O'Reilly Auto Parts 2013 Annual Report Download

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WHEELS in MOTION
MOVING FORWARD with a PROVEN STRATEGY and a STRONG CULTURE
2013 ANNUAL REPORT

Table of contents

  • Page 1
    WHEELS in MOTION M O V I N G F O R W A R D with a P R O V E N S T R A T E G Y and a S T R O N G C U L T U R E 2013 ANNUAL REPORT

  • Page 2
    ... LOCATED FACILITIES 266 HUB STORES FINANCIAL HIGHLIGHT S In thousands, except earnings per share data and store count YEARS ENDED DECEMBER 31, 2013 2012 2011 2010 2009 Store Count Percentage Increase in Same-Store Sales Sales Operating Income Net Income Accounts Payable to Inventory Working...

  • Page 3
    ... highly-trained, technically-proficient Professional Parts People are committed to providing consistently superior service to each of our customers every day. Future Outlook As we look forward to 2014, we will continue to execute our business model and growth strategies with the goal of setting new...

  • Page 4
    ... than 57 years. From the original 13 Team Members and a single store, to our current team of 62,000, supporting and servicing 24 distribution centers and more than 4,100 stores, we've consistently delivered the right parts at the right price at the right time to our satisfied customers for decades...

  • Page 5
    ... capacity to service more than 750 stores. These new DCs will provide our existing stores with a more robust same-day inventory availability and still support our future store growth and help drive our continued market share gains. Our state-of-the-art distribution centers stock an average of 147...

  • Page 6
    ...to 1,300 stores is the single most important factor in our past and future acquisition successes. Financial Policy We are laser focused on executing our proven profitable growth model and our financial policies reflect that commitment. Our priorities for use of cash mirror our growth strategies with...

  • Page 7
    ... FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ O'REILLY AUTOMOTIVE...

  • Page 8
    ... value of the voting stock held by non-affiliates of the Company was approximately $16,366,370,856 based on the last sale price of the common stock reported by The NASDAQ Global Select Market. At June 30, 2013, an aggregate of 108,886,775 shares of the common stock of the registrant was outstanding...

  • Page 9
    ... Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Part III Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 10
    ... pumps, water pumps, brake system components, batteries, belts, hoses, temperature control, chassis parts and engine parts; maintenance items, such as oil, antifreeze, fluids, filters, wiper blades, lighting, engine additives and appearance products; and accessories, such as floor mats, seat covers...

  • Page 11
    ... in-store service through highly-motivated, technically-proficient store personnel ("Professional Parts People") using an advanced point-of-sale system an extensive selection and availability of products attractive stores in convenient locations competitive pricing, supported by a good, better, best...

  • 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 21 consecutive years of record revenues and earnings and positive comparable store sales results since becoming a public company in...

  • Page 13
    ...customers with a friendly and convenient shopping experience, as well as a robust product and repair content information resource, which will continue to build the O'Reilly Brand. Team Members As of January 31, 2014, we employed 62,533 Team Members (31,771 full-time Team Members and 30,762 part-time...

  • Page 14
    ... of our stores as of December 31, 2013 and 2012: December 31, 2012 State Texas California Missouri Georgia Illinois Tennessee Washington North Carolina Arizona Ohio Michigan Oklahoma Alabama Minnesota Indiana Arkansas Louisiana Wisconsin Florida Colorado South Carolina Kansas Mississippi Iowa...

  • 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
    ... these Team Members spend at least one day per week calling on existing and potential professional service provider customers. Additionally, each Team Member engaged in such sales activities participates in quarterly advanced training programs for sales and business development. Distribution Systems...

  • Page 17
    ... customers. Targeted marketing materials such as flyers, quick reference guides and catalogs are produced and distributed on a regular basis to professional service providers, paint and body shops and fleet customers. Our industry-leading First Call program enables our sales representatives, 11 FORM...

  • Page 18
    ... inventory of products and equipment needed to operate and maintain their shop Certified Auto Repair Center Program, a program that provides professional service providers with business tools they can utilize to profitably grow and market their shops Marketing to the Independently Owned Parts Store...

  • Page 19
    ... Executive Officer, has been an O'Reilly Team Member for 29 years. Mr. Henslee's O'Reilly career started as a parts specialist, and during his first five years he served in several positions in retail store operations, including district manager. From there he advanced to Computer Operations Manager...

  • Page 20
    ... of Sales, Operations and Real Estate in 1999, and in 2005 became Chief Operating Officer and Co-President, until January of 2013 when he became Executive Vice President of Expansion. Tony Bartholomew, age 52, Senior Vice President of Professional Sales, has been an O'Reilly Team Member for 31 years...

  • Page 21
    ...to these service marks and trademarks. AVAILABLE INFORMATION Our Internet address is www.oreillyauto.com. Interested readers can access, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished...

  • Page 22
    ... management, see the "Business" section of Item 1 of this annual report on Form 10-K. A change in the relationship with any of our key vendors or the unavailability of our key products at competitive prices could affect our financial health. Our business depends on developing and maintaining close...

  • Page 23
    ... in adverse publicity, governmental investigations or litigation, which can negatively impact these perceptions and lead to adverse effects on our business or Team Members. Sales of shares of our common stock eligible for future sale could adversely affect our share price. All of the shares of our...

  • Page 24
    ... rates. Decreased participation in our vendor financing programs would lead to an increase in working capital needed to operate the business, adversely affecting our cash flow. A breach of customer, Team Member or Company information could damage our reputation or result in substantial additional...

  • Page 25
    ... table provides information regarding our DCs, returns facilities and corporate offices as of December 31, 2013: Location Atlanta, GA Belleville, MI Billings, MT Dallas, TX Denver, CO Des Moines, IA Devens, MA Greensboro, NC Houston, TX Indianapolis, IN Kansas City, MO Knoxville, TN Lakeland...

  • Page 26
    ...does not currently believe that, in the aggregate, these matters, 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. In addition, O'Reilly was...

  • Page 27
    ... by our Board of Directors on January 11, 2011, we may, 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...

  • Page 28
    ... Retail Index"). The Company has added the S&P Retail Index as its components include many of the Company's peers and, in the future, the Company plans to discontinue the use of the Nasdaq US and the Nasdaq Retail Trade indices in its comparison graph. FORM 10-K Company/Index O'Reilly Automotive...

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

  • Page 30
    ... CSK Auto Corporation ("CSK") and VIP Parts, Tires & Service ("VIP"), respectively. The 2005 Midwest acquisition added 72 stores, the 2008 CSK acquisition added 1,342 stores and the 2012 VIP acquisition added 56 stores to the O'Reilly store count. Financial results for these acquired companies have...

  • Page 31
    ... sales and profitability in our industry. Our stores also offer enhanced services and programs to our customers: used oil, oil filter and battery recycling; battery, wiper and bulb replacement; battery diagnostic testing; electrical and module testing; check engine light code extraction; loaner tool...

  • Page 32
    ... the Board of Directors in January of 2011, the Company may, from time to time, repurchase shares of its common stock, solely through open market purchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate trading policy requirements...

  • Page 33
    ... the change in sales of stores open at least one year and exclude sales of specialty machinery, sales to independent parts stores, sales to Team Members and sales from the VIP Parts, Tires & Service ("VIP") stores acquired on December 31, 2012, due to the significant change in the business model and...

  • Page 34
    ... one year that are included in comparable store sales Sales in 2012 for stores that have closed Sales for stores opened throughout 2013 and acquired VIP stores Non-store sales: Includes sales of machinery and sales to independent parts stores and Team Members Total increase in sales $ 259 FORM 10...

  • Page 35
    ... parts stores and Team Members Total increase in sales 29 $ 215 78 (3) 96 $ 7 393 FORM 10-K Commercial sales typically carry a lower gross profit as a percentage of sales than DIY sales, as volume discounts are granted on wholesale transactions to professional service provider customers...

  • Page 36
    ... focus on inventory control and accountability through our distribution and store networks. Commercial sales typically carry a lower gross profit as a percentage of sales than DIY sales, as volume discounts are granted on wholesale transactions to professional service provider customers, therefore...

  • Page 37
    ... earnings per common share Weighted-average common shares outstanding - assuming dilution $ The financial information presented in the paragraph and table above is not derived in accordance with United States generally accepted accounting principles ("GAAP"). We do not, nor do we suggest investors...

  • Page 38
    ... 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 include the opportunistic repurchase of shares of our common stock through our Board-approved share repurchase...

  • Page 39
    ... related to the mix of owned versus leased stores opened. We were able to find real estate with attractive lease rates during 2012 and as a result, opened a larger number of leased locations during 2012 as compared to the year prior. Opening a new store in a leased location requires a smaller...

  • Page 40
    ... 15, 2013, and is computed on the basis of a 360day year. The net proceeds from the issuance of the 3.850% Senior Notes due 2023 were used to pay fees and expenses related to the offering and for general corporate purposes, including share repurchases. The senior notes are guaranteed on a senior...

  • Page 41
    ..., as approved by our Board of Directors, we may, 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...

  • Page 42
    ... Company's common stock that have been repurchased as part of our publicly announced share repurchase program (in thousands, except per share data): For the Year Ended December 31, 2013 2012 8,529 16,201 109.38 $ 89.20 932,900 $ 1,445,044 FORM 10-K Shares repurchased Average price per share Total...

  • Page 43
    ..., accessories 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...

  • Page 44
    ... value of long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of these assets might exceed their current fair values. As part of the evaluation, we review performance at the store level to identify any stores with current period operating losses...

  • Page 45
    ...DQ\LQGLYLGXDOworkers' FRPSHQVDWLRQ...[LQFRPHIRUWKH\HDUHQGHG'HFHPEHU 2013. Closed Property Reserves ° WH PDLQWDLQ ...RUFKDQJHVLQ WD[UHJXODWLRQV ,Q management'VRSLQLRQ DGHTXDWHSURYLVLRQV IRU LQFRPH... difIHUIURPRXUHVWLPDWHVAlternativelyZHFRXOGKDYHDSSOLHG...FORM 10-K

  • Page 46
    ...financial statements and related notes included elsewhere in this annual report, and the other financial information included therein. Fiscal 2013 Second Third Quarter Quarter First Quarter Comparable store sales Sales Gross profit Operating income Net income Earnings per share - basic (1) Earnings...

  • Page 47
    ...of our fixed rate debt was estimated at $1.41 billion and $1.20 billion as of December 31, 2013 and 2012, respectively, which was determined by reference to quoted market prices. We invest certain of our excess cash balances in short-term, highly-liquid instruments with maturities of 90 days or less...

  • Page 48
    ...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 Statements...

  • Page 49
    ...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, 2013. In making this assessment, management used the criteria set forth by the Committee...

  • Page 50
    ...respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of O'Reilly Automotive, Inc. and...

  • Page 51
    ...of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and...

  • Page 52
    ...except share data) FORM 10-K December 31, 2013 2012 Assets Current assets: Cash and cash equivalents Accounts receivable, less allowance for doubtful accounts $6,661 in 2013 and $6,447 in 2012 Amounts receivable from vendors Inventory Other current assets Total current assets Property and equipment...

  • Page 53
    ... 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 Former CSK officer clawback Operating income Other income (expense): Interest expense Interest income...

  • Page 54
    ... Income (In thousands) FORM 10-K For the Year Ended December 31, 2013 2012 2011 Components of comprehensive income: $ Net income Reclassification adjustment for unrealized losses on cash flow hedges, net of tax, included in net income Other comprehensive income $ Total comprehensive income...

  • Page 55
    ... and shares withheld to cover taxes Net issuance of common stock upon exercise of stock options Excess tax benefit of stock options exercised Share based compensation Share repurchases, including fees Balance at December 31, 2012 Net income Issuance of common stock under employee benefit plans, net...

  • Page 56
    ...discount and issuance costs Write-off of asset-based revolving credit facility debt issuance costs Excess tax benefit from stock options exercised Deferred income taxes Share-based compensation programs Other Changes in operating assets and liabilities: Accounts receivable Inventory Accounts payable...

  • Page 57
    ...") customer and the professional service provider. The Company's robust distribution system provides stores with same-day or overnight access to an extensive inventory of hard-to-find items not typically stocked in the stores of other auto parts retailers. Segment reporting: The Company is managed...

  • Page 58
    ... to its long-lived assets during the year ended December 31, 2013 or 2012. Self-insurance reserves: The Company uses a combination of insurance and self-insurance mechanisms to provide for potential liabilities for Team Member health care benefits, workers' compensation, vehicle liability, general...

  • Page 59
    ... as price, corporate trading policy requirements and overall market conditions. All shares repurchased under the share repurchase program are retired and recorded under the par value method on the accompanying Consolidated Balance Sheets. See Note 10 for further information concerning the Company...

  • Page 60
    ... of Income amounted to $78.3 million, $74.8 million and $73.8 million for the years ended December 31, 2013, 2012 and 2011, respectively. Share-based compensation and benefit plans: The Company sponsors employee share-based benefit plans and employee and director share-based compensation plans. The...

  • Page 61
    ... to long-term debt instruments. Income taxes: The Company accounts for income taxes using the liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under...

  • Page 62
    ...FORM...recognition. Fair value of financial instruments: 7KH FDUU\LQJ DPRXQWV RI WKH Company'V VHQLRU QRWHV DUH...values. NOTE 3 - PROPERTY AND EQUIPMENT 7KHIROORZLQJWDEOHLGHQWLILHVWKHW\SHV...HDUV °\HDUV °\HDUV °\HDUV December 31, 2013 $ 457,858 1,197,369 483,578 960...

  • Page 63
    ... excess tax benefit related to exercises of stock options acquired in the acquisition of CSK. The Company did not record any goodwill impairment during the years ended December 31, 2013 or 2012. The following table identifies the changes in goodwill for the years ended December 31, 2013 and 2012 (in...

  • Page 64
    ...the aggregate commitments under the Revolving Credit Facility by up to $200 million. As of December 31, 2013 and 2012, the Company had outstanding letters of credit, primarily to support obligations related to workers' compensation, general liability and other insurance policies, in the amount of 58

  • Page 65
    ... basis of a 360-day year. The net proceeds from the issuance of the 3.850% Senior Notes due 2023 were used to pay fees and expenses related to the offering, with the remainder intended to be used for general corporate purposes, including share repurchases. The senior notes are guaranteed on a senior...

  • Page 66
    ... any additional buildings under capital leases during the years ended December 31, 2013 or 2012. See Note 15 for further information on the Company's related party operating leases. Operating lease commitments: The Company leases certain office space, retail stores, property and equipment under long...

  • Page 67
    ... 8,337 459 (2,458) (499) 5,839 $ Administrative Office and Distribution Facilities Closure Liabilities 3,544 170 (2,038) - 1,676 105 (422) - 1,359 FORM 10-K $ The Company accrues for closed property operating lease liabilities using a credit-adjusted discount rate to calculate the present value of...

  • Page 68
    ... 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, for a three-year period. The Company and its Board...

  • Page 69
    ... equal to the closing market price of the Company's common stock on the date of the grant. Employee stock options granted under the plans expire after ten years and typically vest 25% per year, over four years, or the minimum required service period. The Company records compensation expense for the...

  • Page 70
    ...'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 December 31, 2013, 2012...

  • Page 71
    ...-year period and are held in escrow until such vesting has occurred. Generally, unvested shares are forfeited when an employee ceases employment. The fair value of shares awarded under this plan is based on the closing market price of the Company's common stock on the date of award and compensation...

  • Page 72
    ... market value. Employees may authorize the Company to withhold up 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...

  • Page 73
    ...Auto Parts stores and one of its bulk facilities under fifteenor twenty-year operating lease agreements with entities in which certain of the Company's affiliated directors, members of an affiliated director's immediate family or certain of the Company's executive officers, are affiliated. Generally...

  • Page 74
    ... significant components of the Company's deferred tax assets and liabilities as of December 31, 2013 and 2012 (in thousands): FORM 10-K December 31, 2013 2012 Deferred tax assets: Current: Allowance for doubtful accounts Tax credits Other accruals Total current deferred tax assets Noncurrent...

  • Page 75
    ... $ The excess tax benefit associated with the exercise of non-qualified stock options has been included within "Additional paid-in capital" on the accompanying consolidated financial statements. As of December 31, 2013, the Company had tax credit carryforwards available for state tax purposes, net...

  • Page 76
    ... tax benefits during the one-year period subsequent to December 31, 2013, resulting from settlement or expiration of the statute of limitations. The Company's United States federal income tax returns for tax years 2011 and beyond remain subject to examination by the Internal Revenue Service ("IRS...

  • Page 77
    ... terms of the Company's share-based compensation plans. Subsequent to the end of the year and through February 28, 2014, the Company did not repurchase a material number of shares of its common stock. NOTE 18 - QUARTERLY RESULTS (Unaudited) The following table sets forth certain quarterly unaudited...

  • Page 78
    ... and annual period. The quarterly earnings per share amounts may not sum to equal the full-year earnings per share. The unaudited operating data presented above should be read in conjunction with the Company's consolidated financial statements and related notes, and the other financial information...

  • Page 79
    ...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, 2013. In making this assessment, management used the criteria set forth by the Committee...

  • Page 80
    ...financial officer, chief accounting officer, controller and any person performing similar functions) and Team Members. Our Code of Ethics is available on our website at www.oreillyauto.com, under the "Corporate Home" caption. The information on our website is not a part of this Annual Report on Form...

  • Page 81
    ... herein by reference. Item 14. Principal Accountant Fees and Services The information required by Item 9(e) of Schedule 14A will be included in the Proxy Statement under the caption "Fees Paid to Independent Registered Public Accounting Firm" and is incorporated herein by reference. FORM 10-K 75

  • Page 82
    ...Reilly Automotive, Inc. and Subsidiaries included in the Annual Shareholders' Report of the registrant for the year ended December 31, 2013, 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 83
    ... Beginning of Period Column C Additions Additions Charged to Charged to Other Costs and Accounts Expenses Describe Column D Column E FORM 10-K Description (amounts in thousands) Sales and returns allowances For the year ended December 31, 2013 For the year ended December 31, 2012 For the year ended...

  • Page 84
    ...thereunto duly authorized. O'REILLY AUTOMOTIVE, INC. (Registrant) Date: February 28, 2014 By /s/ Greg Henslee Greg 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 following persons...

  • Page 85
    ... 10-K Exhibit No. 2.1 Description Agreement and Plan of Merger, dated April 1, 2008, between O'Reilly Automotive, Inc., OC Acquisition Company and CSK Auto Corporation, filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated April 7, 2008, is incorporated herein by this reference...

  • Page 86
    ... 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 quarter...

  • Page 87
    ... Form of O'Reilly Automotive, Inc. Executive Officer Indemnification Agreement, filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated August 14, 2013, is incorporated herein by this reference. Independent Registered Public Accounting Firm Letter Regarding Accounting Change...

  • Page 88
    ... Subsidiary O'Reilly Automotive Stores, Inc. Ozark Automotive Distributors, Inc. Ozark Services, Inc. Ozark Purchasing, LLC O'Reilly Auto Enterprises, LLC (formerly known as CSK Auto, Inc.) State of Incorporation Missouri Missouri Missouri Missouri Delaware In addition, three subsidiaries...

  • Page 89
    ... and schedule of O'Reilly Automotive, Inc. and Subsidiaries and the effectiveness of internal control over financial reporting of O'Reilly Automotive, Inc. and Subsidiaries, included in this Annual Report (Form 10-K) for the year ended December 31, 2013. /s/ Ernst & Young LLP Kansas City, Missouri...

  • Page 90
    ... omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in...

  • Page 91
    ... involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 28, 2014 /s/ Thomas McFall Thomas McFall Executive Vice President of Finance and Chief Financial Officer (Principal Financial and Accounting Officer) FORM...

  • Page 92
    ... In connection with the Report of O'Reilly Automotive, Inc. (the "Company") on Form 10-K for the period ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Greg Henslee, Chief Executive Officer of the Company, certify, pursuant to 18...

  • Page 93
    ... In connection with the Report of O'Reilly Automotive, Inc. (the "Company") on Form 10-K for the period ended December 31, 2013, 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 94
    ... Financial Officer TED WISE Senior Vice President of Distribution RANDY JOHNSON Vice President of Eastern Store Operations & Sales SCOTT BLACKBURN Vice President of Jobber Sales & Acquisitions JEREMY FLETCHER Vice President of Real Estate Expansion SCOTT LEONHART Vice President of Marketing...

  • Page 95
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