Cal-Maine Foods - 10-K annual report 2021

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC

20549

FORM

10-K

☑

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year Ended

May 29, 2021

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number:

001-38695

CAL-MAINE FOODS, INC.

(Exact name of registrant as specified in its charter)

Delaware

64-0500378

(State or other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

1052 Highland Colony Pkwy, Suite 200

Ridgeland

Mississippi

39157

(Address of principal executive offices) (Zip Code)

(

601

)

948-6813

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common Stock, $0.01 par value per share

CALM

The

NASDAQ

Global Select Market

Securities registered pursuant to Section 12 (g) of the Act:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

Yes

☑

☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes

☐

☑

Indicate by check mark whether the registrant

(1) has filed all reports required

to be filed by Section 13

or 15(d) of the Securities Exchange Act

of 1934 during the preceding

12 months (or for such

shorter period that the registrant

was required to file such

reports), and (2) has been

subject

to such filing requirements for the past 90 days.

Yes

☑

☐

Indicate by check mark

whether the registrant has

submitted electronically every Interactive

Data File required to

be submitted pursuant to

Rule

405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to

submit

such files).

Yes

☑

☐

Indicate

check

mark

whether

the

registrant

large

accelerated

filer,

accelerated

filer,

non-accelerated

filer,

smaller

reporting

company,

or an emerging

growth company.

See the definitions

of “large accelerated

filer,” “accelerated

filer”, “smaller reporting

company”,

and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an

emerging

growth company,

indicate by

check mark

if the

registrant has

elected

not to

use the

extended transition

period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

☐

Indicate by

check mark

whether the registrant

has filed

a report on

and attestation

to its

management's assessment of

the effectiveness

of its

internal control over

financial reporting under

Section 404(b) of

the Sarbanes-Oxley Act

(15 U.S.C. 7262(b))

by the registered

public accounting

firm that prepared or issued its audit report.

☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes

☐

☑

The aggregate market value, as reported

by The NASDAQ Global Select Market,

of the registrant’s

Common Stock, $0.01 par value,

held by

non-affiliates

at November 28,

2020, which

was the

date of

the last

business day

of the

registrant’s

most recently

completed second

fiscal

quarter, was $

1,512,923,967

As of

July 19, 2021,

44,058,463

shares of

the registrant’s

Common Stock,

$0.01 par

value, and

4,800,000

shares of the

registrant’s

Class A

Common Stock, $0.01 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The information called

for by Part III

of this Form 10-K

is incorporated herein

by reference from the

registrant’s Definitive

Proxy Statement

for its 2021

annual meeting of

stockholders which will be

filed pursuant to Regulation

14A not later than

120 days after the

end of the

fiscal

year covered by this report.

Table of Contents

TABLE OF CONTENTS

Item

Page

Number

Part I

FORWARD -LOOKING STATEMENTS

Business

1A.

Risk Factors

1B.

Unresolved Staff Comments

Properties

Legal Proceedings

Mine Safety Disclosures

Part II

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases

of Equity Securities

Selected Financial Data

Management’s Discussion and Analysis of Financial Condition and Results of Operations

7A.

Quantitative and Qualitative Disclosures About Market Risk

Financial Statements and Supplementary Data

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

9A.

Controls and Procedures

9B.

Other Information

Part III

10.

Directors, Executive Officers and Corporate Governance

11.

Executive Compensation

12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters

13.

Certain Relationships and Related Transactions, and Director Independence

14.

Principal Accounting Fees and Services

Part IV

15.

Exhibits, Financial Statement Schedules

16.

Form 10-K Summary

Signatures

Table of Contents

PART

FORWARD

-LOOKING STATEMENTS

This report contains numerous forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the

“Securities Act”) and

Section 21E of

the Securities Exchange

Act of 1934

(the “Exchange Act”)

relating to our

shell egg

business,

including estimated future production

data, expected construction schedules,

projected construction costs, potential

future supply

of and

demand for

our products,

potential future

corn and

soybean price

trends, potential

future impact

on our

business of

the

coronavirus

(“COVID-19”)

pandemic,

potential

future

impact

our

business

new

legislation,

rules

policies,

potential

outcomes of legal proceedings,

and

projected operating data, results

of operations and financial

condition. Such forward-looking

statements

are

identified

the

use

words

such

“believes,”

“intends,”

“expects,”

“hopes,”

“may,”

“should,”

“plans,”

“projected,” “contemplates,” “anticipates,”

or similar words.

Actual results could

differ materially

from those projected

in the

forward-looking

statements.

The

forward-looking

statements

are

based

management’s

current

intent,

belief,

expectations,

estimates, and

projections regarding

the Company

and its

industry.

These statements

are not

guarantees of

future performance

and involve risks, uncertainties,

assumptions, and other factors

that are difficult

to predict and may

be beyond our

control. The

factors that could cause actual results to differ materially from those projected in the

forward-looking statements include, among

others, (i) the risk factors set forth in Item 1A Risk Factors and elsewhere in this report as well

as those included in other reports

we file from time to time with the Securities and Exchange Commission (the

“SEC”) (including our Quarterly Reports on Form

10-Q and Current

Reports on Form

8-K), (ii) the

risks and hazards

inherent in the

shell egg business

(including disease, pests,

weather conditions,

and potential

for product

recall), (iii)

changes in

the demand

for and

market prices

of shell

eggs and

feed

costs, (iv) our

ability to predict

and meet demand

for cage-free and

other specialty eggs,

(v) risks, changes,

or obligations that

could result from

our future acquisition

of new flocks

or businesses, and

risks or changes

that may cause

conditions to completing

a pending acquisition not to be met, (vi) risks relating to the evolving COVID-19 pandemic, and (vii) adverse results in pending

litigation matters.

Readers are

cautioned not

to place

undue reliance

on forward-looking

statements because,

while we

believe

the assumptions on which the

forward-looking statements are based are

reasonable, there can be no

assurance that these forward-

looking

statements

will

prove

accurate. Further,

forward-looking statements

included

herein

are

only

made

the

respective dates thereof, or if no date is stated, as of the date hereof.

Except as otherwise required by law, we disclaim any intent

obligation

update

publicly

these

forward-looking

statements,

whether

because

new

information,

future

events,

otherwise.

ITEM 1.

BUSINESS

Our Business

We are the largest producer and distributor of shell eggs in the United States. Our mission is to be the most sustainable producer

and reliable

supplier of

consistent, high

quality fresh

shell eggs

and egg

products in

the country,

demonstrating a

"Culture of

Sustainability" in everything

we do, and creating

value for our shareholders,

customers, team members

and communities. We sell

most of our shell eggs in

the southwestern, southeastern, mid-western and mid-Atlantic regions of

the U.S. and aim to maintain

efficient, state-of-the-art operations located close to our customers. We were founded in 1957 by the late Fred R. Adams, Jr. and

are headquartered in Ridgeland,

Mississippi.

The Company has one operating segment, which is the production, grading, packaging, marketing and distribution of shell eggs.

Our

integrated

operations

consist

hatching

chicks,

growing

and

maintaining

flocks

pullets,

layers,

and

breeders,

manufacturing feed,

and producing,

processing, packaging,

and distributing

shell eggs.

Layers are

mature female

chickens, pullets

are female chickens usually under 18 weeks of

age, and breeders are male and female chickens

used to produce fertile eggs to be

hatched for egg production flocks.

Many of our customers rely on us to provide most of their

shell egg needs, including specialty and conventional eggs. Specialty

eggs encompass a

broad range of

products. We

classify nutritionally enhanced,

cage-free, organic and

brown eggs as

specialty

eggs for accounting and reporting purposes. We

classify all other shell eggs as conventional products. While

we report separate

sales information for these egg types, there are many cost factors that are not specifically available for conventional or specialty

eggs due

to the

nature of

egg production.

We manage our

operations and

allocate resources

to these

types of

eggs on

a consolidated

basis based on the demands of our customers.

Over time, we have acquired other companies in our industry.

Since 1989 through our fiscal year ended May 29, 2021, we have

completed 22

acquisitions ranging

in size

from 160 thousand

layers to

7.5 million layers.

In addition,

subsequent to

our fiscal

2021, we

acquired the

remaining 50%

membership interest

in Red

River Valley

Egg Farm,

LLC, effective

June 1,

2021. For

further

description

this

transaction,

refer

Part

II.

Item

Notes

the

Consolidated

Financial

Statements,

Note 20 –

Subsequent Events.

Table of Contents

When

use

“we,”

“us,”

“our,”

the

“Company”

this

report,

mean

Cal-Maine

Foods,

Inc.

and

our

consolidated

subsidiaries, unless otherwise indicated or the

context otherwise requires. Our fiscal year

2021 ended May 29, 2021, and

the first

three fiscal quarters of fiscal 2021 ended August 29, 2020, November 28, 2020, and February 27, 2021. All

references herein to

a fiscal year means our fiscal year and all references to a year mean a calendar year.

Industry Background

According to the

U.S. Department of

Agriculture (“USDA”) Agricultural

Marketing Service in

2020, approximately 72%

of eggs

produced in the U.S.

were sold as shell

eggs, with 66% sold

to retail outlets (e.g.

through grocery and convenience

stores), 3%

sold to foodservice customers and 3% exported. The remaining 28% of eggs produced in the U.S. are sold as egg products

(shell

eggs broken and

sold in liquid,

frozen, or dried

form) to

institutions (e.g. companies

producing baked goods).

For information

about egg producers in the U.S., see “Competition” below.

Based on historical consumption

trends, we believe general demand

for eggs increases basically

in line with overall

population

growth, averaging about 2% per year.

Specific events can impact egg consumption in a particular period. For

example, in 2015,

egg consumption decreased approximately 4% over the prior year primarily due to a shortage of eggs

resulting from an outbreak

of avian influenza ("AI") in the spring of

that year.

In 2016, consumption rebounded and increased 7% over

2015 and 3% over

the pre-shortage level of 2014.

According to the USDA, annual per

capita U.S. consumption since 2016 varied

between 278 and

293 eggs. In calendar

year 2020, per capita

U.S. consumption was estimated

to be 287 eggs,

or approximately six

eggs per person

per week. Per

capita consumption

is determined

by dividing

the total supply

of eggs by

the entire

population in

the U.S. (assuming

all eggs produced domestically by the egg

industry are consumed).

Sales prices of eggs are dependent upon

many factors other

than consumption. For information about shell egg prices see “Prices for Shell Eggs” below.

Prices for Shell Eggs

Wholesale shell egg

sales prices are

a critical component

of revenue for

the Company.

Wholesale shell egg

prices are volatile,

cyclical, and

impacted by

a number

of factors,

including consumer demand,

seasonal fluctuations, disease,

and by

the number

and productivity of

laying hens

in the U.S.

While we

use several different

pricing mechanisms in

pricing agreements with

our

customers, we believe the

majority of conventional shell eggs

sold in the U.S.

in the retail and

foodservice channels are sold

prices

that

take

into

account,

varying

ways,

independently

quoted

wholesale

market

prices

published

Urner

Barry

Publications, Inc.

("UB") for

shell eggs.

sell the

majority of

our conventional

shell eggs

based on

formulas that

take into

account, in varying ways, independently quoted regional

wholesale market prices for shell eggs or

formulas related to our costs

of production, which

include the cost

of corn and

soybean meal. We

do not sell

eggs directly to

consumers or set

the prices at

which eggs are sold to consumers.

The weekly average price

for the southeast region

for large white

conventional shell eggs as

quoted by UB is

shown below for

the past three

fiscal years along

with the five-year

average price.

As further discussed

Part II. Item 7. Management’s Discussion

and Analysis – Results of Operations

, conventional shell egg prices experienced a brief but significant

increase during the fourth

quarter of fiscal 2020 related to the onset of the COVID-19 pandemic. The actual prices that we realize on any

given transaction

will not necessarily equal quoted market prices because

of the individualized terms that we negotiate

with individual customers

which are influenced by many factors.

Table of Contents

Specialty

eggs

are

sold

prices

and

terms

negotiated

directly

with

customers.

Historically,

prices

for

specialty

eggs

have

experienced less volatility than prices for conventional shell eggs and have generally been higher due to customer

and consumer

willingness to pay more for specialty eggs.

Feed Costs for Shell Egg Production

Feed is a primary

cost component in the

production of shell eggs

and represented 58.2% of

our fiscal 2021 farm

production costs.

We routinely fill our storage

bins during harvest

season when prices

for feed ingredients

are generally lower.

To ensure continued

availability of feed ingredients,

we may enter into contracts

for future purchases of corn

and soybean meal, and as

part of these

contracts, we may lock-in the basis portion

of our grain purchases several months in

advance. Ordinarily, we

do not enter long-

term contracts beyond

a year to

purchase corn and

soybean meal or

hedge against increases

in the price

of corn and

soybean meal.

As the

quality and

composition of

feed is

a critical

factor in

the nutritional

value of

shell eggs

and health

of our

chickens, we

formulate and produce

the vast majority

of our own

feed at our

feed mills located

near our production

plants. Our annual

feed

requirements for

fiscal 2021

were 1.8 million

tons of

finished feed,

of which

we manufactured

1.6 million tons.

currently

have the capacity to

store 152 thousand tons of

corn and soybean meal,

and we replenish these

stores as needed throughout

the

year.

Our primary feed ingredients, corn and soybean meal, are commodities and are subject to volatile price changes due

to weather,

various supply and

demand factors,

transportation and storage

costs, speculators, and

agricultural, energy

and trade policies

the U.S. and internationally. We purchase the vast majority of our corn and soybean meal from U.S

sources but may be forced to

purchase internationally

when U.S.

supplies are

not readily

available. Feed

grains are

currently available

from an

adequate number

of sources in

the U.S. As

a point of

reference, a multi-year

comparison of the

monthly average of

daily closing prices

per Chicago

Board of Trade are shown below for corn and soybean meal:

Table of Contents

Shell Egg Production

We produced approximately

90.5% of

our total

shell eggs

sold in

fiscal 2021,

with 91%

of such

production coming

from company-

owned

facilities, and

from

contract

producers.

Under

typical

arrangement

with

contract

producer,

own

the

flock,

furnish all

feed and

critical supplies,

own the

shell eggs

produced and

assume market

risks. The

contract producers

own and

operate their facilities

and are paid

a fee based

on production with

incentives for performance.

We purchased approximately 9.5%

of the total shell eggs we sold during fiscal 2021 from outside suppliers.

The commercial production of shell eggs

requires a source of baby chicks

for laying flock replacement. We produce the majority

our

chicks

our

own

breeder

farms

and

hatcheries

computer-controlled

environment

and

obtain

the

balance

from

commercial sources.

After the

eggs are

produced, they

are graded

and packaged.

Substantially all

our farms

have modern

“in-line” facilities

which

mechanically gather, grade

and package

the eggs

at the

same location

where they

are laid.

The in-line

facilities generate

significant

efficiencies and cost savings

compared to the

cost of eggs

produced from non-in-line

facilities, which process

eggs laid at

another

location and transported to the

facility. The in-line facilities also produce a higher

percentage of USDA Grade A

eggs, which sell

at higher prices. Eggs produced on farms owned by contractors are brought

to our processing plants to be graded and packaged.

Because shell eggs are perishable,

we do not maintain

large egg inventories. Our

egg inventory averaged

six days of sales

over

the course of fiscal 2021. We

believe our constant focus on production efficiencies and

automation throughout the supply chain

enable us to be a low-cost supplier in our markets.

do not

use artificial

hormones in

the production

of our

eggs. Hormone

use in

the poultry

and egg

production industry

has

been

effectively

banned in

the U.S.

since the

1950s. We

have an

extensive written

protocol that

allows the

use of

medically

important

antibiotics

only

when

animal

health

risk,

consistent

with

guidance

from

the

United

States

Food

and

Drug

Administration

("FDA")

and

the

Guidance

for

Judicious

Therapeutic

Use

Antimicrobials

Poultry,

developed

the

American Association of

Avian Pathologists. When antibiotics are

medically necessary, a licensed veterinary

doctor will approve

and administer approved doses for a restricted

period. Our programs are designed to ensure

antibiotics are ordered and used only

when necessary and records of their usage – when and where – are maintained to monitor compliance with our

protocols. We do

not use antibiotics for growth promotion or performance enhancement.

Specialty Eggs

are

one

the

largest

producers

and

marketers

value-added

specialty

shell

eggs

the

U.S.,

which

continues

significant and

growing segment

of the

market. We classify

nutritionally enhanced,

cage-free, organic

and brown

eggs as

specialty

eggs for accounting and reporting purposes. Specialty eggs are intended to meet the demands of consumers who are

sensitive to

environmental, health and/or animal welfare issues.

Table of Contents

As defined by the USDA, eggs packed in USDA grade marked consumer packages labeled as cage-free are laid by hens that are

able to roam vertically and horizontally

in indoor houses, and have access

to fresh food and water. Cage-free systems must allow

hens to

exhibit natural

behaviors and

include enrichments

such as

scratch areas,

perches and

nests. Hens

must have

access to

litter, protection from predators and be able to move in a barn in a manner that promotes bird welfare.

A significant number

of our customers

have announced goals

to offer

cage-free eggs exclusively

on or before

2026, subject in

most cases to availability of supply, affordability and customer demand, among other contingencies. Additionally,

several states

have

passed

legislation

requiring

the

sale

and

production

only

cage-free

eggs

within

this

time

period

and

other

states

are

considering such requirements.

Our customers typically

do not commit

to long-term purchases

of specific quantities

or type of

eggs with

us, and

as a

result, it

is difficult

to accurately

predict customer

requirements for

cage-free eggs.

are, however,

engaging with

our customers

in an

effort to

achieve a

smooth transition

in meeting

their announced

goals and

needs. Sales

cage-free

eggs

represented

approximately

23%

our

shell

egg

revenues

for

fiscal

year

2021,

and

currently

our

production

capacity exceeds customer requirements, which we believe positions us well, as our

customer base is primarily outside of states

that have mandated cage-free production and

sales We

have invested significant capital in recent

years to acquire and construct

cage-free facilities, and

we expect our

focus for future

expansion will continue to

include cage-free facilities, as

our customers

transition

meet

consumer

demand

and

comply

with

evolving

legal

requirements.

the

same

time,

understand

the

importance of our continued ability

to provide affordable conventional

eggs in order to provide

our customers with a variety

egg choices and to address hunger in our communities.

Egg-Land’s Best®

and

Land O’ Lakes®

branded eggs are

produced and processed

under license from

Eggland's Best, Inc.

("EB")

at our facilities under EB guidelines.

Land O’ Lakes®

branded eggs are produced by hens that

are fed a whole-grain vegetarian

diet. Our Farmhouse Eggs® brand eggs are produced at our facilities by

cage-free hens that are provided with a vegetarian diet.

We market

organic, vegetarian, and omega-3 eggs under our

4-Grain®

brand, which consists of both caged and cage-free eggs.

We also produce, market, and distribute private label specialty shell eggs to several customers.

Egg Products

Egg products are shell eggs broken and sold in liquid, frozen, or dried form. We

sell liquid and frozen egg products primarily to

the institutional, foodservice, and

food manufacturing sectors

in the U.S.

Our egg products

are sold through

our wholly owned

subsidiaries American Egg Products, LLC located in Georgia and Texas Egg Products, LLC located in Texas.

Summary of Conventional and Specialty Shell Egg and Egg Product Sales

The

following

table

sets

forth

the

contribution

percentage

revenue

and

volumes

dozens

sold

conventional

and

specialty shell egg and egg product sales for the following fiscal years:

2021

2020

2019

Revenue

Volume

Revenue

Volume

Revenue

Volume

Conventional Eggs

56.8

73.2

61.4

76.1

59.4

74.9

Specialty Eggs

Egg-Land’s Best®

20.9

13.5

19.2

12.7

19.9

13.5

Other Specialty Eggs

19.1

13.3

16.7

11.2

17.3

11.6

Total Specialty Eggs

40.0

26.8

35.9

23.9

37.2

25.1

Egg Products

2.7

2.3

3.0

Marketing and Distribution

sell most of our shell eggs in

the southwestern, southeastern, mid-western and mid-Atlantic regions of

the U.S. through our

extensive distribution network to a diverse group of customers, including national and regional grocery store chains, club

stores,

companies servicing

independent supermarkets

in the

U.S., foodservice

distributors and

egg product

consumers. Some

of our

sales are

completed through

co-pack agreements

–

a common

practice in

the industry

whereby production

and processing

certain products is

outsourced to another

producer. Although

we face intense

competition from numerous other

companies, we

believe that we have the

largest market share for the sale

of shell eggs in the

grocery segment, including large U.S.

food retailers.

Table of Contents

are a member

of the EB

cooperative and produce,

market and distribute

EB and Land

O'Lakes branded eggs,

both directly

and through our joint ventures Specialty Eggs, LLC and Southwest Specialty Eggs, LLC, under

exclusive license agreements in

Alabama, Arizona, Florida, Georgia, Louisiana, Mississippi, Nevada, and Texas; portions of states in California, North Carolina

Oklahoma, South Carolina, Utah, as well as the whole New York City area.

The majority of eggs sold are based on the daily or short-term needs of our customers. Most sales to established accounts are on

payment terms ranging

from seven to

30 days. Although

we have established

long-term relationships

with many

of our customers,

most of them are free to acquire shell eggs from other sources.

The shell eggs

we sell are

either delivered to

our customers’ warehouse

or retail stores,

by our own

fleet or contracted

refrigerated

delivery trucks, or are picked up by our customers at our processing facilities.

Customers

Our top three

customers accounted for

an aggregate of

48.6%, 51.1% and

52.2% of net

sales dollars for

fiscal 2021, 2020,

and

2019, respectively. Our largest customer, Walmart Inc. (including Sam's Club),

accounted for 29.8%, 32.1%

and 33.7% for fiscal

2021, 2020, and 2019, respectively.

In fiscal

2021, approximately 90.5%

of our

revenue related

to sales to

retail customers, 6.8%

to sales to

foodservice providers

and 2.7% to

egg products sales.

Retail customers include

primarily national and

regional grocery store

chains, club stores,

and

companies servicing

independent supermarkets

in the

U.S. Foodservice

customers include

primarily companies

that sell

food

products and related items to restaurants, healthcare and education facilities, and hotels.

Competition

The production, processing, and distribution of shell

eggs is an intensely competitive business, which

has traditionally attracted

large numbers of producers. Shell egg competition is generally based on price, service, and product quality.

The

shell

egg

production

industry

remains

highly

fragmented.

According

Egg

Industry

magazine

its

2021

survey,

producers, each owning

at least 500 thousand

layers, owned approximately

99% of total

industry layers. The

ten largest producers

owned approximately

53% of

total industry

layers compared

to 54%

in the

prior year.

believe industry

consolidation will

continue,

and

plan

capitalize

opportunities

they

arise.

believe

further

concentration

will

result

reduced

cyclicality of

shell egg

prices, but

no assurance

can be

given in

that regard.

A continuation

of this

trend could

create greater

competition among fewer producers.

Seasonality

Retail sales of shell eggs historically have been highest during the fall

and winter months and lowest during the summer months.

Prices for shell eggs fluctuate in response to seasonal demand

factors and a natural increase in egg production during the

spring

and early summer.

Historically, shell

egg prices tend to increase

with the start of the

school year and tend to

be highest prior to

holiday periods,

particularly Thanksgiving,

Christmas, and

Easter.

Consequently,

and all

other

things being

equal, we

would

expect to experience lower selling

prices, sales volumes and net

income (and may incur net

losses) in our first and

fourth fiscal

quarters ending in August/September and May/June, respectively.

Growth Strategy

Our growth strategy is

focused on remaining a

low-cost provider of shell

eggs located near our customers.

In light of the

growing

customer

demand and

increased legal

requirements for

cage-free eggs,

intend to

continue to

closely

evaluate the

need

expand through

selective acquisitions,

with a

priority on

those that

will facilitate

our ability

to expand

our cage-free

shell egg

production capabilities

in key

locations and

markets. We

will continue

to closely

evaluate the

need to

continue to

expand and

convert our own facilities to increase production of cage-free eggs based on a timeline designed to meet the anticipated needs of

our customers and comply with

evolving legal requirements. As the

ongoing production of cage-free eggs

is more costly than the

production

conventional

eggs,

aligning

our

cage-free

production

capabilities

with

changing

demand

for

cage-free

eggs

important to the success of our business.

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Trademarks and License Agreements

We own the trademarks

Farmhouse Eggs®

Sunups®

Sunny Meadow®

and

4Grain®

. We produce and

market Egg-Land's

Best®

and Land O’ Lakes® branded eggs under

license agreements with EB. We

believe these trademarks and license agreements are

important to our business.

Government Regulation

Our facilities and operations are

subject to regulation by various

federal, state, and local agencies, including,

but not limited to,

the FDA,

USDA, Environmental

Protection Agency

("EPA"),

Occupational Safety

and Health

Administration ("OSHA")

and

corresponding state agencies or laws. The applicable regulations relate to grading, quality control, labeling, sanitary

control and

reuse or disposal of

waste. Our shell egg

facilities are subject to

periodic USDA, FDA, EPA,

and OSHA inspections. Our

feed

production

facilities

are

subject

FDA

regulation

and

inspections.

maintain

our

own

inspection

program

monitor

compliance with our own standards and customer

specifications. It is possible that we will be

required to incur significant costs

for compliance with

such statutes and

regulations. In the

future, additional rules

could be proposed

that, if adopted,

could increase

our costs.

California, Colorado,

Massachusetts, Michigan,

Nevada, Oregon,

Rhode Island,

and Washington

have passed

minimum space

and/or cage-free

requirements, mandating

the sale

of only

cage-free eggs

in their

states, with

implementation of

these laws

ranging

from January 2022 to January

2026. These states represent approximately

24% of the U.S. total

population according to the 2020

U.S. Census.

While our

direct sales

into these

states have

not been

material, these

laws will

affect sourcing, production

and pricing

of eggs

(conventional as

well as

specialty) as

the national

demand for

cage-free production

could be

greater than

the current

supply which would

increase the price

of cage-free

eggs, unless more

cage-free production capacity

is constructed.

Likewise,

the national

supply for

eggs from

conventional production could

exceed consumer

demand which

would decrease

the price

conventional eggs.

Environmental Regulation

Our operations and facilities are subject to various federal, state, and local environmental, health and safety

laws and regulations

governing, among

other

things, the

generation, storage,

handling, use,

transportation, disposal,

and remediation

hazardous

materials. Under these laws and

regulations, we must obtain

permits from governmental authorities,

including, but not limited to,

wastewater discharge permits. We

have made, and will continue

to make, capital and other

expenditures relating to compliance

with existing environmental, health and safety

laws and regulations and permits.

We are not currently aware of any major capital

expenditures

necessary

comply

with

such

laws

and

regulations;

however,

environmental,

health

and

safety

laws

and

regulations are becoming increasingly more stringent, including those relating to

animal wastes and wastewater discharges, it is

possible that we will have to incur significant costs for compliance with such laws and regulations in the future.

Human Capital Resources

As of May

29, 2021, we

had 3,286 employees, of whom 2,642 worked

in egg production,

processing, and marketing,

188 worked

in feed

mill operations

and 456, including our

executive officers, were

administrative employees. Approximately

4.1% of

our

personnel

are

part-time, and we

utilize

temporary

employment

agencies

and

independent

contractors

augment

our

staffing needs when necessary. For fiscal 2021, the average monthly full-time equivalent

for contingent workers were 840. None

of our employees are covered by a collective bargaining agreement. We consider our relations with employees to be good.

Culture and Values

are

proud

be contributing corporate

citizens

where

we live

and

work and to

help to create healthy,

prosperous

communities. Our

colleagues

help

continue

enhance our community

contributions,

which are driven

our longstanding culture that strives to promote an environment that

upholds integrity and respect and provides opportunities for

each colleague to realize full potential.

Health and Safety

Our top priority is the health and safety of our employees, who

continue to produce high-quality, affordable

egg choices for our

customers and

contribute to a

stable food supply. Our

enterprise safety committee

comprises two corporate

safety managers,

eight

area

compliance

managers,

local

site

compliance

managers,

feed

mill

managers,

and

general

managers.

The

committee

oversees health

and

safety regularly

reviews

our

written policies

and

changes

OSHA

regulation

standards,

and

information

relates

outcomes

from

incidents

order

improve

future

performance.

The

committee’s

goals

include

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working to ensure that our

engagements with our consumers, customers, and regulators evidence our strong

commitment to our

workers’ health and safety.

Our commitment to our colleagues’ health includes a strong commitment to on-site worker safety, including a focus on accident

prevention and life safety.

Training and safety personnel conduct monthly multi-lingual training

that covers topics such

as slip-

and-fall

avoidance,

respiratory

protection,

prevention

hazardous

communication

chemicals,

the

proper

use

personal

protective equipment, hearing conservation,

emergency response, lockout tagout of

equipment, and forklift safety, among others.

help drive our

focus on colleague

safety, we

developed safety committees

at each of

our sites that

employee representation

from each department. We regularly provide health and safety information to employees via company bulletin boards. Our local

site

farm

and

feed

mill

management

has

an open-door policy

with

employees

discuss

improvement

ideas.

have

also

installed dry hydrogen peroxide biodefense

systems in

our processing facilities. New

colleagues undergo

a two-day orientation

period reviewing our

safety and health

programs and policies as

they relate to

their job tasks

and then are

placed with experienced

team members to learn

the job tasks.

At the 30-day anniversary of the

employees’ hire date,

their supervisor

has a one-on-one

meeting to discuss any questions the employee may still be unsure about as it relates to their job tasks, health and safety policies

and procedures, or any other matters.

review the

success of

our safety

programs on

a monthly

basis to

monitor their

effectiveness and

the development

of any

trends that need

to be addressed.

During fiscal year

2021 our recordable

incident rates decreased

by 21% compared

to fiscal 2020.

Diversity, Equity and Inclusion

Our

culture seeks

embrace the

diversity

and

inclusion

all

our

team

members.

This

culture is driven

our

board

and

executive management team.

Our board comprises seven members,

four of whom are independent.

Women comprise 29% of our

board and 14% of our board members identify as a racial or ethnic minority. As of May 29, 2021, our total workforce comprised

30% women and 52% of colleagues who identify

as racial or ethnic minorities. Our Policy

against Harassment, Discrimination,

Unlawful

Unethical

Conduct

and

Retaliation;

Reporting

Procedure affirms

our

commitment

supporting

our

employees

regardless of race, color, religion, sex, national origin or any other basis protected by applicable law.

Cal-Maine Foods

strives to

ensure that

our colleagues

are treated

equitably. We are an Equal

Opportunity Employer

that prohibits,

by policy and practice, any violation of

applicable federal, state, or local law regarding employment.

Discrimination because of

race, color, religion, sex, pregnancy,

age, national origin, citizenship status, veteran status, physical or mental disability, genetic

information, or any other

basis protected by applicable

law is prohibited. We value diversity

in our workplaces or

in work-related

situations. We maintain strong protocols to help our colleagues perform their jobs free from harassment and discrimination. Our

focus

equitable

treatment

extends

recruitment,

employment

applications,

hiring,

placement,

job

assignments,

career

development, training, remuneration, benefits, discharge

and other matters tied to

terms and conditions of employment. We

are

committed

offer

our

colleagues

opportunities

commensurate

with

our

operational

needs,

their

experiences,

goals

and

contributions.

Recruitment, Development and Retention

believe

in compensating

our

colleagues

with

fair

and competitive wages, in

addition

to offering

competitive benefits. Approximately 78%

of our

employees are

paid at

hourly rates,

with the

majority paid

at rates

above the

federal

minimum

wage

requirement.

Our annual average

weekly wage across

all employees for fiscal

year

2021 was $878.30. We

offer our

full-time eligible

employees a

range of

benefits including

company-paid life

insurance.

The

Company provides

a comprehensive

self-insured health

plan and pays

approximately 85%

of the costs

of the plan

for participating

employees and their

families as of

December 31, 2020. Recent

benchmarking of our health

plan indicates comparable benefits, at

lower

employee contributions, when compared to an applicable

Agriculture

and

Food Manufacturing sector

grouping,

well

as peer

group

data.

In addition, we

offer

employees

the

opportunity

purchase

extensive range

of other

group

plan benefits, such as dental,

vision, cancer,

disability and

voluntary life.

After one

year of

employment, full-time employees,

who

meet

eligibility

requirements, may

elect

to participate

our

KSOP retirement plan,

which

offers

range

investment

alternatives

and

includes

many positive features,

such

automatic enrollment with scheduled

automatic contribution

increases and loan

provisions. And, regardless of

the

employees’ election

to contribute

the

KSOP,

the

Company contributes shares

of Company

stock or

cash

equivalent

to 3%

of pre-tax earnings for

each

pay

period

that

hours

are worked.

We provide

extensive

training

and

development related

safety,

regulatory

compliance,

and

task

training. We invest

developing our future leaders through our Management Intern, Management Trainee,

and informal mentoring programs.

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Sustainability

understand

that

healthy

environment

and

responsible

management

our

flocks

and

natural

resources

are

vital

the

production of high-quality

eggs and

egg products and

to the success of

our Company. We have engaged in

agricultural production

for more than

60 years. Our

agricultural practices continue

to evolve with

increased focus on

sustainability factors as we continue

to strive

to meet the

need for nutritious,

affordable foods to

feed a

growing population even as we

exercise responsible natural

resource stewardship. We plan to publish our

most recent Sustainability update in late July 2021, which will be available on our

website. Information contained in our website is not a part of this report.

COVID-19 Pandemic

For information

regarding our

response to

the COVID-19

pandemic, and

its impact

on our

business, see

Part I. Item 1A. Risk

Factors

and

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

Our Corporate Information

maintain

website

www.calmainefoods.com

where

general

information

about our

business

and

corporate

governance

matters is

available. The

information contained

in our

website is

not a

part of

this report.

Our Annual

Reports on

Form 10-K,

Quarterly

Reports

Form

10-Q,

Current

Reports

Form

8-K,

proxy

statements,

and

all

amendments

those

reports

are

available, free of charge, through our website as soon as reasonably practicable after we file them with the SEC. In addition, the

SEC maintains

a website

at www.sec.gov that

contains reports,

proxy and

information statements,

and other

information regarding

issuers

that

file

electronically

with

the

SEC.

Information

concerning

corporate

governance

matters

also

available

our

website. Cal-Maine Foods, Inc. is a Delaware corporation, incorporated in 1969.

ITEM 1A.

RISK FACTORS

Our

business

and

results

operations

are

subject

numerous

risks

and

uncertainties,

many

which

are

beyond

our

control. The following is a description of

the known factors that

may materially affect our

business, financial condition or

results

of operations. They should

be considered

carefully,

in addition to

the information set

forth elsewhere

in this Annual

Report on

Form 10-K, including under Item 7.

Management’s

Discussion and Analysis of Financial Condition

and Results of Operations,

in making any investment decisions with respect to our securities. Additional risks or uncertainties that are not currently

known

to us,

or that

we are

aware of

but currently

deem to

be immaterial

or that

could apply

to any

company could

also materially

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

INDUSTRY RISK FACTORS

Market prices of

wholesale shell eggs

are volatile,

and decreases

in these prices

can adversely impact

our revenues

and

profits.

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

control. As a

result, our

prior performance

should not

be presumed

to be

an accurate

indication of

future performance.

Under

certain circumstances,

small increases

in production,

or small

decreases in demand,

within the industry

might have a

large adverse

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

Market prices for wholesale shell

eggs have been volatile and

cyclical. Shell egg prices have

risen in the past

during periods of

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

prices have also

risen in the past

during periods of

constrained supply,

such as the

avian influenza outbreak in

2015, which we

believe, based on published industry

estimates, impacted approximately 12% of

the national flock of laying

hens. During times

when prices are

high, the egg

industry has typically

geared up to produce

more eggs primarily

by increasing the

number of layers,

ultimately resulting in an oversupply of eggs, which was subsequently followed by a period of lower prices.

As discussed

above under

the heading

“Seasonality” in

Part I.

Item 1.

Business, seasonal

fluctuations impact

shell egg

prices.

Therefore, comparisons of

our sales and

operating results between

different quarters within a

single fiscal year

are not necessarily

meaningful comparisons.

A decline in consumer demand for shell eggs can negatively impact our business.

believe the

increase in

meals prepared

at home

due to

COVID-19 pandemic,

high protein

diet trends,

industry advertising

campaigns, and the improved nutritional reputation of eggs (related to

better scientific understanding of the role of cholesterol in

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diets) have all contributed to shell egg demand. However,

it is possible that the demand for shell eggs will

decline in the future.

Adverse publicity

relating to

health concerns

and changes

in the

perception of

the nutritional

value of

shell eggs,

changes in

consumer views

regarding consumption

of animal-based

products, as

well as

movement away

from high

protein diets,

could

adversely

affect

demand

for

shell

eggs,

which

would

have

material

adverse

effect

our

future

results

operations

and

financial condition.

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

Feed costs are the

largest element of our

shell egg (farm) production

cost, ranging from 55%

to 58% of total

farm production cost

in the last five fiscal years. Although feed ingredients, primarily corn and soybean

meal, are available from a number of sources,

we do not have

control over the prices

of the ingredients we

purchase, which are affected by

weather, various supply and demand

factors,

transportation

and

storage

costs,

speculators,

and

agricultural,

energy

and

trade

policies

the

U.S.

and

internationally. Increases in feed costs unaccompanied by increases

in the selling price of

eggs can have a material

adverse effect

on the

results of

our operations

and cash

flow. Alternatively,

low feed

costs can

encourage industry

overproduction, possibly

resulting in lower egg prices and lower revenue.

Shell

eggs

and

shell

egg

products

are

susceptible to

microbial

contamination, and

may

required

to,

may

voluntarily, recall contaminated products.

Shell eggs

and shell

egg products

are vulnerable

to contamination

by pathogens

such as

Salmonella. The Company

maintains

policies and procedures designed to comply with the complex rules and regulations

governing egg production, such as The Final

Egg Rule

issued by

the FDA

"Prevention of

Salmonella Enteritidis

in Shell

Eggs During

Production, Storage,

and Transportation,”

and the

FDA’s Food Safety Modernization Act.

Shipment of

contaminated products,

even if

inadvertent, could

result in

a violation

of law

and lead

to increased

risk of

exposure to

product liability

claims, product

recalls and

scrutiny by

federal and

state regulatory

agencies. In

addition,

products

purchased

from

other

producers

could

contain

contaminants

that

might

inadvertently

redistributed by

us. As such,

we might

decide or be

required to recall

a product

if we

or regulators

believe it poses

a potential

health risk. Any product recall could

result in a loss of consumer

confidence in our products, adversely

affect our reputation with

existing and potential customers and

have a material adverse effect on

our business, results of operations

and financial condition.

Agricultural risks, including outbreaks of avian disease, could harm our business.

Our shell egg production activities

are subject to a variety

of agricultural risks. Unusual or

extreme weather conditions, disease

and pests

can materially

and adversely

affect the

quality and

quantity of

shell eggs

we produce

and distribute. The

Company

maintains controls and procedures

to reduce the risk of

exposing our flocks to harmful

diseases; however, despite

these efforts,

outbreaks of avian disease can

and do still occur and

may adversely impact the health

of our flocks. An outbreak of avian

disease

could have a material

adverse impact on our

financial results by increasing

government restrictions on the

sale and distribution

of our products

and requiring us

to euthanize the

affected layers.

Negative publicity from

an outbreak within

our industry can

negatively impact customer perception,

even if the

outbreak does not

directly impact our flocks.

If a substantial

portion of our

layers or production facilities are affected by any of these factors

in any given quarter or year, our business, financial condition,

and results of operations could be materially and adversely affected.

BUSINESS AND OPERATIONAL RISK FACTORS

The COVID-19 pandemic has had an adverse impact on our business and operations

Since early

2020, the

coronavirus ("COVID-19") outbreak,

characterized as

a pandemic

by the

World

Health Organization

March 11, 2020, has

caused significant disruptions in international

and U.S. economies and markets.

The effects of COVID-19

have had, and may continue to

have if a resurgence occurs,

a negative impact on our business

through disruptions in the supply

chain such as increased costs

and decreased availability of packaging

supplies; the pandemic has also

increased labor costs and

medical costs.

During the initial outbreak

of COVID-19, we saw

an increase in

demand for eggs

as consumers prepared more

meals at home.

Egg prices initially rose during the fourth quarter of fiscal 2020, but prices quickly decreased as the demand shock subsided and

eggs that normally

would go to foodservice

businesses (e.g. restaurants)

entered the retail

market (e.g. grocery stores).

As a result

of the pandemic,

the foodservice market

for shell eggs

was depressed for

most of fiscal

2021. As vaccination

rates continue to

rise and governmental

restrictions are lifted,

foodservice demand may

increase and demand

in retail channels,

where we sell

most

of our eggs, could decrease.

Table of Contents

Our acquisition growth strategy subjects us to various risks.

As discussed in

Part I. Item I. Business – Growth Strategy

, we plan

to pursue a

growth strategy that

includes selective acquisitions

of other

companies engaged

in the

production and

sale of

shell eggs,

with a

priority on

those that

will facilitate

our ability

expand our

cage-free shell

egg production

capabilities in

key locations

and markets.

The number

of existing

companies with

cage-free capacity that

we may be able

to purchase is limited,

as most production

of shell eggs by

other companies in our

markets

currently does not meet customer or legal requirements to be designated as cage-free.

Acquisitions require capital resources and

can divert management’s attention from our existing

business. Acquisitions also entail

an inherent risk that

we could become

subject to contingent

or other liabilities,

including liabilities arising

from events or

conduct

prior to

our acquisition

of a

business that

were unknown

to us

at the

time of

acquisition. We

could incur

significantly greater

expenditures in integrating an acquired business than we anticipated at the time of its purchase. We may over-estimate or under-

estimate the demand for cage-free eggs, which could cause our acquisition strategy to be less-than-optimal

for our future growth

and profitability.

We cannot assure you that we:

●

will identify suitable acquisition candidates;

●

can consummate acquisitions on acceptable terms;

●

can successfully integrate an acquired business into our operations; or

●

can successfully manage the operations of an acquired business.

assurance can

given

that

companies

acquire

the

future

will

contribute

positively

our

results

operations or

financial condition.

In addition,

federal antitrust

laws require

regulatory approval

of acquisitions

that exceed

certain threshold

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

The consideration we pay

in connection with any

acquisition affects our financial

results. If we pay

cash, we could be

required

to use a

portion of our

available cash to

consummate the acquisition.

To the extent we

issue shares

of our Common

Stock, existing

stockholders may be diluted. In addition, acquisitions may result in additional debt.

Our largest customers have accounted

for a significant portion of

our net sales volume. Accordingly, our business

may be

adversely affected by the loss of, or reduced purchases by, one or more of our large customers.

Our top three

customers accounted for

an aggregate of

48.6%, 51.1% and

52.2% of net

sales dollars for

fiscal 2021, 2020,

and

2019, respectively.

Our largest

customer, Walmart

Inc. (including Sam's

Club), accounted for

29.8%, 32.1% and

33.7% of net

sales dollars

for fiscal

2021, 2020,

and 2019, respectively.

Although we

have established

long-term relationships with

most of

our customers who

continue to purchase

from us based

on our ability

to service their

needs, they are

free to acquire

shell eggs

from other sources. If, for any reason, one or more of our large customers were to purchase significantly less of our shell eggs in

the future or terminate

their purchases from

us, and we were

not able to

sell our shell

eggs to new customers

at comparable levels,

it would have a material adverse effect on our business, financial condition, and results of operations.

Our business is highly competitive.

The

production

and

sale

fresh

shell

eggs,

which

accounted

for

virtually

all

our

net

sales

recent

years,

intensely

competitive. We compete with a large number of competitors that may

prove to be more successful than

we are in marketing and

selling shell eggs. We cannot provide assurance that we will be able to compete successfully with any or all of these companies.

Increased competition could

result in price

reductions, greater cyclicality, reduced

margins and loss

of market share,

which would

negatively affect our business, results of operations, and financial condition.

are

dependent

our

management

team,

and

the

loss

any

key

member

this

team

may

adversely

affect

the

implementation of our business plan in a timely manner.

Our success depends

largely upon

the continued service

of our senior

management team. The

loss or interruption

of service of

one or more of

our key executive officers

could adversely affect our

ability to manage our

operations effectively and/or pursue

our growth strategy.

have not entered

into any employment

or non-compete agreements

with any of

our executive officers

nor do we

carry any significant

key-man life insurance

coverage on any

such persons.

Competition could

cause us to

lose talented

employees,

and

unplanned

turnover

could

deplete

institutional

knowledge

and

result

increased

costs

due

increased

competition for employees.

Table of Contents

Our

business

dependent

our

information

technology

systems

and

software,

and

failure

protect

against

effectively respond to cyber-attacks, security

breaches, or other incidents involving those systems, could adversely

affect

day-to-day operations and decision making processes and have an adverse effect on our performance and reputation.

The efficient operation of our business depends on our information technology systems, which we rely on to effectively manage

our

business

data,

communications,

logistics,

accounting,

regulatory

and

other

business

processes.

not

allocate

and

effectively manage the resources necessary

to build and sustain an

appropriate technology environment, our

business, reputation,

or financial results could be negatively impacted. In addition, our information technology systems may be vulnerable to damage

interruption

from

circumstances

beyond

our

control,

including

systems

failures,

natural

disasters,

terrorist

attacks,

viruses, ransomware, security breaches or cyber incidents. Cyber-attacks are becoming more sophisticated and

are increasing in

the number of attempts and frequency by groups and individuals with a wide range of motives.

A security breach

sensitive

information

could

result

damage

our

reputation

and

our

relations

with

our

customers

employees. Any such damage or interruption could have a material adverse effect on our business.

Labor shortages or increases in labor costs could adversely impact our business and results of operations.

Labor is a primary component of our farm production costs. Our success is dependent upon recruiting, motivating,

and retaining

staff to operate our farms.

Approximately 78% of our

employees are paid at

hourly rates, often in

entry-level positions. While the

majority

are

paid

rates

above

the

federal

minimum

wage

requirements,

any

significant

increase

local,

state

federal

minimum wage

requirements could

increase our

labor costs.

In addition,

any regulatory

changes requiring

us to

provide additional

employee

benefits

mandating

increases

other

employee-related

costs,

such

unemployment

insurance

workers

compensation, would increase

our costs. A

shortage in the

labor pool,

which may be

caused by competition

from other employers,

the remote locations of many

of our farms, or changes

in government provided support

or immigration laws, particularly in

times

of lower unemployment, could adversely affect our business and results of operations.

A shortage of labor available to us could

cause our farms to operate with reduced staff, which could negatively impact our production capacity and efficiencies and could

require us

to increase wages

to attract

labor.

Accordingly,

any significant labor

shortages or

increases in our

labor costs could

have a material adverse effect on our results of operations.

are controlled

by the

family of

our late

founder,

Fred R.

Adams, Jr.,

and Adolphus

B. Baker,

our Chief

Executive

Officer and Chairman of our Board of Directors controls the vote of 100% of our outstanding Class A Common Stock.

Fred R. Adams, Jr.,

our Founder and Chairman Emeritus died on

March 29, 2020. Mr.

Adams’ son-in-law, Adolphus

B. Baker,

our

Chief

Executive Officer

and

Chairman of

our

board

directors, Mr.

Baker’s

spouse and

her

three sisters

(who

are

Mr.

Adams’

four

daughters)

beneficially

own,

directly

indirectly

through

entities,

100%

our

outstanding

Class

Common Stock (which

has 10 votes

per share), controlling

approximately 52.1% of

our total voting

power. Additionally,

such

persons and

Jean Reed

Adams (“Mrs.

Adams”), the

wife of

our late

founder,

Fred R.

Adams, Jr.,

also have

additional voting

power due to

beneficial ownership of our

Common Stock (which has

one vote per

share), directly or

indirectly through related

entities, resulting in

family voting control

of approximately 57.7%

of our total

voting power. Mr. Baker controls the

vote of 100%

of our outstanding Class A Common Stock.

understand that the Adams and

Baker families intend to retain ownership

of a sufficient amount

of our Common Stock and

our Class A Common

Stock to assure continued

ownership of more than

50% of the voting

power of our outstanding

shares of

capital stock.

As a

result of

this ownership,

the Adams

and Baker

families have

the ability

to exert

substantial influence

over

matters requiring action by our stockholders, including amendments to our certificate of incorporation and

by-laws, the election

and

removal

directors,

and

any

merger,

consolidation,

sale

all

substantially

all

our

assets,

other

corporate

transactions. Delaware law

provides that

the holders

of a

majority of

the voting

power of

shares entitled to

vote must

approve

certain fundamental corporate transactions

such as a merger,

consolidation and sale of

all or substantially all

of a corporation’s

assets; accordingly,

such a transaction involving us

and requiring stockholder approval cannot

be effected without the

approval

the

Adams

and

Baker

families.

Such

ownership

will

make

unsolicited

acquisition

our

Company

difficult

and

discourage certain

types of

transactions involving

a change

of control

of our

Company, including transactions

in which

the holders

of our Common Stock

might otherwise receive a

premium for their shares

over then current market

prices. The Adams and

Baker

families’ controlling ownership of our capital stock may adversely affect the market price of our Common Stock.

The

price

our

Common

Stock

may

affected

the

availability

for

sale

the

market,

and

you

may

experience significant dilution

as a result of

future issuances of our

securities, which could

materially and adversely

affect

the market price of our Common Stock.

The sale or

availability for sale of

substantial amounts of our

Common Stock could adversely

impact its price. As

described in

Note 19 – Related Party Transaction

of Part

II. Item

8. Notes

to the

Consolidated Financial

Statements, in

August 2020

Mrs.

Table of Contents

Adams and the

Daughters’ Trust (of which

the daughters of

our late founder

are beneficiaries) sold

6.9 million shares

of Common

Stock in a secondary

public offering pursuant to

a previously disclosed

Agreement Regarding Common Stock

(the “Agreement”)

filed as an exhibit to this report. After

the sale, approximately 5.0 million shares (the “Subject Shares”)

remain registered under

a shelf

registration statement

and prospectus

dated October

9, 2018

for potential

resale, which

shares are

subject to

the Agreement.

The Agreement generally

provides that if

a holder of

Subject Shares intends

to sell any

of the Subject

Shares, such party

must

give the Company

a right of

first refusal to

purchase all or

any of such

shares. The price

payable by the

Company to purchase

shares pursuant to the exercise of the right

of first refusal will reflect a 6% discount

to the then-current market price based on the

20 business-day volume

weighted average price.

If the Company

does not exercise

its right of

first refusal and

purchase the shares

offered, such

party will,

subject to

the approval

of a

special committee

of independent

directors of

the Board

of Directors,

permitted to

sell the

shares not

purchased by

the Company

pursuant to

a Company

registration statement,

Rule 144

under the

Securities Act of 1933, or another manner of sale agreed to by the Company. Although pursuant to the Agreement the Company

will have a

right of first

refusal to purchase

all or any

of those shares,

the Company may

elect not to

exercise its rights

of first

refusal, and if so

such shares would be

eligible for sale pursuant

to the registration rights

in the Agreement or

pursuant to Rule

144 under the Securities Act of 1933. Sales, or the availability for sale, of a large number of shares of our Common Stock could

result in a decline in the market price of our Common Stock.

In addition, our

articles of incorporation

authorize us to

issue 120,000,000 shares

of our Common

Stock. As of

May 29, 2021,

there were 44,058,463

shares of our

Common Stock outstanding.

Accordingly,

a substantial number

of shares of

our Common

Stock

are

outstanding

and

are,

could

become,

available

for

sale

the

market.

addition,

may

obligated

issue

additional shares of our Common Stock in connection with employee benefit plans (including equity incentive plans).

In the

future, we

may decide

to raise

capital through

offerings of

our Common

Stock, additional

securities convertible

into or

exchangeable for Common Stock,

or rights to acquire

these securities or our

Common Stock. The issuance

of additional shares

of our Common Stock or additional securities

convertible into or exchangeable for our Common

Stock could result in dilution of

existing stockholders’ equity interests in us. Issuances of substantial amounts of our Common Stock, or the perception that such

issuances could occur,

may adversely affect

prevailing market prices

for our

Common Stock, and

we cannot predict

the effect

this dilution may have on the price of our Common Stock.

LEGAL AND REGULATORY

RISK FACTORS

Pressure from animal rights groups regarding the treatment

of animals may subject

us to additional costs to

conform our

practices

comply

with

developing

standards

subject

marketing

costs

defend

challenges

our

current

practices and protect our

image with our customers. In

particular,

changes in customer preferences

and new legislation

have accelerated an increase in demand for cage-free eggs, which increases uncertainty in our business

and increases our

costs.

We and many of our customers face

pressure from animal rights

groups, such as People

for the Ethical Treatment of

Animals and

the Humane Society

of the United

States, to require

companies that supply

food products to operate

their business in

a manner

that

treats

animals

conformity

with

certain

standards

developed

approved

these

groups.

general,

may

incur

additional costs to conform

our practices to address

these standards or to

defend our existing practices

and protect our image

with

our customers. The

standards promoted by

these groups change

over time, but

typically require minimum

cage space for

hens,

among other requirements, and some of these groups have led successful legislative efforts to

ban any form of caged housing in

various states.

As discussed

in Part

I. Item

1. Business

- Government

Regulation, several

states have

passed minimum

space

and/or cage-free

requirements for

hens, and

other states

are considering

such requirements.

In addition,

in recent

years, many

large restaurant chains,

foodservice companies and

grocery chains, including

our largest customers,

announced goals to

transition

to an

exclusively cage-free

egg supply

chain by

specified future

dates, in

some cases

subject to

available supply,

affordability

and consumer demand.

Changing our infrastructure and operating procedures to conform to consumer preferences, customer

demands and new laws has

resulted and will

continue to result

in additional costs,

including capital and

operating cost increases. The

USDA reported that

the

estimated

cage-free

flock

is 86.0 million hens

of June 1, 2021, which

approximately

27%

the

total

U.S.

hen

population.

According to the USDA Agricultural Marketing Service approximately 66% of the U.S. laying flock would have to

be in cage-free production

by 2026 to

meet projected demand from

the retailers, foodservice providers

and food manufacturers

that have made

promises to transition

to cage-free eggs.

The United Egg

Producers, a nation-wide

egg farmer cooperative,

has

estimated that the cost to build farms compliant with

cage-free standards is $45 a bird. Based on

that figure, such an increase in

the size of the cage-free flock would require an estimated industry-wide investment of approximately $5.5 billion.

response

our

customers'

announced

goals

and

increased

legal

requirements

for

cage-free

eggs,

increased

capital

expenditures

increase

our

cage-free

production

capacity.

are

also

enhancing

our

focus

cage-free

capacity

when

considering acquisition

opportunities. Our

customers typically

do not

commit to

long-term purchases

of specific

quantities or

Table of Contents

type of eggs with

us, and as a

result, we cannot predict

with any certainty which

types of eggs they

will require us to

supply in

future periods.

The ongoing

production of

cage-free eggs

is more

costly than

the production

of conventional

eggs, and

these

higher production

costs contribute

to the

higher prices

of cage-free

eggs compared

with conventional

eggs. Many

consumers

prefer to

buy less

expensive conventional shell

eggs. These

consumer preferences may

in turn

influence our customers’

future

needs for

cage-free eggs.

Due to

these uncertainties,

we may

over-estimate future

demand for

cage-free eggs,

which could

increase

our costs unnecessarily, or we may under-estimate future demand for cage-free eggs, which could harm us competitively.

Failure

comply

with

applicable

governmental

regulations,

including

environmental

regulations,

could

harm

our

operating results,

financial condition, and

reputation.

Further,

we may incur

significant costs to

comply with any

such

regulations.

We are subject to federal,

state and local

regulations relating to

grading, quality control,

labeling, sanitary control,

waste disposal,

and other

areas of

our business.

As a

fully-integrated shell

egg producer,

our shell

egg facilities

are subject

to regulation

and

inspection by

the USDA,

EPA,

and FDA,

as well

as state

and local

health and

agricultural agencies,

among others.

All of

our

shell egg production and feed mill facilities are

subject to FDA regulation and inspections. In addition, rules

are often proposed

that, if adopted as proposed, could increase our costs.

Our operations and facilities are subject to various federal, state and local environmental, health, and safety

laws and regulations

governing, among

other

things, the

generation, storage,

handling, use,

transportation, disposal,

and remediation

hazardous

materials. Under these laws and regulations, we are required to obtain permits from governmental authorities, including, but not

limited to pollution/wastewater discharge permits.

If we

fail to

comply with

applicable laws or

regulations, or fail

to obtain necessary

permits, we could

be subject

to significant

fines and penalties or other sanctions, our reputation could be harmed, and our

operating results and financial condition could be

materially adversely

affected.

In addition,

because these

laws and

regulations are

becoming increasingly

more stringent,

it is

possible that we will be required to incur significant costs for compliance with such laws and regulations in the future.

Current and future litigation could expose us to significant liabilities and adversely affect our business reputation.

We and certain of our subsidiaries are involved in various legal proceedings. Litigation is

inherently unpredictable, and although

believe

have

meaningful

defenses

these

matters,

may

incur

liabilities

due

adverse

judgments

enter

into

settlements of claims

that could have

a material adverse

effect on our

results of operations,

cash flow and

financial condition.

For

discussion of

legal proceedings

see Part

Item 3.

Legal Proceedings

below. Such

lawsuits

are expensive

to defend,

divert

management’s

attention, and

may result

in significant

adverse judgments

or settlements. Legal

proceedings may

expose us

negative publicity, which could adversely affect our business reputation and customer preference for our products and brands.

FINANCIAL AND ECONOMIC RISK FACTORS

The

loss

any

registered

trademark

other

intellectual

property

could

enable

other

companies

compete

effectively with us.

utilize intellectual property

in our business.

For example, we

own the trademarks

Farmhouse Eggs®

4Grain®, Sunups®

and

Sunny Meadow®

We produce and market

Egg-Land’s

Best®

and

Land O’ Lakes

® under license agreements with EB.

have invested a

significant amount of

money in establishing

and promoting our

trademarked brands.

The loss or

expiration of

any intellectual property

could enable our

competitors to compete

more effectively

with us by

allowing them to

make and sell

products substantially

similar to

those we

offer.

This could

negatively impact

our ability

to produce

and sell

those products,

thereby adversely affecting our operations.

Impairment in the

carrying value of

goodwill or other

assets could negatively

affect our results of

operations or net

worth.

Goodwill

represents

the

excess

the

cost

business

acquisitions

over

the

fair

value

the

identifiable

net

assets

acquired.

Goodwill

reviewed

least

annually

for

impairment

assessing

qualitative

factors

determine

whether

the

existence of events or circumstances leads to a determination that it is

more likely than not that the fair value of a reporting unit

is less than its carrying amount.

As of May 29, 2021, we had $35.5

million of goodwill.

While we believe the current carrying

value of this goodwill is

not impaired, future goodwill impairment

charges could adversely affect our results of

operations in any

particular period or our net worth.

Table of Contents

Events

beyond

our

control

such

pandemics,

extreme

weather

and

natural

disasters

could

negatively

impact

our

business.

Pandemics such as COVID-19, or similar disease outbreaks in the future, may depress demand for shell eggs due to quarantines

or restrictions

on public

interactions that

would limit

the ability

of consumers

to purchase

shell eggs.

Pandemics, or

similar disease

outbreaks in the future,

may disrupt our supply

chain and operations at

our facilities. If a significant

percentage of our workforce,

or the workforce of our suppliers or transportation providers, is

unable to work because of illness or government restrictions,

our

operations would

be negatively

impacted, potentially

materially.

Pandemics or

disease outbreaks

may also

impact hens

or the

food supply.

Fire, bioterrorism, pandemic, extreme weather or natural disasters, including droughts,

floods, excessive cold or heat, hurricanes

or other storms, (some of which may be believed to be the result of or

intensified by climate change), could impair the health or

growth of

our flocks,

decrease production

or availability

of feed

ingredients, or

interfere with

our operations

due to

power outages,

fuel shortages, discharges from overtopped or breached wastewater treatment lagoons, damage to our production and processing

facilities, labor shortages or

disruption of transportation channels,

among other things. Any

of these factors could

have a material

adverse effect on our financial results.

Weak or unstable economic conditions could negatively impact our business.

Weak or unstable economic conditions, including higher inflation, may adversely affect our business by:

●

Limiting our access to capital markets or increasing the cost of capital we may need to grow our business;

●

Changing consumer spending and habits and demand for eggs, particularly higher-priced specialty eggs;

●

Restricting the supply of energy sources or increasing our cost to procure energy; or

●

Reducing the availability

of feed ingredients,

packaging material, and

other raw materials,

or increasing the

cost of these

items.

Deterioration of economic conditions could also negatively impact:

●

The financial condition of our suppliers, which may make it more difficult for them to supply raw materials;

●

The financial condition of our customers, which may decrease demand for eggs or increase our bad debt expense; or

●

The financial condition of our insurers, which

could increase our cost to obtain insurance,

and/or make it difficult for or

insurers to meet their obligations in the event we experience a loss due to an insured peril.

ITEM 1B.

UNRESOLVED STAFF

COMMENTS

None.

Table of Contents

ITEM 2.

PROPERTIES

The table below provides summary information about the primary operational facilities we use in our business.

Type

Quantity

Owned

Leased

Production Capacity

Location

Breeding Facilities

—

House up to 255,000 hens

MS, GA

Distribution Centers

FL, NC, TX

Feed Mills

Production capacity of 814 tons of

feed per hour

AL, AR, FL, GA, KS, KY,

LA,

MS, OH, OK, SC, TN, TX, UT

Hatcheries

Hatch up to 407,600 chicks per

week

MS, FL

Processing and Packaging

Approximately 565,800 dozen

shell eggs per hour

AL, AR, FL, GA, KS, KY,

LA,

MS, OH, OK, SC, TX, UT

Pullet Facilities

—

Grow 24.4 Million pullets

annually

AR, FL, GA, KS, KY,

OH, SC,

TX, UT

Shell Egg Production

As of May 29, 2021, 37.8 million

layers in Company owned

facilities

AL, AR, FL, GA, KS, KY,

LA,

MS, OH, OK, SC, TX, UT

Egg Products Processing

Facilities

—

Capable of producing 60 million

lbs. per year

GA, TX

As of

May 29,

2021, we owned

approximately 28.3 thousand

acres of

land. There

are no

material encumbrances

on our

properties.

ITEM 3.

LEGAL PROCEEDINGS

Refer to the description of

certain legal proceedings pending

against us under Part II.

Item 8. Notes to the

Consolidated Financial

Statements,

Note – 18 Commitments and Contingencies

, which discussion is incorporated herein by reference.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART

II.

ITEM

MARKET

FOR

REGISTRANT’S

COMMON

EQUITY,

STOCKHOLDER

MATTERS

AND

ISSUER PURCHASES OF EQUITY SECURITIES

We have two classes of capital stock, Common Stock and Class A Common Stock. Our Common Stock trades on the NASDAQ

Global Select Market under the symbol “CALM”. There is no public trading market for the Class A Common Stock.

All outstanding

Class A

shares are

owned by

a limited

liability company

of which

Adolphus Baker,

our Chairman

and Chief

Executive Officer,

is the

sole managing

member and

will be

voted at

the direction

of Mr.

Baker.

At July 14,

2021, there

were

approximately 322 record holders

of our Common Stock

and approximately 39,079 beneficial

owners whose shares were

held by

nominees or broker dealers. For additional information about our capital structure, see

Note 12 - Equity

in Part II. Item 8. Notes

to the Consolidated Financial Statements.

Dividends

Cal-Maine has a variable

dividend policy adopted by

its Board of Directors. Pursuant

to the policy,

Cal-Maine pays a dividend

to shareholders of its Common

Stock and Class A Common Stock

on a quarterly basis for each

quarter for which the Company

reports net

income attributable to

Cal-Maine Foods, Inc.

computed in accordance

with GAAP

in an

amount equal to

one-third

(1/3) of

such quarterly

income. Dividends

are paid

to shareholders

of record

as of

the 60th

day following

the last

day of

such

quarter, except for the fourth fiscal quarter.

For the fourth quarter, the Company will pay dividends to shareholders of record

the 65th day after

the quarter end.

Dividends are payable

on the 15th day

following the record

date. Following a

quarter for which

the

Company

does

not

report

net

income

attributable

Cal-Maine

Foods,

Inc.,

the

Company

will

not

pay

dividend

for

subsequent profitable quarter until

the Company is profitable

on a cumulative basis

computed from the date

of the last quarter for

which a

dividend was

paid. Under the

Company's Revolving

Credit Facility,

dividends are

restricted to

the amount

permitted

under

the

Company’s

current dividend

policy,

and

may

not

paid

default

exists

will

arise

after

giving

effect

the

Table of Contents

dividend.

the

end

fiscal

2021,

the

amount

cumulative

losses

recovered

before

payment

dividend

was

$4.2 million.

Stock Performance Graph

The following graph

shows a comparison

of cumulative total

shareholder return, calculated

on a dividend

reinvested basis, for

the Company, the NASDAQ

Composite Total Return, and

the NASDAQ

100 Total Return for

the five years

ended May 29, 2021.

The graph assumes $100 was invested on May 28, 2016 in the stock or

index. Each date plotted indicates the last day of a fiscal

quarter.

Issuer Purchases of Equity Securities

There were

no purchases

of our

Common Stock

made by

or on

behalf of

our Company

or any

affiliated purchaser

during our

fiscal 2021 fourth quarter.

Recent Sales of Unregistered Securities

No sales of securities without registration under the Securities Act of 1933 occurred during our fiscal year ended May 29, 2021.

Table of Contents

Securities Authorized for Issuance under Equity Compensation Plans

Equity Compensation Plan Information

(a)

(b)

(c)

Number of

securities to be

issued upon exercise

of outstanding

options, warrants

and rights

Weighted average

exercise price of

outstanding

options, warrants

and rights

Number of securities

remaining available for future

issuance under equity

compensation plans (excluding

securities reflected in column

(a)

Equity compensation plans

approved by shareholders

—

302,147

Equity compensation plans not

approved by shareholders

—

Total

—

302,147

(a)

There were no

outstanding options, warrants

or rights as

May

, 202

There were

1,125,188

shares of restricted

stock outstanding under our Amended and Restated 2012 Omnibus Long-Term Incentive Plan as of May 29, 2021.

(b)

There were no outstanding options, warrants or rights as of

May

, 202

(c)

Reflects s

hares available for future

issuance as of

May

, 202

under our

Amended and Restated

2012 Omnibus

Long-Term Incentive Plan.

For

additional information,

see

Note 16 – Stock Compensation Plans

Part

II.

Item 8.

Notes

the Consolidated

Financial

Statements.

ITEM 6.

SELECTED FINANCIAL DATA

This Item

is reserved

as a

result of

the Company’s

early adoption

of Item

301 of

Regulation S-K,

as deleted

pursuant to

SEC

Release

No.

33-10890;

34-90459

(Management’s

Discussion

and

Analysis;

Selected

Financial

Data,

and

Supplementary

Financial Information) adopted by the Securities and Exchange Commission on November 19, 2020.

Table of Contents

ITEM

MANAGEMENT’S

DISCUSSION

AND

ANALYSIS

FINANCIAL

CONDITION

AND RESULTS OF OPERATIONS

RISK FACTORS; FORWARD

-LOOKING STATEMENTS

For

information

relating

important

risks

and

uncertainties

that

could

materially

adversely

affect

our

business,

securities,

financial

condition

operating

results,

reference

made to

the

disclosure

set

forth

under

Part I. Item 1A. Risk Factors

addition, because the

following discussion

includes numerous

forward-looking statements relating

to us, our

results of operations,

financial condition

and business,

reference is

made to

the information

set forth

in the

section of

Part I

immediately preceding

Item 1 above under the caption “

Forward-Looking Statements

.”

COMPANY OVERVIEW

Cal-Maine Foods, Inc. is primarily

engaged in the production, grading,

packaging, marketing and distribution

of fresh shell eggs.

Our fiscal

year end

is the

Saturday closest to

May 31. The

Company,

which is

headquartered in

Ridgeland, Mississippi, is

the

largest

producer and

distributor of

fresh shell

eggs in

the United

States. In

fiscal 2021,

we sold

approximately 1,073.2 million

dozen

shell

eggs,

which

believe

represented

approximately

19%

domestic

shell

egg

consumption.

Our

total

flock

approximately 37.8 million layers and 10.8 million

pullets and breeders is the

largest in the U.S. We

sell most of our shell eggs

to a diverse

group of customers,

including national and

regional grocery store

chains, club stores,

foodservice distributors, and

egg product consumers in states across the southwestern, southeastern, mid-western and mid-Atlantic regions of the U.S.

The

Company

has

one

operating

segment,

which

the

production,

grading,

packaging,

marketing

and

distribution

shell

eggs. Many of

our customers

rely on

to provide

most of

their shell

egg needs,

including specialty

and conventional

eggs.

Specialty eggs

represent a

broad range

of products. We

classify nutritionally

enhanced, cage-free,

organic and

brown eggs

specialty products

for accounting

and reporting

purposes. We

classify all

other shell

eggs as

conventional products. While

report separate sales information

for these types of

eggs, there are a

number of cost factors

which are not specifically

available

for conventional or specialty eggs due to the

nature of egg production. We manage our operations and allocate resources to

these

types of eggs on

a consolidated basis

based on the demands

of our customers. For

further description of

our business, refer to

Part

I. Item I. Business

COVID-19

Since early

2020, the

coronavirus (“COVID-19”) outbreak,

characterized as

a pandemic

by the

World

Health Organization

March

11,

2020,

has

caused

significant

disruptions

international

and

U.S.

economies

and

markets.

understand

the

challenges and

difficult economic environment

facing families

in the communities

where we live

and work,

and we

are committed

to helping where we can. We

have provided food assistance to those in

need by donating approximately 2.5 million dozen

eggs

in fiscal

2021.

believe we

are taking

all reasonable

precautions in

the

management of

our operations

in response

to the

COVID-19 pandemic. Our top priority is

the health and safety of

our employees, who work hard every

day to produce eggs for

our customers. As part

of the nation’s food supply, we work in a critical

infrastructure industry, and we believe we have

a special

responsibility to maintain

our normal work

schedule. As such,

we are

in regular communication

with our

managers across our

operations and

continue to

closely monitor

the situation

in our

facilities and

in the

communities where

we live

and work.

have implemented

procedures designed

to protect

our employees,

taking into

account guidelines

published by

the Centers

for

Disease Control and other government health agencies, and we have strict

sanitation protocols and biosecurity measures in place

throughout our operations with restricted access to

visitors. All non-essential corporate travel has been suspended.

There are no

known indications that COVID-19 affects hens or can be transferred through the food supply.

continue to proactively monitor

and manage operations during

the COVID-19 pandemic, including

additional related costs

that we incurred

or may incur

in the future.

The pandemic had

a negative impact

on our business

through disruptions in

the supply

chain such as increased costs and availability of packaging supplies, increased labor costs and medical costs.

In fiscal 2021, we spent $2.3 million (excluding medical insurance claims) related to the pandemic.

The majority these expenses

resulted from additional labor and

increased cost of packaging materials, primarily

reflected in cost of

sales. Medical insurance

claims related to COVID-19 paid during fiscal 2021 were an additional $1.4 million.

Table of Contents

Executive Overview of Results – Fiscal Years Ended May 29, 2021, May 30, 2020 and June 1, 2019

Fiscal Years Ended

May 29, 2021

May 30, 2020

June 1, 2019

Net sales (in thousands)

1,348,987

1,351,609

1,361,188

Gross profit (in thousands)

160,661

179,588

222,859

Net average shell egg price

(a)

1.217

1.231

1.265

Average UB Southeast Region - Shell Eggs - White Large

1.155

1.220

1.229

Feed costs per dozen produced

0.446

0.409

0.415

(a) The net average shell egg

selling price is the blended price for

all sizes and grades of shell

eggs, including non-graded

shell egg sales, breaking stock and undergrades.

In fiscal 2019, an increase in the U.S flock size

resulted in an oversupply of eggs, particularly from the start of our

third quarter

of fiscal

2019 through

the end

of the

third quarter

of fiscal

2020. This

led to

lower selling

prices for

conventional eggs,

and

demand for specialty eggs was negatively impacted by the low conventional egg prices.

Our net sales

for fiscal 2021

decreased $2.6 million

compared to fiscal

2020, primarily due

to the decrease

in the selling

price

and volume

of conventional

eggs, partially

offset by

the increased

volume of

specialty eggs

sold. We

sell the

majority of

our

conventional eggs at prices that

take into account, in varying

ways, independently quoted wholesale market

prices as published

by UB

for shell

eggs.

The daily

average of

the UB

Southeast Region

– Shell

Eggs –

White Large

decreased 5.3%

during our

fiscal 2021 as compared to fiscal 2020.

The total number of shell

eggs produced in the U.S. for

fiscal 2021 was 2.0% less than

the same period last year

as reported by

the United

States Department

of Agriculture

(“USDA”). Hen

numbers reported

by the

USDA as

of June

1, 2021,

were 315.7

million, which represents 5.3 million fewer hens than a year ago. Notably, this is the lowest national supply of laying hens since

October 2016. However, we believe

the decreased demand in foodservice seen throughout the

first three quarters of fiscal 2021

due to the pandemic contributed to

the depressed price of shell eggs

in the retail market due to

the extra supply entering the retail

channel from the foodservice channel.

The pandemic continues to affect the demand for shell eggs. During the

early restrictive phase of the pandemic, which occurred

during our fourth

quarter of fiscal

2020, demand increased substantially

as consumers were

preparing for more

meals at home.

Consumer demand maintained a steady growth throughout our first three

quarters of fiscal 2021 but began trending down during

our

fourth

quarter of

fiscal

2021

consumers started

resume

pre-pandemic activities.

Foodservice demand

has

started

improve, though it has remained below pre-pandemic

levels. Our experience appears consistent with industry trends during

this

period. According

to data

provided by

Informational Resources,

Inc. (“IRi”),

IRi’s

Total

US –

Multi Outlet

for all

shell eggs

demand increased

by approximately

6% for

the first

three quarters

during our

fiscal year

and decreased

approximately 20%

during

our fourth fiscal quarter as compared to the same periods in fiscal 2020.

According

IRi

Total

U.S.

–

Multi

Outlet

data,

for

the

weeks

ended

May

30,

2021,

dozens

sold

for

conventional

eggs

decreased 3.4%, while dozens sold

for specialty eggs increased 8.6%

as compared to the same period

in the prior year. Similarly,

our total dozens

sold for conventional

eggs decreased 3.4%,

while our total

dozens sold for

specialty eggs increased

12.5%, as

compared to fiscal

2020. Specialty egg

demand has historically

been impacted by

the price of

the conventional egg.

When the

price of

conventional eggs

is low

the demand

for specialty

eggs declines

and as

the price

of conventional

eggs increases

the

demand for specialty eggs increase. We

have also seen demand for specialty eggs increases

during holiday seasons. We

believe

that the increase

in demand for

specialty eggs

has been affected

since the onset

of the pandemic

as consumers have

been preparing

more meals at home rather than going out to eat, and therefore they have been more willing to spend money on specialty eggs.

Gross profit decreased $18.9 million to $160.7

million in fiscal 2021. The decrease

resulted primarily from lower selling prices

for conventional

eggs, as

discussed above,

and from

increased feed

costs. For

fiscal year

2021, the

average Chicago

Board of

Trade (“CBOT”) daily market price was $3.77 per bushel for corn and $300.62 per ton for soybean meal, representing increases

of 21.1% and 23.0%,

respectively, compared to the daily average CBOT

prices for fiscal 2020.

Feed costs started trending higher

midway through

the second

quarter of

fiscal 2021.

Increased export

demand for

both soybeans

and corn,

as well

as weather-

related shortfalls

in production

and yields,

have placed

additional pressure

on domestic

supplies, resulting

in higher

and more

volatile prices.

continue

execute

our

growth

strategy

remaining

low-cost

provider

shell

eggs

and

growth

through

selective

acquisitions,

with

focus

expanding

cage-free

capacity.

Subsequent

fiscal

2021,

acquired

the

remaining

50%

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membership interest

in Red

River Valley Egg Farm,

LLC (“Red

River”), which

owns and

operates a

specialty shell

egg production

complex with

approximately 1.7

million cage-free

laying hens,

cage-free pullet

capacity,

a feed

mill, processing

plant, related

offices and outbuildings and related equipment located on approximately 400 acres near Bogata, Texas.

RESULTS OF OPERATIONS

The following table sets forth, for the fiscal years indicated, certain items from our consolidated statements of income expressed

as a percentage of net sales.

Fiscal Year Ended

May 29, 2021

May 30, 2020

Net sales

100.0

Cost of sales

88.1

86.7

Gross profit

11.9

13.3

Selling, general and administrative

13.6

13.2

Loss on disposal of fixed assets

0.2

—

Operating income (loss)

(1.9)

0.1

Total other income

1.2

1.4

Income (loss) before income taxes

(0.7)

1.5

Income tax expense (benefit)

(0.9)

0.1

Net income

0.2

1.4

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Fiscal Year

Ended May 29, 2021 Compared to Fiscal Year Ended May 30, 2020

NET SALES

Net shell egg sales represented

97.3% and 97.7% of total

net sales for the fiscal

year 2021 and 2020, respectively. Shell egg sales

classified as “Other”

represent sales of

hard cooked eggs,

hatching eggs, and

other miscellaneous

products included with

our shell

egg

operations.

The

table

below

presents

analysis

our

conventional and

specialty shell

egg

sales

(in

thousands, except

percentage data):

May 29, 2021

May 30, 2020

Total net sales

1,348,987

1,351,609

Conventional

766,284

58.4

830,278

62.9

Specialty

539,780

41.1

485,465

36.8

Egg sales, net

1,306,064

99.5

1,315,743

99.7

Other

6,190

0.5

4,452

0.3

Net shell egg sales

1,312,254

100.0

1,320,195

100.0

Dozens sold:

Conventional

785,446

73.2

813,255

76.1

Specialty

287,765

26.8

255,895

23.9

Total dozens sold

1,073,211

100.0

1,069,150

100.0

Net average selling price per dozen:

Conventional

0.976

1.021

Specialty

1.876

1.897

All shell eggs

1.217

1.231

Egg products sales:

Egg products net sales

36,733

31,414

Pounds sold

63,627

65,985

Net average selling price per pound

0.577

0.476

Shell egg net sales

Conventional egg sales

decreased $64.0 million

or 7.7%, compared

to fiscal 2020,

primarily due to

decreases in price

and volume

of conventional

eggs sold.

Changes in

price and

volume resulted

in a

$35.3 million

and a

$27.1 million

decrease in net sales, respectively.

The decrease in volume and

price of conventional eggs in

fiscal 2021 compared to fiscal

2020 was due to the

significant

increase

retail

demand

that

occurred

the

fourth

quarter

fiscal

2020

the

onset

the

pandemic,

consumers purchased

more eggs

in anticipation

of preparing

more meals at

home. Additionally, the extra

supply entering

the retail

channel from

the foodservice

further depressed

prices of

conventional shell

eggs throughout

the first

three

quarters of fiscal 2021.

Specialty egg sales increased $54.3

million or 11.2%,

primarily due to increased volume

of 12.5% which resulted

in a

$59.8

million

increase

net

sales.

cage-free

facilities

came

into

production

and

increased

promotional

spending, both of which helped increase our cage-free sales.

We believe that the

increase in

demand for

specialty eggs

has been affected

since the

onset of the

pandemic as

consumers

have been preparing

more meals at

home rather than

going out to

eat, and therefore

they have been

more willing to

spend

money on specialty eggs.

Egg products net sales

Egg products net sales increased

$5.3 million or 16.9%, primarily

due to an increase in selling

price of 21.2% compared

to fiscal 2020, which had a $6.4 million positive impact on net sales.

Fiscal 2020

net average

selling prices

were negatively

impacted by

an oversupply

of eggs

throughout the

first three

quarters in

fiscal 2020,

followed by

a decline

in foodservice

demand in

the fourth

quarter of

fiscal 2020,

due to

the

pandemic. Our net average

selling price has increased

in fiscal 2021 as

demand has started to

increase in the foodservice

channel.

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COST OF SALES

Cost of

sales consists

of costs

directly related

to producing,

processing and

packing shell

eggs, purchases

of shell

eggs from

outside producers, processing and packing of liquid and frozen egg products and other non-egg costs. Farm production costs are

those costs incurred

at the egg

production facility,

including feed, facility,

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):

Fiscal Year Ended

May 29, 2021

May 30, 2020

% Change

Cost of Sales:

Farm production

730,902

677,181

7.9

Processing, packaging, and warehouse

250,058

234,243

6.8

Egg purchases and other (including change in inventory)

177,634

232,027

(23.4)

Total shell eggs

1,158,594

1,143,451

1.3

Egg products

29,536

25,651

15.1

Other

196

2,919

(93.3)

Total

1,188,326

1,172,021

1.4

Farm production costs (per dozen produced)

Feed

0.446

0.409

9.0

Other

0.320

0.329

(2.7)

Total

0.766

0.738

3.8

Outside egg purchases (average cost per dozen)

1.22

1.26

(3.2)

Dozens produced

970,837

927,799

4.6

Percent produced to sold

90.5%

86.8%

4.3

Farm Production

Feed costs increased

$53.7 million, primarily

due to increased

export demand, as

well as weather-related

shortfalls in

production and yields, which have placed additional pressure on domestic supplies.

Other

farm

production

costs

decreased

due

lower

facility

expense,

resulting

from

improved

efficiencies

our

utilization and from increased volume of eggs produced.

We also had lower amortization expense, due

to the lower feed costs

in prior periods, which

are capitalized in our

flocks

during pullet production. In fiscal 2020 we incurred higher amortization expense due to selling flocks early in response

to market conditions.

Processing, packaging, and warehouse

Processing costs increased due to a 3.2% increase in the volume of eggs processed.

Cost

pac

kaging

materials

increased

3.0%

the

retail

channel

demand

increased

due

the

pandemic

and

manufacturers increased prices and implemented pandemic surcharges.

Labor costs increased 7.2% due to the pandemic,

due to crisis pay and wage increases in response to labor shortages.

Egg purchases and other (including change in inventory)

Costs in this category decreased

primarily due to the decrease

in the volume of outside

egg purchases, as our percentage

of produced to sold increased to 90.5%, as well as a decrease in the cost of these purchases.

Looking forward to fiscal 2022, we believe with the ongoing uncertainties and continued supply

chain disruptions related to the

COVID-19 outbreak, weather fluctuations, increase

demand for exports and geopolitical issues,

that feed ingredients will remain

higher in

the near

future and

expect to

see price

volatility throughout

the year.

do not

anticipate problems

in securing

adequate amount of feed ingredients for fiscal 2022.

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GROSS PROFIT

Gross profit, as a

percentage of net sales, was

11.9% for fiscal

2021, compared to 13.3% for

fiscal 2020. The decrease resulted

primarily from lower selling prices for conventional eggs and increased feed costs.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

Selling,

general,

and

administrative

expenses

("SGA")

include

costs

marketing,

distribution,

accounting,

and

corporate

overhead.

The following table presents an analysis of our SGA expenses (in thousands):

Fiscal Year Ended

May 29, 2021

May 30, 2020

$ Change

% Change

Specialty egg expense

59,294

49,237

10,057

20.4

Delivery expense

52,670

52,230

440

0.8

Payroll, taxes and benefits

43,327

44,156

(829)

(1.9)

Stock compensation expense

3,778

3,617

161

4.5

Other expenses

24,874

28,997

(4,123)

(14.2)

Total

183,943

178,237

5,706

3.2

Specialty egg expense

Advertising

and

franchise

fees

increased

due

the

increased

volume

specialty

eggs

sales

12.5%

along

with

increased promotional spending throughout the year as compared to the same period in the prior year.

Other expenses

Other expenses decreased due to a legal settlement paid in the second

quarter of fiscal 2020, in an amount that was not

material.

addition,

for

fiscal

2021

received

return

brokerage

commissions

property

and

casualty

insurance

placements.

OPERATING

INCOME (LOSS)

As a result of the above, our operating

loss was $26.3 million for fiscal 2021, compared to operating income of

$1.3 million for

fiscal 2020.

OTHER INCOME (EXPENSE)

Total

other

income

(expense)

consists

items

not

directly

charged

to,

to, operations

such

interest

income

and

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

The Company

recorded interest

income of

$2.8 million in

fiscal 2021,

compared to

$5.0 million in

fiscal 2020.

recorded

interest

expense of

$213

thousand and

$498 thousand

in fiscal

2021

and 2020,

respectively. The

decrease in

interest income

resulted from significantly lower investment balances and lower interest rates.

Patronage dividends, which represent distributions from our membership in Eggland's Best,

Inc. ("EB"), decreased $1.1 million

or 10.8%. Patronage dividends are paid once a year based on EB’s profits and its available cash.

Equity in income from unconsolidated entities for fiscal 2021 was $622 thousand compared to $534 thousand for fiscal

2020.

Other, net for fiscal 2021

was income of

$4.1 million compared to

$3.7 million for fiscal

2020. The increase

was primarily driven

by realized and unrealized gains in investment securities available-for-sale.

INCOME TAXES

March

27,

2020,

the

Coronavirus

Aid,

Relief,

and

Economic

Security

Act

(the

“CARES

Act”)

was

enacted.

The

most

significant provision of

the CARES Act

that materially affected

the Company’s

income taxes included

the five-year carryback

allowance for taxable net operating losses generated in the tax years 2018 through 2020, our fiscal years 2019 through 2021.

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The Tax Cut and Jobs Act enacted in December 2017 disallowed the carrying back of taxable net operating losses to offset prior

years’ taxable income. The

CARES Act allows us

to carry those losses

generated or that may

be generated during our

fiscal years

2019 through 2021 back to offset taxable income recognized

during the prior five years. The Company is electing to

utilize that

provision, which will

provide additional liquidity

in the form

of an

income tax refund

currently estimated to

be approximately

$36.5 million. We

believe we will

receive the refund

during our

third fiscal quarter

of 2022.

Additionally,

we recorded

a total

income tax

benefit of

approximately $12.4

million related

to the

carryback provisions

during our

fiscal year

2021. For

information regarding the income tax effects of the CARES Act, refer to Part II. Item 8. Notes to the Financial Statements,

Note

17 – Income Taxes

For the fiscal year ended

May 29, 2021, our pre-tax

loss was $9.9 million, compared

to pre-tax income of $20.1

million for fiscal

2020.

recorded

income

tax

benefit

$12.0

million

for

fiscal

2021,

which

includes

the

tax

benefit

$12.4

million

described above.

Our fiscal 2021

effective tax

rate increased to

120.8% from 8.6%

in fiscal 2020,

driven primarily by

the net

operating loss

carryback provisions

allowed under

the CARES

Act. Excluding

the effects

of the

CARES Act,

our income

tax

benefit was $2.2 million

for fiscal 2021 with

an adjusted effective tax

rate of 22.7%.

Income tax expense was

$4.8 million for

the comparable period of fiscal 2020, which reflects an adjusted effective tax rate of approximately 24.1%.

At May 29, 2021,

the Company had an

income tax receivable of

$42.5 million compared to

$9.9 million at May

30, 2020. During

fiscal 2021,

the Company

recorded an

income tax

receivable of

$36.5 million

related to

the decision

to carryback

fiscal 2021

taxable net operating losses to recover a portion of taxes paid in

fiscal 2016.

Additionally, we received $1.4 million

in state tax

refunds related to claims for refund previously filed with state taxing authorities.

For the thirteen weeks ended May 29, 2021, our pretax loss was $12.2 million,

and our income tax benefit was $7.9 million with

an effective tax rate of 65.1%, including the impact of the CARES Act. Our income tax provision for the fourth quarter of fiscal

2021 reflects the carryback

of taxable net operating

losses generated during periods

in which the statutory

federal income tax rate

was 21%

to periods

in which

the statutory

federal income

tax rate

was 35%,

as permitted

by the

CARES Act.

Excluding the

effects of the

CARES Act,

our income

tax expense

was $1.8

million with

an adjusted

effective tax

rate of

15.4%. The

low effective

rate was

primarily related

to a

$7.4 million

income tax

benefit recorded

during the

fourth quarter

of fiscal

2021 in

connection

with the CARES Act.

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 (LOSS) ATTRIBUTABLE

TO NONCONTROLLING INTEREST

Net

income

(loss)

attributable

noncontrolling

interest

for

fiscal

2020

was

loss

$63 thousand.

During

fiscal

2020,

acquired the remaining 27.9% interest in our majority-owned subsidiary TEP.

NET INCOME ATTRIBUTABLE

TO CAL-MAINE FOODS, INC.

result

the

above,

net

income

for

fiscal

2021

was

$2.1 million,

$0.04

per

basic

and

diluted

share,

compared

$18.4 million, or $0.38 per basic and diluted share for fiscal 2020.

Fiscal Year

Ended May 30, 2020 Compared to Fiscal Year Ended June 1, 2019

The discussion of our results

of operations for the fiscal

year ended May 30, 2020

compared to the fiscal

year ended June 1, 2019

can be found in Part II.

Item 7. Management's Discussion and Analysis of

Financial Condition and Results of Operations in

the

Company's fiscal 2020 Annual Report on Form 10-K.

CAPITAL RESOURCES AND LIQUIDITY

Our

working

capital

May

29,

2021

was

$303.5 million,

compared

$429.1 million

May

30,

2020.

The

calculation

working capital is defined as current assets less current liabilities. Our current ratio

was 5.77 at May 29, 2021 compared to 5.60

at May 30, 2020. The

current ratio is calculated

by dividing current assets by

current liabilities. Due to seasonal

factors described

Part I. Item I. Business – Seasonality

, we generally expect our need for working capital to be highest in

the fourth and first fiscal

quarters ending in May/June and August/September, respectively.

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had no

long-term debt outstanding

at the

end of

fiscal 2021

and 2020.

On July 10,

2018, we

entered into a

$100.0 million

Senior Secured

Revolving Credit

Facility (the

“Revolving Credit

Facility”). As

of May

29, 2021,

no amounts

were borrowed

under the Revolving Credit Facility.

We have

$4.1 million in outstanding standby letters of credit, which were

issued under our

Revolving

Credit

Facility

for

the

benefit

certain

insurance

companies.

Refer

Part

II.

Item

Notes

the

Financial

Statements,

Note 10 – Credit Facility

for further information regarding our long-term debt.

Net cash provided

by operating activities

was $26.1 million

for fiscal year

2021 compared with

$73.6 million for fiscal

year 2020.

Decreased gross profit margins resulting primarily from lower selling prices for shell

eggs, and increased feed costs contributed

greatly to

our decrease

in cash

flow from

operations. The

increase in

accounts receivables

balance at

fiscal 2021

compared to

prior fiscal

2020 is

due to

the income

tax receivable

related to

the CARES

Act, which

is expected

to be

received in

our third

quarter of fiscal 2022.

For fiscal 2021,

approximately $129.1 million was provided

from the sale

and maturity of

investments securities available-for-

sale, $88.3 million

was used

to purchase

short-term investments

and net

payments of

$6.7 million were

received from

investments

in unconsolidated entities. Approximately $95.1 million was

used to purchase or

construct property, plant

and equipment, most

which

the

expansion

our

cage-free

shell

egg

production

capacity. Refer

the

table

material

construction

projects presented

below for

additional information

on purchases

and construction

of property,

plant and

equipment. The

net

result of these and other activities as of May 29, 2021 was a decrease in cash of $20.8 million from May 30, 2020.

For fiscal 2020, approximately

$204.3 million was provided

from the sale and

maturity of investments securities

available-for-

sale,

$107.2

million

was

used

purchase

short-term

investments

and

net

payments

$7.1

million

were

received

from

investments

unconsolidated

entities.

used

$44.7

million

acquire

Mahard

and

the

remaining

interest

TEP.

Approximately $124.2

million was

used to

purchase or

construct property,

plant and

equipment, most

of which

related to

the

expansion of our cage-free shell

egg production capacity. Refer to the table of material construction

projects presented below for

additional

information

purchases

and

construction

property,

plant

and

equipment.

used

$1.5

million

for

principal

payments on long-term

debt. The net

result of these

and other activities

as of May

30, 2020 was

an increase in

cash of $8.9

million

from June 1, 2019.

continue to

monitor the

increasing demand

for cage-free

eggs and

to engage

with our

customers in

an effort

to achieve

smooth

transition

meet

their

announced

commitment

timeline

for

cage-free

egg

sales.

have

invested

approximately

$476 million in facilities, equipment and

related operations to expand our

cage-free production starting with our

first facility in

2008, which includes

the $48.5 million

acquisition of the

remaining 50% interest

in Red River

discussed in

Note 20 –

Subsequent

Events

Part

II.

Item

Notes

the

Consolidated

Financial

Statements.

The

following

table

presents

current

material

construction projects approved as of May 29, 2021 (in thousands):

Project(s) Type

Projected

Completion

Projected Cost

Spent as of

May 29, 2021

Remaining

Projected Cost

Cage-Free Layer & Pullet Houses/Processing

Facility

Fiscal 2022

140,876

93,612

47,264

140,876

93,612

47,264

We believe

our current cash balances, investments, cash flows from

operations, and Revolving Credit Facility will be sufficient

to fund our current capital needs. As we monitor the demand for cage-free eggs and

our growth strategy described in

Part I. Item

I. Business – Growth Strategy,

there may be a need for long-term

debt financing. We

believe with our strong balance sheet that

we will have adequate access to capital markets if that need arises.

Table of Contents

CONTRACTUAL OBLIGATIONS

The

following

table

summarizes

fiscal

year

the

future

estimated

cash

payments,

thousands,

made

under

existing

contractual obligations as of

May 29, 2021. Further information

on debt obligations is

contained in

Note 10 – Credit Facility

, and

on lease obligations in

Note 15 – Leases

, each in Part II. Item 8. Notes to the Consolidated Financial Statements. As of May 29,

2021, we had no outstanding long-term debt.

Payments due by period

Total

Less than

1 year

1-3

years

3-5

years

More than

5 years

Finance leases

697

239

458

—

Operating leases

1,882

802

1,049

—

Purchase obligations:

Feed ingredients and fuel

(a)

89,779

—

Construction contracts and other equipment

38,063

—

Red River

(b)

48,500

—

Total

178,921

177,383

1,507

—

(a)

Actual purchase obligations may change based on the contractual terms and agreements

(b)

Represents the cash paid for the acquisition of Red River

IMPACT OF RECENTLY

ISSUED ACCOUNTING STANDARDS

For information on changes in accounting principles and new accounting principles, see “

New Accounting Pronouncements and

Policies

” in Part II. Item 8. Notes to Consolidated Financial Statements,

Note 1 - Summary of Significant Accounting Policies

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements

in accordance with U.S. GAAP

requires management to make estimates

and assumptions

that affect the

reported amounts

of assets

and liabilities

at the

date of

the financial

statements and

the reported

amounts of

revenues

and expenses during the

reporting period. Actual results could

differ from these estimates.

Critical accounting estimates

are those

estimates made

in accordance

with GAAP that

involve a significant

level of estimation

uncertainty and

have had

or are reasonably

likely to have a

material impact on the

financial condition or

results of operations. Our

critical accounting estimates

are described

below.

INVESTMENTS IN SECURITIES

Our investment

securities are

accounted for

in accordance

with ASC

320, “Investments

- Debt

and Equity

Securities” (“ASC

320”). The

Company considers

all of

its debt

securities for

which there

is a

determinable fair

market value,

and there

are no

restrictions

the

Company's

ability

sell

within

the

months,

available-for-sale.

classify

these

securities

current, because the amounts invested are available for

current operations. Available-for-sale

securities are carried at fair value,

with unrealized

gains and

losses reported

as a

separate component

of stockholders’

equity.

The Company

regularly evaluates

changes to the

rating of its

debt securities by credit

agencies and economic conditions

to assess and

record any expected credit

losses through allowance for credit losses,

limited to the amount that fair

value was less than the

amortized cost basis. The cost

basis for realized gains and losses on available-for-sale securities is determined by the specific identification method. Gains and

losses are recognized

in other income

(expenses) as Other, net

in the Company's

Consolidated Statements of

Income. Investments

in mutual funds are classified as “Other long-term assets” in the Company’s Consolidated Balance Sheets.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

Trade receivables

are stated

at their

carrying values,

which include

a reserve

for credit

losses. The

Company extends credit

customers based on an

evaluation of each customer's financial

condition and credit history.

Collateral is generally not required.

The Company minimizes

exposure to counter

party credit risk

through credit analysis

and approvals, credit

limits, and monitoring

procedures. In

determining our

reserve for

credit losses,

receivables are

pooled according

to age,

with each

pool assigned

expected loss based on historical loss information adjusted as needed for economic and other forward-looking factors.

Table of Contents

INVENTORIES

Inventories of

eggs, feed, supplies

and flocks

are valued principally

at the

lower of cost

(first-in, first-out

method) or

net realizable

value. If market

prices for

eggs and

feed grains

move substantially

lower,

we record

adjustments to

write down

the carrying

values of eggs

and feed inventories

to fair market

value. The cost

associated with flock

inventories, consisting

principally of chick

purchases, feed, labor, contractor payments and overhead costs, are accumulated during the growing period of approximately 22

weeks. Capitalized flock costs are then amortized over the flock’s

productive life, generally one to two years. Flock mortality is

charged to cost of sales as incurred. High mortality from disease or extreme temperatures will result in abnormal write-downs to

flock inventories. Management continually monitors each flock

and attempts to take appropriate actions

to minimize the risk of

mortality loss.

LONG-LIVED ASSETS

Depreciable long-lived

assets are

primarily comprised

of buildings,

improvements, machinery

and equipment. Depreciation

provided by the

straight-line method over

the estimated useful

lives, which are

15 to 25

years for buildings

and improvements

and 3 to 12 years for machinery and equipment. An increase or decrease in the

estimated useful lives would result in changes to

depreciation expense. When property and equipment are retired, sold, or otherwise disposed of,

the asset’s carrying amount and

related accumulated depreciation are removed

from the accounts and

any gain or loss

is included in operations. We

continually

reevaluate the carrying value

of our long-lived assets,

for events or changes

in circumstances which indicate the

carrying value

may not be recoverable from the estimated future cash flows expected to result

from its use and eventual disposition. If the sum

of the expected future

cash flows (undiscounted and

without interest charges) are

less than the carrying amount

of the asset, an

impairment loss is recognized to reduce the carrying value of the asset to its estimated fair value.

INTANGIBLE ASSETS

Included in other intangible assets are

separable intangible assets acquired in

business acquisitions, which include franchise

fees,

non-compete agreements and customer

relationship intangibles. They are

amortized over their

estimated useful lives of

5 to 15

years. The

gross

cost

and

accumulated

amortization

intangible

assets

are

removed

when

the

recorded

amounts

are

fully

amortized and the asset is no longer in use.

EQUITY AND COST METHOD INVESTMENTS

We have invested in

other companies

engaged in

the production,

processing and

distribution of

shell eggs

and egg

products. These

investments are recorded

using the cost

or equity

method, and

are not consolidated

in our financial

statements. Changes in the

ownership

percentages

these

investments

might

alter

the

accounting

methods

currently

used.

Our

investment

these

companies is shown on the Company’s Consolidated Balance Sheet in the amounts presented for "Investment in unconsolidated

entities" and “Other long-term assets”.

GOODWILL

Goodwill is evaluated for impairment

annually by first performing a

qualitative assessment to determine whether a

quantitative

goodwill test is necessary.

After assessing the totality of events

or circumstances, if we determine it

is more likely than not that

the fair value of

a reporting unit is

less than its carrying

amount, then we perform

additional quantitative tests to

determine the

magnitude of any impairment.

Table of Contents

At May 29, 2021, goodwill represented 2.9% of total assets and

3.5% of stockholders’ equity. Goodwill relates

to the following

(in thousands):

Fiscal Year

Description

Amount

1999

Acquisition of Hudson Brothers, Inc.

3,147

2006

Acquisition of Hillandale Farms, LLC

869

2007

Acquisition of Green Forest Foods, LLC

179

2008

Revised Hillandale incremental purchase price

9,257

2009

Revised Hillandale incremental purchase price

2,527

2009

Acquisition of Zephyr Egg, LLC

1,876

2009

Acquisition of Tampa Farms, LLC

4,600

2010

Revised Hillandale incremental purchase price

(338)

2013

Acquisition of Maxim Production Co., Inc.

2,300

2014

Purchase of joint venture partner’s 50% in Delta Egg

4,779

2017

Acquisition of Foodonics International, Inc.

3,389

2017

Acquisition of Happy Hen Egg Farms, Inc.

2,940

Total Goodwill

35,525

REVENUE RECOGNITION AND DELIVERY COSTS

Revenue recognition is completed

upon satisfaction of the

performance obligation to the

customer, which typically occurs within

days of the Company and customer agreeing upon the order. See

Note 14 – Revenue Recognition

in Part II. Item 8. Notes to the

Consolidated Financial Statements for further discussion of the policy.

The Company believes the performance

obligation is met upon delivery

and acceptance of the product

by our customers. Costs

to deliver product

to customers are

included in selling,

general and administrative

expenses in the

accompanying Consolidated

Statements

Income. Sales

revenue

reported

the

accompanying

Consolidated

Statements

Income

reduced

reflect

estimated returns

and allowances. The

Company records

an estimated

sales allowance

for returns

and discounts

at the

time of

sale using historical trends based on actual sales returns and sales.

SALES INCENTIVES PROVIDED TO CUSTOMERS

The Company periodically

provides incentive

offers to its

customers to encourage

purchases. Such

offers include current

discount

offers (e.g., percentage

discounts off current purchases),

inducement offers (e.g.,

offers for future discounts

subject to a

minimum

current purchase), and other similar offers. Current

discount offers, when accepted by customers,

are treated as a reduction to the

sales price

of the

related transaction, while

inducement offers,

when accepted

by customers, are

treated as

a reduction to

sales

price based on estimated future redemption rates. Redemption rates are estimated using the Company’s historical experience for

similar inducement offers.

Current discount and inducement offers are presented as a net amount in ‘‘Net sales.’’

STOCK BASED COMPENSATION

account

for

share-based

compensation

accordance

with

ASC

718,

“Compensation-Stock

Compensation”

(“ASC

718”). ASC 718 requires

all share-based payments

to employees, including

grants of employee

stock options, restricted

stock and

performance-based shares to be recognized in the statement of

income based on their fair values. ASC 718 requires

the benefits

tax

deductions

excess

recognized

compensation

cost

reported

financing

cash

flow. See

Note 16 – Stock

Compensation Plans

in Part II. Item 8. Notes to the Consolidated Financial Statements for more information.

INCOME TAXES

determine our effective tax

rate by estimating our

permanent differences resulting from

differing treatment of

items for tax

and

accounting

purposes. We

are

periodically

audited

taxing

authorities. Any

audit

adjustments

affecting

permanent

differences could have an impact on our effective tax rate.

Table of Contents

ITEM 7A.

QUANTITATIVE

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISKS

COMMODITY PRICE RISK

Our primary exposure to

market risk arises from

changes in the prices

of conventional eggs, which

are subject to significant

price

fluctuations that are largely beyond our control. We

are focused on growing our specialty shell egg business because the selling

prices of

specialty shell

eggs are

generally not

as volatile

conventional shell

egg prices. Our

exposure to

market risk

also

includes changes in the prices

of corn and soybean meal,

which are commodities subject to significant

price fluctuations due to

market conditions

that are

largely beyond

our control.

ensure continued

availability of

feed ingredients,

we may

enter into

contracts for future purchases of

corn and soybean meal, and

as part of these contracts,

we may lock-in the basis

portion of our

grain purchases several months in advance. Ordinarily,

we do not enter long-term contracts

beyond a year to purchase corn

and

soybean meal or hedge against increases in the price of corn and

soybean meal. The following table outlines the impact of price

changes for corn and soybean meal on feed costs per dozen as feed ingredient pricing varies:

Change in price per bushel of corn

(0.87)

(0.58)

(0.29)

0.00

0.29

0.58

0.87

Change

in price

per ton

Soybean

Meal

(82.50)

0.386

0.396

0.406

0.416

0.426

0.436

0.446

(55.00)

0.396

0.406

0.416

0.426

0.436

0.446

0.456

(27.50)

0.406

0.416

0.426

0.436

0.446

0.456

0.466

0.00

0.416

0.426

0.436

0.446

(a)

0.456

0.466

0.476

27.50

0.426

0.436

0.446

0.456

0.466

0.476

0.486

55.00

0.436

0.446

0.456

0.466

0.476

0.486

0.496

82.50

0.446

0.456

0.466

0.476

0.486

0.496

0.506

(a)

Based on 2021 actual costs, table flexes feed cost inputs to show $0.01 impacts to per dozen egg feed production costs.

INTEREST RATE

RISK

The

fair

value

our

debt

sensitive

changes

the

general

level

U.S.

interest

rates. In

July

2018,

entered

into

$100.0 million Senior

Secured Revolving

Credit Facility

which bears

interest at

a variable

rate. No

amounts were

outstanding

under that facility during

fiscal 2021. Under our

current policies, we do

not use interest rate

derivative instruments to manage

our

exposure to interest rate changes.

FIXED INCOME SECURITIES RISK

At May 29, 2021,

the effective maturity of

our cash equivalents and

investment securities available

for sale was 11.2 months,

and

the composite credit rating of the holdings are A- / A3 / A- (S&P / Moody’s / Fitch).

CONCENTRATION

OF CREDIT RISK

Our financial instruments exposed to concentrations of

credit risk consist primarily of trade receivables.

Concentrations of credit

risk with respect

to receivables are

limited due to

our large

number of customers

and their dispersion

across geographic areas,

except that at May 29, 2021 and May

30, 2020, 23.8% and 29.5%, respectively,

of our net accounts receivable balance was due

from

Walmart

Inc.

(including

Sam’s

Club).

other

single

customer

group

represented

10%

greater

net

accounts receivable.

Table of Contents

ITEM 8.

FINANCIAL STATEMENTS

AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Cal-Maine Foods, Inc. and Subsidiaries

Ridgeland, Mississippi

Opinion on the Consolidated Financial Statements

have

audited

the

accompanying

consolidated

balance

sheets

Cal-Maine

Foods,

Inc.

and

Subsidiaries

(the

“Company”)

May

29,

2021

and

May

30,

2020,

the

consolidated

statements of

income,

comprehensive income,

stockholders’ equity and

cash flows for

each of the

three years in

the period ended

May 29, 2021,

and the related

consolidated

notes and schedule listed

in the Index at

Item 15(1) (collectively referred

to as the “consolidated

financial statements”).

In our

opinion, the

consolidated financial

statements present

fairly,

in all

material respects,

the financial

position of

the Company

May 29, 2021

and May 30, 2020,

and the results of

its operations and

its cash flows

for each of the

three years in

the period ended

May 29, 2021, in conformity with accounting principles generally accepted in the United States of America.

also have

audited, in

accordance with

the standards

of the

Public Company

Accounting Oversight

Board (United

States) (“PCAOB”), the

Company’s internal control over financial

reporting as of May

29, 2021, based on

the criteria established

2013

Internal

Control

–

Integrated

Framework

issued

the

Committee

Sponsoring

Organizations

the

Treadway

Commission and our report dated July 19, 2021 expressed an unqualified opinion.

Basis for Opinion

These consolidated financial statements are

the responsibility of the Company’s

management.

Our responsibility is to

express an opinion

on these consolidated

financial statements based

on our audits.

are a public

accounting firm registered

with the PCAOB and are required to be independent with respect to

the Company in accordance with the U.S. federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our

audits in

accordance with

the standards

of the

PCAOB.

Those standards

require that

we plan

and

perform

the

audit

obtain

reasonable

assurance

about

whether

the

consolidated

financial

statements

are

free

material

misstatement,

whether

due

error

fraud.

Our

audits

included

performing

procedures

assess

the

risks

material

misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures

that respond to

those

risks.

Such

procedures

included

examining,

test

basis,

evidence

regarding

the

amounts

and

disclosures

the

consolidated financial statements.

Our audits also

included evaluating the

accounting principles used and

significant estimates

made by

management, as

well as

evaluating the

overall presentation

of the

consolidated financial

statements.

believe our

audits provide a reasonable basis for our opinion.

Critical Audit Matters

The

critical

audit

matter

communicated

below

matter

arising

from

the

current

period

audit

the

consolidated financial statements that were communicated or required to be communicated

to the Audit Committee and

that: (1) relate to accounts or disclosures that are material

to the consolidated financial statements and (2) involved our

especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in

any way our opinion on the consolidated financial statements, taken as

a whole, and we are not, by communicating the

critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to

which it relates.

Contingent Liabilities – Litigation and Claims – Refer to Note 18 in the Consolidated Financial Statements

Critical Audit Matter Description

The Company records

liabilities for legal

proceedings and claims

in those instances

where it can reasonably

estimate the

amount of the loss

and when the

liability is probable.

Where the reasonable

estimate of the

probable loss is

a range, the

Company

records the

most likely

estimate of

the loss,

or the

low end

of the

range if

there is

no one

best estimate.

The Company

either

discloses the

amount of

a possible

loss or

range of

loss in

excess of

established accruals

if estimable,

or states

that such

an estimate

cannot be

made.

The Company

discloses significant

legal proceedings

and claims

even where

liability is

not probable

or the

amount of the liability is not estimable, or both, if the Company believes there is at least a reasonable possibility that a loss may

be incurred.

Table of Contents

We identified litigation and claims

as a critical

audit matter because

of the challenges

auditing management’s judgments

applied

determining

the

likelihood

loss

the

resolution

such

claims.

Specifically,

auditing

management’s

determination of

whether any

contingent loss

arising from

the related

litigation and

claims is

probable, reasonably

possible or

remote, and the related disclosures, is subjective and requires significant judgment due to the sensitivity of the issue.

How the Critical Audit Matter was addressed during the Audit

Addressing the

matter involved

performing procedures

and evaluating

audit evidence

in connection

with forming

our

overall opinion

the consolidated

financial statements.

These procedures

included testing

the

effectiveness

the controls

relating to the Company’s evaluation of the liability related to legal proceedings and claims, including controls

over determining

the likelihood of

a loss and

whether the amount

of loss can

be reasonably estimated,

as well as

financial statement disclosures

over the legal proceedings and claims.

These procedures also included obtaining and evaluating the letters of audit inquiry with

external legal counsel, evaluating

the reasonableness of the

Company’s assessment regarding whether an unfavorable outcome

reasonably possible

or probable

and reasonably

estimable, evaluating

the sufficiency

of the

Company’s

disclosures related

legal proceedings and claims and evaluating the completeness and accuracy of the Company’s legal contingencies.

/s/ Frost, PLLC

We have served as the Company’s

auditor since 2007.

Little Rock, Arkansas

July 19, 2021

Table of Contents

Cal-Maine Foods, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except for par value amounts)

May 29, 2021

May 30, 2020

Assets

Current assets:

Cash and cash equivalents

57,352

78,130

Investment securities available-for-sale

112,158

154,163

Receivables:

Trade receivables, net

79,066

84,976

Income tax receivable

42,516

9,884

Other

5,057

3,515

Total receivables, net

126,639

98,375

Inventories, net

218,375

187,216

Prepaid expenses and other current assets

5,407

4,367

Total current assets

519,931

522,251

Property, plant & equipment, net

589,417

557,375

Finance lease right-of-use asset, net

525

678

Operating lease right-of-use asset, net

1,724

2,531

Investments in unconsolidated entities

54,941

60,982

Goodwill

35,525

Intangible assets, net

20,341

22,816

Other long-term assets

6,770

4,536

Total assets

1,229,174

1,206,694

Liabilities and stockholders' equity

Current liabilities:

Trade accounts payable

52,784

55,904

Accrued wages and benefits

23,812

23,277

Accrued expenses and other liabilities

12,595

13,001

Current portion of finance lease obligation

215

205

Current portion of operating lease obligation

691

796

Total current liabilities

90,097

93,183

Long-term finance lease obligation

438

652

Long-term operating lease obligation

1,034

1,735

Other noncurrent liabilities

10,416

8,681

Deferred income taxes

114,408

92,768

Total liabilities

216,393

197,019

Commitments and contingencies - see

Note 18

—

Stockholders’ equity:

Common stock ($

0.01

par value):

Common stock – authorized

120,000

shares, issued

70,261

703

Class A convertible common stock – authorized and issued

4,800

Paid-in capital

64,044

60,372

Retained earnings

975,977

975,147

Accumulated other comprehensive income (loss), net of tax

(558)

Common stock in treasury, at cost –

26,202

and

26,287

shares in 2021 and 2020,

respectively

(27,433)

(26,674)

Total stockholders’ equity

1,012,781

1,009,675

Total liabilities and stockholders’ equity

1,229,174

1,206,694

Table of Contents

Cal-Maine Foods, Inc. and Subsidiaries

Consolidated Statements of Income

(in thousands, except per share amounts)

Fiscal years ended

May 29, 2021

May 30, 2020

June 1, 2019

52 weeks

Net sales

1,348,987

1,351,609

1,361,188

Cost of sales

1,188,326

1,172,021

1,138,329

Gross profit

160,661

179,588

222,859

Selling, general and administrative

183,943

178,237

177,045

Loss on disposal of fixed assets

2,982

Operating income (loss)

(26,264)

1,269

45,781

Other income (expense):

Interest expense

(213)

(498)

(644)

Interest income

2,828

4,962

7,978

Patronage dividends

9,004

10,096

10,482

Equity in income of unconsolidated entities

622

534

4,776

Other, net

4,074

3,696

2,432

Total other income

16,315

18,790

25,024

Income (loss) before income taxes

(9,949)

20,059

70,805

Income tax expense (benefit)

(12,009)

1,731

15,743

Net income

2,060

18,328

55,062

Less:

Net income (loss) attributable to noncontrolling interest

—

(63)

833

Net income attributable to Cal-Maine Foods, Inc.

2,060

18,391

54,229

Net income per share attributable to Cal-Maine Foods, Inc.:

Basic

0.04

0.38

1.12

Diluted

0.04

0.38

1.12

Weighted average shares outstanding:

Basic

48,522

48,467

Diluted

48,656

48,584

48,589

Table of Contents

Cal-Maine Foods, Inc. and Subsidiaries

Consolidated Statements of

Comprehensive Income

(in thousands)

Fiscal years ended

2021

2020

2019

Net income

2,060

18,328

55,062

Other comprehensive income (loss), before tax:

Unrealized holding gain (loss) available-for-sale securities, net of reclassification

adjustments

(736)

1,719

Increase in accumulated post-retirement benefits obligation, net of reclassification

adjustments

(137)

(445)

(349)

Other comprehensive income (loss), before tax

(873)

(386)

1,370

Income tax expense (benefit) related to items of other comprehensive income (loss)

(236)

(110)

322

Other comprehensive income (loss), net of tax

(637)

(276)

1,048

Comprehensive income

1,423

18,052

56,110

Less: comprehensive income (loss) attributable to the noncontrolling interest

—

(63)

833

Comprehensive income attributable to Cal-Maine Foods, Inc.

1,423

18,115

55,277

Table of Contents

Cal-Maine Foods, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity

(in thousands)

Common Stock

Amount

Class A

Amount

Treasury

Amount

Paid In

Capital

Retained

Earnings

Accum.

Other

Comp.

Income

(loss)

Noncontrolling

Interest

Total

Balance at June 2, 2018

70,261

703

4,800

26,430

(24,966)

53,323

924,918

(693)

2,349

955,682

Stock compensation plan transactions

—

(64)

(900)

3,534

—

2,570

Dividends

—

(24,620)

—

(24,620)

Net income

—

54,229

—

833

55,062

Other comprehensive income, net of tax

—

1,048

—

1,048

Balance at June 1, 2019

70,261

703

4,800

—

26,366

(25,866)

56,857

954,527

355

3,182

989,806

Stock compensation plan transactions

—

(79)

(808)

3,515

—

2,628

Distributions to noncontrolling interest

partners

—

(755)

Acquisition of noncontrolling interest in

Texas Egg Products, LLC

—

2,229

—

(2,364)

(135)

Net income

—

18,391

—

(63)

18,328

Other comprehensive loss, net of tax

—

(276)

Balance at May 30, 2020

70,261

703

4,800

26,287

(26,674)

60,372

975,147

—

1,009,675

Impact of ASC 326, see Note 1

—

422

—

422

Balance at May 31, 2020

70,261

703

4,800

26,287

(26,674)

60,372

975,569

—

1,010,097

Stock compensation plan transactions

—

(85)

(759)

3,667

—

2,823

Dividends

—

(1,652)

—

(1,652)

Contributions

—

Net income

—

2,060

—

2,060

Other comprehensive loss, net of tax

—

(637)

—

(637)

Balance at May 29, 2021

70,261

703

4,800

26,202

(27,433)

64,044

975,977

(558)

—

1,012,781

Table of Contents

Cal-Maine Foods, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

Fiscal year ended

May 29, 2021

May 30, 2020

June 1, 2019

Cash flows from operating activities:

Net income

2,060

18,328

55,062

Adjustments to reconcile net income to net cash provided by operating

activities:

Depreciation and amortization

59,477

58,103

54,650

Deferred income taxes

22,351

10,281

6,123

Equity in income of affiliates

(622)

(534)

(4,776)

Loss on disposal of property, plant and equipment

2,982

Impairment loss on fixed assets

196

2,919

—

Stock compensation expense, net of amounts paid

3,778

3,617

3,619

Unrealized losses on investments

1,810

744

—

Gains on sales of investments

(22)

(611)

—

Purchases of equity securities

(334)

(275)

—

Sales of equity securities

1,212

—

Amortization of investments

890

316

962

Other

(427)

(248)

Change in operating assets and liabilities, net of effects from acquisitions:

(Increase) decrease in receivables and other assets

(33,487)

(28,300)

16,012

Increase in inventories

(31,159)

(9,704)

(2,285)

(Increase) decrease in accounts payable, accrued expenses and other

liabilities

(1,412)

17,679

(14,338)

Net cash provided by operating activities

26,136

73,609

115,085

Cash flows from investing activities:

Purchases of investments

(88,283)

(107,234)

(176,951)

Sales of investments

129,108

204,277

209,806

Acquisition of businesses, net of cash acquired

—

(44,650)

(17,889)

Investment in unconsolidated entities

—

(4,273)

Distributions from unconsolidated entities

6,663

7,114

7,904

Purchases of property, plant and equipment

(95,069)

(124,178)

(67,989)

Net proceeds from disposal of property, plant and equipment

3,390

3,306

1,575

Net cash used in investing activities

(44,191)

(61,365)

(47,817)

Cash flows from financing activities:

Principal payments on long-term debt

—

(1,500)

(3,754)

Principal payments on finance lease

(205)

(196)

—

Distributions to noncontrolling interest partners

—

(755)

—

Purchase of common stock by treasury

(871)

(910)

(985)

Payments of dividends

(1,652)

—

(41,713)

Contributions

—

Net cash used in financing activities

(2,723)

(3,361)

(46,452)

Increase (decrease) in cash and cash equivalents

(20,778)

8,883

20,816

Cash and cash equivalents at beginning of year

78,130

69,247

48,431

Cash and cash equivalents at end of year

57,352

78,130

69,247

Supplemental information:

Cash paid for operating leases

929

871

—

Income taxes paid (refunds received)

(1,618)

(8,443)

36,312

Interest paid

508

498

644

Table of Contents

Cal-Maine Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies

Nature of Operations

Cal-Maine Foods,

Inc. (“we,”

“us,” “our,” or

the “Company”)

is primarily

engaged in

the production,

grading, packing

and sale of

fresh

shell eggs,

including

cage-free,

organic,

and

nutritionally-enhanced

eggs.

The Company,

which

headquartered

in Ridgeland, Mississippi, is the largest producer and distributor of fresh shell eggs in the United States and sells the majority of

its shell eggs in states across the southwestern, southeastern, mid-western and mid-Atlantic regions of the United States.

Principles of Consolidation

The consolidated

financial statements

include the

accounts of

all wholly-owned

subsidiaries, and

majority-owned subsidiaries

over which we exercise control. All significant intercompany transactions and accounts have been eliminated in consolidation.

Fiscal Year

The Company’s fiscal year-end is on the Saturday closest to May 31. Each of

the year-to-date periods ended

May 29, 2021

, May

30, 2020, and June 1, 2019, included

weeks.

Use of Estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles ("GAAP")

in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the

consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

The severity, magnitude and duration, as well as the economic consequences of the COVID-19 pandemic, are uncertain, rapidly

changing

and difficult

to predict.

Therefore, our

accounting estimates

and assumptions

may

change over

time in

response to

COVID-19 and may change materially in future periods.

Cash Equivalents

The

Company

considers

all

highly

liquid

investments

with

maturity

three

months

less

when

purchased

cash

equivalents.

maintain

bank

accounts

that

are

insured

the

Federal

Deposit

Insurance

Corporation

$250,000. The

Company

routinely

maintains

cash

balances

with

certain

financial

institutions

excess

federally

insured

amounts.

The

Company has not experienced any loss in such

accounts. The Company manages this risk through maintaining

cash deposits and

other highly liquid investments in high quality financial institutions.

primarily utilize a cash management

system with a series of

separate accounts consisting of lockbox accounts

for receiving

cash, concentration accounts to which

funds are moved, and zero-balance

disbursement accounts for funding accounts

payable.

Checks issued,

but not

presented to

the banks

for payment,

may result

in negative

book cash

balances, which

are included

accounts

payable.

At May

29,

2021

and May

30,

2020,

checks

outstanding

excess

book

cash

balances

totaled

7.5

million and $

11.2

million, respectively.

Investment Securities

Our investment

securities are

accounted for

in accordance

with ASC

320, “Investments

- Debt

and Equity

Securities” (“ASC

320”). The Company considers

its debt securities for

which there is a

determinable fair market value,

and there are no

restrictions

on the Company's ability to sell within the next 12 months, as available-for-sale. We classify these securities as current, because

the amounts invested

are available for current

operations. Available-for-sale

securities are carried

at fair value,

with unrealized

gains and losses

reported as a

separate component of

stockholders’ equity. The Company

regularly evaluates changes

to the rating

of its

debt securities

by credit

agencies and

economic conditions

to assess

and record

any expected

credit losses

through allowance

for credit losses, limited

to the amount that

fair value was less

than the amortized cost

basis.

The cost basis for

realized gains and

losses on available-for-sale

securities is

determined by

the specific

identification method.

Gains and losses

are recognized

in other

income (expenses) as

Other, net in the

Company's Consolidated Statements

of Income. Investments

in mutual funds

are classified

as “Other long-term assets” in the Company’s Consolidated Balance Sheets.

Table of Contents

Trade Receivables

Trade

receivables are

stated at

their carrying

values, which

include a

reserve for

credit losses.

At May

29, 2021

and May

30,

2020, reserves for credit losses were $

795

thousand and $

744

thousand, respectively. The Company extends credit to customers

based

evaluation

each

customer's

financial

condition

and

credit

history.

Collateral

generally

not

required.

The

Company minimizes

exposure to

counter party

credit risk

through credit

analysis and

approvals, credit

limits, and

monitoring

procedures. In

determining our

reserve for

credit losses,

receivables are

pooled according

to age,

with each

pool assigned

expected loss based

on historical loss

information adjusted as

needed for economic

and other forward-looking

factors. At both

May 29, 2021 and May 30, 2020 one customer accounted for approximately

23.8

% and

29.5

% of the Company’s trade accounts

receivable, respectively.

Inventories

Inventories of

eggs, feed, supplies

and flocks

are valued principally

at the

lower of cost

(first-in, first-out

method) or

net realizable

value.

The

cost

associated

with

flocks,

consisting

principally

chicks,

feed,

labor,

contractor

payments

and

overhead

costs,

are

accumulated during a growing period of approximately

weeks. Flock costs are amortized to cost of sales over

the productive

lives of the flocks, generally

one

two years

. Flock mortality is charged to cost of sales as incurred.

The

Company

does

not

disclose

the

gross

cost

and

accumulated

amortization

with

respect

its

flock

inventories

since

this

information is not utilized by management in the operation of the Company.

Property, Plant and Equipment

Property, plant

and equipment are stated

at cost. Depreciation is

provided by the straight-line

method over the estimated

useful

lives, which

are

years for

buildings and

improvements and

years for

machinery and

equipment. Repairs

and

maintenance are expensed

as incurred. Expenditures

that increase the

value or productive

capacity of assets

are capitalized. When

property,

plant, and equipment

are retired, sold,

or otherwise disposed

of, the asset’s

carrying amount and

related accumulated

depreciation are removed from the

accounts and any gain or

loss is included in operations.

The Company capitalizes interest cost

incurred on funds used to

construct property, plant,

and equipment as part of the

asset to which it relates, and

is amortized over

the asset’s estimated useful life.

Leases

The Company determines

if an arrangement

is a lease

at inception of

the arrangement and

classifies it as

an operating lease

finance lease. We recognize the right to use an underlying asset for

the lease term as a right-of-use ("ROU")

asset on our balance

sheet. A lease liability is

recorded to represent our obligation

to make lease payments over

the term of the lease.

These assets and

liabilities are included in our Consolidated Balance Sheet

in Finance lease right-of-use asset, Operating lease

right-of-use asset,

Current portion of

finance lease obligation,

Current portion of

operating lease obligation,

Long-term finance lease

obligation, and

Long-term operating lease obligation.

The Company records ROU assets and lease obligations based on

the discounted future minimum lease payments over the term

of the lease. When the rate implicit in the lease is

not easily determinable, the Company’s incremental borrowing rate

is used to

calculate the present value of

the future lease payments. The

Company elected not to recognize

ROU assets and lease obligations

for leases with an initial term of 12 months or less. Lease expense for operating leases is recognized on a straight-line basis over

the lease term.

Investments in Unconsolidated Entities

The equity method of

accounting is used when

the Company has a

20% to 50% interest

in other entities or

when the Company

exercises significant influence

over the entity.

Under the equity

method, original investments

are recorded at

cost and adjusted

by the Company’s share of undistributed earnings or losses of these entities. Nonmarketable investments in which the Company

has less than

a 20% interest

and in which

it does not

have the ability

to exercise significant

influence over the

investee are initially

recorded at cost, and periodically reviewed for impairment.

Table of Contents

Goodwill

represents

the

excess

the

purchase

price

over

the

fair

value

the

identifiable

net

assets

acquired.

Goodwill

evaluated for impairment annually by first performing a qualitative assessment to determine whether a

quantitative goodwill test

is necessary. After

assessing the totality of events or circumstances, if we

determine it is more likely than not that

the fair value

of a reporting unit

is less than its

carrying amount, then we

perform additional quantitative tests

to determine the magnitude

any impairment.

Intangible Assets

Included in other intangible assets are

separable intangible assets acquired in

business acquisitions, which include franchise

fees,

non-compete agreements and customer

relationship intangibles. They are

amortized over their estimated

useful lives of

years. The

gross

cost

and

accumulated

amortization

intangible

assets

are

removed

when

the

recorded

amounts

are

fully

amortized and the asset is no longer in use or the contract has expired.

Accrued Self Insurance

We use

a combination of insurance and self-insurance mechanisms to provide for the potential liabilities for health

and welfare,

workers’ compensation,

auto liability

and general

liability risks.

Liabilities associated

with our

risks retained

are estimated,

part, by considering claims experience, demographic factors, severity factors and other actuarial assumptions.

Treasury Stock

Treasury stock

purchases are accounted

for under the

cost method whereby

the entire cost

of the acquired

stock is recorded

treasury

stock. The

grant

restricted

stock

through

the

Company’s

share-based

compensation

plans

funded

through

the

issuance of

treasury stock. Gains

and losses

on the

subsequent reissuance

of shares

in accordance

with the

Company’s

share-

based compensation plans are credited or charged to paid-in capital in excess of par value using the average-cost method.

Revenue Recognition and Delivery Costs

Revenue recognition is completed

upon satisfaction of the performance

obligation to the customer, which typically

occurs within

days of

the Company and

customer agreeing upon

the order.

See

Note 14 – Revenue Recognition

for further discussion

of the

policy.

The Company believes the performance

obligation is met upon delivery

and acceptance of the product

by our customers. Costs

to deliver product

to customers are

included in selling,

general and administrative

expenses in the

accompanying Consolidated

Statements

Income.

Sales

revenue

reported

the

accompanying

consolidated

statements

income

reduced

reflect

estimated returns

and allowances.

The Company

records an

estimated sales

allowance for

returns and

discounts at

the time

sale using historical trends based on actual sales returns and sales.

Advertising Costs

The Company expensed

advertising costs as

incurred of $

11.7

million, $

6.0

million, and $

7.3

million in fiscal

2021, 2020, and

2019, respectively.

Income Taxes

Income taxes are provided using the

liability method. Deferred income taxes reflect

the net tax effects of

temporary differences

between

the

carrying

amounts

assets

and

liabilities

for

financial

reporting

purposes

and

the

amounts

used

for

income

tax

purposes. The Company’s policy with respect to evaluating uncertain

tax positions is based upon whether management believes

it is

more likely

than not

the uncertain

tax positions

will be

sustained upon

review by

the taxing

authorities. The tax

positions

must

meet

the

more-likely-than-not

recognition

threshold

with

consideration

given

the

amounts

and

probabilities

the

outcomes

that

could

realized

upon

settlement

using

the

facts,

circumstances

and

information

the

reporting

date. The

Company will

reflect only

the portion

of the

tax benefit

that will

be sustained

upon resolution

of the

position and

applicable

interest on the portion of the tax benefit not recognized. The Company

initially and subsequently measures the largest amount of

tax benefit

that is

greater than

50% likely

to be

realized upon

settlement with a

taxing authority that

has full

knowledge of

all

relevant information. Based

upon management’s

assessment, there

are no

uncertain tax

positions expected

to have

a material

impact on the Company’s consolidated financial statements.

Table of Contents

Stock Based Compensation

We account for share-based compensation in accordance with

ASC 718, Compensation-Stock Compensation

(“ASC 718”). ASC

718

requires

all

share-based

payments

employees,

including

grants

employee

stock

options,

restricted

stock

and

performance-based shares, to be recognized in the statement of income based on their fair values. ASC 718 requires the benefits

tax

deductions

excess

recognized

compensation

cost

reported

financing

cash

flow. See

Note 16 – Stock

Compensation Plans

for more information.

Business Combinations

The

Company applies

fair value

accounting guidance

to measure

non-financial assets

and

liabilities associated

with business

acquisitions. These

assets and

liabilities are

measured at

fair value

for the

initial purchase

price allocation

and are

subject to

recurring

revaluations.

The

fair

value

non-financial

assets

acquired

determined

internally. Our

internal

valuation

methodology for non-financial

assets takes into

account the remaining

estimated life of

the assets acquired

and what management

believes is the market value for those assets.

Loss Contingencies

Certain conditions may exist as of the date

the financial statements are issued that may

result in a loss to the Company but

which

will only be resolved

when one or more

future events occur or fail

to occur.

The Company’s

management and its legal

counsel

assess

such

contingent

liabilities,

and

such

assessment

inherently

involves

exercise

judgment.

assessing

loss

contingencies related

to legal

proceedings that

are pending

against the

Company or

unasserted claims

that may

result in

such

proceedings, the Company’s

legal counsel evaluates the

perceived merits of any

legal proceedings or unasserted claims

as well

as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment

of a contingency

indicates it is

probable that a

material loss has

been incurred and

the amount of

the liability

can be estimated,

the estimated liability

would be accrued

in the Company’s

financial statements. If

the assessment indicates

potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the

nature of the contingent

liability, together

with an estimate of

the range of possible

loss if determinable and

material, would be

disclosed. Loss

contingencies considered

remote are

generally not

disclosed unless

they involve

guarantees, in

which case

the

nature of the guarantee would be disclosed.

The Company expenses the costs of litigation as they are incurred.

New Accounting Pronouncements and Policies

Effective

May

31,

2020,

the

Company

adopted

ASU

2016-13,

Financial

Instruments

–

Credit

Losses

(Topic

326),

which

intended

improve

financial

reporting

requiring

timely

recording

credit

losses

loans

and

other

financial

instruments held by financial institutions and other organizations. The guidance replaces the prior “incurred loss” approach with

an “expected

loss” model

and requires

measurement of

all expected credit

losses for

financial assets held

at the

reporting date

based on historical experience,

current conditions, and reasonable

and supportable forecasts. The

Company adopted the guidance

on a modified retrospective basis through

a cumulative effect adjustment to retained

earnings as of the beginning of

the period of

adoption. The Company evaluated its current methodology of estimating allowance for doubtful accounts and the risk profile

its receivables portfolio and developed a

model that includes the qualitative and

forecasting aspects of the “expected loss”

model

under the amended guidance. The Company finalized

its assessment of the impact of the

amended guidance and recorded a $

422

thousand cumulative increase to retained earnings at May 31, 2020.

No other new accounting

pronouncement issued or effective

during the fiscal year

had or is expected

to have a material

impact

on our Consolidated Financial Statements.

Reclassification

Certain

reclassifications

were

made

the

fiscal

2020

financial

statements

conform

the

fiscal

2021

financial

statement

presentation. These reclassifications had no effect on income.

Note 2 – Acquisitions

Effective on October 20, 2019, the Company acquired certain

assets of Mahard Egg Farm ("Mahard"),

relating to its commercial

shell

egg

production,

processing,

distribution

and

sales

for

45.5

million.

The

acquired

assets

include

facilities

with

current

Table of Contents

capacity for

approximately

3.9

million laying hens

and permitted capacity

for up

8.0

million laying hens,

a feed mill,

pullet

raising facilities

and related

production facilities located

in Chillicothe,

Texas,

and Nebo, Oklahoma,

a distribution

warehouse

located in

Gordonville, Texas

and an

equity interest

in Texas

Egg Products,

LLC ("TEP").

As a

result of

the acquisition,

the

Company

acquired

21.1

equity

interest

TEP

which

brought

our

total

ownership

93.2

The

acquired

operations of

Mahard are included in the accompanying financial statements as of October 20, 2019. Acquisition related costs incurred during

the period were immaterial to the financial statements.

The following table summarizes the aggregate purchase price allocation for Mahard (in thousands):

Inventory

5,276

Property, plant and equipment

38,433

Customer list and non-compete agreement

2,000

Liabilities assumed

(194)

Total purchase price

45,515

Effective

March 28, 2020,

the Company

acquired from

Feathercrest Farms,

Inc. the

remaining

6.8

% interest

in our

majority-

owned subsidiary TEP for $

135

thousand.

Note 3 - Investment Securities

The following presents the Company’s investment securities as of May 29, 2021 and May 30, 2020 (in thousands):

May 29, 2021

Amortized

Cost

Unrealized

Gains

Unrealized

Losses

Estimated Fair

Value

Municipal bonds

16,424

—

16,480

Commercial paper

1,998

—

1,998

Corporate bonds

80,092

608

—

80,700

Certificates of deposits

1,077

—

1,076

Asset backed securities

11,914

—

11,904

Total current investment securities

111,505

664

112,158

Mutual funds

2,306

1,810

—

4,116

Total noncurrent investment securities

2,306

1,810

—

4,116

May 30, 2020

Amortized

Cost

Unrealized

Gains

Unrealized

Losses

Estimated Fair

Value

Municipal bonds

16,093

—

16,179

Commercial paper

6,965

—

6,982

Corporate bonds

125,594

1,274

—

126,868

Certificates of deposits

1,492

—

1,492

Asset backed securities

2,629

—

2,642

Total current investment securities

152,773

1,390

—

154,163

Mutual funds

2,005

744

—

2,749

Total noncurrent investment securities

2,005

744

—

2,749

Available-for-sale

Proceeds from

the sales

and maturities

of available-for-sale

securities were

129.1

million, $

204.3

million, and

209.7

million

during fiscal 2021, 2020, and 2019, respectively. Gross realized gains for

fiscal 2021, 2020, and 2019 were $

456

thousand, $

278

thousand, and $

thousand, respectively. Gross realized losses for fiscal

2021, 2020, and 2019 were $

thousand, $

thousand,

and $

thousand, respectively. There were

allowance for credit losses at May 29, 2021 and May 30, 2020.

Table of Contents

Actual maturities may

differ from contractual maturities

because some borrowers

have the right to

call or prepay

obligations with

without

call

prepayment

penalties.

Contractual

maturities

investment

securities

May

29,

2021

are

follows

(in

thousands):

Estimated Fair Value

Within one year

33,899

1-5 years

78,259

Total

112,158

Noncurrent

Proceeds from sales

and maturities of

noncurrent investment securities

were $

thousand, $

1.2

million, and $

thousand during

fiscal 2021,

2020 and

2019, respectively.

Gross realized

gains on

those sales and

maturities during fiscal

2020 and

2019 were

611

thousand, and $

thousand, respectively. There were

realized losses for fiscal 2021, 2020, and 2019.

Note 4 - Fair Value Measures

The Company

is required

to categorize

both financial

and nonfinancial

assets and

liabilities based

on the

following fair

value

hierarchy. The

fair value

of an

asset is

the price

at which

the asset

could be

sold in

an orderly

transaction between

unrelated,

knowledgeable, and willing parties able to engage in the

transaction. A liability’s fair value

is defined as the amount that would

be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount

that would be paid to settle

the liability with the creditor.

●

Level 1

- Quoted prices in active markets for identical assets or liabilities

●

Level 2

- Inputs

other than

quoted prices

included in

Level 1

that are

observable for

the asset

or liability,

either

directly or indirectly, including:

Quoted prices for similar assets or liabilities in active markets

Quoted prices for identical or similar assets in non-active markets

Inputs other than quoted prices that are observable for the asset or liability

Inputs derived principally from or corroborated by other observable market data

●

Level 3

- Unobservable inputs for

the asset or liability

supported by little or

no market activity and

are significant

to the fair value of the assets or liabilities

The disclosure of fair value of certain financial assets and liabilities recorded at cost are as follows:

Cash and cash equivalents, accounts receivable, and accounts payable:

The carrying amount approximates fair value due to the

short maturity of these instruments.

Lease obligations:

The carrying value of the Company’s lease obligations is at its present value which approximates fair value.

Assets and Liabilities Measured at Fair Value

on a Recurring Basis

In accordance with the fair value hierarchy

described above, the following table shows the

fair value of our financial assets and

liabilities that are required to

be measured at fair value

on a recurring basis as

of May 29, 2021 and

May 30, 2020 (in thousands):

May 29, 2021

Level 1

Level 2

Level 3

Balance

Assets

Municipal bonds

—

16,480

—

16,480

Commercial paper

—

1,998

—

1,998

Corporate bonds

—

80,700

—

80,700

Certificates of deposits

—

1,076

—

1,076

Asset backed securities

—

11,904

—

11,904

Mutual funds

4,116

—

4,116

Total assets measured at fair value

4,116

112,158

—

116,274

Table of Contents

May 30, 2020

Level 1

Level 2

Level 3

Balance

Assets

Municipal bonds

—

16,179

—

16,179

Commercial paper

—

6,982

—

6,982

Corporate bonds

—

126,868

—

126,868

Certificates of deposits

—

1,492

—

1,492

Asset backed securities

—

2,642

—

2,642

Mutual funds

2,749

—

2,749

Total assets measured at fair value

2,749

154,163

—

156,912

Our investment securities – available-for-sale classified as Level 2 consist of securities with maturities

of three months or longer

when

purchased.

classified

these

securities

current,

because

amounts

invested

are

available

for

current

operations.

Observable inputs for these securities are yields, credit risks, default rates, and volatility.

Note 5 - Inventories

Inventories consisted of the following (in thousands):

May 29, 2021

May 30, 2020

Flocks, net of amortization

123,860

110,198

Eggs and egg products

21,084

18,487

Feed and supplies

73,431

58,531

218,375

187,216

We grow and maintain flocks of layers (mature female chickens), pullets (female chickens under 18 weeks of age), and breeders

(male and

female chickens

used to

produce fertile

eggs to

hatch for

egg production

flocks). Our

total flock

at May

29, 2021,

consisted of approximately

10.8

million pullets and breeders and

37.8

million layers.

The Company expensed amortization and mortality associated with the flocks to cost of sales as follows (in thousands):

May 29, 2021

May 30, 2020

June 1, 2019

Amortization

133,448

133,379

119,658

Mortality

6,769

5,823

5,161

Total flock costs charged to cost of sales

140,217

139,202

124,819

Note 6 - Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

May 29, 2021

May 30, 2020

Land and improvements

101,174

91,865

Buildings and improvements

454,332

393,195

Machinery and equipment

584,778

531,545

Construction-in-progress

72,879

126,061

1,213,163

1,142,666

Less: accumulated depreciation

623,746

585,291

589,417

557,375

Depreciation expense was $

56.5

million, $

54.5

million and $

51.7

million in the fiscal years ended May 29, 2021, May 30, 2020,

and June 1, 2019, respectively.

The Company

maintains insurance

for both

property damage

and business

interruption relating

to catastrophic

events, such

fires. Insurance recoveries received

for property damage

and business interruption

in excess of

the net book

value of

damaged

assets, clean-up and demolition

costs, and post-event costs

are recognized as income

in the period received or

committed when

all contingencies associated with

the recoveries are

resolved. Gains on

insurance recoveries related to

business interruption are

recorded within “Cost of

sales” and any gains

or losses related to

property damage are recorded

within “Loss on disposal

of fixed

Table of Contents

assets.”

Insurance

recoveries

business

interruption

are

classified

operating

cash

flows

and

recoveries

property damage

are classified

as investing

cash flows

in the

statement of

cash flows. Insurance

claims incurred

finalized

during the

fiscal years ended

May 29, 2021,

May 30, 2020,

and June 1,

2019 did

not have

a material effect

on the

Company's

consolidated financial statements.

Included in cost

of sales for

fiscal 2021 and

2020 is a

non-cash impairment

loss on fixed

assets of $

196

thousand and

2.9

million,

respectively,

related to

decommissioning some

older, less

efficient production

facilities as

the Company

continues to

invest in

new facilities to meet the increasing demand for specialty eggs and to reduce production costs.

Note 7 - Investment in Unconsolidated Entities

At May 29, 2021,

the Company had several

investments in unconsolidated entities

that are accounted for

using the equity method

of accounting. Red River Valley

Egg Farm, LLC ("Red River") operates a cage-free shell egg production complex near Bogota,

Texas. Specialty Eggs,

LLC ("Specialty Eggs") owns the Egg-Land's Best franchise for most

of Georgia and South Carolina, as

well as a portion of western North Carolina and eastern Alabama. Southwest Specialty Eggs, LLC

("Southwest Specialty Eggs")

owns the

Egg-Land's Best

franchise for

Arizona, southern

California and

Clark County,

Nevada (including

Las Vegas).

As of

May 29,

2021, the

Company owned

% in

Red River, Specialty

Eggs, and

Southwest Specialty

Eggs. Equity

method investments

are

included

“Investments

unconsolidated

entities”

the

accompanying

Consolidated

Balance

Sheets

and

totaled

49.9

million and $

54.7

million at May 29, 2021 and May 30, 2020, respectively.

Equity

income

unconsolidated

entities

622

thousand,

534

thousand,

and

4.8

million

from

these

entities

has

been

included in the Consolidated Statements of Income for fiscal 2021, 2020, and 2019, respectively.

The condensed

consolidated financial

information for

the Company's

unconsolidated joint

ventures was

as follows

(in thousands):

For the fiscal year ended

May 29, 2021

May 30, 2020

June 1, 2019

Net sales

119,853

188,922

112,396

Net income

1,596

1,064

9,490

Total assets

106,592

113,513

128,470

Total liabilities

5,850

4,655

7,600

Total equity

100,742

108,858

120,870

The

Company

member

Eggland’s

Best,

Inc.

(“EB”),

which

cooperative. At

May

29,

2021

and

May

30,

2020,

“Investments

unconsolidated

entities”

shown

the

Company’s

Consolidated

Balance

Sheet

includes

the

cost

the

Company’s investment in

EB plus any qualified written allocations. The

Company cannot exert significant influence over EB’s

operating and financial activities;

therefore, the Company accounts

for this investment using

the cost method. The carrying

value

of this investment at May 29, 2021 and May 30, 2020 was $

768

thousand and $

2.0

million, respectively.

The following relates to the Company’s transactions with these unconsolidated affiliates (in thousands):

For the fiscal year ended

May 29, 2021

May 30, 2020

June 1, 2019

Sales to unconsolidated entities

56,765

54,559

58,093

Purchases from unconsolidated entities

76,059

71,475

81,685

Distributions from unconsolidated entities

6,663

7,114

7,904

May 29, 2021

May 30, 2020

Accounts receivable from unconsolidated entities

2,404

4,935

Accounts payable to unconsolidated entities

4,161

5,706

Table of Contents

Note 8 - Goodwill and Other Intangible Assets

Goodwill and other intangibles consisted of the following (in thousands):

Other Intangibles

Franchise

Customer

Non-compete

Right of

Water

Total

Goodwill

rights

relationships

agreements

Use

rights

Trademark

intangibles

Balance June 1, 2019

35,525

19,955

2,504

297

—

720

286

59,287

Additions

—

1,000

—

2,000

Amortization

—

(1,628)

(1,150)

(118)

—

(50)

(2,946)

Balance May 30, 2020

35,525

18,327

2,354

1,179

—

720

236

58,341

Additions

—

Amortization

—

(1,628)

(666)

(160)

(10)

—

(50)

(2,514)

Balance May 29, 2021

35,525

16,699

1,688

1,019

720

186

55,866

For the Other Intangibles listed above, the gross carrying amounts and accumulated amortization are as follows (in thousands):

May 29, 2021

May 30, 2020

Gross carrying

Accumulated

Gross carrying

Accumulated

amount

amortization

amount

amortization

Other intangible assets:

Franchise rights

29,284

(12,585)

29,284

(10,957)

Customer relationships

9,644

(7,956)

20,544

(18,190)

Non-compete agreements

1,450

(431)

1,450

(271)

Right of use intangible

229

(200)

191

(191)

Water rights *

720

—

720

—

Trademark

400

(214)

400

(164)

Total

41,727

(21,386)

52,589

(29,773)

Water rights are an indefinite life intangible asset.

No significant residual value

is estimated for these

intangible assets. Aggregate amortization

expense for fiscal years

2021, 2020,

and 2019 totaled $

2.5

million, $

2.9

million, and $

2.8

million, respectively.

The following table presents the total estimated amortization of intangible assets for the five succeeding years (in thousands):

For fiscal year

Estimated amortization expense

2022

2,220

2023

2,206

2024

2,170

2025

2,040

2026

2,015

Thereafter

8,970

Total

19,621

Note 9 - Employee Benefit Plans

The Company maintains a medical plan that is qualified under Section 401(a) of the Internal Revenue Code and is not subject to

tax under present income tax laws. The plan is

funded by contributions from the Company and its

employees. Under its plan, the

Company

self-insures

its

portion

medical

claims

for

substantially

all

full-time

employees. The

Company

uses

stop-loss

insurance

limit

its

portion

medical

claims

225,000

per

occurrence. The

Company's

expenses

including

accruals

for

incurred but not reported claims were approximately $

21.7

million, $

17.8

. million, and $

18.1

million in fiscal years 2021, 2020,

and 2019, respectively.

The liability recorded for

incurred but not reported

claims was $

2.4

million and $

1.7

million as of May

29, 2021 and May 30, 2020, respectively.

The Company has

a KSOP plan

that covers substantially

all employees (the

“Plan”). The Company makes

contributions to the

Plan at a rate of

% of participants' eligible compensation,

plus an additional amount determined

at the discretion of the

Board of

Table of Contents

Directors. Contributions

can

made

cash

the

Company's

common

stock,

and

vest

immediately. The

Company's

cash

contributions to the Plan were

3.8

million in fiscal years 2021 and

2020, and $

3.7

million in fiscal year 2019.

The Company did

t make direct contributions of

the Company’s common stock in fiscal years 2021,

2020, or 2019. Dividends on

the Company’s

common stock are paid

to the Plan in

cash. The Plan acquires the

Company’s common stock,

which is listed on

the NASDAQ,

by using

the dividends and

the Company’s

cash contribution to

purchase shares in

the public markets. The

Plan sells

common

stock on the NASDAQ to pay benefits to Plan participants. Participants may make contributions to the Plan up

to the maximum

allowed by the Internal Revenue Service regulations. The Company does not match participant contributions.

The

Company

has

deferred

compensation

agreements

with

certain

officers

for

payments

made

over

specified

periods

beginning when the officers reach age

or over as specified in the agreements. Amounts accrued for the agreements are based

upon deferred

compensation earned

over the

estimated remaining

service period

each officer.

Payments made

under

these

agreements

were

170

thousand, $

150

thousand,

and

129

thousand in

fiscal

years

2021,

2020,

and

2019,

respectively. The

liability recorded related to these agreements was $

1.4

million at May 29, 2021 and May 30, 2020.

In December 2006, the Company adopted an additional deferred compensation plan to provide deferred compensation to named

officers of

the Company.

The awards

issued under

this plan

were $

279

thousand, $

266

thousand, and

267

thousand in

fiscal

2021, 2020, and 2019, respectively. Payments made under the plan were $

thousand and $

1.2

million in fiscal 2021 and 2020,

respectively. The

liability

recorded

for

this

plan

was

4.1

million

and

2.7

million

May

29,

2021

and

May

30,

2020,

respectively.

Deferred compensation expense for both plans totaled $

1.6

million, $

621

thousand and $

377

thousand in fiscal 2021, 2020, and

2019, respectively.

Postretirement Medical Plan

The Company maintains

an unfunded postretirement medical

plan to provide

limited health benefits

to certain qualified

retired

employees and

officers. Retired non-officers

and spouses

are eligible

for coverage

until attainment

of Medicare

eligibility,

which

time

coverage

ceases. Retired

officers

and

spouses

are

eligible

for

lifetime

benefits

under

the

plan. Officers

and

their

spouses, who retired prior to

May 1, 2012, must participate in

Medicare Plans A and B. Officers, and

their spouses, who retire

or after May 1, 2012 must participate in Medicare Plans A, B, and D.

The plan is

accounted for in

accordance with ASC

715, Compensation –

Retirement Benefits (“ASC

715”), whereby an

employer

recognizes the funded status

of a defined benefit

postretirement plan as an

asset or liability, and recognizes changes in

the funded

status in the year the change occurs through comprehensive income. Additionally, this expense is recognized on an accrual basis

over the employees’ approximate period of employment.

The liability associated with the plan was

3.4

million at May 29, 2021

and May 30, 2020. The remaining disclosures associated with ASC 715 are immaterial to the Company’s financial statements.

Note 10 - Credit Facility

For fiscal years 2021, 2020 and 2019, interest was $

213

thousand, $

498

thousand, and $

644

thousand, respectively.

On July 10, 2018,

we entered into

a $

100.0

million Senior Secured

Revolving Credit Facility (the

“Revolving Credit Facility”)

with

five

-year

term.

The

credit

agreement

for

the

Revolving

Credit

Facility

includes

accordion

feature

permitting

the

Company,

with

the

consent

the

administrative

agent,

increase

the

revolving

commitments

the

aggregate

125.0

million.

amounts were

borrowed

under

the

facility

May

29,

2021

during

fiscal

2021.

The

Company

had

4.1

million of outstanding standby letters of credit issued under the Revolving Credit Facility at May 29, 2021.

The interest rate is based, at the Company’s

election, on either the Eurodollar Rate plus the Applicable Margin or the Base

Rate

plus the Applicable Margin. The

“Eurodollar Rate” means the reserve adjusted

rate at which Eurodollar deposits in

the London

interbank market for

an interest period

of one,

two, three,

six or

twelve months (as

selected by

the Company) are

quoted. The

“Base Rate” means

a fluctuating rate

per annum equal

to the highest

of (a) the

federal funds rate

plus

0.5

% per annum,

(b) the

prime rate of interest established

by the administrative agent, and

an interest period of one

month plus

1.00

% per annum, subject to certain interest rate floors. The “Applicable Margin” means

% to

0.75

% per annum for Base Rate

Loans and

1.00

% to

1.75

% per annum for Eurodollar Rate Loans, in each case depending upon the average outstanding balance

at the quarterly pricing date. The Company will pay a commitment fee of

0.2

% on the unused portion of the facility.

The Revolving Credit Facility is guaranteed by all the current and future wholly-owned direct and

indirect domestic subsidiaries

the

Company

and

secured

first-priority

perfected

security

interest

substantially

all

the

Company’s

and

the

Table of Contents

guarantors’ accounts,

payment intangibles,

instruments (including

promissory notes),

chattel paper,

inventory (including

farm

products) and deposit accounts maintained with the administrative agent.

The credit agreement for the Revolving Credit Facility contains customary covenants, including

restrictions on the incurrence of

liens, and additional

debt, sales of

assets and

other fundamental

corporate changes and

investments. The

credit agreement

requires

maintenance of

two

financial covenants (i)

a minimum

working capital ratio

2.00

to 1.00 and

(ii) an

annual limit on

capital

expenditures of $

150.0

million. Additionally, the credit

agreement requires that Fred R. Adams Jr.,

his spouse, natural children,

sons-in-law or grandchildren,

or any trust,

guardianship, conservatorship or

custodianship for the

primary benefit of

any of the

foregoing, or any family limited partnership, similar limited liability company or

other entity that 100% of the voting control of

such entity is held by

any of the foregoing, shall maintain

at least

% of the Company’s

voting stock. Failure to satisfy

any of

these

covenants

will

constitute

default

under

the

terms

the

credit

agreement.

Further,

dividends

are

restricted

the

Company’s

current

dividend

policy

one-third

the

Company’s

net

income

computed

accordance

with

GAAP.

The

Company is allowed to

repurchase up to $

75.0

million of its capital

stock in any year provided

there is no default

under the credit

agreement and the Company has availability of at least $

20.0

million under the facility.

The credit agreement

for the Revolving

Credit Facility includes

customary events of

default and customary

remedies upon the

occurrence of an event of default, including acceleration of the amounts due and foreclosure of the collateral.

At May 29, 2021, we were in compliance with the covenant requirements of the Revolving Credit Facility.

Note 11 - Accrued Dividends Payable and Dividends per Common Share

We accrue dividends at

the end of

each quarter

according to

our dividend policy

adopted by

our Board

of Directors. The

Company

pays a dividend to shareholders

of its Common Stock and

Class A Common Stock on

a quarterly basis for each

quarter for which

the Company reports net income attributable to Cal-Maine Foods,

Inc. computed in accordance with GAAP in an

amount equal

to one-third (

1/3

) of such quarterly income.

Dividends are paid to shareholders

of record as of the

th day following the last

day

of such quarter, except for the fourth

fiscal quarter. For the fourth quarter, the Company pays dividends to

shareholders of record

on the

th day after the

quarter end. Dividends are

payable on the

th day following the

record date. Following a

quarter for

which the Company does not report net income attributable

to Cal-Maine Foods, Inc., the Company will not pay a

dividend for a

subsequent profitable quarter until

the Company is profitable

on a cumulative basis

computed from the date

of the last quarter

for

which a

dividend was

paid. At

the end

of fiscal

2021, the

amount of

cumulative losses

to be

recovered before

payment of

dividend was $

4.2

million.

On our consolidated statement of income, we determine dividends per common share in accordance with the computation in the

following table (in thousands, except per share data):

13 Weeks Ended

52 Weeks Ended

May 29, 2021

May 30, 2020

May 29, 2021

May 30, 2020

Net income (loss) attributable to Cal-Maine Foods, Inc.

(4,244)

60,463

2,060

18,391

Cumulative losses to be recovered prior to payment of

divided at beginning of period

—

(61,833)

(1,370)

(19,761)

Net income attributable to Cal-Maine Foods, Inc.

available for dividend

—

1/3 of net income attributable to Cal-Maine Foods, Inc.

available for dividend

—

Common stock outstanding (shares)

44,058

Class A common stock outstanding (shares)

4,800

Total common stock outstanding (shares)

48,858

Dividends per common share*

—

0.034

—

*Dividends per

common share

1/3

of Net

income (loss)

attributable to

Cal-Maine Foods,

Inc. available

for dividend ÷

Total

common stock outstanding (shares).

Table of Contents

Note 12 - Equity

The Company has

two

classes of capital stock:

Common Stock and Class

A Common Stock. Except

as otherwise required by

law

or the Company's

certificate of

incorporation, holders

of shares of

the Company’s capital stock

vote as a

single class

on all matters

submitted to a

vote of the

stockholders, with

each share of

Common Stock

entitled to

one

vote and each

share of Class

A Common

Stock entitled to

ten

votes. Holders of capital stock have the

right of cumulative voting in the election

of directors. The Common

Stock and Class

A Common Stock

have equal liquidation

rights and the

same dividend rights. In

the case of

any dividend payable

in stock,

holders of

Common Stock

are entitled

to receive

the same

percentage dividend

(payable only

in shares

of Common

Stock) as the holders of

Class A Common Stock receive (payable

only in shares of Class

A Common Stock). Upon liquidation,

dissolution, or winding-up of the Company, the holders

of Common Stock are entitled to share ratably with the holders of Class

A Common

Stock in

all assets

available for

distribution after

payment in

full of

creditors. The

holders of

Common Stock

and

Class

Common Stock

are

not

entitled

preemptive or

subscription

rights.

class of

capital

stock

may

combined or

subdivided unless

the other

classes of

capital stock

are combined

or subdivided

in the

same proportion.

No dividend

may be

declared and paid on Class A Common Stock

unless the dividend is payable only to the

holders of Class A Common Stock and a

dividend is declared and paid to Common Stock concurrently.

Each share of

Class A Common

Stock is convertible,

at the option

of its holder,

into

one

share of Common

Stock at any

time.

The

Company’s

Second

Restated

Certificate

Incorporation

(“Restated

Charter”)

identifies

family

members

Mr.

Adams

(“Immediate Family Members”) and arrangements and

entities that are permitted to receive and

hold shares of Class A Common

Stock, with

ten

votes per share,

without such shares

converting into shares

of Common Stock,

with

one

vote per share

(“Permitted

Transferees”).

The

Permitted

Transferees

include

arrangements

and

entities

such

revocable

trusts

and

limited

liability

companies that

could hold

Class A Common

Stock for

the benefit

of Immediate

Family Members.

Each Permitted

Transferee

must have a relationship, specifically

defined in the Restated Charter, with

another Permitted Transferee or an Immediate

Family

Member.

Class

Common

Stock

transferred

person

other

than

Permitted

Transferee

would

automatically

convert into Common Stock with one

vote per share. Additionally,

the Restated Charter includes a sunset

provision pursuant to

which all

of the

outstanding Class

A Common

Stock will

automatically convert

to Common

Stock if:

(a) less

than

4,300,000

shares of

Class A

Common Stock,

in the

aggregate, are

beneficially owned

by Immediate

Family Members

and/or Permitted

Transferees, or (b) if less than

4,600,000

shares of Class A

Common Stock and Common

Stock, in the aggregate,

are beneficially

owned by Immediate Family Members and/or Permitted Transferees.

Note 13 - Net Income per Common Share

Basic net income per share attributable

to Cal-Maine Foods, Inc. is based on

the weighted average Common Stock and Class

Common Stock

outstanding. Diluted

net income

per share

attributable to

Cal-Maine Foods,

Inc. is

based on

weighted-average

common shares outstanding during the relevant period adjusted for the dilutive effect of share-based awards.

The following table provides

a reconciliation of the

numerators and denominators

used to determine basic

and diluted net income

per common share attributable to Cal-Maine Foods, Inc. (amounts in thousands, except per share data):

May 29, 2021

May 30, 2020

June 1, 2019

Numerator

Net income

2,060

18,328

55,062

Less: Net income (loss) attributable to noncontrolling interest

—

(63)

833

Net income attributable to Cal-Maine Foods, Inc.

2,060

18,391

54,229

Denominator

Weighted-average common shares outstanding, basic

48,522

48,467

Effect of dilutive securities of restricted shares

134

117

122

Weighted-average common shares outstanding, diluted

48,656

48,584

48,589

Net income per common share attributable to Cal-Maine Foods, Inc.

Basic

0.04

0.38

1.12

Diluted

0.04

0.38

1.12

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Note 14 - Revenue Recognition

Satisfaction of Performance Obligation

The vast majority of the Company’s revenue is derived from agreements with customers based on the customer placing an order

for products. Pricing for

the most part is

determined when the Company and

the customer agree upon the

specific order, which

establishes the contract for that order.

Revenues are

recognized in

an amount

that reflects

the net

consideration we

expect to

receive in

exchange for

the goods.

Our

shell eggs

are sold

at prices

related to

independently quoted

wholesale market

prices or

formulas related

to our

costs of

production.

The Company’s

sales predominantly

contain a

single performance

obligation. We

recognize revenue

upon satisfaction

of the

performance obligation with the

customer which typically occurs

within days of

the Company and the

customer agreeing upon

the order.

Costs

deliver

product

customers

are

included

selling,

general

and

administrative

expenses

the

accompanying

Consolidated Statements of

Income and totaled

52.7

million, $

52.2

million, and $

53.6

million in fiscal

years 2021, 2020,

and

2019, respectively.

Returns and Refunds

Some of our contracts include a guaranteed

sale clause, pursuant to which we

credit the customer’s account for product that

the

customer is unable to sell before expiration.

The Company records an allowance of returns

and refunds by using historical return

data and

comparing to

current period

sales and

accounts receivable.

The allowance

is recorded

as a

reduction in

sales with

corresponding reduction in trade accounts receivable.

Sales Incentives Provided to Customers

The Company periodically

provides incentive

offers to its

customers to encourage

purchases. Such

offers include current

discount

offers (e.g., percentage

discounts off current

purchases), inducement offers

(e.g., offers for future

discounts subject to

a minimum

current purchase), and other similar offers. Current

discount offers, when accepted by customers,

are treated as a reduction to the

sales price

of the

related transaction, while

inducement offers,

when accepted

by customers, are

treated as

a reduction to

sales

price based on estimated future redemption rates. Redemption rates are estimated using the Company’s historical experience for

similar inducement offers. Current discount and inducement offers are presented as a net amount in ‘‘Net sales.’’

Disaggregation of Revenue

The following table provides revenue disaggregated by product category (in thousands):

13 Weeks Ended

52 Weeks Ended

May 29, 2021

May 30, 2020

May 29, 2021

May 30, 2020

Conventional shell egg sales

205,987

311,380

766,284

830,278

Specialty shell egg sales

131,243

133,347

539,780

485,465

Egg products

10,997

7,204

36,733

31,414

Other

1,571

1,402

6,190

4,452

349,798

453,333

1,348,987

1,351,609

Contract Costs

The Company can incur costs to obtain or fulfill a contract with a customer.

If the amortization period of these costs is less than

one year, they are expensed as incurred.

When the amortization period is

greater than one year, a contract asset is

recognized and

is amortized over the contract life as a reduction in net sales. As of May 29, 2021 the balance for contract assets is immaterial.

Contract Balances

The Company receives payment from customers based on specified terms that are generally

less than 30 days from

delivery. There are rarely contract assets or liabilities related to performance under the contract.

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Concentration of Credit Risks

Our largest customer, Walmart

Inc. (including Sam's Club) accounted for

29.8

32.1

% and

33.7

% of net sales dollars for fiscal

2021, 2020, and 2019, respectively. H-E-B, LP accounted for

10.1

% of net sales dollars for fiscal 2020.

Note 15 - Leases

Expenses related to operating leases, amortization of finance lease ROU assets and finance lease interest are included in Cost of

sales, Selling general and administrative expense, and Interest expense in the Consolidated Statements of Income.

The Company’s lease cost consists of the following (in thousands):

13 Weeks Ended

May 29, 2021

52 Weeks Ended

May 30, 2020

Operating Lease cost

226

929

Finance Lease cost

Amortization of right-of-use asset

168

Interest on lease obligations

Short term lease cost

1,057

3,771

Future minimum lease payments under non-cancelable leases are as follows (in thousands):

As of May 29, 2021

Operating Leases

Finance Leases

2022

802

239

2023

539

239

2024

380

219

2025

130

—

2026

—

Thereafter

—

Total

1,882

697

Less imputed interest

(157)

(44)

Total

1,725

653

The weighted-average

remaining lease

term and

discount rate

for lease

liabilities included

in our

Condensed Consolidated

Balance

Sheet are as follows:

As of May 29, 2021

Operating Leases

Finance Leases

Weighted-average remaining lease term (years)

2.8

2.5

Weighted-average discount rate

5.9

4.9

Note 16 - Stock Compensation Plans

October

2020,

shareholders

approved

the

Amended

and

Restated

Cal-Maine

Foods,

Inc.

2012

Omnibus

Long-Term

Incentive Plan

(the “LTIP

Plan”). The

purpose of

the LTIP

Plan is

to assist

us and

our subsidiaries

in attracting

and retaining

selected individuals who are expected to contribute to our long-term success. The maximum number of shares of common stock

available for

awards under

the LTIP

Plan is

2,000,000

of which

1,126,188

shares remain

available for

issuance, and

may be

authorized

but

unissued

treasury

shares.

Awards

may

granted

under

the

LTIP

Plan

any

employee,

any

non-

employee member of the Company’s Board of Directors, and any consultant who

is a natural person and provides services to us

or one of our subsidiaries (except for incentive stock options, which may be granted only to our employees).

The only outstanding awards under the LTIP

Plan are restricted stock awards. The restricted stock vests one

to three years from

the grant date, or upon death or disability, change in control, or retirement (subject to certain requirements). The restricted stock

contains no other service or performance conditions. Restricted stock is awarded in the name of the recipient and, except for the

right of disposal, constitutes

issued and outstanding shares

of the Company’s common stock for

all corporate purposes during

the

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period of

restriction including the

right to

receive dividends. Compensation

expense is a

fixed amount based

on the

grant date

closing price and is amortized on a straight-line basis over the vesting period. Forfeitures are recognized as they occur.

Total

stock-based

compensation

expense

was

3.8

million,

3.6

million,

and

3.6

million

fiscal

2021,

2020,

and

2019,

respectively.

Our unrecognized compensation expense as a result of non-vested shares

was $

6.6

million and at May 29, 2021 and $

6.3

million

May 30, 2020. The

unrecognized compensation expense

will be amortized

to stock compensation

expense over a

period of

2.1

years.

A summary of our equity award activity and related information for our restricted stock is as follows:

Number of

Weighted Average

Grant

Date Fair Value

Outstanding, June 1, 2019

248,412

42.20

Granted

104,566

38.25

Vested

(77,801)

43.00

Forfeited

(2,131)

43.20

Outstanding, May 30, 2020

273,046

41.36

Granted

112,860

37.82

Vested

(79,328)

43.96

Forfeited

(4,431)

40.12

Outstanding, May 29, 2021

302,147

39.37

Note 17 - Income Taxes

Income tax expense (benefit) consisted of the following:

Fiscal year ended

May 29, 2021

May 30, 2020

June 1, 2019

Current:

Federal

(35,090)

(6,750)

8,160

State

730

(1,800)

1,460

(34,360)

(8,550)

9,620

Deferred:

Federal

21,658

8,872

4,843

State

693

1,409

1,280

22,351

10,281

6,123

(12,009)

1,731

15,743

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Significant components of the Company’s deferred tax liabilities and assets were as follows:

May 29, 2021

May 30, 2020

Deferred tax liabilities:

Property, plant and equipment

82,508

60,645

Inventories

31,501

28,075

Investment in affiliates

7,670

8,099

Other comprehensive income

—

214

Other

5,648

5,002

Total deferred tax liabilities

127,327

102,035

Deferred tax assets:

Accrued expenses

3,728

3,376

State operating loss carryforwards

3,416

792

Other comprehensive income

497

—

Other

5,278

5,099

Total deferred tax assets

12,919

9,267

Net deferred tax liabilities

114,408

92,768

The differences between income tax expense (benefit) at the Company’s effective income tax rate and income tax expense at the

statutory federal income tax rate were as follows:

Fiscal year end

May 29, 2021

May 30, 2020

June 1, 2019

Statutory federal income tax

(2,087)

4,226

14,694

State income taxes, net

1,124

(309)

2,164

Domestic manufacturers deduction

3,566

684

—

Enacted net operating loss carryback provision

(16,014)

(3,041)

—

Tax exempt interest income

(50)

(111)

(197)

Other, net

1,452

282

(918)

(12,009)

1,731

15,743

On March 27, 2020, the Coronavirus Aid, Relief,

and Economic Security Act (the “CARES Act”)

was enacted. The CARES Act

contains several income

tax provisions, as

well as other

measures, that are

intended to assist

businesses impacted by

the economic

effects of the COVID-19 pandemic. The most significant provision of the CARES Act that materially affects our accounting for

income taxes includes a five-year

carryback allowance for taxable

net operating losses generated

in tax years 2018 through

2020,

our fiscal years 2019 through 2021.

Our financial statements for the fiscal year ended May 29, 2021 were materially affected by the changes enacted by the CARES

Act. As a result of the

applicable accounting guidance and the provisions enacted by the

CARES Act, our income tax provision

for fiscal

2021 reflects

the carryback

of taxable

net operating

losses generated

during periods

in which

the statutory

federal income

tax rate was 21% to periods in which the statutory federal income tax rate was 35%.

Due to the difference in statutory rates, we

recorded a

16.0

million discrete

income tax

benefit related

to the

carryback provisions

during the

fiscal year

ended May

29,

2021. Because

the net

operating losses

were carried

back to

years in

which we

initially reduced

our taxable

income using

the

Domestic Production

Activities Deduction,

we recorded

a partially

offsetting $

3.6

million discrete

income tax

expense during

fiscal 2021 to account for the reduced taxable income.

Federal and state

income taxes of

995

thousand, $

thousand, and $

37.4

million were paid

in fiscal years

2021, 2020, and

2019,

respectively.

Federal and state income

taxes of $

2.6

million, $

8.4

million, and $

418

thousand were refunded in

fiscal years 2021,

2020, and 2019, respectively.

The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position

will be sustained on examination by the taxing authorities, based on the technical merits

of the position. The Company measures

the tax

benefits recognized

based on

the largest

benefit that

has a

greater than

50% likelihood

of being

realized upon

ultimate

resolution.

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As of May 29, 2021, we are under audit by the Internal Revenue Service (IRS) for the fiscal years 2013 through 2015. Although

we are subject to income tax

in many jurisdictions within the

U.S., we were not under audit

by any state and local tax

authorities.

of May

29, 2021,

the IRS

has proposed

adjustments related

the

Company’s

research

and development

credits claimed

during

the

years

under

audit.

Management

continuing

evaluate

those

proposed

adjustments

and

does

not

anticipate

the

adjustments

would

result

material

change

its

consolidated

financial

statements.

However,

the

Company

believes

reasonably possible that an additional decrease

of up to $

1.4

million in previously recognized tax benefits

related to research and

development credits may be necessary within the coming year.

Tax periods for all years beginning

with fiscal year 2013 remain

open to examination by federal and state taxing jurisdictions to which we are subject.

Note 18 - Commitments and Contingencies

Financial Instruments

The Company maintained standby letters of credit

("LOC") totaling $

4.1

million at May 29, 2021, which

were issued under the

Company's Revolving

Credit Facility.

The outstanding

LOCs are

for the

benefit of

certain insurance

companies. None

of the

LOCs are recorded as a liability on the Consolidated Balance Sheets.

State of Texas v.

Cal-Maine Foods, Inc. d/b/a Wharton; and Wharton County Foods, LLC

On April 23, 2020, the Company

and its subsidiary Wharton County Foods,

LLC (“WCF”) were named as defendants

in State of

Texas v.

Cal-Maine Foods, Inc. d/b/a Wharton; and Wharton

County Foods, LLC, Cause No. 2020-25427, in

the District Court

of Harris County, Texas.

The State of Texas (the “State”) asserted claims based on the Company’s

and WCF’s alleged violation

of the

Texas

Deceptive Trade

Practices—Consumer Protection

Act, Tex.

Bus. &

Com. Code

§§ 17.41-17.63

(“DTPA”).

The

State claimed

that the

Company and

WCF offered

shell eggs

at excessive

or exorbitant

prices during

the COVID-19

state of

emergency and made

misleading statements

about shell

egg prices.

The State

sought temporary

and permanent

injunctions against

the Company and WCF to prevent further alleged violations of the DTPA, along with over $

100,000

in damages. On August 13,

2020, the

court granted the

defendants’ motion to

dismiss the State’s

original petition with

prejudice. On September

11, 2020,

the State

filed a

notice of

appeal, which

was assigned

to the

Texas

Court of

Appeals for

the First

District. The

State filed

its

opening

brief

December 7,

2020.

The Company

and

WCF

filed

their response

February

2021.

The

Texas

Court

Appeals has not ruled on these submissions. Management believes the risk of material loss related to this matter to be remote.

Bell et al. v. Cal-Maine Foods et al.

On April 30, 2020, the Company was named

as one of several defendants in Bell

et al. v. Cal-Maine Foods et al., Case No. 1:20-

cv-461, in the Western District of Texas,

Austin Division. The defendants include numerous grocery stores, retailers, producers,

and farms.

Plaintiffs assert

that defendants

violated the

DTPA

by allegedly

demanding exorbitant

or excessive

prices for

eggs

during the COVID-19 state

of emergency. Plaintiffs request certification of

a class of all

consumers who purchased

eggs in Texas

sold, distributed,

produced, or

handled by

any of

the defendants

during the

COVID-19 state

of emergency.

Plaintiffs

seek to

enjoin the Company and other

defendants from selling eggs at a

price more than 10% greater

than the price of eggs

prior to the

declaration

the

state

emergency

and

damages

the

amount

10,000

per

violation,

250,000

for

each

violation

impacting anyone

over 65

years

old. On

December 1,

2020,

the Company

and certain

other defendants

filed

their motion

dismiss

the

plaintiffs’

first

amended class

action

complaint. The

court

has

not

ruled on

this

motion

dismiss. Management

believes the risk of material loss related to this matter to be remote.

Kraft Foods Global, Inc. et al. v. United Egg Producers, Inc. et al.

As previously

reported, on

September 25,

2008, the

Company was

named as

one of

several defendants

in numerous

antitrust

cases involving

the United

States shell

egg industry.

The Company

settled all

of these

cases, except

for the

claims of

certain

plaintiffs who sought substantial damages allegedly arising from the purchase of egg products

(as opposed to shell eggs). These

remaining plaintiffs

are Kraft Food

Global, Inc.,

General Mills, Inc.,

and Nestle USA,

Inc. (the “Egg

Products Plaintiffs”)

and

The Kellogg Company.

On September 13, 2019, the

case with the Egg Products

Plaintiffs was remanded from a multi-district

litigation proceeding in the

United States District

Court for the

Eastern District of

Pennsylvania, In re

Processed Egg Products

Antitrust Litigation, MDL

No.

2002,

the

United

States

District

Court

for

the

Northern

District

Illinois,

Kraft

Foods

Global,

Inc.

al.

United

Egg

Producers, Inc. et al.,

Case No. 1:11-cv-8808, for trial. The

Egg Products Plaintiffs allege that

the Company and other

defendants

violated Section 1 of the

Sherman Act, 15. U.S.C. §

1, by agreeing to limit

the production of eggs and

thereby illegally to raise

the prices that plaintiffs paid

for processed egg products. In particular,

the Egg Products Plaintiffs are

attacking certain features

of the United Egg

Producers animal-welfare guidelines and program

used by the Company

and many other egg producers.

The

Table of Contents

Egg Products Plaintiffs

seek to

enjoin the Company

and other defendants

from engaging in

antitrust violations and

seek treble

money damages.

The parties

filed a

joint status

report on

May 18,

2020, but

no schedule

has yet

been entered

by the

court. It

appears that the case will not be tried until later in 2021 or 2022.

In addition,

on October

24, 2019,

the Company

entered into

a confidential

settlement agreement

with The

Kellogg Company

dismissing all

claims against

the Company

for an

amount that

did not

have a

material impact

on the

Company’s financial condition

or results

of operations.

On November

11,

2019, a

stipulation for

dismissal was

filed with

the court,

but the

court has

not yet

entered a judgment on the filing.

The Company intends to continue to defend the remaining case with the Egg Products Plaintiffs

as vigorously as possible based

defenses

which

the

Company

believes

are

meritorious

and

provable.

Adjustments,

any,

which

might

result

from

the

resolution of

this remaining

matter with

the Egg

Products Plaintiffs

have not

been reflected

in the

financial statements.

While

management believes that

there is still

a reasonable possibility

of a material

adverse outcome from

the case with

the Egg Products

Plaintiffs, at

the present

time, it

is not

possible to

estimate the

amount of

monetary exposure,

if any,

to the

Company due

to a

range of factors, including the following, among others: the matter is in the early stages of preparing for trial following

remand;

any trial will be before a

different judge and jury in

a different court than prior

related cases; there are significant factual issues

to be resolved; and

there are requests for

damages other than compensatory

damages (i.e., injunction and

treble money damages).

State of Oklahoma Watershed Pollution Litigation

On June 18,

2005, the

State of Oklahoma

filed suit,

in the United

States District

Court for

the Northern District

of Oklahoma,

against Cal-Maine Foods, Inc. and Tyson Foods, Inc. and affiliates,

Cobb-Vantress,

Inc., Cargill, Inc. and its affiliate, George’s,

Inc. and its

affiliate, Peterson Farms,

Inc. and Simmons Foods,

Inc. The State of

Oklahoma claims that through

the disposal of

chicken litter the

defendants have polluted

the Illinois River

Watershed. This watershed provides water

to eastern Oklahoma.

The

complaint seeks injunctive relief

and monetary damages, but

the claim for

monetary damages has

been dismissed by

the court.

Cal-Maine Foods, Inc. discontinued

operations in the

watershed. Accordingly,

we do not

anticipate that Cal-Maine

Foods, Inc.

will be materially affected

by the request for

injunctive relief unless

the court orders

substantial affirmative remediation.

Since

the litigation began, Cal-Maine Foods, Inc.

purchased

100

% of the membership interests

of Benton County Foods, LLC,

which

is an ongoing commercial shell egg

operation within the Illinois River Watershed. Benton County Foods,

LLC is not a defendant

in the litigation.

The trial in the case began in September 2009 and concluded in February 2010.

The case was tried without a jury,

and the court

has not yet issued its ruling. Management believes the risk of material loss related to this matter to be remote.

Other Matters

In addition to the above,

the Company is involved in

various other claims and litigation

incidental to its business. Although

the

outcome of these matters

cannot be determined with

certainty, management, upon the advice of

counsel, is of the

opinion that the

final outcome should not have a material effect on the Company’s consolidated results of operations or financial position.

Note 19 - Related Party Transaction

On August 24, 2020,

Mrs. Jean Reed Adams,

the wife of the

Company’s late founder Fred R.

Adams, Jr., and the Fred R.

Adams,

Jr.

Daughters’

Trust,

dated

July

20,

2018

(the

“Daughters’

Trust”),

which

the

daughters

Mr.

Adams

are

beneficiaries

(together, the “Selling

Stockholders”), completed a registered secondary

public offering of

6,900,000

shares of Common Stock

held by them, pursuant to a previously disclosed Agreement Regarding Common Stock (the “Agreement”) filed

as an exhibit to

this report. Mrs.

Adams and the

Daughters’ Trust

advised the Company

that they were

conducting the offering

in order to

pay

estate taxes related to the settlement of Mr.

Adam’s estate and to

obtain liquidity. The

public offering was made pursuant to the

Company’s effective shelf registration statement on Form S-3 (File

No. 333-227742), including the Prospectus

contained therein

dated October 9, 2018, and a related Prospectus Supplement dated

August 19, 2020, each of which is on file

with the Securities

and Exchange Commission.

The public offering

involved only the

sale of shares

of Common Stock

that were already

outstanding,

and thus the Company

did not issue any

new shares or raise

any additional capital in

the offering. The expenses

of the offering

(not including the

underwriting discount and legal

fees and expenses of

legal counsel for the

Selling Stockholders, which were

paid by the Selling Stockholders) paid by

the Company were $

1.1

million. Pursuant to the Agreement, the Selling

Stockholders

reimbursed the Company $

551

thousand.

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Note 20 – Subsequent Events

Effective on

May 30, 2021,

the Company paid

48.5

million to acquire

the remaining

% membership interest

in Red

River,

including certain

liabilities. As

a result

of the

acquisition, the

entity became

a wholly

owned subsidiary

of the

Company.

Red

River owns and

operates a specialty

shell egg production

complex with approximately

1.7

million cage-free laying hens,

cage-

free pullet capacity, feed mill, processing plant, related offices and outbuildings and

related equipment located on approximately

400

acres near Bogata, Texas.

SCHEDULE II - VALUATION

AND QUALIFYING ACCOUNTS

Fiscal Years

ended May 29, 2021, May 30, 2020, and June 1, 2019

(in thousands)

Description

Balance at

Beginning of Period

Charged to Cost

and Expense

Write-off

of Accounts

Balance at

End of Period

Year ended May 29, 2021

Allowance for doubtful accounts

743

135

795

Year ended May 30, 2020

Allowance for doubtful accounts

206

550

743

Year ended June 1, 2019

Allowance for doubtful accounts

268

104

206

Table of Contents

ITEM

CHANGES IN

AND DISAGREEMENTS

WITH

ACCOUNTANTS

ACCOUNTING AND

FINANCIAL

DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and

procedures are designed to

provide reasonable assurance that

information required to be

disclosed by

us in

the reports

we file

or submit

under the

Securities Exchange

Act of

1934, as

amended (the

“Exchange Act”)

is recorded,

processed, summarized and reported,

within the time periods

specified in the Securities

and Exchange Commission’s

rules and

forms. Disclosure

controls

and

procedures

include,

without

limitation,

controls

and

procedures

designed

ensure

that

information

required

to be

disclosed

the

reports

that

file

submit

under

the

Exchange Act

accumulated and

communicated to management, including our principal executive

and principal financial officers, or persons

performing similar

functions, as

appropriate to

allow timely

decisions regarding

required disclosure.

Based on

an evaluation

of our

disclosure controls

and procedures conducted

by our Chief

Executive Officer and

Chief Financial Officer, together

with other financial

officers, such

officers concluded

that our

disclosure controls

and procedures

were effective

as of

May 29,

2021 at

the reasonable

assurance

level.

Internal Control Over Financial Reporting

(a)

Management’s Report on Internal Control Over Financial Reporting

The following sets

forth, in accordance

with Section 404(a)

of the Sarbanes-Oxley

Act of 2002

and Item 308

of the Securities

and Exchange Commission’s Regulation S-K, the report of management on our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control

over financial reporting.

“Internal control over

financial reporting” is

a process designed

by, or under the supervision

of, our Chief

Executive

Officer and Chief Financial Officer,

together with other financial officers, and

effected by our Board of Directors,

management and

other personnel,

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 and includes those policies and procedures that:

●

Pertain to the maintenance of records that

in reasonable detail accurately and fairly reflect

the transactions

and dispositions of our assets;

●

Provide reasonable assurance that transactions

are recorded as necessary to

permit preparation of financial

statements

accordance

with

generally

accepted

accounting

principles,

and

that

our

receipts

and

expenditures are being made

only in accordance with

authorizations of our management

and directors; and

●

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or

disposition of our assets that could have a material effect on the financial statements.

Our management,

in accordance

with Rule

13a

15(c)

under the

Exchange Act

and with

the participation

of our

Chief

Executive

Officer

and

Chief

Financial

Officer,

together

with

other

financial

officers,

evaluated

the

effectiveness

our

internal

control

over

financial

reporting

May

29,

2021. The

framework

which

management’s

evaluation

our

internal

control

over

financial

reporting

based

the

“Internal

Control

–

Integrated

Framework”

published

2013

the

Committee

Sponsoring

Organizations

(“COSO”)

the

Treadway Commission.

Management has determined that our internal control over financial reporting as of

May 29, 2021

is effective. It is

noted

that

internal

control

over

financial

reporting

cannot

provide

absolute

assurance

achieving

financial

reporting objectives, but rather reasonable assurance of achieving such objectives.

The attestation report of FROST, PLLC on our internal control over financial reporting, which includes that firm’s

opinion on the effectiveness of our internal control over financial reporting, is set forth below.

(b)

Attestation

Report of the Registrant’s Public Accounting Firm

Table of Contents

Report of Independent Registered Public Accounting Firm

on Internal Control Over Financial Reporting

Board of Directors and Stockholders

Cal-Maine Foods, Inc. and Subsidiaries

Ridgeland, Mississippi

Opinion on Internal Control Over Financial Reporting

We have

audited Cal-Maine Foods, Inc. and Subsidiaries’ (the “Company”) internal control over

financial reporting as

of May

29, 2021,

based on

criteria established

2013 Internal

Control

– Integrated

Framework

issued by

the Committee

Sponsoring Organizations

of the

Treadway Commission

(“COSO”).

In our

opinion, the

Company maintained,

in all

material

respects, effective internal

control over

financial reporting

as May

29, 2021, based

on criteria

established in

2013 Internal

Control

– Integrated Framework

issued by the COSO.

also have

audited, in

accordance with

the standards

of the

Public Company

Accounting Oversight

Board (United

States) (“PCAOB”), the consolidated balance sheets and the related

consolidated statements of income, comprehensive income,

stockholders’ equity and cash flows of the Company and our report dated July 19, 2021 expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible

for maintaining effective internal

control over financial reporting

and for its

assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report

on Internal

Control Over

Financial Reporting

in Item

9A.

Our responsibility

is to

express an

opinion on

the entity’s

internal

control over financial reporting

based on our audit.

We are a public accounting firm registered

with the PCAOB and

are required

to be independent with

respect to the Company

in accordance with the U.S.

federal securities laws and the

applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

conducted our

audit in

accordance with

the standards

of the

PCOAB.

Those standards

require that

we plan

and

perform the audit to

obtain reasonable assurance about

whether effective internal control

over financial reporting was

maintained

in all

material respects.

Our audit

of internal

control over

financial reporting

included obtaining

an understanding

of internal

control over

financial reporting,

assessing the

risk that

a material

weakness exists,

and testing

and evaluating

the design

and

operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures

as we considered necessary in the circumstances.

We believe our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting

and the preparation of

consolidated financial statements for

external purposes in accordance

with

accounting principles generally

accepted in the

United States of

America.

An entity’s

internal control over

financial reporting

includes those

policies and

procedures that

(1) pertain

to the

maintenance of

records that,

in reasonable

detail, accurately

and

fairly reflect

the transactions and

dispositions of the

assets of

the entity; (2)

provide reasonable assurance

that transactions

are

recorded

necessary

permit

preparation

consolidated

financial

statements

accordance

with

accounting

principles

generally

accepted

the

United

States

America,

and

that

receipts

and

expenditures

the

entity

are

being

made

only

accordance

with

authorizations

management

and

directors

the

entity;

and

(3)

provide

reasonable

assurance

regarding

prevention or

timely detection

of unauthorized

acquisition, use,

or disposition

of the

entity’s

assets that

could have

a material

effect on the consolidated financial statements.

Because of

its inherent

limitations, internal

control over

financial reporting

may not

prevent or

detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Frost, PLLC

Little Rock, Arkansas

July 19, 2021

Table of Contents

(c)

Changes in

Internal Control Over Financial Reporting

connection

with

its

evaluation

the

effectiveness,

May

29,

2021,

our

internal

control

over

financial

reporting,

management determined that there was no change in our internal control over financial reporting that occurred during the fourth

quarter ended

May 29,

2021, that

has materially

affected, or

is reasonably

likely to

materially affect,

our internal

control over

financial reporting.

ITEM 9B.

OTHER INFORMATION

Not applicable.

PART

III.

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Except as set forth below, the information concerning

directors, executive officers and corporate

governance required by Item 10

incorporated

reference

from

our

definitive

proxy

statement

which

filed

pursuant

Regulation

14A

under

the

Securities Exchange Act of 1934 in connection with our 2021 Annual Meeting of Shareholders.

We have adopted a

Code of

Conduct and

Ethics for

Directors, Officers and

Employees, including

the chief

executive and

principal

financial and accounting officers of the Company.

We will provide a copy of

the code free of charge to any person that requests

a copy by writing to:

Cal-Maine Foods, Inc.

P.O.

Box 2960

Jackson, Mississippi 39207

Attn.:

Investor Relations

Requests can be made by phone at (601) 948-6813.

A copy is also available

at our website www.calmainefoods.com. We intend to disclose any amendments

to, or waivers from, the

Code

Conduct and

Ethics

for

Directors, Officers

and Employees

our

website promptly

following the

date

any

such

amendment or waiver. Information contained on our website is not a part of this report.

ITEM 11.

EXECUTIVE COMPENSATION

The information concerning executive compensation required by Item 11 is incorporated by reference from our definitive proxy

statement which is

to be filed

pursuant to Regulation

14A under the

Securities Exchange Act

of 1934 in

connection with our

2021

Annual Meeting of Shareholders.

ITEM

12.

SECURITY

OWNERSHIP

CERTAIN

BENEFICIAL

OWNERS

AND MANAGEMENT

AND

RELATED STOCKHOLDER MATTERS

The information

concerning security

ownership of

certain beneficial

owners and

management and

related stockholder

matters

required by Item 12 is incorporated by reference from our definitive proxy statement which is to be filed pursuant to Regulation

14A under the Securities Exchange Act of 1934 in connection with our 2021 Annual Meeting of Shareholders.

ITEM 13.

CERTAIN

RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The

information

concerning

certain

relationships

and

transactions,

and

director

independence

required

Item

incorporated by

reference from

our definitive

proxy statement

which is

to be

filed pursuant

to Regulation

14A under the

Securities

Exchange Act of 1934 in connection with our 2021 Annual Meeting of Shareholders.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information

concerning principal

accounting fees

and services

required by

Item 14

is incorporated

by reference

from our

definitive

proxy

statement

which

filed

pursuant

Regulation

14A

under

the

Securities

Exchange

Act

1934

connection with our 2021 Annual Meeting of Shareholders.

Table of Contents

PART

IV.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT

SCHEDULES

(a)(1)

Financial Statements

The following consolidated financial statements

and notes thereto of Cal-Maine Foods,

Inc. and subsidiaries are included

in Item

8 and are filed herewith:

Report of Independent Registered Public Accounting Firm.

Consolidated Balance Sheets – May 29, 2021 and May 30, 20

Consolidated Statements of Income – Fiscal Years Ended May 29, 2021, May 30, 2020, and June 1, 2019

Consolidated Statements of Comprehensive Income – Fiscal Years Ended May 29, 2021, May 30, 2020, and

June 1, 2019

Consolidated Statements of Changes in Stockholders' Equity for the Fiscal Years Ended May 29, 2021,

May 30,

2020, and June 1, 2019

Consolidated Statements of Cash Flows for the Fiscal Years Ended

May 29, 2021,

May 30,

2020, and

June 1,

2019

Notes to Consolidated Financial Statements

(a)(2)

Financial Statement Schedule

Schedule II – Valuation and Qualifying Accounts

All other schedules are

omitted either because

they are not applicable

or required, or because

the required information

is included

in the financial statements or notes thereto.

(a)(3)

Exhibits Required by Item 601 of Regulation S

See Part (b) of this Item 15.

Table of Contents

(b)

Exhibits Required by Item 601 of Regulation S

The following exhibits are filed herewith or incorporated by reference:

Exhibit

Number

Exhibit

3.1

Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to

Exhibit 3.1 in the Registrant’s Form 8-K, filed July 20, 2018)

3.2

Composite Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 in the Registrant’s Form 10-Q

for the quarter ended March 2, 2013, filed April 5, 2013)

4.1**

Description of Registrant's Securities Registered Under Section 12 of the Exchange Act

10.1

Underwriting Agreement, dated August 19, 2020, among the Company, the Selling Stockholders and BofA

Securities Inc., as representative of the several underwriters named therein (incorporated by reference to

Exhibit 1.1 in the Registrant’s Form 8-K, filed August 24, 2020)

10.2

Agreement Regarding Common Stock, including Registration Rights Exhibit (attached) (incorporated by

reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed June 5, 2018)

10.3*

Deferred Compensation Plan, dated December 28, 2006 (incorporated by reference to Exhibit 10.15 in the

Registrant’s Form 8-K, filed January 4, 2007)

10.4

Credit Agreement, dated July 10, 2018, among the Registrant and BMO Harris Bank N.A., as Administrative

Agent, Swingline Lender and L/C Issuer, BMO Harris Bank N.A. and Greenstone Farm Credit Services, ACA,

as lenders, and BMO Capital Markets, as the sole Lead Arranger and sole Book Runner (incorporated by

reference to Exhibit 10.1 in the Registrant's Form 8-K filed July 10, 2018)

10.5*

Cal-Maine Foods, Inc. KSOP, as amended and restated, effective April 1, 2012 (incorporated by reference to

Exhibit 4.4 in the Registrant’s Form S-8, filed March 30, 2012)

10.6*

Cal-Maine Foods, Inc. KSOP Trust, as amended and restated, effective April 1, 2012 (incorporated by

reference to Exhibit 4.5 in the Registrant’s Form S-8, filed March 30, 2012)

10.7*

Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan (incorporated by

reference to Exhibit 10.1 to the Company’s Form 8-K filed October 2, 2020).

10.8*

Form of Restricted Stock Agreement for 2012 Omnibus Long-Term Incentive Plan (incorporated by reference

to Exhibit 10.13 in the Registrant’s Form 10-K for the year ended May 31, 2014, filed July 28, 2014)

21**

Subsidiaries of the Registrant

23.1**

Consent of FROST, PLLC

31.1**

Rule 13a-14(a) Certification of Chief Executive Officer

31.2**

Rule 13a-14(a) Certification of Chief Financial Officer

32***

Section 1350 Certifications of the Chief Executive Officer and the Chief Financial Officer

101.SCH***+

Inline XBRL Taxonomy Extension Schema Document

101.CAL***+

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF***+

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB***+

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE***+

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Management contract or compensatory plan or arrangement

Filed herewith as an Exhibit

***

Furnished herewith as an Exhibit

†

Submitted electronically with this Annual

Report on Form 10

(c)

Financial Statement Schedules Required by Regulation S

The financial statement schedule required by

Regulation S-X is filed at page 58. All

other schedules for which provision is

made

in the

applicable accounting

regulations of

the Securities

and Exchange

Commission are

not required

under the

related instructions

or are inapplicable and therefore have been omitted.

ITEM 16. FORM 10-K SUMMARY

Not applicable

Table of Contents

SIGNATURES

Pursuant to the requirements

of Section 13 or

15(d) of the Securities

Exchange Act of 1934,

the registrant has duly

caused this

report to be signed on its behalf by the undersigned, thereunto duly authorized, in Ridgeland,

Mississippi.

CAL-MAINE FOODS, INC.

/s/ Adolphus B. Baker

Adolphus B. Baker

Chief Executive Officer and Chairman of the Board

Date:

July 19, 2021

Pursuant to the requirements of the Securities Exchange Act of

1934, this report has been signed below by the following persons

on behalf of the registrant and in the capacities and on the dates indicated:

Signature

Title

Date

/s/

Adolphus B. Baker

Chief Executive Officer and

July 19, 2021

Adolphus B. Baker

Chairman of the Board

(Principal Executive Officer)

/s/

Max P.

Bowman

Vice President, Chief Financial

July 19, 2021

Max P.

Bowman

Officer and Director

(Principal Financial Officer)

/s/

Michael D. Castleberry

Vice President, Controller

July 19, 2021

Michael D. Castleberry

(Principal Accounting Officer)

/s/

Sherman L. Miller

President, Chief Operating

July 19, 2021

Sherman L. Miller

Officer and Director

/s/

Letitia C. Hughes

Director

July 19, 2021

Letitia C. Hughes

/s/

James E. Poole

Director

July 19, 2021

James E. Poole

/s/

Steve W. Sanders

Director

July 19, 2021

Steve W. Sanders

/s/

Camille S. Young

Director

July 19, 2021

Camille S. Young

Cal-Maine Foods - 10-K annual report 2021

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