Form 8-K

8-K — O REILLY AUTOMOTIVE INC

Accession: 0000898173-26-000042

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0000898173

SIC: 5531 (RETAIL-AUTO & HOME SUPPLY STORES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — orly-20260729x8k.htm (Primary)

EX-99.1 (orly-20260729xex99d1.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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O Reilly Automotive Inc_July 29, 2026

0000898173falseO Reilly Automotive Inc00008981732026-07-292026-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 29, 2026

O’Reilly Automotive, Inc.

(Exact name of registrant as specified in its charter)

Missouri

000-21318

27-4358837

(State or other jurisdiction

Commission file

(I.R.S. Employer

of incorporation or organization)

number

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)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on which Registered

Common Stock $0.01 par value

ORLY

The NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of Securities Act of 1933 (230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 2 – Financial Information

Item 2.02 – Results of Operations and Financial Condition

On July 29, 2026, O’Reilly Automotive Inc. (the “Company”) issued a press release announcing its second quarter 2026 earnings. The text of the press release is attached hereto as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits

Exhibit Number

Description

99.1

Press release dated July 29, 2026

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

The information in this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities 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.

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 29, 2026

O’REILLY AUTOMOTIVE, INC.

By:

/s/ Jeremy A. Fletcher

Jeremy A. Fletcher

Executive Vice President and Chief Financial Officer

(principal financial and accounting officer)

EX-99.1

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Exhibit 99.1

FOR IMMEDIATE RELEASE

O’REILLY AUTOMOTIVE, INC. REPORTS SECOND QUARTER 2026 RESULTS

● Second quarter comparable store sales growth of 6.0%

● 10% increase in second quarter diluted earnings per share to $0.86

● $2.4 billion of share repurchases and $2.0 billion net cash provided by operating activities year-to-date

Springfield, MO, July 29, 2026 – O’Reilly Automotive, Inc. (the “Company” or “O’Reilly”) (Nasdaq: ORLY), a leading retailer in the automotive aftermarket industry, today announced record revenue and earnings for its second quarter ended June 30, 2026.

2nd Quarter Financial Results

Brad Beckham, O’Reilly’s CEO, commented, “I would like to thank all of Team O’Reilly for their tremendous hard work and unwavering commitment to taking care of our customers each and every day. We are very pleased to report another quarter of strong performance, highlighted by a comparable store sales increase of 6.0% and a 10% increase in diluted earnings per share. Our Team continues to consistently execute our proven dual market strategy at a high level and delivered solid growth in both professional and DIY during the quarter. We remain committed to taking market share by providing unsurpassed levels of service to our customers, supported by best-in-class parts availability.”

Sales for the second quarter ended June 30, 2026, increased $367 million, or 8%, to $4.89 billion from $4.53 billion for the same period one year ago. Gross profit for the second quarter increased 8% to $2.52 billion (or 51.4% of sales) from $2.33 billion (or 51.4% of sales) for the same period one year ago. Selling, general and administrative expenses (“SG&A”) for the second quarter increased 8% to $1.53 billion (or 31.3% of sales) from $1.41 billion (or 31.2% of sales) for the same period one year ago. Operating income for the second quarter increased 8% to $986 million (or 20.2% of sales) from $914 million (or 20.2% of sales) for the same period one year ago.

Net income for the second quarter ended June 30, 2026, increased $46 million, or 7%, to $715 million (or 14.6% of sales) from $669 million (or 14.8% of sales) for the same period one year ago. Diluted earnings per common share for the second quarter increased 10% to $0.86 on 829 million shares versus $0.78 on 858 million shares for the same period one year ago.

Year-to-Date Financial Results

Mr. Beckham concluded, “As a result of our strong performance in the first half of 2026, we are raising our full-year 2026 comparable store sales guidance to a range of 4% to 6%. Our updated full-year sales outlook reflects our confidence in the strength of the underlying demand drivers within our industry, as well as our Team’s focus on providing the excellent customer service that drives long-term profitable growth. Year-to-date, we have opened 110 net, new stores across North America, and we are on track to achieve our goal of 225 to 235 net, new store openings in 2026.”

Sales for the first six months of 2026 increased $791 million, or 9%, to $9.45 billion from $8.66 billion for the same period one year ago. Gross profit for the first six months of 2026 increased 9% to $4.86 billion (or 51.5% of sales) from $4.45 billion (or 51.4% of sales) for the same period one year ago. SG&A expenses for the first six months of 2026 increased 9% to $3.04 billion (or 32.1% of sales) from $2.79 billion (or 32.2% of sales) for the same period one year ago. Operating

income for the first six months of 2026 increased 10% to $1.83 billion (or 19.3% of sales) from $1.66 billion (or 19.1% of sales) for the same period one year ago.

Net income for the first six months of 2026 increased $112 million, or 9%, to $1.32 billion (or 14.0% of sales) from $1.21 billion (or 13.9% of sales) for the same period one year ago. Diluted earnings per common share for the first six months of 2026 increased 13% to $1.58 on 836 million shares versus $1.40 on 861 million shares for the same period one year ago.

2nd Quarter Comparable Store Sales Results

Comparable store sales are calculated based on the change in sales for U.S. stores open at least one year and exclude sales of specialty machinery, sales to independent parts stores, and sales to Team Members. Online sales for ship-to-home orders and pick-up-in-store orders for U.S. stores open at least one year are included in the comparable store sales calculation. Comparable store sales increased 6.0% for the second quarter ended June 30, 2026, on top of 4.1% for the same period one year ago. Comparable store sales increased 7.0% for the six months ended June 30, 2026, on top of 3.9% for the same period one year ago.

Share Repurchase Program

During the second quarter ended June 30, 2026, the Company repurchased 16.7 million shares of its common stock, at an average price per share of $90.40, for a total investment of $1.51 billion. During the first six months of 2026, the Company repurchased 26.7 million shares of its common stock, at an average price per share of $91.17, for a total investment of $2.43 billion. Excise tax on shares repurchased, assessed at one percent of the fair market value of shares repurchased, was $24.3 million for the six months ended June 30, 2026. Subsequent to the end of the second quarter and through the date of this release, the Company repurchased an additional 7.3 million shares of its common stock, at an average price per share of $86.81, for a total investment of $632 million. The Company has repurchased a total of 1.50 billion shares of its common stock under its share repurchase program since the inception of the program in January of 2011 and through the date of this release, at an average price of $20.32, for a total aggregate investment of $30.42 billion. As of the date of this release, the Company had approximately $1.33 billion remaining under its current share repurchase authorization.

Updated Full-Year 2026 Guidance

The table below outlines the Company’s updated guidance for selected full-year 2026 financial data:

For the Year Ending

December 31, 2026

Net, new store openings

225 to 235

Comparable store sales

4.0% to 6.0%

Total revenue

$18.9 billion to $19.2 billion

Gross profit as a percentage of sales

51.5% to 52.0%

Operating income as a percentage of sales

19.3% to 19.8%

Effective income tax rate

22.5%

Diluted earnings per share (1)

$3.20 to $3.30

Net cash provided by operating activities

$3.1 billion to $3.5 billion

Capital expenditures

$1.3 billion to $1.4 billion

Free cash flow (2)

$1.8 billion to $2.1 billion

(1) Weighted-average shares outstanding, assuming dilution, used in the denominator of this calculation, includes share repurchases made by the Company through the date of this release.

(2) Free cash flow is a non-GAAP financial measure. The table below reconciles Free cash flow guidance to Net cash provided by operating activities guidance, the most directly comparable GAAP financial measure:

For the Year Ending

(in millions)

December 31, 2026

Net cash provided by operating activities

3,110

3,520

Less:

Capital expenditures

1,300

1,400

Excess tax benefit from share-based compensation payments

Free cash flow

1,800

2,100

Non-GAAP Information

This release contains certain financial information not derived in accordance with United States generally accepted accounting principles (“GAAP”). These items include adjusted debt to earnings before interest, taxes, depreciation, amortization, share-based compensation, and rent (“EBITDAR”) and free cash flow. The Company does not, nor does it suggest investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, GAAP financial information. The Company believes that the presentation of adjusted debt to EBITDAR and free cash flow provide meaningful supplemental information to both management and investors that is indicative of the Company’s core operations. The Company has included a reconciliation of this additional information to the most comparable GAAP measure in the table above and the selected financial information below.

Earnings Conference Call Information

The Company will host a conference call on Thursday, July 30, 2026, at 10:00 a.m. Central Time to discuss its results as well as future expectations. Investors may listen to the conference call live on the Company’s website at www.OReillyAuto.com by clicking on “Investor Relations.” Interested analysts are invited to join the call. The dial-in number for the call is (888) 506-0062 and the conference call identification number is 532005. A replay of the conference call will be available on the Company’s website through Thursday, July 29, 2027.

About O’Reilly Automotive, Inc.

O’Reilly Automotive, Inc. was founded in 1957 by the O’Reilly family and 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 service provider markets. Visit the Company’s website at www.OReillyAuto.com for additional information about O’Reilly, including access to online shopping and current promotions, store locations, hours and services, employment opportunities, and other programs. As of June 30, 2026, the Company operated 6,695 stores across 48 U.S. states, Puerto Rico, Mexico, and Canada.

Forward-Looking Statements

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 “estimate,” “may,” “could,” “will,” “believe,” “expect,” “would,” “consider,” “should,” “anticipate,” “project,” “plan,” “intend,” “guidance,” “target,” 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, the economy in general; inflation; consumer debt levels; product demand; a public health crisis; the market for auto parts; competition; weather; trade disputes and changes in trade policies, including the imposition of new or increased tariffs; availability of key products and supply chain disruptions; business interruptions, including terrorist activities, war and the threat of war; failure to protect our brand and reputation; challenges in international markets; volatility of the market price of our common stock; our increased debt levels; credit ratings on public debt; damage, failure, or interruption of information technology systems, including information security and cyber-attacks; historical growth rate sustainability; our ability to hire and retain qualified employees; risks associated with the performance of acquired businesses; and governmental regulations. 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, 2025, and subsequent Securities and Exchange Commission filings, for additional factors that could materially affect the Company’s financial performance. Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

For further information contact:

Investor Relations Contacts

Leslie Skorick (417) 874-7142

Eric Bird (417) 868-4259

Media Contact

Sonya Cox (417) 427-8071

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

June 30, 2026

June 30, 2025

December 31, 2025

(Unaudited)

(Note)

Assets

Current assets:

Cash and cash equivalents

262,181

198,613

193,793

Accounts receivable, net

457,785

428,828

389,793

Amounts receivable from suppliers

170,728

123,273

159,900

Inventory

5,971,856

5,399,588

5,731,385

Other current assets

337,082

165,504

269,406

Total current assets

7,199,632

6,315,806

6,744,277

Property and equipment, at cost

10,741,816

9,708,429

10,222,249

Less: accumulated depreciation and amortization

4,191,571

3,758,465

3,964,824

Net property and equipment

6,550,245

5,949,964

6,257,425

Operating lease, right-of-use assets

2,484,413

2,409,177

2,391,150

Goodwill

955,211

943,314

948,208

Other assets, net

199,615

202,358

197,193

Total assets

17,389,116

15,820,619

16,538,253

Liabilities and shareholders’ deficit

Current liabilities:

Accounts payable

7,384,958

6,858,649

7,103,684

Self-insurance reserves

214,311

158,844

297,304

Accrued payroll

176,174

145,629

119,603

Accrued benefits and withholdings

275,493

238,984

240,072

Income taxes payable

—

312,545

13,957

Current portion of operating lease liabilities

452,275

434,151

439,907

Other current liabilities

1,071,463

573,084

561,294

Total current liabilities

9,574,674

8,721,886

8,775,821

Long-term debt

7,014,543

5,823,744

6,016,904

Operating lease liabilities, less current portion

2,120,615

2,055,053

2,034,688

Deferred income taxes

238,615

211,920

211,210

Other liabilities

276,394

239,878

262,982

Shareholders’ equity (deficit):

Common stock, $0.01 par value:

Authorized shares – 1,250,000,000

Issued and outstanding shares –

816,165,813 as of June 30, 2026,

850,561,094 as of June 30, 2025, and

841,909,238 as of December 31, 2025

8,162

8,506

8,419

Additional paid-in capital

1,536,955

1,499,288

1,530,292

Retained deficit

(3,416,414)

(2,748,221)

(2,328,817)

Accumulated other comprehensive income

35,572

8,565

26,754

Total shareholders’ deficit

(1,835,725)

(1,231,862)

(763,352)

Total liabilities and shareholders’ deficit

17,389,116

15,820,619

16,538,253

Note: The balance sheet at December 31, 2025, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

For the Three Months Ended

For the Six Months Ended

June 30,

2026

2025

2026

2025

Sales

4,892,013

4,525,058

9,452,552

8,661,982

Cost of goods sold, including warehouse and distribution expenses

2,375,273

2,198,520

4,588,601

4,213,959

Gross profit

2,516,740

2,326,538

4,863,951

4,448,023

Selling, general and administrative expenses

1,530,994

1,412,068

3,036,597

2,792,087

Operating income

985,746

914,470

1,827,354

1,655,936

Other income (expense):

Interest expense

(69,871)

(57,337)

(132,616)

(114,901)

Interest income

1,589

1,885

3,337

3,549

Other, net

6,611

2,437

6,089

1,222

Total other expense

(61,671)

(53,015)

(123,190)

(110,130)

Income before income taxes

924,075

861,455

1,704,164

1,545,806

Provision for income taxes

209,011

192,860

384,919

338,726

Net income

715,064

668,595

1,319,245

1,207,080

Earnings per share-basic:

Earnings per share

0.87

0.78

1.59

1.41

Weighted-average common shares outstanding – basic

825,197

854,003

831,853

856,768

Earnings per share-assuming dilution:

Earnings per share

0.86

0.78

1.58

1.40

Weighted-average common shares outstanding – assuming dilution

828,875

858,440

835,661

861,368

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

For the Six Months Ended

June 30,

2026

2025

Operating activities:

Net income

1,319,245

1,207,080

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of property, equipment and intangibles

273,643

247,159

Amortization of debt discount and issuance costs

3,818

3,667

Deferred income taxes

27,504

(36,679)

Share-based compensation programs

17,512

18,812

Other

5,722

7,945

Changes in operating assets and liabilities:

Accounts receivable

(75,256)

(73,966)

Inventory

(239,312)

(280,899)

Accounts payable

284,815

331,082

Income taxes payable

(33,836)

314,779

Other

455,557

(227,014)

Net cash provided by operating activities

2,039,412

1,511,966

Investing activities:

Purchases of property and equipment

(552,050)

(587,685)

Proceeds from sale of property and equipment

5,142

2,695

Other, including acquisitions, net of cash acquired

(2,767)

(10,008)

Net cash used in investing activities

(549,675)

(594,998)

Financing activities:

Net proceeds of commercial paper

651,888

298,918

Proceeds from the issuance of long-term debt

847,365

—

Principal payments on long-term debt

(500,000)

—

Payment of debt issuance costs

(6,655)

(3,815)

Payment of excise tax on share repurchases

(18,718)

(17,012)

Repurchases of common stock

(2,433,023)

(1,176,640)

Net proceeds from issuance of common stock

37,763

48,167

Other

(270)

(433)

Net cash used in financing activities

(1,421,650)

(850,815)

Effect of exchange rate changes on cash

301

2,215

Net increase in cash and cash equivalents

68,388

68,368

Cash and cash equivalents at beginning of the period

193,793

130,245

Cash and cash equivalents at end of the period

262,181

198,613

Supplemental disclosures of cash flow information:

Income taxes paid

100,317

393,872

Interest paid, net of capitalized interest

119,269

110,374

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

SELECTED FINANCIAL INFORMATION

(Unaudited)

For the Twelve Months Ended

June 30,

Adjusted Debt to EBITDAR:

2026

2025

(In thousands, except adjusted debt to EBITDAR ratio)

GAAP debt

7,014,543

5,823,744

Add:

Letters of credit

197,809

162,289

Unamortized discount and debt issuance costs

30,457

26,256

Six-times rent expense

3,030,750

2,834,550

Adjusted debt

10,273,559

8,846,839

GAAP net income

2,650,374

2,423,674

Add:

Interest expense

252,779

225,470

Provision for income taxes

748,155

655,250

Depreciation and amortization

537,714

486,166

Share-based compensation expense

33,815

33,514

Rent expense (i)

505,125

472,425

EBITDAR

4,727,962

4,296,499

Adjusted debt to EBITDAR

2.17

2.06

(i) The table below outlines the calculation of Rent expense and reconciles Rent expense to Total lease cost, per ASC 842, the most directly comparable GAAP financial measure, for the twelve months ended June 30, 2026 and 2025 (in thousands):

For the Twelve Months Ended

June 30,

2026

2025

Total lease cost, per ASC 842

606,667

570,733

Less:

Variable non-contract operating lease components, related to property taxes and insurance

101,542

98,308

Rent expense

505,125

472,425

June 30,

2026

2025

Selected Balance Sheet Ratios:

Inventory turnover (1)

1.6

Average inventory per store (in thousands) (2)

892

833

Accounts payable to inventory (3)

123.7

127.0

For the Three Months Ended

For the Six Months Ended

June 30,

2026

2025

2026

2025

Reconciliation of Free Cash Flow (in thousands):

Net cash provided by operating activities

1,006,499

756,846

2,039,412

1,511,966

Less:

Capital expenditures

307,603

300,734

552,050

587,685

Excess tax benefit from share-based compensation payments

6,194

7,348

9,546

20,273

Free cash flow

692,702

448,764

1,477,816

904,008

For the Three Months Ended

For the Six Months Ended

June 30,

2026

2025

2026

2025

Revenue Disaggregation (in thousands):

Sales to do-it-yourself customers

2,336,858

2,228,566

4,526,990

4,280,425

Sales to professional service provider customers

2,469,582

2,195,840

4,760,366

4,194,433

Other sales and sales adjustments

85,573

100,652

165,196

187,124

Total sales

4,892,013

4,525,058

9,452,552

8,661,982

For the Three Months Ended

For the Six Months Ended

For the Twelve Months Ended

June 30,

2026

2025

2026

2025

2026

2025

Store Count:

Beginning domestic store count

6,495

6,298

6,447

6,265

6,360

6,152

New stores opened

181

208

Stores closed

—

Ending domestic store count

6,541

6,360

6,541

6,360

6,541

6,360

Beginning Mexico store count

121

112

New stores opened

Stores closed

—

Ending Mexico store count

126

Beginning Canada store count

New stores opened

—

Stores closed

—

(1)

—

(1)

Ending Canada store count

Total ending store count

6,695

6,483

6,695

6,483

6,695

6,483

For the Three Months Ended

For the Twelve Months Ended

June 30,

2026

2025

2026

2025

Store and Team Member Information:

Total employment

95,822

92,810

Square footage (in thousands) (4)

52,697

50,238

Sales per weighted-average square foot (4)(5)

91.10

88.76

351.82

342.83

Sales per weighted-average store (in thousands) (4)(6)

733

698

2,811

2,672

(1) Calculated as cost of goods sold for the last 12 months divided by average inventory.

(2) Calculated as inventory divided by store count at the end of the reported period.

(3) Calculated as accounts payable divided by inventory.

(4) Represents O’Reilly’s U.S. and Puerto Rico operations only.

(5) Calculated as sales less jobber sales, divided by weighted-average square footage. Weighted-average square footage is determined by weighting store square footage based on the approximate dates of store openings, acquisitions, expansions, or closures.

(6) Calculated as sales less jobber sales, divided by weighted-average stores. Weighted-average stores is determined by weighting stores based on their approximate dates of openings, acquisitions, or closures.

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Document and Entity Information Document and Entity Information

Jul. 29, 2026

Cover Page

Document type

8-K

Amendment flag

false

Document period end date

Jul. 29, 2026

Entity registrant name

O Reilly Automotive Inc

Entity central index key

0000898173

Entity incorporation, state

Entity file number

000-21318

Entity tax identification number

27-4358837

Entity address

233 South Patterson Avenue

Entity address, city

Springfield

Entity address, state

Entity address, postal zip code

65802

City area code

417

Local phone number

862-6708

Written communications

false

Soliciting material

false

Pre-commencement tender offer

false

Pre-commencement issuer tender offer

false

Title of 12(b) security

Common Stock

Trading symbol

ORLY

Security exchange name

NASDAQ

Entity emerging growth company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

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- Definition

Area code of city

+ References

No definition available.

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Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

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- Definition

Cover page.

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No definition available.

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Name:

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- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

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dei_DocumentPeriodEndDate

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Data Type:

xbrli:dateItemType

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Period Type:

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

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Data Type:

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

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Name:

dei_EntityAddressAddressLine1

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xbrli:normalizedStringItemType

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- Definition

Name of the City or Town

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No definition available.

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Name:

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Namespace Prefix:

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xbrli:normalizedStringItemType

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- Definition

Code for the postal or zip code

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No definition available.

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Name:

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

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- Definition

Name of the state or province.

+ References

No definition available.

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Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

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Data Type:

dei:stateOrProvinceItemType

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duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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dei_EntityCentralIndexKey

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dei:centralIndexKeyItemType

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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Namespace Prefix:

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Data Type:

xbrli:booleanItemType

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

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duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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Data Type:

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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dei_EntityTaxIdentificationNumber

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

dei_SecurityExchangeName

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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dei_SolicitingMaterial

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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