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 August 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
September 22, 1996 was 240,757,570.
PART I - FINANCIAL INFORMATION
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
AUG 25, MAY 26, AUG 27,
1996 1996 1995
_________ _________ _________
ASSETS
Current assets:
Cash and cash equivalents $ 34.5 $ 113.7 $ 92.2
Receivables, less allowance for
doubtful accounts of $61.5, $52.1
and $61.3 2,376.7 1,428.4 2,472.3
Inventory:
Hedged commodities 904.8 1,369.4 1,037.9
Other 2,521.9 2,204.0 2,471.8
_________ _________ _________
Total inventory 3,426.7 3,573.4 3,509.7
Prepaid expenses 439.4 451.4 401.5
_________ _________ _________
Total current assets 6,277.3 5,566.9 6,475.7
_________ _________ _________
Property, plant and equipment:
Cost 5,022.3 4,971.3 4,666.2
Less accumulated depreciation 1,948.9 1,915.0 1,800.5
Less valuation reserve related
to restructuring 176.8 235.8 -
_________ _________ _________
Property, plant and equipment, net 2,896.6 2,820.5 2,865.7
Brands, trademarks and goodwill, at
cost less accumulated amortization 2,457.3 2,405.6 2,519.1
Other assets 390.4 403.6 429.7
_________ _________ _________
$12,021.6 $11,196.6 $12,290.2
_________ _________ _________
_________ _________ _________
The accompanying notes are an integral part of the consolidated
financial statements.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
AUG 25, MAY 26, AUG 27,
1996 1996 1995
_________ _________ _________
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 3,521.5 $ 416.3 $ 3,062.5
Current installments of
long-term debt 80.2 142.5 108.1
Accounts payable 861.5 1,856.9 1,004.1
Advances on sales 190.6 1,390.9 190.2
Other accrued liabilities 1,408.6 1,387.1 1,463.1
_________ _________ _________
Total current liabilities 6,062.4 5,193.7 5,828.0
_________ _________ _________
Senior long-term debt, excluding
current installments 1,502.3 1,512.9 1,664.2
Other noncurrent liabilities 959.9 959.5 920.4
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 - - 269.5
Common stockholders' equity:
Common stock of $5 par value,
authorized 1,200,000,000 shares,
issued 253,025,715, 252,990,917
and 252,922,486 1,265.1 1,264.9 1,264.6
Additional paid-in capital 434.4 423.1 513.7
Retained earnings 1,726.1 1,683.5 1,748.1
Foreign currency translation
adjustment (33.3) (39.1) (45.2)
Less treasury stock, at cost, common
shares 12,278,568, 9,834,464
and 12,353,384 (497.4) (390.0) (414.8)
_________ _________ _________
2,894.9 2,942.4 3,066.4
Less unearned restricted stock and
value of 15,271,433, 16,014,644 and
18,239,477 common shares held in EEF (672.9) (686.9) (733.3)
_________ _________ _________
Total common stockholders' equity 2,222.0 2,255.5 2,333.1
_________ _________ _________
$12,021.6 $11,196.6 $12,290.2
_________ _________ _________
_________ _________ _________
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
AUG 25, AUG 27,
1996 1995
_________ _________
Net sales $ 6,404.3 $ 6,436.2
_________ _________
Costs and expenses:
Cost of goods sold 5,612.4 5,634.4
Selling, administrative and
general expenses 559.0 578.3
Interest expense, net 70.1 75.9
_________ _________
6,241.5 6,288.6
_________ _________
Income before income taxes 162.8 147.6
Income taxes 66.7 60.5
_________ _________
Net income 96.1 87.1
Less preferred dividends - 5.1
_________ _________
Net income available for common stock $ 96.1 $ 82.0
_________ _________
_________ _________
Earnings per common and common
equivalent share $ 0.42 $ 0.36
_________ _________
_________ _________
Weighted average number of common
and common equivalent shares
outstanding 228.9 227.5
_________ _________
_________ _________
Cash dividends declared per common
share $ 0.238 $ 0.208
_________ _________
_________ _________
The accompanying notes are an integral part of the
consolidated financial statements.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
THIRTEEN WEEKS ENDED
AUG 25, AUG 27,
Increase (decrease) in Cash and Cash Equivalents 1996 1995
_________ _________
Cash flows from operating activities:
Net income $ 96.1 $ 87.1
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and other amortization 88.0 87.2
Goodwill amortization 17.2 17.7
Other noncash items (includes nonpension
postretirement benefits) 10.3 16.7
Change in assets and liabilities before
effects from business acquisitions (2,980.1) (2,600.0)
_________ _________
Net cash flows from operating activities (2,768.5) (2,391.3)
_________ _________
Cash flows from investing activities:
Sale of property, plant and equipment 5.9 8.6
Additions to property, plant and equipment (124.4) (120.9)
Payment for business acquisitions (76.7) (162.7)
Monfort Finance Company notes receivable
and other items 11.2 40.2
_________ _________
Net cash flows from investing activities (184.0) (234.8)
_________ _________
Cash flows from financing activities:
Net short term borrowings 3,105.2 3,062.5
Cash dividends paid (53.9) (53.1)
Repayment of long-term debt (78.4) (46.5)
Treasury stock purchases (105.4) (311.6)
Employee Equity Fund stock transactions 4.4 1.9
Other items 1.4 5.1
_________ _________
Net cash flows from financing activities 2,873.3 2,658.3
_________ _________
Net increase (decrease) in cash & cash equivalents (79.2) 32.2
Cash and cash equivalents at beginning of year 113.7 60.0
_________ _________
Cash and cash equivalents at end of period $ 34.5 $ 92.2
_________ _________
_________ _________
The accompanying notes are an integral part of the
consolidated financial statements.
CONAGRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AUGUST 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 1996 annual
report, which report was incorporated by reference in
Form 10-K for the fiscal year ended May 26, 1996.
(2) The composition of inventories is as follows (in
millions):
AUG 25, MAY 26, AUG 27,
1996 1996 1995
__________ __________ __________
Hedged commodities $ 904.8 $ 1,369.4 $ 1,037.9
Food products and livestock 1,257.5 1,219.9 1,253.8
Agricultural chemicals,
fertilizer and feed 654.9 399.4 583.8
Retail merchandise 120.0 122.7 180.2
Other, principally
ingredients and supplies 489.5 462.0 454.0
__________ __________ __________
$ 3,426.7 $ 3,573.4 $ 3,509.7
__________ __________ __________
__________ __________ __________
(3) On August 29, 1996, the Company purchased certain
assets of Gilroy Foods from McCormick & Company, Inc.
for approximately $132 million in cash.
Gilroy Foods, based in Gilroy, California,
manufactures dehydrated garlic and onion products
principally for industrial markets. Gilroy Foods'
sales in 1995 were approximately $200 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 5/26/96 $ $1,264.9 $ $423.1 $ $1,683.5 $ ($39.1)$ ($390.0)$ ($686.9) $ $2,255.5
Shares issued
Stock option and
incentive plans 0.1 0.2 0.3
EEF*: stock option,
incentive and
other employee
benefit plans 24.3 24.3
Fair market
valuation of
EEF shares 7.6 (7.6) -
Acquisitions 0.1 (20.8) 0.5
Shares acquired
Incentive plans (2.0) 0.4 (1.6)
Treasury shares
purchased (105.4) (105.4)
Foreign currency
translation
adjustment 5.8 5.8
Cash dividends
declared -
common stock (53.5) (53.5)
Net income 96.1 96.1
__________ __________ __________ __________ __________ __________ __________
Balance 8/25/96 $ $1,265.1 $ $434.4 $ $1,726.1 $ ($33.3)$ ($497.4)$ ($672.9) $ $2,222.0
__________ __________ __________ __________ __________ __________ __________
__________ __________ __________ __________ __________ __________ __________
*Employee Equity Fund
</TABLE>
(5) In fiscal 1991, 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.
As a result of a settlement reached with the
Internal Revenue Service in fiscal 1995, ConAgra
released $230.0 million of a valuation allowance and
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 its fiscal
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 44 Superfund, proposed Superfund or
state-equivalent sites. Beatrice has paid or is in
the process of paying its liability share at 41 of
these 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 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) 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.
(7) On October 3, 1996, the Company issued $400 million
of senior notes with an interest rate of 7.125% due
October 1, 2026 and redeemable at the option of the
holders on October 1, 2006. The notes were priced at
99.375% of par.
CONAGRA, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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
1997 first quarter are not necessarily indicative of
results which may be attained in the future.
FINANCIAL CONDITION
Versus fiscal year end 1996, the Company's capital
investment (working capital plus noncurrent assets)
decreased $43.7 million. Working capital decreased
$158.3 million and noncurrent assets increased $114.6
million. The decrease in working capital resulted from an
increase in short term debt due to business acquisitions,
normal property, plant and equipment additions, from
treasury stock purchases and a normal seasonal increase in
accounts receivable.
The Company's objective is that senior long-term debt
normally will not exceed 30 percent of total long-term debt
plus equity. This objective was met for all periods presented.
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
AUG. 25, 1996 & AUG. 27, 1995
THIRTEEN WEEKS
DOLLARS %
________________
Net sales (31.9) (0.5)
Cost of goods sold (22.0) (0.4)
Gross profit (9.9) (1.2)
Selling, administrative
and general expenses (19.3) (3.3)
Interest expense, net (5.8) (7.6)
Income before income taxes 15.2 10.3
Income taxes 6.2 10.2
Net income 9.0 10.3
Preferred Dividends (5.1) (100.0)
Net Income available for
common stock 14.1 17.2
Earnings per common and
common equivalent share 0.06 16.7
Two of ConAgra's industry segments, Food Inputs & Ingredients
and Grocery/Diversified Products increased operating profit in
the first quarter of fiscal 1997 versus the same period in
fiscal 1996. The increase in those segments was somewhat
offset by a decrease in the Refrigerated Foods segment first
quarter operating profit.
ConAgra's total sales in the first quarter were about even
with the same period last year, while costs and expenses were
down versus the first quarter of fiscal 1996. Sources of
increased sales and related cost of goods sold during the
first quarter of fiscal 1997 were the Grocery/Diversified
Products segment and the inputs and grain processing
businesses in the Food Inputs & Ingredients segment.
Refrigerated Foods segment sales and related cost of sales
declined in the first quarter, mainly due to beef and poultry
business dispositions in fiscal 1996 and lower selling prices
in the beef business. Selling, general and administrative
expenses for all segments in the first quarter of fiscal 1997
were lower than the same period in fiscal 1996. Consequently,
net income increased $9 million in the first quarter of fiscal
1997 versus the same period last year.
In the Grocery/Diversified Products industry segment,
operating profit increased 19 percent and sales increased 9
percent in fiscal 1997's first quarter versus fiscal 1996's
first quarter. Unit volume growth in the two largest Grocery
Products businesses, Hunt-Wesson and ConAgra Frozen Foods,
contributed to increased operating profit. Golden Valley
Microwave Foods also increased operating profit. The
Lamb-Weston potato products business had earnings below last
year's results.
In ConAgra's Food Inputs & Ingredients industry segment,
operating profit increased 20 percent and sales increased 1
percent in fiscal 1997's first quarter versus fiscal 1996's
first quarter. Excluding business dispositions during and
after fiscal 1996's first quarter, segment sales increased
nearly 5 percent. Grain merchandising was the largest source
of the Food Input & Ingredients segment's operating profit
growth. Flour milling, Europe processing operations, the dry
edible beans business, commodity services and specialty
retailing contributed to segment profit growth. Crop input
earnings declined as weather conditions delayed planting and
deferred sales of crop protection chemicals and fertilizer.
In ConAgra's Refrigerated Foods industry segment, operating
profit decreased 8 percent and sales decreased 4 percent in
fiscal 1997's first quarter versus fiscal 1996's first
quarter. First quarter earnings were on plan. The sales
decline was caused by beef and poultry business dispositions
last year and lower selling prices in the U.S. beef industry.
In the U.S. beef business, first quarter operating profit
declined compared to last year, while pork products
increased its operating profit. High grain-based feed
ingredients caused poulty products operating profit to
decline. Processed meats earnings were down, while cheese
products earnings rose.
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.
Summarizing ConAgra's results for fiscal 1997's first quarter
compared to fiscal 1996's first quarter: earnings per share 42
cents, up 17 percent from 36 cents; net income available for
common stock (net income minus preferred dividends) $96.1
million, up 17 percent from $82.0 million; net sales $6.40
billion down from $6.44 billion due to business dispositions
and lower beef selling prices.
Fiscal 1997 first quarter earnings per share growth of 17
percent is consistent with the 17 percent increase in net
income available for common stock, the net earnings measure
which includes comparable financing expense. ConAgra redeemed
the company's Class E preferred stock during fiscal 1996's
second quarter. The reduction of $5.1 million in preferred
dividends from fiscal 1996's first quarter to fiscal 1997's
first quarter is approximately offset by the expense of
financing the Class E preferred stock redemption.
Weighted average shares outstanding increased in fiscal 1997's
first quarter over fiscal 1996's first quarter as a result of
common stock repurchases in fiscal 1996's first quarter in
anticipation of the conversion of the Class E preferred stock.
CONAGRA, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.
ConAgra's annual meeting of stockholders was held on
September 26, 1996. The stockholders elected five directors to
serve three-year terms and ratified the appointment of Deloitte &
Touche to examine ConAgra's financial statements. Voting on these
items was as follows:
1. ELECTION OF DIRECTORS.
FOR WITHHELD
R. W. Roskens 199,838,041 5,070,336
J. J. Thompson 201,113,459 3,794,918
F. B. Wells 199,893,040 5,015,337
T. R. Williams 200,131,198 4,777,179
C. Yeutter 201,069,615 3,838,762
2. RATIFICATION OF ACCOUNTANTS
FOR: 204,979,362
AGAINST: 750,086
ABSTAIN: 1,076,960
BROKER/NON-VOTES: -0-
ITEM 5. OTHER INFORMATION.
On September 26, 1996, ConAgra's Board of Directors
established committees of the Board of Directors as follows:
Executive Committee consisting of Charles M. Harper (Chairman),
Philip B. Fletcher, Walter Scott, Jr., Gerald Rauenhorst and Bruce
Rohde; Audit Committee consisting of Walter Scott, Jr. (Chairman),
Robert A. Krane, Jane J. Thompson and Frederick B. Wells; Human
Resources Committee consisting of Carl Reichardt (Chairman),
Thomas R. Williams and Clayton Yeutter; and Corporate Affairs
Committee consisting of William G. Stocks (Chairman), Ronald W.
Roskens, Marjorie M. Scardino and Gerald Rauenhorst.
On September 26, 1996, ConAgra's Board of Directors approved
a 14.7% increase in the Company's common stock dividend. A
quarterly common stock dividend of $.2725 per share was declared
payable December 2, 1996 to stockholders of record November 1,
1996. The new indicated annual dividend rate is $1.09 per share,
up from $.95 per share.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS.
12 - Statement regarding computation of ratio
of earnings to fixed charges.
4 - Form of Note in connection with the
Company's sale of senior notes on
October 3, 1996.
(B) REPORTS ON FORM 8-K.
ConAgra filed a report on Form 8-K dated August 26,
1996 reporting that ConAgra's Board of Directors
had (i) elected Bruce Rohde a member of the Board
of Directors, Vice Chairman of the Board and
President of ConAgra, and (ii) formed an Office of
the Chairman consisting of Philip B. Fletcher,
Bruce Rohde and Leroy Lochmann.
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 8th day of October, 1996.
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
4 - Form of Note in connection with the
Company's sale of senior notes on
October 3, 1996..............................
12 - Statement regarding computation of ratio
of earnings to fixed charges.................
This Note is a Registered Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee of the Depositary. Unless and until it is exchanged in whole or in
part for Notes in definitive registered form, this Note may not be transferred
except as a whole by the Depositary to the nominee of the Depositary or by a
nominee or the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary.
Unless this Note is a presented by an authorized representative of The
Depository Trust Company to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in
the name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment is made to
Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
CONAGRA, INC.
REGISTERED REGISTERED
R- 7-1/8% Senior Note Due October 1, 2026 $
CUSIP 205887AF9
ConAgra, Inc., a Delaware corporation (hereinafter called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to) for value received hereby promises to pay to
or registered assigns, the principal sum of Dollars ($ )
on October 1, 2026, and to pay interest (computed on the basis of a 360-day year
of twelve 30-day months) thereon, semi-annually on April 1 and October 1 in each
year, commencing April 1, 1997, on said principal amount at the rate per annum
specified in the title of this Note, from the April 1 or the October 1, as the
case may be, next preceding the date of this Note to which interest has been
paid or duly provided for, unless the date hereof is a date to which interest
has been paid or duly provided for, in which case from the date of this Note,
or unless no interest has been paid on this Note or duly provided for, in
which case from October 3, 1996 until payment of said principal sum has been
made or duly provided for. Notwithstanding the foregoing, if the date
hereof is after March 15 or September 15, as the case may be, and before the
following April 1 or October 1, this Note shall bear interest from such April
1 or October 1; provided, that if the Company shall default in the payment of
interest due on such April 1 or October 1, then this Note shall bear interest
from the next preceding April 1 or October 1, to which interest has been paid
or duly provided for or, if no interest has been paid on this Note or duly
provided for, from October 3, 1996. The interest, so payable on any April 1
or October 1 will, subject to certain exceptions provided in the Indenture
referred to herein, be paid to the Person in whose name this Note is
registered at the close of business on the March 15 or September 15, as the
case may be, next preceding such April 1 or October 1. Payment of the
principal of and interest on this Note will be made at the office or agency
of the Company maintained for that purpose in New York City, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts. At the option of
the Company, interest may be paid by check to the registered holder hereof
entitled thereto at his last address as it appears on the registry books,
and principal may be paid by check to the registered holder hereof or
other person entitled thereto against surrender of this Note.
This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness (hereinafter called the "Securities") of the Company
of the series hereinafter specified, which series is limited in aggregate
principal amount to $400,000,000, all such Securities issued or to be issued
under and pursuant to an Indenture dated as of October 8, 1990, as supplemented,
(hereinafter referred to as the "Indenture"), between the Company and The Chase
Manhattan Bank, as Trustee (hereinafter referred to as the "Trustee" which term
shall also include any successor or co-trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Securities. As provided in the
Indenture, the Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may be denominated
in currencies other than U.S. dollars (including composite currencies), may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the indenture
provided or permitted. This Note is one of a series of Global Notes (each a
"Global Note") which represent all of the Company's 7-1/8% Senior Notes due
October 1, 2026 (the "Notes").
This Note will be repayable on October 1, 2006 (the "Put Option Date"), at
the option of the Holder, at 100% of its principal amount together with interest
payable to the date of repayment. In order for this Note to be repaid on the Put
Option Date, the Company must receive at the Corporate Trust Office of the
Trustee in the Borough of Manhattan, The City of New York, within the period
commencing August 1, 2006 and ending at the close of business on September 1,
2006 (or, if such September 1 is not a business day, the next succeeding
business day), this Note with the form entitled "Option to Elect Repayment"
on the reverse of or otherwise accompanying this Note is duly completed. Any
such notice received by the Company within period commencing August 1, 2006
and ending at the close of business on September 1, 2006 (or, if such
September 1 is not a business day, the next succeeding business day) shall be
irrevocable. The repayment option may be exercised by the Holder for less
than the entire principal amount of this Note provided the principal amount
which is to be repaid is equal to $1,000 or an integral multiple of $1,000.
All questions as to the validity, eligibility (including time of receipt) and
acceptance of this Note for repayment will be determined by the Company whose
determination will be final and binding.
The Indenture contains provisions for defeasance and discharge at the
Company's option of either the entire principal of all the Securities of any
series or of certain covenants in the Indenture upon compliance by the Company
with certain conditions set forth therein.
If an Event of Default with respect to the Notes, as defined in the
Indenture, shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification or elimination of the rights and
obligations of the Company and the rights of the Holders of the Securities under
the Indenture at any time by the Company with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
outstanding, of each series to be affected thereby, voting as one class. It
is also provided in the Indenture that, with respect to certain defaults or
Events of Default regarding the Securities of any series, prior to any
declaration accelerating the maturity of such Securities, the Holders of a
majority in aggregate principal amount Outstanding of the Securities of such
series (or, in the case of certain defaults or Events of Default, all or
certain series of the Securities) may on behalf of the Holders of all the
Securities of such series (or all or certain series of the Securities, as the
case may be) waive any such past default or Event of Default and its
consequences. The preceding sentence shall not, however, apply to a default
in the payment of the principal of or interest on any of the Securities.
Any such consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Global Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Global Note at the times, place and rate, and in the coin or currency, herein
prescribed.
This Note is a global security registered in the name of a nominee of The
Depository Trust Company as Depository (the "Depository"). Beneficial interests
in the Note will be shown on, and transfers thereof will be effected only
through, records maintained by the Depository and the participants of the
Depository. Except as described below, the Note in certificated form will not
be issued in exchange for the Note.
If the Depositary for the Notes represented by this Global Note is at any
time unwilling or unable to continue as Depositary and a successor Depositary is
not appointed by the Company within ninety days or an Event of Default has
occurred and is continuing with respect to the Notes, the Company will issue
such Notes in definitive form in exchange for this Global Note. In addition,
the Company may at any time and in its sole discretion determine not to have
the Notes represented by one or more Global Notes and, in such event, will
issue Notes in definitive form in exchange for the Global Note or Notes
representing the Notes.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any multiple of $1,000.
Certain terms used in this Note which are defined in the Indenture have
the meanings set forth therein.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
The Company, the Trustee and any agent of the Company or such Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
the purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue and notwithstanding any notation of
ownership or other writing thereon and neither the Company, such Trustee nor
any such agent shall be affected by notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or any indenture supplemental thereto or in any Note,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration for the issue hereof.
Unless the certificate of
authentication hereon has been
executed by or on behalf of the
Trustee for the Notes by manual
signature, this Note shall not be
entitled to any benefit under the
Indenture, nor be valid or obligatory
for any purpose.
Dated: IN WITNESS WHEREOF, the Company
has caused this instrument to
be duly executed under its
corporate seal.
[SEAL]
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION CONAGRA, INC.
This is one of the Securities of the
series designated herein and referred
to in the within mentioned Indenture.
The Chase Manhattan Bank By:_______________________________
as Trustee J. P. O'Donnell
Attest Senior Vice President and
Chief Financial Officer
Authorized Signatory
OPTION TO ELECT REPAYMENT
The undersigned owner of this Security hereby irrevocably elects to have
the Company repay the principal amount of this Security or portion hereof below
designated at 100% of the principal amount of this Security to be repaid plus
accrued interest to the date of repayment.
Dated:
Signature
Sign exactly as name appears on
the front of this Security
[SIGNATURE GUARANTEED --
required only if Securities are
to be issued and delivered to
other than the registered
Holder]
Principal amount to be repaid, if amount to Fill in for registration
be repaid is less than the principal amount of Securities if to be
of this Security (principal amount remaining issued otherwise than to
must be an authorized denomination) the registered Holder:
Name:
$________________________ Address:
(Please print name and address
including zip code)
SOCIAL SECURITY OR OTHER TAXPAYER ID
NUMBER
EXHIBIT 12
CONAGRA, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO
FIXED CHARGES
($ IN MILLIONS)
Three
Months Ended
August 25,
1996
____________
Fixed charges:
Interest expense $ 82.8
Capitalized interest 1.4
Interest in cost of goods sold 4.1
One third of non-cancellable lease rent 9.4
------------
Total fixed charges (A) 97.7
============
Earnings:
Pretax income 162.8
Adjustment for unconsolidated subidiaries 0.2
------------
Pretax income of the Company as a whole 163.0
Add fixed charges 97.7
Less capitalized interest (1.4)
------------
Earnings and fixed charges (B) 259.3
============
Ratio of earnings to fixed charges (B/A) 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.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> may-25-1997
<PERIOD-END> aug-25-1996
<CASH> 34,500
<SECURITIES> 0
<RECEIVABLES> 2,438,200
<ALLOWANCES> 61,500
<INVENTORY> 3,426,700
<CURRENT-ASSETS> 6,277,300
<PP&E> 5,022,300
<DEPRECIATION> 2,125,700
<TOTAL-ASSETS> 12,021,600
<CURRENT-LIABILITIES> 6,062,400
<BONDS> 2,252,300
<COMMON> 1,265,100
0
525,000
<OTHER-SE> 956,900
<TOTAL-LIABILITY-AND-EQUITY> 12,021,600
<SALES> 6,404,300
<TOTAL-REVENUES> 6,404,300
<CGS> 5,612,400
<TOTAL-COSTS> 5,612,400
<OTHER-EXPENSES> 559,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 70,100
<INCOME-PRETAX> 162,800
<INCOME-TAX> 66,700
<INCOME-CONTINUING> 96,100
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 96,100
<EPS-PRIMARY> 0.42
<EPS-DILUTED> 0
</TABLE>
