Lamb Weston (LW) 10-Q 10 Jan 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Nov. 27, 2016	Dec. 30, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	Lamb Weston Holdings, Inc.
Entity Central Index Key	1,679,273
Document Type	10-Q
Document Period End Date	Nov. 27, 2016
Amendment Flag	false
Current Fiscal Year End Date	--05-28
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		146,058,934
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2

Condensed Combined and Consolid

Condensed Combined and Consolidated Statements of Earnings - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Nov. 27, 2016	Nov. 29, 2015	Nov. 27, 2016	Nov. 29, 2015
Condensed Combined and Consolidated Statements of Earnings
Net sales	$ 790.7	$ 740.3	$ 1,567	$ 1,488.1
Cost of sales	591.8	578.5	1,187.5	1,185
Gross profit	198.9	161.8	379.5	303.1
Selling, general and administrative expenses	73.4	52.3	129	109
Income from operations	125.5	109.5	250.5	194.1
Interest expense, net	6.8	1.5	8.3	2.8
Income before income taxes and equity method earnings	118.7	108	242.2	191.3
Income tax expense	33.9	38.7	84.9	71
Equity method investment earnings	6.2	7.7	16.8	20.2
Net income	91	77	174.1	140.5
Less: Income attributable to noncontrolling interests	3.8	3.7	7.3	5.2
Net income attributable to Lamb Weston Holdings, Inc.	$ 87.2	$ 73.3	$ 166.8	$ 135.3
Earnings per share
Basic	$ 0.59	$ 0.50	$ 1.14	$ 0.92
Diluted	$ 0.59	$ 0.50	$ 1.13	$ 0.92

Condensed Combined and Consoli3

Condensed Combined and Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Nov. 27, 2016	Nov. 29, 2015	Nov. 27, 2016	Nov. 29, 2015
Other comprehensive income (loss) Pre- Tax Amount :
Net income	$ 124.9	$ 115.7	$ 259	$ 211.5
Unrealized pension and post-employment benefit obligations				6.7
Unrealized currency translation gains (losses)	(11.9)	(8.6)	(13)	(10.4)
Comprehensive income (loss)	113	107.1	246	207.8
Less: Comprehensive income attributable to noncontrolling interests	3.8	3.7	7.3	5.2
Comprehensive income (loss) attributable to Lamb Weston	109.2	103.4	238.7	202.6
Other comprehensive income (loss) Tax (Expense) Benefit :
Net income	(33.9)	(38.7)	(84.9)	(71)
Unrealized pension and post-employment benefit obligations				(1.7)
Comprehensive income (loss)	(33.9)	(38.7)	(84.9)	(72.7)
Comprehensive income (loss) attributable to Lamb Weston	(33.9)	(38.7)	(84.9)	(72.7)
Other comprehensive income (loss) After Tax Amount :
Net income	91	77	174.1	140.5
Unrealized pension and post-employment benefit obligations				5
Unrealized currency translation gains (losses)	(11.9)	(8.6)	(13)	(10.4)
Comprehensive income (loss)	79.1	68.4	161.1	135.1
Less: Comprehensive income attributable to noncontrolling interests	3.8	3.7	7.3	5.2
Comprehensive income (loss) attributable to Lamb Weston	$ 75.3	$ 64.7	$ 153.8	$ 129.9

Condensed Combined and Consoli4

Condensed Combined and Consolidated Balance Sheets - USD ($) $ in Millions	Nov. 27, 2016	May 29, 2016
Current assets:
Cash and cash equivalents	$ 69.4	$ 36.4
Receivables, less allowance for doubtful accounts of $0.6 and $0.5	232.2	186.5
Inventories	615.9	498.9
Prepaid expenses and other current assets	18.5	58.2
Total current assets	936	780
Property, plant and equipment, net	1,134.3	1,043.1
Goodwill	131.7	133.9
Intangible assets, net	38.3	39.6
Equity method investments	150.8	155.2
Other assets	9.1	6.5
Total assets	2,400.2	2,158.3
Current liabilities:
Revolving credit facility	80
Notes payable	25.2	24.9
Current portion of long-term debt	39	13.5
Accounts payable	314.3	238
Accrued liabilities	146.6	133.2
Total current liabilities	605.1	409.6
Long-term debt, excluding current portion	2,382	104.6
Deferred income taxes	56.9	144
Other noncurrent liabilities	64.8	52.1
Total long-term liabilities	2,503.7	300.7
Commitment and contingencies
Redeemable noncontrolling interest	50	47.4
Stockholders' equity:
Common stock of $1.00 par value, 600,000,000 shares authorized; 146,046,395 shares issued	146
Parent companies' invested equity		1,409.8
Additional distributed capital	(897.7)
Retained earnings	15.3
Accumulated other comprehensive loss	(22.2)	(9.2)
Total stockholders' equity (deficit)	(758.6)	1,400.6
Total liabilities and stockholders' equity (deficit)	$ 2,400.2	$ 2,158.3

Condensed Combined and Consoli5

Condensed Combined and Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Nov. 27, 2016	May 29, 2016
Condensed Combined and Consolidated Balance Sheets
Receivables, allowance for doubtful accounts	$ 0.6	$ 0.5
Common stock, par value	$ 1
Common stock, authorized shares	600,000,000
Common stock, issued issued	146,046,395

Condensed Combined and Consoli6

Condensed Combined and Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Nov. 27, 2016	Nov. 29, 2015
Cash flows from operating activities
Net income	$ 174.1	$ 140.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangibles and debt issuance costs	52.1	47.9
Share-based compensation expense	5.2	4.3
Earnings of joint ventures in excess of distributions	(2.8)	(12.5)
Other	(0.4)	(3.1)
Change in operating assets and liabilities:
Receivables	(45.8)	(27.4)
Inventories	(117)	(96.7)
Deferred income taxes and income taxes payable, net	(8.3)	7.7
Prepaid expenses and other current assets	41.4	43.5
Accounts payable	59.8	72.4
Accrued liabilities	4.1	(3.7)
Net cash provided by operating activities	162.4	172.9
Cash flows from investing activities
Additions to property, plant and equipment	(127.8)	(66.3)
Proceeds from sale of assets	2	2.7
Net cash used for investing activities	(125.8)	(63.6)
Cash flows from financing activities
Proceeds from short-term borrowings		9.8
Borrowings from revolving credit facility	80
Proceeds from issuance of debt	798.1
Debt repayments	(3.4)	(1.4)
Payments of debt issuance costs	(9.6)
Net transfers (to) from parent	(38.8)	(121.1)
Cash distribution to parent at Separation	(823.5)
Cash distributions paid to noncontrolling interest	(5.6)	(2.8)
Net cash used for financing activities	(2.8)	(115.5)
Effect of exchange rate changes on cash and cash equivalents	(0.8)	(0.5)
Net increase (decrease) in cash and cash equivalents	33	(6.7)
Cash and cash equivalents, beginning of the period	36.4	30.6
Cash and cash equivalents, end of period	$ 69.4	$ 23.9

NATURE OF OPERATIONS AND SUMMAR

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Nov. 27, 2016
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Lamb Weston Holdings, Inc. (“we,” “us,” “our,” the “Company,” or “Lamb Weston”), along with its joint venture partners, is a leading global producer, distributor, and marketer of value-added frozen potato products and is headquartered in Eagle, Idaho. We have four reportable segments: Global, Foodservice, Retail, and Other. See Note 16, Business Segments and Related Information, for additional information on our reportable segments. On November 9, 2016, Lamb Weston separated from Conagra Brands, Inc. (formerly, ConAgra Foods, Inc., “Conagra” or “our former parent”) and became an independent publicly traded company through the pro rata distribution by Conagra of 100% of the outstanding common stock of Lamb Weston to Conagra stockholders (which we refer to as the “Separation”). Each Conagra stockholder of record as of 5:00 p.m., New York City time, on November 1, 2016, the “record date,” received one share of Lamb Weston common stock for every three shares of Conagra common stock held on the record date. Approximately 146 million shares of Lamb Weston common stock were distributed on November 9, 2016 to Conagra stockholders. Information related to the Separation and its effect on our financial statements are discussed throughout these Notes to Condensed Combined and Consolidated Financial Statements. Basis of Presentation The unaudited quarterly Condensed Combined and Consolidated Financial Statements present the financial results of Lamb Weston for the thirteen and twenty-six week periods ended November 27, 2016 and November 29, 2015, and have been prepared in accordance with generally accepted accounting principles in the United States of America. The financial statements are unaudited but include all adjustments (consisting only of normal recurring adjustments) that management considers necessary for a fair presentation of such financial statements. The preparation of financial statements involves the use of estimates and accruals. Actual results may vary from those estimates. Results for interim periods should not be considered indicative of results for a full year. The financial statements for periods prior to the Separation may not reflect what our results of operations would have been had we operated as a separate stand-alone company and may not be indicative of our future results of operations. These quarterly financial statements and notes should be read together with the consolidated financial statements and notes filed with the Securities and Exchange Commission (“SEC”) in our registration statement on Form 10, as amended, on October 17, 2016 (the “Form 10”). Prior to Separation Prior to the Separation from Conagra on November 9, 2016 (the “Separation Date”), the combined financial statements were prepared using the specific accounting records of the entities which comprise the business of Lamb Weston. In some cases, principally foreign locations, those business activities were contained within entities that were engaged in other business activities of Conagra. Because a direct ownership relationship did not exist among the various units comprising Lamb Weston, Conagra and its subsidiaries’ equity investment is shown in lieu of stockholders’ equity in the combined financial statements. Intercompany investments, accounts, and transactions between the various legal entities comprising Lamb Weston have been eliminated. Prior to the Separation Date, Lamb Weston’s financial statements included accounts specifically attributed to Lamb Weston and a portion of Conagra’s shared corporate general and administrative expenses. These shared services included, but were not limited to, legal, finance, internal audit, financial reporting, income tax accounting and advisory, insurance, information technology, treasury, and human resources functions. Shared corporate general and administrative expenses not specifically identifiable to Lamb Weston were allocated to Lamb Weston. The allocations were determined on a basis which we consider being reasonable reflections of the utilization of services provided by Conagra. However, these allocations may not reflect the costs and expenses that Lamb Weston would have incurred as a stand-alone company. A more detailed discussion of the relationship with Conagra, including a description of the costs which have been allocated to Lamb Weston and the methods of cost allocation, is included in Note 3, Related Party Transactions. As further described in Note 3, prior to the Separation Date, Lamb Weston engaged in various intercompany transactions with Conagra and its affiliates, including the sale and purchase of certain products, the procurement of certain materials and services, cash transfers related to Conagra’s centralized cash management process and expense allocations. As Conagra does not settle intercompany transactions with its businesses on a routine basis, all amounts due to (from) Conagra are classified as “Parent companies’ invested equity” on the May 29, 2016 Condensed Combined and Consolidated Balance Sheet . Changes in parent companies’ equity investment arising from cash transactions are presented as “Net transfers (to) from parent” in financing activities in the accompanying Condensed Combined and Consolidated Statements of Cash Flows, notwithstanding that advances from parent companies were utilized to fund Lamb Weston’s working capital requirements. After Separation Subsequent to the Separation Date, the consolidated financial statements include the accounts of Lamb Weston and all of its majority-owned subsidiaries. In addition, the accounts of all variable interest entities for which we are the primary beneficiary are included in our consolidated financial statements from the date such determination was made. Intercompany investments, accounts, and transactions have been eliminated. Certain amounts in the prior period combined financial statements have been reclassified to conform with the current period presentation. To conform with the current year presentation, we reclassified the amount associated with the redeemable noncontrolling interest in Lamb Weston BSW, LLC from “Other noncurrent liabilities” to “Redeemable noncontrolling interest” on the May 29, 2016 Condensed Combined and Consolidated Balance Sheet. For additional information, see Note 8, Investments in Joint Ventures. New and Recently Issued Accounting Standards In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This ASU adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. It is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, with early adoption permitted. The Company does not expect this ASU to have a material impact on the Company's financial condition, results of operations, or cash flows. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplified the accounting for income taxes, among other changes, related to stock based compensation. Conagra (and therefore Lamb Weston) early adopted ASU 2016-09 in the first quarter of fiscal 2017 with an effective date of May 30, 2016. The adoption of ASU 2016-09 did not have a material impact on our financial statements. In February 2016, the FASB issued its final lease accounting standard, FASB Accounting Standard Codification (“ASC”) Topic 842, Leases , which requires lessees to reflect most leases on their balance sheet as assets and obligations. The effective date for the standard is for fiscal years beginning after December 15, 2018. Early adoption is permitted. We are evaluating the effect that ASC 842 will have on our financial statements and related disclosures. The standard is to be applied under the modified retrospective method, with elective reliefs, which requires application of the new guidance for all periods presented. In November 2015, the FASB issued ASU 2015-17 Balance Sheet Classification of Deferred Taxes . This ASU requires entities to present all deferred tax assets and liabilities as noncurrent. Conagra (and therefore Lamb Weston) early adopted ASU 2015-17 effective May 30, 2016, and we have reflected our deferred tax assets and liabilities as noncurrent in our Condensed Combined and Consolidated Balance Sheets. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory , which addresses the measurement of inventory if its value declines or is impaired. The guidance on determining the cost of inventory is not amended. The effective date for the standard is for fiscal years beginning after December 15, 2016. Early adoption is permitted. We do not expect this ASU to have a material impact on our financial statements. The standard will be applied prospectively. In April 2015, the FASB issued ASU 2015-03 (Topic 835): Simplifying the Presentation of Debt Issuance Costs . This ASU conforms the presentation of debt issuance costs with that required for debt discounts under U.S. Generally Accepted Accounting Principles (“GAAP”). Under the ASU, debt issuance costs are presented in the balance sheet as a direct deduction from the related liability rather than as an asset. We applied this guidance retrospectively, as required. No reclassifications of balances at May 29, 2016, were necessary with the adoption of ASU 2015-03. See Note 11, Debt and Financing Obligations for more information. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which amends the guidance for revenue recognition to replace numerous industry specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The ASU also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from contracts with customers. In August 2015, the FASB deferred the effective date of the new revenue recognition standard by one year so that it is now effective for us beginning in fiscal year 2019. Early adoption in fiscal year 2018 is permitted. Lamb Weston is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The standard permits the use of either the retrospective or cumulative effect transition method. There were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations .

EARNINGS PER SHARE

EARNINGS PER SHARE	6 Months Ended
	Nov. 27, 2016
EARNINGS PER SHARE
EARNINGS PER SHARE	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 Twenty-Six Weeks Ended November 27, November 29, November 27, November 29, 2016 2015 2016 2015 Numerator: Net income attributable to Lamb Weston Holdings, Inc. $ $ $ $ Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated Net income available to Lamb Weston common stockholders $ $ $ $ Denominator (a): Basic weighted average common shares outstanding Add: Dilutive effect of stock options, restricted stock units, and other dilutive securities (b) — — Diluted weighted average common shares outstanding Earnings per share Basic $ $ $ $ Diluted $ $ $ $ (a) Earnings per share was calculated based on 146 million shares of Lamb Weston common shares that were distributed to Conagra shareholders on November 9, 2016. (b) Diluted earnings per share is calculated using net income available to common shareholders divided by diluted weighted-average shares of common shares outstanding during each period, which includes unvested share-based awards that are dilutive. For the thirteen and twenty-six weeks ended November 27, 2016, 0.3 million share-based awards were excluded from the computation of diluted EPS because they would be antidilutive. Lamb Weston had no share-based awards outstanding prior to the Separation.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Nov. 27, 2016
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	3. RELATED PARTY TRANSACTIONS Prior to the Separation, our business was included in the Commercial Foods segment of Conagra and thus our transactions with Conagra were considered related party transactions. In connection with the Separation, we entered into a separation and distribution agreement, as well as various other agreements that govern our relationships with Conagra going forward, including a transition services agreement, tax matters agreement, employee matters agreement, and trademark license agreement. Under the transition services agreement, Conagra provides a number of corporate staff services to us based on direct and indirect costs associated with rendering those services. These services include information technology, accounting, and human resource services. The thirteen and twenty-six weeks ended November 27, 2016, include $0.4 million of expenses related to the transition services agreement. The transition services agreement expires in March 2018. Information included in the remainder of this Note 3 with respect to Conagra is strictly limited to our related party transactions with Conagra prior to the Separation Date. Prior to the Separation Date, Conagra allocated certain selling, general and administrative costs to Lamb Weston based on specific metrics correlated with the cost of services it provided or costs incurred on behalf of the Company (e.g., employee headcount, net sales, and square footage of office space, etc.). Allocations based upon these metrics resulted in $3.4 million and $11.5 million for the thirteen weeks ended November 27, 2016 and November 29, 2015, respectively, of selling, general and administrative costs allocated to Lamb Weston; and $7.7 million and $23.3 million for the twenty-six weeks ended November 27, 2016 and November 29, 2015, respectively of selling, general and administrative costs allocated to Lamb Weston. Beginning in fiscal 2017, certain departmental charges, which were previously allocated, are now being directly absorbed by Lamb Weston. The above allocations were consistent with historical allocations for Lamb Weston; however, Conagra did not historically allocate certain other corporate costs to its various segments. For any remaining indirect corporate costs that supported Lamb Weston, Conagra allocated additional selling, general and administrative costs using an equal weighting between Lamb Weston product contribution margin (net sales less cost of sales and advertising and promotion expenses) and Lamb Weston total assets relative to consolidated Conagra product contribution margin and total assets. Allocations of indirect corporate costs were $8.4 million and $10.7 million for the thirteen weeks ended November 27, 2016 and November 29, 2015, respectively; and $17.3 million and $24.4 million for the twenty-six weeks ended November 27, 2016 and November 29, 2015, respectively, of selling, general and administrative costs. Although it is not practicable to estimate what such costs would have been if Lamb Weston had operated as a separate entity, Lamb Weston considers such allocations to have been made on a reasonable basis. The allocations discussed above ceased after the Separation Date. The Condensed Combined and Consolidated Balance Sheet as of May 29, 2016 and the Condensed Combined and Consolidated Statements of Earnings for the period up to the Separation Date for the thirteen and twenty-six weeks ended November 27, 2016 and November 29, 2015, include only the specific debt and interest expense of the legal entities that make-up Lamb Weston, and do not include any allocated interest expense or third-party debt of Conagra. See Note 11, Debt and Financing Obligations, for a discussion of indebtedness incurred in connection with the Separation. The interest expense included in Lamb Weston’s results of operations was $6.8 million and $1.5 million for the thirteen weeks ended November 27, 2016 and November 29, 2015, respectively; and $8.3 million and $2.8 million for the twenty-six weeks ended November 27, 2016 and November 29, 2015, respectively. Prior to the Separation, Conagra did not settle intercompany transactions with its subsidiaries on a routine basis. As a result, all amounts due to (from) Conagra are classified as “Parent companies’ invested equity” on the Condensed Combined and Consolidated Balance Sheet as of May 29, 2016. It reflects all changes in parent companies’ invested equity for all transactions between Conagra and Lamb Weston, including direct and allocated charges from Conagra to Lamb Weston, intercompany cash transfers, derivative hedging activities performed by Conagra for the benefit of Lamb Weston, sales of potatoes, vegetables, and other products for use by other Conagra affiliates, and net cash management activities. In addition, these financial statements reflect the sale of certain branded products manufactured for distribution by other Conagra affiliates. Income tax payments were made by Conagra on Lamb Weston’s behalf. Income taxes payable were settled in parent companies’ invested equity when payments are made by Conagra. Included in net sales are sales to Conagra of $4.0 million and $7.5 million for the thirteen weeks ended November 27, 2016 and November 29, 2015, respectively; and $8.4 million and $15.5 million for the twenty-six weeks ended November 27, 2016 and November 29, 2015, respectively. The related cost of sales were $3.4 million and $6.3 million for the thirteen weeks ended November 27, 2016 and November 29, 2015, respectively; and $7.0 million and $13.0 million for the twenty-six weeks ended November 27, 2016 and November 29, 2015, respectively. Lamb Weston also made purchases from Conagra of $2.6 million and $5.8 million during the thirteen weeks ended November 27, 2016 and November 29, 2015, respectively; and $7.9 million and $10.1 million during the twenty-six weeks ended November 27, 2016 and November 29, 2015, respectively. Conagra guarantees Lamb Weston’s performance under a third-party contract for certain warehousing, handling and transportation services for a portion of its finished goods inventory. The minimum term of the agreement is for a period of 20 years with three five-year renewal options. The costs of these services are adjusted annually, subject to a minimum monthly payment of $1.5 million.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Nov. 27, 2016
INCOME TAXES
INCOME TAXES	4. INCOME TAXES For periods ended on or prior to the Separation Date, we were a member of Conagra’s consolidated group and our U.S. taxable income was included in the consolidated U.S. federal income tax return of Conagra as well as in returns filed by Conagra with certain state and local taxing jurisdictions. Our foreign income tax returns are filed on a separate company basis. For periods prior to the Separation Date, our income tax liability was computed and presented herein under the “separate return method” as if we were a separate tax paying entity. In connection with the Separation, we entered into various agreements with Conagra that govern the relationship between the parties going forward, including a tax matters agreement. The tax matters agreement was entered into on the Separation Date. Under the tax matters agreement, Conagra is generally responsible for all taxes associated with consolidated federal and state filings (and will be entitled to all related refunds of taxes) imposed on Conagra and its subsidiaries (including subsidiaries that were transferred to Lamb Weston at Separation) with respect to the taxable periods (or portions thereof) ended on or prior to November 9, 2016. Also, pursuant to this agreement, Lamb Weston is generally responsible for all taxes associated with separately filed foreign, state and local tax filings (and will be entitled to all related refunds of taxes) imposed on Lamb Weston and its subsidiaries ended on or prior to November 9, 2016. In connection with the Separation, Lamb Weston recognized a step-up in tax basis in certain assets, which resulted in a $75.0 million net decrease in deferred tax liabilities and a corresponding increase in equity. The step-up in tax basis related to a deferred intercompany transaction arising in 2008, which until the Distribution Date, was eliminated within Conagra’s consolidated financial statements and federal tax filings. Income tax expense for the thirteen weeks ended November 27, 2016 and November 29, 2015, was $33.9 million and $38.7 million, respectively, and for the twenty-six weeks ended November 27, 2016 and November 29, 2015, was $84.9 million and $71.0 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was approximately 27% and 33% for the thirteen weeks ended November 27, 2016 and November 29, 2015, respectively, and 33% and 34% for the twenty-six weeks ended November 27, 2016 and November 29, 2015, respectively. The lower rate in the thirteen weeks ended November 27, 2016, is primarily attributable to an increase in costs determined to be deductible, as well as a discrete benefit arising from a change in estimate relating to fiscal 2016 foreign taxes. There have been no material changes to the unrecognized tax benefits disclosed in Note 11, Pre-Tax Income and Income Taxes, of the Notes to Combined Financial Statements included in the Form 10. Income taxes paid, net of refunds, were $90.6 million and $61.8 million in the twenty-six weeks ended November 27, 2016 and November 29, 2015, respectively.

INVENTORIES

INVENTORIES	6 Months Ended
	Nov. 27, 2016
INVENTORIES
INVENTORIES	5. INVENTORIES We value our inventories using lower of cost, as determined by the first-in, first-out method, or market. The major classes of inventories were as follows (dollars in millions): November 27, May 29, 2016 2016 Raw materials and packaging $ $ Finished goods Supplies and other Inventories $ $

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT	6 Months Ended
	Nov. 27, 2016
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT	6. PROPERTY, PLANT AND EQUIPMENT The components of property, plant, and equipment were as follows (dollars in millions): November 27, May 29, 2016 2016 Land and land improvements $ $ 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 expense was $25.8 million and $23.3 million for the thirteen weeks ended November 27, 2016 and November 29, 2015, respectively, and $50.6 million and $46.4 million for the twenty-six weeks ended November 27, 2016 and November 29, 2015, respectively. At November 27, 2016 and May 29, 2016, purchases of property, plant and equipment included in accounts payable were $32.0 million and $15.5 million, respectively.

GOODWILL AND OTHER IDENTIFIABLE

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS	6 Months Ended
	Nov. 27, 2016
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS	7. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS Changes in the carrying amount of goodwill were as follows (dollars in millions): Global Foodservice Retail Other Total Balance at May 29, 2016 $ $ $ $ $ Foreign currency translation adjustment — — — Balance at November 27, 2016 $ $ $ $ $ Other identifiable intangible assets were as follows (dollars in millions): November 27, 2016 May 29, 2016 Weighted Weighted Average Gross Average Gross Useful Life Carrying Accumulated Useful Life Carrying Accumulated (in years) Amount Amortization (in years) Amount Amortization Non-amortizing intangible assets (a) n/a $ $ — n/a $ $ — Amortizing intangible assets (b) 14 14 $ $ $ $ (a) Non-amortizing intangible assets are comprised of brands and trademarks. (b) Amortizing intangible assets are principally composed of customer relationships, licensing arrangements, and intellectual property. During the thirteen weeks ended November 27, 2016 and November 29, 2015, amortization expense was $0.5 million and $0.7 million, respectively. During the twenty-six weeks ended November 27, 2016 and November 29, 2015, amortization expense was $1.3 million and $1.1 million, respectively. Total intangible assets, net of amortization, excluding goodwill, as of November 27, 2016 and May 29, 2016, were $38.3 million and $39.6 million, respectively. Estimated intangible asset amortization expense for the remainder of fiscal 2017 and the next five years is as follows (dollars in millions): Amortization 2017 remainder $ 2018 2019 2020 2021 2022 Thereafter $

INVESTMENT IN JOINT VENTURES

INVESTMENT IN JOINT VENTURES	6 Months Ended
	Nov. 27, 2016
INVESTMENT IN JOINT VENTURES
INVESTMENT IN JOINT VENTURES	8. INVESTMENTS IN JOINT VENTURES Variable Interest Entity - Consolidated We hold a 49.99% interest in Lamb Weston BSW, LLC (“Lamb Weston BSW”), a potato processing venture with Ochoa Ag Unlimited Foods, Inc. (“Ochoa”). We provide all sales and marketing services to Lamb Weston BSW. Under certain circumstances, we could be required to compensate Ochoa for lost profits resulting from significant production shortfalls. Commencing on June 1, 2018, or on an earlier date under certain circumstances, Lamb Weston has a contractual right to purchase the remaining equity interest in Lamb Weston BSW from Ochoa (the “call option”). Lamb Weston is currently subject to a contractual obligation to purchase all of Ochoa’s equity investment in Lamb Weston BSW at the option of Ochoa (the “put option”). The purchase prices under the call option and the put option (the “options”) are based on the book value of Ochoa’s equity interest at the date of exercise, as modified by an agreed-upon rate of return for the holding period of the investment balance. The agreed-upon rate of return varies depending on the circumstances under which any of the options are exercised. Our variable interests in Lamb Weston BSW include an equity investment in the venture, the options, certain fees paid to Lamb Weston by Lamb Weston BSW for sales and marketing services, the contingent obligation related to production shortfalls and the contingent obligation to fund additional equity contributions or purchase the underlying notes associated with certain Lamb Weston BSW financings. Lamb Weston’s maximum exposure to loss as a result of Lamb Weston’s involvement with this venture is equal to Lamb Weston’s equity investment in the venture, the balance of any promissory notes extended to the venture which are subject to Lamb Weston’s purchase obligation, and the amount, if any, by which the put option exercise price exceeds the fair value of the non-controlling interest in Lamb Weston BSW upon its exercise. Also, in the event of a production shortfall, we could be required to compensate Ochoa for lost profits. It is not possible to determine the maximum exposure to losses from the potential exercise of the put option or from potential production shortfalls. However, we do not expect to incur material losses resulting from these potential exposures. Lamb Weston and Lamb Weston BSW purchase potatoes from a shareholder of Ochoa. The aggregate amount of such purchases were $12.5 million and $11.4 million for the thirteen weeks ended November 27, 2016 and November 29, 2015, respectively; and $36.6 million and $27.8 million for the twenty-six weeks ended November 27, 2016 and November 29, 2015, respectively. Lamb Weston BSW is a variable interest entity and we have determined that we are the primary beneficiary of the entity. We consolidate the financial statements of Lamb Weston BSW. The amounts presented for Lamb Weston BSW in the table below exclude intercompany balances eliminated in consolidation and include the non-controlling interest at redemption value as reported in the Condensed Combined and Consolidated Balance Sheets (dollars in millions): November 27, May 29, 2016 2016 Cash and equivalents $ $ Receivables, less allowance for doubtful accounts (a) Inventories Prepaid expenses and other current assets Property, plant and equipment, net Goodwill Intangible assets, net Total assets $ $ Notes payable $ — $ Current portion of long-term debt Accounts payable Accrued liabilities Long-term debt, excluding current portion Total liabilities $ $ Redeemable noncontrolling interest (b) $ $ (a) As of November 27, 2016 and May 29, 2016, affiliate receivables of $22.2 million and $25.8 million are not included above as they are eliminated in consolidation. (b) Represents the amount that our joint venture partner, Ochoa, had the right to put its equity interest to Lamb Weston on November 27, 2016 and May 29, 2016. The liabilities recognized as a result of consolidating the Lamb Weston BSW entity do not represent additional claims on Lamb Weston’s general assets. In connection with the Lamb Weston BSW long-term debt, we have entered into an agreement with the financial institution which provides that in the event that Lamb Weston BSW fails to comply with certain financial covenants or repayment terms, we are required to either make certain additional equity contributions to Lamb Weston BSW or to purchase the underlying notes. The assets recognized as a result of consolidating Lamb Weston BSW are the property of the venture and are not available to Lamb Weston for any other purpose. Variable Interest Entity - Not Consolidated Lamb Weston holds a 50% interest in Lamb-Weston/RDO Frozen (“Lamb Weston RDO”), a potato processing venture based in the United States. Lamb Weston provides all sales and marketing services to Lamb Weston RDO. Lamb Weston receives a fee for these services based on a percentage of the net sales of the venture. The fees received were $3.4 million and $3.1 million, for the thirteen weeks ended November 27, 2016 and November 29, 2015, respectively; and $6.9 million and $6.2 million for the twenty-six weeks ended November 27, 2016 and November 29, 2015, respectively. These fees are recorded as a reduction to selling, general, and administrative expense. Our ownership interest in this venture is included in “Equity method investments” in the Condensed Combined and Consolidated Balance Sheets. The balance of Lamb Weston’s investment was $15.8 million and $16.9 million at November 27, 2016 and May 29, 2016, respectively, representing our maximum exposure to loss as a result of our involvement with this venture. The capital structure of Lamb Weston RDO includes owners’ equity of $32.1 million and $33.9 million as of November 27, 2016 and May 29, 2016, respectively; and term borrowings from banks of $39.9 million and $16.9 million as of November 27, 2016 and May 29, 2016, respectively. Lamb Weston has determined that Lamb Weston RDO is a variable interest entity, but Lamb Weston is not the primary beneficiary. Lamb Weston does not have the power to direct the activities that most significantly impact the economic performance of the joint venture. Accordingly, Lamb Weston does not consolidate the financial statements of this entity. Lamb Weston uses equity method accounting to account for its ownership in Lamb Weston RDO. Other Investments Lamb Weston also holds a 50% ownership interest in Lamb-Weston/Meijer v.o.f. (“Lamb-Weston/Meijer”), a Netherlands joint venture with Meijer Frozen Foods B.V., headquartered in the Netherlands, which manufactures and sells frozen potato products principally in Europe. We account for this investment using equity method accounting. Transactions with Joint Ventures The carrying value of our equity method investments, which include Lamb Weston RDO and Lamb-Weston/Meijer, at November 27, 2016 and May 29, 2016, was $150.8 million and $155.2 million, respectively. These amounts are included in “Equity method investments” in our Condensed Combined and Consolidated Balance Sheets. For the thirteen weeks ended November 27, 2016 and November 29, 2015, we had sales and payments to our equity method investments of $7.2 million and $3.6 million, respectively, and $3. 4 million and $3.0 million, respectively; and for the twenty-six weeks ended November 27, 2016 and November 29, 2015, we had sales and payments to our equity method investments of $14.7 million and $6.7 million, respectively, and $7.3 million and $5.5 million, respectively. Total dividends from our equity method investments were $5.6 million and $4.7 million for the thirteen weeks ended November 27, 2016 and November 29, 2015, respectively, and $13.9 million and $7.8 million for the twenty-six weeks ended November 27, 2016 and November 29, 2015, respectively.

ACCRUED LIABILITIES

ACCRUED LIABILITIES	6 Months Ended
	Nov. 27, 2016
ACCRUED LIABILITIES
ACCRUED LIABILITIES	10. ACCRUED LIABILITIES The components of accrued liabilities were as follows (dollars in millions): November 27, May 29, 2016 2016 Compensation and benefits $ $ Accrued trade promotions Franchise, property, and sales and use taxes Accrued interest Income taxes payable — Other Accrued liabilities $ $

DEBT AND FINANCING OBLIGATION

DEBT AND FINANCING OBLIGATION	6 Months Ended
	Nov. 27, 2016
DEBT AND FINANCING OBLIGATION
DEBT AND FINANCING OBLIGATIONS	11. DEBT AND FINANCING OBLIGATIONS At November 27, 2016 and May 29, 2016, our debt, including financing obligations was as follows (dollars in millions): November 27, May 29, 2016 2016 Debt: Term loan facility, due 2021 $ $ — 4.625% senior notes, due 2024 — 4.875% senior notes, due 2026 — 6.25% installment notes, due 2017 LIBOR plus a margin (1.90% to 2.30%) and 4.34%, installment notes due on various dates through June 2031 Financing obligations: 4.35% lease financing obligation due May 2030 2.00% to 3.32% lease financing obligations due on various dates through 2040 Long-term debt, including current portion Debt issuance costs — Current portion of long-term debt Long-term debt, excluding current portion $ $ In November 2016, as part of the Separation, Lamb Weston, as borrower, issued $2,341.0 million of debt, which included $1,666.0 million of aggregate principal amount of 4.625% and 4.875% senior notes (together, the “Senior Notes”) and $675.0 million of borrowings under a five-year senior secured credit agreement (the “Credit Agreement”) with a syndicate of lenders. The Credit Agreement consists of a five-year amortizing $675.0 million term loan facility (the “Term Loan Facility”) and a five-year non-amortizing $500.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Credit Facilities”). The Credit Agreement is secured as long as Lamb Weston remains below investment grade by both Moody’s and Standard & Poor’s. Of the $1,666.0 million of Senior Notes, $1,542.9 million aggregate principal amount of Senior Notes were distributed directly to Conagra and we used the proceeds of $123.1 million of Senior Notes, together with $700.4 million of borrowings under the Credit Facilities, to fund an $823.5 million cash payment to Conagra at the time of the Separation. The $1,542.9 million of Senior Notes distributed directly to Conagra is a noncash financing activity for Lamb Weston. Debt issuances as of November 27, 2016 consisted of the following: · Revolving Credit Facility : A five-year nonamortizing $500.0 million revolving credit facility with variable annual interest, under which $80 million is outstanding on November 27, 2016. In addition to paying interest, we pay an annual commitment fee for undrawn amounts at a rate of 0.25% to 0.40% depending on our consolidated net leverage ratio. · Term Loan Facility : A five-year $675.0 million term loan amortizing in equal quarterly installments for a total of 5% annually commencing in March 2017 with the balance payable in November 2021. · 4.625% Senior Notes : An eight-year $833.0 million senior debt obligation with fixed annual interest. · 4.875% Senior Notes : A ten-year $833.0 million senior debt obligation with fixed annual interest. Credit Facilities Borrowings under the Credit Facilities bear interest at a floating rate per annum based upon the Base Rate or the Eurocurrency rate, in each case plus an applicable margin which varies based upon our consolidated net leverage ratio. Margins range from 0.500% to 1.250% for Base Rate loans and from 1.500% to 2.250% for Eurocurrency Rate loans. The Base Rate is defined as the highest of (a) Bank of America’s prime rate, (b) the federal funds rate plus 0.500% and (c) the Eurocurrency Rate with a term of one month plus 1.0%. Additionally, the Revolving Credit Facility is available for the issuance of letters of credit and swingline advances not to exceed $100.0 million and $35.0 million, respectively. Swingline advances will accrue interest at a rate equal to the Base Rate plus the applicable margin. Letters of credit and swingline advances will reduce, on a dollar for dollar basis, the amount available under the Revolving Credit Facility. Upon the occurrence of an event of default, among other things, amounts outstanding under the Credit Agreement may be accelerated and the commitments may be terminated. Our obligations under the Credit Agreement are guaranteed by certain of our direct and indirect domestic subsidiaries on the terms set forth in the Credit Agreement. The Credit Agreement has a maturity date of November 9, 2021. At November 27, 2016, we had $80.0 million of borrowings outstanding under our Revolving Credit Facility. At November 27, 2016, we had $420.0 million of availability and no outstanding letters of credit. For the period of November 9, 2016 through November 27, 2016, the average interest rate for our borrowings under the Revolving Credit Facility was 2.5%. We are required to maintain the following financial covenant ratios under the Credit Agreement: · Total net leverage ratio of 5.50 to 1.00, decreasing ratably to 4.50 to 1.00 on August 25, 2019 through maturity · Interest coverage ratio of 2.75 to 1.00 The obligations of Lamb Weston under our Credit Facilities are guaranteed jointly and severally on a senior secured basis by each of our existing and subsequently acquired or organized direct or indirect wholly owned domestic restricted subsidiaries subject to the exclusion of immaterial subsidiaries. The Credit Agreement and the indentures governing the Senior Notes contain covenants that, subject to exceptions, limit our ability and the ability of our subsidiaries to, among other things, incur, assume or guarantee additional indebtedness, pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt, make loans and investments, incur or suffer to exist liens, sell, transfer or otherwise dispose of assets, enter into agreements that restrict distributions or other payments from restricted subsidiaries to us, engage in transactions with affiliates, designate subsidiaries as unrestricted or restricted, and consolidate merge, amalgamate or transfer all or substantially all of our assets. 4.625% and 4.875% Senior Notes The Senior Notes are senior unsecured obligations and rank equally with all of our present and future senior indebtedness, senior to all our future subordinated indebtedness and effectively subordinated to all of our present and future senior secured indebtedness (including all borrowings with respect to the Credit Facilities to the extent of the value of the assets securing such indebtedness). Interest on the Senior Notes is due semiannually. Upon a change of control, we must offer to repurchase the Senior Notes at 101% of the principal amount, plus accrued and unpaid interest. We may redeem all or a portion of the 4.625% Senior Notes at any time on or after November 1, 2021, at declining prices starting at 102.313%, plus accrued and unpaid interest. We may redeem all or a portion of the 4.875% Senior Notes at any time on or after November 1, 2021, at declining prices starting at 102.438%, plus accrued and unpaid interest. Prior to November 1, 2021, we may redeem Senior Notes of either series, in whole at any time or in part, from time to time, at a price equal to 100% of the principal amount thereof, plus a make-whole premium, plus accrued and unpaid interest. We may also redeem up to 35% of the aggregate principal amount of either series of Senior Notes on or prior to November 1, 2019 in an aggregate amount equal to the net proceeds from certain equity offerings at redemption prices equal to 104.625% for the 4.625% Senior Notes and 104.875% for the 4.875% Senior Notes, plus, in each case, accrued and unpaid interest. The Senior Notes are jointly and severally guaranteed on a senior unsecured basis by Lamb Weston’s domestic subsidiaries that guarantee its obligations under the Credit Agreement. Other The aggregate minimum principal maturities of our long-term debt, including current portion, for the next five fiscal years and thereafter, are as follows (dollars in millions): Financing Obligations (a) Debt Total 2017 remainder $ $ $ 2018 2019 2020 2021 2022 Thereafter $ $ $ (a) Payments for our lease financing obligations for the next five fiscal years and thereafter include $35.5 million of payments representing interest. In November 2016, we recorded $37.3 million of debt issuance costs incurred in connection with the debt issuances described above as a reduction of long-term debt. Conagra paid $25.4 million of the debt issuance costs, we paid $9.6 million and have accrued $2.3 million. We amortize the $37.3 million of costs in interest expense using the effective interest method over the life of the loans. For the thirteen and twenty-six weeks ended November 27, 2016, we recorded $0.3 million of amortization expense in “Interest expense” in our Condensed Combined and Consolidated Statements of Earnings. Since the Separation, we have paid $0.9 million of interest on debt. Notes Payable In 2016, our Tai Mei Potato (Tai Mei Potato Industry Limited) subsidiary increased its credit facility $20.0 million to approximately $58.0 million. The facility consists of an overdraft line, a fixed asset commitment and a working capital facility. Borrowings under the facilities bear interest at either 85%, 95% or 105% of the Peoples Bank of China rate (4.35% at November 27, 2016) and may be prepaid without penalty. We guarantee the full amount of our subsidiary’s obligations to the financial institution up to the maximum amount of the credit facility. As of November 27, 2016, $25.2 million was drawn on the facility and recorded in “Notes payable” in our Condensed Combined and Consolidated Balance Sheet. For more information on our debt and interest rates on that debt, see Note 5, Notes Payable and Long-Term Debt, of the Notes to Combined Financial Statements included in the Form 10.

SHARE-BASED PAYMENTS

SHARE-BASED PAYMENTS	6 Months Ended
	Nov. 27, 2016
SHARE-BASED PAYMENTS
SHARE-BASED PAYMENTS	12. SHARE-BASED PAYMENTS Prior to the Separation Date, Lamb Weston employees participated in Conagra’s equity incentive plans, which issued equity awards, including stock options, restricted stock units and performance-based restricted stock units. In addition, certain Lamb Weston employees participated in Conagra’s employee stock purchase plan. All awards granted under these plans consisted of Conagra common shares. Lamb Weston’s Condensed Combined and Consolidated Statements of Earnings reflect compensation expense for these stock-based plans associated with the portion of Conagra’s incentive plans in which Lamb Weston employees participated and an allocation of stock-based compensation costs of certain Conagra employees who provided general and administrative services on our behalf. After the Separation Date, outstanding awards granted to Lamb Weston employees under Conagra’s equity incentive plans were converted into Lamb Weston awards under Lamb Weston’s equity incentive plans based on a conversion ratio. The conversion ratio was calculated based on the average of the volume weighted average price (“VWAP”) per share of Conagra common stock for each of the five trading days ending with the second trading day immediately prior to November 9, divided by the VWAP per share of Lamb Weston common stock for the five trading days beginning with the first trading day immediately following the Separation Date, or November 10, 2016. On November 8, 2016, the Board of Directors adopted the Lamb Weston Holdings, Inc. 2016 Stock Plan (the “Plan”). Under the terms of the Plan, equity awards, including stock options, cash and stock-settled restricted stock units, restricted stock awards, and performance-based restricted stock units, may be granted to our directors, officers, and employees. At November 27, 2016, we had 10.0 million shares authorized under our equity incentive plans, and 8.4 million were available for future grant. Forfeitures are added back to the pool of shares of common stock available to be granted at a future date. The following table summarizes stock option activity for the twenty-six weeks ended November 27, 2016: Weighted- Weighted- Average Average Exercise Remaining Aggregate Price Contractual Intrinsic Shares (per share) Term (Years) Value (a) Outstanding at May 29, 2016 — — Converted on November 9, 2016 $ Granted — — Exercised — — Forfeited/cancelled — — Outstanding at November 27, 2016 $ $ Exercisable at November 27, 2016 $ $ (a) The aggregate intrinsic values represent the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of our fiscal 2017 second quarter, or November 25, 2016, 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 quarter. The amount changes based on the fair market value of our stock. The following table summarizes restricted stock unit and performance-based restricted stock unit activity for the twenty-six weeks ended November 27, 2016: Stock-Settled Cash-Settled Performance Units Weighted- Weighted- Weighted- Average Average Average Grant- Grant- Grant- Date Fair Date Fair Date Fair Shares Value Shares Value Shares Value Outstanding at May 29, 2016 — — — — — — Converted on November 9, 2016 $ $ $ Granted — — — — — — Vested — — — — — — Forfeited/expired/cancelled — — — — — — Outstanding at November 27, 2016 $ $ $ Compensation Expense Prior to the Separation Date, Conagra charged us for share-based compensation expense related to our direct employees and allocated to us costs (including share-based compensation) of certain employees of Conagra who provided general and administrative services on our behalf (see Note 3, Related Party Transactions). Our share-based compensation expense is recorded in “Selling, general and administrative expenses.” Compensation expense for share-based awards recognized in the Condensed Combined and Consolidated Statements of Earnings, net of forfeitures, was as follows (dollars in millions): Thirteen Weeks Ended Twenty-Six Weeks Ended November 27, November 29, November 27, November 29, 2016 2015 2016 2015 Stock options $ $ $ $ Stock-settled restricted stock units Performance-based restricted stock units — — — Cash-settled restricted stock units (a) Total compensation expense Income tax benefit Total compensation expense, net of tax benefit $ $ $ $ (a) All cash-settled restricted stock units are marked-to-market and presented within “Accrued liabilities” and “Other noncurrent liabilities” in our Condensed Combined and Consolidated Balance Sheets. Based on estimates at November 27, 2016, total unrecognized compensation expense, net of estimated forfeitures, related to share-based payments was as follows (dollars in millions): Remaining Weighted Unrecognized Average Compensation Recognition Expense Period (in years) Stock options $ Cash-settled restricted stock units Stock-settled restricted stock units Performance units Total unrecognized share-based compensation expense $

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Nov. 27, 2016
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	13. STOCKHOLDERS’ EQUITY In connection with our Separation from Conagra to an independent publicly traded Delaware corporation, we amended and restated our certificate of incorporation to authorize 600,000,000 shares of common stock and 60,000,000 shares of preferred stock. We had 146,046,395 shares of common stock issued and outstanding as of November 27, 2016. Each share of common stock entitles the holder to one vote on matters to be voted on by the stockholders of Lamb Weston. No preferred stock was issued or outstanding on November 27, 2016. Dividends On December 15, 2016, our Board of Directors declared a dividend of $0.1875 per share of common stock. The dividend will be paid on March 1, 2017 to stockholders of record as of the close of business on January 30, 2017.

DERIVATIVE FINANCIAL INSTRUMENT

DERIVATIVE FINANCIAL INSTRUMENTS	6 Months Ended
	Nov. 27, 2016
DERIVATIVE FINANCIAL INSTRUMENTS
DERIVATIVE FINANCIAL INSTRUMENTS	14. DERIVATIVE FINANCIAL INSTRUMENTS Lamb Weston’s operations are exposed to market risks from adverse changes in commodity prices affecting the cost of raw materials and energy, foreign currency exchange rates, and interest rates. In the normal course of business, these risks are managed through a variety of strategies, including the use of derivatives. We do not enter into derivative financial instruments for trading or speculative purposes. Commodity and commodity index futures and option contracts are used from time to time to economically hedge commodity input prices on items such as natural gas, vegetable oils, packaging materials, and electricity. Historically, Conagra economically hedged a portion of Lamb Weston’s anticipated consumption of commodity inputs for periods of up to 36 months. In order to reduce exposures related to changes in foreign currency exchange rates, Lamb Weston enters into forward exchange, option, or swap contracts from time to time for transactions denominated in a currency other than the applicable functional currency. This includes, but is not limited to, hedging against foreign currency risk in purchasing inventory and capital equipment, sales of finished goods, and future settlement of foreign-denominated assets and liabilities. Prior to the Separation, Conagra exited all derivative instruments that were used to economically hedge portions of Lamb Weston’s foreign currency risk in anticipated transactions. The effect of exiting these positions was insignificant to our second quarter fiscal 2017 results. Economic Hedges of Forecasted Cash Flows Lamb Weston does not generally designate commodity derivatives to achieve hedge accounting treatment. We reflect realized and unrealized gains and losses from derivatives used to economically hedge anticipated commodity consumption in earnings immediately within cost of sales. Prior to the Separation, Conagra entered into certain commodity and foreign exchange derivatives with a diversified group of counterparties on behalf of Lamb Weston. Conagra monitored Lamb Weston’s positions and the credit ratings of the counterparties involved and limited the amount of credit exposure to any one party. We have not incurred a material loss due to nonperformance in any period presented and do not expect to incur any such material loss. Economic Hedges of Fair Values—Foreign Currency Exchange Rate Risk Lamb Weston may use options and cross currency swaps to economically hedge the fair value of certain monetary assets and liabilities (including intercompany balances) denominated in a currency other than the functional currency. These derivatives are marked-to-market with gains and losses immediately recognized in selling, general and administrative expenses. These substantially offset the foreign currency transaction gains or losses recognized as values of the monetary assets or liabilities being economically hedged change. All derivative instruments are recognized in our Condensed Combined and Consolidated Balance Sheets at fair value (refer to Note 15, Fair Value Measurements for additional information related to fair value measurements). The fair value of derivative assets are recognized within “Prepaid expenses and other current assets”, while the fair value of derivative liabilities are recognized within “Accrued liabilities”. In accordance with generally accepted accounting principles, Lamb Weston offsets certain derivative asset and liability balances where master netting agreements provide for legal right of setoff. No collateral was received or pledged in connection with these agreements. Derivative assets and liabilities were reflected in Lamb Weston’s Consolidated and Combined Balance Sheets as follows (dollars in millions): November 27, May 29, 2016 2016 Prepaid expenses and other current assets $ — $ Accrued liabilities $ $ The following table presents Lamb Weston’s derivative assets and liabilities, at November 27, 2016, on a gross basis (dollars in millions): Derivative Assets Derivative Liabilities Balance Sheet Location Fair Value Balance Sheet Location Fair Value Commodity contracts Prepaid expenses and other current assets $ — Accrued liabilities $ The following table presents Lamb Weston’s derivative assets and liabilities, at May 29, 2016, on a gross basis, prior to the setoff of $0.1 million where legal right of setoff existed (dollars in millions): Derivative Assets Derivative Liabilities Balance Sheet Location Fair Value Balance Sheet Location Fair Value Commodity contracts Prepaid expenses and other current assets $ Accrued liabilities $ Foreign exchange contracts Prepaid expenses and other current assets Accrued liabilities — $ $ The location and amount of gains (losses) from derivatives in Lamb Weston’s Condensed Combined and Consolidated Statements of Earnings were as follows (dollars in millions): Amount of Gain (Loss) Recognized on Derivatives in Combined Statement of Earnings Location in Consolidated for the Thirteen Weeks Ended Derivatives Not Designated as Hedging Statement of Earnings of Gain November 27, November 29, Instruments (Loss) Recognized on Derivatives 2016 2015 Commodity contracts Cost of sales $ $ Foreign exchange contracts Selling, general and administrative expenses — Total loss from derivative instruments not designed as hedging instruments $ $ Amount of Gain (Loss) Recognized on Derivatives in Combined Statement of Earnings Location in Consolidated for the Twenty-Six Weeks Ended Derivatives Not Designated as Hedging Statement of Earnings of Gain November 27, November 29, Instruments (Loss) Recognized on Derivatives 2016 2015 Commodity contracts Cost of sales $ $ Foreign exchange contracts Selling, general and administrative expenses Total loss from derivative instruments not designed as hedging instruments $ $ As of November 27, 2016, Lamb Weston had no open derivative contracts. As of May 29, 2016, Lamb Weston’s open derivative contracts had a notional value of $32.8 million and $13.6 million for purchase and sales contracts, respectively.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Nov. 27, 2016
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	15. FAIR VALUE MEASUREMENTS FASB guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows: Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities, Level 2—Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, and Level 3—Unobservable inputs reflecting Lamb Weston’s own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability. The fair values of Lamb Weston’s Level 2 derivative instruments were determined using valuation models that use market observable inputs including interest rate curves and both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 primarily represent commodity and foreign currency option and forward contracts. The following table presents Lamb Weston’s 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 November 27, 2016 (dollars in millions): As of November 27, 2016 Level 1 Level 2 Level 3 Total Assets: Deferred compensation assets $ $ — $ — $ Total assets — — Liabilities: Derivative liabilities — — Deferred compensation liabilities — — Total liabilities $ $ $ — $ The following table presents Lamb Weston’s 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 May 29, 2016 (dollars in millions): As of May 29, 2016 Level 1 Level 2 Level 3 Total Assets: Derivative assets $ $ $ — $ Deferred compensation assets — — Total assets — Liabilities: Derivative liabilities — — Deferred compensation liabilities — — Total liabilities $ $ $ — $ Certain assets and liabilities, including long-lived assets, goodwill, asset retirement obligations, and cost and equity investments are measured at fair value on a non-recurring basis. At November 27, 2016, we had $1,698.8 million of fixed-rate and $682.0 million of variable-rate long-term debt outstanding. Based on current market rates, the fair value of our fixed-rate debt at November 27, 2016 was estimated to be $1,675.9 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. 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. 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.

BUSINESS SEGMENTS AND RELATED I

BUSINESS SEGMENTS AND RELATED INFORMATION	6 Months Ended
	Nov. 27, 2016
BUSINESS SEGMENTS AND RELATED INFORMATION
BUSINESS SEGMENTS AND RELATED INFORMATION	16. BUSINESS SEGMENTS AND RELATED INFORMATION We have four operating segments, each of which are reportable segments: Global, Retail, Foodservice, and Other. Our chief operating decision maker receives periodic management reporting under this structure that generally focuses on the nature and scope of the customers’ business, which enables operating decisions, performance assessment, and resource allocation decisions at the segment level. The reportable segments are each managed by a general manager and supported by a cross functional team assigned to support the segment. We measure our segments’ product contribution margin, which is defined as net sales, less cost of sales and advertising and promotion expenses and excludes general corporate expenses, interest, and taxes. See Note 19, Business Segments and Related Information, of the Notes to Combined Financial Statements included in the Form 10 for more information. Thirteen Weeks Ended Twenty-Six Weeks Ended November 27, November 29, November 27, November 29, (in millions) 2016 2015 2016 2015 Net sales: Global $ $ $ $ Foodservice Retail Other Total net sales Product contribution margin (a): Global Foodservice Retail Other Total product contribution margin Equity method investment earnings Total product contribution margin plus equity method investment earnings Other selling, general and administrative expenses (a) (b) Interest expense, net Income tax expense Net income Less: Income attributable to noncontrolling interests Net income attributable to Lamb Weston Holdings, Inc. $ $ $ $ (a) Product contribution margin is defined as net sales, less cost of sales and advertising and promotions expenses. Other selling, general and administrative expenses include all selling, general and administrative expenses other than advertising and promotions expenses. (b) The thirteen and twenty-six weeks ended November 27, 2016 include $9.0 million and $18.7 million, respectively, of pretax expenses related to the separation of Lamb Weston from Conagra. The expenses related primarily to professional fees. Assets by Segment The manufacturing assets of Lamb Weston are shared across all reporting segments. Output from these facilities used by each reporting segment can change from fiscal year to fiscal year. Therefore, it is impracticable to allocate those assets to the reporting segments, as well as disclose total assets by segment. Other Information Lamb Weston’s largest customer, McDonald’s Corporation, accounted for approximately 12% of consolidated net sales for both the thirteen weeks ended November 27, 2016 and November 29, 2015, respectively, and approximately 11% of consolidated net sales for both the twenty-six weeks ended November 27, 2016 and November 29, 2015.

COMMITMENTS, CONTINGENCIES, GUA

COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS	6 Months Ended
	Nov. 27, 2016
COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS
COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS	17. COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS We have financial commitments and obligations that arise in the ordinary course of our business. These include long-term debt (discussed in Note 11, Debt and Financing Obligations), lease obligations, purchase commitments for goods and services, and legal proceedings (discussed below). 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 November 27, 2016 , we are not aware of any material liabilities arising from any guarantee, indemnification, or financial assurance we have provided. If we determined such a liability was probable and subject to reasonable determination, we would accrue for it at that time. In certain limited situations, Lamb Weston will guarantee an obligation of an unconsolidated entity. At the time in which Lamb Weston initially provides such a guarantee, Lamb Weston assesses the risk of financial exposure to Lamb Weston under these agreements. Lamb Weston considers the credit-worthiness of the guaranteed party, the value of any collateral pledged against the related obligation, and any other factors that may mitigate Lamb Weston’s risk. Lamb Weston actively monitors market and entity-specific conditions that may result in a change of Lamb Weston’s assessment of the risk of loss under these agreements. Lamb Weston is a party to various potato purchase supply agreements with 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. Lamb Weston paid $104.6 million and $101.8 million for the thirteen weeks ended November 27, 2016 and November 29, 2015, respectively, and $123.1 million and $118.0 million for the twenty-six weeks ended November 27, 2016 and November 29, 2015, respectively, under the terms of the potato supply agreements. Amounts paid are initially capitalized in inventory and charged to cost of sales as related inventories are produced and subsequently sold. Under the terms of such potato supply agreements, Lamb Weston has guaranteed repayment of short-term bank loans of the potato suppliers, under certain conditions. At November 27, 2016, the amount of supplier loans Lamb Weston has effectively guaranteed was $27.8 million. Lamb Weston has not established a liability for these guarantees, as Lamb Weston has determined that the likelihood of Lamb Weston’s required performance under the guarantees is remote. Under certain other potato supply agreements, Lamb Weston makes advances to growers prior to the delivery of potatoes. There were no advances at November 27, 2016 and $15.7 million at May 29, 2016. Federal income tax credits were generated related to Lamb Weston’s sweet potato production facility in Delhi, Louisiana. Third parties invested in certain of these income tax credits. Conagra has guaranteed these third parties the face value of these income tax credits over their statutory lives, through fiscal 2017, in the event that the income tax credits are recaptured or reduced. The face value of the income tax credits was $26.7 million at November 27, 2016. Lamb Weston believes the likelihood of the recapture or reduction of the income tax credits is remote, and therefore Lamb Weston has not established a liability in connection with this guarantee. Lamb-Weston/Meijer, a joint venture (see Note 8, Investments in Joint Ventures for further information), headquartered in the Netherlands, manufactures and sells frozen potato products principally in Europe. Lamb Weston and Lamb Weston’s partner are jointly and severally liable for all legal liabilities of Lamb-Weston/Meijer. As of November 27, 2016 and May 29, 2016, the total liabilities of Lamb-Weston/Meijer were $203.1 million and $203.7 million, respectively. Lamb-Weston/Meijer is well capitalized, with partners’ equity of $266.4 million and $284.5 million as of November 27, 2016 and May 29, 2016, respectively. Lamb Weston has not established a liability on its balance sheets for the obligations of Lamb-Weston/Meijer, as Lamb Weston has determined the likelihood of any required payment by Lamb Weston to settle such liabilities of Lamb-Weston/Meijer is remote. After taking into account liabilities recognized for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on Lamb Weston’s financial condition, results of operations, or cash flows. It is reasonably possible that a change in one of the estimates of the foregoing matters may occur in the future. Legal proceedings We are also a party to other legal actions arising in the ordinary course of our business. These legal actions include commercial liability claims, premises liability claims, and employment-related claims, among others. As of the date of this filing, we do not believe it is reasonably possible that any of the legal actions against us will, either individually or in the aggregate, have a material adverse effect on our financial condition, results of operations, or cash flows. Costs of legal services associated with the foregoing matters are recognized in earnings as services are provided.

NATURE OF OPERATIONS AND SUMM23

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Nov. 27, 2016
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The unaudited quarterly Condensed Combined and Consolidated Financial Statements present the financial results of Lamb Weston for the thirteen and twenty-six week periods ended November 27, 2016 and November 29, 2015, and have been prepared in accordance with generally accepted accounting principles in the United States of America. The financial statements are unaudited but include all adjustments (consisting only of normal recurring adjustments) that management considers necessary for a fair presentation of such financial statements. The preparation of financial statements involves the use of estimates and accruals. Actual results may vary from those estimates. Results for interim periods should not be considered indicative of results for a full year. The financial statements for periods prior to the Separation may not reflect what our results of operations would have been had we operated as a separate stand-alone company and may not be indicative of our future results of operations. These quarterly financial statements and notes should be read together with the consolidated financial statements and notes filed with the Securities and Exchange Commission (“SEC”) in our registration statement on Form 10, as amended, on October 17, 2016 (the “Form 10”).
New and Recently Issued Accounting Standards	New and Recently Issued Accounting Standards In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This ASU adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. It is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, with early adoption permitted. The Company does not expect this ASU to have a material impact on the Company's financial condition, results of operations, or cash flows. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplified the accounting for income taxes, among other changes, related to stock based compensation. Conagra (and therefore Lamb Weston) early adopted ASU 2016-09 in the first quarter of fiscal 2017 with an effective date of May 30, 2016. The adoption of ASU 2016-09 did not have a material impact on our financial statements. In February 2016, the FASB issued its final lease accounting standard, FASB Accounting Standard Codification (“ASC”) Topic 842, Leases , which requires lessees to reflect most leases on their balance sheet as assets and obligations. The effective date for the standard is for fiscal years beginning after December 15, 2018. Early adoption is permitted. We are evaluating the effect that ASC 842 will have on our financial statements and related disclosures. The standard is to be applied under the modified retrospective method, with elective reliefs, which requires application of the new guidance for all periods presented. In November 2015, the FASB issued ASU 2015-17 Balance Sheet Classification of Deferred Taxes . This ASU requires entities to present all deferred tax assets and liabilities as noncurrent. Conagra (and therefore Lamb Weston) early adopted ASU 2015-17 effective May 30, 2016, and we have reflected our deferred tax assets and liabilities as noncurrent in our Condensed Combined and Consolidated Balance Sheets. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory , which addresses the measurement of inventory if its value declines or is impaired. The guidance on determining the cost of inventory is not amended. The effective date for the standard is for fiscal years beginning after December 15, 2016. Early adoption is permitted. We do not expect this ASU to have a material impact on our financial statements. The standard will be applied prospectively. In April 2015, the FASB issued ASU 2015-03 (Topic 835): Simplifying the Presentation of Debt Issuance Costs . This ASU conforms the presentation of debt issuance costs with that required for debt discounts under U.S. Generally Accepted Accounting Principles (“GAAP”). Under the ASU, debt issuance costs are presented in the balance sheet as a direct deduction from the related liability rather than as an asset. We applied this guidance retrospectively, as required. No reclassifications of balances at May 29, 2016, were necessary with the adoption of ASU 2015-03. See Note 11, Debt and Financing Obligations for more information. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which amends the guidance for revenue recognition to replace numerous industry specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The ASU also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from contracts with customers. In August 2015, the FASB deferred the effective date of the new revenue recognition standard by one year so that it is now effective for us beginning in fiscal year 2019. Early adoption in fiscal year 2018 is permitted. Lamb Weston is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The standard permits the use of either the retrospective or cumulative effect transition method. There were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations .

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	6 Months Ended
	Nov. 27, 2016
EARNINGS PER SHARE
Schedule of computation of basic and diluted earnings per common	Thirteen Weeks Ended Twenty-Six Weeks Ended November 27, November 29, November 27, November 29, 2016 2015 2016 2015 Numerator: Net income attributable to Lamb Weston Holdings, Inc. $ $ $ $ Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated Net income available to Lamb Weston common stockholders $ $ $ $ Denominator (a): Basic weighted average common shares outstanding Add: Dilutive effect of stock options, restricted stock units, and other dilutive securities (b) — — Diluted weighted average common shares outstanding Earnings per share Basic $ $ $ $ Diluted $ $ $ $ (a) Earnings per share was calculated based on 146 million shares of Lamb Weston common shares that were distributed to Conagra shareholders on November 9, 2016. Diluted earnings per share is calculated using net income available to common shareholders divided by diluted weighted-average shares of common shares outstanding during each period, which includes unvested share-based awards that are dilutive. For the thirteen and twenty-six weeks ended November 27, 2016, 0.3 million share-based awards were excluded from the computation of diluted EPS because they would be antidilutive. Lamb Weston had no share-based awards outstanding prior to the Separation.

INVENTORIES (Tables)

INVENTORIES (Tables)	6 Months Ended
	Nov. 27, 2016
INVENTORIES
Schedule of major classes of inventories	November 27, May 29, 2016 2016 Raw materials and packaging $ $ Finished goods Supplies and other Inventories $ $

PROPERTY, PLANT AND EQUIPMENT (

PROPERTY, PLANT AND EQUIPMENT (Tables)	6 Months Ended
	Nov. 27, 2016
PROPERTY, PLANT AND EQUIPMENT
Schedule of components of property, plant and equipment	November 27, May 29, 2016 2016 Land and land improvements $ $ 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 $ $

GOODWILL AND OTHER IDENTIFIAB27

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS (Tables)	6 Months Ended
	Nov. 27, 2016
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS
Schedule of changes in the carrying amount of goodwill	Global Foodservice Retail Other Total Balance at May 29, 2016 $ $ $ $ $ Foreign currency translation adjustment — — — Balance at November 27, 2016 $ $ $ $ $
Schedule of other identifiable intangible assets	November 27, 2016 May 29, 2016 Weighted Weighted Average Gross Average Gross Useful Life Carrying Accumulated Useful Life Carrying Accumulated (in years) Amount Amortization (in years) Amount Amortization Non-amortizing intangible assets (a) n/a $ $ — n/a $ $ — Amortizing intangible assets (b) 14 14 $ $ $ $ (a) Non-amortizing intangible assets are comprised of brands and trademarks. (b) Amortizing intangible assets are principally composed of customer relationships, licensing arrangements, and intellectual property. During the thirteen weeks ended November 27, 2016 and November 29, 2015, amortization expense was $0.5 million and $0.7 million, respectively. During the twenty-six weeks ended November 27, 2016 and November 29, 2015, amortization expense was $1.3 million and $1.1 million, respectively.
Schedule of estimated intangible asset amortization expense	Amortization 2017 remainder $ 2018 2019 2020 2021 2022 Thereafter $

INVESTMENTS IN JOINT VENTURES (

INVESTMENTS IN JOINT VENTURES (Tables)	6 Months Ended
	Nov. 27, 2016
INVESTMENT IN JOINT VENTURES
Schedule of condensed combined and consolidated balance sheets	Lamb Weston BSW is a variable interest entity and we have determined that we are the primary beneficiary of the entity. We consolidate the financial statements of Lamb Weston BSW. The amounts presented for Lamb Weston BSW in the table below exclude intercompany balances eliminated in consolidation and include the non-controlling interest at redemption value as reported in the Condensed Combined and Consolidated Balance Sheets (dollars in millions): November 27, May 29, 2016 2016 Cash and equivalents $ $ Receivables, less allowance for doubtful accounts (a) Inventories Prepaid expenses and other current assets Property, plant and equipment, net Goodwill Intangible assets, net Total assets $ $ Notes payable $ — $ Current portion of long-term debt Accounts payable Accrued liabilities Long-term debt, excluding current portion Total liabilities $ $ Redeemable noncontrolling interest (b) $ $ (a) As of November 27, 2016 and May 29, 2016, affiliate receivables of $22.2 million and $25.8 million are not included above as they are eliminated in consolidation. Represents the amount that our joint venture partner, Ochoa, had the right to put its equity interest to Lamb Weston on November 27, 2016 and May 29, 2016.

PENSION AND OTHER POST-RETIREME

PENSION AND OTHER POST-RETIREMENT BENEFITS (Tables)	6 Months Ended
	Nov. 27, 2016
PENSION AND OTHER POST-RETIREMENT BENEFITS
Schedule of components of net periodic benefit cost for our pension and postretirement benefit plans	Postretirement Pension Plan Plans Service cost $ $ — Interest cost — — Expected return on plan assets — — Net amortization of unrecognized amounts — — Prior service cost — — Actuarial loss — — Net periodic benefit cost $ $ —
Schedule of Pension costs incurred included in the Condensed Combined and Consolidated statements of earnings	Allocated pension costs (benefits) incurred by Conagra prior to November 9, 2016 and pension costs recognized after the Separation Date are included in the Condensed Combined and Consolidated Statements of Earnings as follows (dollars in millions): Thirteen Weeks Ended Twenty-Six Weeks Ended November 27, November 29, November 27, November 29, 2016 2015 2016 2015 Cost of sales (a) $ $ $ $ Selling, general and administrative expenses (a) Total $ $ $ — $ (a) Pension, service and interest costs are allocated to operations as reflected in cost of sales above. Expected returns on pension assets are not allocated to operations and are reflected in “Selling, general and administrative expenses” in the Condensed Combined and Consolidated Statements of Earnings.

ACCRUED LIABILITIES (Tables)

ACCRUED LIABILITIES (Tables)	6 Months Ended
	Nov. 27, 2016
ACCRUED LIABILITIES
Schedule of components of accrued liabilities	November 27, May 29, 2016 2016 Compensation and benefits $ $ Accrued trade promotions Franchise, property, and sales and use taxes Accrued interest Income taxes payable — Other Accrued liabilities $ $

DEBT AND FINANCING OBLIGATION (

DEBT AND FINANCING OBLIGATION (Tables)	6 Months Ended
	Nov. 27, 2016
DEBT AND FINANCING OBLIGATION
Schedule of debt, including financing obligations	November 27, May 29, 2016 2016 Debt: Term loan facility, due 2021 $ $ — 4.625% senior notes, due 2024 — 4.875% senior notes, due 2026 — 6.25% installment notes, due 2017 LIBOR plus a margin (1.90% to 2.30%) and 4.34%, installment notes due on various dates through June 2031 Financing obligations: 4.35% lease financing obligation due May 2030 2.00% to 3.32% lease financing obligations due on various dates through 2040 Long-term debt, including current portion Debt issuance costs — Current portion of long-term debt Long-term debt, excluding current portion $ $
Schedule of aggregate minimum principal maturities of long term debt	Financing Obligations (a) Debt Total 2017 remainder $ $ $ 2018 2019 2020 2021 2022 Thereafter $ $ $ Payments for our lease financing obligations for the next five fiscal years and thereafter include $35.5 million of payments representing interest.

SHARE-BASED PAYMENTS (Tables)

SHARE-BASED PAYMENTS (Tables)	6 Months Ended
	Nov. 27, 2016
SHARE-BASED PAYMENTS
Schedule of stock option, restricted stock units and performance-based restricted stock unit activity	Weighted- Weighted- Average Average Exercise Remaining Aggregate Price Contractual Intrinsic Shares (per share) Term (Years) Value (a) Outstanding at May 29, 2016 — — Converted on November 9, 2016 $ Granted — — Exercised — — Forfeited/cancelled — — Outstanding at November 27, 2016 $ $ Exercisable at November 27, 2016 $ $ (a) The aggregate intrinsic values represent the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of our fiscal 2017 second quarter, or November 25, 2016, 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 quarter. The amount changes based on the fair market value of our stock. The following table summarizes restricted stock unit and performance-based restricted stock unit activity for the twenty-six weeks ended November 27, 2016: Stock-Settled Cash-Settled Performance Units Weighted- Weighted- Weighted- Average Average Average Grant- Grant- Grant- Date Fair Date Fair Date Fair Shares Value Shares Value Shares Value Outstanding at May 29, 2016 — — — — — — Converted on November 9, 2016 $ $ $ Granted — — — — — — Vested — — — — — — Forfeited/expired/cancelled — — — — — — Outstanding at November 27, 2016 $ $ $
Schedule of compensation expenses for share-based awards recognized, net of forfeitures	Thirteen Weeks Ended Twenty-Six Weeks Ended November 27, November 29, November 27, November 29, 2016 2015 2016 2015 Stock options $ $ $ $ Stock-settled restricted stock units Performance-based restricted stock units — — — Cash-settled restricted stock units (a) Total compensation expense Income tax benefit Total compensation expense, net of tax benefit $ $ $ $ (a) All cash-settled restricted stock units are marked-to-market and presented within “Accrued liabilities” and “Other noncurrent liabilities” in our Condensed Combined and Consolidated Balance Sheets.
Schedule of total unrecognized compensation expense, net of estimated forfeitures, related to share-based payments	Remaining Weighted Unrecognized Average Compensation Recognition Expense Period (in years) Stock options $ Cash-settled restricted stock units Stock-settled restricted stock units Performance units Total unrecognized share-based compensation expense $

DERIVATIVE FINANCIAL INSTRUME33

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	6 Months Ended
	Nov. 27, 2016
DERIVATIVE FINANCIAL INSTRUMENTS
Schedule of derivative assets and liabilities	November 27, May 29, 2016 2016 Prepaid expenses and other current assets $ — $ Accrued liabilities $ $
Schedule of derivative assets and liabilities - Gross basis	The following table presents Lamb Weston’s derivative assets and liabilities, at November 27, 2016, on a gross basis (dollars in millions): Derivative Assets Derivative Liabilities Balance Sheet Location Fair Value Balance Sheet Location Fair Value Commodity contracts Prepaid expenses and other current assets $ — Accrued liabilities $ The following table presents Lamb Weston’s derivative assets and liabilities, at May 29, 2016, on a gross basis, prior to the setoff of $0.1 million where legal right of setoff existed (dollars in millions): Derivative Assets Derivative Liabilities Balance Sheet Location Fair Value Balance Sheet Location Fair Value Commodity contracts Prepaid expenses and other current assets $ Accrued liabilities $ Foreign exchange contracts Prepaid expenses and other current assets Accrued liabilities — $ $
Schedule of location and amount of gains (losses) from derivatives not designated as hedging instruments	Amount of Gain (Loss) Recognized on Derivatives in Combined Statement of Earnings Location in Consolidated for the Thirteen Weeks Ended Derivatives Not Designated as Hedging Statement of Earnings of Gain November 27, November 29, Instruments (Loss) Recognized on Derivatives 2016 2015 Commodity contracts Cost of sales $ $ Foreign exchange contracts Selling, general and administrative expenses — Total loss from derivative instruments not designed as hedging instruments $ $ Amount of Gain (Loss) Recognized on Derivatives in Combined Statement of Earnings Location in Consolidated for the Twenty-Six Weeks Ended Derivatives Not Designated as Hedging Statement of Earnings of Gain November 27, November 29, Instruments (Loss) Recognized on Derivatives 2016 2015 Commodity contracts Cost of sales $ $ Foreign exchange contracts Selling, general and administrative expenses Total loss from derivative instruments not designed as hedging instruments $ $

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Nov. 27, 2016
FAIR VALUE MEASUREMENTS
Schedule of financial assets and liabilities measured at fair value on recurring basis	As of November 27, 2016 Level 1 Level 2 Level 3 Total Assets: Deferred compensation assets $ $ — $ — $ Total assets — — Liabilities: Derivative liabilities — — Deferred compensation liabilities — — Total liabilities $ $ $ — $ The following table presents Lamb Weston’s 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 May 29, 2016 (dollars in millions): As of May 29, 2016 Level 1 Level 2 Level 3 Total Assets: Derivative assets $ $ $ — $ Deferred compensation assets — — Total assets — Liabilities: Derivative liabilities — — Deferred compensation liabilities — — Total liabilities $ $ $ — $

BUSINESS SEGMENTS AND RELATED35

BUSINESS SEGMENTS AND RELATED INFORMATION (Tables)	6 Months Ended
	Nov. 27, 2016
BUSINESS SEGMENTS AND RELATED INFORMATION
Schedule of segment information	Thirteen Weeks Ended Twenty-Six Weeks Ended November 27, November 29, November 27, November 29, (in millions) 2016 2015 2016 2015 Net sales: Global $ $ $ $ Foodservice Retail Other Total net sales Product contribution margin (a): Global Foodservice Retail Other Total product contribution margin Equity method investment earnings Total product contribution margin plus equity method investment earnings Other selling, general and administrative expenses (a) (b) Interest expense, net Income tax expense Net income Less: Income attributable to noncontrolling interests Net income attributable to Lamb Weston Holdings, Inc. $ $ $ $ (a) Product contribution margin is defined as net sales, less cost of sales and advertising and promotions expenses. Other selling, general and administrative expenses include all selling, general and administrative expenses other than advertising and promotions expenses. (b) The thirteen and twenty-six weeks ended November 27, 2016 include $9.0 million and $18.7 million, respectively, of pretax expenses related to the separation of Lamb Weston from Conagra. The expenses related primarily to professional fees.

NATURE OF OPERATIONS AND SUMM36

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) shares in Millions	Nov. 09, 2016shares	Nov. 27, 2016segment
Number of reportable segments | segment		4
Conagra
Ownership interest (as a percent)		100.00%
Common stock held on the record date | shares	146

EARNINGS PER SHARE - Computatio

EARNINGS PER SHARE - Computation of basic and diluted earnings per common share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Nov. 27, 2016	Nov. 29, 2015	Nov. 27, 2016	Nov. 29, 2015
Numerator:
Net income attributable to Lamb Weston Holdings, Inc	$ 87.2	$ 73.3	$ 166.8	$ 135.3
Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated	0.5	0.4	0.9	0.9
Net income available to Lamb Weston common stockholders	$ 86.7	$ 72.9	$ 165.9	$ 134.4
Denominator:
Basic weighted average common shares outstanding	146	146	146	146
Add: Dilutive effect of stock options, restricted stock units, and other dilutive securities	0.3		0.3
Diluted weighted average common shares outstanding	146.3	146	146.3	146
Earning per share
Basic	$ 0.59	$ 0.50	$ 1.14	$ 0.92
Diluted	$ 0.59	$ 0.50	$ 1.13	$ 0.92

EARNINGS PER SHARE - Additional

EARNINGS PER SHARE - Additional information (Details) - shares	Nov. 09, 2016	Nov. 27, 2016
Shares that were excluded from the computation		300,000
Share-based awards outstanding prior to the separation	0
Conagra
Common stock held on the record date	146,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - Conagra $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Nov. 27, 2016USD ($)	Nov. 29, 2015USD ($)	Nov. 27, 2016USD ($)	Nov. 29, 2015USD ($)	May 29, 2016USD ($)item
Related Party Transaction [Line Items]
Interest expense	$ 6.8	$ 1.5	$ 8.3	$ 2.8
Net sales	4	7.5	8.4	15.5
Cost of sales	3.4	6.3	7	13
Purchases	2.6	5.8	7.9	10.1
Term of agreement					20 years
Number of renewal term | item					3
Renewal term					5 years
Minimum monthly payment					$ 1.5
Transition services agreement
Related Party Transaction [Line Items]
Related party transaction expenses	0.4		0.4
Allocations based upon certain metrics
Related Party Transaction [Line Items]
Selling, general and administrative costs	3.4	11.5	7.7	23.3
Allocations based upon indirect corporate costs
Related Party Transaction [Line Items]
Selling, general and administrative costs	$ 8.4	$ 10.7	$ 17.3	$ 24.4

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Nov. 27, 2016	Nov. 29, 2015	Nov. 27, 2016	Nov. 29, 2015
Income tax expense	$ 33.9	$ 38.7	$ 84.9	$ 71
Effective tax rate	27.00%	33.00%	33.00%	34.00%
Income taxes paid, net of refunds			$ 90.6	$ 61.8
Conagra
Deferred tax liabilities	$ 75		$ 75

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Millions	Nov. 27, 2016	May 29, 2016
Major classes of inventories
Raw materials and packaging	$ 199.5	$ 86.2
Finished goods	379	384.3
Supplies and other	37.4	28.4
Total	$ 615.9	$ 498.9

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Nov. 27, 2016	Nov. 29, 2015	Nov. 27, 2016	Nov. 29, 2015	May 29, 2016
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost	$ 2,171.7		$ 2,171.7		$ 2,034.2
Less accumulated depreciation	(1,037.4)		(1,037.4)		(991.1)
Property, plant, and equipment, net	1,134.3		1,134.3		1,043.1
Depreciation	25.8	$ 23.3	50.6	$ 46.4
Accounts payable
Property, Plant and Equipment [Line Items]
Purchases of property, plant, and equipment included in accounts payable			32		15.5
Land and land improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost	138.9		138.9		136.5
Buildings, machinery, and equipment
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost	1,815		1,815		1,776.1
Furniture, fixtures, office equipment and other
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost	62.3		62.3		53.1
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost	$ 155.5		$ 155.5		$ 68.5

GOODWILL AND OTHER IDENTIFIAB43

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Carrying amount of goodwill (Details) $ in Millions	6 Months Ended
	Nov. 27, 2016USD ($)
Goodwill [Roll Forward]
Balance at the beginning	$ 133.9
Foreign currency translation adjustment	(2.2)
Balance at the end	131.7
Global
Goodwill [Roll Forward]
Balance at the beginning	75.7
Foreign currency translation adjustment	(2.2)
Balance at the end	73.5
Foodservice
Goodwill [Roll Forward]
Balance at the beginning	42.8
Balance at the end	42.8
Retail
Goodwill [Roll Forward]
Balance at the beginning	10.9
Balance at the end	10.9
Other.
Goodwill [Roll Forward]
Balance at the beginning	4.5
Balance at the end	$ 4.5

GOODWILL AND OTHER IDENTIFIAB44

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Other identifiable intangible assets (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Nov. 27, 2016	Nov. 29, 2015	Nov. 27, 2016	Nov. 29, 2015	May 29, 2016
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS
Weighted Average Useful Life, amortizing intangible assets (in years)			14 years		14 years
Gross Carrying Amount, amortizing intangible assets	$ 35.1		$ 35.1		$ 35.1
Accumulated Amortization, amortizing intangible assets	14.8		14.8		13.5
Gross Carrying Amount, non-amortizing intangible assets	18		18		18
Total intangible assets, excluding goodwill	53.1		53.1		$ 53.1
Amortization expense	$ 0.5	$ 0.7	$ 1.3	$ 1.1

GOODWILL AND OTHER IDENTIFIAB45

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Estimated intangible assets amortization expense (Details) - USD ($) $ in Millions	Nov. 27, 2016	May 29, 2016
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Intangible assets, net	$ 38.3	$ 39.6
Estimated intangible asset amortization expense
2017 remainder	1
2,018	1.9
2,019	1.8
2,020	1.8
2,021	1.8
2,022	1.8
Thereafter	10.2
Total	$ 20.3

INVESTMENT IN JOINT VENTURES -

INVESTMENT IN JOINT VENTURES - Variable Interest Entity (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Nov. 27, 2016	Nov. 29, 2015	Nov. 27, 2016	Nov. 29, 2015	May 29, 2016	May 31, 2015
Condensed Combined and Consolidated Balance Sheets
Cash and equivalents	$ 69.4	$ 23.9	$ 69.4	$ 23.9	$ 36.4	$ 30.6
Inventories	615.9		615.9		498.9
Prepaid expenses and other current assets	18.5		18.5		58.2
Property, plant and equipment, net	1,134.3		1,134.3		1,043.1
Goodwill	131.7		131.7		133.9
Intangible assets, net	38.3		38.3		39.6
Notes payable	25.2		25.2		24.9
Current portion of long-term debt	39		39		13.5
Accounts payable	314.3		314.3		238
Long-term debt, excluding current portion	2,382		2,382		104.6
Redeemable noncontrolling interest (b)	50		$ 50		47.4
Lamb Weston BSW
Schedule of Equity Method Investments [Line Items]
Ownership interest (as a percent)			49.99%
Purchases	12.5	11.4	$ 36.6	27.8
Condensed Combined and Consolidated Balance Sheets
Cash and equivalents	12		12		4.3
Receivables, less allowance for doubtful accounts (a)	0.1		0.1		0.1
Inventories	1.9		1.9		1.2
Prepaid expenses and other current assets	0.1		0.1		0.4
Property, plant and equipment, net	50.4		50.4		52.2
Goodwill	18.8		18.8		18.8
Intangible assets, net	4.8		4.8		5.2
Total assets	88.1		88.1		82.2
Notes payable					1
Current portion of long-term debt	1.2		1.2		0.5
Accounts payable	10.1		10.1		10.9
Accrued liabilities	2.5		2.5		1.7
Long-term debt, excluding current portion	28.8		28.8		29.5
Total liabilities	42.6		42.6		43.6
Redeemable noncontrolling interest (b)	50		50		$ 47.4
Lamb Weston BSW | Eliminated in consolidation
Condensed Combined and Consolidated Balance Sheets
Receivables, less allowance for doubtful accounts (a)	$ 22.2	$ 25.8	$ 22.2	$ 25.8
Lamb Weston RDO
Schedule of Equity Method Investments [Line Items]
Ownership interest (as a percent)			50.00%

INVESTMENT IN JOINT VENTURES 47

INVESTMENT IN JOINT VENTURES - Variable Interests Entity Not Consolidated (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Nov. 27, 2016	Nov. 29, 2015	Nov. 27, 2016	Nov. 29, 2015	May 29, 2016
Variable Interest Entity [Line Items]
Equity method investments	$ 150.8		$ 150.8		$ 155.2
Stockholders' equity	(758.6)		$ (758.6)		1,400.6
Lamb Weston BSW
Variable Interest Entity [Line Items]
Ownership interest (as a percent)			49.99%
Lamb Weston RDO
Variable Interest Entity [Line Items]
Ownership interest (as a percent)			50.00%
Equity method investments	15.8		$ 15.8		16.9
Term borrowings from banks	39.9		39.9		16.9
Selling, general and administrative expense | Lamb Weston RDO
Variable Interest Entity [Line Items]
Fees received	3.4	$ 3.1	6.9	$ 6.2
Lamb Weston RDO
Variable Interest Entity [Line Items]
Stockholders' equity	$ 32.1		$ 32.1		$ 33.9

INVESTMENT IN JOINT VENTURES 48

INVESTMENT IN JOINT VENTURES - Other Investments and Transactions with Ventures (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Nov. 27, 2016	Nov. 29, 2015	Nov. 27, 2016	Nov. 29, 2015	May 29, 2016
Schedule of Equity Method Investments [Line Items]
Carrying value of equity method investments	$ 150.8		$ 150.8		$ 155.2
Dividends received from equity method investments			13.9	$ 7.8
Lamb Weston RDO and Lamb Weston Meijer
Schedule of Equity Method Investments [Line Items]
Carrying value of equity method investments	150.8		150.8		$ 155.2
Sales	7.2	$ 3.6	3.4	3
Purchases	14.7	6.7	$ 7.3	$ 5.5
Dividends received from equity method investments	$ 5.6	$ 4.7
Lamb Weston/Meijer
Schedule of Equity Method Investments [Line Items]
Ownership interest (as a percent)	50.00%		50.00%

PENSION AND OTHER POST-RETIRE49

PENSION AND OTHER POST-RETIREMENT BENEFITS (Details) - Pension Plan $ in Millions	3 Months Ended
	Nov. 27, 2016USD ($)
Defined Benefit Plan Disclosure [Line Items]
Pension liabilities	$ 7.4
Components of net periodic benefit cost for our pension and postretirement benefit plans
Service cost	0.4
Net periodic benefit cost	$ 0.4

PENSION AND OTHER POST-RETIRE50

PENSION AND OTHER POST-RETIREMENT BENEFITS - Condensed Combined and Consolidated statements of earnings (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Nov. 27, 2016	Nov. 29, 2015	Nov. 27, 2016	Nov. 29, 2015
Defined Benefit Plan Disclosure [Line Items]
Pension cost incurred	$ (0.2)	$ 1.6		$ 3.2
Cost of sales
Defined Benefit Plan Disclosure [Line Items]
Pension cost incurred	2.6	3	$ 5.5	6
Selling, general and administrative expense
Defined Benefit Plan Disclosure [Line Items]
Pension cost incurred	$ (2.8)	$ (1.4)	$ (5.5)	$ (2.8)

ACCRUED LIABILITIES (Details)

ACCRUED LIABILITIES (Details) - USD ($) $ in Millions	Nov. 27, 2016	May 29, 2016
ACCRUED LIABILITIES
Compensation and benefits	$ 55.3	$ 63.3
Accrued trade promotions	41.7	35.6
Franchise, property, and sales and use taxes	13.5	12
Accrued interest	6.5	0.6
Income taxes payable	7.5
Other	22.1	21.7
Total accrued liabilities	$ 146.6	$ 133.2

DEBT AND FINACING OBLIGATION -

DEBT AND FINACING OBLIGATION - Debt ,including financing obligations (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Nov. 27, 2016	May 29, 2016	Nov. 30, 2016
Debt Instrument [Line Items]
Debt:	$ 2,380.8	$ 40.1
Financing obligations:	77.2	78
Long-term debt, including current portion	2,458	118.1
Debt issuance costs	(37)		$ (37.3)
Current portion of long-term debt	(39)	(13.5)
Long-term debt, excluding current portion	2,382	104.6
6.25% instalment notes, due 2017
Debt Instrument [Line Items]
Debt:	$ 9.8	$ 10.1
Interest rate (as a percent)	6.25%	6.25%
4.34%, installment notes due 2031
Debt Instrument [Line Items]
Debt:	$ 30	$ 30
4.34%, installment notes due 2031 | LIBOR
Debt Instrument [Line Items]
Interest rate (as a percent)	4.34%	4.34%
4.34%, installment notes due 2031 | LIBOR | Minimum
Debt Instrument [Line Items]
Variable interest rate (as a percent)	(1.90%)	(1.90%)
4.34%, installment notes due 2031 | LIBOR | Maximum
Debt Instrument [Line Items]
Variable interest rate (as a percent)	2.30%	2.30%
4.35% lease financing obligation due May 2030
Debt Instrument [Line Items]
Financing obligations:	$ 68.9	$ 69.7
Interest rate (as a percent)	4.35%	4.35%
2.00% to 3.32% lease financing obligations due on various dates through 2040
Debt Instrument [Line Items]
Financing obligations:	$ 8.3	$ 8.3
2.00% to 3.32% lease financing obligations due on various dates through 2040 | Minimum
Debt Instrument [Line Items]
Interest rate (as a percent)	2.00%	2.00%
2.00% to 3.32% lease financing obligations due on various dates through 2040 | Maximum
Debt Instrument [Line Items]
Interest rate (as a percent)	3.32%	3.32%
Senior notes | 4.625% senior notes, due 2024
Debt Instrument [Line Items]
Debt:	$ 833
Interest rate (as a percent)	4.625%	4.625%
Senior notes | 4.875% senior notes, due 2026
Debt Instrument [Line Items]
Debt:	$ 833
Interest rate (as a percent)	4.875%	4.875%
Term loan facility, due 2021
Debt Instrument [Line Items]
Debt:	$ 675

DEBT AND FINANCING OBLIGATIONS

DEBT AND FINANCING OBLIGATIONS - Credit facilities (Details) $ in Millions	Aug. 25, 2019	Nov. 30, 2016USD ($)	Nov. 30, 2016USD ($)	Nov. 27, 2016USD ($)	May 29, 2016
Debt Instrument [Line Items]
Face amount		$ 2,341	$ 2,341
Federal Fund Rate
Debt Instrument [Line Items]
Variable interest rate (as a percent)				0.50%
One month Eurocurrency Rate
Debt Instrument [Line Items]
Variable interest rate (as a percent)				1.00%
Conagra
Debt Instrument [Line Items]
Cash payment to former parent			823.5
Senior notes
Debt Instrument [Line Items]
Face amount		1,666	1,666
Proceeds from senior notes		1,666
Percentage of principal amount redeemed				101.00%
Senior notes | Prior to November 1, 2021
Debt Instrument [Line Items]
Percentage of principal amount redeemed				100.00%
Senior notes | Conagra
Debt Instrument [Line Items]
Related party noncash financing activity		1,542.9
Proceeds from senior notes, remaining amount			123.1
Senior notes | 4.625% senior notes, due 2024
Debt Instrument [Line Items]
Debt term (in years)				8 years
Interest rate (as a percent)				4.625%	4.625%
Senior notes | 4.625% senior notes, due 2024 | On or after November 1, 2021
Debt Instrument [Line Items]
Redemption prices (as a percent)				102.313%
Senior notes | 4.625% senior notes, due 2024 | On or prior to November 1, 2019
Debt Instrument [Line Items]
Redemption prices (as a percent)				104.625%
Senior notes | 4.875% senior notes, due 2026
Debt Instrument [Line Items]
Debt term (in years)				10 years
Interest rate (as a percent)				4.875%	4.875%
Senior notes | 4.875% senior notes, due 2026 | On or after November 1, 2021
Debt Instrument [Line Items]
Redemption prices (as a percent)				102.438%
Senior notes | 4.875% senior notes, due 2026 | On or prior to November 1, 2019
Debt Instrument [Line Items]
Redemption prices (as a percent)				104.875%
Term loan facility, due 2021
Debt Instrument [Line Items]
Borrowing capacity		$ 675	675	$ 675
Debt term (in years)		5 years		5 years
Periodic amortization rate (as a percent)				5.00%
Total net leverage ratio				5.50
Interest coverage rate				2.75
Term loan facility, due 2021 | Forecast
Debt Instrument [Line Items]
Total net leverage ratio	4.50
Revolving credit facilities
Debt Instrument [Line Items]
Borrowing capacity		$ 500	$ 500	$ 500
Debt term (in years)			5 years	5 years
Borrowing outstanding				$ 80
Available amount				420
Letter of credit outstanding				$ 0
Average interest rate				2.50%
Revolving credit facilities | Conagra
Debt Instrument [Line Items]
Cash payment to former parent			$ 700.4
Borrowing outstanding				$ 80
Minimum | Base Rate
Debt Instrument [Line Items]
Variable interest rate (as a percent)				0.50%
Minimum | Eurocurrency rate
Debt Instrument [Line Items]
Variable interest rate (as a percent)				1.50%
Minimum | Revolving credit facilities
Debt Instrument [Line Items]
Commitment fee for undrawn amount (as a percent)				0.25%
Maximum | Base Rate
Debt Instrument [Line Items]
Variable interest rate (as a percent)				1.25%
Maximum | Eurocurrency rate
Debt Instrument [Line Items]
Variable interest rate (as a percent)				2.25%
Maximum | Senior notes | On or prior to November 1, 2019
Debt Instrument [Line Items]
Percentage of principal amount redeemed				35.00%
Maximum | Revolving credit facilities
Debt Instrument [Line Items]
Commitment fee for undrawn amount (as a percent)				0.40%
Maximum | Letters of credit
Debt Instrument [Line Items]
Letter of credit outstanding				$ 100
Maximum | swingline advances
Debt Instrument [Line Items]
Letter of credit outstanding				$ 35

DEBT AND FINANCING OBLIGATION54

DEBT AND FINANCING OBLIGATIONS - Aggregate minimum principal maturities (Details) - USD ($) $ in Millions	6 Months Ended
	Nov. 27, 2016	May 29, 2016
Financing Obligations (a)
2017 remainder	$ 3.8
2,018	5.6
2,019	5.4
2,020	5
2,021	4.9
2,022	5.2
Thereafter	47.3
Total	77.2
Debt
2017 reminder	18.7
2,018	35.3
2,019	35.4
2,020	35.4
2,021	35.5
2,022	533.4
Thereafter	1,687.1
Total	2,380.8
Total
2017 remainder	22.5
2,018	40.9
2,019	40.8
2,020	40.4
2,021	40.4
2,022	538.6
Thereafter	1,734.4
Total	2,458	$ 118.1
Interest on lease finance	$ 35.5

DEBT AND FINANCING OBLIGATION55

DEBT AND FINANCING OBLIGATIONS - Other and Notes payable (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended		6 Months Ended
	Nov. 30, 2016	Nov. 27, 2016	Nov. 29, 2015	Nov. 27, 2016	Nov. 29, 2015	May 29, 2016
Net interest expense
Debt issuance costs	$ 37.3	$ 37		$ 37
Accrued Expenses		6.8	$ 1.5	8.3	$ 2.8
Interest Expenses	37.3	(6.8)	$ (1.5)	(8.3)	$ (2.8)
Amortization expense		0.3		0.3
Interest on debt				0.9
Notes payable		25.2		25.2		$ 24.9
Notes payable | Tai Mei Potato
Net interest expense
Increased credit facility		58		58		$ 20
Notes payable		$ 25.2		$ 25.2
China rate | Notes payable | Tai Mei Potato
Net interest expense
Interest rate option one				85.00%
Interest rate option two				95.00%
Interest rate option three				105.00%
Conagra
Net interest expense
Debt issuance costs	25.4
Interest paid	9.6
Accrued Expenses	$ 2.3

SHARE-BASED PAYMENTS - Stock op

SHARE-BASED PAYMENTS - Stock option activity (Details) $ / shares in Units, $ in Millions	1 Months Ended	6 Months Ended
	Nov. 27, 2016USD ($)$ / sharesshares	Nov. 27, 2016USD ($)item$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of threshold days | item		5
Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized under our equity incentive plans (in shares)	10,000,000	10,000,000
Available for future grant (in shares)	8,400,000	8,400,000
Stock options
Shares
Converted (in shares)	607,420
Outstanding at end of the period (in shares)	607,420	607,420
Exercisable at end of year (in shares)	333,143	333,143
Weighted - Average Exercise Price (Per share)
Converted (in dollars per share) | $ / shares	$ 23.60
Outstanding at end of the period (in dollars per share) | $ / shares	23.60	$ 23.60
Exercisable at end of year (in dollars per share) | $ / shares	$ 20.52	$ 20.52
Weighted- Average Remaining Contractual Term (Years)
Outstanding (in years)		7 years 3 months 22 days
Exercisable (in years)		6 years 7 days
Exercisable aggregate intrinsic value | $	$ 5.5	$ 5.5
Outstanding aggregate intrinsic value | $	$ 4	$ 4

SHARE-BASED PAYMENTS - Restrict

SHARE-BASED PAYMENTS - Restricted stock unit and performance-based restricted stock unit (Details)	1 Months Ended
	Nov. 27, 2016$ / sharesshares
Stock Settled
Shares
Converted (in shares) | shares	449,716
Outstanding at end of the period (in shares) | shares	449,716
Weighted-Average Grant-Date Fair Value
Converted (in dollars per share) | $ / shares	$ 25.05
Outstanding at end of the period (in dollars per share) | $ / shares	$ 25.05
Cash-settled restricted stock units
Shares
Converted (in shares) | shares	469,837
Outstanding at end of the period (in shares) | shares	469,837
Weighted-Average Grant-Date Fair Value
Converted (in shares) | $ / shares	$ 25.33
Outstanding at end of the period (in dollars per share) | $ / shares	$ 25.33
Performance Units
Shares
Converted (in shares) | shares	56,050
Outstanding at end of the period (in shares) | shares	56,050
Weighted-Average Grant-Date Fair Value
Converted (in shares) | $ / shares	$ 25.84
Outstanding at end of the period (in dollars per share) | $ / shares	$ 25.84

SHARE-BASED PAYMENTS - Compensa

SHARE-BASED PAYMENTS - Compensation Expense (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Nov. 27, 2016	Nov. 29, 2015	Nov. 27, 2016	Nov. 29, 2015
Compensation expense
Total compensation expense	$ 2.5	$ 1.7	$ 5.2	$ 4.3
Income tax benefit	(0.9)	(0.6)	(1.9)	(1.6)
Total compensation expense, net of tax benefit	1.6	1.1	3.3	2.7
Stock options
Compensation expense
Total compensation expense	0.1	0.1	0.3	0.2
Stock-settled restricted stock units
Compensation expense
Total compensation expense	0.9	0.6	1.6	1.2
Performance Units
Compensation expense
Total compensation expense	(0.3)
Cash-settled restricted stock units
Compensation expense
Total compensation expense	$ 1.8	$ 1	$ 3.3	$ 2.9

SHARE-BASED PAYMENTS - Unrecogn

SHARE-BASED PAYMENTS - Unrecognized compensation expense, net of estimated forfeitures (Details) $ in Millions	6 Months Ended
	Nov. 27, 2016USD ($)
Unrecognized compensation expense, net of estimated forfeitures
Unrecognized Compensation Expense	$ 16.7
Remaining Weighted Average Recognition Period (in years)	2 years 1 month 6 days
Stock options
Unrecognized compensation expense, net of estimated forfeitures
Unrecognized Compensation Expense	$ 0.8
Remaining Weighted Average Recognition Period (in years)	1 year 6 months
Cash-settled restricted stock units
Unrecognized compensation expense, net of estimated forfeitures
Unrecognized Compensation Expense	$ 7.8
Remaining Weighted Average Recognition Period (in years)	2 years 1 month 6 days
Stock-settled restricted stock units
Unrecognized compensation expense, net of estimated forfeitures
Unrecognized Compensation Expense	$ 7.3
Remaining Weighted Average Recognition Period (in years)	2 years 1 month 6 days
Performance Units
Unrecognized compensation expense, net of estimated forfeitures
Unrecognized Compensation Expense	$ 0.8
Remaining Weighted Average Recognition Period (in years)	2 years

STOCKHOLDERS' EQUITY - Common a

STOCKHOLDERS' EQUITY - Common and preferred stock (Details)	Dec. 15, 2016$ / shares	Nov. 27, 2016Voteshares
STOCKHOLDERS' EQUITY
Common stock, authorized shares		600,000,000
Preferred stock, authorized shares		60,000,000
Common stock, issued shares		146,046,395
Common stock, outstanding shares		146,046,395
Number of votes that each share holder is entitled | Vote		1
Preferred stock, issued shares		0
Preferred stock, outstanding shares		0
Cash dividends declared per common share | $ / shares	$ 0.1875

DERIVATIVE FINANCIAL INSTRUME61

DERIVATIVE FINANCIAL INSTRUMENTS - Derivative assets and liabilities (Details) - USD ($) $ in Millions	6 Months Ended
	Nov. 27, 2016	May 29, 2016
DERIVATIVE FINANCIAL INSTRUMENTS
Period for anticipated consumption of commodity inputs	36 months
Prepaid expenses and other current assets		$ 2.1
Accrued liabilities	$ 0.6	$ 0.2

DERIVATIVE FINANCIAL INSTRUME62

DERIVATIVE FINANCIAL INSTRUMENTS - Derivative assets and liabilities on gross basis (Details) - USD ($) $ in Millions	Nov. 27, 2016	May 29, 2016
DERIVATIVE FINANCIAL INSTRUMENTS
Setoff of derivative liabilities		$ 0.1
Derivative assets		2.1
Derivative liabilities		0.2
Commodity contracts | Prepaid expenses and other current assets
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative assets		1.5
Commodity contracts | Accrued Liabilities
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative liabilities	$ 0.6	0.2
Foreign exchange contracts | Prepaid expenses and other current assets
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative assets		$ 0.6

DERIVATIVE FINANCIAL INSTRUME63

DERIVATIVE FINANCIAL INSTRUMENTS - Gains (losses) from derivatives not designated as hedging instruments (Details) - Derivatives not designated as hedging instruments - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Nov. 27, 2016	Nov. 29, 2015	Nov. 27, 2016	Nov. 29, 2015
Derivative Instruments, Gain (Loss)
Amount of Gain or (Loss) Recognized on Derivative	$ (0.6)	$ (1.9)	$ (0.2)	$ (4.4)
Commodity contracts | Cost of sales
Derivative Instruments, Gain (Loss)
Amount of Gain or (Loss) Recognized on Derivative	(0.5)	$ (1.9)	(0.1)	(5.2)
Foreign exchange contracts | Selling, general and administrative expense
Derivative Instruments, Gain (Loss)
Amount of Gain or (Loss) Recognized on Derivative	$ (0.1)		$ (0.1)	$ 0.8

DERIVATIVE FINANCIAL INSTRUME64

DERIVATIVE FINANCIAL INSTRUMENTS - (Details) - USD ($) $ in Millions	Nov. 27, 2016	May 29, 2016
Open commodity purchase contracts
DERIVATIVE FINANCIAL INSTRUMENTS
Notional amount	$ 0	$ 32.8
Open commodity sale contracts
DERIVATIVE FINANCIAL INSTRUMENTS
Notional amount	$ 0	$ 13.6

FAIR VALUE MEASUREMENTS - Finan

FAIR VALUE MEASUREMENTS - Financial assets and liabilities, recurring basis (Details) - USD ($) $ in Millions	Nov. 27, 2016	May 29, 2016
Assets:
Derivative assets		$ 2.1
Liabilities
Derivative liabilities	$ 0.6	0.2
Fixed rate debt
Liabilities
Long-term Debt	1,698.8
Long-term Debt, Fair Value	1,675.9
Variable rate debt
Liabilities
Long-term Debt	682
Recurring | Total
Assets:
Derivative assets		0.7
Deferred compensation assets	0.7	2.8
Total assets	0.7
Liabilities
Derivative liabilities	0.6	6.5
Deferred compensation liabilities	6.8	6.7
Total liabilities	7.4
Recurring | Level 1 | Total
Assets:
Derivative assets		0.7
Deferred compensation assets	0.7	2.2
Total assets	0.7
Liabilities
Derivative liabilities		6.5
Deferred compensation liabilities	6.8	6.5
Total liabilities	6.8
Recurring | Level 2 | Total
Assets:
Deferred compensation assets		0.6
Liabilities
Derivative liabilities	0.6
Deferred compensation liabilities		$ 0.2
Total liabilities	$ 0.6

BUSINESS SEGMENTS AND RELATED66

BUSINESS SEGMENTS AND RELATED INFORMATION (Details) $ in Millions	3 Months Ended		6 Months Ended
	Nov. 27, 2016USD ($)	Nov. 29, 2015USD ($)	Nov. 27, 2016USD ($)segment	Nov. 29, 2015USD ($)
BUSINESS SEGMENTS AND RELATED INFORMATION
Number of operating segments | segment			4
Revenue information
Total net sales	$ 790.7	$ 740.3	$ 1,567	$ 1,488.1
Product contribution margin	193	154.3	368.9	289.8
Equity method investment earnings	6.2	7.7	16.8	20.2
Total product contribution margin plus equity method investment earnings	199.2	162	385.7	310
Other selling, general and administrative expenses	67.5	44.8	118.4	95.7
Interest expense, net	6.8	1.5	8.3	2.8
Income tax expense	33.9	38.7	84.9	71
Net income	91	77	174.1	140.5
Less: Income attributable to noncontrolling interests	3.8	3.7	7.3	5.2
Net income attributable to Lamb Weston Holdings, Inc.	87.2	73.3	166.8	135.3
Pretax professional fees expenses	9		18.7
Global
Revenue information
Total net sales	412.6	388.3	811.8	771.1
Product contribution margin	92.3	78.9	165.9	134.3
Foodservice
Revenue information
Total net sales	250.6	225.2	510.9	471.5
Product contribution margin	80.2	57.8	159.7	118
Retail
Revenue information
Total net sales	96.5	91.8	186.1	179.5
Product contribution margin	20.9	15.4	40.5	28.6
Other
Revenue information
Total net sales	31	35	58.2	66
Product contribution margin	$ (0.4)	$ 2.2	$ 2.8	$ 8.9

BUSINESS SEGMENTS AND RELATED67

BUSINESS SEGMENTS AND RELATED INFORMATION -Oher Information (Details)	3 Months Ended		6 Months Ended
	Nov. 27, 2016	Nov. 29, 2015	Nov. 27, 2016	Nov. 29, 2015
Net Sales | Customer | McDonald's corporation
Other information
Concentration risk, percentage	12.00%	12.00%	11.00%	11.00%

COMMITMENTS, CONTINGENCIES, G68

COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Nov. 27, 2016	Nov. 29, 2015	Nov. 27, 2016	Nov. 29, 2015	May 29, 2016
COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS
Total liabilities	$ 2,503.7		$ 2,503.7		$ 300.7
Lamb-Weston Meijer
COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS
Total liabilities	203.1		203.1		203.7
Partners' equity	266.4		266.4		284.5
Potato supply agreements
COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS
Payments made under the agreement	104.6	$ 101.8	123.1	$ 118
Guaranteed amount	27.8		27.8
Aggregate amount of advances	$ 0		0		$ 15.7
Face value of income tax credits			$ 26.7