historical growth rate sustainability; our ability to hire and retain qualified employees; risks associated with the performance of acquired businesses; and governmental regulations. Actual results may materially differ from anticipated results described or implied in these forward-looking statements. Please refer to the “Risk Factors” section of our annual report on Form 10-K for the year ended December 31, 2023, and subsequent Securities and Exchange Commission filings, for additional factors that could materially affect our financial performance. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

OVERVIEW

We are a specialty retailer of automotive aftermarket parts, tools, supplies, equipment, and accessories in the United States, Puerto Rico, Mexico, and Canada. We are one of the largest U.S. automotive aftermarket specialty retailers, selling our products to both DIY customers and professional service providers – our “dual market strategy.” Our goal is to achieve growth in sales and profitability by capitalizing on our competitive advantages, such as our dual market strategy, superior customer service provided by well-trained and technically proficient Team Members, and strategic distribution and hub store network that provides same day and over-night inventory access for our stores to offer a broad selection of product offerings. The successful execution of our growth strategy includes aggressively opening new stores, growing sales in existing stores, continually enhancing merchandising and store layouts, and implementing our Omnichannel initiatives. As of September 30, 2024, we operated 6,187 stores in 48 U.S. states and Puerto Rico, 78 stores in Mexico, and 26 stores in Canada.

See Note 2 “Business Combination” to the Condensed Consolidated Financial Statements for further information concerning the recent acquisition of Vast Auto.

The extensive product line offered in our stores consists of new and remanufactured automotive hard parts, maintenance items, accessories, a complete line of auto body paint and related materials, automotive tools, and professional service provider service equipment. Our extensive product line includes an assortment of products that are differentiated by quality and price for most of the product lines we offer. For many of our product offerings, this quality differentiation reflects “good,” “better,” and “best” alternatives.

Our sales and total gross profit dollars are, generally, highest for the “best” quality category of products. Consumers’ willingness to select products at a higher point on the value spectrum is a driver of enhanced sales and profitability in our industry. We have ongoing initiatives focused on marketing and training to educate customers on the advantages of ongoing vehicle maintenance, as well as “purchasing up” on the value spectrum.

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

Our business is influenced by a number of general macroeconomic factors that impact both our industry and consumers, including, but not limited to, inflation, including rising consumer staples; fuel and energy costs; unemployment trends; interest rates; and other economic factors. Future changes, such as continued broad-based inflation and rapid fuel cost increases that exceed wage growth, may negatively impact our consumers’ level of disposable income, and we cannot predict the degree these changes, or other future changes, may have on our business or industry.

We believe the key drivers of demand over the long-term for the products sold within the automotive aftermarket include the number of U.S. miles driven, number of U.S. registered vehicles, annual rate of light vehicle sales, and average vehicle age.

Number of Miles Driven

The number of total miles driven in the U.S. influences the demand for repair and maintenance products sold within the automotive aftermarket. In total, vehicles in the U.S. are driven approximately three trillion miles per year, resulting in ongoing wear and tear and a corresponding continued demand for the repair and maintenance products necessary to keep these vehicles in operation. According to the U.S. Department of Transportation, the number of total miles driven in the U.S. increased 0.9% and 2.1% in 2022 and 2023, respectively, and year-to-date through August of 2024, miles driven have increased 0.9%. Total miles driven can be impacted by macroeconomic factors, including rapid increases in fuel cost, but we are unable to predict the degree of impact these factors may have on miles driven in the future.

Size and Age of the Vehicle Fleet

The total number of vehicles on the road and the average age of the vehicle population heavily influence the demand for products sold within the automotive aftermarket industry. As reported by the Auto Care Association, the total number of registered vehicles increased 14.2% from 2013 to 2023, bringing the number of light vehicles on the road to 284 million by the end of 2023. For the year ended December 31, 2023, the seasonally adjusted annual rate of light vehicle sales in the U.S. (“SAAR”) was approximately 15.8 million vehicles, and for 2024, the SAAR is estimated to be approximately 15.8 million vehicles, contributing to the continued growth in the total number of registered vehicles on the road. From 2013 to 2023, vehicle scrappage rates have remained relatively stable, ranging from 4.1% to 5.7% annually. As a result, over the past decade, the average age of the U.S. vehicle population has increased, growing 10.6%, from 11.3 years in 2013 to 12.5 years in 2023. While the annual changes to the vehicle population resulting from new vehicle sales and the fluctuation in vehicle scrappage rates in any given year represent a small percentage of the total light vehicle population and have a muted impact on the total number and average age of vehicles on the road over the short term, we believe our business benefits from the current environment of elevated new and used vehicle prices, as consumers are more willing to continue to invest in their current vehicle.

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

Inflationary cost pressures impact our business; however, historically we have been successful, in many cases, in reducing the effects of merchandise cost increases, principally by taking advantage of supplier incentive programs, economies of scale resulting from increased volume of purchases and selective forward buying. To the extent our acquisition costs increase due to base commodity price increases or other input cost increases affecting the entire industry, we have typically been able to pass along these cost increases through higher selling prices for the affected products. As a result, we do not believe inflation has had a material adverse effect on our operations.

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

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

RESULTS OF OPERATIONS

Sales:

Sales for the three months ended September 30, 2024, increased $161 million, or 4%, to $4.36 billion from $4.20 billion for the same period one year ago. Sales for the nine months ended September 30, 2024, increased $633 million or 5% to $12.61 billion from $11.98 billion for the same period one year ago. Comparable store sales for stores open at least one year increased 1.5% and 8.7% for the three months ended September 30, 2024 and 2023, respectively. Comparable store sales for stores open at least one year increased 2.4% and 9.4% for the nine months ended September 30, 2024 and 2023, respectively. Comparable store sales are calculated based on the change in sales for U.S. stores open at least one year and exclude sales of specialty machinery, sales to independent parts stores, and sales to Team Members, as well as sales from Leap Day in the nine months ended September 30, 2024. Online sales for ship-to-home orders and pickup in-store orders for U.S. stores open at least one year are included in the comparable store sales calculation. We opened 47 and 111 net, new stores during the three and nine months ended September 30, 2024, respectively, compared to opening 40 and 140 net, new stores during the three and nine months ended September 30, 2023, respectively. Additionally, we began operating 23 stores in Canada from the Vast Auto acquisition during the nine months ended September 30, 2024. We anticipate total new store growth to be 190 to 200 net, new store openings in 2024. We anticipate total new store growth to be 200 to 210 net, new store openings in 2025.

The increase in sales for the three months ended September 30, 2024, was primarily the result of the 1.5% increase in domestic comparable store sales, a $66 million increase in sales from new stores opened in 2023 and 2024 that are not considered comparable stores, and sales from the acquired Vast Auto stores. The increase in sales for the nine months ended September 30, 2024, was primarily the result of 2.4% increase in domestic comparable store sales, a $210 million increase in sales from new stores opened in 2023 and 2024 that are not considered comparable stores, sales from the acquired Vast Auto stores, and sales from one additional day due to Leap Day. Our comparable store sales increases for the three and nine months ended September 30, 2024, were driven by increases in average ticket values for both professional service provider and DIY customers and positive transaction counts from professional service provider customers, partially offset by negative transaction counts from DIY customers. Average ticket values benefited from inflationary increases in average selling prices, as compared to the same periods in 2023. Average ticket values also continue to be positively impacted by the increasing complexity and cost of replacement parts necessary to maintain the current population of better-engineered and more technically advanced vehicles. These better-engineered, more technically advanced vehicles require less frequent repairs, as the component parts are more durable and last for longer periods of time. The resulting decrease in repair frequency creates pressure on customer transaction counts; however, when repairs are needed, the cost of replacement parts is, on average, greater, which is a benefit to average ticket values. The decreases in DIY customer transaction counts were driven by pressured consumer spending on discretionary categories and broader industry pressure in certain repair related hard part categories.

See Note 2 “Business Combination” to the Condensed Consolidated Financial Statements for further information concerning the recent acquisition of Vast Auto. See Note 11 “Revenue” to the Condensed Consolidated Financial Statements for further information concerning the Company’s sales.

Gross profit:

Gross profit for the three months ended September 30, 2024, increased 4% to $2.25 billion (or 51.6% of sales) from $2.16 billion (or 51.4% of sales) for the same period one year ago. Gross profit for the nine months ended September 30, 2024, increased 5% to $6.45 billion (or 51.2% of sales) from $6.14 billion (or 51.2% of sales) for the same period one year ago. The increase in gross profit dollars for the three months ended September 30, 2024, was primarily the result of the increase in comparable store sales at existing stores and sales from new and acquired stores. The increase in gross profit dollars for the nine months ended September 30, 2024, was primarily the result of the increase in comparable store sales at existing stores, sales from new and acquired stores, and one additional day due to Leap Day. The increase in gross profit as a percentage of sales for the three months ended September 30, 2024, was primarily due to improved acquisition costs, partially offset by a greater percentage of our total sales mix being generated from professional service provider customers, which carry a lower gross margin than DIY sales, and the inclusion of the lower gross margin sales from the acquired Vast Auto business. Gross profit as a percentage of sales for the nine months ended September 30, 2024, was flat.

Selling, general and administrative expenses:

Selling, general and administrative expenses (“SG&A”) for the three months ended September 30, 2024, increased 7% to $1.35 billion (or 31.0% of sales) from $1.26 billion (or 30.1% of sales) for the same period one year ago. SG&A for the nine months ended September 30, 2024, increased 7% to $3.94 billion (or 31.2% of sales) from $3.67 billion (or 30.6% of sales) for the same period one year ago. The increase in total SG&A dollars for the three months ended September 30, 2024, was primarily the result of additional Team Members and vehicles to support our increased sales and store count and SG&A associated with the Vast Auto operations. The

increase in total SG&A dollars for the nine months ended September 30, 2024, was primarily the result of additional Team Members and vehicles to support our increased sales and store count, SG&A associated with the Vast Auto acquisition and operations, and one additional day due to Leap Day. The increases in SG&A as a percentage of sales for the three and nine months ended September 30, 2024, were principally due to depreciation costs for the accelerated refreshment of store related capital expenditures and information technology investments.

Operating income:

As a result of the impacts discussed above, operating income for the three months ended September 30, 2024, was $897 million (or 20.5% of sales), which was flat compared to $897 million (or 21.3% of sales) for the same period one year ago. As a result of the impacts discussed above, operating income for the nine months ended September 30, 2024, increased 2% to $2.51 billion (or 19.9% of sales) from $2.47 billion (or 20.6% of sales) for the same period one year ago.

Other income and expense:

Total other expense for the three months ended September 30, 2024, decreased 3% to $49 million (or 1.1% of sales) from $51 million (or 1.2% of sales) for the same period one year ago. Total other expense for the nine months ended September 30, 2024, increased 14% to $153 million (or 1.2% of sales) from $134 million (or 1.1% of sales) for the same period one year ago. The decrease in total other expense for the three months ended September 30, 2024, was the result of an increase in the value of our trading securities, as compared to a decrease in the same period in 2023, partially offset by increased interest expense on higher average outstanding borrowings. The increase in total other expense for the nine months ended September 30, 2024, was the result of increased interest expense on higher average outstanding borrowings. See Note 4 “Fair Value Measurements” to the Condensed Consolidated Financial Statements for further information concerning the Company’s trading securities. See Note 7 “Financing” to the Condensed Consolidated Financial Statements for further information concerning the Company’s borrowings.

Income taxes:

Our provision for income taxes for the three months ended September 30, 2024, decreased 7% to $182 million (21.5% effective tax rate) from $197 million (23.2% effective tax rate) for the same period one year ago. Our provision for income taxes for the nine months ended September 30, 2024, decreased 3% to $524 million (22.2% effective tax rate) from $539 million (23.1% effective tax rate) for the same period one year ago. The decreases in our provision for income taxes and our effective tax rate for the three and nine months ended September 30, 2024, were the result of higher excess tax benefits from share-based compensation in the current period, as compared to the same period one year ago.

Net income:

As a result of the impacts discussed above, net income for the three months ended September 30, 2024, increased 2% to $665 million (or 15.2% of sales) from $650 million (or 15.5% of sales) for the same period one year ago. As results of the impacts discussed above, net income for the nine months ended September 30, 2024, increased 2% to $1.84 billion (or 14.6% of sales) from $1.79 billion (or 15.0% of sales) for the same period one year ago.

Earnings per share:

Our diluted earnings per common share for the three months ended September 30, 2024, increased 6% to $11.41 on 58 million shares from $10.72 on 61 million shares for the same period one year ago. Our diluted earnings per common share for the nine months ended September 30, 2024, increased 7% to $31.14 on 59 million shares from $29.20 on 61 million shares for the same period one year ago.

LIQUIDITY AND CAPITAL RESOURCES

Our long-term business strategy requires capital to maintain and enhance our existing stores, invest to open new stores, fund strategic acquisitions, expand distribution infrastructure, and develop enhanced information technology systems and tools and may include the opportunistic repurchase of shares of our common stock through our Board-approved share repurchase program. Our material cash requirements necessary to maintain the current operations of our long-term business strategy include, but are not limited to, inventory purchases; human capital obligations, including payroll and benefits; contractual obligations, including debt and interest obligations; capital expenditures; payment of income taxes; and other operational priorities. We expect to fund our short- and long-term cash and capital requirements with our primary sources of liquidity, which include funds generated from the normal course of our business operations, borrowings under our unsecured revolving credit facility and our commercial paper program, and senior note offerings. However, there can be no assurance that we will continue to generate cash flows or maintain liquidity at or above recent levels, as we are unable to predict decreased demand for our products or changes in customer buying patterns. Additionally, these factors could also impact our ability to meet the debt covenants of our credit agreement and, therefore, negatively impact the funds available under our unsecured revolving credit facility.

Other than the commitment discussed in Note 13 “Commitments” to the Condensed Consolidated Financial Statements, there have been no material changes to the contractual obligations, to which we are committed, since those discussed in our annual report on Form 10-K for the year ended December 31, 2023.

The following table identifies cash provided by/(used in) our operating, investing and financing activities for the nine months ended September 30, 2024 and 2023 (in thousands):


	For the Nine Months Ended
	September 30,
Liquidity:	2024		2023
Total cash provided by/(used in):
Operating activities	$	2,425,089	$	2,517,655
Investing activities		(883,608)		(749,773)
Financing activities		(1,704,093)		(1,794,694)
Effect of exchange rate changes on cash		(907)		893
Net decrease in cash and cash equivalents	$	(163,519)	$	(25,919)

Capital expenditures	$	732,916	$	753,958
Free cash flow ⁽¹⁾		1,657,129		1,731,695

(1)	Calculated as net cash provided by operating activities, less capital expenditures, excess tax benefit from share-based compensation payments, and investment in tax credit equity investments for the period. See page 24 for the reconciliation of the calculation of free cash flow.

Operating activities:

The decrease in net cash provided by operating activities during the nine months ended September 30, 2024, compared to the same period in 2023, was primarily due to a smaller increase in income taxes payable, due to the timing of tax payments related to benefits from federal renewable energy tax credits, partially offset by an increase in operating income.

Investing activities:

The increase in net cash used in investing activities during the nine months ended September 30, 2024, compared to the same period in 2023, was the result of the acquisition of Vast Auto, partially offset by a decrease in capital expenditures. The decrease in capital expenditures was primarily due to the timing of property acquisitions, closings, construction costs for new stores, partially offset by an increase in the number of owned new store openings in the current period, as compared to the same period in the prior year.

Financing activities:

The decrease in net cash used in financing activities during the nine months ended September 30, 2024, compared to the same period in 2023, was attributable to a lower level of repurchases of our common stock in the current period, the issuance of $500 million aggregate principal amount of senior notes in the current period, and the redemption of $300 million aggregate principal amount of senior notes in the same period in 2023, partially offset by a net paydown on the Company’s commercial paper issuances in the current period versus net borrowings on the Company’s commercial paper program during the same period in 2023.

Debt instruments:

See Note 7 “Financing” to the Condensed Consolidated Financial Statements for information concerning the Company’s credit agreement, unsecured revolving credit facility, outstanding letters of credit, commercial paper program, and unsecured senior notes.

Debt covenants:

The indentures governing our senior notes contain covenants that limit our ability and the ability of certain of our subsidiaries to, among other things, create certain liens on assets to secure certain debt and enter into certain sale and leaseback transactions, and limit our ability to merge or consolidate with another company or transfer all or substantially all of our property, in each case as set forth in the indentures. These covenants are, however, subject to a number of important limitations and exceptions. As of September 30, 2024, we were in compliance with the covenants applicable to our senior notes.

The Credit Agreement contains certain covenants, including limitations on indebtedness, a minimum consolidated fixed charge coverage ratio of 2.50:1.00 and a maximum consolidated leverage ratio of 3.50:1.00. The consolidated fixed charge coverage ratio includes a calculation of earnings before interest, taxes, depreciation, amortization, rent, and non-cash share-based compensation expense to fixed charges. Fixed charges include interest expense, capitalized interest, and rent expense. The consolidated leverage ratio includes a calculation of adjusted debt to earnings before interest, taxes, depreciation, amortization, rent, and non-cash share-based compensation expense. Adjusted debt includes outstanding debt, outstanding stand-by letters of credit, and similar instruments, five-times rent expense and excludes any premium or discount recorded in conjunction with the issuance of long-term debt. In the event that we should default

on any covenant contained within the Credit Agreement, certain actions may be taken, including, but not limited to, possible termination of commitments, immediate payment of outstanding principal amounts plus accrued interest and other amounts payable under the Credit Agreement, and litigation from our lenders.

We had a consolidated fixed charge coverage ratio of 6.14 times and 6.56 times as of September 30, 2024 and 2023, respectively, and a consolidated leverage ratio of 1.85 times and 1.83 times as of September 30, 2024 and 2023, respectively, remaining in compliance with all covenants related to the borrowing arrangements.

The table below outlines the calculations of the consolidated fixed charge coverage ratio and consolidated leverage ratio covenants, as defined in the Credit Agreement governing the Revolving Credit Facility, for the twelve months ended September 30, 2024 and 2023 (dollars in thousands):


		For the Twelve Months Ended
		September 30,
		2024		2023
GAAP net income		$	2,388,054	$	2,322,649
Add:	Interest expense		223,293		187,851
	Rent expense ⁽¹⁾		444,166		417,988
	Provision for income taxes		643,344		656,817
	Depreciation expense		449,207		392,354
	Amortization expense		2,595		4,114
	Non-cash share-based compensation		27,163		29,493
Non-GAAP EBITDAR		$	4,177,822	$	4,011,266

	Interest expense	$	223,293	$	187,851
	Capitalized interest		12,975		6,025
	Rent expense ⁽¹⁾		444,166		417,988
Total fixed charges		$	680,434	$	611,864

Consolidated fixed charge coverage ratio			6.14		6.56

GAAP debt		$	5,359,810	$	5,102,350
Add:	Stand-by letters of credit		127,234		111,732
	Unamortized discount and debt issuance costs		30,190		27,650
	Five-times rent expense		2,220,830		2,089,940
Non-GAAP adjusted debt		$	7,738,064	$	7,331,672

Consolidated leverage ratio			1.85		1.83

(1)	The table below outlines the calculation of Rent expense and reconciles Rent expense to Total lease cost, per Accounting Standard Codification 842 (“ASC 842”) the most directly comparable GAAP financial measure, for the twelve months ended September 30, 2024 and 2023 (in thousands):


		For the Twelve Months Ended
		September 30,
		2024		2023
Total lease cost, per ASC 842		$	530,689	$	495,360
Less:	Variable non-contract operating lease components, related to property taxes and insurance		86,523		77,372
Rent expense		$	444,166	$	417,988

The table below outlines the calculation of Free cash flow and reconciles Free cash flow to Net cash provided by operating activities, the most directly comparable GAAP financial measure, for the nine months ended September 30, 2024 and 2023 (in thousands):


		For the Nine Months Ended
		September 30,
		2024		2023
Cash provided by operating activities		$	2,425,089	$	2,517,655
Less:	Capital expenditures		732,916		753,958
	Excess tax benefit from share-based compensation payments		35,044		27,852
	Investment in tax credit equity investments		—		4,150
Free cash flow		$	1,657,129	$	1,731,695

Free cash flow, the consolidated fixed charge coverage ratio, and the consolidated leverage ratio discussed and presented in the tables above are not derived in accordance with United States generally accepted accounting principles (“GAAP”). We do not, nor do we suggest investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, GAAP financial information. We believe that the presentation of our free cash flow, consolidated fixed charge coverage ratio, and consolidated leverage ratio provides meaningful supplemental information to both management and investors and reflects the required covenants under the Credit Agreement. We include these items in judging our performance and believe this non-GAAP information is useful to investors as well. Material limitations of these non-GAAP measures are that such measures do not reflect actual GAAP amounts. We compensate for such limitations by presenting, in the tables above, a reconciliation to the most directly comparable GAAP measures.

Share repurchase program:

See Note 9 “Share Repurchase Program” to the Consolidated Financial Statements for information on our share repurchase program.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our financial statements in accordance with GAAP requires the application of certain estimates and judgments by management. Management bases its assumptions, estimates, and adjustments on historical experience, current trends and other factors believed to be relevant at the time the condensed consolidated financial statements are prepared. There have been no material changes in the critical accounting estimates since those discussed in our annual report on Form 10-K for the year ended December 31, 2023.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 16 “Recent Accounting Pronouncements” to the Condensed Consolidated Financial Statements for information about recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest rate risk:

We are subject to interest rate risk to the extent we borrow against our unsecured revolving credit facility (the “Revolving Credit Facility”) with variable interest rates based on either an Alternative Base Rate or Adjusted Term SOFR Rate, as defined in the credit agreement governing the Revolving Credit Facility. As of September 30, 2024, we had no outstanding borrowings under our Revolving Credit Facility.

We are also subject to interest rate risk to the extent we issue short-term, unsecured commercial paper notes under our commercial paper program (the “Program”) with variable interest rates. As of September 30, 2024, we had outstanding borrowings under the Program in the amount of $40.0 million, at the weighted-average variable interest rate of 4.980%. At this borrowing level, a 10% increase in interest rates would have had an unfavorable annual impact on our pre-tax earnings and cash flows in the amount of $0.2 million.

Cash equivalents risk:

We invest certain of our excess cash balances in short-term, highly-liquid instruments with maturities of 90 days or less. We do not expect any material losses from our invested cash balances and we believe that our interest rate exposure is minimal. As of September 30, 2024, our cash and cash equivalents totaled $115.6 million.

Foreign currency risk:

Foreign currency exposures arising from transactions include firm commitments and anticipated transactions denominated in a currency other than our entities’ functional currencies. To minimize our risk, we generally enter into transactions denominated in the respective

functional currencies. Our foreign currency exposure arises from Mexican peso-denominated and Canadian dollar-denominated revenues and profits and their respective translations into U.S. dollars.

We view our investments in Mexican subsidiaries as long-term. The net asset exposure in the Mexican subsidiaries translated into U.S. dollars using the period-end exchange rates was $330.9 million at September 30, 2024. The period-end exchange rate of the Mexican peso, relative to the U.S. dollar, weakened by approximately 13.8% from December 31, 2023. The potential loss in value of our net assets in the Mexican subsidiaries resulting from a 10% change in quoted foreign currency exchange rates at September 30, 2024, would be approximately $30.1 million. Any changes in our net assets in the Mexican subsidiaries relating to foreign currency exchange rates would be reflected in the financial statements through the foreign currency translation component of accumulated other comprehensive income, unless the Mexican subsidiaries are sold or otherwise disposed. A 10% change in average exchange rates would not have had a material impact on our results of operations.

We view our investments in Canadian subsidiaries as long-term. The net asset exposure in the Canadian subsidiaries translated into U.S. dollars using the period-end exchange rates was $175.6 million at September 30, 2024. The period-end exchange rate of the Canadian dollar, relative to the U.S. dollar, weakened by approximately 2.1% from December 31, 2023. The potential loss in value of our net assets in the Canadian subsidiaries resulting from a 10% change in quoted foreign currency exchange rates at September 30, 2024, would be approximately $16.0 million. Any changes in our net assets in the Canadian subsidiaries relating to foreign currency exchange rates would be reflected in the financial statements through the foreign currency translation component of accumulated other comprehensive income, unless the Canadian subsidiaries are sold or otherwise disposed. A 10% change in average exchange rates would not have had a material impact on our results of operations.

Our market risks have not materially changed since those discussed in our annual report on Form 10-K for the year ended December 31, 2023.

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

CHANGES IN INTERNAL CONTROLS

There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

As of September 30, 2024, there have been no material changes to the risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2023.

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

The Company had no sales of unregistered securities during the nine months ended September 30, 2024. The following table identifies all repurchases during the three months ended September 30, 2024, of any of the Company’s securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, by or on behalf of the Company or any affiliated purchaser (in thousands, except per share data):


				Total Number of	Maximum Dollar Value
	Total	Average		Shares Purchased as	of Shares that May Yet
	Number of	Price Paid		Part of Publicly	Be Purchased Under the
Period	Shares Purchased	per Share		Announced Programs	Programs ⁽¹⁾
July 1, 2024, to July 31, 2024	247	$	1,043.47	247	$	1,250,892
August 1, 2024, to August 31, 2024	130		1,123.29	130		1,104,360
September 1, 2024, to September 30, 2024	121		1,125.30	121	$	967,707
Total as of September 30, 2024	498	$	1,084.28	498

(1)

The authorization under the share repurchase program that currently has capacity is scheduled to expire on November 16, 2026. No other share repurchase programs existed during the nine months ended September 30, 2024. See Note 9 “Share Repurchase Program” to the Condensed Consolidated Financial Statements for further information on our share repurchases.

Item 5. Other Information

None of the Company’s Directors or Officers adopted, modified, or terminated a Rule 10b5-1 trading agreement or a non-Rule 10b5-1 trading agreement, as defined in Item 408(c) of Regulation S-K, during the Company’s fiscal quarter ended September 30, 2024.

Item 6. Exhibits

Exhibit No.		Description
3.1		Second Amended and Restated Articles of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 19, 2020, is incorporated herein by this reference.
3.2		Fourth Amended and Restated Bylaws of the Registrant, filed as Exhibit 3.3 to the Registrant’s Current Report on Form 8-K dated May 19, 2020, is incorporated herein by this reference.
4.1		Sixth Supplemental Indenture, dated as of August 19, 2024, by and between O’Reilly Automotive, Inc. and U.S. Bank Trust Company, National Association, as Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated August 19, 2024, is incorporated herein by this reference.
4.2		Form of Note for 5.000% Senior Notes due 2034, included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated August 19, 2024, is incorporated herein by this reference.
31.1		Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2		Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1 *		Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
32.2 *		Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
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*		Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K.

SIGNATURES

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


	O’REILLY AUTOMOTIVE, INC.

November 8, 2024	/s/	Brad Beckham
Date	Brad Beckham
	Chief Executive Officer
	(Principal Executive Officer)

November 8, 2024	/s/	Jeremy A. Fletcher
Date	Jeremy A. Fletcher
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)