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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended May 28, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _________ to _________
Commission File No. 1-7275
CONAGRA, INC.
(Exact name of registrant, as specified in charter)
A Delaware Corporation 47-0248710
(State of Incorporation) (I.R.S. Employer's Number)
One ConAgra Drive
Omaha, Nebraska 68102-5001
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (402) 595-4000
Securities Registered Pursuant to Section 12 (b) of the Act:
Name of Exchange on
Title of Each Class Which Registered
Common Stock, $5.00 par value New York Stock Exchange
Preferred Stock Class E, Series 1,
$25 Par Value New York Stock Exchange
Securities Registered Pursuant to Section 12 (g) of the Act:
Preferred Stock Class D, without par value
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 _____
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ___X__
At August 4, 1995, 242,486,592 common shares were outstanding.
The aggregate market value of the voting stock (including common
stock, $2.50 Class D Preferred Stock, and $25 Class E Preferred
Stock) of ConAgra, Inc. held by non-affiliates on August 4,
1995, was approximately $9,582,020,017.
Documents incorporated by reference are listed on page 2.
Documents Incorporated by Reference
1. Portions of the Registrant's Annual Report to Stockholders
for the fiscal year ended May 28, 1995, are incorporated into
Parts I, II and IV.
2. Portions of the Registrant's definitive Proxy Statement filed
for Registrant's 1995 Annual Meeting of Stockholders are
incorporated into Part III.
PART I
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.
b) Financial Information About Industry Segments
The Company's businesses are classified into three industry
segments: Food Inputs & Ingredients, Refrigerated Foods and
Grocery/Diversified Products. 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 15 "Business Segments" on page 46 of the Company's
1995 Annual Report to Stockholders are incorporated herein by
reference.
c) Narrative Description of Business
The information set forth in the "Business Review" on pages 8
through 23 of the Company's 1995 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.
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
Refrigerated Foods and the Grocery/Diversified Products segments
conduct 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 90,000 employees,
primarily in the United States.
d) Foreign Operations
The information set forth in the "Business Review" on pages 8
through 23 of the Company's 1995 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. 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 the United 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 twenty five stores under the Country General,
Wheelers, S&S, Sandvig's, Security Feed & Seed, Wheelers Town &
Country, and Peavey Ranch and Home names in the states of
Nebraska, Iowa, Kansas, Colorado, Wyoming, Montana, South
Dakota, North Dakota, Oklahoma, Texas, California, Georgia, and
Florida. Ninety two stores under the Northwest Fabrics and
Crafts, and Rainbow Bay Crafts names operating in 25 states.
CONAGRA DIVERSIFIED PRODUCTS COMPANIES
Headquarters in Eden Prairie, 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; sales offices in Florida and
Louisiana.
O'Donnell-Usen U.S.A.
Headquarters in Tampa, Florida.
Processing facilities in Tampa, Florida.
Lamb-Weston, Inc.
Headquarters in Kennewick, Washington.
Twelve plants in Idaho, Oregon, Washington, Minnesota and the
Netherlands. Product development facility in Richland,
Washington. Export sales office in Portland, Oregon.
ConAgra Foods Ltd.
Manufacturers of microwave meals and snacks based in Manchester,
England, supplying UK and other European countries.
CONAGRA GROCERY PRODUCTS COMPANIES
Headquarters in Fullerton, California.
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
22 manufacturing plants, 14 distribution and customer service
centers and 43 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
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.
CONAGRA REFRIGERATED FOODS COMPANIES
Headquarters in Geneva, Illinois.
Armour Swift-Eckrich
Headquarters in Downers Grove, Illinois.
Product development 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
Decker Food Company
National Foods, Inc.
Australia Meat Holdings
Headquarters in Dinmore, Australia.
Fourteen plants and feedlots in Australia.
Beatrice Cheese Company
Headquarters in Waukesha, Wisconsin.
Fifteen facilities located in 9 states include natural and
processed cheese manufacturing, direct and indirect retail and
foodservice sales and cheese importing and aerosol.
ConAgra Fresh Meats Company
Headquarters in Greeley, Colorado.
Three plants in Idaho, Nebraska and Alabama and a feedlot in
Idaho.
ConAgra Poultry Companies
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. Two
further processing plants in Georgia and Alabama.
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 and Minneapolis.
Cook Family Foods, Ltd.
Headquarters in Lincoln, Nebraska.
Two plants in Nebraska and Kentucky.
E. A. Miller, Inc.
Headquarters in Hyrum, Utah.
Processing facilities in Utah and a feedlot in Idaho.
Monfort Beef and Lamb Company
Headquarters in Greeley, Colorado.
Ten plants in Colorado, Iowa, Kansas, Nebraska and Texas. Three
feedlots in Colorado.
Monfort Finance Company
Headquarters in Greeley, Colorado.
Monfort Food Distribution Co.
Headquarters in Greeley, Colorado.
Thirty-one sales and distribution branches in 18 states.
Monfort International Sales Corporation
Headquarters in Greeley, Colorado.
Monfort Pork Company
Headquarters in Greeley, Colorado.
Three plants in Iowa, Minnesota and Kentucky.
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. Six joint venture flour mills, two in the U.S. and four
in Canada.
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 Feed Company
Headquarters in Augusta, Georgia.
Three feed mills in three states.
ConAgra Commodity Services Company
Headquarters in Omaha, Nebraska.
Feed Ingredient Merchandising and ConAgra Energy Services
Offices in Omaha, Nebraska. Protein trading operation in
Bremen, Germany.
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
seasoning plants in Massachusetts, Michigan and New Jersey, with
support research and development facilities. A flavorings plant
in New Jersey. Food ingredients distribution business
headquarters in Iowa with distribution centers in Texas and
Colorado. Chili products plants located in California (two),
and New Mexico, and Santiago, Chile, with a research and
development facility in California. A specialty marketing
business with processed egg sales office in Mississippi, and
food oils business headquarters in Texas.
ConAgra Grain Companies
Headquarters in Minneapolis, Minnesota.
ConAgra Grain Companies consist of a U.S. network of Peavey
Grain Merchandising offices and over 90 elevators plus river
loading facilities, export elevators and barges.
ConAgra International Trading Companies
Headquarters in Minneapolis, Minnesota.
International trading offices in 10 countries, doing business as
ConAgra International Fertilizer Co., ConAgra Wool Pty. Ltd.,
ConAgra International S.A., BDR (Agriculture) LTD., J.F. Braun
and Camerican. Wool processing plants in Australia.
ConAgra Europe
Headquarters in Brussels, Belgium.
Poultry and animal feed plants in Portugal and Spain.
Molinos de Puerto Rico
Headquarters in San Juan, Puerto Rico.
Two feed plants, a flour mill and a dry corn mill in Puerto Rico.
Klein-Berger Company
Headquarters in Stockton, California.
Klein-Berger Company operates over 50 facilities processing and
packaging beans in nine states and South America and seven
facilities processing dried fruit and nuts in California. There
is also one facility in California that processes walnuts.
ITEM 3. LEGAL PROCEEDINGS
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 42 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 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 responsible parties and Beatrice's prior experience
in remediating sites. Management believes the ultimate
resolution of such Beatrice legal and environmental
contingencies 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Year
Assumed
Present
Name Title & Capacity Age Office
Philip B. Fletcher Chairman of the Board and
Chief Executive Officer 62 1993
Albert J. Crosson President and Chief Operating
Officer, ConAgra Grocery
Products Companies 64 1993
Kenneth W. DiFonzo Vice President and Controller 43 1994
Dwight J. Goslee Senior Vice President , Business
Systems and Development, and
Chief Information Officer 45 1995
Leroy O. Lochmann President and Chief Operating
Officer, ConAgra Refrigerated
Foods Companies 60 1995
Thomas L. Manuel President and Chief Operating
Officer, ConAgra Trading and
Processing Companies 48 1994
Floyd McKinnerney President and Chief Operating
Officer, ConAgra Agri-Products
Companies 58 1987
T. Truxton Morrison Chairman, ConAgra International 57 1994
James P. O'Donnell Senior Vice President and
Chief Financial Officer 47 1995
L. B. Thomas Senior Vice President, Corporate
Secretary and Risk Officer 59 1993
Gerald B. Vernon Senior Vice President,
Human Resources 54 1990
James D. Watkins President and Chief Operating
Officer, ConAgra Diversified
Products Companies 47 1993
David R. Willensky Senior Vice President,
Corporate Planning and Development 44 1994
EXECUTIVE OFFICERS OF THE REGISTRANT (Continued)
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. 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.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED
STOCKHOLDERS MATTERS
Incorporated herein by reference to "Investor Information" on
page 52 and Note 16 "Quarterly Results (Unaudited)" on page 47
of the Company's 1995 Annual Report to Stockholders.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference to the five-year results on
page 27 of the Company's 1995 Annual Report to Stockholders.
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 28 through 32 and "Objectives and Results" on
pages 4 and 5 of the Company's 1995 Annual Report to
Stockholders.
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 33 through 48 of the Company's 1995 Annual Report to
Stockholders are incorporated herein by reference:
Independent Auditors' Report
Consolidated Balance Sheets - May 28, 1995 and May 29, 1994
Consolidated Statements of Earnings - Years ended May 28, 1995,
May 29, 1994, and May 30, 1993
Consolidated Statements of Common Stockholders' Equity - Years
ended May 28, 1995, May 29, 1994, and May 30, 1993
Consolidated Statements of Cash Flows - Years ended May 28,
1995, May 29, 1994, and May 30, 1993
Notes to Consolidated Financial Statements
The supplementary data regarding quarterly results of
operations set forth in Note 16 "Quarterly Results
(Unaudited)" on page 47 of the Company's 1995 Annual Report to
Stockholders is incorporated herein by reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated herein by reference to "Board of Directors and
Election" on pages 2 through 4 of the Company's Proxy Statement
for its Annual Meeting of Stockholders to be held on September
28, 1995. Information concerning all Executive Officers of the
Company is included in Part I above.
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 pages 4 and 5 of the Company's Proxy Statement for its Annual
Meeting of Stockholders to be held on September 28, 1995.
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 4, 1995"
on page 2 of the Company's Proxy Statement for its Annual
Meeting of Stockholders to be held on September 28, 1995.
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 5, and (iii) the last two paragraphs of
"Benefit Plans - Retirement Programs " on page 8 of the
Company's Proxy Statement for its Annual Meeting of Stockholders
to be held on September 28, 1995.
PART IV
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
II Valuation and Qualifying Accounts 16
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 1995 Annual Report to
Stockholders.
Separate financial statements of the registrant have been
omitted because the registrant meets the requirements
permitting omission.
3. Exhibits
All exhibits as set forth on the Exhibit Index.
b) Reports on Form 8-K
The Company filed a report on Form 8-K dated March 22, 1995
reporting the resignation of Stephen L. Key as chief financial
officer, effective April 14, 1995.
Schedule II
CONAGRA, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
Fifty-two weeks ended May 28, 1995, May 29, 1994 and May 30, 1993
(In millions)
Balance at Additions Deductions Balance at
Beginning Charged from Close of
Description of Period to Income Other (2) Reserves (1) Period
Year ended May 28, 1995:
Allowance for doubtful
receivables $55.9 27.2 .6 19.8 63.9
Year ended May 29, 1994:
Allowance for doubtful
receivables $47.5 24.8 - 16.4 55.9
Year ended May 30, 1993:
Allowance for doubtful
receivables $42.7 17.2 1.5 13.9 47.5
(1) Bad debts charged off, less recoveries.
(2) Beginning balances of reserve accounts of acquired businesses.
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 28, 1995 and May 29, 1994, and for
each of the three years (fifty-two weeks) in the period ended May
28, 1995, and have issued our report thereon dated July 28, 1995;
such financial statements and report are incorporated by reference
in this Form 10-K. Our audits also included the financial
statement schedule of ConAgra, Inc. and subsidiaries, listed in
Item14. This financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
July 28, 1995
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 24th day of August, 1995.
CONAGRA, INC.
/s/ Philip B. Fletcher
________________________________________
Philip B. Fletcher
Chairman and Chief Executive Officer
/s/ James P. O'Donnell
_______________________________________
James P. O'Donnell
Senior 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
24th day of August, 1995.
/s/ 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
Jane J. Thompson* 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.
By: /s/ Philip B. Fletcher
__________________________________
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.........................
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..........
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, Series B and
Series C of Preferred Securities of ConAgra
Capital, L.L.C., incorporated herein by
reference to ConAgra's current reports on
Form 8-K dated June 8, 1994 and February 11, 1995.
10.1 ConAgra's Amended and Restated Long-Term
Senior Management Incentive Plan, Amendment
thereto, and Operational Document, and
Amendment thereto, 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 and Exhibit 10.2 to ConAgra's
annual report on form 10-K for the fiscal year
ended May 29, 1994.
10.2 Second Amendment to ConAgra's Long-Term Senior
Management Incentive Plan Operational Document.......
10.3 Form of Employment Agreement between ConAgra
each of Messrs. Fletcher, Crosson, DiFonzo,
Goslee, Lochmann, Manuel, McKinnerney, Richard
Monfort, Truck Morrison, O'Donnell, Thomas,
Vernon and Willensky, incorporated herein by
reference to Exhibit 10.4 of ConAgra's annual
report on Form 10-K for the fiscal year ended
May 20, 1994 and Exhibit 10.1 of ConAgra's
quarterly report on Form 10-Q for the quarter
ended November 27, 1994.
10.4 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.
10.5 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.
10.6 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 and Exhibit 10.8 of ConAgra's
annual report on Form 10-K for the fiscal year
ended May 30, 1993.
10.7 ConAgra Non-Qualified CRISP Plan, incorporated
herein by reference to Exhibit 10.9 of ConAgra's
annual report on Form 10-K for the fiscal year
ended May 29, 1994.
10.8 ConAgra Non-Qualified Pension Plan, and First
Amendment thereto, incorporated herein by
reference to Exhibit 10.10 of ConAgra's annual
report on Form 10-K for the fiscal year ended
May 29, 1994.
10.9 ConAgra Supplemental Pension and CRISP Plan for
Change of Control, incorporated herein by
reference to Exhibit 10.11 of ConAgra's annual
report on Form 10-K for the fiscal year ended
May 29, 1994.
10.10 ConAgra Incentives and Deferred Compensation
Change of Control Plan, incorporated herein by
reference to Exhibit 10.12 of ConAgra's annual
report on Form 10-K for the fiscal year ended
May 29, 1994.
10.11 ConAgra 1990 Stock Plan, and amendments thereto.......
10.12 ConAgra Directors' Unfunded Deferred
Compensation Plan, and First Amendment thereto........
10.13 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.
10.14 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.
10.15 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.
10.16 ConAgra Executive Annual Incentive Plan,
incorporated herein by reference to Exhibit 10.20
of ConAgra's annual report on Form 10-K for the
fiscal year ended May 29, 1994.
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 28, 1995........................
21 Subsidiaries of ConAgra...............................
23 Consent of Deloitte & Touche L.L.P. .................
24 Powers of Attorney....................................
27 Financial Data Schedule...............................
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 28, 1995 (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 10.16 are management contracts or compensatory plans filed
as exhibits pursuant to Item 14(c) of Form 10-K.