SEC Comment Letter for O REILLY AUTOMOTIVE INC (ORLY) (CIK 0000898173) (ORLY) — Jul 23, 2018
O REILLY AUTOMOTIVE INC (ORLY) (CIK 0000898173)
Date: July 23, 2018 · CIK: 0000898173 · Accession: 0000000000-18-022421
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 July 20, 2018 Thomas McFall Chief Financial Officer O Reilly Automotive, Inc. 233 South Patterson Avenue Springfield, Missouri 65802
Re: O Reilly Automotive, Inc. Form 10-K for the Fiscal Year Ended December 31, 2017 Filed February 28, 2018 Form 8 -K filed April 25, 2018 File No. 0 -21318
Dear Mr. McFall :
We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for the Fiscal Year Ended December 31, 2017
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 27
1. 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.
Thomas McFall O Reilly Automotive, Inc. July 20, 2018 Page 2
Form 8 -K filed April 25, 2018
Exhibit 99.1
2. 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 reconcilia tion (by schedule or other clearly understandable method), which shall be quantitative, to the extent available without unreasonable efforts, 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.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Adam Phippen, Staff Accountant, at (202) 551 -3336 or me at (202) 551-3344 with any questions.
Sincerely,
/s/ William H. Thompson
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Mail Stop 3561 July 20, 2018 Thomas McFall Chief Financial Officer O Reilly Automotive, Inc. 233 South Patterson Avenue Springfield, Missouri 65802 Re: O Reilly Automotive, Inc. Form 10-K for the Fiscal Year Ended December 31, 2017 Filed February 28, 2018 Form 8 -K filed April 25, 2018 File No. 0 -21318 Dear Mr. McFall : We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10 -K for the Fiscal Year Ended December 31, 2017 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 27 1. 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. Thomas McFall O Reilly Automotive, Inc. July 20, 2018 Page 2 Form 8 -K filed April 25, 2018 Exhibit 99.1 2. 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 reconcilia tion (by schedule or other clearly understandable method), which shall be quantitative, to the extent available without unreasonable efforts, 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. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Adam Phippen, Staff Accountant, at (202) 551 -3336 or me at (202) 551-3344 with any questions. Sincerely, /s/ William H. Thompson William H. Thompson Accounting Branch Chief Office of Consumer Products