UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 27, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to

Commission File Number: 1-37830

LAMB WESTON HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	61-1797411
(State or other jurisdiction of incorporation or organization)	(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, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No ☒

As of September 28, 2023, the Registrant had 144,927,051 shares of common stock, par value $1.00 per share, outstanding.

Table of Contents

Part I. FINANCIAL INFORMATION
	Item 1	Financial Statements (Unaudited)
		Consolidated Statements of Earnings	3
		Consolidated Statements of Comprehensive Income	4
		Consolidated Balance Sheets	5
		Consolidated Statements of Stockholders’ Equity	6
		Consolidated Statements of Cash Flows	7
		Condensed Notes to Consolidated Financial Statements (Unaudited)	8
	Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	24
	Item 4	Controls and Procedures	25
Part II. OTHER INFORMATION			27
	Item 1	Legal Proceedings	27
	Item 1A	Risk Factors	27
	Item 2	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	27
	Item 3	Defaults Upon Senior Securities	27
	Item 4	Mine Safety Disclosures	27
	Item 5	Other Information	28
	Item 6	Exhibits	28
Signature			29

2

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

Lamb Weston Holdings, Inc.

Consolidated Statements of Earnings

(unaudited, in millions, except per share amounts)

	Thirteen Weeks Ended
	August 27,		August 28,
	2023		2022
Net sales	$	1,665.3	$	1,125.6
Cost of sales		1,165.8		852.3
Gross profit		499.5		273.3
Selling, general and administrative expenses		176.2		116.3
Income from operations		323.3		157.0
Interest expense, net		30.7		26.0
Income before income taxes and equity method earnings		292.6		131.0
Income tax expense		69.9		73.7
Equity method investment earnings		12.1		174.6
Net income	$	234.8	$	231.9
Earnings per share:
Basic	$	1.61	$	1.61
Diluted	$	1.60	$	1.60
Weighted average common shares outstanding:
Basic		145.7		144.0
Diluted		146.6		144.6

See Condensed Notes to Consolidated Financial Statements.

3

Lamb Weston Holdings, Inc.

Consolidated Statements of Comprehensive Income

(unaudited, in millions)

	Thirteen Weeks Ended						Thirteen Weeks Ended
	August 27, 2023						August 28, 2022
			Tax						Tax
	Pre-Tax		(Expense)		After-Tax		Pre-Tax		(Expense)		After-Tax
	Amount		Benefit		Amount		Amount		Benefit		Amount
Net income	$	304.7	$	(69.9)	$	234.8	$	305.6	$	(73.7)	$	231.9
Other comprehensive income (loss):
Unrealized pension and post-employment benefit obligations		(0.2)		—		(0.2)		—		—		—
Unrealized currency translation gains (losses)		0.8		0.4		1.2		(31.7)		1.0		(30.7)
Other		—		—		—		0.2		—		0.2
Comprehensive income	$	305.3	$	(69.5)	$	235.8	$	274.1	$	(72.7)	$	201.4

See Condensed Notes to Consolidated Financial Statements.

4

Lamb Weston Holdings, Inc.

Consolidated Balance Sheets

(unaudited, in millions, except share data)

	August 27,		May 28,
	2023		2023
ASSETS
Current assets:
Cash and cash equivalents	$	163.3	$	304.8
Receivables, less allowance for doubtful accounts of $2.5 and $2.6		725.7		724.2
Inventories		872.9		932.0
Prepaid expenses and other current assets		84.4		166.2
Total current assets		1,846.3		2,127.2
Property, plant and equipment, net		3,008.6		2,808.0
Operating lease assets		145.6		146.1
Goodwill		1,041.7		1,040.7
Intangible assets, net		108.8		110.2
Other assets		388.6		287.6
Total assets	$	6,539.6	$	6,519.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	140.8	$	158.5
Current portion of long-term debt and financing obligations		55.1		55.3
Accounts payable		678.5		636.6
Accrued liabilities		411.0		509.8
Total current liabilities		1,285.4		1,360.2
Long-term liabilities:
Long-term debt and financing obligations, excluding current portion		3,248.5		3,248.4
Deferred income taxes		255.8		252.1
Other noncurrent liabilities		246.9		247.8
Total long-term liabilities		3,751.2		3,748.3
Commitments and contingencies
Stockholders’ equity:
Common stock of $1.00 par value, 600,000,000 shares authorized; 150,679,160 and 150,293,511 shares issued		150.7		150.3
Treasury stock, at cost, 5,752,260 and 4,627,828 common shares		(427.8)		(314.3)
Additional distributed capital		(548.7)		(558.6)
Retained earnings		2,354.6		2,160.7
Accumulated other comprehensive loss		(25.8)		(26.8)
Total stockholders’ equity		1,503.0		1,411.3
Total liabilities and stockholders’ equity	$	6,539.6	$	6,519.8

See Condensed Notes to Consolidated Financial Statements.

5

Lamb Weston Holdings, Inc.

Consolidated Statements of Stockholders’ Equity
(unaudited, in millions, except share data)

	Thirteen Weeks Ended August 27, 2023 and August 28, 2022
							Additional				Accumulated
	Common Stock,		Common		Treasury		Paid-in				Other		Total
	net of Treasury		Stock		Stock		(Distributed)		Retained		Comprehensive		Stockholders’
	Shares		Amount		Amount		Capital		Earnings		Income (Loss)		Equity
Balance at May 28, 2023		145,665,683	$	150.3	$	(314.3)	$	(558.6)	$	2,160.7	$	(26.8)	$	1,411.3
Dividends declared, $0.280 per share		—		—		—		—		(40.8)		—		(40.8)
Common stock issued		385,649		0.4		—		—		—		—		0.4
Stock-settled, stock-based compensation expense		—		—		—		9.9		—		—		9.9
Repurchase of common stock and common stock withheld to cover taxes		(1,124,432)		—		(113.5)		—		—		—		(113.5)
Other		—		—		—		—		(0.1)		—		(0.1)
Comprehensive income		—		—		—		—		234.8		1.0		235.8
Balance at August 27, 2023		144,926,900	$	150.7	$	(427.8)	$	(548.7)	$	2,354.6	$	(25.8)	$	1,503.0
Balance at May 29, 2022		144,071,428	$	148.0	$	(264.1)	$	(813.3)	$	1,305.5	$	(15.6)	$	360.5
Dividends declared, $0.245 per share		—		—		—		—		(35.2)		—		(35.2)
Common stock issued		241,391		0.3		—		0.2		—		—		0.5
Stock-settled, stock-based compensation expense		—		—		—		7.6		—		—		7.6
Repurchase of common stock and common stock withheld to cover taxes		(482,232)		—		(33.0)		—		—		—		(33.0)
Other		—		—		—		8.6		(0.4)		—		8.2
Comprehensive income		—		—		—		—		231.9		(30.5)		201.4
Balance at August 28, 2022		143,830,587	$	148.3	$	(297.1)	$	(796.9)	$	1,501.8	$	(46.1)	$	510.0

See Condensed Notes to Consolidated Financial Statements.

6

Lamb Weston Holdings, Inc.

Consolidated Statements of Cash Flows

(unaudited, in millions)

	Thirteen Weeks Ended
	August 27,		August 28,
	2023		2022
Cash flows from operating activities
Net income	$	234.8	$	231.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangibles and debt issuance costs		70.1		49.8
Stock-settled, stock-based compensation expense		9.9		7.6
Equity method investment earnings in excess of distributions		(12.2)		(174.6)
Deferred income taxes		3.6		34.5
Other		9.3		(2.8)
Changes in operating assets and liabilities, net of acquisitions:
Receivables		0.4		9.9
Inventories		60.2		(51.5)
Income taxes payable/receivable, net		61.2		42.3
Prepaid expenses and other current assets		62.8		45.5
Accounts payable		(22.4)		24.3
Accrued liabilities		(143.1)		(24.8)
Net cash provided by operating activities	$	334.6	$	192.1
Cash flows from investing activities
Additions to property, plant and equipment		(267.3)		(101.2)
Additions to other long-term assets		(37.4)		(20.0)
Acquisition of interests in joint ventures, net		—		(42.3)
Other		(0.1)		(3.4)
Net cash used for investing activities	$	(304.8)	$	(166.9)
Cash flows from financing activities
Proceeds from issuance of debt		15.1		13.8
Repayments of short-term borrowings, net		(18.9)		—
Repayments of debt and financing obligations		(13.7)		(8.0)
Dividends paid		(40.8)		(35.3)
Repurchase of common stock and common stock withheld to cover taxes		(113.5)		(34.4)
Other		0.1		0.4
Net cash used for financing activities	$	(171.7)	$	(63.5)
Effect of exchange rate changes on cash and cash equivalents		0.4		(1.4)
Net decrease in cash and cash equivalents		(141.5)		(39.7)
Cash and cash equivalents, beginning of period		304.8		525.0
Cash and cash equivalents, end of period	$	163.3	$	485.3

See Condensed Notes to Consolidated Financial Statements.

7

Lamb Weston Holdings, Inc.

Condensed Notes to Consolidated Financial Statements

(Unaudited)

1.    NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Lamb Weston Holdings, Inc. (“we,” “us,” “our,” the “Company,” or “Lamb Weston”) is a leading global producer, distributor, and marketer of value-added frozen potato products and is headquartered in Eagle, Idaho. We have two reportable segments: North America and International. See Note 12, Segments, for additional information on our reportable segments.

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements present the financial results of Lamb Weston for the thirteen weeks ended August 27, 2023 and August 28, 2022, and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”).

These consolidated financial statements are unaudited and include all adjustments that we consider necessary for a fair presentation of such financial statements and consist only of normal recurring adjustments. The preparation of financial statements involves the use of estimates and accruals. The actual results that we experience may differ materially from those estimates. Results for interim periods should not be considered indicative of results for our full fiscal year, which ends the last Sunday in May.

These financial statements and related condensed notes should be read together with the consolidated financial statements and notes in our Annual Report on Form 10-K for the fiscal year ended May 28, 2023 (the “Form 10-K”), where we include additional information on our critical accounting estimates, policies, and the methods and assumptions used in our estimates. We filed the Form 10-K with the Securities and Exchange Commission on July 25, 2023.

Effective May 29, 2023, in connection with our recent acquisitions and to align with our expanded global footprint, we began managing our operations in two reportable segments, North America and International, as further described in Note 12, Segments.

Certain amounts from prior period consolidated financial statements have been reclassified to conform with current period presentation.

There were no accounting pronouncements recently issued that had or are expected to have a material impact on our consolidated financial statements.

8

2.    EARNINGS PER SHARE

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

	Thirteen Weeks Ended
	August 27,		August 28,
(in millions, except per share amounts)	2023		2022
Numerator:
Net income	$	234.8	$	231.9
Denominator:
Basic weighted average common shares outstanding		145.7		144.0
Add: Dilutive effect of employee incentive plans (a)		0.9		0.6
Diluted weighted average common shares outstanding		146.6		144.6
Earnings per share:
Basic	$	1.61	$	1.61
Diluted	$	1.60	$	1.60

(a) Potential dilutive shares of common stock under employee incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options and the assumed vesting of outstanding restricted stock units and performance awards. As of August 27, 2023, 0.2 million shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive. As of August 28, 2022, 0.6 million shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

3.    INCOME TAXES

Income tax expense for the thirteen weeks ended August 27, 2023 and August 28, 2022 was as follows:

	Thirteen Weeks Ended
	August 27,		August 28,
(in millions)	2023		2022
Income before income taxes and equity method earnings	$	292.6	$	131.0
Equity method investment earnings		12.1		174.6
Income tax expense		69.9		73.7
Effective tax rate (a)		22.9%		24.1%

(a) The effective income tax rate is calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings. The effective tax rate varies from the U.S. statutory tax rate of 21% principally due to the impact of U.S. state taxes, foreign taxes and currency, permanent differences, and discrete items.

Excluding the impact of the following items, our effective tax rate was 23.1% for the thirteen weeks ended August 27, 2023:

● Integration and acquisition-related expenses recognized in connection with our acquisition of the remaining 50% equity interest (the “LW EMEA Acquisition”) in Lamb-Weston/Meijer v.o.f., our former European joint venture (“LW EMEA”).

● The step-up and sale of inventory related to the LW EMEA Acquisition.

● Mark-to-market adjustments associated with changes in commodity and currency derivatives.

● Foreign currency exchange losses.

Excluding the impact of mark-to-market adjustments associated with changes in commodity and currency derivatives, our effective tax rate was 25.0% for the thirteen weeks ended August 28, 2022.

9

Income Taxes Paid

Income taxes paid, net of refunds, were $4.2 million during the thirteen weeks ended August 27, 2023. Income tax refunds, net of taxes paid, were $3.2 million during the thirteen weeks ended August 28, 2022.

4.    INVENTORIES

Inventories are valued at the lower of cost (determined using the first-in, first-out method) or net realizable value and include all costs directly associated with manufacturing products: materials, labor, and manufacturing overhead. The components of inventories were as follows:

	August 27,		May 28,
(in millions)	2023		2023
Raw materials and packaging	$	111.2	$	145.7
Finished goods		682.9		708.3
Supplies and other		78.8		78.0
Inventories	$	872.9	$	932.0

5.    PROPERTY, PLANT AND EQUIPMENT

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

	August 27,		May 28,
(in millions)	2023		2023
Land and land improvements	$	164.0	$	163.2
Buildings, machinery and equipment		3,621.8		3,576.6
Furniture, fixtures, office equipment and other		113.5		112.0
Construction in progress		1,045.9		832.0
Property, plant and equipment, at cost		4,945.2		4,683.8
Less accumulated depreciation		(1,936.6)		(1,875.8)
Property, plant and equipment, net	$	3,008.6	$	2,808.0

Depreciation expense was $65.9 million and $47.3 million for the thirteen weeks ended August 27, 2023 and August 28, 2022, respectively. At August 27, 2023 and May 28, 2023, purchases of property, plant and equipment included in accounts payable were $159.3 million and $82.6 million, respectively.

Interest capitalized within construction in progress for the thirteen weeks ended August 27, 2023 and August 28, 2022, was $10.5 million and $2.0 million, respectively.

6.    GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The following table presents changes in goodwill balances, by segment, during the thirteen weeks ended August 27, 2023:

(in millions)	North America		International		Total
Balance at May 28, 2023 (a)	$	722.4	$	318.3	$	1,040.7
Foreign currency translation adjustment		—		1.0		1.0
Balance at August 27, 2023	$	722.4	$	319.3	$	1,041.7

(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 approach. Before and after the reassignment of our goodwill, we completed impairment assessments and concluded there were no indications of impairment in our segments.  See Note 12, Segments, for more information related to the change in segments.

10

Other identifiable intangible assets were as follows:

	August 27, 2023							May 28, 2023
	Weighted							Weighted
	Average	Gross						Average	Gross
	Useful Life	Carrying		Accumulated		Intangible		Useful Life	Carrying		Accumulated		Intangible
(in millions, except useful lives)	(in years)	Amount		Amortization		Assets, Net		(in years)	Amount		Amortization		Assets, Net
Non-amortizing intangible assets (a)	n/a	$	18.0	$	—	$	18.0	n/a	$	18.0	$	—	$	18.0
Amortizing intangible assets (b)	14		121.9		(31.1)		90.8	14		121.4		(29.2)		92.2
		$	139.9	$	(31.1)	$	108.8		$	139.4	$	(29.2)	$	110.2

(a) Non-amortizing intangible assets represent brands and trademarks.

(b) Amortizing intangible assets are principally composed of licensing agreements, brands, and customer relationships. Amortization expense, including developed technology amortization expense, was $2.7 million and $1.4 million for the thirteen weeks ended August 27, 2023 and August 28, 2022, respectively. Foreign intangible assets are affected by foreign currency translation.

7.    OTHER ASSETS

The components of other assets were as follows:

	August 27,		May 28,
(in millions)	2023		2023
Capitalized software costs	$	199.9	$	175.4
Property, plant and equipment deposits		101.2		30.5
Equity method investments		55.5		43.5
Other		32.0		38.2
Other assets	$	388.6	$	287.6

8.   ACCRUED LIABILITIES

The components of accrued liabilities were as follows:

	August 27,		May 28,
(in millions)	2023		2023
Compensation and benefits	$	101.9	$	187.5
Accrued trade promotions		86.6		86.1
Taxes payable		65.5		21.2
Dividends payable to shareholders		40.8		40.8
Current portion of operating lease obligations		28.9		28.5
Derivative liabilities and payables		23.1		53.9
Accrued interest		18.9		31.1
Plant utilities and accruals		15.3		27.2
Other		30.0		33.5
Accrued liabilities	$	411.0	$	509.8

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9.   DEBT AND FINANCING OBLIGATIONS

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

(in millions)	August 27, 2023				May 28, 2023
		Amount	Interest Rate			Amount	Interest Rate
Short-term borrowings:
U.S. revolving credit facility	$	—	—	%	$	—	7.710	%
Euro revolving credit facility		124.2	4.523			149.2	4.230
Other credit facilities		19.4	(a)			11.4	(a)
		143.6				160.6
Long-term debt:
Term A-1 loan facility, due June 2026 (b)		240.0	7.133			243.8	5.210
Term A-2 loan facility, due April 2025 (b)		276.2	7.133			280.3	5.380
Term A-3 loan facility, due January 2030 (b)		444.4	7.283			450.0	6.850
RMB loan facility, due February 2027		106.7	4.546			94.7	4.600
Euro loan facility, due December 2024		81.0	3.920			80.4	2.010
4.875% senior notes, due May 2028		500.0	4.875			500.0	4.875
4.125% senior notes, due January 2030		970.0	4.125			970.0	4.125
4.375% senior notes, due January 2032		700.0	4.375			700.0	4.375
		3,318.3				3,319.2
Financing obligations:
Lease financing obligations due on various dates through 2040		7.4				7.7
Total debt and financing obligations		3,469.3				3,487.5
Debt issuance costs and debt discounts (c)		(24.9)				(25.3)
Short-term borrowings, net of debt discounts		(140.8)				(158.5)
Current portion of long-term debt and financing obligations		(55.1)				(55.3)
Long-term debt and financing obligations, excluding current portion	$	3,248.5			$	3,248.4

(a) Other credit facilities consist of several short-term facilities at one of our subsidiaries used for working capital needs and have various interest rates.

(b) The interest rates on the Term A-1, A-2, and A-3 loans do not include anticipated patronage dividends. We have received and expect to continue receiving patronage dividends under all three term loan facilities.

(c) Excludes debt issuance costs of $2.3 million and $2.5 million as of August 27, 2023 and May 28, 2023, respectively, related to our U.S. revolving credit facility, which are recorded in “Other assets” on our Consolidated Balance Sheets.

As of August 27, 2023, we had no borrowings outstanding under our U.S. revolving credit facility and $994.6 million of availability under the facility, which is net of outstanding letters of credit of $5.4 million.

For the thirteen weeks ended August 27, 2023 and August 28, 2022, we paid $56.9 million and $56.8 million of interest on debt, respectively.

For more information about our debt and financing obligations, interest rates, and debt covenants, see Note 8, Debt and Financing Obligations, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of the Form 10-K.

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10.   FAIR VALUE MEASUREMENTS

The fair values of cash equivalents, receivables, accounts payable, and short-term debt approximate their carrying amounts due to their short duration.

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

	As of August 27, 2023
							Fair Value
							of Assets
(in millions)	Level 1		Level 2		Level 3		(Liabilities)
Derivative assets (a)	$	—	$	6.2	$	—	$	6.2
Derivative liabilities (a)		—		(23.1)		—		(23.1)
Deferred compensation liabilities (b)		—		(25.0)		—		(25.0)
Fair value, net	$	—	$	(41.9)	$	—	$	(41.9)

	As of May 28, 2023
							Fair Value
							of Assets
(in millions)	Level 1		Level 2		Level 3		(Liabilities)
Derivative assets (a)	$	—	$	3.0	$	—	$	3.0
Derivative liabilities (a)		—		(46.6)		—		(46.6)
Deferred compensation liabilities (b)		—		(22.6)		—		(22.6)
Fair value, net	$	—	$	(66.2)	$	—	$	(66.2)

(a) Derivative assets and liabilities included in Level 2 primarily represent commodity swaps, option contracts, interest rate swaps 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.

As of August 27, 2023, we had $2,170.0 million of fixed-rate and $1,291.9 million of variable-rate debt outstanding. Based on current market rates, the fair value of our fixed-rate debt was estimated to be $1,926.9 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. 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.

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11.   STOCKHOLDERS’ EQUITY

Share Repurchase Program

Our Board of Directors authorized a program, with no expiration date, to repurchase up to $500.0 million of our common stock. During the thirteen weeks ended August 27, 2023, we repurchased 992,365 shares for an aggregate purchase price of $100.0 million, or a weighted-average price of $100.77 per share. As of August 27, 2023, $123.9 million remained authorized for repurchase under the program.

Dividends

During the thirteen weeks ended August 27, 2023, we paid $40.8 million of dividends to our common stockholders. On September 1, 2023, we paid $40.8 million of dividends to stockholders of record as of the close of business on August 4, 2023. On September 28, 2023, our Board of Directors declared a dividend of $0.28 per share of our common stock. This dividend will be paid on December 1, 2023, to stockholders of record as of the close of business on November 3, 2023.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of taxes, as of August 27, 2023 were as follows:

	Foreign						Accumulated
	Currency		Pension and				Other
	Translation		Post-Retirement				Comprehensive
(in millions)	Losses		Benefits		Other		Loss
Balance as of May 28, 2023	$	(27.1)	$	(0.7)	$	1.0	$	(26.8)
Other comprehensive income before reclassifications, net of tax		1.2		(0.2)		—		1.0
Net current-period other comprehensive income		1.2		(0.2)		—		1.0
Balance as of August 27, 2023	$	(25.9)	$	(0.9)	$	1.0	$	(25.8)

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12.    SEGMENTS

Effective May 29, 2023, to align with our expanded global footprint following the completion of the LW EMEA Acquisition, management, including our chief executive officer (who is our chief operating decision maker), began managing operations in two business segments based on management’s change to the way it monitors performance, aligns strategies, and allocates resources. As a result of this change, we now have two operating segments, each of which is a reportable segment: North America and International. Our chief operating decision maker receives periodic management reports under this structure, which, as discussed above, informs operating decisions, performance assessment, and resource allocation decisions at the segment level. These reportable segments are each managed by a general manager and supported by a cross functional team assigned to support the segment.

	Thirteen Weeks Ended
	August 27,		August 28,
(in millions)	2023		2022
Segment net sales
North America	$	1,135.4	$	955.6
International (a)		529.9		170.0
	$	1,665.3	$	1,125.6

Thirteen Weeks Ended August 27, 2023		North America		International (a)		Unallocated Corporate Costs (c)		Total Company
Adjusted EBITDA	$	379.4	$	89.6	$	(56.2)	$	412.8
Unrealized derivative losses (gains)		—		—		(27.3)		(27.3)