What changed in this filing

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Item 1. Financial Statements

2025-09-30 compared with 2025-04-03 · 142 added, 214 removed, 344 unchanged (51% of the section changed)

3 unchanged sentences

(unaudited, in millions, except per share amounts)

Thirteen Weeks Ended Thirty-Nine Weeks Ended

2025 February 25,

2024 February 23,

2025 February 25,

Thirteen Weeks Ended

2025 August 25,

Net sales $ 1,659.3 $ 1,654.1

5 unchanged sentences

Interest expense, net 43.7 45.2

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

Income before income taxes and equity method earnings 112.8 166.9

Income tax expense 47.9 50.8

Equity method investment earnings 2.1 1.0 15.5 17.8

Equity method investment earnings (loss) ( 0.6 ) 11.3

Net income $ 64.3 $ 127.4

10 unchanged sentences

Thirteen weeks ended

February 23, 2025 Thirteen weeks ended

February 25, 2024

Benefit After-Tax

Amount Pre-Tax

Benefit After-Tax

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

Other comprehensive income (loss):

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

Unrealized currency translation (losses) gains ( 0.8 ) 0.5 ( 0.3 ) ( 17.1 ) 0.1 ( 17.0 )

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

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

Thirty-Nine Weeks Ended

February 23, 2025 Thirty-Nine Weeks Ended

February 25, 2024

August 24, 2025 Thirteen weeks ended

August 25, 2024

Benefit After-Tax

3 unchanged sentences

Other comprehensive income (loss):

Unrealized pension and post-retirement benefit obligations loss ( 0.2 ) — ( 0.2 ) ( 0.5 ) 0.1 ( 0.4 )

Unrealized currency translation (losses) gains ( 62.0 ) 1.0 ( 61.0 ) 14.2 ( 0.2 ) 14.0

Unrealized pension and post-retirement benefit obligations gain (loss) 6.3 ( 1.0 ) 5.3 ( 0.2 ) — ( 0.2 )

Unrealized currency translation gains 41.3 — 41.3 56.6 ( 0.6 ) 56.0

Other — — — ( 0.2 ) 0.1 ( 0.1 )

4 unchanged sentences

(unaudited, dollars in millions, except share data)

August 24, 2025 May 25, 2025

Current assets:

30 unchanged sentences

Retained earnings 2,861.8 2,848.9

Accumulated other comprehensive loss ( 74.4 ) ( 12.9 )

Accumulated other comprehensive income 101.1 54.5

Total stockholders’ equity 1,789.8 1,737.7

4 unchanged sentences

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

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

Common Stock,

net of Treasury

Shares Common

Amount Treasury

Amount Additional

(Distributed)

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Total

Stockholders’

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

Dividends declared, $ 0.37 per share

— — — — ( 52.2 ) — ( 52.2 )

Common stock issued 47,747 0.1 — — — — 0.1

Stock-settled, stock-based compensation expense — — — 9.1 — — 9.1

Repurchase of common stock and common stock withheld to cover taxes ( 1,573,827 ) — ( 100.9 ) — — — ( 100.9 )

Other — — ( 1.0 ) — 0.1 — ( 0.9 )

Comprehensive income — — — — 146.0 ( 0.4 ) 145.6

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

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

Dividends declared, $ 0.36 per share

— — — — ( 52.0 ) — ( 52.0 )

Common stock issued 32,586 — — 0.5 — — 0.5

Stock-settled, stock-based compensation expense — — — 12.2 — — 12.2

Repurchase of common stock and common stock withheld to cover taxes ( 9,920 ) — ( 0.8 ) — — — ( 0.8 )

Other — — 0.1 2.2 ( 0.6 ) — 1.7

Comprehensive income — — — — 146.1 ( 17.2 ) 128.9

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

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

Thirteen Weeks Ended August 24, 2025 and August 25, 2024

Common Stock,

17 unchanged sentences

Comprehensive income — — — — 64.3 46.6 110.9

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

Balance at August 24, 2025 139,335,411 $ 151.8 $ ( 856.7 ) $ ( 468.2 ) $ 2,861.8 $ 101.1 $ 1,789.8

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

6 unchanged sentences

Comprehensive income — — — — 127.4 55.7 183.1

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

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

See Condensed Notes to Consolidated Financial Statements.

2 unchanged sentences

(unaudited, dollars in millions)

Thirty-Nine Weeks Ended

2025 February 25,

Thirteen Weeks Ended

2025 August 25,

Cash flows from operating activities

5 unchanged sentences

Deferred income taxes 14.5 ( 2.9 )

Pension expense, net of contributions 13.1 0.6

Blue chip swap transaction gains — ( 16.6 )

11 unchanged sentences

Additions to other long-term assets ( 1.6 ) ( 26.3 )

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

Proceeds from blue chip swap transactions, net of purchases — 16.6

Other 4.1 0.2

Net cash used for investing activities $ ( 76.3 ) $ ( 335.6 )

7 unchanged sentences

Other — ( 0.6 )

Net cash provided by financing activities $ 69.4 $ 100.1

Net cash (used for) provided by financing activities $ ( 248.5 ) $ 52.2

Effect of exchange rate changes on cash and cash equivalents 0.7 2.6

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

Net increase in cash and cash equivalents 27.9 49.4

Cash and cash equivalents, beginning of period 70.7 71.4

5 unchanged sentences

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,” “us,” “our,” the “Company,” or “Lamb Weston”) is a leading global producer, distributor, and marketer of value-added frozen potato products;

headquartered in Eagle, Idaho.

We have two reportable segments:

2 unchanged sentences

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements present the financial results of Lamb Weston and its consolidated subsidiaries for the thirteen and thirty-nine weeks ended February 23, 2025 and February 25, 2024, and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”).

The accompanying unaudited Consolidated Financial Statements present the financial results of Lamb Weston and its consolidated subsidiaries for the thirteen weeks ended August 24, 2025 and August 25, 2024, and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”).

These consolidated financial statements are unaudited and include all adjustments that we consider necessary for a fair presentation of such financial statements and consist only of normal recurring adjustments.

6 unchanged sentences

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

Accounting Pronouncements Not Yet Adopted

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

Improvements to Reportable Segment Disclosures .

ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

ASU 2023-07 is effective for our Annual Report on Form 10-K for the fiscal year ending May 25, 2025, and subsequent interim periods, with early adoption permitted.

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

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

Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 are evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.

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

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 Annual Report on Form 10-K for the fiscal year ending May 28, 2028, and for our quarterly reports beginning fiscal year 2029, on a prospective basis, with early adoption permitted.

3 unchanged sentences

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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

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

2025 February 25,

2024 February 23,

2025 February 25,

Thirteen Weeks Ended

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

2025 August 25,

Net income $ 64.3 $ 127.4

7 unchanged sentences

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

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

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

As of August 24, 2025 and August 25, 2024, 1.7 million and 0.8 million, respectively, shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

Income tax expense for the periods presented were as follows:

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in millions) February 23,

2025 February 25,

2024 February 23,

2025 February 25,

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

Equity method investment earnings 2.1 1.0 15.5 17.8

Thirteen Weeks Ended

(in millions) August 24,

2025 August 25,

Income before income taxes and equity method earnings $ 112.8 $ 166.9

Equity method investment earnings (loss) ( 0.6 ) 11.3

Income tax expense 47.9 50.8

5 unchanged sentences

state taxes, foreign taxes and currency, permanent differences, and discrete items.

During the thirteen and thirty-nine weeks ended February 23, 2025, we recorded a $ 2.6 million and $ 38.1 million tax benefit, respectively, related to charges in connection with our previously announced restructuring plan (the “Restructuring Plan”) and for the thirty-nine weeks ended February 23, 2025 a discrete tax expense of $ 18.2 million, primarily related to the establishment of a non-cash full valuation allowance against certain international deferred tax assets.

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

Compared to the thirteen weeks ended August 25, 2024, the effective tax rate is higher primarily due to having a larger proportion of losses in certain jurisdictions with no expected tax benefits.

In addition, the thirteen weeks ended August 24, 2025 included $ 10.2 million of discrete tax expense, primarily related to the establishment of a full valuation allowance against certain international deferred tax assets.

Income Taxes Paid

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

RESTRUCTURING PLAN

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

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

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

We expect actions in connection with the Restructuring Plan will be substantially complete by the end of the fourth quarter of fiscal 2025 or early fiscal 2026, and the majority of the remaining charges will relate to facility closure and employee-related costs.

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

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

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

Restructuring Plan expenses related to (a):

Income taxes paid, net of refunds, were $ 9.7 million and $ 6.0 million during the thirteen weeks ended August 24, 2025 and August 25, 2024, respectively.

RESTRUCTURING

Restructuring expense includes charges from the Cost Savings Program, and the Company’s restructuring plan announced on October 1, 2024 (the “Restructuring Plan”, collectively referred to as the “Plans”).

We expect to recognize total pre-tax cash charges of $ 70 million to $ 100 million, most of which will be paid in fiscal 2026, related to the Cost Savings Program.

The charges in the first fiscal quarter of 2026 largely relate to professional service fees and employee severance and other one-time termination benefits related to headcount reductions.

In connection with the Restructuring Plan, we have recognized $ 187.6 million of pre-tax charges since it was announced.

We do not expect any future costs in connection with the Restructuring Plan at this time.

For the thirteen weeks ended August 24, 2025, we recorded $ 31.9 million of pre-tax charges related to the Plans, all of which were cash charges.

(in millions) Thirteen Weeks Ended August 24, 2025

Expenses related to:

(a) Restructuring Plan Cost Savings Program Total

Accelerated depreciation, retirement of assets, and other plant charges (b) $ 1.8 $ — $ 1.8

Potato contract terminations (c) ( 3.2 ) 61.5

Inventory write-off (c) 3.9 23.7

Employee-related costs (d) 0.7 16.9

Other restructuring charges 1.7 14.3

$ 10.3 $ 169.4

Employee-related costs (c) — 8.1 8.1

Professional services and other — 22.0 22.0

$ 1.8 $ 30.1 $ 31.9

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

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

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

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

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

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

Restructuring Plan expenses included in:

Cost of sales $ 0.7 $ 76.2

Restructuring expense 9.6 84.2

Equity method investment earnings — 9.0

___________________________________________

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

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

(a) These charges were included in Cost of sales and Restructuring expense in the Company’s Consolidated Statement of Earnings.

They are included as “ unallocated corporate costs ” before being reconciled in the Segment Adjusted EBITDA to Net income table in Note 13, Segments, of these Condensed Notes to the Consolidated Financial Statements.

(b) In the thirteen weeks ended August 24, 2025, all expenses relate to plant charges.

(c) Includes employee severance and other one-time termination benefits related to reductions in headcount under the Cost Savings Program.

Accruals remaining under the Plans are recorded as current liabilities within “Accounts payable” and “Accrued liabilities” in the accompanying Consolidated Balance Sheet at August 24, 2025.

The following is a roll-forward of restructuring activity:

(in millions) Restructuring Plan Cost Savings Program Total

Accrued restructuring liability, May 25, 2025 $ 21.5 $ — $ 21.5

Additions 1.8 30.1 31.9

Payments ( 18.9 ) ( 7.2 ) ( 26.1 )

Accrued restructuring liability, August 24, 2025 $ 4.4 $ 22.9 $ 27.3

Inventories are valued at the lower of cost (determined using the first-in, first-out method) or net realizable value and include all costs directly associated with manufacturing products:

1 unchanged sentence

The components of inventories were as follows:

(in millions) February 23,

(in millions) August 24,

Raw materials and packaging $ 127.6 $ 171.5

4 unchanged sentences

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

(in millions) February 23,

(in millions) August 24,

Land and land improvements $ 210.2 $ 191.6

5 unchanged sentences

Property, plant and equipment, net $ 3,686.7 $ 3,687.9

At February 23, 2025 and May 26, 2024, purchases of property, plant and equipment included in accounts payable were $ 107.7 million and $ 292.0 million, respectively.

Below is a breakdown of depreciation and amortization between cost of sales (“COS”) and selling, general and administrative expenses (“SG&A”) for the thirteen and thirty-nine weeks ended February 23, 2025 and February 25, 2024.

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in millions) February 23,

2025 February 25,

2024 February 23,

2025 February 25,

At August 24, 2025 and May 25, 2025, purchases of property, plant and equipment included in accounts payable were $ 57.0 million and $ 85.4 million, respectively.

Below is a breakdown of depreciation and amortization between cost of sales (“COS”) and selling, general and administrative expenses (“SG&A”) for the thirteen weeks ended August 24, 2025 and August 25, 2024.

Thirteen Weeks Ended

(in millions) August 24,

2025 August 25,

Depreciation - COS $ 82.8 $ 78.5

Depreciation - SG&A 3.4 3.4

Depreciation - Restructuring expense (a) 4.5 — 33.4 —

$ 86.2 $ 81.9

Amortization - SG&A $ 8.5 $ 7.1 $ 23.2 $ 12.4

___________________________________________

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

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

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

Amortization $ 7.9 $ 7.4

Interest capitalized within construction in progress for the thirteen weeks ended August 24, 2025 and August 25, 2024, was $ 5.4 million and $ 6.7 million, respectively .

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

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

The following table presents changes in goodwill balances, by segment, for the thirteen weeks ended August 24, 2025:

(in millions) North America International Total

1 unchanged sentence

Foreign currency translation adjustment 16.3 7.2 23.5

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

Balance at August 24, 2025 $ 769.5 $ 344.2 $ 1,113.7

Other identifiable intangible assets were as follows:

February 23, 2025 May 26, 2024

August 24, 2025 May 25, 2025

(in millions, except useful lives) Weighted

14 unchanged sentences

The components of other assets were as follows:

(in millions) February 23,

(in millions) August 24,

Capitalized software costs $ 199.8 $ 208.7

Property, plant and equipment deposits 74.4 52.6

Equity method investments 47.1 47.5

Property, plant and equipment deposits 22.4 30.3

Other 61.5 68.1

2 unchanged sentences

The components of accrued liabilities were as follows:

(in millions) February 23,

(in millions) August 24,

Compensation and benefits $ 102.3 $ 104.5

1 unchanged sentence

Dividends payable to shareholders 51.6 51.7

Plant utilities and accruals 36.6 23.9

Taxes payable 46.7 37.3

1 unchanged sentence

Current portion of operating lease obligations 23.5 23.9

Plant utilities and accruals 21.5 23.0

Derivative liabilities and payables 6.4 7.0

3 unchanged sentences

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

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

(in millions) August 24, 2025 May 25, 2025

Amount Interest Rate Amount Interest Rate

3 unchanged sentences

Long-term debt:

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

Term A-3 loan facility, due January 2030 (b) 399.3 6.430 405.0 6.900

21 unchanged sentences

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.

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

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

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

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

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

(c) Excludes debt issuance costs of $ 3.7 million and $ 3.9 million as of August 24, 2025 and May 25, 2025, respectively, related to our Revolving credit facility, which are recorded in “Other assets” on our Consolidated Balance Sheets.

As of August 24, 2025, we had $ 1,318.4 million of available liquidity under our committed revolving credit facility.

For the thirteen weeks ended August 24, 2025 and August 25, 2024, we paid $ 62.3 million and $ 56.7 million of interest on debt, respectively.

For more information about our debt and financing obligations, interest rates, and debt covenants, see Note 8, Debt and Financing Obligations, of the Notes to Consolidated Financial Statements in “Part II, Item 8.

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

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

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

FAIR VALUE MEASUREMENTS

1 unchanged sentence

The following table presents our financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall:

As of February 23, 2025

As of August 24, 2025

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

18 unchanged sentences

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

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

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

As of August 24, 2025, we had $ 2,966.3 million of fixed-rate and $ 1,012.7 million of variable-rate debt outstanding.

Based on current market rates, the fair value of our fixed-rate debt was estimated to be $ 2,888 million as of August 24, 2025.

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

2 unchanged sentences

Share Repurchase Program

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

The program has no expiration date.

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

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

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

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

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

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

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

Our Board of Directors (the “Board”) authorized a program, with no expiration date, to repurchase up to $ 750.0 million of our common stock.

During the thirteen weeks ended August 24, 2025, we repurchased 187,259 shares of our common stock for an aggregate purchase price of $ 10.4 million, or a weighted-average price of $ 55.34 per share.

As of August 24, 2025, approximately $ 348 million remained authorized for repurchase under our share repurchase program.

During the thirteen weeks ended August 24, 2025, we paid $ 51.7 million of cash dividends to our common stockholders.

In addition, on August 29, 2025, we paid $ 51.6 million of cash dividends to common stockholders of record as of the close of business on August 1, 2025.

On September 25, 2025, the Board declared a cash dividend of $ 0.37 per

share of our common stock.

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

Accumulated Other Comprehensive Income (Loss)

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

Changes in accumulated other comprehensive income, net of taxes, as of August 24, 2025 were as follows:

(in millions) Foreign

7 unchanged sentences

Net current-period other comprehensive income 41.3 5.3 — 46.6

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

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

Balance as of August 24, 2025 $ 100.2 $ 0.7 $ 0.2 $ 101.1

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.

Our chief operating decision maker receives periodic management reports under this structure, which informs operating decisions, performance assessment, and resource allocation decisions at the segment level.

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.

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in millions) February 23,

2025 February 25, 2024 (e) February 23,

2025 February 25, 2024 (e)

Segment net sales

North America $ 986.3 $ 947.5 $ 3,162.1 $ 3,250.0

International 534.2 510.8 1,613.4 1,605.7

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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in millions) February 23,

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

2025 February 25, 2024 (g)(h)

Segment Adjusted EBITDA

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

International (a) 93.2 101.7 191.1 291.5

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

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

Depreciation and amortization (c) 98.5 80.0 282.4 222.0

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

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), stock-based compensation (which is 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”).

Net sales and Segment Adjusted EBITDA inform operating decisions, performance assessment, and resource allocation decisions at the segment level.

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

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

The following table illustrates reportable segment net sales and Segment Adjusted EBITDA for the thirteen weeks ended August 24, 2025 and August 25, 2024, respectively.

Thirteen Weeks Ended

2025 August 25,

(in millions) North America International Total North America International Total

Net Sales $ 1,084.6 $ 574.7 $ 1,659.3 $ 1,103.7 $ 550.4 $ 1,654.1

Other segment items (a) 824.6 517.5 1,342.1 825.7 499.0 1,324.7

Segment Adjusted EBITDA (b) $ 260.0 $ 57.2 $ 317.2 $ 278.0 $ 51.4 $ 329.4

Unallocated corporate costs (c) ( 15.0 ) ( 30.0 )

Depreciation and amortization (d) 96.3 91.4

Unrealized derivative gains ( 4.9 ) ( 8.9 )

Foreign currency exchange losses ( 4.7 ) 0.6

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

Blue chip swap gains (e) — ( 16.6 )

Stock-based compensation 10.6 9.5

Items impacting comparability:

Restructuring Plan expenses (e) 10.3 — 169.4 —

Shareholder activism expense (f) 3.7 — 4.1 —

Inventory step-up from acquisition — — — 20.7

Integration and acquisition-related items, net — 2.4 — 11.2

Cost Savings Program, Restructuring Plan, and other expenses (f) 31.9 —

Shareholder activism expense (g) 4.0 —

Pension settlement (h) 13.1 —

Interest expense, net 43.7 45.2

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___________________________________________

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

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

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

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

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

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

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

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

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

(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 includes the following:

Net income (loss) associated with our equity method investments.

For the thirteen weeks ended August 25, 2024, an estimated $ 39 million loss related to a voluntary product withdrawal that was initiated in the fourth quarter of fiscal 2024.

The total charge to reporting segments was approximately $ 21 million to the North America segment and approximately $ 18 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 corporate costs exclude unrealized derivative gains and losses, foreign currency exchange gains and losses, blue chip swap transaction gains, and items impacting comparability.

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

(c) Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization from equity method investments of $ 2.0 million and $ 2.1 million for the thirteen weeks ended February 23, 2025 and February 25, 2024, respectively;

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

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

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

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

(d) Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization from equity method investments of $ 2.2 million and $ 2.1 million for the thirteen weeks ended August 24, 2025 and August 25, 2024, respectively.

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

dollars into Argentina primarily related to funding our capacity expansion in Argentina, which is now substantially complete.

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

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

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

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

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

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

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

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

The total charge to the reporting segments was as follows:

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

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

The total charge to the reporting segments was as follows:

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

(f) Cost Savings Program, Restructuring Plan, and other expenses relate to costs related to implementing the Plans.

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

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

(h) The Pension settlement charge was to fully fund the Company’s defined benefit pension plan, enabling lump sum payments to participants and transferring the remaining obligations and related plan assets to an insurer through a group annuity contract.

COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS

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

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

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.

2 unchanged sentences

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

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

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

Briefing is complete but 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.

The derivative lawsuit has been stayed pending resolution of the motion to dismiss in the securities class action.

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.

16 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements