8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 1, 2010

O’REILLY AUTOMOTIVE, INC.

(Exact name of registrant as specified in its charter)

Missouri	000-21318	44-0618012
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

233 South Patterson

Springfield, Missouri 65802

(Address of principal executive offices, Zip code)

(417) 862-6708

(Registrant’s telephone number, including area code)

(Not Applicable)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure

On July 1, 2010, O’Reilly Automotive, Inc. (“the Company”) issued a press release announcing the date of its 2010 second quarter earnings release and conference call. The text of the press release is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Section 8 – Other Events

Item 8.01 Other Events

On July 1, 2010, the Company announced that the 6  ³/4 % Exchangeable Senior Notes due 2025 (the “notes”), which were originally issued by CSK Auto Corporation, are now exchangeable at the option of the holders and will remain exchangeable through September 30, 2010, the last trading day of the current fiscal quarter, as provided for in the Indenture governing the notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description
99.1	Press Release dated July 1, 2010
99.2	Press Release dated July 1, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 2, 2010	O’REILLY AUTOMOTIVE, INC.
	By:	/s/ Thomas McFall
	Thomas McFall
	Chief Financial Officer
	(principal financial and accounting officer)

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated July 1, 2010
99.2	Press Release dated July 1, 2010

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

O’REILLY AUTOMOTIVE, INC., ANNOUNCES DATES FOR THE 2010 SECOND

QUARTER EARNINGS RELEASE AND CONFERENCE CALL

- Earnings Release Date – Wednesday, July 28, 2010, after 5:30 pm Central Time

- Conference Call Date – Thursday, July 29, 2010, at 10:00 am Central Time

Springfield, MO, July 1, 2010 – O’Reilly Automotive, Inc. (the “Company”) (Nasdaq: ORLY) announces the release date for its second quarter 2010 earnings as Wednesday, July 28, 2010, with a conference call to follow on Thursday, July 29, 2010.

The Company’s second quarter 2010 earnings will be released after 5:30 p.m. central time on Wednesday, July 28, 2010, and can be viewed, at that time, on the Company’s website at www.oreillyauto.com by clicking on “Investor Relations” and then “News Room”.

Investors are invited to listen to the Company’s conference call discussing the financial results for the second quarter of 2010, on Thursday, July 29, 2010, at 10:00 a.m. central time, via webcast on the Company’s website at www.oreillyauto.com by clicking on “Investor Relations” and then “News Room”. A replay of the call will also be available on the Company’s website following the conference call. Interested analysts are invited to join the call. The dial-in number for the call is (706) 679-5789 and the conference call ID number is 83568329.

O’Reilly Automotive, Inc. is one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, equipment and accessories in the United States, serving both the do-it-yourself and professional installer markets. Founded in 1957 by the O’Reilly family, the Company operated 3,469 stores in 38 states as of March 31, 2010.

For further information contact: Investor & Media Contacts Mark Merz (417) 829-5878

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

O’REILLY AUTOMOTIVE INC.

ANNOUNCES EXCHANGE PERIOD FOR EXCHANGEABLE NOTES

Springfield, MO, July 1, 2010 – O’Reilly Automotive, Inc. (“O’Reilly” or “the Company”) (Nasdaq: ORLY) announced today that the 6  ³/4 % Exchangeable Senior Notes due 2025 (the “notes”), which were originally issued by CSK Auto Corporation (“CSK”), are now exchangeable at the option of the holders and will remain exchangeable through September 30, 2010, the last trading day of the current fiscal quarter, as provided for in the Indenture governing the notes. In connection with its acquisition of CSK, O’Reilly agreed to guarantee the notes, on a subordinated basis, and to issue shares of O’Reilly common stock, if any, upon any exchange of the principal amount of the notes.

The notes became exchangeable as the Company’s common stock closed at or above 130% of the Exchange Price (as defined in the Indenture governing the notes) for 20 trading days within the 30 consecutive trading day period ending on June 30, 2010. As a result, during the exchange period commencing July 1, 2010, and continuing through and including September 30, 2010, for each $1,000 principal amount of the notes held, holders of the notes may, if they elect, surrender their notes for exchange. The Company expects to settle each note surrendered for exchange with cash in an amount equal to $1,000 in cash and shares of O’Reilly common stock in excess thereof, subject to the terms of the Indenture. The notes currently have the entire $100 million principal amount outstanding.

O’Reilly Automotive, Inc. is one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, equipment and accessories in the United States, serving both the do-it-yourself and professional installer markets. Founded in 1957 by the O’Reilly family, the Company operated 3,469 stores in 38 states as of March 31, 2010.

The Company claims the protection of the safe-harbor for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements 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, integration and expansion strategy, business strategies, future revenues and future performance. These forward-looking statements are based on estimates, projections, beliefs and assumptions and 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 including the acquisition of CSK Auto Corporation (“CSK”), weather, terrorist activities, war and the threat of war. Actual results may materially differ from anticipated results described or implied in these forward-looking statements. Please refer to the “Risk Factors” section of the annual report on Form 10-K for the year ended December 31, 2009, for additional factors that could materially affect our financial performance.

For further information contact: Investor & Media Contacts Mark Merz (417) 829-5878