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We reviewed the results of management’s assessment with the Audit and Finance Committee of our Board of Directors.
−Removed: Our independent registered public accounting firm, KPMG LLP, audited the combined and consolidated financial statements prepared by us.
+Added: Our independent registered public accounting firm, KPMG LLP, audited the consolidated financial statements prepared by us.
KPMG LLP has also issued an attestation report on our internal control over financial reporting.
−Removed: Their report on the combined and consolidated financial statements and attestation report are included in “Part II, Item 8.
+Added: report on the consolidated financial statements and attestation report are included in “Part II, Item 8.
Financial Statements and Supplementary Data” of this Form 10-K.
8 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: As disclosed in Part II.
−Removed: Controls and Procedures in our Form 10-K for the fiscal year ended May 26, 2019, during the fourth quarter of fiscal 2019 we identified a material weakness in internal control related to information technology general controls in the area of application support team access to an information technology system (“IT System”) that supports process controls and information used in our financial reporting processes.
−Removed: During fiscal 2020, management implemented our previously disclosed remediation plan that included enhancing our communication of internal control responsibilities to ensure the timely termination of access to the IT System when granted on a temporary basis to authorized members of our application support team.
−Removed: During the fourth quarter of fiscal 2020, we completed our testing of the operating effectiveness of the implemented controls and found them to be effective.
−Removed: As a result, we have concluded the material weakness has been remediated as of May 31, 2020.
−Removed: Other than the remediation efforts discussed above, there have been no changes in our internal control over financial reporting that occurred during the fourth quarter of fiscal 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated any change in our internal control over financial reporting that occurred during the quarter ended May 30, 2021 and determined that there was no change in our internal control over financial reporting during the fourth quarter of fiscal 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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Equity compensation plans not approved by securityholders
−Removed: (a) Includes outstanding stock options, RSUs and performance shares (assuming the target performance payout level) granted under the Lamb Weston Holdings, Inc.
+Added: (a) Includes outstanding stock options, RSUs and performance shares (assuming the target performance payout level) granted under the Amended and Restated Lamb Weston Holdings, Inc.
2016 Stock Plan (the “2016 Stock Plan”).
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: Information required by this Item 13 will be included under the headings “Corporate Governance – Director Independence” and “Corporate Governance – Related Party Transactions” in our 2020 Proxy Statement.
+Added: Information required by this Item 13 will be included under the headings “Corporate Governance – Director Independence” and “Corporate Governance – Review of Transactions with Related Persons” in our 2021 Proxy Statement.
This information from the 2021 Proxy Statement is incorporated by reference into this Form 10-K.
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Deferred tax asset valuation allowance
−Removed: (a) Includes $ 31.2 million reduction resulting from the revaluation of U.S.
−Removed: deferred tax assets to the new 21 % federal statutory tax rate as a result of the Tax Act.
−Removed: All other schedules are omitted because they are not applicable or not material, not required, or because the required information is included in the consolidated financial statements or the accompanying notes to financial statements, and therefore, have been omitted.
+Added: All other schedules are omitted because they are not applicable, not material, not required, or because the required information is included in the consolidated financial statements or the accompanying notes to financial statements, and therefore, have been omitted.
b) The following exhibits are filed as part of, or incorporated by reference into, this Form 10-K:
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and Lamb Weston Holdings, Inc., incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on November 10, 2016 (File No.
−Removed: Employee Matters Agreement, dated as of November 8, 2016, by and between ConAgra Foods, Inc.
−Removed: and Lamb Weston Holdings, Inc., incorporated herein by reference to Exhibit 10.2 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on November 10, 2016 (File No.
Trademark License Agreement, dated as of November 8, 2016, by and between ConAgra Foods, Inc.
7 unchanged sentences
4, dated as of April 17, 2020, to Credit Agreement, dated as of November 9, 2016, among Lamb Weston Holdings, Inc., the guarantors party thereto, the lenders named therein, and Bank of America, N.A., as administrative agent, incorporated herein by reference to Exhibit 10.2 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on April 20, 2020 (File No.
+Added: Amendment No.
+Added: 5, dated as of September 17, 2020, to Credit Agreement, dated as of November 9, 2016, among Lamb Weston Holdings, Inc., the guarantors party thereto, the lenders named therein, and Bank of America, N.A., as administrative agent, incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on September 23, 2020 (File No.
Credit Agreement, dated as of June 28, 2019, by and among Lamb Weston Holdings, Inc., the guarantors party thereto, the lenders named therein, and Northwest Farm Credit Services, PCA, as administrative agent, incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on July 1, 2019 (File No.
First Amendment to Credit Agreement, dated as of April 20, 2020, by and among Lamb Weston Holdings, Inc., the guarantors party thereto, the lenders and voting participants party thereto, and Northwest Farm Credit Services, PCA, as administrative agent, incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on April 20, 2020 (File No.
+Added: Second Amendment to Credit Agreement, dated as of September 23, 2020, by and among Lamb Weston Holdings, Inc., the guarantors party thereto, the lenders and voting participants party thereto, and Northwest Farm Credit Services, PCA, as administrative agent, incorporated herein by reference to Exhibit 10.2 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on September 23, 2020 (File No.
Amended and Restated Lamb Weston Holdings, Inc.
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Voluntary Deferred Compensation Plan, incorporated herein by reference to Exhibit 4.3 of Lamb Weston Holdings, Inc.’s Registration Statement on Form S-8 filed on June 14, 2017 (Commission File No.
−Removed: 333-218742)**
Lamb Weston Holdings, Inc.
Directors’ Deferred Compensation Plan, incorporated herein by reference to Exhibit 4.4 of Lamb Weston Holdings, Inc.’s Registration Statement on Form S-8 filed on June 14, 2017 (Commission File No.
−Removed: 333-218742)**
Letter Agreement, dated as of August 25, 2016, between ConAgra Foods, Inc.
13 unchanged sentences
Form of Lamb Weston Holdings, Inc.
−Removed: Restricted Stock Unit Agreement (Stock-settled), incorporated herein by reference to Exhibit 10.22 of Lamb Weston Holdings, Inc.’s Annual Report on Form 10-K filed on July 25, 2017 (File No.
+Added: Restricted Stock Unit Agreement (Stock-settled) (pre-July 2020), incorporated herein by reference to Exhibit 10.22 of Lamb Weston Holdings, Inc.’s Annual Report on Form 10-K filed on July 25, 2017 (File No.
Form of Lamb Weston Holdings, Inc.
+Added: Restricted Stock Unit Agreement (Stock-settled) (post-July 2020), incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on October 7, 2020 (File No.
+Added: Form of Lamb Weston Holdings, Inc.
Nonqualified Stock Option Agreement for Employees (post-March 2017), incorporated herein by reference to Exhibit 10.23 of Lamb Weston Holdings, Inc.’s Annual Report on Form 10-K filed on July 25, 2017 (File No.
5 unchanged sentences
Performance Share Agreement (post-July 2019), incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on October 2, 2019 (File No.
+Added: Form of Lamb Weston Holdings, Inc.
+Added: Performance Share Agreement (post-July 2020), incorporated herein by reference to Exhibit 10.2 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on October 7, 2020 (File No.
+Added: Letter Agreement, dated as of May 21, 2021, between Lamb Weston Holdings, Inc.
+Added: and Bernadette Madarieta, incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on May 25, 2021 (File No.
+Added: Letter Agreement, dated as of May 24, 2021, between Lamb Weston Holdings, Inc.
+Added: and Robert M.
+Added: McNutt, incorporated herein by reference to Exhibit 10.2 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on May 25, 2021 (File No.
Subsidiaries of Lamb Weston Holdings, Inc.
11 unchanged sentences
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.)
−Removed: * Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the SEC a copy of any omitted exhibits and schedules upon request.
* Management contract or compensatory plan.
36 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.