Item 2.02 - Results of Operations and Financial Condition

On October 28, 2020, O'Reilly Automotive, Inc. issued a press release announcing its 2020 third quarter earnings. The text of the press release is attached hereto as Exhibit 99.1.




Item 8.01 - Other Events

On October 28, 2020, the Company announced that its Board of Directors approved a resolution to increase the authorization amount under its share repurchase program by an additional $1.0 billion, raising the aggregate authorization under the program to $14.75 billion. The additional $1.0 billion authorization is effective for a three-year period, beginning on October 28, 2020. Stock repurchases under the program may be made from time to time, as the Company deems appropriate, solely through open market repurchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate requirements and overall market conditions. There can be no assurance as to the number of shares the Company will purchase, if any. The share repurchase program may be increased or otherwise modified, renewed, suspended or terminated by the Company at any time, without prior notice.

Item 9.01 - Financial Statements and Exhibits





Exhibit Number    Description
99.1                Press release dated October 28, 2020
104               Cover Page Interactive Data File - the cover page XBRL tags are
                  embedded within the Inline XBRL document

The information in Section 2 and Section 9 of this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

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