General Mills (GIS) 10-K risk factor changes: FY2020 vs FY2019

The categories in which we participate are very competitive, and if we [removed: are not] [added: are not] able to compete effectively, our results of operations could be [removed: adversely affected.][added: adversely affected.]

[added: Competition in our] product [added: categories is based on product] innovation, product quality, price, brand recognition and loyalty, effectiveness of marketing, promotional activity, convenient ordering and delivery to the consumer, and the ability to identify and satisfy consumer preferences.

In fiscal [removed: 2019,] [added: 2020,] Walmart accounted for [removed: 20] [added: 21] percent of our consolidated net sales and [removed: 31] [added: 30] percent of net sales of our North America Retail segment.

For more information on significant customers, please see Note [removed: 7] [added: 8] to the Consolidated Financial Statements in Item 8 of this report.

Price changes for the commodities we depend on for raw materials, [removed: packaging, and] [added: packaging, and] energy may adversely affect our profitability.

The principal raw materials that we use are commodities that experience price volatility caused by external conditions such as weather, [added: climate change,] product scarcity, limited sources of supply, commodity market fluctuations, currency fluctuations, trade tariffs, [added: pandemics (such as the COVID-19 pandemic),] and changes in governmental agricultural and energy policies and regulations.

If we are not efficient in our production, our profitability could suffer as [removed: a result] [added: a result] of the highly competitive environment in which we operate.

Gaining additional efficiencies may become more [added: difficult over time.]

Damage or disruption to raw material supplies or our manufacturing or distribution capabilities due to weather, [removed: including any potential effects of] climate change, natural disaster, fire, terrorism, cyber-attack, [removed: pandemic,] [added: pandemics (such as the COVID-19 pandemic), governmental restrictions or mandates,] strikes, import/export restrictions, or other factors could impair our ability to manufacture or sell our products.

Many of our product lines are manufactured at a single [removed: location.][added: location or sourced from a single supplier.]

Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, particularly when a product is sourced from a single [removed: supplier] [added: location] or [removed: location,] [added: supplier,] could adversely affect our business and results of operations, as well as require additional resources to restore our supply chain.

Concerns with the safety and quality of [removed: food] [added: our] products could cause consumers [removed: to avoid] [added: to avoid] certain [removed: food] products or ingredients.

We could be adversely affected if consumers in our principal markets lose confidence in the safety and quality of certain [removed: food] [added: of our] products or ingredients.

If our products become adulterated, misbranded, or mislabeled, we [removed: might need] [added: might need] to recall those items and may experience product liability claims [removed: if consumers] [added: if consumers] or their pets are injured.

We may be unable to anticipate changes in consumer preferences and [removed: trends, which] [added: trends, which] may result in decreased demand for our products.

Similarly, demand for our products could be affected by consumer concerns regarding the health effects of ingredients such as sodium, trans fats, genetically modified organisms, sugar, processed wheat, [added: grain-free] or [added: legume-rich pet food, or] other product ingredients or attributes.

We may be unable to grow our market share or add products that are in [removed: faster growing] [added: faster growing] and more profitable categories.

In fiscal [removed: 2019, 26] [added: 2020, 24] percent of our consolidated net sales were generated outside of the United States.

[removed: | • | | political] [added: political] and economic instability; [removed: |]

[removed: | • | | exchange] [added: exchange] controls and currency exchange rates; [removed: |]

[removed: | • | | tariffs] [added: tariffs] on products and ingredients that we import and export; [removed: |]

[removed: | • | | nationalization] [added: nationalization or government control] of operations; [removed: |]

[removed: | • | | compliance] [added: compliance] with anti-corruption regulations; [removed: |]

[removed: | • | | uncertainty] [added: uncertainty] relating to the [added: impact of the] United Kingdom’s [removed: planned] exit from the European Union; [removed: |]

[removed: | • | | foreign] [added: foreign] tax treaties and policies; and [removed: |]

[removed: | • | | restriction] [added: restriction] on the transfer of funds to and from foreign countries, including potentially negative tax consequences. [removed: |]

As of May [removed: 26, 2019,] [added: 31, 2020,] we had total debt, redeemable interests, and noncontrolling interests of [removed: $15.4] [added: $14.4] billion.

[removed: | • | | ability] [added: ability] to obtain additional financing for working capital, capital expenditures, or general corporate purposes, particularly if the ratings assigned to our debt securities by rating organizations were revised downward; and [removed: |]

[removed: | • | | flexibility] [added: flexibility] to adjust to changing business and market conditions and may make us more vulnerable to a downturn in general economic conditions. [removed: |]

If we fail to comply with any of these requirements, the related [removed: indebtedness (and] [added: indebtedness, and] other unrelated [removed: indebtedness)] [added: indebtedness,] could become due and payable prior to its stated maturity and our ability to obtain additional or alternative financing may also be adversely affected.

Global capital and credit market issues could negatively affect our [removed: liquidity, increase] [added: liquidity, increase] our costs of borrowing, and disrupt the operations of our [removed: suppliers and] [added: suppliers and] customers.

Volatility in the securities markets, interest rates, and other factors could substantially increase our defined [removed: benefit pension,] [added: benefit pension,] other postretirement benefit, and postemployment benefit costs.

As of May [removed: 26, 2019,] [added: 31, 2020,] we had [removed: $20.6] [added: $20.5] billion of goodwill and indefinite-lived intangible assets.

Our [removed: Latin America] [added: *Pillsbury*] and [removed: U.S. Yogurt reporting units have] [added: *Progresso* brands had] experienced declining business [removed: performance] [added: performance,] and we continue to monitor these businesses.

We evaluate the useful lives of our intangible assets, primarily intangible assets associated with the [removed: _Blue Buffalo_, _Pillsbury_, _Totino’s_, _Progresso_, _Yoplait_, _Old El_ _Paso_, _Yoki_, _Häagen-Dazs_,] [added: *Blue Buffalo*, *Pillsbury*, *Totino’s*, *Progresso*, *Yoplait*, *Old El Paso*, *Yoki*, *Häagen-Dazs*,] and [removed: _Annie’s_] [added: *Annie’s*] brands, to determine if they are finite or indefinite-lived.

Our indefinite-lived intangible assets are also tested for impairment annually and whenever events or changes in circumstances indicate that [removed: their carrying value] [added: impairment] may [removed: not be recoverable.][added: have occurred.]

Our failure to successfully integrate [removed: other] acquisitions into our existing operations could adversely affect our financial results.

Global health developments and economic uncertainty resulting from the COVID-19 pandemic could materially and adversely affect our business, financial condition, and results of operations.

The public health crisis caused by the COVID-19 pandemic and the measures being taken by governments, businesses, including us, and the public at large to limit COVID-19’s spread have had, and we expect will continue to have, certain negative impacts on our business, financial condition, and results of operations including, without limitation, the following:

We have experienced, and may continue to experience, a decrease in sales of certain of our products in markets around the world that have been affected by the COVID-19 pandemic.

In particular, sales of our products in the away-from-home food outlets across all our major markets have been negatively affected by reduced consumer traffic resulting from shelter-in-place regulations or recommendations and closings of restaurants, schools and cafeterias.

If the COVID-19 pandemic persists or intensifies, its negative impacts on our sales, particularly in away-from-home food outlets, could be more prolonged and may become more severe.

Deteriorating economic and political conditions in our major markets affected by the COVID-19 pandemic, such as increased unemployment, decreases in disposable income, declines in consumer confidence, or economic slowdowns or recessions, could cause a decrease in demand for our products.

We have experienced minor temporary workforce disruptions in our supply chain as a result of the COVID-19 pandemic.

We have implemented employee safety measures, based on guidance from the Centers for Disease Control and Prevention and World Health Organization, across all our supply chain facilities, including proper hygiene, social distancing, mask use, and temperature screenings.

These measures may not be sufficient to prevent the spread of COVID-19 among our employees.

Illness, travel restrictions, absenteeism, or other workforce disruptions could negatively affect our supply chain, manufacturing, distribution, or other business processes.

We may face additional production disruptions in the future, which may place constraints on our ability to produce products in a timely manner or may increase our costs.

Changes and volatility in consumer purchasing and consumption patterns may increase demand for our products in one quarter (such as occurred in the fourth quarter of fiscal 2020), resulting in decreased consumer demand for our products in subsequent quarters.

While we experienced increased demand for our products in the fourth quarter of fiscal 2020, this increase may moderate or reverse if consumers alter their purchasing habits.

Short term or sustained increases in consumer demand at our retail customers may exceed our production capacity or otherwise strain our supply chain.

The failure of third parties on which we rely, including those third parties who supply our ingredients, packaging, capital equipment and other necessary operating materials, contract manufacturers, distributors, contractors, commercial banks, and external business partners, to meet their obligations to us, or significant disruptions in their ability to do so, may negatively impact our operations.

Significant changes in the political conditions in markets in which we manufacture, sell, or distribute our products (including quarantines, import/export restrictions, price controls, governmental or regulatory actions, closures or other restrictions that limit or close our operating and manufacturing facilities, restrict our employees’ ability to travel or perform necessary business functions, or otherwise prevent our third-party partners, suppliers, or customers from sufficiently staffing operations, including operations necessary for the production, distribution, and sale of our products) could adversely impact our operations and results.

Actions we have taken or may take, or decisions we have made or may make, as a consequence of the COVID-19 pandemic may result in investigations, legal claims or litigation against us.

Commodity prices have become, and may continue to be, more volatile during the COVID-19 pandemic.

The failure of third parties on which we rely, including those third parties who supply our ingredients, packaging, capital equipment and other necessary operating materials, contract manufacturers, distributors, contractors, and external business partners, to meet their obligations to us, or significant disruptions in their ability to do so, may negatively impact our operations.

Disputes with significant suppliers, including disputes regarding pricing or performance, could adversely affect our ability to supply products to our customers and could materially and adversely affect our sales, financial condition, and results of operations.

We have experienced minor temporary workforce disruptions in our supply chain as a result of the COVID-19 pandemic.

We have implemented employee safety measures, based on guidance from the Centers for Disease Control and Prevention and World Health Organization, across all our supply chain facilities, including proper hygiene, social distancing, mask use, and temperature screenings.

These measures may not be sufficient to prevent the spread of COVID-19 among our employees.

Illness, travel restrictions, absenteeism, or other workforce disruptions could negatively affect our supply chain, manufacturing, distribution, or other business processes.

We may face additional production disruptions in the future, which may place constraints on our ability to produce products in a timely manner or may increase our costs.

We experienced increased demand for our products in the fourth quarter of fiscal 2020 and were, and continue to be, unable to fill all customer orders.

Short term or sustained increases in consumer demand at our retail customers may exceed our production capacity or otherwise strain our supply chain.

Our failure to meet the demand for our products could adversely affect our business and results of operations.

Deteriorating economic and political conditions in our major markets affected by the COVID-19 pandemic, such as increased unemployment, decreases in disposable income, declines in consumer confidence, or economic slowdowns or recessions, could cause a decrease in demand for our products.

A strengthening in the U.S. dollar relative to other currencies in the countries in which we operate, such as has generally occurred during the COVID-19 pandemic to-date, would negatively affect our reported results of operations and financial results due to currency translation losses and currency transaction losses.

Significant COVID-19 related changes in the political conditions in markets in which we manufacture, sell or distribute our products (including quarantines, import/export restrictions, price controls, governmental or regulatory actions, closures or other restrictions that limit or close our operating and manufacturing facilities, restrict our employees’ ability to travel or perform necessary business functions or otherwise prevent our third-party partners, suppliers, or customers from sufficiently staffing operations, including operations necessary for the production, distribution, sale, and support of our products) could adversely impact our operations and results.

The COVID-19 pandemic has increased volatility and pricing in the capital markets.

We may not have access to preferred sources of liquidity when needed or on terms we find acceptable, and our borrowing costs could increase.

An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed.

A disruption in the financial markets may have a negative effect on our derivative counterparties and could impair our banking or other business partners, on whom we rely for access to capital and as counterparties to our derivative contracts.

If current expectations for growth rates for sales and profits are not met, or other market factors and macroeconomic conditions that could be affected by the COVID-19 pandemic or otherwise were to change, then our reporting units could become significantly impaired.

Our Europe & Australia reporting unit had experienced declining business performance, and we continue to monitor this business.

If current expectations for growth rates for sales and margins are not met, or other market factors and macroeconomic conditions that could be affected by the COVID-19 pandemic or otherwise were to change, then our indefinite-lived intangible assets could become significantly impaired.

Competition in our product categories is based on

##### [Table of Contents](#toc)

PetSmart and Petco accounted for 36 percent and 14 percent, respectively, of our Pet segment’s net sales in fiscal 2019.

National pet superstore chains have experienced reduced store traffic.

If national pet superstore chains continue to experience reduced store traffic, or experience any operational difficulties, our Pet segment operating results may be adversely affected.

difficult over time.

| --- | --- | --- |

Our _Pillsbury_, _Yoki_, and _Progresso_ brands have experienced declining business performance, and we continue to monitor these businesses.

We may fail to realize all of the anticipated benefits of the Blue Buffalo acquisition or those benefits may take longer to realize than expected.

Our ability to realize the anticipated benefits of the Blue Buffalo acquisition will depend, to a large extent, on our ability to integrate Blue Buffalo, which is a complex, costly, and time-consuming process.

We had not operated in the pet food sector prior to the acquisition of Blue Buffalo and our lack of experience in this sector may hinder our ability to manage Blue Buffalo successfully following the acquisition.

The integration process may disrupt our business and, if implemented ineffectively, could restrict the realization of the full expected benefits.

The failure to meet the challenges involved in the integration process and to realize the anticipated benefits of the Blue Buffalo acquisition could cause an interruption of, or a loss of momentum in, our operations and could adversely affect our business, financial condition, and results of operations.

In addition, the integration of Blue Buffalo may result in material unanticipated problems, expenses, liabilities, competitive responses, and loss of customers and other business relationships.

Additional integration challenges include:

| | • | | diversion of management’s attention to integration matters; |

| --- | --- | --- | --- |

| | • | | difficulties in achieving anticipated cost savings, synergies, business opportunities, and growth prospects from the acquisition; |

| | • | | difficulties in the integration of operations and systems; |

| | • | | difficulties in conforming standards, controls, procedures, and accounting and other policies, business cultures, and compensation structures; |

| | • | | difficulties in the assimilation of employees; |

| | • | | challenges in keeping existing customers and obtaining new customers; |

| | • | | difficulties in building and operating new and existing manufacturing facilities; |

| | • | | challenges in attracting and retaining key personnel; |

| | • | | the impact of potential liabilities we may be inheriting from Blue Buffalo; and |

| | • | | coordinating a geographically dispersed organization. |

Many of these factors will be outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues, and diversion of management’s time and energy, which could adversely affect our business, financial condition, and results of operations and result in us becoming subject to litigation.

In addition, even if Blue Buffalo is integrated successfully, the full anticipated benefits of the acquisition may not be realized, including the synergies, cost savings or sales or growth opportunities that are anticipated.

These benefits may not be achieved within the anticipated time frame, or at all.

Further, additional unanticipated costs may be incurred in the integration process.

All of these factors could cause reductions in our earnings per share and decrease or delay the expected accretive effect of the acquisition.

As a result, it cannot be assured that the Blue Buffalo acquisition will result in the realization of the full or any anticipated benefits.

Blue Buffalo may underperform relative to our expectations.

The business, prospects, and financial performance of Blue Buffalo are subject to certain risks and uncertainties.

We may not be able to maintain the growth rate, levels of revenue, earnings, or operating efficiency that we and Blue Buffalo have achieved or might achieve separately.

Our failure to do so could have a material adverse effect on our financial condition and results of operations.

When we acquired Blue Buffalo in fiscal 2018, we recorded significant brand intangible and goodwill assets at fair value based on, among other things, our projections of Blue Buffalo’s financial performance.

Our failure to meet or exceed our projections could have a material adverse effect on our financial condition and results of operations, including a material impairment to our intangible assets.

| [removed: •] [added: Organic net sales growth] | | [removed: low single-digit annual growth in organic net sales;] [added: (1)] | [added: pt |]

[removed: In fiscal 2019 we executed well and met or exceeded each of] [added: Consequently,] our [removed: key] full-year [removed: financial targets, including] [added: results significantly exceeded our initial annual targets for] organic net sales [removed: growth and] [added: growth,] constant-currency growth in [removed: net sales,] adjusted operating [removed: profit,] [added: profit] and adjusted diluted [removed: EPS.][added: earnings per share (EPS), and free cash flow conversion.]

The combination of [removed: record-level] [added: our continued strong levels of] Holistic Margin Management (HMM) savings, [removed: increased benefits from] [added: volume growth, and positive] net price realization and [removed: mix, and strong] [added: mix offset input] cost [removed: management drove] [added: inflation and increased investments in brand building and capabilities, resulting in significant] growth in constant-currency adjusted operating profit and adjusted diluted [removed: EPS ahead of our initial targets.][added: EPS.]

Our consolidated net sales for fiscal [removed: 2019] [added: 2020] rose [removed: 7] [added: 5] percent to [removed: $16.9] [added: $17.6] billion.

On an organic basis, net sales [removed: essentially matched] [added: increased 4 percent compared to] year-ago levels.

Operating profit of [removed: $2.5] [added: $3.0] billion increased [removed: 4] [added: 17] percent.

Adjusted operating profit of [removed: $2.8] [added: $3.0] billion increased [removed: 9 percent and increased 10] [added: 7] percent on a constant-currency basis.

Diluted EPS of [removed: $2.90] [added: $3.56] was [removed: down 20] [added: up 23] percent compared to fiscal [removed: 2018] [added: 2019] results.

Adjusted diluted EPS [removed: was up 4 percent to $3.22 per share and] [added: of $3.61] increased [removed: 4] [added: 12] percent on a constant-currency basis (See the “Non-GAAP Measures” section below for a description of our use of measures not defined by generally accepted accounting principles (GAAP)).

Net cash provided by operations totaled [removed: $2.8] [added: $3.7] billion in fiscal [removed: 2019] [added: 2020] representing a conversion rate of [removed: 157] [added: 166] percent of net earnings, including earnings attributable to redeemable and noncontrolling interests.

This cash generation supported capital investments totaling [removed: $538] [added: $461] million, and our resulting free cash flow was [removed: $2.3] [added: $3.2] billion at a conversion rate of [removed: 115] [added: 143] percent of adjusted net earnings, including earnings attributable to redeemable and noncontrolling interests.

We also returned cash to shareholders through dividends totaling $1.2 billion and reduced total debt outstanding by [removed: $1.3] [added: $1.0] billion.

A detailed review of our fiscal [removed: 2019] [added: 2020] performance compared to fiscal [removed: 2018] [added: 2019] appears below in the section titled “Fiscal [removed: 2019] [added: 2020] Consolidated Results of Operations.” A detailed review of our fiscal [removed: 2018] [added: 2019] performance compared to our fiscal [removed: 2017] [added: 2018] performance is set forth in Part II, Item 7 of our Form 10-K for the fiscal year ended May [removed: 27, 2018] [added: 26, 2019] under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Fiscal [removed: 2018] [added: 2019] Results of Consolidated [removed: Operations.”][added: Operations,” which is incorporated herein by reference.]

[added: | (a)] See the [removed: “Non-GAAP Measures”] [added: "Non-GAAP Measures"] section below for [removed: a description of] our use of measures not defined by GAAP. [added: | | | | | | | | | | | |]

FISCAL [removed: 2019] [added: 2020] CONSOLIDATED RESULTS OF OPERATIONS

In fiscal [removed: 2019,] [added: 2020,] net sales increased [removed: 7] [added: 5] percent compared to last [removed: year, primarily reflecting the addition of Blue Buffalo.][added: year and organic net sales increased 4 percent compared to last year.]

Operating profit margin of [removed: 14.9] [added: 16.8] percent was [removed: down 50] [added: up 190] basis points from year-ago levels primarily driven by [added: favorable net price realization and mix in fiscal 2020,] impairment charges recorded for certain intangible and manufacturing assets [added: in fiscal 2019,] and [removed: unfavorable mark-to-market valuation] [added: the impact] of [removed: certain commodity positions.][added: the 53rd week in fiscal 2020, partially offset by higher selling, general, and administrative (SG&A) expenses in fiscal 2020.]

Adjusted diluted earnings per share of [removed: $3.22] [added: $3.61] increased [removed: 4] [added: 12] percent on a constant-currency basis (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 fiscal [removed: 2019] [added: 2020] follows:

| Fiscal [removed: 2019 |] [added: 2020] | In millions, except per share | | | [removed: |] Fiscal [removed: 2019] [added: 2020] vs. Fiscal [removed: 2018 |] [added: 2019] | | | Percent of Net Sales | | | [removed: | Constant- Currency] [added: Constant-Currency] Growth (a) | | [removed: |]

| [removed: Net sales | | $ | 16,865.2 | | | | 7 %] [added: Net Sales] | | | | | | | | [removed: 9 %] | |

| Operating profit [removed: | | | 2,515.9 | | | | 4 %] [added: as reported] | [added: $2,953.9] | [added: $2,515.9] | [added: 17] | [removed: 14.9] % | [removed: | | | | |]

| Net earnings attributable to General Mills | | [removed: | 1,752.7 |] [added: 2,181.2] | | [added: 24] | [removed: (18)] % | | | | | | | [removed: | | |]

| Organic net sales growth rate (a) | | | | [removed: | | | Flat | |] [added: 4] | [added: %] | | | | | | |

| Adjusted operating profit [removed: (a)] | [removed: | | 2,858.0 | | | | 9 % | | | | 16.9 % |] [added: $3,058.0] | [added: $2,858.0] | [added: 7] | [removed: 10] % | [removed: |]

[removed: | (a) |] See the “Non-GAAP Measures” section below for our use of [removed: measures] [added: this measure] not defined by GAAP. [removed: |]

| | [removed: |] Fiscal [removed: 2019 |] [added: 2020] | | | Fiscal [removed: 2019] [added: 2020] vs. Fiscal [removed: 2018 |] [added: 2019] | | | Fiscal [removed: 2018 |] [added: 2019] | |

| Net sales (in millions) | [removed: | $ | 16,865.2] [added: $] | [added: 17,626.6] | | [added: 5] | [removed: 7] % | | [removed: |] $ | [removed: 15,740.4 |] [added: 16,865.2] |

| Contributions from volume growth (a) | | | | [removed: | |] [added: 4] | [removed: 5] pts | | | | [removed: | |]

| Net price realization and mix | | | | [removed: | |] [added: 2] | [removed: 4] pts | | | | [removed: | |]

| Foreign currency exchange | [removed: | | | | | | (2)pts] [added: (4)] | [added: pts] | [added: 3] | [added: pts] | [added: (3)] | [added: pts] |

| (a) [removed: |] Measured in tons based on the stated weight of our product shipments. | [added: | | | | | | | |]

The [removed: 7] [added: 5] percent increase in net sales in fiscal [removed: 2019] [added: 2020] reflects [removed: the addition of Blue Buffalo, favorable net price realization and mix across all other segments, and] higher contributions from volume growth [removed: in the Asia & Latin America segment,] [added: and favorable net price realization and mix,] partially offset by [removed: lower contributions from volume growth in the North America Retail, Europe & Australia, and Convenience Stores & Foodservice segments.][added: unfavorable foreign currency exchange.]

| Fiscal [removed: 2019] [added: 2020] vs. Fiscal [removed: 2018 | |] [added: 2019] | | |

| Contributions from organic volume growth (a) | [removed: | | (2)pts] [added: 2] | [added: pts] |

| Organic net price realization and mix | [removed: | |] 2 [removed: pts] | [added: pts] |

| [removed: Organic net] [added: Net] sales growth | [added: Flat] | | [added: (1) | pt |] Flat | |

| Foreign currency exchange | | | [removed: (2)pts] | [added: (3)] | [added: pts | | | |]

| [removed: Acquisition and divestitures] [added: Divestitures (b)] | | [added: (3)] | [removed: 9] pts | [removed: |]

| Net sales growth | [removed: |] [added: 5] | [removed: 7] pts | [removed: |]

We believe achieving that goal requires us to generate a consistent balance of net sales growth, margin expansion, cash conversion, and cash return to shareholders over time.

Fiscal 2020 was a year of significant challenge and change in the external environment, and we adapted and executed to deliver strong financial results while remaining focused on the health and safety of our employees and our company purpose of making food the world loves.

Prior to the outbreak of the COVID-19 pandemic, we expected to meet or exceed each of our key fiscal 2020 financial targets.

The virus outbreak had a profound impact on consumer demand across our major markets, including driving an unprecedented increase in demand for food at home and a corresponding decrease in demand for away-from-home food, resulting from efforts to reduce virus transmission.

After the onset of the pandemic, elevated at-home food demand accelerated net sales growth in the fourth quarter in the North America Retail segment, where a significant share of net sales comes from categories that were most impacted by at-home eating, including meals, baking, and cereal.

The impact of elevated at-home demand was less pronounced in the Europe & Australia segment, reflecting its lower proportion of net sales in those categories.

The Pet segment experienced increased demand early in the fourth quarter from stock-up purchasing, which partially unwound by the end of the quarter.

Lower away-from-home food demand reduced growth for the Convenience Stores & Foodservice and Asia & Latin America segments.

We delivered on the three key priorities we outlined at the beginning of fiscal 2020:

First, we accelerated our organic net sales growth rate compared to our fiscal 2019 performance, driven by strong execution to meet elevated demand during the COVID-19 pandemic, healthy levels of innovation, and a significant increase in capabilities and brand-building investment.

We experienced robust growth in organic net sales in North America Retail, aided by our ability to meet the pandemic-related increase in demand for meals and baking categories during the fourth quarter, as well as consistently strong results in U.S. cereal and important improvements in U.S. snack bars and U.S. yogurt throughout the year.

We exceeded our organic net sales growth goal for our Pet segment, driven by a successful expansion of BLUE into additional customer outlets and a significant increase in household penetration for the brand.

Organic net sales results in our Convenience Stores & Foodservice, Europe & Australia, and Asia & Latin America segments were below fiscal 2019 levels, due to a slow start to the year in each of those segments, as well as the pandemic-related headwinds impacting Convenience Stores & Foodservice and Asia & Latin America in the second half of the year.

Second, we maintained our strong adjusted operating profit margins.

Third, we reduced our leverage.

Our continued cash discipline delivered a significant reduction in core working capital and strong free cash flow conversion, resulting in reduced debt and an important decrease in our leverage ratio.

Our ratio of net debt-to-operating cash flow was 3.2 in fiscal 2020, and our

net debt-to-adjusted earnings before net interest, income taxes, depreciation and amortization (net debt-to-adjusted EBITDA) ratio was 3.2, which was favorable to our fiscal 2020 target of 3.5 (See the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).

We have outlined three key priorities for fiscal 2021 that we expect will allow us to generate competitive performance while continuing to advance our long-term goals:

1)Compete effectively, everywhere we play, leading to increased brand penetration, competitive service levels, strengthened customer partnerships, and market share gains in our key categories.

We expect net sales growth in fiscal 2021 will be positively impacted by superior execution as well as elevated at-home food demand, relative to the pre-pandemic period.

We anticipate headwinds to fiscal 2021 net sales growth from comparisons against the 53rd week, the extra month of Pet segment results, and the pandemic-related increase in demand in the fourth quarter of fiscal 2020.

Additionally, fiscal 2021 net sales growth may be negatively impacted by a potential reduction in consumers’ at-home food inventory, which has been elevated during the pandemic.

2)Drive efficiency to fuel investment.

We anticipate that the combination of benefits from our HMM initiatives and volume leverage and headwinds from input cost inflation, increased investment in our brands and capabilities, higher costs to service elevated demand, and higher ongoing health and safety-related expenses will result in an adjusted operating profit margin that is approximately in line with fiscal 2020 levels.

3)Reduce leverage to increase financial flexibility.

We expect to make further progress in fiscal 2021 in reducing our net debt-to-adjusted EBITDA ratio.

We expect the largest factor impacting our fiscal 2021 performance will be relative balance of at-home versus away-from-home consumer food demand.

This balance will be determined by factors such as consumers’ ability and willingness to eat in restaurants, the proportion of people working from home, the reopening of schools, and changes in consumers’ income levels.

While the COVID-19 pandemic has significantly influenced each of these factors in recent months, the magnitude and duration of its future impact remains highly uncertain.

We expect consumer concerns about COVID-19 virus transmission and the recession to drive elevated demand for food at home, relative to pre-pandemic levels.

We are tracking the level of virus control, the possibility of a second-wave outbreak, the availability of a vaccine, GDP growth, unemployment rates, consumer confidence, and wage growth, among other factors, to assess the likely magnitude and duration of elevated at-home food demand.

Fiscal 2020 had 53 weeks compared to 52 weeks in fiscal 2019.

Fiscal 2020 includes 13 months of Pet operating segment results as we changed the Pet operating segment’s reporting period from an April fiscal year end to a May fiscal year end to match our fiscal calendar.

Fiscal 2019 included 12 months of Pet operating segment results.

Adjusted operating profit margin increased 40 basis points to 17.3 percent, primarily driven by favorable net price realization and mix in fiscal 2020, the impact of the 53rd week in fiscal 2020, and the purchase accounting inventory adjustment in fiscal 2019 related to our acquisition of Blue Buffalo Products, Inc. (Blue Buffalo), partially offset by higher SG&A expenses in fiscal 2020.

Diluted earnings per share of $3.56 increased 23 percent compared to fiscal 2019.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Operating profit | | 2,953.9 | | 17 | % | | 16.8 | % | | | |

| Diluted earnings per share | $ | 3.56 | | 23 | % | | | | | | |

We believe that increases in organic net sales, adjusted operating profit, adjusted earnings per share (EPS), free cash flow, and cash return to shareholders are key drivers of financial performance for our business.

Our long-term growth objectives are to consistently deliver:

| --- | --- | --- |

| • | | mid single-digit annual growth in adjusted operating profit; |

| • | | high single-digit annual growth in adjusted diluted EPS; |

| • | | free cash flow conversion averaging above 95 percent of adjusted net earnings after tax; and |

| • | | cash return to shareholders averaging above 90 percent of free cash flow, including an attractive dividend yield. |

We continue to pursue our Consumer First strategy and execute against our global growth framework: 1) competing effectively on all brands and across all geographies through strong innovation, effective consumer marketing, and excellent in-store execution; 2) accelerating growth on our four differential growth platforms, which are _Häagen-Dazs_ ice cream, snack bars, _Old El Paso_ Mexican food, and our portfolio of natural and organic food brands; and 3) reshaping our portfolio through growth-enhancing acquisitions and divestitures, including the acquisition of Blue Buffalo.

By focusing on this growth framework, we expect to generate financial performance consistent with the long-term growth objectives listed above, which we believe should result in long-term value creation for our shareholders.

Relative to fiscal 2018, we improved our net sales performance in U.S. Yogurt and our emerging market businesses, we increased our contributions from innovation, we stabilized our distribution trends in the U.S., and we generated greater benefits from net price realization and mix through our Strategic Revenue Management capability.

These results were partially offset by challenging performance for U.S. snack bars, leaving our organic net sales growth at the low end of the range outlined in our initial annual targets.

We successfully transitioned Blue Buffalo into the General Mills portfolio in fiscal 2019, achieving our goals of double-digit pro forma growth in net sales and segment operating profit excluding the impact of purchase accounting.

Finally, we continued to maintain a disciplined focus on cash, resulting in another year of strong free cash flow conversion.

##### [Table of Contents](#toc)

In fiscal 2020, our plans include continued strong innovation and investments in capabilities and brand building to accelerate our topline growth, efficiency initiatives to maintain our strong margins, and a disciplined focus on cash to further reduce our leverage.

We remain confident that executing our Consumer First strategy and our Compete, Accelerate, and Reshape growth framework will drive sustainable, profitable growth and attractive long-term returns for our shareholders.

Our key full-year fiscal 2020 targets are summarized below:

| • | | Organic net sales are expected to increase 1 to 2 percent. |

| • | | Constant-currency adjusted operating profit is expected to increase 2 to 4 percent from the base of $2.8 billion reported in fiscal 2019. Benefit of the 53rd week in fiscal 2020 will be reinvested in capabilities and brand-building initiatives to drive improvement in our organic net sales growth rate in 2020 and beyond. |

| • | | Constant-currency adjusted diluted EPS are expected to increase 3 to 5 percent from the base of $3.22 earned in fiscal 2019. |

| • | | Free cash flow conversion is expected to be at least 95 percent of adjusted after-tax earnings. |

In fiscal 2018, we acquired Blue Buffalo, which became our Pet operating segment.

We are reporting the Pet operating segment results on a one-month lag and, accordingly, our fiscal 2018 results did not include Pet segment operating results.

Organic net sales were flat in the fiscal year ended May 26, 2019.

Adjusted operating profit margin increased 30 basis points to 16.9 percent, primarily driven by lower selling, general, and administrative expenses in our North America Retail segment and the addition of Blue Buffalo, partially offset by higher input costs.

Diluted earnings per share of $2.90 decreased 20 percent primarily driven by a one-time benefit recorded in fiscal 2018 related to the Tax Cuts and Jobs Act (TCJA).

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Diluted EPS | | $ | 2.90 | | | | (20) % | | | | | | | | | |

| Adjusted diluted EPS (a) | | $ | 3.22 | | | | 4 % | | | | | | | | 4 % | |

| --- | --- |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | |

| --- | --- | --- | --- | --- |

The increase was driven by a $503 million increase due to higher volume and a $194 million increase attributable to product rate and mix, including the impact of the Blue Buffalo acquisition.

sales compared to $14 million in fiscal 2018.

Selling, general and administrative (SG&A) expenses increased $86 million to $2,936 million in fiscal 2019 compared to fiscal 2018.

Divestitures loss totaled $30 million in fiscal 2019.

We also sold our yogurt business in China and simultaneously entered into a new Yoplait license agreement with the purchaser for their use of the _Yoplait_ brand.

For information on interest rate, foreign exchange, commodity price, and equity instrument risk, please see Note [removed: 7] [added: 8] to the Consolidated Financial Statements in Item 8 of this report.

The table below presents the estimated maximum potential VAR arising from a one-day loss in fair value for our interest rate, foreign currency, commodity, and equity market-risk-sensitive instruments outstanding as of May [removed: 26, 2019] [added: 31, 2020] and May [removed: 27, 2018,] [added: 26, 2019,] and the average fair value impact during the year ended May [removed: 26, 2019.][added: 31, 2020.]

| | [removed: |] Fair Value Impact | | | | | | [removed: | | | | |]

| In Millions | | May [removed: 26, 2019 | |] [added: 31, 2020] | | [removed: Average] [added: Average] during fiscal [removed: 2019 | | | | May 27, 2018] [added: 2020] | | [added: May 26, 2019] |

| Interest rate instruments | [removed: |] $ | [removed: 74.4 | |] [added: 78.8] | $ | [removed: 46.1 | |] [added: 80.3] | $ | [removed: 33.2 |] [added: 74.4] |

| Foreign currency instruments | | [removed: | 16.8 | | | | 19.0 |] [added: 19.3] | | [added: 15.3] | [removed: 21.3] | [added: 16.8] |

| Commodity instruments | | [removed: | 4.1 | | | | 2.5 |] [added: 2.6] | | [added: 3.0] | [removed: 1.9] | [added: 4.1] |

| Equity instruments | | [removed: | 2.3 | | | | 2.2 |] [added: 5.0] | | [added: 2.9] | [removed: 2.0] | [added: 2.3] |

| --- | --- | --- | --- | --- | --- | --- |

##### [Table of Contents](#toc)

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

[removed: Following our acquisition of Blue Buffalo Pet Products, Inc. (Blue Buffalo) in fiscal 2018, we] [added: We] are also a leading manufacturer and marketer in the wholesome natural pet food category.

For further information on [removed: the acquisition of Blue Buffalo,] [added: significant customers,] please [removed: see] [added: refer to] Note [removed: 3] [added: 8] to the Consolidated Financial Statements in Item 8 of this report.

[removed: | | • | | snacks,] [added: snacks,] including grain, fruit and savory snacks, nutrition bars, and frozen hot snacks; [removed: |]

[removed: | | • | | ready-to-eat] [added: ready-to-eat] cereal; [removed: |]

[removed: | | • | | convenient] [added: convenient] meals, including meal kits, ethnic meals, pizza, soup, side dish mixes, frozen breakfast, and frozen entrees; [removed: |]

[removed: | | • | | yogurt; |][added: yogurt;]

[removed: | | • | |] [added: wholesome natural] pet food; [removed: |]

[removed: | | • | | super-premium] [added: super-premium] ice cream; [removed: |]

[removed: | | • | | baking] [added: baking] mixes and ingredients; and [removed: |]

[removed: | | • | | refrigerated] [added: refrigerated] and frozen dough. [removed: |]

For net sales contributed by each class of similar products, please see Note [removed: 16] [added: 17] to the Consolidated Financial Statements in Item 8 of this report.

[removed: _Customers._] Our primary customers are grocery stores, mass merchandisers, membership stores, natural food chains, drug, dollar and discount chains, e-commerce retailers, commercial and noncommercial foodservice distributors and operators, restaurants, convenience stores, and pet specialty stores.

During fiscal [removed: 2019,] [added: 2020,] Walmart Inc. and its affiliates (Walmart) accounted for [removed: 20] [added: 21] percent of our consolidated net sales and [removed: 31] [added: 30] percent of net sales of our North America Retail segment.

[removed: _Competition._] The packaged [removed: foods] [added: and pet food] categories are highly competitive, with numerous manufacturers of varying sizes in the United States and throughout the world.

[removed: Our principal strategies for competing in each of our segments include unique consumer insights,] effective customer relationships, superior product quality, innovative advertising, product promotion, product innovation aligned with consumers’ needs, an efficient supply chain, and price.

[removed: _Raw materials, ingredients, and packaging._] The principal raw materials that we use are grains (wheat, oats, and corn), dairy products, sugar, fruits, vegetable oils, meats, nuts, vegetables, and other agricultural products.

The cost of these inputs may fluctuate widely due to external conditions such as weather, [added: climate change,] product scarcity, limited sources of supply, commodity market fluctuations, currency fluctuations, trade tariffs, [added: pandemics (including the COVID-19 pandemic),] and changes in governmental agricultural and energy policies and regulations.

[added: We also have a grain merchandising operation that provides] us efficient access to, and more informed knowledge of, various commodity markets, principally wheat and oats.

Research and development expenditures were [removed: $222] [added: $224] million in fiscal [removed: 2019] [added: 2020] and [removed: $219] [added: $222] million in fiscal [removed: 2018.][added: 2019.]

Some of the more important trademarks used in our global operations (set forth in italics in this report) include [removed: _Annie’s, Betty Crocker_, _Bisquick_, _Blue Buffalo_, _BLUE Basics_, _BLUE Freedom_, _BLUE Wilderness_, _Bugles_, _Cascadian_ _Farm_, _Cheerios_, _Chex_, _Cinnamon] [added: *Annie’s*, *Betty Crocker*, *Bisquick*, *Blue Buffalo*, *Blue Basics*, *Blue Freedom*, *Blue Wilderness*, *Bugles*, *Cascadian* *Farm*, *Cheerios*, *Chex*, *Cinnamon] Toast [removed: Crunch_, _Cocoa Puffs_, _Cookie Crisp,_ _EPIC_, _Fiber One_, _Food] [added: Crunch*, *Cocoa Puffs*, *Cookie Crisp*, *EPIC*, *Fiber One*, *Food] Should Taste [removed: Good_, _Fruit] [added: Good*, *Fruit] by the [removed: Foot_, _Fruit Gushers_, _Fruit Roll-Ups_, _Gardetto’s_, _Go-Gurt_, _Gold Medal_, _Golden Grahams_, _Häagen-Dazs_, _Helpers_, _Jeno’s_, _Jus-Rol_, _Kitano_, _Kix_, _Lärabar_, _Latina_, _Liberté_, _Lucky Charms_, _Muir Glen_, _Nature Valley_, _Oatmeal Crisp_, _Old] [added: Foot*, *Fruit Gushers*, *Fruit Roll-Ups*, *Gardetto's*, *Go-Gurt*, *Gold Medal*, *Golden Grahams*, *Häagen-Dazs*, *Helpers*, *Jus-Rol*, *Kitano*, *Kix*, *Lärabar*, *Latina*, *Liberté*, *Lucky Charms*, *Muir Glen*, *Nature Valley*, *Oatmeal Crisp*, *Old] El [removed: Paso_, _Pillsbury_, _Progresso_, _Raisin] [added: Paso*, *Oui*, *Pillsbury*, *Progresso*, *Raisin] Nut [removed: Bran_, _Total_, _Totino’s_, _Trix_, _Wanchai Ferry_, _Wheaties_, _Yoki_,] [added: Bran*, *Total*, *Totino’s*, *Trix*, *Wanchai Ferry*, *Wheaties*, *Yoki*,] and [removed: _Yoplait_.][added: *Yoplait*.]

Some of our products are marketed under or in combination with trademarks that have been licensed from others for both long-standing products (e.g., [removed: _Reese’s Puffs_] [added: *Reese’s Puffs*] for cereal, [removed: _Green Giant_] [added: *Green Giant*] for vegetables in certain countries, and [removed: _Cinnabon_] [added: *Cinnabon*] for refrigerated dough, frozen pastries, and baking products) and shorter term promotional products (e.g., fruit snacks sold under various third party equities).

Our cereal trademarks are licensed to CPW and may be used in association with the [removed: _Nestlé_] [added: *Nestlé*] trademark.

Nestlé licenses certain of its trademarks to CPW, including the [removed: _Nestlé_] [added: *Nestlé*] and [removed: _Uncle Toby’s_] [added: *Uncle Toby’s*] trademarks.

The [removed: _Häagen-Dazs_] [added: *Häagen-Dazs*] trademark is licensed royalty-free and exclusively to Nestlé for ice cream and other frozen dessert products in the United States and Canada.

The [removed: _Häagen-Dazs_] [added: *Häagen-Dazs*] trademark is also licensed to HDJ.

The [removed: _Pillsbury_] [added: *Pillsbury*] brand and the [removed: _Pillsbury Doughboy_] [added: *Pillsbury Doughboy*] character are subject to an exclusive, royalty-free license that was granted to a third party and its successors in the dessert mix and baking mix categories in the United States and under limited circumstances in Canada and Mexico.

The [removed: _Yoplait_] [added: *Yoplait*] trademark and other related trademarks are owned by Yoplait Marques SNC, an entity in which we own a 50 percent interest.

The [removed: _Liberté_] [added: *Liberté*] trademark and other related trademarks are owned by Liberté Marques Sàrl, an entity in which we own a 50 percent interest.

Demand for [removed: _Progresso_] [added: *Progresso*] soup is higher during the fall and winter months.

[added: Internationally, within] our Europe & Australia and Asia & Latin America segments, demand for [removed: _Häagen-Dazs_] [added: *Häagen-Dazs*] ice cream is higher during the summer months and demand for baking mix and dough products increases during winter months.

As of May [removed: 26, 2019,] [added: 31, 2020,] we had approximately [removed: 40,000] [added: 35,000] full- and part-time employees.

As of May [removed: 26, 2019,] [added: 31, 2020,] we were involved with two [removed: active cleanup sites] [added: response actions] associated with the alleged or threatened release of hazardous substances or wastes located in Minneapolis, Minnesota and Moonachie, New Jersey.

The section below provides information regarding our executive officers as of [removed: June 27, 2019:][added: July 2, 2020:]

[removed: _Richard] [added: Richard] C.

[removed: Allendorf_,] [added: Allendorf,] age [removed: 58,] [added: 59,] is General Counsel and Secretary.

[removed: _Jodi Benson_,] [added: Jodi Benson,] age [removed: 54,] [added: 55,] is Chief Innovation, Technology and Quality Officer.

She was named Vice President for our International business segment from April 2016 to March 2017, and Vice President of [removed: the Global Innovation, Technology, and Quality Capabilities Group from April 2017 to July 2018.]

[removed: Bishop, Jr._,] [added: Bethany Quam,] age [removed: 48,] [added: 49,] is Group President, Pet.

He was [removed: named] [added: elected] to his present position in [removed: April 2018.][added: February 2020.]

[removed: _Kofi] [added: Kofi] A.

The results of our Pet operating segment include 13 months of results in fiscal 2020 as we changed the Pet operating segment’s reporting period from an April fiscal year end to a May fiscal year end to match our fiscal calendar.

Fiscal 2019 included 12 months of results, and fiscal 2018 did not include results for the Pet operating segment.

Customers

Competition

Our principal strategies for competing in each of our segments include unique consumer insights,

Raw materials, ingredients, and packaging

In the fourth quarter of fiscal 2020, we experienced increased demand in our retail businesses as the COVID-19 pandemic and related governmental restrictions resulted in a significant increase in at-home food consumption.

We have taken steps to increase our production capacity to meet the increased demand for our retail products, including increasing production time at our manufacturing facilities and prioritizing certain product lines to increase manufacturing efficiency.

Notwithstanding these efforts, we have been, and continue to be, unable to fulfill all orders we receive from our customers.

the Global Innovation, Technology, and Quality Capabilities Group from April 2017 to July 2018.

He was named Vice President, Controller in August 2017, Vice President, Financial Operations in September 2019, and to his present position in February 2020.

Dana M.

Ms. McNabb joined General Mills in 1999 and held a variety of marketing roles in Cereal, Snacks, Meals, and New Products before becoming Vice President, Marketing for CPW in 2011 and Vice President, Marketing for the Circle of Champions Business Unit in October 2015.

She was promoted to President, U.S. Cereal Operating Unit in December 2016 and named to her present position in January 2020.

Jaime Montemayor, age 56, is Chief Digital and Technology Officer.

He spent 21 years at PepsiCo, Inc., serving in roles of increasing responsibility, including most recently as Senior Vice President and Chief Information Officer of PepsiCo’s Americas Foods segment from 2013 to October 2015, and Senior Vice President and Chief Information Officer, Digital Innovation, Data and Analytics, PepsiCo from November 2015 to July 2016.

Mr. Montemayor served as Chief Technology Officer of 7-Eleven Inc. from April 2017 until October 2017.

He assumed his current role in February 2020 after founding and operating a digital technology consulting company from November 2017 until January 2020.

Mark A.

Pallot, age 47, is Vice President, Chief Accounting Officer.

Mr. Pallot joined General Mills in 2007 and served as Director, Financial Reporting until August 2017, when he was named Vice President, Assistant Controller.

Prior to joining General Mills, Mr. Pallot held accounting and financial reporting positions at Residential Capital, LLC, Metris, Inc., CIT Group Inc., and Ernst & Young, LLP.

She was promoted to Vice President, Field Sales, Channels in 2012, Vice

All such filings are available on the SEC’s website at www.sec.gov.

We continue to pursue our Consumer First strategy and execute against our global growth framework: 1) competing effectively on all brands and across all geographies through strong innovation, effective consumer marketing, and excellent in-store execution; 2) accelerating growth on our four differential growth platforms, which are _Häagen-Dazs_ ice cream, snack bars, _Old El Paso_ Mexican food, and our portfolio of natural and organic food brands; and 3) reshaping our portfolio through growth-enhancing acquisitions and divestitures.

We believe executing against this growth framework should result in long-term value creation for our shareholders.

As part of our portfolio shaping strategy, in fiscal 2018, we acquired Blue Buffalo for an aggregate purchase price of $8.0 billion.

We financed the transaction with a combination of $6.0 billion in debt, $1.0 billion in equity, and cash on hand.

The consolidated results of Blue Buffalo are reported as our Pet operating segment on a one-month lag.

In fiscal 2018, our Consolidated Statements of Earnings did not include Pet operating segment results.

| --- | --- | --- | --- |

##### [Table of Contents](#toc)

For further information on significant customers, please refer to Note 7 to the Consolidated Financial Statements in Item 8 of this report.

We also have a grain merchandising operation that provides

Internationally, within

The backlog of any unfilled orders as of May 26, 2019, was not material.

_William W.

Mr. Bishop joined General Mills from Blue Buffalo in April 2018.

Prior to joining General Mills, Mr. Bishop served as Chief Executive Officer of Blue Buffalo since January 2017.

From 2003 until January 2017, Mr. Bishop served as Chief Operating Officer of Blue Buffalo and was named President in 2012.

He co-founded Blue Buffalo in 2002.

Bruce_, age 49, is Vice President, Controller.

He served in that role until he was named to his present position in August 2017.

_Donal L.

Mr. Mulligan joined General Mills in 2001 from The Pillsbury Company.

He served as Vice President, Financial Operations for our International division until 2004, when he was named Vice President, Financial Operations for Operations and Technology.

Mr. Mulligan was appointed Treasurer in 2006 and Senior Vice President, Financial Operations in 2007.

He was elected to his present position in 2007.

From 1987 to 1998, he held several international positions at PepsiCo, Inc. and YUM!

Brands, Inc. Mr. Mulligan is a director of Tennant Company.

President, President, U.S. Retail Sales in 2007, Senior Vice President, President, Consumer Foods Sales Division in 2010, and Senior Vice President, President, Sales & Channel Development in 2012.

In our opinion, there were no claims or litigation pending as of May [removed: 26, 2019,] [added: 31, 2020,] that were reasonably likely to have a material adverse effect on our consolidated financial position or results of operations.

[removed: 10-K 1 d725716d10k.htm FORM 10-K][added: FORM 10-K]

[removed: | ☑ | ANNUAL] [added: RANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED May [removed: 26, 2019 |][added: 31, 2020]

[removed: | ☐ | TRANSITION] [added: £TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM [added: __________] TO [removed: |][added: __________]

| Delaware | [removed: |] 41-0274440 |

| (State or other jurisdiction of | [removed: |] (I.R.S. Employer |

| incorporation or organization) | [removed: |] Identification No.) |

| Number One General Mills Boulevard | | [removed: |]

| Minneapolis, Minnesota | [removed: |] 55426 |

| (Address of principal executive offices) | [removed: |] (Zip Code) |

[removed: (763) 764-7600][added: (763)764-7600]

| Title of each class | | [added: |] Trading Symbol(s) | | Name of each exchange on which registered | [added: |]

| Common Stock, $.10 par value | | [added: |] GIS | | New York Stock Exchange | [added: |]

| [removed: Floating Rate] [added: 2.100%] Notes due 2020 | | [removed: GIS20A] | [added: GIS20] | [added: |] New York Stock Exchange | [added: |]

| [removed: 2.100%] [added: 1.000%] Notes due [removed: 2020] [added: 2023] | | [removed: GIS20] | [added: GIS23A] | [added: |] New York Stock Exchange | [added: |]

| [removed: 1.000%] [added: 0.450%] Notes due [removed: 2023] [added: 2026] | | [removed: GIS23A] | [added: GIS26] | [added: |] New York Stock Exchange | [added: |]

| 1.500% Notes due 2027 | | [added: |] GIS27 | | New York Stock Exchange | [added: |]

Yes [removed: ☑ No ☐][added: £No R]

Yes [removed: ☐ No ☑][added: £No R]

| Large accelerated filer [removed: ☑ |] [added: R] | Accelerated filer [removed: ☐ |] [added: £] | Non-accelerated filer [removed: ☐ |] [added: £] | Smaller reporting company [removed: ☐] [added: £] |

[removed: |] Emerging growth company [removed: ☐ | | | | | | |][added: £]

Aggregate market value of Common Stock held by non-affiliates of the registrant, based on the closing price of [removed: $43.37] [added: $52.69] per share as reported on the New York Stock Exchange on November [removed: 25, 2018] [added: 24, 2019] (the last business day of the registrant’s most recently completed second fiscal quarter): [removed: $25,879.8] [added: $31,856.1] million.

Number of shares of Common Stock outstanding as of June [removed: 10, 2019: 601,959,611] [added: 15, 2020: 609,869,264] (excluding [removed: 152,653,717] [added: 144,744,064] shares held in the treasury).

Portions of the registrant’s Proxy Statement for its [removed: 2019] [added: 2020] Annual Meeting of Shareholders are incorporated by reference into Part III.

| | | [removed: | |] Page | [removed: | |]

| Part I | | | [removed: | | | |]

| Item 1 | [removed: | [Business](#tx725716_1) | | | 3] [added: [Business](#Business)] | [added: 4] |

| Item 1A | [removed: |] [Risk [removed: Factors](#tx725716_2) | |] [added: Factors](#Risk_Factors)] | 8 | [removed: |]

| Item 1B | [removed: |] [Unresolved Staff [removed: Comments](#tx725716_3) | | | 15] [added: Comments](#Unresolved_Staff_Comments)] | [added: 14] |

| Item 2 | [removed: | [Properties](#tx725716_4) | | | 15] [added: [Properties](#Properties)] | [added: 14] |

| Item 3 | [removed: |] [Legal [removed: Proceedings](#tx725716_5) | | | 17] [added: Proceedings](#Legal_Proceedings)] | [added: 15] |

| Item 4 | [removed: |] [Mine Safety [removed: Disclosures](#tx725716_6) | | | 17] [added: Disclosures](#Mine_Safety_Disclosures)] | [added: 15] |

| Part II | | | [removed: | | | |]

| Item 5 | [removed: | [Market] [added: Market] for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx725716_7) | | | 17] [added: Securities] | [added: 16] |

| Item 6 | [removed: |] [Selected Financial [removed: Data](#tx725716_7a) | | | 18] [added: Data](#Selected_Financial_Data)] | [added: 17] |

| Item 7 | [removed: |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx725716_8) | | | 19] [added: Operations](#Managements_Discussion_and_Analysis)] | [added: 18] |

| Item 7A | [removed: |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#tx725716_9) | | | 48] [added: Risk](#Quantitative_and_Qualitative_Disclosures)] | [added: 43] |

| Item 8 | [removed: |] [Financial Statements and Supplementary [removed: Data](#tx725716_10) | | | 50] [added: Data](#Financial_Statements_and_Supplementary)] | [added: 45] |

| Item 9 | [removed: |] [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#tx725716_11) | | | 109] [added: Disclosure](#Changes_in_and_Disagreements_With)] | [added: 97] |

| Item 9A | [removed: |] [Controls and [removed: Procedures](#tx725716_12) | | | 109] [added: Procedures](#Controls_and_Procedures)] | [added: 97] |

| Item 9B | [removed: |] [Other [removed: Information](#tx725716_13) | | | 110] [added: Information](#Other_Information)] | [added: 98] |

________________

| | |

| | |

Yes RNo £

Yes RNo £

Yes RNo £

| --- | --- | --- | --- |

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

| [Signatures](#Signatures) | | 103 |

##### [Table of Contents](#toc)

FORM 10-K

| --- | --- |

| | | |

| --- | --- | --- |

| | | | | |

| --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- | --- | --- |

| [Signatures](#tx725716_21) | | | | | 117 | |

| ITEM 2 Properties | |

| --- | --- |

We own our principal executive offices and main research facilities, which are located in the Minneapolis, Minnesota metropolitan area.

We operate numerous manufacturing facilities and maintain many sales and administrative offices, warehouses, and distribution centers around the world.

##### [Table of Contents](#toc)

As of May 26, 2019, we operated 51 facilities for the production of a wide variety of food products.

Of these facilities, 26 are located in the United States (1 of which is leased), 4 in the Greater China region, 2 in the Asia/Middle East/Africa Region (1 of which is leased), 3 in Canada (2 of which are leased), 8 in Europe/Australia, and 8 in Latin America and Mexico.

The following is a list of the locations of our principal production facilities, which primarily support the segment noted:

North America Retail

| • | | Carson, California |

| --- | --- | --- |

| • | | St. Hyacinthe, Canada |

| • | | Covington, Georgia |

| • | | Belvidere, Illinois |

| • | | Geneva, Illinois |

| • | | Cedar Rapids, Iowa |

| • | | Irapuato, Mexico |

| • | | Reed City, Michigan |

| • | | Fridley, Minnesota |

| • | | Hannibal, Missouri |

| • | | Albuquerque, New Mexico |

| • | | Buffalo, New York |

| • | | Cincinnati, Ohio |

| • | | Wellston, Ohio |

| • | | Murfreesboro, Tennessee |

| • | | Milwaukee, Wisconsin |

Convenience Stores & Foodservice

| • | | Chanhassen, Minnesota |

| • | | Joplin, Missouri |

Europe & Australia

| • | | Rooty Hill, Australia |

| • | | Arras, France |

| • | | Labatut, France |

| • | | Le Mans, France |

| • | | Moneteau, France |

| • | | Vienne, France |

| • | | Inofita, Greece |

| • | | San Adrian, Spain |

Asia & Latin America

| • | | Cambara, Brazil |

We own our principal executive offices and main research facilities, which are located in the Minneapolis, Minnesota metropolitan area.

We operate numerous manufacturing facilities and maintain many sales and administrative offices, warehouses, and distribution centers around the world.

As of May 31, 2020, we operated 47 facilities for the production of a wide variety of food products.

Of these facilities, 24 are located in the United States (1 of which is leased), 4 in the Greater China region, 1 in the Asia/Middle East/Africa Region, 2 in Canada (1 of which is leased), 8 in Europe/Australia, and 8 in Latin America and Mexico.

The following is a list of the locations of our principal production facilities, which primarily support the segment noted:

| North America Retail | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| • St. Hyacinthe, Canada | | • Irapuato, Mexico | | • Buffalo, New York |

| • Covington, Georgia | | • Reed City, Michigan | | • Cincinnati, Ohio |

| • Belvidere, Illinois | | • Fridley, Minnesota | | • Wellston, Ohio |

| • Geneva, Illinois | | • Hannibal, Missouri | | • Murfreesboro, Tennessee |

| • Cedar Rapids, Iowa | | • Albuquerque, New Mexico | | • Milwaukee, Wisconsin |

| Convenience Stores & Foodservice | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| • Chanhassen, Minnesota | | • Joplin, Missouri | | |

| Europe & Australia | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| • Rooty Hill, Australia | | • Le Mans, France | | • Inofita, Greece |

| • Arras, France | | • Moneteau, France | | • San Adrian, Spain |

| • Labatut, France | | • Vienne, France | | |

| Asia & Latin America | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| • Cambara, Brazil | | • Recife, Brazil | | • Shanghai, China |

| • Campo Novo do Pareceis, Brazil | | • Ribeirao Claro, Brazil | | • Nashik, India |

| • Nova Prata, Brazil | | • Guangzhou, China | | |

| • Paranavai, Brazil | | • Nanjing, China | | |

| • Pouso Alegre, Brazil | | • Sanhe, China | | |

| Pet | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| • Joplin, Missouri | | • Richmond, Indiana | | |

We operate numerous grain elevators in the United States in support of our domestic manufacturing activities.

We also utilize approximately 15 million square feet of warehouse and distribution space, nearly all of which is leased, that primarily supports our North America Retail segment.

We own and lease a number of dedicated sales and administrative offices around the world, totaling approximately 3 million square feet.

We have additional warehouse, distribution, and office space in our plant locations.

As part of our Häagen-Dazs business in our Europe & Australia and Asia & Latin America segments, we operate 500 (all leased) and franchise 358 branded ice cream parlors in various countries around the world, all outside of the United States and Canada.

Our common stock is listed on the New York Stock Exchange under the symbol “GIS.” On June [removed: 10, 2019,] [added: 15, 2020,] there were approximately [removed: 29,000] [added: 27,000] record holders of our common stock.

The following table sets forth information with respect to shares of our common stock that we purchased during the fiscal quarter ended May 26, 2019:

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 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) | | |

| February 25, 2019- | | | | | | | | | | | | | | | | |

| March 31, 2019 | | | 250 | | | $ | 47.22 | | | | 250 | | | | 39,498,616 | |

| April 1, 2019- | | | | | | | | | | | | | | | | |

| April 28, 2019 | | | 8,032 | | | | 50.99 | | | | 8,032 | | | | 39,490,584 | |

| April 29, 2109- | | | | | | | | | | | | | | | | |

| May 26, 2019 | | | \- | | | | \- | | | | \- | | | | 39,490,584 | |

| Total | | | 8,282 | | | $ | 50.88 | | | | 8,282 | | | | 39,490,584 | |

| (a) | The total number of shares purchased includes shares of common stock withheld for the payment of withholding taxes upon the distribution of deferred option units. |

| --- | --- |

| (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. |

##### [Table of Contents](#toc)

The following table sets forth selected financial data for each of the fiscal years in the five-year period ended May [removed: 26, 2019:][added: 31, 2020:]

| In Millions, Except Per Share [removed: Data, Percentages] [added: Data, Percentages] and Ratios | | [removed: Fiscal Year | | | | | | | | | |] [added: 2020 (a)] | | [added: 2019] | | [added: 2018] | | [added: 2017] | | [added: 2016] |

| Operating data: | | | | | | | | | | | [removed: | | | | | | | | | |]

| Net sales | [removed: |] $ | [removed: 16,865.2] [added: 17,626.6] | [added: $] | [added: 16,865.2] | $ | 15,740.4 | [removed: | |] $ | 15,619.8 | [removed: | |] $ | 16,563.1 | [removed: | | $ | 17,630.3 | |]

| Gross margin [removed: (c)] [added: (b)] (d) | | [removed: | 5,756.8] [added: 6,129.9] | | [added: 5,756.8] | | 5,435.6 | | [removed: | |] 5,567.8 | | [removed: | |] 5,843.3 | [removed: | | | 5,967.8 | |]

| Selling, general, and administrative expenses (d) | | [removed: | 2,935.8] [added: 3,151.6] | | [added: 2,935.8] | | 2,850.1 | | [removed: | |] 2,888.8 | | [removed: | |] 3,141.4 | [removed: | | | 3,389.9 | |]

| Operating profit (d) | | [removed: | 2,515.9] [added: 2,953.9] | | [added: 2,515.9] | | 2,419.9 | | [removed: | |] 2,492.1 | | [removed: | |] 2,719.1 | [removed: | | | 2,071.8 | |]

| Net earnings attributable to General Mills | | [removed: | 1,752.7] [added: 2,181.2] | | [added: 1,752.7] | | 2,131.0 | | [removed: | |] 1,657.5 | | [removed: | |] 1,697.4 | [removed: | | | 1,221.3 | |]

| Advertising and media expense | | [removed: | 601.6] [added: 691.8] | | [added: 601.6] | | 575.9 | | [removed: | |] 623.8 | | [removed: | |] 754.4 | [removed: | | | 823.1 | |]

| Research and development expense | | [removed: | 221.9] [added: 224.4] | | [added: 221.9] | | 219.1 | | [removed: | |] 218.2 | | [removed: | |] 222.1 | [removed: | | | 229.4 | |]

| Average shares outstanding: | | | | | | | | | | | [removed: | | | | | | | | | |]

| Diluted | | [removed: | 605.4] [added: 613.3] | | [added: 605.4] | | 585.7 | | [removed: | |] 598.0 | | [removed: | |] 611.9 | [removed: | | | 618.8 | |]

| Earnings per share: | | | | | | | | | | | [removed: | | | | | | | | | |]

| Diluted | [removed: |] $ | [removed: 2.90] [added: 3.56] | [added: $] | [added: 2.90] | $ | 3.64 | [removed: | |] $ | 2.77 | [removed: | |] $ | 2.77 | [removed: | | $ | 1.97 | |]

| Adjusted diluted [added: (b)] (c) [removed: (e)] | [removed: |] $ | [removed: 3.22] [added: 3.61] | [added: $] | [added: 3.22] | $ | 3.11 | [removed: | |] $ | 3.08 | [removed: | |] $ | 2.92 | [removed: | | $ | 2.86 | |]

| Operating ratios: | | | | | | | | | | | [removed: | | | | | | | | | |]

| Gross margin as a percentage of net sales (d) | | [removed: | 34.1%] [added: 34.8%] | | [added: 34.1%] | | 34.5% | | [removed: | |] 35.6% | | [removed: | |] 35.3% | [removed: | | | 33.8% | |]

| Selling, general, and administrative expenses as a percentage of net sales (d) | | [removed: | 17.4%] [added: 17.9%] | | [added: 17.4%] | | 18.1% | | [removed: | |] 18.5% | | [removed: | |] 19.0% | [removed: | | | 19.2% | |]

| Operating profit as a percentage of net sales (d) | | [removed: | 14.9%] [added: 16.8%] | | [added: 14.9%] | | 15.4% | | [removed: | |] 16.0% | | [removed: | |] 16.4% | [removed: | | | 11.8% | |]

| Adjusted operating profit as a percentage of net sales [added: (b)] (c) (d) [removed: (e)] | | [removed: | 16.9%] [added: 17.3%] | | [added: 16.9%] | | 16.6% | | [removed: | |] 17.6% | | [removed: | |] 16.8% | [removed: | | | 15.7% | |]

| Effective income tax rate | | [removed: | 17.7%] [added: 18.5%] | | [added: 17.7%] | | 2.7% | | [removed: | |] 28.8% | | [removed: | |] 31.4% | [removed: | | | 33.3% | |]

| Balance sheet data: | | | | | | | | | | | [removed: | | | | | | | | | |]

| Land, buildings, and equipment | [removed: |] $ | [removed: 3,787.2] [added: 3,580.6] | [added: $] | [added: 3,787.2] | $ | 4,047.2 | [removed: | |] $ | 3,687.7 | [removed: | |] $ | 3,743.6 | [removed: | | $ | 3,783.3 | |]

| Total assets | | [removed: | 30,111.2] [added: 30,806.7] | | [added: 30,111.2] | | 30,624.0 | | [removed: | |] 21,812.6 | | [removed: | |] 21,712.3 | [removed: | | | 21,832.0 | |]

| Long-term debt, excluding current portion | | [removed: | 11,624.8] [added: 10,929.0] | | [added: 11,624.8] | | 12,668.7 | | [removed: | |] 7,642.9 | | [removed: | |] 7,057.7 | [removed: | | | 7,575.3 | |]

| Total debt [removed: (c) |] [added: (b)] | | [removed: 14,490.0] [added: 13,539.5] | | [added: 14,490.0] | | 15,818.6 | | [removed: | |] 9,481.7 | | [removed: | |] 8,430.9 | [removed: | | | 9,191.5 | |]

| Cash flow data: | | | | | | | | | | | [removed: | | | | | | | | | |]

| Net cash provided by operating activities [removed: (f) |] [added: (e)] | $ | [removed: 2,807.0] [added: 3,676.2] | [added: $] | [added: 2,807.0] | $ | 2,841.0 | [removed: | |] $ | 2,415.2 | [removed: | |] $ | 2,764.2 | [removed: | | $ | 2,648.5 | |]

| Capital expenditures | | [removed: | 537.6] [added: 460.8] | | [added: 537.6] | | 622.7 | | [removed: | |] 684.4 | | [removed: | |] 729.3 | [removed: | | | 712.4 | |]

| Free cash flow [removed: (c) |] [added: (b)] | | [removed: 2,269.4] [added: 3,215.4] | | [added: 2,269.4] | | 2,218.3 | | [removed: | |] 1,730.8 | | [removed: | |] 2,034.9 | [removed: | | | 1,936.1 | |]

| Share data: | | | | | | | | | | | [removed: | | | | | | | | | |]

| Cash dividends per common share | [removed: |] $ | 1.96 | [removed: | |] $ | 1.96 | [added: $] | [added: 1.96] | $ | 1.92 | [removed: | |] $ | 1.78 | [removed: | | $ | 1.67 | |]

[removed: | (a) | In fiscal 2018, we acquired Blue Buffalo.] Please see Note [removed: 3] [added: 2] to the Consolidated Financial Statements in Item 8 of this report. [removed: |]

[removed: | (b) | Fiscal 2015] [added: (a)Fiscal 2020] was a 53-week year; all other fiscal years were 52 weeks. [removed: |]

[removed: | (c) | Please see] [added: (b)See] “Glossary” in Item 8 of this report for definition. [removed: |]

[removed: | (d) | In the first quarter of] [added: (d)In] fiscal 2019, we retrospectively 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. [removed: Please see Note 2 to the Consolidated Financial Statements in Item 8 of this report. |]

[removed: | (e) | Please see] [added: (c)See] “Non-GAAP Measures” in Item 7 of this report for our discussion of this measure not defined by generally accepted accounting principles. [removed: |]

[removed: | (f) | In] [added: (e)In] fiscal 2018, we [removed: retrospectively] adopted new requirements for the accounting and presentation of stock-based payments. [removed: Please see Note 2 to the Consolidated Financial Statements in Item 8 of this report. |]

| | Fiscal Year | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

This resulted in the reclassification of realized windfall tax benefits and employee tax withholdings in our Consolidated Statements of Cash Flows.

Please see Note 2 to the Consolidated Financial Statements in Item 8 of this report.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | 2019 (a) | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 (b) | | | |

| --- | --- |

##### [Table of Contents](#toc)

The Audit Committee also appointed KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal [removed: 2020.][added: 2021.]

[removed: |] Chief Executive [removed: Officer | | Chief] [added: OfficerChief] Financial Officer [removed: | | |]

[removed: Opinions] [added: *Opinions] on the Consolidated Financial Statements and Internal Control Over Financial [removed: Reporting][added: Reporting*]

We have audited the accompanying consolidated balance sheets of General Mills, Inc. and subsidiaries (the “Company”) as of May [removed: 26, 2019] [added: 31, 2020] and May [removed: 27, 2018,] [added: 26, 2019,] the related consolidated statements of earnings, comprehensive income, total equity and redeemable interest, and cash flows for each of the [removed: fiscal] years in the three-year period ended May [removed: 26, 2019,] [added: 31, 2020,] and the related notes and financial statement schedule [added: II] (collectively, the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of May [removed: 26, 2019,] [added: 31, 2020,] based on criteria established in [removed: _Internal] [added: *Internal] Control – Integrated [removed: Framework_ _(2013)_] [added: Framework (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May [removed: 26, 2019] [added: 31, 2020] and May [removed: 27, 2018,] [added: 26, 2019,] and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended May [removed: 26, 2019,] [added: 31, 2020,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May [removed: 26, 2019] [added: 31, 2020] based on criteria established in [removed: _Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)_] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: Basis] [added: *Basis] for [removed: Opinions][added: Opinions*]

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [removed: Item 9a] Management’s Report on Internal Control over Financial Reporting.

[removed: Definition] [added: *Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting*]

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in [added: accordance with generally accepted accounting principles.]

[added: |] Consolidated Statements of Earnings [added: | | | | | | | | |]

[added: |] GENERAL MILLS, INC. AND SUBSIDIARIES [added: | | | | | | | | |]

[added: |] (In Millions, Except per Share Data) [added: | | | | | | | | |]

| | [removed: |] Fiscal Year | | | | | | | | [removed: | | |]

| | [removed: | 2019 | | |] [added: 2020] | [removed: 2018] | | [added: 2019] | | [removed: 2017] | [added: 2018] | |

| Net sales | [removed: |] $ | [removed: 16,865.2 |] [added: 17,626.6] | | $ | [removed: 15,740.4 |] [added: 16,865.2] | | $ | [removed: 15,619.8 |] [added: 15,740.4] |

| Cost of sales | | [removed: | 11,108.4 | | |] [added: 11,496.7] | [removed: 10,304.8] | | [added: 11,108.4] | | [removed: 10,052.0] | [added: 10,304.8] |

| Selling, general, and administrative expenses | | [removed: | 2,935.8 | | |] [added: 3,151.6] | [removed: 2,850.1] | | [added: 2,935.8] | | [removed: 2,888.8] | [added: 2,850.1] |

| Divestitures loss | | [removed: | 30.0 | | |] [added: \-] | [removed: \-] | | [added: 30.0] | | [removed: 6.5] | [added: \-] |

| Restructuring, impairment, and other exit costs | | [removed: | 275.1 | | |] [added: 24.4] | [removed: 165.6] | | [added: 275.1] | | [removed: 180.4] | [added: 165.6] |

| Operating profit | | [removed: | 2,515.9 | | |] [added: 2,953.9] | [removed: 2,419.9] | | [added: 2,515.9] | | [removed: 2,492.1] | [added: 2,419.9] |

| Benefit plan non-service income | | [removed: | (87.9) | | |] [added: (112.8)] | [removed: (89.4)] | | [added: (87.9)] | | [removed: (74.3)] | [added: (89.4)] |

| Interest, net | | [removed: | 521.8 | | |] [added: 466.5] | [removed: 373.7] | | [added: 521.8] | | [removed: 295.1] | [added: 373.7] |

| Earnings before income taxes and after-tax earnings from joint ventures | | [removed: | 2,082.0 | | |] [added: 2,600.2] | [removed: 2,135.6] | | [added: 2,082.0] | | [removed: 2,271.3] | [added: 2,135.6] |

| Income taxes | | [removed: | 367.8 | | |] [added: 480.5] | [removed: 57.3] | | [added: 367.8] | | [removed: 655.2] | [added: 57.3] |

| After-tax earnings from joint ventures | | [removed: | 72.0 | | |] [added: 91.1] | [removed: 84.7] | | [added: 72.0] | | [removed: 85.0] | [added: 84.7] |

| Net earnings, including earnings attributable to redeemable and noncontrolling interests | | [removed: | 1,786.2 | | |] [added: 2,210.8] | [removed: 2,163.0] | | [added: 1,786.2] | | [removed: 1,701.1] | [added: 2,163.0] |

| Net earnings attributable to redeemable and noncontrolling interests | | [removed: | 33.5 | | |] [added: 29.6] | [removed: 32.0] | | [added: 33.5] | | [removed: 43.6] | [added: 32.0] |

| Net earnings attributable to General Mills | [removed: |] $ | [removed: 1,752.7 |] [added: 2,181.2] | | $ | [removed: 2,131.0 |] [added: 1,752.7] | | $ | [removed: 1,657.5 |] [added: 2,131.0] |

| Earnings per share - basic | [removed: |] $ | [removed: 2.92 |] [added: 3.59] | | $ | [removed: 3.69 |] [added: 2.92] | | $ | [removed: 2.82 |] [added: 3.69] |

| Earnings per share - diluted | [removed: |] $ | [removed: 2.90 |] [added: 3.56] | | $ | [removed: 3.64 |] [added: 2.90] | | $ | [removed: 2.77 |] [added: 3.64] |

| Dividends per share | [removed: |] $ | 1.96 | | [removed: |] $ | 1.96 | | [removed: |] $ | [removed: 1.92 |] [added: 1.96] |

[added: |] See accompanying notes to consolidated financial statements. [added: | | | | | | | | |]

[added: |] Consolidated Statements of Comprehensive Income [added: | | | | | | | | |]

[added: |] (In Millions) [added: | | | | | | | | |]

| Net earnings, including earnings attributable to redeemable and noncontrolling interests | [removed: |] $ | [removed: 1,786.2 |] [added: 2,210.8] | | $ | [removed: 2,163.0 |] [added: 1,786.2] | | $ | [removed: 1,701.1 |] [added: 2,163.0] |

| Other comprehensive income (loss), net of tax: | | | | | | | | | [removed: | | | |]

| Foreign currency translation | | [removed: | (82.8) | | |] [added: (169.1)] | [removed: (37.0)] | | [added: (82.8)] | | [removed: 6.3] | [added: (37.0)] |

| Net actuarial (loss) income | | [removed: | (253.4) | | |] [added: (224.6)] | [removed: 140.1] | | [added: (253.4)] | | [removed: 197.9] | [added: 140.1] |

/s/ J. L. Harmening/s/ K. A. Bruce

J. L. HarmeningK.

A.

Bruce

July 2, 2020

*Change in Accounting Principle*

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of May 27, 2019 due to the adoption of Accounting Standards Update 2016-02, *Leases (Topic 842)*, and related amendments.

*Critical Audit Matter*

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

*Evaluation of valuation of goodwill and brands and other indefinite-lived intangible assets*

As discussed in Note 6 to the consolidated financial statements, the goodwill and brand and other indefinite-lived intangibles balances as of May 31, 2020 were $13,923.2 million and $6,561.4 million, respectively.

The impairment tests for these assets, which are performed annually and whenever events or changes in circumstances indicate that impairment may have occurred, require the Company to estimate the fair value of the reporting units to which goodwill is assigned as well as the brand and other indefinite-lived intangible assets.

The fair value estimates are derived from discounted cash flow analyses that require the Company to make judgments about highly subjective matters, including future operating results, including revenue growth rates and operating margins, and an estimate of the discount rates and royalty rates.

We identified the evaluation of valuation of goodwill and brands and other indefinite-lived intangible assets as a critical audit matter.

There was a significant degree of judgment required in evaluating audit evidence, which consists primarily of forward looking assumptions about future operating results, specifically the revenue growth rates, operating margins, royalty rates and subjective inputs used to estimate the discount rates.

The primary procedures we performed to address this critical audit matter included the following.

We evaluated the design and tested the operating effectiveness of internal controls related to the critical audit matter.

This included controls related to the assumptions about future operating results and the discount and royalty rates used to measure the reporting unit and brand and other intangible fair values.

We performed sensitivity analyses over the revenue growth rates, operating margins, brand royalty rates and discount rates to assess the impact of other points within a range of potential assumptions.

We evaluated the revenue growth rates and operating margin assumptions by comparing them to recent financial performance and external market and industry data.

We evaluated whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discount rates and royalty rates by comparing them against rate ranges that were independently developed using publicly available market data for comparable entities.

July 2, 2020

| GENERAL MILLS, INC. AND SUBSIDIARIES | | | | | | | | |

| See accompanying notes to consolidated financial statements. | | | | | | | | |

| --- | --- | --- | --- | --- | --- |

| GENERAL MILLS, INC. AND SUBSIDIARIES | | | | | |

| | | | | | |

| See accompanying notes to consolidated financial statements. | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| GENERAL MILLS, INC. AND SUBSIDIARIES | | | | | | | | | | | | | | |

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

| | Shares | | Amount | | | Shares | | Amount | | | Shares | | Amount | |

| Total equity, beginning balance | | | $ | 7,367.7 | | | | $ | 6,492.4 | | | | $ | 4,685.5 |

| Common stock | 754.6 | | | 75.5 | | 754.6 | | | 75.5 | | 754.6 | | | 75.5 |

| Additional paid-in capital: | | | | | | | | | | | | | | |

| Beginning balance | | | | 1,386.7 | | | | | 1,202.5 | | | | | 1,120.9 |

| Shares issued | | | | \- | | | | | \- | | | | | (39.1) |

| Ending balance | | | | 1,348.6 | | | | | 1,386.7 | | | | | 1,202.5 |

| | | | | |

| --- | --- | --- | --- | --- |

| /s/ J. L. Harmening | | /s/ D. L. Mulligan | | |

| J. L. Harmening | | D. L. Mulligan | | |

June 27, 2019

##### [Table of Contents](#toc)

accordance with generally accepted accounting principles.

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | $.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 29, 2016 | | | 754.6 | | | $ | 75.5 | | | $ | 1,177.0 | | | | (157.8 | ) | | $ | (6,326.6 | ) | | $ | 12,616.5 | | | $ | (2,612.2 | ) | | $ | 376.9 | | | $ | 5,307.1 | | | $ | 845.6 | |

| Total comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 1,657.5 | | | | 367.7 | | | | 13.8 | | | | 2,039.0 | | | | 17.2 | |

| Shares purchased | | | | | | | | | | | | | | | (25.4 | ) | | | (1,651.5 | ) | | | | | | | | | | | | | | | (1,651.5 | ) | | | | |

| Stock compensation plans (includes income tax benefits of $64.1) | | | | | | | | | | | 3.6 | | | | 5.5 | | | | 215.2 | | | | | | | | | | | | | | | | 218.8 | | | | | |

| Earned compensation | | | | | | | | | | | 94.9 | | | | | | | | | | | | | | | | | | | | | | | | 94.9 | | | | | |

| Acquisition of interest in subsidiary | | | | | | | | | | | (0.2 | ) | | | | | | | | | | | | | | | | | | | 0.1 | | | | (0.1 | ) | | | | |

| 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 | |

| Cash dividends declared ($1.96 per share) | | | | | | | | | | | | | | | | | | | | | | | (1,139.7 | ) | | | | | | | | | | | (1,139.7 | ) | | | | |

| Unearned compensation related to stock unit awards | | | | | | | | | | | (58.1 | ) | | | | | | | | | | | | | | | | | | | | | | | (58.1 | ) | | | | |

| 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 | |

| Cash dividends declared ($1.96 per share) | | | | | | | | | | | | | | | | | | | | | | | (1,181.7 | ) | | | | | | | | | | | (1,181.7 | ) | | | | |

| Shares purchased | | | | | | | | | | | | | | | \- | | | | (1.1 | ) | | | | | | | | | | | | | | | (1.1 | ) | | | | |

| Unearned compensation related to stock unit awards | | | | | | | | | | | (71.3 | ) | | | | | | | | | | | | | | | | | | | | | | | (71.3 | ) | | | | |

| Earned compensation | | | | | | | | | | | 82.8 | | | | | | | | | | | | | | | | | | | | | | | | 82.8 | | | | | |

| Decrease in redemption value of redeemable interest | | | | | | | | | | | 269.1 | | | | | | | | | | | | | | | | | | | | | | | | 269.1 | | | | (269.1) | |

| 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 | |

| Exchangeable note | | | \- | | | | \- | | | | 13.0 | |

| Distributions to noncontrolling and redeemable interest holders | | | (38.5) | | | | (51.8) | | | | (61.0) | |

Accordingly, in fiscal 2017, our results included 13 months of results from the affected operations.

The impact of these changes was not material to our consolidated results of operations.

independent of other asset groups.

The significant assumptions

During the second and fourth quarters of fiscal 2019, we adjusted the redeemable interest’s redemption value based on a discounted cash flow model.

Any ineffectiveness is recognized in earnings in the current period.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of May [removed: 26, 2019,] [added: 31, 2020,] 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 1934 Act is (1) recorded, processed, summarized, and reported within the time periods specified in applicable 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.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the 1934 Act) during our fiscal quarter ended May [removed: 26, 2019,] [added: 31, 2020,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of May [removed: 26, 2019.][added: 31, 2020.]

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in [removed: _Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)_.][added: (2013)*.]

Based on our assessment using the criteria set forth by COSO in [removed: _Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)_,] [added: (2013)*,] management concluded that our internal control over financial reporting was effective as of May [removed: 26, 2019.][added: 31, 2020.]

[removed: |] Chief Executive [removed: Officer | | Chief] [added: OfficerChief] Financial Officer [removed: |]

/s/ J. L. Harmening/s/ K. A. Bruce

J. L. HarmeningK.

A.

Bruce

July 2, 2020

##### [Table of Contents](#toc)

| | | |

| --- | --- | --- |

| /s/ J. L. Harmening | | /s/ D. L. Mulligan |

| J. L. Harmening | | D. L. Mulligan |

June 27, 2019

The information contained in the sections entitled “Proposal Number [removed: 1—Election] [added: 1 - Election] of Directors,” “Shareholder Director Nominations,” and [removed: “Section] [added: “Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance”] [added: Reports”] contained in our definitive Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of Shareholders is incorporated herein by reference.

The information regarding our Audit Committee, including the members of the Audit Committee and audit committee financial experts, set forth in the section entitled “Board Committees and Their Functions” contained in our definitive Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of Shareholders is incorporated herein by reference.

[removed: A copy of the Code of Conduct is available on our website at _www.generalmills.com._] We intend to post on our website any amendments to our Code of Conduct and any waivers from our Code of Conduct for principal officers.

A copy of the Code of Conduct is available on our website at www.GeneralMills.com.

##### [Table of Contents](#toc)

The information contained in the sections entitled “Executive Compensation,” “Director Compensation,” and “Overseeing Risk Management” in our definitive Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of Shareholders is incorporated herein by reference.

The information contained in the section entitled “Ownership of General Mills Common Stock by Directors, Officers and Certain Beneficial Owners” in our definitive Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of [removed: Stockholders] [added: Shareholders] is incorporated herein by reference.

[removed: EQUITY COMPENSATION PLAN INFORMATION][added: Equity Compensation Plan Information]

The following table provides certain information as of May [removed: 26, 2019,] [added: 31, 2020,] with respect to our equity compensation plans:

| Plan Category | [removed: |] Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and [removed: Rights (1) | |] [added: Rights (1)] | | Weighted-Average Exercise Price of Outstanding Options, Warrants and [removed: Rights (2)(a) | |] [added: Rights (2) (a)] | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column [removed: (1)) (3) |] [added: (1)) (3)] | |

| Equity compensation plans [added: not] approved by security holders | [removed: | | 30,678,206 | (b) | | $ | 47.12] [added: 115,477] | [added: (c)] | | [added: \-] | [removed: 30,265,462] [added: \-] | [removed: (d)] |

| Equity compensation plans [removed: not] approved by security holders | [removed: | | 123,190 | (c)] [added: 25,632,281] | [added: (b)] | $ | [removed: \- | | |] [added: 51.21] | [removed: \-] [added: 26,444,888] | [added: (d)] |

[removed: | (a) | Only] [added: (a)Only] includes the weighted-average exercise price of outstanding options, whose weighted-average term is [removed: 4.82] [added: 5.53] years. [removed: |]

[removed: | (b) | Includes 23,652,995] [added: (b)Includes 18,164,592] stock options, [removed: 3,692,867] [added: 3,914,054] restricted stock units, [removed: 687,728] [added: 1,114,783] performance share units (assuming pay out for target performance), and [removed: 2,644,616] [added: 2,438,852] restricted stock units that have vested and been deferred. [removed: |]

[removed: | (c) | Includes 123,190 restricted stock units that have vested and been deferred. These awards were made in lieu of salary increases and certain other compensation and benefits.] We granted these awards under our 1998 Employee Stock Plan, which provided for the issuance of stock options, restricted [removed: stock] [added: stock,] and restricted stock units to attract and retain employees and to align their interests with those of shareholders. [removed: We discontinued the 1998 Employee Stock Plan in September 2003, and no future awards may be granted under that plan. |]

[removed: | (d) | Includes] [added: (d)Includes] stock options, restricted stock, restricted stock units, shares of unrestricted stock, stock appreciation rights, and performance awards that we may award under our 2017 Stock Compensation Plan, which had [removed: 30,265,462] [added: 26,444,888] shares available for grant at May [removed: 26, 2019. |][added: 31, 2020.]

| --- | --- | --- | --- | --- | --- | --- |

| Total | 25,747,758 | | $ | 51.21 | 26,444,888 | |

(c)Includes 115,477 restricted stock units that have vested and been deferred.

These awards were made in lieu of salary increases and certain other compensation and benefits.

We discontinued the 1998 Employee Stock Plan in September 2003, and no future awards may be granted under that plan.

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | 30,801,396 | | | $ | 47.12 | | | | 30,265,462 | |

| --- | --- |

The information set forth in the section entitled “Board Independence and Related Person Transactions” contained in our definitive Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of Shareholders is incorporated herein by reference.

The information contained in the section entitled “Independent Registered Public Accounting Firm Fees” in our definitive Proxy Statement for our [removed: 2019] [added: 2020] Annual Meeting of Shareholders is incorporated herein by reference.

##### [Table of Contents](#toc)

[removed: | | 1. | Financial] [added: 1.Financial] Statements: [removed: |]

Consolidated Statements of Earnings for the fiscal years ended May [added: 31, 2020, May] 26, 2019, [removed: May 27, 2018,] and May [removed: 28, 2017.][added: 27, 2018.]

Consolidated Statements of Comprehensive Income for the fiscal years ended May [added: 31, 2020, May] 26, 2019, [removed: May 27, 2018,] and May [removed: 28, 2017.][added: 27, 2018.]

Consolidated Balance Sheets as of May [removed: 26, 2019] [added: 31, 2020] and May [removed: 27, 2018.][added: 26, 2019.]