What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-12-28 compared with 2022-09-27 · 592 added, 381 removed, 283 unchanged (77% of the section changed)

31 unchanged sentences

disease, pests,

countries that

2022, (iii) changes in the

demand for and market prices of

shell eggs and feed costs, (iv)

our ability to predict and meet

flocks or businesses and risks or

changes that may cause conditions to

completing a pending acquisition not to be

met, (vi) risks

generally have been

exacerbated by Russia’s

invasion of Ukraine

starting February 2022,

(vii) our ability

forward-looking

assumptions on

product recall),

States (“U.S.”),

other countries

first detected

in commercial

2022, (iii) changes

in the demand

for and market

prices of shell

eggs and feed

costs, (iv) our

ability to predict

acquisition of new

flocks or businesses and

risks or changes

that may cause

conditions to completing

a pending acquisition

inflation and interest rates, which generally have been exacerbated

by Russia’s invasion of Ukraine starting

February 2022, (vii)

existing customers,

customers and

adverse results

litigation matters.

are cautioned

forward-looking statements

are reasonable,

assurance that

these forward-

because, while

forward-looking

forward-looking statements

forward-looking statements included

the respective

dates thereof,

date is stated,

as of the date

otherwise required

intent or obligation

3 unchanged sentences

new information, future

largest producer

and distributor

United States

Our total flock

of approximately

approximately

million pullets

is the largest

our shell eggs

customers, including

regional grocery

store chains,

companies servicing

independent supermarkets

the U.S., food

service distributors, and

egg product consumers

in states across

the southwestern, southeastern,

mid-western and

mid-Atlantic regions of the U.S.

national and regional

grocery store chains,

club stores, companies

servicing independent supermarkets

in the U.S., food

distributors, and

states across

the southwestern,

southeastern, mid-western

and mid-Atlantic

pricing mechanisms

11 unchanged sentences

future purchases

part of these contracts,

we may lock-in

the basis portion of

our grain purchases

several months in

Furthermore, due

we do not enter

into long-term contracts

beyond a year

to purchase corn and

soybean meal or hedge

the applicable

futures price.

transaction in

delivery period

limited supply

purchase organic

ingredients in

advance to help ensure supply.

Ordinarily, we do

not enter into long-term contracts beyond a year to purchase

corn and soybean

transportation

agricultural,

energy and trade policies in the U.S.

agricultural, energy and trade policies in the U.S.

and internationally

13 unchanged sentences

provider of quality food choices.

also focused on additional ways

to enhance its product mix

and support new opportunities in the

restaurant, institutional

and industrial food

products arena.

October 4, 2021, Cal-Maine

Foods announced a

strategic investment of $18.5

(“MeadowCreek”),

focused on offering

hard-cooked eggs.

Foods serves as the preferred

provider of specialty and

conventional eggs for

million investment

the Company’s

controlling interest

additional equipment

capital needs

support growth opportunities for

As demand for

hard-cooked eggs continues to grow,

the funds will be used for

MeadowCreek’s

operational by or before March 2023.

shell egg customers in 13 western states.

ProEgg is a producer-owned

cooperative organized under the Capper-Volstead

Cal-Maine Foods’

customer relationships

point in the future, it is anticipated

that each producer member will sell

through ProEgg the shell eggs

it produces for sale in the

ProEgg would have a dedicated team to market and sell the members’ combined

egg production in the region.

The Company’s

top priority in joining

as a member of

ProEgg is serving

our valued customers in

this important market

participation

our customers

long-term interests.

This consideration

phase of membership, and we expect this process to be completed on

or before the end of our fiscal year 2023.

eggs fluctuate

9 unchanged sentences

volumes and net

income (and may incur

net losses) in our

income (and may

incur net losses) in

August/September

2 unchanged sentences

necessarily meaningful comparisons.

or contracted

first detected

in commercial

Outbreaks in commercial flocks in the U.S.

have most recently

occurred during each month from September to December

surpassed the

prior 2014-2015

Disease Control

been no positive tests for HPAI

at any Cal-Maine Foods’ owned or contracted production

facility as of December 28, 2022.

USDA division

Health Inspection

Service (“APHIS”)

that approximately

respectively.

calendar year

Market Analytics,

layer hen inventory is not projected to exceed the 320 million mark until October

approximately

43.3 million commercial

layer hens and 1.0

million pullets have been

depopulated due to HPAI

outbreak will

continue to exert

downward pressure

on the overall

supply of eggs,

and the duration

of those effects

in part on the timing of replenishment of the U.S.

Prior to the outbreak of HPAI

in February 2022, the layer hen

approximately

Market Analytics report dated December

8, 2022, the layer hen inventory

is not projected to exceed this 328 million

5.8% compared

reported that

from July 2022 through November 2022 increased 5.8% as compared

with the prior-year period.

we have implemented

15 unchanged sentences

to judicial challenge,

Supreme Court

recently announced

case challenging

that requires the sale of only

cage-free eggs in that state.

have already affected and,

if upheld, will continue to affect

eggs (conventional

as specialty)

and in October 2022 the Supreme Court of the U.S.

heard oral arguments

in a case challenging California’s

law that requires the

cage-free eggs in

decision in that

case is expected

These laws have

already affected

(conventional

for cage-free

production could

current supply,

would increase

cage-free production

is constructed.

Likewise, the

national supply

from conventional

consumer demand

which would decrease the price of conventional eggs.

capacity is constructed.

Likewise, the national

conventional production

could exceed consumer demand which would decrease the prices

of conventional eggs.

A significant number

of our customers

have previously announced

have previously announce

goals to offer

14 unchanged sentences

to accurately predict

their announced

eggs represented

approximately

first quarter

have invested

significant capital

cage-free facilities, and

we expect our focus

for future expansion will

continue to include cage-free

customers with a variety of egg choices and to address hunger in our

construct cage-free

facilities, and

expansion will

include cage-free

customers with a variety of egg choices and to address hunger in our communities.

Strategy” and

3 unchanged sentences

EXECUTIVE OVERVIEW

For the first quarter of fiscal

2023, we recorded a gross profit of

$217.5 million compared to $6.6 million

for the same period of

offset by the increased

cost of feed ingredients

and processing, packaging

and warehouse costs.

total dozens sold increased

8.1% to 275.3

due primarily

prices, partially

ingredients and processing, packaging and warehouse costs.

average selling

the prior-year

specialty egg

per dozen were $2.370 compared to $1.898 for

the prior-year period.

Conventional egg prices increased in

the second quarter of

discussion under the

heading “HPAI”

average price for the

UB southeast large

index for the second

fiscal 2023 increased 154.8% from the comparable period

in the prior year, reaching near-record

Conventional egg prices

historically.

formulas that adjust periodically and take into account,

in varying ways, independently quoted regional wholesale

market prices

for shell eggs

or formulas related

of production.

of our specialty

eggs are typically

sold at prices

terms negotiated directly

with customers and

therefore do not

fluctuate as much

as conventional pricing.

For information about

historical shell egg prices, see Part I Item I of our 2022 Annual Report.

Our total dozens

sold increased 5.4% to

284.1 million dozen shell

first quarter of

fiscal 2023 compared

to 254.6 million

dozen for the

of fiscal 2022.

For the first

quarter of fiscal 2023, conventional

dozens sold decreased 2.3% and specialty

dozens sold increased

eggs for the second

quarter of fiscal 2023

compared to 269.6

specialty eggs

the same prior

year period due

primarily to the

higher prices for

conventional eggs.

demand for specialty

eggs continued

Massachusetts

placed more of our cage-free facilities into production and better utilized

our existing cage-free production capacity.

southeast large

increased 133.8%

comparable period

selling price

prior-year period.

hen numbers reported

as of September

21, 2022, were

305.3 million, which

4.6% compared

also reported

incubators were up 9.0% year-over-year,

indicating that layer flocks may increase in the future.

retailers continued

products and cage-free legislation went into full effect in California

and Massachusetts on January 1, 2022.

production costs

increased 22.0%,

first quarter of fiscal 2022

This increase was primarily

due to increased prices for

feed ingredients and a higher

basis in corn in

the second quarter

of fiscal 2022.

This increase was

primarily due to

increased prices for

feed ingredients and

a higher basis

our production

first quarter

average Chicago

Trade (“CBOT”)

respectively, compared

to the average daily CBOT prices for the comparable period in the prior

(“CBOT”) daily

meal, representing

25.5%, respectively,

compared to the average

daily CBOT prices

for the comparable

period in the prior

For information about

historical corn and soybean meal prices, see Part I Item I of our 2022 Annual Report.

Operations expressed as a percentage of net sales.

Thirteen Weeks

August 27, 2022

August 28, 2021

Twenty-six Weeks

Cost of sales

6 unchanged sentences

Net income (loss)

net sales for

the first quarter

of fiscal 2023

were a record

$658.3 million

compared to $325.0

million for the

of fiscal 2022.

represented 95.8%

first quarters

2022, respectively.

period of fiscal 2022.

Net shell egg sales represented

96.5% and 97.0% of total net sales

for the second quarters of fiscal

2023 and 2022, respectively.

Shell egg sales classified

4 unchanged sentences

shell egg operations.

comparable period of fiscal 2022.

November 27, 2021, respectively.

The table below presents an analysis of our conventional and specialty shell egg

1 unchanged sentence

Thirteen Weeks

August 27, 2022

August 28, 2021

Twenty-six Weeks

November 26, 2022

November 27, 2021

November 26, 2022

November 27, 2021

Total net sales

1 unchanged sentence

Net shell egg sales

Net shell egg sales as a percent of total net sales

Net shell egg sales as a

percent of total net sales

Total dozens sold

Net average selling price per dozen:

Net average selling price

All shell eggs

1 unchanged sentence

Egg products net sales

Net average selling price per pound

Net average selling price

Shell egg net sales

First Quarter – Fiscal 2023

first quarter

$243.6 million,

Second Quarter – Fiscal 2023

second quarter

of fiscal 2022,

primarily due

to the increase

for conventional shell

eggs, slightly

of conventional

million increase

change in volume resulted in a $4.8 million decrease in net sales, respectively.

Conventional egg prices increased in the second

quarter of fiscal 2023

primarily due to decreased supply caused by

consumer demand).

As a result of

the independently quoted

wholesale market prices

for conventional

eggs reaching near-record

average selling

price for conventional

eggs exceeded

the average selling

price for specialty

second quarter

historically.

generally respond

conditions as

conventional shell

partially offset

by a decrease

conventional eggs sold.

Changes in price

independently

conventional pricing.

million increase in net sales.

selling price of

specialty eggs increased

in response to

rising feed and

other input costs

market conditions due to HPAI.

Demand for specialty eggs

increased as conventional egg prices

Our sales volume

benefited as we produced 11%

more specialty

prior-year period,

free production capacity

and better utilization of that capacity.

47.4% in the second quarter of fiscal 2023 as compared to the second

quarter of fiscal 2022.

Twenty-six weeks –

Fiscal 2023 vs.

slightly offset

by the decrease

in the volume

of conventional eggs

resulted in a

$573.2 million

increase and the

change in volume

resulted in a $4.1 million decrease in net sales, respectively.

prices for conventional eggs

were positively impacted by

a better alignment of the

size of the conventional

production layer

egg prices further

quarter of fiscal 2023 primarily due to decreased supply caused by the HPAI

outbreak, discussed above.

independently

quoted regional

not fluctuate

as conventional

independently

whole markets

average selling price for specialty eggs in the first quarter of fiscal 2023.

Specialty egg sales increased $68.4 million, or

51.6%, in the first quarter of fiscal 2023

compared to the first quarter of

primarily due

35.1% increase

specialty eggs

increase and the change in volume resulted in a $9.0 million decrease in net

sales, respectively.

Specialty egg sales

increased $149.2 million,

or 53.4%, for the

twenty-six weeks ended

November 26, 2022 compared

resulted in a

$82.1 million increase

and changes in

specialty egg price resulted

in a $67.3 million

increase in net sales,

pasture-raised

positively impacted

higher conventional

Massachusetts’s

free mandates going into effect January 1, 2022, as well as more

retailers shifting to selling more cage-free products.

existing cage-free production capacity.

Cage-free egg sales for the first

quarter of fiscal 2023 represented 19.4%

total net shell egg

sales versus 22.1%

for the same prior

year period due

the higher conventional

dozens sold increased 58% in the first of quarter of fiscal 2023 as compared

to the first quarter of fiscal 2022.

respectively.

Egg products net sales

First Quarter – Fiscal 2023

Second Quarter – Fiscal 2023

increased $16.7

primarily due

2 unchanged sentences

million positive

Our egg products

net average selling

price increased in

the first quarter

of fiscal 2023,

compared to the

first quarter of

fiscal 2022 as the supply decreased due to the HPAI

that started in February 2022.

Twenty-six weeks –

Fiscal 2023 vs.

increased $34.9

168.2%, primarily

selling price

increase compared

to the first twenty-six weeks of fiscal 2022, which had a $34.3 million

positive impact on net sales.

products net average

selling price increased

in the twenty-six

2022, compared

outbreak that started in February 2022.

believe 13.4 million of

breaking facilities in Iowa and Ohio.

COST OF SALES

million compared

sales consists

10 unchanged sentences

Thirteen Weeks

August 27, 2022

August 28, 2021

Twenty-six Weeks

Cost of Sales:

Farm production

Processing, packaging, and warehouse

Egg purchases and other (including change in inventory)

Processing, packaging,

and warehouse

Egg purchases and other

(including change in

Total shell eggs

Farm production costs (per dozen produced)

Outside egg purchases (average cost per dozen)

Farm production costs

(per dozen produced)

Outside egg purchases

(average cost per dozen)

Dozens produced

1 unchanged sentence

Farm Production

First Quarter – Fiscal 2023

Feed costs per dozen produced

increased 22.4% in the first quarter

of fiscal 2023

compared to the first quarter of fiscal

Second Quarter – Fiscal 2023

Feed costs per dozen

produced increased 29.5% in

the second quarter of fiscal

2023 compared to the

second quarter of

This increase was primarily due to increased prices for corn, our primary

feed ingredient.

first quarter

second quarter

average daily

Chicago Board

(“CBOT”) market

meal representing

25.5%, respectively,

compared to the average daily CBOT prices for the first quarter of fiscal 202

corn and soybean

remained tight

relative to demand

fiscal 2023 as

evidenced by a

weather-related

CBOT prices for the second quarter of fiscal 2022.

production costs

increased due

flock amortization,

primarily from

prices discussed

increased our amortization expense.

Twenty-six weeks –

Fiscal 2023 vs.

produced increased

the twenty-six

2022 compared

same period of fiscal 2021, primarily due to higher feed ingredient prices.

production costs

increased due

flock amortization,

primarily from

prices discussed

increased our amortization expense.

stock-to-use ratio

weather-related shortfalls

in production

ongoing disruptions

Russia-Ukraine

significantly

continued corn and soybean upward pricing pressures and further market

volatility to affect feed costs.

export markets

Additionally,

significantly higher

of operations

fiscal quarter,

Processing, packaging, and warehouse

First Quarter – Fiscal 2023

Cost of packaging materials increased 16.1% compared to the first quarter of

fiscal 2022 due to rising inflation.

Second Quarter – Fiscal 2023

Cost of packaging

materials increased 38.3

compared to the

second quarter of

due to rising

inflation and

Labor costs increased 49.2%

due to wage increases and increased use of contract labor in response to labor shortages

Dozens processed increased 8.6% compared to the first quarter of fiscal 2022,

which resulted in a $2.2 million increase

increase in costs.

Twenty-six weeks –

Fiscal 2023 vs.

rising inflation and labor costs.

increased 30.3%

wage increases

shortages, primarily

Dozens processed

increased 7.0%

twenty-six weeks

ended November

which resulted

$9.9 million increase in costs.

Egg purchases and other (including change in inventory)

First Quarter – Fiscal 2023

this category

partially offset

outside egg purchases, as our percentage of produced to sold increased

to 93.6% from 92.9%.

Gross profit for

the first quarter

of fiscal 2023

was $217.5 million

compared to $6.6

million for the

same period of

Second Quarter – Fiscal 2023

Costs in this

category increased

primarily due to

higher egg prices

an increase in

the volume of

purchases, causing the percentage of produced to sold to decrease to 92.0% from

Twenty-six weeks –

Fiscal 2023 vs.

Costs in this

category increased

primarily due to

higher egg prices

an increase in

the volume of

purchases, as our percentage of produced to sold decreased to 92.8% from 94.1%.

second quarter

$317.8 million

$43.7 million

primarily due

increased volume

partially offset by the increased cost of feed ingredients

and processing,

packaging and warehouse costs.

sold, partially offset by the increased cost of feed ingredients and

processing, packaging and warehouse costs.

twenty-six weeks

ended November

million compared

period of fiscal

of $484.9 million

was primarily due

to higher egg

prices as well as

the increased volume

specialty eggs sold, partially offset by the increased cost of feed ingredients

and processing, packaging and warehouse costs.

SELLING, GENERAL, AND ADMINISTRATIVE

3 unchanged sentences

Thirteen Weeks

August 27, 2022

August 28, 2021

November 26, 2022

November 27, 2021

Specialty egg expense

3 unchanged sentences

Other expenses

First Quarter – Fiscal 2023

Second Quarter – Fiscal 2023

Specialty egg expense

5 unchanged sentences

aligns with specialty

our specialty egg

expense decreased by

period of fiscal

specialty egg expense

only increased by

2.9%, primarily due

to increased sales

Eggland’s Best,

unconsolidated

These franchisees

responsible for

the franchise

fees, advertising

to other Eggland’s

(“EB”) franchisees, including

unconsolidated affiliates, Specialty

Eggs, LLC and Southwest Specialty

These franchisees were

responsible for the

franchise fees, advertising

and promotion costs associated

with those sales,

which resulted in reduced costs for us.

Delivery expense

The increased delivery expense is primarily due to the increase in contract trucking.

Payroll, taxes and benefits expense

based bonuses.

Other expense

The increase in other

expense is primarily due

to increased legal expenses

of approximately $2.6 million

in the second

quarter of fiscal 2023 compared to the second quarter of fiscal 2022.

Twenty-six Weeks

November 26, 2022

November 27, 2021

Specialty egg expense

Delivery expense

Payroll, taxes and benefits

Stock compensation expense

Other expenses

Twenty-six weeks –

Fiscal 2022 vs.

Specialty egg expense

Specialty egg

expense, which includes

franchise fees, advertising

and promotion

costs associated

sales, which resulted in reduced costs for us.

Also, the higher prices for

conventional eggs and the comparatively lower

prices for specialty eggs diminished

the need to promote specialty eggs;

as a result, EB temporarily reduced

franchise fees for certain specialty egg products to encourage continued production

of these products.

costs, generally

aligns with specialty

unconsolidated affiliates, Specialty

Eggs, LLC and Southwest Specialty

Additionally,

the higher prices for

comparatively

continued production of these products.

Delivery expense

2 unchanged sentences

Payroll, taxes and benefits expense

benefits expense

all employees

inflationary market.

performance-based bonuses and increased wages for all employees

due to the inflationary market.

Other expenses

The increase in other expense is primarily due to increased

legal expenses of approximately $3.5 million.

INCOME (LOSS)

For the first quarter of fiscal 2023,

we recorded operating income of $163.9 million

compared to operating loss of $39.7 million

for the same period of fiscal 2022.

million for the same period of fiscal 2022.

operating loss of $41.7 million for the same period of fiscal 2022.

OTHER INCOME (EXPENSE)

1 unchanged sentence

entities, and patronage income, among other items.

For the first quarter of fiscal

2023, we earned $1.1 million of interest

income compared to $290 thousand for

the same period of

For the second quarter of fiscal 2023,

we earned $2.1 million of interest income compared to $207 thousand

for the same period

of fiscal 2022.

The increase resulted

from significantly

higher investment balances.

The Company recorded

interest expense of

$143 thousand and $78 thousand for the second quarters ended November

26, 2022 and November 27, 2021, respectively.

twenty-six weeks

ended November

income compared

significantly

$148 thousand and $58 thousand for the first quarters

ended August 27, 2022 and August 28, 2021, respectively.

quarter ended

interest expense

$136 thousand

our acquisition

twenty-six weeks

ended November

2021, respectively.

quarter ended

million compared

for the same period of fiscal 2022.

Other, net for

the twenty-six weeks ended November

26, 2022, was income of $1.3

million compared to income of $7.0

acquisition in

remaining 50%

membership interest

remeasurement

first quarter

adjustment of our various marketing agreements.

second quarter

pre-tax income

$468 thousand

recorded income

which reflects

previously recognized research and development tax benefits.

2022, pre-tax

1 unchanged sentence

recorded income

which reflects

million which

effective tax

rate of 46.8%.

Excluding the

impact of discrete

items related to

recorded in the

in connection

benefit of $8.3

million in connection

River acquisition.

for the comparable period of fiscal 2022 was $7.6 million, which reflects an

adjusted effective tax rate of 22.4%.

Excluding the discrete

tax benefit, income

tax benefit for

the comparable period of fiscal 2022 was $8.2 million with an adjusted

effective tax rate of 24.6%.

Our effective tax

8 unchanged sentences

TO CAL-MAINE FOODS, INC.

attributable to Cal-Maine

the first quarter

ended August 27,

2022, was $125.3

million, or $2.58

basic and $2.57 per diluted

common share, compared to net

loss attributable to Cal-Maine

of $18.0 million

per basic and diluted common share for the same period of fiscal 2022.

million or $0.02 per basic and diluted common share for the same period of

attributable to

Cal-Maine Foods,

the twenty-six

$323.9 million,

diluted share,

diluted share

same period of fiscal 2022.

LIQUIDITY AND CAPITAL

2 unchanged sentences

million, compared

calculation of

working capital is

defined as current

assets less current liabilities.

Our current ratio

was 3.4 at August

27, 2022, compared with

3.6 at May 28, 2022.

The current ratio is calculated by dividing current

assets by current liabilities.

of working capital is defined as current assets less current

Our current ratio was 3.2 at November

26, 2022, compared

with 3.6 at May 28, 2022.

The current ratio is calculated by dividing

current assets by current liabilities.

Cash Flows from Operating Activities

activities for

the comparable

Other adjustments, net is primarily due to a $67.4 million balance for

income taxes payable as of August 27, 2022.

For the twenty-six weeks

ended November 26, 2022,

$344.8 million in net cash

was provided by operating

activities, compared

to $15.5 million

used by operating activities

for the comparable

period in fiscal 2022.

The increase in cash

flow from operating

compared to the prior-year period..

Cash Flows from Investing Activities

to invest in our facilities, with $27.7

million used to purchase property,

plant and equipment for the thirteen

remaining 50%

membership interest

$44.8 million,

cash acquired.

of investments

investments is

primarily due

increased cash

operating activities

maturities of

securities were

million for the comparable period in fiscal 2022.

weeks ended November

26, 2022, compared

to $28.6 million in

the same period of

Purchases of investments were

investments is primarily due to the increased cash provided by operating

activities noted above.

Cash Flows from Financing Activities

We paid dividends

of $36.7 million in the first quarter of fiscal 2023.

cash increased

$76.9 million

paid dividends of

$78.4 million for the

twenty-six weeks ended

November 26, 2022 compared

to no dividends for

increased $119.6

million since

2022, compared

to a decrease

million during

same period of fiscal 2022.

the same period of fiscal 2022.

Credit Facility

long-term debt

outstanding at

principal amount

$250 million with

November 26, 2022,

no amounts were

borrowed under

Credit Facility.

have $4.1 million in

outstanding standby letters of

credit, issued under our

Credit Facility for the benefit

insurance companies.

to Part II Item

Financial Statements, Note

have $4.1 million

in outstanding standby

letters of credit,

issued under our

Credit Facility for

the benefit of

certain insurance

Financial Statements,

Facility included

Annual Report for further information regarding our long-term debt.

our 2022 Annual Report for further information regarding our long-term

Material Cash Requirements

smooth transition toward

their announced commitment

timeline for cage-free

As previously

reported, during the

fiscal 2023, our

Board of Directors

approved another

capital project

to expand our

cage-free production

capabilities.

approximately

million cage-free hens and include remodels of all remaining pullet facilities.

completion is expected by year-end 2025.

The following table presents material construction projects approved

as of August 27, 2022 (in thousands):

smooth transition

announced timelines

for cage-free

The following

table presents

material construction

projects approved as of November 26, 2022 (in thousands):

Project(s) Type

Projected Cost

Spent as of August

Spent as of November

Projected Cost

5 unchanged sentences

current cash balances, investments, cash flows from operations, and Credit Facility will be sufficient

current capital needs for at least the next 12 months.

current cash needs for at least the next 12 months.

ISSUED/ADOPTED ACCOUNTING STANDARDS

12 unchanged sentences

DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risk during

the thirteen weeks ended August 27, 2022 from the

information provided in Item 7A.

Quantitative and Qualitative Disclosures

About Market Risk in our 2022 Annual Report.

There have been no material changes in our exposure to market risk during the

twenty-six weeks ended November 26, 2022

from the information provided in Part II Item 7A Quantitative and Qualitative

Disclosures About Market Risk in our 2022

Annual Report.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis