O'Reilly Automotive (ORLY) 10-K risk factor changes: FY2022 vs FY2021

[removed: The ongoing occurrence] [added: Such a disruption] of [removed: COVID-19, or any other such widespread public health crisis,] [added: these systems, and the response to remedy,] could [removed: have] [added: result in] a [removed: material] [added: negative impact on our business operations and increased costs, which could have an] adverse effect on our [removed: business,] results of operations, financial condition and cash [removed: flows.][added: flows.]

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 [removed: levels] [added: levels, a prolonged public health crisis or pandemic] and other matters that influence consumer confidence and [removed: spending, such as a prolonged public health crisis or pandemic, like the COVID-19 pandemic.][added: spending.]

If third parties, on whom we rely for merchandise, are unable to overcome difficulties resulting from the deterioration in economic conditions, the cause of which could include a prolonged public health crisis or pandemic, [removed: such as the COVID-19 pandemic,] and provide us with the merchandise we need, or if counterparties to our credit facilities do not perform their obligations, our business, results of operations, financial condition and cash flows could be adversely affected.

Online and mobile platforms may allow customers to quickly compare prices and product [removed: assortments] [added: assortment and availability] between us and a range of competitors, which could result in pricing pressure.

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

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

Business interruptions in our distribution centers or other facilities may affect our store hours, stability of [removed: our computer systems,] [added: systems we rely on,] and/or availability and distribution of merchandise, which may affect our business.

[removed: Weather,] [added: Business interruptions, including from a prolonged public health crisis or pandemic, weather-related events,] terrorist activities, [removed: war] [added: war, political] or [added: civil unrest, or] other disasters, or the threat of them, may result in [added: a disruption of operations or] the closure of one or more of our DCs or other facilities, or may adversely affect our ability to deliver inventory to our stores on a nightly basis.

This may affect our ability to timely provide products to our customers, resulting in lost sales or a potential loss of customer [removed: loyalty.][added: loyalty, among other things.]

[removed: We] [added: In addition, we] rely extensively on [removed: our computer systems] [added: various systems, some of which are provided by third-party service providers,] to manage inventory, process transactions and timely provide products to our [added: stores and] customers.

[removed: Our] [added: These] systems are subject to [added: failure,] damage or [removed: interruption from] [added: interruption, including] power outages, telecommunications failures, computer viruses, [added: cyber-attacks,] security breaches or other catastrophic events.

If [removed: our] [added: these] systems are damaged or fail to function properly, we may experience loss of critical data and interruptions or delays in our ability to manage [removed: inventories] [added: inventories, deliver product] or process customer transactions.

Failure to comply with ethical, social, product, labor, health and safety, accounting or environmental standards, or existing or future laws or [removed: regulations] [added: regulations, as well as failure or perceived failure to achieve or make progress with environmental, social and governance goals,] could also jeopardize our reputation and potentially lead to various adverse actions from consumer or environmental groups, employees or regulatory bodies, which could require us to incur substantial legal fees and costs.

[added: 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.

The stock market and the price of our common stock may be subject to wide fluctuations based upon general economic and market conditions and potentially being targeted through the selling and buying of our common stock by a group of individuals, whose interests [removed: and reasoning behind such actions may not align with an average market participant.]

In addition, a downgrade in our current credit rating could limit the financial institutions willing to commit funds to [removed: our] [added: the] supplier financing programs [added: our suppliers participate in] at attractive rates.

We cannot be sure that our growth plans for [removed: 2022] [added: 2023] and beyond will be achieved.

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

[removed: Our business, results of] operations and cash flows could be materially adversely affected by the unexpected loss of the services of one or more of our key employees.

We cannot be [removed: sure] [added: certain] that we will be able to continue to attract [added: and retain] qualified personnel, which could cause us to be less [removed: efficient] [added: efficient, in particular in a significant inflationary wage pressured environment,] and, as a result, may adversely impact our sales and profitability.

We may fail, or be [removed: unable to,] [added: unable, to] discover liabilities of businesses that we acquire for which we or the subsequent owner or operator may be liable.

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

Our business involves the receiving, storage and transmitting of 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 [removed: vendors.][added: suppliers.]

We and our third-party service providers and [removed: vendors] [added: suppliers] 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 [removed: persons,] [added: persons; damage to our reputation;] adverse operational effects or [removed: interruptions or] [added: interruptions;] costs to the Company to address the breach, [added: which could require extensive time and financial resources to resolve; or claims, litigation or possible regulatory action against us,] all of which could have a material adverse impact on our results of operations, financial condition and cash flows.

There is no guarantee that the [removed: procedures] [added: security measures] that we and our third-party service providers and [removed: vendors] [added: suppliers] have [removed: implemented] [added: implemented, or will introduce in the future,] to protect against unauthorized access to secured data are adequate to safeguard against all data security breaches, [removed: and such a breach could potentially have] [added: or provide us with sufficient visibility to determine if] a [removed: negative impact on our results of operations, financial condition and cash flows.][added: data security breaches has occurred.]

Litigation, governmental proceedings, [removed: environmental legislation and regulations and] [added: environmental,] employment [added: and tax] legislation and regulations may affect our business, financial condition, results of operations and cash flows.

Of the [removed: 5,784] [added: 5,971] stores we operated at December 31, [removed: 2021, 2,395] [added: 2022, 2,465] stores were owned, [removed: 3,318] [added: 3,436] stores were leased from unaffiliated parties, [removed: 24] [added: 38] of which were located in Mexico, and [removed: 71] [added: 70] 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 December 31, [removed: 2022,] [added: 2023,] to December 31, 2029.

The following table provides information regarding our U.S. [removed: domestic] regional DCs in operation as of December 31, [removed: 2021:][added: 2022:]

| (2) | Terms expiring on dates ranging from [removed: December] [added: October] 31, [removed: 2022,] [added: 2024,] to June 30, 2035. |

The store servicing capability of our 28 existing U.S. DCs is approximately 6,075 stores, providing a growth capacity of [removed: 300] [added: 150] to [removed: 450] [added: 300] U.S. stores.

Our corporate office operations occur primarily in Springfield, Missouri, and as of December 31, [removed: 2021,] [added: 2022,] the total square footage was 0.6 million square feet, substantially all of which was owned.

If we are unable to effectively respond to such disruptions to our supply chain, or manage them more effectively than our competitors, our business and competitive position may be negatively impacted.

and reasoning behind such actions may not align with an average market participant.

RISK RELATED TO INFORMATION TECHNOLOGY AND DATA PRIVACY

Damage, failure or interruptions of information technology systems could adversely affect our business operations and results.

We rely extensively on information technology systems, some of which are managed or provided by third-party service providers, to collect, analyze, process, store, manage, transmit and protect business operations, processes, transactions and data.

Delays in the maintenance, updates, upgrading or patching of these systems, applications or processes could adversely impact their effectiveness or could expose us to risks.

Our systems, and the third-party systems with which we interact, are subject to damage, failure or interruption due to various reasons, including, but not limited to, power or other critical infrastructure outages; facility damage; physical theft; telecommunications failures; malware; security incidents; cyber-attacks, including the use of malicious codes, worms, phishing, spyware, denial of service attacks and ransomware; natural disasters and catastrophic events; inadequate or ineffective redundancy measures; and design or usage errors by Team Members, contractors or third-party service providers.

Although we seek to effectively

maintain and safeguard our systems, and we seek to ensure our third-party service providers effectively maintain and safeguard their systems, such measures are not guaranteed to be successful.

As a result, we or our service providers could experience one or more errors, interruptions, delays or cessations of service impacting the integrity or availability of our information technology infrastructure.

A material incident could significantly disrupt our operations and business processes; result in the impairment or loss of critical data; be costly and resource-intensive to remedy; and/or harm our reputation and relationship with customers, Team Members, suppliers and other stakeholders, all of which could have a material adverse impact on our results of operations, financial condition and cash flows.

In addition, our information technology systems, infrastructure and personnel require substantial investments, such as replacing systems, maintaining or enhancing systems or designing or acquiring new systems.

These efforts can result in significant potential risks, including failure of the systems to operate as designed, potential loss or corruption of data, incurring more costs than expected or implementation delays or errors, and may result in operational challenges, security control failures, reputational harm, and increased costs, 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 data collection, processing, use and privacy is complex and constantly evolving.

The effects of complying with stricter and more complex data collection, processing, use and privacy and information security laws, regulations and standards can be far-reaching and may increase our responsibility and liability, which may increase our costs by needing to invest significant, additional time and resources and make changes to our existing practice and processes.

Failure to comply with data collection, processing, use and privacy and information security laws, regulations and standards by us or our third-party service providers or suppliers could subject us to fines, sanctions, governmental investigations, lawsuits or reputational damage, which could have a material adverse impact on our results of operations, financial condition and cash flows.

In addition, we compete with other retail businesses to fill many of our hourly positions, which historically have had high turnover rates, which can lead to increased training and retention costs, particularly in a competitive labor market.

Our business, results of

New tax laws, statutes, rules, regulations or ordinances could harm our business operations, results of operations and financial condition, and existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us, which could adversely impact our costs directly or indirectly through our suppliers and have a material adverse effect on our business, results of operations, financial condition and cash flows.

Further enhancing our distribution capabilities in 2023, we plan to open our first DC in Puerto Rico and a large DC in Guadalajara, Mexico.

RISKS RELATED TO THE COVID-19 PANDEMIC

The COVID-19 pandemic continues to have a significant impact on the U.S. and world economies.

The public health concerns resulting from the pandemic have created significant uncertainty, economic disruption and volatility, all of which have impacted and may continue to impact our business.

We may be required to take significant actions to mitigate any adverse impact of the COVID-19 pandemic, including, but not limited to incurring increased expenses.

We are unable to predict the ongoing short-term and long-term impact of the COVID-19 pandemic on our customers, Team Members, supply chain, business, 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 or variants of the virus and availability 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, complex and changing regulations and guidance regarding the safety of employees and customers, inconsistent application of COVID-19 orders and regulations, government stimulus payments and enhanced unemployment benefits; |

| | ● | the impact of the pandemic on consumer confidence and macroeconomic factors such as unemployment and work force availability, as well as industry specific demand drivers such as the number of U.S. miles driven, which could impact demand for our product; |

| | ● | temporary or long-term disruption in our supply network from local and international suppliers and/or delays in the delivery of our inventory; |

| | ● | volatility in the U.S. and global financial markets, including global debt and equity markets; |

| | ● | the impact of regulatory and legislative changes in liability for workers’ compensation; and |

| | ● | the impact of litigation, investigations or claims from customers, Team Members, suppliers, regulators or other third parties relating to the COVID-19 pandemic or our actions in response thereto, including any reputational harm. |

The above factors and uncertainties, in addition to others we are not currently aware of, may result in adverse impacts to our business, results of operations, financial condition and cash flows.

Such a disruption of our systems could negatively impact revenue and potentially have a negative impact on our results of operations, financial condition and cash flows.

Our ability

If we experience a significant data security breach, we could be exposed to damage to our reputation, additional costs, lost sales, litigation or possible regulatory action.

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.

In 2021, the distribution operations of our Knoxville, Tennessee, DC finished merging into our Lebanon, Tennessee, DC and the existing store portion of our Knoxville, Tennessee, DC facility remains a large Hub that continues to provide same day parts availability in the Knoxville market.

Additionally, we 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, DC.

At that time, the existing store portion of our North Little Rock, Arkansas, DC facility will remain a large Hub that will continue to provide same day parts availability in the Little Rock market.

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

| | ● | our results of operations for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020;] [added: 2021;] |

As of December 31, [removed: 2021,] [added: 2022,] we operated [removed: 5,759] [added: 5,929] stores in 47 U.S. states and [removed: 25] [added: 42] stores in Mexico.

We are influenced by a number of general macroeconomic factors that impact both our industry and [removed: our] consumers, including, but not limited to, [added: inflation, including rising consumer staples,] fuel [added: and energy] costs, unemployment trends, interest rates and other economic factors.

[removed: Macroeconomic factors, such as total U.S. unemployment, and demand drivers specific] [added: According] to the [removed: automotive aftermarket, such as] U.S. [added: Department of Transportation, the number of total] miles [removed: driven, have been pressured] [added: driven in the U.S. decreased 13.2% in 2020,] as a result of responses to the [removed: COVID-19] [added: coronavirus] pandemic, including [removed: stay at home orders,] work from home arrangements and reduced travel.

We believe the key drivers of [removed: current and future long-term] demand [added: over the long-term] for the products sold within the automotive aftermarket include the number of U.S. miles driven, number of U.S. registered vehicles, [removed: new] [added: annual rate of] light vehicle [removed: registrations] [added: sales] and average vehicle age.

As reported by [removed: The] [added: the] Auto Care Association, the total number of registered vehicles increased [removed: 12.7%] [added: 12.1%] from [removed: 2010] [added: 2011] to [removed: 2020,] [added: 2021,] bringing the number of light vehicles on the road to [removed: 281] [added: 279] million by the end of [removed: 2020.][added: 2021.]

[removed: Although the rate of new] vehicle sales [removed: has been] [added: was] pressured due to supply chain constraints experienced by manufacturers, [removed: the outlook for] [added: and] the seasonally adjusted annual rate of light vehicle sales in the U.S. (“SAAR”) was [added: below the historical average at] approximately [removed: 12.4] [added: 13.3] million [added: vehicles] for the year ended December 31, [removed: 2021.][added: 2022.]

[removed: The] [added: 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 [removed: term.][added: term, we believe our business benefits from the current environment of new vehicle scarcity and higher than typical used vehicle prices, as consumers are more willing to continue to invest in their current vehicle.]

From [removed: 2010] [added: 2011] to [removed: 2020,] [added: 2021,] 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: 12.3%,] [added: 11.0%,] from [removed: 10.6] [added: 10.9] years in [removed: 2010] [added: 2011] to [removed: 11.9] [added: 12.1] years in [removed: 2020.][added: 2021.]

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

| Year ended December 31, | | [added: 2022 | |] 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 | | 2014 | | 2013 | | [removed: 2012 | |]

| Percentage increase in comparable store sales (a)(b) | | [removed: 13.3] [added: 6.4] | % | [added: 13.3 | % |] 10.9 | % | 4.0 | % | 3.8 | % | 1.4 | % | 4.8 | % | 7.5 | % | 6.0 | % | 4.6 | % | [removed: 3.5 | % |]

| Sales ($) | | [removed: 13,327,563] [added: 14,409,860] | | [added: 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 | | [removed: 6,182,184 | |]

| Gross profit | | [removed: 7,019,949] [added: 7,381,706] | | [added: 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 | | [removed: 3,097,418 | |]

| Operating income | | [removed: 2,917,168] [added: 2,954,491] | | [added: 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 | | [removed: 977,393 | |]

| Net income ($) (c)(d) | | [removed: 2,164,685] [added: 2,172,650] | | [added: 2,164,685 | |] 1,752,302 | | 1,391,042 | | 1,324,487 | | 1,133,804 | | 1,037,691 | | 931,216 | | 778,182 | | 670,292 | | [removed: 585,746 | |]

| Earnings per share – basic ($) | | [removed: 31.39] [added: 33.75] | | [added: 31.39 | |] 23.74 | | 18.07 | | 16.27 | | 12.82 | | 10.87 | | 9.32 | | 7.46 | | 6.14 | | [removed: 4.83 | |]

| Earnings per share – assuming dilution ($) (c)(d) | | [removed: 31.10] [added: 33.44] | | [added: 31.10 | |] 23.53 | | 17.88 | | 16.10 | | 12.67 | | 10.73 | | 9.17 | | 7.34 | | 6.03 | | [removed: 4.75 | |]

| Total assets ($) (e) | | [removed: 11,718,707] [added: 12,627,979] | | [added: 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 | | [removed: 5,741,241 | |]

| Total debt ($) (e) | ​ | [removed: 3,826,978] [added: 4,371,653] | | [added: 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 | | [removed: 1,088,011 | |]

| Shareholders’ equity ($) (c) | | [removed: (66,423)] [added: (1,060,752)] | | [added: (66,423) | |] 140,258 | | 397,340 | | 353,667 | | 653,046 | | 1,627,136 | | 1,961,314 | | 2,018,418 | | 1,966,321 | | [removed: 2,108,307 | |]

| Inventory turnover (f) | | 1.7 | | [added: 1.7 | |] 1.5 | | 1.4 | | 1.4 | | 1.4 | | 1.5 | | 1.5 | | 1.4 | | 1.4 | | [removed: 1.4 | |]

| Accounts payable to inventory (g) | | [removed: 127.4] [added: 134.9] | % | [added: 127.4 | % |] 114.5 | % | 104.4 | % | 105.7 | % | 106.0 | % | 105.7 | % | 99.1 | % | 94.6 | % | 86.6 | % | [removed: 84.7 | % |]

| Cash provided by operating activities ($) (h) | | [removed: 3,207,310] [added: 3,148,250] | | [added: 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 | | [removed: 1,251,555 | |]

| Capital expenditures ($) | | [removed: 442,853] [added: 563,342] | | [added: 442,853 | |] 465,579 | | 628,057 | | 504,268 | | 465,940 | | 476,344 | | 414,020 | | 429,987 | | 395,881 | | [removed: 300,719 | |]

| Free cash flow ($) (h)(i) | | [removed: 2,548,922] [added: 2,371,123] | | [added: 2,548,922 | |] 2,189,995 | | 1,020,649 | | 1,188,584 | | 889,059 | | 978,375 | | 868,390 | | 760,443 | | 512,145 | | [removed: 950,836 | |]

| Number of Team Members at year end | | [removed: 82,852] [added: 87,377] | | [added: 82,852 | |] 77,654 | | 82,484 | | 78,882 | | 75,552 | | 74,580 | | 71,621 | | 67,569 | | 61,909 | | [removed: 53,063 | |]

| Total number of stores at year end (j)(k) | | [removed: 5,784] [added: 5,971] | | [added: 5,784 | |] 5,616 | | 5,460 | | 5,219 | | 5,019 | | 4,829 | | 4,571 | | 4,366 | | 4,166 | | [removed: 3,976 | |]

| Number of U.S. stores at year end (j) | ​ | [removed: 5,759] [added: 5,929] | | [added: 5,759 | |] 5,594 | | 5,439 | | 5,219 | | 5,019 | | 4,829 | | 4,571 | | 4,366 | | 4,166 | | [removed: 3,976 | |]

| Number of Mexico stores at year end (k) | ​ | [removed: 25] [added: 42] | | [removed: 22] [added: 25] | | [removed: 21] [added: 22] | | [removed: —] [added: 21] | | — | | — | | — | | — | | — | | — | |

| Store square footage at year end (a)(l) | ​ | [removed: 43,185] [added: 44,604] | | [added: 43,185 | |] 41,668 | | 40,227 | | 38,455 | | 36,685 | | 35,123 | | 33,148 | | 31,591 | | 30,077 | | [removed: 28,628 | |]

| Sales per weighted-average store ($) (a)(m) | | [removed: 2,298] [added: 2,415] | | [added: 2,298 | |] 2,057 | | 1,881 | | 1,842 | | 1,807 | | 1,826 | | 1,769 | | 1,678 | | 1,614 | | [removed: 1,590 | |]

| Sales per weighted-average square foot ($) (a)(l)(n) | | [removed: 307] [added: 322] | | [added: 307 | |] 277 | | 255 | | 251 | | 248 | | 251 | | 244 | | 232 | | 224 | | [removed: 224 | |]

| (b) | Comparable store sales are calculated based on the change in sales of U.S. stores open at least one year and excludes sales of specialty machinery, sales to independent parts stores, sales to Team Members, [added: and] sales from Leap Day during the years ended December 31, [removed: 2020, 2016] [added: 2020] and [removed: 2012.] [added: 2016.] Online sales, resulting from ship-to-home orders and pick-up-in-store [removed: orders,] [added: orders] for U.S. stores open at least one [removed: year,] [added: year] are included in the comparable store sales calculation. |

| (j) | In [removed: 2012,] 2016 and 2018, the Company acquired materially all assets of [removed: VIP Parts, Tires & Service (“VIP”),] Bond Auto Parts (“Bond”) and Bennett Auto Supply, Inc. (“Bennett”), respectively. [removed: The 2012 VIP acquisition added 56 stores, and the 2016 Bond acquisition added 48 stores to the O’Reilly store count.] After the close of business on December 31, 2018, the Company acquired substantially all of the non-real estate assets of Bennett, including 33 stores that were not included in the 2018 store count and were not operated by the Company in 2018, but beginning January 1, 2019, the operations of the acquired Bennett locations were included in the Company’s store count, and during the year ended December 31, 2019, the Company merged 13 of these acquired Bennett stores into existing O’Reilly locations and rebranded the remaining 20 Bennett stores as O’Reilly stores. Financial results for these acquired companies have been included in the Company’s consolidated financial statements from the dates of the acquisitions forward. |

The following table includes income statement data as a percentage of sales, which is [removed: computed] [added: calculated] independently and may not compute to presented totals due to rounding differences, for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]

[removed: | ​ | | 2021 | | ​ | 2020 | |][added: _2021 Compared to 2020:_]

| Cost of goods sold, including warehouse and distribution expenses | | [removed: 47.3] [added: 48.8] | ​ | ​ | [removed: 47.6] [added: 47.3] | |

Future changes, such as continued broad-based inflation and rapid increases in fuel costs that exceed wage growth, may negatively impact our consumers’ level of disposable income, and we cannot predict the degree these changes, or other future changes, may have on our business or industry.

In 2021, miles driven improved and increased 11.2%, and year-to-date through November of 2022, miles driven continued to improve, increasing 1.2%.

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.

In 2022, the rate of new

Inflationary cost pressures impact our business; however, historically we have been successful, in many cases, in reducing the effects of merchandise cost increases, principally by taking advantage of supplier incentive programs, economies of scale resulting from increased volume of purchases and selective forward buying.

To the extent our acquisition costs increase due to base commodity price increases or other input cost increases affecting the entire industry, we have typically been able to pass along these cost increases through higher selling prices for the affected products.

As a result, we do not believe inflation has had a material adverse effect on our operations.

| ​ | | 2022 | | ​ | 2021 | |

2022 Compared to 2021

The decrease in DIY customer transaction counts was driven by a challenging comparison to the strong transaction counts in 2021, which were aided by government stimulus, and broad-based inflationary pressures on the consumer.

We opened 187 and 168 net, new stores during the years ended December 31, 2022 and 2021, respectively.

The decrease in gross profit as a percentage of sales for the year ended December 31, 2022, was due to the impact from the rollout of our professional pricing initiative, which was a strategic investment aimed at ensuring we are more competitively priced on the professional side of our business; a greater percentage of our total sales mix generated from professional service provider customers, which carry a lower gross margin than DIY sales; and a greater benefit in the prior year from selling through inventory purchased prior to recent acquisition cost increases and corresponding selling price increases.

In the third quarter of 2021, our LIFO reserve reverted back to a more typical credit balance, due to the significant inflationary acquisition cost increases.

During the three months ended March 31, 2022, we realized the final benefit from selling through inventory valued at the older, lower replacement cost, at a lesser amount than the full year benefit received in 2021.

The increase in total SG&A dollars for the year ended December 31, 2022, was the result of additional Team Members, facilities and vehicles to support our increased sales and store count, inflationary pressures on wages, benefits and fuel costs, as compared to the same period one year ago, and a non-cash charge associated with our transition to an enhanced paid time-off program for our Team Members.

products or changes in customer buying patterns.

| ​ | ​ | December 31, 2022 | | | | |

| 2023 | ​ | $ | 463,275 | ​ | $ | 138,926 |

| 2024 | ​ | | 157,500 | ​ | | 40,347 |

| 2025 | ​ | | 157,500 | ​ | | 27,803 |

| 2026 | ​ | | 647,650 | ​ | | 16,736 |

| 2027 | ​ | ​ | 887,950 | ​ | | 8,192 |

| Thereafter | ​ | ​ | 3,153,025 | ​ | | 13,558 |

| Contractual cash obligations | ​ | $ | 5,466,900 | ​ | $ | 245,562 |

The larger decrease in accrued benefits and withholdings was primarily due to higher accrued incentive compensation payments in 2022 versus 2021.

The increase in net cash used in investing activities in 2022 compared to 2021 was primarily the result of an increase in capital expenditures.

The increase in capital expenditures was primarily due to an increase in store and distribution enhancement and expansion projects in 2022 versus 2021.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the annual report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2022, which is available free of charge on the SEC’s website at www.sec.gov by searching with our ticker symbol “ORLY” or at our internet address, www.OReillyAuto.com, by clicking “Investor Relations” located at the bottom of the page.

indentures.

| ​ | ​ | | 2022 | | | 2021 | |

| GAAP net income | | ​ | $ | 2,172,650 | ​ | $ | 2,164,685 |

| Add: | Interest expense | ​ | | 157,720 | ​ | | 144,768 |

| ​ | Rent expense (1) | ​ | | 393,032 | ​ | | 372,022 |

| /s/ | Gregory D. Johnson | ​ | /s/ | Jeremy A. Fletcher |

| Gregory D. Johnson | | ​ | Jeremy A. Fletcher | |

| ​ | | ​ | February 28, 2023 | |

February 28, 2023

February 28, 2023

| ​ | ​ | 2022 | | ​ | 2021 | |

| Cash and cash equivalents | ​ | $ | 108,583 | ​ | $ | 362,113 |

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

| | ● | key events and recent developments within our Company; |

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.

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

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%.

Government measures or consumer and business behavior in response to 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.

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.

KEY EVENTS AND RECENT DEVELOPMENTS

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.

| ​ | ​ | December 31, 2021, | |

| Sales from Leap Day | ​ | ​ | (34) |

The government stimulus payments, enhanced unemployment benefits, and general economic recovery, including lifting of stay at home orders and associated ongoing market reopenings, when combined with positive industry dynamics, such as consumers investing in existing vehicles and favorable weather, contributed to strong demand in the year ended December 31, 2021.

Average ticket values continue to benefit from consumers spending additional time and money repairing and maintaining their vehicles in response to the COVID-19 pandemic, the economic environment and the new and used vehicle scarcity.

2021 transaction counts improved due to prior year headwinds to traffic from the initial COVID-19 stay at home orders in 2020 and business restrictions, which resulted in immediate pressure to transaction counts for both DIY and professional service provider customers, combined with continued market reopening and recovery activity, ongoing government stimulus, favorable winter and spring weather conditions and a benefit from new and used vehicle scarcity positively impacting our customers’ willingness to perform or invest in maintenance on their vehicles.

We opened 165 net, new U.S. stores and three new stores in Mexico during the year ended December 31, 2021, compared to opening 155 net, new U.S. stores and one new store in Mexico during the year ended December 31, 2020.

As of December 31, 2021, we operated 5,759 stores in 47 U.S. states and 25 stores in Mexico compared to 5,594 U.S. stores in 47 states and 22 stores in Mexico at December 31, 2020.

The increase in gross profit as a percentage of sales for the year ended December 31, 2021, was due to a benefit from selling through inventory purchased prior to recent acquisition cost increases and corresponding selling price increases, partially offset by increased distribution costs.

quarter ended September 30, 2021.

During 2021, our LIFO reserve reverted back to a more typical credit balance due to recent, significant inflation in acquisition costs; as a result, we anticipate a diminishing benefit moving forward from the final sell through of inventory valued at older, lower replacement cost.

Increased distribution system costs were driven by the significant increase in volumes over the past year, challenging labor markets and ongoing global logistical supply chain pressures.

The increase in total SG&A dollars for the year ended December 31, 2021, was the result of additional Team Members, facilities and vehicles to support our increased sales and store count, increased incentive compensation for Team Members resulting from our increased sales and operating profits and prior year strict expense control measures in response to the onset of the pandemic environment.

2020 Compared to 2019

contractual obligations, including debt and interest obligations, capital expenditures, payment of income taxes and other operational priorities.

| ​ | ​ | December 31, 2021 | | | | |

| 2022 | ​ | $ | 440,183 | ​ | $ | 128,794 |

| 2023 | ​ | | 423,485 | ​ | | 40,051 |

| 2024 | ​ | | 117,550 | ​ | | 26,152 |

| 2025 | ​ | | 117,550 | ​ | | 15,816 |

| 2026 | ​ | ​ | 607,355 | ​ | | 9,427 |

| Thereafter | ​ | ​ | 2,968,890 | ​ | | 12,945 |

| Contractual cash obligations | ​ | $ | 4,675,013 | ​ | $ | 233,185 |

The larger decrease in net inventory investment in 2021, as compared to 2020, was primarily attributable to the strong comparable store sales growth and the resulting benefit to inventory turns.

The decrease in accrued benefits and withholdings is primarily due to the deferral of payroll tax payments under the CARES Act in 2020.

Cash used in investing activities in 2021 compared to 2020 was relatively flat, with the slight change due primarily to entering into more renewable energy tax credit investments in 2021, as compared to 2020, primarily for the purpose of receiving renewable energy tax credits.

_2020 Compared to 2019:_

ability to merge or consolidate with another company or transfer all or substantially all of our property, in each case as set forth in the indentures.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

At June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the voting stock held by non-affiliates of the Company was [removed: $32,941,377,581] [added: $33,621,309,352] based on the last price of the common stock reported by The Nasdaq Global Select Market.

At February [removed: 21, 2022,] [added: 20, 2023,] an aggregate of [removed: 66,600,918] [added: 61,833,215] shares of common stock of the registrant were outstanding.

Portions of the definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2021,] [added: 2022,] are incorporated by reference into Part III.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

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

Such statements are subject to risks, uncertainties and assumptions, including, but not limited to, the [removed: COVID-19 pandemic or other public health crises; the] economy in general; inflation; consumer debt levels; product demand; [added: a public health crisis;] the market for auto parts; competition; weather; tariffs; availability of key products and supply chain disruptions; business interruptions, including terrorist activities, war and the threat of war; failure to protect our brand and reputation; challenges in international markets; volatility of the market price of our common stock; our increased debt levels; credit ratings on public debt; historical growth rate sustainability; our ability to hire and retain qualified employees; risks associated with the performance of acquired businesses; [added: damage, failure or interruption of] information [added: technology systems, including information] security and 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: 2021,] [added: 2022,] and subsequent Securities and Exchange Commission filings, for additional factors that could materially affect our financial performance.

At December 31, [removed: 2021,] [added: 2022,] we operated [removed: 5,759] [added: 5,929] stores in 47 states in the United States and [removed: 25] [added: 42] stores in Mexico.

These risk factors include, among others, [removed: risk] [added: risks] related to [removed: 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, [removed: complications in our distribution centers (“DCs”),] [added: business interruptions,] 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, [removed: data security] [added: information] and [added: systems security, damage and failure, and litigation,] environmental legislation and other regulations.

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 [added: hard work,] superior customer service and expense control.

Our [removed: intent] [added: mission] 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.

In [removed: 2021,] [added: 2022,] we derived approximately [removed: 59%] [added: 56%] of our sales from our DIY customers and approximately [removed: 41%] [added: 44%] of our sales from our professional service provider customers.

We believe we will continue to have a competitive advantage on the professional service provider portion of our business, due to our systems, knowledge, industry-leading parts availability and experience serving the professional service provider side of the automotive aftermarket, augmented by our approximately [removed: 750] [added: 725] full-time sales staff dedicated solely to calling upon and servicing the professional service provider customer.

| | ● | online [removed: ordering] [added: ordering, featuring “chat with a parts professional,” parts look up assistance] for our DIY customers through our retail platform, www.OReillyAuto.com, with convenient store locations [removed: to] [added: for] pick up [added: in store orders] or home delivery. |

Our strategic, regional, tiered distribution network includes [removed: DCs] [added: distribution centers (“DCs”)] and Hub stores.

We currently operate 28 regional DCs, which provide our stores with same-day or overnight access to an average of [removed: 158,000] [added: 154,000] stock keeping units (“SKUs”), many of which are hard-to-find items not typically stocked by other auto parts retailers.

To augment our robust distribution network, we operate a total of [removed: 375] [added: 383] Hub stores that also provide delivery service and same-day access to [removed: an average of 45,000 SKUs from a Hub or 80,000 to 92,000 SKUs from a Super Hub to other] stores within the surrounding [removed: area.][added: areas to an average of 49,000 SKUs, with Hubs in select markets carrying further enhanced inventory levels up to approximately 94,000 SKUs.]

Our Company philosophy is to “promote from [removed: within”] [added: within,”] and the vast majority of our senior managers, district managers and store managers have been promoted from within the Company.

We augment this promote from within philosophy by pursuing strategic hires with a strong emphasis on automotive aftermarket [removed: experience.][added: experience, technical proficiency or subject matter expertise.]

We have a strong management Team that has demonstrated the consistent ability to successfully execute our business plan and growth strategy by generating [removed: 29] [added: 30] consecutive years of record revenues and earnings and positive comparable store sales results since becoming a public company in April of 1993.

During [removed: 2021,] [added: 2022,] we opened [removed: 165] [added: 170] net, new domestic stores and [removed: three] [added: 17] new stores in Mexico.

In [removed: 2022,] [added: 2023,] we plan to open [removed: 175] [added: 180] to [removed: 185] [added: 190] net, new stores, which will increase our penetration in existing markets and allow for expansion into new, contiguous markets.

[added: Our intention] is to continue to selectively pursue strategic acquisitions that will strengthen our position as a leading automotive aftermarket parts supplier in existing markets and provide a springboard for expansion into new [removed: markets,] domestic and [removed: international.][added: international markets.]

Our current prototype store design features optimized square footage, high ceilings, convenient interior store layouts, in-store signage, multilingual [removed: signage when appropriate,] [added: signage,] bright lighting, convenient ingress and egress, ample parking and dedicated counters to serve professional service provider customers, each designed to increase sales and operating efficiencies to enhance overall customer service.

During [removed: 2021,] [added: 2022,] while experiencing [added: macroeconomic] constraints to construction timing [removed: due to] [added: and] the [removed: COVID-19 pandemic,] [added: supply of material and equipment,] we relocated [removed: 12] [added: 11] stores and performed minor to major updates or renovations to approximately [removed: 1,200] [added: 1,300] additional stores.

Our tradition for [removed: 65] [added: 66] years has been to treat all of our Team Members with honesty and respect and to commit significant resources to instill in them our “Live Green” culture, which emphasizes the importance of each Team Member’s contribution to the success of O’Reilly.

As management opportunities arise, we look first within the Company and promote those who have performed well, have the right expertise and have shown leadership potential before looking outside the Company; however, we augment this philosophy by pursuing strategic hires with a strong emphasis on automotive aftermarket [removed: experience when appropriate.][added: experience, customer service excellence, subject matter expertise, and strong culture fit.]

As of December 31, [removed: 2021,] [added: 2022,] our strong management Team was comprised of [removed: 229] [added: 226] senior managers who average 20 years of service, [removed: 289] [added: 293] corporate managers who average 16 years of service and [removed: 574] [added: 591] district managers who average 14 years of service.

Each of our [removed: 574] [added: 591] district managers has general supervisory responsibility for an average of 10 stores, which provides our stores with strong operational support.

In addition, we have found that the typical DIY customer often seeks assistance from Professional Parts People, particularly when purchasing hard [removed: parts.]

At O’Reilly, valuing diversity [added: and inclusion] is about creating an environment in which our Team Members feel included, respected and have opportunities to do their best work and achieve their greatest potential.

We are committed to recruiting and building a diverse team through [added: inclusive talent acquisition,] ongoing leadership development and actively identifying emerging talent.

In order to ensure our diversity and inclusion efforts are successful, we survey our Team [removed: Members] [added: Members, provide enhanced, collaborative learning through diversity] and [added: inclusion training and resources, and] build [added: network groups,] action plans and programs aimed at improving our work environments for our Team Members and customers.

Just as pay, benefits, and growth opportunities are critically important to our Team [removed: Member] [added: Members’] success, we believe it is equally important to recognize Team Members for a job well done.

As of January 31, [removed: 2022,] [added: 2023,] we employed [removed: 83,636] [added: 87,745] Team Members [removed: (68,679] [added: (71,612] full-time Team Members and [removed: 14,957] [added: 16,133] part-time Team Members), of whom [removed: 68,086] [added: 71,582] were employed at our [removed: U.S.] stores, [removed: 10,071] [added: 11,789] were employed at our [removed: U.S. DCs, 3,750] [added: DCs and 4,374] were employed at our [removed: U.S.] corporate and regional [removed: offices and 1,729 were employed in Mexico.][added: offices.]

Ours is an increasingly technical business creating the need for knowledgeable Professional Parts People, and our ongoing focus on developing a technically proficient Team has resulted in the growth of the mix of our full-time work force, increasing from 65% at January 31, 2020 to 82% at January 31, [removed: 2022.][added: 2023.]

While full-time Professional Parts People play a vital role in our ongoing success, the flexibility of incorporating part-time employment into our work force is also [removed: an important component of providing excellent customer service.]

A union represents [removed: 419] [added: 435] Team Members in [removed: 49] [added: 47] stores in the Greater Bay Area in California and has for many years.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

More than 95% of our stores receive multiple same-day deliveries and deliveries on weekends of hard to find parts from our DCs and Hub stores.

parts.

We have worked to expand opportunities for all of our Team Members through programs designed to prepare them to take on more responsibilities at every level of the organization.

We firmly believe that promoting from within is a differentiator in maximizing our diversity across the entire company.

an important component of providing excellent customer service.

| California | ​ | 570 | ​ | 9.9 | % | ​ | 9 | | 5.3 | % | ​ | 579 | ​ | 9.8 | % | ​ | 23.3 | % |

| Georgia | ​ | 231 | ​ | 4.0 | % | ​ | 2 | | 1.2 | % | ​ | 233 | ​ | 3.9 | % | ​ | 31.8 | % |

| Illinois | ​ | 220 | ​ | 3.8 | % | ​ | 7 | | 4.1 | % | ​ | 227 | ​ | 3.8 | % | ​ | 35.6 | % |

| Ohio | ​ | 217 | ​ | 3.8 | % | ​ | 7 | | 4.1 | % | ​ | 224 | ​ | 3.8 | % | ​ | 39.4 | % |

| Missouri | ​ | 206 | ​ | 3.6 | % | ​ | 1 | | 0.6 | % | ​ | 207 | ​ | 3.5 | % | ​ | 46.5 | % |

| Tennessee | ​ | 191 | ​ | 3.3 | % | ​ | 8 | | 4.7 | % | ​ | 199 | ​ | 3.4 | % | ​ | 49.9 | % |

| Michigan | ​ | 186 | ​ | 3.2 | % | ​ | 1 | | 0.6 | % | ​ | 187 | ​ | 3.2 | % | ​ | 53.1 | % |

| Wisconsin | ​ | 129 | ​ | 2.2 | % | ​ | 3 | | 1.8 | % | ​ | 132 | ​ | 2.2 | % | ​ | 68.3 | % |

| Minnesota | ​ | 128 | ​ | 2.2 | % | ​ | 3 | | 1.8 | % | ​ | 131 | ​ | 2.2 | % | ​ | 70.5 | % |

| Oklahoma | ​ | 125 | ​ | 2.2 | % | ​ | — | | — | % | ​ | 125 | ​ | 2.1 | % | ​ | 72.6 | % |

| Arkansas | ​ | 119 | ​ | 2.1 | % | ​ | 3 | | 1.8 | % | ​ | 122 | ​ | 2.1 | % | ​ | 76.8 | % |

| Colorado | ​ | 111 | ​ | 1.9 | % | ​ | 8 | | 4.7 | % | ​ | 119 | ​ | 2.0 | % | ​ | 78.8 | % |

| Kentucky | ​ | 108 | ​ | 1.9 | % | ​ | 1 | | 0.6 | % | ​ | 109 | ​ | 1.8 | % | ​ | 80.6 | % |

| Virginia | ​ | 94 | ​ | 1.6 | % | ​ | 5 | | 2.8 | % | ​ | 99 | ​ | 1.7 | % | ​ | 82.3 | % |

| Mississippi | ​ | 84 | ​ | 1.5 | % | ​ | 1 | | 0.6 | % | ​ | 85 | ​ | 1.4 | % | ​ | 85.2 | % |

| Iowa | ​ | 81 | ​ | 1.4 | % | ​ | 2 | | 1.2 | % | ​ | 83 | ​ | 1.4 | % | ​ | 86.6 | % |

| Oregon | ​ | 72 | ​ | 1.3 | % | ​ | 2 | | 1.2 | % | ​ | 74 | ​ | 1.2 | % | ​ | 87.8 | % |

| Utah | ​ | 67 | ​ | 1.2 | % | ​ | 4 | | 2.4 | % | ​ | 71 | ​ | 1.2 | % | ​ | 89.0 | % |

| Nevada | ​ | 59 | ​ | 1.0 | % | ​ | 1 | | 0.6 | % | ​ | 60 | ​ | 1.0 | % | ​ | 91.1 | % |

| Massachusetts | ​ | 56 | ​ | 1.0 | % | ​ | 2 | | 1.2 | % | ​ | 58 | ​ | 1.0 | % | ​ | 92.1 | % |

| Pennsylvania | ​ | 39 | ​ | 0.7 | % | ​ | 5 | | 2.8 | % | ​ | 44 | ​ | 0.7 | % | ​ | 94.6 | % |

| Connecticut | ​ | 27 | ​ | 0.5 | % | ​ | 3 | | 1.8 | % | ​ | 30 | ​ | 0.5 | % | ​ | 96.3 | % |

| West Virginia | ​ | 22 | ​ | 0.4 | % | ​ | 1 | | 0.6 | % | ​ | 23 | ​ | 0.4 | % | ​ | 98.4 | % |

As of December 31, 2022, we had a total growth capacity of 150 to 300 U.S. stores in our distribution network.

Further enhancing our distribution capabilities in 2023, we plan to open our first DC in Puerto Rico and a large DC in Guadalajara, Mexico.

We have entered into various programs

_Brad Beckham_, age 44, Co-President, has been an O’Reilly Team Member for 26 years.

Mr. Beckham has held the position of Co-President since January of 2023.

Mr. McFall held the position of Chief Financial Officer from 2006 until May of 2022.

Mr. McFall has held the position Executive Vice President since 2007 and has been responsible for various areas during his tenure, including Finance, Information Technology, Real Estate and Expansion, Legal, Risk Management and Human Resources.

*​*

_Philip M.

Mr. Hopper’s O’Reilly career began as Real Estate Counsel and progressed through the roles of Director of Property Management, Vice President of Real Estate Expansion and Property Management, and Vice President of Real Estate Development.

Our intention

| California | ​ | 562 | ​ | 10.0 | % | ​ | 8 | | 4.8 | % | ​ | 570 | ​ | 9.9 | % | ​ | 23.4 | % |

| Georgia | ​ | 224 | ​ | 4.0 | % | ​ | 7 | | 4.2 | % | ​ | 231 | ​ | 4.0 | % | ​ | 31.9 | % |

| Illinois | ​ | 213 | ​ | 3.8 | % | ​ | 7 | | 4.2 | % | ​ | 220 | ​ | 3.8 | % | ​ | 35.7 | % |

| Ohio | ​ | 211 | ​ | 3.8 | % | ​ | 6 | | 3.6 | % | ​ | 217 | ​ | 3.8 | % | ​ | 39.5 | % |

| Missouri | ​ | 204 | ​ | 3.6 | % | ​ | 2 | | 1.2 | % | ​ | 206 | ​ | 3.6 | % | ​ | 46.8 | % |

| Tennessee | ​ | 185 | ​ | 3.3 | % | ​ | 6 | | 3.6 | % | ​ | 191 | ​ | 3.3 | % | ​ | 50.1 | % |

| Michigan | ​ | 181 | ​ | 3.2 | % | ​ | 5 | | 3.1 | % | ​ | 186 | ​ | 3.2 | % | ​ | 53.3 | % |

| Wisconsin | ​ | 128 | ​ | 2.3 | % | ​ | 1 | | 0.6 | % | ​ | 129 | ​ | 2.2 | % | ​ | 68.4 | % |

| Minnesota | ​ | 124 | ​ | 2.2 | % | ​ | 4 | | 2.4 | % | ​ | 128 | ​ | 2.2 | % | ​ | 70.6 | % |

| Oklahoma | ​ | 124 | ​ | 2.2 | % | ​ | 1 | | 0.6 | % | ​ | 125 | ​ | 2.2 | % | ​ | 72.8 | % |

| Arkansas | ​ | 117 | ​ | 2.1 | % | ​ | 2 | | 1.2 | % | ​ | 119 | ​ | 2.1 | % | ​ | 74.9 | % |

| Colorado | ​ | 109 | ​ | 1.9 | % | ​ | 2 | | 1.2 | % | ​ | 111 | ​ | 1.9 | % | ​ | 78.9 | % |

| Kentucky | ​ | 105 | ​ | 1.9 | % | ​ | 3 | | 1.9 | % | ​ | 108 | ​ | 1.9 | % | ​ | 80.8 | % |

| Virginia | ​ | 90 | ​ | 1.6 | % | ​ | 4 | | 2.4 | % | ​ | 94 | ​ | 1.6 | % | ​ | 82.4 | % |

| Mississippi | ​ | 82 | ​ | 1.5 | % | ​ | 2 | | 1.2 | % | ​ | 84 | ​ | 1.5 | % | ​ | 85.4 | % |

| Iowa | ​ | 80 | ​ | 1.4 | % | ​ | 1 | | 0.6 | % | ​ | 81 | ​ | 1.4 | % | ​ | 86.8 | % |

| Oregon | ​ | 71 | ​ | 1.3 | % | ​ | 1 | | 0.6 | % | ​ | 72 | ​ | 1.3 | % | ​ | 88.1 | % |

| Utah | ​ | 66 | ​ | 1.2 | % | ​ | 1 | | 0.6 | % | ​ | 67 | ​ | 1.2 | % | ​ | 89.3 | % |

| Nevada | ​ | 57 | ​ | 1.0 | % | ​ | 2 | | 1.2 | % | ​ | 59 | ​ | 1.0 | % | ​ | 91.4 | % |

| Massachusetts | ​ | 51 | ​ | 0.9 | % | ​ | 5 | | 3.1 | % | ​ | 56 | ​ | 1.0 | % | ​ | 92.4 | % |

| Pennsylvania | ​ | 37 | ​ | 0.7 | % | ​ | 2 | | 1.2 | % | ​ | 39 | ​ | 0.7 | % | ​ | 94.8 | % |

| Connecticut | ​ | 26 | ​ | 0.5 | % | ​ | 1 | | 0.6 | % | ​ | 27 | ​ | 0.5 | % | ​ | 97.0 | % |

| West Virginia | ​ | 18 | ​ | 0.3 | % | ​ | 4 | | 2.4 | % | ​ | 22 | ​ | 0.4 | % | ​ | 98.6 | % |

Moreover, we believe our ongoing, significant capital investments made in our DC network allow us to efficiently service new stores that are planned to open in contiguous market areas as well as servicing our existing store network.

As of December 31, 2021, we had a total growth capacity of 300 to 450 stores in our distribution network, which benefited from completing the relocation of our Knoxville, Tennessee, DC into our larger DC facility in Lebanon, Tennessee.

The existing store portion of our Knoxville, Tennessee, DC facility remains a large Hub that will continue to provide same day parts availability in the Knoxville market.

Additionally, we 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, DC.

At that time, the existing store portion of our North Little Rock, Arkansas, DC facility will remain a large Hub that will continue to provide same day parts availability in the Little Rock market.

working capital needed to maintain inventory levels necessary for providing products to both the DIY and professional service provider portions of the automotive aftermarket.

Mr. Johnson became President and Chief Executive Officer in February of 2022.

Prior to joining O’Reilly, Mr. Kirby held the position of Chief Supply Chain Officer for Lowe’s Companies, Inc. (“Lowe’s”), with direct responsibility for leading the global supply chain supporting Lowe’s U.S.-based home improvement business.

In this role, Mr. Kirby was responsible for team members across a diverse network of distribution centers, manufacturing facilities, direct-to-consumer parcel operations and last mile delivery operations.

Mr. Kraus’s O’Reilly career began as a Parts Specialist and

progressed through the roles of Store Manager, District Manager, Regional Field Sales Manager, Regional Manager, Divisional Vice President, and Vice President of Real Estate.

Mr. Kraus has held the position of Senior Vice President of Real Estate and Expansion since 2016.

Mr. Lauro has over 30 years of information technology experience primarily in the retail industry.

MURRAY TEMPERATURE CONTROL®; MURRAY’S MASCOT® (Design only); MURRAY PLUS®; MURRAY ULTRA®; MURRAY’S AUTO PARTS®; O LOW PRICE GUARANTEE!

As of February [removed: 17, 2022,] [added: 16, 2023,] the Company had approximately [removed: 552,000] [added: 827,000] 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: 2021.][added: 2022.]

The following table identifies all repurchases during the fourth quarter ended December 31, [removed: 2021,] [added: 2022,] 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 price data):

| (1) | The authorizations under the share repurchase program that currently have capacity are scheduled to expire on May [removed: 27, 2024] [added: 16, 2025] and November [removed: 17, 2024.] [added: 11, 2025.] No other share repurchase programs existed during the twelve months ended December 31, [removed: 2021.] [added: 2022.] See Note 9 “Share Repurchase Program” to the Consolidated Financial Statements for further information on our share repurchases. |

The graph below shows the cumulative total shareholder return assuming the investment of $100, on December 31, [removed: 2016,] [added: 2017,] 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: 2016 | | |] 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | [added: | 2022 | |]

| October 1, 2022, to October 31, 2022 | | 236 | ​ | $ | 730.16 | | 236 | ​ | $ | 471,502 |

| November 1, 2022, to November 30, 2022 | | 58 | ​ | | 831.62 | | 58 | ​ | | 1,923,010 |

| December 1, 2022, to December 31, 2022 | | 241 | ​ | | 830.22 | | 241 | ​ | $ | 1,723,320 |

| Total as of December 31, 2022 | | 535 | ​ | $ | 786.19 | | 535 | ​ | | |

| O’Reilly Automotive, Inc. | ​ | $ | 100 | ​ | $ | 143 | ​ | $ | 182 | ​ | $ | 188 | ​ | $ | 294 | ​ | $ | 351 |

| S&P 500 Retail Index | ​ | | 100 | ​ | | 113 | ​ | | 141 | ​ | | 206 | ​ | | 245 | ​ | | 159 |

| S&P 500 | ​ | $ | 100 | ​ | $ | 94 | ​ | $ | 121 | ​ | $ | 140 | ​ | $ | 178 | ​ | $ | 144 |

| 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 | ​ | | |

| 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 |

There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended December 31, [removed: 2021,] [added: 2022,] 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: 2021.][added: 2022.]

Based on this assessment, management believes that as of December 31, [removed: 2021,] [added: 2022,] the Company’s internal control over financial reporting was effective based on those criteria.

Certain information required by Part III is incorporated by reference from the Company’s Proxy Statement on Schedule 14A for the [removed: 2022] [added: 2023] 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: 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).

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: 2021,] [added: 2022,] are filed with this Annual Report in Part II, Item 8:

[added: | | ● |] _Management’s Report on Internal Control over Financial Reporting_ [added: |]

[added: | | ● |] _Report of Independent Registered Public Accounting Firm – Internal Control over Financial Reporting_ [added: |]

[added: | | ● |] _Report of Independent Registered Public Accounting Firm – Financial Statements_ [added: |]

[added: | | ● |] _Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020_][added: 2021_ |]

[added: | | ● |] _Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019_][added: 2020_ |]

[added: | | ● |] _Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019_][added: 2020_ |]

[added: | | ● |] _Consolidated Statements of Shareholders’ Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019_][added: 2020_ |]

[added: | | ● |] _Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019_][added: 2020_ |]

[added: | | ● |] _Notes to Consolidated Financial Statements for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019_][added: 2020_ |]

| 4.2 | ​ | [Indenture, dated as of [removed: August 21, 2012,] [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: August 21, 2012,] [added: June 20, 2013,] 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/898173/000119312513265281/d556218dex41.htm)] |

| 4.3 | ​ | [Form of [removed: 3.800%] [added: 3.850%] Note due [removed: 2022,] [added: 2023,] included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: August 21, 2012,] [added: June 20, 2013,] 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/898173/000119312513265281/d556218dex41.htm)] |

| 4.4 | ​ | [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 4.1 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_6ex4d1.htm)] |

| [removed: 4.5] [added: 4.6] | ​ | [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: 4.6] [added: 4.5] | ​ | [removed: [Indenture,] [added: [Supplemental Indenture,] dated as of 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 March 8, 2016, 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/898173/000110465916103357/a16-5176_6ex4d2.htm)] |

| 4.7 | ​ | [removed: [Supplemental] [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 [removed: 4.2] [added: 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_6ex4d2.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465917052466/a17-19915_5ex4d1.htm)] |

| 4.8 | ​ | [Form of [removed: 3.550%] Note [added: for 3.600% Senior Notes] due [removed: 2026,] [added: 2027,] 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: August 17, 2017,] 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/898173/000110465917052466/a17-19915_5ex4d1.htm)] |

| 4.9 | ​ | [removed: [Second] [added: [Third] Supplemental Indenture, dated as of [removed: August] [added: May] 17, [removed: 2017,] [added: 2018,] by and between O’Reilly Automotive, Inc. 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] [added: May] 17, [removed: 2017,] [added: 2018,] 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/898173/000110465918034071/a18-12615_4ex4d1.htm)] |

| 4.10 | ​ | [Form of Note for [removed: 3.600%] [added: 4.350%] Senior Notes due [removed: 2027,] [added: 2028,] included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: August] [added: May] 17, [removed: 2017,] [added: 2018,] 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/898173/000110465918034071/a18-12615_4ex4d1.htm)] |

| 4.11 | ​ | [removed: [Third Supplemental Indenture,] [added: [Indenture,] dated as of May [removed: 17, 2018,] [added: 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 May [removed: 17, 2018,] [added: 20, 2019,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465918034071/a18-12615_4ex4d1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465919030510/a19-10141_1ex4d1.htm)] |

| [removed: 4.12] [added: 4.13] | ​ | [Form of Note for [removed: 4.350%] [added: 3.900%] Senior Notes due [removed: 2028,] [added: 2029,] included in Exhibit [removed: 4.1] [added: 4.2] to the Registrant’s Current Report on Form 8-K dated May [removed: 17, 2018,] [added: 20, 2019,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465918034071/a18-12615_4ex4d1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465919030510/a19-10141_1ex4d2.htm)] |

| [removed: 4.13] [added: 4.12] | ​ | [removed: [Indenture,] [added: [First Supplemental Indenture,] dated as of May 20, 2019, by and between O’Reilly Automotive, Inc. and U.S. Bank Trust Company National Association (formerly known as 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: 4.14] [added: 4.15] | ​ | [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 Trust Company National Association (formerly known as 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: 4.15] [added: 4.16] | ​ | [Form of Note for [removed: 3.900%] [added: 4.200%] Senior Notes due [removed: 2029,] [added: 2030,] 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: 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: 4.16] [added: 4.14] | ​ | [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) |

| 4.17 | ​ | [removed: [Second] [added: [Third] Supplemental Indenture, dated as of [removed: March 27,] [added: September 23,] 2020, by and between O’Reilly Automotive, Inc. and U.S. Bank Trust Company National Association (formerly known as U.S. Bank National Association), as Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: March 27,] [added: September 23,] 2020, 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/898173/000110465920107816/tm2031416d1_ex4-1.htm)] |

| 4.18 | ​ | [Form of Note for [removed: 4.200%] [added: 1.750%] Senior Notes due [removed: 2030,] [added: 2031,] included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: March 27,] [added: September 23,] 2020, 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/898173/000110465920107816/tm2031416d1_ex4-1.htm)] |

| 4.19 | ​ | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated as of [removed: September 23, 2020,] [added: June 15, 2022,] by and between O’Reilly Automotive, Inc. and U.S. Bank Trust [removed: Company National Association (formerly known as U.S. Bank] [added: Company,] National [removed: Association),] [added: Association,] as Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: September 23, 2020,] [added: June 15, 2022,] is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920107816/tm2031416d1_ex4-1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465922071487/tm2218375d1_ex4-1.htm)] |

| 4.20 | ​ | [Form of Note for [removed: 1.750%] [added: 4.700%] Senior Notes due [removed: 2031,] [added: 2032,] included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: September 23, 2020,] [added: June 15, 2022,] is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920107816/tm2031416d1_ex4-1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465922071487/tm2218375d1_ex4-1.htm)] |

| 21.1 | ​ | [Subsidiaries of the Registrant, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817322000012/orly-20211231ex211a858a2.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000011/orly-20221231xex21d1.htm)] |

| 23.1 | ​ | [Consent of Ernst & Young LLP, independent registered public accounting firm, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817322000012/orly-20211231ex23182b551.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000011/orly-20221231xex23d1.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/898173/000089817322000012/orly-20211231ex31162f803.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000011/orly-20221231xex31d1.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/898173/000089817322000012/orly-20211231ex3124aed46.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000011/orly-20221231xex31d2.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/898173/000089817322000012/orly-20211231ex321da928d.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000011/orly-20221231xex32d1.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/898173/000089817322000012/orly-20211231ex322e9eb2d.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000011/orly-20221231xex32d2.htm)] |

| ​ | Date: | February 28, [removed: 2022] [added: 2023] | | ​ |

| Date: | February 28, [removed: 2022] [added: 2023] | | ​ | ​ | ​ |

| ​ | [removed: President and] [added: Chief Executive Officer] | | ​ | Executive Vice President and | |

| ​ | [removed: Chief] [added: (Principal] Executive [removed: Officer] [added: Officer)] | | ​ | Chief Financial Officer | |

| ​ | [removed: (Principal Executive Officer)] [added: ​] | | ​ | (Principal Financial and Accounting Officer) | |

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| ​ | /s/ | Gregory D. Johnson | ​ | /s/ | Jeremy A. Fletcher |

| ​ | Gregory D. Johnson | | ​ | Jeremy A. Fletcher | |

| ​ | ​ | President and | | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | /s/ | Gregory D. Johnson | ​ | /s/ | Thomas McFall |

| ​ | Gregory D. Johnson | | ​ | Thomas McFall | |