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 (the "Exchange Act") relating to our shell egg business, including estimated production data, expected operating schedules, expected capital costs, and other operating data, including anticipated results of operations and financial condition. Such forward-looking statements are identified by the use of words such as "believes," "intends," "expects," "hopes," "may," "should," "plans," "projected," "contemplates," "anticipates," or similar words. Actual production, operating schedules, capital costs, results of operations, and other projections and estimates could differ materially from those projected in the forward-looking statements. The forward-looking statements are based on 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 of our Annual Report on Form 10-K for the fiscal year ended June 2, 2012 as well as those included in other reports that we file from time to time with the Securities and Exchange Commission (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 recall), (iii) changes in the demand for and market prices of shell eggs and feed costs, (iv) risks, changes, or obligations that could result from our future acquisition of new flocks or businesses, and (v) 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 to be accurate. Further, the forward-looking statements included herein are only made as of 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 or obligation to update publicly these forward-looking statements, whether because of new information, future events, or otherwise.

OVERVIEW

Cal-Maine Foods, Inc. ("we," "us," "our," or the "Company") 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.

Our operations are fully integrated. At our facilities we hatch chicks, grow and maintain flocks of pullets (young female chickens, usually under 20 weeks of age), layers (mature female chickens) and breeders (male or female birds used to produce fertile eggs to be hatched for egg production flocks), manufacture feed, and produce, process and distribute shell eggs. We are the largest producer and marketer of shell eggs in the United States. We market the majority of our shell eggs in 29 states, primarily in the southwestern, southeastern, mid-western, and mid-Atlantic regions of the United States. We market our shell eggs through our extensive distribution network to a diverse group of customers, including national and regional grocery store chains, club stores, foodservice distributors, and egg product manufacturers.

Our operating results are directly tied to egg prices, which are highly volatile, subject to wide fluctuations, and outside of our control. The shell egg industry has traditionally been subject to periods of high profitability followed by periods of significant loss. In the past, during periods of high profitability, shell egg producers have tended to increase the number of layers in production with a resulting increase in the supply of shell eggs, which generally has caused a drop in shell egg prices until supply and demand return to balance. As a result, our financial results from year to year may vary significantly. Shorter term, retail sales of shell eggs historically have been greatest during the fall and winter months and lowest during the summer months. Our need for working capital generally is highest in the last and first fiscal quarters ending in May/June and August/September, respectively, when egg prices are normally at seasonal lows. Prices for shell eggs fluctuate in response to seasonal factors and a natural increase in shell egg production during the spring and early summer. Shell egg prices tend to increase with the start of the school year and are highest prior to holiday periods, particularly Thanksgiving, Christmas, and Easter. Consequently, we generally experience lower sales and net income in our first and fourth fiscal quarters ending in August/September and May/June, respectively. Because of these seasonal and quarterly fluctuations, comparisons of our sales and operating results between different quarters within a single fiscal year are not necessarily meaningful comparisons.

For the quarter ended December 1, 2012, we produced approximately 76% of the total number of shell eggs we sold with approximately 7% of such total shell egg production being provided by contract producers. Contract producers utilize their facilities in the production of shell eggs by layers owned by us. We own the shell eggs produced under these arrangements. Approximately 24% of the total number of shell eggs sold by us was purchased from outside producers for resale.

Our cost of production is materially affected by feed costs, which currently averages about 71% of our total farm egg production cost. Changes in market prices for corn and soybean meal, the primary ingredients in the feed we use, result in changes in our cost of goods sold. The cost of our feed ingredients, which are commodities, are subject to factors over which we have little or no control, such as volatile price changes caused by weather, size of harvest, transportation and storage costs, demand, and the agricultural and energy policies of the United States and foreign governments. The supply/demand balance for corn and soybeans is very tight and should remain so through at least the 2013 crop year. Drought conditions in major crop growing regions of the mid-western United States have significantly reduced yields for the current crop. This has resulted in higher prices for these commodities. Market prices for soybean meal remain high because of competition for planted acres for other grain production. The prospective outlook is for feed costs to remain high and volatile in the year ahead.

The purchases of the commercial egg assets of Pilgrim's Pride Corporation and Maxim Production Co., Inc. as described in Note 2 of the Notes to Condensed Consolidated Financial Statements are referred to below as the "Acquisitions."

RESULTS OF OPERATIONS



The following table sets forth, for the periods indicated, certain items from
our Condensed Consolidated Statements of Income expressed as a percentage of net
sales.

                                                              Percentage of Net Sales

                                                13 Weeks Ended                      26 Weeks Ended
                                         December 1,      November 26,       December 1,      November 26,
                                            2012              2011              2012              2011
Net sales                                       100.0 %           100.0 %           100.0 %           100.0 %
Cost of sales                                    84.4              78.8              84.0              82.2
Gross profit                                     15.6              21.2              16.0              17.8
Selling, general, and administrative
expense                                           9.4               8.9              10.0              10.0
Operating income                                  6.2              12.3               6.0               7.8
Other income (expense):
Interest expense, net                            (0.2 )            (0.3 )            (0.3 )            (0.4 )
Other                                             0.8               0.4               0.5               0.2
                                                  0.6               0.1               0.2              (0.2 )

Income before income taxes                        6.8              12.4               6.2               7.6
Income tax expense                                2.5               4.4               2.2               2.7
Net income before noncontrolling
interest                                          4.3               8.0               4.0               4.9
Less: Net income attributable to
noncontrolling interest                           0.0               0.0               0.1               0.0
Net income attributable to Cal-Maine
Foods, Inc.                                       4.3 %             8.0 %             3.9 %             4.9 %

NET SALES

Year-to-date, approximately 96% of our net sales consisted of shell egg sales and approximately 3% was for sales of egg products, with the 1% balance consisting of sales of incidental feed and feed ingredients. Net sales for the thirteen-week period ending December 1, 2012 were $328.9 million, an increase of $38.5 million, or 13.3%, as compared to net sales of $290.4 million for the thirteen-week period ending November 26, 2011. Total dozen eggs sold and egg selling prices increased in the current fiscal 2013 quarter as compared to the same fiscal 2012 quarter. Dozens sold for the second quarter of fiscal year 2013 were 238.1 million dozen, an increase of 20.0 million dozen, or 9.2%, as compared to 218.1 million dozen sold for the second quarter of fiscal 2012. Our net average selling price per dozen for the fiscal 2013 second quarter was $1.323, compared to $1.272 for the second quarter of fiscal 2012, an increase of 4.0%. Our net average selling price is the blended price for all sizes and grades of shell eggs, including non-graded egg sales, breaking stock, and undergrades.

For the thirteen weeks ended December 1, 2012, egg product sales were $9.7 million, an increase of $441,000, or 4.7%, as compared to $9.3 million for the same thirteen-week period last year. Pounds sold for the second quarter of fiscal year 2013 were 13.4 million pounds, a decrease of 500,000 pounds, or 3.6%, as compared to 13.9 million pounds for the second quarter of fiscal year 2012. For the thirteen-week period ended December 1, 2012, the market price for unpasteurized liquid whole egg, unpasteurized liquid egg whites, and unpasteurized liquid egg yolk were up 28%, 8.5%, and 59.8%, respectively, compared to the same thirteen-week period last year.

On a comparable basis, excluding the Acquisitions, net sales for the thirteen-week period ended December 1, 2012 were $309.3 million, an increase of $18.9 million, or 6.5%, as compared to net sales of $290.4 million for the thirteen-week period ended November 26, 2011. Dozens sold for the current thirteen-week period, excluding the Acquisitions, were 222.5 million, compared to 218.1 million for the same thirteen-week period in fiscal 2012, an increase of 4.4 million, or 2.0%.

Net sales for the twenty-six week period ended December 1, 2012 were $601.8 million, an increase of $67.6 million, or 12.7%, compared to net sales of $534.2 million for the fiscal 2012 twenty-six week period. Dozens sold for the current twenty-six week period were 448.1 million, compared to 426.2 million for the same twenty-six week period in fiscal 2012, an increase of 21.9 million dozen, or 5.1%. For the current fiscal 2013 twenty-six week period, our net average selling price per dozen was $1.283, compared to $1.196 per dozen for the same period last year, an increase of $0.087 per dozen, or 7.3%.

For the twenty-six week period ended December 1, 2012, egg product sales were $17.8 million, an increase of $485,000, or 2.9%, as compared to $17.3 million for the same twenty-six week period last year. Pounds sold for the twenty-six week period ended December 1, 2012 were 26.5 million pounds, a decrease of 1.4 million pounds, or 5.0%, as compared to 27.9 million pounds for the twenty-six week period ended November 26, 2011. For the twenty-six weeks ended December 1, 2012, the market prices for unpasteurized liquid whole egg, unpasteurized liquid egg whites, and unpasteurized liquid egg yolk were up 15.5%, 5.1%, and 37.1%, respectively, compared to the same twenty-six week period last year.

On a comparable basis, excluding the Acquisitions, net sales for the twenty-six week period ended December 1, 2012 were $579.8 million, an increase of $45.6 million, or 8.5%, as compared to net sales of $534.2 million for the twenty-six week period ended November 26, 2011. Dozens sold for the current twenty-six week period, excluding the Acquisitions, were 430.4 million, compared to 426.2 million for the same twenty-six week period in fiscal 2012, an increase of 4.2 million, or 1.0%.

The table below represents an analysis of our non-specialty and specialty shell egg sales. Following the table is a discussion of the information presented in the table.

                                                                    13 Weeks Ended                                26 Weeks Ended
(Amounts in thousands)                                 December 1, 2012       November 26, 2011      December 1, 2012       November 26, 2011
Total net sales                                        $         328,870     $           290,369     $         601,798     $           534,211

Non-specialty shell egg sales                          $         242,335     $           214,127     $         440,834     $           391,466
Specialty shell egg sales                                         72,514                  63,235               134,002                 118,342
Other                                                              1,146                   1,145                 2,304                   2,333
Net shell egg sales                                    $         315,995     $           278,507     $         577,140     $           512,141

Net shell egg sales as a percent  of total net sales                  96 %                    96 %                  96 %                    96 %

Non-specialty shell egg dozens sold                              199,130                 182,542               375,402                 357,980
Specialty shell egg dozens sold                                   38,934                  35,590                72,723                  68,248
Total dozens sold                                                238,064                 218,132               448,125                 426,228

Our non-specialty shell eggs include all shell egg sales not specifically identified as specialty shell egg sales. The non-specialty shell egg market is characterized by an inelasticity of demand, and small increases in production or decreases in demand can have a large adverse effect on prices and vice-versa. For the thirteen-week period ended December 1, 2012, non-specialty shell eggs represented approximately 76.7% of our shell egg dollar sales as compared to 76.9% for the thirteen-week period ended November 26, 2011. For the thirteen-week period ended December 1, 2012, non-specialty shell eggs accounted for approximately 83.6% of the total shell egg dozen volume as compared to 83.7% for the thirteen-week period ended November 26, 2011.

For the twenty-six week period ended December 1, 2012, non-specialty shell eggs represented approximately 76.4% of our shell egg dollar sales as compared to 76.4% for the twenty-six week period ended November 26, 2011. For the twenty-six week period ended December 1, 2012, non-specialty shell eggs accounted for approximately 83.8% of the total shell egg dozen volumes as compared to 84.0% for the twenty-six week period ended November 26, 2011.

We continue to increase our sales volume of specialty eggs, which include nutritionally enhanced, cage free, and organic eggs. Specialty egg retail prices are less cyclical than standard shell egg prices and are generally higher due to consumer willingness to pay for the increased benefits from these products. For the thirteen-week period ended December 1, 2012, specialty shell eggs represented approximately 22.9% of our shell egg dollar sales as compared to 22.7% for the thirteen-week period ended November 26, 2011. For the thirteen-week period ended December 1, 2012, specialty shell eggs accounted for approximately 16.4% of the total shell egg dozen volume as compared to 16.3% for the thirteen-week period ended November 26, 2011.

For the twenty-six week period ended December 1, 2012, specialty shell eggs represented approximately 23.2% of our shell egg dollar sales, as compared to 23.1% for the twenty-six week period ended November 26, 2011. For the twenty-six week period ended December 1, 2012, specialty shell eggs accounted for approximately 16.2% of the total shell egg dozen volumes, as compared to 16.0% for the twenty-six week period ended November 26, 2011.

The shell egg sales classified as "Other" represent sales of hard cooked eggs, hatching eggs, and/or baby chicks, which are included with our shell egg operations. For the thirteen-week periods ended December 1, 2012 and November 26, 2011, shell egg sales classified as "Other" represented approximately 0.4% of shell egg dollar sales.

COST OF SALES

Cost of sales consists of costs directly related to production, 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.

                                                               13 Weeks Ended                                26 Weeks Ended
(Amounts in thousands)                            December 1, 2012       November 26, 2011      December 1, 2012       November 26, 2011
Cost of Sales:
Farm production                                   $         144,841     $           122,798     $         263,090     $           242,903
Processing and packaging                                     34,173                  30,202                64,105                  58,410
Outside egg purchases and other                              89,970                  67,360               162,623                 122,050
Total shell eggs                                            268,984                 220,360               489,818                 423,363
Egg products                                                  8,440                   8,326                15,178                  15,200
Other                                                           148                     191                   789                     370
Total                                             $         277,572     $           228,877     $         505,785     $           438,933

Farm production cost (cost per dozen produced)
Feed                                              $            0.57     $              0.47     $            0.55     $              0.47
Other                                                          0.24                    0.24                  0.24                    0.24
Total                                             $            0.81     $              0.70     $            0.79     $              0.71

Outside egg purchases (average cost per dozen)    $            1.32     $              1.25     $            1.29     $              1.18

Dozen Produced                                              179,849                 166,233               337,751                 325,677
Dozen Sold                                                  238,064                 218,132               448,125                 426,228

Cost of sales for the second quarter of fiscal 2013 was $277.6 million, an increase of $48.7 million, or 21.3%, as compared to cost of sales of $228.9 million for the second quarter of fiscal 2012. The primary reasons for this increase are increases in feed costs, increases in the cost of egg purchases from outside egg producers, and the Acquisitions. Feed cost per dozen for the fiscal 2013 second quarter was $ 0.574, compared to $0.465 per dozen for the comparable fiscal 2012 second quarter, an increase of 23.4%. Egg purchases from outside egg producers were higher due to higher average Urner Barry quoted prices for eggs during the quarter. The increase in feed costs and costs for outside egg purchases exceeded the increased average customer selling price, which resulted in a decrease of gross profit from 21.2% of net sales for the quarter ended November 26, 2011 to 15.6% of net sales for the current quarter ended December 1, 2012.

On a comparable bases, excluding the Acquisitions, cost of sales for the current thirteen-week period were $260.3 million, an increase of $31.4 million, or 13.7%, as compared to cost of sales of $228.9 million for the same thirteen-week period in fiscal year 2012.

For the twenty-six week period ended December 1, 2012, total cost of sales was $505.8 million, an increase of $66.9 million, or 15.2%, as compared to cost of sales of $438.9 million for the twenty-six week period ended November 26, 2011. This increase is due primarily to higher costs of feed ingredients and costs of shell eggs purchased from outside producers. Feed cost for the current twenty-six week period was $0.547 per dozen, compared to $0.474 per dozen for the twenty-six week period ended November 26, 2011, an increase of 15.4%. Our gross profit decreased from 17.8% of net sales for the twenty-six week period ended November 26, 2011 to 16.0% of net sales for the twenty-six week period ended December 1, 2012.

On a comparable basis, excluding the Acquisitions, cost of sales for the twenty-six week period ended December 1, 2012 was $486.6 million, an increase of $47.7 million, or 10.9%, as compared to cost of sales of $438.9 million for the twenty-six week period ended November 26, 2011.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES



The following table presents an analysis of our selling, general, and
administrative expenses.



                                                                             13 Weeks Ended
                                    Actual           Less: Acquisitions             Net
(Amounts in thousands)         December 1, 2012       December 1, 2012        December 1, 2012       November 26, 2011          Change
Stock compensation expense    $              181     $                 0     $              181     $               384     $         (203 )
Specialty egg expense                      9,394                     119                  9,275                   8,652                623
Payroll and overhead                       5,876                     441                  5,435                   4,560                875
Other expenses                             6,191                     592                  5,599                   3,963              1,636
Delivery expense                           9,290                     461                  8,829                   8,260                569
Total                         $           30,932     $             1,613     $           29,319     $            25,819     $        3,500

Selling, general, and administrative expenses include costs of marketing, distribution, accounting, and corporate overhead. Selling, general, and administrative expense for the thirteen-week period ended December 1, 2012 was $30.9 million, an increase of $5.1 million, or 19.8%, as compared to $25.8 million for the thirteen-week period ended November 26, 2011. Excluding the Acquisitions, selling, general, and administrative expense for the second quarter of fiscal 2013 was $29.3 million, an increase of $3.5 million, or 13.6%, as compared to $25.8 million for the same quarter in fiscal 2012. Stock compensation expense is dependent on the closing price of the Company's stock. Our stock compensation arrangements classified as equity awards have been fully amortized. For our stock compensation arrangements classified as liability awards, we recognize increases or decreases in the value of such awards as increases or decreases, respectively, to stock compensation expense. The increase in specialty egg expense is attributable to the increase in the dozens of specialty eggs sold this year as compared to last fiscal year and additional promotional expenses. Payroll and overhead increased as compared to the same period of the prior year due to a small increase in headcount as well as increases in accruals for overhead. As a percentage of net sales, payroll and overhead for the current thirteen-week period is 1.8% as compared to 1.6% for the same thirteen-week period of the prior year. Other expenses, which include expenses for repairs, professional fees, and insurance, had a net increase from the same period of the prior year due to increased professional fees related to ongoing litigation, insurance, and bad debt expense. Delivery expense increased due to increased costs paid for the use of outside trucking companies. As a percent of net sales, selling, general, and administrative expense increased from 8.9% for the thirteen-week period ended November 26, 2011 to 9.4% for the thirteen-week period ended December 1, 2012.

                                                                 26 Weeks Ended
                             Actual           Less: Acquisitions             Net
(Amounts in                                                                                  November 26,
thousands)              December 1, 2012       December 1, 2012        December 1, 2012          2011            Change
Stock compensation
expense                $              345     $                 0     $              345     $         217     $       128
Specialty egg
expense                            17,667                     125                 17,542            16,788             754
Payroll and overhead               11,826                     497                 11,329            10,775             554
Other expenses                     12,054                     638                 11,416             9,101           2,315
Delivery expense                   18,158                     496                 17,662            16,767             895
Total                  $           60,050     $             1,756     $           58,294     $      53,648     $     4,646

For the twenty-six weeks ended December 1, 2012, selling, general, and administrative expense was $60.1 million, an increase of $6.5 million, or 12.1%, as compared to $53.6 million for the same period in fiscal 2012. Excluding the Acquisitions, selling, general, and administrative expense for the twenty-six weeks ended December 1 2012 was $58.3 million, an increase of $4.6 million, or 8.6%, as compared to the twenty-six week period ended November 26, 2011. Stock compensation expense is dependent on the closing price of the Company's stock. Our stock compensation arrangements classified as equity awards have been fully amortized. For our stock compensation arrangements classified as liability awards, we recognize increases or decreases in the value of such awards as increases or decreases, respectively, to stock compensation expense. The increase in specialty egg expense is attributable to the increase in the dozens of specialty eggs sold this year as compared to last fiscal year and additional promotional expenses. Payroll and overhead increased marginally for reasons similar to those mentioned in the aforementioned paragraph. As a percentage of net sales, payroll and overhead remained constant at 2.0% for both the current twenty-six week period and the same twenty-six week period of the prior year. Other expenses, which include expenses for repairs, professional fees, and . . .