RESTRUCTURING ACTIVITIES

Pinnacle Integration Restructuring Plan

In December 2018, our Board of Directors (the "Board") approved a restructuring and integration plan related to the ongoing integration of the recently acquired operations of Pinnacle (the "Pinnacle Integration Restructuring Plan") for the purpose of achieving significant cost synergies between the companies. We expect to incur material charges for exit and disposal activities under U.S. GAAP. Although we remain unable to make good faith estimates relating to the entire Pinnacle Integration Restructuring Plan, we are reporting on actions initiated through the end of the third 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. We expect to incur up to $360.0 million ($285.0 million of cash charges and $75.0 million of non-cash charges) in relation to operational expenditures under the Pinnacle Integration Restructuring Plan. We have incurred or expect to incur approximately $255.6 million of charges ($253.7 million of cash charges and $1.9 million of non-cash charges) for actions identified to date under the Pinnacle Integration Restructuring Plan. We expect to incur costs related to the Pinnacle Integration Restructuring Plan over a three-year period.

We anticipate that we will recognize the following pre-tax expenses in association with the Pinnacle Integration Restructuring Plan (amounts include charges recognized from plan inception through the third quarter of fiscal 2019):



	International		Pinnacle Foods		Corporate		Total
Other cost of goods sold	$	—	$	4.9	$	—	$	4.9
Total cost of goods sold	—		4.9		—		4.9
Severance and related costs	0.7		0.6		118.5		119.8
Accelerated depreciation	—		—		1.9		1.9
Contract/lease termination	—		0.8		20.2		21.0
Consulting/professional fees	—		—		94.0		94.0
Other selling, general and administrative expenses	—		2.4		11.6		14.0
Total selling, general and administrative expenses	0.7		3.8		246.2		250.7
Consolidated total	$	0.7	$	8.7	$	246.2	$	255.6

During the third quarter of fiscal 2019, we recognized the following pre-tax expenses for the Pinnacle Integration Restructuring Plan:



	International		Pinnacle Foods		Corporate		Total
Other cost of goods sold	$	—	$	3.0	$	—	$	3.0
Total cost of goods sold	—		3.0		—		3.0
Severance and related costs	0.7		0.6		11.9		13.2
Accelerated depreciation	—		—		1.0		1.0
Contract/lease termination	—		0.8		—		0.8
Consulting/professional fees	—		—		15.1		15.1
Other selling, general and administrative expenses	—		2.4		1.4		3.8
Total selling, general and administrative expenses	0.7		3.8		29.4		33.9
Consolidated total	$	0.7	$	6.8	$	29.4	$	36.9

Included in the above results are $35.9 million of charges that have resulted or will result in cash outflows and $1.0 million in non-cash charges.

During the first three quarters of fiscal 2019, we recognized the following pre-tax expenses for the Pinnacle Integration Restructuring Plan:



	International		Pinnacle Foods		Corporate		Total
Other cost of goods sold	$	—	$	3.0	$	—	$	3.0
Total cost of goods sold	—		3.0		—		3.0
Severance and related costs	0.7		0.6		104.9		106.2
Accelerated depreciation	—		—		1.3		1.3
Contract/lease termination	—		0.8		—		0.8
Consulting/professional fees	—		—		24.2		24.2
Other selling, general and administrative expenses	—		2.4		1.6		4.0
Total selling, general and administrative expenses	0.7		3.8		132.0		136.5
Consolidated total	$	0.7	$	6.8	$	132.0	$	139.5

Included in the above results are $138.2 million of charges that have resulted or will result in cash outflows and $1.3 million in non-cash charges.

Liabilities recorded for the Pinnacle Integration Restructuring Plan and changes therein for the first three quarters 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 February 24, 2019
Severance and related costs	$	—	$	109.2	$	(29.6	)	$	(3.0	)	$	76.6
Contract/lease termination	—		0.8		—			—			0.8
Consulting/professional fees	—		24.2		(4.6		)	—			19.6
Other costs	—		7.0		(6.6		)	—			0.4
Total	$	—	$	141.2	$	(40.8	)	$	(3.0	)	$	97.4

Conagra Restructuring Plan

In the third quarter of fiscal 2019, management initiated a new restructuring plan (the "Conagra Restructuring Plan") for costs in connection with actions taken to improve SG&A effectiveness and efficiencies and to optimize our supply chain network. We have incurred or expect to incur $4.3 million of charges ($2.4 million of cash charges and $1.9 million of non-cash charges) for actions identified to date under the Conagra Restructuring Plan. We are unable to quantify the scope of the entire Conagra Restructuring Plan at this time. In the third quarter and first three quarters of fiscal 2019, we recognized charges of $1.0 million ($0.7 million of cash charges and $0.3 million in non-cash charges) in association with the Conagra Restructuring Plan.

Supply Chain and Administrative Efficiency Plan

As of February 24, 2019, we have substantially completed our restructuring activities related to our Supply Chain and Administrative Efficiency Plan (the "SCAE Plan"). In the third quarter and first three quarters of fiscal 2019, we recognized charges of $3.5 million and $8.6 million, respectively, in connection with the SCAE Plan. In the third quarter and first three quarters of fiscal 2018, we recognized charges of $14.7 million and $33.2 million, respectively, in connection with the SCAE Plan.

We have recognized $468.9 million in pre-tax expenses ($103.2 million in cost of goods sold, $363.4 million in SG&A expenses, and $2.3 million in pension and postretirement non-service income) from the inception of the SCAE Plan through February 24, 2019, related to our continuing operations. Included in these results were $318.9 million of cash charges and $150.0 million of non-cash charges. Our total pre-tax expenses for the SCAE Plan related to our continuing operations are expected to be $472.7 million ($322.7 million of cash charges and $150.0 million of non-cash charges).