CAL-MAINE FOODS INC

The following table sets

forth, for the periods

indicated, certain items from

our Condensed Consolidated Statements

of Income

expressed as a percentage of net sales.

Ended

Net sales

100.0

%

100.0

%

100.0

%

100.0

%

62.7

%

82.6

%

65.3

%

86.1

%

Gross profit

37.3

%

17.4

%

34.7

%

13.9

%

Selling, general and administrative

8.1

%

14.5

%

8.0

%

13.1

%

(Gain) loss on disposal of fixed assets

—

%

0.1

%

(0.1)

%

—

%

Operating income

29.2

%

2.8

%

26.8

%

0.8

%

Total other income, net

1.1

%

1.5

%

1.3

%

1.6

%

Income before income taxes

30.3

%

4.3

%

28.1

%

2.4

%

7.4

%

1.1

%

6.8

%

0.6

%

22.9

%

3.2

%

21.3

%

1.8

%

Less: Loss attributable to noncontrolling

(0.1)

%

(0.1)

%

(0.1)

%

(0.1)

%

Net income attributable to Cal-Maine

23.0

%

3.3

%

21.4

%

1.9

%

NET SALES

Total

net sales

for the

2025 were

$954.7 million

$523.2 million

for the

of

fiscal 2024.

Shell egg

sales represented

94.6% and

95.3% of

total net

sales for

quarters of

and 2024,

shell egg offerings,

for both branded and

private-label products, include specialty and

conventional shell eggs.

Specialty shell eggs include cage-free, organic, brown, free-range, pasture-raised and nutritionally enhanced eggs. Conventional

shell

eggs

sales

represent

all

other

shell

egg

sales

not

sold

as

shell

eggs.

The

egg

offerings

include liquid and frozen egg products and ready-to-eat products such as hard-cooked eggs, egg wraps, protein pancakes, crepes

and wrap-ups. Other sales represent feed sales, miscellaneous byproducts and resale products.

Total

net

sales

for

the

weeks

ended

30,

were

$1.7

billion,

to

$982.6

million

for

the

comparable period of fiscal 2024.

Shell

egg

sales

represented

94.5%

and

94.9%

of

total

net

sales

for

the

weeks

ended

30,

and

December 2, 2023, respectively.

Index

The table below presents net sales in key categories (in thousands, except percentage data):

Ended

Shell Egg

$

903,861

$

498,504

81.3

%

$

1,645,374

$

932,465

76.5

%

40,651

20,012

103.1

75,826

42,235

79.5

Other

10,159

4,718

115.3

19,342

7,878

145.5

Total net sales

$

954,671

$

523,234

82.5

%

$

$

982,578

77.1

%

The table below presents an analysis of our shell egg sales (in thousands, except percentage data):

Ended

Shell egg sales

$

616,891

68.3

%

$

280,599

56.3

%

$

1,101,627

67.0

%

$

505,879

54.3

%

286,970

31.7

217,905

43.7

%

543,747

33.0

426,586

45.7

Total shell egg sales

$

903,861

100.0

%

$

498,504

100.0

%

$

1,645,374

100.0

%

$

932,465

100.0

%

Dozens sold

209,597

63.5

%

192,462

66.8

%

409,586

64.0

%

373,992

66.6

%

120,247

36.5

95,711

33.2

230,237

36.0

187,307

33.4

Total dozens sold

329,844

100.0

%

288,173

100.0

%

639,823

100.0

%

561,299

100.0

%

Net average selling price per dozen

$

2.943

$

1.458

$

2.690

$

1.353

$

2.387

$

2.277

$

2.362

$

2.277

All shell eggs

$

2.740

$

1.730

$

2.572

$

1.661

Shell egg sales

In

the

second

quarter

of

fiscal

2025,

egg

sales

$336.3

or

119.8%,

to

the

second quarter of fiscal 2024, primarily due to a 101.9% increase in the prices for conventional eggs, which resulted in

a $311.3 million increase in net sales, and a 8.9% increase in the volume of conventional eggs sold, which resulted in a

$25.0

million

in

net

sales.

Results

for

the

second

quarter

of

were

by

our

recent

acquisition of ISE.

$69.1

31.7%,

in the

of

to

the

second

quarter

of

fiscal

2024,

due

to

a

25.6%

in

the

volume

of

eggs

sold,

which

in

a

$55.9 million

increase in net

a 4.8%

increase in prices

for specialty

eggs, which

a $13.2

million

increase in net sales.

Demand for

specialty eggs

increased in

quarter of

as conventional

egg prices

rose. Specialty

dozens sold

represented 36.5% of

our shell

egg dozens

sold for

quarter of

compared to 33.2%

for

the

period.

Additionally,

demand

continues

to

be

by

requirements

becoming

effective for Nevada, Oregon and Washington on January 1, 2024.

See “Executive Overview” above for additional discussion.

For

the

weeks

ended

30,

2024,

egg

sales

$595.8

or

117.8%,

to

the

of

fiscal

2024, primarily

due

to

the

the

conventional shell

eggs.

Prices

for

eggs

98.8%,

which

in

a

$547.6

million

in

net

sales.

A

9.5%

increase in the volume of conventional eggs sold resulted in a $48.2 million increase in net sales.

Specialty egg sales increased $117.2

million, or 27.5%, for the twenty-six

weeks ended November 30, 2024 compared

to

the

same

period

in

fiscal

2024,

due

to

a

22.9%

in

the

volume

of

eggs

sold,

which

Index

a $

97.8 million

net sales

and a

3.7% increase

in prices

for specialty

eggs, which

a

$19.6 million increase in net sales.

Egg products sales

Egg

products sales

increased $20.6

103.1%,

for the

of

the

same

period of fiscal

2024, primarily due

to a 63.5%

increase in liquid

eggs pounds sold, which

had a $7.9

million positive

impact on net sales, and a

25.2% increase in the net average selling

price per pound of liquid eggs,

which resulted in a

$5.1

million

in

net

sales.

Results

for

the

second

quarter

of

were

by

our

recent

acquisition of ISE, which included a breaking facility.

Sales from hard-cooked eggs increased

$6.4 million or 212.5% in

the second quarter of fiscal

2025 compared to fiscal

2024 as more processing capabilities are coming online from our investments in MeadowCreek and Crepini.

sales increased

$33.6 million,

or 79.5%,

to a

39.9% increase

in liquid

eggs pounds

sold,

which had a $10.9 million positive impact on net sales, and a 25.0% increase in the net average selling price per pound

of liquid eggs, which resulted in a $9.5 million increase in net sales.

Sales from hard-cooked

eggs increased $12.1

million, or 194.6%,

in the first

two quarters of

the same period in fiscal 2024, primarily for the reasons described above.

Other

Other

sales

to

the

prior

year

periods

due

to

higher

feed

sales

related

to

our

ISE

acquisition.

Index

COST OF SALES

Cost of

sales consists

of costs

directly related

to producing,

packing shell

eggs, purchases

of shell

eggs from

outside

sources,

and

packing

of

egg

and

other

non-egg

costs. Farm

costs

are

those

costs

incurred

at

the

egg

facility,

feed,

facility

(including

labor),

hen

amortization

and

other

related

farm

production costs.

The following table presents the key variables affecting our cost of sales (in thousands, except cost per dozen data):

Ended

December 2,

%

Change

December 2,

%

Change

Farm production

$

258,246

$

258,367

—

%

$

499,947

$

511,874

(2.3)

%

Processing, packaging,

98,823

84,767

16.6

190,534

166,673

14.3

Egg purchases and other

cost of sales

198,030

71,654

176.4

366,479

132,451

176.7

43,530

17,316

151.4

80,322

35,017

129.4

Total cost of sales

$

598,629

$

432,104

38.5

%

$

1,137,282

$

846,015

34.4

%

Farm production costs (per

dozen produced)

Feed

$

0.483

$

0.554

(12.8)

%

$

0.488

$

0.575

(15.1)

%

Other

$

0.418

$

0.431

(3.0)

%

$

0.421

$

0.435

(3.2)

%

Total farm production cost

$

0.901

$

0.985

(8.5)

%

$

0.909

$

1.010

(10.0)

%

Outside egg purchases

(average cost per dozen)

$

3.22

$

2.03

58.6

%

$

3.03

$

1.84

64.7

%

Dozens produced

288,036

265,101

8.7

%

554,875

515,457

7.6

%

Percent produced to sold

87.3%

92.0%

(5.1)

%

86.7%

91.8%

(5.6)

%

Farm Production

Feed costs per dozen produced decreased 12.8% in the second quarter of fiscal 2025 compared to the second quarter of

fiscal 2024. This decrease

was primarily due to

lower prices for corn

and soybean meal, our

primary feed ingredients.

The decrease

in feed

dozen resulted

in a

decrease in

cost of

sales of

$20.5 million

for the

of

fiscal 2025 compared to the prior period quarter.

For the second quarter of fiscal 2025, the average Chicago Board of Trade (“CBOT”) daily market price was $4.17 per

bushel

of

corn

and

$311

per

ton

of

soybean

meal,

representing

decreases

of

13.0%

and

25.3%,

respectively,

as

compared to the average CBOT daily market prices for the second quarter of fiscal 2024.

Other farm production

costs decreased primarily due

to lower flock

amortization. Feed costs reached

their peak in the

fiscal 2023 and

have since trended

downward. Lower costs

result in lower

capitalized values of

the

flocks during the grow out phase, which reduced amortization cost over time.

Feed costs

per dozen

produced decreased

15.1% in

weeks ended

2024 compared

to the

same period of fiscal 2024,

primarily due to lower feed

ingredient prices. The decrease in

feed cost per dozen resulted

in a decrease in cost of sales of $48.3 million compared to the prior year period.

For the

year-to-date period,

CBOT daily

market price

was $4.10

per bushel

of corn

and $326

per ton

of

soybean meal, representing decreases of

18.8% and 22.4%, respectively,

compared to the average CBOT

daily market

prices for the comparable period in the prior year.

Index

Other farm production costs decreased due to lower flock amortization, for the reasons described above.

Current

indications

for

corn

and

soybean

project

a

favorable

stocks-to-use

ratio

near

the

levels

prevailing

today

for

the

remainder of

fiscal 2025;

however,

as long

as outside

factors remain

uncertain (including

weather patterns

and global

supply

chain disruptions), volatility could remain.

Processing, packaging, and warehouse

Processing, packaging,

costs increased

16.6% compared

to the

2024 due

to a

9.7% increase in the volume of processed dozens as well as an increase in costs of packaging materials.

Processing,

packaging,

and

warehouse

costs

14.3%

to

the

first

two

of

fiscal

2025,

due

an

8.6%

in

the

volume

of

processed

dozens

as

well

as

an

in

costs

of

packaging

materials.

Egg purchases and other cost of sales

Costs in

this category

increased primarily due

prices as

dozen of

outside egg

purchases increased 58.6% compared to second quarter of fiscal 2024, as well as due to an increase of 80.3% in dozens

purchased.

Dozens

purchased

due

to

purchasing

more

eggs

to

supply

our

during

the

higher

seasonal demand cycle while the nation experienced lower supply due to HPAI.

Costs in

this category

increased primarily due

prices as

dozen of

outside egg

purchases increased

64.7% compared

to fiscal

2024, as

well as

of 73.8%

in dozens

purchased, primarily

for the reasons described above.

GROSS PROFIT

Gross

profit,

as

a

percentage

of

net

sales,

was

31.5%

for

the

second

quarter

of

fiscal

to

9.9%

for

the

same

period of fiscal 2024.

Gross profit for the

twenty-six weeks ended November 30,

2024 was $603.3 million compared

to $136.6

million for

the same

period of

2024. The

increase was

net average

selling price

as well

as lower

feed

ingredient prices,

partially offset by the increase in volume and price of outside egg purchases.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

Selling,

general,

and

administrative

(“SGA”)

include

costs

of

delivery,

marketing,

and

other

general

and

administrative expenses. Delivery expense

includes contract trucking expense

and all costs to

maintain and operate our

fleet of

trucks to

deliver products

to customers

including the

related payroll

expenses. Marketing

expense includes

franchise fees

that

are

submitted

to

Eggland’s

Best,

Inc.

(“EB”)

to

support

the

EB

brand,

brokerage

and

commission

fees,

and

other

general

marketing expenses

such as

payroll expenses

for our

in-house sales

team. Other

general and

administrative expenses

include

corporate payroll

related expenses

general corporate

overhead costs.

The following

table presents

an analysis

of our

SGA expenses (in thousands):

$ Change

$

23,666

$

17,706

$

5,960

33.7

%

15,074

12,197

2,877

23.6

%

19,648

(19,648)

(100.0)

%

Other general and administrative

38,893

27,027

11,866

43.9

%

Total

$

77,633

$

76,578

$

1,055

1.4

%

Index

The

expense

is

due

to

an

in

dozens

sold

in

the

second

quarter

of

fiscal

compared to the second quarter of fiscal 2024.

The

marketing expense

is

to

in franchise

fees

as specialty

compared to the second quarter of fiscal 2024.

In the second quarter of fiscal 2024, we accrued a $19.6 million loss contingency relating to a jury decision returned in

pending

anti-trust

litigation.

See

further

discussion

in

Note 10 - Commitments and Contingencies

of

the

Notes

to

Condensed Consolidated Financial Statements included in this Quarterly Report.

Other general and administrative expense

The

in

other

general

and

administrative

expense

is

due

both

to

an

in

the

accrual

for

anticipated employee bonuses

and to the

increased adjustment to

the fair value

of contingent consideration

associated

Fassio acquisition.

See further

discussion in

Note 4 – Fair Value Measurements

of the

Notes to

Consolidated Financial Statements included in this Quarterly Report.

Ended

$ Change

$

44,730

$

35,397

$

9,333

26.4

%

29,426

24,661

4,765

19.3

%

—

19,673

(19,673)

(100.0)

%

Other general and administrative

65,409

49,093

16,316

33.2

%

Total

$

139,565

$

128,824

$

10,741

8.3

%

The increased delivery expense is primarily due to an increase in dozens sold compared to the prior year period.

The

marketing expense

is

to

in franchise

fees

as specialty

compared to the prior year period.

Other general and administrative expense

The increase in other

general and administrative expense

is primarily for the

reasons described above, as

well as costs

associated with the acquisition of ISE assets that occurred during the first quarter of fiscal 2025.

OPERATING

INCOME

For the second

quarter of fiscal 2025,

we recorded operating income

of $278.1 million compared

to operating income of

$14.2

million for the same period of fiscal 2024.

For the

twenty-six weeks

we recorded

operating income

of $465.0

million compared

to operating

income of $7.5 million for the same period of fiscal 2024.

OTHER INCOME (EXPENSE)

Total

other

income

(expense)

consists

of

items

not

directly

charged

or

related

to

operations,

such

as

income

and

expense, equity in income or loss of unconsolidated entities, and patronage income, among other items. Patronage dividends are

paid to us from our membership in the EB cooperative.

For the second

quarter of fiscal

2025, we earned

$9.9 million of

interest income compared

to $7.1 million

for the same

period

2024, primarily due

average cash and

cash equivalents and

investment securities available-for-sale

balances

Index

and

yields.

The

Company

expense

of

$150

thousand

and

$134

thousand

for

the

second

ended

November 30, 2024 and December 2, 2023, respectively.

For the twenty-six weeks ended November 30,

2024, we earned $19.9 million of

interest income compared to $14.6 million for

the same

period of

fiscal 2024, primarily

due to

higher average

cash and cash

equivalents and

investment securities available-

for-sale balances

and yields.

recorded interest

expense of

$310 thousand

and $276

thousand for

weeks ended November 30, 2024 and December 2, 2023, respectively.

INCOME TAXES

For the second quarter of fiscal

2025, our pre-tax income was $289.0

million, compared to $22.1 million for the

of fiscal 2024.

of $70.6 million

was recorded for

second quarter 2025

with an effective

tax rate of

24.4%.

For second quarter 2024, income tax expense was $5.5 million with an effective tax rate of 25.0%.

For

the

twenty-six weeks

pre-tax

income was

$486.9

$22.9

million for

the

same period of

fiscal 2024. Income

tax expense of

$119.0 million

was recorded for

the twenty-six weeks ended

with

an effective

tax

rate

of

24.4%.

For

the

same

period

of

fiscal 2024,

income

tax

expense was

$5.9

million

with

an

effective tax rate of 25.7%.

Items causing

our effective

tax rate

to differ

from the

federal statutory

income tax

rate of

21% are

state income

taxes, certain

federal tax credits

and certain items included

in income or

loss for financial reporting

purposes that are

not included in taxable

income or loss

for income tax

purposes, including tax exempt

interest income, certain nondeductible

expenses, and net

income

or loss attributable to noncontrolling interest.

NET INCOME ATTRIBUTABLE

TO CAL-MAINE FOODS, INC.

Net

income

attributable

to

Foods,

Inc.

for

the

second

quarter

ended

30,

was

$219.1

or

$4.49 per

basic and

$4.47 per

diluted common

share, compared

to net

of $17.0

million, or $0.35 per basic and diluted common share, for the same period of fiscal 2024.

attributable to

Cal-Maine Foods,

Inc. for

the twenty-six weeks

was $369.0

$7.57 per

basic and

$7.54 per

diluted common

share, compared

to net

of $17.9

million or $0.37 per basic and diluted common share, for the same period of fiscal 2024.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital and Current Ratio

Our

working

capital

was

$1.2

billion

at

30,

to

$1.0

billion

at

June

1,

The

calculation

of

working capital is

defined as current

assets less current

liabilities. Our current

ratio was 5.5

at November 30, 2024

and June 1,

2024. The current ratio is calculated by dividing current assets by current liabilities.

Cash Flows from Operating Activities

For the twenty-six weeks ended November 30, 2024, $240.2 million in

net cash was provided by operating activities, compared

to

$73.7

million

by

activities

for

the

comparable

period

in

fiscal

The

in

cash

flow

from

activities

from

higher

net

average

selling

prices

per

dozen,

volume

of

sales

and

a

decrease

in

feed

ingredient

costs

to

the

period,

partially

offset

by

the

in

volume

and

price

of

outside egg purchases.

Cash Flows from Investing Activities

For

the

weeks

ended

30,

2024,

$247.4

million

was

used

in

investing

activities,

due

to

the

of

assets

of

ISE,

and

purchases

of

property,

plant

and

equipment.

This

compares

to

$32.8

million

by

investing activities

in the

2024, primarily

due to

investment securities.

Sales and

were $426.5

million in

weeks

and purchases

of

investment securities were

$501.6 million during

the period. Sales

and maturities of

investment securities were

$196.1 million

in the prior year period while purchases of investment securities were $43.6 million during the period. The increase

in sales and

is primarily

due to

the maturities

of short-term

investments during

the first

two quarters

of

Index

fiscal 2025. Purchases of

property, plant

and equipment were $65.6

million and $65.8 million

in the first

two quarters of

fiscal

2025 and 2024, respectively, primarily reflecting progress on our construction projects.

Cash Flows from Financing Activities

We

paid dividends of $87.8 million for

the twenty-six weeks ended November 30, 2024

compared to $37.3 million in the

same

prior-year period.

As of

2024, cash

decreased $97.6

million since

June 1,

2024, compared

to an

increase of

$69.0 million

during

the same period of fiscal 2024. The decrease is primarily due to the acquisition of assets of ISE during fiscal 2025.

Credit Facility

On

15,

2021,

we

entered

into

a

credit

agreement

that

for

a

senior

secured

revolving

credit

facility

(the

“Credit Facility”),

in an

initial aggregate

principal amount

of up

to $250

million with

a five-year

term. As

of November

30,

2024, no amounts were borrowed under the Credit Facility.

We have

$4.7 million in outstanding standby letters of credit issued

under our Credit Facility for the benefit of certain insurance companies. Refer to Part II Item 8, Notes to Consolidated Financial

Statements

and

Supplementary

Data,

Note

Credit

Facility

included

in

our

Annual

Report

for

further

information

regarding our long-term debt.

Dividends

In

accordance

with

our

variable

dividend

policy,

we

will

pay

a

cash

dividend

totaling

$73.0

or

$1.489

per

share,

to

holders

of

our

Common

Stock

and

Class

A

Common

Stock

with

respect

to

our

second

quarter of fiscal

2025. The amount

paid per share

will vary based

on the number

of outstanding shares

on the record

date. The

dividend is payable on February 13, 2025 to holders of record on January 29, 2025.

Material Cash Requirements

Material cash

requirements for operating

activities primarily consist

of feed

ingredients, processing, packaging

costs, employee related costs, and

other general operating expenses, which

we expect to be paid

from our cash from operations

and cash and investment

securities on hand for

at least the next

12 months. While volatile

egg prices and feed

ingredient costs,

among

other

things, make

long-term predictions

difficult,

we

have

substantial liquid

assets and

availability under

our

Credit

Facility to fund future operating requirements.

Our material cash

requirements for capital expenditures

consist primarily of our

construction projects to

increase our cage-free

capacity.

We

continue to

monitor the

increasing demand

for cage-free

eggs and

to

engage with

our

in

efforts

to achieve

a smooth

transition toward

their announced

timelines for

cage-free egg

sales. The

following table

presents

material construction projects approved as of November 30, 2024 (in thousands):

Project(s) Type

Projected

Completion

Projected Cost

Spent as of

Remaining

Projected Cost

Cage-Free Layer & Pullet Houses

Fiscal 2025

$

83,167

$

79,340

$

3,827

Feed Mills

16,593

6,376

10,217

Egg Products Expansion

15,361

15,361

Cage-Free Layer & Pullet Houses

195,996

126,117

69,879

$

311,117

$

211,833

$

99,284

The table reflects approximately $60 million in new capital projects added since the end of first quarter 2025. These projects

include the addition of five new cage-free layer houses and two pullet houses across our locations in Florida, Georgia, Utah and

Texas. We

expect the projects to be completed with additional production capacity for approximately 1.1 million cage-free

layer hens and 250 thousand pullets by late summer 2025. We are also investing $15 million to expand our egg products

processing facility in Blackshear, Georgia to add extended shelf-life liquid eggs products.

We expect the processing plant and hatchery that we acquired in fourth quarter 2024 and repurposed for use in shell egg

production to be online in our next fiscal quarter. We

have been working with local contract growers and have commitments

that would result in approximately 1.2 million additional free-range hens by fall 2025.

Index

We believe our current cash balances, investments, projected cash flows from operations, and available borrowings under our

Credit Facility will be sufficient to fund our capital expenditure cash needs for at least the next 12 months and to fund our

capital commitments currently in place thereafter.

IMPACT OF RECENTLY

ISSUED/ADOPTED ACCOUNTING STANDARDS

For

information

on

changes

in

principles

and

new

policies,

see

Note 1 - Summary of Significant

Accounting Policies

of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting

estimates are

those estimates

made in

U.S. generally

accepted accounting

principles that

involve

a

significant

level

of

estimation

uncertainty

and

have

had

or

are

likely

to

have

a

material

impact

on

our

financial condition

or results

of operations.

There have

been no

changes to

our critical

accounting estimates

identified in

our

2024 Annual Report.