O'Reilly Automotive 10-Q 2025-09-30

Filed 2025-11-07. 2 sections, 122K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

​

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

For the quarterly period ended September 30, 2025

OR

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

For the transition period from ________ to ________

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Graphic

O’REILLY AUTOMOTIVE, INC.

(Exact name of registrant as specified in its charter)

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Missouri000-2131827-4358837
(State or other jurisdiction of​Commission file number​(I.R.S. Employer Identification No.)
incorporation or organization)​​​​

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233 South Patterson Avenue

Springfield**,** Missouri 65802

(Address of principal executive offices, Zip code)

(417) 862-6708

(Registrant’s telephone number, including area code)

Not applicable

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

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

​​​​​
Title of Each ClassTrading Symbol(s)Name of Each Exchange on which Registered
Common Stock,$0.01 par value​ORLY​The Nasdaq Stock Market LLC
​​​​(Nasdaq Global Select Market)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer☒Accelerated filer☐Emerging growth company☐
Non-accelerated filer☐Smaller reporting company☐​​

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: Common stock, $0.01 par value - 844,104,092 shares outstanding as of November 3, 2025.

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O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

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​Page
PART I - FINANCIAL INFORMATION​2
ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)​2
Condensed Consolidated Balance Sheets​2
Condensed Consolidated Statements of Income​3
Condensed Consolidated Statements of Comprehensive Income​4
Condensed Consolidated Statements of Shareholders’ Equity (Deficit)​5
Condensed Consolidated Statements of Cash Flows​6
Notes to Condensed Consolidated Financial Statements​7
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS​17
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK​23
ITEM 4 - CONTROLS AND PROCEDURES​24
PART II - OTHER INFORMATION​25
ITEM 1 - LEGAL PROCEEDINGS​25
ITEM 1A - RISK FACTORS​25
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS​25
ITEM 5 - OTHER INFORMATION​25
ITEM 6 - EXHIBITS​26
SIGNATURE PAGES​27

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

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​​​​​​​
​September 30, 2025December 31, 2024
​​(Unaudited)​(Note)
Assets​​
Current assets:​​
Cash and cash equivalents​$204,513​$130,245
Accounts receivable, net​422,849​356,839
Amounts receivable from suppliers​178,155​139,091
Inventory​5,610,118​5,095,804
Other current assets​181,340​117,916
Total current assets​6,596,975​5,839,895
​​​​​​​
Property and equipment, at cost​9,982,785​9,192,254
Less: accumulated depreciation and amortization​3,849,021​3,587,098
Net property and equipment​6,133,764​5,605,156
​​​​​​​
Operating lease, right-of-use assets​​2,404,612​​2,324,638
Goodwill​945,587​930,161
Other assets, net​198,689​193,891
Total assets​$16,279,627​$14,893,741
​​​​​​​
Liabilities and shareholders’ deficit​​
Current liabilities:​​
Accounts payable​$7,060,609​$6,524,811
Self-insurance reserves​180,138​149,387
Accrued payroll​154,288​107,495
Accrued benefits and withholdings​256,835​199,593
Income taxes payable​10,696​6,274
Current portion of operating lease liabilities​​436,672​​419,213
Other current liabilities​610,521​876,732
Total current liabilities​8,709,759​8,283,505
​​​​​​​
Long-term debt​5,915,530​5,520,932
Operating lease liabilities, less current portion​​2,049,454​​1,980,705
Deferred income taxes​240,728​247,599
Other liabilities​258,832​231,961
​​​​​​​
Shareholders’ equity (deficit):​​
Common stock, $0.01 par value:​​​​​
Authorized shares – 1,250,000,000​​​​​​
Issued and outstanding shares –​​​​​​
846,832,348 as of September 30, 2025, and​​​​​​
862,232,760 as of December 31, 2024​​8,468​8,622
Additional paid-in capital​1,519,584​1,454,518
Retained deficit​(2,438,352)​(2,791,288)
Accumulated other comprehensive income (loss)​​15,624​​(42,813)
Total shareholders’ deficit​(894,676)​(1,370,961)
​​​​​​​
Total liabilities and shareholders’ deficit​$16,279,627​$14,893,741

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Note: The balance sheet at December 31, 2024, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.

See accompanying Notes to condensed consolidated financial statements.

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O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

​

​​​​​​​​​​​​​
​​For the Three Months Ended​For the Nine Months Ended
​​September 30,​September 30,
​2025202420252024
Sales​$4,705,696​$4,364,437​$13,367,678​$12,612,878
Cost of goods sold, including warehouse and distribution expenses​2,265,750​2,113,212​6,479,709​6,159,421
Gross profit​2,439,946​2,251,225​6,887,969​6,453,457
​​​​​​​​​​​​​
Selling, general and administrative expenses​1,463,879​1,354,497​4,255,966​3,940,950
Operating income​976,067​896,728​2,632,003​2,512,507
​​​​​​​​​​​​​
Other income (expense):​​​​
Interest expense​(59,566)​(55,166)​(174,467)​(167,145)
Interest income​1,780​2,055​5,329​5,239
Other, net​5,369​4,304​6,591​9,266
Total other expense​(52,417)​(48,807)​(162,547)​(152,640)
​​​​​​​​​​​​​
Income before income taxes​923,650​847,921​2,469,456​2,359,867
Provision for income taxes​197,754​182,457​536,480​524,317
Net income​$725,896​$665,464​$1,932,976​$1,835,550
​​​​​​​​​​​​​
Earnings per share-basic:​​​​
Earnings per share​$0.86​$0.76​$2.26​$2.09
Weighted-average common shares outstanding – basic​848,292​869,971​853,909​878,442
​​​​​​​​​​​​​
Earnings per share-assuming dilution:​​​​
Earnings per share​$0.85​$0.76​$2.25​$2.08
Weighted-average common shares outstanding – assuming dilution​852,704​875,023​858,452​884,135

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See accompanying Notes to condensed consolidated financial statements.

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O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

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​​​​​​​​​​​​​
​​For the Three Months Ended​For the Nine Months Ended
​​September 30,​September 30,
​2025202420252024
Net income​$725,896​$665,464​$1,932,976​$1,835,550
Other comprehensive income (loss):​​​​​​​​​​​​
Foreign currency translation adjustments​7,059​(22,026)​58,437​(52,522)
Total other comprehensive income (loss)​​7,059​​(22,026)​​58,437​​(52,522)
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