DISCONTINUED OPERATIONS AND OTHER DIVESTITURES

Lamb Weston Spinoff

On November 9, 2016, we completed the Spinoff of our Lamb Weston business. As of such date, we did not beneficially own any equity interest in Lamb Weston and no longer consolidated Lamb Weston into our financial results. The business results were previously reported in the Commercial segment. We reflected the results of this business as discontinued operations for all periods presented.

The summary comparative financial results of the Lamb Weston business through the date of the Spinoff, included within discontinued operations, were as follows:



	2019			2018			2017
Net sales	$	—		$	—		$	1,407.9
Income (loss) from discontinued operations before income taxes and equity method investment earnings	$	—		$	(0.3	)	$	172.3
Income (loss) before income taxes and equity method investment earnings	—			(0.3		)	172.3
Income tax expense (benefit)	2.8			(14.6		)	87.5
Equity method investment earnings	—			—			15.9
Income (loss) from discontinued operations, net of tax	(2.8		)	14.3			100.7
Less: Net income attributable to noncontrolling interests	—			—			6.8
Net income (loss) from discontinued operations attributable to Conagra Brands, Inc.	$	(2.8	)	$	14.3		$	93.9

During fiscal 2017, we incurred $74.8 million of expenses in connection with the Spinoff primarily related to professional fees and contract services associated with preparation of regulatory filings and separation activities. These expenses are reflected in income from discontinued operations. During fiscal 2019 and 2018, we recognized income tax expense of $2.8 million and an income tax benefit of $14.5 million, respectively, due to adjustments of the estimated deductibility of these costs.

In connection with the Spinoff, total assets of $2.28 billion and total liabilities of $2.98 billion (including debt of $2.46 billion) were transferred to Lamb Weston. As part of the consideration for the Spinoff, the Company received a cash payment from Lamb Weston in the amount of $823.5 million. See Note 4 for discussion of the debt-for-debt exchange related to the Spinoff.

We entered into a transition services agreement in connection with the Lamb Weston Spinoff and recognized $2.2 million and $4.2 million of income for the performance of services during fiscal 2018 and 2017, respectively, classified within 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. ("TreeHouse").

The summary comparative financial results of the Private Brands business, included within discontinued operations, were as follows:



	2019		2018			2017
Loss on sale of business	$	—	$	—		$	(1.6	)
Income from discontinued operations before income taxes and equity method investment earnings	0.9		0.4			3.9
Income before income taxes and equity method investment earnings	0.9		0.4			2.3
Income tax expense (benefit)	—		0.5			(0.3		)
Income (loss) from discontinued operations, net of tax	$	0.9	$	(0.1	)	$	2.6

We entered into a transition services agreement with TreeHouse and recognized $2.2 million and $16.9 million of income for the performance of services during fiscal 2018 and 2017, respectively, classified within SG&A expenses.

ConAgra Mills Operations

On May 29, 2014, the Company, Cargill, Incorporated ("Cargill"), and CHS, Inc. ("CHS") completed the formation of the Ardent Mills joint venture. In connection with the formation, we contributed to Ardent Mills all of the assets of ConAgra Mills, our milling operations. Our equity in the earnings of Ardent Mills is reflected in our continuing operations.

In fiscal 2017, we adjusted a multi-employer pension withdrawal liability related to our former milling operations by $2.0 million ($1.3 million after-tax). This expense was recognized within discontinued operations.

Other Divestitures

During the first quarter of fiscal 2019, we completed the sale of our Del Monte^® processed fruit and vegetable business in Canada, which was included in our International segment, to Bonduelle Group for combined proceeds of $32.2 million. We recognized a gain on the sale of $13.2 million, included within SG&A expenses. The assets of this business have been reclassified as assets held for sale within our Consolidated Balance Sheets for all periods presented prior to the divestiture.

The assets classified as held for sale reflected in our 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 2019, we completed the sale of our Wesson^® oil business for net proceeds of $171.8 million, subject to final working capital adjustments. The business results were previously reported primarily in our Grocery & Snacks segment, and to a lesser extent within the Foodservice and International segments. We recognized a gain on the sale of $33.1 million included within SG&A expenses. The assets of this business have been reclassified as assets held for sale within our Consolidated Balance Sheets for all periods presented prior to the divestiture.

We recognized an impairment charge of $27.6 million within SG&A expenses in fiscal 2017, as a production facility was not initially included in the assets to be sold, and we did not expect to recover the carrying value of this facility through future associated cash flows. This production facility was included in the assets transferred in the final Wesson^® oil business divestiture transaction.

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



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

On May 24, 2019, we completed the sale of our Italian-based frozen pasta business, Gelit, for proceeds net of cash divested of $77.5 million, subject to final working capital adjustments. The business results were previously reported in our Refrigerated & Frozen segment. We recognized a gain on the sale of $23.1 million included within SG&A expenses. The assets and liabilities of this business have been reclassified as assets and liabilities held for sale within our Consolidated Balance Sheets for all periods presented prior to the divestiture.

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



	May 27, 2018
Current assets	$	23.5
Noncurrent assets (including goodwill of $15.1 million)	43.3
Current liabilities	13.9
Noncurrent liabilities	4.4

During the first quarter of fiscal 2017, we completed the sales of our Spicetec Flavors & Seasonings business ("Spicetec") and our JM Swank business, each of which was part of our Commercial segment, for $329.7 million and $159.3 million, respectively, in cash, net of cash included in the dispositions. We recognized pre-tax gains from the sales of $144.8 million and $52.6 million, respectively. We entered into transition services agreements in connection with the sales of these businesses and recognized $0.2 million and $1.9 million of income during fiscal 2018 and fiscal 2017, respectively, classified within SG&A expenses.

From time to time we actively market certain other assets. Balances totaling $8.2 million and $29.4 million at May 26, 2019 and May 27, 2018, respectively, have been reclassified as assets held for sale within our Consolidated Balance Sheets for periods prior to the disposal of these individual asset groups.