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ORLYO'Reilly Automotive

Consumer discretionary · Auto Parts Retail · Nasdaq
ORLY quote by TradingView
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The 10-K against last year's

59 changes: 1 added, 3 removed, 55 reworded

10-K Feb 27, 2026 vs Feb 28, 2025
Risk FactorsRedline ↓
7.1%
of the text changed · 4,592 words now
MD&ARedline ↓
7.5%
of the text changed · 5,567 words now
Accounting PoliciesRedline ↓
7.5%
of the text changed · 5,274 words now

10-K 0000898173-26-000009 (2026-02-27) vs 10-K 0000898173-25-000008 (2025-02-28) Not compared: Legal Proceedings.

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Accounting Policies 195 words changed in this paragraph; it is 37% similar to last year's version.
In November of 2023, FASB issued Accounting Standard Update ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 increases that the disclosures about a public entity’s reportable segments. Under ASU 2023-07, a public entity would project will be required to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, annual disclosures about a reportable segment’s profit or loss and assets required by Topic 280 in interim periods, any additional measures of a segment’s profit or loss used by the CODM to allocate resources, completed and the title and position of software will be used to perform the CODM. function intended. ASU 2023-07 2025-06 will also require entities to follow different disclosure requirements for capitalized internal-use software costs. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2023, 2027, and interim reporting periods within fiscal years beginning after December 15, 2024. ASU 2023-07 those annual reporting periods. Early adoption is permitted and allows for early adoption and requires prospective, modified, or retrospective adoption. transition approach. The Company adopted will adopt this guidance beginning with its fourth first quarter ending December March 31, 2024. 2028. The application of this new guidance did is not expected to have a material impact on the Company’s consolidated financial condition, results of operations, or cash flows, as the guidance pertains to disclosure only. See Note 3 for further information concerning the Company’s segment reporting. flows.

Source: Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000898173-26-000009 vs Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000898173-25-000008

MD&A 106 words changed in this paragraph; it is 51% similar to last year's version.
Our provision for income taxes for the year ended December 31, 2024, was flat at 2025, increased 7% to $702 million (21.7% effective tax rate) from $658 million compared to (21.6% effective tax rate) for the same period in 2023. Our effective tax rate 2024. The increase in our provision for income taxes for the year ended December 31, 2024, decreased to 21.6% 2025, was primarily the result of higher taxable income and lower excess tax benefits from 21.9% for the same period in 2023. share-based compensation. The decrease increase in our effective tax rate for the year ended December 31, 2024, 2025, was primarily the result of a greater benefit from renewable energy tax credits and higher lower excess tax benefits from share-based compensation. compensation partially offset by higher transferable federal renewable energy tax credits. See Note 18 17 “Income Taxes” to the Consolidated Financial Statements for further information concerning the Company’s income taxes.

Source: Item 7, 10-K 0000898173-26-000009 vs Item 7, 10-K 0000898173-25-000008

Risk Factors 65 words changed in this paragraph; it is 50% similar to last year's version.
In addition, our information technology systems, infrastructure, and personnel require substantial investments, such as replacing systems, maintaining or enhancing systems, or designing or acquiring new systems. systems or functionality, including artificial intelligence. These efforts can result in significant potential risks, including failure of the systems to operate as designed, potential loss or corruption of data, incurring more costs than expected, or implementation delays or errors, and may result in operational challenges, security control failures, reputational harm, and increased costs, all of which could have a material adverse impact on our results of operations, financial condition, and cash flows.

Source: Item 1A, 10-K 0000898173-26-000009 vs Item 1A, 10-K 0000898173-25-000008

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of ORLY's Risk Factors and MD&A, 10-K 2026-02-27 against 10-K 2025-02-28. Each links to the text at sec.gov.

All 59 Added 1Removed 3Reworded 55Quiet changes 0

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
less efficient, in particular in a significant inflationary wage pressured environment, and, as a result, may adversely impact 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.

Read it in 10-K 2026-02-27 at sec.gov ↗

RemovedRisk Factors
we need, or if counterparties to our credit facilities do not perform their obligations, our business, results of operations, financial condition, and cash flows could be adversely affected.

Read it in 10-K 2025-02-28 at sec.gov ↗

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

Read it in 10-K 2026-02-27 at sec.gov ↗

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

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedRisk Factors
Overall demand for products sold in the automotive aftermarket is dependent upon many factors, factors in the countries in which we operate, including the total number of vehicle miles driven in the U.S., driven, the total number of registered vehicles in the U.S., vehicles, the age and quality of these registered vehicles, and the level of unemployment in the U.S. unemployment.

Read it in 10-K 2026-02-27 at sec.gov ↗

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

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedRisk Factors
Environmental legislation and regulations, like such as the initiatives related to limit limiting greenhouse gas emissions and bills related to climate change, change as well as extended producer responsibility and the associated costs, could adversely impact all industries.

Read it in 10-K 2026-02-27 at sec.gov ↗

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

Read it in 10-K 2026-02-27 at sec.gov ↗

Show the other 20
RewordedRisk Factors
We are Our business is sensitive to global, national, and regional economic and weather conditions and natural disasters that could impact our costs and sales.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedRisk Factors
Some of our merchandise is imported from other countries and these goods could become difficult or impossible to bring into the United States, countries in which we operate, and we may not be able to obtain such merchandise from other sources at similar prices.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedRisk Factors
Unusually inclement weather, weather and natural disasters, such as significant rain, snow, sleet, freezing rain, flooding, wildfire, seismic activity, and hurricanes, has have historically discouraged our customers from visiting our stores during the affected period and reduced our sales, particularly to DIY customers.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedRisk Factors
In addition, our stores and DCs DCs, particularly those located in coastal regions regions, may be subject to increased unrecoverable losses resulting from regional weather conditions or disasters and our results of operations, financial condition, and cash flows could be adversely affected.

Read it in 10-K 2026-02-27 at sec.gov ↗

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

Read it in 10-K 2026-02-27 at sec.gov ↗

RemovedMD&A
of replacement parts is, on average, greater, which is a benefit to average ticket values. The decrease in DIY customer transaction counts was driven by decrease in repair frequency and pressured consumer spending on discretionary categories.

Read it in 10-K 2025-02-28 at sec.gov ↗

RemovedMD&A
​ ​ ​ ​ ​ ​ ​ For the Twelve Months Ended ​ December 31, ​ 2024 2023 Total lease cost, per ASC 842 $ 543,495 $ 503,151 Less: Variable non-contract operating lease components, related to property taxes and insurance 90,966 78,336 Rent expense $ 452,529 $ 424,815

Read it in 10-K 2025-02-28 at sec.gov ↗

RewordedMD&A
The increase in SG&A as a percentage of sales for the year ended December 31, 2024, 2025, was principally due to the self-insurance reserve adjustment, depreciation costs for accelerated refreshment of store related capital expenditures, broad inflationary pressure in costs, primarily relating to medical and information technology investments. casualty insurance programs, and enhancements to store-level compensation and benefits.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
The decrease increase in gross profit as a percentage of sales for the year ended December 31, 2024, 2025, was due to the inclusion of the lower gross margin sales from the acquired Vast Auto business improved acquisition costs and distribution operating efficiencies, partially offset by a greater percentage of our total sales mix being generated from professional service provider customers, which carry a lower gross margin percentage than DIY sales, partially offset by improved acquisition costs. sales.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
The increase decrease in net cash used in financing activities in 2024 2025 compared to 2023 2024 was primarily attributable to decreased net borrowings on the Company’s commercial paper program in 2025 versus net paydown on commercial paper in 2024, partially offset by a lower level the issuance of repurchases of our common stock senior notes in 2024.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
The increase in total SG&A dollars for the year ended December 31, 2024, 2025, was the result of additional Team Members and vehicles to support our increased sales and store count, an additional charge to adjust self-insurance reserves for historical auto liability claims, partially offset by prior year incremental SG&A associated with the Vast Auto operations, and expenses incurred from one additional day due to Leap Day.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
Average ticket values benefited from inflationary increases in average selling prices, prices on a same-SKU basis, as compared to the same period in 2023. 2024, driven by increases in acquisition costs of inventory, principally resulting from increased tariffs, which were passed on in selling prices.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
The decrease increase in our effective tax rate for the year ended December 31, 2024, 2025, was primarily the result of a greater benefit from renewable energy tax credits and higher lower excess tax benefits from share-based compensation. compensation partially offset by higher transferable federal renewable energy tax credits.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
The increase in sales for the year ended December 31, 2024, 2025, was primarily the result of the 2.9% 4.7% increase in domestic comparable store sales, a $275 $354 million increase in sales from new stores opened in 2023 2024 and 2024 2025 that are not considered comparable stores, sales from partially offset by the acquired Vast Auto stores, and effect of sales from one additional day in the prior year due to Leap Day.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
Department of Transportation, the number of total miles driven in the U.S. increased 2.1%, 1.0%, and 0.9% in 2023, 2024, and 2.1% in 2022, and 2023, respectively, and year-to-date through November of 2024, miles driven increased 1.0%. 2025, respectively.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
Our provision for income taxes for the year ended December 31, 2024, was flat at 2025, increased 7% to $702 million (21.7% effective tax rate) from $658 million compared to (21.6% effective tax rate) for the same period in 2023. 2024.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
The decrease increase in our effective tax rate provision for income taxes for the year ended December 31, 2024, 2025, was primarily the result of a greater benefit from renewable energy tax credits higher taxable income and higher lower excess tax benefits from share-based compensation.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
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; extraction through our trusted VeriScan technology, which provides diagnostic information with possible repair fixes; referrals to trusted local repair shops; loaner tool program; drum and rotor resurfacing; custom hydraulic hoses; professional paint shop mixing and related materials; and machine shops.

Read it in 10-K 2026-02-27 at sec.gov ↗

RewordedMD&A
Inflationary While inflationary cost pressures can impact our business; however, business, including inflation resulting from changes in tariff rates, historically we have been successful, in many cases, successful in reducing the effects of merchandise cost increases, principally by taking advantage of supplier incentive programs, economies of scale resulting from increased volume of purchases, and selective forward buying.

Read it in 10-K 2026-02-27 at sec.gov ↗

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