DEBT AND FINANCING OBLIGATIONS
The components of our debt, including financing obligations, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in millions) | | May 25, 2025 | | May 26, 2024 |
| | Amount | | Interest Rate | | Amount | | Interest Rate |
| Short-term borrowings: | | | | | | | | |
| Revolving credit facility | | $ | 333.2 | | | 5.940 | % | | $ | 291.3 | | | 6.580 | % |
| Other credit facilities (a) | | 37.6 | | | (a) | | 35.0 | | | (a) |
| | 370.8 | | | | | 326.3 | | | |
| Long-term debt: | | | | | | | | |
| Term A-1 loan facility, due June 2026 (b) (c) | | — | | | — | | | 228.8 | | | 7.240 | |
| Term A-3 loan facility, due January 2030 (b) | | 405.0 | | | 6.900 | | | 427.5 | | | 7.390 | |
| Term A-4 loan facility, due May 2029 (b) | | 312.8 | | | 6.630 | | | 325.0 | | | 6.540 | |
| Term A-5 loan facility, due September 2031 (b) | | 493.8 | | | 5.650 | | | — | | | — | |
| RMB loan facility, due February 2027 | | 143.8 | | | 4.040 | | | 142.2 | | | 4.450 | |
| RMB loan facility, due August 2029 | | 19.6 | | | 3.960 | | | — | | | — | |
| Euro term loan facility, due May 2029 | | 227.2 | | | 4.510 | | | 216.9 | | | 5.080 | |
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 | |
| | 3,772.2 | | | | | 3,510.4 | | | |
| Financing obligations: | | | | | | | | |
| Lease financing obligations due on various dates through 2040 (d) | | 5.2 | | | | | 5.7 | | | |
| | | | | | | | |
| Total debt and financing obligations | | 4,148.2 | | | | | 3,842.4 | | | |
| Debt issuance costs (e) | | (16.8) | | | | | (19.0) | | | |
| Short-term borrowings | | (370.8) | | | | | (326.3) | | | |
| Current portion of long-term debt and financing obligations | | (77.8) | | | | | (56.4) | | | |
| Long-term debt and financing obligations, excluding current portion | | $ | 3,682.8 | | | | | $ | 3,440.7 | | | |
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(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 2.08% to 6.19% at May 25, 2025 and May 26, 2024. For more information on our lease financing obligations, see Note 9, Leases.
(e)Excludes debt issuance costs of $3.9 million and $4.9 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 $4.8 million, $4.5 million, and $4.1 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 $1.5 billion, (ii) extending the maturity date of the Revolving Credit Facility from August 2026 to May 2029, and (iii) establishing a new €200.0 million term loan facility maturing May 2029 (the “Euro Term Loan Facility”).
Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to (i) an applicable rate described in the table below plus (ii)(a) for U.S. dollar denominated loans, Term SOFR, Adjusted Daily Simple SOFR or the Base Rate (each as defined in the Revolving Credit Agreement), and (b) for Alternative Currency denominated loans, the Alternative Currency Term Rate or the Alternative Currency Daily Rate (each as defined in the Revolving Credit Agreement). Borrowings under the Euro Term Loan Facility bear interest at a per annum rate equal to (i) an applicable rate described in the table below plus (ii) the Alternative Currency Term Rate applicable to Euro denominated loans. The Revolving Credit Agreement contains certain covenant restrictions, a consolidated net leverage ratio and an interest coverage ratio and customary events of default.
At May 25, 2025, we had approximately $1,166.8 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 $300.0 million term loan facility due June 2026 (the “Term A-1 Loan Facility”), (ii) a $325.0 million term loan facility due April 2025 (the “Term A-2 Loan Facility”) and (iii) a $450.0 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 $325.0 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 $500 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 1,079.0 million ($150.3 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 200 million ($27.9 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.
4.875% Senior Notes due 2028
In May 2020, we issued $500.0 million aggregate principal amount of 4.875% 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 101% of the principal amount of the notes, plus accrued and unpaid interest.
4.125% Senior Notes due 2030 and 4.375% Senior Notes due 2032
On November 8, 2021, we issued (i) $970.0 million aggregate principal amount of 4.125% senior notes due January 31, 2030 (“2030 Notes”) and (ii) $700.0 million aggregate principal amount of 4.375% 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, two of our subsidiaries had $50.1 million and $58.3 million, respectively, of availability under their respective line of credit facilities with financial institutions, with borrowings outstanding of $37.6 million and $35.0 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
Additional information regarding our variable rate debt modifiers is shown below:
| | | | | | | | | | | | | | | | | | | | |
| | Fixed Rate Loans | | Reference Rate-Based Loans | | Base Rate-Based Loans |
| Revolving credit facility (a) | | N/A | | 1.125 - 1.750% | | 0.125 - 0.750% |
| Term A-1 loan facility (b) | | N/A | | 1.850 - 2.600% | | 0.850 - 1.600% |
| Term A-3 loan facility | | N/A | | 2.000 - 2.750% | | 1.000 - 1.750% |
| Term A-4 loan facility (c) | | 1.850 - 2.850% | | 1.850 - 2.850% | | 0.850 - 1.850% |
| Term A-5 loan facility (d) | | 1.850 - 2.850% | | 1.850 - 2.850% | | 0.850 - 1.850% |
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(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 Loans | | PRC Prime Rate-Based Loans |
| RMB loan facility, due February 2027 | | N/A | | Prime + 0.300% |
| RMB loan facility, due August 2029 | | N/A | | Prime + 0.300% |
| Euro term loan facility, due May 2029 | | 1.125 - 1.750% | | N/A |
Debt Maturities
The aggregate minimum principal maturities of our long-term debt, including current portion of long-term debt, for the next five fiscal years and thereafter, are as follows:
| | | | | | | | |
| (in millions) | | Debt (a) |
| 2026 | | $ | 76.5 | |
| 2027 | | 195.8 | |
| 2028 | | 565.2 | |
| 2029 | | 540.7 | |
| 2030 | | 1,325.3 | |
| Thereafter | | 1,068.7 | |
| | $ | 3,772.2 | |
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(a)See Note 9, Leases, for maturities of our lease financing obligations.
Other
During fiscal 2025, 2024, and 2023, we paid $210.7 million, $191.3 million, and $151.8 million, respectively, of interest on debt.