-----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, VnqUFtT8NnqoI/lvQRNWyJdYfTC4rBTSOlbF1heWK77W2Psk9BE+LdXjGqDKO3WG 6bItIDWw0kVFyzEv4JnZjw== 0000023217-95-000001.txt : 19950109 0000023217-95-000001.hdr.sgml : 19950109 ACCESSION NUMBER: 0000023217-95-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941127 FILED AS OF DATE: 19950106 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONAGRA INC /DE/ CENTRAL INDEX KEY: 0000023217 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [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: 95500597 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 November 27, 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 December 25, 1994 was 247,976,523. PART I - FINANCIAL INFORMATION CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Millions) NOV 27, MAY 29, NOV 28, 1994 1994 1993 __________ __________ __________ ASSETS Current assets: Cash and cash equivalents $ 59.4 $ 166.4 $ 75.3 Receivables, less allowance for doubtful accounts of $69.5, $55.9 and $58.6 2,410.8 1,589.6 2,342.7 Margin deposits and segregated funds 293.6 286.0 311.7 Inventory: Hedged commodities 1,035.2 723.4 1,127.3 Other 2,579.6 2,161.0 2,391.9 __________ __________ __________ Total inventory 3,614.8 2,884.4 3,519.2 Prepaid expenses 238.4 216.9 207.6 __________ __________ __________ Total current assets 6,617.0 5,143.3 6,456.5 __________ __________ __________ Other assets: Investments in affiliates 286.6 235.9 239.3 Sundry investments, deposits and other noncurrent assets 142.6 129.9 133.5 __________ __________ __________ Total other assets 429.2 365.8 372.8 __________ __________ __________ Property, plant and equipment at cost, less accumulated depreciation of $1687.9, $1564.1 and $1435.8 2,719.0 2,586.3 2,492.5 Brands, trademarks and goodwill, at cost less accumulated amortization 2,750.4 2,626.4 2,652.5 __________ __________ __________ $ 12,515.6 $ 10,721.8 $ 11,974.3 __________ __________ __________ __________ __________ __________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Millions) NOV 27, MAY 29, NOV 28, 1994 1994 1993 __________ __________ __________ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 2,681.9 $ 419.0 $ 2,795.9 Current installments of long-term debt 61.0 120.7 116.4 Accounts payable 1,516.4 1,610.5 1,480.7 Advances on sales 177.2 914.9 274.9 Payable to customers, clearing associations, etc. 330.6 326.5 373.5 Other accrued liabilities 1,479.9 1,361.2 1,252.8 __________ __________ __________ Total current liabilities 6,247.0 4,752.8 6,294.2 __________ __________ __________ Senior long-term debt, excluding current installments 1,417.5 1,440.8 1,357.9 Other noncurrent liabilities 1,057.6 1,079.7 1,143.3 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 252,828,935, 252,726,783 and 252,447,878 1,264.1 1,263.6 1,262.2 Additional paid-in capital 402.1 338.0 311.5 Retained earnings 1,549.8 1,422.7 1,280.2 Foreign currency translation adjustment (16.9) (33.1) (36.8) Less treasury stock, at cost, common shares 4,727,587, 4,531,676 and 4,686,622 (122.3) (117.2) (121.3) __________ __________ __________ 3,076.8 2,874.0 2,695.8 Less unearned restricted stock and value of 21,029,155, 22,286,481 and 22,725,558 common shares held in EEF (679.9) (647.1) (638.8) __________ __________ __________ Total common stockholders' equity 2,396.9 2,226.9 2,057.0 __________ __________ __________ $ 12,515.6 $ 10,721.8 $ 11,974.3 __________ __________ __________ __________ __________ __________ 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 27, NOV 28, 1994 1993 __________ __________ Net sales $ 6,288.6 $ 6,355.1 __________ __________ Costs and expenses: Cost of goods sold 5,392.3 5,525.8 Selling, administrative and general expenses 575.2 537.2 Interest expense, net 74.1 65.2 __________ __________ 6,041.6 6,128.2 __________ __________ Income before equity in earnings of affiliates and income taxes 247.0 226.9 Equity in earnings(loss) of affiliates 2.8 (1.6) __________ __________ Income before income taxes 249.8 225.3 Income taxes 99.9 91.3 __________ __________ Net income 149.9 134.0 Less preferred dividends 6.0 6.0 __________ __________ Net income available for common stock $ 143.9 $ 128.0 __________ __________ __________ __________ Earnings per common and common equivalent share $ 0.63 $ 0.56 __________ __________ __________ __________ Weighted average number of common and common equivalent shares outstanding 229.3 228.8 __________ __________ __________ __________ Cash dividends declared per common share $ 0.208 $ 0.180 __________ __________ __________ __________ 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) TWENTY-SIX WEEKS ENDED NOV 27, NOV 28, 1994 1993 __________ __________ Net sales $ 12,534.5 $ 12,042.5 __________ __________ Costs and expenses: Cost of goods sold 10,899.1 10,555.5 Selling, administrative and general expenses 1,120.3 1,026.9 Interest expense, net 142.8 127.6 __________ __________ 12,162.2 11,710.0 __________ __________ Income before equity in earnings of affiliates and income taxes 372.3 332.5 Equity in earnings of affiliates 5.5 3.5 __________ __________ Income before income taxes 377.8 336.0 Income taxes 151.1 134.4 __________ __________ Net income 226.7 201.6 Less preferred dividends 12.0 12.0 __________ __________ Net income available for common stock $ 214.7 $ 189.6 __________ __________ __________ __________ Earnings per common and common equivalent share $ 0.94 $ 0.83 __________ __________ __________ __________ Weighted average number of common and common equivalent shares outstanding 228.9 229.5 __________ __________ __________ __________ Cash dividends declared per common share $ 0.388 $ 0.335 __________ __________ __________ __________ 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 27, NOV 28, Decrease in Cash and Cash Equivalents 1994 1993 __________ __________ Cash flows from operating activities: Net income $ 226.7 $ 201.6 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and other amortization 153.0 148.7 Goodwill amortization 34.6 36.6 Provision for losses on accounts receivable 19.0 15.5 Undistributed earnings of affiliates (5.5) (3.5) Issuance of common stock in connection with management incentive plans 7.3 3.0 Other noncash items, primarily interest 0.7 1.7 Change in assets and liabilities before effects from business acquisitions: Accounts receivable (772.2) (910.1) Inventory (683.2) (996.8) Prepaid expenses (13.1) (20.7) Accounts payable and other liabilities (773.6) (382.8) Accrued Interest and income taxes 29.4 35.6 __________ __________ Net cash flows from operating activities (1,776.9) (1,871.2) __________ __________ Cash flows from investing activities: Sale of property, plant and equipment 5.6 15.0 Additions to property, plant and equipment (175.1) (155.9) (Increase)decrease in investment in affiliates (31.7) 0.3 Payment for business acquisitions (322.3) - Decrease in notes receivable-Monfort Finance Company 54.9 9.5 Other items (10.3) (2.9) __________ __________ Net cash flows from investing activities (478.9) (134.0) __________ __________ Cash flows from financing activities: Net short term borrowings 2,262.9 2,223.1 Decrease in accounts receivable sold (100.0) (100.0) Proceeds from exercise of employee stock options 10.0 4.4 Cash dividends paid (97.2) (82.7) Repayment of long-term debt (84.2) (120.4) Treasury stock purchases - (105.4) Issuance of preferred securities of a subsidiary company 175.0 - Employee Equity Fund stock transactions 9.0 8.9 Other items, primarily reduction of other noncurrent liabilities (26.7) (4.4) __________ __________ Net cash flows from financing activities 2,148.8 1,823.5 __________ __________ Net decrease in cash & cash equivalents (107.0) (181.7) Cash and cash equivalents at beginning of year 166.4 257.0 __________ __________ Cash and cash equivalents at end of period $ 59.4 $ 75.3 __________ __________ __________ __________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS NOVEMBER 27, 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): NOV 27, MAY 29, NOV 28, 1994 1994 1993 _________ _________ _________ Hedged commodities $ 1,035.2 $ 723.4 $ 1,127.3 Food products and livestock 1,333.9 1,260.7 1,301.3 Agricultural chemicals, fertilizer and feed 422.8 322.6 399.2 Retail merchandise 188.7 176.0 170.7 Other, principally ingredients and supplies 634.2 401.7 520.7 _________ _________ _________ $ 3,614.8 $ 2,884.4 $ 3,519.2 _________ _________ _________ _________ _________ _________ (3) On August 1, 1994, the Company purchased the frozen foods business of Universal Foods Corporation for approximately $163 million in cash plus contingent consideration which has now been determined to be $39 million. 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. On September 16, 1994, the Company acquired MC Retail Foods for approximately $159 million in cash. MC Retail Foods is a marketer of premium quality frozen foods distributed to retail supermarkets under the Marie Callender's brand name. MC Retail Foods sells a wide variety of frozen prepared meals, pot pies and fruit cobblers. MC Retail Foods annual sales in 1993 were $103 million. (4) At November 27, 1994, the Company had equity interests in Saprogal (100%), Sapropor (99%) 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. (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 0.4 (6.1) (5.1) 28.1 17.3 Shares issued in connection with acquisitions 0.1 0.3 0.4 Other share activity associated with Employee Equity Fund 69.9 (60.9) 9.0 Foreign currency translation adjustment 16.2 16.2 Cash dividends declared (99.6) (99.6) Net income 226.7 226.7 _________ _________ _________ _________ _________ _________ _________ Balance 11/27/94 $ 1,264.1 $ 402.1 $ 1,549.8 $ (16.9)$ (122.3)$ (679.9) $ 2,396.9 _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________
(6) With respect to operations of the Company excluding the transaction discussed below, there was no litigation at November 27, 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 second quarter and first half are not necessarily indicative of results which may be attained in the future. FINANCIAL CONDITION During the first half of fiscal 1995, the Company's capital investment (working capital plus noncurrent assets) increased $299.6 million. Working capital decreased $20.5 million and noncurrent assets increased $320.1 million. The increase in noncurrent assets is primarily due to the acquisitions of Universal Frozen Foods and MC Retail Foods (See Note 3). Other purchases of property, plant and equipment were funded by cash flow from operations and borrowings of the proceeds of the issuance of preferred securities of a subsidiary company. Versus the same period last year, property, plant and equipment and brands, trademarks and goodwill increased $324.4 million, mainly as the result of acquisitions. This was funded by a combination of operating cash flow and borrowings of the proceeds of the issuance of preferred securities of a subsidiary company. 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 27, 1994, senior long-term debt was 27 percent of total long-term debt plus equity compared to 30 percent at May 29, 1994 and 30 percent at November 28, 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 NOV. 27, 1994 & NOV. 28, 1993 THIRTEEN WEEKS TWENTY-SIX WEEKS DOLLARS % DOLLARS % ________________________________ Net sales (66.5) (1.0) 492.0 4.1 Cost of goods sold (133.5) (2.4) 343.6 3.3 Gross profit 67.0 8.1 148.4 10.0 Selling, administrative and general expense 38.0 7.1 93.4 9.1 Interest expense, net 8.9 13.7 15.2 11.9 Income before equity in earnings of affiliates and income taxes 20.1 8.9 39.8 12.0 Equity in earnings of affiliates (See Note 4) 4.4 NM* 2.0 57.1 Income before income taxes 24.5 10.9 41.8 12.4 Income taxes 8.6 9.4 16.7 12.4 Net income 15.9 11.9 25.1 12.5 Earnings per common and common equivalent share 0.07 12.5 0.11 13.3 *Not Measurable The decrease in ConAgra's fiscal 1995 second quarter net sales was mainly due to the adjustment in fiscal 1994 for ConAgra's increased investment in Australia Meat Holdings (AMH). ConAgra increased its interest in AMH from 50 percent to 91 percent at the end of fiscal 1994's second quarter. Because the transaction was effective as of the beginning of the fiscal year, fiscal 1994 second quarter results include AMH's first half sales versus only second quarter sales in fiscal 1995's second quarter results. First half results are on the same basis for the two years. Lower raw materials costs passed through as lower selling prices in U.S. Meat Products operations also constrained sales dollars growth in fiscal 1995's second quarter and first half. In the Company's largest industry segment, Prepared Foods, the Meat, Grocery and Diversified Products businesses contributed to an operating profit gain in fiscal 1995's second quarter and first half. In Meat Products, operating improvements and industry conditions supported better margins in U.S. fresh beef and pork products during this year's second quarter and first half. Beef earnings were down in Australia due to unfavorable industry conditions. In branded packaged meats, Armour Swift-Eckrich's unit volumes were up and earnings increased, but earnings declined in two specialty products businesses. Earnings moved up in the cheese products business. In Grocery Products, the consumer frozen foods business reported unit volume growth and an operating profit gain in the second quarter and first half. Acquiring the Marie Callender's business in the second quarter added a line of premium branded frozen foods with annual sales over $100 million. Unit volume growth also contributed to Hunt-Wesson's operating profit growth. In Diversified Products, second quarter and first half operating profit growth was led by earnings gains in the potato products business, in part due to the acquisition of Universal Frozen Foods during this year's first quarter. Operating profit was down in turkey products and chicken products, a business undergoing extensive restructuring to improve longer-term results. The Company's Trading and Processing industry segment registered operating profit increases in the second quarter and first half. The increases were driven by several businesses including international fertilizer operations, offshore processing and grain merchandising, partially offset by losses in the dried fruit and nuts business. In ConAgra's Agri-Products industry segment, operating profit increased modestly in the second quarter and moderately in the first half. In the crop protection chemicals and fertilizer distribution business, operating profit was down in the second quarter and up 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) 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. As noted above, 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. Second quarter fiscal 1994 results include AMH's first half results on a consolidated basis and reversal of AMH's first quarter contribution to equity in earnings of affiliates. For this reason, fiscal 1994's second quarter equity in earnings of affiliates was lower than fiscal 1995's. ConAgra is in the process of divesting certain non-core businesses. In October, 1994, the Company sold its Consumer Direct (direct mail marketing) business to Hickory Farms of Ohio. In December, 1994 the Company sold Dyno Merchandise, Inc. (a home sewing accessories business) to Dyno Corporation, a newly formed corporation owned by BT Capital Corporation and Dyno's management. Also, in December, 1994 the Company sold Geldermann, Inc. (a financial services business) to ED&F Man Group PLC. Sales and earnings of the businesses divested, and identified for divestiture, account for less than 5% of ConAgra's total sales and earnings and are not material to ConAgra's results of operations. The planned divestitures are expected to produce an insignificant net gain over book value. CONAGRA, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) EXHIBITS. 10.1 - Form of Employment Agreement between ConAgra and each of Messrs. DiFonzo, Manuel, Willensky and Womack, incorporated by reference to Exhibit 10.4 of ConAgra's Annual Report on Form 10-K for the fiscal year ended May 29, 1994. 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 November 27, 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 6th day of January, 1995. EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE 10.1 - Form of Employment Agreement between ConAgra and each of Messrs. DiFonzo, Manuel, Willensky and Womack, incorporated by reference to Exhibit 10.4 of ConAgra's Annual Report on Form 10-K for the fiscal year ended May 29, 1994. 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) Six Months Ended November 27, 1994 ____________ Fixed charges: Interest expense $ 158.7 Capitalized interest 1.7 Interest in cost of goods sold 6.9 One third of non-cancellable lease rent 21.1 ------------ Total fixed charges (A) 188.4 Add preferred stock dividends of the company 19.7 ------------ Total fixed charges and preferred stock dividends (B) $ 208.1 ============ Earnings: Pretax income $ 377.8 Adjustment for unconsolidated subidiaries 2.3 ------------ Pretax income of the Company as a whole 380.1 Add fixed charges 188.4 Less capitalized interest (1.7) ------------ Earnings and fixed charges (C) $ 566.8 ============ Ratio of earnings to fixed charges (C/A) 3.0 Ratio of earnings to combined fixed charges and preferred stock dividends (C/B) 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 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 6-mos may-28-1995 nov-27-1994 59,400 0 2,480,300 69,500 3,614,800 6,617,000 4,406,900 1,687,900 12,515,600 6,247,000 2,183,500 1,264,100 355,600 275,000 1,132,800 12,515,600 12,534,500 12,534,500 10,899,100 10,899,100 1,120,300 0 142,800 377,800 151,100 226,700 0 0 0 226,700 0.94 0
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