General Mills (GIS) 10-K risk factor changes: FY2021 vs FY2020

[removed: We] [added:  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.

[removed: Deteriorating] [added:  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.

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

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

[removed: The] [added:  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, [added: commercial transport,] 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.

[removed: Significant] [added:  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.

[removed: Actions] [added:  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.

[removed: If we are unable to build and sustain] brand equity by offering recognizably superior product quality, we may be unable to maintain premium pricing over generic and private label products.

In fiscal [removed: 2020,] [added: 2021,] Walmart accounted for [removed: 21] [added: 20] percent of our consolidated net sales and [removed: 30] [added: 29] percent of net sales of our North America Retail segment.

Commodity price changes may result in unexpected increases in raw material, packaging, [added: energy,] and [removed: energy] [added: transportation] costs.

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, [added: commercial transport,] 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.

The use of social and digital media by consumers, us, and third parties increases the speed and extent that information or misinformation and [removed: opinions can be shared.]

In fiscal [removed: 2020, 24] [added: 2021, 26] percent of our consolidated net sales were generated outside of the United States.

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

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

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

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

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

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

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

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

Due to regulatory complexities, uncertainties inherent in litigation, and the risk of unidentified contaminants on current and former properties of ours, the potential exists for remediation, liability, indemnification, and [removed: compliance costs to differ from our estimates.]

As of May [removed: 31, 2020,] [added: 30, 2021,] we had total debt, redeemable interests, and noncontrolling interests of [removed: $14.4] [added: $13.5] 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: 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: 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.

As of May [removed: 31, 2020,] [added: 30, 2021,] we had [removed: $20.5] [added: $20.7] billion of goodwill and indefinite-lived intangible assets.

Our [removed: *Pillsbury*] [added: *Progresso*, *Green Giant*,] and [removed: *Progresso*] [added: *EPIC*] brands had experienced declining business performance, and we continue to monitor these businesses.

Business and Industry Risks

If we are unable to build and sustain

opinions can be shared.

Operating Risks

Legal and Regulatory Risks

compliance costs to differ from our estimates.

Financial and Economic Risks

A disruption in the financial markets may have a

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.

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.

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

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.

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 believe our brand-building [removed: strategy] [added: approach] is the key to winning and sustaining leading share positions in markets around the globe.

Our fundamental financial goal is to generate [removed: superior] [added: competitively differentiated] returns for our shareholders over the long term.

Our consolidated net sales for fiscal [removed: 2020] [added: 2021] rose [removed: 5] [added: 3] percent to [removed: $17.6] [added: $18.1] billion.

Operating profit of [removed: $3.0] [added: $3.1] billion increased [removed: 17] [added: 6] percent.

Adjusted operating profit of [removed: $3.0] [added: $3.2] billion increased [removed: 7] [added: 2] percent on a constant-currency basis.

Diluted EPS of [removed: $3.56] [added: $3.78] was up [removed: 23] [added: 6] percent compared to fiscal [removed: 2019] [added: 2020] results.

Adjusted diluted EPS of [removed: $3.61] [added: $3.79] increased [removed: 12] [added: 4] 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: $3.7] [added: $3.0] billion in fiscal [removed: 2020] [added: 2021] representing a conversion rate of [removed: 166] [added: 127] percent of net earnings, including earnings attributable to redeemable and noncontrolling interests.

This cash generation supported capital investments totaling [removed: $461] [added: $531] million, and our resulting free cash flow was [removed: $3.2] [added: $2.4] billion at a conversion rate of [removed: 143] [added: 103] percent of adjusted net earnings, including earnings attributable to redeemable and noncontrolling interests.

We [removed: also] returned cash to shareholders through dividends totaling $1.2 billion and [added: share repurchases totaling $301 million, and we] reduced total debt outstanding by [removed: $1.0 billion.][added: $928 million.]

Our [removed: ratio of] net [removed: debt-to-operating] [added: debt to operating] cash flow [removed: was] [added: ratio increased to 3.7 in fiscal 2021 from] 3.2 in fiscal 2020, [removed: and our][added: primarily driven by a decrease in cash provided by operations.]

[added: Our ratio of] net [added: debt-to-operating cash flow was 3.7 in fiscal 2021, and our net] debt-to-adjusted earnings before net interest, income taxes, depreciation and amortization (net debt-to-adjusted EBITDA) ratio was [removed: 3.2, which was favorable to our fiscal 2020 target of 3.5] [added: 2.9] (See the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).

A detailed review of our fiscal [removed: 2020] [added: 2021] performance compared to fiscal [removed: 2019] [added: 2020] appears below in the section titled “Fiscal [removed: 2020] [added: 2021] Consolidated Results of Operations.” A detailed review of our fiscal [removed: 2019] [added: 2020] performance compared to our fiscal [removed: 2018] [added: 2019] performance is set forth in Part II, Item 7 of our Form 10-K for the fiscal year ended May [removed: 26, 2019] [added: 31, 2020] under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Fiscal [removed: 2019] [added: 2020] Results of Consolidated Operations,” which is incorporated herein by reference.

We expect the largest [removed: factor] [added: factors] impacting our [removed: fiscal 2021] performance will be [added: the] relative balance of at-home versus away-from-home consumer food [removed: demand.][added: demand and the inflationary cost environment, both of which remain uncertain.]

We expect [added: that changes in] consumer [removed: concerns about COVID-19 virus transmission and] [added: behaviors driven by] the [removed: recession to drive] [added: COVID-19 pandemic will result in ongoing] elevated [added: consumer] demand for food at home, relative to pre-pandemic levels.

FISCAL [removed: 2020] [added: 2021] CONSOLIDATED RESULTS OF OPERATIONS

Fiscal [removed: 2020] [added: 2021] had [removed: 53] [added: 52] weeks compared to [removed: 52] [added: 53] weeks in fiscal [removed: 2019.][added: 2020.]

Fiscal 2020 [removed: includes] [added: included] 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 [removed: 2019] [added: 2021] included 12 months of [removed: Pet operating segment] results.

In fiscal [removed: 2020,] [added: 2021,] net sales increased [removed: 5] [added: 3] percent compared to [removed: last year] [added: fiscal 2020] and organic net sales increased 4 percent compared to last year.

[removed: Operating] [added: Adjusted operating] profit margin [removed: of 16.8 percent was up 190] [added: increased 10] basis points [removed: from year-ago levels] [added: to 17.4 percent,] primarily driven by favorable net price realization and mix [removed: in fiscal 2020, impairment charges recorded for certain intangible] and [removed: manufacturing assets in fiscal 2019, and the impact of the 53rd week in fiscal 2020, partially offset by higher] [added: lower] selling, general, and administrative (SG&A) [removed: expenses in fiscal 2020.][added: expenses, partially offset by higher input costs.]

Diluted earnings per share of [removed: $3.56] [added: $3.78] increased [removed: 23] [added: 6] percent compared to fiscal [removed: 2019.][added: 2020.]

Adjusted diluted earnings per share of [removed: $3.61] [added: $3.79] increased [removed: 12] [added: 4] 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: 2020] [added: 2021] follows:

| Fiscal [removed: 2020] [added: 2021] | In millions, except per share | | | Fiscal [removed: 2020] [added: 2021] vs. Fiscal [removed: 2019] [added: 2020] | | | Percent of Net Sales | | | Constant-Currency Growth (a) | |

| Net sales [added: (in millions)] | [removed: $] [added: $] | [removed: 17,626.6] [added: 18,127.0] | | [removed: 5] [added: 3] | % | | [removed: | | |] [added: $] | [added: 17,626.6] |

| Operating profit [added: as reported] | [added: $] | [removed: 2,953.9] [added: 3,144.8] | [added: 17.3] | [removed: 17] [added: %] | [removed: %] [added: $] | [added: 2,953.9] | 16.8 | % | [removed: | | |]

| Net earnings attributable to General Mills | | [removed: 2,181.2] [added: 2,339.8] | | [removed: 24] [added: 7] | % | | | | | | |

| Diluted earnings per [removed: share] [added: share, as reported] | [added: $ | 3.78 |] $ | 3.56 | [removed: | 23] [added: 6] | % | [removed: | | | | | |]

| Adjusted operating profit [removed: (a)] | [added: $] | [removed: 3,058.0] [added: 3,153.2] | [added: 17.4] | [removed: 7] [added: %] | [removed: %] [added: $] | [added: 3,058.0] | 17.3 | % | [removed: | 7 | % |]

| Adjusted diluted earnings per share [removed: (a)] | [removed: $ | 3.61 | | 12 | % |] [added: $] | [added: 3.79] | [added: $] | [added: 3.61] | [removed: 12] [added: 5] | % |

| | Fiscal [removed: 2020] [added: 2021] | | | Fiscal [removed: 2020] [added: 2021] vs. Fiscal [removed: 2019] [added: 2020] | | | Fiscal [removed: 2019] [added: 2020] | |

| Net sales (in millions) | $ | [removed: 17,626.6] [added: 10,995.4] | | [removed: 5] [added: 2] | % | | $ | [removed: 16,865.2] [added: 10,750.5] |

| Contributions from volume growth (a) | [removed: | | |] 4 | pts | [added: 2] | [added: pts] | | [added: |]

| Net price realization and mix | [removed: |] [added: 1] | [added: pt] | [removed: 2] [added: 4] | pts | | | [removed: |]

| Foreign currency exchange | | | | [removed: (1)] [added: 1] | pt | | | |

[removed: The 5 percent increase in] [added: Asia & Latin America] net sales [added: increased 10 percent] in fiscal [removed: 2020 reflects higher] [added: 2021 compared to fiscal 2020, primarily driven by an increase in] contributions from volume growth and favorable net price realization and mix, partially offset by unfavorable foreign currency exchange.

The 53rd week in fiscal 2020 contributed 2 percentage points of net sales [removed: growth,] [added: decline in fiscal 2021,] reflecting 2 percentage points of [removed: growth] [added: decline] from volume.

| Fiscal [removed: 2020] [added: 2021] vs. Fiscal [removed: 2019] [added: 2020] | | |

| Foreign currency exchange | [removed: (1)] [added: 1] | pt |

Our long-term growth objectives are to deliver the following performance on average over time:

 2 to 3 percent annual growth in organic net sales;

 mid-single-digit annual growth in adjusted operating profit;

 mid- to high-single-digit annual growth in adjusted diluted earnings per share (EPS);

 free cash flow conversion of at least 95 percent of adjusted net earnings after tax; and

 cash return to shareholders of 80 to 90 percent of free cash flow, including an attractive dividend yield.

We are executing our Accelerate strategy to drive sustainable, profitable growth and top-tier shareholder returns over the long term.

The strategy focuses on four pillars to create competitive advantages and win: boldly building brands, relentlessly innovating, unleashing our scale, and being a force for good.

We are prioritizing our core markets, global platforms, and local gem brands that have the best prospects for profitable growth and we are committed to reshaping our portfolio with strategic acquisitions and divestitures to further enhance our growth profile.

These changes include more time spent working from home and increased consumer appreciation for cooking and baking.

We plan to capitalize on these opportunities, addressing evolving consumer needs through our leading brands, innovation, and advantaged capabilities to generate profitable growth.

In fiscal 2021, we executed well amid the uncertain environment caused by the pandemic, delivering strong growth in organic net sales, adjusted operating profit, and adjusted diluted EPS.

We achieved each of the three priorities we established at the beginning of the year:

We competed effectively, everywhere we play, highlighted by market share gains across each of our five global platforms: cereal, pet food, ice cream, snack bars, and Mexican food.

Our positive market share performance amid pandemic-driven elevated demand for food at home helped drive organic net sales growth in our North America Retail, Europe & Australia, and Asia & Latin America segments.

Conversely, lower away-from-home food demand stemming from the pandemic resulted in a decline in organic net sales for our Convenience Stores & Foodservice segment.

For our Pet segment, which was largely unaffected by the pandemic, we were able to generate organic net sales growth despite the comparison against an extra month of results in the prior year.

We drove efficiency to fuel investment in our brands and capabilities.

We generated strong levels of Holistic Margin Management (HMM) cost savings and were able to meaningfully increase our investment in brand building activities and in strategic capabilities such as E-commerce, Digital, Data & Analytics, and Strategic Revenue Management.

We reduced our debt leverage and increased our financial flexibility.

As a result of our continued cash discipline, we were able to reduce our debt and generate a reduction in our leverage ratio.

Due to our improved balance sheet position, we were able to resume dividend growth and share repurchase activity during fiscal 2021.

We also announced important transactions during fiscal 2021 intended to reshape our portfolio for growth, in line with our Accelerate strategy.

In March 2021, we announced the proposed sale of our European Yoplait operations to Sodiaal, in exchange for full ownership of the Canadian Yoplait business and a reduced royalty rate for the use of the Yoplait and Liberté brands in the United States and Canada.

The proposed transaction would be anticipated to close by the end of calendar 2021, subject to appropriate labor consultations, regulatory filings, and other customary closing conditions.

In May 2021, we reached a definitive agreement to acquire Tyson Foods’ pet treats business for $1.2 billion in cash.

The acquisition is expected to close in the first quarter of fiscal 2022, subject to regulatory approval and other customary closing conditions.

In fiscal 2022, we expect to continue to compete effectively in a dynamic environment, work aggressively to navigate a turbulent cost environment, and successfully execute our portfolio and organization reshaping actions.

We expect at-home food demand will decline year over year across most of our core markets, though will remain above pre-pandemic levels.

Conversely, we expect away-from-home food demand to continue to recover, though not fully to pre-pandemic levels.

With roughly 85 percent of our net sales representing at-home food occasions, we expect these dynamics to result in lower aggregate consumer demand in our categories in fiscal 2022 compared to fiscal 2021 levels.

Total input cost inflation is expected to be approximately 7 percent of cost of goods sold in fiscal 2022.

We are addressing the inflationary environment with strong HMM cost savings expected to total roughly 4 percent of cost of goods sold and with positive net price realization generated through our Strategic Revenue Management capability.

Based on these assumptions, our key full-year fiscal 2022 targets are summarized below:

 Organic net sales are expected to decline 1 to 3 percent, which is generally in line with the expected level of aggregate category demand in fiscal 2022.

 Constant-currency adjusted operating profit is expected to decline 2 to 4 percent from the base of $3.2 billion reported in fiscal 2021.

 Constant-currency adjusted diluted EPS are expected to range between flat and down 2 percent from the base of $3.79 earned in fiscal 2021.

 Relative to pre-pandemic levels in fiscal 2019, the midpoints of these fiscal 2022 guidance ranges equate to 3-year compound annual growth rates of approximately 2 percent for organic net sales, approximately 2 percent for constant-currency adjusted operating profit, and approximately 5 percent for constant-currency adjusted diluted EPS.

 Free cash flow conversion is expected to be approximately 95 percent of adjusted after-tax earnings.

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

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.

Consequently, our full-year results significantly exceeded our initial annual targets for organic net sales growth, constant-currency growth in adjusted operating profit and adjusted diluted earnings per share (EPS), and free cash flow conversion.

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.

The combination of our continued strong levels of Holistic Margin Management (HMM) savings, volume growth, and positive net price realization and mix offset input cost inflation and increased investments in brand building and capabilities, resulting in significant growth in constant-currency adjusted operating profit and adjusted diluted EPS.

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.

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.

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 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.

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.

The fiscal 2020 increase in net sales growth includes approximately 3 points of net sales growth due to the impact of the COVID-19 pandemic.

| Divestitures | Flat | |

The increase in organic net sales growth includes approximately 3 points of organic net sales growth due to the impact of the COVID-19 pandemic.

The disclosed impacts attributable to the COVID-19 pandemic on net sales and organic net sales were calculated based upon net sales in excess of our expectations prior to the net increase in demand resulting from the COVID-19 pandemic.

The impacts disclosed are approximate and reflect our best estimate of the impact of the COVID-19 pandemic.

In fiscal 2019, we recorded a $53 million charge related to the fair value adjustment of inventory acquired in the Blue Buffalo acquisition.

In fiscal 2020, we recorded $26 million of

restructuring charges in cost of sales compared to $10 million in fiscal 2019.

SG&A expenses increased $216 million to $3,152 million in fiscal 2020 compared to fiscal 2019.

The increase in SG&A expenses primarily reflects increased compensation and benefits expenses and media and advertising expenses, partially offset by lower other consumer-related expenses.

In the normal course of business, we actively manage our exposure to these market risks by entering into various hedging transactions, authorized under established policies that place [removed: clear] controls on these activities.

Further, since the hedging instrument (the derivative) inversely correlates with the underlying exposure, we would expect that any loss or gain in the fair value of [removed: our derivatives would be generally offset by an increase or decrease in the fair value of the underlying exposure.]

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: 31, 2020 and May 26, 2019, and the average fair value impact during the year ended May 31, 2020.][added: 30, 2021.]

| In Millions | | May [removed: 31, 2020] [added: 30, 2021] | | Average [removed: during fiscal 2020] [added: During Fiscal 2021] | | May [removed: 26, 2019] [added: 31, 2020] |

| Interest rate instruments | $ | [removed: 78.8] [added: 37.4] | $ | [removed: 80.3] [added: 64.1] | $ | [removed: 74.4] [added: 78.8] |

| Foreign currency instruments | | [removed: 19.3] [added: 25.6] | | [removed: 15.3] [added: 26.7] | | [removed: 16.8] [added: 19.3] |

| Commodity instruments | | [removed: 2.6] [added: 4.2] | | [removed: 3.0] [added: 4.5] | | [removed: 4.1] [added: 2.6] |

| Equity instruments | | [removed: 5.0] [added: 2.8] | | [removed: 2.9] [added: 4.3] | | [removed: 2.3] [added: 5.0] |

our derivatives would be generally offset by an increase or decrease in the fair value of the underlying exposure.

| | | | | | | |

| | Fair Value Impact | | | | | |

In addition to our consolidated operations, we have 50 percent interests in two strategic joint ventures that manufacture and market food products sold in more than [removed: 130] [added: 120] countries worldwide.

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

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

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

[removed: yogurt;][added:  yogurt;]

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

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

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

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

We use broker and distribution arrangements for certain products and to serve certain types of [removed: customers.][added: customers and certain markets.]

During fiscal [removed: 2020,] [added: 2021,] Walmart Inc. and its affiliates (Walmart) accounted for [removed: 21] [added: 20] percent of our consolidated net sales and [removed: 30] [added: 29] percent of net sales of our North America Retail segment.

[added: 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.

Some of the more important trademarks used in our global operations (set forth in italics in this report) include *Annie’s*, *Betty Crocker*, *Bisquick*, *Blue Buffalo*, *Blue Basics*, *Blue Freedom*, [removed: *Blue Wilderness*,] *Bugles*, *Cascadian* *Farm*, *Cheerios*, *Chex*, *Cinnamon Toast Crunch*, *Cocoa Puffs*, *Cookie Crisp*, *EPIC*, *Fiber One*, *Food Should Taste Good*, *Fruit by the 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 Paso*, *Oui*, *Pillsbury*, *Progresso*, *Raisin Nut Bran*, *Total*, *Totino’s*, *Trix*, *Wanchai Ferry*, *Wheaties*, [added: *Wilderness*,] *Yoki*, and *Yoplait*.

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

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

Yoplait SAS licenses these trademarks to its [removed: franchisees.][added: franchisees, including General Mills in the United States.]

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

In the United States, our activities are subject to regulation by various federal government agencies, including the Food and Drug Administration, Department of Agriculture, Federal Trade Commission, Department of Commerce, [added: Occupational Safety] and [added: Health Administration, and] Environmental Protection Agency, as well as various [removed: state] [added: federal, state,] and local [removed: agencies.][added: agencies relating to the production, packaging, labelling, marketing, storage, distribution, quality, and safety of food and pet products and the health and safety of our employees.]

As of May [removed: 31, 2020,] [added: 30, 2021,] we were involved with two 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 July [removed: 2, 2020:][added: 1, 2021.]

Allendorf, age [removed: 59,] [added: 60,] is General Counsel and Secretary.

Jodi Benson, age [removed: 55,] [added: 56,] 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 [added: the Global Innovation, Technology, and Quality Capabilities Group from April 2017 to July 2018.]

Bruce, age [removed: 50,] [added: 51,] is Chief Financial Officer.

[removed: Church,] [added: Gallagher*,*] age [removed: 54,] [added: 53,] is Chief Supply Chain [removed: and Global Business Solutions] Officer.

He was named Vice President, Supply Chain Operations in 2007, Senior Vice President, Supply Chain in 2008, Executive Vice President, Supply Chain in 2013, [added: Chief Supply Chain] and [added: Global Business Solutions Officer in June 2017, and] to his present position in [removed: June 2017.][added: July 2021.]

Harmening, age [removed: 53,] [added: 54,] is Chairman of the Board and Chief Executive Officer.

[removed: McNabb,] [added: Sean Walker,] age [removed: 44,] [added: 55,] is Group President, [added: Asia & Latin America and] Europe & Australia.

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 [removed: October] 2015.

She [removed: was promoted to] [added: became] President, U.S. Cereal Operating Unit in December [removed: 2016] [added: 2016, Group President, Europe & Australia in January 2020,] and [added: was] named to her present position in [removed: January 2020.][added: July 2021.]

Jaime Montemayor, age [removed: 56,] [added: 57,] 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 [removed: October] 2015, and Senior Vice President and Chief Information Officer, Digital Innovation, Data and Analytics, PepsiCo from [removed: November] 2015 to [removed: July] 2016.

Nudi, age [removed: 50,] [added: 51,] is Group President, North America Retail.

O’Grady, age [removed: 56,] [added: 57,] is Group President, Convenience Stores & [removed: Foodservice and Chief Revenue Development Officer.][added: Foodservice.]

Pallot, age [removed: 47,] [added: 48,] is Vice President, Chief Accounting Officer.

Bethany Quam, age [removed: 49,] [added: 50,] is Group President, Pet.

She was promoted to Vice President, Field Sales, Channels in 2012, Vice [added: President; President, Convenience Stores & Foodservice in 2014, and Senior Vice President; President, Europe & Australia in August 2016, and Group President; Europe & Australia in January 2017.]

He was named Senior Vice President, President Latin America in [removed: 2012 and] [added: 2012,] Senior Vice President, Corporate Strategy in September [removed: 2016.][added: 2016, and Group President, Asia & Latin America in February 2019.]

He was named to his current position in [removed: February 2019.][added: July 2021.]

Jacqueline Williams-Roll, age [removed: 51,] [added: 52,] is Chief Human Resources Officer.

HUMAN CAPITAL MANAGEMENT

Recruiting, developing, engaging, and protecting our workforce is critical to executing our strategy and achieving business success.

As of May 30, 2021, we had approximately 35,000 employees around the globe, with approximately 15,000 in the U.S. and approximately 20,000 located in our markets outside of the U.S. Our workforce is divided between approximately 13,000 employees dedicated to the production of our various products and approximately 22,000 non-production employees.

The efficient production of high-quality products and successful execution of our strategy requires a talented, skilled, and engaged team of employees.

We work to equip our employees with critical skills and expand their contributions over time by providing a range of training and career development opportunities, including hands-on experiences via challenging work assignments and job rotations, coaching and mentoring opportunities, and training programs.

To foster employee engagement and commitment, we follow a robust process to listen to employees, take action, and measure our progress with on-going employee conversations, transparent communications, and employee engagement surveys.

We believe that fostering a culture of inclusion and belonging strengthens our ability to recruit talent and allows all of our employees to thrive and succeed.

We actively cultivate a culture that acknowledges, respects, and values all dimensions of diversity – including gender, race, sexual orientation, ability, backgrounds, and beliefs.

Ensuring diversity of input and perspectives is core to our business strategy, and we are committed to recruiting, retaining, developing, and advancing a workforce that reflects the diversity of the consumers we serve.

This commitment starts with our company leadership where women represent approximately 41 percent of our officer and director population, and approximately 19 percent of our officers and directors are racially or ethnically diverse.

We embed our culture of inclusion and belonging into our day-to-day ways of working through a number of programs to foster discussion, build empathy, and increase understanding.

We are committed to maintaining a safe and secure workplace for our employees.

We set specific safety standards to identify and manage critical risks.

We use global safety management systems and employee training to ensure consistent implementation of safety protocols and accurate measurement and tracking of incidents.

To provide a safe and secure working environment for our employees, we prohibit workplace discrimination, and we do not tolerate abusive conduct or harassment.

Our attention to the health and safety of our workforce extends to the workers and communities in our supply chain.

We believe that respect for human rights is fundamental to our strategy and to our commitment to ethical business conduct.

During the COVID-19 pandemic, we implemented an enterprise-wide response to ensure employee safety.

In our manufacturing facilities, we enacted social distancing protocols, temperature checks, enhanced sanitation, mask use, and other protective equipment and practices.

Our layered protections, combined with robust contact tracing and exclusion protocols, enabled the continued operation of our manufacturing and distribution facilities without significant disruption.

During the pandemic, our office staff shifted primarily to working remotely as dictated by local conditions.

Church, age 55, is Chief Transformation & Enterprise Services Officer.

Paul J.

Mr. Gallagher joined General Mills in April 2019 as Vice President, North America Supply Chain from Diageo plc.

He began his career at Diageo where he spent 25 years serving in a variety of leadership roles in manufacturing, procurement, planning, customer service, and engineering before becoming President, North America Supply from 2013 to March 2019.

McNabb, age 45, is Chief Strategy & Growth Officer.

He was named to his current position in July 2021.

General Mills, Inc. was incorporated in Delaware in 1928.

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.

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

RESEARCH AND DEVELOPMENT

Our research and development resources are focused on new product development, product improvement, process design and improvement, packaging, and exploratory research in new business and technology areas.

Research and development expenditures were $224 million in fiscal 2020 and $222 million in fiscal 2019.

BACKLOG

Orders are generally filled within a few days of receipt and are subject to cancellation at any time prior to shipment.

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.

WORKING CAPITAL

A description of our working capital is included in the Liquidity section of MD&A in Item 7 of this report.

Our product return practices are described in Note 2 to the Consolidated Financial Statements in Item 8 of this report.

EMPLOYEES

As of May 31, 2020, we had approximately 35,000 full- and part-time employees.

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

Ivan Pollard, age 58, is Global Chief Marketing Officer.

Mr. Pollard assumed his current role in July 2017 when he joined General Mills from The Coca-Cola Company.

At Coca-Cola, from 2011 to 2014, Mr. Pollard served as Vice President, Global Connections until he was promoted to Senior Vice President, Strategic Marketing, a role he held until June 2017.

Prior to joining The Coca-Cola Company, Mr. Pollard was a global partner at Naked Communications, a connections planning company.

His prior communications planning experience included work at the BMP, DDP Needham, and Wieden+Kennedy advertising agencies.

President; President, Convenience Stores & Foodservice in 2014, and Senior Vice President; President, Europe & Australia in August 2016, and Group President; Europe & Australia in January 2017.

Sean Walker, age 54, is Group President, Asia & Latin America.

In our opinion, there were no claims or litigation pending as of May [removed: 31, 2020,] [added: 30, 2021,] that were reasonably likely to have a material adverse effect on our consolidated financial position or results of operations.

RANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED May [removed: 31, 2020][added: 30, 2021]

Aggregate market value of Common Stock held by non-affiliates of the registrant, based on the closing price of [removed: $52.69] [added: $60.13] per share as reported on the New York Stock Exchange on November [removed: 24, 2019] [added: 29, 2020] (the last business day of the registrant’s most recently completed second fiscal quarter): [removed: $31,856.1] [added: $36,765.2] million.

Number of shares of Common Stock outstanding as of June 15, [removed: 2020: 609,869,264] [added: 2021: 607,210,408] (excluding [removed: 144,744,064] [added: 147,402,920] shares held in the treasury).

Portions of the registrant’s Proxy Statement for its [removed: 2020] [added: 2021] Annual Meeting of Shareholders are incorporated by reference into Part III.

| Item 1A | [Risk Factors](#Risk_Factors) | [removed: 8] [added: 9] |

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

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

| Item [removed: 6] [added: 8] | [removed: [Selected Financial Data](#Selected_Financial_Data)] [added: [Financial Statements and Supplementary Data](#Financial_Statements_and_Supplementary)] | [removed: 17] [added: 43] |

| Item 7 | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Managements_Discussion_and_Analysis) | [removed: 18] [added: 17] |

| Item 7A | [Quantitative and Qualitative Disclosures About Market Risk](#Quantitative_and_Qualitative_Disclosures) | [removed: 43] [added: 41] |

| Item 9 | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#Changes_in_and_Disagreements_With) | [removed: 97] [added: 94] |

| Item 9A | [Controls and Procedures](#Controls_and_Procedures) | [removed: 97] [added: 94] |

| Item 9B | [Other Information](#Other_Information) | [removed: 98] [added: 94] |

| Item 10 | [Directors, Executive Officers and Corporate Governance](#Directors_Executive_Officers) | [removed: 98] [added: 94] |

| Item 11 | [Executive Compensation](#Executive_Compensation) | [removed: 98] [added: 94] |

| Item 12 | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Security_Ownership_of_Certain_Beneficial) | [removed: 98] [added: 95] |

| Item 13 | [Certain Relationships and Related Transactions, and Director Independence](#Certain_Relationships) | [removed: 99] [added: 95] |

| Item 14 | [Principal Accounting Fees and Services](#Principal_Accounting_Fees_and_Services) | [removed: 99] [added: 95] |

| Item 15 | [Exhibits and Financial Statement Schedules](#Exhibits_and_Financial_Statement) | [removed: 99] [added: 96] |

| Item 16 | [Form 10-K Summary](#Form_10K_Summary) | [removed: 102] [added: 99] |

| [Signatures](#Signatures) | | 100 |

| | | |

| 2.100% Notes due 2020 | | | GIS20 | | New York Stock Exchange | |

| Item 8 | [Financial Statements and Supplementary Data](#Financial_Statements_and_Supplementary) | 45 |

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

As of May [removed: 31, 2020,] [added: 30, 2021,] we operated [removed: 47] [added: 46] 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 [removed: 8] [added: 7] in Latin America and Mexico.

| • Cambara, Brazil | | • Recife, Brazil | | • [removed: Shanghai, China] [added: Nashik, India] |

| • Campo Novo do Pareceis, Brazil | | • [removed: Ribeirao Claro, Brazil] [added: Guangzhou, China] | | [removed: • Nashik, India] |

| • Nova Prata, Brazil | | • [removed: Guangzhou,] [added: Nanjing,] China | | |

| • Paranavai, Brazil | | • [removed: Nanjing,] [added: Sanhe,] China | | |

| • Pouso Alegre, Brazil | | • [removed: Sanhe,] [added: Shanghai,] China | | |

As part of our Häagen-Dazs business in our Europe & Australia and Asia & Latin America segments, we operate [removed: 500] [added: 466] (all leased) and franchise [removed: 358] [added: 392] 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 15, [removed: 2020,] [added: 2021,] there were approximately [removed: 27,000] [added: 26,000] 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 30, 2021:

| 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) |

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

| March 1, 2021 - April 4, 2021 | 2,126,480 | | $ | 58.78 | | 2,126,480 | | 37,290,922 |

| April 5, 2021 - May 2, 2021 | 2,339,540 | | | 61.14 | | 2,339,540 | | 34,951,382 |

| May 3, 2021 - May 30, 2021 | 518,285 | | | 63.21 | | 518,285 | | 34,433,097 |

| Total | 4,984,305 | | $ | 60.35 | | 4,984,305 | | 34,433,097 |

(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.

The Audit Committee also appointed KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal [removed: 2021.][added: 2022.]

We have audited the accompanying consolidated balance sheets of General Mills, Inc. and subsidiaries (the [removed: “Company”)] [added: Company)] as of May [removed: 31, 2020] [added: 30, 2021] and May [removed: 26, 2019,] [added: 31, 2020,] the related consolidated statements of earnings, comprehensive income, total equity and redeemable interest, and cash flows for each of the years in the three-year period ended May [removed: 31, 2020,] [added: 30, 2021,] and the related notes and financial statement schedule II (collectively, the [removed: “consolidated] [added: consolidated] financial [removed: statements”).][added: statements).]

We also have audited the Company’s internal control over financial reporting as of May [removed: 31, 2020,] [added: 30, 2021,] based on criteria established in *Internal Control – Integrated 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: 31, 2020] [added: 30, 2021] and May [removed: 26, 2019,] [added: 31, 2020,] and the results of its operations and its cash flows for each of the [removed: fiscal] years in the three-year period ended May [removed: 31, 2020,] [added: 30, 2021,] 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: 31, 2020] [added: 30, 2021] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in [removed: Note] [added: 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, [removed: *Leases] [added: Leases] (Topic [removed: 842)*,] [added: 842),] and related amendments.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) [removed: (“PCAOB”)] [added: (PCAOB)] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding [removed: prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

[removed: *Evaluation of valuation] [added: *Valuation] of goodwill and [removed: brands and other indefinite-lived] [added: brand] intangible assets*

As discussed in Note 6 to the consolidated financial statements, the goodwill and [removed: brand] [added: brands] and other indefinite-lived intangibles balances as of May [removed: 31, 2020] [added: 30, 2021] were [removed: $13,923.2] [added: $14,062.4] million and [removed: $6,561.4] [added: $6,628.1] 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 [removed: brand] [added: brands] and other indefinite-lived intangible assets.

We identified the [removed: evaluation] [added: assessment] of [added: the] valuation of [added: certain] goodwill and [removed: brands and other indefinite-lived] [added: brand] intangible assets as a critical audit matter.

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

The [added: following are the] primary procedures we performed to address this critical audit [removed: matter included the following.][added: matter.]

We evaluated the design and tested the operating effectiveness of internal controls related to the [removed: critical audit matter.][added: valuation of goodwill and brand intangible assets.]

This included controls related to the assumptions about future operating results and the discount and royalty rates used to measure the reporting [removed: unit and brand] [added: units] and [removed: other] [added: brands] intangible fair values.

[removed: Professionals] [added: We involved professionals] with specialized [removed: skill] [added: skills] and [removed: knowledge were used to assist] [added: knowledge, who assisted] 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.

| | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | |

| Net sales | $ | [removed: 17,626.6] [added: 18,127.0] | | $ | [removed: 16,865.2] [added: 17,626.6] | | $ | [removed: 15,740.4] [added: 16,865.2] |

| Cost of sales | | [removed: 11,496.7] [added: 11,678.7] | | | [removed: 11,108.4] [added: 11,496.7] | | | [removed: 10,304.8] [added: 11,108.4] |

| Selling, general, and administrative expenses | | [removed: 3,151.6] [added: 3,079.6] | | | [removed: 2,935.8] [added: 3,151.6] | | | [removed: 2,850.1] [added: 2,935.8] |

| Divestitures loss | | [removed: \-] [added: 53.5] | | | [removed: 30.0] [added: \-] | | | [removed: \-] [added: 30.0] |

| Restructuring, impairment, and other exit costs | | [removed: 24.4] [added: 170.4] | | | [removed: 275.1] [added: 24.4] | | | [removed: 165.6] [added: 275.1] |

| Operating profit | | [removed: 2,953.9] [added: 3,144.8] | | | [removed: 2,515.9] [added: 2,953.9] | | | [removed: 2,419.9] [added: 2,515.9] |

| Benefit plan non-service income | | [removed: (112.8)] [added: (132.9)] | | | [removed: (87.9)] [added: (112.8)] | | | [removed: (89.4)] [added: (87.9)] |

| Interest, net | | [removed: 466.5] [added: 420.3] | | | [removed: 521.8] [added: 466.5] | | | [removed: 373.7] [added: 521.8] |

| Earnings before income taxes and after-tax earnings from joint ventures | | [removed: 2,600.2] [added: 2,857.4] | | | [removed: 2,082.0] [added: 2,600.2] | | | [removed: 2,135.6] [added: 2,082.0] |

| Income taxes | | [removed: 480.5] [added: 629.1] | | | [removed: 367.8] [added: 480.5] | | | [removed: 57.3] [added: 367.8] |

| After-tax earnings from joint ventures | | [removed: 91.1] [added: 117.7] | | | [removed: 72.0] [added: 91.1] | | | [removed: 84.7] [added: 72.0] |

| Net earnings, including earnings attributable to redeemable and noncontrolling interests | | [removed: 2,210.8] [added: 2,346.0] | | | [removed: 1,786.2] [added: 2,210.8] | | | [removed: 2,163.0] [added: 1,786.2] |

| Net earnings attributable to redeemable and noncontrolling interests | | [removed: 29.6] [added: 6.2] | | | [removed: 33.5] [added: 29.6] | | | [removed: 32.0] [added: 33.5] |

| Net earnings attributable to General Mills | $ | [removed: 2,181.2] [added: 2,339.8] | | $ | [removed: 1,752.7] [added: 2,181.2] | | $ | [removed: 2,131.0] [added: 1,752.7] |

| Earnings per share [removed: -] [added: —] basic | $ | [removed: 3.59] [added: 3.81] | | $ | [removed: 2.92] [added: 3.59] | | $ | [removed: 3.69] [added: 2.92] |

| Earnings per share [removed: -] [added: —] diluted | $ | [removed: 3.56] [added: 3.78] | | $ | [removed: 2.90] [added: 3.56] | | $ | [removed: 3.64] [added: 2.90] |

| Dividends per share | $ | [removed: 1.96] [added: 2.02] | | $ | 1.96 | | $ | 1.96 |

| Net earnings, including earnings attributable to redeemable and noncontrolling interests | $ | [removed: 2,210.8] [added: 2,346.0] | | $ | [removed: 1,786.2] [added: 2,210.8] | | $ | [removed: 2,163.0] [added: 1,786.2] |

| Foreign currency translation | | [removed: (169.1)] [added: 175.1] | | | [removed: (82.8)] [added: (169.1)] | | | [removed: (37.0)] [added: (82.8)] |

| Net actuarial [removed: (loss)] income [added: (loss)] | | [removed: (224.6)] [added: 353.4] | | | [removed: (253.4)] [added: (224.6)] | | | [removed: 140.1] [added: (253.4)] |

| Hedge derivatives | | [removed: 3.2] [added: (20.7)] | | | [removed: 12.1] [added: 3.2] | | | [removed: (50.8)] [added: 12.1] |

| Securities | | \- | | | [removed: (2.0)] [added: \-] | | | [removed: (5.1)] [added: (2.0)] |

June 30, 2021

prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

June 30, 2021

| | | | | | | | | |

| | | | | | | | | |

| | | | | | |

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

| Adoption of current expected credit loss accounting requirements | | | | (5.7) | | | | | \- | | | | | \- |

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

| Divestitures loss | | 53.5 | | | \- | | | 30.0 |

| Debt exchange participation incentive cash payment | | (201.4) | | | \- | | | \- |

Our allowance for doubtful accounts represents our estimate of expected credit losses related to our trade receivables.

We pool our trade receivables based on similar risk characteristics, such as geographic location, business channel, and other account data.

To estimate our allowance for doubtful accounts, we leverage information on historical losses, asset-specific risk characteristics, current conditions, and reasonable and supportable forecasts of future conditions.

Gains or losses on derivative instruments reported in AOCI are

In the first quarter of fiscal 2021, we adopted new accounting requirements related to the measurement of credit losses on financial instruments, including trade receivables.

The new standard and subsequent amendments replace the incurred loss impairment model with a forward-looking expected credit loss model, which will generally result in earlier recognition of credit losses.

Our allowance for doubtful accounts represents our estimate of expected credit losses related to our trade receivables.

We pool our trade receivables based on similar risk characteristics, such as geographic location, business channel, and other account data.

To estimate our allowance for doubtful accounts, we leverage information on historical losses, asset-specific risk characteristics, current conditions, and reasonable and supportable forecasts of future conditions.

Account balances are written off against the allowance when we deem the amount is uncollectible.

We adopted the requirements of the new standard and subsequent amendments using the modified retrospective transition approach, and recorded a decrease to retained earnings of $5.7 million after-tax.

contain leases and carrying forward the historical classification of those leases.

Acquisition and DIVESTITURES

During the fourth quarter of fiscal 2021, we recorded a pre-tax loss of $53.5 million related to the sale of our Laticínios Carolina business in Brazil.

During the fourth quarter of fiscal 2021, we entered into a definitive agreement to acquire Tyson Foods’ pet treats business for $1.2 billion in cash.

We expect to close on the acquisition in the first quarter of fiscal 2022.

We intend to fund the acquisition with cash and short-term debt.

| Global organizational structure and resource alignment | $ | 157.3 |

| Asia & Latin America route-to-market and supply chain optimization | | 13.0 |

| Total | $ | 172.7 |

In fiscal 2021, we approved restructuring actions designed to better align our organizational structure and resources with strategic initiatives.

We expect to incur approximately $170 million to $220 million of restructuring charges related to these global actions, of which approximately $130 million to $180 million will be cash.

These charges are expected to consist primarily of severance and other benefits costs and other charges, including consulting and professional fees, contract termination costs, and fixed asset write-offs.

We recognized $148.8 million of severance and other benefits costs and $8.5 million of other costs in fiscal 2021 related to these actions.

We expect these actions to be completed by the end of fiscal 2023.

In fiscal 2021, we approved restructuring actions to leverage more efficient and effective route-to-market models and to optimize our supply chain in our Asia & Latin America segment.

We expect to incur approximately $17 million of restructuring charges related to these actions, of which approximately $10 million will be cash.

These charges are expected to consist of approximately $9 million of severance and $8 million of other costs, primarily asset write-offs.

We recognized $8.8 million of severance and $4.2 million of other costs in fiscal 2021 related to these actions.

July 2, 2020

| Securities | | \- | | | \- | | | 1.2 |

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

| Reclassification of certain income tax effects | | | | \- | | | | | \- | | | | | 329.4 |

| Shares issued | \- | | | \- | | \- | | | \- | | 22.7 | | | 1,009.0 |

| Reclassification of certain income tax effects | | | | \- | | | | | \- | | | | | (329.4) |

| Acquisition, net of cash acquired | | \- | | | \- | | | (8,035.8) |

| Proceeds from common stock issued | | \- | | | \- | | | 969.9 |

percent interest in Yoplait SAS.

Our allowance for doubtful accounts represents our estimate of probable non-payments and credit losses in our existing receivables, as determined based on a review of past due balances and other specific account data.

Generally,

The adoption of this guidance did not impact our results of operations or financial position.

We performed a review of our lease portfolio, implemented lease accounting software, and developed a centralized business process with corresponding controls.

See Note 7 to the Consolidated Financial Statements for additional information on the impact to our Consolidated Balance Sheet.

million and $89.4 million for fiscal 2019 and fiscal 2018, respectively.

In the third quarter of fiscal 2018, we adopted new accounting requirements that codify Securities and Exchange Commission (SEC) Staff Accounting Bulletin No. 118, as it relates to allowing for recognition of provisional amounts related to the U.S. Tax Cuts and Jobs Act (TCJA) in the event that the accounting is not complete and a reasonable estimate can be made.

Where necessary information is not available, prepared, or analyzed to determine a reasonable estimate, no provisional amount should be recorded.

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

In fiscal 2019, we completed our accounting for the tax effects of the TCJA.

In the third quarter of fiscal 2018, we adopted new accounting requirements that provide the option to reclassify stranded income tax effects resulting from the TCJA from AOCI to retained earnings.

We elected to reclassify the stranded income tax effects of the TCJA of $329.4 million from AOCI to retained earnings.

This reclassification consisted of deferred taxes originally recorded in AOCI that exceeded the newly enacted federal corporate tax rate.

The new accounting requirements allowed for adjustments to reclassification amounts in subsequent periods as a result of changes to the provisional amounts recorded.

In the first quarter of fiscal 2018, we adopted new requirements for the accounting and presentation of stock-based payments.

The adoption of this guidance resulted in the prospective recognition of realized windfall and shortfall tax benefits related to the exercise or vesting of stock-based awards in our Consolidated Statements of Earnings instead of additional paid-in capital within our Consolidated Balance Sheets.

We retrospectively adopted the guidance related to reclassification of realized windfall tax benefits, which resulted in reclassifications of cash provided by financing activities to operating activities in our Consolidated Statements of Cash Flows.

Additionally, we retrospectively adopted the guidance related to reclassification of employee tax withholdings, which resulted in reclassifications of cash used by operating activities to financing activities in our Consolidated Statements of Cash Flows.

Stock-based compensation expense continues to reflect estimated forfeitures.

In the first quarter of fiscal 2018, we adopted new accounting requirements that permit reporting entities to measure a goodwill impairment loss by the amount by which a reporting unit’s carrying value exceeds the reporting unit’s fair value.

Previously, goodwill impairment losses were required to be measured by determining the implied fair value of goodwill.

During the fourth quarter of fiscal 2019, we 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.

In fiscal 2018, we recorded a $96.9 million charge related to the impairment of our *Yoki*, *Mountain High*, and *Immaculate Baking* brand intangible assets in restructuring, impairment, and other exit costs.

Activities we undertake must meet internal rate of return and net present value targets.

In fiscal 2020, we increased the estimate of expected severance charges by $3 million and decreased the estimate of other exit costs related to these actions by $4 million.

We now expect to spend a total of approximately $24 million of cash related to these actions.

The remaining expense to be incurred is approximately $8 million of other exit costs.

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

| Global cost savings initiatives | $ | 49.3 |

| Total | $ | 82.7 |

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

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of May [removed: 31, 2020,] [added: 30, 2021,] 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: 31, 2020,] [added: 30, 2021,] 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: 31, 2020.][added: 30, 2021.]

Based on our assessment using the criteria set forth by COSO in *Internal Control – Integrated Framework (2013)*, management concluded that our internal control over financial reporting was effective as of May [removed: 31, 2020.][added: 30, 2021.]

June 30, 2021

July 2, 2020

The information contained in the sections entitled “Proposal Number 1 - Election of [removed: Directors,”] [added: Directors” and] “Shareholder Director [removed: Nominations,” and “Delinquent Section 16(a) Reports”] [added: Nominations”] contained in our definitive Proxy Statement for our [removed: 2020] [added: 2021] 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: 2020] [added: 2021] Annual Meeting of Shareholders is incorporated herein by reference.

A copy of the Code of Conduct is available on our website at [removed: www.GeneralMills.com.][added: https://www.generalmills.com.]

The information contained in the sections entitled “Executive Compensation,” “Director Compensation,” and “Overseeing Risk Management” in our definitive Proxy Statement for our [removed: 2020] [added: 2021] 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: 2020] [added: 2021] Annual Meeting of Shareholders is incorporated herein by reference.

The following table provides certain information as of May [removed: 31, 2020,] [added: 30, 2021,] with respect to our equity compensation plans:

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

| Equity compensation plans [added: not] approved by security holders | [removed: 25,632,281] [added: 109,604] | [removed: (b)] [added: (c)] | [removed: $] | [removed: 51.21] [added: \-] | [removed: 26,444,888] [added: \-] | [removed: (d)] |

| Equity compensation plans [removed: not] approved by security holders | [removed: 115,477] [added: 24,887,956] | [removed: (c)] [added: (b)] | [added: $] | [removed: \-] [added: 53.29] | [removed: \-] [added: 23,482,523] | [added: (d)] |

[removed: (a)Only] [added: (a) Only] includes the weighted-average exercise price of outstanding options, whose weighted-average term is [removed: 5.53] [added: 5.26] years.

[removed: (b)Includes 18,164,592] [added: (b) Includes 17,397,504] stock options, [removed: 3,914,054] [added: 3,992,705] restricted stock units, [removed: 1,114,783] [added: 1,177,652] performance share units (assuming pay out for target performance), and [removed: 2,438,852] [added: 2,320,095] restricted stock units that have vested and been deferred.

[removed: (c)Includes 115,477] [added: (c) Includes 109,604] restricted stock units that have vested and been deferred.

[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: 26,444,888] [added: 23,482,523] shares available for grant at May [removed: 31, 2020.][added: 30, 2021.]

| Total | 24,997,560 | | $ | 53.29 | 23,482,523 | |

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

The information set forth in the section entitled “Board Independence and Related Person Transactions” contained in our definitive Proxy Statement for our [removed: 2020] [added: 2021] 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: 2020] [added: 2021] Annual Meeting of Shareholders is incorporated herein by reference.

Consolidated Statements of Earnings for the fiscal years ended May [added: 30, 2021, May] 31, 2020, [removed: May 26, 2019,] and May [removed: 27, 2018.][added: 26, 2019.]

Consolidated Statements of Comprehensive Income for the fiscal years ended May [added: 30, 2021, May] 31, 2020, [removed: May 26, 2019,] and May [removed: 27, 2018.][added: 26, 2019.]

Consolidated Balance Sheets as of May [removed: 31, 2020] [added: 30, 2021] and May [removed: 26, 2019.][added: 31, 2020.]

Consolidated Statements of Cash Flows for the fiscal years ended May [added: 30, 2021, May] 31, 2020, [removed: May 26, 2019,] and May [removed: 27, 2018.][added: 26, 2019.]

Consolidated Statements of Total Equity and Redeemable Interest for the fiscal years ended May [added: 30, 2021, May] 31, 2020, [removed: May 26, 2019,] and May [removed: 27, 2018.][added: 26, 2019.]

For the fiscal years ended May [added: 30, 2021, May] 31, 2020, [removed: May 26, 2019,] and May [removed: 27, 2018:][added: 26, 2019:]

[removed: 3.Exhibits:][added: 3.Exhibits:]

| Exhibit No. | [removed: |] Description | [removed: |]

| [3.1](http://www.sec.gov/Archives/edgar/data/40704/000095012309021887/c50391exv3w1.htm) | [removed: |] Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009). | [removed: |]

| [3.2](http://www.sec.gov/Archives/edgar/data/40704/000129993316002153/exhibit1.htm) | [removed: |] By-laws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed March 8, 2016). | [removed: |]

| [4.1](http://www.sec.gov/Archives/edgar/data/40704/0000040704-96-000006.txt) | [removed: |] Indenture, dated as of February 1, 1996, between the Company and U.S. Bank National Association (f/k/a First Trust of Illinois, National Association) (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed February 6, 1996 (File no. 333-00745)). | [removed: |]

| [4.2](http://www.sec.gov/Archives/edgar/data/40704/000095012309021887/c50391exv4w2.htm) | [removed: |] First Supplemental Indenture, dated as of May 18, 2009, between the Company and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.2 to Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009). | [removed: |]

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/40704/000119312520186469/d89717dex43.htm) |] [added: [4.3](https://www.sec.gov/Archives/edgar/data/40704/000119312521204830/d184854dex43.htm)] | Description of the Company’s registered securities. | [removed: |]

| [10.1](http://www.sec.gov/Archives/edgar/data/40704/000095012310088122/c60384exv10w2.htm)* | [removed: |] 2001 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). | [removed: |]

| [10.2](http://www.sec.gov/Archives/edgar/data/40704/000095012310088122/c60384exv10w5.htm)* | [removed: |] 2006 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). | [removed: |]

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/40704/000095012310088122/c60384exv10w6.htm)* |] [added: [10.21](http://www.sec.gov/Archives/edgar/data/40704/000119312517374688/d466309dex102.htm)*] | [removed: 2007] [added: 2017] Stock Compensation Plan (incorporated herein by reference to Exhibit [removed: 10.6] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: August 29, 2010). |] [added: November 26, 2017).] |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/40704/000095012310088122/c60384exv10w7.htm)* [10.5](http://www.sec.gov/Archives/edgar/data/40704/000119312515245476/d947722dex106.htm)* [10.6](http://www.sec.gov/Archives/edgar/data/40704/000119312511347162/d270596dex102.htm)* |] [added: [10.3](http://www.sec.gov/Archives/edgar/data/40704/000095012310088122/c60384exv10w7.htm)* [10.4](http://www.sec.gov/Archives/edgar/data/40704/000119312515245476/d947722dex106.htm)* [10.5](http://www.sec.gov/Archives/edgar/data/40704/000119312511347162/d270596dex102.htm)*] | 2009 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). 2011 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2015). 2011 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2011). | [removed: |]

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/40704/000119312516798939/d310172dex101.htm)* |] [added: [10.6](http://www.sec.gov/Archives/edgar/data/40704/000119312516798939/d310172dex101.htm)*] | 2016 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2016). | [removed: |]

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/40704/000095012310114560/c61873exv10w1.htm)* |] [added: [10.7](http://www.sec.gov/Archives/edgar/data/40704/000095012310114560/c61873exv10w1.htm)*] | Executive Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 28, 2010). | [removed: |]

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/40704/000119312520077160/d802885dex101.htm)* |] [added: [10.8](http://www.sec.gov/Archives/edgar/data/40704/000119312520077160/d802885dex101.htm)*] | Separation Pay and Benefits Program for Officers (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 23, 2020). | [removed: |]

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/40704/000095013709002011/c50087exv10w11.htm)* |] [added: [10.9](http://www.sec.gov/Archives/edgar/data/40704/000119312521092576/d133391dex104.htm)*] | Supplemental Savings Plan (incorporated herein by reference to Exhibit [removed: 10.11] [added: 10.4] to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February [removed: 22, 2009). |] [added: 28, 2021).] |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1011.htm)* |] [added: [10.18](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1019.htm)*] | [removed: Supplemental Retirement Plan (Grandfathered)] [added: Form of Stock Option Agreement] (incorporated herein by reference to Exhibit [removed: 10.11] [added: 10.19] to the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2018). | [removed: |]

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1012.htm)* |] [added: [10.19](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1020.htm)*] | [removed: 2005 Supplemental Retirement Plan] [added: Form of Restricted Stock Unit Agreement] (incorporated herein by reference to Exhibit [removed: 10.12] [added: 10.20] to the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2018). | [removed: |]

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/40704/000095013709002011/c50087exv10w14.htm)* |] [added: [10.12](http://www.sec.gov/Archives/edgar/data/40704/000095013709002011/c50087exv10w14.htm)*] | Deferred Compensation Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009). | [removed: |]

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/40704/000095013709002011/c50087exv10w15.htm)* |] [added: [10.13](http://www.sec.gov/Archives/edgar/data/40704/000119312521092576/d133391dex105.htm)*] | 2005 Deferred Compensation Plan (incorporated herein by reference to Exhibit [removed: 10.15] [added: 10.5] to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February [removed: 22, 2009). |] [added: 28, 2021).] |

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/40704/000089710105001694/gis052984s2_ex10-6.htm)* |] [added: [10.14](http://www.sec.gov/Archives/edgar/data/40704/000089710105001694/gis052984s2_ex10-6.htm)*] | Executive Survivor Income Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 29, 2005). | [removed: |]

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/40704/000119312511347162/d270596dex103.htm)* |] [added: [10.15](http://www.sec.gov/Archives/edgar/data/40704/000119312511347162/d270596dex103.htm)*] | Supplemental Benefits Trust Agreement, amended and restated as of September 26, 1988, between the Company and Norwest Bank Minnesota, N.A. (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2011). | [removed: |]

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/40704/000119312511347162/d270596dex104.htm)* |] [added: [10.16](http://www.sec.gov/Archives/edgar/data/40704/000119312511347162/d270596dex104.htm)*] | Supplemental Benefits Trust Agreement, dated September 26, 1988, between the Company and Norwest Bank Minnesota, N.A. (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2011). | [removed: |]

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1018.htm)* |] [added: [10.17](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1018.htm)*] | Form of Performance Share Unit Award Agreement (incorporated herein by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2018). | [removed: |]

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1019.htm)* |] [added: [10.24](http://www.sec.gov/Archives/edgar/data/40704/000089710100000853/0000897101-00-000853-0008.txt)] | [removed: Form of Stock Option Agreement] [added: Agreements, dated November 29, 1989, by and between the Company and Nestle S.A.] (incorporated herein by reference to Exhibit [removed: 10.19] [added: 10.15] to the Company’s Annual Report on Form 10-K for the fiscal year ended May [removed: 27, 2018). |] [added: 28, 2000).] |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1020.htm)* |] [added: [10.20](http://www.sec.gov/Archives/edgar/data/40704/000119312517374688/d466309dex101.htm)*] | [removed: Form of Restricted Stock Unit Agreement] [added: Deferred Compensation Plan for Non-Employee Directors] (incorporated herein by reference to Exhibit [removed: 10.20] [added: 10.1] to the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the fiscal [removed: year] [added: quarter] ended [removed: May 27, 2018). |] [added: November 26, 2017).] |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/40704/000119312517374688/d466309dex101.htm)* |] [added: [10.10](http://www.sec.gov/Archives/edgar/data/40704/000119312521092576/d133391dex101.htm)*] | [removed: Deferred Compensation] [added: Supplemental Retirement] Plan [removed: for Non-Employee Directors] [added: (Grandfathered)] (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: November 26, 2017). |] [added: February 28, 2021).] |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/40704/000119312517374688/d466309dex102.htm)* |] [added: [10.22](http://www.sec.gov/Archives/edgar/data/40704/000119312521092576/d133391dex102.htm)*] | [removed: 2017 Stock Compensation] [added: Supplemental Retirement] Plan [added: I (Grandfathered)] (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: November 26, 2017). |] [added: February 28, 2021).] |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1023.htm)* |] [added: [10.23](http://www.sec.gov/Archives/edgar/data/40704/000119312521092576/d133391dex106.htm)*] | Supplemental Retirement Plan I [removed: (Grandfathered)] (incorporated herein by reference to Exhibit [removed: 10.23] [added: 10.6] to the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the fiscal [removed: year] [added: quarter] ended [removed: May 27, 2018). |] [added: February 28, 2021).] |

| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1024.htm)* |] [added: [10.11](http://www.sec.gov/Archives/edgar/data/40704/000119312521092576/d133391dex103.htm)*] | [added: 2005] Supplemental Retirement Plan [removed: I] (incorporated herein by reference to Exhibit [removed: 10.24] [added: 10.3] to the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the fiscal [removed: year] [added: quarter] ended [removed: May 27, 2018). |] [added: February 28, 2021).] |

| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/40704/000089710100000853/0000897101-00-000853-0008.txt) |] [added: [10.27](http://www.sec.gov/Archives/edgar/data/40704/000089710100000853/0000897101-00-000853-0002.txt)] | [removed: Agreements, dated November 29, 1989, by and] [added: Addendum No. 3 to the Protocol of Cereal Partners Worldwide, effective as of March 15, 1993,] between the Company and Nestle S.A. (incorporated herein by reference to Exhibit [removed: 10.15] [added: 10.2] to the Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 2000). | [removed: |]

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/40704/000089710101500527/gm012987-ex10_16.txt) |] [added: [10.25](http://www.sec.gov/Archives/edgar/data/40704/000089710101500527/gm012987-ex10_16.txt)] | Protocol of Cereal Partners Worldwide, dated November 21, 1989, and Addendum No. 1 to Protocol, dated February 9, 1990, between the Company and Nestle S.A. (incorporated herein by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2001). | [removed: |]

| [removed: [10.27](http://www.sec.gov/Archives/edgar/data/40704/000089710104001455/gm041570s1_ex10-18.txt) |] [added: [10.26](http://www.sec.gov/Archives/edgar/data/40704/000089710104001455/gm041570s1_ex10-18.txt)] | Addendum No. 2 to the Protocol of Cereal Partners Worldwide, dated March 16, 1993, between the Company and Nestle S.A. (incorporated herein by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 30, 2004). | [removed: |]

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/40704/000089710100000853/0000897101-00-000853-0002.txt) |] [added: [10.28](http://www.sec.gov/Archives/edgar/data/40704/000095012309021887/c50391exv10w26.htm)+] | Addendum No. [removed: 3] [added: 4, effective as August 1, 1998, and Addendum No. 5, effective as April 1, 2000,] to the Protocol of Cereal Partners [removed: Worldwide, effective as of March 15, 1993,] [added: Worldwide] between the Company and Nestle S.A. (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.26] to the Company’s Annual Report on Form 10-K for the fiscal year ended May [removed: 28, 2000). |] [added: 31, 2009).] |

| [removed: [10.29](http://www.sec.gov/Archives/edgar/data/40704/000095012309021887/c50391exv10w26.htm)+ |] [added: [10.29](http://www.sec.gov/Archives/edgar/data/40704/000095012310027743/c57075exv10w1.htm)] | Addendum No. [removed: 4, effective as August 1, 1998, and Addendum No. 5, effective as April 1, 2000,] [added: 10] to the Protocol of Cereal Partners [removed: Worldwide between] [added: Worldwide, effective January 1, 2010, among] the [removed: Company and] [added: Company,] Nestle [added: S.A., and CPW] S.A. (incorporated herein by reference to Exhibit [removed: 10.26] [added: 10.1] to the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the fiscal [removed: year] [added: quarter] ended [removed: May 31, 2009). |] [added: February 28, 2010).] |

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| [10.31](http://www.sec.gov/Archives/edgar/data/40704/000119312512396943/d410800dex101.htm)+ | | Addendum No. 11 to the Protocol of Cereal Partners Worldwide, effective July 17, 2012, among the Company, Nestle S.A., and CPW S.A. (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 26, 2012). | |

| [10.33](http://www.sec.gov/Archives/edgar/data/40704/000129993317000436/exhibit1.htm) | | Extension Agreement, dated April 26, 2017, among the Company, the several financial institutions from time to time party to the agreement, and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 the Company’s Current Report on Form 8-K filed May 1, 2017). | |

| [10.34](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1034.htm) | | Amendment No. 1 to Credit Agreement, dated as of May 31, 2018, among the Company, the several financial institutions from time to time party to the agreement, and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2018). | |

______________

| [removed: Signature] [added: Signature] | [removed: Title] [added: Title] | [removed: Date] [added: Date] |

| /s/ Jeffrey L Harmening Jeffrey L. Harmening | Chairman of the Board, Chief Executive Officer, and Director (Principal Executive Officer) | [removed: July 2, 2020] [added: June 30, 2021] |

| /s/ Kofi A. Bruce Kofi A. Bruce | Chief Financial Officer (Principal Financial Officer) | [removed: July 2, 2020] [added: June 30, 2021] |

| /s/ Mark A. Pallot Mark A. Pallot | Vice President, Chief Accounting Officer (Principal Accounting Officer) | [removed: July 2, 2020] [added: June 30, 2021] |

| /s/ R. Kerry Clark R. Kerry Clark | Director | [removed: July 2, 2020] [added: June 30, 2021] |

| /s/ David M. Cordani David M. Cordani | Director | [removed: July 2, 2020] [added: June 30, 2021] |

| /s/ Roger W. Ferguson Jr. Roger W. Ferguson Jr. | Director | [removed: July 2, 2020] [added: June 30, 2021] |

| /s/ Maria G. Henry Maria G. Henry | Director | [removed: July 2, 2020] [added: June 30, 2021] |

| /s/ Jo Ann Jenkins Jo Ann Jenkins | Director | [removed: July 2, 2020] [added: June 30, 2021] |

| /s/ Elizabeth C. Lempres Elizabeth C. Lempres | Director | [removed: July 2, 2020] [added: June 30, 2021] |

| /s/ Diane L. Neal Diane L. Neal | Director | [removed: July 2, 2020] [added: June 30, 2021] |

| /s/ Steve Odland Steve Odland | Director | [removed: July 2, 2020] [added: June 30, 2021] |

| /s/ Maria A. Sastre Maria A. Sastre | Director | [removed: July 2, 2020] [added: June 30, 2021] |

| /s/ Eric D. Sprunk Eric D. Sprunk | Director | [removed: July 2, 2020] [added: June 30, 2021] |

| /s/ Jorge A. Uribe Jorge A. Uribe | Director | [removed: July 2, 2020] [added: June 30, 2021] |

| In Millions | | [removed: 2020] [added: 2021] | | [removed: 2019] [added: 2020] | | [removed: 2018] [added: 2019] |

| Balance at beginning of year | $ | [removed: 28.8] [added: 33.2] | $ | [removed: 28.4] [added: 28.8] | $ | [removed: 24.3] [added: 28.4] |

| Additions charged to expense | | [removed: 25.9] [added: 25.7] | | [removed: 23.9] [added: 25.9] | | [removed: 26.7] [added: 23.9] |

| Bad debt write-offs | | [removed: (22.9)] [added: (29.9)] | | [removed: (22.7)] [added: (22.9)] | | [removed: (26.9)] [added: (22.7)] |

| Other adjustments and reclassifications | | [removed: 1.4] [added: 7.0] | | [removed: (0.8)] [added: 1.4] | | [removed: 4.3] [added: (0.8)] |

| Balance at end of year | $ | [removed: 33.2] [added: 36.0] | $ | [removed: 28.8] [added: 33.2] | $ | [removed: 28.4] [added: 28.8] |

| Balance at beginning of year | $ | [removed: 213.7] [added: 214.2] | $ | [removed: 176.0] [added: 213.7] | $ | [removed: 231.8] [added: 176.0] |

| Additions charged to expense | | [removed: 4.2] [added: 9.1] | | [removed: (5.2)] [added: 4.2] | | [removed: 2.4] [added: (5.2)] |

| Adjustments due to acquisitions, translation of amounts, and other | | [removed: (3.7)] [added: 5.9] | | [removed: 42.9] [added: (3.7)] | | [removed: (58.2)] [added: 42.9] |

| Balance at end of year | $ | [removed: 214.2] [added: 229.2] | $ | [removed: 213.7] [added: 214.2] | $ | [removed: 176.0] [added: 213.7] |

| Balance at beginning of year | $ | [removed: 36.5] [added: 17.8] | $ | [removed: 66.8] [added: 36.5] | $ | [removed: 85.0] [added: 66.8] |

| Additions charged to expense, including translation amounts | | [removed: (2.5)] [added: 143.9] | | [removed: 11.6] [added: (2.5)] | | [removed: 40.3] [added: 11.6] |

| Net amounts utilized for restructuring activities | | [removed: (16.2)] [added: (12.9)] | | [removed: (41.9)] [added: (16.2)] | | [removed: (58.5)] [added: (41.9)] |

| Balance at end of year | $ | [removed: 17.8] [added: 148.8] | $ | [removed: 36.5] [added: 17.8] | $ | [removed: 66.8] [added: 36.5] |

| Balance at beginning of year | $ | [removed: 213.5] [added: 202.1] | $ | [removed: 213.2] [added: 213.5] | $ | [removed: 209.1] [added: 213.2] |

| [removed: (Decrease) increase] [added: Increase (decrease)] | | [removed: (11.4)] [added: 7.4] | | [removed: 0.3] [added: (11.4)] | | [removed: 4.1] [added: 0.3] |

| Balance at end of year | $ | [removed: 202.1] [added: 209.5] | $ | [removed: 213.5] [added: 202.1] | $ | [removed: 213.2] [added: 213.5] |

Date:June 30, 2021

Date:July 2, 2020

| | | |

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

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

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

| In Millions, Except Per Share Data, Percentages and Ratios | | 2020 (a) | | 2019 | | 2018 | | 2017 | | 2016 |

| Operating data: | | | | | | | | | | |

| Net sales | $ | 17,626.6 | $ | 16,865.2 | $ | 15,740.4 | $ | 15,619.8 | $ | 16,563.1 |

| Gross margin (b) (d) | | 6,129.9 | | 5,756.8 | | 5,435.6 | | 5,567.8 | | 5,843.3 |

| Selling, general, and administrative expenses (d) | | 3,151.6 | | 2,935.8 | | 2,850.1 | | 2,888.8 | | 3,141.4 |

| Operating profit (d) | | 2,953.9 | | 2,515.9 | | 2,419.9 | | 2,492.1 | | 2,719.1 |

| Net earnings attributable to General Mills | | 2,181.2 | | 1,752.7 | | 2,131.0 | | 1,657.5 | | 1,697.4 |

| Advertising and media expense | | 691.8 | | 601.6 | | 575.9 | | 623.8 | | 754.4 |

| Research and development expense | | 224.4 | | 221.9 | | 219.1 | | 218.2 | | 222.1 |

| Average shares outstanding: | | | | | | | | | | |

| Diluted | | 613.3 | | 605.4 | | 585.7 | | 598.0 | | 611.9 |

| Earnings per share: | | | | | | | | | | |

| Diluted | $ | 3.56 | $ | 2.90 | $ | 3.64 | $ | 2.77 | $ | 2.77 |

| Adjusted diluted (b) (c) | $ | 3.61 | $ | 3.22 | $ | 3.11 | $ | 3.08 | $ | 2.92 |

| Operating ratios: | | | | | | | | | | |

| Gross margin as a percentage of net sales (d) | | 34.8% | | 34.1% | | 34.5% | | 35.6% | | 35.3% |

| Selling, general, and administrative expenses as a percentage of net sales (d) | | 17.9% | | 17.4% | | 18.1% | | 18.5% | | 19.0% |

| Operating profit as a percentage of net sales (d) | | 16.8% | | 14.9% | | 15.4% | | 16.0% | | 16.4% |

| Adjusted operating profit as a percentage of net sales (b) (c) (d) | | 17.3% | | 16.9% | | 16.6% | | 17.6% | | 16.8% |

| Effective income tax rate | | 18.5% | | 17.7% | | 2.7% | | 28.8% | | 31.4% |

| Balance sheet data: | | | | | | | | | | |

| Land, buildings, and equipment | $ | 3,580.6 | $ | 3,787.2 | $ | 4,047.2 | $ | 3,687.7 | $ | 3,743.6 |

| Total assets | | 30,806.7 | | 30,111.2 | | 30,624.0 | | 21,812.6 | | 21,712.3 |

| Long-term debt, excluding current portion | | 10,929.0 | | 11,624.8 | | 12,668.7 | | 7,642.9 | | 7,057.7 |

| Total debt (b) | | 13,539.5 | | 14,490.0 | | 15,818.6 | | 9,481.7 | | 8,430.9 |

| Cash flow data: | | | | | | | | | | |

| Net cash provided by operating activities (e) | $ | 3,676.2 | $ | 2,807.0 | $ | 2,841.0 | $ | 2,415.2 | $ | 2,764.2 |

| Capital expenditures | | 460.8 | | 537.6 | | 622.7 | | 684.4 | | 729.3 |

| Free cash flow (b) | | 3,215.4 | | 2,269.4 | | 2,218.3 | | 1,730.8 | | 2,034.9 |

| Share data: | | | | | | | | | | |

| Cash dividends per common share | $ | 1.96 | $ | 1.96 | $ | 1.96 | $ | 1.92 | $ | 1.78 |

(a)Fiscal 2020 was a 53-week year; all other fiscal years were 52 weeks.

(b)See “Glossary” in Item 8 of this report for definition.

(c)See “Non-GAAP Measures” in Item 7 of this report for our discussion of this measure not defined by generally accepted accounting principles.

(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.

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

(e)In fiscal 2018, we adopted new requirements for the accounting and presentation of stock-based payments.