10q10k10q10k.net
Lamb Weston

Lamb WestonLWEarnings & Financial Report

NYSE · Consumer Staples · Packaged Foods & Meats

Lamb Weston Holdings, Inc. is an American food processing company that is one of the world's largest producers and processors of frozen french fries, waffle fries, and other frozen potato products. It is headquartered in Eagle, Idaho, a suburb of Boise.

What changed in Lamb Weston's 10-K — 2024 vs 2025

Top changes in Lamb Weston's 2025 10-K

306 paragraphs added · 333 removed · 209 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

44 edited+15 added−21 removed44 unchanged
Our significant trademarks include Lamb Weston, Lamb Weston Supreme, Lamb Weston Seeing Possibilities in Potatoes (and design), Lamb Weston Seasoned, Lamb Weston Private Reserve, Lamb Weston Stealth Fries, Lamb Weston Colossal Crisp, Lamb Weston Crispy on Delivery, Lamb Weston Twister Fries , and Lamb Weston CrissCut .
Our significant trademarks include Lamb Weston, Lamb Weston Supreme, Lamb Weston Seeing Possibilities in Potatoes (and design), Possibilities in Potatoes (and design), Lamb Weston Seasoned, Lamb Weston Private Reserve, Lamb Weston Stealth Fries, Lamb Weston Colossal Crisp, Lamb Weston Crispy on Delivery, Twister Fries , and CrissCut .
We compete with producers of similar products on the basis of, among other things, customer service, value, product innovation, product quality, brand recognition and loyalty, price, and the ability to identify and satisfy customer and consumer preferences. The markets in which we operate are expected to remain highly competitive for the foreseeable future. See also “Item 1A.
We compete with producers of similar products on the basis of, among other things, customer service and support, value, product innovation, product quality, brand recognition and loyalty, price, and the ability to identify and satisfy customer and consumer preferences. The markets in which we operate are expected to remain highly competitive for the foreseeable future. See also “Item 1A.
The information on our website is not, and shall not be deemed to be, a part of this Form 10-K or incorporated into any other filings we make with the SEC. 9 Table of Contents Food Safety and Labeling We are subject to extensive regulation, including, among other things, the Food, Drug and Cosmetic Act, as amended by the Food Safety Modernization Act, the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, and the rules and regulations promulgated thereunder by the U.S.
The information on our website is not, and shall not be deemed to be, a part of this Form 10-K or incorporated into any other filings we make with the SEC. 7 Table of Contents Food Safety and Labeling We are subject to extensive regulation, including, among other things, the Food, Drug and Cosmetic Act, as amended by the Food Safety Modernization Act, the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, and the rules and regulations promulgated thereunder by the U.S.
We also evaluate the sustainability impacts of our manufacturing processes and products in our research and development activities and continue to drive processing innovations aimed at reducing waste and water usage and improving food safety and quality. 4 Table of Contents Trademarks, Licenses and Patents Our trademarks are material to our business and are protected by registration or other means in the U.S. and most other geographic markets where the related food items are sold.
We also evaluate the sustainability impacts of our manufacturing processes and products in our research and development activities and continue to drive processing innovations aimed at reducing waste and water usage and improving food safety and quality. 2 Table of Contents Trademarks, Licenses and Patents Our trademarks are material to our business and are protected by registration or other means in the U.S. and most other geographic markets where the related food items are sold.
Risk Factors” of this Form 10-K. 5 Table of Contents Competition The value-added frozen potato products industry in North America, Europe and other international markets is highly competitive. Competitors include large North American and European frozen potato product companies that compete globally, as well as local and regional companies.
Risk Factors” of this Form 10-K. 3 Table of Contents Competition The value-added frozen potato products industry in North America, Europe and other international markets is highly competitive. Competitors include large North American and European frozen potato product companies that compete globally, as well as local and regional companies.
Before that, Mr. Spytek served as Senior Vice President, General Counsel and Secretary at SIRVA, Inc., a moving and relocation services provider, from February 2006 to February 2009. Before joining SIRVA, Inc., Mr. Spytek was a partner at Winston & Strawn LLP, which he joined as an associate in 1996. Steven J.
Before that, Mr. Spytek served as Senior Vice President, General Counsel and Secretary at SIRVA, Inc., a moving and relocation services provider, from February 2006 to February 2009. Before joining SIRVA, Inc., Mr. Spytek was a partner at Winston & Strawn LLP, which he joined as an associate in 1996.
We also hold courses focused on leadership development for employees and people leaders across our global organization. In addition, with both in-person and our e-learning resources, employees can also focus on timely and topical development areas, including leadership capabilities, management excellence, functional skill building, and DEI.
We also hold courses focused on leadership development for employees and people leaders across our global organization. In addition, with both in-person and our e-learning resources, employees can also focus on timely and topical development areas, including leadership capabilities, management excellence, functional skill building, and inclusion.
Available Information We make available, free of charge on our website at www.lambweston.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.
Available Information We make available, free of charge on our website at www.lambweston.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.
The information on our website is not, and shall not be deemed to be, a part of this Form 10-K or incorporated into any other filings we make with the SEC unless expressly noted in other such filings. 10 Table of Contents
The information on our website is not, and shall not be deemed to be, a part of this Form 10-K or incorporated into any other filings we make with the SEC unless expressly noted in other such filings.
We were organized as a Delaware corporation in July 2016. Our common stock trades under the ticker symbol “LW” on the New York Stock Exchange. Segments We have two reportable segments: North America and International. For segment financial information, see “Part II, Item 7.
We were organized as a Delaware corporation in July 2016. Our common stock trades under the ticker symbol “LW” on the New York Stock Exchange. 1 Table of Contents Segments We have two reportable segments: North America and International. For segment financial information, see “Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 13, 3 Table of Contents Segments, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 13, Segments, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
In addition to our own production facilities, we source a portion of our products under “co-packing” agreements, a common industry practice in which manufacturing is outsourced to other companies. We regularly evaluate our co-packing arrangements to ensure the most cost-effective manufacturing of our products and to utilize company-owned production facilities most effectively.
Properties” for more information about our production facilities. In addition to our own production facilities, we source a portion of our products under “co-packing” agreements, a common industry practice in which manufacturing is outsourced to other companies. We regularly evaluate our co-packing arrangements to ensure the most cost-effective manufacturing of our products and to utilize company-owned production facilities most effectively.
Michael J. Smith has served as our Chief Operating Officer since May 2023. Prior to that, he served as Senior Vice President and General Manager of Foodservice, Retail, Marketing and Innovation since April 2018 and Senior Vice President, Growth and Strategy from September 2016 until March 2018. Mr.
Prior to that, he served as our Chief Operating Officer since May 2023, Senior Vice President and General Manager of Foodservice, Retail, Marketing and Innovation from April 2018 until May 2023 and Senior Vice President, Growth and Strategy from September 2016 until April 2018. Mr.
By paying close attention to the results of the surveys and implementing actions based on our findings, both at an aggregate enterprise level as well as at department, business, and work group levels, we believe that we have been able to enhance our workplace culture and improve overall employee engagement levels. 7 Table of Contents We are also committed to creating and building a culture of giving.
By considering the results of the survey and implementing actions based on our findings, both at an aggregate enterprise level as well as at department, business, and work group levels, we believe that we have been able to enhance our workplace culture and improve overall employee engagement levels. 5 Table of Contents We are also committed to creating and building a culture of giving.
International Operations At May 26, 2024, we had operations in 33 countries, with sales support in each of these countries and production and processing facilities in eight countries. See Note 13, Segments, of the Notes to Consolidated Financial Statements in “Part II, Item 8.
International Operations At May 25, 2025, we had operations in 32 countries, with sales support in each of these countries and production and processing facilities in eight countries. See Note 13, Segments, of the Notes to Consolidated Financial Statements in “Part II, Item 8.
Sales, Distribution and Customers We benefit from strong relationships with a diverse set of customers. We sell our products through a network of internal sales personnel and independent brokers, agents, and distributors to chain restaurants, wholesale, grocery, mass merchants, club retailers, specialty retailers, and foodservice distributors and institutions, including businesses, educational institutions, independent restaurants, regional chain restaurants, and convenience stores.
We sell our products through a network of internal sales personnel and independent brokers, agents, and distributors to chain restaurants, wholesale, grocery, mass merchants, club retailers, specialty retailers, and foodservice distributors and institutions, including businesses, educational institutions, independent restaurants, regional chain restaurants, and convenience stores.
The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage as determined by the patent office or courts in the country, and the availability of legal remedies in the country.
The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage as determined by the patent office or courts in the country, and the availability of legal remedies in the country, which may, in some countries, depend in part on appropriate patent marking and working the patents.
As part of this commitment, we benchmark and set pay ranges based on market data and consider various factors such as an employee’s role and experience, job location, and performance. We also regularly review our 6 Table of Contents compensation practices to promote fair and equitable pay.
We are committed to equal pay for equal work. As part of this commitment, we regularly review our compensation practices and benchmark and set pay ranges based on market data and consider various factors such as an employee’s role and experience, job location, and performance.
No other customer accounted for more than 10% of our consolidated net sales in fiscal 2024, 2023, or 2022. Research and Development We leverage our research and development resources for both growth and efficiency initiatives.
In fiscal 2025, 2024, and 2023, our largest customer, McDonald’s Corporation, accounted for approximately 15%, 14%, and 13%, respectively, of our consolidated net sales. No other customer accounted for more than 10% of our consolidated net sales in fiscal 2025, 2024, and 2023. Research and Development We leverage our research and development resources for both growth and efficiency initiatives.
Madarieta has more than 25 years of finance management and leadership experience spanning public and privately held companies and Big 4 public accounting firms. Sharon L. Miller has served as our President, North America since May 2023.
Madarieta has more than 25 years of finance management and leadership experience spanning public and privately held companies and Big 4 public accounting firms. 6 Table of Contents Marc Schroeder has served as our President, International since May 2023. Mr.
We provide all sales and marketing services to Lamb Weston RDO and receive a fee for these services based on a percentage of the net sales of the venture. We account for our investment in Lamb Weston RDO under the equity method of accounting. In July 2022, we acquired an additional 40% interest in Lamb Weston Alimentos Modernos S.A.
We provide all sales and marketing services to Lamb Weston RDO and receive a fee for these services based on a percentage of the net sales of the venture. We account for our investment in Lamb Weston RDO under the equity method of accounting. In addition, LW EMEA owns a 75% interest in a joint venture in Austria.
He also served as Senior Vice President from October 2016 to May 2023 and Corporate Secretary from October 2016 to November 2020. From June 2015 until October 2016, Mr. Spytek was Of Counsel at Winston & Strawn LLP, a law firm.
Eryk J. Spytek has served as our General Counsel and Chief Compliance Officer since October 2016. He also served as Corporate Secretary from October 2016 to November 2020. From June 2015 until October 2016, Mr. Spytek was Of Counsel at Winston & Strawn LLP, a law firm.
She also served as Senior Vice President from August 2021 to May 2023. Ms. Madarieta joined Lamb Weston in October 2016 as our Vice President and Controller and Principal Accounting Officer. Before that, Ms.
Madarieta joined Lamb Weston in October 2016 as our Vice President and Controller and Principal Accounting Officer. Before that, Ms.
Younes has served as our Chief Human Resources Officer since January 2022. He also served as Senior Vice President from January 2022 to May 2023. Mr. Younes joined Lamb Weston from Loews Hotels & Co., a hospitality company, where he served as Executive Vice President and Chief Human Resources Officer from April 2019 through December 2021. Prior to that, Mr.
Younes joined Lamb Weston from Loews Hotels & Co., a hospitality company, where he served as Executive Vice President and Chief Human Resources Officer from April 2019 through December 2021. Prior to that, Mr. Younes was Senior Vice President of Human Resources for Ascension, a not-for-profit healthcare company, from July 2013 to December 2018.
The prices paid for these raw materials, as well as other raw materials used in making our products, generally reflect factors such as weather, commodity market fluctuations, currency fluctuations, tariffs, and the effects of governmental agricultural programs. The prices of raw materials can fluctuate as a result of these factors.
The prices paid for these raw materials, as well as other raw materials used in making our products, generally reflect factors such as weather, commodity market fluctuations, currency fluctuations, tariffs, fuel prices, energy costs, labor, freight transportation, logistics, general U.S. and global economic conditions, and the effects of governmental agricultural programs.
Smith held various brand management roles at Dean Foods Company, a food and beverage company, and its WhiteWave division from May 2003 until December 2007. Eryk J. Spytek has served as our General Counsel and Chief Compliance Officer since October 2016.
Smith held various brand management roles at Dean Foods Company, a food and beverage company, and its WhiteWave division from May 2003 until December 2007. Michael C. Crowley has served as our President, North America since January 2025.
Department leaders were also given the engagement survey results and tasked with taking action based on their employees’ anonymous feedback (both quantitative and qualitative).
The survey results were then reviewed by our executive leadership team and our Compensation and Human Capital Committee of the Board of Directors (the “Board”). Department leaders were also given the engagement survey results and tasked with taking action based on their employees’ anonymous feedback (both quantitative and qualitative).
Information About Our Executive Officers The following are our executive officers as of July 17, 2024: Name Title Age Thomas P. Werner Director, President and Chief Executive Officer 58 Bernadette M. Madarieta Chief Financial Officer 49 Sharon L. Miller President, North America 58 Sukshma Rajagopalan Chief Information and Digital Officer 50 Marc Schroeder President, International 53 Michael J.
Information About Our Executive Officers The following are our executive officers as of July 17, 2025: Name Title Age Michael J. Smith Director, President and Chief Executive Officer 48 Michael C. Crowley President, North America 52 Benjamin Heselton Chief Information Officer 53 Bernadette M. Madarieta Chief Financial Officer 50 Marc Schroeder President, International 54 Eryk J.
In general, net sales and cash flows tend to be higher in our fiscal fourth quarter, reflecting customer and consumer buying patterns. In fiscal 2024, the number of days of inventory on hand exceeded typical levels due to inventory pre-build ahead of the ERP transition in the third quarter and subsequent decline in restaurant traffic trends.
In general, net sales and cash flows tend to be higher in our fiscal fourth quarter, reflecting customer and consumer buying patterns. The number of days of inventory on hand exceeded our typical levels the last two fiscal years primarily due to lower sales volume compared to forecasted amounts.
Eligibility for, and the level of, compensation and benefits vary depending on an employee’s full-time or part-time status, work location, job and career level, and tenure with the Company.
Benefits for employees outside of the U.S. vary by country but are generally market competitive and representative of prevalent local company sponsored benefit programs. Eligibility for, and the level of, compensation and benefits vary depending on an employee’s full-time or part-time status, work location, job and career level, and tenure with the Company.
Younes was Senior Vice President of Human Resources for Ascension, a not-for-profit healthcare company, from July 2013 to December 2018. An employment lawyer by background, he spent 12 years in private practice and served as employment counsel to a number of organizations earlier in his career. Mr.
An employment lawyer by background, he spent 12 years in private practice and served as employment counsel to a number of organizations earlier in his career. Mr. Younes has more than 30 years of experience in human resources and employment law.
Smith Chief Operating Officer 47 Eryk J. Spytek General Counsel and Chief Compliance Officer 56 Steven J. Younes Chief Human Resources Officer 58 Thomas P. Werner has served as our President and Chief Executive Officer and a member of our Board since November 2016.
Spytek General Counsel and Chief Compliance Officer 57 Sylvia Wilks Chief Supply Chain Officer 61 Steven J. Younes Chief Human Resources Officer 59 Michael J. Smith has served as our President and Chief Executive Officer and a member of our board of directors since January 2025.
These codes are available on our website at www.lambweston.com through the “Investors – Corporate Governance” link. We will disclose any waiver we grant to our Chief Executive Officer, Chief Financial Officer, or Controller under our codes, or certain amendments to the codes, on our website at www.lambweston.com.
We will disclose any waiver we grant to our Chief Executive Officer, Chief Financial Officer, or Controller under our codes, or certain amendments to the codes, on our website at www.lambweston.com. In addition, we adopted Corporate Governance Principles and charters for the Audit and Finance Committee (the “Audit Committee”), Nominating and Corporate Governance Committee, and Compensation and Human Capital Committee.
As the agreements expire, we believe they will be renegotiated on terms satisfactory to the parties. Health and Safety Our employees’ health, safety, and well-being are our highest priority. We strive for world-class safety at each of our facilities. This means we continuously focus on creating a zero-incident culture, where every employee goes home every day, accident free.
Health and Safety Our employees’ health, safety, and well-being are our highest priority. We strive for world-class safety at each of our facilities. This means we continuously focus on creating a zero-incident culture. To help achieve this goal, we foster safety leadership throughout the organization as part of our comprehensive environment, health, safety, and sustainability management system.
As of July 17, 2024, we had approximately 10,700 employees, of which approximately 2,900 employees work outside of the U.S. As of July 17, 2024, approximately 30% of our employees are parties to collective bargaining agreements with terms that we believe are typical for the industry in which we operate.
As of July 17, 2025, approximately 30% of our employees are parties to collective bargaining agreements with terms that we believe are typical for the industry in which we operate. Most of the union workers at our facilities are represented under contracts that expire at various times over the next several years.
Employee Engagement We believe that having a workplace culture that supports and values all employees is critical to our success. To understand employee sentiments, we conduct a comprehensive survey every other year of our global workforce, as well as periodic short pulse surveys in between the comprehensive surveys.
To understand employee sentiments, we conduct a comprehensive survey every other year of our global workforce, as well as periodic short pulse surveys in between the comprehensive surveys. This survey was completed in fiscal 2025 and was administered and analyzed by an independent third-party provider.
Younes has more than 30 years of experience in human resources and employment law. Ethics and Governance We have adopted a code of conduct that applies to all of our employees, as well as a code of ethics for senior corporate financial officers that applies to our Chief Executive Officer, Chief Financial Officer, and Controller.
Ethics and Governance We have adopted a code of conduct that applies to all our employees, as well as a code of ethics for senior corporate financial officers that applies to our Chief Executive Officer, Chief Financial Officer, and Controller. These codes are available on our website at www.lambweston.com through the “Investors – Corporate Governance” link.
Human Capital Resources We believe that our employees and our workplace culture are among our most important assets, and that our employees are integral to our ability to achieve our strategic objectives. Attracting, developing, and retaining the best talent globally with the right skills to drive our mission, vision, and values are central components of our strategies for long-term growth.
Attracting, developing, and retaining the best talent globally with the right skills to drive our mission, vision, and values are central components of our strategies for long-term growth. As of July 17, 2025, we had approximately 10,100 employees, of which approximately 3,100 employees work outside of the U.S.
To help achieve this goal, we foster safety leadership throughout the organization as part of our comprehensive environment, health, safety, and sustainability management system. Through ongoing communications, routine assessments of our safety programs, safety and job-related training, daily risk assessments at facilities, defined standards, and safety measures, we strive to improve our safety performance each year.
Through ongoing communications, routine assessments of our safety programs, safety and job-related training, daily risk assessments at facilities, defined standards, and safety measures, we strive to improve our safety performance each year. 4 Table of Contents Total Rewards Our compensation and benefits are designed to support the financial, mental, and physical well-being of our employees.
Significant competitors include Agristo NV, Aviko B.V., Cavendish Farms Corporation, Clarebout Potatoes NV, Farm Frites International B.V., J.R. Simplot Company, The Kraft Heinz Company, and McCain Foods Limited. Some of our competitors are larger and have substantially more financial, sales and marketing, and other resources than us.
The international markets are highly fragmented with increased production capacity recently being added by local companies in emerging markets like Saudi Arabia and India. Significant competitors include Agristo NV, Aviko B.V., Cavendish Farms Corporation, Clarebout Potatoes NV, Farm Frites International B.V., J.R. Simplot Company, The Kraft Heinz Company, and McCain Foods Limited.
Prior to their respective acquisitions, we accounted for our investments in LW EMEA and LWAMSA under the equity method of accounting. For more information, see Note 12, Joint Venture Investments, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
This joint venture’s financial results are consolidated in our financial statements. For more information, see Note 6, Other Assets, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of this Form 10-K. Sales, Distribution and Customers We benefit from strong relationships with a diverse set of customers.
During fiscal 2024, we continued to face increased costs for the primary raw materials for our products, including potatoes, edible oils, packaging, grains, starches, and energy inputs. We seek to mitigate higher input costs through long-term relationships, contracting strategies, and hedging activities where an active market for an input exists, as well as through our pricing and productivity initiatives.
The prices of raw materials can fluctuate as a result of these factors. During fiscal 2025, we continued to face increased costs for the primary raw materials for our products, including potatoes, edible oils, packaging, grains, starches, and energy inputs.
Most of the union workers at our facilities are represented under contracts that expire at various times over the next several years. Of the hourly employees who are represented by these contracts, 27% are party to a collective bargaining agreement scheduled to expire over the course of the next twelve months.
Of the hourly employees who are represented by these contracts, 65% are party to a collective bargaining agreement currently in negotiations or scheduled to expire over the course of the next twelve months. As the agreements expire, we believe they will be renegotiated on terms satisfactory to the parties.
We have long-tenured relationships with leading quick service and fast casual restaurant chains, global foodservice distributors, large grocery retailers, and mass merchants. Our largest customer, McDonald’s Corporation, accounted for approximately 14%, 13%, and 10% of our consolidated net sales in fiscal 2024, 2023, and 2022, respectively.
We have long-tenured relationships with leading quick service and fast casual restaurant chains, global foodservice distributors, large grocery retailers, and mass merchants. Products are generally shipped from warehouse distribution centers where they are consolidated for shipment to customers if an order includes products manufactured in more than one production facility or product category.
Removed
(“LWAMSA”), our joint venture in Argentina. In addition, in February 2023, we acquired the remaining 50% equity interest in LW EMEA, our joint venture in Europe. With the completion of the transactions, we own 90% and 100% of the equity interests in LWAMSA and LW EMEA, respectively.
Added
Some customers also pick up their orders at distribution centers. A relatively limited number of customers account for a large percentage of our consolidated net sales. In fiscal 2025, our ten largest customers accounted for approximately 50% of our net sales.
Removed
Accordingly, we consolidated LWAMSA’s and LW EMEA’s financial results in our Consolidated Financial Statements beginning in the first and fourth quarters of our fiscal 2023, respectively. In addition, LW EMEA owns a 75% interest in a joint venture in Austria. This joint venture’s financial results are consolidated in our financial statements.
Added
We seek to mitigate higher input costs through long-term relationships, contracting strategies, and hedging activities where an active market for an input exists, as well as, through our pricing and productivity initiatives. See also “Item 1A. Risk Factors” for a discussion of risks related to our input costs. Manufacturing We operate 26 production facilities for our products. See “Item 2.
Removed
See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Form 10-K for a further discussion of these issues. Manufacturing We operate 27 production facilities for our products. See "Item 2. Properties" for more information about our production facilities.
Added
Some of our competitors are larger and have substantially more financial, sales and marketing, and other resources than us. In addition, some local competitors are vertically integrated, which enables them to produce potato products at lower costs.
Removed
Total Rewards Our compensation and benefits are designed to support the financial, mental, and physical well-being of our employees. We are committed to equal pay for equal work, regardless of gender, race, ethnicity, or other personal characteristics.
Added
We have working capital initiatives underway to decrease inventories in line with historical levels. Human Capital Resources We believe that our employees and our workplace culture are among our most important assets, and that our employees are integral to our ability to achieve our strategic objectives.
Removed
Benefits for employees outside of the U.S. vary by country but are generally market competitive and representative of prevalent local company sponsored benefit programs. We have also adopted a hybrid work policy for office-based employees intended to allow employees flexibility in work location while maintaining productivity and performance expectations.
Added
Culture and Employee Engagement We believe that having a workplace culture that supports and values all employees is critical to our success. We believe a workforce with varied perspectives enhances decision-making and drives innovation. We seek to provide a work environment that fosters respect, inclusion, fairness, and dignity, and is free of harassment, discrimination, or fear of retaliation.
Removed
Diversity, Equity, and Inclusion (“DEI”) As a global company, we strive to honor and celebrate diversity in our team, which we believe enriches our work lives and drives diversity of perspectives in our decision-making as a company. We define diversity as the unique abilities, experiences, and cultural backgrounds our employees bring to our Company’s workplace.
Added
Prior to that, he served as our Senior Vice President and General Manager, Multinational Chain from June 2023 to January 2025, Vice President Sales, Global Accounts from October 2018 to June 2023 and Vice President Sales, National Accounts from January 2017 to October 2018. Mr.
Removed
We are committed to providing a work environment that fosters respect, inclusion, fairness, and dignity, and is free of harassment, discrimination, or fear of retaliation. In addition, we have created business resource groups, which are voluntary, team member-led groups that bring employees together aligned around affinity areas. We believe these groups help create community and build inclusion.
Added
Crowley has more than 25 years of experience working across every aspect of Lamb Weston’s business, including overseeing production and quality assurance at several North American processing facilities, corporate quality assurance, managing key global customer relationships, and several commercial leadership roles. Benjamin Heselton has served as our Chief Information Officer since May 2025. Before joining Lamb Weston, Mr.
Removed
We have three business resource groups centered on women, multiculture and young professionals. We have also introduced a DEI learning and development platform to our global workforce to support team members’ DEI learning.
Added
Heselton served as the Chief Technology Officer of Wurth IT USA, an information technology services company and a division of The Würth Group, from January 2024 to April 2025. Mr. Heselton joined The Würth Group, a producer and marketer of fastening and assembly materials, in April 2007. During his 18 years at The Würth Group, Mr.
Removed
This survey was completed in fiscal 2024 and was administered and analyzed by an independent third-party provider. The survey results were then reviewed by our executive leadership team and our Compensation and Human Capital Committee of the Board of Directors (the “Board”).
Added
Heselton held various roles, including Wurth Industry North America’s Chief Information Officer from January 2020 to December 2023 and Vice President of Information Technology and Business Intelligence from September 2008 to December 2019. Bernadette M. Madarieta has served as our Chief Financial Officer since August 2021. Ms.
Removed
In addition, following our acquisition of the remaining equity interest in LW EMEA, we conducted a global employee culture survey to help assess employees’ reactions to the acquisition and plans for the full integration of LW EMEA with our other operations.
Added
Sylvia Wilk s has served as our Chief Supply Chain Officer since August 2024. Before joining Lamb Weston, Ms. Wilks was Chief Supply Chain Officer of Recreational Equipment, Inc. (“REI”), a specialty outdoor retailer, from May 2022 to August 2024, and Vice President, Supply Chain Operations at TireHub LLC, a national distributor of tires, from July 2018 to April 2022.
Removed
Similar to our fiscal 2024 engagement survey, our executive leadership team reviewed the results of the survey and shared those results with our Compensation and Human Capital Committee.
Added
Ms. Wilks has more than 30 years of supply chain experience in consumer-packaged goods, food and beverage manufacturing, automotive and retail, including supply chain leadership roles at Kimberly-Clark Corporation and Starbucks Corporation. Steven J. Younes has served as our Chief Human Resources Officer since January 2022. Mr.
Removed
Prior to that, he served as President, Commercial Foods, for Conagra, a food company, since May 2015. In that role, he led the company’s Lamb Weston and Foodservice businesses, as well as its previously divested Spicetec Flavors & Seasonings and J.M. Swank operations. Mr.
Added
Our capital and operating budgets include planned costs and expenses associated with complying with these laws and other requirements. We expect to spend approximately $100 million in fiscal 2026 to comply with environmental regulations, including those related to discharges into the air, land, and water. These projects largely focus on wastewater treatment at our production facilities.
Removed
Werner also served as interim President of Conagra’s Private Brands from June 2015 through its divestiture in February 2016. Before his appointment as President, Commercial Foods, Mr.
Added
Further, we expect to spend about $500 million in the aggregate over the next six years to comply with government environmental regulations and permit limitations.
Removed
Werner served as Senior Vice President of Finance for Conagra’s Private Brands and Commercial Foods operating segments from June 2013 to April 2015, and Senior Vice President of Finance for Lamb Weston from May 2011 until June 2013. Bernadette M. Madarieta has served as our Chief Financial Officer since August 2021.
Added
It is possible that our capital expenditure assumptions, estimates and project completion dates may change, and our projections are subject to change due to items such as the finalization of ongoing engineering projects, varying costs or changes in environmental laws and regulations. See “Item 1A.
Removed
Before that, she served as our Senior Vice President and General Manager, Global Business Unit since September 2016 and Conagra’s Vice President and General Manager, Lamb Weston Global Business Unit from 2015 to August 2016. Since joining Conagra in 1999, Ms. Miller has held various leadership positions, including Vice President of Sales for LW EMEA. Prior to that, Ms.
Added
Risk Factors—Legal and Regulatory Risks—If we fail to comply with the many laws and regulations applicable to our business, we may face lawsuits or incur significant fines and penalties” of this Form 10-K.
Removed
Miller was a key sales and business leader within Lamb Weston in both the U.S. and Canada. She also has held various sales positions with other North American food manufacturers and foodservice distributors. Sukshma Rajagopalan has served as our Chief Information and Digital Officer since June 2023. Ms.
Removed
Rajagopalan has more than 25 years of experience leading digital and information technology teams, most recently as Senior Vice President and Chief Digital Officer at Avantor, Inc., a life sciences company, from March 2020 to May 2023. At Avantor, Ms.
Removed
Rajagopalan led the company’s global enterprise digital roadmap, including finance, supply chain and commercial solutions, as well as data and analytics including automation and artificial intelligence.
Removed
Prior to joining Avantor, she spent 8 Table of Contents 15 years at PepsiCo, Inc., a food and beverage company, and held various information technology and digital leadership roles, most recently as Vice President, Global Applications from March 2018 to March 2020. Marc Schroeder has served as our President, International since May 2023. Mr.
Removed
In addition, we adopted Corporate Governance Principles and charters for the Audit and Finance Committee (the “Audit Committee”), Nominating and Corporate Governance Committee, and Compensation and Human Capital Committee.
Removed
Our capital and operating budgets include planned costs and expenses associated with complying with these laws and other requirements.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

90 edited+33 added−27 removed92 unchanged
We compete based on, among other things, customer service, value, product innovation, product quality, brand recognition and loyalty, price, and the ability to identify and satisfy customer preferences. A strong competitive response from one or more of our competitors to our marketplace efforts could result in us reducing pricing, increasing spend on promotional activity, or losing market share.
We compete based on, among other things, customer service and support, value, product innovation, product quality, brand recognition and loyalty, price, and the ability to identify and satisfy customer preferences. A strong competitive response from one or more of our competitors to our marketplace efforts could result in us reducing pricing, increasing spend on promotional activity, or losing market share.
Similarly, disruptions in financial and/or credit markets may impact our ability to manage normal commercial relationships with our customers, suppliers, and creditors and might cause us to not be able to continue to have access to preferred sources of liquidity when needed or on terms we find acceptable, and our borrowing costs could increase.
Disruptions in financial and/or credit markets may impact our ability to manage normal commercial relationships with our customers, suppliers, and creditors and might cause us to not be able to continue to have access to preferred sources of liquidity when needed or on terms we find acceptable, and our borrowing costs could increase.
We continue to implement profit-enhancing initiatives that improve the efficiency of our supply chain and general and administrative functions. These initiatives are focused on cost-saving opportunities in procurement, manufacturing, logistics, and customer service, as well as general and administrative functions. However, gaining additional efficiencies may become more difficult over time.
We continue to implement profit-enhancing initiatives to improve the efficiency of our supply chain and general and administrative functions. These initiatives are focused on cost-saving opportunities in procurement, manufacturing, logistics, and customer service, as well as general and administrative functions. However, gaining additional efficiencies may become more difficult over time.
However, if a weather or pest-related event occurs in a particular crop year, and our agronomic programs are insufficient to mitigate the impacts thereof, we may have insufficient potatoes to meet our existing customers’ needs and new customer opportunities, or we may experience manufacturing inefficiencies and higher costs, and our competitiveness and profitability could decrease.
If a weather or pest-related event occurs in a particular crop year, and our agronomic programs are insufficient to mitigate the impacts thereof, we may have insufficient potatoes to meet our existing customers’ needs and new customer opportunities, or we may experience manufacturing inefficiencies and higher costs, and our competitiveness and profitability could decrease.
In the event that such regulation is enacted and is more aggressive than the sustainability measures that we are currently undertaking to monitor our emissions, improve our energy efficiency, and reduce and reuse water, we may be subject to curtailment or reduced access to resources or experience significant increases in our costs of operation and delivery.
In the event that such regulation is enacted and is more aggressive than the sustainability measures that we are currently undertaking to monitor our emissions, improve our energy efficiency, and reduce, reclaim, and reuse water, we may be subject to curtailment or reduced access to resources or experience significant increases in our costs of operation and delivery.
Our failure to timely obtain or adequately protect our intellectual property or any change in law that lessens or removes the current legal protections of our intellectual property may diminish our competitiveness and adversely affect our business and financial results. We also license certain intellectual property, most notably Grown in Idaho and Alexia , from third parties.
Our failure to timely obtain or adequately protect and/or enforce our intellectual property or any change in law that lessens or removes the current legal protections of our intellectual property may diminish our competitiveness and adversely affect our business and financial results. We also license certain intellectual property, most notably Grown in Idaho and Alexia , from third parties.
In addition, the occurrence of a significant supply chain disruption or the inability to access or deliver products that meet requisite quality and safety standards in a timely and efficient manner, could lead to increased warehouse and other storage costs or otherwise adversely affect our profitability and weaken our competitive position or harm our business.
The occurrence of a significant supply chain disruption or the inability to access or deliver products that meet requisite quality and safety standards in a timely and efficient manner, could lead to increased warehouse and other storage costs or otherwise adversely affect our profitability and weaken our competitive position or harm our business.
Our ability to meet our objectives with respect to acquisitions and other strategic transactions may depend in part on our ability to identify suitable counterparties, negotiate favorable financial and other contractual terms, obtain all necessary regulatory approvals on the terms expected and complete those transactions.
In addition, our ability to meet our objectives with respect to acquisitions and other strategic transactions may depend in part on our ability to identify suitable counterparties, negotiate favorable financial and other contractual terms, obtain all necessary regulatory approvals on the terms expected and complete those transactions.
New regulations imposed by the FDA or EFSA around acrylamide formation in potato products could adversely affect us. The regulation of food products, both within the U.S. and internationally, continues to be a focus for governmental scrutiny.
Regulations imposed by the FDA or EFSA around acrylamide formation in potato products could adversely affect us. The regulation of food products, both within the U.S. and internationally, continues to be a focus for governmental scrutiny.
See also “Industry Risks – Our business is affected by potato crop performance,” in this Item 1A. Risk Factors above. Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brands. We consider our intellectual property rights to be a significant and valuable aspect of our business.
See also “Industry Risks – Our business is affected by potato crop performance,” in this Item 1A. Risk Factors above. Our intellectual property rights are valuable, and any inability to protect and/or enforce them could reduce the value of our products and brands. We consider our intellectual property rights to be a significant and valuable aspect of our business.
We have experienced, and may continue to experience, difficulties as we transition to new upgraded systems and business processes. For example, after the ERP transition in our fiscal third quarter 2024, we experienced temporary reduced visibility into finished goods inventories at our distribution centers, which affected our ability to fill customer orders.
We have experienced, and may experience in the future, difficulties as we transition to new upgraded systems and business processes. For example, after the ERP transition in our fiscal third quarter 2024, we experienced temporary reduced visibility into finished goods inventories at our distribution centers, which affected our ability to fill customer orders.
If we are unable to complete these or other large capital projects, or encounter unexpected delays, higher costs or other challenges, including those related to supply chain disruptions and availability of necessary labor, materials, and equipment, our business, financial condition, and results of operations could be materially and adversely affected.
If we are unable to complete this or other large capital projects, or encounter unexpected delays, higher costs or other challenges, including those related to supply chain disruptions and availability of necessary labor, materials, and equipment, our business, financial condition, and results of operations could be materially and adversely affected.
Despite careful security and controls design, implementation and updating, monitoring and routine testing, independent third-party verification, and annual training of employees on information security and data protection, our information technology 19 Table of Contents systems, some of which are dependent on services provided by third parties, may be vulnerable to, among other things, damage, invasions, disruptions, or shutdowns due to any number of causes such as catastrophic events, natural disasters, infectious disease outbreaks and other public health crises, fires, power outages, systems failures, telecommunications failures, security breaches, computer viruses, ransomware and malware, hackers, employee error or malfeasance, potential failures in the incorporation of artificial intelligence, and other causes.
Despite careful security and controls design, implementation and updating, monitoring and routine testing, independent third-party verification, and annual training of employees on information security and data protection, our information technology systems, some of which are dependent on services provided by third parties, may be vulnerable to, among other things, damage, invasions, disruptions, or shutdowns due to any number of causes such as catastrophic events, natural disasters, infectious disease outbreaks and other public health crises, fires, power outages, systems failures, telecommunications failures, security breaches, computer viruses, ransomware and malware, hackers, employee error or malfeasance, potential failures in the incorporation of artificial intelligence, employee or personnel failures and other causes.
However, in fiscal 2024, we experienced declines in sales volume as a result of a slowdown in restaurant traffic in North America and other key international markets as our customers and consumers respond to the cumulative effect of inflation on the cost of food consumed away from home.
However, in fiscal 2024 and continuing in fiscal 2025, we experienced declines in sales volume as a result of a slowdown in restaurant traffic in North America and other key international markets as our customers and consumers respond to the cumulative effect of inflation on the cost of food consumed away from home.
Our ability to achieve any stated goal, target or objective is subject to numerous factors and conditions, many of which are outside of our control, including evolving regulatory requirements, the pace of scientific and technological developments, and the availability of suppliers that can meet our standards.
Our ability to achieve any stated goal, target or objective is subject to numerous factors and conditions, many of which are outside of our control, including evolving regulatory, tracking and reporting requirements, the pace of scientific and technological developments, and the availability of suppliers that can meet our standards.
Our failure to comply with applicable laws and regulations could subject us to additional costs, product detentions, substantial delays or a temporary shutdown in manufacturing, lawsuits, administrative penalties, and civil remedies, including fines, injunctions, and recalls or withdrawals of our products. Our operations are also subject to extensive and increasingly stringent regulations administered by foreign government agencies, the U.S.
Our failure to comply with applicable laws and regulations could subject us to additional costs, product detentions, substantial delays or a temporary shutdown in manufacturing, lawsuits, administrative penalties, and civil remedies, including fines, injunctions, and recalls or withdrawals of our products. 20 Table of Contents Our operations are also subject to extensive and increasingly stringent regulations administered by foreign government agencies, the U.S.
Further, the inability of any supplier, including, but not limited to, those that supply our packaging, ingredients, equipment and other necessary operating materials, co-manufacturer, independent contractor, logistics service provider, or independent distributor to 11 Table of Contents deliver or perform for us in a timely or cost-effective manner could cause our operating costs to increase and our profit margins to decrease.
Further, the inability of any supplier, including, but not limited to, those that supply our packaging, ingredients, equipment and other necessary operating materials, co-manufacturer, independent contractor, logistics service provider, or independent distributor to deliver or perform for us in a timely or cost-effective manner could cause our operating costs to increase and our profit margins to decrease.
There is no assurance that the measures we have taken to protect our information systems will prevent or limit the impact of a future cyber incident. 20 Table of Contents Legal and Regulatory Risks We may be subject to product liability claims and product recalls or withdrawals, which could negatively impact our relationships with customers and harm our business.
There is no assurance that the measures we have taken to protect our information systems will prevent or limit the impact of a future cyber incident. Legal and Regulatory Risks We may be subject to product liability claims and product recalls or withdrawals, which could negatively impact our relationships with customers and harm our business.
Any delay or failure (perceived or actual) to achieve our goals with respect to reducing our impact on the environment or perception of a delay or failure to act responsibly with respect to the environment or to effectively respond to regulatory requirements concerning climate change can lead to adverse publicity, which could damage our reputation, as well as expose us to enforcement actions and litigation.
Any delay or failure (perceived or actual) to achieve our goals with respect to reducing our impact on the environment or perception of a delay or failure to act responsibly with respect to the environment or to 21 Table of Contents effectively respond to regulatory requirements concerning climate change can lead to adverse publicity, which could damage our reputation, as well as expose us to enforcement actions and litigation.
Business and Operating Risks We may not be able to offset cost increases due to inflationary pressures on inputs necessary for the production and distribution of our products, such as labor, raw materials, energy, fuel, and packaging materials. A significant portion of our cost of goods comes from commodities such as raw potatoes, edible oil, grains, starches, and energy.
Business and Operating Risks We may not be able to offset cost increases on inputs necessary for the production and distribution of our products, such as labor, raw materials, energy, fuel, and packaging materials. A significant portion of our cost of goods comes from commodities such as raw potatoes, edible oil, grains, starches, and energy.
Our inability to enter into satisfactory co-packing agreements could limit our ability to implement our business plan or meet customer demand. 14 Table of Contents Damage to our reputation as a trusted partner to customers and good corporate citizen could have a material adverse effect on our business, financial condition, and results of operations.
Our inability to enter into satisfactory co-packing agreements could limit our ability to implement our business plan or meet customer demand. Damage to our reputation as a trusted partner to customers and good corporate citizen could have a material adverse effect on our business, financial condition, and results of operations.
Sophisticated cybersecurity threats, including potential cyberattacks from China or Russia targeted against the U.S., pose a potential risk to the security and viability of our information technology systems, as well as the confidentiality, integrity, and availability of the data stored on those systems, including cloud-based platforms.
Sophisticated cybersecurity threats, including potential cyberattacks from China, Russia or other state actors targeted against the U.S., pose a potential risk to the security and viability of our information technology systems, as well as the confidentiality, integrity, and availability of the data stored on those systems, including cloud-based platforms.
Competitors include large North American and European frozen potato product companies that compete globally, local and regional companies, and retailers and foodservice distributors with their own branded and private label products. Some of our competitors are larger 16 Table of Contents and have substantial financial, sales and marketing, and other resources.
Competitors include large North American and European frozen potato product companies that compete globally, local and regional companies, and retailers and foodservice distributors with their own branded and private label products. Some of our competitors are larger and have substantial financial, sales and marketing, and other resources.
In addition, if we are unable to prevent security breaches or unauthorized disclosure of non-public information, we may suffer financial and reputational damage, litigation or remediation costs, fines, or penalties because of the unauthorized disclosure of confidential information belonging to us or to our partners, customers, or suppliers.
In addition, if we are unable to prevent security breaches, unauthorized disclosure of non-public information or lost or misappropriated confidential information, we may suffer financial and reputational damage, litigation or remediation costs, fines, or penalties because of the unauthorized disclosure of such information belonging to us or to our partners, customers, or suppliers.
While we believe we have identified and discussed below the material risks affecting our business, there may be additional risks and uncertainties that we do not presently know or that we do not currently believe to be material that may adversely affect our business, financial condition, or results of operations in the future.
While we believe we have identified and discussed below the material risks affecting our business, there may 8 Table of Contents be additional risks and uncertainties that we do not presently know or that we do not currently believe to be material that may adversely affect our business, financial condition, or results of operations in the future.
Further, our success depends on our ability to attract, retain, and develop effective leaders and personnel with professional and technical expertise, such as agricultural and food manufacturing experience, as well as finance, marketing, and other senior management professionals.
Further, our success depends on our ability to attract, retain, and develop effective leaders and personnel with professional and technical expertise, such as agricultural and food manufacturing experience or emerging technologies experience, as well as finance, marketing, and other senior management professionals.
To obtain sufficient 12 Table of Contents potato supply, we may be required to purchase potatoes at prices substantially higher than expected, or forgo sales to some market segments, which would reduce our profitability. If we forgo sales to such market segments, we may lose customers and may not be able to regain or replace them later.
To obtain sufficient potato supply, we may be required to purchase potatoes at prices substantially higher than expected, or forgo sales to some market segments, which would reduce our profitability. If we forgo sales to such market segments, we may lose customers and may not be able to regain or replace them later.
In addition, the financial condition of our significant customers, including restaurants, distributors and retailers, are affected by events that are largely beyond our control, such as the impacts of the COVID-19 pandemic and possible future pandemics or other contagious outbreaks, and political or military conflicts, such as the war in Ukraine or conflicts in the Middle East.
In addition, the financial condition of our significant customers, including restaurants, distributors and retailers, are affected by events that are largely beyond our control, such as the impacts of past and possible future pandemics or other contagious outbreaks, and political or military conflicts, such as the war in Ukraine or conflicts in the Middle East.
Circumstances beyond our control, such as a labor dispute at a port, or workforce disruptions (such as disruptions that occurred due to the COVID-19 pandemic), could prevent us from exporting our products in sufficient quantities to meet customer opportunities. For example, during the latter half of fiscal 2022, limited shipping container availability along the U.S.
Circumstances beyond our control, such as retaliatory non-U.S. tariffs countermeasures, a labor dispute at a port, or workforce disruptions (such as disruptions that occurred during the COVID-19 pandemic), could prevent us from exporting our products in sufficient quantities to meet customer opportunities. For example, during the latter half of fiscal 2022, limited shipping container availability along the U.S.
This damage or disruption could result from execution issues, as well as factors that are difficult to predict or beyond our control such as increased temperatures due to climate change, water stress, extreme weather events, natural disasters, product or raw material scarcity, fire, terrorism, pandemics (such as the COVID-19 pandemic), armed hostilities (including the ongoing war in Ukraine and conflicts in the Middle East), strikes, labor shortages, cybersecurity breaches, governmental restrictions or mandates, disruptions in logistics, supplier capacity constraints, or other events.
This damage or disruption could result from execution issues, as well as factors that are difficult to predict or beyond our control such as increased temperatures due to climate change, water stress, extreme weather events, natural 9 Table of Contents disasters, product or raw material scarcity, fire, terrorism, pandemics, armed hostilities (including the ongoing war in Ukraine and conflicts in the Middle East), strikes, labor shortages, cybersecurity breaches, governmental restrictions or mandates, disruptions in logistics, supplier capacity constraints, or other events.
In addition, in April 2023, Americold Realty Trust, Inc. (“Americold”), a third-party finished goods storage provider, suffered a cyber incident that impacted its operations and resulted in considerable delays in the delivery of our products to our customers and interrupted other key business processes.
For example, in April 2023, Americold Realty Trust, Inc., a third-party finished goods storage provider, suffered a cyber incident that impacted its operations and resulted in considerable delays in the delivery of our products to our customers and interrupted other key business processes.
A significant increase in our obligations or future funding requirements could have a negative impact on our results of operations and cash flows from operations. Additionally, the annual costs of benefits vary with increased costs of health care and the outcome of collectively bargained wage and benefit agreements.
Additionally, the annual costs of benefits vary with increased costs of health care and the outcome of collectively bargained wage and benefit agreements. A significant increase in our obligations could have a negative impact on our results of operations and cash flows from operations.
During each of fiscal 2024, 2023, and 2022, net sales outside the U.S., primarily in Australia, Canada, China, Europe, Japan, Korea, Mexico, and Taiwan, accounted for approximately 34%, 23%, and 17% of our net sales, respectively.
During each of fiscal 2025, 2024, and 2023, net sales outside the U.S., primarily in Australia, Canada, China, Europe, Japan, Korea, Mexico, and Taiwan, accounted for approximately 35%, 34%, and 23% of our net sales, respectively.
Any interruption of our information technology systems could have operational, reputational, legal, and financial impacts that may have a material adverse effect on our business, financial condition, and results of operations.
Any interruption of our information technology systems or those of our suppliers and customers could have operational, reputational, legal, and financial impacts that may have a material adverse effect on our business, financial condition, and results of operations.
Changes in legal or regulatory requirements (such as new food safety requirements and revised nutrition facts labeling, including front of pack labeling, and serving size regulations), or evolving interpretations of existing legal or regulatory requirements, may result in increased compliance costs, capital expenditures and other financial obligations that could adversely affect our business or financial results.
Changes in legal or regulatory requirements (such as new food safety requirements, revised or new nutrition facts or allergen labeling, including front of pack labeling, serving size regulations and bans on certain food ingredients or packaging materials), or evolving interpretations of existing legal or regulatory requirements, may result in increased compliance costs, capital expenditures and other financial obligations that could adversely affect our business or financial results.
We have experienced, and may continue to experience, disruptions in our supply chain, including as a result of temporary systems disruptions, labor shortages, increased transportation and warehousing costs, longer shipping times, and other factors related to the effects of pandemics or other public health crisis, such as the COVID-19 pandemic, the ongoing war in Ukraine and the conflicts in the Middle East.
We have experienced, and may continue to experience, disruptions in our supply chain, including as a result of temporary systems disruptions, labor shortages, increased transportation and warehousing costs, longer shipping times, pandemics or other public health crisis, the ongoing war in Ukraine and the conflicts in the Middle East.
While we have experienced threats to our data and systems, to date, we are not aware that we have experienced a breach that had a material impact on our operations or business.
While we have experienced threats to our data and systems, to date, we are not aware that we 18 Table of Contents have experienced a breach that had a material impact on our operations or business.
If we are unable to complete or realize the projected benefits of recent or future acquisitions, divestitures or other strategic transactions, our business or financial results may be adversely impacted. 15 Table of Contents Industry Risks Our business is affected by potato crop performance.
If we are unable to complete or realize the projected benefits of recent or future acquisitions, divestitures or other strategic transactions, our business, financial condition, and results of operations may be adversely impacted. Industry Risks Our business is affected by potato crop performance.
Adverse weather conditions and natural disasters can reduce crop size and crop quality, which in turn could reduce our supplies of raw potatoes, lower recoveries of usable raw potatoes, increase the prices of our raw potatoes, increase our cost of transporting and storing raw potatoes, or disrupt our production schedules or efficiencies.
Adverse weather conditions and natural disasters may disrupt the productivity of our facilities or the operation of our supply chain and can reduce crop size and crop quality, which in turn could reduce our supplies of raw potatoes, lower recoveries of usable raw potatoes, increase the prices of our raw potatoes, increase our cost of transporting and storing raw potatoes, or disrupt our production schedules or efficiencies.
During fiscal 2024, we continued to experience significantly elevated commodity and supply chain costs, including the costs of labor, raw materials (such as edible oil, grain and starch), energy, fuel, packaging materials, and other inputs necessary for the production and distribution of our products.
During fiscal 2025, we continued to experience elevated commodity and supply chain costs, including the costs of labor, raw materials (such as potatoes, edible oil, grain and starch), energy, fuel, packaging materials, and other inputs necessary for the production and distribution of our products, as well as transportation and logistics costs.
For example, it could: • make it more difficult for us to make payments on our debt; • require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, and other general corporate purposes; • increase our vulnerability to adverse economic or industry conditions; • limit our ability to obtain additional financing in the future to enable us to react to changes in our business; or • place us at a competitive disadvantage compared to businesses in our industry that have less debt.
For example, it could: • make it more difficult for us to make payments on our debt; • require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, and other general corporate purposes; • increase our vulnerability to adverse economic or industry conditions; • limit our ability to obtain additional financing in the future to enable us to react to changes in our business; or • place us at a competitive disadvantage compared to businesses in our industry that have less debt. 16 Table of Contents The agreements governing our debt contain various covenants that impose restrictions on us that may affect our ability to operate our business.
Although we partnered closely with our customers to minimize the impact of the disruptions and resolved the reduced visibility, within the quarter, our sales volume and margins nevertheless declined. In addition, some customers affected by these disruptions may have secured supply from alternative sources, and we must regain their trust and business.
Although we partnered closely with our customers to minimize the impact of the disruptions and resolved the reduced visibility, within the quarter, our sales volume and margins nevertheless declined. In addition, some customers affected by these disruptions secured supply from alternative sources.
The labor market has been increasingly tight and competitive, and we may face sudden and unforeseen challenges in the availability of labor, such as we experienced in fiscal 2022 and 2023 at some of our production facilities, which reduced our production run-rates and increased our manufacturing costs.
The labor market has been increasingly tight and competitive, and we may face sudden and unforeseen challenges in the availability of labor, such as we experienced in fiscal 2022 and 2023 at some of our production facilities, which reduced our production run-rates and increased our manufacturing costs, or as we and our suppliers experienced in 2022 with the shortage of drivers and reduced trucking capacity, which increased transportation costs.
These commodities are subject to price volatility and fluctuations in availability caused by many factors, including: changes in global supply and demand, weather conditions (including any potential effects of climate change), fire, natural disasters (such as a hurricane, tornado, earthquake, wildfire or flooding), disease or pests, agricultural uncertainty, water stress, health epidemics or pandemics or other contagious outbreaks, such as the COVID-19 pandemic, governmental incentives and controls (including import/export restrictions, such as new or increased tariffs, sanctions, quotas or trade barriers including the financial and economic sanctions imposed by the U.S. and certain foreign governments in response to the war in Ukraine), limited or sole sources of supply, inflation, political uncertainties, acts of terrorism, governmental instability, war or other conflicts (such as the war in Ukraine and conflicts in the Middle East), or currency exchange rates.
These commodities are subject to price volatility and fluctuations in availability caused by many factors, including: changes in global supply and demand, governmental incentives and controls (including import/export restrictions, such as new or increased tariffs, sanctions, quotas or trade barriers including the tariffs announced by the U.S. in April 2025 on U.S. imports, and any retaliatory tariffs imposed by foreign governments on U.S. exports, as well as selective tariff exemptions), weather conditions (including any potential effects of climate change), fire, natural disasters (such as a hurricane, tornado, earthquake, wildfire or flooding), disease or pests, agricultural uncertainty, water stress, health epidemics or pandemics or other contagious outbreaks, as was the case with the COVID-19 pandemic, limited or sole sources of supply, inflation, political uncertainties, acts of terrorism, governmental instability, war or other conflicts (such as the war in Ukraine, conflicts in the Middle East and tensions between China and Taiwan), or currency exchange rates.
In the event that climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as potatoes and edible oils.
Climate change, or legal, regulatory, or market measures to address climate change, may negatively affect our business and operations. In the event that climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as potatoes and edible oils.
Customers include global, national and regional quick service and fast casual restaurants as well as small, independently operated restaurants, multinational, broadline foodservice distributors, regional foodservice distributors, and major food retailers. Some of these customers independently represent a meaningful portion of our sales.
We maintain a diverse customer base across our reporting segments. Customers include global, national and regional quick service and fast casual restaurants as well as small, independently operated restaurants, multinational, broadline foodservice distributors, regional foodservice distributors, and major food retailers. Some of these customers independently represent a meaningful portion of our sales.
The importance of such networks and systems has increased due to our adoption of flexible work-from-home policies for some of our functional support areas, which in turn has heightened our vulnerability to cyberattacks or other disruptions as a result of team members accessing our networks and systems from off-site.
The importance of such networks and systems has increased due to our adoption of flexible work-from-home policies for some of our functional support areas, which in turn has heightened our vulnerability to cyberattacks or other disruptions.
As additional industry capacity comes online, restaurant traffic declines, or market demand otherwise decreases, including as a result of inflation or pandemics such as the COVID-19 pandemic or other contagious outbreaks, we may face competitive pressures that would restrict our ability to increase or maintain prices, or we may lose market share.
As additional industry capacity comes online, restaurant traffic declines, or market demand otherwise decreases, including as a result of inflation, we may face competitive pressures that would restrict our ability to increase or maintain prices, or we may lose market share.
Any failure to meet required payments on our debt, or failure to comply with any covenants in the instruments governing our debt, could result in a downgrade to our credit ratings.
Any failure to meet required payments on our debt, or failure to comply with any covenants in the instruments governing our debt, could result in a downgrade to our credit ratings. A downgrade in our credit ratings could limit our access to capital and increase our borrowing costs.
Customer and consumer demand for our products may be impacted by weak economic conditions, recession, equity market volatility, or other negative economic factors in the U.S. or other countries. For example, the U.S. has experienced significantly heightened inflationary pressures since 2022.
Customer and consumer demand for our products may be impacted by weak economic conditions, recession, equity market volatility, or other negative economic factors in the U.S. or other countries. For example, the U.S. has experienced significantly heightened inflationary pressures since 2022. Historically, market demand for value-added frozen potato products has generally been balanced with industry capacity.
A number of factors may adversely affect the labor force available to us or increase labor costs, including the shift towards hybrid or remote work arrangements, higher unemployment subsidies, other government regulations, and general macroeconomic factors.
A number of factors may adversely affect the available labor force, or increase labor costs, for us or our third-party business partners, including hybrid or remote work arrangements, higher unemployment subsidies, other government regulations, and general macroeconomic factors.
Our facilities and products are subject to many laws and regulations administered by the U.S. Department of Agriculture, the FDA, the Occupational Safety and Health Administration, and other federal, state, local, and foreign governmental agencies relating to the processing, packaging, storage, distribution, advertising, labeling, quality, and safety of food products, and the health and safety of our employees.
Department of Agriculture, the FDA, the Occupational Safety and Health Administration, and other federal, state, local, and foreign governmental agencies relating to the processing, packaging, storage, distribution, advertising, labeling, quality, and safety of food products, and the health and safety of our employees.
We expend considerable resources to develop and maintain relationships with many potato growers. In some instances, we have entered into long-term agreements with growers; however, a portion of our potato needs are sourced on an annual contracted basis.
In some instances, we have entered into long-term agreements with growers; however, a portion of our potato needs are sourced on an annual contracted basis.
Natural disasters and extreme weather conditions may disrupt the productivity of our facilities or the operation of our supply chain. In addition, water is an important part of potato processing. In times of water stress, we may be subject to decreased availability or less favorable pricing for water, which could impact our manufacturing and distribution operations.
In addition, water is an important part of potato processing. In times of water stress, we may be subject to decreased availability or less favorable pricing for water, which could impact our manufacturing and distribution operations.
If our third parties fail to deliver on their commitments, introduce unplanned risk to our operations (e.g., through cyber activity), or are unable to fulfill their obligations, we could experience manufacturing challenges, shipment delays, increased costs, or lost revenue, which could also impact our relationships with customers and our brand image.
If our third parties fail to deliver on their commitments, introduce unplanned risk to our operations (e.g., through cyber activity), or are unable to fulfill their obligations, we could experience manufacturing challenges, shipment delays, increased costs, or lost revenue, which could also impact our relationships with customers and our brand image. 12 Table of Contents In addition to our own production facilities, we source a portion of our products under co-packing agreements.
Our ability to recruit and retain a highly skilled workforce could also be materially impacted if we fail to adequately respond to rapidly changing employee expectations regarding fair compensation, an inclusive and diverse workplace, flexible working, or other matters.
In addition, changes in immigration laws and policies or restrictions could make it more difficult for us to recruit or relocate skilled employees. Our ability to recruit and retain a highly skilled workforce could also be materially impacted if we fail to adequately respond to rapidly changing employee expectations regarding fair compensation, an inclusive workplace, flexible working, or other matters.
Changes in applicable laws or regulations or evolving interpretations thereof, including increased government regulations to limit the emissions of toxic air pollutants and carbon dioxide and other greenhouse gas emissions as a result of concern over climate change, may result in increased compliance costs, capital expenditures, and other financial obligations for us, which could affect our profitability or impede the production or distribution of our products, which could adversely affect our business, financial condition, and results of operations.
Changes in applicable laws or regulations or evolving interpretations thereof may result in increased compliance costs, capital expenditures, and other financial obligations for us, which could affect our profitability or impede the production or distribution of our products, which could adversely affect our business, financial condition, and results of operations.
In particular, changes in U.S. trade programs and trade relations with other countries, including the imposition of trade protection measures by foreign countries in favor of their local producers of competing products, such as governmental subsidies, tax benefits, and other measures giving local producers a competitive advantage over Lamb Weston, may adversely affect our business and results of operations in those countries; • changes in capital controls, including currency exchange controls, government currency policies or other limits on our ability to import raw materials or finished products into various countries or repatriate cash from outside the United States; • negative economic developments in economies around the world and the instability of governments, including the actual or threat of wars, terrorist attacks, epidemics or civil unrest, including the war in Ukraine and conflicts in the Middle East; • currency devaluations or fluctuations in currency values, including in developed and emerging markets, such as the highly inflationary environment in Argentina; • earthquakes, tsunamis, droughts, floods or other major disasters that may limit the supply of raw materials that are purchased abroad for use in our international operations or domestically; • volatile commodity prices and increased costs of raw and packaging materials, labor, energy and transportation, disruptions in shipping or reduced availability of freight transportation and warehousing, such as the reduced availability of shipping containers that we encountered in fiscal 2022; • pandemics and other public health crises, which may lead, and in the case of the COVID-19 pandemic, have led, to measures that decrease revenues, disrupt our supply chain or otherwise increase our storage, production or distribution costs and adversely affect our workforce, local suppliers, customers and consumers of our products; • differing employment practices and labor standards in the international markets in which we operate; • differing levels of protection of intellectual property across the international markets in which we operate; • difficulties and costs associated with complying with U.S. laws and regulations applicable to entities with overseas operations, including the Foreign Corrupt Practices Act; • the threat that our operations or property could be subject to nationalization and expropriation; • varying regulatory, tax, judicial and administrative practices in the international markets in which we operate; • difficulties associated with operating under a wide variety of complex foreign laws, treaties and regulations; and • potentially burdensome taxation. 13 Table of Contents The nature and degree of the various risks we face can differ significantly among our regions and businesses.
Factors relating to our domestic and international sales and operations, many of which are outside of our control, have had, and could continue to have, a material adverse impact on our business, financial condition, and results of operations, including: • foreign exchange rates, foreign currency exchange and transfer restrictions, which may unpredictably and adversely impact our combined operating results, asset and liability balances, and cash flow in our Consolidated Financial Statements, even if their value has not changed in their original currency; • our consolidated financial statements are presented in U.S. dollars, and we must translate the assets, liabilities, revenue and expenses into U.S. dollars for external reporting purposes; • changes in trade, monetary and fiscal policies of the U.S. and foreign governments, including modification or termination of existing trade agreements or treaties, creation of new trade agreements or treaties, trade regulations, and increased or new tariffs, sanctions, quotas, import or export licensing requirements, and other trade barriers imposed by governments; • changes in capital controls, including currency exchange controls, government currency policies or other limits on our ability to import raw materials or finished products into various countries or repatriate cash from outside the United States; • negative economic developments in economies around the world and the instability of governments, including the actual or threat of wars, terrorist attacks, epidemics or civil unrest, including the war in Ukraine and conflicts in the Middle East; • currency devaluations or fluctuations in currency values, including in developed and emerging markets, such as the highly inflationary environment in Argentina; • earthquakes, tsunamis, droughts, floods or other major disasters that may limit the supply of raw materials that are purchased abroad for use in our international operations or domestically; • volatile commodity prices and increased costs of raw and packaging materials, labor, energy and transportation, disruptions in shipping or reduced availability of freight transportation and warehousing, such as the reduced availability of shipping containers that we encountered in fiscal 2022; • pandemics and other public health crises, which may lead, and in the case of the COVID-19 pandemic, led, to measures that decrease revenues, disrupt our supply chain or otherwise increase our storage, production or distribution costs and adversely affect our workforce, local suppliers, customers and consumers of our products; • differing employment practices and labor standards in the international markets in which we operate; • differing levels of protection of intellectual property across the international markets in which we operate; • difficulties and costs associated with complying with U.S. laws and regulations applicable to entities with overseas operations, including the Foreign Corrupt Practices Act; • the threat that our operations or property could be subject to nationalization and expropriation; • varying regulatory, tax, judicial and administrative practices in the international markets in which we operate; • difficulties associated with operating under a wide variety of complex foreign laws, treaties and regulations; and • potentially burdensome taxation.
We must identify changing consumer preferences and consumption trends and develop and offer food products to our customers that help meet those preferences and trends. Consumer preferences evolve over time and our success depends on our ability to identify the priorities, tastes and dietary habits of consumers and offer products that appeal to those preferences.
Consumer preferences evolve over time and our success depends on our ability to identify the priorities, tastes and dietary habits of consumers and offer products that appeal to those preferences. We need to continue to respond to these changing consumer preferences and support our customers in their efforts to evolve to meet those preferences.
Our financial condition and ability to meet the needs of our customers could be materially and adversely affected if strikes or work stoppages or interruptions occur as a result of delayed negotiations with union-represented employees within or outside the U.S. Changes in our relationships with our growers could adversely affect us.
In addition, our financial condition and ability to meet the needs of our customers could be materially and adversely affected if strikes or work stoppages or interruptions occur as a result of delayed negotiations with union-represented employees within or outside the U.S, or if we are unable to renew collectively bargained agreements on satisfactory terms as they expire.
Competitive pressures may restrict our ability to increase prices, including in response to commodity and other input cost increases or additional improvements in product quality. Our profits could decrease if a reduction in prices or increased costs are not counterbalanced with increased sales volume. Increased industry capacity may result in reduced sales or profits.
Competitive pressures may restrict our ability to increase prices, including in response to commodity and other input cost increases or additional improvements in product quality. Our profits could decrease if a reduction in prices or increased costs are not counterbalanced with increased sales volume. For example, in fiscal 2025, we faced significant competition as global restaurant traffic continued to soften.
Our inability to mitigate any such conditions by leveraging our production capabilities in other regions could negatively impact our ability to meet existing customers’ needs and new customer opportunities and could decrease our profitability.
Unfavorable crop conditions in any one region have led at times, and could lead, to significant demand on the other regions for production. Our inability to mitigate any such conditions by leveraging our production capabilities in other regions could negatively impact our ability to meet existing customers’ needs and new customer opportunities and could decrease our profitability.
We may also be subject to litigation, requests for indemnification from our customers, or liability if the consumption or inadequate preparation of any of our products causes injury, illness, or death.
For example, in June 2024, we had a voluntary product withdrawal, which negatively impacted our financial results. We may also be subject to litigation, requests for indemnification from our customers, or liability if the consumption or inadequate preparation of any of our products causes injury, illness, or death.
Further, because of the poor quality of the crop in the Pacific Northwest that was harvested in fall 2021, we encountered lower raw potato utilization rates in our production facilities during the second half of fiscal 2022 and early fiscal 2023, which increased our production costs.
For example, because of the poor quality of the crop in the Pacific Northwest that was harvested in fall 2021 following the extreme heat in the summer of 2021, we encountered lower raw potato utilization rates in our production facilities, which increased our production costs.
As evidenced by the attacks on Kronos and Americold, cyber threats are constantly evolving, are becoming more frequent and more sophisticated and are being made by groups of individuals with a wide range of expertise and motives, which increases the difficulty of detecting and successfully defending against them.
Cyber threats are constantly evolving, are becoming more frequent and more sophisticated and are being made by groups of individuals with a wide range of expertise and motives, which increases the difficulty of detecting and successfully defending against them. Continued geopolitical turmoil and geopolitical tensions, such as between the U.S. and China, have heightened the risk of cyberattacks.
Inflationary pressures and any shortages in the labor market could continue to increase labor costs, which could have a material adverse effect on our business, financial condition, or results of operations. Our labor costs include the cost of providing employee benefits in the U.S. and foreign jurisdictions, including pension, health and welfare, and severance benefits.
In addition, health care and workers’ compensation costs have been increasing. Inflationary pressures and any shortages in the labor market could continue to increase labor costs, which could have a material adverse effect on our business, financial condition, or results of operations.
Our attempts to offset these cost pressures, such as through increases in the selling prices of some of our products, may not continue to be successful. Higher product prices may result in reductions in sales volume.
Our attempts to offset these cost pressures, such as through increases in the selling prices of some of our products, may not be successful or may not be sustainable. Higher product prices may result in reductions in sales volume, especially given the current highly competitive frozen potato product market and soft restaurant traffic and the volatility of the macroeconomic environment.
Potatoes are also susceptible to pest diseases and insects that can cause crop failure, decreased yields, and negatively affect the physical appearance of the potatoes. We have deep experience in agronomy and actively work to monitor the potato crop.
Potatoes are also susceptible to pests and diseases that can cause crop failure, decreased yields, and negatively affect the physical appearance of the potatoes.
For example, during fiscal 2024, we have faced increased pricing pressure as additional industry capacity becomes operational, which capacity is also impacted by softening demand. Our profits would decrease as a result of a reduction in prices or sales volume.
For example, during fiscal 2025, we have faced increased pricing pressure as additional industry capacity becomes operational, which capacity is also impacted by softening demand.
As a result, we must evolve our product offering to provide alternatives that work in such a preparation environment. In addition, our products contain carbohydrates, sodium, genetically modified ingredients, added sugars, saturated fats, and preservatives, the diet and health effects of which remain the subject of public scrutiny.
In addition, our products may contain carbohydrates, sodium, genetically modified ingredients, added sugars, saturated fats, and preservatives, the diet and health effects of which remain the subject of public scrutiny.
In addition, new technology, such as artificial intelligence, that could result in greater operational efficiency may further expose our computer systems to the risk of cyberattacks.
In addition, new technology, such as artificial intelligence, that could result in greater operational efficiency may further expose our computer systems to the risk of cyberattacks. Our initiatives to continue to modernize our operations, increase data digitization and improve our production facilities may increase potential exposure to cybersecurity risks and increase the complexity of our cybersecurity program.
All these factors could result in increased costs or decreased revenues and could have an adverse effect on our business, financial condition, and results of operations. Changes in our relationships with significant customers could adversely affect us. We maintain a diverse customer base across our reporting segments.
The nature and degree of the various risks we face can differ significantly among our regions and businesses. All these factors could result in increased costs or decreased revenues and could have an adverse effect on our business, financial condition, and results of operations. 11 Table of Contents Changes in our relationships with significant customers could adversely affect us.
If the global regulatory approach to acrylamide becomes more stringent and additional legal limits are established, our manufacturing costs could increase.
If the global regulatory approach to acrylamide becomes more stringent and additional legal limits are established, our manufacturing costs could increase. In addition, if consumer perception regarding the safety of our products is negatively impacted due to regulation, sales of our products could decrease.
To serve our customers globally, we rely in part on our international operations, but also on exports from the U.S. During fiscal 2024, 2023, and 2022, export sales from the U.S. accounted for approximately 6%, 11% and 12%, respectively, of our total net sales.
During fiscal 2025, 2024, and 2023, export sales from the U.S. accounted for approximately 6%, 6% and 11%, respectively, of our total net sales.
In addition to our own production facilities, we source a portion of our products under co-packing agreements. The success of our business depends, in part, on maintaining a strong sourcing and manufacturing platform.
The success of our business depends, in part, on maintaining a strong sourcing and manufacturing platform.
Even if we do not encounter further adverse effects, the transition, design, and implementation of a new ERP system, may be much more costly than we anticipated. We are significantly dependent on information technology, and we may be unable to protect our information systems against service interruption, misappropriation of data, or breaches of security.
We are significantly dependent on information technology, and we may be unable to protect our information systems against service interruption, misappropriation of data, or breaches of security.
However, severe weather conditions, including protracted periods of extreme heat or cold, during the planting and growing season in these regions can significantly affect potato crop performance, such as the extreme heat in the Pacific Northwest in the summer of 2021 and the drought in Europe during fiscal 2019, both of which resulted in poor crop and significantly limited supply.
Severe weather conditions, including protracted periods of extreme heat or cold, during the planting and growing season in our potato crop regions have in the past significantly affected, and can significantly affect, potato crop performance and our operations.
Moreover, the growing use of social and digital media by consumers and other stakeholders has greatly increased the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about us, our brands, or our products on social or digital media could damage our reputation and our brands.
If we do not successfully manage ESG-related expectations across stakeholders, it could erode stakeholder trust, impact our reputation and adversely affect our business. Moreover, the growing use of social and digital media by consumers and other stakeholders has greatly increased the speed and extent that information or misinformation and opinions can be shared.
Our selection of voluntary disclosure frameworks and standards, and the 22 Table of Contents interpretation or application of those frameworks and standards, may change from time to time or differ from those of others.
We may be required to expend significant resources to meet these goals and commitments, which could significantly increase our operational costs. Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others.
We need to continue to respond to these changing consumer preferences and support our customers in their efforts to evolve to meet those preferences. For example, as consumers continue to focus on freshly prepared foods, some restaurants may choose to limit the frying capabilities of their kitchens.
For example, as consumers continue to focus on freshly prepared foods and away from processed foods, some restaurants may choose to limit the frying capabilities of their kitchens. As a result, we must evolve our product offering to provide alternatives that work in such a preparation environment.

… 70 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

12 edited+4 added−1 removed9 unchanged
In addition, we have an escalation process in place to inform senior management and the Board of material cyber-related issues. The Audit Committee also reviews with our CIDO, on an annual basis, our global information technology structure and strategic efforts to protect, optimize, and support the growth of the Company.
In addition, we have an escalation process in place to inform senior management and the Board of material cyber-related issues. The Audit Committee also reviews with our CIO, on an annual basis, our global information technology structure and strategic efforts to protect, optimize, and support the growth of the Company.
Our CISO and CIDO regularly update the Audit Committee on the Company's cybersecurity programs, policies, and practices as warranted, including review of the state of the Company's cybersecurity programs and risks, emerging cybersecurity developments, threats and vulnerability, and the Company's strategy and key cybersecurity initiatives designed to improve the Company’s risk posture.
Our CISO and CIO regularly update the Audit Committee on the Company's cybersecurity programs, policies, and practices as warranted, including review of the state of the Company's cybersecurity programs and risks, emerging cybersecurity developments, threats and vulnerability, and the Company's strategy and key cybersecurity initiatives designed to improve the Company’s risk posture.
While we have experienced threats to our data and systems, to date, we are not aware that we have experienced a cybersecurity incident that had, or is reasonably likely to have, a material impact on our business or operations; however, because of the frequently changing attack techniques, along with the increased volume and sophistication of the attacks, there is the potential for the Company to be adversely impacted.
While we have experienced threats to our data and systems, to date, we are not aware of a cybersecurity incident being experienced by the Company that had, or is reasonably likely to have, a material impact on our business or operations; however, because of frequently changing attack techniques and the increased volume and sophistication of the attacks, there is the potential for the Company to be adversely impacted.
As part of our broader risk management and control framework, we have implemented cybersecurity controls over the information technology and process control systems of the Company and of our third-party service providers, to support the oversight and identification of risks from cybersecurity threats.
As part of our broader risk management and control framework, we have implemented cybersecurity controls over the information technology and process control systems of the Company and of our third-party service providers, to support the oversight, identification, and remediation or mitigation of risks from cybersecurity threats.
As part of our cybersecurity risk management program, we conduct information security and data protection training for employees, including training on 23 Table of Contents matters such as phishing, social engineering, cybersecurity awareness, and email security best practices.
As part of our cybersecurity risk management program, we conduct information security and data protection training for employees, including training on matters such as phishing, social engineering, cybersecurity awareness, and email security best practices.
The Board is assisted by the Audit Committee, which regularly reviews our cybersecurity program with management and reports to the Board on its activities on a quarterly basis or more frequently as warranted. Our cybersecurity program is managed by our Chief Information Security Officer (“CISO”), who reports to our Chief Information and Digital Officer (“CIDO”).
The Board is assisted by the Audit Committee, which regularly reviews our cybersecurity program with management and reports to the Board on its activities on a quarterly basis or more frequently as warranted. Our cybersecurity program is managed by our interim Chief Information Security Officer (“CISO”), who reports to our Chief Information Officer (“CIO”).
To support our cybersecurity incident response plan, we conduct tabletop exercises to educate and train our management on response capabilities and inform adjustments to our controls and response. We have engaged third-party cybersecurity firms to advise on these exercises.
To support our cybersecurity incident response plan, we conduct exercises simulating cybersecurity incidents to educate and train our management on response capabilities and inform adjustments to our controls and response. We have engaged third-party cybersecurity firms to advise on these exercises.
Corporate Governance Our Board has ultimate oversight of cybersecurity risk, which it manages as part of our ERM program. This program is utilized in making decisions with respect to company priorities, resource allocations, and oversight structures.
Corporate Governance Our Board has ultimate oversight of cybersecurity risk, which we manage as part of our ERM program. This program is utilized in making decisions with respect to company priorities, resource allocations, and oversight structures.
The Chair of the Audit Committee reports to the full Board on its activities. 24 Table of Contents
The Chair of the Audit Committee reports to the full Board on its activities. 23 Table of Contents
We have added these requirements in new or amended contracts going forward. We also consult with external advisors and specialists, as necessary, regarding opportunities and enhancements to strengthen our cybersecurity practices and policies and implement enhancements to our cybersecurity capabilities based on evolving threats.
We also consult with external advisors and specialists, as necessary, regarding opportunities and enhancements to strengthen our cybersecurity practices and policies and implement enhancements to our cybersecurity capabilities based on evolving threats.
Our CISO has extensive experience assessing and managing cybersecurity programs and cybersecurity risk. Our CISO has served in this position since June 2022 and has over 20 years of experience in information security. His background includes technical experience, strategy and architecture focused roles, cyber and threat experience, and various leadership roles in all areas of information technology.
Our CISO has extensive experience assessing and managing cybersecurity programs and cybersecurity risk. Our CISO has served in this position since March 2025 and has over 20 years of experience in information security.
Further, after engagement, we periodically perform information security assessments of certain third-party service providers that we consider critical to our operations. In addition, recently, we have been including provisions in our supplier contracts that require the suppliers to maintain an effective information security management program and to notify us in the event of a known or suspected cyber incident.
In addition, in new or amended supplier contracts, we look to include provisions that require the suppliers to maintain an effective information 22 Table of Contents security management program and to notify us in the event of a known or suspected cyber incident.
Removed
Our CIDO joined the Company in July 2023 with over 25 years of experience leading digital and information technology teams, including leading all aspects of her prior company’s global enterprise digital roadmap, including finance, supply chain, and commercial solutions as well as data and analytics, including automation and artificial intelligence.
Added
Further, after engagement, we periodically perform information security assessments of certain third-party service providers that we consider critical to our operations.
Added
For suppliers with required access to our data or systems, a cybersecurity risk assessment is performed to identify potential risk to Company systems or data. If risks are identified, we implement measures to mitigate or remediate the risk and, in cases where we cannot do so effectively, we will not grant access to our data or systems to the supplier.
Added
His background includes technical experience, strategy and architecture focused roles, governance, risk, and compliance roles, secure application development and implementation roles, cyber and threat experience, and various leadership roles in several areas of information technology.
Added
Our CIO joined the Company in May 2025 with 35 years of experience in information technology roles, including implementing new information security teams on a global scale and overseeing information technology teams in multiple industries, including wholesale distribution, retail, manufacturing, finance, and information technology services, leading new global software development, and establishing global information security standards for his previous company.

Item 2. Properties

Properties — owned and leased real estate

3 edited+1 added−0 removed3 unchanged
The following table sets forth our principal production and processing facilities as of May 26, 2024: Location Type of Facility and Number Owned/ Leased (Number of Facilities) Domestic: American Falls, ID Production Facility and Cold Storage Owned (1) Boardman, OR Production Facility (2), Production Facility and Cold Storage Owned (3) Connell, WA Production Facility, Cold Storage Owned (1), Leased (1) Delhi, LA Production Facility, Cold Storage, Farm Owned (1), Leased (2) Hermiston, OR Production Facility Owned (1) Park Rapids, MN (a) Production Facility and Cold Storage Owned (1) Pasco, WA Production Facility (2) Owned (2) Paterson, WA Production Facility, Farm (4) Owned (2), Leased (3) Quincy, WA Production Facility Owned (1) Richland, WA Production Facility, Innovation Center Owned (2) Twin Falls, ID Production Facility Owned (1) Warden, WA Production Facility Owned (1) International: Bergen-op-Zoom, The Netherlands Production Facility Owned (1) Broekhuizenvorst, The Netherlands Production Facility Owned (1) Buenos Aires, Argentina Production Facility Owned (1) Hallam, Australia Production Facility and Cold Storage (2) Leased (2) Hollabrunn, Austria (b) Production Facility Owned (1) Kruiningen, The Netherlands Production Facility Owned (1) Oosterbierum, The Netherlands Production Facility Owned (1) Shangdu, China Production Facility Owned (1) Taber, Canada Production Facility and Cold Storage Owned (1) Ulanqab, China Production Facility and Cold Storage Owned (1) Wisbech, The United Kingdom Production Facility Owned (1) _____________________________________________________ (a) We own a 50% interest in this facility through our Lamb Weston RDO joint venture.
The following table sets forth our principal production and processing facilities as of May 25, 2025: Location Type of Facility and Number Owned/ Leased (Number of Facilities) Domestic: American Falls, ID Production Facility and Cold Storage Owned (1) Boardman, OR Production Facility (2), Production Facility and Cold Storage Owned (3) Delhi, LA Production Facility, Cold Storage, Farm Owned (1), Leased (2) Hermiston, OR Production Facility Owned (1) Park Rapids, MN (a) Production Facility and Cold Storage Owned (1) Pasco, WA Production Facility (2) Owned (2) Paterson, WA Production Facility, Farm (4) Owned (2), Leased (3) Quincy, WA Production Facility Owned (1) Richland, WA Production Facility, Innovation Center Owned (2) Twin Falls, ID Production Facility Owned (1) Warden, WA Production Facility Owned (1) International: Bergen-op-Zoom, The Netherlands Production Facility Owned (1) Broekhuizenvorst, The Netherlands Production Facility Owned (1) Buenos Aires, Argentina Production Facility Owned (1) Hallam, Australia Production Facility and Cold Storage (2) Leased (2) Hollabrunn, Austria (b) Production Facility Owned (1) Kruiningen, The Netherlands Production Facility Owned (1) Oosterbierum, The Netherlands Production Facility Owned (1) Shangdu, China Production Facility Owned (1) Taber, Canada Production Facility and Cold Storage Owned (1) Ulanqab, China Production Facility and Cold Storage Owned (1) Wisbech, The United Kingdom Production Facility Owned (1) _____________________________________________________ (a) We own a 50% interest in this facility through our Lamb Weston RDO joint venture.
For more information, see Note 13, Segments, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of this Form 10-K. 25 Table of Contents
For more information, see Note 13, Segments, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of this Form 10-K. 24 Table of Contents
We also own and lease general office/support facilities in the regions in which we operate, including North America, Latin America, Europe, the Middle East, and Asia. Our manufacturing assets are shared across all reportable segments. Therefore, we do not identify or allocate assets by reportable segment.
We also own and lease general office/support facilities in the regions in which we operate, including North America, Latin America, Europe, the Middle East, and Asia. On October 1, 2024, we announced our FY25 Restructuring Plan, which included the closure of one of our manufacturing facilities in Connell, Washington.
Added
For more information, see Note 4, Restructuring, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of this Form 10-K. Our manufacturing assets are shared across all reportable segments. Therefore, we do not identify or allocate assets by reportable segment.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+0 added−2 removed3 unchanged
The graph and table assume that $100 was invested in our common stock, the S&P 500 Index, the S&P 400 Packaged Foods Index, and the S&P 500 Packaged Foods Index on May 24, 2019, and that all dividends were reinvested . The cumulative total return shown below are based on the last trading day in Lamb Weston’s fiscal year.
The graph and table assume that $100 was invested in our common stock, the S&P 500 Index, the S&P 400 Packaged Foods Index, and the S&P 500 Packaged Foods Index on May 29, 2020, and that all dividends were reinvested . The cumulative total return shown below are based on the last trading day in Lamb Weston’s fiscal year.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the New York Stock Exchange under the ticker symbol “LW.” At July 17, 2024, there were 9,930 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the New York Stock Exchange under the ticker symbol “LW.” At July 17, 2025, there were 9,362 holders of record of our common stock.
Repurchases under our share repurchase program may be made at our discretion from time to time on the open market, subject to applicable laws, including pursuant to a repurchase plan administered in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, or through privately negotiated transactions. 27 Table of Contents Performance Graph The following graph and table compare the cumulative total return on our common stock with the cumulative total return of the Standard & Poor’s (“S&P”) 500 Index, the S&P 400 Packaged Foods Index, which we consider to be our peer group, and the S&P 500 Packaged Foods Index for the five years ended May 24, 2024 (the last trading day of our fiscal year).
Repurchases under our share repurchase program may be made at our discretion from time to time on the open market, subject to applicable laws, including pursuant to a repurchase plan administered in accordance with Rule 10b5-1 under the Exchange Act, or through privately negotiated transactions or accelerated share repurchases or other structured transactions. 25 Table of Contents Performance Graph The following graph and table compare the cumulative total return on our common stock with the cumulative total return of the Standard & Poor’s (“S&P”) 500 Index, the S&P 400 Packaged Foods Index, which we consider to be our peer group, and the S&P 500 Packaged Foods Index for the five years ended May 25, 2025 (the last trading day of our fiscal year).
Purchases of Equity Securities by the Issuer The following table presents information related to total shares purchased during the periods presented below: Period Total Number of Shares (or Units) Purchased (a) Average Price Paid Per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (b) Approximate Dollar Value of Maximum Number of Shares that May Yet be Purchased Under Plans or Programs (in millions) (b) February 26, 2024 through March 24, 2024 17 $ 102.05 — $ 450.0 March 25, 2024 through April 21, 2024 248,661 $ 80.66 247,962 $ 430.0 April 22, 2024 through May 26, 2024 483,621 $ 82.91 482,341 $ 390.0 Total 732,299 _____________________________________________________ (a) Represents repurchased shares of our common stock under our publicly announced share repurchase program, which were repurchased at a weighted average price of $82.15 per share, and shares withheld from employees to cover income and payroll taxes on equity awards that vested during the period.
Purchases of Equity Securities by the Issuer The following table presents information related to total shares purchased during the periods presented below: Period Total Number of Shares (or Units) Purchased (a) Average Price Paid Per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (b) Approximate Dollar Value of Maximum Number of Shares that May Yet be Purchased Under Plans or Programs (in millions) (b) February 24, 2025 through March 23, 2025 957 $ 52.73 0 $ 458 March 24, 2025 through April 20, 2025 595,178 $ 54.61 584,451 $ 426 April 21, 2025 through May 25, 2025 1,313,220 $ 51.88 1,310,777 $ 358 Total 1,909,355 _____________________________________________________ (a) Represents repurchased shares of our common stock under our publicly announced share repurchase program, which were repurchased at a weighted average price of $52.76 per share, and shares withheld from employees to cover income and payroll taxes on equity awards that vested during the period.
May 24, 2019 May 29, 2020 May 28, 2021 May 27, 2022 May 26, 2023 May 24, 2024 Lamb Weston $ 100 $ 98 $ 136 $ 114 $ 186 $ 153 S&P 500 Index $ 100 $ 110 $ 154 $ 155 $ 159 $ 204 S&P 400 Packaged Foods Index $ 100 $ 95 $ 112 $ 108 $ 111 $ 119 S&P 500 Packaged Foods Index $ 100 $ 107 $ 127 $ 134 $ 148 $ 133 The above performance graph and other information furnished under this Part II, Item 5 of this Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the provisions of Section 18, of the Securities Exchange Act of 1934, as amended.
May 29, 2020 May 28, 2021 May 27, 2022 May 26, 2023 May 24, 2024 May 23, 2025 Lamb Weston $ 100 $ 139 $ 116 $ 190 $ 157 $ 91 S&P 500 Index $ 100 $ 140 $ 141 $ 145 $ 185 $ 205 S&P 400 Packaged Foods Index $ 100 $ 118 $ 113 $ 117 $ 126 $ 120 S&P 500 Packaged Foods Index $ 100 $ 119 $ 124 $ 137 $ 124 $ 113 The above performance graph and other information furnished under this Part II, Item 5 of this Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the provisions of Section 18, of the Exchange Act.
On October 11, 2023, we announced that our Board had increased our share repurchase authorization under the program to an aggregate of $500.0 million of our common stock, including $123.9 million of previously authorized but unused capacity under the program. As of May 26, 2024, $390.0 million remained authorized and available for repurchase under this program.
(b) On December 19, 2024, we announced that the Board increased our total share repurchase authorization under our existing $500 million share repurchase program (originally announced in 2018 and amended in 2021) by $250 million to an aggregate amount of $750 million. As of May 25, 2025, approximately $358 million remained authorized and available for repurchase under the program.
Removed
(b) On December 20, 2018, we announced that our Board had authorized a $250.0 million share repurchase program with no expiration date.
Removed
On December 17, 2021, we announced that our Board had authorized the repurchase of an additional $250.0 million of our common stock under this program, bringing the total amount authorized under the program to $500.0 million of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

46 edited+42 added−73 removed22 unchanged
The determination of sales incentive and trade promotion costs requires judgment and may change in the future as a result of changes in customer demand for our products, promotion participation, particularly for new programs related to the introduction of new products.
The determination of sales incentive and trade promotion costs requires judgment and may change in the future as a result of changes in customer demand for our products and promotion participation, particularly for new programs related to the introduction of new products.
The estimates for sales incentives are based principally on historical sales and redemption rates, influenced by judgments about current market conditions such as competitive activity in specific product categories. 36 Table of Contents Trade promotion programs include introductory marketing funds such as slotting fees, cooperative marketing programs, temporary price reductions, and other activities conducted by our customers to promote our products.
The estimates for sales incentives are based principally on historical sales and redemption rates, influenced by judgments about current market conditions such as competitive activity in specific product categories. 32 Table of Contents Trade promotion programs include introductory marketing funds such as slotting fees, cooperative marketing programs, temporary price reductions, and other activities conducted by our customers to promote our products.
Financial Statements and Supplementary Data” of this Form 10-K. 37 Table of Contents New and Recently Issued Accounting Standards For a listing of new and recently issued accounting standards, see Note 1, Nature of Operations and Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in “Part II, Item 8.
Financial Statements and Supplementary Data” of this Form 10-K. 33 Table of Contents New and Recently Issued Accounting Standards For a listing of new and recently issued accounting standards, see Note 1, Nature of Operations and Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in “Part II, Item 8.
Financial Statements and Supplementary Data” of this Form 10-K for more information. • Short-term borrowings and long-term debt, including current portion . See Note 6, Debt and Financing Obligations, for more information on debt payments and the timing of expected future payments. • Leases .
Financial Statements and Supplementary Data” of this Form 10-K for more information. • Short-term borrowings and long-term debt, including current portion . See Note 8, Debt and Financing Obligations, for more information on debt payments and the timing of expected future payments. • Leases .
For more information about our debt, including among other items, our new global revolving credit agreement and term loan facilities, interest rates, maturity dates, and covenants, see Note 6, Debt and Financing Obligations, of the Notes to the Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
For more information about our debt, including among other items, our revolving credit agreement, term loan facilities, interest rates, maturity dates, and covenants, see Note 8, Debt and Financing Obligations, of the Notes to the Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
While it is difficult to predict the final outcome or timing of resolution for any particular matter, we believe that the accruals for unrecognized tax benefits at May 26, 2024, reflect the estimated outcome of known tax contingencies as of such date in accordance with accounting for uncertainty in income taxes under ASC 740. • We recognize the tax impact of including certain foreign earnings in U.S. taxable income as a period cost.
While it is difficult to predict the final outcome or timing of resolution for any particular matter, we believe that the accruals for unrecognized tax benefits at May 25, 2025, reflect the estimated outcome of known tax contingencies as of such date in accordance with accounting for uncertainty in income taxes under ASC 740. • We recognize the tax impact of including certain foreign earnings in U.S. taxable income as a period cost.
Discussions of fiscal 2022 items and fiscal year comparisons between fiscal 2023 and 2022 that are not included in this Form 10-K can be found in “Part II, Item 7.
Discussions of fiscal 2023 items and fiscal year comparisons between fiscal 2024 and 2023 that are not included in this Form 10-K can be found in “Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended May 28, 2023, which we filed with the SEC on July 25, 2023. Results for the fiscal year ended May 26, 2024 are not necessarily indicative of results that may be attained in the future.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended May 26, 2024, which we filed with the SEC on July 24, 2024. Results for the fiscal year ended May 25, 2025 are not necessarily indicative of results that may be attained in the future.
At May 26, 2024, we were in compliance with all covenants contained in our credit agreements. Obligations and Commitments As part of our ongoing operations, we enter into arrangements that obligate us to make future payments under contracts such as debt agreements, lease agreements, potato supply agreements, and unconditional purchase obligations.
At May 25, 2025, we were in compliance with all covenants contained in our credit agreements. Obligations and Commitments As part of our ongoing operations, we enter into arrangements that obligate us to make future payments under contracts such as debt agreements, lease agreements, potato supply agreements, and unconditional purchase obligations.
Refer to “Non-GAAP Financial Measures” below for the definitions of Adjusted EBITDA, Adjusted Gross Profit, Adjusted SG&A, Adjusted Income from Operations, Adjusted Equity Method Investment Earnings, Adjusted Net Income, and Adjusted Diluted EPS, and a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, net income, gross profit, SG&A, income from operations, equity method investment earnings, and diluted EPS, as applicable.
Refer to “Non-GAAP Financial Measures” below for the definitions of Adjusted EBITDA, Adjusted Gross Profit, Adjusted SG&A, and Adjusted Equity Method Investment Earnings, and a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, net income, gross profit, SG&A, and equity method investment earnings, as applicable.
Changes in valuation allowances from period to period are included in the tax provision. • We establish accruals for unrecognized tax benefits when, despite the belief that our tax return positions are fully supported, we believe that an uncertain tax position does not meet the recognition threshold of Accounting Standards Codification (“ASC”) 740, Income Taxes .
Changes in valuation allowances from period to period are included in the tax provision. • We establish accruals for unrecognized tax benefits when, despite the belief that our tax return positions are fully supported, we believe that an uncertain tax position does not meet the recognition threshold of ASC 740, Income Taxes .
These measures are not substitutes for their comparable GAAP financial measures, such as net income, gross profit, SG&A, income from operations, equity method investment earnings, diluted EPS, or other measures prescribed by GAAP, and there are limitations to using non-GAAP financial measures.
These measures are not substitutes for their comparable GAAP financial measures, such as net income, gross profit, SG&A, equity method investment earnings, or other measures prescribed by GAAP, and there are limitations to using non-GAAP financial measures.
Financial Statements and Supplementary Data” of this Form 10-K. Non-GAAP Financial Measures To supplement the financial information included in this report, we have presented Adjusted EBITDA, Adjusted Gross Profit, Adjusted SG&A, Adjusted Income from Operations, Adjusted Equity Method Investment Earnings, Adjusted Net Income, and Adjusted Diluted EPS, each of which is considered a non-GAAP financial measure.
Financial Statements and Supplementary Data” of this Form 10-K. Non-GAAP Financial Measures To supplement the financial information included in this report, we have presented Adjusted EBITDA, Adjusted Gross Profit, Adjusted SG&A, and Adjusted Equity Method Investment Earnings, each of which is considered a non-GAAP financial measure.
We have also presented Adjusted EBITDA, Adjusted Gross Profit, Adjusted Selling, General and Administrative expenses (“SG&A”), Adjusted Income from Operations, Adjusted Equity Method Investment Earnings, Adjusted Net Income, and Adjusted Diluted EPS, each of which is considered a non-GAAP financial measure, to supplement the financial information included in this report.
We have also presented Adjusted EBITDA, Adjusted Gross Profit, Adjusted Selling, General and Administrative expenses (“SG&A”), and Adjusted Equity Method Investment Earnings, each of which is considered a non-GAAP financial measure, to supplement the financial information included in this report.
A $95.9 million charge ($72.9 million after-tax, or $0.50 per share) 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. iii.
In fiscal 2024, we recorded a $95.9 million charge ($72.9 million after-tax, or $0.50 per share) 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.
Approximately $95 million of losses ($72 million after-tax) related to the ERP transition in the fiscal third quarter, including approximately $83 million in the North America segment, approximately $5 million in the International segment, and $7 million of unallocated corporate costs. ii.
In fiscal 2024, we estimate that we incurred approximately $95 million of losses ($72 million after-tax) related to the ERP transition in the fiscal third quarter, including approximately $83 million in the North America segment, approximately $5 million in the International segment, and $7 million of unallocated corporate costs. x.
Cash Flows Below is a summary table of our cash flows, followed by a discussion of the sources and uses of cash through operating, investing, and financing activities: For the Fiscal Years Ended May (in millions) 2024 2023 Net cash flows provided by (used for): Operating activities $ 798.2 $ 761.7 Investing activities (984.1) (1,340.9) Financing activities (48.0) 340.8 (233.9) (238.4) Effect of exchange rate changes on cash and cash equivalents 0.5 18.2 Net decrease in cash and cash equivalents (233.4) (220.2) Cash and cash equivalents, beginning of period 304.8 525.0 Cash and cash equivalents, end of period $ 71.4 $ 304.8 Operating Activities During fiscal 2024, cash provided by operating activities increased $36.5 million to $798.2 million, compared to $761.7 million for fiscal 2023.
Cash Flows Below is a summary table of our cash flows, followed by a discussion of the sources and uses of cash through operating, investing, and financing activities: For the Fiscal Years Ended May (in millions, except percentages) 2025 2024 Net cash flows provided by (used for): Operating activities 868.3 798.2 Investing activities (648.0) (984.1) Financing activities (225.0) (48.0) (4.7) (233.9) Effect of exchange rate changes on cash and cash equivalents 4.0 0.5 Net decrease in cash and cash equivalents (0.7) (233.4) Cash and cash equivalents, beginning of period 71.4 304.8 Cash and cash equivalents, end of period 70.7 71.4 30 Table of Contents Operating Activities During fiscal 2025, cash provided by operating activities increased $70.1 million to $868.3 million, compared to $798.2 million for fiscal 2024.
For example, the non-GAAP financial measures presented in this report may differ from similarly titled non-GAAP financial measures presented by other companies, and other companies may not define these non-GAAP financial measures the same way we do. The following table reconciles net income to Adjusted EBITDA.
For example, the non-GAAP financial measures presented in this report may differ from similarly titled non-GAAP financial measures presented by other companies, and other companies may not define these non-GAAP financial measures the same way we do.
An estimated $40 million loss ($30 million after-tax, or $0.20 per share) related to the voluntary product withdrawal. The total charge to the reporting segments was approximately $19 million to the North America segment and approximately $21 million to the International segment. (c) Income from operations included: i.
The total charge to reporting segments was approximately $19 million to the North America segment and approximately $12 million to the International segment. Fiscal year 2024 included an estimated $40 million loss ($30 million after-tax, or $0.20 per share) related to the voluntary product withdrawal.
At May 26, 2024 and May 28, 2023, we had $90.0 million and $86.1 million, respectively, of accrued trade promotions payable recorded in “Accrued liabilities” on our Consolidated Balance Sheets.
At May 25, 2025 and May 26, 2024, we had $88.2 million and $90.0 million, respectively, of accrued trade promotions payable recorded in “Accrued liabilities” on our Consolidated Balance Sheets.
We offer a broad product portfolio to a diverse channel and customer base in over 100 countries. French fries represent most of our value-added frozen potato product portfolio. During fiscal 2024, we operated our business in two reportable segments: North America and International. We report net sales and adjusted EBITDA by segment and on a consolidated basis.
French fries represent most of our value-added frozen potato product portfolio. During fiscal 2025, we operated our business in two reportable segments: North America and International. We report net sales and adjusted EBITDA by segment and on a consolidated basis.
A $24.9 million unrealized gain ($18.6 million after-tax, or $0.13 per share) and a $74.4 million unrealized loss ($55.4 million after-tax, or $0.38 per share) related to mark-to-market adjustments associated with commodity and currency hedging contracts for fiscal 2024 and 2023, respectively; and iv.
A $23.1 million unrealized gain ($17.2 million after-tax, or $0.12 per share) and a $24.9 million unrealized gain ($18.6 million after-tax, or $0.13 per share) related to mark-to-market adjustments associated with commodity and currency hedging contracts for fiscal 2025 and 2024, respectively; iv.
Net integration and acquisition-related items were a loss of $12.8 million ($9.6 million after-tax, or $0.07 per share) and a gain of $21.8 million ($12.2 million after-tax, or $0.08 per share) related to actions taken to mitigate the effect of changes in currency rates on the purchase of the remaining equity interest in LW EMEA, net of other acquisition-related costs, for fiscal 2024 and 2023, respectively; ii.
In fiscal 2024, we recorded a $12.8 million loss ($9.6 million after-tax, or $0.07 per share) related to actions taken to mitigate the effect of changes in currency rates on the purchase of the remaining equity interest in LW EMEA, net of other acquisition-related costs; vii.
See Note 7, Leases, for more information on our operating and finance lease obligations and timing of expected future payments. • Purchase obligations and capital commitments .
See Note 9, Leases, for more information on our operating and finance lease obligations and timing of expected future payments. The total obligation amount for leases includes imputed interest. • Purchase obligations and capital commitments .
This does not reflect a reduction for future estimated capitalized interest amounts. 35 Table of Contents Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements as of May 26, 2024 that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources.
Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements as of May 25, 2025 that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources.
(b) Amounts represent estimated future interest payments assuming our long-term debt is held to maturity and using interest rates in effect as of May 26, 2024.
(b) Amounts represent estimated future interest payments assuming our long-term debt is held to maturity and using interest rates in effect as of May 25, 2025. This does not reflect a reduction for future estimated capitalized interest amounts.
See “Results of Operations” in this MD&A for more information related to the increase in income from operations. Investing Activities Investing activities used $984.1 million of cash in fiscal 2024, compared with $1,340.9 million in fiscal 2023.
This was partially offset by a $279.0 million decrease in net income, adjusted for non-cash income and expenses . See “Results of Operations” in this MD&A for more information related to the decrease in income from operations. Investing Activities Investing activities used $648.0 million of cash in fiscal 2025, compared with $984.1 million in fiscal 2024.
The increase in our total debt reflected increased borrowing under our credit facilities, predominantly to finance working capital requirements and capital projects. For more information, see Note 6, Debt and Financing Obligations, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” in this Form 10-K.
The increase in our total debt reflected increased borrowing under a new term loan agreement. For more information, see Note 8, Debt and Financing Obligations, of the Notes to Consolidated Financial Statements in “Part II, Item 8.
Excluding the benefit from the Acquisitions, the impact of higher costs per pound, lower sales volumes, and approximately $21 million of allocated losses related to the voluntary product withdrawal, $9.9 million charge for the write-off of excess raw potatoes, and an approximately $5 million negative impact related to the ERP transition, more than offset the benefit of inflation-driven pricing actions.
These costs more than offset lapping a $9.9 million charge for the write-off of excess raw potatoes, approximately $9 million, net of allocated losses related to the voluntary product withdrawal, and an approximately $5 million negative impact related to the ERP transition in the prior year.
Overview Lamb Weston is a leading global producer, distributor, and marketer of value-added frozen potato products. We are the number one supplier of value-added frozen potato products in North America and are a leading supplier of value-added frozen potato products internationally, with a strong and growing presence in high-growth emerging markets.
We are the number one supplier of value-added frozen potato products in North America and are a leading supplier of value-added frozen potato products internationally, with a strong and growing presence in high-growth emerging markets. We offer a broad product portfolio to a diverse channel and customer base in over 100 countries.
Foreign currency exchange losses of $10.6 million ($8.0 million after-tax, or $0.05 per share) and $5.5 million ($4.1 million after-tax, or $0.03 per share) for fiscal 2024 and 2023, respectively.
Foreign currency exchange losses of $15.2 million ($10.9 million after-tax, or $0.07 per share) and $28.6 million ($21.4 million after-tax, or $0.14 per share) for fiscal 2025 and 2024, respectively. v.
A $20.7 million ($15.4 million after-tax, or $0.11 per share) and $27.0 million ($20.0 million after-tax, or $0.14 per share) charge related to the step-up and sale of inventory following completion of the LW EMEA Acquisition for fiscal 2024 and 2023, respectively; iii.
In fiscal 2024, we recorded a $20.7 million ($15.4 million after-tax, or $0.11 per share) charge related to the step-up and sale of inventory following completion of the LW EMEA Acquisition; and viii. In fiscal 2025, we recorded an estimated $31 million loss related to the voluntary product withdrawal that was initiated in the fourth quarter of fiscal 2024.
A summary of our material cash requirements for our known contractual obligations as of May 26, 2024 are as follows: (in millions) Total Payable within 12 Months Short-term borrowings and long-term debt, including current portion (a) $ 3,836.7 $ 381.0 Interest on long-term debt (b) 935.7 180.8 Leases (a) 180.9 34.9 Purchase obligations and capital commitments (a) 1,148.4 591.0 Total $ 6,101.7 $ 1,187.7 _____________________________________________________ (a) See the below Notes to the Consolidated Financial Statements included in “Part II, Item 8.
The unconditional purchase obligations are enforceable and legally binding arrangements entered into in the normal course of business to ensure adequate levels of sourced product are available. 31 Table of Contents A summary of our material cash requirements for our known contractual obligations as of May 25, 2025 are as follows: (in millions) Total Payable within 12 Months Short-term borrowings and long-term debt, including current portion (a) $ 4,148.2 $ 448.6 Interest on long-term debt (b) 876.9 184.4 Leases (a) 150.5 28.8 Purchase obligations and capital commitments (a) 1,011.0 309.0 Total $ 6,186.6 $ 970.8 _____________________________________________________ (a) See the below Notes to the Consolidated Financial Statements included in “Part II, Item 8.
Financial Statements and Supplementary Data” in this Form 10-K. Equity Method Investment Earnings We conducted business through unconsolidated joint ventures during fiscal 2024 and 2023.
Financial Statements and Supplementary Data” in this Form 10-K. Equity Method Investment Earnings Equity method investment earnings from unconsolidated joint ventures were $15.2 million and $26.0 million for fiscal 2025 and 2024, respectively.
In addition, we used $51.6 million of cash to repurchase 569,698 shares of our common stock at an average price of $78.99 per share and withheld 83,974 shares from employees to cover income and payroll taxes on equity awards that vested during the year.
We used $294.4 million to repurchase an aggregate of 4,867,449 shares at a weighted-average price of $57.94 per share and withheld 216,317 shares from employees to cover income and payroll taxes on equity awards that vested during the period. In addition, we paid $206.9 million in cash dividends to common stockholders.
We expect to use approximately $850 million, excluding acquisitions, if any, for investing activities, in fiscal 2025 as we continue construction of our capacity expansion efforts in the Netherlands and Argentina, as well as capital investments to upgrade our information systems and ERP infrastructure. 34 Table of Contents Financing Activities During fiscal 2024, proceeds from short-term borrowings and debt issuances were $756.9 million, of which $164.9 million were short-term and $592.0 million related to upsizing our term loan borrowing capacity in connection with entering into a new term loan credit agreement in May 2024.
During fiscal 2024, proceeds from short-term borrowings and debt issuances were $756.9 million, of which $164.9 million were short-term and $592.0 million related to upsizing our term loan borrowing capacity in connection with entering into a new term loan credit agreement in May 2024.
Critical accounting estimates are those that are most important to the portrayal of our financial condition and operating results. These estimates require management’s most difficult, subjective, or complex judgments. We review the development, selection, and disclosure of our critical accounting estimates with the Audit Committee of our Board.
Critical Accounting Estimates Critical accounting estimates are those that are most important to the portrayal of our financial condition and operating results. These estimates require management’s most difficult, subjective, or complex judgments. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP with no need for the application of our judgment.
For the Fiscal Years Ended May 2024 (a) 2023 Net income (b) $ 725.5 $ 1,008.9 Interest expense, net 135.8 109.2 Income tax expense 230.0 224.6 Income from operations including equity method investment earnings (c) 1,091.3 1,342.7 Depreciation and amortization 306.2 247.4 Unrealized derivative (gains) and losses (24.9) 41.7 Unconsolidated joint venture unrealized derivative losses — 32.7 Foreign currency exchange losses 10.6 5.5 Items impacting comparability: Inventory step-up from acquisition 20.7 27.0 Integration and acquisition-related items, net 12.8 (21.8) Gain on acquisition of interest in joint venture (d) — (425.8) Adjusted EBITDA $ 1,416.7 $ 1,249.4 _____________________________________________________ (a) Fiscal 2024 included the consolidated financial statements of LW EMEA whereas in the first three quarters of fiscal 2023, LW EMEA’s financial results were recorded in “Equity method investment earnings.” For more information about the LW EMEA Acquisition, see Note 11, Acquisitions, of the Notes to Consolidated Financial Statements. 38 Table of Contents (b) Net income for fiscal 2024 included the following: i.
The following table reconciles net income to Adjusted EBITDA: For the Fiscal Years Ended May (in millions) 2025 2024 Net income (a) $ 357.2 $ 725.5 Interest expense, net 180.0 135.8 Income tax expense 143.1 230.0 Income from operations including equity method investment earnings 680.3 1,091.3 Depreciation and amortization (b) 378.2 306.2 Unrealized derivative gains (23.1) (24.9) Foreign currency exchange losses 15.2 28.6 Blue chip swap transaction gains (21.1) (18.0) Items impacting comparability: Restructuring Plan and other expenses 185.8 — Shareholder activism expense 5.2 — Inventory step-up from acquisition — 20.7 Integration and acquisition-related items, net — 12.8 Adjusted EBITDA $ 1,220.5 $ 1,416.7 _____________________________________________________ (a) Net income included: i.
We believe we have sufficient liquidity to meet our business requirements for at least the next 12 months. Cash generated by operations, supplemented by our total cash and availability under our credit facilities, is our primary source of liquidity for funding business requirements.
We ended fiscal 2025 with $70.7 million of cash and cash equivalents and approximately $1.2 billion of availability under our revolving credit facility. We believe we have sufficient liquidity to meet our business requirements for at least the next 12 months and the foreseeable future thereafter.
(d) Included in Adjusted EBITDA is a gain on acquisition interest in joint ventures of $425.8 million ($379.5 million, or $2.62 per share) of non-cash gains related to the remeasurement of our initial equity interests to fair value, including a $410.7 million non-cash gain ($364.4 million after-tax, or $2.52 per share) for LW EMEA and a $15.1 million non-cash gain (before and after-tax, or $0.10 per share) for LWAMSA. 39 Table of Contents The following tables reconcile gross profit to Adjusted Gross Profit, SG&A to Adjusted SG&A, income from operations to Adjusted Income from Operations, equity method investment earnings to Adjusted Equity Method Investment Earnings, net income to Adjusted Net Income, and diluted EPS to Adjusted Diluted EPS: Fiscal Year Ended May 26, 2024 Gross Profit SG&A Income From Operations Equity Method Investment Earnings (Loss) Net Income Diluted EPS (a) As reported $ 1,766.7 $ 701.4 $ 1,065.3 $ 26.0 $ 725.5 $ 4.98 Unrealized derivative gains and losses (28.7) (3.8) (24.9) — (18.6) (0.13) Foreign currency exchange losses — (10.6) 10.6 — 8.0 0.05 Items impacting comparability: Inventory step-up from acquisition 20.7 — 20.7 — 15.4 0.11 Integration and acquisition-related items, net — (12.8) 12.8 — 9.6 0.07 Total adjustments (8.0) (27.2) 19.2 — 14.4 0.10 Adjusted (b) $ 1,758.7 $ 674.2 $ 1,084.5 $ 26.0 $ 739.9 $ 5.08 Fiscal Year Ended May 28, 2023 As reported $ 1,432.1 $ 550.0 $ 882.1 $ 460.6 $ 1,008.9 $ 6.95 Unrealized derivative losses 37.5 (4.2) 41.7 32.7 55.4 0.38 Foreign currency exchange losses — (5.5) 5.5 — 4.1 0.03 Items impacting comparability: Gain on acquisition of interest in joint ventures — — — (425.8) (379.5) (2.62) Inventory step-up from acquisition 27.0 — 27.0 — 20.0 0.14 Integration and acquisition-related items, net — 21.8 (21.8) — (12.2) (0.08) Total adjustments 64.5 12.1 52.4 (393.1) (312.2) (2.15) Adjusted (b) $ 1,496.6 $ 562.1 $ 934.5 $ 67.5 $ 696.7 $ 4.80 _____________________________________________________ (a) Diluted weighted average common shares were 145.6 million and 145.2 million at the end of fiscal 2024 and 2023, respectively.
(b) Depreciation and amortization included interest expense, income tax expense, and depreciation and amortization from equity method investments of $8.2 million and $8.3 million for fiscal 2025 and 2024, respectively. 35 Table of Contents The following tables reconcile gross profit to Adjusted Gross Profit, SG&A to Adjusted SG&A, and Equity Method Investment Earnings to Adjusted Equity Method Investment Earnings: (in millions) Gross Profit SG&A Equity Method Investment Earnings Fiscal Year Ended May 25, 2025 As reported $ 1,398.6 $ 633.5 $ 15.2 Unrealized derivative gains and losses (13.4) 9.7 — Foreign currency exchange losses — (15.2) — Blue chip swap transaction gains — 21.1 — Items impacting comparability: Restructuring Plan and other expenses 75.3 — 10.5 Shareholder activism expense — (5.2) — Total adjustments 61.9 10.4 10.5 Adjusted (a) $ 1,460.5 $ 643.9 $ 25.7 Fiscal Year Ended May 26, 2024 As reported $ 1,766.7 $ 701.4 $ 26.0 Unrealized derivative gains and losses (28.7) (3.8) — Foreign currency exchange losses — (28.6) — Blue chip swap transaction gains — 18.0 — Items impacting comparability: Inventory step-up from acquisition 20.7 — — Integration and acquisition-related items, net — (12.8) — Total adjustments (8.0) (27.2) — Adjusted (a) $ 1,758.7 $ 674.2 $ 26.0 _____________________________________________________ (a) See the footnotes in the reconciliation of net income to Adjusted EBITDA above for a discussion of the items impacting comparability. 36 Table of Contents
Gross profit and Adjusted Gross Profit in the current fiscal year was impacted by: • An estimated $88 million of pre-tax losses related to lower customer order fulfillment rates and other pre-tax costs associated with the ERP transition in the fiscal third quarter; • An $85.1 million pre-tax charge for the write-off of excess raw potatoes ($64.6 million in the fiscal second quarter and $20.5 million in the fiscal third quarter), largely attributable to soft restaurant traffic trends in North America and other key international markets; and • An estimated $40 million of pre-tax losses related to the voluntary product withdrawal, of which approximately $21 million was allocated to the International segment and approximately $19 million was allocated to the North America segment in the fiscal fourth quarter.
The increased costs were partially offset by lapping an estimated $88 million of pre-tax losses associated with the ERP transition in fiscal 2024; $85.1 million pre-tax charge for the write-off of excess raw potatoes; and an estimated $9 million incremental pre-tax loss related to the voluntary product withdrawal initiated in the fourth quarter of the prior year.
Interest Expense, Net Interest expense, net in fiscal 2024 increased $26.6 million, or 24%, to $135.8 million. The increase in interest expense was driven by higher total debt and higher borrowing rates associated with our variable-rate credit facilities, partially reduced by $49.5 million of capitalized interest in fiscal 2024, an increase of $32.0 million over the prior year.
Interest Expense, Net Interest expense, net in fiscal 2025 increased $44.2 million, or 33%, to $180.0 million. The increase in interest expense, net was driven by a decline of $23.6 million of capitalized interest in fiscal 2025, compared to the prior fiscal year, and higher borrowings during the year.
We have made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are differences between these estimates and actual results, our Consolidated Financial Statements may be affected. Acquisitions From time to time, we may enter into business combinations.
See Note 1 to the Consolidated Financial Statements for a detailed discussion of significant accounting policies. We review the development, selection, and disclosure of our critical accounting estimates with the Audit Committee of our Board. We have made appropriate accounting estimates based on the facts and circumstances available as of the reporting date.
Sales promotions include, but are not limited to, discounts, coupons, rebates, and volume-based incentives.
To the extent there are differences between these estimates and actual results, our Consolidated Financial Statements may be affected. Sales Incentives and Trade Promotion Allowances We promote our products with advertising, consumer incentives, and trade promotions. Sales promotions include, but are not limited to, discounts, coupons, rebates, and volume-based incentives.
Despite a challenging near-term operating environment, we believe the actions we are taking to continue to strengthen our portfolio and capabilities, including investments to modernize our asset base, position us to continue to support our customers and create value for our stakeholders over the long term. 30 Table of Contents Results of Operations Fiscal Year Ended May 26, 2024 Compared to Fiscal Year Ended May 28, 2023 Year Ended (in millions, except percentages) May 26, 2024 May 28, 2023 % Increase (Decrease) Segment net sales North America $ 4,363.2 $ 4,249.4 3% International 2,104.4 1,101.2 91% $ 6,467.6 $ 5,350.6 21% Segment Adjusted EBITDA North America $ 1,263.1 $ 1,162.3 9% International $ 331.9 $ 231.0 44% Net Sales Lamb Weston’s net sales for fiscal 2024 increased $1,117.0 million, or 21%, to $6,467.6 million, and included $1,107.4 million of incremental sales attributable to the consolidation of the financial results of LW EMEA and LWAMSA beginning in our fiscal fourth and first quarters of fiscal 2023, respectively.
Results of Operations Fiscal Year Ended May 25, 2025 Compared to Fiscal Year Ended May 26, 2024 For the Fiscal Years Ended May (in millions, except percentages) 2025 2024 % Increase (Decrease) Segment net sales North America $ 4,265.2 $ 4,363.2 (2)% International 2,186.1 2,104.4 4% $ 6,451.3 $ 6,467.6 —% Segment Adjusted EBITDA North America $ 1,101.4 $ 1,263.1 (13)% International $ 253.7 $ 331.9 (24)% Net Sales Lamb Weston’s net sales declined $16.3 million to $6,451.3 million in fiscal 2025.
Financial Statements and Supplementary Data” in this Form 10-K. 29 Table of Contents Executive Summary The following highlights our financial results for fiscal 2024. For more information, refer to the “Results of Operations” and “Non-GAAP Financial Measures” sections below.
A detailed review of our fiscal 2025 performance compared to fiscal 2024 is included in the “Results of Operations” and “Non-GAAP Financial Measures” sections below. For more information related to the FY25 Restructuring Plan, see Note 4, Restructuring, of the Notes to Consolidated Financial Statements in “Part II, Item 8.
Removed
For more information, refer to the “Results of Operations” and “Non-GAAP Financial Measures” sections below. Acquisitions of Joint Venture Interests In February 2023, we completed the acquisition of the remaining 50% equity interest in LW EMEA (the “LW EMEA Acquisition”).
Added
For more information, refer to the “Results of Operations” and “Non-GAAP Financial Measures” sections below. Overview Lamb Weston is a leading global producer, distributor, and marketer of value-added frozen potato products.
Removed
In addition, in July 2022, we acquired an additional 40% interest in LWAMSA (together with the LW EMEA Acquisition, the “Acquisitions”). With the completion of the Acquisitions, we own 100% and 90% of the equity interests in LW EMEA and LWAMSA, respectively.
Added
Financial Statements and Supplementary Data” in this Form 10-K. Executive Summary We ended the year with improved trends in customer wins and retention, leading to volume growth for the full year. Inflationary pressure persisted in fiscal 2025, which contributed to consumer uncertainty and lower overall restaurant traffic and frozen potato demand.
Removed
We acquired the remaining interest in LW EMEA for consideration consisting of €531.6 million ( $564.0 million ) in cash, which excludes settlement of pre-existing relationships and cash held by LW EMEA, and 1,952,421 shares of our common stock (valued at $197.3 million as of the acquisition closing date) .
Added
To compete in this highly competitive environment, we supported our customers with price and trade investments. Halfway through the year, we made important changes to adapt to the evolving environment and put our business on a path back to growth.
Removed
We used $42.3 million of cash to acquire the additional equity interest in LWAMSA. We began consolidating LW EMEA’s and LWAMSA’s results in our Consolidated Financial Statements following the respective acquisitions. The results are included in our International segment. We discuss the Acquisitions in more detail in Note 11, Acquisitions, in “Part II, Item 8.
Added
We announced our FY25 Restructuring Plan, which included the permanent closure of one of our manufacturing facilities, temporarily curtailing certain production lines across our manufacturing network in North America, and other operating and capital expense reductions. We continue to make important changes to adapt to the evolving environment.
Removed
Financial Statements and Supplementary Data” of this Form 10-K. Changes in our fiscal 2024 financial results compared to fiscal 2023 were primarily driven by the consolidation of the financial results of LW EMEA for the full year as compared to only the fourth quarter of fiscal 2023.
Added
On July 23, 2025, we outlined “Focus to Win,” a new strategic plan to focus on four pillars including (1) prioritizing markets and channels, (2) strengthening customer partnerships, (3) achieving executional excellence and (4) setting the pace for industry-leading innovation.
Removed
In fiscal 2024, our net sales increased 21% as compared to the prior year, primarily driven by incremental sales related to the LW EMEA Acquisition, and to a significantly lesser extent, an incremental 40% interest in LWAMSA.
Added
This strategic plan includes our Cost Savings Program which is expected to deliver at least $250 million of annualized run rate savings by the end of fiscal year 2028. Approximately $200 million of these annualized cost savings are expected by the end of fiscal year 2027.
Removed
Excluding the incremental sales from the Acquisitions, our net sales increased modestly as inflation-driven pricing actions in each of our business segments were essentially offset by a decline in sales volume.
Added
In addition, we expect to generate approximately $120 million of working capital improvements, compared to current levels, by the end of fiscal 2027. In connection with the Cost Savings Program, we expect to recognize total pre-tax cash charges of $70 million to $100 million, most of which will be paid in fiscal 2026.
Removed
The sales volume decline primarily reflected the carryover impact of our decisions to strategically manage customer and product mix by exiting certain lower-priced and lower-margin business, customer share losses, and soft restaurant traffic and frozen potato demand trends across our key markets as consumers continued to adjust to higher menu prices.
Added
Financial Statements” of this Form 10-K. 27 Table of Contents Outlook In fiscal 2026, we expect continued pressure on consumers from macroeconomic and geopolitical factors and that global restaurant traffic will remain approximately even with fiscal 2025 levels.
Removed
In addition, sales volumes were negatively affected by lower order fulfillment rates related to the transition to a new ERP system in North America during our fiscal third quarter, as well as a voluntary product withdrawal during our fiscal fourth quarter.
Added
We believe customers and consumers will continue to prioritize french fries as a menu and at home item and that our customer win momentum that began in the second half of fiscal 2025 and the contribution of a 53rd week in fiscal 2026, with the additional week falling in the fourth quarter, will increase sales volumes, despite continued soft restaurant traffic.
Removed
Our net income in fiscal 2024 declined 28% as compared to the prior year, largely reflecting a non-cash gain in the prior year related to the LW EMEA Acquisition.
Added
We expect earnings will decline as they are pressured by carryover price investments and new investments in fiscal 2026, overall input cost increases, net of the benefit of lower raw potato costs, incremental depreciation from the capacity expansions in the Netherlands and Argentina, and increased compensation and benefits as we normalize incentives, which will only be partially offset by benefits from the FY25 Restructuring Plan and Cost Savings Program.
Removed
Our Adjusted EBITDA increased 13% as compared to the prior year, reflecting the benefit of pricing actions in each of our business segments, and incremental earnings from the consolidation of the financial results of LW EMEA, which more than offset input cost inflation, charges to write-off excess raw potatoes, the impact of lower sales and incremental costs associated with our ERP transition during the fiscal third quarter, lower sales volumes, and losses associated with the voluntary product withdrawal.
Added
Our outlook does not include additional impacts of evolving trade policies, including additional changes in tariffs and retaliatory countermeasures. On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”).
Removed
In fiscal 2024, we generated net cash from operating activities of $798.2 million, up $36.5 million versus the prior year, due to higher net income, adjusted for non-cash income and expenses, partially offset by increased working capital needs.
Added
Accounting Standards Codification (“ASC”) 740, Income Taxes , requires the effects of changes in tax rates and laws to be recognized in the period in which the legislation is enacted. We expect the OBBBA to primarily provide cash tax timing benefits with no material impact to the effective tax rate.
Removed
We ended fiscal 2024 with 71.4 million of cash and cash equivalents and $1.2 billion of availability under our global revolving credit facility. In addition, we returned $384.0 million to our stockholders during fiscal 2024, including $174.0 million in cash dividends on our common stock and $210.0 million of share repurchases.
Added
We are evaluating the OBBBA impact and will provide further information related to the estimated effect on our fiscal 2026 financials in our Form 10-Q for the quarter ending August 24, 2025.
Removed
During fiscal 2024, our greenfield french fry processing facility in Ulanqab, Inner Mongolia, China and our capacity expansion and modernization in American Falls, Idaho, became operational. Our capacity expansions in the Netherlands and Argentina are on schedule to be completed in fall 2024 and mid-calendar year 2025, respectively. Outlook We expect fiscal 2025 to be another challenging year.
Added
Price/mix declined 2%, reflecting the impact of planned investments in price and trade support in a competitive environment to attract and retain customers globally.
Removed
The operating environment has changed rapidly over the past 12 months as global restaurant traffic and frozen potato demand softened. This has resulted in an increase in available capacity in North America and Europe. We believe this supply-demand imbalance will persist through much, if not all, of fiscal 2025.
Added
The decrease in price/mix was mostly offset by a 2% increase in volume, primarily in the International segment and included fully replacing the combined regional, small, and retail customer volume lost, primarily in North America, in the prior year during the Company’s transition to a new ERP system in the second half of fiscal 2024.
Removed
Accordingly, we are making some operating adjustments in the near term to manage through the current environment including focusing on driving volume growth, implementing targeted investments in price and trade support, pursuing additional cost and supply chain productivity savings, and rephasing investments to modernize production capabilities to better match the demand environment.
Added
Volume increased despite a decrease in global restaurant traffic in fiscal 2025, compared to fiscal 2024. North America segment net sales declined $98.0 million, or 2%, to $4,265.2 million. Price/mix declined 3%, reflecting planned investments in price and trade driven by an increasingly competitive market, with moderate offsets in channel and product mix.
Removed
In fiscal 2025, we expect to deliver net sales and earnings growth, on a constant currency basis, as compared to fiscal 2024. We expect sales growth will be primarily driven by higher sales volumes and improved mix.
Added
Despite a low single-digit percentage point decline related to softer North America restaurant traffic in fiscal 2025, compared with fiscal 2024, volume increased 1%. Increased regional, small, and retail customer volume more than offset low single-digit volume declines with large chain customers, in North America, which were primarily in the first half of the year.

… 81 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+2 added−0 removed4 unchanged
For more information about our debt, see Note 6, Debt and Financing Obligations, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of this Form 10-K. 41 Table of Contents
For more information about our debt, 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 this Form 10-K. 37 Table of Contents
Based on our open commodity contract hedge positions as of May 26, 2024, a hypothetical 10% decline in market prices applied to the fair value of the instruments would result in a charge to “Cost of sales” of $9.2 million ($6.9 million after-tax).
Based on our open commodity hedge positions as of May 26, 2024, a hypothetical 10% decline in market prices applied to the fair value of the instruments would have resulted in a charge to “Cost of sales” of $9.2 million ($6.9 million after-tax).
Based on monetary assets and liabilities denominated in foreign currencies, we estimate that a hypothetical 10% adverse change in exchange rates versus the U.S. dollar would result in losses of $63.3 million ($48.1 million after-tax) and $48.8 million ($37.1 million after-tax) as of May 26, 2024 and May 28, 2023, respectively.
Based on monetary assets and liabilities denominated in foreign currencies, we estimate that a hypothetical 10% adverse change in exchange rates versus the U.S. dollar would result in losses of $68.5 million ($52.1 million after-tax) and $63.3 million ($48.1 million after-tax) as of May 25, 2025 and May 26, 2024, respectively.
A one percent increase in interest rates related to variable-rate debt would result in an annual increase in interest expense and a corresponding decrease in income before taxes of $13.6 million annually ($10.6 million after-tax) and $13.3 million annually ($10.3 million after-tax) at May 26, 2024 and May 28, 2023, respectively.
A one percent increase in interest rates related to variable-rate debt would result in an annual increase in interest expense and a corresponding decrease in income before taxes of $11.8 million ($9.2 million after-tax) and $13.6 million($10.6 million after-tax) at May 25, 2025 and May 26, 2024, respectively.
Based on our open commodity hedge positions as of May 28, 2023, a hypothetical 10% decline in market prices applied to the fair value of the instruments would have resulted in a charge to “Cost of sales” of $9.0 million ($6.8 million after-tax).
Based on our open commodity contract hedge positions as of May 25, 2025, a hypothetical 10% decline in market prices applied to the fair value of the instruments would result in a charge to “Cost of sales” of $6.8 million ($5.1 million after-tax).
All of the following potential changes are based on sensitivity analyses performed on our financial positions as of May 26, 2024 and May 28, 2023. Actual results may differ materially. Commodity Price Risk The objective of our commodity exposure management is to minimize volatility in earnings due to large fluctuations in the price of commodities.
All of the following potential changes are based on sensitivity analyses performed on our financial positions as of May 25, 2025 and May 26, 2024. Actual results may differ materially. Commodity Price Risk Certain commodities we use in the production and distribution of our products are exposed to market price risk.
We may use commodity swap or forward purchase contracts, in addition to sourcing from multiple providers, to manage risks associated with market fluctuations in oil and energy prices.
To manage that risk, we utilize derivative contracts, many of which qualify for the normal purchase and normal sales scope exception and are not recorded on the Consolidated Balance Sheets. We may use commodity swap or forward purchase contracts, in addition to sourcing from multiple providers, to manage risks associated with market fluctuations in oil and energy prices.
Interest Rate Risk We issue fixed and floating rate debt in a proportion that management deems appropriate based on current and projected market conditions. At May 26, 2024, we had $2,495.0 million of fixed-rate and $1,341.7 million of variable-rate debt outstanding. At May 28, 2023, we had $2,170.0 million of fixed-rate and $1,309.8 million of variable-rate debt outstanding.
Interest Rate Risk We issue fixed and floating rate debt in a proportion that management deems appropriate based on current and projected market conditions.
Added
Our exposure to market risk changes in interest rates relates primarily to the amount of interest expense we expect to pay with respect to our variable-rate debt, which is predominately tied to variable market rates including the Secured Overnight Financing Rate. At May 25, 2025, we had $2,976.6 million of fixed-rate and $1,166.4 million of variable-rate debt outstanding.
Added
At May 26, 2024, we had $2,495.0 million of fixed-rate and $1,341.7 million of variable-rate debt outstanding.

Other LW 10-K year-over-year comparisons