Cracker Barrel 2015 Annual Report Download - page 27

To the Boardof Directors and Shareholders
of Cracker BarrelOld Country Store, Inc.
Lebanon, Tennessee
We have audited the internal control over nancial reporting
of CrackerBarrel Old Country Store, Inc. and its subsidiaries
(the“Company”) as of July 31, 2015, based on criteria
established in Internal Control – Integrated Framework(2013)
issued by the Commiee of Sponsoring Organizations of the
Treadway Commission.e Company’s management is
responsiblefor maintaining eectiveinternal control over
nancial reporting and for its assessment of the eectiveness of
internal control over nancial reporting, included in the
accompanying Management’sReport on InternalControl over
FinancialReporting. 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 PublicCompanyAccounting Oversight Board
(United States).ose standards require that we planand
perform the audit to obtain reasonableassurance about
whether eective internalcontrol over nancial reporting was
maintained in all materialrespects. Our audit included
obtaining an understanding of internalcontrol over nancial
reporting, assessing the riskthat a materialweakness exists,
testing and evaluating the design and operating eectiveness
of internal control based on the assessedrisk, and performing
other procedures as we considered necessary in the circum-
stances. 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’sprincipal executive and principal nancial ocers,
or persons performing similarfunctions, 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 acceptedaccounting principles. A company’s
internal control over nancial reporting includesthose
policies and procedures that (1)pertain to the maintenance
ReportOf Independent Registered Public Accounting Firm
CRACKER BARRELOLD COUNTRY STORE, INC.
25
of records that, in reasonable detail, accurately and fairly
reectthe transactions anddispositions of the assetsof the
company; (2)provide reasonable assurance that transactions
arerecorded as necessary to permit preparation of nancial
statementsin accordance with generally acceptedaccounting
principles, and that receipts and expenditures of the
company are being madeonly in accordance with authoriza-
tions of management and directors of the company; and
(3)provide reasonable assurance regarding prevention or
timelydetection of unauthorizedacquisition, use, or
disposition of the company’s assets that could havea material
eecton the nancial statements.
Because of the inherent limitations of internalcontrol over
nancial reporting, including the possibility of collusion or
improper management override of controls,materialmisstate-
ments due to erroror fraudmay not be preventedor detected
on a timely basis. Also, projections of any evaluation of the
eectiveness of the internal control over nancial reporting to
future periods aresubjectto the risk that the controls may
become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures
maydeteriorate.
In our opinion, the Company maintained, in allmaterial
respects, eectiveinternal control over nancial reporting
as of July 31, 2015, based on the criteriaestablished
in Internal Control – Integrated Framework(2013) issued by
the Commiee of Sponsoring Organizations of the
Treadway Commission.
We have also audited, in accordance with the standards of
the PublicCompanyAccounting Oversight Board (United
States), the consolidated nancial statements of the Company
as of and for the year ended July 31, 2015, and our report
dated September 28, 2015, expressed an unqualied opinion
on those consolidated nancial statements.
Nashville, Tennessee
September 28, 2015