Note 3 - Restructuring Activities

3 Months Ended

Aug. 28, 2022

Notes to Financial Statements

Restructuring and Related Activities Disclosure [Text Block]

3. RESTRUCTURING ACTIVITIES

Conagra Restructuring Plan

In fiscal 2019, senior management initiated a restructuring plan for costs incurred in connection with actions taken to improve SG&A expense effectiveness and efficiencies and to optimize our supply chain network (the "Conagra Restructuring Plan"). Although we remain unable to make good faith estimates relating to the entire Conagra Restructuring Plan, we are reporting on actions initiated through the end of the first quarter of fiscal 2023, 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 28, 2022, we have approved the incurrence of $180.6 million ($53.8 million of cash charges and $126.8 million of non-cash charges) for several projects associated with the Conagra Restructuring Plan. As of August 28, 2022, we have incurred or expect to incur $148.7 million of charges ($46.8 million of cash charges and $101.9 million of non-cash charges) for actions identified to date under the Conagra Restructuring Plan. In the first quarter of fiscal 2023 and 2022, we recognized charges of $4.1 million and $8.5 million, respectively, in connection with the Conagra Restructuring Plan. We expect to incur costs related to the Conagra Restructuring Plan over a multi-year period.

We anticipate that we will recognize the following pre-tax expenses in association with the Conagra Restructuring Plan (amounts include charges recognized from plan inception through the first quarter of fiscal 2023):

	Grocery & Snacks		Refrigerated & Frozen		International		Foodservice		Corporate		Total
Accelerated depreciation	$	33.2	$	39.6	$	—	$	—	$	—	$	72.8
Other cost of goods sold		8.7		2.5		—		—		—		11.2
Total cost of goods sold		41.9		42.1		—		—		—		84.0
Severance and related costs		11.7		1.2		1.3		0.3		4.7		19.2
Asset impairment (net of gains on disposal)		21.9		0.8		0.1		—		—		22.8
Contract/lease termination		0.5		—		—		—		0.1		0.6
Consulting/professional fees		—		—		—		—		5.6		5.6
Other selling, general and administrative expenses		12.8		2.6		—		—		0.5		15.9
Total selling, general and administrative expenses		46.9		4.6		1.4		0.3		10.9		64.1
Total	$	88.8	$	46.7	$	1.4	$	0.3	$	10.9	$	148.1
Pension and postretirement non-service income												0.6
Consolidated total											$	148.7

During the first quarter of fiscal 2023, we recognized the following pre-tax expenses for the Conagra Restructuring Plan:

	Grocery & Snacks		Refrigerated & Frozen		Corporate		Total
Other cost of goods sold	$	—	$	0.2	$	—	$	0.2
Total cost of goods sold		—		0.2		—		0.2
Severance and related costs		0.1		0.1		—		0.2
Contract/lease termination		0.1		—		—		0.1
Consulting/professional fees		—		—		3.0		3.0
Other selling, general and administrative expenses		0.1		0.4		0.1		0.6
Total selling, general and administrative expenses		0.3		0.5		3.1		3.9
Total	$	0.3	$	0.7	$	3.1	$	4.1

Included in the above results are $4.2 million of charges that have resulted or will result in cash outflows and a non-cash net benefit of $0.1 million.

We recognized the following cumulative (plan inception to August 28, 2022) pre-tax expenses for the Conagra Restructuring Plan in our Condensed Consolidated Statement of Operations:

	Grocery & Snacks		Refrigerated & Frozen		International		Foodservice		Corporate		Total
Accelerated depreciation	$	33.2	$	39.6	$	—	$	—	$	—	$	72.8
Other cost of goods sold		8.7		2.5		—		—		—		11.2
Total cost of goods sold		41.9		42.1		—		—		—		84.0
Severance and related costs		11.7		1.3		1.3		0.3		4.4		19.0
Asset impairment (net of gains on disposal)		21.9		0.8		0.1		—		—		22.8
Contract/lease termination		0.5		—		—		—		0.1		0.6
Consulting/professional fees		—		—		—		—		4.7		4.7
Other selling, general and administrative expenses		12.7		1.5		—		—		0.4		14.6
Total selling, general and administrative expenses		46.8		3.6		1.4		0.3		9.6		61.7
Total	$	88.7	$	45.7	$	1.4	$	0.3	$	9.6	$	145.7
Pension and postretirement non-service income												0.6
Consolidated total											$	146.3

Included in the above results are $44.3 million of charges that have resulted or will result in cash outflows and $102.0 million in non-cash charges.

Liabilities recorded for the Conagra Restructuring Plan and changes therein for the first quarter of fiscal 2023 were as follows:

	Balance at May 29, 2022		Costs Incurred and Charged to Expense		Costs Paid or Otherwise Settled			Changes in Estimates		Balance at August 28, 2022
Severance and related costs	$	3.2	$	0.2	$	(0.7	)	$	—	$	2.7
Contract/lease termination		—		0.1		(0.1	)		—		—
Consulting/professional fees		1.7		3.0		(1.7	)		—		3.0
Other costs		0.2		0.9		(1.1	)		—		—
Total	$	5.1	$	4.2	$	(3.6	)	$	—	$	5.7

Pinnacle Integration Restructuring Plan

As of  August 28, 2022, we have substantially completed our restructuring activities related to our Pinnacle Integration Restructuring Plan. In the first quarter of fiscal 2023 and 2022, we recognized charges of $0.8 million and $7.3 million, respectively, in connection with this plan.

We have recognized $294.1 million in pre-tax expenses ($12.7 million in cost of goods sold and $281.4 million in SG&A expenses) from the inception of this plan through  August 28, 2022, related to our continuing operations. Included in these results were $266.1 million of cash charges and $28.0 million of non-cash charges. Our total pre-tax expenses for the Pinnacle Integration Restructuring Plan related to our continuing operations are expected to be $346.4 million ($284.2 million of cash charges and $62.2 million of non-cash charges). The remaining charges relate primarily to certain leased facilities that are not expected to be used in their current capacity through the contractual lease term.