What changed in this filing

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Item 1. Financial Statements

2025-04-03 compared with 2024-12-20 · 148 added, 128 removed, 410 unchanged (40% of the section changed)

2 unchanged sentences

Consolidated Statements of Earnings

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

Thirteen Weeks Ended Twenty-Six Weeks Ended

2024 November 26,

2023 November 24,

2024 November 26,

(unaudited, in millions, except per share amounts)

Thirteen Weeks Ended Thirty-Nine Weeks Ended

2025 February 25,

2024 February 23,

2025 February 25,

Net sales $ 1,520.5 $ 1,458.3 $ 4,775.5 $ 4,855.7

5 unchanged sentences

Interest expense, net 47.3 35.7 135.8 95.5

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

Income before income tax expense and equity method earnings 201.4 188.2 343.5 757.3

Income tax expense 57.5 43.1 121.7 179.3

Equity method investment earnings 2.1 1.0 15.5 17.8

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

Earnings (loss) per share:

Net income $ 146.0 $ 146.1 $ 237.3 $ 595.8

Earnings per share:

Basic $ 1.03 $ 1.01 $ 1.66 $ 4.11

8 unchanged sentences

Thirteen weeks ended

November 24, 2024 Thirteen weeks ended

November 26, 2023

February 23, 2025 Thirteen weeks ended

February 25, 2024

Benefit After-Tax

1 unchanged sentence

Benefit After-Tax

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

Net income $ 203.5 $ ( 57.5 ) $ 146.0 $ 189.2 $ ( 43.1 ) $ 146.1

Other comprehensive income (loss):

2 unchanged sentences

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

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

Comprehensive income $ 202.6 $ ( 57.0 ) $ 145.6 $ 171.8 $ ( 42.9 ) $ 128.9

Thirty-Nine Weeks Ended

February 23, 2025 Thirty-Nine Weeks Ended

February 25, 2024

Benefit After-Tax

50 unchanged sentences

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

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

Thirteen Weeks Ended February 23, 2025 and February 25, 2024

Common Stock,

9 unchanged sentences

Stockholders’

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

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

Dividends declared, $ 0.37 per share

4 unchanged sentences

Other — — ( 1.0 ) — 0.1 — ( 0.9 )

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

Comprehensive income — — — — 146.0 ( 0.4 ) 145.6

Balance at February 23, 2025 141,114,556 $ 151.4 $ ( 736.3 ) $ ( 488.2 ) $ 2,781.1 $ ( 74.4 ) $ 1,633.6

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

Dividends declared, $ 0.36 per share

5 unchanged sentences

Comprehensive income — — — — 146.1 ( 17.2 ) 128.9

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

Balance at February 25, 2024 144,390,986 $ 150.7 $ ( 480.1 ) $ ( 521.0 ) $ 2,622.1 $ ( 13.5 ) $ 1,758.2

Thirty-Nine weeks ended February 23, 2025 and February 25, 2024

Common Stock,

16 unchanged sentences

Other — — ( 1.6 ) ( 9.6 ) ( 0.9 ) — ( 12.1 )

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

Comprehensive income — — — — 237.3 ( 61.5 ) 175.8

Balance at February 23, 2025 141,114,556 $ 151.4 $ ( 736.3 ) $ ( 488.2 ) $ 2,781.1 $ ( 74.4 ) $ 1,633.6

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

6 unchanged sentences

Comprehensive income — — — — 595.8 13.3 609.1

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

Balance at February 25, 2024 144,390,986 $ 150.7 $ ( 480.1 ) $ ( 521.0 ) $ 2,622.1 $ ( 13.5 ) $ 1,758.2

See Condensed Notes to Consolidated Financial Statements.

2 unchanged sentences

(unaudited, dollars in millions)

Twenty-Six Weeks Ended

2024 November 26,

Thirty-Nine Weeks Ended

2025 February 25,

Cash flows from operating activities

30 unchanged sentences

Other ( 14.1 ) —

Net cash provided by (used for) financing activities $ 63.3 $ ( 112.0 )

Net cash provided by financing activities $ 69.4 $ 100.1

Effect of exchange rate changes on cash and cash equivalents 0.4 0.7

Net increase (decrease) in cash and cash equivalents 7.6 ( 226.5 )

Net decrease in cash and cash equivalents ( 3.9 ) ( 242.5 )

Cash and cash equivalents, beginning of period 71.4 304.8

10 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 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.”).

The accompanying unaudited Consolidated Financial Statements present the financial results of Lamb Weston and its consolidated subsidiaries for the thirteen and thirty-nine weeks ended February 23, 2025 and February 25, 2024, 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.

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

Accounting Pronouncements Not Yet Adopted

9 unchanged sentences

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.

ASU 2024-03 is effective for our Annual Report on Form 10-K for the fiscal year ending May 28, 2028, and for our Quarterly Reports beginning fiscal year 2029, 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.

2 unchanged sentences

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

Thirteen Weeks Ended Twenty-Six Weeks Ended

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

2024 November 26,

2023 November 24,

2024 November 26,

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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in millions, except per share amounts) February 23,

2025 February 25,

2024 February 23,

2025 February 25,

Net income $ 146.0 $ 146.1 $ 237.3 $ 595.8

Basic weighted average common shares outstanding 141.9 144.5 142.8 145.0

1 unchanged sentence

Diluted weighted average common shares outstanding 142.4 145.3 143.2 145.8

Earnings (loss) per share:

Earnings per share:

Basic $ 1.03 $ 1.01 $ 1.66 $ 4.11

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 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.

As of February 23, 2025, 0.6 million shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

As of February 25, 2024, an insignificant number of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

Income tax expense for the periods presented were as follows:

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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in millions) February 23,

2025 February 25,

2024 February 23,

2025 February 25,

Income before income tax expense and equity method earnings $ 201.4 $ 188.2 $ 343.5 $ 757.3

Equity method investment earnings 2.1 1.0 15.5 17.8

3 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.

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.

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.

During the thirteen and thirty-nine weeks ended February 23, 2025, we recorded a $ 2.6 million and $ 38.1 million tax benefit, respectively, related to charges in connection with our previously announced restructuring plan (the “Restructuring Plan”) and for the thirty-nine weeks ended February 23, 2025 a discrete tax expense of $ 18.2 million, 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 $ 86.4 million and $ 101.1 million during the twenty-six weeks ended November 24, 2024 and November 26, 2023, respectively.

Income taxes paid, net of refunds, were $ 123.6 million and $ 140.4 million during the thirty-nine weeks ended February 23, 2025 and February 25, 2024, respectively.

RESTRUCTURING PLAN

2 unchanged sentences

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.

We expect actions in connection with the Restructuring Plan will be substantially complete by the end of the fourth quarter of fiscal 2025 or early fiscal 2026, and 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

For the thirteen and thirty-nine weeks ended February 23, 2025, we recorded $ 10.3 million and $ 169.4 million of pre-tax charges, of the total charges, $ 120.2 million were cash and $ 49.2 million were non-cash.

(in millions) Thirteen Weeks Ended February 23, 2025 Thirty-Nine Weeks Ended February 23, 2025

Restructuring Plan expenses related to (a):

5 unchanged sentences

$ 10.3 $ 169.4

(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.

___________________________________________

(a) These charges were included as “ unallocated corporate costs ” before being reconciled in the Segment Adjusted EBITDA to Net income 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.

2 unchanged sentences

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

(in millions) Thirteen Weeks Ended February 23, 2025 Thirty-Nine Weeks Ended February 23, 2025

Restructuring Plan expenses included in:

2 unchanged sentences

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.

$ 10.3 $ 169.4

During the thirty-nine weeks ended February 23, 2025, we paid $ 71.3 million in Restructuring Plan expenses;

accruals remaining under the Restructuring Plan of $ 48.9 million are recorded as current liabilities within “Accounts payable” and “Accrued liabilities” in the accompanying Consolidated Balance Sheet at February 23, 2025.

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) November 24,

(in millions) February 23,

Raw materials and packaging $ 259.0 $ 178.7

4 unchanged sentences

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

(in millions) November 24,

(in millions) February 23,

Land and land improvements $ 188.1 $ 186.2

5 unchanged sentences

Property, plant and equipment, net $ 3,585.2 $ 3,582.8

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,

At February 23, 2025 and May 26, 2024, purchases of property, plant and equipment included in accounts payable were $ 107.7 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 thirty-nine weeks ended February 23, 2025 and February 25, 2024.

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in millions) February 23,

2025 February 25,

2024 February 23,

2025 February 25,

Depreciation - COS $ 83.9 $ 67.7 $ 242.0 $ 194.4

5 unchanged sentences

(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.

Interest capitalized within construction in progress for the thirteen weeks ended February 23, 2025 and February 25, 2024, was $ 4.2 million and $ 13.8 million, respectively;

and $ 19.1 million and $ 37.3 million for the thirty-nine weeks ended February 23, 2025 and February 25, 2024, respectively.

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

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

The following table presents changes in goodwill balances, by segment, for the thirty-nine weeks ended February 23, 2025:

(in millions) North America International Total

1 unchanged sentence

Foreign currency translation adjustment ( 22.6 ) ( 10.3 ) ( 32.9 )

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

Balance at February 23, 2025 $ 706.2 $ 320.8 $ 1,027.0

Other identifiable intangible assets were as follows:

November 24, 2024 May 26, 2024

February 23, 2025 May 26, 2024

(in millions, except useful lives) Weighted

14 unchanged sentences

The components of other assets were as follows:

(in millions) November 24,

(in millions) February 23,

Capitalized software costs $ 212.2 $ 227.9

5 unchanged sentences

The components of accrued liabilities were as follows:

(in millions) November 24,

(in millions) February 23,

Compensation and benefits $ 108.0 $ 72.8

1 unchanged sentence

Dividends payable to shareholders 52.2 51.7

Accrued interest 43.0 31.7

Plant utilities and accruals 36.6 23.9

Taxes payable 35.4 24.8

Accrued interest 26.4 31.7

Current portion of operating lease obligations 23.7 29.3

Plant utilities and accruals 25.8 23.9

Derivative liabilities and payables 13.2 24.6

3 unchanged sentences

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

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

(in millions) February 23, 2025 May 26, 2024

Amount Interest Rate Amount Interest Rate

3 unchanged sentences

Long-term debt:

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

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

Term A-3 loan facility, due January 2030 (b) 410.6 7.060 427.5 7.390

Term A-4 loan facility, due May 2029 (b) 316.9 6.610 325.0 6.540

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

Term A-5 loan facility, due September 2031 (b) 500.0 5.650 — —

RMB loan facility, due February 2027 147.1 4.090 142.2 4.450

11 unchanged sentences

Total debt and financing obligations 4,262.8 3,842.4

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

Debt issuance costs (c) ( 17.7 ) ( 19.0 )

Short-term borrowings ( 485.2 ) ( 326.3 )

6 unchanged sentences

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.

(c) Excludes debt issuance costs of $ 4.1 million and $ 4.9 million as of February 23, 2025 and May 26, 2024, respectively, related to our Revolving credit facility, which are recorded in “Other assets” on our Consolidated Balance Sheets.

As of February 23, 2025, we had $ 1,052.5 million of available liquidity under our committed revolving credit facility.

For the thirty-nine weeks ended February 23, 2025 and February 25, 2024, we paid $ 167.2 million and $ 151.3 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.

4 unchanged sentences

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 24, 2024

As of February 23, 2025

(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 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.

As of February 23, 2025, we had $ 2,997.9 million of fixed-rate and $ 1,260.6 million of variable-rate debt outstanding.

Based on current market rates, the fair value of our fixed-rate debt was estimated to be $ 2,855 million as of February 23, 2025.

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 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.

During the thirteen weeks ended February 23, 2025, we repurchased 1,559,369 shares of our common stock for an aggregate purchase price of $ 100.0 million, or a weighted-average price of $ 64.13 per share.

During the thirty-nine weeks ended February 23, 2025, we repurchased 2,972,221 shares of our common stock for an aggregate purchase price of $ 182.0 million, or a weighted-average price of $ 61.23 per share.

As of February 23, 2025, approximately $ 458 million remained authorized for repurchase under our share repurchase program.

During the thirty-nine weeks ended February 23, 2025, we paid $ 154.7 million of cash dividends to our common stockholders.

In addition, on February 28, 2025, we paid $ 52.2 million of cash dividends to common stockholders of record as of the close of business on January 31, 2025.

On March 20, 2025, the Board declared a cash dividend of $ 0.37 per share of our common stock.

This dividend will be paid on May 30, 2025, to common stockholders of record as of the close of business on May 2, 2025.

Accumulated Other Comprehensive Income (Loss)

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

Changes in accumulated other comprehensive income, net of taxes, as of February 23, 2025 were as follows:

(in millions) Foreign

7 unchanged sentences

Net current-period other comprehensive income ( 61.0 ) ( 0.2 ) ( 0.3 ) ( 61.5 )

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

Balance as of February 23, 2025 $ ( 69.2 ) $ ( 5.5 ) $ 0.3 $ ( 74.4 )

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 Twenty-Six Weeks Ended

(in millions) November 24,

2024 November 26,

2023 November 24,

2024 November 26,

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in millions) February 23,

2025 February 25, 2024 (e) February 23,

2025 February 25, 2024 (e)

Segment net sales

2 unchanged sentences

$ 1,520.5 $ 1,458.3 $ 4,775.5 $ 4,855.7

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in millions) November 24,

2024 November 26, 2023 November 24,

2024 November 26,

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in millions) February 23,

2025 February 25, 2024 (g)(h) February 23,

2025 February 25, 2024 (g)(h)

Segment Adjusted EBITDA

North America $ 266.7 $ 321.3 $ 542.8 $ 700.7

International 47.4 100.2 97.9 189.8

North America (a) $ 300.7 $ 285.9 $ 843.5 $ 986.6

International (a) 93.2 101.7 191.1 291.5

Total Reportable Segments Adjusted EBITDA 393.9 387.6 1,034.6 1,278.1

Unallocated corporate costs (a) ( 32.2 ) ( 44.6 ) ( 68.9 ) ( 100.8 )

Depreciation and amortization (b) 92.5 71.2 183.9 142.0

Unallocated corporate costs (b) ( 30.1 ) ( 44.0 ) ( 99.0 ) ( 144.7 )

Depreciation and amortization (c) 98.5 80.0 282.4 222.0

Unrealized derivative (gains) losses ( 5.9 ) 27.3 ( 11.8 ) 1.6

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 )

Foreign currency exchange losses 7.0 16.4 17.2 21.8

Blue chip swap transaction gains (d) ( 0.6 ) ( 7.4 ) ( 20.5 ) ( 14.5 )

Items impacting comparability:

Restructuring Plan expenses 159.1 — 159.1 —

Shareholder activism expense (d) 0.4 — 0.4 —

Restructuring Plan expenses (e) 10.3 — 169.4 —

Shareholder activism expense (f) 3.7 — 4.1 —

Inventory step-up from acquisition — — — 20.7

1 unchanged sentence

Interest expense, net 47.3 35.7 135.8 95.5

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

Income before income taxes 203.5 189.2 359.0 775.1

Income tax expense 57.5 43.1 121.7 179.3

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

Net income $ 146.0 $ 146.1 $ 237.3 $ 595.8

___________________________________________

(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.

(a) The thirteen weeks ended February 23, 2025 include an approximately $ 9 million benefit ($ 7 million after-tax) related to the voluntary product withdrawal initiated in the fourth quarter of fiscal 2024.

This includes an approximately $ 6 million benefit ($ 5 million after-tax) in net sales and an approximately $ 3 million benefit ($ 2 million after-tax) in cost of sales.

The total benefit was allocated to the reporting segments as follows:

approximately $ 3 million to North America and approximately $ 6 million to International.

The thirty-nine weeks ended February 23, 2025 include an approximately $ 31 million charge ($ 24 million after-tax) related to the voluntary product withdrawal initiated in the fourth quarter of fiscal 2024.

This includes an approximately $ 9 million loss ($ 7 million after-tax) in net sales and an approximately $ 22 million charge ($ 17 million after-tax) in cost of sales.

The total charge was allocated to the reporting segments as follows:

approximately $ 19 million to North America and approximately $ 12 million to International.

(b) Unallocated corporate costs include costs related to corporate support staff and support services, 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.

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

(c) 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 February 23, 2025 and February 25, 2024, respectively;

and $ 6.1 million and $ 6.4 million for the thirty-nine weeks ended February 23, 2025 and February 25, 2024, respectively.

Depreciation expense does not include $ 4.5 million for the thirteen weeks ended February 23, 2025 and $ 33.4 million for the thirty-nine weeks ended February 23, 2025 of accelerated depreciation related to the closure of our manufacturing facility in Connell, Washington.

(d) We enter into blue chip swap transactions to transfer U.S.

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.

(e) Restructuring plan expenses relate to the Restructuring Plan.

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

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

(g) During the thirteen and thirty-nine weeks ended February 25, 2024, we transitioned certain central systems and functions, including order to cash, produce to deliver, source to pay, and inventory management, among others in North America, to a new enterprise resource planning system.

After the transition, we experienced reduced visibility into finished goods inventories at our distribution centers, resulting in a higher-than-expected effect on customer order fulfillment rates.

For both the thirteen and thirty-nine weeks ended February 25, 2024, there was an approximately $ 83 million negative impact to North America Segment Adjusted EBITDA, approximately $ 5 million to International Segment Adjusted EBITDA, and approximately $ 7 million to unallocated corporate costs.

(h) The thirteen weeks ended February 25, 2024 included a $ 25.0 million charge ($ 19.0 million after-tax) related to a write-off of excess raw potatoes.

The total charge to the reporting segments was as follows:

$ 22.7 million to the North America segment and $ 2.3 million to the International segment.

The thirty-nine weeks ended February 25, 2024 included a $ 95.9 million charge ($ 72.9 million after-tax) related to a write-off of excess raw potatoes.

The total charge to the reporting segments was as follows:

$ 86.0 million to the North America segment and $ 9.9 million to the International segment.

COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS

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

In June 2024, an alleged purchaser of the Company's common stock filed a lawsuit against the Company and certain of our executive officers in the U.S.

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 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.

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

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 and the two lawsuits were consolidated.

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

Beginning in June 2024, two lawsuits were filed in the U.S.

District Court for the District of Idaho against the Company and certain of our current and former executive officers alleging violations of the federal securities laws.

The lawsuits were consolidated in November 2024.

The amended consolidated complaint alleges the defendants made misrepresentations and omissions regarding the design and implementation of our enterprise resource planning system and the Company’s pricing practices.

The complaint asserts claims on behalf of a proposed class of purchasers of the Company’s common stock between July 25, 2023 and December 19, 2024.

We believe the lawsuit lacks merit and intend to vigorously defend against the allegations.

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

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

The complaints for each putative class have been ordered to be consolidated and amended.

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.

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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