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10-K 1 d725716d10k.htm FORM 10-K

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED May 26, 2019
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission file number: 001-01185

GENERAL MILLS, INC.

(Exact name of registrant as specified in its charter)

Delaware41-0274440
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
Number One General Mills Boulevard
Minneapolis, Minnesota55426
(Address of principal executive offices)(Zip Code)

(763) 764-7600

(Registrant’s telephone number, including area code)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.10 par valueGISNew York Stock Exchange
Floating Rate Notes due 2020GIS20ANew York Stock Exchange
2.100% Notes due 2020GIS20New York Stock Exchange
1.000% Notes due 2023GIS23ANew York Stock Exchange
1.500% Notes due 2027GIS27New York Stock Exchange

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☑Accelerated filer ☐Non-accelerated filer ☐Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☑

Aggregate market value of Common Stock held by non-affiliates of the registrant, based on the closing price of $43.37 per share as reported on the New York Stock Exchange on November 25, 2018 (the last business day of the registrant’s most recently completed second fiscal quarter): $25,879.8 million.

Number of shares of Common Stock outstanding as of June 10, 2019: 601,959,611 (excluding 152,653,717 shares held in the treasury).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for its 2019 Annual Meeting of Shareholders are incorporated by reference into Part III.

Table of Contents

Table of Contents

Page
Part I
Item 1Business3
Item 1ARisk Factors8
Item 1BUnresolved Staff Comments15
Item 2Properties15
Item 3Legal Proceedings17
Item 4Mine Safety Disclosures17
Part II
Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities17
Item 6Selected Financial Data18
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations19
Item 7AQuantitative and Qualitative Disclosures About Market Risk48
Item 8Financial Statements and Supplementary Data50
Item 9Changes in and Disagreements With Accountants on Accounting and Financial Disclosure109
Item 9AControls and Procedures109
Item 9BOther Information110
Part III
Item 10Directors, Executive Officers and Corporate Governance110
Item 11Executive Compensation111
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters111
Item 13Certain Relationships and Related Transactions, and Director Independence111
Item 14Principal Accounting Fees and Services111
Part IV
Item 15Exhibits, Financial Statement Schedules112
Item 16Form 10-K Summary116
Signatures117
Table of Contents

PART I

Next: Item 1. Business