What changed in this filing

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Item 1. Financial Statements

2024-12-20 compared with 2024-10-02 · 204 added, 98 removed, 334 unchanged (47% of the section changed)

3 unchanged sentences

(unaudited, dollars in millions, except per share amounts)

Thirteen Weeks Ended

2024 August 27,

Thirteen Weeks Ended Twenty-Six Weeks Ended

2024 November 26,

2023 November 24,

2024 November 26,

Net sales $ 1,600.9 $ 1,732.1 $ 3,255.0 $ 3,397.4

2 unchanged sentences

Selling, general and administrative expenses 184.7 170.0 328.6 346.2

Restructuring expense 74.6 — 74.6 —

Income from operations 18.5 305.6 230.6 628.9

Interest expense, net 43.3 29.1 88.5 59.8

Income before income taxes and equity method earnings 166.9 292.6

Income (loss) before income taxes and equity method earnings ( 24.8 ) 276.5 142.1 569.1

Income tax expense 13.4 66.2 64.2 136.1

Equity method investment earnings 2.1 4.7 13.4 16.8

Net income $ 127.4 $ 234.8

Earnings per share:

Net income (loss) $ ( 36.1 ) $ 215.0 $ 91.3 $ 449.8

Earnings (loss) per share:

Basic $ ( 0.25 ) $ 1.48 $ 0.64 $ 3.10

8 unchanged sentences

Thirteen weeks ended

August 25, 2024 Thirteen Weeks Ended

August 27, 2023

November 24, 2024 Thirteen weeks ended

November 26, 2023

Benefit After-Tax

1 unchanged sentence

Benefit After-Tax

Net income (loss) $ ( 22.7 ) $ ( 13.4 ) $ ( 36.1 ) $ 281.2 $ ( 66.2 ) $ 215.0

Other comprehensive income (loss):

Unrealized pension and post-retirement benefit obligations loss — — — ( 0.2 ) 0.1 ( 0.1 )

Unrealized currency translation (losses) gains ( 117.8 ) 1.1 ( 116.7 ) 30.5 ( 0.7 ) 29.8

Other ( 0.1 ) — ( 0.1 ) ( 0.2 ) — ( 0.2 )

Comprehensive income (loss) $ ( 140.6 ) $ ( 12.3 ) $ ( 152.9 ) $ 311.3 $ ( 66.8 ) $ 244.5

Twenty-Six Weeks Ended

November 24, 2024 Twenty-Six Weeks Ended

November 26, 2023

Benefit After-Tax

Amount Pre-Tax

Benefit After-Tax

Net income $ 155.5 $ ( 64.2 ) $ 91.3 $ 585.9 $ ( 136.1 ) $ 449.8

1 unchanged sentence

Unrealized pension and post-retirement benefit obligations loss ( 0.2 ) — ( 0.2 ) ( 0.4 ) 0.1 ( 0.3 )

Unrealized currency translation gains 56.6 ( 0.6 ) 56.0 0.8 0.4 1.2

Unrealized currency translation (losses) gains ( 61.2 ) 0.5 ( 60.7 ) 31.3 ( 0.3 ) 31.0

Other ( 0.3 ) 0.1 ( 0.2 ) ( 0.2 ) — ( 0.2 )

36 unchanged sentences

Retained earnings 2,687.2 2,699.8

Accumulated other comprehensive income (loss) 42.8 ( 12.9 )

Accumulated other comprehensive loss ( 74.0 ) ( 12.9 )

Total stockholders’ equity 1,632.8 1,787.8

4 unchanged sentences

(unaudited, dollars in millions, except share and per share data )

Thirteen Weeks Ended August 25, 2024 and August 27, 2023

Thirteen Weeks Ended November 24, 2024 and November 26, 2023

Common Stock,

9 unchanged sentences

Stockholders’

Balance at May 26, 2024 143,666,656 $ 150.7 $ ( 540.9 ) $ ( 508.9 ) $ 2,699.8 $ ( 12.9 ) $ 1,787.8

Balance at August 25, 2024 142,595,357 $ 151.3 $ ( 633.7 ) $ ( 499.0 ) $ 2,775.3 $ 42.8 $ 1,836.7

Dividends declared, $ 0.36 per share

4 unchanged sentences

Other — — — ( 10.6 ) ( 0.7 ) — ( 11.3 )

Comprehensive income — — — — 127.4 55.7 183.1

Comprehensive loss — — — — ( 36.1 ) ( 116.8 ) ( 152.9 )

Balance at November 24, 2024 142,640,636 $ 151.3 $ ( 634.4 ) $ ( 497.3 ) $ 2,687.2 $ ( 74.0 ) $ 1,632.8

Balance at August 27, 2023 144,926,900 $ 150.7 $ ( 427.8 ) $ ( 548.7 ) $ 2,354.6 $ ( 25.8 ) $ 1,503.0

Dividends declared, $ 0.28 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

Twenty-Six weeks ended November 24, 2024 and November 26, 2023

Common Stock,

net of Treasury

Shares Common

Amount Treasury

Amount Additional

(Distributed)

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Total

Stockholders’

Balance at May 26, 2024 143,666,656 150.7 ( 540.9 ) ( 508.9 ) 2,699.8 ( 12.9 ) $ 1,787.8

5 unchanged sentences

Other — — ( 0.6 ) ( 9.6 ) ( 1.0 ) — ( 11.2 )

Comprehensive income (loss) — — — — 91.3 ( 61.1 ) 30.2

Balance at November 24, 2024 142,640,636 $ 151.3 $ ( 634.4 ) $ ( 497.3 ) $ 2,687.2 $ ( 74.0 ) $ 1,632.8

Balance at May 28, 2023 145,665,683 $ 150.3 $ ( 314.3 ) $ ( 558.6 ) $ 2,160.7 $ ( 26.8 ) $ 1,411.3

Dividends declared, $ 0.56 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 August 27, 2023 144,926,900 $ 150.7 $ ( 427.8 ) $ ( 548.7 ) $ 2,354.6 $ ( 25.8 ) $ 1,503.0

Balance at November 26, 2023 144,368,320 $ 150.7 $ ( 479.4 ) $ ( 535.9 ) $ 2,528.6 $ 3.7 $ 1,667.7

See Condensed Notes to Consolidated Financial Statements.

2 unchanged sentences

(unaudited, dollars in millions)

Thirteen Weeks Ended

2024 August 27,

Twenty-Six Weeks Ended

2024 November 26,

Cash flows from operating activities

3 unchanged sentences

Stock-settled, stock-based compensation expense 21.9 22.2

Equity method investment earnings in excess of distributions ( 0.1 ) ( 12.2 )

Equity method investment (earnings) loss, net of distributions 11.5 ( 11.3 )

Deferred income taxes 1.4 5.8

12 unchanged sentences

Additions to other long-term assets ( 31.7 ) ( 58.9 )

Acquisition of business, net of cash acquired — ( 11.2 )

Proceeds from blue chip swap transactions, net of purchases 19.9 7.1

24 unchanged sentences

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements present the financial results of Lamb Weston and its consolidated subsidiaries for the thirteen weeks ended August 25, 2024 and August 27, 2023, and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”).

The accompanying unaudited Consolidated Financial Statements present the financial results of Lamb Weston and its consolidated subsidiaries for the thirteen and twenty-six weeks ended November 24, 2024 and November 26, 2023, 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.

5 unchanged sentences

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

These reclassifications had no financial impact on previously reported net income (loss), cash flows, or stockholders' equity.

Accounting Pronouncements Not Yet Adopted

3 unchanged sentences

ASU 2023-07 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.

We are evaluating the impact of adopting this ASU on our reportable segment disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

2 unchanged sentences

We are evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) , which requires disaggregated disclosure of income statement expenses in public business entities.

ASU 2024-03 is effective for our Annual Report on Form 10-K for the fiscal year ending May 28, 2028, 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.

1 unchanged sentence

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

Thirteen Weeks Ended

(in millions, except per share amounts) August 25,

2024 August 27,

Net income $ 127.4 $ 234.8

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in millions, except per share amounts) November 24,

2024 November 26,

2023 November 24,

2024 November 26,

Net income (loss) $ ( 36.1 ) $ 215.0 $ 91.3 $ 449.8

Basic weighted average common shares outstanding 142.8 144.9 143.2 145.3

1 unchanged sentence

Diluted weighted average common shares outstanding 143.2 145.5 143.7 146.0

Earnings per share:

Earnings (loss) per share:

Basic $ ( 0.25 ) $ 1.48 $ 0.64 $ 3.10

2 unchanged sentences

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

As of August 25, 2024, 0.8 million shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

As of August 27, 2023, 0.2 million shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

As of November 24, 2024, 0.6 million shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

As of November 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.

Income tax expense for the periods presented were as follows:

Thirteen Weeks Ended

(in millions) August 25,

2024 August 27,

Income before income taxes and equity method earnings $ 166.9 $ 292.6

Equity method investment earnings (loss) 11.3 12.1

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in millions) November 24,

2024 November 26,

2023 November 24,

2024 November 26,

Income (loss) before income taxes and equity method earnings $ ( 24.8 ) $ 276.5 $ 142.1 $ 569.1

Equity method investment earnings 2.1 4.7 13.4 16.8

Income tax expense 13.4 66.2 64.2 136.1

2 unchanged sentences

(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.

Our effective tax rate increased during the first quarter of fiscal 2025, primarily due to a higher proportion of earnings from our international locations with higher tax rates and discrete tax items.

During the thirteen and twenty-six weeks ended November 24, 2024, we recorded a $ 35.5 million tax benefit related to charges in connection with our previously announced restructuring plan (the “Restructuring Plan”) and a discrete tax expense of $ 14.4 million and $ 19.2 million, respectively, primarily related to the establishment of a non-cash full valuation allowance against certain international deferred tax assets.

See Note 4, Restructuring Plan, of these Condensed Notes to Consolidated Financial Statements for more information about the Restructuring Plan.

Income Taxes Paid

Income taxes paid, net of refunds, were $ 6.0 million and $ 4.2 million during the thirteen weeks ended August 25, 2024 and August 27, 2023, respectively.

Income taxes paid, net of refunds, were $ 86.4 million and $ 101.1 million during the twenty-six weeks ended November 24, 2024 and November 26, 2023, respectively.

RESTRUCTURING PLAN

On October 1, 2024, we announced the Restructuring Plan, which is designed to drive operational and cost efficiencies and improve cash flows.

The Restructuring Plan includes the permanent closure of our manufacturing facility in Connell, Washington, the temporary curtailment of certain production lines and schedules across our manufacturing network in North America, and reductions in employee headcount, other operating expenses, and capital expenditures.

In connection with the Restructuring Plan, we expect to recognize total pre-tax charges of $ 190 million to $ 210 million.

We expect actions in connection with the Restructuring Plan will be substantially complete by the end of the fourth quarter of fiscal 2025, and that the majority of the remaining charges will relate to facility closure and employee-related costs.

Any changes to these estimates or timing will be reflected in our results of operations in future periods.

For the thirteen and twenty-six weeks ended November 24, 2024, we recorded $ 159.1 million of pre-tax charges, of which $ 114.5 million were cash and $ 44.6 million were non-cash.

(in millions) Thirteen and Twenty-Six Weeks Ended November 24, 2024

Restructuring Plan expenses related to (a):

Accelerated depreciation, retirement of assets, and other plant charges (b) $ 45.8

Potato contract terminations (c) 64.7

Inventory write-off (c) 19.8

Employee-related costs (d) 16.2

Other restructuring charges 12.6

___________________________________________

(a) These charges were included as “ unallocated corporate costs ” before being reconciled in the Segment Adjusted EBITDA to Net income (loss) table in Note 13, Segments, of these Condensed Notes to the Consolidated Financial Statements.

(b) Includes charges related to accelerating depreciation of the manufacturing facility permanently closed under the Restructuring Plan, other asset retirements, and plant charges.

(c) Includes the cost of contracted raw potatoes that will not be used due to curtailed production and the write-off of inventories, including spare parts, related to the production curtailment under the Restructuring Plan.

(d) Includes employee severance and other one-time termination benefits related to the reduction in headcount under the Restructuring Plan.

The following amounts related to the Restructuring Plan are included in the Company’s Consolidated Statements of Earnings:

(in millions) Thirteen and Twenty-Six Weeks Ended November 24, 2024

Restructuring Plan expenses included in:

Cost of sales $ 75.5

Restructuring expense 74.6

Equity method investment earnings 9.0

Liabilities related to the Restructuring Plan of $ 65.3 million are recorded as current liabilities within “Accounts payable” and “Accrued liabilities” in the accompanying Consolidated Balance Sheet at November 24, 2024.

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:

1 unchanged sentence

The components of inventories were as follows:

(in millions) August 25,

(in millions) November 24,

Raw materials and packaging $ 344.8 $ 178.7

4 unchanged sentences

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

(in millions) August 25,

(in millions) November 24,

Land and land improvements $ 186.9 $ 186.2

5 unchanged sentences

Property, plant and equipment, net $ 3,609.6 $ 3,582.8

At August 25, 2024 and May 26, 2024, purchases of property, plant and equipment included in accounts payable were $ 148.8 million and $ 292.0 million, respectively.

Below is a breakdown of depreciation and amortization between cost of sales (“COS”) and selling, general and administrative expenses (“SG&A”).

(in millions) August 25,

2024 August 27,

At November 24, 2024 and May 26, 2024, purchases of property, plant and equipment included in accounts payable were $ 115.4 million and $ 292.0 million, respectively.

Below is a breakdown of depreciation and amortization between cost of sales (“COS”) and selling, general and administrative expenses (“SG&A”) for the thirteen and twenty-six weeks ended November 24, 2024 and November 26, 2023.

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in millions) November 24,

2024 November 26,

2023 November 24,

2024 November 26,

Depreciation - COS $ 79.6 $ 63.8 $ 158.1 $ 126.7

Depreciation - SG&A 3.7 2.7 7.0 5.7

Depreciation - Restructuring expense (a) 28.9 — 28.9 —

$ 112.2 $ 66.5 $ 194.0 $ 132.4

Amortization - SG&A $ 7.2 $ 2.7 $ 14.7 $ 5.3

Interest capitalized within construction in progress for the thirteen weeks ended August 25, 2024 and August 27, 2023, was $ 6.7 million and $ 10.5 million, respectively.

___________________________________________

(a) See Note 4, Restructuring Plan, of these Condensed Notes to Consolidated Financial Statements for additional information.

Interest capitalized within construction in progress for the thirteen weeks ended November 24, 2024 and November 26, 2023, was $ 8.2 million and $ 13.0 million, respectively;

and $ 14.9 million and $ 23.5 million for the twenty-six weeks ended November 24, 2024 and November 26, 2023, respectively.

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The following table presents changes in goodwill balances, by segment, for the thirteen weeks ended August 25, 2024:

The following table presents changes in goodwill balances, by segment, for the twenty-six weeks ended November 24, 2024:

(in millions) North America International Total

1 unchanged sentence

Foreign currency translation adjustment ( 21.8 ) ( 9.8 ) ( 31.6 )

Balance at August 25, 2024 $ 747.8 $ 339.7 $ 1,087.5

Balance at November 24, 2024 $ 707.0 $ 321.3 $ 1,028.3

Other identifiable intangible assets were as follows:

August 25, 2024 May 26, 2024

November 24, 2024 May 26, 2024

(in millions, except useful lives) Weighted

14 unchanged sentences

The components of other assets were as follows:

(in millions) August 25,

(in millions) November 24,

Capitalized software costs $ 219.7 $ 227.9

5 unchanged sentences

The components of accrued liabilities were as follows:

(in millions) August 25,

(in millions) November 24,

Compensation and benefits $ 97.2 $ 72.8

Taxes payable 78.7 24.8

Accrued trade promotions 62.9 90.0

Dividends payable to shareholders 51.3 51.7

Current portion of operating lease obligations 31.1 29.3

Accrued interest 43.0 31.7

Taxes payable 28.4 24.8

Current portion of operating lease obligations 26.3 29.3

Plant utilities and accruals 25.8 23.9

4 unchanged sentences

The components of our debt, including financing obligations, were as follows:

(in millions) August 25, 2024 May 26, 2024

(in millions) November 24, 2024 May 26, 2024

Amount Interest Rate Amount Interest Rate

Short-term borrowings:

Global revolving credit facility $ 490.6 6.620 % $ 291.3 6.580 %

Revolving credit facility $ 288.1 6.450 % $ 291.3 6.580 %

Other credit facilities (a) 32.4 35.0

Long-term debt:

Term A-1 loan facility, due June 2026 (b) 225.0 7.290 228.8 7.240

Term A-1 loan facility, due June 2026 (b) (c) — — 228.8 7.240

Term A-3 loan facility, due January 2030 (b) 416.3 7.300 427.5 7.390

Term A-4 loan facility, due May 2029 (b) 320.9 6.580 325.0 6.540

Term A-5 loan facility, due September 2031 (b) (c) 500.0 5.620 — —

RMB loan facility, due February 2027 145.1 4.190 142.2 4.450

RMB loan facility, due September 2029 16.5 4.150 — —

Euro term loan facility, due May 2029 208.4 4.930 216.9 5.080

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

3,777.2 3,510.4

Financing obligations:

1 unchanged sentence

Total debt and financing obligations 4,102.4 3,842.4

Debt issuance costs (c) ( 18.0 ) ( 19.0 )

Debt issuance costs (d) ( 18.6 ) ( 19.0 )

Short-term borrowings ( 320.5 ) ( 326.3 )

4 unchanged sentences

Borrowings under these facilities bear interest at various rates.

(b) The interest rates applicable to the Term A-1, A-3, and A-4 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 $ 4.7 million and $ 4.9 million as of August 25, 2024 and May 26, 2024, respectively, related to our Global revolving credit facility, which are recorded in “Other assets” on our Consolidated Balance Sheets.

As of August 25, 2024, we had $ 1,004.0 million of available liquidity under our committed global revolving credit facility.

For the thirteen weeks ended August 25, 2024 and August 27, 2023, we paid $ 56.7 million and $ 56.9 million of interest on debt, respectively.

On September 27, 2024, we amended our credit agreement, dated as of May 3, 2024, relating to our term loan facilities with certain lenders and AgWest Farm Credit, PCA, as administrative agent (the “Amended Term Loan Agreement”).

The Amended Term Loan Agreement, among other things, established a new $ 500 million term loan facility with a maturity date of September 2031 (“Term A-5 Loan”).

We used the proceeds of the Term A-5 Loan to repay the Term A-1 loan facility in full and $ 275 million of borrowings under our global revolving credit facility.

Borrowings of the Term A-5 Loan bear interest at a per annum rate equal to (i) an applicable rate plus (ii) the Adjusted Term SOFR Rate, the Base Rate or the Fixed Rate (each as defined in the Amended Term Loan Agreement).

The applicable rate is based on the Company’s consolidated net leverage ratio and ranges between 1.85 % to 2.85 % (or, in the case of Base Rate-based loans, 0.85 % to 1.85 %).

(b) The interest rates applicable to the Term A-1, A-3, A-4, and A-5 loans do not include anticipated patronage dividends.

We have received and expect to continue receiving patronage dividends under these term loan facilities.

(c) On September 27, 2024, we established a new $ 500 million Term A-5 loan facility with a maturity date of September 2031.

We used the proceeds of this Term A-5 loan to repay the Term A-1 loan facility in full and a portion of outstanding borrowings under our revolving credit facility.

(d) Excludes debt issuance costs of $ 4.3 million and $ 4.9 million as of November 24, 2024 and May 26, 2024, respectively, related to our Revolving credit facility, which are recorded in “Other assets” on our Consolidated Balance Sheets.

As of November 24, 2024, we had $ 1,211.9 million of available liquidity under our committed revolving credit facility.

For the twenty-six weeks ended November 24, 2024 and November 26, 2023, we paid $ 97.1 million and $ 89.4 million of interest on debt, respectively.

For more information about our debt and financing obligations, interest rates, and debt covenants, see Note 6, 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.

Financial Statements and Supplementary Data” of the Form 10-K, and Note 9, Debt and Financing Obligations, in “Part I, Item 1.

Financial Statements (Unaudited)” of our Quarterly Report on Form 10-Q for the quarter ended August 25, 2024 filed with the SEC on October 2, 2024 .

FAIR VALUE MEASUREMENTS

1 unchanged sentence

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 August 25, 2024

As of November 24, 2024

(in millions) Level 1 Level 2 Level 3 Fair Value

18 unchanged sentences

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

As of August 25, 2024, we had $ 2,495.0 million of fixed-rate and $ 1,548.7 million of variable-rate debt outstanding.

Based on current market rates, the fair value of our fixed-rate debt was estimated to be $ 2,370 million as of August 25, 2024.

As of November 24, 2024, we had $ 2,990.9 million of fixed-rate and $ 1,106.8 million of variable-rate debt outstanding.

Based on current market rates, the fair value of our fixed-rate debt was estimated to be $ 2,848 million as of November 24, 2024.

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.

2 unchanged sentences

Share Repurchase Program

During the thirteen weeks ended August 25, 2024, we repurchased 1,412,852 shares of our common stock for an aggregate purchase price of $ 82.0 million, or a weighted-average price of $ 58.04 per share.

As of August 25, 2024, $ 308.0 million remained authorized for repurchase under our share repurchase program.

During the thirteen weeks ended August 25, 2024, we paid $ 51.7 million of cash dividends to our common stockholders.

In addition, on August 30, 2024, we paid $ 51.6 million of cash dividends to common stockholders of record as of the close of business on August 2, 2024.

On September 26, 2024, our Board of Directors declared a cash dividend of $ 0.36 per share of our common stock.

This dividend will be paid on November 29, 2024, to common stockholders of record as of the close of business on November 1, 2024.

During the thirteen weeks ended November 24, 2024, we did not repurchase any shares under our share repurchase program.

During the twenty-six weeks ended November 24, 2024, we repurchased 1,412,852 shares of our common stock for an aggregate purchase price of $ 82.0 million, or a weighted-average price of $ 58.04 per share.

As of November 24, 2024, approximately $ 308 million remained authorized for repurchase under our share repurchase program.

On December 19, 2024, we announced that our Board of Directors (the “Board”) increased our share repurchase authorization $ 250 million to an aggregate amount of $ 750 million.

After giving effect to this increase, approximately $ 558 million remains authorized and available for repurchase under the program.

The program has no expiration date.

During the twenty-six weeks ended November 24, 2024, we paid $ 103.3 million of cash dividends to our common stockholders.

In addition, on November 29, 2024, we paid $ 51.3 million of cash dividends to common stockholders of record as of the close of business on November 1, 2024.

On December 18, 2024, the Board declared a cash dividend of $ 0.37 per share of our common stock.

This dividend will be paid on February 28, 2025, to common stockholders of record as of the close of business on January 31, 2025.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of taxes, as of August 25, 2024 were as follows:

Changes in accumulated other comprehensive income (loss), net of taxes, as of November 24, 2024 were as follows:

(in millions) Foreign

7 unchanged sentences

Net current-period other comprehensive income ( 60.7 ) ( 0.2 ) ( 0.2 ) ( 61.1 )

Balance as of August 25, 2024 $ 47.8 $ ( 5.5 ) $ 0.5 $ 42.8

Balance as of November 24, 2024 $ ( 68.9 ) $ ( 5.5 ) $ 0.4 $ ( 74.0 )

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

2 unchanged sentences

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

(in millions) August 25,

2024 August 27,

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in millions) November 24,

2024 November 26,

2023 November 24,

2024 November 26,

Segment net sales

2 unchanged sentences

$ 1,600.9 $ 1,732.1 $ 3,255.0 $ 3,397.4

Thirteen Weeks Ended

(in millions) August 25,

2024 August 27,

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in millions) November 24,

2024 November 26, 2023 November 24,

2024 November 26,

Segment Adjusted EBITDA

4 unchanged sentences

Depreciation and amortization (b) 92.5 71.2 183.9 142.0

Unrealized derivative gains ( 8.9 ) ( 27.3 )

Foreign currency exchange losses 0.6 7.4

Unrealized derivative (gains)/losses 3.0 1.6 ( 5.9 ) ( 25.7 )

Foreign currency exchange (gains)/losses 9.6 ( 2.1 ) 10.2 5.3

Blue chip swap transaction gains (c) ( 3.3 ) ( 7.1 ) ( 19.9 ) ( 7.1 )

Items impacting comparability:

Restructuring Plan expenses 159.1 — 159.1 —

Shareholder activism expense (d) 0.4 — 0.4 —

Inventory step-up from acquisition — ( 1.8 ) — 20.7

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Interest expense, net 43.3 29.1 88.5 59.8

Income before income taxes 178.2 304.7

Income (loss) before income taxes ( 22.7 ) 281.2 155.5 585.9

Income tax expense 13.4 66.2 64.2 136.1

Net income $ 127.4 $ 234.8

Net income (loss) $ ( 36.1 ) $ 215.0 $ 91.3 $ 449.8

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(a) Unallocated corporate costs include 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.

(b) Depreciation and amortization include interest expense, income tax expense, and depreciation and amortization from equity method investments of $ 2.1 million and $ 2.2 million for the thirteen weeks ended August 25, 2024 and August 27, 2023.

(a) Unallocated corporate costs include costs related to corporate support staff and support service, which include, but are not limited to, our administrative, information technology, human resources, finance, and accounting functions that are not specifically allocated to the segments.

In the table, Unallocated corporate costs exclude unrealized derivative gains and losses, foreign currency exchange gains and losses, blue chip swap transaction gains, and items impacting comparability.

These items are added back to reconcile Segment Adjusted EBITDA to Net income (loss).

(b) Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization from equity method investments of $ 2.0 million and $ 2.1 million for the thirteen weeks ended November 24, 2024 and November 26, 2023, respectively;

and $ 4.1 million and $ 4.3 million for the twenty-six weeks ended November 24, 2024 and November 26, 2023, respectively.

Depreciation expense does not include $ 28.9 million of accelerated depreciation related to the closure of our manufacturing facility in Connell, Washington.

dollars into Argentina primarily related to funding our announced capacity expansion in Argentina.

dollars into Argentina primarily related to funding our capacity expansion in Argentina.

The blue chip swap rate can diverge significantly from Argentina's official exchange rate.

(d) Represents advisory fees related to shareholder activism matters.

COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS

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District Court for the District of Idaho on behalf of a putative class of stock purchasers for alleged violations of the federal securities laws.

A similar lawsuit was filed in the same court in August 2024.

A similar lawsuit was filed in the same court in August 2024 and, in November 2024, the two lawsuits were consolidated.

Plaintiffs allege that the defendants made misrepresentations and omissions regarding the design and implementation of our enterprise resource planning system.

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In addition, in August 2024, an alleged shareholder filed a derivative lawsuit purportedly on behalf of the Company against certain of our executive officers and directors, alleging breaches of fiduciary and other duties owed to the Company, based on the same matters alleged in the securities lawsuits.

A similar derivative lawsuit was filed in September 2024.

We intend to vigorously defend against the allegations.

A similar derivative lawsuit was filed in September 2024 and the two lawsuits were consolidated.

The consolidated derivative lawsuits were dismissed without prejudice in November 2024.

In November 2024, a class action complaint was filed in the U.S.

District Court for the Northern District of Illinois against the Company, certain of our subsidiaries and a number of other producers of frozen potato products alleging violations of antitrust laws.

Additional class action complaints were later filed in the same court, based on similar allegations, bringing antitrust claims on behalf of putative classes of direct purchasers, commercial and institutional indirect purchasers, and end-consumer indirect purchasers.

Some complaints name a data provider and a trade association as defendants, in addition to producers of frozen potato products.

The complaints allege, among other things, that beginning at least as early as January 1, 2021, the defendants conspired to raise the price of frozen potato products above competitive levels in violation of U.S.

antitrust laws by coordinating prices of frozen potato products and imposing lockstep price increases, allegedly facilitated by the exchange of non-public information about prices and production.

The complaints on behalf of the putative classes of indirect purchasers also assert claims under various state laws, including state antitrust laws, unfair competition laws, consumer protection statutes, and common law unjust enrichment.

The relief sought in the complaints includes treble damages, injunctive relief, pre- and post-judgment interest, costs and attorneys’ fees.

Class actions based on similar allegations have also been filed in Canada, in the Supreme Court of British Columbia and the Superior Court of Quebec.

We believe these complaints lack merit and intend to vigorously defend against the allegations.

Given the preliminary stage of the proceedings, we are currently unable to predict the outcome of this matter or estimate the range of potential loss, if any, that may result.

We are also a party to various other legal actions arising in the ordinary course of our business.

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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.

SUBSEQUENT EVENTS

On October 1, 2024, we announced a restructuring plan that is designed to drive operational and cost efficiencies and improve cash flows.

The restructuring plan includes:

• The permanent closure of our manufacturing facility in Connell, Washington, effective October 1, 2024;

• The temporary curtailment of certain production lines and schedules across our manufacturing network in North America;

• A reduction in operating expenses, including headcount reductions approximating 4 % of our global workforce, and the elimination of certain unfilled job positions;

• A reduction in fiscal 2025 capital expenditures

In connection with this restructuring plan, we expect to record total pre-tax charges of $ 200 million to $ 250 million primarily relate to costs associated with contracted raw potatoes that will not be used due to production line curtailments, accelerating depreciation of assets, the write-down of inventory and long-lived assets, employee severance and other one-time termination benefits, and other costs.

We expect to record most of the pre-tax charges in the second quarter of fiscal 2025, with the remainder expected to be recorded during the second half of fiscal 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements