O'Reilly Automotive (ORLY) 10-K risk factor changes: FY2021 vs FY2020

The [removed: outbreak of the] COVID-19 pandemic [removed: and its global spread, including in the U.S., has had] [added: continues to have] a significant impact on the U.S. and world economies.

We may be required to take significant actions to mitigate any adverse impact of the COVID-19 pandemic, including, but not limited [removed: to, reduced staffing and] [added: to incurring] increased expenses.

We are unable to predict the ongoing short-term and long-term impact of the COVID-19 pandemic on our [added: customers, Team Members, supply chain,] business, [added: overall industry demand,] results of operations, financial condition and cash flows due to several factors beyond our control, including, but not limited to:

| | ● | the severity and duration of the pandemic, including additional outbreaks, new strands [added: or variants] of the virus and availability [added: and public acceptance] of effective medical treatments and vaccines for COVID-19; |

| | ● | the continued response of both governmental and nongovernmental authorities, including, but not limited to, [removed: stay at home orders or quarantine, restrictions on our operations, such as requiring a reduction in store operating hours or the temporary closure of stores, distributions centers and other facilities,] complex and changing regulations and guidance regarding the safety of employees and customers, inconsistent application of COVID-19 orders and regulations, [removed: unemployment compensation] [added: government stimulus payments] and [removed: economic stimulus;] [added: enhanced unemployment benefits;] |

Although demand for many of our products is primarily non-discretionary in nature and tend to be purchased by consumers out of necessity, [removed: 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, such as a prolonged public health crisis or pandemic, [removed: such as] [added: like] the COVID-19 pandemic.

Furthermore, the ability of these third parties to overcome these difficulties may [removed: increase.][added: worsen.]

In addition, our stores and DCs located in coastal regions may be subject to increased [removed: insurance claims] [added: unrecoverable losses] resulting from regional weather conditions and our results of operations, financial condition and cash flows could be adversely affected.

A change in the relationship with any of our key suppliers, the [added: limited supply or] unavailability of [removed: our] key [removed: products at competitive prices] [added: products, supply chain disruptions] or changes in trade policies could affect our financial health.

We could also be negatively impacted [removed: by] [added: when our] suppliers [removed: who might experience] [added: or our supply chain experiences] work [removed: stoppages,] [added: stoppages;] labor [removed: strikes,] [added: strikes;] a prolonged public health crisis or pandemic, such as the COVID-19 [removed: pandemic,] [added: pandemic; shipping and transportation disruptions] or [added: increased costs; currency fluctuations or inflation; or] other interruptions to, or difficulties [removed: in the,] [added: in, the] manufacture or supply of the products we [removed: purchase from them.][added: purchase.]

Changes in U.S. trade policies, [added: sanctions,] practices, tariffs or [removed: taxes] [added: taxes, import limitations and other factors relating to foreign trade and port agreements] could affect our ability [added: to source products] and our suppliers’ ability to source [removed: product] [added: materials or provide products] at current volumes and/or prices.

[removed: Our ability] to operate effectively and grow in international markets could be impacted by these risks resulting in legal liabilities, additional costs and the distraction of management’s attention.

We have an unsecured revolving credit facility and unsecured senior notes, which could have important consequences [removed: to] [added: for] our financial health.

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

We cannot be sure that our growth plans for [removed: 2021] [added: 2022] and beyond will be achieved.

In order to be successful, we will need to [added: attract,] retain and motivate key employees.

In order to be successful, we will need to [added: attract,] retain and motivate executives and other key employees.

Our business involves the [added: receiving,] storage [added: and transmitting] of [added: certain personally identifiable or confidential] information about our customers, suppliers, Team Members and the Company, some of which is entrusted to third-party service providers and vendors.

[removed: We and our third-party service providers and vendors have taken reasonable and appropriate steps to protect this information; however,] [added: However,] these security measures [added: are costly and require constant, ongoing attention and] may [removed: be breached] [added: not prevent a security breach] due to cyber-attacks, [added: computer malware viruses, exploitation of hardware or software vulnerabilities,] Team Member error, [added: malfeasance,] system compromises, fraud, [removed: hacking] [added: hacking, trickery] or other intentional or unintentional acts, which could result in unauthorized parties gaining access to such information.

Of the [removed: 5,616] [added: 5,784] stores we operated at December 31, [removed: 2020, 2,325] [added: 2021, 2,395] stores were owned, [removed: 3,220] [added: 3,318] stores were leased from unaffiliated parties, [removed: 22] [added: 24] of which were located in Mexico, and 71 stores were leased from entities that include one or more of our affiliated directors or members of their immediate family.

The master lease agreements or modifications thereto expire on dates ranging from [removed: June 30, 2021,] [added: December 31, 2022,] to [removed: November 1, 2035.][added: December 31, 2029.]

We believe that the lease agreements with the affiliated entities are on terms comparable to those [removed: obtainable from] [added: of] third parties.

The following table provides information regarding our U.S. domestic regional DCs in operation as of December 31, [removed: 2020:][added: 2021:]

| Distribution center | ​ | Owned | ​ | 21 | | [removed: 9,161] [added: 9,599] |

| (2) | Terms expiring on dates ranging from [removed: March] [added: December] 31, 2022, to June 30, 2035. |

[removed: The] [added: In 2021, the distribution operations of our Knoxville, Tennessee, DC finished merging into our Lebanon, Tennessee, DC and the] existing store portion of [removed: the Nashville,] [added: our Knoxville,] Tennessee, DC facility [removed: remained] [added: remains] a large Hub that continues to provide same day parts availability in the [removed: attractive Nashville] [added: Knoxville] market.

Additionally, we [added: opened our new Horn Lake, Mississippi, DC in 2021, and when appropriate, we] plan to merge our North Little Rock, Arkansas, DC into our new Horn Lake, Mississippi, [removed: DC, which we expect to open in mid-2021.][added: DC.]

We believe the growth capacity in our [removed: DCs, along with the additional capacity of our new Horn Lake, Mississippi, DC,] [added: DCs] will provide us with the DC infrastructure needed for near-term expansion.

Our corporate office operations occur primarily in Springfield, Missouri, and as of December 31, [removed: 2020,] [added: 2021,] the total square footage was 0.6 million square feet, substantially all of which was owned.

These and other factors affecting our suppliers and our access to products could adversely affect our results of operations, financial condition and cash flows.

Our ability

We and our third-party service providers and vendors have taken significant and appropriate steps to protect this information, including maintaining compliance with payment card industry and National Clearing House standards and a security program that includes updating technology and security policies, employee training and monitoring and routine testing of our systems.

A compromise of our security measures or those of a third-party party we entrust could result in information related to our customers, suppliers, Team Members or the Company being obtained or misused by unauthorized persons, adverse operational effects or interruptions or costs to the Company to address the breach, all of which could have a material adverse impact on our results of operations, financial condition and cash flows.

In addition, the regulatory environment related to information security and privacy is constantly evolving and may increase our responsibility and liability in relation to personal data that we process, which may require the investment of additional mechanisms to ensure compliance with privacy laws and regulations.

The cost of complying with stricter and more complex data privacy, data collection and information security laws and standards could be significant to us.

While it is uncertain whether these initiatives will become law, new or more stringent climate change-related mandates, laws or regulations, or stricter interpretations of existing mandates, laws or regulations could potentially be forthcoming.

These matters, if enacted, could adversely impact our costs, by, among other things, increasing fuel prices or requiring additional expenditures by us or our suppliers to comply, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

| Total | ​ | ​ | ​ | 28 | | 12,082 |

The store servicing capability of our 28 existing U.S. DCs is approximately 6,075 stores, providing a growth capacity of 300 to 450 U.S. stores.

In addition, the regulatory environment related to information security and privacy is constantly evolving, and compliance with those requirements could result in additional costs.

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.

| Total | ​ | ​ | ​ | 28 | | 11,644 |

In 2020, we relocated our Nashville, Tennessee, DC into a larger facility in Lebanon, Tennessee, providing a larger, more efficient facility that serves both markets in March 2020.

The distribution operations of our Knoxville, Tennessee, DC are in the process of being merged into our Lebanon, Tennessee, DC, which is expected to be completed in 2021, and the existing store portion of our Knoxville, Tennessee, DC facility will remain a large Hub that will continue to provide same day parts availability in the Knoxville market.

The store servicing capability of our 28 existing U.S. DCs is approximately 6,180 stores, providing a growth capacity of more than 585 U.S. stores, which will increase by approximately 150 net, stores with the completion of our Horn Lake, Mississippi, DC and the conversion of our North Little Rock, Arkansas, DC into a Hub facility in 2021.

| | ● | an overview of the key drivers [added: and other influences to] of the automotive aftermarket industry; |

| | ● | our results of operations for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019;] [added: 2020;] |

| | ● | our critical accounting estimates; [added: and] |

Our sales and total gross profit dollars [removed: are] [added: 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 [added: enhanced] sales and profitability in our industry.

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; [removed: and] professional paint shop mixing and related [removed: materials.][added: materials; and machine shops.]

As of December 31, [removed: 2020,] [added: 2021,] we operated [removed: 5,594] [added: 5,759] stores in 47 U.S. states and [removed: 22] [added: 25] stores in Mexico.

Due to the nature of these macroeconomic factors, we are unable to determine how long current [removed: conditions] [added: conditions, including the pandemic,] will persist and the degree of impact future changes may have on our [removed: business.][added: business, industry or broader economic conditions.]

Macroeconomic factors, such as [removed: increases in the] [added: total] U.S. [removed: unemployment rate,] [added: unemployment,] and demand drivers specific to the automotive aftermarket, such as U.S. miles driven, have been pressured as a result of responses to the COVID-19 pandemic, [removed: such as] [added: including] stay at home orders, work from home arrangements and reduced travel.

[removed: Further government] [added: Government] measures or consumer and business behavior [removed: could continue] [added: in response] to [added: the COVID-19 pandemic could again] have a negative impact on miles driven, but we are unable to predict the duration and severity of the impact to our business.

As reported by The Auto Care Association, the total number of registered vehicles increased [removed: 10.4%] [added: 12.7%] from [removed: 2009] [added: 2010] to [removed: 2019,] [added: 2020,] bringing the number of light vehicles on the road to [removed: 278] [added: 281] million by the end of [removed: 2019.][added: 2020.]

[removed: For] [added: Although] the [removed: year ended December 31, 2020,] [added: rate of new vehicle sales has been pressured due to supply chain constraints experienced by manufacturers,] the [added: outlook for the] seasonally adjusted annual rate of light vehicle sales in the U.S. (“SAAR”) was approximately [removed: 16.3 million.][added: 12.4 million for the year ended December 31, 2021.]

[removed: In the past decade,] [added: From 2010 to 2020,] vehicle scrappage rates have remained relatively stable, ranging from 4.1% to 5.7% annually.

As a result, over the past decade, the average age of the U.S. vehicle population has increased, growing [removed: 18.0%,] [added: 12.3%,] from [removed: 10.0] [added: 10.6] years in [removed: 2009] [added: 2010] to [removed: 11.8] [added: 11.9] years in [removed: 2019.][added: 2020.]

We believe [removed: this] [added: the] increase in average [added: vehicle] age can be attributed to better engineered and manufactured vehicles, which can be reliably driven at higher mileages due to better quality power trains, interiors and [removed: exteriors] [added: exteriors,] and the consumer’s willingness to invest in maintaining these higher-mileage, better built vehicles.

[removed: The] [added: | (k) | In 2019, the Company acquired Mayoreo de Autopartes y Aceites, S.A. de C.V. (“Mayasa”), which added 21 stores to the O’Reilly store count. Financial] results [removed: of Mayasa’s operations] [added: for this acquired company] have been included in the Company’s consolidated financial statements [removed: and results of operations] beginning from the date of [added: the] acquisition. [added: |]

[removed: We believe these] [added: The] government stimulus [removed: payments and] [added: payments,] enhanced unemployment benefits, [removed: along with the easing] [added: and general economic recovery, including lifting] of stay at home orders and [removed: the] associated [added: ongoing] market [removed: reopenings beginning in May and June and favorable] [added: reopenings, when combined with positive] industry dynamics, such as consumers investing in existing [removed: vehicles, led] [added: vehicles and favorable weather, contributed] to strong demand [removed: for our products beginning] in [removed: April and continuing through] the [removed: remainder of 2020.][added: year ended December 31, 2021.]

The following table includes income statement data as a percentage of sales, which is computed independently and may not compute to presented totals due to rounding differences, for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019:][added: 2020:]

| ​ | ​ | [added: ​ |] For the Year Ended | | | | | [added: | | |]

| ​ | ​ | December [removed: 31, | | |] [added: 31, 2021,] | |

[removed: | ​ | | 2020 | | ​ | 2019 | |][added: _2020 Compared to 2019:_]

| Cost of goods sold, including warehouse and distribution expenses | | [removed: 47.6] [added: 47.3] | ​ | ​ | [removed: 46.9] [added: 47.6] | |

| Gross profit | | [removed: 52.4] [added: 52.7] | ​ | ​ | [removed: 53.1] [added: 52.4] | |

| Selling, general and administrative expenses | | [removed: 31.6] [added: 30.8] | ​ | ​ | [removed: 34.2] [added: 31.6] | |

| Operating income | | [removed: 20.8] [added: 21.9] | | ​ | [removed: 18.9] [added: 20.8] | |

| Interest expense | | [removed: (1.4)] [added: (1.1)] | ​ | ​ | (1.4) | |

| Income before income taxes | | [removed: 19.5] [added: 20.9] | ​ | ​ | [removed: 17.6] [added: 19.5] | ​ |

| Provision for income taxes | | [removed: 4.4] [added: 4.6] | ​ | ​ | [removed: 3.9] [added: 4.4] | |

| Net income [added: (1)] | | [removed: 15.1] [added: 16.2] | % | ​ | [removed: 13.7] [added: 15.1] | % |

Sales for the year ended December 31, [removed: 2020,] [added: 2021,] increased [removed: $1.45] [added: $1.72] billion, or [removed: 14%,] [added: 15%,] to [removed: $11.60] [added: $13.33] billion from [removed: $10.15] [added: $11.60] billion for the same period in [removed: 2019.][added: 2020.]

Comparable store sales for stores open at least one year increased [removed: 10.9%] [added: 13.3%] and [removed: 4.0%] [added: 10.9%] for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

The following table presents the components of the increase in sales for the year ended December 31, [removed: 2020] [added: 2021] (in millions):

| ​ | ​ | Compared to the Same Period in [removed: 2019] [added: 2020] | |

| Comparable store sales | ​ | $ | [removed: 1,082] [added: 1,496] |

| Sales for stores opened throughout [removed: 2019,] [added: 2020,] excluding stores open at least one year that are included in comparable store sales, and [added: Mexico store] sales [removed: from the acquired Mayasa stores] | ​ | | [removed: 120] [added: 81] |

| Sales for stores opened throughout [removed: 2020] [added: 2021] | ​ | | [removed: 123] [added: 140] |

| Sales from Leap Day | ​ | ​ | [removed: 34] [added: (34)] |

| [removed: Decline in sales] [added: Sales] for stores that have [added: closed, including temporarily] closed [added: stores] | ​ | | [removed: (9)] [added: (2)] |

| Includes sales of machinery and sales to independent parts stores and Team Members | ​ | | [removed: 105] [added: 42] |

| Total increase in sales | ​ | $ | [removed: 1,455] [added: 1,723] |

However, government stimulus and additional unemployment benefits, the ongoing gradual reopening processes across markets we operate in and increased miles driven have positively impacted our performance.

According to the U.S. Department of Transportation, the number of total miles driven in the U.S. decreased 13.2% in 2020, as a result of responses to the COVID-19 pandemic, however for 2021, miles driven improved and increased 11.2%.

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.

The increase in average vehicle age also benefits from an environment of a new vehicle scarcity and higher than typical used vehicle prices, as consumers are more willing to continue to invest in their current vehicle.

A key event that has had a significant impact on our operations is the COVID-19 pandemic.

As we navigate the ongoing challenges resulting from the COVID-19 pandemic, we continue to place additional emphasis on the safety and wellness of our Team Members and our customers.

During the year ended December 31, 2021, the increased level of vaccinations, the ongoing reopening processes across markets we operate in, government stimulus payments and enhanced unemployment benefits positively impacted demand for the products we sell.

We continue to keep our stores open and operating to meet our customers’ critical needs, while also ensuring the safety of our Team Members and customers through strict adherence to safety protocols.

However, we cannot predict how long the current crisis will last or the extent of its future impacts on our customers, our Team Members, our supply chain and overall industry demand.

The table below compares the Company’s selected financial data over a ten-year period:

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Year ended December 31, | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 | | 2014 | | 2013 | | 2012 | |

| (In thousands, except per share, Team Members, stores and ratio data) | | | | | | | | | | | | | | | | | | | | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| SELECT INCOME STATEMENT RELATED DATA: | | | | | | | | | | | | | | | | | | | | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Percentage increase in comparable store sales (a)(b) | | 13.3 | % | 10.9 | % | 4.0 | % | 3.8 | % | 1.4 | % | 4.8 | % | 7.5 | % | 6.0 | % | 4.6 | % | 3.5 | % |

| Sales ($) | | 13,327,563 | | 11,604,493 | | 10,149,985 | | 9,536,428 | | 8,977,726 | | 8,593,096 | | 7,966,674 | | 7,216,081 | | 6,649,237 | | 6,182,184 | |

| Gross profit | | 7,019,949 | | 6,085,692 | | 5,394,691 | | 5,039,966 | | 4,720,683 | | 4,509,011 | | 4,162,643 | | 3,708,901 | | 3,369,001 | | 3,097,418 | |

| Operating income | | 2,917,168 | | 2,419,336 | | 1,920,726 | | 1,815,184 | | 1,725,400 | | 1,699,206 | | 1,514,021 | | 1,270,374 | | 1,103,485 | | 977,393 | |

| Net income ($) (c)(d) | | 2,164,685 | | 1,752,302 | | 1,391,042 | | 1,324,487 | | 1,133,804 | | 1,037,691 | | 931,216 | | 778,182 | | 670,292 | | 585,746 | |

| Earnings per share – basic ($) | | 31.39 | | 23.74 | | 18.07 | | 16.27 | | 12.82 | | 10.87 | | 9.32 | | 7.46 | | 6.14 | | 4.83 | |

| Earnings per share – assuming dilution ($) (c)(d) | | 31.10 | | 23.53 | | 17.88 | | 16.10 | | 12.67 | | 10.73 | | 9.17 | | 7.34 | | 6.03 | | 4.75 | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| SELECT BALANCE SHEET AND CASH FLOW RELATED DATA: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Total assets ($) (e) | | 11,718,707 | | 11,596,642 | | 10,717,160 | | 7,980,789 | | 7,571,885 | | 7,204,189 | | 6,676,684 | | 6,532,083 | | 6,057,895 | | 5,741,241 | |

| Total debt ($) (e) | ​ | 3,826,978 | | 4,123,217 | | 3,890,527 | | 3,417,122 | | 2,978,390 | | 1,887,019 | | 1,390,018 | | 1,388,422 | | 1,386,895 | | 1,088,011 | |

| Shareholders’ equity ($) (c) | | (66,423) | | 140,258 | | 397,340 | | 353,667 | | 653,046 | | 1,627,136 | | 1,961,314 | | 2,018,418 | | 1,966,321 | | 2,108,307 | |

| Inventory turnover (f) | | 1.7 | | 1.5 | | 1.4 | | 1.4 | | 1.4 | | 1.5 | | 1.5 | | 1.4 | | 1.4 | | 1.4 | |

| Accounts payable to inventory (g) | | 127.4 | % | 114.5 | % | 104.4 | % | 105.7 | % | 106.0 | % | 105.7 | % | 99.1 | % | 94.6 | % | 86.6 | % | 84.7 | % |

| Cash provided by operating activities ($) (h) | | 3,207,310 | | 2,836,603 | | 1,708,479 | | 1,727,555 | | 1,403,687 | | 1,510,713 | | 1,345,488 | | 1,190,430 | | 908,026 | | 1,251,555 | |

| Capital expenditures ($) | | 442,853 | | 465,579 | | 628,057 | | 504,268 | | 465,940 | | 476,344 | | 414,020 | | 429,987 | | 395,881 | | 300,719 | |

| Free cash flow ($) (h)(i) | | 2,548,922 | | 2,189,995 | | 1,020,649 | | 1,188,584 | | 889,059 | | 978,375 | | 868,390 | | 760,443 | | 512,145 | | 950,836 | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| SELECT OPERATING DATA: | | | | | | | | | | | | | | | | | | | | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Number of Team Members at year end | | 82,852 | | 77,654 | | 82,484 | | 78,882 | | 75,552 | | 74,580 | | 71,621 | | 67,569 | | 61,909 | | 53,063 | |

| Total number of stores at year end (j)(k) | | 5,784 | | 5,616 | | 5,460 | | 5,219 | | 5,019 | | 4,829 | | 4,571 | | 4,366 | | 4,166 | | 3,976 | |

| Number of U.S. stores at year end (j) | ​ | 5,759 | | 5,594 | | 5,439 | | 5,219 | | 5,019 | | 4,829 | | 4,571 | | 4,366 | | 4,166 | | 3,976 | |

| | ● | any contractual obligations, to which we are committed; |

| | ● | any off-balance sheet arrangements we utilize; |

| | ● | the inflation and seasonality of our business; and |

Gradual reopening processes across many markets positively impacted our performance beginning in the second quarter and continuing into our third and fourth quarters; however, we are unable to predict the ongoing and future impact of the pandemic on broader economic conditions or our industry.

According to the Department of Transportation, the number of total miles driven in the U.S. increased 0.9% and 0.4% in 2019 and 2018, respectively, and through February of 2020, year-to-date miles driven increased 2.1%.

Miles driven dramatically declined beginning in March of 2020, and through December 2020, year-to-date miles driven decreased 13.2%, as a result of the measures taken by state and local

governments in response to COVID-19 and the impact to economic activity as consumers responded to COVID-19.

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

After the close of business on November 29, 2019, we completed the acquisition of Mayasa, a specialty retailer of automotive aftermarket parts headquartered in Guadalajara, Jalisco, Mexico pursuant to a stock purchase agreement.

At the time of the acquisition, Mayasa operated six distribution centers, 21 Orma Autopartes stores and served over 2,000 independent jobber locations in 28 Mexican states.

The COVID-19 pandemic has caused significant disruption to the economy, placing pressure on our business beginning in mid-March 2020, as stay at home orders and/or business restrictions were put in place in most cities, counties and states.

This pressure continued until mid-April when our customers began to receive Economic Impact Payments under the CARES Act.

We have been deemed an essential service provider in the communities we serve, and have taken many steps to promote the health and safety of our customers and Team Members, while keeping our stores open and operating to meet our customers’ critical needs during the COVID-19 crisis.

In addition, when our business was pressured at the end of the first quarter, we took steps to strengthen our liquidity and mitigate the expected ongoing impact on our operations and financial performance.

These actions include, but are not limited to:

| | ● | Implementing social distancing standards throughout the Company, providing our Team Members with personal protective equipment and modifying store procedures, including the implementation of curbside pickup for Buy Online, Pick Up In-Store orders, enhanced cleaning protocols, health screening, contact tracing and mandatory masking for all Team Members; |

| | ● | Putting in place programs to relax attendance policies, as well as advance sick time to assist Team Members who are place in quarantine or need time away to support family members effective by COVID-19; |

| | ● | Temporarily deferring certain capital investments, many of which have now resumed, and prudently managing our cost structure in response to sales volatility; |

| | ● | Successfully issuing $500 million aggregate principal amount unsecured 4.20% Senior Notes due 2030, and drawing a precautionary $250 million on our existing revolving credit facility, however during the second quarter of 2020, this additional draw was repaid; |

| | ● | Temporarily suspending our share repurchase program on March 16, 2020, however, the program resumed on May 29, 2020, based on the improved business environment and outlook; and |

| | ● | Utilizing relief efforts as part of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) signed into law on March 27, 2020, which included bonus depreciation on eligible property, deferral of employer portion of social security taxes and deferral of certain tax payments. |

While we continue to make adjustments as we navigate the current environment, we are unable to predict how long the current crisis will last or the extent of the impact on our customers and our business.

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| --- | --- | --- | --- |

| ​ | ​ | December 31, 2020, | |

The Company incurred significant sales headwinds beginning in the middle of March and through the middle of April, as a result of COVID-19; however, the government stimulus payments, enhanced unemployment benefits, easing of stay at home orders and the associated market reopenings beginning in May and June, when combined with favorable industry dynamics, such as consumers investing in existing vehicles, led to strong demand for our products over the remainder of the second quarter and continuing through the remainder of 2020.

As the COVID-19 stay at home orders and business restrictions took effect in our markets in the middle of March 2020, transaction counts for both DIY and professional service provider customers turned sharply negative, with a larger impact realized on the professional side of the business, as we believe a larger segment of the demographic served by our professional service provider customers is more likely to accommodate working from home than a typical DIY customer.

However, in the middle of April 2020, as the government stimulus and enhanced unemployment benefits reached consumers, we saw a reversal in transaction counts, with a more immediate impact realized on the DIY side of the business.

Improved transaction counts continued through December 2020, as states implemented reopening plans and many individuals returned to work.

We cannot predict what continued impact the COVID-19 pandemic will have to our business in the future given the high degree of uncertainty as to the duration and severity of the pandemic, the potential future changes to economic reopening plans and the mitigating impact of government stimulus for consumers.

In addition, on January 1, 2019, we began operating 33 acquired Bennett stores, and during the year ended December 31, 2019, we merged 13 of these acquired Bennett stores into existing O’Reilly locations and rebranded the remaining 20 Bennett stores as O’Reilly stores.

After the close of business on November 29, 2019, we acquired 21 stores from Mayasa.

2019 Compared to 2018

Decreased demand for our products or changes in customer buying patterns could negatively impact our ability to generate funds from operations.

As we operated amid uncertainty and disruption caused by the COVID-19 pandemic, we have demonstrated our ability to take prudent steps to support the future stability and financial flexibility of our Company.

At the onset of disruption caused by the COVID-19 pandemic, our Teams took decisive action to reduce costs and conserve cash, which included delaying capital investments, reducing operating costs and temporarily suspending our share repurchase program from March 16, 2020, through May 28, 2020.

As we are unable to determine the duration or potential increase in severity of this crisis, we cannot predict its future impacts on our ability to generate funds from operations or maintain liquidity, and accordingly, we will continue to make adjustments as we navigate the current and expected environment.

_Liquidity and related ratios:_

​

GENERAL INFORMATION

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

O’Reilly is one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, equipment and accessories in the United States (“U.S.”), 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.

After the close of business on November 29, 2019, we completed the acquisition of Mayoreo de Autopartes y Aceites, S.A. de C.V. (“Mayasa”), a specialty retailer of automotive aftermarket parts headquartered in Guadalajara, Jalisco, Mexico pursuant to a stock purchase agreement.

At the time of the acquisition, Mayasa operated six distribution centers, 21 Orma Autopartes stores and served over 2,000 independent jobber locations in 28 Mexican states.

At December 31, 2020, we operated 5,594 stores in 47 states in the United States and 22 stores in Mexico.

Our stores carry an extensive product line, including

| | ● | new and remanufactured automotive hard parts and maintenance items, such as alternators, batteries, brake system components, belts, chassis parts, driveline parts, engine parts, fuel pumps, hoses, starters, temperature control, water pumps, antifreeze, appearance products, engine additives, filters, fluids, lighting, oil and wiper blades; and |

| --- | --- | --- |

| | ● | accessories, such as floor mats, seat covers and truck accessories. |

| --- | --- | --- |

Our stores offer many enhanced services and programs to our customers, such as

| | ● | battery diagnostic testing; |

| --- | --- | --- |

| | ● | battery, wiper and bulb replacement; |

| --- | --- | --- |

| | ● | check engine light code extraction, where allowed by law; |

| --- | --- | --- |

| | ● | custom hydraulic hoses; |

| --- | --- | --- |

| | ● | drum and rotor resurfacing; |

| --- | --- | --- |

| | ● | electrical and module testing; |

| --- | --- | --- |

| | ● | loaner tool program; |

| --- | --- | --- |

| | ● | professional paint shop mixing and related materials; and |

| --- | --- | --- |

| | ● | used oil, oil filter and battery recycling. |

| --- | --- | --- |

See the “Risk Factors” section of this annual report on Form 10-K for a description of certain risks relevant to our business.

These risk factors include, among others, risk related to the novel coronavirus (“COVID-19”) pandemic, deteriorating economic conditions, competition in the automotive aftermarket business, our sensitivity to regional economic and weather conditions, our relationships with key suppliers and availability of key products, complications in our distribution centers (“DCs”), failure to protect our brand and reputation, risks associated with international operations, unanticipated fluctuations in our quarterly results, the volatility of the market price of our common stock, our increased debt levels, a downgrade in our credit ratings, future growth assurance, our dependence upon key and other personnel, our acquisition strategies, 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 superior customer service and expense control.

Our intent is to be the dominant auto parts provider in all the markets we serve, by providing a higher level of customer service and a better value position than our competitors to both DIY and professional service provider customers.

[removed: The] [added: Based on existing facts and historical patterns, the] Company accrues for litigation losses in instances where [removed: a material] [added: an] adverse outcome is probable and the Company is able to reasonably estimate the probable [removed: loss.][added: loss in accordance with Accounting Standard Codification 450-20.]

The Company [added: also] accrues for an estimate of [removed: material] legal costs to be incurred [removed: in pending] [added: for] litigation matters.

Although the Company cannot ascertain the amount of liability that it may incur from [removed: any of these] [added: legal] matters, it does not currently believe that, in the aggregate, these matters, taking into account applicable insurance and accruals, will have a material adverse effect on its consolidated financial position, results of operations or cash flows in a particular quarter or annual period.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

At June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the voting stock held by non-affiliates of the Company was [removed: $25,984,638,678] [added: $32,941,377,581] based on the last price of the common stock reported by The [removed: NASDAQ] [added: Nasdaq] Global Select Market.

At February [removed: 22, 2021,] [added: 21, 2022,] an aggregate of [removed: 70,206,669] [added: 66,600,918] shares of common stock of the registrant were outstanding.

Portions of the definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2020,] [added: 2021,] are incorporated by reference into Part III.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2020][added: 2021]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| [Item 1.](#Item1Business_676281) | [Business](#Item1Business_676281) | [removed: 3] [added: 5] |

| [Item 1A.](#Item1ARiskFactors_428092) | [Risk Factors](#Item1ARiskFactors_428092) | [removed: 15] [added: 17] |

| [Item 1B.](#Item1BUnresolvedStaffComments_370595) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_370595) | [removed: 20] [added: 22] |

| [Item 2.](#Item2Properties_805477) | [Properties](#Item2Properties_805477) | [removed: 20] [added: 22] |

| [Item 3.](#Item3LegalProceedings_233756) | [Legal Proceedings](#Item3LegalProceedings_233756) | [removed: 21] [added: 23] |

| [Item 4.](#Item4MineSafetyDisclosures_603933) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_603933) | [removed: 21] [added: 23] |

| [Item 5.](#Item5MarketForRegistrantsCommonEquityRel) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketForRegistrantsCommonEquityRel) | [removed: 22] [added: 24] |

| [Item 6.](#Item6SelectedFinancialData_732535) | [removed: [Selected Financial Data](#Item6SelectedFinancialData_732535)] [added: [\[Reserved\]](#Item6SelectedFinancialData_732535)] | [removed: 24] [added: 25] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures about Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 39] [added: 38] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 40] [added: 39] |

| [Item 9.](#Item9ChangesinandDisagreementsWithAccoun) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementsWithAccoun) | [removed: 72] [added: 70] |

| [Item 9A.](#Item9AControlsandProcedures_464857) | [Controls and Procedures](#Item9AControlsandProcedures_464857) | [removed: 72] [added: 70] |

| [Item 9B.](#Item9BOtherInformation_307007) | [Other Information](#Item9BOtherInformation_307007) | [removed: 73] [added: 71] |

| [Item 10.](#Item10DirectorsExecutiveOfficersandCorpo) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | [removed: 74] [added: 72] |

| [Item 11.](#Item11ExecutiveCompensation_814873) | [Executive Compensation](#Item11ExecutiveCompensation_814873) | [removed: 74] [added: 72] |

| [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](#Item12SecurityOwnershipofCertainBenefici) | [removed: 75] [added: 73] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 75] [added: 73] |

| [Item 14.](#Item14PrincipalAccountantFeesandServices) | [Principal Accounting Fees and Services](#Item14PrincipalAccountantFeesandServices) | [removed: 75] [added: 73] |

| [Item 15.](#Item15ExhibitsandFinancialStatementSched) | [Exhibits and Financial Statement Schedules](#Item15ExhibitsandFinancialStatementSched) | [removed: 76] [added: 74] |

| [Item 16](#Item16Form10KSummary_792487) | [Form 10-K Summary](#Item16Form10KSummary_792487) | [removed: 79] [added: 77] |

Such statements are subject to risks, uncertainties and assumptions, including, but not limited to, the COVID-19 pandemic or other public health [removed: crises,] [added: crises;] the economy in [removed: general, inflation,] [added: general; inflation;] consumer debt [removed: levels,] [added: levels;] product [removed: demand,] [added: demand;] the market for auto [removed: parts, competition, weather, tariffs,] [added: parts; competition; weather; tariffs; availability of key products and supply chain disruptions; business interruptions, including] terrorist activities, war and the threat of [removed: war, risks associated with] [added: war; failure to protect our brand and reputation; challenges in international markets; volatility of] the [removed: performance] [added: market price] of [removed: acquired businesses,] our [added: common stock; our] increased debt [removed: levels,] [added: levels;] credit ratings on public [removed: debt,] [added: debt; historical growth rate sustainability;] our ability to hire and retain qualified [removed: employees,] [added: employees; risks associated with the performance of acquired businesses;] information security and [removed: cyber-attacks] [added: cyber-attacks;] and governmental regulations.

Please refer to the “Risk Factors” section in this annual report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] and subsequent Securities and Exchange Commission filings, for additional factors that could materially affect our financial performance.

| [Item 9C.](#Item9BOtherInformation_307007) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | 71 |

Item 1.

Business

​

GENERAL INFORMATION

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

O’Reilly is one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, equipment and accessories in the United States (“U.S.”), 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, 2021, we operated 5,759 stores in 47 states in the United States and 25 stores in Mexico.

Our stores carry an extensive product line, including

| | ● | new and remanufactured automotive hard parts and maintenance items, such as alternators, batteries, brake system components, belts, chassis parts, driveline parts, engine parts, fuel pumps, hoses, starters, temperature control, water pumps, antifreeze, appearance products, engine additives, filters, fluids, lighting, oil and wiper blades; and |

| --- | --- | --- |

| | ● | accessories, such as floor mats, seat covers and truck accessories. |

| --- | --- | --- |

Our stores offer many enhanced services and programs to our customers, such as

| | ● | battery diagnostic testing; |

| --- | --- | --- |

| | ● | battery, wiper and bulb replacement; |

| --- | --- | --- |

| | ● | check engine light code extraction, where allowed by law; |

| --- | --- | --- |

| | ● | custom hydraulic hoses; |

| --- | --- | --- |

| | ● | drum and rotor resurfacing; |

| --- | --- | --- |

| | ● | electrical and module testing; |

| --- | --- | --- |

| | ● | loaner tool program; |

| --- | --- | --- |

| | ● | professional paint shop mixing and related materials; and |

| --- | --- | --- |

| | ● | used oil, oil filter and battery recycling. |

| --- | --- | --- |

See the “Risk Factors” section of this annual report on Form 10-K for a description of certain risks relevant to our business.

These risk factors include, among others, risk related to the novel coronavirus (“COVID-19”) pandemic, deteriorating economic conditions, competition in the automotive aftermarket business, our sensitivity to regional economic and weather conditions, our relationships with key suppliers and availability of key products, complications in our distribution centers (“DCs”), failure to protect our brand and reputation, risks associated with international operations, unanticipated fluctuations in our quarterly results, the volatility of the market price of our common stock, our increased debt levels, a downgrade in our credit ratings, future growth assurance, our dependence upon key personnel, our acquisition strategies, 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 superior customer service and expense control.

As of February [removed: 18, 2021,] [added: 17, 2022,] the Company had approximately [removed: 420,000] [added: 552,000] shareholders of common stock based on the number of holders of record and an estimate of individual participants represented by security position listings.

There were no sales of unregistered securities during the year ended December 31, [removed: 2020.][added: 2021.]

The following table identifies all repurchases during the fourth quarter ended December 31, [removed: 2020,] [added: 2021,] of any of the Company’s securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, by or on behalf of the Company or any affiliated purchaser (in thousands, except per share [added: price] data):

The graph below shows the cumulative total shareholder return assuming the investment of $100, on December 31, [removed: 2015,] [added: 2016,] and the reinvestment of dividends thereafter, if any, in the Company’s common stock versus the Standard and Poor’s S&P 500 Retail Index (“S&P 500 Retail Index”) and the Standard and Poor’s S&P 500 Index (“S&P 500”).

[removed: ][added: ]

| Company/Index | | [removed: 2015 | | |] 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | [added: | 2021 | |]

| October 1, 2021, to October 31, 2021 | | 322 | ​ | $ | 617.35 | | 322 | ​ | $ | 776,033 |

| November 1, 2021, to November 30, 2021 | | 194 | ​ | | 635.96 | | 194 | ​ | | 2,152,491 |

| December 1, 2021, to December 31, 2021 | | 220 | ​ | | 667.08 | | 220 | ​ | $ | 2,005,536 |

| Total as of December 31, 2021 | | 736 | ​ | $ | 637.15 | | 736 | ​ | | |

| (1) | The authorizations under the share repurchase program that currently have capacity are scheduled to expire on May 27, 2024 and November 17, 2024. No other share repurchase programs existed during the twelve months ended December 31, 2021. See Note 9 “Share Repurchase Program” to the Consolidated Financial Statements for further information on our share repurchases. |

| O’Reilly Automotive, Inc. | ​ | $ | 100 | ​ | $ | 86 | ​ | $ | 124 | ​ | $ | 157 | ​ | $ | 163 | ​ | $ | 254 |

| S&P 500 Retail Index | ​ | | 100 | ​ | | 129 | ​ | | 145 | ​ | | 182 | ​ | | 265 | ​ | | 316 |

| S&P 500 | ​ | $ | 100 | ​ | $ | 119 | ​ | $ | 112 | ​ | $ | 144 | ​ | $ | 168 | ​ | $ | 213 |

| October 1, 2020, to October 31, 2020 | | 779 | ​ | $ | 457.71 | | 779 | ​ | $ | 1,118,244 |

| November 1, 2020, to November 30, 2020 | | 714 | ​ | | 449.32 | | 714 | ​ | | 797,226 |

| December 1, 2020, to December 31, 2020 | | 705 | ​ | | 448.08 | | 705 | ​ | $ | 481,538 |

| Total as of December 31, 2020 | | 2,198 | ​ | $ | 451.90 | | 2,198 | ​ | | |

| (1) | Under the Company’s share repurchase program, as approved by its Board of Directors on January 11, 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 not to exceed a dollar limit authorized by the Board of Directors. The Company’s Board of Directors may increase or otherwise modify, renew, suspend or terminate the share repurchase program at any time, without prior notice. As announced on February 5, 2020, October 28, 2020, and February 10, 2021, the Company’s Board of Directors each time approved a resolution to increase the authorization amount under the share repurchase program by an additional $1.0 billion, resulting in a cumulative authorization amount of $15.8 billion. Each additional authorization is effective for a three–year period, beginning on its respective announcement date. The authorizations under the share repurchase program that currently have capacity are scheduled to expire on October 28, 2023 and February 10, 2024. No other share repurchase programs existed during the twelve months ended December 31, 2020. |

The Company repurchased a total of 4.8 million shares of its common stock under its publicly announced share repurchase program during the year ended December 31, 2020, at an average price per share of $431.93, for a total investment of $2.1 billion.

Subsequent to the end of the year and through February 26, 2021, the Company repurchased an additional 1.1 million shares of its common stock, at an average price per share of $447.49, for a total investment of $478.4 million.

The Company has repurchased a total of 82.1 million shares of its common stock under its share repurchase program since the inception of the program in January of 2011 and through February 26, 2021, at an average price of $179.65, for a total aggregate investment of $14.7 billion.

| O’Reilly Automotive, Inc. | ​ | $ | 100 | ​ | $ | 110 | ​ | $ | 95 | ​ | $ | 136 | ​ | $ | 173 | ​ | $ | 179 |

| S&P 500 Retail Index | ​ | | 100 | ​ | | 105 | ​ | | 135 | ​ | | 152 | ​ | | 191 | ​ | | 278 |

| S&P 500 | ​ | $ | 100 | ​ | $ | 110 | ​ | $ | 131 | ​ | $ | 123 | ​ | $ | 158 | ​ | $ | 184 |

The table below compares the “Company’s selected financial data over a ten-year period:

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Years ended December 31, | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 | | 2014 | | 2013 | | 2012 | | 2011 | |

| (In thousands, except per share, Team Members, stores and ratio data) | | | | | | | | | | | | | | | | | | | | | |

| INCOME STATEMENT DATA: | | | | | | | | | | | | | | | | | | | | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Sales ($) | | 11,604,493 | | 10,149,985 | | 9,536,428 | | 8,977,726 | | 8,593,096 | | 7,966,674 | | 7,216,081 | | 6,649,237 | | 6,182,184 | | 5,788,816 | |

| Cost of goods sold, including warehouse and distribution expenses | | 5,518,801 | | 4,755,294 | | 4,496,462 | | 4,257,043 | | 4,084,085 | | 3,804,031 | | 3,507,180 | | 3,280,236 | | 3,084,766 | | 2,951,467 | |

| Gross profit | | 6,085,692 | | 5,394,691 | | 5,039,966 | | 4,720,683 | | 4,509,011 | | 4,162,643 | | 3,708,901 | | 3,369,001 | | 3,097,418 | | 2,837,349 | |

| Selling, general and administrative expenses | | 3,666,356 | | 3,473,965 | | 3,224,782 | | 2,995,283 | | 2,809,805 | | 2,648,622 | | 2,438,527 | | 2,265,516 | | 2,120,025 | | 1,973,381 | |

| Former CSK officer clawback | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (2,798) | |

| Operating income | | 2,419,336 | | 1,920,726 | | 1,815,184 | | 1,725,400 | | 1,699,206 | | 1,514,021 | | 1,270,374 | | 1,103,485 | | 977,393 | | 866,766 | |

| Write-off of asset-based revolving credit agreement debt issuance costs | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (21,626) | |

| Termination of interest rate swap agreements | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (4,237) | |

| Other income (expense), net | | (152,931) | | (130,397) | | (121,097) | | (87,596) | | (62,015) | | (53,655) | | (48,192) | | (44,543) | | (35,872) | | (25,130) | |

| Total other income (expense) | | (152,931) | | (130,397) | | (121,097) | | (87,596) | | (62,015) | | (53,655) | | (48,192) | | (44,543) | | (35,872) | | (50,993) | |

| Income before income taxes | | 2,266,405 | | 1,790,329 | | 1,694,087 | | 1,637,804 | | 1,637,191 | | 1,460,366 | | 1,222,182 | | 1,058,942 | | 941,521 | | 815,773 | |

| Provision for income taxes (a)(b) | | 514,103 | | 399,287 | | 369,600 | | 504,000 | | 599,500 | | 529,150 | | 444,000 | | 388,650 | | 355,775 | | 308,100 | |

| Net income ($) (a)(b) | | 1,752,302 | | 1,391,042 | | 1,324,487 | | 1,133,804 | | 1,037,691 | | 931,216 | | 778,182 | | 670,292 | | 585,746 | | 507,673 | |

| *​* | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| _Basic earnings per common share:_ | | | | | | | | | | | | | | | | | | | | | |

| Earnings per share – basic ($) | | 23.74 | | 18.07 | | 16.27 | | 12.82 | | 10.87 | | 9.32 | | 7.46 | | 6.14 | | 4.83 | | 3.77 | |

| Weighted-average common shares outstanding – basic | | 73,817 | | 76,985 | | 81,406 | | 88,426 | | 95,447 | | 99,965 | | 104,262 | | 109,244 | | 121,182 | | 134,667 | |

| _Earnings per common share -assuming dilution: (a)(b)_ | | | | | | | | | | | | | | | | | | | | | |

| Earnings per share – assuming dilution ($) | | 23.53 | | 17.88 | | 16.10 | | 12.67 | | 10.73 | | 9.17 | | 7.34 | | 6.03 | | 4.75 | | 3.71 | |

| Weighted-average common shares outstanding – assuming dilution | | 74,462 | | 77,788 | | 82,280 | | 89,502 | | 96,720 | | 101,514 | | 106,041 | | 111,101 | | 123,314 | | 136,983 | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| SELECTED OPERATING DATA: | | | | | | | | | | | | | | | | | | | | | |

| Number of Team Members at year end (c) | | 76,257 | | 81,223 | | 78,882 | | 75,552 | | 74,580 | | 71,621 | | 67,569 | | 61,909 | | 53,063 | | 49,324 | |

| Total number of stores at year end (d)(e) | | 5,616 | | 5,460 | | 5,219 | | 5,019 | | 4,829 | | 4,571 | | 4,366 | | 4,166 | | 3,976 | | 3,740 | |

| Number of U.S. stores at year end (d) | ​ | 5,594 | | 5,439 | | 5,219 | | 5,019 | | 4,829 | | 4,571 | | 4,366 | | 4,166 | | 3,976 | | 3,740 | |

| Number of Mexico stores at year end (e) | ​ | 22 | | 21 | | — | | — | | — | | — | | — | | — | | — | | — | |

| Store square footage at year end (c)(f) | ​ | 41,668 | | 40,227 | | 38,455 | | 36,685 | | 35,123 | | 33,148 | | 31,591 | | 30,077 | | 28,628 | | 26,530 | |

| Sales per weighted-average store ($) (c)(g) | | 2,057 | | 1,881 | | 1,842 | | 1,807 | | 1,826 | | 1,769 | | 1,678 | | 1,614 | | 1,590 | | 1,566 | |

| Sales per weighted-average square foot ($) (c)(f)(h) | | 277 | | 255 | | 251 | | 248 | | 251 | | 244 | | 232 | | 224 | | 224 | | 221 | |

| Percentage increase in comparable store sales (c)(i) | | 10.9 | % | 4.0 | % | 3.8 | % | 1.4 | % | 4.8 | % | 7.5 | % | 6.0 | % | 4.6 | % | 3.5 | % | 4.6 | % |

| SELECT BALANCE SHEET AND CASH FLOW DATA: | | | | | | | | | | | | | | | | | | | | | |

| Working capital ($) (j) | | (762,630) | | (635,765) | | (350,918) | | (249,694) | | (142,674) | | (36,372) | | 252,082 | | 430,832 | | 478,093 | | 1,028,330 | |

| Total assets ($) (j) | | 11,596,642 | | 10,717,160 | | 7,980,789 | | 7,571,885 | | 7,204,189 | | 6,676,684 | | 6,532,083 | | 6,057,895 | | 5,741,241 | | 5,494,174 | |

There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended December 31, [removed: 2020,] [added: 2021,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on this assessment, management believes that as of December 31, [removed: 2020,] [added: 2021,] the Company’s internal control over financial reporting was effective based on those criteria.

PART III

Not Applicable.

PART III

None.

Certain information required by Part III is incorporated by reference from the Company’s Proxy Statement on Schedule 14A for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders (“Proxy Statement”), which will be filed with the Securities and Exchange Commission (the “SEC”) within 120 days of the end of the Company’s most recent fiscal year.

[removed: Sastre and] [added: Sastre,] Andrea M.

[removed: Weiss,] [added: Weiss and Fred Whitfield,] each an independent director in accordance with The Nasdaq Stock Market Marketplace Rule 5605(a)(2), the standards of Rule 10A-3 of the Exchange Act and the requirements of The Nasdaq Stock Market Marketplace Rule 5605(c)(2).

[removed: _Compensation] [added: _Human Capital and Compensation] Committee:_

The information required by Item 407(e)(4) and (e)(5) of Regulation S-K will be included in the Company’s Proxy Statement under the captions [removed: “Compensation] [added: “Human Capital and Compensation] Committee Interlocks and Insider Participation” and [removed: “Compensation] [added: “Human Capital and Compensation] Committee Report” and is incorporated herein by reference.

The following consolidated financial statements of O’Reilly Automotive, Inc. and Subsidiaries included in the Annual Shareholders’ Report of the registrant for the year ended December 31, [removed: 2020,] [added: 2021,] are filed with this Annual Report in Part II, Item 8:

_Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019_][added: 2020_]

_Consolidated Statements of Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018_][added: 2019_]

_Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018_][added: 2019_]

_Consolidated Statements of Shareholders’ Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018_][added: 2019_]

_Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018_][added: 2019_]

_Notes to Consolidated Financial Statements for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018_][added: 2019_]

| 4.2 | ​ | [Indenture, dated as of [removed: January 14, 2011,] [added: August 21, 2012,] by and among O’Reilly Automotive, Inc., the subsidiaries party thereto as guarantors, and UMB Bank, N.A., as Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: January 14, 2011,] [added: August 21, 2012,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000119312511008230/dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000119312512363282/d400352dex41.htm)] |

| 4.3 | ​ | [Form of [removed: 4.875%] [added: 3.800%] Note due [removed: 2021,] [added: 2022,] included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: January 14, 2011,] [added: August 21, 2012,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000119312511008230/dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000119312512363282/d400352dex41.htm)] |

| 4.4 | ​ | [Indenture, dated as of [removed: September 19, 2011,] [added: June 20, 2013,] by and among O’Reilly Automotive, Inc., the subsidiaries party thereto as guarantors, and UMB Bank, N.A., as Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: September 19, 2011,] [added: June 20, 2013,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000119312511251369/d233420dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000119312513265281/d556218dex41.htm)] |

| 4.5 | ​ | [Form of [removed: 4.625%] [added: 3.850%] Note due [removed: 2021,] [added: 2023,] included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: September 19, 2011,] [added: June 20, 2013,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000119312511251369/d233420dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000119312513265281/d556218dex41.htm)] |

| 4.6 | ​ | [Indenture, dated as of [removed: August 21, 2012,] [added: March 8, 2016,] by and among O’Reilly Automotive, Inc., the subsidiaries party thereto as guarantors, and UMB Bank, N.A., as Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: August 21, 2012,] [added: March 8, 2016,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000119312512363282/d400352dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465916103357/a16-5176_6ex4d1.htm)] |

| [removed: 4.7] [added: 4.10] | ​ | [Form of [removed: 3.800%] Note [added: for 3.600% Senior Notes] due [removed: 2022,] [added: 2027,] included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated August [removed: 21, 2012,] [added: 17, 2017,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000119312512363282/d400352dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465917052466/a17-19915_5ex4d1.htm)] |

| [removed: 4.8] [added: 4.7] | ​ | [removed: [Indenture,] [added: [Supplemental Indenture,] dated as of [removed: June 20, 2013,] [added: March 8, 2016,] by and among O’Reilly Automotive, Inc., the subsidiaries party thereto as guarantors, and UMB Bank, N.A., as Trustee, filed as Exhibit [removed: 4.1] [added: 4.2] to the Registrant’s Current Report on Form 8-K dated [removed: June 20, 2013,] [added: March 8, 2016,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000119312513265281/d556218dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465916103357/a16-5176_6ex4d2.htm)] |

| [removed: 4.9] [added: 4.8] | ​ | [Form of [removed: 3.850%] [added: 3.550%] Note due [removed: 2023,] [added: 2026,] included in Exhibit [removed: 4.1] [added: 4.2] to the Registrant’s Current Report on Form 8-K dated [removed: June 20, 2013,] [added: March 8, 2016,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000119312513265281/d556218dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465916103357/a16-5176_6ex4d2.htm)] |

| [removed: 4.10] [added: 4.9] | ​ | [removed: [Indenture,] [added: [Second Supplemental Indenture,] dated as of [removed: March 8, 2016,] [added: August 17, 2017,] by and [removed: among] [added: between] O’Reilly Automotive, [removed: Inc., the subsidiaries party thereto as guarantors,] [added: Inc.] and UMB [removed: Bank,] [added: Bank] N.A., as Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: March 8, 2016,] [added: August 17, 2017,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465916103357/a16-5176_6ex4d1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465917052466/a17-19915_5ex4d1.htm)] |

| 4.11 | ​ | [removed: [Supplemental] [added: [Third Supplemental] Indenture, dated as of [removed: March 8, 2016,] [added: May 17, 2018,] by and [removed: among] [added: between] O’Reilly Automotive, [removed: Inc., the subsidiaries party thereto as guarantors,] [added: Inc.] and UMB [removed: Bank,] [added: Bank] N.A., as Trustee, filed as Exhibit [removed: 4.2] [added: 4.1] to the Registrant’s Current Report on Form 8-K dated [removed: March 8, 2016,] [added: May 17, 2018,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465916103357/a16-5176_6ex4d2.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465918034071/a18-12615_4ex4d1.htm)] |

| 4.12 | ​ | [Form of [removed: 3.550%] Note [added: for 4.350% Senior Notes] due [removed: 2026,] [added: 2028,] included in Exhibit [removed: 4.2] [added: 4.1] to the Registrant’s Current Report on Form 8-K dated [removed: March 8, 2016,] [added: May 17, 2018,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465916103357/a16-5176_6ex4d2.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465918034071/a18-12615_4ex4d1.htm)] |

| 4.13 | ​ | [removed: [Second Supplemental Indenture,] [added: [Indenture,] dated as of [removed: August 17, 2017,] [added: May 20, 2019,] by and between O’Reilly Automotive, Inc. and [removed: UMB] [added: U.S.] Bank [removed: N.A.,] [added: Trust Company National Association (formerly known] as [added: U.S. Bank National Association), as] Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: August 17, 2017,] [added: May 20, 2019,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465917052466/a17-19915_5ex4d1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465919030510/a19-10141_1ex4d1.htm)] |

| [removed: 4.14] [added: 4.15] | ​ | [Form of Note for [removed: 3.600%] [added: 3.900%] Senior Notes due [removed: 2027,] [added: 2029,] included in Exhibit [removed: 4.1] [added: 4.2] to the Registrant’s Current Report on Form 8-K dated [removed: August 17, 2017,] [added: May 20, 2019,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465917052466/a17-19915_5ex4d1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465919030510/a19-10141_1ex4d2.htm)] |

| [removed: 4.15] [added: 4.19] | ​ | [Third Supplemental Indenture, dated as of [removed: May 17, 2018,] [added: September 23, 2020,] by and between O’Reilly Automotive, Inc. and [removed: UMB] [added: U.S.] Bank [removed: N.A.,] [added: Trust Company National Association (formerly known] as [added: U.S. Bank National Association), as] Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: May 17, 2018,] [added: September 23, 2020,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465918034071/a18-12615_4ex4d1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920107816/tm2031416d1_ex4-1.htm)] |

| [removed: 4.16] [added: 4.18] | ​ | [Form of Note for [removed: 4.350%] [added: 4.200%] Senior Notes due [removed: 2028,] [added: 2030,] included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: May 17, 2018,] [added: March 27, 2020,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465918034071/a18-12615_4ex4d1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920039548/tm209312d5_ex4-1.htm)] |

| [removed: 4.17] [added: 4.14] | ​ | [removed: [Indenture,] [added: [First Supplemental Indenture,] dated as of May 20, 2019, by and between O’Reilly Automotive, Inc. and U.S. Bank [added: Trust Company] National [removed: Association,] [added: Association (formerly known] as [added: U.S. Bank National Association), as] Trustee, filed as Exhibit [removed: 4.1] [added: 4.2] to the Registrant’s Current Report on Form 8-K dated May 20, 2019, is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465919030510/a19-10141_1ex4d1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465919030510/a19-10141_1ex4d2.htm)] |

| [removed: 4.18] [added: 4.17] | ​ | [removed: [First] [added: [Second] Supplemental Indenture, dated as of [removed: May 20, 2019,] [added: March 27, 2020,] by and between O’Reilly Automotive, Inc. and U.S. Bank [added: Trust Company] National [removed: Association,] [added: Association (formerly known] as [added: U.S. Bank National Association), as] Trustee, filed as Exhibit [removed: 4.2] [added: 4.1] to the Registrant’s Current Report on Form 8-K dated [removed: May 20, 2019,] [added: March 27, 2020,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465919030510/a19-10141_1ex4d2.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920039548/tm209312d5_ex4-1.htm)] |

| [removed: 4.19] [added: 4.20] | ​ | [Form of Note for [removed: 3.900%] [added: 1.750%] Senior Notes due [removed: 2029,] [added: 2031,] included in Exhibit [removed: 4.2] [added: 4.1] to the Registrant’s Current Report on Form 8-K dated [removed: May 20, 2019,] [added: September 23, 2020,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465919030510/a19-10141_1ex4d2.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920107816/tm2031416d1_ex4-1.htm)] |

| [removed: 4.20] [added: 4.16] | ​ | [Description of Capital Stock Exchange Act Section 12 Registered Securities of O’Reilly Automotive, Inc., filed as Exhibit 4.20 to the Registrant’s Annual Shareholders’ Report on Form 10-K dated February 28, 2020, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817320000007/orly-20191231ex4201f7d0d.htm) |

| [removed: 4.21] [added: 10.24 (a)] | ​ | [removed: [Second Supplemental Indenture,] [added: [Credit Agreement,] dated as of [removed: March 27, 2020, by and between] [added: June 15, 2021, among] O’Reilly Automotive, [removed: Inc. and U.S. Bank National Association,] [added: Inc., JPMorgan Chase Bank, N.A.,] as [removed: Trustee,] [added: Administrative Agent, and the lenders party thereto,] filed as Exhibit [removed: 4.1] [added: 10.1] to the Registrant’s Current Report on Form 8-K dated [removed: March 27, 2020,] [added: June 16, 2021,] is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920039548/tm209312d5_ex4-1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817321000033/orly-20210615ex1015c1a6f.htm)] |

| 10.23 (a) | ​ | [O’Reilly Automotive, Inc. Deferred Compensation Plan, as amended and restated effective as of January 1, 2021, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817321000012/orly-20201231ex102348531.htm)] [added: as Exhibit 10.23 to the Registrant’s Annual Shareholders’ Report on Form 10-K dated February 26, 2021, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817321000012/orly-20201231ex102348531.htm)] |

| 21.1 | ​ | [Subsidiaries of the Registrant, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817321000012/orly-20201231ex211002cfb.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817322000012/orly-20211231ex211a858a2.htm)] |

| 23.1 | ​ | [Consent of Ernst & Young LLP, independent registered public accounting firm, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817321000012/orly-20201231ex2313a94ca.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817322000012/orly-20211231ex23182b551.htm)] |

| 31.1 | ​ | [Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817321000012/orly-20201231ex311176982.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817322000012/orly-20211231ex31162f803.htm)] |

| 31.2 | ​ | [Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817321000012/orly-20201231ex3126aa5fc.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817322000012/orly-20211231ex3124aed46.htm)] |

| 32.1 * | ​ | [Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817321000012/orly-20201231ex3215906ee.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817322000012/orly-20211231ex321da928d.htm)] |

| 32.2 * | ​ | [Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817321000012/orly-20201231ex32267f606.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817322000012/orly-20211231ex322e9eb2d.htm)] |

| ​ | Date: | February [removed: 26, 2021] [added: 28, 2022] | | ​ |

| ​ | ​ | Chief Executive Officer [removed: and] | | ​ |

| ​ | ​ | [removed: Co-President] [added: President and] | | ​ |

| Date: | February [removed: 26, 2021] [added: 28, 2022] | | ​ | ​ | ​ |

| ​ | /s/ | [removed: David O’Reilly] [added: Greg Henslee] | ​ | /s/ | [removed: Larry] [added: David] O’Reilly |

| ​ | [removed: David O’Reilly] [added: Greg Henslee] | | ​ | [removed: Larry] [added: David] O’Reilly | |

| ​ | /s/ | Larry O’Reilly | ​ | /s/ | Jay D. Burchfield |

| ​ | Larry O’Reilly | | ​ | Jay D. Burchfield | |

| 4.22 | ​ | [Form of Note for 4.200% Senior Notes due 2030, included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated March 27, 2020, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920039548/tm209312d5_ex4-1.htm) |

| 4.23 | ​ | [Third Supplemental Indenture, dated as of September 23, 2020, by and between O’Reilly Automotive, Inc. and U.S. Bank National Association, as Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated September 23, 2020, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920107816/tm2031416d1_ex4-1.htm) |

| 4.24 | ​ | [Form of Note for 1.750% Senior Notes due 2031, included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated September 23, 2020, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920107816/tm2031416d1_ex4-1.htm) |

| ​ | /s/ | Greg Henslee | ​ | /s/ | Jay D. Burchfield |

| ​ | Greg Henslee | | ​ | Jay D. Burchfield | |