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Business Combination | 9 Months Ended
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Sep. 30, 2024
Business Combination |
Business combination | NOTE 2 – BUSINESS COMBINATION ​ On January 22, 2024, the Company completed the previously announced strategic acquisition of Groupe Del Vasto (“Vast Auto”), an auto parts supplier headquartered in Montreal, Quebec, Canada, pursuant to a stock purchase agreement whereby 100% of all outstanding shares of Vast Auto were acquired, with all consideration paid in cash at closing. The acquisition of Vast Auto represents O’Reilly’s entrance into the Canadian automotive aftermarket. At the time of the acquisition, Vast Auto operated two distribution centers and six satellite warehouses that support a network of 23 company-owned stores and thousands of independent jobber and professional customers across Eastern Canada. The results of Vast Auto’s operations have been included in the Company’s condensed consolidated financial statements beginning from the date of acquisition. Pro forma results of operations related to the acquisition of Vast Auto are not presented as Vast Auto’s results are not material to the Company’s results of operations. ​ The purchase price allocation process, which is still ongoing, consists of collecting data and information to enable the Company to value the assets acquired and liabilities assumed as a result of the business combination. The Company has substantially completed purchase price allocations related to working capital, including inventory, accounts receivable, accounts payable, and property, plant, and equipment. Potential identifiable intangible assets that continue to be evaluated include, but are not limited to, trade names and trademarks, non-compete agreements, and customer relationships. In addition, other assets, including internal use software, and other assumed liabilities may be identified, valued, and recorded. The Company has engaged a third-party valuation specialist to assist with the valuation of the intangible assets. This process is ongoing and the Company remains in the initial measurement period. ​ The preliminary purchase price allocation remains provisional and will change as additional information is obtained and valuation work is completed during the initial measurement period. The Company’s preliminary assessment resulted in the initial recognition of $109.8 million of goodwill and intangible assets, which has been increased by $0.4 million during the initial measurement period, including impacts from the recognition of applicable deferred taxes related to the acquisition, which is included in “Goodwill” on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2024. Goodwill generated from this acquisition is not amortizable for tax purposes.

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