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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended May 28, 1995
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from .............. to .............
Commission File Number 1-1185
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)
(612) 540-2311
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $.10 par value New York Stock Exchange
Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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. [ ]
Aggregate market value of Common Stock held by non-
affiliates of the Registrant, based on the closing price of
$52.375 per share as reported on the New York Stock Exchange on
July 20, 1995: $8,297.9 million.
Number of shares of Common Stock outstanding as of July 20,
1995: 158,433,123 (excluding 45,720,209 shares held in the
treasury).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement dated August 14, 1995
are incorporated by reference into Part III, and portions of
Registrant's 1995 Annual Report to Stockholders
are incorporated by reference into Parts I, II and IV.
PART I
Item 1. Business.
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.
On May 18, 1995, the Company sold its Gorton's division.
Gorton's is a leading marketer of frozen and canned seafood
products to the grocery and food service markets in the
United States and Canada.
On May 28, 1995, the Company made a tax-free, pro rata
distribution of the shares of Darden Restaurants, Inc., a
newly established subsidiary containing the Company's
restaurant business, to the stockholders of General Mills,
Inc. The divested restaurant business includes Red Lobster
full-service seafood restaurants in the United States and
Canada, The Olive Garden full-service Italian restaurants in
the United States and Canada, and China Coast, a new Chinese
restaurant concept. As a result of the sale of Gorton's and
the distribution of Darden, the Company's consolidated
financial statements for fiscal 1995 treat Gorton's and the
Restaurant business as discontinued operations, and prior
years' consolidated financial statements have been restated
accordingly. See Note Two to Consolidated Financial
Statements appearing on page 20 in the Company's 1995 Annual
Report to Stockholders, incorporated herein by reference.
The Company is a leading producer of packaged consumer
foods and markets its packaged food products primarily
through its own sales organizations, supported by
advertising and other promotional activities. Such products
are primarily distributed directly to retail food chains, co-
operatives, membership stores and wholesalers. Certain food
products, such as yogurt and some food service products, are
sold through distributors and brokers.
The packaged consumer foods market is highly competitive,
with numerous competitors of varying sizes. The principal
methods of competition include product quality, advertising,
promotion and price. In most of its consumer foods 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
distributed at lower prices.
Cereals. General Mills produces and sells a number of
ready-to-eat cereals, including such brands as: CHEERIOS,
HONEY NUT CHEERIOS, APPLE CINNAMON CHEERIOS, MULTI-GRAIN
CHEERIOS, WHEATIES, WHEATIES HONEY GOLD, LUCKY CHARMS, CORN
TOTAL, WHEAT TOTAL, TRIX, GOLDEN GRAHAMS, KIX, BERRY BERRY
KIX, FIBER ONE, COCOA PUFFS, CRISPY WHEATS 'N RAISINS,
CINNAMON TOAST CRUNCH, CLUSTERS, RAISIN NUT BRAN, TOTAL
RAISIN BRAN, OATMEAL CRISP, TRIPLES and BASIC 4. In fiscal
1995, the Company introduced REESE'S PEANUT BUTTER PUFFS and
SUN CRUNCHERS.
Desserts, Flour and Baking Mixes. General Mills makes
and sells a line of dessert mixes under the BETTY CROCKER
trademark, including SUPERMOIST layer cakes, CREAMY DELUXE
and WHIPPED DELUXE ready-to-spread frostings, SUPREME
BROWNIE MIX, SUPREME DESSERT BARS, muffin mixes, CREAMY
CHILLED DESSERTS and a new line, SWEET REWARDS fat-free
snack cake mixes. The Company markets a variety of baking
mixes under the BISQUICK trademark, sells pouch mixes under
the GOLD MEDAL name and produces family flour under the GOLD
MEDAL brand, introduced in 1880, and regional brands such as
LA PINA, ROBIN HOOD and RED BAND. The Company also engages
in grain merchandising, produces ingredient flour for
internal requirements and sells flour to bakery, foodservice
and manufacturing markets.
Dinner and Side Dish Products. General Mills
manufactures a line of BETTY CROCKER dry packaged dinner
mixes under the HAMBURGER HELPER, TUNA HELPER, and SKILLET
CHICKEN HELPER trademarks, and in June, 1995 introduced
DINNER SENSATIONS, a high value-added packaged dinner
product. Also under the BETTY CROCKER trademark, the
Company sells POTATO BUDS instant mashed potatoes, POTATO
SHAKERS flavorings and other potato and pasta specialty
mixes, such as SUDDENLY SALAD and BETTY CROCKER au gratin
and scalloped potatoes. The Company also sells BAC*O'S
garnish and salad topping.
Snack Products and Beverages. General Mills markets POP
SECRET and HBO microwave popcorn; a line of grain snacks
including NATURE VALLEY GRANOLA BARS, DUNKAROOS, and a new
lowfat chewy granola bar; a line of fruit snacks including
FRUIT ROLL-UPS, FRUIT BY THE FOOT, GUSHERS, FRUIT STRING
THING, BUGS BUNNY and TASMANIAN DEVIL; a line of fat-free
snack bars under the name SWEET REWARDS and a savory snack
marketed under the name BUGLES. The Company also produces
and sells a line of single-serving fruit juice drinks
marketed under the SQUEEZIT trademark and SQUEEZIT 100, a
100% juice beverage.
Yogurt Products. Yoplait USA manufactures and sells a
line of yogurt, including YOPLAIT ORIGINAL, YOPLAIT LIGHT,
CUSTARD STYLE, LIGHT CUSTARD STYLE, FAT FREE FRUIT ON THE
BOTTOM, TRIX, a layered yogurt for children, YOPLAIT FRUIT
ROLL-UPS, a children's yogurt with a soft core of fruit,
YOPLAIT CRUNCH 'N YOGURT and YOPLAIT LIGHT CRUNCH 'N YOGURT,
a lowfat yogurt with an overcap of crunchy toppings.
Yoplait USA also markets soft frozen yogurt in food service
channels and hardpack frozen yogurt and novelties under a
licensing arrangement. The Colombo yogurt business,
acquired in December 1993, manufactures and sells a variety
of refrigerated cup yogurt, soft frozen yogurt, and
superpremium hardpack frozen yogurt products under the
COLOMBO brand name.
International Food Operations. General Mills Canada,
Inc. manufactures and sells food products in Canada,
including BIG G ready-to-eat cereals, BETTY CROCKER dessert,
baking and packaged dinner mixes and snacks. The Company
also has an interest in a Latin American flour milling and
food operation, licenses food products for manufacture in
Europe and the Asia/Pacific region, and exports flour and
packaged products throughout the world.
International Dessert Partners L.L.C. ("IDP"), the
Company's joint venture with CPC International Inc., will
manufacture and sell baking mixes and desserts in Latin
America under a joint venture agreement executed in December
1994. The Company has a 50% equity interest in IDP. See
Note Four to Consolidated Financial Statements appearing on
page 21 of the Company's 1995 Annual Report to Stockholders,
incorporated herein by reference.
Cereal Partners Worldwide ("CPW"), the Company's joint
venture with Nestle, S.A. through various entities, competes
in more than 40 countries and republics, including, most
recently, Poland and Hong Kong. The following products
under the umbrella NESTLE trademark were marketed in fiscal
1995: TRIO, CLUSTERS, NESQUICK, MULTI-CHEERIOS, HONEY NUT
CHEERIOS, GOLDEN GRAHAMS, CINI MINIS, CHOCAPIC, TRIX,
SHREDDED WHEAT, SHREDDIES, COUNTRY CORN FLAKES, APPLE PUFFS,
HONEY STARS and KOKO KRUNCH. The Company has a 50% equity
interest in CPW. See Note Four to Consolidated Financial
Statements appearing on page 21 of the Company's 1995 Annual
Report to Stockholders, incorporated herein by reference.
Snack Ventures Europe ("SVE"), the Company's joint venture
with PepsiCo, Inc., manufactures and sells snack foods in
Holland, France, Belgium, Spain, Portugal, Greece, and
Italy, and late in fiscal 1995 began expansion into Estonia,
Hungary, Russia and Slovakia. The Company has a 40.5%
equity interest in SVE. See Note Four to Consolidated
Financial Statements appearing on page 21 of the Company's
1995 Annual Report to Stockholders, incorporated herein by
reference.
Foodservice. The Foodservice division markets General
Mills branded baking mixes, cereals, snacks and custom
products to the commercial and non-commercial sectors,
including airlines, schools, restaurants and food management
companies.
General
Trademarks and Patents. The Company's products are
marketed and businesses operated 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 segment
discussions above.
The Company considers that, taken as a whole, the rights
under its various patents, which expire from time to time,
are 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, and plastic and
paper for packaging materials. Although General Mills has
some long-term contracts, the bulk of such raw materials are
purchased on the open market. Although prices of most raw
materials will probably increase over the long term, General
Mills believes that it will be able to obtain an adequate
supply of such raw materials. Occasionally and where
possible, General Mills makes advance purchases of
commodities significant to its business in order to ensure
continuity of operations. The Company's objective is to
procure ingredients meeting both the Company's quality
standards and its production needs at the lowest total costs
to the Company. The Company's strategy is to buy these
ingredients at price levels which allow a targeted profit
margin. Since ingredients 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 of grains and vegetable oils
using exchange-traded futures and options and forward cash
contracts. 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. Sugar is not hedged since there is no viable
derivative market that meets the Company's needs.
Accordingly, the Company uses hedging 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 page 22 of the Company's
1995 Annual Report to Stockholders, incorporated herein by
reference.
Capital Expenditures. During the three fiscal years
ended May 28, 1995, General Mills expended $687 million for
capital expenditures, not including the cost of acquired
companies. The Company expects to spend approximately $170
million for such purposes in fiscal 1996.
Research and Development. The main research and
development facilities are located at the James Ford Bell
Technical Center in Golden Valley (suburban Minneapolis),
Minnesota. With a staff of approximately 750, the Center is
responsible for most of the food research for the Company.
Approximately one-half of the staff hold degrees in various
chemical, biological and engineering sciences. Research and
development expenditures (all Company-sponsored) amounted to
$59.8 million in fiscal 1995, $59.1 million in fiscal 1994
and $55.7 million in fiscal 1993. 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 28, 1995, General Mills had
approximately 9,900 employees.
Environmental Matters. As of June 30, 1995, the Company
has received notices advising it that there have been
releases or threatened releases of hazardous substances or
wastes at 11 sites, and alleging that the Company is
potentially responsible for cleaning up those sites and/or
paying certain costs in connection with those sites. 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 effect upon the capital
expenditures, earnings or competitive position of the
Company.
Segment Information. Reporting financial information
relating to industry segments of General Mills was
discontinued as of May 28, 1995 with the distribution of the
restaurant business. For a description of the distribution,
see Note Two to Consolidated Financial Statements appearing
on page 20 of the Company's 1995 Annual Report to
Stockholders, incorporated herein by reference. Geographic
financial information is found in Note Eighteen to
Consolidated Financial Statements appearing on page 29 of
the Company's 1995 Annual Report to Stockholders,
incorporated herein by reference.
Executive Officers of the Registrant
The executive officers of the Company, together with their
ages and business experience, are set forth below.
Dean Belbas, age 63, is Senior Vice President, Investor
Relations. Mr. Belbas joined General Mills in 1956, was
elected Vice President in 1977 and was elected Senior Vice
President in 1995.
Edward K. Bixby, age 59, is Senior Vice President;
President, Consumer Foods Sales and Distribution, with
additional responsibility for Foodservice. Mr. Bixby joined
the Company in 1958 and served as General Manager of several
Consumer Foods divisions. Mr. Bixby was elected Senior Vice
President, General Manager, Grocery Products Sales Division
in 1987, named President, Consumer Foods Sales in 1989 and
named to his present position in 1994.
Michael E. Cushmore, age 55, is Senior Vice President;
President, Gold Medal, a division that includes Gold Medal
and other family flour, Bisquick baking mix and Betty
Crocker desserts and baking mixes. Mr. Cushmore joined the
Company in 1966 and was named Vice President, General
Manager for the Northstar Division in 1983, Chairman of
Leeann Chin's, Inc. in 1985 and Vice President, General
Manager for the Betty Crocker Division in 1987. He was
elected to his present position in 1993.
Randy G. Darcy, age 44, is Senior Vice President,
Operations. Mr. Darcy joined the Company in 1987 and was
named Vice President, Director of Manufacturing, Technology
and Operations in 1989 and named to his present position in
1994.
Jon L. Finley, age 41, is Senior Vice President, New
Business. Mr. Finley joined the Company in 1983 and was
named President, Yoplait USA in 1991, appointed a Vice
President of the Company in 1991, named President of China
Coast in 1992 and was elected Senior Vice President and
named to his present position in 1994.
Leslie M. Frecon, age 42, is Senior Vice President,
Corporate Finance. Ms. Frecon joined the Company in 1981 as
Manager of Acquisitions and was named Director of
Acquisitions in 1983, Controller of Foodservice in 1989 and
Controller of Sperry in 1991. She was named a Vice
President of the Company in 1991 and was elected to her
present position in 1993.
Charles W. Gaillard, age 54, is President, and has been a
director of the Company since 1993. Mr. Gaillard joined the
Company in 1966, became General Manager of the Golden Valley
Division and was appointed a Vice President in 1977. He was
appointed General Manager of the Big G Division in 1979, was
elected a Senior Vice President in 1985, was named Senior
Vice President, International Foods in 1988, was elected
Executive Vice President and President and Chief Executive
Officer of CPW, S.A. in 1989 and elected Vice Chairman in
1993. He was elected to his present position in 1995.
Stephen J. Garthwaite, age 51, is Senior Vice President,
Innovation and Technology. Mr. Garthwaite joined the
Company in 1982 as Vice President, Director of Corporate
Research and was named Vice President, Research and
Development for the Betty Crocker Division in 1986. He
assumed the position of Vice President, Research and
Development for Consumer Foods in 1987, was elected Senior
Vice President, Research and Development in 1989, was named
Senior Vice President, Technology and Operations in 1990 and
was named to his present position in 1994.
Siri S. Marshall, age 47, is Senior Vice President,
General Counsel and Secretary. Ms. Marshall joined the
Company in this position in 1994 from Avon Products, Inc.
where she held the positions of Senior Vice President,
General Counsel and Secretary from 1992 to 1994 and Vice
President-Legal and Government Affairs and Secretary from
1990 to 1992.
David D. Murphy, age 43, is Senior Vice President;
President, General Mills Canada and International Foods.
Mr. Murphy joined the Company in 1976, was appointed Vice
President of Marketing Services in 1986 and subsequently
Vice President, General Manager of the Minnetonka Division
in 1988. He assumed overall responsibility for Betty
Crocker Products in 1989, when the Minnetonka and Betty
Crocker Divisions were merged. He was elected a Senior Vice
President in 1991, named President of the Big G Division in
1992 and named President of General Mills Canada and
International Foods in 1993.
Michael A. Peel, age 45, is Senior Vice President,
Personnel. Mr. Peel joined the Company in this position in
1991 from PepsiCo, Inc. where he was Senior Vice President,
Personnel, responsible for PepsiCo Worldwide Foods from 1987
to 1991.
Gary M. Rodkin, age 43, is Senior Vice President;
President, Yoplait USA. Mr. Rodkin joined the Company in
1979 and was named Vice President, Director of Marketing and
Sales, Sperry Division in 1988, Vice President, General
Manager, Grain Snacks and Beverages in 1989, President,
General Mills New Ventures in 1989, President, Yoplait USA
in 1992 and was elected to his present position in 1994.
Jeffrey J. Rotsch, age 45, is Senior Vice President;
President, Big G. Mr. Rotsch joined the Company in 1974 and
was named Vice President, Director of Marketing for the
Betty Crocker Division in 1987, Vice President, General
Manager for Betty Crocker main meals and side dishes in
1989, elected Senior Vice President in 1993 and named to his
present position in 1994.
Stephen W. Sanger, age 49, was named Chairman of the Board
and Chief Executive Officer effective May 28, 1995. He has
been a director of the Company since 1992. Mr. Sanger
joined the Company in 1974 and was named Vice President,
General Manager of the Northstar Division in 1983. He was
appointed Vice President, General Manager of New Business
Development in 1986, President of Yoplait USA in 1986,
President of the Big G Division in 1988, elected Senior Vice
President in 1989, Executive Vice President in 1991, Vice
Chairman in 1992 and President in 1993.
Austin P. Sullivan, Jr., age 55, 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 47, 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.
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 also operated in
Canada.
General Mills operates ten major consumer foods plants for
the production of cereal products, prepared mixes,
convenience foods and other food products. These facilities
are located at Albuquerque, New Mexico; Buffalo, New York;
Cedar Rapids, Iowa; Chicago, Illinois area (3); Covington,
Georgia; Lodi, California; Toledo, Ohio; and Etobicoke,
Canada. The Company owns seven flour mills located at Avon,
Iowa; Buffalo, New York; Great Falls, Montana; Johnson City,
Tennessee; Kansas City, Missouri; Vallejo, California; and
Vernon, California. The Company operates seven terminal
grain elevators and has country grain elevators in 25
locations, primarily in Idaho and Montana.
General Mills also has eight other food and beverage
production facilities with total floor space of
approximately 555,000 square feet, including 231,000 square
feet of leased space. General Mills also owns or leases
warehouse space aggregating approximately 6,014,000 square
feet, of which approximately 3,846,000 square feet are
leased. A number of sales and administrative offices are
maintained in the United States and Canada, totaling
1,687,000 square feet.
Item 3. Legal Proceedings.
In management's opinion, there were no claims or
litigation pending at May 28, 1995, the outcome of which
could have a significant effect on the consolidated
financial position of General Mills, Inc. and its
subsidiaries. See the information contained under the
section entitled "Environmental Matters," supra, for a
discussion of environmental matters in which the Company is
involved.
Item 4. Submission of Matters to a Vote of Security
Holders. - Not applicable.
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 appearing on
page 29 of Registrant's 1995 Annual Report to Stockholders
is incorporated herein by reference. As of July 20, 1995,
the number of record holders of common stock was 44,925.
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 1991 through 1995
contained in the Eleven-Year Financial Summary on page 30 of
Registrant's 1995 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 set forth in the section entitled
"Management's Discussion of Results of Operations and
Financial Condition" on pages 13 through 15 of Registrant's
1995 Annual Report to Stockholders is incorporated herein by
reference.
Item 8. Financial Statements and Supplementary Data.
The information on pages 16 through 29 of Registrant's
1995 Annual Report to Stockholders is incorporated herein by
reference.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. - Not applicable.
PART III
Item 10. Directors and Executive Officers of the
Registrant.
The information contained in the sections entitled
"Information Concerning Nominees" and "Compliance with
Section 16(a) of the Securities Exchange Act of 1934"
contained in Registrant's definitive proxy materials dated
August 14, 1995 is incorporated herein by reference.
Item 11. Executive Compensation.
The information contained on pages 22 through 28 of
Registrant's definitive proxy materials dated August 14,
1995 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 "Share
Ownership of Directors and Executive Officers" contained in
Registrant's definitive proxy materials dated August 14,
1995 is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
- Not applicable.
The Company's Annual Report on Form 10-K for the fiscal year
ended May 28, 1995, 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.
AUDITORS' REPORT
The Stockholders and the Board of Directors
General Mills, Inc.:
Under date of June 27, 1995, we reported on the
consolidated balance sheets of General Mills, Inc. and
subsidiaries as of May 28, 1995 and May 29, 1994 and the
related consolidated statements of earnings and cash flows
for each of the fiscal years in the three-year period ended
May 28, 1995, as contained in the 1995 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 28,
1995. 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.
Our report covering the basic consolidated financial
statements refers to changes in the method of accounting for
investments in debt and equity securities in fiscal 1995 and
postemployment benefits and income taxes in fiscal 1994.
.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 27, 1995
AUDITORS' CONSENT
The Board of Directors
General Mills, Inc.:
We consent to incorporation by reference in the
Registration Statements (Nos. 2-49637, and 33-56032) on Form
S-3 and Registration Statements (Nos. 2-13460, 2-53523, 2-
66320, 2-91987, 2-95574, 33-24504, 33-27628, 33-32059, 33-
36892, 33-36893, and 33-50337) on Form S-8 of General Mills,
Inc. of our reports dated June 27, 1995, relating to the
consolidated balance sheets of General Mills, Inc. and
subsidiaries as of May 28, 1995 and May 29, 1994 and the
related consolidated statements of earnings, cash flows and
related financial statement schedule for each of the fiscal
years in the three-year period ended May 28, 1995, which
reports are included or incorporated by reference in the May
28, 1995 annual report on Form 10-K of General Mills, Inc.
Our report covering the basic consolidated financial
statements refers to changes in the method of accounting for
investments in debt and equity securities in fiscal 1995 and
postemployment benefits and income taxes in fiscal 1994.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
August 16, 1995
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 28, 1995, May 29, 1994 and May 30, 1993
(incorporated herein by reference to page 17 of the
Registrant's 1995 Annual Report to Stockholders).
Consolidated Balance Sheets at May 28, 1995 and May 29,
1994 (incorporated herein by reference to page 18 of
the Registrant's 1995 Annual Report to Stockholders).
Consolidated Statements of Cash Flows for the Fiscal
Years Ended May 28, 1995, May 29, 1994 and May 30, 1993
(incorporated herein by reference to page 19 of the
Registrant's 1995 Annual Report to Stockholders).
Notes to Consolidated Financial Statements
(incorporated herein by reference to pages 20 through
29 of the Registrant's 1995 Annual Report to
Stockholders).
2. Financial Statement Schedules:
For the Fiscal Years Ended May 28, 1995, May 29, 1994
and May 30, 1993:
II - Valuation and Qualifying Accounts
3. Exhibits:
3.1 - Copy of Registrant's Restated Certificate
of Incorporation, as amended to date.
3.2 - Copy of Registrant's By-Laws, as amended
to date.
4 - Copy of Indenture between Registrant and
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
to Registrant's Annual Report on Form 10-K for
the fiscal year ended May 31, 1992 and to
Exhibit 4(b) to Registrant's Current Report on
Form 8-K filed January 8, 1993).
*10.1 - Copy of 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 29, 1994).
*10.2 - Copy of Stock Option and Long-Term Incentive Plan
of 1984, as amended to date (incorporated herein
by reference to Exhibit 10.2 to Registrant's
Annual Report on Form 10-K for the fiscal year
ended May 29, 1994).
10.3 - Distribution Agreement with Darden Restaurants,
Inc. dated May 12, 1995 (incorporated herein by
reference to Exhibit 2 to Registrant's Transition
Report on Form 8-K dated May 28, 1995).
*10.4 - Copy of Executive Incentive Plan, as amended to date.
*10.5 - Copy of 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 29, 1994).
*10.6 - Copy of 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 29, 1994).
*10.7 - Copy of Executive Survivor Income 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, 1991).
*10.8 - Copy of Executive Health 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 26, 1991).
*10.9 - Copy of Supplementa 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 29, 1994).
10.10 - Copy of 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 31, 1992).
10.11 - Copy of Retirement Plan for Non-Employee Directors,
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 30, 1993).
*10.12 - Copy of Deferred Compensation Plan, as amended
to date.
*10.13 - Copy of 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 29, 1994).
*10.14 - Copy of 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 29, 1994).
10.15 - Agreements dated November 29, 1989 by and between
General Mills, Inc. and Nestle, S.A.
10.16 - Copy of Protocol and Addendum No. 1 to Protocol
of Cereal Partners Worldwide (incorporated
herein by reference to Exhibit 10.17 to
Registrant's Annual Report on Form 10-K for
the fiscal year ended May 26, 1991).
10.17 - Copy of Stock Plan for Non-Employee Directors,
as amended to date.
*10.18 - Copy of 1990 Salary Replacement Stock Option
Plan, as amended to date (incorporated herein
by reference to Exhibit 10.18 to Registrant's
Annual Report on Form 10-K for the fiscal year
ended May 29, 1994).
10.19 - Copy of Addendum No. 2 dated March 16, 1993 to
Protocol of Cereal Partners Worldwide
(incorporated herein by reference to
Exhibit 10.19 to Registrant's Annual Report
on Form 10-K for the fiscal year ended
May 30, 1993).
10.20 - Copy of Agreement dated July 31, 1992 by and
between General Mills, Inc. and PepsiCo, Inc.
(incorporated herein by reference to
Exhibit 10.20 to Registrant's Annual Report
on Form 10-K for the fiscal year ended
May 30, 1993).
*10.21 - Copy of Stock Option and Long-Term Incentive
Plan of 1993, as amended to date (incorporated
herein by reference to Exhibit 10.21 to
Registrant's Annual Report on Form 10-K for
the fiscal year ended May 29, 1994).
10.22 - Standstill Agreement with CPC International,
Inc. dated October 17, 1994 (incorporated
herein by reference to Exhibit 10(a) to
Registrant's Quarterly Report on Form 10-Q
for the period ended February 26, 1995.
10.23 - Copy of Addendum No. 3 effective as of
March 15, 1993 to Protocol of Cereal
Partners Worldwide (incorporated herein by
reference to Exhibit 10(b) to Registrant's
Quarterly Report on Form 10-Q for the period
ended February 26, 1995).
11 - Statement of Determination of Common Shares
and Common Share Equivalents (contained
on page 15 of this Report).
12 - Statement of Ratio of Earnings to Fixed
Charges (contained on page 16 of this
Report).
13 - 1995 Annual Report to Stockholders (only
those portions expressly incorporated by
reference herein shall be deemed filed with
the Commission).
21 - List of Subsidiarie of General Mills, Inc.
23 - Consent of KPMG Peat Marwick LLP (contained
on page 8 of this Report).
* Items that are management contracts or compensatory plans or
arrangements required to be filed as an exhibit pursuant to
Item 14(c) of Form 10-K.
(b) Reports on Form 8-K. - Not applicable.
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 16, 1995
By: /s/ S. S. MARSHALL
S. S. Marshall
Senior Vice President,
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/ R.M. BRESSLER Director August 2, 1995
(Richard M. Bressler)
/s/ L. DE SIMONE Director August 3, 1995
(Livio D. DeSimone)
/s/ W.T. ESREY Director August 3, 1995
(William T. Esrey)
/s/ C. W. GAILLARD Director, August 9, 1995
(Charles W. Gaillard) President
/s/ JUDITH R. HOPE Director August 7, 1995
(Judith R. Hope)
/s/ KENNETH MACKE Director August 2, 1995
(Kenneth A. Macke)
/s/ GEORGE PUTNAM Director August 2, 1995
(George Putnam)
/s/ M.D. ROSE Director August 3, 1995
(Michael D. Rose)
/s/ S. W. SANGER Chairman of the Board and August 7, 1995
(Stephen W. Sanger) Chief Executive Officer
/s/ A. MICHAEL SPENCE Director August 2, 1995
(A. Michael Spence)
/s/ D. A. TERRELL Director August 4, 1995
(Dorothy A. Terrell)
/s/ C. ANGUS WURTELE Director August 3, 1995
(C. Angus Wurtele)
/s/ KENNETH L. THOME Senior Vice President, August 9, 1995
(Kenneth L. Thome) Financial Operations
(Principal Accounting Officer)
GENERAL MILLS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in millions)
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 28, 1995 $3.6 $1.0 $ .8 (a) $4.1
(.3)(b)
Total $3.6 $1.0 $ .5 $4.1
Year ended May 29, 1994 $3.5 $ .9 $1.0 (a) $3.6
(.2)(b)
Total $3.5 $ .9 $ .8 $3.6
Year ended May 30, 1993 $5.6 $1.2 $2.4 (a) $3.5
.9 (b)
Total $5.6 $1.2 $3.3 $3.5
Notes:
(a) Bad debt write-offs.
(b) Other adjustments and reclassifications.
EXHIBIT 11
GENERAL MILLS, INC.
STATEMENT OF DETERMINATION OF COMMON SHARES AND
COMMON SHARE EQUIVALENTS
(in millions)
Weighted average number of
common shares and common share
equivalents assumed outstanding
For the Fiscal Years Ended
May 28, 1995 May 29, 1994 May 30, 1993
Weighted average number of common
shares outstanding, excluding
common stock held in treasury (a) 158.0 159.1 163.1
Common share equivalents resulting
from the assumed exercise of certain
stock options (b) 2.1 * 2.4 * 3.3 *
Total common shares and common share
equivalents 160.1 161.5 166.4
Notes:
(a) Computed as the weighted average net shares outstanding on stock-exchange
trading days.
(b) Common share equivalents are computed by the "treasury stock" method.
This method first determines the number of shares issuable under stock
options that had an option price below the average market price for the
period, and then deducts the number of shares that could have been
repurchased with the proceeds of options exercised.
* Common share equivalents are not material. As a result,
earnings per share have been computed using the weighted
average of common shares outstanding of 158.0 million,
159.1 million and 163.1 million for fiscal 1995, 1994 and
1993, respectively.
EXHIBIT 12
GENERAL MILLS, INC.
RATIO OF EARNINGS TO FIXED CHARGES
Fiscal Year Ended
May 28, May 29, May 30, May 31, May 26,
1995 1994 1993 1992 1991
Ratio of Earnings to
Fixed Charges. . . . . 4.10 6.18 8.62 9.28 8.06
For purposes of computing the ratio of earnings to fixed
charges, earnings represent pretax income from continuing
operations plus fixed charges (net of capitalized interest).
Fixed charges represent interest (whether expensed or
capitalized) and one-third (the proportion deemed
representative of the interest factor) of rents of continuing
operations.
EXHIBIT INDEX
3.1 - Copy of Registrant's Restated Certificate of Incorporation,
as amended to date.
3.2 - Copy of Registrant's By-Laws, as amended to date.
10.4 - Copy of Executive Incentive Plan, as amended to date.
10.12 - Copy of Deferred Compensation Plan, as amended to date.
10.15 - Copy of Agreements dated November 29, 1989 by and between
General Mills, Inc. and Nestle, S.A.
10.17 - Copy of Stock Plan for Non-Employee Directors, as amended
to date.
11 - Statement of Determination of Common Shares and Common Share
Equivalents.
12 - Statement of Ratio of Earnings to Fixed Charges.
13 - 1995 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 Peat Marwick.
27 - Financial Data Schedule.