O'Reilly Auto Parts 2014 Annual Report Download

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2014
Annual Report

Table of contents

  • Page 1
    2014 Annual Report

  • Page 2
    ...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 Same-Store Sales Sales Operating Income Net Income Accounts Payable to Inventory...

  • Page 3
    ... competition. Our store operations teams understand second place is simply not good enough, and our mission is to be our customers' first call for all of their auto parts needs. We work to achieve this goal by building great teams of Professional Parts People, and ensuring those teams have the tools...

  • Page 4
    ..., regional, tiered distribution model that provides our stores with industryleading parts availability. Our distribution centers are strategically located close to our stores which allows us to service them five nights a week. DC 22, Phoenix, AZ, taken by O'Reilly Team Member Rick Rowen, Systems...

  • Page 5
    ...104 GROWTH from COAST to COAST 12 Store Counts 200-600+ Distribution Centers 100-199 1-99 grew to 43 states in 2014 as we opened 200 net, new stores staffed with well-trained teams eager to aggressively execute our proven dual market strategy and gain market share from coast to coast. During 2014...

  • Page 6
    ...Patterson Avenue Springfield, Missouri 65802 (Address of principal executive offices, Zip code) (417) 862-6708 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Common Stock, $0.01 par value Name of Each Exchange on...

  • Page 7
    ... of 101,648,745 shares of common stock of the registrant was outstanding. As of that date, the aggregate market value of the voting stock held by non-affiliates of the Company was $16,064,770,732 based on the last sale price of the common stock reported by The NASDAQ Global Select Market. At June 30...

  • Page 8
    ... 14. Directors, Executive Officers and Corporate Governance 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...

  • Page 9
    ..., we operated 4,366 stores in 43 states. Our stores carry an extensive product line, including the products identified below new and remanufactured automotive hard parts, such as alternators, starters, fuel pumps, water pumps, brake system components, batteries, belts, hoses, temperature control...

  • Page 10
    ...dual market strategy, superior customer service, technically proficient store personnel, strategic distribution systems 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 11
    ...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 22 consecutive years of record revenues and earnings and positive comparable store sales results since becoming a public company in...

  • Page 12
    ... 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 13
    The following table sets forth the geographic distribution and activity of our stores as of December 31, 2014 and 2013: December 31, 2013 State Texas California Missouri Georgia Illinois Tennessee Washington Ohio North Carolina Michigan Arizona Florida Oklahoma Minnesota Alabama Indiana Arkansas ...

  • Page 14
    ... customers. Additionally, each Team Member engaged in such sales activities participates in quarterly advanced training programs for sales and business development. Distribution Systems We believe that our tiered distribution model provides industry-leading parts availability and store in-stock...

  • Page 15
    ... in DCs including conveyor systems, picking modules and lift equipment. Hub stores: We currently operate 283 strategically located Hub stores. In addition to serving DIY and professional service provider customers in their markets, Hub stores also provide delivery service to our other stores within...

  • Page 16
    ...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 FORM 10-K Marketing to the Independently Owned Parts Store: Along with the daily operation and management of the DCs...

  • Page 17
    ...addressable market within this industry is approximately $140 billion, which includes the auto parts share of professional service provider sales and DIY sales. We do not sell tires or perform for-fee automotive repairs or installations. Competition The sale of automotive aftermarket items is highly...

  • Page 18
    ... position of Executive Vice President of Supply Chain since December of 2014. Jeff M. Shaw, age 52, Executive Vice President of Store Operations and Sales, has been an O'Reilly Team Member for 26 years. Mr. Shaw's primary areas of responsibility are Store Operations, Sales, Real Estate, Jobber Sales...

  • Page 19
    ... O'Reilly career began as a distribution center team member and progressed through the roles of Customer 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...

  • Page 20
    ...ORLY." Such reports are generally available the day they are filed. Upon request, we will furnish interested readers a paper copy of such reports free of charge by contacting Mark Merz, Director of External Reporting and Investor Relations, at 233 South Patterson Avenue, Springfield, Missouri, 65802...

  • Page 21
    ... our sales and profitability. For a discussion of our 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 suppliers or the unavailability of our key products at competitive prices could affect our financial health. Our...

  • Page 22
    ... to our supplier financing programs at attractive rates. Decreased participation in our supplier financing programs would lead to an increase in working capital needed to operate the business, adversely affecting our cash flows. A breach of customer, Team Member or Company information could damage...

  • Page 23
    ... fuel prices. Our business is subject to employment laws 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 costs...

  • Page 24
    ..., TN North Little Rock, AR Oklahoma City, OK Phoenix, AZ Puyallup, WA Salt Lake City, UT Saraland, AL Seagoville, TX Springfield, MO Stockton, CA Auburn, WA McAllen, TX Springfield, MO Springfield, MO Phoenix, AZ Springfield, MO Springfield, MO Springfield, MO Principal Use(s) Distribution Center...

  • Page 25
    ... financial position, results of operations or cash flows in a particular quarter or annual period. The Company received a subpoena from the District Attorney of the County of Alameda, along with other environmental prosecutorial offices in the state of California, seeking documents and information...

  • Page 26
    ...our Board of Directors on January 11, 2011, the Company may, from time to time, repurchase shares of its common stock, solely through open market purchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate trading policy requirements...

  • Page 27
    ...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"). FORM 10-K Company/Index O'Reilly Automotive, Inc. S&P 500 Retail Index S&P 500 $ $ 2009 100 100 100 $ $ 2010 159 124 113 $ $ December 31, 2011 2012 210 127 113 $ $ 235 159...

  • Page 28
    ... O'Reilly Automotive, Inc.'s (the "Company's") selected financial data over a ten-year period. (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 29
    ... change in sales of stores open at least one year. Percentage increase in same-store sales is calculated based on store sales results, which exclude sales of specialty machinery, sales by outside salesmen, sales to Team Members and sales during the one to two week period certain CSK branded stores...

  • Page 30
    ... in our industry. Our stores also offer enhanced services and programs to our customers, including used oil, oil filter and battery recycling; battery, wiper and bulb replacement; battery diagnostic testing; electrical and module testing; check engine light code extraction; loaner tool program; drum...

  • Page 31
    ... from time to time, repurchase shares of its common stock, solely through open market purchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate trading policy requirements and overall market conditions. The Company and its Board of...

  • Page 32
    ...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 33
    ...of the replacement parts is, on average, greater. While the less frequent repairs required by these better engineered and manufactured vehicles does create pressure on transaction counts, both DIY and professional service provider customer transaction counts were positive for the year ended December...

  • Page 34
    ... 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 35
    ...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 include the opportunistic repurchase of shares of our common stock...

  • Page 36
    ... 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 allowed us to obtain more favorable...

  • Page 37
    ... acquired 56 stores in 2012. We plan to open 205 net, new stores in 2015. The 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 approximately...

  • Page 38
    ..., 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 39
    ..."Share-Based Compensation and Benefit Plans" and Note 10 "Commitments" to the Consolidated Financial Statements. We expect to fund these commitments primarily with operating cash flows expected to be generated in the normal course of business or through borrowings under our Revolving Credit Facility...

  • Page 40
    ... obligation related to future payments under the Company's nonqualified deferred compensation plan, the timing of which cannot be estimated. See Note 9 "Share-Based Compensation and Benefit Plans" to the Consolidated Financial Statements for further information on the Company's compensation plans...

  • Page 41
    ... 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 42
    ... additional information. These liabilities are recorded at our estimate of their net present value, using a credit-adjusted discount rate. These liabilities do not have scheduled maturities, but we can estimate the timing of future payments based upon historical patterns. We could apply alternative...

  • Page 43
    ...36 $ Earnings per share amounts are 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. RECENT ACCOUNTING PRONOUNCEMENTS In May of 2014, the Financial Accounting Standards Board ("FASB") issued...

  • Page 44
    ... by reference to quoted market prices. FORM 10-K We invest certain of our excess cash balances 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...

  • Page 45
    ... 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 46
    ... INTERNAL CONTROL OVER FINANCIAL REPORTING The management of O'Reilly Automotive, Inc. and Subsidiaries (the "Company"), under the supervision and with the participation of the Company's principal executive officer and principal financial officer and effected by the Company's Board of Directors, is...

  • Page 47
    ... is to express an opinion on the company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain...

  • Page 48
    ... fairly in all material 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, 2014...

  • Page 49
    Consolidated Balance Sheets (In thousands, except share data) December 31, 2014 2013 Assets Current assets: Cash and cash equivalents Accounts receivable, less allowance for doubtful accounts $8,713 in 2014 and $6,661 in 2013 Amounts receivable from suppliers Inventory Other current assets Total ...

  • Page 50
    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 51
    ... 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 52
    ..., equipment and intangibles Amortization of debt discount and 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 Income taxes payable...

  • Page 53
    ... methods used to distribute products and provide service to its customers and, as a whole, make up a single operating segment. The Company does not prepare discrete financial information with respect to product lines, types of customers or geographic locations and as such has one reportable segment...

  • Page 54
    ...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 55
    ... possession of the merchandise. Sales to professional service provider customers, also referred to as "commercial sales," are recorded upon same-day delivery of the merchandise to the customer, generally at the customer's place of business. Wholesale sales to other retailers, also referred to as...

  • Page 56
    ..., including: Accounting, legal and other professional services Bad debt, banking and credit card fees Supplies Travel Advertising costs Operating leases: The Company recognizes rent expense on a straight-line basis over the lease terms of its stores, DCs and corporate offices. Generally, the lease...

  • Page 57
    ... from the earnings per share calculation when the exercise price exceeds the market price of the common shares. See Note 14 for further information concerning these common stock equivalents. New accounting pronouncements: In May of 2014, the Financial Accounting Standards Board ("FASB") issued...

  • Page 58
    ...instruments, including cash and cash equivalents, accounts receivable, amounts receivable from suppliers and accounts payable. Due to the short-term nature of these financial instruments, the Company believes that the carrying values of these instruments approximate their fair values. 51 FORM 10-K

  • Page 59
    ...: Goodwill is reviewed for impairment annually during the fourth quarter, or more frequently if events or changes in business conditions indicate that impairment may exist. Goodwill is not amortizable for financial statement purposes. During the year ended December 31, 2014, the Company recorded an...

  • Page 60
    ... weighted-average remaining useful life of approximately 4.5 years as of December 31, 2014. For the years ended December 31, 2014, 2013 and 2012, the Company recognized an amortized benefit of $3.7 million, $4.5 million and $5.7 million, respectively, related to these unfavorable operating leases...

  • Page 61
    ...'s option, at the Base Rate or Eurodollar Rate (both as defined in the Credit Agreement) plus an applicable margin. Swing line loans made under the Revolving Credit Facility bear interest at the Base Rate plus the applicable margin for Base Rate loans. In addition, the Company pays a facility fee on...

  • Page 62
    ... Balance Sheets. The Company did not acquire any additional buildings under capital leases during the years ended December 31, 2014 or 2013. Operating lease commitments: The Company leases certain office space, retail stores, property and equipment under long-term, non-cancelable operating...

  • Page 63
    ... 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 64
    ... of common stock of the Company to certain key employees of the Company. Employee stock options are granted at an exercise price that is 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...

  • Page 65
    .... 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 expense is recorded over the minimum required service period...

  • Page 66
    ... 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 67
    ... financial position, results of operations or cash flows in a particular quarter or annual period. The Company received a subpoena from the District Attorney of the County of Alameda, along with other environmental prosecutorial offices in the state of California, seeking documents and information...

  • Page 68
    ... RELATED PARTIES The Company leases certain land and buildings related to 77 of its O'Reilly 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...

  • Page 69
    ... of the Company's deferred tax assets and liabilities as of December 31, 2014 and 2013 (in thousands): December 31, 2014 2013 Deferred tax assets: Current: Allowance for doubtful accounts Tax credits Other accruals Total current deferred tax assets Noncurrent: Tax credits Net operating losses Other...

  • Page 70
    ... $ 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, 2014, the Company had tax credit carryforwards available for state tax purposes, net...

  • Page 71
    ... tax benefits during the one-year period subsequent to December 31, 2014, resulting from settlement or expiration of the statute of limitations. The Company's United States federal income tax returns for tax years 2012 and beyond remain subject to examination by the Internal Revenue Service ("IRS...

  • Page 72
    ...the terms of the Company's share-based compensation plans. Subsequent to the end of the year and through February 27, 2015, the Company repurchased 0.1 million shares of its common stock, at an average price of $197.48, for a total investment of $27.8 million. NOTE 15 - QUARTERLY RESULTS (Unaudited...

  • Page 73
    ... independently for each quarter 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...

  • Page 74
    ... 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 changes in the Company's internal control over financial reporting during the fiscal quarter ended December...

  • Page 75
    ... accounting officer, controller and any person performing similar functions) and Team Members. The Company's Code of Ethics is available on its website at www.oreillyauto.com, under the "Corporate Home" caption. The information on the Company's website is not a part of this Annual Report on Form...

  • Page 76
    ...by reference. Item 14. Principal Accountant Fees and Services The information required by Item 9(e) of Schedule 14A will be included in the Company's Proxy Statement under the caption "Fees Paid to Independent Registered Public Accounting Firm" and is incorporated herein by reference. 69 FORM 10-K

  • Page 77
    ...Reilly Automotive, Inc. and Subsidiaries included in the Annual Shareholders' Report of the registrant for the year ended December 31, 2014, 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 78
    ... AUTOMOTIVE, INC. AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS FORM 10-K (in thousands) Additions Charged to Costs and Expenses $ Additions Charged to Other Accounts Describe - - - $ Description Sales and returns allowances: For the year ended December 31, 2014 For the year...

  • Page 79
    ..., thereunto duly authorized. FORM 10-K O'REILLY AUTOMOTIVE, INC. (Registrant) Date: February 27, 2015 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...

  • Page 80
    ... 10.4 to the Registrant's Annual Shareholders' Report on Form 10-K for the year ended December 31, 1997, is incorporated herein by this reference. O'Reilly Automotive, Inc. Profit Sharing and Savings Plan, filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8, File No. 33-73892...

  • Page 81
    ... by this reference. O'Reilly Automotive, Inc. Director Compensation Program, as Exhibit 10.25 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011, is incorporated herein by this reference. O'Reilly Automotive, Inc. 2012 Incentive Award Plan, filed as Annex A to the...

  • Page 82
    ... 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 83
    ... 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 operating in the...

  • Page 84
    ... 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, 2014. /s/ Ernst & Young LLP Kansas City, Missouri February 27, 2015...

  • Page 85
    ... period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report...

  • Page 86
    ... involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 27, 2015 /s/ Thomas McFall Thomas McFall Executive Vice President of Finance and Chief Financial Officer (Principal Financial and Accounting Officer) FORM...

  • Page 87
    ... In connection with the Report of O'Reilly Automotive, Inc. (the "Company") on Form 10-K for the period ended December 31, 2014, 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 88
    ... In connection with the Report of O'Reilly Automotive, Inc. (the "Company") on Form 10-K for the period ended December 31, 2014, 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 89
    ...Investor Services at the above address. JOHN R. MURPHY Director Since 2003 Audit Committee - Chairman Corporate Governance/ Nominating Committee RONALD RASHKOW Director Since 2003 Audit & Compensation Committees INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP One Kansas City Place...

  • Page 90
    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