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CAL-MAINE FOODS INC

For the period ended May 31, 2025. Filed Jul 22, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Jul 22, 2025

CALM$68.83+6.5%Stored close · as of Nov 9, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-K

Period ended 2024-06-01; filed 2024-07-23.

0001562762-24-000177

Item 1A. Risk Factors

Current report: 10-K

Period ended 2025-05-31; filed 2025-07-22.

0001562762-25-000170

Item 1A. Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 2467 previous paragraphs and 2594 current paragraphs.

1065 unchanged; 126 reworded; 1387 added; 1245 removed; 31 previous and 16 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1387)

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the known factors that

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may materially affect our

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business, financial condition or

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of operations. They should

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be considered

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in addition to

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the information set

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forth elsewhere

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in this Annual

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that we are

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but currently

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immaterial or that

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could apply to

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any company could

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Market prices of

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in these prices

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can adversely impact

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control. As a

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result, our

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prior performance

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certain circumstances,

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small increases

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in production,

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decreases in demand,

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within the industry

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might have a

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large adverse

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Market prices for wholesale shell

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eggs have been volatile and

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cyclical. Shell egg prices have

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risen in the past

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during periods of

Showing the first 40 of 1387 passages. Open the source sections for the rest.

Removed paragraphs (1245)

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of operations. They

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should be considered

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to the information

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this Annual

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or that we

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currently deem

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immaterial or

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any company

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of operations.

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Market prices

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of wholesale

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prices can

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adversely impact

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Our operating results are significantly

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affected by wholesale shell egg

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are outside our

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control. As

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certain circumstances, small increases

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in production, or small

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decreases in demand, within

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the industry might

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have a large adverse

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our revenues and profits.

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have been volatile

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and cyclical. Shell

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egg prices have

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risen in the

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past during periods

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diets are popular. Shell egg

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first detected

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in domestic

Showing the first 40 of 1245 passages. Open the source sections for the rest.

Reworded paragraphs (126)

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control. The following is a description of the known factors that may materially affect

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control. The following is a description of

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also materially adversely affect our business, financial condition or results

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also materially adversely affect our business, financial condition or results of operations.

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market prices, which fluctuate widely and

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Our operating results are significantly affected by wholesale shell egg market prices, which fluctuate widely and are outside our

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effect on shell egg prices. Low shell egg prices adversely affect

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effect on shell egg prices. Low shell egg prices adversely affect our revenues and profits.

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high demand such as the initial outbreak of

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high demand such as the initial outbreak of the COVID-19 pandemic and periods when high protein diets are popular. Shell egg

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ultimately resulted in an oversupply of eggs, leading to a period of lower prices.

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increasing the number of layers, which historically has ultimately resulted in an oversupply of eggs, leading to a period of lower

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the improved nutritional reputation of eggs and an increase

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We believe high-protein diet trends, industry advertising campaigns, the improved nutritional reputation of eggs and an increase

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in at-home consumption

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in at-home consumption of eggs

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egg demand. However, it is possible that the demand for shell eggs will decline in the future. Adverse publicity relating to health

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egg demand. However, it is possible that the demand

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shell eggs, which could have a material adverse effect on our future

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shell eggs, which could have a material adverse effect on our future results of operations and financial condition.

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Feed costs are volatile and increases in these costs can

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Feed costs are volatile and increases in these costs can adversely impact our results of operations.

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to 63% of total farm production cost

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to 63% of total

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and its impact on the export markets. Our costs for corn and soybean meal

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Ukraine war and its impact on the export markets. Our costs for corn and soybean meal are also affected by local basis prices.

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on the results

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material adverse effect on the results

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and pests can materially and adversely affect the quality and quantity of shell eggs

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adversely affect the quality and quantity

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we produce and distribute. Outbreaks of avian

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and distribute. Outbreaks of avian

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future adversely impact, the health of our flocks and could in the future adversely impact the health of our employees. Continued

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of our flocks and could in the

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or intensified spread of HPAI could have a material adverse impact on our financial results

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HPAI could have a material adverse impact on

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on the sale and

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on the sale and distribution of

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and requiring us to

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our products and requiring us to

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affected by any of these factors in any given quarter or year,

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affected by any of these factors in any given quarter or year, our business, financial condition, and results of operations could be

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policies and procedures designed to comply with the complex rules and regulations governing egg production, such as The Final

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maintains policies and procedures designed to comply with the complex

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to any such events, or at all.

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due to any such events, or at all.

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expenses, including as a result of inflation.

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expenses, construction materials and equipment, including as a result of inflation and tariffs.

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In addition to feed ingredient costs, other significant input costs include costs of packaging materials and delivery expenses. Our

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In addition to feed ingredient costs, other significant input costs include costs

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experienced increases in delivery expenses during fiscal 2023 and 2022 due to increases in fuel and labor costs for both our fleet

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experienced increases in delivery expenses during fiscal 2023 and 2022 due to increases in fuel and labor costs for

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have an adverse effect on our profitability and cash flow.

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could have a material adverse effect on our profitability and cash flow.

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or under-estimate the demand for cage-free

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or under-estimate the

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less-than-optimal for our future

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less-than-optimal for our

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requirements to be designated as cage-free. Conversely,

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requirements to be designated as cage-free. Conversely, if we acquire cage-free production capacity, which is more expensive to

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Acquisitions require capital resources and can divert management’s attention from our existing business. Acquisitions also entail

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can divert management’s attention from our existing

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expenditures in integrating an acquired business than we anticipated at the

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expenditures in integrating an acquired business than we anticipated at the time of its purchase.

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levels of significance, and we cannot guarantee that such approvals

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levels of significance, and we cannot guarantee that such approvals would be obtained.

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Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations –

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Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and

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and/or variants, or

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and/or variants, or any future major

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health crisis, would disrupt

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public health crisis, would disrupt our

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our business and could

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business and could have a material adverse

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Our largest customers have accounted for a significant portion of our net sales volume. Accordingly, our business may be

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our net sales volume. Accordingly, our business

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adversely affected by the loss of, or reduced purchases by,

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adversely affected by the loss of, reduced purchases by, or pricing pressure from, one or more

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one or more of our large customers.

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of our large customers.

Showing the first 40 of 126 pairs. Open the source sections for the rest.

Rearranged current paragraphs (16)

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for shell eggs will decline in the

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future. Adverse publicity relating to health

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Analysis of Financial Condition and Results of Operations – HPAI

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rules and regulations governing egg production, such as

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of packaging materials and delivery expenses. Our

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items. Increases in these costs are

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shortage of labor available to us

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stocking cage-free eggs, which may challenge

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our ability to meet the cage-

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operating results and financial condition could be

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our ability to source the commodities

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we use to feed our flocks, and

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could increase our cost to obtain insurance,

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and/or make it difficult for or

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and processing facilities, labor shortages or disruption

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The market price of our Common Stock
Rearranged previous paragraphs (31)

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our business, financial condition or results

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the COVID-19 pandemic and periods when high protein

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-protein diet trends, industry advertising campaigns,

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results of operations and financial condition.

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adversely impact our results of operations.

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are also affected by local basis prices.

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our business, financial condition, and results of operations could

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if we acquire cage-free production capacity,

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Our customers, such as supermarkets, warehouse clubs

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which could adversely affect our financial results.

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producing, marketing and selling shell eggs. We

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on our information technology systems, which we rely

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or financial results could be negatively impacted.

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by vulnerabilities present in acquired or integrated systems

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may at times fail (or be perceived

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perceived to have failed, to address or comply

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have a material adverse effect on our business.

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impact our business and results of operations.

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a material adverse effect on our results of operations.

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inspection by the USDA, OSHA, EPA and

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with such laws and regulations in the future.

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Climate change and legal or regulatory responses

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could materially and adversely affect our operating

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global crop production, including corn and

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change, significantly, our day-to-day

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time, oversight and enterprise expense. We

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need to grow or operate our business;

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difficult for them to supply raw materials;

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for eggs or increase our bad debt expense; or

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it could have an adverse effect on our business.

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Events beyond our control such as extreme