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 30, 1999 ------------ 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. ----------------------------------------------------- (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 Title of Each Class on 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 July 30, 1999, 492,366,644 common shares were outstanding. The aggregate market value of the voting common stock of ConAgra, Inc. held by non-affiliates on July 30, 1999, was approximately $12.6 billion. Documents incorporated by reference are listed on page 2.
Documents Incorporated by Reference 1. Portions of Registrant's Annual Report to Stockholders for the fiscal year ended May 30, 1999 are incorporated into Part I, Item 1; Part II, Items 5, 6, 7, 7A and 8; and Part IV, Item 14. 2. Portions of the Registrant's definitive Proxy Statement filed for Registrant's 1999 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: 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 are set forth in Note 19 "Business Segments" on pages 57 and 58 of the Company's 1999 Annual Report to Stockholders. c) Narrative Description of Business The information set forth in the "Business Review" on pages 12 through 31 of the Company's 1999 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 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 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 12 through 31 of the Company's 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 PACKAGED FOODS CONAGRA FROZEN PREPARED FOODS Headquarters in Omaha, Nebraska. CONAGRA FROZEN FOODS Headquarters and Corporate sales office 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. GILARDI FOODS Headquarters and sales office in Sidney, Ohio. Three processing plants in Ohio and Oklahoma. PIERCE FOODS Headquarters and sales office in Winchester, Virginia. Main processing plant in Moorefield, West Virginia. CONAGRA SEAFOOD COMPANIES CONAGRA SHRIMP COMPANIES Headquarters in Tampa, Florida. One seafood processing facility in Tampa, 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. CONAGRA GROCERY PRODUCTS COMPANIES Headquarters in Fullerton, California. CONAGRA GROCERY PRODUCTS COMPANY 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 CONAGRA GROCERY PRODUCTS COMPANY GROCERY BRANDS HUNT-WESSON FOODSERVICE COMPANY HUNT-WESSON GROCERY PRODUCTS SALES COMPANY 5
ITEM 2. PROPERTIES (CONTINUED) CONAGRA LOCATIONS 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 FOODS LTD. Headquarters in Manchester, England. Manufacturer of microwave meals and snacks, supplying UK and other European countries. GOODMARK FOODS, INC. Headquarters in Raleigh, South 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. ARROW INDUSTRIES, INC. Headquarters in Carrollton, Texas Food plastics and paper products plants in Texas and Tennessee. A lighter fluid facility in Texas. A plastic bags and wrap plant in Georgia. Charcoal plants in Texas and Arkansas. An aluminum foil products plant in Georgia. CONAGRA FOODSERVICE COMPANY Headquarters in Boise, Idaho LAMB WESTON, INC. Headquarters in Tri-Cities, Washington. 12 plants in Idaho, Oregon, Washington, Minnesota (50-percent owned), the Netherlands (50-percent owned) and 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 tortilla processing facilities in Nebraska and Kentucky. DAIRY CASE Headquarters in Waukesha, Wisconsin BEATRICE CHEESE COMPANY Headquarters in Waukesha, Wisconsin. Eight facilities located in six states include natural and processed cheese manufacturing, direct and indirect retail sales, foodservice sales, cheese importing and aerosol. BEATRICE FOODS Headquarters in Indianapolis, Indiana Three facilities in three states include margarine and egg product manufacturing, direct and indirect retail sales and foodservice sales. 6
ITEM 2. PROPERTIES (CONTINUED) CONAGRA LOCATIONS REFRIGERATED FOODS PROCESSED MEATS COMPANIES Headquarters in Downers Grove, Illinois. ARMOUR SWIFT-ECKRICH Product development in Downers Grove and 26 plants in 17 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. TEXAS SIGNATURE FOODS Headquarters in Lufkin, Texas. Processing, sales and distribution facilities in Texas. 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. 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. 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 seven states. MONFORT FRESH MEATS COMPANY Headquarters in Greeley, Colorado. Four plants in Idaho, Nebraska, and Alabama. 7
ITEM 2. PROPERTIES (CONTINUED) CONAGRA LOCATIONS 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. Two further processing cookplants in West Virginia and Louisiana. PROFESSIONAL FOOD SYSTEMS Headquarters in El Dorado, Arkansas. 16 sales and distribution units in 12 states. SWIFT & COMPANY Headquarters in Greeley, Colorado. Three pork processing plants in Iowa, Minnesota and Kentucky. Three further processing plants in Illinois, Florida and California. AGRICULTURAL PRODUCTS CONAGRA AGRI-PRODUCTS COMPANIES Headquarters in Greeley, Colorado. UNITED AGRI PRODUCTS Headquarters in Greeley, Colorado. Over 500 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. AGRICULTURAL TRADING & PROCESSING COMPANIES Headquarters in Omaha, Nebraska. CONAGRA TRADE GROUP Headquarters in Omaha, Nebraska. AGRICULTURAL DIVISION Headquarters in Omaha, Nebraska. The Agricultural Division consists of a North American network of grain merchandising offices and over 90 elevators, river loading facilities, export elevators and barges. One joint venture operating an export facility in the United States. D.R. Johnston, an international trading company, operates in Australia, Singapore and New Zealand. COMMODITY SERVICES Headquarters in Omaha, Nebraska. Soft Commodities Division and ConAgra Energy Services in Omaha, Nebraska and a protein trading operation in Bremen, Germany. 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. 8
ITEM 2. PROPERTIES (CONTINUED) CONAGRA LOCATIONS CONAGRA FLOUR MILLING COMPANY Headquarters in Omaha, Nebraska. 25 flour mills in 14 states. Eight country elevators in South Dakota. One joint venture flour mill and one joint venture elevator in the U.S. INTERNATIONAL Headquarters in Omaha, Nebraska. Trading operations in four countries doing business as BDR Agriculture Ltd. and J.F. Braun. Wool processing plant in Australia. 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. A food products distribution joint venture in Mexico doing business as Verde Valle. A flour mill, dry corn mill and grain trading in Puerto Rico, doing business as Molinos de Puerto Rico. ITC Agro-Tech is an edible oil processing and grain trading joint venture in India. International fertilizer trading operations headquartered in Savannah, Georgia. Joint venture oilseed processing plant in Argentina, doing business as Pecom Agra. OATS/CORN Headquarters in Omaha, Nebraska. Corn merchandising and processing facilities in Kansas and Bremen, Germany. Two oat processing facilities in Nebraska and Canada. Two grain elevators in Minnesota and Wisconsin. Two joint ventures, one specialty processing facility in Minnesota and one oat processing facility in the United Kingdom. SERGEANT'S PET PRODUCTS COMPANY Headquarters in Omaha, Nebraska. Distribution centers in Tennessee, Colorado and Canada. UNITED SPECIALTY FOOD INGREDIENTS COMPANIES Headquarters in Glendale Heights, Illinois. Two food processing plants and a research and development facility in Kentucky. A dehydrated food ingredients plant and animal feed ingredients plant in Minnesota. A dehydrated food ingredients plant in Wisconsin. A spice plant and research and development facility in Illinois and seasoning plants in Michigan and New Jersey, with supporting research and development facilities. 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 (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 and plants in Nevada and Oregon. 9
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. Beatrice also is 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 44 Superfund, proposed Superfund or state-equivalent sites. Beatrice has paid or is in the process of paying its liability share at 41 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. 10
EXECUTIVE OFFICERS OF THE REGISTRANT AS OF AUGUST 25, 1999 <TABLE> <CAPTION> Year Assumed Name Title & Capacity Age Present Office - ---- ---------------- --- -------------- <S> <C> <C> <C> Bruce C. Rohde President and Chief Executive Officer 50 1997 Jay D. Bolding Vice President and Controller 39 1999 Kenneth W. DiFonzo Senior Vice President, Profit Improvement 47 1999 Kenneth W. Gerhardt Senior Vice President and Chief Information Officer 49 1998 Dwight J. Goslee Senior Vice President, Mergers and Acquisitions 49 1997 Owen C. Johnson Senior Vice President, Human Resources and Administration 53 1998 Thomas L. Manuel President and Chief Operating Officer, ConAgra Trading and Processing Companies 52 1994 Timothy P. McMahon Senior Vice President, Sales and Marketing Development 45 1998 James P. O'Donnell Executive Vice President, Chief Financial Officer and Corporate Secretary 51 1997 James T. Smith President and Chief Operating Officer, ConAgra Frozen Prepared Foods 51 1998 </TABLE> 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 and was named President and Chief Executive Officer in September 1997. 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 was Vice President, Chief Financial Officer and Treasurer of Allen & O'Hara, Inc., a construction and property management company from 1995 to 1997. Prior to that, he spent 14 years with KPMG Peat Marwick, in various positions including senior manager. 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; Senior Director, Information Technology for Pepsi Cola North American from 1994 to 1996; and Senior Director, Corporate Systems for Pizza Hut, Inc. from 1991 to 1994. He joined ConAgra in March 1998. Owen C. Johnson was Senior Vice President, Human Resources, Corporate Communications and Administration of Northern Indiana Power Corporation 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 1998. James T. Smith joined ConAgra as President of ConAgra Frozen Foods in 1993 and was named to his current position in 1998. 11
OTHER SIGNIFICANT EMPLOYEES OF THE REGISTRANT AS OF AUGUST 25, 1999 <TABLE> <CAPTION> Year Assumed Name Title & Capacity Age Present Office - ----- ---------------- ---- --------------- <S> <C> <C> <C> J. Charles Blue President and Chief Operating Officer, ConAgra Agri-Products Companies 60 1998 Raymond J. De Riggi President and Chief Operating Officer, ConAgra Grocery Products Companies 51 1998 Timothy M. Harris President and Chief Operating Officer, ConAgra Refrigerated Prepared Foods 43 1997 Richard A. Porter Chairman, Lamb Weston and President and Chief Operating Officer, ConAgra Foodservice Company 50 1998 John S. Simons President and Chief Operating Officer, ConAgra Beef Companies 38 1999 Kevin W. Tourangeau Senior Vice President, Operational Effectiveness 47 1999 Michael D. Walter Senior Vice President, Commodity Procurement and Customer Risk Management 50 1996 </TABLE> J. Charles Blue was President of United Agri Products Companies since 1991 and was named to his current position in June 1998. Raymond J. De Riggi was President of United Specialty Food Ingredients Cos. since 1995. He was Executive Vice President of Sales for Pet, Inc. from 1992 to 1995. He was named to his current position in June 1998. Timothy M. Harris was President of ConAgra Refrigerated Prepared Foods from 1995 to 1997. He was President of Butterball Turkey Company from 1994 to 1995; Executive Vice President of Business Management for Butterball and Healthy Choice during 1994; and Vice President and General Manager, Prepared Foods Company from 1990 to 1994. He was named to his current position in September 1997. Richard A. Porter was President of Lamb Weston, Inc. from 1990 to 1998. He was named to his current position in June 1998. 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. Prior to that, he held the position of Business Analyst with Cargill, Inc. He was named to his current position in May 1999. Kevin W. Tourangeau founded Randol Management Consultants in 1988, working with major corporations, including ConAgra, to improve operations and profitability. He joined ConAgra in his current position in March 1999. Michael D. Walter joined ConAgra in 1989 as President of ConAgra Specialty Grain Products Company. He was named to his current position in October 1996. 12
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 1999, 488.2 million shares of common stock were outstanding, including 17.2 million shares held in the company's Employee Equity Fund. There were 36,000 shareholders of record, 30,000 holders via ConAgra's 401(k) plan for employees and more than 140,000 "street-name" beneficial holders whose shares are held in names other than their own. During fiscal 1999, 320 million shares were traded, a daily average of about 1.3 million shares. Quarterly information is incorporated herein by reference to Note 20 "Quarterly Results (Unaudited)" on page 59 of the Company's 1999 Annual Report to Stockholders. ITEM 6. SELECTED FINANCIAL DATA The following table presents selected consolidated financial data for the company for each of the five fiscal years 1995 through 1999. All amounts are in millions except per share data. Fiscal years 1995 through 1998 have been restated to give effect to acquisitions accounted for as poolings of interest. Prior years per share amounts have been adjusted to reflect the two-for-one stock split which was effective October 1, 1997. <TABLE> <CAPTION> FOR THE FISCAL YEARS ENDED MAY 1999 1998 1997 1996 1995 <S> <C> <C> <C> <C> <C> For the Year Net sales $ 24,594.3 $ 24,219.5 $ 24,445.2 $ 24,321.3 $ 23,829.8 After-tax income from continuing operations and before cumulative effect of changes in accounting 358.4* 641.8 637.9 211.8** 512.2 Net income 358.4* 627.0 637.9 211.8** 512.2 Basic income per share Continuing operations and before cumulative effect of changes in accounting $ .76* $ 1.38 $1.36 $ .43** $1.04 Net income $ .76* $ 1.35 $1.36 $ .43** $1.04 Diluted income per share Continuing operations and before cumulative effect of changes in accounting $ .75* $ 1.35 $1.34 $ .43** $1.02 Net income $ .75* $ 1.32 $1.34 $ .43** $1.02 Cash dividends declared per share of common stock $ .6918 $ .6050 $ .5275 $ .4600 $.4013 At Year End Total assets $ 12,146.1 $ 11,808.5 $ 11,451.8 $ 11,364.2 $ 10,969.2 Senior long-term debt (noncurrent) 1,793.1 1,753.5 1,628.5 1,536.3 1,801.5 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 -- -- -- -- 354.9 </TABLE> * 1999 amounts include non-recurring charges: before tax, $440.8 million; after tax, $337.9 million. Excluding the charges, basic income per share was $1.48 and diluted income per share was $1.46. ** 1996 amounts include non-recurring charges: before tax, $507.8 million; after tax, $356.3 million. Excluding the charges, basic income per share was $1.19 and diluted income per share was $1.17. 13
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 36 through 42 of the Company's 1999 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 through 40 of the Company's 1999 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 60 of the Company's 1999 Annual Report to Stockholders are incorporated herein by reference: Consolidated Statements of Earnings - Years ended May 30, 1999, May 31, 1998 and May 25, 1997 Consolidated Statements of Comprehensive Income - Years ended May 30, 1999, May 31, 1998 and May 25, 1997 Consolidated Balance Sheets - May 30, 1999 and May 31, 1998 Consolidated Statements of Common Stockholders' Equity - Years ended May 30, 1999, May 31, 1998 and May 25, 1997 Consolidated Statements of Cash Flows - Years ended May 30, 1999, May 31, 1998 and May 25, 1997 Notes to Consolidated Financial Statements The supplementary data regarding quarterly results of operations set forth in Note 20 "Quarterly Results (Unaudited)" on page 59 of the Company's 1999 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 through 4 of the Company's Proxy Statement for its Annual Meeting of Stockholders to be held on September 23, 1999. 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 of the Company's Proxy Statement, 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 23, 1999. 14
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 23, 1999. 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 of the Company's Proxy Statement, and (ii) the last paragraph 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 23, 1999. 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 <TABLE> <CAPTION> Schedule Page Number Description Number ------ ----------- ------- <S> <C> <C> II Valuation and Qualifying Accounts 16 </TABLE> 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 1999 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 13, 1999 reporting a major restructuring and other initiatives (described in the documents incorporated by reference in this 10-K report). 15
Schedule II CONAGRA, INC. AND SUBSIDIARIES Valuation and Qualifying Accounts For the Fiscal Years ended May 30, 1999, May 31, 1998 and May 25, 1997 (in millions) <TABLE> <CAPTION> Additions Balance at ------------------------ Deductions Balance at Beginning Charged from Close of Description of Period to Income Other Reserves Period - ----------- --------- ---------- ----- --------- ---------- <S> <C> <C> <C> <C> <C> 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 Year ended May 25, 1997: Allowance for doubtful receivables $52.6 39.4 .1(2) 24.2(1) $67.9 Valuation reserve related to restructuring $235.8 - - 235.8(3) - </TABLE> (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. (3) Assets written-off to valuation reserve. 16
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 30, 1999 and May 31, 1998, and for each of the three years in the period ended May 30, 1999, and have issued our report thereon dated July 9, 1999; such financial statements and report are included in your 1999 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 9, 1999 17
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, 1999. CONAGRA, INC. /s/ Bruce C. Rohde ------------------------------------------------------ Bruce C. Rohde President and Chief Executive Officer /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 Vice President and 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, 1999. /s/ Bruce C. Rohde - ------------------------------------ Director Bruce C. Rohde Mogens C. Bay* Director Philip B. Fletcher* 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 Thomas R. Williams* 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 18
EXHIBIT INDEX <TABLE> <CAPTION> Number Description Page No. - ------ ----------- -------- <S> <C> <C> 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, 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 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. </TABLE> 19
EXHIBIT INDEX - (Continued) <TABLE> <CAPTION> Number Description Page No. - ------ ----------- -------- <S> <C> <C> 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. 23 10.7 ConAgra Non-Qualified Pension Plan, and First Amendment thereto. 27 10.8 ConAgra Supplemental Pension and CRISP Plan for Change of Control. 35 10.9 ConAgra Incentives and Deferred Compensation Change of Control Plan. 40 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 Third Amendment to the ConAgra Directors' Unfunded Deferred Compensation Plan, incorporated herein by reference to Exhibit 10.14 of ConAgra's annual report on Form 10-K for the fiscal year ended May 31, 1998. 10.15 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. </TABLE> 20
EXHIBIT INDEX - (Continued) <TABLE> <CAPTION> Number Description Page No. - ------- ----------- -------- <S> <C> <C> 10.16 P. B. Fletcher Incentive Agreement dated July 15, 1993, as amended and restated, incorporated herein by reference to Exhibit 10.15 of ConAgra's annual report on Form 10-K for the fiscal year ended May 26, 1996. 10.17 Amendment to the P.B. Fletcher Incentive Agreement dated July 11, 1997, incorporated herein by reference to Exhibit 10.16 of ConAgra's annual report on Form 10-K for the fiscal year ended May 25, 1997. 10.18 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. 10.19 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 10.20 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 10.21 ConAgra Executive Incentive Plan. 44 12 Statement regarding computation of ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock dividends 46 13 Pages 12 through 33 and pages 36 through 60 of ConAgra, Inc.'s Annual Report to Stockholders for the fiscal year ended May 30, 1999, 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. 47 21 Subsidiaries of ConAgra 113 23 Consent of Deloitte & Touche LLP 117 24 Powers of Attorney 118 </TABLE> 21
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 30, 1999 (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 10.21 are management contracts or compensatory plans filed as exhibits pursuant to Item 14(c) of Form 10-K. 22