What changed in this filing

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Item 1. Financial Statements

2023-04-06 compared with 2023-01-05 · 115 added, 106 removed, 335 unchanged (40% of the section changed)

4 unchanged sentences

Thirteen Weeks Ended

Twenty-Six Weeks Ended

Thirty-Nine Weeks Ended

Cost of sales

4 unchanged sentences

Income tax expense

Equity method investment earnings (loss)

Equity method investment (loss) earnings

Earnings per share:

6 unchanged sentences

Thirteen Weeks Ended

November 27, 2022

November 28, 2021

February 26, 2023

February 27, 2022

Other comprehensive income (loss):

2 unchanged sentences

Comprehensive income

Twenty-Six Weeks Ended

November 27, 2022

November 28, 2021

Thirty-Nine Weeks Ended

February 26, 2023

February 27, 2022

Other comprehensive income (loss):

41 unchanged sentences

(unaudited, in millions, except share data )

Thirteen Weeks Ended November 27, 2022 and November 28, 2021

Thirteen Weeks Ended February 26, 2023 and February 27, 2022

Common Stock,

4 unchanged sentences

Income (Loss)

Balance at August 28, 2022

Balance at November 27, 2022

Dividends declared, $ 0.280 per share

3 unchanged sentences

Comprehensive income

Balance at February 26, 2023

Balance at November 28, 2021

Balance at August 29, 2021

Dividends declared, $ 0.245 per share

3 unchanged sentences

Comprehensive income

Balance at November 28, 2021

Twenty-Six Weeks Ended November 27, 2022 and November 28, 2021

Balance at February 27, 2022

Thirty-Nine Weeks Ended February 26, 2023 and February 27, 2022

Common Stock,

9 unchanged sentences

Repurchase of common stock and common stock withheld to cover taxes

Comprehensive income

Balance at November 27, 2022

Comprehensive income (loss)

Balance at February 26, 2023

Balance at May 30, 2021

4 unchanged sentences

( 2,144,671 )

Comprehensive income

Balance at November 28, 2021

Comprehensive income (loss)

Balance at February 27, 2022

See Condensed Notes to Consolidated Financial Statements.

2 unchanged sentences

(unaudited, in millions)

Twenty-Six Weeks Ended

Thirty-Nine Weeks Ended

Cash flows from operating activities

14 unchanged sentences

Additions to property, plant and equipment

Acquisition of interest in joint venture, net

Additions to other long-term assets

Acquisition of interest in joint venture, net

Net cash used for investing activities

5 unchanged sentences

Payments of senior notes call premium

Net cash used for financing activities

Net cash provided by (used for) financing activities

Effect of exchange rate changes on cash and cash equivalents

Net decrease in cash and cash equivalents

Net increase (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 and twenty-six weeks ended November 27, 2022 and November 28, 2021, and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S”).

The accompanying unaudited Consolidated Financial Statements present the financial results of Lamb Weston for the thirteen and thirty-nine weeks ended February 26, 2023 and February 27, 2022, and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S”).

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

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Thirteen Weeks Ended

Twenty-Six Weeks Ended

Thirty-Nine Weeks Ended

(in millions, except per share amounts)

4 unchanged sentences

(a) Potential dilutive shares of common stock under 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 November 27, 2022, 0.6 million shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

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.

Income tax expense was $ 36.8 million and $ 9.6 million for the thirteen weeks ended November 27, 2022 and November 28, 2021, respectively;

and $ 110.5 million and $ 18.3 million for the twenty-six weeks ended November 27, 2022 and November 28, 2021, 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 26.3 % and 22.8 % for the thirteen weeks ended November 27, 2022 and November 28, 2021, respectively;

and 24.8 % and 22.7 % for the twenty-six weeks ended November 27, 2022 and November 28, 2021, respectively, in our Consolidated Statements of Earnings.

As of February 26, 2023, 0.6 million shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

As of February 27, 2022, 0.1 million shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

Income tax expense was $ 42.1 million and $ 31.1 million for the thirteen weeks ended February 26, 2023 and February 27, 2022, respectively;

and $ 152.6 million and $ 49.4 million for the thirty-nine weeks ended February 26, 2023 and February 27, 2022, 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 19.4 % and 22.6 % for the thirteen weeks ended February 26, 2023 and February 27, 2022, respectively;

and 23.0 % and 22.6 % for the thirty-nine weeks ended February 26, 2023 and February 27, 2022, respectively, in our Consolidated Statements of Earnings.

The effective tax rate varies from the U.S.

statutory tax rate of 21 % principally due to the impact of U.S.

state taxes, foreign taxes, permanent differences, and discrete items.

Excluding the impact of the following items, our effective tax rate was 25.9 % and 25.5 % for the thirteen and twenty-six weeks ended November 27, 2022, respectively:

state taxes, foreign taxes and currency, permanent differences, and discrete items.

Excluding the impact of the following items, our effective tax rate was 23.4 % for the thirty-nine weeks ended February 26, 2023:

● Gain associated with the acquisition of an additional 40 % interest in our Argentina joint venture, Lamb Weston Alimentos Modernos S.A.

(“LWAMSA”), which is discussed in Note 6, Joint Venture Investments.

● Gains related to actions taken to mitigate the effect of changes in currency rates on the pending purchase of the remaining 50 % ownership interest in our European joint venture, Lamb-Weston/Meijer v.o.f.

(“LWM”), net of other acquisition-related costs.

● Gains related to actions taken to mitigate the effect of changes in currency rates on our purchase of the remaining 50 % equity interest in Lamb-Weston/Meijer v.o.f.

(“LW EMEA”), net of other acquisition-related costs (“New Acquisition Gain”).

See Note 6, Joint Venture Investments, for more information.

● Mark-to-market adjustments associated with changes in natural gas and electricity derivatives at LWM, which is discussed in Note 13, Segments.

● Mark-to-market adjustments associated with changes in natural gas and electricity derivatives at LW EMEA, which is discussed in Note 13, Segments.

Excluding the impact of the New Acquisition Gain and LW EMEA mark-to-market adjustments during the thirteen weeks ended February 26, 2023, our effective tax rate was 20.3 %.

Income Taxes Paid

Income taxes paid, net of refunds, were $ 92.1 million and $ 10.3 million during the twenty-six weeks ended November 27, 2022 and November 28, 2021, respectively.

Income taxes paid, net of refunds, were $ 168.5 million and $ 17.2 million during the thirty-nine weeks ended February 26, 2023 and February 27, 2022, respectively.

Inventories are valued at the lower of cost (determined using the first-in, first-out method) or net realizable value and include all costs directly associated with manufacturing products:

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Property, plant and equipment, net

Depreciation expense was $ 49.7 million and $ 44.7 million for the thirteen weeks ended November 27, 2022 and November 28, 2021, respectively;

and $ 97.0 million and $ 89.2 million for the twenty-six weeks ended November 27, 2022 and November 28, 2021, respectively.

At November 27, 2022 and May 29, 2022, purchases of property, plant and equipment included in accounts payable were $ 65.1 million and $ 38.3 million, respectively.

Interest capitalized within construction in progress for the thirteen weeks ended November 27, 2022 and November 28, 2021, was $ 4.1 million and $ 1.6 million, respectively;

and $ 6.1 million and $ 2.8 million for the twenty-six weeks ended November 27, 2022 and November 28, 2021, respectively.

Depreciation expense was $ 48.8 million and $ 45.3 million for the thirteen weeks ended February 26, 2023 and February 27, 2022, respectively;

and $ 145.8 million and $ 134.5 million for the thirty-nine weeks ended February 26, 2023 and February 27, 2022, respectively.

At February 26, 2023 and May 29, 2022, purchases of property, plant and equipment included in accounts payable were $ 71.8 million and $ 38.3 million, respectively.

Interest capitalized within construction in progress for the thirteen weeks ended February 26, 2023 and February 27, 2022, was $ 5.8 million and $ 1.2 million, respectively;

and $ 11.9 million and $ 4.0 million for the thirty-nine weeks ended February 26, 2023 and February 27, 2022, respectively.

Construction in progress does not include deposits made on equipment, materials, and services yet to be received.

As of February 26, 2023 and May 29, 2022, deposits for construction in progress were $ 139.0 million and $ 57.8 million, respectively, and were recorded in “Other assets” on our Consolidated Balance Sheets.

JOINT VENTURE INVESTMENTS

Consolidated Joint Venture

In July 2022 , we acquired an additional 40 % interest in LWAMSA, which increased our total ownership from 50 % to 90 %.

We recorded LWAMSA’s assets and liabilities at fair value, which included remeasuring our previously held equity interest at fair value, and for the twenty-six weeks ended November 27, 2022, we recognized a $ 15.1 million gain in “Equity method investment earnings” in our Consolidated Statement of Earnings.

In July 2022 , we acquired an additional 40 % equity interest in LWAMSA, which increased our total equity ownership from 50 % to 90 %.

We recorded LWAMSA’s assets and liabilities at fair value, which included remeasuring our previously held equity interest at fair value, and for the thirty-nine weeks ended February 26, 2023, we recognized a $ 15.1 million gain in “Equity method investment earnings” in our Consolidated Statement of Earnings.

The fair value was determined utilizing industry EBITDA multiples and control premium comparable information, which are unobservable inputs, or Level 3 in the fair value hierarchy.

We recorded the preliminary fair values as of the date of acquisition.

In connection with the purchase of the additional interest in LWAMSA, we ceased equity method accounting and began consolidating LWAMSA’s financial statements.

The net sales, income from operations, and total assets acquired were not material to our consolidated net sales, income from operations, and total assets.

In connection with our purchase of the additional equity interest in LWAMSA, we ceased equity method accounting and began consolidating LWAMSA’s financial results in our consolidated financial statements during our fiscal first quarter.

The net sales, income from operations, and total assets acquired were not material to our consolidated net sales, income from operations, and total assets for the periods presented in this report.

LWAMSA’s operating results are included in our Global segment.

In September 2022, we announced an expansion of french fry processing capacity in Argentina with the planned construction of a new manufacturing facility in Mar del Plata.

The new processing facility is expected to produce more than 200 million pounds of frozen french fries and other potato products per year.

The new production facility is expected to have the capacity to produce more than 200 million pounds of frozen french fries and other potato products per year.

Construction of the new line is expected to be completed in fiscal 2025.

The total investment is expected to be approximately $ 240 million.

Our total investment in this new production facility is expected to be approximately $ 240 million.

This investment will add to the capacity produced at LWAMSA’s existing production facility in Buenos Aires.

Noncontrolling Interest (“NCI”)

As of November 27, 2022, total LWAMSA interest not directly attributable to Lamb Weston, or NCI, was $ 8.1 million and was recorded in “Additional distributed capital” on our Consolidated Balance Sheet.

For the thirteen and twenty-six weeks ended November 27, 2022, the net loss attributable to NCI was not significant and was recorded in “Selling, general and administrative expenses” in our Consolidated Statements of Earnings.

As of February 26, 2023, total LWAMSA interest not directly attributable to Lamb Weston, or NCI, was $ 8.4 million and was recorded in “Additional distributed capital” on our Consolidated Balance Sheet.

For the thirteen and thirty-nine weeks ended February 26, 2023, the net loss attributable to NCI was not significant and was recorded in “Selling, general and administrative expenses” in our Consolidated Statements of Earnings.

Unconsolidated Joint Ventures

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Lamb-Weston/RDO Frozen ("Lamb Weston RDO") (b)

(a) We own 50 % of LWM, a joint venture with Meijer Frozen Foods B.V.

LWM is headquartered in the Netherlands and manufactures and sells frozen potato products principally in Europe and the Middle East.

(b) We own 50 % of Lamb Weston RDO, a joint venture with RDO Frozen Co., that operates a potato processing facility in the U.S.

(c) In July 2022, we acquired an additional 40 % interest in LWAMSA, increasing our total ownership to 90 % and began consolidating the joint venture.

In September 2022, LWM completed the previously announced withdrawal from its joint venture in Russia.

In October 2022, we entered into an agreement to acquire the remaining interest in LWM for consideration consisting of € 525.0 million in cash and € 175.0 million in shares of our common stock.

The number of shares of our common stock to be paid will be equal to the U.S.

dollar equivalent of € 175.0 million, valued at the volume weighted average of the trading price per share of our common stock for the five trading days immediately preceding the signing date of the agreement and the five trading days immediately preceding the closing date of the transaction.

Upon completion of the transaction, we will own 100 % of LWM.

We expect to close the transaction in the fourth quarter of fiscal 2023, subject to customary regulatory approvals.

Following closing of the transaction, we will include LWM’s operating results in our Global segment.

(a) As of the end of our fiscal third quarter, we owned 50 % of LW EMEA, a joint venture with Meijer Frozen Foods B.V.

LW EMEA is headquartered in the Netherlands and manufactures and sells frozen potato products principally in Europe and the Middle East.

In September 2022, LW EMEA completed the previously announced withdrawal from its joint venture in Russia.

(b) We own 50 % of Lamb Weston RDO, a joint venture with RDO Frozen Co., that operates a potato production facility in the U.S.

(c) In July 2022, we acquired an additional 40 % equity interest in LWAMSA, increasing our total equity ownership to 90 % and began consolidating LWAMSA’s financial results in our consolidated financial statements.

On February 28, 2023, we purchased the remaining 50 % equity interest in LW EMEA.

The purchase price consisted of € 531.6 million ($ 564.0 million) in cash, subject to certain post-closing adjustments pursuant to the purchase agreement, and 1,952,421 shares of our common stock.

With the completion of the transaction, we own 100 % of LW EMEA, and we will consolidate LW EMEA’s financial results in our consolidated financial statements and include its results in our Global segment beginning with our 2023 fiscal fourth quarter.

We are in the process of allocating our purchase price based on the fair value of acquired assets and assumed liabilities, and, as of the date of issuance of these consolidated financial statements, this analysis has not been completed given the proximity of the acquisition date.

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The following table presents changes in goodwill balances, by segment, during the twenty-six weeks ended November 27, 2022:

The following table presents changes in goodwill balances, by segment, during the thirty-nine weeks ended February 26, 2023:

(in millions)

2 unchanged sentences

Foreign currency translation adjustment

Balance at November 27, 2022

(a) In July 2022, we acquired an additional 40 % interest in LWAMSA, which increased our total ownership from 50 % to 90 % , and we recorded $ 42.1 million of goodwill, that is not deductible for tax purposes, in our Global segment.

Balance at February 26, 2023

(a) In July 2022, we acquired an additional 40 % equity interest in LWAMSA, which increased our total equity ownership from 50 % to 90 % , and we recorded $ 42.1 million of goodwill, that is no t deductible for tax purposes, in our Global segment.

See Note 6, Joint Venture Investments, for more information.

Other identifiable intangible assets were as follows:

November 27, 2022

February 26, 2023

(in millions, except useful lives)

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(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 Sheets.

Amortization expense, including developed technology amortization expense, was $ 1.5 million and $ 1.5 million for the thirteen weeks ended November 27, 2022 and November 28, 2021, respectively;

and $ 2.9 million and $ 3.0 million for the twenty-six weeks ended November 27, 2022 and November 28, 2021, respectively.

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

Amortization expense, including developed technology amortization expense, was $ 1.4 million and $ 1.3 million for the thirteen weeks ended February 26, 2023 and February 27, 2022, respectively;

and $ 4.3 million for both the thirty-nine weeks ended February 26, 2023 and February 27, 2022, respectively.

Foreign intangible assets are affected by foreign currency translation.

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Compensation and benefits

Accrued trade promotions

Dividends payable to shareholders

Accrued interest

Accrued trade promotions

Current portion of operating lease obligations

Income taxes payable

Accrued interest

Franchise, property, and sales and use taxes

Income taxes payable

Accrued liabilities

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Term A-2 loan facility, due April 2025

Term A-3 loan facility, due January 2030

RMB loan facility, due February 2027

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Long-term debt and financing obligations, excluding current portion

(a) Excludes debt issuance costs of $ 2.9 million and $ 3.3 million as of November 27, 2022 and May 29, 2022, respectively, related to our revolving credit facility, which are recorded in “Other assets” on our Consolidated Balance Sheets.

At November 27, 2022, we had no borrowings outstanding under our 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 27, 2022, we had no material borrowings under the facility.

For the twenty-six weeks ended November 27, 2022 and November 28, 2021, we paid $ 76.6 million and $ 61.4 million of interest on debt, respectively.

(a) Excludes debt issuance costs of $ 2.7 million and $ 3.3 million as of February 26, 2023 and May 29, 2022, respectively, related to our revolving credit facility, which are recorded in “Other assets” on our Consolidated Balance Sheets.

Amended Term Loan Facilities

On January 31, 2023 , we amended our credit agreement, dated as of June 28, 2019, relating to our term loan facilities with certain lenders and AgWest Farm Credit, PCA (as successor by merger to Northwest Farm Credit Services, PCA), as administrative agent (“Amended Term Loan Agreement”).

The Amended Term Loan Agreement, among other things, established a new $ 450.0 million term loan facility with a maturity date of January 31, 2030 (“Term A-3 Loan”) and extended the maturity of our existing Term A-1 loan from June 28, 2024 to June 28, 2026 .

Borrowings under the Term A-3 Loan were used to purchase the remaining equity interest in LW EMEA, and bear interest, before anticipated patronage dividends, at the Adjusted Term Secured Overnight Financing Rate (“SOFR”) or the Base Rate (as defined in the Amended Term Loan Agreement) plus an applicable rate ranging from 2.00 % to 2.75 % for Adjusted Term SOFR-based loans and from 1.00 % to 1.75 % for Base Rate-based loans, depending upon our consolidated net leverage ratio.

Under the Amended Term Loan Agreement, LIBOR-based rates have been replaced with SOFR-based rates.

Effective February 28, 2023, the Term A-1 and A-2 loan interest rates will be SOFR based (with a SOFR adjustment) and Base Rate-based loans and the Term A-1 loan applicable margin will increase to match the applicable margin of our Term A-2 loan.

Borrowings under the Term A-1 and A-2 loans bear interest, before anticipated patronage dividends, at the Adjusted Term SOFR or the Base Rate (as defined in the Amended Term Loan Agreement) plus an applicable rate ranging from 1.85 % to 2.60 % for Adjusted Term SOFR-based loans and from 0.85 % to 1.60 % for Base Rate-based loans, depending upon our consolidated net leverage ratio.

Revolving Credit Facility

At February 26, 2023, we had no borrowings outstanding under our 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 thirty-nine weeks ended February 26, 2023, borrowings under the revolving credit facility ranged from zero to $ 55.0 million and the weighted average interest rate for our outstanding borrowings was 7.71 %.

For the thirty-nine weeks ended February 26, 2023 and February 27, 2022, we paid $ 120.6 million and $ 64.7 million of interest on debt, respectively.

For more information on our debt and financing obligations, interest rates, and debt covenants, see Note 7, Debt and Financing Obligations, of the Notes to Consolidated Financial Statements in “Part II, Item 8.

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

As of November 27, 2022, 6.0 million shares were available for future grant under the plan.

As of February 26, 2023, 6.0 million shares of our common stock were available for future grant under the plan.

We grant RSUs to eligible employees and non-employee directors.

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Awards, if earned, would be paid in shares of our common stock.

Subject to limited exceptions set forth in our stock plan, any shares earned will generally vest over a three-year service period following the grant date.

Subject to limited exceptions set forth in our stock compensation plan, any shares earned will generally vest over a three-year service period following the grant date.

The value of these Performance Shares is adjusted based upon the market price of our common stock and the anticipated attainment of Company-wide performance goals at the end of each reporting period and amortized as compensation expense over the service period.

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The awards are measured based on estimated fair value as of the date of grant using a Monte Carlo simulation, and are amortized over the service period.

The weighted average Monte Carlo assumptions for Performance Shares granted during the twenty-six weeks ended November 27, 2022 were:

The weighted average Monte Carlo assumptions for Performance Shares granted during the thirty-nine weeks ended February 26, 2023 were:

Dividend yield (%)

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Stock Options

Under special circumstances, we have granted options to employees and non-employee directors for the purchase of stock at exercise prices equal to the fair market value of the underlying stock on the grant date.

Under some circumstances, we grant options to employees and non-employee directors to purchase shares of our common stock at exercise prices equal to the fair market value of the underlying common stock on the grant date.

Options granted to employees generally become exercisable in three annual installments beginning on the first anniversary of the grant date and have a maximum term of seven years .

Options granted to non-employee directors generally vest one year after the grant date and have a term of ten years .

The weighted average Black-Scholes assumptions for stock options granted during the twenty-six weeks ended November 27, 2022 were:

The weighted average Black-Scholes assumptions for stock options granted during the thirty-nine weeks ended February 26, 2023 were:

Weighted average fair value

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Stock Based Compensation Grants

During the twenty-six weeks ended November 27, 2022, we granted 0.4 million, 0.3 million, and 0.6 million RSUs, Performance Shares, and stock options, respectively, at an average grant date fair value of $ 79.48 , $ 92.83 , and $ 25.93 , respectively.

During the thirty-nine weeks ended February 26, 2023, we granted 0.4 million, 0.3 million, and 0.6 million RSUs, Performance Shares, and stock options, respectively, at an average grant date fair value of $ 79.77 , $ 92.75 , and $ 25.93 per share, respectively.

Compensation Expense

1 unchanged sentence

Thirteen Weeks Ended

Twenty-Six Weeks Ended

Thirty-Nine Weeks Ended

(in millions)

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

Based on estimates at November 27, 2022, total unrecognized compensation expense related to stock-based awards was as follows:

Based on estimates at February 26, 2023, total unrecognized compensation expense related to stock-based awards was as follows:

(in millions, except data in years)

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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:

As of November 27, 2022

As of February 26, 2023

(in millions)

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Derivative assets (a)

Derivative liabilities (a)

Deferred compensation liabilities (b)

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Fair value, net

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

The fair values of our Level 2 derivative assets 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.

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

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

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

1 unchanged sentence

Deferred compensation liabilities are primarily presented within “Other noncurrent liabilities” on our Consolidated Balance Sheets.

At November 27, 2022, we had $ 2,170.0 million of fixed-rate and $ 588.0 million of variable-rate debt outstanding.

At February 26, 2023, we had $ 2,170.0 million of fixed-rate and $ 1,065.7 million of variable-rate debt outstanding.

Based on current market rates, the fair value of our fixed-rate debt was estimated to be $ 1,931.7 million.

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Our Board of Directors authorized a program, with no expiration date, to repurchase up to $ 500.0 million of our common stock.

During the thirteen weeks ended November 27, 2022, there were no share repurchases.

During the twenty-six weeks ended November 27, 2022, we repurchased 404,476 shares for an aggregate purchase price of $ 28.4 million, or a weighted average price of $ 70.11 per share.

As of November 27, 2022, $ 240.6 million remained authorized for repurchase under the program.

During the twenty-six weeks ended November 27, 2022, we paid $ 70.6 million of dividends to our common stockholders.

On December 2, 2022, we paid $ 35.2 million of dividends to stockholders of record as of the close of business on November 4, 2022.

On December 14, 2022 , our Board of Directors declared a dividend of $ 0.28 per share of common stock.

This dividend will be paid on March 3, 2023 , to stockholders of record as of the close of business on February 3, 2023 .

Accumulated Other Comprehensive Income (“AOCI”)

Changes in AOCI, net of taxes, as of November 27, 2022 were as follows:

During the thirteen weeks ended February 26, 2023, we repurchased 124,691 shares for an aggregate purchase price of $ 12.2 million, or a weighted-average price of $ 97.92 per share.

During the thirty-nine weeks ended February 26, 2023, we repurchased 529,167 shares for an aggregate purchase price of $ 40.6 million, or a weighted-average price of $ 76.66 per share.

As of February 26, 2023, $ 228.4 million remained authorized for repurchase under the program.

During the thirty-nine weeks ended February 26, 2023, we paid $ 105.8 million of dividends to our common stockholders.

On March 3, 2023, we paid $ 40.3 million of dividends to stockholders of record as of the close of business on February 3, 2023.

On March 23, 2023 , our Board of Directors declared a dividend of $ 0.28 per share of common stock.

This dividend will be paid on June 2, 2023 , to stockholders of record as of the close of business on May 5, 2023 .

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of taxes, as of February 26, 2023 were as follows:

Post-Retirement

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Other comprehensive income (loss) before reclassifications, net of tax

Amounts reclassified out of AOCI, net of tax

Net current-period other comprehensive income (loss)

Balance as of November 27, 2022

Balance as of February 26, 2023

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

Global, Foodservice, Retail, and Other.

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.

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 informs 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.

Thirteen Weeks Ended

Twenty-Six Weeks Ended

Thirty-Nine Weeks Ended

(in millions)

10 unchanged sentences

(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) Selling, general and administrative expenses for the thirteen and twenty-six weeks ended November 27, 2022 included a net $ 26.5 million gain related to actions taken to mitigate the effect of changes in currency rates on the pending purchase of the remaining ownership interest in LWM, net of other acquisition-related costs.

(d) The thirteen and twenty-six weeks ended November 28, 2021 included 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 our outstanding 4.625 % senior notes due 2024 and 4.875 % senior notes due 2026, and the write-off of $ 13.7 million of previously unamortized debt issuance costs associated with those notes.

(e) E quity method investment earnings (loss) included a $ 136.8 million unrealized loss and a $ 6.3 million unrealized gain for the thirteen weeks ended November 27, 2022 and November 28, 2021, respectively;

and a $ 9.5 million and $ 11.3 million unrealized gain for the twenty-six weeks ended November 27, 2022 and November 28, 2021, respectively, related to mark-to-market adjustments associated with changes in natural gas and electricity derivatives as commodity markets in Europe have experienced significant volatility.

Equity method investment earnings for the twenty-six weeks ended November 27, 2022 also included a $ 15.1 million gain recognized in connection with our acquisition of an additional 40 % interest in our Argentina joint venture, increasing our ownership from 50 % to 90 %.

(c) Selling, general and administrative expenses for the thirteen and thirty-nine weeks ended February 26, 2023 included a net $ 4.3 million gain and a net $ 30.8 million gain, respectively, related to actions taken to mitigate the effect of changes in currency rates on our purchase of the remaining equity interest in LW EMEA, net of other acquisition-related costs.

(d) The thirty-nine weeks ended February 27, 2022 included a loss on the extinguishment of debt of $ 53.3 million, which included an aggregate call premium of $ 39.6 million related to the redemption of our outstanding 4.625 % senior notes due 2024 and 4.875 % senior notes due 2026, and the write-off of $ 13.7 million of previously unamortized debt issuance costs associated with those notes.

(e) E quity method investment earnings (loss) included a $ 47.3 million unrealized loss and a $ 19.3 million unrealized gain for the thirteen weeks ended February 26, 2023 and February 27, 2022, respectively;

and a $ 37.8 million unrealized loss and a $ 30.6 million unrealized gain for the thirty-nine weeks ended February 26, 2023 and February 27, 2022, respectively, related to mark-to-market adjustments associated with changes in natural gas and electricity derivatives as commodity markets in Europe have experienced significant volatility.

Equity method investment earnings for the thirty-nine weeks ended February 26, 2023 also included a $ 15.1 million gain recognized in connection with our acquisition of an additional 40 % equity interest in our Argentina joint venture, increasing our ownership from 50 % to 90 %.

COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS

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These include long-term debt, lease obligations, purchase commitments for goods and services, and legal proceedings.

Except for the agreement to acquire the remaining interest in LWM for consideration of € 525.0 million in cash and € 175.0 million in shares of our common stock discussed in Note 6, Joint Venture Investments, there have been no material changes to the commitments, contingencies, guarantees and legal proceedings disclosed in Note 14, Commitments, Contingencies, Guarantees, and Legal Proceedings, of the Notes to Consolidated Financial Statements in “Part II, Item 8.

Except for our acquisition of the remaining equity interest in LW EMEA as discussed in Note 6, Joint Venture Investments, and the related liabilities assumed from the acquisition, there have been no material changes to the commitments, contingencies, guarantees and legal proceedings disclosed in Note 14, Commitments, Contingencies, Guarantees, and Legal Proceedings, of the Notes to Consolidated Financial Statements in “Part II, Item 8.

Financial Statements and Supplementary Data” of the Form 10-K.

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