O REILLY AUTOMOTIVE INC

Previous wording

We are a specialty retailer of automotive aftermarket parts, tools, supplies, equipment, and accessories in the United States, Puerto Rico, Mexico, and Canada. We are one of the largest North American automotive aftermarket specialty retailers, selling our products to both DIY customers and professional service providers – our “dual market strategy.” Our goal is to achieve growth in sales and profitability by capitalizing on our competitive advantages, such as our dual market strategy, superior customer service provided by well-trained and technically proficient Team Members, and strategic distribution and hub store network that provides same day and over-night inventory access for our stores to offer a broad selection of product offerings. The successful execution of our growth strategy includes aggressively opening new stores, growing sales in existing stores, continually enhancing merchandising and store layouts, and implementing our Omnichannel initiatives. As of September 30, 2025, we operated 6,406 stores in 48 U.S. states and Puerto Rico, 107 stores in Mexico, and 25 stores in Canada.

Current wording

We are a specialty retailer of automotive aftermarket parts, tools, supplies, equipment, and accessories in the United States, Puerto Rico, Mexico, and Canada. We are one of the largest North American automotive aftermarket specialty retailers, selling our products to both DIY customers and professional service providers – our “dual market strategy.” Our goal is to achieve growth in sales and profitability by capitalizing on our competitive advantages, such as our dual market strategy, superior customer service provided by well-trained and technically proficient Team Members, and strategic distribution and hub store network that provides same day and over-night inventory access for our stores to offer a broad selection of product offerings. The successful execution of our growth strategy includes aggressively opening new stores, growing sales in existing stores, continually enhancing merchandising and store layouts, and implementing our Omnichannel initiatives. As of March 31, 2026, we operated 6,495 stores in 48 U.S. states and Puerto Rico, 121 stores in Mexico, and 28 stores in Canada.

Previous wording

The extensive product line offered in our stores consists of new and remanufactured automotive hard parts, maintenance items, accessories, a complete line of auto body paint and related materials, automotive tools, and professional service provider service equipment. Our extensive product line includes an assortment of products that are differentiated by quality and price for most of the product lines we offer. For many of our product offerings, this quality differentiation reflects “good,” “better,” and “best” alternatives. Our sales and total gross profit dollars are, generally, highest for the “best” quality category of products. Consumers’ willingness to select products at a higher point on the value spectrum is a driver of enhanced sales and profitability in our industry. We have ongoing

Current wording

The extensive product line offered in our stores consists of new and remanufactured automotive hard parts, maintenance items, accessories, a complete line of auto body paint and related materials, automotive tools, and professional service provider service equipment. Our extensive product line includes an assortment of products that are differentiated by quality and price for most of the product lines we offer. For many of our product offerings, this quality differentiation reflects “good,” “better,” and “best” alternatives. Our sales and total gross profit dollars are, generally, highest for the “best” quality category of products. Consumers’ willingness to select products at a higher point on the value spectrum is a driver of enhanced sales and profitability in our industry. We have ongoing initiatives focused on marketing and training to educate customers on the advantages of ongoing vehicle maintenance, as well as “purchasing up” on the value spectrum.

Previous wording

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

Current wording

Our stores also offer enhanced services and programs to our customers, including used oil, oil filter, and battery recycling; battery, wiper, and bulb replacement; battery diagnostic testing; electrical and module testing; check engine light code extraction through our trusted VeriScan technology, which provides diagnostic information with possible repair fixes; referrals to trusted local repair shops; loaner tool program; drum and rotor resurfacing; custom hydraulic hoses; professional paint shop mixing and related materials; and machine shops.

Previous wording

The number of total miles driven in the U.S. influences the demand for repair and maintenance products sold within the automotive aftermarket. In total, vehicles in the U.S. are driven approximately three trillion miles per year, resulting in ongoing wear and tear and a corresponding continued demand for the repair and maintenance products necessary to keep these vehicles in operation. According to the U.S. Department of Transportation, the number of total miles driven in the U.S. increased 2.1% and 1.0% in 2023 and 2024, respectively, and year-to-date through July of 2025, miles driven have increased 0.9%. Total miles driven can be impacted by macroeconomic factors, including rapid increases in fuel cost, but we are unable to predict the degree of impact these factors may have on miles driven in the future.

Current wording

The number of total miles driven influences the demand for repair and maintenance products sold within the automotive aftermarket. In the U.S., vehicles are driven approximately three trillion miles per year, resulting in ongoing wear and tear and a corresponding continued demand for the repair and maintenance products necessary to keep these vehicles in operation. According to the U.S. Department of Transportation, the number of total miles driven in the U.S. increased 1.0% and 0.9% in 2024 and 2025, respectively, and year-to-date through February of 2026, miles driven have increased 1.3%. Total miles driven can be impacted by macroeconomic factors, including rapid increases in fuel cost, but we are unable to predict the degree of impact these factors may have on miles driven in the future.

Previous wording

The total number of vehicles on the road and the average age of the vehicle population heavily influence the demand for products sold within the automotive aftermarket industry. As reported by the Auto Care Association, the total number of U.S. registered vehicles increased 13.4% from 2014 to 2024, bringing the number of light vehicles on the road to 286 million by the end of 2024. For the year ended December 31, 2024, the seasonally adjusted annual rate of light vehicle sales in the U.S. (“SAAR”) was approximately 16.8 million vehicles, and for 2025, the SAAR is estimated to be approximately 16.4 million vehicles, contributing to the continued growth in the total number of registered vehicles on the road. From 2014 to 2024, U.S. vehicle scrappage rates have remained relatively stable, ranging from 4.1% to 5.6% annually. As a result, over the past decade, the average age of the U.S. vehicle population has increased 10.5%, from 11.4 years in 2014 to 12.6 years in 2024. While the annual changes to the vehicle population resulting from new vehicle sales and the fluctuation in vehicle scrappage rates in any given year represent a small percentage of the total light vehicle population and have a muted impact on the total number and average age of vehicles on the road over the short term, we believe our business benefits from rising average new and used vehicle prices, as consumers are generally more willing to continue to invest in their current vehicle.

Current wording

The total number of vehicles on the road and the average age of the vehicle population heavily influence the demand for products sold within the automotive aftermarket industry. As reported by the Auto Care Association, the total number of U.S. registered vehicles increased 13.4% from 2014 to 2024, bringing the number of light vehicles on the road to 286 million by the end of 2024. For the year ended December 31, 2025, the seasonally adjusted annual rate of light vehicle sales in the U.S. (“SAAR”) was approximately 16.0 million vehicles, and for 2026, the SAAR is estimated to be approximately 16.3 million vehicles, contributing to the continued growth in the total number of registered vehicles on the road. From 2014 to 2024, U.S. vehicle scrappage rates have remained relatively stable, ranging from 4.1% to 5.6% annually. As a result, over the past decade, the average age of the U.S. vehicle population has increased 10.5%, from 11.4 years in 2014 to 12.6 years in 2024. While the annual changes to the vehicle population resulting from new vehicle sales and the fluctuation in vehicle scrappage rates in any given year represent a small percentage of the total light vehicle population and have a muted impact on the total number and average age of vehicles on the road over the short term, we believe our business benefits from rising average new and used vehicle prices, as consumers are generally more willing to continue to invest in their current vehicle.

Previous wording

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

Current wording

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

Previous wording

Sales for the three months ended September 30, 2025, increased $341 million, or 8%, to $4.71 billion from $4.36 billion for the same period one year ago. Sales for the nine months ended September 30, 2025, increased $755 million, or 6%, to $13.37 billion from $12.61 billion for the same period one year ago. Comparable store sales increased 5.6% and 1.5% for the three months ended September 30, 2025 and 2024, respectively. Comparable store sales increased 4.5% and 2.4% for the nine months ended September 30, 2025 and 2024, respectively. Comparable store sales are calculated based on the change in sales for U.S. stores open at least one year and exclude sales of specialty machinery, sales to independent parts stores, and sales to Team Members, as well as sales from Leap Day in the nine months ended September 30, 2024. Online sales for ship-to-home orders and pickup in-store orders for U.S. stores open at least one year are included in the comparable store sales calculation. We opened 55 and 160 net, new stores during the three and nine months ended September 30, 2025, respectively, compared to opening 47 and 111 net, new stores during the three and nine months ended September 30, 2024, respectively. Additionally, we began operating 23 stores in Canada from the Groupe Del Vasto (“Vast Auto”) acquisition during the nine months ended September 30, 2024. We anticipate total new store growth to be 200 to 210 net, new store openings in 2025. We anticipate total new store growth to be 225 to 235 net, new store openings in 2026.

Current wording

Sales for the three months ended March 31, 2026, increased $424 million, or 10%, to $4.56 billion from $4.14 billion for the same period one year ago. Comparable store sales increased 8.1% and 3.6% for the three months ended March 31, 2026 and 2025, respectively. Comparable store sales are calculated based on the change in sales for U.S. stores open at least one year and exclude sales of specialty machinery, sales to independent parts stores, and sales to Team Members. Online sales for ship-to-home orders and pick-up-in-store orders for U.S. stores open at least one year are included in the comparable store sales calculation. We opened 59 and 38 net, new stores during the three months ended March 31, 2026 and 2025, respectively. We anticipate total new store growth to be 225 to 235 net, new store openings in 2026.

Previous wording

The increase in sales for the three months ended September 30, 2025, was primarily the result of the 5.6% increase in domestic comparable store sales and a $101 million increase in sales from new stores opened in 2024 and 2025 that are not considered comparable stores. The increase in sales for the nine months ended September 30, 2025, was primarily the result of the 4.5% increase in domestic comparable store sales and a $260 million increase in sales from new stores opened in 2024 and 2025 that are not considered comparable stores, partially offset by the effect of sales from one additional day in the prior year due to Leap Day. Our comparable store sales increases for the three and nine months ended September 30, 2025, were driven by increases in average ticket values for both professional service provider and DIY customers and an increase in transaction counts for professional service provider customers, partially offset by a decrease in transaction counts for DIY customers. Average ticket values benefited from increases in average selling prices on a same-SKU basis, as compared to the same periods in 2024, driven by increases in acquisition costs of inventory, which were passed on in selling prices. Average ticket values continue to be positively impacted by the increasing complexity and cost of replacement parts necessary to maintain the current population of better-engineered and more technically advanced vehicles. These better-engineered, more technically advanced vehicles require less frequent repairs, as the component parts are more durable and last for longer periods of time. The resulting decrease in repair frequency creates pressure on customer transaction counts; however, when repairs are needed, the cost of replacement parts is, on average, greater, which is a benefit to average ticket values. The decreases in DIY customer transaction counts were driven by pressured consumer spending on discretionary categories and broader industry pressure on certain hard part categories.

Current wording

The increase in sales for the three months ended March 31, 2026, was primarily the result of the 8.1% increase in domestic comparable store sales and a $91 million increase in sales from new stores opened in 2025 and 2026 that are not considered comparable stores. Our comparable store sales increase for the three months ended March 31, 2026, was driven by an increase in average ticket values for both professional service provider and DIY customers and an increase in transaction counts for professional service provider customers, partially offset by a slight decrease in transaction counts for DIY customers. Average ticket values benefited from increases in average selling prices on a same-SKU basis, as compared to the same period in 2025. Average ticket values continue to be positively impacted by the increasing complexity and cost of replacement parts necessary to maintain the current population of better-engineered and more technically advanced vehicles. These better-engineered, more technically advanced vehicles require less frequent repairs, as the component parts are more durable and last for longer periods of time. The resulting decrease in repair frequency creates pressure on customer transaction counts; however, when repairs are needed, the cost of replacement parts is, on average, greater, which is a benefit to average ticket values.

Previous wording

Gross profit for the three months ended September 30, 2025, increased 8% to $2.44 billion (or 51.9% of sales) from $2.25 billion (or 51.6% of sales) for the same period one year ago. Gross Profit for the nine months ended September 30, 2025, increased 7% to $6.89 billion (or 51.5% of sales) from $6.45 billion (or 51.2% of sales) for the same period one year ago. The increase in gross profit dollars for the three months ended September 30, 2025, was primarily the result of the increase in comparable store sales at existing stores and sales from new stores. The increase in gross profit dollars for the nine months ended September 30, 2025, was primarily the result of the increase in comparable store sales at existing stores and sales from new stores, partially offset by prior year gross profit dollars generated from one additional day due to Leap Day. The increases in gross profit as a percentage of sales for the three and nine months ended September 30, 2025, were primarily due to improved acquisition costs and distribution operating efficiencies, partially offset by a greater percentage of our total sales mix being generated from professional service provider customers, which carry a lower gross margin percentage than DIY sales.

Current wording

Gross profit for the three months ended March 31, 2026, increased 11% to $2.35 billion (or 51.5% of sales) from $2.12 billion (or 51.3% of sales) for the same period one year ago. The increase in gross profit dollars for the three months ended March 31, 2026, was primarily the 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 for the three months ended March 31, 2026, was primarily due to improved acquisition costs and distribution operating efficiencies, partially offset by a greater percentage of our total sales mix being generated from professional service provider customers, which carry a lower gross margin percentage than DIY sales.

Previous wording

Selling, general and administrative expenses (“SG&A”) for the three months ended September 30, 2025, increased 8% to $1.46 billion (or 31.1% of sales) from $1.35 billion (or 31.0% of sales) for the same period one year ago. SG&A for the nine months ended September 30, 2025, increased 8% to $4.26 billion (or 31.8% of sales) from $3.94 billion (or 31.2% of sales) for the same period one year ago. The increase in total SG&A dollars for the three months ended September 30, 2025, was primarily the result of additional Team Members and operating expenses to support our increased sales and store count. The increase in total SG&A dollars for the the nine months ended September 30, 2025, was primarily the result of additional Team Members and operating expenses to support our increased sales and store count, partially offset by prior year incremental SG&A expenses incurred from one additional day due to Leap

Current wording

Selling, general and administrative expenses (“SG&A”) for the three months ended March 31, 2026, increased 9% to $1.51 billion (or 33.0% of sales) from $1.38 billion (or 33.4% of sales) for the same period one year ago. The increase in total SG&A dollars for the three months ended March 31, 2026, was primarily the result of additional Team Members and operating expenses to support our increased sales and store count. The decrease in SG&A as a percentage of sales for the three months ended March 31, 2026, was principally due to leverage of store operating costs on strong comparable store sales, partially offset by higher costs relating to medical and casualty insurance programs.

Previous wording

Total other expense for the three months ended September 30, 2025, increased 7% to $52 million (or 1.1% of sales) from $49 million (or 1.1% of sales) for the same period one year ago. Total other expense for the nine months ended September 30, 2025, increased 6% to $163 million (or 1.2% of sales) from $153 million (or 1.2% of sales) for the same period one year ago. The increases in total other expense for the three and nine months ended September 30, 2025, were the result of increased interest expense on higher average outstanding borrowings.

Current wording

Total other expense for the three months ended March 31, 2026, increased 8% to $62 million (or 1.3% of sales) from $57 million (or 1.4% of sales) for the same period one year ago. The increase in total other expense for the three months ended March 31, 2026, was the result of increased interest expense on higher average outstanding borrowings.

Previous wording

Our provision for income taxes for the three months ended September 30, 2025, increased 8% to $198 million (21.4% effective tax rate) from $182 million (21.5% effective tax rate) for the same period one year ago. Our provision for income taxes for the nine months ended September 30, 2025, increased 2% to $536 million (21.7% effective tax rate) from $524 million (22.2% effective tax rate) for the same period one year ago. The increases in our provision for income taxes for the three and nine months ended September 30, 2025, were the result of the higher taxable income and lower excess tax benefits from share-based compensation, partially offset by higher transferable federal renewable energy tax credits. The decreases in our effective tax rate for the three and nine months ended September 30, 2025, were primarily the result of higher transferable federal renewable energy tax credits, partially offset by lower excess tax benefits from share-based compensation.

Current wording

Our provision for income taxes for the three months ended March 31, 2026, increased 21% to $176 million (22.5% effective tax rate) from $146 million (21.3% effective tax rate) for the same period one year ago. The increase in our provision for income taxes for the three months ended March 31, 2026, was the result of the higher taxable income and lower excess tax benefits from share-based compensation. The increase in our effective tax rate for the three months ended March 31, 2026, was primarily the result of lower excess tax benefits from share-based compensation.

Previous wording

Our diluted earnings per common share for the three months ended September 30, 2025, increased 12% to $0.85 on 853 million shares from $0.76 on 875 million shares for the same period one year ago. Our diluted earnings per common share for the nine months ended September 30, 2025, increased 8% to $2.25 on 858 million shares from $2.08 on 884 million shares for the same period one year ago.

Current wording

Our diluted earnings per common share for the three months ended March 31, 2026, increased 16% to $0.72 on 843 million shares from $0.62 on 864 million shares for the same period one year ago.

Previous wording

The following table identifies cash provided by/(used in) our operating, investing and financing activities for the nine months ended September 30, 2025 and 2024 (in thousands):

Current wording

The following table identifies cash provided by/(used in) our operating, investing and financing activities for the three months ended March 31, 2026 and 2025 (in thousands):

Previous wording

The decrease in net cash provided by operating activities during the nine months ended September 30, 2025, compared to the same period in 2024, was primarily due to the timing of payment for transferrable federal renewable energy tax credits, partially offset by an increase in operating income.

Current wording

The increase in net cash provided by operating activities during the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to a decrease in net inventory investment, versus an increase in net inventory investment during the same period in 2025, and an increase in operating income.

Previous wording

The increase in net cash used in investing activities during the nine months ended September 30, 2025, compared to the same period in 2024, was the result of an increase in capital expenditures, partially offset by the acquisition of Vast Auto in the prior year. The increase in capital expenditures was primarily due to distribution enhancement and expansion projects and an increase in investments in new store growth.

Current wording

The decrease in net cash used in investing activities during the three months ended March 31, 2026, compared to the same period in 2025, was the result of a decrease in capital expenditures, which was primarily attributable to the timing of store and distribution expansion and enhancement projects in the current period compared to the same period in 2025.

Previous wording

The decrease in net cash used in financing activities during the nine months ended September 30, 2025, compared to the same period in 2024, was attributable to net borrowings on the Company’s commercial paper program in the current period versus net paydown on commercial paper during the same period in 2024, partially offset by the issuance of senior notes in the prior year.

Current wording

The increase in net cash used in financing activities during the three months ended March 31, 2026, compared to the same period in 2025, was attributable to the redemption of $500 million aggregate principal amount of senior notes, an increase in repurchases of our common stock, and a net paydown on the Company’s commercial paper program in the current period, versus net borrowings on commercial paper during the same period in 2025, partially offset by the issuance of $850 million aggregate principal amount of senior notes in the current period.

Previous wording

We had a consolidated fixed charge coverage ratio of 6.03 times and 6.14 times as of September 30, 2025 and 2024, respectively, and a consolidated leverage ratio of 1.93 times and 1.85 times as of September 30, 2025 and 2024, respectively, remaining in compliance with all covenants related to the borrowing arrangements.

Current wording

We had a consolidated fixed charge coverage ratio of 6.14 times and 6.03 times as of March 31, 2026 and 2025, respectively, and a consolidated leverage ratio of 1.92 times and 1.92 times as of March 31, 2026 and 2025, respectively, remaining in compliance with all covenants related to the borrowing arrangements.

Previous wording

The table below outlines the calculation of Free cash flow and reconciles Free cash flow to Net cash provided by operating activities, the most directly comparable GAAP financial measure, for the nine months ended September 30, 2025 and 2024 (in thousands):

Current wording

The table below outlines the calculation of Free cash flow and reconciles Free cash flow to Net cash provided by operating activities, the most directly comparable GAAP financial measure, for the three months ended March 31, 2026 and 2025 (in thousands):

Previous wording

information. We believe that the presentation of our free cash flow, consolidated fixed charge coverage ratio, and consolidated leverage ratio provides meaningful supplemental information to both management and investors and reflects the required covenants under the Credit Agreement. We include these items in judging our performance and believe this non-GAAP information is useful to investors as well. Material limitations of these non-GAAP measures are that such measures do not reflect actual GAAP amounts. We compensate for such limitations by presenting, in the tables above, a reconciliation to the most directly comparable GAAP measures.

Current wording

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