O REILLY AUTOMOTIVE INC

O REILLY AUTOMOTIVE INC

FORM 10-Q (Quarterly Report)

Filed 08/08/12 for the Period Ending 06/30/12

Address

Telephone CIK

Symbol SIC Code

Industry Sector

Fiscal Year

233 S PATTERSON AVE SPRINGFIELD, MO 65802 417-829-5878 0000898173 ORLY 5531 - Auto and Home Supply Stores Auto & Truck Parts Consumer Cyclical 12/31

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 FORM 10-Q

(X)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012 OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to ____________________

Commission file number 000-21318

O'REILLY AUTOMOTIVE, INC. (Exact name of registrant as specified in its charter)

Missouri (State or other jurisdiction

of incorporation or organization)

27-4358837 (I.R.S. Employer Identification No.)

233 South Patterson Avenue Springfield, Missouri 65802 (Address of principal executive offices, Zip code)

(417) 862-6708 (Registrant's telephone number, including area code)

Not applicable (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]

No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [X] Accelerated Filer [ ] Non-Accelerated Filer [ ] Smaller Reporting Company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: Common stock, $0.01 par value ? 118,889,480 shares outstanding as of August 6, 2012.

1

TABLE OF CONTENTS Page

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Balance Sheets

3

Condensed Consolidated Statements of Income

4

Condensed Consolidated Statements of Comprehensive Income

5

Condensed Consolidated Statements of Cash Flows

6

Notes to Condensed Consolidated Financial Statements

7

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

15

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

2 4

ITEM 4 - CONTROLS AND PROCEDURES

2 4

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

2 5

ITEM 1A - RISK FACTORS

2 5

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

2 5

ITEM 6 - EXHIBITS

2 6

SIGNATURE PAGES

2 7

2

PART I FINANCIAL INFORMATION Item 1. Financial Statements

O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data)

Assets Current assets:

Cash and cash equivalents Accounts receivable, net Amounts receivable from vendors Inventory Other current assets

Total current assets

June 30, 2012 (Unaudited)

December 31, 2011 (Note)

$

367,717 $

151,936

61,709

2,145,339

37,291

2,763,992

361,552 135,149

68,604 1,985,748

56,557

2,607,610

Property and equipment, at cost Less: accumulated depreciation and amortization

Net property and equipment

3,166,389 1,013,604 2,152,785

3,026,996 933,229

2,093,767

Notes receivable, less current portion Goodwill Other assets, net

Total assets

7,404

744,131

41,780

$

5,710,092 $

10,889 743,907

44,328 5,500,501

Liabilities and shareholders' equity Current liabilities:

Accounts payable Self-insurance reserves Accrued payroll Accrued benefits and withholdings Deferred income taxes Other current liabilities Current portion of long-term debt

Total current liabilities

$

1,699,817 $

55,895

56,191

41,332

1,516

157,625

522

2,012,898

1,279,294 53,155 52,465 41,512 1,990

150,932 662

1,580,010

Long-term debt, less current portion Deferred income taxes Other liabilities

796,884 93,713

193,945

796,912 88,864

189,864

Shareholders' equity: Common stock, $0.01 par value: Authorized shares ? 245,000,000 Issued and outstanding shares ? 122,014,308 as of June 30, 2012, and 127,179,792 as of December 31, 2011 Additional paid-in capital Retained earnings

Total shareholders' equity

1,220 1,122,014 1,489,418 2,612,652

1,272 1,110,105 1,733,474 2,844,851

Total liabilities and shareholders' equity

$

5,710,092 $

5,500,501

Note: The balance sheet at December 31, 2011, has been derived from the audited consolidated financial statements at that date, but does

not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete

financial statements.

See accompanying Notes to condensed consolidated financial statements.

3

O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited) (In thousands, except per share data)

Sales Cost of goods sold, including warehouse and distribution expenses Gross profit

For the Three Months

Ended

For the Six Months Ended

June 30,

June 30,

2012

2011

2012

2011

$ 1,562,849 $ 1,479,318 $ 3,092,241 $ 2,862,056

782,988

760,657 1,550,700

1,473,614

779,861

718,661 1,541,541

1,388,442

Selling, general and administrative expenses Operating income

536,258 243,603

496,293 222,368

1,050,437 491,104

969,637 418,805

Other income (expense): Interest expense Interest income

Write-off of asset-based revolving credit facility debt issuance costs Termination of interest rate swap agreements Other, net

Total other expense

(9,140) 658 (51)

(8,533)

(6,257) 562 309

(5,386)

(18,271) 1,285 744

(16,242)

(11,494) 1,104

(21,626) (4,237) 604

(35,649)

Income before income taxes

235,070

216,982

474,862

383,156

Provision for income taxes Net income

88,950

83,210

181,250

146,910

$ 146,120 $ 133,772 $ 293,612 $ 236,246

Earnings per share-basic: Earnings per share Weighted-average common shares outstanding ? basic

$

1.17 $

0.97 $

2.33 $

1.70

124,870

137,399

125,920

138,982

Earnings per share-assuming dilution: Earnings per share Weighted-average common shares outstanding ? assuming dilution

$

1.15 $

0.96 $

2.29 $

1.67

127,188

139,716

128,261

141,289

See accompanying Notes to condensed consolidated financial statements.

4

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