Cracker Barrel 2010 Annual Report Download - page 39

To the Board of Directors and Shareholders
of Cracker Barrel Old Country Store, Inc.
Lebanon, Tennessee
We have audited the internal control over nancial reporting
of Cracker Barrel Old Country Store, Inc. and subsidiaries
(the ”Company”) as of July 30, 2010, based on criteria
established in Internal Control – Integrated Framework issued
by the Commiee of Sponsoring Organizations of the
Treadway Commission. e Company’s 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 Management’s 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 by, or under the supervision of, the
company’s principal executive and principal nancial ocers,
or persons performing similar functions, and eected by the
company’s board of directors, management, and other
personnel 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
Report Of Independent Registered Public Accounting Firm
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 the inherent limitations of internal control over
nancial reporting, including the possibility of collusion or
improper management override of controls, material misstate-
ments due to error or fraud may not be prevented or detected
on a timely basis. Also, projections of any evaluation of the
eectiveness of the internal control over nancial reporting to
future periods are subject to the risk that the 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, the Company maintained, in all material
respects, eective internal control over nancial reporting as
of July 30, 2010, based on the criteria established in Internal
Control – Integrated Framework issued by the Commiee of
Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of
the Public Company Accounting Oversight Board (United
States), the consolidated nancial statements of the Company
as of and for the year ended July 30, 2010, and our report
dated September 28, 2010, expressed an unqualied opinion
on those consolidated nancial statements.
Nashville, Tennessee
September 28, 2010
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