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PG.36 OREILLY AUTOMOTIVE 2008 ANNUAL REPORT
REPORT OF INDEPENDENT REGIS TERED PUBL IC ACCOUNT ING F IRM
e Board of Directors and Shareholders of O’Reilly Automotive, Inc. and Subsidiaries:
We have audited O’Reilly Automotive, Inc. and Subsidiaries’ internal control over nancial reporting as of December 31, 2008, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(the COSO criteria). O’Reilly Automotive, Inc. and Subsidiaries’ management is responsible for maintaining eective internal control over
nancial reporting, and for its assessment of the eectiveness of internal control over nancial reporting included in the accompanying
Managements Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal
control over nancial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). ose
standards require that we plan and perform the audit to obtain reasonable assurance about whether eective internal control over nancial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over nancial reporting,
assessing the risk that a material weakness exists, testing and evaluating the design and operating eectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A company’s internal control over nancial reporting is a process designed to provide reasonable assurance regarding the reliability of nancial
reporting and the preparation of nancial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over nancial reporting includes those policies and procedures that (1) 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; (2) 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 (3) 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.
Because of its inherent limitations, internal control over nancial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of eectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, O’Reilly Automotive, Inc. and Subsidiaries maintained, in all material respects, eective internal control over nancial reporting
as of December 31, 2008, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated
balance sheets as of December 31, 2008 and 2007, and the related consolidated statements of income, shareholders’ equity and cash ows for
each of the three years in the period ended December 31, 2008 of O’Reilly Automotive, Inc. and Subsidiaries and our report dated February 27,
2009 expressed an unqualied opinion thereon.
Kansas City, Missouri
February 27, 2009