Lamb Weston (LW) 10-Q 6 Apr 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Feb. 26, 2017	Mar. 31, 2017
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	Feb. 26, 2017
Amendment Flag	false
Current Fiscal Year End Date	--05-28
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		146,068,558
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3

Condensed Combined and Consolid

Condensed Combined and Consolidated Statements of Earnings - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 26, 2017	Feb. 28, 2016	Feb. 26, 2017	Feb. 28, 2016
Condensed Combined and Consolidated Statements of Earnings
Net sales	$ 768.5	$ 728.7	$ 2,335.5	$ 2,216.8
Cost of sales	561.5	546.8	1,749	1,731.8
Gross profit	207	181.9	586.5	485
Selling, general and administrative expenses	61.8	54.6	190.8	163.6
Income from operations	145.2	127.3	395.7	321.4
Interest expense, net	26.3	1.5	34.5	4.3
Income before income taxes and equity method earnings	118.9	125.8	361.2	317.1
Income tax expense	44	53.2	129	124.2
Equity method investment earnings	12.7	36.1	29.5	56.3
Net income	87.6	108.7	261.7	249.2
Less: Income attributable to noncontrolling interests	3.4	1.3	10.7	6.5
Net income attributable to Lamb Weston Holdings, Inc.	$ 84.2	$ 107.4	$ 251	$ 242.7
Earnings per share
Basic	$ 0.57	$ 0.71	$ 1.71	$ 1.63
Diluted	$ 0.57	$ 0.71	$ 1.70	$ 1.63

Condensed Combined and Consoli3

Condensed Combined and Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 26, 2017	Feb. 28, 2016	Feb. 26, 2017	Feb. 28, 2016
Other comprehensive income (loss) Pre- Tax Amount :
Net income	$ 131.6	$ 161.9	$ 390.7	$ 373.4
Reclassification for pension and post-employment benefit obligations included in net income		(5.3)		(5.3)
Unrealized pension and post-employment benefit obligations		0.5		7.2
Unrealized currency translation gains (losses)	2.8	1	(10.2)	(9.4)
Comprehensive income (loss)	134.4	158.1	380.5	365.9
Less: Comprehensive income attributable to noncontrolling interests	3.4	1.3	10.7	6.5
Comprehensive income (loss) attributable to Lamb Weston	131	156.8	369.8	359.4
Other comprehensive income (loss) Tax (Expense) Benefit :
Net income	(44)	(53.2)	(129)	(124.2)
Reclassification for pension and post-employment benefit obligations included in net income		1.3		1.3
Unrealized pension and post-employment benefit obligations		(0.1)		(1.8)
Comprehensive income (loss)	(44)	(52)	(129)	(124.7)
Comprehensive income (loss) attributable to Lamb Weston	(44)	(52)	(129)	(124.7)
Other comprehensive income (loss) After Tax Amount :
Net income	87.6	108.7	261.7	249.2
Reclassification for pension and post-employment benefit obligations included in net income		(4)		(4)
Unrealized pension and post-employment benefit obligations		0.4		5.4
Unrealized currency translation gains (losses)	2.8	1	(10.2)	(9.4)
Comprehensive income (loss)	90.4	106.1	251.5	241.2
Less: Comprehensive income attributable to noncontrolling interests	3.4	1.3	10.7	6.5
Comprehensive income (loss) attributable to Lamb Weston	$ 87	$ 104.8	$ 240.8	$ 234.7

Condensed Combined and Consoli4

Condensed Combined and Consolidated Balance Sheets - USD ($) $ in Millions	Feb. 26, 2017	May 29, 2016
Current assets:
Cash and cash equivalents	$ 37.5	$ 36.4
Receivables, less allowance for doubtful accounts of $0.6 and $0.5	218.1	186.5
Inventories	572.4	498.9
Prepaid expenses and other current assets	84.1	58.2
Total current assets	912.1	780
Property, plant and equipment, net	1,185.6	1,043.1
Goodwill	132.7	133.9
Intangible assets, net	37.7	39.6
Equity method investments	155.6	155.2
Other assets	8.5	6.5
Total assets	2,432.2	2,158.3
Current liabilities:
Short-term borrowings	92.5	24.9
Current portion of long-term debt and financing obligations	47.8	13.5
Accounts payable	271.9	238
Accrued liabilities	163	133.2
Total current liabilities	575.2	409.6
Long-term debt, excluding current portion	2,372.7	104.6
Deferred income taxes	61.6	144
Other noncurrent liabilities	73.6	52.1
Total long-term liabilities	2,507.9	300.7
Commitments and contingencies
Redeemable noncontrolling interest	50.7	47.4
Stockholders' equity:
Common stock of $1.00 par value, 600,000,000 shares authorized; 146,068,558 shares issued	146.1
Parent companies' invested equity		1,409.8
Additional distributed capital	(900.3)
Retained earnings	72.1
Accumulated other comprehensive loss	(19.4)	(9.2)
Treasury stock, at cost 3,786 common shares	(0.1)
Total stockholders' equity (deficit)	(701.6)	1,400.6
Total liabilities and stockholders' equity	$ 2,432.2	$ 2,158.3

Condensed Combined and Consoli5

Condensed Combined and Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Feb. 26, 2017	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	146,068,558
Treasury stock, common shares	3,786

Condensed Combined and Consoli6

Condensed Combined and Consolidated Statements of Cash Flows - USD ($) $ in Millions	9 Months Ended
	Feb. 26, 2017	Feb. 28, 2016
Cash flows from operating activities
Net income	$ 261.7	$ 249.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangibles and debt issuance costs	79.6	71.5
Share-based compensation expense	9.8	6.2
Earnings of joint ventures in excess of distributions	(7.3)	(27)
Other	3.1	(6.2)
Change in operating assets and liabilities:
Receivables	(31.7)	(28.4)
Inventories	(73.5)	(56.3)
Deferred income taxes and income taxes payable, net	(6.6)	5.3
Prepaid expenses and other current assets	(24.3)	(6.4)
Accounts payable	17.9	12.7
Accrued liabilities	25.4	0.5
Net cash provided by operating activities	254.1	221.1
Cash flows from investing activities
Additions to property, plant and equipment	(204.5)	(108.6)
Proceeds from sale of assets	2	5.2
Net cash used for investing activities	(202.5)	(103.4)
Cash flows from financing activities
Proceeds from short-term borrowings, net	67.3	18.2
Proceeds from issuance of debt	798.1	30
Debt repayments	(4.7)	(38.5)
Payments of debt issuance costs	(12.3)
Net transfers (to) from parent	(38.8)	(115)
Cash distribution to parent at Separation	(823.5)
Dividends paid	(27.4)
Cash distributions paid to noncontrolling interest	(9)	(6.2)
Other	0.2
Net cash used for financing activities	(50.1)	(111.5)
Effect of exchange rate changes on cash and cash equivalents	(0.4)	(0.2)
Net increase (decrease) in cash and cash equivalents	1.1	6
Cash and cash equivalents, beginning of the period	36.4	30.6
Cash and cash equivalents, end of period	$ 37.5	$ 36.6

NATURE OF OPERATIONS AND SUMMAR

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Feb. 26, 2017
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, Segments, for additional information on our reportable segments. On November 9, 2016, Lamb Weston separated from Conagra Brands, Inc. (formerly, ConAgra Foods, Inc., “Conagra”) 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 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. As a result, 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 thirty-nine week periods ended February 26, 2017 and February 28, 2016, 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 combined and 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 combined 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 public 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 did 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 January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . This ASU is intended to simplify the accounting for goodwill impairment by removing the requirement to perform a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which the reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. This new standard will be applied prospectively and is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted after January 1, 2017. We do not expect this guidance to have a material impact on our financial statements. In August 2016, the 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. We do not expect this guidance to have a material impact on our financial statements. 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 this guidance 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, or May 27, 2019 for us. Early adoption is permitted. 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. We are evaluating the effect that this guidance may have on our financial statements and related disclosures. 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 and will be applied prospectively. We do not expect this guidance to have a material impact on our financial statements. 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. We have established a transition team to analyze the impact of the standard on our revenue contracts by reviewing our current accounting policies and practices and identifying potential differences that would result from applying the requirements of the new standard. We are assessing the impact of ASU 2014-09 and the most appropriate transition method. We expect to finalize our assessment and determine our adoption method by December 31, 2017. The new standard becomes effective for us beginning May 28, 2018, as we do not plan to early adopt. There were no other accounting standards recently issued that had or are expected to have a material impact on our financial statements .

EARNINGS PER SHARE

EARNINGS PER SHARE	9 Months Ended
	Feb. 26, 2017
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 (dollars and shares in millions): Thirteen Weeks Ended Thirty-Nine Weeks Ended February 26, February 28, February 26, February 28, 2017 2016 2017 2016 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 for the thirteen and thirty-nine weeks ended February 26, 2016 was calculated based on approximately 146 million shares of Lamb Weston common stock that were distributed to Conagra stockholders on November 9, 2016. (b) Diluted earnings per share is calculated using net income available to common stockholders divided by diluted weighted-average shares of common stock outstanding during each period, which includes unvested share-based awards that are dilutive. For both the thirteen and thirty-nine weeks ended February 26, 2017, 0.1 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	9 Months Ended
	Feb. 26, 2017
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 thirty-nine weeks ended February 26, 2017, include $2.2 million and $2.6 million, respectively, 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 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 $14.7 million for the thirteen weeks ended February 28, 2016, of selling, general and administrative costs allocated to Lamb Weston; and $7.7 million and $38.0 million for the thirty-nine weeks ended February 26, 2017 and February 28, 2016, respectively of selling, general and administrative costs allocated to Lamb Weston. Beginning in fiscal 2017, certain departmental charges, which were previously allocated, were 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 $12.3 million for the thirteen weeks ended February 28, 2016, and $17.3 million and $36.7 million for the thirty-nine weeks ended February 26, 2017 and February 28, 2016, 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 public company, 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 thirty-nine weeks ended February 26, 2017 and February 28, 2016, include only the specific debt and interest expense of the legal entities that comprise 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 $26.3 million and $1.5 million for the thirteen weeks ended February 26, 2017 and February 28, 2016, respectively; and $34.5 million and $4.3 million for the thirty-nine weeks ended February 26, 2017 and February 28, 2016, 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 were made by Conagra. Included in net sales are sales to Conagra of $7.1 million for the thirteen weeks ended February 28, 2016, and $8.4 million and $22.6 million for the thirty-nine weeks ended February 26, 2017 and February 28, 2016, respectively. The related cost of sales were $5.8 million for the thirteen weeks ended February 28, 2016, and $3.4 million and $18.8 million for the thirty-nine weeks ended February 26, 2017 and February 28, 2016, respectively. Lamb Weston also made purchases from Conagra of $3.4 million during the thirteen weeks ended February 28, 2016, and $7.9 million and $13.5 million during the thirty-nine weeks ended February 26, 2017 and February 28, 2016, respectively.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Feb. 26, 2017
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. 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 Separation Date, was eliminated within Conagra’s consolidated financial statements and federal tax filings. Income tax expense for the thirteen weeks ended February 26, 2017 and February 28, 2016, was $44.0 million and $53.2 million, respectively, and for the thirty-nine weeks ended February 26, 2017 and February 28, 2016, was $129.0 million and $124.2 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 33% in all periods presented in our Condensed Combined and Consolidated Statements of Earnings. 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 $134.4 million and $118.8 million in the thirty-nine weeks ended February 26, 2017 and February 28, 2016, respectively.

INVENTORIES

INVENTORIES	9 Months Ended
	Feb. 26, 2017
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): February 26, May 29, 2017 2016 Raw materials and packaging $ $ Finished goods Supplies and other Inventories $ $

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT	9 Months Ended
	Feb. 26, 2017
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): February 26, May 29, 2017 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 $23.1 million for the thirteen weeks ended February 26, 2017 and February 28, 2016, respectively, and $76.4 million and $69.9 million for the thirty-nine weeks ended February 26, 2017 and February 28, 2016, respectively. At February 26, 2017 and May 29, 2016, purchases of property, plant and equipment included in accounts payable were $31.5 million and $15.5 million, respectively. The amounts of interest capitalized in construction in progress for the thirteen and thirty-nine weeks ended February 26, 2017 and February 28, 2016 were $1.3 million, $0.6 million, $3.2 million and $1.7 million, respectively.

GOODWILL AND OTHER IDENTIFIABLE

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS	9 Months Ended
	Feb. 26, 2017
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 February 26, 2017 $ $ $ $ $ Other identifiable intangible assets were as follows (dollars in millions): February 26, 2017 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 both the thirteen weeks ended February 26, 2017 and February 28, 2016, amortization expense was $0.5 million. During the thirty-nine weeks ended February 26, 2017 and February 28, 2016, amortization expense was $1.8 million and $1.6 million, respectively. Total intangible assets, net of amortization, excluding goodwill, as of February 26, 2017 and May 29, 2016, were $37.7 million and $39.6 million, respectively. Foreign intangible assets are affected by foreign currency translation. 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 $

INVESTMENTS IN JOINT VENTURES

INVESTMENTS IN JOINT VENTURES	9 Months Ended
	Feb. 26, 2017
INVESTMENTS IN JOINT VENTURES
INVESTMENTS 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, we have a contractual right to purchase the remaining equity interest in Lamb Weston BSW from Ochoa (the “call option”). We are 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. Our maximum exposure to loss as a result of our involvement with this venture is equal to our equity investment in the venture, the balance of any promissory notes extended to the venture which are subject to our 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 amounts of such purchases were $12.7 million and $13.3 million for the thirteen weeks ended February 26, 2017 and February 28, 2016, respectively; and $49.3 million and $41.1 million for the thirty-nine weeks ended February 26, 2017 and February 28, 2016, 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): February 26, May 29, 2017 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 February 26, 2017 and May 29, 2016, affiliate receivables of $23.6 million and $25.8 million, respectively, 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 February 26, 2017 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 We hold a 50% interest in Lamb-Weston/RDO Frozen (“Lamb Weston RDO”), a potato processing venture based in the United States. We provide all sales and marketing services to Lamb Weston RDO, and we receive a fee for these services based on a percentage of the net sales of the venture. The fees received were $3.3 million and $3.1 million, for the thirteen weeks ended February 26, 2017 and February 28, 2016, respectively; and $10.2 million and $9.3 million for the thirty-nine weeks ended February 26, 2017 and February 28, 2016, 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 $16.4 million and $16.9 million at February 26, 2017 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 $32.7 million and $33.9 million as of February 26, 2017 and May 29, 2016, respectively; and term borrowings from banks of $52.9 million and $41.1 million as of February 26, 2017 and May 29, 2016, respectively. We have 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, we do not consolidate the financial statements of this entity. We use equity method accounting to account for our ownership in Lamb Weston RDO. Other Investments We also hold a 50% ownership interest in Lamb-Weston/Meijer v.o.f. (“Lamb-Weston/Meijer”), a 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 February 26, 2017 and May 29, 2016, was $155.6 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 February 26, 2017 and February 28, 2016, we had sales and payments to our equity method investments of $6.1 million and $3.8 million, respectively, and $2.0 million and $3.4 million, respectively; and for the thirty-nine weeks ended February 26, 2017 and February 28, 2016, we had sales and payments to our equity method investments of $20.8 million and $11.1 million, respectively, and $8.7 million and $8.9 million, respectively. Total dividends from our equity method investments were $8.2 million and $22.0 million for the thirteen weeks ended February 26, 2017 and February 28, 2016, respectively, and $22.1 million and $29.8 million for the thirty-nine weeks ended February 26, 2017 and February 28, 2016, respectively.

PENSION AND OTHER POST-RETIREME

PENSION AND OTHER POST-RETIREMENT BENEFITS	9 Months Ended
	Feb. 26, 2017
PENSION AND OTHER POST-RETIREMENT BENEFITS
PENSION AND OTHER POST-RETIREMENT BENEFITS	9. PENSION AND OTHER POST-RETIREMENT BENEFITS In connection with the Separation, the pension liabilities related to Lamb Weston participants in the Conagra salaried employee pension plan and the vested benefits attributable to Lamb Weston hourly employee plan participants were retained by Conagra. Pension liabilities that transferred to Lamb Weston on the Separation Date were nonqualified pension benefits and Lamb Weston hourly participants’ unvested benefits of $7.4 million. The liabilities were transferred to a new defined benefit pension plan for certain hourly employees that continue to accrue benefits. Qualifying employees continue to receive postretirement benefits that include certain medical and dental benefits. For the period after the Separation Date, the components of net periodic benefit cost for our pension and postretirement benefit plans were as follows (dollars in millions): Thirteen Weeks Ended Thirty-Nine Weeks Ended February 26, 2017 February 26, 2017 Postretirement Postretirement Pension Plan Plans 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 $ $ — $ $ — We will make pension plan contributions sufficient to fund our actuarially determined requirements, generally equal to the minimum amounts required by the Employee Retirement Income Security Act. We are required to make $0.2 million of required minimum qualified contributions during the remainder of fiscal 2017. Prior to Separation Prior to the Separation Date, Conagra offered plans that were shared amongst its businesses, including Lamb Weston. The participation of Lamb Weston employees in Conagra’s plans is reflected in these financial statements as though Lamb Weston participated in a multiemployer plan with Conagra. A proportionate share of the service cost associated with these plans is reflected in the Condensed Combined and Consolidated Financial Statements up to the Separation Date. Additionally, the remaining cost elements (e.g. interest) are included in the allocations of indirect costs (see Note 3, Related Party Transactions). Pension Cost Financial Statement Presentation 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 Thirty-Nine Weeks Ended February 26, February 28, February 26, February 28, 2017 2016 2017 2016 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. As part of our carved out financial statements, expected returns on pension assets were not allocated to operations and were reflected in “Selling, general and administrative expenses” in the Condensed Combined and Consolidated Statements of Earnings. At Separation, no pension assets were transferred to Lamb Weston.

ACCRUED LIABILITIES

ACCRUED LIABILITIES	9 Months Ended
	Feb. 26, 2017
ACCRUED LIABILITIES
ACCRUED LIABILITIES	10. ACCRUED LIABILITIES The components of accrued liabilities were as follows (dollars in millions): February 26, May 29, 2017 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 OBLIGATIONS

DEBT AND FINANCING OBLIGATIONS	9 Months Ended
	Feb. 26, 2017
DEBT AND FINANCING OBLIGATIONS
DEBT AND FINANCING OBLIGATIONS	11. DEBT AND FINANCING OBLIGATIONS At February 26, 2017 and May 29, 2016, our debt, including financing obligations was as follows (dollars in millions): February 26, May 29, 2017 2016 Short-term borrowings: Revolving credit facility $ $ — Other credit facilities Long-term 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 Total debt and financing obligations Debt issuance costs — Short-term borrowings Current portion of long-term debt and financing obligations Long-term debt, excluding current portion $ $ In November 2016, as part of the Separation, Lamb Weston 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 by security interests and liens on substantially all of our and each guarantor’s assets, 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 was a noncash financing activity for Lamb Weston. We issued the following debt in connection with the Separation: · Revolving Credit Facility : A five-year nonamortizing $500.0 million revolving credit facility with variable annual interest, under which $66.0 million was outstanding on February 26, 2017. 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 February 26, 2017, we had $66.0 million of borrowings outstanding under our Revolving Credit Facility. At February 26, 2017, we had $432.2 million of availability on our Revolving Credit Facility, which is net of outstanding letters of credit of $1.8 million. For the period from November 28, 2016 through February 26, 2017, borrowings under our Revolving Credit Facility ranged from a low of $30.0 million to a high of $100.0 million. For the period from November 9, 2016, through February 26, 2017, the weighted average interest rate for our outstanding borrowings under the Revolving Credit Facility was 2.8%. 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; and · 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 future 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 our domestic subsidiaries that guarantee our 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 Debt (a) Total 2017 remainder $ $ $ 2018 2019 2020 2021 2022 Thereafter $ $ $ (a) Debt includes $66.0 million of borrowings on the Revolving Credit Facility in the remainder of fiscal year 2017 and $26.5 million under our other credit facilities in 2018. We present $37.7 million of debt issuance costs 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 and we paid $12.3 million. We amortize the costs in interest expense using the effective interest method over the life of the loans. For the thirteen and thirty-nine weeks ended February 26, 2017, we recorded $1.1 million and $1.4 million, respectively, of amortization expense in “Interest expense” in our Condensed Combined and Consolidated Statements of Earnings. Since the Separation, we have paid $4.2 million of interest on debt. Other Credit Facilities In 2016, one of our subsidiaries increased its credit facilities $20.0 million to approximately $58.0 million. The facilities consist of an overdraft line, a fixed asset commitment and a working capital facility. Borrowings under the facilities bear interest at a percentage of the stated rate, 4.35% at February 26, 2017, 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 February 26, 2017, $26.5 million was drawn on the facilities and recorded in “Short-term borrowings” 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	9 Months Ended
	Feb. 26, 2017
SHARE-BASED PAYMENTS
SHARE-BASED PAYMENTS	12. SHARE-BASED PAYMENTS Prior to the Separation Date, our 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 February 26, 2017, we had 10.0 million shares authorized under our equity incentive plans, and 8.2 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 weighted average Black-Scholes assumptions for stock options granted during the thirteen-weeks ended February 26, 2017 were: Expected volatility (%) Dividend yield (%) Risk-free interest rate (%) Expected life of stock option (years) The following table summarizes stock option activity for the thirty-nine weeks ended February 26, 2017: Weighted- Weighted- Average Average Aggregate Exercise Remaining Intrinsic Price Contractual Value (a) Shares (per share) Term (Years) (in millions) Outstanding at May 29, 2016 — — Converted on November 9, 2016 $ Granted Exercised Forfeited/cancelled Outstanding at February 26, 2017 $ $ Exercisable at February 26, 2017 $ $ (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 third quarter, or February 24, 2017, 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 thirty-nine weeks ended February 26, 2017: 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 (a) — — Vested — — — — Forfeited/expired/cancelled — — Outstanding at February 26, 2017 $ $ $ (a) Granted represents new grants and dividend equivalents accrued. 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 Thirty-Nine Weeks Ended February 26, February 28, February 26, February 28, 2017 2016 2017 2016 Stock options $ $ $ $ Stock-settled restricted stock units Performance-based restricted stock units — — Cash-settled restricted stock units (a) Total compensation expense Income tax benefit (b) 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. (b) Income tax benefit represents the marginal tax rate. Based on estimates at February 26, 2017, total unrecognized compensation expense 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	9 Months Ended
	Feb. 26, 2017
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	13. STOCKHOLDERS’ EQUITY In connection with the Separation, 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 146,068,558 shares of common stock issued and outstanding as of February 26, 2017. Each share of common stock entitles the holder to one vote on matters to be voted on by our stockholders. No preferred stock was issued or outstanding on February 26, 2017. Dividends On December 15, 2016, our Board of Directors declared a dividend of $0.1875 per share of common stock. We delivered the funds to the transfer agent of our common stock on February 24, 2017, who in turn paid the dividend on March 1, 2017, to stockholders of record as of the close of business on January 30, 2017. On March 23, 2017, our Board of Directors declared a dividend of $0.1875 per share of common stock. The dividend will be paid on June 2, 2017 to stockholders of record as of the close of business on April 30, 2017.

DERIVATIVE FINANCIAL INSTRUMENT

DERIVATIVE FINANCIAL INSTRUMENTS	9 Months Ended
	Feb. 26, 2017
DERIVATIVE FINANCIAL INSTRUMENTS
DERIVATIVE FINANCIAL INSTRUMENTS	14. DERIVATIVE FINANCIAL INSTRUMENTS We use derivatives and other financial instruments to hedge exposures to commodity and currency risks. We do not hold or issue derivatives and other financial instruments for trading purposes. Prior to the Separation, Conagra exited all derivative instruments related to our businesses. The effect of exiting the positions was not significant to our financial results. Foreign Currency Risk We manufacture and sell our products and finance operations in different countries throughout the world and, as a result, are exposed to movements in foreign currency exchange rates. To manage this exchange rate risk, we have historically utilized options and currency swaps. 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. Commodity Risk Certain raw materials used in our production processes are subject to price volatility caused by weather, supply conditions, political and economic variables and other unpredictable factors. To manage the volatility in earnings due to price fluctuations, we may utilize swap contracts, or forward purchase contracts. Derivative instruments are reported in the consolidated balance sheets at their fair values, unless the derivative instruments qualify for the normal purchase normal sale exception (“NPNS”) under GAAP and such exception has been elected. If the NPNS exception is elected, the fair values of such contracts are not recognized on the balance sheet. We do not designate commodity derivatives to achieve hedge accounting treatment. The change in the fair value of the instruments used to reduce commodity price volatility is immediately recognized in earnings in cost of sales. 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 GAAP, we offset 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 our Consolidated and Combined Balance Sheets as follows (dollars in millions): February 26, May 29, 2017 2016 Prepaid expenses and other current assets $ — $ Accrued liabilities $ $ The following table presents our derivative assets and liabilities, at February 26, 2017, 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 our 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 our 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 February 26, February 28, Instruments (Loss) Recognized on Derivatives 2017 2016 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 Thirty-Nine Weeks Ended Derivatives Not Designated as Hedging Statement of Earnings of Gain February 26, February 28, Instruments (Loss) Recognized on Derivatives 2017 2016 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 February 26, 2017, our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $29.3 million and $49.2 million for purchase and sales contracts, respectively. As of May 29, 2016, our open commodity 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	9 Months Ended
	Feb. 26, 2017
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 our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability. The following table presents our financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of February 26, 2017 and May 29, 2016 (dollars in millions): As of February 26, 2017 Level 1 Level 2 Level 3 Total Assets: Deferred compensation assets $ $ — $ — $ Total assets — — Liabilities: Derivative liabilities (a) — — Deferred compensation liabilities (b) — — Total liabilities $ — $ $ — $ As of May 29, 2016 Level 1 Level 2 Level 3 Total Assets: Derivative assets (a) $ $ $ — $ Deferred compensation assets — — Total assets — Liabilities: Derivative liabilities (a) — — Deferred compensation liabilities (b) — — Total liabilities $ — $ $ — $ (a) The fair values of our 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 swap and forward purchase contracts. (b) The fair values of our Level 2 deferred compensation liabilities were valued using third-party valuations, which are based on the net asset values of mutual funds in our retirement plans. While the underlying assets are actively traded on an exchange, the funds are not. 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 February 26, 2017, we had $1,698.5 million of fixed-rate and $774.3 million of variable-rate debt outstanding. Based on current market rates, the fair value of our fixed-rate debt at February 26, 2017 was estimated to be $1,719.3 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.

SEGMENTS

SEGMENTS	9 Months Ended
	Feb. 26, 2017
SEGMENTS
SEGMENTS	16. SEGMENTS 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 Thirty-Nine Weeks Ended February 26, February 28, February 26, February 28, (in millions) 2017 2016 2017 2016 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 (b) Total product contribution margin plus equity method investment earnings Other selling, general and administrative expenses (a) (c) 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 thirty-nine weeks ended February 28, 2016, both include a $17.7 million non-cash gain related to the settlement of a pension plan of our Lamb-Weston/Meijer joint venture. (c) The thirteen and thirty-nine weeks ended February 26, 2017 include $5.1 million and $23.8 million, respectively, of pre-tax expenses related to the Separation. The thirteen and thirty-nine weeks ended February 28, 2016, both include $0.7 million of pre-tax Separation-related expenses. In all periods, 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 11% of consolidated “Net sales” in all periods presented in our Condensed Combined and Consolidated Statements of Earnings.

COMMITMENTS, CONTINGENCIES, GUA

COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS	9 Months Ended
	Feb. 26, 2017
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 February 26, 2017 , we were 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 $12.8 million and $15.9 million for the thirteen weeks ended February 26, 2017 and February 28, 2016, respectively, and $136.0 million and $133.9 million for the thirty-nine weeks ended February 26, 2017 and February 28, 2016, respectively, under the terms of the potato supply agreements. Amounts paid are initially recorded 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 February 26, 2017, Lamb Weston has effectively guaranteed $7.3 million of supplier loans. 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. The aggregate amounts of these advances were $54.5 million and $15.7 million at February 26, 2017 and May 29, 2016, respectively. 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. We have 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 February 26, 2017. 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 February 26, 2017 and May 29, 2016, the total liabilities of Lamb-Weston/Meijer were $220.0 million and $203.7 million, respectively. Lamb-Weston/Meijer is well capitalized, with partners’ equity of $275.6 million and $284.5 million as of February 26, 2017 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 would 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 a party to 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 that any of the legal actions against us would, 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 SUMM24

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Feb. 26, 2017
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 thirty-nine week periods ended February 26, 2017 and February 28, 2016, 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 combined and 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 January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . This ASU is intended to simplify the accounting for goodwill impairment by removing the requirement to perform a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which the reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. This new standard will be applied prospectively and is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted after January 1, 2017. We do not expect this guidance to have a material impact on our financial statements. In August 2016, the 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. We do not expect this guidance to have a material impact on our financial statements. 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 this guidance 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, or May 27, 2019 for us. Early adoption is permitted. 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. We are evaluating the effect that this guidance may have on our financial statements and related disclosures. 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 and will be applied prospectively. We do not expect this guidance to have a material impact on our financial statements. 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. We have established a transition team to analyze the impact of the standard on our revenue contracts by reviewing our current accounting policies and practices and identifying potential differences that would result from applying the requirements of the new standard. We are assessing the impact of ASU 2014-09 and the most appropriate transition method. We expect to finalize our assessment and determine our adoption method by December 31, 2017. The new standard becomes effective for us beginning May 28, 2018, as we do not plan to early adopt. There were no other accounting standards recently issued that had or are expected to have a material impact on our financial statements .

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	9 Months Ended
	Feb. 26, 2017
EARNINGS PER SHARE
Schedule of computation of basic and diluted earnings per common	Thirteen Weeks Ended Thirty-Nine Weeks Ended February 26, February 28, February 26, February 28, 2017 2016 2017 2016 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 for the thirteen and thirty-nine weeks ended February 26, 2016 was calculated based on approximately 146 million shares of Lamb Weston common stock that were distributed to Conagra stockholders on November 9, 2016. (b) Diluted earnings per share is calculated using net income available to common stockholders divided by diluted weighted-average shares of common stock outstanding during each period, which includes unvested share-based awards that are dilutive. For both the thirteen and thirty-nine weeks ended February 26, 2017, 0.1 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)	9 Months Ended
	Feb. 26, 2017
INVENTORIES
Schedule of major classes of inventories	The major classes of inventories were as follows (dollars in millions): February 26, May 29, 2017 2016 Raw materials and packaging $ $ Finished goods Supplies and other Inventories $ $

PROPERTY, PLANT AND EQUIPMENT (

PROPERTY, PLANT AND EQUIPMENT (Tables)	9 Months Ended
	Feb. 26, 2017
PROPERTY, PLANT AND EQUIPMENT
Schedule of components of property, plant and equipment	The components of property, plant, and equipment were as follows (dollars in millions): February 26, May 29, 2017 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 IDENTIFIAB28

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS (Tables)	9 Months Ended
	Feb. 26, 2017
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 February 26, 2017 $ $ $ $ $
Schedule of other identifiable intangible assets	February 26, 2017 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 both the thirteen weeks ended February 26, 2017 and February 28, 2016, amortization expense was $0.5 million. During the thirty-nine weeks ended February 26, 2017 and February 28, 2016, amortization expense was $1.8 million and $1.6 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)	9 Months Ended
	Feb. 26, 2017
INVESTMENTS IN JOINT VENTURES
Schedule of condensed combined and consolidated balance sheets	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): February 26, May 29, 2017 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 February 26, 2017 and May 29, 2016, affiliate receivables of $23.6 million and $25.8 million, respectively, 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 February 26, 2017 and May 29, 2016.

PENSION AND OTHER POST-RETIRE30

PENSION AND OTHER POST-RETIREMENT BENEFITS (Tables)	9 Months Ended
	Feb. 26, 2017
PENSION AND OTHER POST-RETIREMENT BENEFITS
Schedule of components of net periodic benefit cost for our pension and postretirement benefit plans	For the period after the Separation Date, the components of net periodic benefit cost for our pension and postretirement benefit plans were as follows (dollars in millions): Thirteen Weeks Ended Thirty-Nine Weeks Ended February 26, 2017 February 26, 2017 Postretirement Postretirement Pension Plan Plans 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	9. PENSION AND OTHER POST-RETIREMENT BENEFITS In connection with the Separation, the pension liabilities related to Lamb Weston participants in the Conagra salaried employee pension plan and the vested benefits attributable to Lamb Weston hourly employee plan participants were retained by Conagra. Pension liabilities that transferred to Lamb Weston on the Separation Date were nonqualified pension benefits and Lamb Weston hourly participants’ unvested benefits of $7.4 million. The liabilities were transferred to a new defined benefit pension plan for certain hourly employees that continue to accrue benefits. Qualifying employees continue to receive postretirement benefits that include certain medical and dental benefits. For the period after the Separation Date, the components of net periodic benefit cost for our pension and postretirement benefit plans were as follows (dollars in millions): Thirteen Weeks Ended Thirty-Nine Weeks Ended February 26, 2017 February 26, 2017 Postretirement Postretirement Pension Plan Plans 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 $ $ — $ $ — We will make pension plan contributions sufficient to fund our actuarially determined requirements, generally equal to the minimum amounts required by the Employee Retirement Income Security Act. We are required to make $0.2 million of required minimum qualified contributions during the remainder of fiscal 2017. Prior to Separation Prior to the Separation Date, Conagra offered plans that were shared amongst its businesses, including Lamb Weston. The participation of Lamb Weston employees in Conagra’s plans is reflected in these financial statements as though Lamb Weston participated in a multiemployer plan with Conagra. A proportionate share of the service cost associated with these plans is reflected in the Condensed Combined and Consolidated Financial Statements up to the Separation Date. Additionally, the remaining cost elements (e.g. interest) are included in the allocations of indirect costs (see Note 3, Related Party Transactions). Pension Cost Financial Statement Presentation 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 Thirty-Nine Weeks Ended February 26, February 28, February 26, February 28, 2017 2016 2017 2016 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. As part of our carved out financial statements, expected returns on pension assets were not allocated to operations and were reflected in “Selling, general and administrative expenses” in the Condensed Combined and Consolidated Statements of Earnings. At Separation, no pension assets were transferred to Lamb Weston.

ACCRUED LIABILITIES (Tables)

ACCRUED LIABILITIES (Tables)	9 Months Ended
	Feb. 26, 2017
ACCRUED LIABILITIES
Schedule of components of accrued liabilities	February 26, May 29, 2017 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 OBLIGATIONS

DEBT AND FINANCING OBLIGATIONS (Tables)	9 Months Ended
	Feb. 26, 2017
DEBT AND FINANCING OBLIGATIONS
Schedule of aggregate minimum principal maturities of long term debt	Financing Obligations Debt (a) Total 2017 remainder $ $ $ 2018 2019 2020 2021 2022 Thereafter $ $ $ (a) Debt includes $66.0 million of borrowings on the Revolving Credit Facility in the remainder of fiscal year 2017 and $26.5 million under our other credit facilities in 2018.

SHARE-BASED PAYMENTS (Tables)

SHARE-BASED PAYMENTS (Tables)	9 Months Ended
	Feb. 26, 2017
SHARE-BASED PAYMENTS
Schedule of weighted average Black-Scholes assumptions for stock options	The weighted average Black-Scholes assumptions for stock options granted during the thirteen-weeks ended February 26, 2017 were: Expected volatility (%) Dividend yield (%) Risk-free interest rate (%) Expected life of stock option (years)
Schedule of stock option, restricted stock units and performance-based restricted stock unit activity	Weighted- Weighted- Average Average Aggregate Exercise Remaining Intrinsic Price Contractual Value (a) Shares (per share) Term (Years) (in millions) Outstanding at May 29, 2016 — — Converted on November 9, 2016 $ Granted Exercised Forfeited/cancelled Outstanding at February 26, 2017 $ $ Exercisable at February 26, 2017 $ $ (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 third quarter, or February 24, 2017, 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 thirty-nine weeks ended February 26, 2017: 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 (a) — — Vested — — — — Forfeited/expired/cancelled — — Outstanding at February 26, 2017 $ $ $ Granted represents new grants and dividend equivalents accrued.
Schedule of compensation expenses for share-based awards recognized, net of forfeitures	Thirteen Weeks Ended Thirty-Nine Weeks Ended February 26, February 28, February 26, February 28, 2017 2016 2017 2016 Stock options $ $ $ $ Stock-settled restricted stock units Performance-based restricted stock units — — Cash-settled restricted stock units (a) Total compensation expense Income tax benefit (b) 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. (b) Income tax benefit represents the marginal tax rate.
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 INSTRUME34

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	9 Months Ended
	Feb. 26, 2017
DERIVATIVE FINANCIAL INSTRUMENTS
Schedule of derivative assets and liabilities	February 26, May 29, 2017 2016 Prepaid expenses and other current assets $ — $ Accrued liabilities $ $
Schedule of derivative assets and liabilities - Gross basis	The following table presents our derivative assets and liabilities, at February 26, 2017, 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 our 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 February 26, February 28, Instruments (Loss) Recognized on Derivatives 2017 2016 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 Thirty-Nine Weeks Ended Derivatives Not Designated as Hedging Statement of Earnings of Gain February 26, February 28, Instruments (Loss) Recognized on Derivatives 2017 2016 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)	9 Months Ended
	Feb. 26, 2017
FAIR VALUE MEASUREMENTS
Schedule of financial assets and liabilities measured at fair value on recurring basis	As of February 26, 2017 Level 1 Level 2 Level 3 Total Assets: Deferred compensation assets $ $ — $ — $ Total assets — — Liabilities: Derivative liabilities (a) — — Deferred compensation liabilities (b) — — Total liabilities $ — $ $ — $ As of May 29, 2016 Level 1 Level 2 Level 3 Total Assets: Derivative assets (a) $ $ $ — $ Deferred compensation assets — — Total assets — Liabilities: Derivative liabilities (a) — — Deferred compensation liabilities (b) — — Total liabilities $ — $ $ — $ (a) The fair values of our 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 swap and forward purchase contracts. (b) The fair values of our Level 2 deferred compensation liabilities were valued using third-party valuations, which are based on the net asset values of mutual funds in our retirement plans. While the underlying assets are actively traded on an exchange, the funds are not.

SEGMENTS (Tables)

SEGMENTS (Tables)	9 Months Ended
	Feb. 26, 2017
SEGMENTS
Schedule of segment information	Thirteen Weeks Ended Thirty-Nine Weeks Ended February 26, February 28, February 26, February 28, (in millions) 2017 2016 2017 2016 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 (b) Total product contribution margin plus equity method investment earnings Other selling, general and administrative expenses (a) (c) 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 thirty-nine weeks ended February 28, 2016, both include a $17.7 million non-cash gain related to the settlement of a pension plan of our Lamb-Weston/Meijer joint venture. (c) The thirteen and thirty-nine weeks ended February 26, 2017 include $5.1 million and $23.8 million, respectively, of pre-tax expenses related to the Separation. The thirteen and thirty-nine weeks ended February 28, 2016, both include $0.7 million of pre-tax Separation-related expenses. In all periods, the expenses related primarily to professional fees.

NATURE OF OPERATIONS AND SUMM37

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) shares in Millions, $ in Millions	Nov. 09, 2016shares	Feb. 26, 2017USD ($)segment
Number of reportable segments | segment		4
Debt issuance costs		$ 36.3
Conagra
Stock issuance ratio on divestiture of business	0.33
Common stock held on the record date | shares	146
ASU 2015-03 | New Accounting Pronouncement, Early Adoption, Effect
Debt issuance costs		$ 0
Conagra
Divestiture of stock pro rata distribution (as a percent)	100.00%

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		9 Months Ended
	Feb. 26, 2017	Feb. 28, 2016	Feb. 26, 2017	Feb. 28, 2016
Numerator:
Net income attributable to Lamb Weston Holdings, Inc	$ 84.2	$ 107.4	$ 251	$ 242.7
Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated	0.7	3.5	1.6	4.4
Net income available to Lamb Weston common stockholders	$ 83.5	$ 103.9	$ 249.4	$ 238.3
Denominator:
Basic weighted average common shares outstanding	146.1	146	146.1	146
Add: Dilutive effect of stock options, restricted stock units, and other dilutive securities	0.4		0.4
Diluted weighted average common shares outstanding	146.5	146	146.5	146
Earning per share
Basic	$ 0.57	$ 0.71	$ 1.71	$ 1.63
Diluted	$ 0.57	$ 0.71	$ 1.70	$ 1.63

EARNINGS PER SHARE - Additional

EARNINGS PER SHARE - Additional information (Details) - shares	Nov. 09, 2016	Feb. 26, 2017	Feb. 26, 2017
Shares that were excluded from the computation		100,000	100,000
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 - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 26, 2017	Feb. 28, 2016	Feb. 26, 2017	Feb. 28, 2016
Related Party Transaction [Line Items]
Interest expense	$ 26.3	$ 1.5	$ 34.5	$ 4.3
Net sales		7.1	8.4	22.6
Cost of sales		5.8	3.4	18.8
Purchases		3.4	7.9	13.5
Transition services agreement
Related Party Transaction [Line Items]
Related party transaction expenses	$ 2.2		2.6
Allocations based upon certain metrics
Related Party Transaction [Line Items]
Selling, general and administrative costs		14.7	7.7	38
Allocations based upon indirect corporate costs
Related Party Transaction [Line Items]
Selling, general and administrative costs		$ 12.3	$ 17.3	$ 36.7

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions	Nov. 09, 2016	Feb. 26, 2017	Feb. 28, 2016	Feb. 26, 2017	Feb. 28, 2016
Income tax expense		$ 44	$ 53.2	$ 129	$ 124.2
Effective tax rate		33.00%	33.00%	33.00%	33.00%
Income taxes paid, net of refunds				$ 134.4	$ 118.8
Conagra
Decrease in deferred tax liabilities	$ 75

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Millions	Feb. 26, 2017	May 29, 2016
Major classes of inventories
Raw materials and packaging	$ 132.5	$ 86.2
Finished goods	411.4	384.3
Supplies and other	28.5	28.4
Total	$ 572.4	$ 498.9

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 26, 2017	Feb. 28, 2016	Feb. 26, 2017	Feb. 28, 2016	May 29, 2016
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost	$ 2,243		$ 2,243		$ 2,034.2
Less accumulated depreciation	(1,057.4)		(1,057.4)		(991.1)
Property, plant, and equipment, net	1,185.6		1,185.6		1,043.1
Financing obligations	76.5		76.5		78
Depreciation	25.8	$ 23.1	76.4	$ 69.9
Accounts payable
Property, Plant and Equipment [Line Items]
Purchases of property, plant, and equipment included in accounts payable			31.5		15.5
Land and land improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost	139.7		139.7		136.5
Buildings, machinery, and equipment
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, at cost	1,858.5		1,858.5		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	182.5		182.5		$ 68.5
Interest capitalized	$ 1.3	$ 0.6	$ 3.2	$ 1.7

GOODWILL AND OTHER IDENTIFIAB44

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Carrying amount of goodwill (Details) $ in Millions	9 Months Ended
	Feb. 26, 2017USD ($)
Goodwill [Roll Forward]
Balance at the beginning	$ 133.9
Foreign currency translation adjustment	(1.2)
Balance at the end	132.7
Global
Goodwill [Roll Forward]
Balance at the beginning	75.7
Foreign currency translation adjustment	(1.2)
Balance at the end	74.5
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 IDENTIFIAB45

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Other identifiable intangible assets (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 26, 2017	Feb. 28, 2016	Feb. 26, 2017	Feb. 28, 2016	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	$ 34.9		$ 34.9		$ 35.1
Accumulated Amortization, amortizing intangible assets	15.2		15.2		13.5
Gross Carrying Amount, non-amortizing intangible assets	18		18		18
Total intangible assets, excluding goodwill	52.9		52.9		$ 53.1
Amortization expense	$ 0.5	$ 0.5	$ 1.8	$ 1.6

GOODWILL AND OTHER IDENTIFIAB46

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Estimated intangible assets amortization expense (Details) - USD ($) $ in Millions	Feb. 26, 2017	May 29, 2016
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Intangible assets, net	$ 37.7	$ 39.6
Estimated intangible asset amortization expense
2017 remainder	0.5
2,018	1.9
2,019	1.8
2,020	1.8
2,021	1.8
2,022	1.8
Thereafter	10.1
Total	$ 19.7

INVESTMENTS IN JOINT VENTURES -

INVESTMENTS IN JOINT VENTURES - Variable Interest Entity (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 26, 2017	Feb. 28, 2016	Feb. 26, 2017	Feb. 28, 2016	May 29, 2016	May 31, 2015
Condensed Combined and Consolidated Balance Sheets
Cash and equivalents	$ 37.5	$ 36.6	$ 37.5	$ 36.6	$ 36.4	$ 30.6
Inventories	572.4		572.4		498.9
Prepaid expenses and other current assets	84.1		84.1		58.2
Property, plant and equipment, net	1,185.6		1,185.6		1,043.1
Goodwill	132.7		132.7		133.9
Intangible assets, net	37.7		37.7		39.6
Current portion of long-term debt and financing obligations	47.8		47.8		13.5
Accounts payable	271.9		271.9		238
Long-term debt, excluding current portion	2,372.7		2,372.7		104.6
Redeemable noncontrolling interest	50.7		$ 50.7		47.4
Lamb Weston BSW
Schedule of Equity Method Investments [Line Items]
Ownership interest (as a percent)			49.99%
Purchases	12.7	13.3	$ 49.3	41.1
Condensed Combined and Consolidated Balance Sheets
Cash and equivalents	10		10		4.3
Receivables, less allowance for doubtful accounts					0.1
Inventories	1.8		1.8		1.2
Prepaid expenses and other current assets	0.5		0.5		0.4
Property, plant and equipment, net	49.3		49.3		52.2
Goodwill	18.8		18.8		18.8
Intangible assets, net	4.7		4.7		5.2
Total assets	85.1		85.1		82.2
Notes payable					1
Current portion of long-term debt and financing obligations	1.5		1.5		0.5
Accounts payable	9.6		9.6		10.9
Accrued liabilities	1.6		1.6		1.7
Long-term debt, excluding current portion	28		28		29.5
Total liabilities	40.7		40.7		43.6
Redeemable noncontrolling interest	50.7		50.7		$ 47.4
Lamb Weston BSW | Eliminated in consolidation
Condensed Combined and Consolidated Balance Sheets
Receivables, less allowance for doubtful accounts	$ 23.6	$ 25.8	$ 23.6	$ 25.8

INVESTMENTS IN JOINT VENTURES48

INVESTMENTS IN JOINT VENTURES - Variable Interests Entity Not Consolidated (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 26, 2017	Feb. 28, 2016	Feb. 26, 2017	Feb. 28, 2016	May 29, 2016
Variable Interest Entity [Line Items]
Equity method investments	$ 155.6		$ 155.6		$ 155.2
Stockholders' equity	(701.6)		$ (701.6)		1,400.6
Lamb Weston RDO
Variable Interest Entity [Line Items]
Ownership interest (as a percent)			50.00%
Equity method investments	16.4		$ 16.4		16.9
Term borrowings from banks	52.9		52.9		41.1
Selling, general and administrative expense. | Lamb Weston RDO
Variable Interest Entity [Line Items]
Fees received	3.3	$ 3.1	10.2	$ 9.3
Lamb Weston RDO
Variable Interest Entity [Line Items]
Stockholders' equity	$ 32.7		$ 32.7		$ 33.9

INVESTMENTS IN JOINT VENTURES49

INVESTMENTS IN JOINT VENTURES - Other Investments and Transactions with Ventures (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 26, 2017	Feb. 28, 2016	Feb. 26, 2017	Feb. 28, 2016	May 29, 2016
Schedule of Equity Method Investments [Line Items]
Carrying value of equity method investments	$ 155.6		$ 155.6		$ 155.2
Lamb Weston RDO and Lamb Weston Meijer
Schedule of Equity Method Investments [Line Items]
Carrying value of equity method investments	155.6		155.6		$ 155.2
Sales	6.1	$ 2	20.8	$ 8.7
Payments	3.8	3.4	11.1	8.9
Dividends received from equity method investments	$ 8.2	$ 22	$ 22.1	$ 29.8
Lamb Weston/Meijer
Schedule of Equity Method Investments [Line Items]
Ownership interest (as a percent)	50.00%		50.00%

PENSION AND OTHER POST-RETIRE50

PENSION AND OTHER POST-RETIREMENT BENEFITS (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Feb. 26, 2017	Feb. 26, 2017	Nov. 09, 2016
Components of net periodic benefit cost for our pension and postretirement benefit plans
Required minimum qualified contributions		$ 0.2
Contribution
Required minimum contribution reminder of fiscal 2017		0.2
Pension Plan
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	$ 2	2.4
Interest cost	0.1	0.1
Net periodic benefit cost	$ 2.1	$ 2.5

PENSION AND OTHER POST-RETIRE51

PENSION AND OTHER POST-RETIREMENT BENEFITS - Condensed Combined and Consolidated statements of earnings (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 26, 2017	Feb. 28, 2016	Feb. 26, 2017	Feb. 28, 2016
Defined Benefit Plan Disclosure [Line Items]
Pension cost incurred	$ 2.1	$ 1.6	$ 2	$ 4.8
Cost of sales
Defined Benefit Plan Disclosure [Line Items]
Pension cost incurred	$ 2.1	3	7.5	9
Selling, general and administrative expense.
Defined Benefit Plan Disclosure [Line Items]
Pension cost incurred		$ (1.4)	$ (5.5)	$ (4.2)

ACCRUED LIABILITIES (Details)

ACCRUED LIABILITIES (Details) - USD ($) $ in Millions	Feb. 26, 2017	May 29, 2016
ACCRUED LIABILITIES
Compensation and benefits	$ 61.5	$ 64.8
Accrued trade promotions	36.9	35.6
Franchise, property, and sales and use taxes	9.4	12
Accrued interest	28.4	0.6
Income taxes payable	4.5
Other	22.3	20.2
Total accrued liabilities	$ 163	$ 133.2

DEBT AND FINANCING OBLIGATION53

DEBT AND FINANCING OBLIGATIONS - Debt ,including financing obligations (Details) - USD ($) $ in Millions	Feb. 26, 2017	May 29, 2016
Debt Instrument [Line Items]
Short-term borrowings	$ 92.5	$ 24.9
Long-term debt	2,380.3	40.1
Financing obligations:	76.5	78
Property, plant and equipment, net	1,185.6	1,043.1
Long-term Debt, Current and Noncurrent
Total debt and financing obligations	2,549.3	143
Debt issuance costs	(36.3)
Short-term borrowings	(92.5)	(24.9)
Current portion of long-term debt and financing obligations	(47.8)	(13.5)
Long-term Debt and Capital Lease Obligations	2,372.7	104.6
6.25% instalment notes, due 2017
Debt Instrument [Line Items]
Long-term debt	$ 9.8	$ 10.1
Interest rate (as a percent)	6.25%	6.25%
4.34%, installment notes due 2031
Debt Instrument [Line Items]
Long-term debt	$ 29.5	$ 30
4.34%, installment notes due 2031 | LIBOR
Debt Instrument [Line Items]
Interest rate (as a percent)	4.34%	4.34%
4.35% lease financing obligation due May 2030
Debt Instrument [Line Items]
Financing obligations:	$ 68.6	$ 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:	$ 7.9	$ 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]
Long-term debt	$ 833
Interest rate (as a percent)	4.625%	4.625%
Senior notes | 4.875% senior notes, due 2026
Debt Instrument [Line Items]
Long-term debt	$ 833
Interest rate (as a percent)	4.875%	4.875%
Revolving credit facilities
Debt Instrument [Line Items]
Short-term borrowings	$ 66
Long-term Debt, Current and Noncurrent
Short-term borrowings	(66)
Other credit facilities
Debt Instrument [Line Items]
Short-term borrowings	$ 26.5	$ 24.9
Interest rate (as a percent)	4.35%
Long-term Debt, Current and Noncurrent
Short-term borrowings	$ (26.5)	$ (24.9)
Term loan facility, due 2021
Debt Instrument [Line Items]
Long-term debt	$ 675

DEBT AND FINANCING OBLIGATION54

DEBT AND FINANCING OBLIGATIONS - Credit facilities (Details) $ in Millions	Aug. 25, 2019	Nov. 30, 2016USD ($)	Nov. 30, 2016USD ($)	Feb. 26, 2017USD ($)	Feb. 26, 2017USD ($)	Feb. 26, 2017USD ($)	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%	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%	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	$ 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	500	$ 500
Debt term (in years)			5 years			5 years
Borrowing outstanding				66	66	$ 66
Available amount				432.2	$ 432.2	432.2
Average interest rate					2.80%
Revolving credit facilities | Conagra
Debt Instrument [Line Items]
Cash payment to former parent			$ 700.4
Borrowing outstanding				66	$ 66	66
Letters of credit
Debt Instrument [Line Items]
Letter of credit outstanding				1.8	1.8	$ 1.8
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%
Borrowings				30
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%
Borrowings				100
Maximum | Letters of credit
Debt Instrument [Line Items]
Letter of credit outstanding				100	100	$ 100
Maximum | swingline advances
Debt Instrument [Line Items]
Letter of credit outstanding				$ 35	$ 35	$ 35

DEBT AND FINANCING OBLIGATION55

DEBT AND FINANCING OBLIGATIONS - Aggregate minimum principal maturities (Details) - USD ($) $ in Millions	Feb. 26, 2017	May 29, 2016
Financing Obligations
2017 remainder	$ 0.6
2,018	2.7
2,019	2.5
2,020	2.4
2,021	2
2,022	2.3
Thereafter	64
Total	76.5
Debt
2017 reminder	84.3
2,018	61.8
2,019	35.4
2,020	35.4
2,021	35.5
2,022	533.4
Thereafter	1,687
Total	2,472.8
Total
2017 remainder	84.9
2,018	64.5
2,019	37.9
2,020	37.8
2,021	37.5
2,022	535.7
Thereafter	1,751
Total debt and financing obligations	2,549.3	$ 143
Revolving credit facilities
Financing Obligations
2017 remainder	66
Other credit facilities
Financing Obligations
2,018	$ 26.5

DEBT AND FINANCING OBLIGATION56

DEBT AND FINANCING OBLIGATIONS - Other and Notes payable (Details) - USD ($) $ in Millions	3 Months Ended	4 Months Ended	9 Months Ended
	Feb. 26, 2017	Feb. 26, 2017	Feb. 26, 2017	Nov. 30, 2016	May 29, 2016
Net interest expense
Debt issuance costs	$ 37.7	$ 37.7	$ 37.7
Interest paid		4.2
Amortization expense	1.1		1.4
Short-term borrowings	92.5	92.5	92.5		$ 24.9
Revolving credit facilities
Net interest expense
Credit facility	500	500	500	$ 500
Short-term borrowings	66	66	66
Other credit facilities
Net interest expense
Increased credit facility	$ 58	$ 58	$ 58		20
Interest rate (as a percent)	4.35%	4.35%	4.35%
Short-term borrowings	$ 26.5	$ 26.5	$ 26.5		$ 24.9
Conagra
Net interest expense
Debt issuance costs	25.4	25.4	25.4
Conagra
Net interest expense
Debt issuance costs	$ 12.3	$ 12.3	$ 12.3

SHARE-BASED PAYMENTS - Stock op

SHARE-BASED PAYMENTS - Stock option activity (Details) $ / shares in Units, $ in Millions	3 Months Ended	4 Months Ended	9 Months Ended
	Feb. 26, 2017USD ($)$ / sharesshares	Feb. 26, 2017USD ($)item$ / sharesshares	Feb. 26, 2017USD ($)$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of threshold days | item		5
Weighted average Black-Scholes assumptions:
Expected volatility (%)	23.94%
Dividend yield (%)	2.18%
Risk-free interest rate (%)	1.57%
Expected life of stock option (years)	3 years 4 months 24 days
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	10,000,000
Available for future grant (in shares)	8,200,000	8,200,000	8,200,000
Stock options
Shares
Converted (in shares)			607,420
Granted (in shares)			146,514
Exercised (in shares)			15,819
Forfeited/cancelled (in shares)			10,211
Outstanding at end of the period (in shares)	727,904	727,904	727,904
Exercisable at end of year (in shares)	317,324	317,324	317,324
Weighted - Average Exercise Price (Per share)
Converted (in dollars per share) | $ / shares			$ 23.60
Granted (in dollars per share) | $ / shares			35.15
Exercised (in dollars per share) | $ / shares			21.87
Forfeited/cancelled (in dollars per share) | $ / shares			30.68
Outstanding at end of the period (in dollars per share) | $ / shares	$ 25.86	$ 25.86	25.86
Exercisable at end of year (in dollars per share) | $ / shares	$ 20.45	$ 20.45	$ 20.45
Weighted- Average Remaining Contractual Term (Years)
Outstanding (in years)			7 years 7 months 6 days
Exercisable (in years)			5 years 9 months
Exercisable aggregate intrinsic value | $	$ 10	$ 10	$ 10
Outstanding aggregate intrinsic value | $	$ 6.1	$ 6.1	$ 6.1

SHARE-BASED PAYMENTS - Restrict

SHARE-BASED PAYMENTS - Restricted stock unit and performance-based restricted stock unit (Details)	9 Months Ended
	Feb. 26, 2017$ / sharesshares
Stock Settled
Shares
Converted (in shares) | shares	459,466
Granted (in shares) | shares	85,073
Vested (in shares) | shares	10,130
Forfeited/expired/cancelled (in shares) | shares	31,706
Outstanding at end of the period (in shares) | shares	502,703
Weighted-Average Grant-Date Fair Value
Converted (in dollars per share) | $ / shares	$ 25.05
Granted (in dollars per share) | $ / shares	33.88
Vested (in dollars per share) | $ / shares	19.31
Forfeited/cancelled (in dollars per share) | $ / shares	23.92
Outstanding at end of the period (in dollars per share) | $ / shares	$ 26.73
Cash-settled restricted stock units
Shares
Converted (in shares) | shares	469,837
Forfeited/expired/cancelled (in shares) | shares	3,378
Outstanding at end of the period (in shares) | shares	466,459
Weighted-Average Grant-Date Fair Value
Converted (in shares) | $ / shares	$ 25.33
Forfeited/expired/cancelled (in dollars per share) | $ / shares	25.63
Outstanding at end of the period (in dollars per share) | $ / shares	$ 25.33
Performance Units
Shares
Converted (in shares) | shares	56,050
Granted (in shares) | shares	1,372
Outstanding at end of the period (in shares) | shares	57,422
Weighted-Average Grant-Date Fair Value
Converted (in shares) | $ / shares	$ 25.84
Granted (in dollars per share) | $ / 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		9 Months Ended
	Feb. 26, 2017	Feb. 28, 2016	Feb. 26, 2017	Feb. 28, 2016
Compensation expense
Share-based compensation expense	$ 4.5	$ 1.9	$ 9.8	$ 6.2
Income tax benefit	(1.7)	(0.7)	(3.6)	(2.3)
Total compensation expense, net of tax benefit	2.8	1.2	6.2	3.9
Stock options
Compensation expense
Share-based compensation expense	0.1	0.1	0.4	0.3
Stock-settled restricted stock units
Compensation expense
Share-based compensation expense	1	0.7	2.7	1.9
Performance Units
Compensation expense
Share-based compensation expense	0.3		0.3
Cash-settled restricted stock units
Compensation expense
Share-based compensation expense	$ 3.1	$ 1.1	$ 6.4	$ 4

SHARE-BASED PAYMENTS - Unrecogn

SHARE-BASED PAYMENTS - Unrecognized compensation expense, net of estimated forfeitures (Details) $ in Millions	9 Months Ended
	Feb. 26, 2017USD ($)
Unrecognized compensation expense, net of estimated forfeitures
Unrecognized Compensation Expense	$ 18.8
Remaining Weighted Average Recognition Period (in years)	2 years
Stock options
Unrecognized compensation expense, net of estimated forfeitures
Unrecognized Compensation Expense	$ 1.4
Remaining Weighted Average Recognition Period (in years)	1 year 7 months 6 days
Cash-settled restricted stock units
Unrecognized compensation expense, net of estimated forfeitures
Unrecognized Compensation Expense	$ 7.9
Remaining Weighted Average Recognition Period (in years)	1 year 10 months 24 days
Stock-settled restricted stock units
Unrecognized compensation expense, net of estimated forfeitures
Unrecognized Compensation Expense	$ 8.5
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	$ 1
Remaining Weighted Average Recognition Period (in years)	1 year 9 months 18 days

STOCKHOLDERS' EQUITY - Common a

STOCKHOLDERS' EQUITY - Common and preferred stock (Details)	Mar. 23, 2017$ / shares	Dec. 15, 2016$ / shares	Feb. 26, 2017Voteshares
STOCKHOLDERS' EQUITY
Common stock, authorized shares			600,000,000
Preferred stock, authorized shares			60,000,000
Common stock, issued shares			146,068,558
Common stock, outstanding shares			146,068,558
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	$ 0.1875

DERIVATIVE FINANCIAL INSTRUME62

DERIVATIVE FINANCIAL INSTRUMENTS - Derivative assets and liabilities (Details) - USD ($) $ in Millions	Feb. 26, 2017	May 29, 2016
Prepaid expenses and other current assets		$ 2.1
Accrued liabilities	$ 2.5	$ 0.2
Derivatives not designated as hedging instruments
Collateral received or pledged	$ 0

DERIVATIVE FINANCIAL INSTRUME63

DERIVATIVE FINANCIAL INSTRUMENTS - Derivative assets and liabilities on gross basis (Details) - USD ($) $ in Millions	Feb. 26, 2017	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	$ 2.5	0.2
Foreign exchange contracts | Prepaid expenses and other current assets
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative assets		$ 0.6

DERIVATIVE FINANCIAL INSTRUME64

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		9 Months Ended
	Feb. 26, 2017	Feb. 28, 2016	Feb. 26, 2017	Feb. 28, 2016
Derivative Instruments, Gain (Loss)
Amount of Gain or (Loss) Recognized on Derivative	$ (1.9)	$ (1.8)	$ (2.1)	$ (7)
Commodity contracts | Cost of sales
Derivative Instruments, Gain (Loss)
Amount of Gain or (Loss) Recognized on Derivative	$ (1.9)	(2.2)	(2)	(7.4)
Foreign exchange contracts | Selling, general and administrative expense.
Derivative Instruments, Gain (Loss)
Amount of Gain or (Loss) Recognized on Derivative		$ 0.4	$ (0.1)	$ 0.4

DERIVATIVE FINANCIAL INSTRUME65

DERIVATIVE FINANCIAL INSTRUMENTS - (Details) - USD ($) $ in Millions	Feb. 26, 2017	May 29, 2016
Open commodity purchase contracts
DERIVATIVE FINANCIAL INSTRUMENTS
Notional amount	$ 29.3	$ 32.8
Open commodity sale contracts
DERIVATIVE FINANCIAL INSTRUMENTS
Notional amount	$ 49.2	$ 13.6

FAIR VALUE MEASUREMENTS - Finan

FAIR VALUE MEASUREMENTS - Financial assets and liabilities, recurring basis (Details) - USD ($) $ in Millions	Feb. 26, 2017	May 29, 2016
Assets:
Derivative assets		$ 2.1
Liabilities
Derivative liabilities	$ 2.5	0.2
Fixed rate debt
Liabilities
Long-term Debt	1,698.5
Long-term Debt, Fair Value	1,719.3
Variable rate debt
Liabilities
Long-term Debt	774.3
Recurring | Total
Assets:
Derivative assets		2.1
Deferred compensation assets	0.7	0.7
Total assets	0.7	2.8
Liabilities
Derivative liabilities	2.5	0.2
Deferred compensation liabilities	8.3	6.5
Total liabilities	10.8	6.7
Recurring | Level 1 | Total
Assets:
Derivative assets		1.5
Deferred compensation assets	0.7	0.7
Total assets	0.7	2.2
Recurring | Level 2 | Total
Assets:
Derivative assets		0.6
Total assets		0.6
Liabilities
Derivative liabilities	2.5	0.2
Deferred compensation liabilities	8.3	6.5
Total liabilities	$ 10.8	$ 6.7

SEGMENTS (Details)

SEGMENTS (Details) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 26, 2017USD ($)	Feb. 28, 2016USD ($)	Feb. 26, 2017USD ($)segment	Feb. 28, 2016USD ($)
SEGMENTS.
Number of operating segments | segment			4
Revenue information
Total net sales	$ 768.5	$ 728.7	$ 2,335.5	$ 2,216.8
Product contribution margin	202.6	177.6	571.5	467.3
Equity method investment earnings	12.7	36.1	29.5	56.3
Total product contribution margin plus equity method investment earnings	215.3	213.7	601	523.6
Other selling, general and administrative expenses	57.4	50.3	175.8	145.9
Interest expense, net	(26.3)	(1.5)	(34.5)	(4.3)
Income tax expense	44	53.2	129	124.2
Net income	87.6	108.7	261.7	249.2
Less: Income attributable to noncontrolling interests	3.4	1.3	10.7	6.5
Net income attributable to Lamb Weston Holdings, Inc.	84.2	107.4	251	242.7
Non-cash gain related to settlement of pension plan		17.7		17.7
Pretax professional fees expenses	5.1	0.7	23.8	0.7
Global
Revenue information
Total net sales	391.6	381.4	1,203.4	1,152.5
Product contribution margin	93.2	85.6	259.1	219.9
Foodservice
Revenue information
Total net sales	242.2	219.9	753	691.4
Product contribution margin	84.1	64.8	243.8	182.7
Retail
Revenue information
Total net sales	99.7	98.5	285.8	278
Product contribution margin	23.1	23.2	63.6	51.8
Other
Revenue information
Total net sales	35	28.9	93.3	94.9
Product contribution margin	$ 2.2	$ 4	$ 5	$ 12.9

SEGMENTS -Oher Information (Det

SEGMENTS -Oher Information (Details)	3 Months Ended		9 Months Ended
	Feb. 26, 2017	Feb. 28, 2016	Feb. 26, 2017	Feb. 28, 2016
Net Sales | Customer | McDonald's corporation
Other information
Concentration risk, percentage	11.00%	11.00%	11.00%	11.00%

COMMITMENTS, CONTINGENCIES, G69

COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS (Details) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 26, 2017USD ($)	Feb. 28, 2016USD ($)	Feb. 26, 2017USD ($)item	Feb. 28, 2016USD ($)	May 29, 2016USD ($)
COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS
Number of estimates of foregoing matters | item			1
Lamb-Weston Meijer
COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS
Total liabilities	$ 220		$ 220		$ 203.7
Partners' equity	275.6		275.6		284.5
Potato supply agreements
COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS
Payments made under the agreement	12.8	$ 15.9	136	$ 133.9
Guaranteed amount	7.3		7.3
Aggregate amount of advances	$ 54.5		54.5		$ 15.7
Face value of income tax credits			$ 26.7