O'Reilly Auto Parts 2012 Annual Report Download - page 73

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conditions, for a three-year period. The Company and its Board of Directors may increase or otherwise modify, renew, suspend or
terminate the share repurchase program at any time, without prior notice. During 2012, the Company’s Board of Directors approved
resolutions to increase the cumulative authorization amount to $3.0 billion. Each prior $500 million authorization was effective for a
three-year period, and expires November 12, 2015.
The following table identifies shares of the Company’s common stock that have been repurchased as part of the Company’s publicly
announced share repurchase program (in thousands, except per share data):
For the Year Ended December 31,
2012 2011
Shares repurchased 16,201 15,877
Average price per share $ 89.20 $ 61.49
Total investment $ 1,445,044 $ 976,322
As of December 31, 2012, the Company had $578.6 million remaining under its share repurchase program. Subsequent to the end of
the year and through the date of this filing, the Company repurchased an additional 2.1 million shares of its common stock under its
share repurchase program at an average price of $90.09 for a total investment of $185.6 million. The Company has repurchased a
total of 34.1 million shares of its common stock under its share repurchase program since the inception of the program in January of
2011 through and including February 28, 2013, at an average price of $76.37 for a total aggregate investment of $2.6 billion.
NOTE 10 – SHARE-BASED EMPLOYEE COMPENSATION PLANS AND OTHER COMPENSATION AND BENEFIT
PLANS
The Company recognizes share-based compensation expense based on the fair value of the grants, awards or shares at the time of the
grant, award or issuance. Share-based compensation includes stock option awards issued under the Company’s employee incentive
plans and director stock plan, restricted stock awarded under the Company’s employee incentive plans, performance incentive plan
and director stock plan, stock issued through the Company’s employee stock purchase plan and stock awarded to employees through
other benefit programs.
The table below identifies the shares that have been authorized for issuance and the shares available for future issuance under the
Company plans, as of December 31, 2012 (in thousands):
Plans
Total Shares Authorized for
Issuance under the Plans
Shares Available for Future Issuance
under the Plans
Employee Incentive Plans 34,000 6,544
Director Stock Plan 1,000 277
Performance Incentive Plan 650 381
Employee Stock Purchase Plan 4,250 1,002
Profit Sharing and Savings Plan 4,200 349
Stock options:
The Company’s employee incentive plans provide for the granting of stock options for the purchase of the common stock of the
Company to certain key employees of the Company. Employee stock options are granted at an exercise price that is equal to the
closing market price of the Company’s common stock on the date of the grant. Employee stock options granted under the plans expire
after ten years and typically vest 25% per year, over four years, or the minimum required service period. The Company records
compensation expense for the grant date fair value of the option awards, adjusted for estimated forfeitures, evenly over the vesting
period.
The table below identifies the employee stock option activity under these plans during the year ended December 31, 2012: