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O’REILLY AUTOMOTIVE 2008 ANNUAL REPORT PG.35
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
e management of O’Reilly Automotive, Inc. and Subsidiaries (the “Company”), under the supervision and with the participation of the
Company’s principal executive ocer and principal nancial ocer, is responsible for establishing and maintaining adequate internal control
over nancial reporting. e Company’s internal control system is designed to provide reasonable assurance regarding the reliability of
nancial reporting and the preparation of nancial statements for external purposes in accordance with accounting principles generally
accepted in the United States.
Internal control over nancial reporting includes all policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reect the transactions and dispositions of the assets of
the Company;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of nancial statements in accordance with
generally accepted accounting principles, 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 eect on the nancial statements.
Management recognizes that all internal control systems, no matter how well designed, have inherent limitations. erefore, even those
systems determined to be eective can provide only reasonable assurance with respect to nancial statement preparation and presentation.
Also, projections of any evaluation of eectiveness 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 ocer and principal nancial ocer, management
assessed the eectiveness of the Company’s internal control over nancial reporting as of December 31, 2008. 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. Based on this assessment, management believes that as of December 31, 2008, the Company’s internal control
over nancial reporting is eective based on those criteria.
Ernst & Young LLP, Independent Registered Public Accounting Firm, has audited the Company’s consolidated nancial statements and has
issued an attestation report on the eectiveness of the Company’s internal control over nancial reporting, as stated in their report which is
included herein.
GREG HENSLEE THOMAS MCFALL
Chief Executive Ofcer Executive Vice President of Finance
and Co-President and Chief Financial Ofcer
February 27, 2009 February 27, 2009