GIS 10-K Annual Report May 26, 2019 | Alphaminr

GIS 10-K Fiscal year ended May 26, 2019

GENERAL MILLS INC
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TABLE OF CONTENTS
Part IItem 1 BusinessItem 1A Risk FactorsItem 1B Unresolved Staff CommentsItem 2 PropertiesItem 3 Legal ProceedingsItem 4 Mine Safety DisclosuresPart IIItem 5 Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6 Selected Financial DataItem 7 Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A Quantitative and Qualitative Disclosures About Market RiskItem 8 Financial Statements and Supplementary DataNote 1. Basis Of Presentation and ReclassificationsNote 2. Summary Of Significant Accounting PoliciesNote 3. Acquisition and DivestituresNote 4. Restructuring, Impairment, and Other Exit CostsNote 5. Investments in Unconsolidated Joint VenturesNote 6. Goodwill and Other Intangible AssetsNote 7. Financial Instruments, Risk Management Activities, and Fair ValuesNote 8. DebtNote 9. Redeemable and Noncontrolling InterestsNote 10. Stockholders EquityNote 11. Stock PlansNote 12. Earnings Per ShareNote 13. Retirement Benefits and Postemployment BenefitsNote 14. Income TaxesNote 15. Leases, Other Commitments, and ContingenciesNote 16. Business Segment and Geographic InformationNote 17. Supplemental InformationNote 18. Quarterly Data (unaudited)Item 9 Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A Controls and ProceduresItem 9B Other InformationPart IIIItem 10 Directors, Executive Officers and Corporate GovernanceItem 11 Executive CompensationItem 12 Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13 Certain Relationships and Related Transactions, and Director IndependenceItem 14 Principal Accounting Fees and ServicesPart IVItem 15 Exhibits, Financial Statement SchedulesItem 16 Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated February 22, 2018, by and among the Company, Blue Buffalo Pet Products, Inc., and Bravo Merger Corp. (incorporated herein by reference to Exhibit 2.1 to the Companys Current Report on Form8-Kfiled February 23, 2018). 3.1 Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Companys Annual Report on Form10-Kfor the fiscal year ended May31, 2009). 3.2 By-lawsof the Company (incorporated herein by reference to Exhibit 3.2 to the Companys Current Report on Form8-Kfiled March8, 2016). 4.2 First Supplemental Indenture, dated as of May 18, 2009, between the Company and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.2 to Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2009). 4.3 Description of the Companys registered securities. 10.1* 2001 Compensation Plan forNon-EmployeeDirectors (incorporated herein by reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Qfor the fiscal quarter ended August29, 2010). 10.2* 2006 Compensation Plan forNon-EmployeeDirectors (incorporated herein by reference to Exhibit 10.5 to the Companys Quarterly Report on Form10-Qfor the fiscal quarter ended August29, 2010). 10.3* 2007 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.6 to the Companys Quarterly Report on Form10-Qfor the fiscal quarter ended August29, 2010). 10.4* 2009 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.7 to the Companys Quarterly Report on Form10-Qfor the fiscal quarter ended August29, 2010). 10.5* 2011 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.6 to the Companys Annual Report on Form10-Kfor the fiscal year ended May31, 2015). 10.6* 2011 Compensation Plan forNon-EmployeeDirectors (incorporated herein by reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Qfor the fiscal quarter ended November27, 2011). 10.7* 2016 Compensation Plan forNon-EmployeeDirectors (incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the fiscal quarter ended November27, 2016). 10.8* Executive Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the fiscal quarter ended November28, 2010). 10.9* Separation Pay and Benefits Program for Officers (incorporated herein by reference to Exhibit 10.11 to the Companys Annual Report on Form10-Kfor the fiscal year ended May25, 2014). 10.10* Supplemental Savings Plan (incorporated herein by reference to Exhibit 10.11 to the Companys Quarterly Report on Form10-Qfor the fiscal quarter ended February22, 2009). 10.11* Supplemental Retirement Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.11 to the Companys Annual Report on Form10-Kfor the fiscal year ended May27, 2018). 10.12* 2005 Supplemental Retirement Plan (incorporated herein by reference to Exhibit10.12 to the Companys Annual Report on Form10-Kfor the fiscal year ended May27, 2018). 10.13* Deferred Compensation Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.14 to the Companys Quarterly Report on Form10-Qfor the fiscal quarter ended February22, 2009). 10.14* 2005 Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.15 to the Companys Quarterly Report on Form10-Qfor the fiscal quarter ended February22, 2009). 10.15* Executive Survivor Income Plan (incorporated herein by reference to Exhibit 10.6 to the Companys Annual Report on Form10-Kfor the fiscal year ended May29, 2005). 10.16* Supplemental Benefits Trust Agreement, amended and restated as of September 26, 1988, between the Company and Norwest Bank Minnesota, N.A. (incorporated herein by reference to Exhibit 10.3 to the Companys Quarterly Report onForm 10-Qfor the fiscal quarter ended November27, 2011). 10.17* Supplemental Benefits Trust Agreement, dated September 26, 1988, between the Company and Norwest Bank Minnesota, N.A. (incorporated herein by reference to Exhibit 10.4 to the Companys Quarterly Report on Form10-Qfor the fiscal quarter ended November 27, 2011). 10.18* Form of Performance Share Unit Award Agreement (incorporated herein by reference to Exhibit 10.18 to the Companys Annual Report on Form 10-K for the fiscal year ended May 27, 2018). 10.19* Form of Stock Option Agreement (incorporated herein by reference to Exhibit 10.19 to the Companys Annual Report on Form10-Kfor the fiscal year ended May27, 2018). 10.20* Form of Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.20 to the Companys Annual Report on Form10-Kfor the fiscal year ended May27, 2018). 10.21* Deferred Compensation Plan forNon-EmployeeDirectors (incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the fiscal quarter ended November26, 2017). 10.22* 2017 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.2 to the Companys Quarterly Report on Form10-Qfor the fiscal quarter ended November26, 2017). 10.23* Supplemental Retirement Plan I (Grandfathered) (incorporated herein by reference to Exhibit 10.23 to the Companys Annual Report on Form10-Kfor the fiscal year ended May27, 2018). 10.24* Supplemental Retirement Plan I (incorporated herein by reference to Exhibit 10.24 to the Companys Annual Report on Form10-Kfor the fiscal year ended May27, 2018). 10.29+ Addendum No.4, effective as August1, 1998, and Addendum No.5, effective as April 1, 2000, to the Protocol of Cereal Partners Worldwide between the Company and Nestle S.A. (incorporated herein by reference to Exhibit 10.26 to the Companys Annual Report on Form10-Kfor the fiscal year ended May31, 2009). 10.30 Addendum No.10 to the Protocol of Cereal Partners Worldwide, effective January 1, 2010, among the Company, Nestle S.A., and CPW S.A. (incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the fiscal quarter ended February28, 2010). 10.31+ Addendum No.11 to the Protocol of Cereal Partners Worldwide, effective July 17, 2012, among the Company, Nestle S.A., and CPW S.A. (incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfor the fiscal quarter ended August26, 2012). 10.32 Five-Year Credit Agreement, dated as of May 18, 2016, among the Company, the several financial institutions from time to time party to the agreement, and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kfiled May18, 2016). 10.33 Extension Agreement, dated April 26, 2017, among the Company, the several financial institutions from time to time party to the agreement, and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 the Companys Current Report on Form8-Kfiled May1, 2017). 10.34 Amendment No. 1 to Credit Agreement, dated as of May 31, 2018, among the Company, the several financial institutions from time to time party to the agreement, and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.34 to the Companys Annual Report on Form 10-K for the fiscal year ended May 27, 2018). 21.1 Subsidiaries of the Company. 23.1 Consent of Independent Registered Public Accounting Firm. 31.1 Certification of Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002.