Lamb Weston Holdings, Inc. 10-Q

ITEM 5. OTHER INFORMATION Restructuring Plan 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.” 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. The Restructuring Plan is being implemented in response to current operating environment facing the Company and includes: • The permanent closure of our manufacturing facility in Connell, Washington, effective October 1, 2024; • The temporary curtailment of certain production lines and schedules across our manufacturing network in North America; • A reduction in operating expenses, including headcount reductions approximating 4 % of our global workforce and the elimination of certain unfilled job positions; and 26 Table of Contents • A $100 million reduction in fiscal 2025 capital expenditures to $750 million from our previous estimate of $850 million. In connection with the Restructuring Plan, we expect to record in fiscal 2025 total pre-tax charges of $200 million to $250 million. 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. 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. 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. For additional information regarding the Restructuring Plan, see “Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations” of this report. Insider Trading Arrangements 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. During the quarter ended August 25, 2024, no such plans or arrangements were adopted or terminated , including by modification. ITEM 6. EXHIBITS Exhibit Number Exhibit Description 10.1 Form of Lamb Weston Holdings, Inc. Restricted Stock Unit Agreement (FY2025 Awards) 10.2 Form of Lamb Weston Holdings, Inc. Performance Share Agreement (FY 2025 Awards) 31.1 Section 302 Certificate of Chief Executive Officer 31.2 Section 302 Certificate of Chief Financial Officer 32.1 Section 906 Certificate of Chief Executive Officer 32.2 Section 906 Certificate of Chief Financial Officer 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) 27 Table of Contents SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LAMB WESTON HOLDINGS, INC. By: /s/ BERNADETTE M. MADARIETA BERNADETTE M. MADARIETA Chief Financial Officer (Principal Financial Officer) Dated this 2nd day of October, 2024. 28