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Item 8. Financial Statements and Supplementary Data

2026-07-24 compared with 2025-07-23 · 316 added, 241 removed, 952 unchanged (37% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reports of Independent Registered Public Accounting Firm (KPMG, LLP, Seattle, WA, PCAOB ID No.

Reports of Independent Registered Public Accounting Firm (KPMG, LLP, Boise, ID, PCAOB ID No.

Consolidated Statements of Earnings for the fiscal years ended May 31, 2026 , May 2 5, 2025 , and May 2 6, 2024

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Consolidated Statements of Stockholders’ Equity for the fiscal years ended May 3 1, 2026, May 25, 2025, and May 26, 2024

Consolidated Statements of Cash Flows for the fiscal years ended May 25, 2025, May 26, 2024, and May 28, 2023

Consolidated Statements of Cash Flows for the fiscal years ended M ay 31, 2026, May 25, 2025, and May 26, 2024

Notes to Consolidated Financial Statements

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We have audited the accompanying consolidated balance sheets of Lamb Weston Holdings, Inc.

and subsidiaries (the Company) as of May 25, 2025 and May 26, 2024, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended May 25, 2025, and the related notes and consolidated financial statement schedule (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of May 25, 2025 and May 26, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended May 25, 2025, in conformity with U.S.

and subsidiaries (the Company) as of May 31, 2026 and May 25, 2025, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended May 31, 2026, and the related notes and consolidated financial statement schedule (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2026 and May 25, 2025, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended May 31, 2026, in conformity with U.S.

generally accepted accounting principles.

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We involved IT professionals with specialized skills and knowledge, who assisted in testing certain general IT and application controls related to the Company’s process of recording finished goods inventory quantities held at third-party warehouse locations.

We tested the existence and completeness of finished goods inventory by observing a sample of physical inventory counts during the year.

We tested the existence and completeness of finished goods inventory by observing a sample of physical inventory counts near year-end.

We also obtained external confirmation of inventory quantities held at certain third-party warehouse locations for a sample of locations.

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We have served as the Company’s auditor since 2016.

Seattle, Washington

July 24, 2026

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 25, 2025 and May 26, 2024, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended May 25, 2025, and the related notes and consolidated financial statement schedule (collectively, the consolidated financial statements), and our report dated July 23, 2025 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 31, 2026 and May 25, 2025, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended May 31, 2026, and the related notes and consolidated financial statement schedule (collectively, the consolidated financial statements), and our report dated July 24, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Seattle, Washington

July 24, 2026

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Selling, general and administrative expenses 664.6 633.5 701.4

Restructuring expense 100.0 — —

Cost Savings Program and Restructuring expenses, net 104.0 100.0 —

Income from operations 591.1 665.1 1,065.3

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Other comprehensive income (loss):

Unrealized pension and post-retirement benefit obligations gain (loss) 1.0 ( 0.3 ) 0.7 ( 5.9 ) 1.3 ( 4.6 ) 3.4 ( 0.8 ) 2.6

Unrealized currency translation gains (losses) 66.6 0.5 67.1 19.3 ( 0.4 ) 18.9 ( 16.6 ) 2.4 ( 14.2 )

Unrealized pension and post-retirement benefit obligations gains (losses) 6.3 ( 0.9 ) 5.4 1.0 ( 0.3 ) 0.7 ( 5.9 ) 1.3 ( 4.6 )

Unrealized currency translation gains 72.1 — 72.1 66.6 0.5 67.1 19.3 ( 0.4 ) 18.9

Other ( 0.2 ) — ( 0.2 ) ( 0.5 ) 0.1 ( 0.4 ) ( 0.5 ) 0.1 ( 0.4 )

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Retained earnings 2,929.7 2,848.9

Accumulated other comprehensive income (loss) 54.5 ( 12.9 )

Accumulated other comprehensive income 131.8 54.5

Total stockholders’ equity 1,824.9 1,737.7

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(dollars in millions)

For the Fiscal Years Ended May

For Fiscal Year

2026 2025 2024

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Stock-settled, stock-based compensation expense 46.2 39.5 46.8

Gain on acquisition of investments in joint ventures — — ( 425.8 )

Equity method investment (earnings) loss, net of distributions ( 2.5 ) 11.9 ( 15.5 )

Deferred income taxes 40.5 0.6 ( 1.3 )

Cost Savings Program and Restructuring expenses 37.8 48.7 —

Blue chip swap transaction gains — ( 21.1 ) ( 18.0 )

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Additions to other long-term assets ( 7.4 ) ( 33.6 ) ( 62.3 )

Acquisition of interests in joint venture, net — — ( 610.4 )

Acquisition of business, net of cash acquired — — ( 10.5 )

Proceeds from sale of property, plant and equipment 26.0 2.0 —

Proceeds from blue chip swap transactions, net of purchases — 21.1 18.0

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Other 1.9 ( 15.2 ) ( 4.5 )

Net cash used in financing activities $ ( 225.0 ) $ ( 48.0 ) $ 340.8

Net cash used for financing activities $ ( 569.1 ) $ ( 225.0 ) $ ( 48.0 )

Effect of exchange rate changes on cash and cash equivalents 3.9 4.0 0.5

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The fiscal year of Lamb Weston ends the last Sunday in May.

The fiscal years for the Consolidated Financial Statements presented consist of 52- week periods.

The fiscal years for the Consolidated Financial Statements presented consist of a 53-week period for fiscal 2026 and 52-week periods for fiscal 2025 and 2024.

The financial statements include all adjustments (consisting only of normal recurring adjustments) that we consider necessary for a fair presentation of such financial statements.

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The preparation of the Consolidated Financial Statements in conformity with GAAP requires us to make certain estimates and assumptions that affect the amounts reported in our Consolidated Financial Statements and the accompanying notes.

On an ongoing basis, we evaluate our estimates, including but not limited to those related to the measurement of assets acquired and the liabilities assumed based on the fair value at the acquisition date, provisions for income taxes, estimates of sales incentives and trade promotion allowances.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.

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Amounts billed and due from customers are short-term in nature and are classified as receivables, since payments are unconditional and only the passage of time is required before payments are due.

As of May 25, 2025 and May 26, 2024 , we had $ 132.7 million and $ 104.3 million , respectively, of unbilled receivables for customized products for which we recognize revenue as performance obligations are met and record the amounts in “Receivables” on our Consolidated Balance Sheets.

As of May 31, 2026 and May 25, 2025 , we had $ 134.2 million and $ 132.7 million , respectively, of unbilled receivables for customized products for which we have recognized revenue and recorded the amounts in “Receivables” on our Consolidated Balance Sheets.

We generally do not offer financing to our customers.

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However, customers may seek to return defective or non-conforming products.

Following a customer return, we

may offer remedies, including cash refunds, credit towards future purchases, or product replacement.

Following a customer return, we may offer remedies, including cash refunds, credit towards future purchases, or product replacement.

As a result, customers’ right of return and related refund or product liabilities are estimated and recorded as reductions in revenue.

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As additional information becomes known, we may change our estimates.

At May 25, 2025 and May 26, 2024, we had $ 88.2 million and $ 90.0 million, respectively, of sales incentives and trade promotions payable recorded in “Accrued liabilities” on our Consolidated Balance Sheets.

We have elected to present all sales taxes on a net basis, account for shipping and handling activities as fulfillment activities, recognize the incremental costs of obtaining a contract as expense when incurred if the amortization period of the asset we would recognize is one year or less, and not record interest income or interest expense when the difference in timing of control or transfer and customer payment is one year or less.

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Pension and Post-Retirement Benefits

In fiscal 2026, we plan to terminate our defined benefit pension plan (the “Pension Plan”), which is now frozen for all participants.

In connection with the termination, we offered participants two options to receive their benefits, a lump-sum payout or through the purchase of group annuity contracts from a highly-rated insurance company which will irrevocably transfer the remaining balance of the Pension Plan’s obligations and related assets.

As of July 16, 2025, the Pension Plan made approximately $ 27 million of payments to eligible participants electing the lump-sum option.

As a result of the Pension Plan termination, we expect to record a pre-tax pension settlement charge of approximately $ 10 million in fiscal 2026 of which we estimate 40 % and 60 % to be cash and non-cash, respectively.

In early fiscal 2026, we contributed $ 13.5 million to the plan in connection with the Pension Plan termination.

In fiscal 2025 and 2024, we made $ 0.6 million and $ 6.1 million, respectively, of contributions to our qualified plan.

employees were covered by a defined benefit pension plan (the “Pension Plan”) which was terminated for all participants in fiscal 2026.

During fiscal 2024, the Employee Benefit Investment Committee (“EBIC”) approved a resolution to terminate the Pension Plan, and in July 2024, the Pension Plan was formally amended to approve the termination.

On July 1, 2025, the Pension Plan began paying benefits via lump-sum payments to eligible participants electing that option totaling $ 27.4 million and the Pension Plan purchased annuity contracts from an insurance company during the second and third quarters of fiscal 2026, which irrevocably transferred $ 9.9 million of the Pension Plan’s obligations and related assets to the selected insurance company.

As a result of the Pension Plan termination, we recorded a $ 14.2 million pre-tax non-cash pension settlement charge in fiscal 2026.

As part of the termination process, in fiscal 2026 we contributed $ 14.6 million to fully fund the Pension Plan for required lump-sum payments, the purchase of annuity contracts, and payment to the Pension Benefit Guaranty Corporation for participants who did not elect one of the other two options.

In fiscal 2025, we contributed $ 0.6 million.

Prior to the Pension Plan’s termination, we made pension plan contributions that were sufficient to fund our actuarial determined costs, generally equal to the minimum amounts required by the Employee Retirement Income Security Act of 1974, as amended.

We also have a nonqualified defined benefit pension plan that provides unfunded supplemental retirement benefits to certain U.S.

This plan is closed to new participants and pension benefit accruals are frozen for active participants.

employees are eligible to participate in a defined contribution savings plans with employer matching provisions.

employees are eligible to participate in a defined contribution savings plan with employer matching provisions.

Eligible employees participate in a contributory defined contribution plan (“the 401(k) Plan”), which permits participants to make contributions by salary reduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended.

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In addition, we sponsor a non-qualified deferred compensation plan for non-employee directors that allow directors to defer their cash compensation and stock awards.

Both deferred compensation plans are unfunded nonqualified defined contribution plans.

Both deferred compensation plans are unfunded non-qualified defined contribution plans.

Participant deferrals and company matching contributions (for the employee deferred compensation plan only) are not invested in separate trusts, but are paid directly from our general assets at the time benefits become due and payable.

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Cash and all highly liquid investments with an original maturity of three months or less at the date of acquisition are classified as cash and cash equivalents and stated at cost, which approximates market value.

We maintain various banking relationships with high quality financial institutions, and, from time to time, we invest available cash in money market funds that are backed by U.S.

We maintain various banking relationships with high quality financial institutions, and we invest available cash in money market funds that are backed by U.S.

Treasury securities and can be redeemed without notice.

Cash held in money market funds are treated as cash equivalents.

Trade Accounts Receivable and Allowance for Doubtful Accounts

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Construction in progress does not include deposits made on equipment, materials, and services yet to be received;

refer to Note 6, Other Assets in these Notes to Consolidated Financial Statements for more information.

Repairs and maintenance costs are expensed as incurred.

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Land improvements 1 - 20 years

Buildings 10 - 40 years

Buildings and building improvements 10 - 40 years

Machinery and equipment 5 - 20 years

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Below is a breakout between Cost of sales (“COS”) and Selling, general and administrative expenses (“SG&A”) for depreciation and total amortization for fiscal 2026, 2025, and 2024 :

For the Fiscal Years Ended May

(in millions) 2025 2024 2023

(in millions) May 31, 2026 May 25, 2025 May 26, 2024

Depreciation - COS $ 341.7 $ 323.7 $ 266.1

Depreciation - SG&A 13.7 15.0 12.1

Depreciation - Restructuring expense (a) 32.8 — —

$ 355.4 $ 338.7 $ 278.2

Amortization $ 36.4 $ 31.4 $ 19.6

___________________________________________

(a) See Note 4, Restructuring, of these Notes to Consolidated Financial Statements for additional information.

At May 31, 2026 and May 25, 2025, purchases of property, plant and equipment included in accounts payable were $ 76.5 million and $ 85.4 million, respectively.

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If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amounts, then a quantitative goodwill impairment test is not required to be performed.

The quantitative assessment requires us to estimate the fair value of our reporting units using a weighted approach based on discounted future cash flows, market multiples and transaction multiples.

For quantitative goodwill impairment tests, we determine the fair value of our reporting units using an income approach.

Under the income approach, we calculate the fair value of each reporting unit based on the present value of estimated future cash flows.

If the carrying amount of the reporting units is in excess of their estimated fair value, the reporting unit will record an impairment charge by the amount that the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

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Gains and losses resulting from the translation of Consolidated Balance Sheets are recorded as a component of “Accumulated other comprehensive income (loss).”

Foreign currency transactions resulted in losses of $ 15.2 million and $ 28.6 million in fiscal 2025 and 2024, respectively, and a gain of $ 19.7 million in fiscal 2023.

Fiscal 2023 includes a $ 25.2 million foreign currency transaction gain related to actions taken to mitigate the effect of changes in currency rates on the purchase price of our former European joint venture, Lamb-Weston/Meijer v.o.f.

These amounts were recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Earnings.

In fiscal 2024, we began entering into blue chip swap transactions in Argentina as a way to mitigate the impact of fluctuations in the currency rate of the Argentinian peso.

We recorded gains of $ 21.1 million and $ 18.0 million in fiscal 2025 and 2024, respectively.

Foreign currency transactions resulted in a gain of $ 8.2 million in fiscal 2026 and losses of $ 15.2 million and $ 28.6 million for fiscal 2025 and 2024, respectively.

These amounts were recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Earnings.

Derivative Financial Instruments

We use derivatives and other financial instruments to hedge a portion of our commodity and interest rate risks.

We use derivatives and other financial instruments to hedge a portion of our commodity, currency and interest rate risks.

We do not hold or issue derivatives and other financial instruments for trading purposes.

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If the NPNS exception is elected, the fair values of such contracts are not recognized.

Changes in commodity derivative instrument values are recognized in “Cost of sales” in our Consolidated Statements of Earnings.

We do not designate commodity derivatives to achieve hedge accounting treatment.

Changes in derivative instrument values are recognized in “Cost of sales” and “Selling, general and administrative expenses” in our Consolidated Statements of Earnings.

We do not designate commodity or interest rate derivatives to achieve hedge accounting treatment.

We recognize current tax liabilities and assets based on an estimate of taxes payable or refundable in the current year for each of the jurisdictions in which we transact business.

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New and Recently Issued Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

ASU 2023-07 requires companies to disclose incremental segment information on an annual and interim basis.

It expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

We adopted this ASU in the fourth quarter of fiscal 2025 and added disclosures in Note 13, Segments.

The disclosures were applied retrospectively and impacted all prior periods presented.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , to enhance transparency and decision usefulness of income tax disclosures, particularly around rate reconciliations and income taxes paid information.

ASU 2023-09 is effective for our Annual Report on Form 10-K for the fiscal year ending May 31, 2026, on a prospective basis, with early adoption permitted.

We adopted this guidance as of May 26, 2025, and will update disclosures within our fiscal 2026 Annual Report on Form 10-K.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) , which requires companies to provide more detailed information of certain income statement expenses within the footnotes to the financial statements.

ASU 2024-03 is effective for our fiscal 2028 Annual Report on Form 10-K, and interim periods beginning in our fiscal 2029, on a prospective basis, with early adoption permitted.

We have prospectively adopted ASU 2023-09 for our Annual Report on Form 10-K for fiscal 2026 and additional required disclosures have been included within Note 3, Income Taxes.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) , which requires disaggregated disclosure of income statement expenses in public business entities.

ASU 2024-03 is effective for our Annual Report on Form 10-K for the fiscal year ending May 28, 2028, and for our Quarterly Reports beginning fiscal year 2029, on a prospective basis, with early adoption permitted.

We are evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal - Use Software (Subtopic 350-40):

Targeted Improvements to Accounting for Internal-Use Software .

This guidance provides criteria that must be met for entities to capitalize software development costs and factors to consider if there is significant uncertainty associated with the development activities of software.

This guidance is effective for interim periods beginning in our fiscal year 2029.

Early adoption is permitted.

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) .

This ASU provides recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits.

This guidance is effective for interim periods beginning in our fiscal year 2029.

Early adoption is permitted.

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.

There were no other accounting pronouncements recently issued that had or are expected to have a material impact on our Consolidated Financial Statements.

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(a) Potential dilutive shares of common stock from employee incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options and the assumed vesting of outstanding restricted stock units and performance share awards.

As of May 25, 2025, 0.8 million shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

As of May 26, 2024, and May 28, 2023, an insignificant number of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

Pre-tax income, inclusive of equity method investment earnings, consisted of the following:

As of May 31, 2026 and May 25, 2025, we excluded 5.7 million and 0.8 million, respectively, of shares of stock-based awards from the computation of diluted earnings per share because they would be antidilutive.

As of May 26, 2024, an insignificant number of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

Pre-tax income (loss), inclusive of equity method investment earnings, consisted of the following:

For the Fiscal Years Ended May

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Total provision for taxes $ 128.1 $ 143.1 $ 230.0

A reconciliation of income tax expense using the 21% U.S.

statutory tax rate on income from operations, including equity method earnings and before income taxes, compared with the actual provision for income taxes follows:

The following table reconciles the U.S.

statutory tax rate of 21% on income before taxes, including equity method earnings, with the actual provision for income taxes:

For the Fiscal Year Ended May

(in millions) 2026

Amount ($) Percent

Provision computed at U.S.

Federal statutory rate $ 87.8 21.0 %

Domestic federal tax effects:

Tax credits ( 0.4 ) ( 0.1 ) %

Effects of cross-border tax laws ( 2.3 ) ( 0.6 ) %

Non-taxable or non-deductible items 6.2 1.5 %

Other 0.2 — %

Domestic state and local income taxes, net of federal effect (a) 7.0 1.7 %

Foreign tax effects:

Tax rate differential ( 5.9 ) ( 1.4 ) %

Non-deductible FX translation 9.9 2.4 %

Change in valuation allowance 6.8 1.6 %

Other 3.8 0.9 %

Change in valuation allowance 8.9 2.1 %

Other ( 2.9 ) ( 0.7 ) %

Netherlands ( 5.6 ) ( 1.3 ) %

Other foreign jurisdictions 2.0 0.5 %

Worldwide changes in unrecognized tax benefits 12.6 3.0 %

Effective income tax rate (b) $ 128.1 30.6 %

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(a) Oregon, Illinois, and Texas are the primary jurisdictions contributing to this category, with their state taxes accounting for more than 50 percent of the total tax effect.

(b) The effective income tax rate is calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings.

As previously disclosed for fiscal years 2025 and 2024, prior to our adoption of ASU 2023-09, the effective income tax rate differed from the statutory federal income tax rate as follows:

For the Fiscal Years Ended May

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Change in valuation allowance (b) 14.7 3.6

Consolidation of previously held equity interests (c) — — ( 43.1 )

Other ( 0.8 ) 0.1

Total income tax expense $ 143.1 $ 230.0

Effective income tax rate (b)(d) 28.6 % 24.1 % 18.2 %

Effective income tax rate (c) 28.6 % 24.1 %

_____________________________________________________

(a) We derive the effective tax rate expense or (benefit) attributed to non-U.S.

(a) We derive the effective tax rate detriment or (benefit) attributed to non-U.S.

income taxed at different rates, including the impact of permanent items.

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(b) The predominant change in the valuation allowance and effective income tax rate in fiscal 2025 is attributable to the establishment of a valuation allowance against certain international deferred tax assets and international permanent differences.

(c) In connection with the joint venture acquisitions, we recorded a $ 43.1 million rate benefit based on a $ 425.8 million non-cash gain ($ 379.5 million after-tax) related to the remeasurement of our initial equity interests to fair value.

(d) The effective income tax rate is calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings.

The effective tax rate in fiscal 2023 included the tax impact of the remeasurement of our initial 50 % equity interests in LW EMEA and our joint venture in Argentina, Lamb Weston Alimentos Modernos S.A (“LWAMSA”), and other acquisition-related items.

The fiscal 2023 tax rates were affected by mark-to-market adjustments associated with changes in natural gas and electricity derivatives as commodity markets in Europe experienced significant volatility.

Excluding these items, our effective tax rate was 21.8 % in fiscal 2023.

(c) The effective income tax rate is calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings.

Income Taxes Paid

Income taxes paid, net of refunds, were $ 149.7 million, $ 188.8 million, and $ 226.5 million in fiscal 2025, 2024, and 2023, respectively.

The details of fiscal 2026 cash payments net of refunds are set forth below:

For the Fiscal Year Ended May

(in millions) 2026

US federal $ 83.2

US state and local 7.7

Netherlands 11.0

Other foreign jurisdictions 16.9

Total foreign 27.9

Total cash taxes paid, net of refunds $ 118.8

As previously disclosed prior to our adoption of ASU 2023-09, income taxes paid net of refunds were $ 149.7 million and $ 188.8 million in fiscal 2025 and 2024 respectively.

Deferred Income Taxes

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Operating lease assets — 25.9 — 26.6

Research and development expenditures 18.4 — 21.4 —

R&D expenditures capitalization 2.3 — 18.4 —

Equity method investments — 7.2 — 5.7

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Lamb Weston also had a non-U.S.

tax credit carryforward of $ 0.6 million, which will expire by fiscal 2033, and a state business credit carryforward of $ 13.7 million, which will expire by fiscal 2039.

(b) The valuation allowance is predominantly related to non-amortizable intangibles in the United States, with a lesser portion attributable to valuation allowances against certain international deferred tax assets.

tax credit carryforward of $ 2.3 million, which will expire by fiscal 2034, a state business credit carryforward of $ 14.5 million (net of federal benefit), which will expire by fiscal 2040, and $ 1.0 million foreign tax credit.

(b) $ 48.3 million of the valuation allowance is related to non-amortizable intangible assets in the United States, and $ 35.3 million is attributable to valuation allowances against certain international deferred tax assets.

(c) Deferred tax assets of $ 2.4 million and $ 1.1 million, as of May 31, 2026 and May 25, 2025, respectively, were presented in “Other assets.” Deferred tax liabilities of $ 297.5 million and $ 253.5 million as of May 31, 2026 and May 25, 2025, respectively, were presented in “Deferred income taxes” as "Long-term liabilities" on the Consolidated Balance Sheets.

The deferred tax asset and liability net position is determined by tax jurisdiction.

The accounting standards allow companies to adopt an accounting policy to either recognize deferred taxes for global intangible low-taxed income (“GILTI”) or treat such as a tax cost in the year incurred.

The accounting standards allow companies to adopt an accounting policy to either recognize deferred taxes for global intangible low-taxed income (“GILTI”) or treat them as a tax cost in the year incurred.

We have elected to recognize the tax on GILTI as a period expense in the period the tax is incurred.

Under this policy, we have not provided deferred taxes on temporary differences that upon their reversal will affect the amount of income subject to GILTI in the period.

Under this policy, we have not provided deferred taxes on temporary differences that upon their reversal would affect the amount of income subject to GILTI in the period.

We have not established deferred income taxes on accumulated undistributed earnings and other basis differences for operations outside the U.S., as such earnings and basis differences are indefinitely reinvested.

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Uncertain Tax Positions

The aggregate changes in the gross amount of unrecognized tax benefits, excluding interest and penalties, recorded in the accompanying Balance Sheets, consisted of the following:

The aggregate changes in the gross amount of unrecognized tax benefits, excluding interest and penalties consisted of the following:

For the Fiscal Years Ended May

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Decreases from positions established during prior fiscal years ( 1.1 ) ( 1.5 ) ( 3.6 )

Increases from positions established during current and prior fiscal years (a) 16.6 29.4 26.3

Increases from positions established during current and prior fiscal years 27.5 16.6 29.4

Decreases relating to settlements with taxing authorities — ( 1.7 ) ( 0.5 )

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Major jurisdictions where we conduct business generally have statutes of limitations ranging from three to five years.

Statute of limitation expirations could reduce the uncertain tax positions by approximately $ 16 million during the next 12 months.

Although the timing of the resolutions and/or closures of audits is highly uncertain, it is reasonably possible that certain U.S.

federal, state, and non-U.S.

tax audits may be concluded within the next 12 months.

This process could increase or decrease the balance of our gross unrecognized tax benefits.

The estimated impact on income tax expense and net income is not expected to be significant.

RESTRUCTURING

On October 1, 2024, we announced a restructuring plan (the “FY25 Restructuring Plan”), which was designed to drive operational and cost efficiencies and improve cash flows.

The FY25 Restructuring Plan included the permanent closure of our manufacturing facility in Connell, Washington, the temporary curtailment of certain production lines and schedules across our manufacturing network in North America, and reductions in employee headcount, other operating expenses, and capital expenditures.

In fiscal 2025, we recorded $ 185.8 million of pre-tax charges, of the total charges, $ 137.1 million were cash and $ 48.7 million were non-cash.

(in millions) For the year ended May 25, 2025

Restructuring Plan expenses related to (a):

Accelerated depreciation, retirement of assets, and other plant charges (b) $ 55.3

Potato contract terminations (c) 59.3

Inventory write-off (c) 26.5

Employee-related costs (d) 17.5

Other restructuring charges 27.2

COST SAVINGS PROGRAM AND RESTRUCTURING

We announced a cost savings program (the “Cost Savings Program”) in July 2025 and a restructuring plan (the “Restructuring Plan”) in October 2024.

During fiscal 2026, we also undertook additional restructuring actions, including the permanent closure of certain production facilities to improve asset utilization in our International segment, and completed sales of certain non-core assets as part of our Focus to Win strategy, a strategic plan we announced in July 2025 to focus on four pillars including (1) prioritizing markets and channels, (2) strengthening customer partnerships, (3) achieving executional excellence and (4) setting the pace for industry-leading innovation.

This strategic plan includes our Cost Savings Program.

The restructuring activities undertaken in connection with our initiatives, including the Cost Savings Program and Restructuring Plan, are referred to collectively as the “Plans”.

Amounts classified as “Cost Savings Program and Restructuring expenses” on our Consolidated Statement of Earnings for fiscal 2026 primarily relate to costs associated with the Cost Savings Program, restructuring activities related to facility closures to improve asset utilization, and net gains related to certain non-core asset sales.

Expenses recorded in fiscal 2025 relate solely to the Restructuring Plan.

We expect to recognize approximately $ 20 million to $ 30 million of pre-tax charges in fiscal 2027 in connection with the Plans.

For the fifty-three weeks ended May 31, 2026, we recorded $ 111.6 million of pre-tax charges, of the total charges, $ 63.3 million were cash and $ 48.3 million were non-cash.

For the Fiscal Years Ended May

(in millions) 2026 2025

Cost Savings Program and Restructuring Plan expenses related to:

Retirement of assets and other plant charges (a) $ 53.1 $ 55.3

Potato contract terminations (b) — 59.3

Inventory write-off (b) 8.0 26.5

Employee-related costs (c) 15.8 17.5

Professional services and other 45.3 27.2

Sale of non-core assets (a) ( 10.6 ) —

$ 111.6 $ 185.8

(a) These charges were included as “unallocated corporate costs” before being reconciled in the Segment Adjusted EBITDA to Net income table in Note 13, Segments, of these Notes to the Consolidated Financial Statements.

(b) Includes charges related to accelerating depreciation of the manufacturing facility permanently closed under the FY25 Restructuring Plan, other asset retirements, and plant charges.

(c) Includes the cost of contracted raw potatoes that will not be used due to curtailed production and the write-off of inventories, including spare parts, related to the production curtailment under the FY25 Restructuring Plan.

(d) Includes employee severance and other one-time termination benefits related to the reduction in headcount under the FY25 Restructuring Plan.

The following amounts related to the FY25 Restructuring Plan are included in the Company’s Consolidated Statements of Earnings:

(in millions) For the year ended May 25, 2025

Restructuring Plan expenses included in:

___________________________________________

(a) Includes charges related to the write-off of assets at permanently closed production facilities under the Plans, impairments of certain non-core assets, and plant charges.

The gain on the sale of non-core assets was $ 1.3 million.

(b) Includes the cost of contracted raw potatoes that were not used due to curtailed production under the Restructuring Plan and the write-off of inventories, including spare parts, related to production curtailments under the Plans.

The following amounts related to the Plans are included in the Company’s Consolidated Statements of Earnings:

For the Fiscal Years Ended May

(in millions) 2026 2025

Cost Savings Program and Restructuring Plan expense included in:

Cost of sales $ 7.6 $ 75.3

Restructuring expense 100.0

Cost Savings Program and Restructuring expenses, net 104.0 100.0

Equity method investment earnings — 10.5

During fiscal 2025, we paid $ 115.6 million in FY25 Restructuring Plan expenses;

accruals remaining under the FY25 Restructuring Plan of $ 21.5 million are recorded as current liabilities within “Accounts payable” and “Accrued liabilities” in the accompanying Consolidated Balance Sheet at May 25, 2025.

The actions in connection with the FY25 Restructuring Plan were substantially complete by the end of fiscal 2025, and the majority of the remaining charges that will occur in fiscal 2026 relate to facility closure, including demolition, and employee-related costs.

Any changes to these estimates or timing will be reflected in our results of operations in future periods.

$ 111.6 $ 185.8

Accruals remaining under the Plans are recorded in current liabilities within “Accounts payable” and “Accrued liabilities” in the accompanying Consolidated Balance Sheet for the fiscal year ended May 31, 2026 and relate primarily to Professional services and other expenses.

The following is a roll-forward of accrued restructuring liabilities related to the Plans:

(in millions)

Accrued restructuring liability, May 25, 2025 $ 21.5

Additions 74.4

Payments ( 87.9 )

Accrued restructuring liability, May 31, 2026 $ 8.0

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

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(in millions) North America International Total

Balance at May 29, 2023 (a) $ 722.4 $ 318.3 $ 1,040.7

Acquisitions — 8.5 8.5

Foreign currency translation adjustments 6.4 4.3 10.7

Balance at May 27, 2024 $ 728.8 $ 331.1 $ 1,059.9

Foreign currency translation adjustments 24.4 5.9 30.3

Foreign currency translation adjustment 24.4 5.9 30.3

Balance at May 25, 2025 $ 753.2 $ 337.0 $ 1,090.2

_____________________________________________________

(a) As a result of our change in segments, effective May 29, 2023, goodwill was reassigned to the North America and International segments based on relative fair value using a market-based approach.

Before and after the reassignment of our goodwill, we completed impairment assessments and concluded there were no indications of impairment in our segments.

Please refer to Note 13, Segments, and our Current Report on Form 8-K, which we filed with the Securities and Exchange Commission on August 24, 2023 for further information regarding our segment structure.

Foreign currency translation adjustment 27.1 12.8 39.9

Balance at May 31, 2026 $ 780.3 $ 349.8 $ 1,130.1

Other identifiable intangible assets were as follows:

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Amortization Intangible

Non-amortizing intangible assets (a) n/a $ 18.0 $ — $ 18.0 n/a $ 18.0 $ — $ 18.0

Amortizing intangible assets (b) 13 140.8 ( 44.8 ) 96.0 13 123.6 ( 36.7 ) 86.9

Amortizing intangible assets (a) 12 $ 140.2 $ ( 51.5 ) $ 88.7 13 $ 140.8 $ ( 44.8 ) $ 96.0

Non-amortizing intangible assets (b) n/a 19.6 — 19.6 n/a 18.0 — 18.0

$ 159.8 $ ( 51.5 ) $ 108.3 $ 158.8 $ ( 44.8 ) $ 114.0

_____________________________________________________

(a) Non-amortizing intangible assets represent brands and trademarks.

(b) Amortizing intangible assets are primarily comprised of licensing agreements, brands, and customer relationships.

(a) Amortizing intangible assets are primarily comprised of licensing agreements, brands, and customer relationships.

Foreign intangible assets are affected by foreign currency translation.

Based on current intangibles subject to amortization, we expect intangible asset amortization expense, excluding developed technology, will be approximately $ 8.7 million in fiscal 2026, $ 8.6 million in fiscal 2027, $ 8.6 million in fiscal 2028, $ 8.5 million in fiscal 2029, and $ 7.7 million in fiscal 2030, and approximately $ 53.9 million cumulatively thereafter.

(b) Non-amortizing intangible assets represent brands, trademarks, and carbon credit purchases that are held and applied to settle environmental credit obligations within compliance periods.

As of May 31, 2026 and May 25, 2025, we held $ 1.6 million and zero , respectively, of carbon credits to be applied in future periods.

Based on current intangible assets subject to amortization, we expect intangible asset amortization expense, excluding developed technology, will be approximately:

(in millions) Amortization

Thereafter 48.3

Impairment Testing

During the annual goodwill impairment test we performed in the fourth quarter of fiscal 2026, we assessed qualitative and quantitative factors to determine whether it was more likely than not that the fair value of each reporting unit was less than its carrying value.

Based on the results of the qualitative and quantitative impairment test, we determined that it was not more likely than not that the fair value was less than the carrying value of our North America and International reporting units.

Based on the results of the qualitative assessment, we determined it was not more likely than not that the fair value was less than the carrying value of the North America reporting unit.

Based on the qualitative assessment for the International reporting unit, we could not determine that the fair value was less than the carrying value of the reporting unit, and thus performed a quantitative assessment.

After performing the quantitative assessment for the International reporting unit, we determined that it was not more likely than not that the fair value of the reporting unit was less than the carrying value, thus no impairment of the International reporting unit goodwill was realized.

Additionally, we completed our tests of our non-amortizing intangibles in the fourth quarter of fiscal 2026 and there was no indication of intangible asset impairment.

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For the Fiscal Years Ended May

(in millions) 2025 (a) 2024 (a) 2023 (b)

(in millions) 2026 2025 2024

Net sales $ 296.9 $ 336.3 $ 339.8

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Net income 15.0 30.3 51.9

(in millions) May 25, 2025 (a) May 26, 2024 (a)

(in millions) May 31, 2026 May 25, 2025

Current assets $ 93.7 $ 85.8

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Noncurrent liabilities 43.6 46.7

____________________________

(a) Reflects Lamb Weston RDO only

(b) The fiscal 2023 financial information includes the financial results for the parts of the fiscal year when LW EMEA and LWAMSA were being accounted for as unconsolidated joint ventures.

We made the following sales to and purchases from our equity method investments, primarily for finished products sold to or purchased from our joint ventures.

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As of May 31, 2026 and May 25, 2025, we had receivables included in “Receivables” on our Consolidated Balance Sheets from our equity method investments of $ 3.7 million and $ 6.2 million, respectively.

As of May 31, 2026 and May 25, 2025, we had payables included in “Accounts Payable” on our Consolidated Balance Sheets to our equity method investments of $ 23.4 million and $ 21.1 million, respectively,

ACCRUED LIABILITIES

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Dividends payable to shareholders 52.2 51.7

Taxes payable 37.3 24.8

Accrued interest 35.0 36.3

Plant accruals 33.4 23.0

Current portion of operating lease obligations 27.7 23.9

Plant utilities and accruals 23.0 23.9

Taxes payable 26.7 37.3

Derivative liabilities and payables 4.1 7.0

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Long-term debt:

Term A-1 loan facility, due June 2026 (b) (c) — — 228.8 7.240

Term A-3 loan facility, due January 2030 (b) 382.5 6.060 405.0 6.900

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Term A-5 loan facility, due September 2031 (b) 468.8 5.660 493.8 5.650

RMB loan facility, due February 2027 143.8 4.040 142.2 4.450

RMB loan facility, due February 2027 (c) — — 143.8 4.040

RMB loan facility, due August 2029 20.7 3.800 19.6 3.960

RMB loan facility, due May 2031 (c) 103.5 3.800 — —

Euro term loan facility, due May 2029 233.2 3.430 227.2 4.510

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Borrowings under these facilities bear interest at various rates.

(b) The interest rates applicable to the Term A-1, A-3, A-4, and A-5 loans do not include anticipated patronage dividends.

We have received and expect to continue receiving patronage dividends under the outstanding term loan facilities.

(c) The Term A-1 loan facility was repaid in full in connection with our entry into the Term Loan Amendment discussed below.

(b) The interest rates applicable to the Term A-3, A-4, and A-5 loans do not include anticipated patronage dividends.

We have received and expect to continue receiving patronage dividends under these term loan facilities.

The existing RMB loan facility, due February 2027 was repaid in full and terminated in connection with our subsidiary’s borrowing under the new RMB loan facility.

See “RMB Loan Facilities” below for further information.

(d) The interest rates on our lease financing obligations ranged from 2.49 % to 6.19 % at May 31, 2026 and May 25, 2025.

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The Revolving Credit Agreement contains certain covenant restrictions, a consolidated net leverage ratio and an interest coverage ratio and customary events of default.

At May 25, 2025, we had approximately $ 1,166.8 million of availability under the Revolving Credit Facility.

At May 31, 2026, we had approximately $ 1.3 billion of availability under the Revolving Credit Facility.

Term Loan Facilities

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On September 27, 2024, we amended the Term Loan Credit Agreement (the “Term Loan Amendment”) to, among other things, establish a new $ 500 million term loan facility with a maturity date of September 2031 (“Term A-5 Loan Facility”).

Borrowings under the Term A-5 Loan Facility were used to repay the Term A-1 Loan Facility in full and to pay down borrowings under our Revolving Credit Facility.

Borrowings under the Term A-5 Loan Facility were used in part to repay the Term A-1 Loan Facility in full.

Borrowings under the Term Loan Credit Agreement bear interest, before anticipated patronage dividends, at a per annum rate equal to (i) an applicable rate described in the table below plus (ii) the Adjusted Term SOFR Rate, the Base Rate or, in the case of Term A-4 and Term A-5 Loan Facilities, the Fixed Rate (each as defined in the Term Loan Credit Agreement).

The Term Loan Credit Agreement contains certain covenant restrictions, a consolidated net leverage ratio and an interest coverage ratio and customary events of default.

On January 30, 2026, we further amended the Term Loan Credit Agreement to remove adjustments to the Secured Overnight Financing Rate (“SOFR”).

RMB Loan Facilities

On February 18, 2022, our wholly owned subsidiary, Ulanqab Lamb Weston Food Co., Ltd., entered into a facility agreement providing for a RMB 1,079.0 million ($ 150.3 million based on prevailing exchange rates on May 25, 2025) term loan facility (the “RMB Loan Facility”).

The RMB Loan Facility matures on February 25, 2027.

On February 18, 2022, our wholly owned subsidiary, Ulanqab Lamb Weston Food Co., Ltd.

(“Ulanqab”), entered into a facility agreement providing for a RMB ¥ 1,079.0 million (approximately $ 159 million based on prevailing exchange rates on May 31, 2026) term loan facility (the “RMB 2022 Loan Facility”), maturing on February 25, 2027.

The RMB 2022 Loan Facility contained covenants that are standard for credit facilities originated in the People’s Republic of China.

Payment obligations under the RMB 2022 Loan Facility were unconditionally guaranteed by Lamb Weston.

As described below, the RMB 2022 Loan Facility was repaid in full and terminated in May 2026.

On August 22, 2024, Ulanqab entered into a facility agreement providing for a RMB ¥ 200 million (approximately $ 30 million based on prevailing exchange rates on May 31, 2026) term loan facility (the “RMB 2024 Loan Facility”).

The RMB 2024 Loan Facility matures on August 28, 2029.

The RMB 2024 Loan Facility contains covenants that are standard for credit facilities originated in the People’s Republic of China.

Payment obligations under the RMB 2024 Loan Facility are unconditionally guaranteed by Lamb Weston.

On August 22, 2024, Ulanqab Lamb Weston Food Co., Ltd., entered into a facility agreement providing for a RMB 200 million ($ 27.9 million based on prevailing exchange rates on May 25, 2025) term loan facility (the “RMB 2024 Loan Facility”).

The RMB 2024 Loan Facility matures on August 28, 2029.

On May 19, 2026, Ulanqab entered into a facility agreement providing for a RMB ¥ 700 million (approximately $ 103 million based on prevailing exchange rates on May 31, 2026) term loan facility (the “RMB 2026 Loan Facility”).

The RMB 2026 Loan Facility matures on May 22, 2031.

The RMB 2026 Loan Facility contains covenants that are standard for credit facilities originated in the People’s Republic of China.

Payment obligations under the RMB 2026 Loan Facility are unconditionally guaranteed by Lamb Weston.

Borrowings under the RMB 2026 Loan Facility were used to repay the outstanding amounts under the RMB 2022 Loan Facility, which was then terminated.

4.875 % Senior Notes due 2028

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Other Credit Facilities

At May 25, 2025 and May 26, 2024, two of our subsidiaries had $ 50.1 million and $ 58.3 million, respectively, of availability under their respective line of credit facilities with financial institutions, with borrowings outstanding of $ 37.6 million and $ 35.0 million, respectively.

At May 31, 2026 and May 25, 2025, one of our subsidiaries had $ 53.2 million and $ 50.1 million, respectively, of availability under its two different line of credit facilities with financial institutions, and another one of our subsidiaries had short-term borrowings outstanding of $ 33.7 million and $ 37.6 million, respectively.

We guarantee the full amount of one of our subsidiaries’ obligations to the financial institutions up to the maximum amount of borrowings under the credit facility.

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0.125 - 0.750 %

Term A-1 loan facility (b) N/A 1.850 - 2.600 %

0.850 - 1.600 %

Term A-3 loan facility N/A 2.000 - 2.750 %

1.000 - 1.750 %

Term A-4 loan facility (c) 1.850 - 2.850 %

Term A-4 loan facility (b) 1.850 - 2.850 %

1.850 - 2.850 %

0.850 - 1.850 %

Term A-5 loan facility (d) 1.850 - 2.850 %

Term A-5 loan facility (c) 1.850 - 2.850 %

1.850 - 2.850 %

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dollars or non-U.S.

(b) The Term A-1 Loan Facility was repaid in full in connection with our entry into the Term Loan Amendment.

(b) The Term A-4 Loan Facility is considered fixed-rate debt.

Under the terms of the facility, on May 1, 2028, we may make an election to treat the remaining year of the term loan as a fixed or variable rate loan.

The election can be made for a period that is less than twelve months, which would then initiate a separate election at the end of the period.

(d) The Term A-5 Loan Facility is considered fixed-rate debt.

Under the terms of the facility, on October 1, 2026, we may make an election to treat the term loan as a fixed or variable rate loan.

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Reference Rate-Based Loans PRC Prime Rate-Based Loans

RMB loan facility, due February 2027 N/A Prime + 0.300 %

RMB loan facility, due February 2027 (a) N/A Prime + 0.300 %

RMB loan facility, due August 2029 N/A Prime + 0.300 %

RMB loan facility, due May 2031 N/A Prime + 0.300 %

Euro term loan facility, due May 2029 1.125 - 1.750 %

_____________________________________________________

(a) The RMB loan facility due February 2027 was repaid in full in connection with our entry into the RMB loan facility due May 2031.

Debt Maturities

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(in millions) 2026 2025 2024

Operating lease costs $ 36.2 $ 38.5 $ 35.8

Operating lease costs (b) $ 40.4 $ 36.2 $ 38.5

Short-term and variable lease costs 14.9 13.5 15.6

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Interest on finance lease obligations is included in “Interest expense, net,” in our Consolidated Statements of Earnings.

(b) Operating lease costs include farm lease expense and raw storage expense that are capitalized to inventory and subsequently expensed as part of our cost of sales calculations on a periodic basis.

Operating and finance leases, with initial terms greater than one year, were as follows:

(in millions, except for lease term and discount rate amounts) Classification May 25, 2025 May 26, 2024

(in millions) Classification May 31, 2026 May 25, 2025

Operating lease assets Operating lease assets $ 111.6 $ 113.2

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The maturities of our lease obligations for operating and finance leases at May 31, 2026 for the next five fiscal years and thereafter are as follows:

(in millions) Operating

(in millions, except for lease term and discount rate amounts) Operating

Leases Finance

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The Committee, in its discretion, authorizes grants of restricted stock units (“RSUs”), performance share awards payable upon the attainment of specified performance goals (“Performance Shares”), dividend equivalents, and other stock-based awards.

At May 25, 2025, we had 10.0 million shares authorized for issuance under the Stock Plan, and 5.5 million were available for future grants.

At May 31, 2026, we had 10.0 million shares authorized for issuance under the Stock Plan, and 2.0 million shares were available for future grants.

On February 2, 2026, the Committee adopted the Lamb Weston Holdings, Inc.

2026 Inducement Stock Plan (the “Inducement Plan”), pursuant to which the Committee may grant RSUs, Performance Shares, stock options, dividend equivalents and other stock-based awards to individuals who were not previously employees of the Company, or who are returning to employment following a bona fide period of non-employment with the Company, as an inducement material to such persons entering into employment with the Company.

At May 31, 2026, we had 2,000,000 shares authorized for issuance under the Inducement Plan, and 0.5 million shares were available for future grants.

On July 13, 2026, the Committee amended the plan to reduce the shares authorized for issuance under the plan to 1,538,000 shares of our common stock.

RSUs and Performance Shares

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Compensation expense is recognized over the period the employee or non-employee director provides service in exchange for the award.

In connection with two key employees’ respective employment with Lamb Weston, we provide a match of RSUs on their purchases of Lamb Weston common stock.

One agreement provides a one-for-one share match of RSUs, which vest three years after the grant date, up to 300,000 shares, and the other agreement provides a dollar-for-dollar match of RSUs, which vest over a three-year period following the grant date, up to $ 1,000,000 .

As of May 31, 2026, we matched 300,000 shares and $ 0.6 million.

Performance Shares are granted to certain executives and other key employees with vesting contingent upon meeting various Company-wide performance goals.

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The value of these Performance Shares is adjusted based upon the market price of our common stock and the anticipated attainment of Company-wide performance goals at the end of each reporting period and amortized as compensation expense over the service period.

We have also granted Performance Shares with vesting contingent upon relative total shareholder return goals, and, under special circumstances, stock price growth goals.

Awards actually earned range from 0 % to 200 %, in the case of awards contingent on total shareholder return goals, or 0 % to 300 %, in the case of awards contingent on stock price growth goals, of the targeted number of Performance Shares.

We have also granted Performance Shares with vesting contingent upon relative total shareholder return and return on invested capital goals.

Awards actually earned range from 0 % to 200 % of the targeted number of Performance Shares.

These Performance Shares are equity-settled awards that vest over a three-year service period following the grant date, and the number of units that actually vest is determined based on the achievement of the performance criteria set forth in the respective award agreement.

The awards are measured based on estimated fair value as of the date of grant determined using a Monte Carlo simulation, and are amortized over the service period.

The weighted average Monte Carlo assumptions for Performance Shares granted during the fiscal year ended May 25, 2025 were:

The Monte Carlo assumptions for Performance Shares granted during the fiscal year ended May 31, 2026 were:

Expected volatility of stock (%) 40.45 % - 50.63 %

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(a) Granted represents new grants and dividend equivalents accrued.

Dividend equivalents are only paid on RSUs and Performance Shares that ultimately vest.

(b) The aggregate fair value of awards that vested in fiscal 2026, 2025, and 2024 was $ 28.3 million, $ 37.7 million, and $ 44.3 million, respectively, which represents the market value of our common stock on the date that the RSUs and Performance Shares vested.

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Stock Options

Under some circumstances, we have granted options to employees and non-employee directors to purchase shares of our common stock at exercise prices equal to the fair market value of the underlying common stock on the grant date.

Options granted to employees generally become exercisable in three annual installments beginning on the first anniversary of the grant date and have a maximum term of seven years .

Options granted to non-employee directors generally vest one year after the grant date and have a term of ten years .

During the fiscal year ended May 25, 2025 , we granted an immaterial amount of stock options.

We have granted stock options to employees and non-employee directors to purchase shares of our common stock at exercise prices equal to the fair market value of the underlying common stock on the grant date.

Stock options granted to employees generally become exercisable in three annual installments beginning on the first anniversary of the grant date and have a maximum term of seven years .

Stock options granted to non-employee directors generally vest one year after the grant date and have a term of ten years .

In fiscal 2026, we also granted above-market priced stock options to certain of our executive offices.

These stock options have exercise prices above the fair market value of the underlying common stock on the date of grant, become exercisable three years after the date of grant and have a term of five years .

During the fiscal year ended May 31, 2026, we granted 4.2 million stock options at a weighted-average grant date fair value of $ 11.45 .

The following table provides the related assumptions used in the Black-Scholes model used to determine the fair value of stock options granted during the fiscal year ended May 31, 2026:

Dividend yield (%) 2.38 % - 3.60 %

Expected volatility of stock (%) 40.65 % - 42.62 %

Risk-free interest rate (%) 3.65 % - 4.06 %

Expected life (years) 4.00 - 6.36

The following table summarizes stock option activity for fiscal 2026:

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_____________________________________________________

(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 2025, or $ 50.56 as of May 23, 2025, 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 fiscal year.

(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 2026, or $ 43.18 as of May 29, 2026, and the exercise price, multiplied by the number of in-the-money stock options) that would have been received by the option holders had all option holders exercised their in-the-money stock options at the end of the fiscal year.

The amount changes based on the fair market value of our common stock.

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Based on estimates at May 31, 2026, total unrecognized compensation expense related to stock-based awards was as follows:

(in millions, except data in years) Unrecognized

Expense Remaining

Period (in years)

(in millions, except data in years) Unrecognized Compensation Expense Remaining Weighted Average

Recognition Period (in years)

Stock-settled RSUs $ 59.4 1.7

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(Liabilities)

Pension plan assets $ 23.4 $ — $ — $ 23.4

Derivative assets (a) — 25.3 — 25.3

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(Liabilities)

Pension plan assets $ 22.9 $ 0.1 $ — $ 23.0

Pension plan assets (c) $ 23.4 $ — $ — $ 23.4

Derivative assets (a) — 10.2 — 10.2

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Deferred compensation liabilities are primarily presented within “Other noncurrent liabilities” on our Consolidated Balance Sheets.

See “ Pension and Post-Retirement Benefits ” section of Note 1 for further discussion of the impact of our Pension Plan termination.

The fair values of cash equivalents, receivables, accounts payable and short-term debt approximate their carrying amounts due to their short duration.

Non-financial assets such as property, plant and equipment, and intangible assets are recorded at fair value only if an impairment is recognized.

Cost and equity investments are measured at fair value on a non-recurring basis.

At May 25, 2025, we had $ 2,976.6 million of fixed-rate and $ 1,166.4 million of variable-rate debt outstanding.

Equity investments are measured at fair value on a non-recurring basis.

At May 31, 2026, we had approximately $ 2,935 million of fixed-rate and approximately $ 989 million of variable-rate debt outstanding.

Based on current market rates, the fair value of our fixed-rate debt at May 31, 2026 was estimated to be $ 2,846 million.

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Share Repurchase Program

On December 19, 2024, we announced that our Board increased our share repurchase authorization $ 250 million to an aggregate amount of $ 750 million.

The program has no expiration date.

During fiscal 2025, we purchased an aggregate of 4,867,449 shares for $ 282.0 million, or a weighted-average price of $ 57.94 per share.

As of May 25, 2025, approximately $ 358 million remained authorized for share repurchases under the program.

Our Board has authorized a program, with no expiration date, to repurchase up to $ 750 million of our common stock.

Repurchases under this share repurchase program may be made at our discretion from time to time on the open market, subject to applicable laws, including pursuant to a repurchase plan administered in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, or through privately negotiated transactions or accelerated share repurchases or other structured transactions.

The following table summarizes common stock share repurchases for fiscal 2026.

Fifty-Three Weeks Ended

(in millions, except share and per share data) May 31, 2026

Common stock shares repurchased 2,344,468

Weighted average price per share $ 48.28

Total cost $ 113.2

Share repurchase plan, remaining authorized $ 245

During fiscal 2026, 2025, and 2024, we paid $ 207.5 million, $ 206.9 million , and $ 174.0 million, respectively, of cash dividends to common stockholders.

On May 30, 2025, we paid $ 51.7 million of dividends to stockholders of record as of the close of business on May 2, 2025.

On June 5, 2026, we paid $ 52.2 million of dividends to stockholders of record as of the close of business on May 8, 2026.

On July 23, 2026, our Board declared a cash dividend of $ 0.38 per share of common stock.

This dividend will be paid on August 29, 2025, to stockholders of record as of the close of business on August 1, 2025.

This dividend will be paid on September 4, 2026, to stockholders of record as of the close of business on August 7, 2026.

Accumulated Other Comprehensive Income (Loss) (“AOCI”)

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Changes in AOCI, net of tax, as of May 31, 2026, were as follows:

(in millions) Foreign

Losses Pension and

(in millions) Foreign Currency

Gains Pension and

Post-Retirement

Benefits Other Accumulated

Comprehensive

Income (Loss)

Benefits Other Accumulated Other Comprehensive Income

Balance as of May 25, 2025 $ 58.9 $ ( 4.6 ) $ 0.2 $ 54.5

Other comprehensive income (loss) before reclassifications, net of tax 72.1 5.4 ( 0.2 ) 77.3

Net current-period other comprehensive income (loss) 67.1 0.7 ( 0.4 ) 67.4

Balance as of May 31, 2026 $ 131.0 $ 0.8 $ — $ 131.8

We manage operations in two business segments, North America and International.

We manage operations in two geographical business segments, North America and International.

As a result of how we manage the business, we have two operating segments, each of which is a reportable segment:

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These reportable segments are each managed by a general manager and supported by a cross functional team assigned to support the segment.

Our president and chief executive officer is our chief operating decision maker (the “CODM”).

The CODM assesses the performance of our reportable segments and decides how to allocate resources based on segment adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”).

The adjustments to EBITDA include unrealized mark-to-market derivative gains and losses (which are a component of both cost of sales and selling, general and administrative expenses), foreign currency exchange gains and losses (which are a component of selling, general and administrative expenses), blue chip swap transaction gains (which are a component of selling, general and administrative expenses), and other items impacting comparability (which are a component of both cost of sales and selling, general and administrative expenses) that are described below (“Segment Adjusted EBITDA”).

Our chief operating decision maker group (the “CODM group”) is made up of our executive chair and president and chief executive officer.

The CODM group receives periodic management reports under our segment structure.

The Company measures profit or loss for each reportable segment using segment adjusted earnings before interest, taxes, depreciation, amortization, unrealized mark-to-market derivative gains and losses (which are a component of both cost of goods sold and selling, general and administrative expenses), foreign currency exchange gains and losses (which are a component of selling, general and administrative expenses), blue chip swap transaction gains (which are a component of selling, general and administrative expenses), stock-based compensation expense (which is a component of selling, general and administrative expense), and comparability items (which are a component of both cost of goods sold and selling, general and administrative expenses) (“Segment Adjusted EBITDA”).

Segment Adjusted EBITDA, along with volume and net sales, informs operating decisions, performance assessment, and resource allocation decisions at the segment level.

Our CODM uses volume, net sales, and Segment Adjusted EBITDA in the annual operating plan and forecasting process and considers actual versus plan variances in assessing the performance of each segment.

Total asset information by segment is not regularly provided to our CODM or utilized for purposes of assessing performance or allocating resources by segment and, as a result, such information has not been presented below.

The following tables illustrate reportable segment net sales and Segment Adjusted EBITDA for fiscal years 2025, 2024, and 2023.

The tables also reconcile these amounts to net income for each fiscal year.

For the Fiscal Year Ended May 25, 2025

The CODM group uses volume, net sales, and Segment Adjusted EBITDA in the annual operating plan and forecasting process and considers actual versus plan variances in assessing the performance of each segment.

Total asset information by segment is not regularly provided to the CODM group or utilized for purposes of assessing performance or allocating resources by segment and, as a result, such information has not been presented below.

Lamb Weston’s net sales and Segment Adjusted EBITDA are as follows:

For the year ended May 31, 2026

(in millions) North America International Total

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Foreign currency exchange losses ( 8.2 )

Blue chip swap gains (e) ( 21.1 )

Stock based compensation 46.2

Items impacting comparability:

Restructuring Plan and other expenses (f) 185.8

Shareholder activism expense (g) 5.2

Cost Savings Program, Restructuring Plan, and other expenses (e) 111.6

Shareholder activism expense (f) 4.0

Pension termination (g) 14.2

Interest expense, net 180.5

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(a) Other segment items include cost of sales, selling, general, and administrative expenses, and equity method investment income or loss for each segment.

(b) Segment Adjusted EBITDA for fiscal 2025 included the following:

Net income associated with our equity method investments.

(a) Other segment items include cost of goods sold, selling, general, and administrative expenses, and equity method investment income or loss for each segment.

(b) Segment Adjusted EBITDA for fiscal 2026 included net income associated with our equity method investments.

Refer to Note 6, “Other Assets,” in these Notes to Consolidated Financial Statements of this Form 10-K.

An estimated $ 31 million loss related to the voluntary product withdrawal that was initiated in the fourth quarter of fiscal 2024.

The total charge to reporting segments was approximately $ 19 million to the North America segment and approximately $ 12 million to the International segment.

(c) Unallocated corporate costs include costs related to corporate support staff and support services, which include, but are not limited to, our administrative, information technology, human resources, finance, and accounting functions that are not specifically allocated to the segments.

In the table, unallocated costs exclude unrealized mark-to-market derivative gains and losses, foreign currency exchange gains and losses, gains from blue chip swap transactions in Argentina, and items impacting comparability.

These items are added back to reconcile Segment Adjusted EBITDA to net income.

(d) Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization from equity method investments of $ 8.8 million for the fiscal year ended May 31, 2026.

(e) We enter into blue chip swap transactions to transfer U.S.

dollars into Argentina primarily related to funding some of our capacity expansion in Argentina.

The blue chip swap rate can diverge significantly from Argentina’s official exchange rate.

(f) Restructuring plan and other expenses relate to the FY25 Restructuring Plan and includes $ 32.8 million of accelerated depreciation related to the closure of our manufacturing facility in Connell, Washington .

See Note 4, Restructuring, of these Notes to Consolidated Financial Statements for additional information.

(g) Represents advisory fees related to shareholder activism matters.

For the Fiscal Year Ended May 26, 2024

(e) Cost Savings Program, Restructuring Plan, and other expenses relate to costs incurred under the Plans.

See Note 4, Cost Savings Program and Restructuring of these Notes to Consolidated Financial Statements for additional information.

(f) Represents advisory fees related to shareholder activism matters.

(g) The Pension settlement charge was to fully fund the Company’s defined benefit pension plan, enabling lump sum payments to participants and transferring the remaining obligations and related plan assets to an insurer through a group annuity contract.

For the year ended May 25, 2025

(in millions) North America International Total

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Blue chip swap gains (e) ( 21.1 )

Stock based compensation 39.5

Items impacting comparability:

Inventory step-up from acquisition 20.7

Integration and acquisition-related items, net 12.8

Cost Savings Program, Restructuring Plan, and other expenses (f) 185.8

Shareholder activism expense (g) 5.2

Interest expense, net 180.0

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(a) Other segment items include cost of sales, selling, general, and administrative expenses, and equity method investment income or loss for each segment

(a) Other segment items include cost of goods sold, selling, general, and administrative expenses, and equity method investment income or loss for each segment

(b) Segment Adjusted EBITDA for fiscal 2025 included the following:

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These items are added back to reconcile Segment Adjusted EBITDA to net income.

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The blue chip swap rate can diverge significantly from Argentina’s official exchange rate.

For the Fiscal Year Ended May 28, 2023 (a)

(f) Cost Savings Program, Restructuring Plan, and other expenses relate to costs incurred under the Plans.

See Note 4, Cost Savings Program and Restructuring of these Notes to Consolidated Financial Statements for additional information.

(g) Represents advisory fees related to shareholder activism matters.

For the year ended May 26, 2024

(in millions) North America International (a) Total

Net sales $ 4,363.2 $ 2,104.4 $ 6,467.6

Other segment items (b) 3,087.1 870.2 3,957.3

Segment Adjusted EBITDA (c) $ 1,162.3 $ 231.0 $ 1,393.3

Unallocated corporate costs (d) ( 143.9 )

Depreciation and amortization (e) 247.4

Other segment items (a) 3,090.8 1,767.8 4,858.6

Segment Adjusted EBITDA (b) $ 1,272.4 $ 336.6 $ 1,609.0

Unallocated corporate costs (c) ( 145.5 )

Depreciation and amortization (d) 306.2

Unrealized derivative losses ( 24.9 )

Unconsolidated joint venture unrealized derivative losses 32.7

Foreign currency exchange losses 28.6

Blue chip swap gains (e) ( 18.0 )

Stock based compensation 46.8

Items impacting comparability:

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Integration and acquisition-related items, net 12.8

Gain on acquisition of interest in joint ventures (f) ( 425.8 )

Interest expense, net 135.8

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(a) We acquired the remaining equity interest in LW EMEA in the fourth quarter of fiscal 2023.

Accordingly, LW EMEA’s net sales and adjusted EBITDA for the thirteen weeks ended May 28, 2023 are reported in the International segment, whereas in the first three quarters of fiscal 2023, our initial 50 % equity interest in LW EMEA was recorded using equity method accounting.

As a result, LW EMEA’s net sales are not included in the International segment’s net sales for the first three quarters of the fifty-two weeks ended May 28, 2023, and only 50 % of LW EMEA’s adjusted EBITDA is reported in the International segment for those periods.

(b) Other segment items include cost of sales, selling, general, and administrative expenses, and equity method investment income or loss for each segment

(a) Other segment items include cost of goods sold, selling, general, and administrative expenses, and equity method investment income or loss for each segment

(b) Segment Adjusted EBITDA for fiscal 2024 included the following:

Net income associated with our equity method investments.

Refer to Note 6, “Other Assets,” in these Notes to Consolidated Financial Statements of this Form 10-K.

(d) Unallocated corporate costs include costs related to corporate support staff and support services, which include, but are not limited to, our administrative, information technology, human resources, finance, and accounting functions that are not specifically allocated to the segments.

In the table, unallocated costs exclude unrealized derivative gains and losses, foreign currency exchange gains and losses, blue chip swap transaction gains, and items impacting comparability.

An estimated $ 40 million loss related to the voluntary product withdrawal that was initiated in the fourth quarter of fiscal 2024.

The total charge to reporting segments was approximately $ 19 million to the North America segment and approximately $ 21 million to the International segment.

These items are added back to reconcile Segment Adjusted EBITDA to net income.

Unallocated corporate costs included only thirteen weeks associated with the acquisition of LW EMEA.

For the first three quarters of fiscal 2023, our portion of LW EMEA’s unallocated corporate costs were included in “Equity method investment earnings” in the Consolidated Statements of Earnings in the International segment.

(e) Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization from equity method investments of $ 29.1 million for the fiscal year ended May 28, 2023.

(f) The fiscal year ended May 28, 2023 included a $ 425.8 million ($ 379.5 million after-tax) gain recognized in connection with our purchase of an additional 50 % equity interest in LW EMEA, increasing our equity ownership from 50 % to 100 %, and our purchase of an additional 40 % equity interest in LWAMSA, increasing our equity ownership from 50 % to 90 %.

The gains related to remeasuring our initial equity interests in LW EMEA and LWAMSA to fair value.

(d) Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization from equity method investments of $ 8.3 million for the fiscal year ended May 26, 2024.

(e) We enter into blue chip swap transactions to transfer U.S.

dollars into Argentina primarily related to funding our capacity expansion in Argentina.

The blue chip swap rate can diverge significantly from Argentina’s official exchange rate.

Assets by Segment

The manufacturing assets of Lamb Weston are shared across both 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.

Concentrations

Lamb Weston’s largest customer, McDonald’s Corporation, accounted for approximately 15 %, 15 %, and 14 % of our consolidated net sales in fiscal 2026, 2025, and 2024, respectively.

Information by Geographic Area

Other Information

Sales are classified as domestic or foreign based on the address to which the product is shipped.

No individual foreign country is material to the consolidated results.

For the Fiscal Years Ended May

Fiscal Year Ended

(in millions) 2026 2025 2024

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as of May 31, 2026.

Long-lived assets include property, plant, and equipment, net, operating lease assets, and capitalized software costs.

(in millions) May 25, 2025 May 26, 2024

Long-lived assets exclude goodwill, intangible assets, equity method investments, deferred tax assets, deposits, and other asset balances not considered long-lived.

Fiscal Year Ended

(in millions) 2026 2025

Long-lived assets

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Total long-lived assets $ 3,977.4 $ 4,009.8

On June 4, 2026 the Company announced the closure of our Broekhuizenvorst, The Netherlands plant.

Refer to Note 15, “Subsequent Events,” in these Notes to Consolidated Financial Statements of this Form 10-K for more information.

At May 31, 2026, we had approximately 10,000 employees, of which approximately 3,000 of these employees work outside of the U.S.

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The lawsuits were consolidated in November 2024.

The amended consolidated complaint alleges the defendants made misrepresentations and omissions regarding the design and implementation of our enterprise resource planning system and the Company’s pricing practices.

The complaint asserts claims on behalf of a proposed class of purchasers of the Company’s common stock between July 25, 2023 and December 19, 2024.

On April 25, 2025, defendants filed a motion to dismiss.

Briefing is ongoing and no hearing date has been set.

On May 12, 2026, the court granted the motion in part and denied it in part.

The court dismissed claims related to certain ERP-related statements and in turn shortened the potential class period.

The court also dismissed all claims related to the Company’s pricing practices.

The plaintiffs filed a second amended complaint on June 11, 2026.

Defendants’ response to the second amended complaint is due August 10, 2026.

In June 2025, a purported Company stockholder filed a verified stockholder derivative complaint (nominally on behalf of the Company) against certain of our current and former directors and officers, alleging violations of the federal securities laws and breach of fiduciary duty stemming from the same or similar purported misrepresentations and omissions regarding the design and implementation of our enterprise resource planning system as the putative class actions.

In June 2026, a similar stockholder derivative complaint was filed by another purported Company stockholder.

The derivative lawsuits have been consolidated for all pre-trial proceedings and trial and stayed pending resolution of the motion to dismiss the second amended complaint in the securities class action.

We believe the lawsuits lack merit and intend to vigorously defend against the allegations.

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Additional class action complaints were later filed in the same court, based on similar allegations, bringing antitrust claims on behalf of putative classes of direct purchasers, commercial and institutional indirect purchasers, and end-consumer indirect purchasers.

Some complaints name a data provider and a trade association as defendants, in addition to producers of frozen potato products.

The complaints allege, among other things, that beginning at least as early as January 1, 2021, the defendants conspired to raise the price of frozen potato products above competitive levels in violation of U.S.

Some complaints named additional defendants.

The complaints were ordered to be consolidated and amended.

On October 6, 2025, plaintiffs filed three consolidated complaints on behalf of their putative classes, asserting amended claims against the Company, certain of our subsidiaries, other producers of frozen potato products, and a data provider.

The consolidated complaints allege, among other things, that beginning at least as early as January 1, 2021, the defendants conspired to raise the price of frozen potato products above competitive levels in violation of U.S.

antitrust laws by coordinating prices of frozen potato products and imposing lockstep price increases, allegedly facilitated by the exchange of non-public information about prices and production.

The complaints on behalf of the putative classes of indirect purchasers also assert claims under various state laws, including state antitrust laws, unfair competition laws, consumer protection statutes, and common law unjust enrichment.

The relief sought in the complaints includes treble damages, injunctive relief, pre- and post-judgment interest, costs and attorneys’ fees.

The complaints for each putative class have been ordered to be consolidated and amended.

The complaints on behalf of the putative classes of indirect purchasers also assert claims under various state laws, including state antitrust laws, unfair competition laws, and consumer protection statutes.

The relief sought in the complaints includes treble damages, injunctive relief, equitable monetary relief, pre- and post-judgment interest, costs and attorneys’ fees.

On December 5, 2025, defendants filed a motion to dismiss.

Briefing is complete and the motion remains pending.

Class actions based on similar allegations have also been filed in Canada, in the Supreme Court of British Columbia and the Superior Court of Quebec.

On December 15, 2025, the Superior Court of Quebec terminated the Quebec action due to lack of service.

We believe these complaints lack merit and intend to vigorously defend against the allegations.

Given the preliminary stage of the proceedings, we are currently unable to predict the outcome of this matter or estimate the range of potential loss, if any, that may result.

We are currently unable to predict the outcome of this matter or estimate the range of potential loss, if any, that may result.

We are also a party to various other legal actions arising in the ordinary course of our business.

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While any claim, proceeding or litigation has an element of uncertainty, we believe the outcome of any of these that are pending or threatened will not have a material adverse effect on our financial condition, results of operations, or cash flows.

SUBSEQUENT EVENTS

On June 1, 2026, our Board committed to a plan to close our manufacturing facility in Broekhuizenvorst, The Netherlands.

The contemplated closure is intended to improve operational efficiency and better align our global manufacturing footprint with customer needs.

In connection with the planned facility closure, we expect to incur total pre-tax charges of approximately $ 80 million to $ 110 million, substantially all of which are expected to be recognized in our fiscal year ending May 30, 2027.

We estimate at least 20 % of these charges will result in future cash expenditures.

The charges primarily relate to the write-down of long-lived assets and inventory, employee severance and other one-time termination benefits, and other related costs.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data