10-K
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 29, 2022
☐
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)
Delaware
41-0274440
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
Number One General Mills Boulevard
Minneapolis
,
Minnesota
55426
(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 class
Trading Symbol(s)
Name of each exchange
on which registered
Common Stock, $.10 par value
GIS
New York Stock Exchange
1.000% Notes due 2023
GIS23A
New York Stock Exchange
0.125% Notes due 2025
GIS25A
New York Stock Exchange
0.450% Notes due 2026
GIS26
New York Stock Exchange
1.500% Notes due 2027
GIS27
New 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 has
filed a report on
and attestation to its management’s
assessment of the effectiveness
of its
internal control
over financial
reporting under
Section 404(b)
of the
Sarbanes-Oxley Act
(15 U.S.C.
7262(b)) by
the registered
public accounting firm that prepared or issued its audit report.
☑
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 $62.76
per share
as
reported on
the New
York
Stock Exchange
on November
28, 2021
(the last
business day
of the
registrant’s
most recently
completed
second fiscal quarter): $
37,857.2
million.
Number
of
shares
of
Common
Stock
outstanding
as
of
June
15,
2022:
597,158,440
(excluding
157,454,888
shares
held
in
the
treasury).
DOCUMENTS INCORPORATED
BY REFERENCE
Portions of the registrant’s Proxy
Statement for its 2022 Annual Meeting of Shareholders are incorporated by reference
into Part III.
3
Table of Contents
Page
Part I
Item 1
Business
4
Item 1A
Risk Factors
8
Item 1B
Unresolved Staff Comments
14
Item 2
Properties
14
Item 3
Legal Proceedings
15
Item 4
Mine Safety Disclosures
15
Part II
Item 5
Market for Registrant’s CommonEquity, Related StockholderMatters and Issuer Purchases of
Equity Securities
15
Item 7
Management’s Discussion and Analysisof Financial Condition and Results of Operations
17
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
40
Item 8
Financial Statements and Supplementary Data
42
Item 9
Changes in and Disagreements With Accountants onAccounting and Financial Disclosure
91
Item 9A
Controls and Procedures
91
Item 9B
Other Information
91
Part III
Item 10
Directors, Executive Officers and Corporate Governance
92
Item 11
Executive Compensation
92
Item 12
Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters
92
Item 13
Certain Relationships and Related Transactions,and Director Independence
92
Item 14
Principal Accounting Fees and Services
92
Part IV
Item 15
Exhibits and Financial Statement Schedules
92
Item 16
Form 10-K Summary
95
Signatures
96
4
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
2
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