Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: Common stock, $0.01 par value - 101,444,779100,989,965 shares outstanding as of November 3, 2014.May 4, 2015.

The accompanying unaudited condensed consolidated financial statements of O'Reilly Automotive, Inc. and its subsidiaries (the "Company" or "O'Reilly") have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2014,March 31, 2015, are not necessarily indicative of the results that may be expected for the year ended December 31, 2014.2015. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.2014.

The Company uses the fair value hierarchy, which prioritizes the inputs used to measure the fair value of certain of its financial instruments. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company uses the income and market approaches to determine the fair value of its assets and liabilities. The three levels of the fair value hierarchy are set forth below:

Certain long-lived non-financial assets and liabilities may be required to be measured at fair value on a nonrecurring basis in certain circumstances, including when there is evidence of impairment. These non-financial assets and liabilities may include assets acquired in a business combination or property and equipment that are determined to be impaired. As of September 30, 2014,March 31, 2015, and December 31, 2013,2014, the Company did not have any non-financial assets or liabilities that had been measured at fair value subsequent to initial recognition.

The carrying amounts of the Company’sCompany's senior notes are included in “Long-term"Long-term debt, less current portion”portion" on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2014,March 31, 2015, and December 31, 2013.2014. See Note 3 for further discussion on the Company's senior notes.

The table below identifies the estimated fair value of the Company’sCompany's senior notes, using the market approach. The fair values as of September 30, 2014,March 31, 2015, and December 31, 2013,2014, were determined by reference to quoted market prices of the same or similar instruments (Level 2) (in thousands):

The accompanying Condensed Consolidated Balance Sheets include other financial instruments, including cash and cash equivalents, accounts receivable, amounts receivable from vendorssuppliers 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.

The following table identifies the amounts included in "Current portion of long-term debt" and "Long-term debt, less current portion" on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2014,March 31, 2015, and December 31, 20132014 (in thousands):

InOn January of14, 2011, and as amended in September of 2011 and July of 2013, the Company entered into a credit agreement, as amended by Amendment No. 1 dated as of September 9, 2011, and as further amended by Amendment No. 2 dated as of July 2, 2013 (the "Credit Agreement"). The Credit Agreement provides for a five-year $600 million unsecured revolving credit facility (the "Revolving Credit Facility") arranged by Bank of America, N.A., which is scheduled to mature in July of 2018. The Credit Agreement includes a $200 million sub-limit for the issuance of letters of credit and a $75 million sub-limit for swing line borrowings under the Revolving Credit Facility. As described in the Credit Agreement governing the Revolving Credit Facility, the Company may, from time to time, subject to certain conditions, increase the aggregate commitments under the Revolving Credit Facility by up to $200 million. As of September 30, 2014,March 31, 2015, and December 31, 2013,2014, the Company had outstanding letters of credit, primarily to support obligations related to workers’workers' compensation, general liability and other insurance policies, in the amount of $47.8$50.5 million and $51.7$47.9 million, respectively, reducing the aggregate availability under the Revolving Credit Facility by those amounts. As of September 30, 2014,March 31, 2015, and December 31, 2013,2014, the Company had no outstanding borrowings under the Revolving Credit Facility.

Borrowings under the Revolving Credit Facility (other than swing line loans) bear interest, at the Company’sCompany'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 the aggregate amount of the commitments in an amount equal to a percentage of such commitments. The interest rate margins and facility fee are based upon the better of the ratings assigned to the Company’sCompany's debt by Moody’sMoody's Investor Service, Inc. and Standard & Poor’s RatingPoor's Ratings Services, subject to limited exceptions. As of September 30, 2014,March 31, 2015, based upon the Company's credit ratings, its margin for Base Rate loans was 0.000%, its margin for Eurodollar Rate loans was 0.975%0.875% and its facility fee was 0.150%0.125%.

The Credit Agreement contains certain covenants, including limitations on indebtedness, a minimum consolidated fixed charge coverage ratio of 2.25 times through December 31, 2014, and 2.50 times thereafter through maturity, and a maximum consolidated leverage ratio of 3.00 times through maturity. The consolidated leverage ratio includes a calculation of adjusted debt to earnings before interest, taxes, depreciation, amortization, rent and stock-basednon-cash share-based compensation expense. Adjusted debt includes outstanding debt, outstanding stand-by letters of credit and similar instruments, six-times rent expense and excludes any premium or discount recorded in conjunction with the issuance of long-term debt. In the event that the Company should default on any covenant contained within the Credit Agreement, certain actions may be taken, including, but not limited to, possible termination of credit extensions,commitments, immediate payment of outstanding principal amounts plus accrued interest and other amounts payable under the Credit Agreement and litigation from lenders. As of September 30, 2014,March 31, 2015, the Company remained in compliance with all covenants under the Credit Agreement.

The Company has issued $1.4 billion aggregate principal amount of unsecured senior notes due between 2021 and 2023 with United Missouri Bank, N.A. ("UMB") as trustee. Interest on the unsecuredsenior notes, ofranging from 3.800% to 4.875%, is payable biannually and is computed on the basis of a 360-day year.

The senior notes are guaranteed on a senior unsecured basis by each of the Company’sCompany's subsidiaries (“("Subsidiary Guarantors”Guarantors") that incurs or guarantees the Company’s obligations under the Company’s RevolvingCompany's Credit FacilityAgreement or certainunder other credit facility or capital markets debt of the CompanyCompany's or any of the Company's Subsidiary Guarantors. The guarantees are joint and several and full and unconditional, subject to certain customary automatic release provisions, including release of the subsidiary guarantor’sSubsidiary Guarantor's guarantee under the Company’sCompany's Credit Agreement and certain other debt, or, in certain circumstances, the sale or other disposition of a majority of the voting power of the capital interest in, or of all or substantially all of the property of, the subsidiary guarantor.Subsidiary Guarantor.  Each of the Subsidiary Guarantors is 100% owned, directly or indirectly, by the Company and the Company has no independent assets or operations other than those of its subsidiaries. The only direct or indirect subsidiaries of the Company that would not be Subsidiary Guarantors would be minor subsidiaries. Neither the Company, nor any of its Subsidiary Guarantors, areis subject to any material or significant restrictions on the Company’sCompany's ability to obtain funds from its subsidiaries by dividend or loan or to transfer assets from such subsidiaries, except as provided by applicable law. Each of the senior notes is subject to certain customary covenants, with which the Company complied as of September 30, 2014.March 31, 2015.

The Company provides 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 vendors.suppliers. Certain vendorssuppliers provide upfront allowances to the Company in lieu of accepting the obligation for warranty claims. For this merchandise, when sold, the Company bears the risk of loss associated with the cost of warranty claims. Differences between vendorsupplier allowances received by the Company in lieu of warranty obligations and estimated warranty expense are recorded as an adjustment to cost of sales. Estimated warranty costs, which are recorded as obligations at the time of sale, are based on the historical failure rate of each individual product line. The Company's historical experience has been that failure rates are relatively consistent over time and that the ultimate cost of warranty claims to the Company has been driven by volume of units sold as opposed to fluctuations in failure rates or the variation of the cost of individual claims.

The Company's product warranty liabilities are included in “Other"Other current liabilities”liabilities" on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2014,March 31, 2015, and December 31, 2013.

UnderIn January of 2011, the Company's share repurchase program, as approved by the Board of Directors approved a share repurchase program. Under the program, 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 and overall market conditions. The Company and its Board of Directors may increase or otherwise modify, renew, suspend or terminate the share repurchase program at any time, without prior notice. As announced on February 5, 2014,4, 2015, the Company's Board of Directors approved a resolution to increase the cumulative authorization amount under the share repurchase program by an additional $500 million, and, as announced on August 13, 2014, the Company's Board of Directors approvedresulting in a resolution to increase the cumulative authorization amount by an additional $500 million to $4.5of $5.0 billion. The additional $500 million authorizations are eachauthorization is effective for a three-year periods, which beganperiod, beginning on February 5, 2014, and August 13, 2014, respectively.its announcement date.

The following table identifies shares of the Company’sCompany's common stock that have been repurchased as part of the Company’sCompany's publicly announced share repurchase program (in thousands, except per share data):

As of September 30, 2014,March 31, 2015, the Company had $458.6$644.5 million remaining under its share repurchase program. Subsequent to the end of the thirdfirst quarter and through November 7, 2014,May 8, 2015, the Company repurchased an additional 1.10.6 million shares of its common stock under its share repurchase program, at an average price of $151.05,$218.25, for a total investment of $172.3$133.9 million. The Company has repurchased a

The Company recognizes share-based compensation expense based on the fair value of the grants, awards or shares at the time of the grant, award or issuance. Share-based compensation includes stock option awards issued under the Company’sCompany's employee incentive plans and director stock plan, restricted stock awarded under the Company’sCompany's employee incentive plans, performance incentive plan and director stock plan, stock issued through the Company’sCompany's employee stock purchase plan and stock awarded to employees through other benefit programs.

The Company’sCompany's stock-based incentive plans provide for the granting of stock options for the purchase of common stock of the Company to directors and certain key employees of the Company. 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. Director options granted under the plans expire after seven years and are fully vested after six months. Employee options granted under the plans expire after ten years and typically vest 25% per year, over four years. The Company records compensation expense for the grant date fair value of the option awards, adjusted for estimated forfeitures, evenly over the vestingminimum required service period.

The table below identifies stock option activity under these plans during the ninethree months ended September 30, 2014:March 31, 2015:

The fair value of each stock option award is estimated on the date of the grant using the Black-Scholes option pricing model. The Black-Scholes model requires the use of assumptions, including the risk free rate, expected life, expected volatility and expected dividend yield.

The table below identifies the weighted-average assumptions used for stock optionsgrants awarded during the ninethree months ended September 30, 2014March 31, 2015 and 2013:2014:

The Company’sCompany's forfeiture rate is the estimated percentage of options awarded that are expected to be forfeited or canceled prior to becoming fully vested. The Company’sCompany's estimate is evaluated periodically and is based upon historical experience at the time of evaluation and reduces expense ratably over the vesting period or the minimum required service period.

The following table summarizes activity related to stock options awarded by the Company for the three and nine months ended September 30,March 31, 2015 and 2014 and 2013 (in thousands)thousands, except per share data):

The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2014, was $36.86 compared to $29.76 for the nine months ended September 30, 2013. The remaining unrecognized compensation expense related to unvested stock option awards at September 30, 2014,March 31, 2015, was $29.4$33.5 million and the weighted-average period of time over which this cost will be recognized is 2.32.7 years.

The Company sponsors other share-based compensation plans: an employee stock purchase plan (the “ESPP”"ESPP"), which permits all eligible employees to purchase shares of the Company’s common stock at 85% of the fair market value; a performance incentive plan, which provides for the award of shares of restricted stock to its corporate and senior management that vest evenly over a three-year period and are held in escrow until such vesting has occurred; and a director stock plan, which provides for the award of shares of restricted stock to the Company's independent directors that vest evenly over a three-year period and are held in escrow until such vesting has occurred. The fair value of 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 evenly over the vestingminimum required service period.

The table below summarizes activity related to the Company’sCompany's other share-based compensation and benefit plans for the three and nine months ended September 30,March 31, 2015 and 2014 and 2013 (in thousands):

The following table reconcilesillustrates the numerator and denominator used in thecomputation of basic and diluted earnings per share calculations for the three and nine months ended September 30,March 31, 2015 and 2014 and 2013 (in thousands, except per share data):

For the three and nine months ended September 30,March 31, 2015 and 2014, and 2013, the computation of diluted earnings per share did not include certain securities. These securities represent underlying stock options not included in the computation of diluted earnings per share, because the inclusion of such equity awards would have been antidilutive.

Subsequent to the end of the thirdfirst quarter and through November 7, 2014,May 8, 2015, the Company repurchased 1.10.6 million shares of its common stock, at an average price of $151.05,$218.25, for a total investment of $172.3$133.9 million.

O’ReillyO'Reilly is currently involved in litigation incidental to the ordinary conduct of the Company’sCompany's business. The Company records reserves for litigation losses in instances where a material adverse outcome is probable and the Company is able to reasonably estimate the probable loss. The Company reserves for an estimate of material legal costs to be incurred in pending litigation matters. Although the Company cannot ascertain the amount of liability that it may incur from any of these matters, it 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.

TheAs previously reported, 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 related to the handling, storage and disposal of hazardous waste. Management has an ongoing and open dialogue with these agencies regarding this matter and is cooperating fully with the request; however, at this time a prediction of the ultimate outcome of these efforts cannot be determined.

Unless otherwise indicated, "we," "us," our" and similar terms, as well as references to the "Company" or "O'Reilly""O'Reilly," refer to O'Reilly Automotive, Inc. and its subsidiaries.

In Management’sManagement's Discussion and Analysis, we provide a historical and prospective narrative of our general financial condition, results of operations, liquidity and certain other factors that may affect our future results, including:

The review of Management’sManagement's Discussion and Analysis should be made in conjunction with our condensed consolidated financial statements, related notes and other financial information, forward-looking statements and other risk factors included elsewhere in this quarterly report.

We claim the protection of the safe-harbor for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as “expect,” “believe,” “anticipate,” “should,” “plan,” “intend,” “estimate,” “project,” “will”"estimate," "may," "could," "will," "believe," "expect," "would," "consider," "should," "anticipate," "project," "plan," "intend" or similar words. In addition, statements contained within this quarterly report that are not historical facts are forward-looking statements, such as statements discussing, among other things, expected growth, store development, integration and expansion strategy, business strategies, future revenues and future performance. These forward-looking statements are based on estimates, projections, beliefs and assumptions and are not guarantees of future events and results. Such statements are subject to risks, uncertainties and assumptions, including, but not limited to, competition,the economy in general, inflation, product demand, the market for auto parts, competition, weather, risks associated with the economy in general, inflation,performance of acquired businesses, our ability to hire and retain qualified employees, consumer debt levels, governmental regulations, our increased debt levels, credit ratings on public debt, our ability to hire and retain qualified employees, risks associated with the performance of acquired businesses, weather,governmental regulations, terrorist activities, war and the threat of war. Actual results may materially differ from anticipated results described or implied in these forward-looking statements. Please refer to the “Risk Factors”"Risk Factors" section of our annual report on Form 10-K for the year ended December 31, 2013,2014, for additional factors that could materially affect our financial performance. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

We are a specialty retailer of automotive aftermarket parts, tools, supplies, equipment and accessories in the United States. We are one of the largest U.S. automotive aftermarket specialty retailers, selling our products to both do-it-yourself (“DIY”("DIY") customers and professional service providers – our “dual"dual market strategy.”" Our stores carry an extensive product line consisting of new and remanufactured automotive hard parts, maintenance items, accessories, a complete line of auto body paint and related materials, automotive tools and professional service provider service equipment. Our extensive product line includes an assortment of products that are differentiated by quality and price for most of the product lines we offer. For many of our product offerings, this quality differentiation reflects “good,” “better,”"good," "better," and “best”"best" alternatives. Our sales and total gross margin dollars are highest for the “best”"best" quality category of products. Consumers’Consumers' willingness to select products at a higher point on the value spectrum is a driver of sales and profitability in our industry. Our stores also offer enhanced services and programs to our customers: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 and rotor resurfacing; custom hydraulic hoses; professional paint shop mixing and related materials; and machine shops.

Our strategy is to open new stores to achieve greater penetration into existing markets and expansion into new, contiguous markets. We plan to open 200 net, new stores in 2014, and 205 net, new stores in 2015. We typically open new stores either by (i) constructing a new facility or renovating an existing one on property we purchase or lease and stocking the new store with fixtures and inventory; (ii) acquiring an independently owned auto parts store, typically by the purchase of substantially all of the inventory and other assets (other than realty) of such store; or (iii) purchasing multi-store chains. We believe our investment in store growth will be funded with the cash flows expected to be generated by our existing operations and through available borrowings under our existing credit facility. During the three months ended September 30, 2014,March 31, 2015, we opened 5767 stores and closed three stores. During the nine months ended September 30, 2014, we opened 150 stores and closed fivedid not close any stores and, as of that date, operated 4,3114,433 stores in 43 states.

Operating within the retail industry, we are influenced by a number of general macroeconomic factors including, but not limited to, fuel costs, unemployment rates, consumer preferences and spending habits, and competition. The difficultDuring challenging macroeconomic conditions, that affected the overall macroeconomic environment in recent years continue to impact O’Reilly and the retail sector in general. We

we believe that the average consumer’sconsumer's tendency has been to “trade down”defer maintenance on their vehicles or "trade down" to lower quality products during challenging macroeconomic conditions.products. We have ongoing initiatives aimed at tailoring our product offering to adjust to customers’customers' changing preferences; however, we also continue to have initiatives focused on marketing and training to educate customers on the advantages of “purchasing up”ongoing vehicle maintenance, as well as "purchasing up" on the value spectrum.

We believe the key drivers of current and future demand of the products sold within the automotive aftermarket include the number of U.S. miles driven, number of U.S. registered vehicles, new light vehicle registrations, average vehicle age and unemployment.

We remain confident in our ability to gain market share in our existing markets and grow our business in new markets by focusing on our dual market strategy and the core O’ReillyO'Reilly values of hard work and excellent customer service.

Sales for the three months ended September 30, 2014,March 31, 2015, increased $149$174 million to $1.88$1.90 billion from $1.73 billion for the same period one year ago, representing an increase of 9%. Sales for the nine months ended September 30, 2014, increased $424 million to $5.45 billion from $5.03 billion for the same period one year ago, representing an increase of 8%10%. Comparable store sales for stores open at least one year increased 6.2%7.2% and 4.6%6.3% for the three months ended September 30,March 31, 2015 and 2014, and 2013, respectively. Comparable store sales for stores open at least one year increased 5.9% and 3.9% for the nine months ended September 30, 2014 and 2013, respectively. Comparable store

 

The following table presents the components of the increase in sales for the three and nine months ended September 30, 2014March 31, 2015 (in millions):

We believe ourthe increased sales achieved by our stores are the result of 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 mostour stores, a broader selection of product offerings in most stores with a dynamic catalog system to identify and source parts, a targeted promotional and advertising effort through a variety of media and localized promotional events, continued improvement in the merchandising and store layouts of our stores, compensation programs for all store Team Members that provide incentives for performance and our continued focus on serving both DIY and professional service provider customers.

Our comparable store sales increasesincrease for the three and nine months ended September 30, 2014, wereMarch 31, 2015, was driven by increases in average ticket values and customer transaction counts for both DIY and professional service provider customers. The improvementsimprovement in average ticket values werewas the result of the continued growth of the more costly, hard part categories as a percentage of our total sales. The overall growth in theour hard part categories continues to be driven by our faster growing professional service provider sales, which are primarily comprised of hard part categories, and the increasing complexity and cost of replacement parts necessary to maintain the current population of better engineered and more technically advanced vehicles. The increases in professional service provider customer transaction counts were primarily driven by our acquired markets and the continued growth of less mature stores. The increases in DIY transaction counts were driven by our ongoing focus on staffing our stores with knowledgeable parts professionals to assist our DIY customers during high DIY traffic periods, including nights and weekends. Although both DIY and professional service provider customer transaction counts were positive for the three and nine months ended September 30, 2014, both DIY and professional service provider customer transaction counts continue to be negatively impacted by better engineered and more technically advanced vehicles, which have been manufactured in recent years. These vehicles require less frequent repairs and the component parts are more durable and last for longer periods of time; however, when repairs are required, the cost of the replacement parts is, on average, greater. While the less frequent repairs required by these better engineered vehicles does create pressure on transaction counts, both DIY and professional service provider customer transaction counts were positive. Transaction counts for both DIY and professional service provider customers benefited from a positive macroeconomic environment during the first three months ended March 31, 2015, including lower gas prices and declining levels of unemployment, which led to increased miles driven and a corresponding increase in vehicle maintenance. The increase in DIY transaction counts was driven by our continued focus on staffing our stores with knowledgeable parts professionals to assist our DIY customers during high DIY traffic periods, including nights and weekends. The increase in professional service provider customer transaction counts was driven by our acquired markets and the continued growth of less mature stores.

We opened 54 and 14567 net, new stores during the three and nine months ended September 30, 2014, respectively,March 31, 2015, compared to 48 and 15950 net, new stores for the three and nine months ended September 30, 2013, respectively.March 31, 2014. As of September 30, 2014,March 31, 2015, we operated 4,3114,433 stores in 43 states compared to 4,1354,216 stores in 42 states at September 30, 2013.March 31, 2014. We anticipate total new store growth to be 200 net, new store openings in 2014, and 205 net, new store openings in 2015.

Gross profit for the three months ended September 30, 2014,March 31, 2015, increased to $968$987 million (or 51.6%51.9% of sales) from $879$878 million (or 50.9%50.8% of sales) for the same period one year ago, representing an increase of 10%. Gross profit for the nine months ended September 30, 2014, increased to $2.80 billion (or 51.3% of sales) from $2.55 billion (or 50.7% of sales) for the same period one year ago, representing an increase of 10%12%. The increase in gross profit dollars for the three and nine months ended September 30, 2014, was primarily athe result of the increase in comparable store sales at existing stores and sales from new stores. The increase in gross profit as a percentage of sales for the three months ended September 30, 2014, was primarily due to product acquisition cost improvements a lesser impact from non-cash LIFO charges resulting from continued product acquisition cost reductions and a greater benefit from capitalized warehouse costs. The increase in gross profit as a percentage of salessmaller non-cash last-in, last-out ("LIFO") negative impact for the ninethree months ended September 30, 2014, was primarily dueMarch 31, 2015, as compared to product acquisition cost improvements, partially offset by the larger year-to-date non-cash LIFO impact resulting from continued product acquisition cost reductions.same period in the prior year. Acquisition cost improvements are the result of our ongoing negotiations with our vendorssuppliers to improve our inventory purchase

Selling, general and administrative expenses (“("SG&A”&A") for the three months ended September 30, 2014,March 31, 2015, increased to $624$637 million (or 33.3%33.5% of sales) from $579$591 million (or 33.5%34.2% of sales) for the same period one year ago, representing an increase of 8%. SG&A for the nine months ended September 30, 2014, increased to $1.83 billion (or 33.6% of sales) from $1.70 billion (or 33.8% of sales) for the same period one year ago, representing anThe increase of 7%. The increases in total SG&A dollars for the three and nine months ended September 30, 2014, werewas primarily the result of additional Team Members, facilities and vehicles to support our increased store count. The decreasesdecrease in SG&A as a percentage of sales for the three and nine months ended September 30, 2014, werewas primarily the result ofdue to increased leverage of store occupancyoperating costs on strong comparable store sales results.

As a result of the impacts discussed above, operating income for the three months ended September 30, 2014,March 31, 2015, increased to $344$350 million (or 18.3%18.4% of sales) from $300$287 million (or 17.4%16.6% of sales) for the same period one year ago, representing an increase of 14%. Operating income for the nine months ended September 30, 2014, increased to $967 million (or 17.7% of sales) from $848 million (or 16.9% of sales) for the same period one year ago, representing an increase of 14%22%.

Total other expense for the three months ended September 30, 2014, decreasedMarch 31, 2015, increased to $11$13 million (or 0.6%0.7% of sales), from $12 million (or 0.7% of sales) for the same period one year ago, representing an decreaseincrease of 5%. Total other expense for the nine months ended September 30, 2014, increased to $35 million (or 0.6% of sales) from $33 million (or 0.6% of sales) for the same period one year ago, representing an increase of 8%. The decrease in total other expense during the three months ended September 30, 3014, was primarily the result of increased capitalized interest during the current period. The increase in total other expense during the nine months ended September 30, 2014, was primarily the result of increaseda decrease in the amount of capitalized interest expense on higher average outstanding borrowings.for the three months ended March 31, 2015, as compared to the same period in the prior year.

Our provision for income taxes for the three months ended September 30, 2014,March 31, 2015, increased to $115$125 million (or 6.1%6.6% of sales) from $102$101 million (or 5.9% of sales) for the same period one year ago, representing an increase of 13%. Our provision for income taxes for the nine months ended September 30, 2014, increased to $336 million (or 6.2% of sales) from $297 million (or 5.9% of sales) for the same period one year ago, representing an increase of 13%23%. Our effective tax rate for the three months ended September 30, 2014,March 31, 2015, was 34.7%37.0% of income before income taxes compared to 35.3% for the same period one year ago. Our effective tax rate for the nine months ended September 30, 2014, was 36.0% of income before income taxes compare to 36.5%36.8% for the same period one year ago. The increasesincrease in our provision for income taxes for the three and nine months ended September 30, 2014, werewas primarily the result of higher taxable income in the current period, driven by our strong operating results. The decreasesincrease in our effective tax rates for the three and nine months ended September 30, 2014, wererate was primarily due to increasedreduced benefits from employment tax credits for the three months ended March 31, 2015, as compared to the same period in the current periods.prior year.

As a result of the impacts discussed above, net income for the three months ended September 30, 2014,March 31, 2015, increased to $217$213 million (or 11.6%11.2% of sales), from $186$174 million (or 10.8%10.1% of sales) for the same period one year ago, representing an increase of 16%. As a result of the impacts discussed above, net income for the nine months ended September 30, 2014, increased to $597 million (or 10.9% of sales) from $518 million (or 10.3% of sales) for the same period one year ago, representing an increase of 15%22%.

Our diluted earnings per common share for the three months ended September 30, 2014,March 31, 2015, increased 22%28% to $2.06 on 105103 million shares from $1.69$1.61 on 110108 million shares for the same period one year ago. Our diluted earnings per common share for the nine months ended September 30, 2014, increased 21% to $5.58 on 107 million shares versus $4.63 for the same period one year ago on 112 million shares.

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 program. The primary sources of our liquidity are funds generated from operations and borrowed under our unsecured revolving credit facility. Decreased demand for our products or changes in customer buying patterns could negatively impact our ability to generate funds from operations. Additionally, decreased demand or changes in buying patterns could impact our ability to meet the debt covenants of our credit agreement and, therefore, negatively impact the funds available under our unsecured revolving credit facility.

The following table identifies cash provided by/(used in) our operating, investing and financing activities for the ninethree months ended September 30,March 31, 2015 and 2014 and 2013 (in thousands):

The increase in net cash provided by operating activities during the ninethree months ended September 30, 2014,March 31, 2015, compared to the same period in 2013,2014, was primarily due to larger increases in net income and income taxes payable, (adjusted for the effect of non-cash changepartially offset by a decrease in deferredpayroll-related liabilities. The larger increase in income taxes payable was primarily the result of a larger prepaid tax position at the end of 2014 as compared to the end of 2013 and the excess tax benefit from stock options exercised) andhigher accrued payroll-related liabilities and a greater decrease in net inventory investment in the current periodincome taxes payable as of March 31, 2015, as compared to the same period in the prior year. Net inventory investment reflects our investment in inventory, net of the amount of accounts payable to vendors. Our accounts payable to inventory ratio was 95.7% and 86.6% at September 30, 2014, and December 31, 2013, respectively, versus 87.8% and 84.7% at September 30, 2013, and December 31, 2012, respectively. The larger increase in our accounts payable to inventory ratio was driven by continued strong vendor support. The larger increase in income taxes payable, adjusted for the non-cash impacts discussed above, was primarily the result of a prepaid tax position at the end of 2013 versus a2014 was used to reduce our first quarter 2015 cash tax payment. The higher accrued income taxes payable position atas of March 31, 2015, was the endresult of 2012.higher taxable income for the three months ended March 31, 2015, as compared to the same period in the prior year. The increasedecrease in accrued payroll-related liabilities during the period, as compared to the same period in the prior year, was due to the timing of payments under certain benefit plans.

The increase in net cash used in investing activities during the ninethree months ended September 30, 2014,March 31, 2015, compared to the same period in 2013,2014, was primarily the result of an increase in capital expenditures related to the timing of new store openings in the current period as compared to the same period in the prior year. During the first three months of 2015, we opened 67 new stores, as compared to 50 net, new stores for the same period in the prior year.

The net cash used in financing activities during the three months ended March 31, 2015, versus net cash provided by financing activities during the three months ended March 31, 2014, was primarily attributable to a higher level of repurchases of our common stock during the current period, related to the mix of owned versus leased new store projects as compared to the same period in the prior year.

InOn January of14, 2011, and as amended in September of 2011 and July of 2013, we entered into a credit agreement, as amended by Amendment No. 1 dated as of September 9, 2011, and as further amended by Amendment No. 2 dated as of July 2, 2013 (the "Credit Agreement"). The Credit Agreement provides for a five-year $600 million unsecured revolving credit facility (the "Revolving Credit Facility") arranged by Bank of America, N.A., which is scheduled to mature in July of 2018. The Credit Agreement includes a $200 million sub-limit for the issuance of letters of credit and a $75 million sub-limit for swing line borrowings under the Revolving Credit Facility.borrowings. As described in the Credit Agreement governing the Revolving Credit Facility, we may, from time to time, subject to certain conditions, increase the aggregate commitments under the Revolving Credit Facility by up to $200 million. As of September 30, 2014,March 31, 2015, we had outstanding letters of credit, primarily to support obligations related to workers’workers' compensation, general liability and other insurance policies, in the amount of $48$51 million, reducing the aggregate availability under the Revolving Credit Facility by that amount. As of September 30, 2014,March 31, 2015, we had no outstanding borrowings under the Revolving Credit Facility.

We have issued $1.4 billion aggregate principal amount of unsecured senior notes due between 2021 and 2023 with United Missouri Bank, N.A. ("UMB") as trustee. Interest on the unsecured senior notes, ofranging from 3.800% to 4.875%, is payable biannually and is computed on the basis of a 360-day year.

The senior notes are guaranteed on a senior unsecured basis by each of our subsidiaries (“("Subsidiary Guarantors”Guarantors") that incurs or guarantees our obligations under our Revolving Credit FacilityAgreement or certainunder other credit facility or capital markets debt of our other debtours or any of our Subsidiary Guarantors. The guarantees are joint and several and full and unconditional, subject to certain customary automatic release provisions, including release of the subsidiary guarantor’sSubsidiary Guarantor's guarantee under our Credit Agreement and certain other debt, or, in certain circumstances, the sale

or other disposition of a majority of the voting power of the capital interest in, or of all or substantially all the property of, the subsidiary guarantor.Subsidiary Guarantor.  Each of the Subsidiary Guarantors is 100% owned, directly or indirectly, by us and we have no independent assets or operations other than those of our subsidiaries. Our only direct or indirect subsidiaries that would not be Subsidiary Guarantors would be minor subsidiaries. Neither we, nor any of our Subsidiary Guarantors, are subject to any material or significant restrictions on our ability to obtain funds from our subsidiaries by dividend or loan or to transfer assets from such subsidiaries, except as provided by applicable law. Each of our senior notes is subject to certain customary covenants, with which we complied as of September 30, 2014.

The indentures governing our senior notes contain covenants that limit our ability and the ability of certain of our subsidiaries to, among other things: (i) create certain liens on assets to secure certain debt; (ii) enter into certain sale and leaseback transactions; and (iii) merge or consolidate with another company or transfer all or substantially all of our or its property, in each case as set forth in the indentures. These covenants are, however, subject to a number of important limitations and exceptions. As of March 31, 2015, we were in compliance with the covenants applicable to our senior notes.

The Credit Agreement contains certain covenants, including limitations on indebtedness, a minimum consolidated fixed charge coverage ratio of 2.25 times through December 31, 2014, and 2.50 times thereafter through maturity, and a maximum consolidated leverage ratio of 3.00 times through maturity. The consolidated leverage ratio includes a calculation of adjusted debt to earnings before interest, taxes, depreciation, amortization, rent and stock-basednon-cash share-based compensation expense (“EBITDAR”("EBITDAR"). Adjusted debt includes outstanding debt, outstanding stand-by letters of credit and similar instruments, six-times rent expense and excludes any premium or discount recorded in conjunction with the issuance of long-term debt. In the event that we should default on any covenant contained within the Credit Agreement, certain actions may be taken, including, but not limited to, possible termination of credit extensions,commitments, immediate payment of outstanding principal amounts plus accrued interest and other amounts payable under the Credit Agreement and litigation from our lenders. We had a consolidated fixed charge coverage ratio of 5.245.53 times and 4.955.04 times as of September 30,March 31, 2015 and 2014, and 2013, respectively, and a consolidated leverage ratio of 1.771.66 times and 1.941.86 times as of September 30,March 31, 2015 and 2014, and 2013, respectively, remaining in compliance with all covenants related to the borrowing arrangements. Under our current financing plan, we have targeted an adjusted debt to EBITDAR ratio range of 2.00 times to 2.25 times.

The table below outlines the calculations of the consolidated fixed charge coverage ratio and consolidated leverage ratio covenants, as defined in the Credit Agreement governing the Revolving Credit Facility, for the twelve months ended September 30,March 31, 2015 and 2014 and 2013 (dollars in thousands):

Free cash flow, the consolidated fixed charge coverage ratio and consolidated leverage ratio discussed and presented in the tables above are not derived in accordance with United States generally accepted accounting principles ("GAAP"). We do not, nor do we suggest investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, GAAP financial information. We believe that the presentation of our free cash flow, consolidated fixed charge coverage ratio and consolidated leverage ratio provides meaningful supplemental information to both management and investors and reflects the required covenants under our credit agreement. We include these items in judging our performance and believe this non-GAAP information is useful to investors as well. Material limitations of these non-GAAP measures are that such measures do not reflect actual GAAP amounts. We compensate for such limitations by presenting, in the tables above, a reconciliation to the most directly comparable GAAP measures.

Under our share repurchase program, as approved byIn January of 2011, our Board of Directors approved a share repurchase program. Under the program, 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 market conditions. We may increase or otherwise modify, renew, suspend or terminate the share repurchase program at any time, without prior notice. As announced on February 5, 2014,4, 2015, our Board of Directors approved a resolution to increase the cumulative authorization amount under our share repurchase program by an additional $500 million, and, as announced on August 13, 2014, our Board of Directors approvedresulting in a resolution to increase the cumulative authorization amount by an additional $500 million to $4.5of $5.0 billion. The additional $500 million authorizations are eachauthorization is effective for a three-year periods, which beganperiod, beginning on February 5, 2014, and August 13, 2014, respectively.its announcement date.

The following table identifies shares of our common stock that have been repurchased as part of our publicly announced share repurchase program (in thousands, except per share data):

As of September 30, 2014,March 31, 2015, we had $459$645 million remaining under our share repurchase program. Subsequent to the end of the thirdfirst quarter and through November 7, 2014,May 8, 2015, we repurchased an additional 1.10.6 million shares of our common stock under our share repurchase program, at an average price of $151.05,$218.25, for a total investment of $172$134 million. We have repurchased a total of 46.347.6 million shares of our common stock under our share repurchase program since the inception of the program in January of 2011 and through November 7, 2014,May 8, 2015, at an average price of $90.99,$94.29, for a total aggregate investment of $4.2$4.5 billion.

There have been no material changes to the contractual obligations to which we are committed since those discussed in our Annual Report on Form 10-K for the year ended December 31, 2013.2014.

The preparation of our financial statements in accordance with GAAP requires the application of certain estimates and judgments by management. Management bases its assumptions, estimates, and adjustments on historical experience, current trends and other factors believed to be relevant at the time the condensed consolidated financial statements are prepared. There have been no material changes in the critical accounting estimates since those discussed in our Annual Report on Form 10-K for the year ended December 31, 2013.2014.

We have been successful, in many cases, in reducing the effects of merchandise cost increases principally by taking advantage of vendorsupplier incentive programs, economies of scale resulting from increased volume of purchases and selective forward buying. To the extent our acquisition cost increased due to base commodity price increases industry-wide, we have typically been able to pass along these increased costs through higher retail prices for the affected products. As a result, we do not believe inflation has had a material adverse effect on our operations.

To some extent, our business is seasonal primarily as a result of the impact of weather conditions on customer buying patterns. While we have historically realized operating profits in each quarter of the year, our store sales and profits have historically been higher in the second and third quarters (April through September) than in the first and fourth quarters (October through March) of the year.

In May of 2014, the Financial Accounting Standards Board ("FASB"(the "FASB") issued Accounting Standard Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"). Under ASU 2014-09, an entity is required to follow a five-step process to determine the amount of revenue to recognize when promised goods or services are transferred to customers. ASU 2014-09 offers specific accounting guidance for costs to obtain or fulfill a contract with a customer. In addition, an entity is required to disclose sufficient information to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. For public companies, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including periods within that reporting period, and can be adopted either retrospectively or as a cumulative effect adjustment at the date of adoption, with early adoption not permitted. We will adopt this guidance beginning with our first quarter ending March d31, 2017; we31, 2017. We are in the process of evaluating the potential future impact, if any, of ASU 2014-09 on our consolidated financial position, results of operations and cash flows.

We are subject to interest rate risk to the extent we borrow against our unsecured revolving credit facility (the “Revolving"Revolving Credit Facility”Facility") with variable interest rates based on either a Base Rate or Eurodollar Rate, as defined in the credit agreement governing the Revolving Credit Facility. As of September 30, 2014,March 31, 2015, we had no outstanding borrowings under our Revolving Credit Facility.

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. As of September 30, 2014,March 31, 2015, our cash and cash equivalents totaled $298$474 million.

Our market risks have not materially changed since those discussed in our Annual Report on Form 10-K for the year ended December 31, 2013.2014.

As of the end of the period covered by this report, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) and as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (“("the Exchange Act”Act"). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by us (including our consolidated subsidiaries) in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’sCommission's rules and forms and is accumulated and

communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during the fiscal quarter ending September 30, 2014,March 31, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

O’ReillyO'Reilly is currently involved in litigation incidental to the ordinary conduct of the Company’sCompany's business. The Company records reserves for litigation losses in instances where a material adverse outcome is probable and the Company is able to reasonably estimate the probable loss. The Company reserves for an estimate of material legal costs to be incurred in pending litigation matters. Although the Company cannot ascertain the amount of liability that it may incur from any of these matters, it 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.

TheAs previously reported, 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 related to the handling, storage and disposal of hazardous waste. Management has an ongoing and open dialogue with these agencies regarding this matter and is cooperating fully with the request; however, at this time a prediction of the ultimate outcome of these efforts cannot be determined.

As of September 30, 2014,March 31, 2015, there have been no material changes in our risk factors since those discussed in our Annual Report on Form 10-K for the year ended December 31, 2013.2014.

There were no sales of unregistered securities during the three or nine months ended September 30, 2014.March 31, 2015. The following table identifies all repurchases during the three months ended September 30, 2014,March 31, 2015, of any of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, by or on behalf of us or any affiliated purchaser (in thousands, except per share amounts):

Subsequent to the end of the thirdfirst quarter and through November 7, 2014, weMay 8, 2015, the Company repurchased an additional 1.10.6 million shares of ourits common stock under our share repurchase program, at an average price of $151.05,$218.25, for a total investment of $172$134 million. We haveThe Company has repurchased a total of 46.347.6 million shares of our common stock under our share repurchase program since the inception of the program in January of 2011 and through November 7, 2014,May 8, 2015, at an average price of $90.99,$94.29, for a total aggregate investment of $4.2$4.5 billion.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.