-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F/7q7Y1czrqrJo4JjAIGgHBlbTaGgMiBEhQSAEKN/gxjLe9vb8FnR/4sNBpCiwgz g+fwwArY0LRHtP5ytkhKNQ== 0000023217-96-000002.txt : 19960112 0000023217-96-000002.hdr.sgml : 19960111 ACCESSION NUMBER: 0000023217-96-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19951126 FILED AS OF DATE: 19960110 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: 000-20597 FILM NUMBER: 96502506 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 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 December 24, 1995 was 246,563,011. PART I - FINANCIAL INFORMATION CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Millions) NOV 26, MAY 28, NOV 27, 1995 1995 1994 _________ _________ _________ ASSETS Current assets: Cash and cash equivalents $ 46.4 $ 60.0 $ 59.4 Receivables, less allowance for doubtful accounts of $68.0, $63.9 and $69.5 2,530.7 1,540.0 2,410.8 Margin deposits and segregated funds - - 293.6 Inventory: Hedged commodities 1,350.2 925.4 1,035.2 Other 2,610.8 2,241.9 2,579.6 _________ _________ _________ Total inventory 3,961.0 3,167.3 3,614.8 Prepaid expenses 384.5 372.9 238.4 _________ _________ _________ Total current assets 6,922.6 5,140.2 6,617.0 _________ _________ _________ Property, plant and equipment at cost, less accumulated depreciation of $1935.9, $1741.8 and $1687.9 3,239.4 2,796.0 2,719.0 Brands, trademarks and goodwill, at cost less accumulated amortization 2,564.9 2,420.1 2,750.4 Other assets 449.3 444.7 429.2 _________ _________ _________ $13,176.2 $10,801.0 $12,515.6 _________ _________ _________ _________ _________ _________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Millions) NOV 26, MAY 28, NOV 27, 1995 1995 1994 _________ _________ _________ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 3,112.6 $ - $ 2,681.9 Current installments of long-term debt 129.0 47.9 61.0 Accounts payable 1,706.9 1,574.8 1,516.4 Advances on sales 209.1 856.6 177.2 Payable to customers, clearing associations, etc. - - 330.6 Other accrued liabilities 1,452.7 1,485.6 1,479.9 _________ _________ _________ Total current liabilities 6,610.3 3,964.9 6,247.0 _________ _________ _________ Senior long-term debt, excluding current installments 1,727.0 1,770.0 1,417.5 Other noncurrent liabilities 904.4 940.8 1,057.6 Subordinated debt 750.0 750.0 766.0 Preferred securities of subsidiary company 525.0 525.0 275.0 Preferred shares subject to mandatory redemption 27.9 354.9 355.6 Common stockholders' equity: Common stock of $5 par value, authorized 1,200,000,000 shares, issued 252,957,072, 252,869,958 and 252,828,935 1,264.8 1,264.3 1,264.1 Additional paid-in capital 410.8 409.9 402.1 Retained earnings 1,858.9 1,712.5 1,549.8 Foreign currency translation adjustment (29.3) (44.9) (16.9) Less treasury stock, at cost, common shares 4,846,730, 7,172,312 and 4,727,587 (166.7) (206.9) (122.3) _________ _________ _________ 3,338.5 3,134.9 3,076.8 Less unearned restricted stock and value of 17,541,528 19,423,916 and 21,029,155 common shares held in EEF (706.9) (639.5) (679.9) _________ _________ _________ Total common stockholders' equity 2,631.6 2,495.4 2,396.9 _________ _________ _________ $13,176.2 $10,801.0 $12,515.6 _________ _________ _________ _________ _________ _________ 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 26, NOV 27, 1995 1994 _________ _________ Net sales $ 6,626.3 $ 6,288.6 _________ _________ Costs and expenses: Cost of goods sold 5,677.4 5,392.3 Selling, administrative and general expenses 591.6 575.2 Interest expense, net 77.6 74.1 _________ _________ 6,346.6 6,041.6 _________ _________ Income before equity in earnings of affiliates and income taxes 279.7 247.0 Equity in earnings of affiliates 3.6 2.8 _________ _________ Income before income taxes 283.3 249.8 Income taxes 116.2 99.9 _________ _________ Net income 167.1 149.9 Less preferred dividends 3.5 6.0 _________ _________ Net income available for common stock $ 163.6 $ 143.9 _________ _________ _________ _________ Earnings per common and common equivalent share $ 0.72 $ 0.63 _________ _________ _________ _________ Weighted average number of common and common equivalent shares outstanding 226.9 229.3 _________ _________ _________ _________ Cash dividends declared per common share $ 0.237 $ 0.208 _________ _________ _________ _________ CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Dollars and shares in millions except per share amounts) TWENTY-SIX WEEKS ENDED NOV 26, NOV 27, 1995 1994 _________ _________ Net sales $13,062.7 $12,534.5 _________ _________ Costs and expenses: Cost of goods sold 11,311.8 10,899.1 Selling, administrative and general expenses 1,169.9 1,120.3 Interest expense, net 153.5 142.8 _________ _________ 12,635.2 12,162.2 _________ _________ Income before equity in earnings of affiliates and income taxes 427.5 372.3 Equity in earnings of affiliates 3.4 5.5 _________ _________ Income before income taxes 430.9 377.8 Income taxes 176.7 151.1 _________ _________ Net income 254.2 226.7 Less preferred dividends 8.6 12.0 _________ _________ Net income available for common stock $ 245.6 $ 214.7 _________ _________ _________ _________ Earnings per common and common equivalent share $ 1.08 $ 0.94 _________ _________ _________ _________ Weighted average number of common and common equivalent shares outstanding 227.2 228.9 _________ _________ _________ _________ Cash dividends declared per common share $ 0.445 $ 0.388 _________ _________ _________ _________ 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 26, NOV 27, Decrease in Cash and Cash Equivalents 1995 1994 _________ _________ Cash flows from operating activities: Net income $ 254.2 $ 226.7 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and other amortization 163.8 153.0 Goodwill amortization 36.0 34.6 Other noncash items (includes nonpension postretirement benefits) 27.7 21.5 Change in assets and liabilities before effects from business acquisitions (2,374.7) (2,212.7) _________ _________ Net cash flows from operating activities (1,893.0) (1,776.9) _________ _________ Cash flows from investing activities: Sale of property, plant and equipment 31.9 5.6 Additions to property, plant and equipment (285.7) (175.1) Payment for business acquisitions (454.0) (322.3) Decrease in notes receivable-Monfort Finance Company 30.1 54.9 Other items 26.1 (42.0) _________ _________ Net cash flows from investing activities (651.6) (478.9) _________ _________ Cash flows from financing activities: Net short term borrowings 3,084.2 2,262.9 Decrease in accounts receivable sold - (100.0) Proceeds from exercise of employee stock options 31.5 10.0 Cash dividends paid (105.9) (97.2) Repayment of long-term debt (54.3) (84.2) Treasury stock purchases (399.1) - Issuance of preferred securities of a subsidiary company - 175.0 Employee Equity Fund stock transactions 7.5 9.0 Other items (32.9) (26.7) _________ _________ Net cash flows from financing activities 2,531.0 2,148.8 _________ _________ Net decrease in cash & cash equivalents (13.6) (107.0) Cash and cash equivalents at beginning of year 60.0 166.4 _________ _________ Cash and cash equivalents at end of period $ 46.4 $ 59.4 _________ _________ _________ _________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS NOVEMBER 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 1995 annual report, which report was incorporated by reference in Form 10-K for the fiscal year ended May 28, 1995. (2) The composition of inventories is as follows (in millions): NOV 26, MAY 28, NOV 27, 1995 1995 1994 _________ _________ _________ Hedged commodities $ 1,350.2 $ 925.4 $ 1,035.2 Food products and livestock 1,341.3 1,232.2 1,333.9 Agricultural chemicals, fertilizer and feed 465.8 323.1 422.8 Retail merchandise 173.7 196.4 188.7 Other, principally ingredients and supplies 630.0 490.2 634.2 _________ _________ _________ $ 3,961.0 $ 3,167.3 $ 3,614.8 _________ _________ _________ _________ _________ _________ (3) ConAgra acquired all outstanding common stock of Canada Malting Co. Limited, one of the world's largest producers of malted barley for approximately US$ 300 million, pursuant to a tender offer commenced in September 1995 and a statutory amalgamation completed in December 1995. In addition to being Canada's leading malt producer and exporter, Canada Malting Co. Limited has interests in malt producers in the United States, the United Kingdom, Argentina and Uruguay. Canada Malting is also the leading producer of mushrooms in Canada. Canada Malting's sales for the year ended December 31, 1994 were Canadian $367 million. (4) 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 5/28/95 $ $1,264.3 $ $409.9 $ $1,712.5 $ ($44.9)$ ($206.9)$ ($639.5) $ $2,495.4 Shares issued Employee stock option and incentive 0.3 1.1 0.1 (0.1) 1.4 EEF* stock option, incentive and other employee benefit plans (1.9) 51.4 49.5 Fair market valuation of EEF shares 119.1 (119.1) - Acquisitions 0.1 0.3 0.4 Conversion of preferred stock 0.1 (117.7) 444.6 327.0 Shares acquired Incentive plans (5.4) 0.4 (5.0) Treasury shares purchased (399.1) (399.1) Foreign currency translation adjustment 15.6 15.6 Cash dividends declared (107.8) (107.8) Net income 254.2 254.2 __________ __________ __________ __________ __________ __________ __________ Balance 11/26/95 $ $1,264.8 $ $410.8 $ $1,858.9 $ ($29.3)$ ($166.7)$ ($706.9) $ $2,631.6 __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ *Employee Equity Fund
(5) On August 14, 1990, ConAgra acquired Beatrice Company (Beatrice). As a result of the acquisition and the significant pre-acquisition tax and other contingencies of the Beatrice businesses and its former subsidiaries, the consolidated post-acquisition financial statements of ConAgra have reflected significant liabilities and valuation allowances associated with the estimated resolution of these contingencies. Subsequent to the acquisition of Beatrice by ConAgra, the Internal Revenue Service completed its audit of the federal income tax returns of Beatrice and its predecessors for the fiscal years ended in 1985 through 1987 and issued an examining agent's report. The findings contained in the report were protested by Beatrice. Agreement was reached with the Internal Revenue Service regarding these matters in August 1995. This settlement resolves all deficiencies proposed by the Internal Revenue Service for 1987 and prior years, including deficiencies relating to previously-filed carry-back claims. The settlement allowed ConAgra to better estimate the amounts of Beatrice state tax liabilities that will ultimately be paid to various state tax authorities, and the amounts of state tax and interest that will be deductible for federal income tax purposes. Prior to the settlement, ConAgra had recorded a valuation allowance against deferred tax assets of approximately $230.0 million due to uncertainties as to the ultimate realization of these assets. As a result of the settlement, ConAgra has released the $230.0 million valuation allowance and has reduced noncurrent liabilities by $135.0 million, with a resulting reduction of goodwill associated with the Beatrice acquisition of $365.0 million. Federal income tax returns of Beatrice for fiscal years ended 1988, 1989 and 1990 and various state tax returns remain open. However, after taking into account the foregoing adjustments, management believes that the ultimate resolution of all remaining pre-acquisition Beatrice tax contingencies should not exceed the reserves established for such matters. Beatrice is also engaged in various litigation and environmental proceedings related to businesses divested by Beatrice prior to its acquisition by ConAgra. The environmental proceedings include litigation and administrative proceedings involving Beatrice's status as a potentially responsible party at 48 Superfund, proposed Superfund or state-equivalent sites. Beatrice has paid or is in the process of paying its liability share at 35 of these sites. Beatrice's known volumetric contribution exceeds 4% at seven of the sites. Beatrice has established substantial reserves for these matters. The environmental reserves are based on Beatrice's best estimate of its undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required cleanup, the known volumetric contribution of Beatrice and other potentially liable responsible parties and Beatrice's prior experience in remediating sites. Management believes the ultimate resolution of such Beatrice legal and environmental contingenices should not exceed the reserves established for such matters. ConAgra is party to a number of other lawsuits and claims arising out of the operation of its businesses. After taking into account liabilities recorded for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on ConAgra's financial condition, results of operation or liquidity. (6) On October 16, 1995 the company called for redemption on November 30, 1995 all of its Class E $25.00 cumulative convertible preferred stock. The redemption price is $25.76819 per share, representing $25.48225 per share of preferred stock plus accrued and unpaid dividends to and including November 30, 1995. Holders of the preferred stock, as an alternative to redemption prior to the redemption date, could convert each preferred share held into 1.017728 shares of the company's common stock. As of November 26, 1995, 13,077,319 shares of Class E preferred stock, at a par value of $327.0 million, had been converted into shares of common stock. Since February 1995, the Company has purchased, in the open market, 14,436,587 shares of common stock at an aggregate cost of $516.8 million to cover the conversion of the Class E preferred stock. (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 that 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 1996 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 1996, the Company's capital investment (working capital plus noncurrent assets) decreased $270.2 million. Working capital decreased $863.0 million and noncurrent assets increased $592.8 million. The decrease in working capital resulted from an increase in notes payable due to business acquisitions and normal property, plant and equipment additions, and from treasury stock purchases. The increase in notes payable was also due to the normal seasonal increase in accounts receivable and inventory. The decrease in payables to customers and margin deposits and segregated funds from the prior year first half is the result of the sale of Geldermann, Inc. during the third quarter of fiscal 1995. The increase in property, plant and equipment over second quarter of fiscal 1995 of $520.4 million is primarily due to business acquisitions and normal additions. 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 26,1995, senior long-term debt was 31 percent of total long-term debt plus equity compared to 30 percent at May 28,1995 and 27 percent at November 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 NOV. 26, 1995 & NOV. 27, 1994 THIRTEEN WEEKS TWENTY-SIX WEEKS DOLLARS % DOLLARS % ________________________________ Net sales 337.7 5.4 528.2 4.2 Cost of goods sold 285.1 5.3 412.7 3.8 Gross profit 52.6 5.9 115.5 7.1 Selling, administrative and general expenses 16.4 2.9 49.6 4.4 Interest expense, net 3.5 4.7 10.7 7.5 Income before equity in earnings of affiliates and income taxes 32.7 13.2 55.2 14.8 Equity in earnings of affiliates 0.8 28.6 (2.1) (38.2) Income before income taxes 33.5 13.4 53.1 14.1 Income taxes 16.3 16.3 25.6 16.9 Net income 17.2 11.5 27.5 12.1 Earnings per common and common equivalent share 0.09 14.3 0.14 14.9 All three of ConAgra's industry segments, Food Inputs & Ingredients, Refrigerated Foods and Grocery/Diversified Products increased operating profit in fiscal 1996's second quarter and first half versus the same periods in fiscal 1995. Sources of increased sales and expenses during the second quarter and first half included the international trading businesses, the crop protection chemical business, the grain processing businesses, the pork business and the grocery products businesses. Those increases were partially offset by sales and expense declines in the red meat business and the Australian meat business. Acquisitions, as well as unit volume increases, contributed to ConAgra's second quarter and first half sales growth, partially offset by the divestiture of non-core businesses. In the Grocery/Diversified segment, Hunt-Wesson and the Lamb-Weston potato products business achieved earnings growth in the second quarter and first half. Consumer Frozen Foods' operating profit declined in the second quarter but was up for the first half. Acquisitions contributed to the Grocery/Diversified segment's earnings growth in both periods. In the Refrigerated Foods segment, second quarter and first half operating profit growth was driven by the U.S. beef business, turkey products and cheese products. Chicken products results improved in the second quarter and first half. Operating profit declined in both periods in packaged meats, pork products and Australia beef. In the Food Inputs & Ingredients industry segment, the principal sources of second quarter and first half operating profit growth were grain merchandising and management actions last year to eliminate unhealthy businesses. Crop input operating profit was up in both periods. Grain Processing operating profit was up in the second quarter but down in the first half. Specialty Retailing earnings declined in both periods. 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) income taxes and goodwill amortization are excluded from segment operating profit. For financial businesses, operating profit includes the effect of interest, which is a large element of their operating costs. Weighted average shares outstanding decreased in fiscal 1996's second quarter and first half over the sames periods in fiscal 1995 primarily as a result of common stock repurchases. Preferred dividends decreased because of the conversion of Class E preferred stock. ConAgra is in the process of divesting certain non-core businesses and is planning a joint venture arrangement for a recently acquired business. During fiscal 1995, ConAgra divested Consumer Direct (direct mail marketing), Dyno Merchandise, Inc. (home sewing accessories), Geldermann, Inc. (financial services), and Berliner & Marx, Inc. (meat products). In July 1995, ConAgra also completed the sale of Petrosul International (sulfur processing and marketing) and Alum Rock Foodservice (cheese distribution). In October 1995 ConAgra completed the sale of Omaha Vaccine (animal care products). In November 1995 ConAgra completed the sale of Mott's-Blue Coach Foods (poultry products). Sales and earnings of the businesses divested and identified for divestiture are not material to ConAgra's results of operations. ConAgra continues to reevaluate the businesses identified for divestiture and changes may be made. In addition, ConAgra presently plans to joint venture its malting operations by selling up to 50% to a third party. ConAgra presently expects the combined results of these activities will not be significant to ConAgra's results of operations. ConAgra is required to adopt SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," no later than fiscal 1997. ConAgra has not yet quantified the effect, if any, of implementation on the financial statements. CONAGRA, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION ITEM 5. OTHER INFORMATION. ConAgra gave notice on October 16, 1995 that it would redeem on November 30, 1995 all of the outstanding shares of its $25 Class E Cumulative Convertible Voting Preferred Stock ("Class E Preferred Stock") at a redemption price of $25.48225 per share plus accrued and unpaid dividends thereon to the redemption date. The notice stated that holders of the Class E Preferred Stock could elect to convert any or all of the shares to be redeemed into shares of ConAgra common stock at the rate of 1.017728 shares of common stock per share of preferred stock. The redemption transaction was completed on November 30, 1995. An aggregate of 14,177,159 shares of Class E Preferred Stock were converted into shares of Common Stock. An aggregate of 18,336 shares of Class E Preferred Stock were redeemed for cash. ConAgra gave notice on December 26, 1995 that it would redeem on January 30, 1996 all of the outstanding shares of its $2.50 Class D Cumulative Convertible Preferred Stock ("Class D Preferred Stock") at a redemption price of $25 per share plus accrued and unpaid dividends thereon to the redemption date. The notice stated that holders of the Class D Preferred Stock could elect to convert any or all of the shares to be redeemed into shares of ConAgra common stock at the rate of 6.9323 shares of common stock per share of preferred stock. At December 26, 1995, ConAgra had outstanding 24,450 shares of Class D Preferred Stock. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) EXHIBITS. 3.1 - Certificate of Elimination relating to Class B, Class C and Class E Preferred Stock. 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 Form 8-K report dated October 16, 1995 reporting that ConAgra had given notice that it would redeem on November 30, 1995 all of the outstanding shares of its $25 Class E Cumulative Convertible Voting Preferred Stock. See Item 5 above. CONAGRA, INC. By: /s/ James P. O'Donnell _______________________ James P. O'Donnell Senior Vice President and Chief Financial Officer By: /s/ Kenneth W. DiFonzo ________________________ Kenneth W. DiFonzo Vice President and Controller Dated this 10 day of January, 1996. EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE 3.1 - Certificate of Elimination relating to Class B, Class C and Class E Preferred Stock............................. 18 12 - Statement regarding computation of ratio of earnings to fixed charges, and ratio of earnings to combined fixed charges and preferred dividends..................... 20 27 - Financial Data Schedule..................... EX-3 2 EXHIBIT 3.1 OFFICE OF THE SECRETARY OF STATE I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF "CONAGRA, INC.", FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF DECEMBER, A.D. 1995, AT 9 O'CLOCK A.M. [GREAT SEAL OF THE STATE OF DELAWARE] A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEWCASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. /s/ Edward J. Freel ______________________________ Edward J. Freel, Secretary of State [SEAL] AUTHENTICATION: 7753142 0818944 8100 DATE: 12-15-95 950295608 CERTIFICATE OF ELIMINATION OF STATEMENTS OF RESOLUTIONS AND CERTIFICATES OF DESIGNATION FOR CERTAIN SERIES OF CLASS B, CLASS C and CLASS E PREFERRED STOCK OF CONAGRA, INC. UNDER SECTION 151(g) OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE ConAgra, Inc., a Delaware corporation (hereinafter referred to as the "Corporation"), does hereby certify that the following resolutions were duly adopted by the Corporation's Board of Directors: "WHEREAS, by reason of conversion or redemption, no shares of the Corporation's Series 1, 2, 3, 4, 5, 6 or 7 Class B Preferred Stock (the "Prior Series Class B Preferred Stock"), Series 1, 2 or 3 Class C Preferred Stock (the "Prior Series Class C Preferred Stock") or the $2,500 Class E Cumulative Convertible Voting Preferred Stock or $25 Class E Cumulative Convertible Voting Preferred Stock (the "Prior Series Class E Preferred Stock") remain outstanding, it is hereby: "RESOLVED, that no additional shares of the Prior Series Class B Preferred Stock, Prior Series Class C Preferred Stock or Prior Series Class E Preferred Stock will be issued pursuant to the terms of the Certificates of Designation or Statements of Resolution of each such series of Preferred Stock; "FURTHER RESOLVED, that the officers of the Corporation are duly authorized to file a certificate with the Secretary of State of Delaware eliminating from the Certificate of Incorporation all matters set forth in each Certificate of Designation or Statement of Resolution for the Prior Series Class B Preferred Stock, Prior Series Class C Preferred Stock and Prior Series Class E Preferred Stock in respect of each such series of such Preferred Stock." Upon the effective date of the filing of this Certificate, there shall be eliminated from the Certificate of Incorporation all matters set forth in the Certificates of Designation or Statements of Resolution, with respect to the Prior Series Class B Preferred Stock, Prior Series Class C Preferred Stock and Prior Series Class E Preferred Stock, in respect of each such series of such Preferred Stock. IN WITNESS WHEREOF, ConAgra, Inc. has caused its corporate seal to be hereunto affixed and this Certificate to be signed by J. P. O'Donnell, its Senior Vice President and Chief Financial Officer, and attested by L. B. Thomas, its Senior Vice President and Secretary, this 8th day of December, 1995. ConAgra, Inc. By: /s/ J. P. O'Donnell _________________________ Senior Vice President and Chief Financial Officer Attest: By: /s/ L. B. Thomas ___________________________________ Senior Vice President and Secretary EX-12 3 EXHIBIT 12 CONAGRA, INC. AND SUBSIDIARIES COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES AND OF EARNINGS TO COMBINED FIXED CHARGES & PREFERRED STOCK DIVIDENDS ($ IN MILLIONS) Six Months Ended November 26, 1995 ____________ Fixed charges: Interest expense $ 178.5 Capitalized interest 2.3 Interest in cost of goods sold 10.1 One third of non-cancellable lease rent 20.4 ------------ Total fixed charges (A) 211.3 Add preferred stock dividends of the company 14.6 ------------ Total fixed charges and preferred stock dividends (B) 225.9 ============ Earnings: Pretax income 430.9 Adjustment for unconsolidated subidiaries 1.0 ------------ Pretax income of the Company as a whole 431.9 Add fixed charges 211.3 Less capitalized interest (2.3) ------------ Earnings and fixed charges (C) 640.9 ============ Ratio of earnings to fixed charges (C/A) 3.0 Ratio of earnings to combined fixed charges and preferred stock dividends (C/B) 2.8 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 4
5 1000 6-MOS MAY-26-1996 NOV-26-1995 46400 0 2598700 68000 3961000 6922600 5175300 1935900 13176200 6610300 2477000 1264800 27900 525000 1366800 13176200 13062700 13062700 11311800 11311800 1169900 0 153500 430900 176700 254200 0 0 0 254200 1.08 0
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