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 25, 1997
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. ____
At August 1, 1997, 236,448,174 common shares were outstanding. The aggregate
market value of the voting common stock of ConAgra, Inc. held by non-affiliates
on August 1, 1997, was approximately $16,256.2 million.
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 25, 1997 are incorporated into Parts I, II and IV.
2. Portions of the Registrant's definitive Proxy Statement filed for
Registrant's 1997 Annual Meeting of Stockholders are incorporated into
Part III.
2
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:
Grocery & Diversified Products, Refrigerated Foods and Food Inputs &
Ingredients. 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 58 and 59 of the
Company's 1997 Annual Report to Stockholders are incorporated herein by
reference.
c) Narrative Description of Business
The information set forth in the "Business Review" on pages 15 through 33
of the Company's 1997 Annual Report to Stockholders is incorporated herein
by reference.
The following comments pertain to the Company as a whole.
ConAgra is a diversified food company that 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.
3
ITEM 1. BUSINESS (Continued)
d) Foreign Operations
The information set forth in the "Business Review" on pages 15 through 33
of the Company's 1997 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.
4
ITEM 2. PROPERTIES (Continued)
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 (SOLD JULY, 1997)
Headquarters in Grand Island, Nebraska.
114 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, Georgia and Florida.
CONAGRA DIVERSIFIED PRODUCTS COMPANIES
Headquarters in Eden Prairie, Minnesota.
CONAGRA FOODS LTD.
Headquarters in Manchester, England.
Manufacturer of microwave meals and snacks, supplying UK and other European
countries.
CONAGRA SHRIMP COMPANIES/SINGLETON SEAFOOD COMPANY
Headquarters in Tampa, Florida.
Main processing plant and sales office in Tampa, Florida.
O'DONNELL-USEN U.S.A.
Headquarters in Tampa, Florida.
Sales office in Tampa, Florida.
MERIDIAN SEAFOOD PRODUCTS
Headquarters in Santa Fe Springs, California.
Seafood trading company.
MERIDIAN PROCESSING COMPANY
Headquarters in Los Angeles, California.
Processing plant and sales office in Los Angeles, California.
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.
5
ITEM 2. PROPERTIES (Continued)
CONAGRA LOCATIONS (Continued)
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, Nebraska.
HUNT-WESSON, INC.
Headquarters in Fullerton, California.
Product development facility in Fullerton. 21 manufacturing plants, 12
distribution and customer service centers and over 40 grocery and
foodservice sales offices serving the U.S. and Canada:
CONAGRA GROCERY PRODUCTS COMPANIES INTERNATIONAL
HUNT FOODS COMPANY
HUNT-WESSON FOODSERVICE COMPANY
HUNT-WESSON GROCERY PRODUCTS SALES COMPANY
ORVILLE REDENBACHER/SWISS MISS FOODS COMPANY
WESSON/PETER PAN FOODS COMPANY
GOLDEN VALLEY MICROWAVE FOODS
Headquarters in Edina, Minnesota.
Five 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.
CONAGRA REFRIGERATED FOODS COMPANIES
Headquarters in Geneva, Illinois.
ARMOUR SWIFT-ECKRICH
Headquarters in Downers Grove, Illinois.
Product development in Downers Grove and 25 plants in 17 states, processed
meat plant in 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.
6
ITEM 2. PROPERTIES (Continued)
CONAGRA LOCATIONS (Continued)
AUSTRALIA MEAT HOLDINGS PTY LTD.
Headquarters in Dinmore, Australia.
Nine plants and feedlots in Australia.
BEATRICE CHEESE COMPANY
Headquarters in Waukesha, Wisconsin.
11 facilities located in eight states include natural and processed cheese
manufacturing, direct and indirect retail sales, foodservice sales, cheese
importing and aerosol.
CONAGRA CATTLE FEEDING COMPANY
Headquarters in Greeley, Colorado.
Three feedlots in Colorado.
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.
18 sales and distribution units in 12 states.
TEXAS SIGNATURE FOODS
Headquarters in Lufkin, Texas.
Processing, sales and distribution facilities in Texas.
CONAGRA REFRIGERATED FOODS FOODSERVICE
Headquarters in Geneva, Illinois.
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.
7
ITEM 2. PROPERTIES (Continued)
CONAGRA LOCATIONS (Continued)
MONFORT BEEF AND LAMB COMPANY
Headquarters in Greeley, Colorado.
Ten 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.
Eight sales and distribution branches in seven states.
SWIFT & COMPANY
Headquarters in Greeley, Colorado.
Three pork processing plants in Iowa, Minnesota and Kentucky. Three
further processing plants in Indiana, Florida and California.
CONAGRA TRADING & PROCESSING COMPANIES
Headquarters in Omaha, Nebraska.
CONAGRA COMMODITY MANAGEMENT COMPANY
Headquarters in Omaha, Nebraska.
ConAgra Feed Company has feed mills in three states. D.R. Johnston, an
international protein trading company, operates in Australia and New
Zealand.
CONAGRA COMMODITY SERVICES
Headquarters in Omaha, Nebraska.
Feed Ingredient Merchandising and ConAgra Energy Services in Omaha,
Nebraska and a protein trading operation in Bremen, Germany.
CASA DE ORO
Headquarters in Omaha, Nebraska.
One flour tortilla processing plant in Omaha, Nebraska.
CONAGRA FLOUR MILLING COMPANY
Headquarters in Omaha, Nebraska.
24 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. Two joint venture flour mills and
one joint venture elevator in the U.S.
CONAGRA GRAIN COMPANIES
Headquarters in Minneapolis, Minnesota.
ConAgra Grain Companies consist of a North American network of grain
merchandising offices and over 80 elevators, river loading facilities,
export elevators and barges.
8
ITEM 2. PROPERTIES (Continued)
CONAGRA LOCATIONS (Continued)
INTERNATIONAL
Headquarters in Omaha, Nebraska.
Trading operations in four countries doing business as BDR Agriculture
Ltd., ConAgra International S.A., J.F. Braun and Camerican. Wool
processing plant in Australia. Poultry and animal feed plants in Portugal
and feed plants in Spain. Six malt joint ventures with barley malting
facilities in the United States, Canada, Australia, the United Kingdom,
Uruguay, Argentina, Denmark and China. Four mushroom farms in Canada,
doing business as Leaver Mushroom. A food products distribution joint
venture in Mexico. Two feed plants, a flour mill and dry corn mill in
Puerto Rico, doing business as Molinos de Puerto Rico.
INTERNATIONAL TRADING
International fertilizer trading operations headquartered in Savannah,
Georgia. Joint venture oilseed processing plant in Argentina, doing
business as Pecom Agra.
KBC TRADING AND PROCESSING 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.
SERGEANT'S PET PRODUCTS COMPANY
Headquarters in Omaha, Nebraska.
Manufacturing operations and distribution centers in Virginia and Canada.
OATS/CORN
Headquarters in Omaha, Nebraska.
Corn merchandising and processing facilities in Kansas and Bremen, Germany.
Two oat processing facilities in Nebraska and Canada.
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 eggs, Mexican food products,
and food oils business headquartered in Texas. Two garlic and onion
dehydration and processing facilities with a supporting research and
development facility in California. Two onion dehydration plants in
Nevada and Texas. Food plastics and paper products plants in Texas and
Tennessee. A lighter fluid facility in Texas. A plastic packaging plant
in Texas. A plastic bags and wrap plant in Georgia. Charcoal plants in
Texas and Arkansas. An aluminum foil products plant in Georgia. Seven
charcoal kilns located in Oklahoma, Louisiana and Arkansas.
9
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 non-current liabilities by $135.0 million, with a resulting reduction of
goodwill associated with the Beatrice acquisition of $365.0 million. Various
state tax returns of Beatrice 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 40 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.
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. In March 1997, the Environmental Protection
Agency filed an action in federal district court in Colorado against a
subsidiary of the Company which operates a pesticide formulation facility in
Greeley, Colorado seeking civil monetary penalties for violation of the Resource
Conservation and Recovery Act. The Company is defending both actions.
In March 1997, the Company agreed to pay $8.3 million to settle charges
against its Peavey Company unit in federal district court in Indiana. The
charges related to mishandling of grain at twelve grain elevators in the
southeast region over a four-year period ending in 1992. The criminal plea
agreement included one felony and three misdemeanors. The Company also entered
into a compliance agreement with the United States Department of Agriculture
which required the implementation of further control systems at grain
elevators.
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.
10
EXECUTIVE OFFICERS OF THE REGISTRANT AS OF AUGUST 15, 1997
Year Assumed
Name Title & Capacity Age Present Office
- ---- ---------------- --- -------------
Philip B. Fletcher Chairman and Chief Executive Officer 64 1993
Bruce C. Rohde Vice Chairman and President 48 1996
Kenneth W. DiFonzo Vice President and Controller 45 1994
Dwight J. Goslee Senior Vice President, Business Systems and
Development and Chief Information Officer 47 1995
David J. Gustin President and Chief Operating Officer,
ConAgra Grocery Products Companies 46 1996
Leroy O. Lochmann President and Chief Operating Officer, ConAgra
Refrigerated Foods Companies 62 1995
Thomas L. Manuel President and Chief Operating Officer, ConAgra
Trading and Processing Companies 50 1994
Floyd McKinnerney President and Chief Operating Officer, ConAgra
Agri-Products Companies 60 1987
James P. O'Donnell Senior Vice President and Chief Financial
Officer 49 1995
Gerald B. Vernon Senior Vice President, Human Resources 56 1990
David R. Willensky Senior Vice President, Corporate Planning and
Development 46 1994
The foregoing have held management 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. 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. 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. 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.
11
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Incorporated herein by reference to "Investor Information" on page 62 and
Note 16 "Quarterly Results (Unaudited)" on page 60 of the Company's 1997 Annual
Report to Stockholders.
ConAgra issued 67,869 shares of its common stock as partial
consideration for the acquisition of certain assets of Layne & Myers Grain
Company, Inc. on May 1, 1997. The common stock was issued to the selling
corporation in reliance on the exemption from registration provided by
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference to the information for years 1993 through
1997 on pages 36 and 37 of the Company's 1997 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 38 through 42 and "Objectives and Results" on pages 4 and 5 of the
Company's 1997 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 43 through 61
of the Company's 1997 Annual Report to Stockholders are incorporated herein by
reference:
Independent Auditors' Report
Consolidated Statements of Earnings - Years ended May 25, 1997, May 26,
1996 and May 28, 1995
Consolidated Balance Sheets - May 25, 1997 and May 26, 1996
Consolidated Statements of Common Stockholders' Equity - Years ended May
25, 1997, May 26, 1996 and May 28, 1995
Consolidated Statements of Cash Flows - Years ended May 25, 1997, May 26,
1996 and May 28, 1995
Notes to Consolidated Financial Statements
The supplementary data regarding quarterly results of operations set forth
in Note 16 "Quarterly Results (Unaudited)" on page 60 of the Company's 1997
Annual Report to Stockholders is incorporated herein by reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
12
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 25, 1997 and "Section 16(a)
Beneficial Ownership Reporting Compliance" on page 15 of said Proxy
Statement. 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 6 through 10, 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 25, 1997.
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 25, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference to (i) the last three paragraphs of
"Directors' Meetings and Compensation" on page 5, and (ii) the last two
paragraphs of "Benefit Plans Retirement Programs" on page 10 of the Company's
Proxy Statement for its Annual Meeting of Stockholders to be held on
September 25, 1997.
13
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 1997 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
There were no reports on Form 8-K filed during the last quarter of the
period covered by this report.
14
Schedule II
CONAGRA, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
52 weeks ended May 25, 1997, May 26, 1996 and May 28, 1995
(in millions)
Additions
-------------------
Balance at Deductions Balance at
Beginning Charged from Close of
Description of Period to Income Other Reserves Period
- ----------- --------- --------- --------- ----------- ---------
Year ended May 25, 1997:
Allowance for doubtful
receivables $ 52.1 39.2 - 24.1(1) $ 67.2
Valulation reserve
related to
restructuring $235.8 - - 235.8(3) -
Year ended May 26, 1996:
Allowance for doubtful
receivables $ 63.9 34.6 .8(2) 47.2(1) $ 52.1
Valulation reserve
related to
restructuring - 235.8 - - $235.8
Year ended May 28, 1995:
Allowance for doubtful
receivables $ 55.9 27.2 .6(2) 19.8(1) $ 63.9
(1) Bad debts charged off, less recoveries.
(2) Beginning balances of reserve accounts of acquired businesses.
(3) Assets written-off to valuation reserve.
15
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 25, 1997 and May 26, 1996, and for each of the three
years (fifty-two weeks) in the period ended May 25, 1997, and have issued our
report thereon dated July 11, 1997, which report includes an explanatory
paragraph relating to the adoption of Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 121 ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF;
such financial statements and report are included in your 1997 Annual Report
to Stockholders and 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, present fairly in all material respects the
information set forth therein.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
July 11, 1997
16
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 22nd day of August,
1997.
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 22nd day of August, 1997.
/s/ Philip B. Fletcher
- ----------------------------- Director
Philip B. Fletcher
Mogens C. Bay* Director
Charles M. Harper* Director
Robert A. Krane* Director
Gerald Rauenhorst* Director
Carl E. Reichardt* Director
Bruce C. Rohde* Director
Ronald W. Roskens* Director
Marjorie M. Scardino* Director
Walter Scott, Jr.* Director
Kenneth E. Stinson* 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 person 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
17
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 current report
on Form 8-K dated May 14, 1996.
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 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 . . . . . . . . . . . . . . . . . . . . . . . .
10.2 Second Amendment to ConAgra's Long-Term Senior
Management Incentive Plan Operational Document,
incorporated herein by reference to Exhibit 10.2
of 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, Rohde, DiFonzo,
Goslee, Lochmann, Manuel, McKinnerney, O'Donnell,
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, Exhibit 10.1 of ConAgra's
quarterly report on Form 10-Q for the quarter
ended November 27, 1994, and Exhibit 10.1 of
ConAgra's quarterly report on Form 10-Q for the
quarter ended February 23, 1997.
10.4 ConAgra's Employee Flexible Bonus Payment Plan . . . . . . . . . .
10.5 ConAgra's 1985 Stock Option Plan, with
amendments thereto . . . . . . . . . . . . . . . . . . . . . . .
18
EXHIBIT INDEX - (Continued)
Number Description Page No.
- ------ ----------- --------
10.6 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.
10.7 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.
10.8 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.
10.9 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.
10.10 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.
10.11 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.
10.12 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.
10.13 Second Amendment to the ConAgra Directors' Unfunded
Deferred Compensation Plan, incorporated herein
by reference to Exhibit 10.2 of ConAgra's
quarterly report on Form 10-Q for the quarter
ended February 23, 1997.
10.14 ConAgra Employee Equity Fund Trust Agreement,
with Stock Purchase Agreement and Revolving
Promissory Note executed in connection therewith . . . . . . . . . . .
19
EXHIBIT INDEX - (Continued)
Number Description Page No.
- ------ ----------- --------
10.15 P. B. Fletcher Incentive Agreement dated July 15,
1993, as amended and restated, incorporated
herein by reference to ConAgra's annual report on
Form 10-K for the fiscal year ended May 26, 1996.
10.16 Amendment to the P.B. Fletcher Incentive Agreement
dated July 11, 1997 . . . . . . . . . . . . . . . . . . . . . . . . .
10.17 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.
10.18 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.
10.19 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 . . . . . . . .
12 Statement regarding computation of ratio of
earnings to fixed charges and ratio of earnings
to combined fixed charges and preferred stock
dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13 ConAgra's Annual Report to Stockholders for its
fiscal year ended May 25, 1997. . . . . . . . . . . . . . . . . . .
21 Subsidiaries of ConAgra . . . . . . . . . . . . . . . . . . . . . .
23 Consent of Deloitte & Touche LLP. . . . . . . . . . . . . . . . . .
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 25, 1997 (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 10.19 are management contracts or compensatory plans filed as
exhibits pursuant to Item 14(c) of Form 10-K.
20