<PAGE>
EXHIBIT 99.1
CONAGRA FOODS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
The following unaudited pro forma combined condensed statements of earnings
give effect to the merger of International Home Foods, Inc. with and into a
wholly owned subsidiary of ConAgra Foods, Inc. on August 24, 2000 using the
purchase method of accounting, after giving effect to the pro forma
adjustments described in the accompanying notes. The unaudited pro forma
combined condensed statements of earnings should be read in conjunction with
the audited and unaudited historical consolidated financial statements and
notes of ConAgra Foods and International Home Foods.
The unaudited pro forma combined condensed statements of earnings give effect
to the merger as if it had occurred at the beginning of the period presented.
ConAgra Foods' fiscal year ended on May 28, 2000 and International Home
Foods' fiscal year ended on December 31, 1999. The unaudited pro forma
combined condensed statements of earnings for the year ended May 28, 2000 and
the thirteen weeks ended August 27, 2000 combine the historical consolidated
statements of earnings of ConAgra Foods with the recasted unaudited
consolidated statements of earnings of International Home Foods for the
twelve-month and three-month period ended June 30, 2000. For purposes of
presenting the unaudited pro forma combined condensed statements of earnings,
International Home Foods' fiscal year has been recasted to June 30, 2000, by
including the unaudited reported financial statements for the quarter ended
June 30, 2000 and the three previous quarters ended March 31, 2000, December
31, 1999 and September 30, 1999. The merger is reflected in ConAgra Foods'
historical unaudited consolidated balance sheet as of August 27, 2000, and
accordingly no pro forma balance sheet is provided.
The unaudited pro forma adjustments described in the accompanying notes are
based upon preliminary estimates and assumptions that the managements of
ConAgra Foods and International Home Foods believe are reasonable. The pro
forma adjustments are based on the information and assumptions currently
available. The purchase price allocation will be completed after the
finalization of asset and liability valuations. The unaudited pro forma
combined condensed statements of earnings are presented for illustrative
purposes only and do not purport to be indicative of the operating results or
financial position that would have actually occurred if the merger had been
in effect on the dates indicated, nor is it necessarily indicative of future
operating results or financial position of the merged companies. The
unaudited pro forma combined condensed financial statements do not give
effect to any potential cost savings or other operating synergies that
ConAgra Foods expects to result from the transaction.
72
<PAGE>
EXHIBIT 99.1
CONAGRA FOODS, INC.
INTERNATIONAL HOME FOODS, INC.
PRO FORMA COMBINED CONDENSED STATEMENTS OF EARNINGS
FOR THE THIRTEEN WEEKS ENDED AUGUST 27, 2000
(UNAUDITED)
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
ConAgra Foods International Home Foods
Thirteen weeks Three months Pro Forma
Ended Ended ----------------------------
August 27, 2000(1) June 30, 2000(2) Adjustments(3) Combined(5)
------------------ ---------------- -------------- -----------
<S> <C> <C> <C> <C>
Net Sales ................................ $ 6,801.6 $ 530.6 $ (92.5) $ 7,239.7
Costs and Expenses:
Cost of goods sold...................... 5,754.7 270.5 -- 6,025.2
Selling, general and administrative
expenses.............................. 735.1 189.1 (82.6) 841.6
Interest expense........................ 76.1 24.3 13.3 113.7
--------- ------- ------- --------
6,565.9 83.9 (69.3) 6,980.5
--------- ------- ------- --------
Income before income taxes ............... 235.7 46.7 (23.2) 259.2
Income taxes ............................. 89.6 17.7 (5.0) 102.3
--------- ------- ------- --------
Net income ............................... $ 146.1 $ 29.0 $ (18.2) $ 156.9
========== ======= ======= =========
Income per share-basic(4): $ .31 $ .39 $ .30
========== ======= =========
Income per share-diluted(4): $ .30 $ .38 $ .30
========== ======= =========
</TABLE>
See notes to unaudited pro forma combined condensed financial statements.
73
<PAGE>
EXHIBIT 99.1
CONAGRA FOODS, INC.
INTERNATIONAL HOME FOODS, INC.
PRO FORMA COMBINED CONDENSED STATEMENTS OF EARNINGS
FOR THE YEAR ENDED MAY 28, 2000
(UNAUDITED)
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
ConAgra Foods International Home Foods
Fiscal Year Fiscal Year Pro Forma
Ended Ended ---------------------------
May 28, 2000(1) June 30, 2000(2) Adjustments(3) Combined(5)
--------------- ---------------- -------------- -----------
<S> <C> <C> <C> <C>
Net Sales.................................... $25,385.8 $2,209.7 $(375.6) $27,219.9
Costs and Expenses:
Cost of goods sold ........................ 21,205.9 1,150.8 -- 22,356.7
Selling, general and administrative
expenses ................................ 2,888.2 762.6 (335.9) 3,314.9
Interest expense .......................... 303.4 99.9 50.8 454.1
Restructuring/Impairment charges .......... 322.2 -- -- 322.2
---------- -------- ------- ---------
24,719.7 2,013.3 (285.1) 26,447.9
---------- -------- ------- ---------
Income before income taxes .................. 666.1 196.4 (90.5) 772.0
Income taxes ................................ 253.1 96.1 (19.3) 329.9
---------- -------- ------- ---------
Net Income .................................. $ 413.0 $ 100.3 $ (71.2) $ 442.1
========== ========= ========= =========
Income per share-basic(4): $ .87 $ 1.36 $ .86
========== ========= =========
Income per share-diluted(4): $ .86 $ 1.32 $ .85
========== ========= =========
</TABLE>
See notes to unaudited pro forma combined condensed financial statements.
74
<PAGE>
EXHIBIT 99.1
CONAGRA FOODS, INC.
INTERNATIONAL HOME FOODS, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA)
On August 24, 2000, ConAgra Foods acquired all of the issued and outstanding
shares of common stock and stock options of International Home Foods in a
transaction accounted for as a purchase business combination. The assets
acquired and liabilities assumed will be assigned a portion of the purchase
price equal to their respective fair market values at August 24, 2000. The
unaudited pro forma combined condensed financial statements are based on the
following:
1. The historical consolidated statements of earnings of ConAgra Foods.
2. The historical consolidated statements of earnings of International Home
Foods' recasted for the twelve-month and three-month period ended
June 30, 2000.
3. The pro forma statements of earnings adjustments are as follows:
a. Provide depreciation and amortization of the fair values assigned to
all identifiable tangible and intangible assets. The excess of the
purchase price over the net assets acquired has preliminarily been
allocated to nondeductible goodwill and is being amortized using the
straight-line method over 40 years.
ConAgra Foods expects to allocate a portion of the purchase price to
buildings, machinery and equipment and other intangible assets,
including brands. Assuming these assets had a weighted average life
of 20 years, for each $100.0 million allocated to buildings, machinery
and equipment or other intangible assets, pro forma operating expenses
would increase by $3.5 million and pro forma net income would decrease
by $1.6 million.
b. Reclassification of International Home Foods' trade promotion expenses
from selling, general and administrative expenses to net sales to
conform to ConAgra Foods' presentation.
c. Adjust interest expense relating to (1) additional borrowings under
ConAgra Foods' credit facilities of approximately $875 million for
the cash portion of the purchase price and approximately $719 million
for the repayment of International Home Foods credit facilities at an
assumed interest rate of 7.81% and (2) additional long-term borrowings
of $385 million at 6.8% for the repayment of International Home Foods
$385 million 10.375% Senior Secured Notes as follows:
<TABLE>
<CAPTION>
THIRTEEN WEEKS FISCAL YEAR
ENDED ENDED
AUGUST 27, 2000 MAY 28, 2000
--------------- ------------
<S> <C> <C>
Interest expense on credit facilities $ 31.1 $ 124.5
Interest expense on long-term borrowings 6.5 26.2
IHF historical interest expense (24.3) (99.9)
------- -------
Net adjustment $ 13.3 $ 50.8
======= =======
</TABLE>
A .125% change in the interest rate on the new indebtedness would
change interest expense by approximately $.6 million and $2.5 million
for the thirteen weeks ended August 27, 2000 and fiscal year ended
May 28, 2000, respectively.
d. Change in income tax expense/benefit as a result of pro forma
adjustments which affect taxable income. No pro forma income taxes
have currently been provided on the portion of the purchase price
preliminarily allocated to non-deductible goodwill.
75
<PAGE>
EXHIBIT 99.1
CONAGRA FOODS, INC.
INTERNATIONAL HOME FOODS, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA)
4. The pro forma weighted average shares outstanding for the thirteen weeks
ended August 27, 2000 and fiscal year ended May 28, 2000 are as follows:
<TABLE>
<CAPTION>
THIRTEEN WEEKS FISCAL YEAR
ENDED ENDED
AUGUST 27, 2000 MAY 28, 2000
--------------- ------------
<S> <C> <C>
Basic:
Historical shares outstanding 478.7 475.7
Shares issued 41.0 41.0
----- -----
519.7 516.7
===== =====
Diluted:
Historical shares and share equivalents
outstanding 480.6 478.6
Shares issued 41.0 41.0
Effect of options assumed 2.6 2.8
----- -----
524.2 522.4
===== =====
</TABLE>
5. ConAgra Foods' financial data for fiscal year ended May 28, 2000
includes restructuring plan charges of $621.4 million before tax ($385.3
million after tax). Excluding these restructuring plan charges, unaudited
pro forma basic income per share for fiscal 2000 would be $1.60 and
unaudited pro forma diluted income per share would be $1.58.
6. The pro forma ratio of earnings to fixed charges for the thirteen weeks
ended August 27, 2000 and fiscal year ended May 28, 2000 is as follows:
<TABLE>
<CAPTION>
THIRTEEN WEEKS FISCAL YEAR
ENDED ENDED
AUGUST 27, 2000 MAY 28, 2000
--------------- ------------
<S> <C> <C>
Fixed Charges as defined:
Interest expense $ 123.9 $ 502.0
Capitalized interest 1.4 5.5
Interest in cost of goods sold 8.0 31.4
Preferred distributions of subsidiary 10.7 43.0
One third of non-cancelable lease rent 9.5 35.2
------- -------
Total fixed charges (A) $ 153.5 $ 617.1
======= =======
Earnings as defined:
Pretax income after elimination of undistributed
earnings of equity method investees $ 259.9 $ 760.0
Add fixed charges 153.5 617.1
Less capitalized interest (1.4) (5.5)
------- --------
Earnings and fixed charges (B) $ 412.0 $1,371.6
======= ========
Ratio of earnings to fixed charges (B/A) 2.7 2.2
</TABLE>
76
<PAGE>
EXHIBIT 99.1
CONAGRA FOODS, INC.
INTERNATIONAL HOME FOODS, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA)
The pro forma ratio of earnings to fixed charges for the fiscal year ended
May 28, 2000 includes restructuring plan charges of $621.4 million.
Excluding these restructuring plan charges, the pro forma ratio of earnings
to fixed charges for the fiscal year ended May 28, 2000 would be 3.2.
77
