OTHER INFORMATION
+Added: Restructuring Plan
+Added: We are reporting the following information for the purpose of providing the disclosure required under Form 8-K Item 2.05 “Costs Associated with Exit or Disposal Activities.”
+Added: On October 1, 2024, our board of directors approved a restructuring plan (the “Restructuring Plan”) that is designed to drive operational and cost efficiencies and improve cash flows, while positioning the Company to continue to make strategic investments to drive long-term value for our stakeholders.
+Added: The Restructuring Plan is being implemented in response to current operating environment facing the Company and includes:
+Added: • The permanent closure of our manufacturing facility in Connell, Washington, effective October 1, 2024;
+Added: • The temporary curtailment of certain production lines and schedules across our manufacturing network in North America;
+Added: • A reduction in operating expenses, including headcount reductions approximating 4 % of our global workforce and the elimination of certain unfilled job positions;
+Added: • A $100 million reduction in fiscal 2025 capital expenditures to $750 million from our previous estimate of $850 million.
+Added: In connection with the Restructuring Plan, we expect to record in fiscal 2025 total pre-tax charges of $200 million to $250 million.
+Added: We estimate that approximately 80% (or approximately $160 million to $200 million) of these charges will result in future cash expenditures and 20% (or approximately $40 million to $50 million) will be non-cash charges.
+Added: These charges primarily relate to the costs associated with contracted raw potatoes that will not be used due to production line curtailments, accelerating depreciation of assets, the write-down of inventory and long-lived assets, employee severance and other one-time termination benefits, and other costs.
+Added: We expect to record most of the pre-tax charges in the second quarter of fiscal 2025, with the remainder expected to be recorded during the second half of fiscal 2025.
+Added: For additional information regarding the Restructuring Plan, see “Part I, Item 2.
+Added: Management's Discussion and Analysis of Financial Condition and Results of Operations” of this report.
Insider Trading Arrangements
−Removed: On January 11, 2024 , Sharon Miller , our President, North America , adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act to sell up to 8,713 shares of Lamb Weston common stock between April 12, 2024 and December 31, 2024, subject to certain conditions.
−Removed: None of our other directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K during the quarter ended February 25, 2024.
+Added: Our directors and officers (as defined in Rule 16a-1 under the Exchange Act) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.
+Added: During the quarter ended August 25, 2024, no such plans or arrangements were adopted or terminated , including by modification.
Exhibit Number Exhibit Description
+Added: 10.1 Form of Lamb Weston Holdings, Inc.
+Added: Restricted Stock Unit Agreement (FY2025 Awards)
+Added: 10.2 Form of Lamb Weston Holdings, Inc.
+Added: Performance Share Agreement (FY 2025 Awards)
31.1 Section 302 Certificate of Chief Executive Officer
15 unchanged sentences
(Principal Financial Officer)
−Removed: Dated this 4th day of April, 2024.
+Added: Dated this 2nd day of October, 2024.
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.