ITEM 1. BUSINESS
a) General Development of Business
Nebraska Consolidated Mills Company, which was originally incorporated in Nebraska on September 29, 1919, changed its name to ConAgra, Inc. ("ConAgra" or the "Company") on February 25, 1971, and since December 5, 1975, has been incorporated in Delaware.
The information set forth in Note 2 "Business Combinations" on page 40 of the Company's 1994 Annual Report to Stockholders is incorporated herein by reference.
b) Financial Information About Industry Segments
The Company's businesses are classified into three industry segments: Agri-Products, Trading and Processing, and Prepared Foods. The contributions of each industry segment to net sales and operating profit, and the identifiable assets attributable to each industry segment set forth in Note 18 "Business Segments" on page 47 of the Company's 1994 Annual Report to Stockholders are incorporated herein by reference.
c) Narrative Description of Business
The information set forth in the "Business Review" on pages 6 through 21 of the Company's 1994 Annual Report to Stockholders is incorporated herein by reference.
The following comments pertain to the Company as a whole.
ConAgra operates "across the food chain," from basic agricultural inputs to production and sale of branded consumer products. As a result, ConAgra uses many different raw materials, the bulk of which are commodities. Raw materials are generally available from several different sources and ConAgra presently believes that it can obtain these as needed.
Commodities are subject to price fluctuations which create "price risk." Generally, it is ConAgra's intent to hedge commodities in order to mitigate this price risk. While this may tend to limit the Company's ability to participate in gains from commodity price fluctuations, it also tends to reduce the risk of loss from changes in commodity prices.
Commodity price risk can be hedged by selling the end product at acceptable fixed prices to credit worthy customers, or by selling offsetting futures or options contracts on established commodity exchanges. The particular hedging methods employed by ConAgra depend on a number of factors, including availability of appropriate derivative contracts. At May 29, 1994, 25% of ConAgra's total inventory was classified as "Hedged Commodity Inventory."
ConAgra's Board of Directors has established policies which limit the amount of unhedged commodity inventory permissible for each of ConAgra's independent operating companies. Processing company limits are expressed in terms of weeks of commodity usage. Trading businesses are generally limited to a dollar risk exposure stated in relation to equity capital.
ITEM 1. BUSINESS CONTINUED
c) Narrative Description of Business (continued)
ConAgra monitor's its commodity positions on a daily basis through the use of a company-wide computer system. This system compares commodity positions with unhedged commodity limits established for its independent operating companies. The Senior Vice President and Risk Officer monitors these positions and reports compliance to the Board of Directors. The Company's independent auditors also review compliance with this system and report annually to the Audit Committee of the Board of Directors. ConAgra's total unhedged positions were well below established corporate limits for each of the three fiscal years ended May 29, 1994.
Each business is highly competitive. Many companies compete in one or more of the markets served by ConAgra, some of which have greater sales and assets than ConAgra.
Quality control processes at principal manufacturing places emphasize applied research and technical services directed at product improvement and quality control. In addition, the Prepared Foods segment conducts research activities related to the development of new products.
Many of ConAgra's facilities and products are subject to various laws and regulations administered by the United States Department of Agriculture, the Federal Food and Drug Administration, and other federal, state, local and foreign governmental agencies relating to the quality of products, sanitation, safety and environmental control. The Company believes that it complies with such laws and regulations in all material respects, and that continued compliance with such regulations will not have a material effect upon capital expenditures, earnings or the competitive position of the Company.
ConAgra and its subsidiaries have more than 87,000 employees, primarily in the United States.
d) Foreign Operations
The information set forth in the "Business Review" on pages 6 through 21 of the Company's 1994 Annual Report to stockholders is incorporated herein by reference. The Company is not engaged in material operations in foreign countries, nor are material portions of sales or revenues derived from customers in foreign countries.
ITEM 2.
ITEM 2. PROPERTIES
The Company's corporate headquarters are located in Omaha, Nebraska. The headquarters and principal operating locations of each business are set forth on the following list of "ConAgra Locations".
The Company maintains a number of distribution facilities, in addition to distribution facilities and warehouse space available at substantially all of its manufacturing facilities.
Utilization of manufacturing capacity varies by type of product manufactured, plant and week. In general, ConAgra operates most of its manufacturing facilities in excess of 80% of standard industry capacity. Standards vary by industry from 40 hours per week to 144 hours per week.
Most principal manufacturing facilities are held in fee. However, certain parcels of land, machinery and buildings, and substantially all of ConAgra's transportation equipment used in its processing and merchandising operations, including covered rail hopper cars and river barges, are leased.
ConAgra Locations
CONAGRA AGRI-PRODUCTS COMPANIES Headquarters in Greeley, Colorado.
United Agri Products Companies Headquarters in Greeley, Colorado. Over 325 field sales, administration, warehouse, rail, formulation and joint venture locations in 44 states, Canada, United Kingdom, Mexico and Chile. Businesses are involved with crop protection products, seed, liquid and dry fertilizer operations and one terminal facility.
ConAgra Retail Companies Headquarters in Grand Island, Nebraska. One hundred-seven stores under the Country General, Wheelers, S&S, Sandvig's, Anfinson's, and Peavey Ranch and Home names in nine central states and California; Ninety-seven stores under the Northwest Fabrics and Crafts, and Rainbow Bay Crafts names operating in 25 states. Dyno Merchandising Corporation manufacturing and distribution facilities in Florida and Virginia. Eight stores under the Wheelers Town & Country and Security Feed & Seed names operating in Georgia and Florida.
CONAGRA DIVERSIFIED PRODUCTS COMPANIES Headquarters in Edina, Minnesota
Arrow Industries, Inc. Headquarters in Carrollton, Texas Eight plants in Texas, Tennessee, Arkansas and Georgia; eight charcoal kilns in Texas, Oklahoma, Louisiana and Arkansas.
ConAgra Pet Products Company Headquarters in Omaha, Nebraska. Manufacturing operations and distribution centers in Nebraska, Virginia, and Canada.
ConAgra Shrimp Companies/Singleton Seafood Company Headquarters in Tampa, Florida. Main processing plant in Florida; waterfront unloading facilities and processing and freezing operations in Louisiana; sales offices in Florida and Louisiana.
O'Donnell-Usen U.S.A. Headquarters in Tampa, Florida Processing facilities in Tampa, Florida.
Golden Valley Microwave Foods, Inc. Headquarters in Edina, Minnesota. Eight plants in Illinois, Indiana, Iowa, Minnesota, Ohio and Washington. Popcorn storage warehouse in Nebraska, product development facility in Eden Prairie, Minnesota and microwave packaging production facility in Maple Grove, Minnesota.
Lamb-Weston, Inc. Headquarters in Kennewick, Washington. Nine plants in Idaho, Oregon, Washington Minnesota and the Netherlands. Product development facility in Richland, Washington. Export sales office in Portland, Oregon.
Trident Seafoods Corporation (50-percent owned) Headquarters in Seattle, Washington. Five plants in Alaska and two in Washington. One catcher processor and seven floating processors in the Bering Sea and North Pacific Ocean. Hyman Foods Limited A processed meat plant in the United Kingdom.
CONAGRA GROCERY PRODUCTS COMPANIES
ConAgra Frozen Foods Headquarters in Omaha, Nebraska. Seven plants in Arkansas, Iowa, Missouri and Virginia. Two broiler growing and processing complexes in Arkansas. Product development facility in Omaha.
Hunt-Wesson, Inc. Headquarters in Fullerton, California. Product development facility in Fullerton. Facilities include 21 manufacturing plants, 14 distribution and customer service centers and 38 grocery and foodservice sales offices in 24 states and Canada serving:
ConAgra Grocery Products Companies International
Hunt Foods Company
Hunt-Wesson Foodservice Sales Company
Hunt-Wesson Grocery Products Sales Company
Orville Redenbacher/Swiss Miss Foods Company
LaChoy/Rosarita Foods Company
Wesson/Peter Pan Foods Company
CONAGRA MEAT PRODUCTS COMPANIES Headquarters in Downers Grove, Illinois.
Armour Swift-Eckrich Headquarters in Downers Grove, Illinois. Product development facility in Downers Grove and 28 plants in 20 states, processed meat plants in France, Portugal and Panama, and a food distribution center in Puerto Rico, serving - --
Armour Swift-Eckrich Processed Meats Company
Butterball Turkey Company
National Foods, Inc.
ConAgra Consumer Direct Headquarters in Burr Ridge, Illinois
Beatrice Cheese Company Headquarters in Waukesha, Wisconsin. Twenty facilities located in 12 states include natural and processed cheese manufacturing, direct and indirect retail and foodservice sales and cheese importing and aerosol.
Australia Meat Holdings Headquarters in Dinmore, Australia Fourteen plants and feedlots in Australia.
Cook Family Foods, Ltd. Headquarters in Lincoln, Nebraska. Two plants in Nebraska and Kentucky.
Monfort Pork Company Headquarters in Greeley, Colorado. Three plants in Iowa, Minnesota and Kentucky.
ConAgra Red Meat Companies Headquarters in Greeley, Colorado.
ConAgra Fresh Meats Company Headquarters in Greeley, Colorado. Three plants in Idaho, Nebraska and Alabama.
E.A. Miller Inc. Headquarters in Hyrum, Utah. Processing facilities in Utah and a feedlot in Idaho.
Mapelli Food Distribution Co. Headquarters in Greeley, Colorado. Forty-two sales and distribution branches in 26 states.
Monfort Finance Company Headquarters in Greeley, Colorado.
Monfort, Inc. Headquarters in Greeley, Colorado. Eleven plants in Colorado, Iowa, Kansas, Kentucky, Minnesota, Missouri, Nebraska and Texas. Three feedlots in Colorado.
CONAGRA POULTRY COMPANY Headquarters in El Dorado, Arkansas.
ConAgra Broiler Company Headquarters in El Dorado, Arkansas. Ten broiler growing and processing divisions in Alabama, Arkansas, Delaware, Georgia, Louisiana, Maryland and Puerto Rico.
Mott's & Foodservice Headquarters in Birmingham, Alabama. Two poultry processing plants in Kentucky and Mississippi. Four further processing plants in Georgia, Alabama, Tennessee and Louisiana.
Professional Food Systems Headquarters in El Dorado, Arkansas. Twenty-three sales and distribution units in 13 states.
Country Skillet Catfish Company Headquarters in Isola, Mississippi. Processing operations (50-percent owned) in Isola and Belzoni, Mississippi.
ConAgra Asia-Pacific Headquarters in Singapore. Trading offices in Hong Kong, Singapore, Minneapolis and Australia.
CONAGRA TRADING & PROCESSING COMPANIES Headquarters in Omaha, Nebraska.
ConAgra Flour Milling Company Headquarters in Omaha, Nebraska. Twenty-six flour mills in 14 states. Eight country elevators in South Dakota. Branded and private label flour, mixes and cornmeal products produced at plants in Alabama, Colorado and Texas. Seven joint venture flour mills, three in the U.S. and four in Canada.
ConAgra Feed Company Headquarters in Augusta, Georgia. Three feed mills in three states.
ConAgra Feed Ingredient Merchandising Company Headquarters in Omaha, Nebraska. Merchandising offices in Arizona and Nebraska. Feed ingredient merchandising office in Omaha, Nebraska. Protein trading operation in Bremen, Germany.
Molinos de Puerto Rico Headquarters in San Juan, Puerto Rico. Three feed plants, a flour mill and a dry corn mill in Puerto Rico.
ConAgra Europe Headquarters in Brussels, Belgium Poultry and animal feed plants in Portugal and Spain.
ConAgra Specialty Grain Products Company Headquarters in Omaha, Nebraska. Three oat mills and one dry corn mill in three states, Canada and the United Kingdom. Six barley malting facilities in Australia and one in the United Kingdom. One wheat flour tortilla processing plant in Nebraska. Corn processing operation in Bremen, Germany.
ConAgra Trading Companies Headquarters in Minneapolis, Minnesota. International trading offices in 15 countries, doing business as Blue Ribbon Energy Co., Camerican International, ConAgra Grain Companies, ConAgra International Fertilizer Co., ConAgra Wool Ltd., CTC, Peavey Grain Company and Petrosul. Wool processing plants and trading offices in Australia; a 20-state U.S. network of Peavey Grain merchandising offices and over 90 elevators plus river loading facilities, export elevators and barges; over 50 Klein-Berger Company facilities processing and packaging beans in nine states, South America and the United Kingdom and seven facilities processing dried fruit and nuts in California, The Netherlands and the United Kingdom; U.S. fertilizer sales office and six international trading offices; and Petrosul sulfur processing facilities in Canada.
Geldermann, Inc. Headquarters in Chicago, Illinois. More than 100 commodity futures brokerage offices, agencies and introducing brokers in the U.S., Canada and Europe.
United Specialty Food Ingredients Companies Headquarters in Omaha, Nebraska. Two dehydrated food ingredients plants and a research and development facility in Kentucky. A dehydrated food ingredients plant and animal feed ingredients plant in Minnesota. A spice plant and research and development facility in Illinois and seasonings plants in Massachusetts, Michigan and New Jersey, with support research and development facility in New Jersey. A flavorings plant in New Jersey. Food Ingredients distribution business headquartered in Iowa with distribution centers in Texas and Colorado. Four capsicum chili products plants located in California and New Mexico, with a research and development facility in California. A specialty marketing business headquartered in Wisconsin, with processed egg sales office in Mississippi, and food oils business headquartered in Texas.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
With respect to operations of the Company excluding the transaction discussed below, there was no litigation at May 29, 1994 which, in the opinion of management, would have a material adverse effect on the financial position of the Company.
On August 14, 1990, ConAgra acquired Beatrice Company. The Beatrice businesses and its former subsidiaries (Subsidiaries) are engaged in various litigation proceedings incident to their respective businesses and in various environmental and other matters. Beatrice and various of its Subsidiaries have agreed to indemnify divested businesses or the purchasers thereof for various legal proceedings and tax matters. The federal income tax returns of Beatrice and its predecessors for the fiscal years ended 1985 through 1987 have been audited by the Internal Revenue Service and a report has been issued. The findings contained in the examining agent's report have been timely protested and negotiations with the Appellate Division of the Internal Revenue Service are under way 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 intends to protest the unagreed findings of the examining agent's report and 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.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Year Present Assumed Name Title & Capacity Age Office
Philip B. Fletcher Chairman of the Board and Chief Executive Officer 61 1993
Albert J. Crosson President and Chief Operating Officer, ConAgra Grocery Products Companies 63 1993
Kenneth W. DiFonzo Vice President and Controller 42 1994
Dwight J. Goslee Senior Vice President and Chief Information Officer 44 1994
George R. Haefner Chairman, ConAgra Poultry Company 61 1993
Stephen L. Key Executive Vice President and Chief Financial Officer 51 1992
Leroy O. Lochmann President and Chief Operating Officer, ConAgra Meat Products Companies 59 1993
Thomas L. Manuel President and Chief Operating Officer, ConAgra Trading and Processing Companies 47 1994
Floyd McKinnerney President and Chief Operating Officer, ConAgra Agri-Products Companies 57 1987
Richard L. Monfort President and Chief Operating Officer, ConAgra Red Meat Companies and Executive Vice President, ConAgra Meat Products Companies 40 1989
T. Truxton Morrison Chairman, ConAgra International 56 1994
L. B. Thomas Senior Vice President, Corporate Secretary and Risk Officer 58 1993
Gerald B. Vernon Senior Vice President, Human Resources 53 1990
James D. Watkins President and Chief Operating Officer, ConAgra Diversified Products Companies 46 1993
David R. Willensky Senior Vice President, Corporate Planning and Development 43 1994
Robert Womack President and Chief Operating Officer, ConAgra Poultry Company 54 1993
The foregoing have held management positions with ConAgra for the past five years, except as follows:
Albert J. Crosson became President of Beatrice/Hunt- Wesson, Inc. (which was acquired by ConAgra on August 14, 1990) in 1986. Kenneth W. DiFonzo, beginning in April 1991, was vice president of finance and control for ConAgra International. Prior to that he served with H. J. Heinz Co. in a number of financial positions. Prior to becoming ConAgra's Chief Financial Officer in 1992, Stephen L. Key was Managing Partner of the New York City office of Ernst & Young since 1991, having previously held various positions with that firm. Leroy O. Lochmann became President of Swift-Eckrich (which was acquired by ConAgra on August 14, 1990) in 1984. James D. Watkins founded and became President of Golden Valley Microwave Foods (which merged with ConAgra on July 11, 1991) in 1978. David R. Willensky, joined ConAgra in March 1994, having most recently served as managing director of California Strategic Investors, a firm he started in 1991. Before that he was a partner and director of research with McKinsey & Company. Robert Womack, joined ConAgra in December 1993. Prior to that he served with Tyson Foods, Inc., most recently as president, Tyson Seafood Group.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED STOCKHOLDER MATTERS
Incorporated herein by reference to "Investor Information - - ConAgra Stock" on the inside back cover and Note 19 "Quarterly Results (Unaudited)" on page 48 of the Company's 1994 Annual Report to Stockholders.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference to the five-year results on page 26 of the Company's 1994 Annual Report to Stockholders.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Incorporated herein by reference to "Management's Discussion & Analysis" on pages 22 through 25 and "Objectives and Results" on pages 4 and 5 of the Company's 1994 Annual Report to Stockholders.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of ConAgra, Inc. and Subsidiaries and Independent Auditors' Report set forth on pages 32 through 48 of the Company's 1994 Annual Report to Stockholders are incorporated herein by reference:
Independent Auditors' Report
Consolidated Balance Sheets - May 29, 1994 and May 30,
Consolidated Statements of Earnings - Years ended May 29, 1994, May 30, 1993, and May 31, 1992
Consolidated Statements of Common Stockholders' Equity - Years ended May 29, 1994, May 30, 1993, and May 31, 1992
Consolidated Statements of Cash Flows - Years ended May 29, 1994, May 30, 1993, and May 31, 1992
Notes to Consolidated Financial Statements
The supplementary data regarding quarterly results of operations set forth in Note 19 "Quarterly Results (Unaudited)" on page 48 of the Company's 1994 Annual Report to Stockholders is incorporated herein by reference.
ITEM 9.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated herein by reference to "Board of Directors and Election" on pages 2 through 4 and to "Compliance with Section 16 (a) of the Securities Exchange Act of 1934" on page 14 of the Company's Proxy Statement for its Annual Meeting of Stockholders to be held on September 22, 1994. Information concerning all Executive Officers of the Company is included in Part I above.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference to (i) "Executive Compensation" through "Benefit Plans - Retirement Programs" on pages 5 through 8, and (ii) information on director compensation on page 4 of the Company's Proxy Statement for its Annual Meeting of Stockholders to be held on September 22, 1994.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference to "Voting Securities and Ownership by Certain Beneficial Owners" and "Voting Securities Owned by Executive Officers and Directors as of August 5, 1994" on page 2 of the Company's Proxy Statement for its Annual Meeting of Stockholders to be held on September 22, 1994.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference to (i) "Human Resources Committee Interlocks and Insider Participation" on page 10, and (ii) the last full paragraph of "Directors' Meetings and Compensation" on page 4, and (iii) the last two paragraphs of "Retirement Plans - Benefit Programs", of the Company's Proxy Statement for its Annual Meeting of Stockholders to be held on September 22, 1994.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
a) List of documents filed as part of this report:
1. Financial Statements All financial statements of the Company as set forth under Item 8 of this report on Form 10-K.
2. Financial Statement Schedules
Schedule Page Number Description Number
VIII Valuation and Qualifying Accounts 18
X Supplementary Income Statement Information 19
All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements, notes thereto, or the Management's Discussion and Analysis section of the Company's 1994 Annual Report to Stockholders.
Separate financial statements of the registrant have been omitted because the registrant meets the requirements permitting omission.
3. Exhibits
See Exhibit Index.
b) Reports on Form 8-K
None
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors ConAgra, Inc. Omaha, Nebraska
We have audited the consolidated financial statements of ConAgra, Inc. and subsidiaries as of May 29, 1994 and May 30, 1993, and for each of the three years (fifty-two/fifty-three weeks) in the period ended May 29, 1994, and have issued our report thereon dated July 7, 1994; such financial statements and report are incorporated by reference in this Form 10-K. Our audits also included the financial statement schedules of ConAgra, Inc. and subsidiaries, listed in Item14. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska July 7, 1994
Schedule X
CONAGRA, INC. AND SUBSIDIARIES
Supplementary Income Statement Information
(In millions)
Fifty-two Fifty-two Fifty-three Weeks Ended Weeks Ended Weeks Ended May 29, 1994 May 30, 1993 May 31, 1992
Maintenance and repairs $262.9 $259.1 $233.2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, ConAgra, Inc. has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 25th day of August, 1994.
CONAGRA, INC.
/s/ Philip B. Fletcher ________________________________________ Philip B. Fletcher Chairman and Chief Executive Officer
/s/ Stephen L. Key _______________________________________ Stephen L. Key Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Kenneth DiFonzo _______________________________________ Kenneth DiFonzo Vice President, Controller (Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 25th day of August, 1994.
PHILIP B. FLETCHER ___________________________ Director Philip B. Fletcher
C. M. Harper* Director Robert A. Krane* Director Gerald Rauenhorst* Director Carl E. Reichardt* Director Ronald W. Roskens* Director Marjorie Scardino* Director Walter Scott, Jr.* Director William G. Stocks* Director Frederick B. Wells* Director Thomas R. Williams* Director Clayton K. Yeutter* Director
* Philip B. Fletcher, by signing his name hereto, signs this Annual Report on behalf of each of the persons indicated. A Power-of- Attorney authorizing Philip B. Fletcher to sign this Annual Report on Form 10-K on behalf of each of the indicated Directors of ConAgra, Inc. has been filed herein as Exhibit 24.
PHILIP B. FLETCHER By: __________________________________ Philip B. Fletcher Attorney-In-Fact
EXHIBIT INDEX
Number Description Page No.
3.1 ConAgra's Certificate of Incorporation, as amended through September 27, 1991, incorporated herein by reference to ConAgra's quarterly report on Form 10-Q for the quarter ended August 25, 1991.
3.2 Certificate of Amendment to ConAgra's Certificate of Incorporation, incorporated herein by reference to ConAgra's quarterly report on Form 10-Q for the quarter ended August 30, 1992.
3.3 Statement of Resolutions Establishing Series 1 of $25.00 Class E Preferred Shares, incorporated herein by reference to ConAgra's current report on Form 8-K dated May 7, 1992.
3.4 ConAgra's Bylaws, as amended, incorporated herein by reference to ConAgra's quarterly report on Form 10-Q for the quarter ended November 29, 1992.
4.1 Rights Agreement dated July 10, 1986, with First Amendment thereto dated as of September 28, 1989, and Certificates thereto dated December 1, 1986, December 1, 1989 and December 2, 1991, incorporated herein by reference to ConAgra's annual report on Form 10-K for the fiscal year ended May 27, 1990 and ConAgra's quarterly report on Form 10-Q for the quarter ended November 24, 1991.
4.2 Amended and Restated Warrant to Purchase ConAgra Common Stock dated as of September 19, 1991, incorporated herein by reference to ConAgra's quarterly report on Form 10-Q for the quarter ended August 25, 1991.
4.3 Documents establishing Series A and Series B of Preferred Securities of ConAgra Capital, L.L.C., incorporated herein by reference to ConAgra's current report on Form 8-K dated June 8, 1994.
10.1 ConAgra's Amended and Restated Long-Term Senior Management Incentive Plan, Amendment thereto, and Operational Document, incorporated herein by reference to Exhibit 10.1 of ConAgra's annual report on Form 10-K for the fiscal year ended May 31, 1992.
10.2 First Amendment ConAgra's Long-Term Senior Management Incentive Plan Operational Document..........
10.3 Second Amendment to ConAgra's Long-Term Senior Management Incentive Plan Operational Document, incorporated herein by reference to Exhibit E of ConAgra's quarterly report on Form 10-Q for the quarter ended November 25, 1990.
10.4 Form of Employment Agreement between ConAgra each of Messrs. Fletcher, Crosson, Goslee, Haefner, Key, Lochmann, McKinnerney, Richard Monfort, Truck Morrison, O'Donnell, Thomas, and Vernon..............................................
10.5 ConAgra's 1982 Stock Option Plan, with amendment thereto, incorporated herein by reference to Exhibit 10.6 ConAgra's annual report on Form 10-K for the fiscal year ended May 31, 1992.
10.6 ConAgra's Employee Flexible Bonus Payment Plan, incorporated herein by reference to Exhibit 10.7 ConAgra's annual report on Form 10-K for the fiscal year ended May 31, 1992.
10.7 ConAgra's 1985 Stock Option Plan, with amendments thereto, incorporated herein by reference to Exhibit 10.8 ConAgra's annual report on Form 10-K for the fiscal year ended May 31, 1992.
10.8 Fourth Amendment to the ConAgra 1985 Stock Option Plan, incorporated herein by reference to Exhibit 10.8 of ConAgra's annual report on Form 10-K for the fiscal year ended May 30, 1993.
10.9 ConAgra Non-Qualified CRISP Plan.....................
10.10 ConAgra Non-Qualified Pension Plan, and First Amendment thereto....................................
10.11 ConAgra Supplemental Pension and CRISP Plan for Change of Control................................
10.12 ConAgra Incentives and Deferred Compensation Change of Control Plan...............................
10.13 ConAgra 1990 Stock Plan, incorporated herein by reference to Exhibit A of ConAgra's quarterly report on Form 10-Q for the quarter ended August 26, 1990.
10.14 First Amendment to ConAgra 1990 Stock Plan, incorporated herein by reference to Exhibit 10.18 of ConAgra's annual report on Form 10-K for the fiscal year ended May 26, 1991.
10.15 Second Amendment to the ConAgra 1990 Stock Plan, incorporated herein by reference to Exhibit 10.15 of ConAgra's annual report on Form 10-K for the fiscal year ended May 30, 1993.
10.16 ConAgra Directors' Unfunded Deferred Compensation Plan, and First Amendment thereto, incorporated herein by reference to Exhibits C and D of ConAgra's quarterly report on Form 10-Q for the quarter ended August 26, 1990.
10.17 ConAgra Employee Equity Fund Trust Agreement, with Stock Purchase Agreement and Revolving Promissory Note executed in connection therewith, incorporated herein by reference to Exhibits A, B and C of ConAgra's current report on Form 8-K dated August 6, 1992.
10.18 P. B. Fletcher Incentive Agreement dated July 15, 1993, incorporated herein by reference to Exhibit 10.18 of ConAgra's annual report on Form 10-K for the fiscal year ended May 30, 1993.
10.19 C. M. Harper Deferred Compensation Agreement, incorporated herein by reference to Exhibit 10.18 of ConAgra's annual report on Form 10-K for the fiscal year ended May 30, 1993.
10.20 ConAgra Executive Annual Incentive Plan..............
11 Statement regarding computation of per share earnings.............................................
12 Statement regarding computation of ratio of earnings to fixed charges, and ratio of earnings to combined fixed charges and preferred dividends............................................
13 ConAgra's Annual Report to Stockholders for its fiscal year ended May 29, 1994.......................
21 Subsidiaries of ConAgra..............................
23 Consent of Deloitte & Touche L.L.P. ................
24 Powers of Attorney...................................
Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with respect to ConAgra's long-term debt are not filed with this Form 10-K. ConAgra will furnish a copy of any such long-term debt agreement to the Securities and Exchange Commission upon request.
Except for those portions of the ConAgra annual report to stockholders for its fiscal year ended May 29, 1994 (Exhibit 13) specifically incorporated by reference in this report on Form 10-K, such annual report is furnished solely for the information of the Securities and Exchange Commission and is not to be deemed "filed" as a part of this filing.
Items 10.1 through 10.20 are management contracts or compensatory plans filed as exhibits pursuant to Item 14(c) of Form 10-K.
APPENDIX IMAGE & GRAPHIC MATERIAL OMITTED
EXHIBIT 13 ----------
FRONT COVER - 14 photos (cutlines listed in Cover Photos section)
INSIDE FRONT COVER - Environmental logo
FOLDOUT - Drawing of first NCM flour mill and ConAgra logo
FOLDOUT - Logo: Nebraska Consolidated Mills (NCM)
FOLDOUT - Logo: Red Hat Feeds (RH)
FOLDOUT - Logo: ConAgra
FOLDOUT - Logo: Geisler
FOLDOUT - Logo: United Agri Products (UAP)
FOLDOUT - Logos: Banquet and Singleton
FOLDOUT - Logo: Peavey
FOLDOUT - Logo: Country Pride fresh chicken
FOLDOUT - Logo: Armour
FOLDOUT - Logos: Patio and Morton
FOLDOUT - Logo: Chun King
FOLDOUT - Logo: Monfort
FOLDOUT - Logo: Healthy Choice
FOLDOUT - Logos: Eckrich, Peter Pan, Hunt's, Wesson, Orville Redenbacher's, Swift Premium, and Butterball
FOLDOUT - Logo: Act II
FOLDOUT - Logo: Hebrew National
FOLDOUT - Logo: Australia Meat Holdings (AMH)
FOLDOUT - Photo: Healthy Choice Cereals (3 products)
FOLDOUT - Photo cutline: The ConAgra Campus in Omaha was completed in 1990.
TO OUR STOCKHOLDERS, EMPLOYEES AND OTHER FRIENDS - Photo cutline: Phil Fletcher, chairman and chief executive officer
OBJECTIVES AND RESULTS, EARNINGS GROWTH - Result bar graphic described in text.
OBJECTIVES AND RESULTS, DIVIDEND GROWTH - Result bar graphic described in text.
BUSINESS REVIEW INTRODUCTION - 2 pie charts described in text.
BUSINESS REVIEW PREPARED FOODS - See description in text on pie charts. Photo of Janice Munemitsu, director of consumer marketing, Hunt Foods Co., and Jorge Succar (background) section head, research and development, Hunt-Wesson, Inc., Fullerton, California.
BUSINESS REVIEW GROCERY PRODUCTS - Photos described in text.
BUSINESS REVIEW GROCERY PRODUCTS - Photos described in text.
BUSINESS REVIEW MEAT PRODUCTS - Photos described in text.
BUSINESS REVIEW MEAT PRODUCTS - Photos described in text.
BUSINESS REVIEW CHICKEN PRODUCTS - Photos described in text.
BUSINESS REVIEW DIVERSIFIED PRODUCTS - Photos described in text.
BUSINESS REVIEW DIVERSIFIED PRODUCTS - Photos described in text.
BUSINESS REVIEW TRADING & PROCESSING - 2 pie charts and photo described in text.
BUSINESS REVIEW GRAIN PROCESSING - Photos described in text.
BUSINESS REVIEW TRADING - Photos described in text.
BUSINESS REVIEW AGRI-PRODUCTS - 2 pie charts and photo described in text.
BUSINESS REVIEW AGRI-PRODUCTS - Photos described in text.
BUSINESS REVIEW SPECIALTY RETAILING - Photos described in text.
MD&A OPERATING RESULTS - 3 5-year bar graphics described in text.
BOARD OF DIRECTORS - Photo described in text.
CORPORATE CITIZENSHIP - Photos described in text.
COVER PHOTOS - Diagram of front and back covers showing location of photos.
BACK COVER - 14 photos (cutlines listed in Cover Photos section)