-----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, Fa1a46FExLy+bbqsWQYqvFR7mKJrYPiVH52KF/D4TVuQ08pZhPeqG+YhGzKHx6bu xGSkBhOMTTCwfk7IH5QQbQ== 0000023217-95-000007.txt : 19950414 0000023217-95-000007.hdr.sgml : 19950414 ACCESSION NUMBER: 0000023217-95-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950226 FILED AS OF DATE: 19950410 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: 95527813 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 February 26, 1995 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 March 26, 1995 was 245,391,887 PART I - FINANCIAL INFORMATION CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Millions) FEB 26, MAY 29, FEB 27, 1995 1994 1994 _________ _________ _________ ASSETS Current assets: Cash and cash equivalents $ 111.0 $ 166.4 $ 76.2 Receivables, less allowance for doubtful accounts of $67.2, $55.9 and $62.5 2,101.2 1,589.6 2,293.8 Margin deposits and segregated funds - 286.0 321.2 Inventory: Hedged commodities 1,049.6 723.4 978.2 Other 2,604.6 2,161.0 2,363.7 _________ _________ _________ Total inventory 3,654.2 2,884.4 3,341.9 Prepaid expenses 237.7 216.9 208.8 _________ _________ _________ Total current assets 6,104.1 5,143.3 6,241.9 _________ _________ _________ Other assets: Investments in affiliates 273.6 235.9 240.0 Sundry investments, deposits and other noncurrent assets 147.9 129.9 129.3 _________ _________ _________ Total other assets 421.5 365.8 369.3 _________ _________ _________ Property, plant and equipment at cost, less accumulated depreciation of $1733.3, $1564.1 and $1528.0 2,739.5 2,586.3 2,524.8 Brands, trademarks and goodwill, at cost less accumulated amortization 2,776.1 2,626.4 2,645.7 _________ _________ _________ $12,041.2 $10,721.8 $11,781.7 _________ _________ _________ _________ _________ _________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Millions) FEB 26, MAY 29, FEB 27, 1995 1994 1994 _________ _________ _________ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 2,054.5 $ 419.0 $ 2,629.7 Current installments of long-term debt 55.4 120.7 107.6 Accounts payable 1,666.2 1,610.5 1,509.2 Advances on sales 222.8 914.9 198.3 Payable to customers, clearing associations, etc. - 326.5 397.7 Other accrued liabilities 1,500.5 1,361.2 1,234.6 _________ _________ _________ Total current liabilities 5,499.4 4,752.8 6,077.1 _________ _________ _________ Senior long-term debt, excluding current installments 1,399.5 1,440.8 1,308.4 Other noncurrent liabilities 1,099.7 1,079.7 1,145.5 Subordinated debt 750.0 766.0 766.0 Preferred securities of subsidiary company 525.0 100.0 - Preferred shares subject to mandatory redemption 355.6 355.6 355.6 Common stockholders' equity: Common stock of $5 par value, authorized 1,200,000,000 shares, issued 252,843,405, 252,726,783 and 252,540,456 1,264.2 1,263.6 1,262.7 Additional paid-in capital 428.3 338.0 297.9 Retained earnings 1,615.1 1,422.7 1,337.5 Foreign currency translation adjustment (53.9) (33.1) (31.2) Less treasury stock, at cost, common shares 5,804,673, 4,531,676 and 4,504,620 (155.8) (117.2) (116.6) _________ _________ _________ 3,097.9 2,874.0 2,750.3 Less unearned restricted stock and value of 20,305,061, 22,286,481 and 22,537,094 common shares held in EEF (685.9) (647.1) (621.2) _________ _________ _________ Total common stockholders' equity 2,412.0 2,226.9 2,129.1 _________ _________ _________ $12,041.2 $10,721.8 $11,781.7 _________ _________ _________ _________ _________ _________ 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 FEB 26, FEB 27, 1995 1994 _________ _________ Net sales $ 5,757.6 $ 5,581.3 _________ _________ Costs and expenses: Cost of goods sold 4,918.1 4,825.4 Selling, administrative and general expenses 569.3 518.8 Interest expense, net 72.2 67.1 _________ _________ 5,559.6 5,411.3 _________ _________ Income before equity in earnings of affiliates and income taxes 198.0 170.0 Equity in earnings(loss) of affiliates (0.5) 1.1 _________ _________ Income before income taxes 197.5 171.1 Income taxes 79.0 67.4 _________ _________ Net income 118.5 103.7 Less preferred dividends 6.0 6.0 _________ _________ Net income available for common stock $ 112.5 $ 97.7 _________ _________ _________ _________ Earnings per common and common equivalent share $ 0.49 $ 0.43 _________ _________ _________ _________ Weighted average number of common and common equivalent shares outstanding 229.6 227.3 _________ _________ _________ _________ Cash dividends declared per common share $ 0.207 $ 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) THIRTY-NINE WEEKS ENDED FEB 26, FEB 27, 1995 1994 _________ _________ Net sales $18,292.1 $17,623.8 _________ _________ Costs and expenses: Cost of goods sold 15,817.2 15,380.9 Selling, administrative and general expenses 1,689.6 1,545.7 Interest expense, net 215.0 194.7 _________ _________ 17,721.8 17,121.3 _________ _________ Income before equity in earnings of affiliates and income taxes 570.3 502.5 Equity in earnings of affiliates 5.0 4.6 _________ _________ Income before income taxes 575.3 507.1 Income taxes 230.1 201.8 _________ _________ Net income 345.2 305.3 Less preferred dividends 18.0 18.0 _________ _________ Net income available for common stock $ 327.2 $ 287.3 _________ _________ _________ _________ Earnings per common and common equivalent share $ 1.43 $ 1.26 _________ _________ _________ _________ Weighted average number of common and common equivalent shares outstanding 229.2 228.7 _________ _________ _________ _________ Cash dividends declared per common share $ 0.595 $ 0.515 _________ _________ _________ _________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Millions) THIRTY-NINE WEEKS ENDED FEB 26, FEB 27, Decrease in Cash and Cash Equivalents 1995 1994 _________ _________ Cash flows from operating activities: Net income $ 345.2 $ 305.3 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and other amortization 222.0 217.7 Goodwill amortization 52.9 55.0 Provision for losses on accounts receivable 26.2 20.6 Undistributed earnings of affiliates (5.0) (4.6) Issuance of common stock in connection with management incentive plans 4.3 4.6 Other noncash items, primarily interest 1.5 2.2 Change in assets and liabilities before effects from business acquisitions: Accounts receivable (632.4) (893.3) Inventory (724.9) (819.5) Prepaid expenses (24.1) (20.7) Accounts payable and other liabilities (500.8) (404.4) Accrued Interest and income taxes 11.7 51.7 _________ _________ Net cash flows from operating activities (1,223.4) (1,485.4) _________ _________ Cash flows from investing activities: Sale of property, plant and equipment 22.1 18.8 Additions to property, plant and equipment (282.1) (249.4) Increase in investment in affiliates (34.6) (0.9) Payment for business acquisitions (361.3) - Net proceeds from sale of businesses 80.3 - Decrease in notes receivable-Monfort Finance Company 67.7 26.8 Other items (31.0) (6.6) _________ _________ Net cash flows from investing activities (538.9) (211.3) _________ _________ Cash flows from financing activities: Net short term borrowings 1,635.5 2,019.6 Decrease in accounts receivable sold (100.0) (100.0) Proceeds from exercise of employee stock options 16.7 5.9 Cash dividends paid (146.3) (129.4) Repayment of long-term debt (124.6) (185.6) Treasury stock purchases (28.9) (105.4) Issuance of preferred securities of a subsidiary company 425.0 - Employee Equity Fund stock transactions 21.0 8.9 Other items 8.5 1.9 _________ _________ Net cash flows from financing activities 1,706.9 1,515.9 _________ _________ Net decrease in cash & cash equivalents (55.4) (180.8) Cash and cash equivalents at beginning of year 166.4 257.0 _________ _________ Cash and cash equivalents at end of period $ 111.0 $ 76.2 _________ _________ _________ _________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS FEBRUARY 26, 1995 (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): FEB 26, MAY 29, FEB 27, 1995 1994 1994 ________ ________ ________ Hedged commodities $1,049.6 $ 723.4 $ 978.2 Food products and livestock 1,376.4 1,260.7 1,275.4 Agricultural chemicals, fertilizer and feed 480.2 322.6 390.8 Retail merchandise 188.7 176.0 167.6 Other, principally ingredients and supplies 559.3 401.7 529.9 ________ ________ ________ $3,654.2 $2,884.4 $3,341.9 ________ ________ ________ ________ ________ ________ (3) On August 1, 1994, the Company purchased the frozen foods business of Universal Foods Corporation for approximately $202 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. 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) In February 1995, ConAgra Capital L.C., controlled by two indirectly wholly-owned subsidiaries of ConAgra, Inc., issued 10.0 million 9.35% Series C Cumulative Preferred Securities (Class C Securities) at a price of $25 per security. ConAgra Capital, L.C. loaned the net proceeds to ConAgra, Inc. to be used for general corporate purposes. Dividends on the Class C Securities at the rate of 9.35% per annum are payable monthly commencing February 28, 1995. The Class C Securities are guaranteed on a limited basis by ConAgra, Inc. and, in certain limited circumstances, are exchangeable for debt securities of ConAgra, Inc. The Class C Securities are redeemable at the option of ConAgra Capital, L.C. (with ConAgra Inc.'s consent) in whole or in part, on or after February 29, 2000 at $25 per security plus accumulated and unpaid dividends to the date fixed for redemption. (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 0.5 (9.2) (9.7) 39.4 21.0 Shares issued in connection with acquisitions 0.1 0.3 0.4 Purchase of treasury shares (28.9) (28.9) Other share activity associated with Employee Equity Fund 99.2 (78.2) 21.0 Foreign currency translation adjustment (20.8) (20.8) Cash dividends declared (152.8) (152.8) Net income 345.2 345.2 __________ __________ __________ __________ __________ __________ __________ Balance 2/26/95 $ $1,264.2 $ $428.3 $ $1,615.1 $ ($53.9)$ ($155.8)$ ($685.9) $ $2,412.0 __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________
(6) With respect to operations of the Company excluding the transaction discussed below, there was no litigation at February 26, 1995 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. (8) In February 1995, the Company's Board of Director's authorized ConAgra to purchase up to 25 million shares of the Company's outstanding common stock from time to time in the open market over several years. As of March 31, 1995, the Company has purchased 2,523,600 shares at an aggregate cost of $83.1 million. Purchased shares may be used to replace shares issued for acquisitions and to meet obligations for employee incentive and benefit plans and conversion of the Company's Class E preferred stock, which is initially subject to call on August 14, 1995. ConAgra presently intends to call for redemption during calendar year 1995 some or all of the 14,195,495 outstanding shares of $25 Class E Cumulative Convertible Preferred Stock. 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 third quarter and first nine months are not necessarily indicative of results which may be attained in the future. FINANCIAL CONDITION During the first nine months of fiscal 1995, the Company's capital investment (working capital plus noncurrent assets) increased $572.8 million. Working capital increased $214.2 million and noncurrent assets increased $358.6 million. The decrease in payables to customers and margin deposits and segregated funds from the prior year is the result of the sale of Geldermann, Inc. during the third quarter of fiscal 1995. The increase in noncurrent assets is primarily due to the acquisitions of Universal Frozen Foods and MC Retail Foods (See Note 3). Cash flow from operations and borrowings of the proceeds of the issuance of preferred securities of a subsidiary company contributed to the working capital increase and funded other purchases of property, plant and equipment. Versus the same period last year, property, plant and equipment and brands, trademarks and goodwill increased $345.1 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 February 26, 1995, senior long-term debt was 26 percent of total long-term debt plus equity compared to 30 percent at May 29, 1994 and 29 percent at February 27, 1994. 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 FEB. 26, 1995 & FEB. 27, 1994 THIRTEEN WEEKS THIRTY-NINE WEEKS DOLLARS % DOLLARS % ________________________________ Net sales 176.3 3.2 668.3 3.8 Cost of goods sold 92.7 1.9 436.3 2.8 Gross profit 83.6 11.1 232.0 10.3 Selling, administrative and general expense 50.5 9.7 143.9 9.3 Interest expense, net 5.1 7.6 20.3 10.4 Income before equity in earnings of affiliates and income taxes 28.0 16.5 67.8 13.5 Equity in earnings of affiliates (1.6) NM* 0.4 8.7 Income before income taxes 26.4 15.4 68.2 13.4 Income taxes 11.6 17.2 28.3 14.0 Net income 14.8 14.3 39.9 13.1 Earnings per common and common equivalent share 0.06 14.0 0.17 13.5 *Not Measurable Sources of increased sales and expenses during the third quarter and first nine months included the crop protection chemical, consumer frozen foods and potato products businesses. 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 third quarter and first nine months. In Meat Products, operating improvements and industry conditions in Australia supported better margins in U.S. fresh beef and pork products during this year's third quarter and first nine months. The beef business in Australia increased third quarter operating profit, but nine month earnings were down due to unfavorable first half industry conditions. Third quarter and nine month operating profit decreased in branded packaged meats, mainly due to lower earnings in two specialty products businesses. The cheese products business achieved earnings growth in both periods. In Grocery Products, the consumer frozen foods business reported unit volume growth and an operating profit gain in the third quarter and first nine months. Healthy Choice was a major contributor to both volume and earnings growth in frozen foods. Hunt Wesson's operating profit was also up in the third quarter and first nine months. In Diversified Products, third quarter and nine month 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 decreased substantially in chicken products. During the third quarter, the chicken products business was moved into the Company's Refrigerated Products group to help accelerate a return to acceptable results. The Company's Trading and Processing industry segment registered operating profit increases in the third quarter and first nine months. The increases were driven by several businesses including specialty grain products, offshore processing, grain merchandising and international fertilizer operations, partially offset by losses in a business which is being discontinued. In ConAgra's Agri-Products industry segment, operating profit increased in the third quarter and first nine months. Operating profit was up in the crop protection chemicals and fertilizer business, the segment's largest business. The devaluation of the Mexican peso had a negative effect on the Company's investments and operating results in Mexico during the third quarter and fiscal year to date. 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. 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 company expects that the ultimate gain/loss on the planned divestiture program will not be significant to the Company's results of operations. CONAGRA, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION 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 filed a report on Form 8-K dated February 11, 1995 reporting (i) action of ConAgra's board of directors on February 11, 1995 authorizing the Company to purchase up to 25,000,000 shares of its outstanding common stock from time to time in the open market over several years, (ii) ConAgra's current intention to call for redemption during calendar year 1995 some or all of the Company's Class E $25 Cumulative Convertible Preferred Stock subject to market considerations and Board approval, and (iii) the completion on February 2, 1995 of the sale of $250 million of 9.35% Series C Cumulative Preferred Securities by ConAgra Capital, L.C., which loaned the proceeds of the sale to ConAgra. ConAgra also filed a report on Form 8-K dated March 22, 1995 reporting that Stephen L. Key, Executive Vice President and Chief Financial Officer, was leaving the Company for personal reasons effective April 14, 1995. CONAGRA, INC. By: /s/ Stephen L. Key ________________________ Stephen L. Key Executive Vice President and Chief Financial Officer By: /s/ Kenneth DiFonzo _____________________________ Kenneth DiFonzo Vice President, Controller Dated this 10 day of April, 1995. EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE 12 - Statement regarding computation of ratio of earnings to fixed charges, and ratio of earnings to combined fixed charges and preferred dividends....................... EX-12 2 EXHIBIT 12 CONAGRA, INC. AND SUBSIDIARIES COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES AND OF EARNINGS TO COMBINED FIXED CHARGES & PREFERRED STOCK DIVIDENDS ($ IN MILLIONS) Nine Months Ended February 26, 1995 ____________ Fixed charges: Interest expense $ 246.0 Capitalized interest 2.8 Interest in cost of goods sold 12.9 One third of non-cancellable lease rent 31.8 ------------ Total fixed charges (A) 293.5 Add preferred stock dividends of the company 29.5 ------------ Total fixed charges and preferred stock dividends (B) $ 323.0 ============ Earnings: Pretax income $ 575.3 Adjustment for unconsolidated subidiaries 5.2 ------------ Pretax income of the Company as a whole 580.5 Add fixed charges 293.5 Less capitalized interest (2.8) ------------ Earnings and fixed charges (C) $ 871.2 ============ 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 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. 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 9-mos may-28-1995 feb-26-1995 111,000 0 2,168,400 67,200 3,654,200 6,104,100 4,472,800 1,733,300 12,041,200 5,499,400 2,149,500 1,264,200 355,600 525,000 1,147,800 12,041,200 18,292,100 18,292,100 15,817,200 15,817,200 1,689,600 0 215,000 575,300 230,100 345,200 0 0 0 345,200 1.43 0
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