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Cal-Maine Foods Inc – ‘10-K’ for 5/28/16 – ‘EX-31.2’

On:  Monday, 7/18/16, at 7:13am ET   ·   For:  5/28/16   ·   Accession #:  16160-16-61   ·   File #:  0-04892

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  As Of               Filer                 Filing    For·On·As Docs:Size

 7/18/16  Cal-Maine Foods Inc               10-K        5/28/16   95:10M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.52M 
 2: EX-21       Subsidiaries List                                   HTML     32K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML     26K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     34K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     34K 
 6: EX-32       Certification -- §906 - SOA'02                      HTML     27K 
13: R1          Document And Entity Information                     HTML     57K 
14: R2          Consolidated Balance Sheets                         HTML    135K 
15: R3          Consolidated Balance Sheets (Parenthetical)         HTML     43K 
16: R4          Consolidated Statements Of Income                   HTML     88K 
17: R5          Consolidated Statements Of Comprehensive Income     HTML     55K 
18: R6          Consolidated Statements Of Stockholders' Equity     HTML     93K 
19: R7          Consolidated Statements Of Stockholders' Equity     HTML     28K 
                (Parenthetical)                                                  
20: R8          Consolidated Statements Of Cash Flows               HTML    119K 
21: R9          Significant Accounting Policies                     HTML    118K 
22: R10         Acquisition                                         HTML     37K 
23: R11         Investment In Affiliates                            HTML     63K 
24: R12         Inventories                                         HTML     59K 
25: R13         Prepaid Expenses And Other Current Assets           HTML     39K 
26: R14         Goodwill And Other Intangible Assets                HTML    141K 
27: R15         Property, Plant And Equipment                       HTML     53K 
28: R16         Leases                                              HTML     39K 
29: R17         Credit Facilities And Long-Term Debt                HTML     75K 
30: R18         Employee Benefit Plans                              HTML     44K 
31: R19         Stock Compensation Plans                            HTML    182K 
32: R20         Income Taxes                                        HTML    143K 
33: R21         Contingencies                                       HTML     55K 
34: R22         Description Of Rights And Privileges Of Capital     HTML     40K 
                Stock-Capital Structure Consists Of Common Stock                 
                And Class A Common Stock                                         
35: R23         Fair Value Measures                                 HTML    233K 
36: R24         Investment Securities                               HTML    105K 
37: R25         Quarterly Financial Data                            HTML     80K 
38: R26         Schedule II - Valuation And Qualifying Accounts     HTML     74K 
39: R27         Significant Accounting Policies (Policy)            HTML    187K 
40: R28         Significant Accounting Policies (Tables)            HTML     52K 
41: R29         Investment In Affiliates (Tables)                   HTML     53K 
42: R30         Inventories (Tables)                                HTML     58K 
43: R31         Prepaid Expenses And Other Current Assets (Tables)  HTML     38K 
44: R32         Goodwill And Other Intangible Assets (Tables)       HTML    139K 
45: R33         Property, Plant And Equipment (Tables)              HTML     46K 
46: R34         Leases (Tables)                                     HTML     34K 
47: R35         Credit Facilities And Long-Term Debt (Tables)       HTML     73K 
48: R36         Stock Compensation Plans (Tables)                   HTML    171K 
49: R37         Income Taxes (Tables)                               HTML    141K 
50: R38         Fair Value Measures (Tables)                        HTML    220K 
51: R39         Investment Securities (Tables)                      HTML    101K 
52: R40         Quarterly Financial Data (Tables)                   HTML     78K 
53: R41         Significant Accounting Policies (Narrative)         HTML     94K 
                (Details)                                                        
54: R42         Significant Accounting Policies (Schedule Of        HTML     50K 
                Computations Of Earnings Per Share) (Details)                    
55: R43         Acquisition (Narrative) (Details)                   HTML     59K 
56: R44         Investment In Affiliates (Narrative) (Details)      HTML     59K 
57: R45         Investment In Affiliates (Schedule Of Transactions  HTML     41K 
                With Unconsolidated Affiliates) (Details)                        
58: R46         Inventories (Schedule Of Inventories) (Details)     HTML     34K 
59: R47         Inventories (Schedule Of Cost Of Sales              HTML     32K 
                Amortization And Mortality) (Details)                            
60: R48         Prepaid Expenses And Other Current Assets           HTML     36K 
                (Schedule Of Prepaid Expenses And Other Current                  
                Assets) (Details)                                                
61: R49         Goodwill And Other Intangible Assets (Narrative)    HTML     29K 
                (Details)                                                        
62: R50         Goodwill And Other Intangible Assets (Schedule Of   HTML     64K 
                Goodwill And Other Intangible Assets) (Details)                  
63: R51         Goodwill And Other Intangible Assets (Schedule Of   HTML     47K 
                Other Intangibles) (Details)                                     
64: R52         Goodwill And Other Intangible Assets (Schedule Of   HTML     40K 
                Estimated Amortization Of Intangible Assets)                     
                (Details)                                                        
65: R53         Property, Plant And Equipment (Narrative)           HTML     35K 
                (Details)                                                        
66: R54         Property, Plant And Equipment (Schedule Of          HTML     43K 
                Property, Plant And Equipment) (Details)                         
67: R55         Leases (Narrative) (Details)                        HTML     29K 
68: R56         Leases (Schedule Of Future Minimum Operating Lease  HTML     39K 
                Payments) (Details)                                              
69: R57         Credit Facilities And Long-Term Debt (Narrative)    HTML     55K 
                (Details)                                                        
70: R58         Credit Facilities And Long-Term Debt (Schedule Of   HTML     59K 
                Long-term Debt Instruments) (Details)                            
71: R59         Credit Facilities And Long-Term Debt (Schedule Of   HTML     40K 
                Maturities Of Long-term Debt) (Details)                          
72: R60         Employee Benefit Plans (Narrative) (Details)        HTML     53K 
73: R61         Stock Compensation Plans (Narrative) (Details)      HTML     75K 
74: R62         Stock Compensation Plans (Summary Of Stock Option   HTML     48K 
                Activity) (Details)                                              
75: R63         Stock Compensation Plans (Summary Of Equity Award   HTML     48K 
                Activity) (Details)                                              
76: R64         Stock Compensation Plans (Summary Of Liability      HTML     53K 
                Award Activity) (Details)                                        
77: R65         Stock Compensation Plans (Option Pricing            HTML     36K 
                Assumptions) (Details)                                           
78: R66         Income Taxes (Narrative) (Details)                  HTML     33K 
79: R67         Income Taxes (Tax Expense By Jurisdiction)          HTML     50K 
                (Details)                                                        
80: R68         Income Taxes (Deferred Tax Assets And Liabilities)  HTML     54K 
                (Details)                                                        
81: R69         Income Taxes (Reconciliation Of Effective Tax       HTML     49K 
                Expense) (Details)                                               
82: R70         Contingencies (Narrative) (Details)                 HTML     28K 
83: R71         Description Of Rights And Privileges Of Capital     HTML     36K 
                Stock-Capital Structure Consists Of Common Stock                 
                And Class A Common Stock (Details)                               
84: R72         Fair Value Measures (Narrative) (Details)           HTML     35K 
85: R73         Fair Value Measures (Schedule Of Fair Value And     HTML     43K 
                Carrying Value Of Borrowings Under Credit                        
                Facilities And Long-Term Debt) (Details)                         
86: R74         Fair Value Measures (Schedule Of Assets Measured    HTML     77K 
                At Fair Value On A Recurring Basis) (Details)                    
87: R75         Fair Value Measures (Changes In Fair Value Of       HTML     36K 
                Contingent Consideration) (Details)                              
88: R76         Investment Securities (Narrative) (Details)         HTML     39K 
89: R77         Investment Securities (Schedule Of Investment       HTML     69K 
                Securities) (Details)                                            
90: R78         Investment Securities (Schedule Of Contractual      HTML     33K 
                Maturities Of Investment Securities) (Details)                   
91: R79         Quarterly Financial Data (Schedule Of Quarterly     HTML     48K 
                Financial Data) (Details)                                        
92: R80         Schedule II - Valuation And Qualifying Accounts     HTML     35K 
                (Details)                                                        
94: XML         IDEA XML File -- Filing Summary                      XML    180K 
93: EXCEL       IDEA Workbook of Financial Reports                  XLSX    104K 
 7: EX-101.INS  XBRL Instance -- calm-20160528                       XML   2.98M 
 9: EX-101.CAL  XBRL Calculations -- calm-20160528_cal               XML    217K 
10: EX-101.DEF  XBRL Definitions -- calm-20160528_def                XML    550K 
11: EX-101.LAB  XBRL Labels -- calm-20160528_lab                     XML   1.24M 
12: EX-101.PRE  XBRL Presentations -- calm-20160528_pre              XML    986K 
 8: EX-101.SCH  XBRL Schema -- calm-20160528                         XSD    183K 
95: ZIP         XBRL Zipped Folder -- 0000016160-16-000061-xbrl      Zip    194K 


‘EX-31.2’   —   Certification — §302 – SOA’02


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C:   C: 
  calm-Ex312  

Exhibit 31.2



Certification

Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934,

As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



I, Timothy A. Dawson, certify that:



1.I have reviewed this Annual Report on Form 10-K of Cal-Maine Foods, 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; and



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 the 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.



/s/  Timothy A. Dawson

Timothy A. Dawson

Vice President and Chief Financial Officer

Date:  July 18, 2016



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:7/18/168-K
For Period end:5/28/16
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Filing Submission 0000016160-16-000061   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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