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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark One)
 
 
QUARTERLY
 
REPORT
 
PURSUANT
 
TO
 
SECTION
 
13
 
OR
 
15(d)
 
OF
 
THE
 
SECURITIES
 
EXCHANGE
 
ACT
 
OF
 
1934
FOR THE QUARTERLY
 
PERIOD ENDED
AUGUST 25, 2024
 
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:
001-01185
________________
GENERAL MILLS, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
41-0274440
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
Number One General Mills Boulevard
 
Minneapolis
,
Minnesota
55426
(Address of principal executive offices)
(Zip Code)
(763)
764-7600
(Registrant’s telephone number,
 
including area code)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange
on which registered
Common Stock, $.10 par value
 
GIS
 
New York Stock Exchange
0.125% Notes due 2025
GIS 25A
New York Stock Exchange
0.450% Notes due 2026
 
GIS 26
 
New York Stock Exchange
1.500% Notes due 2027
 
GIS 27
 
New York Stock Exchange
3.907% Notes due 2029
GIS 29
New York Stock Exchange
3.650% Notes due 2030
GIS 30A
New York Stock Exchange
3.850% Notes due 2034
GIS 34
New York Stock Exchange
________________
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.
 
Yes
 
No
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 (§
 
232.405 of this chapter) during
 
the preceding 12 months (or
 
for such shorter period that
 
the
registrant was required to submit such files).
Yes
 
 
No
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.
 
See
 
the
 
definitions
 
of
 
“large
 
accelerated
 
filer,”
 
“accelerated
 
filer,”
 
“smaller
reporting company,” and
 
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
 
Non-accelerated filer
Smaller reporting company
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 is a shell company (as defined
 
in Rule 12b-2 of the Exchange Act).
Yes
 
No
Number of
 
shares of
 
Common Stock
 
outstanding
 
as of
 
September 11,
 
2024:
555,158,898
 
(excluding
199,454,430
 
shares held
 
in the
treasury).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
 
PART
 
I.
 
FINANCIAL INFORMATION
Item 1.
 
Financial Statements.
Consolidated Statements of Earnings
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions, Except per Share Data)
Quarter Ended
Aug. 25, 2024
Aug. 27, 2023
Net sales
$
4,848.1
$
4,904.7
Cost of sales
3,159.3
3,134.2
Selling, general, and administrative expenses
855.1
839.3
Restructuring, impairment, and other exit costs
2.2
1.2
Operating profit
831.5
930.0
Benefit plan non-service income
(13.9)
(17.0)
Interest, net
123.6
117.0
Earnings before income taxes and after-tax earnings
 
from joint ventures
721.8
830.0
Income taxes
157.4
173.2
After-tax earnings from joint ventures
19.2
23.5
Net earnings, including earnings attributable to noncontrolling interests
583.6
680.3
Net earnings attributable to noncontrolling interests
3.7
6.8
Net earnings attributable to General Mills
$
579.9
$
673.5
Earnings per share – basic
$
1.03
$
1.15
Earnings per share – diluted
$
1.03
$
1.14
See accompanying notes to consolidated financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5
 
Consolidated Statements of Comprehensive Income
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions)
Quarter Ended
Aug. 25, 2024
Aug. 27, 2023
Net earnings, including earnings attributable to
 
noncontrolling interests
$
583.6
$
680.3
Other comprehensive (loss) income, net of tax:
Foreign currency translation
(61.9)
(18.1)
Other fair value changes:
Hedge derivatives
(6.0)
(2.3)
Reclassification to earnings:
Hedge derivatives
-
0.2
Amortization of losses and prior service costs
11.6
9.1
Other comprehensive loss, net of tax
(56.3)
(11.1)
Total comprehensive
 
income
 
527.3
669.2
Comprehensive income attributable to noncontrolling
 
interests
4.2
6.9
Comprehensive income attributable to General Mills
$
523.1
$
662.3
See accompanying notes to consolidated financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6
 
Consolidated Balance Sheets
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except Par Value)
Aug. 25, 2024
May 26, 2024
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
468.1
$
418.0
Receivables
1,843.8
1,696.2
Inventories
1,996.4
1,898.2
Prepaid expenses and other current assets
505.3
568.5
Total current
 
assets
4,813.6
4,580.9
Land, buildings, and equipment
3,776.3
3,863.9
Goodwill
14,787.7
14,750.7
Other intangible assets
6,982.8
6,979.9
Other assets
1,408.8
1,294.5
Total assets
$
31,769.2
$
31,469.9
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
3,823.4
$
3,987.8
Current portion of long-term debt
1,640.0
1,614.1
Notes payable
249.1
11.8
Other current liabilities
1,576.9
1,419.4
Total current
 
liabilities
7,289.4
7,033.1
Long-term debt
11,431.3
11,304.2
Deferred income taxes
2,195.3
2,200.6
Other liabilities
1,326.6
1,283.5
Total liabilities
22,242.6
21,821.4
Stockholders’ equity:
Common stock,
754.6
 
shares issued, $
0.10
 
par value
75.5
75.5
Additional paid-in capital
1,164.6
1,227.0
Retained earnings
21,213.9
20,971.8
Common stock in treasury,
 
at cost, shares of
198.8
 
and
195.5
(10,601.9)
(10,357.9)
Accumulated other comprehensive loss
(2,576.5)
(2,519.7)
Total stockholders’
 
equity
9,275.6
9,396.7
Noncontrolling interests
251.0
251.8
Total equity
9,526.6
9,648.5
Total liabilities and equity
$
31,769.2
$
31,469.9
See accompanying notes to consolidated financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7
 
Consolidated Statements of Total
 
Equity
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions, Except per Share Data)
Quarter Ended
Aug. 25, 2024
Aug. 27, 2023
Shares
Amount
Shares
Amount
Total equity,
 
beginning balance
$
9,648.5
$
10,700.0
Common stock,
1
 
billion shares authorized, $
0.10
 
par value
754.6
75.5
754.6
75.5
Additional paid-in capital:
Beginning balance
1,227.0
1,222.4
Stock compensation plans
(5.2)
7.3
Unearned compensation related to stock unit awards
(77.1)
(79.4)
Earned compensation
19.9
35.4
Ending balance
1,164.6
1,185.7
Retained earnings:
Beginning balance
20,971.8
19,838.6
Net earnings attributable to General Mills
579.9
673.5
Cash dividends declared ($
0.60
 
and $
0.59
 
per share)
(337.8)
(348.5)
Ending balance
21,213.9
20,163.6
Common stock in treasury:
Beginning balance
(195.5)
(10,357.9)
(168.0)
(8,410.0)
Shares purchased, including excise tax of $
2.2
 
and
 
$
4.2
 
million
(4.5)
(302.2)
(6.4)
(504.7)
Stock compensation plans
1.2
58.2
1.0
40.4
Ending balance
(198.8)
(10,601.9)
(173.4)
(8,874.3)
Accumulated other comprehensive loss:
Beginning balance
(2,519.7)
(2,276.9)
Comprehensive loss
(56.8)
(11.2)
Ending balance
(2,576.5)
(2,288.1)
Noncontrolling interests:
Beginning balance
251.8
250.4
Comprehensive income
4.2
6.9
Distributions to noncontrolling interest holders
(5.0)
(4.3)
Ending balance
251.0
253.0
Total equity,
 
ending balance
$
9,526.6
$
10,515.4
See accompanying notes to consolidated financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8
 
Consolidated Statements of Cash Flows
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions)
Quarter Ended
Aug. 25, 2024
Aug. 27, 2023
Cash Flows - Operating Activities
Net earnings, including earnings attributable to noncontrolling interests
$
583.6
$
680.3
Adjustments to reconcile net earnings to net cash provided by operating
 
activities:
Depreciation and amortization
139.6
137.2
After-tax earnings from joint ventures
(19.2)
(23.5)
Distributions of earnings from joint ventures
23.1
15.8
Stock-based compensation
20.3
35.3
Deferred income taxes
16.2
(14.5)
Pension and other postretirement benefit plan contributions
(7.5)
(7.4)
Pension and other postretirement benefit plan costs
(3.2)
(5.3)
Restructuring, impairment, and other exit costs
0.2
2.4
Changes in current assets and liabilities, excluding the effects of
 
 
acquisitions and divestitures
(107.6)
(457.4)
Other, net
(21.3)
15.2
Net cash provided by operating activities
624.2
378.1
Cash Flows - Investing Activities
Purchases of land, buildings, and equipment
(140.3)
(141.7)
Acquisition, net of cash acquired
(7.7)
-
Proceeds from disposal of land, buildings, and equipment
0.6
-
Other, net
(0.6)
6.2
Net cash used by investing activities
(148.0)
(135.5)
Cash Flows - Financing Activities
Change in notes payable
238.0
551.8
Proceeds from common stock issued on exercised options
9.4
4.5
Purchases of common stock for treasury
(300.0)
(500.5)
Dividends paid
(337.8)
(348.5)
Distributions to noncontrolling interest holders
(5.0)
(4.3)
Other, net
(34.0)
(37.2)
Net cash used by financing activities
(429.4)
(334.2)
Effect of exchange rate changes on cash and cash equivalents
3.3
(3.0)
Increase (decrease) in cash and cash equivalents
50.1
(94.6)
Cash and cash equivalents - beginning of year
418.0
585.5
Cash and cash equivalents - end of period
$
468.1
$
490.9
Cash Flow from changes in current assets and liabilities, excluding the effects
 
of
 
 
acquisitions and divestitures:
Receivables
$
(145.6)
$
(104.4)
Inventories
(95.7)
(54.3)
Prepaid expenses and other current assets
59.7
140.9
Accounts payable
(76.4)
(443.8)
Other current liabilities
150.4
4.2
Changes in current assets and liabilities
$
(107.6)
$
(457.4)
See accompanying notes to consolidated financial statements.
 
9
GENERAL MILLS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
 
FINANCIAL STATEMENTS
(Unaudited)
 
(1) Background
The accompanying
 
Consolidated Financial
 
Statements of
 
General Mills,
 
Inc. (we,
 
us, our,
 
General Mills,
 
or the Company)
 
have been
prepared in
 
accordance with
 
accounting principles
 
generally accepted
 
in the
 
United States
 
(GAAP) for
 
interim financial
 
information
and with
 
the rules
 
and regulations
 
for reporting
 
on Form
 
10-Q. Accordingly,
 
they do
 
not include
 
certain information
 
and disclosures
required
 
for
 
comprehensive
 
financial
 
statements.
 
In
 
the
 
opinion
 
of
 
management,
 
all
 
adjustments
 
considered
 
necessary
 
for
 
a
 
fair
presentation have
 
been included
 
and are
 
of a
 
normal recurring
 
nature, including
 
the elimination
 
of all
 
intercompany transactions
 
and
any
 
noncontrolling
 
interests’
 
share
 
of
 
those
 
transactions.
 
Operating
 
results
 
for
 
the
 
fiscal
 
quarter
 
ended
 
August
 
25,
 
2024,
 
are
 
not
necessarily indicative of the results that may be expected for the fiscal year ending
 
May 25, 2025.
 
These
 
statements
 
should
 
be
 
read
 
in
 
conjunction
 
with
 
the
 
Consolidated
 
Financial
 
Statements
 
and
 
footnotes
 
included
 
in
 
our
 
Annual
Report on Form
 
10-K for the fiscal
 
year ended May
 
26, 2024. The
 
accounting policies used
 
in preparing these
 
Consolidated Financial
Statements are the same as those described in Note 2 to the Consolidated Financial
 
Statements in that Form 10-K.
Certain terms used throughout this report are defined in the “Glossary” section below.
 
 
(2) Acquisition and Divestiture
During the fourth quarter
 
of fiscal 2024, we acquired
 
a pet food business in Europe,
 
for a purchase price of $
434.1
 
million, net of cash
acquired.
 
During
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025,
 
we
 
paid
 
$
7.7
 
million
 
related
 
to
 
a
 
purchase
 
price
 
holdback
 
after
 
certain
 
closing
conditions
 
were
 
met.
We
financed
 
the
 
transaction
 
with
 
cash
 
on
 
hand.
 
We
 
consolidated
 
the
 
business
 
into
 
our
 
Consolidated
 
Balance
Sheets
 
and
 
recorded
 
goodwill
 
of
 
$
317.7
 
million,
 
an
 
indefinite-lived
 
brand
 
intangible
 
asset
 
of
 
$
118.4
 
million
 
and
 
a
 
finite-lived
customer
 
relationship
 
asset
 
of
 
$
14.2
 
million.
 
The
 
goodwill
 
is
 
included
 
in
 
the
 
International
 
segment
 
and
 
is
 
not
 
deductible
 
for
 
tax
purposes. The pro forma effects
 
of this acquisition were not
 
material. We
 
have conducted a preliminary assessment
 
of the fair value of
the acquired
 
assets and
 
liabilities of
 
the business
 
and we
 
are continuing
 
our review
 
of these
 
items during
 
the measurement
 
period. If
new
 
information
 
is
 
obtained
 
about
 
facts
 
and
 
circumstances
 
that
 
existed
 
at
 
the
 
acquisition
 
date,
 
the
 
acquisition
 
accounting
 
will
 
be
revised
 
to
 
reflect
 
the
 
resulting
 
adjustments
 
to
 
current
 
estimates
 
of
 
those
 
items.
 
The
 
consolidated
 
results
 
are
 
reported
 
in
 
our
International operating segment on a one-month lag beginning in fiscal 2025.
On
 
September
 
12,
 
2024,
 
subsequent
 
to
 
the
 
end
 
of
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025,
 
we
 
entered
 
into
 
definitive
 
agreements
 
to
 
sell
 
our
North
 
American
 
Yogurt
 
businesses
 
to
 
affiliates
 
of
 
Groupe
 
Lactalis
 
S.A.
 
(Lactalis)
 
and
 
Sodiaal
 
International
 
(Sodiaal)
 
for
approximately
 
$
2.1
 
billion.
 
We
 
expect
 
to
 
close
 
these
 
divestitures
 
in
 
calendar
 
year
 
2025,
 
subject
 
to
 
regulatory
 
approvals
 
and
 
other
customary closing conditions.
 
(3) Restructuring, Impairment, and Other Exit Costs
In
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025,
 
we
 
did
 
not
 
undertake
 
any
 
new
 
restructuring
 
actions.
 
We
 
recorded
 
$
2.9
 
million
 
of
 
restructuring
charges
 
in
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025
 
and
 
$
9.8
 
million
 
of
 
restructuring
 
charges
 
in
 
the
 
first
 
quarter
 
of
 
fiscal
 
2024
 
related
 
to
restructuring actions previously announced.
 
We expect these actions to
 
be completed by the end of fiscal 2026.
We
 
paid net $
2.7
 
million of cash in
 
the first quarter
 
of fiscal 2025
 
related to restructuring
 
actions. We
 
paid net $
7.4
 
million of cash
 
in
the same period of fiscal 2024.
Restructuring and impairment charges and project-related
 
costs are recorded in our Consolidated Statements of Earnings as follows:
 
 
 
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Restructuring, impairment, and other exit costs
$
2.2
$
1.2
Cost of sales
0.7
8.6
Total restructuring
 
charges
$
2.9
$
9.8
Project-related costs classified in cost of sales
$
0.1
$
0.8
 
 
 
 
 
 
10
 
(4) Goodwill and Other Intangible Assets
The components of goodwill and other intangible assets are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
In Millions
Aug. 25, 2024
May 26, 2024
Goodwill
$
14,787.7
$
14,750.7
Other intangible assets:
Intangible assets not subject to amortization:
Brands and other indefinite-lived intangibles
6,735.9
6,728.6
Intangible assets subject to amortization:
Customer relationships and other finite-lived intangibles
402.9
402.2
Less accumulated amortization
(156.0)
(150.9)
Intangible assets subject to amortization, net
246.9
251.3
Other intangible assets
6,982.8
6,979.9
Total
$
21,770.5
$
21,730.6
Based on
 
the carrying
 
value of
 
finite-lived intangible
 
assets as
 
of August
 
25, 2024,
 
annual amortization
 
expense for
 
each of
 
the next
five fiscal years is estimated to be approximately $
20
 
million.
The changes in the carrying amount of goodwill during the first quarter of fiscal 2025
 
were as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
In Millions
North
America
Retail
North
America
Pet
North
America
Foodservice
International
(a)
Corporate
and Joint
Ventures
Total
Balance as of May 26, 2024
$
6,541.9
$
6,062.8
$
805.5
$
917.1
$
423.4
$
14,750.7
Other activity, primarily
 
 
foreign currency translation
1.4
-
-
23.0
12.6
37.0
Balance as of Aug. 25, 2024
$
6,543.3
$
6,062.8
$
805.5
$
940.1
$
436.0
$
14,787.7
(a)
The carrying amounts of goodwill within the International segment as of
 
May 26, 2024, and August 25, 2024, were net of
accumulated impairment losses of $
117.1
 
million.
The changes in the carrying amount of other intangible assets during the first quarter
 
of fiscal 2025 were as follows:
 
 
 
 
 
 
In Millions
Total
Balance as of May 26, 2024
$
6,979.9
Foreign currency translation, net of amortization
2.9
Balance as of Aug. 25, 2024
$
6,982.8
Our
 
annual
 
goodwill
 
and
 
indefinite-lived
 
intangible
 
assets
 
impairment
 
test
 
was
 
performed
 
on
 
the
 
first
 
day
 
of
 
the
 
second
 
quarter
 
of
fiscal 2024. As a
 
result of lower future profitability
 
projections for our Latin
 
America reporting unit, we
 
determined that the
 
fair value
of the
 
reporting
 
unit was
 
less than
 
its book
 
value
 
and
 
recorded a
 
$
117.1
 
million non-cash
 
goodwill
 
impairment
 
charge.
 
In addition,
during the
 
fourth quarter
 
of fiscal
 
2024, we
 
executed our
 
fiscal 2025
 
planning process
 
and preliminary
 
long-range planning
 
process,
which resulted in
 
lower future sales and
 
profitability projections for
 
the businesses supporting
 
our
Top
 
Chews
,
True Chews
, and
EPIC
brand intangible assets.
 
As a result of
 
this triggering event,
 
we performed an
 
interim impairment assessment
 
of these assets
 
as of May
26, 2024,
 
and determined
 
that the
 
fair value
 
of these
 
brand intangible
 
assets no
 
longer exceeded
 
the carrying
 
values of
 
the respective
assets, resulting in $
103.1
 
million of non-cash impairment charges.
 
We recorded
 
impairment charges in restructuring,
 
impairment, and
other exit
 
costs in
 
our Consolidated
 
Statements of
 
Earnings. Our
 
estimates of
 
the fair
 
values were
 
determined based
 
on a
 
discounted
cash flow model
 
using inputs which
 
included our long-range
 
cash flow projections
 
for the businesses,
 
royalty rates, weighted
 
-average
cost of capital rates, and tax rates. These fair values are Level 3 assets in the fair value hierarchy.
All other intangible
 
asset fair values
 
were substantially
 
in excess of
 
the carrying
 
values, except for
 
the
Uncle Toby’s
 
brand intangible
asset. In
 
addition,
 
while having
 
significant
 
coverage as
 
of our
 
fiscal 2024
 
assessment date,
 
the
Progresso
,
Nudges
, and
True
 
Chews
brand intangible assets had risk of decreasing coverage. We
 
will continue to monitor these businesses for potential impairment.
 
 
11
 
(5) Inventories
The components of inventories were as follows:
 
 
 
 
 
 
 
 
 
 
 
In Millions
Aug. 25, 2024
May 26, 2024
Finished goods
$
1,975.1
$
1,827.7
Raw materials and packaging
488.4
500.5
Grain
79.3
111.1
Excess of FIFO over LIFO cost
(546.4)
(541.1)
Total
$
1,996.4
$
1,898.2
 
 
(6) Risk Management Activities
 
Many commodities we
 
use in the
 
production and distribution
 
of our products
 
are exposed to
 
market price risks.
 
We
 
utilize derivatives
to manage price risk for our principal
 
ingredients and energy costs, including
 
grains (oats, wheat, and corn), oils
 
(principally soybean),
dairy products, natural
 
gas, and diesel fuel.
 
Our primary objective
 
when entering into
 
these derivative contracts
 
is to achieve
 
certainty
with
 
regard
 
to
 
the
 
future
 
price
 
of
 
commodities
 
purchased
 
for
 
use
 
in
 
our
 
supply
 
chain.
 
We
 
manage
 
our
 
exposures
 
through
 
a
combination of purchase orders, long-term
 
contracts with suppliers, exchange-traded
 
futures and options, and over-the-counter
 
options
and swaps.
 
We
 
offset
 
our exposures
 
based on
 
current and
 
projected market
 
conditions and
 
generally seek
 
to acquire
 
the inputs
 
at as
close as possible to or below our planned cost.
We
 
use derivatives
 
to manage
 
our exposure
 
to changes
 
in commodity
 
prices. We
 
do not
 
perform the
 
assessments required
 
to achieve
hedge
 
accounting
 
for
 
commodity
 
derivative
 
positions.
 
Accordingly,
 
the
 
changes
 
in
 
the
 
values
 
of
 
these
 
derivatives
 
are
 
recorded
currently in cost of sales in our Consolidated Statements of Earnings.
Although we do
 
not meet the
 
criteria for
 
cash flow hedge
 
accounting, we believe
 
that these instruments
 
are effective
 
in achieving our
objective of providing certainty
 
in the future price of commodities purchased
 
for use in our supply chain.
 
Accordingly, for
 
purposes of
measuring
 
segment
 
operating
 
performance,
 
these
 
gains
 
and
 
losses
 
are
 
reported
 
in
 
unallocated
 
corporate
 
items
 
outside
 
of
 
segment
operating results
 
until such time
 
that the exposure
 
we are managing
 
affects earnings.
 
At that time,
 
we reclassify
 
the gain or
 
loss from
unallocated
 
corporate
 
items
 
to
 
segment
 
operating
 
profit,
 
allowing
 
our
 
operating
 
segments
 
to
 
realize
 
the
 
economic
 
effects
 
of
 
the
derivative without experiencing any resulting mark-to-market volatility,
 
which remains in unallocated corporate items.
 
Unallocated corporate items for the quarters ended August 25, 2024, and
 
August 27, 2023, included:
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Net (loss) gain on mark-to-market valuation of certain
 
 
commodity positions
$
(37.7)
$
28.4
Net loss on commodity positions reclassified from
 
 
unallocated corporate items to segment operating profit
17.2
3.2
Net mark-to-market revaluation of certain grain inventories
(8.3)
13.3
Net mark-to-market valuation of certain commodity
 
 
positions recognized in unallocated corporate items
$
(28.8)
$
44.9
 
As
 
of
 
August
 
25,
 
2024,
 
the
 
net
 
notional
 
value
 
of
 
commodity
 
derivatives
 
was
 
$
233.4
 
million,
 
of
 
which
 
$
118.6
 
million
 
related
 
to
agricultural inputs and $
114.8
 
million related to energy inputs. These contracts relate to inputs
 
that generally will be utilized within the
next
12
 
months.
We
 
also have
 
net investments
 
in foreign
 
subsidiaries that
 
are denominated
 
in euros.
 
As of
 
August 25,
 
2024, we
 
hedged a
 
portion
 
of
these investments with €
3,979.4
 
million of euro-denominated bonds.
The
 
fair
 
values
 
of
 
the
 
derivative
 
positions
 
used
 
in
 
our
 
risk
 
management
 
activities
 
and
 
other
 
assets
 
recorded
 
at
 
fair
 
value
 
were
 
not
material as of
 
August 25, 2024,
 
and were Level
 
1 or Level
 
2 assets and
 
liabilities in the
 
fair value
 
hierarchy.
 
We
 
did not significantly
change our valuation techniques from prior periods.
 
 
 
12
We
 
offer
 
certain
 
suppliers
 
access
 
to
 
third-party
 
services
 
that
 
allow
 
them
 
to
 
view
 
our
 
scheduled
 
payments
 
online.
 
The
 
third-party
services also
 
allow suppliers
 
to finance
 
advances on
 
our scheduled
 
payments at
 
the sole
 
discretion of
 
the supplier
 
and the third
 
party.
We
 
have no
 
economic interest
 
in these
 
financing arrangements
 
and no
 
direct relationship
 
with the
 
suppliers, the
 
third parties,
 
or any
financial institutions
 
concerning these
 
services, including
 
not providing
 
any form
 
of guarantee
 
and not
 
pledging assets
 
as security
 
to
the third
 
parties or
 
financial institutions.
 
All of
 
our accounts
 
payable remain
 
as obligations
 
to our
 
suppliers as
 
stated in
 
our supplier
agreements. As
 
of August
 
25, 2024,
 
$
1,421.6
 
million of
 
our total
 
accounts payable
 
were payable
 
to suppliers
 
who utilize
 
these third-
party services.
 
As of
 
May 26,
 
2024, $
1,404.4
 
million of
 
our total
 
accounts payable
 
were payable
 
to suppliers
 
who utilize
 
these third-
party services.
 
(7) Debt
The components of notes payable were as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aug. 25, 2024
May 26, 2024
In Millions
Notes Payable
Weighted-
Average
Interest Rate
Notes Payable
Weighted-
Average
Interest Rate
U.S. commercial paper
$
205.0
5.4
%
$
-
-
%
Financial institutions
44.1
7.7
11.8
8.8
Total
$
249.1
5.8
%
$
11.8
8.8
%
To ensure availability
 
of funds, we maintain bank credit lines and have commercial paper programs
 
available to us in the United States
and Europe.
The following table details the fee-paid committed and uncommitted credit
 
lines we had available as of August 25, 2024:
 
 
 
 
 
 
 
 
 
In Billions
Facility
 
Amount
Borrowed
Amount
Committed credit facility expiring April 2026
$
2.7
$
-
Uncommitted credit facilities
0.7
-
Total committed
 
and uncommitted credit facilities
$
3.4
$
-
The
 
credit
 
facilities
 
contain
 
covenants,
 
including
 
a
 
requirement
 
to
 
maintain
 
a
 
fixed
 
charge
 
coverage
 
ratio
 
of
 
at
 
least
2.5
 
times.
We
were in compliance with all credit facility covenants as of August 25, 2024.
Long-Term
 
Debt
 
The fair values
 
and carrying
 
amounts of long-term
 
debt, including
 
the current portion,
 
were $
12,653.5
 
million and $
13,071.3
 
million,
respectively,
 
as
 
of
 
August
 
25,
 
2024.
 
The
 
fair
 
value
 
of
 
long-term
 
debt
 
was
 
estimated
 
using
 
market
 
quotations
 
and
 
discounted
 
cash
flows based
 
on our
 
current incremental
 
borrowing rates
 
for similar
 
types of
 
instruments. Long
 
-term debt
 
is a
 
Level 2
 
liability in
 
the
fair value hierarchy.
 
In the
 
fourth quarter
 
of fiscal 2024,
 
we issued €
500.0
 
million of
3.65
 
percent fixed-rate
 
notes due
October 23, 2030
. We
 
used the
 
net
proceeds for general corporate purposes.
In
 
the fourth
 
quarter
 
of fiscal
 
2024,
 
we issued
 
500.0
 
million
 
of
3.85
 
percent
 
fixed-rate notes
 
due
April 23, 2034
.
 
We
 
used
 
the net
proceeds for general corporate purposes.
In
 
the
 
third
 
quarter of
 
fiscal
 
2024,
 
we
 
issued
 
$
500.0
 
million
 
of
4.7
 
percent
 
fixed-rate
 
notes due
January 30, 2027
. We
 
used
 
the
 
net
proceeds to repay $
500.0
 
million of
3.65
 
percent fixed-rate notes due
February 15, 2024
.
 
In the second
 
quarter of fiscal 2024,
 
we issued €
250.0
 
million of floating-rate
 
notes due
November 8, 2024
. We
 
used the net proceeds
to repay €
250.0
 
million of floating-rate notes due
November 10, 2023
.
 
In the
 
second quarter
 
of fiscal
 
2024, we
 
issued $
500.0
 
million of
5.5
 
percent fixed-rate
 
notes due
October 17, 2028
. We
 
used the
 
net
proceeds to repay $
400.0
 
million of floating-rate notes due
October 17, 2023
, and for general corporate purposes.
 
In the first
 
quarter of fiscal
 
2024, we issued
 
500.0
 
million of floating-rate
 
notes due
November 8, 2024
. We
 
used the net proceeds
 
to
repay €
500.0
 
million of floating-rate notes due
July 27, 2023
.
 
 
 
 
13
Certain
 
of
 
our
 
long-term
 
debt
 
agreements
 
contain
 
restrictive
 
covenants.
As of August 25, 2024, we were in compliance with all of
these covenants.
 
(8) Noncontrolling Interests
The
 
third-party
 
holder
 
of
 
the
 
General
 
Mills
 
Cereals,
 
LLC
 
(GMC)
 
Class A
 
Interests
 
receives
 
quarterly
 
preferred
 
distributions
 
from
available net
 
income based
 
on the application
 
of a
 
floating preferred
 
return rate
 
to the
 
holder’s capital
 
account balance
 
established in
the
 
most
 
recent
 
mark-to-market
 
valuation
 
(currently
 
$
251.5
 
million).
 
On
 
June
 
1,
 
2024,
 
the
 
floating
 
preferred
 
return
 
rate
 
on
 
GMC’s
Class A Interests was reset to the sum of the
three-month Term SOFR
 
plus
261
 
basis points. The preferred return rate is adjusted
 
every
three years
 
through a negotiated agreement with the Class A Interest holder or through a remarketing
 
auction.
Our noncontrolling interests contain restrictive covenants. As of August 25, 2024, we were in compliance with all of these covenants.
 
(9) Stockholders’ Equity
 
The following tables provide details of total comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
Quarter Ended
Aug. 25, 2024
Aug. 27, 2023
General Mills
Noncontrolling
Interests
 
General Mills
Noncontrolling
Interests
In Millions
Pretax
Tax
Net
Net
Pretax
Tax
Net
Net
Net earnings, including earnings
 
 
attributable to noncontrolling interests
 
$
579.9
$
3.7
$
673.5
$
6.8
Other comprehensive (loss) income:
Foreign currency translation
$
(93.9)
$
31.5
(62.4)
0.5
$
(22.0)
$
3.8
(18.2)
0.1
Other fair value changes:
Hedge derivatives
(7.5)
1.5
(6.0)
-
(2.7)
0.4
(2.3)
-
Reclassification to earnings:
Hedge derivatives (a)
(0.4)
0.4
-
-
(1.3)
1.5
0.2
-
Amortization of losses and
 
prior service costs (b)
14.5
(2.9)
11.6
-
11.5
(2.4)
9.1
-
Other comprehensive (loss) income
$
(87.3)
$
30.5
(56.8)
0.5
$
(14.5)
$
3.3
(11.2)
0.1
Total comprehensive income
$
523.1
$
4.2
$
662.3
$
6.9
(a)
 
Loss reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for foreign exchange contracts.
(b)
 
Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.
Accumulated other comprehensive loss balances, net of tax effects,
 
were as follows:
 
 
 
 
 
 
 
 
 
 
In Millions
Aug. 25, 2024
May 26, 2024
Foreign currency translation adjustments
$
(857.7)
$
(795.3)
Unrealized (loss) gain from hedge derivatives
(5.8)
0.2
Pension, other postretirement, and postemployment benefits:
Net actuarial loss
(1,790.8)
(1,806.3)
Prior service credits
77.8
81.7
Accumulated other comprehensive loss
$
(2,576.5)
$
(2,519.7)
 
 
(10) Stock Plans
We
 
have various
 
stock-based compensation
 
programs under
 
which awards,
 
including stock
 
options, restricted
 
stock, restricted
 
stock
units, and performance
 
awards, may be granted
 
to employees and non-employee
 
directors. These programs
 
and related accounting
 
are
described in Note
 
12 to the
 
Consolidated Financial
 
Statements included
 
in our Annual
 
Report on Form
 
10-K for the
 
fiscal year ended
May 26, 2024.
Compensation expense related to stock-based payments recognized
 
in the Consolidated Statements of Earnings was as follows:
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Compensation expense related to stock-based payments
$
20.3
$
35.3
 
 
 
 
14
Windfall tax benefits from stock-based payments
 
in income tax expense in our Consolidated Statements of Earnings were as follows:
 
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Windfall tax benefits from stock-based payments
$
2.8
$
8.4
As
 
of
 
August
 
25,
 
2024,
 
unrecognized
 
compensation
 
expense
 
related
 
to
 
non-vested
 
stock
 
options,
 
restricted
 
stock
 
units,
 
and
performance share units was $
185.9
 
million. This expense will be recognized over
26
 
months, on average.
Net cash proceeds from the exercise of stock options
 
less shares used for withholding taxes and the intrinsic
 
value of options exercised
were as follows:
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Net cash proceeds
$
9.4
$
4.5
Intrinsic value of options exercised
$
1.9
$
2.1
We estimate the fair value of each option on the grant date using a Black-Scholes option-pricing model, which requires us to make
predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We
estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of
volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We also have considered, but did
not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than
6 months, is insufficient to provide a reliable measure of expected volatility. Our method of selecting the other valuation assumptions
is explained in Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year
ended May 26, 2024.
The
 
estimated
 
fair
 
values
 
of
 
stock
 
options
 
granted
 
and
 
the
 
assumptions
 
used
 
for
 
the
 
Black-Scholes
 
option-pricing
 
model
 
were
 
as
follows:
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
Aug. 25, 2024
Aug. 27, 2023
Estimated fair values of stock options granted
 
$
13.20
$
17.47
Assumptions:
Risk-free interest rate
4.5
%
4.0
%
Expected term
8.5
years
8.5
years
Expected volatility
21.6
%
21.4
%
Dividend yield
3.8
%
2.8
%
The total grant date fair value of restricted stock unit awards that vested during
 
the period was as follows:
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Total grant date fair
 
value
$
90.8
$
104.8
 
 
 
 
15
 
(11) Earnings Per Share
Basic and diluted earnings per share (EPS) were calculated using the following:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
In Millions, Except per Share Data
Aug. 25, 2024
Aug. 27, 2023
Net earnings attributable to General Mills
$
579.9
$
673.5
Average number
 
of common shares – basic EPS
560.5
586.3
Incremental share effect from: (a)
Stock options
1.5
2.8
Restricted stock units and performance share units
1.8
2.3
Average number
 
of common shares – diluted EPS
563.8
591.4
Earnings per share – basic
$
1.03
$
1.15
Earnings per share – diluted
$
1.03
$
1.14
(a)
 
Incremental
 
shares
 
from
 
stock
 
options,
 
restricted
 
stock
 
units,
 
and
 
performance
 
share
 
units
 
are
 
computed
 
by
 
the
 
treasury
 
stock
method
. Stock options, restricted stock
 
units, and performance share
 
units excluded from our
 
computation of diluted EPS because
they were not dilutive were as follows
:
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Anti-dilutive stock options, restricted stock units, and
 
performance share units
 
4.4
1.6
 
 
(12) Share Repurchases
Share repurchases were as follows:
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Shares of common stock
4.5
6.4
Aggregate purchase price
$
302.2
$
504.7
 
 
(13) Statements of Cash Flows
Our Consolidated Statements of Cash Flows include the following:
 
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Net cash interest payments
$
83.7
$
83.9
Net income tax payments
$
18.7
$
13.7
 
 
16
 
(14) Retirement and Postemployment Benefits
Components of net periodic benefit expense (income) are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Defined Benefit
Pension Plans
Other Postretirement
 
Benefit Plans
Postemployment
Benefit Plans
Quarter Ended
Quarter Ended
Quarter Ended
In Millions
Aug. 25,
2024
Aug. 27,
2023
Aug. 25,
2024
Aug. 27,
2023
Aug. 25,
2024
Aug. 27,
2023
Service cost
$
13.0
$
14.2
$
1.1
$
1.2
$
1.8
$
1.8
Interest cost
76.7
74.2
5.3
5.3
1.0
1.0
Expected return on plan assets
(105.0)
(102.9)
(9.0)
(8.7)
-
-
Amortization of losses (gains)
25.1
21.5
(5.2)
(5.1)
0.1
-
Amortization of prior service costs (credits)
0.3
0.4
(5.5)
(5.4)
(0.3)
0.1
Other adjustments
-
-
-
-
2.6
2.6
Net expense (income)
$
10.1
$
7.4
$
(13.3)
$
(12.7)
$
5.2
$
5.5
 
 
(15) Income Taxes
During the
 
second quarter
 
of fiscal
 
2024, we
 
received a
 
notice of
 
proposed adjustment
 
from the
 
Internal Revenue
 
Service associated
with a capital loss
 
from fiscal 2019.
 
We
 
believe that we
 
have meritorious defenses
 
against this assessment
 
and will vigorously
 
defend
our
 
position. We
 
do
 
not
 
expect
 
the
 
resolution
 
of
 
the
 
proposed
 
adjustment
 
to
 
have
 
a
 
material
 
impact
 
on
 
our
 
financial
 
position
 
or
liquidity.
In
 
December
 
2021,
 
the
 
Organization
 
for
 
Economic
 
Cooperation
 
and
 
Development
 
(OECD)
 
established
 
a
 
framework,
 
referred
 
to
 
as
Pillar
 
2,
 
designed
 
to
 
ensure
 
large
 
multinational
 
enterprises
 
pay
 
a
 
minimum
 
15
 
percent
 
level
 
of
 
tax
 
on
 
the
 
income
 
arising
 
in
 
each
jurisdiction
 
in
 
which
 
they
 
operate.
 
Numerous
 
countries
 
have
 
already
 
enacted
 
the
 
OECD
 
model
 
rules
 
effective
 
for
 
taxable
 
years
beginning
 
after
 
December
 
31,
 
2023,
 
which
 
for
 
us
 
is
 
fiscal
 
2025.
 
There
 
was
 
no
 
material
 
impact
 
on
 
our
 
consolidated
 
financial
statements.
 
Several
 
other
 
countries
 
have
 
enacted
 
or
 
drafted
 
legislation
 
that
 
is
 
not
 
yet
 
effective
 
for
 
us,
 
and
 
we
 
do
 
not
 
expect
 
this
legislation
 
to
 
have
 
a
 
material
 
impact
 
on
 
our
 
consolidated
 
financial
 
statements.
 
We
 
will
 
continue
 
to monitor
 
for
 
new
 
legislation
 
and
guidance and evaluate potential impact on our consolidated financial
 
statements.
 
 
(16) Contingencies
During
 
fiscal
 
2020,
 
we
 
received
 
notice
 
from
 
the
 
tax
 
authorities of
 
the
 
State of
 
São
 
Paulo,
 
Brazil
 
regarding
 
our
 
compliance
 
with
 
its
state sales tax requirements.
 
As a result, we
 
have been assessed additional
 
state sales taxes, interest,
 
and penalties. We
 
believe that we
have meritorious defenses against this claim and will vigorously defend
 
our position. As of August 25, 2024, we are unable to estimate
any possible loss and have not recorded a loss contingency for this matter.
 
 
 
 
 
(17) Business Segment and Geographic Information
We
 
operate
 
in
 
the
 
packaged
 
foods
 
industry.
 
Our
 
operating
 
segments
 
are
 
as
 
follows:
 
North
 
America
 
Retail,
 
International,
 
North
America Pet,
 
and North
 
America Foodservice.
 
In the
 
first quarter
 
of fiscal
 
2025, we
 
renamed the
 
Pet segment
 
to the
 
North America
Pet segment to reflect that
 
pet food results outside
 
North America are recorded
 
in the International segment.
 
There were no changes to
the
 
composition
 
of
 
our
 
reportable
 
segments
 
or
 
information
 
reviewed
 
by
 
our
 
chief
 
operating
 
decision
 
maker
 
and
 
no
 
impact
 
on
 
our
historical segment operating results.
Our North America Retail
 
operating segment reflects business
 
with a wide variety of
 
grocery stores, mass merchandisers, membership
stores,
 
natural
 
food
 
chains,
 
drug,
 
dollar
 
and
 
discount
 
chains,
 
convenience
 
stores,
 
and
 
e-commerce
 
grocery
 
providers.
 
Our
 
product
categories
 
in
 
this
 
business
 
segment
 
include
 
ready-to-eat
 
cereals,
 
refrigerated
 
yogurt,
 
soup,
 
meal
 
kits,
 
refrigerated
 
and
 
frozen
 
dough
products,
 
dessert
 
and
 
baking
 
mixes,
 
frozen
 
pizza
 
and
 
pizza
 
snacks,
 
snack
 
bars,
 
fruit
 
snacks,
 
savory
 
snacks,
 
and
 
a
 
wide
 
variety
 
of
organic products including ready-to-eat cereal, frozen
 
and shelf-stable vegetables, meal kits, fruit snacks, and snack bars.
Our
 
International
 
operating
 
segment
 
consists
 
of
 
retail
 
and
 
foodservice
 
businesses
 
outside
 
of
 
the
 
United
 
States
 
and
 
Canada.
 
Our
product categories include super-premium
 
ice cream and frozen desserts, meal kits, salty snacks,
 
snack bars, dessert and baking mixes,
shelf-stable
 
vegetables,
 
and
 
pet
 
food
 
products.
 
We
 
also
 
sell
 
super-premium
 
ice
 
cream
 
and
 
frozen
 
desserts
 
directly
 
to
 
consumers
through owned
 
retail shops. Our
 
International segment
 
also includes products
 
manufactured in
 
the United States
 
for export, mainly
 
to
Caribbean and Latin American markets, as well as products we
 
manufacture for sale to our international joint ventures. Revenues
 
from
export activities are reported in the region or country where the end customer
 
is located.
 
 
17
 
 
 
 
 
 
 
Our North
 
America Pet
 
operating segment
 
includes pet
 
food products
 
sold primarily
 
in the
 
United States
 
and Canada
 
in national
 
pet
superstore
 
chains,
 
e-commerce
 
retailers,
 
grocery
 
stores,
 
regional
 
pet
 
store
 
chains,
 
mass
 
merchandisers,
 
and
 
veterinary
 
clinics
 
and
hospitals.
 
Our
 
product
 
categories
 
include
 
dog
 
and
 
cat
 
food
 
(dry
 
foods,
 
wet
 
foods,
 
and
 
treats)
 
made
 
with
 
whole
 
meats,
 
fruits,
vegetables,
 
and other
 
high-quality
 
natural
 
ingredients.
 
Our tailored
 
pet product
 
offerings
 
address
 
specific dietary,
 
lifestyle,
 
and
 
life-
stage needs
 
and span
 
different product
 
types, diet
 
types, breed
 
sizes for
 
dogs, life-stages,
 
flavors, product
 
functions,
 
and textures
 
and
cuts for wet foods.
Our
 
North
 
America
 
Foodservice
 
segment
 
consists
 
of
 
foodservice
 
businesses
 
in
 
the
 
United
 
States
 
and
 
Canada.
 
Our
 
major
 
product
categories
 
in
 
our
 
North
 
America
 
Foodservice
 
operating
 
segment
 
are
 
ready-to-eat
 
cereals,
 
snacks,
 
refrigerated
 
yogurt,
 
frozen
 
meals,
unbaked and
 
fully baked
 
frozen dough products,
 
baking mixes,
 
and bakery
 
flour.
 
Many products we
 
sell are branded
 
to the consumer
and nearly
 
all are
 
branded to
 
our customers.
 
We
 
sell to
 
distributors and
 
operators in
 
many customer
 
channels including
 
foodservice,
vending, and supermarket bakeries.
Operating profit
 
for these
 
segments excludes
 
unallocated corporate
 
items, gain
 
or loss
 
on divestitures,
 
and restructuring,
 
impairment,
and other
 
exit costs.
 
Results from
 
certain businesses
 
managed by
 
our Gold
 
Medal Ventures
 
entity are
 
included within
 
corporate and
other net
 
sales and
 
unallocated corporate
 
items within
 
operating
 
profit. Unallocated
 
corporate items
 
also include
 
corporate overhead
expenses,
 
variances
 
to
 
planned
 
North
 
American
 
employee
 
benefits
 
and
 
incentives,
 
certain
 
charitable
 
contributions,
 
restructuring
initiative
 
project-related
 
costs,
 
gains
 
and
 
losses
 
on
 
corporate
 
investments,
 
and
 
other
 
items
 
that
 
are
 
not
 
part
 
of
 
our
 
measurement
 
of
segment operating performance.
 
These include gains and
 
losses arising from the
 
revaluation of certain grain
 
inventories and gains
 
and
losses
 
from
 
mark-to-market
 
valuation
 
of
 
certain
 
commodity
 
positions
 
until
 
passed
 
back
 
to
 
our
 
operating
 
segments.
 
These
 
items
affecting
 
operating
 
profit
 
are
 
centrally
 
managed
 
at
 
the
 
corporate
 
level
 
and
 
are
 
excluded
 
from
 
the
 
measure
 
of
 
segment
 
profitability
reviewed
 
by executive
 
management.
 
Under our
 
supply chain
 
organization,
 
our manufacturing,
 
warehouse,
 
and distribution
 
activities
are
 
substantially
 
integrated
 
across
 
our
 
operations
 
in
 
order
 
to
 
maximize
 
efficiency
 
and
 
productivity.
 
As
 
a
 
result,
 
fixed
 
assets
 
and
depreciation and amortization expenses are neither maintained nor available
 
by operating segment.
Our operating segment results were as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Net sales:
North America Retail
$
3,016.6
$
3,073.0
International
717.0
715.8
North America Pet
576.1
579.9
North America Foodservice
536.2
536.0
Total segment net
 
sales
$
4,845.9
$
4,904.7
Corporate and other
2.2
-
Total net sales
$
4,848.1
$
4,904.7
Operating profit:
North America Retail
$
745.7
$
798.2
International
20.9
50.0
North America Pet
119.4
111.2
North America Foodservice
71.5
59.1
Total segment operating
 
profit
$
957.5
$
1,018.5
Unallocated corporate items
123.8
87.3
Restructuring, impairment, and other exit costs
2.2
1.2
Operating profit
$
831.5
$
930.0
 
 
 
 
 
 
18
Net sales for our North America Retail operating units were as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
U.S. Meals & Baking Solutions
$
946.3
$
941.9
U.S. Snacks
910.5
954.5
U.S. Morning Foods
902.9
927.8
Canada
256.9
248.8
Total
$
3,016.6
$
3,073.0
Net sales by class of similar products were as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Snacks
$
1,106.8
$
1,136.7
Cereal
793.1
817.9
Convenient meals
678.9
665.5
Pet
604.6
579.9
Dough
517.8
534.9
Baking mixes and ingredients
457.1
466.5
Yogurt
371.9
368.4
Super-premium ice cream
212.9
224.0
Other
105.0
110.9
Total
$
4,848.1
$
4,904.7
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
19
Item 2.
 
Management’s Discussion and Analysis
 
of Financial Condition and Results of Operations.
INTRODUCTION
This
 
Management’s
 
Discussion
 
and
 
Analysis
 
of
 
Financial
 
Condition
 
and
 
Results
 
of
 
Operations
 
(MD&A)
 
should
 
be
 
read
 
in
conjunction
 
with
 
the
 
MD&A
 
included
 
in
 
our
 
Annual
 
Report
 
on
 
Form
 
10-K
 
for
 
the
 
fiscal
 
year
 
ended
 
May
 
26,
 
2024,
 
for
 
important
background
 
regarding,
 
among other
 
things, our
 
key business
 
drivers.
 
Significant
 
trademarks and
 
service marks
 
used in
 
our business
are set forth in
italics
herein. Certain terms used throughout this report are defined in the
 
“Glossary” section below.
Our
 
key
 
priorities
 
in
 
fiscal
 
2025
 
are
 
to
 
accelerate
 
our
 
organic
 
net
 
sales
 
growth,
 
create
 
fuel
 
for
 
investment,
 
and
 
drive
 
strong
 
cash
generation.
 
Amid
 
a
 
continued
 
uncertain
 
macroeconomic
 
backdrop
 
for
 
consumers,
 
we
 
expect
 
volume
 
trends
 
in
 
our
 
categories
 
will
gradually improve
 
over the
 
course of
 
the year,
 
though full-year
 
category dollar
 
growth is expected
 
to be below
 
our long-term
 
growth
projections. We
 
expect to increase
 
our organic
 
net sales growth
 
by delivering remarkable
 
experiences across
 
our leading
 
food brands,
resulting
 
in
 
improved
 
household
 
penetration
 
and
 
stronger
 
market
 
share
 
trends
 
versus
 
the
 
prior
 
year.
 
Our
 
fiscal
 
2025
 
plan
 
calls
 
for
product
 
news
 
and
 
innovation
 
focused
 
on
 
taste,
 
health,
 
convenience,
 
and
 
value,
 
supported
 
with
 
strong
 
brand
 
campaigns
 
and
omnichannel visibility.
 
We
 
expect to
 
generate higher
 
levels of Holistic
 
Margin Management
 
(HMM) cost savings
 
to more
 
than offset
input
 
cost inflation
 
in fiscal
 
2025. We
 
expect to
 
reinvest in
 
the business,
 
including plans
 
for increased
 
brand-building
 
investment
 
in
fiscal 2025 to drive improved volume performance.
CONSOLIDATED
 
RESULTS
 
OF OPERATIONS
First Quarter Results
In the first quarter
 
of fiscal 2025, net
 
sales and organic
 
net sales decreased 1
 
percent compared to the
 
same period last year.
 
Operating
profit
 
decreased
 
11
 
percent
 
to
 
$832
 
million,
 
primarily
 
driven
 
by
 
an
 
unfavorable
 
change
 
in
 
the
 
mark-to-market
 
valuation
 
of
 
certain
commodity
 
positions
 
and
 
grain
 
inventories,
 
unfavorable
 
net
 
price
 
realization
 
and
 
mix,
 
and
 
an
 
increase
 
in
 
selling,
 
general
 
and
administrative
 
(SG&A)
 
expenses, partially
 
offset
 
by lower
 
input
 
costs. Operating
 
profit margin
 
of 17.2
 
percent decreased
 
180
 
basis
points.
 
Adjusted
 
operating profit
 
of $865
 
million
 
decreased 4
 
percent on
 
a constant-currency
 
basis, primarily
 
driven by
 
unfavorable
net
 
price
 
realization
 
and
 
mix
 
and
 
an
 
increase
 
in
 
SG&A
 
expenses,
 
partially
 
offset
 
by
 
lower
 
input
 
costs.
 
Adjusted
 
operating
 
profit
margin decreased 50
 
basis points to 17.8
 
percent. Diluted earnings per
 
share of $1.03 decreased 10
 
percent in the first
 
quarter of fiscal
2025.
 
Adjusted diluted
 
earnings per
 
share of
 
$1.07 decreased
 
2 percent
 
on a
 
constant-currency basis
 
compared to
 
the first
 
quarter of
fiscal 2024.
 
See the “Non-GAAP Measures” section below for a description of our use of measures not
 
defined by GAAP.
A summary of our consolidated financial results for the first quarter of
 
fiscal 2025 follows:
 
Quarter Ended Aug. 25, 2024
In millions,
except per share
Quarter Ended
Aug. 25, 2024 vs.
Aug. 27, 2023
Percent
of Net
Sales
Constant-
Currency
Growth (a)
Net sales
 
$
4,848.1
(1)
%
Operating profit
831.5
(11)
%
17.2
%
Net earnings attributable to General Mills
579.9
(14)
%
Diluted earnings per share
$
1.03
(10)
%
Organic net sales growth rate (a)
(1)
%
Adjusted operating profit (a)
865.3
(4)
%
17.8
%
(4)
%
Adjusted diluted earnings per share (a)
$
1.07
(2)
%
(2)
%
(a)
 
See the “Non-GAAP Measures” section below for our use of measures not defined by
 
GAAP.
Consolidated
net sales
 
were as follows:
 
Quarter Ended
Aug. 25, 2024
Aug. 25, 2024 vs.
 
Aug. 27, 2023
Aug. 27, 2023
Net sales (in millions)
$
4,848.1
(1)
%
$
4,904.7
Contributions from volume growth (a)
Flat
Net price realization and mix
(1)
pt
Foreign currency exchange
Flat
Note: Table may
 
not foot due to rounding.
(a)
 
Measured in tons based on the stated weight of our product shipments.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20
Net sales in
 
the first quarter
 
of fiscal 2025
 
decreased 1 percent
 
compared to the
 
same period in
 
fiscal 2024, driven
 
by unfavorable net
price realization and mix.
Components of organic net sales growth are shown in the following
 
table:
 
 
Quarter Ended Aug. 25, 2024 vs.
Quarter Ended Aug. 27, 2023
Contributions from organic volume growth (a)
Flat
Organic net price realization and mix
(1)
pt
Organic net sales growth
(1)
pt
Foreign currency exchange
Flat
Acquisition
Flat
Net sales growth
(1)
pt
Note: Table may
 
not foot due to rounding.
(a)
 
Measured in tons based on the stated weight of our product shipments.
Organic
 
net
 
sales
 
decreased
 
1
 
percent
 
in
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025
 
compared
 
to
 
the
 
same
 
period
 
in
 
fiscal
 
2024,
 
driven
 
by
unfavorable organic net price realization and mix.
Cost of
 
sales
increased $25
 
million to
 
$3,159 million
 
in the
 
first quarter
 
of fiscal
 
2025 compared
 
to the
 
same period
 
in fiscal
 
2024.
The increase included a
 
$7 million increase attributable
 
to volume and a $47
 
million decrease attributable to product
 
rate and mix. We
recorded a
 
$29 million net
 
increase in
 
cost of
 
sales related
 
to the
 
mark-to-market valuation
 
of certain
 
commodity positions
 
and grain
inventories
 
in
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025,
 
compared
 
to
 
a
 
$45 million
 
net
 
decrease
 
in
 
the
 
first
 
quarter
 
of
 
fiscal
 
2024.
 
We
 
also
recorded $1
 
million of
 
restructuring charges
 
in the first
 
quarter of
 
fiscal 2025
 
compared to
 
$9 million
 
of restructuring
 
charges and
 
$1
million of
 
restructuring initiative
 
project-related
 
costs in
 
cost of
 
sales in
 
the first
 
quarter of
 
fiscal 2024
 
(please refer
 
to Note
 
3 to
 
the
Consolidated Financial Statements in Part I, Item 1 of this report).
 
SG&A expenses
increased $16 million
 
to $855 million in
 
the first quarter
 
of fiscal 2025,
 
compared to the
 
same period in
 
fiscal 2024,
primarily driven
 
by increased
 
media and
 
advertising expenses.
 
SG&A expenses
 
as a
 
percent of
 
net sales
 
in the
 
first quarter
 
of fiscal
2025 increased 50 basis points compared to the first quarter of fiscal 2024.
Restructuring, impairment,
 
and other exit
 
costs
totaled $2 million
 
in the first
 
quarter of fiscal
 
2025,
 
compared to $1
 
million in the
same period last year (please refer to Note 3 to the Consolidated Financial
 
Statements in Part I, Item 1 of this report).
Benefit plan
 
non-service income
totaled $14 million
 
in the
 
first quarter
 
of fiscal
 
2025, compared
 
to $17 million
 
in the
 
same period
last year, primarily reflecting higher
 
amortization of losses.
 
Interest,
 
net
for
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025
 
totaled
 
$124 million,
 
up
 
$7 million
 
from
 
the
 
first
 
quarter
 
of
 
fiscal
 
2024,
 
primarily
driven by higher average long-term debt levels.
The
effective tax rate
 
for the first quarter of fiscal
 
2025 was 21.8 percent compared
 
to 20.9 percent for the first
 
quarter of fiscal 2024.
The
 
0.9
 
percentage
 
point
 
increase
 
was
 
primarily
 
due
 
to
 
certain
 
nonrecurring
 
discrete
 
tax benefits
 
in
 
the
 
first
 
quarter
 
of fiscal
 
2024,
partially
 
offset
 
by
 
favorable
 
earnings
 
mix
 
by
 
jurisdiction
 
in the
 
first
 
quarter
 
of
 
fiscal
 
2025.
 
Our
 
effective
 
tax
 
rate
 
excluding
 
certain
items affecting comparability was
 
21.9 percent in the first quarter
 
of fiscal 2025, compared to 21.1 percent
 
in the same period last year
(see the
 
“Non-GAAP Measures”
 
section below
 
for a
 
description of
 
our use
 
of measures
 
not defined
 
by GAAP).
 
The 0.8
 
percentage
point
 
increase
 
was
 
primarily
 
due
 
to
 
certain
 
nonrecurring
 
discrete
 
tax
 
benefits
 
in
 
the
 
first
 
quarter
 
of
 
fiscal
 
2024,
 
partially
 
offset
 
by
favorable earnings mix by jurisdiction in the first quarter of fiscal 2025.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21
After-tax earnings
 
from
 
joint ventures
 
for the
 
first quarter
 
of fiscal
 
2025
decreased to
 
$19 million compared
 
to $24 million
 
in the
same period in fiscal 2024, primarily
 
due to favorable discrete tax items
 
in the first quarter of fiscal 2024,
 
higher SG&A expenses, and
a
 
decrease
 
in
 
volume
 
at
 
Cereal
 
Partners
 
Worldwide
 
(CPW),
 
partially
 
offset
 
by
 
favorable
 
net
 
price
 
realization
 
and
 
mix at
 
CPW
 
and
lower
 
SG&A
 
expenses
 
at
 
Häagen-Dazs
 
Japan,
 
Inc.
 
(HDJ).
 
On
 
a
 
constant-currency
 
basis,
 
after-tax
 
earnings
 
from
 
joint
 
ventures
decreased 14 percent (see the “Non-GAAP Measures” section below for
 
a description of our use of measures not defined by GAAP).
 
The components of our joint ventures’ net sales growth are shown in the following
 
table:
 
Quarter Ended Aug. 25, 2024 vs.
Quarter Ended Aug. 27, 2023
CPW
HDJ
Total
Contributions from volume growth (a)
(2)
pts
1
pt
Net price realization and mix
3
pts
(1)
pt
Net sales growth in constant currency
1
pt
Flat
1
pt
Foreign currency exchange
(4)
pts
(8)
pts
(5)
pts
Net sales growth
(4)
pts
(8)
pts
(4)
pts
Note: Table may
 
not foot due to rounding.
(a)
 
Measured in tons based on the stated weight of our product shipments.
Average
 
diluted
 
shares
 
outstanding
decreased
 
by
 
28
 
million
 
in
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025
 
from
 
the
 
same
 
period
 
a
 
year
 
ago
primarily due to share repurchases, partially offset by option
 
exercises.
SEGMENT OPERATING
 
RESULTS
Our
 
businesses
 
are
 
organized
 
into
 
four
 
operating
 
segments:
 
North
 
America
 
Retail,
 
International,
 
North
 
America
 
Pet,
 
and
 
North
America Foodservice. Please refer
 
to Note 17 of the
 
Consolidated Financial Statements in
 
Part I, Item 1 of
 
this report for a description
of our operating segments.
North America Retail Segment Results
North America Retail net sales were as follows:
 
Quarter Ended
Aug. 25,
2024
Aug. 25, 2024 vs
Aug. 27, 2023
Aug. 27,
2023
Net sales (in millions)
$
3,016.6
(2)
%
$
3,073.0
Contributions from volume growth (a)
(3)
pts
Net price realization and mix
1
pt
Foreign currency exchange
Flat
Note: Table may
 
not foot due to rounding.
(a)
 
Measured in tons based on the stated weight of our product shipments.
North
 
America
 
Retail
 
net
 
sales
 
decreased
 
2
 
percent
 
in
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025
 
compared
 
to
 
the
 
same
 
period
 
in
 
fiscal
 
2024,
driven by a decrease in contributions from volume growth, partially offset
 
by favorable net price realization and mix.
The components of North America Retail organic net
 
sales growth are shown in the following table:
 
Quarter Ended
Aug. 25, 2024
Contributions from organic volume growth (a)
(3)
pts
Organic net price realization and mix
1
pt
Organic net sales growth
(2)
pts
Foreign currency exchange
Flat
Net sales growth
(2)
pts
Note: Table may
 
not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22
North
 
America
 
Retail organic
 
net sales
 
decreased
 
2 percent
 
in the
 
first quarter
 
of fiscal
 
2025
 
compared to
 
the same
 
period in
 
fiscal
2024, driven by a decrease
 
in contributions from organic
 
volume growth, partially offset
 
by favorable organic net
 
price realization and
mix.
North America Retail net sales percentage change by operating unit are shown
 
in the following table:
 
Quarter Ended
Aug. 25, 2024
U.S. Snacks
(5)
%
U.S. Morning Foods
(3)
%
Canada (a)
3
%
U.S. Meals & Baking Solutions
Flat
Total
(2)
%
(a)
 
On a constant-currency
 
basis, Canada net
 
sales increased 6 percent
 
in the first quarter
 
of fiscal 2025 compared
 
to the same period
in fiscal 2024. See the “Non-GAAP Measures” section below for our use of
 
this measure not defined by GAAP.
Segment operating
 
profit decreased 7
 
percent to $746 million
 
in the first quarter
 
of fiscal 2025,
 
compared to $798 million
 
in the same
period in
 
fiscal 2024,
 
primarily driven
 
by higher
 
input costs
 
and a
 
decrease in
 
contributions from
 
volume growth,
 
partially offset
 
by
favorable net
 
price realization
 
and mix.
 
Segment operating
 
profit decreased
 
6 percent
 
on a constant
 
-currency basis
 
in the
 
first quarter
of fiscal 2025,
 
compared to the
 
same period in
 
fiscal 2024 (see
 
the “Non-GAAP
 
Measures” section below
 
for our use
 
of this measure
not defined by GAAP).
International Segment Results
International net sales were as follows:
 
Quarter Ended
Aug. 25,
2024
Aug. 25, 2024 vs
Aug. 27, 2023
Aug. 27,
2023
Net sales (in millions)
$
717.0
Flat
$
715.8
Contributions from volume growth (a)
8
pts
Net price realization and mix
(6)
pts
Foreign currency exchange
(2)
pts
Note: Table may
 
not foot due to rounding.
(a)
 
Measured in tons based on the stated weight of our product shipments.
International net sales in the first quarter of fiscal 2025 essentially matched
 
the same period in fiscal 2024.
The components of International organic net sales growth
 
are shown in the following table:
 
Quarter Ended
Aug. 25, 2024
Contributions from organic volume growth (a)
6
pts
Organic net price realization and mix
(7)
pts
Organic net sales growth
(1)
pt
Foreign currency exchange
(2)
pts
Acquisition (b)
3
pts
Net sales growth
Flat
Note: Table may
 
not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Acquisition of a pet food business in Europe in fiscal 2024. Please see Note 2 to
 
the Consolidated Financial Statements in Part I,
 
Item 1 of this report.
International
 
organic
 
net
 
sales
 
decreased
 
1
 
percent
 
in
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025,
 
compared
 
to
 
the
 
same
 
period
 
in
 
fiscal
 
2024,
driven
 
by
 
unfavorable
 
organic
 
net
 
price
 
realization
 
and
 
mix,
 
partially
 
offset
 
by
 
an
 
increase
 
in
 
contributions
 
from
 
organic
 
volume
growth.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23
Segment operating
 
profit decreased
 
58 percent
 
to $21 million
 
in the
 
first quarter
 
of fiscal
 
2025, compared
 
to $50 million
 
in the
 
same
period
 
in
 
fiscal
 
2024,
 
primarily
 
driven
 
by unfavorable
 
net price
 
realization
 
and
 
mix
 
and higher
 
SG&A
 
expenses,
 
partially
 
offset
 
by
lower input
 
costs and an
 
increase in contributions
 
from volume growth.
 
Segment operating
 
profit decreased 64
 
percent on a
 
constant-
currency basis
 
in the first
 
quarter of
 
fiscal 2025,
 
compared to
 
the same
 
period in
 
fiscal 2024 (see
 
the “Non-GAAP
 
Measures” section
below for our use of this measure not defined by GAAP).
North America Pet Segment Results
North America Pet net sales were as follows:
 
Quarter Ended
Aug. 25,
2024
Aug. 25, 2024 vs
Aug. 27, 2023
Aug. 27,
2023
Net sales (in millions)
$
576.1
(1)
%
$
579.9
Contributions from volume growth (a)
3
pts
Net price realization and mix
(3)
pts
Foreign currency exchange
Flat
Note: Table may
 
not foot due to rounding.
(a)
 
Measured in tons based on the stated weight of our product shipments.
North America Pet
 
net sales decreased
 
1 percent in
 
the first quarter
 
of fiscal 2025,
 
compared to the
 
same period in
 
fiscal 2024, driven
by unfavorable net price realization and mix, partially offset by
 
an increase in contributions from volume growth.
The components of North America Pet organic net sales growth are
 
shown in the following table:
 
Quarter Ended
Aug. 25, 2024
Contributions from organic volume growth (a)
3
pts
Organic net price realization and mix
(3)
pts
Organic net sales growth
(1)
pt
Foreign currency exchange
Flat
Net sales growth
(1)
pt
Note: Table may
 
not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
North America Pet organic
 
net sales decreased 1 percent
 
in the first quarter of fiscal 2025, compared
 
to the same period in fiscal
 
2024,
driven
 
by
 
unfavorable
 
organic
 
net
 
price
 
realization
 
and
 
mix,
 
partially
 
offset
 
by
 
an
 
increase
 
in
 
contributions
 
from
 
organic
 
volume
growth.
Segment operating
 
profit increased 7
 
percent to $119
 
million in the
 
first quarter of
 
fiscal 2025,
 
compared to $111
 
million in the
 
same
period in
 
fiscal 2024,
 
primarily driven
 
by lower
 
input costs
 
and an
 
increase in
 
contributions from
 
volume growth,
 
partially offset
 
by
unfavorable
 
net
 
price
 
realization
 
and
 
mix
 
and
 
higher
 
SG&A expenses
 
.
 
Segment
 
operating
 
profit
 
increased
 
7
 
percent
 
on
 
a
 
constant-
currency basis
 
in the first
 
quarter of
 
fiscal 2025,
 
compared to
 
the same
 
period in
 
fiscal 2024 (see
 
the “Non-GAAP
 
Measures” section
below for our use of this measure not defined by GAAP).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
24
North America Foodservice Segment Results
North America Foodservice net sales were as follows:
 
Quarter Ended
Aug. 25,
2024
Aug. 25, 2024 vs
Aug. 27, 2023
Aug. 27,
2023
Net sales (in millions)
$
536.2
Flat
$
536.0
Contributions from volume growth (a)
Flat
Net price realization and mix
Flat
Foreign currency exchange
Flat
Note: Table may
 
not foot due to rounding.
(a)
 
Measured in tons based on the stated weight of our product shipments.
North America Foodservice net sales in the first quarter of fiscal 2025 essentially
 
matched the same period in fiscal 2024.
The components of North America Foodservice organic
 
net sales growth are shown in the following table:
 
Quarter Ended
Aug. 25, 2024
Contributions from organic volume growth (a)
Flat
Organic net price realization and mix
Flat
Organic net sales growth
Flat
Foreign currency exchange
Flat
Net sales growth
Flat
Note: Table may
 
not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
North America Foodservice organic net sales in the
 
first quarter of fiscal 2025 essentially matched the same period in fiscal 2024.
Segment operating
 
profit increased
 
21 percent
 
to $72
 
million in
 
the first
 
quarter of
 
fiscal 2025,
 
compared to
 
$59 million in
 
the same
period
 
in
 
fiscal
 
2024,
 
primarily
 
driven
 
by
 
lower
 
input
 
costs.
 
Segment
 
operating
 
profit
 
increased
 
21
 
percent
 
on
 
a
 
constant-currency
basis in the first
 
quarter of fiscal
 
2025,
 
compared to the
 
same period in
 
fiscal 2024 (see
 
the “Non-GAAP Measures”
 
section below for
our use of this measure not defined by GAAP).
UNALLOCATED
 
CORPORATE
 
ITEMS
Unallocated corporate
 
expenses totaled $124
 
million in the
 
first quarter
 
of fiscal 2025,
 
compared to
 
$87 million in the
 
same period
 
in
fiscal
 
2024.
 
In
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025,
 
we
 
recorded
 
a
 
$29 million
 
net
 
increase
 
in
 
expense
 
related
 
to
 
the
 
mark-to-market
valuation of certain
 
commodity positions and
 
grain inventories, compared
 
to a $45 million
 
net decrease in
 
expense in the
 
same period
last year.
 
Certain compensation
 
and benefits
 
expenses decreased
 
in the
 
first quarter
 
of fiscal
 
2025
 
compared to
 
the same
 
period last
year.
 
We
 
recorded
 
$1
 
million
 
of
 
restructuring
 
charges
 
in
 
cost
 
of
 
sales in
 
the
 
first quarter
 
of
 
fiscal
 
2025,
 
compared
 
to $9
 
million
 
of
restructuring
 
charges
 
in
 
cost
 
of
 
sales
 
in
 
the
 
same
 
period
 
last
 
year.
 
We
 
recorded
 
$3 million
 
of
 
net
 
losses
 
related
 
to
 
valuation
adjustments on certain corporate investments
 
in the first quarter of fiscal 2024.
 
In addition, we recorded $2 million
 
of integration costs
in the first quarter of fiscal 2025 related to our acquisition of a pet food business in
 
Europe in fiscal 2024.
LIQUIDITY
 
AND CAPITAL
 
RESOURCES
During the first quarter of
 
fiscal 2025,
 
cash provided by operations was $624 million
 
compared to $378 million in the same
 
period last
year.
 
The $246
 
million increase
 
was primarily
 
driven by
 
a $350
 
million
 
change in
 
current assets
 
and
 
liabilities, partially
 
offset
 
by a
$97 million
 
decrease in
 
net earnings.
 
The $350
 
million change
 
in current
 
assets and
 
liabilities is
 
primarily
 
driven by
 
a $367
 
million
change in the timing of accounts payable.
Cash used by investing activities during the first quarter
 
of fiscal 2025 was $148 million compared to $136 million
 
for the same period
in
 
fiscal
 
2024.
 
During
 
the
 
first quarter
 
of
 
fiscal
 
2025,
 
we
 
paid
 
$8
 
million
 
related
 
to
 
a purchase
 
price
 
holdback
 
after certain
 
closing
conditions
 
were met
 
for the
 
acquisition of
 
a pet
 
food business
 
in Europe
 
in the
 
fourth
 
quarter of
 
fiscal 2024.
 
In addition,
 
during the
first quarter
 
of fiscal
 
2025, we
 
spent $140
 
million on
 
purchases of
 
land, buildings,
 
and equipment
 
in the
 
first quarter
 
of fiscal
 
2025,
compared to $142 million in the same period last year.
 
 
 
 
 
 
 
 
 
 
 
 
 
25
Cash used by financing
 
activities during the first
 
quarter of fiscal 2025
 
was $429 million compared
 
to $334 million in the same
 
period
in
 
fiscal
 
2024.
 
We
 
had
 
$238
 
million
 
of
 
net
 
debt
 
issuances
 
in
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025,
 
compared
 
to
 
$552
 
million
 
of net
 
debt
issuances in the same period
 
a year ago. We
 
paid $300 million for purchases
 
of common stock for
 
treasury in the first quarter
 
of fiscal
2025,
 
compared to $500 million in the
 
same period in fiscal 2024. In
 
addition, we paid $338 million of dividends
 
in the first quarter of
fiscal 2025, compared to $348 million in the same period last year.
As of August
 
25, 2024, we had
 
$414 million of cash
 
and cash equivalents
 
in foreign jurisdictions. In
 
anticipation of repatriating
 
funds
from foreign
 
jurisdictions, we
 
record local
 
country withholding
 
taxes on
 
our international
 
earnings, as
 
applicable. We
 
may repatriate
our
 
cash
 
and
 
cash
 
equivalents
 
held
 
by
 
our
 
foreign
 
subsidiaries
 
without
 
such
 
funds
 
being
 
subject
 
to
 
further
 
U.S.
 
income
 
tax
liability. Earnings
 
prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested in
 
those jurisdictions.
The following table details the fee-paid committed and uncommitted credit
 
lines we had available as of August 25, 2024:
 
In Billions
Facility
 
Amount
Borrowed
Amount
Committed credit facility expiring April 2026
$
2.7
$
-
Uncommitted credit facilities
0.7
-
Total committed
 
and uncommitted credit facilities
$
3.4
$
-
To ensure availability
 
of funds, we maintain bank credit lines and have commercial paper programs
 
available to us in the United States
and Europe.
Certain
 
of
 
our
 
long-term
 
debt
 
agreements,
 
our
 
credit
 
facilities,
 
and
 
our
 
noncontrolling
 
interests
 
contain
 
restrictive
 
covenants.
 
As
 
of
August 25, 2024, we were in compliance with all of these covenants.
 
We
 
have
 
$1,640
 
million
 
of
 
long-term
 
debt
 
maturing
 
in
 
the
 
next
 
12
 
months
 
that
 
is
 
classified
 
as
 
current,
 
including
 
€750
 
million
 
of
floating-rate notes
 
due November
 
8, 2024,
 
and $800
 
million of
 
4.0 percent
 
fixed-rate notes
 
due April
 
17, 2025.
 
We
 
believe that
 
cash
flows from
 
operations, together
 
with available
 
short-
 
and long-term
 
debt financing,
 
will be adequate
 
to meet
 
our liquidity
 
and capital
needs for at least the next 12 months.
The
 
third-party
 
holder
 
of
 
the
 
General
 
Mills
 
Cereals,
 
LLC
 
(GMC)
 
Class A
 
Interests
 
receives
 
quarterly
 
preferred
 
distributions
 
from
available net
 
income based
 
on the application
 
of a
 
floating preferred
 
return rate
 
to the
 
holder’s capital
 
account balance
 
established in
the most recent mark-to-market valuation
 
(currently $252 million). On June 1, 2024,
 
the floating preferred return rate on GMC’s
 
Class
A Interests was reset to the
 
sum of the three-month Term
 
SOFR plus 261 basis points.
 
The preferred return rate is adjusted
 
every three
years through a negotiated agreement with the Class A Interest holder
 
or through a remarketing auction.
 
We
 
have an option
 
to purchase the
 
Class A Interests for
 
consideration equal to
 
the then current
 
capital account value,
 
plus any unpaid
preferred return
 
and the
 
prescribed make-whole
 
amount. If
 
we purchase
 
these interests,
 
any change
 
in the
 
third-party holder’s
 
capital
account
 
from
 
its
 
original
 
value
 
will
 
be
 
charged
 
directly
 
to
 
retained
 
earnings
 
and
 
will
 
increase
 
or
 
decrease
 
the
 
net
 
earnings
 
used
 
to
calculate EPS in that period.
 
CRITICAL ACCOUNTING ESTIMATES
Our significant accounting policies are described in Note 2
 
to the Consolidated Financial Statements included in
 
our Annual Report on
Form
 
10-K for
 
the fiscal
 
year ended
 
May 26,
 
2024. The
 
accounting policies
 
used in
 
preparing our
 
interim fiscal
 
2025 Consolidated
Financial Statements are the
 
same as those described
 
in our Form 10-K.
 
Please see Note 1 to
 
the Consolidated Financial Statements
 
in
Part I, Item 1 of this report for additional information.
Our
 
critical
 
accounting
 
estimates
 
are
 
those
 
that
 
have
 
meaningful
 
impact
 
on
 
the
 
reporting
 
of
 
our
 
financial
 
condition
 
and
 
results
 
of
operations.
 
These estimates
 
include
 
our accounting
 
for revenue
 
recognition,
 
valuation of
 
long-lived
 
assets, intangible
 
assets, income
taxes,
 
and
 
defined
 
benefit
 
pension,
 
other
 
postretirement
 
benefit,
 
and
 
postemployment
 
benefit
 
plans.
 
The
 
assumptions
 
and
methodologies
 
used
 
in
 
the
 
determination
 
of
 
those
 
estimates
 
as
 
of
 
August
 
25,
 
2024,
 
are
 
the
 
same
 
as
 
those
 
described
 
in
 
our
 
Annual
Report on Form 10-K for the fiscal year ended May 26, 2024.
Our
 
annual
 
goodwill
 
and
 
indefinite-lived
 
intangible
 
assets
 
impairment
 
test
 
was
 
performed
 
on
 
the
 
first
 
day
 
of
 
the
 
second
 
quarter
 
of
fiscal 2024. As a
 
result of lower future profitability
 
projections for our Latin
 
America reporting unit, we
 
determined that the
 
fair value
of
 
the
 
reporting
 
unit
 
was
 
less
 
than
 
its
 
book
 
value
 
and
 
recorded
 
a
 
$117
 
million
 
non-cash
 
goodwill
 
impairment
 
charge.
 
In
 
addition,
during the
 
fourth quarter
 
of fiscal
 
2024, we
 
executed our
 
fiscal 2025
 
planning process
 
and preliminary
 
long-range planning
 
process,
which resulted in
 
lower future sales and
 
profitability projections for
 
the businesses supporting
 
our
Top
 
Chews
,
True Chews
, and
EPIC
brand intangible assets.
 
As a result of
 
this triggering event,
 
we performed an
 
interim impairment assessment
 
of these assets
 
as of May
 
26
26, 2024,
 
and determined
 
that the
 
fair value
 
of these
 
brand intangible
 
assets no
 
longer exceeded
 
the carrying
 
values of
 
the respective
assets, resulting
 
in $103
 
million of
 
non-cash impairment
 
charges. We
 
recorded impairment
 
charges in
 
restructuring, impairment,
 
and
other exit
 
costs in
 
our Consolidated
 
Statements of
 
Earnings. Our
 
estimates of
 
the fair
 
values were
 
determined based
 
on a
 
discounted
cash flow model
 
using inputs which
 
included our long-range
 
cash flow projections
 
for the businesses,
 
royalty rates, weighted
 
-average
cost of capital rates, and tax rates. The fair values
 
are Level 3 assets in the fair value hierarchy.
All other intangible
 
asset fair values
 
were substantially
 
in excess of
 
the carrying
 
values, except for
 
the
Uncle Toby’s
 
brand intangible
asset. In
 
addition,
 
while having
 
significant
 
coverage as
 
of our
 
fiscal 2024
 
assessment date,
 
the
Progresso
,
Nudges
, and
True
 
Chews
brand intangible assets had risk of decreasing coverage. We
 
will continue to monitor these businesses for potential impairment.
RECENTLY
 
ISSUED ACCOUNTING PRONOUNCEMENTS
In March 2024, the Securities
 
and Exchange Commission (SEC)
 
issued final rules on the
 
enhancement and standardization
 
of climate-
related disclosures. The rules require
 
disclosure of, among other things:
 
material climate-related risks; activities
 
to mitigate or adapt
 
to
such
 
risks;
 
governance
 
and
 
management
 
of
 
such
 
risks;
 
and
 
material
 
greenhouse
 
gas
 
(GHG)
 
emissions
 
from
 
operations
 
owned
 
or
controlled
 
(Scope
 
1)
 
and/or
 
indirect
 
emissions
 
from
 
purchased
 
energy
 
consumed
 
in
 
operations
 
(Scope
 
2).
 
Additionally,
 
the
 
rules
require disclosure
 
in the
 
notes to
 
the financial
 
statements of
 
the effects
 
of severe
 
weather events
 
and other
 
natural conditions,
 
subject
to
 
certain
 
materiality
 
thresholds.
 
The
 
SEC
 
has
 
issued
 
a
 
stay
 
on
 
the
 
final
 
rules
 
due
 
to
 
litigation
 
and
 
the
 
effective
 
date
 
is
 
delayed
indefinitely. We
 
are in the process of analyzing the impact of the rules on our disclosures.
In December 2023, the
 
Financial Accounting Standards Board
 
(FASB) issued
 
Accounting Standards Update (ASU)
 
2023-09 requiring
enhanced
 
income
 
tax
 
disclosures.
 
The
 
ASU
 
requires
 
disclosure
 
of
 
specific
 
categories
 
and
 
disaggregation
 
of
 
information
 
in
 
the
 
rate
reconciliation table. The
 
ASU also requires
 
disclosure of disaggregated
 
information related to
 
income taxes paid,
 
income or loss
 
from
continuing
 
operations
 
before
 
income
 
tax
 
expense
 
or
 
benefit,
 
and
 
income
 
tax
 
expense
 
or
 
benefit
 
from
 
continuing
 
operations.
 
The
requirements
 
of
 
the
 
ASU
 
are
 
effective
 
for
 
annual
 
periods
 
beginning
 
after
 
December
 
15,
 
2024,
 
which
 
for
 
us
 
is
 
fiscal
 
2026.
 
Early
adoption is permitted
 
and the amendments
 
should be applied
 
on a prospective
 
basis. Retrospective application
 
is permitted. We
 
are in
the process of analyzing the impact of the ASU on our related disclosures.
In
 
November
 
2023,
 
the
 
FASB
 
issued
 
ASU
 
2023-07
 
requiring
 
enhanced
 
segment
 
disclosures.
 
The
 
ASU
 
requires
 
disclosure
 
of
significant
 
segment
 
expenses
 
regularly
 
provided
 
to
 
the
 
chief
 
operating
 
decision
 
maker
 
(CODM)
 
included
 
within
 
segment
 
operating
profit
 
or
 
loss.
 
Additionally,
 
the
 
ASU
 
requires
 
a
 
description
 
of
 
how
 
the
 
CODM
 
utilizes
 
segment
 
operating
 
profit
 
or
 
loss
 
to
 
assess
segment performance.
 
The requirements
 
of the
 
ASU are effective
 
for annual
 
periods beginning
 
after December
 
15, 2023,
 
and interim
periods within
 
fiscal years
 
beginning after
 
December 15,
 
2024. For
 
us, annual
 
reporting requirements
 
will be
 
effective for
 
our fiscal
2025 and
 
interim reporting
 
requirements will
 
be effective
 
beginning with
 
our first
 
quarter of
 
fiscal 2026.
 
Early adoption
 
is permitted
and retrospective
 
application is
 
required
 
for all
 
periods presented.
 
We
 
are in
 
the process
 
of analyzing
 
the impact
 
of the
 
ASU on
 
our
related disclosures.
 
 
 
 
 
 
 
 
27
NON-GAAP MEASURES
We
 
have
 
included
 
in
 
this
 
report
 
measures
 
of
 
financial
 
performance
 
that
 
are not
 
defined
 
by
 
GAAP.
 
We
 
believe
 
that
 
these
 
measures
provide useful information to investors, and include these measures in other
 
communications to investors.
For each
 
of these
 
non-GAAP financial
 
measures, we
 
are providing
 
below a
 
reconciliation of
 
the differences
 
between the
 
non-GAAP
measure and the most
 
directly comparable GAAP measure,
 
an explanation of why
 
we believe the non-GAAP
 
measure provides useful
information to
 
investors, and
 
any additional
 
material purposes
 
for which
 
our management
 
or Board
 
of Directors
 
uses the
 
non-GAAP
measure. These non-GAAP measures should be viewed in addition to, and not
 
in lieu of, the comparable GAAP measure.
Significant Items Impacting Comparability
Several
 
measures
 
below
 
are
 
presented
 
on
 
an
 
adjusted
 
basis.
 
The
 
adjustments
 
are
 
either
 
items
 
resulting
 
from
 
infrequently
 
occurring
events or items that, in management’s
 
judgment, significantly affect the year-to-year
 
assessment of operating results.
 
The following are descriptions of significant items impacting comparability
 
of our results.
 
Mark-to-market effects
Net
 
mark-to-market
 
valuation
 
of
 
certain
 
commodity
 
positions
 
recognized
 
in
 
unallocated
 
corporate
 
items.
 
Please
 
see
 
Note
 
6
 
to
 
the
Consolidated Financial Statements in Part I, Item 1 of this report.
Restructuring charges and project-related costs
Restructuring charges and
 
project-related costs related to previously
 
announced restructuring actions recorded
 
in fiscal 2025 and fiscal
2024. Please see Note 3 to the Consolidated Financial Statements in Part I, Item 1
 
of this report.
Acquisition integration costs
Integration
 
costs
 
related
 
to
 
the
 
acquisition
 
of
 
a
 
pet
 
food
 
business
 
in
 
Europe
 
recorded
 
in
 
fiscal
 
2025.
 
Integration
 
costs
 
primarily
resulting from the acquisition of TNT Crust recorded in fiscal 2024.
 
Please see Note 2 to the Consolidated Financial Statements in Part
I, Item 1 of this report.
Investment activity, net
Valuation
 
adjustments of certain corporate investments in fiscal 2025 and fiscal 2024.
 
Product recall
Costs related to the fiscal 2023 voluntary recall of certain international
Häagen-Dazs
 
ice cream products.
 
Organic Net Sales Growth Rates
We
 
provide organic
 
net sales
 
growth rates
 
for our
 
consolidated net
 
sales and
 
segment net
 
sales. This
 
measure is
 
used in
 
reporting to
our
 
Board
 
of
 
Directors
 
and
 
executive
 
management
 
and
 
as
 
a
 
component
 
of
 
the
 
measurement
 
of
 
our
 
performance
 
for
 
incentive
compensation purposes.
 
We
 
believe that
 
organic net
 
sales growth
 
rates provide
 
useful information
 
to investors
 
because they
 
provide
transparency
 
to
 
underlying
 
performance
 
in
 
our
 
net
 
sales
 
by
 
excluding
 
the
 
effect
 
that
 
foreign
 
currency
 
exchange
 
rate
 
fluctuations,
acquisitions, divestitures,
 
and a 53
rd
 
week, when applicable,
 
have on year-to-year comparability.
 
A reconciliation of
 
these measures to
reported net
 
sales growth
 
rates, the
 
relevant GAAP
 
measures, are
 
included in
 
our Consolidated
 
Results of
 
Operations and
 
Results of
Segment Operations discussions in the MD&A above.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
28
Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating
 
Profit Margin)
We believe
 
this measure provides useful information
 
to investors because it is important
 
for assessing our operating profit margin
 
on a
comparable basis.
Our adjusted operating profit margins are calculated as follows:
Quarter Ended
Aug. 25, 2024
Aug. 27, 2023
In Millions
Value
Percent of
Net Sales
Value
 
Percent of
Net Sales
Operating profit as reported
$
831.5
17.2
%
$
930.0
19.0
%
Mark-to-market effects
28.8
0.6
%
(44.9)
(0.9)
%
Restructuring charges
2.9
0.1
%
9.8
0.2
%
Acquisition integration costs
1.6
-
%
0.2
-
%
Investment activity, net
0.4
-
%
2.9
0.1
%
Project-related costs
0.1
-
%
0.8
-
%
Product recall
-
-
%
0.2
-
%
Adjusted operating profit
$
865.3
17.8
%
$
899.0
18.3
%
Note: Table may not foot due to rounding.
 
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.
Adjusted Operating Profit and Related Constant-currency Growth Rate
This measure is used in reporting
 
to our Board of Directors and
 
executive management and as a
 
component of the measurement of
 
our
performance for
 
incentive compensation purposes.
 
We
 
believe that
 
this measure provides
 
useful information
 
to investors because
 
it is
the
 
operating
 
profit
 
measure
 
we
 
use
 
to
 
evaluate
 
operating
 
profit
 
performance
 
on
 
a
 
comparable
 
year-to-year
 
basis.
 
Additionally,
 
the
measure
 
is
 
evaluated
 
on
 
a
 
constant-currency
 
basis
 
by
 
excluding
 
the
 
effect
 
that
 
foreign
 
currency
 
exchange
 
rate
 
fluctuations
 
have
 
on
year-to-year comparability given the volatility in foreign
 
currency exchange rates.
 
Our adjusted operating profit growth on a constant-currency basis is calculated
 
as follows:
 
Quarter Ended
Aug. 25, 2024
Aug. 27, 2023
Change
Operating profit as reported
$
831.5
$
930.0
(11)
%
Mark-to-market effects
28.8
(44.9)
Restructuring charges
2.9
9.8
Acquisition integration costs
1.6
0.2
Investment activity, net
0.4
2.9
Project-related costs
0.1
0.8
Product recall
-
0.2
Adjusted operating profit
$
865.3
$
899.0
(4)
%
Foreign currency exchange impact
Flat
Adjusted operating profit growth, on a constant-currency basis
(4)
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
29
Adjusted Diluted EPS and Related Constant-currency Growth Rate
This measure
 
is used in
 
reporting to
 
our Board of
 
Directors and executive
 
management. We
 
believe that
 
this measure provides
 
useful
information to
 
investors because it
 
is the profitability
 
measure we use
 
to evaluate earnings
 
performance on
 
a comparable year-to-year
basis.
The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted
 
EPS and the related constant-currency growth rates follows:
 
Quarter Ended
Per Share Data
Aug. 25, 2024
Aug. 27, 2023
Change
Diluted earnings per share, as reported
$
1.03
$
1.14
(10)
%
Mark-to-market effects
0.04
(0.06)
Restructuring charges
-
0.01
Adjusted diluted earnings per share
$
1.07
$
1.09
(2)
%
Foreign currency exchange impact
Flat
Adjusted diluted earnings per share growth, on a constant-currency
 
basis
(2)
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.
See our reconciliation
 
below of the effective
 
income tax rate as
 
reported to the adjusted
 
effective income tax
 
rate for the tax
 
impact of
each item affecting comparability.
Constant-currency After-tax Earnings from Joint Ventures
 
Growth Rates
 
We
 
believe that
 
this measure
 
provides useful
 
information to
 
investors because
 
it provides
 
transparency to
 
underlying performance
 
of
our joint
 
ventures by
 
excluding the
 
effect
 
that foreign
 
currency exchange
 
rate fluctuations
 
have on
 
year-to-year
 
comparability given
volatility in foreign currency exchange markets.
 
After-tax earnings from joint ventures growth rates on a constant-currency
 
basis are calculated as follows:
 
Percentage Change in
After-Tax
 
Earnings from Joint
Ventures
 
as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in After-Tax
Earnings from Joint Ventures
on Constant-Currency Basis
Quarter Ended Aug. 25, 2024
(18)
%
(4)
pts
(14)
%
Note: Table may not foot due to rounding.
Net Sales Growth Rates for Our Canada Operating Unit on Constant-currency
 
Basis
 
We
 
believe
 
that
 
this
 
measure
 
of
 
our
 
Canada
 
operating
 
unit
 
net
 
sales
 
provides
 
useful
 
information
 
to
 
investors
 
because
 
it
 
provides
transparency to
 
the underlying
 
performance for
 
the Canada operating
 
unit within our
 
North America Retail
 
segment by
 
excluding the
effect
 
that
 
foreign
 
currency
 
exchange
 
rate
 
fluctuations
 
have
 
on
 
year-to-year
 
comparability
 
given
 
volatility
 
in
 
foreign
 
currency
exchange markets.
Net sales growth rates for our Canada operating unit on a constant-currency
 
basis are calculated as follows:
 
Percentage Change in
Net Sales
as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in
Net Sales on Constant-
Currency Basis
Quarter Ended Aug. 25, 2024
3
%
(3)
pts
6
%
Note: Table may not foot due to rounding.
Constant-currency Segment Operating Profit Growth Rates
 
We
 
believe that
 
this measure
 
provides useful
 
information to
 
investors because
 
it provides
 
transparency to
 
underlying performance
 
of
our
 
segments
 
by
 
excluding
 
the
 
effect
 
that
 
foreign
 
currency
 
exchange
 
rate
 
fluctuations
 
have
 
on
 
year-to-year
 
comparability
 
given
volatility in foreign currency exchange markets.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30
Our segments’ operating profit growth rates on a constant-currency
 
basis are calculated as follows:
 
Quarter Ended Aug. 25, 2024
Percentage Change in
Operating Profit
as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in Operating
Profit on Constant-Currency
Basis
North America Retail
(7)
%
Flat
(6)
%
International
(58)
%
6
pts
(64)
%
North America Pet
7
%
Flat
7
%
North America Foodservice
21
%
Flat
21
%
Note: Table may not foot due to rounding.
Adjusted Effective Income Tax
 
Rates
 
We
 
believe
 
this
 
measure
 
provides
 
useful
 
information
 
to
 
investors
 
because
 
it
 
presents
 
the
 
adjusted
 
effective
 
income
 
tax
 
rate
 
on
 
a
comparable year-to-year basis.
 
Adjusted effective income tax rates are calculated as follows:
 
 
Quarter Ended
 
Aug. 25, 2024
Aug. 27, 2023
In Millions
(Except Per Share Data)
Pretax
Earnings
(a)
Income
Taxes
Pretax
Earnings
(a)
Income
Taxes
As reported
$
721.8
$
157.4
$
830.0
$
173.2
Mark-to-market effects
28.8
6.6
(44.9)
(10.3)
Restructuring charges
2.9
0.7
9.8
4.7
Acquisition integration costs
1.6
0.4
0.2
0.1
Investment activity, net
0.4
0.1
2.9
1.0
Project-related costs
0.1
-
0.8
0.3
Product recall
-
-
0.2
0.1
As adjusted
$
755.6
$
165.3
$
799.1
$
169.0
Effective tax rate:
As reported
21.8%
20.9%
As adjusted
21.9%
21.1%
Sum of adjustments to income taxes
$
7.8
$
(4.3)
Average number
 
of common shares - diluted EPS
563.8
591.4
Impact of income tax adjustments on adjusted diluted EPS
$
(0.01)
$
0.01
Note: Table may not foot due to rounding.
(a)
Earnings before income taxes and after-tax earnings from joint ventures.
 
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.
31
Glossary
AOCI
. Accumulated other comprehensive income (loss).
Adjusted diluted EPS.
 
Diluted EPS adjusted for certain items affecting year-to-year
 
comparability.
Adjusted operating profit.
 
Operating profit adjusted for certain items affecting year-to-year
 
comparability.
Adjusted operating profit
 
margin.
Operating profit adjusted
 
for certain items
 
affecting year-over-year
 
comparability,
 
divided by net
sales.
Constant currency.
 
Financial results
 
translated to
 
United States
 
dollars using
 
constant foreign
 
currency exchange
 
rates based
 
on the
rates
 
in
 
effect
 
for
 
the
 
comparable
 
prior-year
 
period.
 
To
 
present
 
this
 
information,
 
current
 
period
 
results
 
for
 
entities
 
reporting
 
in
currencies other
 
than United
 
States dollars
 
are translated
 
into United
 
States dollars
 
at the
 
average exchange
 
rates in
 
effect during
 
the
corresponding
 
period
 
of
 
the
 
prior
 
fiscal
 
year,
 
rather
 
than
 
the
 
actual
 
average
 
exchange
 
rates
 
in
 
effect
 
during
 
the
 
current
 
fiscal
 
year.
Therefore,
 
the
 
foreign
 
currency
 
impact
 
is
 
equal
 
to
 
current
 
year
 
results
 
in
 
local
 
currencies
 
multiplied
 
by
 
the
 
change
 
in
 
the
 
average
foreign currency exchange rate between the current fiscal period and the corresponding
 
period of the prior fiscal year.
 
Core working capital.
 
Accounts receivable plus inventories less accounts payable.
Derivatives.
Financial instruments such
 
as futures, swaps,
 
options, and forward
 
contracts that we
 
use to manage
 
our risk arising
 
from
changes in commodity prices, interest rates, foreign exchange rates, and stock
 
prices.
Euribor.
 
Euro Interbank Offered Rate.
Fair value
 
hierarchy.
For purposes
 
of fair
 
value measurement,
 
we categorize
 
assets and
 
liabilities into
 
one of
 
three levels
 
based on
the assumptions
 
(inputs) used
 
in valuing
 
the asset or
 
liability.
 
Level 1 provides
 
the most reliable
 
measure of
 
fair value, while
 
Level 3
generally requires significant management judgment. The three levels are
 
defined as follows:
 
Level 1:
 
Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2:
 
Observable inputs other than quoted prices included in
 
Level 1, such as quoted prices for similar assets or liabilities in
active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3:
 
Unobservable inputs reflecting management’s
 
assumptions about the inputs used in pricing the asset or liability.
Free cash flow.
 
Net cash provided by operating activities less purchases of land, buildings, and equipment.
Generally Accepted
 
Accounting Principles
 
(GAAP).
Guidelines, procedures,
 
and practices
 
that we
 
are required
 
to use in
 
recording
and reporting accounting information in our financial statements.
Goodwill.
The difference
 
between the purchase
 
price of acquired
 
companies plus the fair
 
value of any noncontrolling
 
and redeemable
interests and the related fair values of net assets acquired.
 
Gross margin.
 
Net sales less cost of sales.
Hedge accounting.
Accounting for qualifying
 
hedges that allows changes in
 
a hedging instrument’s
 
fair value to offset
 
corresponding
changes in
 
the hedged
 
item in
 
the same
 
reporting period.
 
Hedge accounting
 
is permitted
 
for certain
 
hedging instruments
 
and hedged
items
 
only
 
if
 
the
 
hedging
 
relationship
 
is
 
highly
 
effective,
 
and
 
only
 
prospectively
 
from
 
the
 
date
 
a
 
hedging
 
relationship
 
is
 
formally
documented.
Holistic Margin Management
 
(HMM).
 
Company-wide initiative to
 
use productivity savings, mix
 
management, and price realization
to offset input cost inflation, protect margins,
 
and generate funds to reinvest in sales-generating activities.
Interest
 
bearing
 
instruments.
Notes
 
payable,
 
long-term
 
debt,
 
including
 
current
 
portion,
 
cash
 
and
 
cash
 
equivalents,
 
and
 
certain
interest bearing investments classified within prepaid expenses and other current
 
assets and other assets.
 
Mark-to-market.
The act of determining a value for
 
financial instruments, commodity contracts, and
 
related assets or liabilities based
on the current market price for that item.
 
 
32
Net
 
mark-to-market
 
valuation of
 
certain
 
commodity
 
positions.
Realized
 
and
 
unrealized
 
gains
 
and
 
losses on
 
derivative
 
contracts
that will be allocated to segment operating profit when the exposure we are hedging
 
affects earnings.
Net price realization.
The impact of list and promoted price changes, net of trade and other price
 
promotion costs.
Net realizable
 
value.
The estimated
 
selling price
 
in the
 
ordinary course
 
of business,
 
less reasonably
 
predictable costs
 
of completion,
disposal, and transportation.
 
Noncontrolling interests.
Interests of subsidiaries held by third parties.
 
Notional
 
amount.
The
 
amount
 
of
 
a
 
position
 
or
 
an
 
agreed
 
upon
 
amount
 
in
 
a
 
derivative
 
contract
 
on
 
which
 
the
 
value
 
of
 
financial
instruments are calculated.
OCI.
Other Comprehensive Income (Loss).
 
Organic net sales growth
. Net sales growth adjusted
 
for foreign currency translation,
 
acquisitions, divestitures and a
 
53
rd
 
fiscal week,
when applicable.
Project-related costs.
Costs incurred related to our restructuring initiatives not included in restructuring
 
charges.
Reporting unit
. An operating segment or a business one level below an operating
 
segment.
SOFR.
 
Secured Overnight Financing Rate.
Strategic
 
Revenue
 
Management
 
(SRM).
 
A
 
company-wide
 
capability
 
focused
 
on
 
generating
 
sustainable
 
benefits
 
from
 
net
 
price
realization
 
and
 
mix
 
by
 
identifying
 
and
 
executing
 
against
 
specific
 
opportunities
 
to
 
apply
 
tools
 
including
 
pricing,
 
sizing,
 
mix
management, and promotion optimization across each of our businesses.
Supply chain
 
input costs.
 
Costs incurred
 
to produce
 
and deliver
 
product,
 
including costs
 
for
 
ingredients
 
and
 
conversion, inventory
management, logistics, and warehousing.
Translation
 
adjustments.
The impact
 
of the conversion
 
of our foreign
 
affiliates’ financial
 
statements to United
 
States dollars
 
for the
purpose of consolidating our financial statements.
Working capital
. Current assets and current liabilities, all as of the last day of our fiscal year.
 
 
 
 
 
 
 
 
 
 
 
33
CAUTIONARY STATEMENT
 
RELEVANT
 
TO FORWARD
 
-LOOKING INFORMATION
 
FOR THE PURPOSE OF “SAFE
HARBOR” PROVISIONS OF THE PRIVATE
 
SECURITIES LITIGATION
 
REFORM ACT OF 1995
This report
 
contains or
 
incorporates by
 
reference
 
forward-looking
 
statements within
 
the meaning
 
of the
 
Private Securities
 
Litigation
Reform Act
 
of 1995
 
that are
 
based on
 
our current
 
expectations and
 
assumptions. We
 
also may
 
make written
 
or oral
 
forward-looking
statements,
 
including
 
statements
 
contained
 
in
 
our
 
filings
 
with
 
the
 
Securities
 
and
 
Exchange
 
Commission
 
and
 
in
 
our
 
reports
 
to
stockholders.
The words or
 
phrases “will likely
 
result,” “are expected
 
to,” “will continue,”
 
“is anticipated,” “estimate,”
 
“plan,” “project,” or
 
similar
expressions identify
 
“forward-looking statements”
 
within the
 
meaning of
 
the Private
 
Securities Litigation
 
Reform Act
 
of 1995.
 
Such
statements are
 
subject to
 
certain risks
 
and uncertainties
 
that could
 
cause actual
 
results to
 
differ
 
materially from
 
historical results
 
and
those currently anticipated or projected. We
 
caution you not to place undue reliance on any such forward-looking statements.
In connection
 
with the “safe
 
harbor” provisions
 
of the Private
 
Securities Litigation
 
Reform Act of
 
1995, we are
 
identifying important
factors
 
that could
 
affect
 
our financial
 
performance
 
and could
 
cause our
 
actual results
 
in future
 
periods
 
to differ
 
materially
 
from any
current opinions or statements.
Our
 
future
 
results
 
could
 
be
 
affected
 
by
 
a
 
variety
 
of
 
factors,
 
such
 
as:
 
disruptions
 
or
 
inefficiencies
 
in
 
the
 
supply
 
chain;
 
competitive
dynamics in the consumer foods
 
industry and the markets for
 
our products, including new product
 
introductions, advertising activities,
pricing actions, and promotional
 
activities of our competitors;
 
economic conditions, including
 
changes in inflation rates,
 
interest rates,
tax
 
rates,
 
or
 
the
 
availability
 
of
 
capital;
 
product
 
development
 
and
 
innovation;
 
consumer
 
acceptance
 
of
 
new
 
products
 
and
 
product
improvements;
 
consumer
 
reaction
 
to
 
pricing
 
actions
 
and
 
changes
 
in
 
promotion
 
levels;
 
acquisitions
 
or
 
dispositions
 
of
 
businesses
 
or
assets; changes in capital structure;
 
changes in the legal and regulatory
 
environment, including tax legislation, labeling
 
and advertising
regulations, and litigation; impairments in the carrying
 
value of goodwill, other intangible assets, or other long
 
-lived assets, or changes
in the
 
useful lives
 
of other
 
intangible assets;
 
changes in
 
accounting standards
 
and the impact
 
of critical
 
accounting estimates;
 
product
quality
 
and
 
safety
 
issues,
 
including
 
recalls
 
and
 
product
 
liability;
 
changes
 
in
 
consumer
 
demand
 
for
 
our
 
products;
 
effectiveness
 
of
advertising,
 
marketing,
 
and
 
promotional
 
programs;
 
changes
 
in
 
consumer
 
behavior,
 
trends,
 
and
 
preferences,
 
including
 
weight
 
loss
trends; consumer perception
 
of health-related issues,
 
including obesity; consolidation
 
in the retail environment;
 
changes in purchasing
and
 
inventory
 
levels
 
of
 
significant
 
customers;
 
fluctuations
 
in
 
the
 
cost
 
and
 
availability
 
of
 
supply
 
chain
 
resources,
 
including
 
raw
materials,
 
packaging,
 
energy,
 
and
 
transportation;
 
effectiveness
 
of
 
restructuring
 
and
 
cost
 
saving
 
initiatives;
 
volatility
 
in
 
the
 
market
value of
 
derivatives used to
 
manage price
 
risk for certain
 
commodities; benefit
 
plan expenses due
 
to changes
 
in plan asset
 
values and
discount rates used to determine plan liabilities; failure or
 
breach of our information technology systems; foreign
 
economic conditions,
including currency rate fluctuations; and political unrest in foreign markets
 
and economic uncertainty due to terrorism or war.
You
 
should also
 
consider the risk
 
factors that we
 
identify in Item
 
1A of Part
 
I of our
 
Annual Report on
 
Form 10-K for
 
the fiscal year
ended May 26, 2024, which could also affect our future results.
We undertake
 
no obligation to publicly revise any forward-looking
 
statements to reflect events or circumstances
 
after the date of those
statements or to reflect the occurrence of anticipated or unanticipated events.
Item 3.
 
Quantitative and Qualitative Disclosures About Market Risk.
 
The
 
estimated
 
maximum
 
potential
 
value-at-risk
 
arising
 
from
 
a
 
one-day
 
loss
 
in
 
fair
 
value
 
for
 
our
 
interest
 
rate,
 
foreign
 
exchange,
commodity, and equity
 
market-risk-sensitive instruments outstanding as of August 25, 2024,
 
was as follows:
 
In Millions
One-day Risk
of Loss
Change During
Quarter Ended
Aug. 25, 2024
Analysis of Change
Interest rate instruments
$
53
$
-
Immaterial
Foreign currency instruments
34
4
Increase in exchange rate volatility
Commodity instruments
3
(1)
Decrease in commodity contracts
Equity instruments
2
-
Immaterial
For additional information, see Item 7A of Part II of our Annual Report on Form 10-K
 
for the fiscal year ended May 26, 2024.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
34
Item 4.
 
Controls and Procedures.
 
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
 
Securities
 
Exchange
 
Act
 
of
 
1934).
 
Based
 
on
 
our
 
evaluation,
 
our
 
Chief
 
Executive
 
Officer
 
and
 
Chief
 
Financial
Officer have
 
concluded that,
 
as of
 
August 25,
 
2024, 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
 
Securities Exchange
 
Act of
 
1934 is (1)
 
recorded, processed,
summarized,
 
and
 
reported
 
within
 
the
 
time
 
periods
 
specified
 
in
 
Securities
 
and
 
Exchange
 
Commission
 
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 Securities Exchange
 
Act
of 1934)
 
during the
 
quarter ended
 
August 25,
 
2024, that
 
materially affected,
 
or are reasonably
 
likely to
 
materially affect,
 
our internal
control over financial reporting.
PART
 
II.
 
OTHER INFORMATION
Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds.
 
The
 
following
 
table
 
sets forth
 
information
 
with
 
respect
 
to
 
shares
 
of
 
our
 
common
 
stock
 
that we
 
purchased
 
during
 
the quarter
 
ended
August 25, 2024:
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)
May 27, 2024 -
June 30, 2024
2,015,083
$
67.21
2,015,083
53,643,914
July 1, 2024 -
July 28, 2024
1,679,017
64.81
1,679,017
51,964,897
July 29, 2024 -
 
August 25, 2024
839,009
69.09
839,009
51,125,888
Total
4,533,109
$
66.67
4,533,109
51,125,888
(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 June
 
27, 2022,
 
our Board
 
of Directors approved
 
an authorization
 
for the
 
repurchase of
 
up to
 
100,000,000 shares of
 
our common stock
 
and
terminated the
 
prior authorization.
 
Purchases can
 
be made
 
in the
 
open market
 
or in
 
privately negotiated
 
transactions, including
 
the use
 
of call
options
 
and
 
other
 
derivative
 
instruments,
 
Rule
 
10b5-1
 
trading
 
plans,
 
and
 
accelerated
 
repurchase
 
programs.
 
The
 
Board
 
did
 
not
 
specify
 
an
expiration date for the authorization.
Item 5.
 
Other Information.
 
Except
 
as
 
set
 
forth
 
below,
 
during
 
the
 
fiscal
 
quarter
 
ended
 
August
 
25,
 
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.
During
 
the
 
fiscal
 
quarter
 
ended
 
August
 
25,
 
2024,
Jeffrey L. Harmening
,
 
the
 
Company’s
Chairman and Chief Executive Officer
,
adopted
 
a
 
“Rule 10b5-1
 
trading
 
arrangement.”
 
The
 
trading plan,
 
adopted
 
on
July 24, 2024
, relates
 
to
 
the exercise
 
and sale
 
of up
 
to
57,879
 
shares
 
of
 
the
 
Company’s
 
common
 
stock
 
that
 
are
 
subject
 
to
 
a
 
company-granted
 
stock
 
option
 
award
 
that
 
expires
 
on
 
July
 
30,
2025. The plan is scheduled to terminate when all shares subject to the award
 
are exercised and sold or July 31, 2025.
 
35
PART
 
II. OTHER INFORMATION
Item 6.
Exhibits.
 
10.1
 
10.2
 
10.3
 
31.1
 
31.2
 
32.1
 
32.2
 
101
Financial
 
Statements
 
from
 
the Quarterly
 
Report
 
on Form
 
10-Q
 
of the
 
Company
 
for
 
the quarter
 
ended
 
August
 
25,
2024,
 
formatted
 
in
 
Inline
 
Extensible
 
Business
 
Reporting
 
Language:
 
(i)
 
Consolidated
 
Statements
 
of
 
Earnings;
 
(ii)
Consolidated
 
Statements
 
of
 
Comprehensive
 
Income,
 
(iii)
 
Consolidated
 
Balance
 
Sheets;
 
(iv)
 
Consolidated
Statements of
 
Total
 
Equity; (v)
 
Consolidated Statements
 
of Cash
 
Flows; and
 
(vi) Notes
 
to Consolidated
 
Financial
Statements.
 
104
Cover Page, formatted in Inline Extensible Business Reporting Language
 
and contained in Exhibit 101.
 
 
 
36
SIGNATURES
Pursuant
 
to
 
the
 
requirements
 
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.
 
GENERAL MILLS, INC.
(Registrant)
Date: September 18, 2024
/s/ Mark A. Pallot
Mark A. Pallot
Vice President, Chief Accounting
 
Officer
(Principal Accounting Officer and Duly Authorized
 
Officer)
 
 
1
Exhibit 10.1
GENERAL MILLS, INC.
PERFORMANCE STOCK UNIT AWARD
 
AGREEMENT
GRANT DATE:
PARTICIPANT:
[Officer]
PERNR:
TARGET NUMBER OF
 
UNITS SUBJECT TO
AWARD:
PERFORMANCE PERIOD:
EXPIRATION DATE
 
OF RESTRICTED
PERIOD:
This Award
 
is made
 
under the
 
General Mills,
 
Inc. 2022
 
Stock Compensation
 
Plan (the
 
"Plan"), and
 
is
subject
 
to
 
the
 
terms
 
and
 
conditions
 
contained
 
in
 
the
 
Plan
 
document
 
and
 
this
 
Performance
 
Stock
 
Unit
Award
 
Agreement (“Agreement”).
 
The Participant:
 
(i) acknowledges
 
receipt of
 
a copy
 
of the
 
Plan and
Plan prospectus, (ii) represents that the Participant
 
has carefully read and is familiar with the provisions
of this Agreement and the Plan, and (iii) hereby accepts
 
the Performance Stock Units subject to all of the
terms
 
and
 
conditions
 
set
 
forth
 
herein,
 
and
 
in the
 
Plan.
 
If the
 
Participant
 
does
 
not
 
wish to
 
receive
 
the
Performance
 
Stock
 
Units and/or
 
does
 
not
 
consent
 
and
 
agree
 
to the
 
terms
 
and
 
conditions on
 
which the
Performance
 
Stock Units
 
are offered,
 
as set
 
forth in
 
this Agreement
 
and the
 
Plan, then
 
the Participant
must
 
reject
 
this
 
Award
 
via
 
the
 
website
 
of
 
the
 
Company’s
 
designated
 
broker,
 
no
 
later
 
than
 
60
 
days
following the Grant Date.
 
If the Participant rejects this Award,
 
this Award will immediately
 
be forfeited
and cancelled.
 
The Participant’s failure to
 
reject this Award
 
within this 60 day period will constitute the
Participant’s
 
acceptance
 
of this
 
Award
 
and all
 
terms
 
and conditions
 
of this
 
Award,
 
as set
 
forth
 
in this
Agreement and the Plan.
THIS AWARD,
 
dated on
 
the above
 
Grant Date,
 
is made
 
by General
 
Mills, Inc., (the
 
"Company"), and
 
made to
the person named above (the "Participant"
 
or referred to as “I”, “you”, or “my”) (“Award”).
1.
Award
 
of Units.
 
Each unit
 
awarded represents
 
the right
 
to receive
 
one share
 
of the
 
Company common
 
stock,
par value
 
USD 0.10
 
per share
 
(“Stock”).
 
The units
 
granted
 
pursuant
 
to this
 
Agreement
 
are referred
 
to as
 
the
“Performance
 
Stock
 
Units”.
 
The
 
number
 
of
 
Performance
 
Stock
 
Units
 
earned
 
by
 
the
 
Participant
 
for
 
the
Performance Period will be determined at the end
 
of the Performance Period based on the level of achievement
against the
 
Performance Measures
 
and conditions
 
in accordance
 
with Attachment
 
A. The
 
number of
 
shares of
Stock the
 
Participant is
 
paid is
 
dependent on
 
the number
 
of Performance
 
Stock Units
 
earned and
 
satisfactory
completion
 
of
 
the
 
service
 
requirements
 
described
 
herein.
 
Whether,
 
and
 
the
 
extent
 
to
 
which
 
Performance
Measures have
 
been satisfied
 
at the
 
end of
 
the Performance
 
Period shall
 
be certified
 
by the
 
Compensation &
Talent Committee before any payment is made, and all such determinations shall be made by the Compensation
& Talent
 
Committee in
 
its sole
 
discretion. For
 
each Performance
 
Stock Unit
 
earned and
 
vested, if
 
any,
 
at the
Expiration Date of the Restricted Period, one share of the Company’s Stock shall be issued to the Participant on
the Expiration
 
Date of
 
the Restricted
 
Period, subject
 
to any
 
additional restrictions
 
or holding
 
requirements in
Attachment A. Except
 
as otherwise defined herein,
 
capitalized terms shall have
 
the same meanings
 
ascribed to
them under the Plan.
2.
Vesting of
 
Performance Stock Units; Forfeiture of Performance
 
Stock Units.
(a)
Vesting
 
Schedule
. The
 
Performance
 
Stock Units
 
shall vest
 
on the
 
Expiration
 
Date of
 
the Restricted
Period set forth above (“Vesting
 
Date”) subject to the terms of this Agreement and the Plan.
(b)
Forfeiture
 
of Performance
 
Stock Units
. The
 
Participant acknowledges
 
that the
 
Performance Stock
Units awarded hereunder are subject to forfeiture if the
 
Participant’s employment with the Company or
any subsidiary or affiliated companies terminates under certain circumstances before the Vesting
 
Date,
as herein provided.
2
(i)
Resignation or Termination
 
for Cause.
 
If the Participant’s employment with the Company or
any subsidiary or affiliated
 
companies is terminated
 
by either (i)
 
resignation, or (ii)
 
a discharge
due to Participant’s
 
illegal activities, poor
 
work performance,
 
misconduct or
 
violation of the
Company’s Code of Conduct, policies or practices, then
 
these Performance Stock Units, to
 
the
extent
 
they
 
are
 
not
 
fully
 
vested
 
as
 
of
 
the
 
Termination
 
Date,
 
shall
 
for
 
no
 
consideration
 
be
cancelled and
 
forfeited in
 
their entirety.
 
For the
 
avoidance of
 
doubt, “Termination
 
Date” for
purposes of this Award will be deemed to occur as of the date Participant is no
 
longer actively
providing services
 
as an
 
employee, unless
 
otherwise determined
 
by the
 
Company in
 
its sole
discretion, and no vesting shall continue during any notice period that may be specified under
contract or
 
applicable law
 
with respect
 
to such
 
termination, including
 
any “garden
 
leave” or
similar period, except as may otherwise be permitted in the Company’s
 
sole discretion.
(ii)
Involuntary Termination.
 
If the
 
Participant’s employment with the
 
Company or
 
any subsidiary
or affiliated companies terminates
 
involuntarily at the
 
initiation of the
 
Company for any
 
reason
other than specified in Plan Section 11 (Change in Control), or (i), (iv) or (v) in this section 2,
and upon the execution (without revoking) of an effective general legal release and such other
documents as are satisfactory to the Company,
 
the following rules shall apply:
a)
In the event
 
that, at the
 
Termination
 
Date, the sum
 
of the Participant’s
 
age and
years
 
of
 
service
 
with
 
the
 
Company
 
or
 
any
 
subsidiary
 
or
 
affiliated
 
companies
equals or exceeds 70, then if such involuntary termination occurs before the end
of the Company’s fiscal year
 
within which this Award
 
was granted, it shall vest
in a
 
pro-rata amount
 
based on
 
actual employment
 
completed during
 
said fiscal
year.
 
But if such involuntary termination
 
occurs after the end of
 
the fiscal year
in which it is
 
awarded, then it shall
 
vest fully.
 
In either case,
 
vested Performance
Stock
 
Units
 
shall
 
be
 
settled
 
and
 
paid
 
(subject
 
to
 
any
 
additional
 
restrictions
 
or
holding requirements in Attachment A) on the Expiration Date of the Restricted
Period, with a value, if any, that otherwise would be earned under the
 
applicable
Performance
 
Measures
 
established
 
in
 
Attachment
 
A
 
based
 
on
 
actual
performance.
b)
In the event
 
that, at the
 
Termination
 
Date, the sum
 
of the Participant’s
 
age and
years of service
 
with the Company
 
or any subsidiary
 
or affiliated
 
companies is
less than 70,
 
this Award
 
shall be settled
 
and paid on
 
the Expiration Date
 
of the
Restricted Period (subject to any additional restrictions or holding requirements
in Attachment A) with a value, if any, that otherwise would be earned under
 
the
applicable Performance
 
Measures established
 
in Attachment A
 
based on actual
performance; and shall
 
vest at the Expiration
 
Date of the Restricted
 
Period in a
pro-rata amount based on actual
 
employment completed during the Performance
Period through
 
the Termination
 
Date. All
 
other Performance
 
Stock Units
 
shall
be forfeited as of the Termination
 
Date.
(iii)
Death.
 
If a
 
Participant dies
 
while employed
 
by the
 
Company or
 
any subsidiary
 
or affiliated
companies during the Performance Period, this Award
 
shall fully vest and shall be considered
to
 
be
 
earned
 
in
 
full
 
“at
 
target”
 
as
 
if
 
the
 
applicable
 
Performance
 
Measures
 
established
 
in
Attachment A have been achieved at target,
 
and settled and paid on the first day of the month
following death to the designated beneficiary or beneficiaries.
(iv)
Retirement
.
 
If the termination of employment is due to the Participant’s retirement on or after
age 55 and completion of at least
 
five (5) years of service with the Company
 
or any subsidiary
or affiliated companies, then if such retirement occurs before the end of the Company’s
 
fiscal
year within
 
which this Award
 
was granted, it
 
shall vest in
 
a pro-rata amount
 
based on actual
employment completed during said
 
fiscal year.
 
But if such retirement occurs after
 
the end of
the fiscal
 
year in which
 
it is
 
awarded, then it
 
shall vest
 
fully.
 
In either case,
 
vested Performance
Stock Units shall be
 
settled and paid on
 
the Expiration Date of
 
the Restricted Period
 
(subject
to any additional
 
restrictions or holding
 
requirements in Attachment
 
A), with a
 
value, if any,
that
 
otherwise
 
would
 
be
 
earned
 
under
 
the
 
applicable
 
Performance
 
Measures
 
established
 
in
Attachment
 
A
 
based
 
on
 
actual
 
performance.
 
Notwithstanding
 
the
 
above,
 
the
 
terms
 
of
 
this
paragraph (iv) shall not apply to a Participant who, prior to a
 
Change of Control, is terminated
for cause as
 
described in (b)(i); said
 
Participant shall be treated
 
as provided in paragraph
 
(b)(i).
 
 
 
 
3
(v)
Spin-offs and Other
 
Divestitures.
 
If the termination
 
of employment
 
is due to
 
the divestiture,
cessation,
 
transfer,
 
or
 
spin-off
 
of
 
a
 
line
 
of
 
business
 
or
 
other
 
activity
 
of
 
the
 
Company,
 
the
Committee, in
 
its sole
 
discretion, shall
 
determine the
 
conversion, vesting,
 
or other
 
treatment
of these Awards. Such treatment shall be consistent with
 
Code Section 409A, and in particular
will take into
 
account whether a
 
separation from
 
service has occurred
 
within the meaning
 
of
Code Section 409A.
3.
Dividend
 
Equivalents.
 
Subject
 
to
 
any
 
applicable
 
provisions
 
in
 
Attachment
 
A,
 
any
 
dividends
 
or
 
other
distributions declared payable on the Company’s Stock on or after the Grant Date of
 
this Award until the Award
is settled
 
and/or
 
forfeited
 
shall
 
be
 
credited
 
notionally
 
to
 
the Participant
 
in
 
an
 
amount
 
equal
 
to
 
such
 
declared
dividends or other distributions
 
on an equivalent number
 
of shares of Stock
 
(“Dividend Equivalents”).
 
Dividend
Equivalents so credited shall be paid if,
 
and only to the extent, the
 
underlying Performance Stock Units to which
they relate become unrestricted and vest, as provided under the terms of the Plan and this Agreement.
 
Dividend
Equivalents credited in respect to Performance Stock Units that
 
are forfeited under the terms of the
 
Plan and this
document,
 
are
 
correspondingly
 
forfeited.
 
No
 
interest
 
or
 
other
 
earnings
 
shall
 
be
 
credited
 
on
 
Dividend
Equivalents.
 
Vested
 
Dividend Equivalents shall be paid in cash at the same time as the
 
underlying Performance
Stock Units to which they relate are settled.
4.
Settlement
 
of Performance
 
Stock
 
Units.
 
Upon vesting
 
of the
 
Performance
 
Stock Units,
 
settlement
 
shall
 
be
completed as soon as administratively practicable
 
but in no event
 
later than 30 days
 
after the vesting date, except
where
 
such
 
settlement
 
following
 
a
 
Section
 
409A
 
Separation
 
from
 
Service
 
requires
 
a
 
six-month
 
delay.
 
The
Company
 
will provide
 
for settlement
 
in the
 
form of
 
shares of
 
Stock. At
 
the Company’s
 
discretion, additional
restrictions or holding requirements may be imposed on settled Units and dividend
 
equivalents, if any.
 
5.
Non-Transferability
.
 
The
 
Performance
 
Stock
 
Units
 
may
 
not
 
be
 
sold,
 
assigned,
 
pledged,
 
exchanged,
hypothecated, encumbered,
 
disposed of, or
 
otherwise transferred, unless
 
otherwise provided in
 
the Plan or
 
this
Agreement.
 
Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose
 
of the Performance
Stock Units or
 
of such rights contrary
 
to the provisions hereof
 
or in the Plan,
 
the Performance Stock
 
Units and
such rights shall immediately become null and void.
6.
Withholding of
 
Tax.
 
The Participant acknowledges
 
that, regardless of
 
any action taken by
 
the Company or,
 
if
different,
 
the
 
subsidiary
 
or
 
affiliated
 
company
 
that
 
employs
 
the
 
Participant
 
(the
 
“Employer”),
 
the
 
ultimate
liability for all
 
income tax, social
 
contributions, payroll tax,
 
fringe benefits tax,
 
payment on account,
 
hypothetical
tax or
 
other tax-related
 
items related
 
to the
 
Participant’s
 
participation in
 
the Plan
 
and legally
 
applicable to
 
the
Participant or
 
deemed by
 
the Company
 
or the
 
Employer in
 
their discretion
 
to be
 
an appropriate
 
charge to
 
the
Participant even if legally applicable to the
 
Company or the Employer (“Tax-Related Items”), is and remains the
Participant’s
 
responsibility and
 
may exceed the
 
amount actually withheld
 
by the Company
 
or the Employer,
 
if
any.
 
The Participant further
 
acknowledges that the
 
Company and/or the
 
Employer (a) make
 
no representations
or
 
undertakings
 
regarding
 
the
 
treatment
 
of
 
any
 
Tax-Related
 
Items
 
in
 
connection
 
with
 
any
 
aspect
 
of
 
the
Performance Stock Units, including, but not limited to, the grant, vesting, the subsequent sale of shares of Stock
acquired pursuant
 
to such vesting
 
and the receipt
 
of any dividends;
 
and (b) do
 
not commit to
 
and are under
 
no
obligation to structure the terms of the
 
grant or any aspect of the Performance Stock
 
Units to reduce or eliminate
the Participant’s liability for Tax
 
-Related Items or achieve any particular tax result. Further, if the Participant is
subject to Tax
 
-Related Items in more than one
 
jurisdiction between the Grant Date
 
and the date of any relevant
taxable
 
or
 
tax
 
withholding
 
event,
 
as
 
applicable,
 
the
 
Participant
 
acknowledges
 
that
 
the
 
Company
 
and/or
 
the
Employer (or former employer, as applicable)
 
may be required to withhold or account for Tax
 
-Related Items in
more than one jurisdiction.
Prior to
 
the relevant
 
taxable or
 
tax withholding
 
event, as
 
applicable,
 
the Participant
 
agrees to
 
make
 
adequate
arrangements satisfactory to
 
the Company and/or
 
the Employer to satisfy
 
all Tax-Related
 
Items. In this regard,
unless otherwise approved by
 
the Committee, the Company
 
shall satisfy the obligations
 
with regard to all Tax-
Related Items by
 
one or
 
a combination
 
of the following:
 
(i) withholding
 
from the Participant’s
 
wages or other
cash compensation paid to
 
the Participant by the
 
Company and/or the Employer;
 
(ii) withholding from the
 
shares
of
 
Stock
 
to
 
be
 
delivered
 
upon
 
settlement
 
of
 
the
 
Performance
 
Stock
 
Units
 
or
 
other
 
awards
 
granted
 
to
 
the
Participant or
 
(iii) permitting
 
the Participant
 
to tender
 
to the
 
Company cash
 
or,
 
if allowed
 
by the
 
Committee,
shares of Stock.
Depending
 
on
 
the
 
withholding
 
method,
 
the
 
Company
 
may
 
withhold
 
or
 
account
 
for
 
Tax-Related
 
Items
 
by
considering applicable statutory
 
withholding rates (as
 
determined by the
 
Company in good
 
faith and in its
 
sole
discretion)
 
or
 
other
 
applicable
 
withholding
 
rates,
 
including
 
maximum
 
applicable
 
rates,
 
in
 
which
 
case
 
the
Participant
 
will
 
receive
 
a
 
refund
 
of
 
any
 
over-withheld
 
amount
 
and
 
will
 
have
 
no
 
entitlement
 
to
 
the
 
share
 
4
equivalent.
 
If the
 
obligation for
 
Tax-Related
 
Items is
 
satisfied by
 
withholding from
 
the shares
 
of Stock
 
to be
delivered upon vesting of the Performance Stock Units, for tax purposes, the Participant is deemed to have been
issued the full number of shares of
 
Stock subject to the Performance Stock Units, notwithstanding that a
 
number
of shares
 
of Stock
 
are held
 
back solely
 
for the
 
purpose of
 
paying the
 
Tax-Related
 
Items. The
 
Participant will
have
 
no further
 
rights with
 
respect to
 
any
 
shares of
 
Stock that
 
are retained
 
by the
 
Company pursuant
 
to
 
this
provision.
The
 
Participant
 
agrees
 
to
 
pay
 
to
 
the
 
Company
 
or
 
the
 
Employer
 
any
 
amount
 
of
 
Tax-Related
 
Items
 
that
 
the
Company or the
 
Employer may be
 
required to withhold
 
or account for
 
as a
 
result of the
 
Participant’s participation
in the
 
Plan that
 
cannot be
 
satisfied by
 
the means
 
previously
 
described.
 
The Company
 
may refuse
 
to issue
 
or
deliver
 
shares
 
of
 
Stock
 
or
 
proceeds
 
from
 
the
 
sale
 
of
 
shares
 
of
 
Stock
 
until
 
arrangements
 
satisfactory
 
to
 
the
Company have been made in connection with the Tax
 
-Related Items.
7.
Restrictive Covenants;
 
Confidential Information.
 
The Participant
 
agrees to
 
cooperate with
 
the Company
 
in
any way
 
needed in order
 
to comply with,
 
or fulfill the
 
terms of the
 
Plan and this
 
Award
 
document.
 
As a term
and condition of this Award,
 
Participant agrees to the following terms:
 
a.
I agree to use General Mills Confidential Information only as needed in the performance of my duties,
to
 
hold
 
and
 
protect
 
such
 
information
 
as
 
confidential
 
to
 
the
 
Company,
 
and
 
not
 
to
 
engage
 
in
 
any
unauthorized
 
use
 
or
 
disclosure
 
of
 
such
 
information
 
for
 
so
 
long
 
as
 
such
 
information
 
qualifies
 
as
Confidential
 
Information.
 
I
 
agree
 
that
 
after
 
my
 
employment
 
with
 
the
 
Company
 
terminates
 
for
 
any
reason, including
 
“retirement” as
 
that term
 
is used
 
in the
 
Plan, I
 
will not
 
use or
 
disclose, directly
 
or
indirectly,
 
Company Confidential
 
Information or
 
trade secrets
 
for any
 
purpose, unless
 
I get
 
the prior
written consent of my manager to do so.
This document does
 
not prevent me from
 
filing a complaint with
 
a government agency
 
(including the
Securities
 
and
 
Exchange
 
Commission,
 
Department
 
of
 
Justice,
 
Equal
 
Employment
 
Opportunity
Commission and
 
others) or from
 
participating in
 
an agency proceeding.
 
This document also
 
does not
prevent
 
me
 
from
 
providing
 
an
 
agency
 
with
 
information,
 
including
 
this
 
document,
 
unless
 
such
information
 
is
 
legally
 
protected
 
from
 
disclosure
 
to
 
third
 
parties.
 
I
 
do
 
not
 
need
 
prior
 
company
authorization to take these actions, nor must I notify the company I have done
 
so.
Also, as provided in
 
18 U.S.C. 1833(b), I
 
cannot be held criminally
 
or civilly liable under
 
any federal
or state
 
trade secret
 
law for
 
making a
 
trade secret
 
disclosure: (A)
 
in confidence
 
to a
 
federal, state,
 
or
local
 
government
 
official,
 
either
 
directly
 
or
 
indirectly,
 
or
 
to
 
an
 
attorney,
 
solely
 
for
 
the
 
purpose
 
of
reporting or investigating a suspected violation of law; or (B) in
 
a complaint or other document filed in
a lawsuit or other proceeding, if such filing is made under seal.
General
 
Mills
 
Confidential
 
Information
 
means
 
any
 
non-public
 
information
 
I
 
create,
 
receive,
 
use
 
or
observe
 
in
 
the
 
performance
 
of
 
my
 
job
 
at
 
General
 
Mills,
 
including
 
trade
 
secrets.
 
Examples
 
of
Confidential Information include marketing,
 
merchandising, business plans, business
 
methods, pricing,
purchasing,
 
licensing,
 
contracts,
 
employee,
 
supplier
 
or
 
customer
 
information,
 
financial
 
data,
technological developments, manufacturing processes and specifications, product formulas, ingredient
specifications, software
 
code, and
 
all other proprietary
 
information which
 
is not publicly
 
available to
others.
Prior to leaving the Company,
 
I agree to return all materials in
 
my possession containing Confidential
Information, as well as all other
 
documents and other tangible items provided
 
to me by General Mills,
or developed by me in connection with my employment with the Company.
b.
[
This
 
Section
 
7.b.
 
does
 
not
 
apply
 
to
 
California,
 
Colorado,
 
Minnesota,
 
and
 
Washington
 
-based
employees.
] I agree that for one year
 
after I leave the Company,
 
including retiring from the Company,
I will
 
not work on
 
any product,
 
brand category,
 
process, or
 
service: (A)
 
on which
 
I worked,
 
or about
which
 
I
 
had
 
access
 
to
 
Confidential
 
Information,
 
in
 
the
 
year
 
immediately
 
preceding
 
my
 
termination
(including retirement) from General Mills,
 
and (B) which competes with
 
General Mills products, brand
categories, processes, or related services.
 
c.
I agree that for one year after I
 
leave General Mills, including retiring from the Company, I will refrain
from directly
 
or indirectly
 
soliciting Company
 
employees for
 
the purpose
 
of hiring
 
them or
 
inducing
them to leave their employment with the Company.
 
5
d.
I agree that after I leave General Mills, including retiring from the Company, I will indefinitely refrain
from
 
using
 
Company
 
client
 
or
 
contact
 
lists,
 
and
 
for
 
two
 
years
 
I
 
will
 
refrain
 
from
 
soliciting
 
the
Company’s customers.
A breach of the obligations set forth in this
 
paragraph may result in the rescission of the
 
Award, termination and
forfeiture of
 
any unvested Units,
 
and/or required
 
payment to the
 
Company of
 
all or a
 
portion of
 
any monetary
gains acquired
 
by the Participant
 
as a result
 
of the Award,
 
unless the Award
 
vested and
 
was settled more
 
than
four (4) years prior to the breach.
 
The foregoing remedies are in addition to, and
 
not in lieu of injunctive relief
and/or any other legal or equitable remedies available under applicable
 
law.
8.
Nature of Grant.
 
In accepting the Performance Stock Units, the Participant acknowledges and agrees that:
(a)
the Plan is established voluntarily by the Company, it is discretionary in nature and
 
it may be modified,
amended, suspended
 
or terminated
 
by the Company,
 
in its sole
 
discretion, at
 
any time (subject
 
to any
limitations set forth in the Plan);
(b)
the grant of
 
the Performance Stock
 
Units is
 
voluntary and occasional
 
and does not
 
create any
 
contractual
or other
 
right to
 
receive future
 
grants of
 
Performance Stock
 
Units, or
 
benefits in
 
lieu of
 
Performance
Stock Units, even if Performance Stock Units s or other awards have been granted
 
in the past;
(c)
all decisions with respect to future awards, if any,
 
will be at the sole discretion of the Company;
(d)
the Participant’s participation
 
in the Plan is voluntary;
(e)
the Performance
 
Stock Units
 
and the
 
Participant’s
 
participation in
 
the Plan
 
shall not
 
create a
 
right to
employment
 
or
 
be
 
interpreted
 
as
 
forming
 
an
 
employment
 
contract
 
with
 
the
 
Company
 
or
 
any
 
of
 
its
Subsidiaries
 
or
 
affiliated
 
companies
 
and
 
shall
 
not
 
interfere
 
with
 
the
 
ability
 
of
 
the
 
Company
 
or
 
the
Employer, as
 
applicable, to terminate
 
the Participant’s
 
employment relationship (as
 
otherwise may be
permitted under local law);
(f)
unless
 
otherwise
 
agreed
 
with
 
the
 
Company,
 
the
 
Performance
 
Stock
 
Units
 
and
 
any
 
shares
 
of
 
Stock
acquired upon vesting of the Performance Stock Units, and the income from and value of
 
same, are not
granted as consideration for, or
 
in connection with, any
 
service the Participant
 
may provide as
 
a director
of any subsidiary or affiliate of the Company;
(g)
the Performance Stock Units and any
 
shares of Stock acquired under the
 
Plan and the income and
 
value
of same,
 
are not
 
part of
 
normal or
 
expected compensation
 
for purposes
 
of calculating
 
any severance,
resignation,
 
termination,
 
redundancy,
 
dismissal,
 
end-of-service
 
payments,
 
bonuses,
 
long-service
awards,
 
pension
 
or
 
retirement
 
or
 
welfare
 
benefits
 
or
 
similar
 
payments
 
and
 
in
 
no
 
event
 
should
 
be
considered as compensation for, or relating in any
 
way to, past services
 
for the Company, the Employer
or any subsidiary or affiliate of the Company;
(h)
the
 
future
 
value
 
of
 
the
 
shares
 
of
 
Stock
 
underlying
 
the
 
Performance
 
Stock
 
Units
 
is
 
unknown,
indeterminable, and cannot be predicted with certainty;
 
(i)
upon vesting of
 
the Performance
 
Stock Units, the
 
value of such
 
shares of Stock
 
may increase or
 
decrease
in value;
 
(j)
no
 
claim
 
or
 
entitlement
 
to
 
compensation
 
or
 
damages
 
shall
 
arise
 
from
 
forfeiture
 
of
 
the
 
Performance
Stock Units resulting from termination
 
of the Participant’s employment (for any reason
 
whatsoever and
whether
 
or
 
not
 
in
 
breach
 
of
 
local
 
labor
 
laws
 
or
 
later
 
found
 
invalid)
 
and,
 
in
 
consideration
 
of
 
the
Performance Stock Units,
 
the Participant agrees
 
not to institute any
 
claim against the Company
 
or the
Employer;
(k)
the
 
Performance
 
Stock
 
Units
 
and
 
the
 
benefits
 
evidenced
 
by
 
this
 
Agreement
 
do
 
not
 
create
 
any
entitlement
 
not
 
otherwise
 
specifically
 
provided
 
for
 
in
 
the
 
Plan
 
or
 
provided
 
by
 
the
 
Company
 
in
 
its
discretion,
 
to have
 
the
 
Performance
 
Stock Units
 
or
 
any
 
such benefits
 
transferred
 
to, or
 
assumed
 
by,
another company, nor to be exchanged,
 
cashed out or substituted for, in connection with any corporate
transaction affecting the shares of Stock; and
 
 
 
 
 
6
(l)
neither the Company
 
nor any of its
 
Subsidiaries or affiliated
 
companies shall be
 
liable for any foreign
exchange rate
 
fluctuation between
 
the Participant’s
 
local currency and
 
the U.S. dollar
 
that may affect
the value of the Performance Stock Units or any amounts due to the Participant pursuant to the vesting
of the Performance Stock Units or the subsequent sale of any shares of Stock acquired upon vesting
 
of
the Performance Stock Units.
9.
Data
 
Privacy.
If the
 
Participant would
 
like to
 
participate in
 
the Plan,
 
the Participant
 
will need
 
to review
 
the
information provided in this Section 9 and, where applicable, declare the Participant’s consent to the processing
of personal data by the Company and the third parties stated below.
 
If
 
the
 
Participant
 
is
 
based
 
in
 
the
 
European
 
Union
 
(“EU”),
 
European
 
Economic
 
Area
 
(“EEA”)
 
or
 
United
Kingdom,
 
please
 
note
 
that
 
General
 
Mills,
 
Inc.
 
with
 
registered
 
address
 
at
 
One
 
General
 
Mills
 
Boulevard,
Minneapolis, MN 55426-1347, is the controller responsible for the processing of the Participant’s
 
personal data
in connection with the Agreement and the Plan.
 
(a)
Data Collection
 
and Usage.
 
The Company
 
collects, processes,
 
uses and
 
transfers certain
 
personally-
identifiable information about the Participant,
 
specifically, the
 
Participant’s
 
name, home address and
telephone
 
number,
 
email
 
address,
 
date
 
of
 
birth,
 
social
 
insurance,
 
passport
 
number
 
or
 
other
identification
 
number,
 
salary,
 
nationality,
 
job
 
title,
 
any
 
shares
 
of
 
Stock
 
or
 
directorships
 
held
 
in
 
the
Company or any affiliated company, details of all Performance Stock Units or any other entitlement to
shares
 
of
 
Stock
 
awarded,
 
canceled,
 
exercised,
 
settled,
 
vested,
 
unvested
 
or
 
outstanding
 
in
 
the
Participant’s
 
favor,
 
which the Company
 
receives from
 
the Participant or
 
the Employer (the
 
“Data”).
The
 
Company
 
collects,
 
processes
 
and
 
uses
 
the
 
Data
 
for
 
the
 
purposes
 
of
 
performing
 
its
 
contractual
obligations
 
under
 
this
 
Agreement,
 
implementing,
 
administering
 
and
 
managing
 
the
 
Participant’s
participation in the Plan and facilitating compliance with applicable
 
tax and securities law.
(b)
.
If the Participant is based in the EU, EEA or United Kingdom, the legal basis for the processing of the
Data by
 
the Company
 
is the
 
necessity of
 
the processing
 
for the
 
Company
 
to perform
 
its
 
contractual
obligations
 
under
 
this
 
Agreement
 
and
 
the
 
Plan
 
and
 
the
 
Company’s
 
legitimate
 
business
 
interests
 
of
managing
 
the
 
Plan,
 
administering
 
employee
 
equity
 
awards
 
and
 
complying
 
with
 
its
 
contractual
 
and
statutory obligations.
If the
 
Participant is
 
based in
 
any other
 
jurisdiction, the
 
legal basis
 
for the
 
processing
 
of the
 
Data by
the Company is the Participant’s
 
consent as further described below.
(c)
Stock
 
Plan
 
Administration
 
Service
 
Providers.
 
The
 
Company
 
transfers
 
Data
 
to
 
E*TRADE
 
Financial
Corporate Services,
 
Inc. (including
 
its affiliated
 
companies), an
 
independent service
 
provider
 
which
assists
 
the
 
Company
 
with
 
the
 
implementation,
 
administration
 
and
 
management
 
of
 
the
 
Plan.
 
In
 
the
future, the Company may select
 
a different service provider, which will in a similar manner, share Data
with
 
such
 
service
 
provider.
 
The
 
Company’s
 
service
 
provider
 
will
 
maintain
 
an
 
account
 
for
 
the
Participant to administer the Performance Stock Units. The processing of Data will take
 
place through
both electronic and
 
non-electronic means.
 
Data will only be accessible
 
by those individuals requiring
access to it for purposes of implementing, administering and operating
 
the Plan.
(d)
International Data
 
Transfers.
 
The Company
 
and its
 
service providers
 
are
 
based in
 
the United
 
States
and
 
India.
 
The
 
Participant’s
 
country
 
or
 
jurisdiction
 
may
 
have
 
different
 
data
 
privacy
 
laws
 
and
protections
 
than the
 
United States
 
and India.
 
An appropriate
 
level of
 
protection
 
can be
 
achieved
 
by
implementing safeguards such as the Standard
 
Contractual Clauses adopted by the EU Commission.
If the Participant is based in any other jurisdiction, the Data will be transferred from the Participant’s
jurisdiction to the Company and onward from the Company to any of its
 
service providers based on the
Participant’s
 
consent, as further described below.
(e)
Data Retention.
 
The Company
 
will use
 
the Data
 
only as
 
long as
 
necessary to
 
implement, administer
and
 
manage
 
the
 
Participant’s
 
participation
 
in
 
the
 
Plan,
 
or
 
as
 
required
 
to
 
comply
 
with
 
legal
 
or
regulatory
 
obligations,
 
including
 
tax
 
and
 
securities
 
laws.
 
When
 
the
 
Company
 
no
 
longer
 
needs
 
the
Data, the Company
 
will remove it
 
from its
 
systems.
 
If the Company
 
keeps data longer,
 
it would be to
satisfy
 
legal
 
or
 
regulatory
 
obligations
 
and
 
the
 
Company’s
 
legal
 
basis
 
would
 
be
 
relevant
 
laws
 
or
regulations
 
(if the
 
Participant is
 
in the
 
EU, EEA or
 
United Kingdom)
 
or the
 
Participant’s
 
consent (if
the Participant is outside the EU, EEA or United Kingdom).
 
 
 
 
 
 
7
(f)
Data
 
Subject
 
Rights.
 
The
 
Participant
 
may
 
have
 
a
 
number
 
of
 
rights
 
under
 
data
 
privacy
 
laws
 
in
 
the
Participant’s
 
jurisdiction.
 
Subject
 
to
 
the
 
conditions
 
set
 
out
 
in
 
the
 
applicable
 
law
 
and
 
depending
 
on
where the Participant
 
is based, such rights may
 
include the right to (i)
 
request access to,
 
or copies of,
the
 
Data
 
processed
 
by
 
the
 
Company,
 
(ii)
 
rectification
 
of
 
incorrect
 
Data,
 
(iii)
 
deletion
 
of
 
Data,
 
(iv)
restrictions on the processing of
 
Data, (v) object to the processing of Data for legitimate interests, (vi)
portability of Data, (vii) lodge
 
complaints with competent authorities in
 
the Participant’s
 
jurisdiction,
and/or
 
to
 
(viii)
 
receive
 
a
 
list
 
with
 
the
 
names
 
and
 
addresses
 
of
 
any
 
potential
 
recipients
 
of
 
Data.
 
To
receive clarification regarding
 
these rights or to exercise
 
these rights, the Participant can
 
contact HR
Direct.
(g)
Necessary Disclosure of Personal Data. The Participant understands that providing the Company with
Data is necessary
 
for the performance
 
of the Agreement
 
and that the
 
Participant’s
 
refusal to
 
provide
the Data
 
would make
 
it impossible
 
for the
 
Company to
 
perform its
 
contractual
 
obligations
 
and may
affect the Participant’s
 
ability to participate in the Plan.
(h)
Declaration
 
of
 
Consent
 
(if
 
the
 
Participant
 
is
 
outside
 
the
 
EU,
 
EEA
 
and
 
United
 
Kingdom).
 
The
Participant hereby
 
unambiguously consents
 
to the
 
collection, use
 
and transfer,
 
in electronic
 
or other
form, of the Data,
 
as described above and
 
in any other grant
 
materials, by and among,
 
as applicable,
the
 
Employer,
 
the
 
Company
 
and
 
any
 
affiliated
 
company
 
for
 
the
 
exclusive
 
purpose
 
of
 
implementing,
administering and
 
managing the Participant’s
 
participation in the
 
Plan. The Participant
 
understands
that the Participant may, at any time, refuse or withdraw the consents herein,
 
in any case without cost,
by contacting HR Direct.
 
If the Participant does not consent or later seeks to revoke the
 
Participant’s
consent,
 
the
 
Participant’s
 
employment
 
status
 
or
 
service
 
with
 
the
 
Employer
 
will
 
not
 
be
 
affected;
 
the
Participant’s
 
consequence of refusing
 
or withdrawing consent
 
is that the Company
 
would not be able
to
 
award
 
the
 
Participant
 
Performance
 
Stock
 
Units
 
or
 
any
 
other
 
equity
 
award
 
to
 
the
 
Participant
 
or
administer
 
or
 
maintain
 
such
 
awards.
 
Therefore,
 
the
 
Participant
 
understands
 
that
 
refusing
 
or
withdrawing
 
consent
 
may
 
affect
 
the
 
Participant’s
 
ability
 
to
 
participate
 
in
 
the
 
Plan.
 
For
 
more
information on the consequences of refusal to consent or withdrawal of
 
consent, the Participant should
contact HR Direct.
10.
Clawback
.
 
This
 
Award
 
is
 
specifically
 
made
 
subject
 
to
 
the
 
Company’s
 
Executive
 
Compensation
 
Clawback
Policies.
11.
Insider Trading;
 
Market Abuse Laws.
 
By participating in the Plan,
 
the Participant agrees to comply with the
Company’s policy on insider trading (to the extent that it is applicable to the Participant), the Participant further
acknowledges that, depending on the
 
Participant’s or his or her broker’s country
 
of residence or where
 
the shares
of Stock
 
are listed,
 
the Participant
 
may be
 
subject to
 
insider trading
 
restrictions and/or
 
market abuse
 
laws that
may affect the Participant’s ability
 
to accept, acquire,
 
sell or
 
otherwise dispose of
 
shares of Stock,
 
rights to shares
of Stock (e.g.,
 
Performance Stock Units)
 
or rights linked
 
to the value of
 
shares of Stock,
 
during such times the
Participant
 
is
 
considered
 
to
 
have
 
“inside
 
information”
 
regarding
 
the
 
Company
 
as
 
defined
 
by
 
the
 
laws
 
or
regulations in the Participant’s country.
 
Local insider trading laws and regulations may prohibit the cancellation
or amendment of
 
orders the Participant
 
places before he
 
or she possessed
 
inside information.
 
Furthermore, the
Participant could be
 
prohibited from (i)
 
disclosing the inside
 
information to any
 
third party (other
 
than on a
 
“need
to know” basis)
 
and (ii) “tipping”
 
third parties or
 
causing them otherwise
 
to buy or
 
sell securities. The
 
Participant
understands
 
that
 
third
 
parties
 
include
 
fellow
 
employees.
 
Any
 
restriction
 
under
 
these
 
laws
 
or
 
regulations
 
are
separate from
 
and in
 
addition to
 
any restrictions
 
that may
 
be imposed
 
under any
 
applicable Company
 
insider
trading
 
policy.
 
The
 
Participant
 
acknowledges
 
that
 
it
 
is
 
the
 
Participant’s
 
responsibility
 
to
 
comply
 
with
 
any
applicable restrictions, and that the
 
Participant should therefore consult the Participant’s personal advisor on
 
this
matter.
12.
Electronic
 
Delivery.
The
 
Participant
 
agrees,
 
to
 
the
 
fullest
 
extent
 
permitted
 
by
 
law,
 
in
 
lieu
 
of
 
receiving
documents in paper
 
format, to accept
 
electronic delivery of
 
any documents that
 
the Company and
 
its Subsidiaries
or affiliated companies may deliver in connection with this grant
 
and any other grants offered by the Company,
including
 
prospectuses,
 
grant
 
notifications,
 
account
 
statements,
 
annual
 
or
 
quarterly
 
reports,
 
and
 
other
communications.
 
Electronic
 
delivery
 
of
 
a
 
document
 
may
 
be
 
made
 
via
 
the
 
Company’s
 
email
 
system
 
or
 
by
reference to a location on the Company’s intranet or website or a website of the Company’s agent administering
the
 
Plan.
 
By
 
accepting
 
this
 
grant,
 
whether
 
electronically
 
or
 
otherwise,
 
the
 
Participant
 
hereby
 
consents
 
to
participate in the Plan through
 
such system, intranet, or website,
 
including but not limited to
 
the use of electronic
signatures or click-through electronic acceptance of terms and conditions.
 
 
 
 
 
 
 
 
8
13.
English Language.
The Participant acknowledges
 
and agrees that it
 
is the Participant’s
 
express intent that
 
this
Agreement and the Plan and all other documents, notices and legal proceedings
 
entered into, given or instituted
pursuant to the Performance Stock
 
Units be drawn up in
 
English. To the extent the Participant has
 
been provided
with a copy of this Agreement, the Plan, or any other documents relating to this Award
 
in a language other than
English, the
 
English language
 
documents will
 
prevail in
 
case of
 
any ambiguities
 
or divergences
 
as a
 
result of
translation.
14.
Addendum.
Notwithstanding any
 
provisions in
 
this Agreement,
 
the Performance
 
Stock Units shall
 
be subject
to
 
any
 
special
 
terms
 
and
 
conditions
 
set
 
forth
 
in
 
the
 
Country-Specific
 
Addendum
 
to
 
this
 
Agreement
 
(the
“Addendum”).
 
Moreover,
 
if the
 
Participant transfers
 
to one
 
of the
 
countries included
 
in such
 
Addendum,
 
the
special terms and conditions
 
for such country will
 
apply to the Participant,
 
to the extent the
 
Company determines
that the application of such terms and conditions is necessary or advisable to comply with local law or facilitate
the
 
administration
 
of
 
the
 
Plan
 
(or
 
the
 
Company
 
may
 
establish
 
alternative
 
terms
 
and
 
conditions
 
as
 
may
 
be
necessary
 
or
 
advisable
 
to
 
accommodate
 
the
 
Participant’s
 
transfer).
 
The
 
Addendum
 
constitutes
 
part
 
of
 
this
Agreement.
15.
Not a
 
Public Offering
. The
 
award of
 
the Performance
 
Stock Units
 
is not
 
intended
 
to be
 
a public
 
offering
 
of
securities in the
 
Participant’s
 
country of
 
employment (or
 
country of residence,
 
if different).
 
The Company
 
has
not submitted any registration
 
statement, prospectus or other
 
filings with the local
 
securities authorities (unless
otherwise
 
required
 
under
 
local
 
law),
 
and
 
the
 
award
 
of
 
the
 
Performance
 
Stock
 
Units
 
is
 
not
 
subject
 
to
 
the
supervision of the
 
local securities authorities.
No employee of
 
the Company or
 
any of its
 
Subsidiaries or affiliated
companies is
 
permitted to
 
advise the
 
Participant on
 
whether he/she
 
should participate
 
in the
 
Plan. Acquiring
shares
 
of
 
Stock
 
involves
 
a
 
degree
 
of
 
risk.
 
Before
 
deciding
 
to
 
participate
 
in
 
the
 
Plan,
 
the
 
Participant
 
should
carefully
 
consider
 
all risk
 
factors relevant
 
to the
 
acquisition
 
of shares
 
of Stock
 
under the
 
Plan
 
and carefully
review
 
all of
 
the materials
 
related
 
to the
 
Performance
 
Stock Units
 
and the
 
Plan. In
 
addition,
 
the Participant
should consult with his/her personal advisor for professional
 
investment advice.
16.
Repatriation; Compliance with
 
Law
. The Participant
 
agrees to repatriate
 
all payments attributable
 
to the
 
shares
of
 
Stock
 
and/or
 
cash
 
acquired
 
under
 
the
 
Plan
 
in
 
accordance
 
with
 
applicable
 
foreign
 
exchange
 
rules
 
and
regulations in the
 
Participant’s
 
country of employment
 
(and country of
 
residence, if different).
 
In addition, the
Participant agrees to take any and all actions, and consent
 
to any and all actions taken by the Company and any
of its Subsidiaries and
 
affiliated companies, as may be
 
required to allow the
 
Company and any of
 
its Subsidiaries
and
 
affiliated
 
companies
 
to
 
comply
 
with
 
local
 
laws,
 
rules
 
and/or
 
regulations
 
in
 
the
 
Participant’s
 
country
 
of
employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as
may be required to comply with the Participant’s personal obligations under
 
local laws, rules and/or regulations
in the Participant’s country of employment
 
and country of residence, if different).
17.
Imposition
 
of
 
Other
 
Requirements
.
 
The
 
Company
 
reserves
 
the
 
right
 
to
 
impose
 
other
 
requirements
 
on
 
the
Participant’s participation in the Plan, on
 
the Performance Stock Unit,
 
and on any
 
shares of Stock acquired
 
under
the Plan, to
 
the extent the
 
Company determines it
 
is necessary or
 
advisable for legal
 
or administrative reasons,
and
 
to
 
require
 
the
 
Participant
 
to
 
sign
 
any
 
additional
 
agreements
 
or
 
undertakings
 
that
 
may
 
be
 
necessary
 
to
accomplish the foregoing.
18.
Committee’s Powers
. No provision contained in this Agreement shall in any way terminate, modify or alter, or
be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in
the Committee or, to the extent
 
delegated, in its delegate, pursuant
 
to the terms of
 
the Plan or
 
resolutions adopted
in furtherance of
 
the Plan, including,
 
without limitation, the
 
right to make
 
certain determinations and
 
elections
with respect
 
to the
 
Performance Stock
 
Unit. Any
 
dispute regarding
 
the interpretation
 
of this
 
Agreement or
 
the
terms of the Plan shall be submitted to the Committee or
 
its delegate who shall have the discretionary
 
authority
to construe the
 
terms of this Agreement,
 
the Plan, and all
 
documents ancillary to
 
this Award.
 
The decisions of
the Committee or its delegate shall be
 
final and binding and any reviewing court of
 
law or other party shall defer
to its decision,
 
overruling if, and
 
only if, it
 
is arbitrary and
 
capricious. In no
 
way is it intended
 
that this review
standard subject the Plan or Award
 
to the U.S. Employee Retirement Income Security Act.
19.
Binding Effect
. This Agreement
 
shall be binding
 
upon and inure
 
to the
 
benefit of any
 
successors to the
 
Company
and all persons lawfully claiming under the Participant.
20.
Governing Law
 
and Forum
. Without
 
limiting the
 
effect of
 
section 16,
 
this Agreement
 
shall be
 
governed by,
and construed in
 
accordance with, the
 
laws of the
 
State of Delaware
 
without regard to
 
principles of conflict
 
of
laws.
 
 
9
21.
Severability
.
 
The
 
provisions
 
of
 
this
 
Agreement
 
are
 
severable
 
and
 
if
 
any
 
one
 
or
 
more
 
of
 
the
 
provisions
 
are
determined to
 
be illegal or
 
otherwise unenforceable,
 
in whole or
 
in part, the
 
Agreement shall be
 
reformed and
construed so that it would
 
be enforceable to the
 
maximum extent legally possible, and
 
if it cannot be
 
so reformed
and construed, as if such unenforceable provision, or part thereof, had
 
never been contained herein.
22.
Waiver
. The waiver by the Company
 
with respect to Participant’s
 
(or any other participant’s)
 
compliance with
any
 
provision
 
of this
 
Agreement
 
shall not
 
operate
 
or be
 
construed
 
as a
 
waiver
 
of any
 
other
 
provision
 
of this
Agreement, or of any subsequent breach by such party of a provision of this Agreement.
A copy of the Plan and the Prospectus to the General Mills, Inc. 2022 Stock Compensation
 
Plan is available on G&Me
by searching “2022 Stock Compensation Plan”.
 
A copy of the Company’s latest Annual Report
 
on Form 10-K is also
available on the Company’s website
 
at www.generalmills.com
 
under Investor Information/Annual Reports.
GENERAL MILLS, INC.
 
 
 
10
GENERAL MILLS, INC.
PERFORMANCE STOCK UNIT AWARD
 
AGREEMENT
GRANT DATE:
PARTICIPANT:
[CEO]
PERNR:
TARGET NUMBER OF
 
UNITS SUBJECT TO
AWARD:
PERFORMANCE PERIOD:
EXPIRATION DATE
 
OF RESTRICTED
PERIOD:
This Award
 
is made
 
under the
 
General Mills,
 
Inc. 2022
 
Stock Compensation
 
Plan (the
 
"Plan"), and
 
is
subject
 
to
 
the
 
terms
 
and
 
conditions
 
contained
 
in
 
the
 
Plan
 
document
 
and
 
this
 
Performance
 
Stock
 
Unit
Award
 
Agreement (“Agreement”).
 
The Participant:
 
(i) acknowledges
 
receipt of
 
a copy
 
of the
 
Plan and
Plan prospectus, (ii) represents that the Participant
 
has carefully read and is familiar with the provisions
of this Agreement and the Plan, and (iii) hereby accepts
 
the Performance Stock Units subject to all of the
terms
 
and
 
conditions
 
set
 
forth
 
herein,
 
and
 
in the
 
Plan.
 
If the
 
Participant
 
does
 
not
 
wish to
 
receive
 
the
Performance
 
Stock
 
Units and/or
 
does
 
not
 
consent
 
and
 
agree
 
to the
 
terms
 
and
 
conditions on
 
which the
Performance
 
Stock Units
 
are offered,
 
as set
 
forth in
 
this Agreement
 
and the
 
Plan, then
 
the Participant
must
 
reject
 
this
 
Award
 
via
 
the
 
website
 
of
 
the
 
Company’s
 
designated
 
broker,
 
no
 
later
 
than
 
60
 
days
following the Grant Date.
 
If the Participant rejects this Award,
 
this Award will immediately
 
be forfeited
and cancelled.
 
The Participant’s failure to
 
reject this Award
 
within this 60 day period will constitute the
Participant’s
 
acceptance
 
of this
 
Award
 
and all
 
terms
 
and conditions
 
of this
 
Award,
 
as set
 
forth
 
in this
Agreement and the Plan.
THIS AWARD,
 
dated on
 
the above
 
Grant Date,
 
is made
 
by General
 
Mills, Inc., (the
 
"Company"), and
 
made to
the person named above (the "Participant" or referred
 
to as “I”, “you”, or “my”) (“Award”).
23.
Award
 
of Units.
 
Each unit
 
awarded represents
 
the right
 
to receive
 
one share
 
of the
 
Company common
 
stock,
par value
 
USD 0.10
 
per share
 
(“Stock”).
 
The units
 
granted
 
pursuant
 
to this
 
Agreement
 
are referred
 
to as
 
the
“Performance
 
Stock
 
Units”.
 
The
 
number
 
of
 
Performance
 
Stock
 
Units
 
earned
 
by
 
the
 
Participant
 
for
 
the
Performance Period will be determined at the end
 
of the Performance Period based on the level of achievement
against the
 
Performance Measures
 
and conditions
 
in accordance
 
with Attachment
 
A. The
 
number of
 
shares of
Stock the
 
Participant is
 
paid is
 
dependent on
 
the number
 
of Performance
 
Stock Units
 
earned and
 
satisfactory
completion
 
of
 
the
 
service
 
requirements
 
described
 
herein.
 
Whether,
 
and
 
the
 
extent
 
to
 
which
 
Performance
Measures have
 
been satisfied
 
at the
 
end of
 
the Performance
 
Period shall
 
be certified
 
by the
 
Compensation &
Talent Committee before any payment is made, and all such determinations shall be made by the Compensation
& Talent
 
Committee in
 
its sole
 
discretion. For
 
each Performance
 
Stock Unit
 
earned and
 
vested, if
 
any,
 
at the
Expiration Date of the Restricted Period, one share of the Company’s Stock shall be issued to the Participant on
the Expiration
 
Date of
 
the Restricted
 
Period, subject
 
to any
 
additional restrictions
 
or holding
 
requirements in
Attachment A. Except
 
as otherwise defined herein,
 
capitalized terms shall have
 
the same meanings
 
ascribed to
them under the Plan.
24.
Vesting of
 
Performance Stock Units; Forfeiture of Performance
 
Stock Units.
(a)
Vesting
 
Schedule
. The
 
Performance
 
Stock Units
 
shall vest
 
on the
 
Expiration
 
Date of
 
the Restricted
Period set forth above (“Vesting
 
Date”) subject to the terms of this Agreement and the Plan.
(b)
Forfeiture
 
of Performance
 
Stock Units
. The
 
Participant acknowledges
 
that the
 
Performance Stock
Units awarded hereunder are subject to forfeiture if the
 
Participant’s employment with the Company or
any subsidiary or affiliated companies terminates under certain circumstances before the Vesting
 
Date,
as herein provided.
(vi)
Resignation or Termination
 
for Cause.
 
If the Participant’s employment with the Company or
any subsidiary or affiliated
 
companies is terminated
 
by either (i)
 
resignation, or (ii)
 
a discharge
due to Participant’s
 
illegal activities, poor
 
work performance,
 
misconduct or
 
violation of the
 
 
11
Company’s Code of Conduct, policies or practices, then
 
these Performance Stock Units, to
 
the
extent
 
they
 
are
 
not
 
fully
 
vested
 
as
 
of
 
the
 
Termination
 
Date,
 
shall
 
for
 
no
 
consideration
 
be
cancelled and
 
forfeited in
 
their entirety.
 
For the
 
avoidance of
 
doubt, “Termination
 
Date” for
purposes of this Award will be deemed to occur as of the date Participant is no
 
longer actively
providing services
 
as an
 
employee, unless
 
otherwise determined
 
by the
 
Company in
 
its sole
discretion, and no vesting shall continue during any notice period that may be specified under
contract or
 
applicable law
 
with respect
 
to such
 
termination, including
 
any “garden
 
leave” or
similar period, except as may otherwise be permitted in the Company’s
 
sole discretion.
(vii)
Involuntary Termination/ Early Retirement.
 
If the Participant’s employment by the Company
terminates involuntarily
 
at the initiation
 
of the
 
Company for
 
any reason
 
other than
 
specified
in
 
Plan
 
Section
 
11
 
(Change
 
in
 
Control),
 
or
 
(i),
 
(iv)
 
or
 
(v)
 
in
 
this
 
section
 
2,
 
and
 
upon
 
the
execution (without
 
revoking) of
 
an effective
 
general legal
 
release and
 
such other
 
documents
as are
 
satisfactory to
 
the Company,
 
or if
 
the Participant
 
retires on
 
or after
 
age 55
 
but before
age 62,
 
this Award
 
shall be
 
payable on
 
the Expiration
 
Date of
 
the Restricted
 
Period
 
with a
value,
 
if
 
any,
 
that
 
otherwise
 
would
 
be
 
earned
 
under
 
the
 
applicable
 
performance
 
goals
established under Attachment A based on actual performance; and shall vest at the Expiration
Date
 
of
 
the
 
Restricted
 
Period
 
in
 
a
 
pro-rata
 
amount
 
based
 
on actual
 
employment
 
completed
during the Performance
 
Period through the
 
date of termination.
 
All other Performance
 
Share
Units shall be forfeited as of the date of termination.
 
(viii)
Death.
 
If a
 
Participant dies
 
while employed
 
by the
 
Company or
 
any subsidiary
 
or
affiliated companies
 
during the
 
Performance Period,
 
this Award
 
shall fully
 
vest and
 
shall be
considered
 
to
 
be
 
earned
 
in
 
full
 
“at
 
target”
 
as
 
if
 
the
 
applicable
 
Performance
 
Measures
established in Attachment A have been achieved at target, and settled
 
and paid on the first day
of the month following death to the designated beneficiary or beneficiaries.
(ix)
Normal Retirement
.
 
If the termination
 
of employment is due
 
to a Participant’s
 
retirement on
or after
 
age 62,
 
then
 
if such
 
retirement occurs
 
before the
 
end of
 
the Company’s
 
fiscal year
within
 
which
 
this
 
Award
 
was
 
granted,
 
it
 
shall
 
vest
 
in
 
a
 
pro-rata
 
amount
 
based
 
on
 
actual
employment completed during said
 
fiscal year.
 
But if such retirement occurs after
 
the end of
the fiscal year in which it is awarded, then it shall vest fully.
 
In either case, vested Units shall
be paid
 
on the
 
Expiration Date
 
of the
 
Restricted Period,
 
with a
 
value, if
 
any,
 
that otherwise
would be earned under the applicable
 
performance goals established in the Attachment
 
based
on actual performance.
(x)
Spin-offs and Other
 
Divestitures.
 
If the termination
 
of employment
 
is due to
 
the divestiture,
cessation,
 
transfer,
 
or
 
spin-off
 
of
 
a
 
line
 
of
 
business
 
or
 
other
 
activity
 
of
 
the
 
Company,
 
the
Committee, in
 
its sole
 
discretion, shall
 
determine the
 
conversion, vesting,
 
or other
 
treatment
of these Awards. Such treatment shall be consistent with
 
Code Section 409A, and in particular
will take into
 
account whether a
 
separation from
 
service has occurred
 
within the meaning
 
of
Code Section 409A.
25.
Dividend
 
Equivalents.
 
Subject
 
to
 
any
 
applicable
 
provisions
 
in
 
Attachment
 
A,
 
any
 
dividends
 
or
 
other
distributions declared payable on the Company’s Stock on or after the Grant Date of
 
this Award until the Award
is settled
 
and/or
 
forfeited
 
shall
 
be
 
credited
 
notionally
 
to
 
the Participant
 
in
 
an
 
amount
 
equal
 
to
 
such
 
declared
dividends or other distributions
 
on an equivalent number
 
of shares of Stock
 
(“Dividend Equivalents”).
 
Dividend
Equivalents so credited shall be paid if,
 
and only to the extent, the
 
underlying Performance Stock Units to which
they relate become unrestricted and vest, as provided under the terms of the Plan and this Agreement.
 
Dividend
Equivalents credited in respect to Performance Stock Units that
 
are forfeited under the terms of the
 
Plan and this
document,
 
are
 
correspondingly
 
forfeited.
 
No
 
interest
 
or
 
other
 
earnings
 
shall
 
be
 
credited
 
on
 
Dividend
Equivalents.
 
Vested
 
Dividend Equivalents shall be paid in cash at the same time as the
 
underlying Performance
Stock Units to which they relate are settled.
26.
Settlement
 
of Performance
 
Stock
 
Units.
 
Upon vesting
 
of the
 
Performance
 
Stock Units,
 
settlement
 
shall
 
be
completed as soon as administratively practicable
 
but in no event
 
later than 30 days
 
after the vesting date, except
where
 
such
 
settlement
 
following
 
a
 
Section
 
409A
 
Separation
 
from
 
Service
 
requires
 
a
 
six-month
 
delay.
 
The
Company
 
will provide
 
for settlement
 
in the
 
form of
 
shares of
 
Stock. At
 
the Company’s
 
discretion, additional
restrictions or holding requirements may be imposed on settled Units and dividend
 
equivalents, if any.
 
 
 
 
12
27.
Non-Transferability
.
 
The
 
Performance
 
Stock
 
Units
 
may
 
not
 
be
 
sold,
 
assigned,
 
pledged,
 
exchanged,
hypothecated, encumbered,
 
disposed of, or
 
otherwise transferred, unless
 
otherwise provided in
 
the Plan or
 
this
Agreement.
 
Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose
 
of the Performance
Stock Units or
 
of such rights contrary
 
to the provisions hereof
 
or in the Plan,
 
the Performance Stock
 
Units and
such rights shall immediately become null and void.
28.
Withholding of
 
Tax.
 
The Participant acknowledges
 
that, regardless of
 
any action taken by
 
the Company or,
 
if
different,
 
the
 
subsidiary
 
or
 
affiliated
 
company
 
that
 
employs
 
the
 
Participant
 
(the
 
“Employer”),
 
the
 
ultimate
liability for all
 
income tax, social
 
contributions, payroll tax,
 
fringe benefits tax,
 
payment on account,
 
hypothetical
tax or
 
other tax-related
 
items related
 
to the
 
Participant’s
 
participation in
 
the Plan
 
and legally
 
applicable to
 
the
Participant or
 
deemed by
 
the Company
 
or the
 
Employer in
 
their discretion
 
to be
 
an appropriate
 
charge to
 
the
Participant even if legally applicable to the
 
Company or the Employer (“Tax-Related Items”), is and remains the
Participant’s
 
responsibility and
 
may exceed the
 
amount actually withheld
 
by the Company
 
or the Employer,
 
if
any.
 
The Participant further
 
acknowledges that the
 
Company and/or the
 
Employer (a) make
 
no representations
or
 
undertakings
 
regarding
 
the
 
treatment
 
of
 
any
 
Tax-Related
 
Items
 
in
 
connection
 
with
 
any
 
aspect
 
of
 
the
Performance Stock Units, including, but not limited to, the grant, vesting, the subsequent sale of shares of Stock
acquired pursuant
 
to such vesting
 
and the receipt
 
of any dividends;
 
and (b) do
 
not commit to
 
and are under
 
no
obligation to structure the terms of the
 
grant or any aspect of the Performance Stock
 
Units to reduce or eliminate
the Participant’s liability for Tax
 
-Related Items or achieve any particular tax result. Further, if the Participant is
subject to Tax
 
-Related Items in more than one
 
jurisdiction between the Grant Date
 
and the date of any relevant
taxable
 
or
 
tax
 
withholding
 
event,
 
as
 
applicable,
 
the
 
Participant
 
acknowledges
 
that
 
the
 
Company
 
and/or
 
the
Employer (or former employer, as applicable)
 
may be required to withhold or account for Tax
 
-Related Items in
more than one jurisdiction.
Prior to
 
the relevant
 
taxable or
 
tax withholding
 
event, as
 
applicable,
 
the Participant
 
agrees to
 
make
 
adequate
arrangements satisfactory to
 
the Company and/or
 
the Employer to satisfy
 
all Tax-Related
 
Items. In this regard,
unless otherwise approved by
 
the Committee, the Company
 
shall satisfy the obligations
 
with regard to all Tax-
Related Items by
 
one or
 
a combination
 
of the following:
 
(i) withholding
 
from the Participant’s
 
wages or other
cash compensation paid to
 
the Participant by the
 
Company and/or the Employer;
 
(ii) withholding from the
 
shares
of
 
Stock
 
to
 
be
 
delivered
 
upon
 
settlement
 
of
 
the
 
Performance
 
Stock
 
Units
 
or
 
other
 
awards
 
granted
 
to
 
the
Participant or
 
(iii) permitting
 
the Participant
 
to tender
 
to the
 
Company cash
 
or,
 
if allowed
 
by the
 
Committee,
shares of Stock.
Depending
 
on
 
the
 
withholding
 
method,
 
the
 
Company
 
may
 
withhold
 
or
 
account
 
for
 
Tax-Related
 
Items
 
by
considering applicable statutory
 
withholding rates (as
 
determined by the
 
Company in good
 
faith and in its
 
sole
discretion)
 
or
 
other
 
applicable
 
withholding
 
rates,
 
including
 
maximum
 
applicable
 
rates,
 
in
 
which
 
case
 
the
Participant
 
will
 
receive
 
a
 
refund
 
of
 
any
 
over-withheld
 
amount
 
and
 
will
 
have
 
no
 
entitlement
 
to
 
the
 
share
equivalent.
 
If the
 
obligation for
 
Tax-Related
 
Items is
 
satisfied by
 
withholding from
 
the shares
 
of Stock
 
to be
delivered upon vesting of the Performance Stock Units, for tax purposes, the Participant is deemed to have been
issued the full number of shares of
 
Stock subject to the Performance Stock Units, notwithstanding that a
 
number
of shares
 
of Stock
 
are held
 
back solely
 
for the
 
purpose of
 
paying the
 
Tax-Related
 
Items. The
 
Participant will
have
 
no further
 
rights with
 
respect to
 
any
 
shares of
 
Stock that
 
are retained
 
by the
 
Company pursuant
 
to
 
this
provision.
The
 
Participant
 
agrees
 
to
 
pay
 
to
 
the
 
Company
 
or
 
the
 
Employer
 
any
 
amount
 
of
 
Tax-Related
 
Items
 
that
 
the
Company or the
 
Employer may be
 
required to withhold
 
or account for
 
as a
 
result of the
 
Participant’s participation
in the
 
Plan that
 
cannot be
 
satisfied by
 
the means
 
previously
 
described.
 
The Company
 
may refuse
 
to issue
 
or
deliver
 
shares
 
of
 
Stock
 
or
 
proceeds
 
from
 
the
 
sale
 
of
 
shares
 
of
 
Stock
 
until
 
arrangements
 
satisfactory
 
to
 
the
Company have been made in connection with the Tax
 
-Related Items.
29.
Restrictive Covenants;
 
Confidential Information.
 
The Participant
 
agrees to
 
cooperate with
 
the Company
 
in
any way
 
needed in order
 
to comply with,
 
or fulfill the
 
terms of the
 
Plan and this
 
Award
 
document.
 
As a term
and condition of this Award,
 
Participant agrees to the following terms:
 
e.
I agree to use General Mills Confidential Information only as needed in the performance of my duties,
to
 
hold
 
and
 
protect
 
such
 
information
 
as
 
confidential
 
to
 
the
 
Company,
 
and
 
not
 
to
 
engage
 
in
 
any
unauthorized
 
use
 
or
 
disclosure
 
of
 
such
 
information
 
for
 
so
 
long
 
as
 
such
 
information
 
qualifies
 
as
Confidential
 
Information.
 
I
 
agree
 
that
 
after
 
my
 
employment
 
with
 
the
 
Company
 
terminates
 
for
 
any
reason, including
 
“retirement” as
 
that term
 
is used
 
in the
 
Plan, I
 
will not
 
use or
 
disclose, directly
 
or
indirectly,
 
Company Confidential
 
Information or
 
trade secrets
 
for any
 
purpose, unless
 
I get
 
the prior
written consent of my manager to do so.
 
13
This document does
 
not prevent me from
 
filing a complaint with
 
a government agency
 
(including the
Securities
 
and
 
Exchange
 
Commission,
 
Department
 
of
 
Justice,
 
Equal
 
Employment
 
Opportunity
Commission and
 
others) or from
 
participating in
 
an agency proceeding.
 
This document also
 
does not
prevent
 
me
 
from
 
providing
 
an
 
agency
 
with
 
information,
 
including
 
this
 
document,
 
unless
 
such
information
 
is
 
legally
 
protected
 
from
 
disclosure
 
to
 
third
 
parties.
 
I
 
do
 
not
 
need
 
prior
 
company
authorization to take these actions, nor must I notify the company I have done
 
so.
Also, as provided in
 
18 U.S.C. 1833(b), I
 
cannot be held criminally
 
or civilly liable under
 
any federal
or state
 
trade secret
 
law for
 
making a
 
trade secret
 
disclosure: (A)
 
in confidence
 
to a
 
federal, state,
 
or
local
 
government
 
official,
 
either
 
directly
 
or
 
indirectly,
 
or
 
to
 
an
 
attorney,
 
solely
 
for
 
the
 
purpose
 
of
reporting or investigating a suspected violation of law; or (B) in
 
a complaint or other document filed in
a lawsuit or other proceeding, if such filing is made under seal.
General
 
Mills
 
Confidential
 
Information
 
means
 
any
 
non-public
 
information
 
I
 
create,
 
receive,
 
use
 
or
observe
 
in
 
the
 
performance
 
of
 
my
 
job
 
at
 
General
 
Mills,
 
including
 
trade
 
secrets.
 
Examples
 
of
Confidential Information include marketing,
 
merchandising, business plans, business
 
methods, pricing,
purchasing,
 
licensing,
 
contracts,
 
employee,
 
supplier
 
or
 
customer
 
information,
 
financial
 
data,
technological developments, manufacturing processes and specifications, product formulas, ingredient
specifications, software
 
code, and
 
all other proprietary
 
information which
 
is not publicly
 
available to
others.
Prior to leaving the Company,
 
I agree to return all materials in
 
my possession containing Confidential
Information, as well as all other
 
documents and other tangible items provided
 
to me by General Mills,
or developed by me in connection with my employment with the Company.
f.
[
This
 
Section
 
7.b.
 
does
 
not
 
apply
 
to
 
California,
 
Colorado,
 
Minnesota,
 
and
 
Washington
 
-based
employees.
] I agree that for one year
 
after I leave the Company,
 
including retiring from the Company,
I will
 
not work on
 
any product,
 
brand category,
 
process, or
 
service: (A)
 
on which
 
I worked,
 
or about
which
 
I
 
had
 
access
 
to
 
Confidential
 
Information,
 
in
 
the
 
year
 
immediately
 
preceding
 
my
 
termination
(including retirement) from General Mills,
 
and (B) which competes with
 
General Mills products, brand
categories, processes, or related services.
 
g.
I agree that for one year after I
 
leave General Mills, including retiring from the Company, I will refrain
from directly
 
or indirectly
 
soliciting Company
 
employees for
 
the purpose
 
of hiring
 
them or
 
inducing
them to leave their employment with the Company.
h.
I agree that after I leave General Mills, including retiring from the Company, I will indefinitely refrain
from
 
using
 
Company
 
client
 
or
 
contact
 
lists,
 
and
 
for
 
two
 
years
 
I
 
will
 
refrain
 
from
 
soliciting
 
the
Company’s customers.
A breach of the obligations set forth in this
 
paragraph may result in the rescission of the
 
Award, termination and
forfeiture of
 
any unvested Units,
 
and/or required
 
payment to the
 
Company of
 
all or a
 
portion of
 
any monetary
gains acquired
 
by the Participant
 
as a result
 
of the Award,
 
unless the Award
 
vested and
 
was settled more
 
than
four (4) years prior to the breach.
 
The foregoing remedies are in addition to, and
 
not in lieu of injunctive relief
and/or any other legal or equitable remedies available under applicable
 
law.
30.
Nature of Grant.
 
In accepting the Performance Stock Units, the Participant acknowledges and agrees that:
(m)
the Plan is established voluntarily by the Company, it is discretionary in nature and
 
it may be modified,
amended, suspended
 
or terminated
 
by the Company,
 
in its sole
 
discretion, at
 
any time (subject
 
to any
limitations set forth in the Plan);
(n)
the grant of
 
the Performance Stock
 
Units is
 
voluntary and occasional
 
and does not
 
create any
 
contractual
or other
 
right to
 
receive future
 
grants of
 
Performance Stock
 
Units, or
 
benefits in
 
lieu of
 
Performance
Stock Units, even if Performance Stock Units s or other awards have been granted
 
in the past;
(o)
all decisions with respect to future awards, if any,
 
will be at the sole discretion of the Company;
(p)
the Participant’s participation
 
in the Plan is voluntary;
 
 
14
(q)
the Performance
 
Stock Units
 
and the
 
Participant’s
 
participation in
 
the Plan
 
shall not
 
create a
 
right to
employment
 
or
 
be
 
interpreted
 
as
 
forming
 
an
 
employment
 
contract
 
with
 
the
 
Company
 
or
 
any
 
of
 
its
Subsidiaries
 
or
 
affiliated
 
companies
 
and
 
shall
 
not
 
interfere
 
with
 
the
 
ability
 
of
 
the
 
Company
 
or
 
the
Employer, as
 
applicable, to terminate
 
the Participant’s
 
employment relationship (as
 
otherwise may be
permitted under local law);
(r)
unless
 
otherwise
 
agreed
 
with
 
the
 
Company,
 
the
 
Performance
 
Stock
 
Units
 
and
 
any
 
shares
 
of
 
Stock
acquired upon vesting of the Performance Stock Units, and the income from and value of
 
same, are not
granted as consideration for, or
 
in connection with, any
 
service the Participant
 
may provide as
 
a director
of any subsidiary or affiliate of the Company;
(s)
the Performance Stock Units and any
 
shares of Stock acquired under the
 
Plan and the income and
 
value
of same,
 
are not
 
part of
 
normal or
 
expected compensation
 
for purposes
 
of calculating
 
any severance,
resignation,
 
termination,
 
redundancy,
 
dismissal,
 
end-of-service
 
payments,
 
bonuses,
 
long-service
awards,
 
pension
 
or
 
retirement
 
or
 
welfare
 
benefits
 
or
 
similar
 
payments
 
and
 
in
 
no
 
event
 
should
 
be
considered as compensation for, or relating in any
 
way to, past services
 
for the Company, the Employer
or any subsidiary
 
or affiliate of the Company;
(t)
the
 
future
 
value
 
of
 
the
 
shares
 
of
 
Stock
 
underlying
 
the
 
Performance
 
Stock
 
Units
 
is
 
unknown,
indeterminable, and cannot be predicted with certainty;
 
(u)
upon vesting of
 
the Performance
 
Stock Units, the
 
value of such
 
shares of Stock
 
may increase or
 
decrease
in value;
 
(v)
no
 
claim
 
or
 
entitlement
 
to
 
compensation
 
or
 
damages
 
shall
 
arise
 
from
 
forfeiture
 
of
 
the
 
Performance
Stock Units resulting from termination
 
of the Participant’s employment (for any reason
 
whatsoever and
whether
 
or
 
not
 
in
 
breach
 
of
 
local
 
labor
 
laws
 
or
 
later
 
found
 
invalid)
 
and,
 
in
 
consideration
 
of
 
the
Performance Stock Units,
 
the Participant agrees
 
not to institute any
 
claim against the Company
 
or the
Employer;
(w)
the
 
Performance
 
Stock
 
Units
 
and
 
the
 
benefits
 
evidenced
 
by
 
this
 
Agreement
 
do
 
not
 
create
 
any
entitlement
 
not
 
otherwise
 
specifically
 
provided
 
for
 
in
 
the
 
Plan
 
or
 
provided
 
by
 
the
 
Company
 
in
 
its
discretion,
 
to have
 
the
 
Performance
 
Stock Units
 
or
 
any
 
such benefits
 
transferred
 
to, or
 
assumed
 
by,
another company, nor to be exchanged,
 
cashed out or substituted for, in connection with any corporate
transaction affecting the shares of Stock; and
(x)
neither the Company
 
nor any of its
 
Subsidiaries or affiliated
 
companies shall be
 
liable for any foreign
exchange rate
 
fluctuation between
 
the Participant’s
 
local currency and
 
the U.S. dollar
 
that may affect
the value of the Performance Stock Units or any amounts due to the Participant pursuant to the vesting
of the Performance Stock Units or the subsequent sale of any shares of Stock acquired upon vesting
 
of
the Performance Stock Units.
31.
Data
 
Privacy.
If the
 
Participant would
 
like to
 
participate in
 
the Plan,
 
the Participant
 
will need
 
to review
 
the
information provided in this Section 9 and, where applicable, declare the Participant’s consent to the processing
of personal data by the Company and the third parties stated below.
 
If
 
the
 
Participant
 
is
 
based
 
in
 
the
 
European
 
Union
 
(“EU”),
 
European
 
Economic
 
Area
 
(“EEA”)
 
or
 
United
Kingdom,
 
please
 
note
 
that
 
General
 
Mills,
 
Inc.
 
with
 
registered
 
address
 
at
 
One
 
General
 
Mills
 
Boulevard,
Minneapolis, MN 55426-1347, is the controller responsible for the processing of the Participant’s
 
personal data
in connection with the Agreement and the Plan.
 
(i)
Data Collection
 
and Usage.
 
The Company
 
collects, processes,
 
uses and
 
transfers certain
 
personally-
identifiable information about the Participant,
 
specifically, the
 
Participant’s
 
name, home address and
telephone
 
number,
 
email
 
address,
 
date
 
of
 
birth,
 
social
 
insurance,
 
passport
 
number
 
or
 
other
identification
 
number,
 
salary,
 
nationality,
 
job
 
title,
 
any
 
shares
 
of
 
Stock
 
or
 
directorships
 
held
 
in
 
the
Company or any affiliated company, details of all Performance Stock Units or any other entitlement to
shares
 
of
 
Stock
 
awarded,
 
canceled,
 
exercised,
 
settled,
 
vested,
 
unvested
 
or
 
outstanding
 
in
 
the
Participant’s
 
favor,
 
which the Company
 
receives from
 
the Participant or
 
the Employer (the
 
“Data”).
The
 
Company
 
collects,
 
processes
 
and
 
uses
 
the
 
Data
 
for
 
the
 
purposes
 
of
 
performing
 
its
 
contractual
 
 
 
 
 
 
15
obligations
 
under
 
this
 
Agreement,
 
implementing,
 
administering
 
and
 
managing
 
the
 
Participant’s
participation in the Plan and facilitating compliance with applicable
 
tax and securities law.
If the Participant is based in the EU, EEA or United Kingdom, the legal basis for the processing of the
Data by
 
the Company
 
is the
 
necessity of
 
the processing
 
for the
 
Company
 
to perform
 
its contractual
obligations
 
under
 
this
 
Agreement
 
and
 
the
 
Plan
 
and
 
the
 
Company’s
 
legitimate
 
business
 
interests
 
of
managing
 
the
 
Plan,
 
administering
 
employee
 
equity
 
awards
 
and
 
complying
 
with
 
its
 
contractual
 
and
statutory obligations.
If the
 
Participant is
 
based in
 
any other
 
jurisdiction, the
 
legal basis
 
for the
 
processing
 
of the
 
Data by
the Company is the Participant’s
 
consent as further described below.
(j)
Stock
 
Plan
 
Administration
 
Service
 
Providers.
 
The
 
Company
 
transfers
 
Data
 
to
 
E*TRADE
 
Financial
Corporate Services,
 
Inc. (including
 
its affiliated
 
companies), an
 
independent service
 
provider
 
which
assists
 
the
 
Company
 
with
 
the
 
implementation,
 
administration
 
and
 
management
 
of
 
the
 
Plan.
 
In
 
the
future, the Company may select
 
a different service provider, which will in a similar manner, share Data
with
 
such
 
service
 
provider.
 
The
 
Company’s
 
service
 
provider
 
will
 
maintain
 
an
 
account
 
for
 
the
Participant to administer the Performance Stock Units. The processing of Data will take
 
place through
both electronic and
 
non-electronic means.
 
Data will only be accessible
 
by those individuals requiring
access to it for purposes of implementing, administering and operating
 
the Plan.
(k)
International Data
 
Transfers.
 
The Company
 
and its
 
service providers
 
are
 
based in
 
the United
 
States
and
 
India.
 
The
 
Participant’s
 
country
 
or
 
jurisdiction
 
may
 
have
 
different
 
data
 
privacy
 
laws
 
and
protections
 
than the
 
United States
 
and India.
 
An appropriate
 
level of
 
protection
 
can be
 
achieved
 
by
implementing safeguards such as the Standard
 
Contractual Clauses adopted by the EU Commission.
If the Participant is based in any other jurisdiction, the Data will be transferred from the Participant’s
jurisdiction to the Company and onward from the Company to any of its
 
service providers based on the
Participant’s
 
consent, as further described below.
(l)
Data Retention.
 
The Company
 
will use
 
the Data
 
only as
 
long as
 
necessary to
 
implement, administer
and
 
manage
 
the
 
Participant’s
 
participation
 
in
 
the
 
Plan,
 
or
 
as
 
required
 
to
 
comply
 
with
 
legal
 
or
regulatory
 
obligations,
 
including
 
tax
 
and
 
securities
 
laws.
 
When
 
the
 
Company
 
no
 
longer
 
needs
 
the
Data, the Company
 
will remove it
 
from its
 
systems.
 
If the Company
 
keeps data longer,
 
it would be to
satisfy
 
legal
 
or
 
regulatory
 
obligations
 
and
 
the
 
Company’s
 
legal
 
basis
 
would
 
be
 
relevant
 
laws
 
or
regulations
 
(if the
 
Participant is
 
in the
 
EU, EEA or
 
United Kingdom)
 
or the
 
Participant’s
 
consent (if
the Participant is outside the EU, EEA or United Kingdom).
(m)
Data
 
Subject
 
Rights.
 
The
 
Participant
 
may
 
have
 
a
 
number
 
of
 
rights
 
under
 
data
 
privacy
 
laws
 
in
 
the
Participant’s
 
jurisdiction.
 
Subject
 
to
 
the
 
conditions
 
set
 
out
 
in
 
the
 
applicable
 
law
 
and
 
depending
 
on
where the Participant
 
is based, such rights may
 
include the right to (i)
 
request access to,
 
or copies of,
the
 
Data
 
processed
 
by
 
the
 
Company,
 
(ii)
 
rectification
 
of
 
incorrect
 
Data,
 
(iii)
 
deletion
 
of
 
Data,
 
(iv)
restrictions on the processing of
 
Data, (v) object to the processing of Data for legitimate interests, (vi)
portability of Data, (vii) lodge
 
complaints with competent authorities in
 
the Participant’s
 
jurisdiction,
and/or
 
to
 
(viii)
 
receive
 
a
 
list
 
with
 
the
 
names
 
and
 
addresses
 
of
 
any
 
potential
 
recipients
 
of
 
Data.
 
To
receive clarification regarding
 
these rights or to exercise
 
these rights, the Participant can
 
contact HR
Direct.
(n)
Necessary Disclosure of Personal Data. The Participant understands that providing the Company with
Data is necessary
 
for the performance
 
of the Agreement
 
and that the
 
Participant’s
 
refusal to
 
provide
the Data
 
would make
 
it impossible
 
for the
 
Company to
 
perform its
 
contractual
 
obligations
 
and may
affect the Participant’s
 
ability to participate in the Plan.
(o)
Declaration
 
of
 
Consent
 
(if
 
the
 
Participant
 
is
 
outside
 
the
 
EU,
 
EEA
 
and
 
United
 
Kingdom).
 
The
Participant hereby
 
unambiguously consents
 
to the
 
collection, use
 
and transfer,
 
in electronic
 
or other
form, of the Data,
 
as described above and
 
in any other grant
 
materials, by and among,
 
as applicable,
the
 
Employer,
 
the
 
Company
 
and
 
any
 
affiliated
 
company
 
for
 
the
 
exclusive
 
purpose
 
of
 
implementing,
administering and
 
managing the Participant’s
 
participation in the
 
Plan. The Participant
 
understands
that the Participant may, at any time, refuse or withdraw the consents herein,
 
in any case without cost,
by contacting HR Direct.
 
If the Participant does not consent or later seeks to revoke the
 
Participant’s
consent,
 
the
 
Participant’s
 
employment
 
status
 
or
 
service
 
with
 
the
 
Employer
 
will
 
not
 
be
 
affected;
 
the
 
 
 
 
 
 
16
Participant’s
 
consequence of refusing
 
or withdrawing consent
 
is that the Company
 
would not be able
to
 
award
 
the
 
Participant
 
Performance
 
Stock
 
Units
 
or
 
any
 
other
 
equity
 
award
 
to
 
the
 
Participant
 
or
administer
 
or
 
maintain
 
such
 
awards.
 
Therefore,
 
the
 
Participant
 
understands
 
that
 
refusing
 
or
withdrawing
 
consent
 
may
 
affect
 
the
 
Participant’s
 
ability
 
to
 
participate
 
in
 
the
 
Plan.
 
For
 
more
information on the consequences of refusal to consent or withdrawal of
 
consent, the Participant should
contact HR Direct.
32.
Clawback
.
 
This
 
Award
 
is
 
specifically
 
made
 
subject
 
to
 
the
 
Company’s
 
Executive
 
Compensation
 
Clawback
Policies.
33.
Insider Trading;
 
Market Abuse Laws.
 
By participating in the Plan,
 
the Participant agrees to comply with the
Company’s policy on insider trading (to the extent that it is applicable to the Participant), the Participant further
acknowledges that, depending on the
 
Participant’s or his or her broker’s country
 
of residence or where
 
the shares
of Stock
 
are listed,
 
the Participant
 
may be
 
subject to
 
insider trading
 
restrictions and/or
 
market abuse
 
laws that
may affect the Participant’s ability
 
to accept, acquire,
 
sell or
 
otherwise dispose of
 
shares of Stock,
 
rights to shares
of Stock (e.g.,
 
Performance Stock Units)
 
or rights linked
 
to the value of
 
shares of Stock,
 
during such times the
Participant
 
is
 
considered
 
to
 
have
 
“inside
 
information”
 
regarding
 
the
 
Company
 
as
 
defined
 
by
 
the
 
laws
 
or
regulations in the Participant’s country.
 
Local insider trading laws and regulations may prohibit the cancellation
or amendment of
 
orders the Participant
 
places before he
 
or she possessed
 
inside information.
 
Furthermore, the
Participant could be
 
prohibited from (i)
 
disclosing the inside
 
information to any
 
third party (other
 
than on a
 
“need
to know” basis)
 
and (ii) “tipping”
 
third parties or
 
causing them otherwise
 
to buy or
 
sell securities. The
 
Participant
understands
 
that
 
third
 
parties
 
include
 
fellow
 
employees.
 
Any
 
restriction
 
under
 
these
 
laws
 
or
 
regulations
 
are
separate from
 
and in
 
addition to
 
any restrictions
 
that may
 
be imposed
 
under any
 
applicable Company
 
insider
trading
 
policy.
 
The
 
Participant
 
acknowledges
 
that
 
it
 
is
 
the
 
Participant’s
 
responsibility
 
to
 
comply
 
with
 
any
applicable restrictions, and that the
 
Participant should therefore consult the Participant’s personal advisor on
 
this
matter.
34.
Electronic
 
Delivery.
The
 
Participant
 
agrees,
 
to
 
the
 
fullest
 
extent
 
permitted
 
by
 
law,
 
in
 
lieu
 
of
 
receiving
documents in paper
 
format, to accept
 
electronic delivery of
 
any documents that
 
the Company and
 
its Subsidiaries
or affiliated companies may deliver in connection with this grant
 
and any other grants offered by the Company,
including
 
prospectuses,
 
grant
 
notifications,
 
account
 
statements,
 
annual
 
or
 
quarterly
 
reports,
 
and
 
other
communications.
 
Electronic
 
delivery
 
of
 
a
 
document
 
may
 
be
 
made
 
via
 
the
 
Company’s
 
email
 
system
 
or
 
by
reference to a location on the Company’s intranet or website or a website of the Company’s agent administering
the
 
Plan.
 
By
 
accepting
 
this
 
grant,
 
whether
 
electronically
 
or
 
otherwise,
 
the
 
Participant
 
hereby
 
consents
 
to
participate in the Plan through
 
such system, intranet, or website,
 
including but not limited to
 
the use of electronic
signatures or click-through electronic acceptance of terms and conditions.
35.
English Language.
The Participant acknowledges
 
and agrees that it
 
is the Participant’s
 
express intent that
 
this
Agreement and the Plan and all other documents, notices and legal proceedings
 
entered into, given or instituted
pursuant to the Performance Stock
 
Units be drawn up in
 
English. To the extent the Participant has
 
been provided
with a copy of this Agreement, the Plan, or any other documents relating to this Award
 
in a language other than
English, the
 
English language
 
documents will
 
prevail in
 
case of
 
any ambiguities
 
or divergences
 
as a
 
result of
translation.
36.
Addendum.
Notwithstanding any
 
provisions in
 
this Agreement,
 
the Performance
 
Stock Units shall
 
be subject
to
 
any
 
special
 
terms
 
and
 
conditions
 
set
 
forth
 
in
 
the
 
Country-Specific
 
Addendum
 
to
 
this
 
Agreement
 
(the
“Addendum”).
 
Moreover,
 
if the
 
Participant transfers
 
to one
 
of the
 
countries included
 
in such
 
Addendum,
 
the
special terms and conditions
 
for such country will
 
apply to the Participant,
 
to the extent the
 
Company determines
that the application of such terms and conditions is necessary or advisable to comply with local law or facilitate
the
 
administration
 
of
 
the
 
Plan
 
(or
 
the
 
Company
 
may
 
establish
 
alternative
 
terms
 
and
 
conditions
 
as
 
may
 
be
necessary
 
or
 
advisable
 
to
 
accommodate
 
the
 
Participant’s
 
transfer).
 
The
 
Addendum
 
constitutes
 
part
 
of
 
this
Agreement.
37.
Not a
 
Public Offering
. The
 
award of
 
the Performance
 
Stock Units
 
is not
 
intended
 
to be
 
a public
 
offering
 
of
securities in the
 
Participant’s
 
country of
 
employment (or
 
country of residence,
 
if different).
 
The Company
 
has
not submitted any registration
 
statement, prospectus or other
 
filings with the local
 
securities authorities (unless
otherwise
 
required
 
under
 
local
 
law),
 
and
 
the
 
award
 
of
 
the
 
Performance
 
Stock
 
Units
 
is
 
not
 
subject
 
to
 
the
supervision of the
 
local securities authorities.
No employee of
 
the Company or
 
any of its
 
Subsidiaries or affiliated
companies is
 
permitted to
 
advise the
 
Participant on
 
whether he/she
 
should participate
 
in the
 
Plan. Acquiring
shares
 
of
 
Stock
 
involves
 
a
 
degree
 
of
 
risk.
 
Before
 
deciding
 
to
 
participate
 
in
 
the
 
Plan,
 
the
 
Participant
 
should
carefully
 
consider
 
all risk
 
factors relevant
 
to the
 
acquisition
 
of shares
 
of Stock
 
under the
 
Plan
 
and carefully
 
 
 
 
 
 
 
17
review
 
all of
 
the materials
 
related
 
to the
 
Performance
 
Stock Units
 
and the
 
Plan. In
 
addition,
the Participant
should consult with his/her personal advisor for professional
 
investment advice.
38.
Repatriation; Compliance with
 
Law
. The Participant
 
agrees to repatriate
 
all payments attributable
 
to the
 
shares
of
 
Stock
 
and/or
 
cash
 
acquired
 
under
 
the
 
Plan
 
in
 
accordance
 
with
 
applicable
 
foreign
 
exchange
 
rules
 
and
regulations in the
 
Participant’s country
 
of employment (and
 
country of residence,
 
if different). In
 
addition, the
Participant agrees to take any and all actions, and
 
consent to any and all actions taken by the Company and
 
any
of its Subsidiaries and
 
affiliated companies, as may be
 
required to allow the
 
Company and any of
 
its Subsidiaries
and
 
affiliated
 
companies
 
to
 
comply
 
with
 
local
 
laws,
 
rules
 
and/or
 
regulations
 
in
 
the
 
Participant’s
 
country
 
of
employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as
may be required to comply with the Participant’s personal obligations under
 
local laws, rules and/or regulations
in the Participant’s country of employment
 
and country of residence, if different).
39.
Imposition
 
of
 
Other
 
Requirements
.
 
The
 
Company
 
reserves
 
the
 
right
 
to
 
impose
 
other
 
requirements
 
on
 
the
Participant’s participation in the Plan, on
 
the Performance Stock Unit,
 
and on any
 
shares of Stock acquired
 
under
the Plan, to
 
the extent the
 
Company determines it
 
is necessary or
 
advisable for legal
 
or administrative reasons,
and
 
to
 
require
 
the
 
Participant
 
to
 
sign
 
any
 
additional
 
agreements
 
or
 
undertakings
 
that
 
may
 
be
 
necessary
 
to
accomplish the foregoing.
40.
Committee’s Powers
. No provision contained in this Agreement shall in any way terminate, modify or alter, or
be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in
the Committee or, to the extent
 
delegated, in its delegate, pursuant
 
to the terms of
 
the Plan or
 
resolutions adopted
in furtherance of
 
the Plan, including,
 
without limitation, the
 
right to make
 
certain determinations and
 
elections
with respect
 
to the
 
Performance Stock
 
Unit. Any dispute
 
regarding the
 
interpretation of
 
this Agreement
 
or the
terms of the Plan shall be submitted to the Committee or
 
its delegate who shall have the discretionary
 
authority
to construe the
 
terms of this Agreement,
 
the Plan, and all
 
documents ancillary to
 
this Award.
 
The decisions of
the Committee or its delegate shall be
 
final and binding and any reviewing court of
 
law or other party shall defer
to its decision,
 
overruling if, and
 
only if, it
 
is arbitrary and
 
capricious. In no
 
way is it intended
 
that this review
standard subject the Plan or Award
 
to the U.S. Employee Retirement Income Security Act.
41.
Binding Effect
. This Agreement
 
shall be binding
 
upon and inure
 
to the
 
benefit of any
 
successors to the
 
Company
and all persons lawfully claiming under the Participant.
42.
Governing Law
 
and Forum
. Without
 
limiting the
 
effect of
 
section 16,
 
this Agreement
 
shall be
 
governed by,
and construed in
 
accordance with, the
 
laws of the
 
State of Delaware
 
without regard to
 
principles of conflict
 
of
laws.
43.
Severability
.
 
The
 
provisions
 
of
 
this
 
Agreement
 
are
 
severable
 
and
 
if
 
any
 
one
 
or
 
more
 
of
 
the
 
provisions
 
are
determined to
 
be illegal or
 
otherwise unenforceable,
 
in whole or
 
in part, the
 
Agreement shall be
 
reformed and
construed so that it would
 
be enforceable to the
 
maximum extent legally possible, and
 
if it cannot be
 
so reformed
and construed, as if such unenforceable provision, or part thereof, had
 
never been contained herein.
44.
Waiver
. The waiver by the Company
 
with respect to Participant’s
 
(or any other participant’s)
 
compliance with
any
 
provision
 
of this
 
Agreement
 
shall not
 
operate
 
or be
 
construed
 
as a
 
waiver
 
of any
 
other
 
provision
 
of this
Agreement, or of any subsequent breach by such party of a provision of this Agreement.
A copy of the Plan and the Prospectus to the General Mills, Inc. 2022 Stock Compensation
 
Plan is available on G&Me
by searching “2022 Stock Compensation Plan”.
 
A copy of the Company’s latest Annual Report
 
on Form 10-K is also
available on the Company’s website
 
at www.generalmills.com
 
under Investor Information/Annual Reports.
GENERAL MILLS, INC.
 
 
 
 
 
1
Exhibit 10.2
GENERAL MILLS, INC.
STOCK OPTION AWARD
 
AGREEMENT
OPTIONEE:
[Officer]
PERNR:
This Award is made
 
under the General Mills, Inc. 2022 Stock Compensation
 
Plan (the "Plan"), and is subject to the
terms and conditions contained in the Plan document and this Stock Option Award
 
Agreement (“Agreement”).
 
The
Optionee: (i)
 
acknowledges receipt
 
of a
 
copy of
 
the Plan
 
and Plan
 
prospectus, (ii)
 
represents
 
that the
 
Optionee has
carefully read
 
and is familiar with
 
the provisions of
 
this Agreement and
 
the Plan, and (iii)
 
hereby accepts the
 
Stock
Option subject to
 
all of the
 
terms and conditions
 
set forth herein,
 
and in the
 
Plan.
 
If the Optionee
 
does not wish
 
to
receive the Stock Option and/or does not consent and agree to the terms and conditions on which the Stock Option is
offered, as set forth
 
in this Agreement and
 
the Plan, then the Optionee must
 
reject this Award
 
via the website of the
Company’s
 
designated broker,
 
no later than
 
60 days following
 
the Grant Date.
 
If the Optionee
 
rejects this
 
Award,
this Award
 
will immediately
 
be forfeited
 
and cancelled.
 
The Optionee’s
 
exercise of
 
this Award
 
will also
 
constitute
the Optionee’s
 
acceptance of this
 
Award
 
and all terms
 
and conditions of
 
this Award,
 
as set forth
 
in this Agreement
and the Plan.
THIS AWARD,
 
dated on the
 
below Grant Date, is
 
made by General Mills,
 
Inc., (the "Company"), and
 
made to the
 
person
named above (the "Optionee" or referred to
 
as “I”, “you”, or “my”) (“Award”).
1.
Award
 
of
 
Stock
 
Option
.
 
The
 
Company
 
grants
 
to
 
the
 
Optionee
 
under
 
the
 
Plan
 
the
 
following
 
non-qualified
 
option
 
to
purchase the Company's
 
common stock, par
 
value USD 0.10
 
per share (“Common
 
Stock”). The option
 
granted pursuant
to this
 
Agreement is
 
referred to
 
as the
 
“Stock Option”
 
and subject
 
to the
 
terms in
 
this Agreement.
 
Except as
 
otherwise
defined herein, capitalized terms shall have the same meanings ascribed
 
to them under the Plan.
Grant Date:
Expiration Date:
Option Shares:
 
Exercise price per share:
 
Type of Stock Option:
2.
Vesting of
 
Stock Option; Forfeiture.
(a)
Vesting
 
Schedule
. The
 
Stock Option
 
shall vest
 
and become
 
exercisable in
 
tranches, each
 
tranche having
 
its
own 12 month vesting period occurring consecutively,
 
starting on the Grant Date.
 
Tranche
 
Number of Options
Scheduled Date Exercisable
(b)
Forfeiture of Stock Option
. The Optionee acknowledges that
 
the Stock Options granted
 
hereunder are subject
to forfeiture, and/or
 
limited exercise period, if
 
the Optionee’s employment with the
 
Company or any
 
Subsidiary
terminates under certain circumstances, as herein provided.
 
(i)
Resignation
 
or
 
Termination
 
for
 
Cause.
 
If
 
the
 
Optionee’s
 
employment
 
with
 
the
 
Company
 
or
 
any
Subsidiary
 
or
 
affiliated
 
companies
 
is
 
terminated
 
at
 
any
 
time
 
prior
 
to
 
the
 
Expiration
 
Date
 
by
 
either
 
(i)
resignation, or (ii) a discharge due to Optionee’s
 
illegal activities, poor work performance, misconduct or
violation of the
 
Company’s
 
Code of Conduct,
 
policies or practices,
 
then, to the
 
extent the Option
 
Shares
are vested as of
 
the Termination
 
Date, they shall
 
expire three (3)
 
months after the
 
Termination
 
Date (but
in no event
 
beyond the Expiration
 
Date); and,
 
if and to
 
the extent the
 
Option Shares
 
are not vested
 
as of
the
 
Termination
 
Date,
 
the
 
unvested
 
portions
 
shall
 
for
 
no
 
consideration
 
be
 
cancelled
 
and
 
forfeited
immediately with no ability to be exercised. For the avoidance of doubt, “Termination
 
Date” for purposes
of this Award
 
will be deemed to occur
 
as of the date Optionee is no
 
longer actively providing services
 
as
an
 
employee,
 
unless
 
otherwise
 
determined
 
by
 
the
 
Company
 
in
 
its
 
sole
 
discretion,
 
and
 
no
 
vesting
 
shall
continue during
 
any notice period
 
that may be
 
specified under contract
 
or applicable law
 
with respect to
 
2
such termination, including any “garden leave” or similar period, except as may otherwise be permitted in
the Company’s sole discretion.
(ii)
Involuntary Termination.
 
If the Optionee’s employment with the Company or
 
any Subsidiary or affiliated
companies terminates involuntarily at the initiation of the Company for any reason other than specified in
Plan
 
Section 11
 
(
Change
 
in
 
Control
),
 
or
 
(i),
 
(iv) or
 
(v)
 
in
 
this
 
section
 
2,
 
and
 
only
 
upon
 
the
 
execution
(without revoking) of an effective general legal release and such
 
other documents as are satisfactory to the
Company, the following
 
rules shall apply:
a)
In the
 
event that,
 
at the Termination
 
Date, the
 
sum of
 
the Optionee’s
 
age and
 
years of
 
service with
the Company or
 
any Subsidiary or
 
affiliated companies
 
equals or exceeds
 
70, and (A) if,
 
and to the
extent, the
 
Stock Option
 
is not fully
 
vested, then
 
such unvested
 
tranches shall
 
continue to
 
vest and
become
 
exercisable
 
on
 
each
 
respective
 
Scheduled
 
Date
 
Exercisable
 
and
 
remain
 
so
 
until
 
the
Expiration
 
Date; and
 
(B) if,
 
and to
 
the extent,
 
the Stock
 
Option
 
is vested
 
and
 
exercisable, it
 
shall
remain so
 
until the
 
Expiration Date.
 
Notwithstanding
 
the above,
 
if the
 
Termination
 
Date is
 
within
twelve
 
months
 
of
 
the
 
Grant Date,
 
the
 
Award
 
shall
 
vest
 
on
 
a
 
pro
 
rata
 
basis based
 
on
 
employment
completed since grant prior
 
to the Termination
 
Date within the first year
 
after Grant Date, and
 
shall
be exercisable until the Expiration Date beginning on the
 
Scheduled Date Exercisable for the tranche
to which the option belongs
b)
In the event that at the Termination Date, the sum of the Optionee’s age and years of service
 
with the
Company or any Subsidiary or affiliated
 
companies is less than 70, and (A)
 
if, and to the extent, the
Award’s
 
tranches
 
are
 
already
 
vested
 
and
 
exercisable
 
on
 
the
 
Termination
 
Date,
 
they
 
shall
 
remain
exercisable for the lesser of
 
one (1) year from the
 
Termination Date, or until the Expiration Date; and
(B) if,
 
and
 
to the
 
extent,
 
tranches
 
of the
 
Award
 
are not
 
vested,
 
solely the
 
unvested
 
tranche
 
of the
Award
 
with a Scheduled Date
 
Exercisable within 12 months
 
of the Termination
 
Date shall vest and
become exercisable as of the Termination
 
Date, in an amount equal to the
 
pro-rata amount based on
employment completed
 
during the
 
tranche’s
 
12 month
 
vesting period,
 
with such
 
newly-exercisable
Stock Options remaining exercisable for one (1) year
 
from the Termination Date.
 
Stock Options that
do not
 
become vested
 
and exercisable
 
based on
 
the previous
 
provisions shall
 
be forfeited
 
as of
 
the
Termination
 
Date.
(iii)
Death.
 
If an Optionee dies while
 
employed with the Company
 
or any Subsidiary or
 
affiliated companies
during
 
any applicable
 
vesting period,
 
this Award
 
shall become
 
fully vested
 
and exercisable
 
upon death
and may be
 
exercised by the
 
person designated
 
as such Optionee’s
 
beneficiary or beneficiaries
 
or, in
 
the
absence of such designation, by the Optionee’s estate. The Stock Option shall remain exercisable until the
Expiration Date.
(iv)
Retirement.
 
If the termination
 
of employment
 
is due to
 
the Optionee’s
 
retirement on
 
or after age
 
55 and
completion of at least five (5) years of Company service, this Award
 
’s tranches shall continue to vest and
become
 
exercisable
 
on
 
each
 
respective
 
Scheduled
 
Date
 
Exercisable,
 
remaining
 
exercisable
 
until
 
the
Expiration Date. Notwithstanding the above, if the Termination Date is within twelve months of the Grant
Date, the
 
Award
 
shall vest
 
on a
 
pro rata
 
basis based
 
on employment
 
completed since
 
grant prior
 
to the
Termination
 
Date within the first year
 
after Grant Date and
 
shall be exercisable until
 
the Expiration Date
beginning on
 
the Scheduled
 
Date Exercisable
 
for the
 
tranche to
 
which the
 
option belongs.
 
The terms
 
of
this paragraph
 
(iv)
 
shall not
 
apply to
 
an Optionee
 
who, prior
 
to a
 
Change of
 
Control,
 
is terminated
 
for
cause as described in (b)(i) above; said Optionee shall be treated as provided in (b)(i).
(v)
Spin-offs
 
and Other
 
Divestitures.
 
If the
 
termination
 
of employment
 
is due
 
to the
 
divestiture,
 
cessation,
transfer,
 
or
 
spin-off
 
of
 
a
 
line
 
of
 
business
 
or
 
other
 
activity
 
of
 
the
 
Company,
 
the
 
Committee,
 
in
 
its
 
sole
discretion, shall determine the conversion, vesting, or other treatment of
 
the Stock Option.
3.
Exercise of the Option.
(a)
Method of Exercise
. Optionee may exercise the vested portion of the Stock Option (provided the Fair Market
Value
 
of the shares of Common Stock exercised exceeds the exercise price) prior to the Expiration Date of the
Stock Option
 
or such earlier
 
date indicated hereunder
 
by delivering
 
a notice of
 
exercise in such
 
form as may
be
 
designated
 
by
 
the
 
Company
 
from
 
time
 
to
 
time,
 
or
 
making
 
the
 
required
 
electronic
 
election
 
with
 
the
Company’s designated broker,
 
and paying the exercise price and any Tax-Related
 
Items (as defined in section
5
 
below)
 
and
 
costs
 
to
 
the
 
Company’s
 
stock
 
plan
 
administrator
 
or
 
such
 
other
 
person
 
as
 
the
 
Company
 
may
designate, together with such additional documents as the Company may then require
 
pursuant to the terms of
the Plan.
 
 
 
 
3
(b)
Method of Payment
. Payment of
 
the exercise price
 
may be made
 
by one of
 
the methods available
 
under the
Company’s exercise procedures, which
 
may include:
(i)
Payment by cash or check.
 
(ii)
Payment by transfer to the Company of whole shares of Common Stock
 
Optionee already owns having
a Fair Market Value
 
determined at the time of exercise of the Stock Option equal to, but not exceeding,
the exercise price and any Tax
 
-Related Items; and
(iii)
A “same day sale”
 
transaction pursuant to which
 
a third party (engaged
 
by you or the
 
Company) loans
funds to
 
you to
 
enable you
 
to purchase
 
shares of Common
 
Stock and
 
pay any
 
Tax-Related
 
Items, and
then sells a sufficient number of the exercised shares of Common Stock on your behalf to enable you to
repay the loan and any fees.
 
The remaining shares of Common Stock
 
and/or cash are then delivered by
the third party to the Optionee.
The Company may suspend, or
 
eliminate, various forms of permissible
 
payment of the exercise price
 
from time
to time in its sole discretion. Further, notwithstanding any provision within this Agreement to the contrary,
 
if the
Optionee
 
is
 
a
 
resident
 
or
 
provides
 
services
 
outside
 
of
 
the
 
United
 
States,
 
the
 
Committee
 
may
 
require
 
that
 
the
Optionee (or in the event of the Optionee’s death, his or her legal representative, as the case may
 
be) exercise the
Stock Option in
 
a method other than
 
as specified above, may
 
require the Optionee
 
to exercise the Stock
 
Option
only by means of a “same day sale” transaction (either a “sell-all” transaction or a “sell-to-cover” transaction) as
it determines in its sole discretion, or
 
may require the Optionee to sell
 
any shares of Common Stock the Optionee
acquires
 
under
 
the
 
Plan
 
immediately
 
or
 
within
 
a
 
specified
 
period
 
following
 
the
 
Optionee’s
 
termination
 
of
employment with
 
the Company
 
or any
 
Subsidiary or
 
affiliated companies
 
(in which
 
case, the
 
Optionee hereby
agrees
 
that
 
the
 
Company
 
shall
 
have
 
the
 
authority
 
to
 
issue
 
sale
 
instructions
 
in
 
relation
 
to
 
such
 
shares
 
on
 
the
Optionee’s behalf).
 
(c)
Responsibility for Exercise.
The Optionee is responsible for taking any and
 
all actions as may be required to
exercise
 
the
 
Stock
 
Option
 
in
 
a
 
timely
 
manner
 
and
 
for
 
properly
 
executing
 
any
 
such
 
documents
 
as
 
may
 
be
required for
 
exercise in
 
accordance with
 
such rules
 
and procedures
 
as may
 
be established
 
from time
 
to time.
The Optionee acknowledges that information regarding
 
the procedures and requirements for
 
the exercise of the
Stock Option
 
is available
 
to the
 
Optionee on
 
request. Neither
 
the Company
 
nor any
 
Subsidiary or
 
affiliated
companies shall have any duty or obligation to notify you of the Expiration
 
Date of the Option.
4.
Non-Transferability.
 
The
 
Stock
 
Option
 
may
 
not
 
be
 
sold,
 
assigned,
 
pledged,
 
exchanged,
 
hypothecated,
 
encumbered,
disposed
 
of,
 
or
 
otherwise
 
transferred,
 
unless
 
otherwise
 
provided
 
in
 
the
 
Plan
 
or
 
this
 
Agreement.
 
Upon
 
any
 
attempt
 
to
transfer, assign, pledge, hypothecate or
 
otherwise dispose of the Stock Option or of such rights contrary
 
to the provisions
hereof or in the Plan, the Stock Option and such rights shall immediately
 
become null and void.
5.
Withholding of Tax
. The Optionee acknowledges that, regardless of any
 
action taken by the Company or, if
 
different, the
Subsidiary or
 
affiliated company
 
that employs
 
the Optionee
 
(the “Employer”),
 
the ultimate
 
liability for
 
all income
 
tax,
social contributions, payroll tax,
 
fringe benefits tax,
 
payment on account,
 
hypothetical tax or
 
other tax-related items related
to
 
the
 
Optionee’s
 
participation
 
in
 
the
 
Plan
 
and
 
legally
 
applicable
 
to
 
the
 
Optionee
 
or
 
deemed
 
by
 
the
 
Company
 
or
 
the
Employer in their discretion to be
 
an appropriate charge to the
 
Optionee even if legally applicable to
 
the Company or the
Employer
 
(“Tax-Related
 
Items”),
 
is
 
and
 
remains
 
the
 
Optionee’s
 
responsibility
 
and
 
may
 
exceed
 
the
 
amount
 
actually
withheld
 
by
 
the
 
Company
 
or
 
the
 
Employer,
 
if
 
any.
 
The
 
Optionee
 
further
 
acknowledges
 
that
 
the
 
Company
 
and/or
 
the
Employer (a)
 
make no
 
representations or
 
undertakings
 
regarding the
 
treatment of
 
any Tax
 
-Related Items
 
in connection
with any aspect
 
of the Stock Option,
 
including, but not
 
limited to, the grant,
 
vesting, exercise and
 
the subsequent sale
 
of
shares of Common Stock
 
acquired pursuant to such
 
vesting and exercise and
 
the receipt of any dividends;
 
and (b) do not
commit to
 
and are under
 
no obligation to
 
structure the
 
terms of the
 
grant or any
 
aspect of the
 
Stock Option
 
to reduce or
eliminate the
 
Optionee’s
 
liability for
 
Tax-Related
 
Items or
 
achieve any
 
particular tax
 
result. Further,
 
if the
 
Optionee is
subject to Tax-Related Items in more than one jurisdiction
 
between the Grant Date and the date of any relevant taxable or
tax
 
withholding
 
event,
 
as
 
applicable,
 
the
 
Optionee
 
acknowledges
 
that
 
the
 
Company
 
and/or
 
the
 
Employer
 
(or
 
former
employer, as applicable) may be required
 
to withhold or account for Tax
 
-Related Items in more than one jurisdiction.
Prior to the relevant
 
taxable or tax withholding
 
event, as applicable, the Optionee
 
agrees to make adequate
 
arrangements
satisfactory to the
 
Company and/or the
 
Employer to
 
satisfy all
 
Tax-Related Items. In this
 
regard, unless
 
otherwise approved
by the Committee, the Company shall satisfy the
 
obligations with regard to all Tax-Related Items by one or
 
a combination
of
 
the
 
following:
 
(i)
 
withholding
 
from
 
the
 
Optionee’s
 
wages
 
or
 
other
 
cash
 
compensation
 
paid
 
to
 
the
 
Optionee
 
by
 
the
Company and/or the Employer; (ii) withholding from the shares of Common Stock to be delivered upon settlement of the
 
4
Stock Option or other awards granted to the Optionee or (iii) permitting the Optionee to tender to the Company cash or, if
allowed by the Committee, shares of Common Stock.
Depending
 
on
 
the
 
withholding
 
method,
 
the
 
Company
 
may
 
withhold
 
or
 
account
 
for
 
Tax-Related
 
Items
 
by
 
considering
applicable statutory
 
withholding rates
 
(as determined
 
by the
 
Company
 
in good
 
faith and
 
in its
 
sole discretion)
 
or other
applicable withholding rates, including maximum applicable rates,
 
in which case the
 
Optionee will receive a refund
 
of any
over-withheld
 
amount
 
and
 
will have
 
no
 
entitlement
 
to
 
the
 
share
 
equivalent.
 
If
 
the
 
obligation
 
for
 
Tax-Related
 
Items
 
is
satisfied
 
by
 
withholding
 
from
 
the
 
shares
 
of
 
Common
 
Stock
 
to
 
be
 
delivered
 
upon
 
vesting
 
of
 
the
 
Stock
 
Option,
 
for
 
tax
purposes, the
 
Optionee is
 
deemed to
 
have been
 
issued the
 
full number
 
of shares
 
of Common
 
Stock subject
 
to the
 
Stock
Option, notwithstanding that a number of
 
shares of Common Stock are
 
held back solely for the
 
purpose of paying the Tax-
Related Items. The Optionee will have
 
no further rights with respect to any
 
shares of Common Stock that are retained
 
by
the Company pursuant to this provision.
The Optionee agrees
 
to pay to the
 
Company or the
 
Employer any amount
 
of Tax
 
-Related Items that the
 
Company or the
Employer may be required to withhold or account for as a result of the Optionee’s
 
participation in the Plan that cannot be
satisfied by
 
the means
 
previously described.
 
The Company
 
may refuse
 
to issue
 
or deliver
 
shares of
 
Common Stock
 
or
proceeds from
 
the sale
 
of shares
 
of Common
 
Stock until
 
arrangements satisfactory
 
to the
 
Company have
 
been made
 
in
connection with the Tax
 
-Related Items.
6.
Restrictive
 
Covenants;
 
Confidential Information.
The Optionee
 
agrees to
 
cooperate with
 
the Company
 
in any
 
way
needed in order to comply with, or fulfill the terms of the Plan and this Grant document.
 
As a term and condition of this
Grant, Optionee agrees to the following terms:
a.
I agree to use
 
General Mills Confidential
 
Information only as needed
 
in the performance of
 
my duties,
to
 
hold
 
and
 
protect
 
such
 
information
 
as
 
confidential
 
to
 
the
 
Company,
 
and
 
not
 
to
 
engage
 
in
 
any
unauthorized
 
use
 
or
 
disclosure
 
of
 
such
 
information
 
for
 
so
 
long
 
as
 
such
 
information
 
qualifies
 
as
Confidential
 
Information.
 
I
 
agree
 
that
 
after
 
my
 
employment
 
with
 
the
 
Company
 
terminates
 
for
 
any
reason,
 
including
 
“retirement”
 
as that
 
term
 
is used
 
in
 
the Plan,
 
I
 
will not
 
use
 
or disclose,
 
directly
 
or
indirectly,
 
Company
 
Confidential Information
 
or trade
 
secrets for
 
any purpose,
 
unless I
 
get the
 
prior
written consent of my manager to do so.
This document
 
does not
 
prevent me
 
from filing
 
a complaint
 
with a
 
government agency
 
(including the
Securities
 
and
 
Exchange
 
Commission,
 
Department
 
of
 
Justice,
 
Equal
 
Employment
 
Opportunity
Commission and
 
others) or
 
from participating
 
in an
 
agency proceeding.
 
This document
 
also does
 
not
prevent
 
me
 
from
 
providing
 
an
 
agency
 
with
 
information,
 
including
 
this
 
document,
 
unless
 
such
information
 
is
 
legally
 
protected
 
from
 
disclosure
 
to
 
third
 
parties.
 
I
 
do
 
not
 
need
 
prior
 
company
authorization to take these actions, nor must I notify the company I have done
 
so.
Also, as provided
 
in 18 U.S.C.
 
1833(b), I
 
cannot be held
 
criminally or civilly
 
liable under any
 
federal
or state
 
trade secret
 
law for
 
making a
 
trade secret
 
disclosure: (A)
 
in confidence
 
to a
 
federal, state,
 
or
local
 
government
 
official,
 
either
 
directly
 
or
 
indirectly,
 
or
 
to
 
an
 
attorney,
 
solely
 
for
 
the
 
purpose
 
of
reporting or investigating a suspected violation of law; or
 
(B) in a complaint or other document filed in
a lawsuit or other proceeding, if such filing is made under seal.
General
 
Mills
 
Confidential
 
Information
 
means
 
any
 
non-public
 
information
 
I
 
create,
 
receive,
 
use
 
or
observe
 
in
 
the
 
performance
 
of
 
my
 
job
 
at
 
General
 
Mills,
 
including
 
trade
 
secrets.
 
Examples
 
of
Confidential Information include marketing, merchandising, business plans,
 
business methods, pricing,
purchasing,
 
licensing,
 
contracts,
 
employee,
 
supplier
 
or
 
customer
 
information,
 
financial
 
data,
technological developments,
 
manufacturing processes
 
and specifications,
 
product formulas, ingredient
specifications, software
 
code, and
 
all other
 
proprietary
 
information which
 
is not
 
publicly available
 
to
others.
Prior to leaving
 
the Company,
 
I agree to
 
return all materials
 
in my possession
 
containing Confidential
Information, as well
 
as all other
 
documents and other
 
tangible items provided
 
to me by
 
General Mills,
or developed by me in connection with my employment with the Company.
b.
[
This
 
Section
 
6.b.
 
does
 
not
 
apply
 
to
 
California,
 
Colorado,
 
Minnesota,
 
and
 
Washington
 
-based
employees.
] I agree that for one year after I leave the Company, including retiring from the Company,
 
I
will not
 
work
 
on
 
any
 
product,
 
brand
 
category,
 
process,
 
or
 
service:
 
(A)
 
on
 
which
 
I
 
worked,
 
or
 
about
which
 
I
 
had
 
access
 
to
 
Confidential
 
Information,
 
in
 
the
 
year
 
immediately
 
preceding
 
my
 
termination
 
5
(including retirement) from General Mills, and (B) which competes with General Mills products, brand
categories, processes, or related services.
 
c.
I agree that for one year after I leave General Mills, including
 
retiring from the Company,
 
I will refrain
from directly
 
or indirectly
 
soliciting Company
 
employees for
 
the purpose
 
of hiring
 
them or
 
inducing
them to leave their employment with the Company.
d.
I agree that after I
 
leave General Mills, including
 
retiring from the Company,
 
I will indefinitely refrain
from
 
using
 
Company
 
client
 
or
 
contact
 
lists,
 
and
 
for
 
two
 
years
 
I
 
will
 
refrain
 
from
 
soliciting
 
the
Company’s customers.
A breach of
 
the obligations set forth
 
in this paragraph
 
may result in the
 
rescission of the Grant,
 
termination and
forfeiture of
 
any unvested
 
or un-exercised
 
Options, and/or
 
required payment
 
to Company
 
of all
 
or a
 
portion of
any monetary gains acquired
 
by Optionee as a
 
result of the Grant, unless
 
the Grant vested and
 
was settled more
than four
 
(4) years
 
prior to
 
the breach.
 
The foregoing
 
remedies are
 
in addition
 
to, and
 
not in lieu
 
of injunctive
relief and/or any other legal or equitable remedies available under
 
applicable law.
7.
Nature of Grant
. In accepting the Stock Option, the Optionee acknowledges and agrees that:
(a)
the Plan is established voluntarily by the Company,
 
it is discretionary in nature and it may be modified,
amended, suspended
 
or terminated
 
by the
 
Company,
 
in its
 
sole discretion,
 
at any
 
time (subject
 
to any
limitations set forth in the Plan);
(b)
the grant
 
of the Stock
 
Option is voluntary
 
and occasional
 
and does not
 
create any
 
contractual or
 
other
right to receive future grants
 
of stock options, or benefits
 
in lieu of stock options,
 
even if stock options
or other awards have been granted in the past;
(c)
all decisions with respect to future awards, if any,
 
will be at the sole discretion of the Company;
(d)
the Optionee’s participation
 
in the Plan is voluntary;
(e)
the Stock Option
 
and the Optionee’s
 
participation in the Plan
 
shall not create a
 
right to employment or
be
 
interpreted
 
as
 
forming
 
an
 
employment
 
contract
 
with
 
the
 
Company
 
or
 
any
 
of
 
its
 
Subsidiaries
 
or
affiliated
 
companies
 
and
 
shall
 
not
 
interfere
 
with
 
the
 
ability
 
of
 
the
 
Company
 
or
 
the
 
Employer,
 
as
applicable, to terminate the
 
Optionee’s employment
 
relationship (as otherwise may
 
be permitted under
local law);
(f)
unless otherwise agreed with
 
the Company, the Stock Option and
 
any shares of
 
Common Stock acquired
upon vesting and exercise of the Stock Option, and the income from and value of same, are not granted
as consideration for, or in connection with, any service the Optionee may provide as a
 
director of any of
any Subsidiary or affiliate of the Company;
(g)
the Stock Option
 
and any shares
 
of Common
 
Stock acquired under
 
the Plan and
 
the income and
 
value
of same,
 
are not
 
part of
 
normal or
 
expected compensation
 
for purposes
 
of calculating
 
any severance,
resignation,
 
termination,
 
redundancy,
 
dismissal,
 
end-of-service
 
payments,
 
bonuses,
 
long-service
awards,
 
pension
 
or
 
retirement
 
or
 
welfare
 
benefits
 
or
 
similar
 
payments
 
and
 
in
 
no
 
event
 
should
 
be
considered as compensation for, or relating in any way to, past services for the Company, the Employer
or any Subsidiary or affiliate of the Company;
(h)
the
 
future
 
value
 
of
 
the
 
shares
 
of
 
Common
 
Stock
 
underlying
 
the
 
Stock
 
Option
 
is
 
unknown,
indeterminable, and cannot be predicted with certainty;
 
(i)
if the underlying shares of Common Stock do not increase in value, the Stock
 
Option will have no
value;
 
(j)
upon exercise of the Stock Option, the value of such shares of Common Stock may increase
 
or decrease
in value, even below the exercise price;
 
(k)
no
 
claim
 
or
 
entitlement
 
to
 
compensation
 
or
 
damages
 
shall
 
arise
 
from
 
forfeiture
 
of
 
the
 
Stock
 
Option
resulting from
 
termination of
 
the Optionee’s
 
employment (for
 
any reason
 
whatsoever and
 
whether or
 
 
 
 
6
not in
 
breach of
 
local labor
 
laws or later
 
found invalid)
 
and, in
 
consideration of
 
the Stock
 
Option, the
Optionee agrees not to institute any claim against the Company or the Employer;
(l)
the Stock Option and
 
the rights evidenced by
 
this Agreement do
 
not create any entitlement
 
not otherwise
specifically
 
provided for
 
in the
 
Plan to
 
have the
 
Stock Option
 
transferred
 
to, or
 
assumed by,
 
another
company,
 
nor
 
to
 
be
 
exchanged,
 
cashed
 
out
 
or
 
substituted
 
for,
 
in
 
connection
 
with
 
any
 
corporate
transaction affecting the shares of Common Stock; and
(m)
neither the
 
Company nor
 
any of its
 
Subsidiaries or
 
affiliated companies
 
shall be liable
 
for any
 
foreign
exchange rate fluctuation between the Optionee’s
 
local currency and the U.S. dollar that may affect the
value
 
of the
 
Stock Option
 
or any
 
amounts due
 
to
 
the Optionee
 
pursuant
 
to the
 
exercise of
 
the Stock
Option
 
or
 
the
 
subsequent
 
sale
 
of
 
any
 
shares
 
of
 
Common
 
Stock
 
acquired
 
upon
 
exercise
 
of
 
the
 
Stock
Option.
8.
Data
 
Privacy
.
If
 
the Optionee
 
would
 
like
 
to participate
 
in the
 
Plan,
 
the Optionee
 
will need
 
to review
 
the
 
information
provided in this Section 8 and, where applicable, declare the Optionee’s
 
consent to the processing of personal data by the
Company and the third parties stated below.
 
If the Optionee is
 
based in the European
 
Union (“EU”), European
 
Economic Area
 
(“EEA”) or United Kingdom,
 
please
note
 
that General
 
Mills, Inc.
 
with registered
 
address
 
at
 
One
 
General
 
Mills Boulevard,
 
Minneapolis,
 
MN 55426
 
-1347,
U.S.A., is the controller responsible
 
for the processing of the Optionee’s
 
personal data in connection with the Agreement
and the Plan.
(a)
Data Collection
 
and Usage.
 
The Company
 
collects, processes,
 
uses and
 
transfers certain
 
personally-
identifiable
 
information
 
about
 
the
 
Optionee,
 
specifically,
 
the
 
Optionee’s
 
name,
 
home
 
address
 
and
telephone
 
number,
 
email
 
address,
 
date
 
of
 
birth,
 
social
 
insurance,
 
passport
 
number
 
or
 
other
identification
 
number,
 
salary,
 
nationality,
 
job
 
title,
 
any
 
shares
 
of
 
Stock
 
or
 
directorships
 
held
 
in
 
the
Company or
 
any affiliated
 
company,
 
details of
 
all Stock
 
Options or
 
any other
 
entitlement to
 
shares of
Stock
 
awarded,
 
canceled,
 
exercised,
 
settled,
 
vested,
 
unvested
 
or outstanding
 
in the
 
Optionee’s
 
favor,
which the Company
 
receives from
 
the Optionee or
 
the Employer (the
 
“Data”). The Company
 
collects,
processes
 
and
 
uses
 
the
 
Data
 
for
 
the
 
purposes
 
of
 
performing
 
its
 
contractual
 
obligations
 
under
 
this
Agreement,
 
implementing,
 
administering
 
and
 
managing the
 
Optionee’s
 
participation
 
in the
 
Plan
 
and
facilitating compliance with applicable tax and securities law.
 
If the
 
Optionee is
 
based in
 
the EU,
 
EEA or
 
United Kingdom,
 
the legal
 
basis for
 
the processing
 
of the
Data
 
by
 
the
 
Company
 
is
 
the
 
necessity
 
of
 
the
 
processing
 
for
 
the
 
Company
 
to
 
perform
 
its
 
contractual
obligations
 
under
 
this
 
Agreement
 
and
 
the
 
Plan
 
and
 
the
 
Company’s
 
legitimate
 
business
 
interests
 
of
managing
 
the
 
Plan,
 
administering
 
employee
 
equity
 
awards
 
and
 
complying
 
with
 
its
 
contractual
 
and
statutory obligations.
 
If the Optionee
 
is based in
 
any other jurisdiction,
 
the legal basis
 
for the processing
 
of the Data
 
by the
Company is the Optionee’s
 
consent as further described below.
(b)
Stock
 
Plan
 
Administration
 
Service
 
Providers.
 
The
 
Company
 
transfers
 
Data
 
to
 
E*TRADE
 
Financial
Corporate
 
Services,
 
Inc.
 
(including
 
its
 
affiliated
 
companies),
 
an
 
independent
 
service
 
provider
 
which
assists the
 
Company with the
 
implementation, administration and management
 
of the
 
Plan.
 
In the future,
the Company
 
may select a
 
different service
 
provider,
 
which will
 
in a similar
 
manner,
 
share Data
 
with
such service
 
provider.
 
The Company’s
 
service provider
 
will maintain
 
an account
 
for the
 
Optionee to
administer the Stock Options.
 
The processing of
 
Data will take place
 
through both electronic
 
and non-
electronic means.
 
Data will only
 
be accessible by
 
those individuals requiring
 
access to it
 
for purposes
of implementing, administering and operating the Plan.
(c)
International Data Transfers. The Company and its service
 
providers are based in the United States and
India. The Optionee’s
 
country or jurisdiction may have different data privacy laws and protections than
the
 
United
 
States
 
and
 
India.
 
An
 
appropriate
 
level
 
of
 
protection
 
can
 
be
 
achieved
 
by
 
implementing
safeguards such as the Standard
 
Contractual Clauses adopted by the EU Commission.
If
 
the
 
Optionee
 
is
 
based
 
in
 
any
 
other
 
jurisdiction,
 
the
 
Data
 
will
 
be
 
transferred
 
from
 
the
 
Optionee’s
jurisdiction to the Company and onward from
 
the Company to any of its service providers based on the
Optionee’s
 
consent, as further described below.
 
 
 
 
 
 
 
7
(d)
Data Retention. The Company will use the Data
 
only as long as necessary to implement, administer
 
and
manage
 
the
 
Optionee’s
 
participation
 
in
 
the
 
Plan,
 
or
 
as
 
required
 
to
 
comply
 
with
 
legal
 
or
 
regulatory
obligations,
 
including
 
tax
 
and
 
securities
 
laws.
 
When
 
the
 
Company
 
no
 
longer
 
needs
 
the
 
Data,
 
the
Company will remove it from its systems.
 
If the Company keeps data longer,
 
it would be to satisfy legal
or regulatory
 
obligations and
 
the Company’s
 
legal basis would
 
be relevant
 
laws or regulations
 
(if the
Optionee is
 
in the
 
EU, EEA
 
or United
 
Kingdom) or
 
the Optionee’s
 
consent (if
 
the Optionee
 
is outside
the EU, EEA or United Kingdom).
(e)
Data
 
Subject
 
Rights.
 
The
 
Optionee
 
may
 
have
 
a
 
number
 
of
 
rights
 
under
 
data
 
privacy
 
laws
 
in
 
the
Optionee’s
 
jurisdiction. Subject to the conditions set out in the applicable law and
 
depending on where
the Optionee is
 
based, such rights
 
may include the
 
right to (i) request
 
access to, or copies
 
of, the Data
processed by the Company, (ii) rectification
 
of incorrect Data, (iii) deletion of Data, (iv) restrictions on
the processing
 
of Data,
 
(v) object
 
to the
 
processing
 
of Data
 
for legitimate
 
interests, (vi)
 
portability of
Data, (vii)
 
lodge complaints
 
with competent
 
authorities in
 
the Optionee’s
 
jurisdiction, and/or
 
to (viii)
receive a list with
 
the names and addresses
 
of any potential recipients
 
of Data. To
 
receive clarification
regarding these
 
rights or to exercise these rights, the Optionee can contact
 
HR Direct.
(f)
Necessary Disclosure
 
of Personal
 
Data. The
 
Optionee understands
 
that providing
 
the Company
 
with
Data is necessary for
 
the performance of
 
the Agreement
 
and that the Optionee’s
 
refusal to provide
 
the
Data would
 
make it impossible
 
for the Company
 
to perform its
 
contractual obligations
 
and may affect
the Optionee’s
 
ability to participate in the Plan.
(g)
Declaration of
 
Consent (if
 
the Optionee
 
is outside
 
the EU,
 
EEA and
 
United Kingdom).
 
The Optionee
hereby
 
unambiguously consents
 
to the
 
collection, use
 
and transfer,
 
in electronic
 
or other
 
form, of
 
the
Data, as described above and in any other grant materials, by and among, as
 
applicable, the Employer,
the Company and any affiliated company for the exclusive
 
purpose of implementing, administering and
managing the Optionee’s
 
participation in the Plan. The Optionee understands that
 
the Optionee may, at
any time, refuse or withdraw the consents
 
herein, in any case without cost, by contacting
 
HR Direct.
 
If
the
 
Optionee
 
does
 
not
 
consent
 
or
 
later
 
seeks
 
to
 
revoke
 
the
 
Optionee’s
 
consent,
 
the
 
Optionee’s
employment
 
status
 
or
 
service
 
with the
 
Employer
 
will
 
not
 
be
 
affected;
 
the
 
Optionee’s
 
consequence
 
of
refusing or
 
withdrawing consent is
 
that the Company
 
would not be
 
able to award
 
the Stock Options
 
to
the
 
Optionee
 
or
 
any
 
other
 
equity
 
award
 
to
 
the
 
Optionee
 
or
 
administer
 
or
 
maintain
 
such
 
awards.
 
Therefore,
 
the Optionee
 
understands that
 
refusing
 
or withdrawing
 
consent
 
may affect
 
the Optionee’s
ability to
 
participate in
 
the Plan.
 
For more
 
information on
 
the consequences
 
of refusal
 
to consent
 
or
withdrawal of consent, the Optionee should contact HR Direct.
9.
Insider Trading; Market Abuse Laws
. By participating in the Plan, the Optionee agrees to comply with the Company’s
policy
 
on
 
insider
 
trading
 
(to
 
the
 
extent
 
that
 
it
 
is
 
applicable
 
to
 
the
 
Optionee),
 
the
 
Optionee
 
further
 
acknowledges
 
that,
depending on the Optionee’s
 
or his or her broker’s country of residence
 
or where the shares of Common Stock are listed,
the Optionee may be subject to insider trading restrictions and/or market abuse laws that
 
may affect the Optionee’s ability
to accept,
 
acquire, sell or
 
otherwise dispose
 
of shares
 
of Common
 
Stock, rights
 
to shares
 
of Common
 
Stock (e.g.,
 
stock
options) or
 
rights linked to
 
the value
 
of shares of
 
Common Stock,
 
during such
 
times the
 
Optionee is considered
 
to have
“inside information” regarding the Company as
 
defined by the laws
 
or regulations in the Optionee’s country. Local insider
trading laws and
 
regulations may prohibit
 
the cancellation or
 
amendment of orders
 
the Optionee places
 
before he or
 
she
possessed inside information. Furthermore, the Optionee could be prohibited from (i) disclosing the inside information
 
to
any third party (other than on a “need to know” basis) and
 
(ii) “tipping” third parties or causing them otherwise to buy
 
or
sell securities. The Optionee understands
 
that third parties include fellow
 
employees. Any restriction under these
 
laws or
regulations
 
are
 
separate
 
from
 
and
 
in
 
addition
 
to
 
any
 
restrictions
 
that
 
may
 
be
 
imposed
 
under
 
any
 
applicable
 
Company
insider trading policy.
 
The Optionee acknowledges
 
that it is the
 
Optionee’s
 
responsibility to comply
 
with any applicable
restrictions, and that the Optionee should therefore consult the Optionee’s
 
personal advisor on this matter
10.
11.
Clawback
. This Award
 
is specifically made subject to the Company’s Executive
 
Compensation Clawback Policies.
Electronic Delivery
. The Optionee agrees, to the fullest extent permitted by
 
law, in lieu of receiving documents
 
in paper
format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may
deliver
 
in
 
connection
 
with
 
this
 
grant
 
and
 
any
 
other
 
grants
 
offered
 
by
 
the
 
Company,
 
including
 
prospectuses,
 
grant
notifications,
 
account
 
statements,
 
annual
 
or
 
quarterly
 
reports,
 
and
 
other
 
communications.
 
Electronic
 
delivery
 
of
 
a
document
 
may
 
be
 
made
 
via
 
the
 
Company’s
 
email
 
system
 
or
 
by
 
reference
 
to
 
a
 
location
 
on
 
the
 
Company’s
 
intranet
 
or
website or
 
a website
 
of the
 
Company’s
 
agent administering
 
the Plan.
 
By accepting
 
this grant,
 
whether electronically
 
or
 
 
 
 
 
 
 
 
8
otherwise, the Optionee hereby consents to participate in the Plan through such system, intranet, or website, including but
not limited to the use of electronic signatures or click-through electronic
 
acceptance of terms and conditions.
12.
English Language
. The
 
Optionee acknowledges
 
and agrees
 
that it
 
is the
 
Optionee’s
 
express intent
 
that this
 
Agreement
and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Stock
Option be drawn up in English. To
 
the extent the Optionee has been provided with a copy of this Agreement, the Plan, or
any other documents relating to this Award in a language other than English, the English language documents will prevail
in case of any ambiguities or divergences as a result of translation.
13.
Addendum
. Notwithstanding
 
any provisions
 
in this
 
Agreement, the
 
Stock Option
 
shall be
 
subject to
 
any special
 
terms
and
 
conditions
 
set
 
forth
 
in
 
the
 
Country-Specific
 
Addendum
 
to
 
this
 
Agreement
 
(the
 
“Addendum”).
 
Moreover,
 
if
 
the
Optionee transfers to one
 
of the countries included
 
in such Addendum, the special
 
terms and conditions for such
 
country
will apply
 
to the
 
Optionee,
 
to the
 
extent
 
the Company
 
determines
 
that
 
the application
 
of such
 
terms and
 
conditions
 
is
necessary or advisable to comply with local law or facilitate
 
the administration of the Plan (or the Company may establish
alternative
 
terms
 
and
 
conditions
 
as
 
may
 
be
 
necessary
 
or
 
advisable
 
to
 
accommodate
 
the
 
Optionee’s
 
transfer).
 
The
Addendum constitutes part of this Agreement.
14.
Not a Public
 
Offering
. The award
 
of the Stock
 
Option is not
 
intended to be
 
a public offering
 
of securities in
 
the Optionee’s
country of employment (or country of residence, if different). The Company has not submitted any registration statement,
prospectus or other filings with the
 
local securities authorities (unless otherwise
 
required under local law), and the award
of the Stock
 
Option is not
 
subject to the
 
supervision of
 
the local securities
 
authorities. No
 
employee of
 
the Company
 
or
any of its Subsidiaries or affiliated companies is permitted to advise the Optionee on
 
whether he/she should participate in
the Plan.
 
Acquiring
 
shares of
 
Common
 
Stock involves
 
a degree
 
of risk.
 
Before deciding
 
to participate
 
in the
 
Plan, the
Optionee should carefully
 
consider all risk factors
 
relevant to the acquisition
 
of shares of Common
 
Stock under the Plan
and carefully review all of the materials related to the Stock Option and the Plan. In addition, the Optionee should consult
with his/her personal advisor for professional investment advice.
15.
Repatriation;
 
Compliance
 
with
 
Law
.
 
The
 
Optionee
 
agrees
 
to
 
repatriate
 
all
 
payments
 
attributable
 
to
 
the
 
shares
 
of
Common Stock and/or cash acquired under the Plan in accordance with applicable foreign exchange rules and regulations
in the Optionee’s country
 
of employment (and country of residence, if different).
 
In addition, the Optionee agrees to take
any and
 
all actions,
 
and consent
 
to any
 
and all
 
actions taken
 
by the
 
Company and
 
any of
 
its Subsidiaries
 
and affiliated
companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with
local
 
laws,
 
rules
 
and/or
 
regulations
 
in
 
the
 
Optionee’s
 
country
 
of
 
employment
 
(and
 
country
 
of
 
residence,
 
if
 
different).
Finally,
 
the
 
Optionee
 
agrees
 
to
 
take
 
any
 
and
 
all
 
actions
 
as
 
may
 
be
 
required
 
to
 
comply
 
with
 
the
 
Optionee’s
 
personal
obligations under local laws, rules and/or
 
regulations in the Optionee’s
 
country of employment and country of
 
residence,
if different).
16.
Imposition of
 
Other Requirements.
The Company
 
reserves the
 
right to
 
impose other
 
requirements on
 
the Optionee’s
participation in the Plan, on the Stock Option, and on any shares of Common Stock acquired under the Plan, to the extent
the Company
 
determines it
 
is necessary
 
or advisable
 
for legal
 
or administrative
 
reasons, and
 
to require
 
the Optionee
 
to
sign any additional agreements or undertakings that may be necessary to accomplish
 
the foregoing
.
17.
Committee’s
 
Powers.
No
 
provision
 
contained
 
in
 
this
 
Agreement
 
shall
 
in
 
any
 
way
 
terminate,
 
modify
 
or
 
alter,
 
or
 
be
construed
 
or
 
interpreted
 
as
 
terminating,
 
modifying
 
or
 
altering
 
any
 
of
 
the
 
powers,
 
rights
 
or
 
authority
 
vested
 
in
 
the
Committee or, to the
 
extent delegated, in
 
its delegate, pursuant
 
to the
 
terms of the
 
Plan or resolutions
 
adopted in furtherance
of the Plan, including, without limitation, the right to make
 
certain determinations and elections with respect to the Stock
Option.
 
Any
 
dispute
 
regarding
 
the
 
interpretation
 
of
 
this
 
Agreement
 
or
 
the
 
terms
 
of
 
the
 
Plan
 
shall
 
be
 
submitted
 
to
 
the
Committee or
 
its delegate
 
who shall
 
have the
 
discretionary authority
 
to construe
 
the terms
 
of this
 
Agreement, the
 
Plan,
and all documents ancillary to
 
this Award.
 
The decisions of the Committee
 
or its delegate shall be final
 
and binding and
any reviewing court of law or
 
other party shall defer to its
 
decision, overruling if, and only if,
 
it is arbitrary and capricious.
In no
 
way is
 
it intended
 
that this
 
review
 
standard subject
 
the Plan
 
or Award
 
to the
 
U.S. Employee
 
Retirement
 
Income
Security Act.
18.
Binding Effect.
 
This Agreement shall be binding upon and inure to the benefit
 
of any successors to the Company and all
persons lawfully claiming under the Optionee.
19.
Governing
 
Law
 
and
 
Forum
.
 
Without
 
limiting
 
the
 
effect
 
of
 
section
 
16,
 
this
 
Agreement
 
shall
 
be
 
governed
 
by,
 
and
construed in accordance with, the laws of the State of Delaware without regard
 
to principles of conflict of laws.
 
 
9
20.
Severability
. The provisions of
 
this Agreement are severable
 
and if any one
 
or more of the provisions
 
are determined to
be illegal or otherwise unenforceable, in whole or in part, the Agreement shall be reformed and construed so that it would
be
 
enforceable
 
to
 
the
 
maximum
 
extent
 
legally
 
possible,
 
and
 
if
 
it
 
cannot
 
be
 
so
 
reformed
 
and
 
construed,
 
as
 
if
 
such
unenforceable provision, or part thereof, had never been contained herein.
21.
Waiver
. The waiver by the Company with respect to Optionee’s (or any other optionee’s)
 
compliance with any provision
of
 
this
 
Agreement
 
shall
 
not
 
operate
 
or
 
be
 
construed
 
as
 
a
 
waiver
 
of
 
any
 
other
 
provision
 
of
 
this
 
Agreement,
 
or
 
of
 
any
subsequent breach by such party of a provision of this Agreement
A
 
copy
 
of
 
the
 
Plan
 
and
 
the
 
Prospectus
 
to
 
the
 
General
 
Mills,
 
Inc.
 
2022
 
Stock
 
Compensation
 
Plan
 
is
 
available
 
on
 
G&Me
 
by
searching “2022 Stock Compensation
 
Plan”.
 
A copy of the Company’s
 
latest Annual Report on Form 10-K is
 
also available on
the Company’s website at www.generalmills.com
 
under Investor Information/Annual Reports.
 
GENERAL MILLS, INC.
 
 
 
 
 
 
 
10
GENERAL MILLS, INC.
STOCK OPTION AWARD
 
AGREEMENT
OPTIONEE:
[CEO]
PERNR:
This Award
 
is made
 
under the
 
General Mills,
 
Inc. 2022
 
Stock Compensation
 
Plan (the "Plan"),
 
and is subject
 
to the
 
terms
and conditions contained
 
in the Plan
 
document and this
 
Stock Option Award
 
Agreement (“Agreement”).
 
The Optionee: (i)
acknowledges receipt
 
of a
 
copy of
 
the Plan
 
and Plan
 
prospectus, (ii)
 
represents
 
that the
 
Optionee has
 
carefully read
 
and is
familiar with
 
the provisions
 
of this
 
Agreement
 
and the
 
Plan, and
 
(iii) hereby
 
accepts the
 
Stock Option
 
subject to
 
all of
 
the
terms and conditions set forth herein, and in the Plan.
 
If the Optionee does not wish to receive the Stock Option and/or does
not consent
 
and agree
 
to the terms
 
and conditions
 
on which
 
the Stock
 
Option is offered,
 
as set
 
forth in this
 
Agreement and
the Plan, then the Optionee must
 
reject this Award via the website of the Company’s designated broker, no later than 60 days
following the
 
Grant Date.
 
If the Optionee
 
rejects this
 
Award,
 
this Award
 
will immediately
 
be forfeited
 
and cancelled.
 
The
Optionee’s exercise
 
of this Award
 
will also constitute
 
the Optionee’s
 
acceptance of this
 
Award
 
and all terms
 
and conditions
of this Award, as set forth
 
in this Agreement and the Plan.
THIS AWARD,
 
dated on the below Grant Date, is made
 
by General Mills, Inc., (the "Company"), and made to the
 
person named
above (the "Optionee" or referred to as “I”,
 
“you”, or “my”) (“Award”).
1.
Award
 
of Stock Option
. The Company grants
 
to the Optionee under
 
the Plan the following
 
non-qualified option to
 
purchase the
Company's common
 
stock, par
 
value USD
 
0.10 per
 
share (“Common
 
Stock”). The
 
option granted
 
pursuant to
 
this Agreement
 
is
referred to as the “Stock Option” and subject to the
 
terms in this Agreement.
 
Except as otherwise defined herein, capitalized terms
shall have the same meanings ascribed to them under the Plan.
Grant Date:
Expiration Date:
Option Shares:
Exercise Price per share:
Type of Stock Option:
2.
Vesting of
 
Stock Option; Forfeiture of Stock Option.
(c)
Vesting
 
Schedule
. The
 
Stock Option
 
shall vest
 
and become
 
exercisable in
 
tranches, each
 
tranche having
 
its own
 
12
month vesting period occurring consecutively,
 
starting on the Grant Date.
 
Tranche
 
Number of Options
Scheduled Date Exercisable
(d)
Forfeiture
 
of
 
Stock
 
Option
.
 
The
 
Optionee
 
acknowledges
 
that
 
the
 
Stock
 
Options
 
granted
 
hereunder
 
are
 
subject
 
to
forfeiture, and/or limited exercise
 
period, if the Optionee’s employment with
 
the Company or
 
any Subsidiary terminates
under certain circumstances, as herein provided.
 
(vi)
Termination
 
for Cause.
 
If the
 
Optionee’s
 
employment with
 
the Company
 
is terminated
 
at any
 
time prior
 
to the
Expiration Date by a
 
discharge due to Optionee’s illegal activities,
 
poor work performance, misconduct
 
or violation
of the
 
Company’s
 
Code of Conduct,
 
policies or
 
practices, then,
 
to the
 
extent the Stock
 
Option is
 
vested as of
 
the
Termination
 
Date, those tranches shall expire three (3) months after the Termination
 
Date (but in no event beyond
the
 
Expiration
 
Date);
 
and,
 
if and
 
to
 
the extent
 
the Stock
 
Option
 
is not
 
fully
 
vested
 
as of
 
the
 
Termination
 
Date,
tranches not
 
fully vested
 
shall for
 
no consideration
 
be cancelled
 
and forfeited
 
immediately with
 
no ability
 
to be
exercised. For the avoidance
 
of doubt, “Termination
 
Date” for purposes of this
 
Award
 
will be deemed to occur
 
as
of the date
 
Optionee is no
 
longer actively providing
 
services as an
 
employee, unless otherwise
 
determined by the
Company in its sole discretion, and no vesting shall continue during any notice period
 
that may be specified under
contract or applicable law with respect to such termination, including
 
any “garden leave” or similar period, except
as may otherwise be permitted in the Company’s
 
sole discretion.
 
11
(vii)
Involuntary
 
Termination/Early
 
Retirement.
 
If
 
the
 
Optionee’s
 
employment
 
by
 
the
 
Company
 
terminates
involuntarily at the initiation
 
of the Company for any
 
reason other than specified
 
in Plan Section 11,
 
or (i), (iv) or
(v) herein or if the Participant retires on
 
or after age 55 but before age 62,
 
and (A) if, and to the
 
extent, the Award’s
tranches are already vested and exercisable on the Termination Date, they shall remain exercisable for the lesser of
one (1) year from
 
the Termination
 
Date, or until the
 
Expiration Date; and (B)
 
if, and to the extent,
 
tranches of the
Award
 
are
 
not
 
vested,
 
solely
 
the
 
unvested
 
tranche
 
of
 
the
 
Award
 
with
 
a
 
Scheduled
 
Date
 
Exercisable
 
within
 
12
months of the Termination
 
Date shall vest and become exercisable as of the Termination
 
Date, in an amount equal
to the pro-rata amount based
 
on actual employment completed during
 
the tranche’s 12
 
month vesting period, with
such newly-exercisable
 
Stock Options
 
remaining exercisable
 
for one
 
(1) year
 
from the
 
Termination
 
Date.
 
Stock
Options that
 
do not
 
become vested
 
and exercisable
 
based on
 
the previous
 
provisions shall
 
be forfeited
 
as of
 
the
Termination
 
Date.
 
No
 
Stock
 
Options
 
shall
 
vest
 
upon
 
involuntary
 
termination
 
under
 
this
 
provision
 
without
 
the
execution (without revoking)
 
of an effective
 
general legal release
 
and such other
 
documents as are
 
satisfactory to
the Company.
(viii)
Death.
 
If an Optionee dies while employed with the Company or any Subsidiary or affiliated
 
companies during
any
 
applicable
 
vesting
 
period,
 
this
 
Award
 
shall
 
become
 
fully
 
vested
 
and
 
exercisable
 
upon
 
death
 
and
 
may
 
be
exercised
 
by
 
the
 
person
 
designated
 
as
 
such
 
Optionee’s
 
beneficiary
 
or
 
beneficiaries
 
or,
 
in
 
the
 
absence
 
of
 
such
designation, by the Optionee’s estate. The
 
Stock Option shall remain exercisable until the Expiration Date.
(ix)
Normal Retirement.
 
If the termination of employment is due to retirement on or after
 
age 62, this Award’s
tranches shall continue to vest and become exercisable on each respective Scheduled
 
Date Exercisable, remaining
exercisable until the Expiration Date. Notwithstanding the above,
 
if the Termination Date is within twelve
months of the Grant Date, the Award
 
shall vest on a pro rata basis based on employment completed from Grant
Date to the Termination
 
Date within the first year after Grant Date and shall be exercisable until the Expiration
Date beginning on the Scheduled Date Exercisable for the tranche to which the option
 
belongs. Stock Options
that do not become vested and exercisable based on the previous provisions shall
 
be forfeited as of the
Termination
 
Date.
 
(x)
Spin-offs and Other Divestitures.
 
If the termination of employment is due to the divestiture, cessation, transfer,
 
or
spin-off of a line of
 
business or other activity of
 
the Company, the Committee, in its sole
 
discretion, shall determine
the conversion, vesting, or other treatment of the Stock Option.
3.
Exercise of the Option.
(d)
Method of Exercise
. Optionee may exercise the vested portion of the Stock Option
 
(provided the Fair Market Value of
the shares of Common Stock
 
exercised exceeds the exercise
 
price) prior to the Expiration
 
Date of the Stock Option
 
by
delivering a
 
notice of
 
exercise in
 
such form
 
as may
 
be designated
 
by the
 
Company from
 
time to
 
time, or
 
making the
required electronic election with the Company’s
 
designated broker, and paying
 
the exercise price and any Tax
 
-Related
Items (as defined
 
in section 5 below)
 
and costs to
 
the Company’s
 
stock plan administrator
 
or such other
 
person as the
Company may
 
designate, together
 
with such
 
additional documents
 
as the
 
Company may
 
then require
 
pursuant to
 
the
terms of the Plan.
(e)
Method of Payment
. Payment of the
 
exercise price may be
 
made by one of
 
the methods available under
 
the Company’s
exercise procedures, which may include:
(iv)
Payment by cash or check.
 
(v)
Payment by
 
transfer to
 
the Company
 
of whole
 
shares of
 
Common Stock
 
Optionee already
 
owns having
 
a Fair
Market Value
 
determined at
 
the time
 
of exercise
 
of the
 
Stock Option
 
equal to,
 
but not
 
exceeding, the
 
exercise
price and any Tax-Related
 
Items; and
(vi)
A “same day sale”
 
transaction pursuant to which
 
a third party (engaged
 
by you or the Company)
 
loans funds to
you to enable
 
you to purchase
 
shares of Common
 
Stock and pay
 
any Tax-Related Items, and then
 
sells a sufficient
number of the
 
exercised shares of
 
Common Stock on
 
your behalf to
 
enable you to
 
repay the loan
 
and any fees.
The remaining shares of Common Stock and/or cash are then delivered
 
by the third party to the Optionee.
The Company
 
may suspend, or
 
eliminate, various
 
forms of permissible
 
payment of
 
the exercise price
 
from time to
 
time
in its
 
sole discretion.
 
Further, notwithstanding
 
any provision
 
within this
 
Agreement to
 
the contrary,
 
if the
 
Optionee is
 
a
resident or provides services outside of the United States, the Committee may
 
require that the Optionee (or in the event of
the Optionee’s death, his or her legal representative, as the case may be) exercise the Stock Option in a method other than
as specified above, may require the Optionee to exercise the
 
Stock Option only by means of a “same
 
day sale” transaction
(either a
 
“sell-all” transaction
 
or a
 
“sell-to-cover” transaction)
 
as it
 
determines in
 
its sole
 
discretion, or
 
may require
 
the
 
 
 
 
 
12
Optionee to
 
sell any
 
shares of
 
Common Stock
 
the Optionee
 
acquires under
 
the Plan
 
immediately or
 
within a
 
specified
period following the Optionee’s termination
 
of employment with the Company or any Subsidiary or affiliated companies
(in which case, the Optionee hereby agrees that the Company shall have the authority to issue sale instructions in relation
to such shares on the Optionee’s behalf).
 
(f)
Responsibility for Exercise.
The Optionee is responsible for taking any and
 
all actions as may be required to exercise
the Stock Option in a timely manner and for properly executing any such documents as may be required for exercise in
accordance with such
 
rules and procedures
 
as may be
 
established from time
 
to time. The
 
Optionee acknowledges that
information regarding the procedures and requirements for the exercise of the Stock Option
 
is available to the Optionee
on request. Neither the Company nor any Subsidiary or affiliated companies shall have any duty or obligation to notify
you of the Expiration Date of the Option.
4.
Non-Transferability.
 
The Stock Option may not
 
be sold, assigned, pledged,
 
exchanged, hypothecated, encumbered,
 
disposed of,
or otherwise
 
transferred, unless
 
otherwise provided
 
in the
 
Plan or this
 
Agreement.
 
Upon any attempt
 
to transfer,
 
assign, pledge,
hypothecate or otherwise
 
dispose of the
 
Stock Option or
 
of such rights
 
contrary to the
 
provisions hereof or
 
in the Plan,
 
the Stock
Option and such rights shall immediately become null and void.
5.
Withholding
 
of
 
Tax
.
 
The
 
Optionee
 
acknowledges
 
that,
 
regardless
 
of
 
any
 
action
 
taken
 
by
 
the
 
Company
 
or,
 
if
 
different,
 
the
Subsidiary
 
or
 
affiliated
 
company
 
that
 
employs
 
the
 
Optionee
 
(the
 
“Employer”),
 
the
 
ultimate
 
liability
 
for
 
all
 
income
 
tax,
 
social
contributions,
 
payroll
 
tax,
 
fringe
 
benefits
 
tax,
 
payment
 
on
 
account,
 
hypothetical
 
tax
 
or
 
other
 
tax-related
 
items
 
related
 
to
 
the
Optionee’s
 
participation in
 
the Plan
 
and legally
 
applicable to
 
the Optionee
 
or deemed
 
by the
 
Company or
 
the Employer
 
in their
discretion to
 
be an appropriate
 
charge to
 
the Optionee
 
even if legally
 
applicable to
 
the Company
 
or the Employer
 
(“Tax-Related
Items”),
 
is
 
and
 
remains
 
the
 
Optionee’s
 
responsibility
 
and
 
may
 
exceed
 
the
 
amount
 
actually
 
withheld
 
by
 
the
 
Company
 
or
 
the
Employer,
 
if
 
any.
 
The
 
Optionee
 
further
 
acknowledges
 
that
 
the
 
Company
 
and/or
 
the
 
Employer
 
(a) make
 
no
 
representations
 
or
undertakings regarding
 
the treatment of
 
any Tax
 
-Related Items in
 
connection with any
 
aspect of the Stock
 
Option, including, but
not limited to,
 
the grant, vesting,
 
exercise and the
 
subsequent sale of
 
shares of Common
 
Stock acquired
 
pursuant to such
 
vesting
and exercise
 
and the receipt
 
of any dividends;
 
and (b) do
 
not commit to
 
and are
 
under no obligation
 
to structure
 
the terms of
 
the
grant
 
or
 
any
 
aspect
 
of
 
the
 
Stock
 
Option
 
to
 
reduce
 
or
 
eliminate
 
the
 
Optionee’s
 
liability
 
for
 
Tax-Related
 
Items
 
or
 
achieve
 
any
particular tax result. Further, if the Optionee
 
is subject to Tax-Related Items in more
 
than one jurisdiction between the Grant Date
and the date of
 
any relevant taxable or tax
 
withholding event, as applicable,
 
the Optionee acknowledges that
 
the Company and/or
the Employer (or former employer,
 
as applicable) may be required to withhold or account for Tax
 
-Related Items in more than one
jurisdiction.
Prior to the
 
relevant taxable
 
or tax
 
withholding event, as
 
applicable, the Optionee
 
agrees to
 
make adequate arrangements
 
satisfactory
to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, unless otherwise approved by the Committee,
the
 
Company
 
shall
 
satisfy
 
the
 
obligations
 
with
 
regard
 
to
 
all
 
Tax-Related
 
Items
 
by
 
one
 
or
 
a
 
combination
 
of
 
the
 
following:
 
(i)
withholding from
 
the Optionee’s
 
wages or
 
other cash
 
compensation paid
 
to the
 
Optionee by
 
the Company
 
and/or the
 
Employer;
(ii) withholding from the shares of Common Stock to be delivered upon
 
settlement of the Stock Option or other awards granted to
the Optionee or
 
(iii) permitting the
 
Optionee to tender
 
to the Company
 
cash or,
 
if allowed by
 
the Committee, shares
 
of Common
Stock.
Depending on
 
the withholding
 
method, the
 
Company may
 
withhold or
 
account for
 
Tax-Related
 
Items by
 
considering applicable
statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding
rates, including maximum applicable rates, in which case the Optionee will receive a refund of any over-withheld amount and will
have no entitlement
 
to the share equivalent.
 
If the obligation for
 
Tax-Related
 
Items is satisfied
 
by withholding from
 
the shares of
Common Stock to be delivered upon vesting of the Stock Option, for tax purposes, the Optionee is
 
deemed to have been issued the
full number of
 
shares of Common
 
Stock subject to
 
the Stock Option,
 
notwithstanding that a
 
number of shares
 
of Common Stock
are held back solely for the purpose of paying the Tax
 
-Related Items. The Optionee will have no further rights with respect to any
shares of Common Stock that are retained by the Company pursuant
 
to this provision.
The Optionee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer
may be
 
required to
 
withhold or
 
account for
 
as a
 
result of
 
the Optionee’s
 
participation in
 
the Plan
 
that cannot
 
be satisfied
 
by the
means previously
 
described. The
 
Company may
 
refuse to issue
 
or deliver
 
shares of
 
Common Stock
 
or proceeds
 
from the
 
sale of
shares
 
of
 
Common
 
Stock
 
until arrangements
 
satisfactory
 
to the
 
Company
 
have
 
been
 
made
 
in
 
connection
 
with
 
the
 
Tax-Related
Items.
6.
Restrictive Covenants; Confidential Information
. The Optionee agrees to cooperate with the Company in any way needed in
order to comply with, or fulfill the terms of the Plan and this Grant document.
 
As a term and condition of this Grant, Optionee
agrees to the following terms:
 
13
e.
I agree
 
to use General
 
Mills Confidential
 
Information only
 
as needed
 
in the
 
performance of
 
my duties,
 
to hold
and
 
protect
 
such
 
information
 
as
 
confidential
 
to
 
the
 
Company,
 
and
 
not
 
to
 
engage
 
in
 
any
 
unauthorized
 
use
 
or
disclosure of such information for so long as such information qualifies as Confidential Information. I agree that
after my employment with the Company terminates for any reason, including “retirement” as
 
that term is used in
the Plan, I will not use or disclose,
 
directly or indirectly,
 
Company Confidential Information or trade
 
secrets for
any purpose, unless I get the prior written consent of my manager to do so.
This document does not prevent me from filing
 
a complaint with a government agency (including the Securities
and Exchange Commission, Department of Justice, Equal Employment Opportunity Commission
 
and others) or
from participating in an agency
 
proceeding. This document also does
 
not prevent me from providing
 
an agency
with information, including this
 
document, unless such information
 
is legally protected from disclosure
 
to third
parties.
 
I do not
 
need prior company
 
authorization to take
 
these actions, nor
 
must I notify
 
the company I
 
have
done so.
Also, as
 
provided in
 
18 U.S.C.
 
1833(b), I
 
cannot be
 
held criminally
 
or civilly
 
liable under
 
any federal
 
or state
trade secret
 
law for making
 
a trade secret
 
disclosure: (A)
 
in confidence
 
to a federal,
 
state, or
 
local government
official,
 
either
 
directly
 
or
 
indirectly,
 
or
 
to
 
an
 
attorney,
 
solely
 
for
 
the
 
purpose
 
of
 
reporting
 
or
 
investigating
 
a
suspected violation of law; or (B) in a
 
complaint or other document filed in a lawsuit or other
 
proceeding, if such
filing is made under seal.
General Mills Confidential Information means any non-public
 
information I create, receive, use
 
or observe in the
performance of my job at General Mills, including
 
trade secrets.
 
Examples of Confidential Information include
marketing, merchandising, business plans,
 
business methods, pricing,
 
purchasing, licensing, contracts,
 
employee,
supplier
 
or
 
customer
 
information,
 
financial
 
data,
 
technological
 
developments,
 
manufacturing
 
processes
 
and
specifications, product
 
formulas, ingredient specifications,
 
software code, and
 
all other proprietary
 
information
which is not publicly available to others.
Prior
 
to
 
leaving
 
the
 
Company,
 
I
 
agree
 
to
 
return
 
all
 
materials
 
in
 
my
 
possession
 
containing
 
Confidential
Information,
 
as
 
well
 
as
 
all
 
other
 
documents
 
and
 
other
 
tangible
 
items
 
provided
 
to
 
me
 
by
 
General
 
Mills,
 
or
developed by me in connection with my employment with the Company.
f.
[
This Section 6.b.
 
does not apply
 
to California, Colorado, Minnesota,
 
and Washington -based employees.
] I agree
that for one year after
 
I leave the Company, including retiring from the
 
Company, I will not work on any
 
product,
brand
 
category,
 
process,
 
or
 
service:
 
(A)
 
on
 
which
 
I
 
worked,
 
or
 
about
 
which
 
I
 
had
 
access
 
to
 
Confidential
Information, in
 
the year immediately
 
preceding my
 
termination (including
 
retirement) from General
 
Mills, and
(B) which competes with General Mills products, brand categories, processes, or
 
related services.
 
g.
I agree
 
that for
 
one year
 
after I
 
leave General
 
Mills, including
 
retiring from
 
the Company,
 
I will
 
refrain from
directly or
 
indirectly soliciting
 
Company
 
employees for
 
the purpose
 
of hiring
 
them or
 
inducing them
 
to leave
their employment with the Company.
h.
I agree that
 
after I leave
 
General Mills, including
 
retiring from the
 
Company, I will indefinitely refrain
 
from using
Company client or contact lists, and for two years I will refrain from soliciting the Company’s
 
customers.
A breach of
 
the obligations set
 
forth in this
 
paragraph may result
 
in the rescission
 
of the Grant,
 
termination and forfeiture
 
of any
unvested
 
or un-exercised
 
Options, and/or
 
required
 
payment to
 
Company
 
of all
 
or a
 
portion
 
of any
 
monetary
 
gains acquired
 
by
Optionee as a
 
result of the
 
Grant, unless the
 
Grant vested and
 
was settled more
 
than four (4)
 
years prior to
 
the breach.
 
The foregoing
remedies are in
 
addition to, and
 
not in lieu
 
of injunctive relief
 
and/or any other
 
legal or equitable
 
remedies available under
 
applicable
law
7.
Nature of Grant
. In accepting the Stock Option, the Optionee acknowledges and agrees that:
(n)
the Plan is established
 
voluntarily by the Company, it is
 
discretionary in nature and
 
it may be
 
modified, amended,
suspended or terminated
 
by the Company,
 
in its sole discretion,
 
at any time (subject
 
to any limitations set
 
forth
in the Plan);
(o)
the grant
 
of the
 
Stock Option
 
is voluntary
 
and occasional
 
and does
 
not create
 
any contractual
 
or other
 
right to
receive future grants
 
of stock options,
 
or benefits in lieu
 
of stock options, even
 
if stock options
 
or other awards
have been granted in the past;
 
 
14
(p)
all decisions with respect to future awards, if any,
 
will be at the sole discretion of the Company;
(q)
the Optionee’s participation
 
in the Plan is voluntary;
(r)
the
 
Stock
 
Option
 
and
 
the
 
Optionee’s
 
participation
 
in
 
the
 
Plan
 
shall
 
not
 
create
 
a
 
right
 
to
 
employment
 
or
 
be
interpreted
 
as
 
forming
 
an
 
employment
 
contract
 
with
 
the
 
Company
 
or
 
any
 
of
 
its
 
Subsidiaries
 
or
 
affiliated
companies and
 
shall not
 
interfere with
 
the ability of
 
the Company
 
or the
 
Employer,
 
as applicable,
 
to terminate
the Optionee’s employment relationship
 
(as otherwise may be permitted under local law);
(s)
unless otherwise agreed
 
with the Company,
 
the Stock Option
 
and any
 
shares of Common
 
Stock acquired
 
upon
vesting and exercise
 
of the Stock
 
Option, and the
 
income from and
 
value of same,
 
are not granted
 
as consideration
for, or in connection with, any
 
service the Optionee may provide
 
as a director of
 
any of any
 
Subsidiary or affiliate
of the Company;
(t)
the Stock Option
 
and any shares of
 
Common Stock acquired
 
under the Plan
 
and the income and
 
value of same,
are
 
not
 
part
 
of
 
normal
 
or
 
expected
 
compensation
 
for
 
purposes
 
of
 
calculating
 
any
 
severance,
 
resignation,
termination,
 
redundancy,
 
dismissal,
 
end-of-service
 
payments,
 
bonuses,
 
long-service
 
awards,
 
pension
 
or
retirement or welfare benefits or similar payments and in no event should
 
be considered as compensation for, or
relating
 
in
 
any
 
way
 
to,
 
past
 
services
 
for
 
the
 
Company,
 
the
 
Employer
 
or
 
any
 
Subsidiary
 
or
 
affiliate
 
of
 
the
Company;
(u)
the future
 
value of
 
the shares of
 
Common Stock
 
underlying the
 
Stock Option
 
is unknown,
 
indeterminable, and
cannot be predicted with certainty;
 
(v)
if the underlying shares of Common Stock do not increase in value, the Stock
 
Option will have no value;
 
(w)
upon exercise of the Stock Option, the
 
value of such shares of Common Stock
 
may increase or decrease in value,
even below the exercise price;
 
(x)
no claim or
 
entitlement to compensation or
 
damages shall arise
 
from forfeiture of the
 
Stock Option resulting from
termination of the Optionee’s employment (for
 
any reason whatsoever and
 
whether or not
 
in breach of local
 
labor
laws or
 
later found
 
invalid) and,
 
in consideration
 
of the
 
Stock Option,
 
the Optionee
 
agrees not
 
to institute
 
any
claim against the Company or the Employer;
(y)
the
 
Stock
 
Option
 
and
 
the
 
benefits
 
evidenced
 
by
 
this
 
Agreement
 
do
 
not
 
create
 
any
 
entitlement
 
not
 
otherwise
specifically provided
 
for in the
 
Plan or provided
 
by the Company
 
in its discretion,
 
to have the
 
Stock Option
 
or
any such benefits transferred to, or assumed
 
by, another company, nor to be exchanged, cashed out or substituted
for, in connection with any corporate
 
transaction affecting the shares of Common Stock; and
(z)
neither the Company nor any of
 
its Subsidiaries or affiliated companies
 
shall be liable for any foreign
 
exchange
rate fluctuation between the Optionee’s
 
local currency and the U.S. dollar that may affect
 
the value of the Stock
Option or any
 
amounts due to
 
the Optionee pursuant
 
to the exercise
 
of the Stock
 
Option or the
 
subsequent sale
of any shares of Common Stock acquired upon exercise of the Stock Option.
8.
Data Privacy
.
If the Optionee would
 
like to participate in
 
the Plan, the Optionee
 
will need to review
 
the information provided
 
in
this Section 8
 
and, where
 
applicable, declare
 
the Optionee’s
 
consent to the
 
processing of
 
personal data
 
by the Company
 
and the
third parties stated below.
 
If the Optionee is based in the European
 
Union (“EU”), European Economic Area
 
(“EEA”) or United Kingdom, please note that
General Mills,
 
Inc. with registered address at
 
One General
 
Mills Boulevard, Minneapolis, MN
 
55426-1347, U.S.A., is
 
the controller
responsible for the processing
 
of the Optionee’s
 
personal data in connection with the Agreement
 
and the Plan.
(h)
Data Collection and Usage. The Company collects, processes, uses and transfers certain personally-identifiable
information about
 
the Optionee, specifically,
 
the Optionee’s
 
name, home address
 
and telephone
 
number,
 
email
address, date of birth, social insurance, passport number or other
 
identification number,
 
salary, nationality,
 
job
title, any
 
shares
 
of Stock
 
or directorships
 
held in
 
the Company
 
or any
 
affiliated company,
 
details of
 
all Stock
Options or
 
any other
 
entitlement to
 
shares
 
of Stock
 
awarded,
 
canceled,
 
exercised,
 
settled, vested,
 
unvested or
outstanding
 
in
 
the
 
Optionee’s
 
favor,
 
which
 
the
 
Company
 
receives
 
from
 
the
 
Optionee
 
or
 
the
 
Employer
 
(the
“Data”).
 
The
 
Company
 
collects,
 
processes
 
and
 
uses
 
the
 
Data
 
for
 
the
 
purposes
 
of
 
performing
 
its
 
contractual
 
 
 
 
 
 
15
obligations
 
under this
 
Agreement,
 
implementing,
 
administering and
 
managing the
 
Optionee’s
 
participation
 
in
the Plan and facilitating compliance with applicable tax and securities law.
 
If the Optionee is based in the EU, EEA or United Kingdom, the legal basis for the processing of the Data by the
Company is
 
the necessity
 
of the
 
processing
 
for the
 
Company to
 
perform its
 
contractual obligations
 
under this
Agreement
 
and the
 
Plan and
 
the Company’s
 
legitimate business
 
interests of
 
managing the
 
Plan, administering
employee equity awards and complying with its contractual
 
and statutory obligations.
 
If the Optionee is based in any
 
other jurisdiction, the legal basis for the
 
processing of the Data by
 
the Company
is the Optionee’s
 
consent as further described below.
(i)
Stock Plan
 
Administration Service
 
Providers.
 
The Company
 
transfers Data
 
to E*TRADE
 
Financial Corporate
Services, Inc.
 
(including its
 
affiliated companies),
 
an independent
 
service provider
 
which assists
 
the Company
with the implementation,
 
administration and management
 
of the Plan.
 
In the future,
 
the Company may select
 
a
different service provider, which will in a similar
 
manner, share Data with such service provider. The Company’s
service provider
 
will maintain
 
an account
 
for the
 
Optionee to
 
administer the
 
Stock Options.
 
The processing
 
of
Data will
 
take place
 
through
 
both electronic
 
and non-electronic
 
means. Data
 
will only
 
be accessible
 
by those
individuals requiring access to it for purposes of implementing,
 
administering and operating the Plan.
(j)
International Data Transfers.
 
The Company and
 
its service providers
 
are based
 
in the United States
 
and India.
The
 
Optionee’s
 
country or
 
jurisdiction
 
may
 
have
 
different
 
data
 
privacy
 
laws and
 
protections
 
than
 
the United
States and
 
India. An
 
appropriate
 
level of
 
protection
 
can be
 
achieved
 
by implementing
 
safeguards
 
such as
 
the
Standard Contractual Clauses adopted by
 
the EU Commission.
If the Optionee
 
is based in
 
any other jurisdiction,
 
the Data will
 
be transferred
 
from the
 
Optionee’s
 
jurisdiction
to the Company and onward
 
from the Company
 
to any of its service providers
 
based on the Optionee’s
 
consent,
as further described below.
(k)
Data Retention. The Company will use the Data only as long as necessary to implement, administer and manage
the Optionee’s
 
participation in the Plan, or as required to comply with legal or
 
regulatory obligations, including
tax
 
and
 
securities laws.
 
When
 
the
 
Company
 
no longer
 
needs the
 
Data,
 
the
 
Company
 
will remove
 
it from
 
its
systems.
 
If
 
the
 
Company
 
keeps
 
data
 
longer,
 
it
 
would
 
be
 
to
 
satisfy
 
legal
 
or
 
regulatory
 
obligations
 
and
 
the
Company’s
 
legal
 
basis
 
would
 
be
 
relevant
 
laws
 
or
 
regulations
 
(if
 
the
 
Optionee
 
is
 
in
 
the
 
EU,
 
EEA
 
or
 
United
Kingdom) or the Optionee’s
 
consent (if the Optionee is outside the EU, EEA or United Kingdom).
(l)
Data
 
Subject
 
Rights.
 
The
 
Optionee
 
may
 
have
 
a
 
number
 
of
 
rights
 
under
 
data
 
privacy
 
laws
 
in
 
the
 
Optionee’s
jurisdiction. Subject to
 
the conditions set
 
out in the
 
applicable law and
 
depending on where the
 
Optionee is based,
such rights may
 
include the right to
 
(i) request access
 
to, or copies of,
 
the Data processed
 
by the Company,
 
(ii)
rectification of incorrect
 
Data, (iii) deletion of Data, (iv) restrictions on the processing
 
of Data, (v) object to the
processing
 
of
 
Data
 
for
 
legitimate
 
interests,
 
(vi)
 
portability
 
of
 
Data,
 
(vii)
 
lodge
 
complaints
 
with
 
competent
authorities
 
in
 
the
 
Optionee’s
 
jurisdiction,
 
and/or
 
to
 
(viii)
 
receive
 
a
 
list
 
with
 
the
 
names
 
and
 
addresses
 
of
 
any
potential
 
recipients
 
of
 
Data.
 
To
 
receive
 
clarification
 
regarding
 
these
 
rights
 
or
 
to
 
exercise
 
these
 
rights,
 
the
Optionee can contact HR Direct.
(m)
Necessary
 
Disclosure
 
of
 
Personal
 
Data.
 
The
 
Optionee understands
 
that
 
providing
 
the
 
Company with
 
Data
 
is
necessary for the performance of the Agreement and that the Optionee’s
 
refusal to provide the Data would make
it impossible
 
for
 
the Company
 
to perform
 
its contractual
 
obligations
 
and
 
may affect
 
the Optionee’s
 
ability to
participate in the Plan.
(n)
Declaration
 
of
 
Consent
 
(if
 
the
 
Optionee
 
is outside
 
the
 
EU,
 
EEA
 
and
 
United
 
Kingdom).
 
The
 
Optionee
 
hereby
unambiguously consents to the collection, use and transfer, in electronic or other form, of the Data, as described
above
 
and
 
in
 
any
 
other
 
grant
 
materials,
 
by
 
and
 
among,
 
as
 
applicable,
 
the
 
Employer,
 
the
 
Company
 
and
 
any
affiliated
 
company
 
for
 
the
 
exclusive
 
purpose
 
of
 
implementing,
 
administering
 
and
 
managing
 
the
 
Optionee’s
participation in the Plan.
 
The Optionee understands that
 
the Optionee may,
 
at any time, refuse
 
or withdraw the
consents herein,
 
in any
 
case without
 
cost, by
 
contacting HR
 
Direct.
 
If the
 
Optionee does
 
not consent
 
or later
seeks to revoke the
 
Optionee’s
 
consent, the Optionee’s
 
employment status or service
 
with the Employer will not
be affected;
 
the Optionee’s
 
consequence of
 
refusing or
 
withdrawing consent
 
is that the
 
Company would
 
not be
able
 
to award
 
the Stock
 
Options to
 
the Optionee
 
or any
 
other equity
 
award
 
to the
 
Optionee
 
or administer
 
or
maintain such awards.
 
Therefore, the Optionee understands that refusing or withdrawing consent may affect the
 
 
 
 
 
 
 
16
Optionee’s
 
ability to participate in the Plan. For more
 
information on the consequences of refusal to
 
consent or
withdrawal of consent, the Optionee should contact HR Direct.
9.
Insider Trading;
 
Market Abuse Laws
. By participating
 
in the Plan,
 
the Optionee agrees
 
to comply with
 
the Company’s
 
policy
on insider
 
trading (to
 
the extent
 
that it
 
is applicable
 
to the
 
Optionee), the
 
Optionee further
 
acknowledges that,
 
depending on
 
the
Optionee’s or his or her
 
broker’s country of residence or
 
where the shares
 
of Common Stock are
 
listed, the Optionee may
 
be subject
to insider trading
 
restrictions and/or market
 
abuse laws that may
 
affect the Optionee’s
 
ability to accept,
 
acquire, sell or otherwise
dispose of shares of Common Stock,
 
rights to shares of Common Stock (e.g.,
 
stock options) or rights linked to the
 
value of shares
of Common Stock,
 
during such times
 
the Optionee is
 
considered to have
 
“inside information” regarding
 
the Company as defined
by the
 
laws or
 
regulations in
 
the Optionee’s
 
country.
 
Local insider
 
trading laws
 
and regulations
 
may prohibit
 
the cancellation
 
or
amendment
 
of
 
orders
 
the
 
Optionee
 
places
 
before
 
he
 
or
 
she
 
possessed
 
inside
 
information.
 
Furthermore,
 
the
 
Optionee
 
could
 
be
prohibited from
 
(i) disclosing the
 
inside information
 
to any
 
third party
 
(other than
 
on a
 
“need to
 
know” basis)
 
and (ii)
 
“tipping”
third
 
parties
 
or
 
causing
 
them
 
otherwise
 
to
 
buy
 
or
 
sell
 
securities.
 
The
 
Optionee
 
understands
 
that
 
third
 
parties
 
include
 
fellow
employees. Any restriction under
 
these laws or
 
regulations are separate from
 
and in addition
 
to any restrictions
 
that may be
 
imposed
under any applicable Company
 
insider trading policy. The Optionee acknowledges
 
that it is
 
the Optionee’s responsibility to comply
with any applicable restrictions, and that the Optionee should therefore consult
 
the Optionee’s personal advisor
 
on this matter
10.
11.
Clawback
. This Award
 
is specifically made subject to the Company’s Executive
 
Compensation Clawback Policies.
Electronic Delivery
. The Optionee
 
agrees, to the fullest
 
extent permitted by law,
 
in lieu of receiving
 
documents in paper format,
to
 
accept
 
electronic
 
delivery
 
of
 
any
 
documents
 
that
 
the
 
Company
 
and
 
its
 
Subsidiaries
 
or
 
affiliated
 
companies
 
may
 
deliver
 
in
connection
 
with
 
this
 
grant
 
and
 
any
 
other
 
grants
 
offered
 
by
 
the
 
Company,
 
including
 
prospectuses,
 
grant
 
notifications,
 
account
statements,
 
annual
 
or
 
quarterly
 
reports,
 
and
 
other
 
communications.
 
Electronic
 
delivery
 
of
 
a
 
document
 
may
 
be
 
made
 
via
 
the
Company’s email
 
system or by reference to a
 
location on the Company’s
 
intranet or website or a website
 
of the Company’s
 
agent
administering the Plan. By accepting this grant, whether electronically or otherwise, the Optionee hereby consents to participate in
the Plan
 
through such
 
system, intranet,
 
or website,
 
including but
 
not limited
 
to the
 
use of
 
electronic signatures
 
or click-through
electronic acceptance of terms and conditions.
12.
English Language
. The
 
Optionee acknowledges
 
and agrees
 
that it
 
is the
 
Optionee’s
 
express intent
 
that this
 
Agreement and
 
the
Plan and all other documents, notices and legal proceedings entered into, given or
 
instituted pursuant to the Stock Option be drawn
up in
 
English. To
 
the extent
 
the Optionee
 
has been
 
provided with
 
a copy
 
of this
 
Agreement,
 
the Plan,
 
or any
 
other documents
relating to this Award
 
in a language other than English, the English language documents will prevail in case of
 
any ambiguities or
divergences as a result of translation.
13.
Addendum
.
 
Notwithstanding
 
any
 
provisions
 
in
 
this
 
Agreement,
 
the
 
Stock
 
Option
 
shall
 
be
 
subject
 
to
 
any
 
special
 
terms
 
and
conditions set forth in the
 
Country-Specific Addendum to this Agreement
 
(the “Addendum”). Moreover,
 
if the Optionee transfers
to one of the
 
countries included in such
 
Addendum, the special terms
 
and conditions for such
 
country will apply
 
to the Optionee,
to the extent
 
the Company determines
 
that the application
 
of such terms
 
and conditions is
 
necessary or advisable
 
to comply with
local law
 
or facilitate
 
the administration
 
of the
 
Plan (or
 
the Company
 
may establish
 
alternative terms
 
and conditions
 
as may
 
be
necessary or advisable to accommodate the Optionee’s
 
transfer). The Addendum constitutes part of this Agreement.
14.
Not a Public Offering
. The award of
 
the Stock Option is
 
not intended to
 
be a public offering
 
of securities in the
 
Optionee’s country
of employment
 
(or country
 
of residence,
 
if different).
 
The Company
 
has not
 
submitted any
 
registration statement,
 
prospectus or
other filings with the local
 
securities authorities (unless otherwise
 
required under local law), and
 
the award of the Stock Option
 
is
not subject to the supervision
 
of the local securities authorities.
 
No employee of the Company or
 
any of its Subsidiaries
 
or affiliated
companies is permitted to
 
advise the Optionee
 
on whether he/she
 
should participate in the
 
Plan. Acquiring shares
 
of Common Stock
involves a degree of risk. Before deciding to participate in the Plan, the Optionee should carefully consider all risk factors
 
relevant
to the acquisition of
 
shares of Common Stock
 
under the Plan and
 
carefully review all of
 
the materials related to
 
the Stock Option
and the Plan. In addition, the Optionee should consult with his/her personal
 
advisor for professional investment advice.
15.
Repatriation; Compliance with Law
. The Optionee agrees to repatriate all payments attributable to the shares of Common Stock
and/or cash acquired under the
 
Plan in accordance with
 
applicable foreign exchange rules and
 
regulations in the Optionee’s country
of employment (and country of residence, if different).
 
In addition, the Optionee agrees to take any and all actions, and
 
consent to
any and
 
all actions
 
taken by
 
the Company
 
and any
 
of its
 
Subsidiaries and
 
affiliated companies,
 
as may
 
be required
 
to allow
 
the
Company and any of its Subsidiaries and affiliated companies to
 
comply with local laws, rules and/or regulations in the
 
Optionee’s
country of employment (and
 
country of residence, if different).
 
Finally, the
 
Optionee agrees to take any
 
and all actions as may
 
be
required to
 
comply with the
 
Optionee’s
 
personal obligations
 
under local
 
laws, rules and/or
 
regulations in
 
the Optionee’s
 
country
of employment and country of residence, if different).
 
 
 
 
 
 
17
16.
Imposition of Other Requirements.
The Company reserves the
 
right to impose other
 
requirements on the Optionee’s participation
in
 
the
 
Plan,
 
on
 
the
 
Stock
 
Option,
 
and
 
on
 
any
 
shares
 
of
 
Common
 
Stock
 
acquired
 
under
 
the
 
Plan,
 
to
 
the
 
extent
 
the
 
Company
determines
 
it
 
is
 
necessary
 
or
 
advisable
 
for
 
legal
 
or
 
administrative
 
reasons,
 
and
 
to
 
require
 
the
 
Optionee
 
to
 
sign
 
any
 
additional
agreements or undertakings that may be necessary to accomplish the
 
foregoing.
17.
Committee’s
 
Powers.
No provision
 
contained in
 
this Agreement
 
shall in any
 
way terminate,
 
modify or
 
alter, or
 
be construed
 
or
interpreted as
 
terminating, modifying
 
or altering
 
any of
 
the powers,
 
rights or
 
authority vested
 
in the
 
Committee or,
 
to the
 
extent
delegated, in
 
its delegate,
 
pursuant to
 
the terms
 
of the
 
Plan or
 
resolutions adopted
 
in furtherance
 
of the
 
Plan, including,
 
without
limitation,
 
the
 
right
 
to
 
make
 
certain
 
determinations
 
and
 
elections
 
with
 
respect
 
to
 
the
 
Stock
 
Option.
 
Any
 
dispute
 
regarding
 
the
interpretation of
 
this Agreement
 
or the
 
terms of
 
the Plan
 
shall be
 
submitted to
 
the Committee
 
or its
 
delegate who
 
shall have
 
the
discretionary authority to construe the terms of this Agreement, the Plan,
 
and all documents ancillary to this Award.
 
The decisions
of the Committee or its delegate shall be final and binding and any reviewing court of law or other party shall defer to its decision,
overruling if, and only if, it is arbitrary and capricious. In no way is it intended that this review standard subject the Plan or Award
to the U.S. Employee Retirement Income Security Act.
18.
Binding Effect.
 
This Agreement shall be binding
 
upon and inure to the benefit
 
of any successors to the Company
 
and all persons
lawfully claiming under the Optionee.
19.
Governing Law
 
and Forum
. Without
 
limiting the
 
effect of
 
section 16,
 
this Agreement
 
shall be
 
governed by,
 
and construed
 
in
accordance with, the laws of the State of Delaware without regard to principles
 
of conflict of laws.
20.
Severability
. The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal
or otherwise unenforceable, in whole or
 
in part, the Agreement shall be reformed
 
and construed so that it would be enforceable
 
to
the maximum
 
extent legally
 
possible, and
 
if it
 
cannot be
 
so reformed
 
and construed,
 
as if
 
such unenforceable
 
provision, or
 
part
thereof, had never been contained herein.
21.
Waiver
. The waiver by the Company with respect to Optionee’s (or any other participant’s) compliance with any provision of this
Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach
 
by
such party of a provision of this Agreement
A copy of the
 
Plan and the Prospectus
 
to the General Mills,
 
Inc. 2022 Stock Compensation Plan
 
is available on G&Me
 
by searching “2022
Stock Compensation Plan”.
 
A copy of the Company’s latest Annual Report on Form 10-K is also available on the Company’s
 
website at
www.generalmills.com
 
under Investor Information/Annual Reports.
 
GENERAL MILLS, INC.
 
 
 
 
 
1
Exhibit 10.3
GENERAL MILLS, INC.
RESTRICTED STOCK UNIT AWARD
GRANT DATE:
PARTICIPANT:
[Officer]
PERNR:
AGGREGATE
 
NUMBER
 
OF
 
UNITS
AWARD
 
ED:
EXPIRATION
 
DATE
 
OF
 
RESTRICTED
PERIOD:
This Award is made
 
under the General Mills, Inc. 2022 Stock Compensation
 
Plan (the "Plan"), and is subject to the
terms
 
and
 
conditions
 
contained
 
in
 
the
 
Plan
 
document
 
and
 
this
 
Restricted
 
Stock
 
Unit
 
Award
 
Agreement
(“Agreement”).
 
The Participant: (i) acknowledges
 
receipt of a
 
copy of the Plan
 
and Plan prospectus,
 
(ii) represents
that the
 
Participant has
 
carefully read
 
and is familiar
 
with the provisions
 
of this
 
Agreement and
 
the Plan,
 
and (iii)
hereby accepts the
 
Restricted Stock Units
 
subject to all
 
of the terms
 
and conditions set
 
forth herein, and
 
in the
 
Plan.
 
If
the Participant
 
does not
 
wish to
 
receive the
 
Restricted Stock
 
Units and/or
 
does not
 
consent and
 
agree to
 
the terms
and conditions on which the Restricted Stock Units are offered,
 
as set forth in this Agreement and the Plan, then the
Participant
 
must
 
reject
 
this
 
Award
 
via
 
the
 
website
 
of
 
the
 
Company’s
 
designated
 
broker,
 
no
 
later
 
than
 
60
 
days
following
 
the
 
Grant
 
Date.
 
If
 
the
 
Participant
 
rejects
 
this
 
Award,
 
this
 
Award
 
will
 
immediately
 
be
 
forfeited
 
and
cancelled.
 
The Participant’s
 
failure to
 
reject this
 
Award
 
within this
 
60 day
 
period will
 
constitute the
 
Participant’s
acceptance of this Award
 
and all terms and conditions of this Award,
 
as set forth in this Agreement and the Plan.
THIS AWARD,
 
dated on the above Grant Date,
 
is made by General Mills,
 
Inc., and made to the
 
person named above (the
"Participant" or referred to as “I”, “you”,
 
or “my”) (“Award”).
1.
Award
 
of Units
. Each unit
 
awarded represents
 
the right
 
to receive
 
one share
 
of the
 
Company common
 
stock, par value
USD 0.10 per
 
share (“Stock”). The
 
units granted pursuant
 
to this
 
Agreement are referred
 
to as
 
the “Restricted Stock
 
Units”.
Except as otherwise defined herein, capitalized terms shall have the same
 
meanings ascribed to them under the Plan.
2.
Vesting/Payment
 
of Restricted Stock Units; Forfeiture.
(a)
Vesting/Payment
 
Schedule
. Restricted
 
Stock Units
 
shall vest
 
in tranches
 
,
 
each tranche
 
having
 
its own
 
12
month vesting period occurring
 
consecutively,
 
starting on the Grant
 
Date.
 
Vested
 
units in a tranche
 
shall be
paid on the respective Scheduled Vesting
 
Date, subject to the terms of this Agreement and the Plan.
 
Tranche
Number of Units
Scheduled Vesting
 
Date
(b)
Forfeiture of Restricted Stock Units
. The Participant acknowledges that
 
the Restricted Stock Units awarded
hereunder
 
are subject
 
to forfeiture
 
if the
 
Participant’s
 
employment
 
with the
 
Company
 
or any
 
subsidiary or
affiliated companies (the “Company”)
 
terminates under certain
 
circumstances before the
 
respective Scheduled
Vesting
 
Dates, as herein provided.
 
(i)
Resignation
 
or
 
Termination
 
for
 
Cause.
 
If
 
the
 
Participant’s
 
employment
 
with
 
the
 
Company
 
is
terminated by either (i) resignation, or (ii) a discharge due to
 
Participant’s illegal activities, poor work
performance, misconduct or violation
 
of the Company’s
 
Code of Conduct, policies
 
or practices, then
these Restricted Stock Units, to
 
the extent they are
 
not previously vested as of
 
the Termination
 
Date,
shall for no consideration be cancelled and forfeited. For the avoidance of doubt, “Termination
 
Date”
for purposes
 
of this
 
Award
 
will be
 
deemed to
 
occur as
 
of the
 
date Participant
 
is no
 
longer actively
providing services as
 
an employee, unless otherwise
 
determined by the Company
 
in its sole
 
discretion,
and
 
no
 
vesting
 
shall
 
continue
 
during
 
any
 
notice
 
period
 
that
 
may
 
be
 
specified
 
under
 
contract
 
or
applicable law with
 
respect to such
 
termination, including any “garden
 
leave” or similar
 
period, except
as may otherwise be permitted in the Company’s
 
sole discretion.
 
 
2
(ii)
Involuntary Termination.
 
If the Participant’s employment with the Company
 
terminates involuntarily
at the
 
initiation
 
of the
 
Company
 
for any
 
reason other
 
than specified
 
in Plan
 
Section 11
 
(
Change
 
in
Control
),
 
or (i),
 
(iv) or
 
(v)
 
in this
 
section
 
2,
 
and
 
only
 
upon the
 
execution
 
(without
 
revoking)
 
of an
effective
 
general
 
legal
 
release
 
and
 
such
 
other
 
documents
 
as
 
are
 
satisfactory
 
to
 
the
 
Company,
 
the
following rules shall apply:
a)
In the event that at the
 
Termination
 
Date, the sum of the Participant’s
 
age and years of service
with the Company equals or
 
exceeds 70, all Restricted Stock Units
 
not previously vested shall
become vested
 
and be paid
 
based on
 
each tranche
 
on the respective
 
Scheduled Vesting
 
Dates
otherwise applicable to
 
each tranche. Notwithstanding
 
the previous sentence,
 
if the
 
Termination
Date is within
 
twelve months of
 
the Grant Date,
 
the Award
 
shall not fully
 
vest but rather
 
vest
on a pro rata
 
basis based on
 
employment completed
 
since grant prior
 
to the Termination
 
Date
within the
 
first year
 
of the
 
Restricted Period;
 
the Restricted
 
Stock Units
 
that vest
 
pursuant to
the previous
 
sentence
 
shall be
 
paid
 
on the
 
Scheduled Vesting
 
Date applicable
 
to the
 
tranche
under which they were awarded.
b)
In the event that at the
 
Termination
 
Date, the sum of the Participant’s
 
age and years of service
with the
 
Company is
 
less than
 
70, the
 
unvested Restricted
 
Stock Units
 
that are
 
in the
 
tranche
with
 
a
 
Scheduled
 
Vesting
 
Date
 
within
 
12
 
months
 
of
 
the
 
Termination
 
Date
 
shall
 
vest,
 
in
 
an
amount equal
 
to the
 
pro-rata amount
 
based on
 
employment completed
 
during the
 
relevant 12
month tranche vesting period.
 
All other unvested Restricted Stock Units shall be forfeited as of
the Termination
 
Date. All
 
Restricted Stock
 
Units that
 
vest under
 
this paragraph
 
shall be
 
paid
on the respective Scheduled Vesting
 
Date otherwise applicable to such tranche.
 
(iii)
Death
.
 
If a
 
Participant dies
 
while employed
 
by the
 
Company during
 
any applicable
 
vesting period,
this Award shall become fully vested, effective
 
as of the date of death, and shall be paid as of the first
day of the month following death to the designated beneficiary or beneficiaries, or to the Participant's
estate if no beneficiary is appropriately designated.
 
(iv)
Retirement.
 
If the termination of employment is due to
 
the Participant’s retirement on or after age 55
and completion
 
of at
 
least five
 
(5) years
 
of service
 
with the
 
Company,
 
all Restricted
 
Stock Units
 
in
unvested
 
tranches
 
shall
 
vest
 
and
 
be
 
paid
 
on
 
each
 
tranche’s
 
respective
 
Scheduled
 
Vesting
 
Date.
 
Notwithstanding
 
the above,
 
if the
 
Termination
 
Date is
 
within twelve
 
months of
 
the Grant
 
Date, the
Award
 
shall not
 
fully vest
 
but rather
 
vest on
 
a pro
 
rata basis based
 
on employment
 
completed since
grant prior to the Termination Date
 
within the first year of the Restricted Period; the Restricted Stock
Units
 
that
 
vest
 
pursuant
 
to
 
the
 
previous
 
sentence
 
shall
 
be
 
paid
 
on
 
the
 
Scheduled
 
Vesting
 
Date
applicable to the tranche under which they were awarded. The terms of this paragraph shall not apply
to a Participant who, prior to a
 
Change of Control, is terminated for cause
 
as described in (b)(i) above;
said Participant shall be treated as provided in (b)(i)
 
(v)
Spin-offs and Other
 
Divestitures.
 
If the termination
 
of employment is
 
due to the
 
divestiture, cessation,
transfer, or
 
spin-off of a
 
line of business or other
 
activity of the Company,
 
the Committee, in its
 
sole
discretion, shall determine the
 
conversion, vesting, or other
 
treatment of these Awards. Such treatment
shall
 
be
 
consistent
 
with
 
Code
 
Section 409A,
 
and
 
in
 
particular
 
will
 
take
 
into
 
account
 
whether
 
a
separation from service has occurred within the meaning of Code Section
 
409A.
3.
Dividend
 
Equivalents.
For
 
Restricted
 
Stock
 
Units
 
awarded
 
hereunder,
 
any
 
dividends
 
or
 
other
 
distributions
 
declared
payable on
 
the Company’s
 
Stock on
 
or after
 
the Grant
 
Date until
 
the Award
 
is settled
 
and/or forfeited
 
shall be
 
credited
notionally to the Participant in an amount equal to such declared dividends or other distributions on an equivalent number
of shares of Stock (“Dividend Equivalents”).
 
Dividend Equivalents so credited shall be paid if, and only to the
 
extent, the
underlying Restricted
 
Stock Units to
 
which they
 
relate become unrestricted
 
and vest, as
 
provided under
 
the terms of
 
the
Plan and this Agreement.
 
Dividend Equivalents credited
 
in respect to Restricted
 
Stock Units that are
 
forfeited under the
terms of
 
the Plan
 
and
 
this document,
 
are correspondingly
 
forfeited.
 
No interest
 
or other
 
earnings
 
shall be
 
credited
 
on
Dividend Equivalents.
 
Vested
 
Dividend Equivalents
 
shall be paid
 
in cash at
 
the same time
 
as the underlying
 
Restricted
Stock Units to which they relate.
4.
Settlement of
 
Restricted Stock
 
Units.
 
Settlement shall
 
be completed
 
as soon
 
as administratively
 
practicable but
 
in no
event later than
 
30 days after
 
the date the
 
Restricted Stock Units
 
vest, except where
 
such settlement following
 
a Section
409A Separation from Service requires a six-month delay. The Company will provide for settlement in the form of shares
 
 
 
3
of Stock.
 
Awards
 
subject to
 
proper deferral
 
elections shall
 
be deferred
 
into the
 
General Mills
 
Deferred
 
Compensation
Plan.
5.
Non-Transferability
.
 
The
 
Restricted
 
Stock
 
Units
 
may
 
not
 
be
 
sold,
 
assigned,
 
pledged,
 
exchanged,
 
hypothecated,
encumbered, disposed
 
of, or
 
otherwise transferred,
 
unless otherwise
 
provided in
 
the Plan or
 
this Agreement.
 
Upon any
attempt to transfer, assign,
 
pledge, hypothecate or
 
otherwise dispose of
 
the Restricted
 
Stock Units or
 
of such rights
 
contrary
to the provisions hereof or in the Plan,
 
the Restricted Stock Units and such rights shall
 
immediately become null and void.
6.
Withholding of
 
Tax
. The Participant acknowledges
 
that, regardless of
 
any action taken by
 
the Company or, if
 
different,
the subsidiary
 
or affiliated
 
company that
 
employs the
 
Participant (the
 
“Employer”), the
 
ultimate liability
 
for all
 
income
tax, social contributions,
 
payroll tax, fringe
 
benefits tax, payment
 
on account, hypothetical
 
tax or other
 
tax-related items
related to the
 
Participant’s
 
participation in
 
the Plan and
 
legally applicable
 
to the Participant
 
or deemed by
 
the Company
or the Employer in their discretion to
 
be an appropriate charge to the Participant even
 
if legally applicable to the Company
or the Employer
 
(“Tax-Related Items”), is and remains
 
the Participant’s responsibility and
 
may exceed the
 
amount actually
withheld
 
by the
 
Company or
 
the Employer,
 
if any.
 
The Participant
 
further
 
acknowledges that
 
the Company
 
and/or the
Employer (a)
 
make no
 
representations or
 
undertakings
 
regarding the
 
treatment of
 
any Tax
 
-Related Items
 
in connection
with any aspect of
 
the Restricted Stock Units,
 
including, but not limited
 
to, the grant, vesting,
 
the subsequent sale of
 
shares
of Stock acquired
 
pursuant to such
 
vesting and the
 
receipt of any
 
dividends,
 
or dividend equivalents;
 
and (b) do not
 
commit
to and are under
 
no obligation to structure
 
the terms of the
 
grant or any aspect
 
of the Restricted Stock
 
Units to reduce or
eliminate the Participant’s liability for Tax
 
-Related Items or achieve any particular tax result. Further, if the Participant is
subject to Tax-Related Items in more than one jurisdiction
 
between the Grant Date and the date of any relevant taxable or
tax
 
withholding
 
event,
 
as
 
applicable,
 
the
 
Participant
 
acknowledges
 
that
 
the
 
Company
 
and/or
 
the
 
Employer
 
(or
 
former
employer, as applicable) may be required
 
to withhold or account for Tax
 
-Related Items in more than one jurisdiction.
Prior to the relevant taxable or tax
 
withholding event, as applicable, the Participant agrees to make
 
adequate arrangements
satisfactory to the
 
Company and/or the
 
Employer to
 
satisfy all
 
Tax-Related Items. In this
 
regard, unless
 
otherwise approved
by the Committee, the Company shall satisfy the
 
obligations with regard to all Tax-Related Items by one or
 
a combination
of the following:
 
(i) withholding
 
from the
 
Participant’s
 
wages or other
 
cash compensation
 
paid to the
 
Participant by
 
the
Company and/or the Employer; (ii) withholding from the shares
 
of Stock to be delivered upon settlement of
 
the Restricted
Stock Units or other awards granted to the Participant or (iii) permitting the Participant to tender to the Company cash or,
if allowed by the Committee, shares of Stock.
Depending
 
on
 
the
 
withholding
 
method,
 
the
 
Company
 
may
 
withhold
 
or
 
account
 
for
 
Tax-Related
 
Items
 
by
 
considering
applicable statutory
 
withholding rates
 
(as determined
 
by the
 
Company
 
in good
 
faith and
 
in its
 
sole discretion)
 
or other
applicable withholding rates,
 
including maximum
 
applicable rates, in
 
which case the
 
Participant will receive
 
a refund of
any over-withheld amount and will have no entitlement
 
to the share equivalent. If the obligation for Tax
 
-Related Items is
satisfied
 
by
 
withholding
 
from
 
the
 
shares
 
of
 
Stock
 
to
 
be
 
delivered
 
upon
 
vesting
 
of
 
the
 
Restricted
 
Stock
 
Units,
 
for
 
tax
purposes, the Participant is deemed to have been issued the full number of shares of Stock subject to the
 
Restricted Stock
Units, notwithstanding
 
that a number
 
of shares
 
of Stock
 
are held
 
back solely
 
for the purpose
 
of paying
 
the Tax
 
-Related
Items. The
 
Participant will
 
have no
 
further rights
 
with respect
 
to any
 
shares of
 
Stock that
 
are retained
 
by the
 
Company
pursuant to this provision.
The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be
 
required to withhold
 
or account for as
 
a result of the
 
Participant’s participation
 
in the Plan that
 
cannot
be satisfied by the
 
means previously described.
 
The Company may refuse
 
to issue or deliver shares
 
of Stock or proceeds
from the
 
sale of shares
 
of Stock until
 
arrangements satisfactory
 
to the Company
 
have been made
 
in connection with
 
the
Tax-Related Items.
7.
Restrictive Covenants;
 
Confidential Information
. The
 
Participant agrees
 
to cooperate
 
with the
 
Company in
 
any way
needed in order to comply with, or fulfill the terms of the Plan and this Award
 
document.
 
As a term and condition of this
Award,
 
Participant agrees to the following terms:
 
a.
I agree to use
 
General Mills Confidential
 
Information only as needed
 
in the performance of
 
my duties,
to
 
hold
 
and
 
protect
 
such
 
information
 
as
 
confidential
 
to
 
the
 
Company,
 
and
 
not
 
to
 
engage
 
in
 
any
unauthorized
 
use
 
or
 
disclosure
 
of
 
such
 
information
 
for
 
so
 
long
 
as
 
such
 
information
 
qualifies
 
as
Confidential
 
Information.
 
I
 
agree
 
that
 
after
 
my
 
employment
 
with
 
the
 
Company
 
terminates
 
for
 
any
reason,
 
including
 
“retirement”
 
as that
 
term
 
is used
 
in
 
the Plan,
 
I
 
will not
 
use
 
or disclose,
 
directly
 
or
indirectly,
 
Company
 
Confidential Information
 
or trade
 
secrets for
 
any purpose,
 
unless I
 
get the
 
prior
written consent of my manager to do so.
 
4
This document
 
does not
 
prevent me
 
from filing
 
a complaint
 
with a
 
government agency
 
(including the
Securities
 
and
 
Exchange
 
Commission,
 
Department
 
of
 
Justice,
 
Equal
 
Employment
 
Opportunity
Commission and
 
others) or
 
from participating
 
in an
 
agency proceeding.
 
This document
 
also does
 
not
prevent
 
me
 
from
 
providing
 
an
 
agency
 
with
 
information,
 
including
 
this
 
document,
 
unless
 
such
information
 
is
 
legally
 
protected
 
from
 
disclosure
 
to
 
third
 
parties.
 
I
 
do
 
not
 
need
 
prior
 
company
authorization to take these actions, nor must I notify the company I have done so.
Also, as provided
 
in 18 U.S.C.
 
1833(b), I
 
cannot be held
 
criminally or civilly
 
liable under any
 
federal
or state
 
trade secret
 
law for
 
making a
 
trade secret
 
disclosure: (A)
 
in confidence
 
to a
 
federal, state,
 
or
local
 
government
 
official,
 
either
 
directly
 
or
 
indirectly,
 
or
 
to
 
an
 
attorney,
 
solely
 
for
 
the
 
purpose
 
of
reporting or investigating a suspected violation of law; or
 
(B) in a complaint or other document filed in
a lawsuit or other proceeding, if such filing is made under seal.
General
 
Mills
 
Confidential
 
Information
 
means
 
any
 
non-public
 
information
 
I
 
create,
 
receive,
 
use
 
or
observe
 
in
 
the
 
performance
 
of
 
my
 
job
 
at
 
General
 
Mills,
 
including
 
trade
 
secrets.
 
Examples
 
of
Confidential Information include marketing, merchandising, business plans,
 
business methods, pricing,
purchasing,
 
licensing,
 
contracts,
 
employee,
 
supplier
 
or
 
customer
 
information,
 
financial
 
data,
technological developments,
 
manufacturing processes
 
and specifications,
 
product formulas, ingredient
specifications, software
 
code, and
 
all other
 
proprietary
 
information which
 
is not
 
publicly available
 
to
others.
Prior to leaving
 
the Company,
 
I agree to
 
return all materials
 
in my possession
 
containing Confidential
Information, as well
 
as all other
 
documents and other
 
tangible items provided
 
to me by
 
General Mills,
or developed by me in connection with my employment with the Company.
b.
[
This
 
Section
 
7.b.
 
does
 
not
 
apply
 
to
 
California,
 
Colorado,
 
Minnesota,
 
and
 
Washington
 
-based
employees.
] I agree that for one year after I leave the Company, including retiring from the Company,
 
I
will not
 
work
 
on
 
any
 
product,
 
brand
 
category,
 
process,
 
or
 
service:
 
(A)
 
on
 
which
 
I
 
worked,
 
or
 
about
which
 
I
 
had
 
access
 
to
 
Confidential
 
Information,
 
in
 
the
 
year
 
immediately
 
preceding
 
my
 
termination
(including retirement) from General Mills, and (B) which competes with General Mills products, brand
categories, processes, or related services.
 
c.
I agree that for one year after I leave General Mills, including
 
retiring from the Company,
 
I will refrain
from directly
 
or indirectly
 
soliciting Company
 
employees for
 
the purpose
 
of hiring
 
them or
 
inducing
them to leave their employment with the Company.
d.
I agree that after I
 
leave General Mills, including
 
retiring from the Company,
 
I will indefinitely refrain
from
 
using
 
Company
 
client
 
or
 
contact
 
lists,
 
and
 
for
 
two
 
years
 
I
 
will
 
refrain
 
from
 
soliciting
 
the
Company’s customers.
A breach
 
of the
 
obligations set
 
forth in
 
this paragraph
 
may result
 
in the
 
rescission of
 
the Award,
 
termination and
forfeiture of any unvested Units, and/or required payment
 
to the Company of all or a portion of any monetary gains
acquired by
 
the Participant
 
as a
 
result of
 
the Award,
 
unless the
 
Award
 
vested and
 
was settled
 
more than
 
four (4)
years prior to
 
the breach.
 
The foregoing remedies
 
are in addition
 
to, and not
 
in lieu of
 
injunctive relief and/or
 
any
other legal or equitable remedies available under applicable law.
8.
Nature of Grant
. In accepting the Restricted Stock Units, the Participant acknowledges and agrees
 
that:
(a)
the Plan is established voluntarily by the Company,
 
it is discretionary in nature and it may be modified,
amended, suspended
 
or terminated
 
by the
 
Company,
 
in its
 
sole discretion,
 
at any
 
time (subject
 
to any
limitations set forth in the Plan);
(b)
the grant of
 
the Restricted Stock
 
Units is voluntary
 
and occasional and
 
does not create
 
any contractual
or other right to receive future
 
grants of restricted stock units, or
 
benefits in lieu of restricted
 
stock units,
even if restricted stock units or other
 
awards have been granted in the past;
(c)
all decisions with respect to future awards, if any,
 
will be at the sole discretion of the Company;
(d)
the Participant’s participation
 
in the Plan is voluntary;
 
 
5
(e)
the
 
Restricted
 
Stock
 
Units
 
and
 
the
 
Participant’s
 
participation
 
in
 
the
 
Plan
 
shall
 
not
 
create
 
a
 
right
 
to
employment
 
or
 
be
 
interpreted
 
as
 
forming
 
an
 
employment
 
contract
 
with
 
the
 
Company
 
or
 
any
 
of
 
its
Subsidiaries
 
or
 
affiliated
 
companies
 
and
 
shall
 
not
 
interfere
 
with
 
the
 
ability
 
of
 
the
 
Company
 
or
 
the
Employer,
 
as applicable,
 
to terminate
 
the Participant’s
 
employment relationship
 
(as otherwise
 
may be
permitted under local law);
(f)
unless otherwise agreed with the Company, the Restricted Stock Units and any shares of
 
Stock acquired
upon vesting of
 
the Restricted Stock
 
Units, and the income
 
from and value of
 
same, are not granted
 
as
consideration
 
for,
 
or in
 
connection with,
 
any service
 
the Participant
 
may provide
 
as a
 
director of
 
any
subsidiary or affiliate of the Company;
(g)
the Restricted Stock Units and any shares of Stock acquired under the Plan and the income and value of
same,
 
are
 
not
 
part
 
of
 
normal
 
or
 
expected
 
compensation
 
for
 
purposes
 
of
 
calculating
 
any
 
severance,
resignation,
 
termination,
 
redundancy,
 
dismissal,
 
end-of-service
 
payments,
 
bonuses,
 
long-service
awards,
 
pension
 
or
 
retirement
 
or
 
welfare
 
benefits
 
or
 
similar
 
payments
 
and
 
in
 
no
 
event
 
should
 
be
considered as compensation for, or relating in any way to, past services for the Company, the Employer
or any subsidiary or affiliate of the Company;
(h)
the future value
 
of the
 
shares of
 
Stock underlying the
 
Restricted Stock Units
 
is unknown, indeterminable,
and cannot be predicted with certainty;
 
(i)
upon vesting of
 
the Restricted Stock Units,
 
the value of such
 
shares of Stock may
 
increase or decrease
in value;
 
(j)
no claim or
 
entitlement to compensation
 
or damages shall
 
arise from forfeiture
 
of the Restricted Stock
Units
 
resulting
 
from
 
termination
 
of
 
the
 
Participant’s
 
employment
 
(for
 
any
 
reason
 
whatsoever
 
and
whether or not in
 
breach of local labor
 
laws or later found
 
invalid) and, in consideration
 
of the Restricted
Stock Units, the Participant agrees not to institute any claim against the Company or
 
the Employer;
(k)
the Restricted Stock Units and the rights evidenced by this Agreement do not create any entitlement not
otherwise
 
specifically
 
provided
 
for
 
in
 
the
 
Plan
 
to
 
have
 
the
 
Restricted
 
Stock
 
Units
 
transferred
 
to,
 
or
assumed by,
 
another company,
 
nor to
 
be exchanged,
 
cashed out
 
or substituted
 
for,
 
in connection
 
with
any corporate transaction affecting the shares of Stock; and
(l)
neither the
 
Company nor
 
any of its
 
Subsidiaries or
 
affiliated companies
 
shall be liable
 
for any
 
foreign
exchange rate
 
fluctuation between
 
the Participant’s
 
local currency
 
and the
 
U.S. dollar
 
that may
 
affect
the value of the Restricted
 
Stock Units or any amounts due
 
to the Participant pursuant to the
 
vesting of
the Restricted
 
Stock Units
 
or the
 
subsequent sale
 
of any
 
shares of
 
Stock acquired
 
upon vesting
 
of the
Restricted Stock Units.
9.
Data Privacy
.
If the Participant would like to participate in the Plan, the Participant will need to review
 
the information
provided in this Section
 
9 and, where applicable,
 
declare the Participant’s
 
consent to the processing
 
of personal data by
the Company and the third parties stated below.
 
If the Participant is
 
based in the European Union (“EU”), European Economic Area (“EEA”)
 
or United Kingdom, please
note
 
that General
 
Mills, Inc.
 
with registered
 
address
 
at
 
One
 
General
 
Mills Boulevard,
 
Minneapolis,
 
MN 55426
 
-1347,
U.S.A., is the
 
controller responsible for the processing of
 
the Participant’s personal data in connection
 
with the Agreement
and the Plan.
(a)
Data Collection
 
and Usage.
 
The Company
 
collects, processes,
 
uses and
 
transfers certain
 
personally-
identifiable information
 
about the
 
Participant, specifically,
 
the Participant’s
 
name, home address
 
and
telephone
 
number,
 
email
 
address,
 
date
 
of
 
birth,
 
social
 
insurance,
 
passport
 
number
 
or
 
other
identification
 
number,
 
salary,
 
nationality,
 
job
 
title,
 
any
 
shares
 
of
 
Stock
 
or
 
directorships
 
held
 
in
 
the
Company
 
or any
 
affiliated
 
company,
 
details
 
of all
 
Restricted
 
Stock
 
Units
 
or any
 
other
 
entitlement
 
to
shares
 
of
 
Stock
 
awarded,
 
canceled,
 
exercised,
 
settled,
 
vested,
 
unvested
 
or
 
outstanding
 
in
 
the
Participant’s
 
favor,
 
which the
 
Company receives
 
from
 
the Participant
 
or the
 
Employer (the
 
“Data”).
The
 
Company
 
collects,
 
processes
 
and
 
uses
 
the
 
Data
 
for
 
the
 
purposes
 
of
 
performing
 
its
 
contractual
obligations
 
under
 
this
 
Agreement,
 
implementing,
 
administering
 
and
 
managing
 
the
 
Participant’s
participation in the Plan and facilitating compliance with applicable
 
tax and securities law.
 
 
 
 
 
 
 
6
If the Participant is based
 
in the EU, EEA or United
 
Kingdom, the legal basis for the
 
processing of the
Data
 
by
 
the
 
Company
 
is
 
the
 
necessity
 
of
 
the
 
processing
 
for
 
the
 
Company
 
to
 
perform
 
its
 
contractual
obligations
 
under
 
this
 
Agreement
 
and
 
the
 
Plan
 
and
 
the
 
Company’s
 
legitimate
 
business
 
interests
 
of
managing
 
the
 
Plan,
 
administering
 
employee
 
equity
 
awards
 
and
 
complying
 
with
 
its
 
contractual
 
and
statutory obligations.
 
If the Participant is based in any other jurisdiction, the legal basis for the processing of the Data by the
Company is the Participant’s
 
consent as further described below.
(b)
Stock
 
Plan
 
Administration
 
Service
 
Providers.
 
The
 
Company
 
transfers
 
Data
 
to
 
E*TRADE
 
Financial
Corporate
 
Services,
 
Inc.
 
(including
 
its
 
affiliated
 
companies),
 
an
 
independent
 
service
 
provider
 
which
assists the
 
Company with the
 
implementation, administration and management
 
of the
 
Plan.
 
In the future,
the Company
 
may select a
 
different service
 
provider,
 
which will
 
in a similar
 
manner,
 
share Data
 
with
such service provider.
 
The Company’s
 
service provider will
 
maintain an account for the
 
Participant to
administer the
 
Restricted Stock
 
Units. The
 
processing
 
of Data
 
will take
 
place through
 
both electronic
and non-electronic
 
means. Data
 
will only
 
be accessible
 
by those
 
individuals requiring
 
access to it
 
for
purposes of implementing, administering and operating the Plan.
(c)
International Data Transfers. The Company and its service
 
providers are based in the United States and
India. The
 
Participant’s
 
country or
 
jurisdiction may
 
have different
 
data privacy
 
laws and
 
protections
than the
 
United States
 
and India. An
 
appropriate level
 
of protection
 
can be achieved
 
by implementing
safeguards such as the Standard
 
Contractual Clauses adopted by the EU Commission.
If the Participant is based
 
in any other jurisdiction, the
 
Data will be transferred from
 
the Participant’s
jurisdiction to the Company and onward from
 
the Company to any of its service providers based on the
Participant’s
 
consent, as further described below.
(d)
Data Retention. The Company will use the Data
 
only as long as necessary to implement, administer
 
and
manage the
 
Participant’s
 
participation in
 
the Plan,
 
or as
 
required
 
to comply
 
with legal
 
or regulatory
obligations,
 
including
 
tax
 
and
 
securities
 
laws.
 
When
 
the
 
Company
 
no
 
longer
 
needs
 
the
 
Data,
 
the
Company will remove it from its systems.
 
If the Company keeps data longer,
 
it would be to satisfy legal
or regulatory
 
obligations and
 
the Company’s
 
legal basis would
 
be relevant
 
laws or regulations
 
(if the
Participant
 
is in
 
the EU,
 
EEA or
 
United Kingdom)
 
or the
 
Participant’s
 
consent (if
 
the Participant
 
is
outside the EU, EEA or United Kingdom).
(e)
Data
 
Subject
 
Rights.
 
The
 
Participant
 
may
 
have
 
a
 
number
 
of
 
rights
 
under
 
data
 
privacy
 
laws
 
in
 
the
Participant’s jurisdiction. Subject to the conditions
 
set out
 
in the
 
applicable law and
 
depending on where
the Participant is based, such rights may include the
 
right to (i) request access to, or copies of, the
 
Data
processed by the Company, (ii) rectification
 
of incorrect Data, (iii) deletion of Data, (iv) restrictions on
the processing
 
of Data,
 
(v) object
 
to the
 
processing
 
of Data
 
for legitimate
 
interests, (vi)
 
portability of
Data, (vii) lodge complaints with competent authorities in the Participant’s
 
jurisdiction, and/or to (viii)
receive a list with
 
the names and addresses
 
of any potential recipients
 
of Data. To
 
receive clarification
regarding these
 
rights or to exercise these rights, the Participant can contact
 
HR Direct.
(f)
Necessary Disclosure of Personal
 
Data. The Participant understands that providing
 
the Company with
Data is
 
necessary for
 
the performance
 
of the
 
Agreement
 
and that
 
the Participant’s
 
refusal
 
to provide
the
 
Data
 
would
 
make
 
it impossible
 
for
 
the
 
Company
 
to
 
perform
 
its
 
contractual
 
obligations
 
and
 
may
affect the Participant’s
 
ability to participate in the Plan.
(g)
Declaration of Consent (if
 
the Participant is
 
outside the EU,
 
EEA and United
 
Kingdom). The Participant
hereby
 
unambiguously consents
 
to the
 
collection, use
 
and transfer,
 
in electronic
 
or other
 
form, of
 
the
Data, as described above and in any other grant materials, by and among, as
 
applicable, the Employer,
the Company and any affiliated company for the exclusive
 
purpose of implementing, administering and
managing the Participant’s
 
participation in the Plan.
 
The Participant understands that
 
the Participant
may,
 
at any
 
time, refuse
 
or withdraw
 
the consents
 
herein,
 
in any
 
case without
 
cost, by
 
contacting HR
Direct.
 
If
 
the
 
Participant
 
does
 
not
 
consent
 
or
 
later
 
seeks
 
to
 
revoke
 
the
 
Participant’s
 
consent,
 
the
Participant’s
 
employment
 
status
 
or
 
service
 
with
 
the
 
Employer
 
will
 
not
 
be
 
affected;
 
the
 
Participant’s
consequence of
 
refusing or
 
withdrawing consent
 
is that
 
the Company
 
would not
 
be able
 
to award
 
the
Participant
 
Restricted
 
Stock
 
Units
 
or
 
any
 
other
 
equity
 
award
 
to
 
the
 
Participant
 
or
 
administer
 
or
maintain
 
such awards.
 
Therefore,
 
the Participant
 
understands
 
that refusing
 
or withdrawing
 
consent
 
 
 
 
 
 
 
7
may affect the
 
Participant’s
 
ability to participate
 
in the Plan.
 
For more information on the
 
consequences
of refusal to consent or withdrawal of consent,
 
the Participant should contact HR Direct.
10.
Clawback
. This Award
 
is specifically made subject to the Company’s Executive
 
Compensation Clawback Policies.
11.
Insider Trading; Market Abuse Laws
. By participating in
 
the Plan, the
 
Participant agrees to
 
comply with the
 
Company’s
policy on
 
insider trading (to
 
the extent that
 
it is applicable
 
to the Participant),
 
the Participant further
 
acknowledges that,
depending
 
on the
 
Participant’s
 
or
 
his
 
or
 
her
 
broker’s
 
country
 
of residence
 
or where
 
the shares
 
of
 
Stock
 
are
 
listed,
 
the
Participant may be subject to insider trading restrictions and/or market abuse laws that may affect the Participant’s ability
to accept,
 
acquire, sell
 
or otherwise
 
dispose of
 
shares of
 
Stock, rights
 
to shares
 
of Stock
 
(e.g., restricted
 
stock units)
 
or
rights linked to the value
 
of shares of Stock, during
 
such times the Participant is
 
considered to have “inside
 
information”
regarding the Company
 
as defined by the
 
laws or regulations in
 
the Participant’s
 
country. Local
 
insider trading laws and
regulations may prohibit the cancellation or amendment of orders the Participant places before he or she possessed inside
information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information
 
to any third party
(other than on a “need
 
to know” basis) and (ii) “tipping”
 
third parties or causing them
 
otherwise to buy or sell
 
securities.
The Participant
 
understands that
 
third parties
 
include fellow
 
employees. Any
 
restriction under
 
these laws or
 
regulations
are separate from
 
and in addition
 
to any restrictions
 
that may be
 
imposed under any
 
applicable Company insider
 
trading
policy.
 
The Participant acknowledges that it
 
is the Participant’s
 
responsibility to comply with any
 
applicable restrictions,
and that the Participant should therefore consult the Participant’s
 
personal advisor on this matter.
12.
Electronic Delivery
. The Participant agrees, to
 
the fullest extent permitted by
 
law, in lieu of receiving documents in
 
paper
format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may
deliver
 
in
 
connection
 
with
 
this
 
grant
 
and
 
any
 
other
 
grants
 
offered
 
by
 
the
 
Company,
 
including
 
prospectuses,
 
grant
notifications,
 
account
 
statements,
 
annual
 
or
 
quarterly
 
reports,
 
and
 
other
 
communications.
 
Electronic
 
delivery
 
of
 
a
document
 
may
 
be
 
made
 
via
 
the
 
Company’s
 
email
 
system
 
or
 
by
 
reference
 
to
 
a
 
location
 
on
 
the
 
Company’s
 
intranet
 
or
website or
 
a website
 
of the
 
Company’s
 
agent administering
 
the Plan.
 
By accepting
 
this grant,
 
whether electronically
 
or
otherwise, the
 
Participant hereby
 
consents to participate
 
in the Plan
 
through such
 
system, intranet,
 
or website, including
but not limited to the use of electronic signatures or click-through electronic
 
acceptance of terms and conditions.
13.
English Language
. The Participant acknowledges and agrees that
 
it is the Participant’s express intent that this
 
Agreement
and
 
the
 
Plan
 
and
 
all
 
other
 
documents,
 
notices
 
and
 
legal
 
proceedings
 
entered
 
into,
 
given
 
or
 
instituted
 
pursuant
 
to
 
the
Restricted
 
Stock
 
Units
 
be
 
drawn
 
up
 
in
 
English.
 
To
 
the
 
extent
 
the
 
Participant
 
has
 
been
 
provided
 
with
 
a
 
copy
 
of
 
this
Agreement, the Plan, or any
 
other documents relating to this
 
Award in a language other than English, the
 
English language
documents will prevail in case of any ambiguities or divergences
 
as a result of translation.
14.
Addendum.
Notwithstanding any provisions in this Agreement, the Restricted Stock Units shall be subject to any special
terms and conditions set forth in the Country-Specific
 
Addendum to this Agreement (the “Addendum”). Moreover,
 
if the
Participant transfers to one of the countries included in such
 
Addendum, the special terms and conditions for such country
will apply
 
to the
 
Participant, to
 
the extent
 
the Company
 
determines that
 
the application
 
of such
 
terms and
 
conditions is
necessary or advisable to comply with local law or facilitate
 
the administration of the Plan (or the Company may establish
alternative
 
terms
 
and
 
conditions
 
as
 
may
 
be
 
necessary
 
or
 
advisable
 
to
 
accommodate
 
the
 
Participant’s
 
transfer).
 
The
Addendum constitutes part of this Agreement.
15.
Not a Public Offering
. The award of the Restricted Stock Units is not intended to be a public offering of securities in the
Participant’s
 
country
 
of
 
employment
 
(or
 
country
 
of
 
residence,
 
if
 
different).
 
The
 
Company
 
has
 
not
 
submitted
 
any
registration
 
statement,
 
prospectus or
 
other
 
filings
 
with the
 
local
 
securities
 
authorities
 
(unless otherwise
 
required
 
under
local law), and the award of
 
the Restricted Stock Units is not subject
 
to the supervision of the local
 
securities authorities.
No employee of
 
the Company or
 
any of its Subsidiaries
 
or affiliated companies
 
is permitted to
 
advise the Participant
 
on
whether he/she
 
should
 
participate in
 
the Plan.
 
Acquiring shares
 
of Stock
 
involves a
 
degree
 
of risk.
 
Before
 
deciding
 
to
participate in
 
the Plan,
 
the Participant
 
should carefully
 
consider all risk
 
factors relevant
 
to the acquisition
 
of shares
 
of
Stock
 
under
 
the
 
Plan
 
and
 
carefully
 
review
 
all
 
of
 
the
 
materials
 
related
 
to
 
the
 
Restricted
 
Stock
 
Units
 
and
 
the
 
Plan.
 
In
addition, the Participant should consult with his/her personal advisor for professional
 
investment advice.
16.
Repatriation; Compliance with Law.
 
The Participant agrees to repatriate all
 
payments attributable to the shares of
 
Stock
and/or
 
cash
 
acquired
 
under
 
the
 
Plan
 
in
 
accordance
 
with
 
applicable
 
foreign
 
exchange
 
rules
 
and
 
regulations
 
in
 
the
Participant’s country of employment (and country of residence, if different). In addition, the Participant agrees
 
to take any
and
 
all
 
actions,
 
and
 
consent
 
to
 
any
 
and
 
all
 
actions
 
taken
 
by
 
the
 
Company
 
and
 
any
 
of
 
its
 
Subsidiaries
 
and
 
affiliated
companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with
local laws,
 
rules and/or
 
regulations in
 
the Participant’s
 
country
 
of employment
 
(and country
 
of residence,
 
if different).
Finally,
 
the Participant
 
agrees to
 
take any
 
and all
 
actions as
 
may be
 
required to
 
comply with
 
the Participant’s
 
personal
 
 
 
 
 
 
 
8
obligations under local laws, rules
 
and/or regulations in the Participant’s country of employment and
 
country of residence,
if different).
17.
Imposition of Other
 
Requirements.
 
The Company reserves
 
the right to
 
impose other requirements
 
on the Participant’s
participation in the Plan, on
 
the Restricted Stock Units, and on
 
any shares of Stock acquired under
 
the Plan, to the extent
the Company determines
 
it is necessary or
 
advisable for legal or
 
administrative reasons, and
 
to require the Participant
 
to
sign any additional agreements or undertakings that may be necessary to accomplish
 
the foregoing.
18.
Committee’s
 
Powers.
No
 
provision
 
contained
 
in
 
this
 
Agreement
 
shall
 
in
 
any
 
way
 
terminate,
 
modify
 
or
 
alter,
 
or
 
be
construed
 
or
 
interpreted
 
as
 
terminating,
 
modifying
 
or
 
altering
 
any
 
of
 
the
 
powers,
 
rights
 
or
 
authority
 
vested
 
in
 
the
Committee or, to the
 
extent delegated, in
 
its delegate, pursuant
 
to the
 
terms of the
 
Plan or resolutions
 
adopted in furtherance
of
 
the
 
Plan,
 
including,
 
without
 
limitation,
 
the
 
right
 
to
 
make
 
certain
 
determinations
 
and
 
elections
 
with
 
respect
 
to
 
the
Restricted
 
Stock
 
Units.
 
Any
 
dispute
 
regarding
 
the
 
interpretation
 
of
 
this
 
Agreement
 
or
 
the
 
terms
 
of
 
the
 
Plan
 
shall
 
be
submitted
 
to
 
the
 
Committee
 
or
 
its
 
delegate
 
who
 
shall
 
have
 
the
 
discretionary
 
authority
 
to
 
construe
 
the
 
terms
 
of
 
this
Agreement, the Plan, and
 
all documents ancillary to
 
this Award.
 
The decisions of the
 
Committee or its delegate shall
 
be
final and binding
 
and any reviewing court
 
of law or other
 
party shall defer
 
to its decision,
 
overruling if, and
 
only if, it
 
is
arbitrary and capricious. In no way is
 
it intended that this review standard subject the Plan
 
or Award to the U.S. Employee
Retirement Income Security Act
.
19.
Binding Effect.
 
This Agreement shall be binding upon and inure to the benefit
 
of any successors to the Company and all
persons lawfully claiming under the Participant.
20.
Governing
 
Law
 
and
 
Forum
.
 
Without
 
limiting
 
the
 
effect
 
of
 
section
 
17,
 
this
 
Agreement
 
shall
 
be
 
governed
 
by,
 
and
construed in accordance with, the laws of the State of Delaware without regard
 
to principles of conflict of laws.
21.
Severability
. The provisions of
 
this Agreement are severable
 
and if any one
 
or more of the provisions
 
are determined to
be illegal or otherwise unenforceable, in whole or in part, the Agreement shall be reformed and construed so that it would
be
 
enforceable
 
to
 
the
 
maximum
 
extent
 
legally
 
possible,
 
and
 
if
 
it
 
cannot
 
be
 
so
 
reformed
 
and
 
construed,
 
as
 
if
 
such
unenforceable provision, or part thereof, had never been contained herein.
 
22.
Waiver
.
 
The
 
waiver
 
by
 
the
 
Company
 
with
 
respect
 
to
 
Employee’s
 
(or
 
any
 
other
 
participant’s)
 
compliance
 
with
 
any
provision of this Agreement shall
 
not operate or be construed as
 
a waiver of any other provision
 
of this Agreement, or of
any subsequent breach by such party of a provision of this Agreement.
A
 
copy
 
of
 
the
 
Plan
 
and
 
the
 
Prospectus
 
to
 
the
 
General
 
Mills,
 
Inc.
 
2022Stock
 
Compensation
 
Plan
 
is
 
available
 
on
 
G&Me
 
by
searching “2022 Stock Compensation
 
Plan”.
 
A copy of the Company’s
 
latest Annual Report on Form 10-K is
 
also available on
the Company’s website at www.generalmills.com
 
under Investor Information/Annual Reports.
 
GENERAL MILLS, INC.
 
 
 
 
 
 
9
GENERAL MILLS, INC.
RESTRICTED STOCK UNIT AWARD
GRANT DATE:
PARTICIPANT:
[CEO]
PERNR:
AGGREGATE
 
NUMBER
 
OF
 
UNITS
 
SUBJECT
TO AWARD:
EXPIRATION DATE
 
OF RESTRICTED
PERIOD:
This Award is made
 
under the General Mills, Inc. 2022 Stock Compensation
 
Plan (the "Plan"), and is subject to the
terms
 
and
 
conditions
 
contained
 
in
 
the
 
Plan
 
document
 
and
 
this
 
Restricted
 
Stock
 
Unit
 
Award
 
Agreement
(“Agreement”).
 
The Participant: (i) acknowledges
 
receipt of a
 
copy of the Plan
 
and Plan prospectus,
 
(ii) represents
that the
 
Participant has
 
carefully read
 
and is familiar
 
with the provisions
 
of this
 
Agreement and
 
the Plan,
 
and (iii)
hereby accepts the
 
Restricted Stock Units
 
subject to all
 
of the terms
 
and conditions set
 
forth herein, and
 
in the
 
Plan.
 
If
the Participant
 
does not
 
wish to
 
receive the
 
Restricted Stock
 
Units and/or
 
does not
 
consent and
 
agree to
 
the terms
and conditions on which the Restricted Stock Units are offered,
 
as set forth in this Agreement and the Plan, then the
Participant
 
must
 
reject
 
this
 
Award
 
via
 
the
 
website
 
of
 
the
 
Company’s
 
designated
 
broker,
 
no
 
later
 
than
 
60
 
days
following
 
the
 
Grant
 
Date.
 
If
 
the
 
Participant
 
rejects
 
this
 
Award,
 
this
 
Award
 
will
 
immediately
 
be
 
forfeited
 
and
cancelled.
 
The Participant’s
 
failure to
 
reject this
 
Award
 
within this
 
60 day
 
period will
 
constitute the
 
Participant’s
acceptance of this Award
 
and all terms and conditions of this Award,
 
as set forth in this Agreement and the Plan.
THIS AWARD,
 
dated on the above Grant Date,
 
is made by General Mills,
 
Inc., and made to the
 
person named above (the
"Participant" or referred to as “I”, “you”,
 
or “my”) (“Award”).
1.
Award
 
of Units
. Each unit
 
awarded represents
 
the right
 
to receive
 
one share
 
of the
 
Company common
 
stock, par value
USD 0.10 per
 
share (“Stock”). The
 
units granted pursuant
 
to this
 
Agreement are referred
 
to as
 
the “Restricted Stock
 
Units”.
Except as otherwise defined herein, capitalized terms shall have the same
 
meanings ascribed to them under the Plan.
2.
Vesting of
 
Restricted Stock Units; Forfeiture of Restricted Stock Units.
(c)
Vesting Schedule
. Restricted Stock
 
Units shall vest
 
in tranches, each
 
tranche having its
 
own 12 month
 
vesting
period
 
occurring consecutively,
 
starting on
 
the Grant
 
Date.
 
Vested
 
units in
 
a tranche
 
shall be
 
paid
 
on the
respective Scheduled Vesting
 
Date, subject to the terms of this Agreement and the Plan.
 
Tranche
Number of Units
Scheduled Vesting
 
Date
(d)
Forfeiture of Restricted Stock Units
. The Participant acknowledges that
 
the Restricted Stock Units awarded
hereunder
 
are subject
 
to forfeiture
 
if the
 
Participant’s
 
employment
 
with the
 
Company
 
or any
 
subsidiary or
affiliated companies (the “Company”)
 
terminates under certain
 
circumstances before the
 
respective Scheduled
Vesting
 
Dates, as herein provided.
 
(vi)
Termination
 
for
 
Cause.
 
If
 
the
 
Participant’s
 
employment
 
with
 
the
 
Company
 
is
 
terminated
 
by
 
a
discharge due to Participant’s illegal activities, poor
 
work performance, misconduct or violation
 
of the
Company’s
 
Code of
 
Conduct, policies
 
or practices,
 
then these
 
Restricted Stock
 
Units, to
 
the extent
they
 
are
 
not
 
fully
 
vested
 
as
 
of
 
the
 
Termination
 
Date,
 
shall
 
for
 
no
 
consideration
 
be
 
cancelled
 
and
forfeited in their entirety. For the avoidance
 
of doubt, “Termination Date” for purposes of this Award
will
 
be
 
deemed
 
to
 
occur
 
as
 
of
 
the
 
date
 
Participant
 
is
 
no
 
longer
 
actively
 
providing
 
services
 
as
 
an
employee,
 
unless otherwise
 
determined
 
by the
 
Company in
 
its sole
 
discretion, and
 
no vesting
 
shall
continue during any notice period that may be specified under contract or applicable law with respect
to
 
such
 
termination,
 
including
 
any
 
“garden
 
leave”
 
or
 
similar
 
period,
 
except
 
as
 
may
 
otherwise
 
be
permitted in the Company’s sole discretion.
(vii)
Involuntary
 
Termination/Early
 
Retirement.
 
If
 
the
 
Participant’s
 
employment
 
by
 
the
 
Company
terminates involuntarily
 
at the initiation
 
of the
 
Company for
 
any reason
 
other than
 
specified in
 
Plan
Section 11, or (i), (iv) or (v) herein or if
 
the Participant retires on or after age
 
55 but before age 62, the
 
 
 
 
10
unvested
 
Restricted
 
Stock
 
Units
 
that
 
are
 
in
 
the
 
tranche
 
with
 
a
 
Scheduled
 
Vesting
 
Date
 
within
 
12
months
 
of
 
the
 
Termination
 
Date
 
shall
 
vest,
 
in
 
an
 
amount
 
equal
 
to
 
the
 
pro-rata
 
amount
 
based
 
on
employment
 
completed
 
during
 
the
 
relevant
 
12
 
month
 
tranche
 
vesting
 
period.
 
All
 
other
 
unvested
Restricted Stock Units shall
 
be forfeited as
 
of the Termination
 
Date. Restricted Stock
 
Units that vest
under
 
this
 
paragraph
 
shall
 
be
 
paid
 
(or
 
deferred,
 
if
 
properly
 
elected)
 
on
 
the
 
respective
 
Scheduled
Vesting
 
Date
 
otherwise
 
applicable
 
to
 
such
 
tranche.
 
No
 
Restricted
 
Stock
 
Units
 
shall
 
vest
 
upon
involuntary termination under this provision without the
 
execution (without revoking) of an effective
general legal release and such other documents as are satisfactory to
 
the Company.
(viii)
Death
.
 
If a
 
Participant dies
 
while employed
 
by the
 
Company during
 
any applicable
 
vesting period,
this Award shall become fully vested, effective
 
as of the date of death, and shall be paid as of the first
day of the month following death to the designated beneficiary or beneficiaries, or to the Participant's
estate if no beneficiary is appropriately designated.
 
(ix)
Normal Retirement.
If the termination of employment is due to the Participant’s retirement on or after
age 62, all Restricted Stock Units in unvested tranches shall vest, and be paid (or deferred, if properly
elected)
 
on
 
each
 
tranche’s
 
respective
 
Scheduled
 
Vesting
 
Date.
 
Notwithstanding
 
the
 
above,
 
if
 
the
Termination Date is within twelve months of the Grant
 
Date, the Award shall not fully vest but rather
vest on
 
a pro
 
rata basis
 
based on
 
employment completed
 
since Grant
 
Date to
 
the Termination
 
Date
within the
 
first year
 
of
 
the Restricted
 
Period.
 
Restricted Stock
 
Units that
 
vest under
 
this paragraph
shall be
 
paid
 
(or deferred,
 
if properly
 
elected) on
 
the respective
 
Scheduled
 
Vesting
 
Date otherwise
applicable to such
 
tranche. Notwithstanding the
 
above, the terms of
 
this paragraph shall
 
not apply to
a Participant who, prior to a Change of Control, is terminated for cause as described
 
in (b)(i) above.
 
(x)
Spin-offs and Other
 
Divestitures.
 
If the termination
 
of employment is
 
due to the
 
divestiture, cessation,
transfer, or
 
spin-off of a
 
line of business or other
 
activity of the Company,
 
the Committee, in its
 
sole
discretion, shall determine the
 
conversion, vesting, or other
 
treatment of these Awards. Such treatment
shall
 
be
 
consistent
 
with
 
Code
 
Section 409A,
 
and
 
in
 
particular
 
will
 
take
 
into
 
account
 
whether
 
a
separation from service has occurred within the meaning of Code Section
 
409A.
3.
Dividend Equivalents.
Any dividends
 
or other
 
distributions declared
 
payable on
 
the Company’s
 
Stock on
 
or after
 
the
Grant Date
 
of this
 
Award
 
until the
 
Award
 
is settled
 
and/or forfeited
 
shall be
 
credited notionally
 
to the
 
Participant in
 
an
amount equal
 
to such
 
declared dividends
 
or other
 
distributions on
 
an equivalent
 
number of
 
shares of
 
Stock (“Dividend
Equivalents”).
 
Dividend Equivalents so credited
 
shall be paid if,
 
and only to the
 
extent, the underlying
 
Restricted Stock
Units to
 
which
 
they
 
relate become
 
unrestricted
 
and
 
vest, as
 
provided
 
under the
 
terms of
 
the Plan
 
and
 
this Agreement.
 
Dividend Equivalents credited
 
in respect to
 
Restricted Stock Units
 
that are forfeited
 
under the terms
 
of the Plan
 
and this
document, are correspondingly forfeited.
 
No interest or other earnings shall be credited
 
on Dividend Equivalents.
 
Vested
Dividend Equivalents shall be paid in cash at the same time as the underlying Restricted Stock Units to which they relate.
4.
Settlement of
 
Restricted Stock
 
Units.
 
Settlement shall
 
be completed
 
as soon
 
as administratively
 
practicable but
 
in no
event later than 30 days after the
 
date on which payment is supposed to be
 
made under this Agreement, except where such
settlement following a Section 409A
 
Separation from Service requires
 
a six-month delay.
 
The Company will provide for
settlement in the form of shares of Stock.
5.
Non-Transferability
.
 
The
 
Restricted
 
Stock
 
Units
 
may
 
not
 
be
 
sold,
 
assigned,
 
pledged,
 
exchanged,
 
hypothecated,
encumbered, disposed
 
of, or
 
otherwise transferred,
 
unless otherwise
 
provided in
 
the Plan or
 
this Agreement.
 
Upon any
attempt to transfer, assign,
 
pledge, hypothecate or
 
otherwise dispose of
 
the Restricted
 
Stock Units or
 
of such rights
 
contrary
to the provisions hereof or in the Plan,
 
the Restricted Stock Units and such rights shall
 
immediately become null and void.
6.
Withholding of
 
Tax
. The Participant acknowledges
 
that, regardless of
 
any action taken by
 
the Company or, if
 
different,
the subsidiary
 
or affiliated
 
company that
 
employs the
 
Participant (the
 
“Employer”), the
 
ultimate liability
 
for all
 
income
tax, social contributions,
 
payroll tax, fringe
 
benefits tax, payment
 
on account, hypothetical
 
tax or other
 
tax-related items
related to the
 
Participant’s
 
participation in
 
the Plan and
 
legally applicable
 
to the Participant
 
or deemed by
 
the Company
or the Employer in their discretion to
 
be an appropriate charge to the Participant even
 
if legally applicable to the Company
or the Employer
 
(“Tax-Related Items”), is and remains
 
the Participant’s responsibility and
 
may exceed the
 
amount actually
withheld
 
by the
 
Company or
 
the Employer,
 
if any.
 
The Participant
 
further
 
acknowledges that
 
the Company
 
and/or the
Employer (a)
 
make no
 
representations or
 
undertakings
 
regarding the
 
treatment of
 
any Tax
 
-Related Items
 
in connection
with any aspect of
 
the Restricted Stock Units,
 
including, but not limited
 
to, the grant, vesting,
 
the subsequent sale of
 
shares
of Stock
 
acquired pursuant
 
to such vesting
 
and the receipt
 
of any
 
dividends; and
 
(b) do not
 
commit to
 
and are
 
under no
obligation
 
to
 
structure
 
the
 
terms
 
of
 
the
 
grant
 
or
 
any
 
aspect
 
of
 
the
 
Restricted
 
Stock
 
Units
 
to
 
reduce
 
or
 
eliminate
 
the
 
11
Participant’s
 
liability for
 
Tax-Related
 
Items or
 
achieve any
 
particular tax
 
result. Further,
 
if the
 
Participant is
 
subject to
Tax-Related
 
Items
 
in
 
more
 
than
 
one
 
jurisdiction
 
between
 
the
 
Grant
 
Date
 
and
 
the
 
date
 
of
 
any
 
relevant
 
taxable
 
or
 
tax
withholding
 
event,
 
as
 
applicable,
 
the
 
Participant
 
acknowledges
 
that
 
the
 
Company
 
and/or
 
the
 
Employer
 
(or
 
former
employer, as applicable) may be required
 
to withhold or account for Tax
 
-Related Items in more than one jurisdiction.
Prior to the relevant taxable or tax
 
withholding event, as applicable, the Participant agrees to make
 
adequate arrangements
satisfactory to the
 
Company and/or the
 
Employer to
 
satisfy all
 
Tax-Related Items. In this
 
regard, unless
 
otherwise approved
by the Committee, the Company shall satisfy the
 
obligations with regard to all Tax-Related Items by one or
 
a combination
of the following:
 
(i) withholding
 
from the
 
Participant’s
 
wages or other
 
cash compensation
 
paid to the
 
Participant by
 
the
Company and/or the Employer; (ii) withholding from the shares
 
of Stock to be delivered upon settlement of
 
the Restricted
Stock Units or other awards granted to the Participant or (iii) permitting the Participant to tender to the Company cash or,
if allowed by the Committee, shares of Stock.
Depending
 
on
 
the
 
withholding
 
method,
 
the
 
Company
 
may
 
withhold
 
or
 
account
 
for
 
Tax-Related
 
Items
 
by
 
considering
applicable statutory
 
withholding rates
 
(as determined
 
by the
 
Company
 
in good
 
faith and
 
in its
 
sole discretion)
 
or other
applicable withholding rates,
 
including maximum
 
applicable rates, in
 
which case the
 
Participant will receive
 
a refund of
any over-withheld amount and will have no entitlement
 
to the share equivalent. If the obligation for Tax
 
-Related Items is
satisfied
 
by
 
withholding
 
from
 
the
 
shares
 
of
 
Stock
 
to
 
be
 
delivered
 
upon
 
vesting
 
of
 
the
 
Restricted
 
Stock
 
Units,
 
for
 
tax
purposes, the Participant is deemed to have been issued the full number of shares of Stock subject to the
 
Restricted Stock
Units, notwithstanding
 
that a number
 
of shares
 
of Stock
 
are held
 
back solely
 
for the purpose
 
of paying
 
the Tax
 
-Related
Items. The
 
Participant will
 
have no
 
further rights
 
with respect
 
to any
 
shares of
 
Stock that
 
are retained
 
by the
 
Company
pursuant to this provision.
The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be
 
required to withhold
 
or account for as
 
a result of the
 
Participant’s participation
 
in the Plan that
 
cannot
be satisfied by the
 
means previously described.
 
The Company may refuse
 
to issue or deliver shares
 
of Stock or proceeds
from the
 
sale of shares
 
of Stock until
 
arrangements satisfactory
 
to the Company
 
have been made
 
in connection with
 
the
Tax-Related Items.
7.
Restrictive Covenants;
 
Confidential Information
. The
 
Participant agrees
 
to cooperate
 
with the
 
Company in
 
any way
needed in order to comply with, or fulfill the terms of the Plan and this Award
 
document.
 
As a term and condition of this
Award,
 
Participant agrees to the following terms:
 
e.
I agree to use
 
General Mills Confidential
 
Information only as needed
 
in the performance of
 
my duties,
to
 
hold
 
and
 
protect
 
such
 
information
 
as
 
confidential
 
to
 
the
 
Company,
 
and
 
not
 
to
 
engage
 
in
 
any
unauthorized
 
use
 
or
 
disclosure
 
of
 
such
 
information
 
for
 
so
 
long
 
as
 
such
 
information
 
qualifies
 
as
Confidential
 
Information.
 
I
 
agree
 
that
 
after
 
my
 
employment
 
with
 
the
 
Company
 
terminates
 
for
 
any
reason,
 
including
 
“retirement”
 
as that
 
term
 
is used
 
in
 
the Plan,
 
I
 
will not
 
use
 
or disclose,
 
directly
 
or
indirectly,
 
Company
 
Confidential Information
 
or trade
 
secrets for
 
any purpose,
 
unless I
 
get the
 
prior
written consent of my manager to do so.
This document
 
does not
 
prevent me
 
from filing
 
a complaint
 
with a
 
government agency
 
(including the
Securities
 
and
 
Exchange
 
Commission,
 
Department
 
of
 
Justice,
 
Equal
 
Employment
 
Opportunity
Commission and
 
others) or
 
from participating
 
in an
 
agency proceeding.
 
This document
 
also does
 
not
prevent
 
me
 
from
 
providing
 
an
 
agency
 
with
 
information,
 
including
 
this
 
document,
 
unless
 
such
information
 
is
 
legally
 
protected
 
from
 
disclosure
 
to
 
third
 
parties.
 
I
 
do
 
not
 
need
 
prior
 
company
authorization to take these actions, nor must I notify the company I have done
 
so.
Also, as provided
 
in 18 U.S.C.
 
1833(b), I
 
cannot be held
 
criminally or civilly
 
liable under any
 
federal
or state
 
trade secret
 
law for
 
making a
 
trade secret
 
disclosure: (A)
 
in confidence
 
to a
 
federal, state,
 
or
local
 
government
 
official,
 
either
 
directly
 
or
 
indirectly,
 
or
 
to
 
an
 
attorney,
 
solely
 
for
 
the
 
purpose
 
of
reporting or investigating a suspected violation of law; or
 
(B) in a complaint or other document filed in
a lawsuit or other proceeding, if such filing is made under seal.
General
 
Mills
 
Confidential
 
Information
 
means
 
any
 
non-public
 
information
 
I
 
create,
 
receive,
 
use
 
or
observe
 
in
 
the
 
performance
 
of
 
my
 
job
 
at
 
General
 
Mills,
 
including
 
trade
 
secrets.
 
Examples
 
of
Confidential Information include marketing, merchandising, business plans,
 
business methods, pricing,
purchasing,
 
licensing,
 
contracts,
 
employee,
 
supplier
 
or
 
customer
 
information,
 
financial
 
data,
technological developments,
 
manufacturing processes
 
and specifications,
 
product formulas, ingredient
specifications, software
 
code, and
 
all other
 
proprietary
 
information which
 
is not
 
publicly available
 
to
others.
 
12
Prior to leaving
 
the Company,
 
I agree to
 
return all materials
 
in my possession
 
containing Confidential
Information, as well
 
as all other
 
documents and other
 
tangible items provided
 
to me by
 
General Mills,
or developed by me in connection with my employment with the Company.
f.
[
This
 
Section
 
7.b.
 
does
 
not
 
apply
 
to
 
California,
 
Colorado,
 
Minnesota,
 
and
 
Washington
 
-based
employees.
] I agree that for one year after I leave the Company, including retiring from the Company,
 
I
will not
 
work
 
on
 
any
 
product,
 
brand
 
category,
 
process,
 
or
 
service:
 
(A)
 
on
 
which
 
I
 
worked,
 
or
 
about
which
 
I
 
had
 
access
 
to
 
Confidential
 
Information,
 
in
 
the
 
year
 
immediately
 
preceding
 
my
 
termination
(including retirement) from General Mills, and (B) which competes with General Mills products, brand
categories, processes, or related services.
 
g.
I agree that for one year after I leave General Mills, including
 
retiring from the Company,
 
I will refrain
from directly
 
or indirectly
 
soliciting Company
 
employees for
 
the purpose
 
of hiring
 
them or
 
inducing
them to leave their employment with the Company.
h.
I agree that after I
 
leave General Mills, including
 
retiring from the Company,
 
I will indefinitely refrain
from
 
using
 
Company
 
client
 
or
 
contact
 
lists,
 
and
 
for
 
two
 
years
 
I
 
will
 
refrain
 
from
 
soliciting
 
the
Company’s customers.
 
i.
I agree that for one year after I leave General Mills, including
 
retiring from the Company,
 
I will refrain
from directly
 
or indirectly
 
soliciting Company
 
employees for
 
the purpose
 
of hiring
 
them or
 
inducing
them to leave their employment with the Company.
A breach
 
of the
 
obligations set
 
forth in
 
this paragraph
 
may result
 
in the
 
rescission of
 
the Award,
 
termination and
forfeiture of any unvested Units, and/or required payment
 
to the Company of all or a portion of any monetary gains
acquired by
 
the Participant
 
as a
 
result of
 
the Award,
 
unless the
 
Award
 
vested and
 
was settled
 
more than
 
four (4)
years prior to
 
the breach.
 
The foregoing remedies
 
are in addition
 
to, and not
 
in lieu of
 
injunctive relief and/or
 
any
other legal or equitable remedies available under applicable law.
8.
Nature of Grant
. In accepting the Restricted Stock Units, the Participant acknowledges and agrees
 
that:
(m)
the Plan is established voluntarily by the Company,
 
it is discretionary in nature and it may be modified,
amended, suspended
 
or terminated
 
by the
 
Company,
 
in its
 
sole discretion,
 
at any
 
time (subject
 
to any
limitations set forth in the Plan);
(n)
the grant of
 
the Restricted Stock
 
Units is voluntary
 
and occasional and
 
does not create
 
any contractual
or other right to receive future
 
grants of restricted stock units, or
 
benefits in lieu of restricted
 
stock units,
even if restricted stock units or other
 
awards have been granted in the past;
(o)
all decisions with respect to future awards, if any,
 
will be at the sole discretion of the Company;
(p)
the Participant’s participation
 
in the Plan is voluntary;
(q)
the
 
Restricted
 
Stock
 
Units
 
and
 
the
 
Participant’s
 
participation
 
in
 
the
 
Plan
 
shall
 
not
 
create
 
a
 
right
 
to
employment
 
or
 
be
 
interpreted
 
as
 
forming
 
an
 
employment
 
contract
 
with
 
the
 
Company
 
or
 
any
 
of
 
its
Subsidiaries
 
or
 
affiliated
 
companies
 
and
 
shall
 
not
 
interfere
 
with
 
the
 
ability
 
of
 
the
 
Company
 
or
 
the
Employer,
 
as applicable,
 
to terminate
 
the Participant’s
 
employment relationship
 
(as otherwise
 
may be
permitted under local law);
(r)
unless otherwise agreed with the Company, the Restricted Stock Units and any shares of
 
Stock acquired
upon vesting of
 
the Restricted Stock
 
Units, and the income
 
from and value of
 
same, are not granted
 
as
consideration
 
for,
 
or in
 
connection with,
 
any service
 
the Participant
 
may provide
 
as a
 
director of
 
any
subsidiary or affiliate of the Company;
(s)
the Restricted Stock Units and any shares of Stock acquired under the Plan and the income and value of
same,
 
are
 
not
 
part
 
of
 
normal
 
or
 
expected
 
compensation
 
for
 
purposes
 
of
 
calculating
 
any
 
severance,
resignation,
 
termination,
 
redundancy,
 
dismissal,
 
end-of-service
 
payments,
 
bonuses,
 
long-service
awards,
 
pension
 
or
 
retirement
 
or
 
welfare
 
benefits
 
or
 
similar
 
payments
 
and
 
in
 
no
 
event
 
should
 
be
considered as compensation for, or relating in any way to, past services for the Company, the Employer
or any subsidiary or affiliate of the Company;
 
 
 
13
(t)
the future value
 
of the
 
shares of
 
Stock underlying the
 
Restricted Stock Units
 
is unknown, indeterminable,
and cannot be predicted with certainty;
 
(u)
upon vesting of
 
the Restricted Stock Units,
 
the value of such
 
shares of Stock may
 
increase or decrease
in value;
 
(v)
no claim or
 
entitlement to compensation
 
or damages shall
 
arise from forfeiture
 
of the Restricted Stock
Units
 
resulting
 
from
 
termination
 
of
 
the
 
Participant’s
 
employment
 
(for
 
any
 
reason
 
whatsoever
 
and
whether or not in
 
breach of local labor
 
laws or later found
 
invalid) and, in consideration
 
of the Restricted
Stock Units, the Participant agrees not to institute any claim against the Company or
 
the Employer;
(w)
the Restricted Stock
 
Units and the
 
benefits evidenced by
 
this Agreement do not
 
create any entitlement
not otherwise specifically provided for in the Plan or provided by
 
the Company in its discretion, to have
the Restricted Stock
 
Units or any such
 
benefits transferred to,
 
or assumed by,
 
another company,
 
nor to
be exchanged, cashed
 
out or substituted
 
for, in
 
connection with any corporate
 
transaction affecting
 
the
shares of Stock; and
(x)
neither the
 
Company nor
 
any of its
 
Subsidiaries or
 
affiliated companies
 
shall be liable
 
for any
 
foreign
exchange rate
 
fluctuation between
 
the Participant’s
 
local currency
 
and the
 
U.S. dollar
 
that may
 
affect
the value of the Restricted
 
Stock Units or any amounts due
 
to the Participant pursuant to the
 
vesting of
the Restricted
 
Stock Units
 
or the
 
subsequent sale
 
of any
 
shares of
 
Stock acquired
 
upon vesting
 
of the
Restricted Stock Units.
9.
Data Privacy
.
If the Participant would like to participate in the Plan, the Participant will need to review
 
the information
provided in this Section
 
9 and, where applicable,
 
declare the Participant’s
 
consent to the processing
 
of personal data by
the Company and the third parties stated below.
 
If the Participant is
 
based in the European Union (“EU”), European Economic Area (“EEA”)
 
or United Kingdom, please
note
 
that General
 
Mills, Inc.
 
with registered
 
address
 
at
 
One
 
General
 
Mills Boulevard,
 
Minneapolis,
 
MN 55426
 
-1347,
U.S.A., is the
 
controller responsible for the processing of
 
the Participant’s personal data in connection
 
with the Agreement
and the Plan.
(h)
Data Collection
 
and Usage.
 
The Company
 
collects, processes,
 
uses and
 
transfers certain
 
personally-
identifiable information
 
about the
 
Participant, specifically,
 
the Participant’s
 
name, home address
 
and
telephone
 
number,
 
email
 
address,
 
date
 
of
 
birth,
 
social
 
insurance,
 
passport
 
number
 
or
 
other
identification
 
number,
 
salary,
 
nationality,
 
job
 
title,
 
any
 
shares
 
of
 
Stock
 
or
 
directorships
 
held
 
in
 
the
Company
 
or any
 
affiliated
 
company,
 
details
 
of all
 
Restricted
 
Stock
 
Units
 
or any
 
other
 
entitlement
 
to
shares
 
of
 
Stock
 
awarded,
 
canceled,
 
exercised,
 
settled,
 
vested,
 
unvested
 
or
 
outstanding
 
in
 
the
Participant’s
 
favor,
 
which the
 
Company receives
 
from
 
the Participant
 
or the
 
Employer (the
 
“Data”).
The
 
Company
 
collects,
 
processes
 
and
 
uses
 
the
 
Data
 
for
 
the
 
purposes
 
of
 
performing
 
its
 
contractual
obligations
 
under
 
this
 
Agreement,
 
implementing,
 
administering
 
and
 
managing
 
the
 
Participant’s
participation in the Plan and facilitating compliance with applicable
 
tax and securities law.
 
If the Participant is based
 
in the EU, EEA or United
 
Kingdom, the legal basis for the
 
processing of the
Data
 
by
 
the
 
Company
 
is
 
the
 
necessity
 
of
 
the
 
processing
 
for
 
the
 
Company
 
to
 
perform
 
its
 
contractual
obligations
 
under
 
this
 
Agreement
 
and
 
the
 
Plan
 
and
 
the
 
Company’s
 
legitimate
 
business
 
interests
 
of
managing
 
the
 
Plan,
 
administering
 
employee
 
equity
 
awards
 
and
 
complying
 
with
 
its
 
contractual
 
and
statutory obligations.
 
If the Participant is based in any other jurisdiction, the legal basis for the processing of the Data by the
Company is the Participant’s
 
consent as further described below.
(i)
Stock
 
Plan
 
Administration
 
Service
 
Providers.
 
The
 
Company
 
transfers
 
Data
 
to
 
E*TRADE
 
Financial
Corporate
 
Services,
 
Inc.
 
(including
 
its
 
affiliated
 
companies),
 
an
 
independent
 
service
 
provider
 
which
assists the
 
Company with the
 
implementation, administration and management
 
of the
 
Plan.
 
In the future,
the Company
 
may select a
 
different service
 
provider,
 
which will
 
in a similar
 
manner,
 
share Data
 
with
such service provider.
 
The Company’s
 
service provider will
 
maintain an account for the
 
Participant to
administer the
 
Restricted Stock
 
Units. The
 
processing
 
of Data
 
will take
 
place through
 
both electronic
 
 
 
 
 
 
 
14
and non
-electronic
 
means. Data
 
will only
 
be accessible
 
by those
 
individuals requiring
 
access to it
 
for
purposes of implementing, administering and operating the Plan.
(j)
International Data Transfers. The Company and its service
 
providers are based in the United States and
India. The
 
Participant’s
 
country or
 
jurisdiction may
 
have different
 
data privacy
 
laws and
 
protections
than the
 
United States
 
and India. An
 
appropriate level
 
of protection
 
can be achieved
 
by implementing
safeguards such as the Standard
 
Contractual Clauses adopted by the EU Commission.
If the Participant is based
 
in any other jurisdiction, the
 
Data will be transferred from
 
the Participant’s
jurisdiction to the Company and onward from
 
the Company to any of its service providers based on the
Participant’s
 
consent, as further described below.
(k)
Data Retention. The Company will use the Data
 
only as long as necessary to implement, administer
 
and
manage the
 
Participant’s
 
participation in
 
the Plan,
 
or as
 
required
 
to comply
 
with legal
 
or regulatory
obligations,
 
including
 
tax
 
and
 
securities
 
laws.
 
When
 
the
 
Company
 
no
 
longer
 
needs
 
the
 
Data,
 
the
Company will remove it from its systems.
 
If the Company keeps data longer,
 
it would be to satisfy legal
or regulatory
 
obligations and
 
the Company’s
 
legal basis would
 
be relevant
 
laws or regulations
 
(if the
Participant
 
is in
 
the EU,
 
EEA or
 
United Kingdom)
 
or the
 
Participant’s
 
consent (if
 
the Participant
 
is
outside the EU, EEA or United Kingdom).
(l)
Data
 
Subject
 
Rights.
 
The
 
Participant
 
may
 
have
 
a
 
number
 
of
 
rights
 
under
 
data
 
privacy
 
laws
 
in
 
the
Participant’s jurisdiction. Subject to the conditions
 
set out
 
in the
 
applicable law and
 
depending on where
the Participant is based, such rights may include the
 
right to (i) request access to, or copies of, the Data
processed by the Company, (ii) rectification
 
of incorrect Data, (iii) deletion of Data, (iv) restrictions on
the processing
 
of Data,
 
(v) object
 
to the
 
processing
 
of Data
 
for legitimate
 
interests, (vi)
 
portability of
Data, (vii) lodge complaints with competent authorities in the Participant’s
 
jurisdiction, and/or to (viii)
receive a list with
 
the names and addresses
 
of any potential recipients
 
of Data. To
 
receive clarification
regarding these
 
rights or to exercise these rights, the Participant can contact
 
HR Direct.
(m)
Necessary Disclosure of Personal
 
Data. The Participant understands that providing
 
the Company with
Data is
 
necessary for
 
the performance
 
of the
 
Agreement
 
and that
 
the Participant’s
 
refusal
 
to provide
the
 
Data
 
would
 
make
 
it impossible
 
for
 
the
 
Company
 
to
 
perform
 
its
 
contractual
 
obligations
 
and
 
may
affect the Participant’s
 
ability to participate in the Plan.
(n)
Declaration of Consent (if
 
the Participant is
 
outside the EU,
 
EEA and United
 
Kingdom). The Participant
hereby
 
unambiguously consents
 
to the
 
collection, use
 
and transfer,
 
in electronic
 
or other
 
form, of
 
the
Data, as described above and in any other grant materials, by and among, as
 
applicable, the Employer,
the Company and any affiliated company for the exclusive
 
purpose of implementing, administering and
managing the Participant’s
 
participation in the Plan.
 
The Participant understands that
 
the Participant
may,
 
at any
 
time, refuse
 
or withdraw
 
the consents
 
herein,
 
in any
 
case without
 
cost, by
 
contacting HR
Direct.
 
If
 
the
 
Participant
 
does
 
not
 
consent
 
or
 
later
 
seeks
 
to
 
revoke
 
the
 
Participant’s
 
consent,
 
the
Participant’s
 
employment
 
status
 
or
 
service
 
with
 
the
 
Employer
 
will
 
not
 
be
 
affected;
 
the
 
Participant’s
consequence of
 
refusing or
 
withdrawing consent
 
is that
 
the Company
 
would not
 
be able
 
to award
 
the
Participant
 
Restricted
 
Stock
 
Units
 
or
 
any
 
other
 
equity
 
award
 
to
 
the
 
Participant
 
or
 
administer
 
or
maintain
 
such awards.
 
Therefore,
 
the Participant
 
understands
 
that refusing
 
or withdrawing
 
consent
may affect the
 
Participant’s
 
ability to participate
 
in the Plan.
 
For more information on the
 
consequences
of refusal to consent or withdrawal of consent,
 
the Participant should contact HR Direct.
10.
Clawback
. This Award
 
is specifically made subject to the Company’s Executive
 
Compensation Clawback Policies.
11.
Insider Trading; Market Abuse Laws
. By participating in
 
the Plan, the
 
Participant agrees to
 
comply with the
 
Company’s
policy on
 
insider trading (to
 
the extent that
 
it is applicable
 
to the Participant),
 
the Participant further
 
acknowledges that,
depending
 
on the
 
Participant’s
 
or
 
his
 
or
 
her
 
broker’s
 
country
 
of residence
 
or where
 
the shares
 
of
 
Stock
 
are
 
listed,
 
the
Participant may be subject to insider trading restrictions and/or market abuse laws that may affect the Participant’s ability
to accept,
 
acquire, sell
 
or otherwise
 
dispose of
 
shares of
 
Stock, rights
 
to shares
 
of Stock
 
(e.g., restricted
 
stock units)
 
or
rights linked to the value
 
of shares of Stock, during
 
such times the Participant is
 
considered to have “inside
 
information”
regarding the Company
 
as defined by the
 
laws or regulations in
 
the Participant’s
 
country. Local
 
insider trading laws and
regulations may prohibit the cancellation or amendment of orders the Participant places before he or she possessed inside
information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information
 
to any third party
(other than on a “need
 
to know” basis) and (ii) “tipping”
 
third parties or causing them
 
otherwise to buy or
 
sell securities.
The Participant
 
understands that
 
third parties
 
include fellow
 
employees. Any
 
restriction under
 
these laws or
 
regulations
 
 
 
 
 
 
 
15
are separate from
 
and in addition
 
to any restrictions
 
that may be
 
imposed under any
 
applicable Company insider
 
trading
policy.
 
The Participant acknowledges that it
 
is the Participant’s
 
responsibility to comply with any
 
applicable restrictions,
and that the Participant should therefore consult the Participant’s
 
personal advisor on this matter.
12.
Electronic Delivery
. The Participant agrees, to
 
the fullest extent permitted by
 
law, in lieu of receiving documents in
 
paper
format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may
deliver
 
in
 
connection
 
with
 
this
 
grant
 
and
 
any
 
other
 
grants
 
offered
 
by
 
the
 
Company,
 
including
 
prospectuses,
 
grant
notifications,
 
account
 
statements,
 
annual
 
or
 
quarterly
 
reports,
 
and
 
other
 
communications.
 
Electronic
 
delivery
 
of
 
a
document
 
may
 
be
 
made
 
via
 
the
 
Company’s
 
email
 
system
 
or
 
by
 
reference
 
to
 
a
 
location
 
on
 
the
 
Company’s
 
intranet
 
or
website or
 
a website
 
of the
 
Company’s
 
agent administering
 
the Plan.
 
By accepting
 
this grant,
 
whether electronically
 
or
otherwise, the
 
Participant hereby
 
consents to participate
 
in the Plan
 
through such
 
system, intranet,
 
or website,
 
including
but not limited to the use of electronic signatures or click-through electronic
 
acceptance of terms and conditions.
13.
English Language
. The Participant acknowledges and agrees that
 
it is the Participant’s express intent that this
 
Agreement
and
 
the
 
Plan
 
and
 
all
 
other
 
documents,
 
notices
 
and
 
legal
 
proceedings
 
entered
 
into,
 
given
 
or
 
instituted
 
pursuant
 
to
 
the
Restricted
 
Stock
 
Units
 
be
 
drawn
 
up
 
in
 
English.
 
To
 
the
 
extent
 
the
 
Participant
 
has
 
been
 
provided
 
with
 
a
 
copy
 
of
 
this
Agreement, the Plan, or any
 
other documents relating to this
 
Award in a language other than English, the
 
English language
documents will prevail in case of any ambiguities or divergences
 
as a result of translation.
14.
Addendum.
Notwithstanding any provisions in this Agreement, the Restricted Stock Units shall be subject to any special
terms and conditions set forth in the Country-Specific
 
Addendum to this Agreement (the “Addendum”). Moreover,
 
if the
Participant transfers to one of the countries included in such
 
Addendum, the special terms and conditions for such country
will apply
 
to the
 
Participant, to
 
the extent
 
the Company
 
determines that
 
the application
 
of such
 
terms and
 
conditions is
necessary or advisable to comply with local law or facilitate
 
the administration of the Plan (or the Company may establish
alternative
 
terms
 
and
 
conditions
 
as
 
may
 
be
 
necessary
 
or
 
advisable
 
to
 
accommodate
 
the
 
Participant’s
 
transfer).
 
The
Addendum constitutes part of this Agreement.
15.
Not a Public Offering
. The award of the Restricted Stock Units is not intended to be a public offering of securities in the
Participant’s
 
country
 
of
 
employment
 
(or
 
country
 
of
 
residence,
 
if
 
different).
 
The
 
Company
 
has
 
not
 
submitted
 
any
registration
 
statement,
 
prospectus or
 
other
 
filings
 
with the
 
local
 
securities
 
authorities
 
(unless otherwise
 
required
 
under
local law), and the award of
 
the Restricted Stock Units is not subject
 
to the supervision of the local
 
securities authorities.
No employee of
 
the Company or
 
any of its Subsidiaries
 
or affiliated companies
 
is permitted to
 
advise the Participant
 
on
whether he/she
 
should
 
participate in
 
the Plan.
 
Acquiring shares
 
of Stock
 
involves a
 
degree
 
of risk.
 
Before
 
deciding
 
to
participate in
 
the Plan,
 
the Participant
 
should carefully
 
consider all risk
 
factors relevant
 
to the acquisition
 
of shares
 
of
Stock
 
under
 
the
 
Plan
 
and
 
carefully
 
review
 
all
 
of
 
the
 
materials
 
related
 
to
 
the
 
Restricted
 
Stock
 
Units
 
and
 
the
 
Plan.
 
In
addition, the Participant should consult with his/her personal advisor for professional
 
investment advice.
16.
Repatriation; Compliance with Law.
 
The Participant agrees to repatriate all
 
payments attributable to the shares of
 
Stock
and/or
 
cash
 
acquired
 
under
 
the
 
Plan
 
in
 
accordance
 
with
 
applicable
 
foreign
 
exchange
 
rules
 
and
 
regulations
 
in
 
the
Participant’s country of employment (and country of residence, if different). In addition, the Participant agrees
 
to take any
and
 
all
 
actions,
 
and
 
consent
 
to
 
any
 
and
 
all
 
actions
 
taken
 
by
 
the
 
Company
 
and
 
any
 
of
 
its
 
Subsidiaries
 
and
 
affiliated
companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with
local laws,
 
rules and/or
 
regulations in
 
the Participant’s
 
country
 
of employment
 
(and country
 
of residence,
 
if different).
Finally,
 
the Participant
 
agrees to
 
take any
 
and all
 
actions as
 
may be
 
required to
 
comply with
 
the Participant’s
 
personal
obligations under local laws, rules
 
and/or regulations in the Participant’s country of employment and
 
country of residence,
if different).
17.
Imposition of Other
 
Requirements.
 
The Company reserves
 
the right to
 
impose other requirements
 
on the Participant’s
participation in the Plan, on
 
the Restricted Stock Units, and on
 
any shares of Stock acquired under
 
the Plan, to the extent
the Company determines
 
it is necessary or
 
advisable for legal or
 
administrative reasons, and
 
to require the Participant
 
to
sign any additional agreements or undertakings that may be necessary to accomplish
 
the foregoing.
18.
Committee’s
 
Powers.
No
 
provision
 
contained
 
in
 
this
 
Agreement
 
shall
 
in
 
any
 
way
 
terminate,
 
modify
 
or
 
alter,
 
or
 
be
construed
 
or
 
interpreted
 
as
 
terminating,
 
modifying
 
or
 
altering
 
any
 
of
 
the
 
powers,
 
rights
 
or
 
authority
 
vested
 
in
 
the
Committee or, to the
 
extent delegated, in
 
its delegate, pursuant
 
to the
 
terms of the
 
Plan or resolutions
 
adopted in furtherance
of
 
the
 
Plan,
 
including,
 
without
 
limitation,
 
the
 
right
 
to
 
make
 
certain
 
determinations
 
and
 
elections
 
with
 
respect
 
to
 
the
Restricted
 
Stock
 
Units.
 
Any
 
dispute
 
regarding
 
the
 
interpretation
 
of
 
this
 
Agreement
 
or
 
the
 
terms
 
of
 
the
 
Plan
 
shall
 
be
submitted
 
to
 
the
 
Committee
 
or
 
its
 
delegate
 
who
 
shall
 
have
 
the
 
discretionary
 
authority
 
to
 
construe
 
the
 
terms
 
of
 
this
Agreement, the Plan, and
 
all documents ancillary to
 
this Award.
 
The decisions of the
 
Committee or its delegate shall
 
be
final and binding
 
and any reviewing court
 
of law or other
 
party shall defer
 
to its decision,
 
overruling if, and
 
only if, it
 
is
 
 
 
 
 
16
arbitrary and capricious. In no way is
 
it intended that this review standard subject the Plan
 
or Award to the U.S. Employee
Retirement Income Security Act
.
19.
Binding Effect.
 
This Agreement shall be binding upon and inure to the benefit
 
of any successors to the Company and all
persons lawfully claiming under the Participant.
20.
Governing
 
Law
 
and
 
Forum
.
 
Without
 
limiting
 
the
 
effect
 
of
 
section
 
17,
 
this
 
Agreement
 
shall
 
be
 
governed
 
by,
 
and
construed in accordance with, the laws of the State of Delaware without regard
 
to principles of conflict of laws.
21.
Severability
. The provisions of
 
this Agreement are severable
 
and if any one
 
or more of the provisions
 
are determined to
be illegal or otherwise unenforceable, in whole or in part, the Agreement shall be reformed and construed so that it would
be
 
enforceable
 
to
 
the
 
maximum
 
extent
 
legally
 
possible,
 
and
 
if
 
it
 
cannot
 
be
 
so
 
reformed
 
and
 
construed,
 
as
 
if
 
such
unenforceable provision, or part thereof, had never been contained herein.
 
22.
Waiver
.
 
The
 
waiver
 
by
 
the
 
Company
 
with
 
respect
 
to
 
Employee’s
 
(or
 
any
 
other
 
participant’s)
 
compliance
 
with
 
any
provision of this Agreement shall
 
not operate or be construed as
 
a waiver of any other provision
 
of this Agreement, or of
any subsequent breach by such party of a provision of this Agreement.
A
 
copy
 
of
 
the
 
Plan
 
and
 
the
 
Prospectus
 
to
 
the
 
General
 
Mills,
 
Inc.
 
2022
 
Stock
 
Compensation
 
Plan
 
is
 
available
 
on
 
G&Me
 
by
searching “2022 Stock Compensation
 
Plan”.
 
A copy of the Company’s
 
latest Annual Report on Form 10-K is
 
also available on
the Company’s website at www.generalmills.com
 
under Investor Information/Annual Reports.
 
GENERAL MILLS, INC.
 
1
Exhibit 31.1
I, Jeffrey L. Harmening, certify that:
 
1.
 
I have reviewed this Quarterly Report on Form 10-Q of General Mills, Inc.;
2.
 
Based
 
on
 
my
 
knowledge,
 
this
 
report
 
does
 
not
 
contain
 
any
 
untrue
 
statement
 
of
 
a
 
material
 
fact
 
or
 
omit
 
to
 
state
 
a
 
material
 
fact
necessary
 
to make
 
the statements
 
made,
 
in light
 
of the
 
circumstances under
 
which such
 
statements were
 
made,
 
not misleading
with respect to the period covered by this report;
3.
 
Based
 
on
 
my
 
knowledge,
 
the
 
financial
 
statements,
 
and
 
other
 
financial
 
information
 
included
 
in
 
this
 
report,
 
fairly
 
present
 
in
 
all
material
 
respects
 
the
 
financial
 
condition,
 
results
 
of
 
operations
 
and
 
cash
 
flows
 
of
 
the
 
registrant
 
as
 
of,
 
and
 
for,
 
the
 
periods
presented in this report;
4.
 
The registrant’s
 
other certifying officer
 
and I are responsible
 
for establishing and
 
maintaining disclosure controls
 
and procedures
(as
 
defined
 
in
 
Exchange
 
Act
 
Rules
 
13a-15(e)
 
and
 
15d-15(e))
 
and
 
internal
 
control
 
over
 
financial
 
reporting
 
(as
 
defined
 
in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
 
designed such
 
disclosure controls
 
and procedures,
 
or caused
 
such disclosure
 
controls and
 
procedures to
 
be designed
 
under
our
 
supervision,
 
to
 
ensure
 
that
 
material
 
information
 
relating
 
to
 
the
 
registrant,
 
including
 
its
 
consolidated
 
subsidiaries,
 
is
made known to us by others within those entities, particularly during the period
 
in which this report is being prepared;
(b)
 
designed
 
such
 
internal
 
control
 
over
 
financial
 
reporting,
 
or
 
caused
 
such
 
internal
 
control
 
over
 
financial
 
reporting
 
to
 
be
designed
 
under
 
our
 
supervision,
 
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;
(c)
 
evaluated
 
the
 
effectiveness
 
of
 
the
 
registrant’s
 
disclosure
 
controls
 
and
 
procedures
 
and
 
presented
 
in
 
this
 
report
 
our
conclusions
 
about the
 
effectiveness
 
of the
 
disclosure
 
controls and
 
procedures,
 
as of
 
the end
 
of the
 
period covered
 
by this
report based on such evaluation; and
(d)
 
disclosed
 
in
 
this
 
report
 
any
 
change
 
in
 
the
 
registrant’s
 
internal
 
control
 
over
 
financial
 
reporting
 
that
 
occurred
 
during
 
the
registrant’s
 
most
 
recent
 
fiscal
 
quarter
 
(the
 
registrant’s
 
fourth
 
fiscal
 
quarter
 
in
 
the
 
case
 
of
 
an
 
annual
 
report)
 
that
 
has
materially affected, or is reasonably likely to materially affect,
 
the registrant’s internal control over
 
financial reporting; and
5.
 
The
 
registrant’s
 
other
 
certifying
 
officer
 
and
 
I
 
have
 
disclosed,
 
based
 
on
 
our
 
most
 
recent
 
evaluation
 
of
 
internal
 
control
 
over
financial
 
reporting,
 
to
 
the
 
registrant’s
 
auditors
 
and
 
the
 
audit
 
committee
 
of
 
the
 
registrant’s
 
board
 
of
 
directors
 
(or
 
persons
performing the equivalent functions):
(a)
 
all significant
 
deficiencies
 
and
 
material
 
weaknesses in
 
the
 
design
 
or operation
 
of internal
 
control
 
over
 
financial reporting
which
 
are
 
reasonably
 
likely
 
to
 
adversely
 
affect
 
the
 
registrant’s
 
ability
 
to
 
record,
 
process,
 
summarize
 
and
 
report
 
financial
information; and
(b)
 
any
 
fraud,
 
whether
 
or
 
not
 
material,
 
that
 
involves
 
management
 
or
 
other
 
employees
 
who
 
have
 
a
 
significant
 
role
 
in
 
the
registrant’s internal control
 
over financial reporting.
Date: September 18, 2024
/s/ Jeffrey L. Harmening
 
Jeffrey L. Harmening
Chief Executive Officer
 
 
1
Exhibit 31.2
I, Kofi A. Bruce, certify that:
 
1.
 
I have reviewed this Quarterly Report on Form 10-Q of General Mills, Inc.;
2.
 
Based
 
on
 
my
 
knowledge,
 
this
 
report
 
does
 
not
 
contain
 
any
 
untrue
 
statement
 
of
 
a
 
material
 
fact
 
or
 
omit
 
to
 
state
 
a
 
material
 
fact
necessary
 
to make
 
the statements
 
made,
 
in light
 
of the
 
circumstances under
 
which such
 
statements were
 
made,
 
not misleading
with respect to the period covered by this report;
3.
 
Based
 
on
 
my
 
knowledge,
 
the
 
financial
 
statements,
 
and
 
other
 
financial
 
information
 
included
 
in
 
this
 
report,
 
fairly
 
present
 
in
 
all
material
 
respects
 
the
 
financial
 
condition,
 
results
 
of
 
operations
 
and
 
cash
 
flows
 
of
 
the
 
registrant
 
as
 
of,
 
and
 
for,
 
the
 
periods
presented in this report;
4.
 
The registrant’s
 
other certifying officer
 
and I are responsible
 
for establishing and
 
maintaining disclosure controls
 
and procedures
(as
 
defined
 
in
 
Exchange
 
Act
 
Rules
 
13a-15(e)
 
and
 
15d-15(e))
 
and
 
internal
 
control
 
over
 
financial
 
reporting
 
(as
 
defined
 
in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
 
designed such
 
disclosure controls
 
and procedures,
 
or caused
 
such disclosure
 
controls and
 
procedures to
 
be designed
 
under
our
 
supervision,
 
to
 
ensure
 
that
 
material
 
information
 
relating
 
to
 
the
 
registrant,
 
including
 
its
 
consolidated
 
subsidiaries,
 
is
made known to us by others within those entities, particularly during the period
 
in which this report is being prepared;
(b)
 
designed
 
such
 
internal
 
control
 
over
 
financial
 
reporting,
 
or
 
caused
 
such
 
internal
 
control
 
over
 
financial
 
reporting
 
to
 
be
designed
 
under
 
our
 
supervision,
 
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;
(c)
 
evaluated
 
the
 
effectiveness
 
of
 
the
 
registrant’s
 
disclosure
 
controls
 
and
 
procedures
 
and
 
presented
 
in
 
this
 
report
 
our
conclusions
 
about the
 
effectiveness
 
of the
 
disclosure
 
controls and
 
procedures,
 
as of
 
the end
 
of the
 
period covered
 
by this
report based on such evaluation; and
(d)
 
disclosed
 
in
 
this
 
report
 
any
 
change
 
in
 
the
 
registrant’s
 
internal
 
control
 
over
 
financial
 
reporting
 
that
 
occurred
 
during
 
the
registrant’s
 
most
 
recent
 
fiscal
 
quarter
 
(the
 
registrant’s
 
fourth
 
fiscal
 
quarter
 
in
 
the
 
case
 
of
 
an
 
annual
 
report)
 
that
 
has
materially affected, or is reasonably likely to materially affect,
 
the registrant’s internal control over
 
financial reporting; and
5.
 
The
 
registrant’s
 
other
 
certifying
 
officer
 
and
 
I
 
have
 
disclosed,
 
based
 
on
 
our
 
most
 
recent
 
evaluation
 
of
 
internal
 
control
 
over
financial
 
reporting,
 
to
 
the
 
registrant’s
 
auditors
 
and
 
the
 
audit
 
committee
 
of
 
the
 
registrant’s
 
board
 
of
 
directors
 
(or
 
persons
performing the equivalent functions):
(a)
 
all significant
 
deficiencies
 
and
 
material
 
weaknesses in
 
the
 
design
 
or operation
 
of internal
 
control
 
over
 
financial reporting
which
 
are
 
reasonably
 
likely
 
to
 
adversely
 
affect
 
the
 
registrant’s
 
ability
 
to
 
record,
 
process,
 
summarize
 
and
 
report
 
financial
information; and
(b)
 
any
 
fraud,
 
whether
 
or
 
not
 
material,
 
that
 
involves
 
management
 
or
 
other
 
employees
 
who
 
have
 
a
 
significant
 
role
 
in
 
the
registrant’s internal control
 
over financial reporting.
Date: September 18, 2024
/s/ Kofi A. Bruce
 
Kofi A. Bruce
 
Chief Financial Officer
 
 
1
Exhibit 32.1
I,
 
Jeffrey
 
L.
 
Harmening,
 
Chief
 
Executive
 
Officer
 
of
 
General
 
Mills,
 
Inc.
 
(the
 
“Company”),
 
certify,
 
pursuant
 
to
 
Section
 
906
 
of
 
the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1)
 
the Quarterly
 
Report on
 
Form 10-Q
 
of the
 
Company for
 
the fiscal quarter
 
ended August
 
25, 2024
 
(the “Report”)
 
fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
 
and
(2)
 
the information
 
contained in
 
the Report
 
fairly presents,
 
in all
 
material respects,
 
the financial
 
condition and
 
results of
 
operations
of the Company.
Dated: September 18, 2024
/s/ Jeffrey L. Harmening
 
Jeffrey L. Harmening
Chief Executive Officer
 
 
1
Exhibit 32.2
I, Kofi
 
A. Bruce,
 
Chief Financial
 
Officer
 
of General
 
Mills, Inc.
 
(the “Company”),
 
certify,
 
pursuant
 
to Section
 
906 of
 
the Sarbanes-
Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1)
 
the Quarterly
 
Report on
 
Form 10-Q
 
of the
 
Company for
 
the fiscal quarter
 
ended August
 
25, 2024
 
(the “Report”)
 
fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
 
and
(2)
 
the information
 
contained in
 
the Report
 
fairly presents,
 
in all
 
material respects,
 
the financial
 
condition and
 
results of
 
operations
of the Company.
Dated: September 18, 2024
/s/ Kofi A. Bruce
 
Kofi A. Bruce
Chief Financial Officer
v3.24.3
Cover Page - shares
3 Months Ended
Aug. 25, 2024
Sep. 11, 2024
May 26, 2024
Cover [Abstract]      
Document Type 10-Q    
Document Quarterly Report true    
Amendment Flag false    
Entity Central Index Key 0000040704    
Document Period End Date Aug. 25, 2024    
Document Transition Report false    
Document Fiscal Period Focus Q1    
Document Fiscal Year Focus 2025    
Current Fiscal Year End Date --05-26    
Entity File Number 001-01185    
Entity Registrant Name GENERAL MILLS, INC.    
Entity Incorporation State Country Code DE    
Entity Tax Identification Number 41-0274440    
Entity Address Address Line 1 Number One General Mills Boulevard    
Entity Address City or Town Minneapolis    
Entity Address State or Province MN    
Entity Address Postal Zip Code 55426    
City Area Code (763)    
Local Phone Number 764-7600    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Common Stock, Shares Outstanding   555,158,898  
Shares held in the treasury 198,800,000 199,454,430 195,500,000
Common Stock, $.10 par value [Member]      
Entity Listings [Line Items]      
Security 12b Title Common Stock, $.10 par value    
Trading Symbol GIS    
Security Exchange Name NYSE    
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Entity Listings [Line Items]      
Security 12b Title 0.125% Notes due 2025    
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Entity Listings [Line Items]      
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Entity Listings [Line Items]      
Security 12b Title 1.500% Notes due 2027    
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Entity Listings [Line Items]      
Security 12b Title 3.850% Notes due 2034    
Trading Symbol GIS 34    
Security Exchange Name NYSE    
v3.24.3
Consolidated Statements of Earnings - USD ($)
$ in Millions
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Consolidated Statements of Earnings [Abstract]    
Net sales $ 4,848.1 $ 4,904.7
Cost of sales 3,159.3 3,134.2
Selling, general, and administrative expenses 855.1 839.3
Restructuring, impairment, and other exit costs 2.2 1.2
Operating profit 831.5 930.0
Benefit plan non-service income (13.9) (17.0)
Interest, net 123.6 117.0
Earnings before income taxes and after-tax earnings from joint ventures 721.8 830.0
Income taxes 157.4 173.2
After-tax earnings from joint ventures 19.2 23.5
Net earnings, including earnings attributable to noncontrolling interests 583.6 680.3
Net earnings attributable to noncontrolling interests 3.7 6.8
Net earnings attributable to General Mills $ 579.9 $ 673.5
Earnings per share - basic $ 1.03 $ 1.15
Earnings per share - diluted $ 1.03 $ 1.14
v3.24.3
Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Consolidated Statements of Comprehensive Income [Abstract]    
Net earnings, including earnings attributable to noncontrolling interests $ 583.6 $ 680.3
Other comprehensive (loss) income, net of tax:    
Foreign currency translation (61.9) (18.1)
Other fair value changes:    
Hedge derivatives (6.0) (2.3)
Reclassification to earnings:    
Hedge derivatives 0.0 0.2
Amortization of losses and prior service costs 11.6 9.1
Other comprehensive loss, net of tax (56.3) (11.1)
Total comprehensive income 527.3 669.2
Comprehensive income attributable to noncontrolling interests 4.2 6.9
Comprehensive income attributable to General Mills $ 523.1 $ 662.3
v3.24.3
Consolidated Balance Sheets - USD ($)
$ in Millions
Aug. 25, 2024
May 26, 2024
Current assets:    
Cash and cash equivalents $ 468.1 $ 418.0
Receivables 1,843.8 1,696.2
Inventories 1,996.4 1,898.2
Prepaid expenses and other current assets 505.3 568.5
Total current assets 4,813.6 4,580.9
Land, buildings, and equipment 3,776.3 3,863.9
Goodwill 14,787.7 14,750.7
Other intangible assets 6,982.8 6,979.9
Other assets 1,408.8 1,294.5
Total assets 31,769.2 31,469.9
Current liabilities:    
Accounts payable 3,823.4 3,987.8
Current portion of long-term debt 1,640.0 1,614.1
Notes payable 249.1 11.8
Other current liabilities 1,576.9 1,419.4
Total current liabilities 7,289.4 7,033.1
Long-term debt 11,431.3 11,304.2
Deferred income taxes 2,195.3 2,200.6
Other liabilities 1,326.6 1,283.5
Total liabilities 22,242.6 21,821.4
Stockholders' equity:    
Common stock, 754.6 shares issued, $0.10 par value 75.5 75.5
Additional paid-in capital 1,164.6 1,227.0
Retained earnings 21,213.9 20,971.8
Common stock in treasury, at cost, shares of 198.8 and 195.5 (10,601.9) (10,357.9)
Accumulated other comprehensive loss (2,576.5) (2,519.7)
Total stockholders' equity 9,275.6 9,396.7
Noncontrolling interests 251.0 251.8
Total equity 9,526.6 9,648.5
Total liabilities and equity $ 31,769.2 $ 31,469.9
v3.24.3
Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 11, 2024
Aug. 25, 2024
May 26, 2024
Aug. 27, 2023
Stockholders' equity:        
Common stock, shares issued   754,600,000 754,600,000  
Common stock, par value per share   $ 0.10 $ 0.10 $ 0.10
Shares held in the treasury 199,454,430 198,800,000 195,500,000  
v3.24.3
Consolidated Statements of Total Equity - USD ($)
shares in Millions, $ in Millions
Total
Parent [Member]
Common Stock [Member]
Additional Paid-In Capital [Member]
Retained Earnings [Member]
Common Stock in Treasury [Member]
Accumulated Other Comprehensive Loss [Member]
Noncontrolling Interests [Member]
Beginning Balance, Treasury Stock, Shares at May. 28, 2023           (168.0)    
Stockholders' Equity, Number of Shares                
Shares purchased, including excise tax of $2.2 and $4.2 million, shares (6.4)         (6.4)    
Stock compensation plans           1.0    
Ending Balance, Treasury Stock, Shares at Aug. 27, 2023           (173.4)    
Ending Balance, Common Stock, Shares, Issued at Aug. 27, 2023     754.6          
Beginning Balance, equity at May. 28, 2023 $ 10,700.0     $ 1,222.4 $ 19,838.6 $ (8,410.0) $ (2,276.9) $ 250.4
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract]                
Shares purchased, including excise tax of $2.2 and $4.2 million, value (504.7)         (504.7)    
Stock compensation plans       7.3   40.4    
Unearned compensation related to stock unit awards       (79.4)        
Earned compensation       35.4        
Comprehensive income             (11.2) 6.9
Net earnings attributable to General Mills 673.5 $ 673.5     673.5      
Distributions to noncontrolling interest holders               (4.3)
Cash dividends declared ($0.60 and $0.59 per share)         (348.5)      
Ending Balance, equity at Aug. 27, 2023 $ 10,515.4   $ 75.5 1,185.7 20,163.6 $ (8,874.3) (2,288.1) 253.0
Beginning Balance, Common Stock, Shares, Issued at May. 26, 2024 754.6              
Beginning Balance, Treasury Stock, Shares at May. 26, 2024 (195.5)         (195.5)    
Stockholders' Equity, Number of Shares                
Shares purchased, including excise tax of $2.2 and $4.2 million, shares (4.5)         (4.5)    
Stock compensation plans           1.2    
Ending Balance, Treasury Stock, Shares at Aug. 25, 2024 (198.8)         (198.8)    
Ending Balance, Common Stock, Shares, Issued at Aug. 25, 2024 754.6   754.6          
Beginning Balance, equity at May. 26, 2024 $ 9,648.5     1,227.0 20,971.8 $ (10,357.9) (2,519.7) 251.8
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract]                
Shares purchased, including excise tax of $2.2 and $4.2 million, value (302.2)         (302.2)    
Stock compensation plans       (5.2)   58.2    
Unearned compensation related to stock unit awards       (77.1)        
Earned compensation       19.9        
Comprehensive income             (56.8) 4.2
Net earnings attributable to General Mills 579.9 $ 579.9     579.9      
Distributions to noncontrolling interest holders               (5.0)
Cash dividends declared ($0.60 and $0.59 per share)         (337.8)      
Ending Balance, equity at Aug. 25, 2024 $ 9,526.6   $ 75.5 $ 1,164.6 $ 21,213.9 $ (10,601.9) $ (2,576.5) $ 251.0
v3.24.3
Consolidated Statements of Total Equity (Parenthetical) - USD ($)
$ in Millions
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Consolidated Statements of Total Equity [Abstract]    
Common stock, par value per share $ 0.10 $ 0.10
Common stock, shares authorized 1,000,000,000 1,000,000,000
Shares purchased, excise tax $ 2.2 $ 4.2
Cash dividends declared per share $ 0.60 $ 0.59
v3.24.3
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Cash Flows - Operating Activities    
Net earnings, including earnings attributable to noncontrolling interests $ 583.6 $ 680.3
Adjustments to reconcile net earnings to net cash provided by operating activities:    
Depreciation and amortization 139.6 137.2
After-tax earnings from joint ventures (19.2) (23.5)
Distributions of earnings from joint ventures 23.1 15.8
Stock-based compensation 20.3 35.3
Deferred income taxes 16.2 (14.5)
Pension and other postretirement benefit plan contributions (7.5) (7.4)
Pension and other postretirement benefit plan costs (3.2) (5.3)
Restructuring, impairment, and other exit costs 0.2 2.4
Changes in current assets and liabilities, excluding the effects of acquisitions and divestitures (107.6) (457.4)
Other, net (21.3) 15.2
Net cash provided by operating activities 624.2 378.1
Cash Flows - Investing Activities    
Purchases of land, buildings, and equipment (140.3) (141.7)
Acquisition, net of cash acquired (7.7) 0.0
Proceeds from disposal of land, buildings, and equipment 0.6 0.0
Other, net (0.6) 6.2
Net cash used by investing activities (148.0) (135.5)
Cash Flows - Financing Activities    
Change in notes payable 238.0 551.8
Proceeds from common stock issued on exercised options 9.4 4.5
Purchases of common stock for treasury (300.0) (500.5)
Dividends paid (337.8) (348.5)
Distributions to noncontrolling interest holders (5.0) (4.3)
Other, net (34.0) (37.2)
Net cash used by financing activities (429.4) (334.2)
Effect of exchange rate changes on cash and cash equivalents 3.3 (3.0)
Increase (decrease) in cash and cash equivalents 50.1 (94.6)
Cash and cash equivalents - beginning of year 418.0 585.5
Cash and cash equivalents - end of period 468.1 490.9
Cash flow from changes in current assets and liabilities, excluding the effects of acquisitions and divestitures:    
Receivables (145.6) (104.4)
Inventories (95.7) (54.3)
Prepaid expenses and other current assets 59.7 140.9
Accounts payable (76.4) (443.8)
Other current liabilities 150.4 4.2
Changes in current assets and liabilities $ (107.6) $ (457.4)
v3.24.3
Background
3 Months Ended
Aug. 25, 2024
Background [Abstract]  
Background
 
(1) Background
The accompanying
 
Consolidated Financial
 
Statements of
 
General Mills,
 
Inc. (we,
 
us, our,
 
General Mills,
 
or the Company)
 
have been
prepared in
 
accordance with
 
accounting principles
 
generally accepted
 
in the
 
United States
 
(GAAP) for
 
interim financial
 
information
and with
 
the rules
 
and regulations
 
for reporting
 
on Form
 
10-Q. Accordingly,
 
they do
 
not include
 
certain information
 
and disclosures
required
 
for
 
comprehensive
 
financial
 
statements.
 
In
 
the
 
opinion
 
of
 
management,
 
all
 
adjustments
 
considered
 
necessary
 
for
 
a
 
fair
presentation have
 
been included
 
and are
 
of a
 
normal recurring
 
nature, including
 
the elimination
 
of all
 
intercompany transactions
 
and
any
 
noncontrolling
 
interests’
 
share
 
of
 
those
 
transactions.
 
Operating
 
results
 
for
 
the
 
fiscal
 
quarter
 
ended
 
August
 
25,
 
2024,
 
are
 
not
necessarily indicative of the results that may be expected for the fiscal year ending
 
May 25, 2025.
 
These
 
statements
 
should
 
be
 
read
 
in
 
conjunction
 
with
 
the
 
Consolidated
 
Financial
 
Statements
 
and
 
footnotes
 
included
 
in
 
our
 
Annual
Report on Form
 
10-K for the fiscal
 
year ended May
 
26, 2024. The
 
accounting policies used
 
in preparing these
 
Consolidated Financial
Statements are the same as those described in Note 2 to the Consolidated Financial
 
Statements in that Form 10-K.
Certain terms used throughout this report are defined in the “Glossary” section below.
v3.24.3
Acquisition And Divestiture
3 Months Ended
Aug. 25, 2024
Acquisition And Divestiture [Abstract]  
Acquisition And Divestiture
 
 
(2) Acquisition and Divestiture
During the fourth quarter
 
of fiscal 2024, we acquired
 
a pet food business in Europe,
 
for a purchase price of $
434.1
 
million, net of cash
acquired.
 
During
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025,
 
we
 
paid
 
$
7.7
 
million
 
related
 
to
 
a
 
purchase
 
price
 
holdback
 
after
 
certain
 
closing
conditions
 
were
 
met.
We
financed
 
the
 
transaction
 
with
 
cash
 
on
 
hand.
 
We
 
consolidated
 
the
 
business
 
into
 
our
 
Consolidated
 
Balance
Sheets
 
and
 
recorded
 
goodwill
 
of
 
$
317.7
 
million,
 
an
 
indefinite-lived
 
brand
 
intangible
 
asset
 
of
 
$
118.4
 
million
 
and
 
a
 
finite-lived
customer
 
relationship
 
asset
 
of
 
$
14.2
 
million.
 
The
 
goodwill
 
is
 
included
 
in
 
the
 
International
 
segment
 
and
 
is
 
not
 
deductible
 
for
 
tax
purposes. The pro forma effects
 
of this acquisition were not
 
material. We
 
have conducted a preliminary assessment
 
of the fair value of
the acquired
 
assets and
 
liabilities of
 
the business
 
and we
 
are continuing
 
our review
 
of these
 
items during
 
the measurement
 
period. If
new
 
information
 
is
 
obtained
 
about
 
facts
 
and
 
circumstances
 
that
 
existed
 
at
 
the
 
acquisition
 
date,
 
the
 
acquisition
 
accounting
 
will
 
be
revised
 
to
 
reflect
 
the
 
resulting
 
adjustments
 
to
 
current
 
estimates
 
of
 
those
 
items.
 
The
 
consolidated
 
results
 
are
 
reported
 
in
 
our
International operating segment on a one-month lag beginning in fiscal 2025.
On
 
September
 
12,
 
2024,
 
subsequent
 
to
 
the
 
end
 
of
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025,
 
we
 
entered
 
into
 
definitive
 
agreements
 
to
 
sell
 
our
North
 
American
 
Yogurt
 
businesses
 
to
 
affiliates
 
of
 
Groupe
 
Lactalis
 
S.A.
 
(Lactalis)
 
and
 
Sodiaal
 
International
 
(Sodiaal)
 
for
approximately
 
$
2.1
 
billion.
 
We
 
expect
 
to
 
close
 
these
 
divestitures
 
in
 
calendar
 
year
 
2025,
 
subject
 
to
 
regulatory
 
approvals
 
and
 
other
customary closing conditions.
v3.24.3
Restructuring, Impairment, And Other Exit Costs
3 Months Ended
Aug. 25, 2024
Restructuring, Impairment, And Other Exit Costs [Abstract]  
Restructuring, Impairment, And Other Exit Costs
 
(3) Restructuring, Impairment, and Other Exit Costs
In
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025,
 
we
 
did
 
not
 
undertake
 
any
 
new
 
restructuring
 
actions.
 
We
 
recorded
 
$
2.9
 
million
 
of
 
restructuring
charges
 
in
 
the
 
first
 
quarter
 
of
 
fiscal
 
2025
 
and
 
$
9.8
 
million
 
of
 
restructuring
 
charges
 
in
 
the
 
first
 
quarter
 
of
 
fiscal
 
2024
 
related
 
to
restructuring actions previously announced.
 
We expect these actions to
 
be completed by the end of fiscal 2026.
We
 
paid net $
2.7
 
million of cash in
 
the first quarter
 
of fiscal 2025
 
related to restructuring
 
actions. We
 
paid net $
7.4
 
million of cash
 
in
the same period of fiscal 2024.
Restructuring and impairment charges and project-related
 
costs are recorded in our Consolidated Statements of Earnings as follows:
 
 
 
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Restructuring, impairment, and other exit costs
$
2.2
$
1.2
Cost of sales
0.7
8.6
Total restructuring
 
charges
$
2.9
$
9.8
Project-related costs classified in cost of sales
$
0.1
$
0.8
v3.24.3
Goodwill And Other Intangible Assets
3 Months Ended
Aug. 25, 2024
Goodwill And Other Intangible Assets [Abstract]  
Goodwill And Other Intangible Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
In Millions
Aug. 25, 2024
May 26, 2024
Goodwill
$
14,787.7
$
14,750.7
Other intangible assets:
Intangible assets not subject to amortization:
Brands and other indefinite-lived intangibles
6,735.9
6,728.6
Intangible assets subject to amortization:
Customer relationships and other finite-lived intangibles
402.9
402.2
Less accumulated amortization
(156.0)
(150.9)
Intangible assets subject to amortization, net
246.9
251.3
Other intangible assets
6,982.8
6,979.9
Total
$
21,770.5
$
21,730.6
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
In Millions
North
America
Retail
North
America
Pet
North
America
Foodservice
International
(a)
Corporate
and Joint
Ventures
Total
Balance as of May 26, 2024
$
6,541.9
$
6,062.8
$
805.5
$
917.1
$
423.4
$
14,750.7
Other activity, primarily
 
 
foreign currency translation
1.4
-
-
23.0
12.6
37.0
Balance as of Aug. 25, 2024
$
6,543.3
$
6,062.8
$
805.5
$
940.1
$
436.0
$
14,787.7
 
 
 
 
 
 
In Millions
Total
Balance as of May 26, 2024
$
6,979.9
Foreign currency translation, net of amortization
2.9
Balance as of Aug. 25, 2024
$
6,982.8
 
(4) Goodwill and Other Intangible Assets
The components of goodwill and other intangible assets are as follows:
Based on
 
the carrying
 
value of
 
finite-lived intangible
 
assets as
 
of August
 
25, 2024,
 
annual amortization
 
expense for
 
each of
 
the next
five fiscal years is estimated to be approximately $
20
 
million.
The changes in the carrying amount of goodwill during the first quarter of fiscal 2025
 
were as follows:
The changes in the carrying amount of other intangible assets during the first quarter
 
of fiscal 2025 were as follows:
Our
 
annual
 
goodwill
 
and
 
indefinite-lived
 
intangible
 
assets
 
impairment
 
test
 
was
 
performed
 
on
 
the
 
first
 
day
 
of
 
the
 
second
 
quarter
 
of
fiscal 2024. As a
 
result of lower future profitability
 
projections for our Latin
 
America reporting unit, we
 
determined that the
 
fair value
of the
 
reporting
 
unit was
 
less than
 
its book
 
value
 
and
 
recorded a
 
$
117.1
 
million non-cash
 
goodwill
 
impairment
 
charge.
 
In addition,
during the
 
fourth quarter
 
of fiscal
 
2024, we
 
executed our
 
fiscal 2025
 
planning process
 
and preliminary
 
long-range planning
 
process,
which resulted in
 
lower future sales and
 
profitability projections for
 
the businesses supporting
 
our
Top
 
Chews
,
True Chews
, and
EPIC
brand intangible assets.
 
As a result of
 
this triggering event,
 
we performed an
 
interim impairment assessment
 
of these assets
 
as of May
26, 2024,
 
and determined
 
that the
 
fair value
 
of these
 
brand intangible
 
assets no
 
longer exceeded
 
the carrying
 
values of
 
the respective
assets, resulting in $
103.1
 
million of non-cash impairment charges.
 
We recorded
 
impairment charges in restructuring,
 
impairment, and
other exit
 
costs in
 
our Consolidated
 
Statements of
 
Earnings. Our
 
estimates of
 
the fair
 
values were
 
determined based
 
on a
 
discounted
cash flow model
 
using inputs which
 
included our long-range
 
cash flow projections
 
for the businesses,
 
royalty rates, weighted
 
-average
cost of capital rates, and tax rates. These fair values are Level 3 assets in the fair value hierarchy.
All other intangible
 
asset fair values
 
were substantially
 
in excess of
 
the carrying
 
values, except for
 
the
Uncle Toby’s
 
brand intangible
asset. In
 
addition,
 
while having
 
significant
 
coverage as
 
of our
 
fiscal 2024
 
assessment date,
 
the
Progresso
,
Nudges
, and
True
 
Chews
brand intangible assets had risk of decreasing coverage. We
 
will continue to monitor these businesses for potential impairment.
The carrying amounts of goodwill within the International segment as of
 
May 26, 2024, and August 25, 2024, were net of
accumulated impairment losses of $
117.1
 
million.
v3.24.3
Inventories
3 Months Ended
Aug. 25, 2024
Inventories [Abstract]  
Inventories
 
(5) Inventories
The components of inventories were as follows:
 
 
 
 
 
 
 
 
 
 
 
In Millions
Aug. 25, 2024
May 26, 2024
Finished goods
$
1,975.1
$
1,827.7
Raw materials and packaging
488.4
500.5
Grain
79.3
111.1
Excess of FIFO over LIFO cost
(546.4)
(541.1)
Total
$
1,996.4
$
1,898.2
v3.24.3
Risk Management Activities
3 Months Ended
Aug. 25, 2024
Risk Management Activities [Abstract]  
Risk Management Activities
 
(6) Risk Management Activities
 
Many commodities we
 
use in the
 
production and distribution
 
of our products
 
are exposed to
 
market price risks.
 
We
 
utilize derivatives
to manage price risk for our principal
 
ingredients and energy costs, including
 
grains (oats, wheat, and corn), oils
 
(principally soybean),
dairy products, natural
 
gas, and diesel fuel.
 
Our primary objective
 
when entering into
 
these derivative contracts
 
is to achieve
 
certainty
with
 
regard
 
to
 
the
 
future
 
price
 
of
 
commodities
 
purchased
 
for
 
use
 
in
 
our
 
supply
 
chain.
 
We
 
manage
 
our
 
exposures
 
through
 
a
combination of purchase orders, long-term
 
contracts with suppliers, exchange-traded
 
futures and options, and over-the-counter
 
options
and swaps.
 
We
 
offset
 
our exposures
 
based on
 
current and
 
projected market
 
conditions and
 
generally seek
 
to acquire
 
the inputs
 
at as
close as possible to or below our planned cost.
We
 
use derivatives
 
to manage
 
our exposure
 
to changes
 
in commodity
 
prices. We
 
do not
 
perform the
 
assessments required
 
to achieve
hedge
 
accounting
 
for
 
commodity
 
derivative
 
positions.
 
Accordingly,
 
the
 
changes
 
in
 
the
 
values
 
of
 
these
 
derivatives
 
are
 
recorded
currently in cost of sales in our Consolidated Statements of Earnings.
Although we do
 
not meet the
 
criteria for
 
cash flow hedge
 
accounting, we believe
 
that these instruments
 
are effective
 
in achieving our
objective of providing certainty
 
in the future price of commodities purchased
 
for use in our supply chain.
 
Accordingly, for
 
purposes of
measuring
 
segment
 
operating
 
performance,
 
these
 
gains
 
and
 
losses
 
are
 
reported
 
in
 
unallocated
 
corporate
 
items
 
outside
 
of
 
segment
operating results
 
until such time
 
that the exposure
 
we are managing
 
affects earnings.
 
At that time,
 
we reclassify
 
the gain or
 
loss from
unallocated
 
corporate
 
items
 
to
 
segment
 
operating
 
profit,
 
allowing
 
our
 
operating
 
segments
 
to
 
realize
 
the
 
economic
 
effects
 
of
 
the
derivative without experiencing any resulting mark-to-market volatility,
 
which remains in unallocated corporate items.
 
Unallocated corporate items for the quarters ended August 25, 2024, and
 
August 27, 2023, included:
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Net (loss) gain on mark-to-market valuation of certain
 
 
commodity positions
$
(37.7)
$
28.4
Net loss on commodity positions reclassified from
 
 
unallocated corporate items to segment operating profit
17.2
3.2
Net mark-to-market revaluation of certain grain inventories
(8.3)
13.3
Net mark-to-market valuation of certain commodity
 
 
positions recognized in unallocated corporate items
$
(28.8)
$
44.9
 
As
 
of
 
August
 
25,
 
2024,
 
the
 
net
 
notional
 
value
 
of
 
commodity
 
derivatives
 
was
 
$
233.4
 
million,
 
of
 
which
 
$
118.6
 
million
 
related
 
to
agricultural inputs and $
114.8
 
million related to energy inputs. These contracts relate to inputs
 
that generally will be utilized within the
next
12
 
months.
We
 
also have
 
net investments
 
in foreign
 
subsidiaries that
 
are denominated
 
in euros.
 
As of
 
August 25,
 
2024, we
 
hedged a
 
portion
 
of
these investments with €
3,979.4
 
million of euro-denominated bonds.
The
 
fair
 
values
 
of
 
the
 
derivative
 
positions
 
used
 
in
 
our
 
risk
 
management
 
activities
 
and
 
other
 
assets
 
recorded
 
at
 
fair
 
value
 
were
 
not
material as of
 
August 25, 2024,
 
and were Level
 
1 or Level
 
2 assets and
 
liabilities in the
 
fair value
 
hierarchy.
 
We
 
did not significantly
change our valuation techniques from prior periods.
 
We
 
offer
 
certain
 
suppliers
 
access
 
to
 
third-party
 
services
 
that
 
allow
 
them
 
to
 
view
 
our
 
scheduled
 
payments
 
online.
 
The
 
third-party
services also
 
allow suppliers
 
to finance
 
advances on
 
our scheduled
 
payments at
 
the sole
 
discretion of
 
the supplier
 
and the third
 
party.
We
 
have no
 
economic interest
 
in these
 
financing arrangements
 
and no
 
direct relationship
 
with the
 
suppliers, the
 
third parties,
 
or any
financial institutions
 
concerning these
 
services, including
 
not providing
 
any form
 
of guarantee
 
and not
 
pledging assets
 
as security
 
to
the third
 
parties or
 
financial institutions.
 
All of
 
our accounts
 
payable remain
 
as obligations
 
to our
 
suppliers as
 
stated in
 
our supplier
agreements. As
 
of August
 
25, 2024,
 
$
1,421.6
 
million of
 
our total
 
accounts payable
 
were payable
 
to suppliers
 
who utilize
 
these third-
party services.
 
As of
 
May 26,
 
2024, $
1,404.4
 
million of
 
our total
 
accounts payable
 
were payable
 
to suppliers
 
who utilize
 
these third-
party services.
v3.24.3
Debt
3 Months Ended
Aug. 25, 2024
Debt [Abstract]  
Debt
 
(7) Debt
The components of notes payable were as follows:
To ensure availability
 
of funds, we maintain bank credit lines and have commercial paper programs
 
available to us in the United States
and Europe.
The following table details the fee-paid committed and uncommitted credit
 
lines we had available as of August 25, 2024:
 
 
 
 
 
 
 
 
In Billions
Facility
 
Amount
Borrowed
Amount
Committed credit facility expiring April 2026
$
2.7
$
-
Uncommitted credit facilities
0.7
-
Total committed
 
and uncommitted credit facilities
$
3.4
$
-
The
 
credit
 
facilities
 
contain
 
covenants,
 
including
 
a
 
requirement
 
to
 
maintain
 
a
 
fixed
 
charge
 
coverage
 
ratio
 
of
 
at
 
least
2.5
 
times.
We
were in compliance with all credit facility covenants as of August 25, 2024.
Long-Term
 
Debt
 
The fair values
 
and carrying
 
amounts of long-term
 
debt, including
 
the current portion,
 
were $
12,653.5
 
million and $
13,071.3
 
million,
respectively,
 
as
 
of
 
August
 
25,
 
2024.
 
The
 
fair
 
value
 
of
 
long-term
 
debt
 
was
 
estimated
 
using
 
market
 
quotations
 
and
 
discounted
 
cash
flows based
 
on our
 
current incremental
 
borrowing rates
 
for similar
 
types of
 
instruments. Long
 
-term debt
 
is a
 
Level 2
 
liability in
 
the
fair value hierarchy.
 
In the
 
fourth quarter
 
of fiscal 2024,
 
we issued €
500.0
 
million of
3.65
 
percent fixed-rate
 
notes due
October 23, 2030
. We
 
used the
 
net
proceeds for general corporate purposes.
In
 
the fourth
 
quarter
 
of fiscal
 
2024,
 
we issued
 
500.0
 
million
 
of
3.85
 
percent
 
fixed-rate notes
 
due
April 23, 2034
.
 
We
 
used
 
the net
proceeds for general corporate purposes.
In
 
the
 
third
 
quarter of
 
fiscal
 
2024,
 
we
 
issued
 
$
500.0
 
million
 
of
4.7
 
percent
 
fixed-rate
 
notes due
January 30, 2027
. We
 
used
 
the
 
net
proceeds to repay $
500.0
 
million of
3.65
 
percent fixed-rate notes due
February 15, 2024
.
 
In the second
 
quarter of fiscal 2024,
 
we issued €
250.0
 
million of floating-rate
 
notes due
November 8, 2024
. We
 
used the net proceeds
to repay €
250.0
 
million of floating-rate notes due
November 10, 2023
.
 
In the
 
second quarter
 
of fiscal
 
2024, we
 
issued $
500.0
 
million of
5.5
 
percent fixed-rate
 
notes due
October 17, 2028
. We
 
used the
 
net
proceeds to repay $
400.0
 
million of floating-rate notes due
October 17, 2023
, and for general corporate purposes.
 
In the first
 
quarter of fiscal
 
2024, we issued
 
500.0
 
million of floating-rate
 
notes due
November 8, 2024
. We
 
used the net proceeds
 
to
repay €
500.0
 
million of floating-rate notes due
July 27, 2023
.
 
Certain
 
of
 
our
 
long-term
 
debt
 
agreements
 
contain
 
restrictive
 
covenants.
As of August 25, 2024, we were in compliance with all of
these covenants.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aug. 25, 2024
May 26, 2024
In Millions
Notes Payable
Weighted-
Average
Interest Rate
Notes Payable
Weighted-
Average
Interest Rate
U.S. commercial paper
$
205.0
5.4
%
$
-
-
%
Financial institutions
44.1
7.7
11.8
8.8
Total
$
249.1
5.8
%
$
11.8
8.8
%
v3.24.3
Noncontrolling Interests
3 Months Ended
Aug. 25, 2024
Noncontrolling Interests [Abstract]  
Noncontrolling Interests
 
(8) Noncontrolling Interests
The
 
third-party
 
holder
 
of
 
the
 
General
 
Mills
 
Cereals,
 
LLC
 
(GMC)
 
Class A
 
Interests
 
receives
 
quarterly
 
preferred
 
distributions
 
from
available net
 
income based
 
on the application
 
of a
 
floating preferred
 
return rate
 
to the
 
holder’s capital
 
account balance
 
established in
the
 
most
 
recent
 
mark-to-market
 
valuation
 
(currently
 
$
251.5
 
million).
 
On
 
June
 
1,
 
2024,
 
the
 
floating
 
preferred
 
return
 
rate
 
on
 
GMC’s
Class A Interests was reset to the sum of the
three-month Term SOFR
 
plus
261
 
basis points. The preferred return rate is adjusted
 
every
three years
 
through a negotiated agreement with the Class A Interest holder or through a remarketing
 
auction.
Our noncontrolling interests contain restrictive covenants. As of August 25, 2024, we were in compliance with all of these covenants.
v3.24.3
Stockholders' Equity
3 Months Ended
Aug. 25, 2024
Stockholders' Equity [Abstract]  
Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
Quarter Ended
Aug. 25, 2024
Aug. 27, 2023
General Mills
Noncontrolling
Interests
 
General Mills
Noncontrolling
Interests
In Millions
Pretax
Tax
Net
Net
Pretax
Tax
Net
Net
Net earnings, including earnings
 
 
attributable to noncontrolling interests
 
$
579.9
$
3.7
$
673.5
$
6.8
Other comprehensive (loss) income:
Foreign currency translation
$
(93.9)
$
31.5
(62.4)
0.5
$
(22.0)
$
3.8
(18.2)
0.1
Other fair value changes:
Hedge derivatives
(7.5)
1.5
(6.0)
-
(2.7)
0.4
(2.3)
-
Reclassification to earnings:
Hedge derivatives (a)
(0.4)
0.4
-
-
(1.3)
1.5
0.2
-
Amortization of losses and
 
prior service costs (b)
14.5
(2.9)
11.6
-
11.5
(2.4)
9.1
-
Other comprehensive (loss) income
$
(87.3)
$
30.5
(56.8)
0.5
$
(14.5)
$
3.3
(11.2)
0.1
Total comprehensive income
$
523.1
$
4.2
$
662.3
$
6.9
 
 
 
 
 
 
 
 
 
In Millions
Aug. 25, 2024
May 26, 2024
Foreign currency translation adjustments
$
(857.7)
$
(795.3)
Unrealized (loss) gain from hedge derivatives
(5.8)
0.2
Pension, other postretirement, and postemployment benefits:
Net actuarial loss
(1,790.8)
(1,806.3)
Prior service credits
77.8
81.7
Accumulated other comprehensive loss
$
(2,576.5)
$
(2,519.7)
 
(9) Stockholders’ Equity
 
The following tables provide details of total comprehensive income:
(a)
 
Loss reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for foreign exchange contracts.
(b)
 
Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.
Accumulated other comprehensive loss balances, net of tax effects,
 
were as follows:
v3.24.3
Stock Plans
3 Months Ended
Aug. 25, 2024
Stock Plans [Abstract]  
Stock Plans
 
(10) Stock Plans
We
 
have various
 
stock-based compensation
 
programs under
 
which awards,
 
including stock
 
options, restricted
 
stock, restricted
 
stock
units, and performance
 
awards, may be granted
 
to employees and non-employee
 
directors. These programs
 
and related accounting
 
are
described in Note
 
12 to the
 
Consolidated Financial
 
Statements included
 
in our Annual
 
Report on Form
 
10-K for the
 
fiscal year ended
May 26, 2024.
Compensation expense related to stock-based payments recognized
 
in the Consolidated Statements of Earnings was as follows:
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Compensation expense related to stock-based payments
$
20.3
$
35.3
Windfall tax benefits from stock-based payments
 
in income tax expense in our Consolidated Statements of Earnings were as follows:
 
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Windfall tax benefits from stock-based payments
$
2.8
$
8.4
As
 
of
 
August
 
25,
 
2024,
 
unrecognized
 
compensation
 
expense
 
related
 
to
 
non-vested
 
stock
 
options,
 
restricted
 
stock
 
units,
 
and
performance share units was $
185.9
 
million. This expense will be recognized over
26
 
months, on average.
Net cash proceeds from the exercise of stock options
 
less shares used for withholding taxes and the intrinsic
 
value of options exercised
were as follows:
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Net cash proceeds
$
9.4
$
4.5
Intrinsic value of options exercised
$
1.9
$
2.1
We estimate the fair value of each option on the grant date using a Black-Scholes option-pricing model, which requires us to make
predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We
estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of
volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We also have considered, but did
not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than
6 months, is insufficient to provide a reliable measure of expected volatility. Our method of selecting the other valuation assumptions
is explained in Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year
ended May 26, 2024.
The
 
estimated
 
fair
 
values
 
of
 
stock
 
options
 
granted
 
and
 
the
 
assumptions
 
used
 
for
 
the
 
Black-Scholes
 
option-pricing
 
model
 
were
 
as
follows:
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
Aug. 25, 2024
Aug. 27, 2023
Estimated fair values of stock options granted
 
$
13.20
$
17.47
Assumptions:
Risk-free interest rate
4.5
%
4.0
%
Expected term
8.5
years
8.5
years
Expected volatility
21.6
%
21.4
%
Dividend yield
3.8
%
2.8
%
The total grant date fair value of restricted stock unit awards that vested during
 
the period was as follows:
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Total grant date fair
 
value
$
90.8
$
104.8
v3.24.3
Earnings Per Share
3 Months Ended
Aug. 25, 2024
Earnings Per Share [Abstract]  
Earnings Per Share
 
(11) Earnings Per Share
Basic and diluted earnings per share (EPS) were calculated using the following:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
In Millions, Except per Share Data
Aug. 25, 2024
Aug. 27, 2023
Net earnings attributable to General Mills
$
579.9
$
673.5
Average number
 
of common shares – basic EPS
560.5
586.3
Incremental share effect from: (a)
Stock options
1.5
2.8
Restricted stock units and performance share units
1.8
2.3
Average number
 
of common shares – diluted EPS
563.8
591.4
Earnings per share – basic
$
1.03
$
1.15
Earnings per share – diluted
$
1.03
$
1.14
(a)
 
Incremental
 
shares
 
from
 
stock
 
options,
 
restricted
 
stock
 
units,
 
and
 
performance
 
share
 
units
 
are
 
computed
 
by
 
the
 
treasury
 
stock
method
. Stock options, restricted stock
 
units, and performance share
 
units excluded from our
 
computation of diluted EPS because
they were not dilutive were as follows
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Anti-dilutive stock options, restricted stock units, and
 
performance share units
 
4.4
1.6
v3.24.3
Share Repurchases
3 Months Ended
Aug. 25, 2024
Share Repurchases [Abstract]  
Share Repurchases
 
(12) Share Repurchases
Share repurchases were as follows:
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Shares of common stock
4.5
6.4
Aggregate purchase price
$
302.2
$
504.7
v3.24.3
Statements Of Cash Flows
3 Months Ended
Aug. 25, 2024
Statements Of Cash Flows [Abstract]  
Statements Of Cash Flows
 
(13) Statements of Cash Flows
Our Consolidated Statements of Cash Flows include the following:
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Net cash interest payments
$
83.7
$
83.9
Net income tax payments
$
18.7
$
13.7
v3.24.3
Retirement And Postemployment Benefits
3 Months Ended
Aug. 25, 2024
Retirement And Postemployment Benefits [Abstract]  
Retirement And Postemployment Benefits
 
(14) Retirement and Postemployment Benefits
Components of net periodic benefit expense (income) are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Defined Benefit
Pension Plans
Other Postretirement
 
Benefit Plans
Postemployment
Benefit Plans
Quarter Ended
Quarter Ended
Quarter Ended
In Millions
Aug. 25,
2024
Aug. 27,
2023
Aug. 25,
2024
Aug. 27,
2023
Aug. 25,
2024
Aug. 27,
2023
Service cost
$
13.0
$
14.2
$
1.1
$
1.2
$
1.8
$
1.8
Interest cost
76.7
74.2
5.3
5.3
1.0
1.0
Expected return on plan assets
(105.0)
(102.9)
(9.0)
(8.7)
-
-
Amortization of losses (gains)
25.1
21.5
(5.2)
(5.1)
0.1
-
Amortization of prior service costs (credits)
0.3
0.4
(5.5)
(5.4)
(0.3)
0.1
Other adjustments
-
-
-
-
2.6
2.6
Net expense (income)
$
10.1
$
7.4
$
(13.3)
$
(12.7)
$
5.2
$
5.5
v3.24.3
Income Taxes
3 Months Ended
Aug. 25, 2024
Income Taxes [Abstract]  
Income Taxes
 
(15) Income Taxes
During the
 
second quarter
 
of fiscal
 
2024, we
 
received a
 
notice of
 
proposed adjustment
 
from the
 
Internal Revenue
 
Service associated
with a capital loss
 
from fiscal 2019.
 
We
 
believe that we
 
have meritorious defenses
 
against this assessment
 
and will vigorously
 
defend
our
 
position. We
 
do
 
not
 
expect
 
the
 
resolution
 
of
 
the
 
proposed
 
adjustment
 
to
 
have
 
a
 
material
 
impact
 
on
 
our
 
financial
 
position
 
or
liquidity.
In
 
December
 
2021,
 
the
 
Organization
 
for
 
Economic
 
Cooperation
 
and
 
Development
 
(OECD)
 
established
 
a
 
framework,
 
referred
 
to
 
as
Pillar
 
2,
 
designed
 
to
 
ensure
 
large
 
multinational
 
enterprises
 
pay
 
a
 
minimum
 
15
 
percent
 
level
 
of
 
tax
 
on
 
the
 
income
 
arising
 
in
 
each
jurisdiction
 
in
 
which
 
they
 
operate.
 
Numerous
 
countries
 
have
 
already
 
enacted
 
the
 
OECD
 
model
 
rules
 
effective
 
for
 
taxable
 
years
beginning
 
after
 
December
 
31,
 
2023,
 
which
 
for
 
us
 
is
 
fiscal
 
2025.
 
There
 
was
 
no
 
material
 
impact
 
on
 
our
 
consolidated
 
financial
statements.
 
Several
 
other
 
countries
 
have
 
enacted
 
or
 
drafted
 
legislation
 
that
 
is
 
not
 
yet
 
effective
 
for
 
us,
 
and
 
we
 
do
 
not
 
expect
 
this
legislation
 
to
 
have
 
a
 
material
 
impact
 
on
 
our
 
consolidated
 
financial
 
statements.
 
We
 
will
 
continue
 
to monitor
 
for
 
new
 
legislation
 
and
guidance and evaluate potential impact on our consolidated financial
 
statements.
v3.24.3
Contingencies
3 Months Ended
Aug. 25, 2024
Contingencies [Abstract]  
Contingencies
 
(16) Contingencies
During
 
fiscal
 
2020,
 
we
 
received
 
notice
 
from
 
the
 
tax
 
authorities of
 
the
 
State of
 
São
 
Paulo,
 
Brazil
 
regarding
 
our
 
compliance
 
with
 
its
state sales tax requirements.
 
As a result, we
 
have been assessed additional
 
state sales taxes, interest,
 
and penalties. We
 
believe that we
have meritorious defenses against this claim and will vigorously defend
 
our position. As of August 25, 2024, we are unable to estimate
any possible loss and have not recorded a loss contingency for this matter.
v3.24.3
Business Segment And Geographic Information
3 Months Ended
Aug. 25, 2024
Business Segment And Geographic Information [Abstract]  
Business Segment And Geographic Information
 
 
 
 
 
(17) Business Segment and Geographic Information
We
 
operate
 
in
 
the
 
packaged
 
foods
 
industry.
 
Our
 
operating
 
segments
 
are
 
as
 
follows:
 
North
 
America
 
Retail,
 
International,
 
North
America Pet,
 
and North
 
America Foodservice.
 
In the
 
first quarter
 
of fiscal
 
2025, we
 
renamed the
 
Pet segment
 
to the
 
North America
Pet segment to reflect that
 
pet food results outside
 
North America are recorded
 
in the International segment.
 
There were no changes to
the
 
composition
 
of
 
our
 
reportable
 
segments
 
or
 
information
 
reviewed
 
by
 
our
 
chief
 
operating
 
decision
 
maker
 
and
 
no
 
impact
 
on
 
our
historical segment operating results.
Our North America Retail
 
operating segment reflects business
 
with a wide variety of
 
grocery stores, mass merchandisers, membership
stores,
 
natural
 
food
 
chains,
 
drug,
 
dollar
 
and
 
discount
 
chains,
 
convenience
 
stores,
 
and
 
e-commerce
 
grocery
 
providers.
 
Our
 
product
categories
 
in
 
this
 
business
 
segment
 
include
 
ready-to-eat
 
cereals,
 
refrigerated
 
yogurt,
 
soup,
 
meal
 
kits,
 
refrigerated
 
and
 
frozen
 
dough
products,
 
dessert
 
and
 
baking
 
mixes,
 
frozen
 
pizza
 
and
 
pizza
 
snacks,
 
snack
 
bars,
 
fruit
 
snacks,
 
savory
 
snacks,
 
and
 
a
 
wide
 
variety
 
of
organic products including ready-to-eat cereal, frozen
 
and shelf-stable vegetables, meal kits, fruit snacks, and snack bars.
Our
 
International
 
operating
 
segment
 
consists
 
of
 
retail
 
and
 
foodservice
 
businesses
 
outside
 
of
 
the
 
United
 
States
 
and
 
Canada.
 
Our
product categories include super-premium
 
ice cream and frozen desserts, meal kits, salty snacks,
 
snack bars, dessert and baking mixes,
shelf-stable
 
vegetables,
 
and
 
pet
 
food
 
products.
 
We
 
also
 
sell
 
super-premium
 
ice
 
cream
 
and
 
frozen
 
desserts
 
directly
 
to
 
consumers
through owned
 
retail shops. Our
 
International segment
 
also includes products
 
manufactured in
 
the United States
 
for export, mainly
 
to
Caribbean and Latin American markets, as well as products we
 
manufacture for sale to our international joint ventures. Revenues
 
from
export activities are reported in the region or country where the end customer
 
is located.
 
 
 
 
 
 
 
Our North
 
America Pet
 
operating segment
 
includes pet
 
food products
 
sold primarily
 
in the
 
United States
 
and Canada
 
in national
 
pet
superstore
 
chains,
 
e-commerce
 
retailers,
 
grocery
 
stores,
 
regional
 
pet
 
store
 
chains,
 
mass
 
merchandisers,
 
and
 
veterinary
 
clinics
 
and
hospitals.
 
Our
 
product
 
categories
 
include
 
dog
 
and
 
cat
 
food
 
(dry
 
foods,
 
wet
 
foods,
 
and
 
treats)
 
made
 
with
 
whole
 
meats,
 
fruits,
vegetables,
 
and other
 
high-quality
 
natural
 
ingredients.
 
Our tailored
 
pet product
 
offerings
 
address
 
specific dietary,
 
lifestyle,
 
and
 
life-
stage needs
 
and span
 
different product
 
types, diet
 
types, breed
 
sizes for
 
dogs, life-stages,
 
flavors, product
 
functions,
 
and textures
 
and
cuts for wet foods.
Our
 
North
 
America
 
Foodservice
 
segment
 
consists
 
of
 
foodservice
 
businesses
 
in
 
the
 
United
 
States
 
and
 
Canada.
 
Our
 
major
 
product
categories
 
in
 
our
 
North
 
America
 
Foodservice
 
operating
 
segment
 
are
 
ready-to-eat
 
cereals,
 
snacks,
 
refrigerated
 
yogurt,
 
frozen
 
meals,
unbaked and
 
fully baked
 
frozen dough products,
 
baking mixes,
 
and bakery
 
flour.
 
Many products we
 
sell are branded
 
to the consumer
and nearly
 
all are
 
branded to
 
our customers.
 
We
 
sell to
 
distributors and
 
operators in
 
many customer
 
channels including
 
foodservice,
vending, and supermarket bakeries.
Operating profit
 
for these
 
segments excludes
 
unallocated corporate
 
items, gain
 
or loss
 
on divestitures,
 
and restructuring,
 
impairment,
and other
 
exit costs.
 
Results from
 
certain businesses
 
managed by
 
our Gold
 
Medal Ventures
 
entity are
 
included within
 
corporate and
other net
 
sales and
 
unallocated corporate
 
items within
 
operating
 
profit. Unallocated
 
corporate items
 
also include
 
corporate overhead
expenses,
 
variances
 
to
 
planned
 
North
 
American
 
employee
 
benefits
 
and
 
incentives,
 
certain
 
charitable
 
contributions,
 
restructuring
initiative
 
project-related
 
costs,
 
gains
 
and
 
losses
 
on
 
corporate
 
investments,
 
and
 
other
 
items
 
that
 
are
 
not
 
part
 
of
 
our
 
measurement
 
of
segment operating performance.
 
These include gains and
 
losses arising from the
 
revaluation of certain grain
 
inventories and gains
 
and
losses
 
from
 
mark-to-market
 
valuation
 
of
 
certain
 
commodity
 
positions
 
until
 
passed
 
back
 
to
 
our
 
operating
 
segments.
 
These
 
items
affecting
 
operating
 
profit
 
are
 
centrally
 
managed
 
at
 
the
 
corporate
 
level
 
and
 
are
 
excluded
 
from
 
the
 
measure
 
of
 
segment
 
profitability
reviewed
 
by executive
 
management.
 
Under our
 
supply chain
 
organization,
 
our manufacturing,
 
warehouse,
 
and distribution
 
activities
are
 
substantially
 
integrated
 
across
 
our
 
operations
 
in
 
order
 
to
 
maximize
 
efficiency
 
and
 
productivity.
 
As
 
a
 
result,
 
fixed
 
assets
 
and
depreciation and amortization expenses are neither maintained nor available
 
by operating segment.
Our operating segment results were as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Net sales:
North America Retail
$
3,016.6
$
3,073.0
International
717.0
715.8
North America Pet
576.1
579.9
North America Foodservice
536.2
536.0
Total segment net
 
sales
$
4,845.9
$
4,904.7
Corporate and other
2.2
-
Total net sales
$
4,848.1
$
4,904.7
Operating profit:
North America Retail
$
745.7
$
798.2
International
20.9
50.0
North America Pet
119.4
111.2
North America Foodservice
71.5
59.1
Total segment operating
 
profit
$
957.5
$
1,018.5
Unallocated corporate items
123.8
87.3
Restructuring, impairment, and other exit costs
2.2
1.2
Operating profit
$
831.5
$
930.0
Net sales for our North America Retail operating units were as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
U.S. Meals & Baking Solutions
$
946.3
$
941.9
U.S. Snacks
910.5
954.5
U.S. Morning Foods
902.9
927.8
Canada
256.9
248.8
Total
$
3,016.6
$
3,073.0
Net sales by class of similar products were as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Snacks
$
1,106.8
$
1,136.7
Cereal
793.1
817.9
Convenient meals
678.9
665.5
Pet
604.6
579.9
Dough
517.8
534.9
Baking mixes and ingredients
457.1
466.5
Yogurt
371.9
368.4
Super-premium ice cream
212.9
224.0
Other
105.0
110.9
Total
$
4,848.1
$
4,904.7
v3.24.3
Restructuring, Impairment, And Other Exit Costs (Tables)
3 Months Ended
Aug. 25, 2024
Restructuring, Impairment, And Other Exit Costs [Abstract]  
Restructuring, Impairment Charges And Project-Related Costs
 
 
 
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Restructuring, impairment, and other exit costs
$
2.2
$
1.2
Cost of sales
0.7
8.6
Total restructuring
 
charges
$
2.9
$
9.8
Project-related costs classified in cost of sales
$
0.1
$
0.8
v3.24.3
Goodwill And Other Intangible Assets (Tables)
3 Months Ended
Aug. 25, 2024
Goodwill And Other Intangible Assets [Abstract]  
Components Of Goodwill And Other Intangible Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
In Millions
Aug. 25, 2024
May 26, 2024
Goodwill
$
14,787.7
$
14,750.7
Other intangible assets:
Intangible assets not subject to amortization:
Brands and other indefinite-lived intangibles
6,735.9
6,728.6
Intangible assets subject to amortization:
Customer relationships and other finite-lived intangibles
402.9
402.2
Less accumulated amortization
(156.0)
(150.9)
Intangible assets subject to amortization, net
246.9
251.3
Other intangible assets
6,982.8
6,979.9
Total
$
21,770.5
$
21,730.6
Changes In Carrying Amount Of Goodwill
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
In Millions
North
America
Retail
North
America
Pet
North
America
Foodservice
International
(a)
Corporate
and Joint
Ventures
Total
Balance as of May 26, 2024
$
6,541.9
$
6,062.8
$
805.5
$
917.1
$
423.4
$
14,750.7
Other activity, primarily
 
 
foreign currency translation
1.4
-
-
23.0
12.6
37.0
Balance as of Aug. 25, 2024
$
6,543.3
$
6,062.8
$
805.5
$
940.1
$
436.0
$
14,787.7
The carrying amounts of goodwill within the International segment as of
 
May 26, 2024, and August 25, 2024, were net of
accumulated impairment losses of $
117.1
 
million.
Changes In Carrying Amount Of Other Intangible Assets
 
 
 
 
 
 
In Millions
Total
Balance as of May 26, 2024
$
6,979.9
Foreign currency translation, net of amortization
2.9
Balance as of Aug. 25, 2024
$
6,982.8
v3.24.3
Inventories (Tables)
3 Months Ended
Aug. 25, 2024
Inventories [Abstract]  
Schedule Of Components Of Inventories
 
 
 
 
 
 
 
 
 
 
 
In Millions
Aug. 25, 2024
May 26, 2024
Finished goods
$
1,975.1
$
1,827.7
Raw materials and packaging
488.4
500.5
Grain
79.3
111.1
Excess of FIFO over LIFO cost
(546.4)
(541.1)
Total
$
1,996.4
$
1,898.2
v3.24.3
Risk Management Activities (Tables)
3 Months Ended
Aug. 25, 2024
Risk Management Activities [Abstract]  
Schedule of Unallocated Corporate items
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Net (loss) gain on mark-to-market valuation of certain
 
 
commodity positions
$
(37.7)
$
28.4
Net loss on commodity positions reclassified from
 
 
unallocated corporate items to segment operating profit
17.2
3.2
Net mark-to-market revaluation of certain grain inventories
(8.3)
13.3
Net mark-to-market valuation of certain commodity
 
 
positions recognized in unallocated corporate items
$
(28.8)
$
44.9
v3.24.3
Debt (Tables)
3 Months Ended
Aug. 25, 2024
Debt [Abstract]  
Schedule Of Components Of Notes Payable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aug. 25, 2024
May 26, 2024
In Millions
Notes Payable
Weighted-
Average
Interest Rate
Notes Payable
Weighted-
Average
Interest Rate
U.S. commercial paper
$
205.0
5.4
%
$
-
-
%
Financial institutions
44.1
7.7
11.8
8.8
Total
$
249.1
5.8
%
$
11.8
8.8
%
Schedule Of Fee-Paid Committed and Uncommitted Credit Lines
 
 
 
 
 
 
 
 
In Billions
Facility
 
Amount
Borrowed
Amount
Committed credit facility expiring April 2026
$
2.7
$
-
Uncommitted credit facilities
0.7
-
Total committed
 
and uncommitted credit facilities
$
3.4
$
-
v3.24.3
Stockholders' Equity (Tables)
3 Months Ended
Aug. 25, 2024
Stockholders' Equity [Abstract]  
Schedule of Total Comprehensive Income (Loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
Quarter Ended
Aug. 25, 2024
Aug. 27, 2023
General Mills
Noncontrolling
Interests
 
General Mills
Noncontrolling
Interests
In Millions
Pretax
Tax
Net
Net
Pretax
Tax
Net
Net
Net earnings, including earnings
 
 
attributable to noncontrolling interests
 
$
579.9
$
3.7
$
673.5
$
6.8
Other comprehensive (loss) income:
Foreign currency translation
$
(93.9)
$
31.5
(62.4)
0.5
$
(22.0)
$
3.8
(18.2)
0.1
Other fair value changes:
Hedge derivatives
(7.5)
1.5
(6.0)
-
(2.7)
0.4
(2.3)
-
Reclassification to earnings:
Hedge derivatives (a)
(0.4)
0.4
-
-
(1.3)
1.5
0.2
-
Amortization of losses and
 
prior service costs (b)
14.5
(2.9)
11.6
-
11.5
(2.4)
9.1
-
Other comprehensive (loss) income
$
(87.3)
$
30.5
(56.8)
0.5
$
(14.5)
$
3.3
(11.2)
0.1
Total comprehensive income
$
523.1
$
4.2
$
662.3
$
6.9
(a)
 
Loss reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for foreign exchange contracts.
(b)
 
Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.
Schedule Of Accumulated Other Comprehensive Income (Loss)
 
 
 
 
 
 
 
 
 
In Millions
Aug. 25, 2024
May 26, 2024
Foreign currency translation adjustments
$
(857.7)
$
(795.3)
Unrealized (loss) gain from hedge derivatives
(5.8)
0.2
Pension, other postretirement, and postemployment benefits:
Net actuarial loss
(1,790.8)
(1,806.3)
Prior service credits
77.8
81.7
Accumulated other comprehensive loss
$
(2,576.5)
$
(2,519.7)
v3.24.3
Stock Plans (Tables)
3 Months Ended
Aug. 25, 2024
Stock Plans [Abstract]  
Schedule Of Compensation Expense Related To Stock-Based Payments
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Compensation expense related to stock-based payments
$
20.3
$
35.3
 
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Windfall tax benefits from stock-based payments
$
2.8
$
8.4
Net Cash Proceeds And Intrinsic Value Of Options Exercised
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Net cash proceeds
$
9.4
$
4.5
Intrinsic value of options exercised
$
1.9
$
2.1
Schedule Of Estimated Fair Value Of Stock Options Granted And The Assumptions Used For The Black-Scholes Option-Pricing Model
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
Aug. 25, 2024
Aug. 27, 2023
Estimated fair values of stock options granted
 
$
13.20
$
17.47
Assumptions:
Risk-free interest rate
4.5
%
4.0
%
Expected term
8.5
years
8.5
years
Expected volatility
21.6
%
21.4
%
Dividend yield
3.8
%
2.8
%
Schedule Of Grant Date Fair Value Of Restricted Stock Unit Awards Activity
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Total grant date fair
 
value
$
90.8
$
104.8
v3.24.3
Earnings Per Share (Tables)
3 Months Ended
Aug. 25, 2024
Earnings Per Share [Abstract]  
Schedule Of Basic And Diluted EPS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
In Millions, Except per Share Data
Aug. 25, 2024
Aug. 27, 2023
Net earnings attributable to General Mills
$
579.9
$
673.5
Average number
 
of common shares – basic EPS
560.5
586.3
Incremental share effect from: (a)
Stock options
1.5
2.8
Restricted stock units and performance share units
1.8
2.3
Average number
 
of common shares – diluted EPS
563.8
591.4
Earnings per share – basic
$
1.03
$
1.15
Earnings per share – diluted
$
1.03
$
1.14
(a)
 
Incremental
 
shares
 
from
 
stock
 
options,
 
restricted
 
stock
 
units,
 
and
 
performance
 
share
 
units
 
are
 
computed
 
by
 
the
 
treasury
 
stock
method
Stock Options And Restricted Units Not Dilutive
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Anti-dilutive stock options, restricted stock units, and
 
performance share units
 
4.4
1.6
v3.24.3
Share Repurchases (Tables)
3 Months Ended
Aug. 25, 2024
Share Repurchases [Abstract]  
Share Repurchases
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Shares of common stock
4.5
6.4
Aggregate purchase price
$
302.2
$
504.7
v3.24.3
Statements Of Cash Flows (Tables)
3 Months Ended
Aug. 25, 2024
Statements Of Cash Flows [Abstract]  
Consolidated Statements Of Cash Flows Supplemental Disclosures
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Net cash interest payments
$
83.7
$
83.9
Net income tax payments
$
18.7
$
13.7
v3.24.3
Retirement And Postemployment Benefits (Tables)
3 Months Ended
Aug. 25, 2024
Retirement And Postemployment Benefits [Abstract]  
Components Of Net Periodic Benefit Expense (Income)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Defined Benefit
Pension Plans
Other Postretirement
 
Benefit Plans
Postemployment
Benefit Plans
Quarter Ended
Quarter Ended
Quarter Ended
In Millions
Aug. 25,
2024
Aug. 27,
2023
Aug. 25,
2024
Aug. 27,
2023
Aug. 25,
2024
Aug. 27,
2023
Service cost
$
13.0
$
14.2
$
1.1
$
1.2
$
1.8
$
1.8
Interest cost
76.7
74.2
5.3
5.3
1.0
1.0
Expected return on plan assets
(105.0)
(102.9)
(9.0)
(8.7)
-
-
Amortization of losses (gains)
25.1
21.5
(5.2)
(5.1)
0.1
-
Amortization of prior service costs (credits)
0.3
0.4
(5.5)
(5.4)
(0.3)
0.1
Other adjustments
-
-
-
-
2.6
2.6
Net expense (income)
$
10.1
$
7.4
$
(13.3)
$
(12.7)
$
5.2
$
5.5
v3.24.3
Business Segment And Geographic Information (Tables)
3 Months Ended
Aug. 25, 2024
Business Segment And Geographic Information [Abstract]  
Operating Segment Results
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Net sales:
North America Retail
$
3,016.6
$
3,073.0
International
717.0
715.8
North America Pet
576.1
579.9
North America Foodservice
536.2
536.0
Total segment net
 
sales
$
4,845.9
$
4,904.7
Corporate and other
2.2
-
Total net sales
$
4,848.1
$
4,904.7
Operating profit:
North America Retail
$
745.7
$
798.2
International
20.9
50.0
North America Pet
119.4
111.2
North America Foodservice
71.5
59.1
Total segment operating
 
profit
$
957.5
$
1,018.5
Unallocated corporate items
123.8
87.3
Restructuring, impairment, and other exit costs
2.2
1.2
Operating profit
$
831.5
$
930.0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
U.S. Meals & Baking Solutions
$
946.3
$
941.9
U.S. Snacks
910.5
954.5
U.S. Morning Foods
902.9
927.8
Canada
256.9
248.8
Total
$
3,016.6
$
3,073.0
Net Sales By Class Of Similar Products
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Snacks
$
1,106.8
$
1,136.7
Cereal
793.1
817.9
Convenient meals
678.9
665.5
Pet
604.6
579.9
Dough
517.8
534.9
Baking mixes and ingredients
457.1
466.5
Yogurt
371.9
368.4
Super-premium ice cream
212.9
224.0
Other
105.0
110.9
Total
$
4,848.1
$
4,904.7
v3.24.3
Acquisition And Divestiture (Narrative) (Details) - USD ($)
$ in Millions
3 Months Ended
Aug. 25, 2024
May 26, 2024
Sep. 12, 2024
Business Acquisition [Line Items]      
Goodwill $ 14,787.7 $ 14,750.7  
European Pet Business [Member]      
Business Acquisition [Line Items]      
Purchase price   $ 434.1  
Payment of acquisition amount heldback 7.7    
Goodwill 317.7    
Indefinite-Lived Intangible Assets 118.4    
Finite-Lived Intangibles $ 14.2    
North American Yogurt Businesses [Member] | Subsequent Event [Member]      
Business Acquisition [Line Items]      
Sale price of businesses     $ 2,100.0
v3.24.3
Restructuring, Impairment, and Other Exit Costs (Narrative) (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Aug. 25, 2024
Aug. 27, 2023
May 26, 2024
Restructuring and Related Cost [Line Items]      
Restructuring (recoveries) charges $ 2.9 $ 9.8  
Goodwill impairment     $ 117.1
Restructuring charges, cash 2.7 7.4  
Charges associated with restructuring actions previously announced [Member]      
Restructuring and Related Cost [Line Items]      
Restructuring (recoveries) charges $ 2.9 $ 9.8  
v3.24.3
Restructuring, Impairment, and Other Exit Costs (Restructuring, Impairment Charges And Project-Related Costs) (Details) - USD ($)
$ in Millions
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Restructuring and Related Cost [Line Items]    
Restructuring and impairment charges $ 2.9 $ 9.8
Project-related costs classified in cost of sales 0.1 0.8
Restructuring, Impairment and Other Exit Costs [Member]    
Restructuring and Related Cost [Line Items]    
Restructuring and impairment charges 2.2 1.2
Cost of Sales [Member]    
Restructuring and Related Cost [Line Items]    
Restructuring and impairment charges $ 0.7 $ 8.6
v3.24.3
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($)
$ in Millions
12 Months Ended
May 26, 2024
Aug. 25, 2024
Goodwill and Intangible Assets [Line Items]    
Future amortization expense, year one   $ 20.0
Future amortization expense, year two   20.0
Future amortization expense, year three   20.0
Future amortization expense, year four   20.0
Future amortization expense, year five   $ 20.0
Goodwill impairment $ 117.1  
Impairment of intangible assets $ 103.1  
v3.24.3
Goodwill and Other Intangible Assets (Components Of Goodwill And Other Intangible Assets) (Details) - USD ($)
$ in Millions
Aug. 25, 2024
May 26, 2024
Goodwill And Other Intangible Assets [Abstract]    
Goodwill $ 14,787.7 $ 14,750.7
Intangible assets not subject to amortization:    
Brands and other indefinite-lived intangibles 6,735.9 6,728.6
Intangible assets subject to amortization:    
Customer relationships and other finite-lived intangibles 402.9 402.2
Less accumulated amortization (156.0) (150.9)
Intangible assets subject to amortization, net 246.9 251.3
Other intangible assets 6,982.8 6,979.9
Total $ 21,770.5 $ 21,730.6
v3.24.3
Goodwill and Other Intangible Assets (Changes In Carrying Amount Of Goodwill) (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Aug. 25, 2024
May 26, 2024
Goodwill [Line Items]    
Beginning balance $ 14,750.7  
Impairment charge   $ (117.1)
Other activity, primarily foreign currency translation 37.0  
Ending balance 14,787.7 14,750.7
North America Retail Segment [Member]    
Goodwill [Line Items]    
Beginning balance 6,541.9  
Other activity, primarily foreign currency translation 1.4  
Ending balance 6,543.3 6,541.9
North America Pet [Member]    
Goodwill [Line Items]    
Beginning balance 6,062.8  
Other activity, primarily foreign currency translation 0.0  
Ending balance 6,062.8 6,062.8
North America Foodservice [Member]    
Goodwill [Line Items]    
Beginning balance 805.5  
Other activity, primarily foreign currency translation 0.0  
Ending balance 805.5 805.5
International [Member]    
Goodwill [Line Items]    
Beginning balance 917.1  
Other activity, primarily foreign currency translation 23.0  
Ending balance 940.1 917.1
Accumulated impairment losses 117.1 117.1
Corporate and Joint Ventures [Member]    
Goodwill [Line Items]    
Beginning balance 423.4  
Other activity, primarily foreign currency translation 12.6  
Ending balance $ 436.0 $ 423.4
v3.24.3
Goodwill and Other Intangible Assets (Changes In Carrying Amount Of Other Intangible Assets) (Details)
$ in Millions
3 Months Ended
Aug. 25, 2024
USD ($)
Indefinite Lived Intangible Assets By Major Class [Line Items]  
Beginning balance - carrying value $ 6,979.9
Foreign currency translation, net of amortization 2.9
Ending balance - carrying value $ 6,982.8
v3.24.3
Inventories (Schedule Of Components Of Inventories) (Details) - USD ($)
$ in Millions
Aug. 25, 2024
May 26, 2024
Inventories [Abstract]    
Finished goods $ 1,975.1 $ 1,827.7
Raw materials and packaging 488.4 500.5
Grain 79.3 111.1
Excess of FIFO over LIFO cost (546.4) (541.1)
Total $ 1,996.4 $ 1,898.2
v3.24.3
Risk Management Activities (Narrative) (Details)
€ in Millions, $ in Millions
3 Months Ended
Aug. 25, 2024
USD ($)
Feb. 25, 2024
USD ($)
Aug. 25, 2024
EUR (€)
May 26, 2024
USD ($)
Derivative [Line Items]        
Accounts payable to suppliers who utilize third party service $ 1,421.6     $ 1,404.4
Long-term debt, carrying value 13,071.3      
Euro Denominated Bonds Used For Hedging [Member]        
Derivative [Line Items]        
Long-term debt, carrying value | €     € 3,979.4  
4.7% Fixed Rate Note [Member]        
Derivative [Line Items]        
Issuance of long-term debt   $ 500.0    
Commodity Contracts [Member]        
Derivative [Line Items]        
Derivative, Notional Amount $ 233.4      
Average period of utilization 12 months      
Agricultural Related Derivative [Member]        
Derivative [Line Items]        
Derivative, Notional Amount $ 118.6      
Energy Related Derivative [Member]        
Derivative [Line Items]        
Derivative, Notional Amount $ 114.8      
v3.24.3
Risk Management Activities (Schedule Of Unallocated Corporate items) (Details) - USD ($)
$ in Millions
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Commodity Price Risk [Abstract]    
Net (loss) gain on mark-to-market valuation of certain commodity positions $ (37.7) $ 28.4
Net loss on commodity positions reclassified from unallocated corporate items to segment operating profit 17.2 3.2
Net mark-to-market revaluation of certain grain inventories (8.3) 13.3
Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items $ (28.8) $ 44.9
v3.24.3
Debt (Narrative) (Details)
€ in Millions, $ in Millions
3 Months Ended
Aug. 25, 2024
USD ($)
May 26, 2024
EUR (€)
Feb. 25, 2024
USD ($)
Nov. 26, 2023
EUR (€)
Nov. 26, 2023
USD ($)
Aug. 27, 2023
EUR (€)
Debt Instrument [Line Items]            
Long-term debt, carrying value $ 13,071.3          
Committed Credit Facilities [Member]            
Debt Instrument [Line Items]            
Minimum fixed charge coverage ratio 2.5          
Level 2 [Member]            
Debt Instrument [Line Items]            
Long-term debt, fair value $ 12,653.5          
3.650% Notes due 2030 [Member]            
Debt Instrument [Line Items]            
Issuance of long-term debt | €   € 500.0        
Fixed interest rate percentage   3.65%        
Maturity date   Oct. 23, 2030        
3.850% Notes due 2034 [Member]            
Debt Instrument [Line Items]            
Issuance of long-term debt | €   € 500.0        
Fixed interest rate percentage   3.85%        
Maturity date   Apr. 23, 2034        
Floating-rate notes due November 8, 2024 [Member]            
Debt Instrument [Line Items]            
Issuance of long-term debt | €       € 250.0   € 500.0
Maturity date       Nov. 08, 2024 Nov. 08, 2024 Nov. 08, 2024
Floating-rate notes due July 27, 2023 [Member]            
Debt Instrument [Line Items]            
Repayment of long-term debt | €           € 500.0
Maturity date           Jul. 27, 2023
Floating-rate notes due November 10, 2023 [Member]            
Debt Instrument [Line Items]            
Repayment of long-term debt | €       € 250.0    
Maturity date       Nov. 10, 2023 Nov. 10, 2023  
Long-Term Debt Agreements Containing Restrictive Covenants [Member]            
Debt Instrument [Line Items]            
Debt Instrument, Covenant Compliance We were in compliance with all credit facility covenants as of August 25, 2024.          
Certain Long Term Debt Agreements Containing Restrictive Covenants [Member]            
Debt Instrument [Line Items]            
Debt Instrument, Covenant Compliance As of August 25, 2024, we were in compliance with all of these covenants.          
5.5% Fixed-rate notes due October 17, 2028 [Member]            
Debt Instrument [Line Items]            
Issuance of long-term debt         $ 500.0  
Fixed interest rate percentage       5.50% 5.50%  
Maturity date       Oct. 17, 2028 Oct. 17, 2028  
Floating-rate notes due October 17, 2023 [Member]            
Debt Instrument [Line Items]            
Repayment of long-term debt         $ 400.0  
Maturity date       Oct. 17, 2023 Oct. 17, 2023  
4.7% Fixed Rate Note [Member]            
Debt Instrument [Line Items]            
Issuance of long-term debt     $ 500.0      
Fixed interest rate percentage     4.70%      
Maturity date     Jan. 30, 2027      
3.65% Fixed Rate Note [Member]            
Debt Instrument [Line Items]            
Repayment of long-term debt     $ 500.0      
Fixed interest rate percentage     3.65%      
Maturity date     Feb. 15, 2024      
v3.24.3
Debt (Schedule Of Components Of Notes Payable) (Details) - USD ($)
$ in Millions
Aug. 25, 2024
May 26, 2024
Short-term Debt [Line Items]    
Notes payable $ 249.1 $ 11.8
Weighted Average Interest Rate 5.80% 8.80%
U.S. commercial paper [Member]    
Short-term Debt [Line Items]    
Notes payable $ 205.0 $ 0.0
Weighted Average Interest Rate 5.40% 0.00%
Financial Institutions [Member]    
Short-term Debt [Line Items]    
Notes payable $ 44.1 $ 11.8
Weighted Average Interest Rate 7.70% 8.80%
v3.24.3
Debt (Schedule Of Fee-Paid Committed And Uncommitted Credit Lines) (Details)
$ in Billions
Aug. 25, 2024
USD ($)
Line of Credit Facility [Line Items]  
Facility Amount $ 3.4
Borrowed Amount 0.0
Line Of Credit Expiring April 2026 [Member]  
Line of Credit Facility [Line Items]  
Facility Amount 2.7
Borrowed Amount 0.0
Uncommitted Credit Facility [Member]  
Line of Credit Facility [Line Items]  
Facility Amount 0.7
Borrowed Amount $ 0.0
v3.24.3
Noncontrolling Interests (Narrative) (Details) - USD ($)
$ in Millions
3 Months Ended
Jun. 01, 2024
Aug. 25, 2024
Noncontrolling Interest [Line Items]    
Noncontrolling interests covenant compliance   Our noncontrolling interests contain restrictive covenants. As of August 25, 2024, we were in compliance with all of these covenants.
Third Party Interest Holder [Member] | General Mills Cereals LLC [Member]    
Noncontrolling Interest [Line Items]    
Noncontrolling Interest Holders Capital Account, General Mills Cereals, LLC   $ 251.5
Preferred distributions variable rate   three-month Term SOFR
Preferred distributions, basis spread on variable rate 2.61%  
Preferred return rate adjustment period 3 years  
v3.24.3
Stockholders' Equity (Schedule Of Total Comprehensive Income (Loss) (Details) - USD ($)
$ in Millions
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Other comprehensive (loss) income, net of tax:    
Foreign currency translation $ (61.9) $ (18.1)
Other fair value changes:    
Hedge derivatives (6.0) (2.3)
Reclassification to earnings:    
Hedge derivatives 0.0 0.2
Amortization of losses and prior service costs 11.6 9.1
Other comprehensive (loss) income, net of tax (56.3) (11.1)
Comprehensive Income:    
Net earnings, including earnings attributable to noncontrolling interests 579.9 673.5
Net earnings attributable to noncontrolling interests 3.7 6.8
Total comprehensive income attributable to General Mills 523.1 662.3
General Mills [Member]    
Other comprehensive income (loss), before tax:    
Foreign currency translation (93.9) (22.0)
Other fair value changes:    
Hedge derivatives (7.5) (2.7)
Reclassification to earnings:    
Hedge derivatives (0.4) (1.3)
Amortization of losses and prior service costs 14.5 11.5
Other comprehensive (loss) income, before tax (87.3) (14.5)
Other comprehensive (loss) income, tax:    
Foreign currency translation 31.5 3.8
Other fair value changes:    
Hedge derivatives 1.5 0.4
Reclassification to earnings:    
Hedge derivatives 0.4 1.5
Amortization of losses and prior service costs (2.9) (2.4)
Other comprehensive (loss) income, tax 30.5 3.3
Other comprehensive (loss) income, net of tax:    
Foreign currency translation (62.4) (18.2)
Other fair value changes:    
Hedge derivatives (6.0) (2.3)
Reclassification to earnings:    
Hedge derivatives 0.0 0.2
Amortization of losses and prior service costs 11.6 9.1
Other comprehensive (loss) income, net of tax (56.8) (11.2)
Comprehensive Income:    
Net earnings, including earnings attributable to noncontrolling interests 579.9 673.5
Total comprehensive income attributable to General Mills 523.1 662.3
Noncontrolling Interests [Member]    
Other comprehensive (loss) income, net of tax:    
Foreign currency translation 0.5 0.1
Other fair value changes:    
Hedge derivatives 0.0 0.0
Reclassification to earnings:    
Hedge derivatives 0.0 0.0
Amortization of losses and prior service costs 0.0 0.0
Other comprehensive (loss) income, net of tax 0.5 0.1
Comprehensive Income:    
Net earnings attributable to noncontrolling interests 3.7 6.8
Total comprehensive income attributable to noncontrolling interests $ 4.2 $ 6.9
v3.24.3
Stockholders' Equity (Schedule Of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Millions
Aug. 25, 2024
May 26, 2024
Accumulated Other Comprehensive Income (Loss), Net of Tax:    
Foreign currency translation adjustments $ (857.7) $ (795.3)
Unrealized (loss) gain from hedge derivatives (5.8) 0.2
Pension, other postretirement, and postemployment benefits:    
Net actuarial loss (1,790.8) (1,806.3)
Prior service credits 77.8 81.7
Accumulated other comprehensive loss $ (2,576.5) $ (2,519.7)
v3.24.3
Stock Plans (Narrative) (Details)
$ in Millions
3 Months Ended
Aug. 25, 2024
USD ($)
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]  
Unrecognized compensation expense related to non-vested stock options, restricted stock units, and performance share units $ 185.9
Unrecognized compensation expense on non-vested awards, weighted average period of recognition 26 months
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Abstract]  
Fair Value Assumptions Method Used We estimate the fair value of each option on the grant date using a Black-Scholes option-pricing model, which requires us to make predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We also have considered, but did not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than 6 months, is insufficient to provide a reliable measure of expected volatility. Our method of selecting the other valuation assumptions is explained in Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 26, 2024.
v3.24.3
Stock Plans (Schedule Of Compensation Expense Related To Stock-Based Payments) (Details) - USD ($)
$ in Millions
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Compensation expense related to stock-based payments $ 20.3 $ 35.3
Windfall tax benefits from stock-based payments $ 2.8 $ 8.4
v3.24.3
Stock Plans (Net Cash Proceeds And Intrinsic Value Of Options Exercised) (Details) - USD ($)
$ in Millions
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Stock Plans [Abstract]    
Net cash proceeds $ 9.4 $ 4.5
Intrinsic value of options exercised $ 1.9 $ 2.1
v3.24.3
Stock Plans (Schedule Of Estimated Fair Value Of Stock Options Granted And The Assumptions Used For The Black-Scholes Option-Pricing Model) (Details) - $ / shares
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Stock Plans [Abstract]    
Estimated fair values of stock options granted $ 13.20 $ 17.47
Assumptions:    
Risk-free interest rate 4.50% 4.00%
Expected term 8 years 6 months 8 years 6 months
Expected volatility 21.60% 21.40%
Dividend yield 3.80% 2.80%
v3.24.3
Stock Plans (Schedule Of Grant Date Fair Value Of Restricted Stock Unit Awards Activity) (Details) - USD ($)
$ in Millions
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Stock Plans [Abstract]    
Total grant date fair value $ 90.8 $ 104.8
v3.24.3
Earnings Per Share (Schedule Of Basic And Diluted EPS And Stock Options And Restricted Units Not Dilutive) (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Net earnings attributable to General Mills $ 579.9 $ 673.5
Average number of common shares - basic EPS 560.5 586.3
Average number of common shares - diluted EPS 563.8 591.4
Earnings per share - basic $ 1.03 $ 1.15
Earnings per share - diluted $ 1.03 $ 1.14
Other Disclosures [Abstract]    
Anti-dilutive stock options, restricted stock units, and performance share units 4.4 1.6
Stock options [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Incremental share effect 1.5 2.8
Restricted stock units and performance share units [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Incremental share effect 1.8 2.3
v3.24.3
Share Repurchases (Share Repurchases) (Details) - USD ($)
shares in Millions, $ in Millions
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Share Repurchases [Abstract]    
Shares of common stock 4.5 6.4
Aggregate purchase price $ 302.2 $ 504.7
v3.24.3
Statements of Cash Flows (Consolidated Statements of Cash Flows) (Details) - USD ($)
$ in Millions
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Statements Of Cash Flows [Abstract]    
Net cash interest payments $ 83.7 $ 83.9
Net income tax payments $ 18.7 $ 13.7
v3.24.3
Retirement And Postemployment Benefits (Components Of Net Periodic Benefit Expense(Income)) (Details) - USD ($)
$ in Millions
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Defined Benefit Pension Plans [Member]    
Components of Net Periodic Benefit Cost [Abstract]    
Service cost $ 13.0 $ 14.2
Interest cost 76.7 74.2
Expected return on plan assets (105.0) (102.9)
Amortization of losses (gains) 25.1 21.5
Amortization of prior service costs (credits) 0.3 0.4
Other adjustments 0.0 0.0
Net expense (income) 10.1 7.4
Other Postretirement Benefit Plans [Member]    
Components of Net Periodic Benefit Cost [Abstract]    
Service cost 1.1 1.2
Interest cost 5.3 5.3
Expected return on plan assets (9.0) (8.7)
Amortization of losses (gains) (5.2) (5.1)
Amortization of prior service costs (credits) (5.5) (5.4)
Other adjustments 0.0 0.0
Net expense (income) (13.3) (12.7)
Postemployment Benefit Plans [Member]    
Components of Net Periodic Benefit Cost [Abstract]    
Service cost 1.8 1.8
Interest cost 1.0 1.0
Expected return on plan assets 0.0 0.0
Amortization of losses (gains) 0.1 0.0
Amortization of prior service costs (credits) (0.3) 0.1
Other adjustments 2.6 2.6
Net expense (income) $ 5.2 $ 5.5
v3.24.3
Business Segment And Geographic Information (Operating Segment Results) (Details) - USD ($)
$ in Millions
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Segment Reporting Information [Line Items]    
Net sales $ 4,848.1 $ 4,904.7
Restructuring, impairment, and other exit costs 2.2 1.2
Operating profit 831.5 930.0
Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Net sales 4,845.9 4,904.7
Operating profit 957.5 1,018.5
Unallocated Corporate Items [Member]    
Segment Reporting Information [Line Items]    
Operating profit 123.8 87.3
North America Retail [Member] | Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Net sales 3,016.6 3,073.0
Operating profit 745.7 798.2
U.S. Meals & Baking Solutions [Member] | Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Net sales 946.3 941.9
U.S. Snacks [Member] | Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Net sales 910.5 954.5
U.S. Morning Foods [Member] | Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Net sales 902.9 927.8
Canada [Member] | Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Net sales 256.9 248.8
International [Member] | Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Net sales 717.0 715.8
Operating profit 20.9 50.0
North America Pet [Member] | Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Net sales 576.1 579.9
Operating profit 119.4 111.2
North America Foodservice [Member] | Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Net sales 536.2 536.0
Operating profit 71.5 59.1
Corporate and Other [Member]    
Segment Reporting Information [Line Items]    
Net sales $ 2.2 $ 0.0
v3.24.3
Business Segment And Geographic Information (Net Sales By Class Of Similar Products) (Details) - USD ($)
$ in Millions
3 Months Ended
Aug. 25, 2024
Aug. 27, 2023
Product Information [Line Items]    
Net sales $ 4,848.1 $ 4,904.7
Snacks [Member]    
Product Information [Line Items]    
Net sales 1,106.8 1,136.7
Cereal [Member]    
Product Information [Line Items]    
Net sales 793.1 817.9
Convenient meals [Member]    
Product Information [Line Items]    
Net sales 678.9 665.5
Dough [Member]    
Product Information [Line Items]    
Net sales 517.8 534.9
Pet [Member]    
Product Information [Line Items]    
Net sales 604.6 579.9
Baking mixes and ingredients [Member]    
Product Information [Line Items]    
Net sales 457.1 466.5
Yogurt [Member]    
Product Information [Line Items]    
Net sales 371.9 368.4
Super-premium ice cream [Member]    
Product Information [Line Items]    
Net sales 212.9 224.0
Other [Member]    
Product Information [Line Items]    
Net sales $ 105.0 $ 110.9
v3.24.3
Insider Trading Arrangements (Details)
3 Months Ended
Aug. 25, 2024
shares
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted true
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Terminated false
Name Jeffrey L. Harmening
Title Chairman and Chief Executive Officer
Adoption Date July 24, 2024
Aggregate Available 57,879

General Mills (NYSE:GIS)
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