What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-01-06 compared with 2021-10-07 · 162 added, 68 removed, 275 unchanged (46% of the section changed)

4 unchanged sentences

Thirteen Weeks Ended

Twenty-Six Weeks Ended

Cost of sales

13 unchanged sentences

Thirteen Weeks Ended

August 29, 2021

August 30, 2020

November 28, 2021

November 29, 2020

Other comprehensive income (loss):

2 unchanged sentences

Comprehensive income

Twenty-Six Weeks Ended

November 28, 2021

November 29, 2020

Other comprehensive income (loss):

Reclassification of post-retirement benefits out of accumulated other comprehensive income

Unrealized currency translation gains (losses)

Comprehensive income

See Condensed Notes to Consolidated Financial Statements.

28 unchanged sentences

Retained earnings

Accumulated other comprehensive income

Accumulated other comprehensive income (loss)

Treasury stock, at cost, 2,827,412 and 1,448,768 common shares

5 unchanged sentences

(unaudited, dollars in millions, except share data )

Thirteen Weeks Ended August 29, 2021 and August 30, 2020

Thirteen Weeks Ended November 28, 2021 and November 29, 2020

Common Stock,

2 unchanged sentences

Comprehensive

Stockholders’

Income (Loss)

Balance at May 30, 2021

Balance at August 29, 2021

Dividends declared, $ 0.235 per share

3 unchanged sentences

Comprehensive income

Balance at November 28, 2021

Balance at August 30, 2020

Dividends declared, $ 0.230 per share

Common stock issued

Stock-settled, stock-based compensation expense

Common stock withheld to cover taxes

Comprehensive income

Balance at November 29, 2020

Twenty-Six Weeks Ended November 28, 2021 and November 29, 2020

Common Stock,

net of Treasury

(Distributed)

Comprehensive

Stockholders’

Income (Loss)

Balance at May 30, 2021

2 unchanged sentences

Stock-settled, stock-based compensation expense

Repurchase of common stock and common stock withheld to cover taxes

( 1,378,644 )

Comprehensive income

Balance at November 28, 2021

Balance at May 31, 2020

Dividends declared, $ 0.460 per share

Common stock issued

Stock-settled, stock-based compensation expense

Common stock withheld to cover taxes

Comprehensive income

Balance at August 30, 2020

Balance at November 29, 2020

See Condensed Notes to Consolidated Financial Statements.

2 unchanged sentences

(unaudited, dollars in millions)

Thirteen Weeks Ended

Twenty-Six Weeks Ended

Cash flows from operating activities

1 unchanged sentence

Depreciation and amortization of intangibles and debt issuance costs

Loss on extinguishment of debt

Stock-settled, stock-based compensation expense

Distributions (earnings) of joint ventures, net

Earnings of joint ventures in excess of distributions

Deferred income taxes

10 unchanged sentences

Cash flows from financing activities

Dividends paid

Repurchase of common stock and common stock withheld to cover taxes

Proceeds from issuance of debt

Repayments of debt and financing obligations

Repurchase of common stock and common stock withheld to cover taxes

Dividends paid

Payments of senior notes call premium

Repayments of short-term borrowings, net

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of period

10 unchanged sentences

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements present the financial results of Lamb Weston for the thirteen weeks ended August 29, 2021 and August 30, 2020, and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America.

The accompanying unaudited Consolidated Financial Statements present the financial results of Lamb Weston for the thirteen and twenty-six weeks ended November 28, 2021 and November 29, 2020, and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America.

These financial statements include all adjustments that we consider necessary for a fair presentation of such financial statements and consist only of normal recurring adjustments.

4 unchanged sentences

These financial statements and condensed notes should be read together with the consolidated financial statements and notes in our Annual Report on Form 10-K for the fiscal year ended May 30, 2021 (the “Form 10-K”), which we filed with the Securities and Exchange Commission on July 27, 2021.

Certain amounts in the prior period consolidated financial statements have been reclassified to conform with the current period presentation.

New and Recently Issued Accounting Pronouncements

7 unchanged sentences

This guidance was effective immediately and generally can be applied through December 31, 2022.

We are currently evaluating the potential impact of the transition from LIBOR to alternative reference rates, but do not expect a significant impact on our financial statements related to this transition.

There were no other accounting pronouncements recently issued that had or are expected to have a material impact on our financial statements.

We are currently evaluating the potential impact of the transition from LIBOR to alternative reference rates, however we do not expect a significant impact on our consolidated financial statements.

There were no other accounting pronouncements recently issued that had or are expected to have a material impact on our consolidated financial statements.

EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per common share for the periods presented (dollars and shares in millions, except per share amounts):

The following table sets forth the computation of basic and diluted earnings per common share for the periods presented:

Thirteen Weeks Ended

Twenty-Six Weeks Ended

(in millions, except per share amounts)

Basic weighted average common shares outstanding

3 unchanged sentences

(a) Potentially dilutive shares of common stock from employee incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options and the assumed vesting of outstanding restricted stock units and performance awards.

As of August 29, 2021 and August 30, 2020, an insignificant number of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

Income tax expense was $ 8.7 million and $ 28.0 million for the thirteen weeks ended August 29, 2021 and August 30, 2020, respectively.

The effective income tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was 22.6 % and 23.9 % for the thirteen weeks ended August 29, 2021 and August 30, 2020, respectively, in our Consolidated Statements of Earnings.

As of November 28, 2021, 0.3 million shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

As of November 29, 2020, an insignificant number of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

Income tax expense was $ 9.6 million and $ 31.9 million for the thirteen weeks ended November 28, 2021 and November 29, 2020, respectively;

and $ 18.3 million and $ 59.9 million for the twenty-six weeks ended November 28, 2021 and November 29, 2020, respectively.

The effective income tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was 22.8 % and 24.8 % for the thirteen weeks ended November 28, 2021 and November 29, 2020, respectively;

and 22.7 % and 24.3 % for the twenty-six weeks ended November 28, 2021 and November 29, 2020, respectively, in our Consolidated Statements of Earnings.

The effective tax rate varies from the U.S.

2 unchanged sentences

Income Taxes Paid

Income tax refunds, net of taxes paid were $ 2.9 million and $ 2.8 million during the thirteen weeks ended August 29, 2021 and August 30, 2020, respectively.

Income taxes paid, net of refunds were $ 10.3 million and $ 24.0 million during the twenty-six weeks ended November 28, 2021 and November 29, 2020, respectively.

Unrecognized Tax Benefits

5 unchanged sentences

materials, labor, and manufacturing overhead.

The components of inventories were as follows (dollars in millions):

The components of inventories were as follows:

(in millions)

Raw materials and packaging

2 unchanged sentences

PROPERTY, PLANT AND EQUIPMENT

The components of property, plant and equipment were as follows (dollars in millions):

The components of property, plant and equipment were as follows:

(in millions)

Land and land improvements

5 unchanged sentences

Property, plant and equipment, net

Depreciation expense was $ 44.5 million and $ 44.9 million for the thirteen weeks ended August 29, 2021 and August 30, 2020, respectively.

At August 29, 2021 and May 30, 2021, purchases of property, plant and equipment included in accounts payable were $ 34.4 million and $ 23.1 million, respectively.

Interest capitalized within construction in progress for the thirteen weeks ended August 29, 2021 and August 30, 2020, was $ 1.2 million and $ 0.5 million, respectively.

Depreciation expense was $ 44.7 million and $ 45.2 million for the thirteen weeks ended November 28, 2021 and November 29, 2020, respectively;

and $ 89.2 million and $ 90.1 million for the twenty-six weeks ended November 28, 2021 and November 29, 2020, respectively.

At November 28, 2021 and May 30, 2021, purchases of property, plant and equipment included in accounts payable were $ 14.5 million and $ 23.1 million, respectively.

Interest capitalized within construction in progress for the thirteen weeks ended November 28, 2021 and November 29, 2020, was $ 1.6 million and $ 0.5 million, respectively;

and $ 2.8 million and $ 1.0 million for the twenty-six weeks ended November 28, 2021 and November 29, 2020, respectively.

EQUITY METHOD INVESTMENTS

6 unchanged sentences

These investments are accounted for using equity method accounting.

The carrying value of these equity method investments at August 29, 2021 and May 30, 2021, was $ 298.8 million and $ 310.2 million, respectively, and are included in “Equity method investments” on our Consolidated Balance Sheets.

For the thirteen weeks ended August 29, 2021 and August 30, 2020, we had sales to our equity method investments of $ 4.9 million and $ 3.0 million, respectively, and payments to our equity method investments of $ 1.4 million and $ 1.1 million, respectively.

Total dividends received from our equity method investments were $ 9.7 million and $ 2.7 million for the thirteen weeks ended August 29, 2021 and August 30, 2020, respectively.

The carrying value of these investments at November 28, 2021 and May 30, 2021, was $ 294.7 million and $ 310.2 million, respectively, and are included in “Equity method investments” on our Consolidated Balance Sheets.

For the thirteen weeks ended November 28, 2021 and November 29, 2020, we had sales to our equity method investments of $ 3.3 million and $ 3.9 million, respectively, and purchases from our equity method investments of $ 5.8 million and $ 2.2 million, respectively.

For the twenty-six weeks ended November 28, 2021 and November 29, 2020, we had sales to our equity method investments of $ 8.2 million and $ 6.9 million, respectively, and purchases from our equity method investments of $ 7.2 million and $ 3.3 million, respectively.

Total dividends received from our equity method investments were $ 4.5 million and $ 3.9 million for the thirteen weeks ended November 28, 2021 and November 29, 2020,

respectively;

and $ 14.2 million and $ 6.6 million for the twenty-six weeks ended November 28, 2021 and November 29, 2020, respectively.

We have an agreement to share the costs of our global enterprise resource planning (“ERP”) system and related software and services with Lamb-Weston/Meijer.

Under the terms of the agreement, Lamb-Weston/Meijer will pay us for the majority of its portion of the ERP costs in five equal annual payments, plus interest, beginning in the period the system is deployed at Lamb-Weston/Meijer.

As of August 29, 2021 and May 30, 2021, Lamb-Weston/Meijer’s portion of the ERP costs totaled $ 17.0 million and $ 16.8 million, respectively.

Related to this project, we had $ 13.6 million and $ 13.2 million of receivables recorded in “Other assets” on our Consolidated Balance Sheets as of August 29, 2021 and May 30, 2021, respectively.

As of November 28, 2021 and May 30, 2021, Lamb-Weston/Meijer’s portion of the ERP costs was $ 17.4 million and $ 16.8 million, respectively.

Related to this project, we had $ 14.1 million and $ 13.2 million of receivables recorded in “Other assets” on our Consolidated Balance Sheets as of November 28, 2021 and May 30, 2021, respectively.

We expect the total receivable from Lamb-Weston/Meijer to increase as development and implementation of the ERP system progresses.

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The following table presents changes in goodwill balances, by segment, during the thirteen weeks ended August 29, 2021 (dollars in millions):

The following table presents changes in goodwill balances, by segment, during the twenty-six weeks ended November 28, 2021:

(in millions)

Balance at May 30, 2021

Foreign currency translation adjustment

Balance at August 29, 2021

Other identifiable intangible assets were as follows (dollars in millions):

August 29, 2021

Balance at November 28, 2021

Other identifiable intangible assets were as follows:

November 28, 2021

(dollars in millions)

Non-amortizing intangible assets (a)

2 unchanged sentences

(b) Amortizing intangible assets are principally composed of licensing agreements, brands, and customer relationships.

Developed technology, which is excluded from this balance, is recorded as “Other assets” on our Consolidated Balance Sheet.

Amortization expense, including developed technology amortization expense, was $ 1.5 million and $ 0.7 million for the thirteen weeks ended August 29, 2021 and August 30, 2020, respectively.

Developed technology, which is excluded from this balance, is recorded as “Other assets” on our Consolidated Balance Sheets.

Amortization expense, including developed technology amortization expense, was $ 1.5 million and $ 1.4 million for the thirteen weeks ended November 28, 2021 and November 29, 2020, respectively;

and $ 3.0 million and $ 2.1 million for the twenty-six weeks ended November 28, 2021 and November 29, 2020, respectively.

Foreign intangible assets are affected by foreign currency translation.

ACCRUED LIABILITIES

The components of accrued liabilities were as follows (dollars in millions):

The components of accrued liabilities were as follows:

(in millions)

Compensation and benefits

1 unchanged sentence

Dividends payable to shareholders

Accrued interest

Current portion of operating lease obligations

Franchise, property, and sales and use taxes

Accrued interest

Accrued liabilities

DEBT AND FINANCING OBLIGATIONS

At August 29, 2021 and May 30, 2021, our debt, including financing obligations, was as follows (dollars in millions):

At November 28, 2021 and May 30, 2021, our debt, including financing obligations, was as follows:

(in millions)

Long-term debt:

4 unchanged sentences

4.875 % senior notes, due May 2028

4.125 % senior notes, due January 2030

4.375 % senior notes, due January 2032

Financing obligations:

4 unchanged sentences

Long-term debt and financing obligations, excluding current portion

(a) The interest rates on our lease financing obligations ranged from 2.49 % to 4.10 % as of August 29, 2021 and May 30, 2021.

(b) Excludes debt issuance costs of $ 3.9 million and $ 2.1 million as of August 29, 2021 and May 30, 2021, respectively, related to our Amended Revolving Credit Facility, which are presented in “Other assets” on the Consolidated Balance Sheets.

(a) The interest rates on our lease financing obligations ranged from 2.08 % to 4.10 % as of November 28, 2021, and 2.49 % to 4.10 % as of May 30, 2021.

(b) Excludes debt issuance costs of $ 4.1 million and $ 2.1 million as of November 28, 2021 and May 30, 2021, respectively, primarily related to our Amended Revolving Credit Facility, which are recorded in “Other assets” on the Consolidated Balance Sheets.

4.125 % Senior Notes due 2030 and 4.375 % Senior Notes due 2032

On November 8, 2021 , we issued (i) $ 970.0 million aggregate principal amount of 4.125 % senior notes due 2030 (“2030 Notes”) and (ii) $ 700.0 million aggregate principal amount of 4.375 % senior notes due 2032 (“2032 Notes” and, together with the 2030 Notes, the “Notes”) pursuant to indentures, dated as of November 8, 2021 (together, the “Indentures”), among Lamb Weston, as issuer, certain of our subsidiaries named therein as guarantors and Computershare Trust Company, N.A., as trustee.

Our obligations under the 2030 Notes and 2032 Notes are unconditionally guaranteed on a senior unsecured basis by each of our subsidiaries that guarantee our obligations under our existing credit facilities.

Interest payments on the Notes are due semi-annually each January 31 and July 31, with the first interest payment due on July 31, 2022.

The 2030 Notes will mature on January 31, 2030 , unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the applicable Indenture.

The 2032 Notes will mature on January 31, 2032 , unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the applicable Indenture.

We may redeem some or all of the Notes at the redemption prices and on the terms specified in the applicable Indenture.

If we experience specific kinds of changes in control and certain negative actions are taken with respect to the ratings of the Notes of a series, we must offer to repurchase such Notes on the terms set forth in the applicable Indenture.

The Notes are effectively subordinated to all of our existing and future secured debt, rank equally with all of our existing and future senior debt and rank senior to all of our existing and future subordinated debt.

The guarantees of the Notes are effectively subordinated to all of the guarantors’ existing and future secured debt, rank equally with all of their existing and future senior debt and rank senior to all of their existing and future subordinated debt.

The Notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries.

The Indentures limit our ability and the ability of our subsidiaries to, among other things, incur or suffer to exist liens and consolidate, merge, amalgamate or transfer all or substantially all of our assets.

The Indentures contain customary events of default that include, among other things (subject in certain cases to customary grace and cure periods):

non-payment of principal, interest or premium;

failure to perform or observe covenants;

cross-acceleration with certain other indebtedness;

certain judgments;

and certain events of bankruptcy or insolvency.

Generally, if an event of default occurs (subject to certain exceptions), the trustee or the holders of at least 25 % in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

In connection with the 2030 Notes and 2032 Notes issuance, we capitalized $ 17.5 million of debt issuance costs within long-term debt on our Consolidated Balance Sheet.

4.625 % Senior Notes due 2024 and 4.875 % Senior Notes due 2026

On November 18, 2021, we used the net proceeds of the issuance of the 2030 Notes and 2032 Notes, together with cash on hand, to redeem all of our outstanding $ 833.0 million aggregate principal amount of 4.625 % senior notes due 2024 (the “2024 Notes”) and $ 833.0 million aggregate principal amount of 4.875 % senior notes due 2026 (the “2026 Notes”).

The 2024 Notes were redeemed at a price of 102.313 % of the principal amount and the 2026 Notes were redeemed at a price of 102.438 % of the principal amount.

The aggregate call premium for the 2024 Notes and 2026 Notes was $ 39.6 million (included in the redemption prices noted above) and in connection with these redemptions, we also wrote off $ 13.7 million of previously unamortized debt issuance costs.

Both of these amounts are included as “Interest Expense, net” in our Consolidated Statements of Earnings for the thirteen and twenty-six weeks ended November 28, 2021.

Amended Revolving Credit Facility

3 unchanged sentences

Borrowings under the Amended Revolving Credit Facility bear interest at LIBOR, the Base Rate, the Alternative Currency Daily Rate, or the Alternative Currency Term Rate (each as defined in the Amended Revolving Credit Facility) plus an applicable rate ranging from 1.125 % to 1.75 % for LIBOR-based loans, Alternative Currency Daily Rate-based loans, and Alternative Currency Term Rate-based loans and from 0.125 % to 0.75 % for Base Rate-based loans, depending upon our consolidated net leverage ratio.

In addition to paying interest, we will pay an annual commitment fee for undrawn amounts at a rate of 0.15 % to 0.25 %, depending on our consolidated net leverage ratio.

In addition to paying interest, we pay an annual commitment fee for undrawn amounts at a rate of 0.15 % to 0.25 %, depending on our consolidated net leverage ratio.

The Amended Revolving Credit Facility requires us to maintain a consolidated net leverage ratio no greater than 5.00 to 1.00, decreasing to 4.75 to 1.00 on February 23, 2025 through maturity;

and an interest coverage ratio no less than 2.75 to 1.00.

In connection with the Amended Revolving Credit Facility, we capitalized $ 2.0 million of debt issuance costs as “Other assets” on our Consolidated Balance Sheet.

At August 29, 2021, we had no borrowings outstanding under the Amended Revolving Credit Facility and $ 994.6 million of availability under the facility, which is net of outstanding letters of credit of $ 5.4 million.

For the thirteen weeks ended August 29, 2021, we had no borrowings under the facility.

In connection with the Amended Revolving Credit Facility, we capitalized $ 2.0 million of debt issuance costs in “Other assets” on our Consolidated Balance Sheet.

At November 28, 2021, we had no borrowings outstanding under the Amended Revolving Credit Facility and $ 994.6 million of availability under the facility, which is net of outstanding letters of credit of $ 5.4 million.

For the twenty-six weeks ended November 28, 2021, we had no borrowings under the facility.

Term A-1 and A-2 Loan Facilities

2 unchanged sentences

and an interest coverage ratio no less than 2.75 to 1.00 .

For the thirteen weeks ended August 29, 2021 and August 30, 2020, we paid $ 2.7 million and $ 5.7 million of interest on debt, respectively.

For the twenty-six weeks ended November 28, 2021 and November 29, 2020, we paid $ 61.4 million and $ 60.5 million of interest on debt, respectively.

For more information on our debt and financing obligations, interest rates, and debt covenants, see Note 8, Debt and Financing Obligations, of the Notes to Consolidated Financial Statements in “Part II, Item 8.

3 unchanged sentences

The Committee, in its discretion, authorizes grants of restricted stock units (“RSUs”), performance awards payable upon the attainment of specified performance goals (“Performance Shares”), dividend equivalents, and other stock-based awards.

During the thirteen weeks ended August 29, 2021, we granted 0.3 million and 0.1 million RSUs and Performance Shares, respectively, at an average grant date fair value of $ 67.41 .

As of August 29, 2021, 7.1 million shares were available for future grant under the plan.

Our stock-based compensation expense is recorded in “Selling, general and administrative expenses.” Compensation expense for stock-based awards recognized in the Consolidated Statements of Earnings, net of forfeitures, was as follows (dollars in millions):

During the twenty-six weeks ended November 28, 2021, we granted 0.3 million and 0.1 million RSUs and Performance Shares, respectively, at an average grant date fair value of $ 66.00 .

As of November 28, 2021, 7.1 million shares were available for future grant under the plan.

Thirteen Weeks Ended

Twenty-Six Weeks Ended

(in millions)

Total compensation expense

2 unchanged sentences

(a) Income tax benefit represents the marginal tax rate, excluding non-deductible compensation.

Based on estimates at August 29, 2021, total unrecognized compensation expense related to stock-based awards was as follows (dollars in millions):

Based on estimates at November 28, 2021, total unrecognized compensation expense related to stock-based awards was as follows:

(dollars in millions)

Period (in years)

1 unchanged sentence

Performance Shares

Total unrecognized stock-based expense

Total unrecognized compensation expense

FAIR VALUE MEASUREMENTS

3 unchanged sentences

The fair values of cash equivalents, receivables, accounts payable, and short-term debt approximate their carrying amounts due to their short duration.

The following table presents our financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall (dollars in millions):

As of August 29, 2021

As of November 28, 2021

(in millions)

Fair Value of Assets (Liabilities)

Derivative assets (a)

Derivative liabilities (a)

Deferred compensation liabilities (b)

1 unchanged sentence

As of May 30, 2021

(in millions)

Fair Value of Assets (Liabilities)

2 unchanged sentences

Fair value, net

(a) Derivative assets included in Level 2 primarily represent commodity swap and option contracts.

(a) Derivative assets and liabilities included in Level 2 primarily represent commodity swap and option contracts.

The fair values of our Level 2 derivative assets and liabilities were determined using valuation models that use market observable inputs including both forward and spot prices for commodities.

Derivative assets are presented within “Prepaid expenses and other current assets” on our Consolidated Balance Sheets.

Derivative assets are presented within “Prepaid expenses and other current assets” and derivative liabilities are presented within “Accrued liabilities” on our Consolidated Balance Sheets.

(b) The fair values of our Level 2 deferred compensation liabilities were valued using third-party valuations, which are based on the net asset values of mutual funds in our retirement plans.

While the underlying assets are actively traded on an exchange, the funds are not.

At August 29, 2021, we had $ 2,166.0 million of fixed-rate and $ 578.8 million of variable-rate debt outstanding.

Based on current market rates, the fair value of our fixed-rate debt at August 29, 2021, was estimated to be $ 2,273.6 million.

At November 28, 2021, we had $ 2,170.0 million of fixed-rate and $ 571.0 million of variable-rate debt outstanding.

Based on current market rates, the fair value of our fixed-rate debt was estimated to be $ 2,195.9 million.

Any differences between the book value and fair value are due to the difference between the period-end market interest rate and the stated rate of our fixed-rate debt.

3 unchanged sentences

In December 2018, our Board of Directors authorized a program, with no expiration date, to repurchase shares of our common stock in an amount not to exceed $ 250.0 million in the aggregate.

During the thirteen weeks ended August 29, 2021, we repurchased 395,361 shares for $ 26.0 million, or a weighted-average price of $ 65.86 per share.

As of August 29, 2021, $ 143.6 million remained authorized for repurchase under the program.

We paid $ 34.4 million of dividends on both September 3, 2021 and June 4, 2021 to stockholders of record as of the close of business on August 6, 2021 and May 7, 2021, respectively.

On September 23, 2021 , our Board of Directors declared a dividend of $ 0.235 per share of common stock.

The dividend will be paid on December 3, 2021 , to stockholders of record as of the close of business on November 5, 2021 .

During the thirteen weeks ended November 28, 2021, we repurchased 868,753 shares for $ 50.0 million, or a weighted-average price of $ 57.55 per share.

During the twenty-six weeks ended November 28, 2021, we repurchased 1,264,114 shares for $ 76.0 million, or a weighted-average price of $ 60.15 per share.

As of November 28, 2021, $ 93.6 million remained authorized for repurchase under the program.

In December 2021, our Board of Directors authorized the repurchase of an additional $ 250.0 million of our common stock under the program.

We have $ 343.6 million remaining under the updated share repurchase authorization.

During the twenty-six weeks ended November 28, 2021, we paid $ 68.7 million of dividends to common stockholders.

On December 3, 2021, we paid $ 34.3 million of dividends to stockholders of record as of the close of business on November 5, 2021.

On December 17, 2021 , our Board of Directors increased our quarterly dividend approximately 4 % and declared a dividend of $ 0.245 per share of common stock.

The dividend will be paid on March 4, 2022 , to stockholders of record as of the close of business on February 4, 2022 .

Accumulated Other Comprehensive Income (“AOCI”)

Changes in AOCI, net of taxes, as of August 29, 2021 were as follows (dollars in millions):

Changes in AOCI, net of taxes, as of November 28, 2021 were as follows:

Post-Retirement

Comprehensive

(in millions)

Gains (Losses)

4 unchanged sentences

Net current-period other comprehensive income (loss)

Balance as of August 29, 2021

Balance as of November 28, 2021

We have four operating segments, each of which is a reportable segment:

1 unchanged sentence

Our chief operating decision maker receives periodic management reports under this structure that generally focus on the nature and scope of our customers’ businesses, which enables operating decisions, performance assessment, and resource allocation decisions at the segment level.

The reportable segments are each managed by a general manager and supported by a cross functional team assigned to support the segment (dollars in millions).

The reportable segments are each managed by a general manager and supported by a cross functional team assigned to support the segment.

Thirteen Weeks Ended

Twenty-Six Weeks Ended

(in millions)

Total net sales

3 unchanged sentences

Income from operations

Interest expense, net

Interest expense, net (c)

Income tax expense

2 unchanged sentences

Product contribution margin includes advertising and promotion expenses because those expenses are directly associated with segment performance.

(b) The Other segment primarily includes our vegetable and dairy businesses and unrealized mark-to-market adjustments associated with commodity hedging contracts.

Lamb Weston’s largest customer, McDonald’s Corporation, accounted for approximately 10 % of consolidated “Net sales” for the thirteen weeks ended August 29, 2021;

and 11 % for the thirteen weeks ended August 30, 2020.

(b) The Other segment primarily includes our vegetable and dairy businesses and unrealized mark-to-market adjustments and realized settlements associated with commodity hedging contracts.

(c) The thirteen and twenty-six weeks ended November 28, 2021, include a loss on the extinguishment of debt of $ 53.3 million, which includes an aggregate call premium of $ 39.6 million related to the redemption of the 2024 Notes and 2026 Notes, and the write-off of $ 13.7 million of previously unamortized debt issuance costs associated with those notes.

Concentrations

Lamb Weston’s largest customer, McDonald’s Corporation, accounted for approximately 11 % of consolidated “Net sales” in all periods presented in our Consolidated Statements of Earnings.

COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS

9 unchanged sentences

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 1. Financial Statements