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Item 8. Financial Statements and Supplementary Data

2025-07-23 compared with 2024-07-24 · 360 added, 304 removed, 833 unchanged (44% of the section changed)

35 unchanged sentences

We identified the evaluation of the sufficiency of audit evidence obtained related to the quantities of finished goods inventory held at third-party warehouse locations as a critical audit matter.

physical inventory counts and the need to involve information technology (IT) professionals with specialized skills and knowledge to assess the IT system involved.

Challenging auditor judgment was required to determine the nature and extent of procedures to be performed over the quantity of finished goods inventory held at third-party warehouse locations, including the determination of third-party warehouse locations at which to observe physical inventory counts and the need to involve information technology (IT) professionals with specialized skills and knowledge to assess the IT system involved.

The following are the primary procedures we performed to address this critical audit matter.

47 unchanged sentences

Selling, general and administrative expenses 633.5 701.4 550.0

Restructuring expense 100.0 — —

Income from operations 665.1 1,065.3 882.1

2 unchanged sentences

Income tax expense 143.1 230.0 224.6

Equity method investment earnings (loss) 26.0 460.6 ( 10.7 )

Equity method investment earnings 15.2 26.0 460.6

Net income $ 357.2 $ 725.5 $ 1,008.9

26 unchanged sentences

(dollars in millions, except share data)

May 25, 2025 May 26, 2024

Current assets:

Cash and cash equivalents $ 70.7 $ 71.4

Receivables, less allowance for doubtful accounts of $ 0.9 and $ 2.6

Receivables, net of allowances of $ 0.9 and $ 0.9

Inventories 1,035.4 1,138.6

27 unchanged sentences

Retained earnings 2,848.9 2,699.8

Accumulated other comprehensive loss ( 12.9 ) ( 26.8 )

Accumulated other comprehensive income (loss) 54.5 ( 12.9 )

Total stockholders’ equity 1,737.7 1,787.8

50 unchanged sentences

Depreciation and amortization of intangibles and debt issuance costs 407.5 306.8 222.8

Loss on extinguishment of debt — — 53.3

Stock-settled, stock-based compensation expense 39.5 46.8 38.5

Gain on acquisition of interests in joint ventures — ( 425.8 ) —

Equity method investment earnings in excess of distributions ( 15.5 ) ( 35.7 ) 29.9

Gain on acquisition of investments in joint ventures — — ( 425.8 )

Equity method investment (earnings) loss, net of distributions 11.9 ( 15.5 ) ( 35.7 )

Deferred income taxes 0.6 ( 1.3 ) 0.4

Foreign currency remeasurement (gain) loss ( 0.1 ) ( 21.7 ) 0.5

Blue chip swap transaction gains ( 21.1 ) ( 18.0 ) —

Other ( 5.4 ) 24.9 2.2

Changes in operating assets and liabilities, net of acquisitions:

Changes in operating assets and liabilities:

Receivables ( 22.2 ) ( 15.1 ) ( 53.6 )

8 unchanged sentences

Additions to other long-term assets ( 33.6 ) ( 62.3 ) ( 82.0 )

Acquisition of interests in joint ventures, net — ( 610.4 ) —

Acquisition of interests in joint venture, net — — ( 610.4 )

Acquisition of business, net of cash acquired — ( 10.5 ) —

Proceeds from blue chip swap transactions, net of purchases 21.1 18.0 —

Other 2.7 0.2 5.5

1 unchanged sentence

Cash flows from financing activities

Proceeds from short-term borrowings 1,738.5 1,074.9 56.5

Repayments of short-term borrowings ( 1,695.7 ) ( 910.0 ) ( 15.1 )

Proceeds from issuance of debt 525.3 592.0 529.5

2 unchanged sentences

Repurchase of common stock and common stock withheld to cover taxes ( 294.4 ) ( 225.3 ) ( 51.6 )

Payments of senior notes call premium — — ( 39.6 )

Proceeds of short-term borrowings, net 164.9 41.4 —

Other ( 15.2 ) ( 4.5 ) 0.2

Net cash (used for) provided by financing activities $ ( 48.0 ) $ 340.8 $ ( 363.4 )

Net cash used in financing activities $ ( 225.0 ) $ ( 48.0 ) $ 340.8

Effect of exchange rate changes on cash and cash equivalents 4.0 0.5 18.2

17 unchanged sentences

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

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

The equity method of accounting is applied for investments when the Company has significant influence over the investee’s operations, or when the investee is structured with separate capital accounts and our investment is considered more than minor.

Our equity method investments are described in Note 12, Joint Venture Investments.

Our equity method investments are described in Note 6, Other Assets.

Use of Estimates

15 unchanged sentences

Amounts billed and due from customers are short-term in nature and are classified as receivables, since payments are unconditional and only the passage of time is required before payments are due.

As of May 26, 2024, and May 28, 2023, we had $ 104.3 million and $ 146.9 million, respectively, of unbilled receivables for customized products for which we have accelerated the recognition of revenue and recorded the amounts in “Receivables” on our Consolidated Balance Sheets.

As of May 25, 2025 and May 26, 2024 , we had $ 132.7 million and $ 104.3 million , respectively, of unbilled receivables for customized products for which we recognize revenue as performance obligations are met and record the amounts in “Receivables” on our Consolidated Balance Sheets.

We generally do not offer financing to our customers.

1 unchanged sentence

However, customers may seek to return defective or non-conforming products.

Following a customer return, we may offer

remedies, including cash refunds, credit towards future purchases, or product replacement.

Following a customer return, we

may offer remedies, including cash refunds, credit towards future purchases, or product replacement.

As a result, customers’ right of return and related refund or product liabilities are estimated and recorded as reductions in revenue.

16 unchanged sentences

Pension and Post-Retirement Benefits

employees are covered by a defined benefit pension plan which is now frozen for all participants.

We make pension plan contributions that are sufficient to fund our actuarial determined costs, generally equal to the minimum amounts required by the Employee Retirement Income Security Act of 1974, as amended.

From time to time, we may make discretionary contributions based on the funded status of the plans, tax deductibility, income from operations, and other factors.

In fiscal 2024 and 2023, we made $ 6.1 million and $ 2.0 million of contributions to our qualified plan.

We expect to make minimum required contributions in fiscal 2025 of $ 2.3 million to our qualified pension plan.

In fiscal 2026, we plan to terminate our defined benefit pension plan (the “Pension Plan”), which is now frozen for all participants.

In connection with the termination, we offered participants two options to receive their benefits, a lump-sum payout or through the purchase of group annuity contracts from a highly-rated insurance company which will irrevocably transfer the remaining balance of the Pension Plan’s obligations and related assets.

As of July 16, 2025, the Pension Plan made approximately $ 27 million of payments to eligible participants electing the lump-sum option.

As a result of the Pension Plan termination, we expect to record a pre-tax pension settlement charge of approximately $ 10 million in fiscal 2026 of which we estimate 40 % and 60 % to be cash and non-cash, respectively.

In early fiscal 2026, we contributed $ 13.5 million to the plan in connection with the Pension Plan termination.

In fiscal 2025 and 2024, we made $ 0.6 million and $ 6.1 million, respectively, of contributions to our qualified plan.

We also have a nonqualified defined benefit pension plan that provides unfunded supplemental retirement benefits to certain U.S.

This plan is closed to new participants and pension benefit accruals are frozen for active participants.

Our pension benefit obligations and post-retirement benefit obligations, and the related costs, are calculated using actuarial concepts.

The measurement of such obligations and expenses requires that certain assumptions be made regarding several factors, most notably including the discount rate and the expected rate of return on plan assets.

We evaluate these assumptions on an annual basis.

The funded status of our plans are based on company contributions, benefit payments, the plan asset investment return, the discount rate used to measure the liability, and expected participant longevity.

The benefit obligations of the plans exceeded the assets by $ 10.0 million and $ 9.3 million for the pension plan and $ 3.8 million and

$ 4.3 million for the other post-retirement benefit plan for the years ended May 26, 2024 and May 28, 2023, respectively.

We recognize the unfunded status of these plans in “Other noncurrent liabilities” on the Consolidated Balance Sheets, and we recognize changes in funded status in the year changes occur through the Consolidated Statements of Comprehensive Income.

Net periodic benefit costs were $ 0.8 million, $ 2.5 million, and $ 2.7 million in fiscal 2024, 2023, and 2022, respectively.

Participants that do not actively participate in a pension plan are eligible to participate in defined contribution savings plans with employer matching provisions.

Eligible U.S.

employees participate in a contributory defined contribution plan (“the 401(k) Plan”), which permits participants to make contributions by salary reduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended.

employees are eligible to participate in a defined contribution savings plans with employer matching provisions.

Eligible employees participate in a contributory defined contribution plan (“the 401(k) Plan”), which permits participants to make contributions by salary reduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended.

Regardless of employee participation level, we generally provide a 3 % contribution to the 401(k) Plan.

10 unchanged sentences

Cash and all highly liquid investments with an original maturity of three months or less at the date of acquisition are classified as cash and cash equivalents and stated at cost, which approximates market value.

We maintain various banking relationships with high quality financial institutions, and we invest available cash in money market funds that are backed by U.S.

We maintain various banking relationships with high quality financial institutions, and, from time to time, we invest available cash in money market funds that are backed by U.S.

Treasury securities and can be redeemed without notice.

Cash held in money market funds are treated as cash equivalents.

Trade Accounts Receivable and Allowance for Doubtful Accounts

11 unchanged sentences

The components of inventories were as follows:

(in millions) May 26,

(in millions) May 25, 2025 May 26, 2024

Raw materials and packaging $ 171.5 $ 178.7

19 unchanged sentences

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

As of May 26, 2024 and May 28, 2023, deposits for construction in progress were $ 52.6 million and $ 30.5 million, respectively, and were recorded in “Other assets” on our Consolidated Balance Sheets.

Repairs and maintenance costs are expensed as incurred.

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

(in millions) May 26,

(in millions) May 25, 2025 May 26, 2024

Land and land improvements $ 191.6 $ 186.2

10 unchanged sentences

Furniture, fixtures, office equipment, and other 3 - 15 years

We recorded $ 278.2 million, $ 211.3 million, and $ 181.5 million of depreciation expense in fiscal 2024, 2023, and 2022, respectively.

Below is a breakout between Cost of sales (“COS”) and Selling, general and administrative expenses (“SG&A”) for depreciation and amortization:

(in millions) May 26,

Below is a breakout between Cost of sales (“COS”) and Selling, general and administrative expenses (“SG&A”) for depreciation and total amortization for fiscal 2025, 2024, and 2023.

For the Fiscal Years Ended May

(in millions) 2025 2024 2023

Depreciation - COS $ 323.7 $ 266.1 $ 202.2

Depreciation - SG&A 15.0 12.1 9.1

Depreciation - Restructuring expense (a) 32.8 — —

$ 371.5 $ 278.2 $ 211.3

Amortization - COS $ 1.0 $ 1.0 $ 1.0

Amortization - SG&A 18.6 6.0 4.8

Amortization $ 31.4 $ 19.6 $ 7.0

___________________________________________

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

At May 25, 2025 and May 26, 2024, purchases of property, plant and equipment included in accounts payable were $ 85.4 million and $ 292.0 million, respectively.

26 unchanged sentences

Gains and losses resulting from the translation of Consolidated Balance Sheets are recorded as a component of “Accumulated other comprehensive income (loss).”

Foreign currency transactions resulted in a loss of $ 10.6 million, a gain of $ 19.7 million, and a loss of $ 3.3 million in fiscal 2024, 2023, and 2022, respectively.

Foreign currency transactions resulted in losses of $ 15.2 million and $ 28.6 million in fiscal 2025 and 2024, respectively, and a gain of $ 19.7 million in fiscal 2023.

Fiscal 2023 includes a $ 25.2 million foreign currency transaction gain related to actions taken to mitigate the effect of changes in currency rates on the purchase price of our former European joint venture, Lamb-Weston/Meijer v.o.f.

These amounts were recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Earnings.

In fiscal 2024, we began entering into blue chip swap transactions in Argentina as a way to mitigate the impact of fluctuations in the currency rate of the Argentinian peso.

We recorded gains of $ 21.1 million and $ 18.0 million in fiscal 2025 and 2024, respectively.

These amounts were recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Earnings.

Derivative Financial Instruments

3 unchanged sentences

If the NPNS exception is elected, the fair values of such contracts are not recognized.

Changes in derivative instrument values are recognized in “Cost of sales” in our Consolidated Statements of Earnings.

Changes in commodity derivative instrument values are recognized in “Cost of sales” in our Consolidated Statements of Earnings.

We do not designate commodity derivatives to achieve hedge accounting treatment.

10 unchanged sentences

New and Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

ASU 2023-07 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.

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.

ASU 2023-07 requires companies to disclose incremental segment information on an annual and interim basis.

It expands 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.

We adopted this ASU in the fourth quarter of fiscal 2025 and added disclosures in Note 13, Segments.

The disclosures were applied retrospectively and impacted all prior periods presented.

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

1 unchanged sentence

ASU 2023-09 is effective for our Annual Report on Form 10-K for the fiscal year ending May 31, 2026, on a prospective basis, with early adoption permitted.

We adopted this guidance as of May 26, 2025, and will update disclosures within our fiscal 2026 Annual Report on Form 10-K.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) , which requires companies to provide more detailed information of certain income statement expenses within the footnotes to the financial statements.

ASU 2024-03 is effective for our fiscal 2028 Annual Report on Form 10-K, and interim periods beginning in our fiscal 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.

13 unchanged sentences

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

As of May 25, 2025, 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 May 26, 2024, and May 28, 2023, an insignificant number of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

As of May 29, 2022, we did not have any stock-based awards that were antidilutive.

Pre-tax income, inclusive of equity method investment earnings, consisted of the following:

25 unchanged sentences

operations (a) 19.0 5.5 ( 11.7 )

Consolidation of previously held equity interests (b) — ( 43.1 ) —

Write-off of net investment in Russia (c) — — 13.2

Change in valuation allowance (b) 14.7 3.6 ( 0.7 )

Consolidation of previously held equity interests (c) — — ( 43.1 )

Other ( 0.8 ) 0.1 ( 0.1 )

Total income tax expense $ 143.1 $ 230.0 $ 224.6

Effective income tax rate (d) 24.1 % 18.2 % 26.3 %

Effective income tax rate (b)(d) 28.6 % 24.1 % 18.2 %

_____________________________________________________

(a) We derive the effective tax rate detriment or (benefit) attributed to non-U.S.

(a) We derive the effective tax rate expense or (benefit) attributed to non-U.S.

income taxed at different rates, including the impact of permanent items.

The statutory tax rates range from 8.25 % to 35 %.

(b) In connection with the joint venture acquisitions discussed in Note 11, Acquisitions, we recorded a $ 43.1 million rate benefit based on a $ 425.8 million non-cash gain ($ 379.5 million after-tax) related to the remeasurement of our initial equity interests to fair value.

(c) In connection with LW EMEA’s withdrawal from Russia, we reflected a $ 13.2 million tax detriment as any loss realized upon the sale of shares of the Russian joint venture is a non-deductible permanent difference.

(b) The predominant change in the valuation allowance and effective income tax rate in fiscal 2025 is attributable to the establishment of a valuation allowance against certain international deferred tax assets and international permanent differences.

(c) In connection with the joint venture acquisitions, we recorded a $ 43.1 million rate benefit based on a $ 425.8 million non-cash gain ($ 379.5 million after-tax) related to the remeasurement of our initial equity interests to fair value.

(d) The effective income tax rate is calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings.

The effective tax rate in fiscal 2023 included the tax impact of the remeasurement of our initial 50 % equity interests in LW EMEA and our joint venture in Argentina, Lamb Weston Alimentos Modernos S.A (“LWAMSA”), and other acquisition-related items.

The fiscal 2023 and 2022 tax rates were both affected by mark-to-market adjustments associated with changes in natural gas and electricity derivatives as commodity markets in Europe experienced significant volatility.

Fiscal 2022 also included taxes related to the write-off of our portion of LW EMEA’s net investment in its former joint venture in Russia.

Excluding these items, our effective tax rate was 21.8 % and 21.4 % in fiscal 2023 and 2022, respectively.

The fiscal 2023 tax rates were affected by mark-to-market adjustments associated with changes in natural gas and electricity derivatives as commodity markets in Europe experienced significant volatility.

Excluding these items, our effective tax rate was 21.8 % in fiscal 2023.

Income Taxes Paid

13 unchanged sentences

Operating lease assets — 26.6 — 28.9

R&D expenditures capitalization 21.4 — 22.0 —

Research and development expenditures 18.4 — 21.4 —

Equity method investments — 5.7 — 7.1

Derivatives 3.1 — 8.8 —

Other 9.8 12.0 11.0 6.0

7 unchanged sentences

net operating loss carryforwards will not expire.

Lamb Weston also had a state business credit carryforward of $ 14.6 million ($ 11.5 million net of federal benefit), which will expire by fiscal 2038, and a non-U.S.

tax credit carryforward of $ 1.2 million, which will expire by fiscal 2033.

(b) The valuation allowance is predominantly related to non-amortizable intangibles.

There was no impact on income tax expense related to changes in the valuation allowance, including net operating loss carryforwards, in fiscal 2024, 2023, and 2022.

Lamb Weston also had a non-U.S.

tax credit carryforward of $ 0.6 million, which will expire by fiscal 2033, and a state business credit carryforward of $ 13.7 million, which will expire by fiscal 2039.

(b) The valuation allowance is predominantly related to non-amortizable intangibles in the United States, with a lesser portion attributable to valuation allowances against certain international deferred tax assets.

(c) Deferred tax assets of $ 1.1 million and $ 8.2 million, as of May 25, 2025 and May 26, 2024, respectively, were presented in “Other assets.” Deferred tax liabilities of $ 253.5 million and $ 256.2 million as of May 25, 2025 and May 26, 2024, respectively, were presented in “Deferred income taxes” as“Long-term liabilities” on the Consolidated Balance Sheets.

The deferred tax asset and liability net position is determined by tax jurisdiction.

The FASB allows companies to adopt an accounting policy to either recognize deferred taxes for global intangible low-taxed income (“GILTI”) or treat them as a tax cost in the year incurred.

The accounting standards allow companies to adopt an accounting policy to either recognize deferred taxes for global intangible low-taxed income (“GILTI”) or treat such as a tax cost in the year incurred.

We have elected to recognize the tax on GILTI as a period expense in the period the tax is incurred.

Under this policy, we have not provided deferred taxes on temporary differences that upon their reversal would affect the amount of income subject to GILTI in the period.

Under this policy, we have not provided deferred taxes on temporary differences that upon their reversal will affect the amount of income subject to GILTI in the period.

We have not established deferred income taxes on accumulated undistributed earnings and other basis differences for operations outside the U.S., as such earnings and basis differences are indefinitely reinvested.

Determining the unrecognized deferred tax liability for these earnings is not practicable.

Generally, no U.S.

Generally, no significant U.S.

federal income taxes will be imposed on future distributions of non-U.S.

3 unchanged sentences

Uncertain Tax Positions

The aggregate changes in the gross amount of unrecognized tax benefits, excluding interest and penalties consisted of the following:

The aggregate changes in the gross amount of unrecognized tax benefits, excluding interest and penalties, recorded in the accompanying Balance Sheets, consisted of the following:

For the Fiscal Years Ended May

5 unchanged sentences

Expiration of statute of limitations ( 10.4 ) ( 5.3 ) ( 2.2 )

Ending balance (b) $ 79.6 $ 59.6 $ 40.4

Ending balance (a) $ 82.6 $ 79.6 $ 59.6

_____________________________________________________

(a) In connection with the acquisition of LW EMEA during the year ended May 28, 2023, we recognized $ 8.9 million of gross unrecognized tax benefits with a corresponding increase to goodwill.

(b) If we were to prevail on the unrecognized tax benefits recorded as of May 26, 2024 and May 28, 2023, it would result in a tax benefit of $ 69.0 million and $ 52.2 million, respectively, and a reduction in the effective tax rate.

(a) If we were to prevail on the unrecognized tax benefits recorded as of May 25, 2025 and May 26, 2024, it would result in a tax benefit of $ 71.4 million and $ 69.0 million, respectively, and a reduction in the effective tax rate.

The ending balances exclude $ 17.8 million and $ 15.3 million of gross interest and penalties in fiscal 2025 and 2024, respectively.

9 unchanged sentences

The estimated impact on income tax expense and net income is not expected to be significant.

RESTRUCTURING

On October 1, 2024, we announced a restructuring plan (the “FY25 Restructuring Plan”), which was designed to drive operational and cost efficiencies and improve cash flows.

The FY25 Restructuring Plan included 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 fiscal 2025, we recorded $ 185.8 million of pre-tax charges, of the total charges, $ 137.1 million were cash and $ 48.7 million were non-cash.

(in millions) For the year ended May 25, 2025

Restructuring Plan expenses related to (a):

Accelerated depreciation, retirement of assets, and other plant charges (b) $ 55.3

Potato contract terminations (c) 59.3

Inventory write-off (c) 26.5

Employee-related costs (d) 17.5

Other restructuring charges 27.2

___________________________________________

(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 Notes to the Consolidated Financial Statements.

(b) Includes charges related to accelerating depreciation of the manufacturing facility permanently closed under the FY25 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 FY25 Restructuring Plan.

(d) Includes employee severance and other one-time termination benefits related to the reduction in headcount under the FY25 Restructuring Plan.

The following amounts related to the FY25 Restructuring Plan are included in the Company’s Consolidated Statements of Earnings:

(in millions) For the year ended May 25, 2025

Restructuring Plan expenses included in:

Cost of sales $ 75.3

Restructuring expense 100.0

Equity method investment earnings 10.5

During fiscal 2025, we paid $ 115.6 million in FY25 Restructuring Plan expenses;

accruals remaining under the FY25 Restructuring Plan of $ 21.5 million are recorded as current liabilities within “Accounts payable” and “Accrued liabilities” in the accompanying Consolidated Balance Sheet at May 25, 2025.

The actions in connection with the FY25 Restructuring Plan were substantially complete by the end of fiscal 2025, and the majority of the remaining charges that will occur in fiscal 2026 relate to facility closure, including demolition, and employee-related costs.

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

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

3 unchanged sentences

Acquisitions — 8.5 8.5

Foreign currency translation adjustment 6.4 4.3 10.7

Foreign currency translation adjustments 6.4 4.3 10.7

Balance at May 26, 2024 $ 728.8 $ 331.1 $ 1,059.9

Foreign currency translation adjustments 24.4 5.9 30.3

Balance at May 25, 2025 $ 753.2 $ 337.0 $ 1,090.2

_____________________________________________________

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(b) Amortizing intangible assets are primarily comprised of licensing agreements, brands, and customer relationships.

In addition, $ 227.9 million and $ 175.4 million of net developed technology at May 26, 2024 and May 28, 2023, respectively, is recorded as “Other assets” on our Consolidated Balance Sheets and will generally be amortized over seven years once implemented.

Foreign intangible assets are affected by foreign currency translation.

Based on current intangibles subject to amortization, we expect intangible asset amortization expense, excluding developed technology, will be approximately $ 7.2 million in fiscal 2025, $ 7.3 million in fiscal 2026, $ 7.2 million in fiscal 2027, $ 7.2 million in fiscal 2028, and $ 7.0 million in fiscal 2029, and approximately $ 51.0 million thereafter.

Based on current intangibles subject to amortization, we expect intangible asset amortization expense, excluding developed technology, will be approximately $ 8.7 million in fiscal 2026, $ 8.6 million in fiscal 2027, $ 8.6 million in fiscal 2028, $ 8.5 million in fiscal 2029, and $ 7.7 million in fiscal 2030, and approximately $ 53.9 million cumulatively thereafter.

Impairment Testing

During the annual goodwill impairment test we performed in the fourth quarter of fiscal 2024, we assessed qualitative factors to determine whether it was more likely than not that the fair value of each reporting unit was less than its carrying value.

Based on the results of the qualitative impairment test, we determined that it was not more likely than not that the fair value was less than the carrying value of our North America and International reporting units.

During the annual goodwill impairment test we performed in the fourth quarter of fiscal 2025, we assessed qualitative and quantitative factors to determine whether it was more likely than not that the fair value of each reporting unit was less than its carrying value.

Based on the results of the qualitative and quantitative impairment test, we determined that it was not more likely than not that the fair value was less than the carrying value of our North America and International reporting units.

Additionally, we completed our tests of our non-amortizing intangibles in the fourth quarter of fiscal 2025 and there was no indication of intangible asset impairment.

The components of other assets were as follows:

(in millions) May 25, 2025 May 26, 2024

Capitalized software costs (a) $ 208.7 $ 227.9

Equity method investments (b) 47.5 59.2

Property, plant, and equipment deposits 30.3 52.6

Other 68.1 56.7

Other assets $ 354.6 $ 396.4

_____________________________________________________

(a) Capitalized software costs are generally amortized over three to seven years once implemented.

(b) Equity method investments include our 50 % ownership in Lamb-Weston/RDO Frozen (“Lamb Weston RDO”), our joint venture with RDO Frozen Co., which is included in our North America segment.

Summarized financial information for our equity method investments are as follows:

For the Fiscal Years Ended May

(in millions) 2025 (a) 2024 (a) 2023 (b)

Net sales $ 336.3 $ 339.8 $ 1,122.3

Gross profit 66.7 88.1 237.0

Income from operations 33.7 55.3 83.3

Net income 30.3 51.9 70.1

(in millions) May 25, 2025 (a) May 26, 2024 (a)

Current assets $ 85.8 $ 124.7

Noncurrent assets 106.3 113.5

Current liabilities 50.5 64.3

Noncurrent liabilities 46.7 55.5

____________________________

(a) Reflects Lamb Weston RDO only

(b) The fiscal 2023 financial information includes the financial results for the parts of the fiscal year when LW EMEA and LWAMSA were being accounted for as unconsolidated joint ventures.

We made the following sales to and purchases from our equity method investments, primarily for finished products sold to or purchased from our joint ventures.

We also provided services, such as sales and marketing services, to our equity method investments that are recorded as a reduction to “Selling, general and administrative expenses” in our Consolidated Statements of Earnings.

We also received dividends.

The following table summarizes the activity with our equity method investments:

For the Fiscal Years Ended May

(in millions) 2025 2024 2023

Sales $ 9.4 $ 18.1 $ 22.2

Purchases 82.2 74.9 42.9

Services provided 21.4 22.8 18.4

Dividends received 23.0 11.8 —

As of May 25, 2025 and May 26, 2024, we had receivables included in “Receivables” on our Consolidated Balance Sheets from our equity method investments of $ 6.2 million and $ 8.2 million, respectively.

ACCRUED LIABILITIES

The components of accrued liabilities were as follows:

(in millions) May 26,

Accrued trade promotions $ 90.0 $ 86.1

(in millions) May 25, 2025 May 26, 2024

Compensation and benefits $ 104.5 $ 72.8

Accrued trade promotions 88.2 90.0

Dividends payable to shareholders 51.7 51.7

Taxes payable 37.3 24.8

Accrued interest 36.3 31.7

Current portion of operating lease obligations 23.9 29.3

Taxes payable 24.8 21.2

Derivative liabilities and payables 24.6 53.9

Plant utilities and accruals 23.0 23.9

Derivative liabilities and payables 7.0 24.6

Other 39.1 58.8

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Short-term borrowings:

Global revolving credit facility $ 291.3 6.580 % $ — — %

Revolving credit facility $ 333.2 5.940 % $ 291.3 6.580 %

Euro revolving credit facility — 4.790 149.2 4.230

Other credit facilities (a) 35.0 11.4

Other credit facilities (a) 37.6 (a) 35.0 (a)

Long-term debt:

Term A-1 loan facility, due June 2026 (b) 228.8 7.240 243.8 5.210

Term A-2 loan facility, due April 2025 (b) (c) — — 280.3 5.380

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

Term A-3 loan facility, due January 2030 (b) 405.0 6.900 427.5 7.390

Term A-4 loan facility, due May 2029 (b) 312.8 6.630 325.0 6.540

Term A-5 loan facility, due September 2031 (b) 493.8 5.650 — —

RMB loan facility, due February 2027 143.8 4.040 142.2 4.450

Euro term loan facility, due December 2024 (d) — — 80.4 2.010

RMB loan facility, due August 2029 19.6 3.960 — —

Euro term loan facility, due May 2029 227.2 4.510 216.9 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

3,772.2 3,510.4

Financing obligations:

Lease financing obligations due on various dates through 2040 (e) 5.7 7.7

Lease financing obligations due on various dates through 2040 (d) 5.2 5.7

Total debt and financing obligations 4,148.2 3,842.4

Debt issuance costs and debt discounts (f) ( 19.0 ) ( 25.3 )

Short-term borrowings, net of debt discounts ( 326.3 ) ( 158.5 )

Debt issuance costs (e) ( 16.8 ) ( 19.0 )

Short-term borrowings ( 370.8 ) ( 326.3 )

Current portion of long-term debt and financing obligations ( 77.8 ) ( 56.4 )

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(a) The Other credit facilities consist of various 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, A-3, and A-4 loans do not include anticipated patronage dividends.

We have received and expect to continue receiving patronage dividends under all Term loan facilities.

(c) The Term A-2 loan facility was repaid in full in connection with our entry into the New Term Loan Credit Agreement discussed below.

(d) The Euro term loan facility, due December 2024 was repaid in full in connection with our entry into the Global Revolving Credit Agreement discussed below.

(e) The interest rates on our lease financing obligations ranged from 2.08 % to 6.19 % at May 26, 2024 and May 28, 2023.

(a) Other credit facilities consist of short-term facilities at our subsidiaries used for working capital purposes.

Borrowings under these facilities bear interest at various rates.

(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 the outstanding term loan facilities.

(c) The Term A-1 loan facility was repaid in full in connection with our entry into the Term Loan Amendment discussed below.

(d) The interest rates on our lease financing obligations ranged from 2.08 % to 6.19 % at May 25, 2025 and May 26, 2024.

For more information on our lease financing obligations, see Note 9, Leases.

(f) Excludes debt issuance costs of $ 4.9 million and $ 2.5 million as of May 26, 2024 and May 28, 2023, respectively, related to our Global Revolving Credit Facility, which are recorded in “Other assets” on our Consolidated Balance Sheets.

(e) Excludes debt issuance costs of $ 3.9 million and $ 4.9 million as of May 25, 2025 and May 26, 2024, respectively, related to our Revolving Credit Facility, which are recorded in “Other assets” on our Consolidated Balance Sheets.

In fiscal 2025, 2024, and 2023, we recorded $ 4.8 million, $ 4.5 million, and $ 4.1 million, respectively, of amortization expense in “Interest expense” in our Consolidated Statements of Earnings.

Global Revolving Credit Facility

On May 3, 2024, we entered into an amended and restated credit agreement (the “Global Revolving Credit Agreement”), which replaced our then-existing credit agreement, dated as of November 9, 2016 (as amended, the “U.S.

Revolving Credit Agreement”).

Revolving Credit Agreement provided for, among other things, a $ 1.0 billion revolving credit facility (the “U.S.

Revolving Credit Facility”), including borrowings and letters of credit available in U.S.

dollars and various foreign currencies.

The Global Revolving Credit Agreement modified the U.S.

Revolving Credit Agreement for the purpose of, among other things, (i) increasing the commitments under the Global Revolving Credit Facility to $ 1.5 billion, (ii) extending the maturity date of the Global Revolving Credit Facility from August 2026 to May 2029, and (iii) establishing a new € 200.0 million term loan facility maturing May 2029 (the “New Euro Term Loan Facility”).

Borrowings under the Global Revolving Credit Facility bear interest at a per annum rate equal to (i) an applicable rate described in the table below plus (ii)(a) for U.S.

dollar denominated loans, Term SOFR, Adjusted Daily Simple SOFR or the Base Rate (each as defined in the Global Revolving Credit Agreement), and (b) for Alternative Currency denominated loans, the Alternative Currency Term Rate or the Alternative Currency Daily Rate (each as defined in the Global Revolving Credit Agreement).

Borrowings under the New Euro Term Loan Facility bear interest at a per annum rate equal to (i) an applicable rate described in the table below plus (ii) the Alternative Currency Term Rate applicable to Euro denominated loans.

The Global Revolving Credit Agreement contains certain covenant restrictions, a consolidated net leverage ratio and an interest coverage ratio and customary events of default.

At May 26, 2024, we had $ 1,203.3 million of availability under the Global Revolving Credit Facility, which is net of outstanding letters of credit of $ 5.4 million.

Revolving Credit Facility

On May 3, 2024, we entered into an amended and restated credit agreement (the “Revolving Credit Agreement”), which replaced our then-existing credit agreement, dated as of November 9, 2016.

The Revolving Credit Agreement modified the former revolving credit agreement for the purpose of, among other things, (i) increasing the commitments under the Revolving Credit Facility to $ 1.5 billion, (ii) extending the maturity date of the Revolving Credit Facility from August 2026 to May 2029, and (iii) establishing a new € 200.0 million term loan facility maturing May 2029 (the “Euro Term Loan Facility”).

Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to (i) an applicable rate described in the table below plus (ii)(a) for U.S.

dollar denominated loans, Term SOFR, Adjusted Daily Simple SOFR or the Base Rate (each as defined in the Revolving Credit Agreement), and (b) for Alternative Currency denominated loans, the Alternative Currency Term Rate or the Alternative Currency Daily Rate (each as defined in the Revolving Credit Agreement).

Borrowings under the Euro Term Loan Facility bear interest at a per annum rate equal to (i) an applicable rate described in the table below plus (ii) the Alternative Currency Term Rate applicable to Euro denominated loans.

The Revolving Credit Agreement contains certain covenant restrictions, a consolidated net leverage ratio and an interest coverage ratio and customary events of default.

At May 25, 2025, we had approximately $ 1,166.8 million of availability under the Revolving Credit Facility.

Term Loan Facilities

On May 3, 2024 , we entered into an amended and restated credit agreement (the “New Term Loan Credit Agreement”), which replaced our then-existing credit agreement, dated as of June 28, 2019 (as amended, the “Prior Term Loan Credit Agreement”).

The Prior Term Loan Credit Agreement provided for, among other things, (i) a $ 300.0 million term loan facility due June 2026 (the “Term A-1 Loan Facility”), (ii) a $ 325.0 million term loan facility due April 2025 (the “Term A-2 Loan Facility”) and (iii) a $ 450.0 million term loan facility due January 2030 (the “Term A-3 Loan Facility”).

The New Term Loan Credit Agreement modified the Prior Term Loan Credit Agreement for the purpose of, among other things, establishing an additional $ 325.0 million term loan facility due May 2029 (the “Term A-4 Loan Facility”).

On May 3, 2024 , we entered into an amended and restated credit agreement (the “Term Loan Credit Agreement”), which replaced our then-existing credit agreement, dated as of June 28, 2019 .

The former term loan credit agreement provided for, among other things, (i) a $ 300.0 million term loan facility due June 2026 (the “Term A-1 Loan Facility”), (ii) a $ 325.0 million term loan facility due April 2025 (the “Term A-2 Loan Facility”) and (iii) a $ 450.0 million term loan facility due January 2030 (the “Term A-3 Loan Facility”).

The Term Loan Credit Agreement modified the former term loan agreement for the purpose of, among other things, establishing an additional $ 325.0 million term loan facility due May 2029 (the “Term A-4 Loan Facility”).

Borrowings under the Term A-4 Loan Facility were used in part to repay the Term A-2 Loan Facility in full.

The Term A-1 Loan Facility and the Term A-3 Loan Facility both remain outstanding under the New Term Loan Credit Agreement.

Borrowings under the New Term Loan Credit Agreement bear interest, before anticipated patronage dividends, at a per annum rate equal to (i) an applicable rate described in the table below plus (ii) Adjusted Term SOFR, the Base Rate or, in the case of Term A-4 Loan Facility, the Fixed Rate (each as defined in the New Term Loan Credit Agreement).

The New Term Loan Credit Agreement contains certain covenant restrictions, a consolidated net leverage ratio and an interest coverage ratio and customary events of default.

RMB Loan Facility

On February 18, 2022, our wholly owned subsidiary, Ulanqab Lamb Weston Food Co., Ltd., entered into a facility agreement providing for a RMB 1,079.0 million (approximately $ 149.0 million based on prevailing exchange rates on May 26, 2024) term loan facility (the “RMB Loan Facility”).

On September 27, 2024, we amended the Term Loan Credit Agreement (the “Term Loan Amendment”) to, among other things, establish a new $ 500 million term loan facility with a maturity date of September 2031 (“Term A-5 Loan Facility”).

Borrowings under the Term A-5 Loan Facility were used to repay the Term A-1 Loan Facility in full and to pay down borrowings under our Revolving Credit Facility.

Borrowings under the Term Loan Credit Agreement bear interest, before anticipated patronage dividends, at a per annum rate equal to (i) an applicable rate described in the table below plus (ii) the Adjusted Term SOFR Rate, the Base Rate or, in the case of Term A-4 and Term A-5 Loan Facilities, the Fixed Rate (each as defined in the Term Loan Credit Agreement).

The Term Loan Credit Agreement contains certain covenant restrictions, a consolidated net leverage ratio and an interest coverage ratio and customary events of default.

RMB Loan Facilities

On February 18, 2022, our wholly owned subsidiary, Ulanqab Lamb Weston Food Co., Ltd., entered into a facility agreement providing for a RMB 1,079.0 million ($ 150.3 million based on prevailing exchange rates on May 25, 2025) term loan facility (the “RMB Loan Facility”).

The RMB Loan Facility matures on February 25, 2027.

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Payment obligations under the RMB Loan Facility are unconditionally guaranteed by Lamb Weston.

On August 22, 2024, Ulanqab Lamb Weston Food Co., Ltd., entered into a facility agreement providing for a RMB 200 million ($ 27.9 million based on prevailing exchange rates on May 25, 2025) term loan facility (the “RMB 2024 Loan Facility”).

The RMB 2024 Loan Facility matures on August 28, 2029.

The RMB 2024 Loan Facility contains covenants that are standard for credit facilities originated in the People’s Republic of China.

Payment obligations under the RMB 2024 Loan Facility are unconditionally guaranteed by Lamb Weston.

4.875 % Senior Notes due 2028

In May 2020, we issued $ 500.0 million aggregate principal amount of 4.875 % senior notes due May 15, 2028 (“2028 Notes”).

Our obligations under the 2028 Notes are unconditionally guaranteed on a senior unsecured basis by the same subsidiaries as the Global Revolving Credit Facility.

The 2028 Notes are senior unsecured obligations and rank equally with all of our current and future senior indebtedness (including the 2030 and 2032 Notes), rank senior to all our current and future subordinated indebtedness and are subordinated to all of our current and future secured indebtedness (including all borrowings with respect to the Global Revolving Credit Facility and Term A-1, A-3, and A-4 Loan Facilities

to the extent of the value of the assets securing such indebtedness).

Our obligations under the 2028 Notes are unconditionally guaranteed on a senior unsecured basis by the same subsidiaries as the Revolving Credit Facility.

The 2028 Notes are senior unsecured obligations and rank equally with all of our current and future senior indebtedness (including the 2030 and 2032 Notes), rank senior to all our current and future subordinated indebtedness and are subordinated to all of our current and future secured indebtedness (including all borrowings with respect to the Revolving Credit Facility and Term A-3, A-4 and A-5 Loan Facilities to the extent of the value of the assets securing such indebtedness).

Upon a change of control (as defined in the indenture governing the 2028 Notes), we must offer to repurchase the 2028 Notes at 101 % of the principal amount of the notes, plus accrued and unpaid interest.

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On November 8, 2021 , we issued (i) $ 970.0 million aggregate principal amount of 4.125 % senior notes due January 31, 2030 (“2030 Notes”) and (ii) $ 700.0 million aggregate principal amount of 4.375 % senior notes due January 31, 2032 (“2032 Notes”) pursuant to indentures, each dated as of November 8, 2021 (together, the “Indentures”).

Our obligations under the 2030 Notes and 2032 Notes are unconditionally guaranteed on a senior unsecured basis by the same subsidiaries as the Global Revolving Credit Facility .

Our obligations under the 2030 Notes and 2032 Notes are unconditionally guaranteed on a senior unsecured basis by the same subsidiaries as the Revolving Credit Facility .

The 2030 Notes and 2032 Notes are effectively subordinated to all of our existing and future secured debt, rank equally with all of our existing and future senior debt and rank senior to all of our existing and future subordinated debt.

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The 2030 Notes and 2032 Notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries.

Former Euro Revolving Credit Facility and Term Loan Facility

On May 3, 2024, in connection with our entry into the Global Revolving Credit Agreement, we terminated LW EMEA’s then-existing € 400.0 million revolving credit facility (the “Euro Revolving Credit Facility”) and repaid LW EMEA’s then-existing € 75.0 million term loan facility, due December 2024, in full.

Other Credit Facilities

At May 26, 2024 and May 28, 2023, two of our subsidiaries had $ 58.3 million and $ 51.0 million, respectively, of availability under their overdraft line of credit facilities with financial institutions, with borrowings outstanding of $ 35.0 million and $ 11.4 million, respectively.

At May 25, 2025 and May 26, 2024, two of our subsidiaries had $ 50.1 million and $ 58.3 million, respectively, of availability under their respective line of credit facilities with financial institutions, with borrowings outstanding of $ 37.6 million and $ 35.0 million, respectively.

We guarantee the full amount of one of our subsidiaries’ obligations to the financial institutions up to the maximum amount of borrowings under the credit facility.

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Additional information regarding our variable rate debt modifiers is shown below:

Reference Rate-Based Loans Base Rate-Based Loans

Global revolving credit facility (a) 1.125 - 1.750 %

0.125 - 0.750 %

Term A-1 loan facility 1.850 - 2.600 %

Fixed Rate Loans Reference Rate-Based Loans Base Rate-Based Loans

Revolving credit facility (a) N/A 1.125 - 1.750 %

0.125 - 0.750 %

Term A-2 loan facility (b) 1.850 - 2.600 %

Term A-1 loan facility (b) N/A 1.850 - 2.600 %

0.850 - 1.600 %

Term A-3 loan facility 2.000 - 2.750 %

Term A-3 loan facility N/A 2.000 - 2.750 %

1.000 - 1.750 %

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0.850 - 1.850 %

(a) Borrowings under the Global Revolving Credit Facility have the same margin whether loans are denominated in U.S.

Term A-5 loan facility (d) 1.850 - 2.850 %

1.850 - 2.850 %

0.850 - 1.850 %

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(a) Borrowings under the Revolving Credit Facility have the same margin whether loans are denominated in U.S.

dollars or non-U.S.

(b) The Term A-2 Loan Facility was repaid in full in connection with our entry into the New Term Loan Credit Agreement.

(c) The Term A-4 Loan Facility is considered fixed-rate debt, however, the last year of its term under the New Term Loan Credit Agreement will be variable-rate based, as noted above.

(b) The Term A-1 Loan Facility was repaid in full in connection with our entry into the Term Loan Amendment.

Under the terms of the facility, on May 1, 2028, we may make an election to treat the remaining year of the term loan as a fixed or variable rate loan.

The election can be made for a period that is less than twelve months, which would then initiate a separate election at the end of the period.

(d) The Term A-5 Loan Facility is considered fixed-rate debt.

Under the terms of the facility, on October 1, 2026, we may make an election to treat the term loan as a fixed or variable rate loan.

The election can be made for a period that is less than the remainder of the term loan, which would then initiate a separate election at the end of the period.

Reference Rate-Based Loans PRC Prime Rate-Based Loans

RMB loan facility, due February 2027 N/A Prime + 0.300 %

RMB loan facility, due August 2029 N/A Prime + 0.300 %

Euro term loan facility, due May 2029 1.125 - 1.750 %

Euro term loan facility, due December 2024 (a) 0.400 - 1.100 %

Euro revolving credit facility (British Pound Loans) (b) 1.250 - 2.100 %

Euro revolving credit facility (Other Loans) (b) 1.050 - 1.900 %

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(a) The Euro term loan facility, due December 2024 was repaid in full in connection with our entry into the Global Revolving Credit Agreement.

(b) The Euro Revolving Credit Facility was terminated in connection with our entry into the Global Revolving Credit Agreement.

Debt Maturities

The aggregate minimum principal maturities of our long-term debt, including current portion, for the next five fiscal years and thereafter, are as follows:

The aggregate minimum principal maturities of our long-term debt, including current portion of long-term debt, for the next five fiscal years and thereafter, are as follows:

(in millions) Debt (a)

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Operating and finance leases, with initial terms greater than one year, were as follows:

(in millions) Classification May 26,

(in millions, except for lease term and discount rate amounts) Classification May 25, 2025 May 26, 2024

Operating lease assets Operating lease assets $ 113.2 $ 133.0

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Total lease obligations $ 128.0 $ 150.4

Weighted-average remaining lease term - finance leases 10.5 years 11.0 years

Weighted-average remaining lease term - operating leases 6.0 years 6.7 years

Weighted-average discount rate - finance leases 3.6 % 3.7 %

Weighted-average discount rate - operating leases 5.4 % 5.6 %

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1 unchanged sentence

The maturities of our lease obligations for operating and finance leases at May 25, 2025 for the next five fiscal years and thereafter are as follows:

(in millions, except for lease term and discount rate amounts) Operating

(in millions) Operating

Leases Finance

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Present value of lease obligations $ 122.8 $ 5.2 $ 128.0

Weighted-average remaining lease term (years) 6.7 11.0

Weighted-average discount rate 5.6 % 3.7 %

Supplemental cash flow information related to leases was as follows:

5 unchanged sentences

Non-cash investing and financing activities:

Assets obtained in exchange for new operating lease obligations 7.0 44.6 1.4

Assets obtained in exchange for new finance lease obligations 0.4 0.5 0.5

Operating lease assets obtained in exchange for lease liabilities 1.0 7.6 49.7

Operating lease assets reduced for reductions to lease liabilities ( 1.1 ) ( 0.6 ) ( 5.1 )

Finance lease assets obtained in exchange for lease liabilities 0.5 0.4 0.5

STOCK-BASED COMPENSATION

27 unchanged sentences

Granted (a) 640,481 58.16 221,953 54.56

Performance condition adjustment 0 — ( 20,002 ) 67.38

Vested (b) ( 538,997 ) 78.34 ( 73,254 ) 69.02

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(a) Granted represents new grants and dividend equivalents accrued.

Dividend equivalents are only paid on RSUs and Performance Shares that ultimately vest.

(b) The aggregate fair value of awards that vested in fiscal 2025, 2024, and 2023 was $ 37.7 million, $ 44.3 million, and $ 20.8 million, respectively, which represents the market value of our common stock on the date that the RSUs and Performance Shares vested.

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Term (Years) Aggregate

(in millions)

(in millions) (a)

Outstanding at May 26, 2024 666,604 $ 69.90 6.9 $ 12.9

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Outstanding at May 25, 2025 646,482 $ 69.72 5.9 $ 2.4

Exercisable at May 26, 2024 332,221 $ 59.85 5.6 $ 9.8 (a)

Exercisable at May 25, 2025 570,006 $ 68.25 5.7 $ 2.4

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

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

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

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Any differences between the book value and fair value are due to the difference between the period-end market interest rate and the stated rate of our fixed-rate debt.

We estimated the fair value of our fixed-rate debt using quoted market prices (Level 2 inputs) within the fair value hierarchy that is described above with an exception being the Term A-4 Loan Facility, which is quoted at face value (Level 1 inputs).

We estimated the fair value of our fixed-rate debt using quoted market prices (Level 2 inputs) within the fair value hierarchy that is described above with an exception being the Term A-4 and Term A-5 Loan Facility, which is quoted at face value (Level 1 inputs).

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.

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Our certificate of incorporation authorizes 600,000,000 shares of common stock and 60,000,000 shares of preferred stock.

We had 143,666,656 shares of common stock issued and outstanding as of May 26, 2024.

We had 139,237,760 and 143,666,656 shares of common stock issued and outstanding as of May 25, 2025 and May 26, 2024, respectively.

Each share of common stock entitles the holder to one vote on matters to be voted on by our stockholders.

No preferred stock was issued or outstanding as of May 26, 2024.

No preferred stock was issued or outstanding as of May 25, 2025 and May 26, 2024.

Share Repurchase Program

Our Board has authorized a program, with no expiration date, to repurchase shares of our common stock.

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

The program has no expiration date.

During fiscal 2025, we purchased an aggregate of 4,867,449 shares for $ 282.0 million, or a weighted-average price of $ 57.94 per share.

In October 2023, the Board approved an increase to the share repurchase authorization, which reset the unused capacity under the program to an aggregate $ 500.0 million.

As of May 26, 2024, $ 390.0 million remained authorized for share repurchases under the program.

As of May 25, 2025, approximately $ 358 million remained authorized for share repurchases under the program.

During fiscal 2025, 2024, and 2023, we paid $ 206.9 million, $ 174.0 million , and $ 146.1 million, respectively, of cash dividends to common stockholders.

12 unchanged sentences

Comprehensive

Income (Loss)

Balance as of May 26, 2024 $ ( 8.2 ) $ ( 5.3 ) $ 0.6 $ ( 12.9 )

2 unchanged sentences

Balance as of May 25, 2025 $ 58.9 $ ( 4.6 ) $ 0.2 $ 54.5

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

In addition, in February 2023, we purchased the remaining 50 % equity interest in LW EMEA, and now own 100 %.

After the acquisitions, we consolidated the results of operations of LWAMSA and LW EMEA in our International segment in our fiscal first and fourth quarters of fiscal 2023, respectively.

Prior to the acquisitions, the results of each of LWAMSA and LW EMEA were recorded in “Equity method investment earnings (loss).”

We recorded the assets and liabilities of both acquisitions at fair value based on a market approach.

We remeasured our initial equity interests at fair value, after considering control premiums in our industry, which are unobservable inputs, or Level 3, in the fair value hierarchy.

Fiscal 2023 net income included $ 371.7 million of after-tax ($ 420.6 million before tax) net gains related to the acquisitions, as follows:

$ 379.5 million after-tax ($ 425.8 million before tax) non-cash gain recorded in “Equity method investment earnings.”

$ 20.0 million of after-tax ($ 27.0 million before tax) costs related to the step-up and sale of inventory recorded in “Cost of sales.”

$ 12.2 million of after-tax ($ 21.8 million before tax) net gain from acquisition-related expenses (foreign currency gain related to actions taken to mitigate the effect of changes in currency rates on the purchase price, net of advisory, legal, valuation and other professional or consulting expenses).

The purchase price to acquire the additional 40 % interest in LWAMSA consisted of $ 42.3 million in cash.

The net sales, income from operations, and total assets acquired were not material to our consolidated net sales, income from operations, and total assets for the periods presented in this report, and therefore LWAMSA is not included in our unaudited pro forma information presented below.

The total consideration for our acquisition of the remaining interest in LW EMEA (the “LW EMEA Acquisition”) was $ 1,447.5 million, which consisted of € 531.6 million ($ 564.0 million) in cash, which excluded settlement of pre-existing relationships of $ 32.3 million and cash held by LW EMEA of $ 28.2 million, and 1,952,421 shares of our common stock (valued at $ 197.3 million as of the acquisition closing date).

The total consideration also included $ 634.4 million for the fair value of our initial equity investment and $ 51.8 million of other non-cash consideration (the majority being settlement of preexisting relationships).

We recorded LW EMEA’s assets and liabilities at fair value.

In fiscal 2023, LW EMEA contributed $ 364.0 million of net sales and a $ 13.6 million loss from operations, which included $ 52.3 million of acquisition-related items ($ 27.0 million before tax expenses related to the sale of inventory stepped up in the acquisition and $ 25.3 million of unrealized losses related to mark-to-market adjustments for commodity and currency hedging contracts , before taxes).

We do not allocate interest expense and taxes to the acquired operations and therefore, the post-acquisition net earnings are not discernible.

The total purchase price consideration was allocated to the net assets acquired based upon their respective estimated fair values as follows:

(in millions)

Cash and cash equivalents $ 28.2

Receivables 221.5

Inventories 222.1

Prepaid expenses and other current assets 41.4

Property, plant and equipment (a) 629.1

Goodwill (b) 644.9

Intangible assets (c) 80.0

Other assets 29.6

Assets acquired $ 1,896.8

Accounts payable ( 62.2 )

Accrued liabilities ( 164.0 )

Short-term borrowings ( 108.2 )

Deferred income taxes ( 19.2 )

Long-term debt ( 78.0 )

Other non-current liabilities ( 17.7 )

Liabilities assumed $ ( 449.3 )

Net assets acquired $ 1,447.5

_____________________________________________________

(a) Property, plant and equipment acquired are being depreciated on a straight-line basis over their estimated remaining lives, which range from 1 to 30 years.

(b) Goodwill is calculated as the excess of the purchase price over the fair values of the identifiable net assets acquired.

The goodwill is primarily attributable to future growth opportunities in Europe, the Middle East, and Africa.

For tax purposes, the acquisition of the remaining LW EMEA interest was treated as a stock acquisition and is not deductible for tax purposes.

For more information, see Note 5, Income Taxes, of the Notes to Consolidated Financial Statements in “Part II, Item 8.

Financial Statements and Supplementary Data” of the Annual Report on Form 10-K for period ended May 28, 2023, which we filed with the Securities and Exchange Commission on July 25, 2023.

Based on the carrying value of these finite-lived assets as of May 28, 2023, amortization expense for each of the next five years is estimated to be approximately $ 5.0 million.

The following unaudited pro forma financial information presents the combined results of operations as if we had acquired the remaining interest of LW EMEA on May 31, 2021 (the first day of fiscal 2022).

These unaudited pro forma results are included for informational purposes only and do not purport to represent what the combined companies’ results of operations would have been had the acquisition occurred on that date, nor are they necessarily indicative of future results of operations.

They also do not reflect any cost savings, operational synergies, or revenue enhancements that we may achieve or the costs necessary to achieve those cost savings, operational synergies, revenue enhancements, or integration efforts.

For the Fiscal Years Ended May

Unaudited Pro Forma Information (in millions)

We manage operations in two business segments, North America and International.

As a result of how we manage the business, we have two operating segments, each of which is a reportable segment:

North America and International.

North America includes activity that occurs in the United States, Canada, and Mexico.

International includes all activity that does not occur within the North America segment.

Both segments primarily manufacture frozen potato products for sale to our customers.

These reportable segments are each managed by a general manager and supported by a cross functional team assigned to support the segment.

Our president and chief executive officer is our chief operating decision maker (the “CODM”).

The CODM assesses the performance of our reportable segments and decides how to allocate resources based on segment adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”).

The adjustments to EBITDA include unrealized mark-to-market derivative gains and losses (which are a component of both cost of sales and selling, general and administrative expenses), foreign currency exchange gains and losses (which are a component of selling, general and administrative expenses), blue chip swap transaction gains (which are a component of selling, general and administrative expenses), and other items impacting comparability (which are a component of both cost of sales and selling, general and administrative expenses) that are described below (“Segment Adjusted EBITDA”).

Segment Adjusted EBITDA, along with volume and net sales, informs operating decisions, performance assessment, and resource allocation decisions at the segment level.

Our CODM uses volume, net sales, and Segment Adjusted EBITDA in the annual operating plan and forecasting process and considers actual versus plan variances in assessing the performance of each segment.

Total asset information by segment is not regularly provided to our CODM or utilized for purposes of assessing performance or allocating resources by segment and, as a result, such information has not been presented below.

The following tables illustrate reportable segment net sales and Segment Adjusted EBITDA for fiscal years 2025, 2024, and 2023.

The tables also reconcile these amounts to net income for each fiscal year.

For the Fiscal Year Ended May 25, 2025

(in millions) North America International Total

Net sales $ 4,265.2 $ 2,186.1 $ 6,451.3

Net income (a) (b) 644.9 500.4

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(a) The fiscal 2023 and 2022 unaudited pro forma financial information has been adjusted to give effect to adjustments that are directly related to the LW EMEA Acquisition and factually supportable.

These adjustments include, but are not limited to, the application of our accounting policies;

elimination of related party transactions;

depreciation and amortization related to fair value adjustments to property, plant, and equipment and intangible assets;

and interest expense on acquisition-related debt.

(b) The fiscal 2023 unaudited pro forma net income was also adjusted to exclude a $ 410.7 million ($ 364.4 million after-tax) non-cash gain related to the LW EMEA Acquisition, $ 27.0 million ($ 20.0 million after-tax) of acquisition inventory step-up expense and a $ 21.8 million ($ 12.2 million after-tax) gain from acquisition-related expenses (foreign currency gain related to actions taken to mitigate the effect of changes in currency rates on the purchase price, net of advisory, legal, valuation and other professional or consulting expenses).

These items were included in fiscal 2022 unaudited pro forma net income, along with a non-cash impairment charge of $ 62.7 million (before and after-tax) related to LW EMEA’s withdrawal from its joint venture in Russia in fiscal 2021.

JOINT VENTURE INVESTMENTS

In fiscal 2023, we purchased additional equity interests in LW EMEA and LWAMSA, and began consolidating their respective financial results in our Consolidated Financial Statements.

Prior to acquiring these incremental equity interests, we accounted for these investments under the equity method of accounting.

In addition, LW EMEA has a 75 % ownership interest in a joint venture that owns a production facility in Austria, which is included in our consolidated results.

At May 26, 2024, Lamb-Weston/RDO Frozen (“Lamb Weston RDO”), our joint venture with RDO Frozen Co., was the only joint venture accounted for under the equity method of accounting.

Our equity method investments were as follows:

May 26, 2024 May 28, 2023

(in millions) Carrying

Value Ownership

Interest Carrying

Value Ownership

Lamb Weston RDO $ 59.2 50 % $ 43.1 50 %

Other 0.4 50 %

Other segment items (a) 3,163.8 1,932.4 5,096.2

Segment Adjusted EBITDA (b) $ 1,101.4 $ 253.7 $ 1,355.1

Unallocated corporate costs (c) ( 134.6 )

Depreciation and amortization (d) 378.2

Unrealized derivative gains ( 23.1 )

Foreign currency exchange losses 15.2

Blue chip swap gains (e) ( 21.1 )

Items impacting comparability:

Restructuring Plan and other expenses (f) 185.8

Shareholder activism expense (g) 5.2

Interest expense, net 180.0

Income before income taxes 500.3

Income tax expense 143.1

Net income $ 357.2

_____________________________________________________

Summarized combined financial information for our equity method investments were as follows:

For the Fiscal Years Ended May

(a) Other segment items include cost of sales, selling, general, and administrative expenses, and equity method investment income or loss for each segment.

(b) Segment Adjusted EBITDA for fiscal 2025 included the following:

Net income associated with our equity method investments.

Refer to Note 6, “Other Assets,” in these Notes to Consolidated Financial Statements of this Form 10-K.

An estimated $ 31 million loss related to the voluntary product withdrawal that was initiated in the fourth quarter of fiscal 2024.

The total charge to reporting segments was approximately $ 19 million to the North America segment and approximately $ 12 million to the International segment.

(c) 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 costs exclude unrealized mark-to-market derivative gains and losses, foreign currency exchange gains and losses, gains from blue chip swap transactions in Argentina, and items impacting comparability.

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

(d) Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization from equity method investments of $ 8.2 million for the fiscal year ended May 25, 2025.

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

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

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

(f) Restructuring plan and other expenses relate to the FY25 Restructuring Plan and includes $ 32.8 million of accelerated depreciation related to the closure of our manufacturing facility in Connell, Washington .

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

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

For the Fiscal Year Ended May 26, 2024

(in millions) North America International Total

Net sales $ 4,363.2 $ 2,104.4 $ 6,467.6

Gross profit 88.1 237.0 203.8

Income from operations 55.3 83.3 106.9

Net income (loss) (b) 51.9 70.1 ( 21.4 )

(in millions) May 26,

2024 (c) May 28,

Current assets $ 124.7 $ 98.8

Noncurrent assets 113.5 108.3

Current liabilities 64.3 55.1

Noncurrent liabilities 55.5 64.1

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(a) The fiscal 2023 financial information includes the financial results for the parts of the fiscal year when LW EMEA and LWAMSA were being accounted for as unconsolidated joint ventures.

(b) In fiscal 2022, LW EMEA recorded a $ 125.4 million charge to write-off its net investment in its former joint venture in Russia, which is included in the fiscal 2022 net loss.

Our portion of the non-cash impairment charge related to this write-off was $ 62.7 million.

We made the following sales to and purchases from our joint venture investments, primarily for finished products sold to or purchased from our joint ventures.

We also provided services, such as sales and marketing services, to our joint ventures that are recorded as a reduction to “Selling, general and administrative expenses” in our Consolidated Statements of Earnings.

We also received dividends.

The following table summarizes the activity with all our joint venture investments:

For the Fiscal Years Ended May

(in millions) 2024 2023 (a) 2022

Sales $ 18.1 $ 22.2 $ 14.3

Purchases 74.9 42.9 21.0

Services provided 22.8 18.4 15.6

Dividends received 11.8 — 19.2

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(a) The fiscal 2023 financial information includes the financial results for the part of the fiscal year when LW EMEA and LWAMSA were accounted for as unconsolidated joint ventures.

As of May 26, 2024 and May 28, 2023, we had receivables included in “Receivables” on our Consolidated Balance Sheets from our joint ventures of $ 8.2 million and $ 4.5 million, respectively.

Effective May 29, 2023, to align with our expanded global footprint following the completion of the LW EMEA Acquisition, 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 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.

For the Fiscal Years Ended May

(in millions) 2024 2023 2022

Segment Net Sales

North America $ 4,363.2 $ 4,249.4 $ 3,497.3

International (a) 2,104.4 1,101.2 601.6

Other segment items (a) 3,100.1 1,772.5 4,872.6

Segment Adjusted EBITDA (b) $ 1,263.1 $ 331.9 $ 1,595.0

Unallocated corporate costs (c) ( 178.3 )

Depreciation and amortization (d) 306.2

Unrealized derivative gains ( 24.9 )

Foreign currency exchange losses 28.6

Blue chip swap gains (e) ( 18.0 )

Items impacting comparability:

Inventory step-up from acquisition 20.7

Integration and acquisition-related items, net 12.8

Interest expense, net 135.8

Income before income taxes 955.5

Income tax expense 230.0

Net income $ 725.5

_____________________________________________________

For the Fiscal Years Ended May

(in millions) 2024 2023 2022

Segment Adjusted EBITDA

North America $ 1,263.1 $ 1,162.3 $ 711.6

International (a) 331.9 231.0 78.2

Total Reportable Segments Adjusted EBITDA 1,595.0 1,393.3 789.8

Unallocated corporate costs (b) ( 178.3 ) ( 143.9 ) ( 83.1 )

Depreciation and amortization (c) 306.2 247.4 229.3

Unrealized derivative (gains) losses ( 24.9 ) 41.7 8.2

Unconsolidated joint venture unrealized derivative losses (gains) — 32.7 ( 26.5 )

Foreign currency exchange losses (gains) 10.6 5.5 ( 0.7 )

(a) Other segment items include cost of sales, selling, general, and administrative expenses, and equity method investment income or loss for each segment

(b) Segment Adjusted EBITDA for fiscal 2024 included the following:

Net income associated with our equity method investments.

Refer to Note 6, “Other Assets,” in these Notes to Consolidated Financial Statements of this Form 10-K.

An estimated $ 40 million loss related to the voluntary product withdrawal that was initiated in the fourth quarter of fiscal 2024.

The total charge to reporting segments was approximately $ 19 million to the North America segment and approximately $ 21 million to the International segment.

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

(d) Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization from equity method investments of $ 8.3 million for the fiscal year ended May 26, 2024.

(e) 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.

For the Fiscal Year Ended May 28, 2023 (a)

(in millions) North America International (a) Total

Net sales $ 4,249.4 $ 1,101.2 $ 5,350.6

Other segment items (b) 3,087.1 870.2 3,957.3

Segment Adjusted EBITDA (c) $ 1,162.3 $ 231.0 $ 1,393.3

Unallocated corporate costs (d) ( 143.9 )

Depreciation and amortization (e) 247.4

Unrealized derivative losses 41.7

Unconsolidated joint venture unrealized derivative losses 32.7

Foreign currency exchange losses 5.5

Items impacting comparability:

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Integration and acquisition-related items, net ( 21.8 )

Gain on acquisition of interest in joint ventures (d) — ( 425.8 ) —

Write-off of net investment in Russia — — 62.7

Interest expense, net (e) 135.8 109.2 161.0

Gain on acquisition of interest in joint ventures (f) ( 425.8 )

Interest expense, net 109.2

Income before income taxes 1,233.5

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As a result, LW EMEA’s net sales are not included in the International segment’s net sales for the first three quarters of the fifty-two weeks ended May 28, 2023, and only 50 % of LW EMEA’s adjusted EBITDA is reported in the International segment for those periods.

(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 fifty-two weeks ended May 26, 2024 included unallocated corporate costs of LW EMEA whereas the fifty-two weeks ended May 28, 2023 included thirteen weeks with unallocated corporate costs.

For the first three quarters of fiscal 2023, 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) Depreciation and amortization included interest expense, income tax expense, and depreciation and amortization from equity method investments of $ 8.3 million, $ 29.1 million, and $ 42.0 million for the fifty-two weeks ended May 26, 2024 , May 28, 2023, and May 29, 2022, respectively.

(d) The fiscal year ended May 28, 2023 included a $ 425.8 million ($ 379.5 million after-tax) gain recognized in connection with our purchase of an additional 50 % equity interest in LW EMEA, increasing our equity ownership from 50 % to 100 %, and our purchase of an additional 40 % equity interest in LWAMSA, increasing our equity ownership from 50 % to 90 %.

(b) Other segment items include cost of sales, selling, general, and administrative expenses, and equity method investment income or loss for each segment

Refer to Note 6, “Other Assets,” in these Notes to Consolidated Financial Statements of this Form 10-K.

(d) 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 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.

Unallocated corporate costs included only thirteen weeks associated with the acquisition of LW EMEA.

For the first three quarters of fiscal 2023, our portion of LW EMEA’s unallocated corporate costs were included in “Equity method investment earnings” in the Consolidated Statements of Earnings in the International segment.

(e) Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization from equity method investments of $ 29.1 million for the fiscal year ended May 28, 2023.

(f) The fiscal year ended May 28, 2023 included a $ 425.8 million ($ 379.5 million after-tax) gain recognized in connection with our purchase of an additional 50 % equity interest in LW EMEA, increasing our equity ownership from 50 % to 100 %, and our purchase of an additional 40 % equity interest in LWAMSA, increasing our equity ownership from 50 % to 90 %.

The gains related to remeasuring our initial equity interests in LW EMEA and LWAMSA to fair value.

(e) The fiscal year ended May 29, 2022 included a loss on extinguishment of debt of $ 53.3 million ($ 40.5 million after-tax), which includes a call premium of $ 39.6 million related to the redemption of our senior notes due 2024 and 2026, and the write-off of $ 13.7 million of previously unamortized debt issuance costs associated with those notes.

Assets by Segment

The manufacturing assets of Lamb Weston are shared across all reporting segments.

Output from these facilities used by each reporting segment can change from fiscal year to fiscal year.

Therefore, it is impracticable to allocate those assets to the reporting segments, as well as disclose total assets by segment.

Concentrations

Lamb Weston’s largest customer, McDonald’s Corporation, accounted for approximately 15 %, 14 %, and 13 % of our consolidated net sales in fiscal 2025, 2024, and 2023, respectively.

Other Information

Information by Geographic Area

Sales are classified as domestic or foreign based on the address to which the product is shipped.

No individual foreign country is material to the consolidated results.

For the Fiscal Years Ended May

(in millions) 2025 2024 2023

United States $ 4,174.5 $ 4,278.0 $ 4,125.4

Other 2,276.8 2,189.6 1,225.2

Total net sales $ 6,451.3 $ 6,467.6 $ 5,350.6

We have 26 production facilities, 14 located in the U.S.

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as of May 25, 2025.

Foreign long-lived assets were $ 1,520.8 million and $ 1,195.8 million as of May 26, 2024 and May 28, 2023, respectively.

Long-lived assets located in the Netherlands were $ 808.0 million and $ 680.7 million as of May 26, 2024 and May 28, 2023, respectively.

Sales are classified as domestic or foreign based on the address to which the product is shipped.

No individual foreign country is material to the consolidated results.

Foreign net sales, including sales by domestic locations to external customers located outside of the U.S., were $ 2,189.6 million, $ 1,225.2 million, and $ 682.7 million in fiscal 2024, 2023, and 2022, respectively.

Long-lived assets include property, plant, and equipment, net, operating lease assets, and capitalized software costs.

(in millions) May 25, 2025 May 26, 2024

Long-lived assets

United States $ 2,333.0 $ 2,485.8

Netherlands 866.3 777.9

Other 810.5 680.0

Total long-lived assets $ 4,009.8 $ 3,943.7

At May 25, 2025, we had approximately 10,100 employees, of which approximately 3,100 of these employees work outside of the U.S.

Approximately 32 % of our employees are parties to collective bargaining agreements with terms that we believe are typical for the industry in which we operate.

Most of the union workers at our facilities are represented under contracts that expire at various times over the next several years.

Most of the union workers at our U.S.

facilities are represented under contracts that expire at various times over the next several years.

COMMITMENTS, CONTINGENCIES, GUARANTEES, AND LEGAL PROCEEDINGS

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Legal Proceedings

On June 13, 2024, the Cleveland Bakers and Teamsters Pension Fund filed a securities class action 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 stockholders for alleged violations of the federal securities laws.

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

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

In June 2024, two putative class actions 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.

On April 25, 2025, defendants filed a motion to dismiss.

Briefing is ongoing and no hearing date has been set.

In June 2025, a purported Company stockholder filed a verified stockholder derivative complaint (nominally on behalf of the Company) against certain of our current and former directors and officers, alleging violations of the federal securities laws and breach of fiduciary duty stemming from the same or similar purported misrepresentations and omissions regarding the design and implementation of our enterprise resource planning system as the putative class actions.

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

We are currently unable to predict the outcome of this matter or estimate the range of potential loss, if any, that may result.

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.

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.

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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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-K

Item 8. Financial Statements and Supplementary Data