Lamb Weston Holdings, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ ​ ​ ​ Reports of Independent Registered Public Accounting Firm (KPMG, LLP, Seattle, WA, PCAOB ID No. 185 ) 46 Consolidated Statements of Earnings for the fiscal years ended May 28, 2023, May 29, 2022, and May 30, 2021 50 Consolidated Statements of Comprehensive Income for the fiscal years ended May 28, 2023, May 29, 2022, and May 30, 2021 51 Consolidated Balance Sheets as of May 28, 2023 and May 29, 2022 52 Consolidated Statements of Stockholders’ Equity for the fiscal years ended May 28, 2023, May 29, 2022, and May 30, 2021 53 Consolidated Statements of Cash Flows for the fiscal years ended May 28, 2023, May 29, 2022, and May 30, 2021 54 Notes to Consolidated Financial Statements 55 ​ ​ 45 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and Board of Directors Lamb Weston Holdings, Inc.: Opinion on the Consolidated Financial Statements ​ We have audited the accompanying consolidated balance sheets of Lamb Weston Holdings, Inc. and subsidiaries (the Company) as of May 28, 2023 and May 29, 2022, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended May 28, 2023, and the related notes and consolidated financial statement schedule (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of May 28, 2023 and May 29, 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended May 28, 2023, in conformity with U.S. generally accepted accounting principles. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of May 28, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated July 25, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion ​ These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter ​ The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ Acquisition date fair value of the previously held equity interest in Lamb Weston EMEA ​ As described in Note 3 to the consolidated financial statements, on February 28, 2023, the Company acquired the remaining 50% interest in Lamb Weston EMEA, increasing the Company’s ownership interest to 100%. As a result of the transaction, the Company remeasured its previously held equity interest at the acquisition date fair value of $634.4 million and recognized a gain of $410.7 million, which is included in equity method investment earnings (loss) in the consolidated statement of earnings. The Company determined the estimated fair value of its previously held equity interest using the market approach, which included a control premium assumption. 46 Table of Contents We identified the evaluation of the acquisition date fair value of the previously held equity interest in Lamb Weston EMEA as a critical audit matter. Specifically, challenging auditor judgment was required to evaluate the control premium used to determine the acquisition date fair value. Additionally, specialized skills and knowledge were required to evaluate the relevance of comparable transactions in a similar industry. ​ The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control over the Company’s determination and selection of the control premium. We performed a sensitivity analysis over the control premium assumption to assess the impact of changes to that assumption on the Company’s determination of fair value. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating: ​ • the relevance of comparable transactions, including the industry and time period of the identified transactions • the control premium by comparing it to relevant publicly available data for comparable transactions. ​ /s/ KPMG LLP ​ We have served as the Company’s auditor since 2016. ​ Seattle, Washington July 25, 2023 ​ 47 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and the Board of Directors Lamb Weston Holdings, Inc.: ​ Opinion on Internal Control Over Financial Reporting ​ We have audited Lamb Weston Holdings, Inc. and subsidiaries' (the Company) internal control over financial reporting as of May 28, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 28, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 28, 2023 and May 29, 2022, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended May 28, 2023, and the related notes and consolidated financial statement schedule (collectively, the consolidated financial statements), and our report dated July 25, 2023 expressed an unqualified opinion on those consolidated financial statements. ​ The Company acquired the remaining interest in Lamb-Weston/Meijer v.o.f. (Lamb Weston EMEA), its joint venture in Europe, during the year ended May 28, 2023, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of May 28, 2023, Lamb Weston EMEA’s internal control over financial reporting associated with 30% of total assets and 7% of total net sales included in the consolidated financial statements of the Company as of and for the year ended May 28, 2023. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Lamb Weston EMEA. ​ Basis for Opinion ​ The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ​ 48 Table of Contents Definition and Limitations of Internal Control Over Financial Reporting ​ A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. ​ Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ /s/ KPMG LLP ​ Seattle, Washington July 25, 2023 49 Table of Contents Lamb Weston Holdings, Inc. Consolidated Statements of Earnings (dollars in millions, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May ​ ​ 2023 ​ 2022 ​ 2021 Net sales ​ $ 5,350.6 ​ $ 4,098.9 ​ $ 3,670.9 Cost of sales ​ ​ 3,918.5 ​ ​ 3,266.9 ​ ​ 2,838.9 Gross profit ​ ​ 1,432.1 ​ ​ 832.0 ​ ​ 832.0 Selling, general and administrative expenses ​ ​ 550.0 ​ ​ 387.6 ​ ​ 357.2 Income from operations ​ ​ 882.1 ​ ​ 444.4 ​ ​ 474.8 Interest expense, net ​ ​ 109.2 ​ ​ 161.0 ​ ​ 118.3 Income before income taxes and equity method earnings ​ 772.9 ​ 283.4 ​ 356.5 Income tax expense ​ ​ 224.6 ​ ​ 71.8 ​ ​ 90.5 Equity method investment earnings (loss) ​ ​ 460.6 ​ ​ ( 10.7 ) ​ ​ 51.8 Net income ​ $ 1,008.9 ​ $ 200.9 ​ $ 317.8 Earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 6.98 ​ $ 1.38 ​ $ 2.17 Diluted ​ $ 6.95 ​ $ 1.38 ​ $ 2.16 Weighted average common shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 144.5 ​ ​ 145.5 ​ ​ 146.4 Diluted ​ ​ 145.2 ​ ​ 145.9 ​ ​ 147.1 ​ See Notes to Consolidated Financial Statements. ​ 50 Table of Contents Lamb Weston Holdings, Inc. Consolidated Statements of Comprehensive Income (dollars in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ Tax ​ ​ ​ ​ ​ ​ ​ Tax ​ ​ ​ ​ ​ ​ ​ Tax ​ ​ ​ ​ ​ Pre-Tax ​ (Expense) ​ After-Tax ​ Pre-Tax ​ (Expense) ​ After-Tax ​ Pre-Tax ​ (Expense) ​ After-Tax ​ ​ Amount Benefit Amount Amount Benefit Amount ​ Amount Benefit Amount Net income ​ $ 1,233.5 ​ $ ( 224.6 ) ​ $ 1,008.9 ​ $ 272.7 ​ $ ( 71.8 ) ​ $ 200.9 ​ $ 408.3 ​ $ ( 90.5 ) ​ $ 317.8 Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized pension and post-retirement benefit obligations gain (loss) ​ 3.4 ​ ( 0.8 ) ​ 2.6 ​ 3.7 ​ ( 0.8 ) ​ 2.9 ​ ( 3.2 ) ​ 0.7 ​ ( 2.5 ) Unrealized currency translation gains (losses) ​ ( 16.6 ) ​ 2.4 ​ ( 14.2 ) ​ ( 51.0 ) ​ 2.1 ​ ( 48.9 ) ​ 76.1 ​ ( 3.8 ) ​ 72.3 Other ​ ​ 0.5 ​ ​ ( 0.1 ) ​ ​ 0.4 ​ ​ 1.2 ​ ​ ( 0.3 ) ​ ​ 0.9 ​ ​ 0.3 ​ ​ ( 0.1 ) ​ ​ 0.2 Comprehensive income ​ $ 1,220.8 ​ $ ( 223.1 ) ​ $ 997.7 ​ $ 226.6 ​ $ ( 70.8 ) ​ $ 155.8 ​ $ 481.5 ​ $ ( 93.7 ) ​ $ 387.8 ​ ​ ​ See Notes to Consolidated Financial Statements. ​ 51 Table of Contents Lamb Weston Holdings, Inc. Consolidated Balance Sheets (dollars in millions, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 28, ​ May 29, ​ 2023 2022 ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents $ 304.8 ​ $ 525.0 Receivables, less allowance for doubtful accounts of $ 2.6 and $ 1.1 ​ 724.2 ​ 447.3 Inventories ​ 932.0 ​ 574.4 Prepaid expenses and other current assets ​ 166.2 ​ 112.9 Total current assets ​ 2,127.2 ​ 1,659.6 Property, plant and equipment, net ​ 2,808.0 ​ 1,579.2 Operating lease assets ​ ​ 146.1 ​ ​ 119.0 Equity method investments ​ ​ 43.5 ​ ​ 257.4 Goodwill ​ 1,040.7 ​ 318.0 Intangible assets, net ​ 110.2 ​ 33.7 Other assets ​ 244.1 ​ 172.9 Total assets ​ $ 6,519.8 ​ $ 4,139.8 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ Short-term borrowings ​ $ 158.5 ​ $ — Current portion of long-term debt and financing obligations ​ ​ 55.3 ​ ​ 32.2 Accounts payable ​ 636.6 ​ 402.6 Accrued liabilities ​ 509.8 ​ 264.3 Total current liabilities ​ 1,360.2 ​ 699.1 Long-term liabilities: ​ ​ ​ ​ ​ ​ Long-term debt and financing obligations, excluding current portion ​ 3,248.4 ​ 2,695.8 Deferred income taxes ​ ​ 252.1 ​ ​ 172.5 Other noncurrent liabilities ​ 247.8 ​ 211.9 Total long-term liabilities ​ ​ 3,748.3 ​ ​ 3,080.2 Commitments and contingencies ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ Common stock of $ 1.00 par value, 600,000,000 shares authorized; 150,293,511 and 148,045,584 shares issued ​ 150.3 ​ 148.0 Treasury stock, at cost, 4,627,828 and 3,974,156 common shares ​ ​ ( 314.3 ) ​ ​ ( 264.1 ) Additional distributed capital ​ ( 558.6 ) ​ ( 813.3 ) Retained earnings ​ 2,160.7 ​ 1,305.5 Accumulated other comprehensive loss ​ ( 26.8 ) ​ ( 15.6 ) Total stockholders’ equity ​ ​ 1,411.3 ​ ​ 360.5 Total liabilities and stockholders’ equity ​ $ 6,519.8 ​ $ 4,139.8 ​ See Notes to Consolidated Financial Statements. ​ 52 Table of Contents ​ Lamb Weston Holdings, Inc. Consolidated Statements of Stockholders’ Equity (dollars in millions, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ Accumulated ​ ​ ​ ​ Common Stock, ​ Common ​ Treasury ​ Paid-in ​ ​ ​ ​ Other ​ Total ​ ​ net of Treasury ​ Stock ​ Stock ​ (Distributed) ​ Retained ​ Comprehensive ​ Stockholders' ​ Shares Amount ​ Amount Capital Earnings Income (Loss) Equity Balance at May 31, 2020 ​ ​ 146,038,893 ​ $ 147.0 ​ $ ( 68.2 ) ​ $ ( 862.9 ) ​ $ 1,064.6 ​ $ ( 40.5 ) ​ $ 240.0 Dividends declared, $ 0.93 per share ​ ​ — ​ — ​ — ​ — ​ ( 136.2 ) ​ — ​ ​ ( 136.2 ) Common stock issued ​ ​ 646,881 ​ ​ 0.6 ​ ​ — ​ ​ 3.5 ​ ​ — ​ ​ — ​ ​ 4.1 Stock-settled, stock-based compensation expense ​ ​ — ​ ​ — ​ — ​ 20.6 ​ — ​ — ​ ​ 20.6 Repurchase of common stock and common stock withheld to cover taxes ​ ​ ( 493,910 ) ​ ​ — ​ ​ ( 36.1 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 36.1 ) Other ​ ​ — ​ — ​ — ​ 2.0 ​ ( 1.6 ) ​ — ​ ​ 0.4 Comprehensive income ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 317.8 ​ ​ 70.0 ​ ​ 387.8 Balance at May 30, 2021 ​ ​ 146,191,864 ​ $ 147.6 ​ $ ( 104.3 ) ​ $ ( 836.8 ) ​ $ 1,244.6 ​ $ 29.5 ​ $ 480.6 Dividends declared, $ 0.96 per share ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 139.3 ) ​ ​ — ​ ​ ( 139.3 ) Common stock issued ​ ​ 404,952 ​ ​ 0.4 ​ ​ — ​ ​ 1.5 ​ ​ — ​ ​ — ​ ​ 1.9 Stock-settled, stock-based compensation expense ​ ​ — ​ ​ — ​ ​ — ​ ​ 21.3 ​ ​ — ​ ​ — ​ ​ 21.3 Repurchase of common stock and common stock withheld to cover taxes ​ ​ ( 2,525,388 ) ​ ​ — ​ ​ ( 159.8 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 159.8 ) Other ​ ​ — ​ ​ — ​ ​ — ​ ​ 0.7 ​ ​ ( 0.7 ) ​ ​ — ​ ​ — Comprehensive income ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 200.9 ​ ​ ( 45.1 ) ​ ​ 155.8 Balance at May 29, 2022 ​ ​ 144,071,428 ​ $ 148.0 ​ $ ( 264.1 ) ​ $ ( 813.3 ) ​ $ 1,305.5 ​ $ ( 15.6 ) ​ $ 360.5 Dividends declared, $ 1.05 per share ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 151.6 ) ​ ​ — ​ ​ ( 151.6 ) Common stock issued ​ ​ 2,247,927 ​ ​ 2.3 ​ ​ — ​ ​ 196.7 ​ ​ — ​ ​ — ​ ​ 199.0 Stock-settled, stock-based compensation expense ​ ​ — ​ ​ — ​ ​ — ​ ​ 38.5 ​ ​ — ​ ​ — ​ ​ 38.5 Repurchase of common stock and common stock withheld to cover taxes ​ ​ ( 653,672 ) ​ ​ — ​ ​ ( 50.2 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 50.2 ) Other ​ ​ — ​ ​ — ​ ​ — ​ ​ 19.5 ​ ​ ( 2.1 ) ​ ​ — ​ ​ 17.4 Comprehensive income ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,008.9 ​ ​ ( 11.2 ) ​ ​ 997.7 Balance at May 28, 2023 ​ ​ 145,665,683 ​ $ 150.3 ​ $ ( 314.3 ) ​ $ ( 558.6 ) ​ $ 2,160.7 $ ( 26.8 ) $ 1,411.3 ​ ​ See Notes to Consolidated Financial Statements. ​ 53 Table of Contents Lamb Weston Holdings, Inc. Consolidated Statements of Cash Flows (dollars in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May ​ ​ 2023 ​ 2022 ​ 2021 Cash flows from operating activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 1,008.9 ​ $ 200.9 ​ $ 317.8 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization of intangibles and debt issuance costs ​ ​ 222.8 ​ ​ 192.1 ​ ​ 187.8 Loss on extinguishment of debt ​ ​ — ​ ​ 53.3 ​ ​ 1.0 Stock-settled, stock-based compensation expense ​ ​ 38.5 ​ ​ 21.3 ​ ​ 20.6 Gain on acquisition of interests in joint ventures ​ ​ ( 425.8 ) ​ ​ — ​ ​ — Equity method investment earnings in excess of distributions ​ ​ ( 35.7 ) ​ ​ 29.9 ​ ​ ( 33.0 ) Deferred income taxes ​ ​ 0.4 ​ ​ 13.5 ​ ​ 3.8 Foreign currency remeasurement (gain) loss ​ ​ ( 21.7 ) ​ ​ 0.5 ​ ​ ( 0.5 ) Other ​ ​ 23.9 ​ ​ ( 7.0 ) ​ ​ 10.7 Changes in operating assets and liabilities, net of acquisitions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Receivables ​ ​ ( 53.6 ) ​ ​ ( 76.3 ) ​ ​ ( 21.0 ) Inventories ​ ​ ( 125.1 ) ​ ​ ( 63.0 ) ​ ​ ( 22.0 ) Income taxes payable/receivable, net ​ ​ ( 12.3 ) ​ ​ 11.6 ​ ​ ( 3.3 ) Prepaid expenses and other current assets ​ ​ 1.8 ​ ​ ( 6.8 ) ​ ​ ( 4.9 ) Accounts payable ​ ​ 83.1 ​ ​ 16.5 ​ ​ 104.7 Accrued liabilities ​ ​ 56.5 ​ ​ 32.1 ​ ​ ( 9.0 ) Net cash provided by operating activities ​ $ 761.7 ​ $ 418.6 ​ $ 552.7 Cash flows from investing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions to property, plant and equipment ​ ​ ( 654.0 ) ​ ​ ( 290.1 ) ​ ​ ( 147.2 ) Additions to other long-term assets ​ ​ ( 82.0 ) ​ ​ ( 16.3 ) ​ ​ ( 16.1 ) Acquisition of interests in joint ventures, net ​ ​ ( 610.4 ) ​ ​ — ​ ​ — Other ​ ​ 5.5 ​ ​ ( 4.1 ) ​ ​ 0.8 Net cash used for investing activities ​ $ ( 1,340.9 ) ​ $ ( 310.5 ) ​ $ ( 162.5 ) Cash flows from financing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from issuance of debt ​ ​ 529.5 ​ ​ 1,676.1 ​ ​ — Repayments of debt and financing obligations ​ ​ ( 32.6 ) ​ ​ ( 1,698.1 ) ​ ​ ( 305.5 ) Dividends paid ​ ​ ( 146.1 ) ​ ​ ( 138.4 ) ​ ​ ( 135.3 ) Repurchase of common stock and common stock withheld to cover taxes ​ ​ ( 51.6 ) ​ ​ ( 158.4 ) ​ ​ ( 36.1 ) Payments of senior notes call premium ​ ​ — ​ ​ ( 39.6 ) ​ ​ — Proceeds (repayments) of short-term borrowings, net ​ 41.4 ​ — ​ ( 498.8 ) Other ​ ​ 0.2 ​ ​ ( 5.0 ) ​ ​ 1.7 Net cash provided by (used for) financing activities ​ $ 340.8 ​ $ ( 363.4 ) ​ $ ( 974.0 ) Effect of exchange rate changes on cash and cash equivalents ​ ​ 18.2 ​ ​ ( 3.2 ) ​ ​ 3.3 Net decrease in cash and cash equivalents ​ ( 220.2 ) ​ ( 258.5 ) ​ ( 580.5 ) Cash and cash equivalents, beginning of period ​ ​ 525.0 ​ ​ 783.5 ​ ​ 1,364.0 Cash and cash equivalents, end of period ​ $ 304.8 ​ $ 525.0 ​ $ 783.5 ​ See Notes to Consolidated Financial Statements. ​ ​ 54 Table of Contents Notes to Consolidated Financial Statements ​ 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ​ Lamb Weston Holdings, Inc. (“we,” “us,” “our,” the “Company,” or “Lamb Weston”) is a leading global producer, distributor, and marketer of value-added frozen potato products and is headquartered in Eagle, Idaho. We have four reportable segments: Global, Foodservice, Retail, and Other. ​ Basis of Presentation ​ These Consolidated Financial Statements present the financial results of Lamb Weston for the fiscal years ended May 28, 2023, May 29, 2022, and May 30, 2021 (“fiscal 2023, 2022, and 2021”), and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”). The fiscal year of Lamb Weston ends the last Sunday in May. The fiscal years for the Consolidated Financial Statements presented consist of 52 -week periods. ​ The financial statements include all adjustments (consisting only of normal recurring adjustments) that we consider necessary for a fair presentation of such financial statements. Our consolidated financial statements include the accounts of Lamb Weston and all of our majority-owned subsidiaries. Intercompany investments, accounts, and transactions have been eliminated. ​ Certain amounts in the prior period consolidated financial statements have been reclassified to conform with the current period presentation. ​ The equity method of accounting is applied for investments when the Company has significant influence over the investee’s operations, or when the investee is structured with separate capital accounts and our investment is considered more than minor. Our equity method investments are described in Note 4, Joint Venture Investments. ​ Use of Estimates ​ The preparation of the consolidated financial statements in conformity with GAAP requires us to make certain estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. On an ongoing basis, we evaluate our estimates, including but not limited to those related to the measurement of assets acquired and the liabilities assumed based on fair value at the acquisition date, provisions for income taxes, estimates of sales incentives and trade promotion allowances. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates will be reflected in the consolidated financial statements in future periods. ​ Revenue from Contracts with Customers ​ Generally, we recognize revenue on a point-in-time basis when the customer takes title to the product and assumes the risks and rewards for the product. However, for customized products, which are products manufactured to customers’ unique specifications, we recognize revenue over time, utilizing an output method, which is generally as the products are produced. This is because once a customized product is manufactured pursuant to a purchase order, we have an enforceable right to payment for that product. Our Global segment sells the majority of our customized products, for which revenue is recognized when a purchase order is received to the extent the product has been manufactured, as opposed to sales of non-customized products, for which revenue is generally recognized upon shipment. As a result, the timing of the receipt of a purchase order may create quarterly fluctuations in this segment. ​ The nature of our contracts varies based on the business, customer type, and region; however, in all instances it is our customary business practice to receive a valid order from the customer, in which each party’s rights and related payment terms are clearly identifiable. Our payment terms are consistent with industry standards and generally include 55 Table of Contents early pay discounts. Amounts billed and due from customers are short-term in nature and are classified as receivables, since payments are unconditional and only the passage of time is required before payments are due. As of May 28, 2023, and May 29, 2022, we had $ 146.9 million and $ 122.7 million, respectively, of unbilled receivables for customized products for which we have accelerated the recognition of revenue and recorded the amounts in “Receivables” on our Consolidated Balance Sheets. We generally do not offer financing to our customers. We also do not provide a general right of return. However, customers may seek to return defective or non-conforming products. Following a customer return, we may offer remedies, including cash refunds, credit towards future purchases, or product replacement. As a result, customers’ right of return and related refund or product liabilities are estimated and recorded as reductions in revenue. ​ We have contract terms that give rise to variable consideration including, but not limited to, discounts, coupons, rebates, and volume-based incentives. We estimate volume rebates based on the most likely amount method outlined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers . We estimate early payment discounts and other customer trade incentives based principally on historical sales and coupon utilization and redemption rates, influenced by judgments about current market conditions such as competitive activity in specific product categories, which is consistent with the expected value method outlined in ASC 606. We have concluded that these methods result in the best estimate of the consideration we are entitled to from our customers. Because of the complexity of some of these trade promotions, however, the ultimate resolution may result in payments that are materially different from our estimates. As additional information becomes known, we may change our estimates. At May 28, 2023 and May 29, 2022, we had $ 86.1 million and $ 41.2 million, respectively, of sales incentives and trade promotions payable recorded in “Accrued liabilities” on our Consolidated Balance Sheets. ​ We have elected to present all sales taxes on a net basis, account for shipping and handling activities as fulfillment activities, recognize the incremental costs of obtaining a contract as expense when incurred if the amortization period of the asset we would recognize is one year or less, and not record interest income or interest expense when the difference in timing of control or transfer and customer payment is one year or less. ​ Advertising and Promotion ​ Advertising and promotion expenses totaled $ 34.4 million, $ 18.9 million, and $ 17.8 million in fiscal 2023, 2022, and 2021, respectively, and are included in “Selling, general and administrative expenses” in the Consolidated Statements of Earnings as the expenses are incurred. ​ Research and Development ​ Research and development costs are expensed as incurred and totaled $ 17.2 million, $ 16.2 million, and $ 12.9 million in fiscal 2023, 2022, and 2021, respectively, and are included in “Selling, general and administrative expenses” in the Consolidated Statements of Earnings. ​ Stock-Based Compensation ​ Compensation expense resulting from all stock-based compensation transactions is measured and recorded in the consolidated financial statements based on the grant date fair value of the equity instruments issued. Compensation expense is recognized over the period the employee or non-employee director provides service in exchange for the award. See Note 10, Stock-Based Compensation, for additional information. ​ 56 Table of Contents Pension and Post-Retirement Benefits ​ Certain U.S. employees covered by collective bargaining agreements are covered by defined benefit pension plans. We make pension plan contributions that are sufficient to fund our actuarially determined costs, generally equal to the minimum amounts required by the Employee Retirement Income Security Act of 1974, as amended. From time to time, we may make discretionary contributions based on the funded status of the plans, tax deductibility, income from operations, and other factors. In fiscal 2023 and 2022, we made $ 2.0 million of discretionary contributions to our qualified plan. There are no minimum required contributions in fiscal 2024, however, in July 2023, we made a $ 2.5 million discretionary contribution to our qualified pension plan. ​ We also have a nonqualified defined benefit pension plan that provides unfunded supplemental retirement benefits to certain U.S. executives. This plan is closed to new participants and pension benefit accruals are frozen for active participants. ​ Our pension benefit obligations and post-retirement benefit obligations, and the related costs, are calculated using actuarial concepts. The measurement of such obligations and expenses requires that certain assumptions be made regarding several factors, most notably including the discount rate and the expected rate of return on plan assets. We evaluate these assumptions on an annual basis. The funded status of our plans are based on company contributions, benefit payments, the plan asset investment return, the discount rate used to measure the liability, and expected participant longevity. The benefit obligations of the plans exceeded the assets by $ 9.3 million and $ 11.0 million for the pension plan and $ 4.3 million and $ 5.5 million for the other post-retirement benefit plan for the years ended May 28, 2023 and May 29, 2022, respectively. We recognize the unfunded status of these plans in “Other noncurrent liabilities” on the Consolidated Balance Sheets, and we recognize changes in funded status in the year changes occur through the Consolidated Statements of Comprehensive Income. Net periodic benefit costs were $ 2.5 million, $ 2.7 million, and $ 3.8 million in fiscal 2023, 2022, and 2021, respectively. ​ Participants that do not actively participate in a pension plan are eligible to participate in defined contribution savings plans with employer matching provisions. Eligible U.S. employees participate in a contributory defined contribution plan (“the 401(k) Plan”), which permits participants to make contributions by salary reduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended. Regardless of employee participation level, we generally provide a 3 % contribution to the 401(k) Plan. In addition to this, we will generally match 100 % of the first 6 % of the participating employee’s contribution election to the 401(k) Plan. The Plan’s matching contributions have a five-year graded vesting with 20 % vesting each year. We made employer-matching contributions of $ 38.7 million, $ 30.5 million, and $ 28.8 million in fiscal 2023, 2022, and 2021, respectively. ​ We sponsor a non-qualified deferred compensation savings plan that permits eligible U.S. employees to continue to make deferrals and receive company matching contributions when their contributions to the 401(k) Plan are stopped due to limitations under U.S. tax law. In addition, we sponsor a non-qualified deferred compensation plan for non-employee directors that allow directors to defer their cash compensation and stock awards. Both deferred compensation plans are unfunded nonqualified defined contribution plans. Participant deferrals and company matching contributions (for the employee deferred compensation plan only) are not invested in separate trusts, but are paid directly from our general assets at the time benefits become due and payable. At May 28, 2023 and May 29, 2022, we had $ 22.6 million and $ 21.6 million, respectively, of liabilities attributable to participation in our deferred compensation plans recorded on our Consolidated Balance Sheets. ​ Cash and Cash Equivalents ​ Cash and all highly liquid investments with an original maturity of three months or less at the date of acquisition are classified as cash and cash equivalents and stated at cost, which approximates market value. We maintain various banking relationships with high quality financial institutions, and we invest available cash in money market funds that are backed by U.S. Treasury securities and can be redeemed without notice. ​ 57 Table of Contents Trade Accounts Receivable and Allowance for Doubtful Accounts ​ Trade accounts receivable are stated at the amount we expect to collect based on our past experience, as well as reliance on the Perishable Agricultural Commodities Act, which was enacted to help promote fair trade in the fruit and vegetable industry by establishing a code of fair business practices. The collectability of our accounts receivable is based upon a combination of factors. In circumstances where a specific customer is unable to meet its financial obligations (e.g., bankruptcy filings, substantial downgrading of credit sources), a specific reserve for bad debts is recorded against amounts due to the Company to reduce the net recorded receivable to the amount that we reasonably believe will be collected. For all other customers, reserves for bad debts are recognized based on forward-looking information to assess expected credit losses. If collection experience deteriorates, the estimate of the recoverability of amounts due could be reduced. We periodically review our allowance for doubtful accounts and adjustments to the valuation allowance are recorded as income or expense in “Selling, general and administrative expenses” in our Consolidated Statements of Earnings. Trade accounts receivable balances that remain outstanding after we have used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. ​ Inventories ​ 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: materials, labor, and manufacturing overhead. Inventories are reduced to net realizable value after consideration of excess, obsolete, and unsaleable inventories based on quantities on hand and estimated future usage and sales. The components of inventories were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ May 28, ​ May 29, (in millions) ​ 2023 2022 Raw materials and packaging ​ $ 145.7 $ 96.1 Finished goods ​ 708.3 426.5 Supplies and other ​ 78.0 51.8 Inventories ​ $ 932.0 $ 574.4 ​ Leased Assets ​ Leases consist of real property and machinery and equipment. Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of the lease payments over the lease term. Our leases may include options to extend or terminate these leases. These options to extend are included in the lease term when it is reasonably certain that we will exercise that option. Some leases have variable payments, however, because they are not based on an index or rate, they are not included in lease assets and liabilities. Variable payments for leases of land and buildings primarily relate to common area maintenance, insurance, taxes, and utilities. Variable payments for equipment, vehicles, and leases within supply agreements primarily relate to usage, repairs, and maintenance. As the implicit rate is not readily determinable for most of our leases, we use an incremental borrowing rate to determine the initial present value of lease payments over the lease terms on a collateralized basis over a similar term, which is based on market and company specific information. This rate is updated quarterly for measurement of new lease liabilities. Assets and liabilities related to leases having a lease term of twelve months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the term of the lease. In addition, we account for lease and non-lease components as a single lease component for all of our leases. See Note 9, Leases, for more information. 58 Table of Contents Property, Plant and Equipment ​ Property, plant and equipment are recorded at cost. Cost includes expenditures for major improvements and replacements and the amount of interest cost associated with significant capital additions. The amount of interest capitalized from construction in progress was $ 17.5 million, $ 6.0 million, and $ 1.9 million in fiscal 2023, 2022, and 2021, respectively. Construction in progress does not include deposits made on equipment, materials, and services yet to be received. As of May 28, 2023 and May 29, 2022, deposits for construction in progress were $ 30.5 million and $ 57.8 million, respectively, and were recorded in “Other assets” on our Consolidated Balance Sheets. Repairs and maintenance costs are expensed as incurred. The components of property, plant and equipment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ May 28, ​ May 29, (in millions) ​ 2023 2022 Land and land improvements ​ $ 163.2 ​ $ 114.1 Buildings, machinery and equipment ​ 3,524.3 ​ 2,919.0 Furniture, fixtures, office equipment and other ​ 177.5 ​ 92.1 Construction in progress ​ 818.8 ​ 156.1 Property, plant and equipment, at cost ​ 4,683.8 ​ 3,281.3 Less accumulated depreciation ​ ( 1,875.8 ) ​ ( 1,702.1 ) Property, plant and equipment, net ​ $ 2,808.0 ​ $ 1,579.2 ​ Depreciation is computed on a straight-line basis over the estimated useful lives of the respective classes of assets as follows: ​ ​ ​ ​ Land improvements 1 - 30 years Buildings 10 - 40 years Machinery and equipment ​ 5 - 20 years Furniture, fixtures, office equipment, and other ​ 3 - 15 years ​ We recorded $ 211.3 million, $ 181.5 million, and $ 177.7 million of depreciation expense in fiscal 2023, 2022, and 2021, respectively. At May 28, 2023 and May 29, 2022, purchases of property, plant and equipment included in accounts payable were $ 82.6 million and $ 38.3 million, respectively. ​ Long-Lived Asset Impairment ​ We review long-lived assets for impairment upon the occurrence of events or changes in circumstances which indicate that the carrying amount of the assets may not be fully recoverable, measured by comparing their net book value to the undiscounted projected future cash flows generated by their use. Impaired assets are recorded at their estimated fair value. ​ Goodwill and Other Identifiable Intangible Assets ​ We perform an annual impairment assessment of goodwill at the reporting unit level in the fourth quarter of each year, or more frequently if indicators of potential impairment exist. We have an option to evaluate goodwill for impairment by first performing a qualitative assessment of events and circumstances to determine whether it is more likely than not that the fair value of a reporting until is less than its carrying amount. If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amounts, then a quantitative goodwill impairment test is not required to be performed. The quantitative assessment requires us to estimate the fair value of our reporting units using a weighted approach based on discounted future cash flows, market multiples and transaction multiples. If the carrying amount of the reporting units is in excess of their estimated fair value, the reporting unit will record an impairment charge by the amount that the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ​ 59 Table of Contents We amortize intangible assets with finite lives over their estimated useful life. We perform a review of significant finite-lived identified intangible assets to determine whether facts and circumstances indicate that the carrying amount may not be recoverable. These reviews can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our forecasts for our products lines. ​ See Note 6, Goodwill and Other Identifiable Intangible Assets, for additional information. ​ Fair Values of Financial Instruments ​ When determining fair value, we consider the principal or most advantageous market in which we would transact, as well as assumptions that market participants would use when pricing the asset or liability. ​ The three levels of inputs that may be used to measure fair value are: ​ Level 1—Quoted market prices in active markets for identical assets or liabilities. We evaluate security-specific market data when determining whether a market is active. ​ Level 2—Observable market-based inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. ​ Level 3—Unobservable inputs for the asset or liability reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability. ​ See Note 11, Fair Value Measurements, for additional information. ​ Foreign Currency ​ Most of our foreign subsidiaries use the local currency of their respective countries as their functional currency. Assets and liabilities are translated at exchange rates prevailing at the balance sheet dates. Revenues and expenses are translated into U.S. dollars using daily and monthly average exchange rates. Gains and losses resulting from the translation of Consolidated Balance Sheets are recorded as a component of “Accumulated other comprehensive income (loss).” ​ Foreign currency transactions resulted in a gain of $ 19.7 million, a loss of $ 3.3 million, and a gain of $ 1.3 million in fiscal 2023, 2022, and 2021, respectively. These amounts were recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Earnings. ​ Derivative Financial Instruments ​ We use derivatives and other financial instruments to hedge a portion of our commodity and interest rate risks. We do not hold or issue derivatives and other financial instruments for trading purposes. Derivative instruments are reported in our Consolidated Balance Sheets at their fair values, unless the derivative instruments qualify for the normal purchase normal sale exception (“NPNS”) under GAAP and such exception has been elected. If the NPNS exception is elected, the fair values of such contracts are not recognized. Changes in derivative instrument values are recognized in “Cost of sales” in our Consolidated Statements of Earnings. We do not designate commodity derivatives to achieve hedge accounting treatment. ​ Income Taxes ​ We recognize current tax liabilities and assets based on an estimate of taxes payable or refundable in the current year for each of the jurisdictions in which we transact business. As part of the determination of our current tax liability, management exercises judgment in evaluating positions taken in the tax returns. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. 60 Table of Contents ​ We also recognize deferred tax assets and liabilities for the estimated future tax effects attributable to temporary differences (e.g., the difference in book basis versus tax basis of fixed assets resulting from differing depreciation methods). Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are remeasured to reflect new tax rates in the periods rate changes are enacted. If appropriate, we recognize valuation allowances to reduce deferred tax assets to amounts that are more likely than not to be ultimately realized, based on our assessment of estimated future taxable income. ​ See Note 5, Income Taxes, for more information. ​ New and Recently Issued Accounting Pronouncements ​ There were no accounting pronouncements recently issued that had or are expected to have a material impact on our financial statements. ​ ​ 2. EARNINGS PER SHARE ​ The following table sets forth the computation of basic and diluted earnings per common share for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May (in millions, except per share amounts) 2023 ​ 2022 ​ 2021 Numerator: ​ ​ ​ Net income ​ $ 1,008.9 ​ $ 200.9 ​ $ 317.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ Basic weighted average common shares outstanding ​ 144.5 ​ 145.5 ​ 146.4 Add: Dilutive effect of employee incentive plans (a) ​ 0.7 ​ 0.4 ​ 0.7 Diluted weighted average common shares outstanding ​ 145.2 ​ 145.9 ​ 147.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 6.98 ​ $ 1.38 ​ $ 2.17 Diluted ​ $ 6.95 ​ $ 1.38 ​ $ 2.16 (a) Potential 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 May 28, 2023, an insignificant number of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive. As of May 29, 2022 and May 30, 2021, we did no t have any stock-based awards that were antidilutive . ​ 3. ACQUISITIONS ​ On July 5, 2022, we acquired an additional 40 % equity interest in Lamb Weston Alimentos Modernos S.A. (“LWAMSA”), which increased our total equity ownership from 50 % to 90 % , and on February 28, 2023, we purchased the remaining 50 % equity interest in Lamb-Weston/Meijer v.o.f. (“LW EMEA”), and now own 100 %. After the acquisitions, we began consolidating the results of operations in our Global segment in our fiscal first and fourth quarters, respectively. Prior to the acquisitions, the results of each of LWAMSA and LW EMEA were recorded in “Equity method investment earnings (loss).” ​ 61 Table of Contents We recorded the assets and liabilities of both acquisitions at fair value based on a market approach. We remeasured our initial equity interests at fair value, after considering control premiums in our industry, which are unobservable inputs, or Level 3, in the fair value hierarchy. The purchase price allocation for LWAMSA is complete while the LW EMEA purchase price allocation is preliminary. We estimated the provisional fair value of the assets acquired and liabilities assumed of LW EMEA and its subsidiaries as of the acquisition date. These provisional amounts could change as additional information becomes available for contingent consideration; property, plant and equipment; intangible assets; and residual goodwill while appraisal reports are finalized . ​ Fiscal 2023 net income included $ 371.7 million of after-tax ( $ 420.6 million before tax) net gains related to the acquisitions, as follows: a. $ 379.5 million after-tax ( $ 425.8 million before tax) non-cash gain recorded in “Equity method investment earnings.” b. $ 20.0 million of after-tax ( $ 27.0 million before tax) costs related to the step-up and sale of inventory recorded in “Cost of sales.” c. $ 12.2 million of after-tax ( $ 21.8 million before tax) net gain from acquisition-related expenses (foreign currency gain related to actions taken to mitigate the effect of changes in currency rates on the purchase price, net of advisory, legal, valuation and other professional or consulting expenses). ​ LWAMSA ​ The LWAMSA purchase price consisted of $ 42.3 million in cash. We recorded LWAMSA’s assets and liabilities at fair value, which included remeasuring our initial equity interest at fair value. 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, and therefore LWAMSA is not included in our unaudited pro forma information presented below. ​ As of May 28, 2023, total LWAMSA interest not directly attributable to Lamb Weston was $ 8.2 million and was recorded in “Additional distributed capital” on our Consolidated Balance Sheet. For the fiscal year ended May 28, 2023, the net income attributable to noncontrolling interest was not significant and was recorded in “Selling, general and administrative expenses” in our Consolidated Statements of Earnings. ​ LW EMEA ​ The total consideration for our acquisition of the remaining interest in LW EMEA (“the LW EMEA Acquisition”) was $ 1,447.5 million, which consisted of € 531.6 million ($ 564.0 million) in cash, which excluded settlement of pre-existing relationships of $ 32.3 million and cash held by LW EMEA of $ 28.2 million, and 1,952,421 shares of our common stock ($ 197.3 million on the acquisition date). The total consideration also included $ 634.4 million for the fair value of our initial equity investment and $ 51.8 million of other non-cash consideration (the majority being settlement of preexisting relationships). We recorded LW EMEA’s assets and liabilities at fair value. ​ In fiscal 2023, LW EMEA contributed $ 364.0 million of net sales and a $ 13.6 million loss from operations, which included $ 45.7 million of acquisition-related items ($ 27.0 million before tax expenses related to the sale of inventory stepped up in the acquisition and $ 18.7 million of derivative losses , before taxes). We do not allocate interest expense and taxes to the acquired operations and therefore, the post-acquisition net earnings are not discernible. As of May 28, 2023, total LW EMEA interest not directly attributable to Lamb Weston was $ 9.1 million and represented LW EMEA’s 75 percent ownership in a production facility in Austria, and was recorded in “Additional distributed capital” on our Consolidated Balance Sheet. For the fiscal year ended May 28, 2023, the net loss attributable to noncontrolling interest was not significant and was recorded in “Selling, general and administrative expenses” in our Consolidated Statements of Earnings. ​ 62 Table of Contents We have substantially completed our estimates of fair value of assets acquired and liabilities assumed. Our estimates are subject to revisions, which may result in adjustments to the preliminary values discussed below. The total purchase price consideration was allocated to the net assets acquired based upon their respective estimated fair values as follows: ​ ​ ​ ​ ​ ​ ​ ​ (in millions) ​ ​ ​ Cash and cash equivalents ​ $ 28.2 Receivables ​ 221.5 Inventories ​ 222.1 Prepaid expenses and other current assets ​ 41.4 Property, plant and equipment (a) ​ 629.1 Goodwill (b) ​ 644.9 Intangible assets (c) ​ ​ 80.0 Other assets ​ ​ 29.6 Assets acquired ​ $ 1,896.8 ​ ​ ​ ​ Accounts payable ​ ​ ( 62.2 ) Accrued liabilities ​ ​ ( 164.0 ) Short-term borrowings ​ ​ ( 108.2 ) Deferred income taxes ​ ​ ( 19.2 ) Long-term debt ​ ​ ( 78.0 ) Other non-current liabilities ​ ​ ( 17.7 ) Liabilities assumed ​ $ ( 449.3 ) ​ ​ ​ ​ Net assets acquired ​ $ 1,447.5 (a) Property, plant and equipment acquired are being depreciated on a straight-line basis over their estimated remaining lives, which range from 1 to 30 years . ​ (b) Goodwill is calculated as the excess of the purchase price over the fair values of the identifiable net assets acquired and recorded in our Global segment. The goodwill is primarily attributable to future growth opportunities in Europe, the Middle East, and Africa. For tax purposes, the acquisition of the remaining LW EMEA interest was treated as a stock acquisition and is not deductible for tax purposes. For more information, see Note 5, Income Taxes, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of this Form 10-K. ​ (c) Intangible assets include customer relationships which have estimated useful lives of 15 years . Based on the carrying value of these finite-lived assets as of May 28, 2023, amortization expense for each of the next five years is estimated to be approximately $ 5.0 million. ​ The following unaudited pro forma financial information presents the combined results of operations as if we had acquired the remaining interest of LW EMEA on May 31, 2021. These unaudited pro forma results are included for informational purposes only and do not purport to represent what the combined companies’ results of operations would have been had the acquisition occurred on that date, nor are they necessarily indicative of future results of operations. They also do not reflect any cost savings, operational synergies, or revenue enhancements that we may achieve or the costs necessary to achieve those cost savings, operational synergies, revenue enhancements, or integration efforts. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May Unaudited Pro Forma Information (in millions) ​ 2023 ​ 2022 Net sales ​ $ 6,264.0 ​ $ 5,131.4 Net income (a) (b) ​ ​ 644.9 ​ ​ 500.4 (a) The fiscal 2023 and 2022 unaudited pro forma financial information has been adjusted to give effect to adjustments that are directly related to the acquisition and factually supportable. These adjustments include, but are not limited to, the application of our accounting policies; elimination of related party transactions; depreciation and amortization related to fair value adjustments to property, plant, and equipment and intangible assets; and interest expense on acquisition-related debt. 63 Table of Contents ​ (b) The fiscal 2023 unaudited pro forma net income was also adjusted to exclude a $ 410.7 million ( $ 364.4 million after-tax) non-cash gain related to the LW EMEA Acquisition, $ 27.0 million ( $ 20.0 million after-tax) of acquisition inventory step-up expense and a $ 21.8 million ( $ 12.2 million after-tax) gain from acquisition-related expenses (foreign currency gain related to actions taken to mitigate the effect of changes in currency rates on the purchase price, net of advisory, legal, valuation and other professional or consulting expenses). These items were included in fiscal 2022 unaudited pro forma net income, along with a non-cash impairment charge of $ 62.7 million (before and after-tax) related to LW EMEA’s withdrawal from its joint venture in Russia. ​ 4. JOINT VENTURE INVESTMENTS ​ In fiscal 2023, we purchased additional equity interests in LW EMEA and LWAMSA, and began consolidating financial results in our consolidated financial statements. Prior to acquiring these incremental equity interests, we accounted for these investments under the equity method of accounting. LW EMEA has a 75 percent ownership interest in a joint venture that owns a production facility in Austria, which is included in our consolidated results. For more information, see Note 3, Acquisitions. At May 28, 2023, Lamb-Weston/RDO Frozen (“Lamb Weston RDO”), our joint venture with RDO Frozen Co., was the only equity method potato processing joint venture accounted for under the equity method of accounting. ​ Our equity method investments were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 28, 2023 ​ May 29, 2022 ​ ​ Carrying ​ Ownership ​ Carrying ​ Ownership (in millions) ​ Value ​ Interest ​ Value ​ Interest LW EMEA ​ $ — ​ ​ 100 % ​ $ 211.2 ​ ​ 50 % LWAMSA ​ — ​ ​ 90 % ​ ​ 26.1 ​ ​ 50 % Lamb Weston RDO ​ 43.1 ​ ​ 50 % ​ ​ 19.4 ​ ​ 50 % Other ​ 0.4 ​ ​ 50 % ​ ​ 0.7 ​ ​ 50 % ​ ​ $ 43.5 ​ ​ ​ ​ $ 257.4 ​ ​ ​ ​ ​ Summarized combined financial information for our equity method investments was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May (in millions) 2023 (a) 2022 ​ 2021 Net sales ​ $ 1,122.3 $ 1,333.8 ​ $ 1,169.5 Gross profit ​ 237.0 203.8 ​ ​ 196.5 Income from operations ​ 83.3 106.9 ​ ​ 97.5 Net income (loss) (b) ​ ​ 70.1 ​ ​ ( 21.4 ) ​ ​ 103.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 28, May 29, (in millions) 2023 (c) 2022 Current assets ​ $ 98.8 $ 557.3 Noncurrent assets ​ 108.3 487.1 Current liabilities ​ ​ 55.1 374.9 Noncurrent liabilities ​ ​ 64.1 170.3 (a) The fiscal 2023 financial information includes the financial results for the parts of the fiscal year when LW EMEA and LWAMSA were being accounted for as unconsolidated joint ventures. ​ (b) In fiscal 2022, LW EMEA recorded a $ 125.4 million charge to write-off its net investment in its former joint venture in Russia, which is included in the fiscal 2022 net loss and the current and noncurrent assets and liabilities. Our portion of the non-cash impairment charge was $ 62.7 million. ​ (c) Reflects Lamb Weston RDO only. ​ 64 Table of Contents We made the following sales to and purchases from our equity method affiliates, primarily for finished products sold to or purchased from our joint ventures. We also provided services, such as sales and marketing services, to our joint ventures that are recorded as a reduction to “Selling, general and administrative expenses” in our Consolidated Statements of Earnings. We also received dividends. The following table summarizes the activity with all our equity method affiliates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May (in millions) ​ 2023 (a) ​ 2022 ​ 2021 Sales ​ $ 22.2 ​ $ 14.3 ​ $ 15.3 Purchases ​ 42.9 ​ ​ 21.0 ​ ​ 5.2 Services provided ​ ​ 18.4 ​ ​ 15.6 ​ ​ 19.3 Dividends received ​ — ​ ​ 19.2 ​ ​ 18.8 ​ (a) The fiscal 2023 financial information includes the financial results for the part of the fiscal year when LW EMEA and LWAMSA were accounted for as unconsolidated joint ventures. ​ As of May 28, 2023 and May 29, 2022, we had receivables included in “Receivables” on our Consolidated Balance Sheets from our joint ventures of $ 4.5 million and $ 11.0 million, respectively. ​ 5. INCOME TAXES ​ Pre-tax income (loss), inclusive of equity method investment earnings, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May (in millions) 2023 2022 2021 United States ​ $ 794.2 ​ $ 287.9 ​ $ 352.0 Non-U.S. ​ 439.3 ​ ( 15.2 ) ​ 56.3 Total pre-tax income ​ $ 1,233.5 ​ $ 272.7 ​ $ 408.3 ​ The provision for income taxes included the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May (in millions) 2023 2022 2021 Current ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. federal $ 174.1 $ 45.4 $ 66.2 State and local ​ ​ 25.8 ​ ​ 9.5 ​ ​ 15.0 Non-U.S. ​ ​ 24.3 ​ ​ 3.4 ​ ​ 5.5 Total current provision for taxes ​ ​ 224.2 ​ ​ 58.3 ​ ​ 86.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. federal ​ ​ ( 12.6 ) ​ ​ 10.0 ​ ​ ( 0.4 ) State and local ​ ​ ( 0.4 ) ​ ​ ( 1.9 ) ​ ​ 1.2 Non-U.S. ​ ​ 13.4 ​ ​ 5.4 ​ ​ 3.0 Total deferred provision for taxes ​ $ 0.4 ​ $ 13.5 ​ $ 3.8 Total provision for taxes ​ $ 224.6 ​ $ 71.8 ​ $ 90.5 ​ 65 Table of Contents A reconciliation of income tax expense using the 21 % U.S. statutory tax rate on income from operations, including equity method earnings and before income taxes, compared with the actual provision for income taxes follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May (in millions) 2023 2022 2021 Provision computed at U.S. statutory rate ​ $ 259.0 $ 57.3 $ 85.7 Increase (decrease) in rate resulting from: ​ ​ ​ ​ ​ ​ ​ ​ ​ State and local taxes, net of federal benefit ​ 21.2 ​ ​ 6.4 ​ ​ 13.7 Non-U.S. operations (a) ​ ​ ( 12.4 ) ​ ​ ( 0.7 ) ​ ​ ( 4.7 ) Consolidation of previously held equity interests (b) ​ ​ ( 43.1 ) ​ ​ — ​ ​ — Write-off of net investment in Russia (c) ​ ​ — ​ ​ 13.2 ​ ​ — Other ​ ​ ( 0.1 ) ​ ​ ( 4.4 ) ​ ​ ( 4.2 ) Total income tax expense ​ $ 224.6 ​ $ 71.8 ​ $ 90.5 Effective income tax rate (d) ​ ​ 18.2 % ​ ​ 26.3 % ​ ​ 22.2 % (a) We derive the effective tax rate benefit attributed to non-U.S. income taxed at different rates, including the impact of permanent items. The statutory tax rates range from 0 % to 35 % . ​ (b) In connection with the joint venture acquisitions discussed in Note 3, Acquisitions, we recorded a $ 43.1 million rate benefit based on a $ 425.8 million non-cash gain ( $ 379.5 million after-tax) related to the remeasurement of our initial 50 % equity interests to fair value. ​ (c) In connection with LW EMEA’s withdrawal from Russia, we reflected a $ 13.2 million tax detriment as any loss realized upon the sale of shares of the Russian joint venture is a non-deductible permanent difference. ​ (d) The effective income tax rate is calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings. The effective tax rate in fiscal 2023 included the tax impact of the remeasurement of our initial 50 % equity interests in LW EMEA and LWAMSA and other acquisition-related items. The fiscal 2023 and 2022 tax rates were both affected by mark-to-market adjustments associated with changes in natural gas and electricity derivatives as commodity markets in Europe experienced significant volatility. Fiscal 2022 also included taxes related to the write-off of our portion of LW EMEA’s net investment in its former joint venture in Russia. Excluding these items, our effective tax rate was 21.8 % and 21.4 % in fiscal 2023 and 2022, respectively. ​ ​ Income Taxes Paid ​ Income taxes paid, net of refunds, were $ 226.5 million, $ 44.3 million, and $ 84.1 million in fiscal 2023, 2022, and 2021, respectively. ​ 66 Table of Contents Deferred Income Taxes ​ Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. Significant components of our deferred income tax assets and liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 28, 2023 ​ May 29, 2022 (in millions) Assets Liabilities Assets Liabilities Property, plant and equipment (a) ​ $ — ​ $ 285.1 ​ $ — ​ $ 189.4 Goodwill and other intangible assets (a) ​ ​ 12.0 ​ ​ — ​ ​ 37.6 ​ ​ — Compensation and benefit related liabilities ​ ​ 24.4 ​ ​ — ​ ​ 21.0 ​ ​ — Net operating loss and credit carryforwards (b) ​ ​ 4.4 ​ ​ — ​ ​ 4.5 ​ ​ — Accrued expenses and other liabilities ​ ​ 13.5 ​ ​ — ​ ​ 14.1 ​ ​ — Inventory and inventory reserves ​ ​ 5.4 ​ ​ — ​ ​ 8.6 ​ ​ — Lease obligations ​ ​ 34.4 ​ ​ — ​ ​ 26.9 ​ ​ — Operating lease assets ​ ​ — ​ ​ 32.2 ​ ​ — ​ ​ 25.1 R&D expenditures capitalization ​ ​ 22.0 ​ ​ — ​ ​ — ​ ​ — Equity method investments ​ ​ — ​ ​ 8.3 ​ ​ — ​ ​ 3.4 Derivatives ​ ​ 8.8 ​ ​ — ​ ​ — ​ ​ 8.3 Other ​ ​ 8.3 ​ ​ 6.9 ​ ​ 3.3 ​ ​ 9.5 ​ ​ ​ 133.2 ​ ​ 332.5 ​ ​ 116.0 ​ ​ 235.7 Less: Valuation allowance (c) ​ ​ ( 49.5 ) ​ ​ — ​ ​ ( 50.1 ) ​ ​ — Net deferred taxes (d) ​ $ 83.7 ​ $ 332.5 ​ $ 65.9 ​ $ 235.7 (a) In connection with our acquisition of LW EMEA, deferred tax liabilities increased $ 82.4 million associated with property, plant and equipment and deferred tax assets decreased $ 25.4 million associated with intangible assets. ​ (b) At May 28, 2023, Lamb Weston had approximately $ 7.2 million of gross ( $ 1.6 million after-tax) non-U.S. net operating loss carryforwards, of which $ 0.8 million (after-tax) will expire by fiscal 2029. The remaining $ 0.8 million (after-tax) non-U.S. net operating loss carryforwards will not expire. Lamb Weston also had a non-U.S. tax credit carryforward of $ 1.6 million, which will expire by fiscal 2033, and a state business credit carryforward of $ 1.2 million, which will expire by fiscal 2036. ​ (c) The valuation allowance is predominantly related to non-amortizable intangibles. There was no impact on income tax expense related to changes in the valuation allowance, including net operating loss carryforwards, in fiscal 2023, 2022, and 2021. ​ (d) Deferred tax assets of $ 3.3 million and $ 2.7 million, as of May 28, 2023 and May 29, 2022, respectively, were presented in “Other assets.” Deferred tax liabilities of $ 252.1 million and $ 172.5 million as of May 28, 2023 and May 29, 2022, respectively, were presented in “Deferred income taxes” as "Long-term liabilities" on the Consolidated Balance Sheets. The deferred tax asset and liability net position is determined by tax jurisdiction. ​ The FASB allows companies to adopt an accounting policy to either recognize deferred taxes for global intangible low-taxed income (“GILTI”) or treat them as a tax cost in the year incurred. We have elected to recognize the tax on GILTI as a period expense in the period the tax is incurred. Under this policy, we have not provided deferred taxes on temporary differences that upon their reversal will affect the amount of income subject to GILTI in the period. ​ We have not established deferred income taxes on accumulated undistributed earnings and other basis differences for operations outside the U.S., as such earnings and basis differences are indefinitely reinvested. Determining the unrecognized deferred tax liability for these earnings is not practicable. Generally, no U.S. federal income taxes will be imposed on future distributions of non-U.S. earnings under the current law. However, distributions to the U.S. or other jurisdictions could be subject to withholding and other local taxes, and these taxes would not be material. ​ Uncertain Tax Positions ​ The aggregate changes in the gross amount of unrecognized tax benefits, excluding interest and penalties consisted of the following: 67 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May (in millions) 2023 ​ 2022 2021 Beginning balance $ 40.4 $ 37.1 $ 31.3 Decreases from positions established during prior fiscal years ​ — ​ ​ — ​ ​ — Increases from positions established during current and prior fiscal years (a) ​ 26.3 ​ ​ 9.5 ​ ​ 8.7 Decreases relating to settlements with taxing authorities ​ ( 4.9 ) ​ ​ ( 1.0 ) ​ ​ ( 0.8 ) Expiration of statute of limitations ​ ( 2.2 ) ​ ​ ( 5.2 ) ​ ​ ( 2.1 ) Ending balance (b) $ 59.6 ​ $ 40.4 ​ $ 37.1 (a) In connection with our acquisition of LW EMEA, we recognized $ 8.9 million of gross unrecognized tax benefits with a corresponding increase to goodwill. ​ (b) If we were to prevail on the unrecognized tax benefits recorded as of May 28, 2023 and May 29, 2022, it would result in a tax benefit of $ 52.2 million and $ 34.3 million, respectively, and a reduction in the effective tax rate. The ending balances exclude $ 9.2 million and $ 7.3 million of gross interest and penalties in fiscal 2023 and 2022, respectively. We accrue interest and penalties associated with uncertain tax positions as part of income tax expense. ​ ​ Lamb Weston conducts business and files tax returns in numerous countries, states, and local jurisdictions. We do not have any significant open tax audits. Major jurisdictions where we conduct business generally have statutes of limitations ranging from three to five years . The expiration of statute of limitations could reduce the uncertain tax positions by approximately $ 7 million during the next 12 months. ​ Although the timing of the resolutions and/or closures of audits is highly uncertain, it is reasonably possible that certain U.S. federal, state, and non-U.S. tax audits may be concluded within the next 12 months. This process could increase or decrease the balance of our gross unrecognized tax benefits. The estimated impact on income tax expense and net income is not expected to be significant. ​ 6. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS ​ The following table presents changes in goodwill balances, by segment, for fiscal years 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in millions) Global Foodservice Retail Other Total Balance at May 30, 2021 ​ $ 276.3 ​ $ 42.8 ​ $ 10.9 ​ $ 4.5 ​ $ 334.5 Foreign currency translation adjustment ​ ​ ( 16.5 ) ​ ​ — ​ ​ — ​ ​ — ​ ( 16.5 ) Balance at May 29, 2022 ​ $ 259.8 ​ $ 42.8 ​ $ 10.9 ​ $ 4.5 ​ $ 318.0 Acquisitions of interests in joint ventures (a) ​ ​ 733.3 ​ ​ — ​ ​ — ​ ​ — ​ ​ 733.3 Foreign currency translation adjustment ​ ​ ( 10.6 ) ​ ​ — ​ ​ — ​ ​ — ​ ( 10.6 ) Balance at May 28, 2023 ​ $ 982.5 ​ $ 42.8 ​ $ 10.9 ​ $ 4.5 ​ $ 1,040.7 ​ (a) In fiscal 2023, we recorded $ 691.2 million and $ 42.1 million of goodwill related to the acquisition of incremental equity interests of LW EMEA and LWAMSA, respectively, that is no t deductible for tax purposes. See Note 3, Acquisitions, for more information. ​ Other identifiable intangible assets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 28, 2023 ​ May 29, 2022 ​ Weighted ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Gross ​ ​ ​ ​ ​ ​ ​ Average ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Useful Life ​ Carrying ​ Accumulated ​ Intangible ​ Useful Life ​ Carrying ​ Accumulated ​ Intangible (in millions, except useful lives) ​ (in years) ​ Amount ​ Amortization ​ Assets, Net ​ (in years) ​ Amount ​ Amortization ​ Assets, Net Non-amortizing intangible assets (a) n/a ​ $ 18.0 $ — $ 18.0 n/a $ 18.0 $ — $ 18.0 Amortizing intangible assets (b) 14 ​ 121.4 ​ ( 29.2 ) ​ 92.2 10 ​ 41.4 ​ ( 25.7 ) ​ 15.7 ​ ​ ​ $ 139.4 $ ( 29.2 ) $ 110.2 ​ $ 59.4 $ ( 25.7 ) $ 33.7 (a) Non-amortizing intangible assets represent brands and trademarks. ​ 68 Table of Contents (b) Amortizing intangible assets are principally comprised of licensing agreements, brands, and customer relationships. In addition, $ 175.4 million and $ 69.6 million of developed technology at May 28, 2023 and May 29, 2022, respectively, is recorded as “Other assets” on our Consolidated Balance Sheets and will generally be amortized over seven years once implemented. Amortization expense, including developed technology, was $ 7.0 million, $ 5.8 million, and $ 5.0 million in fiscal 2023, 2022, and 2021, respectively. Foreign intangible assets are affected by foreign currency translation. ​ Based on current intangibles subject to amortization, we expect intangible asset amortization expense, excluding developed technology, will be approximately $ 7.3 million in fiscal 2024, $ 7.1 million in fiscal 2025, $ 7.2 million in fiscal 2026, $ 7.1 million in each of fiscal 2027 and 2028, and approximately $ 56.4 million thereafter. ​ Impairment Testing ​ During the annual goodwill impairment test we performed in the fourth quarter of fiscal 2023, we assessed qualitative factors to determine whether it was more likely than not that the fair value of each reporting unit was less than its carrying value. Based on the results of the qualitative impairment test, we determined that it was not more likely than not that the fair value was less than the carrying value of our Global, Foodservice, Retail, and Other reporting units. Additionally, we completed our tests of our non-amortizing intangibles in the fourth quarter of fiscal 2023 and there was no indication of intangible asset impairment. ​ 7. ACCRUED LIABILITIES ​ The components of accrued liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ May 28, ​ May 29, (in millions) ​ 2023 2022 Compensation and benefits ​ $ 187.5 $ 81.0 Accrued trade promotions ​ ​ 86.1 ​ ​ 41.2 Derivative liabilities and payables ​ ​ 53.9 ​ ​ — Dividends payable to shareholders ​ ​ 40.8 ​ ​ 35.3 Accrued interest ​ ​ 31.1 ​ ​ 42.1 Current portion of operating lease obligations ​ ​ 28.5 ​ ​ 22.4 Plant utilities and accruals ​ ​ 27.2 ​ ​ 14.3 Taxes payable ​ ​ 21.2 12.1 Other ​ ​ 33.5 15.9 Accrued liabilities ​ $ 509.8 $ 264.3 69 Table of Contents ​ 8. DEBT AND FINANCING OBLIGATIONS ​ The components of our debt, including financing obligations, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in millions) ​ May 28, 2023 ​ May 29, 2022 ​ ​ ​ Amount ​ Interest Rate ​ ​ ​ Amount ​ Interest Rate ​ Short-term borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. revolving credit facility ​ $ — ​ 7.710 % ​ $ — ​ — % Euro revolving credit facility ​ ​ 149.2 ​ 4.230 ​ ​ ​ — ​ — ​ Other credit facilities ​ ​ 11.4 ​ (a) ​ ​ ​ — ​ — ​ ​ ​ ​ 160.6 ​ ​ ​ ​ ​ — ​ ​ ​ Long-term debt: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term A-1 loan facility, due June 2026 (b) ​ ​ 243.8 5.210 ​ ​ ​ 258.7 ​ 1.860 ​ Term A-2 loan facility, due April 2025 (b) ​ ​ 280.3 ​ 5.380 ​ ​ ​ 296.6 ​ 2.150 ​ Term A-3 loan facility, due January 2030 (b) ​ ​ 450.0 ​ 6.850 ​ ​ ​ — ​ — ​ RMB loan facility, due February 2027 ​ ​ 94.7 ​ 4.600 ​ ​ ​ 19.7 ​ 4.750 ​ Euro loan facility, due December 2024 ​ ​ 80.4 ​ 2.010 ​ ​ ​ — ​ — ​ 4.875 % senior notes, due May 2028 ​ ​ 500.0 ​ 4.875 ​ ​ ​ 500.0 ​ 4.875 ​ 4.125 % senior notes, due January 2030 ​ ​ 970.0 ​ 4.125 ​ ​ ​ 970.0 ​ 4.125 ​ 4.375 % senior notes, due January 2032 ​ ​ 700.0 ​ 4.375 ​ ​ ​ 700.0 ​ 4.375 ​ ​ ​ ​ 3,319.2 ​ ​ ​ ​ ​ 2,745.0 ​ ​ ​ Financing obligations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease financing obligations due on various dates through 2040 (c) ​ ​ 7.7 ​ ​ ​ ​ 7.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total debt and financing obligations ​ ​ 3,487.5 ​ ​ ​ ​ 2,752.0 ​ ​ ​ Debt issuance costs and debt discounts (d) ​ ​ ( 25.3 ) ​ ​ ​ ​ ​ ( 24.0 ) ​ ​ ​ Short-term borrowings, net of debt discounts ​ ​ ( 158.5 ) ​ ​ ​ ​ ​ — ​ ​ ​ Current portion of long-term debt and financing obligations ​ ( 55.3 ) ​ ​ ​ ( 32.2 ) ​ ​ ​ Long-term debt and financing obligations, excluding current portion ​ $ 3,248.4 ​ ​ ​ $ 2,695.8 ​ ​ ​ (a) The other credit facilities consist of several short-term facilities at one of our subsidiaries used for working capital needs and have various interest rates. ​ (b) The interest rates on the Term A-1, A-2, and A-3 loans do not include anticipated patronage dividends. We have received and expect to continue receiving patronage dividends under all three Term Loan Facilities. ​ (c) The interest rates on our lease financing obligations ranged from 2.08 % to 6.19 % at May 28, 2023 and 2.08 % to 3.32 % at May 29, 2022. For more information on our lease financing obligations, see Note 9, Leases. ​ (d) Excludes debt issuance costs of $ 2.5 million and $ 3.3 million as of May 28, 2023 and May 29, 2022, respectively, related to our U.S. Revolving Credit Facility, which are recorded in “Other assets” on our Consolidated Balance Sheets. In fiscal 2023, 2022, and 2021, we recorded $ 4.1 million, $ 4.8 million, and $ 6.1 million, respectively, of amortization expense in “Interest expense” in our Consolidated Statements of Earnings. Fiscal 2022 also included a $ 13.7 million write-off of debt issuance costs associated with our senior notes due 2024 and 2026 which we redeemed in fiscal 2022. ​ 70 Table of Contents U.S. Revolving Credit Facility ​ We are party to a senior secured credit agreement, dated as of November 9, 2016, as amended, that provides available revolving credit facility borrowings of $ 1.0 billion through August 11, 2026 (“U.S. Revolving Credit Facility”). In June 2023, we further amended our U.S. Revolving Credit Facility to fully transition from LIBOR to a Secured Overnight Financing Rate (“SOFR”). As part of that amendment, the SOFR Adjustment with respect to Term SOFR was set at 0.10 % for any interest period. Borrowings under the U.S. Revolving Credit Facility bear interest at SOFR (including the SOFR Adjustment), the Base Rate, the Alternative Currency Daily Rate, or the Alternative Currency Term Rate (each as defined in the U.S. Revolving Credit Facility) plus an applicable rate stated in the table below. The U.S. Revolving Credit Facility contains certain covenant restrictions, a consolidated net leverage ratio and an interest coverage ratio and customary events of default. ​ At May 28, 2023 and May 29, 2022, we had no borrowings outstanding under the U.S. Revolving Credit Facility. At May 28, 2023, we had $ 994.6 million of availability under the facility, which is net of outstanding letters of credit of $ 5.4 million. ​ Term A-1, A-2 and A-3 Loan Facilities ​ We are party to a credit agreement, dated as of June 28, 2019, as amended, that provides for (i) a $ 300.0 million term loan facility and, under certain circumstances, the ability to add incremental facilities in an aggregate amount of up to $ 100.0 million (collectively, “Term A-1 Loan Facility”), and (ii) a $ 325.0 million term loan facility due April 2025 (“Term A-2 Loan Facility”). ​ On January 31, 2023 , we further amended the credit agreement relating to our Term A-1 and A-2 Loan Facilities (“Amended Term Loan Agreement”) to, among other things, establish a new $ 450.0 million term loan facility with a maturity date of January 31, 2030 (“Term A-3 Loan Facility”) and extend the maturity of our existing Term A-1 loan from June 28, 2024 to June 28, 2026 . Borrowings under the Term A-3 Loan Facility were used to purchase the remaining equity interest in LW EMEA, and 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 noted in the table below. ​ 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 are SOFR based (with a SOFR adjustment) and Base Rate-based loans and the Term A-1 loan applicable margin increased to match the applicable margin of our Term A-2 loan. ​ RMB Loan Facility ​ On February 18, 2022 , our wholly owned subsidiary, Ulanqab Lamb Weston Food Co., Ltd., entered into a facility agreement providing for a RMB 1,079.0 million (approximately $ 152.7 million based on prevailing interest exchange rates on May 28, 2023) term loan facility (the “RMB Loan Facility”). The RMB Loan Facility matures on February 18, 2027 . The RMB Loan Facility contains covenants that are standard for credit facilities originated in the People’s Republic of China. Payment obligations under the RMB Loan Facility are unconditionally guaranteed by Lamb Weston. ​ 4.875 % Senior Notes due 2028 ​ In May 2020, we issued $ 500.0 million aggregate principal amount of 4.875 % senior notes due May 15, 2028 (“2028 Notes”). Our obligations under the 2028 Notes are unconditionally guaranteed on a senior unsecured basis by the same subsidiaries as the U.S. Revolving Credit Facility. The 2028 Notes are senior unsecured obligations and rank equally with all of our current and future senior indebtedness (including the 2030 and 2032 Notes), rank senior to all our current and future subordinated indebtedness and are subordinated to all of our current and future secured indebtedness (including all borrowings with respect to the U.S. Revolving Credit Facility and Term A-1, A-2, and A-3 Loan Facilities to the extent of the value of the assets securing such indebtedness). Upon a change of control (as defined in the indenture governing the 2028 Notes), we must offer to repurchase the 2028 Notes at 101 % of the principal amount of the notes, plus accrued and unpaid interest. 71 Table of Contents ​ 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 January 31, 2030 (“2030 Notes”) and (ii) $ 700.0 million aggregate principal amount of 4.375 % senior notes due January 31, 2032 (“2032 Notes”) pursuant to indentures, each dated as of November 8, 2021 (together, the “Indentures”). Our obligations under the 2030 Notes and 2032 Notes are unconditionally guaranteed on a senior unsecured basis by the same subsidiaries as the U.S. Revolving Credit Facility . ​ The 2030 Notes and 2032 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 2030 Notes and 2032 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 2030 Notes and 2032 Notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries. ​ Euro Revolving Credit Facility and Loan Facility ​ In connection with the LW EMEA Acquisition, we assumed the liability associated with a term loan (“Euro Loan”) and a revolving credit facility (“Euro Revolving Credit Facility”). On December 10, 2021 , LW EMEA entered into the Euro Loan for € 75.0 million and Euro Revolving Credit Facility for € 400.0 million with certain lenders for a total amount of € 475.0 million (approximately $ 509.3 million based on prevailing interest exchange rates on May 28, 2023). The Euro Loan and Euro Revolving Credit Facility contain covenants that are standard for credit facilities including, among others, financial covenants, covenants with regards to mergers and consolidations and asset sales, and is subject to acceleration upon various events of default. ​ The Euro Loan interest rate is dependent on the ratio of consolidated net borrowing to adjusted consolidated EBITDA, and matures on December 10, 2024 . ​ The Euro Revolving Credit Facility interest rate is dependent on the ratio of consolidated total net borrowings to adjusted consolidated EBITDA. It matures on December 10, 2026 , with an option to extend for two individual years. For the three months ended May 28, 2023, we drew € 45.0 million available under the Euro Revolving Credit Facility and repaid € 10.0 million. At May 28, 2023, we had € 260.0 million of availability under the facility. ​ Other Credit Facilities ​ At May 28, 2023 and May 29, 2022, one of our subsidiaries had $ 51.0 million and $ 53.7 million, respectively, of availability under an overdraft line of credit facility with a financial institution, with no borrowings outstanding. We guarantee the full amount of our subsidiary’s obligations to the financial institution up to the maximum amount of borrowings under the credit facility. ​ 72 Table of Contents Variable Rate Interest ​ Additional information regarding our variable rate debt modifiers is shown below: ​ ​ ​ ​ ​ ​ SOFR/LIBOR Rate-Based Loans ​ Base Rate-Based Loans U.S. Revolving Credit Facility 1.125 - 1.750 % ​ 0.125 - 0.750 % Term A-1 Loan Facility 1.850 - 2.600 % ​ 0.850 - 1.600 % Term A-2 Loan Facility 1.850 - 2.600 % ​ 0.850 - 1.600 % Term A-3 Loan Facility 2.000 - 2.750 % ​ 1.000 - 1.750 % ​ ​ ​ ​ ​ ​ Reference Rate-Based Loans ​ PRC Prime Rate-Based Loans RMB Loan Facility N/A ​ Prime + 0.300 % Euro Loan Facility 0.400 - 1.100 % ​ N/A Euro Revolving Credit Facility (British Pound Loans) 1.250 - 2.100 % ​ N/A Euro Revolving Credit Facility (Other Loans) 1.050 - 1.900 % ​ N/A ​ Debt Maturities ​ The aggregate minimum principal maturities of our long-term debt, including current portion, for the next five fiscal years and thereafter, are as follows: ​ ​ ​ ​ ​ ​ ​ ​ (in millions) Debt (a) 2024 ​ $ 214.4 2025 ​ ​ 385.2 2026 ​ ​ 45.6 2027 ​ ​ 304.6 2028 ​ ​ 522.5 Thereafter ​ ​ 2,007.5 ​ ​ $ 3,479.8 (a) See Note 9, Leases, for maturities of our lease financing obligations. ​ ​ Other ​ During fiscal 2023, 2022, and 2021, we paid $ 151.8 million, $ 80.6 million, and $ 120.6 million, respectively, of interest on debt. The increase in fiscal 2023 relates to higher interest rates on variable rate debt and debt facilities associated with the LW EMEA Acquisition. ​ 73 Table of Contents 9. LEASES ​ We lease various real estate, including certain operating facilities, warehouses, office space, and land. We also lease material handling equipment, vehicles, and certain other equipment. Our leases have remaining lease terms of one to 17 years . The components of total lease costs, net, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Year Ended May (a) (in millions) ​ 2023 ​ 2022 ​ 2021 Operating lease costs ​ $ 35.8 ​ $ 33.9 ​ $ 33.2 Short-term and variable lease costs ​ ​ 10.4 ​ ​ 7.8 ​ ​ 9.0 Sublease income ​ ​ ( 5.0 ) ​ ​ ( 4.9 ) ​ ​ ( 3.4 ) Finance lease costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization of lease assets ​ ​ 1.0 ​ ​ 1.1 ​ ​ 1.9 Interest on lease obligations ​ ​ 0.2 ​ ​ 0.2 ​ ​ 0.3 Total lease costs, net ​ $ 42.4 ​ $ 38.1 ​ $ 41.0 ​ (a) Supply-chain-related lease costs are included in “Cost of sales,” and the remainder is recorded in “Selling, general, and administrative expenses,” in our Consolidated Statements of Earnings. Interest on finance lease obligations is included in “Interest expense, net,” in our Consolidated Statements of Earnings. ​ ​ Operating and finance leases, with initial terms greater than one year, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 28, ​ May 29, (in millions) ​ Classification ​ 2023 ​ 2022 Assets: ​ ​ ​ ​ ​ ​ ​ ​ Operating lease assets ​ Operating lease assets ​ $ 146.1 ​ $ 119.0 Finance lease assets ​ Property, plant and equipment, net (a) ​ ​ 3.8 ​ ​ 4.4 Total leased assets ​ ​ ​ $ 149.9 ​ $ 123.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Lease obligations due within one year: ​ ​ ​ ​ ​ ​ ​ ​ Operating lease obligations ​ Accrued liabilities ​ $ 28.5 ​ $ 22.4 Finance lease obligations ​ Current portion of long-term debt and financing obligations ​ ​ 1.5 ​ ​ 0.9 Long-term lease obligations: ​ ​ ​ ​ ​ ​ ​ ​ Operating lease obligations ​ Other noncurrent liabilities ​ ​ 127.5 ​ ​ 104.7 Finance lease obligations ​ Long-term debt and financing obligations, excluding current portion ​ ​ 6.2 ​ ​ 6.1 Total lease obligations ​ ​ ​ $ 163.7 ​ $ 134.1 (a) Finance leases are net of accumulated amortization of $ 6.8 million and $ 5.8 million at May 28, 2023 and May 29, 2022, respectively. ​ 74 Table of Contents ​ The maturities of our lease obligations for operating and finance leases at May 28, 2023 for the next five fiscal years and thereafter are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Finance ​ ​ (in millions, except for lease term and discount rate amounts) ​ Leases ​ Leases ​ Total 2024 ​ $ 33.1 ​ $ 1.7 ​ $ 34.8 2025 ​ ​ 26.3 ​ ​ 1.5 ​ ​ 27.8 2026 ​ ​ 22.8 ​ ​ 1.4 ​ ​ 24.2 2027 ​ ​ 21.5 ​ ​ 0.8 ​ ​ 22.3 2028 ​ ​ 21.0 ​ ​ 0.3 ​ ​ 21.3 Thereafter ​ ​ 66.2 ​ ​ 3.9 ​ ​ 70.1 Total lease payments ​ ​ 190.9 ​ ​ 9.6 ​ ​ 200.5 Less: Interest ​ ​ ( 34.9 ) ​ ​ ( 1.9 ) ​ ​ ( 36.8 ) Present value of lease obligations ​ $ 156.0 ​ $ 7.7 ​ $ 163.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average remaining lease term (years) ​ ​ 7.5 ​ ​ 11.1 ​ ​ ​ Weighted-average discount rate ​ ​ 5.4 % ​ ​ 3.8 % ​ ​ ​ ​ ​ Supplemental cash flow information related to leases was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May (in millions) ​ 2023 ​ 2022 ​ 2021 Cash paid for amounts included in the measurement of lease obligations: ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows for operating leases ​ $ 26.2 ​ $ 29.1 ​ $ 30.9 Financing cash flows for finance leases ​ ​ 0.5 ​ ​ 1.1 ​ ​ 1.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets obtained in exchange for new operating lease obligations ​ ​ 44.6 ​ ​ 1.4 ​ ​ 5.2 Assets obtained in exchange for new finance lease obligations ​ ​ 0.5 ​ ​ 0.5 ​ ​ — ​ ​ 10. STOCK-BASED COMPENSATION ​ On October 29, 2016, our Board of Directors adopted the Lamb Weston Holdings, Inc. 2016 Stock Plan, which was amended in July 2017 (“Stock Plan”). The Compensation and Human Capital Committee (“the Committee”) of our Board of Directors administers our stock compensation plan. 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. At May 28, 2023, we had 10.0 million shares authorized under the Stock Plan, and 6.1 million were available for future grant. ​ RSUs and Performance Shares ​ We grant RSUs to eligible employees and non-employee directors. The employee RSUs generally vest over a three-year period following the grant date, while the non-employee director RSUs generally vest one year after the grant date. We estimate the fair value of the RSUs based upon the market price of our common stock on the date of grant. Compensation expense is recognized over the period the employee or non-employee director provides service in exchange for the award. ​ 75 Table of Contents Performance Shares are granted to certain executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. Awards actually earned range from 0 % to 200 % of the targeted number of Performance Shares for each of the performance periods. Awards, if earned, will be paid in shares of our common stock. Subject to limited exceptions set forth in the Stock Plan, any shares earned will generally vest over a three-year 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. ​ We have also granted Performance Shares with vesting contingent upon relative total shareholder return goals, and, under special circumstances, stock price growth goals. Awards actually earned range from 0 % to 200 %, in the case of awards contingent on total shareholder return goals, or 0 % to 300 %, in the case of awards contingent on stock price growth goals, of the targeted number of Performance Shares. These Performance Shares are equity-settled awards that vest over a three-year service period following the grant date, and the number of units that actually vest is determined based on the achievement of the performance criteria set forth in the respective award agreement. The awards are measured based on estimated fair value as of the date of grant determined using a Monte Carlo simulation, and are amortized over the service period. ​ The weighted average Monte Carlo assumptions for Performance Shares granted during the fiscal year ended May 28, 2023 were: ​ ​ ​ ​ ​ ​ ​ Assumptions Dividend yield (%) ​ ​ 0.00 - 1.42 Expected volatility of stock (%) ​ ​ 42.99 Risk-free interest rate (%) ​ ​ 2.89 Expected life (years) ​ ​ 2.82 Weighted average grant date fair value per unit ​ $ 91.43 - $ 118.97 ​ The following table summarizes RSU and Performance Shares activity for fiscal 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RSUs ​ Performance Shares ​ ​ ​ Weighted- ​ ​ Weighted- ​ ​ ​ ​ ​ Average ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Grant- ​ ​ ​ ​ Grant- ​ ​ ​ ​ ​ Date Fair ​ ​ ​ ​ Date Fair ​ ​ Shares ​ Value ​ Shares ​ Value Outstanding at May 29, 2022 ​ 807,727 ​ $ 65.25 ​ ​ 309,997 ​ $ 66.27 Granted (a) ​ 394,918 ​ ​ 73.28 ​ ​ 258,080 ​ ​ 92.28 Vested (b) ​ ( 181,277 ) ​ ​ 66.43 ​ ​ ( 95,586 ) ​ ​ 67.56 Forfeited/expired/cancelled ​ ​ ( 40,325 ) ​ ​ 66.36 ​ ​ ( 27,847 ) ​ ​ 71.86 Outstanding at May 28, 2023 ​ 981,043 ​ $ 68.22 ​ ​ 444,644 ​ $ 80.74 (a) Granted represents new grants and dividend equivalents accrued. ​ (b) The aggregate fair value of awards that vested in fiscal 2023, 2022, and 2021 was $ 20.8 million, $ 22.4 million, and $ 29.3 million, respectively, which represents the market value of our common stock on the date that the RSUs and Performance Shares vested. The number of RSUs and Performance Shares vested includes shares of common stock that we withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. RSUs that are expected to vest are net of estimated future forfeitures. ​ 76 Table of Contents Stock Options ​ Under some circumstances, we have granted 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 . During the fifty-two weeks ended May 28, 2023, we granted 0.6 million stock options at a weighted-average grant date fair value of $ 25.93 . ​ The following table provides the related assumptions used in the Black-Scholes model used to determine the fair value of stock options granted during the fiscal year ended May 28, 2023: ​ ​ ​ ​ ​ ​ ​ Assumptions Dividend yield (%) ​ ​ 1.20 - 1.22 Expected volatility of stock (%) ​ ​ 33.73 - 34.06 Risk-free interest rate (%) ​ ​ 2.82 - 4.42 Expected life of stock option (years) ​ ​ 5.74 - 5.75 ​ The following table summarizes stock option activity for fiscal 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- Weighted- ​ ​ ​ ​ ​ ​ ​ Average ​ Average ​ Aggregate ​ ​ ​ ​ ​ Exercise ​ Remaining ​ Intrinsic ​ ​ ​ ​ ​ Price ​ Contractual ​ Value ​ ​ Shares ​ (per share) ​ Term (Years) ​ (in millions) Outstanding at May 29, 2022 ​ 197,106 ​ $ 33.36 ​ ​ 4.1 ​ $ 6.8 ​ Granted ​ ​ 557,223 ​ ​ 79.69 ​ ​ ​ ​ ​ ​ ​ Exercised ​ ​ ( 49,595 ) ​ ​ 33.81 ​ ​ ​ ​ ​ ​ ​ Forfeited/cancelled ​ ​ ( 2,895 ) ​ ​ 79.66 ​ ​ ​ ​ ​ ​ ​ Outstanding at May 28, 2023 ​ ​ 701,839 ​ $ 69.92 ​ ​ 7.9 ​ $ 27.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at May 28, 2023 ​ 158,429 ​ $ 36.05 ​ ​ 3.6 ​ $ 11.6 (a) (a) The aggregate intrinsic values represent the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of our fiscal 2023, or $ 109.45 as of May 26, 2023, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at the end of the fiscal year. The amount changes based on the fair market value of our common stock. ​ Compensation Expense ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May (in millions) 2023 ​ 2022 ​ 2021 Stock-settled RSUs ​ $ 20.1 ​ $ 15.1 ​ $ 13.9 Performance Shares ​ ​ 14.2 ​ ​ 6.2 ​ ​ 6.7 Stock options ​ ​ 4.2 ​ ​ — ​ ​ — Stock-settled compensation expense ​ ​ 38.5 ​ ​ 21.3 ​ ​ 20.6 Income tax benefit (a) ​ ​ ( 7.1 ) ​ ​ ( 3.9 ) ​ ​ ( 3.7 ) Total compensation expense, net of tax benefit ​ $ 31.4 ​ $ 17.4 ​ $ 16.9 (a) Income tax benefit represents the marginal tax rate, excluding non-deductible compensation. ​ 77 Table of Contents Based on estimates at May 28, 2023, total unrecognized compensation expense related to stock-based awards was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ ​ ​ Weighted ​ ​ Unrecognized ​ Average ​ ​ Compensation ​ Recognition (in millions, except data in years) ​ Expense ​ Period (in years) Stock-settled RSUs ​ $ 32.1 ​ 1.3 Performance Shares ​ ​ 25.1 ​ 1.9 Stock options ​ ​ 10.2 ​ ​ 1.6 Total unrecognized compensation expense ​ $ 67.4 ​ ​ ​ 11. FAIR VALUE MEASUREMENTS ​ 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 May 28, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ of Assets (in millions) Level 1 Level 2 Level 3 (Liabilities) Pension plan assets ​ $ 15.7 ​ $ 7.3 ​ $ — ​ $ 23.0 Derivative assets (a) ​ ​ — ​ ​ 3.0 ​ ​ — ​ ​ 3.0 Derivative liabilities (a) ​ ​ — ​ ​ ( 46.6 ) ​ ​ — ​ ​ ( 46.6 ) Deferred compensation liabilities (b) ​ ​ — ​ ​ ( 22.6 ) ​ ​ — ​ ​ ( 22.6 ) Fair value, net ​ $ 15.7 ​ $ ( 58.9 ) ​ $ — ​ $ ( 43.2 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of May 29, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ of Assets (in millions) Level 1 Level 2 Level 3 (Liabilities) Pension plan assets ​ $ 17.3 ​ $ 7.8 ​ $ — ​ $ 25.1 Derivative assets (a) ​ ​ — ​ ​ 7.0 ​ ​ — ​ ​ 7.0 Deferred compensation liabilities (b) ​ ​ — ​ ​ ( 21.6 ) ​ ​ — ​ ​ ( 21.6 ) Fair value, net ​ $ 17.3 ​ $ ( 6.8 ) ​ $ — ​ $ 10.5 (a) Derivative assets and liabilities included in Level 2 primarily represent commodity swaps, option contracts, interest rate swaps 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. While the underlying assets are actively traded on an exchange, the funds are not. Deferred compensation liabilities are primarily presented within “Other noncurrent liabilities” on our Consolidated Balance Sheets. ​ The fair values of cash equivalents, receivables, accounts payable and short-term debt approximate their carrying amounts due to their short duration. ​ Non-financial assets such as property, plant and equipment, and intangible assets are recorded at fair value only if an impairment is recognized. Cost and equity investments are measured at fair value on a non-recurring basis. ​ At May 28, 2023, we had $ 2,170.0 million of fixed-rate and $ 1,309.8 million of variable-rate debt outstanding. Based on current market rates, the fair value of our fixed-rate debt at May 28, 2023 was estimated to be $ 1,965.3 million. 78 Table of Contents 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. We estimated the fair value of our fixed-rate debt using quoted market prices (Level 2 inputs) within the fair value hierarchy that is described above. The fair value of our variable-rate term debt approximates the carrying amount as our cost of borrowing is variable and approximates current market prices. ​ 12. STOCKHOLDERS’ EQUITY ​ Our certificate of incorporation authorizes 600,000,000 shares of common stock and 60,000,000 shares of preferred stock. We had 145,665,683 shares of common stock issued and outstanding as of May 28, 2023. Each share of common stock entitles the holder to one vote on matters to be voted on by our stockholders. No preferred stock was issued or outstanding on May 28, 2023. ​ Share Repurchase Program ​ Our Board of Directors has authorized a program, with no expiration date, to repurchase up to $500.0 million of our common stock. During fiscal 2023, we purchased an aggregate of 569,698 shares for $ 45.0 million, or a weighted-average price of $ 78.99 per share. As of May 28, 2023, $ 223.9 million remained authorized for repurchase under the program. ​ Dividends ​ During fiscal 2023, 2022, and 2021, we paid $ 146.1 million, $ 138.4 million, and $ 135.3 million, respectively, of cash dividends to common stockholders. On June 2, 2023, we paid $ 40.8 million of dividends to stockholders of record as of the close of business on May 5, 2023. On July 19, 2023 , our Board of Directors declared a cash dividend of $ 0.280 per share of common stock. This dividend will be paid on September 1, 2023 , to stockholders of record as of the close of business on August 4, 2023 . ​ Accumulated Other Comprehensive Income (Loss) (“AOCI”) ​ Comprehensive income includes net income, currency translation adjustments, and changes in prior service cost and net actuarial gains (losses) from pension and post-retirement benefit plans. We generally deem our foreign investments to be indefinite in nature and we do not provide for taxes on currency translation adjustments arising from converting the investment denominated in a foreign currency to the U.S. dollar. If we determine that a foreign investment, as well as undistributed earnings, are no longer indefinite in nature, estimated taxes are provided for the related deferred tax liability (asset), if any, resulting from currency translation adjustments. ​ Changes in AOCI, net of tax, as of May 28, 2023, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign ​ ​ ​ ​ ​ ​ Accumulated ​ ​ Currency ​ Pension and ​ ​ ​ Other ​ ​ Translation ​ Post-Retirement ​ ​ ​ Comprehensive (in millions) Losses Benefits ​ Other Loss Balance as of May 29, 2022 ​ $ ( 12.9 ) $ ( 3.3 ) ​ $ 0.6 $ ( 15.6 ) Other comprehensive income (loss) before reclassifications, net of tax ​ ​ ( 14.2 ) ​ ​ 2.6 ​ ​ 0.4 ​ ​ ( 11.2 ) Net current-period other comprehensive income (loss) ​ ( 14.2 ) 2.6 ​ 0.4 ​ ( 11.2 ) Balance as of May 28, 2023 ​ $ ( 27.1 ) $ ( 0.7 ) ​ $ 1.0 $ ( 26.8 ) ​ ​ ​ ​ 79 Table of Contents 13. SEGMENTS ​ 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. The reportable segments are each managed by a general manager and supported by a cross functional team assigned to support the segment. See “Part I, Item 1. Business” of this Form 10-K for more information on our segments. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May (in millions) 2023 ​ 2022 ​ 2021 Net sales ​ ​ ​ ​ Global ​ $ 2,934.4 ​ $ 2,064.2 ​ $ 1,911.5 Foodservice ​ 1,489.1 ​ 1,318.2 ​ 1,017.3 Retail ​ 797.7 ​ 594.6 ​ 603.4 Other ​ ​ 129.4 ​ ​ 121.9 ​ ​ 138.7 Total net sales ​ ​ 5,350.6 ​ ​ 4,098.9 ​ ​ 3,670.9 Product contribution margin (a) ​ ​ ​ ​ ​ ​ ​ Global (b) ​ ​ 595.5 ​ ​ 252.2 ​ ​ 306.2 Foodservice ​ ​ 551.0 ​ ​ 449.3 ​ ​ 340.0 Retail ​ ​ 280.1 ​ ​ 109.4 ​ ​ 120.2 Other (c) ​ ​ ( 28.9 ) ​ ​ 2.2 ​ ​ 47.8 ​ ​ ​ 1,397.7 ​ ​ 813.1 ​ ​ 814.2 Add: Advertising and promotion expenses (a) ​ ​ 34.4 ​ ​ 18.9 ​ ​ 17.8 Gross profit ​ ​ 1,432.1 ​ ​ 832.0 ​ ​ 832.0 Selling, general and administrative expenses (d) ​ ​ 550.0 ​ ​ 387.6 ​ ​ 357.2 Income from operations ​ ​ 882.1 ​ ​ 444.4 ​ ​ 474.8 Interest expense, net (e) ​ ​ 109.2 ​ ​ 161.0 ​ ​ 118.3 Income tax expense ​ ​ 224.6 ​ ​ 71.8 ​ ​ 90.5 Equity method investment earnings (loss) (f) ​ ​ 460.6 ​ ​ ( 10.7 ) ​ ​ 51.8 Net income ​ $ 1,008.9 ​ $ 200.9 ​ $ 317.8 (a) Product contribution margin represents net sales less cost of sales and advertising and promotion expenses. Product contribution margin includes advertising and promotion expenses because those expenses are directly associated with segment performance. ​ (b) The fiscal year ended May 28, 2023 included a charge of $ 27.0 million ( $ 20.0 million after-tax) related to the step-up and sale of inventory acquired from LW EMEA. ​ (c) The Other segment primarily includes our vegetable and dairy businesses and unrealized mark-to-market adjustments associated with commodity hedging contracts. ​ (d) Selling, general and administrative expenses for the fiscal year ended May 28, 2023 included a net $ 21.8 million ( $ 12.2 million after-tax) gain 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. ​ (e) The fiscal year ended May 29, 2022 included a loss on extinguishment of debt of $ 53.3 million ( $ 40.5 million after-tax), which includes a call premium of $ 39.6 million related to the redemption of our senior notes due 2024 and 2026, and the write-off of $ 13.7 million of previously unamortized debt issuance costs associated with those notes. ​ (f) Equity method investment earnings (loss) for the fiscal year ended May 28, 2023 included a $ 425.8 million ( $ 379.5 million after-tax) gain recognized in connection with our purchase of an additional 50 % equity interest in LW EMEA, increasing our equity ownership from 50 % to 100 % , and our purchase of an additional 40 % equity interest in LWAMSA, increasing our equity ownership from 50 % to 90 % . The gains related to remeasuring our initial equity interests in LW EMEA and LWAMSA to fair value. See Note 3, Acquisitions, for additional information. ​ Equity method investment earnings (loss) also included a $ 37.8 million ($ 28.0 million after-tax) unrealized loss, a $ 31.7 million ($ 23.5 million after-tax) unrealized gain, and a $ 8.6 million ($ 6.4 million after-tax) unrealized gain for the fiscal years ended May 80 Table of Contents 28, 2023, May 29, 2022, and May 30, 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. ​ I n May 2022, LW EMEA announced its intent to withdraw from its joint venture investment in Russia. As a result, LW EMEA determined that its net investment in Russia was impaired and recognized a non-cash impairment charge, of which our portion was $ 62.7 million (before and after-tax). ​ Assets by Segment ​ The manufacturing assets of Lamb Weston are shared across all reporting segments. Output from these facilities used by each reporting segment can change from fiscal year to fiscal year. Therefore, it is impracticable to allocate those assets to the reporting segments, as well as disclose total assets by segment. ​ Concentrations ​ Lamb Weston’s largest customer, McDonald’s Corporation, accounted for approximately 13 %, 10 %, and 11 % of our consolidated net sales in fiscal 2023, 2022, and 2021, respectively. Sales to McDonald’s Corporation are included in our Global segment. ​ Other Information ​ The net sales of each of our Global, Foodservice, and Retail reporting segments are comprised of sales of frozen potato and frozen sweet potato products. The net sales of our Other reporting segment include: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May (in millions) 2023 ​ 2022 ​ 2021 Net sales ​ ​ ​ ​ Vegetable ​ $ 86.7 ​ $ 74.9 ​ $ 91.3 Byproducts ​ 27.8 ​ 33.5 ​ 36.1 Dairy ​ 14.9 ​ 13.5 ​ 11.3 Total net sales ​ $ 129.4 ​ $ 121.9 ​ $ 138.7 ​ ​ Our operations are principally in the U.S. With respect to operations outside of the U.S., no single foreign country was significant with respect to consolidated operations in fiscal 2023, 2022, and 2021, however our international presence is growing. Foreign net sales, including sales by domestic segments to customers located outside of the U.S., were $ 1,225.2 million, $ 682.7 million, and $ 700.2 million in fiscal 2023, 2022, and 2021, respectively. Foreign long-lived assets are $ 1,195.8 million as of May 28, 2023. Foreign long-lived assets were not significant as of May 29, 2022. ​ Labor ​ At May 28, 2023, we had approximately 10,200 employees, of which approximately 2,500 of these employees work outside of the U.S. Approximately 30 % of our employees are parties to collective bargaining agreements with terms that we believe are typical for the industry in which we operate. Most of the union workers at our facilities are represented under contracts that expire at various times over the next several years. ​ Fiscal 2024 Segment Realignment ​ Effective May 29, 2023, in connection with our recent acquisitions and to align with our expanded global footprint, our management, including our chief executive officer, who is our chief operating decision maker, began managing our operations as two business segments based on management’s change to the way it monitors performance, aligns strategies, and allocates resources. This resulted in a change from four reportable segments to two (North America and International), effective the beginning of fiscal 2024. All summary financial information on a prospective basis will be presented under the new reportable segments beginning with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending August 27, 2023. ​ 81 Table of Contents ​ 14. COMMITMENTS, CONTINGENCIES, GUARANTEES, AND LEGAL PROCEEDINGS ​ We have financial commitments and obligations that arise in the ordinary course of our business. These include long-term debt (discussed in Note 8, Debt and Financing Obligations), lease obligations (discussed in Note 9, Leases), purchase obligations and capital commitments for goods and services, and legal proceedings (discussed below). ​ Purchase Obligations and Capital Commitments ​ A summary of our purchase obligations, excluding capital commitments, as of May 28, 2023 are as follows. The expected timing of payments of the obligations in the table are estimated based on current information. Timing of payments and actual amounts paid may be different, depending on the time of receipt of goods or services, or changes to agreed-upon amounts for some obligations: ​ ​ ​ ​ ​ (in millions) ​ ​ Purchase Obligations 2024 ​ $ 93.2 2025 ​ ​ 103.7 2026 ​ ​ 38.6 2027 ​ ​ 28.4 2028 ​ ​ 24.4 Thereafter ​ ​ 321.7 Total (a) ​ $ 610.0 (a) The amounts in the table above exclude purchase commitments under potato supply agreements due to uncertainty of pricing and quantity. Potato supply agreements have maximum contracted pricing with deductions for certain quality attributes, and quantities purchased are determined by the yields produced on contracted acres. Total purchases under all our potato supply agreements were $ 844.6 million, $ 717.6 million, and $ 621.4 million in fiscal 2023, 2022, and 2021, respectively. ​ We had capital commitments of approximately $ 623.9 million and $ 304.7 million as of May 28, 2023 and May 29, 2022, respectively, that represent commitments for construction of previously announced plants, french fry production lines, or plant modernization investments. Capital commitments were not recorded as liabilities on our Consolidated Balance Sheets as of May 28, 2023 as we had not yet received the related goods nor taken title to the property. ​ Guarantees and Indemnifications ​ We provide guarantees, indemnifications, and other assurances to third parties in the normal course of our business. These include tort indemnifications, environmental assurances, and representations and warranties in commercial agreements. At May 28, 2023, we were not aware of any material liabilities arising from any guarantee, indemnification, or financial assurance we have provided. If the fair value of such liability becomes material, we will accrue for it at that time. ​ We are a party to various potato purchase supply agreements with partner growers, under which they deliver their potato crop from the contracted acres to Lamb Weston during the harvest season, and pursuant to the potato supply agreements, pricing for this inventory is determined after delivery, taking into account crop size and quality, among other factors. Total purchases under these agreements were $ 166.6 million, $ 146.6 million, and $ 139.8 million in fiscal 2023, 2022, and 2021, respectively, under the terms of the potato supply agreements. These purchases are initially recorded in inventory and charged to cost of sales as related inventories are produced and subsequently sold. Under the terms of these potato supply agreements, we have guaranteed repayment of short-term bank loans of the potato suppliers, under certain conditions. At May 28, 2023, we have effectively guaranteed $ 44.9 million of supplier loans. We have not established a liability for these guarantees, as we have determined that the likelihood of our required performance under the guarantees is remote. Under certain other potato supply agreements, we make advances to growers prior to the delivery of potatoes. The aggregate amounts of these advances were $ 22.5 million and $ 28.1 million at May 28, 2023 and May 29, 2022, respectively, and were recorded in “Prepaid expenses and other current assets,” on our Consolidated Balance Sheets. ​ 82 Table of Contents After taking into account liabilities recognized for all of the foregoing matters, management believes the ultimate resolution of such matters would not have a material adverse effect on our financial condition, results of operations, or cash flows. It is reasonably possible that a change to an estimate of the foregoing matters may occur in the future. ​ Legal Proceedings ​ We are a party to various legal actions arising in the ordinary course of our business. These claims, legal proceedings and litigation principally arise from alleged casualty, product liability, employment, and other disputes. In determining loss contingencies, we consider the likelihood of loss as well as the ability to reasonably estimate the amount of such loss or liability. An estimated loss is recognized when it is considered probable that a liability has been incurred and when the amount of loss can be reasonably estimated. While any claim, proceeding or litigation has an element of uncertainty, we believe the outcome of any of these that are pending or threatened will not have a material adverse effect on our financial condition, results of operations, or cash flows. ​ ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ​ None. ​