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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 26, 1996
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
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 2, 1996, 240,742,313 common shares were outstanding. The aggregate
market value of the voting common stock of ConAgra, Inc. held by non-
affiliates on August 2, 1996, was approximately $10,502,383,405.
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 26, 1996 are incorporated into Parts I, II and IV.
2. Portions of the Registrant's definitive Proxy Statement filed for
Registrant's 1996 Annual Meeting of Stockholders are incorporated into
Part III.
PART I
This 10-K report contains certain forward-looking statements, including
such statements in the documents incorporated herein by reference. The
statements reflect management's current views and estimates of future economic
circumstances, industry conditions, Company performance and financial results.
The statements are based on many assumptions and factors including
availability and prices of raw materials, product pricing, competitive
environment and related market conditions, operating efficiencies, access to
capital and actions of governments. Any changes in such assumptions or
factors could produce significantly different results.
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 pages
49 and 50 of the Company's 1996 Annual Report to Stockholders are
incorporated herein by reference.
c) Narrative Description of Business
The information set forth in the "Business Review" on pages 7 through 26
of the Company's 1996 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 80,000 employees, primarily
in the United States.
d) Foreign Operations
The information set forth in the "Business Review" on pages 7 through 26
of the Company's 1996 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 350 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.
120 stores under the Country General, Wheelers, S&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.
CONAGRA DIVERSIFIED PRODUCTS COMPANIES
Headquarters in Eden Prairie, Minnesota.
Arrow Industries, Inc.
Headquarters in Carrollton, Texas.
Ten plants in Texas, Tennessee, Arkansas, Colorado and Georgia; seven charcoal
kilns located in Oklahoma, Louisiana and Arkansas.
ConAgra Foods Ltd.
Manufacturer of microwave meals and snacks based in Manchester, England,
supplying UK and other European countries.
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.
Meridian Seafood Products, Inc.
Headquarters in Santa Fe Springs, California.
Seafood trading company.
Gelazur
Headquarters in Nice, France.
50% owned seafood joint venture.
Lamb-Weston, Inc.
Headquarters in Kennewick, Washington.
12 plants in Idaho, Oregon, Washington, Minnesota (50-percent owned) and the
Netherlands (50-percent owned). Product development facility in Richland,
Washington. Export sales office in Portland, Oregon.
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. 23 manufacturing plants, 14
distribution and customer service centers and 43 grocery and food service
sales offices in 24 states and Canada serving:
ConAgra Grocery Products Companies International
Hunt Foods Company
Hunt-Wesson Foodservice Company
Hunt-Wesson Grocery Products Sales Company
Knott's Berry Farm Foods
LaChoy/Rosarita Foods Company
Orville Redenbacher/Swiss Miss 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 29 plants in 19 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
Longmont Foods Company
National Foods, Inc.
Australia Meat Holdings Pty Ltd.
Headquarters in Dinmore, Australia.
Nine plants and feedlots in Australia.
Beatrice Cheese Company
Headquarters in Waukesha, Wisconsin.
13 facilities located in 9 states includes natural and processed cheese
manufacturing, direct and indirect retail sales, foodservice sales, cheese
importing and aerosol.
ConAgra Fresh Meats Company
Headquarters in Greeley, Colorado.
Four plants in Idaho, Nebraska, Colorado and Alabama and a feedlot in Idaho.
ConAgra Poultry Company
Headquarters in Duluth, Georgia.
ConAgra Broiler Company
Headquarters in Duluth, Georgia.
Eight broiler growing and processing divisions in Alabama, Arkansas,
Georgia, Louisiana and Puerto Rico.
Professional Food Systems
Headquarters in El Dorado, Arkansas.
23 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 Refrigerated Foods International Sales Corporation
Headquarters in Greeley, Colorado.
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.
Nine plants in Colorado, Kansas, Nebraska and Texas. Three feedlots in
Colorado.
Monfort Finance Company
Headquarters in Greeley, Colorado.
Monfort Food Distribution Co.
Headquarters in Greeley, Colorado.
12 sales and distribution branches in ten states.
Swift & Company
Headquarters in Greeley, Colorado.
Four plants in Iowa, Minnesota, Kentucky and Indiana.
CONAGRA TRADING & PROCESSING COMPANIES
Headquarters in Omaha, Nebraska.
ConAgra Commodity Management Company
Headquarters in Omaha, Nebraska.
Feed Ingredient Merchandising and ConAgra Energy Services in Omaha, Nebraska
and a protein trading operation in Bremen, Germany. ConAgra Feed Company has
feed mills in three states and D.R. Johnston, an international protein trading
company, operates in Australia and New Zealand.
ConAgra Europe
Poultry and animal feed plants in Portugal and feed plants in Spain.
ConAgra Flour Milling Company
Headquarters in Omaha, Nebraska.
24 flour mills in 13 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 Grain Companies
Headquarters in Minneapolis, Minnesota.
ConAgra Grain Companies consist of a U.S. network of Peavey Grain
Merchandising offices and over 80 elevators, river loading facilities, export
elevators and barges.
ConAgra Specialty Grain Products Company
Headquarters in Omaha, Nebraska.
Oat milling and merchandising operations in Nebraska and Canada, with a joint
venture in the United Kingdom. One wheat flour tortilla processing plant in
Omaha, Nebraska. Corn processing and merchandising operations in Atchison,
Kansas and Brake, Germany. Six malt joint ventures with barley malting
facilities in the United States, Canada, Australia, the United Kingdom,
Uruguay, Argentina, Denmark and China. Four mushrooms farms in Canada,
headquartered in Campbellville, Canada.
International Trading
Headquarters in Minneapolis, Minnesota.
International trading offices in eight 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. Joint venture oilseed processing plant in Argentina.
Klein-Berger Company
Headquarters in Stockton, California.
Operates over 40 facilities processing edible beans in nine states and South
America and one walnut processing facility in California.
Molinos de Puerto Rico
Headquarters in San Juan, Puerto Rico.
Two feed plants, a flour mill and a dry corn mill in Puerto Rico.
United Specialty Food Ingredients Companies
Headquarters in Carol Stream, Illinois.
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
supporting research and development facilities. A flavorings plant in New
Jersey. Food ingredients distribution business headquartered in Iowa with
distribution centers in Texas and Colorado. Chili products plants located in
California (two), 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
headquartered in Texas.
ITEM 3. LEGAL PROCEEDINGS
In fiscal 1991, 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 reflected significant liabilities and valuation allowances
associated with the estimated resolution of these contingencies.
As a result of a settlement reached with the Internal Revenue Service in
fiscal 1995, ConAgra released $230.0 million of a valuation allowance and
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 its fiscal 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 43 Superfund, proposed Superfund or
state-equivalent sites. Beatrice has paid or is in the process of paying
its liability share at 40 of these 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.
In March 1996, the Environmental Protection Agency filed an action in
federal district court in Idaho against the Company as owner and operator
of a beef packing plant in Nampa, Idaho seeking civil monetary penalties
for alleged violations of the Clean Water Act. The Company is defending
the action.
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 and Chief Executive Officer 63 1993
Kenneth W. DiFonzo Vice President and Controller 44 1994
Dwight J. Goslee Senior Vice President, Business
Systems and Development and Chief
Information Officer 46 1995
David J. Gustin President and Chief Operating Officer,
ConAgra Grocery Products Companies 45 1996
Leroy O. Lochmann President and Chief Operating Officer,
ConAgra Refrigerated Foods Companies 61 1995
Thomas L. Manuel President and Chief Operating Officer,
ConAgra Trading and Processing Companies 49 1994
Floyd McKinnerney President and Chief Operating Officer,
ConAgra Agri-Products Companies 59 1987
James P. O'Donnell Senior Vice President and Chief Financial
Officer 48 1995
L. B. Thomas Senior Vice President, Corporate Secretary
and Risk Officer 60 1993
Gerald B. Vernon Senior Vice President, Human Resources 55 1990
James D. Watkins President and Chief Operating Officer,
ConAgra Diversified Products Companies 48 1993
David R. Willensky Senior Vice President, Corporate Planning
and Development 45 1994
The foregoing have held management positions with ConAgra for the past
five years, except as follows:
David J. Gustin was president of Orville Redenbacher/Swiss Miss Foods
Company for ConAgra Grocery Products Companies from 1992 to 1995, and became
president of Hunt-Wesson Grocery Products Companies in 1995. He was named to
his current position in July 1996. Prior to 1992 Mr. Gustin served with
Frito-Lay, Inc. and General Foods Corporation. 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.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED STOCKHOLDERS
MATTERS
Incorporated herein by reference to "Investor Information" on the inside
back cover and Note 16 "Quarterly Results (Unaudited)" on page 51 of the
Company's 1996 Annual Report to Stockholders.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference to the information for years 1992
through 1996 on pages 28 and 29 of the Company's 1996 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 30 through 34 and "Objectives and Results" on pages 4 and 5 of the
Company's 1996 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 35 through 52
of the Company's 1996 Annual Report to Stockholders are incorporated herein by
reference:
Independent Auditors' Report
Consolidated Statements of Earnings - Years ended May 26, 1996, May 28,
1995, and May 29, 1994
Consolidated Balance Sheets - May 26, 1996 and May 28, 1995
Consolidated Statements of Common Stockholders' Equity - Years ended May
26, 1996, May 28, 1995, and May 29, 1994
Consolidated Statements of Cash Flows - Years ended May 26, 1996, May 28,
1995, and May 29, 1994
Notes to Consolidated Financial Statements
The supplementary data regarding quarterly results of operations set
forth in Note 16 "Quarterly Results (Unaudited)" on page 51 of the
Company's 1996 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 26, 1996. 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 26, 1996.
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 2, 1996" on page 2 of the Company's Proxy Statement
for its Annual Meeting of Stockholders to be held on September 26, 1996.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference to (i) "Human Resources Committee
Interlocks and Insider Participation" on page 10, (ii) the last full paragraph
of "Directors' Meetings and Compensation" on page 5, and (iii) the last
paragraph 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
26, 1996.
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 15
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 & Analysis section of the Company's 1996
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, which is
incorporated herein by reference.
b) Reports on Form 8-K
The Company filed a report on Form 8-K dated May 14, 1996
reporting (i) a major restructuring program and other initiatives
(described in the documents incorporated by reference in this 10-K
report), and (ii) amendments to the Company's bylaws setting
forth certain procedures which stockholders must follow in order
to nominate a director or present any other business at an annual
stockholders' meeting. The Company also filed an 8-K report
dated July 12, 1996 announcing the adoption of a new Stockholders
Rights Plan effective when the Company's prior Stockholders
Rights Plan expired on July 24, 1996.
Schedule II
CONAGRA, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
52 weeks ended May 26, 1996, May 28, 1995 and May 29, 1994
(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 26, 1996:
Allowance for doubtful
receivables $63.9 34.6 .8 47.2 52.1
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
(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 26, 1996 and May 28, 1995, and for
each of the three years (fifty-two weeks) in the period ended May
26, 1996, and have issued our report thereon dated July 12, 1996;
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
Item 14. 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.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
July 12, 1996
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of 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 23rd day of
August, 1996.
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 W. DiFonzo
Kenneth W. 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 23rd day of August, 1996.
/s/ Philip B. Fletcher
Director
Philip B. Fletcher
Charles 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 Yeutter* Director
* Philip B. Fletcher, by signing his name hereto, signs this Annual Report on
behalf of each 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 21
3.2 ConAgra's Bylaws, as amended, incorporated herein by reference to
ConAgra's current report on Form 8-K dated May 14, 1996.
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 28, 1995.
4.2 Rights Agreement dated as of July 12, 1996, incorporated herein by
reference to ConAgra's current report on Form 8-K dated July 12,
1996.
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, incorporated herein by reference
to Exhibit 10.2 to ConAgra's annual report on Form 10-K for the
fiscal year ended May 28, 1995.
10.3 Form of Employment Agreement between ConAgra and each of
Messrs. Fletcher, Crosson, DiFonzo, Goslee, Lochmann, Manuel,
McKinnerney, 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 29, 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 of 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 of 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 of 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, incorporated herein
by reference to Exhibit 10.11 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 28, 1995.
10.12 ConAgra 1995 Stock Plan, incorporated herein by reference to Exhibit
10.1 of ConAgra's quarterly report on Form 10-Q for the quarter ended
August 27, 1995.
10.13 ConAgra Directors' Unfunded Deferred Compensation Plan, and First
Amendment thereto, incorporated herein by reference to Exhibit 10.12
of ConAgra's annual report on Form 10-K for the fiscal year ended
May 28, 1995.
10.14 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.
10.15 P. B. Fletcher Incentive Agreement dated July 15, 1993, as amended
and restated 153
10.16 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.
10.17 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 income per share 157
12 Statement regarding computation of ratio of earnings to fixed charges
and ratio of earnings to combined fixed charges and preferred stock
dividends 159
13 ConAgra's Annual Report to Stockholders for its fiscal year ended
May 26, 1996 161
21 Subsidiaries of ConAgra 221
23 Consent of Deloitte & Touche LLP 224
24 Powers of Attorney 225
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 26, 1996 (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 10.17 are management contracts or compensatory plans filed
as exhibits pursuant to Item 14 (c) of Form 10-K.