General Mills (GIS) 10-K risk factor changes: FY2022 vs FY2021

[removed: Our] [added: our] business [removed: is subject to various risks] and [removed: uncertainties.]

[removed: Any of the risks described below could materially, adversely] affect our business, financial condition, and results of operations.

[removed: Business] [added: Business] and Industry [removed: Risks][added: Risks]

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

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

[removed:  Actions we have taken or] may [removed: 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 [removed: to build and sustain]

[removed: We may be unable to maintain our profit] margins in the face of a consolidating retail [removed: environment.][added: environment.]

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

[removed: We do not fully hedge against changes in commodity] prices, and the risk management procedures that we do use may not always work [removed: as we intend.]

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

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

[removed: If we do not succeed in developing innovative products for new and] existing categories, our growth and profitability could be adversely [removed: affected.]

[removed: Our] [added: Our] results may be negatively impacted if consumers do not maintain [removed: their favorable perception of our brands.]

opinions can [removed: be shared.]

[removed: Operating Risks][added: Operating Risks]

[removed: If we are unable to execute those initiatives as planned, we may not realize all or any of the] anticipated benefits, which could adversely affect our business and results of [removed: operations.]

[removed: Disruption] [added: Disruption] of our supply chain could adversely affect our [removed: business.][added: business.]

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

[removed: Our] [added: Our] international operations are subject to political and economic [removed: risks.]

[removed: We are accordingly subject to a number of risks relating to doing business internationally,] any of which could significantly harm our business.

[removed: ] political and economic instability;

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

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

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

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

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

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

[removed: Our] [added: Our] business operations could be disrupted if our information technology [removed: systems fail to perform adequately or are breached.]

[removed: Any interruption of our information technology systems could have operational, reputational, legal, and financial impacts] that may have a material adverse effect on our business.

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

[removed: Legal] [added: Legal] and Regulatory [removed: Risks][added: Risks]

[removed: We may need] to recall some of our products if they become adulterated, [removed: misbranded, or mislabeled.]

[removed: New] [added: New] regulations or regulatory-based claims could adversely [removed: affect our business.]

[removed: We may also be] subject to new laws or regulations restricting our right to advertise our [removed: products, including restrictions on the audience to whom products are marketed.]

[removed: Changes in laws or regulations that impose additional regulatory requirements on us could increase] our cost of doing business or restrict our actions, causing our results of operations [removed: to be adversely affected.]

[removed: Our failure to comply with] environmental laws and regulations could subject us [removed: to lawsuits, administrative penalties, and civil remedies.]

[removed: We are currently party to a variety of] environmental remediation obligations.

[removed: Financial] [added: Financial] and Economic [removed: Risks][added: Risks]

[removed: We also] record our grain inventories at net realizable value.

Our

business

is

subject

to

various

risks

and

uncertainties.

Any

of

the

risks

described

below

could

materially,

adversely

affect

our

business, financial condition, and results of operations.

Global health developments and economic

uncertainty resulting from the

COVID-19 pandemic could materially

and adversely

The public

health crisis

caused by

the COVID-19

pandemic and

the measures

being taken

by governments,

businesses, including

us,

and

the

public

at

large

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

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

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

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

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

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

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

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

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

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

 Changes and volatility in consumer purchasing and consumption patterns may increase demand for our products in one quarter, resulting in decreased consumer demand for our products in subsequent quarters.

 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, 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.

 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.

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

The consumer and pet food categories in which we participate are very competitive.

Our principal competitors in these categories are manufacturers, as well as retailers with their own branded and private label products.

Competitors market and sell their products through brick-and-mortar stores and e-commerce.

All of our principal competitors have substantial financial, marketing, and other resources.

In most product categories, we compete not only with other widely advertised branded products, but also with regional brands and with generic and private label products that are generally sold at lower prices.

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

If our large competitors were to seek an advantage through pricing or promotional changes, we could choose to do the same, which could adversely affect our margins and profitability.

If we did not do the same, our revenues and market share could be adversely affected.

Our market share and revenue growth could also be adversely impacted if we are not successful in introducing innovative products in response to changing consumer demands or by new product introductions of our competitors.

brand equity by offering recognizably superior product quality, we may be unable to maintain premium pricing over generic and private label products.

There has been significant consolidation in the grocery industry, resulting in customers with increased purchasing power.

In addition, large retail customers may seek to use their position to improve their profitability through improved efficiency, lower pricing, increased reliance on their own brand name products, increased emphasis on generic and other economy brands, and increased promotional programs.

If we are unable to use our scale, marketing expertise, product innovation, knowledge of consumers’ needs, and category leadership positions to respond to these demands, our profitability and volume growth could be negatively impacted.

In addition, the loss of any large customer could adversely affect our sales and profits.

In fiscal 2021, Walmart accounted for 20 percent of our consolidated net sales and 29 percent of net sales of our North America Retail segment.

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

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

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

Commodity price changes may result in unexpected increases in raw material, packaging, energy, and transportation costs.

If we are unable to increase productivity to offset these increased costs or increase our prices, we may experience reduced margins and profitability.

We could be adversely affected if consumers in our principal markets lose confidence in the safety and quality of certain of our products or ingredients.

Adverse publicity about these types of concerns, whether or not valid, may discourage consumers from buying our products or cause production and delivery disruptions.

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

Our success depends in part on our ability to anticipate the tastes, eating habits, and purchasing behaviors of consumers and to offer products that appeal to their preferences in channels where they shop.

Consumer preferences and category-level consumption may change from time to time and can be affected by a number of different trends and other factors.

If we fail to anticipate, identify or react to these changes and trends, such as adapting to emerging e-commerce channels, or to introduce new and improved products on a timely basis, we may experience reduced demand for our products, which would in turn cause our revenues and profitability to suffer.

[removed: EXECUTIVE OVERVIEW][added: EXECUTIVE OVERVIEW]

[removed: We are a] global packaged [removed: foods company.]

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

[removed: ] 2 to 3 percent annual growth in organic net sales;

[removed: ] mid-single-digit annual growth in adjusted operating profit;

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

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

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

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

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

[removed: On an organic basis,] [added: Organic] net sales [added: in fiscal 2022] increased [removed: 4] [added: 6] percent [removed: compared to year-ago levels.]

Adjusted [removed: operating profit of $3.2 billion increased 2 percent] [added: Operating Profit Growth] on a [removed: constant-currency basis.][added: Constant-currency Basis]

[removed: Adjusted diluted EPS of $3.79 increased 4 percent on a constant-currency basis (See] [added: See] the [removed: “Non-GAAP Measures”] [added: "Non-GAAP Measures"] section below for [removed: a description of] our use of measures not defined by [removed: generally accepted accounting principles (GAAP)).]

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

Based on these assumptions, our key full-year fiscal [removed: 2022] [added: 2023] targets are [removed: summarized below:]

[removed: ] Free cash flow conversion is expected to be [removed: approximately 95] [added: at least 90] percent of adjusted after-tax [removed: earnings.]

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

Certain terms used throughout this report are defined in a glossary in Item [removed: 8 of this report.]

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

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

[added: of our] Laticínios Carolina business [removed: in Brazil.]

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

[removed: Adjusted diluted earnings per share of $3.79 increased 4 percent on a constant-currency basis (see] [added: See] the “Non-GAAP Measures” section below for a description of our use [removed: of measures not defined by GAAP).]

A summary of our consolidated financial results for fiscal [removed: 2021] [added: 2022] follows:

[removed: | Net] [added: net] sales [removed: | $ | 18,127.0 | | 3 | % | | | | | | |]

[removed: | Operating profit | | 3,144.8 | | 6 | % | | 17.3 | % | | | |][added: operating profit,]

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

[removed: | Diluted] [added: Adjusted diluted] earnings per share [removed: | $ | 3.78 | | 6 | % | | | | | | |][added: (a)]

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

[removed: |] Adjusted operating profit [removed: (a) | | 3,153.2 | | 3 | % | | 17.4 | % | | 2 | % |]

[removed: |] Adjusted diluted earnings per share [removed: (a) | $ | 3.79 | | 5 | % | | | | | 4 | % |]

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

[removed: Consolidated net sales] [added: International net sales] were as follows:

[removed: | | Fiscal 2021 | | | Fiscal 2021] [added: Fiscal 2022] vs. Fiscal [removed: 2020 | | | Fiscal 2020 | |][added: 2021]

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

[removed: |] Contributions from volume growth (a) [removed: | | | | Flat | | | | |]

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

[removed: |] Foreign currency exchange [removed: | | | | 1 | pt | | | |]

[removed: | Note: Table may] not foot due to rounding [removed: | | | | | | | | |]

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

Financial Condition and Results of Operations

We

are

foods company.

We

develop

distinctive

value-added

food

products

and

market

them under

unique

brand

names.

We

work

continuously

to

improve

our

core

products

and

to

create

new

products

that

meet

consumers’

evolving

needs

and

preferences.

In

addition,

we

build

We develop distinctive value-added food products and market them under unique brand names.

We work continuously to improve our core products and to create new products that meet consumers’ evolving needs and preferences.

In addition, we build the equity of our brands over time with strong consumer-directed marketing, innovative new products, and effective merchandising.

We believe our brand-building approach is the key to winning and sustaining leading share positions in markets around the globe.

Our fundamental financial goal is to generate competitively differentiated returns for our shareholders over the long term.

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

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.

We expect that changes in consumer behaviors driven by the COVID-19 pandemic will result in ongoing elevated consumer demand for food at home, relative to pre-pandemic levels.

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

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 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.

Our consolidated net sales for fiscal 2021 rose 3 percent to $18.1 billion.

Operating profit of $3.1 billion increased 6 percent.

Diluted EPS of $3.78 was up 6 percent compared to fiscal 2020 results.

Net cash provided by operations totaled $3.0 billion in fiscal 2021 representing a conversion rate of 127 percent of net earnings, including earnings attributable to redeemable and noncontrolling interests.

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

We returned cash to shareholders through dividends totaling $1.2 billion and share repurchases totaling $301 million, and we reduced total debt outstanding by $928 million.

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

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 the largest factors impacting our performance will be the relative balance of at-home versus away-from-home consumer food demand and the inflationary cost environment, both of which remain uncertain.

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

[removed: VALUE AT RISK][added: value-at-risk (VAR)]

[removed: The models assumed normal] market conditions and used a 95 percent confidence level.

[removed: The calculations do not include the underlying foreign exchange and commodities or equity-related] positions that are offset by these market-risk-sensitive instruments.

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

[removed: |] Foreign currency instruments [removed: | | 25.6 | | 26.7 | | 19.3 |]

[removed: |] Commodity instruments [removed: | | 4.2 | | 4.5 | | 2.6 |]

[removed: |] Equity instruments [removed: | | 2.8 | | 4.3 | | 5.0 |]

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

We

are

exposed

to

market

risk

stemming

from

changes

in

interest

and

foreign

exchange

rates

and

commodity

and

equity

prices.

Changes

in

these

factors

could

cause

fluctuations

in

our

earnings

and

cash

flows.

In

the

normal

course

of

We are exposed to market risk stemming from changes in interest and foreign exchange rates and commodity and equity prices.

Changes in these factors could cause fluctuations in our earnings and cash flows.

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 controls on these activities.

The counterparties in these transactions are generally highly rated institutions.

We establish credit limits for each counterparty.

Our hedging transactions include but are not limited to a variety of derivative financial instruments.

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

The estimates in the table below are intended to measure the maximum potential fair value we could lose in one day from adverse changes in market interest rates, foreign exchange rates, commodity prices, and equity prices under normal market conditions.

A Monte Carlo value-at-risk (VAR) methodology was used to quantify the market risk for our exposures.

The VAR calculation used historical interest and foreign exchange rates, and commodity and equity prices from the past year to estimate the potential volatility and correlation of these rates in the future.

The market data were drawn from the RiskMetrics™ data set.

The calculations are not intended to represent actual losses in fair value that we expect to incur.

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

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

The positions included in the calculations were: debt; investments; interest rate swaps; foreign exchange forwards; commodity swaps, futures, and options; and equity instruments.

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 30, 2021.

| | | | | | | |

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

| In Millions | | May 30, 2021 | | Average During Fiscal 2021 | | May 31, 2020 |

[removed: COMPANY OVERVIEW][added: COMPANY OVERVIEW]

[removed: See Management’s Discussion and Analysis of Financial Condition and Results of Operations] (MD&A) in Item 7 of this report for a description of our segments.

[removed: We offer a variety of food products that provide great] taste, nutrition, convenience, and value for consumers around [removed: the world.]

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

[removed: ] ready-to-eat cereal;

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

[removed: ] yogurt; [added: and]

[removed: ] wholesome natural pet food;

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

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

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

Certain terms used throughout this report are defined in a glossary in Item 8 of [removed: this report.]

[removed: Customers][added: Customers]

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

[removed: No other customer] accounted for [removed: 10] [added: 20] percent [removed: or more] of our consolidated [removed: net sales.]

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

[removed: Competition][added: Competition]

[removed: Internationally, we] compete with both multi-national and local manufacturers, and each [removed: country includes a unique group of competitors.]

[removed: Raw] [added: Raw] materials, ingredients, and [removed: packaging][added: packaging]

[removed: TRADEMARKS] [added: TRADEMARKS] AND [removed: PATENTS][added: PATENTS]

Registrations of trademarks can also generally be renewed indefinitely [removed: for as long as the trademarks are in use.]

[removed: SEASONALITY][added: SEASONALITY]

[removed: In general, demand for our products is] [added: generally] evenly balanced throughout the year.

[removed: QUALITY] [added: QUALITY] AND SAFETY [removed: REGULATION][added: REGULATION]

[removed: Our business is also regulated by] similar agencies outside of the United States.

[removed: ENVIRONMENTAL MATTERS][added: Environmental]

[removed: HUMAN] [added: HUMAN] CAPITAL [removed: MANAGEMENT][added: MANAGEMENT]

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

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

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

[removed: INFORMATION ABOUT] OUR EXECUTIVE [removed: OFFICERS][added: OFFICERS]

The section below provides information regarding our executive officers [removed: as of July 1, 2021.]

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

He was named to his present position in [removed: February 2015.][added: 2017.]

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

[removed: Bruce,] [added: ,] age [removed: 51,] [added: 52,] is Chief Financial [removed: Officer.]

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

[removed: Paul] [added: Paul] J.

[removed: Gallagher*,* age 53, is Chief] Supply Chain Officer.

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

For more than

150 years, General

Mills has been making

food the world

loves.

We

are a leading

global manufacturer and

marketer of

branded consumer

foods with more

than 100 brands

in 100 countries

across six continents.

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 120 countries

worldwide.

We

manage and

review the

financial results

of our

business under

four operating

segments: North

America Retail;

International; Pet;

and

North

America

Foodservice.

See

Management’s

Discussion

and

Analysis

We are a leading global manufacturer and marketer of branded consumer foods sold through retail stores.

We also are a leading supplier of branded and unbranded food products to the North American foodservice and commercial baking industries.

We are also a leading manufacturer and marketer in the wholesome natural pet food category.

We manufacture our products in 13 countries and market them in more than 100 countries.

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 120 countries worldwide.

We manage and review the financial results of our business under five operating segments: North America Retail; Convenience Stores & Foodservice; Europe & Australia; Asia & Latin America; and Pet.

Our Cereal Partners Worldwide (CPW) joint venture with Nestlé S.A. (Nestlé) competes in the ready-to-eat cereal category in markets outside North America, and our Häagen-Dazs Japan, Inc. (HDJ) joint venture competes in the super-premium ice cream category in Japan.

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

The terms “General Mills,” “Company,” “registrant,” “we,” “us,” and “our” mean General Mills, Inc. and all subsidiaries included in the Consolidated Financial Statements in Item 8 of this report unless the context indicates otherwise.

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

We generally sell to these customers through our direct sales force.

For further information on our customer credit and product return practices, please refer to Note 2 to the Consolidated Financial Statements in Item 8 of this report.

During fiscal 2021, Walmart Inc. and its affiliates (Walmart) accounted for 20 percent of our consolidated net sales and 29 percent of net sales of our North America Retail segment.

The packaged and pet food categories are highly competitive, with numerous manufacturers of varying sizes in the United States and throughout the world.

The categories in which we participate also are very competitive.

Our principal competitors in these categories are manufacturers, as well as retailers with their own branded products.

Competitors market and sell their products through brick-and-mortar stores and e-commerce.

All of our principal competitors have substantial financial, marketing, and other resources.

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

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.

In most product categories, we compete not only with other widely advertised, branded products, but also with regional brands and with generic and private label products that are generally sold at lower prices.

The principal raw materials that we use are grains (wheat, oats, and corn), dairy products, sugar, fruits, vegetable oils, meats, nuts, vegetables, and other agricultural products.

We also use substantial quantities of carton board, corrugated, plastic and metal packaging materials, operating supplies, and energy.

Most of these inputs for our domestic and Canadian operations are purchased from suppliers in the United States.

In our other international operations, inputs that are not locally available in adequate supply may be imported from other countries.

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

We have some long-term fixed price contracts, but the majority of our inputs are purchased on the open market.

We believe that we will be able to obtain an adequate supply of needed inputs.

Occasionally and where possible, we make advance purchases of items significant to our business in order to ensure continuity of operations.

Our objective is to procure materials meeting both our quality standards and our production needs at price levels that allow a targeted profit margin.

Since these inputs generally represent the largest variable cost in manufacturing our products, to the extent possible, we often manage the risk associated with adverse price movements for some inputs using a variety of risk management strategies.

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

This operation holds physical inventories that are carried at net realizable value and uses derivatives to manage its net inventory position and minimize its market exposures.

Our products are marketed under a variety of valuable trademarks.

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*, *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*, *Wilderness*, *Yoki*, and *Yoplait*.

We protect these marks as appropriate through registrations in the United States and other jurisdictions.

Depending on the jurisdiction, trademarks are generally valid as long as they are in use or their registrations are properly maintained and they have not been found to have become generic.

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

Our cereal trademarks are licensed to CPW and may be used in association with the *Nestlé* trademark.

Nestlé licenses certain of its trademarks to CPW, including the *Nestlé* and *Uncle Toby’s* trademarks.

[removed: We are the subject of various pending or threatened legal] actions in the ordinary course of our business.

We are the

subject of various pending or threatened legal

All such

matters are subject to

many uncertainties and

outcomes that are not

predictable with assurance.

In our opinion,

there were no

claims or litigation pending

as

of

May

29,

2022,

that

were

reasonably

likely

to

have

material

adverse

effect

on

our

consolidated

financial

position

or

results

of

operations.

See

the information

contained under

the section entitled

“Environmental Matters”

in Item 1

of this report

All such matters are subject to many uncertainties and outcomes that are not predictable with assurance.

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

See the information contained under the section entitled “Environmental Matters” in Item 1 of this report for a discussion of environmental matters in which we are involved.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM]

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

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

Commission file number: [removed: 001-01185]

[removed: GENERAL] [added: GENERAL] MILLS, [removed: INC.][added: INC.]

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

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

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

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

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

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

(Registrant’s telephone number, [removed: including area code)]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) [removed: of the Act:]

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

[removed: |] 1.000% Notes due 2023 [removed: | | | GIS23A | | New York Stock Exchange | |]

[removed: |] 0.450% Notes due 2026 [removed: | | | GIS26 | | New York Stock Exchange | |]

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

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) [removed: of the Act: None]

Indicate by check mark if the registrant is a well-known seasoned [removed: issuer, as defined in Rule 405 of the Securities Act.]

Yes [removed: RNo £]

Indicate by check mark if the registrant is not required to file reports pursuant [removed: to Section 13 or Section 15(d) of the Act.]

Yes [removed: £No R]

Yes [removed: RNo £]

Yes [removed: RNo £]

[removed: See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and] “emerging growth company” in Rule 12b-2 of the Exchange Act.

[removed: (Check one):][added: check]

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

Emerging growth company [removed: £]

Indicate by check mark whether the registrant is a shell company (as defined [removed: in Rule 12b-2 of the Act).]

Yes [removed: £No R]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED [removed: BY REFERENCE]

[removed: Portions of the registrant’s Proxy] Statement for its [removed: 2021] [added: 2022] Annual Meeting of Shareholders are incorporated by reference [removed: into Part III.]

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

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

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

[removed: | Item 1A |] [Risk [removed: Factors](#Risk_Factors) | 9 |][added: Factors](#a1396)]

[removed: |] Item [removed: 2 | [Properties](#Properties) | 15 |][added: 1A]

10-K

ANNUAL REPORT PURSUANT

FOR

THE FISCAL YEAR ENDED

MAY 29, 2022

TRANSITION REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

001-01185

41-0274440

(I.R.S. Employer

Identification No.)

Minneapolis

Minnesota

55426

(Zip Code)

(763)

including area code)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

GIS

New York Stock Exchange

GIS23A

New York Stock Exchange

0.125% Notes due 2025

GIS25A

New York Stock Exchange

GIS26

New York Stock Exchange

GIS27

New York Stock Exchange

of the Act: None

issuer, as defined in Rule 405 of the Securities Act.

No

to Section 13 or Section 15(d) of the Act.

No

Indicate

| --- | --- |

| | |

| Minneapolis, Minnesota | 55426 |

| | |

| | | | | | | |

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

| Title of each class | | | Trading Symbol(s) | | Name of each exchange on which registered | |

| | | | | | | |

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

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

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

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

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

Number of shares of Common Stock outstanding as of June 15, 2021: 607,210,408 (excluding 147,402,920 shares held in the treasury).

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

| Item 1B | [Unresolved Staff Comments](#Unresolved_Staff_Comments) | 14 |

| Item 3 | [Legal Proceedings](#Legal_Proceedings) | 15 |

| Item 4 | [Mine Safety Disclosures](#Mine_Safety_Disclosures) | 15 |

| Part II | | |

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

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

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

| Item 8 | [Financial Statements and Supplementary Data](#Financial_Statements_and_Supplementary) | 43 |

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

| Item 9A | [Controls and Procedures](#Controls_and_Procedures) | 94 |

| Item 9B | [Other Information](#Other_Information) | 94 |

| Part III | | |

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

| Item 11 | [Executive Compensation](#Executive_Compensation) | 94 |

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

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

| Item 14 | [Principal Accounting Fees and Services](#Principal_Accounting_Fees_and_Services) | 95 |

| Part IV | | |

| Item 15 | [Exhibits and Financial Statement Schedules](#Exhibits_and_Financial_Statement) | 96 |

| Item 16 | [Form 10-K Summary](#Form_10K_Summary) | 99 |

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

| | | |

PART I

[Unresolved Staff Comments](#a2400)

Item 2

[Properties](#a2410)

Item 3

[Legal Proceedings](#a2620)

None.

[removed: PART II][added: Part II]

[Mine Safety Disclosures](#a2640)

Item 5

[Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of](#a2647)

[Equity Securities](#a2647)

Item 7

[Management’s Discussion and Analysis of Financial Condition and Results of Operations](#a2802)

Item 7A

[Quantitative and Qualitative Disclosures About Market Risk](#a9341)

Item 8

[Financial Statements and Supplementary Data](#a9586)

None.

[Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#a26879)

Item 9A

[Controls and Procedures](#a26888)

None.

[removed: PART III][added: Part III]

[Other Information](#a27002)

Item 10

[Directors, Executive Officers and Corporate Governance](#a27023)

Item 11

[Executive Compensation](#a27065)

Item 12

[Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#a27017)

Item 13

[Certain Relationships and Related Transactions, and Director Independence](#a27104)

Item 14

[Principal Accounting Fees and Services](#a27119)

Part IV

Item 15

[Exhibits and Financial Statement Schedules](#a27137)

Item 16

[Form 10-K Summary](#a27780)

[Signatures](#a27788)

PART

None.

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

[removed: | North] [added: North] America [removed: Retail | | | | |][added: Retail]

[removed: | • Covington, Georgia | | •] [added: -] Reed City, Michigan [removed: | | • Cincinnati, Ohio |]

[removed: | •] [added: -] Chanhassen, Minnesota [removed: | | • Joplin, Missouri | | |]

[removed: | Europe & Australia | | | | |][added: in Europe/Australia,]

[removed: | •] [added: -] Rooty Hill, Australia [removed: | | • Le Mans, France | | • Inofita, Greece |]

[removed: | • Arras, France | | • Moneteau, France | | •] [added: -] San Adrian, Spain [removed: |]

[removed: | •] [added: -] Labatut, France [removed: | | • Vienne, France | | |]

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

[removed: | •] [added: -] Campo Novo do Pareceis, Brazil [removed: | | • Guangzhou, China | | |]

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

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

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

[removed: | Pet | | | | |][added: Pet]

[removed: | •] [added: -] Joplin, Missouri [removed: | | • Richmond, Indiana | | |]

[removed: We] have additional warehouse, distribution, and office space in [removed: our plant locations.]

We

own

our

principal

executive

offices

and

main research

facilities,

which

are

located

in the

Minneapolis,

Minnesota

metropolitan

area.

We

operate numerous

manufacturing facilities

and maintain many

sales and administrative

offices, warehouses,

and distribution

centers around the world.

As of May 29,

2022, we operated

43 facilities for

the production of

a wide variety

of food products.

Of these facilities,

25 are located

in the United

States (1 of

which is leased),

4 in the

Greater China region,

1 in the

Asia/Middle East/Africa

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

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

As of May 30, 2021, we operated 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 7 in Latin America and Mexico.

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

| | | | | |

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

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

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

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

| Convenience Stores & Foodservice | | | | |

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

| | | | | |

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

| | | | | |

| Asia & Latin America | | | | |

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

| | | | | |

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

| | | | | |

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

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

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

As part of our Häagen-Dazs business in our Europe & Australia and Asia & Latin America segments, we operate 466 (all leased) and franchise 392 branded ice cream parlors in various countries around the world, all outside of the United States and Canada.

The Board did not specify an expiration date for the [removed: authorization.]

Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities

Our common

stock is

listed on

the New

York

Stock Exchange

under the

symbol “GIS.”

On June 15,

2022, there

were approximately

25,000 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 29, 2022:

Period

Total

Number

of Shares

Our common stock is listed on the New York Stock Exchange under the symbol “GIS.” On June 15, 2021, there were approximately 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.

[removed: REPORT] [added: REPORT] OF MANAGEMENT [removed: RESPONSIBILITIES][added: RESPONSIBILITIES]

[removed: The financial information throughout this Annual Report on Form 10-K] [added: K] is consistent with our consolidated financial statements.

[removed: These formally stated and regularly communicated] policies demand highly ethical conduct from all employees.

[removed: The independent registered public] accounting firm, internal auditors, and employees have full and free access to [removed: the Audit Committee at any time.]

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

/s/ J. L. [removed: Harmening/s/ K. A. Bruce][added: Harmening]

[added: /s/ K. A.] Bruce

Chief Executive [removed: OfficerChief Financial] Officer

June [removed: 30,] [added: 24,] 2021

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

[removed: To the Stockholders] and Board of Directors

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

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

[removed: We conducted] our audits in accordance with the [removed: standards of the PCAOB.]

[removed: We believe that our audits provide a reasonable] basis for our opinions.

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

[removed: *Critical] [added: Critical] Audit [removed: Matter*][added: Matter]

[removed: *Valuation] of goodwill and brand intangible [removed: assets*][added: assets]

[removed: /s/] KPMG [removed: LLP]

[removed: We have served] as the Company’s auditor since 1928.

June [removed: 30, 2021]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The

management

of

General

Mills,

Inc.

is

responsible

for

the

fairness

and

accuracy

of

the

consolidated

financial

statements.

The

statements

have

been

prepared

in

accordance

with

accounting

principles

that

are

generally

accepted

in

the

United

States,

using

management’s

best estimates and judgments where

appropriate.

The management of General Mills, Inc. is responsible for the fairness and accuracy of the consolidated financial statements.

The statements have been prepared in accordance with accounting principles that are generally accepted in the United States, using management’s best estimates and judgments where appropriate.

Management has established a system of internal controls that provides reasonable assurance that assets are adequately safeguarded and transactions are recorded accurately in all material respects, in accordance with management’s authorization.

We maintain a strong audit program that independently evaluates the adequacy and effectiveness of internal controls.

Our internal controls provide for appropriate separation of duties and responsibilities, and there are documented policies regarding use of our assets and proper financial reporting.

The Audit Committee of the Board of Directors meets regularly with management, internal auditors, and our independent registered public accounting firm to review internal control, auditing, and financial reporting matters.

The Audit Committee reviewed and approved the Company’s annual financial statements.

The Audit Committee recommended, and the Board of Directors approved, that the consolidated financial statements be included in the Annual Report.

J. L. HarmeningK.

A.

We have audited the accompanying consolidated balance sheets of General Mills, Inc. and subsidiaries (the Company) as of May 30, 2021 and May 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 30, 2021, and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

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

*Change in Accounting Principle*

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

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

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

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

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

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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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

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

As discussed in Note 6 to the consolidated financial statements, the goodwill and brands and other indefinite-lived intangibles balances as of May 30, 2021 were $14,062.4 million and $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 brands and other indefinite-lived intangible assets.

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

We identified the assessment of the valuation of certain goodwill and brand intangible assets as a critical audit matter.

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

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

We evaluated the design and tested the operating effectiveness of internal controls related to the 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 units and brands intangible fair values.

[removed: MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING][added: of our internal control over financial reporting]

[removed: 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 [removed: as of May 30, 2021.]

/s/ J. L. [removed: Harmening/s/ K. A. Bruce][added: Harmening]

[added: /s/ K. A.] Bruce

Chief Executive [removed: OfficerChief Financial] Officer

[removed: Our independent registered public accounting firm’s] attestation report on our internal control over financial reporting is included [removed: in the “Report of Independent Registered Public Accounting Firm” in Item 8 of this report.]

We,

under the

supervision and

with the

participation of

our management,

including our

Chief Executive

Officer and

Chief Financial

Officer,

have

evaluated

the

effectiveness

of

the design

and

operation

of

our

disclosure

controls

and

procedures

(as

defined

in

Rule

13a-15(e) under the 1934 Act).

Based on that evaluation, our Chief Executive

Officer and Chief Financial Officer have concluded

that,

as of May 29,

2022, our disclosure

controls and procedures

were effective

to ensure that information

required to be disclosed

by us in

We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the 1934 Act).

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of May 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 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The management of General Mills, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the 1934 Act.

The Company’s internal control system was designed to provide reasonable assurance to our management and the Board of Directors regarding the preparation and fair presentation of published financial statements.

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 30, 2021.

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

KPMG LLP, our independent registered public accounting firm, has issued a report on the effectiveness of the Company’s internal control over financial reporting.

J. L. HarmeningK.

A.

June 30, 2021

Prevent Inspections

Not applicable.

PART

III

Information regarding our executive officers is set forth in [removed: Item 1 of this report.]

Governance

The

information

contained

in

the

sections

entitled

“Proposal

Number

\-

Election

of

Directors”

and

“Shareholder

Director

Nominations”

contained

in

our

definitive

Proxy

Statement

for

our

2022

Annual

Meeting

of

Shareholders

is

incorporated

herein

by

reference.

Item 1 of this report.

The

information

regarding

The information contained in the sections entitled “Proposal Number 1 - Election of Directors” and “Shareholder Director Nominations” contained in our definitive Proxy Statement for our 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 2021 Annual Meeting of Shareholders is incorporated herein by reference.

We have adopted a Code of Conduct applicable to all employees, including our principal executive officer, principal financial officer, and principal accounting officer.

A copy of the Code of Conduct is available on our website at https://www.generalmills.com.

We intend to post on our website any amendments to our Code of Conduct and any waivers from our Code of Conduct for principal officers.

The

information

contained

in

the

sections

entitled

“Executive

Compensation,”

“Director

Compensation,”

and

“Overseeing

Risk

Management” in our definitive Proxy Statement for our 2022 Annual

Meeting of Shareholders is incorporated herein by reference.

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

[removed: Equity] Compensation Plan [removed: Information]

and Related Stockholder Matters

The

information

contained

in

the

sections

entitled

“Ownership

of

General

Mills

Common

Stock

by

Directors,

Officers

and

Certain

Beneficial Owners”

and “Equity

Information” in

our definitive

Proxy Statement

for our

2022 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 2021 Annual Meeting of Shareholders is incorporated herein by reference.

The following table provides certain information as of May 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 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 approved by security holders | 24,887,956 | (b) | $ | 53.29 | 23,482,523 | (d) |

| Equity compensation plans not approved by security holders | 109,604 | (c) | | \- | \- | |

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

(a) Only includes the weighted-average exercise price of outstanding options, whose weighted-average term is 5.26 years.

(b) Includes 17,397,504 stock options, 3,992,705 restricted stock units, 1,177,652 performance share units (assuming pay out for target performance), and 2,320,095 restricted stock units that have vested and been deferred.

(c) Includes 109,604 restricted stock units that have vested and been deferred.

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

We granted these awards under our 1998 Employee Stock Plan, which provided for the issuance of stock options, restricted stock, and restricted stock units to attract and retain employees and to align their interests with those of shareholders.

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

(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 23,482,523 shares available for grant at May 30, 2021.

and Director Independence

The

information

set forth

in the

section

entitled “Board

Independence

and Related

Person

Transactions”

contained

in our

definitive

Proxy Statement for our 2022 Annual Meeting of Shareholders is incorporated

herein by reference.

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

[removed: PART IV][added: PART]

The

information

contained

in

the

section

entitled

“Independent

Registered

Public

Accounting

Firm

Fees”

in

our

definitive

Proxy

Statement for our 2022 Annual Meeting of Shareholders is incorporated herein

by reference.

IV

The information contained in the section entitled “Independent Registered Public Accounting Firm Fees” in our definitive Proxy Statement for our 2021 Annual Meeting of Shareholders is incorporated herein by reference.

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

Consolidated Statements of Earnings for the fiscal years ended May [removed: 30, 2021, May 31, 2020, and] [added: 29, 2022,] May [removed: 26, 2019.][added: 30,]

[removed: Consolidated Statements of Comprehensive Income for] [added: For] the fiscal years ended May [added: 29, 2022, May] 30, 2021, [removed: May 31, 2020,] and May [removed: 26, 2019.][added: 31, 2020:]

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

Consolidated Statements of Cash Flows for the fiscal years ended May [removed: 30, 2021, May 31, 2020, and May 26, 2019.][added: 29, 2022,]

[removed: 2.Financial] [added: Financial] Statement [removed: Schedule:][added: Schedule:]

[removed: For] [added: 10-K for] the fiscal [removed: years] [added: year] ended May [removed: 30, 2021, May 31, 2020, and May 26, 2019:][added: 28, 2000).]

[removed: II – Valuation] and Qualifying Accounts

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

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

[removed: | [4.3](https://www.sec.gov/Archives/edgar/data/40704/000119312521204830/d184854dex43.htm) | Description of the Company’s registered securities. |][added: [4.3](https://www.sec.gov/Archives/edgar/data/40704/000119312522185257/d313744dex43.htm)]

[removed: | [21.1](https://www.sec.gov/Archives/edgar/data/40704/000119312521204830/d184854dex211.htm) | Subsidiaries of the Company. |][added: [21.1](https://www.sec.gov/Archives/edgar/data/40704/000119312522185257/d313744dex211.htm)]

[removed: | [23.1](https://www.sec.gov/Archives/edgar/data/40704/000119312521204830/d184854dex231.htm) | Consent of Independent Registered Public Accounting Firm. |][added: [23.1](https://www.sec.gov/Archives/edgar/data/40704/000119312522185257/d313744dex231.htm)]

[removed: *Management] [added: Management] contract or compensatory plan or arrangement required [removed: to be filed as an exhibit pursuant to Item 15 of Form 10-K.]

[removed: +Confidential] [added: Confidential] information has been omitted from the exhibit and filed [removed: separately with the SEC pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.]

[removed: Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain instruments defining the rights of holders of our long-term debt are] not filed and, in lieu thereof, we agree to furnish copies to the SEC upon request.

1.

Consolidated

Statements

of

Comprehensive

Income

for

the

fiscal

years

ended

May

29,

2022,

May

30,

2021,

and

May

31,

2020.

Consolidated Balance Sheets as of May 29, 2022 and May 30, 2021.

May 30, 2021, and May 31, 2020.

Consolidated

Statements of

Total

Equity

and Redeemable

Interest for

the fiscal

years ended

May 29,

2022, May

30, 2021,

and May 31, 2020.

PCAOB ID:

2.

II – Valuation

3.

Description

Consolidated Statements of Total Equity and Redeemable Interest for the fiscal years ended May 30, 2021, May 31, 2020, and May 26, 2019.

| --- | --- |

| [3.1](http://www.sec.gov/Archives/edgar/data/40704/000095012309021887/c50391exv3w1.htm) | 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). |

| | |

| [3.2](http://www.sec.gov/Archives/edgar/data/40704/000129993316002153/exhibit1.htm) | 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). |

| | |

| [4.1](http://www.sec.gov/Archives/edgar/data/40704/0000040704-96-000006.txt) | 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)). |

| | |

| [4.2](http://www.sec.gov/Archives/edgar/data/40704/000095012309021887/c50391exv4w2.htm) | 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). |

| | |

| | |

| [10.1](http://www.sec.gov/Archives/edgar/data/40704/000095012310088122/c60384exv10w2.htm)* | 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). |

| | |

| [10.2](http://www.sec.gov/Archives/edgar/data/40704/000095012310088122/c60384exv10w5.htm)* | 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). |

| | |

| [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). |

| [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). |

| [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). |

| | |

| [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). |

| | |

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

| | |

| [10.10](http://www.sec.gov/Archives/edgar/data/40704/000119312521092576/d133391dex101.htm)* | Supplemental Retirement Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). |

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

| | |

| [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). |

| | |

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

| | |

| --- | --- |

| [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). |

| | |

| [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). |

| | |

| [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). |

| | |

| [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). |

| | |

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

[removed: Signatures][added: Signatures]

[removed: Pursuant] to [removed: the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to] be signed on its behalf by the undersigned, thereunto duly authorized.

[removed: By/s/] [added: /s/] Mark A.

[removed: Name:Mark A.][added: Name:]

[removed: Title:Vice] [added: Vice] President, Chief Accounting [removed: Officer]

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

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

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

[removed: |] /s/ Jo Ann Jenkins [removed: Jo Ann Jenkins | Director | June 30, 2021 |]

[removed: |] /s/ Steve Odland [removed: Steve Odland | Director | June 30, 2021 |]

[removed: | General] [added: General] Mills, Inc. and [removed: Subsidiaries | | | | | | |][added: Subsidiaries]

[removed: | Schedule] [added: Schedule] II - Valuation [removed: of Qualifying Accounts | | | | | | |]

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

[removed: | Allowance] [added: Allowance] for doubtful [removed: accounts: | | | | | | |][added: accounts:]

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

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

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

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

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

[removed: | Valuation] allowance for deferred tax [removed: assets: | | | | | | |][added: assets:]

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

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

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

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

[removed: | Reserve] [added: Reserve] for restructuring and other exit [removed: charges: | | | | | | |][added: charges:]

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

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

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

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

[removed: | Reserve] [added: Reserve] for LIFO [removed: valuation: | | | | | | |][added: valuation:]

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

[removed: |] Increase (decrease) [removed: | | 7.4 | | (11.4) | | 0.3 |]

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


Pursuant to

the requirements of

Section 13 or

15(d) of the

Securities Exchange

Act of 1934,

the registrant has

duly caused this

report

Date:

June 29, 2022

By

Mark A.

Title:

Officer

Pursuant to

the requirements

of the

Securities Exchange

Act of

1934, this

report has

been signed

below by

the following

persons on

behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Jeffrey L Harmening

Jeffrey L.

Harmening

and Director

(Principal Executive Officer)

June 29, 2022

/s/ Kofi A.

Bruce

Kofi A.

Date:June 30, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| Signature | Title | Date |

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

| | | |

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| /s/ Kofi A. Bruce Kofi A. Bruce | Chief Financial Officer (Principal Financial Officer) | June 30, 2021 |

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| /s/ David M. Cordani David M. Cordani | Director | June 30, 2021 |

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| /s/ Roger W. Ferguson Jr. Roger W. Ferguson Jr. | Director | June 30, 2021 |

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| /s/ Maria G. Henry Maria G. Henry | Director | June 30, 2021 |

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| /s/ Elizabeth C. Lempres Elizabeth C. Lempres | Director | June 30, 2021 |

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| /s/ Diane L. Neal Diane L. Neal | Director | June 30, 2021 |

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| /s/ Maria A. Sastre Maria A. Sastre | Director | June 30, 2021 |

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| /s/ Eric D. Sprunk Eric D. Sprunk | Director | June 30, 2021 |

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| /s/ Jorge A. Uribe Jorge A. Uribe | Director | June 30, 2021 |

| | | |

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

| | | | | | | |

| In Millions | | 2021 | | 2020 | | 2019 |