filings.toolsItem 9B. [Other Information](a27002)
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Item 9B. [Other Information](a27002)
Part III
Item 10
Directors, Executive Officers and Corporate Governance
Item 11
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13
Certain Relationships and Related Transactions, and Director Independence
Item 14
Principal Accounting Fees and Services
Part IV
Item 15
Exhibits and Financial Statement Schedules
Item 16
PART
I
ITEM 1 - Business
COMPANY OVERVIEW
For more than
150 years, General
Mills has been making
food the world
loves. We
are a leading
global manufacturer and
marketer of
branded consumer
foods with more
than 100 brands
in 100 countries
across six continents.
In addition to
our consolidated operations,
we have 50 percent interests in
two strategic joint ventures that manufacture
and market food products sold in more
than 120 countries
worldwide.
We
manage and
review the
financial results
of our
business under
four operating
segments: North
America Retail;
International; Pet;
and
North
America
Foodservice.
See
Management’s
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations
(MD&A) in Item 7 of this report for a description of our segments.
We offer
a variety of human and pet food products that provide great
taste, nutrition, convenience, and value for consumers around
the
world. Our business is focused on the following large, global categories:
●
snacks, including grain, fruit and savory snacks, nutrition bars, and
frozen hot snacks;
●
ready-to-eat cereal;
●
convenient meals, including meal kits, ethnic meals, pizza, soup, side dish mixes,
frozen breakfast, and frozen entrees;
●
wholesome natural pet food;
●
refrigerated and frozen dough;
●
baking mixes and ingredients;
●
yogurt; and
●
super-premium ice cream.
Our Cereal Partners Worldwide
(CPW) joint venture with Nestlé
S.A. (Nestlé) competes in the
ready-to-eat cereal category in markets
outside North
America, and
our Häagen-Dazs
Japan, Inc.
(HDJ) joint
venture
competes in
the super-premium
ice cream
category
in
Japan. For net sales contributed
by each class of similar
products, please see Note 17
to the Consolidated Financial
Statements in Item
8 of this report.
The terms
“General Mills,”
“Company,”
“registrant,” “we,”
“us,” and
“our” mean
General Mills, Inc.
and all
subsidiaries included
in
the Consolidated Financial Statements in Item 8 of this report unless the context
indicates otherwise.
Certain terms used throughout this report are defined in a glossary in Item 8 of
this report.
Customers
Our
primary
customers
are
grocery
stores,
mass
merchandisers,
membership
stores,
natural
food
chains,
drug,
dollar
and
discount
chains, e-commerce
retailers, commercial
and noncommercial
foodservice distributors
and operators,
restaurants, convenience
stores,
and
pet
specialty
stores.
We
generally
sell
to
these
customers
through
our
direct
sales
force.
We
use
broker
and
distribution
arrangements for certain products and to serve certain types
of customers and certain markets. For further
information on our customer
credit
and
product
return practices,
please
refer
to Note
to the
Consolidated
Financial Statements
in
Item 8
of this
report.
During
fiscal 2022, Walmart
Inc. and its affiliates (Walmart)
accounted for 20 percent of our consolidated
net sales and 28 percent of net sales
of our
North America
Retail segment.
No other
customer accounted
for 10
percent or
more of
our consolidated
net sales.
For further
information on significant customers, please refer to Note 8 to the Consolidated
Financial Statements in Item 8 of this report.
Competition
The
human
and
pet
food
categories
are
highly
competitive,
with
numerous
manufacturers
of
varying
sizes in
the
United
States and
throughout the
world. The categories
in which
we participate
also are
very competitive.
Our principal
competitors in
these categories
are manufacturers, as
well as retailers with
their own branded
products. Competitors market
and sell their products
through brick-and-
mortar stores
and e-commerce.
All our
principal competitors
have substantial
financial, marketing,
and other
resources. Competition
in
our
product
categories
is
based
on
product
innovation,
product
quality,
price,
brand
recognition
and
loyalty,
effectiveness
of
marketing,
promotional
activity,
convenient
ordering
and
delivery
to
the consumer,
and the
ability
to
identify
and
satisfy
consumer
preferences.
Our
principal
strategies
for
competing
in
each
of
our
segments
include
unique
consumer
insights,
effective
customer
relationships, superior
product quality,
innovative advertising,
product promotion,
product innovation
aligned with consumers
’
needs,
an efficient
supply chain, and
price. In most
product categories, we
compete not only
with other widely
advertised, branded
products,
but also
with regional
brands and
with generic
and private
label products
that are
generally sold
at lower
prices. Internationally,
we
compete with both multi-national and local manufacturers, and each
country includes a unique group of competitors.
Raw materials, ingredients, and packaging
The
principal
raw
materials that
we
use
are grains
(wheat, oats,
and
corn),
dairy
products,
sugar,
fruits, vegetable
oils, meats,
nuts,
vegetables,
and
other
agricultural
products.
We
also
use
substantial
quantities
of
carton
board,
corrugated,
plastic,
and
metal
packaging
materials,
operating
supplies,
and
energy.
Most
of
these
inputs
for
our
domestic
and
Canadian
operations
are
purchased
from suppliers
in the
United States. In
our other
international operations,
inputs that
are not locally
available in
adequate supply
may
be imported
from other
countries. The
cost of
these inputs
may fluctuate
widely due
to external
conditions such
as weather,
climate
change,
product
scarcity,
limited
sources
of
supply,
commodity
market
fluctuations,
currency
fluctuations,
trade
tariffs,
pandemics
(including the
COVID-19 pandemic),
war, and
changes in
governmental agricultural
and energy
policies and
regulations. We
believe
that we
will be
able to
obtain an
adequate supply
of needed
inputs. Occasionally
and where
possible, we
make advance
purchases of
items
significant
to our
business in
order
to ensure
continuity
of operations.
Our objective
is to
procure
materials
meeting
both our
quality standards
and our
production
needs at
price levels
that allow
a targeted
profit margin.
Since these
inputs generally
represent
the largest
variable cost in
manufacturing our products,
to the extent
possible, we often
manage the risk
associated with adverse
price
movements for some inputs using a variety of risk
management strategies. We also
have a grain merchandising operation that provides
us efficient access
to, and more informed
knowledge of, various
commodity markets, principally
wheat and oats. This
operation holds
physical inventories
that are
carried at net
realizable value
and uses
derivatives to
manage its net
inventory position
and minimize
its
market exposures.
TRADEMARKS AND PATENTS
Our
products
are
marketed
under
a
variety
of
valuable
trademarks.
Some
of
the
more
important
trademarks
used
in
our
global
operations
(set
forth
in
italics
in
this
report)
include
Annie’s
,
Betty
Crocker
,
Bisquick
,
Blue
Buffalo
,
Blue
Basics
,
Blue
Freedom
,
Bugles
,
Cascadian
Farm
,
Cheerios
,
Chex
,
Cinnamon Toast
Crunch
,
Cocoa Puffs
,
Cookie Crisp
,
EPIC
,
Fiber One
,
Food Should Taste
Good
,
Fruit
by
the
Foot
,
Fruit
Gushers
,
Fruit
Roll-Ups
,
Gardetto's
,
Gold
Medal
,
Golden
Grahams
,
Häagen-Dazs
,
Kitano
,
Kix
,
Lärabar
,
Latina
,
Lucky
Charms
,
Muir Glen
,
Nature
Valley
,
Nudges,
Oatmeal
Crisp
,
Old
El
Paso
,
Pillsbury
,
Progresso
,
Raisin
Nut
Bran
,
Total
,
Top
Chews
Naturals,
Totino’s
,
Trix
,
True
Chews,
Wanchai
Ferry
,
Wheaties
,
Wilderness
,
and
Yoki
.
We
protect
these
marks as
appropriate through
registrations in
the United
States and
other jurisdictions.
Depending on
the jurisdiction,
trademarks are
generally valid
as long
as they
are in
use or
their registrations
are properly
maintained and
they have
not been
found to have
become
generic. Registrations of trademarks can also generally be renewed indefinitely
for as long as the trademarks are in use.
Some
of
our
products
are
marketed
under
or
in
combination
with
trademarks
that
have
been
licensed
from
others
for
both
long-
standing
products
(e.g.,
Reese’s
Puffs
for
cereal,
Green
Giant
for vegetables
in certain
countries, and
Yoplait
and related
brands for
fresh dairy
in the
United States
and Canada),
and shorter
term promotional
products (e.g.,
fruit snacks
sold under
various third
party
equities).
Our cereal
trademarks
are licensed
to CPW
and
may be
used in
association
with the
Nestlé
trademark.
Nestlé licenses
certain
of its
trademarks
to
CPW,
including
the
Nestlé
and
Uncle
Toby’s
trademarks.
The
Häagen-Dazs
trademark
is
licensed
royalty-free
and
exclusively
to
Nestlé
and
authorized
sublicensees
for
ice
cream
and
other
frozen dessert
products
in
the
United
States and
Canada.
The
Häagen-Dazs
trademark is
also licensed
to HDJ
in Japan.
The
Pillsbury
brand and
the
Pillsbury Doughboy
character are
subject
to an exclusive, royalty-free
license that was granted to
a third party and its successors
in the dessert mix and
baking mix categories in
the United States and under limited circumstances in Canada and Mexico.
We
continue
our
focus
on
developing
and
marketing
innovative,
proprietary
products,
many
of
which
use
proprietary
expertise,
recipes and formulations. We
consider the collective rights under our various patents, which
expire from time to time, a valuable asset,
but we do not believe that our businesses are materially dependent upon any
single patent or group of related patents.
SEASONALITY
In
general,
demand
for
our
products
is
evenly
balanced
throughout
the
year.
However,
within
our
North
America
Retail
segment
demand
for
refrigerated
dough,
frozen
baked
goods,
and
baking
products
is
stronger
in
the
fourth
calendar
quarter.
Demand
for
Progresso
soup is higher
during the
fall and winter
months. Within
our International
segment, demand
for
Häagen-Dazs
ice cream is
higher during
the summer
months and
demand for
baking mix
increases during
winter months.
Due to
the offsetting
impact of
these
demand
trends,
as well
as the
different
seasons
in
the
northern
and
southern
hemispheres,
our
International
segment’s
net
sales are
generally evenly balanced throughout the year.
QUALITY AND SAFETY REGULATION
The
manufacture
and
sale
of
human
and
pet
food
products
is
highly
regulated.
In
the
United
States,
our
activities
are
subject
to
regulation by
various federal
government agencies,
including the
Food and
Drug Administration,
Department of
Agriculture, Federal
Trade
Commission,
Department
of
Commerce,
Occupational
Safety
and
Health
Administration,
and
Environmental
Protection
Agency,
as
well
as
various
federal,
state,
and
local
agencies
relating
to
the
production,
packaging,
labelling,
marketing,
storage,
distribution, quality,
and safety of food
and pet products and
the health and safety
of our employees.
Our business is also
regulated by
similar agencies outside of the United States.
ENVIRONMENTAL
MATTERS
As
of
May
29,
2022,
we
were
involved
with
two
response
actions
associated
with
the
alleged
or
threatened
release
of
hazardous
substances or wastes located in Minneapolis, Minnesota and Moonachie,
New Jersey.
Our
operations
are
subject
to
the
Clean
Air
Act,
Clean
Water
Act,
Resource
Conservation
and
Recovery
Act,
Comprehensive
Environmental
Response,
Compensation,
and
Liability
Act,
and
the
Federal
Insecticide,
Fungicide,
and
Rodenticide
Act,
and
all
similar state, local, and foreign environmental laws and regulations applicable
to the jurisdictions in which we operate.
Based on current
facts and circumstances,
we believe that
neither the
results of our
environmental proceedings
nor our compliance
in
general
with
environmental
laws
or
regulations
will
have
a
material
adverse
effect
upon
our
capital
expenditures,
earnings,
or
competitive position.
HUMAN CAPITAL MANAGEMENT
Recruiting, developing, engaging, and protecting our
workforce is critical to executing our strategy and achieving
business success. As
of
May
29,
2022,
we
had
approximately
32,500
employees
around
the
globe,
with
approximately
15,000
in
the
U.S.
and
approximately 17,500
located in our
markets outside
of the U.S.
Our workforce
is divided
between approximately
12,500 employees
dedicated to the production of our various products and approximately
20,000 non-production employees.
The
efficient
production
of
high-quality
products
and
successful
execution
of
our
strategy
requires
a
talented,
skilled,
and
engaged
team of employees. We
work to equip our employees with
critical skills and expand their contributions
over time by providing a range
of training and career
development opportunities, including
hands-on experiences via
challenging work assignments and
job rotations,
coaching
and mentoring
opportunities, and
training programs.
To
foster employee
engagement and
commitment, we
follow a
robust
process
to
listen
to
employees,
take
action,
and
measure
our
progress
with
on-going
employee
conversations,
transparent
communications, and employee engagement surveys.
We
believe that
fostering a culture
of inclusion and
belonging strengthens
our ability to
recruit talent and
allows all of
our employees
to thrive
and succeed.
We
actively cultivate
a culture
that acknowledges,
respects, and
values all
dimensions of
diversity –
including
gender, race,
sexual orientation, ability,
backgrounds, and
beliefs. Ensuring
diversity of input
and perspectives
is core to
our business
strategy,
and
we
are
committed
to
recruiting,
retaining,
developing,
and
advancing
a
workforce
that
reflects
the
diversity
of
the
consumers we
serve. This
commitment starts
with our
company leadership
where women
represent approximately
42 percent
of our
officer
and
director
population,
and
approximately
percent
of
our
officers
and
directors
are
racially
or
ethnically
diverse.
We
embed
our culture of inclusion and belonging
into our day-to-day ways of working
through a number of programs to foster
discussion,
build empathy, and
increase understanding.
We
are
committed
to
maintaining
a
safe
and
secure
workplace
for
our
employees.
We
set
specific
safety
standards
to
identify
and
manage critical risks.
We
use global safety
management systems and
employee training to
ensure consistent implementation
of safety
protocols and
accurate measurement
and tracking of
incidents. To
provide a safe
and secure working
environment for our
employees,
we prohibit workplace
discrimination, and
we do not
tolerate abusive conduct
or harassment. Our
attention to the
health and safety
of
our workforce extends to the workers and communities in our supply chain.
We believe that respect
for human rights is fundamental to
our strategy and to our commitment to ethical business conduct.
INFORMATION ABOUT
OUR EXECUTIVE OFFICERS
The section below provides information regarding our executive officers
as of June 29, 2022.
Jodi
Benson
,
age
57,
is
Chief
Innovation,
Technology
and
Quality
Officer.
Ms.
Benson
joined
General
Mills
in
2001
from
The
Pillsbury Company.
She held a
variety of positions
before becoming the
leader of our
One Global Dairy
Platform from 2011
to 2016.
She
was
named
Vice
President
for
our
International
business
segment
from
2016
to
2017,
and
Vice
President
of
the
Global
Innovation,
Technology,
and Quality
Capabilities
Group
from
2017 to
July 201
She was
named
to her
current
position
in August
Kofi A. Bruce
, age 52, is Chief Financial
Officer. Mr.
Bruce joined General Mills in 2009 as
Vice President,
Treasurer after serving
in
a
variety
of
senior
management
positions
with
Ecolab
and
Ford
Motor
Company.
He
served
as
Treasurer
until
2010
when
he
was
named Vice
President, Finance for
Yoplait.
Mr. Bruce
reassumed his role
as Vice
President, Treasurer
from 2012 until
2014 when
he
was named
Vice
President, Finance
for Convenience
Stores &
Foodservice. He
was named
Vice
President, Controller
in 2017,
Vice
President, Financial Operations in September 2019, and to his present position
in February 2020.
Paul J. Gallagher
,
age
54, is Chief
Supply Chain Officer.
Mr.
Gallagher joined General
Mills in April
2019 as Vice
President, North
America Supply Chain from Diageo plc. He began
his career at Diageo where he spent 25 years serving in a variety
of leadership roles
in manufacturing,
procurement, planning,
customer service,
and engineering
before becoming
President, North
America Supply
from
2013 to March 2019. He was named to his current position in July 2021.
Jeffrey L.
Harmening
, age
55, is
Chairman of
the Board
and Chief
Executive Officer.
Mr.
Harmening joined
General Mills
in 1994
and
served
in
various
marketing
roles
in
the
Betty
Crocker,
Yoplait,
and
Big
G
cereal
divisions.
He
was
named
Vice
President,
Marketing
for
CPW
in
2003
and
Vice
President
of
the
Big
G
cereal
division
in
In
2011,
he
was
promoted
to
Senior
Vice
President
for
the
Big
G
cereal
division.
Mr.
Harmening
was
appointed
Senior
Vice
President,
Chief
Executive
Officer
of
CPW
in
- Mr.
Harmening returned from CPW
in 2014 and was
named Executive Vice
President, Chief Operating Officer,
U.S. Retail. He
became
President,
Chief
Operating
Officer
in 2016.
He
was named
Chief
Executive
Officer
in
2017
and
Chairman
of the
Board
in
January 2018. Mr. Harmening
is a director of The Toro
Company.
Dana
M.
McNabb
,
age
46,
is
Chief
Strategy
&
Growth
Officer.
Ms.
McNabb
joined
General
Mills
in
1999
and
held
a
variety
of
marketing roles
in Cereal,
Snacks, Meals,
and New
Products before
becoming Vice
President, Marketing
for CPW
in 2011
and Vice
President, Marketing
for the Circle
of Champions
Business Unit
in 2015. She
became President,
U.S. Cereal
Operating Unit
in 2016,
Group President, Europe & Australia in January 2020, and was named to her present
position in July 2021.
Jaime
Montemayor
,
age
58,
is
Chief
Digital
and
Technology
Officer.
He
spent
years
at
PepsiCo,
Inc.,
serving
in
roles
of
increasing
responsibility,
including
most
recently
as
Senior
Vice
President
and
Chief
Information
Officer
of
PepsiCo’s
Americas
Foods segment
from 2013
to 2015, and
Senior Vice
President and
Chief Information
Officer,
Digital Innovation,
Data and Analytics,
PepsiCo from
2015 to
- Mr.
Montemayor served
as Chief
Technology
Officer of
7-Eleven Inc.
in 2017.
He assumed
his current
role in February 2020 after founding and operating a digital technology
consulting company from 2017 until January 2020.
Jon J. Nudi
, age 52,
is Group President,
North America
Retail. Mr.
Nudi joined
General Mills in
1993 as
a Sales Representative
and
held a
variety of
roles in
Consumer Foods
Sales. In
2005, he
moved into
marketing roles
in the
Meals division
and was
elected Vice
President
in
Mr.
Nudi
was
named
Vice
President;
President,
Snacks,
in
2010,
Senior
Vice
President,
President,
Europe/Australasia in 2014, and Senior Vice
President; President, U.S. Retail in 2016. He was named to his present position in 2017.
Shawn
P.
O’Grady
,
age
58,
is
Group
President,
North
America
Foodservice.
Mr.
O’Grady
joined
General
Mills
in
1990
and
held
several
marketing
roles
in
the
Snacks,
Meals,
and
Big
G
cereal
divisions.
He
was
promoted
to
Vice
President
in
1998
and
held
marketing positions in the
Betty Crocker and Pillsbury USA
divisions. In 2004, he moved into
Consumer Foods Sales, becoming
Vice
President, President, U.S. Retail Sales
in 2007, Senior Vice
President, President, Consumer Foods
Sales Division in 2010, Senior Vice
President,
President,
Sales &
Channel
Development
in
2012,
and
Group
President,
Convenience
Stores
&
Foodservice
in
He
was named to his current position in December 2021.
Mark A. Pallot,
age 49,
is Vice
President, Chief
Accounting Officer.
Mr.
Pallot joined
General Mills in
2007 and
served as
Director,
Financial
Reporting
until
2017,
when
he was
named
Vice
President,
Assistant
Controller.
He
was elected
to
his
present
position
in
February
Prior
to
joining
General
Mills,
Mr.
Pallot
held
accounting
and
financial
reporting
positions
at
Residential
Capital,
LLC, Metris, Inc., CIT Group Inc., and Ernst & Young,
LLP.
Bethany
Quam
,
age
51,
is
Group
President,
Pet.
Ms.
Quam
joined
General
Mills
in
1993
and
held
a
variety
of
positions
before
becoming
Vice
President,
Strategic
Planning
in
She
was
promoted
to
Vice
President,
Field
Sales,
Channels
in
2012,
Vice
President; President,
Convenience Stores
& Foodservice
in 2014,
and Senior
Vice
President; President,
Europe &
Australia in
2016,
and Group President; Europe & Australia in 2017. She was named
to her current position in October 2019.
Sean
Walker
,
age
56,
is
Group
President,
International.
Mr.
Walker
joined
General
Mills
in
1989
and
held
a
variety
of
positions
before becoming
Vice
President, President
of Latin
America in
- He
was named
Senior Vice
President, President
Latin America
in 2012,
Senior Vice
President, Corporate
Strategy
in 2016,
and Group
President,
Asia &
Latin America
in February
He was
named
to his current position in July 2021.
Karen Wilson
Thissen
, age
55, is
General Counsel
and Secretary.
Ms. Wilson
Thissen joined
General Mills
in June
Prior to
joining
General
Mills, she
spent
17 years
at Ameriprise
Financial,
Inc.,
serving in
roles of
increasing
responsibility,
including
most
recently as Executive Vice
President and General Counsel
from 2017 to June
2022, and Executive Vice
President and Deputy General
Counsel from
2014 to
Before
joining Ameriprise
Financial,
Inc., she
was a
partner at
the law
firm of
Faegre &
Benson LLP
(now Faegre Drinker Biddle & Reath LLP).
Jacqueline
Williams-Roll
,
age
53,
is
Chief
Human
Resources
Officer.
Ms.
Williams-Roll
joined
General
Mills
in
She
held
human resources
leadership roles
in Supply
Chain, Finance,
Marketing, and
Organization Effectiveness,
and she
also worked
a large
part of her career
on businesses outside of the
United States. She was
named Vice
President, Human Resources,
International in 2010,
and then
promoted to
Senior Vice
President, Human
Resources Operations
in 2013.
She was
named to
her present
position in
Prior to joining General Mills, she held sales and management roles with Jenny
Craig International.
WEBSITE ACCESS
Our
website
is
We
make
available,
free
of
charge
in
the
“Investors”
portion
of
this
website,
annual
reports
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 (1934 Act) as soon
as reasonably practicable after
we
electronically
file
such
material
with,
or
furnish
it
to,
the
Securities
and
Exchange
Commission
(SEC).
All
such
filings
are
available
on the
SEC’s
website
Reports
of beneficial
ownership filed
pursuant
to Section
16(a) of
the 1934
Act are also available on our website.
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