O'Reilly Automotive ORLY

Reference is made to your disclosure that defines comparable store sales. In future filings, please definitely state whether or not online sales are included in this measure.

In future filings, we will expand our disclosure to definitively state whether or not online sales are included in our calculation of comparable store sales. Our proposed revised disclosure is expanded as follows:

Comparable store sales are calculated based on the change in sales for stores open at least one year and exclude sales of specialty machinery, sales to independent parts stores and sales to Team Members. Online sales, resulting from ship-to-home orders and pick-up-in-store orders, for stores open at least one year, are included in the comparable store sales calculation.

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Reference is made to your disclosure of expected fiscal 2018 free cash flow. In future earnings releases filed under Item 2.02 of Form 8-K, please present the most directly comparable financial measure calculated and presented in accordance with GAAP; and provide a reconciliation (by schedule or other clearly understandable method), which shall be quantitative, to the extent available without unreasonable efforts,

Rest of the question

of the differences between the non-GAAP financial measure and the most comparable financial measure calculated and presented in accordance with GAAP. Refer to Item 10(e)(1)(i)(A) and (B) of Regulation S-K.

In future earnings releases filed under Item 2.02 of Form 8-K, where reference is made to disclosure of expected free cash flow, we will expand our disclosure to present expected net cash provided by operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP, and we will provide a quantitative reconciliation of the differences between expected free cash flow and expected net cash provided by operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP.

Rest of the answer

Our proposed revised disclosure is expanded as follows:

The table below outlines the Company’s guidance for selected full-year XXXX financial data:

For the Year Ending

December 31, XXXX

Net cash provided by operating activities

$X.X to $X.X

Capital expenditures

Free cash flow (1)

(1)

Free cash flow is a non-GAAP financial measure. The table below reconciles Free cash flow guidance to Net cash provided by operating activities guidance, the most directly comparable GAAP financial measure:

(in millions)

$ X to

Less:

X

Excess tax benefit from share-based compensation payments

Free cash flow

We believe that the foregoing is fully responsive to the comment letter. Please direct any further questions or comments to the undersigned.

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