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23
We areresponsiblefor establishing and maintaining adequate
internal control over nancial reporting (as dened in Rules
13a-15(f)and15d-15(f)promulgated under the Exchange
Act). We maintain a systemof internal controls that is designed
to provide reasonable assurance in a cost-eective manneras to
the fair and reliablepreparation and presentation of the
consolidated nancial statements, as well as to safeguard assets
from unauthorizeduse or disposition.
Our control environment is the foundation for our system
of internal control over nancial reporting and is embodied in
our Corporate Governance Guidelines,our FinancialCode
of Ethics, and our Code of Business Conduct and Ethics, allof
which may be viewedon our website. ey set the tone for
our organization and include factors such as integrity and
ethical values. Our internal control over nancial reporting is
supported by formal policies and procedures, which are
reviewed,modied andimprovedas changes occur in business
conditions and operations. Neither our disclosure controls
andproceduresnor our internalcontrols,however, can or will
prevent allerrors and all fraud. A control system, no maer
how wellconceived andoperated, can provide only
reasonable, not absolute,assurance that the objectives of the
control systemare met. Further, the design of a control
systemmust reectthe benets of controls relative to their
costs. Because of the inherent limitations in allcontrol
systems, no evaluation of controls can provide absolute
assurance that allcontrol issues and instancesof fraud, if any,
within the Companyhave been detected.
We conducted an evaluation of the eectiveness of
our internal control over nancial reporting based on the
framework in Internal Control – Integrated Framework
(2013) issuedby the Commiee of Sponsoring Organiza-
tions of the Treadway Commission.is evaluation
includedreviewof the documentation of controls, evaluation
of the design eectiveness of controls, testingof the
operating eectiveness of controlsand a conclusion on this
evaluation.We have concludedthat our internalcontrol
over nancial reporting was eectiveas of July 31, 2015,
based on these criteria.
In addition, Deloie & Touche LLP, an independent
registered publicaccounting rm,has issuedan aestation
reporton our internalcontrol over nancial reporting,
which is included herein.
Sandra B. Cochran
President and Chief Executive Ocer
Lawrence E. Hya
Senior Vice President andChief Financial Ocer
Management’s Reporton Internal Control overFinancial Reporting
CRACKER BARRELOLD COUNTRY STORE, INC.