UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

RQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NovemberAUGUST 25, 20182019

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

£TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROMTO

Commission file number:001-01185

________________

GENERAL MILLS, INC.

(Exact name of registrant as specified in its charter)

Delaware

41-0274440

Delaware

41-0274440

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

Number One General Mills Boulevard

Minneapolis, Minnesota

55426

Minneapolis, Minnesota

55426

(Address of principal executive offices)

(Zip Code)

(763)764-7600

(763)764-7600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, $.10 par value

GIS

New York Stock Exchange

Floating Rate Notes due 2020

GIS20A

New York Stock Exchange

2.100% Notes due 2020

GIS20

New York Stock Exchange

1.000% Notes due 2023

GIS23A

New York Stock Exchange

1.500% Notes due 2027

GIS27

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

________________

Indicate by check mark 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 ☑ RNo £

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and such files). Yes ☑ RNo £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

Large accelerated filerR

Accelerated filer £

Non-accelerated filer ££

Smaller reporting company£

Large accelerated filer ☑

Accelerated filer ☐Non-accelerated filer ☐Smaller reporting company    ☐

Emerging growth company ☐

Emerging growth company £

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £


Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).

Yes ☐ £No R

Number of shares of Common Stock outstanding as of December 7, 2018: 596,748,917September 10, 2019: 604,393,769 (excluding 157,864,411150,219,559 shares held in the treasury).



General Mills, Inc.

Table of Contents

Page

PART I – Financial Information

Item 1. Financial Statements

Consolidated Statements of Earnings for the quarters andsix-month periods ended NovemberAugust 25, 20182019 and NovemberAugust 26, 20172018

3

4

Consolidated Statements of Comprehensive Income for the quarters andsix-month periods ended NovemberAugust 25, 20182019 and NovemberAugust 26, 20172018

4

5

Consolidated Balance Sheets as of NovemberAugust 25, 2018,2019, and May 27, 201826, 2019

5

6

Consolidated Statements of Total Equity and Redeemable Interest for thesix-month period quarters ended NovemberAugust 25, 20182019 and fiscal year ended May 27,August 26, 2018

6

7

Consolidated Statements of Cash Flows for thesix-month periods quarters ended NovemberAugust 25, 20182019 and NovemberAugust 26, 20172018

7

8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

23

20

Item 3. Quantitative and Qualitative Disclosures About Market Risk

43

33

Item 4. Controls and Procedures

44

33

PART II – Other Information

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds6. Exhibits

44

35

Item 6. ExhibitsSignatures

45

Signatures36

46

PART I. FINANCIAL INFORMATION3


PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1. Financial Statements

Consolidated Statements of Earnings

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions, Except per Share Data)

   Quarter Ended   Six-Month
Period Ended
 
       Nov. 25, 2018       Nov. 26, 2017       Nov. 25, 2018       Nov. 26, 2017 

Net sales

   $ 4,411.2     $ 4,198.7     $ 8,505.2     $ 7,967.9  

Cost of sales

   2,901.5     2,752.5     5,652.7     5,208.4  

Selling, general, and administrative expenses

   753.3     735.6     1,496.0     1,438.4  

Restructuring, impairment, and other exit costs

   209.4     1.6     208.0     6.8  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit

   547.0     709.0     1,148.5     1,314.3  

Benefit plannon-service income

   (21.0)    (20.8)    (41.9)    (41.3) 

Interest, net

   132.7     74.9     266.2     147.3  
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes andafter-tax earnings from joint ventures

   435.3     654.9     924.2     1,208.3  

Income taxes

   106.6     234.9     217.3     403.4  

After-tax earnings from joint ventures

   22.5     23.8     40.2     47.5  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings, including earnings attributable to redeemable and noncontrolling interests

   351.2     443.8     747.1     852.4  

Net earnings attributable to redeemable and noncontrolling interests

   7.8     13.3     11.4     17.2  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings attributable to General Mills

   $343.4     $430.5     $735.7     $835.2  
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share - basic

   $0.57     $0.75     $1.23     $1.46  
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share - diluted

   $0.57     $0.74     $1.22     $1.43  
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividends per share

   $0.49     $0.49     $0.98      $0.98  
  

 

 

   

 

 

   

 

 

   

 

 

 

Quarter Ended

Aug. 25, 2019

Aug. 26, 2018

Net sales

$

4,002.5

$

4,094.0

Cost of sales

2,613.0

2,751.2

Selling, general, and administrative expenses

718.9

742.7

Restructuring, impairment, and other exit costs (recoveries)

8.2

(1.4)

Operating profit

662.4

601.5

Benefit plan non-service income

(30.2)

(20.9)

Interest, net

118.7

133.5

Earnings before income taxes and after-tax earnings

from joint ventures

573.9

488.9

Income taxes

67.2

110.7

After-tax earnings from joint ventures

21.8

17.7

Net earnings, including earnings attributable to

redeemable and noncontrolling interests

528.5

395.9

Net earnings attributable to redeemable

and noncontrolling interests

7.9

3.6

Net earnings attributable to General Mills

$

520.6

$

392.3

Earnings per share - basic

$

0.86

$

0.66

Earnings per share - diluted

$

0.85

$

0.65

Dividends per share

$

0.49

$

0.49

See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

  Quarter Ended   

Six-Month

Period Ended


 

 

 

 

  

 

 

 
  Nov. 25, 2018   Nov. 26, 2017   Nov. 25, 2018   Nov. 26, 2017 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net earnings, including earnings attributable to redeemable and noncontrolling interests

  $351.2    $443.8    $747.1    $852.4  

Other comprehensive income (loss), net of tax:

    

Foreign currency translation

  37.4    (42.0)   (68.8)   19.5  

Other fair value changes:

    

Securities

     0.5       0.8  

Hedge derivatives

  2.1    (0.1)   9.2    (8.9) 

Reclassification to earnings:

    

Securities

        (2.0)    

Hedge derivatives

  0.1    0.8    0.7    0.6  

Amortization of losses and prior service costs

 

  

 

20.6 

 

 

 

  

 

27.9 

 

 

 

  

 

42.5 

 

 

 

  

 

55.7 

 

 

 

 

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss), net of tax

  60.2    (12.9)   (18.4)   67.7  
 

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income

  411.4    430.9    728.7    920.1  

Comprehensive income (loss) attributable to redeemable and noncontrolling interests

  (12.0)   12.8    (16.8)   84.8  
 

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income attributable to General Mills

  $423.4    $418.1    $745.5    $835.3  
 

 

 

  

 

 

  

 

 

  

 

 

 

See accompanying notes to consolidated financial statements.

Consolidated Balance Sheets

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except Par Value)

   

Nov. 25,   

      2018      

   

May 27,   
      2018       

 
   (Unaudited)   

ASSETS

    

Current assets:

    

Cash and cash equivalents

  $532.7    $399.0  

Receivables

            1,716.8            1,684.2  

Inventories

   1,639.2     1,642.2  

Prepaid expenses and other current assets

   345.1     398.3  
  

 

 

   

 

 

 

Total current assets

   4,233.8     4,123.7  

Land, buildings, and equipment

   3,897.4     4,047.2  

Goodwill

   14,018.3     14,065.0  

Other intangible assets

   7,202.7     7,445.1  

Other assets

   1,031.8     943.0  
  

 

 

   

 

 

 

Total assets

  $30,384.0    $30,624.0  
  

 

 

   

 

 

 

LIABILITIES AND EQUITY

    

Current liabilities:

    

Accounts payable

  $2,823.9    $2,746.2  

Current portion of long-term debt

   1,990.6     1,600.1  

Notes payable

   1,056.3     1,549.8  

Other current liabilities

   1,427.3     1,445.8  
  

 

 

   

 

 

 

Total current liabilities

   7,298.1     7,341.9  

Long-term debt

   12,208.6     12,668.7  

Deferred income taxes

   2,036.9     2,003.8  

Other liabilities

   1,313.4     1,341.0  
  

 

 

   

 

 

 

Total liabilities

   22,857.0     23,355.4  
  

 

 

   

 

 

 

Redeemable interest

   547.6     776.2  

Stockholders’ equity:

    

Common stock, 754.6 shares issued, $0.10 par value

   75.5     75.5  

Additionalpaid-in capital

   1,433.0     1,202.5  

Retained earnings

   14,572.2     14,459.6  

Common stock in treasury, at cost, shares of 157.9 and 161.5

   (7,009.7)    (7,167.5) 

Accumulated other comprehensive loss

   (2,419.2)    (2,429.0) 
  

 

 

   

 

 

 

Total stockholders’ equity

   6,651.8     6,141.1  

Noncontrolling interests

   327.6     351.3  
  

 

 

   

 

 

 

Total equity

   6,979.4     6,492.4  
  

 

 

   

 

 

 

Total liabilities and equity

  $30,384.0    $30,624.0  
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

Consolidated Statements of Total Equity and Redeemable Interest

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions, Except per Share Data)

   

 

                
   $.10 Par Value Common Stock      
   (One Billion Shares Authorized)                
   Issued  Treasury                
        Shares        
Par
    Amount    
 
 
   

    Additional    
Paid-In
Capital
 
 
 
      Shares           Amount       
Retained
    Earnings    
 
 
  



Accumulated

Other
    Comprehensive    
Loss

 

 
 
 

  


Non-

    controlling    
Interests

 

 
 

  

Total

    Equity    

 

 

  

    Redeemable    

Interest

 

 

Balance as of May 28, 2017

   754.6   $75.5   $1,120.9   (177.7 $(7,762.9 $13,138.9  $(2,244.5 $357.6  $4,685.5  $910.9 

Total comprehensive income

          2,131.0   144.9   26.9   2,302.8   43.6 

Cash dividends declared ($1.96 per share)

          (1,139.7    (1,139.7 

Shares purchased

        (10.9  (601.6     (601.6 

Shares issued

       (39.1  22.7   1,009.0      969.9  

Stock compensation plans

       (57.9  4.4   188.0      130.1  

Unearned compensation related to restricted stock unit awards

       (58.1       (58.1 

Earned compensation

       77.0        77.0  

Decrease in redemption value of redeemable interest

       159.7        159.7   (159.7

Distributions to noncontrolling and redeemable interest holders

            (33.2  (33.2  (18.6

Reclassification of certain income tax effects

                         329.4   (329.4      -     

Balance as of May 27, 2018

   754.6    75.5    1,202.5   (161.5  (7,167.5  14,459.6   (2,429.0  351.3   6,492.4   776.2 

Total comprehensive income (loss)

          735.7   9.8   (1.4  744.1   (15.4

Cash dividends declared ($0.98 per share)

          (589.2    (589.2 

Shares purchased

        -   (0.3     (0.3 

Stock compensation plans

       (15.5  3.6   158.1      142.6  

Unearned compensation related to restricted stock unit awards

       (66.7       (66.7 

Earned compensation

       43.8        43.8  

Increase in investment in redeemable interest

              55.7 

Decrease in redemption value of redeemable interest

       268.9        268.9   (268.9

Distributions to noncontrolling and redeemable interest holders

            (22.3  (22.3  - 

Adoption of revenue recognition accounting requirements

                         (33.9          (33.9    

Balance as of Nov. 25, 2018

   754.6   $75.5   $1,433.0   (157.9 $(7,009.7 $14,572.2  $(2,419.2 $327.6  $6,979.4  $547.6 
  

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

   Six-Month Period Ended 
  

 

 

 
   
      Nov. 25,    
      2018    
 
 
   
      Nov. 26,    
      2017    
 
 
  

 

 

   

 

 

 

Cash Flows - Operating Activities

    

Net earnings, including earnings attributable to redeemable and noncontrolling interests

  $747.1     $852.4   

Adjustments to reconcile net earnings to net cash provided by operating activities:

    

Depreciation and amortization

   310.1      290.8   

After-tax earnings from joint ventures

   (40.2)     (47.5)  

Distributions of earnings from joint ventures

   34.7      45.1   

Stock-based compensation

   44.5      48.2   

Deferred income taxes

   43.8      70.2   

Pension and other postretirement benefit plan contributions

   (14.6)     (12.6)  

Pension and other postretirement benefit plan costs

   3.1      2.4   

Restructuring, impairment, and other exit costs

   179.0      (7.4)  

Changes in current assets and liabilities

   100.0      362.3   

Other, net

   (11.0)     (37.1)  
  

 

 

   

 

 

 

Net cash provided by operating activities

   1,396.5      1,566.8   
  

 

 

   

 

 

 

Cash Flows - Investing Activities

    

Purchases of land, buildings, and equipment

   (253.8)     (260.0)  

Investments in affiliates, net

   (1.5)     (7.4)  

Proceeds from disposal of land, buildings, and equipment

   11.3      0.6   

Other, net

   (51.4)     (3.9)  
  

 

 

   

 

 

 

Net cash used by investing activities

   (295.4)     (270.7)  
  

 

 

   

 

 

 

Cash Flows - Financing Activities

    

Change in notes payable

   (482.1)     53.1   

Issuance of long-term debt

   -      500.0   

Payment of long-term debt

   (0.4)     (500.1)  

Proceeds from common stock issued on exercised options

   87.3      50.6   

Purchases of common stock for treasury

   (0.3)     (600.5)  

Dividends paid

   (589.2)     (565.2)  

Investment in redeemable interest

   55.7      -   

Distributions to noncontrolling and redeemable interest holders

   (6.8)     (45.3)  

Other, net

   (11.5)     (23.6)  
  

 

 

   

 

 

 

Net cash used by financing activities

   (947.3)     (1,131.0)  
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

   (20.1)     30.9   
  

 

 

   

 

 

 

Increase in cash and cash equivalents

   133.7      196.0   

Cash and cash equivalents - beginning of year

   399.0      766.1   
  

 

 

   

 

 

 

Cash and cash equivalents - end of period

  $532.7     $962.1   
  

 

 

   

 

 

 

Cash Flow from changes in current assets and liabilities:

    

Receivables

  $(64.0)    $(53.9)  

Inventories

   (15.3)     (15.6)  

Prepaid expenses and other current assets

   45.3      42.3   

Accounts payable

   144.1      377.0   

Other current liabilities

   (10.1)     12.5   
  

 

 

   

 

 

 

Changes in current assets and liabilities

  $100.0     $362.3   
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

GENERAL MILLS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Background

The accompanying Consolidated Financial Statements of General Mills, Inc. (we, us, our, General Mills, or the Company) have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with the rules and regulations for reporting on Form10-Q. Accordingly, they do not include certain information and disclosures required for comprehensive financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature, including the elimination of all intercompany transactions and any noncontrolling and redeemable interests’ share of those transactions. Operating results for the quarter ended November 25, 2018, are not necessarily indicative of the results that may be expected for the fiscal year ending May 26, 2019.

These statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in our Annual Report on Form10-K for the fiscal year ended May 27, 2018. The accounting policies used in preparing these Consolidated Financial Statements are the same as those described in Note 2 to the Consolidated Financial Statements in that Form10-K with the exception of the new accounting requirements adopted in the first quarter of fiscal 2019 related to the presentation of net periodic defined benefit pension expense, net periodic postretirement benefit expense, and net periodic postemployment benefit expense and to revenue recognition. Please see Note 17 for additional information. Certain terms used throughout this report are defined in the “Glossary” section below.

(2) Acquisition

During the fourth quarter of fiscal 2018, we acquired Blue Buffalo Pet Products, Inc. (“Blue Buffalo”) for an aggregate purchase price of $8.0 billion, including $103.0 million of consideration for net debt repaid at the time of the acquisition. In accordance with the definitive agreement and plan of merger, a subsidiary of General Mills merged into Blue Buffalo, with Blue Buffalo surviving the merger as a wholly owned subsidiary of General Mills. In accordance with the merger agreement, equity holders of Blue Buffalo received $40.00 per share in cash. We financed the transaction with a combination of $6.0 billion in debt, $1.0 billion in equity, and cash on hand. In the quarter andsix-month periods ended November 25, 2018, we recorded acquisition integration costs of $6.8 million and $15.5 million respectively, in selling, general, and administrative (SG&A) expenses.

We consolidated Blue Buffalo into our Consolidated Balance Sheets and recorded goodwill of $5.3 billion, an indefinite-lived intangible asset for the Blue Buffalo brand of $2.7 billion, and a finite-lived customer relationship asset of $269.0 million. The goodwill was primarily attributable to future growth opportunities and any intangible assets that did not qualify for separate recognition. The goodwill is included in the Pet reporting unit and is not deductible for tax purposes. We have conducted a preliminary assessment of certain assets and liabilities related to the acquisition of Blue Buffalo, and we are continuing our review of these items during the measurement period. If new information is obtained about facts and circumstances that existed at the acquisition date, the acquisition accounting will be revised to reflect the resulting adjustments to current estimates of these items.

The results of Blue Buffalo are reported in our Pet operating segment on aone-month lag.

(3) Restructuring, Impairment, and Other Exit Costs

Restructuring and impairment charges were as follows:

    Quarter Ended  

Six-Month

Period Ended

 
In Millions    

Nov. 25,

2018

  Nov. 26,
2017
  

Nov. 25,

2018

  Nov. 26,
2017
 

Asset impairments

 $            205.8      $                -    $          205.8      $                -   

Charges associated with restructuring actions previously announced

    3.6       2.2     2.4       19.7   

Total

 $  209.4      $2.2    $208.2      $19.7   

In the second quarter of fiscal 2019, we recorded $192.6 million of charges related to the impairment of ourProgresso,Food Should Taste Good andMountain Highbrand intangible assets in restructuring, impairment, and other exit costs. Please see Note 4 for additional information.

During the second quarter of fiscal 2019, we recorded a $13.2 million charge in restructuring, impairment, and other exit costs related to the impairment of certain manufacturing assets within our North America Retail segment.

In thesix-month period ended November 25, 2018, we did not undertake any new restructuring actions. We recorded $3.6 million of charges for previously announced restructuring actions in the second quarter of fiscal 2019 and $2.4 million in thesix-month period ended November 25, 2018, compared to $2.2 million in the second quarter of fiscal 2018 and $19.7 million in thesix-month period ended November 26, 2017. We paid $29.2 million in cash relating to these actions in thesix-month period ended November 25, 2018, compared to $27.1 million in thesix-month period ended November 26, 2017. These restructuring actions are expected to be completed by the end of fiscal 2020.

We paid $0.3 million in cash in thesix-month period ended November 25, 2018, for project-related costs compared to $5.0 million in the same period of fiscal 2018.

Restructuring and impairment charges and project-related costs are recorded in our Consolidated Statements of Earnings as follows:

   Quarter Ended   Six-Month Period Ended 
In Millions    Nov. 25, 2018   Nov. 26, 2017   

Nov. 25,

2018

   Nov. 26, 2017 

Restructuring, impairment, and other exit costs

  $            209.4   $                  1.6    $            208.0   $                  6.8  

Cost of sales

   -    0.6     0.2    12.9  

Total restructuring and impairment charges

   209.4    2.2     208.2    19.7  

Project-related costs classified in cost of sales

  $-   $4.2    $1.2   $5.4  

The roll forward of our restructuring and other exit cost reserves, included in other current liabilities, is as follows:

In Millions Severance 

Contract

Termination

 

Other

Exit Costs

 Total     

Reserve balance as of May 27, 2018

 $            66.0    $                      0.1      $            0.7    $            66.8 

Fiscal 2019 charges, including foreign currency translation

  (6.4  0.9   1.9   (3.6

Utilized in fiscal 2019

  (20.9  (1.0  (2.3  (24.2

Reserve balance as of Nov. 25, 2018

 $38.7  $-  $0.3  $39.0 

The charges recognized in the roll forward of our reserves for restructuring and other exit costs do not include items charged directly to expense (e.g., asset impairment charges, accelerated depreciation, the gain or loss on the sale of restructured assets, and thewrite-off of spare parts) and other periodic exit costs are recognized as incurred, as those items are not reflected in our restructuring and other exit cost reserves on our Consolidated Balance Sheets.

(4) Goodwill and Other Intangible Assets

The components of goodwill and other intangible assets are as follows:

In Millions  Nov. 25,
2018
 May 27,
2018

Goodwill

  $    14,018.3   $    14,065.0   

Other intangible assets:

   

Intangible assets not subject to amortization:

   

Brands and other indefinite-lived intangibles

   6,604.2   6,818.7 

Intangible assets subject to amortization:

   

Franchise agreements, customer relationships, and other finite-lived intangibles

   793.0   811.7 

Less accumulated amortization

   (194.5  (185.3

Intangible assets subject to amortization, net

   598.5   626.4 

Other intangible assets

   7,202.7   7,445.1 

Total

  $21,221.0  $21,510.1 

Based on the carrying value of finite-lived intangible assets as of November 25, 2018, annual amortization expense for each of the next five fiscal years is estimated to be approximately $40 million.

During the fourth quarter of fiscal 2018, we acquired Blue Buffalo, which became our Pet operating segment and we recorded $5.3 billion of goodwill, $2.7 billion related to an indefinite-lived brand intangible asset, and $269.0 million related to a customer relationships intangible asset.

The changes in the carrying amount of goodwill during fiscal 2019 were as follows:

In Millions North
America
Retail
 Pet Convenience
Stores &
Foodservice
 Europe &
Australia
 

Asia &

Latin
America

 Joint
Ventures
 Total     

Balance as of May 27, 2018

 $6,410.6    $5,294.9    $918.8   $729.9    $285.0    $425.8    $14,065.0 

Other activity, primarily foreign currency translation

  (2.3  -   -   (21.3  (11.7  (11.4  (46.7

Balance as of Nov. 25, 2018

 $        6,408.3  $        5,294.9  $          918.8  $          708.6  $          273.3  $          414.4  $    14,018.3 

The changes in the carrying amount of other intangible assets during fiscal 2019 were as follows:

In MillionsTotal     

Balance as of May 27, 2018

$  7,445.1

Impairment charges

(192.6

Other activity, primarily foreign currency translation

(49.8

Balance as of Nov. 25, 2018

$  7,202.7

We performed our annual goodwill and indefinite-lived intangible assets impairment test as of the first day of the second quarter of fiscal 2019. As a result of lower sales projections in our long-range plans for the businesses supporting theProgresso,Food Should Taste Good, andMountain Highbrand intangible assets, we recorded the following impairment charges:

In Millions  Impairment
Charge
    Fair Value as of 
Nov. 25, 2018 (a) 
 

Progresso

  $                132.1       $                          330.0 

Food Should Taste Good

   45.1      - 

Mountain High

   15.4      - 

Total

  $192.6     $330.0 
(a)

Level 3 assets in the fair value hierarchy

Significant assumptions used in that assessment included our long-range cash flow projections for the businesses, royalty rates, weighted average cost of capital rates, and tax rates.

All other intangible asset fair values were substantially in excess of the carrying values, except for the Latin America reporting unit and theYokibrand intangible asset. The excess fair value as of the fiscal 2019 test date of the Latin America reporting unit and theYoki brand intangible asset were as follows:

In Millions 

Carrying Value
of Intangible

Asset

  Excess Fair Value as of
Fiscal 2019 Test Date
 

Latin America

 $                      209.0           7

Yoki

 $49.1           10

While having significant coverage as of our fiscal 2019 assessment date, thePillsbury brand intangible asset and U.S. Yogurt reporting unit had risk of decreasing coverage. We will continue to monitor these businesses for potential impairment.

(5) Inventories

The components of inventories were as follows:

In Millions    Nov. 25,
  2018
       May 27,
  2018
 

Raw materials and packaging

  $396.7     $400.0 

Finished goods

   1,349.2      1,364.2 

Grain

   112.5      91.2 

Excess of FIFO over LIFO cost

   (219.2     (213.2

Total

  $     1,639.2     $     1,642.2 

(6) Risk Management Activities

Many commodities we use in the production and distribution of our products are exposed to market price risks. We utilize derivatives to manage price risk for our principal ingredients and energy costs, including grains (oats, wheat, and corn), oils (principally soybean), dairy products, natural gas, and diesel fuel. Our primary objective when entering into these derivative contracts is to achieve certainty with regard to the future price of commodities purchased for use in our supply chain. We manage our exposures through a combination of purchase orders, long-term contracts with suppliers, exchange-traded futures and options, andover-the-counter options and swaps. We offset our exposures based on current and projected market conditions and generally seek to acquire the inputs at as close to our planned cost as possible.

We use derivatives to manage our exposure to changes in commodity prices. We do not perform the assessments required to achieve hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are recorded currently in cost of sales in our Consolidated Statements of Earnings.

Although we do not meet the criteria for cash flow hedge accounting, we believe that these instruments are effective in achieving our objective of providing certainty in the future price of commodities purchased for use in our supply chain. Accordingly, for purposes of measuring segment operating performance, these gains and losses are reported in unallocated corporate items outside of segment operating results until such time that the exposure we are managing affects earnings. At that time we reclassify the gain or loss from unallocated corporate items to segment operating profit, allowing our operating segments to realize the economic effects of the derivative without experiencing any resultingmark-to-market volatility, which remains in unallocated corporate items.

Unallocated corporate items for the quarters andsix-month periods ended November 25, 2018 and November 26, 2017 included:

   Quarter Ended    

Six-Month

Period Ended

 
In Millions      Nov. 25,
    2018
   Nov. 26,
 2017
          Nov. 25,
    2018
   Nov. 26,
 2017
 

Net loss onmark-to-market valuation of certain commodity positions

  $(17.5 $(0.6   $(37.0 $(8.4

Net loss (gain) on commodity positions reclassified from unallocated corporate items to segment operating profit

   2.2   2.5     (1.5  6.1 

Netmark-to-market revaluation of certain grain inventories

   3.5   2.6      (4.4  8.6 

Netmark-to-market valuation of certain commodity positions recognized in unallocated corporate items

  $(11.8 $4.5     $(42.9 $6.3 

As of November 25, 2018, the net notional value of commodity derivatives was $172.1 million, of which $73.6 million related to energy inputs and $98.5 million related to agricultural inputs. These contracts relate to inputs that generally will be utilized within the next 12 months.

The fair values of the derivative positions used in our risk management activities and other assets recorded at fair value were not material as of November 25, 2018, and were Level 1 or Level 2 assets and liabilities in the fair value hierarchy. We did not significantly change our valuation techniques from prior periods.

We offer certain suppliers access to third party services that allow them to view our scheduled payments online. The third party services also allow suppliers to finance advances on our scheduled payments at the sole discretion of the supplier and the third party. We have no economic interest in these financing arrangements and no direct relationship with the suppliers, the third parties, or any financial institutions concerning these services. All of our accounts payable remain as obligations to our suppliers as stated in our

supplier agreements. As of November 25, 2018, $1,033.1 million of our total accounts payable were payable to suppliers who utilize these third party services.

(7) Debt

The components of notes payable were as follows:

In Millions  Nov. 25,
2018
     May 27,
2018
 

U.S. commercial paper

  $867.6     $1,213.5 

Financial institutions

   188.7      336.3 

Total

  $    1,056.3     $  1,549.8 

To ensure availability of funds, we maintain bank credit lines sufficient to cover our outstanding notes payable. Commercial paper is a continuing source of short-term financing. We have commercial paper programs available to us in the United States and Europe. We also have committed, uncommitted, and asset-backed credit lines that support our foreign operations.

The following table details thefee-paid committed and uncommitted credit lines we had available as of November 25, 2018:

In Billions  Facility
Amount
  Borrowed
Amount

 

Credit facility expiring:

    

May 2022

  $2.7   $- 

June 2019

   0.2    - 
  

 

 

 

Total committed credit facilities

   2.9    - 

Uncommitted credit facilities

   0.6    0.2 

 

Total committed and uncommitted credit facilities

  $            3.5   $                0.2 

The credit facilities contain covenants, including a requirement to maintain a fixed charge coverage ratio of at least 2.5 times. We were in compliance with all credit facility covenants as of November 25, 2018.

Long-Term Debt

The fair values and carrying amounts of long-term debt, including the current portion, were $13,874.0 million and $14,199.2 million, respectively, as of November 25, 2018. The fair value of long-term debt was estimated using market quotations and discounted cash flows based on our current incremental borrowing rates for similar types of instruments. Long-term debt is a Level 2 liability in the fair value hierarchy.

In April 2018, we issued $4,800.0 million principal amount of fixed-rate notes. Interest on the notes is payable semi-annually in arrears. We may redeem the notes in whole, or in part, at any time at the applicable redemption price. The notes are senior unsecured obligations that include a change of control repurchase provision. The net proceeds were used to finance a portion of the Blue Buffalo acquisition. The principal amounts of these fixed-rate notes were as follows:

 In Millions      Principal

 4.2% notes due April 17, 2028

  $1,400.0  

 3.7% notes due October 17, 2023

   850.0 

 4.0% notes due April 17, 2025

   800.0 

 4.7% notes due April 17, 2048

   650.0 

 3.2% notes due April 16, 2021

   600.0 

 4.55% notes due April 17, 2038

   500.0 

 Total

  $4,800.0 

In April 2018, we issued $1,250.0 million principal amount of floating-rate notes. Interest on the notes is payable quarterly in arrears. The notes are not generally redeemable prior to maturity. These notes are senior unsecured obligations that include a change of control repurchase provision. The net proceeds were used to finance a portion of the Blue Buffalo acquisition.

The principal amounts of these floating-rate notes were as follows:

In Millions      Principal

 

Floating-rate notes due April 16, 2021

  $850.0  

 

Floating-rate notes due October 17, 2023

   400.0 

 

Total

  $1,250.0 

In the third quarter of fiscal 2018, we paid $113.8 million to repurchase $100.0 million of our previously issued 6.39 percent medium term notes due 2023. We recorded the $13.8 million premium paid in the repurchase as interest expense.

In October 2017, we issued $500.0 million principal amount of 2.6 percent fixed-rate notes due October 12, 2022. Interest on the notes is payable semi-annually in arrears. We may redeem the notes in whole, or in part, at any time at the applicable redemption price. The notes are senior unsecured obligations that include a change of control repurchase provision. The net proceeds, together with cash on hand, were used to repay $500.0 million of 1.4 percent fixed-rate notes.

Certain of our long-term debt agreements contain restrictive covenants. As of November 25, 2018, we were in compliance with all of these covenants.

(8) Redeemable and Noncontrolling Interests

We have a 51 percent controlling interest in Yoplait SAS and a 50 percent interest in Yoplait Marques SNC and Liberté Marques Sàrl. Sodiaal International (Sodiaal) holds the remaining interests in each of the entities. On the acquisition date, we recorded the $904.4 million fair value of Sodiaal’s 49 percent euro-denominated interest in Yoplait SAS as a redeemable interest on our Consolidated Balance Sheets. Sodiaal has the ability to put all or a portion of its redeemable interest to us at fair value once per year, up to three times before December 2024. We adjust the value of the redeemable interest through additionalpaid-in capital on our Consolidated Balance Sheets quarterly to the redeemable interest’s redemption value, which approximates its fair value. Yoplait SAS pays dividends annually if it meets certain financial metrics set forth in its shareholders’ agreement. As of November 25, 2018, the redemption value of the euro-denominated redeemable interest was $547.6 million.

A subsidiary of Yoplait SAS has an exclusive milk supply agreement for its European operations with Sodiaal through July 1, 2021. Net purchases totaled $107.8 million for thesix-month period ended November 25, 2018, and $112.3 million for thesix-month period ended November 26, 2017.

During the second quarter of fiscal 2019, Sodiaal made an additional investment of $55.7 million in Yoplait SAS.

On the acquisition dates, we recorded the $281.4 million fair value of Sodiaal’s 50 percent euro-denominated interest in Yoplait Marques SNC and 50 percent Canadian dollar-denominated interest in Liberté Marques Sàrl as noncontrolling interests on our Consolidated Balance Sheets. Yoplait Marques SNC earns a royalty stream through a licensing agreement with Yoplait SAS for the rights toYoplaitand related trademarks. Liberté Marques Sàrl earns a royalty stream through licensing agreements with certain Yoplait group companies for the rights toLibertéand related trademarks. These entities pay dividends annually based on their available cash as of their fiscal year end.

The third-party holder of the General Mills Cereals, LLC (GMC) Class A Interests receives quarterly preferred distributions from available net income based on the application of a floating preferred return rate to the holder’s capital account balance established in the most recentmark-to-market valuation (currently $251.5 million). On June 1, 2018, the floating preferred return rate on GMC’s Class A Interests was reset to the sum of three-month LIBOR plus 142.5 basis points. The preferred return rate is adjusted every three years through a negotiated agreement with the Class A Interest holder or through a remarketing auction.

Our noncontrolling interests contain restrictive covenants. As of November 25, 2018, we were in compliance with all of these covenants.

(9) Stockholders’ Equity

The following tables provide details of total comprehensive income:

  Quarter Ended  Quarter Ended 
  Nov. 25, 2018  Nov. 26, 2017 
  General Mills  

 

Noncontrolling
Interests

  Redeemable
Interest
  General Mills  Noncontrolling
Interests
  Redeemable
Interest
 
In Millions  Pretax  Tax  Net  Net  Net  Pretax  Tax  Net  Net  Net 

Net earnings, including earnings attributable to redeemable and noncontrolling interests

         $        343.4  $                    5.1  $            2.7          $    430.5  $                    4.5  $                8.8 

Other comprehensive income (loss):

          

Foreign currency translation

 $        56.5  $                -   56.5   (8.3  (10.8 $    (43.3 $                -   (43.3  0.6   0.7 

Other fair value changes:

          

Securities

  -   -   -   -   -   0.9   (0.4  0.5   -   - 

Hedge derivatives

  2.0   0.7   2.7   -   (0.6  3.5   (2.5  1.0   -   (1.1

Reclassification to earnings:

          

Hedge derivatives (a)

  0.5   (0.3  0.2   -   (0.1  2.5   (1.0  1.5   -   (0.7

Amortization of losses and prior service costs (b)

  26.8   (6.2  20.6   -   -   43.8   (15.9  27.9   -   - 

 

Other comprehensive income (loss)

 $85.8  $(5.8  80.0   (8.3  (11.5 $7.4  $(19.8  (12.4  0.6   (1.1

 

Total comprehensive income (loss)

         $423.4  $(3.2 $(8.8         $418.1  $5.1  $7.7 
(a)

Loss (gain) reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for foreign exchange contracts.

(b)

Loss reclassified from AOCI into earnings is reported in benefit plannon-service income. Please refer to Note 17.

4


Consolidated Statements of Comprehensive Income

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

 

 

 

 

 

 

 

Quarter Ended

 

 

Aug. 25, 2019

 

 

Aug. 26, 2018

Net earnings, including earnings attributable to

 

 

 

 

 

redeemable and noncontrolling interests

$

528.5

 

$

395.9

Other comprehensive income (loss), net of tax:

 

 

 

 

 

Foreign currency translation

 

(3.7)

 

 

(106.2)

Other fair value changes:

 

 

 

 

 

Hedge derivatives

 

3.8

 

 

7.1

Reclassification to earnings:

 

 

 

 

 

Securities

 

-

 

 

(2.0)

Hedge derivatives

 

(0.6)

 

 

0.6

Amortization of losses and prior service costs

 

19.6

 

 

21.9

Other comprehensive income (loss), net of tax

 

19.1

 

 

(78.6)

Total comprehensive income

 

547.6

 

 

317.3

Comprehensive income (loss) attributable to

 

 

 

 

 

redeemable and noncontrolling interests

 

2.2

 

 

(4.8)

Comprehensive income attributable to General Mills

$

545.4

 

$

322.1

See accompanying notes to consolidated financial statements.

 

 

5


Consolidated Balance Sheets

 

GENERAL MILLS, INC. AND SUBSIDIARIES

 

(In Millions, Except Par Value)

 

 

 

 

Aug. 25, 2019

 

 

May 26, 2019

 

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

504.8

 

$

450.0

 

Receivables

 

 

1,710.5

 

 

1,679.7

 

Inventories

 

 

1,700.1

 

 

1,559.3

 

Prepaid expenses and other current assets

 

 

346.0

 

 

497.5

 

Total current assets

 

 

4,261.4

 

 

4,186.5

 

Land, buildings, and equipment

 

 

3,668.3

 

 

3,787.2

 

Goodwill

 

 

13,983.6

 

 

13,995.8

 

Other intangible assets

 

 

7,151.4

 

 

7,166.8

 

Other assets

 

 

1,248.5

 

 

974.9

 

Total assets

 

$

30,313.2

 

$

30,111.2

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

2,786.7

 

$

2,854.1

 

Current portion of long-term debt

 

 

1,391.8

 

 

1,396.5

 

Notes payable

 

 

1,296.1

 

 

1,468.7

 

Other current liabilities

 

 

1,428.8

 

 

1,367.8

 

Total current liabilities

 

 

6,903.4

 

 

7,087.1

 

Long-term debt

 

 

11,619.8

 

 

11,624.8

 

Deferred income taxes

 

 

1,991.7

 

 

2,031.0

 

Other liabilities

 

 

1,554.9

 

 

1,448.9

 

Total liabilities

 

 

22,069.8

 

 

22,191.8

 

Redeemable interest

 

 

547.8

 

 

551.7

 

Stockholders' equity:

 

 

 

 

 

 

 

Common stock, 754.6 shares issued, $0.10 par value

 

75.5

 

 

75.5

 

Additional paid-in capital

 

 

1,370.9

 

 

1,386.7

 

Retained earnings

 

 

15,218.8

 

 

14,996.7

 

Common stock in treasury, at cost, shares of 150.5 and 152.7

 

(6,681.8)

 

 

(6,779.0)

 

Accumulated other comprehensive loss

 

 

(2,600.6)

 

 

(2,625.4)

 

Total stockholders' equity

 

 

7,382.8

 

 

7,054.5

 

Noncontrolling interests

 

 

312.8

 

 

313.2

 

Total equity

 

 

7,695.6

 

 

7,367.7

 

Total liabilities and equity

 

$

30,313.2

 

$

30,111.2

 

See accompanying notes to consolidated financial statements.

 

 

 

 

 

 

6


Consolidated Statements of Total Equity and Redeemable Interest

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions, Except per Share Data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$.10 Par Value Common Stock

 

 

 

 

 

 

 

 

 

 

 

(One Billion Shares Authorized)

 

 

 

 

 

 

 

 

 

 

 

Issued

 

Treasury

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

Other

 

Non-

 

 

 

 

 

 

 

 

 

Paid-In

 

 

 

 

 

Retained

 

Comprehensive

 

controlling

 

Total

 

Redeemable

 

Shares

 

Par Amount

 

Capital

 

Shares

 

Amount

 

Earnings

 

Loss

 

Interests

 

Equity

 

Interest

Balance as of May 26, 2019

754.6

$

75.5

$

1,386.7

 

(152.7)

$

(6,779.0)

$

14,996.7

$

(2,625.4)

$

313.2

$

7,367.7

$

551.7

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

520.6

 

24.8

 

2.1

 

547.5

 

0.1

Cash dividends declared ($0.49 per share)

 

 

 

 

 

 

 

 

 

 

(298.5)

 

 

 

 

 

(298.5)

 

 

Stock compensation plans

 

 

 

 

18.0

 

2.2

 

97.2

 

 

 

 

 

 

 

115.2

 

 

Unearned compensation related to restricted stock unit awards

 

 

 

 

(66.5)

 

 

 

 

 

 

 

 

 

 

 

(66.5)

 

 

Earned compensation

 

 

 

 

28.7

 

 

 

 

 

 

 

 

 

 

 

28.7

 

 

Decrease in redemption value of redeemable interest

 

 

 

 

4.0

 

 

 

 

 

 

 

 

 

 

 

4.0

 

(4.0)

Distributions to noncontrolling and redeemable interest holders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2.5)

 

(2.5)

 

 

Balance as of August 25, 2019

754.6

$

75.5

$

1,370.9

 

(150.5)

$

(6,681.8)

$

15,218.8

$

(2,600.6)

$

312.8

$

7,695.6

$

547.8

Balance as of May 27, 2018

754.6

$

75.5

$

1,202.5

 

(161.5)

$

(7,167.5)

$

14,459.6

$

(2,429.0)

$

351.3

$

6,492.4

$

776.2

Total comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

392.3

 

(70.2)

 

1.8

 

323.9

 

(6.6)

Cash dividends declared ($0.49 per share)

 

 

 

 

 

 

 

 

 

 

(294.2)

 

 

 

 

 

(294.2)

 

 

Shares purchased

 

 

 

 

 

 

 

 

(0.2)

 

 

 

 

 

 

 

(0.2)

 

 

Stock compensation plans

 

 

 

 

(2.5)

 

3.0

 

131.8

 

 

 

 

 

 

 

129.3

 

 

Unearned compensation related to restricted stock unit awards

 

 

 

 

(65.2)

 

 

 

 

 

 

 

 

 

 

 

(65.2)

 

 

Earned compensation

 

 

 

 

28.1

 

 

 

 

 

 

 

 

 

 

 

28.1

 

 

Increase in redemption value of redeemable interest

 

 

 

 

(2.0)

 

 

 

 

 

 

 

 

 

 

 

(2.0)

 

2.0

Distributions to noncontrolling and redeemable interest holders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2.4)

 

(2.4)

 

 

Adoption of revenue recognition accounting requirements

 

 

 

 

 

 

 

 

 

 

(33.9)

 

 

 

 

 

(33.9)

 

 

Balance as of August 26, 2018

754.6

$

75.5

$

1,160.9

 

(158.5)

$

(7,035.9)

$

14,523.8

$

(2,499.2)

$

350.7

$

6,575.8

$

771.6

See accompanying notes to consolidated financial statements.

 

 

7


Consolidated Statements of Cash Flows

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

 

 

 

 

 

 

 

Quarter Ended

 

 

Aug. 25, 2019

 

 

Aug. 26, 2018

Cash Flows - Operating Activities

 

 

 

 

 

Net earnings, including earnings attributable to redeemable

 

 

 

 

 

and noncontrolling interests

$

528.5

 

$

395.9

Adjustments to reconcile net earnings to net cash

 

 

 

 

 

provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

154.1

 

 

155.2

After-tax earnings from joint ventures

 

(21.8)

 

 

(17.7)

Distributions of earnings from joint ventures

 

20.7

 

 

29.2

Stock-based compensation

 

28.8

 

 

26.1

Deferred income taxes

 

(37.2)

 

 

28.9

Pension and other postretirement benefit plan contributions

 

(6.9)

 

 

(7.4)

Pension and other postretirement benefit plan costs

 

(7.8)

 

 

1.5

Restructuring, impairment, and other exit costs

 

4.9

 

 

(18.9)

Changes in current assets and liabilities

 

(84.6)

 

 

14.8

Other, net

 

(6.6)

 

 

(0.2)

Net cash provided by operating activities

 

572.1

 

 

607.4

Cash Flows - Investing Activities

 

 

 

 

 

Purchases of land, buildings, and equipment

 

(69.8)

 

 

(112.7)

Investments in affiliates, net

 

(12.5)

 

 

0.1

Proceeds from disposal of land, buildings, and equipment

 

0.3

 

 

0.1

Other, net

 

(1.7)

 

 

(27.1)

Net cash used by investing activities

 

(83.7)

 

 

(139.6)

Cash Flows - Financing Activities

 

 

 

 

 

Change in notes payable

 

(170.0)

 

 

(189.8)

Payment of long-term debt

 

(0.1)

 

 

(0.2)

Proceeds from common stock issued on exercised options

 

55.8

 

 

73.4

Purchases of common stock for treasury

 

-

 

 

(0.2)

Dividends paid

 

(298.5)

 

 

(294.2)

Distributions to noncontrolling and redeemable interest holders

 

(2.5)

 

 

(2.4)

Other, net

 

(13.3)

 

 

(9.6)

Net cash used by financing activities

 

(428.6)

 

 

(423.0)

Effect of exchange rate changes on cash and cash equivalents

 

(5.0)

 

 

(10.9)

Increase in cash and cash equivalents

 

54.8

 

 

33.9

Cash and cash equivalents - beginning of year

 

450.0

 

 

399.0

Cash and cash equivalents - end of period

$

504.8

 

$

432.9

Cash Flow from changes in current assets and liabilities:

 

 

 

 

 

Receivables

$

(37.4)

 

$

(48.7)

Inventories

 

(145.3)

 

 

(58.2)

Prepaid expenses and other current assets

 

148.0

 

 

35.4

Accounts payable

 

(35.8)

 

 

17.7

Other current liabilities

 

(14.1)

 

 

68.6

Changes in current assets and liabilities

$

(84.6)

 

$

14.8

See accompanying notes to consolidated financial statements.

 

 

 

 

8


GENERAL MILLS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Background

The accompanying Consolidated Financial Statements of General Mills, Inc. (we, us, our, General Mills, or the Company) have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include certain information and disclosures required for comprehensive financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature, including the elimination of all intercompany transactions and any noncontrolling and redeemable interests’ share of those transactions. Operating results for the quarter ended August 25, 2019, are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2020.

These statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in our Annual Report on Form 10-K for the fiscal year ended May 26, 2019. The accounting policies used in preparing these Consolidated Financial Statements are the same as those described in Note 2 to the Consolidated Financial Statements in that Form 10-K with the exception of new requirements adopted in the first quarter of fiscal 2020.

In the first quarter of fiscal 2020, we adopted new accounting requirements for hedge accounting. The new standard amends the hedge accounting recognition and presentation requirements to better align an entity’s risk management activities and financial reporting. The new standard also simplifies the application of hedge accounting guidance. The adoption did not have a material impact on our results of operations or financial position.

In the first quarter of fiscal 2020, we adopted new requirements for the accounting, presentation and classification of leases. This results in certain leases being capitalized as a right of use asset with a related liability on our Consolidated Balance Sheet. We have performed a review of our lease portfolio, implemented lease accounting software, and developed a centralized business process with corresponding controls. We adopted this guidance utilizing the cumulative effect adjustment approach, which required application of the guidance at the adoption date and elected certain practical expedients permitted under the transition guidance, including not reassessing whether existing contracts contain leases and carrying forward the historical classification of those leases. In addition, we elected not to recognize leases with an initial term of 12 months or less on our Consolidated Balance Sheet and to continue our historical treatment of land easements, under permitted elections. This guidance did not have a material impact on retained earnings, our Consolidated Statements of Earnings, or our Consolidated Statements of Cash Flows. See Note 5 to the Consolidated Financial Statements for additional information on the impact to our Consolidated Balance Sheets.

Certain terms used throughout this report are defined in the “Glossary” section below.

(2) Restructuring, Impairment, and Other Exit Costs

Restructuring charges were as follows:

 

 

Quarter Ended

In Millions

 

Aug. 25, 2019

 

Aug. 26, 2018

Charges (recoveries) associated with restructuring actions previously announced

$

14.3

$

(1.2)

Total

$

14.3

$

(1.2)

During the first quarter of fiscal 2020, we did not undertake any new restructuring actions. We recorded $14.3 million of restructuring charges for previously announced restructuring actions, compared to a $1.2 million net recovery of restructuring charges in the first quarter of fiscal 2019. The restructuring charges primarily relate to actions to drive efficiencies in targeted areas of our global supply chain. Certain global supply chain actions are subject to union negotiations and works counsel consultations, where required. We expect these actions to be completed by the end of fiscal 2022.

We spent $9.4 million of cash related to restructuring actions previously announced in the first quarter of fiscal 2020 compared to $17.7 million in the same period of fiscal 2019.

Restructuring and impairment charges and project-related costs are recorded in our Consolidated Statements of Earnings as follows:

9


 

 

Quarter Ended

In Millions

 

Aug. 25, 2019

 

Aug. 26, 2018

Restructuring, impairment, and other exit costs (recoveries)

$

8.2

$

(1.4)

Cost of sales

 

6.1

 

0.2

Total restructuring charges (recoveries)

 

14.3

 

(1.2)

Project-related costs classified in cost of sales

$

-

$

1.2

The roll forward of our restructuring and other exit cost reserves, included in other current liabilities, is as follows:

In Millions

 

 

Reserve balance as of May 26, 2019

$

36.5

Fiscal 2020 charges, including foreign currency translation

 

2.7

Utilized in fiscal 2020

 

(5.8)

Reserve balance as of Aug. 25, 2019

$

33.4

The reserve balance primarily consists of expected severance payments associated with restructuring actions.

The charges recognized in the roll forward of our reserves for restructuring and other exit costs do not include items charged directly to expense (e.g., asset impairment charges, accelerated depreciation, the gain or loss on the sale of restructured assets, and the write-off of spare parts) and other periodic exit costs are recognized as incurred, as those items are not reflected in our restructuring and other exit cost reserves on our Consolidated Balance Sheets.

(3) Goodwill and Other Intangible Assets

The components of goodwill and other intangible assets are as follows:

In Millions

 

Aug. 25, 2019

 

May 26, 2019

Goodwill

$

13,983.6

$

13,995.8

Other intangible assets:

 

 

 

 

Intangible assets not subject to amortization:

 

 

 

 

Brands and other indefinite-lived intangibles

 

6,586.5

 

6,590.8

Intangible assets subject to amortization:

 

 

 

 

Franchise agreements, customer relationships,

and other finite-lived intangibles

 

782.4

 

786.1

Less accumulated amortization

 

(217.5)

 

(210.1)

Intangible assets subject to amortization, net

 

564.9

 

576.0

Other intangible assets

 

7,151.4

 

7,166.8

Total

$

21,135.0

$

21,162.6

Based on the carrying value of finite-lived intangible assets as of August 25, 2019, annual amortization expense for each of the next five fiscal years is estimated to be approximately $40 million.

The changes in the carrying amount of goodwill during the first quarter of fiscal 2020 were as follows:

In Millions

 

 

North America Retail

 

 

Pet

 

 

Convenience Stores & Foodservice

 

 

Europe & Australia

 

 

Asia & Latin America

 

 

Joint Ventures

 

 

Total

Balance as of May 26, 2019

 

$

6,406.5

 

$

5,300.5

 

$

918.8

 

$

700.4

 

$

260.2

 

$

409.4

 

$

13,995.8

Other activity, primarily foreign

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

currency translation

 

 

1.3

 

 

-

 

 

-

 

 

(7.7)

 

 

(3.7)

 

 

(2.1)

 

 

(12.2)

Balance as of Aug. 25, 2019

 

$

6,407.8

 

$

5,300.5

 

$

918.8

 

$

692.7

 

$

256.5

 

$

407.3

 

$

13,983.6

The changes in the carrying amount of other intangible assets during the first quarter of fiscal 2020 were as follows:

10


In Millions

 

 

Total

Balance as of May 26, 2019

 

$

7,166.8

Other activity, primarily foreign currency translation

 

 

(15.4)

Balance as of Aug. 25, 2019

 

$

7,151.4

Our annual goodwill and indefinite-lived intangible assets test was performed as of the first day of the second quarter of fiscal 2019. As a result of lower sales projections in our long-range plans for the businesses supporting the Progresso, Food Should Taste Good, and Mountain High brand intangible assets, we recorded the following impairment charges:

In Millions

 

Impairment Charge

 

 

Fair Value as of Nov. 25, 2018 (a)

Progresso

$

132.1

 

$

330.0

Food Should Taste Good

 

45.1

 

 

-

Mountain High

 

15.4

 

 

-

Total

$

192.6

 

$

330.0

(a) Level 3 assets in the fair value hierarchy.

 

 

 

 

 

Significant assumptions used in that assessment included our long-range cash flow projections for the businesses, royalty rates, weighted average cost of capital rates, and tax rates.

Our Latin America reporting unit and the Yoki brand intangible asset had fair values that were not substantially in excess of the carrying values. The excess fair value as of the fiscal 2019 test date of the Latin America reporting unit and the Yoki brand intangible asset were as follows:

In Millions

 

Carrying Value of Intangible Asset

 

 

Excess Fair Value as of Fiscal 2019 Test Date

Latin America

$

209.0

 

 

7%

Yoki

$

49.1

 

 

10%

While having significant coverage as of our fiscal 2019 assessment date, the Pillsbury brand intangible asset and U.S. Yogurt reporting unit had risk of decreasing coverage. We will continue to monitor these businesses for potential impairment.

(4) Inventories

The components of inventories were as follows:

In Millions

 

Aug. 25, 2019

 

 

May 26, 2019

Raw materials and packaging

$

423.5

 

$

434.9

Finished goods

 

1,419.3

 

 

1,245.9

Grain

 

74.0

 

 

92.0

Excess of FIFO over LIFO cost

 

(216.7)

 

 

(213.5)

Total

$

1,700.1

 

$

1,559.3

(5) Leases

We determine whether an arrangement is a lease at inception. Our lease portfolio primarily consists of operating lease arrangements for certain warehouse and distribution space, office space, retail shops, production facilitates, rail cars, production and distribution equipment, automobiles, and office equipment. When our lease arrangements include lease and non-lease components, we account for lease components and non-lease components (e.g. common area maintenance) separately based on their relative standalone prices.

Any lease arrangements with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheet, and we recognize lease cost for these lease arrangements on a straight-line basis over the lease term. Many of our lease arrangements provide us with the options to exercise one or more renewal terms or to terminate the lease arrangement. We include these options when we are reasonably certain to exercise them in the lease term used to establish our right of use assets and lease liabilities. Generally, our lease agreements do not include an option to purchase the leased asset, residual value guarantees or material restrictive covenants.

We have certain lease arrangements with variable rental payments. Our lease arrangements for our Häagen-Dazs retail shops often include rental payments that are based on a percentage of retail sales. We have other lease arrangements that are adjusted periodically

11


based on an inflation index or rate. The future variability of these payments and adjustments are unknown and therefore they are not included as minimum lease payments used to determine our right of use assets and lease liabilities. Variable rental payments are recognized in the period in which the obligation is incurred.

As most of our lease arrangements do not provide an implicit interest rate, we apply an incremental borrowing rate based on the information available at the commencement date of the lease arrangement to determine the present value of lease payments.

Our lease costs associated with finance leases and sale-leaseback transactions and our lease income associated with lessor and sublease arrangements are not material to our Consolidated Financial Statements.

Our operating leases are reported in our Consolidated Balance Sheet as follows:

In Millions

Classification

Aug. 25, 2019

Right of use assets (a)

Other assets

$

409.3

Current lease liabilities

Other current liabilities

 

103.3

Non-current lease liabilities

Other liabilities

 

318.1

(a) Net of accumulated amortization

Components of our lease cost are as follows:

 

Quarter Ended

In Millions

Aug. 25, 2019

Operating lease cost

$

32.9

Variable lease cost

 

5.2

Short-term lease cost

 

6.4

Rent expense under all operating leases from continuing operations was $184.9 million in fiscal 2019.

Maturities of our operating lease obligations by fiscal year are as follows:

In Millions

 

 

Fiscal 2020 (a)

$

92.4

Fiscal 2021

 

106.2

Fiscal 2022

 

88.4

Fiscal 2023

 

65.2

Fiscal 2024

 

49.9

After fiscal 2024

 

62.6

Total noncancelable future lease obligations

$

464.7

Less: Interest

 

(43.3)

Present value of lease obligations

$

421.4

(a) Excludes the quarter ended August 25, 2019.

The lease payments presented in the table above exclude an immaterial amount of minimum lease payments for operating leases we have committed to but have not yet commenced as of August 25, 2019.

Noncancelable future operating lease commitments as of May 26, 2019 were as follows:

12


In Millions

 

 

Fiscal 2020

$

120.0

Fiscal 2021

 

101.7

Fiscal 2022

 

85.0

Fiscal 2023

 

63.8

Fiscal 2024

 

49.1

After fiscal 2024

 

63.0

Total noncancelable future lease commitments

$

482.6

The weighted-average remaining lease term and weighted-average discount rate for our operating leases are as follows:

  Six-Month Period Ended  Six-Month Period Ended 
  Nov. 25, 2018  Nov. 26, 2017 
  General Mills  Noncontrolling
Interests
  Redeemable
Interest
  General Mills  Noncontrolling
Interests
  Redeemable
Interest
 
In Millions Pretax  Tax  Net  Net  Net  Pretax  Tax  Net  Net  Net 

Net earnings, including earnings attributable to redeemable and noncontrolling interests

         $        735.7  $                    8.2  $                3.2          $    835.2  $                    6.0  $                11.2 

Other comprehensive income (loss):

          

Foreign currency translation

 $        (40.3 $                -   (40.3  (9.6  (18.9 $        (48.6 $                -   (48.6  22.1   46.0 

Other fair value changes:

          

Securities

  -   -   -   -   -   1.3   (0.5  0.8   -   - 

Hedge derivatives

  9.2   (0.3  8.9   -   0.3   (12.2  2.7   (9.5  -   0.6 

Reclassification to earnings:

          

Securities (a)

  (2.6  0.6   (2.0  -   -   -   -   -   -   - 

Hedge derivatives (b)

  1.0   (0.3  0.7   -   -   3.3   (1.6  1.7   -   (1.1

Amortization of losses and prior service costs (c)

  53.7   (11.2  42.5   -   -   87.6   (31.9  55.7   -   - 

 

Other comprehensive income (loss)

 $21.0  $(11.2  9.8   (9.6  (18.6 $31.4  $(31.3  0.1   22.1   45.5 

 

Total comprehensive income (loss)

         $745.5  $(1.4 $(15.4         $835.3  $28.1  $56.7 
(a)

Gain reclassified from AOCI into earnings is reported in interest, net for securities.

Aug. 25, 2019

Weighted-average remaining lease term

4.9

years

Weighted-average discount rate

4.2

%

(b)

Operating cash flow information and non-cash activity related to our operating leases are as follows:

 

Quarter Ended

In Millions

Aug. 25, 2019

Cash paid for amounts included in the measurement of lease liabilities

$

31.8

Right of use assets obtained in exchange for new lease liabilities

 

3.5

(6) Risk Management Activities

Many commodities we use in the production and distribution of our products are exposed to market price risks. We utilize derivatives to manage price risk for our principal ingredients and energy costs, including grains (oats, wheat, and corn), oils (principally soybean), dairy products, natural gas, and diesel fuel. Our primary objective when entering into these derivative contracts is to achieve certainty with regard to the future price of commodities purchased for use in our supply chain. We manage our exposures through a combination of purchase orders, long-term contracts with suppliers, exchange-traded futures and options, and over-the-counter options and swaps. We offset our exposures based on current and projected market conditions and generally seek to acquire the inputs at as close to our planned cost as possible.

We use derivatives to manage our exposure to changes in commodity prices. We do not perform the assessments required to achieve hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are recorded currently in cost of sales in our Consolidated Statements of Earnings.

Although we do not meet the criteria for cash flow hedge accounting, we believe that these instruments are effective in achieving our objective of providing certainty in the future price of commodities purchased for use in our supply chain. Accordingly, for purposes of measuring segment operating performance, these gains and losses are reported in unallocated corporate items outside of segment operating results until such time that the exposure we are managing affects earnings. At that time we reclassify the gain or loss from unallocated corporate items to segment operating profit, allowing our operating segments to realize the economic effects of the derivative without experiencing any resulting mark-to-market volatility, which remains in unallocated corporate items.

Unallocated corporate items for the quarters ended August 25, 2019 and August 26, 2018 included:

 

Quarter Ended

In Millions

 

Aug. 25, 2019

 

 

Aug. 26, 2018

Net loss on mark-to-market valuation of certain commodity positions

$

(20.7)

 

$

(19.5)

Net loss (gain) on commodity positions reclassified from unallocated corporate items to segment operating profit

 

11.3

 

 

(3.7)

Net mark-to-market revaluation of certain grain inventories

 

(5.6)

 

 

(7.9)

Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items

$

(15.0)

 

$

(31.1)

As of August 25, 2019, the net notional value of commodity derivatives was $199.3 million, of which $61.2 million related to energy inputs and $138.1 million related to agricultural inputs. These contracts relate to inputs that generally will be utilized within the next 12 months.

13


The fair values of the derivative positions used in our risk management activities and other assets recorded at fair value were not material as of August 25, 2019, and were Level 1 or Level 2 assets and liabilities in the fair value hierarchy. We did not significantly change our valuation techniques from prior periods.

We offer certain suppliers access to third party services that allow them to view our scheduled payments online. The third party services also allow suppliers to finance advances on our scheduled payments at the sole discretion of the supplier and the third party. We have no economic interest in these financing arrangements and no direct relationship with the suppliers, the third parties, or any financial institutions concerning these services. All of our accounts payable remain as obligations to our suppliers as stated in our supplier agreements. As of August 25, 2019, $1,095.8 million of our total accounts payable were payable to suppliers who utilize these third party services.

(7) Debt

The components of notes payable were as follows:

In Millions

 

Aug. 25, 2019

 

 

May 26, 2019

U.S. commercial paper

$

1,117.3

 

$

1,298.5

Financial institutions

 

178.8

 

 

170.2

Total

$

1,296.1

 

$

1,468.7

To ensure availability of funds, we maintain bank credit lines sufficient to cover our outstanding notes payable. Commercial paper is a continuing source of short-term financing. We have commercial paper programs available to us in the United States and Europe. We also have committed, uncommitted, and asset-backed credit lines that support our foreign operations.

The following table details the fee-paid committed and uncommitted credit lines we had available as of August 25, 2019:

In Billions

 

Facility Amount

 

 

Borrowed Amount

Credit facility expiring:

 

 

 

 

 

May 2022

$

2.7

 

$

-

September 2019

 

0.2

 

 

-

Total committed credit facilities

 

2.9

 

 

-

Uncommitted credit facilities

 

0.7

 

 

0.2

Total committed and uncommitted credit facilities

$

3.6

 

$

0.2

The credit facilities contain covenants, including a requirement to maintain a fixed charge coverage ratio of at least 2.5 times. We were in compliance with all credit facility covenants as of August 25, 2019.

Long-Term Debt

The fair values and carrying amounts of long-term debt, including the current portion, were $13,868.2 million and $13,011.6 million, respectively, as of August 25, 2019. The fair value of long-term debt was estimated using market quotations and discounted cash flows based on our current incremental borrowing rates for similar types of instruments. Long-term debt is a Level 2 liability in the fair value hierarchy.

In the fourth quarter of 2019, we issued €300.0 million principal amount of 0.0 percent fixed-rate notes due January 15, 2020. We may redeem the notes if certain tax laws change and we would be obligated to pay additional amounts on the notes. These notes are senior unsecured obligations that include a change of control repurchase provision. We used the net proceeds, together with cash on hand, to repay our €300.0 million floating rate notes.

In the third quarter of 2019, we repaid $1,150.0 million of 5.65 percent fixed-rate notes with proceeds from commercial paper.

Certain of our long-term debt agreements contain restrictive covenants. As of August 25, 2019, we were in compliance with all of these covenants.

14


(8) Redeemable and Noncontrolling Interests

We have a 51 percent controlling interest in Yoplait SAS and a 50 percent interest in Yoplait Marques SNC and Liberté Marques Sàrl. Sodiaal International (Sodiaal) holds the remaining interests in each of the entities. On the acquisition date, we recorded the $904.4 million fair value of Sodiaal’s 49 percent euro-denominated interest in Yoplait SAS as a redeemable interest on our Consolidated Balance Sheets. Sodiaal has the ability to put all or a portion of its redeemable interest to us at fair value once per year, up to three times before December 2024. We adjust the value of the redeemable interest through additional paid-in capital on our Consolidated Balance Sheets quarterly to the redeemable interest’s redemption value, which approximates its fair value. Yoplait SAS pays dividends annually if it meets certain financial metrics set forth in its shareholders’ agreement. As of August 25, 2019, the redemption value of the euro-denominated redeemable interest was $547.8 million.

A subsidiary of Yoplait SAS has an exclusive milk supply agreement for its European operations with Sodiaal through July 1, 2021. Net purchases totaled $67.2 million for the quarter ended August 25, 2019, and $53.0 million for the quarter ended August 26, 2018.

During the second quarter of fiscal 2019, Sodiaal made an additional investment of $55.7 million in Yoplait SAS.

On the acquisition dates, we recorded the $281.4 million fair value of Sodiaal’s 50 percent euro-denominated interest in Yoplait Marques SNC and 50 percent Canadian dollar-denominated interest in Liberté Marques Sàrl as noncontrolling interests on our Consolidated Balance Sheets. Yoplait Marques SNC earns a royalty stream through a licensing agreement with Yoplait SAS for the rights to Yoplait and related trademarks. Liberté Marques Sàrl earns a royalty stream through licensing agreements with certain Yoplait group companies for the rights to Liberté and related trademarks. These entities pay dividends annually based on their available cash as of their fiscal year end.

The third-party holder of the General Mills Cereals, LLC (GMC) Class A Interests receives quarterly preferred distributions from available net income based on the application of a floating preferred return rate to the holder’s capital account balance established in the most recent mark-to-market valuation (currently $251.5 million). On June 1, 2018, the floating preferred return rate on GMC’s Class A Interests was reset to the sum of three-month LIBOR plus 142.5 basis points. The preferred return rate is adjusted every three years through a negotiated agreement with the Class A Interest holder or through a remarketing auction.

Our noncontrolling interests contain restrictive covenants. As of August 25, 2019, we were in compliance with all of these covenants.

(9) Stockholders’ Equity

The following tables provide details of total comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

 

Quarter Ended

 

 

Aug. 25, 2019

 

 

Aug. 26, 2018

 

 

 

 

 

 

 

 

Noncontrolling

 

Redeemable

 

 

 

 

 

 

 

 

Noncontrolling

 

Redeemable

 

 

General Mills

 

Interests

 

Interest

 

 

General Mills

 

Interests

 

Interest

In Millions

 

Pretax

 

Tax

 

Net

 

Net

 

Net

 

 

Pretax

 

Tax

 

Net

 

Net

 

Net

Net earnings, including earnings attributable to redeemable and noncontrolling interests

 

 

 

 

$

520.6

$

3.6

$

4.3

 

 

 

 

 

$

392.3

$

3.1

$

0.5

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

$

2.7

$

-

 

2.7

 

(1.5)

 

(4.9)

 

$

(96.8)

$

-

 

(96.8)

 

(1.3)

 

(8.1)

Other fair value changes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedge derivatives

 

2.4

 

0.7

 

3.1

 

-

 

0.7

 

 

7.2

 

(1.0)

 

6.2

 

-

 

0.9

Reclassification to earnings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities (a)

 

-

 

-

 

-

 

-

 

-

 

 

(2.6)

 

0.6

 

(2.0)

 

-

 

-

Hedge derivatives (b)

 

(0.6)

 

-

 

(0.6)

 

-

 

-

 

 

0.5

 

-

 

0.5

 

-

 

0.1

Amortization of losses and prior service costs ( c)

 

25.5

 

(5.9)

 

19.6

 

-

 

-

 

 

26.9

 

(5.0)

 

21.9

 

-

 

-

Other comprehensive income (loss)

$

30.0

$

(5.2)

 

24.8

 

(1.5)

 

(4.2)

 

$

(64.8)

$

(5.4)

 

(70.2)

 

(1.3)

 

(7.1)

Total comprehensive income (loss)

 

 

 

 

$

545.4

$

2.1

$

0.1

 

 

 

 

 

$

322.1

$

1.8

$

(6.6)

(a)Gain reclassified from AOCI into earnings is reported in interest, net for securities.(b)Loss (gain) reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for foreign exchange contracts.(c)Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.

15


Accumulated other comprehensive loss balances, net of tax effects, were as follows:

In Millions

 

 

Aug. 25, 2019

 

 

May 26, 2019

Foreign currency translation adjustments

 

$

(737.2)

 

$

(739.9)

Unrealized gain (loss) from:

 

 

 

 

 

 

Hedge derivatives

 

 

(16.9)

 

 

(19.4)

Pension, other postretirement, and postemployment benefits:

 

 

 

 

 

 

Net actuarial loss

 

 

(1,860.4)

 

 

(1,880.5)

Prior service credits

 

 

13.9

 

 

14.4

Accumulated other comprehensive loss

 

$

(2,600.6)

 

$

(2,625.4)

(10) Stock Plans

We have various stock-based compensation programs under which awards, including stock options, restricted stock, restricted stock units, and performance awards, may be granted to employees and non-employee directors. These programs and related accounting are described in Note 11 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 26, 2019.

Compensation expense related to stock-based payments recognized in the Consolidated Statements of Earnings was as follows:

 

 

Quarter Ended

In Millions

 

Aug. 25, 2019

 

Aug. 26, 2018

Compensation expense related to stock-based payments

$

28.8

$

26.2

Compensation expense related to stock-based payments recognized in the Consolidated Statements of Earnings includes amounts recognized in restructuring, impairment, and other exit costs in fiscal 2019.

We recognized windfall tax benefits from stock-based payments in income tax expense in our Consolidated Statements of Earnings of $6.6 million for the first quarter of fiscal 2020 and $5.3 million in the first quarter of fiscal 2019.

As of August 25, 2019, unrecognized compensation expense related to non-vested stock options, restricted stock units, and performance share units was $151.4 million. This expense will be recognized over 28 months, on average.

Net cash proceeds from the exercise of stock options less shares used for withholding taxes and the intrinsic value of options exercised were as follows:

 

 

Quarter Ended

In Millions

 

Aug. 25, 2019

 

 

Aug. 26, 2018

Net cash proceeds

$

55.8

 

$

73.4

Intrinsic value of options exercised

$

30.2

 

$

31.9

We estimate the fair value of each stock option on the grant date using a Black-Scholes option-pricing model. Black-Scholes option-pricing models require us to make predictive assumptions regarding future stock price volatility, employee exercise behavior, and dividend yield. We estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We also have considered, but did not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than 6 months, is insufficient to provide a reliable measure of expected volatility. Our method of selecting the other valuation assumptions is explained in Note 11 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 26, 2019.

The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were as follows:

16


 

 

 

 

 

 

 

 

 

Quarter Ended

 

 

Aug. 25, 2019

 

 

Aug. 26, 2018

 

Estimated fair values of stock options granted

$

7.10

 

$

5.35

 

Assumptions:

 

 

 

 

 

 

Risk-free interest rate

 

2.0

%

 

2.9

%

Expected term

 

8.5

years

 

8.5

years

Expected volatility

 

17.4

%

 

16.3

%

Dividend yield

 

3.6

%

 

4.3

%

The total grant date fair value of restricted stock unit awards that vested during the period follows:

 

 

 

Quarter Ended

In Millions

 

 

Aug. 25, 2019

 

 

Aug. 26, 2018

Total grant date fair value

 

$

43.8

 

$

30.1

(11) Earnings Per Share

Basic and diluted earnings per share (EPS) were calculated using the following:

 

 

 

Quarter Ended

In Millions, Except per Share Data

 

 

Aug. 25, 2019

 

 

Aug. 26, 2018

Net earnings attributable to General Mills

 

$

520.6

 

$

392.3

Average number of common shares - basic EPS

 

 

606.0

 

 

598.0

Incremental share effect from: (a)

 

 

 

 

 

 

Stock options

 

 

3.1

 

 

3.6

Restricted stock, restricted stock units, and other

 

 

2.4

 

 

1.7

Average number of common shares - diluted EPS

 

 

611.5

 

 

603.3

Earnings per share - basic

 

$

0.86

 

$

0.66

Earnings per share - diluted

 

$

0.85

 

$

0.65

(a) Incremental shares from stock options, restricted stock units, and performance share units are computed by the treasury stock method.

Stock options, restricted stock units, and performance share units excluded from our computation of diluted EPS because they were not dilutive were as follows:

 

 

Quarter Ended

In Millions

 

Aug. 25, 2019

 

Aug. 26, 2018

Anti-dilutive stock options, restricted stock units, and performance share units

 

10.1

 

14.3

(12) Statements of Cash Flows

Our Consolidated Statements of Cash Flows include the following:

 

Quarter Ended

In Millions

 

Aug. 25, 2019

 

 

Aug. 26, 2018

Net cash interest payments

$

80.6

 

$

115.5

Net income tax payments

$

32.1

 

$

60.5

(13) Retirement and Postemployment Benefits

Components of net periodic benefit expense are as follows:

 

 

Defined Benefit Pension Plans

 

Other Postretirement Benefit Plans

 

Postemployment Benefit Plans

 

 

Quarter Ended

 

Quarter Ended

 

Quarter Ended

In Millions

 

Aug. 25, 2019

 

Aug. 26, 2018

 

Aug. 25, 2019

 

Aug. 26, 2018

 

Aug. 25, 2019

 

Aug. 26, 2018

Service cost

$

23.2

$

23.7

$

2.4

$

2.4

$

2.1

$

1.9

17


Interest cost

 

57.6

 

62.0

 

6.8

 

8.3

 

0.7

 

0.7

Expected return on plan assets

 

(112.5)

 

(111.5)

 

(10.5)

 

(10.1)

 

-

 

-

Amortization of losses (gains)

 

26.7

 

27.5

 

(0.5)

 

0.2

 

0.2

 

0.1

Amortization of prior service costs (credits)

 

0.4

 

0.4

 

(1.4)

 

(1.4)

 

0.1

 

0.1

Other adjustments

 

-

 

-

 

-

 

-

 

2.2

 

2.8

Net expense (income)

$

(4.6)

$

2.1

$

(3.2)

$

(0.6)

$

5.3

$

5.6

(14) Income Taxes

During the first quarter of fiscal 2020, we reorganized certain wholly owned subsidiaries, including the movement of certain assets between legal entities. As a result of these actions, we recorded a $53.1 million decrease to our deferred income tax liabilities, with a corresponding discrete, non-cash reduction to income taxes in the first quarter of fiscal 2020.

(15) Business Segment and Geographic Information

We operate in the packaged foods industry. Our operating segments are as follows: North America Retail; Convenience Stores & Foodservice; Europe & Australia; Asia & Latin America; and Pet.

Our North America Retail operating segment reflects business with a wide variety of grocery stores, mass merchandisers, membership stores, natural food chains, drug, dollar and discount chains, and e-commerce grocery providers. Our product categories in this business segment are ready-to-eat cereals, refrigerated yogurt, soup, meal kits, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza and pizza snacks, grain, fruit and savory snacks, and a wide variety of organic products including refrigerated yogurt, nutrition bars, meal kits, salty snacks, ready-to-eat cereal, and grain snacks.

Our major product categories in our Convenience Stores & Foodservice operating segment are ready-to-eat cereals, snacks, refrigerated yogurt, frozen meals, unbaked and fully baked frozen dough products, and baking mixes. Many products we sell are branded to the consumer and nearly all are branded to our customers. We sell to distributors and operators in many customer channels including foodservice, convenience stores, vending, and supermarket bakeries in the United States.

Our Europe & Australia operating segment reflects retail and foodservice businesses in the greater Europe and Australia regions. Our product categories include refrigerated yogurt, meal kits, super-premium ice cream, refrigerated and frozen dough products, shelf stable vegetables, grain snacks, and dessert and baking mixes. We also sell super-premium ice cream directly to consumers through owned retail shops. Revenues from franchise fees are reported in the region or country where the franchisee is located.

Our Asia & Latin America operating segment consists of retail and foodservice businesses in the greater Asia and South America regions. Our product categories include super-premium ice cream and frozen desserts, refrigerated and frozen dough products, dessert and baking mixes, meal kits, salty and grain snacks, wellness beverages, and refrigerated yogurt. We also sell super-premium ice cream and frozen desserts directly to consumers through owned retail shops. Our Asia & Latin America segment also includes products manufactured in the United States for export, mainly to Caribbean and Latin American markets, as well as products we manufacture for sale to our international joint ventures. Revenues from export activities and franchise fees are reported in the region or country where the end customer or franchisee is located.

Our Pet operating segment includes pet food products sold primarily in the United States in national pet superstore chains, e-commerce retailers, grocery stores, regional pet store chains, mass merchandisers, and veterinary clinics and hospitals. Our product categories include dog and cat food (dry foods, wet foods, and treats) made with whole meats, fruits and vegetables, and other high-quality natural ingredients. Our tailored pet product offerings address specific dietary, lifestyle, and life-stage needs and span different product types, diet types, breed sizes for dogs, lifestages, flavors, product functions and textures, and cuts for wet foods. We are reporting the Pet operating segment results on a one-month lag.

Operating profit for these segments excludes unallocated corporate items, gain or loss on divestitures, and restructuring, impairment, and other exit costs. Unallocated corporate items include corporate overhead expenses, variances to planned domestic employee benefits and incentives, contributions to the General Mills Foundation, asset and liability remeasurement impact of hyperinflationary economies, restructuring initiative project-related costs, and other items that are not part of our measurement of segment operating performance. These include gains and losses arising from the revaluation of certain grain inventories and gains and losses from mark-to-market valuation of certain commodity positions until passed back to our operating segments. These items affecting operating profit are centrally managed at the corporate level and are excluded from the measure of segment profitability reviewed by executive management. Under our supply chain organization, our manufacturing, warehouse, and distribution activities are substantially integrated across our operations in order to maximize efficiency and productivity. As a result, fixed assets and depreciation and amortization expenses are neither maintained nor available for all operating segments.

18


Our operating segment results were as follows:

 

 

Quarter Ended

In Millions

 

Aug. 25, 2019

 

 

Aug. 26, 2018

Net sales:

 

 

 

 

 

North America Retail

$

2,376.1

 

$

2,387.8

Europe & Australia

 

454.1

 

 

500.7

Convenience Stores & Foodservice

 

445.0

 

 

463.2

Pet

 

367.8

 

 

343.3

Asia & Latin America

 

359.5

 

 

399.0

Total

$

4,002.5

 

$

4,094.0

Operating profit:

 

 

 

 

 

North America Retail

$

559.9

 

$

548.1

Europe & Australia

 

27.6

 

 

34.5

Convenience Stores & Foodservice

 

91.1

 

 

97.1

Pet

 

80.9

 

 

14.5

Asia & Latin America

 

10.1

 

 

12.2

Total segment operating profit

$

769.6

 

$

706.4

Unallocated corporate items

 

99.0

 

 

106.3

Restructuring, impairment, and other exit costs (recoveries)

 

8.2

 

 

(1.4)

Operating profit

$

662.4

 

$

601.5

Net sales for our North America Retail operating units were as follows:

 

 

Quarter Ended

In Millions

 

Aug. 25, 2019

 

 

Aug. 26, 2018

U.S. Meals & Baking

$

830.6

 

$

837.5

U.S. Cereal

 

589.9

 

 

584.4

U.S. Snacks

 

528.2

 

 

533.5

U.S. Yogurt and Other

 

219.2

 

 

219.1

Canada

 

208.2

 

 

213.3

Total

$

2,376.1

 

$

2,387.8

Net sales by class of similar products were as follows:

 

Quarter Ended

In Millions

 

Aug. 25, 2019

 

 

Aug. 26, 2018

Snacks

$

869.4

 

$

887.9

Cereal

 

685.5

 

 

677.1

Convenient meals

 

569.2

 

 

581.9

Yogurt

 

495.2

 

 

514.8

Pet

 

367.8

 

 

343.3

Baking mixes and ingredients

 

355.7

 

 

380.3

Dough

 

330.6

 

 

328.4

Super-premium ice cream

 

227.2

 

 

247.7

Other

 

101.9

 

 

132.6

Total

$

4,002.5

 

$

4,094.0

During the first quarter of fiscal 2020, we made certain changes in the classification of products and updated fiscal 2019 net sales figures to match the current-year presentation.

19


(c)

Loss reclassified from AOCI into earnings is reported in benefit plannon-service income. Please refer to Note 17.

Accumulated other comprehensive loss balances, net of tax effects, were as follows:

In Millions        Nov. 25,   
      2018   
      May 27,
    2018
 

Foreign currency translation adjustments

  $(741.9 $(701.6

Unrealized gain (loss) from:

   

Securities

   -   2.0 

Hedge derivatives

   (22.5  (32.1

Pension, other postretirement, and postemployment benefits:

   

Net actuarial loss

   (1,679.9  (1,723.6

Prior service credits

   25.1   26.3 

Accumulated other comprehensive loss

  $(2,419.2 $(2,429.0

(10) Stock Plans

We have various stock-based compensation programs under which awards, including stock options, restricted stock, restricted stock units, and performance awards, may be granted to employees andnon-employee directors. These programs and related accounting are described in Note 11 to the Consolidated Financial Statements included in our Annual Report on Form10-K for the fiscal year ended May 27, 2018.

Compensation expense related to stock-based payments recognized in the Consolidated Statements of Earnings was as follows:

     

        Quarter Ended        

     

Six-Month

      Period Ended      

 
In Millions     Nov. 25,  
2018     
 Nov. 26, 
2017    
       
 Nov. 25, 
2018    
  Nov. 26, 
2017    
 

Compensation expense related to stock-based payments

  $  18.4 $19.3   $ 44.6  $48.9 

Compensation expense related to stock-based payments recognized in the Consolidated Statements of Earnings includes amounts recognized in restructuring, impairment, and other exit costs in fiscal 2019 and fiscal 2018.

We recognized windfall tax benefits from stock-based payments in income tax expense in our Consolidated Statements of Earnings of $1.9 million for the second quarter of fiscal 2019 and $6.7 million for the six-month period ended November 25, 2018 compared to $2.5 million in the second quarter of fiscal 2018 and $20.2 million in the six-month period ended November 26, 2017.

As of November 25, 2018, unrecognized compensation expense related tonon-vested stock options, restricted stock units, and performance share units was $133.7 million. This expense will be recognized over 26 months, on average.

Net cash proceeds from the exercise of stock options less shares used for withholding taxes and the intrinsic value of options exercised were as follows:

    Six-Month Period Ended 
In Millions    Nov. 25, 
2018    
     Nov. 26, 
2017    
 

Net cash proceeds

 $  87.3     $50.6 

Intrinsic value of options exercised

 $  39.0     $46.0 

We estimate the fair value of each stock option on the grant date using a Black-Scholes option-pricing model. Black-Scholes option-pricing models require us to make predictive assumptions regarding future stock price volatility, employee exercise behavior, and dividend yield. We estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We also have considered, but did not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than 6 months, is insufficient to provide a reliable measure of expected volatility. Our method of selecting the other valuation assumptions is explained in Note 11 to the Consolidated Financial Statements included in our Annual Report on Form10-K for the fiscal year ended May 27, 2018.

The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were as follows:

               Six-Month Period Ended              
    

  Nov. 25,

     2018

     

Nov. 26,

2017

 

Estimated fair values of stock options granted

   $5.35               $6.18          

Assumptions:

      

Risk-free interest rate

   2.9 %          2.2 %     

Expected term

   8.5 years              8.2 years         

Expected volatility

   16.3 %          15.8 %     

Dividend yield

   4.3 %          3.6 %     

Information on stock option activity follows:

    

Options

Outstanding

(Thousands)

  

Weighted-
Average
Exercise

Price Per
Share

   

Weighted-

Average
Remaining
Contractual

Term (Years)

   

Aggregate

Intrinsic

Value

(Millions)

 

Balance as of May 27, 2018

   28,963.8  $42.90     

Granted

   3,107.4   46.06     

Exercised

   (2,915.5  31.46     

Forfeited or expired

   (349.6  53.78           

Outstanding as of Nov. 25, 2018

   28,806.1  $44.27    4.61   $123.7 

Exercisable as of Nov. 25, 2018

   19,171.6  $38.78    2.72   $123.7 

Information on restricted stock and performance share unit activity follows:

   Equity Classified       Liability Classified 
    Share-
Settled Units
(Thousands)
  

Weighted-
Average

Grant-Date

Fair Value

       Share-
Settled Units
(Thousands)
  

Weighted-
Average

Grant-Date

Fair Value

 

Non-vested as of May 27, 2018

   3,731.8  $57.50     121.3  $58.26 

Granted

   1,677.8   45.83     33.7   46.12 

Vested

   (717.0  50.13     (34.8  54.38 

Forfeited

   (255.7  62.98        (10.7  57.69 

Non-vested as of Nov. 25, 2018

   4,436.9  $53.96        109.5  $55.46 

The total grant date fair value of restricted stock unit awards that vested during the period follows:

        Six-Month Period Ended     
In Millions    Nov. 25, 
2018    
     Nov. 26, 
2017    
 

Total grant date fair value

 $  37.9     $77.0 

(11) Earnings Per Share

Basic and diluted earnings per share (EPS) were calculated using the following:

          Quarter Ended            

              Six-Month         

            Period Ended      

 
In Millions, Except per Share Data    Nov. 25,
2018
   Nov. 26,
2017
       Nov. 25, 
2018    
   Nov. 26,
2017
 

Net earnings attributable to General Mills

 $  343.4   $430.5       $735.7   $835.2 

Average number of common shares - basic EPS

   599.4    571.3     598.7    574.0 

Incremental share effect from: (a)

         

Stock options

   3.3    7.0     3.4    7.6 

Restricted stock, restricted stock units, and other

    1.8    2.0        1.7    2.0 

Average number of common shares - diluted EPS

    604.5    580.3        603.8    583.6 

Earnings per share - basic

 $  0.57   $0.75    $1.23   $1.46 

Earnings per share - diluted

 $  0.57   $0.74       $1.22   $1.43 
(a)

Incremental shares from stock options, restricted stock units, and performance share units are computed by the treasury stock method. Stock options, restricted stock units, and performance share units excluded from our computation of diluted EPS because they were not dilutive were as follows:

   Quarter Ended          

Six-Month

Period Ended

     
In Millions      Nov. 25,
    2018
   Nov. 26,  
2017  
            Nov. 25,  
    2018  
     Nov. 26,  
2017  
                
Anti-dilutive stock options, restricted stock units, and performance share units   14.4    9.2         14.0    7.5   

(12) Share Repurchases

Share repurchases were as follows:

   Quarter Ended        

Six-Month

Period Ended

 
In Millions  Nov. 25,
2018
   Nov. 26,
2017
        Nov. 25,
2018
   Nov. 26,
2017
 

Shares of common stock

   -    -         -    10.9 

Aggregate purchase price

   $0.1    $0.2         $0.3    $600.5 

(13) Statements of Cash Flows

Our Consolidated Statements of Cash Flows include the following:

   Six-Month
Period Ended
 
In Millions      Nov. 25,
    2018
       Nov. 26,
    2017
 

Net cash interest payments

  $252.0   $133.7 

Net income tax payments

  $      235.2   $      333.0 

(14) Retirement and Postemployment Benefits

In fiscal 2018, we approved an amendment to reorganize the U.S. qualified defined benefit pension plans and the supplemental pension plans that resulted in the spinoff of a portion of the General Mills Pension Plan (the Plan) and the 2005 Supplemental Retirement Plan and the Supplemental Retirement Plan (Grandfathered) (together, the Supplemental Plans) into new plans effective May 31, 2018. The benefits offered to the plans’ participants were unchanged. The result of the reorganization was the creation of the General Mills Pension Plan I (Plan I) and the 2005 Supplemental Retirement Plan I and the Supplemental Retirement Plan I (Grandfathered) (together, the Supplemental Plans I). The reorganization was made to facilitate a targeted investment strategy over time and to provide additional flexibility in evaluating opportunities to reduce risk and volatility. Actuarial gains and losses associated with the Plan and the Supplemental Plans are amortized over the average remaining service life of the active participants. Actuarial gains and losses associated with Plan I and the Supplemental Plans I are amortized over the average remaining life of the participants.

Components of net periodic benefit expense are as follows:

     Defined Benefit
Pension Plans
        

Other Postretirement

Benefit Plans

        Postemployment
Benefit Plans
 
     Quarter Ended     Quarter Ended     Quarter Ended 
In Millions     Nov. 25,
2018
  Nov. 26,
2017
      Nov. 25,
2018
  Nov. 26, 
2017    
      Nov. 25,
2018
   Nov. 26,
2017
 

Service cost

 

$

   23.7  $24.0  $   2.7  $2.8  $   1.9   $2.2 

Interest cost

    62.0   55.4     8.2   7.7     0.8    0.5 

Expected return on plan assets

    (111.5  (119.3    (10.1  (13.1    -    - 

Amortization of losses

    27.5   44.1     0.1   0.2     -    0.2 
Amortization of prior service costs (credits)    0.4   0.5     (1.4  (1.3    0.2    0.1 

Other adjustments

     -   -      -   -      2.8    3.4 

Net expense (income)

 

$

   2.1  $4.7  $   (0.5 $(3.7 $   5.7   $6.4 
    
Defined Benefit
Pension Plans
 
 
    

Other Postretirement

Benefit Plans

 

 

    
Postemployment
Benefit Plans
 
 
    

Six-Month

Period Ended

 

 

    

Six-Month

Period Ended

 

 

    

Six-Month

Period Ended

 

 

In Millions

     
Nov. 25,
2018
 
 
  
Nov. 26,
2017
 
 
     
Nov. 25,
2018
 
 
  
Nov. 26,
2017
 
 
     
Nov. 25,
2018
 
 
   
Nov. 26,
2017
 
 

Service cost

 

$

   47.4  $47.9  $   5.1  $5.6  $   3.8   $4.3 

Interest cost

    124.0   110.8     16.5   15.4     1.5    1.1 

Expected return on plan assets

    (223.0  (238.4    (20.2  (26.1    -    - 

Amortization of losses

    55.0   88.2     0.3   0.4     0.1    0.4 
Amortization of prior service costs (credits)    0.8   1.0     (2.8  (2.7    0.3    0.3 

Other adjustments

     -   -      -   -      5.6    6.8 

Net expense (income)

 

$

   4.2  $9.5  $   (1.1 $(7.4 $   11.3   $12.9 

(15) Income Taxes

On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law. The TCJA results in significant revisions to the U.S. corporate income tax system, including a reduction in the U.S. corporate income tax rate, implementation of a territorial system, and aone-time deemed repatriation tax on untaxed foreign earnings. The TCJA includes provisions affecting our fiscal 2019 tax rate, including, but not limited to: a reduction in the U.S. corporate tax rate on domestic operations to 21 percent; a new provision that taxes U.S. allocated expenses and certain income from foreign operations (Global Intangible Low Tax Income or “GILTI”); a new limitation on deductible interest expense; the repeal of the domestic manufacturing deduction; and a limitation on the deductibility of certain executive compensation.

Generally, the impacts of new legislation would be required to be recorded in the period of enactment which for us was the third quarter of fiscal 2018. However, AccountingStandards Update 2018-05: Income Taxes (Topic 740) (ASU 2018-05) was issued with guidance allowing for the recognition of provisional amounts in the event that the accounting is not complete and a reasonable

estimate can be made. The guidance allows for a measurement period of up to one year from the enactment date to finalize the accounting related to the TCJA.

As of November 25, 2018, we have not completed our accounting for the tax effects of the TCJA. During fiscal 2018, we recorded a provisional net benefit of $523.5 million which included the estimated impact of revaluing our net U.S. deferred tax liabilities to reflect the new U.S. corporate tax rate, partially offset by a provisional charge for the estimated transition tax and a provisional deferred tax liability related to changes in our permanent reinvestment assertion. This provisional net benefit was determined using reasonable estimates for those tax effects based on analysis and information available to date. The provisional net benefit is subject to revisions as we complete our analysis of the TCJA, collect and prepare necessary data, and interpret any additional guidance issued by the U.S. Treasury Department, Internal Revenue Service, Financial Accounting Standards Board, and other standard setting and regulatory bodies. Adjustments may materially impact our provision for income taxes and effective tax rate in the period in which the adjustments are made. Our accounting for the tax effects of the TCJA will be completed during the measurement period of up to one year from the enactment date. During the second quarter of fiscal 2019, we continued our analysis of the impacts of the TCJA and there were no adjustments to the previously recorded provisional amounts.

(16) Business Segment and Geographic Information

We operate in the packaged foods industry. During the fourth quarter of fiscal 2018, we acquired Blue Buffalo, which became our Pet operating segment. Following the acquisition, our operating segments are as follows: North America Retail; Convenience Stores & Foodservice; Europe & Australia; Asia & Latin America; and Pet.

Our North America Retail operating segment reflects business with a wide variety of grocery stores, mass merchandisers, membership stores, natural food chains, drug, dollar and discount chains,and e-commerce grocery providers. Our product categories in this business segmentare ready-to-eat cereals, refrigerated yogurt, soup, meal kits, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza and pizza snacks, grain, fruit and savory snacks, and a wide variety of organic products including refrigerated yogurt, nutrition bars, meal kits, saltysnacks, ready-to-eat cereal, and grain snacks.

Our major product categories in our Convenience Stores & Foodservice operating segmentare ready-to-eat cereals, snacks, refrigerated yogurt, frozen meals, unbaked and fully baked frozen dough products, and baking mixes. Many products we sell are branded to the consumer and nearly all are branded to our customers. We sell to distributors and operators in many customer channels including foodservice, convenience stores, vending, and supermarket bakeries in the United States.

Our Europe & Australia operating segment reflects retail and foodservice businesses in the greater Europe and Australia regions. Our product categories include refrigerated yogurt, meal kits, super-premium ice cream, refrigerated and frozen dough products, shelf stable vegetables, grain snacks, and dessert and baking mixes. We also sell super-premium ice cream directly to consumers through owned retail shops. Revenues from franchise fees are reported in the region or country where the franchisee is located.

Our Asia & Latin America operating segment consists of retail and foodservice businesses in the greater Asia and South America regions. Our product categories include super-premium ice cream and frozen desserts, refrigerated and frozen dough products, dessert and baking mixes, meal kits, salty and grain snacks, wellness beverages, and refrigerated yogurt. We also sell super-premium ice cream and frozen desserts directly to consumers through owned retail shops. Our Asia & Latin America segment also includes products manufactured in the United States for export, mainly to Caribbean and Latin American markets, as well as products we manufacture for sale to our international joint ventures. Revenues from export activities and franchise fees are reported in the region or country where the end customer or franchisee is located.

Our Pet operating segment includes pet food products sold primarily in the United States in specialty channels, including national pet superstore chains, regional pet store chains, neighborhood pet stores, and farm and feedstores; e-commerce retailers; military outlets; hardware stores; veterinary clinics and hospitals; and grocery and mass merchandisers. Our product categories include dog and cat food (dry foods, wet foods, and treats) made with whole meats, fruits and vegetables, and other high-quality natural ingredients. Our tailored pet product offerings address specific dietary, lifestyle, and life-stage needs and span different product types, diet types, breed sizes for dogs, lifestages, flavors, product functions and textures, and cuts for wet foods. We are reporting the Pet operating segment results ona one-month lag and accordingly, our fiscal 2018 results did not include Pet segment operating results.

Operating profit for these segments excludes unallocated corporate items, gain or loss on divestitures, and restructuring, impairment, and other exit costs. Unallocated corporate items include corporate overhead expenses, variances to planned domestic employee benefits and incentives, contributions to the General Mills Foundation, asset and liability remeasurement impact of hyperinflationary economies, restructuring initiative project-related costs, and other items that are not part of our measurement of segment operating performance. These include gains and losses arising from the revaluation of certain grain inventories and gains and lossesfrom mark-to-market valuation of certain commodity positions until passed back to our operating segments. These items affecting operating profit are centrally managed at the corporate level and are excluded from the measure of segment profitability reviewed by executive management. Under our supply chain organization, our manufacturing, warehouse, and distribution activities are substantially

integrated across our operations in order to maximize efficiency and productivity. As a result, fixed assets and depreciation and amortization expenses are neither maintained nor available for all operating segments.

Our operating segment results were as follows:

     Quarter Ended         Six-Month Period Ended 
In Millions     Nov. 25,
2018
   Nov. 26,
2017
       Nov. 25,
2018
   Nov. 26,
2017
 

Net sales:

           

North America Retail

 

$

   2,677.1   $    2,771.8   $   5,064.9   $    5,210.0 

Convenience Stores & Foodservice

    514.4    512.2      977.6    959.3 

Europe & Australia

    453.8    466.7      954.5    958.6 

Asia & Latin America

    430.7    448.0      829.7    840.0 

Pet

     335.2    -       678.5    - 

Total

 

$

   4,411.2   $4,198.7   $   8,505.2   $7,967.9 

Operating profit:

           

North America Retail

 

$

   619.8   $622.9   $   1,167.9   $1,156.1 

Convenience Stores & Foodservice

    109.6    106.5      206.7    191.3 

Europe & Australia

    22.5    26.9      57.0    57.5 

Asia & Latin America

    17.9    16.7      30.1    32.2 

Pet

     70.8    -       85.3    - 

Total segment operating profit

    840.6    773.0      1,547.0    1,437.1 

Unallocated corporate items

    84.2    62.4      190.5    116.0 

Restructuring, impairment, and other exit costs

     209.4    1.6       208.0    6.8 

Operating profit

 

$

   547.0   $709.0   $   1,148.5   $1,314.3 

Net sales for our North America Retail operating units were as follows:

     Quarter Ended         Six-Month Period Ended 
In Millions     Nov. 25,
2018
   Nov. 26,
2017
       Nov. 25,
2018
   Nov. 26,
2017
 

U.S. Meals & Baking

 

$

   1,174.6   $      1,196.7   $   2,012.1   $      2,052.7 

U.S. Cereal

    543.9    570.1      1,128.3    1,148.7 

U.S. Snacks

    504.3    524.9      1,037.8    1,083.5 

U.S. Yogurt and Other

    228.1    237.6      447.2    461.0 

Canada

     226.2    242.5       439.5    464.1 

Total

 

$

   2,677.1   $2,771.8   $   5,064.9   $5,210.0 

Net sales by class of similar products were as follows:

   Quarter Ended         Six-Month Period Ended 
In Millions  

Nov. 25,  

2018     

   

Nov. 26,  

2017     

       Nov. 25,
2018
   

Nov. 26,  

2017     

 

Snacks

  $          827.7   $          833.7   $       1,687.2   $        1,695.4 

Convenient meals

   698.6    723.4      1,312.5    1,329.2 

Cereal

   655.5    684.4      1,332.2    1,360.4 

Yogurt

   560.3    595.2      1,097.4    1,147.7 

Dough

   532.6    526.5      866.7    863.0 

Baking mixes and ingredients

   486.6    501.4      853.9    881.0 

Pet

   335.2    -      678.5    - 

Super-premium ice cream

   202.9    201.0      450.3    431.1 

Vegetables

   71.9    82.7      137.9    159.3 

Other

   39.9    50.4       88.6    100.8 

Total

  $4,411.2   $4,198.7   $   8,505.2   $7,967.9 

(17) New Accounting Pronouncements

In the first quarter of fiscal 2019, we adopted new accounting requirements related to the presentation of net periodic defined benefit pension expense, net periodic postretirement benefit expense, and net periodic postemployment benefit expense (collectively “net periodic benefit expense”). The new standard requires the service cost component of net periodic benefit expense to be recorded in the same line items as other employee compensation costs within our Consolidated Statements of Earnings. Other components of net periodic benefit expense must be presented separately outside of operating profit in our Consolidated Statements of Earnings. In addition, the new standard requires that only the service cost component of net periodic benefit expense is eligible for capitalization. The new standard requires retrospective adoption of the presentation of net periodic benefit expense and prospective application of the capitalization of the service cost component. For the quarters ended November 25, 2018, and November 26, 2017, the impact of the adoption of this standard on our results of operations was a decrease to our operating profit of $21.0 million and $20.8 million and a corresponding increase to benefit plannon-service income of $21.0 million and $20.8 million, respectively. For thesix-month periods ended November 25, 2018, and November 26, 2017, the impact of the adoption of this standard on our results of operations was a decrease to our operating profit of $41.9 million and $41.3 million and a corresponding increase to benefit plannon-service income of $41.9 million and $41.3 million, respectively. There were no changes to our reported segment operating profit.

In the first quarter of fiscal 2019, we adopted new accounting requirements for the recognition of revenue from contracts with customers. Under the new standard, we apply a principles-based five step model to recognize revenue upon the transfer of control of promised goods to customers and in an amount that reflects the consideration for which we expect to be entitled to in exchange for those goods. The principles-based five step model includes: 1) identifying the contract(s) with a customer; 2) identifying the performance obligations in the contract; 3) determining the transaction price; 4) allocating the transaction price to the performance obligations in the contract; and 5) recognizing revenue when (or as) we satisfy a performance obligation.

Our revenues primarily result from contracts with customers, which are generally short-term and have a single performance obligation – the delivery of product. We recognize revenue for the sale of packaged foods at the point in time when our performance obligation has been satisfied and control of the product has transferred to our customer, which generally occurs when the shipment is accepted by our customer. Sales include shipping and handling charges billed to the customer and are reported net of variable consideration and consideration payable to our customers, including trade promotion, consumer coupon redemption and other costs, including estimated allowances for returns, unsalable product, and prompt pay discounts. Sales, use, value-added, and other excise taxes are not included in revenue. Trade promotions are recorded using significant judgment of estimated participation and performance levels for offered programs at the time of sale. Differences between estimated expenses and actual costs are recognized as a change in management estimate in a subsequent period. We generally do not allow a right of return. However, on a limitedcase-by-case basis with prior approval, we may allow customers to return product. In limited circumstances, product returned in saleable condition is resold to other customers or outlets. Receivables from customers generally do not bear interest. Payment terms and collection patterns are short-term, and vary around the world and by channel, and as such, we do not have any significant financing components. Our allowance for doubtful accounts represents our estimate of probablenon-payments and credit losses in our existing receivables, as determined based on a review of past due balances and other specific account data. Account balances are written off against the allowance when we deem the amount is uncollectible. See Note 16 for disaggregation of our revenue into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. We do not have material contract assets or liabilities arising from our contracts with customers.

We utilized a comprehensive approach to evaluate and document the impact of the guidance on our current accounting policies and practices. We did not identify any material differences resulting from applying the new requirements to our revenue contracts. Additionally, we did not identify any significant changes to our business processes, systems, and controls to support recognition and disclosure requirements under the new guidance.

We adopted the requirements of the new standard and subsequent amendments to all contracts in the first quarter of fiscal 2019 using the cumulative effect approach. We recorded a $33.9 million cumulative effect adjustment net of income tax effects to the opening balance of fiscal 2019 retained earnings, a decrease to deferred income taxes of $11.4 million, and an increase to other current liabilities of $45.3 million related to the timing of recognition of certain promotional expenditures.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

INTRODUCTION

INTRODUCTION

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the MD&A included in our Annual Report on Form10-K for the fiscal year ended May 27, 201826, 2019 for important background regarding, among other things, our key business drivers. Significant trademarks and service marks used in our business are set forth initalicsherein. Certain terms used throughout this report are defined in the “Glossary” section below.

CONSOLIDATED RESULTS OF OPERATIONS

Second

First Quarter Results

In the secondfirst quarter of fiscal 2019,2020, net sales increased 5decreased 2 percent compared to the same period last year, primarily reflecting the addition of Blue Buffalolower contributions from volume growth across all segments excluding Pet, Products, Inc., (“Blue Buffalo”).partially offset by favorable net price realization and mix across all segments. In the secondfirst quarter of fiscal 2019,2020, organic net sales decreased 1 percent compared to the same period last year. Operating profit margin of 12.416.5 percent decreased 450increased 180 basis points, primarily driven by impairment charges recorded fromfavorable net price realization and mix across all segments, the purchase accounting inventory adjustment in the first quarter of fiscal 2019 related to our acquisition of Blue Buffalo Products, Inc. (Blue Buffalo), and lower expense related to the mark-to-market valuation of certain intangible and manufacturing assets,commodity positions, partially offset by the addition of Blue Buffalo.higher input costs and higher restructuring charges. Adjusted operating profit margin increased 40130 basis points to 17.317.0 percent compared to the same period last year, primarily driven by favorable net price realization and mix across all segments and the addition of Blue Buffalo.purchase accounting inventory adjustment in fiscal 2019, partially offset by higher input costs. Diluted earnings per share of $0.57 decreased 23$0.85 increased 31 percent compared to the secondfirst quarter of fiscal 2018 and adjusted2019. Adjusted diluted earnings per share of $0.85, which excludes certain items affecting comparability,$0.79 increased 13 percent on a constant-currency basis increased 2 percent compared to the secondfirst quarter last year. See the“Non-GAAP “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP.

A summary of our consolidated financial results for the secondfirst quarter of fiscal 20192020 follows:

 

 

 

Quarter Ended

 

 

 

 

Quarter Ended Aug. 25, 2019

In millions, except per share

 

Aug. 25, 2019 vs. Aug. 26, 2018

Percent of Net Sales

Constant-Currency Growth (a)

Net sales

$

4,002.5

 

(2)

%

 

 

 

 

Operating profit

 

662.4

 

10

%

16.5

%

 

 

Net earnings attributable to General Mills

 

520.6

 

33

%

 

 

 

 

Diluted earnings per share

$

0.85

 

31

%

 

 

 

 

Organic net sales growth rate (a)

 

 

 

(1)

%

 

 

 

 

Adjusted operating profit (a)

 

682.1

 

6

%

17.0

%

7

%

Adjusted diluted earnings per share (a)

$

0.79

 

11

%

 

 

13

%

(a) See the "Non-GAAP Measures" section below for our use of measures not defined by GAAP.

 

Quarter Ended Nov. 25, 2018  In millions, except
per share
   Quarter Ended
Nov. 25, 2018 vs.
Nov. 26, 2017
 Percent of Net
Sales
  Constant-
Currency
    Growth (a)    

Net sales

    $4,411.2    5 %      

Operating profit

   547.0    (23)%  12.4 %  

Net earnings attributable to General Mills

   343.4    (20)%    

Diluted earnings per share

    $0.57    (23)%    

Constant currency net sales growth rate (a)

       7 %  

Organic net sales growth rate (a)

     (1)%      

Total segment operating profit (a)

   840.6    9 %    9 %  

Adjusted operating profit (a)

   765.2    8 %  17.3 %  8 %  

Diluted earnings per share,

  excluding certain items affecting comparability (a)

    $0.85    4 %     2 %  

(a)    See the“Non-GAAP Measures” section below for our use of measures not defined by GAAP.    

Consolidatednet sales were as follows:

 

Quarter Ended

 

Aug. 25, 2019

 

Aug. 25, 2019 vs Aug. 26, 2018

Aug. 26, 2018

Net sales (in millions)

$

4,002.5

 

(2)

%

$

4,094.0

Contributions from volume growth (a)

 

 

 

(4)

pts

 

 

Net price realization and mix

 

 

 

3

pts

 

 

Foreign currency exchange

 

 

 

(1)

pt

 

 

Note: Table may not foot due to rounding.

 

 

 

 

 

 

 

(a) Measured in tons based on the stated weight of our product shipments.

 

 

 

  Quarter Ended 
   

Nov. 25,

2018

  Nov. 25, 2018 vs  
Nov. 26, 2017    
        Nov. 26,    
2017
 

Net sales (in millions)

   $    4,411.2      5 %          $  4,198.7 

Contributions from volume growth (a)

   3 pts         

Net price realization and mix

   4 pts         

Foreign currency exchange

    (2)pts            

(a)    Measured in tons based on the stated weight of our product shipments.

The 52 percent increasedecrease in net sales in the secondfirst quarter of fiscal 20192020 reflects the addition of Blue Buffalo,lower contributions from volume growth and unfavorable foreign currency exchange, partially offset by favorable net price realization and mix across all segments and higher contributions from volumemix.

Components of organic net sales growth are shown in the Asia & Latin America segment, partially offset by lower contributions from volume growth in the North America Retail, Europe & Australia and Convenience Stores & Foodservice segments.following table:

20


Quarter Ended Aug. 25, 2019 vs.

Quarter Ended Aug. 26, 2018

Contributions from organic volume growth (a)

(4)pts

Organic net price realization and mix

3 pts

Organic net sales growth

(1)pt

Foreign currency exchange

(1)pt

Divestitures

Flat

Net sales growth

(2)pts

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

Organic net sales decreased 1 percent in the secondfirst quarter of fiscal 20192020 driven by declininglower contributions from organic volume growth, partially offset by favorable organic net price realization and mix.

Components of organic net sales growth are shown in the following table:

Quarter Ended Nov. 25, 2018 vs.

Quarter Ended Nov. 26, 2017

Contributions from organic volume growth (a)

(3) pts 

Organic net price realization and mix

        2  pts 

Organic net sales growth

(1) pt  

Foreign currency exchange

(2) pts 

Acquisition and divestiture

8  pts 

Net sales growth

5  pts 

(a)    Measured in tons based on the stated weight of our product shipments.

Cost of salesincreased $149decreased $138 million from the secondfirst quarter of fiscal 20182019 to $2,902$2,613 million. The increasedecrease was primarily driven by a $73$115 million increasedecrease due to higherlower volume, andpartially offset by a $65$41 million increase attributable to product rate and mix. We recorded a $12$15 million net increase in cost of sales related to themark-to-market valuation of certain commodity positions and grain inventories in the secondfirst quarter of fiscal 20192020 compared to a net decreaseincrease of $4$31 million in the secondfirst quarter of fiscal 2018. We2019. In addition, we recorded $1$6 million of restructuring charges in cost of sales and $4in the first quarter of fiscal 2020. In the first quarter of fiscal 2019, we recorded $1 million of restructuring initiative project-related costs in the second quartercost of fiscal 2018sales (please refer to Note 32 to the Consolidated Financial Statements in Part I, Item 1 of this report). We recorded a $53 million charge related to the fair value adjustment of inventory acquired in the Blue Buffalo acquisition in the first quarter of fiscal 2019.

Selling, general, and administrative (SG&A) expensesincreased $18decreased $24 million to $753$719 million in the secondfirst quarter of fiscal 20192020 compared to the same period in fiscal 2018. The increase in SG&A expenses2019, primarily reflectsreflecting the additionimpact of Blue Buffalo, partially offset by a decrease in media and advertising expense and savings from cost management initiatives.lower consumer expenses. SG&A expenses as a percent of net sales in the secondfirst quarter of fiscal 20192020 decreased 4010 basis points compared with the secondfirst quarter of fiscal 2018.2019.

Restructuring, impairment, and other exit coststotaled $209$8 million in the secondfirst quarter of fiscal 20192020 compared to $2a $1 million net recovery in the same period last year.

Benefit plan non-service income totaled $30 million in the first quarter of fiscal 2020 compared to $21 million in the same period last year. We recorded impairment charges

Interest, net for the first quarter of $193fiscal 2020 totaled $119 million, indown $15 million from the secondfirst quarter of fiscal 2019, related to theProgresso,Food Should Taste Good, andMountain High brand intangible assets driven by lower future sales projections in our long-range plansaverage debt balances and rates.

The effective tax rate for the businesses supporting these brand intangible assets. During the secondfirst quarter of fiscal 2019, we also recorded a $13 million charge related2020 was 11.7 percent compared to 22.6 percent for the impairment of certain manufacturing assets within the North America Retail segment.

Benefit plannon-service incometotaled $21 million in each of the secondfirst quarter of fiscal 2019 and the second quarter of fiscal 2018. Please refer to Note 17 to the Consolidated Financial Statements in Part I, Item 1 of this report for additional information.

Interest, netfor the second quarter of fiscal 2019 totaled $133 million, up $58 million from the second quarter of fiscal 2018, primarily driven by higher average debt balances due to financing for the Blue Buffalo acquisition, and higher rates.

Theeffective tax rate for the second quarter of fiscal 2019 was 24.5 percent compared to 35.9 percent for the second quarter of fiscal 2018.2019. The 11.410.9 percentage point decrease was primarily due to thea net benefit related to the Tax Cutsreorganization of certain wholly owned subsidiaries and Jobs Act (“TCJA”) and a $42 million prior-period adjustment recordedcertain international discrete tax benefits in fiscal 2020. Our adjusted effective tax rate was 20.9 percent in the second first quarter of fiscal 2018. Our effective tax rate excluding certain items

affecting comparability was 23.82020 compared to 22.7 percent in the secondfirst quarter of fiscal 2019 compared to 29.3 percent in(see the second quarter of fiscal 2018. See the“Non-GAAP“Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP.

GAAP). The TCJA includes provisions affecting our fiscal 20191.8 percentage point decrease in the adjusted effective tax rate including but not limited to: a reductionwas primarily due to certain international discrete tax benefits in the U.S. corporate tax rate on domestic operations to 21 percent; a provision that taxes U.S. allocated expenses and certain income from foreign operations (Global Intangible Low Tax Income or “GILTI”); a limitation on deductible interest expense; the repeal of the domestic manufacturing deduction; and a limitation on the deductibility of certain executive compensation.fiscal 2020.

After-tax earnings from joint ventures for the secondfirst quarter of fiscal 2019decreased 82020increased 23 percent to $22 million compared to $24$18 million in the same period in fiscal 2018, 2019,primarily driven by lower joint venture sales and higher input costs forHäagen-Dazs Japan, Inc. (HDJ). our $1 million after-tax share of restructuring charges at Cereal Partners Worldwide (CPW) in fiscal 2020 compared to $5 million in fiscal 2019.On a constant-currency basis,after-tax earnings from joint ventures decreased 4increased 23 percent, including the impact of CPW restructuring charges (see the“Non-GAAP “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP). The components of our joint ventures’ net sales growth are shown in the following table:

Quarter Ended Aug. 25, 2019 vs.

 

 

 

 

 

 

 

Quarter Ended Aug. 26, 2018

 

CPW

HDJ (a)

Total

Contributions from volume growth (b)

 

(1)

pt

2

pts

 

 

Net price realization and mix

 

3

pts

4

pts

 

 

Net sales growth in constant currency

 

2

pts

6

pts

3

pts

Foreign currency exchange

 

(3)

pts

3

pts

(2)

pts

Net sales growth

 

(1)

pt

9

pts

1

pt

Note: Table may not foot due to rounding.

 

 

 

 

 

 

 

(a) Häagen-Dazs Japan, Inc

 

 

 

 

 

 

 

21


Quarter Ended Nov. 25, 2018 vs.
Quarter Ended Nov. 26, 2017  CPW (a)        HDJ            Total      

Contributions from volume growth (b) Measured in tons based on the stated weight of our product shipments.

1 pt 11 pts  

Net price realization and mix

1 pt (10)pts  

Net sales growth in constant currency

2 pts1 pt   2 pts  

Foreign currency exchange

(5)pts(1)pt   (4)pts  

Net sales growth

(3)ptsFlat      (2)pts  

(a)     Cereal Partners Worldwide (CPW)

(b)     Measured in tons based on the stated weight of our product shipments.

Average diluted shares outstandingincreased by 248 million in the secondfirst quarter of fiscal 20192020 from the same period a year ago due to the impact of the share issuance to partially fund the acquisition of Blue Buffalo and option exercises.

Six-Month Results

In thesix-month period ended November 25, 2018, net sales increased 7 percent compared to the same period last year, primarily reflecting the addition of Blue Buffalo. Organic net sales were flat in thesix-month period ended November 25, 2018. Operating profit margin of 13.5 percent was down 300 basis points fromyear-ago levels primarily driven by impairment charges recorded for certain intangible and manufacturing assets and the purchase accounting inventory adjustment related to our acquisition of Blue Buffalo. Adjusted operating profit margin decreased 20 basis points to 16.5 percent, primarily driven by higher input costs and the purchase accounting inventory adjustment related to our acquisition of Blue Buffalo. Diluted earnings per share of $1.22 decreased 15 percent in thesix-month period ended November 25, 2018, and adjusted diluted earnings per share of $1.56, which excludes certain items affecting comparability, on a constant-currency basis increased 1 percent compared to the same period last year (see the“Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).

A summary of our consolidated financial results for thesix-month period ended November 25, 2018, follows:

Six-Month Period Ended Nov. 25, 2018  In millions, except
per share
   Six-Month
Period Ended
Nov. 25, 2018
vs. Nov. 26,
2017
   Percent of Net
Sales
  Constant-
Currency
Growth (a)
 

Net sales

  $8,505.2    7  %    

Operating profit

   1,148.5    (13) %    13.5   

Net earnings attributable to General Mills

   735.7    (12) %    

Diluted earnings per share

  $1.22    (15) %    

Constant currency net sales growth rate (a)

        8  

Organic net sales growth rate (a)

     Flat         

Total segment operating profit (a)

   1,547.0    8  %     8  

Adjusted operating profit (a)

   1,406.5    6  %    16.5    5  

Diluted earnings per share, excluding certain items affecting comparability (a)

  $1.56    2  %        1  

(a)    See the“Non-GAAP Measures” section below for our use of measures not defined by GAAP.    

Consolidatednet sales were as follows:

   Six-Month Period Ended 
      Nov. 25,
  2018
   Nov. 25, 2018 vs
Nov. 26, 2017
 Nov. 26,
2017
 

Net sales (in millions)

  $8,505.2    7  %    $    7,967.9 

Contributions from volume growth (a)

     4  pts  

Net price realization and mix

     4  pts      

Foreign currency exchange

        (1)pt       

(a)    Measured in tons based on the stated weight of our product shipments.

The 7 percent increase in net sales for thesix-month period ended November 25, 2018, reflects the addition of Blue Buffalo, favorable net price realization and mix across all segments and higher contributions from volume growth in the Asia & Latin America segment, partially offset by lower contributions from volume growth in the North America Retail, Europe & Australia and Convenience Stores & Foodservice segments.

Organic net sales were flat in thesix-month period ended November 25, 2018, as favorable organic net price realization and mix was offset by declining contributions from organic volume growth.

Components of organic net sales growth are shown in the following table:

Six-Month Period Ended Nov. 25, 2018 vs.
Six-Month Period Ended Nov. 26, 2017

Contributions from organic volume growth (a)

(2) pts

Organic net price realization and mix

2  pts    

Organic net sales growth

            Flat

Foreign currency exchange

(1)pt

Acquisition and divestiture

8  pts

Net sales growth

7  pts

(a)    Measured in tons based on the stated weight of our product shipments.

Cost of salesincreased $444 million from thesix-month period ended November 26, 2017, to $5,653 million. The increase was driven by a $220 million increase due to higher volume and a $139 million increase attributable to product rate and mix. We recorded a $53 million charge in thesix-month period ended November 25, 2018, related to the fair value adjustment of inventory acquired in the Blue Buffalo acquisition. We recorded $13 million of restructuring charges in thesix-month period ended November 26, 2017. We also recorded $1 million of restructuring initiative project-related costs in thesix-month period ended November 25, 2018, compared to $5 million of restructuring initiative project-related costs in the same period last year (please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report). We recorded a $43 million net increase in cost of sales related to themark-to-market valuation of certain commodity positions and grain inventories in thesix-month period ended November 25, 2018, compared to a net decrease of $6 million in thesix-month period ended November 26, 2017.

SG&A expensesincreased $58 million to $1,496 million in thesix-month period ended November 25, 2018, compared to the same period in fiscal 2018. The increase in SG&A expenses primarily reflects the addition of Blue Buffalo, partially offset by a decrease in media and advertising expense and savings from cost management initiatives. SG&A expenses as a percent of net sales in thesix-month period ended November 25, 2018, decreased 50 basis points compared with the same period of fiscal 2018.

Restructuring, impairment, and other exit costs totaled $208 million in thesix-month period ended November 25, 2018, compared to $7 million in the same period last year. We recorded impairment charges of $193 million in the second quarter of fiscal 2019 related to theProgresso,Food Should Taste Good, andMountain High brand intangible assets driven by lower future sales projections in our long-range plans for the businesses supporting these brand intangible assets. During the second quarter of fiscal 2019, we also recorded a $13 million charge related to the impairment of certain manufacturing assets within the North America Retail segment.

Benefit plannon-service income totaled $42 million in thesix-month period ended November 25, 2018, compared to $41 million in the same period last year. Please refer to Note 17 to the Consolidated Financial Statements in Part I, Item 1 of this report for additional information.

Interest, netfor thesix-month period ended November 25, 2018, increased $119 million to $266 million compared to the same period of fiscal 2018, primarily driven by higher average debt balances due to financing for the Blue Buffalo acquisition and higher rates.

Theeffective tax rate for thesix-month period ended November 25, 2018, was 23.5 percent compared to 33.4 percent for the same period last year. The 9.9 percentage point decrease was primarily due to the net benefit related to the TCJA and a $42 million prior period adjustment recorded in the second quarter of fiscal 2018. Our effective tax rate excluding certain items affecting comparability was 23.3 percent in thesix-month period ended November 25, 2018, compared to 29.9 percent in the same period of fiscal 2018. See the“Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP.

The TCJA includes provisions affecting our fiscal 2019 effective tax rate, including but not limited to: a reduction in the U.S. corporate tax rate on domestic operations to 21 percent; a provision that taxes U.S. allocated expenses and certain income from foreign operations (GILTI); a limitation on deductible interest expense; the repeal of the domestic manufacturing deduction; and a limitation on the deductibility of certain executive compensation.

After-tax earnings from joint ventures decreased 17 percent to $40 million for thesix-month period ended November 25, 2018, compared to $48 million in the same period in fiscal 2018, primarily driven by our $5 millionafter-tax share of a restructuring charge at CPW and lower joint venture sales and higher input costs for HDJ. On a constant-currency basis,after-tax earnings from joint ventures decreased 14 percent, including the CPW restructuring charge (see the“Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP). The components of our joint ventures’ net sales growth are shown in the following table:

Six-month Period Ended November 25, 2018 vs.          
Six-month Period Ended November 26, 2017  CPW              HDJ              Total 

Contributions from volume growth (a)

   (1)pt   Flat  

Net price realization and mix

   pt   (6)pts    

Net sales growth in constant currency

   Flat   (6)pts     (1)pts   

Foreign currency exchange

   (4)pts   Flat   (3)pts   

Net sales growth

   (4)pts   (6)pts     (4)pts   

(a)     Measured in tons based on the stated weight of our product shipments.

Average diluted shares outstandingincreased by 20 million in thesix-month period ended November 25, 2018, compared to the same period a year ago due to the impact of the share issuance to partially fund the acquisition of Blue Buffalo and option exercises.

SEGMENT OPERATING RESULTS

Our businesses are organized into five operating segments: North America Retail; Convenience Stores & Foodservice; Europe & Australia; Asia & Latin America; and Pet. We are reporting the Pet operating segment results on aone-month lag and accordingly, our fiscal 2018 results do not include Pet segment operating results. lag. Please refer to Note 1615 of the Consolidated Financial Statements in Part I, Item 1 of this report for a description of our operating segments.

North America Retail Segment Results

North America Retail net sales were as follows:

 

Quarter Ended

 

Aug. 25, 2019

 

Aug. 25, 2019 vs Aug. 26, 2018

Aug. 26, 2018

Net sales (in millions)

$

2,376.1

 

Flat

 

$

2,387.8

Contributions from volume growth (a)

 

 

 

(1)pt

 

 

 

Net price realization and mix

 

 

 

1 pt

 

 

 

Foreign currency exchange

 

 

 

Flat

 

 

 

Note: Table may not foot due to rounding.

  Quarter Ended  Six-Month Period Ended 
   Nov. 25,
2018
  Nov. 25, 2018 vs
Nov. 26, 2017
 Nov. 26,
2017
  Nov. 25,
2018
  Nov. 25, 2018 vs
Nov. 26, 2017
 Nov. 26,
2017
 

Net sales (in millions)

 $  2,677.1  

(3)% 

 $    2,771.8  $    5,064.9  

(3)% 

 $    5,210.0 

Contributions from volume growth (a)

  (4)pts   (4)pts 

Net price realization and mix

  1  pt    2 pts 

Foreign currency exchange

     Flat             (1)pt      

(a)Measured in tons based on the stated weight of our product shipments.

North America Retail net sales decreased 3 percentwere flat in each of the secondfirst quarter of fiscal 2019 and thesix-month period ended November 25, 2018,2020 compared to the same periodsperiod in fiscal 2018, reflecting declines2019, driven by favorable net price realization and mix offset by a decrease in all operating units.contributions from volume growth.

The components of North America Retail organic net sales growth are shown in the following table:

            Quarter Ended                  Six-Month Period Ended      
Nov. 25, 2018Nov. 25, 2018

Quarter Ended

Aug. 25, 2019

Contributions from organic volume growth (a)

(4)pts      

(1)

pt

(4)pts      

Organic net price realization and mix

1  pt       

pt

2 pts      

Organic net sales growth

(3)pts      

Flat

(2)pts      

Foreign currency exchange

Flat

(1)pt       

Divestiture (b)Net sales growth

Flat

Flat          

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

North America Retail organic net sales were flat in the first quarter of fiscal 2020 compared to the same period in fiscal 2019. This was primarily driven by favorable organic net price realization and mix offset by a decrease in contributions from organic volume growth.

North America Retail net sales percentage change by operating unit are shown in the following table:

Quarter Ended

Aug. 25, 2019

U.S. Meals & Baking

(1)

%

U.S. Cereal

1

U.S. Snacks

(1)

Canada (a)

(2)

U.S. Yogurt and Other

Flat

Total

Flat

(a) On a constant-currency basis, Canada net sales decreased 1 percent for the first quarter of fiscal 2020. See the "Non-GAAP Measures" section below for our use of this measure not defined by GAAP.

Segment operating profit increased 2 percent to $560 million in the first quarter of fiscal 2020 compared to $548 million in the same period last year, driven by positive net price realization and mix and lower input costs, partially offset by higher SG&A expenses. Segment operating profit increased 2 percent on a constant-currency basis in the first quarter of fiscal 2020, compared to the same period in fiscal 2019 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

22


Europe & Australia Segment Results

Europe & Australia net sales were as follows:

 

 

 

Quarter Ended

 

 

Aug. 25, 2019

 

Aug. 25, 2019 vs. Aug. 26, 2018

Aug. 26, 2018

Net sales (in millions)

$

454.1

 

(9)

%

$

500.7

Contributions from volume growth (a)

 

 

 

(7)

pts

 

 

Net price realization and mix

 

 

 

2

pts

 

 

Foreign currency exchange

 

 

 

(4)

pts

 

 

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

Europe & Australia net sales decreased 9 percent in the first quarter of fiscal 2020 compared to the same period in fiscal 2019, driven primarily by a decrease in contributions from volume growth and unfavorable foreign currency exchange partially offset by favorable net price realization and mix.

The components of Europe & Australia organic net sales growth are shown in the following table:

Quarter Ended

Aug. 25, 2019

Contributions from organic volume growth (a)

(7)pts

Organic net price realization and mix

2 pts

Organic net sales growth

(5)pts

Foreign currency exchange

(4)pts

Net sales growth

(3)

(9)pts

(3)pts      

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

(b)    Related to the divestiture of North American Green Giant product lines.

North America RetailEurope & Australia organic net sales decreased 35 percent in the secondfirst quarter of fiscal 20192020 compared to the same period in fiscal 2018,2019, driven by a decrease in contributions from organic volume growth partially offset by favorable organic net price realization and mix.

North America Retail organic net sales

Segment operating profit decreased 220 percent to $28 million in thesix-month period ended November, 25, 2018, first quarter of fiscal 2020 compared to $34 million in the first quarter of fiscal 2019 primarily driven by higher SG&A expenses and input costs, including currency-driven inflation on imported products in certain markets, partially offset by favorable net price realization and mix. Segment operating profit decreased 15 percent on a constant-currency basis in the first quarter of fiscal 2020 compared to the same period in fiscal 2018, driven by a decrease in contributions from organic volume growth partially offset by favorable organic net price realization and mix.

North America Retail net sales percentage change by operating unit are shown in2019 (see the following table:

        Quarter Ended          

Six-Month

      Period Ended      

   Nov. 25, 2018    Nov. 25, 2018

U.S. Cereal

 (5)%  (2)%

U.S. Meals & Baking

 (2)      (2)    

U.S. Snacks

 (4)      (4)    

Canada (a)

 (7)      (5)    

U.S. Yogurt

 (4)       (3)    

Total

 (3)%   (3)%
(a)

On a constant currency basis, Canada net sales decreased 3 percent for the second quarter of fiscal 2019 and 2 percent for thesix-month period ended November 25, 2018. See the“Non-GAAP Measures” section below for our use of this measure not defined by GAAP.

Segment operating profit was flat to last year at $620 million in the second quarter of fiscal 2019 compared to $623 million in fiscal 2018, driven by lower SG&A expenses and benefits from cost savings initiatives, offset by lower net sales and higher input costs. Segment operating profit was flat to last year on a constant-currency basis in the second quarter of fiscal 2019 compared to the same period in fiscal 2018 (see the“Non-GAAP“Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

Segment operating profit increased 1 percent to $1,168 million in thesix-month period ended November 25, 2018, compared to $1,156 million the same period last year, primarily driven by lower SG&A expenses and benefits from cost savings initiatives, partially offset by lower net sales and higher input costs. Segment operating profit increased 1 percent on a constant-currency basis in thesix-month period ended November 25, 2018, compared to the same period in fiscal 2018 (see the“Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

Convenience Stores & Foodservice Segment Results

Convenience Stores & Foodservice net sales were as follows:

 

 

 

Quarter Ended

 

 

Aug. 25, 2019

 

Aug. 25, 2019 vs Aug. 26, 2018

Aug. 26, 2018

Net sales (in millions)

$

445.0

 

(4)

%

$

463.2

Contributions from volume growth (a)

 

 

 

(6)

pts

 

 

Net price realization and mix

 

 

 

2

pts

 

 

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

   Quarter Ended   Six-Month
Period Ended
 
    Nov. 25,
2018
   Nov. 25, 2018 vs
Nov. 26, 2017
  Nov. 26,
2017
   Nov. 25,
2018
   Nov. 25, 2018 vs
Nov. 26, 2017
  Nov. 26,
2017
 

Net sales (in millions)

  $    514.4   

Flat      

  $  512.2   $    977.6   

2 %  

  $    959.3 

Contributions from volume growth (a)

    (3)pts       (2)pts   

Net price realization and mix

       3  pts             4 pts      

(a)    Measured in tons based on the stated weight of our product shipments.

Convenience Stores & Foodservice net sales were flatdecreased 4 percent in the secondfirst quarter of fiscal 20192020 compared to the same period in fiscal 2018, reflecting higher net sales across Focus 6 platforms2019, driven by favorable net price realization and mix offset by a decrease in contributions from volume growth.

Convenience Stores & Foodservice net sales increased 2 percent in thesix-month period ended November 25, 2018, compared to the same period in fiscal 2018, reflecting higher net sales across the portfolio drivengrowth, partially offset by favorable net price realization and mix partially offset by a decrease in contributions from volume growth.mix.

The components of Convenience Stores & Foodservice organic net sales growth are shown in the following table:

23


  Quarter Ended  

Six-Month
     Period Ended    

Nov. 25, 2018Nov. 25, 2018

Quarter Ended

Aug. 25, 2019

Contributions from organic volume growth (a)

(3)

(6)pts

(2)pts

Organic net price realization and mix

3

2 pts

4 pts

Organic net sales growth

Flat     

(4)pts

Net sales growth

Flat     

(4)pts

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

Segment operating profit increased 3decreased 6 percent to $110$91 million in the secondfirst quarter of fiscal 20192020 compared to $106$97 million in the same period last year, primarily driven by positive net price realization and mix and benefits from cost savings initiatives, partially offset byhigher input cost inflation.

Segment operating profit increased 8 percent to $207 million in thesix-month period ended November 25, 2018, compared to $191 million in the same period last year, primarily driven by positive net price realization and mix and benefits from cost savings initiatives, partially offset by input cost inflation.

Europe & Australia Segment Results

Europe & Australia net sales were as follows:

   Quarter Ended     

Six-Month Period

Ended

 
    Nov. 25,
2018
   Nov. 25, 2018 vs.
Nov. 26, 2017
  Nov. 26,
2017
      Nov. 25,
2018
   Nov. 25, 2018 vs.
Nov. 26, 2017
  Nov. 26,
2017
 

Net sales (in millions)

  $453.8   

(3)%    

  $466.7     $954.5   

Flat      

  $958.6 

Contributions from volume growth (a)

    (3)pts        (2)pts    

Net price realization and mix

    3 pts        3 pts    

Foreign currency exchange

       (3)pts                 (1)pt        

(a)    Measured in tons based on the stated weight of our product shipments.

Europe & Australia net sales decreased 3 percent in the second quarter of fiscal 2019 compared to the same period in fiscal 2018, driven primarily by unfavorable foreign currency exchangecosts and a decrease in contributions from volume growth, partially offset by favorable net price realization and mix.

Europe & Australia

Pet Segment Results

 

 

 

Quarter Ended

 

 

Aug. 25, 2019

 

Aug. 25, 2019 vs Aug. 26, 2018

Aug. 26, 2018

Net sales (in millions)

$

367.8

 

7

%

$

343.3

Contributions from volume growth (a)

 

 

 

1

pt

 

 

Net price realization and mix

 

 

 

7

pts

 

 

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

Pet net sales were flatincreased 7 percent in thesix-month period ended November 25, 2018, first quarter of fiscal 2020 compared to the same period in fiscal 2018, as2019, driven by favorable net price realization and mix were offset by a decreaseand an increase in contributions from volume growth, and unfavorable foreign currency exchange.partially offset by the impact from 7 additional days of results from the month of acquisition in fiscal 2019.

The components of Europe & AustraliaPet organic net sales growth are shown in the following table:

    Quarter Ended      Six-Month Period  
Ended
Nov. 25, 2018Nov. 25, 2018

Quarter Ended

Aug. 25, 2019

Contributions from organic volume growth (a)

(3)pts(2)pts 

1 pt

Organic net price realization and mix

3

7 pts

pts 

Organic net sales growth

Flat       pt 

7 pts

Foreign currency exchangeNet sales growth

(3)

7 pts

(1)  pt 

Net sales growthNote: Table may not foot due to rounding.

(3)ptsFlat

(a) Measured in tons based on the stated weight of our product shipments.

(a)    Measured in tons based on the stated weight of our product shipments.

Europe & Australia organic net sales were flatSegment operating profit increased to $81 million in the secondfirst quarter of fiscal 20192020 compared to the same period in fiscal 2018, as favorable organic net price realization and mix were offset by a decrease in contributions from organic volume growth.

Europe & Australia organic net sales increased 1 percent in thesix-month period ended November 25, 2018, compared to the same period in fiscal 2018, driven primarily by favorable organic net price realization and mix partially offset by a decrease in contributions from organic volume growth.

Segment operating profit decreased 16 percent to $22 million in the second quarter of fiscal 2019 compared to $27 million in the second quarter of fiscal 2018 primarily driven by lower net sales and higher input costs, including currency driven inflation on imported products in certain markets, partially offset by lower SG&A expenses. Segment operating profit decreased 12 percent on a constant-currency basis in the second quarter of fiscal 2019 compared to the same period in fiscal 2018 (see the“Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

Segment operating profit decreased 1 percent to $57 million in thesix-month period ended November 25, 2018, compared to $58$14 million in the same period of fiscal 2018last year, primarily driven by higher input costs, including currency-driven inflation on imported

products in certain markets, partially offset by lower SG&A expenses. Segment operating profit increased 1 percent on a constant-currency basis$53 million purchase accounting adjustment related to inventory acquired in thesix-month period ended November 25, 2018, compared to the same period in first quarter of fiscal 2018 (see the“Non-GAAP Measures” section below for our use of this measure not defined by GAAP).2019 and favorable net price realization and mix.

Asia & Latin America Segment Results

Asia & Latin America net sales were as follows:

 

 

 

Quarter Ended

 

 

 

Aug. 25, 2019

 

Aug. 25, 2019 vs. Aug. 26, 2018

 

Aug. 26, 2018

 

Net sales (in millions)

$

359.5

 

(10)

%

$

399.0

 

Contributions from volume growth (a)

 

 

 

(11)

pts

 

 

 

Net price realization and mix

 

 

 

3

pts

 

 

 

Foreign currency exchange

 

 

 

(2)

pts

 

 

 

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

  Quarter Ended     Six-Month Period
Ended
 
   

Nov. 25,
2018

  Nov. 25, 2018 vs.
Nov. 26, 2017
  Nov. 26,
2017
     Nov. 25,
2018
  Nov. 25, 2018 vs.
Nov. 26, 2017
  Nov. 26,
2017
 

Net sales (in millions)

 $      430.7    (4)%    $      448.0   $        829.7   (1)%    $      840.0   

Contributions from volume growth (a)

   2 pts       3 pts   

Net price realization and mix

   3 pts       4 pts   

Foreign currency exchange

      (9)pts                (8)pts      

(a)      Measured in tons based on the stated weight of our product shipments.24


Asia & Latin America net sales decreased 410 percent in the secondfirst quarter of fiscal 20192020 compared to the same period last year, driven primarily by lower contributions from volume growth and unfavorable foreign currency exchange, partially offset by favorable net price realization and mix and contributions from volume growth.mix.

Asia & Latin America net sales decreased 1 percent in thesix-month period ended November 25, 2018, compared to the same period last year, driven primarily by unfavorable foreign currency exchange partially offset by favorable net price realization and mix and contributions from volume growth.

The components of Asia & Latin America organic net sales growth are shown in the following table:

Quarter
Ended
    Six-Month    
    Period Ended     
Nov. 25, 2018    Nov. 25, 2018    

Quarter Ended

Aug. 25, 2019

Contributions from organic volume growth (a)

(5)pts

3 pts

Organic net price realization and mix

3 pts4 pts

1 pts

Organic net sales growth

5

(3)pts

7 pts

Foreign currency exchange

(9)

(2)pts

(8)pts

Divestitures (b)

(5)pts

Net sales growth

(4)

(10)pts

(1)pt

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

(b)Impact of the divestiture of our La Salteña business in Argentina and our Yoplait business in China.

Asia & Latin America organic net sales increased 5decreased 3 percent in the secondfirst quarter of fiscal 20192020 compared to the same period in fiscal 2018,2019, primarily driven by an increaselower contributions from organic volume growth, partially offset by favorable organic net price realization and mix.

Segment operating profit decreased 17 percent to $10 million in organicthe first quarter of fiscal 2020 compared to $12 million in the first quarter of fiscal 2019 primarily driven by higher input costs, partially offset by favorable net price realization and mix and contributions from organic volume growth.

Asia & Latin America organic net sales increased 7 percent in thesix-month period ended November 25, 2018, compared to the same period last year, primarily driven by an increase in organic net price realization and mix and contributions from organic volume growth.

Segment operating profit increased 7 percent to $18 million in the second quarter of fiscal 2019 compared to $17 million in the second quarter of fiscal 2018 primarily driven by favorable foreign currency exchange.lower SG&A expenses. Segment operating profit decreased 611 percent on a constant-currency basis in the secondfirst quarter of fiscal 20192020 compared to the same period in fiscal 20182019 (see the“Non-GAAP “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

Segment operating profit decreased 6 percent to $30 million in thesix-month period ended November 25, 2018, compared to $32 million in the same period last year primarily driven by higher media and advertising expense. Segment operating profit decreased 21 percent on a constant-currency basis in thesix-month period ended November 25, 2018, compared to the same period in fiscal 2018 (see the“Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

Pet Segment Results

Pet net sales were as follows:

         Quarter Ended              Six-Month Period Ended  
    

Nov. 25,

2018

   

Nov. 26,

2017

       

Nov. 25,

2018

   Nov. 26,
2017
 
        

 

 

 

Net sales (in millions)

    $        335.2        $          -              $        678.5     $            -      

Pet net sales and operating profit in the second quarter of fiscal 2019 totaled $335 million and $71 million respectively. Pet operating profit includes $3 million of amortization of the customer list intangible asset.

Pet net sales and operating profit in thesix-month period ended November 25, 2018 were $678 million and $85 million respectively. Thesix-month period ended November 25, 2018 includes results for 7 days of the month of acquisition. Segment operating profit in thesix-month period ended November 25, 2018 includes a $53 million purchase accounting adjustment related to inventory acquired and $7 million of amortization of the customer list intangible asset.

UNALLOCATED CORPORATE ITEMS

Unallocated corporate expense totaled $84$99 million in the secondfirst quarter of fiscal 20192020 compared to $62$106 million in the same period in fiscal 2018. We did not record restructuring charges or restructuring initiative project-related costs in cost of sales in2019. During the secondfirst quarter of fiscal 2019, compared to $1 million of restructuring charges and $4 million of restructuring initiative project-related costs in cost of sales in the same period last year. We2020, we recorded a $12$15 million net increase in expense related to themark-to-market valuation of certain commodity positions and grain inventories in the second quarter of fiscal 2019 compared to a $4$31 million net decreaseincrease in expense in the same period last year. We also recorded $13$10 million of net gains related to valuation adjustments and the loss on the sale of certain investment valuation adjustments. We alsocorporate investments in the first quarter of fiscal 2020. In addition, we recorded $7$6 million of integration costsrestructuring charges in cost of sales during the secondfirst quarter of fiscal 2020. In the first quarter of fiscal 2019, related to the acquisition of Blue Buffalo. In addition, we recorded a $3 million loss related to the impact of hyperinflationary accounting for our Argentina subsidiary.

Unallocated corporate expense totaled $190 million in thesix-month period ended November 25, 2018, compared to $116 million in the same period last year. In thesix-month period ended November 25, 2018, we recorded an immaterial amount of restructuring charges and $1 million of restructuring initiative project-related costs in cost of sales compared to $13 million of restructuring charges and $5 million of restructuring initiative project-related costs in cost of sales in the same period last year. Wesales. In addition, we recorded a $43 million net increase in expense related to themark-to-market valuation of certain commodity positions and grain inventories in thesix-month period ended November 25, 2018, compared to a $6 million net decrease in expense in the same period a year ago. We recorded $13 million of gains related to certain investment valuation adjustments. We also recorded $16$9 million of integration costs in thesix-month period ended November 25, 2018, related to the acquisition of Blue Buffalo. In addition, we recorded a $3 million loss related toBuffalo in the impactfirst quarter of hyperinflationary accounting for our Argentina subsidiary.fiscal 2019.

LIQUIDITY

LIQUIDITY

During thesix-month period ended November 25, 2018, first quarter of fiscal 2020, cash provided by operations was $1,396$572 million compared to $1,567$607 million in the same period last year. The $171$35 million decrease was primarily driven by a $262$99 million change in current assets and liabilities and a $105 million decrease in net earnings, including earnings attributable to redeemable and noncontrolling interests, partially offset by a $186$66 million change innon-cash restructuring, impairment, and other exit costs deferred income taxes primarily driven by impairment charges recorded fromdue to a net benefit related to the reorganization of certain intangible and manufacturing assets.wholly owned subsidiaries. The $262$99 million change in current assets and liabilities was primarily driven by a $233an $87 million change in the timing of accounts payable.inventory balances. These were partially offset by a $133 million increase in net earnings.

Cash used by investing activities during thesix-month period ended November 25, 2018, first quarter of fiscal 2020 was $295$84 million, compared to $271$140 million for the same period in fiscal 2018.2019. Investments of $254$70 million in land, buildings and equipment in thesix-month period ended November 25, 2018, first quarter of fiscal 2020 decreased $6by $43 million compared to the same period a year ago. In addition, we made $51 million of other investments, primarily by our venture capital fund during thesix-month period ended November 25, 2018.

Cash used by financing activities during thesix-month period ended November 25, 2018, first quarter of fiscal 2020 was $947$429 million compared to $1,131$423 million in the same period in fiscal 2018.2019. We had $482$170 million of net debt repayments in thesix-month period ended November 25, 2018, first quarter of fiscal 2020 compared to $53$190 million of net debt issuancesrepayments in the same period a year ago. Sodiaal International (Sodiaal) made an additional investment of $56 million in our Yoplait SAS subsidiary during thesix-month period ended November 25, 2018. We paid $589

$298 million of dividends in the first six monthsquarter of fiscal 20192020 compared to $565$294 million in the same period last year. In addition, we paid $600 million in cash to repurchase common stock during thesix-month period ended November 26, 2017.

As of NovemberAugust 25, 2018,2019, we had $499$465 million of cash and cash equivalents held in foreign jurisdictions. As a result of the TCJA,Tax Cuts and Jobs Act (TCJA), the historic undistributed earnings of our foreign subsidiaries were taxed in the U.S. via theone-time repatriation tax in fiscal 2018. We arere-evaluatinghave re-evaluated our indefinitepermanent reinvestment assertion in connection with the TCJA. We recorded a provisional estimate inand have concluded that although earnings prior to fiscal 2018 forwill remain permanently reinvested, we will no longer make a permanent reinvestment assertion beginning with our fiscal 2018

25


earnings. We record local country withholding taxes relatedon our international earnings, as applicable. As a result of the transition tax, we may repatriate our cash and cash equivalents held by our foreign subsidiaries without such funds being subject to certain entities from which we began repatriating undistributed earnings. We plan to finalize our assessment in the third quarter of fiscal 2019.further U.S. income tax liability.

CAPITAL RESOURCES

Our capital structure was as follows:

In Millions  Nov. 25,
2018
    May 27,
2018

 

Aug. 25, 2019

 

 

May 26, 2019

Notes payable

  $1,056.3       $1,549.8  

$

1,296.1

 

$

1,468.7

Current portion of long-term debt

   1,990.6      1,600.1 

 

1,391.8

 

 

1,396.5

Long-term debt

   12,208.6      12,668.7 

 

11,619.8

 

 

11,624.8

Total debt

   15,255.5      15,818.6 

 

14,307.7

 

 

14,490.0

Redeemable interest

   547.6      776.2 

 

547.8

 

 

551.7

Noncontrolling interests

   327.6      351.3 

 

312.8

 

 

313.2

Stockholders’ equity

   6,651.8      6,141.1 

Stockholders' equity

 

7,382.8

 

 

7,054.5

Total capital

  $  22,782.5     $  23,087.2 

$

22,551.1

 

$

22,409.4

To ensure availability of funds, we maintain bank credit lines sufficient to cover our outstanding notes payable. Commercial paper is a continuing source of short-term financing. We have commercial paper programs available to us in the United States and Europe. We also have committed, uncommitted, and asset-backed credit lines that support our foreign operations.

The following table details thefee-paid committed and uncommitted credit lines we had available as of NovemberAugust 25, 2018:2019:

In Billions Facility
Amount
    Borrowed
   Amount
 

 

Facility Amount

 

 

Borrowed Amount

Credit facility expiring:

  

 

 

 

 

 

May 2022

 $2.7  $- 

$

2.7

 

$

-

June 2019

 0.2   - 
 

 

 

 

September 2019

 

0.2

 

 

-

Total committed credit facilities

 2.9   - 

 

2.9

 

 

-

Uncommitted credit facilities

 0.6  0.2 

 

0.7

 

 

0.2

Total committed and uncommitted credit facilities

 $            3.5  $0.2 

$

3.6

 

$

0.2

 

 

 

 

 

We have a 51 percent controlling interest in Yoplait SAS and a 50 percent interest in Yoplait Marques SNC and Liberté Marques Sàrl. Sodiaal International (Sodiaal) holds the remaining interests in each of these entities. We consolidate these entities into our consolidated financial statements. We record Sodiaal’s 50 percent interests in Yoplait Marques SNC and Liberté Marques Sàrl as noncontrolling interests, and its 49 percent interest in Yoplait SAS as a redeemable interest on our Consolidated Balance Sheets. Sodiaal has the ability to put all or a portion of its redeemable interest to us at fair value once per year, up to three times before December 2024. As of August 25, 2019, the redemption value of the redeemable interest was $548 million, which approximates its fair value.

During the second quarter of fiscal 2019, Sodiaal made an additional investment of $56 million in Yoplait SAS.

The third-party holder of the General Mills Cereals, LLC (GMC) Class A Interests receives quarterly preferred distributions from available net income based on the application of a floating preferred return rate to the holder’s capital account balance established in the most recentmark-to-market valuation (currently $252 million). On June 1, 2018, the floating preferred return rate on GMC’s Class A Interests was reset to the sum of three-month LIBOR plus 142.5 basis points. The preferred return rate is adjusted every three years through a negotiated agreement with the Class A Interest holder or through a remarketing auction.

We have an option to purchase the Class A Interests for consideration equal to the then current capital account value, plus any unpaid preferred return and the prescribed make-whole amount. If we purchase these interests, any change in the third-party holder’s capital account from its original value will be charged directly to retained earnings and will increase or decrease the net earnings used to calculate EPS in that period.

To ensure availability of funds, we maintain bank credit lines sufficient to cover our outstanding notes payable. Commercial paper is a continuing source of short-term financing. We have a 51 percent controlling interest in Yoplait SAS and a 50 percent interest in Yoplait Marques SNC and Liberté Marques Sàrl. Sodiaal holds the remaining interests in each of these entities. We consolidate these entities into our consolidated financial statements. As of November 25, 2018, we recorded Sodiaal’s 50 percent interests in Yoplait Marques SNC and Liberté Marques Sàrl as noncontrolling interests, and the redemption value of its 49 percent interest in Yoplait SAS as a redeemable interest on our Consolidated Balance Sheets. These euro- and Canadian dollar-denominated interests are reported in U.S. dollars on our Consolidated Balance Sheets. Sodiaal has the ability to put all or a portion of its redeemable interestcommercial paper programs available to us at fair value once per year, up to three times before December 2024. As of November 25, 2018,in the redemption value of the redeemable interest was $548 million, which approximates its fair value.

United States and Europe. We also have uncommitted and asset-backed credit lines that support our foreign operations.

During the second quarter of fiscal 2019, Sodiaal made an additional investment of $56 million in Yoplait SAS.

Certain of our long-term debt agreements, our credit facilities, and our noncontrolling interests contain restrictive covenants. As of NovemberAugust 25, 2018,2019, we were in compliance with all of these covenants.

26


We have $1,991$1,392 million of long-term debt maturing in the next 12 months that is classified as current, including $1,150 million of 5.65 percent notes due February 2019, $500 million of 2.2 percent notes due October 2019, and €300.0 million of euro-denominated 0.0 percent notes due January 2020, and €500.0 million of euro-denominated floating-rate notes due March 2019.January 2020. We believe that cash flows from operations, together with available short- and long-term debt financing, will be adequate to meet our liquidity and capital needs for at least the next 12 months.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

There were no material changes outside the ordinary course of our business in our contractual obligations oroff-balance sheet arrangements during the secondfirst quarter of fiscal 2019.2020.

SIGNIFICANT ACCOUNTING ESTIMATES

Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements included in our Annual Report on Form10-K for the fiscal year ended May 27, 2018.26, 2019. The accounting policies used in preparing our interim fiscal 20192020 Consolidated Financial Statements are the same as those described in our Form10-K with the exception of the new accounting requirements adopted in the first quarter of fiscal 20192020 related to hedge accounting and the accounting, presentation, and classification of net periodic benefit expense, net periodic postretirement benefit expense, and net periodic postemployment benefit expense and to revenue recognition.leases. Please see Note 171 to the Consolidated Financial Statements in Part I, Item 1 of this report for additional information.

Our significant accounting estimates are those that have meaningful impact on the reporting of our financial condition and results of operations. These estimates include our accounting for promotional expenditures, valuation of long-lived assets, intangible assets, redeemable interest, stock-based compensation, income taxes, and defined benefit pension, other postretirement benefit, and postemployment benefit plans. The assumptions and methodologies used in the determination of those estimates as of NovemberAugust 25, 2018,2019, are the same as those described in our Annual Report on Form10-K for the fiscal year ended May 27, 2018, with the exception of the new accounting requirements adopted in the first quarter of fiscal 2019 for presentation of net periodic defined benefit pension expense, net periodic postretirement benefit expense and net periodic postemployment benefit expense, and revenue recognition. See Note 17 to the Consolidated Financial Statements in Part I, Item 1 of this report for additional information.26, 2019.

On December 22, 2017, the TCJA was signed into law. The TCJA results in significant revisions to the U.S. corporate income tax system, including a reduction in the U.S. corporate income tax rate, implementation of a territorial system,and a one-time deemed repatriation tax on untaxed foreign earnings. The TCJA also resulted in a U.S. federal statutory rate of 21 percent in fiscal 2019. Generally, the impacts of the new legislation would be required to be recorded in the period of enactment, which for us was the third quarter of fiscal 2018. However, AccountingStandards Update 2018-05: Income Taxes (Topic 740) (ASU 2018-05) was issued with guidance allowing for the recognition of provisional amounts in the event that the accounting is not complete and a reasonable estimate can be made. The guidance allows for a measurement period of up to one year from the enactment date to finalize the accounting related to the TCJA which for us will be the third quarter of fiscal 2019. See Note 15 to the Consolidated Financial Statements in Part I, Item 1 of this report for additional information.

We performed ourOur annual goodwill and indefinite-lived intangible assets impairment test as ofwas performed on the first day of the second quarter of fiscal 2019. As a result of lower sales projections in our long-range plans for the businesses supporting theProgresso,Food Should Taste Good, andMountain Highbrand intangible assets, we recorded the following$193 million of impairment charges:

In Millions  Impairment
Charge
     

Fair Value as of

Nov. 25, 2018

 

Progresso

  $132.1     $330.0 

Food Should Taste Good

   45.1      - 

Mountain High

   15.4      - 

Total

  $          192.6     $          330.0 

charges related to these intangible assets. Significant assumptions used in that assessment included our long-range cash flow projections for the businesses, royalty rates, weighted average cost of capital rates, and tax rates.

All other

Our Latin America reporting unit and the Yoki brand intangible asset had fair values that were not substantially in excess of the carrying values, except for the Latin America reporting unit and theYokibrand intangible asset.values. The excess fair values as of the fiscal 2019 test date of the Latin America reporting unit and theYoki brand intangible asset were as follows:

In Millions  

Carrying Value
of Intangible  

Asset        

   Excess Fair     
Value as of Fiscal
2019 Test Date  
 

 

Carrying Value of Intangible Asset

 

 

Excess Fair Value as of Fiscal 2019 Test Date

Latin America

  $                        209.0    7% 

$

209.0

 

 

7%

Yoki

  $49.1    10% 

$

49.1

 

 

10%

While having significant coverage as of our fiscal 2019 assessment date, thePillsbury brand intangible asset and U.S. Yogurt reporting unit had risk of decreasing coverage. We will continue to monitor these businesses for potential impairment.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In August 2017, the Financial Accounting Standards Board (FASB) issued new hedge accounting requirements. The new standard amends the hedge accounting recognition and presentation requirements to better align an entity’s risk management activities and financial reporting. The new standard also simplifies the application of hedge accounting guidance. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods, which for us is the first quarter of fiscal 2020. Early adoption is permitted. We are in the process of analyzing the impact of this standard on our results of operations and financial position.

In February 2016, the FASB issued new accounting requirements for accounting, presentation and classification of leases. This will result in most leases being capitalized as a right of use asset with a related liability on our Consolidated Balance Sheets. The requirements of the new standard and subsequent amendments are effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods, which for us is the first quarter of fiscal 2020. The requirements of the new standard and subsequent amendments allow for either the modified retrospective transition approach, which requires application of the guidance in all comparative periods presented, or the cumulative effect adjustment approach, which requires application of the guidance at the adoption date. We are currently analyzing the impact of this standard on our results of operations and financial position and assessing our transition approach. We are in the process of implementing lease accounting software, developing a centralized business process, and reviewing our lease portfolio. Based on our assessment to date, we expect this guidance will have a material impact on our Consolidated Balance Sheets due to the amount of our lease commitments but we are unable to reasonably estimate the expected financial impact at this time.NON-GAAP MEASURES

NON-GAAP MEASURES

We have included in this report measures of financial performance that are not defined by GAAP. We believe that these measures provide useful information to investors, and include these measures in other communications to investors.

For each of thesenon-GAAP financial measures, we are providing below a reconciliation of the differences between thenon-GAAP measure and the most directly comparable GAAP measure, an explanation of why we believe thenon-GAAP measure provides useful information to investors, and any additional material purposes for which we useour management or Board of Directors uses thenon-GAAP measure. Thesenon-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measure.

Net Sales Growth Rates

Several measures below are presented on Constant-Currency Basisan adjusted basis. The adjustments are either items resulting from infrequently occurring events or items that, in management’s judgment, significantly affect the year-to-year assessment of operating results.

We believe that this measure of net sales provides useful information to investors because it provides transparency to the underlying performance by excluding the effect that foreign currency exchange rate fluctuations have onyear-to-year comparability given volatility in foreign currency exchange markets.

Net sales growth rates on a constant-currency basis are calculated as follows:

   

Percentage Change in

Net Sales

as Reported

 

    Impact of Foreign

Currency

Exchange

  

Percentage Change in

Net Sales on Constant-

Currency Basis

 

Quarter Ended Nov. 25, 2018

  5  %     (2)   pts           7  % 

Six-Month Period Ended Nov. 25, 2018

  7  %   (1)   pt     8  % 

Organic Net Sales Growth Rates

This measure is used in reporting to our executive management and as a component of the Board of Directors’ measurement of our performance for incentive compensation purposes. 27


We provide organic net sales growth rates for our consolidated net sales and segment net sales. This measure is used in reporting to our Board of Directors and executive management and as a component of the measurement of our performance for incentive compensation purposes. We believe that organic net sales growth rates provide useful information to investors because they provide transparency to underlying performance in our net sales by excluding the effect that foreign currency exchange rate fluctuations, as well as acquisitions, divestitures, and a 53rd week, when applicable, have onyear-to-year comparability. A reconciliation of these measures to reported net sales growth rates, the relevant GAAP measures, are included in our Consolidated Results of Operations and Results of Segment Operating ResultsOperations discussions in the MD&A above.

Total Segment Operating Profit and Related Constant-Currency Growth Rate

This measure is used in reporting to our executive management and as a component of the Board of Directors’ measurement of our performance for incentive compensation purposes. We believe that this measure provides useful information to investors because it is the profitability measure we use to evaluate segment performance. A reconciliation of this measure to operating profit, the relevant GAAP measure, is included in Note 16 to the Consolidated Financial Statements in Part I, Item 1 of this report.

Constant-currency total segment operating profit growth is calculated as follows:

    

Percentage Change in

Total Segment

Operating Profit as

Reported

 

Impact of

Foreign

Currency

Exchange

  

Percentage Change in

Total Segment

Operating Profit on a

Constant-Currency

Basis

Quarter Ended Nov. 25, 2018

                   9  %  Flat                           9  % 

Six-Month Period Ended Nov. 25, 2018

                   8  %  Flat                           8  % 

Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating Profit Margin) Excluding Certain Items Affecting Comparability

We believe this measure provides useful information to investors because it is important for assessing our operating profit margin on a comparable basis. The

Our adjusted operating profit margins are calculated as follows:

 

Quarter Ended

 

 

Aug. 25, 2019

 

 

Aug. 26, 2018

 

In Millions

 

Value

 

Percent of Net Sales

 

 

Value

 

Percent of

Net Sales

Operating profit as reported

$

662.4

 

16.5

%

 

$

601.5

 

14.7

%

Mark-to-market effects (a)

 

15.0

 

0.4

%

 

 

31.1

 

0.8

%

Restructuring charges (b)

 

14.3

 

0.4

%

 

 

(1.2)

 

-

%

Project-related costs (b)

 

-

 

-

%

 

 

1.2

 

-

%

Investment activity, net (c)

 

(9.5)

 

(0.2)

%

 

 

-

 

-

%

Acquisition integration costs (d)

 

-

 

-

%

 

 

8.7

 

0.2

%

Adjusted operating profit

$

682.1

 

17.0

%

 

$

641.3

 

15.7

%

Note: Table may not foot due to rounding.

(a)See Note 6 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(b)See Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(c)Valuation adjustments are either itemsand the loss on sale of certain corporate investments.

(d)Integration costs resulting from infrequently occurring events or items that,the acquisition of Blue Buffalo in management’s judgment, significantly affect the year-over-year assessment of operating results.fiscal 2018.

  Quarter Ended 
  

                         Nov. 25, 2018            

    

            Nov.  26, 2017            

 
In Millions         Value  

Percent of Net

Sales       

  

 

 Value  

Percent of  

Net Sales    

 

Operating profit as reported

   $        547.0   12.4     $        709.0   16.9 %  

Mark-to-market effects (a)

  11.8   0.3    (4.5  (0.1)%  

Restructuring charges (b)

  3.6      2.2   - %  

Project-related costs (b)

  -      4.2   0.1 %  

Acquisition integration costs (c)

  6.8   0.2    -   - %  

Asset impairments (b)

  205.8   4.7    -   - %  

Hyperinflationary accounting (d)

  3.2      -   - %  

Investment valuation adjustments (e)

  (13.0  (0.3)%       -   - %  

Adjusted operating profit

   $765.2   17.3       $710.9   16.9 %  
  Six-Month Period Ended 
  

                         Nov. 25, 2018            

    

            Nov. 26, 2017            

 
In Millions         Value  

Percent of

Net Sales  

     Value  Percent of  
Net Sales    
 

Operating profit as reported

   $1,148.5   13.5     $1,314.3   16.5 %  

Mark-to-market effects (a)

  42.9   0.5    (6.3  (0.1)%  

Restructuring charges (b)

  2.4      19.7   0.2 %  

Project-related costs (b)

  1.2      5.4   0.1 %  

Acquisition integration costs (c)

  15.5   0.2    -   - %  

Asset impairments (b)

  205.8   2.4    -   - %  

Hyperinflationary accounting (d)

  3.2      -   - %  

Investment valuation adjustments (e)

  (13.0  (0.1)%       -   - %  

Adjusted operating profit

   $            1,406.5   16.5        $        1,333.1   16.7 %  
(a)

See Note 6 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(b)

See Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(c)

See Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(d)

Represents the impact of hyperinflationary accounting for our Argentina subsidiary.

(e)

Represents valuation gains on certain corporate investments.

Adjusted Operating Profit Growth Excluding Certain Items Affecting Comparability on a Constant-CurrencyConstant-currency Basis

We believe that this measure provides useful information to investors because it is the operating profit measure we use to evaluate operating profit performance on a comparable year-over-yearyear-to-year basis. The adjustments are either items resulting from infrequently occurring events or items that, in management’s judgement, significantly affect the year-over-year assessment of operating results. Additionally, the adjustments aremeasure is evaluated on a constant-currency basis by excluding the effect that foreign currency exchange rate fluctuations have onyear-to-year year-to year comparability given the volatility in foreign currency exchange rates.

Our adjusted operating profit growth excluding certain items affecting comparability on a constant-currency basis is calculated as follows:

        Quarter EndedSix-Months Ended            
        Nov. 25, 2018 vs.Nov. 25, 2018 vs.            
        Nov. 26, 2017Nov. 26, 2017            

Operating profit growth as reported

(23)pts        (13)pts                    

Mark-to-market effects (a)

2 pts        4  pts                    

Restructuring charges (b)

1 pt          Flat                         

Project-related costs (b)

Flat             Flat                         

Acquisition integration costs (c)

1 pt          1  pt                      

Asset impairments (b)

29 pts        15  pts                    

Hyperinflationary accounting (d)

Flat             Flat                         

Investment valuation adjustments (e)

(2)pts        (1)pt                      

 

 

 

 

Quarter Ended

 

 

 

 

Aug. 25, 2019

 

 

Aug. 26, 2018

Change

Operating profit as reported

 

 

$

662.4

 

$

601.5

10

%

Mark-to-market effects (a)

 

 

 

15.0

 

 

31.1

 

 

Restructuring charges (b)

 

 

 

14.3

 

 

(1.2)

 

 

Project-related costs (b)

 

 

 

-

 

 

1.2

 

 

Investment activity, net (c)

 

 

 

(9.5)

 

 

-

 

 

Acquisition integration costs (d)

 

 

 

-

 

 

8.7

 

 

Adjusted operating profit

 

 

$

682.1

 

$

641.3

6

%

Foreign currency exchange impact

 

 

 

 

 

 

 

Flat

 

Adjusted operating profit growth, on a constant-currency basis

 

 

 

 

 

 

 

7

%

Note: Table may not foot due to rounding.

(a) See Note 6 to the Consolidated Financial Statements in Part I, Item 1 of this report.

28


(b) See Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(c) Valuation adjustments and the loss on sale of certain corporate investments.

(d) Integration costs resulting from the acquisition of Blue Buffalo in fiscal 2018.

Adjusted operating profit growth excluding items affecting comparability

8 pts        6  pts                    

Foreign currency exchange impact

Flat             1  pt                      

Adjusted operating profit growth, excluding items affecting comparability, on a constant-currency basis

8 pts        5  pts                    
(a)

See Note 6 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(b)

See Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(c)

See Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(d)

Represents the impact of hyperinflationary accounting for our Argentina subsidiary.

(e)

Represents valuation gains on certain corporate investments.

Diluted EPS Excluding Certain Items Affecting Comparability and Related Constant-CurrencyConstant-currency Growth Rate

This measure is used in reporting to our Board of Directors and executive management and as a component of the Board of Directors’ measurement of our performance for incentive compensation purposes. We believe that this measure provides useful information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-over-yearyear-to-year basis. The adjustments are either items resulting from infrequently occurring events or items that, in management’s judgment, significantly affect the year-over-year assessment of operating results.

The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted EPS excluding certain items affecting comparability and the related constant-currency growth rate follows:

   Quarter Ended  

Six-Month

Period Ended

  

 

 

  

 

 

Per Share Data       Nov. 25,
     2018
        Nov. 26,
     2017
         Change              Nov. 25,
     2018
       Nov. 26,
     2017
       Change        

Diluted earnings per share, as reported

  $        0.57   $        0.74   (23)  %   $        1.22  $        1.43   (15)  % 

Tax adjustment (a)

   -    0.07      -   0.07   

Mark-to-market effects (b)

   0.02    -      0.06   -   

Acquisition integration costs (c)

   0.01    -      0.02   -   

CPW restructuring charges (d)

   -    -      0.01   -   

Restructuring charges (e)

   -    -      -   0.02   

Project-related costs (e)

   -    0.01      -   0.01   

Asset impairments (e)

   0.26    -      0.26   -   

Investment valuation adjustments (f)

   (0.01   -      (0.01  -   

Diluted earnings per share, excluding certain items affecting comparability

  $0.85   $0.82   4    %   $1.56  $1.53   2  % 

Foreign currency exchange impact

            2  pts            1  pt 

Diluted earnings per share growth, excluding certain items affecting comparability, on a constant-currency basis

            2    %             1  % 
(a)

Represents a prior period adjustment recorded in the second quarter of fiscal 2018.

(b)

See Note 6 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(c)

See Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(d)

The CPW restructuring charges are related to initiatives designed to improve profitability and growth that were approved in fiscal 2018.

(e)

See Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(f)

Represents valuation gains on certain corporate investments.

 

Quarter Ended

Per Share Data

 

Aug. 25, 2019

 

 

Aug. 26, 2018

 

Change

 

Diluted earnings per share, as reported

$

0.85

 

$

0.65

 

31

%

Tax item (a)

 

(0.09)

 

 

-

 

 

 

Mark-to-market effects (b)

 

0.02

 

 

0.04

 

 

 

Restructuring charges (c)

 

0.02

 

 

-

 

 

 

Investment activity, net (d)

 

(0.01)

 

 

-

 

 

 

CPW restructuring charges (e)

 

-

 

 

0.01

 

 

 

Acquisition integration costs (f)

 

-

 

 

0.01

 

 

 

Adjusted diluted earnings per share

$

0.79

 

$

0.71

 

11

%

Foreign currency exchange impact

 

 

 

 

 

 

(1)

pt

Adjusted diluted earnings per share growth, on a constant-currency basis

 

 

 

 

 

 

13

%

Note: Table may not foot due to rounding.

(a)See Note 14 to the Consolidated Financial Statement in Part I, Item 1 of this report.

(b)See Note 6 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(c)See Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(d)Valuation adjustments and the loss on sale of certain corporate investments.

(e)The CPW restructuring charges are related to initiatives designed to improve profitability and growth that were approved in fiscal 2018 and 2019.

(f)Integration costs resulting from the acquisition of Blue Buffalo in fiscal 2018.

See our reconciliation below of the effective income tax rate as reported to the adjusted effective income tax rate excluding certain items affecting comparability for the tax impact of each item affecting comparability.

Constant-Currency

Constant-currency After-tax Earnings from Joint Ventures Growth Rates

We believe that this measure provides useful information to investors because it provides transparency to underlying performance of our joint ventures by excluding the effect that foreign currency exchange rate fluctuations have onyear-to-year comparability given volatility in foreign currency exchange markets.

After-tax earnings from joint ventures growth ratesrate on a constant-currency basis is calculated as follows:

   

Percentage Change in After-

Tax Earnings from Joint
Ventures

as Reported

  Impact of Foreign
Currency
Exchange
  

Percentage Change in After-

Tax Earnings from Joint
Ventures on Constant-
Currency Basis

Quarter Ended Nov. 25, 2018

 (5)%        (1)  pt      (4)%      

Six-Month Period Ended Nov. 25, 2018

 (15)%        (1)  pt      (14)%      

 

 

Percentage Change in After-Tax Earnings from Joint Ventures as Reported

Impact of Foreign Currency Exchange

Percentage Change in After-Tax Earnings from Joint Ventures on Constant-Currency Basis

Quarter Ended Aug. 25, 2019

 

23

%

Flat

 

23

%

Note: Table may not foot due to rounding.

 

 

 

 

 

 

 

Net Sales Growth Rates for Our Canada Operating Unit on Constant-CurrencyConstant-currency Basis

We believe that this measure of our Canada operating unit net sales provides useful information to investors because it provides transparency to the underlying performance for the Canada operating unit within our North America Retail segment by excluding the effect that foreign currency exchange rate fluctuations have onyear-to-year comparability given volatility in foreign currency exchange markets.

29


Net sales growth ratesrate for our Canada operating unit on a constant-currency basis are calculated as follows:

 

 

 

 

 

 

 

 

 

 

Percentage Change in Net Sales as Reported

Impact of Foreign Currency Exchange

Percentage Change in Net Sales on Constant-Currency Basis

Quarter Ended Aug. 25, 2019

 

(2)

%

(1)

pt

(1)

%

Note: Table may not foot due to rounding.

 

 

 

 

 

 

 

   

Percentage Change in
Net Sales

as Reported

 Impact of Foreign
Currency
Exchange
 

Percentage Change in
Net Sales on Constant-

Currency Basis

Quarter Ended Nov. 25, 2018

 (7)%            (4)  pts   (3)%  

Six-Month Period Ended Nov. 25, 2018

 (5)%            (3)  pts   (2)%  

Constant-CurrencyConstant-currency Segment Operating ProfitGrowth Rates

We believe that this measure provides useful information to investors because it provides transparency to underlying performance of our segments by excluding the effect that foreign currency exchange rate fluctuations have onyear-to-year comparability given volatility in foreign currency exchange markets.

Our segments’ operating profit growth rates on a constant-currency basis are calculated as follows:

   Quarter Ended Nov. 25, 2018
    

Percentage Change in
Operating Profit

as Reported

   Impact of Foreign
Currency
Exchange
   Percentage Change in Operating
Profit on Constant-Currency
Basis

North America Retail

   Flat        Flat        Flat     

Europe & Australia

   (16)%    (4)pts   (12)% 

Asia & Latin America

   7 %    13 pts   (6)% 
   Six-Month Period Ended Nov. 25, 2018
    

Percentage Change in
Operating Profit

as Reported

 
 

 

   

Impact of Foreign
Currency
Exchange
 
 
 
  Percentage Change in Operating Profit on Constant-Currency Basis

North America Retail

   1 %    Flat         1 % 

Europe & Australia

   (1)%    (2) pts   1 % 

Asia & Latin America

   (6)%    15  pts   (21)% 

 

 

Quarter Ended Aug. 25, 2019

 

 

Percentage Change in Operating Profit as Reported

Impact of Foreign Currency Exchange

Percentage Change in Operating Profit on Constant-Currency Basis

North America Retail

 

2

%

Flat

 

2

%

Europe & Australia

 

(20)

%

(5)

pts

(15)

%

Asia & Latin America

 

(17)

%

(6)

pts

(11)

%

Note: Table may not foot due to rounding.

 

 

 

 

 

 

 

Adjusted Effective Income Tax Rate Excluding Certain Items Affecting Comparability

We believe this measure provides useful information to investors because it is important for assessingpresents the adjusted effective income tax rate excluding certain items affecting comparability and presents the income tax effects of certain items affecting comparability.on a comparable year-to-year basis.

Effective

Adjusted effective income tax rates excluding certain items affecting comparability are calculated as follows:

 

 

 

Quarter Ended

 

 

 

Aug. 25, 2019

 

 

Aug. 26, 2018

 

In Millions (Except Per Share Data)

 

Pretax Earnings (a)

 

Income Taxes

 

 

Pretax Earnings (a)

 

Income Taxes

 

As reported

$

573.9

$

67.2

 

$

488.9

$

110.7

 

Tax item (a)

 

-

 

53.1

 

 

-

 

-

 

Mark-to-market effects (b)

 

15.0

 

3.5

 

 

31.1

 

7.2

 

Restructuring charges (c)

 

14.3

 

2.6

 

 

(1.2)

 

(0.3)

 

Project-related costs (c)

 

-

 

-

 

 

1.2

 

0.3

 

Investment activity, net (d)

 

(9.5)

 

(2.2)

 

 

-

 

-

 

Acquisition integration costs (e)

 

-

 

-

 

 

8.7

 

2.0

 

As adjusted

$

593.7

$

124.2

 

$

528.7

$

119.9

 

Effective tax rate:

 

 

 

 

 

 

 

 

 

 

As reported

 

 

 

11.7%

 

 

 

 

22.6%

 

As adjusted

 

 

 

20.9%

 

 

 

 

22.7%

 

Sum of adjustment to income taxes

 

 

$

57.0

 

 

 

$

9.2

 

Average number of common shares - diluted EPS

 

611.5

 

 

 

 

603.3

 

Impact of income tax adjustments on adjusted diluted EPS

$

0.09

 

 

 

$

0.02

Note: Table may not foot due to rounding.

   Quarter Ended  Six-Month Period Ended 
   Nov. 25, 2018  Nov. 26, 2017  Nov. 25, 2018  Nov. 26, 2017 
In Millions (Except Per Share Data)  Pretax
Earnings
(a)
  Income
Taxes
  Pretax
Earnings
(a)
  Income
Taxes
  Pretax
Earnings
(a)
  Income
Taxes
  Pretax
Earnings
(a)
  Income
Taxes
 

As reported

   $435.3   $106.6   $654.9   $234.9   $924.2   $217.3   $1,208.3   $403.4 

Mark-to-market effects (b)

   11.8   2.7   (4.5  (1.6  42.9   9.9   (6.3  (2.3

Restructuring charges (c)

   3.6   0.5   2.2   -   2.4   0.2   19.7   5.9 

Project-related costs (c)

   -   -   4.2   1.5   1.2   0.3   5.4   1.8 

Acquisition integration costs (d)

   6.8   1.6   -   -   15.5   3.6   -   - 

Tax adjustment (e)

   -   -   -   (42.2  -   -   -   (42.2

Asset impairments (c)

   205.8   47.4   -   -   205.8   47.4   -   - 

Hyperinflationary accounting (f)

   3.2   -   -   -   3.2   -   -   - 

Investment valuation adjustments (g)

   (13.0  (3.0  -   -   (13.0  (3.0  -   - 

As adjusted

   $653.5   $155.8   $656.8   $192.6   $1,182.2   $275.7   $1,227.1   $366.6 

Effective tax rate:

         

As reported

    24.5%    35.9%    23.5%    33.4% 

As adjusted

             23.8%             29.3%             23.3%             29.9% 

Sum of adjustment to income taxes

      $49.2      $(42.3)      $58.4      $(36.8) 

Average number of common shares - diluted EPS

 

  604.5       580.3       603.8       583.6  

Impact of income tax adjustments on diluted EPS excluding certain items affecting comparability

 

  $0.08       $(0.07)       $0.10       $(0.06) 
(a)

Earnings before income taxes andafter-tax earnings from joint ventures.

(b)

See Note 6 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(c)

See Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(d)

See Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(e)

Represents a prior period adjustment recorded in the second quarter of fiscal 2018.

(f)

Represents the impact of hyperinflationary accounting for our Argentina subsidiary.

(g)

Represents valuation gains on certain corporate investments.

GLOSSARY(a) See Note 14 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(b) See Note 6 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(c) See Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.

(d) Valuation adjustments and the loss on sale of certain corporate investments.

(e) Integration costs resulting from the acquisition of Blue Buffalo in fiscal 2018.

30


Glossary

Accelerated depreciation associated with restructured assets.The increase in depreciation expense caused by updating the salvage value and shortening the useful life of depreciable fixed assets to coincide with the end of production under an approved restructuring plan, but only if impairment is not present.

AOCI. Accumulated other comprehensive income (loss).

Adjusted diluted EPS. Diluted EPS adjusted for certain items affecting year-to-year comparability.

Adjusted operating profit. Operating profit adjusted for certain items affecting year-to-year comparability.

Adjusted operating profit margin.Operating profit adjusted for certain items affecting year-over-year comparability, divided by net sales.

AOCI. Accumulated other comprehensive income (loss).

Constant currency. Financial results translated to U.S.United States dollars using constant foreign currency exchange rates based on the rates in effect for the comparable prior-year period. To present this information, current period results for entities reporting in currencies other than United States dollars are translated into United States dollars at the average exchange rates in effect during the corresponding period of the prior fiscal year, rather than the actual average exchange rates in effect during the current fiscal year. Therefore, the foreign currency impact is equal to current year results in local currencies multiplied by the change in the average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year.

Core working capital. Accounts receivable plus inventories less accounts payable.

Derivatives.Financial instruments such as futures, swaps, options, and forward contracts that we use to manage our risk arising from changes in commodity prices, interest rates, foreign exchange rates, and stock prices.

Euribor. Euro Interbank Offered Rate.

Fair value hierarchy.For purposes of fair value measurement, we categorize assets and liabilities into one of three levels based on the assumptions (inputs) used in valuing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. The three levels are defined as follows:

Level 1:Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2:Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3:

Level 1:Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

Level 3:Unobservable inputs reflecting management’s assumptions about the inputs used in pricing the asset or liability.

Fixed charge coverage ratio. The sum of earnings before income taxes and fixed charges (before tax), divided by the sum ofinputs used in pricing the fixed charges (before tax) and interest.asset or liability.

Focus 6 platforms. The Focus 6 platforms for the Convenience Stores & Foodservice segment consist of cereal, yogurt, snacks, frozen meals, frozen biscuits, and baking mixes.frozen baked goods.

Free cash flow. Net cash provided by operating activities less purchases of land, buildings, and equipment.

Free cash flow conversion rate. Free cash flow divided by our net earnings, including earnings attributable to redeemable and noncontrolling interests adjusted for certain items affecting year-to-year comparability.

Generally Accepted Accounting Principles (GAAP).Guidelines, procedures, and practices that we are required to use in recording and reporting accounting information in our financial statements.

Goodwill.The difference between the purchase price of acquired companies plus the fair value of any noncontrolling and redeemable interests and the related fair values of net assets acquired.

Gross margin. Net sales less cost of sales.

Hedge accounting.Accounting for qualifying hedges that allows changes in a hedging instrument’s fair value to offset corresponding changes in the hedged item in the same reporting period. Hedge accounting is permitted for certain hedging instruments and hedged

31


items only if the hedging relationship is highly effective, and only prospectively from the date a hedging relationship is formally documented.

Holistic Margin Management (HMM). Company-wide initiative to use productivity savings, mix management, and price realization to offset input cost inflation, protect margins, and generate funds to reinvest in sales-generating activities.

Interest bearing instruments.Notes payable, long-term debt, including current portion, cash and cash equivalents, and certain interest bearing investments classified within prepaid expenses and other current assets and other assets.

LIBOR.London Interbank Offered Rate.

Mark-to-market.The act of determining a value for financial instruments, commodity contracts, and related assets or liabilities based on the current market price for that item.

Netmark-to-market valuation of certain commodity positions.Realized and unrealized gains and losses on derivative contracts that will be allocated to segment operating profit when the exposure we are hedging affects earnings.

Net price realization.The impact of list and promoted price changes, net of trade and other price promotion costs.

Net realizable value. The estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

Noncontrolling interests.Interests of subsidiaries held by third parties.

Notional principal amount.The principal amount of a position or an agreed upon amount in a derivative contract on which fixed-rate or floating-rate interest paymentsthe value of financial instruments are calculated.

OCI.Other Comprehensive Income.

Organic net sales growth. Net sales growth adjusted for foreign currency translation, as well as acquisitions, divestitures and a 53rd week impact, when applicable.

Project-related costs.Costs incurred related to our restructuring initiatives not included in restructuring charges.

Redeemable interest.Interest of subsidiaries held by a third party that can be redeemed outside of our control and therefore cannot be classified as a noncontrolling interest in equity.

Reporting unit. An operating segment or a business one level below an operating segment.

Strategic Revenue Management (SRM). A company-wide capability focused on generating sustainable benefits from net price realization and mix by identifying and executing against specific opportunities to apply tools including pricing, sizing, mix management, and promotion optimization across each of our businesses.

Supply chain input costs. Costs incurred to produce and deliver product, including costs for ingredients and conversion, inventory management, logistics, and warehousing.

TCJA. U.S. Tax Cuts and Jobs Act which was signed into law on December 22, 2017.

Total debt.Notes payable and long-term debt, including current portion.

Translation adjustments.adjustments. The impact of the conversion of our foreign affiliates’ financial statements to U.S.United States dollars for the purpose of consolidating our financial statements.

Variable interest entities (VIEs). A legal structure that is used for business purposes that either (1) does not have equity investors that have voting rights and share in all the entity’s profits and losses or (2) has equity investors that do not provide sufficient financial resources to support the entity’s activities.

Working capital. Current assets and current liabilities, all as of the last day of our fiscal year.

CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

32


This report contains or incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on our current expectations and assumptions. We also may make written or oral forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission and in our reports to stockholders.

The words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “plan,” “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 results and those currently anticipated or projected. We wish to caution you not to place undue reliance on any such forward-looking statements.

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important factors that could affect our financial performance and could cause our actual results in future periods to differ materially from any current opinions or statements.

Our future results could be affected by a variety of factors, such as: competitive dynamics in the consumer foods industry and the markets for our products, including new product introductions, advertising activities, pricing actions, and promotional activities of our competitors; economic conditions, including changes in inflation rates, interest rates, tax rates, or the availability of capital; product development and innovation; consumer acceptance of new products and product improvements; consumer reaction to pricing actions and changes in promotion levels; acquisitions or dispositions of businesses or assets, including our acquisition of Blue Buffalo and issues in the integration of Blue Buffalo and retention of key management and employees; unfavorable reaction to our acquisition of Blue Buffalo by customers, competitors, suppliers, and employees; changes in capital structure; changes in the legal and regulatory environment, including tax reform legislation, labeling and advertising regulations, and litigation; impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets, or changes in the useful lives of other intangible assets; changes in accounting standards and the impact of significant accounting estimates; product quality and safety issues, including recalls and product liability; changes in consumer demand for our products; effectiveness of advertising, marketing, and promotional programs; changes in consumer behavior, trends, and preferences, including weight loss trends; consumer perception of health-related issues, including obesity; consolidation in the retail environment; changes in purchasing and inventory levels of significant customers; fluctuations in the cost and availability of supply chain resources, including raw materials, packaging, and energy; disruptions or inefficiencies in the supply chain; effectiveness of restructuring and cost saving initiatives; volatility in the market value of derivatives used to manage price risk for certain commodities; benefit plan expenses due to changes in plan asset values and discount rates used to determine plan liabilities; failure or breach of our information technology systems; foreign economic conditions, including currency rate fluctuations; and political unrest in foreign markets and economic uncertainty due to terrorism or war.

You should also consider the risk factors that we identify in Item 1A of Part I of our Annual Report on Form10-K for the fiscal year ended May 27, 2018,26, 2019, which could also affect our future results.

We undertake no obligation to publicly revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The estimated maximum potentialvalue-at-risk arising from aone-day loss in fair value for our interest rate, foreign exchange, commodity, and equity market-risk-sensitive instruments outstanding as of NovemberAugust 25, 20182019 was $29$110 million, $20$16 million, $2$3 million, and $2 million, respectively. During thesix-month period quarter ended NovemberAugust 25, 2018,2019, the interest rate andvalue-at-risk increased by $35 million, the foreign exchangevalue-at-risk decreased by $4$1 million, and commodity value-at-risk decreased by $1 million, respectively, while commodity and equityvalue-at-risk were was flat compared to these measures as of May 27, 2018.26, 2019. Thevalue-at-risk for interest rate andpositions increased due to higher market volatility. The value-at-risk for foreign exchange positions decreased due to lowera smaller portfolio and decreased market volatility. The value-at-risk for commodity positions decreased due to a smaller portfolio. For additional information, see Item 7A of Part II of our Annual Report on Form10-K for the fiscal year ended May 27, 2018.

26, 2019.

Item 4. Controls and Procedures.

We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of NovemberAugust 25, 2018,2019, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is (1) recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

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There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the quarter ended NovemberAugust 25, 20182019 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth information with respect to shares of our common stock that we purchased during the quarter ended November 25, 2018:

Period 

Total Number

of Shares
Purchased (a)

  Average
Price Paid
Per Share
 

Total Number of

Shares Purchased as
Part of a Publicly
Announced Program (b)

  Maximum Number of
Shares that may yet be
Purchased Under the
Program (b)
 

August 27, 2018 -

    

September 30, 2018

  288  $46.01     288   39,511,237 

October 1, 2018 -

    

October 28, 2018

  2,173   42.67   2,173   39,509,064 

October 29, 2018 -

    

November 25, 2018

  -   -   -   39,509,064 

Total

  2,461  $          43.06   2,461   39,509,064 

(a)

Item 6.

The total number of shares purchased represents shares withheld for the payment of withholding taxes upon the distribution of deferred option units.Exhibits.

(b)

On May 6, 2014, our Board of Directors approved an authorization for the repurchase of up to 100,000,000 shares of our common stock. Purchases can be made in the open market or in privately negotiated transactions, including the use of call options and other derivative instruments, Rule 10b5-1 trading plans, and accelerated repurchase programs. The Board did not specify an expiration date for the authorization.

31.1

Item 6.

Exhibits.
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

Financial Statements from the Quarterly Report on Form10-Q of the Company for the quarter ended NovemberAugust 25, 2018,2019, formatted in Inline Extensible Business Reporting Language: (i) Consolidated Statements of Earnings; (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Total Equity and Redeemable Interest; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.

104

Cover Page, formatted Inline Extensible Business Reporting Language and contained in Exhibit 101.

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SIGNATURES

                                                                                                                           SIGNATURES

Pursuant to the requirements 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.

(Registrant)

Date December 19, 2018

Date: September 18, 2019

/s/ Kofi A. Bruce

Kofi A. Bruce

Vice President, ControllerFinancial Operations

(Principal Accounting Officer and Duly Authorized Officer)

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