10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 ______________________________________________________

FORM 10-Q

 ______________________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 26, 2018

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to 

Commission File Number: 1-7275

______________________________________________________

CONAGRA BRANDS, INC.

(Exact name of registrant as specified in its charter)

______________________________________________________ 

Delaware	47-0248710
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
222 Merchandise Mart Plaza, Suite 1300 Chicago, Illinois	60654
(Address of principal executive offices)	(Zip Code)

(312) 549-5000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

 ______________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x     No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x Accelerated filer  ¨ Non-accelerated filer    ¨  Smaller reporting company   ¨ Emerging growth company    ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Number of shares outstanding of issuer’s common stock, as of August 26, 2018, was 391,739,943.

Table of Contents

Part I. FINANCIAL INFORMATION		1
Item 1	Financial Statements	1
	Unaudited Condensed Consolidated Statements of Earnings for the Thirteen Weeks ended August 26, 2018 and August 27, 2017	1
	Unaudited Condensed Consolidated Statements of Comprehensive Income for the Thirteen Weeks ended August 26, 2018 and August 27, 2017	2
	Unaudited Condensed Consolidated Balance Sheets as of August 26, 2018 and May 27, 2018	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the Thirteen Weeks ended August 26, 2018 and August 27, 2017	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4	Controls and Procedures	38
Part II. OTHER INFORMATION		39
Item 1	Legal Proceedings	39
Item 1A	Risk Factors	40
Item 6	Exhibits	41
Signatures		42
Exhibit 10.4
Exhibit 12
Exhibit 31.1
Exhibit 31.2
Exhibit 32
Exhibit 101

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Conagra Brands, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

(in millions except per share amounts)

(unaudited)

	Thirteen weeks ended
	August 26, 2018			August 27, 2017
Net sales	$	1,834.4		$	1,804.2
Costs and expenses:
Cost of goods sold	1,318.9			1,285.2
Selling, general and administrative expenses	257.3			259.6
Pension and postretirement non-service income	(10.2		)	(20.6		)
Interest expense, net	49.0			36.4
Income from continuing operations before income taxes and equity method investment earnings	219.4			243.6
Income tax expense	57.4			120.0
Equity method investment earnings	16.2			30.0
Income from continuing operations	178.2			153.6
Loss from discontinued operations, net of tax	—			(0.3		)
Net income	$	178.2		$	153.3
Less: Net income attributable to noncontrolling interests	—			0.8
Net income attributable to Conagra Brands, Inc.	$	178.2		$	152.5
Earnings per share — basic
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders	$	0.45		$	0.37
Income from discontinued operations attributable to Conagra Brands, Inc. common stockholders	—			—
Net income attributable to Conagra Brands, Inc. common stockholders	$	0.45		$	0.37
Earnings per share — diluted
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders	$	0.45		$	0.36
Income from discontinued operations attributable to Conagra Brands, Inc. common stockholders	—			—
Net income attributable to Conagra Brands, Inc. common stockholders	$	0.45		$	0.36
Cash dividends declared per common share	$	0.2125		$	0.2125

See Notes to the Condensed Consolidated Financial Statements.

1

Conagra Brands, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(in millions)

(unaudited)

	Thirteen weeks ended
	August 26, 2018									August 27, 2017
	Pre-Tax Amount			Tax (Expense) Benefit			After-Tax Amount			Pre-Tax Amount			Tax (Expense) Benefit			After-Tax Amount
Net income	$	235.6		$	(57.4	)	$	178.2		$	273.4		$	(120.1	)	$	153.3
Other comprehensive income:
Unrealized derivative adjustments	(57.9		)	14.5			(43.4		)	—			—			—
Unrealized gains on available-for-sale securities	—			—			—			0.3			(0.1		)	0.2
Unrealized currency translation gains (losses)	(3.0		)	—			(3.0		)	32.6			(0.1		)	32.5
Pension and post-employment benefit obligations:
Unrealized pension and post-employment benefit obligations	(0.4		)	—			(0.4		)	0.1			—			0.1
Reclassification for pension and post-employment benefit obligations included in net income	(0.2		)	0.1			(0.1		)	(0.1		)	—			(0.1		)
Comprehensive income	174.1			(42.8		)	131.3			306.3			(120.3		)	186.0
Comprehensive income (loss) attributable to noncontrolling interests	(2.1		)	(0.2		)	(2.3		)	2.0			(0.2		)	1.8
Comprehensive income attributable to Conagra Brands, Inc.	$	176.2		$	(42.6	)	$	133.6		$	304.3		$	(120.1	)	$	184.2

See Notes to the Condensed Consolidated Financial Statements.

2

Conagra Brands, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in millions except share data)

(unaudited)

	August 26, 2018			May 27, 2018
ASSETS
Current assets
Cash and cash equivalents	$	74.8		$	128.0
Receivables, less allowance for doubtful accounts of $1.7 and $2.0	599.2			582.6
Inventories	1,108.5			997.1
Prepaid expenses and other current assets	224.7			186.8
Current assets held for sale	39.3			44.4
Total current assets	2,046.5			1,938.9
Property, plant and equipment	4,111.8			4,062.2
Less accumulated depreciation	(2,475.5		)	(2,442.1		)
Property, plant and equipment, net	1,636.3			1,620.1
Goodwill	4,499.4			4,502.5
Brands, trademarks and other intangibles, net	1,275.2			1,284.5
Other assets	915.9			906.3
Noncurrent assets held for sale	111.7			137.2
	$	10,485.0		$	10,389.5
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes payable	$	304.1		$	277.3
Current installments of long-term debt	307.5			307.0
Accounts payable	984.0			915.1
Accrued payroll	93.9			163.9
Other accrued liabilities	743.9			672.9
Total current liabilities	2,433.4			2,336.2
Senior long-term debt, excluding current installments	3,037.8			3,035.6
Subordinated debt	195.9			195.9
Other noncurrent liabilities	1,002.9			1,065.2
Total liabilities	6,670.0			6,632.9
Common stockholders' equity
Common stock of $5 par value, authorized 1,200,000,000 shares; issued 567,907,172	2,839.7			2,839.7
Additional paid-in capital	1,165.6			1,180.0
Retained earnings	4,841.5			4,744.9
Accumulated other comprehensive loss	(155.7		)	(110.5		)
Less treasury stock, at cost, 176,167,229 and 177,078,193 common shares	(4,954.6		)	(4,977.9		)
Total Conagra Brands, Inc. common stockholders' equity	3,736.5			3,676.2
Noncontrolling interests	78.5			80.4
Total stockholders' equity	3,815.0			3,756.6
	$	10,485.0		$	10,389.5

See Notes to the Condensed Consolidated Financial Statements.

3

Conagra Brands, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in millions)

(unaudited)

	Thirteen Weeks Ended
	August 26, 2018			August 27, 2017
Cash flows from operating activities:
Net income	$	178.2		$	153.3
Loss from discontinued operations	—			(0.3		)
Income from continuing operations	178.2			153.6
Adjustments to reconcile income from continuing operations to net cash flows from operating activities:
Depreciation and amortization	63.7			64.7
Asset impairment charges	0.5			6.0
Gain on divestiture	(13.3		)	—
Earnings of affiliates in excess of distributions	(3.0		)	(30.0		)
Stock-settled share-based payments expense	11.4			8.2
Contributions to pension plans	(4.2		)	(3.8		)
Pension benefit	(6.9		)	(12.6		)
Other items	7.4			5.5
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:
Receivables	(18.9		)	(13.7		)
Inventories	(115.1		)	(138.4		)
Deferred income taxes and income taxes payable, net	49.4			132.1
Prepaid expenses and other current assets	(24.1		)	(6.5		)
Accounts payable	50.4			67.8
Accrued payroll	(70.0		)	(72.1		)
Other accrued liabilities	(10.8		)	(19.3		)
Net cash flows from operating activities — continuing operations	94.7			141.5
Net cash flows from operating activities — discontinued operations	—			(5.5		)
Net cash flows from operating activities	94.7			136.0
Cash flows from investing activities:
Additions to property, plant and equipment	(86.1		)	(42.6		)
Sale of property, plant and equipment	17.2			4.0
Proceeds from divestiture	30.3			—
Other items	0.1			—
Net cash flows from investing activities	(38.5		)	(38.6		)
Cash flows from financing activities:
Net short-term borrowings	26.8			295.3
Bridge financing fees and other	(35.1		)	—
Payment of intangible asset financing arrangement	(14.0		)	(14.4		)
Repurchase of Conagra Brands, Inc. common shares	—			(300.0		)
Cash dividends paid	(83.0		)	(83.3		)
Exercise of stock options and issuance of other stock awards, including tax withholdings	(2.4		)	(2.4		)
Other items	(1.9		)	(2.3		)
Net cash flows from financing activities	(109.6		)	(107.1		)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	0.2			9.7
Net change in cash and cash equivalents and restricted cash	(53.2		)	—
Cash and cash equivalents and restricted cash at beginning of period	129.0			252.4
Cash and cash equivalents and restricted cash at end of period	$	75.8		$	252.4

See Notes to the Condensed Consolidated Financial Statements.

4

Conagra Brands, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Thirteen Weeks endedAugust 26, 2018 and August 27, 2017

(columnar dollars in millions except per share amounts)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The unaudited financial information reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position, and cash flows for the periods presented. The adjustments are of a normal recurring nature, except as otherwise noted. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in the Conagra Brands, Inc. (formerly ConAgra Foods, Inc., the "Company", "we", "us", or "our") Annual Report on Form 10-K for the fiscal year ended May 27, 2018.

The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or the full fiscal year.

Basis of Consolidation — The Condensed Consolidated Financial Statements include the accounts of Conagra Brands, Inc. and all majority-owned subsidiaries. In addition, the accounts of all variable interest entities for which we have been determined to be the primary beneficiary are included in our Condensed Consolidated Financial Statements from the date such determination is made. All significant intercompany investments, accounts, and transactions have been eliminated.

Revenue Recognition — Our revenues primarily consist of the sale of food products which are sold to retailers and foodservice customers through direct sales forces, broker, and distributor arrangements. These revenue contracts generally have single performance obligations. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade promotion, consumer coupon redemption, unsaleable product, and other costs. Amounts billed and due from our customers are classified as receivables and require payment on a short-term basis and, therefore, we do not have any significant financing components.

We recognize revenue when (or as) performance obligations are satisfied by transferring control of the goods to customers. Control is transferred upon delivery of the goods to the customer. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. We assess the goods and services promised in our customers' purchase orders and identify a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct.

We offer various forms of trade promotions and the methodologies for determining these provisions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance. Our promotional activities are conducted either through the retail trade or directly with consumers and include activities such as in-store displays and events, feature price discounts, consumer coupons, and loyalty programs. The costs of these activities are recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of these costs therefore requires management judgment regarding the volume of promotional offers that will be redeemed by either the retail trade or consumer. These estimates are made using various techniques including historical data on performance of similar promotional programs. Differences between estimated expense and actual redemptions are recognized as a change in management estimate in a subsequent period.

Comprehensive Income — Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity, changes in the value of available-for-sale investments (prior to the adoption of ASU 2016-01), and changes in prior service cost and net actuarial gains (losses) from pension (for amounts not in excess of the 10% corridor) and post-retirement health care plans. On foreign investments we deem to be essentially permanent in nature, we do not provide for taxes on currency translation adjustments arising from converting an investment denominated in a foreign currency to U.S. dollars. When we determine that a foreign investment, as well as undistributed earnings, are no longer permanent in nature, estimated taxes will be provided for the related deferred tax liability (asset), if any, resulting from currency translation adjustments.

5

The following table details the accumulated balances for each component of other comprehensive income, net of tax:

	August 26, 2018			May 27, 2018
Currency translation losses, net of reclassification adjustments	$	(95.4	)	$	(94.7	)
Derivative adjustments, net of reclassification adjustments	(42.4		)	1.0
Unrealized gains on available-for-sale securities	—			0.6
Pension and post-employment benefit obligations, net of reclassification adjustments	(17.9		)	(17.4		)
Accumulated other comprehensive loss 1	$	(155.7	)	$	(110.5	)

¹ Net of unrealized gains on available-for-sale securities of $0.6 million reclassified to retained earnings as a result of the adoption of ASU 2016-01.

The following table summarizes the reclassifications from accumulated other comprehensive loss into income:

	Thirteen weeks ended						Affected Line Item in the Condensed Consolidated Statement of Earnings1
	August 26, 2018			August 27, 2017
Pension and postretirement liabilities:
Net prior service cost (benefit)	$	0.2		$	(0.1	)	Pension and postretirement non-service income
Net actuarial gain	(0.4		)	—			Pension and postretirement non-service income
	(0.2		)	(0.1		)	Total before tax
	0.1			—			Income tax expense
	$	(0.1	)	$	(0.1	)	Net of tax

¹ Amounts in parentheses indicate income recognized in the Condensed Consolidated Statements of Earnings.

Cash and cash equivalents — Cash and all highly liquid investments with an original maturity of three months or less at the date of acquisition, including short-term time deposits and government agency and corporate obligations, are classified as cash and cash equivalents.

Reclassifications and other changes — Certain prior year amounts have been reclassified to conform with current year presentation.

Use of Estimates — Preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions. These estimates and assumptions affect reported amounts of assets, liabilities, revenues, and expenses as reflected in the Condensed Consolidated Financial Statements. Actual results could differ from these estimates.

Accounting Changes — In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers ("Topic 606"), which replaces most existing revenue recognition guidance in U.S. GAAP, including industry-specific requirements. Topic 606 provides companies with a single revenue recognition model for recognizing revenue with customers; specifically requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.

We utilized a comprehensive approach to evaluate and document the impact of the guidance on our current accounting policies and practices in order to identify material differences, if any, that would result from applying the new requirements to our revenue contracts. We did not identify any material differences resulting from applying the new requirements to our revenue contracts. In addition, we did not identify any significant changes to our business processes, systems, and controls to support recognition and disclosure requirements under the new guidance. We adopted the provisions of this ASU in fiscal 2019 utilizing the modified retrospective method. We recorded a $0.5 million cumulative effect adjustment, net of tax, to the opening balance of fiscal 2019 retained earnings, a decrease to receivables of $7.6 million, an increase to inventories of $2.8 million, an increase to prepaid expenses and other current assets of $6.9 million, an increase to other accrued liabilities of $1.4 million, and an increase to other noncurrent liabilities of $0.2 million. The adjustments primarily related to the timing of recognition of certain customer charges, trade promotional expenditures, and volume discounts.

6

The effect of the changes made to our Condensed Consolidated Balance Sheet as of August 26, 2018 for the adoption of Topic 606 was as follows:

	As Reported		Adjustments			Balances without Adoption of Topic 606
Current assets
Receivables, less allowance for doubtful accounts	$	599.2	$	7.9		$	607.1
Inventories	1,108.5		(3.2		)	1,105.3
Prepaid expenses and other current assets	224.7		(22.5		)	202.2
Current liabilities
Other accrued liabilities	743.9		(1.1		)	742.8
Other noncurrent liabilities	1,002.9		(4.2		)	998.7

The effect of the changes made to our Condensed Consolidated Statement of Earnings for the adoption of Topic 606 was as follows:

	Thirteen weeks ended August 26, 2018
	As Reported		Adjustments			Balances without Adoption of Topic 606
Net sales	$	1,834.4	$	(9.3	)	$	1,825.1
Cost of goods sold	1,318.9		6.8			1,325.7
Income from continuing operations before income taxes and equity method investment earnings	219.4		(16.1		)	203.3

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The effective date for this standard is for fiscal years beginning after December 31, 2017. We adopted this ASU in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. We adopted this ASU retrospectively in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash, which provides amendments to current guidance to address the classifications and presentation of changes in restricted cash in the statement of cash flows. We adopted this ASU retrospectively in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business, which provides a new framework for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. We adopted this ASU prospectively in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires companies to present the service cost component of net benefit cost in the same line items in which they report compensation cost. Companies are required to present all other components of net benefit cost outside operating income, if this subtotal is presented. In addition, the new standard requires that only the service cost component of net periodic benefit expense is eligible for capitalization. The new standard requires retrospective adoption of the presentation of net periodic benefit expense and prospective application of the capitalization of the service cost component. We adopted this ASU in fiscal 2019. As a result, the following amounts were reclassified in the first quarter of fiscal 2018 to correspond to the current year presentation:

	Thirteen weeks ended
	August 27, 2017
Reclassified from Selling, general and administrative expense	$	20.6
Reclassified to Pension and postretirement non-service income	$	20.6

7

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance in current U.S. GAAP. The amendments in this update better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The effective date for the standard is for fiscal years beginning after December 15, 2018. We elected to early adopt this ASU in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements. See Note 8 for a discussion of our derivatives.

Recently Issued Accounting Standards — In February 2016, the FASB issued ASU 2016-02, Leases, Topic 842, which requires lessees to reflect most leases on their balance sheet as assets and obligations. The effective date for the standard is for fiscal years beginning after December 15, 2018. Early adoption is permitted. We are evaluating the effect that this standard will have on our consolidated financial statements and related disclosures. The standard can be applied using the modified retrospective method, with elective reliefs, which requires application of the new guidance for all periods presented. Entities may also elect the optional transition method provided under ASU 2018-11, Leases, Topic 842: Targeted Improvement, issued in July 2018, allowing for application of the standard at the adoption date, with recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.  

2. ACQUISITIONS

On June 26, 2018, we entered into a definitive merger agreement with Pinnacle Foods Inc. ("Pinnacle") under which we will acquire all outstanding shares of Pinnacle common stock in a cash and stock transaction valued at approximately $10.9 billion, including Pinnacle's outstanding net debt. Under the terms of the transaction, Pinnacle shareholders will receive $43.11 per share in cash and 0.6494 shares of our common stock for each share of Pinnacle common stock held. The implied price of $68.00 per Pinnacle share is based on the volume-weighted average price of our stock for the five days ended June 21, 2018. The planned acquisition is expected to close by the end of October 2018 and remains subject to the approval of Pinnacle shareholders and the satisfaction of other customary closing conditions.

In February 2018, we acquired the Sandwich Bros. of Wisconsin^® business, maker of frozen breakfast and entree flatbread pocket sandwiches, for a cash purchase price of $87.3 million, net of cash acquired, including working capital adjustments. Approximately $57.8 million has been classified as goodwill, and $9.7 million and $7.1 million have been classified as non-amortizing and amortizing intangible assets, respectively. The amount allocated to goodwill is deductible for tax purposes. The business is included in the Refrigerated & Frozen segment.

In October 2017, we acquired Angie's Artisan Treats, LLC, maker of Angie's^®BOOMCHICKAPOP^® ready-to-eat popcorn, for a cash purchase price of $249.8 million, net of cash acquired, including working capital adjustments. Approximately $155.1 million has been classified as goodwill, of which $95.4 million is deductible for income tax purposes. Approximately $73.8 million and $10.3 million of the purchase price have been allocated to non-amortizing and amortizing intangible assets, respectively. The business is primarily included in the Grocery & Snacks segment, and to a lesser extent within the International segment.

These acquisitions collectively contributed $37.4 million to net sales during the first quarter of fiscal 2019.

For each of these acquisitions, the amounts allocated to goodwill were primarily attributable to anticipated synergies, product portfolios, and other intangibles that do not qualify for separate recognition.

Under the acquisition method of accounting, the assets acquired and liabilities assumed in these acquisitions were recorded at their respective estimated fair values at the date of acquisition.

3. DISCONTINUED OPERATIONS AND OTHER DIVESTITURES

Lamb Weston Spinoff

On November 9, 2016, we completed the spinoff of our Lamb Weston business (the "Spinoff"). 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. Included within discontinued operations for the first quarter of fiscal 2018 was an after-tax loss of $0.2 million ($0.3 million pre-tax loss) related to the Lamb Weston business. We entered into a transition services agreement in connection with the Spinoff and recognized $1.3 million of income for the performance of services during the first quarter of fiscal 2018 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. We entered into a transition services agreement with TreeHouse Foods, Inc. and recognized $1.7 million of income for the performance of services during the first quarter of fiscal 2018 within SG&A expenses.

8

Other Divestitures

During the first quarter of fiscal 2019, we completed the sale of our Del Monte^®processedfruit and vegetable business in Canada, which is part of our International segment, to Bonduelle Group for proceeds of $39.9 million Canadian dollars, which was approximately $30.3 million U.S. dollars at the exchange rate on the date of close. The final proceeds are subject to working capital adjustments. We recognized a gain on the sale of $13.3 million recognized within SG&A expenses. The assets of this business have been reclassified as assets held for sale within our Condensed Consolidated Balance Sheets for periods prior to the divestiture.

The assets classified as held for sale reflected in our Condensed Consolidated Balance Sheets related to the Del Monte^® processed fruit and vegetable business in Canada were as follows:

	May 27, 2018
Current assets	$	6.1
Noncurrent assets (including goodwill of $5.8 million)	11.5

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"). During the fourth quarter of fiscal 2018, Conagra Brands and Smucker terminated the agreement. This outcome followed the decision of the Federal Trade Commission, announced on March 5, 2018, to challenge the pending sale. The Company is still actively marketing the Wesson^® oil business and expects to sell it within the next twelve months. 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:

	August 26, 2018		May 27, 2018
Current assets	$	39.3	$	37.7
Noncurrent assets (including goodwill of $74.5 million)	101.3		101.0

In addition, we are actively marketing certain other 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 assets classified as held for sale was $10.4 million in our Corporate segment at August 26, 2018 and $10.4 million and $14.9 million in our Corporate and Grocery & Snacks segments, respectively, at May 27, 2018.

4. RESTRUCTURING ACTIVITIES

Supply Chain and Administrative Efficiency Plan

In May 2013, we announced the Supply Chain and Administrative Efficiency Plan (the "SCAE Plan"), our plan to integrate and restructure the operations of our Private Brands business, improve SG&A effectiveness and efficiencies, and optimize our supply chain network, manufacturing assets, dry distribution centers, and mixing centers. In the second quarter of fiscal 2016, we announced plans to realize efficiency benefits by reducing SG&A expenses and enhancing trade spend processes and tools, which plans were included as part of the SCAE Plan. Although we divested the Private Brands business, we have continued to implement the SCAE Plan, including by working to optimize our supply chain network, pursue cost reductions through our SG&A functions, enhance trade spend processes and tools, and improve productivity.

Although we remain unable to make good faith estimates relating to the entire SCAE Plan, we are reporting on actions initiated through the end of the first quarter of fiscal 2019, 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 August 26, 2018, our Board of Directors has approved the incurrence of up to $900.9 million of expenses in connection with the SCAE Plan, including expenses allocated for the Private Brands and Lamb Weston operations. We have incurred or expect to incur approximately $469.8 million of charges ($322.0 million of cash charges and $147.8 million of non-cash charges) for actions identified to date under the SCAE Plan related to our continuing operations. In the first quarter of fiscal 2019 and 2018, we recognized charges of $0.6 million and $11.4 million, respectively, in association with the SCAE Plan related to our continuing operations. We expect to incur costs related to the SCAE Plan over a multi-year period.

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We anticipate that we will recognize the following pre-tax expenses in association with the SCAE Plan related to our continuing operations (amounts include charges recognized from plan inception through the first quarter of fiscal 2019):

	Grocery & Snacks		Refrigerated & Frozen		International		Foodservice		Corporate		Total
Multi-employer pension costs	$	32.5	$	—	$	—	$	—	$	—	$	32.5
Accelerated depreciation	37.2		18.6		—		—		1.2		57.0
Other cost of goods sold	11.6		2.1		—		—		—		13.7
Total cost of goods sold	81.3		20.7		—		—		1.2		103.2
Severance and related costs, net	26.3		10.3		3.9		7.9		102.1		150.5
Fixed asset impairment (net of gains on disposal)	5.2		6.9		—		—		11.2		23.3
Accelerated depreciation	—		—		—		—		4.1		4.1
Contract/lease termination expenses	1.0		0.6		0.9		—		85.0		87.5
Consulting/professional fees	1.0		0.4		0.1		—		53.8		55.3
Other selling, general and administrative expenses	16.3		3.5		—		—		23.8		43.6
Total selling, general and administrative expenses	49.8		21.7		4.9		7.9		280.0		364.3
Total	$	131.1	$	42.4	$	4.9	$	7.9	$	281.2	$	467.5
Pension and postretirement non-service income											2.3
Consolidated total											$	469.8

During the first quarter of fiscal 2019, we recognized the following pre-tax expenses for the SCAE Plan related to our continuing operations:

	Grocery & Snacks			International		Corporate			Total
Multi-employer pension costs	$	0.2		$	—	$	—		$	0.2
Accelerated depreciation	1.4			—		—			1.4
Other cost of goods sold	0.7			—		—			0.7
Total cost of goods sold	2.3			—		—			2.3
Severance and related costs, net	(1.3		)	0.2		(0.6		)	(1.7		)
Fixed asset impairment (net of gains on disposal)	(0.9		)	—		—			(0.9		)
Contract/lease termination expenses	—			—		0.5			0.5
Consulting/professional fees	—			—		0.1			0.1
Other selling, general and administrative expenses	—			—		0.9			0.9
Total selling, general and administrative expenses	(2.2		)	0.2		0.9			(1.1		)
Total	$	0.1		$	0.2	$	0.9		$	1.2
Pension and postretirement non-service income									(0.6		)
Consolidated total									$	0.6

Included in the above table are $0.1 million of charges that have resulted or will result in cash outflows and $0.5 million in non-cash charges.

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We recognized the following cumulative (plan inception to August 26, 2018) pre-tax expenses related to the SCAE Plan related to our continuing operations in our Condensed Consolidated Statements of Earnings:

	Grocery & Snacks		Refrigerated & Frozen		International		Foodservice		Corporate		Total
Multi-employer pension costs	$	32.5	$	—	$	—	$	—	$	—	$	32.5
Accelerated depreciation	34.4		18.6		—		—		1.2		54.2
Other cost of goods sold	11.0		2.1		—		—		—		13.1
Total cost of goods sold	77.9		20.7		—		—		1.2		99.8
Severance and related costs, net	25.2		10.3		3.9		7.9		101.3		148.6
Fixed asset impairment (net of gains on disposal)	5.2		6.9		—		—		11.2		23.3
Accelerated depreciation	—		—		—		—		4.1		4.1
Contract/lease termination expenses	1.0		0.6		0.9		—		84.8		87.3
Consulting/professional fees	1.0		0.4		0.1		—		52.3		53.8
Other selling, general and administrative expenses	15.8		3.3		—		—		22.6		41.7
Total selling, general and administrative expenses	48.2		21.5		4.9		7.9		276.3		358.8
Total	$	126.1	$	42.2	$	4.9	$	7.9	$	277.5	$	458.6
Pension and postretirement non-service income											2.3
Consolidated total											$	460.9

Included in the above results are $316.2 million of charges that have resulted or will result in cash outflows and $144.7 million in non-cash charges. Not included in the above results are $130.2 million of pre-tax expenses ($84.5 million of cash charges and $45.7 million of non-cash charges) related to the Private Brands operations, which we sold in the third quarter of fiscal 2016, and $2.1 million of pre-tax expenses (all resulting in cash charges) related to Lamb Weston.

Liabilities recorded for the SCAE Plan related to our continuing operations and changes therein for the first quarter of fiscal 2019 were as follows:

	Balance at May 27, 2018		Costs Incurred and Charged to Expense		Costs Paid or Otherwise Settled			Changes in Estimates			Balance at August 26, 2018
Multi-employer pension costs	$	32.3	$	—	$	—		$	0.2		$	32.5
Severance and related costs	6.3		—		(3.6		)	(1.7		)	1.0
Consulting/professional fees	0.1		0.1		(0.2		)	—			—
Contract/lease termination	4.9		—		(1.6		)	0.5			3.8
Other costs	0.2		1.6		(1.1		)	—			0.7
Total	$	43.8	$	1.7	$	(6.5	)	$	(1.0	)	$	38.0

5. LONG-TERM DEBT AND REVOLVING CREDIT FACILITY

During the first quarter of fiscal 2019, we entered into an amended and restated revolving credit agreement (the "Revolving Credit Agreement") with a syndicate of financial institutions providing for a revolving credit facility in a maximum aggregate principal amount outstanding at any one time of $1.6 billion (subject to increase to a maximum aggregate principal amount of $2.1 billion). It replaces the existing revolving credit facility and matures on July 11, 2023. As of August 26, 2018, there were no outstanding borrowings under the revolving credit facility. 

In connection with the planned acquisition of Pinnacle (see Note 2), we secured $9.0 billion in fully committed bridge financing from affiliates of Goldman Sachs Group, Inc. The commitments under the committed bridge financing were subsequently reduced by the amounts of a term loan agreement we entered into on July 11, 2018 with a syndicate of financial institutions providing for term loans to us in an aggregate principal amount of up to $1.3 billion (the "New Term Loan Facility"). The funding under the New Term Loan Facility is anticipated to occur simultaneously with the closing date of the acquisition. In connection with the acquisition, we expect to incur an aggregate of up to $8.3 billion of long-term debt, including for the payment of the cash portion of the merger consideration, the repayment of Pinnacle debt, the refinancing of certain Conagra debt, and the payment of related fees and expenses. The permanent

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financing is also expected to include approximately $575 million of incremental cash proceeds from the issuance of equity and/or divestitures. 

During the third quarter of fiscal 2018, we entered into a term loan agreement (the "Term Loan Agreement") with a financial institution. The Term Loan Agreement provides for term loans to the Company in an aggregate principal amount not in excess of $300.0 million. During the fourth quarter of fiscal 2018, we borrowed the full amount of the $300.0 million provided for under the Term Loan Agreement. The Term Loan Agreement matures on February 26, 2019. The term loan bears interest at a rate equal to three-month LIBOR plus 0.75% per annum and is fully prepayable without penalty.

During the fourth quarter of fiscal 2018, we repaid the remaining principal balance of $70.0 million of our 2.1% senior notes on the maturity date of March 15, 2018.

During the third quarter of fiscal 2018, we repaid the remaining principal balance of $119.6 million of our 1.9% senior notes on the maturity date of January 25, 2018.

During the third quarter of fiscal 2018, we repaid the remaining capital lease liability balance of $28.5 million in connection with the early exit of an unfavorable lease contract.

During the second quarter of fiscal 2018, we issued $500.0 million aggregate principal amount of floating rate notes due October 9, 2020. The notes bear interest at a rate equal to three-month LIBOR plus 0.50% per annum.

Our most restrictive debt agreements (the Revolving Credit Agreement and the term loan agreements) generally require our ratio of earnings before interest, taxes, depreciation and amortization ("EBITDA") to interest expense to be not less than 3.0 to 1.0 and our ratio of funded debt to EBITDA to not exceed certain specified levels, with each ratio to be calculated on a rolling four-quarter basis. As of August 26, 2018, we were in compliance with all financial covenants.

Net interest expense from continuing operations consists of:

	Thirteen weeks ended
	August 26, 2018			August 27, 2017
Long-term debt	$	42.9		$	38.1
Short-term debt	7.5			0.4
Interest income	(0.6		)	(0.9		)
Interest capitalized	(0.8		)	(1.2		)
	$	49.0		$	36.4

In connection with the bridge financing, we have incurred costs of $32.2 million, which are being amortized within interest expense over the commitment period. Our net interest expense included $5.6 million for the first quarter of fiscal 2019 as a result of this amortization.

6. VARIABLE INTEREST ENTITIES

Variable Interest Entities Not Consolidated

We lease a certain office building from an entity that we have determined to be a variable interest entity. The lease agreement with this entity includes a fixed-price purchase option for the asset being leased. The lease agreement also contains a contingent put option (the "lease put option") that allows the lessor to require us to purchase the building at the greater of original construction cost, or fair market value, without a lease agreement in place (the "put price") in certain limited circumstances. As a result of substantial impairment charges related to our divested Private Brands operations, this lease put option became exercisable. We are amortizing the difference between the put price and the estimated fair value (without a lease agreement in place) of the property over the remaining lease term within SG&A expenses. As of August 26, 2018 and May 27, 2018, the estimated amount by which the put option price exceeded the estimated fair value of the property was $8.2 million, of which we had accrued $1.3 million and $1.2 million, respectively. This lease is accounted for as an operating lease, and accordingly, there are no material assets and liabilities, other than the accrued portion of the put price, associated with this entity included in the Condensed Consolidated Balance Sheets. We have determined that we do not have the power to direct the activities that most significantly impact the economic performance of this entity. In making this determination, we have considered, among other items, the terms of the lease agreement, the expected remaining useful life of the asset leased, and the capital structure of the lessor entity.

7. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The change in the carrying amount of goodwill for the first quarter of fiscal 2019 was as follows:

	Grocery & Snacks			Refrigerated & Frozen			International			Foodservice		Total
Balance as of May 27, 2018	$	2,592.8		$	1,095.7		$	242.9		$	571.1	$	4,502.5
Purchase accounting adjustments	(0.1		)	—			—			—		(0.1		)
Currency translation	—			(0.1		)	(2.9		)	—		(3.0		)
Balance as of August 26, 2018	$	2,592.7		$	1,095.6		$	240.0		$	571.1	$	4,499.4

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Other identifiable intangible assets were as follows:

	August 26, 2018				May 27, 2018
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Non-amortizing intangible assets	$	917.3	$	—	$	918.3	$	—
Amortizing intangible assets	579.3		221.4		579.4		213.2
	$	1,496.6	$	221.4	$	1,497.7	$	213.2

Non-amortizing intangible assets are comprised of brands and trademarks.

Amortizing intangible assets, carrying a remaining weighted average life of approximately 13 years, are principally composed of customer relationships, licensing arrangements, and acquired intellectual property. Amortization expense was $8.3 million and $8.6 million for the first quarter of fiscal 2019 and 2018, respectively. Based on amortizing assets recognized in our Condensed Consolidated Balance Sheet as of August 26, 2018, amortization expense is estimated to average $32.6 million for each of the next five years.

8. DERIVATIVE FINANCIAL INSTRUMENTS

Our operations are exposed to market risks from adverse changes in commodity prices affecting the cost of raw materials and energy, foreign currency exchange rates, and interest rates. In the normal course of business, these risks are managed through a variety of strategies, including the use of derivatives.

Commodity and commodity index futures and option contracts are used from time to time to economically hedge commodity input prices on items such as natural gas, vegetable oils, proteins, packaging materials, dairy, grains, and electricity. Generally, we economically hedge a portion of our anticipated consumption of commodity inputs for periods of up to 36 months. We may enter into longer-term economic hedges on particular commodities, if deemed appropriate. As of August 26, 2018, we had economically hedged certain portions of our anticipated consumption of commodity inputs using derivative instruments with expiration dates through March 2019.

In order to reduce exposures related to changes in foreign currency exchange rates, we enter into forward exchange, option, or swap contracts from time to time for transactions denominated in a currency other than the applicable functional currency. This includes, but is not limited to, hedging against foreign currency risk in purchasing inventory and capital equipment, sales of finished goods, and future settlement of foreign-denominated assets and liabilities. As of August 26, 2018, we had economically hedged certain portions of our foreign currency risk in anticipated transactions using derivative instruments with expiration dates through May 2019.

From time to time, we may use derivative instruments, including interest rate swaps, to reduce risk related to changes in interest rates. This includes, but is not limited to, hedging against increasing interest rates prior to the issuance of long-term debt and hedging the fair value of our senior long-term debt.

Derivatives Designated as Cash Flow Hedges

During the first quarter of fiscal 2019, we entered into deal-contingent forward starting interest rate swap contracts to hedge a portion of the interest rate risk related to our issuance of long-term debt to help finance the acquisition of Pinnacle. We designated these interest rate swaps as cash flow hedges of the forecasted interest payments related to this debt issuance. The pre-tax unrealized loss associated with these derivatives, which is deferred in accumulated other comprehensive income at August 26, 2018, was $58.1 million.

Economic Hedges of Forecasted Cash Flows

Many of our derivatives do not qualify for, and we do not currently designate certain commodity or foreign currency derivatives to achieve, hedge accounting treatment. We reflect realized and unrealized gains and losses from derivatives used to economically hedge anticipated commodity consumption and to mitigate foreign currency cash flow risk in earnings immediately within general corporate expense (within cost of goods sold). The gains and losses are reclassified to segment operating results in the period in which the underlying item being economically hedged is recognized in cost of goods sold. In the event that management determines a particular derivative entered into as an economic hedge of a forecasted commodity purchase has ceased to function as an economic hedge, we cease recognizing further gains and losses on such derivatives in corporate expense and begin recognizing such gains and losses within segment operating results immediately.

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Economic Hedges of Fair Values — Foreign Currency Exchange Rate Risk

We may use options and cross currency swaps to economically hedge the fair value of certain monetary assets and liabilities (including intercompany balances) denominated in a currency other than the functional currency. These derivatives are marked-to-market with gains and losses immediately recognized in SG&A expenses. These substantially offset the foreign currency transaction gains or losses recognized as values of the monetary assets or liabilities being economically hedged change.

All derivative instruments are recognized on our balance sheets at fair value (refer to Note 16 for additional information related to fair value measurements). The fair value of derivative assets is recognized within prepaid expenses and other current assets, while the fair value of derivative liabilities is recognized within other accrued liabilities. In accordance with U.S. GAAP, we offset certain derivative asset and liability balances, as well as certain amounts representing rights to reclaim cash collateral and obligations to return cash collateral, where master netting agreements provide for legal right of setoff. At August 26, 2018 and May 27, 2018, $5.6 million, representing a right to reclaim cash collateral, and $1.0 million, representing an obligation to return cash collateral, respectively, were included in prepaid expenses and other current assets in our Condensed Consolidated Balance Sheets.

Derivative assets and liabilities and amounts representing a right to reclaim cash collateral or an obligation to return cash collateral were reflected in our Condensed Consolidated Balance Sheets as follows:

	August 26, 2018		May 27, 2018
Prepaid expenses and other current assets	$	4.4	$	4.4
Other accrued liabilities	58.6		0.1

The following table presents our derivative assets and liabilities, at August 26, 2018, on a gross basis, prior to the setoff of $1.6 million to total derivative assets and $4.0 million to total derivative liabilities where legal right of setoff existed:

	Derivative Assets			Derivative Liabilities
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate swap contracts	Prepaid expenses and other current assets	$	—	Other accrued liabilities	$	58.1
Total derivatives designated as hedging instruments		$	—		$	58.1
Commodity contracts	Prepaid expenses and other current assets	$	1.0	Other accrued liabilities	$	4.0
Foreign exchange contracts	Prepaid expenses and other current assets	1.8		Other accrued liabilities	0.5
Total derivatives not designated as hedging instruments		$	2.8		$	4.5
Total derivatives		$	2.8		$	62.6

The following table presents our derivative assets and liabilities at May 27, 2018, on a gross basis, prior to the setoff of $1.4 million to total derivative assets and $0.4 million to total derivative liabilities where legal right of setoff existed:

	Derivative Assets			Derivative Liabilities
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Commodity contracts	Prepaid expenses and other current assets	$	3.7	Other accrued liabilities	$	0.4
Foreign exchange contracts	Prepaid expenses and other current assets	2.1		Other accrued liabilities	—
Other	Prepaid expenses and other current assets	—		Other accrued liabilities	0.1
Total derivatives not designated as hedging instruments		$	5.8		$	0.5

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The location and amount of gains (losses) from derivatives not designated as hedging instruments in our Condensed Consolidated Statements of Earnings were as follows:

Derivatives Not Designated as Hedging Instruments	Location in Condensed Consolidated  Statements of Earnings of Gains (Losses) Recognized on Derivatives	Gains (Losses) Recognized on Derivatives in Condensed Consolidated Statements of Earnings for the Thirteen Weeks Ended
		August 26, 2018			August 27, 2017
Commodity contracts	Cost of goods sold	$	(7.0	)	$	0.6
Foreign exchange contracts	Cost of goods sold	0.5			(8.0		)
Foreign exchange contracts	Selling, general and administrative expense	—			0.3
Total losses from derivative instruments not designated as hedging instruments		$	(6.5	)	$	(7.1	)

As of August 26, 2018, our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $80.8 million and $25.7 million for purchase and sales contracts, respectively. As of May 27, 2018, our open commodity contracts had a notional value of $100.0 million and $34.2 million for purchase and sales contracts, respectively. The notional amount of our foreign currency forward contracts as of August 26, 2018 and May 27, 2018 was $86.3 million and $82.4 million, respectively.

We enter into certain commodity, interest rate, and foreign exchange derivatives with a diversified group of counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and limit the amount of credit exposure to any one party. These transactions may expose us to potential losses due to the risk of nonperformance by these counterparties. We have not incurred a material loss due to nonperformance in any period presented and do not expect to incur any such material loss. We also enter into futures and options transactions through various regulated exchanges.

At August 26, 2018, the maximum amount of loss due to the credit risk of the counterparties, had the counterparties failed to perform according to the terms of the contracts, was $1.8 million.

9. SHARE-BASED PAYMENTS

For the first quarter of fiscal 2019 and 2018, we recognized total stock-based compensation expense (including stock options, restricted stock units, cash-settled restricted stock units, and performance shares) of $12.3 million and $6.4 million, respectively. Included in the total stock-based compensation expense for the first quarter of fiscal 2019 and 2018 was expense of $0.1 million and $0.3 million, respectively, related to stock options granted by a subsidiary in the subsidiary's shares to the subsidiary's employees. For the first quarter of fiscal 2019, we granted 0.8 million restricted stock units at a weighted average grant date price of $36.16 and 0.5 million performance shares at a weighted average grant date price of $35.96.

Performance shares are granted to selected executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. The performance goal for one-third of the target number of performance shares for the three-year performance period ending in fiscal 2019 (the "2019 performance period") is based on our fiscal 2017 EBITDA return on capital, subject to certain adjustments. The fiscal 2017 EBITDA return on capital target, when set, excluded the results of Lamb Weston. The performance goal for the final two-thirds of the target number of performance shares granted for the 2019 performance period is based on our diluted earnings per share ("EPS") compound annual growth rate ("CAGR"), subject to certain adjustments, measured over the two-year period ending in fiscal 2019. In addition, for certain participants, all performance shares for the 2019 performance period are subject to an overarching EPS goal that must be met in each fiscal year of the 2019 performance period before any pay out can be made to such participants on the performance shares.

The performance goals for the three-year performance periods ending in fiscal 2020 and 2021 are based on our diluted EPS CAGR, subject to certain adjustments, measured over the defined performance periods. In addition, for certain participants, all performance shares for the 2020 performance period are subject to an overarching EPS goal that must be met in each fiscal year of the 2020 performance period before any pay out can be made to such participants on the performance shares.

Awards, if earned, will be paid in shares of our common stock. Subject to limited exceptions set forth in the performance share plan, any shares earned will be distributed after the end of the performance period, and only if the participant continues to be employed with the Company through the date of distribution. For awards where performance against the performance target has not been certified, the value of the performance shares is adjusted based upon the market price of our common stock and current forecasted performance against the performance targets at the end of each reporting period and amortized as compensation expense over the vesting period. Forfeitures are accounted for as they occur.

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10. EARNINGS PER SHARE

Basic earnings per share is calculated on the basis of weighted average outstanding shares of common stock. Diluted earnings per share is computed on the basis of basic weighted average outstanding shares of common stock adjusted for the dilutive effect of stock options, restricted stock unit awards, and other dilutive securities.

The following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share:

	Thirteen weeks ended
	August 26, 2018		August 27, 2017
Net income attributable to Conagra Brands, Inc. common stockholders:
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders	$	178.2	$	152.8
Loss from discontinued operations, net of tax, attributable to Conagra Brands, Inc. common stockholders	—		(0.3		)
Net income attributable to Conagra Brands, Inc. common stockholders	$	178.2	$	152.5
Weighted average shares outstanding:
Basic weighted average shares outstanding	391.7		415.1
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities	2.4		4.1
Diluted weighted average shares outstanding	394.1		419.2

For the first quarter of fiscal 2019 and 2018, there were 0.8 million and 1.3 million stock options outstanding, respectively, that were excluded from the computation of diluted weighted average shares because the effect was antidilutive.

11. INVENTORIES

The major classes of inventories were as follows:

	August 26, 2018		May 27, 2018
Raw materials and packaging	$	189.4	$	206.2
Work in process	94.8		92.4
Finished goods	776.6		651.1
Supplies and other	47.7		47.4
Total	$	1,108.5	$	997.1

12. INCOME TAXES

The Tax Cuts and Jobs Act of 2017 ("Tax Act") was enacted into law on December 22, 2017. The changes to U.S. tax law include, but are not limited to, lowering the statutory corporate tax rate from 35% to 21%, eliminating certain deductions, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries, and changing how foreign earnings are subject to U.S. tax. The Tax Act also enhanced and extended through 2026 the option to claim accelerated depreciation deductions on qualified property.

As a result of the Tax Act and in accordance with SEC Staff Accounting Bulletin 118 ("SAB 118"), we recorded provisional tax expense in the fourth quarter of fiscal 2018 related to the deemed repatriation tax and the revaluation of deferred tax assets and liabilities to reflect the new tax rate. We have not made any measurement period adjustments related to these items during the first quarter of fiscal 2019. We continue to gather and analyze additional information needed to complete our accounting for these items and expect to complete our accounting within the one-year measurement period provided by SAB 118. Any adjustment to these amounts during the measurement period will be recorded in income tax expense in the period in which the analysis is complete. The ultimate effect of the Tax Act may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions we have made, as well as any additional regulatory guidance that may be issued.

Beginning in fiscal 2019, the Tax Act created a provision known as global intangible low-tax income ("GILTI") that imposes a tax on certain earnings of foreign subsidiaries. Due to the complexity of the new GILTI tax rules, we are not yet able to reasonably determine the complete effects of the provision. Therefore, we have not yet elected a policy as to whether we will recognize deferred taxes for basis

16

differences expected to reverse or record GILTI as a current period costs when incurred. We have, however, included an estimate of the current GILTI impact in our effective tax rate for fiscal 2019.

Income tax expense from continuing operations for the first quarter of fiscal 2019 and 2018 was $57.4 million and $120.0 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income from continuing operations, inclusive of equity method investment earnings) from continuing operations was 24.4% and 43.9% for the first quarter of fiscal 2019 and 2018, respectively. 

The effective tax rate in the first quarter of fiscal 2019 reflects the following:

• the impact of the Tax Act, including a reduction in the statutory federal income tax rate to 21%, partially offset by the repeal of the deduction for domestic manufacturing activities, changes in deductibility of executive compensation and the effect of the GILTI inclusion,

• the impact of foreign restructuring resulting in a benefit related to undistributed foreign earnings for which the indefinite reinvestment assertion is no longer made,

• additional tax expense on the repatriation of certain foreign earnings,

• additional tax expense on non-deductible facilitative costs associated with the planned acquisition of Pinnacle, and

• an income tax benefit allowed upon the vesting/exercise of employee stock compensation awards by our employees, beyond that which is attributable to the original fair value of the awards upon the date of grant.

The effective tax rate in the first quarter of fiscal 2018 reflects the following:

• additional tax expense related to the repatriation of cash from foreign subsidiaries,

• additional tax expense related to undistributed foreign earnings for which the indefinite reinvestment assertion was no longer made, and

• an income tax benefit allowed upon the vesting/exercise of employee stock compensation awards by our employees, beyond that which is attributable to the original fair value of the awards upon the date of grant.

The amount of gross unrecognized tax benefits for uncertain tax positions was $33.0 million as of August 26, 2018 and $32.5 million as of May 27, 2018. There were no balances included as of either August 26, 2018 or May 27, 2018, for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The gross unrecognized tax benefits excluded related liabilities for gross interest and penalties of $7.9 million and $7.7 million as of August 26, 2018 and May 27, 2018, respectively.

The net amount of unrecognized tax benefits at August 26, 2018 and May 27, 2018 that, if recognized, would impact the Company's effective tax rate was $28.2 million and $27.8 million, respectively. Included in those amounts is $6.7 million that would be reported in discontinued operations. Recognition of these tax benefits would have a favorable impact on the Company's effective tax rate.

We estimate that it is reasonably possible that the amount of gross unrecognized tax benefits will decrease by up to $15.3 million over the next twelve months due to various federal, state, and foreign audit settlements and the expiration of statutes of limitations.

As of August 26, 2018 and May 27, 2018, we had a deferred tax asset of $721.6 million that was generated from the capital loss realized on the sale of the Private Brands operations with corresponding valuation allowances of $721.6 million to reflect the uncertainty regarding the ultimate realization of the tax asset.

We have not provided any deferred taxes on undistributed earnings of our foreign subsidiaries. Deferred taxes will be provided for earnings of non-U.S. affiliates and associated companies when we determine that such earnings are no longer indefinitely reinvested and will result in a tax liability upon distribution.

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13. CONTINGENCIES

Litigation Matters

We are a party to certain litigation matters relating to our acquisition of Beatrice Company ("Beatrice") in fiscal 1991, including litigation proceedings related to businesses divested by Beatrice prior to our acquisition of the company. These proceedings include suits against a number of lead paint and pigment manufacturers, including ConAgra Grocery Products Company, LLC, a wholly owned subsidiary of the Company ("ConAgra Grocery Products") as alleged successor to W. P. Fuller & Co., a lead paint and pigment manufacturer owned and operated by a predecessor to Beatrice from 1962 until 1967. These lawsuits generally seek damages for personal injury, property damage, economic loss, and governmental expenditures allegedly caused by the use of lead-based paint, and/or injunctive relief for inspection and abatement. Although decisions favorable to us have been rendered in Rhode Island, New Jersey, Wisconsin, and Ohio, we remain a defendant in active suits in Illinois and California. ConAgra Grocery Products has denied liability in both suits, both on the merits of the claims and on the basis that we do not believe it to be the successor to any liability attributable to W. P. Fuller & Co. The California suit is discussed in the following paragraph. The Illinois suit seeks class-wide relief for reimbursement of costs associated with the testing of lead levels in blood. We do not believe it is probable that we have incurred any liability with respect to the Illinois case, nor is it possible to estimate any potential exposure.

In California, a number of cities and counties joined in a consolidated action seeking abatement of an alleged public nuisance in the form of lead-based paint potentially present on the interior of residences, regardless of its condition. On September 23, 2013, a trial of the California case concluded in the Superior Court of California for the County of Santa Clara, and on January 27, 2014, the court entered a judgment (the "Judgment") against ConAgra Grocery Products and two other defendants ordering the creation of a California abatement fund in the amount of $1.15 billion. Liability is joint and several. The Company appealed the Judgment, and on November 14, 2017 the California Court of Appeal for the Sixth Appellate District reversed in part, holding that the defendants were not liable to pay for abatement of homes built after 1950, but affirmed the Judgment as to homes built before 1951. The Court of Appeal remanded the case to the trial court with directions to recalculate the amount of the abatement fund estimated to be necessary to cover the cost of remediating pre-1951 homes, and to hold an evidentiary hearing regarding appointment of a suitable receiver. ConAgra Grocery Products and the other defendants petitioned the California Supreme Court for review of the decision, which we believe to be an unprecedented expansion of current California law. On February 14, 2018, the California Supreme Court denied the petition and declined to review the merits of the case, and the case was remanded to the trial court for further proceedings. ConAgra Grocery Products and the other defendants have sought further review of certain issues from the Supreme Court of the United States, although further appeal is discretionary and may not be granted. Further proceedings in the trial court may not be stayed pending the outcome of any further appeal. In light of the decision rendered by the California Appellate Court on November 14, 2017, and the California Supreme Court's decision on February 14, 2018 not to review the Appellate Court's decision, we have concluded that the liability has likely become probable as contemplated by Accounting Standards Codification Topic 450. On September 4, 2018, the trial court recalculated its estimate of the amount needed to remediate pre-1951 homes in the plaintiff jurisdictions to be $409.0 million. However, uncertainties remain which make it difficult to estimate the ultimate potential liability, including (i) although liability is joint and several, it is unknown what amount each defendant may ultimately be required to pay or how allocation among the defendants (and other potentially responsible parties such as property owners who may have violated the applicable housing codes) will be determined; (ii) according to the trial court's original order, participation in the abatement program by eligible homeowners is voluntary and it is unknown what percentage of eligible homeowners will choose to participate or how such claims will be administered; (iii) the trial court's original order required that any amounts paid by the defendants into the fund that were not spent within four years would be returned to the defendants, and it is unknown whether this feature of the fund will be retained or, if it is retained, how much will be spent during that time period; and (iv) defendants will have a new right to appeal any new aspects of the judgment entered by the trial court upon remand, although it is unknown whether the court would stay execution of any new judgment while a subsequent appeal is pending.

While the ultimate amount of any loss and timing of payments related thereto remain uncertain and could change as further information is obtained, we have accrued $136.0 million, within other accrued liabilities, for this matter as of August 26, 2018. The extent of insurance coverage is uncertain and the Company's carriers are on notice; however, any possible insurance recovery has not been considered for purposes of determining our liability. We cannot assure that the final resolution of these matters will not have a material adverse effect on our financial condition, results of operations, or liquidity.

In June 2009, an accidental explosion occurred at our manufacturing facility in Garner, North Carolina. This facility was the primary production facility for our Slim Jim^® branded meat snacks. In June 2009, the U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives announced its determination that the explosion was the result of an accidental natural gas release and not a deliberate act. During the fourth quarter of fiscal 2011, we settled our property and business interruption claims related to the Garner accident with our insurance providers. During the fourth quarter of fiscal 2011, Jacobs Engineering Group Inc. ("Jacobs"), our engineer and project manager at the site, filed a declaratory judgment action against us seeking indemnity for personal injury claims brought against it as a result of the accident. During the first quarter of fiscal 2012, our motion for summary judgment was granted and the suit was dismissed without prejudice on the basis that the suit was filed prematurely. In the third quarter of fiscal 2014, Jacobs refiled its action seeking indemnity. On March 25, 2016, a Douglas County jury in Nebraska rendered a verdict in favor of Jacobs and against us in the amount of $108.9

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million plus post-judgment interest. We filed our Notice of Appeal in September 2016, and the appeal was heard by the Nebraska Supreme Court in November 2017. On September 14, 2018, the Nebraska Supreme Court affirmed the jury verdict and the rulings of the trial court. Although our insurance carriers have provided customary notices of reservation of their rights under the policies of insurance, we expect the exposure in this case to be limited to the applicable insurance deductible.

We are party to a number of putative class action lawsuits challenging various product claims made in the Company's product labeling. These matters include Briseno v. ConAgra Foods, Inc., in which it is alleged that the labeling for Wesson^® oils as 100% natural is false and misleading because the oils contain genetically modified plants and organisms. In February 2015, the U.S. District Court for the Central District of California granted class certification to permit plaintiffs to pursue state law claims. The Company appealed to the United States Court of Appeals for the Ninth Circuit, which affirmed class certification in January 2017. The Supreme Court of the United States declined to review the decision and the case has been remanded to the trial court for further proceedings. While we cannot predict with certainty the results of this or any other legal proceeding, we do not expect this matter to have a material adverse effect on our financial condition, results of operations, or business.

We are party to matters challenging the Company's wage and hour practices. These matters include a number of putative class actions consolidated under the caption Negrete v. ConAgra Foods, Inc., et al, pending in the U.S. District Court for the Central District of California, in which the plaintiffs allege a pattern of violations of California and/or federal law at several current and former Company manufacturing facilities across the State of California. While we cannot predict with certainty the results of this or any other legal proceeding, we do not expect this matter to have a material adverse effect on our financial condition, results of operations, or business.

Litigation Related to the Merger

We are involved in certain litigation matters in connection with our planned acquisition of Pinnacle (see Note 2). On August 7, 2018, a purported stockholder of Pinnacle filed a complaint in a putative class action in the United States District Court for the District of New Jersey, captioned Alexander Rasmussen v. Pinnacle Foods Inc. et al., Case No. 2:18-cv-12501. On August 9, 2018, a purported stockholder of Pinnacle filed a complaint in a putative class action in the United States District Court for the District of New Jersey, captioned Robert H. Paquette v. Pinnacle Foods Inc. et al., Case No. 2:18-cv-12578. On August 9, 2018, a purported stockholder of Pinnacle filed a complaint in a putative class action in the United States District Court for the District of New Jersey, captioned Wesley Lindquist v. Pinnacle Foods Inc. et al., Case No. 2:18-cv-12610. The Rasmussen Action, the Paquette Action, and the Lindquist Action allege that Pinnacle's preliminary proxy statement, filed with the SEC on July 25, 2018, omits material information with respect to the merger, rendering it false and misleading and thus that Pinnacle and the directors of Pinnacle violated Section 14(a) of the Exchange Act as well as Rule 14a-9 under the Exchange Act. The Rasmussen Action, the Paquette Action, and the Lindquist Action further allege that the directors of Pinnacle violated Section 20(a) of the Exchange Act. The Rasmussen Action and the Paquette Action seek, among other things, to enjoin the transactions contemplated by the merger agreement unless Pinnacle discloses the allegedly material information that was allegedly omitted from the proxy statement, an award of damages and an award of attorneys' fees and expenses. The Lindquist Action seeks, among other things, to enjoin the transactions contemplated by the merger agreement unless Pinnacle discloses the allegedly material information that was allegedly omitted from the proxy statement, an award of rescissory damages should the merger be consummated, including pre-judgment and post-judgment interest, and an award of attorneys' fees and expenses.

On August 15, 2018, a purported stockholder of Pinnacle filed a complaint in a putative class action in the Court of Chancery of the State of Delaware, captioned Jordan Rosenblatt v. Pinnacle Foods Inc. et al., Case No. 2018-0605. The Rosenblatt Action alleges that the directors of Pinnacle breached their fiduciary duty of disclosure by filing a preliminary proxy statement that contained materially incomplete and misleading information. The Rosenblatt Action further alleges that Pinnacle, Conagra, and Patriot Merger Sub Inc., a wholly-owned subsidiary of Conagra ("Merger Sub"), aided and abetted the directors' alleged breach of fiduciary duty. The Rosenblatt Action seeks, among other things, to enjoin the transactions contemplated by the merger agreement, rescission of the merger or an award of rescissory damages should the merger be consummated, an award of damages and an award of attorneys' fees and expenses. Conagra and Merger Sub believe the Rosenblatt Action is without merit and intend to vigorously defend it.

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Environmental Matters

We are a party to certain environmental proceedings relating to our acquisition of Beatrice in fiscal 1991. Such proceedings include proceedings related to businesses divested by Beatrice prior to our acquisition of Beatrice. The current environmental proceedings associated with Beatrice include litigation and administrative proceedings involving Beatrice's possible status as a potentially responsible party at approximately 40 Superfund, proposed Superfund, or state-equivalent sites (the "Beatrice sites"). These sites involve locations previously owned or operated by predecessors of Beatrice that used or produced petroleum, pesticides, fertilizers, dyes, inks, solvents, PCBs, acids, lead, sulfur, tannery wastes, and/or other contaminants. Reserves for these Beatrice environmental proceedings have been established based on our best estimate of the undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required clean-up, the known volumetric contribution of Beatrice and other potentially responsible parties, and its experience in remediating sites. The accrual for Beatrice-related environmental matters totaled $53.6 million as of August 26, 2018, a majority of which relates to the Superfund and state-equivalent sites referenced above. During the third quarter of fiscal 2017, a final Remedial Investigation/Feasibility Study was submitted for the Southwest Properties portion of the Wells G&H Superfund site, which is one of the Beatrice sites. The U.S. Environmental Protection Agency (the "EPA") issued a Record of Decision (the "ROD") for the Southwest Properties portion of the site on September 29, 2017, and has entered into negotiations with potentially responsible parties to determine final responsibility for implementing the ROD.

Guarantees and Other Contingencies

In certain limited situations, we guarantee obligations of the Lamb Weston business pursuant to guarantee arrangements that existed prior to the Spinoff and remained in place following completion of the Spinoff until such guarantee obligations are substituted for guarantees issued by Lamb Weston. Such guarantee arrangements are described below. Pursuant to the Separation and Distribution Agreement, dated as of November 8, 2016 (the "Separation Agreement"), between us and Lamb Weston, these guarantee arrangements are deemed liabilities of Lamb Weston that were transferred to Lamb Weston as part of the Spinoff. Accordingly, in the event that we are required to make any payments as a result of these guarantee arrangements, Lamb Weston is obligated to indemnify us for any such liability, reduced by any insurance proceeds received by us, in accordance with the terms of the indemnification provisions under the Separation Agreement.

Lamb Weston is a party to a warehouse services agreement with a third-party warehouse provider through July 2035. Under this agreement, Lamb Weston is required to make payments for warehouse services based on the quantity of goods stored and other service factors. We have guaranteed the warehouse provider that we will make the payments required under the agreement in the event that Lamb Weston fails to perform. Minimum payments of $1.5 million per month are required under this agreement. It is not possible to determine the maximum amount of the payment obligations under this agreement. Upon completion of the Spinoff, we recognized a liability for the estimated fair value of this guarantee. As of August 26, 2018, the amount of this guarantee, recorded in other noncurrent liabilities, was $27.7 million.

Lamb Weston is a party to an agricultural sublease agreement with a third party for certain farmland through 2020 (subject, at Lamb Weston's option, to extension for two additional five-year periods). Under the terms of the sublease agreement, Lamb Weston is required to make certain rental payments to the sublessor. We have guaranteed the sublessor Lamb Weston's performance and the payment of all amounts (including indemnification obligations) owed by Lamb Weston under the sublease agreement, up to a maximum of $75.0 million. We believe the farmland associated with this sublease agreement is readily marketable for lease to other area farming operators. As such, we believe that any financial exposure to the company, in the event that we were required to perform under the guaranty, would be largely mitigated.

We lease a certain office building from an entity that we have determined to be a variable interest entity. The lease agreement with this entity includes a fixed-price purchase option for the asset being leased. The lease agreement also contains a contingent put option (the "lease put option") that allows the lessor to require us to purchase the building at the greater of original construction cost, or fair market value, without a lease agreement in place (the "put price") in certain limited circumstances. As a result of substantial impairment charges related to our divested Private Brands operations, this lease put option became exercisable. We are amortizing the difference between the put price and the estimated fair value (without a lease agreement in place) of the property over the remaining lease term within SG&A expenses. As of August 26, 2018 and May 27, 2018, the estimated amount by which the put option price exceeded the estimated fair value of the property was $8.2 million, of which we had accrued $1.3 million and $1.2 million, respectively. This lease is accounted for as an operating lease, and accordingly, there are no material assets and liabilities, other than the accrued portion of the put price, associated with this entity included in the Condensed Consolidated Balance Sheets. We have determined that we do not have the power to direct the activities that most significantly impact the economic performance of this entity. In making this determination, we have considered, among other items, the terms of the lease agreement, the expected remaining useful life of the asset leased, and the capital structure of the lessor entity.

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General

After taking into account liabilities recognized for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on our financial condition, results of operations, or liquidity; however, it is reasonably possible that a change of the estimates of any of the foregoing matters may occur in the future and, as noted, the lead paint matter could result in a material final judgment which could have a material adverse effect on our financial condition, results of operations, or liquidity.

Costs of legal services associated with the foregoing matters are recognized in earnings as services are provided.

14. PENSION AND POSTRETIREMENT BENEFITS

We have defined benefit retirement plans ("plans") for eligible salaried and hourly employees. Benefits are based on years of credited service and average compensation or stated amounts for each year of service. We also sponsor postretirement plans which provide certain medical and dental benefits ("other postretirement benefits") to qualifying U.S. employees.

Components of pension benefit and other postretirement benefit costs are:

	Pension Benefits
	Thirteen weeks ended
	August 26, 2018			August 27, 2017
Service cost	$	2.7		$	12.7
Interest cost	32.0			28.2
Expected return on plan assets	(42.3		)	(54.2		)
Amortization of prior service cost	0.7			0.7
Benefit cost (benefit) — Company plans	(6.9		)	(12.6		)
Pension benefit cost — multi-employer plans	1.7			1.5
Total benefit cost (benefit)	$	(5.2	)	$	(11.1	)

	Postretirement Benefits
	Thirteen weeks ended
	August 26, 2018			August 27, 2017
Service cost	$	0.1		$	—
Interest cost	0.9			0.9
Amortization of prior service benefit	(0.5		)	(0.8		)
Recognized net actuarial gain	(0.4		)	—
Curtailment gain	(0.6		)	—
Total cost (benefit)	$	(0.5	)	$	0.1

The Company uses a split discount rate (spot-rate approach) for the U.S. plans and certain foreign plans. The spot-rate approach applies separate discount rates for each projected benefit payment in the calculation of pension service and interest cost.

The weighted-average discount rates for service and interest costs under the spot-rate approach used for pension benefit cost in fiscal 2019 were 4.21% and 3.83%.

During the first quarter of fiscal 2019, we contributed $4.2 million to our pension plans and contributed $2.6 million to our other postretirement plans. Based upon the current funded status of the plans and the current interest rate environment, we anticipate making further contributions of approximately $10.3 million to our pension plans for the remainder of fiscal 2019. We anticipate making further contributions of approximately $13.6 million to our other postretirement plans during the remainder of fiscal 2019. These estimates are based on ERISA guidelines, current tax laws, plan asset performance, and liability assumptions, which are subject to change.

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15. STOCKHOLDERS' EQUITY

The following table presents a reconciliation of our stockholders' equity accounts for the thirteen weeks endedAugust 26, 2018:

	Conagra Brands, Inc. Stockholders' Equity
	Common Shares	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Noncontrolling Interests			Total Equity
Balance at May 27, 2018	567.9	$	2,839.7	$	1,180.0		$	4,744.9		$	(110.5	)	$	(4,977.9	)	$	80.4		$	3,756.6
Stock option and incentive plans				(14.1		)	0.5						23.3			0.1			9.8
Adoption of ASU 2016-01							0.6			(0.6		)							—
Adoption of ASU 2014-09							0.5												0.5
Currency translation adjustment, net										(0.7		)				(2.3		)	(3.0		)
Derivative adjustment, net										(43.4		)							(43.4		)
Activities of noncontrolling interests				(0.3		)										0.3			—
Pension and postretirement healthcare benefits										(0.5		)							(0.5		)
Dividends declared on common stock; $0.2125 per share							(83.2		)										(83.2		)
Net income attributable to Conagra Brands, Inc.							178.2												178.2
Balance at August 26, 2018	567.9	$	2,839.7	$	1,165.6		$	4,841.5		$	(155.7	)	$	(4,954.6	)	$	78.5		$	3,815.0

16. FAIR VALUE MEASUREMENTS

FASB guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows:

Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities,

Level 2 — Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, and

Level 3 — Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability.

The fair values of our Level 2 derivative instruments were primarily determined using valuation models that use market observable inputs including interest rate curves and both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 mainly represent commodity and foreign currency option and forward contracts and deal-contingent forward starting interest rate swap contracts. The probability assessment of the Pinnacle acquisition and certain other inputs were not significant in determining the fair value of the deal-contingent forward starting interest rate swap contracts.

The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of August 26, 2018:

	Level 1		Level 2		Level 3		Net Value
Assets:
Derivative assets	$	2.6	$	1.8	$	—	$	4.4
Equity securities	5.1		—		—		5.1
Total assets	$	7.7	$	1.8	$	—	$	9.5
Liabilities:
Derivative liabilities	$	—	$	58.6	$	—	$	58.6
Deferred compensation liabilities	56.4		—		—		56.4
Total liabilities	$	56.4	$	58.6	$	—	$	115.0

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The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of May 27, 2018:

	Level 1		Level 2		Level 3		Net Value
Assets:
Derivative assets	$	1.7	$	2.7	$	—	$	4.4
Equity securities	4.8		—		—		4.8
Total assets	$	6.5	$	2.7	$	—	$	9.2
Liabilities:
Derivative liabilities	$	—	$	0.1	$	—	$	0.1
Deferred compensation liabilities	51.6		—		—		51.6
Total liabilities	$	51.6	$	0.1	$	—	$	51.7

Certain assets and liabilities, including long-lived assets, goodwill, and equity investments, are measured at fair value on a nonrecurring basis.

In the first quarter of fiscal 2018, a charge of $4.7 million was recognized in the Corporate segment for the impairment of certain long-lived assets. The impairment was measured based upon the estimated sales price of the assets.

The carrying amount of long-term debt (including current installments) was $3.54 billion as of August 26, 2018 and May 27, 2018. Based on current market rates, the fair value of this debt (level 2 liabilities) at August 26, 2018 and May 27, 2018, was estimated at $3.73 billion and $3.76 billion, respectively.

17. BUSINESS SEGMENTS AND RELATED INFORMATION

We reflect our results of operations in four reporting segments: Grocery & Snacks, Refrigerated & Frozen, International, and Foodservice.

The Grocery & Snacks reporting segment principally includes branded, shelf-stable food products sold in various retail channels in the United States.

The Refrigerated & Frozen reporting segment includes branded, temperature-controlled food products sold in various retail channels in the United States.

The International reporting segment principally includes branded food products, in various temperature states, sold in various retail and foodservice channels outside of the United States.

The Foodservice reporting segment includes branded and customized food products, including meals, entrees, sauces and a variety of custom-manufactured culinary products packaged for sale to restaurants and other foodservice establishments primarily in the United States.

We do not aggregate operating segments when determining our reporting segments.

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Intersegment sales have been recorded at amounts approximating market. Operating profit for each of the segments is based on net sales less all identifiable operating expenses. General corporate expense, net interest expense, and income taxes have been excluded from segment operations.

	Thirteen Weeks Ended
	August 26, 2018			August 27, 2017
Net sales
Grocery & Snacks	$	771.1		$	745.8
Refrigerated & Frozen	635.2			615.7
International	193.8			190.9
Foodservice	234.3			251.8
Total net sales	$	1,834.4		$	1,804.2
Operating profit
Grocery & Snacks	$	178.7		$	176.2
Refrigerated & Frozen	95.5			101.9
International	37.3			18.9
Foodservice	27.5			23.2
Total operating profit	$	339.0		$	320.2
Equity method investment earnings	16.2			30.0
General corporate expense	80.8			60.8
Pension and postretirement non-service income	(10.2		)	(20.6		)
Interest expense, net	49.0			36.4
Income tax expense	57.4			120.0
Income from continuing operations	$	178.2		$	153.6
Less: Net income attributable to noncontrolling interests of continuing operations	—			0.8
Income from continuing operations attributable to Conagra Brands, Inc.	$	178.2		$	152.8

The following table presents further disaggregation of our net sales:

	Thirteen Weeks Ended
	August 26, 2018		August 27, 2017
Snacks	$	291.4	$	257.5
Other shelf-stable	479.7		488.3
Frozen	463.5		432.3
Refrigerated	171.7		183.4
International	193.8		190.9
Foodservice	234.3		251.8
Total net sales	$	1,834.4	$	1,804.2

Presentation of Derivative Gains (Losses) for Economic Hedges of Forecasted Cash Flows in Segment Results

Derivatives used to manage commodity price risk and foreign currency risk are not designated for hedge accounting treatment. We believe these derivatives provide economic hedges of certain forecasted transactions. As such, these derivatives are recognized at fair market value with realized and unrealized gains and losses recognized in general corporate expenses. The gains and losses are subsequently recognized in the operating results of the reporting segments in the period in which the underlying transaction being economically hedged is included in earnings. In the event that management determines a particular derivative entered into as an economic hedge of a forecasted commodity purchase has ceased to function as an economic hedge, we cease recognizing further gains and losses on such derivatives in corporate expense and begin recognizing such gains and losses within segment operating results, immediately.

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The following table presents the net derivative gains (losses) from economic hedges of forecasted commodity consumption and the foreign currency risk of certain forecasted transactions, under this methodology:

	Thirteen Weeks Ended
	August 26, 2018			August 27, 2017
Gross derivative losses incurred	$	(6.5	)	$	(7.4	)
Less: Net derivative losses allocated to reporting segments	(0.1		)	(1.4		)
Net derivative losses recognized in general corporate expenses	$	(6.4	)	$	(6.0	)
Net derivative losses allocated to Grocery & Snacks	$	(0.2	)	$	(0.6	)
Net derivative losses allocated to Refrigerated & Frozen	(0.1		)	—
Net derivative gains (losses) allocated to International	0.3			(0.7		)
Net derivative losses allocated to Foodservice	(0.1		)	(0.1		)
Net derivative losses included in segment operating profit	$	(0.1	)	$	(1.4	)

As of August 26, 2018, the cumulative amount of net derivative losses from economic hedges that had been recognized in general corporate expenses and not yet allocated to reporting segments was $3.2 million. This amount reflected net losses of $6.2 million incurred during the thirteen weeks endedAugust 26, 2018 and net gains of $3.0 million incurred prior to fiscal 2019. Based on our forecasts of the timing of recognition of the underlying hedged items, we expect to reclassify to segment operating results losses of $2.5 million in fiscal 2019 and losses of $0.7 million in fiscal 2020 and thereafter.

Assets by Segment

The majority of our manufacturing assets are shared across multiple reporting segments. Output from these facilities used by each reporting segment can change over time. Also, working capital balances are not tracked by reporting segment. Therefore, it is impracticable to allocate those assets to the reporting segments, as well as disclose total assets by segment. Total depreciation expense was $55.4 million and $56.1 million for the first quarter of fiscal 2019 and 2018, respectively.

Other Information

Our operations are principally in the United States. With respect to operations outside of the United States, no single foreign country or geographic region was significant with respect to consolidated operations for the first quarter of fiscal 2019 and 2018. Foreign net sales, including sales by domestic segments to customers located outside of the United States, were approximately $211.9 million and $207.7 million in the first quarter of fiscal 2019 and 2018, respectively. Our long-lived assets located outside of the United States are not significant.

Our largest customer, Walmart, Inc. and its affiliates, accounted for approximately 25% and 24% of consolidated net sales in the first quarter of fiscal 2019 and 2018, respectively, primarily in the Grocery & Snacks and Refrigerated & Frozen segments.

Walmart, Inc. and its affiliates accounted for approximately 27% and 25% of consolidated net receivables as of August 26, 2018 and May 27, 2018, respectively.

We offer certain suppliers access to a third-party service that allows them to view our scheduled payments online. The third-party service also allows suppliers to finance advances on our scheduled payments at the sole discretion of the supplier and the third party. We have no economic interest in these financing arrangements and no direct relationship with the suppliers, the third party, or any financial institutions concerning this service. All of our accounts payable remain as obligations to our suppliers as stated in our supplier agreements. As of August 26, 2018, $102.7 million of our total accounts payable is payable to suppliers who utilize this third-party service.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

The information contained in this report includes forward-looking statements within the meaning of the federal securities laws. Examples of forward-looking statements include statements regarding our expected future financial performance or position, results of operations, business strategy, plans and objectives of management for future operations, and other statements that are not historical facts. You can identify forward-looking statements by their use of forward-looking words, such as "may", "will", "anticipate", "expect", "believe", "estimate", "intend", "plan", "should", "seek", or comparable terms.

Readers of this report should understand that these forward-looking statements are not guarantees of performance or results. Forward-looking statements provide our current expectations and beliefs concerning future events and are subject to risks, uncertainties, and factors relating to our business and operations, all of which are difficult to predict and could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements. Such risks, uncertainties, and factors include, among other things: the failure to obtain Pinnacle Foods Inc. ("Pinnacle") shareholder approval of the merger agreement; the possibility that the closing conditions to the planned acquisition of Pinnacle may not be satisfied or waived; delay in closing the planned acquisition of Pinnacle or the possibility of non-consummation of the planned acquisition; the risk that the cost savings and any other synergies from the planned acquisition of Pinnacle may not be fully realized or may take longer to realize than expected, including that the planned acquisition may not be accretive within the expected timeframe or to the extent anticipated; the occurrence of any event that could give rise to termination of the merger agreement; the risk that shareholder litigation in connection with the planned acquisition of Pinnacle may affect the timing or occurrence of the planned acquisition or result in significant costs of defense, indemnification, and liability; risks related to the disruption of the planned acquisition of Pinnacle to us and our management; the effect of the announcement of the planned acquisition of Pinnacle on our ability to retain and hire key personnel and maintain relationships with customers, suppliers, and other third parties; our ability to achieve the intended benefits of recent and pending acquisitions and divestitures, including the recent spin-off of our Lamb Weston business; the continued evaluation of the role of our Wesson^® oil business; general economic and industry conditions; our ability to successfully execute our long-term value creation strategy; our ability to access capital on acceptable terms or at all; our ability to execute our operating and restructuring plans and achieve our targeted operating efficiencies from cost-saving initiatives and to benefit from trade optimization programs; the effectiveness of our hedging activities and our ability to respond to volatility in commodities; the competitive environment and related market conditions; our ability to respond to changing consumer preferences and the success of our innovation and marketing investments; the ultimate impact of any product recalls and litigation, including litigation related to the lead paint and pigment matters; actions of governments and regulatory factors affecting our businesses, including the ultimate impact of recently enacted U.S. tax legislation and related regulations or interpretations; the availability and prices of raw materials, including any negative effects caused by inflation or weather conditions; risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges; and other risks described in our reports filed from time to time with the Securities and Exchange Commission (the "SEC"). We caution readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no responsibility to update these statements, except as required by law.

The discussion that follows should be read together with the unaudited Condensed Consolidated Financial Statements and related notes contained in this report and with the financial statements, related notes, and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended May 27, 2018 and subsequent filings with the SEC. Results for the first quarter of fiscal 2019 are not necessarily indicative of results that may be attained in the future.

Fiscal 2019First Quarter Executive Overview

Conagra Brands, Inc. (the "Company", "we", "us", or "our"), headquartered in Chicago, is one of North America's leading branded food companies. Guided by an entrepreneurial spirit, the Company combines a rich heritage of making great food with a sharpened focus on innovation. The Company's portfolio is evolving to satisfy people's changing food preferences. Its iconic brands such as Marie Callender's^®, Reddi-wip^®, Hunt's^®, Healthy Choice^®, Slim Jim^®, Orville Redenbacher's^®, as well as emerging brands, including Alexia^®, Angie's^® BOOMCHICKAPOP^®, Blake's^®, Duke's^®, and Frontera^®, offer choices for every occasion.

On June 26, 2018, we entered into a definitive merger agreement (the "Merger Agreement") with Pinnacle and Patriot Merger Sub Inc., our wholly-owned subsidiary ("Merger Sub"). The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Pinnacle, with Pinnacle continuing as the surviving corporation (the "Merger"). As a result of the Merger, Merger Sub will cease to exist, and Pinnacle will survive as our wholly-owned subsidiary.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of Pinnacle common stock issued and outstanding immediately prior to the effective time (other than shares as to which dissenter's rights have been properly exercised and certain other excluded shares) will be converted into the right to receive (i) $43.11 in cash and (ii) 0.6494 shares of our common stock, with cash payable in lieu of fractional shares of our common stock. The implied price of $68.00 per Pinnacle share is based on the volume-weighted average price of our stock for the five days ended June 21, 2018.

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We secured $9.0 billion in fully committed bridge financing from affiliates of Goldman Sachs Group, Inc. in connection with the planned acquisition of Pinnacle. The commitments under the committed bridge financing were subsequently reduced by the amounts of a term loan agreement we entered into during the first quarter of fiscal 2019 with a syndicate of financial institutions providing for term loans to us in an aggregate principal amount of up to $1.3 billion. The funding under the term loan agreement is anticipated to occur simultaneously with the closing date of the acquisition. In connection with the Merger, we expect to incur up to $8.3 billion of long-term debt (which includes any funding under the new term loan agreement), including for the payment of the cash portion of the Merger consideration, the repayment of Pinnacle debt, the refinancing of certain Conagra debt, and the payment of related fees and expenses. The permanent financing is also expected to include approximately $600 million of incremental cash proceeds from the issuance of equity and/or divestitures.

The planned acquisition of Pinnacle is expected to close by the end of October 2018 and is subject to the satisfaction of customary closing conditions, including (i) the adoption of the Merger Agreement by the affirmative vote of the holders of at least a majority of all outstanding Pinnacle common stock and (ii) there being no law or order that restrains, enjoins, or otherwise prohibits the consummation of the planned acquisition or the issuance of our common stock in connection with the planned acquisition. The obligation of each of us and Pinnacle to consummate the planned acquisition is also conditioned on the other party's representations and warranties being true and correct (subject to certain materiality exceptions) and the other party having performed, in all material respects, its obligations under the Merger Agreement. The closing of the planned acquisition is not subject to a financing condition.

On December 22, 2017, the 2017 U.S. Tax Cuts and Jobs Act (the "Tax Act") was signed into law. The Tax Act reduced tax rates and modified certain policies, credits, and deductions and has certain international tax consequences. The Tax Act reduced the federal corporate tax rate from a maximum of 35% to a flat 21% rate. The Tax Act's corporate rate reduction became effective January 1, 2018, in the middle of our third quarter of fiscal 2018. Given our off-calendar fiscal year-end, our fiscal 2018 federal statutory tax rate was a blended rate. Our federal statutory rate is 21% in fiscal 2019.

In the first quarter of fiscal 2019, results reflected a slight increase in net sales, including the impact of recent acquisitions, with organic (excludes the impact of foreign exchange and divested businesses, as well as acquisitions until the anniversary date of the acquisition) increases in our Grocery & Snacks, Refrigerated & Frozen, and International operating segments, in each case compared to the first quarter of fiscal 2018. Organic net sales increased in our Foodservice operating segment excluding the impact of the sale of the Trenton production facility. Overall gross margin declined slightly primarily due to higher-than-anticipated inflation, including transportation costs, and increased investments to drive brand saliency, enhanced distribution, and consumer trial of new innovation. Overall segment operating profit increased primarily due to the impact of the adoption of ASU 2014-09, Revenue from Contracts with Customers ("Topic 606"), and a gain on the divestiture of our Del Monte^®Canada business. The increase in segment operating performance was offset by higher corporate expenses, a decrease in equity method investment earnings, and higher interest expense, in each case compared to the first quarter of fiscal 2018. Income tax expense was lower compared to the first quarter of fiscal 2018.

Diluted earnings per share in the first quarter of fiscal 2019 were $0.45. Diluted earnings per share in the first quarter of fiscal 2018 were $0.36. Diluted earnings per share were affected by fewer shares outstanding in the first quarter of fiscal 2019 compared to the first quarter of fiscal 2018, the impact of the Tax Act, and several significant items affect the comparability of year-over-year results of continuing operations (see "Items Impacting Comparability" below).

Items Impacting Comparability

Segment presentation of gains and losses from derivatives used for economic hedging of anticipated commodity input costs and economic hedging of foreign currency exchange rate risks of anticipated transactions is discussed in the segment review below.

Items of note impacting comparability for the first quarter of fiscal 2019 included the following:

• charges totaling $16.6 million ($14.3 million after-tax) associated with costs incurred for acquisitions and planned divestitures,

• charges totaling $4.3 million ($3.2 million after-tax) associated with costs incurred for integration activities related to the planned acquisition of Pinnacle,

• a gain of $13.3 million ($9.7 million after-tax) from the sale of the Del Monte^®Canada business, and

• an income tax benefit of $4.8 million associated with a release of a Mexican tax reserve.

Items of note impacting comparability for the first quarter of fiscal 2018 included the following:

• charges totaling $11.4 million ($7.3 million after-tax) in connection with our SCAE Plan (as defined below) and

• an income tax charge of $27.8 million associated with the planned repatriation of cash from foreign subsidiaries and the tax expense related to the earnings of foreign subsidiaries previously deemed to be permanently invested.

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Acquisitions

On June 26, 2018, we entered into the Merger Agreement with Pinnacle under which we will acquire all outstanding shares of Pinnacle common stock in a cash and stock transaction valued at approximately $10.9 billion, including Pinnacle's outstanding net debt. Under the terms of the Merger Agreement, Pinnacle shareholders will receive $43.11 per share in cash and 0.6494 shares of our common stock for each share of Pinnacle common stock held. The planned acquisition is expected to close by the end of October 2018 and remains subject to the approval of Pinnacle shareholders and the satisfaction of other customary closing conditions.

In February 2018, we acquired the Sandwich Bros. of Wisconsin^® business, maker of frozen breakfast and entree flatbread pocket sandwiches, for a cash purchase price of $87.3 million, net of cash acquired. Approximately $57.8 million has been classified as goodwill, and $9.7 million and $7.1 million have been classified as non-amortizing and amortizing intangible assets, respectively. The amount of goodwill allocated is deductible for tax purposes. The business is included in the Refrigerated & Frozen segment.

In October 2017, we acquired Angie's Artisan Treats, LLC, maker of Angie's^®BOOMCHICKAPOP^® ready-to-eat popcorn, for a cash purchase price of $249.8 million, net of cash acquired. Approximately $155.1 million has been classified as goodwill, of which $95.4 million is deductible for income tax purposes. Approximately $73.8 million and $10.3 million of the purchase price have been allocated to non-amortizing and amortizing intangible assets, respectively. The business is primarily included in the Grocery & Snacks segment.

Divestitures

During the first quarter of fiscal 2019, we completed the sale of our Del Monte^®processedfruit and vegetable business in Canada for combined proceeds of $39.9 million Canadian dollars, which was approximately $30.3 million U.S. dollars at the exchange rate on the date of close. The final proceeds are subject to working capital adjustments. The results of operations of Del Monte^® are included in our International segment.

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"). In the fourth quarter of fiscal 2018, Conagra Brands and Smucker terminated the agreement. This outcome followed the decision of the Federal Trade Commission, announced on March 5, 2018, to challenge the pending sale. The Company is still actively marketing the Wesson^® oil business and expects to sell it within the next twelve months.

Restructuring Plans

In May 2013, we announced the Supply Chain and Administrative Efficiency Plan (the "SCAE Plan"), our plan to integrate and restructure the operations of our Private Brands business, improve selling, general and administrative ("SG&A") effectiveness and efficiencies, and optimize our supply chain network, manufacturing assets, dry distribution centers, and mixing centers. In fiscal 2016, we announced plans to realize efficiency benefits by reducing SG&A expenses and enhancing trade spend processes and tools, which plans were included as part of the SCAE Plan. Although we divested the Private Brands business, we have continued to implement the SCAE Plan, including by working to optimize our supply chain network, pursue cost reductions through our SG&A functions, enhance trade spend processes and tools, and improve productivity.

Although we remain unable to make good faith estimates relating to the entire SCAE Plan, we are reporting on actions initiated through the end of the first quarter of fiscal 2019, 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 August 26, 2018, the Board of Directors of the Company has approved the incurrence of up to $900.9 million of expenses in connection with the SCAE Plan, including expenses allocated for the Private Brands and Lamb Weston operations. We have incurred or expect to incur approximately $469.8 million of charges ($322.0 million of cash charges and $147.8 million of non-cash charges) for actions identified to date under the SCAE Plan related to our continuing operations. In the first quarter of fiscal 2019 and 2018, we recognized charges of $0.6 million and $11.4 million, respectively, in association with the SCAE Plan related to our continuing operations. We expect to incur costs related to the SCAE Plan over a multi-year period.

SEGMENT REVIEW

We reflect our results of operations in four reporting segments: Grocery & Snacks, Refrigerated & Frozen, International, and Foodservice.

Grocery & Snacks

The Grocery & Snacks reporting segment principally includes branded, shelf stable food products sold in various retail channels in the United States.

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Refrigerated & Frozen

The Refrigerated & Frozen reporting segment principally includes branded, temperature-controlled food products sold in various retail channels in the United States.

International

The International reporting segment principally includes branded food products, in various temperature states, sold in various retail and foodservice channels outside of the United States.

Foodservice

The Foodservice reporting segment includes branded and customized food products, including meals, entrees, sauces and a variety of custom-manufactured culinary products packaged for sale to restaurants and other foodservice establishments in the United States. 

Presentation of Derivative Gains (Losses) from Economic Hedges of Forecasted Cash Flows in Segment Results

Derivatives used to manage commodity price risk and foreign currency risk are not designated for hedge accounting treatment. We believe these derivatives provide economic hedges of certain forecasted transactions. As such, these derivatives are recognized at fair market value with realized and unrealized gains and losses recognized in general corporate expenses. The gains and losses are subsequently recognized in the operating results of the reporting segments in the period in which the underlying transaction being economically hedged is included in earnings. In the event that management determines a particular derivative entered into as an economic hedge of a forecasted commodity purchase has ceased to function as an economic hedge, we cease recognizing further gains and losses on such derivatives in corporate expense and begin recognizing such gains and losses within segment operating results, immediately.

The following table presents the net derivative gains (losses) from economic hedges of forecasted commodity consumption and the foreign currency risk of certain forecasted transactions, under this methodology:

	Thirteen Weeks Ended
($ in millions)	August 26, 2018			August 27, 2017
Gross derivative losses incurred	$	(6.5	)	$	(7.4	)
Less: Net derivative losses allocated to reporting segments	(0.1		)	(1.4		)
Net derivative losses recognized in general corporate expenses	$	(6.4	)	$	(6.0	)
Net derivative losses allocated to Grocery & Snacks	$	(0.2	)	$	(0.6	)
Net derivative losses allocated to Refrigerated & Frozen	(0.1		)	—
Net derivative gains (losses) allocated to International	0.3			(0.7		)
Net derivative losses allocated to Foodservice	(0.1		)	(0.1		)
Net derivative losses included in segment operating profit	$	(0.1	)	$	(1.4	)

As of August 26, 2018, the cumulative amount of net derivative losses from economic hedges that had been recognized in general corporate expenses and not yet allocated to reporting segments was $3.2 million. This amount reflected net losses of $6.2 million incurred during the thirteen weeks endedAugust 26, 2018 and net gains of $3.0 million incurred prior to fiscal 2019. Based on our forecasts of the timing of recognition of the underlying hedged items, we expect to reclassify to segment operating results losses of $2.5 million in fiscal 2019 and losses of $0.7 million in fiscal 2020 and thereafter.

Net Sales

	Net Sales
($ in millions)	Thirteen Weeks Ended
Reporting Segment	August 26, 2018		August 27, 2017		% Inc (Dec)
Grocery & Snacks	$	771.1	$	745.8	3	%
Refrigerated & Frozen	635.2		615.7		3	%
International	193.8		190.9		2	%
Foodservice	234.3		251.8		(7	)%
Total	$	1,834.4	$	1,804.2	2	%

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Net sales for the first quarter of fiscal 2019 were $1.83 billion, an increase of $30.2 million, or 2%, from the first quarter of fiscal 2018.

Grocery & Snacks net sales for the first quarter of fiscal 2019 were $771.1 million, an increase of $25.3 million, or 3%, compared to the first quarter of fiscal 2018. Volume and price/mix for the first quarter of fiscal 2019 were flat when compared to the first quarter of fiscal 2018. The acquisition of Angie's Artisan Treats, LLC contributed $24.9 million, or 3%, to Grocery & Snacks net sales for the first quarter of fiscal 2019.

Refrigerated & Frozen net sales for the first quarter of fiscal 2019 were $635.2 million, an increase of $19.5 million, or 3%, compared to the first quarter of fiscal 2018. Results for the first quarter of fiscal 2019 reflected a 1% increase in price/mix compared to the first quarter of fiscal 2018, as mix improvements from recent innovation more than offset investments with retail customers to drive brand saliency, enhanced distribution, and consumer trial. Volume for the first quarter of fiscal 2019 was flat when compared to the prior-year period. The acquisition of the Sandwich Bros. of Wisconsin^® business contributed $10.6 million, or 2%, to Refrigerated & Frozen net sales for the first quarter of fiscal 2019.

International net sales for the first quarter of fiscal 2019 were $193.8 million, an increase of $2.9 million, or 2%, compared to the first quarter of fiscal 2018. Results for the first quarter of fiscal 2019 reflected a 4% increase in volume, a 2% increase in price/mix, and a 3% decrease from foreign exchange rates, in each case compared to the prior-year period. The volume increase in the first quarter of fiscal 2019 was driven by snacking businesses in Canada and Mexico. The increase in price/mix for the first quarter of fiscal 2019 was driven by strategic choices to build investment grade volume through reduction in low margin promotion initiatives, removal of low margin products, and execution of price increases. The acquisition of Angie's Artisan Treats, LLC contributed $1.9 million, or 1%, to International net sales for the first quarter of fiscal 2019. The first quarter of fiscal 2019 and 2018 included $4.1 million and $8.7 million, respectively, of net sales related to our Del Monte^® processed fruit and vegetable business in Canada, which was sold in the first quarter of fiscal 2019.

Foodservice net sales for the first quarter of fiscal 2019 were $234.3 million, a decrease of $17.5 million, or 7%, compared to the first quarter of fiscal 2018. Results for the first quarter of fiscal 2019 reflected a 12% decrease in volume compared to the prior-year period, largely related to the sale of our Trenton, Missouri production facility in the first quarter of fiscal 2019. The decrease in volumes for the first quarter of fiscal 2019 reflected the planned discontinuation of certain lower-performing businesses as part of the value over volume strategy. Price/mix increased by 5% for the first quarter of fiscal 2019, compared to the prior-year period, reflecting favorable product and customer mix and the impact of inflation-driven increases in pricing. Net sales for the first quarter of fiscal 2019 reflected a 7% decrease compared to the prior-year period related to the sale of our Trenton, Missouri production facility.

SG&A Expenses (Includes general corporate expenses)

SG&A expenses totaled $257.3 million for the first quarter of fiscal 2019, a decrease of $2.3 million, as compared to the first quarter of fiscal 2018. SG&A expenses for the first quarter of fiscal 2019 reflected the following:

Items impacting comparability of earnings

• a gain of $13.3 million related to the sale of our Del Monte^® processed fruit and vegetable business in Canada,

• expenses of $11.0 million associated with costs incurred for acquisitions and planned divestitures,

• expenses of $4.3 million related to costs associated with preparing for the integration of Pinnacle, and

• income of $1.1 million in connection with our SCAE Plan.

Other changes in expenses compared to the first quarter of fiscal 2018

• a decrease in advertising and promotion spending of $12.2 million,

• an increase in share-based payment expense of $6.0 million,

• an increase in salary and wage expense of $4.9 million, and

• a decrease in transition services agreement income of $3.2 million.

SG&A expenses for the first quarter of fiscal 2018 included the following items impacting the comparability of earnings:

• expenses of $9.1 million in connection with our SCAE plan and

• expenses of $0.8 million associated with costs incurred for acquisitions and planned divestitures.

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Operating Profit (Earnings before general corporate expenses, pension and postretirement non-service income, interest expense, net, income taxes, and equity method investment earnings)

	Operating Profit
($ in millions)	Thirteen Weeks Ended
Reporting Segment	August 26, 2018		August 27, 2017		% Inc (Dec)
Grocery & Snacks	$	178.7	$	176.2	2	%
Refrigerated & Frozen	95.5		101.9		(6	)%
International	37.3		18.9		97	%
Foodservice	27.5		23.2		19	%

Grocery & Snacks operating profit for the first quarter of fiscal 2019 was $178.7 million, an increase of $2.5 million, or 2%, compared to the first quarter of fiscal 2018. Gross profits were $4.9 million lower in the first quarter of fiscal 2019 than in the first quarter of fiscal 2018. The lower gross profit was driven by the impacts of higher input costs and transportation inflation, which more than offset the profit contribution of acquisitions and supply chain realized productivity. The acquisition of Angie's Artisan Treats, LLC contributed $7.5 million to Grocery & Snacks gross profit for the first quarter of fiscal 2019. Advertising and promotion expenses for the first quarter of fiscal 2019 decreased by $4.5 million compared to the first quarter of fiscal 2018. Operating profit of the Grocery & Snacks segment was impacted by expense of $0.1 million and $6.2 million in connection with our restructuring plans in the first quarter of fiscal 2019 and 2018, respectively.

Refrigerated & Frozen operating profit for the first quarter of fiscal 2019 was $95.5 million, a decrease of $6.4 million, or 6%, compared to the first quarter of fiscal 2018. Gross profits were $8.9 million lower in the first quarter of fiscal 2019 than in the first quarter of fiscal 2018, driven by increased input costs and transportation inflation, partially offset by increased sales volumes and improved sales price/mix. Advertising and promotion expenses for the first quarter of fiscal 2019 decreased by $5.7 million compared to the first quarter of fiscal 2018.

International operating profit for the first quarter of fiscal 2019 was $37.3 million, an increase of $18.4 million, or 97%, compared to the first quarter of fiscal 2018. Gross profits were $5.9 million higher in the first quarter of fiscal 2019 than in the first quarter of fiscal 2018, due to an increase in volume, improved price/mix, and strong realized productivity. Operating profit for the International segment included a gain of $13.3 million related to the sale of our Del Monte^® processed fruit and vegetable business in Canada and expense of $2.9 million related to costs incurred for acquisitions and planned divestitures.

Foodservice operating profit for the first quarter of fiscal 2019 was $27.5 million, an increase of $4.3 million, or 19%, compared to the first quarter of fiscal 2018. Gross profits were $4.8 million higher in the first quarter of fiscal 2019 than in the first quarter of fiscal 2018. The higher gross profit primarily reflected the benefits of favorable price/mix and supply chain realized productivity, which more than offset higher input and transportation costs.

Interest Expense, Net

Net interest expense was $49.0 million and $36.4 million for the first quarter of fiscal 2019 and 2018, respectively. The increase reflects the issuance of $500.0 million aggregate principal amount of floating rate notes due 2020 during the second quarter of fiscal 2018 and the borrowing of $300.0 million under our term loan agreement during the fourth quarter of fiscal 2018, partially offset by the repayment of $119.6 million aggregate principal amount of outstanding notes in the third quarter of fiscal 2018 and $70.0 million aggregate principal amount of outstanding senior notes in the fourth quarter of fiscal 2018. In addition, the first quarter of fiscal 2019 includes $5.6 million related to the amortization of costs incurred to secure $9.0 billion in fully committed bridge financing in connection with the pending Pinnacle acquisition, which has subsequently been reduced by $1.3 billion as a result of the term loan agreement entered into during the first quarter of fiscal 2019.

Income Taxes

In the first quarter of fiscal 2019 and 2018, our income tax expense from continuing operations was $57.4 million and $120.0 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income from continuing operations, inclusive of equity method investment earnings) was approximately 24% and 44% for the first quarter of fiscal 2019 and 2018, respectively.

The effective tax rate in the first quarter of fiscal 2019 reflected the following:

• the impact of the Tax Act, including a reduction in the statutory federal income tax rate to 21%, partially offset by the repeal of the deduction for domestic manufacturing activities, changes in deductibility of executive compensation and the effect of the global intangible low-tax income inclusion,

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• the impact of foreign restructuring resulting in a benefit related to undistributed foreign earnings for which the indefinite reinvestment assertion is no longer made,

• additional tax expense on the repatriation of certain foreign earnings,

• additional tax expense on non-deductible facilitative costs associated with the planned acquisition of Pinnacle, and

• an income tax benefit allowed upon the vesting/exercise of employee stock compensation awards by our employees, beyond that which is attributable to the original fair value of the awards upon the date of grant.

The effective tax rate in the first quarter of fiscal 2018 reflected the following:

• additional tax expense related to the repatriation of cash from foreign subsidiaries,

• additional tax expense related to undistributed foreign earnings for which the indefinite reinvestment assertion was no longer made, and

• an income tax benefit allowed upon the vesting/exercise of employee stock compensation awards by our employees, beyond that which is attributable to the original fair value of the awards upon the date of grant.

Equity Method Investment Earnings

Equity method investment earnings were $16.2 million and $30.0 million for the first quarter of fiscal 2019 and 2018, respectively. Ardent Mills earnings were lower than they were in the prior-year period due to less favorable market conditions, which more than offset continued improvement in operating efficiencies.

Results of Discontinued Operations

Our discontinued operations generated an after-tax loss of $0.3 million for the first quarter of fiscal 2018.

Earnings Per Share

Diluted earnings per share in the first quarter of fiscal 2019 and 2018 were $0.45 and $0.36, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Sources of Liquidity and Capital

Our primary financing objective is to maintain a prudent capital structure that provides us flexibility to pursue our growth objectives. If necessary, we use short-term debt principally to finance ongoing operations, including our seasonal requirements for working capital (accounts receivable, prepaid expenses and other current assets, and inventories, less accounts payable, accrued payroll, and other accrued liabilities), and a combination of equity and long-term debt to finance both our base working capital needs and our non-current assets. We are committed to maintaining an investment grade credit rating.

At August 26, 2018, we had a revolving credit facility (the "Revolving Credit Agreement") with a syndicate of financial institutions that provides for a maximum aggregate principal amount outstanding at any one time of $1.6 billion (subject to increase to a maximum aggregate principal amount of $2.1 billion with the consent of the lenders). We have historically used a credit facility principally as a back-up for our commercial paper program. As of August 26, 2018, there were no outstanding borrowings under the Revolving Credit Agreement.

As of August 26, 2018, we were in compliance with all financial covenants.

As of August 26, 2018, we had $304.1 million outstanding under our commercial paper program. The highest level of borrowings during the first quarter of fiscal 2019 was $408.1 million. As of May 27, 2018, we had $277.0 million outstanding under our commercial paper program.

As of the end of the first quarter of fiscal 2019, our senior long-term debt ratings were all investment grade. A significant downgrade in our credit ratings would not affect our ability to borrow amounts under the Revolving Credit Agreement, although borrowing costs would increase. A downgrade of our short-term credit ratings would impact our ability to borrow under our commercial paper program by negatively impacting borrowing costs and causing shorter durations, as well as making access to commercial paper more difficult.

The Company has secured $9.0 billion in fully committed bridge financing from affiliates of Goldman Sachs Group, Inc. in connection with the Merger. The commitments under the committed bridge financing were subsequently reduced by the amounts of a term loan agreement we entered into during the first quarter of fiscal 2019 with a syndicate of financial institutions providing for term loans to us in an aggregate principal amount of up to $1.3 billion. The funding under the term loan agreement is anticipated to occur simultaneously

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with the closing date of the acquisition. In connection with the Merger, we expect to incur up to $8.3 billion of long-term debt (which includes any funding under the new term loan agreement), including for the payment of the cash portion of the Merger consideration, the repayment of Pinnacle debt, the refinancing of certain Conagra debt, and the payment of related fees and expenses. The permanent financing is also expected to include approximately $575 million of incremental cash proceeds from the issuance of equity and/or divestitures.

We repurchase shares of our common stock from time to time after considering market conditions and in accordance with repurchase limits authorized by our Board of Directors. Under the share repurchase authorization, we may repurchase our shares periodically over several years, depending on market conditions and other factors, and may do so in open market purchases or privately negotiated transactions. The share repurchase authorization has no expiration date. In the fourth quarter of fiscal 2018, we suspended share repurchase activity in light of the pending acquisition of Pinnacle. The Company plans to repurchase shares under its authorized program only at times and in amounts as are consistent with the prioritization of achieving its leverage targets. The Company's total remaining share repurchase authorization as of August 26, 2018 was $1.41 billion.

During the first quarter of fiscal 2019, the Board of Directors announced a quarterly dividend payment of $0.2125 per share, which was paid on August 30, 2018 to stockholders of record as of the close of business on July 31, 2018. Subject to market and other conditions and the approval of our Board of Directors, we intend to maintain our quarterly dividend at the current annual rate of $0.85 per share during fiscal 2019. In the future, we expect modest dividend increases while we focus on de-leveraging, subject to the approval of our Board of Directors.

During the fourth quarter of fiscal 2017, we signed an agreement to sell our Wesson^® oil business to Smucker. During the fourth quarter of fiscal 2018, Conagra Brands and Smucker terminated the agreement. This outcome followed the decision of the Federal Trade Commission, announced on March 5, 2018, to challenge the pending transaction. The Company is still actively marketing the Wesson^® oil business and expects to sell it within the next twelve months.

We have access to our $1.6 billion Revolving Credit Agreement, our commercial paper program, and the capital markets. We believe we also have access to additional bank loan facilities, if needed.

We expect to maintain or have access to sufficient liquidity to finance the cash portion of the Merger consideration as well as to retire or refinance senior debt upon maturity, as market conditions warrant, from the aggregate $9.0 billion committed bridge facility and term loan agreement, operating cash flows, our commercial paper program, proceeds from any divestitures and other disposition transactions, access to capital markets, and our $1.6 billion Revolving Credit Agreement.

Cash Flows

During the first quarter of fiscal 2019, we used $53.2 million of cash, which was the net result of $94.7 million generated from operating activities, $38.5 million used in investing activities, $109.6 million used in financing activities, and an increase of $0.2 million due to the effects of changes in foreign currency exchange rates.

Cash generated from operating activities of continuing operations totaled $94.7 million in the first quarter of fiscal 2019, as compared to $141.5 million generated in the first quarter of fiscal 2018. The decrease in operating cash flows was impacted by higher income tax and interest payments as well as acquisition-related expenditures, offset by an increase in equity method investment dividend payments received for the first quarter of fiscal 2019, compared to the first quarter of fiscal 2018.

Cash used in investing activities totaled $38.5 million and $38.6 million in the first quarter of fiscal 2019 and fiscal 2018, respectively. Investing activities in the first quarter of fiscal 2019 consisted primarily of capital expenditures totaling $86.1 million and the proceeds from the sale of our Del Monte^®processed fruit and vegetable business in Canada totaling $30.3 million. Investing activities in the first quarter of fiscal 2018 consisted mainly of capital expenditures totaling $42.6 million.

Cash used in financing activities totaled $109.6 million in the first quarter of fiscal 2019 and $107.1 million in the first quarter of fiscal 2018. Financing activities in the first quarter of fiscal 2019 consisted principally of cash dividends paid of $83.0 million, the payment of bridge financing and other fees totaling $35.1 million, and net short-term borrowings of $26.8 million (mainly under our commercial paper program). Cash used in financing activities in the first quarter of fiscal 2018 reflected common stock repurchases totaling $300.0 million, net short-term borrowings of $295.3 million and cash dividends paid of $83.3 million.

The Company had cash and cash equivalents of $74.8 million at August 26, 2018 and $128.0 million at May 27, 2018, of which $64.7 million at August 26, 2018 and $121.6 million at May 27, 2018 was held in foreign countries. During the first quarter of fiscal 2019, the Company repatriated $91.2 million of cash balances, of which $13.7 million was previously deemed to be permanently reinvested outside the U.S. We have not provided any deferred taxes on the remaining undistributed earnings of our foreign subsidiaries. Deferred taxes will be provided for earnings of non-U.S. affiliates and associated companies when we determine that such earnings are no longer indefinitely reinvested and will result in a tax liability upon distribution.

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Our estimate of capital expenditures for fiscal 2019 is approximately $350 million, excluding any incremental amounts resulting from the pending acquisition of Pinnacle. For the first quarter of fiscal 2019, we have funded $86.1 million of capital expenditures.

Management believes that existing cash balances, cash flows from operations, existing credit facilities, and access to capital markets will provide sufficient liquidity to meet our repayment of debt, including any repayment of debt or refinancing of debt, working capital needs, planned capital expenditures, planned share repurchases, and payment of anticipated quarterly dividends for at least the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

We use off-balance sheet arrangements (e.g., leases accounted for as operating leases) where sound business principles warrant their use. We also periodically enter into guarantees and other similar arrangements as part of transactions in the ordinary course of business. These are described further in "Obligations and Commitments" below.

Variable Interest Entities Not Consolidated

We lease a certain office building from an entity that we have determined to be a variable interest entity. The lease agreement with this entity includes a fixed-price purchase option for the asset being leased. The lease agreement also contains a contingent put option (the "lease put option") that allows the lessor to require us to purchase the building at the greater of original construction cost, or fair market value, without a lease agreement in place (the "put price") in certain limited circumstances. As a result of substantial impairment charges related to our divested Private Brands operations, this lease put option became exercisable. We are amortizing the difference between the put price and the estimated fair value (without a lease agreement in place) of the property over the remaining lease term within SG&A expenses. As of August 26, 2018 and May 27, 2018, the estimated amount by which the put option price exceeded the estimated fair value of the property was $8.2 million, of which we had accrued $1.3 million and $1.2 million, respectively. This lease is accounted for as an operating lease, and accordingly, there are no material assets and liabilities, other than the accrued portion of the put price, associated with this entity included in the Condensed Consolidated Balance Sheets. We have determined that we do not have the power to direct the activities that most significantly impact the economic performance of this entity. In making this determination, we have considered, among other items, the terms of the lease agreement, the expected remaining useful life of the asset leased, and the capital structure of the lessor entity.

OBLIGATIONS AND COMMITMENTS

As part of our ongoing operations, we enter into arrangements that obligate us to make future payments under contracts such as lease agreements, debt agreements, and unconditional purchase obligations (i.e., obligations to transfer funds in the future for fixed or minimum quantities of goods or services at fixed or minimum prices, such as "take-or-pay" contracts). The unconditional purchase obligation arrangements are entered into in our normal course of business in order to ensure adequate levels of sourced product are available. Of these items, debt, notes payable, and capital lease obligations, which totaled $3.83 billion as of August 26, 2018, were recognized as liabilities in the Condensed Consolidated Balance Sheets contained in this report. Operating lease obligations and unconditional purchase obligations, which totaled $1.22 billion as of August 26, 2018, were not recognized as liabilities in the Condensed Consolidated Balance Sheets contained in this report, in accordance with generally accepted accounting principles.

A summary of our contractual obligations as of August 26, 2018 was as follows:

	Payments Due by Period (in millions)
Contractual Obligations	Total		Less than 1 Year		1-3 Years		3-5 Years		After 5 Years
Long-term debt	$	3,431.6	$	300.0	$	822.6	$	1,087.0	$	1,222.0
Capital lease obligations	96.0		7.5		14.8		14.5		59.2
Operating lease obligations	206.4		35.2		51.0		36.9		83.3
Purchase obligations1 and other contracts	1,060.5		931.6		97.0		30.6		1.3
Notes payable	304.1		304.1		—		—		—
Total	$	5,098.6	$	1,578.4	$	985.4	$	1,169.0	$	1,365.8

¹ Amount includes open purchase orders and agreements, some of which are not legally binding and/or may be cancellable. Such agreements are generally settleable in the ordinary course of business in less than one year.

We are also contractually obligated to pay interest on our long-term debt and capital lease obligations. The weighted average coupon interest rate of the long-term debt obligations outstanding as of August 26, 2018, was approximately 4.9%.

The operating lease obligations noted in the table above have not been reduced by non-cancellable sublease rentals of $0.3 million.

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As of May 27, 2018, we had aggregate unfunded pension obligations totaling $68.5 million. This amount is not included in the table above. In the fourth quarter of fiscal 2018, we made a voluntary pension plan contribution in the amount of $300.0 million. Based on current statutory requirements, we are not obligated to fund any amount to our qualified pension plans during the next twelve months. We estimate that we will make payments of approximately $19.6 million over the next twelve months to fund our nonqualified pension plans. See Note 14, Pension and Postretirement Benefits, to the Condensed Consolidated Financial Statements contained in this report and Note 19, Pension and Postretirement Benefits, to the Consolidated Financial Statements and Critical Accounting Estimates - Employment Related Benefits contained in the Company's Annual Report on Form 10-K for the year ended May 27, 2018 for further discussion of our pension obligations and factors that could affect estimates of this liability.

As part of our ongoing operations, we also enter into arrangements that obligate us to make future cash payments only upon the occurrence of a future event (e.g., guarantees of debt or lease payments of a third party should the third party be unable to perform). In accordance with generally accepted accounting principles, the following commercial commitments are not recognized as liabilities in the Condensed Consolidated Balance Sheets contained in this report. A summary of our commitments, including commitments associated with equity method investments, as of August 26, 2018 was as follows:

	Amount of Commitment Expiration Per Period (in millions)
Other Commercial Commitments	Total		Less than 1 Year		1-3 Years		3-5 Years		After 5 Years
Standby repurchase obligations	$	0.7	$	0.5	$	0.2	$	—	$	—
Other commitments	5.0		3.7		1.3		—		—
Total	$	5.7	$	4.2	$	1.5	$	—	$	—

In addition to the commitments included in the table above, as of August 26, 2018, we had $35.0 million of standby letters of credit issued on our behalf. These standby letters of credit are primarily related to our self-insured workers compensation programs and are not reflected in the Condensed Consolidated Balance Sheets contained in this report.

In certain limited situations, we will guarantee an obligation of an unconsolidated entity. We guarantee certain leases resulting from the divestiture of the JM Swank business completed in the first quarter of fiscal 2017. As of August 26, 2018, the remaining terms of these arrangements did not exceed five years and the maximum amount of future payments we have guaranteed was $2.2 million. In addition, we guarantee a certain lease resulting from an exited facility. As of August 26, 2018, the remaining term of this arrangement did not exceed nine years and the maximum amount of future payments we have guaranteed was $21.1 million.

In certain limited situations, we also guarantee obligations of the Lamb Weston business pursuant to guarantee arrangements that existed prior to the spinoff of the Lamb Weston business (the "Spinoff") and remained in place following completion of the Spinoff until such guarantee obligations are substituted for guarantees issued by Lamb Weston. Such guarantee arrangements are described below. Pursuant to the Separation and Distribution Agreement, dated as of November 8, 2016 (the "Separation Agreement"), between us and Lamb Weston, these guarantee arrangements are deemed liabilities of Lamb Weston that were transferred to Lamb Weston as part of the Spinoff. Accordingly, in the event that we are required to make any payments as a result of these guarantee arrangements, Lamb Weston is obligated to indemnify us for any such liability, reduced by any insurance proceeds received by us, in accordance with the terms of the indemnification provisions under the Separation Agreement.

Lamb Weston is a party to a warehouse services agreement with a third-party warehouse provider through July 2035. Under this agreement, Lamb Weston is required to make payments for warehouse services based on the quantity of goods stored and other service factors. We have guaranteed the warehouse provider that we will make the payments required under the agreement in the event that Lamb Weston fails to perform. Minimum payments of $1.5 million per month are required under this agreement. It is not possible to determine the maximum amount of the payment obligations under this agreement. Upon completion of the Spinoff, we recognized a liability for the estimated fair value of this guarantee. As of August 26, 2018, the amount of this guarantee, recorded in other noncurrent liabilities, was $27.7 million.

Lamb Weston is a party to an agricultural sublease agreement with a third party for certain farmland through 2020 (subject, at Lamb Weston's option, to extension for two additional five-year periods). Under the terms of the sublease agreement, Lamb Weston is required to make certain rental payments to the sublessor. We have guaranteed the sublessor Lamb Weston's performance and the payment of all amounts (including indemnification obligations) owed by Lamb Weston under the sublease agreement, up to a maximum of $75.0 million. We believe the farmland associated with this sublease agreement is readily marketable for lease to other area farming operators. As such, we believe that any financial exposure to the company, in the event that we were required to perform under the guaranty, would be largely mitigated.

The obligations and commitments tables above do not include any reserves for uncertainties in income taxes, as we are unable to reasonably estimate the ultimate amount or timing of settlement of our reserves for income taxes. The liability for gross unrecognized tax benefits at August 26, 2018 was $33.0 million. The net amount of unrecognized tax benefits at August 26, 2018, that, if recognized,

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would impact our effective tax rate was $28.2 million. Recognition of these tax benefits would have a favorable impact on our effective tax rate.

CRITICAL ACCOUNTING ESTIMATES

A discussion of our critical accounting estimates can be found in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section in Part I, Item 7, of our Annual Report on Form 10-K for the fiscal year ended May 27, 2018.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The principal market risks affecting us are exposures to price fluctuations of commodity and energy inputs, interest rates, and foreign currencies.

Other than the changes noted below, there have been no material changes in our market risk during the thirteen weeks endedAugust 26, 2018. For additional information, refer to the "Quantitative and Qualitative Disclosures about Market Risk" in Item 7A of our Annual Report on Form 10-K for the fiscal year ended May 27, 2018.

Commodity Market Risk

We purchase commodity inputs such as wheat, corn, oats, soybean meal, soybean oil, meat, dairy products, nuts, sugar, natural gas, electricity, and packaging materials to be used in our operations. These commodities are subject to price fluctuations that may create price risk. We enter into commodity hedges to manage this price risk using physical forward contracts or derivative instruments. We have policies governing the hedging instruments our businesses may use. These policies include limiting the dollar risk exposure for each of our businesses. We also monitor the amount of associated counter-party credit risk for all non-exchange-traded transactions.

Interest Rate Risk

We may use interest rate swaps to manage the effect of interest rate changes on the fair value of our existing debt as well as the forecasted interest payments for the anticipated issuance of debt.

During the first quarter of fiscal 2019, we entered into deal-contingent forward starting interest rate swap contracts to hedge a portion of the interest rate risk related to our forecasted issuance of long-term debt to help finance the acquisition of Pinnacle. The net notional amount of these interest rate derivatives at August 26, 2018 was $4.42 billion. The maximum potential loss associated with these interest rate swap contracts from a hypothetical decrease of 0.5% in interest rates is approximately $253.8 million. Any such gain or loss, to the extent the hedge was effective, would be deferred in accumulated other comprehensive income and recognized in earnings over the life of the forecasted interest payments associated with this debt issuance. At August 26, 2018, we had recognized an unrealized loss of $58.1 million in accumulated other comprehensive income for these derivative instruments.

The carrying amount of long-term debt (including current installments) was $3.54 billion as of August 26, 2018. Based on current market rates, the fair value of this debt at August 26, 2018 was estimated at $3.73 billion. As of August 26, 2018, a 1% increase in the interest rates would decrease the fair value of our fixed rate debt by approximately $162.0 million, while a 1% decrease in interest rates would increase the fair value of our fixed rate debt by approximately $178.7 million.

Foreign Currency Risk

In order to reduce exposures for our processing activities related to changes in foreign currency exchange rates, we may enter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency for certain of our operations. This activity primarily relates to economically hedging against foreign currency risk in purchasing inventory and capital equipment, sales of finished goods, and future settlement of foreign denominated assets and liabilities.

Value-at-Risk (VaR)

We employ various tools to monitor our derivative risk, including value-at-risk ("VaR") models. We perform simulations using historical data to estimate potential losses in the fair value of current derivative positions. We use price and volatility information for the prior 90 days in the calculation of VaR that is used to monitor our daily risk. The purpose of this measurement is to provide a single view of the potential risk of loss associated with derivative positions at a given point in time based on recent changes in market prices. Our model uses a 95% confidence level. Accordingly, in any given one day time period, losses greater than the amounts included in the table below are expected to occur only 5% of the time. We include commodity swaps, futures, and options and foreign exchange forwards, swaps, and options in this calculation. The following table provides an overview of our average daily VaR for our energy, agriculture, and foreign exchange positions (including discontinued operations) during the thirteen weeks endedAugust 26, 2018 and August 27, 2017.

	Fair Value Impact
In Millions	Average During Thirteen Weeks Ended August 26, 2018		Average During Thirteen Weeks Ended August 27, 2017
Energy commodities	$	0.1	$	0.4
Agriculture commodities	0.7		0.5
Foreign exchange	0.8		0.7

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company's management carried out an evaluation, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of August 26, 2018. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures are effective.

Internal Control Over Financial Reporting

The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated any change in the Company's internal control over financial reporting that occurred during the quarter covered by this report and determined that there was no change in our internal control over financial reporting during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are a party to certain litigation matters relating to our acquisition of Beatrice Company ("Beatrice") in fiscal 1991, including litigation proceedings related to businesses divested by Beatrice prior to our acquisition of the company. These proceedings include suits against a number of lead paint and pigment manufacturers, including ConAgra Grocery Products Company, LLC, a wholly owned subsidiary of the Company ("ConAgra Grocery Products") as alleged successor to W. P. Fuller & Co., a lead paint and pigment manufacturer owned and operated by a predecessor to Beatrice from 1962 until 1967. These lawsuits generally seek damages for personal injury, property damage, economic loss, and governmental expenditures allegedly caused by the use of lead-based paint, and/or injunctive relief for inspection and abatement. Although decisions favorable to us have been rendered in Rhode Island, New Jersey, Wisconsin, and Ohio, we remain a defendant in active suits in Illinois and California. ConAgra Grocery Products has denied liability in both suits, both on the merits of the claims and on the basis that we do not believe it to be the successor to any liability attributable to W. P. Fuller & Co. The California suit is discussed in the following paragraph. The Illinois suit seeks class-wide relief for reimbursement of costs associated with the testing of lead levels in blood. We do not believe it is probable that we have incurred any liability with respect to the Illinois case, nor is it possible to estimate any potential exposure.

In California, a number of cities and counties joined in a consolidated action seeking abatement of an alleged public nuisance in the form of lead-based paint potentially present on the interior of residences, regardless of its condition. On September 23, 2013, a trial of the California case concluded in the Superior Court of California for the County of Santa Clara, and on January 27, 2014, the court entered a judgment (the "Judgment") against ConAgra Grocery Products and two other defendants ordering the creation of a California abatement fund in the amount of $1.15 billion. Liability is joint and several. The Company appealed the Judgment, and on November 14, 2017 the California Court of Appeal for the Sixth Appellate District reversed in part, holding that the defendants were not liable to pay for abatement of homes built after 1950, but affirmed the Judgment as to homes built before 1951. The Court of Appeal remanded the case to the trial court with directions to recalculate the amount of the abatement fund estimated to be necessary to cover the cost of remediating pre-1951 homes, and to hold an evidentiary hearing regarding appointment of a suitable receiver. ConAgra Grocery Products and the other defendants petitioned the California Supreme Court for review of the decision, which we believe to be an unprecedented expansion of current California law. On February 14, 2018, the California Supreme Court denied the petition and declined to review the merits of the case, and the case was remanded to the trial court for further proceedings. ConAgra Grocery Products and the other defendants have sought further review of certain issues from the Supreme Court of the United States, although further appeal is discretionary and may not be granted. Further proceedings in the trial court may not be stayed pending the outcome of any further appeal. In light of the decision rendered by the California Appellate Court on November 14, 2017, and the California Supreme Court's decision on February 14, 2018 not to review the Appellate Court's decision, we have concluded that the liability has likely become probable as contemplated by Accounting Standards Codification Topic 450. On September 4, 2018, the trial court recalculated its estimate of the amount needed to remediate pre-1951 homes in the plaintiff jurisdictions to be $409.0 million. However, uncertainties remain which make it difficult to estimate the ultimate potential liability, including (i) although liability is joint and several, it is unknown what amount each defendant may ultimately be required to pay or how allocation among the defendants (and other potentially responsible parties such as property owners who may have violated the applicable housing codes) will be determined; (ii) according to the trial court’s original order, participation in the abatement program by eligible homeowners is voluntary and it is unknown what percentage of eligible homeowners will choose to participate or how such claims will be administered; (iii) the trial court's original order required that any amounts paid by the defendants into the fund that were not spent within four years would be returned to the defendants, and it is unknown whether this feature of the fund will be retained or, if it is retained, how much will be spent during that time period; and (iv) defendants will have a new right to appeal any new aspects of the judgment entered by the trial court upon remand, although it is unknown whether the court would stay execution of any new judgment while a subsequent appeal is pending.

While the ultimate amount of any loss and timing of payments related thereto remain uncertain and could change as further information is obtained, we have accrued $136.0 million, within other accrued liabilities, for this matter as of August 26, 2018. The extent of insurance coverage is uncertain and the Company's carriers are on notice; however, any possible insurance recovery has not been considered for purposes of determining our liability. We cannot assure that the final resolution of these matters will not have a material adverse effect on our financial condition, results of operations, or liquidity.

In June 2009, an accidental explosion occurred at our manufacturing facility in Garner, North Carolina. This facility was the primary production facility for our Slim Jim^® branded meat snacks. In June 2009, the U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives announced its determination that the explosion was the result of an accidental natural gas release and not a deliberate act. During the fourth quarter of fiscal 2011, we settled our property and business interruption claims related to the Garner accident with our insurance providers. During the fourth quarter of fiscal 2011, Jacobs Engineering Group Inc. ("Jacobs"), our engineer and project manager at the site, filed a declaratory judgment action against us seeking indemnity for personal injury claims brought against it as a result of the accident. During the first quarter of fiscal 2012, our motion for summary judgment was granted and the suit was dismissed without prejudice on the basis that the suit was filed prematurely. In the third quarter of fiscal 2014, Jacobs refiled its action seeking indemnity. On March 25, 2016, a Douglas County jury in Nebraska rendered a verdict in favor of Jacobs and against us in the amount of $108.9

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million plus post-judgment interest. We filed our Notice of Appeal in September 2016, and the appeal was heard by the Nebraska Supreme Court in November 2017. On September 14, 2018, the Nebraska Supreme Court affirmed the jury verdict and the rulings of the trial court. Although our insurance carriers have provided customary notices of reservation of their rights under the policies of insurance, we expect the exposure in this case to be limited to the applicable insurance deductible.

We are involved in certain litigation matters in connection with our planned acquisition of Pinnacle Foods Inc. ("Pinnacle") (see Note 2). On August 7, 2018, a purported stockholder of Pinnacle filed a complaint in a putative class action in the United States District Court for the District of New Jersey, captioned Alexander Rasmussen v. Pinnacle Foods Inc. et al., Case No. 2:18-cv-12501. On August 9, 2018, a purported stockholder of Pinnacle filed a complaint in a putative class action in the United States District Court for the District of New Jersey, captioned Robert H. Paquette v. Pinnacle Foods Inc. et al., Case No. 2:18-cv-12578. On August 9, 2018, a purported stockholder of Pinnacle filed a complaint in a putative class action in the United States District Court for the District of New Jersey, captioned Wesley Lindquist v. Pinnacle Foods Inc. et al., Case No. 2:18-cv-12610. The Rasmussen Action, the Paquette Action, and the Lindquist Action allege that Pinnacle's preliminary proxy statement, filed with the SEC on July 25, 2018, omits material information with respect to the Merger, rendering it false and misleading and thus that Pinnacle and the directors of Pinnacle violated Section 14(a) of the Exchange Act as well as Rule 14a-9 under the Exchange Act. The Rasmussen Action, the Paquette Action, and the Lindquist Action further allege that the directors of Pinnacle violated Section 20(a) of the Exchange Act. The Rasmussen Action and the Paquette Action seek, among other things, to enjoin the transactions contemplated by the Merger Agreement unless Pinnacle discloses the allegedly material information that was allegedly omitted from the proxy statement, an award of damages and an award of attorneys' fees and expenses. The Lindquist Action seeks, among other things, to enjoin the transactions contemplated by the Merger Agreement unless Pinnacle discloses the allegedly material information that was allegedly omitted from the proxy statement, an award of rescissory damages should the Merger be consummated, including pre-judgment and post-judgment interest, and an award of attorneys' fees and expenses.

On August 15, 2018, a purported stockholder of Pinnacle filed a complaint in a putative class action in the Court of Chancery of the State of Delaware, captioned Jordan Rosenblatt v. Pinnacle Foods Inc. et al., Case No. 2018-0605. The Rosenblatt Action alleges that the directors of Pinnacle breached their fiduciary duty of disclosure by filing a preliminary proxy statement that contained materially incomplete and misleading information. The Rosenblatt Action further alleges that Pinnacle, Conagra, and Patriot Merger Sub Inc., a wholly-owned subsidiary of Conagra ("Merger Sub"), aided and abetted the directors' alleged breach of fiduciary duty. The Rosenblatt Action seeks, among other things, to enjoin the transactions contemplated by the Merger Agreement, rescission of the Merger or an award of rescissory damages should the Merger be consummated, an award of damages and an award of attorneys' fees and expenses. Conagra and Merger Sub believe the Rosenblatt Action is without merit and intend to vigorously defend it.

For additional information on legal proceedings, please refer to Part I, Item 3 "Legal Proceedings" and Note 17 "Contingencies" to the financial statements, in each case contained in our Annual Report on Form 10-K for the year ended May 27, 2018, and Note 13 "Contingencies" to the Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

A discussion of our risk factors can be found in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended May 27, 2018, and our other filings with the SEC. During the first quarter of fiscal 2019, there were no material changes to our previously disclosed risk factors.

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ITEM 6. EXHIBITS

All documents referenced below were filed pursuant to the Securities Exchange Act of 1934 by Conagra Brands, Inc. (file number 001-07275), unless otherwise noted.

EXHIBIT	DESCRIPTION
*2.1	Agreement and Plan of Merger, dated June 26, 2018, by and among Conagra Brands, Inc., Pinnacle Foods Inc. and Patriot Merger Sub Inc., incorporated herein by reference to Exhibit 2.1 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on June 27, 2018
3.1	Amended and Restated Certificate of Incorporation of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on November 10, 2016
3.2	Amended and Restated By-Laws of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2017
10.1	Term Loan Agreement, dated July 11, 2018, by and among Conagra Brands, Inc. and Bank of America, N.A., as administrative agent and a lender, Goldman Sachs Bank USA, as syndication agent and a lender, and the other financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on July 17, 2018
10.2	Amended and Restated Revolving Credit Agreement, dated July 11, 2018, by and among Conagra Brands, Inc. and Bank of America, N.A., as administrative agent and a lender, JPMorgan Chase Bank, N.A., as syndication agent and a lender, and the other financial institutions party thereto, incorporated herein by reference to Exhibit 10.2 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on July 17, 2018
**10.3	Letter of Agreement, dated as of August 2, 2018, between Conagra Brands, Inc. and Sean M. Connolly, incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2018
**10.4	Form of Restricted Stock Unit Agreement (Conagra Brands, Inc. 2014 Stock Plan)
12	Statement regarding computation of ratio of earnings to fixed charges
31.1	Section 302 Certificate of Chief Executive Officer
31.2	Section 302 Certificate of Chief Financial Officer
32	Section 906 Certificates
101	The following materials from Conagra Brands' Quarterly Report on Form 10-Q for the quarter ended August 26, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) Notes to Condensed Consolidated Financial Statements, and (vi) document and entity information.
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any omitted schedule upon request by the SEC
** Management contract or compensatory plan.
Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with respect to long-term debt of Conagra Brands, Inc. are not filed with this Quarterly Report on Form 10-Q. The Company will furnish a copy of any such long-term debt agreement to the SEC upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CONAGRA BRANDS, INC.
By:	/s/ DAVID S. MARBERGER
	David S. Marberger
	Executive Vice President and Chief Financial Officer
By:	/s/ ROBERT G. WISE
	Robert G. Wise
	Senior Vice President and Corporate Controller

Dated this 2nd day of October, 2018.

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EX-10.4

FORM OF RESTRICTED STOCK UNIT AGREEMENTCONAGRA BRANDS, INC. 2014 STOCK PLAN

This Restricted Stock Unit Agreement, hereinafter referred to as the “Agreement”, is made between Conagra Brands, Inc., a Delaware corporation (“Conagra” or the “Company”), and the undersignedemployee of the Company (the “Participant”).

1. Award Grant. Conagra hereby grants Restricted Stock Units ("RSUs", and each such unit an “RSU”) to the Participant under the ConAgra Foods, Inc. 2014 Stock Plan (the “Plan”), as follows, effective as of the Date of Grant set forth below:

Participant:    

Employee ID:

Number of RSUs:    

Date of Grant:

Vesting Date[s]:    

Dividend Equivalents: Dividend equivalents on the RSUs will [as applicable: be accumulated for the benefit of the Participant if and when regular cash dividends are declared and paid on the Stock in accordance with Section 7, and will be paid in shares of Stock to the Participant upon settlement of the RSUs / not be paid or accumulated].

Please read this Agreement and the Plan carefully. Conagra has caused this Agreement to be executed effective as of the Date of Grant. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the Plan shall control. If you do not wish to receive this Award and/or you do not consent and agree to the terms and conditions on which this Award is offered, as set forth in this Agreement and the Plan, then you must reject the award no later than 11:59 p.m., Pacific Time, on the 90th calendar day following the Date of Grant by (1) indicating your rejection on the "Grant Acceptance" page of the Merrill Lynch Benefits Online website or (2) contacting the Merrill Lynch call center. The award will only be cancelled if you take one of these affirmative actions. Your failure to validly reject the award prior to the deadline will constitute your acceptance of the award with its terms and conditions, as set forth in this Agreement and the Plan.

CONAGRA BRANDS, INC.

By:             Date: _____

2.Definitions. Capitalized terms used herein without definition have the meanings set forth in the Plan. The following terms shall have the respective meanings set forth below:

(a)“Continuous Employment” means the absence of any interruption or termination of employment with the Company and the performance of substantial services. Continuous Employment shall not be considered interrupted or terminated in the case of sick leave, short-term disability (as defined in the Company’s sole discretion), military leave or any other leave of absence approved by the Company unless and until there is a Separation from Service (as defined in Section 2(f)).

(b)“Disability” means that the Participant, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than three months under the Company’s long‑term disability plan.

(c)“Divestiture” means a permanent disposition to a person other than the Company or a Subsidiary (i) of a plant at which the Participant performs a majority of the Participant’s services, (ii) of any discreet organizational unit, division or business of the Company with which the Participant's employment is principally associated, or (iii) of assets or Subsidiary stock that is determined by the Committee in its sole discretion to be treated as a "Divestiture" for purposes of this Agreement, in each case in this sentence regardless of whether such disposition is effected by means of a sale of assets, a sale of Subsidiary stock or otherwise. However, “Divestiture” shall not include any event that constitutes a “Change of Control”.

(d)“Early Retirement” means a Separation from Service with the Company when the Participant (i) is at least age 55, and (ii) has at least 10 years of credited service with the Company.

(e)“Normal Retirement” means a Separation from Service with the Company on or after the Participant (i) attaining age 65 or (ii) attaining age 60 with at least five years of credited service with the Company.

(f)“Separation from Service,” “termination of employment” and similar terms mean the date that the Participant “separates from service” within the meaning of Code Section 409A. Generally, a Participant separates from service if and only if the Participant dies, retires, or otherwise has a termination of employment with the Company determined in accordance with Code Section 409A and the following:

(i) Leaves of Absence. The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or, if longer, so long as the Participant retains a right to reemployment with the Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company. If the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six‑month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 12‑month period of absence shall be substituted for such six-month period.

(ii) Dual Status. Generally, if a Participant performs services both as an employee and an independent contractor, such Participant must separate from service both as an employee and as an independent contractor, pursuant to standards set forth in Treasury Regulations, to be treated as having a separation from service. However, if a Participant provides services to the Company as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Agreement pursuant to Treasury Regulation Section 1.409A-1(c)(2)(ii), then the services provided as a director are not taken into account in determining whether the Participant has a separation from service as an employee for purposes of this Agreement.

(iii) Termination of Employment. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor except as provided in (ii) above) would permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in (ii) above) over the immediately preceding 36‑month period (or the full period of services to the Company if the Participant has been providing services to the Company less than 36 months). For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this paragraph (iii), the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this paragraph (iii) (including for purposes of determining the applicable 36‑month (or shorter) period).

As used in connection with the definition of “Separation from Service,” Company includes the Company and any other entity that with the Company constitutes a controlled group of corporations (as defined in Code Section 414(b)), or a group of trades or businesses (whether or not incorporated) under common control (as defined in Code Section 414(c)), substituting 25% for the 80% ownership level for purposes of both Code Sections 414(b) and 414(c).

(g)“Settlement Amount” means [as applicable: one share of Stock / an amount in cash equal to the closing price on the New York Stock Exchange of one share of Stock on the Vesting Date].

(h)“Specified Employee” is as defined under Code Section 409A and Treasury Regulation Section 1.409A-1(i).

(i)“Successors” means the beneficiaries, executors, administrators, heirs, successors and assigns of a person.

3.Vesting of RSUs.

(a)Normal Vesting. Subject to the Plan and this Agreement, if the Participant has been in Continuous Employment through the respective Vesting Date[s] as set forth in Section 1, then the RSUs subject to such Vesting Date[s] shall become nonforfeitable (“Vest” or similar terms).

(b)Termination of Employment. If, prior to the Vesting Date[s] set forth in Section 1, the Participant’s employment with the Company terminates:

(i) by reason of death, then all unvested RSUs evidenced by this Agreement shall, to the extent such RSUs have not previously been forfeited, become 100% Vested.

(ii) by reason of Normal Retirement, then all unvested RSUs evidenced by this Agreement shall, to the extent such RSUs have not previously been forfeited, [NON-CEO: become 100% Vested] [CEO: continue to Vest following such Normal Retirement to the same extent that the unvested RSUs would Vest had the Participant remained Continuously Employed by the Company through the Vesting Date].

(iii) by reason of Early Retirement, [NON-CEO: Disability, involuntary termination that results in severance or supplemental unemployment payments from the Company or Divestiture, then the Participant shall Vest in a pro rata portion of the RSUs] [CEO: then a pro rata portion of the RSUs shall continue to Vest following such Early Retirement on the same schedule that the RSUs would Vest had the Participant remained Continuously Employed by the Company through the Vesting Date, with such pro rata portion] determined by multiplying the number of RSUs evidenced by this Agreement, to the extent not previously Vested or forfeited, by a fraction, the numerator of which is the total number of calendar days during which the Participant was employed by the Company during the period beginning on the Date of Grant and ending on the Participant’s Separation from Service and the denominator of which is the total number of calendar days beginning on the Date of Grant and ending on the final Vesting Date, rounded to the nearest whole number of RSUs.

(iv) for Cause prior to the final Vesting Date, then all RSUs, whether Vested or unvested prior to the final Vesting Date, shall be immediately forfeited without further consideration to the Participant.

(c)Accelerated Vesting in Connection with a Change of Control.

(i) If a Change of Control occurs prior to the final Vesting Date, and the Participant has been in Continuous Employment between the Date of Grant and the date of such Change of Control, then all unvested RSUs evidenced by this Agreement shall become 100% Vested, except (A) to the extent such RSUs have previously been forfeited, or (B) to the extent that a Replacement Award is provided to the Participant to replace, continue or adjust the outstanding RSUs (the “Replaced Award”). If the Participant’s employment with the Company (or any of its successors after the Change of Control) (as applicable, the “Successor Company”) is terminated by the Participant for Good Reason or by the Successor Company other than for Cause, in each case within a period of two years after the Change of Control but prior to the final Vesting Date, to the extent that the Replacement Award has not previously been Vested or forfeited, the Replacement Award shall become 100% Vested (and become entitled to settlement as specified in [NON-CEO: Section 4(b)(ii)] [CEO: Section 4(b)(iv)]).

(ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (i.e., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to U.S. publicly traded equity securities of the Successor Company in the Change of Control (or another U.S. publicly traded entity that is affiliated with the Successor Company following the Change of Control), (D) the tax consequences of which for such Participant under the Code, if the Participant is subject to U.S. federal income tax under the Code, are not less favorable to the Participant than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent change of control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or ceasing to be exempt from Code Section 409A. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding two sentences are satisfied. The determination of whether the conditions of this Section 3(c)(ii) are satisfied will be made in good faith by the Committee, as constituted immediately before the Change of Control, in its sole discretion.

(iii) For purposes of this Agreement, “Cause” means: (A) the willful and continued failure by the Participant to substantially perform the Participant’s duties with the Successor Company (other than any such failure resulting from termination by the Participant for Good Reason) after a demand for substantial performance is delivered to the Participant that specifically identifies the manner in which the Successor Company believes that the Participant has not substantially performed the Participant’s duties, and the Participant has failed to resume substantial performance of the Participant’s duties on a continuous basis within five days of receiving such demand; (B) the willful engaging by the Participant in conduct that is demonstrably and materially injurious to the Successor Company, monetarily or otherwise; or (C) the Participant’s conviction of a felony or conviction of a misdemeanor that impairs the Participant’s ability substantially to perform the Participant’s duties with the Successor Company. For the purposes of this definition, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s action or omission was in the best interest of the Successor Company.

Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents a Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations and, for purpose of clarity, the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.

(iv) For purposes of this Agreement, “Good Reason” means: (A) any material failure of the Successor Company to comply with and satisfy any of the terms of any employment or change of control (or similar) agreement between the Successor Company and the Participant pursuant to which the Participant provides services to the Successor Company; (B) any significant involuntary reduction of the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control (and, for the avoidance of doubt, involuntary removal of the Participant from an officer position that the Participant holds immediately prior to the Change of Control will not, by itself, constitute a significant involuntary reduction of the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control); (C) any material involuntary reduction in the aggregate remuneration of the Participant as in effect immediately prior to the Change of Control; or (D) requiring the Participant to become based at any office or location more than the minimum number of miles required by the Code for the Participant to claim a moving expense deduction, from the office or location at which the Participant was based immediately prior to such Change of Control, except for travel reasonably required in the performance of the Participant’s responsibilities; provided, however, that no termination shall be deemed to be for Good Reason unless (x) the Participant provides the Successor Company with written notice setting forth the specific facts or circumstances constituting Good Reason within 90 days after the initial existence of the occurrence of such facts or circumstances, and (y) the Successor Company has failed to cure such facts or circumstances within 30 days of its receipt of such written notice.

(v) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that, at the time of the Change of Control, are not subject to a "substantial risk of forfeiture" (within the meaning of Code Section 409A) shall be deemed to be Vested at the time of such Change of Control.

(d) Forfeiture of Unvested RSUs. Subject to Section 3(b)(iv), any RSUs that have not Vested pursuant to Section 3(a), Section 3(b), [NON-CEO: or] Section 3(c)[CEO: , or Section 3(e)] as of the final Vesting Date shall be forfeited automatically and without further notice on such date (or earlier if, and on such date that, the Participant ceases to be in Continuous Employment prior to the final Vesting Date for any reason other than as described in Section 3(b) or Section 3(c)).

(e) [CEO: Disability. If, prior to the Vesting Date set forth in Section 1, the Participant becomes Disabled, then the Participant shall immediately Vest in a pro rata portion of the unvested RSUs evidenced by this Agreement determined by multiplying the number of RSUs evidenced by this Agreement, to the extent not previously forfeited, by a fraction, the numerator of which is the total number of calendar days during which the Participant was employed by the Company during the period beginning on the Date of Grant and ending on the date the Participant becomes Disabled and the denominator of which is the total number of calendar days beginning on the Date of Grant and ending on the Vesting Date, rounded to the nearest whole number of RSUs.]

4.Settlement of RSUs.

(a)Normal. Subject to Section 4(b), the Company shall pay to the Participant the Settlement Amount on or within 30 days after the Vesting Date for each Vested RSU to the extent the RSU has not previously been Vested, forfeited or settled.

(b)Other Settlement Events. Notwithstanding Section 4(a), to the extent the RSUs are Vested RSUs on the dates set forth below and to the extent the Vested RSUs have not previously been Vested, forfeited or settled, the Company will settle such Vested RSUs as follows:

(i) Death. Within 30 days of the Participant's death, the Company will pay, to the person entitled by will or the applicable laws of descent and distribution to such Vested RSUs, the Settlement Amount for each such Vested RSU.

(ii) [NON-CEO: Separation from Service. Within 30 days of the Participant’s Separation from Service,] [CEO: Disability. Within 30 days of the Participant’s Disability,] the Company will pay to the Participant the Settlement Amount for each such Vested RSU.

(iii) Change of Control. The Participant is entitled to receive payment of the Settlement Amount for each Vested RSU on the date of the Change of Control; provided, however, that if such Change of Control would not qualify as a permissible date of distribution under Code Section 409A(a)(2)(A) [CEO: (such qualifying date of distribution, a “409A Change of Control”)], and the regulations thereunder, and where Code Section 409A applies to such distribution, the Participant is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Section 4 as though such Change of Control had not occurred.

(iv) [CEO: Separation from Service Following Change in Control. Within 30 days of the Participant's Separation from Service that occurs within a period of two years after a 409A Change of Control, the Company will pay to the Participant the Settlement Amount for each such Vested RSU.]

(c)Payment of Taxes Upon Settlement. As a condition of the payment of the Settlement Amount upon settlement of RSUs hereunder, the Participant agrees that the Company shall withhold from the Settlement Amount any taxes required to be withheld by the Company under Federal, State or local law as a result of the settlement of the RSUs in an amount sufficient to satisfy the minimum amount of taxes that is required to be withheld. To the extent permitted under the Plan, the Committee may allow for withholding up to the maximum amount permissible in accordance with applicable law in effect as of the date the RSUs are settled; provided, however, and notwithstanding Section 11.4 of the Plan, additional tax withholding above the statutory minimum may not be satisfied by delivering to the Company previously acquired shares of Stock.

(d)Specified Employee. Notwithstanding anything (including any provision of this Agreement or the Plan) to the contrary, if a Participant is a Specified Employee and if the RSUs are subject to Code Section 409A, payment to the Participant on account of a Separation from Service shall, to the extent required to comply with Treasury Regulation Section 1.409A-3(i)(2), be made to the Participant on the earlier of (i) the Participant’s death or (ii) the first business day (or within 30 days after such first business day) that is more than six months after the date of Separation from Service. In the Company’s sole and absolute discretion, interest may be paid due to such delay. Further,any interest shall be calculated in the manner determined by the Company in its sole and absolute discretion in a manner that qualifies any interest as reasonable earnings under Code Section 409A. Dividend equivalents shall not be paid with respect to any dividends that would have been paid during the delay.

5.Non-Transferability of RSUs. The RSUs may not be assigned, transferred, pledged or hypothecated in any manner (otherwise than by will or the laws of descent or distribution) nor may the Participant enter into any transaction for the purpose of, or which has the effect of, reducing the market risk of holding the RSUs by using puts, calls or similar financial techniques. The RSUs subject to this Agreement may be settled during the lifetime of the Participant only with the Participant or the Participant’s guardian or legal representative. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of the RSUs or any related rights to the RSUs that is contrary to the provisions of this Agreement or the Plan, or upon the levy of any attachment or similar process upon the RSUs or such rights, the RSUs and such rights shall immediately become null and void. The terms of this Agreement shall be binding upon the Successors of the Participant.

6.Rights as Stockholder. The Participant, or his/her Successors, shall have no rights as stockholder with respect to any RSUs covered by this Agreement, and, except as provided in Section 7 [If applicable: or Section 8], no adjustment shall be made for dividends or distributions or other rights in respect of such RSUs.

7.[As applicable: Payment of Dividend Equivalents. From and after the Date of Grant until the earlier of (a) the time when the RSUs become Vested and are settled in accordance with Section 3 and Section 4 or (b) the time when the Participant’s right to receive shares of Stock in settlement of the RSUs is forfeited in accordance with Section 3, on the date that the Company pays a cash dividend (if any) to holders of Stock generally, the Participant shall be entitled to a number of additional RSUs determined by dividing (i) the product of (x) the dollar amount of the cash dividend paid per share of Stock on such date and (y) the total number of RSUs (including dividend equivalents paid thereon) previously credited to the Participant as of such date, by (ii) the Fair Market Value of the Stock on such date. Such dividend equivalents (if any) shall be subject to the same terms and conditions and shall be paid, in the aggregate rounded up to the nearest whole number, or forfeited in the same manner and at the same time as the RSUs to which the dividend equivalents were credited. / No Dividend Equivalents. No dividend equivalents will be paid or accumulated on the RSUs.]

8.Adjustments Upon Changes in Capitalization; Change of Control. In the event of any change in corporate capitalization, corporate transaction, sale or other disposition of assets or similar corporate transaction or event involving the Company as described in Section 5.5 of the Plan, the Committee shall make equitable adjustment as it determines necessary and appropriate in the number of RSUs subject to this Agreement; provided, however, that no fractional share shall be issued upon subsequent settlement of the RSUs. No adjustment shall be made if such adjustment is prohibited by Section 5.5 of the Plan (relating to Code Section 409A).

9.Notices. Each notice relating to this Agreement shall be deemed to have been given onthe date it is received. Each notice to the Company shall be addressed to its principal office in Chicago, Illinois, Attention: Compensation. Each notice to the Participant or any other person or persons entitled to receive a Settlement Amount upon settlement of the RSUs shall be addressed to the Participant’s address and may be in written or electronic form. Anyone to whom a notice may be given under this Agreement may designate a new address by giving notice to the effect.

10.Benefits of Agreement, This Agreement shall inure to the benefit of and be binding upon each successor of the Company. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant's Successors. This Agreement shall be the sole and exclusive source of any and all rights that the Participant or his/her Successors may have in respect to the Plan or this Agreement.

11.No Right to Continued Employment. Nothing in this Agreement shall interfere with or affect the rights of the Company or the Participant under any employment agreement or confer upon the Participant any right to continued employment with the Company.

12.Resolution of Disputes. Any dispute or disagreement that should arise under or as a result of or in any way related to the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive for all purposes. This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the state of Delaware.

13.Section 409A Compliance. To the extent applicable, this Agreement is intended to comply with Code Section 409A and any regulations or notices provided thereunder. This Agreement and the Plan shall be interpreted in a manner consistent with this intent. The Company reserves the unilateral right to amend this Agreement on written notice to the Participant in order to comply with Code Section 409A. It is intended that all compensation and benefits payable or provided to Participant under this Agreement shall, to the extent required to comply with Code Section 409A, fully comply with the provisions of Code Section 409A and the Treasury Regulations relating thereto so as not to subject Participants to the additional tax, interest or penalties that may be imposed under Code Section 409A. None of the Company, its contractors, agents and employees, the Board and each member of the Board shall be liable for any consequences of any failure to follow the requirements of Code Section 409A or any guidance or regulations thereunder, unless such failure was the direct result of an action or failure to act that was undertaken by the Company in bad faith.

14.Amendment. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto.

15.Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.

16.Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the RSUs and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

NAI-1503709329v2

10

EX-12.0

Exhibit 12

Conagra Brands, Inc. and Subsidiaries

Computation of Ratio of Earnings to Fixed Charges

($ in millions)

	Thirteen Weeks Ended
	August 26, 2018
Earnings:
Income from continuing operations before income taxes and equity method investment earnings	$	219.4
Add (deduct):
Fixed charges	55.6
Distributed income of equity method investees	13.2
Capitalized interest	(0.8		)
Earnings available for fixed charges (a)	$	287.4
Fixed charges:
Interest expense	$	49.6
Capitalized interest	0.8
One third of rental expense (1)	5.2
Total fixed charges (b)	$	55.6
Ratio of earnings to fixed charges (a/b)	5.2

⁽¹⁾ Considered to be representative of interest factor in rental expense.

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Sean M. Connolly, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended August 26, 2018 of Conagra Brands, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 2, 2018

/s/ SEAN M. CONNOLLY

Sean M. Connolly

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, David S. Marberger, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended August 26, 2018 of Conagra Brands, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 2, 2018

/s/ DAVID S. MARBERGER

David S. Marberger

Executive Vice President and Chief Financial Officer

EX-32.0

Exhibit 32

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Sean M. Connolly, Chief Executive Officer of Conagra Brands, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that Conagra Brands, Inc.'s Quarterly Report on Form 10-Q for the quarter ended August 26, 2018 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and that the information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Conagra Brands, Inc. as of and for the periods presented.

October 2, 2018

/s/ SEAN M. CONNOLLY

Sean M. Connolly

Chief Executive Officer

I, David S. Marberger, Executive Vice President and Chief Financial Officer of Conagra Brands, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that Conagra Brands, Inc.'s Quarterly Report on Form 10-Q for the quarter ended August 26, 2018 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and that the information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Conagra Brands, Inc. as of and for the periods presented.

October 2, 2018

/s/ DAVID S. MARBERGER

David S. Marberger

Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Conagra Brands, Inc. and will be retained by Conagra Brands, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Document and Entity Information	3 Months Ended
	Aug. 26, 2018 shares
Document and Entity Information [Abstract]
Entity Registrant Name	CONAGRA BRANDS INC.
Entity Central Index Key	0000023217
Current Fiscal Year End Date	--05-26
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Aug. 26, 2018
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding	391,739,943
Entity Emerging Growth Company	false
Entity Small Business	false

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Condensed Consolidated Statements of Earnings - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017
Income Statement [Abstract]
Net sales	$ 1,834.4	$ 1,804.2
Costs and expenses:
Cost of goods sold	1,318.9	1,285.2
Selling, general and administrative expenses	257.3	259.6
Pension and postretirement non-service income	(10.2)	(20.6)
Interest expense, net	49.0	36.4
Income from continuing operations before income taxes and equity method investment earnings	219.4	243.6
Income tax expense	57.4	120.0
Equity method investment earnings	16.2	30.0
Income from continuing operations	178.2	153.6
Loss from discontinued operations, net of tax	0.0	(0.3)
Net income	178.2	153.3
Less: Net income attributable to noncontrolling interests	0.0	0.8
Net income attributable to Conagra Brands, Inc.	$ 178.2	$ 152.5
Earnings per share — basic
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders (in dollars per share)	$ 0.45	$ 0.37
Income from discontinued operations attributable to Conagra Brands, Inc. common stockholders (in dollars per share)	0.00	0.00
Net income attributable to Conagra Brands, Inc. common stockholders (in dollars per share)	0.45	0.37
Earnings per share — diluted
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders (in dollars per share)	0.45	0.36
Income from discontinued operations attributable to Conagra Brands, Inc. common stockholders (in dollars per share)	0.00	0.00
Net income attributable to Conagra Brands, Inc. common stockholders (in dollars per share)	0.45	0.36
Cash dividends declared per common share (in dollars per share)	$ 0.2125	$ 0.2125

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Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017
Net income
Pre-Tax Amount	$ 235.6	$ 273.4
Tax (Expense) Benefit	(57.4)	(120.1)
Net income	178.2	153.3
Unrealized derivative adjustments
Pre-Tax Amount	(57.9)	0.0
Tax (Expense) Benefit	14.5	0.0
After-Tax Amount	(43.4)	0.0
Unrealized gains on available-for-sale securities
Pre-Tax Amount	0.0	0.3
Tax (Expense) Benefit	0.0	(0.1)
After-Tax Amount	0.0	0.2
Unrealized currency translation gains (losses)
Pre-Tax Amount	(3.0)	32.6
Tax (Expense) Benefit	0.0	(0.1)
After-Tax Amount	(3.0)	32.5
Unrealized pension and post-employment benefit obligations
Pre-Tax Amount	(0.4)	0.1
Tax (Expense) Benefit	0.0	0.0
After-Tax Amount	(0.4)	0.1
Reclassification for pension and post-employment benefit obligations included in net income
Pre-Tax Amount	(0.2)	(0.1)
Tax (Expense) Benefit	0.1	0.0
After-Tax Amount	(0.1)	(0.1)
Comprehensive income
Pre-Tax Amount	174.1	306.3
Tax (Expense) Benefit	(42.8)	(120.3)
After-Tax Amount	131.3	186.0
Comprehensive income (loss) attributable to noncontrolling interests
Pre-Tax Amount	(2.1)	2.0
Tax (Expense) Benefit	(0.2)	(0.2)
After-Tax Amount	(2.3)	1.8
Comprehensive income attributable to Conagra Brands, Inc.
Pre-Tax Amount	176.2	304.3
Tax (Expense) Benefit	(42.6)	(120.1)
After-Tax Amount	$ 133.6	$ 184.2

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Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Aug. 26, 2018	May 27, 2018
Current assets
Cash and cash equivalents	$ 74.8	$ 128.0
Receivables, less allowance for doubtful accounts of $1.7 and $2.0	599.2	582.6
Inventories	1,108.5	997.1
Prepaid expenses and other current assets	224.7	186.8
Current assets held for sale	39.3	44.4
Total current assets	2,046.5	1,938.9
Property, plant and equipment	4,111.8	4,062.2
Less accumulated depreciation	(2,475.5)	(2,442.1)
Property, plant and equipment, net	1,636.3	1,620.1
Goodwill	4,499.4	4,502.5
Brands, trademarks and other intangibles, net	1,275.2	1,284.5
Other assets	915.9	906.3
Noncurrent assets held for sale	111.7	137.2
Total assets	10,485.0	10,389.5
Current liabilities
Notes payable	304.1	277.3
Current installments of long-term debt	307.5	307.0
Accounts payable	984.0	915.1
Accrued payroll	93.9	163.9
Other accrued liabilities	743.9	672.9
Total current liabilities	2,433.4	2,336.2
Senior long-term debt, excluding current installments	3,037.8	3,035.6
Subordinated debt	195.9	195.9
Other noncurrent liabilities	1,002.9	1,065.2
Total liabilities	6,670.0	6,632.9
Common stockholders' equity
Common stock of $5 par value, authorized 1,200,000,000 shares; issued 567,907,172	2,839.7	2,839.7
Additional paid-in capital	1,165.6	1,180.0
Retained earnings	4,841.5	4,744.9
Accumulated other comprehensive loss	(155.7)	(110.5)
Less treasury stock, at cost, 176,167,229 and 177,078,193 common shares	(4,954.6)	(4,977.9)
Total Conagra Brands, Inc. common stockholders' equity	3,736.5	3,676.2
Noncontrolling interests	78.5	80.4
Total stockholders' equity	3,815.0	3,756.6
Total liabilities and stockholders' equity	$ 10,485.0	$ 10,389.5

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Aug. 26, 2018	May 27, 2018
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 1.7	$ 2.0
Common stock, par value (in dollars per share)	$ 5	$ 5
Common stock, authorized (in shares)	1,200,000,000	1,200,000,000
Common stock, issued (in shares)	567,907,172	567,907,172
Treasury stock, at cost (in shares)	176,167,229	177,078,193

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017
Cash flows from operating activities:
Net income	$ 178.2	$ 153.3
Loss from discontinued operations	0.0	(0.3)
Income from continuing operations	178.2	153.6
Adjustments to reconcile income from continuing operations to net cash flows from operating activities:
Depreciation and amortization	63.7	64.7
Asset impairment charges	0.5	6.0
Gain on divestiture	(13.3)	0.0
Earnings of affiliates in excess of distributions	(3.0)	(30.0)
Stock-settled share-based payments expense	11.4	8.2
Contributions to pension plans	(4.2)	(3.8)
Pension benefit	(6.9)	(12.6)
Other items	7.4	5.5
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:
Receivables	(18.9)	(13.7)
Inventories	(115.1)	(138.4)
Deferred income taxes and income taxes payable, net	49.4	132.1
Prepaid expenses and other current assets	(24.1)	(6.5)
Accounts payable	50.4	67.8
Accrued payroll	(70.0)	(72.1)
Other accrued liabilities	(10.8)	(19.3)
Net cash flows from operating activities — continuing operations	94.7	141.5
Net cash flows from operating activities — discontinued operations	0.0	(5.5)
Net cash flows from operating activities	94.7	136.0
Cash flows from investing activities:
Additions to property, plant and equipment	(86.1)	(42.6)
Sale of property, plant and equipment	17.2	4.0
Proceeds from divestiture	30.3	0.0
Other items	0.1	0.0
Net cash flows from investing activities	(38.5)	(38.6)
Cash flows from financing activities:
Net short-term borrowings	26.8	295.3
Bridge financing fees and other	(35.1)	0.0
Payment of intangible asset financing arrangement	(14.0)	(14.4)
Repurchase of Conagra Brands, Inc. common shares	0.0	(300.0)
Cash dividends paid	(83.0)	(83.3)
Exercise of stock options and issuance of other stock awards, including tax withholdings	(2.4)	(2.4)
Other items	(1.9)	(2.3)
Net cash flows from financing activities	(109.6)	(107.1)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	0.2	9.7
Net change in cash and cash equivalents and restricted cash	(53.2)	0.0
Cash and cash equivalents and restricted cash at beginning of period	129.0	252.4
Cash and cash equivalents and restricted cash at end of period	$ 75.8	$ 252.4

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Aug. 26, 2018

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The unaudited financial information reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position, and cash flows for the periods presented. The adjustments are of a normal recurring nature, except as otherwise noted. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in the Conagra Brands, Inc. (formerly ConAgra Foods, Inc., the "Company", "we", "us", or "our") Annual Report on Form 10-K for the fiscal year ended May 27, 2018.

The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or the full fiscal year.

Basis of Consolidation — The Condensed Consolidated Financial Statements include the accounts of Conagra Brands, Inc. and all majority-owned subsidiaries. In addition, the accounts of all variable interest entities for which we have been determined to be the primary beneficiary are included in our Condensed Consolidated Financial Statements from the date such determination is made. All significant intercompany investments, accounts, and transactions have been eliminated.

Revenue Recognition — Our revenues primarily consist of the sale of food products which are sold to retailers and foodservice customers through direct sales forces, broker, and distributor arrangements. These revenue contracts generally have single performance obligations. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade promotion, consumer coupon redemption, unsaleable product, and other costs. Amounts billed and due from our customers are classified as receivables and require payment on a short-term basis and, therefore, we do not have any significant financing components.

We recognize revenue when (or as) performance obligations are satisfied by transferring control of the goods to customers. Control is transferred upon delivery of the goods to the customer. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. We assess the goods and services promised in our customers' purchase orders and identify a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct.

We offer various forms of trade promotions and the methodologies for determining these provisions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance. Our promotional activities are conducted either through the retail trade or directly with consumers and include activities such as in-store displays and events, feature price discounts, consumer coupons, and loyalty programs. The costs of these activities are recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of these costs therefore requires management judgment regarding the volume of promotional offers that will be redeemed by either the retail trade or consumer. These estimates are made using various techniques including historical data on performance of similar promotional programs. Differences between estimated expense and actual redemptions are recognized as a change in management estimate in a subsequent period.

Comprehensive Income — Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity, changes in the value of available-for-sale investments (prior to the adoption of ASU 2016-01), and changes in prior service cost and net actuarial gains (losses) from pension (for amounts not in excess of the 10% corridor) and post-retirement health care plans. On foreign investments we deem to be essentially permanent in nature, we do not provide for taxes on currency translation adjustments arising from converting an investment denominated in a foreign currency to U.S. dollars. When we determine that a foreign investment, as well as undistributed earnings, are no longer permanent in nature, estimated taxes will be provided for the related deferred tax liability (asset), if any, resulting from currency translation adjustments.

The following table details the accumulated balances for each component of other comprehensive income, net of tax:

	August 26, 2018			May 27, 2018
Currency translation losses, net of reclassification adjustments	$	(95.4	)	$	(94.7	)
Derivative adjustments, net of reclassification adjustments	(42.4		)	1.0
Unrealized gains on available-for-sale securities	—			0.6
Pension and post-employment benefit obligations, net of reclassification adjustments	(17.9		)	(17.4		)
Accumulated other comprehensive loss 1	$	(155.7	)	$	(110.5	)

¹ Net of unrealized gains on available-for-sale securities of $0.6 million reclassified to retained earnings as a result of the adoption of ASU 2016-01.

The following table summarizes the reclassifications from accumulated other comprehensive loss into income:

	Thirteen weeks ended						Affected Line Item in the Condensed Consolidated Statement of Earnings1
	August 26, 2018			August 27, 2017
Pension and postretirement liabilities:
Net prior service cost (benefit)	$	0.2		$	(0.1	)	Pension and postretirement non-service income
Net actuarial gain	(0.4		)	—			Pension and postretirement non-service income
	(0.2		)	(0.1		)	Total before tax
	0.1			—			Income tax expense
	$	(0.1	)	$	(0.1	)	Net of tax

¹ Amounts in parentheses indicate income recognized in the Condensed Consolidated Statements of Earnings.

Cash and cash equivalents — Cash and all highly liquid investments with an original maturity of three months or less at the date of acquisition, including short-term time deposits and government agency and corporate obligations, are classified as cash and cash equivalents.

Reclassifications and other changes — Certain prior year amounts have been reclassified to conform with current year presentation.

Use of Estimates — Preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions. These estimates and assumptions affect reported amounts of assets, liabilities, revenues, and expenses as reflected in the Condensed Consolidated Financial Statements. Actual results could differ from these estimates.

Accounting Changes — In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers ("Topic 606"), which replaces most existing revenue recognition guidance in U.S. GAAP, including industry-specific requirements. Topic 606 provides companies with a single revenue recognition model for recognizing revenue with customers; specifically requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.

We utilized a comprehensive approach to evaluate and document the impact of the guidance on our current accounting policies and practices in order to identify material differences, if any, that would result from applying the new requirements to our revenue contracts. We did not identify any material differences resulting from applying the new requirements to our revenue contracts. In addition, we did not identify any significant changes to our business processes, systems, and controls to support recognition and disclosure requirements under the new guidance. We adopted the provisions of this ASU in fiscal 2019 utilizing the modified retrospective method. We recorded a $0.5 million cumulative effect adjustment, net of tax, to the opening balance of fiscal 2019 retained earnings, a decrease to receivables of $7.6 million, an increase to inventories of $2.8 million, an increase to prepaid expenses and other current assets of $6.9 million, an increase to other accrued liabilities of $1.4 million, and an increase to other noncurrent liabilities of $0.2 million. The adjustments primarily related to the timing of recognition of certain customer charges, trade promotional expenditures, and volume discounts.

The effect of the changes made to our Condensed Consolidated Balance Sheet as of August 26, 2018 for the adoption of Topic 606 was as follows:

	As Reported		Adjustments			Balances without Adoption of Topic 606
Current assets
Receivables, less allowance for doubtful accounts	$	599.2	$	7.9		$	607.1
Inventories	1,108.5		(3.2		)	1,105.3
Prepaid expenses and other current assets	224.7		(22.5		)	202.2
Current liabilities
Other accrued liabilities	743.9		(1.1		)	742.8
Other noncurrent liabilities	1,002.9		(4.2		)	998.7

The effect of the changes made to our Condensed Consolidated Statement of Earnings for the adoption of Topic 606 was as follows:

	Thirteen weeks ended August 26, 2018
	As Reported		Adjustments			Balances without Adoption of Topic 606
Net sales	$	1,834.4	$	(9.3	)	$	1,825.1
Cost of goods sold	1,318.9		6.8			1,325.7
Income from continuing operations before income taxes and equity method investment earnings	219.4		(16.1		)	203.3

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The effective date for this standard is for fiscal years beginning after December 31, 2017. We adopted this ASU in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. We adopted this ASU retrospectively in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash, which provides amendments to current guidance to address the classifications and presentation of changes in restricted cash in the statement of cash flows. We adopted this ASU retrospectively in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business, which provides a new framework for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. We adopted this ASU prospectively in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires companies to present the service cost component of net benefit cost in the same line items in which they report compensation cost. Companies are required to present all other components of net benefit cost outside operating income, if this subtotal is presented. In addition, the new standard requires that only the service cost component of net periodic benefit expense is eligible for capitalization. The new standard requires retrospective adoption of the presentation of net periodic benefit expense and prospective application of the capitalization of the service cost component. We adopted this ASU in fiscal 2019. As a result, the following amounts were reclassified in the first quarter of fiscal 2018 to correspond to the current year presentation:

	Thirteen weeks ended
	August 27, 2017
Reclassified from Selling, general and administrative expense	$	20.6
Reclassified to Pension and postretirement non-service income	$	20.6

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance in current U.S. GAAP. The amendments in this update better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The effective date for the standard is for fiscal years beginning after December 15, 2018. We elected to early adopt this ASU in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements. See Note 8 for a discussion of our derivatives.

Recently Issued Accounting Standards — In February 2016, the FASB issued ASU 2016-02, Leases, Topic 842, which requires lessees to reflect most leases on their balance sheet as assets and obligations. The effective date for the standard is for fiscal years beginning after December 15, 2018. Early adoption is permitted. We are evaluating the effect that this standard will have on our consolidated financial statements and related disclosures. The standard can be applied using the modified retrospective method, with elective reliefs, which requires application of the new guidance for all periods presented. Entities may also elect the optional transition method provided under ASU 2018-11, Leases, Topic 842: Targeted Improvement, issued in July 2018, allowing for application of the standard at the adoption date, with recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

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ACQUISITIONS

3 Months Ended

Aug. 26, 2018

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

On June 26, 2018, we entered into a definitive merger agreement with Pinnacle Foods Inc. ("Pinnacle") under which we will acquire all outstanding shares of Pinnacle common stock in a cash and stock transaction valued at approximately $10.9 billion, including Pinnacle's outstanding net debt. Under the terms of the transaction, Pinnacle shareholders will receive $43.11 per share in cash and 0.6494 shares of our common stock for each share of Pinnacle common stock held. The implied price of $68.00 per Pinnacle share is based on the volume-weighted average price of our stock for the five days ended June 21, 2018. The planned acquisition is expected to close by the end of October 2018 and remains subject to the approval of Pinnacle shareholders and the satisfaction of other customary closing conditions.

In February 2018, we acquired the Sandwich Bros. of Wisconsin^® business, maker of frozen breakfast and entree flatbread pocket sandwiches, for a cash purchase price of $87.3 million, net of cash acquired, including working capital adjustments. Approximately $57.8 million has been classified as goodwill, and $9.7 million and $7.1 million have been classified as non-amortizing and amortizing intangible assets, respectively. The amount allocated to goodwill is deductible for tax purposes. The business is included in the Refrigerated & Frozen segment.

In October 2017, we acquired Angie's Artisan Treats, LLC, maker of Angie's^®BOOMCHICKAPOP^® ready-to-eat popcorn, for a cash purchase price of $249.8 million, net of cash acquired, including working capital adjustments. Approximately $155.1 million has been classified as goodwill, of which $95.4 million is deductible for income tax purposes. Approximately $73.8 million and $10.3 million of the purchase price have been allocated to non-amortizing and amortizing intangible assets, respectively. The business is primarily included in the Grocery & Snacks segment, and to a lesser extent within the International segment.

These acquisitions collectively contributed $37.4 million to net sales during the first quarter of fiscal 2019.

For each of these acquisitions, the amounts allocated to goodwill were primarily attributable to anticipated synergies, product portfolios, and other intangibles that do not qualify for separate recognition.

Under the acquisition method of accounting, the assets acquired and liabilities assumed in these acquisitions were recorded at their respective estimated fair values at the date of acquisition.

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DISCONTINUED OPERATIONS AND OTHER DIVESTITURES

3 Months Ended

Aug. 26, 2018

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 (the "Spinoff"). 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. Included within discontinued operations for the first quarter of fiscal 2018 was an after-tax loss of $0.2 million ($0.3 million pre-tax loss) related to the Lamb Weston business. We entered into a transition services agreement in connection with the Spinoff and recognized $1.3 million of income for the performance of services during the first quarter of fiscal 2018 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. We entered into a transition services agreement with TreeHouse Foods, Inc. and recognized $1.7 million of income for the performance of services during the first quarter of fiscal 2018 within SG&A expenses.

Other Divestitures

During the first quarter of fiscal 2019, we completed the sale of our Del Monte^®processedfruit and vegetable business in Canada, which is part of our International segment, to Bonduelle Group for proceeds of $39.9 million Canadian dollars, which was approximately $30.3 million U.S. dollars at the exchange rate on the date of close. The final proceeds are subject to working capital adjustments. We recognized a gain on the sale of $13.3 million recognized within SG&A expenses. The assets of this business have been reclassified as assets held for sale within our Condensed Consolidated Balance Sheets for periods prior to the divestiture.

The assets classified as held for sale reflected in our Condensed Consolidated Balance Sheets related to the Del Monte^® processed fruit and vegetable business in Canada were as follows:

	May 27, 2018
Current assets	$	6.1
Noncurrent assets (including goodwill of $5.8 million)	11.5

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"). During the fourth quarter of fiscal 2018, Conagra Brands and Smucker terminated the agreement. This outcome followed the decision of the Federal Trade Commission, announced on March 5, 2018, to challenge the pending sale. The Company is still actively marketing the Wesson^® oil business and expects to sell it within the next twelve months. 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:

	August 26, 2018		May 27, 2018
Current assets	$	39.3	$	37.7
Noncurrent assets (including goodwill of $74.5 million)	101.3		101.0

In addition, we are actively marketing certain other 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 assets classified as held for sale was $10.4 million in our Corporate segment at August 26, 2018 and $10.4 million and $14.9 million in our Corporate and Grocery & Snacks segments, respectively, at May 27, 2018.

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RESTRUCTURING ACTIVITIES

3 Months Ended

Aug. 26, 2018

Restructuring and Related Activities [Abstract]

RESTRUCTURING ACTIVITIES

RESTRUCTURING ACTIVITIES

Supply Chain and Administrative Efficiency Plan

In May 2013, we announced the Supply Chain and Administrative Efficiency Plan (the "SCAE Plan"), our plan to integrate and restructure the operations of our Private Brands business, improve SG&A effectiveness and efficiencies, and optimize our supply chain network, manufacturing assets, dry distribution centers, and mixing centers. In the second quarter of fiscal 2016, we announced plans to realize efficiency benefits by reducing SG&A expenses and enhancing trade spend processes and tools, which plans were included as part of the SCAE Plan. Although we divested the Private Brands business, we have continued to implement the SCAE Plan, including by working to optimize our supply chain network, pursue cost reductions through our SG&A functions, enhance trade spend processes and tools, and improve productivity.

Although we remain unable to make good faith estimates relating to the entire SCAE Plan, we are reporting on actions initiated through the end of the first quarter of fiscal 2019, 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 August 26, 2018, our Board of Directors has approved the incurrence of up to $900.9 million of expenses in connection with the SCAE Plan, including expenses allocated for the Private Brands and Lamb Weston operations. We have incurred or expect to incur approximately $469.8 million of charges ($322.0 million of cash charges and $147.8 million of non-cash charges) for actions identified to date under the SCAE Plan related to our continuing operations. In the first quarter of fiscal 2019 and 2018, we recognized charges of $0.6 million and $11.4 million, respectively, in association with the SCAE Plan related to our continuing operations. We expect to incur costs related to the SCAE Plan over a multi-year period.

We anticipate that we will recognize the following pre-tax expenses in association with the SCAE Plan related to our continuing operations (amounts include charges recognized from plan inception through the first quarter of fiscal 2019):

	Grocery & Snacks		Refrigerated & Frozen		International		Foodservice		Corporate		Total
Multi-employer pension costs	$	32.5	$	—	$	—	$	—	$	—	$	32.5
Accelerated depreciation	37.2		18.6		—		—		1.2		57.0
Other cost of goods sold	11.6		2.1		—		—		—		13.7
Total cost of goods sold	81.3		20.7		—		—		1.2		103.2
Severance and related costs, net	26.3		10.3		3.9		7.9		102.1		150.5
Fixed asset impairment (net of gains on disposal)	5.2		6.9		—		—		11.2		23.3
Accelerated depreciation	—		—		—		—		4.1		4.1
Contract/lease termination expenses	1.0		0.6		0.9		—		85.0		87.5
Consulting/professional fees	1.0		0.4		0.1		—		53.8		55.3
Other selling, general and administrative expenses	16.3		3.5		—		—		23.8		43.6
Total selling, general and administrative expenses	49.8		21.7		4.9		7.9		280.0		364.3
Total	$	131.1	$	42.4	$	4.9	$	7.9	$	281.2	$	467.5
Pension and postretirement non-service income											2.3
Consolidated total											$	469.8

During the first quarter of fiscal 2019, we recognized the following pre-tax expenses for the SCAE Plan related to our continuing operations:

	Grocery & Snacks			International		Corporate			Total
Multi-employer pension costs	$	0.2		$	—	$	—		$	0.2
Accelerated depreciation	1.4			—		—			1.4
Other cost of goods sold	0.7			—		—			0.7
Total cost of goods sold	2.3			—		—			2.3
Severance and related costs, net	(1.3		)	0.2		(0.6		)	(1.7		)
Fixed asset impairment (net of gains on disposal)	(0.9		)	—		—			(0.9		)
Contract/lease termination expenses	—			—		0.5			0.5
Consulting/professional fees	—			—		0.1			0.1
Other selling, general and administrative expenses	—			—		0.9			0.9
Total selling, general and administrative expenses	(2.2		)	0.2		0.9			(1.1		)
Total	$	0.1		$	0.2	$	0.9		$	1.2
Pension and postretirement non-service income									(0.6		)
Consolidated total									$	0.6

Included in the above table are $0.1 million of charges that have resulted or will result in cash outflows and $0.5 million in non-cash charges.

We recognized the following cumulative (plan inception to August 26, 2018) pre-tax expenses related to the SCAE Plan related to our continuing operations in our Condensed Consolidated Statements of Earnings:

	Grocery & Snacks		Refrigerated & Frozen		International		Foodservice		Corporate		Total
Multi-employer pension costs	$	32.5	$	—	$	—	$	—	$	—	$	32.5
Accelerated depreciation	34.4		18.6		—		—		1.2		54.2
Other cost of goods sold	11.0		2.1		—		—		—		13.1
Total cost of goods sold	77.9		20.7		—		—		1.2		99.8
Severance and related costs, net	25.2		10.3		3.9		7.9		101.3		148.6
Fixed asset impairment (net of gains on disposal)	5.2		6.9		—		—		11.2		23.3
Accelerated depreciation	—		—		—		—		4.1		4.1
Contract/lease termination expenses	1.0		0.6		0.9		—		84.8		87.3
Consulting/professional fees	1.0		0.4		0.1		—		52.3		53.8
Other selling, general and administrative expenses	15.8		3.3		—		—		22.6		41.7
Total selling, general and administrative expenses	48.2		21.5		4.9		7.9		276.3		358.8
Total	$	126.1	$	42.2	$	4.9	$	7.9	$	277.5	$	458.6
Pension and postretirement non-service income											2.3
Consolidated total											$	460.9

Included in the above results are $316.2 million of charges that have resulted or will result in cash outflows and $144.7 million in non-cash charges. Not included in the above results are $130.2 million of pre-tax expenses ($84.5 million of cash charges and $45.7 million of non-cash charges) related to the Private Brands operations, which we sold in the third quarter of fiscal 2016, and $2.1 million of pre-tax expenses (all resulting in cash charges) related to Lamb Weston.

Liabilities recorded for the SCAE Plan related to our continuing operations and changes therein for the first quarter of fiscal 2019 were as follows:

	Balance at May 27, 2018		Costs Incurred and Charged to Expense		Costs Paid or Otherwise Settled			Changes in Estimates			Balance at August 26, 2018
Multi-employer pension costs	$	32.3	$	—	$	—		$	0.2		$	32.5
Severance and related costs	6.3		—		(3.6		)	(1.7		)	1.0
Consulting/professional fees	0.1		0.1		(0.2		)	—			—
Contract/lease termination	4.9		—		(1.6		)	0.5			3.8
Other costs	0.2		1.6		(1.1		)	—			0.7
Total	$	43.8	$	1.7	$	(6.5	)	$	(1.0	)	$	38.0

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LONG-TERM DEBT AND REVOLVING CREDIT FACILITY

3 Months Ended

Aug. 26, 2018

Debt Disclosure [Abstract]

LONG-TERM DEBT AND REVOLVING CREDIT FACILITY

LONG-TERM DEBT AND REVOLVING CREDIT FACILITY

During the first quarter of fiscal 2019, we entered into an amended and restated revolving credit agreement (the "Revolving Credit Agreement") with a syndicate of financial institutions providing for a revolving credit facility in a maximum aggregate principal amount outstanding at any one time of $1.6 billion (subject to increase to a maximum aggregate principal amount of $2.1 billion). It replaces the existing revolving credit facility and matures on July 11, 2023. As of August 26, 2018, there were no outstanding borrowings under the revolving credit facility. 

In connection with the planned acquisition of Pinnacle (see Note 2), we secured $9.0 billion in fully committed bridge financing from affiliates of Goldman Sachs Group, Inc. The commitments under the committed bridge financing were subsequently reduced by the amounts of a term loan agreement we entered into on July 11, 2018 with a syndicate of financial institutions providing for term loans to us in an aggregate principal amount of up to $1.3 billion (the "New Term Loan Facility"). The funding under the New Term Loan Facility is anticipated to occur simultaneously with the closing date of the acquisition. In connection with the acquisition, we expect to incur an aggregate of up to $8.3 billion of long-term debt, including for the payment of the cash portion of the merger consideration, the repayment of Pinnacle debt, the refinancing of certain Conagra debt, and the payment of related fees and expenses. The permanent financing is also expected to include approximately $575 million of incremental cash proceeds from the issuance of equity and/or divestitures. 

During the third quarter of fiscal 2018, we entered into a term loan agreement (the "Term Loan Agreement") with a financial institution. The Term Loan Agreement provides for term loans to the Company in an aggregate principal amount not in excess of $300.0 million. During the fourth quarter of fiscal 2018, we borrowed the full amount of the $300.0 million provided for under the Term Loan Agreement. The Term Loan Agreement matures on February 26, 2019. The term loan bears interest at a rate equal to three-month LIBOR plus 0.75% per annum and is fully prepayable without penalty.

During the fourth quarter of fiscal 2018, we repaid the remaining principal balance of $70.0 million of our 2.1% senior notes on the maturity date of March 15, 2018.

During the third quarter of fiscal 2018, we repaid the remaining principal balance of $119.6 million of our 1.9% senior notes on the maturity date of January 25, 2018.

During the third quarter of fiscal 2018, we repaid the remaining capital lease liability balance of $28.5 million in connection with the early exit of an unfavorable lease contract.

During the second quarter of fiscal 2018, we issued $500.0 million aggregate principal amount of floating rate notes due October 9, 2020. The notes bear interest at a rate equal to three-month LIBOR plus 0.50% per annum.

Our most restrictive debt agreements (the Revolving Credit Agreement and the term loan agreements) generally require our ratio of earnings before interest, taxes, depreciation and amortization ("EBITDA") to interest expense to be not less than 3.0 to 1.0 and our ratio of funded debt to EBITDA to not exceed certain specified levels, with each ratio to be calculated on a rolling four-quarter basis. As of August 26, 2018, we were in compliance with all financial covenants.

Net interest expense from continuing operations consists of:

	Thirteen weeks ended
	August 26, 2018			August 27, 2017
Long-term debt	$	42.9		$	38.1
Short-term debt	7.5			0.4
Interest income	(0.6		)	(0.9		)
Interest capitalized	(0.8		)	(1.2		)
	$	49.0		$	36.4

In connection with the bridge financing, we have incurred costs of $32.2 million, which are being amortized within interest expense over the commitment period. Our net interest expense included $5.6 million for the first quarter of fiscal 2019 as a result of this amortization.

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VARIABLE INTEREST ENTITIES

3 Months Ended

Aug. 26, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES

Variable Interest Entities Not Consolidated

We lease a certain office building from an entity that we have determined to be a variable interest entity. The lease agreement with this entity includes a fixed-price purchase option for the asset being leased. The lease agreement also contains a contingent put option (the "lease put option") that allows the lessor to require us to purchase the building at the greater of original construction cost, or fair market value, without a lease agreement in place (the "put price") in certain limited circumstances. As a result of substantial impairment charges related to our divested Private Brands operations, this lease put option became exercisable. We are amortizing the difference between the put price and the estimated fair value (without a lease agreement in place) of the property over the remaining lease term within SG&A expenses. As of August 26, 2018 and May 27, 2018, the estimated amount by which the put option price exceeded the estimated fair value of the property was $8.2 million, of which we had accrued $1.3 million and $1.2 million, respectively. This lease is accounted for as an operating lease, and accordingly, there are no material assets and liabilities, other than the accrued portion of the put price, associated with this entity included in the Condensed Consolidated Balance Sheets. We have determined that we do not have the power to direct the activities that most significantly impact the economic performance of this entity. In making this determination, we have considered, among other items, the terms of the lease agreement, the expected remaining useful life of the asset leased, and the capital structure of the lessor entity.

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GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

3 Months Ended

Aug. 26, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The change in the carrying amount of goodwill for the first quarter of fiscal 2019 was as follows:

	Grocery & Snacks			Refrigerated & Frozen			International			Foodservice		Total
Balance as of May 27, 2018	$	2,592.8		$	1,095.7		$	242.9		$	571.1	$	4,502.5
Purchase accounting adjustments	(0.1		)	—			—			—		(0.1		)
Currency translation	—			(0.1		)	(2.9		)	—		(3.0		)
Balance as of August 26, 2018	$	2,592.7		$	1,095.6		$	240.0		$	571.1	$	4,499.4

Other identifiable intangible assets were as follows:

	August 26, 2018				May 27, 2018
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Non-amortizing intangible assets	$	917.3	$	—	$	918.3	$	—
Amortizing intangible assets	579.3		221.4		579.4		213.2
	$	1,496.6	$	221.4	$	1,497.7	$	213.2

Non-amortizing intangible assets are comprised of brands and trademarks.

Amortizing intangible assets, carrying a remaining weighted average life of approximately 13 years, are principally composed of customer relationships, licensing arrangements, and acquired intellectual property. Amortization expense was $8.3 million and $8.6 million for the first quarter of fiscal 2019 and 2018, respectively. Based on amortizing assets recognized in our Condensed Consolidated Balance Sheet as of August 26, 2018, amortization expense is estimated to average $32.6 million for each of the next five years.

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DERIVATIVE FINANCIAL INSTRUMENTS

3 Months Ended

Aug. 26, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

DERIVATIVE FINANCIAL INSTRUMENTS

Our operations are exposed to market risks from adverse changes in commodity prices affecting the cost of raw materials and energy, foreign currency exchange rates, and interest rates. In the normal course of business, these risks are managed through a variety of strategies, including the use of derivatives.

Commodity and commodity index futures and option contracts are used from time to time to economically hedge commodity input prices on items such as natural gas, vegetable oils, proteins, packaging materials, dairy, grains, and electricity. Generally, we economically hedge a portion of our anticipated consumption of commodity inputs for periods of up to 36 months. We may enter into longer-term economic hedges on particular commodities, if deemed appropriate. As of August 26, 2018, we had economically hedged certain portions of our anticipated consumption of commodity inputs using derivative instruments with expiration dates through March 2019.

In order to reduce exposures related to changes in foreign currency exchange rates, we enter into forward exchange, option, or swap contracts from time to time for transactions denominated in a currency other than the applicable functional currency. This includes, but is not limited to, hedging against foreign currency risk in purchasing inventory and capital equipment, sales of finished goods, and future settlement of foreign-denominated assets and liabilities. As of August 26, 2018, we had economically hedged certain portions of our foreign currency risk in anticipated transactions using derivative instruments with expiration dates through May 2019.

From time to time, we may use derivative instruments, including interest rate swaps, to reduce risk related to changes in interest rates. This includes, but is not limited to, hedging against increasing interest rates prior to the issuance of long-term debt and hedging the fair value of our senior long-term debt.

Derivatives Designated as Cash Flow Hedges

During the first quarter of fiscal 2019, we entered into deal-contingent forward starting interest rate swap contracts to hedge a portion of the interest rate risk related to our issuance of long-term debt to help finance the acquisition of Pinnacle. We designated these interest rate swaps as cash flow hedges of the forecasted interest payments related to this debt issuance. The pre-tax unrealized loss associated with these derivatives, which is deferred in accumulated other comprehensive income at August 26, 2018, was $58.1 million.

Economic Hedges of Forecasted Cash Flows

Many of our derivatives do not qualify for, and we do not currently designate certain commodity or foreign currency derivatives to achieve, hedge accounting treatment. We reflect realized and unrealized gains and losses from derivatives used to economically hedge anticipated commodity consumption and to mitigate foreign currency cash flow risk in earnings immediately within general corporate expense (within cost of goods sold). The gains and losses are reclassified to segment operating results in the period in which the underlying item being economically hedged is recognized in cost of goods sold. In the event that management determines a particular derivative entered into as an economic hedge of a forecasted commodity purchase has ceased to function as an economic hedge, we cease recognizing further gains and losses on such derivatives in corporate expense and begin recognizing such gains and losses within segment operating results immediately.

Economic Hedges of Fair Values — Foreign Currency Exchange Rate Risk

We may use options and cross currency swaps to economically hedge the fair value of certain monetary assets and liabilities (including intercompany balances) denominated in a currency other than the functional currency. These derivatives are marked-to-market with gains and losses immediately recognized in SG&A expenses. These substantially offset the foreign currency transaction gains or losses recognized as values of the monetary assets or liabilities being economically hedged change.

All derivative instruments are recognized on our balance sheets at fair value (refer to Note 16 for additional information related to fair value measurements). The fair value of derivative assets is recognized within prepaid expenses and other current assets, while the fair value of derivative liabilities is recognized within other accrued liabilities. In accordance with U.S. GAAP, we offset certain derivative asset and liability balances, as well as certain amounts representing rights to reclaim cash collateral and obligations to return cash collateral, where master netting agreements provide for legal right of setoff. At August 26, 2018 and May 27, 2018, $5.6 million, representing a right to reclaim cash collateral, and $1.0 million, representing an obligation to return cash collateral, respectively, were included in prepaid expenses and other current assets in our Condensed Consolidated Balance Sheets.

Derivative assets and liabilities and amounts representing a right to reclaim cash collateral or an obligation to return cash collateral were reflected in our Condensed Consolidated Balance Sheets as follows:

	August 26, 2018		May 27, 2018
Prepaid expenses and other current assets	$	4.4	$	4.4
Other accrued liabilities	58.6		0.1

The following table presents our derivative assets and liabilities, at August 26, 2018, on a gross basis, prior to the setoff of $1.6 million to total derivative assets and $4.0 million to total derivative liabilities where legal right of setoff existed:

	Derivative Assets			Derivative Liabilities
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate swap contracts	Prepaid expenses and other current assets	$	—	Other accrued liabilities	$	58.1
Total derivatives designated as hedging instruments		$	—		$	58.1
Commodity contracts	Prepaid expenses and other current assets	$	1.0	Other accrued liabilities	$	4.0
Foreign exchange contracts	Prepaid expenses and other current assets	1.8		Other accrued liabilities	0.5
Total derivatives not designated as hedging instruments		$	2.8		$	4.5
Total derivatives		$	2.8		$	62.6

The following table presents our derivative assets and liabilities at May 27, 2018, on a gross basis, prior to the setoff of $1.4 million to total derivative assets and $0.4 million to total derivative liabilities where legal right of setoff existed:

	Derivative Assets			Derivative Liabilities
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Commodity contracts	Prepaid expenses and other current assets	$	3.7	Other accrued liabilities	$	0.4
Foreign exchange contracts	Prepaid expenses and other current assets	2.1		Other accrued liabilities	—
Other	Prepaid expenses and other current assets	—		Other accrued liabilities	0.1
Total derivatives not designated as hedging instruments		$	5.8		$	0.5

The location and amount of gains (losses) from derivatives not designated as hedging instruments in our Condensed Consolidated Statements of Earnings were as follows:

Derivatives Not Designated as Hedging Instruments	Location in Condensed Consolidated  Statements of Earnings of Gains (Losses) Recognized on Derivatives	Gains (Losses) Recognized on Derivatives in Condensed Consolidated Statements of Earnings for the Thirteen Weeks Ended
		August 26, 2018			August 27, 2017
Commodity contracts	Cost of goods sold	$	(7.0	)	$	0.6
Foreign exchange contracts	Cost of goods sold	0.5			(8.0		)
Foreign exchange contracts	Selling, general and administrative expense	—			0.3
Total losses from derivative instruments not designated as hedging instruments		$	(6.5	)	$	(7.1	)

As of August 26, 2018, our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $80.8 million and $25.7 million for purchase and sales contracts, respectively. As of May 27, 2018, our open commodity contracts had a notional value of $100.0 million and $34.2 million for purchase and sales contracts, respectively. The notional amount of our foreign currency forward contracts as of August 26, 2018 and May 27, 2018 was $86.3 million and $82.4 million, respectively.

We enter into certain commodity, interest rate, and foreign exchange derivatives with a diversified group of counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and limit the amount of credit exposure to any one party. These transactions may expose us to potential losses due to the risk of nonperformance by these counterparties. We have not incurred a material loss due to nonperformance in any period presented and do not expect to incur any such material loss. We also enter into futures and options transactions through various regulated exchanges.

At August 26, 2018, the maximum amount of loss due to the credit risk of the counterparties, had the counterparties failed to perform according to the terms of the contracts, was $1.8 million.

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SHARE-BASED PAYMENTS

3 Months Ended

Aug. 26, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

SHARE-BASED PAYMENTS

SHARE-BASED PAYMENTS

For the first quarter of fiscal 2019 and 2018, we recognized total stock-based compensation expense (including stock options, restricted stock units, cash-settled restricted stock units, and performance shares) of $12.3 million and $6.4 million, respectively. Included in the total stock-based compensation expense for the first quarter of fiscal 2019 and 2018 was expense of $0.1 million and $0.3 million, respectively, related to stock options granted by a subsidiary in the subsidiary's shares to the subsidiary's employees. For the first quarter of fiscal 2019, we granted 0.8 million restricted stock units at a weighted average grant date price of $36.16 and 0.5 million performance shares at a weighted average grant date price of $35.96.

Performance shares are granted to selected executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. The performance goal for one-third of the target number of performance shares for the three-year performance period ending in fiscal 2019 (the "2019 performance period") is based on our fiscal 2017 EBITDA return on capital, subject to certain adjustments. The fiscal 2017 EBITDA return on capital target, when set, excluded the results of Lamb Weston. The performance goal for the final two-thirds of the target number of performance shares granted for the 2019 performance period is based on our diluted earnings per share ("EPS") compound annual growth rate ("CAGR"), subject to certain adjustments, measured over the two-year period ending in fiscal 2019. In addition, for certain participants, all performance shares for the 2019 performance period are subject to an overarching EPS goal that must be met in each fiscal year of the 2019 performance period before any pay out can be made to such participants on the performance shares.

The performance goals for the three-year performance periods ending in fiscal 2020 and 2021 are based on our diluted EPS CAGR, subject to certain adjustments, measured over the defined performance periods. In addition, for certain participants, all performance shares for the 2020 performance period are subject to an overarching EPS goal that must be met in each fiscal year of the 2020 performance period before any pay out can be made to such participants on the performance shares.

Awards, if earned, will be paid in shares of our common stock. Subject to limited exceptions set forth in the performance share plan, any shares earned will be distributed after the end of the performance period, and only if the participant continues to be employed with the Company through the date of distribution. For awards where performance against the performance target has not been certified, the value of the performance shares is adjusted based upon the market price of our common stock and current forecasted performance against the performance targets at the end of each reporting period and amortized as compensation expense over the vesting period. Forfeitures are accounted for as they occur.

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EARNINGS PER SHARE

3 Months Ended

Aug. 26, 2018

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

Basic earnings per share is calculated on the basis of weighted average outstanding shares of common stock. Diluted earnings per share is computed on the basis of basic weighted average outstanding shares of common stock adjusted for the dilutive effect of stock options, restricted stock unit awards, and other dilutive securities.

The following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share:

	Thirteen weeks ended
	August 26, 2018		August 27, 2017
Net income attributable to Conagra Brands, Inc. common stockholders:
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders	$	178.2	$	152.8
Loss from discontinued operations, net of tax, attributable to Conagra Brands, Inc. common stockholders	—		(0.3		)
Net income attributable to Conagra Brands, Inc. common stockholders	$	178.2	$	152.5
Weighted average shares outstanding:
Basic weighted average shares outstanding	391.7		415.1
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities	2.4		4.1
Diluted weighted average shares outstanding	394.1		419.2

For the first quarter of fiscal 2019 and 2018, there were 0.8 million and 1.3 million stock options outstanding, respectively, that were excluded from the computation of diluted weighted average shares because the effect was antidilutive.

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INVENTORIES

3 Months Ended

Aug. 26, 2018

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

The major classes of inventories were as follows:

	August 26, 2018		May 27, 2018
Raw materials and packaging	$	189.4	$	206.2
Work in process	94.8		92.4
Finished goods	776.6		651.1
Supplies and other	47.7		47.4
Total	$	1,108.5	$	997.1

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INCOME TAXES

3 Months Ended

Aug. 26, 2018

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Tax Cuts and Jobs Act of 2017 ("Tax Act") was enacted into law on December 22, 2017. The changes to U.S. tax law include, but are not limited to, lowering the statutory corporate tax rate from 35% to 21%, eliminating certain deductions, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries, and changing how foreign earnings are subject to U.S. tax. The Tax Act also enhanced and extended through 2026 the option to claim accelerated depreciation deductions on qualified property.

As a result of the Tax Act and in accordance with SEC Staff Accounting Bulletin 118 ("SAB 118"), we recorded provisional tax expense in the fourth quarter of fiscal 2018 related to the deemed repatriation tax and the revaluation of deferred tax assets and liabilities to reflect the new tax rate. We have not made any measurement period adjustments related to these items during the first quarter of fiscal 2019. We continue to gather and analyze additional information needed to complete our accounting for these items and expect to complete our accounting within the one-year measurement period provided by SAB 118. Any adjustment to these amounts during the measurement period will be recorded in income tax expense in the period in which the analysis is complete. The ultimate effect of the Tax Act may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions we have made, as well as any additional regulatory guidance that may be issued.

Beginning in fiscal 2019, the Tax Act created a provision known as global intangible low-tax income ("GILTI") that imposes a tax on certain earnings of foreign subsidiaries. Due to the complexity of the new GILTI tax rules, we are not yet able to reasonably determine the complete effects of the provision. Therefore, we have not yet elected a policy as to whether we will recognize deferred taxes for basis differences expected to reverse or record GILTI as a current period costs when incurred. We have, however, included an estimate of the current GILTI impact in our effective tax rate for fiscal 2019.

Income tax expense from continuing operations for the first quarter of fiscal 2019 and 2018 was $57.4 million and $120.0 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income from continuing operations, inclusive of equity method investment earnings) from continuing operations was 24.4% and 43.9% for the first quarter of fiscal 2019 and 2018, respectively. 

The effective tax rate in the first quarter of fiscal 2019 reflects the following:

• the impact of the Tax Act, including a reduction in the statutory federal income tax rate to 21%, partially offset by the repeal of the deduction for domestic manufacturing activities, changes in deductibility of executive compensation and the effect of the GILTI inclusion,

• the impact of foreign restructuring resulting in a benefit related to undistributed foreign earnings for which the indefinite reinvestment assertion is no longer made,

• additional tax expense on the repatriation of certain foreign earnings,

• additional tax expense on non-deductible facilitative costs associated with the planned acquisition of Pinnacle, and

• an income tax benefit allowed upon the vesting/exercise of employee stock compensation awards by our employees, beyond that which is attributable to the original fair value of the awards upon the date of grant.

The effective tax rate in the first quarter of fiscal 2018 reflects the following:

• additional tax expense related to the repatriation of cash from foreign subsidiaries,

• additional tax expense related to undistributed foreign earnings for which the indefinite reinvestment assertion was no longer made, and

• an income tax benefit allowed upon the vesting/exercise of employee stock compensation awards by our employees, beyond that which is attributable to the original fair value of the awards upon the date of grant.

The amount of gross unrecognized tax benefits for uncertain tax positions was $33.0 million as of August 26, 2018 and $32.5 million as of May 27, 2018. There were no balances included as of either August 26, 2018 or May 27, 2018, for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The gross unrecognized tax benefits excluded related liabilities for gross interest and penalties of $7.9 million and $7.7 million as of August 26, 2018 and May 27, 2018, respectively.

The net amount of unrecognized tax benefits at August 26, 2018 and May 27, 2018 that, if recognized, would impact the Company's effective tax rate was $28.2 million and $27.8 million, respectively. Included in those amounts is $6.7 million that would be reported in discontinued operations. Recognition of these tax benefits would have a favorable impact on the Company's effective tax rate.

We estimate that it is reasonably possible that the amount of gross unrecognized tax benefits will decrease by up to $15.3 million over the next twelve months due to various federal, state, and foreign audit settlements and the expiration of statutes of limitations.

As of August 26, 2018 and May 27, 2018, we had a deferred tax asset of $721.6 million that was generated from the capital loss realized on the sale of the Private Brands operations with corresponding valuation allowances of $721.6 million to reflect the uncertainty regarding the ultimate realization of the tax asset.

We have not provided any deferred taxes on undistributed earnings of our foreign subsidiaries. Deferred taxes will be provided for earnings of non-U.S. affiliates and associated companies when we determine that such earnings are no longer indefinitely reinvested and will result in a tax liability upon distribution.

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CONTINGENCIES

3 Months Ended

Aug. 26, 2018

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES

CONTINGENCIES

Litigation Matters

We are a party to certain litigation matters relating to our acquisition of Beatrice Company ("Beatrice") in fiscal 1991, including litigation proceedings related to businesses divested by Beatrice prior to our acquisition of the company. These proceedings include suits against a number of lead paint and pigment manufacturers, including ConAgra Grocery Products Company, LLC, a wholly owned subsidiary of the Company ("ConAgra Grocery Products") as alleged successor to W. P. Fuller & Co., a lead paint and pigment manufacturer owned and operated by a predecessor to Beatrice from 1962 until 1967. These lawsuits generally seek damages for personal injury, property damage, economic loss, and governmental expenditures allegedly caused by the use of lead-based paint, and/or injunctive relief for inspection and abatement. Although decisions favorable to us have been rendered in Rhode Island, New Jersey, Wisconsin, and Ohio, we remain a defendant in active suits in Illinois and California. ConAgra Grocery Products has denied liability in both suits, both on the merits of the claims and on the basis that we do not believe it to be the successor to any liability attributable to W. P. Fuller & Co. The California suit is discussed in the following paragraph. The Illinois suit seeks class-wide relief for reimbursement of costs associated with the testing of lead levels in blood. We do not believe it is probable that we have incurred any liability with respect to the Illinois case, nor is it possible to estimate any potential exposure.

In California, a number of cities and counties joined in a consolidated action seeking abatement of an alleged public nuisance in the form of lead-based paint potentially present on the interior of residences, regardless of its condition. On September 23, 2013, a trial of the California case concluded in the Superior Court of California for the County of Santa Clara, and on January 27, 2014, the court entered a judgment (the "Judgment") against ConAgra Grocery Products and two other defendants ordering the creation of a California abatement fund in the amount of $1.15 billion. Liability is joint and several. The Company appealed the Judgment, and on November 14, 2017 the California Court of Appeal for the Sixth Appellate District reversed in part, holding that the defendants were not liable to pay for abatement of homes built after 1950, but affirmed the Judgment as to homes built before 1951. The Court of Appeal remanded the case to the trial court with directions to recalculate the amount of the abatement fund estimated to be necessary to cover the cost of remediating pre-1951 homes, and to hold an evidentiary hearing regarding appointment of a suitable receiver. ConAgra Grocery Products and the other defendants petitioned the California Supreme Court for review of the decision, which we believe to be an unprecedented expansion of current California law. On February 14, 2018, the California Supreme Court denied the petition and declined to review the merits of the case, and the case was remanded to the trial court for further proceedings. ConAgra Grocery Products and the other defendants have sought further review of certain issues from the Supreme Court of the United States, although further appeal is discretionary and may not be granted. Further proceedings in the trial court may not be stayed pending the outcome of any further appeal. In light of the decision rendered by the California Appellate Court on November 14, 2017, and the California Supreme Court's decision on February 14, 2018 not to review the Appellate Court's decision, we have concluded that the liability has likely become probable as contemplated by Accounting Standards Codification Topic 450. On September 4, 2018, the trial court recalculated its estimate of the amount needed to remediate pre-1951 homes in the plaintiff jurisdictions to be $409.0 million. However, uncertainties remain which make it difficult to estimate the ultimate potential liability, including (i) although liability is joint and several, it is unknown what amount each defendant may ultimately be required to pay or how allocation among the defendants (and other potentially responsible parties such as property owners who may have violated the applicable housing codes) will be determined; (ii) according to the trial court's original order, participation in the abatement program by eligible homeowners is voluntary and it is unknown what percentage of eligible homeowners will choose to participate or how such claims will be administered; (iii) the trial court's original order required that any amounts paid by the defendants into the fund that were not spent within four years would be returned to the defendants, and it is unknown whether this feature of the fund will be retained or, if it is retained, how much will be spent during that time period; and (iv) defendants will have a new right to appeal any new aspects of the judgment entered by the trial court upon remand, although it is unknown whether the court would stay execution of any new judgment while a subsequent appeal is pending.

While the ultimate amount of any loss and timing of payments related thereto remain uncertain and could change as further information is obtained, we have accrued $136.0 million, within other accrued liabilities, for this matter as of August 26, 2018. The extent of insurance coverage is uncertain and the Company's carriers are on notice; however, any possible insurance recovery has not been considered for purposes of determining our liability. We cannot assure that the final resolution of these matters will not have a material adverse effect on our financial condition, results of operations, or liquidity.

In June 2009, an accidental explosion occurred at our manufacturing facility in Garner, North Carolina. This facility was the primary production facility for our Slim Jim^® branded meat snacks. In June 2009, the U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives announced its determination that the explosion was the result of an accidental natural gas release and not a deliberate act. During the fourth quarter of fiscal 2011, we settled our property and business interruption claims related to the Garner accident with our insurance providers. During the fourth quarter of fiscal 2011, Jacobs Engineering Group Inc. ("Jacobs"), our engineer and project manager at the site, filed a declaratory judgment action against us seeking indemnity for personal injury claims brought against it as a result of the accident. During the first quarter of fiscal 2012, our motion for summary judgment was granted and the suit was dismissed without prejudice on the basis that the suit was filed prematurely. In the third quarter of fiscal 2014, Jacobs refiled its action seeking indemnity. On March 25, 2016, a Douglas County jury in Nebraska rendered a verdict in favor of Jacobs and against us in the amount of $108.9 million plus post-judgment interest. We filed our Notice of Appeal in September 2016, and the appeal was heard by the Nebraska Supreme Court in November 2017. On September 14, 2018, the Nebraska Supreme Court affirmed the jury verdict and the rulings of the trial court. Although our insurance carriers have provided customary notices of reservation of their rights under the policies of insurance, we expect the exposure in this case to be limited to the applicable insurance deductible.

We are party to a number of putative class action lawsuits challenging various product claims made in the Company's product labeling. These matters include Briseno v. ConAgra Foods, Inc., in which it is alleged that the labeling for Wesson^® oils as 100% natural is false and misleading because the oils contain genetically modified plants and organisms. In February 2015, the U.S. District Court for the Central District of California granted class certification to permit plaintiffs to pursue state law claims. The Company appealed to the United States Court of Appeals for the Ninth Circuit, which affirmed class certification in January 2017. The Supreme Court of the United States declined to review the decision and the case has been remanded to the trial court for further proceedings. While we cannot predict with certainty the results of this or any other legal proceeding, we do not expect this matter to have a material adverse effect on our financial condition, results of operations, or business.

We are party to matters challenging the Company's wage and hour practices. These matters include a number of putative class actions consolidated under the caption Negrete v. ConAgra Foods, Inc., et al, pending in the U.S. District Court for the Central District of California, in which the plaintiffs allege a pattern of violations of California and/or federal law at several current and former Company manufacturing facilities across the State of California. While we cannot predict with certainty the results of this or any other legal proceeding, we do not expect this matter to have a material adverse effect on our financial condition, results of operations, or business.

Litigation Related to the Merger

We are involved in certain litigation matters in connection with our planned acquisition of Pinnacle (see Note 2). On August 7, 2018, a purported stockholder of Pinnacle filed a complaint in a putative class action in the United States District Court for the District of New Jersey, captioned Alexander Rasmussen v. Pinnacle Foods Inc. et al., Case No. 2:18-cv-12501. On August 9, 2018, a purported stockholder of Pinnacle filed a complaint in a putative class action in the United States District Court for the District of New Jersey, captioned Robert H. Paquette v. Pinnacle Foods Inc. et al., Case No. 2:18-cv-12578. On August 9, 2018, a purported stockholder of Pinnacle filed a complaint in a putative class action in the United States District Court for the District of New Jersey, captioned Wesley Lindquist v. Pinnacle Foods Inc. et al., Case No. 2:18-cv-12610. The Rasmussen Action, the Paquette Action, and the Lindquist Action allege that Pinnacle's preliminary proxy statement, filed with the SEC on July 25, 2018, omits material information with respect to the merger, rendering it false and misleading and thus that Pinnacle and the directors of Pinnacle violated Section 14(a) of the Exchange Act as well as Rule 14a-9 under the Exchange Act. The Rasmussen Action, the Paquette Action, and the Lindquist Action further allege that the directors of Pinnacle violated Section 20(a) of the Exchange Act. The Rasmussen Action and the Paquette Action seek, among other things, to enjoin the transactions contemplated by the merger agreement unless Pinnacle discloses the allegedly material information that was allegedly omitted from the proxy statement, an award of damages and an award of attorneys' fees and expenses. The Lindquist Action seeks, among other things, to enjoin the transactions contemplated by the merger agreement unless Pinnacle discloses the allegedly material information that was allegedly omitted from the proxy statement, an award of rescissory damages should the merger be consummated, including pre-judgment and post-judgment interest, and an award of attorneys' fees and expenses.

On August 15, 2018, a purported stockholder of Pinnacle filed a complaint in a putative class action in the Court of Chancery of the State of Delaware, captioned Jordan Rosenblatt v. Pinnacle Foods Inc. et al., Case No. 2018-0605. The Rosenblatt Action alleges that the directors of Pinnacle breached their fiduciary duty of disclosure by filing a preliminary proxy statement that contained materially incomplete and misleading information. The Rosenblatt Action further alleges that Pinnacle, Conagra, and Patriot Merger Sub Inc., a wholly-owned subsidiary of Conagra ("Merger Sub"), aided and abetted the directors' alleged breach of fiduciary duty. The Rosenblatt Action seeks, among other things, to enjoin the transactions contemplated by the merger agreement, rescission of the merger or an award of rescissory damages should the merger be consummated, an award of damages and an award of attorneys' fees and expenses. Conagra and Merger Sub believe the Rosenblatt Action is without merit and intend to vigorously defend it.

Environmental Matters

We are a party to certain environmental proceedings relating to our acquisition of Beatrice in fiscal 1991. Such proceedings include proceedings related to businesses divested by Beatrice prior to our acquisition of Beatrice. The current environmental proceedings associated with Beatrice include litigation and administrative proceedings involving Beatrice's possible status as a potentially responsible party at approximately 40 Superfund, proposed Superfund, or state-equivalent sites (the "Beatrice sites"). These sites involve locations previously owned or operated by predecessors of Beatrice that used or produced petroleum, pesticides, fertilizers, dyes, inks, solvents, PCBs, acids, lead, sulfur, tannery wastes, and/or other contaminants. Reserves for these Beatrice environmental proceedings have been established based on our best estimate of the undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required clean-up, the known volumetric contribution of Beatrice and other potentially responsible parties, and its experience in remediating sites. The accrual for Beatrice-related environmental matters totaled $53.6 million as of August 26, 2018, a majority of which relates to the Superfund and state-equivalent sites referenced above. During the third quarter of fiscal 2017, a final Remedial Investigation/Feasibility Study was submitted for the Southwest Properties portion of the Wells G&H Superfund site, which is one of the Beatrice sites. The U.S. Environmental Protection Agency (the "EPA") issued a Record of Decision (the "ROD") for the Southwest Properties portion of the site on September 29, 2017, and has entered into negotiations with potentially responsible parties to determine final responsibility for implementing the ROD.

Guarantees and Other Contingencies

In certain limited situations, we guarantee obligations of the Lamb Weston business pursuant to guarantee arrangements that existed prior to the Spinoff and remained in place following completion of the Spinoff until such guarantee obligations are substituted for guarantees issued by Lamb Weston. Such guarantee arrangements are described below. Pursuant to the Separation and Distribution Agreement, dated as of November 8, 2016 (the "Separation Agreement"), between us and Lamb Weston, these guarantee arrangements are deemed liabilities of Lamb Weston that were transferred to Lamb Weston as part of the Spinoff. Accordingly, in the event that we are required to make any payments as a result of these guarantee arrangements, Lamb Weston is obligated to indemnify us for any such liability, reduced by any insurance proceeds received by us, in accordance with the terms of the indemnification provisions under the Separation Agreement.

Lamb Weston is a party to a warehouse services agreement with a third-party warehouse provider through July 2035. Under this agreement, Lamb Weston is required to make payments for warehouse services based on the quantity of goods stored and other service factors. We have guaranteed the warehouse provider that we will make the payments required under the agreement in the event that Lamb Weston fails to perform. Minimum payments of $1.5 million per month are required under this agreement. It is not possible to determine the maximum amount of the payment obligations under this agreement. Upon completion of the Spinoff, we recognized a liability for the estimated fair value of this guarantee. As of August 26, 2018, the amount of this guarantee, recorded in other noncurrent liabilities, was $27.7 million.

Lamb Weston is a party to an agricultural sublease agreement with a third party for certain farmland through 2020 (subject, at Lamb Weston's option, to extension for two additional five-year periods). Under the terms of the sublease agreement, Lamb Weston is required to make certain rental payments to the sublessor. We have guaranteed the sublessor Lamb Weston's performance and the payment of all amounts (including indemnification obligations) owed by Lamb Weston under the sublease agreement, up to a maximum of $75.0 million. We believe the farmland associated with this sublease agreement is readily marketable for lease to other area farming operators. As such, we believe that any financial exposure to the company, in the event that we were required to perform under the guaranty, would be largely mitigated.

We lease a certain office building from an entity that we have determined to be a variable interest entity. The lease agreement with this entity includes a fixed-price purchase option for the asset being leased. The lease agreement also contains a contingent put option (the "lease put option") that allows the lessor to require us to purchase the building at the greater of original construction cost, or fair market value, without a lease agreement in place (the "put price") in certain limited circumstances. As a result of substantial impairment charges related to our divested Private Brands operations, this lease put option became exercisable. We are amortizing the difference between the put price and the estimated fair value (without a lease agreement in place) of the property over the remaining lease term within SG&A expenses. As of August 26, 2018 and May 27, 2018, the estimated amount by which the put option price exceeded the estimated fair value of the property was $8.2 million, of which we had accrued $1.3 million and $1.2 million, respectively. This lease is accounted for as an operating lease, and accordingly, there are no material assets and liabilities, other than the accrued portion of the put price, associated with this entity included in the Condensed Consolidated Balance Sheets. We have determined that we do not have the power to direct the activities that most significantly impact the economic performance of this entity. In making this determination, we have considered, among other items, the terms of the lease agreement, the expected remaining useful life of the asset leased, and the capital structure of the lessor entity.

General

After taking into account liabilities recognized for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on our financial condition, results of operations, or liquidity; however, it is reasonably possible that a change of the estimates of any of the foregoing matters may occur in the future and, as noted, the lead paint matter could result in a material final judgment which could have a material adverse effect on our financial condition, results of operations, or liquidity.

Costs of legal services associated with the foregoing matters are recognized in earnings as services are provided.

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PENSION AND POSTRETIREMENT BENEFITS

3 Months Ended

Aug. 26, 2018

Retirement Benefits [Abstract]

PENSION AND POSTRETIREMENT BENEFITS

PENSION AND POSTRETIREMENT BENEFITS

We have defined benefit retirement plans ("plans") for eligible salaried and hourly employees. Benefits are based on years of credited service and average compensation or stated amounts for each year of service. We also sponsor postretirement plans which provide certain medical and dental benefits ("other postretirement benefits") to qualifying U.S. employees.

Components of pension benefit and other postretirement benefit costs are:

	Pension Benefits
	Thirteen weeks ended
	August 26, 2018			August 27, 2017
Service cost	$	2.7		$	12.7
Interest cost	32.0			28.2
Expected return on plan assets	(42.3		)	(54.2		)
Amortization of prior service cost	0.7			0.7
Benefit cost (benefit) — Company plans	(6.9		)	(12.6		)
Pension benefit cost — multi-employer plans	1.7			1.5
Total benefit cost (benefit)	$	(5.2	)	$	(11.1	)

	Postretirement Benefits
	Thirteen weeks ended
	August 26, 2018			August 27, 2017
Service cost	$	0.1		$	—
Interest cost	0.9			0.9
Amortization of prior service benefit	(0.5		)	(0.8		)
Recognized net actuarial gain	(0.4		)	—
Curtailment gain	(0.6		)	—
Total cost (benefit)	$	(0.5	)	$	0.1

The Company uses a split discount rate (spot-rate approach) for the U.S. plans and certain foreign plans. The spot-rate approach applies separate discount rates for each projected benefit payment in the calculation of pension service and interest cost.

The weighted-average discount rates for service and interest costs under the spot-rate approach used for pension benefit cost in fiscal 2019 were 4.21% and 3.83%.

During the first quarter of fiscal 2019, we contributed $4.2 million to our pension plans and contributed $2.6 million to our other postretirement plans. Based upon the current funded status of the plans and the current interest rate environment, we anticipate making further contributions of approximately $10.3 million to our pension plans for the remainder of fiscal 2019. We anticipate making further contributions of approximately $13.6 million to our other postretirement plans during the remainder of fiscal 2019. These estimates are based on ERISA guidelines, current tax laws, plan asset performance, and liability assumptions, which are subject to change.

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STOCKHOLDERS' EQUITY

3 Months Ended

Aug. 26, 2018

Equity [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

The following table presents a reconciliation of our stockholders' equity accounts for the thirteen weeks endedAugust 26, 2018:

	Conagra Brands, Inc. Stockholders' Equity
	Common Shares	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Noncontrolling Interests			Total Equity
Balance at May 27, 2018	567.9	$	2,839.7	$	1,180.0		$	4,744.9		$	(110.5	)	$	(4,977.9	)	$	80.4		$	3,756.6
Stock option and incentive plans				(14.1		)	0.5						23.3			0.1			9.8
Adoption of ASU 2016-01							0.6			(0.6		)							—
Adoption of ASU 2014-09							0.5												0.5
Currency translation adjustment, net										(0.7		)				(2.3		)	(3.0		)
Derivative adjustment, net										(43.4		)							(43.4		)
Activities of noncontrolling interests				(0.3		)										0.3			—
Pension and postretirement healthcare benefits										(0.5		)							(0.5		)
Dividends declared on common stock; $0.2125 per share							(83.2		)										(83.2		)
Net income attributable to Conagra Brands, Inc.							178.2												178.2
Balance at August 26, 2018	567.9	$	2,839.7	$	1,165.6		$	4,841.5		$	(155.7	)	$	(4,954.6	)	$	78.5		$	3,815.0

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FAIR VALUE MEASUREMENTS

3 Months Ended

Aug. 26, 2018

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

FASB guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows:

Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities,

Level 2 — Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, and

Level 3 — Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability.

The fair values of our Level 2 derivative instruments were primarily determined using valuation models that use market observable inputs including interest rate curves and both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 mainly represent commodity and foreign currency option and forward contracts and deal-contingent forward starting interest rate swap contracts. The probability assessment of the Pinnacle acquisition and certain other inputs were not significant in determining the fair value of the deal-contingent forward starting interest rate swap contracts.

The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of August 26, 2018:

	Level 1		Level 2		Level 3		Net Value
Assets:
Derivative assets	$	2.6	$	1.8	$	—	$	4.4
Equity securities	5.1		—		—		5.1
Total assets	$	7.7	$	1.8	$	—	$	9.5
Liabilities:
Derivative liabilities	$	—	$	58.6	$	—	$	58.6
Deferred compensation liabilities	56.4		—		—		56.4
Total liabilities	$	56.4	$	58.6	$	—	$	115.0

The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of May 27, 2018:

	Level 1		Level 2		Level 3		Net Value
Assets:
Derivative assets	$	1.7	$	2.7	$	—	$	4.4
Equity securities	4.8		—		—		4.8
Total assets	$	6.5	$	2.7	$	—	$	9.2
Liabilities:
Derivative liabilities	$	—	$	0.1	$	—	$	0.1
Deferred compensation liabilities	51.6		—		—		51.6
Total liabilities	$	51.6	$	0.1	$	—	$	51.7

Certain assets and liabilities, including long-lived assets, goodwill, and equity investments, are measured at fair value on a nonrecurring basis.

In the first quarter of fiscal 2018, a charge of $4.7 million was recognized in the Corporate segment for the impairment of certain long-lived assets. The impairment was measured based upon the estimated sales price of the assets.

The carrying amount of long-term debt (including current installments) was $3.54 billion as of August 26, 2018 and May 27, 2018. Based on current market rates, the fair value of this debt (level 2 liabilities) at August 26, 2018 and May 27, 2018, was estimated at $3.73 billion and $3.76 billion, respectively.

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BUSINESS SEGMENTS AND RELATED INFORMATION

3 Months Ended

Aug. 26, 2018

Segment Reporting [Abstract]

BUSINESS SEGMENTS AND RELATED INFORMATION

BUSINESS SEGMENTS AND RELATED INFORMATION

We reflect our results of operations in four reporting segments: Grocery & Snacks, Refrigerated & Frozen, International, and Foodservice.

The Grocery & Snacks reporting segment principally includes branded, shelf-stable food products sold in various retail channels in the United States.

The Refrigerated & Frozen reporting segment includes branded, temperature-controlled food products sold in various retail channels in the United States.

The International reporting segment principally includes branded food products, in various temperature states, sold in various retail and foodservice channels outside of the United States.

The Foodservice reporting segment includes branded and customized food products, including meals, entrees, sauces and a variety of custom-manufactured culinary products packaged for sale to restaurants and other foodservice establishments primarily in the United States.

We do not aggregate operating segments when determining our reporting segments.

Intersegment sales have been recorded at amounts approximating market. Operating profit for each of the segments is based on net sales less all identifiable operating expenses. General corporate expense, net interest expense, and income taxes have been excluded from segment operations.

	Thirteen Weeks Ended
	August 26, 2018			August 27, 2017
Net sales
Grocery & Snacks	$	771.1		$	745.8
Refrigerated & Frozen	635.2			615.7
International	193.8			190.9
Foodservice	234.3			251.8
Total net sales	$	1,834.4		$	1,804.2
Operating profit
Grocery & Snacks	$	178.7		$	176.2
Refrigerated & Frozen	95.5			101.9
International	37.3			18.9
Foodservice	27.5			23.2
Total operating profit	$	339.0		$	320.2
Equity method investment earnings	16.2			30.0
General corporate expense	80.8			60.8
Pension and postretirement non-service income	(10.2		)	(20.6		)
Interest expense, net	49.0			36.4
Income tax expense	57.4			120.0
Income from continuing operations	$	178.2		$	153.6
Less: Net income attributable to noncontrolling interests of continuing operations	—			0.8
Income from continuing operations attributable to Conagra Brands, Inc.	$	178.2		$	152.8

The following table presents further disaggregation of our net sales:

	Thirteen Weeks Ended
	August 26, 2018		August 27, 2017
Snacks	$	291.4	$	257.5
Other shelf-stable	479.7		488.3
Frozen	463.5		432.3
Refrigerated	171.7		183.4
International	193.8		190.9
Foodservice	234.3		251.8
Total net sales	$	1,834.4	$	1,804.2

Presentation of Derivative Gains (Losses) for Economic Hedges of Forecasted Cash Flows in Segment Results

Derivatives used to manage commodity price risk and foreign currency risk are not designated for hedge accounting treatment. We believe these derivatives provide economic hedges of certain forecasted transactions. As such, these derivatives are recognized at fair market value with realized and unrealized gains and losses recognized in general corporate expenses. The gains and losses are subsequently recognized in the operating results of the reporting segments in the period in which the underlying transaction being economically hedged is included in earnings. In the event that management determines a particular derivative entered into as an economic hedge of a forecasted commodity purchase has ceased to function as an economic hedge, we cease recognizing further gains and losses on such derivatives in corporate expense and begin recognizing such gains and losses within segment operating results, immediately.

The following table presents the net derivative gains (losses) from economic hedges of forecasted commodity consumption and the foreign currency risk of certain forecasted transactions, under this methodology:

	Thirteen Weeks Ended
	August 26, 2018			August 27, 2017
Gross derivative losses incurred	$	(6.5	)	$	(7.4	)
Less: Net derivative losses allocated to reporting segments	(0.1		)	(1.4		)
Net derivative losses recognized in general corporate expenses	$	(6.4	)	$	(6.0	)
Net derivative losses allocated to Grocery & Snacks	$	(0.2	)	$	(0.6	)
Net derivative losses allocated to Refrigerated & Frozen	(0.1		)	—
Net derivative gains (losses) allocated to International	0.3			(0.7		)
Net derivative losses allocated to Foodservice	(0.1		)	(0.1		)
Net derivative losses included in segment operating profit	$	(0.1	)	$	(1.4	)

As of August 26, 2018, the cumulative amount of net derivative losses from economic hedges that had been recognized in general corporate expenses and not yet allocated to reporting segments was $3.2 million. This amount reflected net losses of $6.2 million incurred during the thirteen weeks endedAugust 26, 2018 and net gains of $3.0 million incurred prior to fiscal 2019. Based on our forecasts of the timing of recognition of the underlying hedged items, we expect to reclassify to segment operating results losses of $2.5 million in fiscal 2019 and losses of $0.7 million in fiscal 2020 and thereafter.

Assets by Segment

The majority of our manufacturing assets are shared across multiple reporting segments. Output from these facilities used by each reporting segment can change over time. Also, working capital balances are not tracked by reporting segment. Therefore, it is impracticable to allocate those assets to the reporting segments, as well as disclose total assets by segment. Total depreciation expense was $55.4 million and $56.1 million for the first quarter of fiscal 2019 and 2018, respectively.

Other Information

Our operations are principally in the United States. With respect to operations outside of the United States, no single foreign country or geographic region was significant with respect to consolidated operations for the first quarter of fiscal 2019 and 2018. Foreign net sales, including sales by domestic segments to customers located outside of the United States, were approximately $211.9 million and $207.7 million in the first quarter of fiscal 2019 and 2018, respectively. Our long-lived assets located outside of the United States are not significant.

Our largest customer, Walmart, Inc. and its affiliates, accounted for approximately 25% and 24% of consolidated net sales in the first quarter of fiscal 2019 and 2018, respectively, primarily in the Grocery & Snacks and Refrigerated & Frozen segments.

Walmart, Inc. and its affiliates accounted for approximately 27% and 25% of consolidated net receivables as of August 26, 2018 and May 27, 2018, respectively.

We offer certain suppliers access to a third-party service that allows them to view our scheduled payments online. The third-party service also allows suppliers to finance advances on our scheduled payments at the sole discretion of the supplier and the third party. We have no economic interest in these financing arrangements and no direct relationship with the suppliers, the third party, or any financial institutions concerning this service. All of our accounts payable remain as obligations to our suppliers as stated in our supplier agreements. As of August 26, 2018, $102.7 million of our total accounts payable is payable to suppliers who utilize this third-party service.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Aug. 26, 2018

Accounting Policies [Abstract]

Basis of Consolidation

Basis of Consolidation — The Condensed Consolidated Financial Statements include the accounts of Conagra Brands, Inc. and all majority-owned subsidiaries. In addition, the accounts of all variable interest entities for which we have been determined to be the primary beneficiary are included in our Condensed Consolidated Financial Statements from the date such determination is made. All significant intercompany investments, accounts, and transactions have been eliminated.

Revenue Recognition

Revenue Recognition — Our revenues primarily consist of the sale of food products which are sold to retailers and foodservice customers through direct sales forces, broker, and distributor arrangements. These revenue contracts generally have single performance obligations. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade promotion, consumer coupon redemption, unsaleable product, and other costs. Amounts billed and due from our customers are classified as receivables and require payment on a short-term basis and, therefore, we do not have any significant financing components.

We recognize revenue when (or as) performance obligations are satisfied by transferring control of the goods to customers. Control is transferred upon delivery of the goods to the customer. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. We assess the goods and services promised in our customers' purchase orders and identify a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct.

We offer various forms of trade promotions and the methodologies for determining these provisions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance. Our promotional activities are conducted either through the retail trade or directly with consumers and include activities such as in-store displays and events, feature price discounts, consumer coupons, and loyalty programs. The costs of these activities are recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of these costs therefore requires management judgment regarding the volume of promotional offers that will be redeemed by either the retail trade or consumer. These estimates are made using various techniques including historical data on performance of similar promotional programs. Differences between estimated expense and actual redemptions are recognized as a change in management estimate in a subsequent period.

Comprehensive Income

Comprehensive Income — Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity, changes in the value of available-for-sale investments (prior to the adoption of ASU 2016-01), and changes in prior service cost and net actuarial gains (losses) from pension (for amounts not in excess of the 10% corridor) and post-retirement health care plans. On foreign investments we deem to be essentially permanent in nature, we do not provide for taxes on currency translation adjustments arising from converting an investment denominated in a foreign currency to U.S. dollars. When we determine that a foreign investment, as well as undistributed earnings, are no longer permanent in nature, estimated taxes will be provided for the related deferred tax liability (asset), if any, resulting from currency translation adjustments.

Cash and cash equivalents

Cash and cash equivalents — Cash and all highly liquid investments with an original maturity of three months or less at the date of acquisition, including short-term time deposits and government agency and corporate obligations, are classified as cash and cash equivalents.

Reclassifications and other changes

Reclassifications and other changes — Certain prior year amounts have been reclassified to conform with current year presentation.

Use of Estimates

Use of Estimates — Preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions. These estimates and assumptions affect reported amounts of assets, liabilities, revenues, and expenses as reflected in the Condensed Consolidated Financial Statements. Actual results could differ from these estimates.

Accounting Changes and Recently Issued Accounting Standards

Accounting Changes — In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers ("Topic 606"), which replaces most existing revenue recognition guidance in U.S. GAAP, including industry-specific requirements. Topic 606 provides companies with a single revenue recognition model for recognizing revenue with customers; specifically requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.

We utilized a comprehensive approach to evaluate and document the impact of the guidance on our current accounting policies and practices in order to identify material differences, if any, that would result from applying the new requirements to our revenue contracts. We did not identify any material differences resulting from applying the new requirements to our revenue contracts. In addition, we did not identify any significant changes to our business processes, systems, and controls to support recognition and disclosure requirements under the new guidance. We adopted the provisions of this ASU in fiscal 2019 utilizing the modified retrospective method. We recorded a $0.5 million cumulative effect adjustment, net of tax, to the opening balance of fiscal 2019 retained earnings, a decrease to receivables of $7.6 million, an increase to inventories of $2.8 million, an increase to prepaid expenses and other current assets of $6.9 million, an increase to other accrued liabilities of $1.4 million, and an increase to other noncurrent liabilities of $0.2 million. The adjustments primarily related to the timing of recognition of certain customer charges, trade promotional expenditures, and volume discounts.

The effect of the changes made to our Condensed Consolidated Balance Sheet as of August 26, 2018 for the adoption of Topic 606 was as follows:

	As Reported		Adjustments			Balances without Adoption of Topic 606
Current assets
Receivables, less allowance for doubtful accounts	$	599.2	$	7.9		$	607.1
Inventories	1,108.5		(3.2		)	1,105.3
Prepaid expenses and other current assets	224.7		(22.5		)	202.2
Current liabilities
Other accrued liabilities	743.9		(1.1		)	742.8
Other noncurrent liabilities	1,002.9		(4.2		)	998.7

The effect of the changes made to our Condensed Consolidated Statement of Earnings for the adoption of Topic 606 was as follows:

	Thirteen weeks ended August 26, 2018
	As Reported		Adjustments			Balances without Adoption of Topic 606
Net sales	$	1,834.4	$	(9.3	)	$	1,825.1
Cost of goods sold	1,318.9		6.8			1,325.7
Income from continuing operations before income taxes and equity method investment earnings	219.4		(16.1		)	203.3

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The effective date for this standard is for fiscal years beginning after December 31, 2017. We adopted this ASU in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. We adopted this ASU retrospectively in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash, which provides amendments to current guidance to address the classifications and presentation of changes in restricted cash in the statement of cash flows. We adopted this ASU retrospectively in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business, which provides a new framework for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. We adopted this ASU prospectively in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires companies to present the service cost component of net benefit cost in the same line items in which they report compensation cost. Companies are required to present all other components of net benefit cost outside operating income, if this subtotal is presented. In addition, the new standard requires that only the service cost component of net periodic benefit expense is eligible for capitalization. The new standard requires retrospective adoption of the presentation of net periodic benefit expense and prospective application of the capitalization of the service cost component. We adopted this ASU in fiscal 2019. As a result, the following amounts were reclassified in the first quarter of fiscal 2018 to correspond to the current year presentation:

	Thirteen weeks ended
	August 27, 2017
Reclassified from Selling, general and administrative expense	$	20.6
Reclassified to Pension and postretirement non-service income	$	20.6

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance in current U.S. GAAP. The amendments in this update better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The effective date for the standard is for fiscal years beginning after December 15, 2018. We elected to early adopt this ASU in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements. See Note 8 for a discussion of our derivatives.

Recently Issued Accounting Standards — In February 2016, the FASB issued ASU 2016-02, Leases, Topic 842, which requires lessees to reflect most leases on their balance sheet as assets and obligations. The effective date for the standard is for fiscal years beginning after December 15, 2018. Early adoption is permitted. We are evaluating the effect that this standard will have on our consolidated financial statements and related disclosures. The standard can be applied using the modified retrospective method, with elective reliefs, which requires application of the new guidance for all periods presented. Entities may also elect the optional transition method provided under ASU 2018-11, Leases, Topic 842: Targeted Improvement, issued in July 2018, allowing for application of the standard at the adoption date, with recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.  

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Aug. 26, 2018

Accounting Policies [Abstract]

Schedule of Accumulated Balances for Each Component of Other Comprehensive Income (Loss), Net of Tax

The following table details the accumulated balances for each component of other comprehensive income, net of tax:

	August 26, 2018			May 27, 2018
Currency translation losses, net of reclassification adjustments	$	(95.4	)	$	(94.7	)
Derivative adjustments, net of reclassification adjustments	(42.4		)	1.0
Unrealized gains on available-for-sale securities	—			0.6
Pension and post-employment benefit obligations, net of reclassification adjustments	(17.9		)	(17.4		)
Accumulated other comprehensive loss 1	$	(155.7	)	$	(110.5	)

¹ Net of unrealized gains on available-for-sale securities of $0.6 million reclassified to retained earnings as a result of the adoption of ASU 2016-01.

Summary of Reclassifications

The following table summarizes the reclassifications from accumulated other comprehensive loss into income:

	Thirteen weeks ended						Affected Line Item in the Condensed Consolidated Statement of Earnings1
	August 26, 2018			August 27, 2017
Pension and postretirement liabilities:
Net prior service cost (benefit)	$	0.2		$	(0.1	)	Pension and postretirement non-service income
Net actuarial gain	(0.4		)	—			Pension and postretirement non-service income
	(0.2		)	(0.1		)	Total before tax
	0.1			—			Income tax expense
	$	(0.1	)	$	(0.1	)	Net of tax

¹ Amounts in parentheses indicate income recognized in the Condensed Consolidated Statements of Earnings.

Schedule of Effects of Changes Resulting From Adoption of New Accounting Pronouncements

The effect of the changes made to our Condensed Consolidated Balance Sheet as of August 26, 2018 for the adoption of Topic 606 was as follows:

	As Reported		Adjustments			Balances without Adoption of Topic 606
Current assets
Receivables, less allowance for doubtful accounts	$	599.2	$	7.9		$	607.1
Inventories	1,108.5		(3.2		)	1,105.3
Prepaid expenses and other current assets	224.7		(22.5		)	202.2
Current liabilities
Other accrued liabilities	743.9		(1.1		)	742.8
Other noncurrent liabilities	1,002.9		(4.2		)	998.7

The effect of the changes made to our Condensed Consolidated Statement of Earnings for the adoption of Topic 606 was as follows:

	Thirteen weeks ended August 26, 2018
	As Reported		Adjustments			Balances without Adoption of Topic 606
Net sales	$	1,834.4	$	(9.3	)	$	1,825.1
Cost of goods sold	1,318.9		6.8			1,325.7
Income from continuing operations before income taxes and equity method investment earnings	219.4		(16.1		)	203.3

As a result, the following amounts were reclassified in the first quarter of fiscal 2018 to correspond to the current year presentation:

	Thirteen weeks ended
	August 27, 2017
Reclassified from Selling, general and administrative expense	$	20.6
Reclassified to Pension and postretirement non-service income	$	20.6

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DISCONTINUED OPERATIONS AND OTHER DIVESTITURES (Tables)

3 Months Ended

Aug. 26, 2018

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Assets Classified as Held for Sale

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

	August 26, 2018		May 27, 2018
Current assets	$	39.3	$	37.7
Noncurrent assets (including goodwill of $74.5 million)	101.3		101.0

The assets classified as held for sale reflected in our Condensed Consolidated Balance Sheets related to the Del Monte^® processed fruit and vegetable business in Canada were as follows:

	May 27, 2018
Current assets	$	6.1
Noncurrent assets (including goodwill of $5.8 million)	11.5

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RESTRUCTURING ACTIVITIES (Tables)

3 Months Ended

Aug. 26, 2018

Restructuring and Related Activities [Abstract]

Schedule of Pre-Tax Expenses in Association with the SCAE Plan

We anticipate that we will recognize the following pre-tax expenses in association with the SCAE Plan related to our continuing operations (amounts include charges recognized from plan inception through the first quarter of fiscal 2019):

	Grocery & Snacks		Refrigerated & Frozen		International		Foodservice		Corporate		Total
Multi-employer pension costs	$	32.5	$	—	$	—	$	—	$	—	$	32.5
Accelerated depreciation	37.2		18.6		—		—		1.2		57.0
Other cost of goods sold	11.6		2.1		—		—		—		13.7
Total cost of goods sold	81.3		20.7		—		—		1.2		103.2
Severance and related costs, net	26.3		10.3		3.9		7.9		102.1		150.5
Fixed asset impairment (net of gains on disposal)	5.2		6.9		—		—		11.2		23.3
Accelerated depreciation	—		—		—		—		4.1		4.1
Contract/lease termination expenses	1.0		0.6		0.9		—		85.0		87.5
Consulting/professional fees	1.0		0.4		0.1		—		53.8		55.3
Other selling, general and administrative expenses	16.3		3.5		—		—		23.8		43.6
Total selling, general and administrative expenses	49.8		21.7		4.9		7.9		280.0		364.3
Total	$	131.1	$	42.4	$	4.9	$	7.9	$	281.2	$	467.5
Pension and postretirement non-service income											2.3
Consolidated total											$	469.8

During the first quarter of fiscal 2019, we recognized the following pre-tax expenses for the SCAE Plan related to our continuing operations:

	Grocery & Snacks			International		Corporate			Total
Multi-employer pension costs	$	0.2		$	—	$	—		$	0.2
Accelerated depreciation	1.4			—		—			1.4
Other cost of goods sold	0.7			—		—			0.7
Total cost of goods sold	2.3			—		—			2.3
Severance and related costs, net	(1.3		)	0.2		(0.6		)	(1.7		)
Fixed asset impairment (net of gains on disposal)	(0.9		)	—		—			(0.9		)
Contract/lease termination expenses	—			—		0.5			0.5
Consulting/professional fees	—			—		0.1			0.1
Other selling, general and administrative expenses	—			—		0.9			0.9
Total selling, general and administrative expenses	(2.2		)	0.2		0.9			(1.1		)
Total	$	0.1		$	0.2	$	0.9		$	1.2
Pension and postretirement non-service income									(0.6		)
Consolidated total									$	0.6

Included in the above table are $0.1 million of charges that have resulted or will result in cash outflows and $0.5 million in non-cash charges.

We recognized the following cumulative (plan inception to August 26, 2018) pre-tax expenses related to the SCAE Plan related to our continuing operations in our Condensed Consolidated Statements of Earnings:

	Grocery & Snacks		Refrigerated & Frozen		International		Foodservice		Corporate		Total
Multi-employer pension costs	$	32.5	$	—	$	—	$	—	$	—	$	32.5
Accelerated depreciation	34.4		18.6		—		—		1.2		54.2
Other cost of goods sold	11.0		2.1		—		—		—		13.1
Total cost of goods sold	77.9		20.7		—		—		1.2		99.8
Severance and related costs, net	25.2		10.3		3.9		7.9		101.3		148.6
Fixed asset impairment (net of gains on disposal)	5.2		6.9		—		—		11.2		23.3
Accelerated depreciation	—		—		—		—		4.1		4.1
Contract/lease termination expenses	1.0		0.6		0.9		—		84.8		87.3
Consulting/professional fees	1.0		0.4		0.1		—		52.3		53.8
Other selling, general and administrative expenses	15.8		3.3		—		—		22.6		41.7
Total selling, general and administrative expenses	48.2		21.5		4.9		7.9		276.3		358.8
Total	$	126.1	$	42.2	$	4.9	$	7.9	$	277.5	$	458.6
Pension and postretirement non-service income											2.3
Consolidated total											$	460.9

Schedule of Liabilities Recorded for the SCAE Plan

Liabilities recorded for the SCAE Plan related to our continuing operations and changes therein for the first quarter of fiscal 2019 were as follows:

	Balance at May 27, 2018		Costs Incurred and Charged to Expense		Costs Paid or Otherwise Settled			Changes in Estimates			Balance at August 26, 2018
Multi-employer pension costs	$	32.3	$	—	$	—		$	0.2		$	32.5
Severance and related costs	6.3		—		(3.6		)	(1.7		)	1.0
Consulting/professional fees	0.1		0.1		(0.2		)	—			—
Contract/lease termination	4.9		—		(1.6		)	0.5			3.8
Other costs	0.2		1.6		(1.1		)	—			0.7
Total	$	43.8	$	1.7	$	(6.5	)	$	(1.0	)	$	38.0

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LONG-TERM DEBT AND REVOLVING CREDIT FACILITY (Tables)

3 Months Ended

Aug. 26, 2018

Debt Disclosure [Abstract]

Schedule of Net Interest Expense from Continuing Operations

Net interest expense from continuing operations consists of:

	Thirteen weeks ended
	August 26, 2018			August 27, 2017
Long-term debt	$	42.9		$	38.1
Short-term debt	7.5			0.4
Interest income	(0.6		)	(0.9		)
Interest capitalized	(0.8		)	(1.2		)
	$	49.0		$	36.4

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GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS (Tables)

3 Months Ended

Aug. 26, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Change in Carrying Amount of Goodwill

The change in the carrying amount of goodwill for the first quarter of fiscal 2019 was as follows:

	Grocery & Snacks			Refrigerated & Frozen			International			Foodservice		Total
Balance as of May 27, 2018	$	2,592.8		$	1,095.7		$	242.9		$	571.1	$	4,502.5
Purchase accounting adjustments	(0.1		)	—			—			—		(0.1		)
Currency translation	—			(0.1		)	(2.9		)	—		(3.0		)
Balance as of August 26, 2018	$	2,592.7		$	1,095.6		$	240.0		$	571.1	$	4,499.4

Schedule of Other Identifiable Intangible Assets

Other identifiable intangible assets were as follows:

	August 26, 2018				May 27, 2018
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Non-amortizing intangible assets	$	917.3	$	—	$	918.3	$	—
Amortizing intangible assets	579.3		221.4		579.4		213.2
	$	1,496.6	$	221.4	$	1,497.7	$	213.2

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DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Aug. 26, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Assets and Liabilities and Amounts Representing Right to Reclaim or Obligation to Return Cash Collateral

Derivative assets and liabilities and amounts representing a right to reclaim cash collateral or an obligation to return cash collateral were reflected in our Condensed Consolidated Balance Sheets as follows:

	August 26, 2018		May 27, 2018
Prepaid expenses and other current assets	$	4.4	$	4.4
Other accrued liabilities	58.6		0.1

Schedule of Derivative Assets and Liabilities on a Gross Basis

The following table presents our derivative assets and liabilities, at August 26, 2018, on a gross basis, prior to the setoff of $1.6 million to total derivative assets and $4.0 million to total derivative liabilities where legal right of setoff existed:

	Derivative Assets			Derivative Liabilities
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate swap contracts	Prepaid expenses and other current assets	$	—	Other accrued liabilities	$	58.1
Total derivatives designated as hedging instruments		$	—		$	58.1
Commodity contracts	Prepaid expenses and other current assets	$	1.0	Other accrued liabilities	$	4.0
Foreign exchange contracts	Prepaid expenses and other current assets	1.8		Other accrued liabilities	0.5
Total derivatives not designated as hedging instruments		$	2.8		$	4.5
Total derivatives		$	2.8		$	62.6

The following table presents our derivative assets and liabilities at May 27, 2018, on a gross basis, prior to the setoff of $1.4 million to total derivative assets and $0.4 million to total derivative liabilities where legal right of setoff existed:

	Derivative Assets			Derivative Liabilities
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Commodity contracts	Prepaid expenses and other current assets	$	3.7	Other accrued liabilities	$	0.4
Foreign exchange contracts	Prepaid expenses and other current assets	2.1		Other accrued liabilities	—
Other	Prepaid expenses and other current assets	—		Other accrued liabilities	0.1
Total derivatives not designated as hedging instruments		$	5.8		$	0.5

Schedule of Location and Amount of Gain (Loss) from Derivatives Not Designated as Hedging Instruments

The location and amount of gains (losses) from derivatives not designated as hedging instruments in our Condensed Consolidated Statements of Earnings were as follows:

Derivatives Not Designated as Hedging Instruments	Location in Condensed Consolidated  Statements of Earnings of Gains (Losses) Recognized on Derivatives	Gains (Losses) Recognized on Derivatives in Condensed Consolidated Statements of Earnings for the Thirteen Weeks Ended
		August 26, 2018			August 27, 2017
Commodity contracts	Cost of goods sold	$	(7.0	)	$	0.6
Foreign exchange contracts	Cost of goods sold	0.5			(8.0		)
Foreign exchange contracts	Selling, general and administrative expense	—			0.3
Total losses from derivative instruments not designated as hedging instruments		$	(6.5	)	$	(7.1	)

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EARNINGS PER SHARE (Tables)

3 Months Ended

Aug. 26, 2018

Earnings Per Share [Abstract]

Reconciliation of Income and Average Share Amounts Used to Compute Basic and Diluted Earnings Per Share

The following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share:

	Thirteen weeks ended
	August 26, 2018		August 27, 2017
Net income attributable to Conagra Brands, Inc. common stockholders:
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders	$	178.2	$	152.8
Loss from discontinued operations, net of tax, attributable to Conagra Brands, Inc. common stockholders	—		(0.3		)
Net income attributable to Conagra Brands, Inc. common stockholders	$	178.2	$	152.5
Weighted average shares outstanding:
Basic weighted average shares outstanding	391.7		415.1
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities	2.4		4.1
Diluted weighted average shares outstanding	394.1		419.2

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INVENTORIES (Tables)

3 Months Ended

Aug. 26, 2018

Inventory Disclosure [Abstract]

Schedule of Major Classes of Inventories

The major classes of inventories were as follows:

	August 26, 2018		May 27, 2018
Raw materials and packaging	$	189.4	$	206.2
Work in process	94.8		92.4
Finished goods	776.6		651.1
Supplies and other	47.7		47.4
Total	$	1,108.5	$	997.1

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PENSION AND POSTRETIREMENT BENEFITS (Tables)

3 Months Ended

Aug. 26, 2018

Retirement Benefits [Abstract]

Components of Pension Benefit and Other Postretirement Benefit Costs

Components of pension benefit and other postretirement benefit costs are:

	Pension Benefits
	Thirteen weeks ended
	August 26, 2018			August 27, 2017
Service cost	$	2.7		$	12.7
Interest cost	32.0			28.2
Expected return on plan assets	(42.3		)	(54.2		)
Amortization of prior service cost	0.7			0.7
Benefit cost (benefit) — Company plans	(6.9		)	(12.6		)
Pension benefit cost — multi-employer plans	1.7			1.5
Total benefit cost (benefit)	$	(5.2	)	$	(11.1	)

	Postretirement Benefits
	Thirteen weeks ended
	August 26, 2018			August 27, 2017
Service cost	$	0.1		$	—
Interest cost	0.9			0.9
Amortization of prior service benefit	(0.5		)	(0.8		)
Recognized net actuarial gain	(0.4		)	—
Curtailment gain	(0.6		)	—
Total cost (benefit)	$	(0.5	)	$	0.1

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STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Aug. 26, 2018

Equity [Abstract]

Reconciliation of Stockholders' Equity Accounts

The following table presents a reconciliation of our stockholders' equity accounts for the thirteen weeks endedAugust 26, 2018:

	Conagra Brands, Inc. Stockholders' Equity
	Common Shares	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Noncontrolling Interests			Total Equity
Balance at May 27, 2018	567.9	$	2,839.7	$	1,180.0		$	4,744.9		$	(110.5	)	$	(4,977.9	)	$	80.4		$	3,756.6
Stock option and incentive plans				(14.1		)	0.5						23.3			0.1			9.8
Adoption of ASU 2016-01							0.6			(0.6		)							—
Adoption of ASU 2014-09							0.5												0.5
Currency translation adjustment, net										(0.7		)				(2.3		)	(3.0		)
Derivative adjustment, net										(43.4		)							(43.4		)
Activities of noncontrolling interests				(0.3		)										0.3			—
Pension and postretirement healthcare benefits										(0.5		)							(0.5		)
Dividends declared on common stock; $0.2125 per share							(83.2		)										(83.2		)
Net income attributable to Conagra Brands, Inc.							178.2												178.2
Balance at August 26, 2018	567.9	$	2,839.7	$	1,165.6		$	4,841.5		$	(155.7	)	$	(4,954.6	)	$	78.5		$	3,815.0

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FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Aug. 26, 2018

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of August 26, 2018:

	Level 1		Level 2		Level 3		Net Value
Assets:
Derivative assets	$	2.6	$	1.8	$	—	$	4.4
Equity securities	5.1		—		—		5.1
Total assets	$	7.7	$	1.8	$	—	$	9.5
Liabilities:
Derivative liabilities	$	—	$	58.6	$	—	$	58.6
Deferred compensation liabilities	56.4		—		—		56.4
Total liabilities	$	56.4	$	58.6	$	—	$	115.0

The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of May 27, 2018:

	Level 1		Level 2		Level 3		Net Value
Assets:
Derivative assets	$	1.7	$	2.7	$	—	$	4.4
Equity securities	4.8		—		—		4.8
Total assets	$	6.5	$	2.7	$	—	$	9.2
Liabilities:
Derivative liabilities	$	—	$	0.1	$	—	$	0.1
Deferred compensation liabilities	51.6		—		—		51.6
Total liabilities	$	51.6	$	0.1	$	—	$	51.7

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BUSINESS SEGMENTS AND RELATED INFORMATION (Tables)

3 Months Ended

Aug. 26, 2018

Segment Reporting [Abstract]

Schedule of Segment Operations

General corporate expense, net interest expense, and income taxes have been excluded from segment operations.

	Thirteen Weeks Ended
	August 26, 2018			August 27, 2017
Net sales
Grocery & Snacks	$	771.1		$	745.8
Refrigerated & Frozen	635.2			615.7
International	193.8			190.9
Foodservice	234.3			251.8
Total net sales	$	1,834.4		$	1,804.2
Operating profit
Grocery & Snacks	$	178.7		$	176.2
Refrigerated & Frozen	95.5			101.9
International	37.3			18.9
Foodservice	27.5			23.2
Total operating profit	$	339.0		$	320.2
Equity method investment earnings	16.2			30.0
General corporate expense	80.8			60.8
Pension and postretirement non-service income	(10.2		)	(20.6		)
Interest expense, net	49.0			36.4
Income tax expense	57.4			120.0
Income from continuing operations	$	178.2		$	153.6
Less: Net income attributable to noncontrolling interests of continuing operations	—			0.8
Income from continuing operations attributable to Conagra Brands, Inc.	$	178.2		$	152.8

The following table presents further disaggregation of our net sales:

	Thirteen Weeks Ended
	August 26, 2018		August 27, 2017
Snacks	$	291.4	$	257.5
Other shelf-stable	479.7		488.3
Frozen	463.5		432.3
Refrigerated	171.7		183.4
International	193.8		190.9
Foodservice	234.3		251.8
Total net sales	$	1,834.4	$	1,804.2

Schedule of Net Derivative Gains (Losses) from Economic Hedges of Forecasted Commodity Consumption and Foreign Currency Risk

The following table presents the net derivative gains (losses) from economic hedges of forecasted commodity consumption and the foreign currency risk of certain forecasted transactions, under this methodology:

	Thirteen Weeks Ended
	August 26, 2018			August 27, 2017
Gross derivative losses incurred	$	(6.5	)	$	(7.4	)
Less: Net derivative losses allocated to reporting segments	(0.1		)	(1.4		)
Net derivative losses recognized in general corporate expenses	$	(6.4	)	$	(6.0	)
Net derivative losses allocated to Grocery & Snacks	$	(0.2	)	$	(0.6	)
Net derivative losses allocated to Refrigerated & Frozen	(0.1		)	—
Net derivative gains (losses) allocated to International	0.3			(0.7		)
Net derivative losses allocated to Foodservice	(0.1		)	(0.1		)
Net derivative losses included in segment operating profit	$	(0.1	)	$	(1.4	)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017	May 27, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Unrealized gains on available-for-sale securities reclassified to retained earnings	$ 0.0	$ 0.2
Receivables, less allowance for doubtful accounts	599.2		$ 582.6
Inventories	1,108.5		997.1
Prepaid expenses and other current assets	224.7		186.8
Other accrued liabilities	743.9		672.9
Other noncurrent liabilities	1,002.9		1,065.2
Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect adjustment to retained earnings			0.5
Receivables, less allowance for doubtful accounts	599.2
Inventories	1,108.5
Prepaid expenses and other current assets	224.7
Other accrued liabilities	743.9
Other noncurrent liabilities	1,002.9
Accounting Standards Update 2014-09 | Retained earnings
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect adjustment to retained earnings			0.5
Adjustments | Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect adjustment to retained earnings			0.5
Receivables, less allowance for doubtful accounts	7.9		(7.6)
Inventories	(3.2)		2.8
Prepaid expenses and other current assets	(22.5)		6.9
Other accrued liabilities	(1.1)		1.4
Other noncurrent liabilities	$ (4.2)		$ 0.2

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Accumulated Balances for Each Component of Other Comprehensive Income (Loss), Net of Tax (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017	May 27, 2018
Accumulated Other Comprehensive Income (Loss) [Line Items]
Unrealized gains on available-for-sale securities reclassified to retained earnings	$ 0.0	$ 0.2
Accumulated balances	3,815.0		$ 3,756.6
Currency translation losses, net of reclassification adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated balances	(95.4)		(94.7)
Derivative adjustments, net of reclassification adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated balances	(42.4)		1.0
Unrealized gains (losses) on available-for-sale securities
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated balances	0.0		0.6
Pension and post-employment benefit obligations, net of reclassification adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated balances	(17.9)		(17.4)
Accumulated other comprehensive loss
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated balances	(155.7)		(110.5)
Retained earnings
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated balances	4,841.5		$ 4,744.9
Accounting Standards Update 2016-01 | Accumulated other comprehensive loss
Accumulated Other Comprehensive Income (Loss) [Line Items]
Unrealized gains on available-for-sale securities reclassified to retained earnings	(0.6)
Accounting Standards Update 2016-01 | Retained earnings
Accumulated Other Comprehensive Income (Loss) [Line Items]
Unrealized gains on available-for-sale securities reclassified to retained earnings	$ 0.6

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Reclassifications From Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Pension and postretirement non-service income	$ 257.3	$ 259.6
Income from continuing operations before income taxes and equity method investment earnings	219.4	243.6
Income tax expense	(57.4)	(120.0)
Net income attributable to Conagra Brands, Inc.	178.2	152.5
Reclassified to Pension and postretirement non-service income	(10.2)	(20.6)
Reclassification out of accumulated other comprehensive loss | Net prior service cost (benefit)
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Pension and postretirement non-service income	0.2	(0.1)
Income from continuing operations before income taxes and equity method investment earnings	(0.2)	(0.1)
Income tax expense	0.1	0.0
Net income attributable to Conagra Brands, Inc.	(0.1)	(0.1)
Reclassification out of accumulated other comprehensive loss | Net actuarial gain
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Pension and postretirement non-service income	(0.4)	$ 0.0
Accounting Standards Update 2017-07
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Pension and postretirement non-service income	(20.6)
Reclassified to Pension and postretirement non-service income	$ 20.6

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cumulative Effects of Changes Resulting From Adoption of ASC 606 (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017	May 27, 2018
Current assets
Receivables, less allowance for doubtful accounts	$ 599.2		$ 582.6
Inventories	1,108.5		997.1
Prepaid expenses and other current assets	224.7		186.8
Current liabilities
Other accrued liabilities	743.9		672.9
Noncurrent Liabilities:
Other noncurrent liabilities	1,002.9		1,065.2
Net sales	1,834.4	$ 1,804.2
Cost of goods sold	1,318.9	1,285.2
Income from continuing operations before income taxes and equity method investment earnings	219.4	$ 243.6
Accounting Standards Update 2014-09
Current assets
Receivables, less allowance for doubtful accounts	599.2
Inventories	1,108.5
Prepaid expenses and other current assets	224.7
Current liabilities
Other accrued liabilities	743.9
Noncurrent Liabilities:
Other noncurrent liabilities	1,002.9
Net sales	1,834.4
Cost of goods sold	1,318.9
Income from continuing operations before income taxes and equity method investment earnings	219.4
Balances without Adoption of Topic 606
Noncurrent Liabilities:
Net sales	1,825.1
Cost of goods sold	1,325.7
Income from continuing operations before income taxes and equity method investment earnings	203.3
Balances without Adoption of Topic 606 | Accounting Standards Update 2014-09
Current assets
Receivables, less allowance for doubtful accounts	607.1
Inventories	1,105.3
Prepaid expenses and other current assets	202.2
Current liabilities
Other accrued liabilities	742.8
Noncurrent Liabilities:
Other noncurrent liabilities	998.7
Adjustments | Accounting Standards Update 2014-09
Current assets
Receivables, less allowance for doubtful accounts	7.9		(7.6)
Inventories	(3.2)		2.8
Prepaid expenses and other current assets	(22.5)		6.9
Current liabilities
Other accrued liabilities	(1.1)		1.4
Noncurrent Liabilities:
Other noncurrent liabilities	(4.2)		$ 0.2
Net sales	(9.3)
Cost of goods sold	6.8
Income from continuing operations before income taxes and equity method investment earnings	$ (16.1)

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ACQUISITIONS (Details) $ / shares in Units, $ in Millions	1 Months Ended		3 Months Ended	4 Months Ended
	Feb. 28, 2018 USD ($)	Oct. 31, 2017 USD ($)	Aug. 26, 2018 USD ($)	Oct. 31, 2018 USD ($) $ / shares	May 27, 2018 USD ($)
Business Acquisition [Line Items]
Goodwill			$ 4,499.4		$ 4,502.5
Sandwich Bros. of Wisconsin
Business Acquisition [Line Items]
Cash payment for businesses, net of cash acquired	$ 87.3
Goodwill	57.8
Non-amortizing intangible assets acquired	9.7
Amortizing intangible assets acquired	$ 7.1
Angie's Artisan Treats, LLC
Business Acquisition [Line Items]
Cash payment for businesses, net of cash acquired		$ 249.8
Goodwill		155.1
Non-amortizing intangible assets acquired		73.8
Amortizing intangible assets acquired		10.3
Goodwill deductible for income tax purposes		$ 95.4
Angie's Artisan Treats, LLC, Thanasi Foods LLC, Frontera Foods, Inc. and Red Fork, LLC
Business Acquisition [Line Items]
Net sales from acquisitions			$ 37.4
Scenario, Forecast | Pinnacle Foods Inc. (Pinnacle)
Business Acquisition [Line Items]
Transaction value				$ 10,900.0
Cash to be received by shareholders per share of Pinnacle (in usd per share) | $ / shares				$ 43.11
Shares of common stock to be received for each share of Pinnacle				0.6494
Implied price per share (in usd per share) | $ / shares				$ 68.00

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DISCONTINUED OPERATIONS AND OTHER DIVESTITURES - Lamb Weston Spinoff (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
After-tax loss related to disposal of Lamb Weston business	$ 0.0	$ 0.3
Pre-tax gains from sales of businesses	$ 13.3	0.0
Lamb Weston | Discontinued operations, spinoff | Lamb Weston
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
After-tax loss related to disposal of Lamb Weston business		0.2
Pre-tax loss related to disposal of Lamb Weston business		(0.3)
Lamb Weston | Discontinued operations, spinoff | Spinoff | Transition services agreement
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from transition services agreement		$ 1.3

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DISCONTINUED OPERATIONS AND OTHER DIVESTITURES - Private Brands Operations (Narrative) (Details) $ in Millions	3 Months Ended
	Aug. 27, 2017 USD ($)
Discontinued operations, disposed of by sale | Private Brands | Transition services agreement | TreeHouse Foods, Inc. | Buyer of Private Brands Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from transition services agreement	$ 1.7

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DISCONTINUED OPERATIONS AND OTHER DIVESTITURES - Other Divestitures (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017	May 27, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Pre-tax gains from sales of businesses	$ 13.3	$ 0.0
Noncurrent assets classified as held for sale	111.7		$ 137.2
Del Monte | Not discontinued operations, disposed of by sale | Bonduelle Group | International
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash proceeds from sales of businesses, net of cash included	39.9
Cash price for disposition	30.3
Pre-tax gains from sales of businesses	13.3
Del Monte | Held-for-sale, not discontinued operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Noncurrent assets classified as held for sale			11.5
Other long-lived assets | Held-for-sale, not discontinued operations | Corporate
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Noncurrent assets classified as held for sale	$ 10.4		10.4
Other long-lived assets | Held-for-sale, not discontinued operations | Grocery & Snacks | Reporting segments
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Noncurrent assets classified as held for sale			$ 14.9

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DISCONTINUED OPERATIONS AND OTHER DIVESTITURES - Schedule of Assets Classified as Held for Sale (Details) - USD ($) $ in Millions	Aug. 26, 2018	May 27, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Current assets	$ 39.3	$ 44.4
Noncurrent assets	111.7	137.2
Del Monte | Held-for-sale, not discontinued operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Current assets		6.1
Noncurrent assets		11.5
Goodwill	5.8	5.8
Wesson | Held-for-sale, not discontinued operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Current assets	39.3	37.7
Noncurrent assets	101.3	101.0
Goodwill	$ 74.5	$ 74.5

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RESTRUCTURING ACTIVITIES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017	Aug. 28, 2016
Discontinued operations, disposed of by sale | Private Brands
Restructuring Cost and Reserve [Line Items]
Charges that have resulted or will result in cash outflows from plan inception	$ 84.5		$ 84.5
Non-cash charges from plan inception	45.7		45.7
Pre-tax expenses from plan inception	130.2		$ 130.2
Discontinued operations, spinoff | Lamb Weston
Restructuring Cost and Reserve [Line Items]
Charges that have resulted or will result in cash outflows from plan inception	2.1
SCAE Plan
Restructuring Cost and Reserve [Line Items]
Approved expenses (up to) in connection with the SCAE Plan	900.9
Charges incurred or expected to be incurred	469.8
Cash charges incurred or expected to be incurred	322.0
Non-cash charges incurred or expected to be incurred	147.8
Recognized charges	0.6	$ 11.4
Charges that have resulted or will result in cash outflows	0.1
Non-cash charges	0.5
Charges that have resulted or will result in cash outflows from plan inception	316.2
Non-cash charges from plan inception	$ 144.7

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RESTRUCTURING ACTIVITIES - Schedule of Pre-Tax Expenses in Association with the SCAE Plan (Details) - SCAE Plan - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	$ 469.8
Recognized pre-tax expenses	0.6	$ 11.4
Cumulative pre-tax expenses	460.9
Total
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	467.5
Recognized pre-tax expenses	1.2
Cumulative pre-tax expenses	458.6
Total | Reporting segments | Grocery & Snacks
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	131.1
Recognized pre-tax expenses	0.1
Cumulative pre-tax expenses	126.1
Total | Reporting segments | Refrigerated & Frozen
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	42.4
Cumulative pre-tax expenses	42.2
Total | Reporting segments | International
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	4.9
Recognized pre-tax expenses	0.2
Cumulative pre-tax expenses	4.9
Total | Reporting segments | Foodservice
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	7.9
Cumulative pre-tax expenses	7.9
Total | Corporate
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	281.2
Recognized pre-tax expenses	0.9
Cumulative pre-tax expenses	277.5
Total cost of goods sold
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	103.2
Recognized pre-tax expenses	2.3
Cumulative pre-tax expenses	99.8
Total cost of goods sold | Reporting segments | Grocery & Snacks
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	81.3
Recognized pre-tax expenses	2.3
Cumulative pre-tax expenses	77.9
Total cost of goods sold | Reporting segments | Refrigerated & Frozen
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	20.7
Cumulative pre-tax expenses	20.7
Total cost of goods sold | Reporting segments | International
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Recognized pre-tax expenses	0.0
Cumulative pre-tax expenses	0.0
Total cost of goods sold | Reporting segments | Foodservice
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Cumulative pre-tax expenses	0.0
Total cost of goods sold | Corporate
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	1.2
Recognized pre-tax expenses	0.0
Cumulative pre-tax expenses	1.2
Multi-employer pension costs
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	32.5
Recognized pre-tax expenses	0.2
Cumulative pre-tax expenses	32.5
Multi-employer pension costs | Reporting segments | Grocery & Snacks
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	32.5
Recognized pre-tax expenses	0.2
Cumulative pre-tax expenses	32.5
Multi-employer pension costs | Reporting segments | Refrigerated & Frozen
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Cumulative pre-tax expenses	0.0
Multi-employer pension costs | Reporting segments | International
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Recognized pre-tax expenses	0.0
Cumulative pre-tax expenses	0.0
Multi-employer pension costs | Reporting segments | Foodservice
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Cumulative pre-tax expenses	0.0
Multi-employer pension costs | Corporate
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Recognized pre-tax expenses	0.0
Cumulative pre-tax expenses	0.0
Accelerated depreciation
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	57.0
Recognized pre-tax expenses	1.4
Cumulative pre-tax expenses	54.2
Accelerated depreciation | Reporting segments | Grocery & Snacks
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	37.2
Recognized pre-tax expenses	1.4
Cumulative pre-tax expenses	34.4
Accelerated depreciation | Reporting segments | Refrigerated & Frozen
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	18.6
Cumulative pre-tax expenses	18.6
Accelerated depreciation | Reporting segments | International
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Recognized pre-tax expenses	0.0
Cumulative pre-tax expenses	0.0
Accelerated depreciation | Reporting segments | Foodservice
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Cumulative pre-tax expenses	0.0
Accelerated depreciation | Corporate
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	1.2
Recognized pre-tax expenses	0.0
Cumulative pre-tax expenses	1.2
Other cost of goods sold
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	13.7
Recognized pre-tax expenses	0.7
Cumulative pre-tax expenses	13.1
Other cost of goods sold | Reporting segments | Grocery & Snacks
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	11.6
Recognized pre-tax expenses	0.7
Cumulative pre-tax expenses	11.0
Other cost of goods sold | Reporting segments | Refrigerated & Frozen
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	2.1
Cumulative pre-tax expenses	2.1
Other cost of goods sold | Reporting segments | International
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Recognized pre-tax expenses	0.0
Cumulative pre-tax expenses	0.0
Other cost of goods sold | Reporting segments | Foodservice
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Cumulative pre-tax expenses	0.0
Other cost of goods sold | Corporate
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Recognized pre-tax expenses	0.0
Cumulative pre-tax expenses	0.0
Total selling, general and administrative expenses
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	364.3
Recognized pre-tax expenses	(1.1)
Cumulative pre-tax expenses	358.8
Total selling, general and administrative expenses | Reporting segments | Grocery & Snacks
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	49.8
Recognized pre-tax expenses	(2.2)
Cumulative pre-tax expenses	48.2
Total selling, general and administrative expenses | Reporting segments | Refrigerated & Frozen
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	21.7
Cumulative pre-tax expenses	21.5
Total selling, general and administrative expenses | Reporting segments | International
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	4.9
Recognized pre-tax expenses	0.2
Cumulative pre-tax expenses	4.9
Total selling, general and administrative expenses | Reporting segments | Foodservice
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	7.9
Cumulative pre-tax expenses	7.9
Total selling, general and administrative expenses | Corporate
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	280.0
Recognized pre-tax expenses	0.9
Cumulative pre-tax expenses	276.3
Severance and related costs, net
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	150.5
Recognized pre-tax expenses	(1.7)
Cumulative pre-tax expenses	148.6
Severance and related costs, net | Reporting segments | Grocery & Snacks
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	26.3
Recognized pre-tax expenses	(1.3)
Cumulative pre-tax expenses	25.2
Severance and related costs, net | Reporting segments | Refrigerated & Frozen
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	10.3
Cumulative pre-tax expenses	10.3
Severance and related costs, net | Reporting segments | International
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	3.9
Recognized pre-tax expenses	0.2
Cumulative pre-tax expenses	3.9
Severance and related costs, net | Reporting segments | Foodservice
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	7.9
Cumulative pre-tax expenses	7.9
Severance and related costs, net | Corporate
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	102.1
Recognized pre-tax expenses	(0.6)
Cumulative pre-tax expenses	101.3
Fixed asset impairment (net of gains on disposal)
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	23.3
Recognized pre-tax expenses	(0.9)
Cumulative pre-tax expenses	23.3
Fixed asset impairment (net of gains on disposal) | Reporting segments | Grocery & Snacks
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	5.2
Recognized pre-tax expenses	(0.9)
Cumulative pre-tax expenses	5.2
Fixed asset impairment (net of gains on disposal) | Reporting segments | Refrigerated & Frozen
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	6.9
Cumulative pre-tax expenses	6.9
Fixed asset impairment (net of gains on disposal) | Reporting segments | International
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Recognized pre-tax expenses	0.0
Cumulative pre-tax expenses	0.0
Fixed asset impairment (net of gains on disposal) | Reporting segments | Foodservice
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Cumulative pre-tax expenses	0.0
Fixed asset impairment (net of gains on disposal) | Corporate
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	11.2
Recognized pre-tax expenses	0.0
Cumulative pre-tax expenses	11.2
Accelerated depreciation
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	4.1
Cumulative pre-tax expenses	4.1
Accelerated depreciation | Reporting segments | Grocery & Snacks
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Cumulative pre-tax expenses	0.0
Accelerated depreciation | Reporting segments | Refrigerated & Frozen
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Cumulative pre-tax expenses	0.0
Accelerated depreciation | Reporting segments | International
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Cumulative pre-tax expenses	0.0
Accelerated depreciation | Reporting segments | Foodservice
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Cumulative pre-tax expenses	0.0
Accelerated depreciation | Corporate
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	4.1
Cumulative pre-tax expenses	4.1
Contract/lease termination expenses
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	87.5
Recognized pre-tax expenses	0.5
Cumulative pre-tax expenses	87.3
Contract/lease termination expenses | Reporting segments | Grocery & Snacks
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	1.0
Recognized pre-tax expenses	0.0
Cumulative pre-tax expenses	1.0
Contract/lease termination expenses | Reporting segments | Refrigerated & Frozen
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.6
Cumulative pre-tax expenses	0.6
Contract/lease termination expenses | Reporting segments | International
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.9
Recognized pre-tax expenses	0.0
Cumulative pre-tax expenses	0.9
Contract/lease termination expenses | Reporting segments | Foodservice
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Cumulative pre-tax expenses	0.0
Contract/lease termination expenses | Corporate
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	85.0
Recognized pre-tax expenses	0.5
Cumulative pre-tax expenses	84.8
Consulting/professional fees
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	55.3
Recognized pre-tax expenses	0.1
Cumulative pre-tax expenses	53.8
Consulting/professional fees | Reporting segments | Grocery & Snacks
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	1.0
Recognized pre-tax expenses	0.0
Cumulative pre-tax expenses	1.0
Consulting/professional fees | Reporting segments | Refrigerated & Frozen
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.4
Cumulative pre-tax expenses	0.4
Consulting/professional fees | Reporting segments | International
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.1
Recognized pre-tax expenses	0.0
Cumulative pre-tax expenses	0.1
Consulting/professional fees | Reporting segments | Foodservice
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Cumulative pre-tax expenses	0.0
Consulting/professional fees | Corporate
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	53.8
Recognized pre-tax expenses	0.1
Cumulative pre-tax expenses	52.3
Other selling, general and administrative expenses
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	43.6
Recognized pre-tax expenses	0.9
Cumulative pre-tax expenses	41.7
Other selling, general and administrative expenses | Reporting segments | Grocery & Snacks
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	16.3
Recognized pre-tax expenses	0.0
Cumulative pre-tax expenses	15.8
Other selling, general and administrative expenses | Reporting segments | Refrigerated & Frozen
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	3.5
Cumulative pre-tax expenses	3.3
Other selling, general and administrative expenses | Reporting segments | International
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Recognized pre-tax expenses	0.0
Cumulative pre-tax expenses	0.0
Other selling, general and administrative expenses | Reporting segments | Foodservice
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	0.0
Cumulative pre-tax expenses	0.0
Other selling, general and administrative expenses | Corporate
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	23.8
Recognized pre-tax expenses	0.9
Cumulative pre-tax expenses	22.6
Pension and postretirement non-service income
Restructuring Cost and Reserve [Line Items]
Charges incurred or expected to be incurred	2.3
Recognized pre-tax expenses	(0.6)
Cumulative pre-tax expenses	$ 2.3

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RESTRUCTURING ACTIVITIES - Schedule of Liabilities Recorded for the SCAE Plan (Details) - SCAE Plan $ in Millions	3 Months Ended
	Aug. 26, 2018 USD ($)
Restructuring Cost and Reserve
Balance at May 27, 2018	$ 43.8
Costs Incurred and Charged to Expense	1.7
Costs Paid or Otherwise Settled	(6.5)
Changes in Estimates	(1.0)
Balance at August 26, 2018	38.0
Multi-employer pension costs
Restructuring Cost and Reserve
Balance at May 27, 2018	32.3
Costs Incurred and Charged to Expense	0.0
Costs Paid or Otherwise Settled	0.0
Changes in Estimates	0.2
Balance at August 26, 2018	32.5
Severance and related costs
Restructuring Cost and Reserve
Balance at May 27, 2018	6.3
Costs Incurred and Charged to Expense	0.0
Costs Paid or Otherwise Settled	(3.6)
Changes in Estimates	(1.7)
Balance at August 26, 2018	1.0
Consulting/professional fees
Restructuring Cost and Reserve
Balance at May 27, 2018	0.1
Costs Incurred and Charged to Expense	0.1
Costs Paid or Otherwise Settled	(0.2)
Changes in Estimates	0.0
Balance at August 26, 2018	0.0
Contract/lease termination
Restructuring Cost and Reserve
Balance at May 27, 2018	4.9
Costs Incurred and Charged to Expense	0.0
Costs Paid or Otherwise Settled	(1.6)
Changes in Estimates	0.5
Balance at August 26, 2018	3.8
Other costs
Restructuring Cost and Reserve
Balance at May 27, 2018	0.2
Costs Incurred and Charged to Expense	1.6
Costs Paid or Otherwise Settled	(1.1)
Changes in Estimates	0.0
Balance at August 26, 2018	$ 0.7

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LONG-TERM DEBT AND REVOLVING CREDIT FACILITY - Narrative (Details)			3 Months Ended				4 Months Ended
	Mar. 15, 2018 USD ($)	Jan. 25, 2018 USD ($)	Aug. 26, 2018 USD ($)	May 27, 2018 USD ($)	Feb. 25, 2018 USD ($)	Nov. 26, 2017 USD ($)	Oct. 31, 2018 USD ($)	Jul. 11, 2018 USD ($)	Jun. 26, 2018 USD ($)
Debt Instrument [Line Items]
Repayment of capital lease liability					$ 28,500,000
Required minimum ratio of EBITDA to interest expense			3.0
0.50% floating rate notes due 2020
Debt Instrument [Line Items]
Aggregate principal amount						$ 500,000,000.0
0.50% floating rate notes due 2020 | LIBOR
Debt Instrument [Line Items]
Basis spread on variable interest rate						0.50%
Senior notes | 2.1% senior notes due 2018
Debt Instrument [Line Items]
Principal balance of senior notes repaid	$ 70,000,000
Stated interest rate	2.10%
Senior notes | 1.9% senior notes due 2018
Debt Instrument [Line Items]
Principal balance of senior notes repaid		$ 119,600,000
Stated interest rate		1.90%
The Facility
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 1,600,000,000.0
Maximum additional borrowing capacity			2,100,000,000.0
Outstanding borrowings under revolving credit facility			0
Bridge Financing
Debt Instrument [Line Items]
Maximum borrowing capacity									$ 9,000,000,000
Costs incurred in connection with bridge financing									$ 32,200,000
Net interest expense resulting from amortization of incurred costs			$ 5,600,000
Term Loan
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 300,000,000			$ 1,300,000,000
Proceeds from line of credit				$ 300,000,000
Term Loan | LIBOR
Debt Instrument [Line Items]
Basis spread on variable interest rate			0.75%
Scenario, Forecast | Pinnacle Foods Inc. (Pinnacle)
Debt Instrument [Line Items]
Long-term debt expected to be incurred							$ 8,300,000,000
Incremental cash proceeds expected from issuance of equity and/or divestitures							$ 575,000,000

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LONG-TERM DEBT AND REVOLVING CREDIT FACILITY - Schedule of Net Interest Expense from Continuing Operations (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017
Debt Disclosure [Abstract]
Long-term debt	$ 42.9	$ 38.1
Short-term debt	7.5	0.4
Interest income	(0.6)	(0.9)
Interest capitalized	(0.8)	(1.2)
Net interest expense	$ 49.0	$ 36.4

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VARIABLE INTEREST ENTITIES (Details) - Loss on lease put option for one building - USD ($) $ in Millions	Aug. 26, 2018	May 27, 2018
Variable Interest Entity [Line Items]
Estimated amount by which put prices exceeded the fair values of the related properties	$ 8.2	$ 8.2
Accrued put cost	$ 1.3	$ 1.2

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GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Schedule of Change in Carrying Amount of Goodwill (Details) $ in Millions	3 Months Ended
	Aug. 26, 2018 USD ($)
Goodwill
Balance as of May 27, 2018	$ 4,502.5
Purchase accounting adjustments	(0.1)
Currency translation	(3.0)
Balance as of August 26, 2018	4,499.4
Grocery & Snacks
Goodwill
Balance as of May 27, 2018	2,592.8
Purchase accounting adjustments	(0.1)
Currency translation	0.0
Balance as of August 26, 2018	2,592.7
Refrigerated & Frozen
Goodwill
Balance as of May 27, 2018	1,095.7
Purchase accounting adjustments	0.0
Currency translation	(0.1)
Balance as of August 26, 2018	1,095.6
International
Goodwill
Balance as of May 27, 2018	242.9
Purchase accounting adjustments	0.0
Currency translation	(2.9)
Balance as of August 26, 2018	240.0
Foodservice
Goodwill
Balance as of May 27, 2018	571.1
Purchase accounting adjustments	0.0
Currency translation	0.0
Balance as of August 26, 2018	$ 571.1

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GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Schedule of Other Identifiable Intangible Assets (Details) - USD ($) $ in Millions	Aug. 26, 2018	May 27, 2018
Non-amortizing intangible assets
Gross Carrying Amount	$ 917.3	$ 918.3
Amortizing intangible assets
Gross Carrying Amount	579.3	579.4
Accumulated Amortization	221.4	213.2
Identifiable intangible assets
Gross Carrying Amount	1,496.6	1,497.7
Accumulated Amortization	$ 221.4	$ 213.2

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GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining weighted average life of amortizing intangible assets	13 years
Amortization expense	$ 8.3	$ 8.6
Amortization expense year one	32.6
Amortization expense year two	32.6
Amortization expense year three	32.6
Amortization expense year four	32.6
Amortization expense year five	$ 32.6

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DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	May 27, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Period to hedge portion of anticipated consumption of commodity inputs (up to)	36 months
Pre-tax unrealized loss associated with interest rate swap	$ 58.1
Derivative Instruments, Gain (Loss) [Line Items]
Setoff amounts applied against total derivative assets	1.6	$ 1.4
Setoff amounts applied against total derivative liabilities	4.0	0.4
Level 2
Derivative Instruments, Gain (Loss) [Line Items]
Maximum amount of loss due to credit risk of counterparties	1.8
Foreign exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Notional value of contracts	86.3	82.4
Purchase contracts | Commodity contracts
Derivative Instruments, Gain (Loss) [Line Items]
Notional value of contracts	80.8	100.0
Sales contracts | Commodity contracts
Derivative Instruments, Gain (Loss) [Line Items]
Notional value of contracts	25.7	34.2
Prepaid expenses and other current assets
Derivative Instruments, Gain (Loss) [Line Items]
Amounts representing a right to reclaim cash collateral	$ 5.6
Amounts representing an obligation to return cash collateral		$ 1.0

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DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Derivative Assets and Liabilities and Amounts Representing Right to Reclaim or Obligation to Return Cash Collateral (Details) - USD ($) $ in Millions	Aug. 26, 2018	May 27, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Prepaid expenses and other current assets	$ 4.4	$ 4.4
Other accrued liabilities	$ 58.6	$ 0.1

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DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Derivative Assets and Liabilities on a Gross Basis (Details) - USD ($) $ in Millions	Aug. 26, 2018	May 27, 2018
Derivatives, Fair Value [Line Items]
Fair value of derivative asset	$ 2.8
Fair value of derivative liabilities	62.6
Designated as hedging instrument
Derivatives, Fair Value [Line Items]
Fair value of derivative asset	0.0
Fair value of derivative liabilities	58.1
Total derivatives not designated as hedging instruments
Derivatives, Fair Value [Line Items]
Derivative Assets	2.8	$ 5.8
Derivative Liabilities	4.5	0.5
Interest rate swap contracts | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Fair value of derivative asset	0.0
Interest rate swap contracts | Other accrued liabilities
Derivatives, Fair Value [Line Items]
Fair value of derivative liabilities	58.1
Commodity contracts | Prepaid expenses and other current assets | Total derivatives not designated as hedging instruments
Derivatives, Fair Value [Line Items]
Derivative Assets	1.0	3.7
Commodity contracts | Other accrued liabilities | Total derivatives not designated as hedging instruments
Derivatives, Fair Value [Line Items]
Derivative Liabilities	4.0	0.4
Foreign exchange contracts | Prepaid expenses and other current assets | Total derivatives not designated as hedging instruments
Derivatives, Fair Value [Line Items]
Derivative Assets	1.8	2.1
Foreign exchange contracts | Other accrued liabilities | Total derivatives not designated as hedging instruments
Derivatives, Fair Value [Line Items]
Derivative Liabilities	$ 0.5	0.0
Other | Prepaid expenses and other current assets | Total derivatives not designated as hedging instruments
Derivatives, Fair Value [Line Items]
Derivative Assets		0.0
Other | Other accrued liabilities | Total derivatives not designated as hedging instruments
Derivatives, Fair Value [Line Items]
Derivative Liabilities		$ 0.1

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DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Location and Amount of Gain (Loss) from Derivatives Not Designated as Hedging Instruments (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017
Derivatives, Fair Value [Line Items]
Total gains (losses) from derivative instruments not designated as hedging instruments	$ (6.5)	$ (7.1)
Commodity contracts | Cost of goods sold
Derivatives, Fair Value [Line Items]
Total gains (losses) from derivative instruments not designated as hedging instruments	(7.0)	0.6
Foreign exchange contracts | Cost of goods sold
Derivatives, Fair Value [Line Items]
Total gains (losses) from derivative instruments not designated as hedging instruments	0.5	(8.0)
Foreign exchange contracts | Selling, general and administrative expense
Derivatives, Fair Value [Line Items]
Total gains (losses) from derivative instruments not designated as hedging instruments	$ 0.0	$ 0.3

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SHARE-BASED PAYMENTS (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense (income)	$ 12.3	$ 6.4
Stock options | Subsidiary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense (income)	$ 0.1	$ 0.3
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock granted, shares (in shares)	0.8
Weighted average grant date price (in dollars per share)	$ 36.16
Performance shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock granted, shares (in shares)	0.5
Weighted average grant date price (in dollars per share)	$ 35.96
Performance shares | Fiscal 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Period of measurement for diluted EPS CAGR	2 years
Performance shares | Fiscal 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Performance shares | 2016 EBITDA | Fiscal 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance shares based on earnings per share goal and EBITDA return on capital (as a percent)	33.33%
Performance shares | 2017 EBITDA | Fiscal 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance shares based on earnings per share goal and EBITDA return on capital (as a percent)	33.33%
Performance shares | 2017 EBITDA | Fiscal 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance shares based on earnings per share goal and EBITDA return on capital (as a percent)	33.33%
Performance shares | 2018 EBITDA | Fiscal 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance shares based on earnings per share goal and EBITDA return on capital (as a percent)	33.33%
Performance shares | 2019 diluted EPS CAGR | Fiscal 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance shares based on earnings per share goal and EBITDA return on capital (as a percent)	66.66%

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EARNINGS PER SHARE - Reconciliation of Income and Average Share Amounts Used to Compute Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017
Net income attributable to Conagra Brands, Inc. common stockholders:
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders	$ 178.2	$ 152.8
Loss from discontinued operations, net of tax, attributable to Conagra Brands, Inc. common stockholders	0.0	(0.3)
Net income attributable to Conagra Brands, Inc.	$ 178.2	$ 152.5
Weighted average shares outstanding:
Basic weighted average shares outstanding (in shares)	391.7	415.1
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities (in shares)	2.4	4.1
Diluted weighted average shares outstanding (in shares)	394.1	419.2

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EARNINGS PER SHARE - Narrative (Details) - shares shares in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options outstanding excluded from EPS calculation (in shares)	0.8	1.3

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INVENTORIES (Details) - USD ($) $ in Millions	Aug. 26, 2018	May 27, 2018
Inventory Disclosure [Abstract]
Raw materials and packaging	$ 189.4	$ 206.2
Work in process	94.8	92.4
Finished goods	776.6	651.1
Supplies and other	47.7	47.4
Total	$ 1,108.5	$ 997.1

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INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017	May 27, 2018
Income Tax Contingency [Line Items]
Income tax expense	$ 57.4	$ 120.0
Effective tax rate	24.40%	43.90%
Gross unrecognized tax benefits for uncertain tax positions	$ 33.0		$ 32.5
Related liabilities for gross interest and penalties	7.9		7.7
Net amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate	28.2		27.8
Net amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate, discontinued operations	6.7
Gross unrecognized tax benefits, estimated decrease over the next twelve months (up to)	15.3
Deferred tax asset	721.6		721.6
Corresponding valuation allowances	$ 721.6		$ 721.6

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CONTINGENCIES (Details)			3 Months Ended
	Mar. 25, 2016 USD ($)	Jan. 27, 2014 USD ($) defendant	Aug. 26, 2018 USD ($) site period	Sep. 04, 2018 USD ($)	May 27, 2018 USD ($)
Loss on lease put option for one building
Guarantor Obligations [Line Items]
Estimate of possible loss			$ 8,200,000		$ 8,200,000
Amount accrued			$ 1,300,000		$ 1,200,000
Judicial ruling
Guarantor Obligations [Line Items]
Damages awarded to plaintiff	$ 108,900,000
Beatrice
Guarantor Obligations [Line Items]
Number of sites under environmental matters for which acquired company has a liability | site			40
Accrual for environmental matters			$ 53,600,000
Beatrice | California
Guarantor Obligations [Line Items]
Number of other defendants | defendant		2
Estimate of possible loss		$ 1,150,000,000
Amount accrued			136,000,000
Warehouse services agreement
Guarantor Obligations [Line Items]
Minimum monthly payment required under warehouse services agreement			1,500,000.0
Liability for estimated fair value of guarantee			27,700,000
Performance and payment guarantee for Lamb Weston
Guarantor Obligations [Line Items]
Guarantee under sublease agreement (maximum)			$ 75,000,000.0
Lamb Weston
Guarantor Obligations [Line Items]
Number of optional extension periods | period			2
Period of optional extensions			5 years
Subsequent Event | Beatrice | California
Guarantor Obligations [Line Items]
Estimate of possible loss				$ 409,000,000

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PENSION AND POSTRETIREMENT BENEFITS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Multi-employer pension plans, withdrawal costs		$ 2.0
Pension Benefits
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Weighted average discount rate for service costs	4.21%
Weighted average discount rate for interest costs	3.83%
Employer contributions to pension and other postretirement plans	$ 4.2
Anticipated further contributions for the remainder of fiscal 2018	10.3
Postretirement Benefits
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Employer contributions to pension and other postretirement plans	2.6
Anticipated further contributions for the remainder of fiscal 2018	$ 13.6

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PENSION AND POSTRETIREMENT BENEFITS - Components of Pension Benefit and Other Postretirement Benefit Costs (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total benefit cost (benefit)	$ (5.2)	$ (11.1)
Pension Benefits
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost	2.7	12.7
Interest cost	32.0	28.2
Expected return on plan assets	(42.3)	(54.2)
Amortization of prior service cost	0.7	0.7
Total benefit cost (benefit)	(6.9)	(12.6)
Postretirement Benefits
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost	0.1	0.0
Interest cost	0.9	0.9
Amortization of prior service cost	(0.5)	(0.8)
Recognized net actuarial gain	(0.4)	0.0
Curtailment loss	(0.6)	0.0
Total benefit cost (benefit)	(0.5)	0.1
Multi-employer plans | Pension Benefits
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total benefit cost (benefit)	$ 1.7	$ 1.5

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STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017	May 27, 2018
Conagra Brands, Inc. Stockholders' Equity
Balance at beginning of period	$ 3,756.6
Stock option and incentive plans	9.8
Currency translation adjustment, net	(3.0)
Derivative adjustment, net	(43.4)	$ 0.0
Activities of noncontrolling interests	0.0
Pension and postretirement healthcare benefits	(0.5)
Dividends declared on common stock; $0.2125 per share	$ (83.2)
Dividends declared on common stock (in dollars per share)	$ 0.2125
Net income attributable to Conagra Brands, Inc.	$ 178.2	$ 152.5
Balance at ending of period	$ 3,815.0
Accounting Standards Update 2016-01
Conagra Brands, Inc. Stockholders' Equity
Adoption of ASU			$ 0.0
Accounting Standards Update 2014-09
Conagra Brands, Inc. Stockholders' Equity
Adoption of ASU			0.5
Common Stock
Conagra Brands, Inc. Stockholders' Equity
Balance at beginning of period (in shares)	567.9
Balance at beginning of period	$ 2,839.7
Balance at end of period (in shares)	567.9
Balance at ending of period	$ 2,839.7
Additional Paid-in Capital
Conagra Brands, Inc. Stockholders' Equity
Balance at beginning of period	1,180.0
Stock option and incentive plans	(14.1)
Activities of noncontrolling interests	(0.3)
Balance at ending of period	1,165.6
Retained Earnings
Conagra Brands, Inc. Stockholders' Equity
Balance at beginning of period	4,744.9
Stock option and incentive plans	0.5
Dividends declared on common stock; $0.2125 per share	(83.2)
Net income attributable to Conagra Brands, Inc.	178.2
Balance at ending of period	4,841.5
Retained Earnings | Accounting Standards Update 2016-01
Conagra Brands, Inc. Stockholders' Equity
Adoption of ASU			0.6
Retained Earnings | Accounting Standards Update 2014-09
Conagra Brands, Inc. Stockholders' Equity
Adoption of ASU			0.5
Accumulated Other Comprehensive Income (Loss)
Conagra Brands, Inc. Stockholders' Equity
Balance at beginning of period	(110.5)
Currency translation adjustment, net	(0.7)
Derivative adjustment, net	(43.4)
Pension and postretirement healthcare benefits	(0.5)
Balance at ending of period	(155.7)
Accumulated Other Comprehensive Income (Loss) | Accounting Standards Update 2016-01
Conagra Brands, Inc. Stockholders' Equity
Adoption of ASU			$ (0.6)
Treasury Stock
Conagra Brands, Inc. Stockholders' Equity
Balance at beginning of period	(4,977.9)
Stock option and incentive plans	23.3
Balance at ending of period	(4,954.6)
Noncontrolling Interests
Conagra Brands, Inc. Stockholders' Equity
Balance at beginning of period	80.4
Stock option and incentive plans	0.1
Currency translation adjustment, net	(2.3)
Activities of noncontrolling interests	0.3
Balance at ending of period	$ 78.5

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FAIR VALUE MEASUREMENTS - Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions	Aug. 26, 2018	May 27, 2018
Assets:
Derivative assets	$ 4.4	$ 4.4
Equity securities	5.1	4.8
Total assets	9.5	9.2
Liabilities:
Derivative liabilities	58.6	0.1
Deferred compensation liabilities	56.4	51.6
Total liabilities	115.0	51.7
Level 1
Assets:
Derivative assets	2.6	1.7
Equity securities	5.1	4.8
Total assets	7.7	6.5
Liabilities:
Derivative liabilities	0.0	0.0
Deferred compensation liabilities	56.4	51.6
Total liabilities	56.4	51.6
Level 2
Assets:
Derivative assets	1.8	2.7
Equity securities	0.0	0.0
Total assets	1.8	2.7
Liabilities:
Derivative liabilities	58.6	0.1
Deferred compensation liabilities	0.0	0.0
Total liabilities	58.6	0.1
Level 3
Assets:
Derivative assets	0.0	0.0
Equity securities	0.0	0.0
Total assets	0.0	0.0
Liabilities:
Derivative liabilities	0.0	0.0
Deferred compensation liabilities	0.0	0.0
Total liabilities	$ 0.0	$ 0.0

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FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 27, 2017	Aug. 26, 2018	May 27, 2018
Goodwill [Line Items]
Charge recognized for the impairment of certain long-lived assets	$ 4.7
Carrying amount of long-term debt (including current installments)		$ 3,540.0	$ 3,540.0
Estimated fair value of debt		$ 3,730.0	$ 3,760.0

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BUSINESS SEGMENTS AND RELATED INFORMATION - Narrative (Details) $ in Millions	3 Months Ended		12 Months Ended	24 Months Ended
	Aug. 26, 2018 USD ($) segment	Aug. 27, 2017 USD ($)	May 27, 2018	May 27, 2018 USD ($)
Revenue, Major Customer [Line Items]
Number of reportable segments | segment	4
Cumulative net derivative losses from economic hedges recognized in general corporate expenses	$ (3.2)
Net losses incurred	6.2
Net gain incurred in prior fiscal years				$ 3.0
Losses expected to be reclassified	2.5
Losses expected to be reclassified in fiscal 2019 and thereafter	0.7
Total depreciation expense	55.4	$ 56.1
Net sales	1,834.4	$ 1,804.2
Accounts payable to suppliers who utilize third-party service	$ 102.7
Customer concentration risk | Wal-Mart Stores, Inc. and affiliates | Net sales
Revenue, Major Customer [Line Items]
Concentration risk (as a percent)	25.00%	24.00%
Customer concentration risk | Wal-Mart Stores, Inc. and affiliates | Net receivables
Revenue, Major Customer [Line Items]
Concentration risk (as a percent)	27.00%		25.00%
Non-US
Revenue, Major Customer [Line Items]
Net sales	$ 211.9	$ 207.7

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BUSINESS SEGMENTS AND RELATED INFORMATION - Schedule of Segment Operations (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017
Net sales
Total net sales	$ 1,834.4	$ 1,804.2
Operating profit
Total operating profit	339.0	320.2
Equity method investment earnings	16.2	30.0
General corporate expense	80.8	60.8
Pension and postretirement non-service income	(10.2)	(20.6)
Interest expense, net	49.0	36.4
Income tax expense	57.4	120.0
Income from continuing operations	178.2	153.6
Less: Net income attributable to noncontrolling interests of continuing operations	0.0	0.8
Income from continuing operations attributable to Conagra Brands, Inc.	178.2	152.8
Grocery & Snacks
Net sales
Total net sales	771.1	745.8
Operating profit
Total operating profit	178.7	176.2
Refrigerated & Frozen
Net sales
Total net sales	635.2	615.7
Operating profit
Total operating profit	95.5	101.9
International
Net sales
Total net sales	193.8	190.9
Operating profit
Total operating profit	37.3	18.9
Foodservice
Net sales
Total net sales	234.3	251.8
Operating profit
Total operating profit	27.5	23.2
Snacks
Net sales
Total net sales		257.5
Snacks | Grocery & Snacks
Net sales
Total net sales	291.4
Other Shelf-stable
Net sales
Total net sales		488.3
Other Shelf-stable | Grocery & Snacks
Net sales
Total net sales	479.7
Frozen
Net sales
Total net sales		432.3
Frozen | Refrigerated & Frozen
Net sales
Total net sales	463.5
Refrigerated
Net sales
Total net sales		$ 183.4
Refrigerated | Refrigerated & Frozen
Net sales
Total net sales	$ 171.7

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BUSINESS SEGMENTS AND RELATED INFORMATION - Schedule of Net Derivative Gains (Losses) from Economic Hedges of Forecasted Commodity Consumption and Foreign Currency Risk (Details) - USD ($) $ in Millions	3 Months Ended
	Aug. 26, 2018	Aug. 27, 2017
Derivative Instruments, Gain (Loss) [Line Items]
Gross derivative losses incurred	$ (6.2)
Commodity contracts
Derivative Instruments, Gain (Loss) [Line Items]
Gross derivative losses incurred	(6.5)	$ (7.4)
Commodity contracts | Reporting segments
Derivative Instruments, Gain (Loss) [Line Items]
Gross derivative losses incurred	(0.1)	(1.4)
Commodity contracts | Reporting segments | Net derivative losses allocated to Grocery & Snacks
Derivative Instruments, Gain (Loss) [Line Items]
Gross derivative losses incurred	(0.2)	(0.6)
Commodity contracts | Reporting segments | Net derivative losses allocated to Refrigerated & Frozen
Derivative Instruments, Gain (Loss) [Line Items]
Gross derivative losses incurred	(0.1)	0.0
Commodity contracts | Reporting segments | Net derivative gains (losses) allocated to International
Derivative Instruments, Gain (Loss) [Line Items]
Gross derivative losses incurred	0.3	(0.7)
Commodity contracts | Reporting segments | Net derivative losses allocated to Foodservice
Derivative Instruments, Gain (Loss) [Line Items]
Gross derivative losses incurred	(0.1)	(0.1)
Commodity contracts | Net derivative losses recognized in general corporate expenses
Derivative Instruments, Gain (Loss) [Line Items]
Gross derivative losses incurred	$ (6.4)	$ (6.0)