Report of Independent Registered Public Accounting Firm
The Plan Administrators and Participants
O’Reilly Automotive, Inc.
Profit Sharing and Savings Plan
We have audited the accompanying statements of net assets available for benefits (modified cash basis) of the O’Reilly Automotive, Inc. Profit Sharing and Savings Plan (the Plan) as of December 31, 201
2
and 201
1
, and the related statement of changes in net assets available for benefits (modified cash basis) for the year ended December 31, 201
2
.
These financial statements are the responsibility of the Plan's 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 Plan's 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 Plan's 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 a 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, the net assets available for benefits (modified cash basis) of the Plan at December 31, 201
2
and 201
1
, and the changes in its net assets available for benefits (modified cash basis) for the year ended December 31, 201
2
, on the basis of accounting described in Note 1
.
Our audits were
conducted
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, 2012
, 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 Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
Such information has been subjected to the auditing procedures applied in our audits 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
.
/s/ Ernst & Young LLP
Kansas City, Missouri
June 2
8
, 201
3
O’Reilly Automotive, Inc.
Profit Sharing and Savings Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(MODIFIED CASH BASIS)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2012
|
|
2011
|
Investments, at fair value (Note 4)
|
$
|
427,458
|
|
$
|
375,207
|
Notes receivable from participants
|
|
18,812
|
|
|
16,308
|
Net assets available for benefits, at fair value
|
|
446,270
|
|
|
391,515
|
Adjustment from fair value to contract value for interest in fully benefit-responsive investment contracts in common collective trust
|
|
(267)
|
|
|
(256)
|
Net assets available for benefits
|
$
|
446,003
|
|
$
|
391,259
|
See accompanying notes to financial statements.
O’Reilly Automotive, Inc.
Profit Sharing and Savings Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(MODIFIED CASH BASIS)
(In thousands)
|
|
|
|
|
|
|
For the Year Ended
|
|
December 31, 2012
|
Additions:
|
|
|
Investment income:
|
|
|
Net realized and unrealized appreciation in value of investments (Note 3)
|
$
|
46,557
|
Dividend and interest income
|
|
5,406
|
Total investment income
|
|
51,963
|
Interest income on notes receivable from participants
|
|
774
|
Contributions:
|
|
|
Rollover from other plans
|
|
877
|
Employer
|
|
18,476
|
Participant
|
|
29,759
|
Total contributions
|
|
49,112
|
Total additions
|
|
101,849
|
|
|
|
Deductions:
|
|
|
Distributions to participants
|
|
45,273
|
Administrative expenses
|
|
1,832
|
Total deductions
|
|
47,105
|
|
|
|
Net increase in net assets available for benefits
|
|
54,744
|
Net assets available for benefits at the beginning of the year
|
|
391,259
|
Net assets available for benefits at the end of the year
|
$
|
446,003
|
See accompanying notes to financial statements.
O’R
EILLY AUTOMOTIVE, INC.
Profit Sharing and Savings Plan
(Modified Cash Basis)
NOTES TO FINANCIAL STATEMENTS
December 31,
20
12
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
The
items identified below are summaries
of the significant accounting policies of the O’Reilly 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
United States
generally accepted accounting principles
(“US GAAP”)
. Under this basis,
employer and participant contributions
are recorded when received rather than in the period to which they relate, and expenses are recorded when paid rather than when incurred
.
Valuation of Investments
Investments are stated at fair value or contract value. Shares of
registered investment company funds and
shares of the Company’s
common stock
are valued
based on quoted market
prices as of
the last business day of the
P
lan year. The
fair
value
s
of the Plan’s interest in the
T. Rowe Price
Stable
Value
Fund
was
determined based on information provided by
T. Rowe Price
, trustee of the Plan, using the audited financial statements of the
common
collective trust at
December 31, 201
2 and 2011.
As
required by the
Financial Accounting Standards Board (“
FASB
”)
standards,
investment contracts held by a defined contribution plan are required to be reported at fair value.
Additionally,
fully benefit-responsive investment contracts
are
to be reported at fair value with a corresponding adjustment to reflect these investments at contract value.
The Plan invests in the
T. Rowe Price Stable Value Fund
, which is a
fully benef
it-responsive investment contact. The Statement
s
of Net Assets Available for Benefits
at December 31, 201
2 and 2011
,
report the
T. Rowe Price Stable Value Fund
at its fair value with a corresponding adjustment to reflect its contract value.
Fair Value Measurements
The Plan performs fair value measurements in accordance with the FASB Accounting Standards Codifications (ASC) 820,
Fair Value Measurements and Discl
o
sures
(
“
ASC 820
”
)
. Please refer to Note 4 for the fair value measurement disclosures associated with the Plan’s investments.
Notes Receivable from participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned.
The notes receivable from participants are secured by the vested account balances of the borrowing participants. No allowance for credit losses was recorded as of December 31, 201
2
or 20
1
1
. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be in default
a deemed
distribution
is recorded
, which is a taxable event for the participant.
A loan offset is recorded to reduce the participant’s account balance by the outstanding amount of the loan when the loan has been determined to be in default and the participant account incurs a distributable event as defined in the Plan agreement.
Administrative Expenses
The Plan p
ays
trustee a
dministrative expenses up to
$350,000 and
$400
,00
0 for the plan year ended December 31, 2012 and 2011, respectively,
and all Plan related expenses incurred for consultation with third party investment advisors and legal counsel. All additional administrative
and investment related
expenses are paid by the Plan participants.
Use of Estimates
The preparation of financial statements requires management to make
certain
estimates and assumptions that affect the amounts reported in the financial statements
,
accompanying notes
and supplemental schedule
. Actual results could differ from those estimates.
2.
|
DESCRI
P
TION OF THE PLAN
|
General
The following descript
ion of the Plan is provided for general information only. Participants should refer to the plan agreement for a complete description of the Plan’s provisions.
The Plan is a defined contribution pension plan providing retirement benefits to substantially all
non-union
employees of the Company who have attained age
18
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
, as amended
(
“
ERISA
”
).
Please refer to the Plan agreement for complete information.
Trust Services
The trustee function of the Plan is performed by T. Rowe Price Company (“T. Rowe Price” or the “Trustee”). As of December 31, 2012 and 2011, the Plan investments were held by the Trustee, in various funds. The Trustee has authority for the purchase and sale of investments and makes payments from the Plan based on participant direction, subject to certain restrictions as specified in the trust agreement, the Plan document and ERISA. Certain Plan investments are shares in common and collective trusts and mutual funds managed by the Trustee and, therefore, these transactions qualify as party-in-interest transactions.
Contributions
P
articipants
may
contribute up to 100% of their annual
eligible
compensation
, as defined in the Plan document,
to the Plan up to
$17,000, and
$
16,500
for the 201
2
and 20
1
1
years
, respectively
.
P
articipants 50 years of age or older may contribute up to
$22,500 and
$
22
,000
of their annual eligible compensation
, as defined in the Plan document,
to the Plan
for the 201
2
and 20
1
1
years
, respectively
.
Eligible team members are automatically enrolled in the Plan after six months of employment and
18
years of age at a contribution rate of 2% of their annual eligible compensation
. Eligible team members
may choose not to participate by declaring their intentions to do so prior to their initial enrollment date.
The
Plan allows for a
Company
match of
10
0% of
the first 2% of
each
participant’s
voluntary contribution
and
25% of the next 4% of each
participant’s
voluntary contribution.
Additionally, the Company may make voluntary
profit sharing
contributions to the Plan annually, as determined by its Board of Directors, up to a maximum aggregate
C
ompany contribution of
2
5% of
the
participants’ annual
eligible
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
generally must
be employed on the last day of the plan year. During
the
year
s
ended December 31,
201
2
or 20
1
1
, t
he
Company did not make
any
discretionary
voluntary
contribution
s
to the Plan
.
Participants
can
elect to allocate their c
ontributions, as well as
the
employer contributions,
to various equity, bond or fixed income funds
,
the O’Reilly Automotive, Inc. Stock Fund, or a combination thereof.
Vesting
Participants are immediately vested
in all
voluntary contributions
and actual earnings on these contributions
.
Employer contributions, and earnings on employer contributions, vest based on years of service with the Company at a rate of 20% per year from years two through six and are 100% vested after six years of service.
Participant Accounts
Each participant’s account is credited with the participant’s contribution
and actual earnings
and
with
an allocation of the Company’s contribution and
actual
Plan
earnings.
Each participant account is debited with an allocation of administrative fees and investment fees not paid by the Plan.
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 se
rve to reduce future administrative expenses and employer contributions. At December 31,
20
1
2
and
20
1
1
, the Plan
retained
$
231,000
and
$
376,000
in forfeitures, respectively.
Participant Loans
Participa
nts
are e
ntitled to borrow from the Plan up to
the lesser
of
$50
,00
0
thousand
or 50% of
their
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.
Funds borrowed from the plan
as well as the
applicable interest
are
repaid by payroll deductions over a period no longer than
15
years and are secured by the participant’s vested account balance.
Payment of Benefits
Upon termination of service, death, disability, or retirement a participant may elect to receive a
partial or
lump-sum payment in an amount equal to the value of the participant’s vested account balance.
Participants may also elect to rollover their vested account balance into a different tax-qualified retirement plan or individual retirement account upon termination of service.
At December 31, 20
1
2
, terminated
participants
had approximately
$
39,000
included in Net Assets Available for Benefits, which were paid in 201
3
.
At December 31, 2011, terminated participants had approximately $
10,000
included in Net Assets Available for Benefits, which were paid in 2012.
Plan Termination
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 account
balance
s.
The Trustee holds the Plan’s investments and executes all investment transactions.
The Trustee has
authority for the purchase and sale of investments based on participant discretion, subject to certain restrictions as specified i
n the trust agreement
, the Plan document
and ERISA.
The
fair
values
of investments that represent 5% or more of the Plan’s net assets are
identified below
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2012
|
|
2011
|
O'Reilly Automotive, Inc. common stock
|
$
|
183,967
|
|
$
|
180,290
|
T. Rowe Price Retirement 2025 Fund
|
|
43,714
|
|
|
36,267
|
T. Rowe Price Retirement 2020 Fund
|
|
34,312
|
|
|
28,178
|
T. Rowe Price Retirement 2030 Fund
|
|
32,692
|
|
|
25,540
|
T. Rowe Price Retirement 2035 Fund
|
|
24,690
|
|
|
18,953
|
T. Rowe Price Retirement 2015 Fund
|
|
*
|
|
|
19,799
|
T. Rowe Price Retirement 2040 Fund
|
|
*
|
|
|
14,234
|
|
|
|
|
|
|
* Amount did not represent 5% or more of the Plan's net assets as of the period indicated.
|
During
20
1
2
, the Plan’s investments (including
gains and losses on
investments purchased, sold, as well as held, during the year)
ap
preciated in value as
identified below
(in thousands)
:
|
|
|
|
|
|
For the Year Ended December 31, 2012:
|
Net Realized and Unrealized Appreciation in Value of Investments
|
Common and collective trust
|
$
|
-
|
Registered investment company funds
|
|
25,164
|
O'Reilly Automotive, Inc. common stock
|
|
21,393
|
|
$
|
46,557
|
4.
|
FAIR VALUE MEASUREMENTS
|
The
Plan
uses the fair value hierarchy, which prioritizes the inputs used to measure the fair value of certain of its financial instruments. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).
The Plan uses the market approach to determine the fair value of its assets.
The three levels of the fair value hierarchy are set forth below:
·
|
Level 1 – Observable inputs that reflect quoted prices in active markets.
|
·
|
Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable.
|
·
|
Level 3 – Unobservable inputs in which little or no market data exists, therefore requiring the
Plan
to develop its own assumptions.
|
A
description of the valuation methodologies used
for
Plan
assets measured at fair value
are identified below
.
·
|
Common and collective trusts
:
V
alued using the
net asset value
provided by
T. Rowe Price
.
The
net asset value i
s quoted on a private market that is not active; however, the unit price is based on underlying investments which are traded on an active market.
|
·
|
Registered investment company funds
:
Valued at the net asset value of shares held by the Plan at year end.
|
·
|
Common stock
:
Valued at the closing price reported on the active market on which the individual securities are traded.
|
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.
Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement as of the reporting date.
The table
below
classifies the investment assets measured at fair value
on a recurring basis
by level within the fair value hi
erarchy as of December 31,
201
2
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
Common and collective trusts:
|
|
|
|
|
|
|
|
|
|
|
|
Stable value fund
|
$
|
6,479
|
|
$
|
-
|
|
$
|
6,479
|
|
$
|
-
|
Registered investment company mutual
f
unds:
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
|
|
|
|
|
|
|
|
|
|
|
Large cap
|
|
5,171
|
|
|
5,171
|
|
|
-
|
|
|
-
|
Mid cap
|
|
3,320
|
|
|
3,320
|
|
|
-
|
|
|
-
|
Small cap
|
|
1,395
|
|
|
1,395
|
|
|
-
|
|
|
-
|
International
|
|
|
|
|
|
|
|
|
|
|
|
Large cap
|
|
1,417
|
|
|
1,417
|
|
|
-
|
|
|
-
|
Bond fund
|
|
3,585
|
|
|
3,585
|
|
|
-
|
|
|
-
|
Balanced fund
|
|
222,096
|
|
|
222,096
|
|
|
-
|
|
|
-
|
Money market fund
|
|
28
|
|
|
28
|
|
|
-
|
|
|
-
|
Employer stock:
|
|
|
|
|
|
|
|
|
|
|
|
O'Reilly Automotive, Inc. common stock
|
|
183,967
|
|
|
183,967
|
|
|
-
|
|
|
-
|
Total investments at fair value
|
$
|
427,458
|
|
$
|
420,979
|
|
$
|
6,479
|
|
$
|
|
The following table classifies the investment assets measured at fair value
on a recurring basis
by level within the fair value hierarchy as of December 31, 20
1
1
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
Common and collective trusts:
|
|
|
|
|
|
|
|
|
|
|
|
Stable value fund
|
$
|
7,346
|
|
$
|
-
|
|
$
|
7,346
|
|
$
|
-
|
Registered investment company mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
|
|
|
|
|
|
|
|
|
|
|
Large cap
|
|
2,151
|
|
|
2,151
|
|
|
-
|
|
|
-
|
Mid cap
|
|
2,682
|
|
|
2,682
|
|
|
-
|
|
|
-
|
Small cap
|
|
2,577
|
|
|
2,577
|
|
|
-
|
|
|
-
|
International
|
|
|
|
|
|
|
|
|
|
|
|
Large cap
|
|
1,082
|
|
|
1,082
|
|
|
-
|
|
|
-
|
Bond Fund
|
|
3,347
|
|
|
3,347
|
|
|
-
|
|
|
-
|
Balanced fund
|
|
175,711
|
|
|
175,711
|
|
|
-
|
|
|
-
|
Money market fund
|
|
21
|
|
|
21
|
|
|
-
|
|
|
-
|
Employer stock:
|
|
|
|
|
|
|
|
|
|
|
|
O'Reilly Automotive, Inc. common stock
|
|
180,290
|
|
|
180,290
|
|
|
-
|
|
|
-
|
Total investments at fair value
|
$
|
375,207
|
|
$
|
367,861
|
|
$
|
7,346
|
|
$
|
-
|
The underlying non-standardized prototype plan has received an opinion letter from the Internal Revenue Service (
“
IRS
”
) dated March 31, 2008
,
stating that the form of the plan is qualified under Section 401(a) of the Internal Revenue Code (the
“
Code
”
) and
,
therefore
,
the related trust is tax-exempt.
In accordance with Revenue Procedures 201
2
-6 and 2011-49, the
P
lan administrator
has determined that it is eligible to and has chosen to rely on the current IRS prototype plan opinion letter.
Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status.
The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and
,
therefore, believes that the Plan is qualified and the related trust is tax-exempt.
US
GAAP
require
s
management
to evaluate uncertain tax positions taken by the Plan.
The financial statement effects of a
tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS.
Management
has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 201
2
, there are no uncertain positions taken.
The Plan has recognized no interest or penalties related to uncertain tax positions.
The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Management
believes it is no longer subject to income tax exa
minations for years prior to 2009
.
6.
|
RELATED PARTY TRANSACTIONS
|
Certain Plan investments are shares in common and collective trusts managed by
T. Rowe Price
.
T. Rowe Price
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 O’Reilly Automotive, Inc. O’Reilly Automotive, Inc. is the Plan sponsor as described by the Plan and,
therefore, these transactions qualify as party-in-interest
transactions.
All of these transactions are exempt from the prohibited transaction rules.
7.
|
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
S
tatements of
N
et
A
ssets
Available for B
enefits.
8.
|
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, 20
1
2
and 20
1
1
, to the
Plan’s
Form 5500
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2012
|
|
2011
|
Net assets available for benefits per the financial statements
|
$
|
446,003
|
|
$
|
391,259
|
Adjustment from contract value to fair value for fully benefit-responsive investment contracts
|
|
267
|
|
|
256
|
Net assets available for benefits per the Form 5500
|
$
|
446,270
|
|
$
|
391,515
|
The following is a reconciliation of the net
increase
in net assets available for benefits per the financial statements and net
income
on the
Plan’s
Form 5500 for the
year
ended December 31, 20
1
2
(in thousands)
:
|
|
|
|
|
|
Net increase in net assets available for benefits per the financial statements
|
$
|
54,744
|
Adjustment from contract value to fair value for interest in fully benefit-responsive investment contracts held by a common collective trust at December 31, 2012
|
|
267
|
Adjustment from contract value to fair value for interest in fully benefit-responsive investment contracts held by a common collective trust at December 31, 2011
|
|
(256)
|
Net income per the Form 5500
|
$
|
54,755
|
Certain fully benefit-responsive contracts (common collective trusts that invest in insurance contracts, synthetic contracts and separate guaranteed contracts) are recorded on the financial statements at contract value versus fair value on the Form 5500.
SUPPLEMENTAL SCHEDULE
(MODIFIED CASH BASIS)
O’Reilly Automotive, Inc.
Profit Sharing and Savings Plan
FORM 5500 SCHEDULE H, LINE 4I
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
(MODIFIED CASH BASIS)
E.I.N. 27-4358837, PLAN NO. 002
(
I
n thousands)
December 31, 20
1
2
|
|
|
|
|
|
|
|
Identity of Issuer, Borrower, Lessor or Similar Party
|
|
Current Value
|
T. Rowe Price mutual funds*:
|
|
|
|
Retirement 2005 Fund
|
|
$
|
2,968
|
Retirement 2010 Fund
|
|
|
8,809
|
Retirement 2015 Fund
|
|
|
21,302
|
Retirement 2020 Fund
|
|
|
34,312
|
Retirement 2025 Fund
|
|
|
43,714
|
Retirement 2030 Fund
|
|
|
32,692
|
Retirement 2035 Fund
|
|
|
24,690
|
Retirement 2040 Fund
|
|
|
19,148
|
Retirement 2045 Fund
|
|
|
14,719
|
Retirement 2050 Fund
|
|
|
11,773
|
Retirement 2055 Fund
|
|
|
6,603
|
Retirement Income Fund
|
|
|
1,366
|
T. Rowe Price common and collective trusts*:
|
|
|
|
TRP Stable Value Fund Sch E
|
|
|
6,479
|
Registered investment company mutual funds:
|
|
|
|
Blackrock Equity Div, I
|
|
|
939
|
Fidelity Strategic Income
|
|
|
846
|
Goldman Sachs Midcap Val, Inst
|
|
|
1,587
|
Harbor Capital Appreciation Fd
|
|
|
1,070
|
Harbor International Fund
|
|
|
868
|
Morgan Stanley Inst Mid-Cap, I
|
|
|
1,734
|
Pimco Total Return Instl
|
|
|
1,248
|
Ridgwrth Classic Sm Cp Valeqt
|
|
|
1,395
|
Thornburg Intl Value R5
|
|
|
549
|
Vanguard 500 Index Signal
|
|
|
1,498
|
Vanguard Inf Protected Sec
|
|
|
1,491
|
Vanguard Sm Cap Growth Idx Adm
|
|
|
1,663
|
O'Reilly Automotive, Inc. common stock*
|
|
|
183,967
|
Participant loans
(interest rates ranging from 4.25% to 10.75% maturities through
12/29/2027
)*
|
|
|
18,812
|
Settlement account
|
|
|
28
|
|
|
$
|
446,270
|
|
|
|
|
* Party-in-interest to the Plan
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended,
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.
O’
R
eilly Automotive, Inc.
Profit Sharing
a
nd Savings Plan
By:
/s/ Thomas McFall
Executive Vice President
of Finance
and C
hief
F
inancial
O
fficer
O’Reilly Automotive, Inc.
June
28
, 201
3
(Principal Financial and Accounting Officer)
EXHIBIT INDEX
Exhibit No.
Description
23.1
Consent
of
Independent Registered Public Accounting Firm