O’Reilly Automotive, Inc. and Subsidiaries
Exhibit
23.1 – Consent of Ernst & Young LLP, Independent Registered Public Accounting
Firm
Consent of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in this Annual Report (Form 10-K) of
O’Reilly Automotive, Inc. and Subsidiaries of our reports dated February 27, 2008,
with respect to the consolidated financial statements of O’Reilly Automotive, Inc.
and Subsidiaries and the effectiveness of internal control over financial reporting of
O’Reilly Automotive, Inc. and Subsidiaries, included in the 2007 Annual Report to
Shareholders of O’Reilly Automotive, Inc. and Subsidiaries.
Our
audits also included the financial statement schedule of O’Reilly Automotive, Inc.
and Subsidiaries listed in Item 15(a). This schedule is the responsibility of
O’Reilly Automotive, Inc. and Subsidiaries’ management. Our responsibility is
to express an opinion based on our audits. In our opinion, the financial statement schedule
referred to above, when considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.
We also
consent to the incorporation by reference in the following Registration
Statements:
(1)
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Registration Statement (Form S-8 No. 333-63467) pertaining to
the O’Reilly Automotive, Inc. Director Stock Option Plan and the
O’Reilly Automotive, Inc. 1993 Stock Option Plan;
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(2)
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Registration Statements (Form S-8 No. 333-59568 and 333-136958)
pertaining to the O’Reilly Automotive, Inc. Profit Sharing and Savings
Plan;
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(3)
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Registration Statement (Form S-8 No. 333-111976) pertaining to
the O’Reilly Automotive, Inc. 2003 Employee Stock Option Plan,
O’Reilly Automotive, Inc. 2003 Director Stock Option Plan, O’Reilly
Automotive, Inc. 1993 Employee Stock Option Plan, and the O’Reilly
Automotive, Inc. Stock Purchase Plan;
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of our
reports dated February 27, 2008, with respect to the consolidated financial statements of
O’Reilly Automotive, Inc. and Subsidiaries and the effectiveness of internal control
over financial reporting of O’Reilly Automotive, Inc. and Subsidiaries, incorporated
herein by reference, and our report included in the preceding paragraph with respect to the
financial statement schedule of O’Reilly Automotive, Inc. and Subsidiaries included
in this Annual Report (Form 10-K) of O’Reilly Automotive, Inc. and Subsidiaries for
the year ended December 31, 2007.
Kansas
City, Missouri
February
27, 2008
65
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
Exhibit
31.1 – CEO Certification
CERTIFICATIONS
I, Greg
Henslee, certify that:
1. I
have reviewed this report on Form 10-K of O’Reilly Automotive, Inc.;
2. Based
on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4. The
registrant's other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting.
5. The
registrant's other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing the
equivalent functions):
a) All
significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial information;
and
b) Any
fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Date: February 29, 2008
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/s/ Greg Henslee
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Greg Henslee, Co-President and
Chief Executive Officer (Principal Executive Officer)
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66
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
Exhibit
31.2 – CFO Certification
CERTIFICATIONS
I,
Thomas McFall, certify that:
1. I
have reviewed this report on Form 10-K of O’Reilly Automotive, Inc.;
2. Based
on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4. The
registrant's other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting.
5. The
registrant's other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing the
equivalent functions):
a) All
significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial information;
and
b) Any
fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Date: February 29, 2008
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/s/ Thomas McFall
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Thomas McFall, Executive Vice President of
Finance and Chief Financial Officer (Principal
Financial and Accounting Officer)
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67
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
Exhibit
32.1 – CEO Certification
O’REILLY AUTOMOTIVE, INC.
CERTIFICATION PURSUANT TO
18 U.S.C.
SECTION 1350
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Report of O’Reilly Automotive, Inc. (the “Company”)
on Form 10-K for the period ended December 31, 2007, as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Greg Henslee, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
Greg
Henslee
Chief
Executive Officer
February
29, 2008
This
certification is made solely for purposes of 18 U.S.C. Section 1350, and not for any other
purpose.
68
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
Exhibit
32.2 – CFO Certification
O’REILLY AUTOMOTIVE, INC.
CERTIFICATION PURSUANT TO
18 U.S.C.
SECTION 1350
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Report of O’Reilly Automotive, Inc. (the “Company”)
on Form 10-K for the period ended December 31, 2007, as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Thomas McFall, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
Thomas
McFall
Chief
Financial Officer
February
29, 2008
This
certification is made solely for purposes of 18 U.S.C. Section 1350, and not for any other
purpose.
69
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