Lamb Weston Holdings, Inc. (Form: 8-K, Received: 10/20/2022 08:38:57)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 19, 2022

Lamb Weston Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-37830	61-1797411
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

599 S. Rivershore Lane
Eagle, Idaho	83616
(Address of principal executive offices)	(Zip Code)

	(208) 938-1047
	(Registrant’s telephone number, including area code)

	N/A
	(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1.00 par value		LW		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement.

On October 19, 2022, Lamb Weston Holdings, Inc. (“LW” or the “Company”) entered into a Sale and Purchase Agreement (the “Purchase Agreement”) with Lamb Weston Holland B.V. (“LWH”), Kees Meijer (“Mr. Meijer”) and Meijer Beheer B.V. (“MB”). LWH, a wholly owned subsidiary of LW, and Meijer Frozen Foods B.V. (“MFF”), a wholly owned subsidiary of MB, own 100% of the equity interests in Lamb Weston/Meijer v.o.f., a joint venture between LWH and MFF engaged in the manufacturing and distribution of frozen potato products principally in Europe and the Middle East (the “Joint Venture”).

Pursuant to the terms of the Purchase Agreement, LWH will acquire from MB 100% of the equity interests in MFF (the “Transaction”), such that following the Transaction, LWH will own 100% of the equity interests of the Joint Venture, for an aggregate purchase price of approximately €700.0 million, consisting of (i) cash consideration of approximately €525.0 million and (ii) a number of shares of LW’s common stock (the “Stock Consideration”), par value $1.00 per share (the “LW Common Stock”), equal to the U.S. Dollar equivalent of €175.0 million, valued at the volume weighted average of the trading price per share of LW Common Stock for the five trading days immediately preceding the signing date of the Purchase Agreement and the five trading days immediately preceding the closing date of the Transaction.

The Purchase Agreement contains customary representations, warranties and covenants made by each of the parties. Subject to certain exceptions and other provisions, the parties have agreed to indemnify each other for breaches of representations and warranties, breaches of covenants and certain other matters.

Completion of the Transaction is subject to customary closing conditions and is anticipated to occur in the Company’s second half of fiscal 2023, although there can be no assurance the Transaction will occur within the expected timeframe or at all.

The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which will be filed by an amendment to this Current Report on Form 8-K and incorporated by reference herein.

The Purchase Agreement will be included as an exhibit to an amendment to this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. The Purchase Agreement is not intended to provide any other financial information about the parties thereto or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement are made only for purposes of that agreement and as of specific dates, are solely for the benefit of the parties thereto, may be subject to limitations agreed upon by such parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties thereto instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the parties to the Purchase Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties thereto.

Item 3.02.

Unregistered Sale of Equity Securities.

Pursuant to the Purchase Agreement described above in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference, the Company has agreed to deliver the Stock Consideration to MB at the closing of the Transaction, subject to the satisfaction of the closing conditions set forth in the Purchase Agreement. The issuance of the Stock Consideration by the Company to MB will be made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

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Item 7.01

Regulation FD Disclosure.

On October 20, 2022, the Company issued a press release relating to the Transaction. A copy of the press release is furnished as Exhibit 99.1 hereto. The Company plans to hold a conference call on October 20, 2022 at 10:00 a.m. ET to discuss the Transaction and review the Investor Presentation furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information included in Item 7.01 of this Current Report on Form 8-K, as well as Exhibit 99.1 and Exhibit 99.2 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Cautionary Information Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on the Company’s current expectations, estimates and projections about its operations, industry, financial condition, performance, results of operations, and liquidity. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” or similar expressions constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the expected timing of the completion of the Transaction and the ability of the parties to consummate the Transaction. Potential factors that could affect these forward-looking statements include, among others, the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement; the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated; the risk that the Transaction will not be consummated in a timely manner; risks that any of the closing conditions to the Transaction may not be satisfied or may not be satisfied in a timely manner; risks related to disruption of management time from ongoing business operations due to the Transaction; failure to realize the benefits expected from the Transaction; and the effect of the announcement of the Transaction on the Company’s ability to retain customers and retain and hire key personnel, maintain relationships with suppliers, and on its operating results and businesses generally, as well as the factors disclosed in the Company’s filings with the Securities and Exchange Commission, including without limitation, information under the heading “Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. Any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance and results to differ materially from those predicted. Except as required by law, the Company undertakes no obligation to publicly release the results of any revision or update to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Lamb Weston Holdings, Inc. Press Release, dated October 20, 2022

99.2		Lamb Weston Holdings, Inc. Investor Presentation, dated October 20, 2022

104		Cover Page Interactive Data File (cover page XBRL tags embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LAMB WESTON HOLDINGS, INC.

By:	/s/ Eryk J. Spytek
	Name:	Eryk J. Spytek
	Title:	Senior Vice President, General Counsel and Chief Compliance Officer

Date: October 20, 2022

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Exhibit 99.1

	News Release
	For more information, please contact:
	Investor Relations:
	Dexter Congbalay
	224-306-1535
	Dexter.Congbalay@lambweston.com

	Media:
	Shelby Stoolman
	208-424-5461
	shelby.stoolman@lambweston.com

Lamb Weston Holdings Announces Agreement to Acquire Remaining Interests in European Joint Venture Lamb-Weston/Meijer

EAGLE, ID (Oct. 20, 2022) – Lamb Weston Holdings, Inc. (NYSE: LW) (“Lamb Weston” or the “Company”) announced today it has entered into an agreement (the “Purchase Agreement”) to purchase the remaining equity interests in its European joint venture with Meijer Frozen Foods B.V. for €700 million in cash and common stock of Lamb Weston.

“Lamb-Weston/Meijer was built over the last 28 years, and we’re grateful to Meijer Frozen Foods for their longstanding partnership,” said Tom Werner, President and CEO of Lamb Weston. “The joint venture has served as a strong platform to drive growth in Europe and the Middle East, as well as to support our global customer base across our key international markets. This transaction firmly aligns with Lamb Weston’s long-term capital allocation and acquisition framework, and we believe it will strengthen our manufacturing footprint by leveraging a truly global supply chain to better serve our customers and position us to take advantage of growth opportunities in Europe, the Middle East and Africa.”

“We’re proud of the business we’ve built together to create a market leader in Europe,” said Kees Meijer, CEO of Meijer Frozen Foods. “We remain confident in the long-term outlook for Lamb Weston and the global frozen potato category. By holding an investment in common stock of Lamb Weston after the transaction closes, we sustain our strong belief in a bright future for the business.”

Upon completion of the transaction, Lamb Weston will own 100% of Lamb-Weston/Meijer v.o.f. (“Lamb-Weston/Meijer”), formerly operated as a 50/50 joint venture between a wholly-owned subsidiary of Lamb Weston and Meijer Frozen Foods. Lamb Weston will pay transaction consideration of €700 million, comprised of €525 million in cash and €175 million of Lamb Weston’s common stock. The Company anticipates closing the transaction in the second half of fiscal 2023, subject to regulatory approvals. The Company expects to fund the cash portion of the acquisition with new borrowings and cash on hand. Lamb Weston’s targeted long-term net leverage range¹ of 3.5x to 4.0x remains unchanged.

Lamb-Weston/Meijer is one of the leading suppliers of frozen potato products in Europe, the Middle East and Africa, with approximately €954 million in net sales in fiscal 2022 (including €114 million of net sales from its former joint venture in Russia). The transaction will give the Company ownership of an additional five manufacturing facilities worldwide, including four facilities in the Netherlands and one in the United Kingdom, as well as a sixth manufacturing facility through a 75% interest in a joint venture in Austria. These facilities produce nearly two billion pounds (910,000 MT) of finished frozen products annually. In addition, upon completion of the transaction, the former joint venture’s approximately 1,500 employees will become employees of Lamb Weston.

As a 50% owner of Lamb-Weston/Meijer, the Company recorded its 50% portion of earnings in Equity Method Investment Earnings in its financial statements. As of the transaction closing, Lamb-Weston/Meijer will be a wholly-owned subsidiary of the Company, and the Company will fully consolidate Lamb-Weston/Meijer’s results in its financial statements.

Goldman Sachs is acting as financial advisor to Lamb Weston in connection with this transaction.

Webcast and Conference Call Information

Lamb Weston will hold a conference call to review the proposed transaction at 10:00 a.m. EDT today, October 20, 2022. Participants in the U.S. and Canada may access the conference call by dialing 888-204-4368 and participants outside the U.S. and Canada should dial +1-323-994-2082. The confirmation code is 8173889. The conference call and presentation also may be accessed live on the internet. Participants can register for the event at: https://globalmeet.webcasts.com/starthere.jsp?ei=1578075&tp_key=f810adb575.

A rebroadcast of the conference call will be available beginning on Friday, October 21, 2022 after 2:00 p.m. ET at https://investors.lambweston.com/events-and-presentations.

¹ The Company defines net leverage as the ratio of net debt to Adjusted EBITDA including unconsolidated joint ventures. Net debt, Adjusted EBITDA including unconsolidated joint ventures and the related net leverage ratio are non-GAAP financial measures. Please see the discussion of non-GAAP financial measures and the associated reconciliations of historical non-GAAP financial measures included in the investor presentation furnished with the Company’s Current Report on Form 8-K on October 20, 2022 for more information. In addition, forward-looking non-GAAP measures related to the Company’s acquisition of Lamb-Weston/Meijer, including net leverage ratio, are unable to be reconciled to relevant GAAP measures without unreasonable efforts because of items that may impact comparability, which may include, but are not limited to, items such as purchase accounting adjustments, integration costs, and the impact of commodity derivatives.

About Lamb Weston

Lamb Weston is a leading supplier of frozen potato, sweet potato, appetizer and vegetable products to restaurants and retailers around the world. For more than 70 years, Lamb Weston has led the industry in innovation, introducing inventive products that simplify back-of-house management for its customers and make things more delicious for their customers. From the fields where Lamb Weston potatoes are grown to proactive customer partnerships, Lamb Weston always strives for more and never settles. Because, when we look at a potato, we see possibilities. Learn more about us at lambweston.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Words such as “believe,” “will,” “anticipate,” “expect,” “create,” and variations of such words and similar expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding the Company’s acquisition of Lamb-Weston/Meijer v.o.f, including the anticipated benefits of the transaction, the expected timing of the completion of the transaction, related financing and the ability of the parties to complete the transaction, as well as statements regarding the Company’s business outlook and prospects. These forward-looking statements are based on management’s current expectations and are subject to uncertainties and changes in circumstances. Readers of this press release should understand that these statements are not guarantees of performance or results. Many factors could affect these forward-looking statements and the Company’s actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements, including those set forth in this press release. These risks and uncertainties include, among other things: the occurrence of any event, change or other circumstances that could give rise to the termination of the Company’s agreement to acquire the remaining equity interests in the Lamb-Weston/Meijer joint venture; the risk that the necessary regulatory approvals for the transaction may not be obtained or may be obtained subject to conditions that are not anticipated; the risk that the transaction will not be consummated in a timely manner or at all; risks that any of the closing conditions to the transaction may not be satisfied or may not be satisfied in a timely manner; risks related to disruption of management time from ongoing business operations due to the transaction; failure to realize the benefits expected from the transaction; and the effect of the announcement of the transaction on the Company’s ability to retain customers and retain and hire key personnel, maintain relationships with suppliers and on its operating results and businesses generally; the availability and prices of raw materials; labor shortages and other operational challenges; disruptions in the global economy caused by the war in Ukraine and the possible related heightening of the Company’s other known risks; impacts on the Company’s business due to health pandemics or other contagious outbreaks, such as the COVID-19 pandemic, including impacts on demand for its products, increased costs, disruption of supply, other constraints in the availability of key commodities and other necessary services or restrictions imposed by public health authorities or governments; levels of pension, labor and people-related expenses; the Company’s ability to successfully execute its long-term value creation strategies; the Company’s ability to execute on large capital projects, including construction of new production lines or facilities; the competitive environment and related conditions in the markets in which the Company and its joint ventures operate; political and economic conditions of the countries in which the Company and its joint ventures conduct business and other factors related to its international operations; disruption of the Company’s access to export mechanisms; risks associated with possible acquisitions, including the Company’s ability to complete acquisitions or integrate acquired businesses; its debt levels; changes in the Company’s relationships with its growers or significant customers; the success of the Company’s joint ventures; actions of governments and regulatory factors affecting the Company’s businesses or joint ventures; the ultimate outcome of litigation or any product recalls; the Company’s ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends; and other risks described in the Company’s reports filed from time to time with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance on any forward-looking statements included in this press release, which speak only as of the date of this press release. The Company undertakes no responsibility for updating these statements, except as required by law.

Exhibit 99.2

2 | © 2022 Lamb Weston, Inc. All Rights Reserved Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the federal securities laws. Words such as “strength en,” “enhance,” “enable,” “provide,” “grow,” “drive,” “expect,” “leverage,” “support,” “plans,” “will,” and variations of such words and similar expressions are i nte nded to identify forward - looking statements. Examples of forward - looking statements include, but are not limited to, statements regarding the Company’s acquisition of Lamb - W eston/Meijer, including the anticipated benefits of the transaction, the expected timing of the completion of the transaction, related financing and the abi lity of the parties to complete the transaction, as well as statements regarding the Company’s business outlook and prospects. These forward - looking statements are based on management’s current expectations and are subject to uncertainties and changes in circumstances. Readers of this presentation should understand th at these statements are not guarantees of performance or results. Many factors could affect these forward - looking statements and the Company’s actual financial results and cause them to vary materially from the expectations contained in the forward - looking statements, including those set forth in this presentation. These risks and un certainties include, among other things: the occurrence of any event, change or other circumstances that could give rise to the termination of the Company’s agreement to acquire the remaining equity interests in the Lamb - Weston/Meijer joint venture; the risk that the necessary regulatory approvals for the transaction may not be obtaine d or may be obtained subject to conditions that are not anticipated; the risk that the transaction will not be consummated in a timely manner or at all; risk s t hat any of the closing conditions to the transaction may not be satisfied or may not be satisfied in a timely manner; risks related to disruption of management time f rom ongoing business operations due to the transaction; failure to realize the benefits expected from the transaction; and the effect of the announcement of the transac tio n on the Company’s ability to retain customers and retain and hire key personnel, maintain relationships with suppliers and on its operating results and businesse s g enerally; the availability and prices of raw materials; labor shortages and other operational challenges; disruptions in the global economy caused by the war in Ukrai ne and the possible related heightening of the Company’s other known risks; impacts on the Company’s business due to health pandemics or other contagious outbreaks, suc h a s the COVID - 19 pandemic, including impacts on demand for its products, increased costs, disruption of supply, other constraints in the availability of ke y commodities and other necessary services or restrictions imposed by public health authorities or governments; levels of pension, labor and people - related expenses; the C ompany’s ability to successfully execute its long - term value creation strategies; the Company’s ability to execute on large capital projects, including construction of n ew production lines or facilities; the competitive environment and related conditions in the markets in which the Company and its joint ventures operate; political and economic conditions of the countries in which the Company and its joint ventures conduct business and other factors related to its international operations; disrupti on of the Company’s access to export mechanisms; risks associated with possible acquisitions, including the Company’s ability to complete acquisitions or integrat e a cquired businesses; its debt levels; changes in the Company’s relationships with its growers or significant customers; the success of the Company’s joint ventures ; a ctions of governments and regulatory factors affecting the Company’s businesses or joint ventures; the ultimate outcome of litigation or any product recalls; the Com pany’s ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends; and other risks described in the Company’s reports filed f rom time to time with the Securities and Exchange Commission. In addition, forward - looking non - GAAP measures related to the transaction are unable to be reconciled to re levant GAAP measures without unreasonable efforts because of items that may impact comparability, which may include, but are not limited to, items such as pu rchase accounting adjustments, integration costs, and the impact of commodity derivatives. The Company cautions readers not to place undue reliance on any f orw ard - looking statements included in this presentation, which speak only as of the date of this presentation. The Company undertakes no responsibility for updatin g t hese statements, except as required by law.

4 | © 2022 Lamb Weston, Inc. All Rights Reserved Lamb - Weston/Meijer Strategic Benefits Strengthens Global Manufacturing Footprint Ability to fully leverage low - cost structure in Europe Aligned culture supports collaboration and best - in - class manufacturing practices Enhances Customer Centric Operating Model Single commercial voice to global customers Seamlessly support multi - national customers with a truly global supply chain Enables Continued Growth in the Attractive European Market Expanded customer base in Europe, Middle East and Africa (EMEA) region Centralized European market provides accessibility to service the world Provide Full Control of Global Growth Opportunities and Operating Strategies Improved platform for further consolidation opportunities in Europe Opportunity to integrate systems and processes to drive cost savings

5 | © 2022 Lamb Weston, Inc. All Rights Reserved Lamb - Weston/Meijer Snapshot 6 Processing Facilities 2.0B pounds of capacity #2 in EMEA by pounds of capacity $955M net sales (a) in FY22 Manufacturing Footprint Restaurants & Foodservice 85% Retail 10% Industry Flakes 5% LWM Channel Mix (a) Reflects €840M of net sales translated at a weighted average exchange rate of 1.14 USD to 1 Euro. Excludes €114M of net sales from LWM’s former joint venture in Russia. See GAAP - to - non - GAAP reconciliation at the end of this presentation. McCain , 29% LWM , 13% All Other , 58% EU Capacity Share

6 | © 2022 Lamb Weston, Inc. All Rights Reserved Combined Company FY22 Highlights Lamb Weston Lamb - Weston/ Meijer Combined Capacity 6.0B Pounds 2.0B Pounds 8.0B Pounds Production Facilities 19 6 25 Net sales $4,099M (a) $955M (b) $5,054M Adjusted EBITDA (c) $657M $46M $703 Employees 7,800 1,500 9,300 (a) Lamb Weston net sales include $15M of net sales to LWM. (b) LWM’s net sales exclude $130M of net sales from its former joint venture in Russia. See GAAP - to - non - GAAP reconciliation at the end of this presentation. (c) Adjusted EBITDA is a non - GAAP financial measure. Lamb Weston’s Adjusted EBITDA shown above excludes LWM’s equity method investment earnings. See GAAP - to - non - GAAP reconciliation at the end of this presentation.

7 | © 2022 Lamb Weston, Inc. All Rights Reserved Transaction Summary Lamb Weston (LW) to acquire Meijer Frozen Foods'50% interest in Lamb-Weston/Meijer(LWM)for 700M Upon completion of transaction, LW will own 100% of LWM LW to consolidate LWM financials upon transaction closing (currently records 50% of LWM's earnings as Equity Method Investment Earnings) Expect to be accretive to LW earnings in FY24 1QFY23 net leverage ratio of 3.2x(a) Transaction consideration comprised of 525Min cash and 175M in LWshares Cash portion to be financed through combination of new debt and cash on hand LW's targeted net leverage range of 3.5x -4.0x remains unchanged Closing Conditions Transaction expected to close in second half of fiscal 2023, and is subject to regulatory approvals and other customary conditions Transaction Structure Financial Impact Financing Closing Conditions (a) Assumes 1Q net debt at LW and LWM, plus approximately $525M of cash purchase price for the transaction, and Adjusted EBIT DA including unconsolidated joint ventures of $910M, the high - end of LW's current FY23 earnings outlook. LW defines net leverage as the ratio of net debt to Adjusted EBITDA including unconsolidated joint ven tur es. Net debt, Adjusted EBITDA including unconsolidated joint ventures and the related net leverage ratio are non - GAAP financial measures. See GAAP - to - non - GAAP reconciliations at the end of this presentation.

8 | © 2022 Lamb Weston, Inc. All Rights Reserved Key Takeaways Strengthens Global Manufacturing Footprint Customer Centric Operating Model Enhance Position in EMEA Fully Control Global Growth Opportunities and Operating Strategies

10 | © 2022 Lamb Weston, Inc. All Rights Reserved The following table reconciles net income to Adjusted EBITDA including unconsolidated joint ventures Fiscal year ended May 29, 2022 (unaudited) (in millions) Lamb Weston LWM Combined Net income $ 201 $ (39) Equity method investment (earnings) loss 11 - Interest expense, net 161 2 Income tax expense 72 4 Income from operations 444 (34) Depreciation and amortization 187 60 Items impacting comparability Write-off of net investment in Russia (a) - 125 Russia joint venture operating results (b) - (42) LWM natural gas and electricity derivatives (c) - (64) Adjusted EBITDA 632 46 Unconsolidated Joint Ventures Equity method investment earnings (loss) (11) - Interest expense, income tax expense, and depreciation and amortization included in equity method investment earnings (loss) 42 - Items impacting comparability Write-off of net investment in Russia (b) 63 - Impact of LWM natural gas and electricity derivatives (c) (32) - Removal of LWM unconsolidated EBITDA (d) (37) - Add: Adjusted EBITDA from unconsolidated joint ventures 25 - Adjusted EBITDA including unconsolidated joint ventures $ 657 $ 46 $ 703 FY22 GAAP to non - GAAP reconciliation

11 | © 2022 Lamb Weston, Inc. All Rights Reserved Fiscal year ended May 29, 2022 (unaudited) (in millions) LWM € LWM $ Net sales € 954 $ 1,085 Less: Sales associated with Russian joint venture (a) (114) (130) Net sales excluding Russia € 840 $ 955 The following table reconciles net sales to net sales excluding LWM’s former joint venture in Russia FY22 GAAP to non - GAAP reconciliation

12 | © 2022 Lamb Weston, Inc. All Rights Reserved The following table reconciles total debt to net debt GAAP to non - GAAP Reconciliation As of August 28, 2022 (unaudited) Transaction Combined with (in millions) Lamb Weston (a) LWM Combined Adjustments (b) Transaction Adjustments Short - term borrowings $ 9 $ 94 $ 103 $ — $ 103 Current portion of long - term debt and financing obligations 32 — 32 — 32 Long - term debt and financing obligations, excluding current portion 2,700 75 2,775 450 3,225 Total debt 2,741 168 2,910 450 3,360 Less: Cash and cash equivalents 485 20 506 (75) 431 Net debt $ 2,256 $ 148 $ 2,404 $ 525 $ 2,929