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 25, 1996
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 24, 1996 was 243,078,025.
PART I - FINANCIAL INFORMATION
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
FEB 25, MAY 28, FEB 26,
1996 1995 1995
_________ _________ _________
ASSETS
Current assets:
Cash and cash equivalents $ 59.1 $ 60.0 $ 111.0
Receivables, less allowance for
doubtful accounts of $72.4, $63.9
and $67.2 2,121.8 1,540.0 2,101.2
Inventory:
Hedged commodities 1,484.9 925.4 1,049.6
Other 2,463.9 2,241.9 2,604.6
_________ _________ _________
Total inventory 3,948.8 3,167.3 3,654.2
Prepaid expenses 377.4 372.9 237.7
_________ _________ _________
Total current assets 6,507.1 5,140.2 6,104.1
_________ _________ _________
Property, plant and equipment
at cost, less accumulated
depreciation of $2008.1, $1741.8
and $1733.3 3,283.1 2,796.0 2,739.5
Brands, trademarks and goodwill, at
cost less accumulated amortization 2,549.4 2,420.1 2,776.1
Other assets 415.6 444.7 421.5
_________ _________ _________
$12,755.2 $10,801.0 $12,041.2
_________ _________ _________
_________ _________ _________
The accompanying notes are an integral part of the consolidated
financial statements.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
FEB 25, MAY 28, FEB 26,
1996 1995 1995
_________ _________ _________
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 2,810.9 $ - $ 2,054.5
Current installments of
long-term debt 136.4 47.9 55.4
Accounts payable 1,785.8 1,574.8 1,666.2
Advances on sales 293.3 856.6 222.8
Other accrued liabilities 1,473.8 1,485.6 1,500.5
_________ _________ _________
Total current liabilities 6,500.2 3,964.9 5,499.4
_________ _________ _________
Senior long-term debt, excluding
current installments 1,600.3 1,770.0 1,399.5
Other noncurrent liabilities 904.7 940.8 1,099.7
Subordinated debt 750.0 750.0 750.0
Preferred securities of subsidiary
company 525.0 525.0 525.0
Preferred shares subject to
mandatory redemption - 354.9 355.6
Common stockholders' equity:
Common stock of $5 par value,
authorized 1,200,000,000 shares,
issued 253,151,573, 252,869,958
and 252,843,405 1,265.8 1,264.3 1,264.2
Additional paid-in capital 454.4 409.9 428.3
Retained earnings 1,931.1 1,712.5 1,615.1
Foreign currency translation
adjustment (39.1) (44.9) (53.9)
Less treasury stock, at cost, common
shares 10,073,548, 7,172,312
and 5,804,673 (399.1) (206.9) (155.8)
_________ _________ _________
3,213.1 3,134.9 3,097.9
Less unearned restricted stock and
value of 16,647,309, 19,423,916 and
20,305,061 common shares held in EEF (738.1) (639.5) (685.9)
_________ _________ _________
Total common stockholders' equity 2,475.0 2,495.4 2,412.0
_________ _________ _________
$12,755.2 $10,801.0 $12,041.2
_________ _________ _________
_________ _________ _________
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 25, FEB 26,
1996 1995
_________ _________
Net sales $ 5,771.8 $ 5,757.6
_________ _________
Costs and expenses:
Cost of goods sold 4,905.2 4,918.1
Selling, administrative and
general expenses 570.5 569.3
Interest expense, net 82.6 72.2
_________ _________
5,558.3 5,559.6
_________ _________
Income before equity in earnings of
affiliates and income taxes 213.5 198.0
Equity in earnings of affiliates 1.1 (0.5)
_________ _________
Income before income taxes 214.6 197.5
Income taxes 86.2 79.0
_________ _________
Net income 128.4 118.5
Less preferred dividends - 6.0
_________ _________
Net income available for common stock $ 128.4 $ 112.5
_________ _________
_________ _________
Earnings per common and common
equivalent share $ 0.55 $ 0.49
_________ _________
_________ _________
Weighted average number of common
and common equivalent shares
outstanding 232.7 229.6
_________ _________
_________ _________
Cash dividends declared per common
share $ 0.238 $ 0.208
_________ _________
_________ _________
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars and shares in millions except per share amounts)
THIRTY-NINE WEEKS ENDED
FEB 25, FEB 26,
1996 1995
_________ _________
Net sales $18,834.5 $18,292.1
_________ _________
Costs and expenses:
Cost of goods sold 16,217.0 15,817.2
Selling, administrative and
general expenses 1,740.4 1,689.6
Interest expense, net 236.1 215.0
_________ _________
18,193.5 17,721.8
_________ _________
Income before equity in earnings of
affiliates and income taxes 641.0 570.3
Equity in earnings of affiliates 4.5 5.0
_________ _________
Income before income taxes 645.5 575.3
Income taxes 262.9 230.1
_________ _________
Net income 382.6 345.2
Less preferred dividends 8.6 18.0
_________ _________
Net income available for common stock $ 374.0 $ 327.2
_________ _________
_________ _________
Earnings per common and common
equivalent share $ 1.63 $ 1.43
_________ _________
_________ _________
Weighted average number of common
and common equivalent shares
outstanding 229.0 229.2
_________ _________
_________ _________
Cash dividends declared per common
share $ 0.683 $ 0.595
_________ _________
_________ _________
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 25, FEB 26,
Decrease in Cash and Cash Equivalents 1996 1995
_________ _________
Cash flows from operating activities:
Net income $ 382.6 $ 345.2
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and other amortization 241.4 222.0
Goodwill amortization 54.0 52.9
Other noncash items (includes nonpension
postretirement benefits) 30.2 27.0
Change in assets and liabilities before
effects from business acquisitions (1,749.0) (1,870.5)
_________ _________
Net cash flows from operating activities (1,040.8) (1,223.4)
_________ _________
Cash flows from investing activities:
Sale of property, plant and equipment 66.4 22.1
Additions to property, plant and equipment (414.6) (282.1)
Payment for business acquisitions (493.6) (361.3)
Decrease in notes receivable-Monfort Finance
Company 70.4 67.7
Other items 26.7 14.7
_________ _________
Net cash flows from investing activities (744.7) (538.9)
_________ _________
Cash flows from financing activities:
Net short term borrowings 2,808.2 1,635.5
Decrease in accounts receivable sold - (100.0)
Proceeds from exercise of employee stock
options 54.4 16.7
Cash dividends paid (160.5) (146.3)
Repayment of long-term debt (163.0) (124.6)
Treasury stock purchases (664.0) (28.9)
Issuance of preferred securities of
a subsidiary company - 425.0
Employee Equity Fund stock transactions 7.5 21.0
Other items, primarily reduction of other
noncurrent liabilities (98.0) 8.5
_________ _________
Net cash flows from financing activities 1,784.6 1,706.9
_________ _________
Net decrease in cash & cash equivalents (0.9) (55.4)
Cash and cash equivalents at beginning of year 60.0 166.4
_________ _________
Cash and cash equivalents at end of period $ 59.1 $ 111.0
_________ _________
_________ _________
The accompanying notes are an integral part of the
consolidated financial statements.
CONAGRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
FEBRUARY 25, 1996
(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 1995 annual
report, which report was incorporated by reference in
Form 10-K for the fiscal year ended May 28, 1995.
(2) The composition of inventories is as follows (in
millions):
FEB 25, MAY 28, FEB 26,
1996 1995 1995
__________ __________ __________
Hedged commodities $ 1,484.9 $ 925.4 $ 1,049.6
Food products and livestock 1,385.3 1,232.2 1,376.4
Agricultural chemicals,
fertilizer and feed 430.0 323.1 480.2
Retail merchandise 163.4 196.4 188.7
Other, principally
ingredients and supplies 485.2 490.2 559.3
__________ __________ __________
$ 3,948.8 $ 3,167.3 $ 3,654.2
__________ __________ __________
__________ __________ __________
(3) In the third quarter of fiscal 1996, ConAgra
finalized the acquisition of the outstanding common
stock of Canada Malting Co. Limited, one of the
world's largest producers of malted barley, for
approximately US$ 300 million. In addition to being
Canada's leading malt producer and exporter, Canada
Malting Co. Limited has interests in malt producers
in the United States, the United Kingdom, Argentina
and Uruguay. Canada Malting is also the leading
producer of mushrooms in Canada. Canada Malting's
sales for the year ended December 31, 1994 were
Canadian $367 million.
(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 5/28/95 $ $1,264.3 $ $409.9 $ $1,712.5 $ ($44.9)$ ($206.9)$ ($639.5) $ $2,495.4
Shares issued
Employee stock
option and incenti 0.5 1.5 2.0
EEF* stock option,
incentive and
other employee
benefit plans (5.2) 77.4 72.2
Fair market
valuation of
EEF shares 176.5 (176.5) -
Acquisitions 0.1 0.4 0.5
Conversion of
preferred stock 0.9 (128.7) 482.2 354.4
Shares acquired
Incentive plans (10.4) 0.5 (9.9)
Treasury shares
purchased (664.0) (664.0)
Foreign currency
translation
adjustment 5.8 5.8
Cash dividends
declared (164.0) (164.0)
Net income 382.6 382.6
__________ __________ __________ __________ __________ __________ __________
Balance 2/25/96 $ $1,265.8 $ $454.4 $ $1,931.1 $ ($39.1)$ ($399.1)$ ($738.1) $ $2,475.0
__________ __________ __________ __________ __________ __________ __________
__________ __________ __________ __________ __________ __________ __________
*Employee Equity Fund
</TABLE>
(5) On August 14, 1990, ConAgra acquired Beatrice Company
(Beatrice). As a result of the acquisition and the
significant pre-acquisition tax and other contingencies
of the Beatrice businesses and its former subsidiaries,
the consolidated post-acquisition financial statements
of ConAgra have reflected significant liabilities and
valuation allowances associated with the estimated
resolution of these contingencies.
Subsequent to the acquisition of Beatrice by ConAgra,
the Internal Revenue Service completed its audit of the
federal income tax returns of Beatrice and its
predecessors for the fiscal years ended in 1985 through
1987 and issued an examining agent's report. The
findings contained in the report were protested by
Beatrice. Agreement was reached with the Internal
Revenue Service regarding these matters in August 1995.
This settlement resolves all deficiencies proposed by
the Internal Revenue Service for 1987 and prior years,
including deficiencies relating to previously-filed
carry-back claims. The settlement allowed ConAgra to
better estimate the amounts of Beatrice state tax
liabilities that will ultimately be paid to various
state tax authorities, and the amounts of state tax and
interest that will be deductible for federal income tax
purposes. Prior to the settlement, ConAgra had recorded
a valuation allowance against deferred tax assets of
approximately $230.0 million due to uncertainties as to
the ultimate realization of these assets.
As a result of the settlement, ConAgra has released the
$230.0 million valuation allowance and has reduced
noncurrent liabilities by $135.0 million, with a
resulting reduction of goodwill associated with the
Beatrice acquisition of $365.0 million. Federal income
tax returns of Beatrice for fiscal years ended 1988,
1989 and 1990 and various state tax returns remain
open. However, after taking into account the foregoing
adjustments, management believes that the ultimate
resolution of all remaining pre-acquisition Beatrice
tax contingencies should not exceed the reserves
established for such matters.
Beatrice is also engaged in various litigation and
environmental proceedings related to businesses
divested by Beatrice prior to its acquisition by
ConAgra. The environmental proceedings include
litigation and administrative proceedings involving
Beatrice's status as a potentially responsible party at
45 Superfund, proposed Superfund or state-equivalent
sites. Beatrice has paid or is in the process of paying
its liability share at 33 of these sites. Beatrice's
known volumetric contribution exceeds 5% at thirteen of
the sites. Beatrice has established substantial
reserves for these matters. The environmental reserves
are based on Beatrice's best estimate of its
undiscounted remediation liabilities, which estimates
include evaluation of investigatory studies, extent of
required cleanup, the known volumetric contribution of
Beatrice and other potentially liable responsible
parties and Beatrice's prior experience in remediating
sites. Management believes the ultimate resolution of
such Beatrice legal and environmental contingenices
should not exceed the reserves established for such
matters.
ConAgra is party to a number of other lawsuits and
claims arising out of the operation of its businesses.
After taking into account liabilities recorded for all
of the foregoing matters, management believes the
ultimate resolution of such matters should not have a
material adverse effect on ConAgra's financial
condition, results of operation or liquidity.
(6) The Company completed on November 30, 1995 its call
for redemption of its Class E cumulative convertible
preferred stock. Approximately 14.2 million shares
were converted into common stock and approximately
18,000 preferred shares were redeemed for cash.
Since February 1995, the Company had purchased, in
the open market, 14,436,587 shares of common stock
at an aggregate cost of $516.8 million to cover the
preferred stock conversion.
In addition, the company purchased 6,200,000 shares
at an aggregate cost of $264.9 million during the
third quarter pursuant to a previously announced
stock repurchase program.
(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 that 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
1996 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 1996, the Company's
capital investment (working capital plus noncurrent assets)
decreased $581.1 million. Working capital decreased
$1168.4 million and noncurrent assets increased $587.3
million. The decrease in working capital resulted from an
increase in notes payable due to business acquisitions and
normal property, plant and equipment additions, and from
treasury stock purchases. The increase in notes payable
was also due to the normal seasonal increase in accounts
receivable and inventory.
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 25,1996, senior long-term debt
was 30 percent of total long-term debt plus equity compared to
30 percent at May 28,1995 and 26 percent at February 26, 1995.
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. 25, 1996 & FEB. 26, 1995
THIRTEEN WEEKS THIRTY-NINE WEEKS
DOLLARS % DOLLARS %
________________________________
Net sales 14.2 0.2 542.4 3.0
Cost of goods sold (12.9) (0.3) 399.8 2.5
Gross profit 27.1 3.2 142.6 5.8
Selling, administrative
and general expenses 1.2 0.2 50.8 3.0
Interest expense, net 10.4 14.4 21.1 9.8
Income before equity in
earnings of affiliates and
income taxes 15.5 7.8 70.7 12.4
Equity in earnings of
affiliates 1.6 NM* (0.5) (10.0)
Income before income taxes 17.1 8.7 70.2 12.2
Income taxes 7.2 9.1 32.8 14.3
Net income 9.9 8.4 37.4 10.8
Earnings per common and
common equivalent share 0.06 12.2 0.20 14.0
*Not Measurable
Sources of increased sales and expenses during the third
quarter and first nine months were the Grocery/Diversified
Products and Food Inputs & Ingredients segments, due, in part,
to acquisitions. Refrigerated Foods segment sales declined in
both periods, mainly due to lower selling prices in the beef
business. Consequently, ConAgra's total sales were about even
with last year in the third quarter and up three percent
through nine months.
Food Inputs & Ingredients and Grocery/Diversified
Products increased operating profit in fiscal 1996's
third quarter and first nine months versus the same periods
in fiscal 1995 while the Refrigerated Foods segment showed
a decline in operating profit for both periods.
In the Grocery/Diversified segment, Hunt-Wesson, with unit
volume gains, showed operating profit growth in the third
quarter and nine months. Third quarter and nine month
operating profits were up in consumer frozen foods and the
Golden Valley microwave foods business but down in seafood.
Potato products earnings were down in the third quarter,
but ahead through nine months. Acquisitions contributed to
the Grocery/Diversified segment's earnings growth in both
periods.
ConAgra's Food Inputs & Ingredients industry segment
achieved operating profit growth in Fiscal 1996's third
quarter and first nine months. The crop input, grain
processing and grain merchandising businesses and business
dispositions last year all contributed to the gains.
Specialty Retailing earnings declined in both periods.
In the Refrigerated Foods segment, operating profit declined
for the third quarter and first nine months. Weak demand, as
well as high grain costs, contributed to the operating profit
decline in the U.S. beef business. Pressured by high raw
material costs, processed meats operating profit decreased in
both periods despite volume growth in branded packaged meats.
Although constrained by increasing grain costs, the chicken
products business increased third quarter and nine month
operating profit above last year. In turkey products, also
hampered by high grain costs, operating profit was down in the
third quarter but up through nine months. Operating profit was
up in the cheese business and down in Australian beef 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), income taxes and goodwill
amortization are excluded from segment operating profit. For
financial businesses, operating profit includes the effect of
interest, which is a large element of their operating costs.
ConAgra estimates that expenses for poultry and meat feed
ingredients, mainly corn and soybean meal, will be $70 million
higher in this fiscal year's second half (November thru May)
versus last fiscal year's second half. The impact of such
expenses on fiscal fourth quarter operating profit is expected
to be a few cents a share more than in the fiscal third
quarter.
ConAgra is in the process of divesting certain non-core
businesses. During fiscal 1995, ConAgra divested Consumer
Direct (direct mail marketing), Dyno Merchandise, Inc. (home
sewing accessories), Geldermann, Inc. (financial services),
and Berliner & Marx, Inc. (meat products). In July 1995,
ConAgra also completed the sale of Petrosul International
(sulfur processing and marketing) and Alum Rock Foodservice
(cheese distribution). In October 1995 ConAgra completed the
sale of Omaha Vaccine (animal care products). In November
1995, ConAgra completed the sale of Mott's-Blue Coach Foods
(poultry products). In March 1996 ConAgra completed the sale
of Northwest Fabric and Crafts (home sewing and decorating).
Sales and earnings of the businesses divested and identified
for divestiture are not material to ConAgra's results of
operations. ConAgra continues to reevaluate the businesses
identified for divestiture and changes may be made. In
addition, ConAgra presently plans to joint venture its malting
operations by selling up to 50% to a third party. ConAgra
presently expects the combined results of these activities
will not be significant to ConAgra's results of operations.
ConAgra is required to adopt SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," no later than fiscal 1997.
ConAgra has not yet quantified the effect, if any, of
implementation on the financial statements.
CONAGRA, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
ConAgra gave notice on December 26, 1995 that it would redeem
on January 30, 1996 all of the outstanding shares of its $2.50
Class D Cumulative Convertible Preferred Stock ("Class D Preferred
Stock") at a redemption price of $25 per share plus accrued and
unpaid dividends thereon to the redemption date. The notice stated
that holders of the Class D Preferred Stock could elect to convert
any or all of the shares to be redeemed into shares of ConAgra
common stock at the rate of 6.9323 shares of common stock per share
of preferred stock. The redemption transaction was completed on
January 30, 1996. An aggregate of 22,637 shares of Class D
Preferred Stock were converted into shares of Common Stock. The
remaining 1,813 shares of Class D Preferred Stock were redeemed for
cash.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS.
3.1 - Certificate of Elimination relating to Class D
Preferred Stock.
12 - Statement regarding computation of 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 for
the quarter ended February 25, 1996.
CONAGRA, INC.
By: /s/ James P. O'Donnell
_______________________
James P. O'Donnell
Senior Vice President
and Chief Financial Officer
By: /s/ Kenneth W. DiFonzo
________________________
Kenneth W. DiFonzo
Vice President and
Controller
Dated this 4 day of April, 1996. EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
3.1 - Certificate of Elimination relating to
Class D Preferred Stock...................... 17
12 - Statement regarding computation of ratio
of earnings to fixed charges, and ratio of
earnings to combined fixed charges and
preferred dividends.......................... 19
State of Delaware
EXHIBIT 3.1
OFFICE OF THE SECRETARY OF STATE
___________________________
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY
OF THE CERTIFICATE OF DESIGNATION OF "CONAGRA, INC." FILED IN THIS
OFFICE ON THE SIXTEENTH DAY OF FEBRUARY, A.D. 1996, AT 9 0'CL0CK
A.M.
[Seal]
/s/ Edward J. Freel
___________________________________
Edward J. Freel, Secretary of State
0818944 8100
AUTHENTICATION: 7838730
960052153
date: 02-23-96<PAGE>
CERTIFICATE OF ELIMINATION
OF STATEMENT OF RESOLUTIONS
FOR $2.50 CLASS D CUMULATIVE CONVERTIBLE STOCK
OF CONAGRA, INC.
UNDER SECTION 151(g) OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
ConAgra, Inc., a Delaware corporation (hereinafter referred to as
the "Corporation"), does hereby certify that the following
resolutions were duly adopted by the Corporation's Board of
Directors:
"WHEREAS, by reason of conversion or redemption, no
shares of the Corporation's $2.50 Class D Cumulative
Convertible Preferred Stock (the "Prior Series Class D
Preferred Stock") remain outstanding, it is hereby:
"RESOLVED, that no additional shares of the Prior
Series Class D Preferred Stock will be issued pursuant to
the terms of the Statement of Resolution of such series
of Preferred Stock;
"FURTHER RESOLVED, that the officers of the
Corporation are duly authorized to file a certificate
with the Secretary of State of Delaware eliminating from
the Certificate of Incorporation all matters set forth in
the Statement of Resolution for the Prior Series Class D
Preferred Stock in respect of such series of Preferred
Stock."
Upon the effective date of the filing of this Certificate,
there shall be eliminated from the Certificate of Incorporation all
matters set forth in the Statement of Resolution, with respect to
the Prior Series Class D Preferred Stock in respect of such series
of such Preferred Stock.
IN WITNESS WHEREOF, ConAgra, Inc. has caused its corporate
seal to be hereunto affixed and this Certificate to be signed by J.
P. O'Donnell, its Senior Vice President and Chief Financial
Officer, and attested by L. B. Thomas, its Senior Vice President
and Secretary, this 10th day of February, 1996.
ConAgra, Inc.
By: /s/ J. P. O'Donnell
________________________
Senior Vice President and
Chief Financial Officer
Attest:
By: /s/ L. B. Thomas
___________________________________
Senior Vice President and Secretary
EXHIBIT 12
CONAGRA, INC. AND SUBSIDIARIES
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED
CHARGES AND OF EARNINGS TO COMBINED FIXED
CHARGES & PREFERRED STOCK DIVIDENDS
($ IN MILLIONS)
Nine
Months Ended
February 25,
1996
____________
Fixed charges:
Interest expense $ 278.5
Capitalized interest 4.0
Interest in cost of goods sold 19.5
One third of non-cancellable lease rent 31.2
------------
Total fixed charges (A) 333.2
Add preferred stock dividends of the company 14.6
------------
Total fixed charges and preferred stock
dividends (B) 347.8
============
Earnings:
Pretax income 645.5
Adjustment for unconsolidated subidiaries 2.7
------------
Pretax income of the Company as a whole 648.2
Add fixed charges 333.2
Less capitalized interest (4.0)
------------
Earnings and fixed charges (C) 977.4
============
Ratio of earnings to fixed charges (C/A) 2.9
Ratio of earnings to combined fixed charges
and preferred stock dividends (C/B) 2.8
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.
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