Lamb Weston Holdings, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS (Unaudited) ​ Lamb Weston Holdings, Inc. Consolidated Statements of Earnings (unaudited, in millions, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ Twenty-Six Weeks Ended ​ November 26, November 27, November 26, November 27, ​ ​ 2023 ​ 2022 ​ 2023 ​ 2022 Net sales ​ $ 1,732.1 ​ $ 1,276.5 ​ $ 3,397.4 ​ $ 2,402.1 Cost of sales ​ ​ 1,256.5 ​ ​ 894.9 ​ ​ 2,422.3 ​ ​ 1,747.2 Gross profit ​ ​ 475.6 ​ ​ 381.6 ​ ​ 975.1 ​ ​ 654.9 Selling, general and administrative expenses ​ ​ 170.0 ​ ​ 109.8 ​ ​ 346.2 ​ ​ 226.1 Income from operations ​ ​ 305.6 ​ ​ 271.8 ​ ​ 628.9 ​ ​ 428.8 Interest expense, net ​ ​ 29.1 ​ ​ 24.6 ​ ​ 59.8 ​ ​ 50.6 Income before income taxes and equity method earnings ​ 276.5 ​ 247.2 ​ 569.1 ​ 378.2 Income tax expense ​ ​ 66.2 ​ ​ 36.8 ​ ​ 136.1 ​ ​ 110.5 Equity method investment earnings (loss) ​ ​ 4.7 ​ ​ ( 107.3 ) ​ ​ 16.8 ​ ​ 67.3 Net income ​ $ 215.0 ​ $ 103.1 ​ $ 449.8 ​ $ 335.0 Earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 1.48 ​ $ 0.72 ​ $ 3.10 ​ $ 2.33 Diluted ​ $ 1.48 ​ $ 0.71 ​ $ 3.08 ​ $ 2.32 Weighted average common shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 144.9 ​ ​ 144.0 ​ ​ 145.3 ​ ​ 144.0 Diluted ​ ​ 145.5 ​ ​ 144.6 ​ ​ 146.0 ​ ​ 144.6 ​ See Condensed Notes to Consolidated Financial Statements. ​ ​ 3 Table of Contents Lamb Weston Holdings, Inc. Consolidated Statements of Comprehensive Income (unaudited, in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ Thirteen Weeks Ended ​ ​ November 26, 2023 ​ November 27, 2022 ​ ​ ​ ​ ​ Tax ​ ​ ​ ​ ​ ​ ​ Tax ​ ​ ​ ​ ​ Pre-Tax ​ (Expense) ​ After-Tax ​ Pre-Tax ​ (Expense) ​ After-Tax ​ Amount Benefit Amount Amount Benefit Amount Net income ​ $ 281.2 ​ $ ( 66.2 ) ​ $ 215.0 ​ $ 139.9 ​ $ ( 36.8 ) ​ $ 103.1 Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized pension and post-retirement benefit obligations loss ​ ​ ( 0.2 ) ​ ​ 0.1 ​ ​ ( 0.1 ) ​ ​ — ​ — ​ — Unrealized currency translation gains (losses) ​ ​ 30.5 ​ ​ ( 0.7 ) ​ ​ 29.8 ​ ​ ( 16.1 ) ​ ​ 0.5 ​ ( 15.6 ) Other ​ ​ ( 0.2 ) ​ ​ — ​ ​ ( 0.2 ) ​ ​ 0.3 ​ ​ ( 0.1 ) ​ ​ 0.2 Comprehensive income ​ $ 311.3 ​ $ ( 66.8 ) ​ $ 244.5 ​ $ 124.1 ​ $ ( 36.4 ) ​ $ 87.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended ​ Twenty-Six Weeks Ended ​ ​ November 26, 2023 ​ November 27, 2022 ​ ​ ​ ​ ​ Tax ​ ​ ​ ​ ​ ​ ​ Tax ​ ​ ​ ​ ​ Pre-Tax ​ (Expense) ​ After-Tax ​ Pre-Tax ​ (Expense) ​ After-Tax ​ Amount Benefit Amount Amount Benefit Amount Net income ​ $ 585.9 ​ $ ( 136.1 ) ​ $ 449.8 ​ $ 445.5 ​ $ ( 110.5 ) ​ $ 335.0 Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized pension and post-retirement benefit obligations loss ​ ( 0.4 ) ​ 0.1 ​ ( 0.3 ) ​ — ​ — ​ — Unrealized currency translation gains (losses) ​ 31.3 ​ ( 0.3 ) ​ 31.0 ​ ( 47.8 ) ​ 1.5 ​ ( 46.3 ) Other ​ ​ ( 0.2 ) ​ ​ — ​ ​ ( 0.2 ) ​ ​ 0.5 ​ ​ ( 0.1 ) ​ ​ 0.4 Comprehensive income ​ $ 616.6 ​ $ ( 136.3 ) ​ $ 480.3 ​ $ 398.2 ​ $ ( 109.1 ) ​ $ 289.1 ​ ​ See Condensed Notes to Consolidated Financial Statements. ​ ​ 4 Table of Contents Lamb Weston Holdings, Inc. Consolidated Balance Sheets (unaudited, in millions, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 26, ​ May 28, ​ 2023 2023 ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents $ 78.3 ​ $ 304.8 Receivables, less allowance for doubtful accounts of $ 2.4 and $ 2.6 ​ 766.2 ​ 724.2 Inventories ​ 1,153.6 ​ 932.0 Prepaid expenses and other current assets ​ 82.8 ​ 166.2 Total current assets ​ 2,080.9 ​ 2,127.2 Property, plant and equipment, net ​ 3,173.6 ​ 2,808.0 Operating lease assets ​ ​ 140.0 ​ ​ 146.1 Goodwill ​ 1,065.1 ​ 1,040.7 Intangible assets, net ​ 109.1 ​ 110.2 Other assets ​ 476.6 ​ 287.6 Total assets ​ $ 7,045.3 ​ $ 6,519.8 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ Short-term borrowings ​ $ 294.3 ​ $ 158.5 Current portion of long-term debt and financing obligations ​ ​ 55.0 ​ ​ 55.3 Accounts payable ​ 834.5 ​ 636.6 Accrued liabilities ​ 434.0 ​ 509.8 Total current liabilities ​ 1,617.8 ​ 1,360.2 Long-term liabilities: ​ ​ ​ ​ ​ ​ Long-term debt and financing obligations, excluding current portion ​ 3,252.5 ​ 3,248.4 Deferred income taxes ​ ​ 260.3 ​ ​ 252.1 Other noncurrent liabilities ​ 247.0 ​ 247.8 Total long-term liabilities ​ ​ 3,759.8 ​ ​ 3,748.3 Commitments and contingencies ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ Common stock of $ 1.00 par value, 600,000,000 shares authorized; 150,694,839 and 150,293,511 shares issued ​ 150.7 ​ 150.3 Treasury stock, at cost, 6,326,519 and 4,627,828 common shares ​ ​ ( 479.4 ) ​ ​ ( 314.3 ) Additional distributed capital ​ ( 535.9 ) ​ ( 558.6 ) Retained earnings ​ 2,528.6 ​ 2,160.7 Accumulated other comprehensive income (loss) ​ 3.7 ​ ( 26.8 ) Total stockholders’ equity ​ ​ 1,667.7 ​ ​ 1,411.3 Total liabilities and stockholders’ equity ​ $ 7,045.3 ​ $ 6,519.8 ​ See Condensed Notes to Consolidated Financial Statements. ​ ​ 5 Table of Contents ​ Lamb Weston Holdings, Inc. Consolidated Statements of Stockholders’ Equit y (unaudited, in millions, except share data ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended November 26, 2023 and November 27, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 August 27, 2023 ​ ​ 144,926,900 ​ $ 150.7 ​ $ ( 427.8 ) ​ $ ( 548.7 ) ​ $ 2,354.6 ​ $ ( 25.8 ) $ 1,503.0 Dividends declared, $ 0.280 per share ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 40.4 ) ​ ​ — ​ ​ ( 40.4 ) Common stock issued ​ ​ 15,679 ​ ​ — ​ ​ — ​ ​ ( 0.2 ) ​ ​ — ​ ​ — ​ ​ ( 0.2 ) Stock-settled, stock-based compensation expense ​ ​ — ​ ​ — ​ ​ — ​ ​ 12.3 ​ ​ — ​ ​ — ​ ​ 12.3 Repurchase of common stock and common stock withheld to cover taxes ​ ​ ( 574,259 ) ​ ​ — ​ ​ ( 50.8 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 50.8 ) Other ​ ​ — ​ ​ — ​ ​ ( 0.8 ) ​ ​ 0.7 ​ ​ ( 0.6 ) ​ ​ — ​ ​ ( 0.7 ) Comprehensive income ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 215.0 ​ ​ 29.5 ​ ​ 244.5 Balance at November 26, 2023 ​ ​ 144,368,320 ​ $ 150.7 ​ $ ( 479.4 ) ​ $ ( 535.9 ) ​ $ 2,528.6 ​ $ 3.7 ​ $ 1,667.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at August 28, 2022 ​ ​ 143,830,587 ​ $ 148.3 ​ $ ( 297.1 ) ​ $ ( 796.9 ) ​ $ 1,501.8 ​ $ ( 46.1 ) ​ $ 510.0 Dividends declared, $ 0.245 per share ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 35.3 ) ​ ​ — ​ ​ ( 35.3 ) Common stock issued ​ ​ 44,008 ​ ​ — ​ ​ — ​ ​ 1.1 ​ ​ — ​ ​ — ​ ​ 1.1 Stock-settled, stock-based compensation expense ​ ​ — ​ ​ — ​ ​ — ​ ​ 10.0 ​ ​ — ​ ​ — ​ ​ 10.0 Repurchase of common stock and common stock withheld to cover taxes ​ ​ ( 4,286 ) ​ ​ — ​ ​ ( 0.4 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 0.4 ) Other ​ ​ — ​ ​ — ​ ​ — ​ ​ 0.3 ​ ​ ( 0.4 ) ​ ​ — ​ ​ ( 0.1 ) Comprehensive income (loss) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 103.1 ​ ​ ( 15.4 ) ​ ​ 87.7 Balance at November 27, 2022 ​ ​ 143,870,309 ​ $ 148.3 ​ $ ( 297.5 ) ​ $ ( 785.5 ) ​ $ 1,569.2 ​ $ ( 61.5 ) ​ $ 573.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended November 26, 2023 and November 27, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 28, 2023 ​ ​ 145,665,683 ​ $ 150.3 ​ $ ( 314.3 ) ​ $ ( 558.6 ) ​ $ 2,160.7 $ ( 26.8 ) ​ $ 1,411.3 Dividends declared, $ 0.560 per share ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 81.2 ) ​ ​ — ​ ​ ( 81.2 ) Common stock issued ​ ​ 401,328 ​ ​ 0.4 ​ ​ — ​ ​ ( 0.2 ) ​ ​ — ​ ​ — ​ ​ 0.2 Stock-settled, stock-based compensation expense ​ ​ — ​ ​ — ​ ​ — ​ ​ 22.2 ​ ​ — ​ ​ — ​ ​ 22.2 Repurchase of common stock and common stock withheld to cover taxes ​ ​ ( 1,698,691 ) ​ ​ — ​ ​ ( 164.3 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 164.3 ) Other ​ ​ — ​ ​ — ​ ​ ( 0.8 ) ​ ​ 0.7 ​ ​ ( 0.7 ) ​ ​ — ​ ​ ( 0.8 ) Comprehensive income ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 449.8 ​ ​ 30.5 ​ ​ 480.3 Balance at November 26, 2023 ​ ​ 144,368,320 ​ $ 150.7 ​ $ ( 479.4 ) ​ $ ( 535.9 ) ​ $ 2,528.6 ​ $ 3.7 ​ $ 1,667.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at May 29, 2022 ​ ​ 144,071,428 ​ $ 148.0 ​ $ ( 264.1 ) ​ $ ( 813.3 ) ​ $ 1,305.5 ​ $ ( 15.6 ) ​ $ 360.5 Dividends declared, $ 0.490 per share ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 70.5 ) ​ ​ — ​ ​ ( 70.5 ) Common stock issued ​ ​ 285,399 ​ ​ 0.3 ​ ​ — ​ ​ 1.3 ​ ​ — ​ ​ — ​ ​ 1.6 Stock-settled, stock-based compensation expense ​ ​ — ​ ​ — ​ ​ — ​ ​ 17.6 ​ ​ — ​ ​ — ​ ​ 17.6 Repurchase of common stock and common stock withheld to cover taxes ​ ​ ( 486,518 ) ​ ​ — ​ ​ ( 33.4 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 33.4 ) Other ​ ​ — ​ ​ — ​ ​ — ​ ​ 8.9 ​ ​ ( 0.8 ) ​ ​ — ​ ​ 8.1 Comprehensive income (loss) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 335.0 ​ ​ ( 45.9 ) ​ ​ 289.1 Balance at November 27, 2022 ​ ​ 143,870,309 ​ $ 148.3 ​ $ ( 297.5 ) ​ $ ( 785.5 ) ​ $ 1,569.2 ​ $ ( 61.5 ) ​ $ 573.0 ​ See Condensed Notes to Consolidated Financial Statements. ​ 6 Table of Contents Lamb Weston Holdings, Inc. Consolidated Statements of Cash Flows (unaudited, in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended ​ November 26, November 27, ​ ​ 2023 ​ 2022 Cash flows from operating activities ​ ​ ​ ​ ​ ​ Net income ​ $ 449.8 ​ $ 335.0 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization of intangibles and debt issuance costs ​ ​ 140.7 ​ ​ 102.0 Stock-settled, stock-based compensation expense ​ ​ 22.2 ​ ​ 17.6 Equity method investment earnings in excess of distributions ​ ​ ( 11.3 ) ​ ​ ( 67.6 ) Deferred income taxes ​ ​ 5.8 ​ ​ ( 6.8 ) Foreign currency remeasurement gain ​ ​ ( 0.1 ) ​ ​ ( 16.8 ) Other ​ ​ ( 1.3 ) ​ ​ ( 13.2 ) Changes in operating assets and liabilities, net of acquisitions: ​ ​ ​ ​ ​ ​ Receivables ​ ​ ( 35.2 ) ​ ​ ( 54.8 ) Inventories ​ ​ ( 216.0 ) ​ ​ ( 240.1 ) Income taxes payable/receivable, net ​ ​ 27.6 ​ ​ 24.8 Prepaid expenses and other current assets ​ ​ 68.8 ​ ​ 52.7 Accounts payable ​ ​ 96.1 ​ ​ 140.6 Accrued liabilities ​ ​ ( 91.9 ) ​ ​ 14.6 Net cash provided by operating activities ​ $ 455.2 ​ $ 288.0 Cash flows from investing activities ​ ​ ​ ​ ​ ​ Additions to property, plant and equipment ​ ​ ( 507.6 ) ​ ​ ( 232.9 ) Additions to other long-term assets ​ ​ ( 58.9 ) ​ ​ ( 37.4 ) Acquisition of interests in joint venture, net ​ ​ — ​ ​ ( 42.3 ) Acquisition of business, net of cash acquired ​ ​ ( 11.2 ) ​ ​ — Other ​ ​ 6.9 ​ ​ 1.6 Net cash used for investing activities ​ $ ( 570.8 ) ​ $ ( 311.0 ) Cash flows from financing activities ​ ​ ​ ​ ​ ​ Proceeds from short-term borrowings, net ​ ​ 133.7 ​ ​ — Proceeds from issuance of debt ​ 28.4 ​ ​ 23.3 Repayments of debt and financing obligations ​ ​ ( 27.7 ) ​ ​ ( 16.7 ) Dividends paid ​ ​ ( 81.6 ) ​ ​ ( 70.6 ) Repurchase of common stock and common stock withheld to cover taxes ​ ​ ( 164.3 ) ​ ​ ( 34.9 ) Other ​ ​ ( 0.5 ) ​ ​ 2.3 Net cash used for financing activities ​ $ ( 112.0 ) ​ $ ( 96.6 ) Effect of exchange rate changes on cash and cash equivalents ​ ​ 1.1 ​ ​ 14.0 Net decrease in cash and cash equivalents ​ ( 226.5 ) ​ ( 105.6 ) Cash and cash equivalents, beginning of period ​ ​ 304.8 ​ ​ 525.0 Cash and cash equivalents, end of period ​ $ 78.3 ​ $ 419.4 ​ See Condensed Notes to Consolidated Financial Statements. ​ ​ 7 Table of Contents Lamb Weston Holdings, Inc. Condensed Notes to Consolidated Financial Statement s (Unaudited) ​ 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. Beginning in fiscal 2024, in connection with our recent acquisitions and to align with our expanded global footprint, we began managing our operations in two reportable segments: North America and International. See Note 12, Segments, for additional information on our reportable segments. ​ Basis of Presentation ​ The accompanying unaudited Consolidated Financial Statements present the financial results of Lamb Weston and its consolidated subsidiaries for the thirteen and twenty-six weeks ended November 26, 2023 and November 27, 2022, and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”). ​ These consolidated financial statements are unaudited and include all adjustments that we consider necessary for a fair presentation of such financial statements and consist only of normal recurring adjustments. The preparation of financial statements involves the use of estimates and accruals. The actual results that we experience may differ materially from those estimates. Results for interim periods should not be considered indicative of results for our full fiscal year, which ends the last Sunday in May. ​ These financial statements and related condensed notes should be read together with the consolidated financial statements and notes in our Annual Report on Form 10-K for the fiscal year ended May 28, 2023 (the “Form 10-K”), where we include additional information on our critical accounting estimates, policies, and the methods and assumptions used in our estimates. We filed the Form 10-K with the Securities and Exchange Commission (“SEC”) on July 25, 2023. ​ Certain amounts from prior period consolidated financial statements have been reclassified to conform with current period presentation. ​ Accounting Pronouncements Not Yet Adopted ​ In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission’s Disclosure Update and Simplification Initiati ve. The amendments in this update modify the disclosure or presentation requirements of a variety of Topics in the Accounting Standards Codification (“ASC”) in response to the SEC’s Release No. 33-10532, Disclosure Update and Simplification Initiative , and align the ASC’s requirements with the SEC’s regulations. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements and related disclosures. ​ In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU is effective for our Annual Report on Form 10-K for the fiscal year ending May 25, 2025, and subsequent interim periods, with early adoption permitted. We are evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures. ​ 8 Table of Contents In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , to enhance transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a prospective basis, with early adoption permitted. We are evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures. ​ There were no other accounting pronouncements recently issued that had or are expected to have a material impact on our consolidated 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ Twenty-Six Weeks Ended ​ November 26, November 27, November 26, November 27, (in millions, except per share amounts) ​ 2023 ​ 2022 ​ 2023 ​ 2022 Numerator: ​ ​ ​ ​ Net income ​ $ 215.0 ​ $ 103.1 ​ $ 449.8 ​ $ 335.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Basic weighted average common shares outstanding ​ 144.9 ​ 144.0 ​ 145.3 ​ 144.0 Add: Dilutive effect of employee incentive plans (a) ​ 0.6 ​ 0.6 ​ 0.7 ​ 0.6 Diluted weighted average common shares outstanding ​ 145.5 ​ 144.6 ​ 146.0 ​ 144.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 1.48 ​ $ 0.72 ​ $ 3.10 ​ $ 2.33 Diluted ​ $ 1.48 ​ $ 0.71 ​ $ 3.08 ​ $ 2.32 (a) Potential dilutive shares of common stock under employee incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options and the assumed vesting of outstanding restricted stock units and performance awards. As of November 26, 2023, 0.7 million shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive. As of November 27, 2022, 0.6 million shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive. ​ 3. INCOME TAXES ​ Income tax expense for the thirteen and twenty-six weeks ended November 26, 2023 and November 27, 2022 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ Twenty-Six Weeks Ended ​ ​ November 26, ​ November 27, ​ November 26, ​ November 27, (in millions) 2023 ​ 2022 ​ 2023 ​ 2022 Income before income taxes and equity method earnings ​ $ 276.5 ​ $ 247.2 ​ $ 569.1 ​ $ 378.2 Equity method investment earnings (loss) ​ ​ 4.7 ​ ​ ( 107.3 ) ​ ​ 16.8 ​ ​ 67.3 Income tax expense ​ ​ 66.2 ​ ​ 36.8 ​ ​ 136.1 ​ ​ 110.5 Effective tax rate (a) ​ ​ 23.5 % ​ ​ 26.3 % ​ ​ 23.2 % ​ ​ 24.8 % (a) 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 varies from the U.S. statutory tax rate of 21 % principally due to the impact of U.S. state taxes, foreign taxes and currency, permanent differences, and discrete items. ​ Income Taxes Paid ​ Income taxes paid, net of refunds, were $ 101.1 million and $ 92.1 million during the twenty-six weeks ended November 26, 2023 and November 27, 2022, respectively. 9 Table of Contents ​ 4. 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. The components of inventories were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ November 26, ​ May 28, (in millions) ​ 2023 2023 Raw materials and packaging ​ $ 337.2 $ 145.7 Finished goods ​ 732.0 708.3 Supplies and other ​ 84.4 78.0 Inventories ​ $ 1,153.6 $ 932.0 ​ 5. PROPERTY, PLANT AND EQUIPMENT ​ The components of property, plant and equipment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ November 26, ​ May 28, (in millions) ​ 2023 2023 Land and land improvements ​ $ 169.2 ​ $ 163.2 Buildings, machinery and equipment ​ 3,915.0 ​ 3,576.6 Furniture, fixtures, office equipment and other ​ 120.0 ​ 112.0 Construction in progress ​ 972.5 ​ 832.0 Property, plant and equipment, at cost ​ 5,176.7 ​ 4,683.8 Less accumulated depreciation ​ ( 2,003.1 ) ​ ( 1,875.8 ) Property, plant and equipment, net ​ $ 3,173.6 ​ $ 2,808.0 ​ Depreciation expense was $ 66.5 million and $ 49.7 million for the thirteen weeks ended November 26, 2023 and November 27, 2022, respectively; and $ 132.4 million and $ 97.0 million for the twenty-six weeks ended November 26, 2023 and November 27, 2022, respectively. At November 26, 2023 and May 28, 2023, purchases of property, plant and equipment included in accounts payable were $ 188.7 million and $ 82.6 million, respectively. ​ Interest capitalized within construction in progress for the thirteen weeks ended November 26, 2023 and November 27, 2022, was $ 13.0 million and $ 4.1 million, respectively; and $ 23.5 million and $ 6.1 million for the twenty-six weeks ended November 26, 2023 and November 27, 2022, respectively. ​ 6. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS ​ The following table presents changes in goodwill balances, by segment, for the twenty-six weeks ended November 26, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in millions) North America International Total Balance at May 28, 2023 (a) ​ $ 722.4 ​ $ 318.3 ​ $ 1,040.7 Acquisition ​ ​ — ​ ​ 8.5 ​ ​ 8.5 Foreign currency translation adjustment ​ ​ 10.1 ​ ​ 5.8 ​ 15.9 Balance at November 26, 2023 ​ $ 732.5 ​ $ 332.6 ​ $ 1,065.1 ​ (a) As a result of our change in segments, effective May 29, 2023, goodwill was reassigned to the North America and International segments based on relative fair value using a market-based approach. Before and after the reassignment of our goodwill, we completed impairment assessments and concluded there were no indications of impairment in our segments. See Note 12, Segments, for more information related to the change in segments. ​ 10 Table of Contents Other identifiable intangible assets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 26, 2023 ​ May 28, 2023 ​ 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 ​ 124.2 ​ ( 33.1 ) ​ 91.1 14 ​ 121.4 ​ ( 29.2 ) ​ 92.2 ​ ​ ​ $ 142.2 $ ( 33.1 ) $ 109.1 ​ $ 139.4 $ ( 29.2 ) $ 110.2 (a) Non-amortizing intangible assets represent brands and trademarks. ​ (b) Amortizing intangible assets are principally composed of licensing agreements, brands, and customer relationships. Amortization expense, including developed technology amortization expense, was $ 2.6 million and $ 1.5 million for the thirteen weeks ended November 26, 2023 and November 27, 2022, respectively; and $ 5.3 million and $ 2.9 million for the twenty-six weeks ended November 26, 2023 and November 27, 2022, respectively. Foreign intangible assets are affected by foreign currency translation. ​ ​ 7. OTHER ASSETS ​ The components of other assets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 26, May 28, (in millions) 2023 ​ 2023 Capitalized software costs ​ $ 227.5 $ 175.4 Property, plant and equipment deposits ​ ​ 159.4 ​ ​ 30.5 Equity method investments ​ ​ 54.6 ​ ​ 43.5 Other ​ ​ 35.1 ​ ​ 38.2 Other assets ​ $ 476.6 $ 287.6 ​ 8. ACCRUED LIABILITIES ​ The components of accrued liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ November 26, ​ May 28, (in millions) ​ 2023 2023 Compensation and benefits ​ $ 115.6 $ 187.5 Accrued trade promotions ​ ​ 79.3 ​ ​ 86.1 Dividends payable to shareholders ​ ​ 40.4 ​ ​ 40.8 Taxes payable ​ ​ 36.5 21.2 Accrued interest ​ ​ 31.6 ​ ​ 31.1 Current portion of operating lease obligations ​ ​ 28.1 ​ ​ 28.5 Derivative liabilities and payables ​ ​ 23.6 ​ ​ 53.9 Plant utilities and accruals ​ ​ 21.0 ​ ​ 27.2 Other ​ ​ 57.9 33.5 Accrued liabilities ​ $ 434.0 $ 509.8 ​ 11 Table of Contents 9. DEBT AND FINANCING OBLIGATIONS ​ The components of our debt, including financing obligations, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in millions) ​ November 26, 2023 ​ May 28, 2023 ​ ​ ​ Amount ​ Interest Rate ​ ​ ​ Amount ​ Interest Rate ​ Short-term borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. revolving credit facility ​ $ 175.0 ​ 6.682 % ​ $ — ​ 7.710 % Euro revolving credit facility ​ ​ 98.5 ​ 4.695 ​ ​ ​ 149.2 ​ 4.230 ​ Other credit facilities ​ ​ 23.5 ​ (a) ​ ​ ​ 11.4 ​ (a) ​ ​ ​ ​ 297.0 ​ ​ ​ ​ ​ 160.6 ​ ​ ​ Long-term debt: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term A-1 loan facility, due June 2026 (b) ​ ​ 236.2 7.203 ​ ​ ​ 243.8 ​ 5.210 ​ Term A-2 loan facility, due April 2025 (b) ​ ​ 272.2 ​ 7.203 ​ ​ ​ 280.3 ​ 5.380 ​ Term A-3 loan facility, due January 2030 (b) ​ ​ 438.8 ​ 7.353 ​ ​ ​ 450.0 ​ 6.850 ​ RMB loan facility, due February 2027 ​ ​ 122.3 ​ 4.545 ​ ​ ​ 94.7 ​ 4.600 ​ Euro loan facility, due December 2024 ​ ​ 82.0 ​ 4.101 ​ ​ ​ 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 ​ ​ ​ ​ 3,321.5 ​ ​ ​ ​ ​ 3,319.2 ​ ​ ​ Financing obligations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease financing obligations due on various dates through 2040 ​ ​ 6.9 ​ ​ ​ ​ 7.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total debt and financing obligations ​ ​ 3,625.4 ​ ​ ​ ​ 3,487.5 ​ ​ ​ Debt issuance costs and debt discounts (c) ​ ​ ( 23.6 ) ​ ​ ​ ​ ​ ( 25.3 ) ​ ​ ​ Short-term borrowings, net of debt discounts ​ ​ ( 294.3 ) ​ ​ ​ ​ ​ ( 158.5 ) ​ ​ ​ Current portion of long-term debt and financing obligations ​ ( 55.0 ) ​ ​ ​ ( 55.3 ) ​ ​ ​ Long-term debt and financing obligations, excluding current portion ​ $ 3,252.5 ​ ​ ​ $ 3,248.4 ​ ​ ​ (a) 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) Excludes debt issuance costs of $ 2.1 million and $ 2.5 million as of November 26, 2023 and May 28, 2023, respectively, related to our U.S. revolving credit facility, which are recorded in “Other assets” on our Consolidated Balance Sheets. ​ As of November 26, 2023, we had $ 175.0 million of borrowings outstanding under our U.S. revolving credit facility and $ 819.6 million of availability under the facility, which is net of outstanding letters of credit of $ 5.4 million. ​ For the twenty-six weeks ended November 26, 2023 and November 27, 2022, we paid $ 89.4 million and $ 76.6 million of interest on debt, respectively. ​ For more information about our debt and financing obligations, interest rates, and debt covenants, see Note 8, Debt and Financing Obligations, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of the Form 10-K. ​ ​ ​ 12 Table of Contents 10. FAIR VALUE MEASUREMENTS ​ The fair values of cash equivalents, receivables, accounts payable, and short-term debt approximate their carrying amounts due to their short duration. ​ The following table presents our financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of November 26, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ of Assets (in millions) Level 1 Level 2 Level 3 (Liabilities) Derivative assets (a) ​ $ — ​ $ 2.4 ​ $ — ​ $ 2.4 Derivative liabilities (a) ​ ​ — ​ ​ ( 21.4 ) ​ ​ — ​ ​ ( 21.4 ) Deferred compensation liabilities (b) ​ ​ — ​ ​ ( 25.8 ) ​ ​ — ​ ​ ( 25.8 ) Fair value, net ​ $ — ​ $ ( 44.8 ) ​ $ — ​ $ ( 44.8 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of May 28, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ of Assets (in millions) Level 1 Level 2 Level 3 (Liabilities) 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 ​ $ — ​ $ ( 66.2 ) ​ $ — ​ $ ( 66.2 ) (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. ​ ​ As of November 26, 2023, we had $ 2,170.0 million of fixed-rate and $ 1,448.5 million of variable-rate debt outstanding. Based on current market rates, the fair value of our fixed-rate debt was estimated to be $ 1,946.8 million. Any differences between the book value and fair value are due to the difference between the period-end market interest rate and the stated rate of our fixed-rate debt. 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. ​ 11. STOCKHOLDERS’ EQUITY ​ Share Repurchase Program ​ On October 11, 2023, we announced that our Board of Directors increased our share repurchase authorization to an aggregate amount of $ 500.0 million, including approximately $ 124.0 million of remaining unused capacity under the Board’s previous share repurchase authorization. The program has no expiration date. During the thirteen weeks ended November 26, 2023, we repurchased 571,986 shares for an aggregate purchase price of $ 50.0 million, or a weighted-average price of $ 87.41 per share. During the twenty-six weeks ended November 26, 2023, we repurchased 1,564,351 shares for an aggregate purchase price of $ 150.0 million, or a weighted-average price of $ 95.89 per share. As of November 26, 2023, $ 450.0 million remained authorized for repurchase under the program. ​ 13 Table of Contents Dividends ​ During the twenty-six weeks ended November 26, 2023, we paid $ 81.6 million of cash dividends to our common stockholders. In addition, on December 1, 2023, we paid $ 40.4 million of cash dividends to common stockholders of record as of the close of business on November 3, 2023. On December 14, 2023 , our Board of Directors declared a cash dividend of $ 0.36 per share of our common stock. This dividend will be paid on March 1, 2024 , to common stockholders of record as of the close of business on February 2, 2024 . ​ Accumulated Other Comprehensive Income (Loss) ​ Changes in accumulated other comprehensive income (loss), net of taxes, as of November 26, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign ​ ​ ​ ​ ​ ​ Accumulated ​ ​ Currency ​ Pension and ​ ​ ​ Other ​ ​ Translation ​ Post-Retirement ​ ​ ​ Comprehensive (in millions) Gain (Loss) Benefits ​ Other Income (Loss) Balance as of May 28, 2023 ​ $ ( 27.1 ) $ ( 0.7 ) ​ $ 1.0 $ ( 26.8 ) Other comprehensive income before reclassifications, net of tax ​ ​ 31.0 ​ ​ ( 0.3 ) ​ ​ ( 0.2 ) ​ ​ 30.5 Net current-period other comprehensive income ​ 31.0 ( 0.3 ) ​ ( 0.2 ) ​ 30.5 Balance as of November 26, 2023 ​ $ 3.9 $ ( 1.0 ) ​ $ 0.8 $ 3.7 14 Table of Contents 12. SEGMENTS ​ Effective May 29, 2023, to align with our expanded global footprint following the completion of our acquisition of the remaining 50 % equity interest in Lamb-Weston/Meijer v.o.f., our former European joint venture (“LW EMEA”), management, including our chief executive officer (who is our chief operating decision maker), began managing operations in two business segments based on management’s change to the way it monitors performance, aligns strategies, and allocates resources. As a result of this change, we now have two operating segments, each of which is a reportable segment: North America and International. Our chief operating decision maker receives periodic management reports under this structure, which, as discussed above, informs operating decisions, performance assessment, and resource allocation decisions at the segment level. These reportable segments are each managed by a general manager and supported by a cross functional team assigned to support the segment. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ Twenty-Six Weeks Ended ​ November 26, November 27, November 26, November 27, (in millions) ​ 2023 ​ 2022 ​ 2023 ​ 2022 Segment net sales ​ ​ ​ ​ North America ​ $ 1,167.1 ​ $ 1,062.5 ​ $ 2,302.5 ​ $ 2,018.1 International (a) ​ 565.0 ​ 214.0 ​ 1,094.9 ​ 384.0 ​ ​ $ 1,732.1 ​ $ 1,276.5 ​ $ 3,397.4 ​ $ 2,402.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended November 26, 2023 ​ ​ North America ​ ​ International (a) ​ ​ Unallocated Corporate Costs (b) ​ ​ Total Company Adjusted EBITDA (c) ​ $ 321.3 ​ $ 100.2 ​ $ ( 44.6 ) ​ $ 376.9 Unrealized derivative losses ​ ​ — ​ ​ — ​ ​ 1.6 ​ ​ 1.6 Foreign currency exchange gains ​ ​ — ​ ​ — ​ ​ ( 9.2 ) ​ ​ ( 9.2 ) Items impacting comparability: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Inventory step-up from acquisition ​ ​ — ​ ​ ( 1.8 ) ​ ​ — ​ ​ ( 1.8 ) Integration and acquisition-related items, net ​ ​ — ​ ​ — ​ ​ 4.8 ​ ​ 4.8 Depreciation and amortization (d) ​ ​ 43.3 ​ ​ 26.8 ​ ​ 1.1 ​ ​ 71.2 Income (loss) from operations including equity method investment earnings ​ $ 278.0 ​ $ 75.2 ​ $ ( 42.9 ) ​ ​ 310.3 Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 29.1 Income tax expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 66.2 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 215.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended November 27, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ $ 299.6 ​ $ 60.2 ​ $ ( 30.9 ) ​ $ 328.9 Unrealized derivative gains ​ ​ — ​ ​ — ​ ​ ( 0.4 ) ​ ​ ( 0.4 ) Foreign currency exchange losses ​ ​ — ​ ​ — ​ ​ 1.4 ​ ​ 1.4 Unconsolidated joint venture unrealized derivative losses ​ ​ — ​ ​ — ​ ​ 130.1 ​ ​ 130.1 Item impacting comparability: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Integration and acquisition-related items, net ​ ​ — ​ ​ — ​ ​ ( 26.5 ) ​ ​ ( 26.5 ) Depreciation and amortization (d) ​ ​ 42.7 ​ ​ 16.7 ​ ​ 0.4 ​ ​ 59.8 Income (loss) from operations including equity method investment earnings ​ $ 256.9 ​ $ 43.5 ​ $ ( 135.9 ) ​ ​ 164.5 Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 24.6 Income tax expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 36.8 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 103.1 15 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended November 26, 2023 ​ ​ North America ​ ​ International (a) ​ ​ Unallocated Corporate Costs (b) ​ ​ Total Company Adjusted EBITDA (c) ​ $ 700.7 ​ $ 189.8 ​ $ ( 100.8 ) ​ $ 789.7 Unrealized derivative gains ​ ​ — ​ ​ — ​ ​ ( 25.7 ) ​ ​ ( 25.7 ) Foreign currency exchange gains ​ ​ — ​ ​ — ​ ​ ( 1.8 ) ​ ​ ( 1.8 ) Items impacting comparability: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Inventory step-up from acquisition ​ ​ — ​ ​ 20.7 ​ ​ — ​ ​ 20.7 Integration and acquisition-related items, net ​ ​ — ​ ​ — ​ ​ 8.8 ​ ​ 8.8 Depreciation and amortization (d) ​ ​ 87.0 ​ ​ 53.0 ​ ​ 2.0 ​ ​ 142.0 Income (loss) from operations including equity method investment earnings ​ $ 613.7 ​ $ 116.1 ​ $ ( 84.1 ) ​ ​ 645.7 Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 59.8 Income tax expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 136.1 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 449.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended November 27, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ $ 531.4 ​ $ 93.3 ​ $ ( 61.2 ) ​ $ 563.5 Unrealized derivative losses ​ ​ — ​ ​ — ​ ​ 3.6 ​ ​ 3.6 Foreign currency exchange losses ​ ​ — ​ ​ — ​ ​ 2.4 ​ ​ 2.4 Unconsolidated joint venture unrealized derivative gains ​ ​ — ​ ​ — ​ ​ ( 14.4 ) ​ ​ ( 14.4 ) Items impacting comparability: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Integration and acquisition-related items, net ​ ​ — ​ ​ — ​ ​ ( 26.5 ) ​ ​ ( 26.5 ) Gain on acquisition of interest in joint ventures (e) ​ ​ — ​ ​ ( 15.1 ) ​ ​ — ​ ​ ( 15.1 ) Depreciation and amortization (d) ​ ​ 84.0 ​ ​ 32.5 ​ ​ 0.9 ​ ​ 117.4 Income (loss) from operations including equity method investment earnings ​ $ 447.4 ​ $ 75.9 ​ $ ( 27.2 ) ​ ​ 496.1 Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 50.6 Income tax expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 110.5 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 335.0 (a) We acquired the remaining interest in LW EMEA in the fourth quarter of fiscal 2023. Accordingly, LW EMEA’s adjusted EBITDA is reported in the International segment for the thirteen and twenty-six weeks ended November 26, 2023, whereas in the same period in the prior year, our 50 % equity interest in LW EMEA was recorded using equity method accounting. As a result, only 50 % of LW EMEA’s adjusted EBITDA is reported in the International segment for the thirteen and twenty-six weeks ended November 27, 2022. (b) Unallocated corporate costs included costs related to corporate support staff and support services, foreign exchange gains and losses and unrealized mark-to-market derivative gains and losses. Support services include, but are not limited to, our administrative, information technology, human resources, finance, and accounting functions that are not specifically allocated to the segments. Unallocated corporate costs for the thirteen and twenty-six weeks ended November 26, 2023 included unallocated corporate costs of LW EMEA, whereas in the same period in the prior year, our portion of LW EMEA’s unallocated corporate costs were recorded in “Equity method investment earnings” in the Consolidated Statements of Earnings in the International segment. (c) The thirteen and twenty-six weeks ended November 26, 2023 included a $ 70.9 million charge ( $ 53.9 million after-tax, or $ 0.37 per share) related to a write-off of excess raw potatoes. The total charge to the reporting segments was as follows: $ 63.3 million to the North America segment and $ 7.6 million to the International segment. (d) Depreciation and amortization included interest expense, income tax expense, and depreciation and amortization from equity method investments of $ 2.1 million and $ 8.6 million for the thirteen weeks ended November 26, 2023 and November 27, 2022, respectively; and $ 4.3 million and $ 17.6 million for the twenty-six weeks ended November 26, 2023 and November 27, 2022, respectively. 16 Table of Contents ​ (e) The twenty-six weeks ended November 27, 2022 included a $ 15.1 million (before and after-tax) gain recognized in connection with our acquisition of an additional 40 % equity interest in Lamb Weston Alimentos Modernos S.A. (“LWAMSA”) in July 2022. This gain related to remeasuring our previously held 50 % equity interest in LWAMSA to fair value, recorded in “Equity method investment earnings” in the Consolidated Statements of Earnings, and is excluded from the financial results of our International segment. ​ 13. 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, lease obligations, purchase commitments for goods and services, and legal proceedings. There have been no material changes to the commitments, contingencies, guarantees and legal proceedings disclosed in Note 14, Commitments, Contingencies, Guarantees, and Legal Proceedings, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of the Form 10-K. ​ 17 Table of Contents