Edgar Filing: O REILLY AUTOMOTIVE INC

ORLY-2013.12.31-10K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K



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

For the fiscal year ended December 31, 2013



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

For the transition period from ________ to ________

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)

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



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

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained here, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer x Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

At February 24, 2014, an aggregate of 106,364,924 shares of common stock of the registrant was outstanding. As of that date, the aggregate market value of the voting stock held by non-affiliates of the Company was approximately $16,366,370,856 based on the last sale price of the common stock reported by The NASDAQ Global Select Market.

At June 30, 2013, an aggregate of 108,886,775 shares of the common stock of the registrant was outstanding. As of that date, the aggregate market value of the voting stock held by non-affiliates of the Company was approximately $12,262,828,601 based on the last price of the common stock reported by The NASDAQ Global Select Market.

DOCUMENTS INCORPORATED BY REFERENCE

As indicated below, portions of the registrant's documents specified below are incorporated here by reference:



Document		Form 10-K Part
Proxy Statement for 2014 Annual Meeting of Shareholders (to be filed pursuant to Regulation 14A within 120 days of the end of registrant's most recently completed fiscal year)		Part III

O'Reilly Automotive, Inc.

Form 10-K

For the Year Ended December 31, 2013

Table of Contents



		Page
Part I
Item 1.	Business	3
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	17
Item 2.	Properties	18
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosures	19

Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item 6.	Selected Financial Data	22
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	40
Item 8.	Financial Statements and Supplementary Data	41
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	72
Item 9A.	Controls and Procedures	72
Item 9B.	Other Information	72

Part III
Item 10.	Directors, Executive Officers and Corporate Governance	73
Item 11.	Executive Compensation	73
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	73
Item 13.	Certain Relationships and Related Transactions, and Director Independence	74
Item 14.	Principal Accounting Fees and Services	74

Part IV
Item 15.	Exhibits and Financial Statement Schedules	75

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 “expect,” “believe,” “anticipate,” “should,” “plan,” “intend,” “estimate,” “project,” “will” or similar words. In addition, statements contained within this annual 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, competition, product demand, the market for auto parts, the economy in general, inflation, consumer debt levels, governmental regulations, our increased debt levels, credit ratings on public debt, our ability to hire and retain qualified employees, risks associated with the performance of acquired businesses, weather, terrorist activities, war and the threat of war. Actual results may materially differ from anticipated results described or implied in these forward-looking statements. Please refer to the “Risk Factors” section of this annual report on Form 10-K for the year ended December 31, 2013, 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.

PART I

Item 1. Business

GENERAL INFORMATION

O'Reilly Automotive, Inc. and its subsidiaries, collectively “we,” “O’Reilly,” or the “Company,” is one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, equipment and accessories in the United States, selling our products to both do-it-yourself (“DIY”) and professional service provider customers, our “dual market strategy”. The business was founded in 1957 by Charles F. O'Reilly and his son, Charles H. ''Chub'' O'Reilly, Sr. and initially operated from a single store in Springfield, Missouri. Our common stock has traded on The NASDAQ Global Select Market under the symbol “ORLY” since April 22, 1993.

At December 31, 2013, we operated 4,166 stores in 42 states. Our stores carry an extensive product line, including the products identified below:


•	new and remanufactured automotive hard parts, such as alternators, starters, fuel pumps, water pumps, brake system components, batteries, belts, hoses, temperature control, chassis parts and engine parts;


•	maintenance items, such as oil, antifreeze, fluids, filters, wiper blades, lighting, engine additives and appearance products; and


•	accessories, such as floor mats, seat covers and truck accessories.

Our stores offer many enhanced services and programs to our customers, such as those identified below:


•	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


•	machine shops

See "Risk Factors" beginning on page 15 for a description of certain risks relevant to our business. These risk factors include, among others, deteriorating economic conditions, competition in the automotive aftermarket business, our sensitivity to regional economic and weather conditions, future growth assurance, our dependence upon key and other personnel, our relationships with key vendors and availability of key products, our acquisition strategies, complications in our distribution centers (“DC”s), failure to achieve high levels of services and products, the effect of sales of shares of our common stock eligible for future sale, unanticipated fluctuations in our quarterly results, the volatility of the market price of our common stock, increased debt levels, a downgrade in our credit ratings, data security, and environmental legislation and other regulations.

OUR BUSINESS

Our goal is to continue to achieve growth in sales and profitability by capitalizing on our competitive advantages and executing our growth strategy. We remain confident in our ability to continue 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, including customer service and expense control. Our intent is to be the dominant auto parts provider in all the markets we serve, by providing superior customer service and significant value to both DIY and professional service provider customers.

Competitive Advantages

We believe our effective dual market strategy, superior customer service, technically proficient store personnel, strategic distribution systems and experienced management team make up our key competitive advantages which cannot be easily duplicated.

Proven Ability to Execute Our Dual Market Strategy:

Over the past 30 years, we have established a track record of effectively serving, at a high level, both DIY and professional service provider customers. We believe our proven ability to effectively execute a dual market strategy is a unique competitive advantage. The execution of this strategy enables us to better compete by targeting a larger base of consumers of automotive aftermarket parts, capitalizing on our existing retail and distribution infrastructure, operating profitably in both large markets and less densely populated geographic areas that typically attract fewer competitors, and enhancing service levels offered to DIY customers through the offering of a broad inventory and the extensive product knowledge required by professional service providers.

In 2013, we derived approximately 58% of our sales from our DIY customers and approximately 42% of our sales from our professional service provider customers. We believe we will continue to increase our sales to professional service provider customers at a faster pace than the increase in our sales to DIY customers due to the more fragmented nature of the professional service provider business, which offers a greater opportunity for consolidation, the opportunities for growth in our less mature markets, and our systems, knowledge and experience serving the professional service provider side of the automotive aftermarket, supported by 600 full-time sales staff dedicated solely to calling upon and servicing the professional service provider customer. We believe we will continue to have a competitive advantage on the professional service provider portion of our business over our competitors who do not have the same historical track record of serving the professional service provider. We will also continue to expand and enhance the level of offerings focused on the growth of our DIY business and will continue to execute our proven dual market strategy.

Superior Customer Service:

We seek to provide our customers with an efficient and pleasant in-store experience by maintaining attractive stores in convenient locations with a wide selection of automotive products. We believe that the satisfaction of DIY and professional service provider customers is substantially dependent upon our ability to provide, in a timely fashion, the specific automotive products requested. Accordingly, each O'Reilly store carries a broad selection of automotive products designed to cover a wide range of vehicle applications. We continuously refine the inventory levels and assortments carried in each of our stores, based in large part on the sales movement tracked by our inventory control system, market vehicle registration data, failure rates and management's assessment of the changes and trends in the marketplace. We have no material backorders for the products we sell.

We seek to attract new DIY and professional service provider customers and to retain existing customers by offering superior customer service, the key elements of which are identified below:


•	superior in-store service through highly-motivated, technically-proficient store personnel (“Professional Parts People”) using an advanced point-of-sale system


•	an extensive selection and availability of products


•	attractive stores in convenient locations


•	competitive pricing, supported by a good, better, best product assortment designed to meet all of our customers’ quality and value preferences


•	a robust point-of-sale system integrated with our proprietary electronic catalog, which contains a wide variety of product images, schematics and technical specifications, and equips our Team Members with highly effective tools to source products in our extensive supply network

Technically Proficient Professional Parts People:

Our highly-motivated, technically-proficient Professional Parts People provide us with a significant competitive advantage, particularly over less specialized retail operators. We require our Professional Parts People to undergo extensive and ongoing training and to be technically knowledgeable, particularly with respect to hard parts, in order to better serve the technically-oriented professional service provider customers with whom they interact on a daily basis. Such technical proficiency also enhances the customer service we provide to our DIY customers who value the expert assistance provided by our Professional Parts People.

Strategic Regional Tiered Distribution Network:

We believe our commitment to a robust, regional, tiered distribution network provides superior replenishment and access to hard-to-find parts and enables us to optimize product availability and inventory levels throughout our store network. Our strategic regional tiered distribution network includes DCs and Hub stores. Our inventory management and distribution systems electronically link each of our stores to one or more DCs, which provides for efficient inventory control and management. We currently operate 24 regional DCs, which provide our stores with same-day or overnight access to an average of 147,000 stock keeping units (“SKUs”), many of which are hard-to-find items not typically stocked by other auto parts retailers. To augment our robust DC network, we operate 266 Hub stores that also provide delivery service and same-day access to an average of 43,000 SKUs to other stores within the surrounding area. We believe this timely access to a broad range of products is a key competitive advantage in satisfying customer demand and generating repeat business.

Experienced Management Team:

Our Company philosophy is to “promote from within” and the vast majority of our senior management, district managers and store managers have been promoted from within the Company. We augment this promote from within philosophy by pursuing strategic hires with a strong emphasis on automotive aftermarket experience. We have a strong management team comprised of senior management with 166 professionals who average 18 years of service; 210 corporate managers who average 16 years of service; and 404 district managers who average 12 years of service. Our management team has demonstrated the consistent ability to successfully execute our business plan and growth strategy by generating 21 consecutive years of record revenues and earnings and positive comparable store sales results since becoming a public company in April of 1993.

Growth Strategy

Aggressively Open New Stores:

We intend to continue to consolidate the fragmented automotive aftermarket. During 2013, we opened 190 net, new stores and we plan to open approximately 200 net, new stores in 2014, which will increase our penetration in existing markets and allow for expansion into new, contiguous markets. The sites for these new stores have been identified, and to date, we have not experienced significant difficulties in locating suitable sites for construction of new stores or identifying suitable acquisition targets for conversion to O'Reilly stores. We typically open new stores by (i) constructing a new facility or renovating an existing one on property we purchase or lease and stocking the new store with fixtures and inventory, (ii) acquiring an independently owned auto parts store, typically by the purchase of substantially all of the inventory and other assets (other than realty) of such store, or (iii) purchasing multi-store chains. New store sites are strategically located in clusters within geographic areas that complement our distribution network in order to achieve economies of scale in management, advertising and distribution. Other key factors we consider in the site selection process include population density and growth patterns, demographic lifestyle segmentation, age and per capita income, vehicle traffic counts, number and type of existing automotive repair facilities, competing auto parts stores within a predetermined radius, and the operational strength of such competitors.

We target both small and large markets for expansion of our store network. While we have faced, and expect to continue to face, aggressive competition in the more densely populated markets, we believe we have competed effectively, and are well positioned to continue to compete effectively, in such markets and to achieve our goal of continued profitable sales growth within these markets. We also believe that with our dual market strategy, we are better able to operate stores in less densely populated areas, which would not otherwise support a national chain store selling primarily to the retail automotive aftermarket. Therefore, we continue to pursue opening new stores in less densely populated market areas as part of our growth strategy.

Grow Sales in Existing Stores:

Profitable same store sales growth is also an important part of our growth strategy. To achieve improved sales and profitability at existing O'Reilly stores, we continually strive to improve the service provided to our customers. We believe that while competitive pricing is an essential component of successful growth in the automotive aftermarket business, it is customer satisfaction, whether of the DIY consumer or professional service provider, resulting from superior customer service that generates increased sales and profitability.

Selectively Pursue Strategic Acquisitions:

The automotive aftermarket industry is still highly fragmented and we believe the ability of national auto parts chains, such as ourselves, to operate more efficiently and proficiently than smaller independent operators will result in continued industry consolidation. Our intention is to continue to selectively pursue strategic acquisition targets that will strengthen our position as a leading automotive aftermarket parts supplier in existing markets and provide a springboard for expansion into new markets.

Continually Enhance Store Design and Location:

Our current prototype store design features enhancements such as optimized square footage, higher ceilings, more convenient interior store layouts, improved in-store signage, brighter lighting, increased parking availability and dedicated counters to serve professional service providers, each designed to increase sales and operating efficiencies and enhance overall customer service. We continually update the location and condition of our store network through systematic renovation and relocation of our existing stores to enhance store performance. During 2013, we relocated 19 stores and renovated 57 stores. We believe that our ability to consistently achieve growth

in same store sales is due in part to our commitment to maintaining an attractive store network, which is strategically located to best serve our customers.

Continually Enhance the Growth and Functionality of Our E-Commerce Website:

Our user-friendly website, www.oreillyauto.com, allows our customers to search product and repair content, check the in-store availability of our products, and place orders for either home delivery or in-store pickup. We continue to enhance the functionality of our website to provide our customers with a friendly and convenient shopping experience, as well as a robust product and repair content information resource, which will continue to build the O’Reilly Brand.

Team Members

As of January 31, 2014, we employed 62,533 Team Members (31,771 full-time Team Members and 30,762 part-time Team Members), of whom 53,317 were employed at our stores, 6,613 were employed at our DCs and 2,603 were employed at our corporate and regional offices. A union represents 50 stores (535 Team Members) in the Greater Bay Area in California, and has for many years. In addition, approximately 66 Team Members who drive over-the-road trucks in two of our DCs are represented by a labor union. Except for these Team Members, our Team Members are not represented by labor unions. Our tradition for 57 years has been to treat all of our Team Members with honesty and respect and to commit significant resources to instill in them our “Live Green” Culture, which emphasizes the importance of each Team Member’s contribution to the success of O’Reilly. This focus on professionalism and fairness has created an industry-leading team and we consider our relations with our Team Members to be excellent.

Store Network

Store Locations and Size:

As a result of our dual market strategy, we are able to profitably operate in both large, densely populated markets and small, less densely populated areas that would not otherwise support a national chain selling primarily to the retail automotive aftermarket. Our stores, on average, carry approximately 24,000 SKUs and average approximately 7,000 total square feet in size. At December 31, 2013, we had a total of approximately 30 million square feet in our 4,166 stores. Our stores are served primarily by the nearest DC, which averages 147,000 SKUs, but also have same-day access to the broad selection of inventory available at one of our 266 Hub stores, which, on average, carry approximately 43,000 SKUs and average approximately 10,000 square feet in size.

We believe that our stores are ''destination stores'' generating their own traffic rather than relying on traffic created by the presence of other stores in the immediate vicinity. Consequently, most of our stores are freestanding buildings or prominent end caps situated on or near major traffic thoroughfares, and offer ample parking, easy customer access and are generally located in close proximity to our professional service provider customers.

The following table sets forth the geographic distribution and activity of our stores as of December 31, 2013 and 2012:



	December 31, 2012			2013 Net, New and Acquired Stores			December 31, 2013
State	Store Count	% of Total Store Count		Store Change	% of Total Store Change		Store Count	% of Total Store Count		Cumulative % of Total Store Count
Texas	584	14.7	%	19	10.0	%	603	14.5	%	14.5	%
California	483	12.1	%	15	7.9	%	498	12.0	%	26.5	%
Missouri	183	4.6	%	2	1.1	%	185	4.4	%	30.9	%
Georgia	167	4.2	%	6	3.2	%	173	4.2	%	35.1	%
Illinois	147	3.7	%	12	6.2	%	159	3.8	%	38.9	%
Tennessee	142	3.6	%	6	3.2	%	148	3.6	%	42.5	%
Washington	145	3.6	%	2	1.1	%	147	3.5	%	46.0	%
North Carolina	130	3.3	%	3	1.6	%	133	3.2	%	49.2	%
Arizona	130	3.3	%	1	0.5	%	131	3.1	%	52.3	%
Ohio	115	2.9	%	15	7.9	%	130	3.0	%	55.3	%
Michigan	110	2.8	%	10	5.3	%	120	2.9	%	58.2	%
Oklahoma	112	2.8	%	3	1.6	%	115	2.8	%	61.0	%
Alabama	112	2.8	%	1	0.5	%	113	2.7	%	63.7	%
Minnesota	109	2.7	%	3	1.6	%	112	2.7	%	66.4	%
Indiana	95	2.4	%	9	4.6	%	104	2.5	%	68.9	%
Arkansas	101	2.5	%	1	0.5	%	102	2.4	%	71.3	%
Louisiana	90	2.3	%	6	3.2	%	96	2.3	%	73.6	%
Wisconsin	87	2.2	%	8	4.2	%	95	2.3	%	75.9	%
Florida	58	1.5	%	32	16.7	%	90	2.2	%	78.1	%
Colorado	84	2.1	%	2	1.1	%	86	2.1	%	80.2	%
South Carolina	72	1.8	%	6	3.2	%	78	1.9	%	82.1	%
Kansas	72	1.8	%	2	1.1	%	74	1.8	%	83.9	%
Mississippi	72	1.8	%	0	0.0	%	72	1.7	%	85.6	%
Iowa	67	1.7	%	1	0.5	%	68	1.6	%	87.2	%
Kentucky	65	1.6	%	2	1.1	%	67	1.6	%	88.8	%
Utah	56	1.4	%	1	0.5	%	57	1.4	%	90.2	%
Oregon	48	1.2	%	4	2.1	%	52	1.3	%	91.5	%
Nevada	48	1.2	%	2	1.1	%	50	1.2	%	92.7	%
Virginia	40	1.0	%	6	3.2	%	46	1.1	%	93.8	%
New Mexico	41	1.0	%	3	1.6	%	44	1.1	%	94.9	%
Maine	35	0.9	%	0	0.0	%	35	0.8	%	95.7	%
Idaho	33	0.8	%	1	0.5	%	34	0.8	%	96.5	%
Nebraska	30	0.8	%	2	1.1	%	32	0.7	%	97.2	%
Montana	24	0.6	%	0	0.0	%	24	0.6	%	97.8	%
New Hampshire	18	0.5	%	0	0.0	%	18	0.4	%	98.2	%
Wyoming	16	0.4	%	1	0.5	%	17	0.4	%	98.6	%
North Dakota	13	0.3	%	0	0.0	%	13	0.3	%	98.9	%
Alaska	13	0.3	%	0	0.0	%	13	0.3	%	99.2	%
Hawaii	11	0.3	%	1	0.5	%	12	0.3	%	99.5	%
South Dakota	11	0.3	%	1	0.5	%	12	0.3	%	99.8	%
West Virginia	4	0.1	%	1	0.5	%	5	0.1	%	99.9	%
Massachusetts	3	0.1	%	0	0.0	%	3	0.1	%	100.0	%
Total	3,976	100.0	%	190	100.0	%	4,166	100.0	%

Store Layout:

We utilize a computer-assisted store layout system to provide a uniform and consistent retail merchandise presentation and customize our hard-parts inventory assortment to meet the specific needs of a particular market area. Front room merchandise is arranged to provide easy customer access, maximum selling space and to prominently display high-turnover products and accessories to customers. To ensure the best customer experience possible, we have selectively implemented bilingual in-store signage based on the demographics in each store’s geographic area. Aisle displays and end caps are used to feature high-demand, seasonal merchandise, new items and advertised specials.

Store Automation:

To enhance store-level operations, customer service and reliability, we use Linux servers and IBM I-Series computer systems in our stores. These systems are linked with the I-Series computers located in each of our DCs. Our point-of-sale system provides immediate access to our electronic catalog, part images, schematics and pricing information by make, model and year of vehicle and uses barcode scanning technology to price our merchandise. This system speeds transaction times, reduces the customer’s checkout time, ensures accuracy and provides enhanced customer service. Moreover, our store automation systems capture detailed sales information which assists in store management, strategic planning, inventory control and distribution efficiency.

New Store Site Selection:

In selecting sites for new stores, we seek to strategically locate store sites in clusters within geographic areas in order to achieve economies of scale in management, advertising and distribution. Other key factors we consider in the site selection process are identified below:


•	population density;


•	demographics including age, ethnicity, life style and per capita income;


•	market economic strength, retail draw and growth patterns;


•	number, age and percent of makes and models of registered vehicles;


•	the number, type and sales potential of existing automotive repair facilities;


•	the number of auto parts stores and other competitors within a predetermined radius and the operational strength of such competitors;


•	physical location, traffic count, size, economics and presentation of the site;


•	financial review of adjacent existing locations; and


•	the type and size of store that should be developed.

When entering new, more densely populated markets, we generally seek to initially open several stores within a short span of time in order to maximize the effect of initial promotional programs and achieve economies of scale. After opening this initial cluster of new stores, we seek to begin penetrating the less densely populated surrounding areas. As these store clusters mature, we evaluate the need to open additional locations in the more densely populated markets where we believe opportunities exist to expand our market share or to improve the level of service provided in high volume areas. This strategy enables us to achieve additional distribution and advertising efficiencies in each market.

Management Structure

Each of our stores is staffed with a store manager and one or more assistant managers, in addition to parts specialists, retail and/or installer service specialists and other positions required to meet the specific needs of each store. Each of our 404 district managers has general supervisory responsibility for an average of ten stores, which provides our stores with a strong amount of operational support.

Store and district managers complete a comprehensive training program to ensure each has a thorough understanding of customer service, leadership, inventory management and store profitability, as well as all other sales and operational aspects of our business model. Store and district managers are also required to complete a structured training program that is specific to their position, including attending a week-long manager development program at the corporate headquarters in Springfield, Missouri. Store and district managers also receive continuous training through online assignments, field workshops, regional meetings and our annual managers' conference.

We provide financial incentives to all store Team Members through incentive compensation programs. Under our incentive compensation programs, base salary is augmented by incentive compensation based on individual and/or store sales and profitability. In addition, each of our district managers participates in our stock option and bonus programs, and store managers participate in bonus programs based on their store’s performance. We believe our incentive compensation programs significantly increase the motivation and overall performance of our store Team Members and enhance our ability to attract and retain qualified management and other personnel.

Professional Parts People

We believe our highly trained team of Professional Parts People is essential in providing superior customer service to both DIY and professional service provider customers. Because a significant portion of our business is from professional service provider customers, our Professional Parts People are required to be highly technically proficient in automotive products. In addition, we have found that

the typical DIY customer often seeks assistance from a Professional Parts Person, particularly when purchasing hard parts. The ability of our Professional Parts People to provide such assistance to the DIY customer creates a favorable impression and is a significant factor in generating repeat DIY business.

We screen prospective Team Members to identify highly motivated individuals who either have experience with automotive parts or repairs, or automotive aptitude. New store Team Members go through a comprehensive orientation focused on the culture of our Company as well as the requirements for their specific job position. Additionally, during their first year of employment, our parts specialists go through extensive automotive systems and product knowledge training to ensure they are able to provide the highest level of service to our customers. Once all of the required training has been satisfied, our parts specialists become eligible to take the O’Reilly Certified Parts Professional test. Passing the O’Reilly test helps prepare them to become certified by the National Institute for Automotive Service Excellence (ASE).

All of our stores have the ability to service professional service provider customers. For this reason, select Team Members in each store complete extensive sales call training with a regional field sales manager. Afterward, these Team Members spend at least one day per week calling on existing and potential professional service provider customers. Additionally, each Team Member engaged in such sales activities participates in quarterly advanced training programs for sales and business development.

Distribution Systems

We believe that our tiered distribution model provides industry-leading parts availability and store in-stock positions, while lowering our inventory carrying costs and controlling inventory. Moreover, we believe the ongoing, significant capital investments made in our DC network allows us to efficiently service new stores that are planned to open in contiguous market areas as well as servicing our existing store network. Our distribution expansion strategy complements our new store opening strategy by supporting newly established clusters of stores and additional penetration into existing markets in the regions surrounding each DC. As of December 31, 2013, we had a total growth capacity of over 225 stores in our distribution center network, which increased by 300 stores with the completion of our Lakeland, Florida DC in January of 2014, and will increase by 250 stores with the completion of our Chicago, Illinois, DC in the second half of 2014 and 210 net stores with the relocation of our existing Lewiston, Maine, DC to a facility in Devens, Massachusetts, in the second half of 2014. Including this planned growth, we expect to end the year in 2014 with a total growth capacity in our distribution system of over 750 stores.

Distribution Centers:

As of December 31, 2013, we operated 24 DCs comprised of approximately 8.6 million operating square feet (see the "Properties" table in Item 2 of this Form 10-K for a detailed listing of DC operating square footages). Our DCs electronically receive orders from computers located in each of our stores. Our DCs stock an average of 147,000 SKUs and most DCs are linked to and have the ability to access multiple other regional DCs’ on-hand inventory. Our DCs provide five-night-a-week delivery, primarily via a Company-owned fleet, to all of our stores in the continental United States. In addition, stores within an individual DC's metropolitan area receive multiple daily deliveries from the DC's “city counter”, most of which receive this service seven days per week. Our DCs also provide weekend service not only to stores they service via their city counters, but also to strategic Hub locations, which redistribute to surrounding stores. Our national Hub store network provides additional service throughout the week, and on weekends, to surrounding stores. With our planned DC expansion during 2014, we expect to end the year in 2014 operating 26 DCs comprised of approximately 9.9 million operating square feet.

As part of our continuing efforts to enhance our distribution network in 2014, we plan to:


•	continue to implement voice picking technology in additional DCs;


•	continue to implement our warehouse management system in additional DCs;


•	continue to implement enhanced routing software to further enhance logistics efficiencies;


•	continue to implement labor management software to improve DC productivity and overall operating efficiency;


•	develop further automated paperless picking processes;


•	improve proof of delivery systems to further increase the accuracy of product movement to our stores;


•	continue to define and implement best practices in all DCs;


•	make proven, return-on-investment based capital enhancements to material handling equipment in DCs including conveyor systems, picking modules and lift equipment; and


•	expand our distribution network by adding two additional new DCs to our network and relocating one DC to a larger, state-of-the art facility.

Hub stores:

We currently operate 266 strategically located Hub stores. In addition to serving DIY and professional service provider customers in their markets, Hub stores also provide delivery service to our other stores within the surrounding area and access to an expanded selection of SKUs on a same-day basis. Our Hub stores average approximately 10,000 square feet and carry an average of 43,000 SKUs.

Products and Purchasing

Our stores offer DIY and professional service provider customers a wide selection of brand name, house brands and private label products for domestic and imported automobiles, vans and trucks. Our merchandise generally consists of nationally recognized, well-advertised, premium name brand products such as AC Delco, Armor All, Bosch, BWD, Cardone, Castrol, Gates Rubber, Monroe, Moog, Pennzoil, Prestone, Quaker State, STP, Turtle Wax, Valvoline, Wagner, and Wix. In addition to name brand products, our stores carry a wide variety of high-quality house brands and private label products under our BestTest®, BrakeBest®, Import Direct®, Master Pro®, Micro-Gard®, Murray®, Omnispark®, O’Reilly Auto Parts®, Precision®, Power Torque®, Super Start®, and Ultima® brands. Our house brand and private label products are produced by nationally recognized manufacturers and meet or exceed original equipment manufacturer specifications and provide a great combination of quality and value – a characteristic important to our DIY customers.

We have no long-term contractual purchase commitments with any of our vendors, nor have we experienced difficulty in obtaining satisfactory alternative supply sources for automotive parts. We believe that alternative supply sources exist at competitive costs, for substantially all of the automotive products that we sell. It is our policy to take advantage of payment and seasonal purchasing discounts offered by our vendors and to utilize extended dating terms available from vendors. Again in 2013, we entered into various programs and arrangements with certain vendors that provided for extended dating and payment terms for inventory purchases. As a whole, we consider our relationships with our vendors to be very good.

We purchase automotive products in substantial quantities from over 500 vendors, the five largest of which accounted for approximately 24% of our total purchases in 2013. Our largest vendor in 2013 accounted for approximately 7% of our total purchases and the next four largest vendors each accounted for approximately 3% to 6% of our total purchases.

Marketing

Marketing to the DIY Customer:

We use an integrated marketing program, which includes television, radio, direct mail and newspaper distribution, in-store, online, and social media promotions, and sports and event sponsorships to aggressively attract DIY customers. The marketing strategy we employ is highly effective and has led to a measurable increase in awareness of the O’Reilly Brand across our geographic footprint. We utilize a combination of brand and product/price messaging to drive retail traffic and purchases, which frequently coincide with key sales events.

To stimulate sales among racing enthusiasts, who we believe individually spend more on automotive products than the general public, we sponsored multiple nationally-televised races and over 1,500 grassroots, local, and regional motorsports events throughout 42 states during 2013. We were the title sponsor of two National Association for Stock Car Racing (“NASCAR”) National series events in Texas and four National Hot Rod Association (“NHRA”) races across the country.

During the fall and winter months, we strategically sponsor National Collegiate Athletic Association (“NCAA”) basketball. Our relationships with over 30 NCAA teams and tournaments have resulted in prominently-displayed O’Reilly logos on TV-visible signs throughout the season.

Through an expanded use of Spanish language radio, print, and outdoor advertising, as well as sponsorships of over 45 local and regional festivals and events, we demonstrated our commitment to increasing marketing efforts that are targeted toward the Spanish speaking auto parts consumer.

In 2013, we continued our dedicated problem/solution communication strategy, which encourages vehicle owners to perform regular maintenance as a way to save money and protect their automotive investment over the long term. This highly relevant message resonates with consumers and establishes O’Reilly as their source for the parts they need and excellent customer service.

In 2013, we launched our O’Reilly O’Rewards® DIY customer loyalty program. The program provides members with the opportunity to earn points through purchases and other special events and allows members to redeem those points toward coupons, which provide discounts on future merchandise purchases in our stores. The programs allow us to enhance engagement with our customers to earn more of their business and target promotions tailored to their specific needs and purchasing patterns, while also rewarding our customers for their continued business.

Marketing to the Professional Service Provider Customer:

We have over 600 full-time O’Reilly sales representatives strategically located across our market areas as part of our First Call® program. Each sales representative is dedicated solely to calling upon, selling to and servicing our professional service provider customers. Targeted marketing materials such as flyers, quick reference guides and catalogs are produced and distributed on a regular basis to professional service providers, paint and body shops and fleet customers. Our industry-leading First Call program enables our sales representatives,

district managers, and store managers to provide excellent customer service to each of our professional service provider accounts by providing the products and services identified below:


•	broad selection of merchandise at competitive prices


•	dedicated Professional Service Specialists in our stores


•	multiple, daily deliveries from our stores


•	same-day or overnight access to an average of 147,000 SKUs through seven day store inventory replenishments


•	separate service counter and phone line in our stores dedicated exclusively to service professional service providers


•	trade credit for qualified accounts


•	Mitchell shop management systems


•	First Call Online, a dedicated Internet based catalog and ordering system designed to connect professional service providers directly to our inventory system


•	training and seminars covering topics of interest, such as technical updates, safety and general business management


•	access to a comprehensive inventory of products and equipment needed to operate and maintain their shop


•	Certified Auto Repair Center Program, a program that provides professional service providers with business tools they can utilize to profitably grow and market their shops

Marketing to the Independently Owned Parts Store:

Along with the daily operation and management of the DCs and the distribution of automotive products to our stores, Ozark Automotive Distributors, Inc., our wholly owned subsidiary (“Ozark”), also sells automotive products directly to independently owned parts stores (“jobber stores”) throughout our trade areas. These jobber stores are generally located in areas not directly serviced by an O'Reilly store. Ozark administers a dedicated and distinct marketing program specifically targeted to jobber stores.

Approximately 181 jobber stores currently purchase automotive products from Ozark and participate in our Parts City Auto Parts program, our proprietary jobber service program. As a participant in these programs, a jobber store, which meets certain financial and operational standards, is permitted to indicate its Parts City Auto Parts membership through the display of trademarked logo that is owned by Ozark. In return for a commitment to purchase automotive products from Ozark, we provide computer software for business management, competitive pricing, advertising, marketing and sales assistance to Parts City Auto Parts affiliate stores.

Pricing

We believe that competitive pricing is essential to successfully operate in the automotive aftermarket business. Product pricing is generally established to compete with the pricing of competitors in the market area served by each store. Most automotive products that we sell are priced based upon a combination of competitor price comparisons and internal gross margin targets and are generally sold at a discount to the manufacturer’s suggested retail price with additional savings offered through volume discounts and special promotional pricing. Consistent with our low price guarantee, each of our stores will match any verifiable price on any in-stock product of the same or comparable quality offered by our competitors in the same market area.

Customer Payments and Returns Policy

Our stores accept cash, checks, debit and credit cards. We also grant credit to many professional service provider customers who meet our pre-established credit requirements. Some of the factors considered in our pre-established credit requirements include customer creditworthiness, past transaction history with the customer, current economic and industry trends and changes in customer payment terms. No customer accounted for ten percent or more of our consolidated net sales, nor do we have any dependence on any single customer.

We accept product returns for new products, core products and warranty/defective products.

INDUSTRY ENVIRONMENT

The automotive aftermarket industry includes all products and services purchased for light- and heavy-duty vehicles after the original sale. The total size of the automotive aftermarket is estimated to be approximately $239 billion, according to the Automotive Aftermarket Industry Association (“AAIA”). This market is made up of four segments – labor share of professional service provider sales, auto parts share of professional service provider sales, DIY sales and tire sales. O’Reilly’s addressable market within this industry is approximately $136 billion, which includes the auto parts share of professional service provider sales and DIY sales. We do not sell tires or perform for-fee automotive repairs or installations.

Competition

The sale of automotive aftermarket items is highly competitive in many areas, including customer service, product availability, store location, brand recognition and price. We compete in both the DIY and professional service provider portions of the automotive aftermarket and are one of the largest specialty retailers within that market. We compete primarily with the stores identified below:


•	national retail and wholesale automotive parts chains (such as AutoZone, Inc., Advance Auto Parts, NAPA, CARQUEST and the Pep Boys - Manny, Moe and Jack, Inc.)


•	regional retail and wholesale automotive parts chains


•	independently owned parts stores


•	wholesalers or jobber stores (some of which are associated with national automotive parts distributors or associations such as NAPA, CARQUEST, Bumper to Bumper and Auto Value)


•	automobile dealers


•	mass merchandisers that carry automotive replacement parts, maintenance items and accessories (such as Wal-Mart Stores, Inc.)

We compete on the basis of customer service, which includes merchandise selection and availability, technical proficiency and helpfulness of store personnel, price, store layout and convenient and accessible store locations. Our dual market strategy requires significant capital to support, such as the capital expenditures required for our distribution and store networks and working capital needed to maintain inventory levels necessary for providing products to both the DIY and professional service provider portions of the automotive aftermarket.

Inflation and Seasonality

We have been successful, in many cases, in reducing the effects of merchandise cost increases principally by taking advantage of vendor 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 industry wide, we have typically been able to pass along these increased costs through higher retail prices for the affected products. As a result, we do not believe our operations have been materially, adversely affected by inflation.

To some extent our business is seasonal, primarily as a result of the impact of weather conditions on customer buying patterns. Store sales, profits and inventory levels 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.

Regulations

We are subject to federal, state and local laws and governmental regulations relating to our business, including those related to the handling, storage and disposal of hazardous substances, the recycling of batteries and used lubricants, and the ownership and operation of real property.

As part of our operations, we handle hazardous materials in the ordinary course of business and our customers may bring hazardous materials onto our property in connection with, for example, our oil and battery recycling programs. We currently provide a recycling program for batteries and the collection of used lubricants at certain stores as a service to our customers pursuant to agreements with third-party vendors. The batteries and used lubricants are collected by our Team Members, deposited into vendor-supplied containers and pallets, and then disposed of by the third-party vendors. In general, our agreements with such vendors contain provisions that are designed to limit our potential liability under applicable environmental regulations for any damage or contamination, which may be caused by the batteries and lubricants to off-site properties (including as a result of waste disposal) and to our properties, when caused by the vendor.

Compliance with any such laws and regulations has not had a material adverse effect on our operations to date. However, we cannot give any assurance that we will not incur significant expenses in the future in order to comply with any such laws or regulations.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following paragraphs discuss information about our executive officers who are not also directors:

Greg Henslee, age 53, President and Chief Executive Officer, has been an O’Reilly Team Member for 29 years. Mr. Henslee’s O’Reilly career started as a parts specialist, and during his first five years he served in several positions in retail store operations, including district manager. From there he advanced to Computer Operations Manager, and over the next 15 years, he served as Director of Computer Operations/Loss Prevention, Vice President of Store Operations and as Senior Vice President. In 1999, he became President of Merchandise, Distribution, Information Systems and Loss Prevention, and in 2005, he became Chief Executive Officer and Co-President.

Mr. Henslee has held the position of Chief Executive Officer since 2005, held the position of Co-President between the years of 2005 and 2012, and has held the position of President since January of 2013.

Thomas McFall, age 43, Executive Vice President of Finance and Chief Financial Officer, has been an O’Reilly Team Member since 2006 and has held his position as Chief Financial Officer during this time. Mr. McFall’s primary areas of responsibility are Finance, Accounting, Information Systems, Risk Management and Human Resources. Prior to joining O’Reilly, Mr. McFall held the position of Chief Financial Officer – Midwest Operation for CSK Auto Corporation ("CSK"), following CSK’s acquisition of Murray’s Discount Auto Stores (“Murray’s”). Mr. McFall served Murray’s for eight years as Controller, Vice President of Finance, and Chief Financial Officer, with direct responsibility for finance and accounting, distribution and logistics operations. Prior to joining Murray’s, Mr. McFall was an Audit Manager with Ernst & Young, LLP in Detroit, Michigan.

Jeff Shaw, age 51, Executive Vice President of Store Operations and Sales, has been an O'Reilly Team Member for 25 years. Mr. Shaw's primary areas of responsibility are Store Operations and Sales. His O'Reilly career started as a Parts Specialist, and has progressed through the roles of Store Manager, District Manager, Regional Manager and Vice President of the Southern division. He advanced to Vice President of Sales and Operations in 2003 and Senior Vice President of Sales and Operations in 2004. Mr. Shaw has held the position of Executive Vice President of Store Operations and Sales since January of 2013.

Ted F. Wise, age 63, Executive Vice President of Expansion, has been an O’Reilly Team Member for 43 years. Mr. Wise’s primary area of responsibility is Real Estate. He began his O’Reilly career in sales in 1970, was promoted to Store Manager in 1973 and became our first District Manager in 1977. He continued his progression with O’Reilly as Operations Manager, Vice President, Senior Vice President of Operations and Sales, and Executive Vice President. He was promoted to President of Sales, Operations and Real Estate in 1999, and in 2005 became Chief Operating Officer and Co-President, until January of 2013 when he became Executive Vice President of Expansion.

Tony Bartholomew, age 52, Senior Vice President of Professional Sales, has been an O’Reilly Team Member for 31 years. Mr. Bartholomew’s primary area of responsibility is Professional Sales. His O’Reilly career started as a Delivery Specialist and has progressed through Parts Specialist, Assistant Manager, Night Manager, Merchandising set up crew Supervisor, Equipment Sales Manager and Regional Field Sales Manager. In 1998, Mr. Bartholomew became the Director of Southern Division Sales and then in 2003 assumed the role of Vice President of Professional Sales. Mr. Bartholomew has held the position of Senior Vice President of Professional Sales since January of 2013.

Stephen L. Jasinski, age 48, Senior Vice President of Information Systems, has been an O’Reilly Team Member for 21 years. Mr. Jasinski’s primary area of responsibility is Information Systems. His O’Reilly career started as a Programmer. Mr. Jasinski advanced to Manager, responsible for retail, pricing and warehouse management programming development. From there, he was promoted to Director of Systems Development and in early 2004, promoted to Vice President of Information Systems responsible for information systems, PC support, store support services and telecommunications. Mr. Jasinski has held the position of Senior Vice President of Information Systems since January of 2013.

Gregory D. Johnson, age 48, Senior Vice President of Distribution Operations, has been an O’Reilly Team Member for 31 years. Mr. Johnson’s primary area of responsibility is Distribution and Logistics. He began his O’Reilly career as a part-time stocker in the Nashville DC in 1982 and advanced with O’Reilly as Retail Systems Manager, WMS Systems Development Manager, Director of Distribution and Vice President of Distribution. Mr. Johnson has held the position of Senior Vice President since 2007.

Randy Johnson, age 58, Senior Vice President of Inventory Management, has been an O’Reilly Team Member for 40 years. Mr. Johnson’s primary area of responsibility is Inventory Management, Purchasing, Logistics, and Store Design. He began his career in a DC in 1973, working in the stocking, shipping and will call counter departments, and was promoted to Customer Service Manager in 1976. He continued to progress with the development of the inventory control department as Inventory Control Manager and Vice President of Store Inventory Management. Mr. Johnson has held the position of Senior Vice President of Inventory Management since 2010.

Michael Swearengin, age 53, Senior Vice President of Merchandise, has been an O'Reilly Team Member for 20 years. Mr. Swearengin's primary areas of responsibility are Merchandise, Pricing and Advertising. His O'Reilly career started as an employee in a store later acquired by O’Reilly, he then became Product Manager, a position he held for four years. From there he advanced to Senior Product Manager, Director of Merchandise and Vice President of Merchandise with responsibility for product mix and replenishment. Mr. Swearengin has held the position of Senior Vice President since 2004.

SERVICE MARKS AND TRADEMARKS

We have registered, acquired and/or been assigned the following service marks and trademarks: BESTEST®, BETTER PARTS. BETTER PRICES.®, BETTER PARTS, BETTER PRICES....EVERYDAY!®, BRAKEBEST®, CERTIFIED AUTO REPAIR®, CUSTOMIZE YOUR RIDE®, FIRST CALL®, FROM OUR STORE TO YOUR DOOR®, HI-LO®, IMPORT DIRECT®, IPOLITE®, MASTER PRO®, MASTER PRO REFINISHING®, MICRO-GARD®, MILES AHEAD®, MURRAY®, O®, OMNISPARK®, O’REILLY®,

O’REILLY AUTO COLOR PROFESSIONAL PAINT PEOPLE®, O’REILLY AUTO PARTS®, O’REILLY AUTO PARTS PROFESSIONAL PARTS PEOPLE®, O’REILLY AUTOMOTIVE®, O'REILLY O'REWARDS®, O’REILLY RACING®, O'REWARDS®, PARTNERSHIP NETWORK®, PARTS CITY®, PARTS CITY AUTO COLOR PROFESSIONAL PAINT PEOPLE®, PARTS CITY AUTO PARTS®, PARTS CITY TOOL BOX®, PARTS PAYOFF®, POWER TORQUE®, PRECISION®, QUIETECH®, REAL WORLD TRAINING®, SERIOUS ABOUT YOUR CAR…SO ARE WE!®, SUPER START®, TOOLBOX®, ULTIMA®, CSK PROSHOP®, FLAG®, KRAGEN AUTO PARTS®, MURRAY’S AUTO PARTS®, PRIORITY PARTS®, PROXONE®, SCHUCK’S®, WE’RE THE PLACE WITH ALL THE PARTS®, MURRAY’S VIP PROGRAM®, PAY N $AVE®. Some of the service marks and trademarks listed above may also have a design associated therewith. Each of the service marks and trademarks are in duration for as long as we continue to use and seek renewal of such marks – the duration of each of these service marks and trademarks is typically between five and ten years per renewal. We believe that our business is not otherwise dependent upon any patent, trademark, service mark or copyright.

Solely for convenience, our service marks and trademarks may appear in this report without the ® or ™ symbol, which is not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights or the right to these service marks and trademarks.

AVAILABLE INFORMATION

Our Internet address is www.oreillyauto.com. Interested readers can access, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, through the Securities and Exchange Commission website at www.sec.gov and searching with our ticker symbol “ORLY”. Such reports are generally available the day they are filed. Upon request, we will furnish interested readers a paper copy of such reports free of charge by contacting Mark Merz, Director of External Reporting and Investor Relations, at 233 South Patterson Avenue, Springfield, Missouri, 65802.

Item 1A. Risk Factors

Our future performance is subject to a variety of risks and uncertainties. Although the risks described below are the risks that we believe are material, there may also be risks of which we are currently unaware, or that we currently regard as immaterial based upon the information available to us that later may prove to be material. Interested parties should be aware that the occurrence of the events described in these risk factors, elsewhere in this Form 10-K and in our other filings with the Securities and Exchange Commission could have a material adverse effect on our business, operating results and financial condition. Actual results, therefore, may materially differ from anticipated results described in our forward-looking statements.

Deteriorating economic conditions may adversely impact demand for our products, reduce access to credit and cause our customers and others with which we do business to suffer financial hardship, all of which could adversely impact our business, results of operations, financial condition and cash flows.

In recent years, worldwide economic conditions have deteriorated significantly in many countries and regions, including the United States, and such conditions may worsen in the foreseeable future. Although demand for many of our products is primarily non-discretionary in nature and tend to be purchased by consumers out of necessity, rather than on an impulse basis, our sales are impacted by constraints on the economic health of our customers. The economic health of our customers is affected by many factors, including, among others, general business conditions, interest rates, inflation, consumer debt levels, the availability of consumer credit, currency exchange rates, taxation, fuel prices, unemployment levels and other matters that influence consumer confidence and spending. Many of these factors are outside of our control. Our customers’ purchases, including purchases of our products, could decline during periods when income is lower, when prices increase in response to rising costs, or in periods of actual or perceived unfavorable economic conditions. If any of these events occur, or if unfavorable economic conditions challenge the consumer environment, our business, results of operations, financial condition and cash flows could be adversely affected.

Overall demand for products sold in the automotive aftermarket is dependent upon many factors including the total number of vehicle miles driven in the U.S., the total number of registered vehicles in the U.S., the age and quality of these registered vehicles and the level of unemployment in the U.S. Adverse changes in these factors could lead to a decreased level of demand for our products, which could negatively impact our business, results of operations, financial condition and cash flows.

In addition, economic conditions, including decreased access to credit, may result in financial difficulties leading to restructurings, bankruptcies, liquidations and other unfavorable events for our customers, suppliers, logistics and other service providers and financial institutions which are counterparties to our credit facilities. Also, the ability of these third parties to overcome these difficulties may increase. If third parties, on whom we rely for merchandise, are unable to overcome difficulties resulting from the deterioration in economic conditions and provide us with the merchandise we need, or if counterparties to our credit facilities do not perform their obligations, our business, results of operations, financial condition and cash flows could be adversely affected.

The automotive aftermarket business is highly competitive, and we may have to risk our capital to remain competitive.

Both the DIY and professional service provider portions of our business are highly competitive, particularly in the more densely populated areas that we serve. Some of our competitors are larger than we are and have greater financial resources. In addition, some of our competitors are smaller than we are, but have a greater presence than we do in a particular market. We may have to expend more resources and risk additional capital to remain competitive. For a list of our principal competitors, see the “Competition” section of Item 1 of this annual report on Form 10-K.

We are sensitive to regional economic and weather conditions that could impact our costs and sales.

Our business is sensitive to national and regional economic and weather conditions and natural disasters. Unusually inclement weather, such as significant rain, snow, sleet, freezing rain, flooding, seismic activity and hurricanes, has historically discouraged our customers from visiting our stores during the affected period and reduced our sales, particularly to DIY customers. Extreme weather conditions, such as extreme heat and extreme cold temperatures, may enhance demand for our products due to increased failure rates of our customers’ automotive parts, while temperate weather conditions may have a lesser impact on failure rates of automotive parts. In addition, our stores and DCs located in coastal regions may be subject to increased insurance claims resulting from regional weather conditions and our results of operations and financial condition could be adversely affected.

We cannot assure future growth will be achieved.

We believe that our ability to open additional, profitable stores at a high growth rate will be a significant factor in achieving our growth objectives for the future. Our ability to accomplish our growth objectives is dependent, in part, on matters beyond our control, such as weather conditions, zoning and other issues related to new store site development, the availability of qualified management personnel and general business and economic conditions. We cannot be sure that our growth plans for 2014 and beyond will be achieved. Failure to achieve our growth objectives may negatively impact the trading price of our common stock. For a discussion of our growth strategies, see the “Growth Strategy” section of Item 1 of this annual report on Form 10-K.

In order to be successful, we will need to retain and motivate key employees.

Our success has been largely dependent on the efforts of certain key personnel. In order to be successful, we will need to retain and motivate executives and other key employees. Experienced management and technical personnel are in high demand and competition for their talents is intense. We must also continue to motivate employees and keep them focused on our strategies and goals. Our business and results of operations could be materially adversely affected by the unexpected loss of the services of one or more of our key employees. We cannot be sure that we will be able to continue to attract qualified personnel, which could cause us to be less efficient, and as a result, may adversely impact our sales and profitability. For a discussion of our management, see the “Business” section of Item 1 of this annual report on Form 10-K.

A change in the relationship with any of our key vendors or the unavailability of our key products at competitive prices could affect our financial health.

Our business depends on developing and maintaining close relationships with our vendors and on our vendors' ability or willingness to sell quality products to us at favorable prices and terms. Many factors outside of our control may harm these relationships and the ability or willingness of these vendors to sell us products on favorable terms. For example, financial or operational difficulties that our vendors may face could increase the cost of the products we purchase from them or our ability to source product from them. In addition, the trend towards consolidation among automotive parts suppliers as well as the off-shoring of manufacturing capacity to foreign countries may disrupt or end our relationship with some vendors, and could lead to less competition and result in higher prices. We could also be negatively impacted by suppliers who might experience work stoppages, labor strikes or other interruptions to or difficulties in the manufacture or supply of the products we purchase from them.

Risks associated with future acquisitions may not lead to expected growth and could result in increased costs and inefficiencies.

We expect to continue to make acquisitions as an element of our growth strategy. Acquisitions involve certain risks that could cause our actual growth and profitability to differ from our expectations, examples of such risks include the following:


•	we may not be able to continue to identify suitable acquisition targets or to acquire additional companies at favorable prices or on other favorable terms;


•	our management’s attention may be distracted;


•	we may fail to retain key personnel from acquired businesses;


•	we may assume unanticipated legal liabilities and other problems;


•	we may not be able to successfully integrate the operations (accounting and billing functions, for example) of businesses we acquire to realize economic, operational and other benefits; and


•	we may fail or be unable to discover liabilities of businesses that we acquire for which we, the subsequent owner or operator, may be liable.

Business interruptions in our distribution centers or other facilities may affect our store hours, operability of our computer systems, and/or availability and distribution of merchandise, which may affect our business.

Weather, terrorist activities, war or other disasters or the threat of them, may result in the closure of one or more of our distribution centers (“DCs”) or other facilities or may adversely affect our ability to deliver inventory to our stores on a nightly basis. This may affect our ability to timely provide products to our customers, resulting in lost sales or a potential loss of customer loyalty. Some of our merchandise is imported from other countries and these goods could become difficult or impossible to bring into the United States, and we may not be able to obtain such merchandise from other sources at similar prices. Such a disruption in revenue could potentially have a negative impact on our results of operations and financial condition.

We rely extensively on our computer systems to manage inventory, process transactions and timely provide products to our customers. Our systems are subject to damage or interruption from power outages, telecommunications failures, computer viruses, security breaches or other catastrophic events. If our systems are damaged or fail to function properly, we may experience loss of critical data and interruptions or delays in our ability to manage inventories or process customer transactions. Such a disruption of our systems could negatively impact revenue and potentially have a negative impact on our results of operations and financial condition.

Failure to achieve and maintain a high level of product and service quality may reduce our brand value and negatively impact our business.

We believe our Company has built an excellent reputation as a leading retailer in the automotive aftermarket industry. We believe our continued success depends, in part, on our ability to preserve, grow and leverage the value of our brand. Brand value is based in large part on perceptions of subjective qualities, and even isolated incidents can erode trust and confidence, particularly if they result in adverse publicity, governmental investigations or litigation, which can negatively impact these perceptions and lead to adverse effects on our business or Team Members.

Sales of shares of our common stock eligible for future sale could adversely affect our share price.

All of the shares of our common stock currently held by our affiliates may be sold in reliance upon the exemptive provisions of Rule 144 of the Securities Act of 1933, as amended, subject to certain volume and other conditions imposed by such rule. We cannot predict the effect, if any, that future sales of shares of our common stock or the availability of such shares for sale will have on the market price of the common stock prevailing from time to time. We believe sales of substantial amounts of our common stock, or the perception that such sales might occur, could adversely affect the prevailing market price of the common stock.

Risks related to us and unanticipated fluctuations in our quarterly operating results could affect our stock price.

We believe that quarter-to-quarter comparisons of our financial results are not necessarily meaningful indicators of our future operating results and should not be relied on as an indication of future performance. If our quarterly operating results fail to meet the expectations of analysts, the trading price of our common stock could be negatively affected. We cannot be certain that our business strategy and our plans to integrate the operations of acquired businesses will be successful or that they will successfully meet the expectations of these analysts. If we fail to adequately address any of these risks or difficulties, our stock price would likely suffer.

The market price of our common stock may be volatile and could expose us to securities class action litigation.

The stock market and the price of our common stock may be subject to wide fluctuations based upon general economic and market conditions. The market price of our common stock may also be affected by our ability to meet analysts’ expectations. Failure to meet such expectations, even slightly, could have an adverse effect on the market price of our common stock.

In addition, stock market volatility has had a significant effect on the market prices of securities issued by many companies for reasons unrelated to the operating performance of these companies. Downturns in the stock market may cause the price of our common stock to decline. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against such companies. If similar litigation were instituted against us, it could result in substantial costs and a diversion of our management’s attention and resources, which could have an adverse effect on our business.

Our increased debt levels could adversely affect our cash flow and prevent us from fulfilling our obligations.

We have in place an unsecured revolving credit facility and unsecured senior notes, which could have important consequences to our financial health. For example, our level of indebtedness could, among other things:


•	make it more difficult to satisfy our financial obligations, including those relating to the notes and our credit facility;


•	increase our vulnerability to adverse economic and industry conditions;


•	limit our flexibility in planning for, or reacting to, changes and opportunities in our industry, which may place us at a competitive disadvantage;


•	require us to dedicate a substantial portion of our cash flows to service the principal and interest on the debt, reducing the funds available for other business purposes, such as working capital, capital expenditures or other cash requirements;


•	limit our ability to incur additional debt on acceptable terms, if at all; and


•	expose us to fluctuations in interest rates.

In addition, the terms of our financing obligations include restrictions, such as affirmative and negative covenants, conditions on borrowing and subsidiary guarantees. A failure to comply with these restrictions could result in a default under our financing obligations or could require us to obtain waivers from our lenders for failure to comply with these restrictions. The occurrence of a default that remains uncured or the inability to secure a necessary consent or waiver could have a material adverse effect on our business, financial condition or results of operations.

A downgrade in our credit rating would impact our cost of capital and could impact the market value of our unsecured senior notes as well as limit our access to attractive vendor financing programs.

Credit ratings are an important part of our cost of capital. These ratings are based upon, among other factors, our financial strength. Our current credit ratings provide us with the ability to borrow funds at favorable rates. A downgrade in our current credit rating from either rating agency could adversely affect our cost of capital by causing us to pay a higher interest rate on borrowed funds under our credit facility. A downgrade could also adversely affect the market price and/or liquidity of our notes, preventing a holder from selling the notes at a favorable price, as well as adversely affect our ability to issue new notes in the future. In addition, a downgrade could limit the financial institutions willing to commit funds to our vendor financing programs at attractive rates. Decreased participation in our vendor financing programs would lead to an increase in working capital needed to operate the business, adversely affecting our cash flow.

A breach of customer, Team Member or Company information could damage our reputation or result in substantial additional costs or possible litigation.

Our business involves the storage of personal information about our customers and Team Members. We have taken reasonable and appropriate steps to protect this information; however, if we experience a significant data security breach, we could be exposed to damage to our reputation, additional costs, lost sales or possible regulatory action. The regulatory environment related to information security and privacy is constantly evolving, and compliance with those requirements could result in additional costs. There is no guarantee that the procedures that we have implemented to protect against unauthorized access to secured data are adequate to safeguard against all data security breaches, and such a breach could potentially have a negative impact on our results of operations and financial condition.

Litigation, governmental proceedings, environmental legislation and regulations and employment laws and regulations may affect our business, financial condition and results of operations.

We are, and in the future may become, involved in lawsuits, regulatory inquiries, and governmental and other legal proceedings, arising out of the ordinary course of our business. The damages sought against us in some of these litigation proceedings may be material and may adversely affect our business, results of operations and financial condition.

Environmental legislation and regulations, like the initiatives to limit greenhouse gas emissions and bills related to climate change, could adversely impact all industries. While it is uncertain whether these initiatives will become law, additional climate change related mandates could potentially be forthcoming and these matters, if enacted, could adversely impact our costs, by, among other things, increasing fuel prices.

Our business is subject to employment laws and regulations, including requirements related to minimum wage. Our success depends, in part, on our ability to manage operating costs and identify opportunities to reduce costs. Our ability to meet labor needs, while controlling costs is subject to external factors, such as minimum wage legislation. A violation of or change in employment laws and/or regulations could hinder our ability to control costs, which could have a material adverse effect on our business, results of operations and financial condition.

Healthcare reform legislation could have a negative impact on our business, financial condition and results of operations.

The enacted Patient Protection and Affordable Care Act, as well as other healthcare reform legislation considered by Congress and state legislatures, significantly impacts our healthcare cost structure and increases our healthcare-related expenses. We are currently evaluating the potential additional impact the healthcare reform legislation will have on our business and the steps necessary to mitigate such impact, including potential further modifications to our current benefit plans, operational changes to minimize the effect of the legislation on our cost structure and increases to selling prices to mitigate the expected increase in healthcare-related expenses. If we cannot effectively modify our programs and operations in response to the new legislation, our results of operations, financial condition and cash flows may be adversely impacted.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Distribution centers, stores, and other properties

As of December 31, 2013, we operated 24 regional distribution centers (“DC”s), of which nine were leased (2.9 million operating square footage) and 15 were owned (5.7 million operating square footage) for total DC operating square footage of 8.6 million square feet. The following table provides information regarding our DCs, returns facilities and corporate offices as of December 31, 2013:



Location	Principal Use(s)	Operating Square Footage ⁽¹⁾	Nature of Occupancy	Lease Term Expiration
Atlanta, GA	Distribution Center	492,350	Leased	10/31/2024
Belleville, MI	Distribution Center	333,262	Leased	2/28/2025
Billings, MT	Distribution Center	128,300	Leased	1/31/2031
Dallas, TX	Distribution Center	442,000	Owned
Denver, CO	Distribution Center	321,242	Owned
Des Moines, IA	Distribution Center	253,886	Owned
Devens, MA	Distribution Center (to open in 2014)	370,545	Owned
Greensboro, NC	Distribution Center	441,600	Owned
Houston, TX	Distribution Center	532,615	Owned
Indianapolis, IN	Distribution Center	657,603	Owned
Kansas City, MO	Distribution Center	299,018	Owned
Knoxville, TN	Distribution Center	150,766	Owned
Lakeland, FL	Distribution Center (opened in January, 2014)	569,419	Owned
Lewiston, ME	Distribution Center (to be relocated in 2014)	131,184	Leased	12/31/2014
Little Rock, AR	Distribution Center	122,969	Leased	3/31/2017
Lubbock, TX	Distribution Center	276,896	Owned
Mobile, AL	Distribution Center	301,068	Leased	12/31/2022
Moreno Valley, CA	Distribution Center	547,478	Owned
Naperville, IL	Distribution Center (to open in 2014)	499,471	Owned
Nashville, TN	Distribution Center	315,977	Leased	12/31/2018
Oklahoma City, OK	Distribution Center	320,667	Owned
Phoenix, AZ	Distribution Center	383,570	Leased	6/22/2015
Salt Lake City, UT	Distribution Center	294,932	Owned
Seattle, WA	Distribution Center	533,790	Owned
Springfield, MO	Distribution Center	294,486	Owned
St. Paul, MN	Distribution Center	324,668	Owned
Stockton, CA	Distribution Center	720,836	Leased	6/30/2025
Auburn, WA	Bulk Facility	81,761	Leased	6/30/2018
McAllen, TX	Bulk Facility	24,560	Leased ⁽²⁾	4/30/2017
Springfield, MO	Bulk Facility	35,200	Owned
Springfield, MO	Return/Deconsolidation Facility, Corporate Offices	290,580	Owned
Phoenix, AZ	Corporate Offices	12,327	Leased	11/30/2022
Springfield, MO	Corporate Offices	435,600	Owned
Springfield, MO	Corporate Offices	46,970	Leased	8/31/2024
Springfield, MO	Corporate Offices, Training and Technical Center	22,000	Owned
	Total operating square footage	11,009,596


⁽¹⁾	Includes floor and mezzanine operating square footage, excludes subleased square footage.


⁽²⁾	Occupied under the terms of a lease with an affiliated party.

The leased facilities typically require a fixed base rent, payment of certain tax, insurance and maintenance expense and have an original term of, at a minimum, 20 years, subject to one five-year renewal at our option. One of our bulk facilities is leased from an entity owned

by an affiliated director’s immediate family. This lease requires payment of a fixed base rent, payment of certain tax, insurance and maintenance expenses and an original term of 15 years, subject to three five-year renewals at our option. We believe that this lease agreement with the affiliated entity is on terms comparable to those obtainable from third parties.

Of the 4,166 stores that we operated at December 31, 2013, 1,469 stores were owned, 2,620 stores were leased from unaffiliated parties and 77 stores were leased from entities in which certain of our affiliated directors, members of our affiliated director’s immediate family, or our executive officers, are affiliated. Leases with unaffiliated parties generally provide for payment of a fixed base rent, payment of certain tax, insurance and maintenance expenses and an original term of, at a minimum, 10 years, subject to one or more renewals at our option. We have entered into separate master lease agreements with each of the affiliated entities for the occupancy of the stores covered thereby. Such master lease agreements with three of the eight affiliated entities have been modified to extend the term of the lease agreement for specific stores. The master lease agreements or modifications thereto expire on dates ranging from April 30, 2014, to September 30, 2031. We believe that the lease agreements with the affiliated entities are on terms comparable to those obtainable from third parties.

We believe that our present facilities are in good condition, are adequately insured and are adequate for the conduct of our current operations. The store servicing capability of our 24 existing DCs is approximately 4,400 stores, providing a growth capacity of more than 225 stores, which increased by 300 stores with the completion of our Lakeland, Florida, DC in January of 2014 and will increase by 250 stores with the completion of our Chicago, Illinois, DC and 210 stores with the completion of our Devens, Massachusetts, DC, both of which are expected to open in the second half of 2014. We believe the growth capacity in our 24 existing DCs, along with the additional capacity of our new Lakeland, Chicago and Devens DCs, will provide us with the DC infrastructure needed for near-term expansion. However, as we expand our geographic footprint, we will continue to evaluate our existing distribution system infrastructure and will adjust our distribution system capacity as needed to support our future growth.

Item 3. Legal Proceedings

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

In addition, O’Reilly was involved in resolving governmental investigations that were being conducted against CSK Auto Corporation ("CSK") and CSK’s former officers and other litigation, prior to its acquisition by O’Reilly in 2008, as described below.

As previously reported, the governmental investigations of CSK regarding its legacy pre-acquisition accounting practices have concluded. All criminal charges against former employees of CSK related to its legacy pre-acquisition accounting practices, as well as the civil litigation filed against CSK’s former Chief Executive Officer by the Securities and Exchange Commission (the “SEC”), have concluded.

Under Delaware law, the charter documents of the CSK entities and certain indemnification agreements, CSK may have certain indemnification obligations. As a result of the CSK acquisition, O’Reilly has incurred legal fees and costs related to these potential indemnification obligations arising from the litigation commenced by the Department of Justice and SEC against CSK’s former employees. Whether those legal fees and costs are covered by CSK’s insurance is subject to uncertainty, and, given its complexity and scope, the final outcome cannot be predicted at this time. O’Reilly has a remaining reserve, with respect to the indemnification obligations of $13.4 million at December 31, 2013, which relates to the payment of those legal fees and costs already incurred. It is possible that in a particular quarter or annual period the Company’s results of operations and cash flows could be materially affected by resolution of such matter, depending, in part, upon the results of operations or cash flows for such period. However, at this time, management believes that the ultimate outcome of this matter, after consideration of applicable reserves, should not have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common stock:

Shares of O’Reilly Automotive, Inc. (the “Company”) common stock are traded on The NASDAQ Global Select Market (“Nasdaq”) under the symbol “ORLY”. The Company’s common stock began trading on April 22, 1993; no cash dividends have been declared since that time, and we do not anticipate paying any cash dividends in the foreseeable future.

As of February 19, 2014, the Company had approximately 106,000 shareholders of common stock based on the number of holders of record and an estimate of individual participants represented by security position listings.

The prices in the following table represent the high and low sales price for the Company’s common stock as reported by Nasdaq.



	2013				2012
	High		Low		High		Low
First Quarter	$	104.70	$	87.74	$	91.51	$	78.15
Second Quarter	113.09		98.67		106.71		81.34
Third Quarter	128.20		113.91		94.56		80.37
Fourth Quarter	135.19		120.96		94.08		79.92
For the Year	$	135.19	$	87.74	$	106.71	$	78.15

Sales of unregistered securities:

There were no sales of unregistered securities during the year ended December 31, 2013.

Issuer purchases of equity securities:

The following table identifies all repurchases during the fourth quarter ended December 31, 2013, of any of the Company’s securities registered under Section 12 of the Exchange Act, as amended, by or on behalf of the Company or any affiliated purchaser (in thousands, except per share amounts):



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Programs ⁽¹⁾
October 1, 2013, to October 31, 2013	325	$	125.55	325	$	350,747
November 1, 2013, to November 30, 2013	857	123.77		857	244,689
December 1, 2013, to December 31, 2013	799	123.88		799	145,734
Total as of December 31, 2013	1,981	$	124.11	1,981

⁽¹⁾

Under our share repurchase program, as approved by our Board of Directors on January 11, 2011, we may, from time to time, repurchase shares of our common stock, solely through open market purchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate trading policy requirements and overall market conditions not to exceed a dollar limit authorized by the Board of Directors. We may increase or otherwise modify, renew, suspend or terminate the share repurchase program at any time, without prior notice. On May 29, 2013, our Board of Directors approved a resolution to increase the authorization under the share repurchase program by an additional $500 million, raising the cumulative authorization under the share repurchase program to $3.5 billion, which was previously announced. The additional $500 million authorization is effective for a three-year period, beginning on May 29, 2013. The current authorization under the share repurchase program is scheduled to expire on May 29, 2016. No other share repurchase programs existed during the three or twelve months ended December 31, 2013.

The Company repurchased a total of 8.5 million shares of its common stock under its publicly announced share repurchase program during the year ended December 31, 2013, at an average price per share of $109.38. Subsequent to the end of the year and through February 28, 2014, the Company did not repurchase a material number of shares of its common stock. The Company repurchased a total of 40.6 million shares of its common stock under its share repurchase program since the inception of the program in January of 2011 and through February 28, 2014, at an average price of $82.61, for a total aggregate investment of $3.4 billion.

Stock performance graph:

The graph below shows the cumulative total shareholder return assuming the investment of $100, on December 31, 2008, and the reinvestment of dividends thereafter, if any, in the Company’s common stock versus the Nasdaq Retail Trade Stocks Total Return Index

(“Nasdaq Retail Trade”), the Nasdaq United States Stock Market Total Returns (“Nasdaq US”), the Standard and Poor’s S&P 500 Index (“S&P 500”), and the Standard and Poor’s S&P 500 Retail Index (“S&P 500 Retail Index”). The Company has added the S&P Retail Index as its components include many of the Company’s peers and, in the future, the Company plans to discontinue the use of the Nasdaq US and the Nasdaq Retail Trade indices in its comparison graph.



Company/Index	Dec 31, 2008		Dec 31, 2009		Dec 31, 2010		Dec 31, 2011		Dec 31, 2012		Dec 31, 2013
O'Reilly Automotive, Inc.	$	100	$	124	$	197	$	260	$	291	$	419
Nasdaq Retail Trade	100		136		170		191		225		292
Nasdaq US	100		144		170		171		202		282
S&P 500	100		123		139		139		158		205
S&P 500 Retail Index	100		147		182		187		234		337

Item 6. Selected Financial Data

The table below compares O’Reilly Automotive, Inc.’s (the “Company’s”) selected financial data over a ten-year period.



Years ended December 31,	2013		2012		2011		2010		2009		2008		2007	2006		2005		2004
(In thousands, except per share data)
INCOME STATEMENT DATA:
Sales ($)	6,649,237		6,182,184		5,788,816		5,397,525		4,847,062		3,576,553		2,522,319	2,283,222		2,045,318		1,721,241
Cost of goods sold, including warehouse and distribution expenses	3,280,236		3,084,766		2,951,467		2,776,533		2,520,534		1,948,627		1,401,859	1,276,511		1,152,815		978,076
Gross profit	3,369,001		3,097,418		2,837,349		2,620,992		2,326,528		1,627,926		1,120,460	1,006,711		892,503		743,165
Selling, general and administrative expenses	2,265,516		2,120,025		1,973,381		1,887,316		1,788,909		1,292,309		815,309	724,396		639,979		552,707
Former CSK officer clawback	—		—		(2,798	)	—		—		—		—	—		—		—
Legacy CSK DOJ investigation charge	—		—		—		20,900		—		—		—	—		—		—
Operating income	1,103,485		977,393		866,766		712,776		537,619		335,617		305,151	282,315		252,524		190,458
Write-off of asset-based revolving credit agreement debt issuance costs	—		—		(21,626	)	—		—		—		—	—		—		—
Termination of interest rate swap agreements	—		—		(4,237	)	—		—		—		—	—		—		—
Gain on settlement of note receivable	—		—		—		11,639		—		—		—	—		—		—
Other income (expense), net	(44,543	)	(35,872	)	(25,130	)	(35,042	)	(40,721	)	(33,085	)	2,337	(50	)	(1,455	)	(2,721	)
Total other income (expense)	(44,543	)	(35,872	)	(50,993	)	(23,403	)	(40,721	)	(33,085	)	2,337	(50	)	(1,455	)	(2,721	)
Income before income taxes and cumulative effect of accounting change	1,058,942		941,521		815,773		689,373		496,898		302,532		307,488	282,265		251,069		187,737
Provision for income taxes	388,650		355,775		308,100		270,000		189,400		116,300		113,500	104,180		86,803		70,063
Income before cumulative effect of accounting change	670,292		585,746		507,673		419,373		307,498		186,232		193,988	178,085		164,266		117,674
Cumulative effect of accounting change, net of tax (a)	—		—		—		—		—		—		—	—		—		21,892
Net income ($)	670,292		585,746		507,673		419,373		307,498		186,232		193,988	178,085		164,266		139,566
BASIC EARNINGS PER COMMON SHARE: (b)
Income before cumulative effect of accounting change ($)	6.14		4.83		3.77		3.02		2.26		1.50		1.69	1.57		1.47		1.07
Cumulative effect of accounting change (a)	—		—		—		—		—		—		—	—		—		0.20
Earnings per share – basic ($)	6.14		4.83		3.77		3.02		2.26		1.50		1.69	1.57		1.47		1.27
Weighted-average common shares outstanding – basic	109,244		121,182		134,667		138,654		136,230		124,526		114,667	113,253		111,613		110,020
EARNINGS PER COMMON SHARE-ASSUMING DILUTION:
Income before cumulative effect of accounting change ($)	6.03		4.75		3.71		2.95		2.23		1.48		1.67	1.55		1.45		1.05
Cumulative effect of accounting change (a)	—		—		—		—		—		—		—	—		—		0.20
Earnings per share – assuming dilution ($)	6.03		4.75		3.71		2.95		2.23		1.48		1.67	1.55		1.45		1.25
Weighted-average common shares outstanding – assuming dilution	111,101		123,314		136,983		141,992		137,882		125,413		116,080	115,119		113,385		111,423



Years ended December 31,	2013		2012		2011		2010		2009		2008		2007		2006		2005		2004
SELECTED OPERATING DATA:
Number of Team Members at year end	61,909		53,063		49,324		46,858		44,880		40,735		23,576		21,920		19,614		17,410
Number of stores at year end (c)	4,166		3,976		3,740		3,570		3,421		3,285		1,830		1,640		1,470		1,249
Total store square footage at year end (in 000s)(d)	30,077		28,628		26,530		25,315		24,200		23,205		12,439		11,004		9,801		8,318
Sales per weighted-average store (in 000s)(d)($)	1,614		1,590		1,566		1,527		1,424		1,379		1,430		1,439		1,478		1,443
Sales per weighted-average square foot (in 000s)(d)($)	224		224		221		216		202		201		212		215		220		217
Percentage increase in same store sales (e)(f)	4.3	%	3.8	%	4.6	%	8.8	%	4.6	%	1.5	%	3.7	%	3.3	%	7.5	%	6.8	%



Years ended December 31,	2013		2012		2011		2010		2009		2008		2007		2006		2005		2004
(In thousands, except ratio data)
BALANCE SHEET DATA:
Working capital ($)	412,191		460,083		1,027,600		1,072,294		1,007,576		821,932		573,328		566,892		424,974		479,662
Total assets ($)	6,067,208		5,749,187		5,500,501		5,047,827		4,781,471		4,193,317		2,279,737		1,977,496		1,718,896		1,432,357
Inventory turnover	1.4		1.4		1.5		1.4		1.4		1.6		1.6		1.6		1.7		1.6
Inventory turnover, net of payables	10.7		7.4		3.4		2.5		2.6		3.1		3.0		2.8		2.8		2.5
Accounts payable to inventory	86.6	%	84.7	%	64.4	%	44.3	%	42.8	%	46.9	%	43.2	%	39.2	%	40.3	%	38.5	%
Current portion of long-term debt and short-term debt ($)	67		222		662		1,431		106,708		8,131		25,320		309		75,313		592
Long-term debt, less current portion ($)	1,396,141		1,095,734		796,912		357,273		684,040		724,564		75,149		110,170		25,461		100,322
Shareholders’ equity ($)	1,966,321		2,108,307		2,844,851		3,209,685		2,685,865		2,282,218		1,592,477		1,364,096		1,145,769		947,817



Years ended December 31,	2013	2012	2011	2010	2009		2008		2007	2006		2005	2004
(In thousands)
CASH FLOW DATA:
Cash provided by operating activities ($)	908,026	1,251,555	1,118,991	703,687	285,200		298,542		299,418	185,928		206,685	226,536
Capital expenditures	395,881	300,719	328,319	365,419	414,779		341,679		282,655	228,871		205,159	173,486
Free cash flow (g)	512,145	950,836	790,672	338,268	(129,579	)	(43,137	)	16,763	(42,943	)	1,526	53,050

(a)

The cumulative change in accounting method, effective January 1, 2004, changed the method of applying last-in, first-out accounting policy for certain inventory costs. Under the new method, included in the value of inventory are certain procurement, warehousing and distribution center costs. The previous method was to recognize those costs as incurred, reported as a component of costs of goods sold.


(b)	Adjusted for a 2-for-1 stock split in 2005.

(c)

In 2005, 2008 and 2012, the Company acquired Midwest Auto Parts Distributors (“Midwest”), CSK Auto Corporation (“CSK”) and VIP Parts, Tires & Service (“VIP”), respectively. The 2005 Midwest acquisition added 72 stores, the 2008 CSK acquisition added 1,342 stores and the 2012 VIP acquisition added 56 stores to the O’Reilly store count. Financial results for these acquired companies have been included in the Company’s consolidated financial statements from the dates of the acquisitions forward.


(d)	Total square footage includes normal selling, office, stockroom and receiving space. Sales per weighted-average store and square foot are weighted to consider the approximate dates of store openings, expansions, closures or acquisitions.


(e)	Same-store sales are calculated based on the change in sales of stores open at least one year. Percentage increase in same-store sales is calculated based on store sales results, which exclude sales of specialty machinery, sales by outside salesmen, sales to Team Members and sales during the one to two week period certain CSK branded stores were closed for conversion.

(f)

Same-store sales for 2008 include sales for stores acquired in the CSK acquisition. Comparable store sales for stores operating on O’Reilly systems open at least one year increased 2.6% for the year ended December 31, 2008. Comparable store sales for stores operating on the legacy CSK system open at least one year decreased 1.7% for the portion of CSK’s sales in 2008 since the July 11, 2008, acquisition.


(g)	Free cash flow is calculated as net cash provided by operating activities, less capital expenditures for the period.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

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


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


•	key events and recent developments within our company;


•	our results of operations for the years ended 2013, 2012 and 2011;


•	our liquidity and capital resources;


•	any contractual obligations to which we are committed;


•	any off-balance sheet arrangements we utilize;


•	our critical accounting estimates;


•	the inflation and seasonality of our business;


•	our quarterly results for the years ended December 31, 2013, and 2012; and


•	recent accounting pronouncements that may affect our company.

The review of Management’s Discussion and Analysis should be made in conjunction with our consolidated financial statements, related notes and other financial information, forward-looking statements and risk factors included elsewhere in this annual 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 “expect,” “believe,” “anticipate,” “should,” “plan,” “intend,” “estimate,” “project,” “will” or similar words. In addition, statements contained within this annual 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, competition, product demand, the market for auto parts, the economy in general, inflation, consumer debt levels, governmental regulations, our increased debt levels, credit ratings on public debt, our ability to hire and retain qualified employees, risks associated with the performance of acquired businesses, weather, terrorist activities, war and the threat of war. Actual results may materially differ from anticipated results described or implied in these forward-looking statements. Please refer to the “Risk Factors” section of this annual report on Form 10-K for the year ended December 31, 2013, 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. We are one of the largest U.S. automotive aftermarket specialty retailers, selling our products to both do-it-yourself (“DIY”) customers and professional service providers – our “dual market strategy”. Our stores carry an extensive product line consisting of new and remanufactured automotive hard parts, maintenance items, accessories, a complete line of auto body paint and related materials, automotive tools and professional service provider service equipment. Our extensive product line includes an assortment of products that are differentiated by quality and price for most of the product lines we offer. For many of our product offerings, this quality differentiation reflects “good”, “better”, and “best” alternatives. Our sales and total gross margin dollars are highest for the “best” quality category of products. Consumers’ willingness to select products at a higher point on the value spectrum is a driver of sales and profitability in our industry. Our stores also offer enhanced services and programs to our customers: 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. As of December 31, 2013, we operated 4,166 stores in 42 states.

Operating within the retail industry, we are influenced by a number of general macroeconomic factors including, but not limited to, fuel costs, unemployment rates, consumer preferences and spending habits, and competition. The difficult conditions that affected the overall macroeconomic environment in recent years continue to impact O’Reilly and the retail sector in general. We believe that the average consumer’s tendency has been to “trade down” to lower quality products during the recent challenging macroeconomic conditions. We have ongoing initiatives aimed at tailoring our product offering to adjust to customers’ changing preferences; however, we also continue to have initiatives focused on marketing and training to educate customers on the advantages of “purchasing up” on the value spectrum.

We believe these ongoing initiatives targeted at marketing higher quality products will result in our customers’ willingness to return to “purchasing up” on the value spectrum in the future as the U.S. economy recovers; however, we cannot predict whether, when, or the manner in which, these economic conditions will change.

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

•

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. According to the Department of Transportation, prior to 2007, the annual number of total miles driven in the U.S. had steadily increased; however, since that time, as the U.S. experienced difficult macroeconomic conditions and historically high levels of unemployment, the number of total miles driven in the U.S. have remained relatively flat. Although total miles driven have not significantly increased since 2007, vehicles in the U.S. continue to be driven approximately three trillion miles per year, resulting in ongoing wear and tear and continued demand for the repair and maintenance products sold within the automotive aftermarket. In addition, we believe that as the U.S. economy continues to recover and the level of unemployment declines, total miles driven in the U.S. will return to a period of annual growth, supporting continued demand for automotive aftermarket products.

•

Number of U.S. Registered Vehicles, New Light Vehicle Registrations and Average Vehicle Age - 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 Automotive Aftermarket Industry Association (“AAIA”), the total number of registered vehicles has increased 8% over the past decade, from 229 million light vehicles in 2002 to 247 million light vehicles in 2012. Annual new light vehicle registrations declined 14% over the past decade, from 16.7 million registrations in 2002 to 14.3 million registrations in 2012; however, the seasonally adjusted annual rate (the “SAAR”) of sales of light vehicles in the U.S. increased to 15 million as of December 31, 2013, indicating that the trend of declining new light vehicle registrations has reversed. In addition, during the past decade, vehicle scrappage rates remained relatively stable, ranging from just 4.6% to 5.7% annually. The stable scrappage rates over the past decade have contributed to an increase in the average age of the U.S. vehicle population over that period, growing 16%, from 9.6 years in 2002 to 11.1 years in 2012. We believe this increase in average age can be attributed to better engineered and manufactured vehicles, which can be reliably driven at higher mileages due to better quality power trains and interiors and exteriors, and the consumer’s willingness to invest in maintaining these higher-mileage, better built vehicles. As the average age of the vehicle on the road increases, a larger percentage of miles are being driven by vehicles which 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. As the U.S. economy recovers, we believe consumers will continue to invest in these reliable, higher-quality, higher-mileage vehicles and these investments, along with an increasing total light vehicle fleet, will support continued demand for automotive aftermarket products.

•

Unemployment - Unemployment, underemployment, the threat of future joblessness and the continued uncertainty surrounding the overall economic health of the U.S. have had a negative impact on consumer confidence and the level of consumer discretionary spending. Long-term trends of high unemployment could continue to impede the growth of annual miles driven, as well as decrease consumer discretionary spending, both of which negatively impact demand for products sold in the automotive aftermarket industry. However, as of December 31, 2013, the U.S. unemployment rate decreased to 6.7%, its lowest rate in over five years. We believe that as the economy continues to recover, unemployment rates should decline and we would expect to see a corresponding increase in commuter traffic as unemployed individuals return to work. Aided by the anticipated increase in commuter miles, we believe overall annual U.S. miles driven should return to a period of annual growth, resulting in continued demand for automotive aftermarket products.

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

KEY EVENTS AND RECENT DEVELOPMENTS

Several key events have had or may have a significant impact on our operations and are identified below:

•

Under the Company’s share repurchase program, as approved by the Board of Directors in January of 2011, 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 and its Board of Directors may increase or otherwise modify, renew, suspend or terminate the share repurchase program at any time, without prior notice. The Company’s Board of Directors approved resolutions to increase the authorization under the share repurchase program by an additional $500 million, which was announced on May 29, 2013, and an additional $500 million, which was announced on February 5, 2014, raising the cumulative authorization under the share repurchase program to $4.0 billion. These additional $500 million authorizations are effective for a three-year period following

their respective announcement dates. As of February 28, 2014, we had repurchased approximately 40.6 million shares of our common stock at an aggregate cost of $3.4 billion under this program.

•

On June 20, 2013, the Company issued $300 million aggregate principal amount of unsecured 3.850% Senior Notes due 2023 (“3.850% Senior Notes due 2023”) at a price to the public of 99.992% of their face value with United Missouri Bank, N.A. (“UMB”) as trustee. Interest on the 3.850% Senior Notes due 2023 is payable on June 15 and December 15 of each year, which began on December 15, 2013, and is computed on the basis of a 360-day year.

•

On July 2, 2013, the Company amended its credit agreement, which it entered into in January of 2011. The amendment lowered the maximum borrowing capacity under the unsecured revolving credit facility to $600 million, extended the maturity date of the credit agreement to July of 2018 and lowered the interest rate margins on borrowings under the unsecured revolving credit facility and facility fees applicable to the commitments thereunder.

RESULTS OF OPERATIONS

The following table includes income statement data as a percentage of sales for the years ended December 31, 2013, 2012 and 2011:



	For the Year Ended December 31,
	2013		2012		2011
Sales	100.0	%	100.0	%	100.0	%
Cost of goods sold, including warehouse and distribution expenses	49.3		49.9		51.0
Gross profit	50.7		50.1		49.0
Selling, general and administrative expenses	34.1		34.3		34.1
Former CSK officer clawback	—		—		(0.1	)
Operating income	16.6		15.8		15.0
Interest expense	(0.7	)	(0.7	)	(0.5	)
Interest income	—		0.1		0.1
Write-off of asset-based revolving credit facility debt issuance costs	—		—		(0.4	)
Termination of interest rate swap agreements	—		—		(0.1	)
Income before income taxes	15.9		15.2		14.1
Provision for income taxes	5.8		5.7		5.3
Net income	10.1	%	9.5	%	8.8	%

2013 Compared to 2012

Sales:

Sales for the year ended December 31, 2013, increased $467 million to $6.65 billion from $6.18 billion for the same period one year ago, representing an increase of 8%. Comparable store sales for stores open at least one year increased 4.3% and 3.8% for the years ended December 31, 2013 and 2012, respectively. Comparable store sales are calculated based on the change in sales of stores open at least one year and exclude sales of specialty machinery, sales to independent parts stores, sales to Team Members and sales from the VIP Parts, Tires & Service ("VIP") stores acquired on December 31, 2012, due to the significant change in the business model and lack of historical data.

The following table presents the components of the increase in sales for the year ended December 31, 2013 (in millions):



	Increase in Sales for the Year Ended December 31, 2013, Compared to the Same Period in 2012
Store sales:
Comparable store sales	$	259
Non-comparable store sales:
Sales for stores opened throughout 2012, excluding stores open at least one year that are included in comparable store sales	74
Sales in 2012 for stores that have closed	(3		)
Sales for stores opened throughout 2013 and acquired VIP stores	134
Non-store sales:
Includes sales of machinery and sales to independent parts stores and Team Members	3
Total increase in sales	$	467

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

Our comparable store sales increase for the year ended December 31, 2013, was driven by an increase in average ticket values for both DIY and commercial business, and an increase in customer transaction counts for commercial business, slightly offset by a small decrease in customer transaction counts for DIY business. The improvements in average ticket values were the result of the continued growth of the more costly hard part categories as a percentage of our total sales. The growth in the hard part categories was driven by the increase of professional service provider sales as a percentage of our total sales mix and the continued growth in DIY hard part sales, as consumers continue to maintain and repair their existing vehicles. The increases in our professional service provider customer transaction counts were driven by the chainwide growth of our professional business, while macroeconomic pressures on disposable income continue to negatively impact DIY customer transaction counts. Both DIY and professional service provider customer transaction counts also continue to be negatively impacted by better-engineered and more technically advanced vehicles, which have been manufactured in recent years. These vehicles require less frequent repairs and the component parts are more durable and last for longer periods of time; however, when repairs are required, the cost of the repair is, on average, greater.

We opened 190 net, new stores during the year ended December 31, 2013, compared to 180 net, new stores and 56 acquired stores for the year ended December 31, 2012. At December 31, 2013, we operated 4,166 stores in 42 states compared to 3,976 stores in 42 states at December 31, 2012. We anticipate new store unit growth to increase to 200 net, new stores in 2014.

Gross profit:

Gross profit for the year ended December 31, 2013, increased to $3.37 billion (or 50.7% of sales) from $3.10 billion (or 50.1% of sales) for the same period one year ago, representing an increase of 9%. The increase in gross profit dollars was primarily a result of the increase in comparable store sales at existing stores and sales from new stores. The increase in gross profit as a percentage of sales was primarily due to acquisition cost improvements, improved inventory shrinkage and distribution system efficiencies, partially offset by a smaller amount of capitalized distribution costs in the current year, the non-cash impact to gross margin resulting from the depletion of our last-in, first-out ("LIFO") reserve and the impact of increased commercial sales as a percentage of our total sales mix. Acquisition cost improvements are the result of our ongoing negotiations with our vendors to improve our inventory purchase costs. The improved inventory shrinkage is driven by our continued focus on inventory control and accountability through our distribution and store networks. Distribution system efficiencies are the result of continued leverage on our increased sales volumes and more tenured and experienced DC Team Members in our maturing DCs. The decrease in capitalized distribution costs in the current year is the result of the larger than typical benefit from capitalized distribution costs in the prior year associated with our initiative to increase our store-level inventories. The costs to move this additional inventory into the stores in the prior year were more efficient than routine restocking activity; as a result, we realized a larger than normal benefit from capitalized distribution costs. The depletion of our LIFO reserve during the year resulted from the acquisition cost improvements we have realized over time. The Company's policy is not to write up inventory in excess of replacement cost and, accordingly, we are now effectively valuing our inventory at replacement cost. During 2013, our LIFO cost was written down by approximately $21.6 million to reflect replacement cost. We expect to incur pressure from product acquisition cost reductions in the first quarter of 2014; however, at this time, we do not anticipate material charges for the last three quarters of 2014. Unforeseen significant acquisition cost decreases could occur and may create additional LIFO gross margin headwinds during 2014.

Commercial sales typically carry a lower gross profit as a percentage of sales than DIY sales, as volume discounts are granted on wholesale transactions to professional service provider customers, therefore, outsized growth, as compared to DIY, creates pressure on our gross profit as a percentage of sales.

Selling, general and administrative expenses:

Selling, general and administrative expenses (“SG&A”) for the year ended December 31, 2013, increased to $2.27 billion (or 34.1% of sales) from $2.12 billion (or 34.3% of sales) for the same period one year ago, representing an increase of 7%. The increase in total SG&A dollars was primarily the result of additional Team Members, facilities and vehicles to support our increased store count. The decrease in SG&A as a percentage of sales was primarily the result of improved leverage of store payroll and occupancy costs on strong comparable store sales results.

Operating income:

As a result of the impacts discussed above, operating income for the year ended December 31, 2013, increased to $1.10 billion (or 16.6% of sales) from $977 million (or 15.8% of sales) for the same period one year ago, representing an increase of 13%.

Other income and expense:

Total other expense for the year ended December 31, 2013, increased to $45 million (or 0.7% of sales), from $36 million (or 0.6% of sales) for the same period one year ago, representing an increase of 24%. The increase in total other expense for the year ended December 31, 2013, was primarily due to increased interest expense on higher average outstanding borrowings.

Income taxes:

Our provision for income taxes for the year ended December 31, 2013, increased to $389 million (36.7% effective tax rate) from $356 million (37.8% effective tax rate) for the same period one year ago, representing an increase of 9%. The increase in our provision for income taxes was due to the increase in our taxable income. The decrease in our tax rate was primarily due to the benefits of employment tax credits realized in the current year, adjustments to tax reserves related to the favorable resolution of certain income tax audits during the current year and unfavorable adjustments relating to certain income tax audits in the prior year.

Net income:

As a result of the impacts discussed above, net income for the year ended December 31, 2013, increased to $670 million (or 10.1% of sales), from $586 million (or 9.5% of sales) for the same period one year ago, representing an increase of 14%.

Earnings per share:

Our diluted earnings per common share for the year ended December 31, 2013, increased 27% to $6.03 on 111 million shares from $4.75 on 123 million shares for the same period one year ago.

2012 Compared to 2011

Sales:

Sales for the year ended December 31, 2012, increased $393 million to $6.18 billion from $5.79 billion for the same period one year ago, representing an increase of 7%. Comparable store sales for stores open at least one year increased 3.8% and 4.6% for the years ended December 31, 2012 and 2011, respectively. Comparable store sales are calculated based on the change in sales of stores open at least one year and exclude sales of specialty machinery, sales to independent parts stores and sales to Team Members.

The following table presents the components of the increase in sales for the year ended December 31, 2012 (in millions):



	Increase in Sales for the Year Ended December 31, 2012, Compared to the Same Period in 2011
Store sales:
Comparable store sales	$	215
Non-comparable store sales:
Sales for stores opened throughout 2011, excluding stores open at least one year that are included in comparable store sales	78
Sales in 2011 for stores that have closed	(3		)
Sales for stores opened throughout 2012	96
Non-store sales:
Includes sales of machinery and sales to independent parts stores and Team Members	7
Total increase in sales	$	393

We believe the increased sales achieved by our stores were the result of high levels of customer service, superior inventory availability, a broader selection of products offered in most stores, a targeted promotional and advertising effort through a variety of media and localized promotional events, continued improvement in the merchandising and store layouts of our stores, compensation programs for all store Team Members that provide incentives for performance and our continued focus on serving both DIY and professional service provider customers.

Our comparable store sales increase for the year ended December 31, 2012, was driven by an increase in average ticket values, partially offset by a decrease in DIY customer transaction counts. The improvement in average ticket values was a result of the continued growth of the more costly, hard part categories, as a percentage of our total sales. The growth in the hard part categories is driven by the increase of professional service provider customer sales as a percentage of our total sales mix and the continued growth in DIY hard part sales, as consumers continue to maintain and repair their vehicles. The strong increases in our professional service provider customer transaction counts, driven by our acquired markets, have been offset by pressured DIY transaction counts. DIY customer transaction counts continue to be negatively impacted by macroeconomic pressures on disposable income, including sustained unemployment levels above historical averages. Both DIY and professional service provider customer transaction counts also continue to be negatively impacted by better-engineered and more technically advanced vehicles, which have been manufactured in recent years. These vehicles require less frequent repairs and the component parts are more durable and last for longer periods of time; however, when repairs are required, the cost of the repair is typically greater.

We opened 180 net, new stores and acquired 56 stores during the year ended December 31, 2012, compared to 170 net, new stores for the year ended December 31, 2011. At December 31, 2012, we operated 3,976 stores in 42 states compared to 3,740 stores in 39 states at December 31, 2011.

Gross profit:

Gross profit for the year ended December 31, 2012, increased to $3.10 billion (or 50.1% of sales) from $2.84 billion (or 49.0% of sales) for the same period one year ago, representing an increase of 9%. The increase in gross profit dollars was primarily a result of the increases in sales from new stores and the increases in comparable store sales at existing stores. The increase in gross profit as a percentage of sales was primarily due to DC efficiencies, acquisition cost improvements and improved inventory shrinkage, partially offset by the impact of increased commercial sales as a percentage of the total sales mix. DC efficiencies are the result of continued leverage on our increased sales volumes and more tenured and experienced DC Team Members in our maturing DCs. In addition, during 2012 we increased our store-level inventories as a component of our focus on providing higher service levels. The costs to move this additional inventory into the stores were more efficient than routine restocking activity and, as a result, we realized a one-time benefit from capitalized distribution costs. This capitalization of costs benefited gross margin by approximately 20 basis points versus the prior year. Acquisition cost improvements are the result of our ongoing negotiations with our vendors to improve our inventory purchase costs. The improved inventory shrinkage is driven by our continued focus on inventory control and accountability through our distribution and store networks. Commercial sales typically carry a lower gross profit as a percentage of sales than DIY sales, as volume discounts are granted on wholesale transactions to professional service provider customers, therefore, creating pressure on our gross profit as a percentage of sales.

Selling, general and administrative expenses:

Selling, general and administrative expenses (“SG&A”) for the year ended December 31, 2012, increased to $2.12 billion (or 34.3% of sales) from $1.97 billion (or 34.1% of sales) for the same period one year ago, representing an increase of 7%. The increase in total SG&A dollars was primarily the result of additional employees, facilities and vehicles to support our increased store count. The slight increase in SG&A as a percentage of sales was primarily the result of our focus on store staffing levels to continue to deliver industry-leading customer service while adjusting to the slower sales environment, as well as an overall deleverage on soft comparable store sales.

Operating income:

As a result of the impacts discussed above, operating income for the year ended December 31, 2012, increased to $977 million (or 15.8% of sales) from $867 million (or 15.0% of sales) for the same period one year ago, representing an increase of 13%.

Other income and expense:

Total other expense for the year ended December 31, 2012, decreased to $36 million (or 0.6% of sales), from $51 million (or 0.9% of sales) for the same period one year ago, representing a decrease of 30%. The decrease in total other expense for the year ended December 31, 2012, was primarily due to one-time charges related to our financing transactions that were completed in January of 2011 (discussed in detail below), partially offset by increased interest expense on higher average outstanding borrowings and increased amortization of debt issuance costs as compared to the prior year.

Income taxes:

Our provision for income taxes for the year ended December 31, 2012, increased to $356 million (37.8% effective tax rate) from $308 million (37.8% effective tax rate) for the same period one year ago, representing an increase of 15%. The increase in our provision for income taxes was due to the increase in our taxable income.

Net income:

As a result of the impacts discussed above, net income for the year ended December 31, 2012, increased to $586 million (or 9.5% of sales), from $508 million (or 8.8% of sales) for the same period one year ago, representing an increase of 15%.

Earnings per share:

Our diluted earnings per common share for the year ended December 31, 2012, increased 28% to $4.75 on 123 million shares from $3.71 on 137 million shares for the same period one year ago.

Adjustments for nonrecurring and non-operating events:

Our results for the year ended December 31, 2011, included nonrecurring income related to a settlement between the SEC and a former CSK officer that resulted in the reimbursement to O’Reilly, as successor issuer to CSK for SEC purposes, of $3 million ($2 million, net of tax) of incentive-based compensation and stock sale profits previously received by the officer. This “clawback” amount was included in “Operating income” on our Consolidated Statements of Income for the year ended December 31, 2011. Our results for the year ended December 31, 2011, also included one-time charges associated with the new financing transactions we completed on January 14, 2011. The one-time charges included a non-cash charge to write off the balance of debt issuance costs related to our previous ABL Credit Facility in the amount of $22 million ($13 million, net of tax) and a charge related to the termination of our interest rate swap agreements in the amount of $4 million ($3 million, net of tax). The charges related to our new financing transactions were included in “Other income (expense)” on our Consolidated Statements of Income for the year ended December 31, 2011. The results discussed in the paragraph below are adjusted for these nonrecurring items and are reconciled to the most directly comparable GAAP measure in the subsequent table.

Adjusted operating income for the year ended December 31, 2012, increased 13% to $977 million (or 15.8% of sales) from $864 million (or 14.9% of sales) for the same period one year ago. Adjusted net income for the year ended December 31, 2012 increased 12% to $586 million (or 9.5% of sales) from $522 million (or 9.0% of sales) for the same period one year ago. Adjusted diluted earnings per common share for the year ended December 31, 2012, increased 25% to $4.75 from $3.81 for the same period one year ago.



	For the Year Ended December 31,
	2012				2011
	Amount		% of Sales		Amount			% of Sales
GAAP Operating income	$	977,393	15.8	%	$	866,766		15.0	%
Former CSK officer clawback	—		—	%	(2,798		)	(0.1	)%
Non-GAAP adjusted operating income	$	977,393	15.8	%	$	863,968		14.9	%

GAAP net income	$	585,746	9.5	%	$	507,673		8.8	%
Write-off of asset-based revolving credit facility debt issuance costs, net of tax	—		—	%	13,458			0.2	%
Termination of interest rate swap agreements, net of tax	—		—	%	2,637			—	%
Former CSK officer clawback, net of tax	—		—	%	(1,741		)	—	%
Non-GAAP adjusted net income	$	585,746	9.5	%	$	522,027		9.0	%

GAAP diluted earnings per common share	4.75				$	3.71
Write-off of asset-based revolving credit facility debt issuance costs, net of tax	—				0.09
Termination of interest rate swap agreements, net of tax	—				0.02
Former CSK DOJ officer clawback, net of tax	—				(0.01		)
Non-GAAP adjusted diluted earnings per common share	$	4.75			$	3.81

Weighted-average common shares outstanding - assuming dilution	123,314				136,983

The financial information presented in the paragraph and table above is 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 financial results and estimates excluding the impact of the non-cash charge to write off the balance of debt issuance costs, the charge related to the termination of interest rate swap contracts, and the former CSK officer clawback, provide meaningful supplemental information to both management and investors, which is indicative of our core operations. We exclude 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 table above, the accompanying reconciliation to the most directly comparable GAAP measures.

LIQUIDITY AND CAPITAL RESOURCES

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

Liquidity and related ratios:

The following table highlights our liquidity and related ratios as of December 31, 2013 and 2012 (dollars in millions):



	December 31,				Percentage
Liquidity and Related Ratios	2013		2012		Change
Current assets	$	2,835	$	2,733	3.7	%
Current liabilities	2,423		2,273		6.6	%
Working capital ⁽¹⁾	412		460		(10.4	)%
Total debt	1,396		1,096		27.4	%
Total equity	1,966		2,108		(6.7	)%
Debt to equity ⁽²⁾	0.71:1		0.52:1		36.5	%


⁽¹⁾	Working capital is calculated as current assets less current liabilities.


⁽²⁾	Debt to equity is calculated as total debt divided by total equity.

Current liabilities increased 7%, total debt increased 27% and total equity decreased 7% from 2012 to 2013. The increase in current liabilities was primarily due to the increase in accounts payable as a result of the impact of our enhanced vendor financing program and the additional vendor participation during the year, which allowed us to obtain more favorable payment terms. Our accounts payable to inventory ratio was 86.6% as of December 31, 2013, as compared to 84.7% one year prior. The increase in total debt was attributable to the issuance of $300 million of 3.850% Senior Notes due 2023. The decrease in total equity resulted from the impact of share repurchase activity under our share repurchase program on additional paid-in-capital and retained earnings, partially offset by an increase in retained earnings from strong net income for the year.

The following table identifies cash provided by/(used in) our operating, investing and financing activities for the years ended December 31, 2013, 2012 and 2011 (in thousands):



	For the Year Ended December 31,
Liquidity	2013			2012			2011
Total cash provided by (used in):
Operating activities	$	908,026		$	1,251,555		$	1,118,991
Investing activities	(388,754		)	(317,407		)	(319,653		)
Financing activities	(536,082		)	(1,047,572		)	(467,507		)
Increase (decrease) in cash and cash equivalents	$	(16,810	)	$	(113,424	)	$	331,831

Capital expenditures	$	395,881		$	300,719		$	328,319
Free cash flow ^(a)	512,145			950,836			790,672


^(a)	Calculated as net cash provided by operating activities, less capital expenditures for the period.

Operating activities:

The decrease in net cash provided by operating activities in 2013 compared to 2012 was primarily due to a smaller decrease in net inventory investment and a smaller increase in income taxes payable, offset in part by an increase in net income for the year. Net inventory

investment reflects our investment in inventory, net of the amount of accounts payable to vendors. Our net inventory investment continues to decrease as a result of the impact of our enhanced vendor financing programs. Our vendor financing programs enable us to reduce overall supply chain costs and negotiate extended payment terms with our vendors. Our accounts payable to inventory ratio was 86.6%, 84.7% and 64.4% at December 31, 2013, 2012 and 2011, respectively. The smaller increase in our accounts payable to inventory ratio in 2013 is the result of a smaller increase in the number of new vendors added to our financing programs in the current year versus the prior year. We launched our enhanced vendor financing program in January of 2011, and were able to add a large number of vendors to the programs during 2011 and 2012. As we anniversary these vendor additions to the programs, we expect to see a slower rate of growth in our accounts payable to inventory ratio. The smaller increase in income taxes payable was primarily the result of a prepaid tax position at the beginning of 2012 versus a payable position at the beginning of 2013.

The increase in cash provided by operating activities in 2012 compared to 2011 was primarily due to the increase in net income for the year (adjusted for the effect of non-cash depreciation and amortization charges and the one-time, non-cash charge to write off the balance of debt issuance costs in conjunction with the retirement of our ABL Credit Facility in January of 2011), decreases in net inventory and other assets and increases in income taxes payable (adjusted for the effect of non-cash change in deferred income taxes and the excess tax benefit from stock options exercised) and other current liabilities. Our accounts payable to inventory ratio was 84.7%, 64.4% and 44.3% at December 31, 2012, 2011 and 2010, respectively. The decrease in other assets was primarily the result of the timing of payments from vendors for receivables due to the Company under various programs. The increase in income taxes payable, adjusted for the non-cash impacts discussed above, was primarily the result of the prepayment of income taxes during 2011. The increase in other current liabilities was primarily the result of the payment, during 2011, for the one-time monetary penalty to the DOJ for the legacy CSK DOJ investigation.

Investing activities:

The increase in net cash used in investing activities in 2013 compared to 2012 was primarily the result of an increase in capital expenditures during the current year related to the purchase and construction of new distribution facilities during 2013 to support our ongoing store growth. The total capital expenditures were $396 million and $301 million in 2013 and 2012, respectively.

The decrease in cash used in investing activities in 2012 compared to 2011 was primarily the result of decreased capital expenditures during 2012, partially offset by small acquisitions during the year. Total capital expenditures were $301 million and $328 million in 2012 and 2011, respectively. The decrease in capital expenditures during 2012, as compared to 2011, was primarily related to the mix of owned versus leased stores opened. We were able to find real estate with attractive lease rates during 2012 and as a result, opened a larger number of leased locations during 2012 as compared to the year prior. Opening a new store in a leased location requires a smaller capital investment than opening an owned location.

We opened 190, 180, and 170 net, new stores in 2013, 2012, and 2011, respectively, and acquired 56 stores in 2012. We plan to open 200 net, new stores in 2014. The costs associated with the opening of a new store (including the cost of land acquisition, improvements, fixtures, vehicles, net inventory investment and computer equipment) are estimated to average approximately $1.3 million to $1.5 million; however, such costs may be significantly reduced where we lease, rather than purchase, the store site.

Financing activities:

The decrease in net cash used in financing activities during 2013 compared to 2012 is primarily attributable to the impact of fewer share repurchases of our common stock during the current year, in accordance with our Board-approved share repurchase program.

The increase in net cash used in financing activities during 2012 compared to 2011 was primarily attributable to the impact of repurchases of our common stock during 2012, in accordance with our Board-approved share repurchase program and greater net proceeds from the issuance of long-term debt during 2011, partially offset by an increase in the net proceeds from the exercise of stock options issued under the Company’s incentive programs and the related tax benefits during 2012.

Credit facilities:

On January 14, 2011, we entered into a credit agreement (the "Credit Agreement") for a five-year $750 million unsecured revolving credit facility (the "Revolving Credit Facility") arranged by Bank of America, N.A. and Barclays Capital, originally scheduled to mature in January of 2016. During 2011, we completed our first amendment to the Revolving Credit Facility, decreasing the aggregate commitments under the Revolving Credit Facility to $660 million, extending the maturity date of the Credit Agreement to September of 2016 and reducing the facility fee and interest rate margins for borrowings under the Revolving Credit Facility. In conjunction with the first amendment to the Revolving Credit Facility, we recognized a one-time charge related to the modification in the amount of $0.3 million, which is included in “Other income (expense)” on the accompanying Consolidated Statements of Income for the year ended December 31, 2011. In July of 2013, we completed our second amendment to the Credit Agreement, decreasing the aggregate commitments under the Revolving Credit Facility to $600 million, extending the maturity date on the Credit Agreement to July of 2018 and reducing the facility fee and interest rate margins for borrowings under the Revolving Credit Facility. The Credit Agreement includes a $200 million sub-limit for the issuance of letters of credit and a $75 million sub-limit for swing line borrowings. As described in the Credit Agreement governing the Revolving Credit Facility, we may, from time to time subject to certain conditions, increase the aggregate commitments under the Revolving Credit Facility by up to $200 million. We had outstanding stand-by letters of credit, primarily to support obligations

related to workers’ compensation, general liability and other insurance policies, in the amount of $52 million and $57 million as of December 13, 2013 and 2012, respectively, reducing the aggregate availability under the Revolving Credit Facility by those amounts. As of December 31, 2013 and 2012, we had no outstanding borrowings under the Revolving Credit Facility.

On July 11, 2008, we entered into a credit agreement for a five-year asset-based revolving credit facility (the "ABL Credit Facility"), which was scheduled to mature in July of 2013. At December 31, 2010, we had outstanding borrowings of $356 million under the ABL Credit Facility, of which $106 million were not covered under an interest rate swap contract. All outstanding borrowings under the ABL Credit Facility were repaid, and all related interest rate swap transaction contracts were terminated on January 14, 2011, and the ABL Credit Facility was retired concurrent with the issuance of our 4.875% Senior Notes due 2021, as further described below. In conjunction with the retirement of our ABL Credit Facility, we recognized a one-time non-cash charge to write off the balance of debt issuance costs related to the ABL Credit Facility in the amount of $22 million and a one-time charge related to the termination of our interest rate swap contracts in the amount of $4 million, which are included in “Other income (expense)” on the accompanying Consolidated Statements of Income for the year ended December 31, 2011.

Senior Notes:

4.875% Senior Notes due 2021:

On January 14, 2011, we issued $500 million aggregate principal amount of unsecured 4.875% Senior Notes due 2021 (“4.875% Senior Notes due 2021”) at a price to the public of 99.297% of their face value with UMB as trustee. Interest on the 4.875% Senior Notes due 2021 is payable on January 14 and July 14 of each year, which began on July 14, 2011, and is computed on the basis of a 360-day year.

4.625% Senior Notes due 2021:

On September 19, 2011, we issued $300 million aggregate principal amount of unsecured 4.625% Senior Notes due 2021 (“4.625% Senior Notes due 2021”) at a price to the public of 99.826% of their face value with UMB as trustee. Interest on the 4.625% Senior Notes due 2021 is payable on March 15 and September 15 of each year, which began on March 15, 2012, and is computed on the basis of a 360-day year.

3.800% Senior Notes due 2022:

On August 21, 2012, we issued $300 million aggregate principal amount of unsecured 3.800% Senior Notes due 2022 (“3.800% Senior Notes due 2022”) at a price to the public of 99.627% of their face value with UMB as trustee. Interest on the 3.800% Senior Notes due 2022 is payable on March 1 and September 1 of each year, which began on March 1, 2013, and is computed on the basis of a 360-day year.

3.850% Senior Notes due 2023:

On June 20, 2013, we issued $300 million aggregate principal amount of unsecured 3.850% Senior Notes due 2023 (“3.850% Senior Notes due 2023”) at a price to the public of 99.992% of their face value with UMB as trustee. Interest on the 3.850% Senior Notes due 2023 is payable on June 15 and December 15 of each year, which began on December 15, 2013, and is computed on the basis of a 360-day year. The net proceeds from the issuance of the 3.850% Senior Notes due 2023 were used to pay fees and expenses related to the offering and for general corporate purposes, including share repurchases.

The senior notes are guaranteed on a senior unsecured basis by each of our subsidiaries (“Subsidiary Guarantors”) that incurs or guarantees our obligations under our Revolving Credit Facility or certain of our other debt or any of our Subsidiary Guarantors. The guarantees are joint and several and full and unconditional, subject to certain customary automatic release provisions, including release of the subsidiary guarantor’s guarantee under our Credit Agreement and certain other debt, or, in certain circumstances, the sale or other disposition of a majority of the voting power of the capital interest in, or of all or substantially all the property of, the subsidiary guarantor. Each of the Subsidiary Guarantors is 100% owned, directly or indirectly, by us and we have no independent assets or operations other than those of our su