O'Reilly Auto Parts 2015 Annual Report Download

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O’REILLY AUTOMOTIVE ANNUAL REPORT
2
0
1
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2015
Annual Report
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Table of contents

  • Page 1
    ® O ' R E I L LY A U T O M O T I V E A N N U A L R E P O R T 2 0 1 5 2015 Annual Report

  • Page 2
    ... 2012 2013 2014 2015 FREE CASH FLOW (in millions) RETURN on INVESTED CAPITAL MARKET CAPITALIZATION (in billions) FINANCIAL HIGHLIGHTS In thousands, except earnings per share data and store count YEAR ENDED DECEMBER 31, Store Count Percentage Increase in Comparable-Store Sales Sales Operating...

  • Page 3
    ...CUSTOMER SERVICE EXPENSE CONTROL HARD WORK TO OUR FELLOW SHAREHOLDERS: e would like to begin our letter this year by simply saying 2015 was another great year for O'Reilly. Our dedicated Team once again maintained its relentless focus on providing consistently high levels of service to our customers...

  • Page 4
    ... inventory HUB store, which stock on average 44,000 SKUs. Our customer service commitment is to "never say no," and we will remain the industry leader in parts availability, providing our Team Members with the tools necessary to provide extremely high levels of service and earn customers' business...

  • Page 5
    ... which is scheduled to open in the second quarter of 2016. This new distribution center will provide our stores in Texas with even higher levels of service, while also supporting additional growth, and our distribution operations teams have a proven record of bringing new distribution centers online...

  • Page 6
    ... by the hard work of our dedicated Team Members. In 2015, we opened 205 net, new stores, expanded into Connecticut, our 44th state, and began construction on our 27th distribution center, which will be located in Selma, Texas, outside of San Antonio. We will continue our long record of profitable...

  • Page 7
    ... in its charter) Missouri (State or other jurisdiction of incorporation or organization) 000-21318 Commission file number 27-4358837 (I.R.S. Employer Identification No.) 233 South Patterson Avenue Springfield, Missouri 65802 (Address of principal executive offices, Zip code) (417) 862-6708...

  • Page 8
    ... the Company was $18,290,893,288 based on the last price of the common stock reported by The NASDAQ Global Select Market. FORM 10-K DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive proxy statement for the 2016 Annual Meeting of Shareholders to be filed with the Securities and Exchange...

  • Page 9
    ... Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services PART IV Item 15. Exhibits and Financial Statement Schedules...

  • Page 10
    ...as floor mats, seat covers and truck accessories. FORM 10-K Our stores offer many enhanced services and programs to our customers, such as used oil, oil filter and battery recycling; battery, wiper and bulb replacement; battery diagnostic testing; electrical and module testing; check engine light...

  • Page 11
    ... market strategy, superior customer service, technically proficient store personnel, strategic distribution network and experienced management team make up our key competitive advantages, which cannot be easily duplicated. Proven Ability to Execute Our Dual Market Strategy: For more than 35 years...

  • Page 12
    ...who average 12 years of service. Our management team has demonstrated the consistent ability to successfully execute our business plan and growth strategy by generating 23 consecutive years of record revenues and earnings and positive comparable store sales results since becoming a public company in...

  • Page 13
    ... relations with our Team Members to be excellent. Store Network New Store Site Selection: In selecting sites for new stores, we seek to strategically locate store sites in clusters within geographic areas in order to achieve economies of scale in management, advertising and distribution. Other key...

  • Page 14
    The following table sets forth the geographic distribution and activity of our stores as of December 31, 2015 and 2014: December 31, 2014 State Texas California Missouri Georgia Illinois Ohio Tennessee Washington North Carolina Michigan Florida Arizona Alabama Oklahoma Minnesota Indiana Wisconsin ...

  • Page 15
    ... corporate headquarters in Springfield, Missouri. Store and district managers also receive continuous training through online assignments, field workshops, regional meetings and our annual managers' conference. We provide financial incentives to all store Team Members through incentive compensation...

  • Page 16
    ... distribution center network. In 2016, we plan to open one additional DC, which will be located in Selma, near San Antonio, Texas. This new DC will have the capacity to service 250 stores and, taking into account this new DC and 210 planned, net, new store openings in 2016, we expect to end the year...

  • Page 17
    ...; trade credit for qualified accounts; First Call Online, a dedicated proprietary Internet based catalog and ordering system designed specifically to connect professional service providers directly to our inventory system; Mitchell shop management systems; training and seminars covering topics...

  • Page 18
    ... for business management, competitive pricing, advertising, marketing and sales assistance to Parts City Auto Parts affiliate stores. Pricing We believe that competitive pricing is essential to successfully operate in the automotive aftermarket business. Product pricing is generally established...

  • Page 19
    ... position of President since 2013. Thomas McFall, age 45, Executive Vice President of Finance and Chief Financial Officer, has been an O'Reilly Team Member for nine years. Mr. McFall's primary areas of responsibility are Finance, Accounting, Information Systems, Risk Management, and Human Resources...

  • Page 20
    ...Service Manager, Inventory Control Manager, Director of Store Inventory Management, and Vice President of Store Inventory Management. Mr. Johnson has held the position of Senior Vice President of Inventory Management since 2010. Scott Kraus, age 39, Senior Vice President of Real Estate and Expansion...

  • Page 21
    ...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...

  • Page 22
    ... a lesser impact on failure rates of automotive parts. In addition, our stores and distribution centers ("DCs") located in coastal regions may be subject to increased insurance claims resulting from regional weather conditions and our results of operations, financial condition and cash flows could...

  • Page 23
    ..., financial condition and cash flows. Failure to achieve and maintain a high level of product and service quality may reduce our brand value and negatively impact our business. We believe our Company has built an excellent reputation as a leading retailer in the automotive aftermarket industry...

  • Page 24
    ... fuel prices. Our business is subject to employment legislation and regulations, including requirements related to minimum wage. Our success depends, in part, on our ability to manage operating costs and identify opportunities to reduce costs. Our ability to meet labor needs, while controlling...

  • Page 25
    ... Location Aurora, CO Belleville, MI Billings, MT Brooklyn Park, MN Brownsburg, IN Des Moines, IA Devens, MA Forest Park, GA Greensboro, NC Houston, TX Kansas City, MO Knoxville, TN Lakeland, FL Lubbock, TX Moreno Valley, CA Naperville, IL Nashville, TN North Little Rock, AR Oklahoma City, OK Phoenix...

  • Page 26
    ..., taking into account applicable insurance and reserves, will have a material adverse effect on its consolidated financial position, results of operations or cash flows in a particular quarter or annual period. As previously reported, the Company received a subpoena from the District Attorney of the...

  • Page 27
    ...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...

  • Page 28
    ... ("S&P 500 Retail Index") and the Standard and Poor's S&P 500 Index ("S&P 500"). FORM 10-K Company/Index O'Reilly Automotive, Inc. S&P 500 Retail Index S&P 500 $ $ 2010 100 100 100 $ $ 2011 132 103 100 $ $ December 31, 2012 2013 148 128 113 $ $ 213 185 147 $ $ 2014 319 203 164 $ $ 2015 419 252...

  • Page 29
    ...Inc.'s (the "Company's") selected financial data over a ten-year period. Years ended December 31, (In thousands, except per share, Team Members, stores and ratio data) INCOME STATEMENT DATA: Sales ($) Cost of goods sold, including warehouse and distribution expenses Gross profit Selling, general and...

  • Page 30
    Years ended December 31, (In thousands, except per share, Team Members, stores and ratio data) BALANCE SHEET DATA: Working capital (g)($) Total assets (g)($) Inventory turnover (h) Accounts payable to inventory (i) Current portion of long-term debt and short-term debt ($) Long-term debt, less ...

  • Page 31
    ...is a driver of 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...

  • Page 32
    ... total employment continues to improve, total miles driven in the U.S. should continue to increase in line with the historical trend of long-term annual growth. Number of U.S. Registered Vehicles, New Light Vehicle Registrations and Average Vehicle Age - The total number of vehicles on the road and...

  • Page 33
    ...store growth and the high levels of customer service provided by our well-trained and technically proficient Team Members, superior inventory availability, including same day and over-night access to inventory in our regional distribution centers, enhanced services and programs offered in our stores...

  • Page 34
    ... service provider customer transaction counts benefited from the continued growth of our less mature stores. We opened 205 net, new stores during the year ended December 31, 2015, compared to 200 net, new stores for the year ended December 31, 2014. As of December 31, 2015, we operated 4,571 stores...

  • Page 35
    ...store growth and the high levels of customer service provided by our well-trained and technically proficient Team Members, superior inventory availability, including same day and over-night access to inventory in our regional distribution centers, enhanced services and programs offered in our stores...

  • Page 36
    ... 106 million shares from $6.03 on 111 million shares for the same period one year prior. LIQUIDITY AND CAPITAL RESOURCES Our long-term business strategy requires capital to open new stores, fund strategic acquisitions, expand distribution infrastructure, operate and maintain existing stores and may...

  • Page 37
    ...to 2015. The increase in current liabilities was primarily due to the increase in accounts payable, resulting from inventory growth related to new store openings supported in part by our suppliers and additional supplier participation in our enhanced supplier financing program during the year, which...

  • Page 38
    ... 2015, 2014 and 2013, respectively. We plan to open 210 net, new stores in 2016. The current costs associated with the opening of a new store, including the cost of land acquisition, building improvements, fixtures, vehicles, net inventory investment and computer equipment, are estimated to average...

  • Page 39
    ... to conform to current period presentation, due to the Company's adoption of new accounting standards during the fourth quarter ended December 31, 2015. See Note 1 "Summary of Significant Accounting Policies" to the Consolidated Financial Statements for more information. Free cash flow, the...

  • Page 40
    ..., from time to time, repurchase shares of our common stock, solely through open market purchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate trading policy requirements and overall market conditions. Our Board of Directors may...

  • Page 41
    ... Item 7 of this annual report on Form 10-K and Note 6 "Leasing" to the Consolidated Financial Statements for further information on our operating leases. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of our financial statements in accordance with GAAP requires the application of certain...

  • Page 42
    ... and tools, is stated at the lower of cost or market. The extended nature of the life cycle of our products is such that the risk of obsolescence of our inventory is minimal. The products that we sell generally have applications in our markets for a relatively long period of time in conjunction...

  • Page 43
    ... of certain Team Member health care benefit liabilities, employment related claims and litigation, certain commercial litigation and certain regulatory matters, we obtain third-party insurance coverage to limit our exposure for any individual workers' compensation, general liability, vehicle...

  • Page 44
    ... computed independently for each quarter and annual period. The quarterly earnings per share amounts may not sum to equal the full-year earnings per share amount. The unaudited operating data presented above should be read in conjunction with our consolidated financial statements and related notes...

  • Page 45
    ... are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods...

  • Page 46
    ... in short-term, highly-liquid instruments with maturities of 90 days or less. We do not expect any material losses from our invested cash balances and we believe that our interest rate exposure is minimal. As of December 31, 2015, our cash and cash equivalents totaled $116 million. FORM 10-K 38

  • Page 47
    ... Data Index Management's Report on Internal Control over Financial Reporting Report of Independent Registered Public Accounting Firm: Internal Control over Financial Reporting Report of Independent Registered Public Accounting Firm: Financial Statements Consolidated Balance Sheets Consolidated...

  • Page 48
    ... Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Under the supervision and with the participation of the Company's principal executive officer and principal financial officer, management assessed the...

  • Page 49
    ...Public Company Accounting Oversight Board (United States), the consolidated balance sheets of O'Reilly Automotive, Inc. and Subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period...

  • Page 50
    ... respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), O'Reilly Automotive, Inc. and Subsidiaries' internal control over financial reporting as of December 31, 2015, based on criteria...

  • Page 51
    Consolidated Balance Sheets (In thousands, except share data) Assets Current assets: $ 116,301 Cash and cash equivalents 161,078 Accounts receivable, less allowance for doubtful accounts $9,637 in 2015 and $8,713 in 2014 72,609 Amounts receivable from suppliers 2,631,015 Inventory 29,023 Other ...

  • Page 52
    Consolidated Statements of Income (In thousands, except per share data) Sales Cost of goods sold, including warehouse and distribution expenses Gross profit Selling, general and administrative expenses Operating income Other income (expense): Interest expense Interest income Other, net Total other ...

  • Page 53
    ... Stock Balance at December 31, 2012 Net income Issuance of common stock under employee benefit plans, net of forfeitures and shares withheld to cover taxes Net issuance of common stock upon exercise of stock options Excess tax benefit from share-based compensation Share based compensation Share...

  • Page 54
    ..., equipment and intangibles Amortization of debt discount and issuance costs Excess tax benefit from share-based compensation Deferred income taxes Share-based compensation programs Other Changes in operating assets and liabilities: Accounts receivable Inventory Accounts payable Income taxes payable...

  • Page 55
    ... approvals, credit limits and accounts receivable and credit monitoring procedures. Generally, the Company does not require security when credit is granted to customers. Credit losses are provided for in the Company's consolidated financial statements and have consistently been within management...

  • Page 56
    ...tools, is stated at the lower of cost or market. Inventory also includes capitalized costs related to procurement, warehousing and distribution centers ("DCs"). Cost has been determined using the last-in, first-out ("LIFO") method, which more accurately matches costs with related revenues. Over time...

  • Page 57
    ... Balance Sheets as of December 31, 2015 and 2014. Warranties: The Company offers warranties on certain merchandise it sells with warranty periods ranging from 30 days to limited lifetime warranties. The risk of loss arising from warranty claims is typically the obligation of the Company's suppliers...

  • Page 58
    ... to the customer, generally at the customer's place of business. Wholesale sales to other retailers, also referred to as "jobber sales," are recorded upon shipment of the merchandise from a regional DC with same-day delivery to the jobber customer's location. Internet retail sales are recorded...

  • Page 59
    ...-based benefit plans and employee and director share-based compensation plans. The Company recognizes compensation expense over the requisite service period for its share-based plans based on the fair value of the awards on the date of the grant, award or issuance. Share-based plans include stock...

  • Page 60
    ... from the earnings per share calculation when the exercise price exceeds the market price of the common shares. See Note 13 for further information concerning the Company's common stock equivalents. New accounting pronouncements: In May of 2014, the Financial Accounting Standards Board (the "FASB...

  • Page 61
    ... are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods...

  • Page 62
    ... during the fourth quarter ended December 31, 2015, see Note 1 for further information. The accompanying Consolidated Balance Sheets include other financial instruments, including cash and cash equivalents, accounts receivable, amounts receivable from suppliers and accounts payable. Due to the...

  • Page 63
    ... Notes due 2023 (5), effective interest rate of 3.851% (1) Prior period amounts have been reclassified to conform to current period presentation, due to the Company's adoption of new accounting standards during the fourth quarter ended December 31, 2015, see Note 1 for further information. 55

  • Page 64
    ...fee are based upon the better of the ratings assigned to the Company's debt by Moody's Investor Service, Inc. and Standard & Poor's Ratings Services, subject to limited exceptions. As of December 31, 2015, based upon the Company's credit ratings, its margin for Base Rate loans was 0.000%, its margin...

  • Page 65
    ... Balance Sheets. The Company did not acquire any additional buildings under capital leases during the years ended December 31, 2015 or 2014. Operating lease commitments: The Company leases certain office space, retail stores, property and equipment under long-term, non-cancelable operating...

  • Page 66
    ... time to time, repurchase shares of its common stock, solely through open market purchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate trading policy requirements and overall market conditions. The Company's Board of Directors...

  • Page 67
    ... the Company's stock price has historically fluctuated. Expected dividend yield - The Company has not paid, nor does it have plans in the foreseeable future to pay, any dividends. • • • The table below identifies the weighted-average assumptions used for grants awarded during the years ended...

  • Page 68
    ... shares awarded under these plans is based on the closing market price of the Company's common stock on the date of award and compensation expense is recorded over the minimum required service period. The table below identifies the employee restricted stock activity under these plans during the year...

  • Page 69
    ...to 5% of their annual salary to participate in the plan. The fair value of shares issued under the ESPP is based on the average of the high and low market prices of the Company's common stock during the offering periods. Compensation expense is recognized based on the discount between the grant-date...

  • Page 70
    ... compensation, vehicle liability, general liability and property loss. With the exception of certain Team Member health care benefit liabilities, employment related claims and litigation, certain commercial litigation and certain regulatory matters, the Company obtains third-party insurance coverage...

  • Page 71
    ... Consolidated Balance Sheets as of December 31, 2015 and 2014 (in thousands): December 31, 2015 Deferred tax assets: Allowance for doubtful accounts Tax credits Other accruals Net operating losses Other Total deferred tax assets Deferred tax liabilities: Inventories Property and equipment Other...

  • Page 72
    ... tax benefits during the one-year period subsequent to December 31, 2015, resulting from settlement or expiration of the statute of limitations. The Company's United States federal income tax returns for tax years 2014 and beyond remain subject to examination by the Internal Revenue Service ("IRS...

  • Page 73
    ... on its consolidated financial position, results of operations or cash flows. As previously reported, on June 18, 2015, a jury in Greene County, Missouri returned an unfavorable verdict in a litigated contract dispute in the matter Meridian Creative Alliance vs. O'Reilly Automotive Stores, Inc. et...

  • Page 74
    ... independently for each quarter and annual period. The quarterly earnings per share amounts may not sum to equal the full-year earnings per share amount. The unaudited operating data presented above should be read in conjunction with the Company's consolidated financial statements and related...

  • Page 75
    ... the Securities and Exchange Commission's rules and forms and is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. CHANGES IN INTERNAL CONTROLS There were no...

  • Page 76
    .... The information on the Company's website is not a part of this Annual Report on Form 10-K and is not incorporated by reference in this report or any of the Company's other filings with the SEC. Corporate Governance: The Corporate Governance/Nominating Committee of the Board of Directors does not...

  • Page 77
    ... be included in the Company's Proxy Statement under the caption "Director Independence" and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information required by Item 9(e) of Schedule 14A will be included in O'Reilly Automotive, Inc. and Subsidiaries' Proxy...

  • Page 78
    ...Reilly Automotive, Inc. and Subsidiaries included in the Annual Shareholders' Report of the registrant for the year ended December 31, 2015, are filed with this Annual Report in Part II, Item 8: Management's Report on Internal Control over Financial Reporting Report of Independent Registered Public...

  • Page 79
    O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS FORM 10-K (in thousands) Additions Charged to Costs and Expenses $ $ 1,123 Additions Charged to Other Accounts Describe $ - - - Description Sales and returns allowances: For the year ended December 31, 2015 ...

  • Page 80
    ... duly authorized. FORM 10-K O'REILLY AUTOMOTIVE, INC. (Registrant) Date: February 26, 2016 By: /s/ Greg L. Henslee Greg L. Henslee President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the...

  • Page 81
    ... (a) to the Registrant's Annual Shareholders' Report on Form 10-K for the year ended December 31, 1996, is incorporated herein by this reference. Second Amendment to the O'Reilly Automotive, Inc. 1993 Stock Option Plan, filed as Exhibit 10.20 to the Registrant's Quarterly Report on Form 10-Q for the...

  • Page 82
    ...'s Proxy Statement for 2012 Annual Meeting of Shareholders on Schedule 14A, is incorporated herein by this reference. O'Reilly Automotive, Inc. 2012 Incentive Award Plan, Form of Stock Option Grant Notice and Agreement, filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the...

  • Page 83
    ... Compensation Clawback Policy Acknowledgment, between O'Reilly Automotive, Inc. ("O'Reilly") and certain O'Reilly Executive Officers, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated January 29, 2015, is incorporated herein by this reference. Form of Change in Control...

  • Page 84
    ... FORM 10-K Subsidiary O'Reilly Automotive Stores, Inc. Ozark Automotive Distributors, Inc. Ozark Services, Inc. Ozark Purchasing, LLC O'Reilly Auto Enterprises, LLC State of Incorporation Missouri Missouri Missouri Missouri Delaware In addition, three subsidiaries operating in the United States...

  • Page 85
    ... the effectiveness of internal control over financial reporting of O'Reilly Automotive, Inc. and Subsidiaries, included in this Annual Report (Form 10-K) of O'Reilly Automotive, Inc. and Subsidiaries for the year ended December 31, 2015. /s/ Ernst & Young LLP Kansas City, Missouri February 26, 2016

  • Page 86
    ... or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 26, 2016 /s/ Greg L. Henslee Greg L. Henslee President and Chief Executive Officer (Principal Executive Officer) FORM 10-K 3. 4.

  • Page 87
    ... design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have...

  • Page 88
    ...In connection with the Report of O'Reilly Automotive, Inc. (the "Company") on Form 10-K for the period ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Greg L. Henslee, Chief Executive Officer of the Company, certify, pursuant to 18...

  • Page 89
    ... In connection with the Report of O'Reilly Automotive, Inc. (the "Company") on Form 10-K for the period ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas McFall, Chief Financial Officer of the Company, certify, pursuant to 18...

  • Page 90
    ... of Inventory Management SCOTT KRAUS JAY D. BURCHFIELD Director Since 1997 Compensation Committee - Chairman Audit & Corporate Governance/ Nominating Committees Senior Vice President of Real Estate and Expansion JULIE GRAY Vice President of Corporate Services and Assistant Corporate Secretary...

  • Page 91
    ® 2 3 3 S o u t h P a t t e r s o n • S p r i n g f i e l d , M i s s o u r i 6 5 8 0 2 • 4 1 7 - 8 6 2 - 3 3 3 3 • w w w. O R e i l l y A u t o . c o m