-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PPHrQbRMsWH7IOfXOWKbMI8qWXJWbNBUXKoMJRrfwTHCWOd2GGHHa4vmTvYExPGo JjMzgpHoiMXLVjL/NHGp0g== 0000023217-94-000021.txt : 19941013 0000023217-94-000021.hdr.sgml : 19941013 ACCESSION NUMBER: 0000023217-94-000021 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940828 FILED AS OF DATE: 19941012 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONAGRA INC /DE/ CENTRAL INDEX KEY: 0000023217 STANDARD INDUSTRIAL CLASSIFICATION: 2011 IRS NUMBER: 470248710 STATE OF INCORPORATION: DE FISCAL YEAR END: 0525 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 002-21378 FILM NUMBER: 94552366 BUSINESS ADDRESS: STREET 1: ONE CONAGRA DR CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 4025954000 FORMER COMPANY: FORMER CONFORMED NAME: NEBRASKA CONSOLIDATED MILLS CO DATE OF NAME CHANGE: 19721201 10-Q 1 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 28, 1994 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 25, 1994 was 248,093,176. PART I - FINANCIAL INFORMATION CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Millions) AUG 28, MAY 29, AUG 29, 1994 1994 1993 __________ __________ __________ ASSETS Current assets: Cash and cash equivalents $ 42.1 $ 166.4 $ 76.8 Receivables, less allowance for doubtful accounts of $67.0, $55.9 and $55.2 2,407.1 1,589.6 2,129.5 Margin deposits and segregated funds 344.8 286.0 230.1 Inventory: Hedged commodities 716.5 723.4 708.3 Other 2,465.2 2,161.0 2,286.8 __________ __________ __________ Total inventory 3,181.7 2,884.4 2,995.1 Prepaid expenses 239.3 216.9 199.1 __________ __________ __________ Total current assets 6,215.0 5,143.3 5,630.6 __________ __________ __________ Other assets: Investments in affiliates 264.3 235.9 301.5 Sundry investments, deposits and other noncurrent assets 134.6 129.9 132.0 __________ __________ __________ Total other assets 398.9 365.8 433.5 __________ __________ __________ Property, plant and equipment at cost, less accumulated depreciation of $1629.7, $1564.1 and $1387.7 2,695.7 2,586.3 2,374.8 Brands, trademarks and goodwill, at cost less accumulated amortization 2,626.2 2,626.4 2,651.9 __________ __________ __________ $ 11,935.8 $ 10,721.8 $ 11,090.8 __________ __________ __________ __________ __________ __________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Millions) AUG 28, MAY 29, AUG 29, 1994 1994 1993 __________ __________ __________ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 2,860.3 $ 419.0 $ 2,553.2 Current installments of long-term debt 124.1 120.7 135.3 Accounts payable 1,031.4 1,610.5 946.3 Advances on sales 110.8 914.9 213.3 Payable to customers, clearing associations, etc. 346.0 326.5 301.5 Other accrued liabilities 1,303.7 1,361.2 1,219.1 __________ __________ __________ Total current liabilities 5,776.3 4,752.8 5,368.7 __________ __________ __________ Senior long-term debt, excluding current installments 1,423.9 1,440.8 1,381.0 Other noncurrent liabilities 1,065.1 1,079.7 1,140.0 Subordinated debt 766.0 766.0 766.0 Preferred securities of subsidiary company 275.0 100.0 - Preferred shares subject to mandatory redemption 355.6 355.6 355.9 Common stockholders' equity: Common stock of $5 par value, authorized 1,200,000,000 shares, issued 252,791,925, 252,726,783 and 252,373,488 1,264.0 1,263.6 1,261.9 Additional paid-in capital 426.7 338.0 251.1 Retained earnings 1,452.8 1,422.7 1,193.2 Foreign currency translation adjustment (30.6) (33.1) (30.1) Less treasury stock, at cost, common shares 4,696,512, 4,531,676 and 676,588 (121.3) (117.2) (15.7) __________ __________ __________ 2,991.6 2,874.0 2,660.4 Less unearned restricted stock and value of 21,544,551, 22,286,481 and 22,926,227 common shares held in EEF (717.7) (647.1) (581.2) __________ __________ __________ Total common stockholders' equity 2,273.9 2,226.9 2,079.2 __________ __________ __________ $ 11,935.8 $ 10,721.8 $ 11,090.8 __________ __________ __________ __________ __________ __________ 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 28, AUG 29, 1994 1993 __________ __________ Net sales $ 6,245.9 $ 5,687.4 __________ __________ Costs and expenses: Cost of goods sold 5,506.8 5,029.7 Selling, administrative and general expenses 545.1 489.7 Interest expense, net 68.7 62.4 __________ __________ 6,120.6 5,581.8 __________ __________ Income before equity in earnings of affiliates and income taxes 125.3 105.6 Equity in earnings of affiliates 2.7 5.1 __________ __________ Income before income taxes 128.0 110.7 Income taxes 51.2 43.1 __________ __________ Net income 76.8 67.6 Less preferred dividends 6.0 6.0 __________ __________ Net income available for common stock $ 70.8 $ 61.6 __________ __________ __________ __________ Earnings per common and common equivalent share $ 0.31 $ 0.27 __________ __________ __________ __________ Weighted average number of common and common equivalent shares outstanding 228.6 230.1 __________ __________ __________ __________ Cash dividends declared per common share $ 0.180 $ 0.155 __________ __________ __________ __________ 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 28, AUG 29, Decrease in Cash and Cash Equivalents 1994 1993 __________ __________ Cash flows from operating activities: Net income $ 76.8 $ 67.6 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and other amortization 77.9 74.6 Goodwill amortization 17.1 18.1 Provision for losses on accounts receivable 12.0 9.4 Undistributed earnings of affiliates (2.7) (5.1) Issuance of common stock in connection with management incentive plans 7.6 2.6 Other noncash items, primarily interest 0.5 0.7 Change in assets and liabilities before effects from business acquisitions: Accounts receivable (930.1) (875.8) Inventory (261.4) (555.9) Prepaid expenses (15.0) (20.0) Accounts payable and other liabilities (1,458.9) (941.6) Interest and income taxes 13.8 58.9 __________ __________ Net cash flows from operating activities (2,462.4) (2,166.5) __________ __________ Cash flows from investing activities: Sale of property, plant and equipment 1.9 4.0 Additions to property, plant and equipment (76.6) (61.8) (Increase)decrease in investment in affiliates (22.8) 1.8 Payment for business acquisitions (163.0) - Decrease in notes receivable-Monfort Finance Company 64.8 118.3 Other items (9.1) (4.7) __________ __________ Net cash flows from investing activities (204.8) 57.6 __________ __________ Cash flows from financing activities: Net short term borrowings 2,441.3 1,983.0 Proceeds from exercise of employee stock options 5.4 2.0 Cash dividends paid (46.6) (41.3) Repayment of long-term debt (14.0) (17.5) Issuance of preferred securities of a subsidiary company 175.0 - Employee Equity Fund stock transactions 1.0 8.9 Other items, primarily reduction of other noncurrent liabilities (19.2) (6.4) __________ __________ Net cash flows from financing activities 2,542.9 1,928.7 __________ __________ Net decrease in cash & cash equivalents (124.3) (180.2) Cash and cash equivalents at beginning of year 166.4 257.0 __________ __________ Cash and cash equivalents at end of period $ 42.1 $ 76.8 __________ __________ __________ __________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AUGUST 28, 1994 (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 1994 annual report, which report was incorporated by reference in Form 10-K for the fiscal year ended May 29, 1994. (2) The composition of inventories is as follows (in millions): AUG 28, MAY 29, AUG 29, 1994 1994 1993 ________ ________ ________ Hedged commodities $ 716.5 $ 723.4 $ 708.3 Food products and livestock 1,386.0 1,260.7 1,276.2 Agricultural chemicals, fertilizer and feed 499.8 322.6 422.1 Retail merchandise 176.0 176.0 172.5 Other, principally ingredients and supplies 403.4 401.7 416.0 ________ ________ ________ $ 3,181.7 $ 2,884.4 $ 2,995.1 ________ ________ ________ ________ ________ ________ (3) On August 1, 1994, the Company purchased the frozen foods business of Universal Foods Corporation for approximately $163 million in cash. Universal Foods Frozen Foods Division, known in the marketplace as Universal Frozen Foods, produces frozen potato products for U.S. and international markets. Headquartered in Boise, Idaho, the division operates processing facilities in Idaho, Oregon and Washington, employing about 2,000 people. Division sales in the September 1993 fiscal year were $268 million. The following summary, prepared on a proforma basis, combines the consolidated results of continuing operations for the Company with those of Universal Frozen Foods noted above as if it had been acquired as of the beginning of the periods presented (in millions, except per share amounts). THIRTEEN WEEKS ENDED AUG 28, AUG 29, 1994 1993 ________ ________ Net sales $ 6,295.6 $ 5,757.2 Net income 76.1 68.7 Earnings per common and common equivalent share 0.31 0.27 Proforma information does not purport to be indicative of the results that actually would have been obtained if the combined operations had been conducted during the periods presented and is not intended to be a projection of future results. (4) At August 28, 1994, the Company had equity interests in Saprogal (100%), Sapropor (95%) and Trident Seafoods Corporation (50%). Prior to the second quarter of fiscal 1994, the Company's 50% interest in Australia Meat Holdings Pty. Ltd. (AMH), an Australian beef processor, was stated at equity. During the second quarter of fiscal 1994, the ownership interest in AMH was increased to approximately 91% and the accounts of AMH have been consolidated. The summary financial information of these companies and certain other individually insignificant businesses, at and for each of the periods presented, is set forth below and includes amounts since date of acquisition of each respective equity interest: AUG 28, MAY 29, AUG 29, 1994 1994 1993 ________ ________ ________ Current assets $ 579.5 $ 390.9 $ 682.2 Noncurrent assets 621.6 463.5 600.6 ________ ________ ________ Total assets 1,201.1 854.4 1,282.8 ________ ________ ________ Current liabilities 441.9 278.3 525.0 Noncurrent liabilities 233.5 197.3 266.2 ________ ________ ________ Total liabilities 675.4 475.6 791.2 ________ ________ ________ Net assets $ 525.7 $ 378.8 $ 491.6 ________ ________ ________ ________ ________ ________ ConAgra's investment $ 264.3 $ 235.9 $ 301.5 ________ ________ ________ ________ ________ ________ THIRTEEN WEEKS ENDED AUG 28, AUG 29, 1994 1993 ________ ________ Net sales $ 553.6 $ 720.2 Net income 6.7 8.6 ConAgra's equity in earnings 2.7 5.1 (5) Following is a condensed statement of common stockholders' equity (in millions): Unearned Add'l Foreign Restricted Common Paid-In Retained Curr Treasury & EEF Stock Capital Earnings Trns Adj Stock Stock Total _________ _________ _________ _________ _________ _________ _________ Balance 5/29/94 $ 1,263.6 $ 338.0 $ 1,422.7 $ (33.1)$ (117.2)$ (647.1) $ 2,226.9 Shares issued in connection with employee stock option and incentive plans 0.3 (3.7) (4.1) 20.5 13.0 Shares issued in connection with acquisitions 0.1 0.3 0.4 Other share activity associated with Employee Equity Fund 92.1 (91.1) 1.0 Foreign currency translation adjustment 2.5 2.5 Cash dividends declared (46.7) (46.7) Net income 76.8 76.8 _________ _________ _________ _________ _________ _________ _________ Balance 8/28/94 $ 1,264.0 $ 426.7 $ 1,452.8 $ (30.6)$ (121.3)$ (717.7) $ 2,273.9 _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________
(6) With respect to operations of the Company excluding the transaction discussed below, there was no litigation at August 28, 1994 which, in the opinion of management, would have a material adverse effect on the financial position of the Company. On August 14, 1990, ConAgra acquired Beatrice Company. The Beatrice businesses and its former subsidiaries ("Subsidiaries") are engaged in various litigation proceedings incident to their respective businesses and in various environmental and other matters. Beatrice and various of its Subsidiaries have agreed to indemnify divested businesses or the purchasers thereof for various legal proceedings and tax matters. The federal income tax returns of Beatrice and its predecessors for the fiscal years ended 1985 through 1987 have been audited by the Internal Revenue Service and a report has been issued. The findings contained in the examining agent's report have been timely protested and negotiations with the Appellate Division of the Internal Revenue Service are underway in an attempt to resolve disputed items. Disputed items being negotiated with the Appellate Division of the Internal Revenue Service include proposed deficiencies relating to previously filed carryback claims to fiscal years ended prior to 1985 (principally fiscal years ended 1982 through 1984). Additionally, the federal income tax returns of Beatrice and its consolidated Subsidiaries for the fiscal years ended 1988 and 1989, have been audited by the Internal Revenue Service and a report has been issued. Management has timely protested the unagreed findings of the examining agent's report and intends to negotiate disputed items with the Appellate Division of the Internal Revenue Service. Various state tax authorities are also examining tax returns of Beatrice and its predecessors for prior taxable years, including, in the case of one state, years back to fiscal 1978. It is expected that additional claims will be asserted for additional taxes. It is not possible at this time to determine the ultimate liabilities that may arise from these matters which at any given point in time will be at various stages of administrative and legal proceedings and will aggregate hundreds of millions of dollars. Substantial reserves for these matters have been established and are reflected as liabilities on the Subsidiaries' balance sheets. The liabilities include accrued interest on the tax claims. After taking into account liabilities that have been recorded and payments made, management is of the opinion that the disposition of the above matters will not have a material adverse effect on ConAgra's financial condition, results of operations or liquidity. (7) Earnings per common and common equivalent share are calculated on the basis of the weighted average outstanding common shares and, when applicable, those outstanding options which are dilutive and after giving effect to the preferred stock dividend requirements. Fully diluted earnings per share did not differ significantly from primary earnings per share in any period presented. CONAGRA, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of certain significant factors which have affected the Company's financial condition and operating results for the periods included in the accompanying consolidated condensed financial statements. Results for the fiscal 1995 first quarter are not necessarily indicative of results which may be attained in the future. FINANCIAL CONDITION During the first quarter of fiscal 1995, the Company's capital investment (working capital plus noncurrent assets) increased $190.5 million. Working capital increased $48.2 million and noncurrent assets increased $142.3 million. The increase in working capital is primarily due to cash flow from operations and the issuance of preferred securities of a subsidiary company. The increase in noncurrent assets is primarily due to the acquisition of Universal Frozen Foods (See Note 3) and normal additions to property, plant and equipment. The Company's objective is that senior long-term debt normally will not exceed 30 percent of total long-term debt plus equity. At August 28, 1994, senior long-term debt was 28 percent of total long-term debt plus equity compared to 30 percent at May 29, 1994 and 30 percent at August 29, 1993. 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. 28, 1994 & AUG. 29, 1993 THIRTEEN WEEKS DOLLARS % ________________ Net sales 558.5 9.8 Cost of goods sold 477.1 9.5 Gross profit 81.4 12.4 Selling, administrative and general expense 55.4 11.3 Interest expense, net 6.3 10.1 Income before equity in earnings of affiliates and income taxes 19.7 18.7 Equity in earnings of affiliates (See Note 4) (2.4) (47.1) Income before income taxes 17.3 15.6 Income taxes 8.1 18.8 Net income 9.2 13.6 Earnings per common and common equivalent share 0.04 14.8 Approximately half of ConAgra's fiscal 1995 first quarter net sales increase was accounted for by Australia Meat Holdings (AMH). AMH was consolidated in ConAgra's results for this year's first quarter, but was not consolidated when ConAgra reported fiscal 1994 first quarter results a year ago. Other sources of increased sales and expenses during the first quarter included the crop protection chemical, consumer frozen foods and potato products businesses. In the Company's largest industry segment, Prepared Foods, the meat products and branded grocery products businesses contributed to an operating profit gain in fiscal 1995's first quarter. In Meat Products, operating improvements, good demand and adequate raw material supplies generated better margins in fresh beef and pork products. Branded packaged meat earnings were about even with last year's first quarter results, and earnings moved up in the cheese products business. These gains were partially offset by AMH as the beef industry in Australia is performing below a year ago. In Grocery Products, the consumer frozen foods business reported unit volume growth and an operating profit gain. Unit volume growth also contributed to Hunt-Wesson's operating profit gain in the first quarter. Operating profit decreased in Diversified Products as earnings growth in potato products and seafood was offset by reduced earnings in other businesses. Operating profit was down in chicken products, a business in the midst of extensive restructuring to improve longer-term results. The Company's Agri-Products and Trading and Processing industry segments both registered operating profit increases in the first quarter. The Agri-Products profit gain reflects sales and earnings growth in the crop protection chemicals and fertilizer distribution business. In the Trading and Processing segment, operating profit growth reflects gains in a number of processing businesses, including specialty food ingredients, the tortilla business and flour milling, as well as feed ingredient merchandising. Earnings were down in trading operations. 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) and income taxes are excluded from segment operations. For financial businesses, operating profit includes the effect of interest, which is a large element of their operating costs. The Company increased its interest in AMH (see Note 4) from 50 percent to approximately 91 percent at the end of fiscal 1994's second quarter. Consolidating AMH's results was the primary cause of the decrease in fiscal 1995's first quarter equity in earnings of affiliates versus fiscal 1994 when ConAgra's share of AMH's earnings was included in equity in earnings of affiliates. Lower equity in earnings of affiliates also was a cause of the increase in ConAgra's first quarter effective tax rate from 39 percent in fiscal 1994 to 40 percent in fiscal 1995. Weighted average shares outstanding decreased in fiscal 1995's first quarter as a consequence of share repurchase programs last year. CONAGRA, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. ConAgra's annual meeting of stockholders was held on September 22, 1994. The stockholders elected four directors to serve three-year terms, ratified the appointment of Deloitte & Touche to examine ConAgra's financial statements for the fiscal year ending May 28, 1995, approved the ConAgra Executive Annual Incentive Plan, and did not approve a stockholder proposal dealing with executive compensation. Voting on these items was as follows: 1. ELECTION OF DIRECTORS. FOR WITHHELD Philip B. Fletcher 200,342,121 2,564,153 Robert A. Krane 200,244,201 2,662,073 Gerald Rauenhorst 198,593,751 4,312,523 Walter Scott, Jr. 200,338,777 2,567,497 2. RATIFICATION OF ACCOUNTANTS FOR: 200,605,597 AGAINST: 929,867 ABSTAIN: 1,370,810 BROKER/NON-VOTES: -0- 3. APPROVAL OF EXECUTIVE ANNUAL INCENTIVE PLAN FOR: 183,406,861 AGAINST: 15,763,730 ABSTAIN: 3,735,582 BROKER/NON-VOTES: 101 `4. STOCKHOLDER PROPOSAL ON EXECUTIVE COMPENSATION FOR: 28,650,791 AGAINST: 151,202,477 ABSTAIN: 5,816,853 BROKER/NON-VOTES: 17,236,153 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) EXHIBITS. 12 - Statement regarding computation of ratio of earnings to fixed charges, and ratio of earnings to combined fixed charges and preferred dividends. 27 - Financial Data Schedule. (B) REPORTS ON FORM 8-K. ConAgra did not file any reports on Form 8-K during the fiscal quarter ended August 28, 1994. CONAGRA, INC. By: /s/ Stephen L. Key ________________________ Stephen L. Key Executive Vice President and Chief Financial Officer By: /s/ Kenneth DiFonzo _____________________________ Kenneth DiFonzo Vice President, Controller Dated this 11th day of October, 1994. EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE 12 - Statement regarding computation of ratio of earnings to fixed charges, and ratio of earnings to combined fixed charges and preferred dividends....................... EX-12 2 EXHIBIT 12 CONAGRA, INC. AND SUBSIDIARIES COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES AND OF EARNINGS TO COMBINED FIXED CHARGES & PREFERRED STOCK DIVIDENDS ($ IN MILLIONS) Three Months Ended August 28, 1994 ____________ Fixed charges: Interest expense $ 75.2 Capitalized interest 0.5 Interest in cost of goods sold 2.8 One third of non-cancellable lease rent 10.7 ------------ Total fixed charges (A) 89.2 Add preferred stock dividends of the company 9.8 ------------ Total fixed charges and preferred stock dividends (B) $ 99.0 ============ Earnings: Pretax income $ 128.0 Adjustment for unconsolidated subidiaries 1.3 ------------ Pretax income of the Company as a whole 129.3 Add fixed charges 89.2 Less capitalized interest (0.5) ------------ Earnings and fixed charges (C) $ 218.0 ============ Ratio of earnings to fixed charges (C/A) 2.4 Ratio of earnings to combined fixed charges and preferred stock dividends (C/B) 2.2 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 ConAgr as a whole, including its majority-owned subsidiaries, whether or not consolidated, and its proportionate share of any 50% owned subsidiaries, whether or not ConAgra guarantees obligations of these subsidiaries. For purposes of calculating the above ratio of earnings to combined fixed charges and preferred dividends, preferred stock dividend requirements (computed by increasing preferred stock dividends to an amount representing the pre-tax earnings which would be required to cover such dividend requirements) are combined with fixed charges as described above, and the total is divided into earnings as described above. EX-27 3
5 1000 3-mos may-28-1995 aug-28-1994 42,100 0 2,474,100 67,000 3,181,700 6,215,000 4,325,400 1,629,700 11,935,800 5,776,300 2,189,900 1,264,000 355,600 275,000 1,009,900 11,935,800 6,245,900 6,245,900 5,506,800 5,506,800 545,100 0 68,700 128,000 51,200 76,800 0 0 0 76,800 0.31 0
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