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 February 26, 1995
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
March 26, 1995 was 245,391,887
PART I - FINANCIAL INFORMATION
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
FEB 26, MAY 29, FEB 27,
1995 1994 1994
_________ _________ _________
ASSETS
Current assets:
Cash and cash equivalents $ 111.0 $ 166.4 $ 76.2
Receivables, less allowance for
doubtful accounts of $67.2, $55.9
and $62.5 2,101.2 1,589.6 2,293.8
Margin deposits and segregated
funds - 286.0 321.2
Inventory:
Hedged commodities 1,049.6 723.4 978.2
Other 2,604.6 2,161.0 2,363.7
_________ _________ _________
Total inventory 3,654.2 2,884.4 3,341.9
Prepaid expenses 237.7 216.9 208.8
_________ _________ _________
Total current assets 6,104.1 5,143.3 6,241.9
_________ _________ _________
Other assets:
Investments in affiliates 273.6 235.9 240.0
Sundry investments, deposits
and other noncurrent assets 147.9 129.9 129.3
_________ _________ _________
Total other assets 421.5 365.8 369.3
_________ _________ _________
Property, plant and equipment
at cost, less accumulated
depreciation of $1733.3, $1564.1
and $1528.0 2,739.5 2,586.3 2,524.8
Brands, trademarks and goodwill, at
cost less accumulated amortization 2,776.1 2,626.4 2,645.7
_________ _________ _________
$12,041.2 $10,721.8 $11,781.7
_________ _________ _________
_________ _________ _________
The accompanying notes are an integral part of the consolidated
financial statements.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
FEB 26, MAY 29, FEB 27,
1995 1994 1994
_________ _________ _________
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 2,054.5 $ 419.0 $ 2,629.7
Current installments of
long-term debt 55.4 120.7 107.6
Accounts payable 1,666.2 1,610.5 1,509.2
Advances on sales 222.8 914.9 198.3
Payable to customers, clearing
associations, etc. - 326.5 397.7
Other accrued liabilities 1,500.5 1,361.2 1,234.6
_________ _________ _________
Total current liabilities 5,499.4 4,752.8 6,077.1
_________ _________ _________
Senior long-term debt, excluding
current installments 1,399.5 1,440.8 1,308.4
Other noncurrent liabilities 1,099.7 1,079.7 1,145.5
Subordinated debt 750.0 766.0 766.0
Preferred securities of subsidiary
company 525.0 100.0 -
Preferred shares subject to
mandatory redemption 355.6 355.6 355.6
Common stockholders' equity:
Common stock of $5 par value,
authorized 1,200,000,000 shares,
issued 252,843,405, 252,726,783
and 252,540,456 1,264.2 1,263.6 1,262.7
Additional paid-in capital 428.3 338.0 297.9
Retained earnings 1,615.1 1,422.7 1,337.5
Foreign currency translation
adjustment (53.9) (33.1) (31.2)
Less treasury stock, at cost, common
shares 5,804,673, 4,531,676
and 4,504,620 (155.8) (117.2) (116.6)
_________ _________ _________
3,097.9 2,874.0 2,750.3
Less unearned restricted stock and
value of 20,305,061, 22,286,481 and
22,537,094 common shares held in EEF (685.9) (647.1) (621.2)
_________ _________ _________
Total common stockholders' equity 2,412.0 2,226.9 2,129.1
_________ _________ _________
$12,041.2 $10,721.8 $11,781.7
_________ _________ _________
_________ _________ _________
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
FEB 26, FEB 27,
1995 1994
_________ _________
Net sales $ 5,757.6 $ 5,581.3
_________ _________
Costs and expenses:
Cost of goods sold 4,918.1 4,825.4
Selling, administrative and
general expenses 569.3 518.8
Interest expense, net 72.2 67.1
_________ _________
5,559.6 5,411.3
_________ _________
Income before equity in earnings of
affiliates and income taxes 198.0 170.0
Equity in earnings(loss) of affiliates (0.5) 1.1
_________ _________
Income before income taxes 197.5 171.1
Income taxes 79.0 67.4
_________ _________
Net income 118.5 103.7
Less preferred dividends 6.0 6.0
_________ _________
Net income available for common stock $ 112.5 $ 97.7
_________ _________
_________ _________
Earnings per common and common
equivalent share $ 0.49 $ 0.43
_________ _________
_________ _________
Weighted average number of common
and common equivalent shares
outstanding 229.6 227.3
_________ _________
_________ _________
Cash dividends declared per common
share $ 0.207 $ 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)
THIRTY-NINE WEEKS ENDED
FEB 26, FEB 27,
1995 1994
_________ _________
Net sales $18,292.1 $17,623.8
_________ _________
Costs and expenses:
Cost of goods sold 15,817.2 15,380.9
Selling, administrative and
general expenses 1,689.6 1,545.7
Interest expense, net 215.0 194.7
_________ _________
17,721.8 17,121.3
_________ _________
Income before equity in earnings of
affiliates and income taxes 570.3 502.5
Equity in earnings of affiliates 5.0 4.6
_________ _________
Income before income taxes 575.3 507.1
Income taxes 230.1 201.8
_________ _________
Net income 345.2 305.3
Less preferred dividends 18.0 18.0
_________ _________
Net income available for common stock $ 327.2 $ 287.3
_________ _________
_________ _________
Earnings per common and common
equivalent share $ 1.43 $ 1.26
_________ _________
_________ _________
Weighted average number of common
and common equivalent shares
outstanding 229.2 228.7
_________ _________
_________ _________
Cash dividends declared per common
share $ 0.595 $ 0.515
_________ _________
_________ _________
The accompanying notes are an integral part of the
consolidated financial statements.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
THIRTY-NINE WEEKS ENDED
FEB 26, FEB 27,
Decrease in Cash and Cash Equivalents 1995 1994
_________ _________
Cash flows from operating activities:
Net income $ 345.2 $ 305.3
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and other amortization 222.0 217.7
Goodwill amortization 52.9 55.0
Provision for losses on accounts receivable 26.2 20.6
Undistributed earnings of affiliates (5.0) (4.6)
Issuance of common stock in connection with
management incentive plans 4.3 4.6
Other noncash items, primarily interest 1.5 2.2
Change in assets and liabilities before
effects from business acquisitions:
Accounts receivable (632.4) (893.3)
Inventory (724.9) (819.5)
Prepaid expenses (24.1) (20.7)
Accounts payable and other liabilities (500.8) (404.4)
Accrued Interest and income taxes 11.7 51.7
_________ _________
Net cash flows from operating activities (1,223.4) (1,485.4)
_________ _________
Cash flows from investing activities:
Sale of property, plant and equipment 22.1 18.8
Additions to property, plant and equipment (282.1) (249.4)
Increase in investment in affiliates (34.6) (0.9)
Payment for business acquisitions (361.3) -
Net proceeds from sale of businesses 80.3 -
Decrease in notes receivable-Monfort Finance
Company 67.7 26.8
Other items (31.0) (6.6)
_________ _________
Net cash flows from investing activities (538.9) (211.3)
_________ _________
Cash flows from financing activities:
Net short term borrowings 1,635.5 2,019.6
Decrease in accounts receivable sold (100.0) (100.0)
Proceeds from exercise of employee stock
options 16.7 5.9
Cash dividends paid (146.3) (129.4)
Repayment of long-term debt (124.6) (185.6)
Treasury stock purchases (28.9) (105.4)
Issuance of preferred securities of
a subsidiary company 425.0 -
Employee Equity Fund stock transactions 21.0 8.9
Other items 8.5 1.9
_________ _________
Net cash flows from financing activities 1,706.9 1,515.9
_________ _________
Net decrease in cash & cash equivalents (55.4) (180.8)
Cash and cash equivalents at beginning of year 166.4 257.0
_________ _________
Cash and cash equivalents at end of period $ 111.0 $ 76.2
_________ _________
_________ _________
The accompanying notes are an integral part of the
consolidated financial statements.
CONAGRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
FEBRUARY 26, 1995
(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):
FEB 26, MAY 29, FEB 27,
1995 1994 1994
________ ________ ________
Hedged commodities $1,049.6 $ 723.4 $ 978.2
Food products and livestock 1,376.4 1,260.7 1,275.4
Agricultural chemicals,
fertilizer and feed 480.2 322.6 390.8
Retail merchandise 188.7 176.0 167.6
Other, principally
ingredients and supplies 559.3 401.7 529.9
________ ________ ________
$3,654.2 $2,884.4 $3,341.9
________ ________ ________
________ ________ ________
(3) On August 1, 1994, the Company purchased the
frozen foods business of Universal Foods
Corporation for approximately $202 million in cash.
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) In February 1995, ConAgra Capital L.C., controlled
by two indirectly wholly-owned subsidiaries of
ConAgra, Inc., issued 10.0 million 9.35% Series C
Cumulative Preferred Securities (Class C
Securities) at a price of $25 per security.
ConAgra Capital, L.C. loaned the net proceeds to
ConAgra, Inc. to be used for general corporate
purposes.
Dividends on the Class C Securities at the rate of
9.35% per annum are payable monthly commencing
February 28, 1995.
The Class C Securities are guaranteed on a limited
basis by ConAgra, Inc. and, in certain limited
circumstances, are exchangeable for debt
securities of ConAgra, Inc. The Class C
Securities are redeemable at the option of ConAgra
Capital, L.C. (with ConAgra Inc.'s consent) in
whole or in part, on or after February 29, 2000 at
$25 per security plus accumulated and unpaid
dividends to the date fixed for redemption.
(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 0.5 (9.2) (9.7) 39.4 21.0
Shares issued in
connection with
acquisitions 0.1 0.3 0.4
Purchase of
treasury shares (28.9) (28.9)
Other share
activity
associated with
Employee Equity
Fund 99.2 (78.2) 21.0
Foreign currency
translation
adjustment (20.8) (20.8)
Cash dividends
declared (152.8) (152.8)
Net income 345.2 345.2
__________ __________ __________ __________ __________ __________ __________
Balance 2/26/95 $ $1,264.2 $ $428.3 $ $1,615.1 $ ($53.9)$ ($155.8)$ ($685.9) $ $2,412.0
__________ __________ __________ __________ __________ __________ __________
__________ __________ __________ __________ __________ __________ __________
</TABLE>
(6) With respect to operations of the Company excluding
the transaction discussed below, there was no
litigation at February 26, 1995 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.
(8) In February 1995, the Company's Board of
Director's authorized ConAgra to purchase up to 25
million shares of the Company's outstanding common
stock from time to time in the open market over
several years. As of March 31, 1995, the Company
has purchased 2,523,600 shares at an aggregate
cost of $83.1 million. Purchased shares may be
used to replace shares issued for acquisitions and
to meet obligations for employee incentive and
benefit plans and conversion of the Company's
Class E preferred stock, which is initially
subject to call on August 14, 1995. ConAgra
presently intends to call for redemption during
calendar year 1995 some or all of the 14,195,495
outstanding shares of $25 Class E Cumulative
Convertible Preferred Stock.
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 third
quarter and first nine months are not necessarily indicative
of results which may be attained in the future.
FINANCIAL CONDITION
During the first nine months of fiscal 1995, the Company's
capital investment (working capital plus noncurrent assets)
increased $572.8 million. Working capital increased
$214.2 million and noncurrent assets increased $358.6 million.
The decrease in payables to customers and margin deposits
and segregated funds from the prior year is the result of
the sale of Geldermann, Inc. during the third quarter of
fiscal 1995. The increase in noncurrent assets is
primarily due to the acquisitions of Universal Frozen
Foods and MC Retail Foods (See Note 3). Cash flow from
operations and borrowings of the proceeds of the issuance
of preferred securities of a subsidiary company
contributed to the working capital increase and funded
other purchases of property, plant and equipment.
Versus the same period last year, property, plant and
equipment and brands, trademarks and goodwill increased
$345.1 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 February 26, 1995, senior long-term
debt was 26 percent of total long-term debt plus equity
compared to 30 percent at May 29, 1994 and 29 percent at
February 27, 1994.
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
FEB. 26, 1995 & FEB. 27, 1994
THIRTEEN WEEKS THIRTY-NINE WEEKS
DOLLARS % DOLLARS %
________________________________
Net sales 176.3 3.2 668.3 3.8
Cost of goods sold 92.7 1.9 436.3 2.8
Gross profit 83.6 11.1 232.0 10.3
Selling, administrative
and general expense 50.5 9.7 143.9 9.3
Interest expense, net 5.1 7.6 20.3 10.4
Income before equity in
earnings of affiliates and
income taxes 28.0 16.5 67.8 13.5
Equity in earnings of
affiliates (1.6) NM* 0.4 8.7
Income before income taxes 26.4 15.4 68.2 13.4
Income taxes 11.6 17.2 28.3 14.0
Net income 14.8 14.3 39.9 13.1
Earnings per common and common
equivalent share 0.06 14.0 0.17 13.5
*Not Measurable
Sources of increased sales and expenses during the third
quarter and first nine months included the crop protection
chemical, consumer frozen foods and potato products
businesses.
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
third quarter and first nine months.
In Meat Products, operating improvements and industry
conditions in Australia supported better margins in U.S.
fresh beef and pork products during this year's third
quarter and first nine months. The beef business in
Australia increased third quarter operating profit, but
nine month earnings were down due to unfavorable first
half industry conditions. Third quarter and nine month
operating profit decreased in branded packaged meats,
mainly due to lower earnings in two specialty products
businesses. The cheese products business achieved earnings
growth in both periods.
In Grocery Products, the consumer frozen foods business
reported unit volume growth and an operating profit gain
in the third quarter and first nine months. Healthy Choice
was a major contributor to both volume and earnings growth
in frozen foods. Hunt Wesson's operating profit was also
up in the third quarter and first nine months.
In Diversified Products, third quarter and nine month
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 decreased substantially in chicken
products. During the third quarter, the chicken products
business was moved into the Company's Refrigerated
Products group to help accelerate a return to acceptable
results.
The Company's Trading and Processing industry segment
registered operating profit increases in the third quarter
and first nine months. The increases were driven by several
businesses including specialty grain products, offshore
processing, grain merchandising and international
fertilizer operations, partially offset by losses in a
business which is being discontinued.
In ConAgra's Agri-Products industry segment, operating
profit increased in the third quarter and first nine
months. Operating profit was up in the crop protection
chemicals and fertilizer business, the segment's largest
business.
The devaluation of the Mexican peso had a negative
effect on the Company's investments and operating
results in Mexico during the third quarter and fiscal
year to date.
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.
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 company expects
that the ultimate gain/loss on the planned divestiture
program will not be significant to the Company's results
of operations.
CONAGRA, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS.
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 filed a report on Form 8-K dated
February 11, 1995 reporting (i) action of ConAgra's
board of directors on February 11, 1995 authorizing
the Company to purchase up to 25,000,000 shares of
its outstanding common stock from time to time in
the open market over several years, (ii) ConAgra's
current intention to call for redemption during
calendar year 1995 some or all of the Company's
Class E $25 Cumulative Convertible Preferred Stock
subject to market considerations and Board
approval, and (iii) the completion on February 2,
1995 of the sale of $250 million of 9.35% Series C
Cumulative Preferred Securities by ConAgra Capital,
L.C., which loaned the proceeds of the sale to
ConAgra. ConAgra also filed a report on Form 8-K
dated March 22, 1995 reporting that Stephen L. Key,
Executive Vice President and Chief Financial
Officer, was leaving the Company for personal
reasons effective April 14, 1995.
CONAGRA, INC.
By: /s/ Stephen L. Key
________________________
Stephen L. Key
Executive Vice President and
Chief Financial Officer
By: /s/ Kenneth DiFonzo
_____________________________
Kenneth DiFonzo
Vice President, Controller
Dated this 10 day of April, 1995.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
12 - Statement regarding computation of ratio
of earnings to fixed charges, and ratio
of earnings to combined fixed charges
and preferred dividends.......................
EXHIBIT 12
CONAGRA, INC. AND SUBSIDIARIES
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED
CHARGES AND OF EARNINGS TO COMBINED FIXED
CHARGES & PREFERRED STOCK DIVIDENDS
($ IN MILLIONS)
Nine
Months Ended
February 26,
1995
____________
Fixed charges:
Interest expense $ 246.0
Capitalized interest 2.8
Interest in cost of goods sold 12.9
One third of non-cancellable lease rent 31.8
------------
Total fixed charges (A) 293.5
Add preferred stock dividends of the company 29.5
------------
Total fixed charges and preferred stock
dividends (B) $ 323.0
============
Earnings:
Pretax income $ 575.3
Adjustment for unconsolidated subidiaries 5.2
------------
Pretax income of the Company as a whole 580.5
Add fixed charges 293.5
Less capitalized interest (2.8)
------------
Earnings and fixed charges (C) $ 871.2
============
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 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.
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> 9-mos
<FISCAL-YEAR-END> may-28-1995
<PERIOD-END> feb-26-1995
<CASH> 111,000
<SECURITIES> 0
<RECEIVABLES> 2,168,400
<ALLOWANCES> 67,200
<INVENTORY> 3,654,200
<CURRENT-ASSETS> 6,104,100
<PP&E> 4,472,800
<DEPRECIATION> 1,733,300
<TOTAL-ASSETS> 12,041,200
<CURRENT-LIABILITIES> 5,499,400
<BONDS> 2,149,500
<COMMON> 1,264,200
355,600
525,000
<OTHER-SE> 1,147,800
<TOTAL-LIABILITY-AND-EQUITY> 12,041,200
<SALES> 18,292,100
<TOTAL-REVENUES> 18,292,100
<CGS> 15,817,200
<TOTAL-COSTS> 15,817,200
<OTHER-EXPENSES> 1,689,600
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 215,000
<INCOME-PRETAX> 575,300
<INCOME-TAX> 230,100
<INCOME-CONTINUING> 345,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 345,200
<EPS-PRIMARY> 1.43
<EPS-DILUTED> 0
</TABLE>
