AutoZone 2013 Annual Report Download - page 99

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37
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Our
internal control over financial reporting includes, among other things, defined policies and procedures for
conducting and governing our business, sophisticated information systems for processing transactions and
properly trained staff. Mechanisms are in place to monitor the effectiveness of our internal control over financial
reporting, including regular testing performed by the Company’s internal audit team, which is comprised of
Company personnel. Actions are taken to correct deficiencies as they are identified. Our procedures for financial
reporting include the active involvement of senior management, our Audit Committee and a staff of highly
qualified financial and legal professionals.
Management, with the participation of our principal executive and financial officers, assessed our internal control
over financial reporting as of August 31, 2013, the end of our fiscal year. Management based its assessment on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission 1992 framework.
Based on this assessment, management has concluded that our internal control over financial reporting was
effective as of August 31, 2013.
Our independent registered public accounting firm, Ernst & Young LLP, audited the effectiveness of our internal
control over financial reporting. Ernst & Young LLP’s attestation report on the Company’s internal control over
financial reporting as of August 31, 2013 is included in this Annual Report on Form 10-K.
/s/ WILLIAM C. RHODES, III
William C. Rhodes, III
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ WILLIAM T. GILES
William T. Giles
Chief Financial Officer and Executive
Vice President – Finance, Information
Technology and ALLDATA
(Principal Financial Officer)
Certifications
Compliance with NYSE Corporate Governance Listing Standards
On January 2, 2013, the Company submitted to the New York Stock Exchange the Annual CEO Certification
required pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual.
Rule 13a-14(a) Certifications of Principal Executive Officer and Principal Financial Officer
The Company has filed, as exhibits to its Annual Report on Form 10-K for the fiscal year ended August 31, 2013,
the certifications of its Principal Executive Officer and Principal Financial Officer required pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
10-K