Lamb Weston Holdings, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Reports of Independent Registered Public Accounting Firm (KPMG, LLP, Seattle, WA, PCAOB ID No. 185 ) 39 Consolidated Statements of Earnings for the fiscal years ended May 25, 2025, May 26, 2024, and May 28, 2023 42 Consolidated Statements of Comprehensive Income for the fiscal years ended May 25, 2025, May 26, 2024, and May 28, 2023 43 Consolidated Balance Sheets as of May 25, 2025 and May 26, 2024 44 Consolidated Statements of Stockholders’ Equity for the fiscal years ended May 25, 2025, May 26, 2024, and May 28, 2023 45 Consolidated Statements of Cash Flows for the fiscal years ended May 25, 2025, May 26, 2024, and May 28, 2023 46 Notes to Consolidated Financial Statements 47 38 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Lamb Weston Holdings, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Lamb Weston Holdings, Inc. and subsidiaries (the Company) as of May 25, 2025 and May 26, 2024, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended May 25, 2025, and the related notes and consolidated financial statement schedule (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of May 25, 2025 and May 26, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended May 25, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of May 25, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated July 23, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Sufficiency of audit evidence over the finished goods inventory held at third-party warehouse locations As discussed in Note 1 to the consolidated financial statements, the Company has recognized finished goods inventory of $755.7 million as of May 25, 2025, the majority of which is held at third-party warehouse locations. The tracking of the existence and completeness of finished goods inventory quantities held at third-party warehouse locations is reliant upon manual processes and automated processes within the Company’s enterprise resource planning system. 39 Table of Contents 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. 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. We applied auditor judgment to determine the nature and extent of procedures to be performed over the quantities of finished goods inventory held at third-party warehouse locations by evaluating: • homogeneity of the locations • historical results of physical counts of inventory • inventory quantities by location. We evaluated the design and tested the operating effectiveness of certain internal controls within the Company’s inventory process, including controls over finished goods inventory quantities held at third-party warehouse locations. We involved IT professionals with specialized skills and knowledge, who assisted in testing certain general IT and application controls related to the Company’s process of recording finished goods inventory quantities held at third-party warehouse locations. We tested the existence and completeness of finished goods inventory by observing a sample of physical inventory counts during the year. We also obtained external confirmation of inventory quantities held at certain third-party warehouse locations for a sample of locations. In addition, we evaluated the overall sufficiency of audit evidence obtained over finished goods inventory quantities held at third-party warehouse locations by assessing the results of procedures performed including the appropriateness of such evidence. /s/ KPMG LLP We have served as the Company’s auditor since 2016. Seattle, Washington July 23, 2025 40 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Lamb Weston Holdings, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Lamb Weston Holdings, Inc. and subsidiaries' (the Company) internal control over financial reporting as of May 25, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 25, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 25, 2025 and May 26, 2024, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended May 25, 2025, and the related notes and consolidated financial statement schedule (collectively, the consolidated financial statements), and our report dated July 23, 2025 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Seattle, Washington July 23, 2025 41 Table of Contents Lamb Weston Holdings, Inc. Consolidated Statements of Earnings (dollars in millions, except per share amounts) For the Fiscal Years Ended May 2025 2024 2023 Net sales $ 6,451.3 $ 6,467.6 $ 5,350.6 Cost of sales 5,052.7 4,700.9 3,918.5 Gross profit 1,398.6 1,766.7 1,432.1 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 Interest expense, net 180.0 135.8 109.2 Income before income taxes and equity method earnings 485.1 929.5 772.9 Income tax expense 143.1 230.0 224.6 Equity method investment earnings 15.2 26.0 460.6 Net income $ 357.2 $ 725.5 $ 1,008.9 Earnings per share: Basic $ 2.51 $ 5.01 $ 6.98 Diluted $ 2.50 $ 4.98 $ 6.95 Weighted average common shares outstanding: Basic 142.2 144.9 144.5 Diluted 142.7 145.6 145.2 See Notes to Consolidated Financial Statements. 42 Table of Contents Lamb Weston Holdings, Inc. Consolidated Statements of Comprehensive Income (dollars in millions) For the Fiscal Years Ended May 2025 2024 2023 Pre-Tax Amount Tax (Expense) Benefit After-Tax Amount Pre-Tax Amount Tax (Expense) Benefit After-Tax Amount Pre-Tax Amount Tax (Expense) Benefit After-Tax Amount Net income $ 500.3 $ ( 143.1 ) $ 357.2 $ 955.5 $ ( 230.0 ) $ 725.5 $ 1,233.5 $ ( 224.6 ) $ 1,008.9 Other comprehensive income (loss): Unrealized pension and post-retirement benefit obligations gain (loss) 1.0 ( 0.3 ) 0.7 ( 5.9 ) 1.3 ( 4.6 ) 3.4 ( 0.8 ) 2.6 Unrealized currency translation gains (losses) 66.6 0.5 67.1 19.3 ( 0.4 ) 18.9 ( 16.6 ) 2.4 ( 14.2 ) Other ( 0.5 ) 0.1 ( 0.4 ) ( 0.5 ) 0.1 ( 0.4 ) 0.5 ( 0.1 ) 0.4 Comprehensive income $ 567.4 $ ( 142.8 ) $ 424.6 $ 968.4 $ ( 229.0 ) $ 739.4 $ 1,220.8 $ ( 223.1 ) $ 997.7 See Notes to Consolidated Financial Statements. 43 Table of Contents Lamb Weston Holdings, Inc. Consolidated Balance Sheets (dollars in millions, except share data) May 25, 2025 May 26, 2024 ASSETS Current assets: Cash and cash equivalents $ 70.7 $ 71.4 Receivables, net of allowances of $ 0.9 and $ 0.9 781.6 743.6 Inventories 1,035.4 1,138.6 Prepaid expenses and other current assets 145.0 136.4 Total current assets 2,032.7 2,090.0 Property, plant and equipment, net 3,687.9 3,582.8 Operating lease assets 113.2 133.0 Goodwill 1,090.2 1,059.9 Intangible assets, net 114.0 104.9 Other assets 354.6 396.4 Total assets $ 7,392.6 $ 7,367.0 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Short-term borrowings $ 370.8 $ 326.3 Current portion of long-term debt and financing obligations 77.8 56.4 Accounts payable 616.4 833.8 Accrued liabilities 411.0 407.6 Total current liabilities 1,476.0 1,624.1 Long-term liabilities: Long-term debt and financing obligations, excluding current portion 3,682.8 3,440.7 Deferred income taxes 253.5 256.2 Other noncurrent liabilities 242.6 258.2 Total long-term liabilities 4,178.9 3,955.1 Commitments and contingencies Stockholders’ equity: Common stock of $ 1.00 par value, 600,000,000 shares authorized; 151,390,267 and 150,735,397 shares issued 151.4 150.7 Treasury stock, at cost, 12,152,507 and 7,068,741 common shares ( 838.0 ) ( 540.9 ) Additional distributed capital ( 479.1 ) ( 508.9 ) Retained earnings 2,848.9 2,699.8 Accumulated other comprehensive income (loss) 54.5 ( 12.9 ) Total stockholders’ equity 1,737.7 1,787.8 Total liabilities and stockholders’ equity $ 7,392.6 $ 7,367.0 See Notes to Consolidated Financial Statements. 44 Table of Contents Lamb Weston Holdings, Inc. Consolidated Statements of Stockholders’ Equity (dollars in millions, except share and per share data) Common Stock, net of Treasury Shares Common Stock Amount Treasury Stock Amount Additional Paid-in (Distributed) Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Balance at May 29, 2022 144,071,428 $ 148.0 $ ( 264.1 ) $ ( 813.3 ) $ 1,305.5 $ ( 15.6 ) $ 360.5 Dividends declared, $ 1.05 per share — — — — ( 151.6 ) — ( 151.6 ) Common stock issued 2,247,927 2.3 — 196.7 — — 199.0 Stock-settled, stock-based compensation expense — — — 38.5 — — 38.5 Repurchase of common stock and common stock withheld to cover taxes ( 653,672 ) — ( 50.2 ) — — — ( 50.2 ) Other — — — 19.5 ( 2.1 ) — 17.4 Comprehensive income — — — — 1,008.9 ( 11.2 ) 997.7 Balance at May 28, 2023 145,665,683 $ 150.3 $ ( 314.3 ) $ ( 558.6 ) $ 2,160.7 $ ( 26.8 ) $ 1,411.3 Dividends declared, $ 1.28 per share — — — — ( 184.9 ) — ( 184.9 ) Common stock issued 441,886 0.4 — 0.3 — — 0.7 Stock-settled, stock-based compensation expense — — — 46.8 — — 46.8 Repurchase of common stock and common stock withheld to cover taxes ( 2,440,913 ) — ( 225.3 ) — — — ( 225.3 ) Other — — ( 1.3 ) 2.6 ( 1.5 ) — ( 0.2 ) Comprehensive income — — — — 725.5 13.9 739.4 Balance at May 26, 2024 143,666,656 $ 150.7 $ ( 540.9 ) $ ( 508.9 ) $ 2,699.8 $ ( 12.9 ) $ 1,787.8 Dividends declared, $ 1.46 per share — — — — ( 206.9 ) — ( 206.9 ) Common stock issued 654,870 0.7 — ( 0.6 ) — — 0.1 Stock-settled, stock-based compensation expense — — — 39.4 — — 39.4 Repurchase of common stock and common stock withheld to cover taxes ( 5,083,766 ) — ( 294.4 ) — — — ( 294.4 ) Other — — ( 2.7 ) ( 9.0 ) ( 1.2 ) — ( 12.9 ) Comprehensive income — — — — 357.2 67.4 424.6 Balance at May 25, 2025 139,237,760 $ 151.4 $ ( 838.0 ) $ ( 479.1 ) $ 2,848.9 $ 54.5 $ 1,737.7 See Notes to Consolidated Financial Statements. 45 Table of Contents Lamb Weston Holdings, Inc. Consolidated Statements of Cash Flows (dollars in millions) For the Fiscal Years Ended May 2025 2024 2023 Cash flows from operating activities Net income $ 357.2 $ 725.5 $ 1,008.9 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of intangibles and debt issuance costs 407.5 306.8 222.8 Stock-settled, stock-based compensation expense 39.5 46.8 38.5 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 Blue chip swap transaction gains ( 21.1 ) ( 18.0 ) — Other ( 5.4 ) 24.9 2.2 Changes in operating assets and liabilities: Receivables ( 22.2 ) ( 15.1 ) ( 53.6 ) Inventories 112.6 ( 203.3 ) ( 125.1 ) Income taxes payable/receivable, net ( 10.3 ) 20.1 ( 12.3 ) Prepaid expenses and other current assets 9.5 9.7 1.8 Accounts payable 2.0 36.5 83.1 Accrued liabilities ( 13.5 ) ( 118.9 ) 56.5 Net cash provided by operating activities $ 868.3 $ 798.2 $ 761.7 Cash flows from investing activities Additions to property, plant and equipment ( 638.2 ) ( 929.5 ) ( 654.0 ) Additions to other long-term assets ( 33.6 ) ( 62.3 ) ( 82.0 ) 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 Net cash used for investing activities $ ( 648.0 ) $ ( 984.1 ) $ ( 1,340.9 ) 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 Repayments of debt and financing obligations ( 276.6 ) ( 401.1 ) ( 32.6 ) Dividends paid ( 206.9 ) ( 174.0 ) ( 146.1 ) Repurchase of common stock and common stock withheld to cover taxes ( 294.4 ) ( 225.3 ) ( 51.6 ) Other ( 15.2 ) ( 4.5 ) 0.2 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 Net decrease in cash and cash equivalents ( 0.7 ) ( 233.4 ) ( 220.2 ) Cash and cash equivalents, beginning of period 71.4 304.8 525.0 Cash and cash equivalents, end of period $ 70.7 $ 71.4 $ 304.8 See Notes to Consolidated Financial Statements. 46 Table of Contents Notes to Consolidated Financial Statements 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Lamb Weston Holdings, Inc. (“we,” “us,” “our,” the “Company,” or “Lamb Weston”) is a leading global producer, distributor, and marketer of value-added frozen potato products and is headquartered in Eagle, Idaho. We have two reportable segments: North America and International. Basis of Presentation These Consolidated Financial Statements present the financial results of Lamb Weston for the fiscal years ended May 25, 2025, May 26, 2024, and May 28, 2023 (“fiscal 2025, 2024, and 2023”), and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”). The fiscal year of Lamb Weston ends the last Sunday in May. The fiscal years for the Consolidated Financial Statements presented consist of 52- week periods. The financial statements include all adjustments (consisting only of normal recurring adjustments) that we consider necessary for a fair presentation of such financial statements. Our Consolidated Financial Statements include the accounts of Lamb Weston and all of our majority-owned subsidiaries. Intercompany investments, accounts, and transactions have been eliminated. Certain amounts in the prior 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 6, Other Assets. Use of Estimates The preparation of the Consolidated Financial Statements in conformity with GAAP requires us to make certain estimates and assumptions that affect the amounts reported in our Consolidated Financial Statements and the accompanying notes. On an ongoing basis, we evaluate our estimates, including but not limited to those related to the measurement of assets acquired and the liabilities assumed based on the fair value at the acquisition date, provisions for income taxes, estimates of sales incentives and trade promotion allowances. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates will be reflected in the Consolidated Financial Statements in future periods. Revenue from Contracts with Customers Generally, we recognize revenue on a point-in-time basis when the customer takes title to the product and assumes the risks and rewards for the product. However, for customized products, which are products manufactured to customers’ unique specifications, we recognize revenue over time, utilizing an output method, which is generally as the products are produced. This is because once a customized product is manufactured pursuant to a purchase order, we have an enforceable right to payment for that product. Conversely, for non-customized products, revenue is generally recognized upon shipment. As a result, the timing of the receipt of a purchase order may create quarterly fluctuations. The nature of our contracts varies based on the business, customer type, and region; however, in all instances it is our customary business practice to receive a valid order from the customer, in which each party’s rights and related payment terms are clearly identifiable. Our payment terms are consistent with industry standards and generally include early pay discounts. Amounts billed and due from customers are short-term in nature and are classified as receivables, since payments are unconditional and only the passage of time is required before payments are due. As of May 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. We also do not provide a general right of return. However, customers may seek to return defective or non-conforming products. Following a customer return, we 47 Table of Contents may offer remedies, including cash refunds, credit towards future purchases, or product replacement. As a result, customers’ right of return and related refund or product liabilities are estimated and recorded as reductions in revenue. We have contract terms that give rise to variable consideration including, but not limited to, discounts, coupons, rebates, and volume-based incentives. We estimate volume rebates based on the most likely amount method outlined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers . We estimate early payment discounts and other customer trade incentives based principally on historical sales and coupon utilization and redemption rates, influenced by judgments about current market conditions such as competitive activity in specific product categories, which is consistent with the expected value method outlined in ASC 606. We have concluded that these methods result in the best estimate of the consideration we are entitled to from our customers. Because of the complexity of some of these trade promotions, however, the ultimate resolution may result in payments that are materially different from our estimates. As additional information becomes known, we may change our estimates. At May 25, 2025 and May 26, 2024, we had $ 88.2 million and $ 90.0 million, respectively, of sales incentives and trade promotions payable recorded in “Accrued liabilities” on our Consolidated Balance Sheets. We have elected to present all sales taxes on a net basis, account for shipping and handling activities as fulfillment activities, recognize the incremental costs of obtaining a contract as expense when incurred if the amortization period of the asset we would recognize is one year or less, and not record interest income or interest expense when the difference in timing of control or transfer and customer payment is one year or less. Advertising and Promotion Advertising and promotion expenses totaled $ 35.8 million, $ 49.7 million, and $ 34.4 million in fiscal 2025, 2024, and 2023, respectively, and are included in “Selling, general and administrative expenses” in the Consolidated Statements of Earnings as the expenses are incurred. Research and Development Research and development costs are expensed as incurred and totaled $ 22.0 million, $ 26.4 million, and $ 17.2 million in fiscal 2025, 2024, and 2023, respectively, and are included in “Selling, general and administrative expenses” in the Consolidated Statements of Earnings. Stock-Based Compensation Compensation expense resulting from all stock-based compensation transactions is measured and recorded in the Consolidated Financial Statements based on the grant date fair value of the equity instruments issued. Compensation expense is recognized over the period the employee or non-employee director provides service in exchange for the award. See Note 10, Stock-Based Compensation, for additional information. Pension and Post-Retirement Benefits 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. executives. This plan is closed to new participants and pension benefit accruals are frozen for active participants. 48 Table of Contents U.S. 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. In addition to this, we will generally match 100 % of the first 6 % of the participating employee’s contribution election to the 401(k) Plan. The Plan’s matching contributions have a five-year graded vesting with 20 % vesting each year. We made employer contributions of $ 41.5 million , $ 48.1 million , and $ 38.7 million in fiscal 2025, 2024, and 2023 , respectively. We sponsor a non-qualified deferred compensation savings plan that permits eligible U.S. employees to continue to make deferrals and receive company matching contributions when their contributions to the 401(k) Plan are stopped due to limitations under U.S. tax law. In addition, we sponsor a non-qualified deferred compensation plan for non-employee directors that allow directors to defer their cash compensation and stock awards. Both deferred compensation plans are unfunded nonqualified defined contribution plans. Participant deferrals and company matching contributions (for the employee deferred compensation plan only) are not invested in separate trusts, but are paid directly from our general assets at the time benefits become due and payable. At May 25, 2025 and May 26, 2024, we had $ 27.0 million and $ 27.6 million, respectively, of liabilities attributable to participation in our deferred compensation plans recorded on our Consolidated Balance Sheets. Cash and Cash Equivalents Cash and all highly liquid investments with an original maturity of three months or less at the date of acquisition are classified as cash and cash equivalents and stated at cost, which approximates market value. We maintain various banking relationships with high quality financial institutions, and, 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 Trade accounts receivable are stated at the amount we expect to collect based on our past experience, as well as reliance on the Perishable Agricultural Commodities Act, which was enacted to help promote fair trade in the fruit and vegetable industry by establishing a code of fair business practices. The collectability of our accounts receivable is based upon a combination of factors. In circumstances where a specific customer is unable to meet its financial obligations (e.g., bankruptcy filings, substantial downgrading of credit sources), a specific reserve for bad debts is recorded against amounts due to the Company to reduce the net recorded receivable to the amount that we reasonably believe will be collected. For all other customers, reserves for bad debts are recognized based on forward-looking information to assess expected credit losses. If collection experience deteriorates, the estimate of the recoverability of amounts due could be reduced. We periodically review our allowance for doubtful accounts and adjustments to the valuation allowance are recorded as income or expense in “Selling, general and administrative expenses” in our Consolidated Statements of Earnings. Trade accounts receivable balances that remain outstanding after we have used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Inventories Inventories are valued at the lower of cost (determined using the first-in, first-out method) or net realizable value and include all costs directly associated with manufacturing products: materials, labor, and manufacturing overhead. Inventories are reduced to net realizable value after consideration of excess, obsolete, and unsaleable inventories based on quantities on hand and estimated future usage and sales. The majority of our finished goods inventories are held at third-party warehouses not owned or leased by the Company. The components of inventories were as follows: (in millions) May 25, 2025 May 26, 2024 Raw materials and packaging $ 171.5 $ 178.7 Finished goods 755.7 867.9 Supplies and other 108.2 92.0 Inventories $ 1,035.4 $ 1,138.6 49 Table of Contents Leased Assets Leases consist of real property and machinery and equipment. Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of the lease payments over the lease term. Our leases may include options to extend or terminate. Options to extend are included in the lease term when it is reasonably certain that we will exercise the option. Some leases have variable payments, however, because they are not based on an index or rate, they are not included in lease assets and liabilities. Variable payments for leases of land and buildings primarily relate to common area maintenance, insurance, taxes, and utilities. Variable payments for equipment, vehicles, and leases within supply agreements primarily relate to usage, repairs, and maintenance. As the implicit rate is not readily determinable for most of our leases, we use an incremental borrowing rate to determine the initial present value of lease payments over the lease terms on a collateralized basis over a similar term, which is based on market and company specific information. Assets and liabilities related to leases having a lease term of twelve months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the term of the lease. In addition, we account for lease and non-lease components as a single lease component for all of our leases. See Note 9, Leases, for more information. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Cost includes expenditures for major improvements and replacements and the amount of interest cost associated with significant capital additions. The amount of interest capitalized from construction in progress was $ 25.9 million, $ 49.5 million, and $ 17.5 million in fiscal 2025, 2024, and 2023, respectively. Construction in progress does not include deposits made on equipment, materials, and services yet to be received. Repairs and maintenance costs are expensed as incurred. The components of property, plant and equipment were as follows: (in millions) May 25, 2025 May 26, 2024 Land and land improvements $ 191.6 $ 186.2 Buildings, machinery and equipment 5,136.3 4,708.8 Furniture, fixtures, office equipment and other 161.9 127.7 Construction in progress 551.7 688.2 Property, plant and equipment, at cost 6,041.5 5,710.9 Less accumulated depreciation ( 2,353.6 ) ( 2,128.1 ) Property, plant and equipment, net $ 3,687.9 $ 3,582.8 Depreciation is computed on a straight-line basis over the estimated useful lives of the respective classes of assets as follows: Land improvements 1 - 30 years Buildings 10 - 40 years Machinery and equipment 5 - 20 years Furniture, fixtures, office equipment, and other 3 - 15 years 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 $ 31.4 $ 19.6 $ 7.0 ___________________________________________ (a) See Note 4, Restructuring, of these Notes to Consolidated Financial Statements for additional information. 50 Table of Contents 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. Long-Lived Asset Impairment We review long-lived assets for impairment upon the occurrence of events or changes in circumstances which indicate that the carrying amount of the assets may not be fully recoverable, measured by comparing their net book value to the undiscounted projected future cash flows generated by their use. Impaired assets are recorded at their estimated fair value. Goodwill and Other Identifiable Intangible Assets We perform an annual impairment assessment of goodwill at the reporting unit level in the fourth quarter of each year, or more frequently if indicators of potential impairment exist. We have an option to evaluate goodwill for impairment by first performing a qualitative assessment of events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amounts, then a quantitative goodwill impairment test is not required to be performed. The quantitative assessment requires us to estimate the fair value of our reporting units using a weighted approach based on discounted future cash flows, market multiples and transaction multiples. If the carrying amount of the reporting units is in excess of their estimated fair value, the reporting unit will record an impairment charge by the amount that the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit. We amortize intangible assets with finite lives over their estimated useful life. We perform a review of significant finite-lived identified intangible assets to determine whether facts and circumstances indicate that the carrying amount may not be recoverable. These reviews can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our forecasts for our products lines. See Note 5, Goodwill and Other Identifiable Intangible Assets, for additional information. Fair Values of Financial Instruments When determining fair value, we consider the principal or most advantageous market in which we would transact, as well as assumptions that market participants would use when pricing the asset or liability. The three levels of inputs that may be used to measure fair value are: Level 1—Quoted market prices in active markets for identical assets or liabilities. We evaluate security-specific market data when determining whether a market is active. Level 2—Observable market-based inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. Level 3—Unobservable inputs for the asset or liability reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability. See Note 11, Fair Value Measurements, for additional information. Foreign Currency Most of our foreign subsidiaries use the local currency of their respective countries as their functional currency. Assets and liabilities are translated at exchange rates prevailing at the balance sheet dates. Revenues and expenses are translated into U.S. dollars using daily and monthly average exchange rates. Gains and losses resulting from the translation of Consolidated Balance Sheets are recorded as a component of “Accumulated other comprehensive income (loss).” Foreign currency transactions resulted in 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. (“LW EMEA”). These amounts were recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Earnings. 51 Table of Contents 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 We use derivatives and other financial instruments to hedge a portion of our commodity and interest rate risks. We do not hold or issue derivatives and other financial instruments for trading purposes. Derivative instruments are reported in our Consolidated Balance Sheets at their fair values, unless the derivative instruments qualify for the normal purchase normal sale exception (“NPNS”) under GAAP and such exception has been elected. If the NPNS exception is elected, the fair values of such contracts are not recognized. Changes in 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. Income Taxes We recognize current tax liabilities and assets based on an estimate of taxes payable or refundable in the current year for each of the jurisdictions in which we transact business. As part of the determination of our current tax liability, management exercises judgment in evaluating positions taken in the tax returns. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than a 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We also recognize deferred tax assets and liabilities for the estimated future tax effects attributable to temporary differences (e.g., the difference in book basis versus tax basis of fixed assets resulting from differing depreciation methods). Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are remeasured to reflect new tax rates in the periods rate changes are enacted. If appropriate, we recognize valuation allowances to reduce deferred tax assets to amounts that are more likely than not to be ultimately realized, based on our assessment of estimated future taxable income. See Note 3, Income Taxes, for more information. New and Recently Issued Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment 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): Improvements to Income Tax Disclosures , to enhance transparency and decision usefulness of income tax disclosures, particularly around rate reconciliations and income taxes paid information. 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. There were no other accounting pronouncements recently issued that had or are expected to have a material impact on our Consolidated Financial Statements. 52 Table of Contents 2. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per common share for the periods presented: For the Fiscal Years Ended May (in millions, except per share amounts) 2025 2024 2023 Numerator: Net income $ 357.2 $ 725.5 $ 1,008.9 Denominator: Basic weighted average common shares outstanding 142.2 144.9 144.5 Add: Dilutive effect of employee incentive plans (a) 0.5 0.8 0.7 Diluted weighted average common shares outstanding 142.7 145.6 145.2 Earnings per share: Basic $ 2.51 $ 5.01 $ 6.98 Diluted $ 2.50 $ 4.98 $ 6.95 _____________________________________________________ (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. 3. INCOME TAXES Pre-tax income, inclusive of equity method investment earnings, consisted of the following: For the Fiscal Years Ended May (in millions) 2025 2024 2023 United States $ 418.1 $ 807.8 $ 794.2 Non-U.S. 82.2 147.7 439.3 Total pre-tax income $ 500.3 $ 955.5 $ 1,233.5 The provision for income taxes included the following: For the Fiscal Years Ended May (in millions) 2025 2024 2023 Current U.S. federal $ 85.7 $ 140.5 $ 174.1 State and local 6.3 36.1 25.8 Non-U.S. 50.7 54.8 24.3 Total current provision for taxes 142.7 231.4 224.2 Deferred U.S. federal ( 1.3 ) 27.7 ( 12.6 ) State and local ( 0.6 ) ( 14.6 ) ( 0.4 ) Non-U.S. 2.3 ( 14.5 ) 13.4 Total deferred provision for taxes $ 0.4 $ ( 1.4 ) $ 0.4 Total provision for taxes $ 143.1 $ 230.0 $ 224.6 53 Table of Contents A reconciliation of income tax expense using the 21% U.S. statutory tax rate on income from operations, including equity method earnings and before income taxes, compared with the actual provision for income taxes follows: For the Fiscal Years Ended May (in millions) 2025 2024 2023 Provision computed at U.S. statutory rate $ 105.1 $ 200.7 $ 259.0 Increase (decrease) in rate resulting from: State and local taxes, net of federal benefit 5.1 20.1 21.2 Non-U.S. operations (a) 19.0 5.5 ( 11.7 ) 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 (b)(d) 28.6 % 24.1 % 18.2 % _____________________________________________________ (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) 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 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 Income taxes paid, net of refunds, were $ 149.7 million, $ 188.8 million, and $ 226.5 million in fiscal 2025, 2024, and 2023, respectively. 54 Table of Contents Deferred Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. Significant components of our deferred income tax assets and liabilities were as follows: May 25, 2025 May 26, 2024 (in millions) Assets Liabilities Assets Liabilities Property, plant and equipment $ — $ 297.9 $ — $ 322.6 Goodwill and other intangible assets 17.1 — 17.4 — Compensation and benefit related liabilities 26.3 — 27.8 — Net operating loss and credit carryforwards (a) 34.1 — 22.9 — Accrued expenses and other liabilities 12.2 — 20.1 — Inventory and inventory reserves 8.7 — 17.7 — Lease obligations 28.9 — 31.4 — Operating lease assets — 26.6 — 28.9 Research and development expenditures 18.4 — 21.4 — Equity method investments — 5.7 — 7.1 Other 9.8 12.0 11.0 6.0 155.5 342.2 169.7 364.6 Less: Valuation allowance (b) ( 65.7 ) — ( 53.1 ) — Net deferred taxes (c) $ 89.8 $ 342.2 $ 116.6 $ 364.6 _____________________________________________________ (a) At May 25, 2025, Lamb Weston had approximately $ 76.4 million of gross ($ 19.7 million after-tax) non-U.S. net operating loss carryforwards, of which $ 6.0 million (after-tax) will expire by fiscal 2031. The remaining $ 13.7 million (after-tax) non-U.S. net operating loss carryforwards will not expire. Lamb Weston also had a non-U.S. tax credit carryforward of $ 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 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 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 significant U.S. federal income taxes will be imposed on future distributions of non-U.S. earnings under the current law. However, distributions to the U.S. or other jurisdictions could be subject to withholding and other local taxes, and these taxes would not be material. 55 Table of Contents Uncertain Tax Positions 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 (in millions) 2025 2024 2023 Beginning balance $ 79.6 $ 59.6 $ 40.4 Decreases from positions established during prior fiscal years ( 1.5 ) ( 3.6 ) — Increases from positions established during current and prior fiscal years (a) 16.6 29.4 26.3 Decreases relating to settlements with taxing authorities ( 1.7 ) ( 0.5 ) ( 4.9 ) Expiration of statute of limitations ( 10.4 ) ( 5.3 ) ( 2.2 ) Ending balance (a) $ 82.6 $ 79.6 $ 59.6 _____________________________________________________ (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. We accrue interest and penalties associated with uncertain tax positions as part of income tax expense. Lamb Weston conducts business and files tax returns in numerous countries, states, and local jurisdictions. We do not have any significant open tax audits. Major jurisdictions where we conduct business generally have statutes of limitations ranging from three to five years. Statute of limitation expirations could reduce the uncertain tax positions by approximately $ 16 million during the next 12 months. Although the timing of the resolutions and/or closures of audits is highly uncertain, it is reasonably possible that certain U.S. federal, state, and non-U.S. tax audits may be concluded within the next 12 months. This process could increase or decrease the balance of our gross unrecognized tax benefits. The estimated impact on income tax expense and net income is not expected to be significant. 4. 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 $ 185.8 ___________________________________________ (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. 56 Table of Contents 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 $ 185.8 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. 5. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS The following table presents changes in goodwill balances, by segment, for fiscal years 2025 and 2024: (in millions) North America International Total Balance at May 29, 2023 (a) $ 722.4 $ 318.3 $ 1,040.7 Acquisitions — 8.5 8.5 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 _____________________________________________________ (a) As a result of our change in segments, effective May 29, 2023, goodwill was reassigned to the North America and International segments based on relative fair value using a market-based approach. Before and after the reassignment of our goodwill, we completed impairment assessments and concluded there were no indications of impairment in our segments. Please refer to Note 13, Segments, and our Current Report on Form 8-K, which we filed with the Securities and Exchange Commission on August 24, 2023 for further information regarding our segment structure. Other identifiable intangible assets were as follows: May 25, 2025 May 26, 2024 (in millions, except useful lives) Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Non-amortizing intangible assets (a) n/a $ 18.0 $ — $ 18.0 n/a $ 18.0 $ — $ 18.0 Amortizing intangible assets (b) 13 140.8 ( 44.8 ) 96.0 13 123.6 ( 36.7 ) 86.9 $ 158.8 $ ( 44.8 ) $ 114.0 $ 141.6 $ ( 36.7 ) $ 104.9 _____________________________________________________ (a) Non-amortizing intangible assets represent brands and trademarks. (b) Amortizing intangible assets are primarily comprised of licensing agreements, brands, and customer relationships. Foreign intangible assets are affected by foreign currency translation. 57 Table of Contents 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 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. 6. OTHER ASSETS 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. 58 Table of Contents 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. 7. ACCRUED LIABILITIES The components of accrued liabilities were as follows: (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 Plant utilities and accruals 23.0 23.9 Derivative liabilities and payables 7.0 24.6 Other 39.1 58.8 Accrued liabilities $ 411.0 $ 407.6 59 Table of Contents 8. DEBT AND FINANCING OBLIGATIONS The components of our debt, including financing obligations, were as follows: (in millions) May 25, 2025 May 26, 2024 Amount Interest Rate Amount Interest Rate Short-term borrowings: Revolving credit facility $ 333.2 5.940 % $ 291.3 6.580 % Other credit facilities (a) 37.6 (a) 35.0 (a) 370.8 326.3 Long-term debt: 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 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 (d) 5.2 5.7 Total debt and financing obligations 4,148.2 3,842.4 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 ) Long-term debt and financing obligations, excluding current portion $ 3,682.8 $ 3,440.7 _____________________________________________________ (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. (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. 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”). 60 Table of Contents 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 “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. 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. The RMB Loan Facility contains covenants that are standard for credit facilities originated in the People’s Republic of China. Payment obligations under the RMB Loan Facility are unconditionally guaranteed by Lamb Weston. 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 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. 61 Table of Contents 4.125 % Senior Notes due 2030 and 4.375 % Senior Notes due 2032 On November 8, 2021 , we issued (i) $ 970.0 million aggregate principal amount of 4.125 % senior notes due January 31, 2030 (“2030 Notes”) and (ii) $ 700.0 million aggregate principal amount of 4.375 % senior notes due January 31, 2032 (“2032 Notes”) pursuant to indentures, each dated as of November 8, 2021 (together, the “Indentures”). Our obligations under the 2030 Notes and 2032 Notes are unconditionally guaranteed on a senior unsecured basis by the same subsidiaries as the Revolving Credit Facility . The 2030 Notes and 2032 Notes are effectively subordinated to all of our existing and future secured debt, rank equally with all of our existing and future senior debt and rank senior to all of our existing and future subordinated debt. The guarantees of the 2030 Notes and 2032 Notes are effectively subordinated to all of the guarantors’ existing and future secured debt, rank equally with all of their existing and future senior debt and rank senior to all of their existing and future subordinated debt. The 2030 Notes and 2032 Notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries. Other Credit Facilities 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. Variable Rate Interest Additional information regarding our variable rate debt modifiers is shown below: 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-1 loan facility (b) N/A 1.850 - 2.600 % 0.850 - 1.600 % Term A-3 loan facility N/A 2.000 - 2.750 % 1.000 - 1.750 % Term A-4 loan facility (c) 1.850 - 2.850 % 1.850 - 2.850 % 0.850 - 1.850 % Term A-5 loan facility (d) 1.850 - 2.850 % 1.850 - 2.850 % 0.850 - 1.850 % _____________________________________________________ (a) Borrowings under the Revolving Credit Facility have the same margin whether loans are denominated in U.S. dollars or non-U.S. currencies. (b) The Term A-1 Loan Facility was repaid in full in connection with our entry into the Term Loan Amendment. (c) The Term A-4 Loan Facility is considered fixed-rate debt. 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 % N/A 62 Table of Contents Debt Maturities 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) 2026 $ 76.5 2027 195.8 2028 565.2 2029 540.7 2030 1,325.3 Thereafter 1,068.7 $ 3,772.2 _____________________________________________________ (a) See Note 9, Leases, for maturities of our lease financing obligations. Other During fiscal 2025, 2024, and 2023, we paid $ 210.7 million, $ 191.3 million, and $ 151.8 million, respectively, of interest on debt. 9. LEASES We lease various real estate, including certain operating facilities, warehouses, office space, and land. We also lease material handling equipment, vehicles, and certain other equipment. Our leases have remaining lease terms of one to 15 years. The components of total lease costs, net, consisted of the following: For the Fiscal Year Ended May (a) (in millions) 2025 2024 2023 Operating lease costs $ 36.2 $ 38.5 $ 35.8 Short-term and variable lease costs 13.5 15.6 10.4 Sublease income ( 4.3 ) ( 4.7 ) ( 5.0 ) Finance lease costs: Amortization of lease assets 1.3 1.4 1.0 Interest on lease obligations 0.3 0.3 0.2 Total lease costs, net $ 47.0 $ 51.1 $ 42.4 _____________________________________________________ (a) Supply-chain-related lease costs are included in “Cost of sales,” and the remainder is recorded in “Selling, general and administrative expenses,” in our Consolidated Statements of Earnings. Interest on finance lease obligations is included in “Interest expense, net,” in our Consolidated Statements of Earnings. 63 Table of Contents Operating and finance leases, with initial terms greater than one year, were as follows: (in millions, except for lease term and discount rate amounts) Classification May 25, 2025 May 26, 2024 Assets: Operating lease assets Operating lease assets $ 113.2 $ 133.0 Finance lease assets Property, plant and equipment, net (a) 2.7 3.9 Total leased assets $ 115.9 $ 136.9 Liabilities: Lease obligations due within one year: Operating lease obligations Accrued liabilities $ 23.9 $ 29.3 Finance lease obligations Current portion of long-term debt and financing obligations 1.3 1.5 Long-term lease obligations: Operating lease obligations Other noncurrent liabilities 98.9 115.4 Finance lease obligations L ong-term debt and financing obligations, excluding current portion 3.9 4.2 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 % _____________________________________________________ (a) Finance leases are net of accumulated amortization of $ 9.5 million and $ 8.2 million at May 25, 2025 and May 26, 2024, respectively. 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) Operating Leases Finance Leases Total 2026 $ 27.4 $ 1.4 $ 28.8 2027 25.0 0.9 25.9 2028 23.8 0.3 24.1 2029 20.7 0.3 21.0 2030 19.0 0.3 19.3 Thereafter 28.3 3.1 31.4 Total lease payments 144.2 6.3 150.5 Less: Interest ( 21.4 ) ( 1.1 ) ( 22.5 ) Present value of lease obligations $ 122.8 $ 5.2 $ 128.0 64 Table of Contents Supplemental cash flow information related to leases was as follows: For the Fiscal Years Ended May (in millions) 2025 2024 2023 Cash paid for amounts included in the measurement of lease obligations: Operating cash flows for operating leases $ 27.5 $ 29.8 $ 26.2 Financing cash flows for finance leases 0.4 0.5 0.5 Non-cash investing and financing activities: 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 10. STOCK-BASED COMPENSATION The Compensation and Human Capital Committee (the “Committee”) of our Board of Directors (the “Board”) administers our stock compensation plan (“Stock Plan”). The Committee, in its discretion, authorizes grants of restricted stock units (“RSUs”), performance share awards payable upon the attainment of specified performance goals (“Performance Shares”), dividend equivalents, and other stock-based awards. At May 25, 2025, we had 10.0 million shares authorized for issuance under the Stock Plan, and 5.5 million were available for future grants. RSUs and Performance Shares We grant RSUs to eligible employees and non-employee directors. The employee RSUs generally vest over a three-year period following the grant date, while the non-employee director RSUs generally vest one year after the grant date. We estimate the fair value of the RSUs based upon the market price of our common stock on the date of grant. Compensation expense is recognized over the period the employee or non-employee director provides service in exchange for the award. Performance Shares are granted to certain executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. Awards actually earned range from 0 % to 200 % of the targeted number of Performance Shares for each of the performance periods. Awards, if earned, will be paid in shares of our common stock. Subject to limited exceptions set forth in the Stock Plan, any shares earned will generally vest over a three-year period following the grant date. The value of these Performance Shares is adjusted based upon the market price of our common stock and the anticipated attainment of Company-wide performance goals at the end of each reporting period and amortized as compensation expense over the service period. We have also granted Performance Shares with vesting contingent upon relative total shareholder return goals, and, under special circumstances, stock price growth goals. Awards actually earned range from 0 % to 200 %, in the case of awards contingent on total shareholder return goals, or 0 % to 300 %, in the case of awards contingent on stock price growth goals, of the targeted number of Performance Shares. These Performance Shares are equity-settled awards that vest over a three-year service period following the grant date, and the number of units that actually vest is determined based on the achievement of the performance criteria set forth in the respective award agreement. The awards are measured based on estimated fair value as of the date of grant determined using a Monte Carlo simulation, and are amortized over the service period. The weighted average Monte Carlo assumptions for Performance Shares granted during the fiscal year ended May 25, 2025 were: Assumptions Expected volatility of stock (%) 36.1 % - 36.6 % Risk-free interest rate (%) 3.77 % - 4.16 % Expected life (years) 2.80 - 2.84 Weighted average grant date fair value per unit $ 56.71 - $ 58.31 65 Table of Contents The following table summarizes RSU and Performance Shares activity for fiscal 2025: RSUs Performance Shares Shares Weighted- Average Grant- Date Fair Value Shares Weighted- Average Grant- Date Fair Value Outstanding at May 26, 2024 974,691 $ 80.55 441,062 $ 89.61 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 Forfeited/expired/cancelled ( 173,941 ) 70.79 ( 55,537 ) 72.44 Outstanding at May 25, 2025 902,234 $ 67.86 514,222 $ 80.13 _____________________________________________________ (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. The number of RSUs and Performance Shares vested includes shares of common stock that we withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. RSUs that are expected to vest are net of estimated future forfeitures. Stock Options Under some circumstances, we have granted options to employees and non-employee directors to purchase shares of our common stock at exercise prices equal to the fair market value of the underlying common stock on the grant date. Options granted to employees generally become exercisable in three annual installments beginning on the first anniversary of the grant date and have a maximum term of seven years . Options granted to non-employee directors generally vest one year after the grant date and have a term of ten years . During the fiscal year ended May 25, 2025 , we granted an immaterial amount of stock options. The following table summarizes stock option activity for fiscal 2025: Shares Weighted- Average Exercise Price (per share) Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in millions) (a) Outstanding at May 26, 2024 666,604 $ 69.90 6.9 $ 12.9 Granted 6,356 68.85 Exercised ( 2,953 ) 29.63 Forfeited/cancelled ( 23,525 ) 79.66 Outstanding at May 25, 2025 646,482 $ 69.72 5.9 $ 2.4 Exercisable at May 25, 2025 570,006 $ 68.25 5.7 $ 2.4 _____________________________________________________ (a) The aggregate intrinsic values represent the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of our fiscal 2025, or $ 50.56 as of May 23, 2025, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at the end of the fiscal year. The amount changes based on the fair market value of our common stock. 66 Table of Contents Compensation Expense Our stock-based compensation expense is recorded in “Selling, general and administrative expenses.” Compensation expense for stock-based awards recognized in the Consolidated Statements of Earnings, net of forfeitures, was as follows: For the Fiscal Years Ended May (in millions) 2025 2024 2023 Stock-settled RSUs $ 28.9 $ 27.3 $ 20.1 Performance Shares 6.2 14.9 14.2 Stock options 4.4 4.6 4.2 Stock-settled compensation expense 39.5 46.8 38.5 Income tax benefit (a) ( 6.0 ) ( 7.5 ) ( 7.1 ) Total compensation expense, net of tax benefit $ 33.5 $ 39.3 $ 31.4 _____________________________________________________ (a) Income tax benefit represents the marginal tax rate, excluding non-deductible compensation. Based on estimates at May 25, 2025, total unrecognized compensation expense related to stock-based awards was as follows: (in millions, except data in years) Unrecognized Compensation Expense Remaining Weighted Average Recognition Period (in years) Stock-settled RSUs $ 33.0 1.7 Performance Shares 8.6 1.7 Stock options 0.4 0.2 Total unrecognized compensation expense $ 42.0 11. FAIR VALUE MEASUREMENTS The following table presents our financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall: As of May 25, 2025 (in millions) Level 1 Level 2 Level 3 Fair Value of Assets (Liabilities) Pension plan assets $ 23.4 $ — $ — $ 23.4 Derivative assets (a) — 10.2 — 10.2 Derivative liabilities (a) — ( 7.0 ) — ( 7.0 ) Deferred compensation liabilities (b) — ( 27.0 ) — ( 27.0 ) Fair value, net $ 23.4 $ ( 23.8 ) $ — $ ( 0.4 ) 67 Table of Contents As of May 26, 2024 (in millions) Level 1 Level 2 Level 3 Fair Value of Assets (Liabilities) Pension plan assets $ 22.9 $ 0.1 $ — $ 23.0 Derivative assets (a) — 1.4 — 1.4 Derivative liabilities (a) — ( 21.7 ) — ( 21.7 ) Deferred compensation liabilities (b) — ( 27.6 ) — ( 27.6 ) Fair value, net $ 22.9 $ ( 47.8 ) $ — $ ( 24.9 ) _____________________________________________________ (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. Derivative assets are presented within “Prepaid expenses and other current assets” on our Consolidated Balance Sheets and derivative liabilities are presented within “Accrued liabilities” on our Consolidated Balance Sheets. (b) The fair values of our Level 2 deferred compensation liabilities were valued using third-party valuations, which are based on the net asset values of mutual funds in our retirement plans. While the underlying assets are actively traded on an exchange, the funds are not. Deferred compensation liabilities are primarily presented within “Other noncurrent liabilities” on our Consolidated Balance Sheets. The fair values of cash equivalents, receivables, accounts payable and short-term debt approximate their carrying amounts due to their short duration. Non-financial assets such as property, plant and equipment, and intangible assets are recorded at fair value only if an impairment is recognized. Cost and equity investments are measured at fair value on a non-recurring basis. At May 25, 2025, we had $ 2,976.6 million of fixed-rate and $ 1,166.4 million of variable-rate debt outstanding. Based on current market rates, the fair value of our fixed-rate debt at May 25, 2025 was estimated to be $ 2,848 million. Any differences between the book value and fair value are due to the difference between the period-end market interest rate and the stated rate of our fixed-rate debt. 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. 12. STOCKHOLDERS’ EQUITY Our certificate of incorporation authorizes 600,000,000 shares of common stock and 60,000,000 shares of preferred stock. We had 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 25, 2025 and May 26, 2024. Share Repurchase Program 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. As of May 25, 2025, approximately $ 358 million remained authorized for share repurchases under the program. Dividends 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. On May 30, 2025, we paid $ 51.7 million of dividends to stockholders of record as of the close of business on May 2, 2025. On July 15, 2025, our Board declared a cash dividend of $ 0.37 per share of common stock. This dividend will be paid on August 29, 2025, to stockholders of record as of the close of business on August 1, 2025. 68 Table of Contents Accumulated Other Comprehensive Income (Loss) (“AOCI”) Comprehensive income includes net income, currency translation adjustments, and changes in prior service cost and net actuarial gains (losses) from pension and post-retirement benefit plans. We generally deem our foreign investments to be indefinite in nature and we do not provide for taxes on currency translation adjustments arising from converting the investment denominated in a foreign currency to the U.S. dollar. If we determine that a foreign investment, as well as undistributed earnings, are no longer indefinite in nature, estimated taxes are provided for the related deferred tax liability (asset), if any, resulting from currency translation adjustments. Changes in AOCI, net of tax, as of May 25, 2025, were as follows: (in millions) Foreign Currency Translation Losses Pension and Post-Retirement Benefits Other Accumulated Other Comprehensive Income (Loss) Balance as of May 26, 2024 $ ( 8.2 ) $ ( 5.3 ) $ 0.6 $ ( 12.9 ) Other comprehensive income (loss) before reclassifications, net of tax 67.1 0.7 ( 0.4 ) 67.4 Net current-period other comprehensive income (loss) 67.1 0.7 ( 0.4 ) 67.4 Balance as of May 25, 2025 $ 58.9 $ ( 4.6 ) $ 0.2 $ 54.5 13. SEGMENTS 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. 69 Table of Contents 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 Less: 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 _____________________________________________________ (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: i. 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. ii. 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. 70 Table of Contents 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 Less: 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 _____________________________________________________ (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: i. 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. ii. 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. (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 $ 8.3 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. 71 Table of Contents 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 Less: 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: Inventory step-up from acquisition 27.0 Integration and acquisition-related items, net ( 21.8 ) Gain on acquisition of interest in joint ventures (f) ( 425.8 ) Interest expense, net 109.2 Income before income taxes 1,233.5 Income tax expense 224.6 Net income $ 1,008.9 _____________________________________________________ (a) We acquired the remaining equity interest in LW EMEA in the fourth quarter of fiscal 2023. Accordingly, LW EMEA’s net sales and adjusted EBITDA for the thirteen weeks ended May 28, 2023 are reported in the International segment, whereas in the first three quarters of fiscal 2023, our initial 50 % equity interest in LW EMEA was recorded using equity method accounting. 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) Other segment items include cost of sales, selling, general, and administrative expenses, and equity method investment income or loss for each segment (c) Segment Adjusted EBITDA for fiscal 2023 included 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. (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. 72 Table of Contents 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. 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 Net sales 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. and 12 located outside of the U.S. as of May 25, 2025. 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 Labor 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 U.S. facilities are represented under contracts that expire at various times over the next several years. 73 Table of Contents 14. COMMITMENTS, CONTINGENCIES, GUARANTEES, AND LEGAL PROCEEDINGS We have financial commitments and obligations that arise in the ordinary course of our business. These include long-term debt (discussed in Note 8, Debt and Financing Obligations), lease obligations (discussed in Note 9, Leases), purchase obligations and capital commitments for goods and services, and legal proceedings (discussed below). Purchase Obligations and Capital Commitments A summary of our purchase obligations and capital commitments that are enforceable and legally binding, as of May 25, 2025, are as follows. The expected timing of payments of the obligations in the table are estimated based on current information. Timing of payments and actual amounts paid may be different, depending on the time of receipt of goods or services, or changes to agreed-upon amounts for some obligations: (in millions) Purchase Obligations and Capital Commitments 2026 (a) $ 309.0 2027 129.7 2028 72.8 2029 67.5 2030 56.7 Thereafter 375.3 Total (b) $ 1,011.0 _____________________________________________________ (a) We had capital commitments of 164.1 million and $ 402.7 million as of May 25, 2025 and May 26, 2024, respectively, that represent commitments for construction of previously announced capacity expansions or factory modernization investments. While these commitments are intended to be paid within the next 12-months, we recognize that the timing of payments and actual amounts paid may be different, depending on the time of receipt of goods or services, or changes to agreed-upon amounts for some obligations. Capital commitments were not recorded as liabilities on our Consolidated Balance Sheets as of May 25, 2025 as we had not yet received the related goods nor taken title to the property. Capital purchases that we have taken title to, but not yet paid for, are recorded as liabilities on our Consolidated Balance Sheets as of May 25, 2025, and are disclosed in Note 1, Nature of Operations and Summary of Significant Accountant Policies, within Property, Plant and Equipment. (b) The amounts in the table above exclude purchase commitments under potato supply agreements due to uncertainty of pricing and quantity. Potato supply agreements have maximum contracted pricing with deductions for certain quality attributes, and quantities purchased are determined by the yields produced on contracted acres. Total purchases under all our potato supply agreements were $ 1,304.5 million, $ 1,397.8 million, and $ 844.6 million in fiscal 2025, 2024, and 2023, respectively. Guarantees and Indemnifications We provide guarantees, indemnifications, and other assurances to third parties in the normal course of our business. These include tort indemnifications, environmental assurances, and representations and warranties in commercial agreements. At May 25, 2025, we were not aware of any material liabilities arising from any guarantee, indemnification, or financial assurance we have provided. If the fair value of such liability becomes material, we will accrue for it at that time. We are a party to various potato purchase supply agreements with partner growers, under which they deliver their potato crop from the contracted acres to Lamb Weston during the harvest season, and pursuant to the potato supply agreements, pricing for this inventory is determined after delivery, taking into account crop size and quality, among other factors. Total purchases under these agreements were $ 206.3 million, $ 213.2 million, and $ 166.6 million in fiscal 2025, 2024, and 2023, respectively, under the terms of the potato supply agreements. These purchases are initially recorded in inventory and charged to cost of sales as related inventories are produced and subsequently sold. Under the terms of these potato supply agreements, we have guaranteed repayment of short-term bank loans of the potato suppliers, under certain conditions. At May 25, 2025, we have effectively guaranteed $ 40.6 million of supplier loans. We have not established a liability for these guarantees, as we have determined that the likelihood of our required performance under the guarantees is remote. Under certain other potato supply agreements, we make advances to growers prior to the delivery of potatoes. The aggregate amounts of these advances were $ 34.8 million and $ 40.3 million at May 25, 2025 and May 26, 2024, respectively, and were recorded in “Prepaid expenses and other current assets,” on our Consolidated Balance Sheets. After taking into account liabilities recognized for all of the foregoing matters, management believes the ultimate resolution of such matters would not have a material adverse effect on our financial condition, results of operations, or cash flows. It is reasonably possible that a change to an estimate of the foregoing matters may occur in the future. 74 Table of Contents Legal Proceedings 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. These claims, legal proceedings and litigation principally arise from alleged casualty, product liability, employment, and other disputes. In determining loss contingencies, we consider the likelihood of loss as well as the ability to reasonably estimate the amount of such loss or liability. An estimated loss is recognized when it is considered probable that a liability has been incurred and when the amount of loss can be reasonably estimated. While any claim, proceeding or litigation has an element of uncertainty, we believe the outcome of any of these that are pending or threatened will not have a material adverse effect on our financial condition, results of operations, or cash flows. 75 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.