<PAGE>
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 23, 1997
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 21,
1997, was 475,529,134.
1
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In millions except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
------------------------- --------------------------
NOV. 23, NOV. 24, NOV. 23, NOV. 24,
1997 1996 1997 1996
---------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Net sales $ 6,433.6 $ 6,590.2 $ 12,574.0 $ 12,747.7
Costs and expenses
Cost of goods sold 5,434.5 5,632.0 10,732.8 10,997.6
Selling, administrative and general expenses 580.0 569.2 1,166.9 1,128.2
Interest expense, net 75.2 72.7 148.3 142.8
---------- ---------- ----------- -----------
6,089.7 6,273.9 12,048.0 12,268.6
---------- ---------- ----------- -----------
Income before income taxes 343.9 316.3 526.0 479.1
Income taxes 133.3 129.0 205.2 195.7
---------- ---------- ----------- -----------
NET INCOME $ 210.6 $ 187.3 $ 320.8 $ 283.4
========== ========== =========== ===========
NET INCOME PER COMMON AND COMMON
EQUIVALENT SHARE $ 0.460 $ 0.408 $ 0.700 $ 0.618
========== ========== =========== ===========
Weighted average number of common and
common equivalent shares outstanding 458.0 459.3 458.5 458.6
========== ========== =========== ===========
Cash dividends declared per common share $ 0.1563 $ 0.1362 $ 0.2925 $ 0.2550
========== ========== =========== ===========
</TABLE>
See notes to the condensed consolidated financial statements.
2
<PAGE>
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
(unaudited)
<TABLE>
<CAPTION>
NOV. 23, MAY 25, NOV. 24,
1997 1997 1996
------- ------ -------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 62.2 $ 105.8 $ 78.4
Receivables, less allowance for
doubtful accounts of $78.5, $67.2
and $69.8 2,500.7 1,367.6 2,469.1
Inventories 4,095.5 3,342.9 4,080.0
Prepaid expenses 381.7 388.7 433.7
--------- --------- ---------
Total current assets 7,040.1 5,205.0 7,061.2
--------- --------- ---------
Property, plant and equipment
Cost 5,342.5 5,274.3 5,192.6
Less
Accumulated depreciation (2,129.4) (2,031.8) (2,010.5)
Valuation reserve related to restructuring - - (164.8)
--------- --------- ---------
Property, plant and equipment, net 3,213.1 3,242.5 3,017.3
Brands, trademarks and goodwill, at cost
less accumulated amortization 2,402.6 2,434.0 2,460.2
Other assets 404.2 395.6 415.8
--------- --------- ---------
Total assets $13,060.0 $11,277.1 $12,954.5
========= ========= =========
</TABLE>
See notes to the condensed consolidated financial statements.
3
<PAGE>
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions except per share amount)
(unaudited)
<TABLE>
<CAPTION>
NOV. 23, MAY 25, NOV. 24,
1997 1997 1996
------- ------ -------
<S> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes payable $ 3,001.5 $ 529.0 $ 2,864.9
Current installments of long-term debt 78.0 352.9 356.4
Accounts payable 1,879.5 1,894.7 1,977.1
Advances on sales 245.4 766.5 244.0
Other accrued liabilities 1,491.6 1,446.5 1,378.3
--------- --------- ---------
Total current liabilities 6,696.0 4,989.6 6,820.7
Senior long-term debt, excluding
current installments 1,642.6 1,605.7 1,557.2
Other noncurrent liabilities 888.2 935.1 938.4
Subordinated debt 750.0 750.0 750.0
Preferred securities of subsidiary company 525.0 525.0 525.0
Common stockholders' equity
Common stock of $5 par value,
authorized 1,200,000,000 shares,
issued 506,388,739, 506,161,530
and 506,116,426 2,532.0 1,265.4 1,265.3
Additional paid-in capital 543.8 643.3 568.9
Retained earnings 1,235.0 2,061.2 1,851.9
Foreign currency translation adjustment (48.0) (31.5) (11.9)
Less treasury stock, at cost, common
shares 34,328,054, 30,036,626
and 25,656,378 (800.2) (655.1) (526.0)
--------- --------- ---------
3,462.6 3,283.3 3,148.2
Less unearned restricted stock and value
of 23,726,267, 26,202,608
and 28,767,992 common shares held
in Employee Equity Fund (904.4) (811.6) (785.0)
--------- --------- ---------
Total common stockholders' equity 2,558.2 2,471.7 2,363.2
--------- --------- ---------
$13,060.0 $11,277.1 $12,954.5
========= ========= =========
</TABLE>
See notes to the condensed consolidated financial statements.
4
<PAGE>
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
(unaudited)
<TABLE>
<CAPTION>
TWENTY-SIX WEEKS ENDED
----------------------
NOV. 23, NOV. 24,
1997 1996
------- -------
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Cash flows from operating activities
Net income $ 320.8 $ 283.4
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and other amortization 183.4 170.5
Goodwill amortization 34.7 34.7
Other noncash items (includes nonpension
postretirement benefits) 46.4 (7.9)
Change in assets and liabilities before effects from
business acquisitions (2,525.5) (2,487.2)
-------- --------
NET CASH FLOWS FROM OPERATING ACTIVITIES (1,940.2) (2,006.5)
-------- --------
Cash flows from investing activities
Additions to property, plant and equipment (198.0) (289.0)
Payment for business acquisitions - (192.5)
Sale of businesses and property, plant and equipment 139.5 17.9
Notes receivable and other items (53.8) (51.2)
-------- --------
NET CASH FLOWS FROM INVESTING ACTIVITIES (112.3) (514.8)
-------- --------
Cash flows from financing activities
Net short-term borrowings 2,472.5 2,433.3
Proceeds from issuance of long-term debt 305.0 397.5
Repayment of long-term debt (544.1) (140.2)
Cash dividends paid (122.4) (107.3)
Treasury stock purchases (140.7) (131.1)
Other items 38.6 33.8
-------- --------
NET CASH FLOWS FROM FINANCING ACTIVITIES 2,008.9 2,486.0
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (43.6) (35.3)
Cash and cash equivalents at beginning of period 105.8 113.7
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 62.2 $ 78.4
======== ========
</TABLE>
See notes to the condensed consolidated financial statements.
5
<PAGE>
CONAGRA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THIRTEEN AND TWENTY-SIX WEEKS ENDED NOVEMBER 23, 1997 AND
NOVEMBER 24, 1996
(UNAUDITED)
1. ACCOUNTING POLICIES
The unaudited interim financial information included herein reflects the
adjustments (consisting solely of normal recurring adjustments) which are, in
the opinion of management, necessary for a fair presentation of the results
of operations, financial position, and cash flows for the periods presented.
Such interim information should be read in conjunction with the financial
statements and notes thereto included in the Company's 1997 annual report to
stockholders, which are incorporated by reference into the Company's annual
report on Form 10-K for the fiscal year ended May 25, 1997.
The results of operations for any interim period are not necessarily indicative
of the results to be expected for other interim periods or the full year.
DERIVATIVE INSTRUMENTS - The SEC is requiring expanded disclosure for derivative
instruments which is fully effective for the Company's annual financial
statements for the fiscal year ended May 31, 1998. As required for this interim
report, specific information on the Company's accounting policies for
derivatives is provided below.
The Company uses derivatives for the purpose of hedging commodity price and
interest rate exposures which exist as a part of its ongoing business
operations.
In general, derivatives used as hedges must be effective at reducing the risk
associated with the exposure being hedged and must be designated as a hedge at
the inception of the contract. Accordingly, changes in market values of
derivative instruments must be highly correlated with changes in market values
of underlying hedged items both at inception of the hedge and over the life of
the hedge contract. Deferred gains or losses related to any instrument 1)
designated but ineffective as a hedge of existing assets, liabilities, or firm
commitments, or 2) designated as a hedge of an anticipated transaction which is
no longer likely to occur, are recognized immediately in the statement of
earnings.
Interest Rate Swap Agreements - The Company utilizes interest rate swap
agreements to alter the impact of changes of interest rates. Interest
differentials to be paid or received on the swap are recognized in income as
incurred, as a component of interest expense.
Commodity Contracts - Commodities are subject to price fluctuations which create
price risk. Generally, the Company intends to hedge commodities to mitigate
this price risk. The Company uses commodity futures, options, forwards and
swaps to manage price fluctuations of the underlying commodity. While this may
tend to limit the Company's ability to participate in gains from commodity price
fluctuations, it also tends to reduce the risk of loss from changes in commodity
prices.
Commodity price risk can be hedged by selling (or buying) the underlying
commodity, or by using an appropriate derivative instrument. The particular
hedging methods employed by the
6
<PAGE>
CONAGRA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THIRTEEN AND TWENTY-SIX WEEKS ENDED NOVEMBER 23, 1997 AND
NOVEMBER 24, 1996
(UNAUDITED)
Company depend on a number of factors, including availability of appropriate
derivative contracts. The Company may, at times, utilize non-exchange traded
derivatives, in which case the Company monitors the amount of associated credit
risk.
ConAgra's board of directors has established policies which limit the amount of
unhedged inventory positions permissible for ConAgra's independent operating
companies. Trading businesses are generally limited to dollar risk exposure
stated in relation to equity capital. Processing company limits are expressed
in terms of weeks of commodity usage.
In the trading businesses, commodity contracts are marked-to-market with net
amounts due to or from brokers recorded in accounts receivable or payable and
the related gains or losses recorded in the statement of earnings. In the
processing companies, commodity contract gains and losses are deferred and
recognized as an adjustment to the basis of the underlying hedged commodity
purchased; gains or losses are recognized in the statement of earnings as a
component of cost of goods sold.
The cash flows related to derivative financial instruments are classified in the
statement of cash flows in a manner consistent with those of the transactions
being hedged.
EARNINGS PER SHARE - Statement of Financial Accounting Standards No. 128 (SFAS
No. 128), EARNINGS PER SHARE, requires presentation of basic and diluted
earnings per share, replacing prior presentation of primary and fully diluted
earnings per share. Basic earnings per share is calculated on the basis of
weighted average outstanding common shares, after giving effect to preferred
stock dividends. Diluted earnings per share is computed on the basis of
weighted average outstanding common shares, outstanding options that are
dilutive, and equivalent shares assuming conversion of outstanding convertible
securities.
Primary earnings per share and pro forma earnings per share (the latter computed
in accordance with SFAS No. 128) for the thirteen and twenty-six week periods
ended November 23, 1997 and November 24, 1996 are as follows:
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
-------------------- ----------------------
NOV. 23, NOV. 24, NOV. 23, NOV. 24,
1997 1996 1997 1996
--------- -------- ------- -----------
Primary earnings per share -
as reported $ 0.460 $ 0.408 0.700 0.618
Pro forma diluted earnings per share 0.460 0.408 0.700 0.618
Pro forma basic earnings per share 0.470 0.415 0.716 0.628
7
<PAGE>
CONAGRA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THIRTEEN AND TWENTY-SIX WEEKS ENDED NOVEMBER 23, 1997 AND
NOVEMBER 24, 1996
(UNAUDITED)
2. CAPITAL STOCK
On July 11, 1997, the Company's Board of Directors declared a two-for-one split
of the Company's common stock in the form of a stock dividend. This was paid
October 1, 1997, to shareholders of record as of September 5, 1997. All share
and per share data have been restated to reflect the stock split for all periods
presented.
3. INVENTORIES
The composition of inventories is as follows (in millions):
NOV. 23, MAY 25, NOV. 24,
1997 1997 1996
---------- ---------- ----------
Hedged commodities $ 1,454.8 $ 1,169.8 $ 1,338.4
Food products and livestock 1,453.2 1,191.0 1,390.2
Agricultural chemicals,
fertilizer and feed 539.7 381.4 538.3
Retail merchandise 3.9 127.5 118.5
Other, principally
ingredients and supplies 643.9 473.2 694.6
---------- ---------- ----------
$ 4,095.5 $ 3,342.9 $ 4,080.0
========== ========== ==========
4. CONTINGENCIES
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 reflected
significant liabilities and valuation allowances associated with the
estimated resolution of these contingencies. The material pre-acquisition
tax contingencies were resolved in fiscal 1995.
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 41 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. Substantial
reserves for these matters have been established based on the Company'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 its experience in remediating sites.
8
<PAGE>
CONAGRA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THIRTEEN AND TWENTY-SIX WEEKS ENDED NOVEMBER 23, 1997 AND
NOVEMBER 24, 1996
(UNAUDITED)
ConAgra is a 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 operations
or liquidity.
5. SENIOR LONG-TERM DEBT
On August 1, 1997, the Company issued $300 million of senior notes with an
interest rate of 6.70% due August 1, 2027 and redeemable at the option of the
holders on August 1, 2009. The notes were priced at par.
9
<PAGE>
CONAGRA, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 2. 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 thirteen and twenty-six week periods ended November
23, 1997 are not necessarily indicative of results which may be attained in the
future.
This report contains forward-looking statements. The statements reflect
management's current views and estimates of future economic circumstances,
industry conditions, company performance and financial results. The statements
are based on many assumptions and factors including availability and prices of
raw materials, product pricing, competitive environment and related market
conditions, operating efficiencies, access to capital and actions of
governments. Any changes in such assumptions or factors could produce
significantly different results.
FINANCIAL CONDITION
The Company's capital investment (working capital plus noncurrent assets)
increased $76.5 million compared to May 25, 1997. Working capital increased
$128.7 million and noncurrent assets decreased $52.2 million. The increase in
working capital was primarily caused by normal seasonal increases in accounts
receivable and inventory offset by a related increase in short term debt. The
decrease in noncurrent assets was primarily caused by the sale of businesses and
normal depreciation and amortization offset by property, plant and equipment
additions.
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.
10
<PAGE>
CONAGRA, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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).
<TABLE>
<CAPTION>
NOVEMBER 23, 1997 & NOVEMBER 24, 1996
--------------------------------------------
THIRTEEN WEEKS TWENTY-SIX WEEKS
--------------------------------------------
DOLLAR PERCENT DOLLAR PERCENT
CHANGE CHANGE CHANGE CHANGE
------ ------- ------ -------
<S> <C> <C> <C> <C>
Net sales $(156.6) (2.4) $(173.7) (1.4)
Costs and expenses
Cost of goods sold (197.5) (3.5) (264.8) (2.4)
Selling, administrative and general expenses 10.8 1.9 38.7 3.4
Interest expense, net 2.5 3.4 5.5 3.9
Income before income taxes 27.6 8.7 46.9 9.8
Income taxes 4.3 3.3 9.5 4.9
Net income 23.3 12.4 37.4 13.2
Net income per common and common
equivalent share 0.052 12.7 0.082 13.3
</TABLE>
Two of ConAgra's industry segments, Grocery & Diversified Products and Food
Inputs & Ingredients, increased operating profit in the second quarter and
first half of fiscal 1998 versus the same periods in fiscal 1997. The
increase in those segments was somewhat offset by a decrease in the
Refrigerated Foods segment second quarter and first half operating profit.
For ConAgra in total, fiscal 1998 second quarter sales decreased 2 percent to
$6.43 billion from $6.59 billion. First half sales decreased 1 percent to
$12.57 billion from $12.75 billion. ConAgra's effective tax rates were 38.8
percent in fiscal 1998's second quarter and 39.0 percent in fiscal 1998's
first half versus 40.8 percent in both periods last year and 39.6 percent for
the full fiscal year 1997. In fiscal 1998's second quarter, earnings per
share rose 12.7 percent to 46.0 cents from 40.8 cents in last year's second
quarter, and net income increased 12.4 percent to $210.6 million from $187.3
million. In fiscal 1998's first half, earnings per share rose 13.3 percent
to 70.0 cents from 61.8 cents a year ago, and net income increased 13.2
percent to $320.8 million from $283.4 million.
In ConAgra's Grocery & Diversified Products industry segment, operating
profit was up 9 percent in the second quarter and 6 percent in the first half
of fiscal 1998 versus the same periods
11
<PAGE>
CONAGRA, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
in fiscal 1997. Segment sales increased 1 percent in the second quarter and
2 percent in the first half.
ConAgra Frozen Foods achieved operating profit growth in fiscal 1998's second
quarter and first half. Unit volume growth helped shelf-stable foods - the
Hunt-Wesson companies and Golden Valley - increase second quarter operating
earnings. In the first half, Golden Valley increased earnings, while
Hunt-Wesson's earnings declined due to heavy first quarter spending to
introduce several lines of new products. The Lamb-Weston potato products
business and the seafood business both increased second quarter and first
half earnings.
In ConAgra's Food Inputs & Ingredients industry segment, operating profit
grew 9 percent in the second quarter and 20 percent in the first half of
fiscal 1998 versus the same periods in fiscal 1997. Segment sales decreased
3 percent in the second quarter and were down less than 1 percent in the
first half.
ConAgra's major crop inputs business, United Agri Products, had significant
sales growth and strong operating profit growth in fiscal 1998's second
quarter and first half. Commodity services, flour milling and specialty food
ingredients contributed to segment operating profit growth in both periods.
Earnings declined in grain merchandising and a number of other ingredients
businesses.
In ConAgra's Refrigerated Foods industry segment, operating profit decreased
6 percent in the second quarter and 7 percent in the first half of fiscal
1998 versus the same periods in fiscal 1997. Segment sales decreased
3 percent in both periods.
The branded processed meats businesses improved margins and increased
earnings in the second quarter and first half. Earnings rose in the
Australia beef business in both periods and declined in the U.S. beef
business in both periods. Second quarter and first half earnings were down in
the pork, poultry and cheese businesses.
12
<PAGE>
CONAGRA, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
ConAgra issued 88,646 shares of its common stock in connection with the
transaction by which Rygmyr Foods, Inc. was merged with a subsidiary of
ConAgra on October 31, 1997. The common stock was issued in this transaction
in reliance on the exemption from registration provided by the Section 4(2)
of the Securities Act of 1933 and Regulation D thereunder.
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
Executive Vice President,
Chief Financial Officer
Corporate Secretary
By: /s/ Kenneth W. DiFonzo
_______________________
Kenneth W. DiFonzo
Senior Vice President and
Controller
Dated this 6th day of January, 1998.
13
<PAGE>
CONAGRA, INC. AND SUBSIDIARIES
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
12 Statement regarding computation of ratio of 15
earnings to fixed charges
14
<PAGE>
EXHIBIT 12
CONAGRA, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions)
TWENTY-SIX WEEKS
ENDED
NOVEMBER 23, 1997
-----------------
Fixed charges
Interest expense $ 180.1
Capitalized interest 6.4
Interest in cost of goods sold 8.5
One third of non-cancellable lease rent 19.0
--------
Total fixed charges (A) $ 214.0
========
Earnings
Pretax income $ 526.0
Add fixed charges 214.0
Less capitalized interest (6.4)
--------
Earnings and fixed charges (B) $ 733.6
========
Ratio of earnings to fixed charges (B/A) 3.4
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.
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-START> MAY-26-1997
<PERIOD-END> NOV-23-1997
<CASH> 62200
<SECURITIES> 0
<RECEIVABLES> 2579200
<ALLOWANCES> 78500
<INVENTORY> 4095500
<CURRENT-ASSETS> 7040100
<PP&E> 5342500
<DEPRECIATION> 2129400
<TOTAL-ASSETS> 13060000
<CURRENT-LIABILITIES> 6696000
<BONDS> 2392600
0
525000
<COMMON> 2532000
<OTHER-SE> 26200
<TOTAL-LIABILITY-AND-EQUITY> 13060000
<SALES> 12574000
<TOTAL-REVENUES> 12574000
<CGS> 10732800
<TOTAL-COSTS> 10732800
<OTHER-EXPENSES> 1166900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 148300
<INCOME-PRETAX> 526000
<INCOME-TAX> 205200
<INCOME-CONTINUING> 320800
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 320800
<EPS-PRIMARY> 0.700
<EPS-DILUTED> 0
</TABLE>
