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 25, 1996 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 24, 1996 was 243,078,025. PART I - FINANCIAL INFORMATION CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Millions) FEB 25, MAY 28, FEB 26, 1996 1995 1995 _________ _________ _________ ASSETS Current assets: Cash and cash equivalents $ 59.1 $ 60.0 $ 111.0 Receivables, less allowance for doubtful accounts of $72.4, $63.9 and $67.2 2,121.8 1,540.0 2,101.2 Inventory: Hedged commodities 1,484.9 925.4 1,049.6 Other 2,463.9 2,241.9 2,604.6 _________ _________ _________ Total inventory 3,948.8 3,167.3 3,654.2 Prepaid expenses 377.4 372.9 237.7 _________ _________ _________ Total current assets 6,507.1 5,140.2 6,104.1 _________ _________ _________ Property, plant and equipment at cost, less accumulated depreciation of $2008.1, $1741.8 and $1733.3 3,283.1 2,796.0 2,739.5 Brands, trademarks and goodwill, at cost less accumulated amortization 2,549.4 2,420.1 2,776.1 Other assets 415.6 444.7 421.5 _________ _________ _________ $12,755.2 $10,801.0 $12,041.2 _________ _________ _________ _________ _________ _________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Millions) FEB 25, MAY 28, FEB 26, 1996 1995 1995 _________ _________ _________ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 2,810.9 $ - $ 2,054.5 Current installments of long-term debt 136.4 47.9 55.4 Accounts payable 1,785.8 1,574.8 1,666.2 Advances on sales 293.3 856.6 222.8 Other accrued liabilities 1,473.8 1,485.6 1,500.5 _________ _________ _________ Total current liabilities 6,500.2 3,964.9 5,499.4 _________ _________ _________ Senior long-term debt, excluding current installments 1,600.3 1,770.0 1,399.5 Other noncurrent liabilities 904.7 940.8 1,099.7 Subordinated debt 750.0 750.0 750.0 Preferred securities of subsidiary company 525.0 525.0 525.0 Preferred shares subject to mandatory redemption - 354.9 355.6 Common stockholders' equity: Common stock of $5 par value, authorized 1,200,000,000 shares, issued 253,151,573, 252,869,958 and 252,843,405 1,265.8 1,264.3 1,264.2 Additional paid-in capital 454.4 409.9 428.3 Retained earnings 1,931.1 1,712.5 1,615.1 Foreign currency translation adjustment (39.1) (44.9) (53.9) Less treasury stock, at cost, common shares 10,073,548, 7,172,312 and 5,804,673 (399.1) (206.9) (155.8) _________ _________ _________ 3,213.1 3,134.9 3,097.9 Less unearned restricted stock and value of 16,647,309, 19,423,916 and 20,305,061 common shares held in EEF (738.1) (639.5) (685.9) _________ _________ _________ Total common stockholders' equity 2,475.0 2,495.4 2,412.0 _________ _________ _________ $12,755.2 $10,801.0 $12,041.2 _________ _________ _________ _________ _________ _________ 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 25, FEB 26, 1996 1995 _________ _________ Net sales $ 5,771.8 $ 5,757.6 _________ _________ Costs and expenses: Cost of goods sold 4,905.2 4,918.1 Selling, administrative and general expenses 570.5 569.3 Interest expense, net 82.6 72.2 _________ _________ 5,558.3 5,559.6 _________ _________ Income before equity in earnings of affiliates and income taxes 213.5 198.0 Equity in earnings of affiliates 1.1 (0.5) _________ _________ Income before income taxes 214.6 197.5 Income taxes 86.2 79.0 _________ _________ Net income 128.4 118.5 Less preferred dividends - 6.0 _________ _________ Net income available for common stock $ 128.4 $ 112.5 _________ _________ _________ _________ Earnings per common and common equivalent share $ 0.55 $ 0.49 _________ _________ _________ _________ Weighted average number of common and common equivalent shares outstanding 232.7 229.6 _________ _________ _________ _________ Cash dividends declared per common share $ 0.238 $ 0.208 _________ _________ _________ _________ CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Dollars and shares in millions except per share amounts) THIRTY-NINE WEEKS ENDED FEB 25, FEB 26, 1996 1995 _________ _________ Net sales $18,834.5 $18,292.1 _________ _________ Costs and expenses: Cost of goods sold 16,217.0 15,817.2 Selling, administrative and general expenses 1,740.4 1,689.6 Interest expense, net 236.1 215.0 _________ _________ 18,193.5 17,721.8 _________ _________ Income before equity in earnings of affiliates and income taxes 641.0 570.3 Equity in earnings of affiliates 4.5 5.0 _________ _________ Income before income taxes 645.5 575.3 Income taxes 262.9 230.1 _________ _________ Net income 382.6 345.2 Less preferred dividends 8.6 18.0 _________ _________ Net income available for common stock $ 374.0 $ 327.2 _________ _________ _________ _________ Earnings per common and common equivalent share $ 1.63 $ 1.43 _________ _________ _________ _________ Weighted average number of common and common equivalent shares outstanding 229.0 229.2 _________ _________ _________ _________ Cash dividends declared per common share $ 0.683 $ 0.595 _________ _________ _________ _________ 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 25, FEB 26, Decrease in Cash and Cash Equivalents 1996 1995 _________ _________ Cash flows from operating activities: Net income $ 382.6 $ 345.2 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and other amortization 241.4 222.0 Goodwill amortization 54.0 52.9 Other noncash items (includes nonpension postretirement benefits) 30.2 27.0 Change in assets and liabilities before effects from business acquisitions (1,749.0) (1,870.5) _________ _________ Net cash flows from operating activities (1,040.8) (1,223.4) _________ _________ Cash flows from investing activities: Sale of property, plant and equipment 66.4 22.1 Additions to property, plant and equipment (414.6) (282.1) Payment for business acquisitions (493.6) (361.3) Decrease in notes receivable-Monfort Finance Company 70.4 67.7 Other items 26.7 14.7 _________ _________ Net cash flows from investing activities (744.7) (538.9) _________ _________ Cash flows from financing activities: Net short term borrowings 2,808.2 1,635.5 Decrease in accounts receivable sold - (100.0) Proceeds from exercise of employee stock options 54.4 16.7 Cash dividends paid (160.5) (146.3) Repayment of long-term debt (163.0) (124.6) Treasury stock purchases (664.0) (28.9) Issuance of preferred securities of a subsidiary company - 425.0 Employee Equity Fund stock transactions 7.5 21.0 Other items, primarily reduction of other noncurrent liabilities (98.0) 8.5 _________ _________ Net cash flows from financing activities 1,784.6 1,706.9 _________ _________ Net decrease in cash & cash equivalents (0.9) (55.4) Cash and cash equivalents at beginning of year 60.0 166.4 _________ _________ Cash and cash equivalents at end of period $ 59.1 $ 111.0 _________ _________ _________ _________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS FEBRUARY 25, 1996 (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): FEB 25, MAY 28, FEB 26, 1996 1995 1995 __________ __________ __________ Hedged commodities $ 1,484.9 $ 925.4 $ 1,049.6 Food products and livestock 1,385.3 1,232.2 1,376.4 Agricultural chemicals, fertilizer and feed 430.0 323.1 480.2 Retail merchandise 163.4 196.4 188.7 Other, principally ingredients and supplies 485.2 490.2 559.3 __________ __________ __________ $ 3,948.8 $ 3,167.3 $ 3,654.2 __________ __________ __________ __________ __________ __________ (3) In the third quarter of fiscal 1996, ConAgra finalized the acquisition of the outstanding common stock of Canada Malting Co. Limited, one of the world's largest producers of malted barley, for approximately US$ 300 million. 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): <TABLE> <captions> Unearned Add'l Foreign Restricted Common Paid-In Retained Curr Treasury & EEF Stock Capital Earnings Trns Adj Stock Stock Total __________ __________ __________ __________ __________ __________ __________ <S> <C> <C> <C> <C> <C> <C> <C> 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 incenti 0.5 1.5 2.0 EEF* stock option, incentive and other employee benefit plans (5.2) 77.4 72.2 Fair market valuation of EEF shares 176.5 (176.5) - Acquisitions 0.1 0.4 0.5 Conversion of preferred stock 0.9 (128.7) 482.2 354.4 Shares acquired Incentive plans (10.4) 0.5 (9.9) Treasury shares purchased (664.0) (664.0) Foreign currency translation adjustment 5.8 5.8 Cash dividends declared (164.0) (164.0) Net income 382.6 382.6 __________ __________ __________ __________ __________ __________ __________ Balance 2/25/96 $ $1,265.8 $ $454.4 $ $1,931.1 $ ($39.1)$ ($399.1)$ ($738.1) $ $2,475.0 __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ *Employee Equity Fund </TABLE> (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 45 Superfund, proposed Superfund or state-equivalent sites. Beatrice has paid or is in the process of paying its liability share at 33 of these sites. Beatrice's known volumetric contribution exceeds 5% at thirteen 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) The Company completed on November 30, 1995 its call for redemption of its Class E cumulative convertible preferred stock. Approximately 14.2 million shares were converted into common stock and approximately 18,000 preferred shares were redeemed for cash. Since February 1995, the Company had purchased, in the open market, 14,436,587 shares of common stock at an aggregate cost of $516.8 million to cover the preferred stock conversion. In addition, the company purchased 6,200,000 shares at an aggregate cost of $264.9 million during the third quarter pursuant to a previously announced stock repurchase program. (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 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 1996, the Company's capital investment (working capital plus noncurrent assets) decreased $581.1 million. Working capital decreased $1168.4 million and noncurrent assets increased $587.3 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 Company's objective is that senior long-term debt normally will not exceed 30 percent of total long-term debt plus equity. At February 25,1996, senior long-term debt was 30 percent of total long-term debt plus equity compared to 30 percent at May 28,1995 and 26 percent at February 26, 1995. 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. 25, 1996 & FEB. 26, 1995 THIRTEEN WEEKS THIRTY-NINE WEEKS DOLLARS % DOLLARS % ________________________________ Net sales 14.2 0.2 542.4 3.0 Cost of goods sold (12.9) (0.3) 399.8 2.5 Gross profit 27.1 3.2 142.6 5.8 Selling, administrative and general expenses 1.2 0.2 50.8 3.0 Interest expense, net 10.4 14.4 21.1 9.8 Income before equity in earnings of affiliates and income taxes 15.5 7.8 70.7 12.4 Equity in earnings of affiliates 1.6 NM* (0.5) (10.0) Income before income taxes 17.1 8.7 70.2 12.2 Income taxes 7.2 9.1 32.8 14.3 Net income 9.9 8.4 37.4 10.8 Earnings per common and common equivalent share 0.06 12.2 0.20 14.0 *Not Measurable Sources of increased sales and expenses during the third quarter and first nine months were the Grocery/Diversified Products and Food Inputs & Ingredients segments, due, in part, to acquisitions. Refrigerated Foods segment sales declined in both periods, mainly due to lower selling prices in the beef business. Consequently, ConAgra's total sales were about even with last year in the third quarter and up three percent through nine months. Food Inputs & Ingredients and Grocery/Diversified Products increased operating profit in fiscal 1996's third quarter and first nine months versus the same periods in fiscal 1995 while the Refrigerated Foods segment showed a decline in operating profit for both periods. In the Grocery/Diversified segment, Hunt-Wesson, with unit volume gains, showed operating profit growth in the third quarter and nine months. Third quarter and nine month operating profits were up in consumer frozen foods and the Golden Valley microwave foods business but down in seafood. Potato products earnings were down in the third quarter, but ahead through nine months. Acquisitions contributed to the Grocery/Diversified segment's earnings growth in both periods. ConAgra's Food Inputs & Ingredients industry segment achieved operating profit growth in Fiscal 1996's third quarter and first nine months. The crop input, grain processing and grain merchandising businesses and business dispositions last year all contributed to the gains. Specialty Retailing earnings declined in both periods. In the Refrigerated Foods segment, operating profit declined for the third quarter and first nine months. Weak demand, as well as high grain costs, contributed to the operating profit decline in the U.S. beef business. Pressured by high raw material costs, processed meats operating profit decreased in both periods despite volume growth in branded packaged meats. Although constrained by increasing grain costs, the chicken products business increased third quarter and nine month operating profit above last year. In turkey products, also hampered by high grain costs, operating profit was down in the third quarter but up through nine months. Operating profit was up in the cheese business and down in Australian beef 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. ConAgra estimates that expenses for poultry and meat feed ingredients, mainly corn and soybean meal, will be $70 million higher in this fiscal year's second half (November thru May) versus last fiscal year's second half. The impact of such expenses on fiscal fourth quarter operating profit is expected to be a few cents a share more than in the fiscal third quarter. ConAgra is in the process of divesting certain non-core businesses. 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). In March 1996 ConAgra completed the sale of Northwest Fabric and Crafts (home sewing and decorating). 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 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. The redemption transaction was completed on January 30, 1996. An aggregate of 22,637 shares of Class D Preferred Stock were converted into shares of Common Stock. The remaining 1,813 shares of Class D Preferred Stock were redeemed for cash. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) EXHIBITS. 3.1 - Certificate of Elimination relating to Class D Preferred Stock. 12 - Statement regarding computation of 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 for the quarter ended February 25, 1996. 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 4 day of April, 1996. EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE 3.1 - Certificate of Elimination relating to Class D Preferred Stock...................... 17 12 - Statement regarding computation of ratio of earnings to fixed charges, and ratio of earnings to combined fixed charges and preferred dividends.......................... 19