-----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, tM2aLNKXHLX9/6rAdGWhhROgAykAwC5aXuyug07SqjJ2WL1XE9sUrryE4XuYYuhA +vx6YVE/+GXW7vnVHB9G8w== 0000023217-94-000001.txt : 19940114 0000023217-94-000001.hdr.sgml : 19940114 ACCESSION NUMBER: 0000023217-94-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931128 FILED AS OF DATE: 19940112 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: 34 SEC FILE NUMBER: 002-21378 FILM NUMBER: 94501055 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 2ND QTR, FY94 10-Q 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 28, 1993 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 26, 1993 was 248,059,975. PART I - FINANCIAL INFORMATION CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Millions) NOV 28, MAY 30, NOV 29, 1993 1993 1992 __________ __________ __________ ASSETS Current assets: Cash and cash equivalents $ 75.3 $ 257.0 $ 146.7 Receivables, less allowance for doubtful accounts of $58.6, $47.5 and $54.2 2,342.7 1,421.4 1,962.5 Margin deposits and segregated funds 311.7 190.0 172.7 Inventory: Hedged commodities 1,127.3 656.5 1,108.6 Other 2,391.9 1,782.7 2,233.1 __________ __________ __________ Total inventory 3,519.2 2,439.2 3,341.7 Prepaid expenses 207.6 179.1 177.4 __________ __________ __________ Total current assets 6,456.5 4,486.7 5,801.0 __________ __________ __________ Other assets: Investments in affiliates 239.3 306.1 297.7 Sundry investments, deposits and other noncurrent assets 133.5 137.4 210.1 __________ __________ __________ Total other assets 372.8 443.5 507.8 __________ __________ __________ Property, plant and equipment at cost, less accumulated depreciation of $1435.8, $1330.8 and $1201.0 2,492.5 2,388.2 2,278.8 Brands, trademarks and goodwill, at cost less accumulated amortization 2,652.5 2,670.3 2,704.9 __________ __________ __________ $ 11,974.3 $ 9,988.7 $ 11,292.5 __________ __________ __________ __________ __________ __________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Millions) NOV 28, MAY 30, NOV 29, 1993 1993 1992 __________ __________ __________ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 2,795.9 $ 570.2 $ 2,185.3 Current installments of long-term debt 116.4 139.9 131.3 Accounts payable 1,480.7 1,459.6 1,291.5 Advances on sales 274.9 663.5 297.4 Payable to customers, clearing associations, etc. 373.5 270.9 226.7 Other accrued liabilities 1,252.8 1,168.5 1,190.8 __________ __________ __________ Total current liabilities 6,294.2 4,272.6 5,323.0 __________ __________ __________ Senior long-term debt, excluding current installments 1,357.9 1,393.2 1,576.4 Other noncurrent liabilities 1,143.3 1,146.5 1,160.7 Subordinated debt 766.0 766.0 730.0 Preferred shares subject to mandatory redemption 355.9 355.9 355.9 Common stockholders' equity: Common stock of $5 par value, authorized 1,200,000,000 shares, issued 252,447,878, 252,256,807 and 247,306,765 1,262.2 1,261.3 1,236.5 Additional paid-in capital 311.5 267.1 435.2 Retained earnings 1,280.2 1,167.0 1,047.7 Foreign currency translation adjustment (36.8) (14.6) (7.2) Less treasury stock, at cost, common shares 4,686,622, 546,762 and 332,972 (121.3) (12.7) (8.3) __________ __________ __________ 2,695.8 2,668.1 2,703.9 Less unearned restricted stock and value of 22,725,558, 23,889,777 and 16,730,882 common shares held in EEF (638.8) (613.6) (557.4) __________ __________ __________ Total common stockholders' equity 2,057.0 2,054.5 2,146.5 __________ __________ __________ $ 11,974.3 $ 9,988.7 $ 11,292.5 __________ __________ __________ __________ __________ __________ 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 28, NOV 29, 1993 1992 __________ __________ Net sales $ 6,355.1 $ 5,564.4 __________ __________ Costs and expenses: Cost of goods sold 5,525.8 4,767.8 Selling, administrative and general expenses 537.2 522.7 Interest expense, net 65.2 72.9 __________ __________ 6,128.2 5,363.4 __________ __________ Income before equity in earnings of affiliates and income taxes 226.9 201.0 Equity in earnings(loss) of affiliates (1.6) 8.2 __________ __________ Income before income taxes 225.3 209.2 Income taxes 91.3 81.6 __________ __________ Net income 134.0 127.6 Less preferred dividends 6.0 6.0 __________ __________ Net income available for common stock $ 128.0 $ 121.6 __________ __________ __________ __________ Earnings per common and common equivalent share $ 0.56 $ 0.52 __________ __________ __________ __________ Weighted average number of common and common equivalent shares outstanding 228.8 235.1 __________ __________ __________ __________ 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 EARNINGS (Dollars and shares in millions except per share amounts) TWENTY-SIX WEEKS ENDED NOV 28, NOV 29, 1993 1992 __________ __________ Net sales $ 12,042.5 $ 11,080.4 __________ __________ Costs and expenses: Cost of goods sold 10,555.5 9,622.5 Selling, administrative and general expenses 1,026.9 1,006.6 Interest expense, net 127.6 142.3 __________ __________ 11,710.0 10,771.4 __________ __________ Income before equity in earnings of affiliates, income taxes and cumulative effect of change in accounting principle 332.5 309.0 Equity in earnings of affiliates 3.5 14.2 __________ __________ Income before income taxes and cumulative effect of change in accounting principle 336.0 323.2 Income taxes 134.4 125.9 __________ __________ Net income before cumulative effect of change in accounting principle 201.6 197.3 Cumulative effect of change in accounting for nonpension postretirement benefits (net of taxes of $74.2) - (121.2) __________ __________ Net income 201.6 76.1 Less preferred dividends 12.0 12.0 __________ __________ Net income available for common stock $ 189.6 $ 64.1 __________ __________ __________ __________ Earnings per common and common equivalent share: Before change in accounting principle $ 0.83 $ 0.79 Cumulative effect of change in accounting for nonpension postretirement benefits - (0.52) __________ __________ Net income $ 0.83 $ 0.27 __________ __________ __________ __________ Weighted average number of common and common equivalent shares outstanding 229.5 235.2 __________ __________ __________ __________ Cash dividends declared per common share $ 0.335 $ 0.290 __________ __________ __________ __________ 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 28, NOV 29, Decrease in Cash and Cash Equivalents 1993 1992 __________ __________ Cash flows from operating activities: Net income $ 201.6 $ 76.1 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and other amortization 148.7 135.0 Goodwill amortization 36.6 36.3 Provision for deferred income taxes - (74.3) Provision for losses on accounts receivable 15.5 14.8 Undistributed earnings of affiliates (3.5) (14.2) Issuance of common stock in connection with the management incentive plans 3.0 3.8 Provision for nonpension postretirement benefits 10.0 203.2 Other noncash items, primarily interest 1.7 15.0 Change in assets and liabilities before effects from business acquisitions: Accounts receivable (910.1) (546.5) Inventory (996.8) (920.2) Prepaid expenses (20.7) (3.1) Accounts payable and accrued expenses (382.8) (761.1) Interest and income taxes 35.6 35.2 __________ __________ Net cash flows from operating activities (1,861.2) (1,800.0) __________ __________ Cash flows from investing activities: Sale of property, plant and equipment 15.0 3.6 Additions to property, plant and equipment (155.9) (133.4) (Increase)decrease in investment in affiliates 0.3 (25.6) Decrease in notes receivable-Monfort Finance Company 9.5 18.4 Other items (2.9) (19.5) __________ __________ Net cash flows from investing activities (134.0) (156.5) __________ __________ Cash flows from financing activities: Net short term borrowings 2,223.1 1,829.3 Proceeds from issuance of long-term debt - 310.5 Decrease in accounts receivable sold (100.0) (85.0) Proceeds from exercise of employee stock options 4.4 8.9 Cash dividends paid (82.7) (74.6) Repayment of long-term debt (120.4) (89.8) Treasury stock purchases (105.4) (1.8) ConAgra Employee Equity Fund stock transactions 8.9 (127.6) Other items, primarily reduction of other noncurrent liabilities (14.4) (21.5) __________ __________ Net cash flows from financing activities 1,813.5 1,748.4 __________ __________ Net decrease in cash & cash equivalents (181.7) (208.1) Cash and cash equivalents at beginning of year 257.0 354.8 __________ __________ Cash and cash equivalents at end of period $ 75.3 $ 146.7 __________ __________ __________ __________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS NOVEMBER 28, 1993 (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 1993 annual report, which report was incorporated by reference in Form 10-K for the fiscal year ended May 30, 1993. (2) The composition of inventories is as follows (in millions): NOV 28, MAY 30, NOV 29, 1993 1993 1992 ________ ________ ________ Hedged commodities $ 1,127.3 $ 656.5 $ 1,108.6 Food products and livestock 1,301.3 1,120.2 1,307.6 Agricultural chemicals, fertilizer and feed 399.2 146.1 347.5 Retail merchandise 170.7 170.1 156.1 Other, principally ingredients and supplies 520.7 346.3 421.9 ________ ________ ________ $ 3,519.2 $ 2,439.2 $ 3,341.7 ________ ________ ________ ________ ________ ________ (3) At November 28, 1993 the Company had equity interests in Saprogal (100%), Sapropor (92%) and Trident Seafoods Corporation (50%). During the second quarter of fiscal 1994, ConAgra increased its equity interest in Australia Meat Holdings Pty. Ltd. (AMH) from 50 percent to approximately 90 percent. The purchase price of this additional interest was approximately $60 million. Because the transaction was effective as of the beginning of fiscal 1994, fiscal 1994's second quarter results include AMH's first half results on a consolidated basis and a reversal of AMH's first quarter contribution to equity in earnings of affiliates. (The reversal accounts for the substantial drop in fiscal 1994 second half and first half equity in earnings of affiliates.) 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: NOV 28, MAY 30, NOV 29, 1993 1993 1992 ________ ________ ________ Current assets $ 521.7 $ 619.9 $ 728.2 Noncurrent assets 468.7 612.8 574.4 ________ ________ ________ Total assets 990.4 1,232.7 1,302.6 ________ ________ ________ Current liabilities 407.5 454.6 572.8 Noncurrent liabilities 198.7 281.6 267.8 ________ ________ ________ Total liabilities 606.2 736.2 840.6 ________ ________ ________ Net assets $ 384.2 $ 496.5 $ 462.0 ________ ________ ________ ________ ________ ________ ConAgra's investment $ 239.3 $ 306.1 $ 297.7 ________ ________ ________ ________ ________ ________ THIRTEEN TWENTY-SIX WEEKS ENDED WEEKS ENDED NOV 28, NOV 29, NOV 28, NOV 29, 1993 1992 1993 1992 ________ ________ ________ ________ Net sales $ 136.8 $ 723.0 $ 857.0 $ 1,470.4 Net income (7.5) 13.7 2.0 22.9 ConAgra's equity in earnings (1.6) 8.2 3.5 14.2 (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 5/30/93 $ 1,261.3 $ 267.1 $ 1,167.0 $ (14.6)$ (12.7)$ (613.6) $ 2,054.5 Shares issued in connection with employee stock option and incentive plans 0.7 (7.6) (3.2) 17.5 7.4 Shares issued in connection with acquisitions 0.2 0.4 0.6 Treasury stock purchases (105.4) (105.4) Other share activity associated with Employee Equity Fund 51.6 (42.7) 8.9 Foreign currency translation adjustment (22.2) (22.2) Cash dividends declared (88.4) (88.4) Net income 201.6 201.6 _________ _________ _________ _________ _________ _________ _________ Balance 11/28/93 $ 1,262.2 $ 311.5 $ 1,280.2 $ (36.8)$ (121.3)$ (638.8) $ 2,057.0 _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________
[TEXT] (5) With respect to operations of the Company excluding the transaction discussed below, there was no litigation at November 28, 1993 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 (the "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 Norton Simon, Inc. ("NSI"), have been audited by the Internal Revenue Service for the fiscal years ended 1982 and 1983 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. 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 ultimate disposition of the above matters will not have a material adverse effect on ConAgra's financial condition, results of operations or liquidity. (6) 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. (7) On December 3, 1993, the board of directors of the Company declared a quarterly common stock cash dividend of 18 cents per share payable March 1, 1994 to stockholders of record February 4, 1994. (8) In the fourth quarter of 1993, the Company adopted, effective June 1, 1992, the provisions of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." Provisions of the statement, and its effect on the Company, are set forth in the accounting policies and additional footnotes 16 and 19 in the financial statements included in the Company's 1993 annual report, which report was incorporated by reference in Form 10-K for the fiscal year ended May 30, 1993. Fiscal 1993 quarterly results have been restated to reflect this effect. 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 1994 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 1994, the Company's capital investment (working capital plus noncurrent assets) decreased $36.0 million. Working capital decreased $51.8 million and noncurrent assets increased $15.8 million. The decrease in working capital resulted from an increase in notes payable and was primarily due to the purchase of property, plant and equipment, treasury stock and the additional interest in AMH (see Note 3). 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 28, 1993, senior long-term debt was 30 percent of total long-term debt plus equity compared to 30 percent at May 30, 1993 and 33 percent at November 29, 1992. 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. 28, 1993 & NOV. 29, 1992 THIRTEEN WEEKS TWENTY-SIX WEEKS DOLLARS % DOLLARS % ________________________________ Net sales 790.7 14.2 962.1 8.7 Cost of goods sold 758.0 15.9 933.0 9.7 Gross profit 32.7 4.1 29.1 2.0 Selling, administrative and general expense 14.5 2.8 20.3 2.0 Interest expense, net (7.7) (10.6) (14.7) (10.3) Income before equity in earnings of affiliates and income taxes 25.9 12.9 23.5 7.6 Equity in earnings of affiliates (See Note 3) (9.8) NM (10.7) (75.4) Income before income taxes and cumulative effect of change in accounting principle 16.1 7.7 12.8 4.0 Income taxes 9.7 11.9 8.5 6.8 Net income before cumulative effect of change in accounting principle 6.4 5.0 4.3 2.2 Earnings per common and common equivalent share before change in accounting principle 0.04 7.7 0.04 5.1 The acquisition of the additional equity interest in AMH during the second quarter of fiscal 1994 (see Note 3), and the resulting consolidation of previously unconsolidated accounts, was the primary source of increased sales and expenses during the Company's second quarter and first half. Also contributing to sales and expenses during the second quarter and first half were increases in the crop protection chemical and red meat businesses, and the acquisition, after last year's first quarter, of National Foods. In the Company's largest industry segment, Prepared Foods, operating profit increased in fiscal 1994's second quarter and first half. Poultry products operating profit increased in the second quarter and first half as better margins and earnings in chicken products overshadowed a downturn in turkey products earnings. The Australian and U.S. beef processing businesses paced a second quarter gain in fresh red meat earnings; first half earnings were down due to lower first quarter margins in the U.S. beef business. Hunt-Wesson's operating profit was up in the second quarter and down in the first half. The diversified products businesses enjoyed second quarter and first half earnings gains, led by profit growth in the Lamb-Weston potato processing business and Golden Valley microwave foods business. In the consumer frozen foods business, second quarter operating profit was down versus last year but first half earnings were up. Branded packaged meats earnings were down in the second quarter and flat in the first half. In the Company's Trading and Processing industry segment, operating profit was up in the second quarter and down in the first half. Earnings were up in both periods in the grain processing and edible bean businesses and down in the grain merchandising and wool businesses. In the Company's Agri-Products segment, operating profit decreased in the second quarter and first half. Earnings in the crop protection chemical and fertilizer businesses were up in the second quarter and down in the first half. Specialty retailing earnings decreased 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) 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 3) from 50 percent to approximately 90 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 results on a consolidated basis and a reversal of AMH's first quarter contribution to equity in earnings of affiliates. The reversal accounts for the substantial drop in fiscal 1994 second quarter and first half equity in earnings of affiliates. Lower equity in earnings of affiliates was the major reason why the Company's effective income tax rate increased about one perentage point to 40 percent in fiscal 1994's first half versus 39 percent in last year's first half. Weighted average shares outstanding decreased in fiscal 1994's second quarter and first half as a consequence of share repurchase programs last year and this year. In the fourth quarter of 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." As provided therein, financial statements for the first half and second quarter of fiscal 1993 have been restated to reflect adoption, effective June 1, 1992. Provisions of the statement, and its effect on the Company, are set forth in the accounting policies and additional footnotes 16 and 19 in the financial statements included in the Company's 1993 annual report, which report was incorporated by reference in Form 10-K for the fiscal year ended May 30, 1993. 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 23, 1993. The stockholders elected four directors to serve three-year terms and also ratified the appointment of Deloitte & Touche to examine ConAgra's financial statements for the fiscal year ending May 29, 1994. Voting on these items was as following: 1. ELECTION OF DIRECTORS. FOR WITHHELD Ronald W. Roskens 213,515,418 2,765,816 Frederick B. Wells 214,344,740 1,936,494 Thomas R. Williams 214,624,279 1,656,955 Clayton K. Yeutter 214,105,645 2,175,589 2. RATIFICATION OF ACCOUNTANTS FOR: 213,656,816 AGAINST: 1,008,828 ABSTAIN: 1,615,589 BROKER/NON-VOTES: 0 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) EXHIBITS. A - Statement regarding computation on ratio of earnings to fixed charges, and ratio of earnings to combined fixed charges and preferred dividends. (B) REPORTS ON FORM 8-K. ConAgra did not file any reports on Form 8-K during the fiscal quarter ended November 28, 1993. CONAGRA, INC. STEPHEN L. KEY By:________________________ Stephen L. Key Executive Vice President and Chief Financial Officer DWIGHT J. GOSLEE By:________________________ Dwight J. Goslee Vice President, Controller Dated this 11th day of January, 1994. EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE A Statement regarding computation of ratio of earnings to fixed charges, and ratio of earnings to combined fixed charges and preferred dividends.......................... EX-12 2 EARNINGS TO FIXED CHARGES EXHIBIT A 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 28, 1993 ____________ Fixed charges: Interest expense $ 139.7 Capitalized interest 0.7 Interest in cost of goods sold 6.3 One third of non-cancellable lease rent 22.0 ------------ Total fixed charges (A) 168.7 Add preferred stock dividends of the company 19.4 ------------ Total fixed charges and preferred stock dividends (B) $ 188.1 ============ Earnings: Pretax income $ 336.0 Adjustment for unconsolidated subidiaries 1.4 ------------ Pretax income of the Company as a whole 337.4 Add fixed charges 168.7 Less capitalized interest (0.7) ------------ Earnings and fixed charges (C) $ 505.4 ============ 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 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 and that component of fixed charges representing ConAgra's proportionate share of the preferred stock dividend requirement of a 50% owned subsidiary. 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), a portion of noncancellable rental expense representative of the interest factor and ConAgra's proportionate share of the preferred stock dividend requirement of a 50% owned subsidiary, excluding that which would be eliminated in consolidation. 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. Excluding short term interest and unguaranteed fixed charges of subsidiaries, the ratio of earnings to fixed charges would have been 3.6 for the six months ended November 28, 1993. 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. -----END PRIVACY-ENHANCED MESSAGE-----