UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 11 K
ANNUAL REPORT OF EMPLOYEE STOCK PURCHASE, SAVING AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark
One)
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Annual Report Pursuant to
Section 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended December 31, 2007
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Or
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o
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Transition Report Pursuant to
Section 15(d) of the Securities Exchange Act of 1934
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For the transition period from to
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Commission file number: 0-21318
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A.
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Full title of the plan
and the address of the plan, if different from that of the Issuer named
below.
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OReilly Automotive, Inc.
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Profit Sharing and Savings Plan
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B.
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Name of issuer of the
securities held pursuant to the plan and the address of its principal
executive office:
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OReilly Automotive, Inc.
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233 South Patterson
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Springfield, Missouri 65802
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REQUIRED INFORMATION
The following audited financial statements are being furnished for the
OReilly Automotive, Inc. Profit Sharing and Savings Plan (the Plan):
1.
Statements of Net
Assets Available for Benefits as of December 31, 2007 and 2006.
2.
Statement of
Changes in Net Assets Available for Benefits for the year ended December 31,
2007.
EXHIBITS
Exhibit No.
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Description
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23.1
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Consent of Independent Registered Public Accounting Firm
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SIGNATURES
The
Plan.
Pursuant to the requirements of the
Securities Exchange Act of 1934, the trustees (or other persons who administer
the employee benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
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OREILLY AUTOMOTIVE,
INC.
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PROFIT SHARING AND
SAVINGS PLAN
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By:
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/s/ Thomas McFall
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Executive Vice President and CFO
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OReilly
Automotive, Inc.
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June 27,
2008
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Financial Statements and Schedule
(Modified Cash Basis)
OReilly Automotive, Inc.
Profit Sharing and Savings Plan
December 31,
2007 and 2006, and the year ended
December 31,
2007
with Report of Independent Registered Public
Accounting Firm
OReilly Automotive, Inc.
Profit Sharing and Savings Plan
(Modified Cash Basis)
Financial Statements
and Schedule
December 31,
2007 and 2006, and the year ended
December 31,
2007
Contents
Report of Independent Registered Public
Accounting Firm
The Plan Administrators and Participants
OReilly
Automotive, Inc.
Profit Sharing and Savings Plan
We have audited
the accompanying statements of net assets available for benefits (modified cash
basis) of the OReilly Automotive, Inc. Profit Sharing and Savings Plan (the
Plan) as of December 31, 2007 and 2006, and the related statement of changes in
net assets available for benefits (modified cash basis) for the year ended December
31, 2007. These financial statements are
the responsibility of the Plans management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our
audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of
the Plans internal control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Plans internal control over financial
reporting. Accordingly, we express no
such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
As described in Note 1, the financial statements and supplemental
schedule were prepared on the modified cash basis of accounting, which is a
comprehensive basis of accounting other than U.S. generally accepted accounting
principles.
In our opinion,
the financial statements referred to above present fairly, in all material
respects, information regarding the Plans net assets available for benefits
(modified cash basis) as of December 31, 2007 and 2006, and the changes in
net assets available for benefits (modified cash basis) for the year ended December 31,
2007, on the basis of accounting described in Note 1.
Our audits were
performed for the purpose of forming an opinion on the financial statements
taken as a whole. The accompanying
supplemental schedule (modified cash basis) of assets (held at end of year) as
of December 31, 2007, is presented for purposes of additional analysis and
is not a required part of the financial statements but is supplementary
information required by the Department of Labors Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974. This supplemental schedule
(modified cash basis) is the responsibility of the Plans management. The supplemental schedule (modified cash
basis) has been subjected to the auditing procedures applied in our audit of
the financial statements and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a whole.
Kansas City,
Missouri
June 26,
2008
OReilly
Automotive, Inc.
Profit Sharing and Savings Plan
Statements
of Net Assets Available for Benefits
(Modified Cash Basis)
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December 31,
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2007
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2006
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Assets:
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Investments, at fair value (Note 3)
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$
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147,315,007
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$
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140,857,222
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Adjustment from fair value to contract
value for interest in fully benefit-responsive investment contracts in common collective trust
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(68,226
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)
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98,220
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Net assets available for benefits
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$
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147,246,781
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$
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140,955,442
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See
accompanying notes.
2
OReilly Automotive, Inc.
Profit
Sharing and Savings Plan
Statement
of Changes in Net Assets Available for Benefits
(Modified Cash Basis)
Year ended December 31, 2007
Additions:
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Dividend and interest income
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$
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4,247,772
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Contributions:
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Rollovers from other plans
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387,514
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Employer
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7,156,748
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Employee
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8,049,203
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19,841,237
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Net realized and unrealized appreciation in
fair value of investments (Note 3)
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488,968
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Total additions
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20,330,205
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Deductions:
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Distributions to participants
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(13,420,238
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Administrative expenses
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(618,628
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Net increase
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6,291,339
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Net assets available for benefits, at
beginning of year
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140,955,442
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Net assets available for benefits, at end
of year
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$
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147,246,781
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See accompanying notes.
3
OReilly Automotive, Inc.
Profit Sharing and Savings Plan
(Modified Cash Basis)
Notes to
Financial Statements
December 31,
2007
1.
Summary of
Significant Accounting Policies
The
following is a summary of the significant accounting policies of the OReilly
Automotive, Inc. (the Company) Profit Sharing and Savings Plan (the
Plan):
Basis of Presentation
The accompanying
financial statements have been prepared on the modified cash basis of
accounting, which is a comprehensive basis of accounting other than U.S.
generally accepted accounting principles.
Under this basis, contributions are recorded when received rather than
in the period to which they relate, and expenses are recorded when paid rather
than when incurred. Investments are
stated at fair value.
In December 2005,
the Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG
INV-1 and SOP 94-4-1,
Reporting of Fully
Benefit-Responsive Investment Contracts Held by Certain Investment Companies
Subject to the AICPA Investment Company Guide and Defined-Contribution Health
and Welfare and Pension Plans
(the FSP). The FSP defines the circumstances in which an
investment contract is considered fully benefit responsive and provides certain
reporting and disclosure requirements for fully benefit responsive investment
contracts in defined contribution health and welfare and pension plans. The financial statement presentation and
disclosure provisions of the FSP are effective for financial statements issued
for annual periods ending after December 15, 2006 and are required to be
applied retroactively to all prior periods presented for comparative
purposes. The Plan has adopted the
provisions of the FSP at December 31, 2006.
As required by the FSP,
investments in the accompanying Statements of Net Assets Available for Benefits
include fully benefit-responsive investment contracts recognized at fair
value. AICPA Statement of Position
94-4-1,
Reporting of Investment Contracts Held by Health
and Welfare Benefit Plans and Defined Contribution Pension Plans
, as
amended, requires fully benefit-responsive investment contracts to be reported
at fair value in the Plans Statement of Net Assets Available for Benefits with
a corresponding adjustment to reflect these investments at contract value. Adoption of the FSP had no effect on the
Statement of Changes in Net Assets Available for Benefits for any period
presented.
Valuation of Investments
The value of investments
in registered investment company funds and OReilly Automotive, Inc.
common stock is based on quoted market values received from SunTrust Bank,
Central Florida, N.A. (SunTrust) on the last business day of the plan year. The fair value of the Plans interest in the
SunTrust Retirement Stable Asset Fund and the Sun Trust Retirement 500 Index
Fund Class C are determined based on information provided by
4
OReilly Automotive, Inc.
Profit
Sharing and Savings Plan
(Modified Cash Basis)
Notes to Financial Statements (Continued)
1. Summary of Significant Accounting Policies
(continued)
Valuation of Investments
(continued)
SunTrust, trustee of the
Plan, using the audited financial statements of the collective trusts at
year-end. Participant loans are valued
at their outstanding balances, which approximates fair value.
Administrative Expenses
The Plan pays all administrative expenses.
Use of Estimates
The preparation of
financial statements requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from
those estimates.
Recent
Accounting Pronouncements
During 2006
the Financial Accounting Standards Board (FASB) issued FASB Statement No. 157
Fair Value Measurements. This
statement defines fair value as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. It
provides a frame-work for measuring fair value and requires additional
disclosures about fair value measurements.
This statement applies only to fair value measurements already required
or permitted by other statements; it does not impose additional fair value
measurements. This statement is
effective for fair value measurements in fiscal years beginning after November 15,
2007. Management does not currently
expect this statement to have a material impact on the Plans net assets or
results of operations.
During the
first quarter of 2007, the FASB issued FASB Statement No. 159 The Fair
Value Option for Financial Assets and Financial Liabilities. This statement allows entities to choose, at
specified dates, to measure certain financial instruments and firm commitments
at fair value if fair value measurement was not already required by other
guidance. Subsequent unrealized gains
and losses due to changes to fair value would be recognized in earnings. Additionally, this statement establishes
presentation and disclosure requirements to facilitate comparisons between
entities that choose different measurement attributes for similar types of
assets and liabilities. This statement
is effective at the beginning of fiscal years beginning after November 15,
2007. Management does not expect this
statement to have a material effect on the Plans net assets or results of
operations.
5
OReilly Automotive, Inc.
Profit
Sharing and Savings Plan
(Modified Cash Basis)
Notes to
Financial Statements (Continued)
2. Description of the Plan
The following description
of the Plan is provided for general information only. Participants should refer to the plan agreement
for a more complete description of the Plans provisions.
The Plan is a defined contribution pension plan providing retirement
benefits to substantially all employees of the Company who have attained age 21
and completed six months of employment. The
Plan is sponsored by the Company and is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
The Plan allows
participants to contribute up to 100% of their annual compensation to the Plan
up to $15,500 ($15,000 for 2006). The
Company has elected to contribute 50% of each employees voluntary contribution
up to 2% of the employees compensation and 25% of the next 4% of each
employees voluntary contribution.
Additionally, the Company may make voluntary contributions to the Plan
annually, as determined by its Board of Directors, up to a maximum aggregate
company contribution of 15% of participants annual compensation. Participants are eligible for these voluntary
contributions after at least 1,000 hours of service in a 12 consecutive month
period of employment and to be employed on the last day of the plan year. All employer contributions are initially
invested in the OReilly Automotive, Inc. Stock Fund. Participants may reallocate the employer
contribution after the initial investment.
Participants may elect to allocate their contributions to their account
balances in various equity, bond or fixed income funds or the OReilly
Automotive, Inc. Stock Fund, or a combination thereof. During the year ended December 31, 2007, the
Plan received discretionary contributions from the Company amounting to
approximately $4,200,000, not including matching contributions.
Participants are
immediately vested with respect to their voluntary contributions. With respect to employer contributions,
participants become 20% vested after two years of service with the
Company. Vesting increases in 20%
increments annually to 100% after six years of consecutive service.
Each participants
account is credited with the participants contribution and an allocation of
the Companys contribution and Plan earnings.
Allocations of Company contributions are based on participant
contributions and compensation. Allocations
of Plan earnings are based on participants account balances. The non-vested portions of terminated
participants account balances are forfeited and such forfeitures serve to
reduce future administrative expenses and employer contributions. At December 31, 2007 and 2006, the Plan
retained $146,759 and $474,286 in forfeitures, respectively.
Participating
employees are entitled to borrow from the Plan the lesser of $50,000 or 50% of
the employees vested account balance at a rate equal to one percentage point
above the prime interest rate in effect, as reported in the
The Wall Street
Journal,
on the last business day of the month prior to the date the loan
is made. Loans are repaid by payroll
deductions over a period no longer than five years.
6
OReilly
Automotive, Inc.
Profit
Sharing and Savings Plan
(Modified Cash Basis)
Notes to
Financial Statements (Continued)
2.
Description of the Plan (continued)
Although it has
not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to
the provisions of ERISA. In the event of
plan termination, participants will become 100% vested in their accounts.
Benefit
distributions are payable in monthly payments to the beneficiary or in a lump
sum, as elected by the participant. At December 31,
2007, and 2006, terminated employees had approximately $343,580 and $70,528,
respectively, included in net assets available for benefits, which were to be
paid in 2008 and 2007, respectively.
3.
Investments
At December 31,
2007 and 2006, the Plans investments are held by SunTrust, in a
bank-administered trust fund. SunTrust
has authority for the purchase and sale of investments based on participant
discretion, subject to certain restrictions as specified in the trust agreement
and in ERISA.
The fair value of
individual investments that represent 5% or more of the Plans net assets are
as follows:
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December 31,
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2007
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2006
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SunTrust common
collective trusts:
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Retirement
Stable Asset Fund
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$
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12,955,600
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$
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11,808,752
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OReilly
Automotive, Inc. common stock:
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Participant
Directed
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$
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76,997,072
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$
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76,128,014
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T. Rowe Price
Retirement 2020 Fund R
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$
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11,305,074
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$
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7
OReilly
Automotive, Inc.
Profit
Sharing and Savings Plan
(Modified Cash Basis)
Notes to
Financial Statements (Continued)
3. Investments (continued)
During 2007, the
Plans investments (including investments purchased, sold, as well as held,
during the year) appreciated (depreciated) in fair value as follows:
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Net Realized And
Unrealized Appreciation
(Depreciation) in Fair
Value of Investments
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Year
ended December 31, 2007
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Collective
trusts
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$
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872,635
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Registered
investment company funds
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(1,660,323
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)
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OReilly
Automotive, Inc. common stock
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1,276,656
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$
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488,968
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4. Income Tax Status
The Plan has received a determination letter from the
Internal Revenue Service dated September 9, 2003, stating that the Plan is
qualified under Section 401(a) of the Internal Revenue Code (the Code)
and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the
Internal Revenue Service, the Plan was restated. Once qualified, the Plan is required to
operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is
being operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan, as restated, is qualified and the related
trust is tax exempt.
8
OReilly
Automotive, Inc.
Profit
Sharing and Savings Plan
(Modified Cash Basis)
Notes to
Financial Statements (Continued)
5.
Related Party Transactions
Certain Plan
investments are shares in common and collective trusts managed by
SunTrust. SunTrust is the Trustee as
described by the Plan and, therefore, these transactions qualify as
party-in-interest transactions. Certain
Plan investments are shares in the common stock of OReilly Automotive, Inc. OReilly Automotive, Inc. is the Plan
sponsor as described by the Plan and, therefore, these transactions qualify as
party-in-interest transactions.
6.
Risks and Uncertainties
The Plan invests
in various investment securities.
Investment securities are exposed to various risks such as interest
rate, market and credit risks. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statements of
net assets available for benefits.
7.
Reconciliation of Financial
Statements to Form 5500
The following is a reconciliation of net assets available for benefits
per the financial statements at December 31, 2007, to the Form 5500:
Net assets
available for benefits per the financial statements
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$
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147,246,781
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Adjustment from
contract value to fair value for fully benefit- responsive investment
contracts
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68,226
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Net assets
available for benefits per the Form 5500
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$
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147,315,007
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The following is a reconciliation of the net increase in net assets
available for benefits per the financial statements and net income on the Form 5500
for the year ended December 31, 2007:
Net increase in
net assets available for benefits per the financial statements
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$
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6,291,339
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Adjustment to
reflect change in fair value for interest in fully benefit- responsive
investment contracts
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68,226
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Net income per
the Form 5500
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$
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6,359,565
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9
Supplemental Schedule
(Modified Cash
Basis)
10
OReilly
Automotive, Inc.
Profit
Sharing and Savings Plan
Schedule H, Line 4i
Schedule
of Assets (Held at End of Year)
(Modified
Cash Basis)
E.I.N. 44-0618012, Plan No. 002
December 31,
2007
Identity of Issue, Borrower,
Lessor, or Similar Party
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Fair Value
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SunTrust mutual
funds*:
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STI Classic
Large Cap Value Equity I
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$
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3,325,384
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STI Classic
Prime Quality Money Market Fund
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146,759
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STI Classic
Small Cap Value Equity I
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2,437,990
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SunTrust common
and collective trusts*:
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SunTrust
Retirement 500 Index Fund Class C
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7,301,469
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SunTrust
Retirement Stable Asset Fund
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12,955,600
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Registered
investment company mutual funds:
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American Century
Value A
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1,672,091
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Federated
Kaufman Fund A
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4,098,847
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Fidelity Advisor
Equity Income T
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2,819,799
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Goldman Sachs
Mid Value Fund A
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888,556
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MFS Research
Bond Fund A
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4,619,397
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Royce Value Plus
Service
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1,093,790
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T. Rowe Price
Growth Stock Fund R
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3,948,175
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T. Rowe Price
Retirement 2010 Fund - R
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70,268
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T. Rowe Price
Retirement 2020 Fund - R
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11,305,074
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T. Rowe Price
Retirement 2030 Fund - R
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1,559,955
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|
T. Rowe Price
Retirement 2040 Fund - R
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107,850
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T. Rowe Price
Retirement 2040 Fund - R
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73,672
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Templeton Growth
Fund A
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4,912,725
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OReilly
Automotive, Inc. common stock*
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76,997,072
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Participant
loans (interest rates ranging from 5.00% to 10.5% maturities through
5/24/2020)
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6,980,534
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$
|
147,315,007
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|
*
Party-in-interest to the Plan
11
OReilly
Automotive, Inc.
Profit
Sharing and Savings Plan
EXHIBIT INDEX
Exhibit No.
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Description
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23.1
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Consent of Independent
Registered Public Accounting Firm
|
12
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