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 27, 1994
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 25, 1994 was 247,976,523.
PART I - FINANCIAL INFORMATION
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
NOV 27, MAY 29, NOV 28,
1994 1994 1993
__________ __________ __________
ASSETS
Current assets:
Cash and cash equivalents $ 59.4 $ 166.4 $ 75.3
Receivables, less allowance for
doubtful accounts of $69.5, $55.9
and $58.6 2,410.8 1,589.6 2,342.7
Margin deposits and segregated
funds 293.6 286.0 311.7
Inventory:
Hedged commodities 1,035.2 723.4 1,127.3
Other 2,579.6 2,161.0 2,391.9
__________ __________ __________
Total inventory 3,614.8 2,884.4 3,519.2
Prepaid expenses 238.4 216.9 207.6
__________ __________ __________
Total current assets 6,617.0 5,143.3 6,456.5
__________ __________ __________
Other assets:
Investments in affiliates 286.6 235.9 239.3
Sundry investments, deposits
and other noncurrent assets 142.6 129.9 133.5
__________ __________ __________
Total other assets 429.2 365.8 372.8
__________ __________ __________
Property, plant and equipment
at cost, less accumulated
depreciation of $1687.9, $1564.1
and $1435.8 2,719.0 2,586.3 2,492.5
Brands, trademarks and goodwill, at
cost less accumulated amortization 2,750.4 2,626.4 2,652.5
__________ __________ __________
$ 12,515.6 $ 10,721.8 $ 11,974.3
__________ __________ __________
__________ __________ __________
The accompanying notes are an integral part of the consolidated
financial statements.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
NOV 27, MAY 29, NOV 28,
1994 1994 1993
__________ __________ __________
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 2,681.9 $ 419.0 $ 2,795.9
Current installments of
long-term debt 61.0 120.7 116.4
Accounts payable 1,516.4 1,610.5 1,480.7
Advances on sales 177.2 914.9 274.9
Payable to customers, clearing
associations, etc. 330.6 326.5 373.5
Other accrued liabilities 1,479.9 1,361.2 1,252.8
__________ __________ __________
Total current liabilities 6,247.0 4,752.8 6,294.2
__________ __________ __________
Senior long-term debt, excluding
current installments 1,417.5 1,440.8 1,357.9
Other noncurrent liabilities 1,057.6 1,079.7 1,143.3
Subordinated debt 766.0 766.0 766.0
Preferred securities of subsidiary
company 275.0 100.0 -
Preferred shares subject to
mandatory redemption 355.6 355.6 355.9
Common stockholders' equity:
Common stock of $5 par value,
authorized 1,200,000,000 shares,
issued 252,828,935, 252,726,783
and 252,447,878 1,264.1 1,263.6 1,262.2
Additional paid-in capital 402.1 338.0 311.5
Retained earnings 1,549.8 1,422.7 1,280.2
Foreign currency translation
adjustment (16.9) (33.1) (36.8)
Less treasury stock, at cost, common
shares 4,727,587, 4,531,676
and 4,686,622 (122.3) (117.2) (121.3)
__________ __________ __________
3,076.8 2,874.0 2,695.8
Less unearned restricted stock and
value of 21,029,155, 22,286,481 and
22,725,558 common shares held in EEF (679.9) (647.1) (638.8)
__________ __________ __________
Total common stockholders' equity 2,396.9 2,226.9 2,057.0
__________ __________ __________
$ 12,515.6 $ 10,721.8 $ 11,974.3
__________ __________ __________
__________ __________ __________
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 27, NOV 28,
1994 1993
__________ __________
Net sales $ 6,288.6 $ 6,355.1
__________ __________
Costs and expenses:
Cost of goods sold 5,392.3 5,525.8
Selling, administrative and
general expenses 575.2 537.2
Interest expense, net 74.1 65.2
__________ __________
6,041.6 6,128.2
__________ __________
Income before equity in earnings of
affiliates and income taxes 247.0 226.9
Equity in earnings(loss) of affiliates 2.8 (1.6)
__________ __________
Income before income taxes 249.8 225.3
Income taxes 99.9 91.3
__________ __________
Net income 149.9 134.0
Less preferred dividends 6.0 6.0
__________ __________
Net income available for common stock $ 143.9 $ 128.0
__________ __________
__________ __________
Earnings per common and common
equivalent share $ 0.63 $ 0.56
__________ __________
__________ __________
Weighted average number of common
and common equivalent shares
outstanding 229.3 228.8
__________ __________
__________ __________
Cash dividends declared per common
share $ 0.208 $ 0.180
__________ __________
__________ __________
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 27, NOV 28,
1994 1993
__________ __________
Net sales $ 12,534.5 $ 12,042.5
__________ __________
Costs and expenses:
Cost of goods sold 10,899.1 10,555.5
Selling, administrative and
general expenses 1,120.3 1,026.9
Interest expense, net 142.8 127.6
__________ __________
12,162.2 11,710.0
__________ __________
Income before equity in earnings of
affiliates and income taxes 372.3 332.5
Equity in earnings of affiliates 5.5 3.5
__________ __________
Income before income taxes 377.8 336.0
Income taxes 151.1 134.4
__________ __________
Net income 226.7 201.6
Less preferred dividends 12.0 12.0
__________ __________
Net income available for common stock $ 214.7 $ 189.6
__________ __________
__________ __________
Earnings per common and common
equivalent share $ 0.94 $ 0.83
__________ __________
__________ __________
Weighted average number of common
and common equivalent shares
outstanding 228.9 229.5
__________ __________
__________ __________
Cash dividends declared per common
share $ 0.388 $ 0.335
__________ __________
__________ __________
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 27, NOV 28,
Decrease in Cash and Cash Equivalents 1994 1993
__________ __________
Cash flows from operating activities:
Net income $ 226.7 $ 201.6
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and other amortization 153.0 148.7
Goodwill amortization 34.6 36.6
Provision for losses on accounts receivable 19.0 15.5
Undistributed earnings of affiliates (5.5) (3.5)
Issuance of common stock in connection with
management incentive plans 7.3 3.0
Other noncash items, primarily interest 0.7 1.7
Change in assets and liabilities before
effects from business acquisitions:
Accounts receivable (772.2) (910.1)
Inventory (683.2) (996.8)
Prepaid expenses (13.1) (20.7)
Accounts payable and other liabilities (773.6) (382.8)
Accrued Interest and income taxes 29.4 35.6
__________ __________
Net cash flows from operating activities (1,776.9) (1,871.2)
__________ __________
Cash flows from investing activities:
Sale of property, plant and equipment 5.6 15.0
Additions to property, plant and equipment (175.1) (155.9)
(Increase)decrease in investment in affiliates (31.7) 0.3
Payment for business acquisitions (322.3) -
Decrease in notes receivable-Monfort Finance
Company 54.9 9.5
Other items (10.3) (2.9)
__________ __________
Net cash flows from investing activities (478.9) (134.0)
__________ __________
Cash flows from financing activities:
Net short term borrowings 2,262.9 2,223.1
Decrease in accounts receivable sold (100.0) (100.0)
Proceeds from exercise of employee stock
options 10.0 4.4
Cash dividends paid (97.2) (82.7)
Repayment of long-term debt (84.2) (120.4)
Treasury stock purchases - (105.4)
Issuance of preferred securities of
a subsidiary company 175.0 -
Employee Equity Fund stock transactions 9.0 8.9
Other items, primarily reduction of other
noncurrent liabilities (26.7) (4.4)
__________ __________
Net cash flows from financing activities 2,148.8 1,823.5
__________ __________
Net decrease in cash & cash equivalents (107.0) (181.7)
Cash and cash equivalents at beginning of year 166.4 257.0
__________ __________
Cash and cash equivalents at end of period $ 59.4 $ 75.3
__________ __________
__________ __________
The accompanying notes are an integral part of the
consolidated financial statements.
CONAGRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOVEMBER 27, 1994
(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 1994 annual
report, which report was incorporated by reference in
Form 10-K for the fiscal year ended May 29, 1994.
(2) The composition of inventories is as follows (in
millions):
NOV 27, MAY 29, NOV 28,
1994 1994 1993
_________ _________ _________
Hedged commodities $ 1,035.2 $ 723.4 $ 1,127.3
Food products and livestock 1,333.9 1,260.7 1,301.3
Agricultural chemicals,
fertilizer and feed 422.8 322.6 399.2
Retail merchandise 188.7 176.0 170.7
Other, principally
ingredients and supplies 634.2 401.7 520.7
_________ _________ _________
$ 3,614.8 $ 2,884.4 $ 3,519.2
_________ _________ _________
_________ _________ _________
(3) On August 1, 1994, the Company purchased the frozen
foods business of Universal Foods Corporation for
approximately $163 million in cash plus contingent
consideration which has now been determined to be
$39 million. Universal Foods Frozen Foods Division,
known in the marketplace as Universal Frozen Foods,
produces frozen potato products for U.S. and
international markets. Headquartered in Boise,
Idaho, the division operates processing facilities
in Idaho, Oregon and Washington, employing about
2,000 people. Division sales in the September 1993
fiscal year were $268 million.
On September 16, 1994, the Company acquired MC Retail
Foods for approximately $159 million in cash. MC Retail
Foods is a marketer of premium quality frozen foods
distributed to retail supermarkets under the Marie
Callender's brand name. MC Retail Foods sells a wide
variety of frozen prepared meals, pot pies and fruit
cobblers. MC Retail Foods annual sales in 1993 were
$103 million.
(4) At November 27, 1994, the Company had equity interests
in Saprogal (100%), Sapropor (99%) and Trident Seafoods
Corporation (50%). Prior to the second quarter of
fiscal 1994, the Company's 50% interest in Australia
Meat Holdings Pty. Ltd. (AMH), an Australian beef
processor, was stated at equity. During the second
quarter of fiscal 1994, the ownership interest in AMH
was increased to approximately 91% and the accounts of
AMH have been consolidated.
(5) 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 5/29/94 $ 1,263.6 $ 338.0 $ 1,422.7 $ (33.1)$ (117.2)$ (647.1) $ 2,226.9
Shares issued in
connection with
employee stock
option and
incentive plans 0.4 (6.1) (5.1) 28.1 17.3
Shares issued in
connection with
acquisitions 0.1 0.3 0.4
Other share
activity
associated with
Employee Equity
Fund 69.9 (60.9) 9.0
Foreign currency
translation
adjustment 16.2 16.2
Cash dividends
declared (99.6) (99.6)
Net income 226.7 226.7
_________ _________ _________ _________ _________ _________ _________
Balance 11/27/94 $ 1,264.1 $ 402.1 $ 1,549.8 $ (16.9)$ (122.3)$ (679.9) $ 2,396.9
_________ _________ _________ _________ _________ _________ _________
_________ _________ _________ _________ _________ _________ _________
</TABLE>
(6) With respect to operations of the Company excluding
the transaction discussed below, there was no
litigation at November 27, 1994 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
("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 Beatrice
and its consolidated Subsidiaries for the fiscal years
ended 1988 and 1989, have been audited by the Internal
Revenue Service and a report has been issued.
Management has timely protested the unagreed findings of
the examining agent's report and intends to negotiate
disputed items with the Appellate Division of the
Internal Revenue Service. 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 disposition
of the above matters will not have a material adverse
effect on ConAgra's financial condition, results of
operations or liquidity.
(7) 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.
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 1995 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 1995, the Company's capital
investment (working capital plus noncurrent assets)
increased $299.6 million. Working capital decreased
$20.5 million and noncurrent assets increased $320.1 million.
The increase in noncurrent assets is primarily due to the
acquisitions of Universal Frozen Foods and MC Retail
Foods (See Note 3). Other purchases of property, plant and
equipment were funded by cash flow from operations and
borrowings of the proceeds of the issuance of preferred
securities of a subsidiary company.
Versus the same period last year, property, plant and
equipment and brands, trademarks and goodwill increased
$324.4 million, mainly as the result of acquisitions. This
was funded by a combination of operating cash flow and
borrowings of the proceeds of the issuance of preferred
securities of a subsidiary company.
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 27, 1994, senior long-term
debt was 27 percent of total long-term debt plus equity
compared to 30 percent at May 29, 1994 and 30 percent at
November 28, 1993.
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. 27, 1994 & NOV. 28, 1993
THIRTEEN WEEKS TWENTY-SIX WEEKS
DOLLARS % DOLLARS %
________________________________
Net sales (66.5) (1.0) 492.0 4.1
Cost of goods sold (133.5) (2.4) 343.6 3.3
Gross profit 67.0 8.1 148.4 10.0
Selling, administrative
and general expense 38.0 7.1 93.4 9.1
Interest expense, net 8.9 13.7 15.2 11.9
Income before equity in
earnings of affiliates and
income taxes 20.1 8.9 39.8 12.0
Equity in earnings of
affiliates (See Note 4) 4.4 NM* 2.0 57.1
Income before income taxes 24.5 10.9 41.8 12.4
Income taxes 8.6 9.4 16.7 12.4
Net income 15.9 11.9 25.1 12.5
Earnings per common and common
equivalent share 0.07 12.5 0.11 13.3
*Not Measurable
The decrease in ConAgra's fiscal 1995 second quarter net
sales was mainly due to the adjustment in fiscal 1994 for
ConAgra's increased investment in Australia Meat Holdings
(AMH). ConAgra increased its interest in AMH from 50
percent to 91 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 sales versus only second
quarter sales in fiscal 1995's second quarter results.
First half results are on the same basis for the two years.
Lower raw materials costs passed through as lower selling
prices in U.S. Meat Products operations also constrained
sales dollars growth in fiscal 1995's second quarter and
first half.
In the Company's largest industry segment, Prepared Foods,
the Meat, Grocery and Diversified Products businesses
contributed to an operating profit gain in fiscal 1995's
second quarter and first half.
In Meat Products, operating improvements and industry
conditions supported better margins in U.S. fresh beef
and pork products during this year's second quarter
and first half. Beef earnings were down in Australia
due to unfavorable industry conditions. In branded
packaged meats, Armour Swift-Eckrich's unit volumes were
up and earnings increased, but earnings declined in two
specialty products businesses. Earnings moved up in the
cheese products business.
In Grocery Products, the consumer frozen foods business
reported unit volume growth and an operating profit gain
in the second quarter and first half. Acquiring the Marie
Callender's business in the second quarter added a line
of premium branded frozen foods with annual sales over
$100 million. Unit volume growth also contributed to
Hunt-Wesson's operating profit growth.
In Diversified Products, second quarter and first half
operating profit growth was led by earnings gains in the
potato products business, in part due to the acquisition of
Universal Frozen Foods during this year's first quarter.
Operating profit was down in turkey products and chicken
products, a business undergoing extensive restructuring to
improve longer-term results.
The Company's Trading and Processing industry segment
registered operating profit increases in the second quarter
and first half. The increases were driven by several
businesses including international fertilizer operations,
offshore processing and grain merchandising, partially
offset by losses in the dried fruit and nuts business.
In ConAgra's Agri-Products industry segment, operating
profit increased modestly in the second quarter and
moderately in the first half. In the crop protection
chemicals and fertilizer distribution business,
operating profit was down in the second quarter and up
in the first half.
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.
As noted above, the Company increased its interest in AMH
(see Note 4) from 50 percent to approximately 91 percent at
the end of fiscal 1994's second quarter. Second quarter
fiscal 1994 results include AMH's first half results on a
consolidated basis and reversal of AMH's first quarter
contribution to equity in earnings of affiliates. For this
reason, fiscal 1994's second quarter equity in earnings of
affiliates was lower than fiscal 1995's.
ConAgra is in the process of divesting certain non-core
businesses. In October, 1994, the Company sold its
Consumer Direct (direct mail marketing) business to
Hickory Farms of Ohio. In December, 1994 the Company sold
Dyno Merchandise, Inc. (a home sewing accessories
business) to Dyno Corporation, a newly formed corporation
owned by BT Capital Corporation and Dyno's management.
Also, in December, 1994 the Company sold Geldermann, Inc.
(a financial services business) to ED&F Man Group PLC.
Sales and earnings of the businesses divested, and
identified for divestiture, account for less than 5% of
ConAgra's total sales and earnings and are not material to
ConAgra's results of operations. The planned divestitures
are expected to produce an insignificant net gain over book
value.
CONAGRA, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS.
10.1 - Form of Employment Agreement between
ConAgra and each of Messrs. DiFonzo,
Manuel, Willensky and Womack,
incorporated by reference to Exhibit 10.4
of ConAgra's Annual Report on Form 10-K
for the fiscal year ended May 29, 1994.
12 - Statement regarding computation of ratio
of earnings to fixed charges, and ratio
of earnings to combined fixed charges and
preferred dividends.
27 - Financial data schedule.
(B) REPORTS ON FORM 8-K.
ConAgra did not file any reports on Form 8-K during
the fiscal quarter ended November 27, 1994.
CONAGRA, INC.
By: /s/ Stephen L. Key
_____________________________
Stephen L. Key
Executive Vice President and
Chief Financial Officer
By: /s/ Kenneth DiFonzo
_____________________________
Kenneth DiFonzo
Vice President, Controller
Dated this 6th day of January, 1995.
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
10.1 - Form of Employment Agreement between
ConAgra and each of Messrs. DiFonzo,
Manuel, Willensky and Womack, incorporated
by reference to Exhibit 10.4 of ConAgra's
Annual Report on Form 10-K for the fiscal
year ended May 29, 1994.
12 - Statement regarding computation of ratio
of earnings to fixed charges, and ratio of
earnings to combined fixed charges and
preferred dividends...........................
EXHIBIT 12
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 27,
1994
____________
Fixed charges:
Interest expense $ 158.7
Capitalized interest 1.7
Interest in cost of goods sold 6.9
One third of non-cancellable lease rent 21.1
------------
Total fixed charges (A) 188.4
Add preferred stock dividends of the company 19.7
------------
Total fixed charges and preferred stock
dividends (B) $ 208.1
============
Earnings:
Pretax income $ 377.8
Adjustment for unconsolidated subidiaries 2.3
------------
Pretax income of the Company as a whole 380.1
Add fixed charges 188.4
Less capitalized interest (1.7)
------------
Earnings and fixed charges (C) $ 566.8
============
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
EXHIBIT 12 (Continued)
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. 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),
and a portion of noncancellable rental expense representative of the
interest factor. The ratio is computed using the amounts for ConAgr
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.
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.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> may-28-1995
<PERIOD-END> nov-27-1994
<CASH> 59,400
<SECURITIES> 0
<RECEIVABLES> 2,480,300
<ALLOWANCES> 69,500
<INVENTORY> 3,614,800
<CURRENT-ASSETS> 6,617,000
<PP&E> 4,406,900
<DEPRECIATION> 1,687,900
<TOTAL-ASSETS> 12,515,600
<CURRENT-LIABILITIES> 6,247,000
<BONDS> 2,183,500
<COMMON> 1,264,100
355,600
275,000
<OTHER-SE> 1,132,800
<TOTAL-LIABILITY-AND-EQUITY> 12,515,600
<SALES> 12,534,500
<TOTAL-REVENUES> 12,534,500
<CGS> 10,899,100
<TOTAL-COSTS> 10,899,100
<OTHER-EXPENSES> 1,120,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 142,800
<INCOME-PRETAX> 377,800
<INCOME-TAX> 151,100
<INCOME-CONTINUING> 226,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 226,700
<EPS-PRIMARY> 0.94
<EPS-DILUTED> 0
</TABLE>
