8-K

O REILLY AUTOMOTIVE INC (ORLY)

8-K 2022-10-26 For: 2022-10-26
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): October 26, 2022

O’Reilly Automotive, Inc.

(Exact name of registrant as specified in its charter)

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

233 South Patterson Avenue

Springfield , Missouri **** 65802

(Address of principal executive offices, Zip code)

( 417 ) 862-6708

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of Securities Act of 1933 (230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Section 2 – Financial Information

Item 2.02 – Results of Operations and Financial Condition

On October 26, 2022, O’Reilly Automotive, Inc. (the “Company”) issued a press release announcing its 2022 third quarter earnings.  The text of the press release is attached hereto as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits

Exhibit Number Description
99.1 Press release dated October 26, 2022
104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

The information in this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

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 hereunto duly authorized.

Date: October 26, 2022 O’REILLY AUTOMOTIVE, INC.
By: /s/ Jeremy A. Fletcher
Jeremy A. Fletcher
Executive Vice President and Chief Financial Officer
(principal financial and accounting officer)

Exhibit 99.1

Graphic

FOR IMMEDIATE RELEASE


O’REILLY AUTOMOTIVE, INC. REPORTS THIRD QUARTER 2022 RESULTS


Third quarter comparable store sales growth of 7.6%, three-year stack increase of 31.2%
14% increase in third quarter diluted earnings per share to $9.17
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$2.4 billion net cash provided by operating activities year-to-date
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Springfield, MO, October 26, 2022 – O’Reilly Automotive, Inc. (the “Company” or “O’Reilly”) (Nasdaq:  ORLY), a leading retailer in the automotive aftermarket industry, today announced record revenue and earnings for its third quarter ended September 30, 2022.

3^rd^ Quarter Financial Results

Greg Johnson, O’Reilly’s President and CEO, commented, “We are pleased to report very strong performance in the third quarter, highlighted by a 7.6% increase in comparable store sales and an incredible three-year stacked comparable store sales increase of 31.2%.  Our Team’s relentless focus on providing excellent service to our customers drove the robust sales strength in the quarter.  Team O’Reilly once again delivered double-digit growth in our professional business for the quarter, while also driving low single-digit DIY sales growth.  Our Team’s outstanding top-line performance, coupled with a steadfast commitment to expense control, resulted in a 14% increase in third quarter diluted earnings per share to $9.17, which represents a three-year compounded annual growth rate of 22%.  I would like to take this opportunity to thank each of our over 84,000 Team Members for their continued hard work and unwavering commitment to providing unsurpassed levels of customer service – your dedication to our business and our customers remains the key to O’Reilly’s ongoing success.”

Sales for the third quarter ended September 30, 2022, increased $319 million, or 9%, to $3.80 billion from $3.48 billion for the same period one year ago.  Gross profit for the third quarter increased 6% to $1.93 billion (or 50.9% of sales) from $1.82 billion (or 52.3% of sales) for the same period one year ago.  Selling, general and administrative expenses (“SG&A”) for the third quarter increased 6% to $1.13 billion (or 29.8% of sales) from $1.06 billion (or 30.6% of sales) for the same period one year ago.  Operating income for the third quarter increased 7% to $804 million (or 21.2% of sales) from $755 million (or 21.7% of sales) for the same period one year ago.

Net income for the third quarter ended September 30, 2022, increased $27 million, or 5%, to $585 million (or 15.4% of sales) from $559 million (or 16.1% of sales) for the same period one year ago.  Diluted earnings per common share for the third quarter increased 14% to $9.17 on 64 million shares versus $8.07 on 69 million shares for the same period one year ago.

Year-to-Date Financial Results

Mr. Johnson continued, “Year to date, we have opened 154 net, new stores across 38 U.S. states and Mexico, and we remain on track to reach our target of approximately 180 net, new store openings in 2022.  Our Team of highly-trained and technically proficient Professional Parts People continues to drive strong new store performance, and we remain very confident in our ability to profitably grow in both existing and new market areas.  We are pleased to announce our 2023 new store opening target of 180 to 190 net, new stores, an increase over our 2022 growth, as we look forward to expanding the O’Reilly footprint and extending our long track record of profitable growth.” ​

Sales for the first nine months of 2022 increased $729 million, or 7%, to $10.77 billion from $10.04 billion for the same period one year ago.  Gross profit for the first nine months of 2022 increased 5% to $5.53 billion (or 51.3% of sales) from $5.29 billion (or 52.7% of sales) for the same period one year ago.  SG&A for the first nine months of 2022 increased 7% to $3.26 billion (or 30.2% of sales) from $3.04 billion (or 30.3% of sales) for the same period one year ago.  Operating income for the first nine months of 2022 increased 1% to $2.27 billion (or 21.1% of sales) from $2.24 billion (or 22.3% of sales) for the same period one year ago.

Net income for the first nine months of 2022 decreased $2 million to $1.64 billion (or 15.3% of sales) from $1.65 billion (or 16.4% of sales) for the same period one year ago.  Diluted earnings per common share for the first nine months of 2022 increased 7% to $25.08 on 66 million shares versus $23.45 on 70 million shares for the same period one year ago.

3^rd^ Quarter Comparable Store Sales Results

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.  Online sales for ship-to-home orders and pick-up-in-store orders for U.S. stores open at least one year are included in the comparable store sales calculation.  Comparable store sales increased 7.6% for the third quarter ended September 30, 2022, on top of 6.7% for the same period one year ago.  Comparable store sales increased 5.6% for the nine months ended September 30, 2022, on top of 12.9% for the same period one year ago.

Share Repurchase Program

During the third quarter ended September 30, 2022, the Company repurchased 1.0 million shares of its common stock, at an average price per share of $683.09, for a total investment of $710 million. During the first nine months of 2022, the Company repurchased 4.4 million shares of its common stock, at an average price per share of $646.61, for a total investment of $2.86 billion. Subsequent to the end of the third quarter and through the date of this release, the Company repurchased an additional 0.2 million shares of its common stock, at an average price per share of $727.12, for a total investment of $161 million.  The Company has repurchased a total of 90.2 million shares of its common stock under its share repurchase program since the inception of the program in January of 2011 and through the date of this release, at an average price of $219.14, for a total aggregate investment of $19.77 billion.  As of the date of this release, the Company had approximately $483 million remaining under its current share repurchase authorization.

​ ​

Updated Full-Year 2022 Guidance

The table below outlines the Company’s updated guidance for selected full-year 2022 financial data:

**** For the Year Ending
**** December 31, 2022
Comparable store sales 4.5% to 5.5%
Total revenue $14.1 billion to $14.3 billion
Gross profit as a percentage of sales 50.8% to 51.3%
Operating income as a percentage of sales 20.3% to 20.6%
Effective income tax rate 23.0%
Diluted earnings per share ^(1)^ $32.35 to $32.85
Net cash provided by operating activities $2.5 billion to $3.0 billion
Capital expenditures $550 million to $650 million
Free cash flow ^(2)^ $1.8 billion to $2.1 billion
(1) Weighted-average shares outstanding, assuming dilution, used in the denominator of this calculation, includes share repurchases made by the Company through the date of this release.
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(2) Free cash flow is a non-GAAP financial measure.  The table below reconciles Free cash flow guidance to Net cash provided by operating activities guidance, the most directly comparable GAAP financial measure:
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For the Year Ending
(in millions) December 31, 2022
Net cash provided by operating activities $ 2,540 to $ 2,960
Less: Capital expenditures 550 to 650
Excess tax benefit from share-based compensation payments 10 to 20
Investment in tax credit equity investments 180 to 190
Free cash flow $ 1,800 to $ 2,100

Non-GAAP Information

This release contains certain financial information not derived in accordance with United States generally accepted accounting principles (“GAAP”).  These items include adjusted debt to earnings before interest, taxes, depreciation, amortization, share-based compensation and rent (“EBITDAR”) and free cash flow.  The Company does not, nor does it suggest investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, GAAP financial information.  The Company believes that the presentation of adjusted debt to EBITDAR and free cash flow provide meaningful supplemental information to both management and investors that is indicative of the Company’s core operations.  The Company has included a reconciliation of this additional information to the most comparable GAAP measure in the table above and the selected financial information below.

Earnings Conference Call Information

The Company will host a conference call on Thursday, October 27, 2022, at 10:00 a.m. Central Time to discuss its results as well as future expectations.  Investors may listen to the conference call live on the Company’s website at www.OReillyAuto.com by clicking on “Investor Relations” and then “News Room.”  Interested analysts are invited to join the call.  The dial-in number for the call is (404) 400-0571 and the conference call identification number is 61519118#.  A replay of the conference call will be available on the Company’s website through Thursday, October 26, 2023.

About O’Reilly Automotive, Inc.

O’Reilly Automotive, Inc. was founded in 1957 by the O’Reilly family and is one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, equipment and accessories in the United States, serving both the do-it-yourself and professional service provider markets.  Visit the Company’s website at www.OReillyAuto.com for additional information about O’Reilly, including access to online shopping and current promotions, store locations, hours and services, employment opportunities and other programs.  As of September 30, 2022, the Company operated 5,910 stores in 47 U.S. states and 28 stores in Mexico.

Forward-Looking Statements

The Company claims 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 press release that are not historical facts are forward-looking statements, such as statements discussing, among other things, expected growth, store development, integration and expansion strategy, business strategies, future revenues and future performance.  These forward-looking statements are based on estimates, projections, beliefs and assumptions and are not guarantees of future events and results.  Such statements are subject to risks, uncertainties and assumptions, including, but not limited to, the COVID-19 pandemic or other public health crises; the economy in general; inflation; consumer debt levels; product demand; 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; historical growth rate sustainability; our ability to hire and retain qualified employees; risks associated with the performance of acquired businesses; information security and cyber-attacks; 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 the annual report on Form 10-K for the year ended December 31, 2021, and subsequent Securities and Exchange Commission filings for additional factors that could materially affect the Company’s financial performance.  Forward-looking statements speak only as of the date they were made and the Company undertakes 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.

For further information contact: Investor & Media Contacts
Mark Merz (417) 829-5878
Eric Bird (417) 868-4259

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O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

September 30, 2022 September 30, 2021 December 31, 2021
**** (Unaudited) **** (Unaudited) **** (Note)
Assets
Current assets:
Cash and cash equivalents $ 67,060 $ 449,302 $ 362,113
Accounts receivable, net **** 338,122 282,883 272,562
Amounts receivable from suppliers **** 135,584 110,882 113,112
Inventory **** 4,137,945 3,646,988 3,686,383
Other current assets **** 82,045 72,154 70,092
Total current assets **** 4,760,756 4,562,209 4,504,262
Property and equipment, at cost **** 7,291,681 6,874,639 6,948,038
Less: accumulated depreciation and amortization **** 2,947,861 2,672,954 2,734,523
Net property and equipment **** 4,343,820 4,201,685 4,213,515
Operating lease, right-of-use assets **** 2,109,581 2,011,115 1,982,478
Goodwill **** 881,102 878,872 879,340
Other assets, net **** 142,769 135,504 139,112
Total assets $ 12,238,028 $ 11,789,385 $ 11,718,707
Liabilities and shareholders’ deficit
Current liabilities:
Accounts payable $ 5,574,098 $ 4,608,549 $ 4,695,312
Self-insurance reserves **** 142,390 122,551 128,794
Accrued payroll **** 109,095 89,095 107,588
Accrued benefits and withholdings **** 167,452 288,134 234,872
Income taxes payable **** 63,916 158,481
Current portion of operating lease liabilities **** 360,529 336,962 337,832
Other current liabilities **** 423,999 385,982 370,217
Total current liabilities **** 6,841,479 **** 5,989,754 5,874,615
Long-term debt **** 4,370,772 3,826,073 3,826,978
Operating lease liabilities, less current portion **** 1,809,241 1,729,013 1,701,757
Deferred income taxes **** 218,087 172,807 175,212
Other liabilities **** 203,912 212,591 206,568
Shareholders’ equity (deficit):
Common stock, $0.01 par value:
Authorized shares – 245,000,000 ****
Issued and outstanding shares –
62,798,821 as of September 30, 2022,
67,684,615 as of September 30, 2021, and
67,029,042 as of December 31, 2021 628 677 670
Additional paid-in capital **** 1,292,725 1,296,358 1,305,508
Retained deficit **** (2,494,833) (1,430,060) (1,365,802)
Accumulated other comprehensive loss (3,983) (7,828) (6,799)
Total shareholders’ deficit **** (1,205,463) (140,853) (66,423)
Total liabilities and shareholders’ deficit $ 12,238,028 $ 11,789,385 $ 11,718,707

Note:  The balance sheet at December 31, 2021, 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. ​

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

**** For the Three Months Ended **** For the Nine Months Ended
**** September 30, **** September 30,
**** 2022 **** 2021 **** 2022 **** 2021
Sales $ 3,798,619 $ 3,479,570 $ 10,765,367 $ 10,036,070
Cost of goods sold, including warehouse and distribution expenses **** 1,863,657 1,661,330 **** 5,237,615 4,750,657
Gross profit **** 1,934,962 1,818,240 **** 5,527,752 5,285,413
Selling, general and administrative expenses **** 1,130,768 1,063,641 **** 3,255,478 3,044,126
Operating income **** 804,194 754,599 **** 2,272,274 2,241,287
Other income (expense):
Interest expense **** (43,164) (34,873) **** (115,389) (110,036)
Interest income **** 1,435 485 **** 2,627 1,478
Other, net **** (616) 318 **** (7,104) 4,961
Total other expense **** (42,345) (34,070) **** (119,866) (103,597)
Income before income taxes **** 761,849 720,529 **** 2,152,408 2,137,690
Provision for income taxes **** 176,411 161,877 **** 508,330 491,978
Net income $ 585,438 $ 558,652 $ 1,644,078 $ 1,645,712
Earnings per share-basic:
Earnings per share $ 9.25 $ 8.14 $ 25.30 $ 23.67
Weighted-average common shares outstanding – basic **** 63,288 68,608 **** 64,979 69,529
Earnings per share-assuming dilution:
Earnings per share $ 9.17 $ 8.07 $ 25.08 $ 23.45
Weighted-average common shares outstanding – assuming dilution **** 63,860 69,240 **** 65,566 70,174

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O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Nine Months Ended
September 30,
2022 2021
Operating activities:
Net income $ 1,644,078 $ 1,645,712
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, equipment and intangibles **** 258,048 237,654
Amortization of debt discount and issuance costs **** 3,490 3,294
Deferred income taxes **** 42,673 18,053
Share-based compensation programs **** 18,913 18,544
Other **** 716 1,803
Changes in operating assets and liabilities:
Accounts receivable **** (69,965) (56,743)
Inventory **** (450,991) 6,420
Accounts payable **** 878,501 424,710
Income taxes payable **** 73,853 141,273
Other **** (46,296) 124,607
Net cash provided by operating activities **** 2,353,020 2,565,327
Investing activities:
Purchases of property and equipment **** (388,820) (340,687)
Proceeds from sale of property and equipment **** 10,829 6,643
Investment in tax credit equity investments (5,262) (1,795)
Other **** (448) (1,897)
Net cash used in investing activities **** (383,701) (337,736)
Financing activities:
Proceeds from borrowings on revolving credit facility **** 785,800
Payments on revolving credit facility **** (785,800)
Proceeds from the issuance of long-term debt **** 847,314
Principal payments on long-term debt (300,000) (300,000)
Payment of debt issuance costs **** (6,442) (3,404)
Repurchases of common stock **** (2,861,557) (2,007,161)
Net proceeds from issuance of common stock **** 56,575 67,361
Other **** (350) (313)
Net cash used in financing activities **** (2,264,460) (2,243,517)
Effect of exchange rate changes on cash 88 (412)
Net decrease in cash and cash equivalents **** (295,053) (16,338)
Cash and cash equivalents at beginning of the period **** 362,113 465,640
Cash and cash equivalents at end of the period $ 67,060 $ 449,302
Supplemental disclosures of cash flow information:
Income taxes paid $ 392,490 $ 333,360
Interest paid, net of capitalized interest **** 99,674 107,971

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O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

SELECTED FINANCIAL INFORMATION

(Unaudited)

For the Twelve Months Ended
September 30,
Adjusted Debt to EBITDAR: 2022 2021
(In thousands, except adjusted debt to EBITDAR ratio)
GAAP debt $ 4,370,772 $ 3,826,073
Add: Letters of credit **** 101,741 83,985
Discount on senior notes **** 6,481 4,531
Debt issuance costs **** 22,747 19,396
Six-times rent expense **** 2,318,454 2,206,056
Adjusted debt $ 6,820,195 $ 6,140,041
GAAP net income $ 2,163,051 $ 2,038,657
Add: Interest expense **** 150,121 148,385
Provision for income taxes **** 633,581 598,962
Depreciation and amortization **** 348,611 320,779
Share-based compensation expense **** 25,025 24,229
Rent expense ^(i)^ **** 386,409 367,676
EBITDAR $ 3,706,798 $ 3,498,688
Adjusted debt to EBITDAR **** 1.84 1.75

(i) The table below outlines the calculation of Rent expense and reconciles Rent expense to Total lease cost, per ASC 842, the most directly comparable GAAP financial measure, for the twelve months ended September 30, 2022 and 2021 (in thousands):
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Total lease cost, per ASC 842, for the twelve months ended September 30, 2022 $ 460,299
Less: Variable non-contract operating lease components, related to property taxes and insurance, for the twelve months ended September 30, 2022 73,890
Rent expense for the twelve months ended September 30, 2022 $ 386,409
Total lease cost, per ASC 842, for the twelve months ended September 30, 2021 $ 438,205
Less: Variable non-contract operating lease components, related to property taxes and insurance, for the twelve months ended September 30, 2021 70,529
Rent expense for the twelve months ended September 30, 2021 $ 367,676

September 30,
2022 2021
Selected Balance Sheet Ratios:
Inventory turnover ^(1)^ **** 1.7 1.7
Average inventory per store (in thousands) ^(2)^ $ 697 $ 633
Accounts payable to inventory ^(3)^ **** 134.7 % 126.4 %

For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Reconciliation of Free Cash Flow (in thousands):
Net cash provided by operating activities $ 961,047 $ 852,495 $ 2,353,020 $ 2,565,327
Less: Capital expenditures **** 159,899 118,080 **** 388,820 340,687
Excess tax benefit from share-based compensation payments **** 8,481 12,141 **** 14,300 28,956
Investment in tax credit equity investments 1,182 27 5,262 1,795
Free cash flow $ 791,485 $ 722,247 $ 1,944,638 $ 2,193,889

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For the Three Months Ended For the Nine Months Ended For the Twelve Months Ended
September 30, September 30, September 30,
**** 2022 2021 **** 2022 2021 **** 2022 2021
Store Count:
Beginning domestic store count **** 5,873 5,710 **** 5,759 5,594 **** 5,740 5,592
New stores opened **** 38 30 **** 153 148 **** 172 153
Stores closed **** (1) **** (2) (2) **** (2) (5)
Ending domestic store count 5,910 5,740 5,910 5,740 5,910 5,740
Beginning Mexico store count 27 22 25 22 22 21
New stores opened 1 3 6 1
Ending Mexico store count 28 22 28 22 28 22
Total ending store count **** 5,938 5,762 **** 5,938 5,762 **** 5,938 5,762

For the Three Months Ended For the Twelve Months Ended
September 30, September 30,
**** 2022 2021 2022 2021
Store and Team Member Information: **** ^(4)^
Total employment **** 84,050 80,536
Square footage (in thousands) 44,373 43,035
Sales per weighted-average square foot ^(5)^ $ 84.54 $ 79.73 $ 316.37 $ 299.31
Sales per weighted-average store (in thousands) ^(6)^ $ 634 $ 597 $ 2,373 $ 2,231

(1) Calculated as cost of goods sold for the last 12 months divided by average inventory.  Average inventory is calculated as the average of inventory for the trailing four quarters used in determining the denominator.
(2) Calculated as inventory divided by store count at the end of the reported period.
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(3) Calculated as accounts payable divided by inventory.
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(4) Represents O’Reilly’s U.S. operations only.
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(5) Calculated as sales less jobber sales, divided by weighted-average square footage.  Weighted-average square footage is determined by weighting store square footage based on the approximate dates of store openings, acquisitions, expansions or closures.
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(6) Calculated as sales less jobber sales, divided by weighted-average stores.  Weighted-average stores is determined by weighting stores based on their approximate dates of openings, acquisitions or closures.
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