UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

 

Commission File No. 1-7275

 

 

CONAGRA FOODS, INC.

(Exact name of registrant, as specified in its charter)

 

 

Registrant’s telephone number, including area code (402) 595-4000

 

Securities registered pursuant to section 12(b) of the Act:

 

 

 

Securities registered pursuant to section 12(g) of the Act: None

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý  No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý No o

 

The aggregate market value of the voting common stock of ConAgra Foods, Inc. held by non-affiliates on November 23, 2003 was approximately $12.93 billion based upon the closing sale price on the New York Stock Exchange.

 

At July 26, 2004, 518,176,351 common shares were outstanding.

 

Documents incorporated by reference are listed on page 1.

 

 

Documents Incorporated by Reference

 

Portions of the Registrant’s Annual Report to Stockholders for the fiscal year ended May 30, 2004 (the “2004 Annual Report to Stockholders”) are incorporated into Part I, Item 1; Part II, Items 5, 6, 7, 7A and 8; and Part IV, Item 15.

 

Portions of the Registrant’s definitive Proxy Statement filed for Registrant’s 2004 Annual Meeting of Stockholders (the “2004 Proxy Statement”) are incorporated into Part III, Items 10, 11, 12, 13 and 14.

 

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PART I

 

ITEM 1.  BUSINESS

 

 

a) General Development of Business

 

ConAgra Foods, Inc. (“ConAgra Foods” or the “company”) is a leading packaged food company serving a wide variety of food customers.  Over time, the company, which was first incorporated in 1919, has grown through acquisitions, operations and internal brand and product development.  The company’s more significant acquisitions have included Beatrice Company in 1990, Golden Valley Microwave Foods in 1992 and International Home Foods in 2001.  In recent years, ConAgra Foods has been pursuing an acquisition and divestiture strategy to shift its focus toward its core branded and value-added food products.

 

Over the past few years, the company has strategically repositioned its portfolio to focus on higher-margin, branded and value added businesses because that mix is expected to better serve consumers, customers, and shareholders over the long run.  Executing that strategy has involved acquiring branded operations and divesting commodity-related businesses.  The acquisitions included the fiscal 2001 purchase of International Home Foods and its Chef Boyardee, Gulden’s, Libby’s, PAM, and Louis Kemp brands.  These divestitures included the company’s chicken business, its U.S. and Canadian crop inputs businesses (“UAP North America”), a Spanish feed business, a controlling interest in its fresh beef and pork business (“fresh beef and pork divestiture”), its canned seafood operations, and its processed cheese operations.  Subsequent to fiscal year end 2004, the company disposed of its Portuguese poultry business.  The company is actively marketing the remaining international portion of its crop inputs business (“UAP International”) and plans to dispose of this operation during fiscal 2005.

 

b) Financial Information about Reporting Segments

 

For fiscal 2004, the company’s operations are classified into three reporting segments: Retail Products, Foodservice Products and Food Ingredients.  The company historically aggregated its retail and foodservice operations within a Packaged Foods reporting segment.  As a result of the strategic portfolio changes discussed above and management realignments in fiscal 2004, the company now reports its retail and foodservice operations as two separate reporting segments: Retail Products and Foodservice Products.  For fiscal 2003 and 2002, the company’s operations also include a Meat Processing reporting segment which reflects results associated with the company’s fresh beef and pork operations prior to the company selling a controlling interest in the operations during fiscal 2003.  The contributions of each reporting segment to net sales and operating profit, and the identifiable assets attributable to each reporting segment are set forth in note 19 “Business Segments and Related Information” on pages 88 through 90 of the company’s 2004 Annual Report to Stockholders and are incorporated herein by reference.

 

c) Narrative Description of Business

 

The company competes throughout the food industry and focuses on adding value for customers who sell into the retail food, foodservice and ingredients channels.

 

ConAgra Foods reporting segments are described below.  The ConAgra Foods companies and locations, including distribution facilities, within each reporting segment, are described in Item 2.

 

Retail Products

 

The Retail Products reporting segment includes branded foods in the shelf-stable, frozen and refrigerated temperature classes which are sold in various retail channels.

 

Shelf-stable products include tomato products, cooking oils, popcorn, soup, puddings, meat snacks, canned beans, canned pasta, canned chili, cocoa mixes and peanut butter for retail and deli customers.  Shelf-stable major brands include Hunt’s, Healthy Choice, Chef Boyardee, Wesson, Orville Redenbacher’s, PAM, Slim Jim, ACT II,

 

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Peter Pan, Van Camp’s, Gulden’s, Beanee Weenee, Manwich, Hunt’s Snack Pack, Swiss Miss, Knott’s Berry Farm, La Choy, Gebhardt, DAVID, Wolf Brand, Pemmican, Penrose and Andy Capp’s.

 

Frozen food products include dinners, pizzas, turkeys, entrees, snacks, desserts, ice cream, potato products, hand-held dough-based products and seafood for retail and deli customers.  Frozen food major brands include Healthy Choice, Golden Cuisine, Banquet, Marie Callender’s, Butterball, Kid Cuisine, MaMa Rosa’s, Rosarita, Morton, Patio, La Choy, Artel and Wolfgang Puck.

 

Refrigerated food products include hot dogs, bacon, ham, sausages, cold cuts, turkey products, ethnic foods, kosher products, meat alternative products (e.g., soy-based hot dogs and patties), tablespreads, egg alternatives and dessert toppings for retail and deli customers.  Refrigerated food major brands include Armour, Butterball, Cook’s, Decker, Eckrich, Healthy Choice, Louis Kemp, Ready Crisp, Hebrew National, Brown ‘N Serve, Lightlife, National Deli, Parkay, Blue Bonnet, Fleischmann’s, Egg Beaters and Reddi-wip.

 

Foodservice Products

 

The Foodservice Products reporting segment includes branded and customized food products, including meals, entrees, prepared potatoes, meats, seafood, sauces, and a variety of custom-manufactured culinary products packaged for sale to restaurants and other foodservice establishments.

 

Major brands include Armour, Butterball, County Line, Cook’s, Decker, Longmont, Eckrich, Margherita, Texas BBQ, Signature, Hebrew National, Parkay, Blue Bonnet, Fleischmann’s, Egg Beaters, Reddi-wip, Angela Mia, Hunt’s, Healthy Choice, Chef Boyardee, Banquet, Gilardi’s, Lamb Weston, Holly Ridge, Fernando’s, Rosarita, The Max, Singleton, Wesson, PAM, Peter Pan, Van Camp’s, Gulden’s, J. Hungerford Smith, Manwich, Hunt’s Snack Pack, Swiss Miss, Knott’s Berry Farm, La Choy, Gebhardt and Wolf Brand.

 

Food Ingredients

 

The Food Ingredients segment includes certain branded and commodity food ingredients, including milled grain ingredients, seasonings, blends and flavorings, which are sold to food processors, as well as certain commodity sourcing and merchandising operations.

 

Unconsolidated Equity Investments

 

The company has a number of unconsolidated equity investments.  The more significant equity investments are involved in fresh beef and pork processing, barley malting, and potato production.  The company’s fresh beef and pork joint equity investment was established in fiscal 2003 when the company sold a controlling interest in its fresh beef and pork operations.

 

Discontinued Operations

 

During fiscal 2004, the company completed the divestitures of its chicken business, its U.S. and Canadian crop inputs businesses and its Spanish feed business.  Subsequent to fiscal year end 2004, the company disposed of its Portuguese poultry business.  The company is actively marketing UAP International and plans to dispose of these operations during fiscal 2005.  Accordingly, the company now reflects the results of operations for each of these businesses as discontinued operations for all periods presented.

 

General

 

The following comments pertain to each of the company’s reporting segments.

 

ConAgra Foods is a food company that operates in many different areas of the food industry, with a significant focus on the sale of branded and value-added consumer products.  ConAgra Foods uses many different raw materials, the bulk of which are commodities.  The prices paid for raw materials used in the products of ConAgra Foods generally reflect factors such as weather, commodity market fluctuations, currency fluctuations and the effects of governmental

 

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agricultural programs.  Although the prices of raw materials can be expected to fluctuate as a result of these factors, the company believes such raw materials to be in adequate supply and generally available from numerous sources. The company uses hedging techniques to minimize the impact of price fluctuations in its principal raw materials.  However, it does not fully hedge against changes in commodity prices and these strategies may not fully protect the company or its subsidiaries from increases in specific raw material costs.

 

The company experiences intense competition for sales of its principal products in its major markets.  The company’s products compete with widely advertised, well-known, branded products, as well as private label and customized products.  The company has major competitors in each of its reporting segments.

 

Quality control processes at principal manufacturing locations emphasize applied research and technical services directed at product improvement and quality control.  In addition, the company conducts research activities related to the development of new products.

 

Many of ConAgra Foods’ 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.

 

At May 30, 2004, ConAgra Foods and its subsidiaries had approximately 39,000 employees, primarily in the United States.

 

d) Foreign Operations

 

Foreign operations information is set forth in note 19 “Business Segments and Related Information” on pages 88 through 90 of the company’s 2004 Annual Report to Stockholders and is incorporated herein by reference.

 

e) Available Information

 

The company makes available, free of charge through its Internet website at http://www.conagrafoods.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission.

 

Risk Factors

 

The following factors could affect the company’s operating results and should be considered in evaluating the company.

 

The company must identify changing consumer preferences and develop and offer food products to meet their preferences.

 

Consumer preferences evolve over time and the success of the company’s food products depends on the company’s ability to identify the tastes and dietary habits of consumers and to offer products that appeal to their preferences.  The company introduces new products and improved products in all of its business segments from time to time and incurs significant development and marketing costs.  If the company’s products fail to meet consumer preference, then the company’s strategy to grow sales and profits with new products will be less successful.

 

If the company does not achieve the appropriate cost structure in the highly competitive food industry, its profitability could decrease.

 

The company’s success depends in part on its ability to achieve the appropriate cost structure and be efficient

 

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in the highly competitive food industry.  The company is currently implementing profit-enhancing initiatives that impact its marketing, sales, operations and information systems functions.  These initiatives include: elimination of duplicative costs and overhead; consolidation of selected plants and support functions; efforts to streamline and improve the company’s ability to do business with its customers, distributors and brokers; and realignment of business organizations.  If the company does not continue to manage costs and achieve additional efficiencies, its competitiveness and its profitability could decrease.

 

Increased competition may result in reduced sales for the company.

 

The food industry is highly competitive, and increased competition can reduce sales for the company.

 

The consolidation of the company’s retail customers has resulted in large sophisticated customers with increased buying power.

 

The company’s retail customers, such as supermarkets and warehouse clubs, have consolidated in recent years and consolidation is expected to continue.  These consolidations have produced large, sophisticated customers with increased buying power who are more capable of resisting price increases and operating with reduced inventories.  These customers may also in the future use more of their shelf space, currently used for company products, for their private label products.  If the larger size of these customers results in additional negotiating strength or less shelf space for company products, the company’s profitability could decline.

 

The company may be subject to product liability claims and product recalls, which could negatively impact its profitability.

 

The company sells food products for human consumption, which involves risks such as product contamination or spoilage, product tampering and other adulteration of food products.  The company may be subject to liability if the consumption of any of its products causes injury, illness or death.  In addition, the company will voluntarily recall products in the event of contamination or damage.  In the past, the company has issued recalls and has from time to time been involved in lawsuits relating to its food products.  A significant product liability judgment or a widespread product recall may negatively impact the company’s profitability for a period of time depending on product availability, competitive reaction and consumer attitudes.  Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that company products caused illness or injury could adversely affect the company’s reputation with existing and potential customers and its corporate and brand image.

 

Commodity price increases will increase operating costs and may reduce profits.

 

The company uses many different commodities including wheat, corn, oats, soybeans, beef, pork, poultry and energy.  Commodities are subject to price volatility caused by commodity market fluctuations, supply and demand, currency fluctuations, and changes in governmental agricultural programs.  Commodity price increases will result in increases in raw material costs and operating costs.  The company may not be able to increase its product prices to offset these increased costs; and increasing prices may result in reduced sales volume and profitability.  The company has many years’ experience in hedging against commodity price increases; however, hedging practices reduce but do not eliminate the risk of increased operating costs from commodity price increases.  For example, higher commodity prices in fiscal 2004, which were not fully offset by higher selling prices, negatively affected the company’s operating profit.

 

If the company fails to comply with the many laws applicable to its business, it may incur significant fines and penalties.

 

The company’s facilities and products are subject to many 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 processing, packaging, storage, distribution, advertising, labeling, quality, and safety of food products.  The company’s failure to comply with applicable laws and regulations could subject it to administrative penalties and injunctive relief, civil remedies, including fines, injunctions and recalls of its products.  The company’s operations are also subject to extensive and increasingly stringent regulations administered by the Environmental Protection Agency, which pertain to the discharge of materials into the environment and the handling and

 

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disposition of wastes.  Failure to comply with these regulations can have serious consequences, including civil and administrative penalties and negative publicity.

 

ITEM 2.  PROPERTIES

 

The company’s headquarters are located in Omaha, Nebraska.  In addition, certain shared service centers are located in Omaha, Nebraska, including a product development facility, customer service center, financial service center and information technology center.  The general offices and location of principal operations are set forth in the following list of ConAgra Foods’ locations.

 

The company maintains a number of stand-alone distribution facilities.  In addition, there is warehouse space available at substantially all of its manufacturing facilities.

 

Utilization of manufacturing capacity varies by manufacturing plant based upon the type of products assigned and the level of demand for those products.  In general, ConAgra Foods operates most of its manufacturing facilities in excess of 70% of available capacity, as measured by standard industry utilization calculation practices. These practices range from a base of 40 hours per week to 120 hours per week depending upon the nature of the manufacturing location.

 

The company owns most of the manufacturing facilities.  However, a limited number of plants and parcels of land with the related manufacturing equipment are leased.  Substantially all of ConAgra Foods’ transportation equipment and forward-positioned distribution centers containing finished goods are leased.

 

RETAIL PRODUCTS REPORTING SEGMENT

 

Domestic general offices in Omaha, Nebraska, Lincoln, Nebraska, Irvine, California, Lakeville, Minnesota, Edina, Minnesota, Downers Grove, Illinois and Jericho, New York.  International general offices in Toronto, Canada, Mexico City, Mexico and San Juan, Puerto Rico.

 

Sixty-one manufacturing facilities in Arkansas, Ohio, Iowa, Missouri, Pennsylvania, Tennessee, Wisconsin, California, Georgia, Illinois, North Carolina, Minnesota, New Jersey, Indiana, Michigan, Nebraska, Maryland, Massachusetts and Kentucky.  Five international manufacturing facilities in Canada, Mexico and the United Kingdom.

 

FOODSERVICE PRODUCTS REPORTING SEGMENT

 

General offices in Omaha, Nebraska, Eagle, Idaho, Tri-Cities, Washington, Tampa, Florida and Santa Fe Springs, California.

 

Twenty-six domestic manufacturing facilities in Idaho, Oregon, Washington, North Carolina, Minnesota (50% owned), Illinois, Indiana, California, Alabama, Texas, Colorado, Tennessee and Florida.  Three international manufacturing facilities in The Netherlands (50% owned).

 

FOOD INGREDIENTS REPORTING SEGMENT

 

Domestic general, marketing and merchandising offices in Omaha, Nebraska and Savannah, Georgia.  International general and marketing offices in Canada, Mexico, Italy, China, Brazil, United Kingdom, Switzerland and Australia.

 

Domestic production facilities in Illinois, Oklahoma, California, Ohio, Colorado, Alabama, Nebraska, Minnesota, Pennsylvania, South Dakota, Georgia, Texas, Florida, New Jersey, Utah, New Mexico, Nevada, Oregon and Iowa.  International production facility in Chile.

 

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ITEM 3.  LEGAL PROCEEDINGS

 

In fiscal 1991, ConAgra Foods 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 the company reflect significant liabilities associated with the estimated resolution of these contingencies. These include various litigation and environmental proceedings related to businesses divested by Beatrice prior to its acquisition by the company. The environmental proceedings include litigation and administrative proceedings involving Beatrice’s status as a potentially responsible party at 39 Superfund, proposed Superfund or state-equivalent sites; these sites involve locations previously owned or operated by predecessors of Beatrice that used or produced petroleum, pesticides, fertilizers, dyes, inks, solvents, PCBs, acids, lead, sulfur, tannery wastes, and / or other contaminants. Beatrice has paid or is in the process of paying its liability share at 34 of these sites. 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. The reserves for Beatrice environmental matters totaled $115.2 million as of May 30, 2004, and $121.2 million as of May 25, 2003, a majority of which relates to the Superfund and state equivalent sites referenced above. Expenditures for these matters are expected to occur over a period of 5 to 20 years.

 

On June 22, 2001, the company filed an amended annual report on Form 10-K for the fiscal year ended May 28, 2000. The filing included restated financial information for fiscal years 1997, 1998, 1999 and 2000. The restatement, due to accounting and conduct matters at United Agri Products, Inc. (“UAP”), a former subsidiary, was based upon an investigation undertaken by the company and the Audit Committee of its Board of Directors. The restatement was principally related to revenue recognition for deferred delivery sales and vendor rebates, advance vendor rebates, and bad debt reserves. The Securities and Exchange Commission (“SEC”) issued a formal order of nonpublic investigation dated September 28, 2001. The company is cooperating with the SEC investigation, which relates to the UAP matters described above, as well as other aspects of the company’s financial statements, including the level and application of certain of the company’s reserves.

 

The company is currently conducting discussions with the SEC Staff regarding a possible settlement of these matters.  Based on discussions to date, the company established a $25 million reserve in fiscal 2004 in connection with matters related to this investigation.  Due to the nature of the ongoing discussions, the company cannot predict whether the discussions will result in a settlement and is unable to determine the ultimate cost the company may incur in order to resolve this matter.  Any final resolution could result in charges greater than the amount currently estimated and recognized in the company’s financial statements.

 

On August 10, 2001, a purported class action lawsuit, Gebhardt v. ConAgra Foods, Inc., et. al. Case No. 810CV427, was filed in United States District Court for Nebraska against the company and certain of its executive officers alleging violations of the federal securities laws in connection with the events resulting in the company’s restatement of its financial statements. The complaint seeks a declaration that the action is maintainable as a class action and that the plaintiff is a proper class representative, unspecified compensatory damages, reasonable attorneys’ fees and any other relief deemed proper by the court. On July 23, 2002, the federal district court granted the defendants’ motion to dismiss the lawsuit and entered judgment in favor of the company and the executive officers.  On June 30, 2003, the Eighth Circuit Court of Appeals reversed the dismissal. The defendants thereafter renewed their motion to dismiss in the district court on the issues not previously addressed by the district court in its prior dismissal of the lawsuit. On December 10, 2003, the district court denied the defendants’ motion to dismiss on these other issues.  The company believes the lawsuit is without merit and plans to vigorously defend the action.

 

On September 26, 2001, a shareholder derivative action was filed, purportedly on behalf of the company, by plaintiffs Anthony F. Rolfes and Sandra S. Rolfes in the Court of Chancery for the State of Delaware in New Castle County, Case No. 19130NC. The complaint alleges that the defendants, directors of the company during the relevant times, breached fiduciary duties in connection with events resulting in the company’s restatement of its financial statements. The action seeks, inter alia, recovery to the company, which is named as a nominal defendant in the action, of damages allegedly sustained by the company and a direction to the defendants to establish programs to prevent wrongful and illegal practices. On October 9, 2001, a second shareholder derivative action was filed, purportedly on behalf of the company, by plaintiff Harbor Finance Partners in the United States District Court for the District of Nebraska, Case No. 401CV3255. The complaint contains allegations and seeks relief similar to the Delaware derivative action. The directors named as defendants in these actions intend to vigorously defend the

 

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allegations and believe the actions are without merit.

 

The company is a 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 the company’s financial condition, results of operations or liquidity.

 

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Not applicable.

 

EXECUTIVE OFFICERS OF THE REGISTRANT AS OF AUGUST 1, 2004

 

 

Name		Title & Capacity		Age		Year Assumed  Present Office
Bruce C. Rohde		Chairman, Chief Executive Officer and President		55		1998
Dwight J. Goslee		Executive Vice President, Strategic Development		54		2004
Owen C. Johnson		Executive Vice President, Organization and Administration and Corporate Secretary		58		2004
Michael A. Fernandez		Senior Vice President, Corporate Affairs and Chief Communications Officer		47		2003
John F. Gehring		Senior Vice President and Corporate Controller		43		2004
Scott E. Messel		Senior Vice President, Treasurer and Assistant Secretary		45		2004
Peter M. Perez		Senior Vice President, Human Resources		50		2003
Patricia Verduin		Senior Vice President and Director, Office of Product Quality and Development		44		2002
Michael D. Walter		Senior Vice President, Economic and Commercial Affairs		55		2000
Anita L. Wheeler		President, ConAgra Foods Foundation		58		2004
Christopher W. Klinefelter		Vice President, Investor Relations		37		2000

 

The foregoing executive officers have held the specified positions with ConAgra Foods for the past five years, except as follows:

 

Dwight J. Goslee joined ConAgra Foods in 1985, and from 1997 through 2000 was Senior Vice President, Mergers and Acquisitions.  He was named Executive Vice President, Operations Control and Development in March 2001, and to his current position in May 2004.

 

Owen C. Johnson joined ConAgra Foods as Senior Vice President, Human Resources and Administration in June 1998, was named Executive Vice President in 2001, and Executive Vice President, Organization and Administration and Corporate Secretary in May 2004.

 

Michael A. Fernandez was Vice President of Public Relations with US West from 1996 to 2000, and Senior Vice President Public Affairs with Cigna Corporation from 2000 to 2003.  He joined ConAgra Foods in his current position in September 2003.

 

John F. Gehring joined ConAgra Foods in 2002 as Vice President of Internal Audit and became Senior Vice President in 2003.  In July 2004, Mr. Gehring was named to his current position.  Prior to ConAgra Foods, he was a partner at Ernst and Young from 1997 to 2001.

 

Scott E. Messel was Vice President and Treasurer of Lennox International from 1999 to 2001.  He joined ConAgra Foods in 2001 as Vice President and Treasurer, and in July 2004 was named to his current position.

 

Peter M. Perez was Senior Vice President Human Resources of Pepsi Bottling from 1995 to 2000, Chief

 

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Human Resources Officer for Alliant Foodservice in 2001, and Senior Vice President Human Resources of W.W. Granger from 2001 to 2003.  He joined ConAgra Foods in his current position in December 2003.

 

Dr. Patricia Verduin was named to her current position in February 2002.  Prior to that she was Senior Vice President Research and Development, ConAgra Foods Grocery Products Group from 2000 to 2002, and Vice President Manufacturing at International Home Products from 1999 to 2000.

 

Michael D. Walter joined ConAgra Foods in 1989 as President of ConAgra Specialty Grain Products. He was named Senior Vice President, Trading and Procurement in October 1996, Senior Vice President Commodity Procurement and Economic Strategy in February 2000, and to his current position in May 2004.

 

Anita L. Wheeler was Director of Staffing of Allied Signal from 1996 to 1998.  She joined ConAgra Foods in 1999 as Vice President, Executive Staffing and Development, became Vice President, Leadership Development and Planning in 2002 and was named to her current position in May 2004.

 

Christopher W. Klinefelter held various positions, including Assistant Vice President, Corporate Development of Brown-Forman from 1996 to 2000.  He joined ConAgra Foods in January 2000 as Vice President, Investor Relations.

 

OTHER SIGNIFICANT EMPLOYEES OF THE REGISTRANT AS OF AUGUST 1, 2004

 

Name		Title & Capacity		Age		Year Assumed Present Office
Kevin P. Adams		Senior Vice President, Enterprise System Implementation		37		2003
J. Chris Adderton		Vice President, Customer Service		52		2002
Rick D. Blasgen		Senior Vice President, Integrated Logistics		45		2003
William G. Caskey		President, ConAgra Foodservice Sales		54		2003
Gregory A. Heckman		President and Chief Operating Officer, ConAgra Food Ingredients Group		42		2003
Douglas A. Knudsen		President, Retail Sales Development		50		2003
Allan B. Lutz		President and Chief Operating Officer, ConAgra Foods – Foodservice Company		47		2003
Dennis F. O’Brien		President and Chief Operating Officer, ConAgra Foods Retail Products Company		46		2004
Kevin W. Tourangeau		Senior Vice President, Manufacturing Effectiveness