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 November 28, 1993
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, INC.
__________________________________________________________________
(Exact name of registrant, as specified in charter)
Delaware 47-0248710
__________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One ConAgra Drive, Omaha, Nebraska 68102-5001
__________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(402) 595-4000
__________________________________________________________________
(Registrant's telephone number, including area code)
NA
__________________________________________________________________
(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
_______ _______
Number of shares outstanding of issuer's common stock, as of
December 26, 1993 was 248,059,975.
PART I - FINANCIAL INFORMATION
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
NOV 28, MAY 30, NOV 29,
1993 1993 1992
__________ __________ __________
ASSETS
Current assets:
Cash and cash equivalents $ 75.3 $ 257.0 $ 146.7
Receivables, less allowance for
doubtful accounts of $58.6, $47.5
and $54.2 2,342.7 1,421.4 1,962.5
Margin deposits and segregated
funds 311.7 190.0 172.7
Inventory:
Hedged commodities 1,127.3 656.5 1,108.6
Other 2,391.9 1,782.7 2,233.1
__________ __________ __________
Total inventory 3,519.2 2,439.2 3,341.7
Prepaid expenses 207.6 179.1 177.4
__________ __________ __________
Total current assets 6,456.5 4,486.7 5,801.0
__________ __________ __________
Other assets:
Investments in affiliates 239.3 306.1 297.7
Sundry investments, deposits
and other noncurrent assets 133.5 137.4 210.1
__________ __________ __________
Total other assets 372.8 443.5 507.8
__________ __________ __________
Property, plant and equipment
at cost, less accumulated
depreciation of $1435.8, $1330.8
and $1201.0 2,492.5 2,388.2 2,278.8
Brands, trademarks and goodwill, at
cost less accumulated amortization 2,652.5 2,670.3 2,704.9
__________ __________ __________
$ 11,974.3 $ 9,988.7 $ 11,292.5
__________ __________ __________
__________ __________ __________
The accompanying notes are an integral part of the consolidated
financial statements.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
NOV 28, MAY 30, NOV 29,
1993 1993 1992
__________ __________ __________
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 2,795.9 $ 570.2 $ 2,185.3
Current installments of
long-term debt 116.4 139.9 131.3
Accounts payable 1,480.7 1,459.6 1,291.5
Advances on sales 274.9 663.5 297.4
Payable to customers, clearing
associations, etc. 373.5 270.9 226.7
Other accrued liabilities 1,252.8 1,168.5 1,190.8
__________ __________ __________
Total current liabilities 6,294.2 4,272.6 5,323.0
__________ __________ __________
Senior long-term debt, excluding
current installments 1,357.9 1,393.2 1,576.4
Other noncurrent liabilities 1,143.3 1,146.5 1,160.7
Subordinated debt 766.0 766.0 730.0
Preferred shares subject to
mandatory redemption 355.9 355.9 355.9
Common stockholders' equity:
Common stock of $5 par value,
authorized 1,200,000,000 shares,
issued 252,447,878, 252,256,807
and 247,306,765 1,262.2 1,261.3 1,236.5
Additional paid-in capital 311.5 267.1 435.2
Retained earnings 1,280.2 1,167.0 1,047.7
Foreign currency translation
adjustment (36.8) (14.6) (7.2)
Less treasury stock, at cost, common
shares 4,686,622, 546,762 and 332,972 (121.3) (12.7) (8.3)
__________ __________ __________
2,695.8 2,668.1 2,703.9
Less unearned restricted stock and
value of 22,725,558, 23,889,777 and
16,730,882 common shares held in EEF (638.8) (613.6) (557.4)
__________ __________ __________
Total common stockholders' equity 2,057.0 2,054.5 2,146.5
__________ __________ __________
$ 11,974.3 $ 9,988.7 $ 11,292.5
__________ __________ __________
__________ __________ __________
The accompanying notes are an integral part of the consolidated
financial statements.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars and shares in millions except per share amounts)
THIRTEEN WEEKS ENDED
NOV 28, NOV 29,
1993 1992
__________ __________
Net sales $ 6,355.1 $ 5,564.4
__________ __________
Costs and expenses:
Cost of goods sold 5,525.8 4,767.8
Selling, administrative and
general expenses 537.2 522.7
Interest expense, net 65.2 72.9
__________ __________
6,128.2 5,363.4
__________ __________
Income before equity in earnings of
affiliates and income taxes 226.9 201.0
Equity in earnings(loss) of affiliates (1.6) 8.2
__________ __________
Income before income taxes 225.3 209.2
Income taxes 91.3 81.6
__________ __________
Net income 134.0 127.6
Less preferred dividends 6.0 6.0
__________ __________
Net income available for common stock $ 128.0 $ 121.6
__________ __________
__________ __________
Earnings per common and common
equivalent share $ 0.56 $ 0.52
__________ __________
__________ __________
Weighted average number of common
and common equivalent shares
outstanding 228.8 235.1
__________ __________
__________ __________
Cash dividends declared per common
share $ 0.180 $ 0.155
__________ __________
__________ __________
The accompanying notes are an integral part of the
consolidated financial statements.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars and shares in millions except per share amounts)
TWENTY-SIX WEEKS ENDED
NOV 28, NOV 29,
1993 1992
__________ __________
Net sales $ 12,042.5 $ 11,080.4
__________ __________
Costs and expenses:
Cost of goods sold 10,555.5 9,622.5
Selling, administrative and
general expenses 1,026.9 1,006.6
Interest expense, net 127.6 142.3
__________ __________
11,710.0 10,771.4
__________ __________
Income before equity in earnings of
affiliates, income taxes and
cumulative effect of change in
accounting principle 332.5 309.0
Equity in earnings of affiliates 3.5 14.2
__________ __________
Income before income taxes and
cumulative effect of change in
accounting principle 336.0 323.2
Income taxes 134.4 125.9
__________ __________
Net income before cumulative effect
of change in accounting principle 201.6 197.3
Cumulative effect of change in
accounting for nonpension
postretirement benefits (net of taxes
of $74.2) - (121.2)
__________ __________
Net income 201.6 76.1
Less preferred dividends 12.0 12.0
__________ __________
Net income available for common stock $ 189.6 $ 64.1
__________ __________
__________ __________
Earnings per common and common
equivalent share:
Before change in accounting principle $ 0.83 $ 0.79
Cumulative effect of change in
accounting for nonpension
postretirement benefits - (0.52)
__________ __________
Net income $ 0.83 $ 0.27
__________ __________
__________ __________
Weighted average number of common
and common equivalent shares
outstanding 229.5 235.2
__________ __________
__________ __________
Cash dividends declared per common
share $ 0.335 $ 0.290
__________ __________
__________ __________
The accompanying notes are an integral part of the
consolidated financial statements.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
TWENTY-SIX WEEKS ENDED
NOV 28, NOV 29,
Decrease in Cash and Cash Equivalents 1993 1992
__________ __________
Cash flows from operating activities:
Net income $ 201.6 $ 76.1
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and other amortization 148.7 135.0
Goodwill amortization 36.6 36.3
Provision for deferred income taxes - (74.3)
Provision for losses on accounts receivable 15.5 14.8
Undistributed earnings of affiliates (3.5) (14.2)
Issuance of common stock in connection with
the management incentive plans 3.0 3.8
Provision for nonpension postretirement benefits 10.0 203.2
Other noncash items, primarily interest 1.7 15.0
Change in assets and liabilities before
effects from business acquisitions:
Accounts receivable (910.1) (546.5)
Inventory (996.8) (920.2)
Prepaid expenses (20.7) (3.1)
Accounts payable and accrued expenses (382.8) (761.1)
Interest and income taxes 35.6 35.2
__________ __________
Net cash flows from operating activities (1,861.2) (1,800.0)
__________ __________
Cash flows from investing activities:
Sale of property, plant and equipment 15.0 3.6
Additions to property, plant and equipment (155.9) (133.4)
(Increase)decrease in investment in affiliates 0.3 (25.6)
Decrease in notes receivable-Monfort Finance
Company 9.5 18.4
Other items (2.9) (19.5)
__________ __________
Net cash flows from investing activities (134.0) (156.5)
__________ __________
Cash flows from financing activities:
Net short term borrowings 2,223.1 1,829.3
Proceeds from issuance of long-term debt - 310.5
Decrease in accounts receivable sold (100.0) (85.0)
Proceeds from exercise of employee stock
options 4.4 8.9
Cash dividends paid (82.7) (74.6)
Repayment of long-term debt (120.4) (89.8)
Treasury stock purchases (105.4) (1.8)
ConAgra Employee Equity Fund stock transactions 8.9 (127.6)
Other items, primarily reduction of other
noncurrent liabilities (14.4) (21.5)
__________ __________
Net cash flows from financing activities 1,813.5 1,748.4
__________ __________
Net decrease in cash & cash equivalents (181.7) (208.1)
Cash and cash equivalents at beginning of year 257.0 354.8
__________ __________
Cash and cash equivalents at end of period $ 75.3 $ 146.7
__________ __________
__________ __________
The accompanying notes are an integral part of the
consolidated financial statements.
CONAGRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOVEMBER 28, 1993
(1) The information furnished herein relating to interim
periods has not been examined by independent Certified
Public Accountants. In the opinion of management, all
adjustments necessary for a fair statement of the
results for the periods covered have been included.
All such adjustments are of a normal recurring nature.
The accounting policies followed by the Company, and
additional footnotes, are set forth in the financial
statements included in the Company's 1993 annual
report, which report was incorporated by reference in
Form 10-K for the fiscal year ended May 30, 1993.
(2) The composition of inventories is as follows (in
millions):
NOV 28, MAY 30, NOV 29,
1993 1993 1992
________ ________ ________
Hedged commodities $ 1,127.3 $ 656.5 $ 1,108.6
Food products and livestock 1,301.3 1,120.2 1,307.6
Agricultural chemicals,
fertilizer and feed 399.2 146.1 347.5
Retail merchandise 170.7 170.1 156.1
Other, principally
ingredients and supplies 520.7 346.3 421.9
________ ________ ________
$ 3,519.2 $ 2,439.2 $ 3,341.7
________ ________ ________
________ ________ ________
(3) At November 28, 1993 the Company had equity interests in
Saprogal (100%), Sapropor (92%) and Trident Seafoods
Corporation (50%). During the second quarter of fiscal
1994, ConAgra increased its equity interest in Australia
Meat Holdings Pty. Ltd. (AMH) from 50 percent to
approximately 90 percent. The purchase price of this
additional interest was approximately $60 million.
Because the transaction was effective as of the
beginning of fiscal 1994, fiscal 1994's second quarter
results include AMH's first half results on a
consolidated basis and a reversal of AMH's first quarter
contribution to equity in earnings of affiliates. (The
reversal accounts for the substantial drop in fiscal
1994 second half and first half equity in earnings of
affiliates.)
The summary financial information of these companies and
certain other individually insignificant businesses, at
and for each of the periods presented, is set forth
below and includes amounts since date of acquisition of
each respective equity interest:
NOV 28, MAY 30, NOV 29,
1993 1993 1992
________ ________ ________
Current assets $ 521.7 $ 619.9 $ 728.2
Noncurrent assets 468.7 612.8 574.4
________ ________ ________
Total assets 990.4 1,232.7 1,302.6
________ ________ ________
Current liabilities 407.5 454.6 572.8
Noncurrent liabilities 198.7 281.6 267.8
________ ________ ________
Total liabilities 606.2 736.2 840.6
________ ________ ________
Net assets $ 384.2 $ 496.5 $ 462.0
________ ________ ________
________ ________ ________
ConAgra's investment $ 239.3 $ 306.1 $ 297.7
________ ________ ________
________ ________ ________
THIRTEEN TWENTY-SIX
WEEKS ENDED WEEKS ENDED
NOV 28, NOV 29, NOV 28, NOV 29,
1993 1992 1993 1992
________ ________ ________ ________
Net sales $ 136.8 $ 723.0 $ 857.0 $ 1,470.4
Net income (7.5) 13.7 2.0 22.9
ConAgra's equity
in earnings (1.6) 8.2 3.5 14.2
(4) Following is a condensed statement of common stockholders'
equity (in millions):
<TABLE>
<captions>
Unearned
Add'l Foreign Restricted
Common Paid-In Retained Curr Treasury & EEF
Stock Capital Earnings Trns Adj Stock Stock Total
_________ _________ _________ _________ _________ _________ _________
<S> <C> <C> <C> <C> <C> <C> <C>
Balance 5/30/93 $ 1,261.3 $ 267.1 $ 1,167.0 $ (14.6)$ (12.7)$ (613.6) $ 2,054.5
Shares issued in
connection with
employee stock
option and
incentive plans 0.7 (7.6) (3.2) 17.5 7.4
Shares issued in
connection with
acquisitions 0.2 0.4 0.6
Treasury stock
purchases (105.4) (105.4)
Other share
activity
associated with
Employee Equity
Fund 51.6 (42.7) 8.9
Foreign currency
translation
adjustment (22.2) (22.2)
Cash dividends
declared (88.4) (88.4)
Net income 201.6 201.6
_________ _________ _________ _________ _________ _________ _________
Balance 11/28/93 $ 1,262.2 $ 311.5 $ 1,280.2 $ (36.8)$ (121.3)$ (638.8) $ 2,057.0
_________ _________ _________ _________ _________ _________ _________
_________ _________ _________ _________ _________ _________ _________
</TABLE>
[TEXT]
(5) With respect to operations of the Company excluding
the transaction discussed below, there was no
litigation at November 28, 1993 which, in the opinion
of management, would have a material adverse effect on
the financial position of the Company.
On August 14, 1990, ConAgra acquired Beatrice Company.
The Beatrice businesses and its former subsidiaries (the
"Subsidiaries") are engaged in various litigation
proceedings incident to their respective businesses and
in various environmental and other matters. Beatrice
and various of its Subsidiaries have agreed to indemnify
divested businesses or the purchasers thereof for
various legal proceedings and tax matters. The federal
income tax returns of Beatrice and its predecessors for
the fiscal years ended 1985 through 1987 have been
audited by the Internal Revenue Service and a report has
been issued. The findings contained in the examining
agent's report have been timely protested and
negotiations with the Appellate Division of the Internal
Revenue Service are underway in an attempt to resolve
disputed items. Disputed items being negotiated with
the Appellate Division of the Internal Revenue Service
include proposed deficiencies relating to previously
filed carryback claims to fiscal years ended prior to
1985 (principally fiscal years ended 1982 through 1984).
Additionally, the federal income tax returns of Norton
Simon, Inc. ("NSI"), have been audited by the Internal
Revenue Service for the fiscal years ended 1982 and 1983
and a report has been issued. The findings contained in
the examining agent's report have been timely protested
and negotiations with the Appellate Division of the
Internal Revenue Service are underway in an attempt to
resolve disputed items. Various state tax authorities
are also examining tax returns of Beatrice and its
predecessors for prior taxable years, including, in the
case of one state, years back to fiscal 1978. It is
expected that additional claims will be asserted for
additional taxes. It is not possible at this time to
determine the ultimate liabilities that may arise from
these matters which at any given point in time will be
at various stages of administrative and legal
proceedings and will aggregate hundreds of millions of
dollars. Substantial reserves for these matters have
been established and are reflected as liabilities on the
Subsidiaries' balance sheets. The liabilities include
accrued interest on the tax claims. After taking into
account liabilities that have been recorded and payments
made, management is of the opinion that the ultimate
disposition of the above matters will not have a
material adverse effect on ConAgra's financial
condition, results of operations or liquidity.
(6) Earnings per common and common equivalent share are
calculated on the basis of the weighted average
outstanding common shares and, when applicable, those
outstanding options which are dilutive and after giving
effect to the preferred stock dividend requirements.
Fully diluted earnings per share did not differ
significantly from primary earnings per share in any
period presented.
(7) On December 3, 1993, the board of directors of the
Company declared a quarterly common stock cash dividend
of 18 cents per share payable March 1, 1994 to
stockholders of record February 4, 1994.
(8) In the fourth quarter of 1993, the Company adopted,
effective June 1, 1992, the provisions of Statement of
Financial Accounting Standards No. 106, "Employers'
Accounting for Postretirement Benefits Other Than
Pensions." Provisions of the statement, and its effect
on the Company, are set forth in the accounting
policies and additional footnotes 16 and 19 in the
financial statements included in the Company's 1993
annual report, which report was incorporated by
reference in Form 10-K for the fiscal year ended May
30, 1993. Fiscal 1993 quarterly results have been
restated to reflect this effect.
CONAGRA, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of
certain significant factors which have affected the
Company's financial condition and operating results for
the periods included in the accompanying consolidated
condensed financial statements. Results for the fiscal
1994 second quarter and first half are not necessarily
indicative of results which may be attained in the future.
FINANCIAL CONDITION
During the first half of fiscal 1994, the Company's
capital investment (working capital plus noncurrent
assets) decreased $36.0 million. Working capital decreased
$51.8 million and noncurrent assets increased $15.8 million.
The decrease in working capital resulted from an increase
in notes payable and was primarily due to the
purchase of property, plant and equipment, treasury
stock and the additional interest in AMH (see Note 3).
The Company's objective is that senior long-term debt
normally will not exceed 30 percent of total long-term
debt plus equity. At November 28, 1993, senior long-term
debt was 30 percent of total long-term debt plus equity
compared to 30 percent at May 30, 1993 and 33 percent at
November 29, 1992.
OPERATING RESULTS
A summary of the period to period increases(decreases) in
the principal components of operations is shown below
(dollars in millions, except per share amounts).
COMPARISON OF THE PERIODS ENDED
NOV. 28, 1993 & NOV. 29, 1992
THIRTEEN WEEKS TWENTY-SIX WEEKS
DOLLARS % DOLLARS %
________________________________
Net sales 790.7 14.2 962.1 8.7
Cost of goods sold 758.0 15.9 933.0 9.7
Gross profit 32.7 4.1 29.1 2.0
Selling, administrative
and general expense 14.5 2.8 20.3 2.0
Interest expense, net (7.7) (10.6) (14.7) (10.3)
Income before equity in
earnings of affiliates and
income taxes 25.9 12.9 23.5 7.6
Equity in earnings of
affiliates (See Note 3) (9.8) NM (10.7) (75.4)
Income before income taxes
and cumulative effect of
change in accounting
principle 16.1 7.7 12.8 4.0
Income taxes 9.7 11.9 8.5 6.8
Net income before
cumulative effect of change
in accounting principle 6.4 5.0 4.3 2.2
Earnings per common and common
equivalent share before
change in accounting
principle 0.04 7.7 0.04 5.1
The acquisition of the additional equity interest in AMH
during the second quarter of fiscal 1994 (see Note 3), and
the resulting consolidation of previously unconsolidated
accounts, was the primary source of increased sales and
expenses during the Company's second quarter and first
half. Also contributing to sales and expenses during
the second quarter and first half were increases in the
crop protection chemical and red meat businesses, and the
acquisition, after last year's first quarter, of National
Foods.
In the Company's largest industry segment, Prepared Foods,
operating profit increased in fiscal 1994's second quarter
and first half.
Poultry products operating profit increased in the second
quarter and first half as better margins and earnings in
chicken products overshadowed a downturn in turkey
products earnings. The Australian and U.S. beef
processing businesses paced a second quarter gain in fresh
red meat earnings; first half earnings were down due to
lower first quarter margins in the U.S. beef business.
Hunt-Wesson's operating profit was up in the second
quarter and down in the first half. The diversified
products businesses enjoyed second quarter and first half
earnings gains, led by profit growth in the Lamb-Weston
potato processing business and Golden Valley microwave
foods business.
In the consumer frozen foods business, second quarter
operating profit was down versus last year but first half
earnings were up. Branded packaged meats earnings were
down in the second quarter and flat in the first half.
In the Company's Trading and Processing industry segment,
operating profit was up in the second quarter and down in
the first half. Earnings were up in both periods in the
grain processing and edible bean businesses and down in
the grain merchandising and wool businesses.
In the Company's Agri-Products segment, operating profit
decreased in the second quarter and first half. Earnings
in the crop protection chemical and fertilizer businesses
were up in the second quarter and down in the first half.
Specialty retailing earnings decreased in both periods.
Operating profit is based on net sales less all
identifiable operating expenses and includes the related
equity in earnings of companies included on the basis of
the equity method of accounting. General corporate
expense, interest expense (except financial businesses)
and income taxes are excluded from segment operations.
For financial businesses, operating profit includes the
effect of interest, which is a large element of their
operating costs.
The Company increased its interest in AMH (see Note 3)
from 50 percent to approximately 90 percent at the end of
fiscal 1994's second quarter. Because the transaction was
effective as of the beginning of the fiscal year, fiscal
1994 second quarter results include AMH's first half
results on a consolidated basis and a reversal of AMH's
first quarter contribution to equity in earnings of
affiliates.
The reversal accounts for the substantial drop in fiscal
1994 second quarter and first half equity in earnings of
affiliates. Lower equity in earnings of affiliates was
the major reason why the Company's effective income tax
rate increased about one perentage point to 40 percent in
fiscal 1994's first half versus 39 percent in last year's
first half.
Weighted average shares outstanding decreased in fiscal
1994's second quarter and first half as a consequence of
share repurchase programs last year and this year.
In the fourth quarter of 1993, the Company adopted the
provisions of Statement of Financial Accounting Standards
No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions." As provided therein,
financial statements for the first half and second quarter
of fiscal 1993 have been restated to reflect adoption,
effective June 1, 1992. Provisions of the statement, and
its effect on the Company, are set forth in the accounting
policies and additional footnotes 16 and 19 in the
financial statements included in the Company's 1993 annual
report, which report was incorporated by reference in Form
10-K for the fiscal year ended May 30, 1993.
CONAGRA, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
ConAgra's annual meeting of stockholders was held on
September 23, 1993. The stockholders elected four directors to
serve three-year terms and also ratified the appointment of
Deloitte & Touche to examine ConAgra's financial statements for
the fiscal year ending May 29, 1994. Voting on these items was
as following:
1. ELECTION OF DIRECTORS.
FOR WITHHELD
Ronald W. Roskens 213,515,418 2,765,816
Frederick B. Wells 214,344,740 1,936,494
Thomas R. Williams 214,624,279 1,656,955
Clayton K. Yeutter 214,105,645 2,175,589
2. RATIFICATION OF ACCOUNTANTS
FOR: 213,656,816
AGAINST: 1,008,828
ABSTAIN: 1,615,589
BROKER/NON-VOTES: 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS.
A - Statement regarding computation on ratio
of earnings to fixed charges, and ratio
of earnings to combined fixed charges
and preferred dividends.
(B) REPORTS ON FORM 8-K.
ConAgra did not file any reports on Form 8-K
during the fiscal quarter ended November 28, 1993.
CONAGRA, INC.
STEPHEN L. KEY
By:________________________
Stephen L. Key
Executive Vice President and
Chief Financial Officer
DWIGHT J. GOSLEE
By:________________________
Dwight J. Goslee
Vice President, Controller
Dated this 11th day of January, 1994.
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
A Statement regarding computation
of ratio of earnings to fixed
charges, and ratio of earnings
to combined fixed charges and
preferred dividends..........................
EXHIBIT A
CONAGRA, INC. AND SUBSIDIARIES
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED
CHARGES AND OF EARNINGS TO COMBINED FIXED
CHARGES & PREFERRED STOCK DIVIDENDS
($ IN MILLIONS)
Six
Months Ended
November 28,
1993
____________
Fixed charges:
Interest expense $ 139.7
Capitalized interest 0.7
Interest in cost of goods sold 6.3
One third of non-cancellable lease rent 22.0
------------
Total fixed charges (A) 168.7
Add preferred stock dividends of the company 19.4
------------
Total fixed charges and preferred stock
dividends (B) $ 188.1
============
Earnings:
Pretax income $ 336.0
Adjustment for unconsolidated subidiaries 1.4
------------
Pretax income of the Company as a whole 337.4
Add fixed charges 168.7
Less capitalized interest (0.7)
------------
Earnings and fixed charges (C) $ 505.4
============
Ratio of earnings to fixed charges (C/A) 3.0
Ratio of earnings to combined fixed charges
and preferred stock dividends (C/B) 2.7
For the purpose of computing the above ratio of earnings to
fixed charges, earnings consist of income before taxes and fixed
charges. Fixed charges, for the purpose of computing earnings
are adjusted to exclude interest capitalized and that component
of fixed charges representing ConAgra's proportionate share of
the preferred stock dividend requirement of a 50% owned
subsidiary. Fixed charges include interest on both long and
short term debt (whether said interest is expensed or
capitalized and including interest charged to cost of goods
sold), a portion of noncancellable rental expense representative
of the interest factor and ConAgra's proportionate share of the
preferred stock dividend requirement of a 50% owned subsidiary,
excluding that which would be eliminated in consolidation. The
ratio is computed using the amounts for ConAgra as a whole,
including its majority-owned subsidiaries, whether or not
consolidated, and its proportionate share of any 50% owned
subsidiaries, whether or not ConAgra guarantees obligations of
these subsidiaries.
Excluding short term interest and unguaranteed fixed charges of
subsidiaries, the ratio of earnings to fixed charges would have
been 3.6 for the six months ended November 28, 1993.
For purposes of calculating the above ratio of earnings to
combined fixed charges and preferred dividends, preferred stock
dividend requirements (computed by increasing preferred stock
dividends to an amount representing the pre-tax earnings which
would be required to cover such dividend requirements) are
combined with fixed charges as described above, and the total is
divided into earnings as described above.
