The following should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations included in Item 7 of
the Company's Annual Report on Form 10-K for its fiscal year ended October 31,
2021.

This Quarterly Report, and other periodic reports filed by the Company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other
written or oral statements made by it or on its behalf, may include
forward-looking statements within the meaning of the "Safe Harbor" provisions of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Exchange Act. These forward-looking statements are based on a number of
assumptions about future events and are subject to various risks, uncertainties
and other factors that may cause actual results to differ materially from the
views, beliefs and estimates expressed in such statements. These risks,
uncertainties and other factors include, but are not limited to, the risks
described in the "Risk Factors" sections of our latest 10-K and 10-Q reports,
and the following:

(1)Changes in the market price for the Company's finished products and feed grains, both of which may fluctuate substantially and exhibit cyclical characteristics typically associated with commodity markets.



(2)Changes in economic and business conditions, monetary and fiscal policies or
the amount of growth, stagnation or recession in the global or U.S. economies,
any of which may affect the value of inventories, the collectability of accounts
receivable or the financial integrity of customers, and the ability of the end
user or consumer to afford protein.

(3)Changes in the political or economic climate, trade policies, laws and
regulations or the domestic poultry industry of countries to which the Company
or other companies in the poultry industry ship product, and other changes that
might limit the Company's or the industry's access to foreign markets.

(4)Changes in laws, regulations, and other activities in government agencies and
similar organizations applicable to the Company and the poultry industry and
changes in laws, regulations and other activities in government agencies and
similar organizations related to food safety.

(5)Various inventory risks due to changes in market conditions, including, but
not limited to, the risk that net realizable values of live and processed
poultry inventories might be lower than the cost of such inventories, requiring
a downward adjustment to record the value of such inventories at the lower of
cost or net realizable value as required by generally accepted accounting
principles.

(6)Changes in and effects of competition, which is significant in all markets in
which the Company competes, and the effectiveness of marketing and advertising
programs. The Company competes with regional and national firms, some of which
have greater financial and marketing resources than the Company.

(7)Changes in accounting policies and practices adopted voluntarily by the Company or required to be adopted by accounting principles generally accepted in the United States.

(8)Disease outbreaks affecting the production, performance and/or marketability of the Company's poultry products, or the contamination of its products.

(9)Changes in the availability and cost of labor and growers.

(10)The loss of any of the Company's major customers.

(11)Inclement weather that could hurt Company flocks or otherwise adversely affect the Company's operations, or changes in global weather patterns that could affect the supply and price of feed grains.

(12)Failure to respond to changing consumer preferences and negative or competitive media campaigns.

(13)Failure to successfully and efficiently start up and run a new plant or integrate any business the Company might acquire.

(14)Unfavorable results from currently pending litigation and proceedings, or litigation and proceedings that could arise in the future.


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(15)Changes resulting from the COVID-19 pandemic, which could exacerbate any of
the risks described above, and could include: high absentee rates that have
prevented and may continue to prevent us from running some of our facilities at
full capacity, or could in the future cause facility closures; an inability of
our contract growers to manage their flocks; supply chain disruptions for feed
grains; further changes in customer orders due to shifting consumer patterns;
disruptions in logistics and the distribution chain for our products; liquidity
challenges; and a continued or worsening decline in global commercial activity,
among other unfavorable conditions.

(16)Risks relating to the Company's entry into a definitive agreement to be
acquired by a joint venture between Cargill, Incorporated ("Cargill") and
Continental Grain Company ("CGC"), including: the timing, receipt and terms and
conditions of any required governmental or regulatory approvals of the proposed
transaction and the related transactions involving affiliates of Cargill and CGC
that could reduce the anticipated benefits of or cause the parties to abandon
the proposed transaction; risks related to the satisfaction of the conditions to
closing the proposed transaction (including the failure to obtain necessary
regulatory approvals), and the related transactions involving affiliates of
Cargill and CGC, in the anticipated timeframe or at all; the risk that any
announcements relating to the proposed transaction could have adverse effects on
the market price of the Company's common stock; disruption from the proposed
transaction making it more difficult to maintain business and operational
relationships, including retaining and hiring key personnel and maintaining
relationships with the Company's customers, vendors and others with whom it does
business; the occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement entered into pursuant to
the proposed transaction or of the transactions involving affiliates of Cargill
and CGC; risks related to disruption of management's attention from the
Company's ongoing business operations due to the proposed transaction;
significant transaction costs; and the risk of litigation and/or regulatory
actions related to the proposed transaction or unfavorable results from
litigation and proceedings that could arise in the future.

Readers are cautioned not to place undue reliance on forward-looking statements
made by or on behalf of Sanderson Farms. Each such statement speaks only as of
the day it was made. The Company undertakes no obligation to update or to revise
any forward-looking statements. The factors described above cannot be controlled
by the Company. When used in this report, the words "believes," "estimates,"
"plans," "expects," "should," "outlook," and "anticipates" and similar
expressions as they relate to the Company or its management are intended to
identify forward-looking statements. Examples of forward-looking statements
include statements about management's beliefs about future growth plans,
earnings, production levels, capital expenditures, grain prices, global economic
conditions, supply and demand factors and other industry conditions.

GENERAL



The Company's poultry operations are fully, vertically-integrated through its
control of all functions relating to the production of its chicken products,
including hatching egg production, hatching, feed manufacturing, raising
chickens to marketable age ("grow-out"), processing and marketing. Consistent
with the poultry industry, the Company's profitability is substantially affected
by the market price for its finished products and feed grains, both of which may
fluctuate substantially and independently of each other, and exhibit cyclical
characteristics typically associated with commodity markets. Other costs,
excluding feed grains, related to the profitability of the Company's poultry
operations, including hatching egg production, hatching, growing, and processing
costs, are responsive to efficient cost containment programs and management
practices.

The Company believes that value-added products are subject to less price
volatility and generate higher, more consistent profit margin than whole
chickens ice-packed and shipped in bulk form. To reduce its exposure to market
cycles that have historically characterized commodity chicken market prices, the
Company has increasingly concentrated on the production and marketing of
value-added product lines with emphasis on product quality, customer service,
and brand recognition. However, the Company cannot eliminate its exposure to
fluctuations in commodity market prices for chicken since market prices for
value-added products also demonstrate cyclical characteristics typical of
commodity markets. The Company adds value to its poultry products by performing
one or more processing steps beyond the stage where the whole chicken is first
salable as a finished product, such as cutting, deboning, deep chilling,
packaging and labeling the product.

The Company also has a prepared chicken product line that includes approximately
55 institutional and consumer-packaged chicken items that it sells nationally,
primarily to distributors and food service establishments. A majority of the
prepared chicken items are made to the specifications of food service users.

COVID-19



The effects of the COVID-19 pandemic and the related governmental actions to
contain the spread of the novel coronavirus have materially affected our
business, including our labor force, revenues, expenses, production levels, and
senior management's time, among other things.
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In late February 2020, we formed a COVID-19 response team of senior managers,
including our CEO, President, and CFO, to coordinate our response to the
pandemic and manage and mitigate related risks. Additionally, our Board of
Directors has actively overseen our management of and response to the pandemic.
During the first few months of the pandemic, the Board met weekly to receive
updates and discuss our response with our executive leadership team. Today, the
Board continues to receive COVID-19-related updates as conditions warrant.

Our top priority throughout the crisis has been protecting the health, safety
and welfare of our employees. In consultation with infectious disease
specialists and epidemiologists, including an infectious disease expert who
toured our facilities, we implemented a number of steps and procedures to
promote health and safety in our operations. We continue to consult with experts
and update our protocols and procedures as the number of infections nationwide
and in the areas in which we operate fluctuates. Practices that remain in place
include, but are not limited to, the following:

•We have on-site medical clinics at each of our processing plants that are
staffed by third-party medical providers. The clinics provide telemedicine
services, flu and coronavirus tests, and flu and coronavirus vaccinations at no
cost to our employees.

•Any employee who becomes fully-vaccinated against COVID-19 receives a $1,000 bonus.



•In areas of our facilities where space allows, we have implemented social
distancing measures, and in areas where equipment configurations allow, we have
installed physical barriers between work stations. Additionally, we have
optimized ventilation throughout our facilities to mitigate the risk of exposure
to the virus.

•A third-party sanitation service provider performs an antiviral sanitation process as needed at our facilities, and we have increased the frequency of cleaning common areas and frequently touched surfaces.

•We continuously track COVID-19 positive cases and exposure within our workforce, and impose isolation or quarantine periods that vary based on individual circumstances.



The COVID-19 response team met daily throughout the first quarter of fiscal 2022
to coordinate our response to the threat of the new Omicron variant of the
virus, which significantly impacted all of the communities in which we operate.
As the number of active cases across our geographic footprint dropped
significantly during February 2022, the team transitioned to meeting on an as
needed basis.

In the second quarter and first six months of fiscal 2022, we incurred
approximately $3.1 million and $10.0 million, respectively, in costs directly
related to COVID-19. These included payroll expenses for employees who were
quarantined, vaccination bonuses, and items and services related to workplace
safety, including personal protective equipment, thermometers, barriers and
other social-distancing measures, professional cleaning, on-site medical
clinics, and additional nursing staff, among other things. By comparison, our
results for the second quarter and first six months of fiscal 2021 included
approximately $8.6 million and $20.1 million, respectively, in direct COVID-19
expenses.

EXECUTIVE OVERVIEW OF RESULTS



For the second quarter of fiscal 2022, we earned net income of $321.2 million,
or $14.39 per share, as compared to net income of $96.9 million, or $4.34 per
share, during the second quarter of fiscal 2021. The significant improvement in
our results during the second quarter of fiscal 2022 as compared to the second
quarter of fiscal 2021 is primarily attributable to an increase in the average
selling prices for our products of $0.3110 per pound sold, or 33.6%, partially
offset by an increase in feed costs per pound of broilers processed of $0.0449,
or 14.1%, as well as higher non-feed costs.

The increase in average selling prices for fresh and frozen chicken products
during the second quarter of fiscal 2022 versus the same quarter a year ago
reflects significantly higher realized prices for products from our plants that
process a larger bird primarily for food service customers and further
processors. These prices are determined by contractually negotiated formulas
based on published quotes for chicken products. The quoted market prices
typically move higher or lower based on the supply and demand dynamics of
chicken products sold into the food service market. The higher quoted market
prices during the quarter reflect significantly improved demand from food
service customers as consumers continue to become more comfortable dining away
from home given improving pandemic conditions, combined with a limited supply
and relatively elevated prices of competing proteins. This strong demand for
chicken has coincided with constraints on the supply side, including limited
capacity expansion in the industry due to labor shortages, supply chain
logistics, and elevated construction costs. In addition, the United States
Department of Agriculture ("USDA") reports low hatchability rates for hatching
eggs and well below average livability rates for broiler chickens. Finally,
while somewhat constrained by logistical challenges, export demand has improved
relative to a year ago, which has further strengthened domestic market prices
for chicken products.

Realized prices for products sold to retail grocery store customers were also
higher when compared to a year ago. These prices are typically negotiated on an
annual basis, use either a flat price or a pricing formula based on a regularly
quoted market price, and are fixed for one to three years. However, many of
these contracts include provisions that allow either party to
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request price adjustments during the term of the agreements to reflect material
changes in grain and other costs and other factors. While neither party is
required to adjust prices, we have been able to negotiate price increases during
the contract terms with many of our grocery store customers over the past few
quarters to reflect materially higher grain costs and continued strong consumer
demand for chicken at grocery stores. A portion of the price increases were
fully reflected in the first quarter of fiscal 2022, resulting in a 7.0%
increase in average realized prices for products sold to retail grocery store
customers when compared to the first quarter of fiscal 2021. A larger portion of
the negotiated price increases were effective either during January or February
2022 and were fully reflected in our second fiscal quarter of fiscal 2022,
resulting in a 13.1% increase in average realized selling prices when compared
to the second quarter of fiscal 2021 and a 7.7% increase when compared to the
first quarter of fiscal 2022. Although these price increases have significantly
improved our margins earned on products sold to retail grocery stores, such
margins continue to lag behind those earned on products sold to food service and
further processor customers, due in part to higher grain costs, as discussed
below. Finally, additional negotiated price increases became effective in April
or May 2022 or will become effective in June 2022 and will be reflected in our
results for our third fiscal quarter of 2022.

Demand for our products from our traditional export partners has improved from
levels we experienced during the early stages of the pandemic. We believe this
relative strength is the result of several factors, including the benefit of
higher crude oil prices to countries whose economies depend on oil, the value of
the United States dollar in relation to foreign currencies, and the lessening of
governmental restrictions related to COVID-19.

However, during December 2021, a highly pathogenic strain of avian influenza
("AI") was detected in North America and has since been detected in many wild
birds and commercial poultry flocks across the United States, including one of
our broiler flocks in North Carolina. AI was also detected in a commercial
pheasant flock in Texas, a state in which we operate. To date, no cases of AI
have been detected in commercial flocks in any other state in which we operate.
We have initiated our Crisis Management Response for Avian Influenza and are
taking appropriate and best practice steps to protect the health of our flocks.
China and Mexico, the top two countries by volume and value to which we export,
initially ban all product from any state where AI is detected in a commercial
flock. Mexico will subsequently initiate a process to coordinate with United
States officials to reduce the ban from a statewide level to a county level as
specified information regarding detection and remediation of AI is provided, and
that process has been completed for both Texas and North Carolina. It is China's
policy to leave the statewide import ban in place until ninety days following
the date that the United States government certifies the most recently affected
farm in the state has been cleaned and disinfected, which has not yet occurred
in either Texas or North Carolina. Barring any additional AI findings in Texas,
we estimate China's ban on product from Texas will be lifted during the latter
part of July 2022. Barring any additional AI findings in North Carolina, we
estimate China's ban on product from North Carolina will be lifted during
September 2022.

During fiscal 2021, we sold 444.1 million pounds of product to customers in
Mexico at a gross sales value of approximately $228.3 million, and we sold 91.8
million pounds of product to customers in China at a gross sales value of
approximately $121.7 million. Due to the brief duration of Mexico's ban on
imports from Texas and North Carolina and because our geographic footprint
allowed us to export product to Mexico from other states in which we operate,
Mexico's ban did not have a material effect on our results. The primary products
we export to China are chicken paws and wing tips. Because there are no material
domestic or export markets for these products other than China, we are forced to
render those products for significantly lower returns while our exports to China
from a particular state are banned. Based on actual market prices, we estimate
China's ban cost the Company $5.0 million, net of taxes, during the second
quarter of fiscal 2022, and we estimate the ban will continue to adversely
affect our results by approximately $0.8 million per week, net of taxes, as long
as the ban remains in effect.

Our higher average cost of goods sold during the second quarter of fiscal 2022
as compared to the same period a year ago reflects increases in both non-feed
related costs of goods sold, details of which are described in the "Results of
Operations" section below, and in feed costs per pound of chicken processed. The
average cash prices paid by the Company for grain were significantly higher
during the second quarter of fiscal 2022 as compared to the second quarter of
fiscal 2021, which contributed to an increase in feed costs in broiler flocks
processed. Russia's invasion of Ukraine makes it likely that Ukrainian farmers
will be unable or unwilling to plant a significant number of acres that would
normally be planted with corn and wheat, and sanctions imposed on Russia as a
result of the war are also limiting Russia's ability to export certain crop
inputs, such as fertilizer, to other parts of the world. Those uncertainties,
along with a slow start to the United States planting season due to cold, wet
weather, have caused volatility and rising prices for corn and soybean meal.
Additionally, final South American soybean crop production is expected to be
much lower than normal due to drought conditions experienced during most of the
growing season, which is adding further upward pressure to soybean meal prices.
Finally, the USDA's planting intentions report released on March 31, 2022,
estimated that United States farmers will plant 89.5 million acres of corn in
2022, a 4.2% decrease from the 93.4 million acres planted in 2021. This
reduction in acreage, coupled with already tight world corn stocks, has placed
further upward pressure on corn prices.
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The Company has priced very little of its grain needs past May 2022. Had we
priced our remaining fiscal 2022 needs at May 25, 2022 cash market prices quoted
on the Chicago Board of Trade, we estimate our costs of feed grains based on
fiscal 2021 volumes would be approximately $208.3 million higher during fiscal
2022 as compared to fiscal 2021. Based on our estimated production levels for
fiscal 2022, we estimate that higher grain costs, along with estimated basis
costs, would result in approximately $0.0372 per pound higher feed costs in
broiler flocks processed for fiscal 2022 as compared to fiscal 2021. These
numbers are estimates and are subject to change as we move through the balance
of the year and as grain prices and actual production levels fluctuate.

We processed 1.23 billion pounds of dressed poultry during the second fiscal
quarter of 2022, up 0.3% from the 1.22 billion pounds processed during the
second fiscal quarter of 2021. The slight increase in pounds processed resulted
from improved yields, partially offset by a slight reduction in the number of
head processed. Our average live weights of birds processed were relatively flat
during the two periods. We reduced production at our plants processing a larger
bird for food service customers at the onset of the pandemic in response to
reduced demand and labor and logistical challenges. As pandemic conditions have
continued to subside, we remain on a path to return to full production. We now
estimate we will process 1.28 billion pounds of dressed poultry during the third
quarter of fiscal 2022 and 1.30 billion pounds during the fourth quarter of
fiscal 2022. These are estimates, and actual results could change based on
weather, production decisions, bird weights and market conditions. Based on
actual production through the first half of fiscal 2022 and the estimates for
the second half, we estimated that we will produce 5.01 billion pounds of
dressed poultry during the year, which would represent a 3.2% increase compared
to the 4.86 billion pounds produced during fiscal 2021.

While demand for our retail grocery products and demand from our food service
distribution customers continues to be favorable, resulting in selling prices
for our products that are more than offsetting the higher prices we are paying
for feed grains and other costs, it is uncertain how long these conditions will
persist. How long current conditions will last will depend on many factors,
including:

•the extent to which resurgences in COVID-19 infections make people fearful of
dining out or cause state, local and foreign governments to extend or reimpose
stay-at-home restrictions, as well as varying restrictions on restaurants;

•the extent to which inflationary conditions affect the amount of disposable
income consumers have to spend on food and how consumers allocate their food
dollars;

•the persistence of supply constraints in the U.S. poultry industry, discussed above;

•with respect to our export sales, the condition of the oil market, the relative strength of foreign currencies against the U.S. dollar, the impact of avian influenza in the U.S., and political uncertainty that could affect trade relations with other countries, especially with China;

•the effect of the pandemic on our operations, including labor shortages we have experienced at various times throughout the pandemic and could continue to experience as a result of the pandemic;

•with respect to feed grain prices, the quality and quantity of the 2022 corn and soybean crops worldwide; and

•the duration and effect of the war in Ukraine and its impact on the agricultural and energy markets and geopolitical conditions.

RESULTS OF OPERATIONS



Net sales for the second quarter ended April 30, 2022 were $1,539.7 million as
compared to $1,133.9 million for the second quarter ended April 30, 2021, an
increase of $405.8 million, or 35.8%. Net sales of poultry products for the
second quarter ended April 30, 2022 and 2021, were $1,464.0 million and $1,087.2
million, respectively, an increase of $376.8 million, or 34.7%. The increase in
net sales of poultry products resulted from a 32.9% increase in the average
sales price of poultry products sold and a 1.4% increase in the pounds of
poultry products sold, each of which is primarily the result of improved demand
from food service customers and supply constraints, as discussed in the
Executive Overview above. During the second quarter of fiscal 2022, the Company
sold 1.22 billion pounds of poultry products, up from 1.20 billion pounds during
the second quarter of fiscal 2021.

Overall, quoted market prices for poultry products increased during the second
quarter of fiscal 2022 as compared to the same quarter of fiscal 2021. When
compared to the second quarter of fiscal 2021, Urner Barry average market prices
for boneless breast meat, boneless thigh meat and tenders increased by 85.2%,
58.6% and 47.5%, respectively, while Urner Barry average market prices for leg
quarters and jumbo wings decreased by 0.6% and 19.8%, respectively. Average
realized prices for chicken products sold to retail grocery store customers
increased by 13.1% during the second quarter of fiscal 2022 as compared to the
same period of fiscal 2021, and retail grocery store demand remains strong.
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Net sales of prepared chicken products for the quarters ended April 30, 2022 and
2021 were $75.7 million and $46.6 million, respectively, an increase of 62.3%.
This increase is primarily attributable to a 39.9% increase in the average sales
price of prepared chicken products sold and a 16.1% increase in the pounds of
prepared chicken products sold. The increase in pounds and sales price of
prepared chicken products was primarily the result of improved demand from our
food service customers. During the second quarter of fiscal 2022, the Company
sold 28.4 million pounds of prepared chicken products, up from 24.5
million pounds during the second quarter of fiscal 2021.

Net sales for the six months ended April 30, 2022 were $2,867.1 million as
compared to $2,043.2 million for the six months ended April 30, 2021, an
increase of $824.0 million, or 40.3%. Net sales of poultry products for the six
months ended April 30, 2022 and 2021 were $2,727.1 million and $1,957.5 million,
respectively, an increase of $769.6 million, or 39.3%. The increase in net sales
of poultry products resulted from a 36.2% increase in the average sales price of
poultry products sold and a 2.3% increase in the pounds of poultry products
sold. During the first six months of fiscal 2022, the Company sold 2,404.8
million pounds of poultry products, up from 2,350.6 million pounds during the
first six months of fiscal 2021. This increase in pounds of poultry products
sold is primarily the result of an increase of 1.9% in the number of head
processed.

Overall, quoted market prices for poultry products increased during the first
six months of fiscal 2022 as compared to the same period of fiscal 2021. When
compared to the first six months of fiscal 2021, Urner Barry average market
prices for boneless thigh meat, boneless breast meat, tenders and leg quarters
increased by 102.5%, 93.5%, 54.5% and 11.3%, respectively, while Urner Barry
average market prices for jumbo wings decreased by 0.2%. Average realized prices
for chicken products sold to retail grocery store customers increased by 10.1%
during the first six months of fiscal 2022 as compared to the same period of
fiscal 2021, and retail grocery store demand remains strong.

Net sales of prepared chicken products for the six months ended April 30, 2022
and 2021 were $140.1 million and $85.7 million, respectively, an increase of
63.4%. This increase is primarily attributable to a 26.4% increase in the
average sales price of prepared chicken products sold and a 29.2% increase in
the pounds of prepared chicken products sold. The increase in pounds and sales
price of prepared chicken products was primarily the result of improved demand
from our food service customers. During the first six months of fiscal 2022, the
Company sold 59.0 million pounds of prepared chicken products, up from
45.7 million pounds during the first six months of fiscal 2021.

Cost of sales for the second quarter of fiscal 2022 was $1,051.8 million as
compared to $941.9 million during the second quarter of fiscal 2021, an increase
of $109.9 million, or 11.7%. Cost of sales of poultry products during the second
quarter of fiscal 2022, as compared to the second quarter of fiscal 2021, was
$963.6 million and $893.1 million, respectively, which represents a 6.5%
increase in the average cost of sales per pound of poultry products. As
illustrated in the table below, which for comparative purposes includes poultry
products transferred to the Company's prepared chicken plant, the increase in
the cost of sales per pound of poultry products resulted from an increase in the
cost of feed per pound of broilers processed of $0.0449, or 14.1%, and a $0.0184
per pound increase, or 4.2%, in other costs of sales of poultry products.

                             Poultry Cost of Sales
                     (In thousands, except per pound data)
                                        Three Months Ended                     Three Months Ended
                                           April 30, 2022                         April 30, 2021                         Incr/(Decr)
Description                          Dollars             Per lb.            Dollars             Per lb.           Dollars           Per lb.
Beginning Inventory               $    42,912          $ 0.5488          $    30,596          $ 0.4985          $ 12,316          $ 0.0503
Feed in broilers processed            443,581            0.3631              388,976            0.3182            54,605            0.0449

All other cost of sales               556,400            0.4554              534,152            0.4370            22,248            0.0184

Less: Ending Inventory                 38,696            0.5681               41,645            0.5838            (2,949)          (0.0157)
Total poultry cost of sales       $ 1,004,197      (1) $ 0.8152          $   912,079      (1) $ 0.7523          $ 92,118          $ 0.0629

Pounds:
Beginning Inventory                    78,191                                 61,374

Poultry processed/other             1,221,815                              1,222,279
Poultry sold                        1,231,897      (1)                     1,212,315      (1)
Ending Inventory                       68,110                                 71,338

Note (1) - For comparative purposes, includes the costs and pounds of product sold to the Company's prepared chicken plant.



Other costs of sales of poultry products consists primarily of labor, packaging,
freight, maintenance and repairs, utilities, antimicrobial interventions,
contract grower pay, chick costs and certain fixed costs. Collectively, these
non-feed related costs of poultry products sold increased by $0.0184 per pound
processed, or 4.2%, during this year's second fiscal quarter compared to the
same quarter a year ago. The second quarter of fiscal 2022 includes a benefit of
approximately $4.2 million for insurance proceeds received as a result of the
winter storms of 2021. Conversely, the second quarter of fiscal 2021 includes
approximately
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$13.7 million in direct expenses incurred as a result of the winter storms.
Excluding the effects of the proceeds and expenses directly related to the
winter storms, other costs of sales of poultry products would have increased by
$0.0331 per pound processed, or 7.8%, primarily attributable to higher labor and
packaging costs in our processing facilities, higher freight costs incurred for
the delivery of finished product, and higher chick costs. COVID-19-related
expenses included in other costs of sales of poultry products during the second
quarter of fiscal 2022 total approximately $0.4 million. By comparison,
COVID-19-related expenses in other costs of sales of poultry products during the
second quarter of fiscal 2021 totaled $3.7 million.

Cost of sales of the Company's prepared chicken products during the second
quarter of fiscal 2022 were $88.3 million as compared to $48.8 million during
the same quarter a year ago, an increase of $39.5 million, or 80.9%. This
increase was attributable to a 16.1% increase in the pounds of prepared chicken
sold, resulting from improved customer demand, and significantly higher costs
for the fresh chicken purchased by the plant.

Cost of sales for the first six months of fiscal 2022 was $2,059.9 million as
compared to $1,781.3 million during the first six months of fiscal 2021, an
increase of $278.6 million, or 15.6%. Cost of sales of poultry products during
the first six months of fiscal 2022, as compared to the first six months of
fiscal 2021, was $1,892.4 million and $1,695.5 million, respectively, which
represents a 9.1% increase in the average cost of sales per pound of poultry
products. As illustrated in the table below, which for comparative purposes
includes poultry products sold to the Company's prepared chicken plant, the
increase in the cost of sales per pound of poultry products resulted from an
increase in the cost of feed per pound of broilers processed of $0.0544, or
18.7%, and a $0.0232 per pound, or 5.3%, increase in other costs of sales of
poultry products.

                             Poultry Cost of Sales
                     (In thousands, except per pound data)
                                         Six Months Ended                       Six Months Ended
                                           April 30, 2022                         April 30, 2021                         Incr/(Decr)
Description                          Dollars             Per lb.            Dollars             Per lb.           Dollars            Per lb.
Beginning Inventory               $    42,775          $ 0.5646          $    32,952          $ 0.4701          $   9,823          $ 0.0945
Feed in broilers processed            840,016            0.3459              692,023            0.2915            147,993            0.0544

All other cost of sales             1,122,253            0.4622            1,042,378            0.4390             79,875            0.0232

Less: Ending Inventory                 38,696            0.5681               41,645            0.5838             (2,949)          (0.0157)
Total poultry cost of sales       $ 1,966,348      (1) $ 0.8073          $ 1,725,708      (1) $ 0.7272          $ 240,640          $ 0.0801

Pounds:
Beginning Inventory                    75,757                                 70,103

Poultry processed/other             2,428,182                              2,374,195
Poultry sold                        2,435,830      (1)                     2,372,961      (1)
Ending Inventory                       68,110                                 71,338

Note (1) - For comparative purposes, includes the costs and pounds of product sold to the Company's prepared chicken plant.



Other costs of sales of poultry products consists primarily of labor, packaging,
freight, maintenance and repairs, utilities, antimicrobial interventions,
contract grower pay, chick costs and certain fixed costs. Collectively, these
non-feed related costs of poultry products sold increased by $0.0232 per pound
processed, or 5.3%, during the first six months of fiscal 2022, as compared to
the same period a year ago. The first half of fiscal 2022 includes a benefit of
approximately $7.4 million for insurance proceeds received as a result of the
winter storms of 2021. Conversely, the first half of fiscal 2021 includes
approximately $13.7 million in direct expenses incurred as a result of the
winter storms. Excluding the effects of the proceeds and expenses directly
related to the winter storms, other costs of sales of poultry products would
have increased by $0.0320 per pound processed, or 7.4%, primarily attributable
to higher labor and packaging costs in our processing facilities, higher freight
costs incurred for the delivery of finished product, and higher chick costs.
These increases were partially offset by lower COVID-19-related expenses
included in other costs of sales of poultry products, which totaled $2.0 million
during the first six months of fiscal 2022, as compared to $9.0 million during
the first six months of fiscal 2021.

Cost of sales of the Company's prepared chicken products during the first six
months of fiscal 2022 was $167.5 million as compared to $85.8 million during the
same period a year ago, an increase of $81.7 million, or 95.3%. This increase
was primarily attributable to a 29.2% increase in the pounds of prepared chicken
sold, resulting from improved customer demand, and significantly higher costs
for the fresh chicken purchased by the plant.

The Company recorded the value of live broiler inventories on hand at April 30,
2022 and October 31, 2021 at cost. In periods when the Company estimates that
the cost to grow live birds in inventory to a marketable age and then process
and distribute those birds will be lower in the aggregate than the anticipated
sales proceeds, the Company values the broiler inventories on hand at cost and
accumulates costs as the birds are grown to a marketable age subsequent to the
balance sheet
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date. In periods when the Company estimates those costs will be higher in the
aggregate than the anticipated sales proceeds, the Company will make an
adjustment to reduce the value of live birds in inventory to the net realizable
value. No such adjustment was required at April 30, 2022 or April 30, 2021.

Selling, general and administrative ("SG&A") costs during the second quarter of
fiscal 2022 were $66.4 million, an increase of $2.1 million compared to the
$64.2 million during the second quarter of fiscal 2021. SG&A costs during the
six months ended April 30, 2022 were $132.1 million, an increase of $11.3
million compared to the $120.8 million during the six months ended April 30,
2021. The following tables include the components of SG&A costs for the three
and six months ended April 30, 2022 and 2021.

                   Selling, General and Administrative Costs
                                 (in thousands)
                                               Three Months            Three Months
                                                  Ended                   Ended
                Description                    April 30, 2022          April 30, 2021          Increase/(Decrease)
Stock compensation expense                   $        8,245          $        2,776          $              5,469
Fees and expenses related to the pending
merger                                                4,748                       -                         4,748
Administrative salaries                              13,381                  12,806                           575
Legal expense                                         9,506                   9,137                           369
Sanderson Farms Championship expense                  2,207                   1,953                           254
Broker commissions                                    3,058                   3,302                          (244)
Trainee expense                                       2,532                   3,095                          (563)
Advertising expense                                   2,093                   2,787                          (694)
COVID-19-related expense                              2,708                   4,927                        (2,219)
ESOP expense                                              -                   6,500                        (6,500)
All other SG&A                                       17,904                  16,962                           942
Total SG&A                                   $       66,382          $       64,245          $              2,137



                   Selling, General and Administrative Costs
                                 (in thousands)
                                               Six Months Ended            

Six Months Ended


                Description                      April 30, 2022              April 30, 2021            Increase/(Decrease)
Stock compensation expense                   $           16,463          $            5,178          $             11,285
Fees and expenses related to the pending
merger                                                    5,528                           -                         5,528
Legal expense                                            20,979                      17,601                         3,378
Administrative salaries                                  26,280                      25,163                         1,117
Sanderson Farms Championship expense                      4,414                       3,903                           511
Broker commissions                                        6,529                       6,596                           (67)
Trainee expense                                           5,044                       6,081                        (1,037)
Advertising expense                                       4,220                       5,494                        (1,274)
COVID-19-related expense                                  7,875                      11,089                        (3,214)
ESOP expense                                                  -                       6,500                        (6,500)
All other SG&A                                           34,788                      33,239                         1,549
Total SG&A                                   $          132,120          $          120,844          $             11,276


Regarding both tables above, the increases in stock-based compensation expense
are primarily attributable to the timing of accruals related to the Company's
performance share agreements with key employees, as described in "Part I, Item
1, Note 5 - Stock Compensation Plans" of this Form 10-Q. The increases in
merger-related fees and expenses are the result of various expenses incurred to
date related to the Company's entry into a definitive agreement on August 8,
2021 to be acquired by a joint venture between Cargill, Incorporated and
Continental Grain Company (the "Merger Agreement"). The increases in legal
expense are primarily attributable to our ongoing defense of the litigation
described in "Part I, Item 1, Note 7 - Commitments and Contingencies" of this
Form 10-Q. The increases in all other SG&A expenses are primarily the result of
travel and entertainment expenses returning to a more normal level during fiscal
2022, as compared to fiscal 2021, when a substantial
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portion of business travel was halted due to the pandemic. The decreases in ESOP expense are due to the fact that we are unable to make an ESOP contribution during fiscal 2022 under the terms of the Merger Agreement.



The Company's operating income for the three and six months ended April 30, 2022
was $421.5 million and $675.1 million, respectively, as compared to operating
income for the three and six months ended April 30, 2021 of $127.7 million and
$141.1 million, respectively. The improvement in operating results for the
period ended April 30, 2022, as compared to the same period a year ago, resulted
primarily from significantly higher average selling prices, partially offset by
higher average costs of goods sold.

Interest expense during the second quarter and first half of fiscal 2022 was
$0.6 million and $1.1 million, respectively, as compared to $0.7 million and
$1.3 million, respectively, during the second quarter and first half of fiscal
2021.

The Company's estimated annual effective tax rates for the three and six months
ended April 30, 2022 were 23.7% and 23.8%, respectively, as compared to
estimated annual effective tax rates of 23.7% and 23.9%, respectively, for the
three and six months ended April 30, 2021. There were no significant discrete
items recognized during any of the comparative periods. The Company estimates
its effective tax rate for the full fiscal year 2022, exclusive of discrete
items, will be approximately 23.8%. As of April 30, 2022, the Company's deferred
income tax liability was $155.8 million as compared to $156.5 million at
October 31, 2021, a decrease of $0.8 million.

During the three and six months ended April 30, 2022, the Company's net income
was $321.2 million, or $14.39 per share, and $514.0 million, or $23.03 per
share, respectively. For the three and six months ended April 30, 2021, the
Company's net income was $96.9 million, or $4.34 per share, and $106.4 million,
or $4.76 per share, respectively. The increase in net income for the comparative
periods is primarily attributable to significantly higher average selling
prices, partially offset by higher average costs of goods sold. Details related
to each of the aforementioned drivers of the changes in net income have been
discussed above.

Liquidity and Capital Resources



The Company's working capital, calculated by subtracting current liabilities
from current assets, at April 30, 2022 was $1,303.5 million, and its current
ratio, calculated by dividing current assets by current liabilities, was 5.5 to
1. The Company's working capital and current ratio at October 31, 2021 were
$777.2 million and 3.5 to 1, respectively. These measures reflect the Company's
ability to meet its short-term obligations and are included here as a measure of
the Company's short-term market liquidity. The Company's principal sources of
liquidity during fiscal 2022 include cash on hand at October 31, 2021, cash
flows from operations, and funds available under the Company's revolving credit
facility. As described below, the Company is a party to a revolving credit
facility dated April 23, 2021, with a maximum available borrowing capacity of
$1.0 billion. As of April 30, 2022 and May 25, 2022, the Company had no
outstanding draws under the facility, and had approximately $29.1 million
outstanding in letters of credit, leaving $970.9 million of borrowing capacity
available under the facility. Management believes the Company has sufficient
liquidity available to meet its needs.

The Company's cash position at April 30, 2022 and October 31, 2021 consisted of
$829.1 million and $439.3 million, respectively, in cash and short-term cash
investments. The Company's ability to invest cash is limited by covenants in its
revolving credit agreement to short-term investments. All of the Company's cash
at April 30, 2022 and October 31, 2021 was held in bank accounts or
highly-liquid investment accounts. There were no restrictions on the Company's
access to its cash, and such cash was available to the Company on demand to fund
its operations.

Cash flows provided by operating activities during the six months ended
April 30, 2022 totaled $474.9 million, as compared to cash flows provided by
operating activities of $143.6 million during the six months ended April 30,
2021, an increase of $331.3 million. During the first six months of fiscal 2022,
the Company realized higher margins due to higher average selling prices,
partially offset by higher average costs of goods sold, as compared to the first
six months of fiscal 2021. This increase in cash flows was partially offset by
an increase in inventories, especially our live bird and feed inventories,
during the first six months of fiscal 2022. The increase in inventories is
primarily the result of significantly higher prices paid for corn and soybean
meal, our primary feed ingredients, during the first six months of fiscal 2022
as compared to the same period in fiscal 2021. Details related to the corn and
soy markets are discussed above in the Executive Overview of Results section.
The increase in cash flows between the two periods was further offset by
outflows for cash bonuses paid during December 2021. These bonus payments
totaled approximately $55.9 million, compared to no such payout during the first
six months of fiscal 2021.

Cash flows used in investing activities during the first six months of fiscal
2022 and 2021 were $72.9 million and $85.9 million, respectively. The Company's
capital expenditures during the first six months of fiscal 2022 were
approximately $73.1 million, and included approximately $13.9 million for
multiple large-scale equipment and building upgrades at multiple complexes and
approximately $2.1 million to purchase new vehicles that would have been leased
prior to fiscal 2020. Capital expenditures for the first six months of fiscal
2021 were $86.3 million, and included approximately $22.1 million for multiple
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large-scale equipment and building upgrades at multiple complexes, $6.6 million
to purchase new vehicles and $9.8 million on construction of a new hatchery in
Jones County, Mississippi.

Cash flows used in financing activities during the six months ended April 30,
2022 totaled $12.2 million, as compared to cash flows provided by financing
activities of $16.2 million during the six months ended April 30, 2021. The
change in cash flows from financing activities is primarily attributable to the
change in outstanding borrowings under the Company's revolving credit facility.
During the six months ended April 30, 2022, the Company's outstanding borrowings
remained unchanged, as compared to an increase in outstanding borrowings of
$30.0 million under the facility during the six months ended April 30, 2021.

As of May 13, 2022, the Company's fiscal 2022 capital budget is approximately
$221.4 million. The Company expects the 2022 capital budget to be funded by cash
on hand, internally generated working capital and cash flows from operations.
The fiscal 2022 capital budget includes an aggregate of approximately $68.2
million for multiple large-scale equipment and building upgrades at multiple
complexes and $20.3 million to purchase new vehicles that would have been leased
prior to fiscal 2020. Excluding the budgeted amounts for the items detailed
above, the fiscal 2022 capital budget is approximately $132.9 million. These
amounts are estimates and are subject to change as we move through the remainder
of fiscal 2022.

On October 2, 2020, the Company filed a shelf registration statement on Form S-3
to register for possible future sale shares of the Company's common and/or
preferred stock. An indeterminate amount of common stock and preferred stock may
be offered by the Company in amounts, at prices and on terms to be determined by
the board of directors if and when shares are issued. The registration statement
became automatically effective upon filing with the SEC on October 2, 2020.

The Company regularly evaluates both internal and external growth opportunities,
including acquisition opportunities and the possible construction of new
production assets, and conducts due diligence activities in connection with such
opportunities. The cost and terms of any financing to be raised in conjunction
with any growth opportunity, including the Company's ability to raise debt or
equity capital on terms and at costs satisfactory to the Company, and the effect
of such opportunities on the Company's balance sheet, are critical
considerations in any such evaluation. Covenants in the pending Merger Agreement
to which the Company is a party limit the Company's ability to pursue any
strategy outside the ordinary course of business.

Revolving Credit Facility



The Company is a party to a revolving credit facility dated April 23, 2021, with
a maximum available borrowing capacity of $1.0 billion. Under the credit
facility, the Company may not exceed a maximum debt-to-total capitalization
ratio of 50%. The Company has a one-time right, at any time during the term of
the agreement, to increase the maximum debt-to-total capitalization ratio then
in effect by five percentage points in connection with the construction of a new
poultry complex for the four fiscal quarters beginning on the first day of the
fiscal quarter during which the Company gives written notice of its intent to
exercise this right. The Company has not exercised this right. The facility also
sets a minimum net worth requirement that at April 30, 2022, was $1.5 billion.
The credit is unsecured and, unless extended, will expire on April 23, 2026. As
of April 30, 2022 and May 25, 2022, the Company had no outstanding draws under
the facility and had approximately $29.1 million outstanding in letters of
credit, leaving $970.9 million of borrowing capacity available under the
facility. For more information about the facility, see Item 1.01 of our Current
Report on Form 8-K filed April 28, 2021.

Critical Accounting Estimates



We consider accounting policies related to allowance for doubtful accounts,
inventories, long-lived assets, accrued self-insurance, performance share plans,
income taxes and contingencies to be critical accounting estimates. These
policies are summarized in Management's Discussion and Analysis of Financial
Condition and Results of Operations in our Annual Report on Form 10-K for the
year ended October 31, 2021.

New Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):
Simplifying the Accounting for Income Taxes, which is intended to simplify
various aspects related to accounting for income taxes. ASU 2019-12 removes
certain exceptions to the general principles in Accounting Standards
Codification 740 and also clarifies and amends existing guidance to improve
consistent application. This guidance is effective for annual periods, and
interim periods within those annual periods, beginning after December 15, 2020,
our fiscal 2022. We adopted this guidance during the first quarter of fiscal
2022, and adoption did not materially affect our consolidated financial
statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):
Facilitation of the Effects of Reference Rate Reform on Financial Reporting,
which provides optional expedients and exceptions for applying U.S. GAAP to
contract modifications and hedging relationships, subject to meeting certain
criteria, that reference LIBOR or another reference rate expected to be
discontinued. This guidance, which became effective on March 12, 2020, and can
be applied through
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December 31, 2022, has not affected our consolidated financial statements. We
have a revolving credit facility that references LIBOR, and we are assessing how
this standard may be applied to specific contract modifications through December
31, 2022.
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