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DISCONTINUED OPERATIONS AND OTHER DIVESTITURES | 9 Months Ended
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Feb. 26, 2017
Discontinued Operations and Disposal Groups [Abstract] |
DISCONTINUED OPERATIONS AND OTHER DIVESTITURES | DISCONTINUED OPERATIONS AND OTHER DIVESTITURES Lamb Weston Spinoff On November 9, 2016, we completed the Spinoff of our Lamb Weston business. As of such date, we did not beneficially own any equity interest in Lamb Weston and no longer consolidated Lamb Weston into our financial results. We reflected the results of this business as discontinued operations for all periods presented. The assets and liabilities of the Lamb Weston business have been reclassified as assets and liabilities of discontinued operations within our Condensed Consolidated Balance Sheets for the period presented prior to the Spinoff. The summary comparative financial results of the Lamb Weston business through the date of the Spinoff, included within discontinued operations, were as follows:
| Thirteen weeks ended |  | Thirty-nine weeks ended
| February 26, 2017 |  | February 28, 2016 |  | February 26, 2017 |  | February 28, 2016
Net sales | $ | — |  |  | $ | 723.8 |  |  | $ | 1,407.9 |  |  | $ | 2,200.9 |
Income (loss) from discontinued operations before income taxes and equity method investment earnings | $ | (0.8 | ) |  | $ | 137.5 |  |  | $ | 174.3 |  |  | $ | 353.0 |
Income (loss) before income taxes and equity method investment earnings | (0.8 | ) |  | 137.5 |  |  | 174.3 |  |  | 353.0 |
Income tax expense (benefit) | (0.6 | ) |  | 57.3 |  |  | 88.0 |  |  | 133.3 |
Equity method investment earnings | — |  |  | 36.1 |  |  | 15.9 |  |  | 56.3 |
Income (loss) from discontinued operations, net of tax | (0.2 | ) |  | 116.3 |  |  | 102.2 |  |  | 276.0 |
Less: Net income attributable to noncontrolling interests | — |  |  | 1.3 |  |  | 6.8 |  |  | 6.5 |
Net income (loss) from discontinued operations attributable to Conagra Brands, Inc. | $ | (0.2 | ) |  | $ | 115.0 |  |  | $ | 95.4 |  |  | $ | 269.5 |
For the third quarter and first three quarters of fiscal 2017, we incurred $0.8 million and $72.8 million, respectively, of expenses in connection with the Spinoff primarily related to professional fees and contract services associated with preparation of regulatory filings and separation activities. These expenses are reflected in income from discontinued operations. The assets and liabilities classified as assets and liabilities of discontinued operations in our Condensed Consolidated Balance Sheets related to the Lamb Weston business were as follows:
| May 29, 2016
Cash and cash equivalents | $ | 36.4 |
Receivables, less allowance for doubtful accounts of $0.5 | 186.5 |
Inventories | 498.9 |
Prepaid expenses and other current assets | 57.9 |
Total current assets of discontinued operations | $ | 779.7 |
Property, plant and equipment, net | $ | 1,004.1 |
Goodwill | 133.9 |
Brands, trademarks and other intangibles, net | 39.6 |
Other assets | 161.7 |
Total noncurrent assets of discontinued operations | $ | 1,339.3 |
Notes payable | $ | 24.9 |
Current installments of long-term debt | 12.0 |
Accounts payable | 238.7 |
Accrued payroll | 50.3 |
Other accrued liabilities | 83.3 |
Total current liabilities of discontinued operations | $ | 409.2 |
Senior long-term debt, excluding current installments | $ | 36.4 |
Other noncurrent liabilities | 268.4 |
Total noncurrent liabilities of discontinued operations | $ | 304.8 |
In connection with the Spinoff, total assets of $2.28 billion and total liabilities of $2.98 billion (including debt of $2.46 billion) were transferred to Lamb Weston. As part of the consideration for the Spinoff, the Company received a cash payment from Lamb Weston in the amount of $823.5 million. See Note 5 for discussion of the debt-for-debt exchange related to the Spinoff. Private Brands Operations On February 1, 2016, pursuant to the Stock Purchase Agreement, dated as of November 1, 2015, we completed the disposition of our Private Brands operations to TreeHouse Foods, Inc. for $2.6 billion in cash on a debt-free basis. As a result of the disposition, we recognized a pre-tax charge of $22.5 million ($22.1 million after-tax) and $1.92 billion ($1.44 billion after-tax) in the third quarter and first three quarters of fiscal 2016, respectively, to write-down the goodwill and long-lived assets to the estimated sales price, less costs to sell. We reflected the results of this business as discontinued operations for all periods presented. The summary comparative financial results of the Private Brands business, included within discontinued operations, were as follows:
| Thirteen weeks ended |  | Thirty-nine weeks ended
| February 26, 2017 |  | February 28, 2016 |  | February 26, 2017 |  | February 28, 2016
Net sales | $ | — |  |  | $ | 634.0 |  |  | $ | (0.9 | ) |  | $ | 2,484.7 |
Loss on sale of businesses | $ | (4.1 | ) |  | $ | — |  |  | $ | (3.1 | ) |  | $ | — |
Goodwill and long-lived asset impairment charges | — |  |  | (22.5 | ) |  | — |  |  | (1,921.1 | )
Income from operations of discontinued operations before income taxes and equity method investment earnings | 3.0 |  |  | 61.9 |  |  | 1.7 |  |  | 167.6 |
Income (loss) before income taxes | (1.1 | ) |  | 39.4 |  |  | (1.4 | ) |  | (1,753.5 | )
Income tax expense (benefit) | (2.0 | ) |  | 20.8 |  |  | (2.9 | ) |  | (445.6 | )
Income (loss) from discontinued operations, net of tax | $ | 0.9 |  |  | $ | 18.6 |  |  | $ | 1.5 |  |  | $ | (1,307.9 | )
Other Divestitures During the first quarter of fiscal 2017, we completed the sales of our Spicetec Flavors & Seasonings business (“Spicetec”) and our JM Swank business, each of which was part of our Commercial segment, for $329.7 million and $159.3 million, respectively, in cash, net of cash included in the dispositions. We recognized pre-tax gains from the sales of $144.8 million and $52.6 million, respectively. The assets and liabilities of these businesses have been reclassified as assets and liabilities held for sale within our Condensed Consolidated Balance Sheets for the period presented prior to the divestiture. The assets and liabilities classified as held for sale reflected in our Condensed Consolidated Balance Sheets related to the Spicetec and JM Swank businesses were as follows:
| May 29, 2016
Spicetec: |
Current assets | $ | 43.3 |
Noncurrent assets (including goodwill of $104.7 million) | 148.3 |
Current liabilities | 10.3 |
Noncurrent liabilities | 1.2 |
JM Swank: |
Current assets | $ | 73.7 |
Noncurrent assets (including goodwill of $53.8 million) | 74.3 |
Current liabilities | 44.3 |
Noncurrent liabilities | 0.4 |
In addition, we are actively marketing certain other long-lived assets. These assets have been reclassified as assets held for sale within our Condensed Consolidated Balance Sheets for all periods presented. The balance of these noncurrent assets classified as held for sale was $1.7 million in our Corporate segment at February 26, 2017 and $6.8 million and $4.7 million in our Corporate and Grocery & Snacks segments at May 29, 2016, respectively.

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=65878427&loc=SL51721533-107759 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 4B -URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721665-107760 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 5C -URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721675-107760 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 3A -URI http://asc.fasb.org/extlink&oid=64862545&loc=SL51724579-110230 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 4A -URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721663-107760 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=64862545&loc=d3e2941-110230 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=64827811&loc=d3e1361-107760 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 5B -URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721673-107760 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 3A -URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721659-107760 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 5A -URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721671-107760 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 5D -URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721677-107760 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=64827811&loc=d3e1474-107760 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721683-107760 + Details
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