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 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
December 24, 1995 was 246,563,011.
PART I - FINANCIAL INFORMATION
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
NOV 26, MAY 28, NOV 27,
1995 1995 1994
_________ _________ _________
ASSETS
Current assets:
Cash and cash equivalents $ 46.4 $ 60.0 $ 59.4
Receivables, less allowance for
doubtful accounts of $68.0, $63.9
and $69.5 2,530.7 1,540.0 2,410.8
Margin deposits and segregated
funds - - 293.6
Inventory:
Hedged commodities 1,350.2 925.4 1,035.2
Other 2,610.8 2,241.9 2,579.6
_________ _________ _________
Total inventory 3,961.0 3,167.3 3,614.8
Prepaid expenses 384.5 372.9 238.4
_________ _________ _________
Total current assets 6,922.6 5,140.2 6,617.0
_________ _________ _________
Property, plant and equipment
at cost, less accumulated
depreciation of $1935.9, $1741.8
and $1687.9 3,239.4 2,796.0 2,719.0
Brands, trademarks and goodwill, at
cost less accumulated amortization 2,564.9 2,420.1 2,750.4
Other assets 449.3 444.7 429.2
_________ _________ _________
$13,176.2 $10,801.0 $12,515.6
_________ _________ _________
_________ _________ _________
The accompanying notes are an integral part of the consolidated
financial statements.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
NOV 26, MAY 28, NOV 27,
1995 1995 1994
_________ _________ _________
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 3,112.6 $ - $ 2,681.9
Current installments of
long-term debt 129.0 47.9 61.0
Accounts payable 1,706.9 1,574.8 1,516.4
Advances on sales 209.1 856.6 177.2
Payable to customers, clearing
associations, etc. - - 330.6
Other accrued liabilities 1,452.7 1,485.6 1,479.9
_________ _________ _________
Total current liabilities 6,610.3 3,964.9 6,247.0
_________ _________ _________
Senior long-term debt, excluding
current installments 1,727.0 1,770.0 1,417.5
Other noncurrent liabilities 904.4 940.8 1,057.6
Subordinated debt 750.0 750.0 766.0
Preferred securities of subsidiary
company 525.0 525.0 275.0
Preferred shares subject to
mandatory redemption 27.9 354.9 355.6
Common stockholders' equity:
Common stock of $5 par value,
authorized 1,200,000,000 shares,
issued 252,957,072, 252,869,958
and 252,828,935 1,264.8 1,264.3 1,264.1
Additional paid-in capital 410.8 409.9 402.1
Retained earnings 1,858.9 1,712.5 1,549.8
Foreign currency translation
adjustment (29.3) (44.9) (16.9)
Less treasury stock, at cost, common
shares 4,846,730, 7,172,312
and 4,727,587 (166.7) (206.9) (122.3)
_________ _________ _________
3,338.5 3,134.9 3,076.8
Less unearned restricted stock and
value of 17,541,528 19,423,916 and
21,029,155 common shares held in EEF (706.9) (639.5) (679.9)
_________ _________ _________
Total common stockholders' equity 2,631.6 2,495.4 2,396.9
_________ _________ _________
$13,176.2 $10,801.0 $12,515.6
_________ _________ _________
_________ _________ _________
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 26, NOV 27,
1995 1994
_________ _________
Net sales $ 6,626.3 $ 6,288.6
_________ _________
Costs and expenses:
Cost of goods sold 5,677.4 5,392.3
Selling, administrative and
general expenses 591.6 575.2
Interest expense, net 77.6 74.1
_________ _________
6,346.6 6,041.6
_________ _________
Income before equity in earnings of
affiliates and income taxes 279.7 247.0
Equity in earnings of affiliates 3.6 2.8
_________ _________
Income before income taxes 283.3 249.8
Income taxes 116.2 99.9
_________ _________
Net income 167.1 149.9
Less preferred dividends 3.5 6.0
_________ _________
Net income available for common stock $ 163.6 $ 143.9
_________ _________
_________ _________
Earnings per common and common
equivalent share $ 0.72 $ 0.63
_________ _________
_________ _________
Weighted average number of common
and common equivalent shares
outstanding 226.9 229.3
_________ _________
_________ _________
Cash dividends declared per common
share $ 0.237 $ 0.208
_________ _________
_________ _________
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars and shares in millions except per share amounts)
TWENTY-SIX WEEKS ENDED
NOV 26, NOV 27,
1995 1994
_________ _________
Net sales $13,062.7 $12,534.5
_________ _________
Costs and expenses:
Cost of goods sold 11,311.8 10,899.1
Selling, administrative and
general expenses 1,169.9 1,120.3
Interest expense, net 153.5 142.8
_________ _________
12,635.2 12,162.2
_________ _________
Income before equity in earnings of
affiliates and income taxes 427.5 372.3
Equity in earnings of affiliates 3.4 5.5
_________ _________
Income before income taxes 430.9 377.8
Income taxes 176.7 151.1
_________ _________
Net income 254.2 226.7
Less preferred dividends 8.6 12.0
_________ _________
Net income available for common stock $ 245.6 $ 214.7
_________ _________
_________ _________
Earnings per common and common
equivalent share $ 1.08 $ 0.94
_________ _________
_________ _________
Weighted average number of common
and common equivalent shares
outstanding 227.2 228.9
_________ _________
_________ _________
Cash dividends declared per common
share $ 0.445 $ 0.388
_________ _________
_________ _________
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 26, NOV 27,
Decrease in Cash and Cash Equivalents 1995 1994
_________ _________
Cash flows from operating activities:
Net income $ 254.2 $ 226.7
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and other amortization 163.8 153.0
Goodwill amortization 36.0 34.6
Other noncash items (includes nonpension
postretirement benefits) 27.7 21.5
Change in assets and liabilities before
effects from business acquisitions (2,374.7) (2,212.7)
_________ _________
Net cash flows from operating activities (1,893.0) (1,776.9)
_________ _________
Cash flows from investing activities:
Sale of property, plant and equipment 31.9 5.6
Additions to property, plant and equipment (285.7) (175.1)
Payment for business acquisitions (454.0) (322.3)
Decrease in notes receivable-Monfort Finance
Company 30.1 54.9
Other items 26.1 (42.0)
_________ _________
Net cash flows from investing activities (651.6) (478.9)
_________ _________
Cash flows from financing activities:
Net short term borrowings 3,084.2 2,262.9
Decrease in accounts receivable sold - (100.0)
Proceeds from exercise of employee stock
options 31.5 10.0
Cash dividends paid (105.9) (97.2)
Repayment of long-term debt (54.3) (84.2)
Treasury stock purchases (399.1) -
Issuance of preferred securities of
a subsidiary company - 175.0
Employee Equity Fund stock transactions 7.5 9.0
Other items (32.9) (26.7)
_________ _________
Net cash flows from financing activities 2,531.0 2,148.8
_________ _________
Net decrease in cash & cash equivalents (13.6) (107.0)
Cash and cash equivalents at beginning of year 60.0 166.4
_________ _________
Cash and cash equivalents at end of period $ 46.4 $ 59.4
_________ _________
_________ _________
The accompanying notes are an integral part of the
consolidated financial statements.
CONAGRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOVEMBER 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 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):
NOV 26, MAY 28, NOV 27,
1995 1995 1994
_________ _________ _________
Hedged commodities $ 1,350.2 $ 925.4 $ 1,035.2
Food products and livestock 1,341.3 1,232.2 1,333.9
Agricultural chemicals,
fertilizer and feed 465.8 323.1 422.8
Retail merchandise 173.7 196.4 188.7
Other, principally
ingredients and supplies 630.0 490.2 634.2
_________ _________ _________
$ 3,961.0 $ 3,167.3 $ 3,614.8
_________ _________ _________
_________ _________ _________
(3) ConAgra acquired all outstanding common stock of
Canada Malting Co. Limited, one of the world's
largest producers of malted barley for approximately
US$ 300 million, pursuant to a tender offer
commenced in September 1995 and a statutory
amalgamation completed in December 1995. 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 incentive 0.3 1.1 0.1 (0.1) 1.4
EEF* stock option,
incentive and
other employee
benefit plans (1.9) 51.4 49.5
Fair market
valuation of
EEF shares 119.1 (119.1) -
Acquisitions 0.1 0.3 0.4
Conversion of
preferred stock 0.1 (117.7) 444.6 327.0
Shares acquired
Incentive plans (5.4) 0.4 (5.0)
Treasury shares
purchased (399.1) (399.1)
Foreign currency
translation
adjustment 15.6 15.6
Cash dividends
declared (107.8) (107.8)
Net income 254.2 254.2
__________ __________ __________ __________ __________ __________ __________
Balance 11/26/95 $ $1,264.8 $ $410.8 $ $1,858.9 $ ($29.3)$ ($166.7)$ ($706.9) $ $2,631.6
__________ __________ __________ __________ __________ __________ __________
__________ __________ __________ __________ __________ __________ __________
*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
48 Superfund, proposed Superfund or state-equivalent
sites. Beatrice has paid or is in the process of paying
its liability share at 35 of these sites. Beatrice's
known volumetric contribution exceeds 4% at seven 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) On October 16, 1995 the company called for
redemption on November 30, 1995 all of its Class E
$25.00 cumulative convertible preferred stock. The
redemption price is $25.76819 per share,
representing $25.48225 per share of preferred stock
plus accrued and unpaid dividends to and including
November 30, 1995. Holders of the preferred stock,
as an alternative to redemption prior to the
redemption date, could convert each preferred share
held into 1.017728 shares of the company's common
stock. As of November 26, 1995, 13,077,319 shares of
Class E preferred stock, at a par value of $327.0
million, had been converted into shares of common
stock. Since February 1995, the Company has
purchased, in the open market, 14,436,587 shares of
common stock at an aggregate cost of $516.8 million
to cover the conversion of the Class E preferred stock.
(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 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 1996, the Company's
capital investment (working capital plus noncurrent assets)
decreased $270.2 million. Working capital decreased
$863.0 million and noncurrent assets increased $592.8 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 decrease in payables to
customers and margin deposits and segregated funds from
the prior year first half is the result of the sale of
Geldermann, Inc. during the third quarter of fiscal 1995.
The increase in property, plant and equipment over second
quarter of fiscal 1995 of $520.4 million is primarily due
to business acquisitions and normal additions.
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 26,1995, senior long-term debt
was 31 percent of total long-term debt plus equity compared
to 30 percent at May 28,1995 and 27 percent at November 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
NOV. 26, 1995 & NOV. 27, 1994
THIRTEEN WEEKS TWENTY-SIX WEEKS
DOLLARS % DOLLARS %
________________________________
Net sales 337.7 5.4 528.2 4.2
Cost of goods sold 285.1 5.3 412.7 3.8
Gross profit 52.6 5.9 115.5 7.1
Selling, administrative
and general expenses 16.4 2.9 49.6 4.4
Interest expense, net 3.5 4.7 10.7 7.5
Income before equity in
earnings of affiliates and
income taxes 32.7 13.2 55.2 14.8
Equity in earnings of
affiliates 0.8 28.6 (2.1) (38.2)
Income before income taxes 33.5 13.4 53.1 14.1
Income taxes 16.3 16.3 25.6 16.9
Net income 17.2 11.5 27.5 12.1
Earnings per common and common
equivalent share 0.09 14.3 0.14 14.9
All three of ConAgra's industry segments, Food Inputs &
Ingredients, Refrigerated Foods and Grocery/Diversified
Products increased operating profit in fiscal 1996's
second quarter and first half versus the same periods in fiscal
1995.
Sources of increased sales and expenses during the second
quarter and first half included the international trading
businesses, the crop protection chemical business, the grain
processing businesses, the pork business and the grocery
products businesses. Those increases were partially offset by
sales and expense declines in the red meat business and the
Australian meat business. Acquisitions, as well as unit volume
increases, contributed to ConAgra's second quarter and first
half sales growth, partially offset by the divestiture of
non-core businesses.
In the Grocery/Diversified segment, Hunt-Wesson and the
Lamb-Weston potato products business achieved earnings growth
in the second quarter and first half. Consumer Frozen Foods'
operating profit declined in the second quarter but was up for
the first half. Acquisitions contributed to the
Grocery/Diversified segment's earnings growth in both periods.
In the Refrigerated Foods segment, second quarter and first
half operating profit growth was driven by the U.S. beef
business, turkey products and cheese products. Chicken products
results improved in the second quarter and first half.
Operating profit declined in both periods in packaged meats,
pork products and Australia beef.
In the Food Inputs & Ingredients industry segment, the
principal sources of second quarter and first half operating
profit growth were grain merchandising and management actions
last year to eliminate unhealthy businesses. Crop input
operating profit was up in both periods. Grain Processing
operating profit was up in the second quarter but down in the
first half. Specialty Retailing earnings declined 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.
Weighted average shares outstanding decreased in fiscal 1996's
second quarter and first half over the sames periods in fiscal
1995 primarily as a result of common stock repurchases.
Preferred dividends decreased because of the conversion of
Class E preferred stock.
ConAgra is in the process of divesting certain non-core
businesses and is planning a joint venture arrangement for
a recently acquired business. 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). 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 October 16, 1995 that it would redeem
on November 30, 1995 all of the outstanding shares of its $25
Class E Cumulative Convertible Voting Preferred Stock ("Class E
Preferred Stock") at a redemption price of $25.48225 per share plus
accrued and unpaid dividends thereon to the redemption date. The
notice stated that holders of the Class E 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 1.017728 shares of
common stock per share of preferred stock. The redemption
transaction was completed on November 30, 1995. An aggregate of
14,177,159 shares of Class E Preferred Stock were converted into
shares of Common Stock. An aggregate of 18,336 shares of Class E
Preferred Stock were redeemed for cash.
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. At December 26, 1995, ConAgra had outstanding
24,450 shares of Class D Preferred Stock.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS.
3.1 - Certificate of Elimination relating to Class B,
Class C and Class E Preferred Stock.
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 Form 8-K report dated October 16,
1995 reporting that ConAgra had given notice that
it would redeem on November 30, 1995 all of the
outstanding shares of its $25 Class E Cumulative
Convertible Voting Preferred Stock. See Item 5
above.
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 10 day of January, 1996. EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
3.1 - Certificate of Elimination relating
to Class B, Class C and Class E
Preferred Stock............................. 18
12 - Statement regarding computation of ratio
of earnings to fixed charges, and ratio
of earnings to combined fixed charges
and preferred dividends..................... 20
27 - Financial Data Schedule.....................
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 FIFTEENTH DAY OF DECEMBER, A.D. 1995, AT 9 O'CLOCK
A.M.
[GREAT SEAL OF THE STATE OF DELAWARE]
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEWCASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ Edward J. Freel
______________________________
Edward J. Freel, Secretary of State
[SEAL]
AUTHENTICATION: 7753142
0818944 8100
DATE: 12-15-95
950295608
<PAGE>
CERTIFICATE OF ELIMINATION
OF STATEMENTS OF RESOLUTIONS AND CERTIFICATES OF DESIGNATION
FOR CERTAIN SERIES OF CLASS B, CLASS C and CLASS E PREFERRED
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 Series 1, 2, 3, 4, 5, 6 or 7
Class B Preferred Stock (the "Prior Series Class B
Preferred Stock"), Series 1, 2 or 3 Class C Preferred
Stock (the "Prior Series Class C Preferred Stock") or the
$2,500 Class E Cumulative Convertible Voting Preferred
Stock or $25 Class E Cumulative Convertible Voting
Preferred Stock (the "Prior Series Class E Preferred
Stock") remain outstanding, it is hereby:
"RESOLVED, that no additional shares of the Prior
Series Class B Preferred Stock, Prior Series Class C
Preferred Stock or Prior Series Class E Preferred Stock
will be issued pursuant to the terms of the Certificates
of Designation or Statements of Resolution of each such
series of Preferred Stock;
"FURTHER RESOLVED, that the officers of the
Corporation are duly authorized to file a certificate
with the Secretary of State of Delaware eliminating from
the Certificate of Incorporation all matters set forth in
each Certificate of Designation or Statement of
Resolution for the Prior Series Class B Preferred Stock,
Prior Series Class C Preferred Stock and Prior Series
Class E Preferred Stock in respect of each such series of
such Preferred Stock."
Upon the effective date of the filing of this Certificate,
there shall be eliminated from the Certificate of Incorporation all
matters set forth in the Certificates of Designation or Statements
of Resolution, with respect to the Prior Series Class B Preferred
Stock, Prior Series Class C Preferred Stock and Prior Series Class
E Preferred Stock, in respect of each such series of such Preferred
Stock.
IN WITNESS WHEREOF, ConAgra, Inc. has caused its corporate
seal to be hereunto affixed and this Certificate to be signed by
J. P. O'Donnell, its Senior Vice President and Chief Financial
Officer, and attested by L. B. Thomas, its Senior Vice President
and Secretary, this 8th day of December, 1995.
ConAgra, Inc.
By: /s/ J. P. O'Donnell
_________________________
Senior Vice President and
Chief Financial Officer
Attest:
By: /s/ L. B. Thomas
___________________________________
Senior Vice President and Secretary
EXHIBIT 12
CONAGRA, INC. AND SUBSIDIARIES
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED
CHARGES AND OF EARNINGS TO COMBINED FIXED
CHARGES & PREFERRED STOCK DIVIDENDS
($ IN MILLIONS)
Six
Months Ended
November 26,
1995
____________
Fixed charges:
Interest expense $ 178.5
Capitalized interest 2.3
Interest in cost of goods sold 10.1
One third of non-cancellable lease rent 20.4
------------
Total fixed charges (A) 211.3
Add preferred stock dividends of the company 14.6
------------
Total fixed charges and preferred stock
dividends (B) 225.9
============
Earnings:
Pretax income 430.9
Adjustment for unconsolidated subidiaries 1.0
------------
Pretax income of the Company as a whole 431.9
Add fixed charges 211.3
Less capitalized interest (2.3)
------------
Earnings and fixed charges (C) 640.9
============
Ratio of earnings to fixed charges (C/A) 3.0
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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<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-26-1996
<PERIOD-END> NOV-26-1995
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<ALLOWANCES> 68000
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27900
525000
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