What changed in this filing

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Item 1. Business

2022-07-27 compared with 2021-07-27 · 95 added, 115 removed, 162 unchanged (56% of the section changed)

Lamb Weston Holdings, Inc.

(“we,” “us,” “our,” “the Company,” or “Lamb Weston”), along with our joint venture partners, is a leading global producer, distributor, and marketer of value-added frozen potato products and is headquartered in Eagle, Idaho.

We, along with our joint venture partners, are the number one supplier of value-added frozen potato products in North America.

We, along with our joint venture partners, are also a leading supplier of value-added frozen potato products internationally, with a strong and growing presence in high-growth emerging markets.

We, along with our joint venture partners, offer a broad product portfolio to a diverse channel and customer base in over 100 countries.

(“we,” “us,” “our,” “the Company,” or “Lamb Weston”), along with our joint ventures, is a leading global producer, distributor, and marketer of value-added frozen potato products and is headquartered in Eagle, Idaho.

We, along with our joint ventures, are the number one supplier of value-added frozen potato products in North America.

We, along with our joint ventures, are also a leading supplier of value-added frozen potato products internationally, with a strong presence in high-growth emerging markets.

Together with our joint ventures, we offer a broad product portfolio to a diverse channel and customer base in over 100 countries.

French fries represent the majority of our value-added frozen potato product portfolio.

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(formerly, ConAgra Foods, Inc., “Conagra”).

On November 9, 2016, we separated from Conagra and became an independent publicly traded company through the pro rata distribution by Conagra of 100% of our outstanding common stock to Conagra stockholders (“Separation”).

Our common stock trades under the ticker symbol “LW” on the New York Stock Exchange (“NYSE”).

Our common stock trades under the ticker symbol “LW” on the New York Stock Exchange.

Our consolidated financial statements include the accounts of Lamb Weston Holdings, Inc.

and its wholly owned subsidiaries.

Considerations related to the coronavirus (“COVID-19”) pandemic

In calendar year 2020 and continuing into calendar year 2021, the COVID-19 pandemic and the actions of governmental authorities in the United States and other countries in efforts to control the spread of COVID-19, which

included significant social and economic restrictions, had and continue to have, negative implications for portions of our business and the U.S.

and global economy.

In the preparation of these financial statements and related disclosures, we have assessed the impact that COVID-19 has had on our estimates, assumptions, and forecasts, and made additional disclosures, as necessary.

As the COVID-19 situation is unprecedented and continues to persist, future events and effects related to the virus cannot be determined with precision, and actual results could significantly differ from estimates or forecasts.

See “Item 1A.

Risk Factors” and “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K for further discussion of COVID-19 considerations.

We have four reportable segments:

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The Global segment’s product portfolio includes frozen potatoes and appetizers sold under the Lamb Weston brand, as well as many customer labels.

Our Foodservice segment includes frozen potato products sold throughout the United States and Canada to commercial distributors, restaurant chains generally outside the top 100 North American based restaurant chains, and non-commercial channels.

Our Foodservice segment includes frozen potato products sold throughout the U.S.

and Canada to commercial distributors, restaurant chains generally outside the top 100 North American based restaurant chains, and non-commercial channels.

The Foodservice segment’s primary products are frozen potatoes, commercial ingredients, and appetizers sold under the Lamb Weston brand, as well as many customer labels.

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The Retail segment’s primary products are frozen potatoes sold under our owned or licensed brands, including Grown in Idaho and Alexia , other licensed equities comprised of brand names of major North American restaurant chains, and the retailers’ own brands.

The Other reporting segment primarily includes our vegetable and dairy businesses, as well as mark-to-market gains and losses associated with commodity hedging contracts before the commodities are used in our business segments .

The Other reporting segment primarily includes our vegetable and dairy businesses, as well as unrealized mark-to-market adjustments associated with commodity hedging contracts.

Joint Venture Relationships

We conduct some of our business through three unconsolidated joint ventures and include our share of the earnings of these affiliates as equity method investment earnings in our consolidated financial statements based on our

economic ownership interest in each of these joint ventures.

These joint ventures produce and market value-added frozen potato products for our customers:

● We hold a fifty percent ownership interest in Lamb-Weston/Meijer v.o.f.

(“Lamb-Weston/Meijer”), a joint venture with Meijer Frozen Foods B.V., that is headquartered in the Netherlands and manufactures and sells frozen potato products principally in Europe, Russia, and the Middle East.

● We hold a fifty percent ownership interest in Lamb-Weston/RDO Frozen (“Lamb Weston RDO”), a joint venture with RDO Frozen Co., that operates a single potato processing facility in Minnesota.

(“LWM”), a joint venture with Meijer Frozen Foods B.V., that is headquartered in the Netherlands and manufactures and sells frozen potato products principally in Europe and the Middle East.

● We hold a fifty percent ownership interest in Lamb-Weston/RDO Frozen (“Lamb Weston RDO”), a joint venture with RDO Frozen Co., that operates a single potato processing facility in the U.S.

We provide all sales and marketing services to Lamb Weston RDO and receive a fee for these services based on a percentage of the net sales of the venture.

● We hold a fifty percent ownership interest in Lamb Weston Alimentos Modernos S.A.

(“LWAMSA”), a joint venture with Sociedad Comercial del Plata S.A., that is headquartered in Argentina.

LWAMSA manufactures and sells frozen potato products principally in South America.

For more information, see Note 4, Investments in Joint Ventures, of the Notes to Consolidated Financial Statements in “Part II, Item 8.

● During fiscal 2022, we held a fifty percent ownership interest in Lamb Weston Alimentos Modernos S.A.

(“LWAMSA”), a joint venture with Selprey S.A., a wholly owned subsidiary of Sociedad Comercial del Plata S.A., that is headquartered in Argentina.

LWAMSA manufactures and sells frozen potato products

principally in South America.

We included our share of the earnings of this unconsolidated joint venture as equity method investment earnings in our consolidated financial statements based on our economic ownership interest in LWAMSA.

In July 2022, we acquired an additional forty percent interest in LWAMSA, increasing our total ownership of LWAMSA from fifty percent to ninety percent.

Following this acquisition, we will consolidate LWAMSA’s results in our consolidated financial statements.

For more information, see Note 4, Equity Method Investments, of the Notes to Consolidated Financial Statements in “Part II, Item 8.

Financial Statements and Supplementary Data” of this Form 10-K.

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We have long-tenured relationships with leading quick service and fast casual restaurant chains, global foodservice distributors, large grocery retailers, and mass merchants.

Our largest customer, McDonald’s Corporation, accounted for approximately 11% of our consolidated net sales in fiscal 2021, and 10% of our consolidated net sales in both fiscal 2020 and 2019.

Our largest customer, McDonald’s Corporation, accounted for approximately 10% of our consolidated net sales in fiscal 2022, 11% of our consolidated net sales in fiscal 2021, and 10% of our consolidated net sales in fiscal 2020.

Sales to McDonald’s Corporation are included in our Global segment.

No other customer accounted for more than 10% of our fiscal 2022, 2021, or 2020 consolidated net sales.

No customer accounted for more than 10% of our consolidated accounts receivable as of May 30, 2021 or May 31, 2020.

Research and Development

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We seek to drive growth through innovation by creating new products, enhancing the quality of existing products, and participating in joint menu planning exercises with our customers.

We also emphasize sustainability in our research and development activities and continue to drive processing innovations aimed at reducing waste and water usage and improving food safety.

We also evaluate the sustainability impacts of our manufacturing processes and products in our research and development activities and continue to drive processing innovations aimed at reducing waste and water usage and improving food safety and quality.

Trademarks, Licenses and Patents

Our trademarks are material to our business and are protected by registration or other means in the United States and most other geographic markets where the related food items are sold.

Our trademarks are material to our business and are protected by registration or other means in the U.S.

and most other geographic markets where the related food items are sold.

Depending on the country, trademarks generally remain valid for as long as they are in use and their registrations are maintained.

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Our significant trademarks include:

Lamb Weston, Lamb’s Supreme, Lamb Weston Seeing Possibilities in Potatoes (and design), Lamb’s Seasoned, LW Private Reserve, Stealth Fries, and Sweet Things.

Lamb Weston, Lamb Weston Supreme, Lamb Weston Seeing Possibilities in Potatoes (and design), Lamb Weston Seasoned, Lamb Weston Private Reserve, Lamb Weston Stealth Fries, Lamb Weston Colossal Crisp, Lamb Weston Crispy on Delivery, and Sweet Things.

We also sell certain products, such as Grown in Idaho and Alexia , which we license from third parties.

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Our issued patents extend for varying periods according to the date of the patent application filing or grant and the legal term of patents in the various countries where patent protection is obtained.

protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage as determined by the patent office or courts in the country, and the availability of legal remedies in the country.

The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage as determined by the patent office or courts in the country, and the availability of legal remedies in the country.

Raw Materials

Our primary raw materials are potatoes, edible oils, and packaging.

We source a significant amount of our raw potatoes under both strategic, long-term grower relationships and shorter-term annual contracts.

In the United States, most of the potato crop used in our products is grown in Washington, Idaho, and Oregon.

For Lamb-Weston/Meijer, European growing regions for the necessary potatoes are concentrated in the Netherlands, Austria, Belgium, Germany, France, the United Kingdom, and Russia.

Our primary raw materials are potatoes, edible oils, packaging, grains, starches, and energy inputs.

We source a significant amount of our raw potatoes under both strategic, long-term grower relationships and short-term annual contracts.

In the U.S., most of the potato crop used in our products is grown in Washington, Idaho, and Oregon.

European growing regions for the necessary potatoes are concentrated in the Netherlands, Austria, Belgium, Germany, France, and the United Kingdom.

We also have potato growing regions in Canada, China, Australia, and Argentina that support our processing facilities in those countries.

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The prices paid for these raw materials, as well as other raw materials used in making our products, generally reflect factors such as weather, commodity market fluctuations, currency fluctuations, tariffs, and the effects of governmental agricultural programs.

Although the prices of raw materials can be expected to fluctuate as a result of these factors, we believe such raw materials to be in adequate supply.

From time to time, we have faced increased costs for our primary raw materials and energy inputs.

The prices of raw materials can fluctuate as a result of these factors.

During fiscal 2022, we faced increased costs for our primary raw materials, including potatoes, edible oils, packaging, grains, starches, and energy inputs.

We seek to mitigate higher input costs through long-term relationships, contract strategies, and hedging activities where an active market for an input exists, as well as through our pricing and productivity initiatives.

See “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Form 10-K for further discussion.

Manufacturing

We operate 18 manufacturing facilities for our products.

We operate 18 production facilities for our products.

See "Item 2.

Properties"

for more information about our manufacturing facilities.

Our joint ventures operate a total of nine manufacturing facilities.

In addition to our own manufacturing facilities, we source a portion of our products under “co-packing” agreements, a common industry practice in which manufacturing is outsourced to other companies.

We regularly evaluate our co-packing arrangements to ensure the most cost-effective manufacturing of our products and to utilize company-owned manufacturing facilities most effectively.

for more information about our production facilities.

Our joint ventures operate a total of eight production facilities.

In addition to our own production facilities, we source a portion of our products under “co-packing” agreements, a common industry practice in which manufacturing is outsourced to other companies.

We regularly evaluate our co-packing arrangements to ensure the most cost-effective manufacturing of our products and to utilize company-owned production facilities most effectively.

International Operations

At May 30, 2021, we had operations in eighteen countries, with manufacturing and processing facilities in four countries.

At May 29, 2022, we had operations in seventeen countries, with sales support in each of these countries and production and processing facilities in four countries.

See Note 13, Segments, of the Notes to Consolidated Financial Statements in “Part II, Item 8.

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Also see “Item 2.

Properties,” for more information on our manufacturing and other facilities.

For a discussion of risks related to our operations outside the United States, see “Item 1A.

Properties,” for more information on our production and other facilities.

For a discussion of risks related to our operations outside the U.S., see “Item 1A.

Risk Factors” of this Form 10-K.

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See also “Item 1A.

Risk Factors – Increased competition may result in reduced sales or profits” of this Form 10-K.

Risk Factors – Industry Risks – Increased competition may result in reduced sales or profits” of this Form 10-K.

Our product contribution margin percentage, inventory levels, net sales, and cash flows are affected by seasonality.

In general, our product contribution margin percentage tends to be highest in our fiscal third quarter, reflecting the cost benefit of freshly-harvested potatoes.

We typically harvest potatoes in the Pacific Northwest of the United States in July through October, which is primarily in our fiscal second quarter.

Freshly-harvested potatoes process more efficiently in our production lines and are not subject to storage or secondary transport costs.

We typically hold 50 to 60 days of finished goods inventory on a first-in-first-out basis, so the relatively favorable costs primarily incurred from our fiscal second quarter harvest flow through our income statement in our fiscal third quarter.

We typically harvest potatoes in the Pacific Northwest of the U.S.

in July through October, which is primarily in our fiscal second quarter.

While the quality of potatoes affects production

efficiency, overall, freshly-harvested potatoes process more efficiently in our production lines and are not subject to storage or secondary transport costs.

We typically hold 50 to 60 days of finished goods inventory on a first-in-first-out basis, so the costs incurred from our fiscal second quarter harvest, which are generally favorable, will flow through our income statement in our fiscal third quarter.

Inventory levels also tend to be higher in our fiscal third quarter, requiring more working capital at that time.

In general, net sales and cash flows tend to be higher in our fiscal fourth quarter, reflecting customer and consumer buying patterns.

Due to severe impacts of the government mandated shutdowns in response to the COVID-19 pandemic, seasonal variation in the demand for our products in the fourth quarter of fiscal 2020 and fiscal 2021 differed from prior years.

Due to severe impacts of the government mandated shutdowns in response to COVID-19, seasonal variation in the demand for our products in the fourth quarter of fiscal 2020 and 2021, differed from prior years.

Human Capital Resources

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Attracting, developing, and retaining the best talent globally with the right skills to drive our mission, vision, and values are central components of our strategies for long-term growth.

As of July 19, 2021, we had approximately 7,800 employees, of which approximately 800 employees work outside of the United States.

As of July 19, 2021, approximately 27% of our employees are parties to collective bargaining agreements on terms that we believe are typical for the industry in which we operate.

Most of the union workers at our facilities are represented under contracts that expire at various times throughout the next several years.

Collective bargaining agreements that represent approximately 55% of our hourly employees, who are parties to collective bargaining agreements, are scheduled to expire over the course of fiscal 2022.

As these agreements expire, we believe they will be renegotiated on terms satisfactory to us.

As of July 18, 2022, we had approximately 8,000 employees, of which approximately 800 employees work outside of the U.S.

As of July 18, 2022, approximately 22% of our employees are parties to collective bargaining agreements with terms that we believe are typical for the industry in which we operate.

Most of the union workers at our facilities are represented under contracts that expire at various times over the next several years.

Of the hourly employees who are represented by these contracts, 18% are party to a collective bargaining agreement scheduled to expire over the course of the next twelve months.

As the agreement expires, we believe it will be renegotiated on terms satisfactory to the parties.

Health and Safety.

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Through ongoing communications, routine assessments of our safety programs, safety and job-related training, daily risk assessments at facilities, defined standards, and safety measures, we strive to improve our safety performance each year.

Throughout the COVID-19 pandemic, our manufacturing facilities were deemed essential under government guidelines and remained open and operational.

Our primary focus and attention have remained directed towards the health and well-being of our employees and contractors, and we have taken numerous measures to keep them as safe as possible.

These measures have included the implementation of enhanced sanitation protocols and preventative screenings at all our manufacturing facilities, providing masks and requiring social distancing for employees across all our facilities, modified time and attendance policies to provide better protection for employees, providing benefits that help support our employees and their families, and the implementation of interim remote work arrangements for functional support areas to comply with shelter-in-place orders and other federal and local government recommendations.

In addition, as part of our commitment to our employees working in our factories during fiscal 2021, we continued to pay the employees regular wages and quarterly bonuses despite pandemic-related absenteeism or the shutdown of lines for site cleaning or other items.

Total Rewards.

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To deliver on that commitment, we benchmark and set pay ranges based on market data and consider various factors such as an employee’s role and experience, job location, and performance.

We also regularly review our compensation practices to promote fair and equitable pay.

We also regularly review our compensation practices to promote fair and equitable pay, and in fiscal 2022, applied a mid-year base salary increase for certain employees in response to the current competitive labor market.

In addition to base salaries, many employees also participate in an annual short-term incentive program and may also receive long-term equity awards.

Benefits for employees include an employee savings 401(k) plan and company matching contributions, health insurance, disability

insurance, life insurance, health savings and flexible spending accounts, wellness incentives, annual on-site health screenings, paid time off, family leave, parental leave, employee assistance programs, and tuition reimbursement opportunities.

Benefits for employees include an employee savings 401(k) plan and company matching contributions, health insurance, disability insurance, life insurance, health savings and flexible spending accounts, wellness incentives, annual on-site health screenings, paid time-off, family leave, parental leave, employee assistance programs, and tuition reimbursement opportunities.

In fiscal 2022, we also adopted a flexible work policy for office-based employees intended to allow employees flexibility in work location while maintaining productivity and performance expectations, as well as enhanced our vacation policy to add additional days of paid time-off for certain employee groups to better align with competitive market practice.

Eligibility for, and the level of, compensation and benefits vary depending on an employee’s full-time or part-time status, work location, job and career level, and tenure with the Company.

We regularly review our compensation and benefit programs to ensure they are competitive and are designed to meet our employees’ health and wellness needs, which we believe is important to attract and retain the best available talent.

We regularly review our compensation and benefit programs with the aim of keeping them competitive and designed to meet our employees’ health and wellness needs, which we believe is important to attract and retain the best available talent.

Diversity, Equity, and Inclusion.

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These offerings are designed to position employees to execute with excellence in their current roles, accelerate their learning curves, and grow their careers by taking advantage of continuing learning opportunities.

For example, in our manufacturing facilities, we provide multiple training sessions focused on quality and safety.

For example, in our production facilities, we provide multiple training sessions focused on quality and safety.

We also hold multi-day courses focused on leadership development for managers throughout our organization.

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To understand employee sentiments, we conduct a bi-annual engagement survey of our global workforce.

This survey is administered and analyzed by an independent third-party.

The survey results are then reviewed by our executive leadership team and Board of Directors.

Department leaders are also given the engagement survey results and are then tasked with taking action based on their employees’ anonymous feedback (both quantitative and qualitative).

This survey was completed in fiscal 2022 and was administered and analyzed by an independent third-party.

The survey results are then reviewed by our executive leadership team and our Compensation and Human Capital Committee of the Board of Directors.

Department leaders are also given the engagement survey results and are tasked with taking action based on their employees’ anonymous feedback (both quantitative and qualitative).

By paying close attention to the results, both at an aggregate enterprise level as well as at department, business, and work group levels, we believe that we have been able to enhance our workplace culture and improve overall employee engagement levels.

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We encourage and enable our employees to support many charitable causes.

This includes volunteer program engagement promoted by the Company or employees.

This includes engaging in volunteer programs promoted by the Company or employees.

Our locations also manage their own community outreach programs through local giving committees, which provide opportunities for employees to financially engage with local nonprofits and volunteer their time.

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In addition, we offer a matching gifts program to employees, paid volunteer time off, non-profit board service grants, and an employee dependent scholarship program.

For more detailed information regarding our programs and initiatives related to our people and human capital, please see our 2021 Environmental, Social, and Governance (“ESG”) Report, which is posted on our website at https://esg.lambweston.com.

The information on our website, including our ESG Report, is not, and shall not be deemed to be, a part of this Form 10-K or incorporated into any other filings we make with the SEC.

Information About Our Executive Officers

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Director, President and Chief Executive Officer

Bernadette M.

Senior Vice President and Chief Financial Officer

Senior Vice President and Chief Human Resources Officer

Senior Vice President, Growth and Strategy

Senior Vice President and General Manager, Global Business Unit

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Senior Vice President and General Manager of Foodservice, Retail, Marketing and Innovation

Senior Vice President and General Counsel

In May 2021, Mr.

McNutt notified us of his decision to retire, effective August 6, 2021.

As previously disclosed, Bernadette M.

Madarieta, our current Vice President and Controller, will succeed Mr.

McNutt as Senior Vice President and Chief Financial Officer, effective August 6, 2021.

Senior Vice President, General Counsel, and Chief Compliance Officer

Senior Vice President and Chief Human Resources Officer

Werner has served as our President and Chief Executive Officer and a member of our board of directors since November 2016.

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Werner also served as interim President of Conagra’s Private Brands from June 2015 through its divestiture in February 2016.

Before his appointment as President, Commercial Foods, Mr.

Before his appointment as President, Commercial

Werner served as Senior Vice President of Finance for Conagra’s Private Brands and Commercial Foods operating segments from June 2013 to April 2015, and Senior Vice President of Finance for Lamb Weston from May 2011 until June 2013.

McNutt has served as our Senior Vice President and Chief Financial Officer since January 2017.

Prior to joining Lamb Weston, Mr.

McNutt served as Chief Financial Officer of Expera Specialty Solutions, LLC, a specialty paper company, from September 2013 to December 2016.

McNutt served as Senior Vice President and Chief Financial Officer for Greif, Inc., an industrial packaging company, from January 2011 to July 2013, and as Senior Vice President and Chief Financial Officer for Boise Inc., a packaging and paper products manufacturer, from February 2008 to January 2011.

Carter has served as our Senior Vice President and Chief Human Resources Officer since November 2016.

Carter joined Lamb Weston in September 2016.

From July 2012 until September 2016, she served in a variety of roles with The Kraft Heinz Company, a food and beverage company, including as Head of U.S.

People and Performance and Global Corporate Functions from November 2015 to September 2016, Vice President of Human Resources, Global Corporate Functions from August 2015 until October 2015, Vice President of Human Resources, Cheese & Dairy from January 2015 until July 2015, and Senior Director Human Resources & Global Exports from July 2012 until January 2015.

Before joining The Kraft Heinz Company, Ms.

Carter served from February 2011 until July 2012 as Senior Director Human Resources, Solar Energy & Solar Materials with MEMC Electronic Materials, Inc.

(now known as SunEdison, Inc.), a supplier of silicon wafers to semiconductor and photovoltaic cell companies.

Hatto has served as our Senior Vice President, Growth and Strategy since January 2021.

Before that, he served as Vice President, Customer Sales and Strategy, for our Foodservice business beginning in January 2015.

Since joining the company in 2015, Mr.

Hatto has played a leading role in major initiatives at Lamb Weston focused on capturing share growth.

Prior to that, Mr.

Hatto worked for the foodservice division of PepsiCo, Inc., a food and beverage company, for more than ten years in a variety of sales leadership roles, most recently as Vice President of Sales Strategy.

Bernadette M.

Madarieta has served as our Senior Vice President and Chief Financial Officer since August 2021.

She joined Lamb Weston in October 2016 as our Vice President and Controller and Principal Accounting Officer.

Before that, Ms.

Madarieta served as Vice President and Controller of Packaging Corporation of America, a containerboard and corrugated packaging manufacturer, from October 2013 to March 2016, and Vice President and Controller at Boise Inc., a packaging and paper products manufacturer, from February 2011 to October 2013.

Madarieta has 25 years of finance management and leadership experience spanning public and privately held companies and Big 4 public accounting firms.

Miller has served as our Senior Vice President and General Manager, Global Business Unit since September 2016.

Before that, she served as Conagra’s Vice President and General Manager, Lamb Weston Global

Business Unit since 2015.

Before that, she served as Conagra’s Vice President and General Manager, Lamb Weston Global Business Unit since 2015.

Since joining Conagra in 1999, Ms.

Miller has held various leadership positions, including Vice President of Sales for Lamb-Weston/Meijer.

Miller has held various leadership positions, including Vice President of Sales for LWM.

Prior to that, Ms.

Miller was a key sales and business leader within Lamb Weston in both the United States and Canada.

Miller was a key sales and business leader within Lamb Weston in both the U.S.

She also has held various sales positions with North American food manufacturers and foodservice distributors.

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Prior to joining Lamb Weston, Mr.

Scheufler served as Vice President of Global Operations at Mondelez International, Inc., a food and beverage company, from July 2014 until August 2019.

During his tenure at Mondelez International, Mr.

Scheufler served as Vice President of Global Operations at Mondelēz International, Inc., a food and beverage company, from July 2014 until August 2019.

During his tenure at Mondelēz International, Mr.

Scheufler oversaw a major global restructuring program to optimize the global supply chain footprint, including the manufacturing, customer service, quality, logistics, health, safety and environment, and innovation functions.

Prior to that, Mr.

Scheufler spent more than 20 years at The Procter & Gamble Company, a consumer goods corporation, in a variety of roles of increasing responsibility after starting his career in plant operations in 1990.

Scheufler spent more than 20 years at The Procter & Gamble Company, a consumer goods corporation, in a variety of roles of increasing responsibility after starting his career in manufacturing operations in 1990.

Smith has served as our Senior Vice President and General Manager of Foodservice, Retail, Marketing and Innovation since April 2018.

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Smith held various brand management roles at Dean Foods Company, a food and beverage company, and its WhiteWave division from May 2003 until December 2007.

Spytek has served as our Senior Vice President and General Counsel since October 2016 and as Corporate Secretary from October 2016 to November 2020.

Spytek has served as our Senior Vice President, General Counsel, and Chief Compliance Officer since October 2016.

He also served as our Corporate Secretary from October 2016 to November 2020.

From June 2015 until October 2016, Mr.

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Before joining SIRVA, Inc., Mr.

Spytek was a partner at Winston & Strawn LLP.

Spytek was a partner at Winston & Strawn LLP, which he joined as an associate in 1996.

Younes has served as our Senior Vice President and Chief Human Resources Officer since January 2022.

He joined Lamb Weston from Loews Hotels & Co., a hospitality company, where he served as Executive Vice President and Chief Human Resources Officer from April 2019 through December 2021.

Prior to that, Mr.

Younes was Senior Vice President of Human Resources for Ascension, a not-for-profit healthcare company, from July 2013 to December 2018.

An employment lawyer by background, he spent 12 years in private practice and served as employment counsel to a number of organizations earlier in his career.

Younes has more than 30 years of experience in human resources and employment law.

Ethics and Governance

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We will disclose any waiver we grant to our Chief Executive Officer, Chief Financial Officer, or Controller under our codes, or certain amendments to the codes, on our website at www.lambweston.com.

In addition, we adopted Corporate Governance Principles and charters for the Audit and Finance Committee, Nominating and Corporate Governance Committee, and Compensation Committee.

In addition, we adopted Corporate Governance Principles and charters for the Audit and Finance Committee, Nominating and Corporate Governance Committee, and Compensation and Human Capital Committee.

All of these materials are available on our website at www.lambweston.com and will be provided free of charge to any stockholder requesting a copy by writing to:

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This comprehensive and evolving regulatory program governs, among other things, the manufacturing, composition and ingredients, labeling, packaging, and safety of food, including compliance with current Good Manufacturing Practices.

In addition, the Nutrition Label Reform Act of 2016 and regulations promulgated thereunder by the FDA prescribe the format

and content in which specific nutrition information is required to appear on the labels of food products.

In addition, the Nutrition Label Reform Act of 2016 and regulations promulgated thereunder by the FDA prescribe the format and content in which specific nutrition information is required to appear on the labels of food products.

We are also subject to regulation by certain other governmental agencies, including the U.S.

Department of Agriculture.

Our operations and products are also subject to state and local regulation, including the registration and licensing of plants, enforcement by state health agencies of various state standards, and the registration and inspection of facilities.

Our operations and products are also subject to state and local regulation, including the registration and licensing of production facilities, enforcement by state health agencies of various state standards, and the registration and inspection of facilities.

Compliance with federal, state, and local regulation is costly and time-consuming.

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and safety and health standards, practices, and procedures that apply to the workplace and the operation of our facilities.

In order to comply with these requirements, we may need to spend substantial amounts of money and other resources from time to time to (i) construct or acquire new equipment, (ii) acquire or amend permits to authorize facility operations, (iii) modify, upgrade, or replace existing and proposed equipment, and (iv) clean up or decommission our facilities or other locations in accordance with regulatory requirements.

In order to comply with these requirements, we may need to spend substantial amounts of money and other resources from time to time to:

(i) construct or acquire new equipment, (ii) acquire or amend permits to authorize facility operations, (iii) modify, upgrade, or replace existing and proposed equipment, and (iv) clean up or decommission our facilities or other locations in accordance with regulatory requirements.

Our capital and operating budgets include costs and expenses associated with complying with these laws and other requirements.

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We make available, free of charge on our website at www.lambweston.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.

The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC;

the address of that site is https://www.sec.gov.

We use our website, through the “Investors” link, as a channel for routine distribution of important information, including news releases, analyst presentations, and financial information.

In addition, in June 2021, we released our ESG Report, which includes a description of our sustainability programs.

The report can be found on our website at https://esg.lambweston.com.

The information on our website, including our ESG Report, is not, and shall not be deemed to be, a part of this Form 10-K or incorporated into any other filings we make with the SEC unless expressly noted in any such other filing.

The information on our website is not, and shall not be deemed to be, a part of this Form 10-K or incorporated into any other filings we make with the SEC unless expressly noted in other such filings.

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.

What changed 10-K

Item 1. Business