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. The business results were previously reported in the Commercial segment. We reflected the results of this business as discontinued operations for all periods presented.

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				Twenty-six weeks ended
	November 26, 2017		November 27, 2016		November 26, 2017			November 27, 2016
Net sales	$	—	$	636.0	$	—		$	1,407.9
Income (loss) from discontinued operations before income taxes and equity method investment earnings	$	—	$	46.3	$	(0.3	)	$	175.1
Income (loss) before income taxes and equity method investment earnings	—		46.3		(0.3		)	175.1
Income tax expense (benefit)	—		39.1		(0.1		)	88.6
Equity method investment earnings	—		5.3		—			15.9
Income (loss) from discontinued operations, net of tax	—		12.5		(0.2		)	102.4
Less: Net income attributable to noncontrolling interests	—		3.2		—			6.8
Net income (loss) from discontinued operations attributable to Conagra Brands, Inc.	$	—	$	9.3	$	(0.2	)	$	95.6

For the second quarter and first half of fiscal 2017, we incurred $62.2 million and $72.0 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.

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.

We entered into a transition services agreement in connection with the Lamb Weston Spinoff and recognized $0.8 million and $2.1 million of income for the performance of services during the second quarter and first half of fiscal 2018, respectively, classified within selling, general and administrative ("SG&A") expenses.

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. Results of operations for the Private Brands business were immaterial for all periods presented.

We entered into a transition services agreement with TreeHouse Foods, Inc. and recognized $0.5 million and $5.4 million of income for the performance of services during the second quarter of fiscal 2018 and 2017, respectively, classified within selling, general and administrative expenses. We recognized $2.2 million and $11.5 million of transition services agreement income in the first half of fiscal 2018 and 2017, respectively.

Other Divestitures

During the fourth quarter of fiscal 2017, we signed an agreement to sell our Wesson^® oil business, which is part of our Grocery & Snacks segment, to The J.M. Smucker Company ("Smucker"). The transaction is subject to certain customary closing conditions, including the termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). On August 28, 2017, Smucker and the Company each received a request for additional information under the HSR Act (a "second request") from the U.S. Federal Trade Commission ("FTC") in connection with the FTC's review of the transaction. The agreement for the sale of the Wesson^® oil business provides that, unless otherwise agreed upon by the Company and Smucker, if the closing of the transaction has not occurred on or prior to March 31, 2018 because HSR approval has not been received as of such date, then either party may terminate the agreement. The parties are cooperating fully with the FTC as it conducts its review of the transaction. The purchase price under the agreement is $285 million. The assets of this business have been reclassified as assets held for sale within our Condensed Consolidated Balance Sheets for all periods presented.

The assets classified as held for sale reflected in our Condensed Consolidated Balance Sheets related to the Wesson^® oil business were as follows:



	November 26, 2017		May 28, 2017
Current assets	$	45.8	$	35.5
Noncurrent assets (including goodwill of $74.5 million)	95.5		95.5

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. Through the second quarter of fiscal 2017, we received $329.8 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 $52.9 million, respectively, in the first half of fiscal 2017. We entered into transition services agreements in connection with the sales of these businesses and recognized $0.2 million of income during the first half of fiscal 2018 and $1.0 million during the second quarter and first half of fiscal 2017, classified within selling, general and administrative expenses.

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 $5.0 million and $11.6 million within our Corporate segment at November 26, 2017 and May 28, 2017, respectively.