STOCKHOLDERS' EQUITY

12 Months Ended

May 26, 2013

STOCKHOLDERS' EQUITY [Abstract]

STOCKHOLDERS' EQUITY

NOTE 10. STOCKHOLDERS' EQUITY

Cumulative preference stock of 5.0 million shares, without par value, is authorized but unissued.

On June 28, 2010, our Board of Directors authorized the repurchase of up to 100 million shares of our common stock. Purchases under the authorization 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 authorization has no specified termination date.

During fiscal 2013, we repurchased 24.2 million shares of common stock for an aggregate purchase price of $1,014.9 million. During fiscal 2012, we repurchased 8.3 million shares of common stock for an aggregate purchase price of $313.0 million. During fiscal 2011, we repurchased 31.8 million shares of common stock for an aggregate purchase price of $1,163.5 million.

During the fourth quarter of fiscal 2013, we entered into an accelerated share repurchase (ASR) agreement with an unrelated third party financial institution to repurchase an aggregate of $300.0 million of our outstanding common stock. The total aggregate number of shares to be repurchased pursuant to this agreement will be determined based on the volume weighted average price of our common stock during the purchase period, less a fixed discount. Under the ASR agreement, we paid $300.0 million to the financial institution and received 5.5 million shares of common stock with a fair value of $270.0 million during the fourth quarter of 2013, which represents approximately 90 percent of the total shares expected to be repurchased under the agreement. We will settle the remaining shares upon the completion of the ASR agreement in the first quarter of fiscal 2014. We recorded this transaction as an increase in treasury stock of $270.0 million, and recorded the remaining $30.0 million as a decrease to additional paid in capital on our Consolidated Balance Sheets as of May 26, 2013. We will reclassify the $30.0 million recorded in additional paid in capital to treasury stock at completion of the ASR. This forward contract is indexed to, and potentially settled in, our common stock. In accordance with the terms of the ASR agreement, we have the option to settle our delivery obligation, if any, under the forward contract in cash or shares and we may be required to settle in cash in very limited circumstances that are under our control or that require the delivery of cash to all shareholders. Furthermore, the contract specifies a maximum number of shares that we could be required to deliver to the counterparty, and we have sufficient authorized and unissued shares available to deliver the maximum share amount. Based on these circumstances, the forward contract meets the requirements to be classified as permanent equity. The forward contract is accounted for as an equity instrument and does not require hedge or derivative accounting treatment. As long as the forward contract continues to meet the requirements to be classified as permanent equity, we will not record future changes in its fair value. The forward contract continued to meet those requirements as of May 26, 2013, and we expect it will continue to meet those requirements through the settlement date in the first quarter of fiscal 2014.

The initial delivery of 5.5 million shares of our common stock reduced our outstanding shares used to determine our weighted average shares outstanding for purposes of calculating basic and diluted EPS for fiscal 2013. We have also evaluated the ASR agreement for the potential dilutive effects of any shares remaining to be received upon settlement and determined that the additional shares would be anti-dilutiveand therefore were notincluded in our EPS calculation for fiscal 2013.

The following table provides details of total comprehensive income:

	Fiscal 2013
	General Mills							Noncontrolling Interests		Redeemable Interest
In Millions		Pretax		Tax		Net		Net		Net
Net earnings, including earnings attributable to redeemable and noncontrolling interests					$	1,855.2	$	8.0	$	29.3
Other comprehensive income (loss):
Foreign currency translation	$	(19.8)	$	-	$	(19.8)		10.3		10.3
Net actuarial income		76.3		(31.3)		45.0		-		-
Other fair value changes:
Securities		1.2		(0.4)		0.8		-		-
Hedge derivatives		33.5		(10.4)		23.1		-		1.5
Reclassification to earnings:
Hedge derivatives (a)		15.0		(4.5)		10.5		-		1.7
Amortization of losses and prior service costs (b)		159.9		(61.1)		98.8		-		-
Other comprehensive income		266.1		(107.7)		158.4		10.3		13.5
Total comprehensive income					$	2,013.6	$	18.3	$	42.8

(a) 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 SG&A expense.

	Fiscal 2012
	General Mills							Noncontrolling Interests		Redeemable Interest
In Millions		Pretax		Tax		Net		Net		Net
Net earnings, including earnings attributable to redeemable and noncontrolling interests					$	1,567.3	$	6.8	$	15.0
Other comprehensive income (loss):
Foreign currency translation	$	(270.3)	$	-	$	(270.3)		(51.1)		(98.7)
Net actuarial loss		(813.1)		308.5		(504.6)		-		-
Other fair value changes:
Securities		(0.3)		0.1		(0.2)		-		-
Hedge derivatives		(80.8)		31.2		(49.6)		-		(3.8)
Reclassification to earnings:
Hedge derivatives (a)		16.3		(6.2)		10.1		-		1.4
Amortization of losses and prior service costs (b)		131.6		(49.9)		81.7		-		-
Other comprehensive loss		(1,016.6)		283.7		(732.9)		(51.1)		(101.1)
Total comprehensive income (loss)					$	834.4	$	(44.3)	$	(86.1)

(a) 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 SG&A expense.

	Fiscal 2011
	General Mills							Noncontrolling Interests
In Millions		Pretax		Tax		Net		Net
Net earnings, including earnings attributable to redeemable and noncontrolling interests					$	1,798.3	$	5.2
Other comprehensive income (loss):
Foreign currency translation	$	358.3	$	-	$	358.3		0.7
Net actuarial gain		93.5		(32.4)		61.1		-
Other fair value changes:
Securities		(5.8)		2.2		(3.6)		-
Hedge derivatives		(39.8)		14.4		(25.4)		-
Reclassification to earnings:
Hedge derivatives (a)		29.8		(11.3)		18.5		-
Amortization of losses and prior service costs (b)		108.7		(41.5)		67.2		-
Other comprehensive income		544.7		(68.6)		476.1		0.7
Total comprehensive income					$	2,274.4	$	5.9

(a) 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 SG&A expense.

In fiscal 2013, 2012, and 2011, except for reclassifications to earnings, changes in other comprehensive income (loss) were primarily non-cash items.

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

In Millions		May 26, 2013		May 27, 2012
Foreign currency translation adjustments	$	263.1	$	282.9
Unrealized gain (loss) from:
Securities		2.6		1.8
Hedge derivatives		(41.7)		(75.3)
Pension, other postretirement, and postemployment benefits:
Net actuarial loss		(1,801.5)		(1,945.9)
Prior service costs		(7.8)		(7.2)
Accumulated other comprehensive loss	$	(1,585.3)	$	(1,743.7)