DISCONTINUED OPERATIONS

12 Months Ended

May 25, 2014

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS AND DIVESTITURES

DISCONTINUED OPERATIONS

Medallion Foods

In the fourth quarter of fiscal 2014, we completed the sale of a small snack business, Medallion Foods, for $32.0 million in cash. The business results were previously reflected in the Private Brands segment. We reflected the results of these operations as discontinued operations for all periods presented. The assets and liabilities of the discontinued business have been reclassified as assets and liabilities held for sale within our Consolidated Balance Sheets for all periods presented prior to divestiture. We recognized a pre-tax loss of $5.8 million ($3.5 million after-tax) on the sale of this business in the fourth quarter of fiscal 2014. In the third quarter of fiscal 2014, we recognized an impairment charge related to allocated amounts of goodwill and intangible assets, totaling $25.4 million ($15.2 million after-tax), in anticipation of this divestiture.

Lightlife^® Operations

In the second quarter of fiscal 2014, we completed the sale of the assets of the Lightlife^® business for $54.7 million in cash. This business produced and sold vegetarian-based burgers, hot dogs, and other meatless frozen and refrigerated items. The results of this business were previously reflected in the Consumer Foods segment. We reflected the results of these operations as discontinued operations for all periods presented. We recognized a pre-tax gain of $32.1 million ($19.8 million after-tax) on the sale of this business in fiscal 2014. The assets of the discontinued Lightlife business have been reclassified as assets held for sale within our Consolidated Balance Sheets for all periods presented prior to divestiture.

The results of the aforementioned businesses which have been divested are included within discontinued operations. The summary comparative financial results of discontinued operations were as follows:

	2014			2013			2012
Net sales	$	70.3		$	57.6		$	37.4
Long-lived asset impairment charge	(25.4		)	—			—
Income (loss) from operations of discontinued operations before income taxes	7.8			(1.2		)	10.6
Net gain on sale of businesses	26.3			—			—
Income (loss) before income taxes	8.7			(1.2		)	10.6
Income tax expense (benefit)	4.6			(0.5		)	4.1
Income (loss) from discontinued operations, net of tax	$	4.1		$	(0.7	)	$	6.5

Formation of Ardent Mills

On May 25, 2014, we sold three flour milling facilities located in Oakland, California, Saginaw, Texas, and New Prague, Minnesota, to Miller Milling Company LLC for a total cash consideration of $162.4 million. This amount is included within the receivable on sale of flour milling assets line of our Consolidated Balance Sheet. We recognized a pre-tax gain of $90.3 million ($55.7 million after-tax) during the fourth quarter of fiscal 2014. The related assets have been reclassified as assets held for sale within our Consolidated Balance Sheets for all periods presented prior to divestiture. These mills were divested pursuant to an agreement with the U.S. Department of Justice related to the previously announced formation of the Ardent Mills flour milling joint venture, which was completed subsequent to the end of fiscal 2014. On May 29, 2014, subsequent to the end of fiscal 2014, the Company, Cargill, Incorporated ("Cargill"), and CHS Inc. ("CHS") (collectively, the “Owners”), completed the formation of Ardent Mills. In connection with the closing of the Ardent Mills joint venture, the Company received total cash consideration of $565.3 million before closing costs and working capital adjustments (of which $162.4 million was recognized in fiscal 2014 for the sale of the three mills), and a 44% interest in the Ardent Mills joint venture. We expect to recognize a pre-tax gain of approximately $625 million in the first quarter of fiscal 2015 in connection with the formation of the Ardent Mills joint venture.

The Company has allocated the net cash proceeds primarily towards debt reduction.

Other Assets Held for Sale

During the third quarter of fiscal 2014, we began actively marketing for sale an onion processing facility and farmland previously acquired from an onion products supplier. These assets are held within our Commercial Foods segment. During the fourth quarter of fiscal 2014, we sold the farmland for proceeds of $15.1 million. We recognized a pre-tax gain of $5.1 million ($3.2 million after-tax) on the sale of this land in the fourth quarter of fiscal 2014. The processing facility assets have been reclassified as assets held for sale within our Consolidated Balance Sheets for all periods presented. The assets related to the farmland have been reclassified as assets held for sale within our Consolidated Balance Sheets for all periods presented prior to sale.

The assets and liabilities classified as held for sale reflected in our Consolidated Balance Sheets were as follows:

	May 25, 2014		May 26, 2013
Receivables, less allowance for doubtful accounts	$	—	$	6.8
Inventories	—		53.3
Prepaids and other current assets	—		4.7
Current assets held for sale	$	—	$	64.8
Property, plant and equipment, net	$	10.9	$	101.7
Goodwill	—		24.0
Brands, trademarks and other intangibles, net	—		18.4
Noncurrent assets held for sale	$	10.9	$	144.1
Accounts payable	$	—	$	3.4
Accrued payroll	—		0.1
Other accrued liabilities	—		1.3
Current liabilities held for sale	$	—	$	4.8
Other noncurrent liabilities	$	—	$	0.1
Noncurrent liabilities held for sale	$	—	$	0.1