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 24, 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
December 22, 1996 was 240,116,885.
PART I - FINANCIAL INFORMATION
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
NOV 24, MAY 26, NOV 26,
1996 1996 1995
__________ __________ __________
ASSETS
Current assets:
Cash and cash equivalents $ 78.4 $ 113.7 $ 46.4
Receivables, less allowance for
doubtful accounts of $69.8, $52.1
and $68.0 2,469.1 1,428.4 2,530.7
Inventory:
Hedged commodities 1,338.4 1,369.4 1,350.2
Other 2,741.6 2,204.0 2,610.8
__________ __________ __________
Total inventory 4,080.0 3,573.4 3,961.0
Prepaid expenses 433.7 451.4 384.5
__________ __________ __________
Total current assets 7,061.2 5,566.9 6,922.6
__________ __________ __________
Property, plant and equipment:
Cost 5,192.6 4,971.3 5,175.3
Less accumulated depreciation 2,010.5 1,915.0 1,935.9
Less valuation reserve related
to restructuring 164.8 235.8 -
__________ __________ __________
Property, plant and equipment, net 3,017.3 2,820.5 3,239.4
Brands, trademarks and goodwill, at
cost less accumulated amortization 2,460.2 2,405.6 2,564.9
Other assets 415.8 403.6 449.3
__________ __________ __________
$ 12,954.5 $ 11,196.6 $ 13,176.2
__________ __________ __________
__________ __________ __________
The accompanying notes are an integral part of the consolidated
financial statements.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
NOV 24, MAY 26, NOV 26,
1996 1996 1995
__________ __________ __________
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 2,864.9 $ 416.3 $ 3,112.6
Current installments of
long-term debt 356.4 142.5 129.0
Accounts payable 1,977.1 1,856.9 1,706.9
Advances on sales 244.0 1,390.9 209.1
Other accrued liabilities 1,378.3 1,387.1 1,452.7
__________ __________ __________
Total current liabilities 6,820.7 5,193.7 6,610.3
__________ __________ __________
Senior long-term debt, excluding
current installments 1,557.2 1,512.9 1,727.0
Other noncurrent liabilities 938.4 959.5 904.4
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 - - 27.9
Common stockholders' equity:
Common stock of $5 par value,
authorized 1,200,000,000 shares,
issued 253,058,213, 252,990,917
and 252,957,072 1,265.3 1,264.9 1,264.8
Additional paid-in capital 568.9 423.1 410.8
Retained earnings 1,851.9 1,683.5 1,858.9
Foreign currency translation
adjustment (11.9) (39.1) (29.3)
Less treasury stock, at cost, common
shares 12,828,189, 9,834,464
and 4,846,730 (526.0) (390.0) (166.7)
__________ __________ __________
3,148.2 2,942.4 3,338.5
Less unearned restricted stock and
value of 14,383,996, 16,014,644 and
17,541,528 common shares held in EEF (785.0) (686.9) (706.9)
__________ __________ __________
Total common stockholders' equity 2,363.2 2,255.5 2,631.6
__________ __________ __________
$ 12,954.5 $11,196.6 $ 13,176.2
__________ __________ __________
__________ __________ __________
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
NOV 24, NOV 26,
1996 1995
__________ __________
Net sales $ 6,764.5 $ 6,629.9
__________ __________
Costs and expenses:
Cost of goods sold 5,806.3 5,677.4
Selling, administrative and
general expenses 569.2 591.6
Interest expense, net 72.7 77.6
__________ __________
6,448.2 6,346.6
__________ __________
Income before income taxes 316.3 283.3
Income taxes 129.0 116.2
__________ __________
Net income 187.3 167.1
Less preferred dividends - 3.5
__________ __________
Net income available for common stock $ 187.3 $ 163.6
__________ __________
__________ __________
Earnings per common and common
equivalent share $ 0.82 $ 0.72
__________ __________
__________ __________
Weighted average number of common
and common equivalent shares
outstanding 229.7 226.9
__________ __________
__________ __________
Cash dividends declared per common
share $ 0.272 $ 0.237
__________ __________
__________ __________
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars and shares in millions except per share amounts)
TWENTY-SIX WEEKS ENDED
NOV 24, NOV 26,
1996 1995
__________ __________
Net sales $ 13,168.8 $ 13,066.1
__________ __________
Costs and expenses:
Cost of goods sold 11,418.7 11,311.8
Selling, administrative and
general expenses 1,128.2 1,169.9
Interest expense, net 142.8 153.5
__________ __________
12,689.7 12,635.2
__________ __________
Income before income taxes 479.1 430.9
Income taxes 195.7 176.7
__________ __________
Net income 283.4 254.2
Less preferred dividends - 8.6
__________ __________
Net income available for common stock $ 283.4 $ 245.6
__________ __________
__________ __________
Earnings per common and common
equivalent share $ 1.24 $ 1.08
_________ __________
__________ __________
Weighted average number of common
and common equivalent shares
outstanding 229.3 227.2
__________ __________
__________ __________
Cash dividends declared per common
share $ 0.510 $ 0.445
__________ __________
__________ __________
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 24, NOV 26,
Decrease in Cash and Cash Equivalents 1996 1995
__________ __________
Cash flows from operating activities:
Net income $ 283.4 $ 254.2
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and other amortization 170.5 163.8
Goodwill amortization 34.7 36.0
Other noncash items (includes nonpension
postretirement benefits) (7.9) 27.7
Change in assets and liabilities before
effects from business acquisitions (2,487.2) (2,374.7)
__________ __________
Net cash flows from operating activities (2,006.5) (1,893.0)
__________ __________
Cash flows from investing activities:
Sale of property, plant and equipment 17.9 31.9
Additions to property, plant and equipment (289.0) (285.7)
Payment for business acquisitions (192.5) (454.0)
Monfort Finance Company notes receivable
and other items (51.2) 56.2
__________ __________
Net cash flows from investing activities (514.8) (651.6)
__________ __________
Cash flows from financing activities:
Net short-term borrowings 2,433.3 3,084.2
Proceeds from issuance of long-term debt 397.5 -
Cash dividends paid (107.3) (105.9)
Repayment of long-term debt (140.2) (54.3)
Treasury stock purchases (131.1) (399.1)
Employee Equity Fund stock transactions 8.7 7.5
Other items 25.1 (1.4)
_________ __________
Net cash flows from financing activities 2,486.0 2,531.0
__________ __________
Net decrease in cash & cash equivalents (35.3) (13.6)
Cash and cash equivalents at beginning of year 113.7 60.0
__________ __________
Cash and cash equivalents at end of period $ 78.4 $ 46.4
__________ __________
__________ __________
The accompanying notes are an integral part of the
consolidated financial statements.
CONAGRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOVEMBER 24, 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):
NOV 24, MAY 26, NOV 26,
1996 1996 1995
__________ __________ __________
Hedged commodities $ 1,338.4 $ 1,369.4 $ 1,350.2
Food products and livestock 1,390.2 1,219.9 1,341.3
Agricultural chemicals,
fertilizer and feed 538.3 399.4 465.8
Retail merchandise 118.5 122.7 173.7
Other, principally
ingredients and supplies 694.6 462.0 630.0
__________ __________ __________
$ 4,080.0 $ 3,573.4 $ 3,961.0
__________ __________ __________
__________ __________ __________
(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 0.3 1.0 1.3
EEF*: stock option,
incentive and
other employee
benefit plans 5.4 42.5 47.9
Fair market
valuation of
EEF shares 139.0 (139.0) -
Acquisitions 0.1 0.4 0.5
Shares acquired
Incentive plans (4.9) (1.6) (6.5)
Treasury shares
purchased (131.1) (131.1)
Foreign currency
translation
adjustment 27.2 27.2
Cash dividends
declared -
common stock (115.0) (115.0)
Net income 283.4 283.4
__________ _________ __________ ___________ ___________ _____________________
Balance 11/24/96 $1,265.3 $ $568.9 $1,851.9 ($11.9) ($526.0) ($785.0) $2,363.2
__________ _________ ___________ ___________ ___________ ___________ ___________
__________ _________ ___________ ___________ ___________ ___________ ___________
*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 42 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.
(8) In December, 1996, the Company's Board of Directors
authorized ConAgra to purchase up to five million
shares of the Company's outstanding common stock
from time to time in the open market in continuation
of the Company's systematic pattern of common stock
purchase designed to avoid the dilutive effect on
earnings per share of stock based compensation
programs and acquisitions using stock accounted for
as purchases.
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 second quarter and first half 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)
increased $130.9 million. Working capital decreased
$132.7 million and noncurrent assets increased $263.6
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. At November 24,1996, senior long-term debt
was 30 percent of total long-term debt plus equity compared
to 30 percent at May 26,1996 and 31 percent at November 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
NOV. 24, 1996 & NOV. 26, 1995
THIRTEEN WEEKS TWENTY-SIX WEEKS
DOLLARS % DOLLARS %
________________________________
Net sales 134.6 2.0 102.7 0.8
Cost of goods sold 128.9 2.3 106.9 0.9
Gross profit 5.7 0.6 (4.2) (0.2)
Selling, administrative
and general expenses (22.4) (3.8) (41.7) (3.6)
Interest expense, net (4.9) (6.3) (10.7) (7.0)
Income before income taxes 33.0 11.6 48.2 11.2
Income taxes 12.8 11.0 19.0 10.8
Net income 20.2 12.1 29.2 11.5
Preferred Dividends (3.5) (100.0) (8.6) (100.0)
Net Income available for
common stock 23.7 14.5 37.8 15.4
Earnings per common and
common equivalent share 0.10 13.9 0.16 14.8
Two of ConAgra's industry segments, Food Inputs &
Ingredients and Grocery/Diversified Products increased
operating profit in the second quarter and first half of
fiscal 1997 versus the same periods in fiscal 1996. The
increase in those segments was somewhat offset by a
decrease in the Refrigerated Foods segment second quarter
and first half operating profit.
ConAgra's total sales and cost of sales were both up 2%
in the second quarter and up 1% in the first half of
fiscal 1997 compared to the same periods last year, while
selling, general and administrative expenses were down 4%
in the second quarter and 3% for the first half of fiscal
1997 versus fiscal 1996. Sources of increased sales and
related cost of goods sold during the second quarter and
first half 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 second quarter and first half.
Selling, general and administrative expenses for all
segments in the first half of fiscal 1997 were lower than
the same period in fiscal 1996. For the second quarter
of fiscal 1997 versus the second quarter of fiscal 1996,
selling, general and administrative expenses were lower
in the Refrigerated Foods and Food Inputs & Ingredients
segments and up slightly in the Grocery/Diversified
Products segment. Net income increased $20.2 million in
the second quarter and $29.2 million in the first half
of fiscal 1997 versus the same periods last year.
In the Grocery/Diversified Products segment, operating
profit increased 30 percent in the second quarter and 26
percent in the first half of fiscal 1997 versus the same
periods last year. Sales increased 12 percent in fiscal
1997's second quarter and 10% in the first half versus
the same periods in fiscal 1996. Unit volume growth in
two Grocery Products businesses, Hunt-Wesson and ConAgra
Frozen Foods, contributed to increased operating profit.
The Lamb-Weston potato products business, the Golden
Valley Microwave Foods and the seafood businesses all
contributed to increased operating profit in the second
quarter and first half of fiscal 1997.
In ConAgra's Food Inputs & Ingredients segment,
operating profit increased 15 percent in the second
quarter and 19 percent in the first half of fiscal 1997
compared to the same periods in fiscal 1996. Segment
sales increased 4 percent in the second quarter and 3
percent in the first half. Excluding business
dispositions and acquisitions, first half segment sales
increased nearly 5 percent over the same period last
year. Major sources of the segment's second quarter and
first half operating profit growth included flour
milling, grain merchandising and specialty food
ingredients. Commodity services, Europe processing
operations, the dry edible bean business, specialty
retailing and a private label business all contributed to
segment operating profit growth in both periods. Crop
inputs operating profit increased in the second quarter
but was flat in the first half.
In ConAgra's Refrigerated Foods segment, operating profit
decreased 28 percent in the second quarter and 20 percent
in the first half of fiscal 1997 versus the same periods
in fiscal 1996. Segment sales decreased 3 percent in the
second quarter and 4 percent in the first half of fiscal
1997 primarily due to beef and poultry operations
divested or restructured during and after last year's
second quarter. Branded processed meats operating profit
was up in the second quarter and first half. U.S. beef
operating profit declined in the second quarter and first
half of fiscal 1997 while Australia beef operating
profit improved in both periods. Second quarter and first
half operating profit decreased in the pork business.
However, the Company considers this earnings level to be
satisfactory given the industry's current high cost of
raw materials. Pressured by high feed ingredients costs,
poultry products operating profit was down in both
periods. Cheese business operating profits were down
slightly in the second quarter and up slightly in the
first half.
Operating profit is based on net sales less all identifiable
operating expenses and includes the related equity in earnings
of companies included on the basis of the equity method of
accounting. General corporate expense, interest expense
(except financial businesses), 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 second quarter
compared to fiscal 1996's second quarter: earnings per share 82
cents, up 14 percent from 72 cents; net income available for
common stock (net income minus preferred dividends) $187.3
million, up 14.5 percent from $163.6 million; net sales $6.76
billion up 2 percent from $6.63 billion.
For fiscal 1997's first half: earnings per share $1.24, up
15 percent from $1.08; net income available for common
stock $283.4 million, up 15 percent from $245.6 million;
net sales $13.17 billion up 1 percent from $13.07 billion.
As mentioned, first half and second quarter sales growth
was constrained by business divestitures and restructuring
initiatives.
Fiscal 1997 second quarter and first half earnings per
share growth of 14 percent and 15 percent is consistent
with growth of 14.5 percent and 15 percent 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 last quarter in which preferred
dividends were paid. Preferred dividends of $3.5 million
and $8.6 million in fiscal 1996's second quarter and first
half are approximately offset in fiscal 1997's second
quarter and first half by the expense of financing the
Class E preferred stock redemption.
Weighted average shares outstanding increased in fiscal
1997's second quarter and first half over the same
periods in fiscal 1996 primarily as a result of common
stock repurchases in fiscal 1996's first half for
conversion of the Class E preferred stock which occurred
in the latter part of fiscal 1996's second quarter.
CONAGRA, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
On December 12, 1996, Mogens C. Bay and Kenneth E. Stinson
were elected to ConAgra's board of directors. Mr. Bay, age 47, is
President and Chief Executive Officer of Valmont Industries, Inc.
Mr. Stinson, age 54, is Chairman and Chief Executive Officer of
Kiewit Construction Group, Inc. and Executive Vice President of
parent company Peter Kiewit Sons', Inc.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS.
12 - Statement regarding computation of ratio
of earnings to fixed charges.
(B) REPORTS ON FORM 8-K.
None.
CONAGRA, INC.
By: /s/ James P. O'Donnell
_________________________
James P. O'Donnell
Senior Vice President and
Chief Financial Officer
By: /s/ Kenneth W. DiFonzo
_________________________
Kenneth W. DiFonzo
Vice President and Controller
Dated this 8 day of January, 1997.
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
12 - Statement regarding computation of ratio
of earnings to fixed charges............. 18
EXHIBIT 12
CONAGRA, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO
FIXED CHARGES
($ IN MILLIONS)
Six
Months Ended
November 24,
1996
____________
Fixed charges:
Interest expense $ 165.7
Capitalized interest 4.0
Interest in cost of goods sold 9.9
One third of non-cancellable lease rent 18.8
------------
Total fixed charges (A) 198.4
============
Earnings:
Pretax income 479.1
Adjustment for unconsolidated subidiaries (0.4)
------------
Pretax income of the Company as a whole 478.7
Add fixed charges 198.4
Less capitalized interest (4.0)
------------
Earnings and fixed charges (B) 673.1
============
Ratio of earnings to fixed charges (B/A) 3.4
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> 6-MOS
<FISCAL-YEAR-END> MAY-25-1997
<PERIOD-END> NOV-24-1996
<CASH> 78400
<SECURITIES> 0
<RECEIVABLES> 2538900
<ALLOWANCES> 69800
<INVENTORY> 4080000
<CURRENT-ASSETS> 7061200
<PP&E> 5192600
<DEPRECIATION> 2175300
<TOTAL-ASSETS> 12954500
<CURRENT-LIABILITIES> 6820700
<BONDS> 2307200
0
525000
<COMMON> 1265300
<OTHER-SE> 1097900
<TOTAL-LIABILITY-AND-EQUITY> 12954500
<SALES> 13168800
<TOTAL-REVENUES> 13168800
<CGS> 11418700
<TOTAL-COSTS> 11418700
<OTHER-EXPENSES> 1128200
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 142800
<INCOME-PRETAX> 479100
<INCOME-TAX> 195700
<INCOME-CONTINUING> 283400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 283400
<EPS-PRIMARY> 1.24
<EPS-DILUTED> 0
</TABLE>
