O'Reilly Automotive Inc (ORLY) 2008 Q3 法說會逐字稿

Good morning. My name is Elizabeth and I will be your conference operator today. At this time, I would like to welcome everyone to the third-quarter earnings release conference call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. (Operator Instructions). Thank you. I will now turn the conference call over to Mr. Tom McFall, Chief Financial Officer. Sir, you may now begin your conference.

Thank you, Elizabeth. Good morning, everyone, and welcome to the O'Reilly conference call.

Before I introduce Greg Henslee, our CEO, I'd like to read a brief statement. The Company claims the protection of Safe Harbor for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by forward-looking words such as expect, believe, anticipate, should, plan, intend, estimate, project, will, or similar words. In addition, statements contained within this press release that are not historical facts are forward-looking statements, such as statements discussing, among other things, expected growth, store development and expansion strategy, business strategies, future revenues and future performance.

These forward-looking statements are based on estimates, projections, beliefs and assumptions that are not guarantees of future events and results. Such statements are subject to risks, uncertainties, and assumptions, including but not limited to, competition, product demand, the market for auto parts, the economy in general, inflation, consumer debt levels, governmental approvals, our ability to hire and retain qualified employees, risks associated with the integration of acquired businesses, war, the threat of war and weather. Actual results may materially differ from anticipated results described or implied in these forward-looking statements. Please refer to the Risk Factors section of this Company's Form 10-K for the year ended December 31st, 2007 for more details. At this time, I'd like to introduce Greg Henslee.

Thanks, Tom. Good morning, everyone, and welcome to our third-quarter 2008 conference call. Participating on the call with me this morning, of course, is Tom McFall, our Chief Financial Officer and Ted Wise, our Chief Operating Officer. David O'Reilly, our Executive Chairman, is also present.

First off, I'd like to thank our management team as well as every member of Team O'Reilly for all their hard work and focus on our continued success during the quarter. We've obviously taken on a substantial challenge with the acquisition of CSK Auto. I'm extremely proud of the progress we've made so far and I know every member of Team O'Reilly is excited about the long-term prospects of the fully integrated chain and the execution of our dual market strategy in the CSK markets. We're progressing nicely with the integration, planning and execution and I'm very confident we'll start seeing positive results as we improve the inventory positions, pricing strategies, and distribution model in these markets.

I'd also like to thank our storm teams that so clearly exhibited the O'Reilly culture as we cleaned up and were first to open in most markets following the severe damage left by hurricanes Gustav and Ike last month. Several of our team members volunteered for the extremely challenging jobs of getting our stores reopened following the floods and wind damage from these storms. I'm extremely proud to say that we were the first auto parts store to reopen in most of the affected markets and our customers were obviously impressed with the efforts we made to make emergency supplies like generators, gas cans and batteries available for them to purchase.

Many of our stores operated without power and in damaged structures in many cases, all in the spirit of making sure we did all we could to help our communities get back on their feet. I'm sure all this effort was clearly noticed by our customers and we'll be rewarded with their future business as these communities continue to rebuild.

During the quarter, there's no question that we were challenged by the continued effects of the current economic environment. Our guidance for the third quarter was for core O'Reilly comparable store sales in the 2% to 4% range and comparable store sales in the negative 1% to 3% range for CSK.

Speaking specifically of the O'Reilly store performance, after a relatively strong start to the quarter in July, business slowed in August and early September, picking back up in most markets toward the end of the period to finish with 1.5% comparable store sales.

During September, we were pressured with the store closures due to hurricanes in the Gulf and had 78 stores closed from one to six days during Gustav and 158 stores closed anywhere from one day to two weeks with Hurricane Ike.

The hurricanes also disrupted fuel supplies to some major markets in which we do business, such as Atlanta and Nashville. However, the recovery from these events can be a contributor to sales growth and we expect solid results from these markets as communities rebuild over the next few months.

As everyone knows, we don't report commercial and DIY comparable store sales separately, but I will say that during the third quarter, as has been the case over the past several quarters, commercial comps grew a little better than retail. However, both sides of the core O'Reilly business comped positive during the period.

At CSK, the quarter started off sluggish and finished with a slight improvement toward the end of the period resulting in comps of negative 4.3%. We've seen some recent improvement in our CSK stores, especially on the commercial side of the business as we start to dial in our focus on commercial customer relationships. However, we don't expect material improvement in the CSK store sales performance until we gain traction with some of the conversion initiatives that we have underway. This includes improvements to distribution center and store inventories, pricing strategy improvements, as well as improvements in distribution service.

As we progressed with laying the foundation for the integration of CSK, we've had a chance to fully evaluate in detail the causes of the poor market penetration and poor profitability that CSK experienced on a stand-alone basis. In our opinion, the primary contributor to the degradation and their ability to capture market share over the past several years was the lack of attention to the hard parts assortments. Then, as the Company became more capital constrained, the inventory assortment issue became something that was much more difficult to attempt to correct and ultimately left the company in a position where they could not adequately compete on parts coverage.

In an effort to capture some big-ticket sales, the company strayed from the core auto parts business and got into some other categories, such as imported products like motor scooters, power equipment, and various tools in an effort to improve their per unit volume. Sales of these products were not sustainable and the company has suffered in the face of healthy competitors on both the retail and commercial sides of the business.

In every aspect of the operation, it's clear that the company was suffering significantly due to poor access to the capital it needed to successfully operate, which forced decisions to be made with an eye on short-term goals rather than long-term strategy.

Our team has been a lot of time evaluating CSK, both before and after July 11th, the day we closed on the acquisition. I can tell you the more we work on the integration planning, the more excited we are about the prospects of our combined companies.

Our plan is simple. We strongly believe that our dual market strategy will work extremely well in the western half of the US. To execute this, we are in the process of upgrading inventory coverage and working with our vendor partners to put in place the category assortments we need to put these stores back into the hard parts business.

To do this, we'll leverage the robust inventory management systems we've built to help us determine the inventory that is needed at each location based on the vehicle population, forecasted demand, and past sales history. While the vehicle population in many of the western states is much different than those in the central and eastern US markets, the vehicles themselves and the part failure rates are very similar to current O'Reilly markets.

Our very systematic approach to adjusting the inventory at each store will result in a significant boost in the hard parts productivity in these stores.

At the same time, we are repositioning the product offering and pricing to ensure we're competitive in every market every day. We've made good progress with this in the third quarter, but still have a ways to go. Much of the previous CSK strategy revolved around promotional pricing without the competitive everyday pricing that we feel is needed to maintain a customer's repeat business. We feel strongly that the strategy we'll implement is more sustainable, will require less spend in promotional dollars and will produce much better results.

Another key piece of our strategy, as we've outlined before, is putting in place a distribution that allows us to execute our dual market strategy. As we have previously announced, we are planning to add a total of four distribution centers in the CSK markets in addition to our previously announced Lubbock, Texas and Greensboro, North Carolina DCs. We'll close one of the acquired distribution centers in Minneapolis, St. Paul which directly overlaps with an existing O'Reilly distribution center.

These additions will allow us to provide overnight service to all the stores, and in many cases, multiple deliveries per day. Our expanded distribution network will provide access to the breadth of SKUs needed to succeed on the commercial side of the business and will be a very meaningful service enhancement for our retail customers.

I know most of this isn't new news and the question is how long will this take and what incremental synergies we can expect as we execute the plan. I can tell you that we're now in the process of consolidating stores in existing O'Reilly markets and we've begun the process of doing whole store changeovers to our merchandise assortments, layout, and branding in the stores to which we have distribution capability out of existing O'Reilly distribution centers.

This includes about 185 stores and plans are to complete the conversion of these stores by the end of April next year. As these conversions take place, we'll provide sales performance information for the changeover stores separately to help our investors better understand the effect of the changes that we're making. The remaining stores, comprised of the stores in the Western half of the US and some of the stores supplied out of that Detroit distribution center, will be changed over one product line at a time beginning the end of this year, with an expected completion date of mid 2010.

Prior to these changeovers, we're doing strategic deployment of much-needed inventory in several locations and adding some critical category enhancements to all CSK stores. These enhancements will be completed by the end of February next year. And our pricing strategy should be in full swing by the end of the fourth quarter.

One of the most significant challenges to the completion of our plan is the implementation of a more robust distribution system out West, and we are currently in the process of procuring facilities. Ted will cover this in more detail in a moment, but I will tell you that our plan as it stands today is to complete our distribution buildout by the end of 2010. At that time, we'll have very similar distribution capability to all the CSK markets that we currently have to the core O'Reilly markets. In the meantime, we will make incremental and very meaningful improvements.

What does all this mean from a synergy perspective? For now, we feel very confident in our ability to achieve an annual synergy run rate of $100 million in 2010. Of the $100 million, we expect $75 million to come from merchandise acquisition cost savings. During 2008, we expect to realize $5 million to $10 million of these synergies primarily related to acquisition costs on like lines. The remaining $65 million to $75 million will be realized incrementally over the next two years as we convert stores and align our product offerings.

Of the remaining $25 million of SG&A savings, we expect to realize approximately $7.5 million in 2008. These reductions relate primarily to duplicative headquarter expenses. The remaining savings will be captured over the next two years as we consolidate operations, combine contractual obligations, and consolidate systems.

It should be noted that this $25 million savings is net of additional SG&A investments that will be necessary to implement our dual market strategy. These investments will be made primarily in the areas of field operations management, commercial sales force, and professional parts people.

Now just to take a high-level view of our business and our industry. Our obvious headwinds are the challenging economic environment with inflation, retirement savings, and home values all under pressure. Miles driven, one of the primary drivers of demand in our business, is down this year as compared to last. Discretionary spending has obviously decreased. Some of the tailwinds for our industry are that fuel prices of late have come down dramatically to three-year lows. In many of our markets, the price of regular unleaded is now below $2 a gallon. This will incrementally result in an increase in miles driven and will take at least some of the pressure off our customers' pocketbooks.

Most of our sales are not discretionary in nature and demand is very simply a result of wear and tear over time and miles driven. We estimate that approximately 80% of our sales are clearly not discretionary.

Consumers are keeping their cars longer. The average age of vehicles on the road continues to increase as new car sales slow. Older cars, very simply, require more maintenance. In addition, we believe very strongly in our ability to replicate the success we've had in the Central and Eastern US and the Western states and are working very diligently to put our Company in a position to start generating positive results from the CSK acquisition. We believe we will see improvements in the performance of all CSK stores as we continue to incrementally enhance their operations and we expect to see significant improvements in the performance of the stores as they are converted. That said, we continue to be relatively cautious in our near-term comparable store sales projections for the CSK stores as a whole.

For the fourth quarter, based on current trends, we're forecasting a comp store sales decline in the 1% to 3% range. For the core O'Reilly stores, we are much more confident, and with a month of the quarter completed along with a softer 2.1% comparison from fourth quarter last year, we're forecasting comparable store sales in the 2% to 4% range for the quarter for a combined CSK/O'Reilly comparable store sales range of 0% to 2%.

As I've said, we're extremely excited about the continued prospects of the CSK acquisition and our combined management teams are very dedicated to making sure this combination is a complete success.

To provide some additional details about our continued growth and the CSK integration, I will now turn the call over to Ted Wise, our Chief Operating Officer. Ted?

Thanks, Greg, and good morning, everyone. As announced, we finished the third quarter with 3,277 stores and opened 37 new stores. That included 36 O'Reilly stores and one Schuck's Auto Parts store. After deducting two store consolidations which included one O'Reilly store and one Schuck's store, we added net 35 new O'Reilly stores. This brings our new store growth at the end of the third quarter up to 131 stores. We have 19 additional store openings planned for the fourth quarter, which will put us at our new store growth rate at 150 new stores.

We also relocated nine O'Reilly stores to new prototype buildings this quarter, which brings us to 23 relocations for the year. There was also five store renovations completed for a total of 65 store renovations for the year.

Once again, our new stores were divided out in the market areas reaching into 14 different states. The Southeast received the most stores with seven new stores in Georgia and four new stores in North Carolina. For the year, Texas continued to lead the new store count with 23 stores year to date, followed by Georgia at 16 stores and Ohio at 14 stores.

As I pointed out before, with our capacity and number of distribution centers, we can more evenly spread out our new store expansion throughout our market areas, which is a positive for the real estate department and store operations team in selecting and opening up new stores.

Our new Lubbock, Texas distribution center will begin operations next week, giving us the ability to continue to expand into west Texas and New Mexico, and most importantly, handling the upcoming Checker store conversions. The Lubbock DC will also relieve both our Houston and Dallas distribution centers of some hard to service stores in west Texas, and give them the capacity to service new stores within their immediate market.

As announced on our last call, we've begun the process of opening a new distribution center in Greensboro, North Carolina to handle our continued expansion in the East coast states. The Greensboro DC will also relieve some of the longer delivery routes out of our Atlanta and Knoxville DCs. And like the situation in west Texas, this will give these DCs the needed relief and ability to continue to expand in their surrounding market areas. We are continuing to work on the construction of Greensboro in the interior and our timeline calls for the opening to be in May of '09.

Now, to recap our growth plan, with 19 new stores on the schedule, we will reach our goal of 150 stores for '08, and our expansion plan for '09 is set to be another 150 new O'Reilly stores. We are comfortable with continuing this rate of new store growth while addressing our highest priority, converting the first group of CSK stores into our existing O'Reilly distribution system.

Now to discuss the CSK changeover stores. After finishing some minor work in our Minneapolis DC and Billings, Montana DC, we are well into the first wave of CSK store conversions. In these northern stores, we have merged 25 CSK stores into O'Reilly stores and closed two overlapping stores. The changeover plan has now shifted into high gear and by the end of February, we will have 30 CSK stores merged into O'Reilly stores, seven O'Reilly stores moved into CSK buildings and 72 existing CSK store locations changed over to O'Reilly.

Our changeover schedule in the northern store is based on us doing approximately eight projects per week. As stores convert over to the O'Reilly system, they're switch to our Minneapolis DC or our Billings DC, which allows us to move distribution team members and prepare to be out of the CSK Minneapolis DC by early spring. The CSK stores will provide additional distribution expense leverage as we switch these stores to our relatively new Minneapolis DC.

Since the O'Reilly brand is well established in these northern markets, our plan will be to change to the O'Reilly signage and brand as soon as possible following the store conversions. The team member training and transfer of customer sales is going extremely well in these conversion stores. We see some great upside in growing the business as we get better inventory level, nightly inventory replenishment and market competitive pricing.

Now in regard to the CSK Texas and New Mexico stores, with the opening of our Lubbock DC in November, we will move forward with these store conversions starting in January. There will be one CSK store merged into an O'Reilly store and 51 CSK stores converted to the O'Reilly inventory and systems. The schedule calls for an average of eight stores each week and provides us a completion date by the end of April.

We will co-brand and our advertising and marketing in these stores until midyear and plan for O'Reilly signs and the brand to be changed most likely in the middle of '09. Again, our operations and sales work preparing these stores for conversion is going very well and gives us a very encouraging outlook for positive sales growth when these stores are given the proper tools to start growing their business.

Phase III of the conversion moves us back north to the Murray's stores in the Chicago area. After expanding our shipping lanes in our Indy DC, we're ready to switch the distribution of the 62 Chicago stores from the CSK Detroit DC. These store conversions are planned to start in early March with eight stores per week and will finish by mid-April.

Immediately after offloading these stores from Detroit DC, we will convert that DC over to the O'Reilly distribution system and inventory model. This will allow us to finish the changeover of the remaining 82 Murray's stores in Detroit to the O'Reilly systems.

We will continue to co-brand Murray and O'Reilly and determine the best time to change the brand later in '09 or early in the following year. Our goal is to have the store conversion project completed by the end of June, which will result in over 300 stores operating under the O'Reilly systems.

Now to discuss the Western state 1,000 plus stores. With a high sense of urgency, we have a number of business building initiatives and plans being implemented today. Our two highest priorities are to get the store inventories adjusted and position retail pricing to be competitive in the individual markets. Across the board, we have found that stores are under inventoried and for the most part, overpriced at retail.

We are addressing market pricing now and will be moving forward with a line-by-line changeover process as quickly as possible. However, knowing that the complete line changeover process will take time that could be productive sales time, we're moving forward with adding all of our entry-level and competitive price lines to the stores as fast as the DCs and stores can process the work flow.

In addition, we have identified 119 stores that are in great installer markets, have the back room stocking space and can support a group of surrounding stores. These stores will receive additional inventory coverage across all lines on an average of $200,000. The first group of stores will see their updates start next week and the project should be completed by the first part of February.

Along with these inventory updates and retail pricing adjustments now being implemented, our store ops and sales teams are evaluating each store's installer business potential. As you know, the vast majority of the CSK stores did not deliver and did very little if any installer business. Therefore, based on having the sufficient inventory levels, we're making plans to start adding installer service to more stores and expanding our hub store concept to support groups of surrounding stores. Having the right part specialist is obviously a key to successful installer business, so we have to be very careful and implement these programs when we are properly staffed and trained.

Developing our installer sales and the related staffing needs to be a top priority for our district and regional managers. To effectively manage all these changes in the field and implement the O'Reilly business plan, we are selectively increasing the number of regional, district and sales management roles in the field.

Now in regard to advertising and marketing, this month, we began our co-branding of the old CSK stores and O'Reilly on all print, radio and marketing events. For example, the NASCAR race in Phoenix this month, actually, in November, will be the Checker O'Reilly Auto Parts 500. Also, all CSK store team members will start wearing co-branded uniform shirts after the 1st of the year. We will continue to co-brand after throughout the changeover and closely monitor the results of the 300 stores currently being co-branded and then change to the O'Reilly brand across the store chain in the future based upon a close evaluation.

In the area distribution, and as we previously announced, we must increase the number of distribution centers to convert to our nightly service and provide a wider inventory coverage for our stores. We are in the final stage of selecting property in southern California and Seattle, Washington, and hope to get these projects underway soon. We are also doing site work for the Salt Lake City and Denver markets, which will be Phase II of our distribution development plan. Our goal and estimate for completing the DC expansions, along with the final stage of converting our existing Phoenix, Arizona and Dixon, California locations is targeted for the end of 2010. This is an aggressive target, but reaching it will be the key to our complete CSK conversion and give us the distribution support for our future growth out West.

Now before I turn it back to Tom, I would like to say thanks to our O'Reilly team. We recognize the hard work and great customer focus that helps achieve the O'Reilly store sales growth, both new store and comp sale. For all the reasons Greg covered, sales are challenging and most likely will continue to be so for the immediate future.

In the past few weeks, I've had the opportunity to attend several of our fall regional ops and sales meetings, as well as visit several of our distribution centers. And I returned from each trip realizing that we have the best and most motivated team in the industry. I have obviously spent considerable time in Phoenix and in the CSK stores with our new O'Reilly leadership team, and I also feel very confident in their commitment and their ability to help make our CSK to O'Reilly transition successful and execute the O'Reilly business plan in the West.

Our continued focus for O'Reilly team across the Company will be to execute our proven business plan and provide best of class service to all of our customers. I'll turn it over to Tom.

Thanks, Ted. And I will review the financial results for the quarter. Sales were up 68% to $1.1 billion for the quarter. The increase was driven by a 7.7% increase in core O'Reilly stores and sales of $399 million at the acquired CSK stores.

For the quarter, comparable store sales for stores open greater than 12 months increased 1.5% for core O'Reilly stores and decreased 4.3% at the acquired CSK stores. On a consolidated basis, comparable store sales for the quarter decreased 0.8%. For the quarter, core O'Reilly stores sales to independent jobbers, team members and equipment sales, which are not included in our comparable store sales calculation, were $18.9 million, which was an increase of $0.6 million above the same period last year. Year to date, these non-comp non-store sales are $54 million, which was a decrease of $1 million from the prior year.

Year-to-date sales increased 28% to $2.5 billion. This increase was driven by a 7.6% increase in the core O'Reilly stores and sales of $399 million at the acquired CSK stores. Year-to-date comparable store sales for stores open greater than 12 months increased 1.5% for core O'Reilly stores and decreased 4.3% at the acquired CSK stores since July 12, 2008. On a consolidated basis, comparable store sales year-to-date increased 0.5%.

Gross profit was 45.6% of sales for the quarter versus 44.4% in the prior year. For the year, gross profit was 45.2% of sales versus 44.3% in the prior year. The improvement was driven by the incremental improvement in core O'Reilly stores, realization of a small amount of the total anticipated buying synergies any influx of the higher margin CSK sales, which are driven by higher mix of DIY sales and market specific conditions.

SG&A for the quarter was 37.3% of sales versus 31.9% in the prior year. For the year, SG&A was 34.8% of sales versus 31.7% in the prior year. The de-leverage was the result of the slower sales, the addition of the CSK store base which has a higher expense structure than the core O'Reilly stores and $2.5 million of non-cash amortization of trade names and marks recorded as part of the purchase price allocation.

Operating income for the quarter was 8.3% of sales versus 12.5% in the prior year. Year-to-date operating income was 10.4% of sales versus 12.6% in the prior year. Interest expense for the quarter was $22 million versus interest income of $1 million in the prior year. Interest expense was comprised of $9.1 million of interest on fixed and floating debt, 1.8% of amortization of debt issuance costs and $11.3 million in onetime costs related to the transaction.

The tax provision was 41.8% of pre-tax income for the quarter versus 36.4% in the prior year. The year-to-date tax rate was 38.6% compared to 36.9% in the prior year. The increased tax rate is due to a onetime change in tax liabilities related to the acquisition and an increase in the current tax rate due to the CSK stores predominately operating in the higher tax rate states.

Net income for the quarter was $41.4 million versus $53.1 million in the prior year. For the third quarter, net income was 3.7% of sales as compared to 8.0% in the prior year. Year-to-date net income was $144 million, which was 5.8% of sales compared to 8.0% of sales in the prior year.

Diluted earnings per share for the quarter was $0.31 per share, which was a decrease of $0.15 per share from the prior year. Third-quarter EPS was based on 133.1 million shares as compared to 116.3 million shares in the prior year. The large increase in share count is the result of the shares issued as part of the purchase price of CSK.

The year-to-date EPS was $1.18 per share, which was a decrease of $0.14 per share from the prior year. Excluding onetime costs, which we will discuss in a moment, EPS for the third quarter was $0.40 per share, which represents a decrease of 13% from the prior year. Year-to-date adjusted EPS was $1.27 per share, which represents a 4% decrease from the prior year.

Now we will discuss in more detail the onetime items that are creating significant noise in our third-quarter results. Please note all these amounts are net of tax.

The $4.4 million debt payment cost was the cost of the call premium on our $75 million private placement note. The calculation of the call premium was driven primarily by T-bill rates and was thus negatively impacted by the historical low T-bill rates.

The $2.6 million interim facility commitment fee was the cost of the banking commitment to finance the potential debt facility beyond our asset-backed loan facility. When the transaction was switched to a tender offer, this interim facility was no longer needed. But having that financing commitment was an important part in negotiating the acquisition.

The $3.1 million onetime tax adjustment to tax liabilities was a direct result of the acquisition. On a go-forward basis, we expect our consolidated tax rate to be approximately 38.5% of pre-tax income, with the increase over historical rate driven by the higher state tax rates in the primary states in which CSK operates.

The $1.5 million amortization of trade names and trademarks is a result of a portion of the purchase price being allocated to trade names and marks in accordance with the Statement of Financial Accounting Standards 141. The life of this intangible asset has a short life as we plan to convert all stores to the O'Reilly brand. As a result, this $13 million asset will be written off via non-cash amortization charge over the next two years. Because the amount of stores operating under the CSK brand names will sequentially decrease quarter after quarter as we convert stores, the amortization charge is front loaded with the fourth quarter of 2008 being a pre-tax charge of $2.8 million and the last planned quarter, the third quarter of 2010 being a charge of $0.1 million.

Moving on to the balance sheet, the core O'Reilly average per store inventory at 9/30 was $479,000, which was a slight decrease from $483,000 as of last September. For the CSK stores, the average per store inventory increased from $417,000 at the date of the acquisition to $440,000 at the end of September, which represents a 5.5% increase. This increase is the beginning of our ongoing efforts to increase the hard part inventory availability at the CSK stores and eliminate non-core automotive merchandise.

Accounts Payable of $757 million was 49.9% of inventory as compared to 46.8% in the prior year. The improved ratio is the result of the improved vendor terms and the impact of the recent initial merchandise orders to add hard parts to the CSK stores.

At 9/30, borrowings under our asset-based revolver were $544 million, which is a decrease of $44 million since the transaction was completed. EBITDA for the quarter was $139 million, 12.5% of sales versus the prior year of $105 million, which was 15.9% of sales. Year-to-date EBITDA was $347 million, 14.1% of sales versus the prior year of $302 million, which was 15.8% of sales.

For some other financial information, during the third quarter, the reserve for LIFO increased by $30 million at $41.7 million year to date. Depreciation was $31 million for the quarter and $75 million year to date. Capital expenditures were $85 million for the quarter and $211 million year to date.

Excluded from both the quarter and the year-to-date amount is the $49 million CapEx expend resulting from the unwinding of our synthetic lease facility.

Stock option expense was $2.6 million for the quarter versus $1.6 million in the prior year. Year-to-date stock option expense was $55 million versus -- I'm sorry, $5.5 million versus $4.3 million for the same period in 2007. The increased expense in the quarter was driven primarily by the options issued in connection with the CSK acquisition.

Now for our guidance, same-store sales guidance for the fourth quarter for core O'Reilly stores, which are the core O'Reilly stores plus the converted CSK stores, is 2% to 4%. The CSK stores, which are the CSK stores less closed stores less converted stores, our comp guidance is negative 1% to negative 3%. On a consolidated basis, our comp guidance is flat to 2%.

For the fourth quarter, our approximated tax rate is 38.5% of pre-tax income. This results in diluted earnings per share estimates of $0.28 to $0.32 per share versus $0.35 per share in the third quarter fourth quarter of 2007.

Diluted earnings per share excluding onetime transaction-related charges is $0.29 to $0.33 per share. The only transaction-related charge we expect in the fourth quarter is the non-cash amortization of trade names and trademarks of $2.8 million.

On a full year basis, we expect CapEx to be $260 million to $285 million. This guidance assumes we will not purchase any DC properties during the fourth quarter. This estimate also does not include the $49 million of CapEx related to the unwinding of the synthetic lease.

Depreciation, we expect to be $110 million to $120 million for the year. Our interest expense is expected to be $36 million for the year and approximately $14 million for the fourth quarter. Our full-year gross margin expectations are 45% to 46% of sales on revenues of $3.5 billion to $3.6 billion.

Our same-store sales guidance for the O'Reilly comp is 1% to 3%. For the CSK stores, we expect a decrease in comp store sales of 2% to 4% for the period CSK was owned by O'Reilly. And on a consolidated basis, we expect comps to be flat to 1%.

GAAP EPS for the year guidance is $1.45 to $1.49 per share compared to $1.67 in 2007. Excluding onetime charges related to the acquisition, adjusted EPS we expect earnings per share to be $1.56 to $1.60 per share.

At this time, I'd like to ask Elizabeth, the operator, to come back and we'll be happy to answer questions. Elizabeth?

(Operator Instructions). Matthew Fassler, Goldman Sachs.

Thanks, it's actually Robert Higginbotham in for Matt. First question, it seems as though the adjustments to inventory and pricing strategy in the CSK stores could have a pretty significant, very quick kind of impact. Is that in any way reflected in your guidance for that part of the business?

The period of time that the inventory and pricing would have the most affect, we really haven't given guidance for. We will see incremental improvements as we start to roll out inventory, more inventory in the fourth quarter. But it's going to take time to convert those whole inventories. So probably the bigger impact of the inventory rollouts would be next year and not so much reflected in fourth quarter. And our fourth-quarter guidance is just based on current trends, maybe easier comparisons to some degree and just kind of what we expect to happen as a result of some of the improvements we're making. But again, most of the improvements won't be made until next year.

Got you. And how should we think about any potential disruption from the conversions as you change the stores over and maybe you could talk about what you've seen through the very beginning of that process?

Well, the stores that we're converting here in the Central US and the stores that we'll convert in west Texas, I would compare to having maybe a tooth pulled at the dentist's office. It hurts a lot for a real short period of time. And we're going to do those quick. In one week, we will basically go in and lift the inventory, reset the store to our layout and put in a new inventory. So for those stores, I would say the pain level is pretty high, but it's very quick.

The other stores and the bigger piece of the business, which would be the Western stores and the stores that are supplied out of -- or some of the stores that are supplied out of the Detroit distribution center, we'll do those one product line at a time. And we really kind of govern how much the stores and distribution centers can do at any given time, so we make it non-disruptive. Because it's so important that because it's spread out over some period of time, that our customer service levels continue to improve because we feel we have a big opportunity in those markets to give higher levels of service, so we govern that. And that's one of the reasons that we won't complete those by-product-line changeovers until mid 2010.

Great. Thank you very much.

Tony Cristello, BB&T Capital Markets.

Good morning, guys. How are you? A couple questions and I apologize, I got on the call a little bit late. But can you discuss maybe a little bit the labor component of the integration in terms of staffing, in terms of key personnel at CSK that you're targeting, you're keeping and how many are staying? And then as you evaluate the stores going out west and how those stores are staffed and in terms of what you may need in terms of labor?

Tony, this is Ted. Well, operationally out in the field, we have kept basically everyone. We've moved a person from the O'Reilly side out to help in the integration as a vice president of CSK integration, and then there too, VPs had been around a long time are really experienced long-term CSK management, and they have rolled out to divisional VP roles. And so their regional managers are the same. We've added a couple of regional managers to get better coverage.

From a sales standpoint, they had an outstanding couple of people out in the field to be regional sales directors. So we feel in real good shape from just the leadership in the field.

Same way in the distribution center. They had an outstanding individual that will continue to be our vice president of West Coast distribution.

So overall, I'd say -- it's looking real good. We're spending a lot of time out there with them and obviously passing on the culture. And helping them in the evaluations of market opportunities is somewhat new to them because they're looking at things with a little different perspective, but it's going well.

And when you look, and I guess maybe this is more a question for Tom, at the CSK and the guidance in terms of the comp, you're negative 4%, 3%, and you're sort of going back to your original sort of range, are you looking at benefits that you're starting to receive on the CSK side of things and that's perhaps why you see improvement sequentially from Q3 into Q4? And you are not saying hey, things may still be at that minus 4 level but we're going to take it back down to the 1% to 3%?

Well the two items that I guess I would comment on here is we've seen their comp trend improve. And then, another odd item with the date of the acquisition, if we included the same period of time that our comps include from July 1st through September 30th, their comps would have been I would say quite a bit better. That first 11 days excluding it because we didn't own them negatively impacted their comps for the quarter. So when we look at a full quarter and given the current run rate, we're comfortable with the guidance that we have given.

Okay, okay. And at what point, when you look out into next year and obviously -- how should we think about the contribution from -- outlook you sort of quantified some of the contribution from vendors and the benefit there, but how does that roll out as you do conversions? Is that a situation where, as you get that store up and running and converted over, that's when you start to see that benefit of that new inventory is replenished? How should we think about that from a standpoint of getting that full benefit of the $75 million or so that you indicated?

Well, the full benefit of the $75 million requires us to align all the product offerings across the chain unless in specific instances we decide to carry different products based on markets. But that's really determined on this line-by-line changeover across the chain, so we'll see that over the next year to year and a half as we review every category and match up the product offerings.

Okay. Perfect. Thanks, guys. I appreciate it.

Peter Benedict, Wachovia.

Benedict. Could you talk about the competitive response you are seeing if any to the initial price adjustments that you're making out in those Western stores?

We've really -- the situation is that due to maybe lack of attention and a little bit of strategy I guess relative to CSK's promotional initiatives, in many cases, CSK just wasn't competitive on the hard parts sort of the business side of the business, which to us is obviously the most important. And also, on some of the commodity items that are items that consumers can easily compare prices. There's not been a market response because our position is that we want to be competitive. We're not going out and trying to lower prices in the marketplace. We're just trying to be competitive with the competitors that exist in the market, so we have not seen a material response at this point.

Got you. Makes sense. Thanks. And then just on the gross margin, if we try to look just at the O'Reilly stores or the legacy O'Reilly stores, first half of year, gross margins were up anywhere from 35 to 70 basis points. With the new buying of synergies, can we assume in the third quarter that the gross margins were up at least that 70 level or was it even better than that?

Well, there's no question that the O'Reilly gross margin has improved and will continue to improve. We're going to stop short of trying to quantify the O'Reilly gross margin and the CSK gross margin stand alone because they cross over so much now due to the buying synergy and some of the things that have happened as part of the acquisition. And then from an SG&A perspective, obviously, we don't have -- it's hard to divide the company into two pieces.

So your assumption would be close. We're improving our acquisition costs incrementally as we start to roll out our product lines and that improvement is reflected in the O'Reilly gross margin performance as well as the CSK.

Thanks, and just one more. It sounded like there's a bit of a CSK hub store concept taking form, I guess the stores that are getting the $200,000 of additional inventory. Approximately how many stores can each of those hub stores service?

Well, it varies a lot by market. Some of the bigger markets, Phoenix and southern California, each one can service several stores and in many cases it's just the density of a store because in southern California you can't draw the circle very big because of traffic and so forth. But typically a hub store would service anywhere from 10 to 20 stores, something like that, in some cases more.

Yes, we in some of the smaller markets where we may have eight or nine stores, it could service as small as six, seven, eight stores, although that inventory would be adjusted down for that number of stores from a coverage standpoint.

So now all of the inventory rollouts we're doing right now at CSK are not necessarily hub stores. Some of them are just big, good markets with a lot of installer base. So that evaluation is ongoing right now as we spend more time in the markets.

Okay, thanks very much.

Jon Braatz, Kansas City Capital.

I don't know if you can touch on this or not, but as you look into 2009, what type of opportunities in terms of free cash flow is there, and your ability to maybe pay back a little bit of debt? Any thoughts on that whole cash flow process?

Morning, Jonathan. This is Tom. We'll give guidance for that. What we need to do to get clarity on our cash flow and what drives a lot of our free cash flow is our A/P'ed inventory percentage. And that's part of a component of all the deals that are out there getting done or what the net acquisition cost is going to be, what are the terms going to be? So as we get more clarity on that, we'll let you know on the next call, but that's a key factor and I couldn't give you great information on that right now.

Okay. And are the DCs going to be purchased or leased? Or is that up for grabs still?

It depends on the specific economics of the sites. Because of the costs involved in opening a DC, the material handling equipment and the leasehold improvements, they are a long-term commitment for us and would tend to make us want to own those facilities because we would plan to be there for a long period of time. But given the right economics, we wouldn't be averse to leasing them.

Okay. Than last, secondly, I think you -- I think Greg mentioned that you identified 119 stores, CSK stores with a good installer market with space available. Is that suggesting that there will be CSK stores that probably will not have sort of an installer base opportunity or potential? Or is that just the initial opportunity you see?

Jon, this is Ted. That's just the initial opportunity. There's -- I'd guesstimate right now that probably 90% plus of CSK stores will have an installer opportunity. In our world, O'Reilly world, it's even higher than that. But as you spend time out in California, there's some real dense retail areas where we have stores that overlap pretty close that may not make sense to have installer business run out of every store. But again, it will be in the high 90% or mid 90%, I bet.

How long does it take to train the personnel that maybe weren't there and bring somebody in or train that person to be able to effectively work that market?

Well, it's just depending on where they are at in the learning curve, how long they been in the business. Realizing we don't have enough staff to grow the installer business, we'll obviously go out and recruit and hopefully bring on some experienced parts specialist in the marketplaces that have relationships, existing relationships with the installer base to start with. That's the best approach, along with training and promoting within. We'll go both ways.

Thank you very much.

(Operator Instructions). Adam Sindler, Deutsche Bank.

Quick question. Maybe if you could comment a little bit on the situation with new car dealers, we've seen accelerated closings given the macro environment. And wondering if you stand to gain some share from those closings or if they really transfer over to other branded dealerships?

Well, I think that some of our professional and commercial customers would gain some share on some of the maintenance items that might have been done at dealerships out of convenience. Many times the work that someone has done on their car, especially the ongoing periodic maintenance, is done in some place that is convenient to their home or their work. And where there were dealerships that run oil change specials and periodic maintenance specials, they might have been desired locations for that maintenance and that work would then go to our commercial customers in many cases. So we would see some benefit from that.

But I would say that wouldn't be significant. Much of the work that the dealers do is warranty work, so the customer is going to chase down a dealer that's going to take care of their car under warranty with the majority of the repair work going to the aftermarket already.

Exactly, okay, great. That was the question, you guys. Thank you.

Vincent Sinisi, Merrill Lynch.

At this time there is no response from the line of Mr. Sinisi. Your next question comes from the line of Sharon Zackfia with William Blair.

I want to talk a little bit about when we get all of the synergies from CSK realized, 2010, 2011, as you look at the combined company, what ultimately do you think the margin potential is? Is this a combined company where operating margins could exceed what you had with the core O'Reilly business, given all of the synergies by the time we get to 2011, 2012?

Well, it's hard to project that for sure without gaining some experience with where we can get these stores to from a pure revenue perspective because the key to this as everyone knows is our ability to grow revenue in these stores to the point that we can leverage the fixed costs that they have, which are higher than some of the fixed costs that we experienced in core O'Reilly markets.

We strongly believe we can do that with the stores on average generating over $1.3 million a year now and combined commercial and retail business without really doing what we would consider to be a great job in those markets and not really being in the commercial business to the extent that we would consider it.

So I guess our hope would be that we can get these stores up in the $1.8 million to $2 million average and that by doing that, that gets our combined operating margin back to what we are as O'Reilly stand alone. And our aspiration obviously is to exceed that over time as we buy better and leverage technology to operate more efficiently and just continue to penetrate markets and further leverage our fixed costs at core O'Reilly and CSK.

Secondarily, given some of the expenditures you're going to be incurring at CSK to remodel stores and build distribution centers, could you review for us your debt facilities and whether or not you need to go to any kind of additional lending facilities to maintain the pace of conversions and infrastructure that you've outlined to us?

Sharon, this is Tom. As relates to that, our current facility we have plenty of liquidity to execute the plan. And probably excess, not probably -- we have excess capacity which we're quite happy we went out and got given the current credit markets.

Back on your question on the operating margin, we would expect to get to an operating margin that is enhanced from where we've been in the past. That will take time. The two items that are a current headwind to that are CSK's occupancy costs is more. They own less of their property, which creates a structural difference in the finance. And what we need to do is those operating costs and those leases on occupancy is higher because of the number of people in those markets and also the retail prices that are charged. So that is why we're comfortable that we're going to get them to a volume that is substantially higher than what they are now with our dual market strategy and more in line with where they've been historically and more in line with the average sales volume for an O'Reilly store in a similar demographic.

Vincent Sinisi, Merrill Lynch. Cid Wilson, Kevin Dann Partners.

Forgive me if you had talked about this because I jumped on the call a little late, but can you give us any guidance on average ticket versus actual store traffic in your core O'Reilly versus your core CSK stores?

At core O'Reilly, traffic was down slightly and ticket average was up. At CSK, we really don't have -- I don't have the data. Do you have that, Tom?

We're digging up the comparative data from the previous year (multiple speakers).

Yes. We still have a lot of systems integration stuff that we've not completed and combining the companies to report financially is obviously a challenge to do in less than one quarter. So anyway, core O'Reilly it was -- traffic was down a little bit and ticket average was up.

Okay. And also, given the economic environment, did you notice any change in terms of the percentage of your sales that were credit card transactions versus cash transactions?

We continue to experience higher credit card transactions over the last two or three years.

We've been on a trend for sometime now, Cid, with kind of a conversion of cash business from check and cash to credit card. And that rate has continued to ramp up at a steady pace over the last couple of years. I don't think we noticed anything in the third quarter that caused the rate to increase greater than what it has been.

In other words you didn't experience anything that would indicate that the customers are being more credit likely given the economic scenario?

Nothing that we hadn't already seen as a trend prior to the third quarter.

Okay. Thank you very much.

David Cumberland, Robert Baird.

Thank you. The acquisition-related charges in 2008, $0.11, that's higher than you originally guided. Why is that increasing?

Why did it increase? I'm sorry.

Yes.

The primary item that we hadn't included in our second-quarter call were the tax consequences as it relates to the transaction.

Great. And then on the $0.15 of dilution expected in 2008, is that roughly evenly split between Q3 and Q4?

Yes, it would be a little bit more in Q3 than in Q4. As we get our synergies online, that's a savings that helps offset that.

Thank you.

Mark Johnson, Principal Global.

You talked about your business maybe picking up a little bit in the back part of September. Could you talk about what you have been seeing in October?

Business has been better in October than it was in the -- than what we wrapped up the whole third quarter. We were trending up and our experience with one-third of the quarter behind us is what gave us comfort in getting guidance for core O'Reilly stores of 2% to 4% and the CSK stores of negative 1% to 3% and then 0% to 2% for the combined Company.

Last year, if you look back at our history, at the end of the third quarter, we were expecting to have a pretty solid fourth quarter because of the trend we were on, and we are surprised by the downturn at the holiday season. So that's a little bit of an unknown for us this year given the current economic environment, although we have easy comparisons during the holiday season. So the current trend and those things are what gives us confidence in giving the 2% to 4% comparable store sales guidance for O'Reilly and the negative 1% to 3% for CSK.

Okay, thanks. And then just one follow-up. I thought I heard you right in your prepared comments that you said you were going to have 185 CSK stores done by April. Is that correct?

By the end of April, yes.

And did I also hear you say that you were going to start to provide some results on that group of stores at that time?

That's right. As we complete these conversions and have that material number of them completed and some time under our belt so that we can report the progress of those stores, we will start reporting the sales progress of those stores independently, so analysts and investors can evaluate the effect on sales penetration that we've had with the changes that we've made.

Okay thank you very much. I appreciate it.

William Keller, FTN Midwest.

Just I think a quick one. Do you have any sort of preliminary CapEx guidance for next year given the number of new DCs you're looking at? And for the record, if this helps operator, we could hear the other gentlemen who was trying to ask a question earlier. Thanks.

We're not prepared to give CapEx guidance for next year yet. A lot of it will be driven on the discussions Ted talked about in our progress of adding distribution locations, as each one has a big CapEx tag on it.

And just to add to that a little bit, Tom. As Tom mentioned earlier, ideally since these are long-term commitments, we would like to own these facilities if it makes sense to do so. Although if we came across the right lease opportunity, we would do that and that's going to significantly affect our capital usage next year. So rather than give preliminary estimates on that, we are right in the middle of that right now and hope to have more clarity on that in the next month or so and we'll be giving CapEx guidance for next year on our next conference call.

Understood. Thank you.

Vincent Sinisi, Merrill Lynch.

Congratulations on a great quarter, guys. This is Vincent Sinisi in for Alan Rifkin of course at Merrill. Just a question in regard to the distribution center plans being completed by the end of 2010. How does that compare -- when you started out with the integration, how does that timeframe compare to your original expectations? And then from there, if there are any implications, whether it's faster or slower, any implications on the $100 million in synergies?

Well it's about what we had planned. We've -- we go back and forth with a partner that we have that helps us with the material handling equipment in the distribution centers. And we spent a lot of time with them over the last few weeks identifying how we can simultaneously build out these distribution centers along with our Greensboro, North Carolina distribution center and arrived at the end of 2010, providing we're able to procure real estate on our plan, which right now we're on plan to do that. We're real close to having something wrapped up in southern California. So it's equal to the plan that we originally set out to wrap up the distribution infrastructure by the end of 2010.

And just one quick follow-up. For the southern California as well as the Seattle locations that you had mentioned, do you think that is going to be completed by the end of this coming quarter? Do have any timeframe for that?

Southern California, the real estate deal will be completed. We'll have a lot of work to do --

Right, right, right, picking the locations, I meant, yes.

Seattle may or may not be. We don't have as much clarity on the Seattle distribution center right now as we do southern California, but there's a good possibility we would have it wrapped up by the end of the fourth quarter.

Okay, great. Thank you very much.

At this time, we have reached the allotted time for questions. I will now turn the conference call back over to Mr. Henslee.

Well, I would just like to thank everyone for their time this morning. As I mentioned earlier, our team is extremely excited about the prospects of the combined company, CSK and O'Reilly, and we are working hard to instill the O'Reilly culture in the CSK operations and get to a point that we can execute our dual market strategies out of those stores and are looking forward to reporting our fourth-quarter results at the end of the year. Thank you very much.

Thank you. This concludes today's O'Reilly third-quarter 2008 earnings release conference call. You may now disconnect.