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 18 "Business Segments" on pages 60 and 61 of the Company's 1998 Annual Report to Stockholders are incorporated herein by reference.
c) Narrative Description of Business
The information set forth in the "Business Review" on pages 22 through 34 of the Company's 1998 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 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.
ITEM 1. BUSINESS (CONTINUED)
d) Foreign Operations
The information set forth in the "Business Review" on pages 22 through 34 of the Company's 1998 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.
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.
ITEM 2. PROPERTIES (CONTINUED)
CONAGRA LOCATIONS
GROCERY & DIVERSIFIED PRODUCTS
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. Four broiler growing and processing complexes in Arkansas and Louisiana. 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. Main processing plant and sales office in Tampa, Florida.
MERIDIAN PRODUCTS Headquarters in Santa Fe Springs, California. Seafood trading company.
O'DONNELL-USEN U.S.A. Headquarters and sales office in Tampa, Florida.
CONAGRA GROCERY PRODUCTS COMPANIES Headquarters in Fullerton, California.
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
ITEM 2. PROPERTIES (CONTINUED)
CONAGRA LOCATIONS (CONTINUED)
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.
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.
CONAGRA REFRIGERATED FOODS COMPANIES
CONAGRA REFRIGERATED PREPARED FOODS 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.
COOK FAMILY FOODS, LTD. Headquarters in Lincoln, Nebraska. Three plants in Nebraska, Kentucky and Missouri.
BEATRICE CHEESE COMPANY Headquarters in Waukesha, Wisconsin. 10 facilities located in eight states include natural and processed cheese manufacturing, direct and indirect retail sales, foodservice sales, cheese importing and aerosol.
ITEM 2. PROPERTIES (CONTINUED)
CONAGRA LOCATIONS (CONTINUED)
CONAGRA TRADING & PROCESSING COMPANIES MEAT GROUP Headquarters in Greeley, Colorado
AUSTRALIA MEAT HOLDINGS PTY LTD. Headquarters in Dinmore, Australia. Nine plants and feedlots in Australia.
CONAGRA CATTLE FEEDING COMPANY Headquarters in Greeley, Colorado. Three feedlots in Colorado.
CONAGRA POULTRY COMPANY Headquarters in Duluth, Georgia.
CONAGRA BROILER COMPANY Headquarters in Duluth, Georgia. Six broiler growing and processing divisions in Alabama, Arkansas, Georgia, and Puerto Rico.
PROFESSIONAL FOOD SYSTEMS Headquarters in El Dorado, Arkansas. 17 sales and distribution units in 12 states.
TEXAS SIGNATURE FOODS Headquarters in Lufkin, Texas. Processing, sales and distribution facilities 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.
MONFORT BEEF AND LAMB COMPANY Headquarters in Greeley, Colorado. Ten plants in Colorado, Kansas, Nebraska and Texas.
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.
SWIFT & COMPANY Headquarters in Greeley, Colorado. Three pork processing plants in Iowa, Minnesota and Kentucky. Four further processing plants in Illinois, Indiana, Florida and California.
ITEM 2. PROPERTIES (CONTINUED)
CONAGRA LOCATIONS (CONTINUED)
FOOD INPUTS & INGREDIENTS
CONAGRA AGRI-PRODUCTS COMPANIES Headquarters in Greeley, Colorado.
UNITED AGRI PRODUCTS COMPANIES 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, France, Peru, Hong Kong and Taiwan. Businesses are involved with crop protection products, seed, liquid and dry fertilizer operations and one terminal facility.
CONAGRA TRADING & PROCESSING COMPANIES GRAIN GROUP Headquarters in Omaha, Nebraska.
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.
CONAGRA FLOUR MILLING COMPANY Headquarters in Omaha, Nebraska. 24 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.
CONAGRA GRAIN COMPANIES Headquarters in Minneapolis, Minnesota. ConAgra Grain Companies consists of a North American network of grain merchandising offices and over 90 elevators, river loading facilities, export elevators and barges. Two joint ventures operating export facilities in the United States. D.R. Johnston, an international protein trading company, operates in Australia, Singapore and New Zealand.
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, animal feed and processed meat facilities 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 (operations sold April 1998). A food products distribution joint venture in Mexico doing business as Verde Valle. Two feed plants, a flour mill and dry corn mill 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.
ITEM 2. PROPERTIES (CONTINUED)
CONAGRA LOCATIONS (CONTINUED)
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 in Tennessee and Colorado and distribution centers in Colorado 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. Two grain elevators in Minnesota. Two joint ventures, one specialty processing facility in Minnesota and one oat processing facility in the United Kingdom.
UNITED SPECIALTY FOOD INGREDIENTS COMPANIES Headquarters in Carol Stream, 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 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. A distribution center for food manufacturers 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 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. Flour tortilla processing facilities in Nebraska and Kentucky.
ITEM 3.
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. The material pre-acquisition tax contingencies were resolved in fiscal 1995.
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 47 Superfund, proposed Superfund or state-equivalent sites. Beatrice has paid or is in the process of paying its liability share at 43 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 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; this action was settled pursuant to a Consent Agreement in May 1998 which provides in part for payment of a civil penalty of $203,000 by the subsidiary. In June 1998, a subsidiary of the Company engaged in processing potatoes entered into a Consent Decree with the Environmental Protection Agency in federal district court in Idaho which provided in part for the payment of a civil penalty of $160,000 by the subsidiary for violations of the Clean Air Act. In March 1996, the Environmental Protection Agency filed an action in federal district court in Idaho against the Company as owner and operator of a beef packing plant in Nampa, Idaho seeking civil monetary penalties for alleged violations of the Clean Water Act; the Company is defending this action.
ConAgra is party to a number of other lawsuits and claims arising out of the operation of its businesses. After taking into account liabilities recorded for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on ConAgra's financial condition, results of operations or liquidity.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT AS OF AUGUST 15, 1998
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 Chief Executive Officer and President 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.
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.
OTHER SIGNIFICANT EMPLOYEES OF THE REGISTRANT AS OF AUGUST 15, 1998
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.
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 his current position in March 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.
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 was named to his current position in October 1997.
Richard A. Porter was President of Lamb-Weston, Inc. from 1990 to 1998. He was named to his current position in June 1998.
James T. Smith joined ConAgra as President of ConAgra Frozen Foods in 1993.
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.
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Incorporated herein by reference to "Investor Information" on the inside back cover and Note 19 "Quarterly Results (Unaudited)" on page 62 of the Company's 1998 Annual Report to Stockholders.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference to the information for years 1994 through 1998 on pages 36 and 37 of the Company's 1998 Annual Report to Stockholders.
ITEM 7.
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 44 and "Objectives and Results" on pages 4 and 5 of the Company's 1998 Annual Report to Stockholders.
ITEM 7A.
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 40 and 41 of the Company's 1998 Annual Report to Stockholders.
ITEM 8.
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 45 through 63 of the Company's 1998 Annual Report to Stockholders are incorporated herein by reference:
Independent Auditors' Report
Consolidated Statements of Earnings - Years ended May 31, 1998, May 25, 1997, and May 26, 1996
Consolidated Balance Sheets - May 31, 1998 and May 25, 1997
Consolidated Statements of Common Stockholders' Equity - Years ended May 31, 1998, May 25, 1997 and May 26, 1996
Consolidated Statements of Cash Flows - Years ended May 31, 1998, May 25, 1997 and May 26, 1996
Notes to Consolidated Financial Statements
The supplementary data regarding quarterly results of operations set forth in Note 19 "Quarterly Results (Unaudited)" on page 62 of the Company's 1998 Annual Report to Stockholders is incorporated herein by reference.
ITEM 9.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
ITEM 10.
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 24, 1998. Information concerning all Executive Officers of the Company is included in Part I above.
ITEM 11.
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 24, 1998.
ITEM 12.
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 24, 1998.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference to (i) the last two paragraphs of "Directors' Meetings and Compensation" on page 5 of the Company's Proxy Statement, 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 24, 1998.
ITEM 14.
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
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 1998 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.
SCHEDULE II
CONAGRA, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
For the Fiscal Years ended May 31, 1998, May 25, 1997 and May 26, 1996
(in millions)
(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.
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 31, 1998 and May 25, 1997, and for each of the three years in the period ended May 31, 1998, and have issued our report thereon dated July 10, 1998; such financial statements and report are included in your 1998 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 10, 1998
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 28th day of August, 1998.
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/ Kenneth W. DiFonzo ----------------------------------------- Kenneth W. DiFonzo Senior 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 28th day of August, 1998.
/s/ Bruce C. Rohde - ------------------------- Director Bruce C. Rohde
Mogens C. Bay* Director Philip B. Fletcher* Director Charles M. Harper* Director Robert A. Krane* Director Gerald Rauenhorst* Director Carl E. Reichardt* Director Ronald W. Roskens* Director Marjorie M. Scardino* Director Walter Scott, Jr.* Director Kenneth E. Stinson* Director Jane J. Thompson* Director Frederick B. Wells* 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
EXHIBIT INDEX
EXHIBIT INDEX - (Continued)
EXHIBIT INDEX - (Continued)
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 the ConAgra annual report to stockholders for its fiscal year ended May 31, 1998 (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 10.21 are management contracts or compensatory plans filed as exhibits pursuant to Item 14(c) of Form 10-K.