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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
For the fiscal year ended MAY 28, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________
Commission File No. 1-7275
CONAGRA, INC.
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(Exact name of registrant, as specified in its charter)
A Delaware Corporation 47-0248710
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(State of incorporation or other jurisdiction (I.R.S. Employer Number)
of incorporation or organization)
One ConAgra Drive
Omaha, Nebraska 68102-5001
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (402) 595-4000
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Securities registered pursuant to section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, $5.00 par value New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
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None
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 (229.405 of this chapter) 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. [ ]
At July 31, 2000, 492,326,241 common shares were outstanding. The aggregate
market value of the voting common stock of ConAgra, Inc. held by non-affiliates
on July 31, 2000, was approximately $10.1 billion.
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, 2000 are incorporated into Part I, Item 1; Part II,
Items 5, 7, 7A and 8; and Part IV, Item 14.
2. Portions of the Registrant's definitive Proxy Statement filed for
Registrant's 2000 Annual Meeting of Stockholders are incorporated into
Part III, Items 10, 11, 12, and 13.
2
PART I
This Form 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.
Acquisitions have contributed substantially to ConAgra's sales and
earnings growth, both in the years of acquisition and in subsequent
years. Major acquisitions have included United Agri Products, Banquet
Foods, Country Pride Foods, Peavey Company, Monfort of Colorado, Morton,
Chun King and Patio frozen foods businesses, SIPCO (formerly Swift
Independent Packing Company), the assets of Armour Food Company,
Pillsbury's grain merchandising business, eight U.S. flour mills acquired
from International Multifoods, Beatrice Company, the assets of Elders'
beef, malt and wool businesses in Australia, Golden Valley Microwave
Foods, Universal Frozen Foods, MC Retail Foods, Van Camp's canned bean
and Wolf Brand Chili businesses, Canada Malting Company, Gilroy Foods,
GoodMark Foods, Nabisco's margarine and egg alternative businesses, and
Seaboard Poultry.
On August 24, 2000, ConAgra acquired International Home Foods for
approximately 41 million shares of ConAgra common stock and $825
million cash and the assumption of approximately $1.3 billion in
International Home Foods' debt. International Home Foods' significant
established brands include Chef Boyardee pasta products, PAM cooking
spray, Bumble Bee seafood and Gulden's mustard.
b) Financial Information about Reporting Segments
The Company's businesses are classified into three reporting segments:
Packaged Foods, Refrigerated Foods and Agricultural 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 19 "Business Segments and Related Information" on pages 53
through 55 of the Company's 2000 Annual Report to Stockholders are
incorporated herein by reference.
c) Narrative Description of Business
General
ConAgra is one of the world's largest food companies. The Company
competes in multiple segments of the food business and focuses on adding
value for customers in the retail food, foodservice, and agricultural
product channels.
ConAgra's reporting segments are described below. The ConAgra companies
and locations, including distribution facilities, within each reporting
segment are described in Item 2.
3
ITEM 1. BUSINESS (Continued)
Packaged Foods
In its Packaged Foods segment, ConAgra produces shelf-stable foods,
frozen foods, dairy case products, and foodservice products for retail,
foodservice and specialty markets.
Shelf-stable products include tomato products, cooking oils, popcorn,
soup, puddings, meat snacks, canned beans, canned pasta, canned chili,
cocoa mixes, and peanut butter. Shelf-stable major brands include Hunt's,
Healthy Choice, Wesson, Orville Redenbacher's, Slim Jim, Act II, Peter
Pan, Van Camp's, Beanee Weenee, Manwich, Hunt's Snack Pack, Swiss Miss,
Knott's Berry Farm, Chun King, La Choy, Gebhardt, Wolf Brand, Pemican,
Penrose, and Andy Capp's.
Frozen foods' products include dinners, entrees, snacks, ice cream, and
seafood. Frozen food major brands include Healthy Choice, Banquet, Marie
Callender's, Kid Cuisine, MaMa Rosa's, Papa G's, Gilardi's, The Max,
Morton, Patio, Chun King, and La Choy.
Dairy case products include tablespreads, cheeses, egg alternatives and
dessert toppings. Dairy case major brands include Parkay, Blue Bonnet,
Fleischmann's, Move Over Butter, Egg Beaters, Healthy Choice, County
Line, Reddi-wip, and Treasure Cave.
Foodservice products include potato products, ethnic food products,
hand-held dough-based products and other products primarily for
foodservice markets. Foodservice major brands are Lamb Weston,
Fernando's, Casa de Oro, Holly Ridge, and Rosarita.
Refrigerated Foods
In its Refrigerated Foods segment, ConAgra produces and markets fresh and
branded processed meats, beef and pork products, chicken, and turkey
products for retail, foodservice, institutional and specialty markets.
The processed meat products include hot dogs, bacon, ham, sausages, cold
cuts, turkey products and kosher products. Fresh meat products include
beef, pork and lamb. The poultry businesses include chicken and turkey
products.
Refrigerated Foods' major brands include Armour, Butterball, Cook's,
Country Pride, Decker, Monfort, Eckrich, Healthy Choice, To-Ricos, Texas
BBQ, Ready Crisp, Hebrew National, Brown 'N Serve, Golden Star, National
Deli and Swift Premium. In addition, the Company owns Australia Meat
Holdings Pty Ltd., a major Australian beef processor and exporter.
Agricultural Products
Through its Agricultural Products segment, ConAgra distributes crop
protection chemicals, fertilizers, seeds and information systems at
wholesale and retail levels. Major agricultural brands include Clean
Crop, ACA, Awaken, mPower(3) (e-merge), Savage, Shotgun, Saber,
Signature, and Loveland Industries. ConAgra markets these agricultural
products in Argentina, Bolivia, Canada, Chile, Ecuador, France, Peru,
South Africa, Taiwan, United Kingdom, United States, and Zimbabwe.
In the food ingredients sector, ConAgra primarily processes and
distributes ingredients for food and beverage products and meat and
poultry production. The ingredient processing businesses include flour
milling, specialty food ingredients and manufacturing, oat and corn
milling, dry edible bean processing and merchandising, and barley
malting. ConAgra also markets bulk agricultural commodities throughout
the world through its grain procurement and merchandising, food-related
commodity trading and commodity services.
The Agricultural Products businesses experience some seasonality. This
seasonality coincides with normal agricultural growing seasons.
4
ITEM 1. BUSINESS (Continued)
The following comments pertain to each of the Company's reporting
segments.
ConAgra is a food company that operates in many different areas of the
food business, 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.
The Company experiences intense competition for sales of its principal
products in its major markets. The Company's products compete with widely
advertised, well-known, branded products, as well as private label
products. The Company has major competitors in all of its reporting
segments.
Quality control processes at principal manufacturing locations emphasize
applied research and technical services directed at product improvement
and quality control. In addition, the Refrigerated Foods and the Packaged
Foods 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 85,000 employees, primarily
in the United States.
d) Foreign Operations
The information, with respect to foreign operations, set forth in Note 19
"Business Segments and Related Information" on pages 53 through 55 of the
Company's 2000 Annual Report to Stockholders is incorporated herein by
reference.
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,
are leased.
5
ITEM 2. PROPERTIES (Continued)
PACKAGED FOODS
CONAGRA FROZEN PREPARED FOODS
Headquarters in Omaha, Nebraska.
CONAGRA FROZEN FOODS
Headquarters and Corporate sales office in Omaha,
Nebraska. Six plants in Arkansas, Iowa, Missouri and Virginia. Two broiler
growing and processing complexes in Arkansas. Product development facility
in Omaha, Nebraska.
GILARDI FOODS
Headquarters and sales office in Sidney, Ohio.
Three processing plants in Ohio and Oklahoma.
CONAGRA GROCERY PRODUCTS COMPANIES
Headquarters in Irvine, California.
CONAGRA GROCERY PRODUCTS COMPANY
Headquarters in Irvine, California.
Product development facility in Irvine. 13 manufacturing plants, 8
distribution centers and over 20 grocery and foodservice sales
offices serving the U.S. and Canada:
CONAGRA GROCERY PRODUCTS COMPANY INTERNATIONAL
CONAGRA GROCERY PRODUCTS COMPANY-GROCERY BRANDS
HUNT-WESSON FOODSERVICE COMPANY
HUNT-WESSON GROCERY PRODUCTS SALES COMPANY
CONAGRA FOODS LTD.
Headquarters in Manchester, England. Manufacturer of
microwave meals and snacks, supplying UK and other European countries.
GOLDEN VALLEY MICROWAVE FOODS
Headquarters in Edina, Minnesota.
Six plants in Iowa, Minnesota and Ohio. Popcorn storage warehouse in
Nebraska, product development facility in Eden Prairie, Minnesota and
microwave packaging production facility in Maple Grove, Minnesota.
GOODMARK FOODS, INC.
Headquarters in Raleigh, North Carolina
Manufacturer of branded meat snacks, specialty snacks and other convenient
food products, supplying mass-merchandisers, vending machines and grocery,
drug, club, convenience and video stores. Plants in North Carolina,
Pennsylvania and California.
6
ITEM 2. PROPERTIES (Continued)
CONAGRA FOODSERVICE COMPANY
Headquarters in Boise, Idaho
LAMB-WESTON, INC.
Headquarters in Tri-Cities, Washington.
13 plants in Idaho, Oregon, Washington, Minnesota (50-percent owned) and
Alberta, Canada. Three plants in The Netherlands (50-percent owned) and one
plant in Turkey (50-percent owned). Product development facility in
Richland, Washington. International business development center in Boise,
Idaho.
FERNANDO'S FOODS CORPORATION
Headquarters in Los Angeles, California
One Mexican food processing facility in California.
CASA DE ORO
Headquarters in Omaha, Nebraska
Flour and corn tortilla processing facilities in Nebraska and Kentucky.
CONAGRA SIGNATURE MEATS GROUP
Headquarters in Greeley, Colorado
CHOICE ONE FOODS
Headquarters in Los Angeles, California
One meat processing facility in California
CONAGRA SIGNATURE MEATS - MONTGOMERY
Headquarters in Montgomery, Alabama
One meat processing facility in Alabama
CONAGRA SIGNATURE MEATS - ORLANDO
Headquarters in Sanford, Florida
One meat processing facility in Florida
CONAGRA SIGNATURE MEATS- SAN ANTONIO
Headquarters in San Antonio, Texas
One meat processing facility in Texas
ZOLL FOODS
Headquarters in South Holland, Illinois
One meat processing facility in Illinois
CONAGRA SEAFOOD COMPANIES
SINGLETON SEAFOOD
Headquarters in Tampa, Florida
One seafood processing facility in Florida.
MERIDIAN PRODUCTS
Headquarters in Santa Fe Springs, California
Seafood trading company with facilities in New Jersey, Texas and
Washington.
O'DONNELL-USEN U.S.A.
Headquarters and sales office in Tampa, Florida.
7
ITEM 2. PROPERTIES (Continued)
DAIRY CASE
Headquarters in Indianapolis, Indiana
BEATRICE CHEESE COMPANY
Headquarters in Indianapolis, Indiana.
Six facilities located in six states include natural cheese manufacturing,
direct and indirect retail sales, foodservice sales, cheese importing and
aerosol.
BEATRICE FOODS
Headquarters in Indianapolis, Indiana
Two facilities in two states include margarine and egg product
manufacturing, direct and indirect retail sales and foodservice sales.
REFRIGERATED FOODS
PROCESSED MEATS COMPANIES
Headquarters in Downers Grove, Illinois.
ARMOUR SWIFT-ECKRICH
Product development in Downers Grove and 25 plants in 16 states, processed
meat plant in Panama, and a food distribution center in Puerto Rico,
serving:
ASE CONSUMER PRODUCTS COMPANY
ASE DELI/FOODSERVICE COMPANY
BUTTERBALL TURKEY COMPANY
DECKER FOOD COMPANY
NATIONAL FOODS, INC.
COOK FAMILY FOODS, LTD.
Headquarters in Lincoln, Nebraska.
Three plants in Nebraska, Kentucky and Missouri.
CONAGRA BEEF COMPANIES
Headquarters in Greeley, Colorado
AUSTRALIA MEAT HOLDINGS PTY LTD.
Headquarters in Dinmore, Australia.
Eight plants and feedlots in Australia.
CONAGRA CATTLE FEEDING COMPANY
Headquarters in Greeley, Colorado.
Three feedlots in Colorado.
One feedlot in Texas.
CONAGRA REFRIGERATED FOODS INTERNATIONAL SALES CORPORATION
Headquarters in Greeley, Colorado.
E. A. MILLER, INC.
Headquarters in Hyrum, Utah.
Processing facilities in Utah and a feedlot in Idaho.
8
ITEM 2. PROPERTIES (Continued)
MONFORT BEEF AND LAMB COMPANY
Headquarters in Greeley, Colorado.
Ten plants in Colorado, Kansas, Nebraska, Texas, and Indiana.
MONFORT FOOD DISTRIBUTION CO.
Headquarters in Greeley, Colorado.
Eight sales and distribution branches in eight states.
MONFORT FRESH MEATS COMPANY
Headquarters in Greeley, Colorado.
Two plants in Idaho & Nebraska.
CONAGRA POULTRY COMPANY
Headquarters in Duluth, Georgia.
CONAGRA BROILER COMPANY
Headquarters in Duluth, Georgia.
12 broiler growing and processing divisions in Alabama, Arkansas, Georgia,
Kentucky, Louisiana, Tennessee, and Puerto Rico. Four further processing
cookplants in Georgia, Tennessee, West Virginia, and Louisiana.
PROFESSIONAL FOOD SYSTEMS
Headquarters in El Dorado, Arkansas.
13 sales and distribution units in nine states.
SWIFT & COMPANY
Headquarters in Greeley, Colorado.
Three pork processing plants in Iowa, Minnesota and Kentucky. One further
processing plant in California.
AGRICULTURAL PRODUCTS
CONAGRA AGRI PRODUCTS COMPANIES
Headquarters in Greeley, Colorado.
UNITED AGRI PRODUCTS COMPANIES
Headquarters in Greeley, Colorado. Over 470
field sales, administration, warehouse, rail, formulation and joint venture
locations in the United States, Canada, United Kingdom, Mexico, South
Africa, Chile, Bolivia, Ecuador, Argentina, France, Peru, Hong Kong, Taiwan
and Zimbabwe. Businesses are involved with crop protection products, seed,
liquid and dry fertilizer operations and one terminal facility.
CONAGRA TRADE GROUP
Headquarters in Omaha, Nebraska.
AGRICULTURAL DIVISION
Headquarters in Omaha, Nebraska. The Agricultural Division consists
of an extensive network of grain merchandising offices and grain
elevators in the United States and Canada. International marketing
is facilitated through offices in Mexico, Italy, Hong Kong and
Australia, and with representative agents throughout the world.
KBC EDIBLE BEANS
Headquarters in Stockton, California.
KBC Edible Beans operates an extensive network of facilities in the United
States and a facility in Argentina. International marketing is facilitated
through offices in Argentina, Chile, Switzerland and Hong Kong, and with
representative agents throughout the world.
9
ITEM 2. PROPERTIES (Continued)
CONAGRA INTERNATIONAL FERTILIZER
Headquarters in Savannah, Georgia. ConAgra
International Fertilizer operations are facilitated through offices in the
United Kingdom, Hong Kong and Singapore.
CONAGRA ENERGY SERVICES AND FINANCIAL PRODUCTS
Headquarters in Omaha, Nebraska.
CONAGRA FOOD INGREDIENTS COMPANIES
Headquarters in Omaha, Nebraska.
GRAIN PROCESSING
Headquarters in Omaha, Nebraska.
25 flour mills in 14 states. Eight country elevators in South Dakota.
Two joint ventures in the U.S., one flour mill and one elevator. Corn
merchandising and processing facility in Kansas. Two oat processing
facilities in Nebraska and Canada. A flour mill, a dry corn mill and
grain trading in Puerto Rico.
INTERNATIONAL
Headquarters in Omaha, Nebraska.
Poultry, animal feed and processed meat facilities in Portugal and feed
plants in Spain. Four malt joint ventures with barley malting facilities in
the United States, Canada, Australia, the United Kingdom, and China, doing
business as ConAgra Malt. A food products distribution joint venture in
Mexico doing business as Verde Valle. Edible oil processing and grain
trading joint venture in India, doing business as Agro Tech Foods Limited.
Joint venture oilseed processing plant in Argentina, doing business as
Pecom Agra. A specialty marketing business with processed eggs, Mexican
food products, and food oils business headquartered in Texas. Two animal
feed plants in Georgia and Alabama.
INGREDIENTS
Headquarters in Omaha, Nebraska.
A food processing plant and 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.
A seasoning plant and research and development facility in New Jersey.
Flavorings plants in New Jersey and Utah. Food ingredients distribution
business headquartered in Iowa with distribution centers in Texas, Illinois
and Colorado. A distributor of supplies and equipment for the food
processing industry in Texas. Chili products plants located in California,
New Mexico, and Santiago, Chile, with a research and development facility
in California. A garlic and onion dehydration and processing facility with
a supporting research and development facility in California and
dehydration and processing plants in Nevada and Oregon.
SERGEANT'S PET PRODUCTS COMPANY
Headquarters in Omaha, Nebraska. Distribution centers in Tennessee,
Colorado and Canada.
10
ITEM 3. LEGAL PROCEEDINGS
In fiscal 1991, ConAgra acquired Beatrice Company ("Beatrice"). As a result of
the acquisition and the significant pre-acquisition contingencies of the
Beatrice businesses and its former subsidiaries, the consolidated
post-acquisition financial statements of ConAgra reflect significant liabilities
associated with the estimated resolution of these contingencies. These include
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 40 Superfund, proposed Superfund or
state-equivalent sites. Beatrice has paid or is in the process of paying its
liability share at 34 of these sites. Substantial reserves for these matters
have been established based on the Company'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 its experience in
remediating sites.
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 operations or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
11
EXECUTIVE OFFICERS OF THE REGISTRANT AS OF AUGUST 25, 2000
Year Assumed
Name Title & Capacity Age Present Office
- ---- ---------------- --- --------------
Bruce C. Rohde Chairman, Chief Executive Officer and President 51 1998
James P. O'Donnell Executive Vice President, Chief Financial Officer
and Corporate Secretary 52 1997
Jay D. Bolding Senior Vice President and Controller 40 1999
Kenneth W. Gerhardt Senior Vice President and Chief Information Officer 50 1998
Dwight J. Goslee Senior Vice President, Mergers and Acquisitions 50 1997
Owen C. Johnson Senior Vice President, Human Resources
and Administration 54 1998
Timothy P. McMahon Senior Vice President, Communication and
Marketing 46 2000
Stephen J. Tibey Senior Vice President, Supply Chain 52 1999
Kevin W. Tourangeau Senior Vice President, Operational Effectiveness 48 1999
Michael D. Walter Senior Vice President, Commodity Procurement
and Economic Strategy 50 2000
Linda S. Harty Vice President and Treasurer 40 1999
The foregoing have held executive officer positions with ConAgra for the past
five years, except as follows:
Bruce C. Rohde became Vice Chairman of the Board and President in August 1996,
was named President and Chief Executive Officer in September 1997, and was named
Chairman of the Board in September 1998. He previously had been ConAgra's
general counsel since 1984. He was president of the Omaha-based law firm
McGrath, North, Mullin & Kratz, P.C. from 1984 to 1996.
Jay D. Bolding joined ConAgra in 1997 as Vice President, Business Processes and
Financial Analysis. He became Vice President, Controller in February 1999 and
was named Senior Vice President in June 2000. He was Vice President, Chief
Financial Officer and Treasurer of Allen & O'Hara, Inc., a construction and
property management company from 1995 to 1997. He was named to his current
position in May 1999.
Kenneth W. Gerhardt was Senior Vice President and Chief Information Officer of
Ameriserve Distribution, Inc. from 1997 to 1998. Prior to 1997, he worked for
Pepsico, Inc. in various capacities, including Vice President and Chief
Information Officer for Pepsico Food Services from 1996 to 1997; and Senior
Director, Information Technology for Pepsi Cola North American from 1994 to
1996.
Owen C. Johnson was Senior Vice President, Human Resources, Corporate
Communications and Administration of NISOURCE from 1990 to 1998. He joined
ConAgra in his current position in June 1998.
Timothy P. McMahon was Vice President, Marketing for ConAgra Trading and
Processing Companies from June 1997 to October 1997. Prior to that, he was
President of McMahon Marketing Communications Company for ten years. He became
Senior Vice President, Corporate Marketing Development in October 1997 and was
named to his current position in 2000.
12
Stephen J. Tibey joined ConAgra in November 1999 as Senior Vice President Supply
Chain. Prior to his joining the Company, Mr. Tibey was with Kraft where he
served as Vice President, Operation Services from 1998 to 1999 and Vice
President, Distribution Operations from 1994 to 1998.
Kevin W. Tourangeau joined ConAgra in his current position in March 1999.
Previously he was with Randol Management Consultants, which he founded in 1998,
where he worked with major corporations, including ConAgra, to improve
operations and profitability.
Michael D. Walter joined ConAgra in 1989 as President of ConAgra Specialty Grain
Products. He was named to his current position in October 1996.
Linda S. Harty became Vice President and Treasurer in April 1999. Prior to her
joining the Company in April 1999, she worked for Kimberly-Clark where she
served as Assistant Treasurer from 1997 to 1999 and Manager, Accounting from
1992 to 1997.
OTHER SIGNIFICANT EMPLOYEES OF THE REGISTRANT AS OF AUGUST 25, 2000
Year Assumed
Name Title & Capacity Age Present Office
- ---- ---------------- --- --------------
Larry A. Carter President and Chief Operating Officer,
ConAgra Food Ingredients 48 2000
Raymond J. De Riggi President and Chief Operating Officer,
ConAgra Grocery Products Companies 52 1998
Timothy M. Harris President and Chief Operating Officer,
ConAgra Refrigerated Prepared Foods 44 1997
Gregory A. Heckman President and Chief Operating Officer,
ConAgra Trade Group 38 1996
R. Dean Hollis President and Chief Operating Officer,
ConAgra Frozen Prepared Foods 40 2000
Blake D. Lovette President and Chief Operating Officer,
ConAgra Poultry Company 57 1998
Floyd McKinnerney Chairman, United Agri Products Companies 63 1998
Richard A. Porter President and Chief Operating Officer,
ConAgra Foodservice Company 51 1998
Richard G. Scalise President and Chief Operating Officer,
ConAgra Dairy Case Companies 45 2000
John S. Simons President and Chief Operating Officer,
ConAgra Beef Companies 39 1999
Larry A. Carter joined the Company in 1994 as the Vice President and Chief
Financial Officer of ConAgra's Trading and Processing Companies. He was named to
his current position in 2000.
Raymond J. De Riggi was President of United Specialty Food Ingredients Cos.
since 1995. He was named to his current position in June 1998.
13
Timothy M. Harris was President of ConAgra Refrigerated Prepared Foods from 1995
to 1997. He was named to his current position in 1997.
Gregory A. Heckman joined the Company in 1984 and was named Vice President and
General Manager of ConAgra Commodity Services in 1995. He was named to his
current position in 1996.
R. Dean Hollis was Vice President, Trade Development ConAgra Frozen Foods from
1995 to 1998 and President of Gilardi Foods from 1998 to March 2000. He was
named to his current position in March 2000.
Blake D. Lovette was named to his current position upon joining the Company in
1998. Prior to joining the Company he owned and operated The Lovette Company, a
transportation and distribution company located in Wilkesboro, North Carolina.
Floyd McKinnerney was named to his current position in 1998. From 1987 to 1998
Mr. McKinnerney served as President and Chief Operating Officer of ConAgra Agri
Products Companies.
Richard A. Porter was President of Lamb Weston, Inc. from 1990 to 1998. He was
named to his current position in June 1998.
Richard G. Scalise joined the Company in 1997 as President of the ASE
Deli/Foodservice Company. He was named to his current position during 2000.
Prior to joining the Company, Mr. Scalise served as President and Chief
Executive Officer of H&M Corporation.
John S. Simons was Vice President, Red Meat Business Development with Excel,
Inc. (owned by Cargill, Inc.) from 1996 to 1999. He was Vice President and
General Manager, Canada for Excel from 1993 to 1996. He was named to his current
position in May 1999.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ConAgra's common stock is listed on the New York Stock Exchange. Ticker symbol:
CAG. At the end of fiscal 2000, 492.2 million shares of common stock were
outstanding, including 15.2 million shares held in the Company's Employee Equity
Fund. There were 34,000 shareholders of record, 31,000 holders via ConAgra's
401(k) plan for employees and more than 160,000 "street-name" beneficial holders
whose shares are held in names other than their own. During fiscal 2000, 297
million shares were traded, a daily average of approximately 1.2 million shares.
Quarterly information is incorporated herein by reference to Note 21 "Quarterly
Results (Unaudited)" on page 55 of the Company's 2000 Annual Report to
Stockholders.
14
ITEM 6. SELECTED FINANCIAL DATA
The following table presents selected consolidated financial data for the
Company for each of the five fiscal years 1996 through 2000. All amounts are in
millions except per share data. Fiscal years 1996 through 1998 have been
restated to give effect to acquisitions accounted for as poolings of interests.
Prior years per share amounts have been adjusted to reflect the two-for-one
stock split which was effective October 1, 1997.
FOR THE FISCAL YEARS ENDED MAY 2000 1999 1998 1997 1996
For the Year
Net sales $ 25,385.8 $ 24,594.3 $ 24,219.5 $ 24,445.2 $ 24,321.3
After-tax income from continuing
operations and before cumulative
effect of changes in accounting 413.0* 358.4** 641.8 637.9 211.8***
Net income 413.0* 358.4** 627.0 637.9 211.8***
Basic income per share
Continuing operations and before
cumulative effect of changes
in accounting $ .87* $ .76** $ 1.38 $ 1.36 $ .43***
Net income $ .87* $ .76** $ 1.35 $ 1.36 $ .43***
Diluted income per share
Continuing operations and before
cumulative effect of changes
in accounting $ .86* $ .75** $ 1.35 $1.34 $ .43***
Net income $ .86* $ .75** $ 1.32 $1.34 $ .43***
Cash dividends declared per
share of common stock $ .7890 $ .6918 $ .6050 $ .5275 $ .4600
At Year End
Total assets $ 12,295.8 $ 12,146.1 $ 11,808.5 $ 11,451.8 $ 11,364.2
Senior long-term
debt (noncurrent) 1,816.8 1,793.1 1,753.5 1,628.5 1,536.3
Subordinated long-term
debt (noncurrent) 750.0 750.0 750.0 750.0 750.0
Preferred securities of
subsidiary company 525.0 525.0 525.0 525.0 525.0
Redeemable preferred stock -- -- -- -- --
* 2000 amounts include restructuring and restructuring-related charges:
before tax, $621.4 million; after tax, $385.3 million. Excluding the
charges, basic earnings per share were $1.68 and diluted earnings per share
were $1.67.
** 1999 amounts include restructuring charges: before tax, $440.8 million;
after tax, $337.9 million. Excluding the charges, basic earnings per share
were $1.48 and diluted earnings per share were $1.46.
*** 1996 amounts include restructuring charges: before tax, $507.8 million;
after tax, $356.3 million. Excluding the charges, basic earnings per share
were $1.19 and diluted earnings per share were $1.17.
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 32 through 39 of the Company's 2000 Annual Report to Stockholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Incorporated herein by reference to the subsection "Market Risk" in
"Management's Discussion & Analysis" on pages 38 and 39 of the Company's 2000
Annual Report to Stockholders.
15
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 40 through 56
of the Company's 2000 Annual Report to Stockholders are incorporated herein by
reference:
Consolidated Statements of Earnings - Years ended May 28, 2000, May
30, 1999 and May 31, 1998
Consolidated Statements of Comprehensive Income - Years ended May 28,
2000, May 30, 1999 and May 31, 1998
Consolidated Balance Sheets - May 28, 2000, and May 30, 1999
Consolidated Statements of Common Stockholders' Equity - Years ended
May 28, 2000, May 30, 1999 and May 31, 1998
Consolidated Statements of Cash Flows - Years ended May 28, 2000, May
30, 1999 and May 31, 1998
Notes to Consolidated Financial Statements
The supplementary data regarding quarterly results of operations set
forth in Note 21 "Quarterly Results (Unaudited)" on page 55 of the
Company's 2000 Annual Report to Stockholders is incorporated herein
by reference.
Independent Auditors' Report
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated herein by reference to "Board of Directors and Election" on pages 3
and 4 of the Company's Proxy Statement for its Annual Meeting of Stockholders to
be held on September 28, 2000. 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 and Retirement Programs" on pages 5 through 9 of the Company's
Proxy Statement, 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 28, 2000.
16
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" on page 2 of the Company's Proxy Statement for its Annual Meeting of
Stockholders to be held on September 28, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference to (i) the last paragraph of "Directors'
Meetings and Compensation" on page 4 of the Company's Proxy Statement, and (ii)
the last paragraph of "Benefit Plans and Retirement Programs" on page 9 of the
Company's Proxy Statement for its Annual Meeting of Stockholders to be held on
September 28, 2000.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 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 18
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.
3. Exhibits
All exhibits as set forth on the Exhibit Index, which is incorporated
herein by reference.
b) Reports on Form 8-K
None.
17
Schedule II
CONAGRA, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
For the Fiscal Years ended May 28, 2000, May 30, 1999 and May 31, 1998
(in millions)
Additions
Balance at ----------------- Deductions Balance at
Beginning Charged from Close of
Description of Period to Income Other Reserves Period
- ----------- ---------- --------- ----- ---------- ----------
Year ended May 28, 2000:
Allowance for doubtful
receivables $ 60.0 44.4 .4(2) 42.0(1) $ 62.8
Year ended May 30, 1999:
Allowance for doubtful
receivables $ 68.2 29.9 .2(2) 38.3(1) $ 60.0
Year ended May 31, 1998:
Allowance for doubtful
receivables $ 67.9 29.1 .4(2) 29.2(1) $ 68.2
(1) Bad debts charged off, less recoveries.
(2) Primarily reserve accounts of acquired businesses less reserve accounts of
divested businesses and foreign currency translation adjustments.
18
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, 2000, and May 30, 1999, and for each of the three
years in the period ended May 28, 2000, and have issued our report thereon dated
July 14, 2000; such financial statements and report are included in your 2000
Annual Report to Stockholders and are incorporated herein by reference. 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 14, 2000
19
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 25th day of August, 2000.
CONAGRA, INC.
/s/ Bruce C. Rohde
-------------------------------------------------
Bruce C. Rohde
Chairman, Chief Executive Officer and President
/s/ James P. O'Donnell
-------------------------------------------------
James P. O'Donnell
Executive Vice President, Chief Financial Officer and
Corporate Secretary (Principal Financial Officer)
/s/ Jay D. Bolding
-------------------------------------------------
Jay D. Bolding
Senior 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, 2000.
/s/ Bruce C. Rohde Director
- --------------------------------
Bruce C. Rohde
Mogens C. Bay* Director
Charles M. Harper* Director
Robert A. Krane* Director
Carl E. Reichardt* Director
Ronald W. Roskens* Director
Marjorie M. Scardino* Director
Walter Scott, Jr.* Director
Kenneth E. Stinson* Director
Clayton K. Yeutter* Director
* Bruce C. Rohde, by signing his name hereto, signs this Annual Report on behalf
of each person indicated. A Power-of-Attorney authorizing Bruce C. Rohde 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/ Bruce C. Rohde
-------------------------------
Bruce C. Rohde
Attorney-In-Fact
20
EXHIBIT INDEX
Number Description Page No.
- ------ ----------- --------
3.1 ConAgra's Certificate of Incorporation, as amended, incorporated
herein by reference to ConAgra's annual report on Form 10-K for
the fiscal year ended May 26, 1996.
3.2 ConAgra's Bylaws, as amended, incorporated herein by reference to
ConAgra's quarterly report on Form 10-Q for the quarter ended
February 28, 1999.
4.1 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.
4.2 Certificate of Adjustment dated October 1, 1997 to Rights
Agreement, incorporated herein by reference to ConAgra's quarterly
report on Form 10-Q for the quarter ended August 24, 1997.
4.3 Amendment to Rights Agreement dated as of July 10, 1998,
incorporated herein by reference to Exhibit 4.3 of ConAgra's
annual report on Form 10-K for the fiscal year ended May 31, 1998.
4.4 Form of documents establishing Series A, Series B and Series C
Preferred Securities of ConAgra Capital, L.L.C., incorporated
herein by reference to Exhibit 4.8 and Exhibit 4.14 of ConAgra's
registration on Form S-3 (033-56973).
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 25, 1997.
10.2 Second Amendment to ConAgra's Long-Term Senior
Management Incentive Plan Operational Document. 25
10.3 Form of Employment Agreement between ConAgra and its executive
officers, incorporated herein by reference to Exhibit 10.3 of
ConAgra's annual report on Form 10-K for the fiscal year ended May
31, 1998.
10.4 ConAgra's Employee Flexible Bonus Payment Plan, incorporated
herein by reference to Exhibit 10.4 of ConAgra's annual report on
Form 10-K for the fiscal year ended May 25, 1997.
21
EXHIBIT INDEX - (Continued)
Number Description Page No.
- ------ ----------- --------
10.5 ConAgra's 1985 Stock Option Plan, with amendments thereto
incorporated herein by reference to Exhibit 10.5 of ConAgra's
annual report on Form 10-K for the fiscal year ended May 25, 1997.
10.6 ConAgra Non-Qualified CRISP Plan, incorporated herein by reference
to Exhibit 10.6 of ConAgra's annual report on Form 10-K for the
fiscal year ended May 30, 1999.
10.7 ConAgra Non-Qualified Pension Plan, and First Amendment thereto,
incorporated herein by reference to Exhibit 10.7 of ConAgra's
annual report on Form 10-K for the fiscal year ended May 30, 1999.
10.8 ConAgra Supplemental Pension and CRISP Plan for Change of Control,
incorporated herein by reference to Exhibit 10.8 of ConAgra's
annual report on Form 10-K for the fiscal year ended May 30, 1999.
10.9 ConAgra Incentives and Deferred Compensation Change of Control
Plan, incorporated herein by reference to Exhibit 10.9 of
ConAgra's annual report on Form 10-K for the fiscal year ended May
30, 1999
10.10 ConAgra 1990 Stock Plan, and amendments thereto. 27
10.11 ConAgra 1995 Stock Plan. 35
10.12 ConAgra Directors' Unfunded Deferred Compensation Plan, with
amendments thereto. 42
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 Exhibit 10.14 of
ConAgra's annual report on Form 10-K for the fiscal year ended May
25, 1997.
22
EXHIBIT INDEX - (Continued)
Number Description Page No.
- ------ ----------- --------
10.14 Employment Contract between ConAgra and Bruce C. Rohde,
incorporated herein by reference to Exhibit 10.1 of ConAgra's
quarterly report on Form 10-Q for the quarter ended February 23,
1997.
10.15 Amendment dated February 16, 1998 to Bruce C. Rohde Employment
Contract, incorporated herein by reference to Exhibit 10.19 of
ConAgra's annual report on Form 10-K for the fiscal year ended May
31, 1998.
10.16 C. M. Harper Deferred Compensation Agreement dated March 15, 1976,
incorporated herein by reference to Exhibit 10.20 of ConAgra's
annual report on Form 10-K for the fiscal year ended May 31, 1998.
10.17 ConAgra Executive Incentive Plan incorporated herein by reference
to Exhibit 10.21 of ConAgra's annual report on Form 10-K for the
fiscal year ended May 30, 1999.
12 Statement regarding computation of ratio of earnings to fixed
charges and ratio of earnings to combined fixed charges and
preferred stock dividends 48
13 Pages 32 through 56 of ConAgra, Inc.'s Annual Report to
Stockholders for the fiscal year ended May 28, 2000, portions of
which are incorporated herein by reference. Those portions of
ConAgra, Inc.'s Annual Report to Stockholders that are not incorporated
herein by reference shall not be deemed to be filed as a part of this Report. 49
21 Subsidiaries of ConAgra 74
23 Consent of Deloitte & Touche LLP 78
24 Powers of Attorney 79
27 Financial Data Schedule
23
EXHIBIT INDEX - (Continued)
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 ConAgra, Inc.'s Annual Report to Stockholders for
its fiscal year ended May 28, 2000 (such portions filed hereto as Exhibit 13)
specifically incorporated by reference in the 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 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.
24