O'Reilly Auto Parts 2015 Annual Report Download - page 48

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FORM 10-K
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of O'Reilly Automotive, Inc. and Subsidiaries (the "Company"), under the supervision and with the participation of the
Company's principal executive officer and principal financial officer and effected by the Company's Board of Directors, is responsible
for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13(a)-15(f) or 15(d)-15(f) under
the Securities Exchange Act of 1934, as amended. The Company's internal control system is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States.
Internal control over financial reporting includes all policies and procedures that
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company
are being made only in accordance with authorizations of management and directors of the Company; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's
assets that could have a material effect on the financial statements.
Management recognizes that all internal control systems, no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Also, projections of any evaluation of effectiveness to future periods are subject to risk. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Under the supervision and with the participation of the Company's principal executive officer and principal financial officer, management
assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2015. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal
Control – Integrated Framework (2013 framework). Based on this assessment, management believes that as of December 31, 2015, the
Company's internal control over financial reporting is effective based on those criteria.
Ernst & Young LLP, Independent Registered Public Accounting Firm, has audited the Company's consolidated financial statements and
has issued an attestation report on the effectiveness of the Company's internal control over financial reporting, as stated in their report
which is included herein.
/s/ Greg L. Henslee /s/ Thomas McFall
Greg L. Henslee Thomas McFall
President & Chief Executive Officer Executive Vice President of Finance &
February 26, 2016 Chief Financial Officer
February 26, 2016