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Lamb Weston Holdings, Inc. - Annual Report: 2025 (Form 10-K)

Total adjustments61.9 10.4 10.5 Adjusted (a)$1,460.5 $643.9 $25.7 Fiscal Year Ended May 26, 2024As reported$1,766.7 $701.4 $26.0 Unrealized derivative gains and losses(28.7)(3.8)— Foreign currency exchange losses— (28.6)— Blue chip swap transaction gains— 18.0 — Items impacting comparability:Proceeds from issuance of debt   Repayments of debt and financing obligations()()()Dividends paid()()()Repurchase of common stock and common stock withheld to cover taxes()()()Other()() Net cash used in financing activities$()$()$ Effect of exchange rate changes on cash and cash equivalents   Net decrease in cash and cash equivalents()()()Cash and cash equivalents, beginning of period   Cash and cash equivalents, end of period$ $ $ 
See Notes to Consolidated Financial Statements.
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Notes to Consolidated Financial Statements
1.    
reportable segments: North America and International. million and $ million, respectively, of unbilled receivables for customized products for which we recognize revenue as performance obligations are met and record the amounts in “Receivables” on our Consolidated Balance Sheets. We generally do not offer financing to our customers. We also do not provide a general right of return. However, customers may seek to return defective or non-conforming products. Following a customer return, we
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million and $ million, respectively, of sales incentives and trade promotions payable recorded in “Accrued liabilities” on our Consolidated Balance Sheets.
We have elected to present all sales taxes on a net basis, account for shipping and handling activities as fulfillment activities, recognize the incremental costs of obtaining a contract as expense when incurred if the amortization period of the asset we would recognize is one year or less, and not record interest income or interest expense when the difference in timing of control or transfer and customer payment is one year or less.
million, $ million, and $ million in fiscal 2025, 2024, and 2023, respectively, and are included in “Selling, general and administrative expenses” in the Consolidated Statements of Earnings as the expenses are incurred. million, $ million, and $ million in fiscal 2025, 2024, and 2023, respectively, and are included in “Selling, general and administrative expenses” in the Consolidated Statements of Earnings. million of payments to eligible participants electing the lump-sum option. As a result of the Pension Plan termination, we expect to record a pre-tax pension of approximately $ million in fiscal 2026 of which we estimate % and % to be cash and non-cash, respectively.
In early fiscal 2026, we contributed $ million to the plan in connection with the Pension Plan termination. In fiscal 2025 and 2024, we made $ million and $ million, respectively, of contributions to our qualified plan.
We also have a nonqualified defined benefit pension plan that provides unfunded supplemental retirement benefits to certain U.S. executives. This plan is closed to new participants and pension benefit accruals are frozen for active participants.
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% contribution to the 401(k) Plan. In addition to this, we will generally match % of the first % of the participating employee’s contribution election to the 401(k) Plan. The Plan’s matching contributions have a graded vesting with % vesting each year. We made employer contributions of $ million, $ million, and $ million in fiscal 2025, 2024, and 2023, respectively.
We sponsor a non-qualified deferred compensation savings plan that permits eligible U.S. employees to continue to make deferrals and receive company matching contributions when their contributions to the 401(k) Plan are stopped due to limitations under U.S. tax law. In addition, we sponsor a non-qualified deferred compensation plan for non-employee directors that allow directors to defer their cash compensation and stock awards. Both deferred compensation plans are unfunded nonqualified defined contribution plans. Participant deferrals and company matching contributions (for the employee deferred compensation plan only) are not invested in separate trusts, but are paid directly from our general assets at the time benefits become due and payable. At May 25, 2025 and May 26, 2024, we had $ million and $ million, respectively, of liabilities attributable to participation in our deferred compensation plans recorded on our Consolidated Balance Sheets.
 $ Finished goods  Supplies and other  Inventories$ $ 
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million, $ million, and $ million in fiscal 2025, 2024, and 2023, respectively. Construction in progress does not include deposits made on equipment, materials, and services yet to be received. Repairs and maintenance costs are expensed as incurred.
 $ Buildings, machinery and equipment  Furniture, fixtures, office equipment and other  Construction in progress  Property, plant and equipment, at cost  Less accumulated depreciation()()Property, plant and equipment, net$ $ 
Depreciation is computed on a straight-line basis over the estimated useful lives of the respective classes of assets as follows:
Land improvements
- years
Buildings
- years
Machinery and equipment
- years
Furniture, fixtures, office equipment, and other
- years
Below is a breakout between Cost of sales (“COS”) and Selling, general and administrative expenses (“SG&A”) for depreciation and total amortization for fiscal 2025, 2024, and 2023.
For the Fiscal Years Ended May
(in millions)202520242023
Depreciation - COS$ $ $ 
Depreciation - SG&A   
Depreciation - Restructuring expense (a)   
$ $ $ 
Amortization$ $ $ 
___________________________________________
(a)See Note 4, Restructuring, of these Notes to Consolidated Financial Statements for additional information.
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million and $ million, respectively.
See Note 5, Goodwill and Other Identifiable Intangible Assets, for additional information.
Foreign currency transactions resulted in losses of $ million and $ million in fiscal 2025 and 2024, respectively, and a gain of $ million in fiscal 2023. Fiscal 2023 includes a $ million foreign currency transaction gain related to actions taken to mitigate the effect of changes in currency rates on the purchase price of our former European joint venture, Lamb-Weston/Meijer v.o.f. (“LW EMEA”). These amounts were recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Earnings.
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million and $ million in fiscal 2025 and 2024, respectively. These amounts were recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Earnings.
See Note 3, Income Taxes, for more information.
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2.    
 $ $ Denominator:Basic weighted average common shares outstandingAdd: Dilutive effect of employee incentive plans (a)Diluted weighted average common shares outstandingEarnings per share:Basic$ $ $ Diluted$ $ $ 
_____________________________________________________
(a)Potential dilutive shares of common stock from employee incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options and the assumed vesting of outstanding restricted stock units and performance share awards. As of May 25, 2025, million shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive. As of May 26, 2024, and May 28, 2023, an insignificant number of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.
3.    
 $ $ Non-U.S.   Total pre-tax income$ $ $  $ $ State and local   Non-U.S.   Total current provision for taxes   DeferredU.S. federal() ()State and local()()()Non-U.S. () Total deferred provision for taxes$ $()$ Total provision for taxes$ $ $ 
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 $ $ Increase (decrease) in rate resulting from:State and local taxes, net of federal benefit   Non-U.S. operations (a)  ()Change in valuation allowance (b)  ()Consolidation of previously held equity interests (c)  ()       
During fiscal 2025, we paid $ million in FY25 Restructuring Plan expenses; accruals remaining under the FY25 Restructuring Plan of $ million are recorded as current liabilities within “Accounts payable” and “Accrued liabilities” in the accompanying Consolidated Balance Sheet at May 25, 2025.
The actions in connection with the FY25 Restructuring Plan were substantially complete by the end of fiscal 2025, and the majority of the remaining charges that will occur in fiscal 2026 relate to facility closure, including demolition, and employee-related costs. Any changes to these estimates or timing will be reflected in our results of operations in future periods.
5.    
 $ $ Acquisitions   Foreign currency translation adjustments   Balance at May 26, 2024$ $ $ Foreign currency translation adjustments   Balance at May 25, 2025$ $ $ 
_____________________________________________________
(a)As a result of our change in segments, effective May 29, 2023, goodwill was reassigned to the North America and International segments based on relative fair value using a market-based approach. Before and after the reassignment of our goodwill, we completed impairment assessments and concluded there were indications of impairment in our segments. Please refer to Note 13, Segments, and our Current Report on Form 8-K, which we filed with the Securities and Exchange Commission on August 24, 2023 for further information regarding our segment structure.
 $— $ n/a$ $— $ Amortizing intangible assets (b) ()  () $ $()$ $ $()$ 
_____________________________________________________
(a)Non-amortizing intangible assets represent brands and trademarks.
(b)Amortizing intangible assets are primarily comprised of licensing agreements, brands, and customer relationships. Foreign intangible assets are affected by foreign currency translation.
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million in fiscal 2026, $ million in fiscal 2027, $ million in fiscal 2028, $ million in fiscal 2029, and $ million in fiscal 2030, and approximately $ million cumulatively thereafter.
Impairment Testing
During the annual goodwill impairment test we performed in the fourth quarter of fiscal 2025, we assessed qualitative and quantitative factors to determine whether it was more likely than not that the fair value of each reporting unit was less than its carrying value. Based on the results of the qualitative and quantitative impairment test, we determined that it was not more likely than not that the fair value was less than the carrying value of our North America and International reporting units. Additionally, we completed our tests of our non-amortizing intangibles in the fourth quarter of fiscal 2025 and there was indication of intangible asset impairment.
6.    
 $ Equity method investments (b)  Property, plant, and equipment deposits  Other  Other assets$ $ _____________________________________________________
(a)Capitalized software costs are generally amortized over three to seven years once implemented.
(b)Equity method investments include our % ownership in Lamb-Weston/RDO Frozen (“Lamb Weston RDO”), our joint venture with RDO Frozen Co., which is included in our North America segment.
 $ $ Gross profit   Income from operations   Net income   
(in millions)May 25, 2025 (a)May 26, 2024 (a)
Current assets$$
Noncurrent assets
Current liabilities
Noncurrent liabilities
____________________________
(a)    Reflects Lamb Weston RDO only
(b)    The fiscal 2023 financial information includes the financial results for the parts of the fiscal year when LW EMEA and LWAMSA were being accounted for as unconsolidated joint ventures.
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 $ $ Purchases   Services provided   Dividends received   
As of May 25, 2025 and May 26, 2024, we had receivables included in “Receivables” on our Consolidated Balance Sheets from our equity method investments of $ million and $ million, respectively.
7.    
 $ Accrued trade promotions  Dividends payable to shareholders  Taxes payable  Accrued interest  Current portion of operating lease obligations  Plant utilities and accruals  Derivative liabilities and payables  Other  Accrued liabilities$ $ 
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8.    
  %$  %Other credit facilities (a) (a) (a)  Long-term debt:Term A-1 loan facility, due June 2026 (b) (c)    Term A-3 loan facility, due January 2030 (b)    Term A-4 loan facility, due May 2029 (b)    Term A-5 loan facility, due September 2031 (b)    RMB loan facility, due February 2027    RMB loan facility, due August 2029    Euro term loan facility, due May 2029    
% senior notes, due May 2028
    
% senior notes, due January 2030
    
% senior notes, due January 2032
      Financing obligations:Lease financing obligations due on various dates through 2040 (d)  Total debt and financing obligations  Debt issuance costs (e)()()Short-term borrowings()()Current portion of long-term debt and financing obligations()()Long-term debt and financing obligations, excluding current portion$ $ 
_____________________________________________________
(a)Other credit facilities consist of short-term facilities at our subsidiaries used for working capital purposes. Borrowings under these facilities bear interest at various rates.
(b)The interest rates applicable to the Term A-1, A-3, A-4, and A-5 loans do not include anticipated patronage dividends. We have received and expect to continue receiving patronage dividends under the outstanding term loan facilities.
(c)The Term A-1 loan facility was repaid in full in connection with our entry into the Term Loan Amendment discussed below.
(d)The interest rates on our lease financing obligations ranged from % to % at May 25, 2025 and May 26, 2024. For more information on our lease financing obligations, see Note 9, Leases.
 million and $ million as of May 25, 2025 and May 26, 2024, respectively, related to our Revolving Credit Facility, which are recorded in “Other assets” on our Consolidated Balance Sheets. In fiscal 2025, 2024, and 2023, we recorded $ million, $ million, and $ million, respectively, of amortization expense in “Interest expense” in our Consolidated Statements of Earnings.
Revolving Credit Facility
On May 3, 2024, we entered into an amended and restated credit agreement (the “Revolving Credit Agreement”), which replaced our then-existing credit agreement, dated as of November 9, 2016. The Revolving Credit Agreement modified the former revolving credit agreement for the purpose of, among other things, (i) increasing the commitments under the Revolving Credit Facility to $ billion, (ii) extending the maturity date of the Revolving Credit Facility from August 2026 to May 2029, and (iii) establishing a new € million term loan facility maturing May 2029 (the “Euro Term Loan Facility”).
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million of availability under the Revolving Credit Facility.
Term Loan Facilities
On May 3, 2024, we entered into an amended and restated credit agreement (the “Term Loan Credit Agreement”), which replaced our then-existing credit agreement, dated as of June 28, 2019. The former term loan credit agreement provided for, among other things, (i) a $ million term loan facility due June 2026 (the “Term A-1 Loan Facility”), (ii) a $ million term loan facility due April 2025 (the “Term A-2 Loan Facility”) and (iii) a $ million term loan facility due January 2030 (the “Term A-3 Loan Facility”). The Term Loan Credit Agreement modified the former term loan agreement for the purpose of, among other things, establishing an additional $ million term loan facility due May 2029 (the “Term A-4 Loan Facility”). Borrowings under the Term A-4 Loan Facility were used in part to repay the Term A-2 Loan Facility in full.
On September 27, 2024, we amended the Term Loan Credit Agreement (the “Term Loan Amendment”) to, among other things, establish a new $ million term loan facility with a maturity date of September 2031 (“Term A-5 Loan Facility”). Borrowings under the Term A-5 Loan Facility were used to repay the Term A-1 Loan Facility in full and to pay down borrowings under our Revolving Credit Facility. Borrowings under the Term Loan Credit Agreement bear interest, before anticipated patronage dividends, at a per annum rate equal to (i) an applicable rate described in the table below plus (ii) the Adjusted Term SOFR Rate, the Base Rate or, in the case of Term A-4 and Term A-5 Loan Facilities, the Fixed Rate (each as defined in the Term Loan Credit Agreement). The Term Loan Credit Agreement contains certain covenant restrictions, a consolidated net leverage ratio and an interest coverage ratio and customary events of default.
RMB Loan Facilities
On February 18, 2022, our wholly owned subsidiary, Ulanqab Lamb Weston Food Co., Ltd., entered into a facility agreement providing for a RMB million ($ million based on prevailing exchange rates on May 25, 2025) term loan facility (the “RMB Loan Facility”). The RMB Loan Facility matures on February 25, 2027. The RMB Loan Facility contains covenants that are standard for credit facilities originated in the People’s Republic of China. Payment obligations under the RMB Loan Facility are unconditionally guaranteed by Lamb Weston.
On August 22, 2024, Ulanqab Lamb Weston Food Co., Ltd., entered into a facility agreement providing for a RMB million ($ million based on prevailing exchange rates on May 25, 2025) term loan facility (the “RMB 2024 Loan Facility”). The RMB 2024 Loan Facility matures on August 28, 2029. The RMB 2024 Loan Facility contains covenants that are standard for credit facilities originated in the People’s Republic of China. Payment obligations under the RMB 2024 Loan Facility are unconditionally guaranteed by Lamb Weston.
% Senior Notes due 2028
In May 2020, we issued $ million aggregate principal amount of % senior notes due May 15, 2028 (“2028 Notes”). Our obligations under the 2028 Notes are unconditionally guaranteed on a senior unsecured basis by the same subsidiaries as the Revolving Credit Facility. The 2028 Notes are senior unsecured obligations and rank equally with all of our current and future senior indebtedness (including the 2030 and 2032 Notes), rank senior to all our current and future subordinated indebtedness and are subordinated to all of our current and future secured indebtedness (including all borrowings with respect to the Revolving Credit Facility and Term A-3, A-4 and A-5 Loan Facilities to the extent of the value of the assets securing such indebtedness). Upon a change of control (as defined in the indenture governing the 2028 Notes), we must offer to repurchase the 2028 Notes at % of the principal amount of the notes, plus accrued and unpaid interest.
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% Senior Notes due 2030 and % Senior Notes due 2032
On November 8, 2021, we issued (i) $ million aggregate principal amount of % senior notes due January 31, 2030 (“2030 Notes”) and (ii) $ million aggregate principal amount of % senior notes due January 31, 2032 (“2032 Notes”) pursuant to indentures, each dated as of November 8, 2021 (together, the “Indentures”). Our obligations under the 2030 Notes and 2032 Notes are unconditionally guaranteed on a senior unsecured basis by the same subsidiaries as the Revolving Credit Facility.
The 2030 Notes and 2032 Notes are effectively subordinated to all of our existing and future secured debt, rank equally with all of our existing and future senior debt and rank senior to all of our existing and future subordinated debt. The guarantees of the 2030 Notes and 2032 Notes are effectively subordinated to all of the guarantors’ existing and future secured debt, rank equally with all of their existing and future senior debt and rank senior to all of their existing and future subordinated debt. The 2030 Notes and 2032 Notes are structurally subordinated to all of the liabilities of our non-guarantor subsidiaries.
Other Credit Facilities
At May 25, 2025 and May 26, 2024, of our subsidiaries had $ million and $ million, respectively, of availability under their respective line of credit facilities with financial institutions, with borrowings outstanding of $ million and $ million, respectively. We guarantee the full amount of one of our subsidiaries’ obligations to the financial institutions up to the maximum amount of borrowings under the credit facility.
Variable Rate Interest
- %
- %
Term A-1 loan facility (b)N/A
- %
- %
Term A-3 loan facilityN/A
- %
- %
Term A-4 loan facility (c)
- %
- %
- %
Term A-5 loan facility (d)
- %
- %
- %
_____________________________________________________
(a)Borrowings under the Revolving Credit Facility have the same margin whether loans are denominated in U.S. dollars or non-U.S. currencies.
(b)The Term A-1 Loan Facility was repaid in full in connection with our entry into the Term Loan Amendment.
(c)The Term A-4 Loan Facility is considered fixed-rate debt. Under the terms of the facility, on May 1, 2028, we may make an election to treat the remaining year of the term loan as a fixed or variable rate loan. The election can be made for a period that is less than twelve months, which would then initiate a separate election at the end of the period.
(d)The Term A-5 Loan Facility is considered fixed-rate debt. Under the terms of the facility, on October 1, 2026, we may make an election to treat the term loan as a fixed or variable rate loan. The election can be made for a period that is less than the remainder of the term loan, which would then initiate a separate election at the end of the period.
Reference Rate-Based LoansPRC Prime Rate-Based Loans
RMB loan facility, due February 2027N/A
Prime + %
RMB loan facility, due August 2029N/A
Prime + %
Euro term loan facility, due May 2029
- %
N/A
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 2027 2028 2029 2030 Thereafter $ 
_____________________________________________________
(a)See Note 9, Leases, for maturities of our lease financing obligations.
Other
million, $ million, and $ million, respectively, of interest on debt.
9.    
years.  $ $ Short-term and variable lease costs   Sublease income()()()Finance lease costs:Amortization of lease assets   Interest on lease obligations   Total lease costs, net$ $ $ 
_____________________________________________________
(a)Supply-chain-related lease costs are included in “Cost of sales,” and the remainder is recorded in “Selling, general and administrative expenses,” in our Consolidated Statements of Earnings. Interest on finance lease obligations is included in “Interest expense, net,” in our Consolidated Statements of Earnings.
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 $ Finance lease assetsProperty, plant and equipment, net (a)  Total leased assets$ $ Liabilities:Lease obligations due within one year:Operating lease obligationsAccrued liabilities$ $ Finance lease obligationsCurrent portion of long-term debt and financing obligations  Long-term lease obligations:Operating lease obligationsOther noncurrent liabilities  Finance lease obligationsLong-term debt and financing obligations, excluding current portion  Total lease obligations$ $ 
Weighted-average remaining lease term - finance leases years years
Weighted-average remaining lease term - operating leases years years
Weighted-average discount rate - finance leases%%
Weighted-average discount rate - operating leases%%
_____________________________________________________
(a)Finance leases are net of accumulated amortization of $ million and $ million at May 25, 2025 and May 26, 2024, respectively.
 $ $ 2027   2028   2029   2030   Thereafter   Total lease payments   Less: Interest()()()Present value of lease obligations$ $ $ 
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 $ $ Financing cash flows for finance leases   Non-cash investing and financing activities:Operating lease assets obtained in exchange for lease liabilities   Operating lease assets reduced for reductions to lease liabilities()()()Finance lease assets obtained in exchange for lease liabilities   
10.    
million shares authorized for issuance under the Stock Plan, and million were available for future grants.
RSUs and Performance Shares
We grant RSUs to eligible employees and non-employee directors. The employee RSUs generally vest over a period following the grant date, while the non-employee director RSUs generally vest after the grant date. We estimate the fair value of the RSUs based upon the market price of our common stock on the date of grant. Compensation expense is recognized over the period the employee or non-employee director provides service in exchange for the award.
Performance Shares are granted to certain executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. Awards actually earned range from % to % of the targeted number of Performance Shares for each of the performance periods. Awards, if earned, will be paid in shares of our common stock. Subject to limited exceptions set forth in the Stock Plan, any shares earned will generally vest over a period following the grant date. The value of these Performance Shares is adjusted based upon the market price of our common stock and the anticipated attainment of Company-wide performance goals at the end of each reporting period and amortized as compensation expense over the service period.
We have also granted Performance Shares with vesting contingent upon relative total shareholder return goals, and, under special circumstances, stock price growth goals. Awards actually earned range from % to %, in the case of awards contingent on total shareholder return goals, or % to %, in the case of awards contingent on stock price growth goals, of the targeted number of Performance Shares. These Performance Shares are equity-settled awards that vest over a service period following the grant date, and the number of units that actually vest is determined based on the achievement of the performance criteria set forth in the respective award agreement. The awards are measured based on estimated fair value as of the date of grant determined using a Monte Carlo simulation, and are amortized over the service period.
% - %Risk-free interest rate (%)
% - %
Expected life (years)
-
Weighted average grant date fair value per unit
$ - $
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$ $ Granted (a)  Performance condition adjustment— () Vested (b)() () Forfeited/expired/cancelled() () Outstanding at May 25, 2025$ $ 
_____________________________________________________
(a)Granted represents new grants and dividend equivalents accrued. Dividend equivalents are only paid on RSUs and Performance Shares that ultimately vest.
(b)The aggregate fair value of awards that vested in fiscal 2025, 2024, and 2023 was $ million, $ million, and $ million, respectively, which represents the market value of our common stock on the date that the RSUs and Performance Shares vested. The number of RSUs and Performance Shares vested includes shares of common stock that we withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. RSUs that are expected to vest are net of estimated future forfeitures.
Stock Options
Under some circumstances, we have granted options to employees and non-employee directors to purchase shares of our common stock at exercise prices equal to the fair market value of the underlying common stock on the grant date. Options granted to employees generally become exercisable in three annual installments beginning on the first anniversary of the grant date and have a maximum term of . Options granted to non-employee directors generally vest after the grant date and have a term of . During the fiscal year ended May 25, 2025, we granted an immaterial amount of stock options.
$ $ Granted Exercised() Forfeited/cancelled() Outstanding at May 25, 2025$ $ Exercisable at May 25, 2025$ $ 
_____________________________________________________
as of May 23, 2025, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at the end of the fiscal year. The amount changes based on the fair market value of our common stock.
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 $ $ Performance Shares   Stock options   Stock-settled compensation expense   Income tax benefit (a)()()()Total compensation expense, net of tax benefit$ $ $ 
_____________________________________________________
(a)Income tax benefit represents the marginal tax rate, excluding non-deductible compensation.
 Performance Shares Stock options Total unrecognized compensation expense$ 
11.     
 $ $ $ Derivative assets (a)    Derivative liabilities (a) () ()Deferred compensation liabilities (b) () ()Fair value, net$ $()$ $()
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 $ $ $ Derivative assets (a)    Derivative liabilities (a) () ()Deferred compensation liabilities (b) () ()Fair value, net$ $()$ $()
_____________________________________________________
(a)Derivative assets and liabilities included in Level 2 primarily represent commodity swaps, option contracts, and currency contracts. The fair values of our Level 2 derivative assets were determined using valuation models that use market observable inputs including both forward and spot prices for commodities and foreign currencies. Derivative assets are presented within “Prepaid expenses and other current assets” on our Consolidated Balance Sheets and derivative liabilities are presented within “Accrued liabilities” on our Consolidated Balance Sheets.
(b)The fair values of our Level 2 deferred compensation liabilities were valued using third-party valuations, which are based on the net asset values of mutual funds in our retirement plans. While the underlying assets are actively traded on an exchange, the funds are not. Deferred compensation liabilities are primarily presented within “Other noncurrent liabilities” on our Consolidated Balance Sheets.
The fair values of cash equivalents, receivables, accounts payable and short-term debt approximate their carrying amounts due to their short duration.
Non-financial assets such as property, plant and equipment, and intangible assets are recorded at fair value only if an impairment is recognized. Cost and equity investments are measured at fair value on a non-recurring basis.
At May 25, 2025, we had $ million of fixed-rate and $ million of variable-rate debt outstanding. Based on current market rates, the fair value of our fixed-rate debt at May 25, 2025 was estimated to be $ million. Any differences between the book value and fair value are due to the difference between the period-end market interest rate and the stated rate of our fixed-rate debt. We estimated the fair value of our fixed-rate debt using quoted market prices (Level 2 inputs) within the fair value hierarchy that is described above with an exception being the Term A-4 and Term A-5 Loan Facility, which is quoted at face value (Level 1 inputs). The fair value of our variable-rate term debt approximates the carrying amount as our cost of borrowing is variable and approximates current market prices.
12.    
shares of common stock and shares of preferred stock. We had and shares of common stock issued and outstanding as of May 25, 2025 and May 26, 2024, respectively. Each share of common stock entitles the holder to vote on matters to be voted on by our stockholders. preferred stock was issued or outstanding as of May 25, 2025 and May 26, 2024.
Share Repurchase Program
On December 19, 2024, we announced that our Board increased our share repurchase authorization $ million to an aggregate amount of $ million. The program has no expiration date. During fiscal 2025, we purchased an aggregate of shares for $ million, or a weighted-average price of $ per share. As of May 25, 2025, approximately $ million remained authorized for share repurchases under the program.
Dividends
During fiscal 2025, 2024, and 2023, we paid $ million, $ million, and $ million, respectively, of cash dividends to common stockholders. On May 30, 2025, we paid $ million of dividends to stockholders of record as of the close of business on May 2, 2025. On July 15, 2025, our Board declared a cash dividend of $ per share of common stock. This dividend will be paid on August 29, 2025, to stockholders of record as of the close of business on August 1, 2025.
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)$()$ $()Other comprehensive income (loss) before reclassifications, net of tax  () Net current-period other comprehensive income (loss)  () Balance as of May 25, 2025$ $()$ $ 
13.    
business segments, North America and International. As a result of how we manage the business, we have operating segments, each of which is a reportable segment: North America and International. North America includes activity that occurs in the United States, Canada, and Mexico. International includes all activity that does not occur within the North America segment. Both segments primarily manufacture frozen potato products for sale to our customers. These reportable segments are each managed by a general manager and supported by a cross functional team assigned to support the segment.
Our president and chief executive officer is our chief operating decision maker (the “CODM”). The CODM assesses the performance of our reportable segments and decides how to allocate resources based on segment adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”). The adjustments to EBITDA include unrealized mark-to-market derivative gains and losses (which are a component of both cost of sales and selling, general and administrative expenses), foreign currency exchange gains and losses (which are a component of selling, general and administrative expenses), blue chip swap transaction gains (which are a component of selling, general and administrative expenses), and other items impacting comparability (which are a component of both cost of sales and selling, general and administrative expenses) that are described below (“Segment Adjusted EBITDA”).
Segment Adjusted EBITDA, along with volume and net sales, informs operating decisions, performance assessment, and resource allocation decisions at the segment level. Our CODM uses volume, net sales, and Segment Adjusted EBITDA in the annual operating plan and forecasting process and considers actual versus plan variances in assessing the performance of each segment. Total asset information by segment is not regularly provided to our CODM or utilized for purposes of assessing performance or allocating resources by segment and, as a result, such information has not been presented below.
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 $ $ Less: Other segment items (a)   Segment Adjusted EBITDA (b)$ $ $ Unallocated corporate costs (c)()Depreciation and amortization (d) Unrealized derivative gains()Foreign currency exchange losses Blue chip swap gains (e)()Items impacting comparability:Restructuring Plan and other expenses (f) Shareholder activism expense (g) Interest expense, net Income before income taxes Income tax expense Net income$ _____________________________________________________
(a)Other segment items include cost of sales, selling, general, and administrative expenses, and equity method investment income or loss for each segment.
(b)Segment Adjusted EBITDA for fiscal 2025 included the following:
i.Net income associated with our equity method investments. Refer to Note 6, “Other Assets,” in these Notes to Consolidated Financial Statements of this Form 10-K.
ii.An estimated $ million loss related to the voluntary product withdrawal that was initiated in the fourth quarter of fiscal 2024. The total charge to reporting segments was approximately $ million to the North America segment and approximately $ million to the International segment.
(c)Unallocated corporate costs include costs related to corporate support staff and support services, which include, but are not limited to, our administrative, information technology, human resources, finance, and accounting functions that are not specifically allocated to the segments. In the table, unallocated costs exclude unrealized mark-to-market derivative gains and losses, foreign currency exchange gains and losses, gains from blue chip swap transactions in Argentina, and items impacting comparability. These items are added back to reconcile Segment Adjusted EBITDA to Net income.
(d)Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization from equity method investments of $ million for the fiscal year ended May 25, 2025.
(e)We enter into blue chip swap transactions to transfer U.S. dollars into Argentina primarily related to funding some of our capacity expansion in Argentina. The blue chip swap rate can diverge significantly from Argentina’s official exchange rate.
(f)Restructuring plan and other expenses relate to the FY25 Restructuring Plan and includes $ million of accelerated depreciation related to the closure of our manufacturing facility in Connell, Washington . See Note 4, Restructuring, of these Notes to Consolidated Financial Statements for additional information.
(g)Represents advisory fees related to shareholder activism matters.
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 $ $ Less: Other segment items (a)   Segment Adjusted EBITDA (b)$ $ $ Unallocated corporate costs (c)()Depreciation and amortization (d) Unrealized derivative gains()Foreign currency exchange losses Blue chip swap gains (e)()Items impacting comparability:Inventory step-up from acquisition Integration and acquisition-related items, net Interest expense, net Income before income taxes Income tax expense Net income$ _____________________________________________________
(a)Other segment items include cost of sales, selling, general, and administrative expenses, and equity method investment income or loss for each segment
(b)Segment Adjusted EBITDA for fiscal 2024 included the following:
i.Net income associated with our equity method investments. Refer to Note 6, “Other Assets,” in these Notes to Consolidated Financial Statements of this Form 10-K.
ii.An estimated $ million loss related to the voluntary product withdrawal that was initiated in the fourth quarter of fiscal 2024. The total charge to reporting segments was approximately $ million to the North America segment and approximately $ million to the International segment.
(c)Unallocated corporate costs include costs related to corporate support staff and support services, which include, but are not limited to, our administrative, information technology, human resources, finance, and accounting functions that are not specifically allocated to the segments. In the table, unallocated costs exclude unrealized mark-to-market derivative gains and losses, foreign currency exchange gains and losses, gains from blue chip swap transactions in Argentina, and items impacting comparability. These items are added back to reconcile Segment Adjusted EBITDA to Net income.
(d)Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization from equity method investments of $ million for the fiscal year ended May 26, 2024.
(e)We enter into blue chip swap transactions to transfer U.S. dollars into Argentina primarily related to funding our capacity expansion in Argentina. The blue chip swap rate can diverge significantly from Argentina’s official exchange rate.

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 $ $ Less: Other segment items (b)   Segment Adjusted EBITDA (c)$ $ $ Unallocated corporate costs (d)()Depreciation and amortization (e) Unrealized derivative losses Unconsolidated joint venture unrealized derivative losses Foreign currency exchange losses Items impacting comparability:Inventory step-up from acquisition Integration and acquisition-related items, net()Gain on acquisition of interest in joint ventures (f)()Interest expense, net Income before income taxes Income tax expense Net income$ _____________________________________________________
(a)We acquired the remaining equity interest in LW EMEA in the fourth quarter of fiscal 2023. Accordingly, LW EMEA’s net sales and adjusted EBITDA for the thirteen weeks ended May 28, 2023 are reported in the International segment, whereas in the first three quarters of fiscal 2023, our initial % equity interest in LW EMEA was recorded using equity method accounting. As a result, LW EMEA’s net sales are not included in the International segment’s net sales for the first three quarters of the fifty-two weeks ended May 28, 2023, and only % of LW EMEA’s adjusted EBITDA is reported in the International segment for those periods.
(b)Other segment items include cost of sales, selling, general, and administrative expenses, and equity method investment income or loss for each segment
(c)Segment Adjusted EBITDA for fiscal 2023 included net income associated with our equity method investments. Refer to Note 6, “Other Assets,” in these Notes to Consolidated Financial Statements of this Form 10-K.
(d)Unallocated corporate costs include costs related to corporate support staff and support services, which include, but are not limited to, our administrative, information technology, human resources, finance, and accounting functions that are not specifically allocated to the segments. In the table, unallocated costs exclude unrealized derivative gains and losses, foreign currency exchange gains and losses, blue chip swap transaction gains, and items impacting comparability. These items are added back to reconcile Segment Adjusted EBITDA to Net income. Unallocated corporate costs included only thirteen weeks associated with the acquisition of LW EMEA. For the first three quarters of fiscal 2023, our portion of LW EMEA’s unallocated corporate costs were included in “Equity method investment earnings” in the Consolidated Statements of Earnings in the International segment.
(e)Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization from equity method investments of $ million for the fiscal year ended May 28, 2023.
(f)The fiscal year ended May 28, 2023 included a $ million ($ million after-tax) gain recognized in connection with our purchase of an additional % equity interest in LW EMEA, increasing our equity ownership from % to %, and our purchase of an additional % equity interest in LWAMSA, increasing our equity ownership from % to %. The gains related to remeasuring our initial equity interests in LW EMEA and LWAMSA to fair value.
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%, %, and % of our consolidated net sales in fiscal 2025, 2024, and 2023, respectively.
Information by Geographic Area
Sales are classified as domestic or foreign based on the address to which the product is shipped. No individual foreign country is material to the consolidated results.
 $ $ Other   Total net sales$ $ $ 
We have production facilities, located in the U.S. and located outside of the U.S. as of May 25, 2025. Long-lived assets include property, plant, and equipment, net, operating lease assets, and capitalized software costs.
 $ Netherlands  Other  Total long-lived assets$ $ 
Labor
employees, of which approximately of these employees work outside of the U.S. Approximately % of our employees are parties to collective bargaining agreements with terms that we believe are typical for the industry in which we operate. Most of the union workers at our U.S. facilities are represented under contracts that expire at various times over the next several years.
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14.    
 2027 2028 2029 2030 Thereafter Total (b)$ 
_____________________________________________________
(a)We had capital commitments of million and $ million as of May 25, 2025 and May 26, 2024, respectively, that represent commitments for construction of previously announced capacity expansions or factory modernization investments. While these commitments are intended to be paid within the next 12-months, we recognize that the timing of payments and actual amounts paid may be different, depending on the time of receipt of goods or services, or changes to agreed-upon amounts for some obligations. Capital commitments were not recorded as liabilities on our Consolidated Balance Sheets as of May 25, 2025 as we had not yet received the related goods nor taken title to the property. Capital purchases that we have taken title to, but not yet paid for, are recorded as liabilities on our Consolidated Balance Sheets as of May 25, 2025, and are disclosed in Note 1, Nature of Operations and Summary of Significant Accountant Policies, within Property, Plant and Equipment.
(b)The amounts in the table above exclude purchase commitments under potato supply agreements due to uncertainty of pricing and quantity. Potato supply agreements have maximum contracted pricing with deductions for certain quality attributes, and quantities purchased are determined by the yields produced on contracted acres. Total purchases under all our potato supply agreements were $ million, $ million, and $ million in fiscal 2025, 2024, and 2023, respectively.
Guarantees and Indemnifications
We provide guarantees, indemnifications, and other assurances to third parties in the normal course of our business. These include tort indemnifications, environmental assurances, and representations and warranties in commercial agreements. At May 25, 2025, we were not aware of any material liabilities arising from any guarantee, indemnification, or financial assurance we have provided. If the fair value of such liability becomes material, we will accrue for it at that time.
We are a party to various potato purchase supply agreements with partner growers, under which they deliver their potato crop from the contracted acres to Lamb Weston during the harvest season, and pursuant to the potato supply agreements, pricing for this inventory is determined after delivery, taking into account crop size and quality, among other factors. Total purchases under these agreements were $ million, $ million, and $ million in fiscal 2025, 2024, and 2023, respectively, under the terms of the potato supply agreements. These purchases are initially recorded in inventory and charged to cost of sales as related inventories are produced and subsequently sold. Under the terms of these potato supply agreements, we have guaranteed repayment of short-term bank loans of the potato suppliers, under certain conditions. At May 25, 2025, we have effectively guaranteed $ million of supplier loans. We have not established a liability for these guarantees, as we have determined that the likelihood of our required performance under the guarantees is remote. Under certain other potato supply agreements, we make advances to growers prior to the delivery of potatoes. The aggregate amounts of these advances were $ million and $ million at May 25, 2025 and May 26, 2024, respectively, and were recorded in “Prepaid expenses and other current assets,” on our Consolidated Balance Sheets.
After taking into account liabilities recognized for all of the foregoing matters, management believes the ultimate resolution of such matters would not have a material adverse effect on our financial condition, results of operations, or cash flows. It is reasonably possible that a change to an estimate of the foregoing matters may occur in the future.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of May 25, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;
•provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP;
•provide reasonable assurance that receipts and expenditures are being made only in accordance with management and director authorization;
•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements; and
•provide reasonable assurance as to the detection of fraud.
Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer and oversight of the Board of Directors, assessed the effectiveness of our internal control over financial reporting as of May 25, 2025. Management based this assessment on criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Based on this assessment, management concluded that, as of May 25, 2025, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with GAAP. We reviewed the results of management’s assessment with the Audit and Finance Committee of our Board of Directors.
Our independent registered public accounting firm, KPMG LLP, audited the consolidated financial statements prepared by us. KPMG LLP has also issued an attestation report on our internal control over financial reporting. Their report on the consolidated financial statements and attestation report are included in “Part II, Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
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Inherent Limitations on Effectiveness of Controls
Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Due to these limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks, including that controls become inadequate because of changes in conditions or that the degree of compliance with the policies and procedures may deteriorate.
Changes in Internal Control over Financial Reporting
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated any change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended May 25, 2025, and determined that there were no changes in our internal control over financial reporting during the quarter ended May 25, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Cost Savings Program
We are reporting the following information for the purpose of providing disclosure required under Form 8-K Item 2.05 “Costs Associated with Exit or Disposal Activities.”
On July 23, 2025, we announced a 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 fiscal year end 2027. 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 year 2026, and $30 million of capital expenditures by fiscal 2028. The program includes a reduction in operating expenses, including headcount reductions approximating 4% of the Company’s global workforce, which also reflects the elimination of certain unfilled job positions.
Insider Trading Arrangements
Our directors and officers (as defined in Rule 16a-1 under the Exchange Act) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended May 25, 2025, no such plans or arrangements were or , including by modification.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this Item 10 is included under the headings “Information About Our Executive Officers” and “Ethics and Governance” in Part 1, Item 1 of this Form 10-K, and will be included under the headings “Item 1. Election of Directors,” “Corporate Governance – Code of Conduct and Code of Ethics for Senior Corporate Financial Officers,” “Corporate Governance – Key Corporate Governance Practices – Insider Trading Policy,” and “Board Committees and Membership – Audit and Finance Committee” in our definitive Proxy Statement for our Annual Meeting of Stockholders scheduled to be held on September 25, 2025 (the “2025 Proxy Statement”). This information from the 2025 Proxy Statement is incorporated by reference into this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item 11 will be included under the headings “Board Committees and Membership – Compensation and Human Capital Committee,” “Non-Employee Director Compensation,” “Compensation Discussion and Analysis,” and “Executive Compensation Tables” in our 2025 Proxy Statement. This information from the 2025 Proxy Statement is incorporated by reference into this Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table provides information about shares of our common stock that may be issued upon the exercise of options, warrants, and rights under existing equity compensation plans as of our most recent fiscal year ended May 25, 2025.
Plan CategoryNumber of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants, and Rights
(a)		Weighted-Average
Exercise Price of
Outstanding
Options, Warrants, and
Rights (b)		Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column A) (c)
Equity compensation plans approved by securityholders2,081,450$69.72 5,532,480
Equity compensation plans not approved by securityholdersN/AN/AN/A
Total2,081,450$69.72 5,532,480
_____________________________________________________
(a)Includes outstanding stock options, RSUs, and performance shares (assuming the target performance payout level) granted under the Amended and Restated Lamb Weston Holdings, Inc. 2016 Stock Plan, as amended in 2017 (the “Stock Plan”). This number also includes shares payable with respect to certain compensation deferred under the Lamb Weston Holdings, Inc. Voluntary Deferred Compensation Plan and the Lamb Weston Holdings, Inc. Directors’ Deferred Compensation Plan. The number of securities to be issued excludes options that were exercised but not settled with our stock transfer agent as of May 25, 2025.
(b)Weighted average exercise price of outstanding stock options only.
(c)Represents shares available for issuance under the Stock Plan.
Information related to the security ownership of certain beneficial owners, directors and management will be included in our 2025 Proxy Statement under the heading “Information on Stock Ownership” and is incorporated by reference into this Form 10-K.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this Item 13 will be included under the headings “Corporate Governance – Director Independence” and “Corporate Governance – Review of Transactions with Related Persons” in our 2025 Proxy Statement. This information from the 2025 Proxy Statement is incorporated by reference into this Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this Item 14 will be included under the heading “Board Committees and Membership – Audit and Finance Committee” in our 2025 Proxy Statement. This information from the 2025 Proxy Statement is incorporated by reference into this Form 10-K.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a)List of documents filed as part of this report:
1.Financial Statements
All financial statements of the Company as set forth under Item 8 of this Form 10-K.
2.Financial Statement Schedules
The following consolidated financial statement schedule for fiscal 2025, 2024, and 2023 is included in this report:
 $ $ $ Year ended May 26, 2024Deferred tax asset valuation allowance$ $ $ $ Year ended May 28, 2023Deferred tax asset valuation allowance$ $ $ $ 

All other schedules are omitted because they are not applicable, not material, not required, or because the required information is included in the consolidated financial statements or the accompanying notes to financial statements, and therefore, have been omitted.
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b)The following exhibits are filed as part of, or incorporated by reference into, this Form 10-K:
Exhibit No.Descriptions
2.1
3.1
3.2
3.3
4.1
4.2
4.3
4.4
10.1
10.2
10.3
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10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
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10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
19.1
21.1
23.1
31.1
31.2
32.1
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32.2
97.1
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
_____________________________________________________
*Management contract or compensatory plan.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LAMB WESTON HOLDINGS, INC.
By:/s/ BERNADETTE M. MADARIETA
Bernadette M. Madarieta
Chief Financial Officer
Date:July 23, 2025
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
SignatureTitleDate
/s/ MICHAEL J. SMITH
President and Chief Executive Officer and Director
(Principal Executive Officer)
July 23, 2025
Michael J. Smith
/s/ BERNADETTE M. MADARIETAChief Financial Officer
(Principal Financial Officer)		July 23, 2025
Bernadette M. Madarieta
/s/ GREGORY W. JONESVice President and Controller (Principal Accounting Officer)July 23, 2025
Gregory W. Jones
/s/ BRADLEY A. ALFORDDirectorJuly 23, 2025
Bradley A. Alford
/s/ PETER J. BENSENDirectorJuly 23, 2025
Peter J. Bensen
/s/ ROBERT J. COVIELLODirectorJuly 23, 2025
Robert J. Coviello
/s/ RITA FISHERDirectorJuly 23, 2025
Rita Fisher
/s/ ANDRÉ J. HAWAUXDirectorJuly 23, 2025
André J. Hawaux
/s/ RUTH KIMMELSHUEDirectorJuly 23, 2025
Ruth Kimmelshue
/s/ LAWRENCE E. KURZIUSDirectorJuly 23, 2025
Lawrence E. Kurzius
/s/ PAUL T. MAASSDirectorJuly 23, 2025
Paul T. Maass
/s/ TIMOTHY R. MCLEVISHDirectorJuly 23, 2025
Timothy R. McLevish
/s/ HALA G. MODDELMOGDirectorJuly 23, 2025
Hala G. Moddelmog
/s/ SCOTT OSTFELDDirectorJuly 23, 2025
Scott Ostfeld
/s/ NORMAN PRESTAGEDirectorJuly 23, 2025
Norman Prestage
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