1
EXHIBIT 31.2
PRINCIPAL FINANCIAL
OFFICER CERTIFICATION
PURSUANT TO
SECURITIES EXCHANGE ACT OF 1934 RULE 13a
-14(a)/15d-14(a), AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES
-OXLEY ACT OF 2002
I, John R. Howe, certify that:
I have reviewed this report on Form 10-Q of The Cato Corporation
(the “registrant”);
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;
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;
The registrant’s
other certifying
officer 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:
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;
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;
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
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
The registrant’s
other certifying officer
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):
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
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.
Date: August 27, 2020
/s/ John R. Howe
John R. Howe
Executive Vice President
Chief Financial Officer
