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Legal Matters
12 Months Ended
Dec. 31, 2011
Legal Matters  
Legal Matters

NOTE 12—LEGAL MATTERS

 

O'Reilly Litigation:

O'Reilly is currently involved in litigation incidental to the ordinary conduct of the Company's business. The Company records reserves for litigation losses in instances where a material adverse outcome is probable and the Company is able to reasonably estimate the probable loss. The Company reserves for an estimate of material legal costs to be incurred in pending litigation matters. Although the Company cannot ascertain the amount of liability that it may incur from any of these matters, it does not currently believe that, in the aggregate, these matters, taking into account applicable insurance and reserves, will have a material adverse effect on its consolidated financial position, results of operations or cash flows in a particular quarter or annual period.

 

In addition, O'Reilly is involved in resolving governmental investigations that were being conducted against CSK and CSK's former officers and other litigation, prior to its acquisition by O'Reilly, as described below.

 

CSK Pre-Acquisition Matters – Governmental Investigations and Actions:

As previously reported, the governmental investigations of CSK regarding its legacy pre-acquisition accounting practices have concluded.

 

CSK's former Controller and its former Director of Credit and Receivables pled guilty to obstruction of justice on April 7, 2009 and April 15, 2009, respectively, as previously reported. They were sentenced on November 7, 2011. CSK's former Chief Financial Officer was sentenced, as previously reported, on September 19, 2011. No appeal followed. Accordingly, with the sentencing on November 7, 2011, criminal proceedings against former CSK employees have reached finality.

 

The action filed by the SEC on July 22, 2009, against Maynard L. Jenkins, the former Chief Executive Officer of CSK, seeking reimbursement from Mr. Jenkins of certain bonuses and stock sale profits pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, as previously reported, has also reached finality. On November 16, 2011, the Court entered a Final Judgment which required Mr. Jenkins to reimburse $2.8 million to the Company as successor SEC issuer to CSK Auto Corp. Since entry of the Final Judgment, the payment obligation created thereunder has been satisfied and O'Reilly has recorded the reimbursement as an adjustment to operating income in the fourth quarter of 2011.

 

The previously reported SEC civil action for alleged misconduct related to CSK's historical accounting practices against the former Chief Financial Officer, Controller and Director of Credit and Receivables of CSK, remains ongoing. However, on January 20, 2012, the parties filed a "Joint Report On Settlement Talks" wherein they report that offers of settlement had been made which would be presented to the Commission for its consideration and approval. The parties have requested a "complete litigation standstill" while the Commission considers the settlement offers made. Under Delaware law, the charter documents of the CSK entities, and certain indemnification agreements, CSK may have certain indemnification obligations in connection with the SEC civil action, and, as a result, O'Reilly is currently incurring legal fees in relation to the ongoing SEC litigation. Some of these indemnification obligations and other related costs may not be covered by CSK's insurance policies.

 

As a result of the CSK acquisition, O'Reilly has incurred and expects to continue to incur additional legal fees and costs related to the indemnity obligations arising from the litigation commenced by the DOJ and SEC against CSK's former employees until final resolution of the remaining matters. O'Reilly has a remaining reserve, with respect to the indemnification obligations of $14.1 million at December 31, 2011, which relates to both expected additional legal fees and costs and to the payment of those legal fees and costs already incurred.

 

The remaining litigation, as described above, is subject to uncertainty, and, given its complexity and scope, the final outcome cannot be predicted at this time. It is possible that in a particular quarter or annual period the Company's results of operations and cash flows could be materially affected by an ultimate resolution of such matter, depending, in part, upon the results of operations or cash flows for such period. However, at this time, management believes that the ultimate outcome of the pending matters, after consideration of applicable reserves should not have a material adverse effect on the Company's consolidated financial condition, results of operations or cash flows.