RESTRUCTURING ACTIVITIES

12 Months Ended

May 26, 2024

RESTRUCTURING ACTIVITIES

RESTRUCTURING ACTIVITIES

2. RESTRUCTURING ACTIVITIES

Conagra Restructuring Plan

In fiscal 2019, senior management initiated a restructuring plan for costs incurred in connection with actions taken to improve SG&A expense effectiveness and efficiencies and to optimize our supply chain network (the “Conagra Restructuring Plan”). Although we remain unable to make good faith estimates relating to the entire Conagra Restructuring Plan, we are reporting on actions initiated through the end of fiscal 2024, including the estimated amounts or range of amounts for each major type of costs expected to be incurred, and the charges that have resulted or will result in cash outflows. As of May 26, 2024, we have approved and expect to incur $286.6 million of charges ($82.6 million of cash charges and $204.0 million of non-cash charges) for actions identified to date under the Conagra Restructuring Plan. We recognized charges of $66.6 million, $10.7 million, and $29.4 million in connection with the Conagra Restructuring Plan in fiscal 2024, 2023, and 2022, respectively. We expect to incur costs related to the Conagra Restructuring Plan over a multi-year period.

We anticipate that we will recognize the following pre-tax expenses in association with the Conagra Restructuring Plan (amounts include charges recognized from plan inception through the end of fiscal 2024):

	Grocery &		Refrigerated
	Snacks		& Frozen		International		Foodservice		Corporate		Total
Accelerated depreciation	$	49.3	$	58.8	$	—	$	—	$	—	$	108.1
Other cost of goods sold		14.2		5.5		2.4		—		—		22.1
Total cost of goods sold		63.5		64.3		2.4		—		—		130.2
Severance and related costs		13.5		3.9		6.1		0.3		9.4		33.2
Asset impairment (net of gains on disposal)		48.6		18.6		14.7		—		—		81.9
Contract/lease termination		(1.0)		0.9		—		—		0.1		—
Consulting/professional fees		0.6		0.6		—		—		5.5		6.7
Other selling, general and administrative expenses		20.2		10.1		1.9		—		1.8		34.0
Total selling, general and administrative expenses		81.9		34.1		22.7		0.3		16.8		155.8
Total	$	145.4	$	98.4	$	25.1	$	0.3	$	16.8	$	286.0
Pension and postretirement non-service income												0.6
Consolidated total											$	286.6

During fiscal 2024, we recognized the following pre-tax expenses for the Conagra Restructuring Plan:

	Grocery &		Refrigerated
	Snacks		& Frozen		International		Corporate		Total
Accelerated depreciation	$	7.7	$	7.4	$	—	$	—	$	15.1
Other cost of goods sold		0.5		1.4		2.1		—		4.0
Total cost of goods sold		8.2		8.8		2.1		—		19.1
Severance and related costs		0.4		2.4		4.5		3.1		10.4
Asset impairment (net of gains on disposal)		0.6		17.7		14.1		—		32.4
Contract/lease termination		—		0.8		—		—		0.8
Consulting/professional fees		0.2		0.2		—		(0.1)		0.3
Other selling, general and administrative expenses		0.9		2.2		0.1		0.4		3.6
Total selling, general and administrative expenses		2.1		23.3		18.7		3.4		47.5
Total	$	10.3	$	32.1	$	20.8	$	3.4	$	66.6

Included in the above results are $15.6 million of charges that have resulted or will result in cash outflows and $51.0 million in non-cash charges.

We recognized the following cumulative (plan inception to May 26, 2024) pre-tax expenses for the Conagra Restructuring Plan in our Consolidated Statements of Earnings:

	Grocery &		Refrigerated
	Snacks		& Frozen		International		Foodservice		Corporate		Total
Accelerated depreciation	$	40.9	$	47.7	$	—	$	—	$	—	$	88.6
Other cost of goods sold		9.2		4.2		2.1		—		—		15.5
Total cost of goods sold		50.1		51.9		2.1		—		—		104.1
Severance and related costs		11.8		3.6		5.8		0.3		9.4		30.9
Asset impairment (net of gains on disposal)		22.5		18.6		14.2		—		—		55.3
Contract/lease termination		0.5		0.9		—		—		0.1		1.5
Consulting/professional fees		0.5		0.6		—		—		5.1		6.2
Other selling, general and administrative expenses		13.8		6.1		0.1		—		0.9		20.9
Total selling, general and administrative expenses		49.1		29.8		20.1		0.3		15.5		114.8
Total	$	99.2	$	81.7	$	22.2	$	0.3	$	15.5	$	218.9
Pension and postretirement non-service income												0.6
Consolidated total											$	219.5

Included in the above results are $65.4 million of charges that have resulted or will result in cash outflows and $154.1 million in non-cash charges.

Liabilities recorded for the Conagra Restructuring Plan and changes therein for fiscal 2024 were as follows:

			Costs
	Balance at		Incurred		Costs Paid				Balance at
	May 28,		and Charged		or Otherwise		Changes in		May 26,
	2023		to Expense		Settled		Estimates		2024
Severance and related costs	$	1.7	$	10.3	$	(2.3)	$	0.1	$	9.8
Contract/lease termination		—		0.8		(0.8)		—		—
Consulting/professional fees		0.2		0.3		(0.5)		—		—
Other costs		—		4.1		(3.5)		—		0.6
Total	$	1.9	$	15.5	$	(7.1)	$	0.1	$	10.4

Pinnacle Integration Restructuring Plan

As of the end of the first quarter of fiscal 2023, we had completed our restructuring and integration plan related to our acquisition of Pinnacle Foods, Inc. (“Pinnacle”) in 2018 for the purpose of achieving significant cost synergies (the “Pinnacle Integration Restructuring Plan”). We recognized charges of $2.4 million and $19.6 million in connection with the Pinnacle Integration Restructuring Plan in fiscal 2023 and 2022, respectively.