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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 26, 2002
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
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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 $39.70 per share as reported on the
New York Stock Exchange on July 25, 2002: $11,411.7 million.
Number of shares of Common Stock outstanding as of July 25, 2002:
367,756,985 (including 11,428 shares set aside for the exchange of shares of
Ralcorp Holdings, Inc. and excluding 134,549,679 shares held in the treasury).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement for its 2002
Annual Meeting of Stockholders are incorporated
by reference into Part III, and portions of Registrant's 2002 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 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 operates
exclusively in the consumer foods industry. The Company's multiple operating
segments are organized generally by product categories. Following the
acquisition of The Pillsbury Company (described below), the Company restructured
its management organization and aggregated its businesses into three reportable
segments: 1) U.S. Retail; 2) Bakeries and Foodservice; and 3) International.
U.S. Retail consists of cereals, meals, refrigerated and frozen dough products,
baking products, snacks, yogurt and health venture activities. The Bakeries and
Foodservice segment consists of products marketed to retail and wholesale
bakeries and offered to the commercial and non-commercial foodservice sectors
throughout the United States and Canada, such as restaurants and school
cafeterias. The International segment is made up of retail business outside the
United States and foodservice business outside of the United States and Canada.
A more detailed description of the product categories for each reportable
segment is set forth below.
On October 31, 2001, General Mills completed the acquisition of the
worldwide businesses of The Pillsbury Company from Diageo plc ("Diageo") in a
stock and cash transaction that included 134 million shares of General Mills
common stock, together with cash paid to Diageo and assumed debt of Pillsbury
totaling $3,830 million. On November 1, 2001, under the terms of a stockholders
agreement, Diageo exercised a put option to sell to General Mills 55 million
shares of General Mills common stock at a price of $42.14 per share. The 79
million shares of General Mills common stock retained by Diageo were valued at
$3,576 million. Therefore, the total stock consideration was $5,894 million, and
the total acquisition consideration was approximately $9,724 million. In
addition to the payments described above, General Mills may be required to pay
Diageo, on April 30, 2003, up to $395 million, depending on General Mills' stock
price and the number of General Mills shares that Diageo continues to hold on
that date. If the average of the daily high and low price per share of the
Company's stock for the 20 full trading days preceding April 30, 2003 is less
than $49 per share, Diageo will receive an amount per share equal to the
difference between $49 and the actual General Mills stock price, up to a maximum
of $5 per share. If the Company's stock price is $49 per share or more, Diageo
will not receive any additional payment. For a more detailed description of the
Pillsbury acquisition, please see Note Two to Consolidated Financial Statements
appearing on page 25 through 27 of the Company's 2002 Annual Report to
Stockholders which is incorporated herein by reference.
Since the completion of the acquisition, activities related to the
integration of Pillsbury and the Company have included combining selling
organizations, merging benefit plans and payroll systems, combining all U. S.
businesses under a single invoicing system and reconfiguring certain
manufacturing facilities. The integration of the Pillsbury businesses and
operations will continue throughout fiscal 2003.
The Company's combination with Pillsbury is expected to produce cost
synergies of $350 million in fiscal 2003 and $475 million by the end of the
second full year of integration.
In order to obtain regulatory clearance for the acquisition of Pillsbury,
the Company arranged to divest certain businesses. On November 13, 2001,
International Multifoods Corporation (IMC) purchased the Pillsbury dessert and
specialty products businesses as well as certain General Mills' brands and the
General Mills' Toledo production facilities for $316 million. After-tax cash
proceeds from this transaction were used to reduce the debt incurred in the
Pillsbury acquisition. Pursuant to the agreement with IMC, General Mills also
agreed to purchase and install certain equipment and to convert the Toledo, Ohio
production facility to produce the dessert and specialty products for the
divested businesses at an estimated cost to General Mills of $70 million, of
which $47 million has been expended through May 26, 2002.
In addition, Pillsbury had a 50 percent equity interest in Ice Cream
Partners USA LLC (ICP), a joint venture Pillsbury formed with Nestle USA during
fiscal 2000 for the manufacture, marketing and distribution of Haagen-Dazs and
Nestle ice cream products in the United States. On December 26, 2001, Nestle USA
exercised its right, triggered by the change of ownership of Pillsbury, to buy
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the 50 percent stake of ICP that it did not already own. Nestle USA paid General
Mills approximately $641 million for its 50 percent of the joint venture and a
long-term, paid-in-full license for the HAAGEN-DAZS brand in the United States.
BUSINESS SEGMENTS
U.S. RETAIL
In the United States, General Mills markets its retail products primarily
through its own sales organization, supported by advertising and other
promotional activities. These products primarily are distributed directly to
retail food chains, cooperatives, membership stores and wholesalers. Certain
food products, such as yogurt and some refrigerated products, are sold through
distributors and brokers. The Company's principal product categories in the U.S.
Retail segment are as follows:
BIG G 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, WHEATIES RAISIN BRAN, FROSTED WHEATIES, WHEATIES ENERGY CRUNCH, 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, BASIC 4, and HARMONY. The Company also
offers Big G MILK 'N CEREAL BARS in four FLAVORS. In 2002, the Company
introduced FROSTED MINI CHEX and CHEX MORNING MIX, a portable cereal in a
single-serve pouch.
MEALS. General Mills manufactures and sells several lines of convenient
dinner products, including 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 shelf stable microwavable meals under
the BOWL APPETIT! trademark. With the acquisition of Pillsbury, the Company has
added OLD EL PASO Mexican foods and dinner kits, PROGRESSO soups and ingredients
and GREEN GIANT canned and frozen vegetables and meal starters to its convenient
meal products.
PILLSBURY USA. General Mills manufactures and sells refrigerated and frozen
dough products, frozen breakfast products and frozen pizza and snack products
through the Pillsbury USA division. Refrigerated dough products marketed under
the PILLSBURY brand include GRANDS! biscuits and sweet rolls, BIG COUNTRY and
GOLDEN LAYERS' biscuits, PILLSBURY READY TO BAKE and BIG DELUXE CLASSICS
cookies, and PILLSBURY rolls, biscuits, cookies, breads and pie crust. Frozen
dough product offerings include HOME BAKED CLASSICS biscuits, rolls and other
bakery goods. Breakfast products sold under the PILLSBURY trademark include
TOASTER STRUDEL, TOASTER SCRAMBLES and PILLSBURY frozen pancakes and waffles.
All the breakfast and refrigerated and frozen dough products incorporate the
well-known DOUGHBOY logo. Frozen pizza and snack products are marketed under the
TOTINO'S and JENO'S trademarks.
BAKING PRODUCTS. General Mills makes and sells a line of dessert mixes
under the BETTY CROCKER trademark, including SUPERMOIST cake mixes, 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.
SNACKS. 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 and GUSHERS; a line of snack mix products
including CHEX MIX and GARDETTO'S Snack mix; and savory snacks marketed under
the name BUGLES.
YOPLAIT-COLOMBO/HEALTH VENTURES. General Mills manufactures and sells
yogurt products, including YOPLAIT ORIGINAL, YOPLAIT LIGHT, CUSTARD STYLE, TRIX,
YUMSTERS, GO-GURT, yogurt in a tube for children, and EXPRESSE, an
adult-oriented yogurt packaged in a portable tube. In fiscal 2002, the Company
also introduced YOPLAIT WHIPS!, a mousse-like yogurt and YOPLAIT NOURICHE, a
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meal replacement yogurt drink. The Company also manufactures and sells a variety
of refrigerated cup yogurt products under the COLOMBO brand name. As part of its
health ventures activities, 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.
BAKERIES AND FOODSERVICE
General Mills markets mixes and unbaked, par-baked and fully baked dough
products to retail, supermarket and wholesale bakeries under the PILLSBURY and
GOLD MEDAL trademarks. In addition, General Mills sells flour to bakery,
foodservice and manufacturing customers. The Company also markets dough
products, branded baking mixes, cereals, snacks, dinner and side dish products,
refrigerated and soft-serve frozen yogurt, and custom products to outlets like
restaurants, including quick serve restaurants, school cafeterias, convenience
stores and vending companies.
INTERNATIONAL
The Company's international businesses consist of operations and sales in
Canada, Latin America, Europe and Asia/Pacific. Outside the U.S., the Company's
products are manufactured in 16 countries and distributed in over 100 countries.
In Canada, the Company markets products in many categories, including cereals,
meals, refrigerated dough products, baking products and snacks. Outside of North
America, the Company offers numerous local brands in addition to such
internationally recognized brands as HAAGEN-DAZS ice cream, OLD EL PASO Mexican
foods, GREEN GIANT vegetables, PILLSBURY dough products and mixes, BETTY CROCKER
mixes and BUGLES snacks. The Company also sells mixes and dough products to
bakery and foodservice customers outside of the United States and Canada. These
international businesses are managed through wholly owned subsidiaries and joint
ventures with sales and marketing organizations in 32 countries.
Additional geographic information is incorporated herein by reference from
Note 18 to Consolidated Financial Statements appearing on pages 38 and 39 of the
Company's 2002 Annual Report to Stockholders.
FINANCIAL INFORMATION ABOUT REPORTABLE SEGMENTS
The following tables set forth the percentage of net sales and operating
profit before unusual items from each reportable segment:
% of Net Sales
For Fiscal Years Ended May
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2002 2001 2000
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U.S. Retail 77% 88% 88%
Bakeries and Foodservice 13 7 7
International 10 5 5
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Total Segment Net Sales 100% 100% 100%
% of Operating Profit Before Unusual Items
For Fiscal Years Ended May
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2002 2001 2000
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U.S. Retail 85% 91% 91%
Bakeries and Foodservice 12 8 7
International 3 1 2
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Total Segment Operating Profit 100% 100% 100%
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Financial information for the Company's reportable business segments is
incorporated herein by reference from Note 18 to Consolidated Financial
Statements appearing on pages 38 and 39 of the Company's 2002 Annual Report to
Stockholders.
JOINT VENTURES
In addition to its consolidated operations, the Company manufactures and
sells products through several joint ventures.
DOMESTIC JOINT VENTURES. The Company has a 50 percent 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
soymilk in July 2001.
INTERNATIONAL JOINT VENTURES. The Company has a 50 percent equity interest
in Cereal Partners Worldwide (CPW), a joint venture with Nestle, S.A., that
competes in more than 80 countries and republics. The following cereal products
were marketed by CPW under the umbrella NESTLE trademark in fiscal 2002: CHOCO
CLUSTERS, LION, NESFIT, SPORTIES, 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 and cereal bars in several European
countries.
Snack Ventures Europe (SVE), the Company's joint venture with PepsiCo,
Inc., manufactures and sells snack foods in Holland, France, Belgium, Spain,
Portugal, Greece, the Baltics, Hungary, and Russia. The Company has a 40.5
percent equity interest in SVE.
As a result of the Pillsbury acquisition, the Company has a 50 percent
interest in each of five joint ventures for the manufacture, distribution and
marketing of HAAGEN-DAZS frozen ice cream products and novelties in the
following countries: Japan, Korea, Taiwan, Thailand and the Philippines. The
Company also has a 50 percent interest in Seretram, a joint venture with Co-op
de Pau for the production of Green Giant canned corn in France.
See Note Four to Consolidated Financial Statements appearing on pages 27
and 28 of the Company's 2002 Annual Report to Stockholders, incorporated into
this description by reference.
COMPETITION
The consumer foods market is highly competitive, with numerous competitors
of varying sizes in the United States and throughout the world. The Company's
principal strategies for competing in the marketplace include superior product
quality, innovative advertising, product promotion, product innovations and
price. In most product categories, the Company competes not only with other
widely advertised branded products of major companies, but also with generic
products and private label products, which are generally sold at lower prices.
Internationally, the Company primarily competes with local manufacturers, and
each country includes a unique group of competitors.
CUSTOMERS
During fiscal 2002, one customer, Wal-Mart Stores, Inc., accounted for
approximately 12 percent of the Company's net sales.
SEASONALITY
In general, demand for the Company's products is evenly balanced throughout
the year. However, demand for the Company's 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. Internationally,
demand for HAAGEN-DAZS ice cream is higher during the summer months and demand
for the baking mix and dough products 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, the Company's international net sales are
generally evenly balanced throughout the year.
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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 set forth in italics in the
business discussions above.
As part of the sale to IMC of certain Pillsbury dessert and specialty
product businesses, IMC received an exclusive royalty-free license to use the
DOUGHBOY trademark and PILLSBURY brand in the desserts and baking mix
categories. The licenses are renewable without cost in 20-year increments at
IMC's discretion.
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. With the exception of 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, dairy products, vegetables, fruits, meats, other
agricultural products, vegetable oils, plastic and paper packaging materials,
operating supplies and energy. General Mills has some long-term fixed price
contracts, but the majority of such raw materials are purchased on the open
market. 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 29
through 31 of the Company's 2002 Annual Report to Stockholders, incorporated
into this section by reference and the "Market Risk Management" section of the
Report's "Management's Discussion and Analysis" appearing on page 17 of the
Company's 2002 Annual Report to Stockholders, incorporated herein by reference.
CAPITAL EXPENDITURES. During the three fiscal years ended May 26, 2002,
General Mills' aggregate capital expenditures amounted to $1,081 million, not
including the cost of acquired companies. The Company expects to spend
approximately $750 million for such purposes in fiscal 2003, including
construction costs to expand the Company's headquarters and costs of integrating
Pillsbury into the Company's information systems.
RESEARCH AND DEVELOPMENT. Major research and development facilities are
located at the Pillsbury Technical Center in Minneapolis, Minnesota and the
James Ford Bell Technical Center in Golden Valley (suburban Minneapolis),
Minnesota. With a staff of approximately 1,100, these research facilities are
responsible for most of the food research for the Company. Research and
development expenditures amounted to $131 million in fiscal 2002, $83 million in
fiscal 2001 and $77 million in fiscal 2000. 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.
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EMPLOYEES. At May 26, 2002, General Mills had 29,859 employees.
ENVIRONMENTAL MATTERS. As of June, 2002, the Company was involved with the
following active cleanup sites associated with the alleged release or threatened
release of hazardous substances or wastes:
SITE CHEMICAL OF CONCERN
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Central Steel Drum, Newark, NJ no single hazardous material specified
East Hennepin, Minneapolis, MN trichloroethylene
GBF/Pittsburgh, Antioch, CA no single hazardous material specified
Gloucester, MA petroleum fuel products
King's Road Landfill, Toledo, OH no single hazardous material specified
Kipp, KS carbon tetrachloride
Lorentz Barrel, San Jose, CA no single hazardous material specified
NL Industries, Granite City, IL lead
Northside Sanitary Landfill, Zionsville, IN no single hazardous material specified
Operating Industries, Los Angeles, CA no single hazardous material specified
PCB Treatment, Kansas City, MO PCBs
Pennsauken Landfill, Pennsauken, NJ no single hazardous material specified
PET, St. Louis, MO tetrachloroethylene
Sauget Landfill, Sauget, IL no single hazardous material specified
Shafer Metal Recycling, Minneapolis, MN lead
Safer Textiles, Moonachie, NJ tetrachloroethylene
Stuckey's, Doolittle, MO petroleum fuel products
Try-Chem, Milwaukee, WI no single hazardous material specified
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.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company, together with their ages and
business experience, are summarized below:
Randy G. Darcy, age 51, 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.
Rory A. M. Delaney, age 57, is Senior Vice President, Strategic Technology
Development. Mr. Delaney joined the Company in this position in 2001 from The
Pillsbury Company where he spent a total of 8 years, last serving as Senior Vice
President of Technology, responsible for the development and application of food
technologies for Pillsbury's global operations. Prior to joining the Pillsbury
Company, Mr. Delaney spent 18 years in the Frito-Lay/PepsiCo business, last
serving as Senior Vice President of Technology for Frito-Lay, North America.
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Stephen R. Demeritt, age 58, is Vice Chairman of the Company, with
responsibility for General Mills' cereal, snacks and yogurt businesses, General
Mills Canada, consumer insights and advertising, Small Planet Foods, and the 8th
Continent, Cereal Partners Worldwide and Snack Ventures Europe joint ventures.
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, our global cereal joint
venture with Nestle.
James A. Lawrence, age 49, is Executive Vice President, Chief Financial
Officer, with additional responsibility for international operations. 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.
Siri S. Marshall, age 54, 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. Ms. Marshall joined the Company
in 1994 from Avon Products, Inc. where she spent 15 years, last serving as
Senior Vice President, General Counsel and Secretary.
Michael A. Peel, age 52, is Senior Vice President, Human Resources and
Corporate Services. Mr. Peel joined the Company in this position in 1991 from
PepsiCo where he spent 14 years, last serving as Senior Vice President, Human
Resources, responsible for PepsiCo Worldwide Foods.
Jeffrey J. Rotsch, age 52, is Senior Vice President, with overall
responsibility for Consumer Food 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 cereals. He was elected Senior Vice President
in 1993 and named to his present position in November 1997.
Stephen W. Sanger, age 56, 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 cereals. He
was elected a Senior Vice President in 1989, an Executive Vice President in
1991, Vice Chairman in 1992 and President in 1993. He is a director of Target
Corporation and Donaldson Company, Inc. and Chairman of the Board of Directors
of Grocery Manufacturers of America.
Danny L. Strickland, age 53, 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.
Kenneth L. Thome, age 54, 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 58, is Vice Chairman of the Company with
responsibility for General Mills' meals, baking products, and Pillsbury USA and
bakeries and foodservice businesses. 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. Mr. Viault is a director of VF
Corporation and Newell Rubbermaid Inc.
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
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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
This Report contains or incorporates by reference forward looking
statements with respect to annual or long-term goals of the Company. The Company
and its representatives also may from time to time make written or oral
forward-looking statements, 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 future volume and
earnings could be affected by difficulties resulting from the Pillsbury
acquisition, such as integration problems, failure to achieve synergies,
difficulty consolidating manufacturing capacity, unanticipated liabilities,
inexperience in new business lines, and changes in the competitive environment.
The Company's future results also could be affected by a variety of additional
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; 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 facilities are
Company-owned, and are located in the Minneapolis, Minnesota metropolitan area.
General Mills owns and operates numerous manufacturing facilities, and maintains
many sales and administrative offices and warehouses, mainly in the United
States. Other facilities are operated in Canada, and elsewhere around the world.
In addition to owned facilities, the Company acquired 583,885 square feet of
leased office space in Minneapolis with the acquisition of the Pillsbury
business. A portion of this space has been sublet and the Company intends to
sublet the remaining space upon completion of the headquarters office addition.
Please see Note 17 to Consolidated Financial Statements appearing on pages 37
and 38 of the Company's 2002 Annual Report to Stockholders which is incorporated
herein by reference.
8
As of May 2002, General Mills operated 91 food production facilities for a
wide variety of food products. Of these plants, 54 are located in the United
States, 11 in Europe, 11 in Asia, eight in Canada and Mexico, six in Latin
America and one in Africa.
The Company owns wheat flour mills at seven locations: Avon, Iowa; Buffalo,
New York; Great Falls, Montana; Johnson City, Tennessee; Kansas City, Missouri;
Vallejo, California; and Vernon, California. The Company operates 11 terminal
grain elevators and has country grain elevators in 34 locations, primarily in
Idaho and Montana.
General Mills also owns or leases warehouse space aggregating approximately
16,500,000 square feet, of which approximately 11,400,000 square feet are
leased. A number of sales and administrative offices are maintained in the
United States, Canada, and elsewhere around the world, totaling 2,900,000 square
feet.
ITEM 3. LEGAL PROCEEDINGS.
In management's opinion, there were no claims or litigation pending at May
26, 2002, 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
page 6 of this report, 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 19 to Consolidated Financial Statements and in
the Six-Year Financial Summary appearing on pages 39 and 18 of Registrant's 2002
Annual Report to Stockholders is incorporated into this report by reference. As
of July 25, 2002, the number of record holders of common stock was 38,047. The
Company's common stock ($.10 par value) is listed on the New York Stock
Exchange.
ITEM 6. SELECTED FINANCIAL DATA.
The information for fiscal years 1998 through 2002 contained in the
Six-Year Financial Summary on page 18 of Registrant's 2002 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 "Management's Discussion and
Analysis" on pages 12 through 17 of Registrant's 2002 Annual Report to
Stockholders is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information in the "Market Risk Management" subsection of the section
entitled "Management's Discussion and Analysis" on page 17 of Registrant's 2002
Annual Report to Stockholders is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information on pages 20 through 39 of Registrant's 2002 Annual Report
to Stockholders is incorporated herein by reference.
9
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 Statement for
its 2002 Annual Meeting of Stockholders is incorporated herein by reference.
Certain information regarding the Registrant's executive officers is set forth
under the caption "Executive Officers of the Registrant" in Part I of this
Report.
ITEM 11. EXECUTIVE COMPENSATION.
The information contained on pages 25 through 31 of Registrant's definitive
Proxy Statement for its 2002 Annual Meeting of Stockholders 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 AND
RELATED STOCKHOLDERS MATTERS.
(a) The information contained in the section entitled "Stock Ownership of
General Mills Directors and Officers" contained in Registrant's definitive
Proxy Statement for its 2002 Annual Meeting of Stockholders is incorporated
herein by reference.
(b) The following table provides information about General Mills common stock
that may be issued upon the exercise of stock options and stock units under
all of the Registrant's equity compensation plans in effect as of May 26,
2002.
EQUITY COMPENSATION PLAN INFORMATION
-----------------------------------------------------------------------------------------------------------------
PLAN CATEGORY NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE EXERCISE NUMBER OF SECURITIES
ISSUED UPON EXERCISE OF PRICE OF OUTSTANDING REMAINING AVAILABLE FOR
OUTSTANDING OPTIONS, OPTIONS, WARRANTS AND FUTURE ISSUANCE UNDER
WARRANTS AND RIGHTS RIGHTS EQUITY COMPENSATION
PLANS (EXCLUDING
SECURITIES REFLECTED IN
THE FIRST COLUMN)
(a) (b) (c)
-----------------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION PLANS 47,259,001 $32.77 7,077,803
APPROVED BY SECURITY
HOLDERS (1)
-----------------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION PLANS NOT 24,130,414 $41.96 2,271,038
APPROVED BY SECURITY
HOLDERS (2)
-----------------------------------------------------------------------------------------------------------------
TOTAL 71,389,415 $35.88 9,348,841
-----------------------------------------------------------------------------------------------------------------
(1) Includes stock options and stock units granted under the following
shareholder-approved plans: Executive Incentive Plan, 1998 Senior
Management Stock Plan, 1995 Salary Replacement Stock Option Plan, and
2001 Compensation Plan for Non-Employee Directors, and the following
shareholder-approved plans, which have been discontinued: Stock Option
and Long-Term Incentive Plan of 1988, 1990 Stock Plan for Non-Employee
Directors, 1990 Salary Replacement Stock Option Plan, Stock Option and
Long-Term Incentive Plan of 1993, and 1996 Compensation Plan for
Non-Employee Directors. No awards may be granted under any of the
discontinued plans.
Column (a) includes 179,935 stock units granted to key employees and
non-employee directors under the following plans: Executive Incentive
Plan, 2001 Compensation Plan for Non-Employee Directors, Long-Term
Incentive Plan of 1993, 1996 Compensation Plan for Non-Employee
Directors and 37,302 stock units granted to key employees but deferred
under the following plans: Executive Incentive Plan and Stock Option
Long-Term Incentive Plan of 1993.
10
Column (c) excludes restricted stock units to be awarded under the
Executive Incentive Plan that are tied to the amount of an executive's
incentive award, which is based on Company and individual performance.
The Plan imposes a limit on the amount of an executive's annual
incentive award.
(2) Column (a) includes 88,219 stock units and 8,000 deferred stock units
granted to employees under the 1998 Employee Stock Plan. Also, the
column includes 499 stock units, representing dividend equivalents
credited based on dividends paid on the Company's common stock that
are reinvested and deferred in additional stock units, and 842 stock
units, representing the Company's matching contributions in common
stock allocable to incentive compensation and restricted stock granted
under various stock plans and deferred under the Deferred Compensation
Plan.
1998 Employee Stock Plan
------------------------
In June 1998, the Board of Directors adopted the 1998 Employee Stock
Plan, which became effective September 28, 1998. All employees of the
Company are eligible to receive grants of stock options, restricted
stock or restricted stock units under the Plan. Non-qualified stock
options are available for grant under the Plan at an option price that
is 100% of the fair market value on the date the option is granted.
Stock options expire within 10 years and one month following the grant
date and generally become exercisable in four years. Awards of
restricted stock and restricted stock units under the Plan are limited
to 15% of the authorized shares. The Plan contains provisions covering
the treatment of stock options, restricted stock and stock units upon
an employee's resignation, retirement or death. In the event of a
change of control of the Company, stock options, restricted stock and
stock units granted under the Plan will immediately vest, stock
options will become exercisable, and restricted stock and common stock
and dividend equivalents to be issued in respect of stock units will
be immediately distributed to an employee. 28,000,000 shares are
authorized for issuance under the Plan.
Deferred Compensation Plan
--------------------------
The Company's Deferred Compensation Plan was approved by the
Compensation Committee of the Board of Directors and became effective
on May 1, 1984. The Plan is a non-qualified compensation plan that
provides for the deferral of cash incentives, common stock issued
under the Company's stock option plans, restricted stock and
restricted stock units issued under the Company's various stock plans.
An employee can elect to defer up to 100% of annual incentive
compensation, receipt of shares of common stock resulting from a
stock-for-stock exercise of stock options under the Company's stock
option plans, shares of common stock attributable to nonvested
restricted stock or restricted stock units under the Company's
restricted stock plans. Certain key and highly compensated management
employees of the Company are eligible to participate and defer
compensation under the Plan.
DEFERRED CASH OR STOCK UNIT ACCOUNT. A deferred cash incentive
compensation account is established for each participant electing to
defer such compensation. Each participant's deferred cash account is
credited monthly with a rate of return based on the investment
performance of participant-selected 401(k) Savings Plan funds for the
prior month. A deferred stock unit account is established for an
employee electing to defer receipt of common stock under a stock
option grant or shares of restricted stock or restricted stock units
under the Company's stock plans. Dividend equivalent amounts can be
paid out to the employee or credited to an employee's account to
reflect dividends paid on the Company's common stock, based on the
number of stock units deferred and credited to an employee's deferred
account.
COMPANY CONTRIBUTIONS IN CASH AND STOCK. The Company credits the
deferred cash account of each participant in the Plan with an
additional amount that will equal the value of the employer matching
contributions that the Company would have otherwise made to the
participant's 401(k) Savings Plan account if the employee had not
deferred compensation under the Plan. The Company credits the deferred
stock unit account of each participant in the Plan with additional
stock units in an amount equal to the value of the employer matching
contributions that the Company would have otherwise made to the
employee's 401(k) Savings Plan account if the employee had not
deferred compensation under the Plan.
PROVISIONS COVERING RESIGNATION, RETIREMENT, DEATH AND CHANGE OF
CONTROL. The Plan contains provisions covering the payout of deferred
cash and stock unit accounts upon an employee's resignation,
11
retirement or death. In the event of a change in control of the
Company, shares of common stock and cash attributable to stock units
and dividend equivalents credited to an employee's deferred stock unit
account under the Plan will be immediately distributed. In addition, a
trust has been established to hold Company assets as a reserve for the
discharge of certain Company obligations under the Plan in the event
of a change of control.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information contained on pages 10 through 12 of Registrant's definitive
Proxy Statement for its 2002 Annual Meeting of Stockholders is incorporated
herein by reference.
- ------------------------
The Company's Annual Report on Form 10-K for the fiscal year ended May 26, 2002,
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.
12
INDEPENDENT AUDITORS' REPORT
The Stockholders and the Board of Directors
General Mills, Inc.:
Under date of June 24, 2002, we reported on the consolidated balance sheets
of General Mills, Inc. and subsidiaries as of May 26, 2002 and May 27, 2001 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 26, 2002,
as contained in the 2002 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 26, 2002. 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 24, 2002
CONSENT OF KPMG LLP
The Board of Directors
General Mills, Inc.:
We consent to incorporation by reference in the Registration Statements
(No. 2-49637 and 333-75808) 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, 333-65313, 333-90010, and
333-90012) on Form S-8 of General Mills, Inc. of our report dated June 24, 2002,
relating to the consolidated balance sheets of General Mills, Inc. and
subsidiaries as of May 26, 2002 and May 27, 2001 and the related consolidated
statements of earnings, stockholders' equity, cash flows and our report dated
June 24, 2002 on the related financial statement schedule for each of the fiscal
years in the three-year period ended May 26, 2002, which reports are included or
incorporated by reference in the May 26, 2002 annual report on Form 10-K of
General Mills, Inc.
/s/ KPMG LLP
Minneapolis, Minnesota
August 13, 2002
13
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 26,
2002, May 27, 2001 and May 28, 2000 (incorporated herein by reference
to page 20 of the Registrant's 2002 Annual Report to Stockholders).
Consolidated Balance Sheets at May 26, 2002 and May 27, 2001
(incorporated herein by reference to page 21 of the Registrant's 2002
Annual Report to Stockholders).
Consolidated Statements of Cash Flows for the Fiscal Years Ended May
26, 2002, May 27, 2001 and May 28, 2000 (incorporated herein by
reference to page 22 of the Registrant's 2002 Annual Report to
Stockholders).
Consolidated Statements of Stockholders' Equity for the Fiscal Years
Ended May 26, 2002, May 27, 2001 and May 28, 2000 (incorporated herein
by reference to page 23 of the Registrant's 2002 Annual Report to
Stockholders).
Notes to Consolidated Financial Statements (incorporated herein by
reference to pages 24 through 39 of the Registrant's 2002 Annual
Report to Stockholders).
2. FINANCIAL STATEMENT SCHEDULES:
For the Fiscal Years Ended May 26, 2002, May 27, 2001 and May 28,
2000:
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).
2.3 Second Amendment, dated as of October 31, 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 November 2, 2001).
3.1 Registrant's Restated Certificate of Incorporation, as
amended to date.
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.
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).
14
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.
4.5 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).
*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.
*10.4 Amended and Restated Executive Incentive Plan, as amended to
date (incorporated herein by reference to Exhibit 10.4 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended May 27, 2001).
*10.5 Management Continuity Agreement, as amended to date
(incorporated herein by reference to Exhibit 10.5 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended May 27, 2001).
*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 10.1 to Registrant's Report on
Form 10-Q for the period ended February 24, 2002).
*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 (incorporated herein by reference to Exhibit 10.12 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended May 27, 2001).
*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 (incorporated herein by
reference to Exhibit 10.16 to Registrant's Annual Report on
Form 10-K for the fiscal year ended May 27, 2001).
*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).
15
*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.
Exhibit No. Description
----------- -----------
*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).
*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 2001 Compensation Plan for Non-employee Directors
(incorporated herein by reference to Exhibit 10.2 to
Registrant's Report on Form 10-Q for the period ended
February 24, 2002).
12 Statement of Ratio of Earnings to Fixed Charges (contained on
page 21 of this Report).
13 2002 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 13 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).
99.3 Amendment No. 1, dated as of October 31, 2001, to 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 herein by reference to Exhibit 99.1 to
Registrant's Report on Form 8-K filed February 2, 2002).
99.4 Amendment No. 2, dated as of January 23, 2002, to 364-Day
Credit Agreement, dated as of January 24, 2001, among the
Registrant, JPMorgan Chase Bank, as Administrative Agent, and
the other financial institutions party thereto. (incorporated
herein by reference to Exhibit 99.2 to Registrant's Report on
Form 8-K filed February 2, 2002).
99.5 Amendment No. 1, dated as of October 31, 2001, to 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 thereto.
(incorporated herein by reference to Exhibit 99.3 to
Registrant's Report on Form 8-K filed February 2, 2002).
99.6 364-Day Credit Agreement, dated as of October 30, 2001, among
Registrant, Morgan Guaranty Trust Company of New York, as
Administrative Agent, and the other financial institutions
party thereto. (incorporated herein by reference to Exhibit
99.1 to Registrant's Report on Form 8-K filed November 15,
2001).
99.7 Amendment No. 1, dated as of November 9, 2001, to Credit
Agreement, dated as of October 30, 2001, among Registrant,
Morgan Guaranty Trust Company of New York, as Administrative
Agent, and the other financial institutions party thereto.
(incorporated herein by reference to Exhibit 99.2 to
Registrant's Report on Form 8-K filed November 15, 2001).
16
(b) REPORTS ON FORM 8-K.
None.
*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.
17
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 13, 2002
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 July 26, 2002
- ------------------------------ Vice Chairman
(Stephen R. Demeritt)
/s/ L. DE SIMONE Director August 13, 2002
- ------------------------------
(Livio D. DeSimone)
/s/ W.T. ESREY Director August 13, 2002
- ------------------------------
(William T. Esrey)
/s/ R.V. GILMARTIN Director August 13, 2002
- ------------------------------
(Raymond V. Gilmartin)
/s/ JUDITH RICHARDS HOPE Director July 29, 2002
- ------------------------------
(Judith R. Hope)
/s/ ROBERT L. JOHNSON Director August 5, 2002
- ------------------------------
(Robert L. Johnson)
/s/ JOHN M. KEENAN Director August 7, 2002
- ------------------------------
(John M. Keenan)
/s/ HEIDI G. MILLER Director August 8, 2002
- ------------------------------
(Heidi G. Miller)
/s/ S.W. SANGER Chairman of the Board and July 26, 2002
- ------------------------------ Chief Executive Officer
(Stephen W. Sanger)
/s/ A. MICHAEL SPENCE Director August 2, 2002
- ------------------------------
(A. Michael Spence)
18
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DOROTHY A. TERRELL Director August 13, 2002
- ------------------------------
(Dorothy A. Terrell)
/s/ R.G. VIAULT Director July 26, 2002
- ------------------------------ Vice Chairman
(Raymond G. Viault)
/s/ PAUL S. WALSH Director August 13, 2002
- ------------------------------
(Paul S. Walsh)
/s/ KENNETH L. THOME Senior Vice President, August 13, 2002
- ------------------------------ Financial Operations
(Kenneth L. Thome) (Principal Accounting Officer)
19
GENERAL MILLS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(IN MILLIONS)
Year ended
------------------------------------------
May 26, May 27, May 28,
2002 2001 2000
------ ------ ------
ALLOWANCE FOR POSSIBLE LOSSES
ON ACCOUNTS RECEIVABLE:
Balance at beginning of year $ 6 $ 6 $ 5
Additions charged to expense 3 1 3
Additions from acquisitions 15 -- --
Bad debt write-offs (2) (2) (3)
Other adjustments and reclassifications (1) 1 1
------ ------ ------
Balance at end of year $ 21 $ 6 $ 6
====== ====== ======
VALUATION ALLOWANCE FOR
DEFERRED TAX ASSETS:
Balance at beginning of year $ 3 $ 5 $ 5
Additions charged to expense 7 -- --
Reductions credited to expense -- (2) --
------ ------ ------
Balance at end of year $ 10 $ 3 $ 5
====== ====== ======
RESTRUCTURING CHARGES:
Balance at beginning of year $ 9 $ 10 $ 44
Additions charged to expense 190 12 --
Net amounts utilized for restructuring activities (83) (13) (34)
------ ------ ------
Balance at end of year $ 116 $ 9 $ 10
====== ====== ======
20
EXHIBIT INDEX
3.1 Registrant's Restated Certificate of Incorporation, as amended
to date.
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.
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.
10.3 1998 Employee Stock Plan, as amended to date.
12 General Mills, Inc. Ratio of Earnings to Fixed Charges
(contained on page 21 of this Report).
13 2002 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 13 of this Report).