O'Reilly Auto Parts 2012 Annual Report Download - page 82

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FORM 10-k
72
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, 2012. 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, 2012, 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, which is included
in Item 8.
Item 9B. Other Information
Not Applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Certain information required by Part III is incorporated by reference from the Company’s Proxy Statement on Schedule 14A for the
2013 Annual Meeting of Shareholders (“Proxy Statement”), which will be filed with the Securities and Exchange Commission
(“SEC”) within 120 days of the end of our most recent fiscal year. Except for those portions specifically incorporated in this Annual
Report on Form 10-K by reference to the Company’s Proxy Statement, no other portions of the Proxy Statement are deemed to be
filed as part of this Annual Report on Form 10-K.
Directors and Officers:
The information regarding the directors of O’Reilly Automotive, Inc. (the “Company”) will be included in the Company's Proxy
Statement under the caption “Proposal 1- Election of Directors” and “Information Concerning the Board of Directors” and is
incorporated herein by reference. The Proxy Statement will be filed with the SEC within 120 days of the end of our most recent fiscal
year. The information regarding executive officers called for by Item 401 of Regulation S-K is included in Part I, in accordance with
General Instruction G (3) to Form 10-K, for our executive officers who are not also directors.
Section 16(a) of the Exchange Act:
The information regarding compliance with Section 16(a) of the Exchange Act required by Item 405 of Regulation S-K, will be
included in the Company's Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” and is
incorporated herein by reference.