General Mills (GIS) 10-K risk factor changes: FY2024 vs FY2023

[removed: the][added: The value]

accounted for [removed: 21][added: 22]

[removed: 28] [added: 30] percent

timely basis, we [added: may]

[removed: may] experience reduced [added: demand]

[removed: demand] for our products, [added: which]

[removed: which] would in turn [added: cause]

[removed: cause] our revenues and [added: profitability]

[removed: profitability] to suffer.

[added: existing categories,] our growth and profitability could be adversely [removed: affected.]

[removed: value] of our

could adversely [added: affect]

[removed: affect our][added: Our]

no or limited prior experience, failure to achieve anticipated [removed: synergies,]

[added: to] comply

we fail [removed: to]

[removed: ,] and

Uncle [removed: Toby’s]

Financial Statements in [removed: Item]

In fiscal 2024,

affected.

our ability to

supply products to

2024, 19

synergies,

26,

2024,

$13.2

26, 2024,

Nudges

Toby’s

True

Chews

brands

had

risk

of

decreasing

coverage

and

we

continue

to

monitor

these

businesses.

Item 8 of

In fiscal 2023,

existing categories,

ability to supply

products to our

2023, 19

28,

2023,

$12.0

28, 2023,

EPIC

brands had risk of decreasing coverage and we continue to monitor these businesses.

8 of

are [added: in]

[added: ,] and

market [added: share]

improve [added: over]

that [added: is]

[added: 4 to] the

[added: together] with

[removed: products,][added: products]

share [added: of]

[removed: growth,][added: growth]

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

[removed: (EPS);][added: EPS of]

are [removed: executing][added: in]

[added: executing] our Accelerate

strategy [removed: to]

[added: sustainable,] profitable growth

[removed: and] top-tier

shareholder [removed: returns]

[added: on] our [removed: scale,]

[removed: force] for

are [removed: prioritizing][added: in]

[removed: our] core

markets, [removed: global]

local [removed: gem]

[removed: divestitures to further enhance] our growth profile.

[added: a] continued [added: uncertain]

[added: Adjusted] operating

[removed: environment][added: environment, which]

[added: operating] performance.

[added: an] organic

[removed: sales,][added: sales]

[removed: adjusted][added: Adjusted operating]

[removed: profit,][added: profit of]

[removed: diluted][added: Diluted EPS]

EPS [added: is]

[added: Our] initial

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

[added: competing] effectively,

including [added: generating]

[added: of] holding

purpose to make

food the world

loves, we are

long

term.

scale,

standing

prioritizing

gem

portfolio with strategic acquisitions and divestitures to further enhance

challenging

category

backdrop

initially

expected.

pivoted our plans and enhanced our

efficiency to generate adjusted operating

profit and adjusted diluted EPS that

were in line with our

ranges, even

in a

slower-than-anticipated

delivered mixed

performance against

priority of

we did

priority

hindered

uncertain

macroeconomic

resulted in

greater-than-expected value

\-seeking behaviors

by consumers.

declined

volume growth,

our supply

industry-leading

(HMM)

savings

new

addition,

time

strong

marketing,

approach

drive sustainable,

four

being a

portfolio

dynamic

deliver

ahead

targets.

compete

priority businesses for

the fifth consecutive

dynamic in cereal

assessing

platform

generated

each

segments, fueled by

compelling brand building

and innovation across our

with strong levels of

invest

media

advertising

double-digit

digital

technology

capability,

growth capacity.

closing

on one

two divestitures

that further

growth over the long term.

rose

and equity market-risk-sensitive instruments outstanding as of May [removed: 28,][added: 26,]

[removed: Higher] [added: Lower] Market Volatility

[removed: Reduced] [added: Lower] Market Volatility

materially [removed: from]

[added: from] any

dynamics in the consumer [added: foods]

[removed: foods] industry and the markets for

environment, including tax legislation, [added: labeling]

[removed: labeling] and advertising

discount rates used to determine plan liabilities; failure [added: or]

[removed: or] breach of our information technology systems; [added: foreign]

[removed: foreign] economic conditions,

2024.

May 26, 2024

Fiscal 2024

53.5

56.0

29.8

30.1

4.5

5.1

1.8

2.1

Lower Market Volatility

2023.

Fiscal 2023

May 29, 2022

52.1

40.9

33.3

20.3

9.5

12.9

3.1

2.5

S.A. (Nestlé) competes in [removed: the]

[added: the] ready-to-eat cereal category [removed: in markets]

arrangements for certain products and to serve certain [added: types]

[removed: types] of customers and certain markets.

For further [added: information]

[removed: information] on our customer

[removed: Walmart] Inc. [added: and its affiliates (Walmart)]

accounted for [removed: 21] [added: 22] percent of our consolidated

net sales and [removed: 28] [added: 30] percent of net sales

[added: is Group President,] North America

[removed: in] the

Cinnamon [removed: Toast]

Nature [added: Valley]

[removed: through] registrations in the

United States and [removed: other jurisdictions.]

[removed: Depending] on the jurisdiction,

trademarks are generally [removed: valid]

[added: valid] as long

become [removed: generic.]

[removed: Registrations of][added: registrations]

[removed: to an exclusive,] royalty-free

[removed: the] United States and under limited circumstances in Canada and Mexico.

[removed: strategy][added: Chief Strategy]

[removed: 47] [added: 49] percent

, age [removed: 53,] [added: 54,] is Chief Financial

Mr. [added: Sharma]

[added: He] was [removed: named]

age [added: 48,]

[removed: 55,] [added: 56,] is Chief

[added: America] Supply Chain from Diageo plc.

[added: his career at Diageo] where he spent 25 years serving in a variety [removed: of leadership]

[removed: President][added: President;]

promoted [added: to]

Dana [added: M.]

[added: &] Growth

marketing [removed: roles]

[removed: in] 2016,

Senior [removed: Vice]

[removed: ,] age [removed: 53,][added: 51,]

[removed: is] Group President,

in markets

fiscal 2024, Walmart

Toast

Dunkaroos,

Edgard

& Cooper,

Tastefuls,

True

Solutions,

through

other jurisdictions.

Depending

as they

their

properly

maintained

they

not

found

generic.

Registrations

have

been

an

exclusive,

license

granted

third

party

its

successors

shelf-stable

categories

use

26,

2024,

have

26,

2024,

that

strategic

America

of

fiscal 2023,

and its affiliates (Walmart)

is

variety

Blue

Basics

Freedom

EPIC

Valley

Raisin Nut

Bran

Top

Chews

Naturals,

as they are in use

or their registrations are properly

maintained and they have

not been found to have

license that was granted to

a third party and its successors

in the dessert mix and

baking mix categories in

28,

2023,

general

as of June 28, 2023.

Officer.

positions

He

as Vice

Vice

He began his career at Diageo

before becoming

56, is

Big

cereal

divisions.

26,

2024,

28,

2023,

[removed: MAY 28,] [added: 26,] 2023

was required to file [added: such]

[removed: such] reports),

Statement for its [removed: 2023] [added: 2024] Annual Meeting of Shareholders are incorporated by reference

[Risk [removed: Factors](#a1383)][added: Factors](#a1384)]

MAY 26, 2024

3.650% Notes due 2030

GIS30A

New York Stock Exchange

3.850% Notes due 2034

GIS34

New York Stock Exchange

of $65.18

37,084

10,

2024:

558,145,667

196,467,661

[Business](#a538)

(Check one):

of $82.97

27, 2022

48,920

14,

2023:

585,182,745

169,430,583

[Business](#a532)

[Unresolved Staff [removed: Comments](#a2184)][added: Comments](#a2157)]

[Legal [removed: Proceedings](#a2419)][added: Proceedings](#a2520)]

Item 1C

[Cybersecurity](#a2167)

[Properties](#a2302)

[Properties](#a2194)

[Mine Safety [removed: Disclosures](#a2437)][added: Disclosures](#a2542)]

[Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases [removed: of](#a2452)][added: of](#a2549)]

[Equity [removed: Securities](#a2452)][added: Securities](#a2549)]

[Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#a2594)][added: Operations](#a2698)]

[Quantitative and Qualitative Disclosures About Market [removed: Risk](#a8914)][added: Risk](#a8819)]

[Financial Statements and Supplementary [removed: Data](#a9164)][added: Data](#a9058)]

[Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#a27063)][added: Disclosure](#a26278)]

[Controls and [removed: Procedures](#a27076)][added: Procedures](#a26290)]

Item 9B

[Other Information](#a26400)

Item 9C

[Disclosure Regarding Foreign Jurisdictions that Prevent Inspection](#a26400)

Part III

Item 10

[Directors, Executive Officers and Corporate Governance](#a26429)

Item 11

[Executive Compensation](#a26479)

Item 12

[Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#a26491)

Item 13

[Certain Relationships and Related Transactions, and Director Independence](#a26631)

Item 14

[Principal Accountant Fees and Services](#a26645)

Part IV

Item 15

[Exhibits and Financial Statement Schedules](#a26668)

Item 16

[Form 10-K Summary](#a27333)

[Signatures](#a27341)

PART

Cybersecurity Risk Management and Strategy

Our

enterprise

risk

management

framework

considers

cybersecurity

risk

alongside

other

company

risks,

as

part

of

our

overall

risk

assessment

process.

We

leverage

an

industry-leading

framework,

the

National

Institute

of Standards

and

Technology

Cybersecurity

Framework, and assess our maturity against that framework in partnership

with an independent firm on an annual basis.

We

assess

and

manage

our

[removed: sales] and administrative

As of May [removed: 28,][added: 26,]

[removed: 45] [added: 42] facilities for

[removed: 27] [added: 26] are located

States, [removed: 6] [added: 4] in Latin

[removed: leased)][added: leased),]

[removed: 16] [added: 17] million

[added: of] warehouse

Retail [added: and]

[removed: and] Pet segments.

lease a [removed: number]

[removed: of] dedicated [added: sales]

2024, we operated

number of

385 (all

franchise 389

2023, we operated

of

- Recife, Brazil

- Cambara, Brazil

450 (all

franchise 382

symbol “GIS.” [added: On]

[removed: On] June [removed: 15,][added: 10, 2024,]

[removed: were] approximately

[removed: 24,200] [added: 22,800] record holders of our common stock.

ended May [removed: 28, 2023:][added: 26, 2024:]

Under the [added: Plans or] Program [removed: (b)]

The Board did not specify an expiration date for [added: the]

[removed: the] authorization.

there were

February 26, 2024 -

March 31, 2024

\-

\-

\-

61,383,817

April 1, 2024 -

April 28, 2024

2,405,113

70.46

2,405,113

58,978,704

April 29, 2024 -

May 26, 2024

3,319,707

70.83

3,319,707

55,658,997

5,724,820

70.67

5,724,820

55,658,997

(b)

2023, there

February 27, 2023 -

April 2, 2023

1,338,293

79.20

86,503,364

April 3, 2023 -

April 30, 2023

846,538

86.88

85,656,826

May 1, 2023 -

May 28, 2023

793,957

89.58

84,862,869

2,978,788

84.06

for [added: us]

and [added: is]

financial [added: institutions.]

recorded [added: a $]

[removed: all][added: All of]

[removed: Our][added: to our]

assets [added: no]

[added: to] review

Committee [added: of]

independent registered public accounting firm for fiscal [removed: 2024.][added: 2025.]

[removed: June 28, 2023][added: 2023, a]

May [removed: 28, 2023,] [added: 26, 2024,] and May [removed: 29, 2022,][added: 28, 2023,]

May 28, 2023, [added: the]

notes [added: due]

of May [removed: 28, 2023,] [added: 26, 2024,] based

[added: and] May 28, 2023, [removed: and][added: respectively.]

May [removed: 29,][added: 26,]

[removed: 2022,] [added: ,] and

[removed: Also][added: items also]

May [removed: 28, 2023,] [added: 26, 2024,] based

its [added: book]

[removed: on] [added: of] the

[added: notes] due

includes [added: approximately]

[removed: that,][added: at that]

[added: did] not

[removed: Valuation][added: valuation (currently]

May [added: 26,]

2023, [added: in]

fair value [added: hedge]

cash flow [added: model]

including [added: severance.]

was [added: $]

[added: sales] growth

[added: assets,] intangible

[removed: This][added: this guidance]

[removed: 2023][added: 2023, which]

2022 [added: Plan,]

[removed: Net] [added: Total net] sales

[removed: Cost of sales][added: in cost]

June 26, 2024

May 26, 2024,

May 26, 2024, and

May 26, 2024,

26,

$14,750.7

$6,728.6

June 26, 2024

19,857.2

12,925.1

3,259.0

241.4

3,431.7

(75.8)

3,028.3

594.5

2,518.6

2,496.6

2.36

2,518.6

(86.6)

(187.1)

36.7

(242.7)

2,275.9

22.1

2,253.8

May 26, 2024

418.0

1,696.2

1,898.2

568.5

4,580.9

3,863.9

14,750.7

6,979.9

1,294.5

31,469.9

3,987.8

1,419.4

General

generally

We

provide

policies

to

as

as of

by

or

on

28,

$14,511.2

$6,712.4

required

forward-looking

revenue

2021

18,127.0

11,678.7

3,079.6

53.5

170.4

3,144.8

(132.9)

420.3

2,857.4

629.1

117.7

2,346.0

6.2

2,339.8

4.36

3.81

3.78

2.02

175.1

353.4

1.3

(20.7)

as of May [removed: 28,][added: 26,]

[removed: 2023,] [added: 2024,] our disclosure

Chief [added: Executive]

[removed: 28, 2023,] [added: 26, 2024,] that have materially

attestation report on our internal control over financial reporting [added: is included]

[removed: is included] in the

of May 26, 2024.

as of May 26, 2024.

June 26, 2024

Executive

of May 28, 2023.

as of May 28, 2023.

June 28, 2023

ITEM 9B - Other Information

None.

During

the fiscal

quarter ended

May 26,

2024, no

director or

officer

of the

Company

adopted

or

terminated

a “Rule

10b5-1 trading

arrangement” or “

non-Rule

10b5-1

trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

[Other Information](#a27190)

Item 9C

[Disclosure Regarding Foreign Jurisdictions that Prevent Inspection](#a27190)

Part III

Item 10

[Directors, Executive Officers and Corporate Governance](#a27216)

Item 11

[Executive Compensation](#a27264)

Item 12

[Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#a27281)

Item 13

[Certain Relationships and Related Transactions, and Director Independence](#a27414)

Item 14

[Principal Accountant Fees and Services](#a27433)

Part IV

Item 15

[Exhibits and Financial Statement Schedules](#a27457)

Item 16

[Form 10-K Summary](#a28084)

[Signatures](#a28097)

PART

The [added: information]

[removed: information][added: Supplemental Information”]

contained [added: in the]

Number [added: 1 -]

Election [added: of Directors,”]

and [added: “Delinquent]

[added: in] our [added: definitive]

Proxy [added: Statement]

Annual [added: Meeting]

[added: Annual] Meeting [added: of]

[added: of] Shareholders

incorporated [added: herein]

herein [added: by reference.]

[added: by] reference.

[removed: 2023] [added: 2024] Annual Meeting of Shareholders is incorporated herein by reference.

sections entitled “Proposal

“Shareholder Director Nominations,”

Section 16(a)

Reports” contained

for our 2024

information regarding our

insider trading policy

set forth in

the section entitled

“Key Policies –

definitive Proxy Statement

for our 2024

Shareholders is incorporated

contained in our

in

sections

entitled

“Proposal

\-

of

Directors”

“Shareholder

Director

Nominations”

definitive

Statement

for

2023

by

Management” in our definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual

The following table provides certain information as of May [removed: 28, 2023,][added: 26, 2024,]

whose weighted-average term is [removed: 5.59] [added: 5.05] years.

restricted stock [removed: units,][added: units]

[removed: 1,690,278] performance share [added: units]

[removed: units] (assuming pay out

target performance), and [removed: 2,184,772] [added: 2,109,395] restricted stock units that [removed: have]

[added: have] vested and been deferred.

[removed: These] awards were made [added: in]

[removed: in] lieu of salary [added: increases]

Compensation Plan, which has [removed: 35,104,287][added: 32,590,666]

grant at May [removed: 28, 2023.][added: 26, 2024.]

2024

18,812,894

59.19

32,590,666

92,110

18,905,004

59.19

32,590,666

Includes 12,044,367 stock

options, 3,335,148 restricted

stock units, 1,323,984

Includes 92,110

that have vested and

been deferred.

These

2023

18,806,084

57.43

35,104,287

97,154

18,903,238

Includes 11,571,445

stock options, 3,359,589

Includes 97,154 restricted

stock units that have

increases

Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders is incorporated

Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders is incorporated herein

Consolidated Statements of Earnings for the fiscal years ended May [removed: 28, 2023,] [added: 26, 2024,] May [removed: 29,][added: 28,]

[removed: 2022,] and May [removed: 30, 2021.][added: 29, 2022.]

[added: 28,] 2023,

[removed: Consolidated Balance Sheets as of May 28, 2023] [added: 2023,] and May 29, 2022.

Consolidated Statements of Cash Flows for the fiscal years ended May [removed: 28, 2023,][added: 26, 2024,]

the [removed: fiscal]

May [removed: 28,][added: 26,]

[added: May 28,] 2023, [added: and] May [added: 29, 2022.]

For the fiscal years ended May [added: 26, 2024, May] 28, 2023, [removed: May 29, 2022,] and May [removed: 30, 2021:][added: 29, 2022:]

[removed: [3.2](http://www.sec.gov/Archives/edgar/data/0000040704/000119312522021289/d83160dex31.htm)][added: [3.2](http://www.sec.gov/Archives/edgar/data/40704/000119312524018891/d745524dex3.htm)]

Current Report on Form 8-K filed January [removed: 28, 2022).][added: 30, 2024).]

[removed: [4.3](https://www.sec.gov/Archives/edgar/data/40704/000119312523177500/d523469dex43.htm)][added: [4.3](https://www.sec.gov/Archives/edgar/data/40704/000119312524168943/d764890dex43.htm)]

[added: to the] Company’s Annual [removed: Report]

the Company’s [added: Quarterly]

[removed: [10.16](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1018.htm)][added: [10.16](http://www.sec.gov/Archives/edgar/data/40704/000119312523238563/d509747dex101.htm)]

[removed: [*](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1018.htm)][added: [*](http://www.sec.gov/Archives/edgar/data/40704/000119312523238563/d509747dex101.htm)]

ended [removed: May]

[removed: [10.17](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1019.htm)][added: [10.17](http://www.sec.gov/Archives/edgar/data/40704/000119312523238563/d509747dex102.htm)]

[removed: [*](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1019.htm)][added: [*](http://www.sec.gov/Archives/edgar/data/40704/000119312523238563/d509747dex102.htm)]

on Form 10-K for the fiscal year ended May [removed: 27, 2018).][added: 30, 2004).]

[removed: [10.18](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1020.htm)][added: [10.18](http://www.sec.gov/Archives/edgar/data/40704/000119312523238563/d509747dex103.htm)]

[removed: [*](http://www.sec.gov/Archives/edgar/data/40704/000119312518209377/d564680dex1020.htm)][added: [*](http://www.sec.gov/Archives/edgar/data/40704/000119312523238563/d509747dex103.htm)]

[removed: Form of] Restricted Stock

Unit Agreement [removed: (incorporated]

[added: Report on] Form 10-K for the fiscal year ended May [removed: 27, 2018).][added: 28, 2023).]

[removed: [10.30](https://www.sec.gov/Archives/edgar/data/40704/000119312523177500/d523469dex1030.htm)][added: [10.30](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000040704/000119312523177500/d523469dex1030.htm)]

[removed: [21.1](https://www.sec.gov/Archives/edgar/data/40704/000119312523177500/d523469dex211.htm)][added: [21.1](https://www.sec.gov/Archives/edgar/data/40704/000119312524168943/d764890dex211.htm)]

[removed: [23.1](https://www.sec.gov/Archives/edgar/data/40704/000119312523177500/d523469dex231.htm)][added: [23.1](https://www.sec.gov/Archives/edgar/data/40704/000119312524168943/d764890dex231.htm)]

[removed: [31.1](https://www.sec.gov/Archives/edgar/data/40704/000119312523177500/d523469dex311.htm)][added: [31.1](https://www.sec.gov/Archives/edgar/data/40704/000119312524168943/d764890dex311.htm)]

[removed: [31.2](https://www.sec.gov/Archives/edgar/data/40704/000119312523177500/d523469dex312.htm)][added: [31.2](https://www.sec.gov/Archives/edgar/data/40704/000119312524168943/d764890dex312.htm)]

[removed: [32.1](https://www.sec.gov/Archives/edgar/data/40704/000119312523177500/d523469dex321.htm)][added: [32.1](https://www.sec.gov/Archives/edgar/data/40704/000119312524168943/d764890dex321.htm)]

[removed: [32.2](https://www.sec.gov/Archives/edgar/data/40704/000119312523177500/d523469dex322.htm)][added: [32.2](https://www.sec.gov/Archives/edgar/data/40704/000119312524168943/d764890dex322.htm)]

2024,

2022.

Consolidated Balance Sheets as of May 26, 2024 and May 28, 2023.

2024, May

26,

August 27, 2023).

Company’s Quarterly

Report on Form 10-Q for the fiscal quarter ended August 27, 2023).

Form of

(incorporated herein

by reference

10.3

Report on Form 10-Q for the fiscal quarter ended August 27, 2023).

10.2

to Exhibit

10.1

Company’s

Quarterly

10-Q

fiscal

quarter

of America,

N.A., as

Administrative Agent

(incorporated herein

by reference

to Exhibit

10.30

[19.1](https://www.sec.gov/Archives/edgar/data/40704/000119312524168943/d764890dex191.htm)

Insider trading policies of the Company

[97.1](https://www.sec.gov/Archives/edgar/data/40704/000119312524168943/d764890dex971.htm)

Mandatory Executive Compensation Clawback Policy.

26,

2024,

the

to

28,

2022,

30,

2021.

May 29, 2022, and May 30, 2021.

29, 2022,

and May 30, 2021.

3.1

Annual

herein by reference to Exhibit

10.18

10-K

year

27, 2018).

10.19

10.20 to

the Company’s Annual Report on

on Form 10-K for the

fiscal year ended May 30, 2004).

of America, N.A., as Administrative Agent.

[removed: ][added: ]

June 26, 2024

June 26, 2024

June 26, 2024

June 26, 2024

June 26, 2024

/s/ Benno O.

Dorer

Benno O.

Dorer

June 26, 2024

June 26, 2024

June 26, 2024

June 26, 2024

June 26, 2024

/s/ John G.

Morikis

John.

G.

Morikis

June 26, 2024

June 26, 2024

June 26, 2024

June 26, 2024

June 26, 2024

Director

June 26, 2024

2024

27.6

(29.4)

(0.1)

25.0

26.9

(2.3)

(1.4)

255.5

259.2

0.1

(33.0)

14.8

47.7

June 28, 2023

/s/ David M.

Cordani

David M.

2021

36.0

33.2

25.7

(29.9)

7.0

229.2

214.2

9.1

5.9

148.8

17.8

143.9

(12.9)

209.5

202.1

7.4