Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 General Mills, Inc. Form 10-K405 18 101K
3: EX-10 Exhibit 10.5 Management Continuity Agreement 15 69K
4: EX-10.12 Exhibit 10.12 Deferred Compensation Plan 15 66K
5: EX-10.16 Protocol of Cereal Partners Worldwide 12 34K
2: EX-10.4 Exectuive Incentive Plan 11 41K
6: EX-12 Ratio of Earnings to Fixed Charges 1 5K
7: EX-13 Exhibit 13 2001 Annual Report to Stockholders 43± 189K
8: EX-21 Exhibit 21 General Mills, Inc. Subsidiaries 5 23K
9: EX-23 Exhibit 23 Consent of Kpmg LLP 1 8K
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MAY 27, 2001
COMMISSION FILE NUMBER 1-1185
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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, MN 55426
(MAIL: P.O. BOX 1113) (MAIL: 55440)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(763) 764-7600
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, $.10 par value New York Stock Exchange
Chicago Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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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 __X__ No _____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K 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. [X]
Aggregate market value of Common Stock held by non-affiliates of the
Registrant, based on the closing price of $44.46 per share as reported on the
New York Stock Exchange on July 26, 2001: $12,664.7 million.
Number of shares of Common Stock outstanding as of July 26, 2001:
284,856,362 (including 16,180 shares set aside for the exchange of shares of
Ralcorp Holdings, Inc. and excluding 123,450,302 shares held in the treasury).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement dated August 15, 2001 are incorporated
by reference into Part III, and portions of Registrant's 2001 Annual Report
to Stockholders are incorporated by reference into Parts I, II and IV.
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PART I
ITEM 1. BUSINESS.
COMPANY OVERVIEW
General Mills, Inc. was incorporated in Delaware in 1928. The Company is
engaged in the manufacture and marketing of consumer foods products. The terms
"General Mills," "Company" and "Registrant" mean General Mills, Inc. and its
subsidiaries unless the context indicates otherwise.
The Company is a leading producer of packaged consumer foods and markets
its products primarily through its own sales organizations, supported by
advertising and other promotional activities. These products primarily are
distributed directly to retail food chains, cooperatives, membership stores and
wholesalers. The Company also markets its products to foodservice operators,
convenience stores and vending operators. Certain food products, such as yogurt
and some foodservice and refrigerated products, are sold through distributors
and brokers.
The packaged consumer foods market is highly competitive, with numerous
competitors of varying sizes. Our principal ways of competing in the marketplace
include superior product quality, innovative advertising, product promotion and
price. In most of our consumer food lines, described below, General Mills
competes not only with other widely advertised branded products, but also with
generic products and private label products, which are generally sold at lower
prices.
In the fourth quarter, the Company decided to exit the SQUEEZIT beverage
business. See Note Three to the consolidated Financial Statements appearing on
page 28 of the Company's 2001 Annual Report to Stockholders incorporated into
this report by reference.
PENDING ACQUISITION
In July 2000, the Company entered into an agreement with Diageo plc
(Diageo) to acquire the worldwide businesses of The Pillsbury Company from
Diageo. The Pillsbury Company, based in Minneapolis, Minnesota, produces and
distributes leading food brands including PILLSBURY refrigerated dough and baked
goods, GREEN GIANT canned and frozen vegetables, OLD EL PASO Mexican foods,
PROGRESSO soups, TOTINO'S frozen pizza products and a wide range of foodservice
products.
Under the terms of the July 2000 agreement, the Company would acquire
Pillsbury in a stock-for-stock exchange. The consideration to Diageo would
include 141 million shares of the Company's common stock and the assumption of
up to $5.14 billion of Pillsbury debt. Up to $642 million of the total
transaction value may be repaid to the Company at the first anniversary of the
closing depending on the Company's stock price at that time. The total cost of
the transaction (exclusive of direct acquisition costs) is estimated at
approximately $10.2 billion. The transaction has been approved by the boards of
directors and shareholders of both companies, the European Commission and The
Canadian Commission of Competition. We expect to complete this acquisition as
soon as we receive clearance from the U.S. Federal Trade Commission.
In order to gain regulatory clearance for the acquisition of Pillsbury, the
Company has negotiated the sale of certain Pillsbury businesses. On February 5,
2001, an agreement was reached to sell the Pillsbury dessert and specialty
products businesses and the Company's United States ROBIN HOOD flour business
for approximately $305 million to International Multifoods Corporation (IMC).
The IMC transaction is contingent on clearance by the U.S. Federal Trade
Commission and the completion of the Company's transaction with Diageo. See
Notes Two and Three to Consolidated Financial Statements appearing on pages 27
and 28 of the Company's 2001 Annual Report to Stockholders, incorporated into
this report by reference.
PRODUCTS
CEREALS. General Mills produces and sells a number of ready-to-eat cereals,
including such brands as: CHEERIOS, HONEY NUT CHEERIOS, FROSTED CHEERIOS, APPLE
CINNAMON CHEERIOS, MULTI-GRAIN CHEERIOS, TEAM CHEERIOS, WHEATIES, CRISPY
WHEATIES 'N RAISINS, FROSTED WHEATIES, LUCKY CHARMS, TOTAL CORN FLAKES, WHOLE
GRAIN TOTAL, TOTAL RAISIN BRAN, BROWN SUGAR AND OAT TOTAL, TRIX, GOLDEN GRAHAMS,
WHEAT CHEX, CORN CHEX, RICE CHEX, MULTI-BRAN CHEX, HONEY NUT CHEX, KIX, BERRY
BERRY KIX, FIBER ONE, REESE'S PUFFS, COCOA PUFFS, NESQUIK, COOKIE CRISP,
CINNAMON TOAST CRUNCH, FRENCH TOAST CRUNCH, CLUSTERS, RAISIN NUT BRAN, OATMEAL
CRISP, SUNRISE AND BASIC 4. In fiscal 2001, the Company introduced MILK 'N
CEREAL BARS, HARMONY and WHEATIES ENERGY CRUNCH.
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DESSERTS, FLOUR AND BAKING MIXES. General Mills makes and sells a line of
dessert mixes under the BETTY CROCKER trademark, including SUPERMOIST layer
cakes, RICH & CREAMY and SOFT WHIPPED ready-to-spread frostings, SUPREMe brownie
and dessert bar mixes, muffin mixes and other mixes used to prepare dessert and
baking items. The company markets a variety of baking mixes under the BISQUICK
trademark, sells pouch mixes under the BETTY CROCKER name, and produces family
flour under the GOLD MEDAL brand introduced in 1880, and regional brands such as
LA PINA and RED BAND. The Company also engages in grain merchandising, produces
flour for internal ingredient requirements and sells flour to bakery,
foodservice and manufacturing customers.
DINNER AND SIDE DISH PRODUCTS. General Mills manufactures a line of BETTY
CROCKER dry packaged dinner mixes under the HAMBURGER HELPER, TUNA HELPER and
CHICKEN HELPER trademarks and a line of refrigerated barbeque products under the
LLOYD'S BARBEQUE name. Also under the BETTY CROCKER trademark, the Company sells
dry packaged specialty potatoes, POTATO BUDS instant mashed potatoes, SUDDENLY
SALAD and BAC*O'S salad topping. The Company also manufactures and markets
seasoned rice and pasta dishes under the BOWL APPETIT! and FARMHOUSE names.
ORGANIC FOODS. General Mills markets organic frozen fruits and vegetables,
meals and entrees, a wide variety of canned tomato products including tomatoes
and spaghetti sauce, frozen juice concentrates, fruit spreads, and frozen
desserts under its CASCADIAN FARM and MUIR GLEN trademarks.
SNACK PRODUCTS. General Mills markets POP*SECRET microwave popcorn; a line
of grain snacks including NATURE VALLEY granola bars; a line of fruit snacks
including FRUIT ROLL-UPS, FRUIT BY THE FOOT, GUSHERS, LUCKY CHARMS and TRIX
shapes; a line of snack mix products including CHEX mix and GARDETTO'S Snack
mix; and savory snacks marketed under the name BUGLES.
YOGURT PRODUCTS. General Mills manufactures and sells yogurt products,
including YOPLAIT ORIGINAL, YOPLAIT LIGHT, CUSTARD STYLE, TRIX, YUMSTERS and
GO-GURT, yogurt in a tube for children. EXPRESSE, an adult-oriented yogurt
packaged in a portable tube, was introduced in fiscal 2001. The Company also
manufactures and sells a variety of refrigerated cup yogurt products under the
COLOMBO brand name.
FOODSERVICE. General Mills markets branded baking mixes, cereals, snacks,
dinner and side dish products, refrigerated and soft-serve frozen yogurt, and
custom products to commercial and non-commercial foodservice sectors, including
schools, colleges, hotels, restaurants, healthcare facilities, convenience
stores and vending distributors.
DOMESTIC JOINT VENTURES. The Company currently participates in two domestic
joint ventures. See Note Four to Consolidated Financial Statements appearing on
page 29 of the Company's 2001 Annual Report to Stockholders, incorporated into
this description by reference. InsightTools, LLC, the Company's joint venture
with MarketTools, Inc., conducts consumer research via the Internet. The Company
has a 50% equity interest in InsightTools, LLC. The Company also has a 50%
equity interest in 8th Continent, LLC, a joint venture formed with DuPont to
develop and market soy foods and beverages. This venture began marketing a line
of 8th Continent soy milk in July 2001.
INTERNATIONAL FOODS. The International Foods organization of the Company
exports packaged food products and snack pellets throughout the world and
licenses food products for manufacture in Europe and the Asia/Pacific region.
General Mills de Mexico sells desserts, baking mixes and salty snacks. General
Mills Foods (Nanjing) manufactures and sells salty snacks and General Mills
United Kingdom sells salty snacks, desserts and baking mixes. General Mills
Canada sells BIG G ready-to-eat cereals, BETTY CROCKER side dishes, baking and
packaged dinner mixes and fruit, grain and salty snacks.
INTERNATIONAL JOINT VENTURES. The Company currently participates in two
international joint ventures. See Note Four to Consolidated Financial Statements
appearing on page 29 of the Company's 2001 Annual Report to Stockholders,
incorporated into this description by reference. Cereal Partners Worldwide
(CPW), the Company's joint venture with Nestle, S.A., competes in more than 75
countries and republics. The following cereal products were marketed under the
umbrella NESTLE trademark in fiscal 2001: TRIO, CLUSTERS, NESQUIK,
MULTI-CHEERIOS, HONEY NUT CHEERIOS, GOLDEN GRAHAMS, CINI MINIS, CHOCAPIC, TRIX,
ESTRELITAS, GOLD, KIX, MILO, FIBRE 1, KANGUS, FITNESS, SHREDDED WHEAT,
SHREDDIES, COUNTRY CORN FLAKES, HONEY STARS, KOKO KRUNCH, SNOW FLAKES, ZUCOSOS,
FRUTINA, APPLE MINIS, CRUNCH, FITNESS & FRUIT, LA LECHERA AND MOCA. CPW also
manufactures private label cereals for customers in the United Kingdom. The
Company has a 50% equity interest in CPW.
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Snack Ventures Europe (SVE), the Company's joint venture with PepsiCo,
Inc., manufactures and sells snack foods in Holland, France, Belgium, Spain,
Portugal, Greece, Estonia, Hungary, Russia and Slovakia. The Company has a 40.5%
equity interest in SVE.
GENERAL INFORMATION
TRADEMARKS AND PATENTS. The Company's products are marketed under
trademarks and service marks owned by or licensed to the Company. Trademarks and
service marks are vital to the Company's business. The most significant
trademarks and service marks of the Company are contained in the business
discussions above.
The Company considers the collective rights under its various patents,
which expire from time to time, a valuable asset, but the Company does not
believe that its businesses are materially dependent upon any single patent or
group of related patents. Outside its joint venture activities, the Company's
activities under licenses or other franchises or concessions are not material.
RAW MATERIALS AND SUPPLIES. The principal raw materials used by General
Mills are cereal grains, sugar, fruits, other agricultural products, vegetable
oils, plastic and paper packaging materials, operating supplies and energy.
Although General Mills has some long-term contracts, the majority of such raw
materials are purchased on the open market. Prices of most raw materials will
probably increase over the long term. Nonetheless, General Mills believes that
it will be able to obtain an adequate supply of needed ingredients and packaging
materials. Occasionally and where possible, General Mills makes advance
purchases of items significant to its business in order to ensure continuity of
operations. The Company's objective is to procure materials meeting both the
company's quality standards and its production needs at the lowest total cost to
the Company. The Company's strategy is to buy these materials at price levels
that allow a targeted profit margin. Since commodities generally represent the
largest variable cost in manufacturing the Company's products, to the extent
possible, the Company hedges the risk associated with adverse price movements
using exchange-traded futures and options, forward cash contracts and
over-the-counter hedging mechanisms. These tools enable the Company to manage
the related commodity price risk over periods of time that exceed the period of
time in which the physical commodity is available. Accordingly, the Company uses
these hedging tools to mitigate the risks associated with adverse price
movements and not to speculate in the marketplace. See also Note Seven to
Consolidated Financial Statements appearing on pages 30 through 32 of the
Company's 2001 Annual Report to Stockholders, incorporated into this section by
reference and the "Market Risk Management" section of the Report's "Financial
Review" appearing on pages 18 and 19 of the Company's 2001 Annual Report to
Stockholders, incorporated here by reference.
CAPITAL EXPENDITURES. During the three fiscal years ended May 27, 2001,
General Mills' aggregate capital expenditures amounted to $856 million, not
including the cost of acquired companies. The Company expects to spend
approximately $300 million for such purposes in fiscal 2002, exclusive of any
capital expenditures associated with the Pillsbury businesses.
RESEARCH AND DEVELOPMENT. Major research and development facilities are
located at the James Ford Bell Technical Center in Golden Valley (suburban
Minneapolis), Minnesota. With a staff of approximately 900, these research
facilities are responsible for most of the food research for the Company.
Approximately one-half of the staff holds degrees in various chemical,
biological and engineering sciences. Research and development expenditures
amounted to $82.8 million in fiscal 2001, $77.1 million in fiscal 2000 and $70.0
million in fiscal 1999. General Mills' research and development resources are
focused on new product development, product improvement, process design and
improvement, packaging and exploratory research in new business areas.
EMPLOYEES. At May 27, 2001, General Mills had 11,001 employees.
ENVIRONMENTAL MATTERS. As of June 27, 2001, the Company had received
notices advising that there have been releases or threatened releases of
hazardous substances or wastes at nine sites listed below, and alleging that the
Company and other named parties are potentially responsible for cleaning up
those sites and/or paying certain costs in connection with those sites.
Minneapolis, Minnesota trichlorethylene
Moonachie, New Jersey perchlorethylene
Gloucester, Massachusetts petroleum fuel products
Toledo, Ohio (4 sites) Superfund
(no single hazardous material specified)
Denver, Colorado Superfund
(no single hazardous material specified)
Kipp, Kansas Superfund
(no single hazardous material specified)
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These matters involve several different procedural contexts, including
litigation initiated by governmental authorities and/or private parties,
administrative proceedings commenced by regulatory agencies, and demand letters
issued by regulatory agencies and/or private parties. The Company recognizes
that its potential exposure with respect to any of these sites may be joint and
several, but has concluded that its probable aggregate exposure is not material.
This conclusion is based upon, among other things, the Company's payments and/or
accruals with respect to each site; the number, ranking, and financial strength
of other potentially responsible parties identified at each of the sites; the
status of the proceedings, including various settlement agreements, consent
decrees or court orders; allocations of volumetric waste contributions and
allocations of relative responsibility among potentially responsible parties
developed by regulatory agencies and by private parties; remediation cost
estimates prepared by governmental authorities or private technical consultants;
and the Company's historical experience in negotiating and settling disputes
with respect to similar sites.
Based on current facts and circumstances, General Mills believes that
neither the results of these proceedings nor its compliance in general with
environmental laws or regulations will have a material adverse effect upon the
capital expenditures, earnings or competitive position of the Company.
SEGMENT INFORMATION. See Note Eighteen to Consolidated Financial Statements
appearing on page 39 of the Company's 2001 Annual Report to Stockholders,
incorporated here by reference, for Business Segment and Geographic Information.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company, together with their ages and
business experience, are summarized below:
Y. Marc Belton, age 42, is Senior Vice President; President, Big G. Mr.
Belton joined the Company in 1983 and served in various food marketing
management positions. He was appointed a Vice President of the Company in 1991,
named President, Snacks in 1994, elected Senior Vice President, President, New
Ventures in 1997 and named to his present position in July 1999.
Peter J. Capell, age 44, is Senior Vice President; President, Snacks. Mr.
Capell joined the Company in 1985 and served in various marketing and general
management positions. He was appointed a Vice President of the Company in 1996,
named Marketing Director, Cheerios business unit in 1996 and named to his
present position in 1997.
Randy G. Darcy, age 50, is Senior Vice President, Supply Chain. Mr. Darcy
joined the Company in 1987, was named Vice President, Director of Manufacturing,
Technology and Operations in 1989 and was named to his present position in 1994.
Mr. Darcy was employed by Procter & Gamble from 1973 to 1987, serving in a
variety of management positions.
Stephen R. Demeritt, age 57, is Vice Chairman of the Company, with
responsibility for our worldwide cereal, snacks and yogurt businesses, General
Mills Canada, Consumer Insights and Advertising. He has served as Vice Chairman
since October 1999. Mr. Demeritt joined General Mills in 1969 and served in a
variety of consumer food marketing positions. He was President of International
Foods from 1991 to 1993 and from 1993 to 1999 was Chief Executive Officer of
Cereal Partners Worldwide, the Company's global cereal joint venture with
Nestle.
Ian R. Friendly, age 40, is Senior Vice President; President,
Yoplait-Colombo and Health Ventures. Mr. Friendly joined the Company in 1983 and
served in various food marketing management positions. He was appointed a Vice
President of the Company in 1990 with responsibility for the New Enterprise
Business Unit of Big G and was subsequently appointed to lead the Child Cereals
Business Unit of Big G in 1993 and the Asia/Pacific, Middle East and Latin
America Business Development of CPW, S.A. in 1994. He was elected Senior Vice
President, President, Yoplait-Colombo in 1998 and assumed additional
responsibility for Health Ventures in 2000.
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David P. Homer, age 40, is Vice President; President, Baking Products
Division. Mr. Homer joined the Company in 1987 and has served in a variety of
domestic and international marketing management positions. He was named to his
present position in February 2000.
James A. Lawrence, age 48, is Executive Vice President, Chief Financial
Officer. Mr. Lawrence joined the Company in this position in 1998 from Northwest
Airlines where he was Executive Vice President, Chief Financial Officer. Prior
to joining Northwest Airlines in 1996, he was at Pepsi-Cola International,
serving initially as Executive Vice President and subsequently as President and
Chief Executive Officer for its operations in Asia, the Middle East and Africa.
He assumed additional responsibility for General Mills International Foods in
2001.
John T. Machuzick, age 44, is Senior Vice President, Sales-Strategic
Channels. Mr. Machuzick joined the Company in 1978 and served in a variety of
sales management positions. He was appointed Vice President, Trade Marketing and
Promotions in 1997, named Vice President of Sales for the Western Zone in 1998
and named to his present position in July 1999.
Siri S. Marshall, age 53, is Senior Vice President, Corporate Affairs,
General Counsel and Secretary. Ms. Marshall joined the Company in 1994 as Senior
Vice President, General Counsel and Secretary. She assumed additional
responsibility for Corporate Affairs in July 1999. Prior to joining General
Mills, she served 15 years at Avon Products, last serving as Senior Vice
President, General Counsel and Secretary.
Christopher D. O'Leary, age 42, is Senior Vice President; President, Betty
Crocker Meals. Mr. O'Leary joined the Company in 1997 in the position of Vice
President, Corporate Growth. Prior to joining General Mills he spent 17 years at
PepsiCo, last serving as President and Chief Executive Officer of the Hostess
Frito-Lay business in Canada. He was named to his present position in July 1999.
Michael A. Peel, age 51, is Senior Vice President, Human Resources. Mr.
Peel joined the Company in this position in 1991 from PepsiCo where he spent 14
years, last serving as Senior Vice President, Personnel, responsible for PepsiCo
Worldwide Foods.
Kendall J. Powell, age 47, is Senior Vice President of General Mills and
Chief Executive Officer of Cereal Partners Worldwide. Mr. Powell joined the
Company in 1979 and was appointed a Vice President of General Mills and named
Marketing Director of Cereal Partners U.K. in 1990. He was named President,
Yoplait USA in 1995, elected Senior Vice President, President, Big G in 1998 and
named to his present position in September 1999.
Jeffrey J. Rotsch, age 51, is Senior Vice President, with overall
responsibility for Sales and Channel Development. Mr. Rotsch joined the Company
in 1974 and served as the president of several divisions, including Betty
Crocker and Big G. He was elected Senior Vice President in 1993 and named to his
present position in July, 1999.
Stephen W. Sanger, age 55, has been Chairman and Chief Executive Officer of
General Mills since 1995. Mr. Sanger joined the Company in 1974 and served as
the head of several business units, including Yoplait USA and Big G. He was
elected a Senior Vice President in 1989, an Executive Vice President in 1991,
Vice Chairman in 1992 and President in 1993.
Christina L. Shea, age 48, is Senior Vice President; Vice President,
General Mills Foundation. Ms. Shea joined the Company in 1976 and served as the
head of several business units including Betty Crocker and New Ventures. She was
elected a Senior Vice President in 1998 and was appointed to her present
position in December 2000.
Christianne L. Strauss, age 39, is Vice President; President, General Mills
Canada. Ms. Strauss joined the Company in 1986 and advanced through a variety of
domestic and international food marketing management positions, becoming
President of General Mills Canada in 1996.
Robert L. Stretmater, age 57, is Senior Vice President; President,
Foodservice. Mr. Stretmater joined the Company in 1967 and was appointed a Vice
President in 1987. He was appointed Vice President, Director of Marketing for
the Gold Medal Division in 1989, Vice President, Director of Marketing for
Foodservice in 1996, Vice President, President, Foodservice in 1997 and elected
a Senior Vice President in 2001.
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Danny L. Strickland, age 52, is Senior Vice President, Innovation,
Technology and Quality. Mr. Strickland joined the Company in this position in
1997 from Johnson & Johnson where he held the position of Executive Vice
President, Worldwide Absorbent Products and Material Research from 1993 to 1997.
Prior to joining Johnson & Johnson, he spent five years at Kraft General Foods
as Vice President of Technology.
Austin P. Sullivan, Jr., age 61, is Senior Vice President, Corporate
Relations. Mr. Sullivan joined the company in 1976, was named a Vice President
in 1978, named Director of Public Affairs in 1979 and assumed responsibility for
corporate communications in 1993. He was named to his present position in 1994.
Kenneth L. Thome, age 53, is Senior Vice President, Financial Operations.
Mr. Thome joined the Company in 1969 and was named Vice President, Controller
for Convenience and International Foods Group in 1985, Vice President,
Controller for International Foods in 1989, Vice President, Director of
Information Systems in 1991 and was elected to his present position in 1993.
Raymond G. Viault, age 57, is Vice Chairman of the Company with
responsibility for Betty Crocker Meals, General Mills Baking Products and
Foodservice. He is also responsible for leading the integration of the Pillsbury
businesses following completion of the acquisition. Mr. Viault joined the
Company as Vice Chairman in 1996 from Philip Morris, where he had been based in
Zurich, Switzerland, serving since 1990 as President of Kraft Jacobs Suchard.
Mr. Viault was with Kraft General Foods a total of 20 years, serving in a
variety of major marketing and general management positions.
AVAILABLE INFORMATION
General Mills is a reporting company under the Securities Exchange Act of
1934, as amended (the "1934 Act"), and files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). The
public may read and copy any Company filings at the Commission's Public
Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. Because the Company makes filings to the
Commission electronically, you may access this information at the Commission's
Internet site (http://www.sec.gov). This site contains reports, proxies and
information statements and other information regarding issuers that file
electronically with the Commission. You can also learn more about General Mills
at the Company's web site located at http://www.generalmills.com.
CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF
"SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The Company and its representatives may from time to time make written or
oral forward-looking statements with respect to annual or long-term goals of the
Company, including statements contained in the Company's filings with the
Securities and Exchange Commission and in its reports to stockholders.
The words or phrases "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," "project" or similar expressions
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical earnings and those presently anticipated or projected. The
Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is identifying important factors that
could affect the Company's financial performance and could cause the Company's
actual results for future periods to differ materially from any opinions or
statements expressed with respect to future periods in any current statements.
In particular, the Company's predictions about the Pillsbury acquisition
could be affected by regulatory clearance, integration problems, failure to
achieve synergies, unanticipated liabilities, inexperience in new business
lines, and changes in the competitive environment. In addition, the Company's
future results also could be affected by a variety of factors such as:
competitive dynamics in the U.S. ready-to-eat cereal market, including pricing
and promotional spending levels by competitors; the impact of competitive
products and pricing; product development; actions of competitors other than as
described above; acquisitions or dispositions of businesses or assets; changes
in capital structure; changes in laws and regulations, including changes in
accounting standards; customer demand; effectiveness of advertising and
marketing spending or programs; consumer perception of health-related issues;
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economic conditions, including changes in inflation rates or interest rates;
fluctuations in the cost and availability of supply-chain resources; and foreign
economic conditions, including currency rate fluctuations.
The Company undertakes no obligation to publicly revise any forward-looking
statements to reflect future events or circumstances.
The Company's debt securities are rated by rating organizations. Investors
should note that a security rating is not a recommendation to buy, sell or hold
securities, that it is subject to revision or withdrawal at any time by the
assigning rating agency, and that each rating should be evaluated independently
of any other rating.
ITEM 2. PROPERTIES.
The Company's principal executive offices and main research laboratory are
Company-owned and located in the Minneapolis, Minnesota metropolitan area.
General Mills operates numerous manufacturing facilities and maintains many
sales and administrative offices and warehouses, mainly in the United States.
Other facilities are located in Canada.
General Mills operates 20 production facilities for the manufacture of
cereal products, prepared mixes, convenience foods and other food products.
These facilities are located in Albuquerque, New Mexico; Atwater, California;
Buffalo, New York; Carson, California; Cedar Rapids, Iowa; Chicago, Illinois
area (2); Cincinnati, Ohio; Covington, Georgia; Iowa City, Iowa; Lodi,
California; Methuen, Massachusetts; Milwaukee, Wisconsin; Minneapolis/St. Paul,
Minnesota area (3); Nanjing, China; Reed City, Michigan; Tulare, California; and
Toledo, Ohio. The Company owns seven wheat flour mills located in Avon, Iowa;
Buffalo, New York; Great Falls, Montana; Johnson City, Tennessee; Kansas City,
Missouri; Vallejo, California; and Vernon, California. The Company operates
eight terminal grain elevators and has country grain elevators in 32 locations,
primarily in Idaho and Montana.
General Mills also owns or leases warehouse space aggregating approximately
8,600,000 square feet, of which approximately 6,100,000 square feet are leased.
A number of sales and administrative offices are maintained in the United States
and Canada, totaling 2,200,000 square feet.
ITEM 3. LEGAL PROCEEDINGS.
In management's opinion, there were no claims or litigation pending at May
27, 2001, the outcome of which could have a material adverse effect on the
consolidated financial position or results of operations of the Company. See the
information contained under the section entitled "Environmental Matters," on
pages 3 and 4, for a discussion of environmental matters in which the Company is
involved.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters require disclosure here.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information relating to the market prices and dividends of the
Company's common stock contained in Note Nineteen to Consolidated Financial
Statements and in the Eleven-Year Financial Summary appearing on pages 39 and 20
of Registrant's 2001 Annual Report to Stockholders is incorporated into this
report by reference. As of July 26, 2001, the number of record holders of common
stock was 38,623. The Company's common stock ($.10 par value) is listed on the
New York and Chicago Stock Exchanges.
ITEM 6. SELECTED FINANCIAL DATA.
The information for fiscal years 1997 through 2001 contained in the
Eleven-Year Financial Summary on page 20 of Registrant's 2001 Annual Report to
Stockholders is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
The information in the section entitled "Financial Review" on pages 14
through 19 of Registrant's 2001 Annual Report to Stockholders is incorporated
herein by reference.
-7-
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information in the "Market Risk Management" subsection of the section
entitled "Financial Review" on pages 18 and 19 of Registrant's 2001 Annual
Report to Stockholders is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information on pages 21 through 39 of Registrant's 2001 Annual Report
to Stockholders is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
No matters require disclosure here.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information contained in the sections entitled "Information About
Nominees For the Board of Directors" and "Section 16(a): Beneficial Ownership
Reporting Compliance" contained in Registrant's definitive proxy materials dated
August 15, 2001 is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information contained on pages 25 through 28 of Registrant's definitive
proxy materials dated August 15, 2001 is incorporated herein by reference. The
information appearing under the heading "Report of Compensation Committee on
Executive Compensation" is not incorporated herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information contained in the section entitled "Stock Ownership of
General Mills Directors and Officers" contained in Registrant's definitive proxy
materials dated August 15, 2001 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
No matters require disclosure here.
-----------------------
The Company's Annual Report on Form 10-K for the fiscal year ended May 27, 2001,
at the time of its filing with the Securities and Exchange Commission, shall
modify and supersede all prior documents filed pursuant to Sections 13, 14 and
15(d) of the 1934 Act for purposes of any offers or sales of any securities
after the date of such filing pursuant to any Registration Statement or
Prospectus filed pursuant to the Securities Act of 1933 which incorporates by
reference such Annual Report on Form 10-K.
-8-
INDEPENDENT AUDITORS' REPORT
The Stockholders and the Board of Directors
General Mills, Inc.:
Under date of June 25, 2001, we reported on the consolidated balance sheets
of General Mills, Inc. and subsidiaries as of May 27, 2001 and May 28, 2000 and
the related consolidated statements of earnings, stockholders' equity and cash
flows for each of the fiscal years in the three-year period ended May 27, 2001,
as contained in the 2001 annual report to stockholders. These consolidated
financial statements and our report thereon are incorporated by reference in the
annual report on Form 10-K for the fiscal year ended May 27, 2001. In connection
with our audits of the aforementioned consolidated financial statements, we have
also audited the related financial statement schedule as listed in the
accompanying index. This financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion on this
financial statement schedule 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/ KPMG LLP
Minneapolis, Minnesota
June 25, 2001
CONSENT OF KPMG LLP
The Board of Directors
General Mills, Inc.:
We consent to incorporation by reference in the Registration Statement (No.
2-49637) on Form S-3 and Registration Statements (Nos. 2-13460, 2-53523,
2-95574, 33-24504, 33-27628, 33-32059, 33-36892, 33-36893, 33-50337, 33-62729,
333-13089, 333-32509, 333-65311 and 333-65313) on Form S-8 of General Mills,
Inc. of our report dated June 25, 2001, relating to the consolidated balance
sheets of General Mills, Inc. and subsidiaries as of May 27, 2001 and May 28,
2000 and the related consolidated statements of earnings, stockholders' equity,
cash flows and our report dated June 25, 2001 on the related financial statement
schedule for each of the fiscal years in the three-year period ended May 27,
2001, which reports are included or incorporated by reference in the May 27,
2001 annual report on Form 10-K of General Mills, Inc.
/S/ KPMG LLP
Minneapolis, Minnesota
August 14, 2001
-9-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. FINANCIAL STATEMENTS:
Consolidated Statements of Earnings for the Fiscal Years Ended May 27,
2001, May 28, 2000 and May 30, 1999 (incorporated herein by reference
to page 22 of the Registrant's 2001 Annual Report to Stockholders).
Consolidated Balance Sheets at May 27, 2001 and May 28, 2000
(incorporated herein by reference to page 23 of the Registrant's 2001
Annual Report to Stockholders).
Consolidated Statements of Cash Flows for the Fiscal Years Ended May
27, 2001, May 28, 2000 and May 30, 1999 (incorporated herein by
reference to page 24 of the Registrant's 2001 Annual Report to
Stockholders).
Consolidated Statements of Stockholders' Equity for the Fiscal Years
Ended May 27, 2001, May 28, 2000 and May 30, 1999 (incorporated herein
by reference to page 25 of the Registrant's 2001 Annual Report to
Stockholders).
Notes to Consolidated Financial Statements (incorporated herein by
reference to pages 26 through 39 of the Registrant's 2001 Annual Report
to Stockholders).
2. FINANCIAL STATEMENT SCHEDULES:
For the Fiscal Years Ended May 27, 2001, May 28, 2000 and May 30, 1999:
II - Valuation and Qualifying Accounts
3. EXHIBITS:
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger, dated as of July 16, 2000 by
and among the Registrant, General Mills North American
Businesses, Inc., Diageo plc and The Pillsbury Company
(incorporated herein by reference to Exhibit 10.1 to
Registrant's Report on Form 8-K filed July 20, 2000).
2.2 First Amendment dated as of April 12, 2001 to Agreement and
Plan of Merger dated as of July 16, 2000 by and among the
Registrant, General Mills North American Businesses, Inc.,
Diageo plc and The Pillsbury Company (incorporated herein by
reference to Exhibit 10.1 to Registrant's Report on Form 8-K
filed April 13, 2001).
3.1 Registrant's Restated Certificate of Incorporation, as
amended to date (incorporated herein by reference to Exhibit
3(i) to Registrant's Quarterly Report on Form 10-Q for the
period ended August 24, 1997).
3.2 Registrant's By-Laws, as amended to date (incorporated herein
by reference to Exhibit 3.2 to Registrant's Annual Report on
Form 10-K for the fiscal year ended May 30, 1999).
4.1 Indenture between Registrant and U.S. Bank Trust National
Association (f.k.a. Continental Illinois National Bank and
Trust Company of Chicago), as amended to date by Supplemental
Indentures Nos. 1 through 8 (incorporated herein by reference
to Exhibit 4.1 to Registrant's Annual Report on Form 10-K for
the fiscal year ended May 25, 1997).
4.2 Rights Agreement dated as of December 11, 1995 between
Registrant and Wells Fargo Bank Minnesota, N.A. (f.k.a.
Norwest Bank Minnesota, N.A.) (incorporated herein by
reference to Exhibit 1 to Registrant's Registration Statement
on Form 8-A filed January 2, 1996).
4.3 Indenture between Registrant and U.S. Bank Trust National
Association (f.k.a. First Trust of Illinois, National
Association) dated February 1, 1996 (incorporated herein by
reference to Exhibit 4.1 to Registrant's Registration
Statement on Form S-3 effective February 23, 1996).
4.4 Indenture between Ralcorp Holdings, Inc. and The First
National Bank of Chicago, as supplemented to date by the
First Supplemental Indenture among Ralcorp Holdings, Inc.,
Registrant and The First National Bank of Chicago
(incorporated herein by reference to Exhibit 4.1 to
Registrant's Report on Form 8-K dated January 31, 1997).
-10-
*10.1 Stock Option and Long-Term Incentive Plan of 1988, as amended
to date (incorporated herein by reference to Exhibit 10.1 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended May 30, 1999).
10.2 Addendum No. 3 effective as of March 15, 1993 to Protocol of
Cereal Partners Worldwide (incorporated herein by reference
to Exhibit 10.2 to Registrant's Annual Report on Form 10-K
for the fiscal year ended May 28, 2000).
*10.3 1998 Employee Stock Plan, as amended to date (incorporated
herein by reference to Exhibit 10.3 to Registrant's Annual
Report on Form 10-K for the fiscal year ended May 28, 2000).
*10.4 Amended and Restated Executive Incentive Plan, as amended to
date.
*10.5 Management Continuity Agreement, as amended to date.
*10.6 Supplemental Retirement Plan, as amended to date
(incorporated herein by reference to Exhibit 10.6 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended May 28, 2000).
*10.7 Executive Survivor Income Plan, as amended to date
(incorporated herein by reference to Exhibit 10.7 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended May 30, 1999).
*10.8 Executive Health Plan, as amended to date (incorporated
herein by reference to Exhibit 10.8 to Registrant's Annual
Report on Form 10-K for the fiscal year ended May 26, 1996).
*10.9 Supplemental Savings Plan, as amended to date (incorporated
herein by reference to Exhibit 10.9 to Registrant's Annual
Report on Form 10-K for the fiscal year ended May 28, 2000).
*10.10 1996 Compensation Plan for Non-Employee Directors, as amended
to date (incorporated herein by reference to Exhibit 10.10 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended May 30, 1999).
*10.11 General Mills, Inc. 1995 Salary Replacement Stock Option
Plan, as amended to date (incorporated herein by reference to
Exhibit 10.11 to Registrant's Annual Report on Form 10-K for
the fiscal year ended May 28, 2000).
*10.12 General Mills, Inc. Deferred Compensation Plan, as amended to
date.
*10.13 Supplemental Benefits Trust Agreement dated February 9, 1987,
as amended and restated as of September 26, 1988
(incorporated herein by reference to Exhibit 10.13 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended May 30, 1999).
*10.14 Supplemental Benefits Trust Agreement dated September 26,
1988 (incorporated herein by reference to Exhibit 10.14 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended May 30, 1999).
10.15 Agreements dated November 29, 1989 by and between General
Mills, Inc. and Nestle, S.A. (incorporated herein by
reference to Exhibit 10.15 to Registrant's Annual Report on
Form 10-K for the fiscal year ended May 28, 2000).
10.16 Protocol and Addendum No. 1 to Protocol of Cereal Partners
Worldwide dated November 21, 1989.
*10.17 1990 Salary Replacement Stock Option Plan, as amended to date
(incorporated herein by reference to Exhibit 10.17 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended May 30, 1999).
10.18 Addendum No. 2 dated March 16, 1993 to Protocol of Cereal
Partners Worldwide (incorporated herein by reference to
Exhibit 10.18 to Registrant's Annual Report on Form 10-K for
the fiscal year ended May 31, 1998).
10.19 Agreement dated July 31, 1992 by and between General Mills,
Inc. and PepsiCo, Inc. (incorporated herein by reference to
Exhibit 10.19 to Registrant's Annual Report on Form 10-K for
the fiscal year ended May 31, 1998).
*10.20 Stock Option and Long-Term Incentive Plan of 1993, as amended
to date (incorporated herein by reference to Exhibit 10.20 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended May 28, 2000).
10.21 Standstill Agreement with CPC International, Inc. dated
October 17, 1994 (incorporated herein by reference to Exhibit
10.21 to Registrant's Annual Report on Form 10-K for the
fiscal year ended May 28, 2000).
* Items that are management contracts or compensatory plans or arrangements
required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.
-11-
Exhibit No. Description
----------- -----------
*10.22 1998 Senior Management Stock Plan, as amended to date
(incorporated herein by reference to Exhibit 10.22 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended May 28, 2000).
10.23 Amendment No. 1 dated as of July 16, 2000, to the Rights
Agreement dated as of December 11, 1995 between Registrant
and Wells Fargo Bank Minnesota, N.A. (f.k.a. Norwest Bank
Minnesota, N.A.) (incorporated by reference to Exhibit 1 to
Registrant's Report on Form 8-A/A dated July 25, 2000).
12 Statement of Ratio of Earnings to Fixed Charges (contained on
page 16 of this Report).
13 2001 Annual Report to Stockholders (only those portions
expressly incorporated by reference herein shall be deemed
filed with the Commission).
21 List of Subsidiaries of General Mills, Inc.
23 Consent of KPMG LLP (contained on page 9 of this Report).
99.1 364-Day Credit Agreement, dated as of January 24, 2001, among
the Registrant, The Chase Manhattan Bank, as Administrative
Agent, and the other financial institutions party thereto
(incorporated by reference to Exhibit 99.1 to Registrant's
Quarterly Report on Form 10-Q for the period ended February
25, 2001).
99.2 Five Year Credit Agreement, dated as of January 24, 2001,
among the Registrant, The Chase Manhattan Bank, as
Administrative Agent, and the other financial institutions
party hereto (incorporated by reference to Exhibit 99.2 to
Registrant's Quarterly Report on Form 10-Q for the period
ended February 25, 2001).
(b) REPORTS ON FORM 8-K.
On April 13, 2001, the Registrant filed a Form 8-K to report that the
Registrant and Diageo plc had entered into an amendment to the Agreement
and Plan of Merger dated as of July 16, 2000, under which the Registrant
agreed to acquire the worldwide businesses of The Pillsbury Company.
-12-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GENERAL MILLS, INC.
Dated: August 15, 2001
By: /s/ S. S. MARSHALL
----------------------------------------
S. S. Marshall
SENIOR VICE PRESIDENT, CORPORATE AFFAIRS,
GENERAL COUNSEL AND SECRETARY
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 AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ STEPHEN R. DEMERITT Director 7/26/01
----------------------------- Vice Chairman ------------
(Stephen R. Demeritt)
/s/ L. DE SIMONE Director 7/26/01
----------------------------- ------------
(Livio D. DeSimone)
/s/ W.T. ESREY Director 7/29/01
----------------------------- ------------
(William T. Esrey)
/s/ R.V. GILMARTIN Director 7/27/01
----------------------------- ------------
(Raymond V. Gilmartin)
/s/ JUDITH RICHARDS HOPE Director 7/26/01
----------------------------- ------------
(Judith R. Hope)
/s/ ROBERT L. JOHNSON Director 7/26/01
----------------------------- ------------
(Robert L. Johnson)
/s/ HEIDI G. MILLER Director 7/27/01
----------------------------- ------------
(Heidi G. Miller)
/s/ S.W. SANGER Chairman of the Board and 8/01/01
----------------------------- Chief Executive Officer ------------
(Stephen W. Sanger)
/s/ A. MICHAEL SPENCE Director 7/26/01
----------------------------- ------------
(A. Michael Spence)
-13-
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DOROTHY A. TERRELL Director 7/26/01
----------------------------- ------------
(Dorothy A. Terrell)
/s/ R.G. VIAULT Director 7/26/01
----------------------------- Vice Chairman ------------
(Raymond G. Viault)
/s/ KENNETH L. THOME Senior Vice President, 7/26/01
----------------------------- Financial Operations ------------
(Kenneth L. Thome) (Principal Accounting Officer)
-14-
GENERAL MILLS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(IN MILLIONS)
[Download Table]
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
------------------------------ -------- -------- -------- --------
ADDITIONS
BALANCE AT CHARGED TO DEDUCTIONS BALANCE
BEGINNING COSTS AND FROM AT END OF
DESCRIPTION OF PERIOD EXPENSES RESERVES PERIOD
----------- ---------- -------- -------- ------
ALLOWANCE FOR POSSIBLE LOSSES
ON ACCOUNTS RECEIVABLE:
Year ended May 27, 2001 ...... $ 5.8 $ 1.0 $ 1.9 (a) $ 5.7
(.8)(b)
---- ---- ----- -----
Total .................... $ 5.8 $ 1.0 $ 1.1 $ 5.7
==== ==== ===== ====
Year ended May 28, 2000 ...... $ 4.7 $ 3.4 $ 3.7 (a) $ 5.8
(1.4)(b)
---- ---- ----- -----
Total .................... $ 4.7 $ 3.4 $ 2.3 $ 5.8
==== ==== ===== ====
Year ended May 30, 1999 ...... $ 4.2 $ .6 $ .6 (a) $ 4.7
(.5)(b)
---- ---- ---- -----
Total .................... $ 4.2 $ .6 $ .1 $ 4.7
==== ==== ==== ====
VALUATION ALLOWANCE FOR
DEFERRED TAX ASSETS:
Year ended May 27, 2001 5.1 -- 2.3 2.8
Year ended May 28, 2000 5.0 .1 -- 5.1
Year ended May 30, 1999 10.3 -- 5.3 5.0
RESTRUCTURING CHARGES:
Year ended May 27, 2001 10.4 11.7 13.0(c) 9.1
Year ended May 28, 2000 44.6 -- 34.2(c) 10.4
Year ended May 30, 1999 30.5 40.7 26.6(c) 44.6
Notes:
(a) Bad debt write-offs.
(b) Other adjustments and reclassifications.
(c) Net Amounts utilized for restructuring activities.
-15-
EXHIBIT 12
GENERAL MILLS, INC.
RATIO OF EARNINGS TO FIXED CHARGES
[Enlarge/Download Table]
FISCAL YEAR ENDED
--------------------------------------------------------
May 27, May 28, May 30, May 31, May 25,
2001 2000 1999 1998 1997
-------------------------------------------------------------------------------------------
Ratio of Earnings to Fixed Charges 5.29 6.25 6.67 5.63 6.54
For purposes of computing the ratio of earnings to fixed charges, earnings
represent pretax income from operations, plus pretax earnings or losses of joint
ventures, plus fixed charges, less adjustment for capitalized interest. Fixed
charges represent gross interest expense plus one-third (the proportion deemed
representative of the interest factor) of rents of continuing operations.
-16-
EXHIBIT INDEX
10.4 Amended and Restated Executive Incentive Plan, as amended to date.
10.5 Management Continuity Agreement, as amended to date.
10.12 General Mills, Inc. Deferred Compensation Plan, as amended to date.
10.16 Protocol and Addendum No. 1 to Protocol of Cereal Partners Worldwide
dated November 21, 1989.
12 Statement of Ratio of Earnings to Fixed Charges (contained on page 16
of this Report).
13 2001 Annual Report to Stockholders (only those portions expressly
incorporated by reference herein shall be deemed filed with the
Commission).
21 List of Subsidiaries of General Mills, Inc.
23 Consent of KPMG LLP (contained on page 9 of this Report).
-17-
Dates Referenced Herein and Documents Incorporated by Reference
3 Subsequent Filings that Reference this Filing
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