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

Our success depends in part on our ability to anticipate the tastes, ~~and~~ eating habits, and purchasing behaviors of consumers and to offer products that appeal to their ~~preferences.~~preferences in channels where they shop. Consumer preferences and category-level consumption may change from time to time and can be affected by a number of different trends and other factors. If we fail to anticipate, identify or react to these changes and trends, such as adapting to emerging e-commerce channels, or to introduce new and improved products on a timely basis, we may experience reduced demand for our products, which would in turn cause our revenues and profitability to suffer. Similarly, demand for our products could be affected by consumer concerns regarding the health effects of ingredients such as sodium, trans fats, genetically modified organisms, sugar, processed wheat, grain-free or legume-rich pet food, or other product ingredients or attributes.

We may be unable to grow our market share or add products that are in fastergrowing and more profitable categories.

The food industry’s growth potential is constrained by population growth. Our success depends in part on our ability to grow our business faster than populations are growing in the markets that we serve. One way to achieve that growth is to enhance our portfolio by adding innovative new products in faster growing and more profitable categories. Our future results will also depend on our ability to increase market share in our existing product categories. If we do not succeed in developing innovative products for new and existing categories, our growth ~~may slow, which~~and profitability could be adversely ~~affect our profitability.~~

affected.

Economic downturns could limit consumer demand for our products.

The willingness of consumers to purchase our products depends in part on local economic conditions. In periods of economic uncertainty, consumers may purchase more generic, private label, and other economy brands and may forego certain purchases altogether. In those circumstances, we could experience a reduction in sales of higher margin products or a shift in our product mix to lower margin offerings. In addition, as a result of economic conditions or competitive actions, we may be unable to raise our prices sufficiently to protect margins. Consumers may also reduce the amount of food that they consume away from home at customers that purchase products from our Convenience Stores ~~and~~& Foodservice segment. Any of these events could have an adverse effect on our results of operations.

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

Our results may be negatively impacted if consumers do not maintain their favorable perception of our brands.

Maintaining and continually enhancing the value of our many iconic brands is critical to the success of our business. The value of our brands is based in large part on the degree to which consumers react and respond positively to these brands. Brand value could diminish significantly due to a number of factors, including consumer perception that we have acted in an irresponsible manner, adverse publicity about our products, our failure to maintain the quality of our products, the failure of our products to deliver consistently positive consumer experiences, concerns about food safety, or our products becoming unavailable to consumers. Consumer demand for our products may also be impacted by changes in the level of advertising or promotional support. The ~~growing~~ use of social and digital media by consumers, us, and third parties increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about us, our brands, or our products on social or digital media could seriously damage our brands and reputation. If we do not maintain the favorable perception of our brands, our business results could be negatively impacted.

Our international operations are subject to political and economic risks.

In fiscal ~~2016, 28~~2020, 24 percent of our consolidated net sales were generated outside of the United States. We are accordingly subject to a number of risks relating to doing business internationally, any of which could significantly harm our business. These risks include:

political and economic instability;

exchange controls and currency exchange rates;

tariffs on products and ingredients that we import and export;

nationalization or government control of operations;

compliance with anti-corruption regulations;

uncertainty relating to the impact of the United Kingdom’s exit from the European Union;

foreign tax treaties and policies; and

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

Our financial performance on a U.S. dollar denominated basis is subject to fluctuations in currency exchange rates. These fluctuations could cause material variations in our results of operations. Our principal exposures are to the Australian dollar, Brazilian real, British pound sterling, Canadian dollar, Chinese renminbi, euro, Japanese yen, Mexican peso, and Swiss franc. From time to time, we enter into agreements that are intended to reduce the effects of our exposure to currency fluctuations, but these agreements may not be effective in significantly reducing our exposure.

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

New regulations or regulatory-based claims could adversely affect our business.

Our facilities and products are subject to many laws and regulations administered by the United States Department of Agriculture, the Federal Food and Drug Administration, the Occupational Safety and Health Administration, and other federal, state, local, and foreign governmental agencies relating to the production, packaging, labelling, storage, distribution, quality, and safety of food products and the health and safety of our employees. Our failure to

comply with such laws and regulations could subject us to lawsuits, administrative penalties, and civil remedies, including fines, injunctions, and recalls of our products. We advertise our products and could be the target of claims relating to alleged false or deceptive advertising under federal, state, and foreign laws and regulations. We may also be subject to new laws or regulations restricting our right to advertise our products, including ~~proposals~~restrictions on the audience to ~~limit advertising to children.~~whom products are marketed. Changes in laws or regulations that impose additional regulatory requirements on us could increase our cost of doing business or restrict our actions, causing our results of operations to be adversely affected.

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

We are subject to various federal, state, local, and foreign environmental laws and regulations. Our failure to comply with environmental laws and regulations could subject us to lawsuits, administrative penalties, and civil remedies. We are currently party to a variety of environmental remediation obligations. Due to regulatory complexities, uncertainties inherent in litigation, and the risk of unidentified contaminants on current and former properties of ours, the potential exists for remediation, liability, indemnification, and compliance costs to differ from our estimates. We cannot guarantee that our costs in relation to these matters, or compliance with environmental laws in general, will not exceed our established liabilities or otherwise have an adverse effect on our business and results of operations.

We have a substantial amount of indebtedness, which could limit financing and other options and in some cases adversely affect our ability to pay dividends.

As of May ~~29, 2016,~~31, 2020, we had total debt, redeemable interests, and noncontrolling interests of ~~$9.6~~$14.4 billion. The agreements under which we have issued indebtedness do not prevent us from incurring additional unsecured indebtedness in the future. Our level of indebtedness may limit our:

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

flexibility to adjust to changing business and market conditions and may make us more vulnerable to a downturn in general economic conditions.

There are various financial covenants and other restrictions in our debt instruments and noncontrolling interests. If we fail to comply with any of these requirements, the related indebtedness, ~~(and~~and other unrelated ~~indebtedness)~~indebtedness, could become due and payable prior to its stated maturity and our ability to obtain additional or alternative financing may also be adversely affected.

Our ability to make scheduled payments on or to refinance our debt and other obligations will depend on our operating and financial performance, which in turn is subject to prevailing economic conditions and to financial, business, and other factors beyond our control.

Global capital and credit market issues could negatively affect our liquidity,increase our costs of borrowing, and disrupt the operations of our suppliersand customers.

We depend on stable, liquid, and well-functioning capital and credit markets to fund our operations. Although we believe that our operating cash flows, financial assets, access to capital and credit markets, and revolving credit agreements will permit us to meet our financing needs for the foreseeable future, there can be no assurance that future volatility or disruption in the capital and credit markets will not impair our liquidity or increase our costs of borrowing. We also utilize interest rate derivatives to reduce the volatility of our financing costs. If we are not effective in hedging this volatility, we may experience an increase in our costs of borrowing. Our business could also be negatively impacted if our suppliers or customers experience disruptions resulting from tighter capital and credit markets or a slowdown in the general economy.

The COVID-19 pandemic has increased volatility and pricing in the capital markets. We may not have access to preferred sources of liquidity when needed or on terms we find acceptable, and our borrowing costs could increase. An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets may have a negative effect on our derivative counterparties and could impair our banking or other business partners, on whom we rely for access to capital and as counterparties to our derivative contracts.

From time to time, we issue variable rate securities based on interbank offered rates (IBORs) and enter into interest rate swaps that contain a variable element based on an IBOR. There is currently uncertainty whether certain IBORs will continue to be available after 2021. If certain IBORs cease to be available, we may need to amend affected agreements, and we cannot predict what alternative index would be negotiated with our counterparties and security holders. As a result, our interest expense could increase and our available cash flow for general corporate requirements may be adversely affected.

Volatility in the securities markets, interest rates, and other factors could substantially increase our defined benefitpension, other postretirement benefit, and postemployment benefit costs.

We sponsor a number of defined benefit plans for employees in the United States, Canada, and various foreign locations, including defined benefit pension, retiree health and welfare, severance, and other postemployment plans. Our major defined benefit pension plans are funded with trust assets invested in a globally diversified portfolio of

securities and other investments. Changes in interest rates, mortality rates, health care costs, early retirement rates, investment returns, and the market value of plan assets can affect the funded status of our defined benefit plans and cause volatility in the net periodic benefit cost and future funding requirements of the plans. A significant increase in our obligations or future funding requirements could have a negative impact on our results of operations and cash flows from operations.

Our business operations could be disrupted if our information technology systems fail to perform adequately or are breached.

Information technology serves an important role in the efficient and effective operation of our business. We rely on information technology networks and systems, including the internet, to process, transmit, and store electronic information to manage a variety of business processes and to comply with regulatory, legal, and tax requirements. Our information technology systems and infrastructure are critical to effectively manage our key business processes including digital marketing, order entry and fulfillment, supply chain management, finance, administration, and other business processes. These technologies enable internal and external communication among our locations, employees, suppliers, customers, and others and include the receipt and storage of personal information about our employees, consumers, and proprietary business information. Our information technology systems, some of which are dependent on services provided by third parties, may be vulnerable to damage, interruption, or shutdown due to any number of causes such as catastrophic events, natural disasters, fires, power outages, systems failures, telecommunications failures, security breaches, computer viruses, hackers, employee error or malfeasance, and other causes. Increased cyber-security threats pose a potential risk to the security and viability of our information technology systems, as well as the confidentiality, integrity, and availability of the data stored on those systems. The failure of our information technology systems to perform as we anticipate could disrupt our business and result in transaction errors, processing inefficiencies, data loss, legal claims or proceedings, regulatory penalties, and the loss of sales and customers. Any interruption of our information technology systems could have operational, reputational, legal, and financial impacts that may have a material adverse effect on our business.

A change in the assumptions regarding the future performance of our businesses or a different weighted-average cost of capital used to value our reporting units or our indefinite-lived intangible assets could negatively affect our consolidated results of operations and net worth.

As of May ~~29, 2016,~~31, 2020, we had ~~$12.9~~$20.5 billion of goodwill and indefinite-lived intangible assets. Goodwill for each of our reporting units is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. We compare the carrying value of the ~~net assets of a~~ reporting unit, including goodwill, to the fair value of the reporting unit. If the fair value ~~of the net assets~~ of the reporting unit is less than the ~~net assets~~carrying value of the reporting unit, including goodwill, impairment has occurred. Our estimates of fair value are determined based on a discounted cash flow model. Growth rates for sales and profits are determined using inputs from our long-range planning process. We also make estimates of discount rates, perpetuity growth assumptions, market comparables, and other factors. If current expectations for growth rates for sales and profits are not met, or other market factors and macroeconomic conditions that could be affected by the COVID-19 pandemic or otherwise were to change, then our reporting units could become significantly impaired. Our Europe & Australia reporting unit had experienced declining business performance, and we continue to monitor this business. While we currently believe that our goodwill is not impaired, different assumptions regarding the future performance of our businesses could result in significant impairment losses.

We evaluate the useful lives of our intangible assets, primarily intangible assets associated with theBlue Buffalo, Pillsbury,Totino’s,Progresso,Yoplait,Old El Paso,Yoki,Häagen-Dazs, andAnnie’sbrands, to determine if they are finite or indefinite-lived. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, known technological advances, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required maintenance expenditures, and the expected lives of other related groups of assets.

Our indefinite-lived intangible assets are also tested for impairment annually and whenever events or changes in circumstances indicate that ~~their carrying value~~impairment may ~~not be recoverable.~~have occurred. Our estimate of the fair value of the brands is based on a discounted cash flow model using inputs including projected revenues from our long-range plan, assumed royalty rates which could be payable if we did not own the brands, and a discount rate. If current expectations for growth rates for sales and margins are not met, or other market factors and macroeconomic conditions that could be affected by the COVID-19 pandemic or otherwise were to change, then our indefinite-lived intangible assets could become significantly impaired. Our~~Uncle Toby’s~~Pillsbury and~~Mountain High~~Progresso brands ~~have~~had experienced declining business ~~performance. Our strategies for fiscal 2017~~performance, and fiscal 2018 will focus our growth investments on our brands and platforms with the strongest profitable growth potential. As a result, certain parts of our U.S. Retail segment could experience reduced future sales projections. We

~~performed a sensitivity analysis for certain brand intangible assets and determined that, while not impaired as of May 29, 2016, the~~~~Progresso~~ ~~and~~~~Food Should Taste Good~~ ~~brands had risk of decreasing coverage. We will~~we continue to monitor these businesses.

For further information on goodwill and intangible assets, please refer to Note 6 to the Consolidated Financial Statements in Item 8 of this report.

Our failure to successfully integrate acquisitions into our existing operations could adversely affect our financial results.

From time to time, we evaluate potential acquisitions or joint ventures that would further our strategic objectives. Our success depends, in part, upon our ability to integrate acquired and existing operations. If we are unable to successfully integrate acquisitions, our financial results could suffer. Additional potential risks associated with acquisitions include additional debt leverage, the loss of key employees and customers of the acquired business, the assumption of unknown liabilities, the inherent risk associated with entering a geographic area or line of business in which we have no or limited prior experience, failure to achieve anticipated synergies, and the impairment of goodwill or other acquisition-related intangible assets.

~~ITEM 1B~~

~~Unresolved Staff Comments~~

~~None.~~

~~ITEM 2~~

~~Properties~~

ITEM 1B - Unresolved Staff Comments

None.

ITEM 2 - Properties

We own our principal executive offices and main research facilities, which are located in the Minneapolis, Minnesota metropolitan area. We operate numerous manufacturing facilities and maintain many sales and administrative offices, warehouses, and distribution centers around the world.

As of May ~~29, 2016,~~31, 2020, we operated 5947 facilities for the production of a wide variety of food products. Of these facilities, 3024 are located in the United States (1 of which is leased), 4 in the Greater China region, 21 in the Asia/Middle East/Africa Region, 2 in Canada (1 of which is leased), ~~4 in Canada (2 of which are leased), 10~~8 in Europe/Australia, and 98 in Latin America and Mexico. The following is a list of the locations of our principal production facilities, which primarily support the segment noted:

North America Retail
~~U.S. Retail~~
• St. Hyacinthe, Canada	• Irapuato, Mexico	• Buffalo, New York
• ~~Carson, California~~Covington, Georgia	• Reed City, Michigan	• ~~Buffalo, New York~~Cincinnati, Ohio
• ~~Covington, Georgia~~Belvidere, Illinois	• Fridley, Minnesota	• ~~Cincinnati,~~Wellston, Ohio
• ~~Belvidere,~~Geneva, Illinois	• Hannibal, Missouri	• ~~Wellston, Ohio~~Murfreesboro, Tennessee
• Cedar Rapids, Iowa	~~• Vineland, New Jersey~~	~~• Murfreesboro, Tennessee~~
~~• Irapuato, Mexico~~	• Albuquerque, New Mexico	• Milwaukee, Wisconsin

Convenience Stores & Foodservice

~~International~~ • Chanhassen, Minnesota		• Joplin, Missouri

Europe & Australia

• ~~Mt. Waverly,~~Rooty Hill, Australia	• Le Mans, France	• Inofita, Greece
• Arras, France	• Moneteau, France	• San Adrian, Spain
• Labatut, France	• Vienne, France

Asia & Latin America

• Cambara, Brazil	• Recife, Brazil	• Shanghai, China
• Campo Novo do Pareceis, Brazil	• Ribeirao Claro, Brazil	• Nashik, India
• Nova Prata, Brazil	• Guangzhou, China
• Paranavai, Brazil	• Nanjing, China
• Pouso Alegre, Brazil	~~• Labatut, France~~
~~• Rooty Hill, Australia~~	~~• St. Hyacinthe, Canada~~	~~• Le Mans, France~~
~~• Sao Bernardo do Campo, Brazil~~	~~• Guangzhou, China~~	~~• Moneteau, France~~
~~• Cambara, Brazil~~	~~• Kunshan, China~~	~~• Vienne, France~~
~~• Marilia, Brazil~~	• Sanhe, China	~~• Anseong-si, Korea~~

Pet
~~• Nova Prata, Brazil~~	~~• Shanghai, China~~	~~• San Adrian, Spain~~
~~• Paranavai, Brazil~~	~~• Arras, France~~

~~Convenience Stores and Foodservice~~
~~• Chanhassen, Minnesota~~ • Joplin, Missouri
• ~~Martel, Ohio~~Richmond, Indiana

We operate numerous grain elevators in the United States in support of our domestic manufacturing activities. We also utilize approximately 1215 million square feet of warehouse and distribution space, nearly all of which is leased, that primarily supports our ~~U.S.~~North America Retail segment. We own and lease a number of dedicated sales and administrative offices around the world, totaling approximately 3 million square feet. We have additional warehouse, distribution, and office space in our plant locations.

As part of our Häagen-Dazs business in our ~~International segment,~~Europe & Australia and Asia & Latin America segments, we operate ~~530~~500 (all leased) and franchise ~~344~~358 branded ice cream parlors in various countries around the world, all outside of the United States and Canada.

~~ITEM 3~~

~~Legal Proceedings~~

ITEM 3 - Legal Proceedings

We are the subject of various pending or threatened legal actions in the ordinary course of our business. All such matters are subject to many uncertainties and outcomes that are not predictable with assurance. In our opinion, there were no claims or litigation pending as of May ~~29, 2016,~~31, 2020, that were reasonably likely to have a material adverse effect on our consolidated financial position or results of operations. See the information contained under the section entitled “Environmental Matters” in Item 1 of this report for a discussion of environmental matters in which we are involved.

~~ITEM 4~~

~~Mine Safety Disclosures~~

~~None.~~

ITEM 4 - Mine Safety Disclosures

None.

PART II

~~ITEM 5~~

~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~

ITEM 5 - Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange under the symbol “GIS.” On June ~~13, 2016,~~15, 2020, there were approximately ~~32,000~~27,000 record holders of our common stock. ~~Information regarding the market prices for our common stock and dividend payments for the two most recent fiscal years is set forth in Note 18 to the Consolidated~~

ITEM 6 - Selected Financial ~~Statements in Item 8 of this report.~~Data

~~The following table sets forth information with respect to shares of our common stock that we purchased during the fiscal quarter ended May 29, 2016:~~

Period
Total Number
of Shares
Purchased (a)
   Average
Price Paid
Per Share
Total Number of
Shares Purchased as
Part of a Publicly
Announced Program (b)
   Maximum Number of
Shares that may yet be
Purchased Under the
Program (b)
February 29, 2016-

April 3, 2016
   1,930       $ 59.37       1,930       75,871,561
April 4, 2016-

May 1, 2016
   13,035       64.96       13,035       75,858,526
May 2, 2016-

May 29, 2016
   63,197       61.75       63,197       75,795,329
Total
   78,162       $ 62.23       78,162       75,795,329

~~(a)~~

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

~~(b)~~

On May 6, 2014, our Board of Directors approved an authorization for the repurchase of up to 100,000,000 shares of our common stock. Purchases can be made in the open market or in privately negotiated transactions, including the use of call options and other derivative instruments, Rule 10b5-1 trading plans, and accelerated repurchase programs. The Board did not specify an expiration date for the authorization.

~~ITEM 6~~ ~~Selected Financial Data~~

The following table sets forth selected financial data for each of the fiscal years in the five-year period ended May ~~29, 2016:~~31, 2020:

   Fiscal Year
In Millions, Except Per Share Data, Percentages and Ratios    2016 2015 (a) 2014 2013 2012
Operating data:

Net sales
   $ 16,563.1    $ 17,630.3    $ 17,909.6    $ 17,774.1    $ 16,657.9
Gross margin (b)
   5,829.5    5,949.2    6,369.8    6,423.9    6,044.7
Selling, general, and administrative expenses
   3,118.9    3,328.0    3,474.3    3,552.3    3,380.7
Operating profit
   2,707.4    2,077.3    2,957.4    2,851.8    2,562.4
Total segment operating profit (c)
   2,999.5    3,035.0    3,153.9    3,222.9    3,011.6
Net earnings attributable to General Mills
   1,697.4    1,221.3    1,824.4    1,855.2    1,567.3
Advertising and media expense
   754.4    823.1    869.5    895.0    913.7
Research and development expense
   222.1    229.4    243.6    237.9    245.4
Average shares outstanding:

Diluted
   611.9    618.8    645.7    665.6    666.7
Earnings per share:

Diluted
   $ 2.77    $ 1.97    $ 2.83    $ 2.79    $ 2.35
Diluted, excluding certain items affecting comparability (c)
   $ 2.92    $ 2.86    $ 2.82    $ 2.72    $ 2.56
Operating ratios:

Gross margin as a percentage of net sales
   35.2 % 33.7 % 35.6 % 36.1 % 36.3 %
Selling, general, and administrative expenses as a
percentage of net sales
   18.8 % 18.9 % 19.4 % 20.0 % 20.3 %
Operating profit as a percentage of net sales
   16.3 % 11.8 % 16.5 % 16.0 % 15.4 %
Adjusted operating profit as a percentage of net sales (b) (c)
   16.8 % 15.9 % 16.2 % 16.3 % 16.7 %
Total segment operating profit as a percentage of net sales (c)
   18.1 % 17.2 % 17.6 % 18.1 % 18.1 %
Effective income tax rate
   31.4 % 33.3 % 33.3 % 29.2 % 32.1 %
Return on average total capital (b)
   12.9 % 9.1 % 12.5 % 13.4 % 12.8 %
Adjusted return on average total capital (b) (c)
   11.3 % 11.2 % 11.6 % 12.0 % 12.7 %
Balance sheet data:

Land, buildings, and equipment
   $ 3,743.6    $ 3,783.3    $ 3,941.9    $ 3,878.1    $ 3,652.7
Total assets
   21,712.3    21,832.0    23,044.7    22,505.7    21,014.8
Long-term debt, excluding current portion
   7,057.7    7,575.3    6,396.6    5,901.8    6,139.5
Total debt (b)
   8,430.9    9,191.5    8,758.9    7,944.8    7,407.2
Cash flow data:

Net cash provided by operating activities
   $ 2,629.8    $ 2,542.8    $ 2,541.0    $ 2,926.0    $ 2,407.2
Capital expenditures
   729.3    712.4    663.5    613.9    675.9


Free cash flow (b) (c)
   1,900.5    1,830.4    1,877.5    2,312.1    1,731.3
Fixed charge coverage ratio (b)
   7.40    5.54    8.04    7.62    6.26
Operating cash flow to debt ratio (b)
   31.2 % 27.7 % 29.0 % 36.8 % 32.5 %
Share data:

Low stock price
   $ 54.12    $ 48.86    $ 46.86    $ 37.55    $ 34.95
High stock price
   65.36    57.14    54.40    50.93    41.05
Closing stock price
   62.87    56.15    53.81    48.98    39.08
Cash dividends per common share
   1.78    1.67    1.55    1.32    1.22

~~(a)~~

~~Fiscal 2015 was a 53-week year; all other fiscal years were 52 weeks.~~

~~(b)~~

~~See “Glossary” in Item 8 of this report for definition.~~

~~(c)~~

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

	Fiscal Year
In Millions, Except Per Share Data, Percentages and Ratios		2020 (a)		2019		2018		2017		2016
Operating data:
Net sales	$	17,626.6	$	16,865.2	$	15,740.4	$	15,619.8	$	16,563.1
Gross margin (b) (d)		6,129.9		5,756.8		5,435.6		5,567.8		5,843.3
Selling, general, and administrative expenses (d)		3,151.6		2,935.8		2,850.1		2,888.8		3,141.4
Operating profit (d)		2,953.9		2,515.9		2,419.9		2,492.1		2,719.1
Net earnings attributable to General Mills		2,181.2		1,752.7		2,131.0		1,657.5		1,697.4
Advertising and media expense		691.8		601.6		575.9		623.8		754.4
Research and development expense		224.4		221.9		219.1		218.2		222.1
Average shares outstanding:
Diluted		613.3		605.4		585.7		598.0		611.9
Earnings per share:
Diluted	$	3.56	$	2.90	$	3.64	$	2.77	$	2.77
Adjusted diluted (b) (c)	$	3.61	$	3.22	$	3.11	$	3.08	$	2.92
Operating ratios:
Gross margin as a percentage of net sales (d)		34.8%		34.1%		34.5%		35.6%		35.3%
Selling, general, and administrative expenses as a percentage of net sales (d)		17.9%		17.4%		18.1%		18.5%		19.0%
Operating profit as a percentage of net sales (d)		16.8%		14.9%		15.4%		16.0%		16.4%
Adjusted operating profit as a percentage of net sales (b) (c) (d)		17.3%		16.9%		16.6%		17.6%		16.8%
Effective income tax rate		18.5%		17.7%		2.7%		28.8%		31.4%
Balance sheet data:
Land, buildings, and equipment	$	3,580.6	$	3,787.2	$	4,047.2	$	3,687.7	$	3,743.6
Total assets		30,806.7		30,111.2		30,624.0		21,812.6		21,712.3
Long-term debt, excluding current portion		10,929.0		11,624.8		12,668.7		7,642.9		7,057.7
Total debt (b)		13,539.5		14,490.0		15,818.6		9,481.7		8,430.9
Cash flow data:
Net cash provided by operating activities (e)	$	3,676.2	$	2,807.0	$	2,841.0	$	2,415.2	$	2,764.2
Capital expenditures		460.8		537.6		622.7		684.4		729.3
Free cash flow (b)		3,215.4		2,269.4		2,218.3		1,730.8		2,034.9
Share data:
Cash dividends per common share	$	1.96	$	1.96	$	1.96	$	1.92	$	1.78

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

~~ITEM 7~~ ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~
(b)See “Glossary” in Item 8 of this report for definition.

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

(d)In fiscal 2019, we retrospectively adopted new accounting requirements related to the presentation of net periodic defined benefit pension expense, net periodic postretirement benefit expense, and net periodic postemployment benefit expense. Please see Note 2 to the Consolidated Financial Statements in Item 8 of this report.

(e)In fiscal 2018, we adopted new requirements for the accounting and presentation of stock-based payments. This resulted in the reclassification of realized windfall tax benefits and employee tax withholdings in our Consolidated Statements of Cash Flows. Please see Note 2 to the Consolidated Financial Statements in Item 8 of this report.

ITEM 7 - Management’s Discussion and Analysis of Financial Condition andResults of Operations

EXECUTIVE OVERVIEW

We are a global ~~consumer~~packaged foods company. We develop distinctive value-added food products and market them under unique brand names. We work continuously to improve our core products and to create new products that meet consumers’ evolving needs and preferences. In addition, we build the equity of our brands over time with strong consumer-directed marketing, innovative new products, and effective merchandising. We believe our brand-building strategy is the key to winning and sustaining leading share positions in markets around the globe.

Our fundamental financial goal is to generate superior returns for our shareholders over the long term. We believe achieving that ~~increases in~~goal requires us to generate a consistent balance of net sales growth, margin expansion, cash conversion, and cash return to shareholders over time.

Fiscal 2020 was a year of significant challenge and change in the external environment, and we adapted and executed to deliver strong financial results while remaining focused on the health and safety of our employees and our company purpose of making food the world loves. Prior to the outbreak of the COVID-19 pandemic, we expected to meet or exceed each of our key fiscal 2020 financial targets. The virus outbreak had a profound impact on consumer demand across our major markets, including driving an unprecedented increase in demand for food at home and a corresponding decrease in demand for away-from-home food, resulting from efforts to reduce virus transmission. After the onset of the pandemic, elevated at-home food demand accelerated net sales growth in the fourth quarter in the North America Retail segment, where a significant share of net sales comes from categories that were most impacted by at-home eating, including meals, baking, and cereal. The impact of elevated at-home demand was less pronounced in the Europe & Australia segment, reflecting its lower proportion of net sales in those categories. The Pet segment experienced increased demand early in the fourth quarter from stock-up purchasing, which partially unwound by the end of the quarter. Lower away-from-home food demand reduced growth for the Convenience Stores & Foodservice and Asia & Latin America segments. Consequently, our full-year results significantly exceeded our initial annual targets for organic net sales growth, constant-currency growth in adjusted operating profit and adjusted diluted earnings per share (EPS), and free cash flow conversion.

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

First, we accelerated our organic net sales growth rate compared to our fiscal 2019 performance, driven by strong execution to meet elevated demand during the COVID-19 pandemic, healthy levels of innovation, and a significant increase in capabilities and brand-building investment. We experienced robust growth in organic net sales in North America Retail, aided by our ability to meet the pandemic-related increase in demand for meals and baking categories during the fourth quarter, as well as consistently strong results in U.S. cereal and important improvements in U.S. snack bars and U.S. yogurt throughout the year. We exceeded our organic net sales growth goal for our Pet segment, driven by a successful expansion of BLUE into additional customer outlets and a significant increase in household penetration for the brand. Organic net sales results in our Convenience Stores & Foodservice, Europe & Australia, and Asia & Latin America segments were below fiscal 2019 levels, due to a slow start to the year in each of those segments, as well as the pandemic-related headwinds impacting Convenience Stores & Foodservice and Asia & Latin America in the second half of the year.

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

Third, we reduced our leverage. Our continued cash discipline delivered a significant reduction in core working capital and strong free cash flow conversion, ~~cash return to shareholders,~~resulting in reduced debt and ~~return on average total capital are key drivers of financial performance for our business.~~

~~Our long-term growth objectives are to consistently deliver:~~

~~low single-digit annual growth in net sales;~~

~~mid single-digit annual growth in total segment operating profit;~~

~~high single-digit annual growth in diluted EPS excluding certain items affecting comparability;~~

~~improvement in adjusted return on average total capital;~~

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

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

~~We believe that this financial performance should result in long-term value creation for shareholders.~~

~~Fiscal 2016 was~~ an important ~~step toward returning to~~decrease in our long-term growth objectives. Our U.S. Retail segment improved its operating profit performance in fiscal 2016, excluding the impact of acquisitions and divestitures, primarily the North American Green Giant business (Green Giant) divestiture and 6 incremental months of results from the acquisition of Annie’s, Inc. (Annie’s). Net sales as reported declined 5 percentage points in fiscal 2016, which included 2 percentage points of decline from the net impact of Green Giant and Annie’s and 1 percentage point of decline from a 53^rd ~~week in fiscal 2015. While net sales growth did not meet our expectations, operating profit increased 1 percent, despite the 53~~^rd week in fiscal 2015 and the net unfavorable impact of the Green Giant divestiture and Annie’s acquisition. Operating profit for the Convenience Stores and Foodservice segment increased 7 percent, driven primarily by our 6 priority product platforms. Operating results for the International segment had good growth in developed markets that was tempered by slowdowns in developing markets. International net sales as reported declined 10 percent, including 1 percentage point of decline from the divestiture of Green Giant, our Venezuela business, and our foodservice business in Argentina, but grew 3 percent on a constant-currency basis. International segment operating profit declined 15 percent and was impacted by 12 percentage points of unfavorable foreign currency exchange and slowing economic growth in China and Brazil, as well as the effect of divestitures.leverage ratio.

Our consolidated net sales for fiscal ~~2016 declined 6~~2020 rose 5 percent to ~~$16.6 billion, primarily driven by unfavorable foreign exchange, a 53~~^rd ~~week in fiscal 2015, and the net impact of acquisitions and divestitures.~~$17.6 billion. On ~~a constant-currency~~an organic basis, net sales ~~decreased 2 percent.~~increased 4 percent compared to year-ago levels. Operating profit of ~~$2.7~~$3.0 billion increased 3017 percent. ~~Total segment~~Adjusted operating profit of $3.0 billion ~~declined 1 percent and grew 1~~increased 7 percent on a constant-currency basis. Diluted EPS ~~increased 41~~of $3.56 was up 23 percent compared to ~~$2.77 per share.~~fiscal 2019 results. Adjusted diluted EPS ~~which excludes certain items affecting comparability~~ of ~~results, rose 2 percent to $2.92 per share and~~$3.61 increased 512 percent on a constant-currency ~~basis. Our return on average total capital was 12.9 percent, and return on adjusted average total capital increased 10~~ basis ~~points to 11.3 percent.~~ (See the “Non-GAAP Measures” section below for ~~discussion~~a description of total segment operating profit, adjusted diluted EPS, constant-currency net sales growth rates, constant-currency International segment net sales growth rate, constant-currency total segment operating profit growth rate, constant-currency adjusted diluted EPS growth rate, and adjusted return on average total capital, which areour use of measures not defined by generally accepted accounting principles (GAAP)).

Net cash provided by operations totaled ~~$2.6~~$3.7 billion in fiscal ~~2016 at~~2020 representing a conversion rate of ~~151~~166 percent of net earnings, including earnings attributable to redeemable and noncontrolling interests. This cash generation supported capital investments totaling ~~$729~~$461 million, and our resulting free cash flow was ~~$1.9~~$3.2 billion at a conversion rate of

~~104~~ 143 percent of adjusted net earnings, including earnings attributable to redeemable and noncontrolling interests. We also returned ~~significant~~ cash to shareholders through dividends totaling $1.2 billion and reduced total debt outstanding by $1.0 billion. Our ratio of net debt-to-operating cash flow was 3.2 in fiscal 2020, and our

net debt-to-adjusted earnings before net interest, income taxes, depreciation and amortization (net debt-to-adjusted EBITDA) ratio was 3.2, which was favorable to our fiscal 2020 target of 3.5 (See the “Non-GAAP Measures” section below for a ~~7 percent dividend increase and share repurchases totaling $607 million. Total cash returned to shareholders represented 79 percent~~description of our ~~free cash flow~~use of measures not defined by GAAP).

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

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

1)Compete effectively, everywhere we play, leading to increased brand penetration, competitive service levels, strengthened customer partnerships, and market share gains in our key categories. We expect net sales growth in fiscal 2021 will be positively impacted by superior execution as well as elevated at-home food demand, relative to the pre-pandemic period. We anticipate headwinds to fiscal 2021 net sales growth from comparisons against the 53rd week, the extra month of Pet segment results, and the pandemic-related increase in demand in the fourth quarter of fiscal 2020. Additionally, fiscal 2021 net sales growth may be negatively impacted by a potential reduction in consumers’ at-home food inventory, which has been elevated during the pandemic.

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

3)Reduce leverage to increase financial flexibility. We expect to make further progress in fiscal 2021 in reducing our net debt-to-adjusted EBITDA ratio.

We expect the largest factor impacting our fiscal 2021 performance will be relative balance of at-home versus away-from-home consumer food demand. This balance will be determined by factors such as consumers’ ability and willingness to eat in restaurants, the proportion of people working from home, the reopening of schools, and changes in consumers’ income levels. While the COVID-19 pandemic has significantly influenced each of these factors in recent months, the magnitude and duration of its future impact remains highly uncertain.

We expect consumer concerns about COVID-19 virus transmission and the recession to drive elevated demand for food at home, relative to pre-pandemic levels. We are tracking the level of virus control, the possibility of a second-wave outbreak, the availability of a vaccine, GDP growth, unemployment rates, consumer confidence, and wage growth, among other factors, to assess the likely magnitude and duration of elevated at-home food demand.

Certain terms used throughout this report are defined in a glossary in Item 8 of this report.

FISCAL 2020 CONSOLIDATED RESULTS OF OPERATIONS

Fiscal 2020 had 53 weeks compared to 52 weeks in fiscal 2019. Fiscal 2020 includes 13 months of Pet operating segment results as we changed the Pet operating segment’s reporting period from an April fiscal year end to a May fiscal year end to match our fiscal calendar. Fiscal 2019 included 12 months of Pet operating segment results.

In fiscal 2020, net sales increased 5 percent compared to last year and organic net sales increased 4 percent compared to last year. Operating profit margin of 16.8 percent was up 190 basis points from year-ago levels primarily driven by favorable net price realization and mix in fiscal 2020, impairment charges recorded for certain intangible and manufacturing assets in fiscal 2019, and the impact of the 53^rd week in fiscal 2020, partially offset by higher selling, general, and administrative (SG&A) expenses in fiscal 2020. Adjusted operating profit margin increased 40 basis points to 17.3 percent, primarily driven by favorable net price realization and mix in fiscal 2020, the impact of the 53^rd week in fiscal 2020, and the purchase accounting inventory adjustment in fiscal 2019 related to our acquisition of Blue Buffalo Products, Inc. (Blue Buffalo), partially offset by higher SG&A expenses in fiscal 2020. Diluted earnings per share of $3.56 increased 23 percent compared to fiscal 2019. Adjusted diluted earnings per share of $3.61 increased 12 percent on a constant-currency basis (see the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).

~~We recorded the following achievements related to~~

A summary of our ~~other key operating objectives~~consolidated financial results for fiscal ~~2016:~~2020 follows:

We took steps to reshape our business portfolio to drive future growth with the divestiture of our North American Green Giant vegetable business and two smaller divestures, the Venezuela canned meat business and the foodservice dough business

Fiscal 2020	In millions, except per share		Fiscal 2020 vs. Fiscal 2019		Percent of Net Sales		Constant-Currency Growth (a)
Net sales	$	17,626.6	5	%
Operating profit		2,953.9	17	%	16.8	%
Net earnings attributable to General Mills		2,181.2	24	%
Diluted earnings per share	$	3.56	23	%
Organic net sales growth rate (a)			4	%
Adjusted operating profit (a)		3,058.0	7	%	17.3	%	7	%
Adjusted diluted earnings per share (a)	$	3.61	12	%			12	%
(a) See the "Non-GAAP Measures" section below for our use of measures not defined by GAAP.

Consolidated net sales were as follows:

	Fiscal 2020		Fiscal 2020 vs. Fiscal 2019		Fiscal 2019
Net sales (in millions)	$	17,626.6	5	%	$	16,865.2
Contributions from volume growth (a)			4	pts
Net price realization and mix			2	pts
Foreign currency exchange			(1)	pt
Note: Table may not foot due to rounding
(a) Measured in tons based on the stated weight of our product shipments.

The 5 percent increase in Argentina. We also acquired EPIC Provisions LLC (Epic), broadening our product offerings in our U.S. natural and organic portfolio to include meat snacks, and we entered the growing Brazilian yogurt market through the acquisition of Laticinios Carolina Ltda. (Carolina).

~~We generated strong levels of supply chain productivity savings~~net sales in fiscal ~~2016 through our ongoing Holistic Margin Management (HMM) efforts. We also continued to execute our cost savings~~2020 reflects higher contributions from volume growth and ~~organizational initiatives during the fiscal year. We expanded Project Century, an initiative to streamline our North American distribution~~favorable net price realization and manufacturing network, to our International segment supply chain. We also initiated Project Compass, with a focus on increasing the agility and effectiveness of our International segment. Finally, we continued to realize benefits from Project Catalyst, a fiscal 2015 restructuring plan to increase organizational effectiveness and reduce overhead expense. In aggregate, the initiatives takenmix, partially offset by unfavorable foreign currency exchange. The 53^rd week in fiscal ~~2015 and 2016 generated almost $350 million in cost savings during fiscal 2016.~~

~~A detailed review~~2020 contributed 2 percentage points of ~~our fiscal 2016 performance appears below in the section titled “Fiscal 2016 Consolidated Results of Operations.”~~

With strong savings in Fiscal 2016 and visibility to further savings over the next two years, we now expect our previously announced organizational restructuring and cost-reduction initiatives, including Projects Century, Catalyst, and Compass, as well as administrative cost reductions, to generate total annual savings of $600 million by fiscal 2018. We are also undertaking further efforts to prioritize investments, reduce complexity, and streamline our operations to drive profitable sales growth. As a result, we are increasing and accelerating our adjusted operating profit margin expansion target. We expect to achieve an adjusted operating profit margin of 20 percent by fiscal 2018, an increase of 400 basis points over fiscal 2015 levels. Key drivers of margin expansion over the next two years will include:

~~Strong levels of HMM productivity gains;~~

~~Continuing savings from previously announced cost-reduction initiatives;~~

~~Increased efficiency and prioritization of commercial investments, including trade and consumer spending;~~

~~Continuing focus on complexity reduction through SKU optimization;~~

~~Further supply chain optimization; and~~

~~Continued expansion of zero-based budgeting across the business.~~

~~We will focus our fiscal 2017 and fiscal 2018 growth investments on our brands and platforms with the strongest profitable growth potential, including:~~

~~In the U.S. Retail segment – Cereal, snack bars, the natural and organic portfolio, hot snacks, Mexican products, and yogurt;~~

~~Our International segment;~~

~~In the Convenience Stores and Foodservice segment – Cereal, yogurt, snacks, frozen meals, biscuits, and baking mixes – the segment’s current Focus 6 platforms.~~

~~Net sales for these “growth” businesses, which comprise 75 percent of total company~~ net sales ~~and a similar proportion~~growth, reflecting 2 percentage points of ~~operating profit, are expected~~growth from volume. The fiscal 2020 increase in net sales growth includes approximately 3 points of net sales growth due to ~~grow at a low single-digit organic rate in fiscal 2017. In our “foundation” businesses, which comprise~~ the ~~remainder~~impact of the portfolio, we will only pursue selective growth investments and will focus on reducing SKU complexity, optimizing commercial investments, and prioritizing profitable volume while making selective Consumer First investments. We expect organic net sales to decline mid single-digits for these businesses in fiscal 2017. With this focused approach, we expect:COVID-19 pandemic.

~~Fiscal 2017~~

Components of organic net sales growth ~~ranging from flat to down~~ are shown in the following table:

Fiscal 2020 vs. Fiscal 2019
Contributions from organic volume growth (a)	2	pts
Organic net price realization and mix	2	pts
Organic net sales growth	4	pts
Foreign currency exchange	(1)	pt
Divestitures	Flat
53rd week	2	pts
Net sales growth	5	pts
Note: Table may not foot due to rounding
(a) Measured in tons based on the stated weight of our product shipments.

Organic net sales in fiscal 2020 increased 4 percent compared to fiscal ~~2016, but deliver a 6 to 8 percent~~2019, driven by increased contributions from organic volume growth and favorable organic net price realization and mix. The increase in ~~constant-currency total segment operating profit.~~

~~Fiscal 2017 adjusted operating profit margin~~organic net sales growth includes approximately 3 points of organic net sales growth due to the impact of the COVID-19 pandemic.

The disclosed impacts attributable to the COVID-19 pandemic on net sales and organic net sales were calculated based upon net sales in excess of our expectations prior to the net increase ~~by approximately 150 basis points; and~~

~~Constant-currency adjusted diluted EPS to grow 6 to 8 percent~~in demand resulting from the ~~base~~COVID-19 pandemic. The impacts disclosed are approximate and reflect our best estimate of ~~$2.92 earned~~the impact of the COVID-19 pandemic.

Cost of sales increased $388 million in fiscal ~~2016.~~

~~Our~~2020 to $11,497 million. The increase was primarily driven by a $397 million increase due to higher volume. In fiscal ~~2017 plans call for continued strong cash returns~~2020, we recorded a $19 million charge related to ~~shareholders. The current annualized dividend~~a product recall in our international Green Giant business, an $18 million increase in certain compensation and benefits expenses, and a $1 million increase attributable to product rate and mix. In fiscal 2019, we recorded a $53 million charge related to the fair value adjustment of ~~$1.92 per share is up 8 percent from~~inventory acquired in the ~~annual dividend paid~~Blue Buffalo acquisition. We recorded a $25 million net increase in cost of sales related to mark-to-market valuation of certain commodity positions and grain inventories in fiscal ~~2016. Share repurchases~~2020 compared to a net increase of $36 million in fiscal ~~2017 are expected to result in a net reduction in average diluted shares outstanding of approximately 1 to 2 percent.~~

The foregoing non-GAAP forward-looking financial measures are not reconcilable to the equivalent GAAP measure because we cannot accurately predict the excluded variables that may impact these measures.

~~Certain terms used throughout this report are defined in a glossary in Item~~2019 (please see Note 8 ~~of this report.~~

~~FISCAL 2016 CONSOLIDATED RESULTS OF OPERATIONS~~

~~Fiscal 2016 had 52 weeks compared to 53 weeks in fiscal 2015. Included in fiscal 2016 is an additional month of results from Annie’s and Yoplait SAS (please refer to Note 1~~ to the Consolidated Financial Statements in Item 8 of this ~~report)~~report for additional information).

~~Fiscal 2016 net sales declined 6 percent to $16,563 million and decreased 2 percent on a constant-currency basis.~~~~Operating profit~~ ~~of $2,707 million was 30 percent higher than fiscal 2015. Total segment operating profit was $3,000 million, 1 percent lower than fiscal 2015 and 1 percent higher on a constant-currency basis.~~ In fiscal ~~2016,~~ ~~net earnings attributable~~2020, we recorded $26 million of

restructuring charges in cost of sales compared to ~~General Mills~~ ~~were $1,697 million, up 39 percent from $1,221~~$10 million in fiscal ~~2015, and we reported~~~~diluted EPS~~2019. We also recorded $2 million of ~~$2.77~~restructuring initiative project-related costs in cost of sales in fiscal ~~2016, up 41 percent from $1.97~~2020 compared to $1 million in fiscal ~~2015. Fiscal 2016 results include restructuring-related charges, a net gain from divestitures, and gains from~~2019 (please see Note 4 to the ~~mark-to-market valuation~~Consolidated Financial Statements in Item 8 of certain commodity positions and grain inventories. Fiscal 2015 results include restructuring-related charges, an indefinite-lived intangible asset impairment charge, tax impacts from the repatriation of historical foreign earnings, losses from the mark-to-market valuation of certain commodity positions and grain inventories, integration costs resulting from the acquisition of Annie’s, and the impact of Venezuela currency devaluation. Diluted EPS excluding these items affecting comparability totaled $2.92this report for additional information).

Gross margin increased 6 percent in fiscal ~~2016, up 2~~2020 versus fiscal 2019. Gross margin as a percent ~~from $2.86 in fiscal 2015. Diluted EPS excluding certain items affecting comparability on a constant-currency~~of net sales increased 70 basis ~~increased 5~~points to 34.8 percent compared to fiscal ~~2015~~2019.

SG&A expenses increased $216 million to $3,152 million in fiscal 2020 compared to fiscal 2019. The increase in SG&A expenses primarily reflects increased compensation and benefits expenses and media and advertising expenses, partially offset by lower other consumer-related expenses. SG&A expenses as a percent of net sales in fiscal 2020 increased 50 basis points compared to fiscal 2019.

Divestitures loss totaled $30 million in fiscal 2019 from the sale of our La Salteña fresh pasta and refrigerated dough business in Argentina and the sale of our yogurt business in China.

Restructuring, impairment, and other exit costs totaled $24 million in fiscal 2020 compared to $275 million in fiscal 2019. We did not undertake any new restructuring actions in fiscal 2020. In fiscal 2019, we recorded $193 million of impairment charges related to certain brand intangible assets and a $15 million charge related to the impairment of certain manufacturing assets in our North America Retail and Asia & Latin America segments. In fiscal 2019, we also recorded $80 million of restructuring charges related to actions to drive efficiencies in targeted areas of our global supply chain. Please see Note 4 to the Consolidated Financial Statements in Item 8 of this report for additional information.

Benefit plan non-service income totaled $113 million in fiscal 2020 compared to $88 million in fiscal 2019, primarily reflecting lower interest costs (please see Note 2 to the Consolidated Financial Statements in Item 8 of this report for additional information).

Interest, net for fiscal 2020 totaled $466 million, $56 million lower than fiscal 2019, primarily driven by lower average debt levels.

Our effective tax rate for fiscal 2020 was 18.5 percent compared to 17.7 percent in fiscal 2019. The 0.8 percentage point increase was primarily due to certain nonrecurring discrete tax benefits in fiscal 2019, partially offset by the benefit from the reorganization of certain wholly-owned subsidiaries and favorable changes in earnings mix by jurisdiction in fiscal 2020. Our adjusted effective tax rate was 20.7 percent in fiscal 2020 compared to 21.8 percent in fiscal 2019 (see the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).

~~Net sales~~~~declined 6~~After-tax earnings from joint ventures increased 27 percent to ~~$16,563~~$91 million in fiscal ~~2016 from $17,630 in fiscal 2015. The components of net sales growth are shown in the following table:~~


	~~Fiscal 2016~~ ~~vs. 2015~~
~~Contributions from volume growth (a)~~		~~(3) pts~~
~~Net price realization and mix~~		~~1 pt~~
~~Foreign currency exchange~~		~~(4) pts~~
~~Net sales growth~~		~~(6) pts~~

~~(a)~~

~~Measured in tons based on the stated weight of our product shipments.~~

Net sales growth for fiscal 2016 included a 1 percent decrease from acquisitions and divestitures, primarily Green Giant and Annie’s, reflecting 2 percentage points of decline from volume (please refer to Note 3 to the Consolidated Financial Statements in Item 8 of this report). The 53^rd ~~week in fiscal 2015 contributed approximately 1 percentage point of net sales decline in fiscal 2016, reflecting 1 percentage point of decline from volume.~~

~~Cost of sales~~decreased $948 million in fiscal 2016 to $10,734 million. In fiscal 2016, product mix drove a $486 million decrease in cost of sales and lower volume drove a $369 million decrease. We recorded a $63 million net decrease in cost of sales related to mark-to-market valuation of certain commodity positions and grain inventories as described in Note 7 to the Consolidated Financial Statements in Item 8 of this report, compared to a net increase of $90 million in fiscal 2015. In fiscal 2016, we recorded $78 million of restructuring charges in cost of sales compared to $60 million in fiscal 2015. We also recorded a $3 million foreign exchange loss in cost of sales in fiscal 2015 related to Venezuela currency devaluation.

We also expect to incur approximately $109 million of restructuring initiative project-related cash costs and recorded $58 million of these costs in cost of sales in fiscal 2016 compared to $13 million in fiscal 2015 (please refer to Note 4 to the Consolidated Financial Statements in Item 8 of this report).

~~Gross margin~~~~declined 2 percent in fiscal 2016 versus fiscal 2015. Gross margin as a percent of net sales of 35 percent increased 150 basis points~~2020 compared to fiscal ~~2015.~~

~~Selling, general and administrative (SG&A) expenses~~~~decreased $209 million~~2019, primarily driven by higher net sales at CPW partially reflecting the impact of the COVID-19 pandemic in ~~fiscal 2016 versus fiscal 2015 primarily due to an 8 percent decrease in advertising and media expense, and savings from Project Catalyst, Project Compass,~~the month of March and our ~~other cost-management initiatives (please refer to Note 4 to the Consolidated Financial Statements in Item 8~~share of this report). In fiscal 2015, we recorded a $5 million charge in SG&A expenses related to Venezuela currency devaluation and $16 million of integration costs related to our acquisition of Annie’s. SG&A expenses as a percent of net sales decreased 10 basis pointslower after-tax restructuring charges compared to fiscal ~~2015.~~

~~During fiscal 2016, we recorded an $148 million~~~~divestitures gain (net)~~2019. On a constant-currency basis, after-tax earnings from ~~the sale of Green Giant, our subsidiary in Venezuela, and our foodservice business in Argentina (please refer to Note 3 of the Consolidated Financial Statements in Item 8 of this report).~~

~~Restructuring, impairment, and other exit costs~~~~totaled $151 million in fiscal 2016 compared to $544 million in fiscal 2015.~~

In fiscal 2015, we made a strategic decision to redirect certain resources supporting our Green Giant business in our U.S. Retail segment to other businesses within the segment. As a result, we recorded a $260 million impairment charge in fiscal 2015 related to the~~Green Giant~~ ~~brand intangible asset.~~

Restructuring charges recorded in restructuring, impairment, and other exit costs were $151 million in fiscal 2016 compared to $284 million in fiscal 2015. Total charges associated with our restructuring initiatives recognized in fiscal 2016 and 2015 consisted of the following:

   As Reported    Estimated
In Millions    Fiscal 2016    Fiscal 2015    Future    Total    Savings (b)
      Charge Cash    Charge Cash    Charge    Cash    Charge    Cash
Compass
   $ 54.7    $ 36.1       $ —    $ —       $ 5       $ 24       $ 60       $ 60
Total Century (a)
   182.6    34.1       181.8    12.0       75       120       439       166
Catalyst
   (7.5 ) 47.8       148.4    45.0       —       25       141       118
Combination of certain operational facilities
   —    4.5       13.9    6.5       1       2       15       12
Other
   —    0.1       (0.6 ) 0.1       —       —       —       —
Total restructuring charges (a)
   229.8    122.6       343.5    63.6       81       171       655       356
Project-related costs
   57.5    54.5       13.2    9.7       38       45       109       109
Restructuring charges and project-related costs
   $ 287.3    $ 177.1       $ 356.7    $ 73.3       $ 119       $ 216       $ 764       $ 465


Future cumulative annual savings
                     $ 600

~~(a)~~

~~Includes restructuring charges recorded in cost of sales of $78.4 million in fiscal 2016 and $59.6 million in fiscal 2015.~~

~~(b)~~

~~Cumulative annual savings estimated by fiscal 2018. Includes savings from SG&A cost reduction projects.~~

~~Please refer to Note 4 to the Consolidated Financial Statements in Item 8 of this report for more information regarding our restructuring activities.~~

~~Interest, net~~~~for fiscal 2016 totaled $304 million, $12 million lower than fiscal 2015, primarily driven by lower average debt balances, partially offset by changes in the mix of debt.~~

~~Our consolidated~~~~effective tax rate~~~~for fiscal 2016 was 31.4~~joint ventures increased 31 percent compared to 33.3 percent in fiscal 2015. The 1.9 percentage point decrease was primarily due to the unfavorable impact of our repatriation of historical foreign earnings in fiscal 2015, partially offset by non-deductible expenses related to the Green Giant divestiture in fiscal 2016. Our effective tax rate excluding certain items affecting comparability was 29.8 percent in fiscal 2016 compared to 30.5 percent in fiscal 2015 (see the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).

~~After-tax earnings from joint ventures~~for fiscal 2016 increased to $88 million compared to $84 million in fiscal 2015 primarily driven by favorable input costs in fiscal 2016, favorable product mix for Häagen-Dazs Japan, Inc. (HDJ), and lapping an impairment charge of $3 million at Cereal Partners Worldwide (CPW) in South Africa in fiscal 2015, partially offset by unfavorable foreign currency. On a constant-currency basis, after-tax earnings from joint ventures increased 12 percent (see the “Non-GAAP Measures” section below for a description of our use of these measures not defined by GAAP). The change in net sales for each joint venture is set forth in the following table:

   As Reported Constant-Currency Basis
      Fiscal 2016
vs. 2015
Fiscal 2016
vs. 2015

CPW
   (12 )% Flat
HDJ
   Flat    5
Joint Ventures
   (10 )% 1 %

The components of our joint ventures’ net sales growth are shown in the following table:


~~Fiscal 2016 vs. Fiscal 2015~~	~~CPW~~		~~HDJ~~
~~Contributions from volume growth (a)~~		~~Flat~~		~~11 pts~~
~~Net price realization and mix~~		~~Flat~~		~~(6) pts~~
~~Foreign currency exchange~~		~~(12) pts~~		~~(5) pts~~
~~Net sales growth~~		~~(12) pts~~		~~Flat~~

~~(a)~~

~~Measured in tons based on the stated weight of our product shipments.~~

Fiscal 2020 vs. Fiscal 2019	CPW		HDJ		Total
Contributions from volume growth (a)	2	pts	(11)	pts
Net price realization and mix	3	pts	7	pts
Net sales growth in constant currency	4	pts	(4)	pts	3	pts
Foreign currency exchange	(4)	pts	3	pts	(3)	pts
Net sales growth	Flat		(1)	pt	Flat
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~~increased by 78 million in fiscal ~~2016~~2020 from fiscal ~~2015~~2019 due to ~~share repurchases, partially offset by~~ option exercises.

~~FISCAL 2015 CONSOLIDATED RESULTS OF OPERATIONS~~

~~Fiscal 2015 had 53 weeks compared to 52 weeks in fiscal 2014.~~21

~~Fiscal 2015 net sales declined 2 percent to $17,630 million and increased 1 percent on a constant-currency basis.~~~~Operating profit~~ of $2,077 million was 30 percent lower than fiscal 2014. Total segment operating profit was $3,035 million, 4 percent lower than fiscal 2014 and 2 percent lower on a constant-currency basis. In fiscal 2015, ~~net earnings attributable to General Mills~~ ~~were $1,221 million, down 33 percent from $1,824 million in fiscal 2014, and we reported~~~~diluted EPS~~of $1.97 in fiscal 2015, down 30 percent from $2.83 in fiscal 2014. Fiscal 2015 results include restructuring-related charges, an indefinite-lived intangible asset impairment charge, tax impacts from the repatriation of historical foreign earnings, losses from the mark-to-market valuation of certain commodity positions and grain inventories, integration costs resulting from the acquisition of Annie’s, and the impact of Venezuela currency devaluation. Fiscal 2014 results include the impact of Venezuela currency devaluation, a gain on the divestiture of certain grain elevators, losses from the mark-to-market valuation of certain commodity positions and grain inventories, and restructuring charges related to our fiscal 2012 productivity and cost savings plan. Diluted EPS excluding these items affecting comparability totaled $2.86 in fiscal 2015, up 1 percent from $2.82 in fiscal 2014 (see the “Non-GAAP Measures” section below for a description of our use of these measures not defined by GAAP).

~~Net sales~~~~declined 2 percent to $17,630 million in fiscal 2015 from $17,910 in fiscal 2014. The components of net sales growth are shown in the following table:~~


	~~Fiscal 2015~~ ~~vs. 2014~~
~~Contributions from volume growth (a)~~		~~(1) pt~~
~~Net price realization and mix~~		~~2 pts~~
~~Foreign currency exchange~~		~~(3) pts~~
~~Net sales growth~~		~~(2) pts~~

~~(a)~~

~~Measured in tons based on the stated weight of our product shipments.~~

~~The 53~~^rd ~~week in fiscal 2015 contributed approximately 1 percentage point of net sales growth, reflecting 1 percentage point of growth from volume.~~

~~Cost of sales~~increased $141 million in fiscal 2015 to $11,681 million. In fiscal 2015, we recorded a $90 million net increase in cost of sales related to mark-to-market valuation of certain commodity positions and grain inventories, compared to a net decrease of $49 million in fiscal 2014. In fiscal 2015, we recorded $60 million of restructuring charges in cost of sales. Product mix drove a $17 million increase in cost of sales. We also recorded a $3 million foreign exchange loss in fiscal 2015 related to Venezuela currency devaluation compared to a $23 million loss in fiscal 2014. Lower volume drove a $68 million decrease in cost of sales in fiscal 2015. We recorded $13 million of restructuring initiative project-related cash costs in cost of sales in fiscal 2015.

~~Gross margin~~~~declined 7 percent in fiscal 2015 versus fiscal 2014. Gross margin as a percent of net sales of 34 percent decreased 190 basis points compared to fiscal 2014.~~

~~SG&A expenses~~decreased $146 million in fiscal 2015 versus fiscal 2014 primarily due to a 5 percent decrease in advertising and media expense, and savings from Project Catalyst and our other cost management initiatives. In fiscal 2015, we recorded a $5 million charge in SG&A expenses related to Venezuela currency devaluation compared to a $39 million charge in fiscal 2014. In addition, we recorded $16 million of integration costs in SG&A expenses in fiscal 2015 related to our acquisition of Annie’s. SG&A expenses as a percent of net sales decreased 50 basis points compared to fiscal 2014.

~~There were no divestitures in fiscal 2015. During fiscal 2014, we recorded a~~~~divestiture gain~~~~of $66 million related to the sale of certain grain elevators in our U.S. Retail segment.~~

~~Restructuring, impairment, and other exit costs~~~~totaled $544 million in fiscal 2015 compared to $4 million in fiscal 2014.~~

Restructuring charges recorded in restructuring, impairment, and other exit costs were $284 million in fiscal 2015 compared to $4 million in fiscal 2014. Total charges associated with our restructuring initiatives recognized in fiscal 2015 and 2014 consisted of the following:

   As Reported
In Millions    Fiscal 2015    Fiscal 2014
      Charge Cash    Charge    Cash
Total Century (a)
   $ 181.8    $ 12.0       $ —       $ —
Catalyst
   148.4    45.0       —       —
International
   13.9    6.5       1.0       6.0
Other
   (0.6 ) 0.1       2.6       16.4
Total restructuring charges (a)
   343.5    63.6       3.6       22.4
Project-related costs recorded in costs of sales
   13.2    9.7       —       —
Restructuring charges and project-related costs
   $ 356.7    $ 73.3       $ 3.6       $ 22.4

~~(a)~~

~~Includes $59.6 million of restructuring charges recorded in cost of sales during fiscal 2015.~~

~~Please refer to Note 4 to the Consolidated Financial Statements in Item 8 of this report for more information regarding our restructuring activities.~~

~~Interest, net~~~~for fiscal 2015 totaled $315 million, $13 million higher than fiscal 2014, primarily driven by higher average debt balances, partially offset by changes in the mix of debt.~~

~~Our consolidated~~~~effective tax rate~~for fiscal 2015 of 33.3 percent was consistent with fiscal 2014. The 4.5 percentage point impact resulting from the repatriation of $606 million of historical foreign earnings in fiscal 2015 was offset by changes in earnings mix by country, certain favorable discrete items, and favorable state tax rate changes. Our effective tax rate excluding certain items affecting comparability was 30.5 percent in fiscal 2015 compared to 32.2 percent in fiscal 2014 (see the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).

~~After-tax earnings from joint ventures~~for fiscal 2015 decreased to $84 million compared to $90 million in fiscal 2014 primarily driven by unfavorable foreign currency exchange and an asset impairment charge of $3 million at CPW in South Africa. On a constant-currency basis, after-tax earnings from joint ventures were flat (see the “Non-GAAP Measures” section below for a description of our use of this measure not defined by GAAP). The change in net sales for each joint venture is set forth in the following table:

   As Reported Constant Currency Basis
      Fiscal 2015
vs. 2014
Fiscal 2015
vs. 2014

CPW
   (10 )% (2 )%
HDJ
   (4 ) 6
Joint Ventures
   (9 )% (1 )%

~~The components of our joint ventures’ net sales growth are shown in the following table:~~


~~Fiscal 2015 vs. Fiscal 2014~~	~~CPW~~		~~HDJ~~
~~Contributions from volume growth (a)~~		~~(1) pt~~		~~(5) pts~~
~~Net price realization and mix~~		~~(1) pt~~		~~11 pts~~
~~Foreign currency exchange~~		~~(8) pts~~		~~(10) pts~~
~~Net sales growth~~		~~(10) pts~~		~~(4) pts~~

~~(a)~~

~~Measured in tons based on the stated weight of our product shipments.~~

~~Average diluted shares outstanding~~~~decreased by 27 million in fiscal 2015 from fiscal 2014 due to share repurchases.~~

RESULTS OF SEGMENT OPERATIONS

Our businesses are organized into ~~three~~five operating segments: ~~U.S.~~North America Retail; ~~International; and~~ Convenience Stores & Foodservice; Europe & Australia; Asia & Latin America; and ~~Foodservice.~~

~~In fiscal 2015,~~Pet. Fiscal 2020 includes 13 months of Pet operating segment results as we changed ~~how we assess segment~~the Pet operating ~~performance~~segment’s reporting period from an April fiscal year end to ~~exclude the asset and liability remeasurement impact from hyperinflationary economies. This impact is now~~a May fiscal year end to match our fiscal calendar. Fiscal 2019 included ~~in unallocated corporate items. All periods presented have been changed to conform to this presentation.~~12 months of results.

The following tables provide the dollar amount and percentage of net sales and operating profit from each segment for fiscal ~~years 2016, 2015,~~2020 and ~~2014:~~fiscal 2019:

   Fiscal Year
   2016 2015 2014
In Millions
   Dollars
Percent of
Total
   Dollars
Percent of
Total
   Dollars
Percent of
Total

Net Sales

U.S. Retail
   $ 10,007.1       60 % $ 10,507.0       60 % $ 10,604.9       59 %
International
   4,632.2       28    5,128.2       29    5,385.9       30
Convenience Stores and Foodservice
   1,923.8       12    1,995.1       11    1,918.8       11
Total
   $ 16,563.1       100 % $ 17,630.3       100 % $ 17,909.6       100 %

Segment Operating Profit

U.S. Retail
   $ 2,179.0       72 % $ 2,159.3       71 % $ 2,311.5       73 %
International
   441.6       15    522.6       17    535.1       17
Convenience Stores and Foodservice
   378.9       13    353.1       12    307.3       10
Total
   $ 2,999.5       100 % $ 3,035.0       100 % $ 3,153.9       100 %

		Fiscal Year
	2020				2019
In Millions	Dollars		Percent of Total		Dollars		Percent of Total
Net Sales
North America Retail	$	10,750.5	61	%	$	9,925.2	59	%
Europe & Australia		1,838.9	10			1,886.7	11
Convenience Stores & Foodservice		1,816.4	10			1,969.1	12
Pet		1,694.6	10			1,430.9	8
Asia & Latin America		1,526.2	9			1,653.3	10
Total	$	17,626.6	100	%	$	16,865.2	100	%

Segment Operating Profit
North America Retail	$	2,627.0	75	%	$	2,277.2	72	%
Europe & Australia		113.8	3			123.3	4
Convenience Stores & Foodservice		337.2	10			419.5	13
Pet		390.7	11			268.4	9
Asia & Latin America		18.7	1			72.4	2
Total	$	3,487.4	100	%	$	3,160.8	100	%

Segment operating profit as reviewed by our executive management excludes unallocated corporate items, net ~~gain~~gain/loss on divestitures, and restructuring, impairment, and other exit costs ~~because these items affecting operating profit~~that are centrally ~~managed at the corporate level and are excluded from the measure of segment profitability reviewed by our executive management.~~managed.

~~U.S.~~

NORTH AMERICA RETAIL SEGMENT

~~In fiscal 2015, we realigned certain operating units within our U.S.~~

Our North America Retail operating segment. We also changed the name of our Yoplait operating unit to Yogurt and our Big G operating unit to Cereal. Frozen Foods transitioned into Meals and Baking Products. Small Planet Foods transitioned into Snacks, Cereal, and Meals. The Yogurt operating unit was unchanged. We revised the amounts previously reported in the net sales and net sales percentage change by operating unit within our U.S. Retail segment to conform to the new operating unit structure. These realignments had no effect on previously reported consolidated net sales, operating segments’ net sales, operating profit, segment operating profit, net earnings attributable to General Mills, or EPS. In addition, results from the acquired Annie’s business are included in the Meals and Snacks operating units.

~~Our U.S. Retail~~ segment reflects business with a wide variety of grocery stores, mass merchandisers, membership stores, natural food chains, drug, dollar and discount chains, and e-commerce grocery ~~providers operating throughout the United States.~~providers. Our product categories in this business segment are ready-to-eat cereals, refrigerated yogurt, soup, meal kits, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza and pizza snacks, ~~grain,~~snack bars, fruit ~~and~~snacks, savory snacks, and a wide variety of organic products including ready-to-eat cereal, frozen and shelf-stable vegetables, meal kits, ~~granola~~fruit snacks, snack bars, and ~~cereal.~~refrigerated yogurt.

~~U.S.~~

North America Retail net sales were as follows:

Fiscal
2016
   Fiscal 2016
vs. 2015
Percentage Change
Fiscal
2015
   Fiscal 2015
vs. 2014
Percentage Change
Fiscal
2014

Net sales (in millions)
   $ 10,007.1       (5)%       $ 10,507.0       (1)%       $ 10,604.9
Contributions from volume growth (a)
      (7) pts          (1) pt
Net price realization and mix
      2 pts          Flat

~~(a)~~

~~Measured in tons based on the stated weight of our product shipments.~~

	Fiscal 2020		Fiscal 2020 vs. 2019 Percentage Change		Fiscal 2019
Net sales (in millions)	$	10,750.5	8	%	$	9,925.2
Contributions from volume growth (a)			10	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.

The 8 percent increase in North America Retail net sales for fiscal 2020 was primarily driven by the impact of ~~acquisitions~~the COVID-19 pandemic. The increase in net sales includes an increase in contributions from volume growth, including 2 percentage points resulting from the 53rd week, partially offset by unfavorable net price realization and ~~divestitures, primarily Green Giant and Annie’s, decreased~~mix.

The components of North America Retail organic net sales growth ~~by 2 percentage points~~are shown in the following table:

	Fiscal 2020 vs. 2019 Percentage Change
Contributions from organic volume growth (a)	8	pts
Organic net price realization and mix	(1)	pt
Organic net sales growth	6	pts
Foreign currency exchange	Flat
53^rd week	2	pts
Net sales growth	8	pts

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

North America Retail organic net sales increased 6 percent in fiscal ~~2016, reflecting 3 percentage points~~2020 compared to fiscal 2019, primarily driven by the impact of ~~decline from volume.~~the COVID-19 pandemic. The 53^rd ~~week~~increase in ~~fiscal 2015 contributed approximately 1 percentage point of~~organic net sales ~~decline~~includes an increase in ~~fiscal 2016, reflecting 2 percentage points of decline~~contributions from ~~volume. In fiscal 2015, the acquisition of Annie’s added 1 percentage point of~~organic volume growth, partially offset by unfavorable organic net ~~sales growth, reflecting 1 percentage point of growth from volume. The 53~~^rd ~~week contributed approximately 1 percentage point of net sales growth in fiscal 2015, reflecting 1 percentage point of growth from volume.~~price realization and mix.

Net sales for our ~~U.S. retail~~North America Retail operating units are shown in the following table:

   Fiscal Year
In Millions
   2016       2015       2014
Meals (a)
   $ 2,393.9       $ 2,674.3       $ 2,772.4
Cereal
   2,312.8       2,330.1       2,410.2
Snacks (a)
   2,094.3       2,134.4       1,997.8
Baking Products
   1,903.4       1,969.8       2,096.1
Yogurt and other
   1,302.7       1,398.4       1,328.4
Total
   $ 10,007.1       $ 10,507.0       $ 10,604.9

~~(a)~~

~~Fiscal 2016 net sales for the Meals and Snacks operating units include an additional month of results from Annie’s.~~

In Millions	Fiscal 2020		Fiscal 2020 vs. 2019 Percentage Change		Fiscal 2019
U.S. Meals & Baking	$	4,408.5	15	%	$	3,839.8
U.S. Cereal		2,434.1	8	%		2,255.4
U.S. Snacks		2,091.9	2	%		2,060.9
U.S. Yogurt and other		919.0	1	%		906.7
Canada (a)		897.0	4	%		862.4
Total	$	10,750.5	8	%	$	9,925.2

~~U.S. Retail~~(a) On a constant currency basis, Canada operating unit net sales ~~percentage change~~increased 5 percent in fiscal 2020. See the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP.

Segment operating ~~unit~~profit increased 15 percent to $2,627 million in fiscal 2020, compared to $2,277 million in fiscal 2019, primarily driven by higher contributions from volume growth and the impact of the 53^rd week in fiscal 2020. Segment operating profit increased 15 percent on a constant-currency basis in fiscal 2020 compared to fiscal 2019 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

EUROPE & AUSTRALIA SEGMENT

Our Europe & Australia operating segment reflects retail and foodservice businesses in the greater Europe and Australia regions. Our product categories include refrigerated yogurt, meal kits, snack bars, super-premium ice cream, refrigerated and frozen dough products, shelf stable vegetables, and dessert and baking mixes. Revenues from franchise fees are reported in the region or country where the franchisee is located.

Europe & Australia net sales were as follows:

	Fiscal 2020		Fiscal 2020 vs. 2019 Percentage Change		Fiscal 2019
Net sales (in millions)	$	1,838.9	(3)	%	$	1,886.7
Contributions from volume growth (a)			Flat
Net price realization and mix			1	pt
Foreign currency exchange			(3)	pts

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

The 3 percent decrease in Europe & Australia net sales in fiscal 2020 was driven by unfavorable foreign currency exchange, partially offset by favorable net price realization and mix. Fiscal 2020 net sales includes growth from the impact of the COVID-19 pandemic.

The components of Europe & Australia organic net sales growth are shown in the following table:

Fiscal 2016
vs. 2015
Fiscal 2015
vs. 2014
Meals (a)
   (10 )% (4 )%
Yogurt
   (7 ) 5
Baking Products
   (3 ) (6 )
Snacks (a)
   (2 ) 7
Cereal
   (1 ) (3 )
Total
   (5 )% (1 )%

~~(a)~~	~~The impact due to an additional month of results~~	Fiscal 2020 vs. 2019 Percentage Change
Contributions from ~~Annie’s was not material to the Meals~~organic volume growth (a)		(2)	pts
Organic net price realization and ~~Snacks operating units. The impact to fiscal 2016~~mix		1	pt
Organic net sales growth ~~for the U.S. Retail segment was not material.~~		(1)	pt
Foreign currency exchange		(3)	pts
53^rd week		2	pts
Net sales growth		(3)	pts

Note: Table may not foot due to rounding

(a) Measured in tons based on the stated weight of our product shipments.

The 1 percent decrease in Europe & Australia organic net sales growth in fiscal 2020 was driven by a decrease in contributions from organic volume growth, partially offset by favorable organic net price realization and mix. Fiscal 2020 organic net sales includes growth from the impact of the COVID-19 pandemic.

Segment operating profit ~~of $2,179~~decreased 8 percent to $114 million in fiscal ~~2016 increased $20 million, or 1~~2020 compared to fiscal 2019, primarily driven by higher input costs and lower contributions from volume growth, partially offset by favorable net price realization and mix. Segment operating profit decreased 3 percent on a constant-currency basis in fiscal 2020 compared to fiscal 2019 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

CONVENIENCE STORES & FOODSERVICE SEGMENT

Our major product categories in our Convenience Stores & 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, convenience stores, vending, and supermarket bakeries in the United States.

Convenience Stores & Foodservice net sales were as follows:

	Fiscal 2020		Fiscal 2020 vs. 2019 Percentage Change		Fiscal 2019
Net sales (in millions)	$	1,816.4	(8)	%	$	1,969.1
Contributions from volume growth (a)			(6)	pts
Net price realization and mix			(2)	pts

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

Convenience Stores & Foodservice net sales decreased 8 percent in fiscal 2020 primarily driven by the impact of the COVID-19 pandemic on away-from-home channels. The decrease in net sales includes a decrease in contributions from volume growth and unfavorable net price realization and mix.

The components of Convenience Stores & Foodservice organic net sales growth are shown in the following table:

	Fiscal 2020 vs. 2019 Percentage Change
Contributions from organic volume growth (a)	(7)	pts
Organic net price realization and mix	(2)	pts
Organic net sales growth	(9)	pts
53^rd week	1	pt
Net sales growth	(8)	pts

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

The 9 percent decrease in Convenience Stores & Foodservice organic net sales growth in fiscal ~~2015. The increase~~2020 was primarily driven by ~~high levels~~the impact of ~~promotional expense~~the COVID-19 pandemic. The decrease in ~~fiscal 2015, cost savings from Project Catalyst and other cost management initiatives,~~organic net sales growth includes a decrease in ~~media~~contributions from organic volume growth and ~~advertising expenses,~~unfavorable organic net price realization and ~~lower supply chain costs, partially offset by the net impact of the Green Giant divestiture and Annie’s acquisition.~~mix.

Segment operating profit ~~of $2,159~~decreased 20 percent to $337 million in fiscal ~~2015 declined $152~~2020, compared to $420 million ~~or 7 percent, from~~in fiscal ~~2014. The decrease was~~2019, primarily driven by lower contributions from volume growth and unfavorable net price realization and mix.

PET SEGMENT

Our Pet operating segment includes pet food products sold primarily in the United States 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, and 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, lifestages, flavors, product functions and textures, and cuts for wet foods.

Fiscal 2020 includes 13 months of Pet operating segment results as we changed the Pet operating segment’s reporting period from an April fiscal year end to a May fiscal year end to match our fiscal calendar. Fiscal 2019 included 12 months of results.

Pet net sales were as follows:

		Fiscal 2020	Fiscal 2020 vs. 2019 Percentage Change			Fiscal 2019
Net sales (in millions)	$	1,694.6	18	%	$	1,430.9
Contributions from volume growth (a)			17	pts
Net price realization and mix			2	pts

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

Pet net sales increased 18 percent in fiscal 2020 compared to fiscal 2019, driven by an increase in ~~supply chain costs,~~contributions from volume growth, including the impact of an extra month in the period, and favorable net price realization and mix. Fiscal 2020 net sales includes growth from the impact of the COVID-19 pandemic.

The components of Pet organic net sales growth are shown in the following table:

	Fiscal 2020 vs. 2019 Percentage Change
Contributions from organic volume growth (a)	17	pts
Organic net price realization and mix	2	pts
Organic net sales growth	18	pts
Net sales growth	18	pts

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

The 18 percent increase in Pet organic net sales growth in fiscal 2020 was driven by an increase in contributions from organic volume growth, including the impact of an extra month in the period, and favorable organic net price realization and mix. Fiscal 2020 organic net sales includes growth from the impact of the COVID-19 pandemic.

Pet operating profit increased 46 percent to $391 million in fiscal 2020, compared to $268 million in fiscal 2019, primarily driven by a $53 million purchase accounting adjustment related to inventory acquired in fiscal 2019, an increase in contributions from volume growth, favorable net price realization and mix, and the impact of an extra month in the period, partially offset by ~~a 6 percent reduction in media and advertising~~higher SG&A expenses.

~~INTERNATIONAL~~

ASIA & LATIN AMERICA SEGMENT

Our ~~International~~Asia & Latin America operating segment consists of retail and foodservice businesses ~~outside of~~in the ~~United States.~~greater Asia and South America regions. Our product categories include ~~ready-to-eat cereals, shelf stable~~super-premium ice cream and frozen ~~vegetables,~~desserts, meal kits, dessert and baking mixes, snack bars, salty snacks, refrigerated and frozen dough products, ~~dessert~~ and ~~baking mixes, frozen pizza snacks, refrigerated yogurt, grain and fruit snacks, and super-premium ice cream and frozen desserts.~~wellness beverages. We also sell super-premium ice cream and frozen desserts directly to consumers through owned retail shops. Our ~~International~~Asia & Latin America 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 and franchise fees are reported in the region or country where the end customer or franchisee is located.

~~International~~

Asia & Latin America net sales were as follows:

      Fiscal
2016
Fiscal 2016
vs. 2015
Percentage Change
   Fiscal
2015
Fiscal 2015
vs. 2014
Percentage Change
   Fiscal
2014
Net sales (in millions)
   $ 4,632.2       (10)%         $ 5,128.2       (5)%          $ 5,385.9
Contributions from volume growth (a)
      3  pts          Flat
Net price realization and mix
      Flat          6  pts
Foreign currency exchange
      (13) pts          (11) pts

~~(a)~~

	Fiscal 2020		Fiscal 2020 vs. 2019 Percentage Change		Fiscal 2019
Net sales (in millions)	$	1,526.2	(8)	%	$	1,653.3
Contributions from volume growth (a)			(2)	pts
Net price realization and mix			(1)	pt
Foreign currency exchange			(4)	pts

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

Asia & Latin America net sales decreased 8 percent in fiscal 2020 compared to fiscal 2019, primarily driven by the ~~stated weight of our product shipments.~~

~~The~~ impact of ~~acquisition and divestitures, primarily Green Giant, decreased~~the COVID-19 pandemic. The decrease in net sales includes unfavorable foreign currency exchange, a decrease in contributions from volume growth, ~~by 1 percentage point in fiscal 2016.~~ and unfavorable net price realization and mix.

The 53^rd ~~week in fiscal 2015 contributed approximately 1 percentage point~~components of Asia & Latin America organic net sales ~~decline in fiscal 2016, reflecting 1 percentage point of decline from volume. The 53~~^rd ~~week contributed approximately 1 percentage point of net sales~~ growth ~~in fiscal 2015, reflecting 1 percentage point of growth from volume.~~

~~Net sales for our International segment by geographic region~~ are shown in the following table:

   Fiscal Year
In Millions
   2016       2015       2014
Europe (a)
   $ 1,998.0       $ 2,126.5       $ 2,188.8
Canada
   929.5       1,105.1       1,195.3
Asia/Pacific
   995.7       1,023.5       981.8
Latin America
   709.0       873.1       1,020.0
Total
   $ 4,632.2       $ 5,128.2       $ 5,385.9

~~(a)~~	Fiscal ~~2016~~2020 vs. 2019 Percentage Change
Contributions from organic volume growth (a)	(1)	pt
Organic net price realization and mix	(1)	pt
Organic net sales ~~for the Europe region include an additional month of results from Yoplait SAS.~~growth	(2)	pts
Foreign currency exchange	(4)	pts
Divestitures (b)	(3)	pts
53^rd week	2	pts
Net sales growth	(8)	pts

~~International percentage change~~Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

(b) Impact of the divestiture of our La Salteña business in Argentina and our Yoplait business in China.

The 2 percent decrease in Asia & Latin America organic net sales ~~by geographic region are shown in the following table:~~

   Percentage Change in
Net Sales as Reported Percentage Change in
Net Sales on Constant
Currency Basis (a)

Fiscal 2016
vs. 2015

Fiscal 2015
vs. 2014

Fiscal 2016
vs. 2015

Fiscal 2015
vs. 2014

Europe (b)
   (6 )% (3 )% 3 % 5 %
Canada
   (16 ) (8 ) (4 ) Flat
Asia/Pacific
   (3 ) 4    1    5
Latin America
   (19 ) (14 ) 12    17
Total
   (10 )% (5 )% 3 % 6 %

~~(a)~~

~~See the “Non-GAAP Measures” section below for our use of this measure.~~

~~(b)~~

Fiscal 2016 percentage change in net sales as reported for the Europe region includes 3 percentage points of growth due to an additional month of results from Yoplait SAS. The impact to fiscal 2016 net sales growth for the International segment was not material.

~~Segment operating profit for fiscal 2016 declined 15 percent to $442 million from $523 million~~ in fiscal ~~2015,~~2020 was primarily driven by ~~unfavorable foreign currency exchange, an increase in SG&A expenses, and~~ the impact of the ~~Green Giant divestiture. International segment~~COVID-19 pandemic. The decrease in organic net sales growth includes unfavorable organic net price realization and mix and a decrease in contributions from organic volume growth.

Segment operating profit decreased 374 percent to $19 million in fiscal 2020, compared to $72 million in fiscal 2019, primarily driven by an increase in input costs and lower contributions from volume growth. Segment operating profit decreased 73 percent on a constant-currency basis in fiscal ~~2016~~2020 compared to fiscal ~~2015~~2019 (see the “Non-GAAP Measures” section below for our use of this ~~measure)~~measure not defined by GAAP).

Segment operating profit for fiscal 2015 declined 2 percent to $523 million from $535 million in fiscal 2014, primarily driven by unfavorable foreign currency exchange and higher input costs, partially offset by favorable net price realization and mix. International segment operating profit increased 9 percent on a constant-currency basis in fiscal 2015 compared to fiscal 2014 (see the “Non-GAAP Measures” section below for our use of this measure).

~~CONVENIENCE STORES AND FOODSERVICE SEGMENT~~

In our Convenience Stores and Foodservice segment our major product categories are ready-to-eat cereals, snacks, refrigerated yogurt, frozen meals, unbaked and fully baked frozen dough products, and baking mixes. 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, convenience stores, vending, and supermarket bakeries. Substantially all of this segment’s operations are located in the United States.

~~Convenience Stores and Foodservice net sales were as follows:~~

   Fiscal
2016
Fiscal 2016
vs. 2015
Percentage Change
   2015
Fiscal 2015
vs. 2014
Percentage Change
   Fiscal
2014
Net sales (in millions)
$ 1,923.8       (4)%         $ 1,995.1       4%         $ 1,918.8
Contributions from volume growth (a)
   (3) pts          1 pt
Net price realization and mix
   (1) pt          3 pts
Foreign currency exchange
   NM          NM

~~(a)~~

~~Measured in tons based on the stated weight of our product shipments.~~

~~The 53~~^rd ~~week in fiscal 2015 contributed approximately 2 percentage points of net sales decline in fiscal 2016, reflecting 2 percentage points of decline from volume. In fiscal 2015, the 53~~^rd ~~week contributed approximately 2 percentage points of net sales growth, reflecting 2 percentage points of growth from volume.~~

In fiscal 2016, segment operating profit was $379 million, up 7 percent from $353 million in fiscal 2015 primarily driven by favorable product mix and cost savings from Project Catalyst and other cost management initiatives. In fiscal 2015, segment operating profit was up 15 percent from $307 million in fiscal 2014 primarily driven by favorable net price realization and mix and higher volume.

UNALLOCATED CORPORATE ITEMS

Unallocated corporate items include corporate overhead expenses, variances to planned domestic employee benefits and incentives, contributions to the General Mills Foundation, asset and liability remeasurement impact of hyperinflationary economies, restructuring initiative project-related costs, and other items that are not part of our measurement of segment operating performance. This includes gains and losses from the mark-to-market valuation of certain commodity positions until passed back to our operating segments in accordance with our policy as discussed in Note 78 to the Consolidated Financial Statements in Item 8 of this report.

~~For~~

In fiscal ~~2016,~~2020, unallocated corporate expense ~~totaled $289~~increased $169 million to $509 million compared to ~~$414~~$340 million last ~~year.~~year, primarily driven by compensation and benefits expenses. In fiscal ~~2016,~~2020, we recorded a $63 million net decrease in expense related to mark-to-market valuation of certain commodity positions and grain inventories compared to a $90 million net increase in expense in the prior year. In addition, we recorded $78 million of restructuring charges, and $58 million of restructuring initiative project-related costs in cost of sales in fiscal 2016, compared to $60 million of restructuring charges and $13 million of restructuring initiative project-related costs in cost of sales in fiscal 2015. We recorded an $8 million foreign exchange loss related to the remeasurement of assets and liabilities of our Venezuelan subsidiary in fiscal 2015. We also recorded $16 million of integration costs resulting from the acquisition of Annie’s in fiscal 2015. The decrease in unallocated corporate expense also reflects cost savings from Project Catalyst and other cost management initiatives.

~~For fiscal 2015, unallocated corporate expense totaled $414 million compared to $258 million in fiscal 2014. In fiscal 2015, we recorded a $90~~$25 million net increase in expense related to mark-to-market valuation of certain commodity positions and grain inventories compared to a ~~$49~~$36 million net ~~decrease~~increase in ~~fiscal 2014.~~expense in the prior year. In addition, we recorded ~~$60~~$26 million of restructuring charges, and ~~$13~~$2 million of restructuring initiative project-related costs in cost of sales in fiscal ~~2015.~~2020, compared to $10 million of restructuring charges and $1 million of restructuring initiative project-related costs in cost of sales in fiscal 2019. We also recorded a $19 million charge related to a product recall in our international Green Giant business in fiscal 2020. In fiscal ~~2015,~~2020, we recorded an $8 million ~~foreign exchange~~of net losses related to certain investment valuation adjustments and the loss on sale of certain corporate investments, compared to $23 million of gains in fiscal 2019. In fiscal 2019, we recorded a $16 million gain from a legal recovery related to our Yoplait SAS subsidiary and $26 million of integration costs related to our acquisition of Blue Buffalo. In addition, we recorded a $3 million loss related to the ~~remeasurement~~impact of ~~assets and liabilities of~~hyperinflationary accounting for our ~~Venezuelan~~Argentina subsidiary ~~compared to $62 million~~ in fiscal ~~2014.~~ 2019.

IMPACT OF INFLATION

We ~~also recorded $16 million~~experienced input cost inflation of ~~integration costs resulting from the acquisition of Annie’s~~4 percent in fiscal ~~2015.~~

~~Venezuela is a highly inflationary economy~~2020 and as such, we remeasured the value of the assets and liabilities of our former Venezuelan subsidiary based on the exchange rate at which we expected to remit dividends in U.S. dollars from the SIMADI market. In fiscal 2015, we recorded an $8 million foreign currency exchange loss related to remeasurement. In fiscal 2016, we sold our General Mills de Venezuela CA subsidiary to a third party and exited our business in Venezuela. As a result of this transaction, we recorded a loss on the sale of $38 million pre-tax.

In fiscal 2015, we changed how we assess segment operating performance to exclude the asset and liability remeasurement impact from hyperinflationary economies. This impact is now included in unallocated corporate items. All periods presented have been changed to conform to this presentation.

~~IMPACT OF INFLATION~~

~~Our gross margin performance~~4 percent in fiscal ~~2016 reflects the impact of 2 percent input cost inflation,~~2019, primarily on commodity inputs. We expect input cost inflation of 2approximately 3 percent in fiscal ~~2017.~~2021. We attempt to minimize the effects of inflation through HMM, planning, and operating practices. Our risk management practices are discussed in Item 7A of this report.

~~LIQUIDITY~~

LIQUIDITY

The primary source of our liquidity is cash flow from operations. Over the most recent ~~three-year~~two-year period, our operations have generated ~~$7.7~~$6.5 billion in cash. A substantial portion of this operating cash flow has been returned to shareholders through ~~share repurchases and~~ dividends. We also use cash from operations to fund our capital expenditures and acquisitions. We typically use a combination of cash, notes payable, and long-term debt, and occasionally issue shares of common stock, to finance significant ~~acquisitions and major capital expansions.~~acquisitions. Our sources of liquidity were not materially impacted from the COVID-19 pandemic.

As of May ~~29, 2016,~~31, 2020, we had ~~$645~~$566 million of cash and cash equivalents held in foreign ~~jurisdictions,~~jurisdictions. As a result of the Tax Cuts and Jobs Act (TCJA), the historic undistributed earnings of our foreign subsidiaries were taxed in the U.S. via the one-time repatriation tax in fiscal 2018. We have re-evaluated our assertion and have concluded that although earnings prior to fiscal 2018 will remain permanently reinvested, we will no longer make a permanent reinvestment assertion beginning with our fiscal 2018 earnings. As part of the accounting for the TCJA, we recorded local country withholding taxes related to certain entities from which we began repatriating undistributed earnings and will ~~be used~~continue to ~~fund~~record local country withholding taxes on all future earnings. As a result of the transition tax, we may repatriate our cash and cash equivalents held by our foreign ~~operations and acquisitions. There is currently no need~~subsidiaries without such funds being subject to repatriate these funds in order to meet domestic funding obligations or scheduled cash distributions. If we choose to repatriate historical earnings held in foreign jurisdictions, we intend to do so only in a tax-neutral manner.further U.S. income tax liability.

Cash Flows from Operations


	Fiscal Year									Fiscal Year
In Millions		2016			2015			2014		2020		2019
Net earnings, including earnings attributable to redeemable and noncontrolling interests	$	1,736.8		$	1,259.4		$	1,861.3		$	2,210.8	$	1,786.2
Depreciation and amortization		608.1			588.3			585.4			594.7		620.1
After-tax earnings from joint ventures		(88.4	)		(84.3	)		(89.6	)		(91.1)		(72.0)
Distributions of earnings from joint ventures		75.1			72.6			90.5			76.5		86.7
Stock-based compensation		89.8			106.4			108.5			94.9		84.9
Deferred income taxes		120.6			25.3			172.5			(29.6)		93.5
Tax benefit on exercised options		(94.1	)		(74.6	)		(69.3	)
Pension and other postretirement benefit plan contributions		(47.8	)		(49.5	)		(49.7	)		(31.1)		(28.8)
Pension and other postretirement benefit plan costs		118.1			91.3			124.1			(32.3)		6.1
Divestitures (gain)		(148.2	)		—			(65.5	)
Divestitures loss											-		30.0
Restructuring, impairment, and other exit costs		107.2			531.1			(18.8	)		43.6		235.7
Changes in current assets and liabilities, excluding the effects of acquisitions and divestitures		258.2			214.7			(32.2	)		793.9		(7.5)
Other, net		(105.6	)		(137.9	)		(76.2	)		45.9		(27.9)
Net cash provided by operating activities	$	2,629.8		$	2,542.8		$	2,541.0		$	3,676.2	$	2,807.0

During fiscal ~~2016, our~~2020, cash provided by operations ~~generated $2.6 billion of cash~~was $3,676 million compared to ~~$2.5 billion~~$2,807 million in ~~fiscal 2015.~~the same period last year. The ~~$477~~$869 million increase was primarily driven by an $801 million change in current assets and liabilities and a $425 million increase in net earnings, ~~included~~partially offset by a ~~$96~~$192 million change in non-cash restructuring, impairment, and other exit costs and a $123 million change in deferred income ~~taxes and a $148 million net gain on divestitures and was also offset by a $424 million decrease in non-cash restructuring charges.~~taxes. The ~~$43~~$801 million change in current assets and liabilities was primarily driven by ~~the timing of~~a $233 million change in other current liabilities, primarily driven by changes in income taxes payable, trade and advertising accruals, and incentive accruals, a $230 million change in accounts payable ~~including~~as a result of increased spending on raw materials and packaging as well as the ~~impact~~continued extension of ~~longer~~payment terms, ~~offset~~and a $208 million change in prepaid and other current assets, primarily driven by the timing of ~~inventory build.~~certain tax payments and receipts.

We strive to grow core working capital at or below the rate of growth in our net sales. For fiscal ~~2016,~~2020, core working capital decreased ~~41 percent, primarily due to an increase in accounts payable, largely driven by longer payables terms and a decrease in inventory,~~$591 million, compared to a net sales ~~decline~~increase of ~~6 percent.~~5 percent, primarily driven by the increase in accounts payable and lower inventory balances. In fiscal ~~2015,~~2019, core working capital decreased ~~13 percent,~~$195 million, compared to a net sales ~~decline~~increase of ~~2 percent, and in fiscal 2014, core working capital decreased 9 percent, compared to net sales growth of 1~~7 percent.

In fiscal 2015, our operations generated $2.5 billion of cash, flat compared to fiscal 2014. The $247 million change in current assets and liabilities was primarily driven by the timing of trade and promotion accruals, changes in tax accruals, and changes in derivative positions. This was largely offset by lower net earnings, which included a $260 million non-cash impairment charge, $271 million of non-cash restructuring charges, and a $147 million change in net deferred income taxes.27

Cash Flows from Investing Activities


	Fiscal Year									Fiscal Year
In Millions	2016			2015			2014			2020		2019
Purchases of land, buildings, and equipment	$	(729.3	)	$	(712.4	)	$	(663.5	)	$	(460.8)	$	(537.6)
Acquisitions, net of cash acquired		(84.0	)		(822.3	)		—
Investments in affiliates, net		63.9			(102.4	)		(54.9	)		(48.0)		0.1
Proceeds from disposal of land, buildings, and equipment		4.4			11.0			6.6			1.7		14.3
Proceeds from divestitures		828.5			—			121.6			-		26.4
Exchangeable note		21.1			27.9			29.3
Other, net		(11.2	)		(4.0	)		(0.9	)		20.9		(59.7)
Net cash provided (used) by investing activities	$	93.4		$	(1,602.2	)	$	(561.8	)

Net cash used by investing activities										$	(486.2)	$	(556.5)

In fiscal ~~2016,~~2020, we ~~generated $93~~used $486 million of cash through investing activities compared to ~~a use of $1.6 billion~~$556 million in fiscal ~~2015.~~2019. We invested ~~$729~~$461 million in land, buildings, and equipment in fiscal ~~2016, $17~~2020, $77 million ~~more~~less than ~~last year. In~~ fiscal 2016, we received proceeds of $828 million from the divestitures of certain businesses, primarily Green Giant. In fiscal 2015, we acquired Annie’s for an aggregate purchase price of $809 million, net of $12 million of cash acquired.2019.

In fiscal 2015, cash used by investing activities increased by $1.0 billion from fiscal 2014. We invested $712 million in land, buildings, and equipment in fiscal 2015, $49 million more than in fiscal 2014. In fiscal 2015, we acquired Annie’s. We made $102 million of investments in affiliates, primarily CPW, in fiscal 2015. In fiscal 2014, we sold certain grain elevators for $124 million in cash.

We expect capital expenditures to be approximately ~~$734 million~~3.5 percent of reported net sales in fiscal ~~2017.~~2021. These expenditures will fund initiatives that are expected to fuel ~~International~~ growth, support innovative products, and continue HMM initiatives throughout the supply chain.

Cash Flows from Financing Activities


	Fiscal Year									Fiscal Year
In Millions	2016			2015			2014			2020		2019
Change in notes payable	$	(323.8	)	$	(509.8	)	$	572.9		$	(1,158.6)	$	(66.3)
Issuance of long-term debt		542.5			2,253.2			1,673.0			1,638.1		339.1
Payment of long-term debt		(1,000.4	)		(1,145.8	)		(1,444.8	)		(1,396.7)		(1,493.8)
Proceeds from common stock issued on exercised options		171.9			163.7			108.1			263.4		241.4
Tax benefit on exercised options		94.1			74.6			69.3
Purchases of common stock for treasury		(606.7	)		(1,161.9	)		(1,745.3	)		(3.4)		(1.1)
Dividends paid		(1,071.7	)		(1,017.7	)		(983.3	)		(1,195.8)		(1,181.7)
Addition of noncontrolling interest		—			—			17.6
Distributions to noncontrolling and redeemable interest holders		(84.3	)		(25.0	)		(77.4	)
Investments in redeemable interest											-		55.7
Distributions to redeemable and noncontrolling interest holders											(72.5)		(38.5)
Other, net		(7.2	)		(16.1	)		(14.2	)		(16.0)		(31.2)
Net cash used by financing activities	$	(2,285.6	)	$	(1,384.8	)	$	(1,824.1	)	$	(1,941.5)	$	(2,176.4)

~~Net cash~~

Financing activities used ~~by financing activities increased by $901 million~~$1.9 billion of cash in fiscal ~~2016.~~2020 compared to $2.2 billion in fiscal 2019. We had ~~$1.4 billion less~~$917 million of net debt ~~issuances~~repayments in fiscal ~~2016 than the prior year.~~2020 compared to $1.2 billion of net debt repayments in fiscal 2019. For more information on our debt issuances and payments, please refer to Note 89 to the Consolidated Financial Statements in Item 8 of this report.

During fiscal ~~2016,~~2020, we received ~~$172~~$263 million inof net proceeds from common stock issued on exercised options compared to ~~$164~~$241 million in fiscal ~~2015, an increase of $8 million. During~~2019.

Share repurchases in fiscal ~~2014, we received $108 million in proceeds from common stock issued on exercised options.~~2020 and 2019 were insignificant.

In May 2014, our Board of Directors authorized the repurchase of up to 100 million shares of our common stock. Purchases under the authorization 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 authorization has no specified termination date.

During fiscal 2016, we repurchased 11 million shares of our common stock for $607 million. During fiscal 2015, we repurchased 22 million shares of our common stock for $1,162 million. During fiscal 2014, we repurchased 36 million shares of our common stock for $1,745 million.

Dividends paid in fiscal ~~2016~~2020 totaled ~~$1,072~~$1,196 million, or ~~$1.78~~$1.96 per share, ~~a 7 percent per share increase from~~consistent with fiscal ~~2015. Dividends paid in fiscal 2015 totaled $1,018 million, or $1.67 per share, an 8 percent per share increase from fiscal 2014 dividends of $1.55 per share.~~2019.

Selected Cash Flows from Joint Ventures

Selected cash flows from our joint ventures are set forth in the following table:


	Fiscal Year									Fiscal Year
Inflow (Outflow), in Millions	2016		2015			2014			2020		2019
Repayments from (advances to) joint ventures, net	$	63.9	$	(102.4	)	$	(54.9	)
Investments in affiliates, net									$	(48.0)	$	(0.1)
Dividends received		75.1		72.6			90.5			76.5		86.7

CAPITAL RESOURCES

Total capital consisted of the following:


In Millions	May 29, 2016		May 31, 2015		May 31, 2020		May 26, 2019
Notes payable	$	269.8	$	615.8	$	279.0	$	1,468.7
Current portion of long-term debt		1,103.4		1,000.4		2,331.5		1,396.5
Long-term debt		7,057.7		7,575.3		10,929.0		11,624.8
Total debt		8,430.9		9,191.5		13,539.5		14,490.0
Redeemable interest		845.6		778.9		544.6		551.7
Noncontrolling interests		376.9		396.0		291.0		313.2
Stockholders’ equity		4,930.2		4,996.7
Stockholders' equity						8,058.5		7,054.5
Total capital	$	14,583.6	$	15,363.1	$	22,433.6	$	22,409.4

The following table details the fee-paid committed and uncommitted credit lines we had available as of May ~~29, 2016:~~31, 2020:


In Billions	Facility Amount		Borrowed Amount		Facility Amount		Borrowed Amount
Credit facility expiring:
May 2021	$	2.7	$	—
June 2019		0.2		0.1
May 2022					$	2.7	$	-
September 2022						0.2		-
Total committed credit facilities		2.9		0.1		2.9		-
Uncommitted credit facilities		0.4		0.1		0.6		0.2
Total committed and uncommitted credit facilities	$	3.3	$	0.2	$	3.5	$	0.2

In May 2016, we entered into a $2.7 billion fee-paid committed credit facility that is scheduled to expire in May 2021. Concurrent with the execution of this credit facility, we terminated our $1.7 billion and $1.0 billion credit facilities.

~~In June 2014, our subsidiary, Yoplait S.A.S. entered into a €200.0 million fee-paid committed credit facility that is scheduled to expire in June 2019.~~

To ensure availability of funds, we maintain bank credit lines ~~sufficient to cover our outstanding notes payable. Commercial paper is a continuing source of short-term financing. We~~and have commercial paper programs available to us in the United States and Europe. In response to uncertainty surrounding the availability and cost of commercial paper borrowings as a result of the COVID-19 pandemic, we issued $750 million of fixed-rate notes in April 2020 and reduced our borrowings under commercial paper programs. As the COVID-19 pandemic evolves, we will continue to evaluate its impact to our sources of liquidity. We also have uncommitted and asset-backed credit lines that support our foreign operations. ~~The credit facilities contain several covenants, including a requirement to maintain a fixed charge coverage ratio of at least 2.5 times.~~

Certain of our long-term debt agreements, our credit facilities, and our noncontrolling interests contain restrictive covenants. As of May ~~29, 2016,~~31, 2020, we were in compliance with all of these covenants.

We have ~~$1,103~~$2,332 million of long-term debt maturing in the next 12 months that is classified as current, including ~~$1,000~~$100 million of ~~5.7~~6.61 percent ~~fixed rate~~medium-term notes due ~~February 2017.~~for remarketing in October 2020, €500 million of 2.1 percent notes due November 2020, €200 million of 0.0 percent notes due November 2020, $4 million of floating-rate medium term notes due for remarketing in November 2020, $850 million of floating-rate notes due April 2021, and $600 million of 3.2 percent notes due April 2021. 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.

As of May ~~29, 2016,~~31, 2020, our total debt, including the impact of derivative instruments designated as hedges, was 7887 percent in fixed-rate and 2213 percent in floating-rate instruments, compared to 7274 percent in fixed-rate and 2826 percent in floating-rate instruments on May ~~31, 2015.~~

26, 2019.

~~Return on average total capital was 12.9 percent~~Our net debt to operating cash flow ratio declined to 3.2 in fiscal ~~2016 compared to 9.1 percent~~2020 from 5.0 in fiscal ~~2015. Improvement~~2019, primarily driven by an increase in ~~return on adjusted average total capital is one~~cash provided by operations. Our net debt-to-adjusted EBITDA ratio declined to 3.2 in fiscal 2020 from 3.9 in fiscal 2019, consistent with our plans to reduce our leverage following our acquisition of ~~our key performance measures~~Blue Buffalo (see the “Non-GAAP Measures” section below for our ~~discussion~~use of this measure ~~which is~~ not defined by GAAP). Adjusted return on average total capital increased 10 basis points from 11.2 percent in fiscal 2015 to 11.3 percent in fiscal 2016 as fiscal 2016 earnings increased. On a constant-currency basis, adjusted return on average total capital increased 40 basis points.

We also believe that our fixed charge coverage ratio and the ratio of operating cash flow to debt are important measures of our financial strength. Our fixed charge coverage ratio in fiscal 2016 was 7.40 compared to 5.54 in fiscal 2015. The measure increased from fiscal 2015 as earnings before income taxes and after-tax earnings from joint ventures increased by $642 million in fiscal 2016. Our operating cash flow to debt ratio increased 3.5 percentage points to 31.2 percent in fiscal 2016, driven by a decrease in total debt.

We have a 51 percent controlling interest in Yoplait SAS and a 50 percent interest in Yoplait Marques SNC and Liberté Marques Sàrl. Sodiaal International (Sodiaal) holds the remaining interests in each of these entities. We consolidate these entities into our consolidated financial statements. We record Sodiaal’s 50 percent interest in Yoplait Marques SNC and Liberté Marques Sàrl as noncontrolling interests, and its 49 percent interest in Yoplait SAS as a redeemable interest on our Consolidated Balance Sheets. These euro- and Canadian dollar-denominated interests are reported in U.S. dollars on our Consolidated Balance Sheets. Sodiaal has the ability to put all or a portion of its redeemable interest to us at fair value once per year, up to three times before December 2024. As of May ~~29, 2016,~~31, 2020, the redemption value of the redeemable interest was ~~$846~~$545 million which approximates its fair value.

During fiscal 2019, Sodiaal invested $56 million in Yoplait SAS.

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, ~~2015,~~2018, the floating preferred return rate on GMC’s Class A Interests was reset to the sum of three-month LIBOR plus ~~125~~142.5 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.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

As of May ~~29, 2016,~~31, 2020, we have issued guarantees and comfort letters of ~~$383 million for the debt and other obligations of consolidated subsidiaries, and guarantees and comfort letters of $239~~$130 million for the debt and other obligations of non-consolidated affiliates, mainly CPW. In addition, off-balance sheet arrangements ~~are generally limited to the future payments under non-cancelable operating leases, which totaled $398 million~~were not material as of May ~~29, 2016.~~31, 2020.

As of May ~~29, 2016,~~31, 2020, we ~~had~~ invested in ~~five~~three variable interest entities (VIEs). None of our VIEs are material to our results of operations, financial condition, or liquidity as of and for the fiscal year ended May ~~29, 2016.~~31, 2020.

Our defined benefit plans in the United States are subject to the requirements of the Pension Protection Act (PPA). In the future, the PPA may require us to make additional contributions to our domestic plans. We do not expect to be required to make any contributions in fiscal ~~2017.~~

2021.

The following table summarizes our future estimated cash payments under existing contractual obligations, including payments due by period:

   Payments Due by Fiscal Year
In Millions    Total    2017    2018 -19    2020 -21
2022 and
Thereafter

Long-term debt (a)
   $ 8,190.2       $ 1,103.0       $ 1,754.2       $ 1,611.6       $3,721.4
Accrued interest
   90.4       90.4       —       —       —
Operating leases (b)
   397.6       107.9       150.7       89.2       49.8
Capital leases
   2.7       0.9       1.3       0.4       0.1
Purchase obligations (c)
   3,082.1       1,955.9       603.7       497.4       25.1
Total contractual obligations
   11,763.0       3,258.1       2,509.9       2,198.6       3,796.4
Other long-term obligations (d)
   1,957.0       —       —       —       —
Total long-term obligations
   $ 13,720.0       $ 3,258.1       $ 2,509.9       $ 2,198.6       $3,796.4

~~(a)~~

Amounts represent the expected cash payments of our long-term debt and do not include $2 million for capital leases or $31 million for net unamortized debt issuance costs, premiums and discounts, and fair value adjustments.

~~(b)~~

~~Operating leases represents the minimum rental commitments under non-cancelable operating leases.~~

~~(c)~~

The majority of the purchase obligations represent commitments for raw material and packaging to be utilized in the normal course of business and for consumer marketing spending commitments that support our brands. For purposes of this table, arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure, and approximate timing of the transaction. Most arrangements are cancelable without a significant penalty and with short notice (usually 30 days). Any amounts reflected on the Consolidated Balance Sheets as accounts payable and accrued liabilities are excluded from the table above.

~~(d)~~

The fair value of our foreign exchange, equity, commodity, and grain derivative contracts with a payable position to the counterparty was $44 million as of May 29, 2016, based on fair market values as of that date. Future changes in market values will impact the amount of cash ultimately paid or received to settle those instruments in the future. Other long-term obligations mainly consist of liabilities for accrued compensation and benefits, including the underfunded status of certain of our defined benefit pension, other postretirement benefit, and postemployment benefit plans, and miscellaneous liabilities. We expect to pay $22 million of benefits from our unfunded postemployment benefit plans and $14 million of deferred compensation in fiscal 2017. We are unable to reliably estimate the amount of these payments beyond fiscal 2017. As of May 29, 2016, our total liability for uncertain tax positions and accrued interest and penalties was $209 million.

		Payments Due by Fiscal Year
In Millions	Total		2021		2022 - 2023		2024 - 2025		2026 and Thereafter
Long-term debt (a)	$	13,318.5	$	2,331.3	$	2,277.1	$	2,550.0	$	6,160.1
Accrued interest		92.8		92.8		-		-		-
Operating leases (b)		412.5		115.4		171.5		91.9		33.7
Finance leases (b)		0.2		0.1		0.1		-		-
Purchase obligations (c)		2,548.8		2,271.7		191.7		57.3		28.1
Total contractual obligations		16,372.8		4,811.3		2,640.4		2,699.2		6,221.9
Other long-term obligations (d)		1,167.1		-		-		-		-
Total long-term obligations	$	17,539.9	$	4,811.3	$	2,640.4	$	2,699.2	$	6,221.9

(a)Amounts represent the expected cash payments of our long-term debt and do not include $0.2 million for finance leases or $58.4 million for net unamortized debt issuance costs, premiums and discounts, and fair value adjustments.

(b)See Note 7 to the Consolidated Financial Statements in Item 8 of this report for more information on our lease arrangements.

(c)The majority of the purchase obligations represent commitments for raw material and packaging to be utilized in the normal course of business and for consumer marketing spending commitments that support our brands. For purposes of this table, arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure, and approximate timing of the transaction. Most arrangements are cancelable without a significant penalty and with short notice (usually 30 days). Any amounts reflected on the Consolidated Balance Sheets as accounts payable and accrued liabilities are excluded from the table above.

(d)The fair value of our foreign exchange, equity, commodity, and grain derivative contracts with a payable position to the counterparty was $43.1 million as of May 31, 2020, based on fair market values as of that date. Future changes in market values will impact the amount of cash ultimately paid or received to settle those instruments in the future. Other long-term obligations mainly consist of liabilities for accrued compensation and benefits, including the underfunded status of certain of our defined benefit pension, other postretirement benefit, and postemployment benefit plans, and miscellaneous liabilities. We expect to pay approximately $24 million of benefits from our unfunded postemployment benefit plans and approximately $21 million of deferred compensation in fiscal 2021. We are unable to reliably estimate the amount of these payments beyond fiscal 2021. As of May 31, 2020, our total liability for uncertain tax positions and accrued interest and penalties was $175.8 million.

SIGNIFICANT ACCOUNTING ESTIMATES

For a complete description of our significant accounting policies, please see Note 2 to the Consolidated Financial Statements in Item 8 of this report. Our significant accounting estimates are those that have a meaningful impact on the reporting of our financial condition and results of operations. These estimates include our accounting for ~~promotional expenditures,~~revenue recognition, valuation of long-lived assets, intangible assets, redeemable interest, stock-based compensation, income taxes, and defined benefit pension, other postretirement benefit, and postemployment benefit plans.

~~Promotional Expenditures~~

Considerations related to the COVID-19 pandemic

The impact that the recent COVID-19 pandemic will have on our consolidated results of operations is uncertain. We saw increased orders from retail customers across all geographies in response to increased consumer demand for food at home. We also experienced a COVID-19-related decrease in consumer traffic in away-from-home food outlets during the third and fourth quarters of fiscal 2020. Near-term elevated retail customer orders may unwind in the coming months, and we are unable to predict the nature and timing of when that impact may occur, if at all. We have considered the potential impacts of the COVID-19 pandemic in our significant accounting estimates as of May 31, 2020, and will continue to evaluate the nature and extent of the impact to our business and consolidated results of operations.

Revenue Recognition

Our ~~promotional activities~~revenues are ~~conducted through~~reported net of variable consideration and consideration payable to our customers, and directly or indirectly with end consumers. These activities include: payments to customers to perform merchandising activities on our behalf, such as advertising or in-store displays; discounts to our list prices to lower retail shelf prices; payments to gain distribution of new products; coupons, contests,including trade promotion, consumer coupon redemption and other ~~incentives;~~reductions to the transaction price, including estimated allowances for returns, unsalable product, and ~~media and advertising expenditures. The recognition~~prompt pay discounts. Trade promotions are recorded using significant judgment of ~~these costs requires estimation of customer~~estimated participation and performance ~~levels. These estimates are based on~~levels for offered programs at the ~~forecasted customer sales, the timing and forecasted costs~~time of ~~promotional activities, and other factors.~~sale. Differences between the estimated ~~expenses~~ and actual ~~costs are~~reduction to the transaction price is recognized as a change in ~~management~~ estimate in a subsequent period. Our accrued trade and coupon ~~and consumer marketing~~promotion liabilities were ~~$564 million as of May 29, 2016, and $565~~$471 million as of May 31, ~~2015.~~2020, and $410 million as of May 26, 2019. Because ~~our total promotional expenditures (including~~these amounts ~~classified as a reduction of revenues)~~ are significant, if our estimates are inaccurate we would have to make adjustments in subsequent periods that could have a significant effect on our results of operations.

Valuation of Long-Lived Assets

We estimate the useful lives of long-lived assets and make estimates concerning undiscounted cash flows to review for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Fair value is measured using discounted cash flows or independent appraisals, as appropriate.

Intangible Assets

Goodwill and other indefinite-lived intangible assets are not subject to amortization and are tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. Our estimates of fair value for goodwill impairment testing are determined based on a discounted cash flow model. We use inputs from our long-range planning process to determine growth rates for sales and profits. We also make estimates of discount rates, perpetuity growth assumptions, market comparables, and other factors.

We evaluate the useful lives of our other intangible assets, mainly brands, to determine if they are finite or indefinite-lived. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, known technological advances, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required maintenance expenditures, and the expected lives of other related groups of assets. Intangible assets that are deemed to have ~~definite~~finite lives are amortized on a straight-line basis over their useful lives, generally ranging from 4 to 30 years. Our estimate of the fair value of our brand assets is based on a discounted cash flow model using inputs which include projected revenues from our long-range plan, assumed royalty rates that could be payable if we did not own the brands, and a discount rate.

As of May ~~29, 2016,~~31, 2020, we had ~~$12.9~~$20 billion of goodwill and indefinite-lived intangible assets. We assessed our goodwill and brand intangible assets for potential impairment indicators using quantitative and qualitative factors, including the estimated impacts of the COVID-19 pandemic, as of May 31, 2020, and concluded that no impairment indicators were present as of that date. While we currently believe that the fair value of each intangible exceeds its carrying value and that those intangibles ~~so classified~~ will contribute indefinitely to our cash flows, materially different assumptions regarding future performance of our businesses or a different weighted-average cost of capital could result in material impairment losses and amortization expense. We performed our fiscal ~~2016~~2020 assessment of our intangible assets as of ~~August 31, 2015. As~~the first day of ~~our annual assessment date,~~the second quarter of fiscal 2020, and we determined there was no impairment ~~of any~~ of our intangible assets as their related fair values were substantially in excess of the carrying values, except for the~~Mountain High~~ Europe & Australia reporting unit and~~Uncle Toby’sbrands.~~ the Progresso brand intangible asset.

The excess fair value ~~above~~as of the ~~carrying value~~fiscal 2020 test date of ~~these~~the Europe & Australia reporting unit and the Progresso brand ~~assets~~intangible asset were as follows:

In Millions    Carrying
Value
Excess
Fair
Value
Above
Carrying
Value

Mountain High
   $ 35.4       20 %
Uncle Toby’s
   $ 52.2       11 %

In Millions	Carrying Value of Intangible Asset		Excess Fair Value as of Fiscal 2020 Test Date
Europe & Australia	$	672.6		14%
Progresso	$	330.0		5%

~~Our~~~~Mountain High~~~~and~~~~Uncle Toby’s~~ ~~brands have experienced declining business performance, and we will continue to monitor these businesses.~~

~~Our strategies for fiscal 2017 and fiscal 2018 will focus our growth investments on our brands and platforms with the strongest profitable growth potential. As a result, certain parts~~In addition, while having significant coverage as of our ~~U.S. Retail segment could experience reduced future sales projections. We performed a sensitivity analysis for certain~~fiscal 2020 assessment date, the Pillsbury brand intangible ~~assets and determined that, while not impaired as of May 29, 2016, the~~~~Progresso~~ ~~and~~~~Food Should Taste Good~~ ~~brands~~asset had risk of decreasing coverage. We will continue to monitor ~~these businesses.~~our businesses for potential impairment.

Redeemable Interest

~~In fiscal 2016, we adjusted the redemption value of Sodiaal’s redeemable interest in Yoplait SAS based on a discounted cash flow model.~~ The significant assumptions used to estimate the redemption value of the redeemable interest include projected revenue growth and profitability from our long-range plan, capital spending, depreciation and taxes, foreign currency exchange rates, and a discount rate. As of May ~~29, 2016,~~31, 2020, the redemption value of the redeemable interest was ~~$846~~$545 million.

Stock-based Compensation

The valuation of stock options is a significant accounting estimate that requires us to use judgments and assumptions that are likely to have a material impact on our financial statements. Annually, we make predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. For more information on these assumptions, please ~~refer to~~see Note 1112 to the Consolidated Financial Statements in Item 8 of this report.

The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were as follows:

   Fiscal Year
      2016    2015    2014
Estimated fair values of stock options granted
   $7.24       $7.22       $6.03
Assumptions:

Risk-free interest rate
   2.4%       2.6%       2.6%
Expected term
   8.5 years       8.5 years       9.0 years
Expected volatility
   17.6%       17.5%       17.4%
Dividend yield
   3.2%       3.1%       3.1%

	Fiscal Year
	2020			2019			2018
Estimated fair values of stock options granted	$	7.10		$	5.35		$	6.18
Assumptions:
Risk-free interest rate		2.0	%		2.9	%		2.2	%
Expected term		8.5	years		8.5	years		8.2	years
Expected volatility		17.4	%		16.3	%		15.8	%
Dividend yield		3.6	%		4.3	%		3.6	%

The risk-free interest rate for periods during the expected term of the options is based on the U.S. Treasury zero-coupon yield curve in effect at the time of grant. An increase in the expected term by 1 year, leaving all other assumptions constant, would increase the grant date fair value by ~~less than~~ 1 percent. If all other assumptions are held constant, a one percentage point increase in our fiscal ~~2016~~2020 volatility assumption would increase the grant date fair value of our fiscal ~~2016~~2020 option awards by 7 percent.

To the extent that actual outcomes differ from our assumptions, we are not required to true up grant-date fair value-based expense to final intrinsic values. ~~However, these differences can impact the classification of cash tax benefits realized upon exercise of stock options, as explained in the following two paragraphs. Furthermore, historical~~Historical data has a significant bearing on our forward-looking assumptions. Significant variances between actual and predicted experience could lead to prospective revisions in our assumptions, which could then significantly impact the year-over-year comparability of stock-based compensation expense.

Any corporate income tax benefit realized upon exercise or vesting of an award in excess of that previously recognized in earnings (referred to as a windfall tax benefit) is presented in the Consolidated Statements of Cash Flows as ~~a financing~~an operating cash flow. The actual impact on future years’ ~~financing~~ cash flows will depend, in part, on the volume of employee stock option exercises during a particular year and the relationship between the exercise-date market value of the underlying stock and the original grant-date fair value previously determined for financial reporting purposes.

Realized windfall tax benefits and shortfall tax deficiencies related to the exercise or vesting of stock-based awards are ~~credited to additional paid-in capital within~~recognized in the Consolidated ~~Balance Sheets. Realized shortfall tax benefits (amounts which are less than that previously recognized in earnings) are first offset against the cumulative balance~~Statement of windfall tax benefits, if any, and then charged directly to income tax expense, potentially resulting in volatility in our consolidated effective income tax rate. We calculated a cumulative amount of windfall tax benefits for the purpose of accounting for future shortfall tax benefits and currently have sufficient cumulative windfall tax benefits to absorb projected arising shortfalls, such that we do not currently expect future earnings to be affected by this provision. However, asEarnings. Because employee stock option exercise behavior is not within our control, it is possible that significantly different reported results could occur if different assumptions or conditions were to prevail.

Income Taxes

judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the quarter of such change. For more information on income taxes, please ~~refer to~~see Note 1415 to the Consolidated Financial Statements in Item 8 of this report.

Defined Benefit Pension, Other Postretirement Benefit, and Postemployment Benefit Plans

We have defined benefit pension plans covering many employees in the United States, Canada, Switzerland, France, and the United Kingdom. We also sponsor plans that provide health care benefits to many of our retirees in the United States, Canada, and Brazil. Under certain circumstances, we also provide accruable benefits, primarily severance, to former and inactive employees in the United States, Canada, and ~~Mexico, and members of our Board of Directors, including severance and certain other benefits payable upon death.~~Mexico. Please ~~refer to~~see Note 1314 to the Consolidated Financial Statements in Item 8 of this report for a description of our defined benefit pension, other postretirement benefit, and postemployment benefit plans.

We recognize benefits provided during retirement or following employment over the plan participants’ active working lives. Accordingly, we make various assumptions to predict and measure costs and obligations many years prior to the settlement of our obligations. Assumptions that require significant management judgment and have a material impact on the measurement of our net periodic benefit expense or income and accumulated benefit obligations include the long-term rates of return on plan assets, the interest rates used to discount the obligations for our benefit plans, and health care cost trend rates.

Expected Rate of Return on Plan Assets

Our expected rate of return on plan assets is determined by our asset allocation, our historical long-term investment performance, our estimate of future long-term returns by asset class (using input from our actuaries, investment services, and investment managers), and long-term inflation assumptions. We review this assumption annually for each plan; however, our annual investment performance for one particular year does not, by itself, significantly influence our evaluation.

Our historical investment returns (compound annual growth rates) for our United States defined benefit pension and other postretirement benefit plan assets were ~~0.7~~15.4 percent, ~~7.8~~8.5 percent, ~~6.6~~10.1 percent, ~~7.4~~8.2 percent, and ~~8.6~~7.9 percent for the 1, 5, 10, 15, and 20 year periods ended May ~~29, 2016.~~31, 2020.

On a weighted-average basis, the expected rate of return for all defined benefit plans was ~~8.53~~6.95 percent for fiscal ~~2016, 8.53~~2020, 7.25 percent for fiscal ~~2015,~~2019, and ~~8.53~~7.88 percent for fiscal ~~2014. During~~2018. For fiscal ~~2016,~~2021, we lowered our weighted-average expected rate of return on plan assets for our principal defined benefit pension and other postretirement plans in the United States to ~~8.25~~5.67 percent due to asset allocation changes ~~that decreased investment risk in the portfolio.~~and expected asset returns.

Lowering the expected long-term rate of return on assets by 100 basis points would increase our net pension and postretirement expense by ~~$64~~$79 million for fiscal ~~2017.~~2021. A market-related valuation basis is used to reduce year-to-year expense volatility. The market-related valuation recognizes certain investment gains or losses over a five-year period from the year in which they occur. Investment gains or losses for this purpose are the difference between the expected return calculated using the market-related value of assets and the actual return based on the market-related value of assets. Our outside actuaries perform these calculations as part of our determination of annual expense or income.

Discount Rates

We estimate the service and interest cost components of the net periodic benefit expense for our United States and most of our international defined benefit pension, other postretirement benefit, and postemployment benefit plans utilizing a full yield curve approach by applying the specific spot rates along the yield curve used to determine the benefit obligation to the relevant projected cash flows. Our discount rate assumptions are determined annually as of ~~the last day of our fiscal year~~May 31 for our defined benefit pension, other postretirement benefit, and postemployment benefit plan obligations. We work with our outside actuaries to determine the timing and amount of expected future cash outflows to plan participants and, using the Aa Above Median corporate bond yield, to develop a forward interest rate curve, including a margin to that index based on our credit risk. This forward interest rate curve is applied to our expected future cash outflows to determine our discount rate assumptions.

Our weighted-average discount rates were as follows:

Defined Benefit
Pension Plans

Other
Postretirement
Benefit Plans

Postemployment
Benefit Plans

Obligations as of May 29, 2016, and fiscal 2017 expense
   4.19 % 3.97 % 2.94 %
Obligations as of May 31, 2015, and fiscal 2016 expense
   4.38 % 4.20 % 3.55 %
Fiscal 2015 expense
   4.54 % 4.51 % 3.82 %

	Defined Benefit Pension Plans		Other Postretirement Benefit Plans		Postemployment Benefit Plans
Effective rate for fiscal 2021 service costs	3.59	%	3.44	%	2.54	%
Effective rate for fiscal 2021 interest costs	2.54	%	2.32	%	1.41	%
Obligations as of May 31, 2020	3.20	%	3.02	%	1.85	%
Effective rate for fiscal 2020 service costs	4.19	%	4.04	%	3.51	%
Effective rate for fiscal 2020 interest costs	3.47	%	3.28	%	2.84	%
Obligations as of May 31, 2019	3.91	%	3.79	%	3.10	%
Effective rate for fiscal 2019 service costs	4.34	%	4.27	%	3.99	%
Effective rate for fiscal 2019 interest costs	3.92	%	3.80	%	3.37	%

Lowering the discount rates by 100 basis points would increase our net defined benefit pension, other postretirement benefit, and postemployment benefit plan expense for fiscal ~~2017~~2021 by approximately ~~$96~~$54 million. All obligation-related experience gains and losses are amortized using a straight-line method over the average remaining service period of active plan participants or over the average remaining lifetime of the remaining plan participants if the plan is viewed as “all or almost all” inactive participants.

Health Care Cost Trend Rates

We review our health care cost trend rates annually. Our review is based on data we collect about our health care claims experience and information provided by our actuaries. This information includes recent plan experience, plan design, overall industry experience and projections, and assumptions used by other similar organizations. Our initial health care cost trend rate is adjusted as necessary to remain consistent with this review, recent experiences, and short-term expectations. Our initial health care cost trend rate assumption is ~~7.5~~6.5 percent for retirees age 65 and over and ~~7.3~~6.2 percent for retirees under age 65 at the end of fiscal ~~2016.~~2020. Rates are graded down annually until the ultimate trend rate of ~~5.0~~4.5 percent is reached in ~~2024~~2029 for all retirees. The trend rates are applicable for calculations only if the retirees’ benefits increase as a result of health care inflation. The ultimate trend rate is adjusted annually, as necessary, to approximate the current economic view on the rate of long-term inflation plus an appropriate health care cost premium. Assumed trend rates for health care costs have an important effect on the amounts reported for the other postretirement benefit plans.

~~A one percentage point change in the health care cost trend rate would have the following effects:~~

In Millions
One
Percentage
Point
Increase

One
Percentage
Point
Decrease

Effect on the aggregate of the service and interest cost components in fiscal 2017
   $  3.1       $  (2.7)
Effect on the other postretirement accumulated benefit obligation as of May 29, 2016
   71.2       (63.8 )

Any arising health care claims cost-related experience gain or loss is recognized in the calculation of expected future claims. Once recognized, experience gains and losses are amortized using a straight-line method over ~~10 years, resulting in at least~~ the ~~minimum amortization required being recorded.~~average remaining service period of active plan participants or over the average remaining lifetime of the remaining plan participants if the plan is viewed as “all or almost all” inactive participants.

Financial Statement Impact

In fiscal ~~2016,~~2020, we recorded net defined benefit pension, other postretirement benefit, and postemployment benefit plan ~~expense~~income of ~~$163~~$2 million compared to ~~$153~~$24 million of expense in fiscal ~~2015~~2019 and ~~$140~~$23 million of expense in fiscal ~~2014.~~2018. As of May ~~29, 2016,~~31, 2020, we had cumulative unrecognized actuarial net losses of ~~$1.9~~$2 billion on our defined benefit pension plans and ~~$72~~cumulative unrecognized actuarial net gains of $114 million on our postretirement and postemployment benefit plans, mainly as the result of liability increases from lower interest rates, partially offset by recent increases in the values of plan assets. These unrecognized actuarial net losses will result in increases in our future pension and postretirement benefit expenses because they currently exceed the corridors defined by GAAP.

Assumed mortality rates of plan participants are a critical estimate in measuring the expected payments a participant will receive over their lifetime and the amount of expense we recognize. On October 27, 2014, the Society of Actuaries published RP-2014 Mortality Tables and Mortality Improvement Scale MP-2014, which both reflect

improved longevity. In fiscal 2015, we adopted the change to the mortality assumptions to remeasure our defined benefit pension plans and other postretirement benefit plans obligations, which increased the total of these obligations by $437 million in fiscal 2015. In addition, these assumptions increased the fiscal 2016 expense associated with these plans by $72 million.

Actual future net defined benefit pension, other postretirement benefit, and postemployment benefit plan income or expense will depend on investment performance, changes in future discount rates, changes in health care cost trend rates, and other factors related to the populations participating in these plans.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In March ~~2016,~~2020, the Financial Accounting Standards Board (FASB) issued optional accounting guidance for a limited period of time to ease the potential burden in accounting for reference rate reform. The new standard provides expedients and exceptions to existing accounting requirements for contract modifications and hedge accounting related to transitioning from discontinued reference rates, such as LIBOR, to alternative reference rates, if certain criteria are met. The new accounting requirements ~~for~~can be applied as of the beginning of the interim period including March 12, 2020, or any date thereafter, through December 31, 2022. We are in the process of reviewing our contracts and arrangements that will be affected by a discontinued reference rate and analyzing the impact of this guidance on our results of operations and financial position.

In December 2019, the FASB issued new accounting requirements related to income taxes. The new standard simplifies the accounting for income taxes by removing certain exceptions related to the approach for intraperiod tax allocation, the recognition of deferred tax liabilities for outside basis differences, and ~~presentation~~the methodology for calculating income taxes in interim periods. The new standard also simplifies aspects of ~~stock-based payments. This will~~accounting for franchise taxes and enacted changes in tax laws or rates and clarifies accounting for transactions that result in ~~realized windfall and shortfall~~a step-up in the tax ~~benefits upon exercise or vesting~~basis of ~~stock-based awards being recorded in our Consolidated Statements of Earnings in addition to other presentation changes.~~goodwill. The requirements of the new standard are effective for annual reporting periods beginning after December 15, ~~2016,~~2020, and interim periods within those annual periods, which for us is the first quarter of fiscal ~~2018.~~2022. Early adoption is permitted. ~~We are in the process of analyzing the impact on our results of operations and financial position.~~

In February 2016, the FASB issued new accounting requirements for accounting, presentation and classification of leases. This will result in most leases being capitalized as a right of use asset with a related liability on our Consolidated Balance Sheets. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods, which for us is the first quarter of fiscal 2020. We are in the process of analyzing the impact on our results of operations and financial position.

In May 2015, the FASB issued new accounting requirements for the presentation of certain investments using the net asset value, providing a practical expedient to exclude such investments from categorization within the fair value hierarchy and separate disclosure. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods, which for us is the first quarter of fiscal 2017. We do not expect this guidance to have a material impact on our results of operations or financial position.

In ~~April 2015,~~June 2016, the FASB issued new accounting requirements ~~which permits reporting entities~~related to the measurement of credit losses on financial instruments, including trade receivables. The new accounting requirements replace the incurred loss impairment model with a fiscal year-end that does not coincide with a month-end to apply a practical expedient that permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply such practical expedient consistently to all plans. forward-looking expected credit loss model, which will generally result in earlier recognition of credit losses. The requirements of the new standard and subsequent amendments are effective for annual reporting periods beginning after December 15, ~~2015,~~2019, and interim periods within those annual periods, which for us is the first quarter of fiscal ~~2017.~~2021. We will adopt this guidance in the first quarter of fiscal 2021 using a modified retrospective transition approach. We expect to record an immaterial cumulative effect adjustment to retained earnings as of the effective date to align our calculation of credit losses to the new model with consideration of the economic implications of the COVID-19 pandemic. We do not expect this guidance to have a material impact on our results of operations or financial position.

In May 2014, the FASB issued new accounting requirements for the recognition of revenue from contracts with customers. The requirements of the new standard and its subsequent amendments are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods, which for us is the first quarter of fiscal 2019. We do not expect this guidance to have a material impact on our results of operations or financial position.

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 ~~our management or the Board of Directors believes~~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.

~~Constant-currency~~

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.

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 ~~Board of Directors’~~ measurement of our performance for incentive compensation purposes. We believe that ~~this measure provides~~organic net sales growth rates provide useful information to investors because ~~it provides~~they provide transparency to underlying performance in our ~~consolidated~~ net sales by excluding the effect that foreign currency exchange rate fluctuations, as well as acquisitions, divestitures, and a 53^rd week, when applicable, have on ~~the~~ year-to-year ~~comparability given volatility in foreign currency exchange markets.~~

~~Net~~comparability. A reconciliation of these measures to reported net sales growth rates, ~~on a constant-currency basis~~the relevant GAAP measures, are ~~calculated as follows:~~included in our Consolidated Results of Operations and Results of Segment Operations discussions in the MD&A above.

   Fiscal
      2016    2015
Percentage change in total net sales
   (6)%         (2)%
Impact of foreign currency exchange
   (4) pts       (3) pts
Percentage change in total net sales on a constant-currency basis
   (2)%         1%

Adjusted Diluted EPS ~~Excluding Certain Items Affecting Comparability~~ 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 ~~Board of Directors’~~ measurement of our performance for incentive compensation purposes. 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-over-year~~year-to-year basis. ~~The adjustments are either items resulting from infrequently occurring events or items that, in management’s judgment, significantly affect the year-over-year assessment of operating results.~~

The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted EPS ~~excluding certain items affecting comparability~~ and the related constant-currency growth rate follows:

   Fiscal Year
Per Share Data    2016 2015    Change 2014 2013 2012
Diluted earnings per share, as reported
   $ 2.77    $ 1.97       41 % $ 2.83    $ 2.79    $ 2.35
Mark-to-market effects (a)
   (0.07 ) 0.09       (0.05 ) —    0.10
Divestitures gain, net (b)
   (0.10 ) —       (0.06 ) —    —
Tax items (c)
   —    0.13       —    (0.13 ) —
Acquisition integration costs (d)
   —    0.02       —    0.01    0.01
Venezuela currency devaluation (e)
   —    0.01       0.09    0.03    —
Restructuring costs (f)
   0.26    0.35       0.01    0.02    0.10
Project-related costs (f)
   0.06    0.01       —    —    —
Indefinite-lived intangible asset impairment (g)
   —    0.28       —    —    —
Diluted earnings per share, excluding certain items affecting comparability
   $ 2.92    $ 2.86       2 % $ 2.82    $ 2.72    $ 2.56
Foreign currency exchange impact
      (3 )
Diluted earnings per share growth, excluding certain items affecting comparability, on a constant-currency basis
      5 %

~~(a)~~

~~See Note 7 to the Consolidated Financial Statements in Item 8 of this report.~~

~~(b)~~

~~See Note 3 to the Consolidated Financial Statements in Item 8 of this report.~~

~~(c)~~

The fiscal 2015 tax item is related to the one-time repatriation of historical foreign earnings in fiscal 2015. The fiscal 2013 tax items consist of a reduction to income taxes related to the restructuring of our GMC subsidiary and an increase to income taxes related to the liquidation of a corporate investment. Additionally, fiscal 2013 includes changes in deferred taxes associated with the Medicare Part D subsidies related to the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010.

~~(d)~~

~~Integration costs resulting from the acquisitions of Annie’s in fiscal 2015, Yoki in fiscal 2013, and Yoplait SAS and Yoplait Marques SNC in fiscal 2012.~~

~~(e)~~

~~See Note 7 to the Consolidated Financial Statements in Item 8 of this report.~~

~~(f)~~

~~See Note 4 to the Consolidated Financial Statements in Item 8 of this report.~~

~~(g)~~

~~See Note 6 to the Consolidated Financial Statements in Item 8 of this report.~~

	Fiscal Year
Per Share Data		2020		2019	2020 vs. 2019 Change			2018		2017		2016
Diluted earnings per share, as reported	$	3.56	$	2.90	23	%	$	3.64	$	2.77	$	2.77
Tax items (a)		(0.09)		(0.12)				0.07		-		-
Restructuring charges (b)		0.06		0.10				0.11		0.26		0.26
Project-related costs (b)		-		-				0.01		0.05		0.06
Mark-to-market effects (c)		0.03		0.05				(0.04)		(0.01)		(0.07)
Product recall (d)		0.03		-				-		-		-
CPW restructuring charges (e)		0.01		0.02				-		-		-
Investment activity, net (f)		-		(0.03)				-		-		-
Net tax benefit (g)		-		(0.01)				(0.89)		-		-
Divestitures loss (gain) (h)		-		0.03				-		0.01		(0.10)
Acquisition transaction and integration costs (i)		-		0.03				0.10		-		-
Asset impairments (j)		-		0.26				0.11		-		-
Legal recovery (k)		-		(0.01)				-		-		-
Adjusted diluted earnings per share	$	3.61	$	3.22	12	%	$	3.11	$	3.08	$	2.92
Foreign currency exchange impact					Flat
Adjusted diluted earnings per share growth, on a constant-currency basis					12	%

Note: Table may not foot due to rounding.

(a)Discrete tax benefit related to the reorganization of certain wholly owned subsidiaries in fiscal 2020 and a discrete tax benefit related to a capital loss carryback recorded in fiscal 2019. Please see Note 15 to the Consolidated Financial Statements in Item 8 of this report. Fiscal 2018 represents a prior year income tax expense adjustment.

(b)Restructuring and project-related charges for previously announced restructuring actions. Please see Note 4 to the Consolidated Financial Statements in Item 8 of this report.

(c)Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please see Note 8 to the Consolidated Financial Statements in Item 8 of this report.

(d)Product recall costs related to our international Green Giant business.

(e)CPW restructuring charges related to initiatives designed to improve profitability and growth that were approved in fiscal 2018 and 2019.

(f)Valuation gains on certain corporate investments.

(g)Net tax benefit resulting from TCJA accounting. Please see Note 15 to the Consolidated Financial Statements in Item 8 of this report.

(h)Loss on the sale of our La Salteña refrigerated dough business in Argentina and gain on the sale of our yogurt business in China in fiscal 2019. Please see Note 3 to the Consolidated Financial Statements in Item 8 of this report. Loss on the sale of our Martel, Ohio manufacturing facility in fiscal 2017. Fiscal 2016 represents the gain on the sale of our North American Green Giant product lines, the loss on the sale of our General Mills de Venezuela CA subsidiary, and the loss on the sale of our General Mills Argentina S.A. foodservice business.

(i)Costs related to the acquisition of Blue Buffalo. Fiscal 2019 represented acquisition integration costs, while fiscal 2018 represented acquisition transaction and integration costs and interest, net related to the debt issued to finance the acquisition.

(j)Impairment charges related to our Progresso, Food Should Taste Good,and Mountain High brand intangible assets and certain manufacturing assets in our North America Retail and Asia & Latin America segments in fiscal 2019. Impairment charges related to our Yoki, Mountain High,and Immaculate Baking brand intangible assets in fiscal 2018. Please see Note 6 to the Consolidated Financial Statements in Item 8 of this report.

(k)Represents a legal recovery related to our Yoplait SAS subsidiary.

See our reconciliation below of the effective income tax rate as reported to the adjusted effective income tax rate ~~excluding certain items affecting comparability~~ for the tax impact of each item affecting comparability.

~~Total Segment Operating Profit and Related Constant-currency Growth~~

Free Cash Flow Conversion Rate

~~This measure is used in reporting to our executive management and as a component of the Board of Directors’ measurement of our performance for incentive compensation purposes.~~

We believe ~~that~~ this measure provides useful information to investors because it is ~~the profitability measure we use~~important for assessing our efficiency in converting earnings to ~~evaluate segment performance. A reconciliation~~cash and returning cash to shareholders. The calculation of ~~total segment~~free cash flow conversion rate and net cash provided by operating ~~profit to operating profit, the relevant~~activities conversion rate, its equivalent GAAP measure, ~~is included in~~follows:

In Millions	Fiscal 2020
Net earnings, including earnings attributable to redeemable and noncontrolling interests, as reported	$2,210.8
Tax item (a)	$(53.1)
Restructuring charges, net of tax (b)	39.0
Project-related costs, net of tax (b)	1.2
Mark-to-market effects, net of tax (c)	19.0
Product recall, net of tax (d)	17.1
CPW restructuring costs, net of tax (e)	5.0
Investment activity, net, net of tax (f)	3.0
Adjusted net earnings, including earnings attributable to redeemable and noncontrolling interests	$2,241.8

Net cash provided by operating activities	3,676.2
Purchases of land, buildings, and equipment	(460.8)
Free cash flow	$3,215.4

Net cash provided by operating activities conversion rate	166%
Free cash flow conversion rate	143%

Note: Table may not foot due rounding.

(a)Discrete tax benefit related to the reorganization of certain wholly owned subsidiaries. Please see Note 1615 to the Consolidated Financial Statements in Item 8 of this report.

(b)Restructuring and project-related charges for previously announced restructuring actions. Please see Note 4 to the Consolidated Financial Statements in Item 8 of this report.

~~Total segment operating profit~~(c)Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please see Note 8 to the Consolidated Financial Statements in Item 8 of this report.

(d)Product recall costs related to our international Green Giant business.

(e)CPW restructuring charges related to initiatives designed to improve profitability and growth ~~rates~~that were approved in fiscal 2018 and 2019.

(f)Valuation adjustments and the loss on ~~a constant-currency basis are calculated~~sale of certain corporate investments.

See our reconciliation below of the effective income tax rate as ~~follows:~~reported to the adjusted effective income tax rate for the tax impact of each item affecting comparability.

   Fiscal
      2016 2015
Percentage change in total segment operating profit as reported
   (1 )  % (4 )  %
Impact of foreign currency exchange
   (2) pts    (2 ) pts
Percentage change in total segment operating profit on a constant-currency basis
   1    % (2 )  %

Constant-currency ~~After-tax~~After-Tax Earnings from Joint Ventures Growth ~~Rates~~Rate

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:

   Fiscal
      2016    2015
Percentage change in after-tax earnings from joint ventures as reported
   5  %       (6) %
Impact of foreign currency exchange
   (7)pts       (6)pts
Percentage change in after-tax earnings from joint ventures on a constant-currency basis
   12  %       Flat

	Fiscal 2020
Percentage change in after-tax earnings from joint ventures as reported	27	%
Impact of foreign currency exchange	(4)	pts
Percentage change in after-tax earnings from joint ventures on a constant-currency basis	31	%
Note: Table may not foot due to rounding.

Net Sales Growth ~~Rates~~Rate for ~~Our International Segment~~Canada Operating Unit on a Constant-currency Basis

We believe this measure of our ~~International segment and region~~Canada operating unit net sales provides useful information to investors because it provides transparency to the underlying performance ~~by excluding~~for the ~~effect that foreign currency exchange rate fluctuations have on year-to-year comparability given volatility in foreign currency exchange markets.~~

   Fiscal 2016

Percentage
Change in Net
Sales
as Reported
Impact of
Foreign
Currency
Exchange Percentage Change in
Net Sales on Constant-
Currency Basis
Europe
   (6 )% (9 )pts 3 %
Canada
   (16 ) (12 ) (4 )
Asia/Pacific
   (3 ) (4 ) 1
Latin America
   (19 ) (31 ) 12
Total International
   (10 )% (13 )pts 3 %

   Fiscal 2015

Percentage
Change in Net
Sales
as Reported
Impact of
Foreign
Currency
Exchange Percentage Change in
Net Sales on Constant-
Currency Basis
Europe
   (3 )% (8 )pts 5 %
Canada
   (8 ) (8 ) Flat
Asia/Pacific
   4    (1 ) 5
Latin America
   (14 ) (31 ) 17
Total International
   (5 )% (11 )pts 6 %

~~Constant-currency International Segment Operating Profit Growth Rates~~

~~We believe that this measure provides useful information to investors because it provides transparency to underlying performance of the International~~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.

~~International segment~~

Net sales growth rate for our Canada operating unit on a constant-currency basis is calculated as follows:

	Fiscal 2020
Percentage change in net sales as reported	4	%
Impact of foreign currency exchange	(1)	pt
Percentage change in net sales on a constant-currency basis	5	%
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.

Our segments’ operating profit growth rates on a constant-currency basis are calculated as follows:

Fiscal

   2016    2015
Percentage change in International segment operating profit as reported
   (15)%    (2)%
Impact of foreign currency exchange
   (12)pts    (11)pts
Percentage change in International segment operating profit on a constant-currency basis
   (3)%    9 %

	Fiscal 2020
	Percentage Change in Operating Profit as Reported		Impact of Foreign Currency Exchange		Percentage Change in Operating Profit on Constant-Currency Basis
North America Retail	15	%	Flat		15	%
Europe & Australia	(8)		(5)	pts	(3)
Asia & Latin America	(74)	%	(1)	pt	(73)	%
Note: Table may not foot due to rounding.

Adjusted ~~Return on Average Total Capital~~

Change in adjusted return on average total capital is a measure used in reporting to our executive management and as a component of the Board of Director’s measurement of our performance for incentive compensation purposes. We believe that this measure provides useful information to investors because it is important for assessing the utilization of capital and it eliminates certain items that affect year-to-year comparability. The calculation of adjusted return on average total capital and return on average total capital, its GAAP equivalent follows:

   Fiscal Year
In Millions    2016    2015 2014 2013 2012    2011
Net earnings, including earnings attributable to redeemable and noncontrolling interests
   $ 1,736.8                $ 1,259.4    $ 1,861.3    $ 1,892.5    $ 1,589.1
Interest, net, after-tax
   193.1                199.8    190.9    201.2    238.9
Earnings before interest, after-tax
   1,929.9                1,459.2    2,052.2    2,093.7    1,828.0
Adjustments, after-tax (a):

Mark-to-market effects
   (39.6)                56.5    (30.5 ) (2.8 ) 65.6
Divestitures gain, net
   (66.0)                —    (36.0 ) —    —
Tax items
   —                78.6    —    (85.4 ) —
Acquisition integration costs
   —                10.4    —    8.8    9.7
Venezuela currency devaluation
   —                8.0    57.8    20.8    —
Restructuring costs
   160.8                217.7    3.6    15.9    64.3
Project-related costs
   36.8                8.3    —    —    —
Indefinite-lived intangible impairment
   —                176.9    —    —    —
Adjusted earnings before interest, after-tax for adjusted return on capital calculation
   $ 2,021.9                $ 2,015.6    $ 2,047.1    $ 2,051.0    $ 1,967.6

Current portion of long-term debt
   $ 1,103.4                $ 1,000.4    $ 1,250.6    $ 1,443.3    $ 741.2          $ 1,031.3
Notes payable
   269.8                615.8    1,111.7    599.7    526.5          311.3
Long-term debt
   7,057.7                7,575.3    6,396.6    5,901.8    6,139.5          5,524.1
Total debt
   8,430.9                9,191.5    8,758.9    7,944.8    7,407.2          6,866.7
Redeemable interest
   845.6                778.9    984.1    967.5    847.8          —
Noncontrolling interests
   376.9                396.0    470.6    456.3    461.0          246.7
Stockholders’ equity
   4,930.2                4,996.7    6,534.8    6,672.2    6,421.7          6,365.5
Total capital
   14,583.6                15,363.1    16,748.4    16,040.8    15,137.7          13,478.9
Accumulated other comprehensive loss
   2,612.2                2,310.7    1,340.3    1,585.3    1,743.7          1,010.8
After-tax earnings adjustments (b)
   439.1                347.1    (209.3 ) (204.2 ) (161.5)         (301.1 )
Adjusted total capital
   $ 17,634.9                $ 18,020.9    $ 17,879.4    $ 17,421.9    $ 16,719.9          $ 14,188.6

Average total capital (c)
   $ 14,973.4                $ 16,055.8    $ 16,394.6    $ 15,589.2    $ 14,308.3
Return on average total capital (c)
   12.9%            9.1 % 12.5 % 13.4 % 12.8%

Adjusted average total capital (c)
   $ 17,827.9                $ 17,950.1    $ 17,650.6    $ 17,070.8    $ 15,454.3
Adjusted return on average total capital (c)
   11.3%            11.2 % 11.6 % 12.0 % 12.7%

Change in adjusted return on average total capital
   10 bps
Foreign currency exchange impact
   (30)bps
Change in adjusted return on average total capital on a constant-currency basis
   40 bps

~~(a)~~

See our reconciliation below of the effective income tax rate as reported to the effective income tax rate excluding certain items affecting comparability for the tax impact of each item affecting comparability.

~~(b)~~

~~Sum of current year and previous year after-tax adjustments.~~

~~(c)~~

~~See “Glossary” in Item 8 of this report for definition.~~

Effective Income Tax ~~Rate Excluding Certain Items Affecting Comparability~~Rates

We believe this measure provides useful information to investors because it ~~is important for assessing the effective tax rate excluding certain items affecting comparability and~~ presents the ~~income tax effects of certain items affecting comparability.~~

~~Effective income tax rates excluding certain items affecting comparability are calculated as follows:~~

Fiscal Year Ended
May 29, 2016 May 31, 2015 May 25, 2014 May 26, 2013 May 27, 2012
In Millions Pretax
Earnings
(a) Income
Taxes Pretax
Earnings
(a) Income
Taxes Pretax
Earnings
(a) Income
Taxes Pretax
Earnings
(a) Income
Taxes Pretax
Earnings
(a) Income
Taxes
As reported
$ 2,403.6    $ 755.2    $ 1,761.9    $ 586.8    $ 2,655.0    $ 883.3    $ 2,534.9    $ 741.2    $ 2,210.5    $ 709.6
Mark-to-market effects (b)
(62.8 ) (23.2 ) 89.7    33.2    (48.5 ) (18.0 ) (4.4 ) (1.6 ) 104.2    38.6
Divestitures (gain) (c)
(148.2 ) (82.2 ) —    —    (65.5 ) (29.5 ) —    —    —    —
Tax items (d)
—    —    —    (78.6 ) —    —    —    85.4    —    —
Acquisition integration costs (e)
—    —    16.0    5.6    —    —    12.3    3.5    11.2    1.5
Venezuela currency devaluation (b)
—    —    8.0    —    62.2    4.4    25.2    4.4    —    —
Restructuring costs (f)
229.8    69.0    343.5    125.8    3.6    —    18.6    2.7    100.6    36.3
Project-related costs (f)
57.5    20.7    13.2    4.9    —    —    —    —    —    —
Intangible asset impairment (f)
—    —    260.0    83.1    —    —    —    —    —    —
As adjusted
$ 2,479.9    $ 739.5    $ 2,492.3    $ 760.8    $ 2,606.8    $ 840.2    $ 2,586.6    $ 835.6    $ 2,426.5    $ 786.0

Effective tax rate:

As reported
31.4 % 33.3 % 33.3 % 29.2 % 32.1 %
As adjusted
29.8 % 30.5 % 32.2 % 32.3 % 32.4 %
Sum of adjustments to income taxes
$ (15.7 ) $ 174.0    $ (43.1 ) $ 94.4    $ 76.4
Average number of commonshares - diluted EPS
611.9    618.8    645.7    665.6    666.7
Impact of income tax adjustments on diluted EPS excluding certain items affecting comparability
$ 0.03    $ (0.28 ) $ 0.07    $ (0.14 ) $ (0.11 )

~~(a)~~

~~Earnings before income taxes and after-tax earnings from joint ventures.~~

~~(b)~~

~~See Note 7 to the Consolidated Financial Statements in Item 8 of this report.~~

~~(c)~~

~~See Note 3 to the Consolidated Financial Statements in Item 8 of this report.~~

~~(d)~~

~~(e)~~

~~Integration costs resulting from the acquisitions of Annie’s in fiscal 2015, Yoki in fiscal 2013, and Yoplait SAS and Yoplait Marques SNC in fiscal 2012.~~

~~(f)~~

~~See Note 4 to the Consolidated Financial Statements in Item 8 of this report.~~

~~Free Cash Flow Conversion rate and Total Cash Returned to Shareholders as a Percentage of Free Cash Flow~~

We believe these measures provide useful information to investors because they are important for assessing our efficiency in converting earnings to cash and returning cash to shareholders. The calculation of free cash flow conversion rate and net cash provided by operating activities conversion rate, its equivalent GAAP measure follows:

In Millions    Fiscal
2016
Net earnings, including earnings attributable to redeemable and noncontrolling interests, as reported
   $ 1,736.8
Mark-to-market effects, net of tax (a)
   (39.6)
Divestitures (gain), net of tax (b)
   (66.0)
Restructuring costs, net of tax (c)
   160.8
Project-related costs, net of tax (c)
   36.8
Adjusted net earnings, including earnings attributable to redeemable and noncontrolling interests
   1,828.8

Net cash provided by operating activities
   2,629.8
Purchases of land, buildings, and equipment
   (729.3)
Free cash flow
   $ 1,900.5

Net cash provided by operating activities conversion rate
   151%

Free cash flow conversion rate
   104%

~~The calculation of total cash returned to shareholders as a percentage of free cash flow follows:~~

Dividends paid
   $ 1,071.7
Purchases of common stock for treasury
   606.7
Proceeds from common stock issued on exercised options
   (171.9)
Total cash returned to shareholders
   $ 1,506.5

Total cash returned to shareholders as a percentage of free cash flow
   79%

~~(a)~~

~~See Note 7 to the Consolidated Financial Statements in Item 8 of this report.~~

~~(b)~~

~~See Note 3 to the Consolidated Financial Statements in Item 8 of this report.~~

~~(c)~~

~~See Note 4 to the Consolidated Financial Statements in Item 8 of this report.~~

~~See our reconciliation above of the~~adjusted effective income tax rate ~~as reported to the~~on a comparable year-to-year basis.

Adjusted effective income tax ~~rate excluding~~rates are calculated as follows:

	Fiscal Year Ended
	May 31, 2020		May 26, 2019		May 27, 2018		May 28, 2017		May 29, 2016
In Millions	Pretax Earnings (a)	Income Taxes	Pretax Earnings (a)	Income Taxes	Pretax Earnings (a)	Income Taxes	Pretax Earnings (a)	Income Taxes	Pretax Earnings (a)	Income Taxes
As reported	$2,600.2	$480.5	$2,082.0	$367.8	$2,135.6	$57.3	$2,271.3	$655.2	$2,403.6	$755.2
Tax items (b)	-	53.1	-	72.9	-	(40.9)	-	-	-	-
Restructuring charges (c)	50.2	11.2	77.6	14.6	82.7	21.4	224.1	70.2	229.8	69.0
Project-related costs (c)	1.5	0.3	1.3	0.2	11.3	3.3	43.9	15.7	57.5	20.7
Mark-to-market effects (d)	24.7	5.7	36.0	8.3	(32.1)	(10.0)	(13.9)	(5.1)	(62.8)	(23.2)
Product recall (e)	19.3	2.2	-	-	-	-	-	-	-	-
Investment activity, net (f)	8.4	5.4	(22.8)	(5.2)	-	-	-	-	-	-
Net tax benefit (g)	-	-	-	7.2	-	523.5	-	-	-	-
Divestitures loss (gain) (h)	-	-	30.0	13.6	-	-	13.5	4.3	(148.2)	(82.2)
Acquisition transaction and integration costs (i)	-	-	25.6	5.9	83.9	25.4	-	-	-	-
Asset impairments (j)	-	-	207.4	47.7	96.9	32.0	-	-	-	-
Legal recovery (k)	-	-	(16.2)	(5.4)	-	-	-	-	-	-
Hyperinflationary accounting (l)	-	-	3.2	-	-	-	-	-	-	-
As adjusted	$2,704.3	$558.5	$2,424.1	$527.6	$2,378.3	$612.0	$2,538.9	$740.3	$2,479.9	$739.5
Effective tax rate:
As reported		18.5%		17.7%		2.7%		28.8%		31.4%
As adjusted		20.7%		21.8%		25.7%		29.2%		29.8%
Sum of adjustments to income taxes		$78.0		$159.8		$554.7		$85.1		$(15.7)
Average number of common shares - diluted EPS		613.3		605.4		585.7		598.0		611.9
Impact of income tax adjustments on adjusted diluted EPS		$(0.13)		$(0.26)		$(0.95)		$(0.14)		$0.03

Note: Table may not foot due to rounding.

(a)Earnings before income taxes and after-tax earnings from joint ventures.

(b)Discrete tax benefit related to the reorganization of certain ~~items affecting comparability~~wholly owned subsidiaries in fiscal 2020 and a discrete tax benefit related to a capital carryback recorded in fiscal 2019. Please see Note 15 to the Consolidated Financial Statements in Item 8 of this report. Fiscal 2018 represents a prior year income tax expense adjustment.

(c)Restructuring and project-related charges for previously announced restructuring actions. Please see Note 4 to the Consolidated Financial Statements in Item 8 of this report.

(d)Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please see Note 8 to the Consolidated Financial Statements in Item 8 of this report

(e)Product recall costs related to our international Green Giant business.

(f)Valuation losses and the loss on sale of certain corporate investments in fiscal 2020. Valuation gains on certain corporate investments in fiscal 2019.

(g)Net tax benefit resulting from TCJA accounting. Please see Note 15 to the Consolidated Financial Statements in Item 8 of this report.

(k)Represents a legal recovery related to our Yoplait SAS subsidiary.

(l)Represents the impact of ~~each item affecting comparability.~~

hyperinflationary accounting for our Argentina subsidiary, which was sold in fiscal 2019.

Adjusted Operating Profit as a Percent of Net Sales ~~Excluding Certain Items Affecting Comparability~~(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 year-to-year basis. ~~Adjusted~~

Our adjusted operating profit ~~excludes~~margins are calculated as follows:

	Fiscal Year
Percent of Net Sales	2020				2019				2018				2017				2016
Operating profit as reported	$	2,953.9	16.8	%	$	2,515.9	14.9	%	$	2,419.9	15.4	%	$	2,492.1	16.0	%	$	2,719.1	16.4	%
Restructuring charges (a)		50.2	0.3	%		77.6	0.5	%		82.7	0.5	%		221.9	1.4	%		209.3	1.3	%
Project-related costs (a)		1.5	-	%		1.3	-	%		11.3	0.1	%		43.9	0.3	%		57.5	0.4	%
Mark-to-market effects (b)		24.7	0.1	%		36.0	0.2	%		(32.1)	(0.2)	%		(13.9)	(0.1)	%		(62.8)	(0.4)	%
Product recall (c)		19.3	0.1	%		-	-	%		-	-	%		-	-	%		-	-	%
Investment activity, net (d)		8.4	-	%		(22.8)	(0.1)	%		-	-	%		-	-	%		-	-	%
Divestitures loss (gain) (e)		-	-	%		30.0	0.2	%		-	-	%		6.5	-	%		(148.2)	(0.9)	%
Acquisition transaction and integration costs (f)		-	-	%		25.6	0.1	%		34.0	0.2	%		-	-	%		-	-	%
Asset impairments (g)		-	-	%		207.4	1.2	%		96.9	0.6	%		-	-	%		-	-	%
Legal recovery (h)		-	-	%		(16.2)	(0.1)	%		-	-	%		-	-	%		-	-	%
Hyperinflationary accounting (i)		-	-	%		3.2	-	%		-	-	%		-	-	%		-	-	%
Adjusted operating profit	$	3,058.0	17.3	%	$	2,858.0	16.9	%	$	2,612.7	16.6	%	$	2,750.5	17.6	%	$	2,774.9	16.8	%

Note: Table may not foot due to rounding.

(a)Restructuring and project-related charges for previously announced restructuring actions. Please see Note 4 to the Consolidated Financial Statements in Item 8 of this report.

(b)Net mark-to-market valuation of certain ~~items affecting comparability.~~commodity positions recognized in unallocated corporate items. Please see Note 8 to the Consolidated Financial Statements in Item 8 of this report.

(c)Product recall costs related to our international Green Giant business.

   Fiscal Year
Percent of Net Sales    2016 2015 2014 2013 2012
Operating profit as reported
   $ 2,707.4    16.3 % $ 2,077.3       11.8 % $ 2,957.4    16.5 % $ 2,851.8    16.0 % $ 2,562.4       15.4%
Mark-to-market effects (a)
   (62.8 ) (0.4 )% 89.7       0.5 % (48.5 ) (0.3 )% (4.4 ) —   % 104.2       0.6%
Divestitures (gain), (b)
   (148.2 ) (0.9 )% —         —   % (65.5 ) (0.4 )% —      —   % —         —  %
Acquisition integration costs (c)
   —      —   % 16.0       0.1 % —      —   % 12.3    0.1 % 11.2       0.1%
Venezuela currency devaluation (d)
   —      —   % 8.0       —   % 62.2    0.4 % 25.2    0.1 % —         —  %
Restructuring costs (e)
   229.8    1.4 % 343.5       1.9 % 3.6    —   % 18.6    0.1 % 100.6       0.6%
Project-related costs (e)
   57.5    0.4 % 13.2       0.1 % —      —   % —      —   % —         —  %
Intangible asset impairment (f)
   —      —   % 260.0       1.5 % —      —   % —      —   % —         —  %
Adjusted operating profit
   $ 2,783.7    16.8 % $ 2,807.7       15.9 % $ 2,909.2    16.2 % $ 2,903.5    16.3 % $ 2,778.4       16.7%

~~(a)~~

~~See Note 7 to the Consolidated Financial Statements in Item 8 of this report.~~

~~(b)~~

~~See Note 3 to the Consolidated Financial Statements in Item 8 of this report.~~

~~(c)~~

~~Integration costs resulting from the acquisitions of Annie’s in fiscal 2015, Yoki in fiscal 2013, and Yoplait SAS and Yoplait Marques SNC in fiscal 2012.~~

~~(d)~~

~~See Note 7 to the Consolidated Financial Statements in Item 8 of this report.~~

~~(e)~~

~~See Note 4 to the Consolidated Financial Statements in Item 8 of this report.~~

~~(f)~~

~~See Note 6 to the Consolidated Financial Statements in Item 8 of this report.~~

(d)Valuation losses and the loss on sale of certain corporate investments in fiscal 2020. Valuation gains on certain corporate investments in fiscal 2019.

(e)Loss on the sale of our La Salteña refrigerated dough business in Argentina and gain on the sale of our yogurt business in China in fiscal 2019. Please see Note 3 to the Consolidated Financial Statements in Item 8 of this report. Loss on the sale of our Martel, Ohio manufacturing facility in fiscal 2017. Fiscal 2016 represents the gain on the sale of our North American Green Giant product lines, the loss on the sale of our General Mills de Venezuela CA subsidiary, and the loss on the sale of our General Mills Argentina S.A. foodservice business.

(f)Costs related to the acquisition of Blue Buffalo. Fiscal 2019 represented acquisition integration costs, while fiscal 2018 represented acquisition transaction and integration costs.

(g)Impairment charges related to our Progresso, Food Should Taste Good,and Mountain High brand intangible assets and certain manufacturing assets in our North America Retail and Asia & Latin America segments in fiscal 2019. Impairment charges related to our Yoki, Mountain High,and Immaculate Baking brand intangible assets in fiscal 2018. Please see Note 6 to the Consolidated Financial Statements in Item 8 of this report.

(h)Represents a legal recovery related to our Yoplait SAS subsidiary.

(i)Represents the impact of hyperinflationary accounting for our Argentina subsidiary, which was sold in fiscal 2019.

Adjusted Operating Profit Growth on a Constant-currency Basis

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:

	Fiscal Year
	2020	2019	Change
Operating profit as reported	$2,953.9	$2,515.9	17	%
Restructuring charges (a)	50.2	77.6
Project-related costs (a)	1.5	1.3
Mark-to-market effects (b)	24.7	36.0
Product recall (c)	19.3	-
Investment activity, net (d)	8.4	(22.8)
Divestitures loss (e)	-	30.0
Acquisition integration costs (f)	-	25.6
Asset impairments (g)	-	207.4
Legal recovery (h)	-	(16.2)
Hyperinflationary accounting (i)	-	3.2
Adjusted operating profit	$3,058.0	$2,858.0	7	%
Foreign currency exchange impact			Flat
Adjusted operating profit growth, on a constant-currency basis			7	%

Note: Table may not foot due to rounding.

(a)Restructuring and project-related charges for previously announced restructuring actions. Please see Note 4 to the Consolidated Financial Statements in Item 8 of this report.

(b)Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please see Note 8 to the Consolidated Financial Statements in Item 8 of this report.

(c)Product recall costs related to our international Green Giant business.

(d)Valuation losses and the loss on sale of certain corporate investments in fiscal 2020. Valuation gains on certain corporate investments in fiscal 2019.

(e)Loss on the sale of our La Salteña and refrigerated dough business in Argentina and the gain on the sale of our yogurt business in China. Please see Note 3 to the Consolidated Financial Statements in Item 8 of this report.

(f)Integration costs resulting from the acquisition of Blue Buffalo in fiscal 2018.

(h)Represents a legal recovery related to our Yoplait SAS subsidiary.

(i)Represents the impact of hyperinflationary accounting for our Argentina subsidiary, which was sold in fiscal 2019.

Net Debt-to-Adjusted Earnings before Net Interest, Income Taxes, Depreciation and Amortization (EBITDA) Ratio

We believe that this measure provides useful information to investors because it is an indicator of our ability to incur additional debt and to service our existing debt.

The reconciliation of adjusted EBITDA to net earnings, including earnings attributable to redeemable and noncontrolling interests, its GAAP equivalent, as well as the calculation of the net debt-to-adjusted EBITDA ratio are as follows:

	Fiscal Year
In Millions		2020		2019
Total debt (a)	$	13,539.5	$	14,490.0
Cash		1,677.8		450.0
Net debt	$	11,861.7	$	14,040.0

Net earnings, including earnings attributable to redeemable and noncontrolling interests, as reported	$	2,210.8	$	1,786.2
Income taxes		480.5		367.8
Interest, net		466.5		521.8
Depreciation and amortization		594.7		620.1
EBITDA		3,752.5		3,295.9
After-tax earnings from joint ventures		(91.1)		(72.0)
Restructuring charges (b)		50.2		77.6
Project-related costs (b)		1.5		1.3
Mark-to-market effects (c)		24.7		36.0
Product recall (d)		19.3		-
Investment activity, net (e)		8.4		(22.8)
Divestitures loss (f)		-		30.0
Acquisition integration costs (g)		-		25.6
Asset impairments (h)		-		207.4
Legal recovery (i)		-		(16.2)
Hyperinflationary accounting (j)		-		3.2
Adjusted EBITDA	$	3,765.6	$	3,566.0

Net debt-to-adjusted EBITDA ratio		3.2		3.9

Note: Table may not foot due to rounding.

(a)Notes payable and long-term debt, including current portion.

(b)Restructuring and project-related charges for previously announced restructuring actions. Please see Note 4 to the Consolidated Financial Statements in Item 8 of this report.

(c)Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please see Note 8 to the Consolidated Financial Statements in Item 8 of this report.

(d)Product recall costs related to our international Green Giant business.

(e)Valuation losses and the loss on sale of certain corporate investments in fiscal 2020. Valuation gains on certain corporate investments in fiscal 2019.

(f)Loss on the sale of our La Salteña refrigerated dough business in Argentina and the gain on the sale of our yogurt business in China. Please see Note 3 to the Consolidated Financial Statements in Item 8 of this report.

(g)Integration costs resulting from the acquisition of Blue Buffalo in fiscal 2018.

(h)Impairment charges related to our Progresso, Food Should Taste Good,and Mountain High brand intangible assets and certain manufacturing assets in our North America Retail and Asia & Latin America segments. Please see Note 6 to the Consolidated Financial Statements in Item 8 of this report.

(i)Represents a legal recovery related to our Yoplait SAS subsidiary.

(j)Represents the impact of hyperinflationary accounting for our Argentina subsidiary, which was sold in fiscal 2019.

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 SEC and in our reports to shareholders.

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 wish to 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: the impact of the COVID-19 pandemic on our business, suppliers, consumers, customers, and employees; disruptions or inefficiencies in the supply chain, including any impact of the COVID-19 pandemic; 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;~~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 significant 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, and energy; ~~disruptions or inefficiencies in the supply chain;~~ effectiveness of restructuring and cost ~~savings~~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 this report, 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~~

ITEM 7A - Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk stemming from changes in interest and foreign exchange rates and commodity and equity prices. Changes in these factors could cause fluctuations in our earnings and cash flows. In the normal course of business, we actively manage our exposure to these market risks by entering into various hedging transactions, authorized under established policies that place clear controls on these activities. The counterparties in these transactions are generally highly rated institutions. We establish credit limits for each counterparty. Our hedging transactions include but are not limited to a variety of derivative financial instruments. For information on interest rate, foreign exchange, commodity price, and equity instrument risk, please see Note 78 to the Consolidated Financial Statements in Item 8 of this report.

VALUE AT RISK

The estimates in the table below are intended to measure the maximum potential fair value we could lose in one day from adverse changes in market interest rates, foreign exchange rates, commodity prices, and equity prices under normal market conditions. A Monte Carlo value-at-risk (VAR) methodology was used to quantify the market risk for our exposures. The models assumed normal market conditions and used a 95 percent confidence level.

The VAR calculation used historical interest and foreign exchange rates, and commodity and equity prices from the past year to estimate the potential volatility and correlation of these rates in the future. The market data were drawn from the ~~RiskMetrics™~~RiskMetrics™ data set. The calculations are not intended to represent actual losses in fair value that we expect to incur. Further, since the hedging instrument (the derivative) inversely correlates with the underlying exposure, we would expect that any loss or gain in the fair value of our derivatives would be generally offset by an increase or decrease in the fair value of the underlying exposure. The positions included in the calculations were: debt; investments; interest rate swaps; foreign exchange forwards; commodity swaps, futures, and options; and equity instruments. The calculations do not include the underlying foreign exchange and commodities or equity-related positions that are offset by these market-risk-sensitive instruments.

The table below presents the estimated maximum potential VAR arising from a one-day loss in fair value for our interest rate, foreign currency, commodity, and equity market-risk-sensitive instruments outstanding as of May ~~29, 2016,~~31, 2020 and May ~~31, 2015,~~26, 2019, and the average fair value impact during the year ended May ~~29, 2016.~~31, 2020.


	Fair Value Impact						Fair Value Impact
In Millions	May 29, 2016		Average during fiscal 2016		May 31, 2015			May 31, 2020		Average during fiscal 2020		May 26, 2019
Interest rate instruments	$	33.3	$	30.7	$	25.1	$	78.8	$	80.3	$	74.4
Foreign currency instruments		27.6		24.4		17.9		19.3		15.3		16.8
Commodity instruments		3.3		3.7		3.7		2.6		3.0		4.1
Equity instruments		1.7		1.6		1.2		5.0		2.9		2.3

ITEM 8 - Financial Statements and Supplementary Data

~~ITEM 8~~ ~~Financial Statements and Supplementary Data~~

REPORT OF MANAGEMENT RESPONSIBILITIES

The management of General Mills, Inc. is responsible for the fairness and accuracy of the consolidated financial statements. The statements have been prepared in accordance with accounting principles that are generally accepted in the United States, using management’s best estimates and judgments where appropriate. The financial information throughout this Annual Report on Form 10-K is consistent with our consolidated financial statements.

Management has established a system of internal controls that provides reasonable assurance that assets are adequately safeguarded and transactions are recorded accurately in all material respects, in accordance with management’s authorization. We maintain a strong audit program that independently evaluates the adequacy and effectiveness of internal controls. Our internal controls provide for appropriate separation of duties and responsibilities, and there are documented policies regarding use of our assets and proper financial reporting. These formally stated and regularly communicated policies demand highly ethical conduct from all employees.

The Audit Committee of the Board of Directors meets regularly with management, internal auditors, and our independent registered public accounting firm to review internal control, auditing, and financial reporting matters. The independent registered public accounting firm, internal auditors, and employees have full and free access to the Audit Committee at any time.

The Audit Committee reviewed and approved the Company’s annual financial statements. The Audit Committee recommended, and the Board of Directors approved, that the consolidated financial statements be included in the Annual Report. The Audit Committee also appointed KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal ~~2017.~~2021.


~~/s/ K. J. Powell~~				~~/s/ D. L. Mulligan~~

~~K. J. Powell~~				~~D. L. Mulligan~~
~~Chairman of the Board~~				~~Executive Vice President~~
~~and Chief Executive Officer~~				~~and Chief Financial Officer~~

~~June 30, 2016~~

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

J. L. HarmeningK. A. Bruce

Chief Executive OfficerChief Financial Officer

July 2, 2020

Report of Independent Registered Public Accounting Firm

~~The~~

To the Stockholders and Board of Directors ~~and Stockholders~~

General Mills, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of General Mills, Inc. and subsidiaries (the “Company”) as of May ~~29, 2016~~31, 2020 and May ~~31, 2015, and~~26, 2019, the related consolidated statements of earnings, comprehensive income, total equity and redeemable interest, and cash flows for each of the ~~fiscal~~ years in the three-year period ended May ~~29, 2016. In connection with our audits of~~31, 2020, and the ~~consolidated financial statements, we have audited the accompanying~~related notes and financial statement ~~schedule.~~schedule II (collectively, the “consolidated financial statements”). We also have audited ~~General Mills, Inc.’s~~the Company’s internal control over financial reporting as of May ~~29, 2016,~~31, 2020, based on criteria established inInternal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway ~~Commission (COSO). General Mills, Inc.’s~~Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 31, 2020 and May 26, 2019, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended May 31, 2020, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 31, 2020 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Change in Accounting Principle

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

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, ~~and financial statement schedule,~~ for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying ~~Item 9A~~ Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on ~~these~~the Company’s consolidated financial statements ~~and financial statement schedule~~ and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the consolidated financial ~~statements, assessing~~statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, ~~and~~as well as evaluating the overall presentation of the consolidated financial ~~statement presentation.~~statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~In our opinion,~~Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements ~~referred~~that was communicated or required to ~~above present fairly,~~be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in all material respects, the financial position of General Mills, Inc. and subsidiaries as of May 29, 2016 and May 31, 2015, and the results of their operations and their cash flows for each of the fiscal years in the three-year period ended May 29, 2016, in conformity with U.S. generally accepted accounting principles. Also inany way our opinion on the ~~accompanying financial statement schedule, when considered in relation to the basic~~ consolidated financial statements, taken as a whole, ~~presents fairly,~~and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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

As discussed in ~~all material respects,~~Note 6 to the ~~information set forth therein. Also in our opinion, General Mills, Inc. maintained, in all material respects, effective internal control over~~consolidated financial ~~reporting~~statements, the goodwill and brand and other indefinite-lived intangibles balances as of May ~~29, 2016, based on criteria established~~31, 2020 were $13,923.2 million and $6,561.4 million, respectively. The impairment tests for these assets, which are performed annually and whenever events or changes in~~Internal Control – Integrated Framework (2013)~~ ~~issued by~~ circumstances indicate that impairment may have occurred, require the ~~Committee of Sponsoring Organizations~~Company to estimate the fair value of the ~~Treadway Commission.~~reporting units to which goodwill is assigned as well as the brand and other indefinite-lived intangible assets. The fair value estimates are derived from discounted cash flow analyses that require the Company to make judgments about highly subjective matters, including future operating results, including revenue growth rates and operating margins, and an estimate of the discount rates and royalty rates.

We identified the evaluation of valuation of goodwill and brands and other indefinite-lived intangible assets as a critical audit matter. There was a significant degree of judgment required in evaluating audit evidence, which consists primarily of forward looking assumptions about future operating results, specifically the revenue growth rates, operating margins, royalty rates and subjective inputs used to estimate the discount rates.

The primary procedures we performed to address this critical audit matter included the following. We evaluated the design and tested the operating effectiveness of internal controls related to the critical audit matter. This included controls related to the assumptions about future operating results and the discount and royalty rates used to measure the reporting unit and brand and other intangible fair values. We performed sensitivity analyses over the revenue growth rates, operating margins, brand royalty rates and discount rates to assess the impact of other points within a range of potential assumptions. We evaluated the revenue growth rates and operating margin assumptions by comparing them to recent financial performance and external market and industry data. We evaluated whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discount rates and royalty rates by comparing them against rate ranges that were independently developed using publicly available market data for comparable entities.

/s/ KPMG LLP

We have served as the Company’s auditor since 1928.

Minneapolis, Minnesota

~~June 30, 2016~~July 2, 2020

Consolidated Statements of Earnings
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except per Share Data)

	Fiscal Year
	2020		2019		2018
Net sales	$	17,626.6	$	16,865.2	$	15,740.4
Cost of sales		11,496.7		11,108.4		10,304.8
Selling, general, and administrative expenses		3,151.6		2,935.8		2,850.1
Divestitures loss		-		30.0		-
Restructuring, impairment, and other exit costs		24.4		275.1		165.6
Operating profit		2,953.9		2,515.9		2,419.9
Benefit plan non-service income		(112.8)		(87.9)		(89.4)
Interest, net		466.5		521.8		373.7
Earnings before income taxes and after-tax earnings from joint ventures		2,600.2		2,082.0		2,135.6
Income taxes		480.5		367.8		57.3
After-tax earnings from joint ventures		91.1		72.0		84.7
Net earnings, including earnings attributable to redeemable and noncontrolling interests		2,210.8		1,786.2		2,163.0
Net earnings attributable to redeemable and noncontrolling interests		29.6		33.5		32.0
Net earnings attributable to General Mills	$	2,181.2	$	1,752.7	$	2,131.0
Earnings per share - basic	$	3.59	$	2.92	$	3.69
Earnings per share - diluted	$	3.56	$	2.90	$	3.64
Dividends per share	$	1.96	$	1.96	$	1.96
See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions)

	Fiscal Year
	2020		2019		2018
Net earnings, including earnings attributable to redeemable and noncontrolling interests	$	2,210.8	$	1,786.2	$	2,163.0
Other comprehensive income (loss), net of tax:
Foreign currency translation		(169.1)		(82.8)		(37.0)
Net actuarial (loss) income		(224.6)		(253.4)		140.1
Other fair value changes:
Securities		-		-		1.2
Hedge derivatives		3.2		12.1		(50.8)
Reclassification to earnings:
Securities		-		(2.0)		(5.1)
Hedge derivatives		4.1		0.9		17.4
Amortization of losses and prior service costs		77.9		84.6		117.6
Other comprehensive (loss) income, net of tax		(308.5)		(240.6)		183.4
Total comprehensive income		1,902.3		1,545.6		2,346.4
Comprehensive income (loss) attributable to redeemable and noncontrolling interests		10.1		(10.7)		70.5
Comprehensive income attributable to General Mills	$	1,892.2	$	1,556.3	$	2,275.9
See accompanying notes to consolidated financial statements.

Consolidated Balance Sheets
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except Par Value)
	May 31, 2020		May 26, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	1,677.8	$	450.0
Receivables		1,615.1		1,679.7
Inventories		1,426.3		1,559.3
Prepaid expenses and other current assets		402.1		497.5
Total current assets		5,121.3		4,186.5
Land, buildings, and equipment		3,580.6		3,787.2
Goodwill		13,923.2		13,995.8
Other intangible assets		7,095.8		7,166.8
Other assets		1,085.8		974.9
Total assets	$	30,806.7	$	30,111.2

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	3,247.7	$	2,854.1
Current portion of long-term debt		2,331.5		1,396.5
Notes payable		279.0		1,468.7
Other current liabilities		1,633.3		1,367.8
Total current liabilities		7,491.5		7,087.1
Long-term debt		10,929.0		11,624.8
Deferred income taxes		1,947.1		2,031.0
Other liabilities		1,545.0		1,448.9
Total liabilities		21,912.6		22,191.8
Redeemable interest		544.6		551.7
Stockholders' equity:
Common stock, 754.6 shares issued, $0.10 par value		75.5		75.5
Additional paid-in capital		1,348.6		1,386.7
Retained earnings		15,982.1		14,996.7
Common stock in treasury, at cost, shares of 144.8 and 152.7		(6,433.3)		(6,779.0)
Accumulated other comprehensive loss		(2,914.4)		(2,625.4)
Total stockholders' equity		8,058.5		7,054.5
Noncontrolling interests		291.0		313.2
Total equity		8,349.5		7,367.7
Total liabilities and equity	$	30,806.7	$	30,111.2
See accompanying notes to consolidated financial statements.

Consolidated Statements of Total Equity and Redeemable Interest
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except per Share Data)
	Fiscal Year
	2020			2019			2018
	Shares	Amount		Shares	Amount		Shares	Amount
Total equity, beginning balance		$	7,367.7		$	6,492.4		$	4,685.5
Common stock	754.6		75.5	754.6		75.5	754.6		75.5
Additional paid-in capital:
Beginning balance			1,386.7			1,202.5			1,120.9
Shares issued			-			-			(39.1)
Stock compensation plans			(12.1)			(96.4)			(57.9)
Unearned compensation related to stock unit awards			(85.7)			(71.3)			(58.1)
Earned compensation			92.8			82.8			77.0
(Increase) decrease in redemption value of redeemable interest			(33.1)			269.1			159.7
Ending balance			1,348.6			1,386.7			1,202.5
Retained earnings:
Beginning balance			14,996.7			14,459.6			13,138.9
Comprehensive income			2,181.2			1,752.7			2,131.0
Cash dividends declared ($1.96, $1.96, and $1.96 per share)			(1,195.8)			(1,181.7)			(1,139.7)
Reclassification of certain income tax effects			-			-			329.4
Adoption of revenue recognition accounting requirements			-			(33.9)			-
Ending balance			15,982.1			14,996.7			14,459.6
Common stock in treasury:
Beginning balance	(152.7)		(6,779.0)	(161.5)		(7,167.5)	(177.7)		(7,762.9)
Shares purchased	(0.1)		(3.4)	-		(1.1)	(10.9)		(601.6)
Shares issued	-		-	-		-	22.7		1,009.0
Stock compensation plans	8.0		349.1	8.8		389.6	4.4		188.0
Ending balance	(144.8)		(6,433.3)	(152.7)		(6,779.0)	(161.5)		(7,167.5)
Accumulated other comprehensive loss:
Beginning balance			(2,625.4)			(2,429.0)			(2,244.5)
Comprehensive (loss) income			(289.0)			(196.4)			144.9
Reclassification of certain income tax effects			-			-			(329.4)
Ending balance			(2,914.4)			(2,625.4)			(2,429.0)
Noncontrolling interests:
Beginning balance			313.2			351.3			357.6
Comprehensive income			10.3			0.4			26.9
Distributions to redeemable and noncontrolling interest holders			(32.5)			(38.5)			(33.2)
Ending balance			291.0			313.2			351.3
Total equity, ending balance		$	8,349.5		$	7,367.7		$	6,492.4
Redeemable interest:
Beginning balance			551.7			776.2			910.9
Comprehensive (loss) income			(0.2)			(11.1)			43.6
Increase in investment in redeemable interest			-			55.7			-
Increase (decrease) in redemption value of redeemable interest			33.1			(269.1)			(159.7)
Distributions to redeemable and noncontrolling interest holders			(40.0)			-			(18.6)
Ending balance		$	544.6		$	551.7		$	776.2
See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions)
	Fiscal Year
	2020		2019		2018
Cash Flows - Operating Activities
Net earnings, including earnings attributable to redeemable and noncontrolling interests	$	2,210.8	$	1,786.2	$	2,163.0
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		594.7		620.1		618.8
After-tax earnings from joint ventures		(91.1)		(72.0)		(84.7)
Distributions of earnings from joint ventures		76.5		86.7		113.2
Stock-based compensation		94.9		84.9		77.0
Deferred income taxes		(29.6)		93.5		(504.3)
Pension and other postretirement benefit plan contributions		(31.1)		(28.8)		(31.8)
Pension and other postretirement benefit plan costs		(32.3)		6.1		4.6
Divestitures loss		-		30.0		-
Restructuring, impairment, and other exit costs		43.6		235.7		126.0
Changes in current assets and liabilities, excluding the effects of acquisitions and divestitures		793.9		(7.5)		542.1
Other, net		45.9		(27.9)		(182.9)
Net cash provided by operating activities		3,676.2		2,807.0		2,841.0
Cash Flows - Investing Activities
Purchases of land, buildings, and equipment		(460.8)		(537.6)		(622.7)
Acquisition, net of cash acquired		-		-		(8,035.8)
Investments in affiliates, net		(48.0)		0.1		(17.3)
Proceeds from disposal of land, buildings, and equipment		1.7		14.3		1.4
Proceeds from divestitures		-		26.4		-
Other, net		20.9		(59.7)		(11.0)
Net cash used by investing activities		(486.2)		(556.5)		(8,685.4)
Cash Flows - Financing Activities
Change in notes payable		(1,158.6)		(66.3)		327.5
Issuance of long-term debt		1,638.1		339.1		6,550.0
Payment of long-term debt		(1,396.7)		(1,493.8)		(600.1)
Proceeds from common stock issued on exercised options		263.4		241.4		99.3
Proceeds from common stock issued		-		-		969.9
Purchases of common stock for treasury		(3.4)		(1.1)		(601.6)
Dividends paid		(1,195.8)		(1,181.7)		(1,139.7)
Investments in redeemable interest		-		55.7		-
Distributions to noncontrolling and redeemable interest holders		(72.5)		(38.5)		(51.8)
Other, net		(16.0)		(31.2)		(108.0)
Net cash (used) provided by financing activities		(1,941.5)		(2,176.4)		5,445.5
Effect of exchange rate changes on cash and cash equivalents		(20.7)		(23.1)		31.8
Increase (decrease) in cash and cash equivalents		1,227.8		51.0		(367.1)
Cash and cash equivalents - beginning of year		450.0		399.0		766.1
Cash and cash equivalents - end of year	$	1,677.8	$	450.0	$	399.0
Cash flow from changes in current assets and liabilities, excluding the effects of acquisitions and divestitures:
Receivables	$	37.9	$	(42.7)	$	(122.7)
Inventories		103.1		53.7		15.6
Prepaid expenses and other current assets		94.2		(114.3)		(10.7)
Accounts payable		392.5		162.4		575.3
Other current liabilities		166.2		(66.6)		84.6
Changes in current assets and liabilities	$	793.9	$	(7.5)	$	542.1
See accompanying notes to consolidated financial statements.

Notes to Consolidated Financial Statements

~~Consolidated Statements of Earnings~~

GENERAL MILLS, INC. AND SUBSIDIARIES

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

   Fiscal Year
   2016 2015    2014
Net sales
   $ 16,563.1    $ 17,630.3       $ 17,909.6
Cost of sales
   10,733.6    11,681.1       11,539.8
Selling, general, and administrative expenses
   3,118.9    3,328.0       3,474.3
Divestitures (gain)
   (148.2 ) —       (65.5 )
Restructuring, impairment, and other exit costs
   151.4    543.9       3.6




Operating profit
   2,707.4    2,077.3       2,957.4
Interest, net
   303.8    315.4       302.4




Earnings before income taxes and after-tax earnings from joint ventures
   2,403.6    1,761.9       2,655.0
Income taxes
   755.2    586.8       883.3
After-tax earnings from joint ventures
   88.4    84.3       89.6




Net earnings, including earnings attributable to redeemable and noncontrolling interests
   1,736.8    1,259.4       1,861.3
Net earnings attributable to redeemable and noncontrolling interests
   39.4    38.1       36.9




Net earnings attributable to General Mills
   $ 1,697.4    $ 1,221.3       $ 1,824.4




Earnings per share - basic
   $ 2.83    $ 2.02       $ 2.90




Earnings per share - diluted
   $ 2.77    $ 1.97       $ 2.83




Dividends per share
   $ 1.78    $ 1.67       $ 1.55

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

~~Consolidated Statements of Comprehensive Income~~

~~GENERAL MILLS, INC. AND SUBSIDIARIES~~

~~(In Millions)~~

   Fiscal Year
   2016 2015 2014
Net earnings, including earnings attributable to redeemable and noncontrolling interests
   $ 1,736.8    $ 1,259.4    $ 1,861.3
Other comprehensive income (loss), net of tax:

Foreign currency translation
   (108.7 ) (957.9 ) (11.3 )
Net actuarial income (loss)
   (325.9 ) (358.4 ) 206.0
Other fair value changes:

Securities
   0.1    0.8    0.3
Hedge derivatives
   16.0    4.1    5.0
Reclassification to earnings:

Hedge derivatives
   (9.5 ) 4.9    (4.6 )
Amortization of losses and prior service costs
   128.6    105.1    107.6


Other comprehensive income (loss), net of tax
   (299.4 ) (1,201.4 ) 303.0


Total comprehensive income
   1,437.4    58.0    2,164.3
Comprehensive income (loss) attributable to redeemable and noncontrolling interests
   41.5    (192.9 ) 94.9


Comprehensive income attributable to General Mills
   $ 1,395.9    $ 250.9    $ 2,069.4

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

~~Consolidated Balance Sheets~~

~~GENERAL MILLS, INC. AND SUBSIDIARIES~~

~~(In Millions, Except Par Value)~~

   May 29,
2016 May 31,
2015

ASSETS

Current assets:

Cash and cash equivalents
   $ 763.7    $ 334.2
Receivables
   1,360.8    1,386.7
Inventories
   1,413.7    1,540.9
Prepaid expenses and other current assets
   399.0    423.8


Total current assets
   3,937.2    3,685.6
Land, buildings, and equipment
   3,743.6    3,783.3
Goodwill
   8,741.2    8,874.9
Other intangible assets
   4,538.6    4,677.0
Other assets
   751.7    811.2


Total assets
   $ 21,712.3    $ 21,832.0


LIABILITIES AND EQUITY

Current liabilities:

Accounts payable
   $ 2,046.5    $ 1,684.0
Current portion of long-term debt
   1,103.4    1,000.4
Notes payable
   269.8    615.8
Other current liabilities
   1,595.0    1,589.9


Total current liabilities
   5,014.7    4,890.1
Long-term debt
   7,057.7    7,575.3
Deferred income taxes
   1,399.6    1,450.2
Other liabilities
   2,087.6    1,744.8


Total liabilities
   15,559.6    15,660.4


Redeemable interest
   845.6    778.9
Stockholders’ equity:

Common stock, 754.6 shares issued, $0.10 par value
   75.5    75.5
Additional paid-in capital
   1,177.0    1,296.7
Retained earnings
   12,616.5    11,990.8
Common stock in treasury, at cost, shares of 157.8 and 155.9
   (6,326.6 ) (6,055.6 )
Accumulated other comprehensive loss
   (2,612.2 ) (2,310.7 )


Total stockholders’ equity
   4,930.2    4,996.7
Noncontrolling interests
   376.9    396.0


Total equity
   5,307.1    5,392.7


Total liabilities and equity
   $ 21,712.3    $ 21,832.0

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

~~Consolidated Statements of Total Equity, and Redeemable Interest~~

~~GENERAL MILLS, INC. AND SUBSIDIARIES~~

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

$.10 Par Value Common Stock
(One Billion Shares Authorized)

Issued Treasury
   Shares Par
Amount Additional
Paid-In
Capital Shares Amount Retained
Earnings
Accumulated
Other
Comprehensive
Loss

Non-
controlling
Interests

Total
Equity

Redeemable
Interest

Balance as of May 26, 2013
754.6    $ 75.5    $ 1,166.6    (113.8 ) $ (3,687.2 ) $ 10,702.6    $ (1,585.3 ) $ 456.3    $ 7,128.5    $ 967.5
Total comprehensive income
1,824.4    245.0    24.9    2,094.3    70.0
Cash dividends declared ($1.17 per share)
(739.8 ) (739.8 )
Shares purchased
30.0    (35.6 ) (1,775.3 ) (1,745.3 )
Stock compensation plans (includes income tax benefits of $69.3)
13.8    7.1    243.1    256.9
Unearned compensation related to restricted stock unit awards
(91.3 ) (91.3 ) ��
Earned compensation
108.5    108.5
Decrease in redemption value of redeemable interest
4.2    4.2    (4.2 )
Addition of noncontrolling interest
17.6    17.6
Distributions to redeemable and noncontrolling interest holders
(28.2 ) (28.2 ) (49.2 )
Balance as of May 25, 2014
754.6    75.5    1,231.8    (142.3 ) (5,219.4 ) 11,787.2    (1,340.3 ) 470.6    7,005.4    984.1
Total comprehensive income (loss)
1,221.3    (970.4 ) (70.0 ) 180.9    (122.9 )
Cash dividends declared ($1.67 per share)
(1,017.7 ) (1,017.7 )
Shares purchased
(22.3 ) (1,161.9 ) (1,161.9 )
Stock compensation plans (includes income tax benefits of $74.6)
(38.1 ) 8.7    325.7    287.6
Unearned compensation related to stock unit awards
(80.8 ) (80.8 )
Earned compensation
111.1    111.1
Decrease in redemption value of redeemable interest
83.2    83.2    (83.2 )
Addition of noncontrolling interest
20.7    20.7
Acquisition of interest in subsidiary
(10.5 ) 0.6    (9.9 )
Distributions to redeemable and noncontrolling interest holders
(25.9 ) (25.9 ) 0.9
Balance as of May 31, 2015
754.6    75.5    1,296.7    (155.9 ) (6,055.6 ) 11,990.8    (2,310.7 ) 396.0    5,392.7    778.9
Total comprehensive income (loss)
1,697.4    (301.5 ) 11.2    1,407.1    30.3
Cash dividends declared (1.78 per share)
(1,071.7 ) (1,071.7 )
Shares purchased
(10.7 ) (606.7 ) (606.7 )
Stock compensation plans (includes income tax benefits of $94.1)
(46.3 ) 8.8    335.7    289.4
Unearned compensation related to stock unit awards
(63.3 ) (63.3 )
Earned compensation
84.8    84.8
Increase in redemption value of redeemable interest
(91.5 ) (91.5 ) 91.5
Acquisition of interest in subsidiary
(3.4 ) (1.1 ) (4.5 )
Distributions to redeemable and noncontrolling interest holders
(29.2 ) (29.2 ) (55.1 )
Balance as of May 29, 2016
754.6    $75.5    $1,177.0    (157.8 ) $ (6,326.6 ) $12,616.5    $ (2,612.2 ) $376.9    $5,307.1    $845.6

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

~~Consolidated Statements of Cash Flows~~

~~GENERAL MILLS, INC. AND SUBSIDIARIES~~

~~(In Millions)~~

   Fiscal Year
   2016 2015 2014
Cash Flows - Operating Activities

Net earnings, including earnings attributable to redeemable and noncontrolling interests
   $ 1,736.8    $ 1,259.4    $ 1,861.3
Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization
   608.1    588.3    585.4
After-tax earnings from joint ventures
   (88.4 ) (84.3 ) (89.6 )
Distributions of earnings from joint ventures
   75.1    72.6    90.5
Stock-based compensation
   89.8    106.4    108.5
Deferred income taxes
   120.6    25.3    172.5
Tax benefit on exercised options
   (94.1 ) (74.6 ) (69.3 )
Pension and other postretirement benefit plan contributions
   (47.8 ) (49.5 ) (49.7 )
Pension and other postretirement benefit plan costs
   118.1    91.3    124.1
Divestitures (gain), net
   (148.2 ) —    (65.5 )
Restructuring, impairment, and other exit costs
   107.2    531.1    (18.8 )
Changes in current assets and liabilities, excluding the effects of acquisitions and divestitures
   258.2    214.7    (32.2 )
Other, net
   (105.6 ) (137.9 ) (76.2 )


Net cash provided by operating activities
   2,629.8    2,542.8    2,541.0


Cash Flows - Investing Activities

Purchases of land, buildings, and equipment
   (729.3 ) (712.4 ) (663.5 )
Acquisitions, net of cash acquired
   (84.0 ) (822.3 ) —
Investments in affiliates, net
   63.9    (102.4 ) (54.9 )
Proceeds from disposal of land, buildings, and equipment
   4.4    11.0    6.6
Proceeds from divestitures
   828.5    —    121.6
Exchangeable note
   21.1    27.9    29.3
Other, net
   (11.2 ) (4.0 ) (0.9 )


Net cash provided (used) by investing activities
   93.4    (1,602.2 ) (561.8 )


Cash Flows - Financing Activities

Change in notes payable
   (323.8 ) (509.8 ) 572.9
Issuance of long-term debt
   542.5    2,253.2    1,673.0
Payment of long-term debt
   (1,000.4 ) (1,145.8 ) (1,444.8 )
Proceeds from common stock issued on exercised options
   171.9    163.7    108.1
Tax benefit on exercised options
   94.1    74.6    69.3
Purchases of common stock for treasury
   (606.7 ) (1,161.9 ) (1,745.3 )
Dividends paid
   (1,071.7 ) (1,017.7 ) (983.3 )
Addition of noncontrolling interest
   —    —    17.6
Distributions to noncontrolling and redeemable interest holders
   (84.3 ) (25.0 ) (77.4 )
Other, net
   (7.2 ) (16.1 ) (14.2 )


Net cash used by financing activities
   (2,285.6 ) (1,384.8 ) (1,824.1 )


Effect of exchange rate changes on cash and cash equivalents
   (8.1 ) (88.9 ) (29.2 )


Increase (decrease) in cash and cash equivalents
   429.5    (533.1 ) 125.9
Cash and cash equivalents - beginning of year
   334.2    867.3    741.4


Cash and cash equivalents - end of year
   $ 763.7    $ 334.2    $ 867.3


Cash Flow from Changes in Current Assets and Liabilities, excluding the effects of acquisitions and divestitures:

Receivables
   $ (6.9 ) $ 6.8    $ (41.0 )
Inventories
   (146.1 ) (24.2 ) (88.3 )
Prepaid expenses and other current assets
   (0.1 ) (50.5 ) 10.5
Accounts payable
   318.7    145.8    191.5
Other current liabilities
   92.6    136.8    (104.9 )


Changes in current assets and liabilities
   $ 258.2    $ 214.7    $ (32.2 )

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

~~Notes to Consolidated Financial Statements~~

~~GENERAL MILLS, INC. AND SUBSIDIARIES~~

NOTE 1. BASIS OF PRESENTATION AND RECLASSIFICATIONS

Basis of Presentation

Our Consolidated Financial Statements include the accounts of General Mills, Inc. and all subsidiaries in which we have a controlling financial interest. Intercompany transactions and accounts, including any noncontrolling and redeemable interests’ share of those transactions, are eliminated in consolidation.

Our fiscal year ends on the last Sunday in May. Fiscal year 2020 consisted of 53 weeks, while fiscal years ~~2016~~2019 and ~~2014~~2018 consisted of 52 ~~weeks, while fiscal year 2015 consisted of 53~~ weeks.

Certain reclassifications to our previously reported financial information have been made to conform to the current period presentation. See Note 2 for additional information.

Change in Reporting Period

As part of a long-term plan to conform the fiscal year ends of all our operations, in fiscal ~~2016~~2020 we changed the reporting period of ~~Yoplait SAS and Yoplait Marques SNC within~~ our ~~International segment and Annie’s, Inc. (Annie’s) within our U.S. Retail~~Pet segment from an April fiscal year-end to a May fiscal year-end to match our fiscal calendar. Accordingly, inour fiscal ~~2016, our~~2020 results ~~included~~include 13 months of Pet segment results ~~from the affected operations.~~compared to 12 months in fiscal 2019. The impact of ~~these changes~~this change was not material to our consolidated results of ~~operations.~~operations and, therefore, we did not restate prior period financial statements for comparability. Our ~~General Mills Brasil Alimentos Ltda (Yoki) and~~ India ~~businesses remain~~business is on an April fiscal year end.

~~Certain reclassifications to our previously reported financial information have been made to conform to the current period presentation.~~

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

We consider all investments purchased with an original maturity of three months or less to be cash equivalents.

~~Inventories~~

Inventories

All inventories in the United States other than grain are valued at the lower of cost, using the last-in, first-out (LIFO) method, or market. Grain inventories are valued at net realizable value, and all related cash contracts and derivatives are valued at ~~market~~fair value, with all net changes in value recorded in earnings currently.

Inventories outside of the United States are generally valued at the lower of cost, using the first-in, first-out (FIFO) method, or ~~market.~~net realizable value.

Shipping costs associated with the distribution of finished product to our customers are recorded as cost of sales, and are recognized when the related finished product is shipped to and accepted by the customer.

Land, Buildings, Equipment, and Depreciation

Land is recorded at historical cost. Buildings and equipment, including capitalized interest and internal engineering costs, are recorded at cost and depreciated over estimated useful lives, primarily using the straight-line method. Ordinary maintenance and repairs are charged to cost of sales. Buildings are usually depreciated over 40 years, and equipment, furniture, and software are usually depreciated over 3 to 10 years. Fully depreciated assets are retained in buildings and equipment until disposal. When an item is sold or retired, the accounts are relieved of its cost and related accumulated depreciation and the resulting gains and losses, if any, are recognized in earnings. As of May ~~29, 2016,~~31, 2020, assets held for sale were insignificant.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows from the operation and disposition of the asset group are less than the carrying amount of the asset group. Asset groups have identifiable cash flows and are largely independent of other asset groups. Measurement of an impairment loss would be based on the excess of the carrying amount of the asset group over its fair value. Fair value is measured using a discounted cash flow model or independent appraisals, as appropriate.

Goodwill and Other Intangible Assets

Goodwill is not subject to amortization and is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. ~~In fiscal 2016, we changed the date of~~We perform our annual goodwill and indefinite-lived intangible ~~asset~~assets impairment ~~assessment from the first day~~test as of ~~the third quarter to~~ the first day of the second quarter ~~to more closely align with~~of the ~~timing of our annual long-range planning process.~~fiscal year. Impairment testing is performed for each of our reporting units. We compare the carrying value of a reporting unit, including goodwill, to the fair value of the unit. Carrying value is based on the assets and liabilities associated with the operations of that reporting unit, which often requires allocation of shared or corporate items among reporting units. If the carrying amount of a reporting unit exceeds its fair value, ~~we revalue all assets and liabilities~~impairment has occurred. We recognize an

impairment charge for the amount by which the carrying amount of the reporting unit ~~excluding goodwill, to determine if the~~exceeds its fair value ofup to the ~~net assets is greater than the net assets including goodwill. If the fair value of the net assets is less than the carrying~~total amount of ~~net assets including~~ goodwill ~~impairment has occurred.~~allocated to the reporting unit. Our estimates of fair value are determined based on a discounted cash flow model. Growth rates for sales and profits are determined using inputs from our long-range planning process. We also make estimates of discount rates, perpetuity growth assumptions, market comparables, and other factors.

We evaluate the useful lives of our other intangible assets, mainly brands, to determine if they are finite or indefinite-lived. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, known technological advances, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required maintenance expenditures, and the expected lives of other related groups of assets. Intangible assets that are deemed to have ~~definite~~finite lives are amortized on a straight-line basis, over their useful lives, generally ranging from 4 to 30 years.

Our indefinite-lived intangible assets, mainly intangible assets primarily associated with theBlue Buffalo,Pillsbury,Totino’s,~~Progresso~~Yoplait,~~Yoplait~~,Old El Paso,~~Yoki~~Progresso, Annie’s, Häagen-Dazs, and ~~Annie’s~~ Yoki brands, are also tested for impairment annually and whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Our estimate of the fair value of the brands is based on a discounted cash flow model using inputs which included projected revenues from our long-range plan, assumed royalty rates that could be payable if we did not own the brands, and a discount rate.

Our finite-lived intangible assets, primarily acquired franchise agreements and customer relationships, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows from the operation and disposition of the asset are less than the carrying amount of the asset. Assets generally have identifiable cash flows and are largely independent of other assets. Measurement of an impairment loss would be based on the excess of the carrying amount of the asset over its fair value. Fair value is measured using a discounted cash flow model or other similar valuation model, as appropriate.

Leases

We determine whether an arrangement is a lease at inception. When our lease arrangements include lease and non-lease components, we account for lease and non-lease components (e.g. common area maintenance) separately based on their relative standalone prices.

Any lease arrangements with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheet, and we recognize lease costs for these lease arrangements on a straight-line basis over the lease term. Many of our lease arrangements provide us with options to exercise one or more renewal terms or to terminate the lease arrangement. We include these options when we are reasonably certain to exercise them in the lease term used to establish our right of use assets and lease liabilities. Generally, our lease agreements do not include an option to purchase the leased asset, residual value guarantees, or material restrictive covenants.

We have certain lease arrangements with variable rental payments. Our lease arrangements for our Häagen-Dazs retail shops often include rental payments that are based on a percentage of retail sales. We have other lease arrangements that are adjusted periodically based on an inflation index or rate. The future variability of these payments and adjustments are unknown, and therefore they are not included as minimum lease payments used to determine our right of use assets and lease liabilities. Variable rental payments are recognized in the period in which the obligation is incurred.

As most of our lease arrangements do not provide an implicit interest rate, we apply an incremental borrowing rate based on the information available at the commencement date of the lease arrangement to determine the present value of lease payments.

Investments in Unconsolidated Joint Ventures

Our investments in companies over which we have the ability to exercise significant influence are stated at cost plus our share of undistributed earnings or losses. We receive royalty income from certain joint ventures, incur various expenses (primarily research and development), and record the tax impact of certain joint venture operations that are structured as partnerships. In addition, we make advances to our joint ventures in the form of loans or capital investments. We also sell certain raw materials, semi-finished goods, and finished goods to the joint ventures, generally at market prices.

In addition, we assess our investments in our joint ventures if we have reason to believe an impairment may have occurred including, but not limited to, as a ~~results~~result of ongoing operating losses, projected decreases in earnings, increases in the ~~weighted average~~weighted-average cost of capital, or significant business disruptions. The significant assumptions used to estimate fair value include revenue growth and profitability, royalty rates, capital spending, depreciation and taxes, foreign currency exchange rates, and a discount rate. By their nature, these projections and assumptions are uncertain. If we were to determine the current fair value of our investment was less than the carrying value of the investment, then we would assess if the shortfall was of a temporary or permanent nature and write down the investment to its fair value if we concluded the impairment is other than temporary.

Redeemable Interest

We have a 51 percent controlling interest in Yoplait SAS, a consolidated entity. Sodiaal International (Sodiaal) holds the remaining 49

percent interest in Yoplait SAS. Sodiaal has the ability to put all or a portion of its redeemable interest to us at fair value once per year, up to three times before December 2024. This put option requires us to classify Sodiaal’s interest as a redeemable interest outside of equity on our Consolidated Balance Sheets for as long as the put is exercisable by Sodiaal. When the put is no longer exercisable, the redeemable interest will be reclassified to noncontrolling interests on our Consolidated Balance Sheets. We adjust the value of the redeemable interest through additional paid-in capital on our Consolidated Balance Sheets quarterly to the redeemable interest’s redemption value, which approximates its fair value. ~~During the second quarter of fiscal 2016, we adjusted the redeemable interest’s redemption value based on a discounted cash flow model.~~ The significant assumptions used to estimate the redemption value include projected revenue growth and profitability from our long-range plan, capital spending, depreciation, taxes, foreign currency exchange rates, and a discount rate.

Revenue Recognition

Our revenues primarily result from contracts with customers, which are generally short-term and have a single performance obligation – the delivery of product. We recognize ~~sales~~ revenue for the sale of packaged foods at the point in time when our performance obligation has been satisfied and control of the product has transferred to our customer, which generally occurs when the shipment is accepted by our customer. Sales include shipping and handling charges billed to the customer and are reported net of variable consideration and consideration payable to our customers, including trade promotion, consumer coupon redemption ~~trade promotion~~ and other ~~costs,~~reductions to the transaction price, including estimated allowances for returns, unsalable product, and prompt pay discounts. Sales, use, value-added, and other excise taxes are not ~~recognized~~included in revenue. ~~Coupons are recorded when distributed, based on estimated redemption rates.~~ Trade promotions are recorded ~~based on~~using significant judgment of estimated participation and performance levels for offered programs at the time of sale. Differences between estimated and actual reductions to the transaction price are recognized as a change in estimate in a subsequent period. We generally do not allow a right of return. However, on a limited case-by-case basis with prior approval, we may allow customers to return product. In limited circumstances, product returned in saleable condition is resold to other customers or outlets. Receivables from customers generally do not bear interest. ~~Terms~~Payment terms and collection patterns vary around the world and by ~~channel. The~~channel, and are short-term, and as such, we do not have any significant financing components. Our allowance for doubtful accounts represents our estimate of probable non-payments and credit losses in our existing receivables, as determined based on a review of past due balances and other specific account data. Account balances are written off against the allowance when we deem the amount is uncollectible. Please see Note 17 for a disaggregation of our revenue into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. We do not have material contract assets or liabilities arising from our contracts with customers.

~~Environmental~~

Environmental Costs

Environmental costs relating to existing conditions caused by past operations that do not contribute to current or future revenues are expensed. Liabilities for anticipated remediation costs are recorded on an undiscounted basis when they are probable and reasonably estimable, generally no later than the completion of feasibility studies or our commitment to a plan of action.

Advertising Production Costs

We expense the production costs of advertising the first time that the advertising takes place.

Research and Development

All expenditures for research and development (R&D) are charged against earnings in the period incurred. R&D includes expenditures for new product and manufacturing process innovation, and the annual expenditures are comprised primarily of internal salaries, wages, consulting, and supplies attributable to R&D activities. Other costs include depreciation and maintenance of research facilities, including assets at facilities that are engaged in pilot plant activities.

Foreign Currency Translation

For all significant foreign operations, the functional currency is the local currency. Assets and liabilities of these operations are translated at the period-end exchange rates. Income statement accounts are translated using the average exchange rates prevailing during the period. Translation adjustments are reflected within accumulated other comprehensive loss (AOCI) in stockholders’ equity. Gains and losses from foreign currency transactions are included in net earnings for the period, except for gains and losses on investments in subsidiaries for which settlement is not planned for the foreseeable future and foreign exchange gains and losses on instruments designated as net investment hedges. These gains and losses are recorded in AOCI.

Derivative Instruments

All derivatives are recognized on our Consolidated Balance Sheets at fair value based on quoted market prices or our estimate of their fair value, and are recorded in either current or noncurrent assets or liabilities based on their maturity. Changes in the fair values of derivatives are recorded in net earnings or other comprehensive income, based on whether the instrument is designated and effective as a hedge transaction and, if so, the type of hedge transaction. Gains or losses on derivative instruments reported in AOCI are reclassified to earnings in the period the hedged item affects earnings. If the underlying hedged transaction ceases to exist, any associated amounts reported in AOCI are reclassified to earnings at that time. ~~Any ineffectiveness is recognized in earnings in the current period.~~

Stock-based Compensation

We generally measure compensation expense for grants of restricted stock units and performance share units using the value of a share of our stock on the date of grant. We estimate the value of stock option grants using a Black-Scholes valuation model. ~~Stock-based~~Generally,

stock-based compensation is recognized straight line over the vesting period. Our stock-based compensation expense is recorded in selling, general and administrative (SG&A) expenses and cost of sales in our Consolidated Statements of Earnings and allocated to each reportable segment in our segment results.

Certain equity-based compensation plans contain provisions that accelerate vesting of awards upon retirement, termination, or death of eligible employees and directors. We consider a stock-based award to be vested when the employee’s or director’s retention of the award is no longer contingent on providing subsequent service. Accordingly, the related compensation cost is generally recognized immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period.

We report the benefits of tax deductions in excess of recognized compensation cost as ~~a financing cash flow, thereby reducing net~~an operating cash ~~flows and increasing net financing cash flows.~~flow.

Defined Benefit Pension, Other Postretirement Benefit, and Postemployment Benefit Plans

We sponsor several domestic and foreign defined benefit plans to provide pension, health care, and other welfare benefits to retired employees. Under certain circumstances, we also provide accruable benefits, primarily severance, to former or inactive employees in the United States, Canada, and ~~Mexico and members of our Board of Directors, including severance and certain other benefits payable upon death.~~Mexico. We recognize an obligation for any of these benefits that vest or accumulate with service. Postemployment benefits that do not vest or accumulate with service (such as severance based solely on annual pay rather than years of service) are charged to expense when incurred. Our postemployment benefit plans are unfunded.

We recognize the underfunded or overfunded status of a defined benefit pension plan as an asset or liability and recognize changes in the funded status in the year in which the changes occur through AOCI.

Use of Estimates

Preparing our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include our accounting for ~~promotional expenditures,~~revenue recognition, valuation of long-lived assets, intangible assets, redeemable interest, stock-based compensation, income taxes, and defined benefit pension, other postretirement benefit and postemployment benefit plans. Actual results could differ from our estimates.

~~Other~~

New Accounting Standards

In the ~~first~~fourth quarter of fiscal ~~2015,~~2020, we adopted new accounting requirements onrelated to the annual disclosure requirements for defined benefit pension and other postretirement benefit plans. The new standard modifies specific disclosures to improve usefulness to financial statement ~~presentation~~users. We adopted the requirements of ~~unrecognized tax benefits when~~the new standard using a ~~net operating loss, a similar tax loss, or a tax credit carryforward exists.~~retrospective approach. The adoption of this guidance did not ~~have an~~ impact on our results of operations or financial position.

In the ~~second~~first quarter of fiscal ~~2015,~~2020, we adopted new accounting requirements for ~~share-based payment awards issued based upon specific performance targets.~~hedge accounting. The ~~adoption~~new standard amends the hedge accounting recognition and presentation requirements to better align an entity’s risk management activities and financial reporting. The new standard also simplifies the application of ~~this guidance~~hedge accounting guidance. The adoption did not have a material impact on our results of operations or financial position.

In the first quarter of fiscal ~~2016,~~2020, we adopted new ~~accounting~~ requirements for the accounting, presentation, and classification of ~~debt issuance costs presented~~leases. This results in ~~the balance sheet~~certain leases being capitalized as a ~~direct reduction from~~right of use asset with a related liability on our Consolidated Balance Sheet. We performed a review of our lease portfolio, implemented lease accounting software, and developed a centralized business process with corresponding controls. We adopted this guidance utilizing the ~~carrying amount~~cumulative effect adjustment approach, which required application of the ~~debt liability.~~guidance at the adoption date, and elected certain practical expedients permitted under the transition guidance, including not reassessing whether existing contracts contain leases and carrying forward the historical classification of those leases. In addition, we elected not to recognize leases with an initial term of 12 months or less on our Consolidated Balance Sheet and to continue our historical treatment of land easements, under permitted elections. This ~~presentation change has been implemented retroactively. The adoption of this~~ guidance did not have a material impact on retained earnings, our ~~financial position.~~Consolidated Statements of Earnings, or our Consolidated Statements of Cash Flows. See Note 7 to the Consolidated Financial Statements for additional information on the impact to our Consolidated Balance Sheet.

In the ~~fourth~~first quarter of fiscal ~~2016,~~2019, we adopted new accounting requirements related to the presentation of net periodic defined benefit pension expense, net periodic postretirement benefit expense, and net periodic postemployment benefit expense (collectively “net periodic benefit expense”). The new standard requires the service cost component of net periodic benefit expense to be recorded in the same line items as other employee compensation costs within our Consolidated Statements of Earnings. Other components of net periodic benefit expense must be presented separately outside of operating profit in our Consolidated Statements of Earnings. In addition, the new standard requires that only the service cost component of net periodic benefit expense is eligible for capitalization. The new standard requires retrospective adoption of the presentation of net periodic benefit expense and prospective application of the capitalization of the service cost component. The impact of the adoption of this standard on our results of operations was a decrease to our operating profit of $87.9 million and $89.4 million and a corresponding increase to benefit plan non-service income of $87.9

million and $89.4 million for fiscal 2019 and fiscal 2018, respectively. There were no changes to our reported segment operating profit.

In the first quarter of fiscal 2019, we adopted new accounting requirements for the recognition of revenue from contracts with customers. Under the new standard, we apply a principles-based five step model to recognize revenue upon the transfer of control of promised goods to customers and in an amount that reflects the consideration for which we expect to be entitled to in exchange for those goods. We did not identify any material differences resulting from applying the new requirements to our revenue contracts. Additionally, we did not identify any significant changes to our business processes, systems, and controls to support recognition and disclosure requirements under the new guidance. We adopted the requirements of the new standard and subsequent amendments to all contracts in the first quarter of fiscal 2019 using the cumulative effect approach. We recorded a $33.9 million cumulative effect adjustment net of income tax effects to the opening balance of fiscal 2019 retained earnings, a decrease to deferred income taxes of $11.4 million, and an increase to other current liabilities of $45.3 million related to the timing of recognition of certain promotional expenditures.

In the third quarter of fiscal 2018, we adopted new accounting requirements that codify Securities and Exchange Commission (SEC) Staff Accounting Bulletin No. 118, as it relates to allowing for recognition of provisional amounts related to the U.S. Tax Cuts and Jobs Act (TCJA) in the event that the accounting is not complete and a reasonable estimate can be made. Where necessary information is not available, prepared, or analyzed to determine a reasonable estimate, no provisional amount should be recorded. The guidance allows for a measurement period of up to one year from the enactment date to finalize the accounting related to the TCJA. In fiscal 2019, we completed our accounting for the tax effects of the TCJA.

In the third quarter of fiscal 2018, we adopted new accounting requirements that provide the option to reclassify stranded income tax effects resulting from the TCJA from AOCI to retained earnings. We elected to reclassify the stranded income tax effects of the TCJA of $329.4 million from AOCI to retained earnings. This reclassification consisted of deferred taxes originally recorded in AOCI that exceeded the newly enacted federal corporate tax rate. The new accounting requirements allowed for adjustments to reclassification amounts in subsequent periods as a result of changes to the provisional amounts recorded.

In the first quarter of fiscal 2018, we adopted new requirements for the accounting and presentation of ~~deferred~~stock-based payments. The adoption of this guidance resulted in the prospective recognition of realized windfall and shortfall tax ~~assets and liabilities, requiring noncurrent classification for all deferred~~benefits related to the exercise or vesting of stock-based awards in our Consolidated Statements of Earnings instead of additional paid-in capital within our Consolidated Balance Sheets. We retrospectively adopted the guidance related to reclassification of realized windfall tax ~~assets and liabilities on~~benefits, which resulted in reclassifications of cash provided by financing activities to operating activities in our Consolidated Statements of Cash Flows. Additionally, we retrospectively adopted the ~~statement~~guidance related to reclassification of ~~financial position. This presentation change has been implemented retroactively.~~employee tax withholdings, which resulted in reclassifications of cash used by operating activities to financing activities in our Consolidated Statements of Cash Flows. Stock-based compensation expense continues to reflect estimated forfeitures.

In the first quarter of fiscal 2018, we adopted new accounting requirements that permit reporting entities to measure a goodwill impairment loss by the amount by which a reporting unit’s carrying value exceeds the reporting unit’s fair value. Previously, goodwill impairment losses were required to be measured by determining the implied fair value of goodwill. The adoption of this guidance did not ~~have a material~~ impact on our results of operations or financial position.

NOTE 3. ~~ACQUISITION AND~~ DIVESTITURES

During the third quarter of fiscal 2019, we sold our La Salteña fresh pasta and refrigerated dough business in Argentina, and recorded a pre-tax loss of $35.4 million. During the fourth quarter of fiscal ~~2016,~~2019, we sold our ~~General Mills de Venezuela CA subsidiary to a third party and exited our~~yogurt business in ~~Venezuela. As~~China and simultaneously entered into a ~~result~~new Yoplait license agreement with the purchaser for their use of this transaction, we recorded a pre-tax loss of $37.6 million. In addition, we sold our General Mills Argentina S.A. foodservice business in Argentina to a third party and recorded a pre-tax loss of $14.8 million.

~~During~~ the ~~second quarter of fiscal 2016, we sold our North American Green Giant product lines for $822.7 million in cash, and we~~Yoplait brand. We recorded a pre-tax gain of ~~$199.1~~$5.4 million. We received net cash proceeds of $788.0 million after transaction related costs. After the divestiture, we retained a brand intangible asset on our Consolidated Balance Sheets of $30.1 million related to our continued use of the~~Green Giant~~ ~~brand in certain markets outside of North America.~~

During the second quarter of fiscal 2015, we acquired Annie’s, a publicly traded food company headquartered in Berkeley, California, for an aggregate purchase price of $821.2 million, which we funded by issuing debt. We consolidated Annie’s into our Consolidated Balance Sheets and recorded goodwill of $589.8 million, an indefinite lived intangible asset for the~~Annie’s~~ ~~brand of $244.5 million, and a finite lived customer relationship asset of $23.9 million. The pro forma effects of this acquisition were not material.~~

NOTE 4. RESTRUCTURING, IMPAIRMENT, AND OTHER EXIT COSTS

~~INTANGIBLE~~

ASSET ~~IMPAIRMENT~~IMPAIRMENTS

In fiscal ~~2015,~~2019, we recorded a ~~$260.0~~$192.6 million charge related to the impairment of our~~Green Giant~~Progresso, Food Should Taste Good,and Mountain High brand intangible ~~asset~~assets in restructuring, impairment, and other exit costs. ~~See Note 6 for additional information.~~

In fiscal 2019, we recorded a $14.8 million charge in restructuring, impairment, and other exit costs related to the impairment of certain manufacturing assets in our North America Retail and Asia & Latin America segments.

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

RESTRUCTURING INITIATIVES

We view our restructuring activities as actions that help us meet our long-term growth targets. Activities we undertake must meet internal rate of return and net present value targets. Each restructuring action normally takes one to two years to complete. At completion (or as each major stage is completed in the case of multi-year programs), the project begins to deliver cash savings and/or reduced depreciation. These activities result in various restructuring costs, including asset write-offs, exit charges including severance, contract termination fees, and decommissioning and other costs. Accelerated depreciation associated with restructured assets, as used in the context of our disclosures regarding restructuring activity, refers to the increase in depreciation expense caused by shortening the useful life or updating the salvage value of depreciable fixed assets to coincide with the end of production under an approved restructuring plan. Any impairment of the asset is recognized immediately in the period the plan is approved.

~~We are currently pursuing several multi-year~~In fiscal 2020, we did not undertake any new restructuring ~~initiatives designed to increase our efficiency~~actions and ~~focus our business behind our key growth strategies. Charges~~ recorded ~~in fiscal 2016 and 2015 related to these initiatives were as follows:~~

Fiscal 2016 Fiscal 2015
In Millions Severance Asset
Write-offs Pension
Related Accelerated
Depreciation Other Total Severance Asset
Write-offs Pension
Related Accelerated
Depreciation Other Total
Project Compass
$ 45.4    $ —    $ 1.4    $ —    $ 7.9    $ 54.7    $ —    $ —    $ —    $ —    $ — �� $ —
Project Catalyst
(8.7 ) 1.2    —    —    —    (7.5 ) 121.5    12.3    6.6    —    8.0    148.4
Project Century
30.9    30.7    19.1    76.5    25.4    182.6    44.3    42.3    31.2    53.1    10.9    181.8
Combination of certain operational facilities
—    —    —    —    —    —    13.0    0.7    —    —    0.2    13.9
Charges associated with restructuring actions previously announced
—    —    —    —    —    —    (0.6 ) —    —    —    —    (0.6 )
Total
$ 67.6    $ 31.9    $ 20.5    $ 76.5    $ 33.3    $ 229.8    $ 178.2    $ 55.3    $ 37.8    $ 53.1    $ 19.1    $ 343.5

In the first quarter of fiscal 2016, we approved Project Compass, a restructuring plan designed to enable our International segment to accelerate long-term growth through increased organizational effectiveness and reduced administrative expense. In connection with this project, we expect to eliminate approximately 725 to 775 positions. We expect to incur approximately $60 million of net expenses relating to this action of which approximately $60 million will be cash. We recorded $54.7$50.2 million of restructuring charges ~~relating to this action in~~for previously announced restructuring actions.

In fiscal ~~2016. We expect this action to be completed by the end of fiscal 2017.~~

Project Century (Century) began in fiscal 2015 as a review of our North American manufacturing and distribution network to streamline operations and identify potential capacity reductions. In the second quarter of fiscal 2016,2019, we broadened the scope of Project Century to identify opportunities to streamline our supply chain outside of North America. As part of the expanded project, we approved a restructuring plan to close manufacturing facilities in our International segment supply chain located in Berwick, United Kingdom and East Tamaki, New Zealand. These actions affected approximately 285 positions. We expect to incur total restructuring charges of approximately $41 million relating to these actions, of which approximately $20 million will be cash. We recorded ~~$30.0~~$77.6 million of restructuring charges ~~relating~~primarily related to approved restructuring actions to drive efficiencies in targeted areas of our global supply chain. In fiscal 2020, we increased the estimate of expected severance charges by $3 million and decreased the estimate of other exit costs related to these actions ~~in fiscal 2016.~~by $4 million. We now expect to spend a total of approximately $24 million of cash related to these actions. Certain actions are subject to union negotiations and works counsel consultations, where required. We expect these actions to be completed by the end of fiscal ~~2018.~~

~~As part of Century, in the first quarter of fiscal 2016, we approved a restructuring plan~~2022. The remaining expense to ~~close our West Chicago, Illinois cereal and dry dinner manufacturing plant in our U.S. Retail segment supply chain. This action will affect~~be incurred is approximately ~~500 positions, and we expect to incur approximately $117~~$8 million of other exit costs.

We paid net ~~expenses relating to this action, of which approximately $53 million will be cash. We recorded $79.2~~$6.6 million of ~~restructuring charges relating to this action in fiscal 2016. We expect this action to be completed by the end of fiscal 2019.~~

As part of Century, in the first quarter of fiscal 2016, we approved a restructuring plan to close our Joplin, Missouri snacks plant in our U.S. Retail segment supply chain. This action affected approximately 120 positions, and we incurred $6.3 million of net expenses relating to this action, of which less than $1 million was cash. We recorded $6.3 million of restructuring charges relating to this action in fiscal 2016. This action was completed in fiscal 2016.

As part of Century, in the third quarter of fiscal 2015, we approved a restructuring plan to reduce our refrigerated dough capacity and exit our Midland, Ontario, Canada and New Albany, Indiana facilities, which support our U.S. Retail, International, and Convenience Stores and Foodservice supply chains. The Midland action will affect approximately 100 positions, and we expect to incur approximately $23 million of net expenses relating to this action, of which approximately $16 million will be cash. We recorded $2.7 million of restructuring charges relating to this action in fiscal 2016. We recorded $6.5 million of restructuring charges relating to this action in fiscal 2015. The New Albany action will affect approximately 400 positions, and we expect to incur approximately $82 million of net expenses relating to this action of which approximately $40 million will be cash. We recorded $17.1 million of restructuring charges relating to this action in fiscal 2016 and $51.3 million in fiscal 2015. We expect these actions to be completed by the end of fiscal 2018.

As part of Century, in the second quarter of fiscal 2015, we approved a restructuring plan to consolidate yogurt manufacturing capacity and exit our Methuen, Massachusetts facility in our U.S. Retail segment and Convenience Stores and Foodservice segment supply chains. This action affected approximately 175 positions. We expect to incur approximately $58 million of net expenses relating to this action of which approximately $12 million will be cash. We recorded $15.6 million of restructuring charges relating to this action in fiscal 2016 and $43.6 million in fiscal 2015. This action was largely completed in fiscal 2016.

As part of Century, in the second quarter of fiscal 2015, we approved a restructuring plan to eliminate excess cereal and dry mix capacity and exit our Lodi, California facility in our U.S. Retail supply chain. This action affected approximately 430 positions. We incurred $93.8 million of net expenses relating to this action of which $20 million was cash. We recorded $30.6 million of restructuring charges relating to this action in fiscal 2016 and $63.2 million in fiscal 2015. This action was completed in fiscal 2016.

In addition to the actions taken at certain facilities described above, we incurred $1.1 million of restructuring charges in fiscal 2016, relating to Century, and $17.2 million in fiscal 2015, of which $6 million was cash.

During the second quarter of fiscal 2015, we approved Project Catalyst, a restructuring plan to increase organizational effectiveness and reduce overhead expense. In connection with this project, we eliminated approximately 750 positions primarily in the United States. We incurred $140.9 million of net expenses relating to these actions of which $118 million will be cash. In fiscal 2016, we reduced the estimate of charges related to this action by $7.5 million. We recorded $148.4 million of restructuring charges relating to this action in fiscal 2015. These actions were largely completed in fiscal 2015.

During the first quarter of fiscal 2015, we approved a plan to combine certain Yoplait and General Mills operational facilities within our International segment to increase efficiencies and reduce costs. This action will affect approximately 240 positions. We expect to incur approximately $15 million of net expenses relating to this action of which approximately $12 million will be cash. We recorded $13.9 million of restructuring charges relating to this action in fiscal 2015. We expect this action to be completed in fiscal 2017.

In fiscal 2014, we recorded $3.6 million of restructuring charges related to a productivity and cost savings plan approved in the fourth quarter of fiscal 2012. These restructuring actions were completed in fiscal 2014.

In fiscal 2016, we paid $122.6 million in cash relating to restructuring initiatives. In fiscal 2015, we paid $63.6 million in cash relating to restructuring initiatives. In fiscal 2014, we paid $22.4 million in cash related to restructuring ~~actions.~~

~~In addition~~actions previously announced in fiscal 2020, compared to restructuring charges, we expect to incur approximately $109 million of additional project-related costs, which will be recorded in cost of sales, all of which will be cash. We recorded project-related costs in cost of sales of $57.5$49.3 million in fiscal ~~2016 and $13.2 million~~2019.

Charges recorded in fiscal ~~2015. In addition, we paid $54.5 million in cash~~2019 were as follows:

Expense, in Millions
Targeted actions in global supply chain	$	80.2
Charges associated with restructuring actions previously announced		(2.6)
Total	$	77.6

Charges recorded in fiscal ~~2016~~2018 were as follows:

Expense, in Millions
Global cost savings initiatives	$	49.3
Charges associated with restructuring actions previously announced		33.4
Total	$	82.7

Restructuring and ~~$9.7 million in fiscal 2015 for project-related costs.~~

~~Restructuring~~impairment charges and project-related costs are classified in our Consolidated Statements of Earnings as follows:


	Fiscal							Fiscal Year
In Millions	2016		2015		2014			2020		2019		2018
Cost of sales	$	78.4	$	59.6	$	—	$	25.8	$	9.9	$	14.0
Restructuring, impairment, and other exit costs		151.4		283.9		3.6		24.4		275.1		165.6
Total restructuring charges		229.8		343.5		3.6

Total restructuring and impairment charges								50.2		285.0		179.6
Project-related costs classified in cost of sales	$	57.5	$	13.2	$	—	$	1.5	$	1.3	$	11.3

The roll forward of our restructuring and other exit cost reserves, included in other current liabilities, is as follows:

In Millions    Severance
Contract
Termination

Other
Exit Costs
Total
Reserve balance as of May 26, 2013
   $ 19.5    $ —    $ —    $ 19.5
2014 charges, including foreign
currency translation
   6.4    —    —    6.4
Utilized in 2014
   (22.4 ) —    —    (22.4 )
Reserve balance as of May 25, 2014
   3.5    —    —    3.5
2015 charges, including foreign
currency translation
   176.4    0.6    8.1    185.1
Utilized in 2015
   (61.3 ) —    (6.5 ) (67.8 )
Reserve balance as of May 31, 2015
   118.6    0.6    1.6    120.8
2016 charges, including foreign
currency translation
   64.3    1.6    4.3    70.2
Utilized in 2016
   (109.3 ) (0.7 ) (4.4 ) (114.4 )
Reserve balance as of May 29, 2016
   $ 73.6    $ 1.5    $ 1.5    $ 76.6

In Millions		Severance		Contract Termination		Other Exit Costs		Total
Reserve balance as of May 28, 2017	$	81.8	$	0.7	$	2.5	$	85.0
Fiscal 2018 charges, including foreign currency translation		40.8		0.2		(0.7)		40.3
Utilized in fiscal 2018		(56.6)		(0.8)		(1.1)		(58.5)
Reserve balance as of May 27, 2018		66.0		0.1		0.7		66.8
Fiscal 2019 charges, including foreign currency translation		7.7		2.5		1.4		11.6
Utilized in fiscal 2019		(37.2)		(2.6)		(2.1)		(41.9)
Reserve balance as of May 26, 2019		36.5		-		-		36.5
Fiscal 2020 charges, including foreign currency translation		(5.0)		0.8		1.7		(2.5)
Utilized in fiscal 2020		(13.7)		(0.8)		(1.7)		(16.2)
Reserve balance as of May 31, 2020	$	17.8	$	-	$	-	$	17.8

The charges recognized in the roll forward of our reserves for restructuring and other exit costs do not include items charged directly to expense (e.g., asset impairment charges, the gain or loss on the sale of restructured assets, and the write-off of spare parts) and other periodic exit costs recognized as incurred, as those items are not reflected in our restructuring and other exit cost reserves on our Consolidated Balance Sheets.

NOTE 5. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

We have a 50 percent ~~equity~~ interest in Cereal Partners Worldwide (CPW), which manufactures and markets ready-to-eat cereal products in more than 130 countries outside the United States and Canada. CPW also markets cereal bars in several European countries and manufactures private label cereals for customers in the United Kingdom. We have guaranteed a portion of CPW’s debt and its pension obligation in the United Kingdom.

We also have a 50 percent ~~equity~~ interest in Häagen-Dazs Japan, Inc. (HDJ). This joint venture manufactures and marketsHäagen-Dazsice cream products and frozen novelties.

Results from our CPW and HDJ joint ventures are reported for the 12 months ended March 31.

Joint venture related balance sheet activity is as follows:


In Millions	May 29, 2016		May 31, 2015			May 31, 2020		May 26, 2019
Cumulative investments	$	518.9	$	530.6	$	481.4	$	452.9
Goodwill and other intangibles		469.2		465.1		460.5		472.1
Aggregate advances included in cumulative investments		300.3		390.3		279.5		249.0

Joint venture earnings and cash flow activity is as follows:


	Fiscal Year							Fiscal Year
In Millions	2016			2015		2014			2020		2019		2018
Sales to joint ventures	$	10.5		$	11.6	$	12.1	$	5.9	$	4.2	$	7.4
Net advances (repayments)		(63.9	)		102.4		54.9		48.0		(0.1)		17.3
Dividends received		75.1			72.6		90.5		76.5		86.7		113.2

Summary combined financial information for the joint ventures on a 100 percent basis is as follows:


	Fiscal Year						Fiscal Year
In Millions	2016		2015		2014			2020		2019		2018
Net sales:
CPW	$	1,674.8	$	1,894.5	$	2,107.9	$	1,654.3	$	1,647.7	$	1,734.0
HDJ		369.4		370.2		386.9		391.3		396.2		430.4
Total net sales		2,044.2		2,264.7		2,494.8		2,045.6		2,043.9		2,164.4

Gross margin		867.6		925.4		1,030.3		785.3		744.4		853.6
Earnings before income taxes		234.8		220.9		219.1		214.0		155.4		216.2
Earnings after income taxes		186.7		170.7		168.8		176.5		111.9		176.7


In Millions	May 29, 2016		May 31, 2015			May 31, 2020		May 26, 2019
Current assets	$	814.1	$	800.1	$	870.0	$	895.6
Noncurrent assets		959.9		962.1		781.4		839.2
Current liabilities		1,457.3		1,484.8		1,365.6		1,517.3
Noncurrent liabilities		81.7		118.2		104.2		77.1

NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS

The components of goodwill and other intangible assets are as follows:


In Millions	May 29, 2016			May 31, 2015				May 31, 2020		May 26, 2019
Goodwill	$	8,741.2		$	8,874.9		$	13,923.2	$	13,995.8
Other intangible assets:
Intangible assets not subject to amortization:
Brands and other indefinite-lived intangibles		4,147.5			4,262.1			6,561.4		6,590.8
Intangible assets subject to amortization:
Franchise agreements, customer relationships, and other finite-lived intangibles		536.9			544.0			777.8		786.1
Less accumulated amortization		(145.8	)		(129.1	)		(243.4)		(210.1)
Intangible assets subject to amortization		391.1			414.9			534.4		576.0
Other intangible assets		4,538.6			4,677.0			7,095.8		7,166.8
Total	$	13,279.8		$	13,551.9		$	21,019.0	$	21,162.6

Based on the carrying value of finite-lived intangible assets as of May ~~29, 2016,~~31, 2020, amortization expense for each of the next five fiscal years is estimated to be approximately ~~$28~~$40 million.

The changes in the carrying amount of goodwill for fiscal ~~2014, 2015,~~2018, 2019, and ~~2016~~2020 are as follows:


In Millions	U.S. Retail			International			Convenience Stores and Foodservice		Joint Ventures			Total			North America Retail		Pet		Convenience Stores & Foodservice		Europe & Australia		Asia & Latin America		Joint Ventures		Total
Balance as of May 26, 2013	$	5,841.4		$	1,387.0		$	921.1	$	472.7		$	8,622.2
Divestiture		(12.2	)		—			—		—			(12.2	)
Other activity, primarily foreign currency translation		—			15.0			—		25.5			40.5
Balance as of May 25, 2014		5,829.2			1,402.0			921.1		498.2			8,650.5
Balance as of May 28, 2017															$	6,406.5	$	-	$	918.8	$	700.8	$	312.4	$	408.7	$	8,747.2
Acquisition		589.8			—			—		—			589.8			-		5,294.9		-		-		-		-		5,294.9
Other activity, primarily foreign currency translation		—			(268.7	)		—		(96.7	)		(365.4	)		4.1		-		-		29.1		(27.4)		17.1		22.9
Balance as of May 31, 2015		6,419.0			1,133.3			921.1		401.5			8,874.9
Acquisitions		54.1			29.4			—		—			83.5
Balance as of May 27, 2018																6,410.6		5,294.9		918.8		729.9		285.0		425.8		14,065.0
Divestitures		(180.2	)		(6.2	)		—		—			(186.4	)		-		-		-		-		(0.5)		-		(0.5)
Purchase accounting adjustment																-		5.6		-		-		-		-		5.6
Other activity, primarily foreign currency translation		—			(35.5	)		—		4.7			(30.8	)		(4.1)		-		-		(29.5)		(24.3)		(16.4)		(74.3)
Balance as of May 29, 2016	$	6,292.9		$	1,121.0		$	921.1	$	406.2		$	8,741.2

Balance as of May 26, 2019																6,406.5		5,300.5		918.8		700.4		260.2		409.4		13,995.8
Other activity, primarily foreign currency translation																(2.8)		-		-		(9.7)		(56.4)		(3.7)		(72.6)
Balance as of May 31, 2020															$	6,403.7	$	5,300.5	$	918.8	$	690.7	$	203.8	$	405.7	$	13,923.2

In fiscal 2015, we reorganized certain reporting units within our U.S. Retail operating segment. Our chief operating decision maker continues to assess performance and make decisions about resources to be allocated to our segments at the U.S. Retail, International, and Convenience Stores and Foodservice operating segment level.

We performed our fiscal 2016 impairment assessment as of the first day of the second quarter of fiscal 2016, and determined there was no impairment of goodwill for any of our reporting units as their related fair values were substantially in excess of their carrying values.

The changes in the carrying amount of other intangible assets for fiscal ~~2014, 2015,~~2018, 2019, and ~~2016~~2020 are as follows:

In Millions    U.S.
Retail    International
Joint
Ventures
   Total
Balance as of May 26, 2013
   $ 3,312.4       $ 1,638.2       $ 64.5       $ 5,015.1
Other activity, primarily foreign currency translation
   (4.9 )    3.6       0.5       (0.8 )
Balance as of May 25, 2014
   3,307.5       1,641.8       65.0       5,014.3
Acquisition
   268.4       —       —       268.4
Impairment charge
   (260.0 )    —       —       (260.0 )
Other activity, primarily foreign currency translation
   (4.0 )    (340.3 )    (1.4 )    (345.7 )
Balance as of May 31, 2015
   3,311.9       1,301.5       63.6       4,677.0
Acquisitions
   23.1       7.0       —       30.1
Divestiture
   (119.6 )    —       —       (119.6 )
Other activity, primarily amortization and foreign currency translation
   (3.7 )    (44.6 )    (0.6 )    (48.9 )
Balance as of May 29, 2016
   $ 3,211.7       $ 1,263.9       $ 63.0       $ 4,538.6

In Millions		Total
Balance as of May 28, 2017	$	4,530.4
Acquisition		3,015.0
Impairment charge		(96.9)
Other activity, primarily amortization and foreign currency translation		(3.4)
Balance as of May 27, 2018	$	7,445.1
Impairment charge		(192.6)
Other activity, primarily amortization and foreign currency translation		(85.7)
Balance as of May 26, 2019	$	7,166.8
Other activity, primarily amortization and foreign currency translation		(71.0)
Balance as of May 31, 2020	$	7,095.8

AsOur annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of ~~our~~the second quarter of fiscal ~~2016 assessment date,~~2020, and we determined there was no impairment of ~~any of~~ our ~~indefinite-lived~~ intangible assets as their related fair values were substantially in excess of the carrying values, except for the ~~Mountain High~~Europe & Australia reporting unit and~~Uncle Toby’s~~ theProgressobrand ~~assets.~~ intangible asset.

The excess fair ~~value above~~values as of the ~~carrying value~~fiscal 2020 test date of ~~these~~ the Europe & Australia reporting unit and the Progresso brand ~~assets is~~intangible asset were as follows:

In Millions    Carrying
Value    Excess Fair
Value
Above
Carrying
Value
Mountain High
   $ 35.4       20 %
Uncle Toby’s
   $ 52.2       11 %

In Millions		Carrying Value of Intangible Asset	Excess Fair Value as of Fiscal 2020 Test Date
Europe & Australia	$	672.6	14	%
Progresso	$	330.0	5	%

~~Our strategies for fiscal 2017 and fiscal 2018 will focus our growth investments on our brands and platforms with the strongest profitable growth potential. As a result, certain parts~~

In addition, while having significant coverage as of our ~~U.S. Retail segment could experience reduced future sales projections. We performed a sensitivity analysis for certain~~fiscal 2020 assessment date, the Pillsbury brand intangible ~~assets and determined that, while not impaired as of May 29, 2016, the~~~~Progresso~~ ~~and~~~~Food Should Taste Good~~ ~~brands~~asset had risk of decreasing coverage. We will continue to monitor these ~~businesses.~~businesses for potential impairment.

We did not identify any indicators of impairment, including impacts of the recent COVID-19 pandemic, for any goodwill or indefinite-lived intangible assets as of May 31, 2020.

In fiscal ~~2015, we made~~2019, as a ~~strategic decision to redirect certain resources supporting our Green Giant business in our U.S. Retail segment to other businesses within the segment. Therefore, future~~result of lower sales ~~and profitability~~ projections in our long-range ~~plan~~plans for ~~this business declined. As a result of this triggering event, we performed an interim impairment assessment of~~ the~~Green Giant~~ businesses supporting the Progresso, Food Should Taste Good, and Mountain High brand intangible asset as of May 31, 2015, and determined that the fair value of the brand asset no longer exceeded the carrying value of the asset. Significant assumptions used in that assessment included our updated long-range cash flow projections for the Green Giant business, an updated royalty rate, a weighted-average cost of capital, and a tax rate. Weassets, we recorded a ~~$260.0~~$192.6 million impairment charge in restructuring, impairment, and other exit costs.In fiscal 2018, we recorded a $96.9 million charge related to the impairment of our Yoki, Mountain High, and Immaculate Baking brand intangible assets in restructuring, impairment, and other exit costs. Significant assumptions used in these assessments included our long-range cash flow projections for the businesses, royalty rates, weighted-average cost of capital rates, and tax rates.

NOTE 7. LEASES

Our lease portfolio primarily consists of operating lease arrangements for certain warehouse and distribution space, office space, retail shops, production facilities, rail cars, production and distribution equipment, automobiles, and office equipment. Our lease costs associated with finance leases and sale-leaseback transactions and our lease income associated with lessor and sublease arrangements are not material to our Consolidated Financial Statements.

Components of our lease cost are as follows:

		Fiscal Year
In Millions		2020
Operating lease cost	$	133.5
Variable lease cost		14.4
Short-term lease cost		23.3

Rent expense under all operating leases from continuing operations was $184.9 million in fiscal ~~2015~~2019 and $189.4 million in fiscal 2018.

Maturities of our operating and finance lease obligations by fiscal year are as follows:

In Millions		Operating Leases		Finance Leases
Fiscal 2021	$	115.4	$	0.1
Fiscal 2022		97.6		0.1
Fiscal 2023		73.9		-
Fiscal 2024		56.8		-
Fiscal 2025		35.1		-
After fiscal 2025		33.7		-
Total noncancelable future lease obligations	$	412.5	$	0.2
Less: Interest		(33.5)		-
Present value of lease obligations	$	379.0	$	0.2

The lease payments presented in the table above exclude $46.2 million of minimum lease payments for operating leases we have committed to but have not yet commenced as of May 31, 2020.

Noncancelable future operating lease commitments as of May 26, 2019, were as follows:

In Millions
Fiscal 2020	$	120.0
Fiscal 2021		101.7
Fiscal 2022		85.0
Fiscal 2023		63.8
Fiscal 2024		49.1
After fiscal 2024		63.0
Total noncancelable future lease commitments	$	482.6

The weighted-average remaining lease term and weighted-average discount rate for our operating leases are as follows:

	May 31, 2020
Weighted-average remaining lease term	4.6	years
Weighted-average discount rate	4.1	%

Supplemental operating cash flow information and non-cash activity related to ~~this asset.~~our operating leases are as follows:

		Fiscal Year
In Millions		2020
Cash paid for amounts included in the measurement of lease liabilities	$	131.0
Right of use assets obtained in exchange for new lease liabilities	$	46.3

NOTE 7.8. FINANCIAL INSTRUMENTS, RISK MANAGEMENT ACTIVITIES, AND FAIR VALUES

FINANCIAL INSTRUMENTS

The carrying values of cash and cash equivalents, receivables, accounts payable, other current liabilities, and notes payable approximate fair value. Marketable securities are carried at fair value. As of May ~~29, 2016~~31, 2020, and May ~~31, 2015,~~26, 2019, a comparison of cost and market values of our marketable debt and equity securities is as follows:


	Cost				Fair Value				Gross Gains				Gross Losses				Cost				Fair Value				Gross Gains				Gross Losses
	Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year
In Millions	2016		2015		2016		2015		2016		2015		2016		2015			2020		2019		2020		2019		2020		2019		2020		2019
Available for sale:
Debt securities	$	165.7	$	2.6	$	165.8	$	2.6	$	0.1	$	—	$	—	$	—
Available for sale debt securities																	$	56.7	$	34.3	$	56.7	$	34.3	$	-	$	-	$	-	$	-
Equity securities		1.8		1.8		8.4		8.3		6.6		6.5		—		—		0.3		0.6		4.9		18.5		4.6		17.9		-		-
Total	$	167.5	$	4.4	$	174.2	$	10.9	$	6.7	$	6.5	$	—	$	—	$	57.0	$	34.9	$	61.6	$	52.8	$	4.6	$	17.9	$	-	$	-

During fiscal 2020, we received $16.0 million of proceeds and recorded $4.0 million of realized losses from the sale of marketable securities. There were no realized gains or losses from sales of ~~available-for-sale~~ marketable ~~securities.~~securities in fiscal 2019. Gains and losses are determined by specific identification. Classification of marketable securities as current or noncurrent is dependent upon our intended holding period ~~and/or~~and the security’s maturity date. The aggregate unrealized gains and losses on available-for-sale debt securities, net of tax effects, are classified in AOCI within stockholders’ equity.

Scheduled maturities of our marketable securities are as follows:


	Available for Sale					Marketable Securities
In Millions	Cost		Fair Value			Cost		Fair Value
Under 1 year (current)	$	165.7	$	165.8	$	56.7	$	56.7
Equity securities		1.8		8.4		0.3		4.9
Total	$	167.5	$	174.2	$	57.0	$	61.6

As of May ~~29, 2016,~~31, 2020, we had $2.3 million of marketable debt securities and $15.9 million of cash and cash equivalents ~~totaling $7.5 million were~~ pledged as collateral for derivative contracts. As of May ~~29, 2016, $9.1~~31, 2020, $43.5 million of certain accounts receivable were pledged as collateral against a foreign uncommitted line of credit.

The fair value and carrying amounts of long-term debt, including the current portion, were ~~$8,629.0~~$14,538.4 million and ~~$8,161.1~~$13,260.5 million, respectively, as of May ~~29, 2016.~~31, 2020. 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.

RISK MANAGEMENT ACTIVITIES

As a part of our ongoing operations, we are exposed to market risks such as changes in interest and foreign currency exchange rates and commodity and equity prices. To manage these risks, we may enter into various derivative transactions (e.g., futures, options, and swaps) pursuant to our established policies.

COMMODITY PRICE RISK

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 to our planned cost as possible.

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 fiscal ~~2016, 2015~~2020, 2019, and ~~2014~~2018 included:


	Fiscal Year									Fiscal Year
In Millions	2016			2015			2014				2020		2019		2018
Net loss on mark-to-market valuation of commodity positions	$	(69.1	)	$	(163.7	)	$	(4.9	)
Net (loss) gain on mark-to-market valuation of commodity positions										$	(63.0)	$	(39.0)	$	14.3
Net loss on commodity positions reclassified from unallocated corporate items to segment operating profit		127.9			84.4			51.2			35.6		10.0		11.3
Net mark-to-market revaluation of certain grain inventories		4.0			(10.4	)		2.2			2.7		(7.0)		6.5
Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items	$	62.8		$	(89.7	)	$	48.5		$	(24.7)	$	(36.0)	$	32.1

As of May ~~29, 2016,~~31, 2020, the net notional value of commodity derivatives was ~~$295.4~~$234.5 million, of which ~~$189.1~~$159.4 million related to agricultural inputs and ~~$106.3~~$75.1 million related to energy inputs. These contracts relate to inputs that generally will be utilized within the next 12 months.

INTEREST RATE RISK

We are exposed to interest rate volatility with regard to future issuances of fixed-rate debt, and existing and future issuances of floating-rate debt. Primary exposures include U.S. Treasury rates, LIBOR, Euribor, and commercial paper rates in the United States and Europe. We use interest rate swaps, forward-starting interest rate swaps, and treasury locks to hedge our exposure to interest rate changes, to reduce the volatility of our financing costs, and to achieve a desired proportion of fixed rate versus floating-rate debt, based on current and projected market conditions. Generally under these swaps, we agree with a counterparty to exchange the difference between fixed-rate and floating-rate interest amounts based on an agreed upon notional principal amount.

Floating Interest Rate Exposures — Floating-to-fixed interest rate swaps are accounted for as cash flow hedges, as are all hedges of forecasted issuances of debt. Effectiveness is assessed based on either the perfectly effective hypothetical derivative method or changes in the present value of interest payments on the underlying debt. Effective gains and losses deferred to AOCI are reclassified into earnings over the life of the associated debt. ~~Ineffective gains and losses are recorded as net interest. The amount of hedge ineffectiveness was less than $1 million in each of fiscal 2016, 2015, and 2014.~~

Fixed Interest Rate Exposures — Fixed-to-floating interest rate swaps are accounted for as fair value hedges with effectiveness assessed based on changes in the fair value of the underlying debt and derivatives, using incremental borrowing rates currently available on loans with similar terms and maturities. Ineffective gains and losses on these derivatives and the underlying hedged items are recorded as net interest. The amount of hedge ineffectiveness was less than $1 million in fiscal 2016, an $1.6 million gain in fiscal 2015, and less than $1 million in fiscal 2014.

~~In fiscal 2016, in advance of planned debt financing, we entered into $400.0 million of treasury locks with an average fixed rate of 2.1 percent due February 15, 2017.~~

In advance of planned debt financing, we entered into ~~€600.0~~$750.0 million notional amount of ~~forward starting swaps~~treasury locks due April 02, 2020 with an average fixed rate of 0.5 percent. All of these forward starting swaps were cash settled for $6.5 million in fiscal 2015, coincident with the issuance of our €500 million 8-year fixed-rate notes and €400 million 12-year fixed-rate notes.

In fiscal 2015, we entered into swaps to convert $500.0 million of 1.4 percent fixed-rate notes due October 20, 2017, and $500.0 million of 2.2 percent fixed-rate notes due October 21, 2019, to floating rates.

~~In advance of planned debt financing, we entered into $250.0 million of treasury locks with an average fixed rate of 1.99~~0.67 percent. All of these treasury locks were cash settled for ~~$17.9~~$1.4 million induring the fourth quarter of fiscal ~~2014, coincident~~2020, concurrent with the issuance of our $750.0 million 10-year fixed rate notes.

In advance of planned debt financing, in the fourth quarter of fiscal 2020, we entered into $300.0 million notional amount of treasury locks due January 13, 2022 with an average fixed rate of 0.85 percent.

During the third quarter of fiscal 2020, we entered into a €600.0 million notional amount interest rate swap to convert our €600.0 million fixed rate notes due January 15, 2026, to a floating rate.

During the second quarter of fiscal 2020, we entered into a $500.0 million ~~10-year fixed-rate notes.~~

notional amount interest rate swap to convert a portion of our $850.0 million floating-rate notes due April 16, 2021, to a fixed rate.

As of May ~~29, 2016,~~31, 2020, the pre-tax amount of cash-settled interest rate hedge gain or loss remaining in AOCI, which will be reclassified to earnings over the remaining term of the related underlying debt, follows:

In Millions    Gain/(Loss)
5.7% notes due February 15, 2017
   $ (1.6 )
5.65% notes due February 15, 2019
   1.4
3.15% notes due December 15, 2021
   (54.9 )
1.0% notes due April 27, 2023
   (1.7 )
3.65% notes due February 15, 2024
   13.8
1.5% notes due April 27, 2027
   (3.6 )
5.4% notes due June 15, 2040
   (13.4 )
4.15% notes due February 15, 2043
   10.5
Net pre-tax hedge loss in AOCI
   $ (49.5 )

In Millions		Gain/(Loss)
3.15% notes due December 15, 2021	$	(15.2)
2.6% notes due October 12, 2022		1.7
1.0% notes due April 27, 2023		(0.7)
3.7% notes due October 17, 2023		(1.1)
3.65% notes due February 15, 2024		6.6
4.0% notes due April 17, 2025		(2.8)
3.2% notes due February 10, 2027		11.4
1.5% notes due April 27, 2027		(2.3)
4.2% notes due April 17, 2028		(8.0)
4.55% notes due April 17, 2038		(9.8)
5.4% notes due June 15, 2040		(11.2)
4.15% notes due February 15, 2043		8.9
4.7% notes due April 17, 2048		(13.2)
Net pre-tax hedge loss in AOCI	$	(35.7)

The following table summarizes the notional amounts and weighted-average interest rates of our interest rate derivatives. Average floating rates are based on rates as of the end of the reporting period.


In Millions	May 29, 2016			May 31, 2015				May 31, 2020			May 26, 2019
Pay-floating swaps—notional amount	$	1,000.0		$	1,250.0
Pay-floating swaps - notional amount							$	666.1		$	500.0
Average receive rate		1.8	%		1.6	%		0.4	%		2.2	%
Average pay rate		1.1	%		0.7	%		0.3	%		3.1	%

Pay-fixed swaps - notional amount							$	500.0		$	-
Average receive rate								1.7	%		-	%
Average pay rate								2.1	%		-	%

The floating rate swap contracts outstanding as of May 31, 2020, mature in fiscal 2021. The fixed rate swap contracts outstanding as ~~follows:~~of May 31, 2020, mature in fiscal 2026.

In Millions    Pay Floating
2018
   $ 500.0
2020
   500.0
Total
   $ 1,000.0

The following tables reconcile the net fair values of assets and liabilities subject to offsetting arrangements that are recorded in our Consolidated Balance Sheets to the net fair values that could be reported in our Consolidated Balance Sheets:

May 29, 2016
Assets Liabilities
Gross Amounts Not
Offset in the
Balance Sheet (e) Gross Amounts Not
Offset in the
Balance Sheet (e)
In Millions Gross
Amounts
of
Recognized
Assets Gross
Liabilities
Offset in
the
Balance
Sheet (a) Net
Amounts
of Assets
(b) Financial
Instruments Cash
Collateral
Received Net
Amount
(c) Gross
Amounts
of
Recognized
Liabilities Gross
Assets
Offset in
the Balance
Sheet (a) Net
Amounts of
Liabilities
(b) Financial
Instruments Cash
Collateral
Pledged Net
Amount
(d)
Commodity contracts
$4.4    $  —    $  4.4    $  (3.9 ) $  —    $  0.5    $(22.2 ) $  —    $(22.2 ) $  3.9    $7.5    $(10.8 )
Interest rate contracts
8.5    —    8.5    —    —    8.5    (3.0 ) —    (3.0 ) —    —    (3.0 )
Foreign exchange contracts
25.4    —    25.4    (8.7 ) —    16.7    (13.7 ) —    (13.7 ) 8.7    —    (5.0 )
Equity contracts
2.4    —    2.4    —    —    2.4    —    —    —    —    —    —
Total
$40.7    $  —    $40.7    $(12.6 ) $  —    $28.1    $(38.9 ) $  —    $(38.9 ) $12.6    $7.5    $(18.8 )

~~(a)~~

~~Includes related collateral offset in our Consolidated Balance Sheets.~~

~~(b)~~

~~Net fair value as recorded in our Consolidated Balance Sheets.~~

~~(c)~~

~~Fair value of assets that could be reported net in our Consolidated Balance Sheets.~~

~~(d)~~

~~Fair value of liabilities that could be reported net in our Consolidated Balance Sheets.~~

~~(e)~~

~~Fair value of assets and liabilities reported on a gross basis in our Consolidated Balance Sheets.~~

May 31, 2015
Assets Liabilities
Gross Amounts Not
Offset in the
Balance Sheet (e) Gross Amounts Not
Offset in the
Balance Sheet (e)
In Millions Gross
Amounts
of
Recognized
Assets Gross
Liabilities
Offset in
the
Balance
Sheet (a) Net
Amounts
of Assets
(b) Financial
Instruments Cash
Collateral
Received Net
Amount
(c) Gross
Amounts
of
Recognized
Liabilities Gross
Assets
Offset in
the
Balance
Sheet (a) Net
Amounts
of
Liabilities
(b) Financial
Instruments Cash
Collateral
Pledged Net
Amount
(d)
Commodity contracts
$ 10.1    $ —    $ 10.1    $ (1.3 ) $ —    $ 8.8    $ (59.4 ) $ —    $ (59.4 ) $ 1.3    $ 40.1    $ (18.0 )
Interest rate contracts
4.0    —    4.0    —    —    4.0    —    —    —    —    —    —
Foreign exchange contracts
25.9    —    25.9    (12.5 ) —    13.4    (65.3 ) —    (65.3 ) 12.5    —    (52.8 )
Total
$ 40.0    $ —    $ 40.0    $ (13.8 ) $ —    $ 26.2    $ (124.7 ) $ —    $ (124.7 ) $ 13.8    $ 40.1    $ (70.8 )

~~(a)~~ ~~Includes related collateral offset in our Consolidated Balance Sheets.~~
~~(b)~~ ~~Net fair value as recorded in our Consolidated Balance Sheets.~~
~~(c)~~ ~~Fair value of assets that could be reported net in our Consolidated Balance Sheets.~~
~~(d)~~ ~~Fair value of liabilities that could be reported net in our Consolidated Balance Sheets.~~
~~(e)~~ ~~Fair value of assets and liabilities reported on a gross basis in our Consolidated Balance Sheets.~~

FOREIGN EXCHANGE RISK

Foreign currency fluctuations affect our net investments in foreign subsidiaries and foreign currency cash flows related to third party purchases, intercompany loans, product shipments, and foreign-denominated debt. We are also exposed to the translation of foreign currency earnings to the U.S. dollar. Our principal exposures are to the Australian dollar, Brazilian real, British pound sterling, Canadian dollar, Chinese renminbi, euro, Japanese yen, Mexican peso, and Swiss franc. We primarily use foreign currency forward contracts to selectively hedge our foreign currency cash flow exposures. We also generally swap our foreign-denominated commercial paper borrowings and nonfunctional currency intercompany loans back to U.S. dollars or the functional currency of the entity with foreign exchange exposure. The gains or losses on these derivatives offset the foreign currency revaluation gains or losses recorded in earnings on the associated borrowings. We generally do not hedge more than 18 months in advance.

As of May ~~29, 2016,~~31, 2020, the net notional value of foreign exchange derivatives was ~~$997.7~~$967.2 million. ~~The amount of hedge ineffectiveness was less than $1 million in each of fiscal 2016, 2015, and 2014.~~

We also have ~~many~~ net investments in foreign subsidiaries that are denominated in euros. We previously hedged a portion of these net investments by issuing euro-denominated commercial paper and foreign exchange forward contracts. ~~In fiscal 2016,~~As of May 31, 2020, we ~~entered into a net investment hedge for~~ hedged

a portion of ~~our~~these net ~~investment in foreign operations denominated in euros by issuing €500.0~~investments with €2,200.0 million of ~~euro-denominated bonds. In fiscal 2015, we entered into a net investment hedge for a portion of our net investment in foreign operations~~euro denominated in euros by issuing €900.0 million of euro-denominated bonds. In fiscal 2014, we entered into a net investment hedge for a portion of our net investment in foreign operations denominated in euros by issuing €500.0 million of euro-denominated bonds. As of May ~~29, 2016,~~31, 2020, we had deferred net foreign currency transaction losses of ~~$20.1~~$29.9 million in AOCI associated with net investment hedging activity.

Venezuela is a highly inflationary economy and as such, we remeasured the value of the assets and liabilities of our former Venezuelan subsidiary based on the exchange rate at which we expected to remit dividends in U.S. dollars

from the SIMADI market. In fiscal 2015, we recorded an $8 million foreign exchange loss. In the fourth quarter of fiscal 2016, we sold our General Mills de Venezuela CA subsidiary to a third party and exited our business in Venezuela.

EQUITY INSTRUMENTS

Equity price movements affect our compensation expense as certain investments made by our employees in our deferred compensation plan are revalued. We use equity swaps to manage this risk. As of May ~~29, 2016,~~31, 2020, the net notional amount of our equity swaps was ~~$113.5~~$146.9 million. These swap contracts mature in fiscal ~~2017.~~2021.

FAIR VALUE MEASUREMENTS AND FINANCIAL STATEMENT PRESENTATION

The fair values of our assets, liabilities, and derivative positions recorded at fair value and their respective levels in the fair value hierarchy as of May ~~29, 2016~~31, 2020, and May ~~31, 2015,~~26, 2019, were as follows:

   May 29, 2016    May 29, 2016
   Fair Values of Assets    Fair Values of Liabilities
In Millions    Level 1    Level 2    Level 3    Total    Level 1 Level 2 Level 3    Total
Derivatives designated as hedging instruments:

Interest rate contracts (a) (b)
   $ —       $ 7.7       $ —       $ 7.7       $ —    $ (3.0 ) $ —       $ (3.0 )
Foreign exchange contracts (c) (d)
   —       12.2       —       12.2       —    (12.2 ) —       (12.2 )
Total
   —       19.9       —       19.9       —    (15.2 ) —       (15.2 )
Derivatives not designated as hedging instruments:

Foreign exchange contracts (c) (d)
   —       13.2       —       13.2       —    (1.5 ) —       (1.5 )
Commodity contracts (c) (e)
   2.6       1.7       —       4.3       (0.6 ) (21.6 ) —       (22.2 )
Grain contracts (c) (e)
   —       1.8       —       1.8       —    (5.5 ) —       (5.5 )
Total
   2.6       16.7       —       19.3       (0.6 ) (28.6 ) —       (29.2 )
Other assets and liabilities reported at fair value:

Marketable investments (a) (f)
   8.4       165.8       —       174.2       —    —    —       —
Long-lived assets (g)
   —       26.0       —       26.0       —    —    —       —
Total
   8.4       191.8       —       200.2       —    —    —       —
Total assets, liabilities, and derivative positions recorded at fair value
   $ 11.0       $ 228.4       $ —       $ 239.4       $ (0.6 ) $ (43.8 ) $ —       $ (44.4 )

~~(a)~~

These contracts and investments are recorded as prepaid expenses and other current assets, other assets, other current liabilities or other liabilities, as appropriate, based on whether in a gain or loss position. Certain marketable investments are recorded as cash and cash equivalents.

~~(b)~~

~~Based on LIBOR and swap rates.~~

~~(c)~~

~~These contracts are recorded as prepaid expenses and other current assets or as other current liabilities, as appropriate, based on whether in a gain or loss position.~~

~~(d)~~

~~Based on observable market transactions of spot currency rates and forward currency prices.~~

~~(e)~~

~~Based on prices of futures exchanges and recently reported transactions in the marketplace.~~

~~(f)~~

~~Based on prices of common stock and bond matrix pricing.~~

~~(g)~~

We recorded $11.4 million in non-cash impairment charges in fiscal 2016 to write down certain long-lived assets to their fair value. Fair value was based on recently reported transactions for similar assets in the marketplace. These assets had a carrying value of $28.2 million and were associated with the restructuring actions described in Note 4.

	May 31, 2020								May 31, 2020
	Fair Values of Assets								Fair Values of Liabilities
In Millions		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Derivatives designated as hedging instruments:
Interest rate contracts (a) (b)	$	-	$	5.6	$	-	$	5.6	$	-	$	(7.8)	$	-	$	(7.8)
Foreign exchange contracts (a) (c)		-		19.8		-		19.8		-		(3.8)		-		(3.8)
Total		-		25.4		-		25.4		-		(11.6)		-		(11.6)
Derivatives not designated as hedging instruments:
Foreign exchange contracts (a) (c)		-		18.8		-		18.8		-		(0.2)		-		(0.2)
Commodity contracts (a) (d)		4.6		1.6		-		6.2		(3.4)		(26.7)		-		(30.1)
Grain contracts (a) (d)		-		5.0		-		5.0		-		(1.2)		-		(1.2)
Total		4.6		25.4		-		30.0		(3.4)		(28.1)		-		(31.5)
Other assets and liabilities reported at fair value:
Marketable investments (a) (e)		4.9		56.7		-		61.6		-		-		-		-
Total		4.9		56.7		-		61.6		-		-		-		-
Total assets, liabilities, and derivative positions recorded at fair value	$	9.5	$	107.5	$	-	$	117.0	$	(3.4)	$	(39.7)	$	-	$	(43.1)

(a)These contracts and investments are recorded as prepaid expenses and other current assets, other assets, other current liabilities or other liabilities, as appropriate, based on whether in a gain or loss position. Certain marketable investments are recorded as cash and cash equivalents.

   May 31, 2015    May 31, 2015
   Fair Values of Assets    Fair Values of Liabilities
In Millions    Level 1    Level 2    Level 3    Total    Level 1    Level 2 Level 3    Total
Derivatives designated as hedging instruments:

Interest rate contracts (a) (b)
   $ —       $ 4.0       $ —       $ 4.0       $ —       $ —    $ —       $ —
Foreign exchange contracts (c) (d)
   —       25.5       —       25.5       —       (23.3 ) —       (23.3 )
Total
   —       29.5       —       29.5       —       (23.3 ) —       (23.3 )
Derivatives not designated as hedging instruments:

Foreign exchange contracts (c) (d)
   —       0.4       —       0.4       —       (42.0 ) —       (42.0 )
Commodity contracts (c) (e)
   7.2       2.9       —       10.1       —       (59.4 ) —       (59.4 )
Grain contracts (c) (e)
   —       3.3       —       3.3       —       (7.8 ) —       (7.8 )
Total
   7.2       6.6       —       13.8       —       (109.2 ) —       (109.2 )
Other assets and liabilities reported at fair value:

Marketable investments (a) (f)
   8.3       2.6       —       10.9       —       —    —       —
Long-lived assets (g)
   —       37.8       —       37.8       —       —    —       —
Indefinite-lived intangible assets (h)
   —       —       154.3       154.3       —       —    —       —
Total
   8.3       40.4       154.3       203.0       —       —    —       —
Total assets, liabilities, and derivative positions recorded at fair value
   $ 15.5       $ 76.5       $ 154.3       $ 246.3       $ —       $ (132.5 ) $ —       $ (132.5 )

~~(a)~~ These contracts and investments are recorded as prepaid expenses and other current assets, other assets, other current liabilities or other liabilities, as appropriate, based on whether in a gain or loss position. Certain marketable investments are recorded as cash and cash equivalents.
~~(b)~~ ~~Based on LIBOR and swap rates.~~
~~(c)~~ ~~These contracts are recorded as prepaid expenses and other current assets or as other current liabilities, as appropriate, based on whether in a gain or loss position.~~
~~(d)~~ ~~Based on observable market transactions of spot currency rates and forward currency prices.~~
~~(e)~~ ~~Based on prices of futures exchanges and recently reported transactions in the marketplace.~~
~~(f)~~ ~~Based on prices of common stock and bond matrix pricing.~~
~~(g)~~ We recorded $30.3 million in non-cash impairment charges in fiscal 2015 to write down certain long-lived assets to their fair value. Fair value was based on recently reported transactions for similar assets in the marketplace. These assets had a carrying value of $68.1 million and were associated with the restructuring actions described in Note 4.
~~(h)~~ ~~We recorded a $260.0 million non-cash impairment charge in fiscal 2015 to write down our~~~~Green Giant~~ ~~brand asset to its fair value of $154.3 million. This asset had a carrying value of $414.3 million. See Note 6 for additional information.~~
(b) Based on LIBOR and swap rates. As of May 31, 2020, the carrying amount of hedged debt designated as the hedged item in a fair value hedge was $670.9 million and was classified on the Consolidated Balance Sheet within long-term debt. As of May 31, 2020, the cumulative amount of fair value hedging basis adjustments was $4.8 million.

(c)Based on observable market transactions of spot currency rates and forward currency prices.

(d)Based on prices of futures exchanges and recently reported transactions in the marketplace.

(e) Based on prices of common stock and bond matrix pricing.

	May 26, 2019								May 26, 2019
	Fair Values of Assets								Fair Values of Liabilities
In Millions		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Derivatives designated as hedging instruments:
Interest rate contracts (a) (b)	$	-	$	-	$	-	$	-	$	-	$	(1.9)	$	-	$	(1.9)
Foreign exchange contracts (a) (c)		-		12.9		-		12.9		-		(3.3)		-		(3.3)
Total		-		12.9		-		12.9		-		(5.2)		-		(5.2)
Derivatives not designated as hedging instruments:
Foreign exchange contracts (a) (c)		-		2.4		-		2.4		-		(1.9)		-		(1.9)
Commodity contracts (a) (d)		1.4		5.2		-		6.6		(4.4)		(3.5)		-		(7.9)
Grain contracts (a) (d)		-		6.7		-		6.7		-		(2.3)		-		(2.3)
Total		1.4		14.3		-		15.7		(4.4)		(7.7)		-		(12.1)
Other assets and liabilities reported at fair value:
Marketable investments (a) (e)		18.5		34.3		-		52.8		-		-		-		-
Long-lived assets (f)		-		19.0		-		19.0		-		-		-		-
Indefinite-lived intangible assets (g)		-		-		330.0		330.0		-		-		-		-
Total		18.5		53.3		330.0		401.8		-		-		-		-
Total assets, liabilities, and derivative positions recorded at fair value	$	19.9	$	80.5	$	330.0	$	430.4	$	(4.4)	$	(12.9)	$	-	$	(17.3)

(b) Based on LIBOR and swap rates. As of May 26, 2019, the carrying amount of hedged debt designated as the hedged item in a fair value hedge was $493.3 million and was classified on the Consolidated Balance Sheet within the current portion of long-term debt. As of May 26, 2019, the cumulative amount of fair value hedging basis adjustments was $6.7 million.

(c)Based on observable market transactions of spot currency rates and forward currency prices.

(d) Based on prices of futures exchanges and recently reported transactions in the marketplace.

(e)Based on prices of common stock and bond matrix pricing.

(f)We recorded $61.2 million in non-cash impairment charges in fiscal 2019 to write down certain long-lived assets to their fair value. Fair value was based on recently reported transactions for similar assets in the marketplace. These assets had a carrying value of $80.2 million and were associated with the restructuring actions described in Note 4.

(g)See Note 6.

We did not significantly change our valuation techniques from prior periods.

Information related to our cash flow hedges, fair value hedges, and other derivatives not designated as hedging instruments for the fiscal years ended May ~~29, 2016~~31, 2020, and May 26, 2019, follows:

		Interest Rate Contracts				Foreign Exchange Contracts				Equity Contracts				Commodity Contracts				Total
		Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year
In Millions		2020		2019		2020		2019		2020		2019		2020		2019		2020		2019
Derivatives in Cash Flow Hedging Relationships:
Amount of gain (loss) recognized in other comprehensive income (OCI)	$	(6.9)	$	-	$	11.3	$	15.7	$	-	$	-	$	-	$	-	$	4.4	$	15.7
Amount of net gain (loss) reclassified from AOCI into earnings (a)		(9.5)		(9.0)		4.6		8.4		-		-		-		-		(4.9)		(0.6)
Amount of net gain recognized in earnings (b)		-		-		-		0.5		-		-		-		-		-		0.5
Derivatives in Fair Value Hedging Relationships:
Amount of net gain (loss) recognized in earnings (c)		(4.9)		2.4		-		-		-		-		-		-		(4.9)		2.4
Derivatives Not Designated as Hedging Instruments:
Amount of net gain (loss) recognized in earnings (b)		(1.4)		-		15.7		7.5		8.6		0.7		(55.6)		(33.6)		(32.7)		(25.4)

(a)Gain (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. For the fiscal year ended May 31, ~~2015, follows:~~2020, the amount of gain reclassified from AOCI into cost of sales was $5.1 million and the amount of loss reclassified from AOCI into SG&A was $0.5 million. For the fiscal year ended May 26, 2019, the amount of gain reclassified from AOCI into cost of sales was $10.5 million and the amount of loss reclassified from AOCI into SG&A was $2.1 million.

(b)Gain recognized in earnings is related to the ineffective portion of the hedging relationship, reported in SG&A expenses for foreign exchange contracts and interest, net for interest rate contracts. No amounts were reported as a result of being excluded from the assessment of hedge effectiveness.

   Interest Rate
Contracts Foreign Exchange
Contracts Equity
Contracts    Commodity
Contracts Total
   Fiscal Year Fiscal Year Fiscal Year    Fiscal Year Fiscal Year
In Millions    2016 2015 2016 2015 2016 2015    2016 2015 2016 2015
Derivatives in Cash Flow Hedging Relationships:

Amount of gain (loss) recognized in other comprehensive income (OCI) (a)
   $ (2.6 ) $ (5.9 ) $ 21.2    $ 13.3    $ —    $ —       $ —    $ —    $ 18.6    $ 7.4
Amount of net gain (loss) reclassified from AOCI into earnings (a) (b)
   (10.6 ) (10.6 ) 22.1    5.0    —    —       —    —    11.5    (5.6 )
Amount of net gain (loss) recognized in earnings (c)
   (0.1 ) (0.6 ) (0.7 ) 0.1    —    —       —    —    (0.8 ) (0.5 )
Derivatives in Fair Value Hedging Relationships: Amount of net gain recognized in earnings (d)
   0.1    1.6    —    —    —       —    —    0.1    1.6
Derivatives in Net Investment Hedging Relationships: Amount of loss recognized in OCI (a)
   —    —    (0.2 ) (6.9 ) —    —       —    —    (0.2 ) (6.9 )
Derivatives Not Designated as Hedging Instruments: Amount of net gain (loss) recognized in earnings (d)
   —    —    1.1    (54.3 ) (4.5 ) 9.6       (56.1 ) (163.7 ) (59.5 ) (208.4 )

~~(a)~~

~~Effective portion.~~

~~(b)~~

~~Gain (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.~~

~~(c)~~

Gain (loss) recognized in earnings is related to the ineffective portion of the hedging relationship, including SG&A expenses for foreign exchange contracts and interest, net for interest rate contracts. No amounts were reported as a result of being excluded from the assessment of hedge effectiveness.

~~(d)~~

Gain (loss) recognized in earnings is reported in interest, net for interest rate contracts, in cost of sales for commodity contracts, and in SG&A expenses for equity contracts and foreign exchange contracts.

(c)Gain (loss) recognized in earnings is reported in interest, net for interest rate contracts, in cost of sales for commodity contracts, and in SG&A expenses for equity contracts and foreign exchange contracts.

	May 31, 2020
	Assets								Liabilities
					Gross Amounts Not Offset in the Balance Sheet (e)								Gross Amounts Not Offset in the Balance Sheet (e)
In Millions	Gross Amounts of Recognized Assets		Gross Liabilities Offset in the Balance Sheet (a)	Net Amounts of Assets (b)	Financial Instruments		Cash Collateral Received	Net Amount (c)	Gross Amounts of Recognized Liabilities		Gross Assets Offset in the Balance Sheet (a)	Net Amounts of Liabilities (b)	Financial Instruments		Cash Collateral Pledged	Net Amount (d)
Commodity contracts	$6.2	$	-	$6.2	$(4.2)	$	-	$2.0	$(30.1)	$	-	$(30.1)	$4.2	$	15.9	$(10.0)
Interest rate contracts	6.0		-	6.0	(0.8)		-	5.2	(8.0)		-	(8.0)	0.8		-	(7.2)
Foreign exchange contracts	38.6		-	38.6	(3.7)		-	34.9	(4.0)		-	(4.0)	3.7		-	(0.3)
Equity contracts	8.6		-	8.6	-		-	8.6	-		-	-	-		-	-
Total	$59.4	$	-	$59.4	$(8.7)	$	-	$50.7	$(42.1)	$	-	$(42.1)	$8.7	$	15.9	$(17.5)

	May 26, 2019
	Assets								Liabilities
					Gross Amounts Not Offset in the Balance Sheet (e)								Gross Amounts Not Offset in the Balance Sheet (e)
In Millions	Gross Amounts of Recognized Assets		Gross Liabilities Offset in the Balance Sheet (a)	Net Amounts of Assets (b)	Financial Instruments		Cash Collateral Received	Net Amount (c)	Gross Amounts of Recognized Liabilities		Gross Assets Offset in the Balance Sheet (a)	Net Amounts of Liabilities (b)	Financial Instruments		Cash Collateral Pledged	Net Amount (d)
Commodity contracts	$6.6	$	-	$6.6	$(4.9)	$	-	$1.7	$(7.9)	$	-	$(7.9)	$4.9	$	-	$(3.0)
Interest rate contracts	-		-	-	-		-	-	(2.2)		-	(2.2)	-		-	(2.2)
Foreign exchange contracts	15.3		-	15.3	(5.1)		-	10.2	(5.2)		-	(5.2)	5.1		-	(0.1)
Equity contracts	0.7		-	0.7	(0.7)		-	-	(5.8)		-	(5.8)	0.7		-	(5.1)
Total	$22.6	$	-	$22.6	$(10.7)	$	-	$11.9	$(21.1)	$	-	$(21.1)	$10.7	$	-	$(10.4)

(a) Includes related collateral offset in our Consolidated Balance Sheets.

(b) Net fair value as recorded in our Consolidated Balance Sheets.

(d)Fair value of liabilities that could be reported net in our Consolidated Balance Sheets.

(e)Fair value of assets and liabilities reported on a gross basis in our Consolidated Balance Sheets.

AMOUNTS RECORDED IN ACCUMULATED OTHER COMPREHENSIVE LOSS

As of May ~~29, 2016,~~31, 2020, the after-tax amounts of unrealized gains and losses in AOCI related to hedge derivatives follows:


In Millions		After-Tax Gain/(Loss)
Unrealized losses from interest rate cash flow hedges	$		~~$(31.3)~~	(30.8)
Unrealized gains from foreign currency cash flow hedges			~~5.8~~	18.2
After-tax loss in AOCI related to hedge derivatives	$		~~$(25.5)~~
				(12.6)

The net amount of pre-tax gains and losses in AOCI as of May ~~29, 2016,~~31, 2020, that we expect to be reclassified into net earnings within the next 12 months is ~~$1.2~~a $12.9 million ~~of loss.~~net gain.

CREDIT-RISK-RELATED CONTINGENT FEATURES

Certain of our derivative instruments contain provisions that require us to maintain an investment grade credit rating on our debt from each of the major credit rating agencies. If our debt were to fall below investment grade, the counterparties to the derivative instruments could request full collateralization on derivative instruments in net liability positions. The aggregate fair value of all derivative instruments with credit-risk-related contingent features

that were in a liability position on May ~~29, 2016,~~31, 2020, was ~~$21.9~~$31.4 million. We have posted ~~$7.5 million of~~no collateral under these contracts. If the credit-risk-related contingent features underlying these agreements had been triggered on May ~~29, 2016,~~31, 2020, we would have been required to post ~~$14.4~~$31.4 million of collateral to counterparties.

CONCENTRATIONS OF CREDIT AND COUNTERPARTY CREDIT RISK

During fiscal ~~2016,~~2020, customer concentration was as follows:

Percent of total    Consolidated U.S. Retail International Convenience Stores
and Foodservice
Wal-Mart (a):

Net sales
   20 % 30 % 5 % 8 %
Accounts receivable
   26 % 4 % 8 %
Five largest customers:

Net sales
   53 % 22 % 45 %

~~(a)~~

~~Includes Wal-Mart Stores, Inc. and its affiliates.~~

Percent of total	Consolidated	North America Retail	Convenience Stores & Foodservice	Europe & Australia	Asia & Latin America	Pet
Walmart (a):
Net sales	21%	30%	8%	1%	5%	12%
Accounts receivable		22%	6%	1%	7%	9%
Five largest customers:
Net sales		54%	45%	24%	12%	64%
(a) Includes Walmart Inc. and its affiliates.

No customer other than ~~Wal-Mart~~Walmart accounted for 10 percent or more of our consolidated net sales.

We enter into interest rate, foreign exchange, and certain commodity and equity derivatives, primarily with a diversified group of highly rated counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and, by policy, limit the amount of credit exposure to any one party. These transactions may expose us to potential losses due to the risk of nonperformance by these counterparties; however, we have not incurred a material loss. We also enter into commodity futures transactions through various regulated exchanges.

The amount of loss due to the credit risk of the counterparties, should the counterparties fail to perform according to the terms of the contracts, is ~~$14.8~~$14.2 million, against which we do not hold collateral. Under the terms of our swap agreements, some of our transactions require collateral or other security to support financial instruments subject to threshold levels of exposure and counterparty credit risk. Collateral assets are either cash or U.S. Treasury instruments and are held in a trust account that we may access if the counterparty defaults.

We offer certain suppliers access to a third party ~~service~~services that ~~allows~~allow them to view our scheduled payments online. The third party ~~service~~services also ~~allows~~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 ~~party,~~parties, or any financial institutions concerning this service. All of our accounts payable remain as obligations to our suppliers as stated in our supplier agreements. As of May ~~29, 2016, $537.0~~31, 2020, $1,328.9 million of our ~~total~~ accounts payable is payable to suppliers who utilize ~~this~~these third party ~~service.~~services.

NOTE 8.9. DEBT

~~Notes Payable~~

NOTES PAYABLE

The components of notes payable and their respective weighted-average interest rates at the end of the periods were as follows:


	May 29, 2016					May 31, 2015						May 31, 2020				May 26, 2019
In Millions	Notes Payable		Weighted- Average Interest Rate			Notes Payable		Weighted- Average Interest Rate				Notes Payable	Weighted- Average Interest Rate			Notes Payable	Weighted- Average Interest Rate
U.S. commercial paper	$	—		—	%	$	432.0		0.3	%	$	99.9	3.6	%	$	1,298.5	2.7	%
Financial institutions		269.8		8.6			183.8		9.5			179.1	5.1			170.2	9.0
Total	$	269.8		8.6	%	$	615.8		3.0	%	$	279.0	4.6	%	$	1,468.7	3.4	%

The following table details the fee-paid committed and uncommitted credit lines we had available as of May ~~29, 2016:~~31, 2020:


In Billions	Facility Amount		Borrowed Amount			Facility Amount		Borrowed Amount
Credit facility expiring:
May 2021		$2.7		$ —
June 2019		0.2		0.1
May 2022					$	2.7	$	-
September 2022						0.2		-
Total committed credit facilities		2.9		0.1		2.9		-
Uncommitted credit facilities		0.4		0.1		0.6		0.2
Total committed and uncommitted credit facilities		$3.3		$0.2	$	3.5	$	0.2

In fiscal 2016, we entered into a $2.7 billion fee-paid committed credit facility that is scheduled to expire in May 2021. Concurrent with the execution of this credit facility, we terminated our $1.7 billion and $1.0 billion credit facilities.

~~In fiscal 2015, our subsidiary, Yoplait S.A.S., entered into a €200.0 million fee-paid committed credit facility that is scheduled to expire in June 2019.~~

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 May ~~29, 2016.~~31, 2020.

~~Long-Term Debt~~

LONG-TERM DEBT

In ~~January 2016,~~April 2020, we issued ~~€500.0~~$750.0 million ~~principal amount~~ of ~~floating-rate~~2.875 percent fixed-rate notes due ~~January~~April 15, ~~2020. Interest on~~2030. We used the notes are payable quarterly in arrears. The notes are not generally redeemable prior to maturity. These notes are senior unsecured obligations that include a change of control repurchase provision. The net proceeds ~~were used~~ to repay a portion of our ~~maturing long-term debt.~~outstanding commercial paper and for general corporate purposes.

In January ~~2016,~~2020, we ~~repaid $250~~issued €600.0 million of ~~0.875 percent fixed-rate notes and $750 million of floating-rate notes.~~

~~In April 2015, we issued €500.0 million principal amount of 1.0~~0.45 percent fixed-rate notes due ~~April 27, 2023~~January 15, 2026 and ~~€400.0~~€200.0 million ~~principal amount~~ of ~~1.5~~0.0 percent fixed-rate notes due ~~April 27, 2027. Interest on~~November 16, 2020. We used the notes is payable annually in arrears. The notes may be redeemed in whole, or in part, at our option at any time at the applicable redemption price. These notes are senior unsecured obligations that include a change of control repurchase provision. The net proceeds, ~~were used for general corporate purposes~~together with cash on hand, to repay €500.0 million of floating rate notes and ~~to reduce our~~€300.0 million of 0.0 percent fixed-rate notes.

In October 2019, we repaid $500.0 million of 2.20 percent fixed-rate notes with proceeds from commercial ~~paper borrowings.~~paper.

In March ~~2015,~~2019, we ~~repaid $750.0~~issued €300.0 million of ~~5.2 percent notes.~~

~~In October 2014, we issued $500.0 million aggregate principal amount of 1.4~~0.0 percent fixed-rate notes due ~~October 20, 2017 and $500.0~~January 15, 2020. We used the net proceeds, together with cash on hand, to repay our €300.0 million ~~aggregate principal amount~~floating rate notes.

In February 2019, we repaid $1,150.0 million of ~~2.2~~5.65 percent fixed-rate notes due October 21, 2019. Interest on the notes is payable semi-annually in arrears. The notes may be redeemed in whole, or in part, at our option at any time at the applicable redemption price. The notes are senior unsecured obligations that include a change of control repurchase provision. The netwith proceeds ~~were used to fund our acquisition of Annie’s and for general corporate purposes.~~

from commercial paper.

In June 2014, our subsidiary, Yoplait S.A.S., issued €200.0 million principal amount of 2.2 percent fixed-rate senior notes due June 24, 2021 in a private placement offering. Interest on the notes is payable semi-annually in arrears. The notes may be redeemed in whole, or in part, at our subsidiary’s option at any time at the applicable redemption price. The notes are senior unsecured obligations that include a change of control repurchase provision. The net proceeds were used to refinance existing debt.

~~In June 2014, we repaid €290.0 million of floating-rate notes.~~

A summary of our long-term debt is as follows:


In Millions	May 29, 2016			May 31, 2015				May 31, 2020		May 26, 2019
5.65% notes due February 15, 2019	$	1,150.0		$	1,150.0
5.7% notes due February 15, 2017		1,000.0			1,000.0
4.2% notes due April 17, 2028							$	1,400.0	$	1,400.0
3.15% notes due December 15, 2021		1,000.0			1,000.0			1,000.0		1,000.0
3.7% notes due October 17, 2023								850.0		850.0
Floating-rate notes due April 16, 2021								850.0		850.0
4.0% notes due April 17, 2025								800.0		800.0
3.2% notes due February 10, 2027								750.0		750.0
2.875% notes due April 15, 2030								750.0		-
Euro-denominated 0.45% notes due January 15, 2026								666.1		-
4.7% notes due April 17, 2048								650.0		650.0
3.2% notes due April 16, 2021								600.0		600.0
Euro-denominated 2.1% notes due November 16, 2020		555.8			549.4			555.1		560.1
Euro-denominated 1.0% notes due April 27, 2023		555.8			549.4			555.1		560.1
Floating-rate euro-denominated notes due January 15, 2020		555.8			—
1.4% notes due October 20, 2017		500.0			500.0
Euro-denominated floating-rate notes due January 15, 2020								-		560.1
4.55% notes due April 17, 2038								500.0		500.0
2.6% notes due October 12, 2022								500.0		500.0
5.4% notes due June 15, 2040		500.0			500.0			500.0		500.0
4.15% notes due February 15, 2043		500.0			500.0			500.0		500.0
3.65% notes due February 15, 2024		500.0			500.0			500.0		500.0
2.2% notes due October 21, 2019		500.0			500.0			-		500.0
Floating-rate notes due January 29, 2016		—			500.0
Euro-denominated 1.5% notes due April 27, 2027		444.6			439.5			444.0		448.1
0.875% notes due January 29, 2016		—			250.0
Floating-rate notes due January 28, 2016		—			250.0
Floating-rate notes due October 17, 2023								400.0		400.0
Euro-denominated 0.0% notes due January 15, 2020								-		336.1
Euro-denominated 2.2% notes due June 24, 2021		221.0			219.7			222.0		224.0
Medium-term notes, 0.02% to 6.44%, due fiscal 2017 or later		204.2			204.2
Other, including debt issuance costs and capital leases		(26.1	)		(36.5	)
Euro-denominated 0.0% notes due November 16, 2020								222.0		-
Medium-term notes, 0.56% to 6.61%, due fiscal 2021 or later								104.2		104.2
Other, including debt issuance costs and finance leases								(58.0)		(71.4)
		8,161.1			8,575.7			13,260.5		13,021.3
Less amount due within one year		(1,103.4	)		(1,000.4	)		(2,331.5)		(1,396.5)
Total long-term debt	$	7,057.7		$	7,575.3		$	10,929.0	$	11,624.8

Principal payments due on long-term debt and finance leases in the next five fiscal years based on stated contractual maturities, our intent to redeem, or put rights of certain note holders are ~~$1,103.4 million in fiscal 2017, $604.7 million in fiscal 2018, $1,150.4 million in fiscal 2019, $1,056.0 million in fiscal 2020, and $555.9 million in fiscal 2021.~~as follows:

In Millions
Fiscal 2021	$	2,331.5
Fiscal 2022		1,222.1
Fiscal 2023		1,055.1
Fiscal 2024		1,750.0
Fiscal 2025		800.0

Certain of our long-term debt agreements contain restrictive covenants. As of May ~~29, 2016,~~31, 2020, we were in compliance with all of these covenants.

As of May ~~29, 2016,~~31, 2020, the ~~$49.5~~$35.7 million pre-tax loss recorded in AOCI associated with our previously designated interest rate swaps will be reclassified to net interest over the remaining lives of the hedged transactions. The amount expected to be reclassified from AOCI to net interest in fiscal ~~2017~~2021 is a ~~$10.0~~$9.4 million pre-tax loss.

NOTE 9.10. REDEEMABLE AND NONCONTROLLING INTERESTS

Our principal redeemable and noncontrolling interests relate to our Yoplait SAS, Yoplait Marques SNC, Liberté Marques Sàrl, and General Mills Cereals, LLC (GMC) subsidiaries. In addition, we have ~~six~~4 foreign subsidiaries that have noncontrolling interests totaling ~~$7.0~~$4.7 million as of May ~~29, 2016.~~31, 2020.

We have a 51 percent controlling interest in Yoplait SAS and a 50 percent interest in Yoplait Marques SNC and Liberté Marques ~~Sàrl.~~Sàrl. Sodiaal holds the remaining interests in each of the entities. On the acquisition date, we

recorded the $904.4 million fair value of Sodiaal’s 49 percent euro-denominated interest in Yoplait SAS as a redeemable interest on our Consolidated Balance Sheets. Sodiaal has the ability to put all or a portion of its redeemable interest to us at fair value once per year, up to three times before December 2024. We adjust the value of the redeemable interest through additional paid-in capital on our Consolidated Balance Sheets quarterly to the redeemable interest’s redemption value, which approximates its fair value. Yoplait SAS pays dividends annually if it meets certain financial metrics set forth in its ~~shareholders~~shareholders’ agreement. As of May ~~29, 2016,~~31, 2020, the redemption value of the euro-denominated redeemable interest was ~~$845.6~~$544.6 million.

On the acquisition dates, we recorded the $281.4 million fair value of Sodiaal’s 50 percent euro-denominated interest in Yoplait Marques SNC and 50 percent Canadian dollar-denominated interest in Liberté Marques Sà Sàrl as noncontrolling interests on our Consolidated Balance Sheets. Yoplait Marques SNC earns a royalty stream through a licensing agreement with Yoplait SAS for the rights to Yoplait and related trademarks. Liberté Marques Sà Sàrl earns a royalty stream through licensing agreements with certain Yoplait group companies for the rights to Liberté and related trademarks. These entities pay dividends annually based on their available cash as of their fiscal year end.

~~During~~

We paid dividends of $56.9 million in fiscal ~~2016, we paid $74.5~~2020 and $22.0 million ~~of dividends~~in fiscal 2019 to Sodiaal under the terms of the Yoplait SAS, ~~and~~ Yoplait Marques SNC, and Liberté Marques Sàrl shareholder agreements.

A subsidiary of Yoplait SAS has entered into an exclusive milk supply agreement for its European operations with Sodiaal at market-determined prices through July 1, 2021. Net purchases totaled ~~$321.0~~$201.8 million for fiscal ~~2016~~2020 and ~~$271.3~~$210.8 million for fiscal ~~2015.~~2019.

During fiscal 2019, Sodiaal invested $55.7 million in Yoplait SAS.

The holder of the 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, ~~2015,~~2018, the floating preferred return rate on GMC’s Class A interests was reset to the sum of three-month LIBOR plus ~~125~~142.5 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.

For financial reporting purposes, the assets, liabilities, results of operations, and cash flows of our non-wholly owned consolidated subsidiaries are included in our Consolidated Financial Statements. The third-party investor’s share of the net earnings of these subsidiaries is reflected in net earnings attributable to redeemable and noncontrolling interests in our Consolidated Statements of Earnings.

Our noncontrolling interests contain restrictive covenants. As of May ~~29, 2016,~~31, 2020, we were in compliance with all of these covenants.

NOTE ~~10.~~11. STOCKHOLDERS’ EQUITY

Cumulative preference stock of 5.0 million shares, without par value, is authorized but unissued.

On May 6, 2014, our Board of Directors authorized the repurchase of up to 100 million shares of our common stock. Purchases under the authorization 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 authorization has no specified termination date.

On March 27, 2018, we issued 22.7 million shares of the Company’s common stock, par value $0.10 per share, at a public offering price of $44.00 per share for total proceeds of $1.0 billion. We paid $30.1 million in issuance costs that were recorded in additional paid-in capital. The net proceeds of $969.9 million were used to finance a portion of the acquisition of Blue Buffalo Pet Products, Inc. (“Blue Buffalo”).

Share repurchases were as follows:


	Fiscal Year						Fiscal Year
In Millions	2016		2015		2014		2020	2019	2018
Shares of common stock		10.7		22.3		35.6	0.1	-	10.9
Aggregate purchase price	$	606.7	$	1,161.9	$	1,774.4	$3.4	$1.1	$601.6

The following table provides details of total comprehensive income:

   Fiscal 2016
   General Mills Noncontrolling
Interests    Redeemable
Interest
In Millions    Pretax Tax Net Net    Net
Net earnings, including earnings attributable to redeemable and noncontrolling interests
   $ 1,697.4    $  8.4       $31.0
Other comprehensive income (loss):

Foreign currency translation
   $ (107.6 ) $     —    (107.6 ) 2.8       (3.9 )
Net actuarial loss
   (514.2 ) 188.3    (325.9 ) —       —
Other fair value changes:

Securities
   0.2    (0.1 ) 0.1    —       —
Hedge derivatives
   16.5    (2.2 ) 14.3    —       1.7
Reclassification to earnings:

Hedge derivatives (a)
   (13.5 ) 2.5    (11.0 ) —       1.5
Amortization of losses and prior service costs (b)
   206.8    (78.2 ) 128.6    —       —
Other comprehensive income (loss)
   (411.8 ) 110.3    (301.5 ) 2.8       (0.7 )
Total comprehensive income
   $ 1,395.9    $ 11.2       $30.3

~~(a)~~

~~Gain 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 SG&A expense.~~

	Fiscal 2020
	General Mills							Noncontrolling Interests		Redeemable Interest
In Millions		Pretax		Tax		Net		Net		Net
Net earnings, including earnings attributable to redeemable and noncontrolling interests					$	2,181.2	$	12.9	$	16.7
Other comprehensive income (loss):
Foreign currency translation	$	(149.1)	$	-		(149.1)		(2.6)		(17.4)
Net actuarial loss		(290.2)		65.6		(224.6)		-		-
Other fair value changes:
Hedge derivatives		4.4		(1.2)		3.2		-		-
Reclassification to earnings:
Hedge derivatives (a)		4.3		(0.7)		3.6		-		0.5
Amortization of losses and prior service costs (b)		101.3		(23.4)		77.9		-		-
Other comprehensive loss		(329.3)		40.3		(289.0)		(2.6)		(16.9)
Total comprehensive income (loss)					$	1,892.2	$	10.3	$	(0.2)

(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.

   Fiscal 2015
   General Mills Noncontrolling
Interests Redeemable
Interest
In Millions    Pretax Tax Net Net Net
Net earnings, including earnings attributable to redeemable and noncontrolling interests
   $ 1,221.3    $   8.2    $   29.9
Other comprehensive loss:

Foreign currency translation
   $   (727.9 ) $     —    (727.9 ) (78.2 ) (151.8 )
Net actuarial income
   (561.1 ) 202.7    (358.4 ) —    —
Other fair value changes:

Securities
   1.3    (0.5 ) 0.8    —    —
Hedge derivatives
   13.6    (4.8 ) 8.8    —    (4.7 )
Reclassification to earnings:

Hedge derivatives (a)
   0.7    0.5    1.2    —    3.7
Amortization of losses and prior service costs (b)
   170.2    (65.1 ) 105.1    —    —
Other comprehensive loss
   (1,103.2 ) 132.8    (970.4 ) (78.2 ) (152.8 )
Total comprehensive income (loss)
   $   250.9    $(70.0 ) $(122.9 )

~~(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 SG&A expense.~~
(b) Loss reclassified from AOCI into earnings is reported in benefit plan non-service income. Please refer to Note 2.

   Fiscal 2014
   General Mills Noncontrolling
Interests    Redeemable
Interest
In Millions    Pretax Tax Net Net    Net
Net earnings, including earnings attributable to redeemable and noncontrolling interests
   $ 1,824.4    $  5.8       $31.1
Other comprehensive income:

Foreign currency translation
   $(71.8 ) $      —    (71.8 ) 19.1       41.4
Net actuarial income
   327.2    (121.2 ) 206.0    —       —
Other fair value changes:

Securities
   0.5    (0.2 ) 0.3    —       —
Hedge derivatives
   14.4    (7.0 ) 7.4    —       (2.4 )
Reclassification to earnings:

Hedge derivatives (a)
   (4.7 ) 0.2    (4.5 ) —       (0.1 )
Amortization of losses and prior service costs (b)
   172.7    (65.1 ) 107.6    —       —
Other comprehensive income
   438.3    (193.3 ) 245.0    19.1       38.9
Total comprehensive income
   $ 2,069.4    $24.9       $70.0

~~(a)~~

~~Gain 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 SG&A expense.~~

	Fiscal 2019
	General Mills							Noncontrolling Interests		Redeemable Interest
In Millions		Pretax		Tax		Net		Net		Net
Net earnings, including earnings attributable to redeemable and noncontrolling interests					$	1,752.7	$	13.9	$	19.6
Other comprehensive income (loss):
Foreign currency translation	$	(38.3)	$	-		(38.3)		(13.5)		(31.0)
Net actuarial loss		(325.6)		72.2		(253.4)		-		-
Other fair value changes:
Hedge derivatives		15.9		(3.7)		12.2		-		(0.1)
Reclassification to earnings:
Securities (a)		(2.6)		0.6		(2.0)		-		-
Hedge derivatives (b)		0.1		0.4		0.5		-		0.4
Amortization of losses and prior service costs (c)		107.5		(22.9)		84.6		-		-
Other comprehensive loss		(243.0)		46.6		(196.4)		(13.5)		(30.7)
Total comprehensive income (loss)					$	1,556.3	$	0.4	$	(11.1)

(a)Gain reclassified from AOCI into earnings is reported in interest, net for securities.

(b)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.

	Fiscal 2018
	General Mills							Noncontrolling Interests		Redeemable Interest
In Millions		Pretax		Tax		Net		Net		Net
Net earnings, including earnings attributable to redeemable and noncontrolling interests					$	2,131.0	$	13.4	$	18.6
Other comprehensive income (loss):
Foreign currency translation	$	(76.9)	$	-		(76.9)		13.5		26.4
Net actuarial income		185.5		(45.4)		140.1		-		-
Other fair value changes:
Securities		1.8		(0.6)		1.2		-		-
Hedge derivatives		(64.7)		14.2		(50.5)		-		(0.3)
Reclassification to earnings:
Securities (a)		(6.6)		1.5		(5.1)		-		-
Hedge derivatives (b)		24.9		(6.4)		18.5		-		(1.1)
Amortization of losses and prior service costs (c)		176.8		(59.2)		117.6		-		-
Other comprehensive income		240.8		(95.9)		144.9		13.5		25.0
Total comprehensive income					$	2,275.9	$	26.9	$	43.6

(a)Gain reclassified from AOCI into earnings is reported in interest, net for securities.

(b)Loss (gain) 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.

In fiscal ~~2016, 2015,~~2020, 2019, and ~~2014,~~2018, except for reclassifications to earnings, changes in other comprehensive income (loss) were primarily non-cash items.

Accumulated other comprehensive loss balances, net of tax effects, were as follows:


In Millions	May 29, 2016			May 31, 2015				May 31, 2020		May 26, 2019
Foreign currency translation adjustments	$	(644.2	)	$	(536.6	)	$	(889.0)	$	(739.9)
Unrealized gain (loss) from:
Securities		3.8			3.7
Unrealized loss from:
Hedge derivatives		(25.5	)		(28.8	)		(12.6)		(19.4)
Pension, other postretirement, and postemployment benefits:
Net actuarial loss		(1,958.2	)		(1,756.1	)		(2,022.5)		(1,880.5)
Prior service credits		11.9			7.1			9.7		14.4
Accumulated other comprehensive loss	$	(2,612.2	)	$	(2,310.7	)	$	(2,914.4)	$	(2,625.4)

In fiscal 2018, we adopted new accounting requirements that provide the option to reclassify stranded income tax effects resulting from the TCJA from AOCI to retained earnings. We elected to reclassify the stranded income tax effects of the TCJA of $329.4 million from AOCI to retained earnings. Please see Note 15 for additional information.

NOTE ~~11.~~12. STOCK PLANS

We use broad-based stock plans to help ensure that management’s interests are aligned with those of our shareholders. As of May ~~29, 2016,~~31, 2020, a total of ~~24.3~~26.4 million shares were available for grant in the form of stock options, restricted stock, restricted stock units, and shares of unrestricted stock under the ~~2011~~2017 Stock Compensation Plan ~~(2011~~(2017 Plan) ~~and the 2011 Compensation Plan for Non-Employee Directors.~~. The ~~2011~~2017 Plan also provides for the issuance of cash-settled share-based units, stock appreciation rights, and performance-based stock awards. Stock-based awards now outstanding include some granted under the ~~2005,~~2009 and 2011 stock plans and the 2006 ~~2007,~~ and ~~2009 stock~~2011 compensation plans for non-employee directors, under which no further awards may be granted. The stock plans provide for potential accelerated vesting of awards upon retirement, termination, or death of eligible employees and directors.

Stock Options

The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were as follows:


	Fiscal Year						Fiscal Year
	2016		2015		2014		2020			2019			2018
Estimated fair values of stock options granted		$ 7.24		$ 7.22		$ 6.03	$	7.10		$	5.35		$	6.18
Assumptions:
Risk-free interest rate		2.4%		2.6%		2.6%		2.0	%		2.9	%		2.2	%
Expected term		8.5 years		8.5 years		9.0 years		8.5	years		8.5	years		8.2	years
Expected volatility		17.6%		17.5%		17.4%		17.4	%		16.3	%		15.8	%
Dividend yield		3.2%		3.1%		3.1%		3.6	%		4.3	%		3.6	%

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 expected term represents the period of time that options granted are expected to be outstanding based on historical data to estimate option exercises and employee terminations within the valuation model. Separate groups of employees have similar historical exercise behavior and therefore were aggregated into a single pool for valuation purposes. The weighted-average expected term for all employee groups is presented in the table above. The risk-free interest rate for periods during the expected term of the options is based on the U.S. Treasury zero-coupon yield curve in effect at the time of grant.

Realized windfall tax benefits ~~are credited to additional paid-in capital within our Consolidated Balance Sheets. Realized~~and shortfall tax ~~benefits (amounts which~~deficiencies related to the exercise or vesting of stock-based awards are ~~less than that previously~~ recognized in ~~earnings) are first offset against~~ the ~~cumulative balance~~Consolidated Statement of Earnings. We recognized windfall tax benefits ~~if any, and then charged directly to~~from stock-based payments in income tax expense ~~potentially resulting in volatility~~ in our ~~consolidated effective income tax rate. We calculated a cumulative memo balance~~Consolidated Statements of ~~windfall tax benefits for the purpose~~Earnings of ~~accounting for future shortfall tax benefits.~~$27.3 million in fiscal 2020, $24.5 million in fiscal 2019, and $25.5 million in fiscal 2018.

Options may be priced at 100 percent or more of the fair market value on the date of grant, and generally vest four years after the date of grant. Options generally expire within 10 years and one month after the date of grant.

Information on stock option activity follows:

										Options Outstanding (Thousands)		Weighted-Average Exercise Price Per Share	Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (Millions)
	Options Exercisable (Thousands)		Weighted- Average Exercise Price Per Share		Options Outstanding (Thousands)			Weighted- Average Exercise Price Per Share
Balance as of May 26, 2013		29,290.3		$27.69		47,672.1			$30.22
Balance as of May 26, 2019										23,653.0	$	47.12	4.82	$	180.00
Granted						2,789.8			48.33	2,065.0		53.70
Exercised						(6,181.3	)		24.78	(7,066.0)		37.98
Forfeited or expired						(111.6	)		38.74	(487.4)		55.91
Balance as of May 25, 2014		29,452.8		28.37		44,169.0			32.10
Granted						2,253.1			53.70
Exercised						(7,297.2	)		26.68
Forfeited or expired						(47.7	)		43.73
Balance as of May 31, 2015		26,991.5		30.44		39,077.2			34.35
Granted						1,930.2			55.72
Exercised						(8,471.0	)		28.49
Forfeited or expired						(134.8	)		48.16
Balance as of May 29, 2016		22,385.1		$32.38		32,401.6			$37.09
Outstanding as of May 31, 2020										18,164.6	$	51.21	5.53	$	222.6
Exercisable as of May 31, 2020										8,706.4	$	47.28	3.25	$	137.3

Stock-based compensation expense related to stock option awards was ~~$14.8~~$13.4 million in fiscal ~~2016, $18.1~~2020, $14.7 million in fiscal ~~2015,~~2019, and ~~$18.2~~$15.5 million in fiscal ~~2014.~~2018. Compensation expense related to stock-based payments recognized in our Consolidated Statements of Earnings includes amounts recognized in restructuring, impairment, and other exit costs for fiscal ~~2016 and 2015.~~2018.

Net cash proceeds from the exercise of stock options less shares used for minimum withholding taxes and the intrinsic value of options exercised were as follows:


	Fiscal Year							Fiscal Year
In Millions	2016		2015		2014			2020		2019		2018
Net cash proceeds	$	171.9	$	163.7	$	108.1	$	263.4	$	241.4	$	99.3
Intrinsic value of options exercised	$	268.4	$	201.9	$	166.6	$	132.9	$	126.7	$	83.6

Restricted Stock, Restricted Stock Units, and Performance Share Units

Stock and units settled in stock subject to a restricted period and a purchase price, if any (as determined by the Compensation Committee of the Board of Directors), may be granted to key employees under the ~~2011~~2017 Plan. Restricted stock and restricted stock units generally vest and become unrestricted four years after the date of grant. Performance share units are earned primarily based on our future achievement of three-year goals for average organic net sales growth and cumulative free cash flow. Performance share units are settled in common stock and are generally

subject to a three year performance and vesting period. The sale or transfer of these awards is restricted during the vesting period. Participants holding restricted stock, but not restricted stock units or performance share units, are entitled to vote on matters submitted to holders of common stock for a vote. These awards accumulate dividends from the date of grant, but participants only receive payment if the awards vest.

Information on restricted stock unit and performance share ~~units~~unit activity follows:

   Equity Classified    Liability Classified
      Share-Settled
Units
(Thousands)
Weighted-
Average
Grant-Date
Fair Value
   Share-Settled
Units
(Thousands)
Weighted-
Average
Grant-Date
Fair Value

Non-vested as of May 31, 2015
   6,235.6    $ 46.44       237.0    $ 44.84
Granted
   1,287.7    56.01       63.8    55.82
Vested
   (2,119.9 ) 46.65       (69.5 ) 40.55
Forfeited, expired, or reclassified
   (303.0 ) 49.45       (19.9 ) 51.45
Non-vested as of May 29, 2016
   5,100.4    $ 48.60       211.4    $ 48.37

	Equity Classified			Liability Classified
	Share-Settled Units (Thousands)		Weighted-Average Grant-Date Fair Value	Share-Settled Units (Thousands)		Weighted-Average Grant-Date Fair Value
Non-vested as of May 26, 2019	4,272.3	$	53.87	108.1	$	55.45
Granted	1,913.4		53.27	34.2		53.64
Vested	(1,039.7)		55.81	(29.5)		56.38
Forfeited or expired	(220.5)		53.00	(9.5)		53.73
Non-vested as of May 31, 2020	4,925.5	$	53.26	103.3	$	54.75


	Fiscal Year							Fiscal Year
	2016		2015		2014			2020		2019		2018
Number of units granted (thousands)		1,351.5		1,708.2		2,144.1		1,947.6		1,848.2		1,551.3
Weighted average price per unit	$	56.00	$	53.45	$	48.49

Weighted-average price per unit							$	53.28	$	46.14	$	55.12

The total grant-date fair value of restricted stock unit awards that vested ~~during~~was $59.7 million in fiscal ~~2016 was $101.8~~2020 and $47.1 million ~~and $133.7 million vested during~~in fiscal ~~2015.~~2019.

As of May ~~29, 2016,~~31, 2020, unrecognized compensation expense related to non-vested stock options, restricted stock units, and performance share units was ~~$93.9~~$104.0 million. This expense will be recognized over 1820 months, on average.

Stock-based compensation expense related to restricted stock units and performance share units was ~~$76.8~~$81.5 million for fiscal ~~2016, $96.6~~2020, $70.2 million for fiscal ~~2015,~~2019, and ~~$107.0~~$62.4 million for fiscal ~~2014.~~2018. Compensation expense related to stock-based payments recognized in our Consolidated Statements of Earnings includes amounts recognized in restructuring, impairment, and other exit costs for fiscal ~~2016~~2019 and ~~2015.~~2018.

NOTE ~~12.~~13. EARNINGS PER SHARE

Basic and diluted EPS were calculated using the following:

   Fiscal Year
In Millions, Except per Share Data    2016    2015    2014
Net earnings attributable to General Mills
   $ 1,697.4       $ 1,221.3       $ 1,824.4

Average number of common shares—basic EPS
   598.9       603.3       628.6
Incremental share effect from: (a)

Stock options
   9.8       11.3       12.3
Restricted stock units, performance share units, and other
   3.2       4.2       4.8
Average number of common shares—diluted EPS
   611.9       618.8       645.7
Earnings per share—basic
   $ 2.83       $ 2.02       $ 2.90
Earnings per share—diluted
   $ 2.77       $ 1.97       $ 2.83

~~(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:

	Fiscal Year
In Millions, Except per Share Data		2020		2019		2018
Net earnings attributable to General Mills	$	2,181.2	$	1,752.7	$	2,131.0
Average number of common shares - basic EPS		608.1		600.4		576.8
Incremental share effect from: (a)
Stock options		2.7		3.1		6.9
Restricted stock units, performance share units, and other		2.5		1.9		2.0
Average number of common shares - diluted EPS		613.3		605.4		585.7
Earnings per share - basic	$	3.59	$	2.92	$	3.69
Earnings per share - diluted	$	3.56	$	2.90	$	3.64

(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:

   Fiscal Year
In Millions    2016    2015    2014
Anti-dilutive stock options, restricted stock units, and performance share units
   1.1       2.1       1.7

	Fiscal Year
In Millions	2020	2019	2018
Anti-dilutive stock options, restricted stock units, and performance share units	8.4	14.1	8.9

NOTE ~~13.~~14. RETIREMENT BENEFITS AND POSTEMPLOYMENT BENEFITS

Defined Benefit Pension Plans

We have defined benefit pension plans covering many employees in the United States, Canada, Switzerland, France, and the United Kingdom. Benefits for salaried employees are based on length of service and final average compensation. Benefits for hourly employees include various monthly amounts for each year of credited service. Our funding policy is consistent with the requirements of applicable laws. We made no voluntary contributions to our principal U.S. plans in fiscal ~~2016, 2015 and 2014.~~2020 or fiscal 2019. We do not expect to be required to make any contributions in fiscal ~~2017.~~2021. Our principal domestic retirement plan covering salaried employees has a provision that any excess pension assets would be allocated to active participants if the plan is terminated within five years of a change in control. All salaried employees hired on or after June 1, 2013, are eligible for a retirement program that does not include a defined benefit pension plan.

In fiscal 2018, we approved an amendment to reorganize the U.S. qualified defined benefit pension plans and the supplemental pension plans that resulted in the spinoff of a portion of the General Mills Pension Plan (the Plan) and the 2005 Supplemental Retirement Plan and the Supplemental Retirement Plan (Grandfathered) (together, the Supplemental Plans) into new plans effective May 31, 2018. The benefits offered to the plans’ participants were unchanged. The result of the reorganization was the creation of the General Mills Pension Plan I (Plan I) and the 2005 Supplemental Retirement Plan I and the Supplemental Retirement Plan I (Grandfathered) (together, the Supplemental Plans I). The reorganization was made to facilitate a targeted investment strategy over time and to provide additional flexibility in evaluating opportunities to reduce risk and volatility. Actuarial gains and losses associated with the Plan and the Supplemental Plans are amortized over the average remaining service life of the active participants. Actuarial gains and losses associated with the Plan I and the Supplemental Plans I are amortized over the average remaining life of the participants.

Other Postretirement Benefit Plans

We also sponsor plans that provide health care benefits to many of our retirees in the United States, Canada, and Brazil. The United States salaried health care benefit plan is contributory, with retiree contributions based on years of service. We make decisions to fund related trusts for certain employees and retirees on an annual basis. We made ~~$24.0 million in~~no voluntary contributions to these plans in fiscal ~~2016 and $24.0 million in voluntary~~2020 or fiscal 2019. We do not expect to be required to make any contributions ~~to these plans~~ in fiscal ~~2015.~~

2021.

Health Care Cost Trend Rates

Assumed health care cost trends are as follows:


	Fiscal Year				Fiscal Year
	2016		2015		2020		2019
Health care cost trend rate for next year		7.3% and 7.5%		6.5% and 7.3%	6.2% and 6.5%		6.4% and 6.7%
Rate to which the cost trend rate is assumed to decline (ultimate rate)		5.0%		5.0%	4.5	%	4.5	%
Year that the rate reaches the ultimate trend rate		2024		2025	2029		2029

~~A one percentage point change in the health care cost trend rate would have the following effects:~~

The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the Act) was signed into law in March 2010. The Act codifies health care reforms with staggered effective dates from 2010 to 2018. Estimates of the future impacts of several of the Act’s provisions are incorporated into our postretirement benefit liability.

Postemployment Benefit Plans

Under certain circumstances, we also provide accruable benefits, primarily severance, to former or inactive employees in the United States, Canada, and ~~Mexico, and members of our Board of Directors, including severance and certain other benefits payable upon death.~~Mexico. We recognize an obligation for any of these benefits that vest or accumulate with service. Postemployment benefits that do not vest or accumulate with service (such as severance based solely on annual pay rather than years of service) are charged to expense when incurred. Our postemployment benefit plans are unfunded.

~~We use our fiscal year end as the measurement date for our defined benefit pension and other postretirement benefit plans.~~

Summarized financial information about defined benefit pension, other postretirement benefit, and postemployment benefit plans is presented below:


	Defined Benefit Pension Plans						Other Postretirement Benefit Plans						Postemployment Benefit Plans							Defined Benefit Pension Plans				Other Postretirement Benefit Plans				Postemployment Benefit Plans
	Fiscal Year						Fiscal Year						Fiscal Year							Fiscal Year				Fiscal Year				Fiscal Year
In Millions	2016			2015			2016			2015			2016			2015				2020		2019		2020		2019		2020		2019
Change in Plan Assets:
Fair value at beginning of year	$	5,758.5		$	5,611.8		$	582.8		$	517.3								$	6,291.6	$	6,177.4	$	753.8	$	726.1
Actual return on assets		36.3			373.6			(0.1	)		44.0									983.7		391.9		65.0		41.3
Employer contributions		23.7			24.1			24.1			24.1									32.9		30.4		0.1		0.1
Plan participant contributions		5.7			10.3			14.1			13.6									6.7		3.9		13.8		15.0
Benefits payments		(277.5	)		(244.9	)		(18.5	)		(16.2)									(317.2)		(305.2)		(39.2)		(28.7)
Foreign currency		(6.8	)		(16.4	)		—			—									(4.5)		(6.8)		-		-

Fair value at end of year	$	5,539.9		$	5,758.5		$	602.4		$	582.8

Fair value at end of year (a)																			$	6,993.2	$	6,291.6	$	793.5	$	753.8
Change in Projected Benefit Obligation:
Benefit obligation at beginning of year	$	6,252.1		$	5,618.0		$	1,079.6		$	1,074.8		$	146.6		$	145.3		$	6,750.7	$	6,416.0	$	824.1	$	871.8	$	128.0	$	126.7
Service cost		134.6			137.0			19.0			22.4			7.6			7.5			92.7		94.6		9.4		9.9		8.3		7.6
Interest cost		267.8			249.2			44.1			46.9			3.9			4.3			230.5		248.0		27.1		33.1		2.6		3.0
Plan amendment		0.9			1.9			—			(42.4	)		1.1			—			1.2		-		-		-		-		1.7
Curtailment/other		7.1			19.9			0.5			3.4			10.7			9.5			(1.2)		(0.7)		-		-		-		-
Plan participant contributions		5.7			10.3			14.1			13.6			—			—			6.7		3.9		13.8		15.0		-		-
Medicare Part D reimbursements		—			—			3.5			3.2			—			—			-		-		2.7		2.5		-		-
Actuarial loss (gain)		65.2			479.7			(64.5	)		23.5			11.2			(0.4	)		881.8		301.8		(38.3)		(45.4)		17.7		2.6
Benefits payments		(278.0	)		(245.5	)		(66.4	)		(62.8	)		(16.9	)		(19.1	)		(317.7)		(305.8)		(63.5)		(62.2)		(6.2)		(13.2)
Foreign currency		(6.9	)		(18.4	)		(1.0	)		(3.0	)		(0.1	)		(0.5	)		(4.5)		(7.1)		(1.6)		(0.6)		(0.1)		(0.4)
Projected benefit obligation at end of year	$	6,448.5		$	6,252.1		$	1,028.9		$	1,079.6		$	164.1		$	146.6
Projected benefit obligation at end of year (a)																			$	7,640.2	$	6,750.7	$	773.7	$	824.1	$	150.3	$	128.0
Plan assets less than benefit obligation as of fiscal year end	$	(908.6	)	$	(493.6	)	$	(426.5	)	$	(496.8	)	$	(164.1	)	$	(146.6	)	$	(647.0)	$	(459.1)	$	19.8	$	(70.3)	$	(150.3)	$	(128.0)

(a) Plan assets and obligations are measured as of May 31, 2020 and May 31, 2019.																			(a) Plan assets and obligations are measured as of May 31, 2020 and May 31, 2019.

~~Assumed mortality rates of plan participants are a critical estimate in measuring~~

During fiscal 2020, the expected payments a participant will receive over their lifetime and the amount of expense we recognize. On October 27, 2014, the Society of Actuaries published RP-2014 Mortality Tables and Mortality Improvement Scale MP-2014, which both reflect improved longevity. We adopted the change to the mortality assumptions to remeasure ourincrease in defined benefit pension ~~plans~~benefit obligations was primarily driven by actuarial losses due to a decrease in the discount rate and an update in mortality rates. The decrease in other postretirement obligations was primarily driven by a decrease in expected future claims, partially offset by losses due to a decrease in the discount rate.

During fiscal 2019, the increase in defined benefit pension benefit obligations was primarily driven by actuarial losses due to a decrease in the discount rate. The decrease in other postretirement obligations was primarily driven by a decrease in expected future claims, partially offset by losses due to a decrease in the discount rate.

As of May 31, 2020, other postretirement benefit plans had benefit obligations ~~which increased the total~~ of ~~these~~$479.4 million that exceeded plan assets of $248.0 million. As of May 26, 2019, other postretirement benefit plans had benefit obligations ~~by $436.7~~of $498.4 million ~~in fiscal 2015.~~that exceeded plan assets of $233.7 million. Postemployment benefit plans are not funded and had benefit obligations of $150.3 million and $128.0 million as of May 31, 2020 and May 26, 2019, respectively.

The accumulated benefit obligation for all defined benefit pension plans was ~~$5,950.7 million as of May 29, 2016, and $5,750.4~~$7,285.2 million as of May 31, ~~2015.~~

2020, and $6,436.9 million as of May 26, 2019.

Amounts recognized in AOCI as of May ~~29, 2016~~31, 2020 and May ~~31, 2015,~~26, 2019, are as follows:


	Defined Benefit Pension Plans						Other Postretirement Benefit Plans						Postemployment Benefit Plans						Total						Defined Benefit Pension Plans				Other Postretirement Benefit Plans				Postemployment Benefit Plans				Total
	Fiscal Year						Fiscal Year						Fiscal Year						Fiscal Year						Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year
In Millions	2016			2015			2016			2015			2016			2015			2016			2015				2020		2019		2020		2019		2020		2019		2020		2019
Net actuarial loss	$	(1,886.0	)	$	(1,674.9	)	$	(57.6	)	$	(72.2	)	$	(14.6	)	$	(9.0	)	$	(1,958.2	)	$	(1,756.1	)
Net actuarial (loss) gain																									$	(2,136.6)	$	(1,961.6)	$	129.5	$	81.0	$	(15.4)	$	0.1	$	(2,022.5)	$	(1,880.5)
Prior service (costs) credits		(6.8	)		(13.8	)		19.9			23.8			(1.2	)		(2.9	)		11.9			7.1			(6.0)		(5.9)		21.0		26.3		(5.3)		(6.0)		9.7		14.4
Amounts recorded in accumulated other comprehensive loss	$	(1,892.8	)	$	(1,688.7	)	$	(37.7	)	$	(48.4	)	$	(15.8	)	$	(11.9	)	$	(1,946.3	)	$	(1,749.0	)	$	(2,142.6)	$	(1,967.5)	$	150.5	$	107.3	$	(20.7)	$	(5.9)	$	(2,012.8)	$	(1,866.1)

Plans with accumulated benefit obligations in excess of plan assets as of May 31, 2020 and May 26, 2019 are as follows:


	Defined Benefit Pension Plans				Other Postretirement Benefit Plans				Postemployment Benefit Plans					Defined Benefit Pension Plans
	Fiscal Year				Fiscal Year				Fiscal Year					Fiscal Year
In Millions	2016		2015		2016		2015		2016		2015			2020		2019
Projected benefit obligation	$	5,490.3	$	512.3	$	—	$	—	$	4.8	$	—	$	3,512.9	$	589.7
Accumulated benefit obligation		4,998.3		440.6		1,024.7		1,074.8		159.3		143.5		3,200.1		552.2
Plan assets at fair value		4,498.5		—		602.4		582.8		—		—		2,569.9		14.4

Components of net periodic benefit expense are as follows:


	Defined Benefit Pension Plans									Other Postretirement Benefit Plans									Postemployment Benefit Plans						Defined Benefit Pension Plans						Other Postretirement Benefit Plans						Postemployment Benefit Plans
	Fiscal Year									Fiscal Year									Fiscal Year						Fiscal Year							Fiscal Year						Fiscal Year
In Millions	2016			2015			2014			2016			2015			2014			2016		2015		2014			2020		2019		2018		2020		2019		2018		2020		2019		2018
Service cost	$	134.6		$	137.0		$	133.0		$	19.0		$	22.4		$	22.7		$	7.6	$	7.5	$	7.7	$	92.7	$	94.6	$	102.9	$	9.4	$	9.9	$	11.6	$	8.3	$	7.6	$	8.6
Interest cost		267.8			249.2			239.5			44.1			46.9			50.5			3.9		4.3		4.1		230.5		248.0		217.9		27.1		33.1		30.1		2.6		3.0		2.3
Expected return on plan assets		(496.9	)		(476.4	)		(455.6	)		(46.2	)		(40.2	)		(34.6	)		—		—		—		(449.9)		(445.8)		(480.2)		(42.1)		(40.4)		(52.2)		-		-		-
Amortization of losses		189.8			141.7			151.0			6.6			4.9			15.4			0.7		0.7		0.6
Amortization of losses (gains)																										106.0		109.8		177.0		(2.1)		0.6		0.8		0.4		0.1		0.8
Amortization of prior service costs (credits)		4.7			7.4			5.6			(5.4	)		(1.6	)		(3.4	)		2.5		2.4		2.4		1.6		1.5		1.9		(5.5)		(5.5)		(5.4)		0.9		0.7		0.6
Other adjustments		5.0			15.1			—			2.3			3.3			—			10.7		9.5		3.7		-		-		-		-		-		-		17.7		6.7		6.7
Settlement or curtailment losses		13.1			18.0			—			(1.0	)		1.3			(2.9	)		—		—		—		-		0.3		-		-		-		-		-		-		-
Net expense	$	118.1		$	92.0		$	73.5		$	19.4		$	37.0		$	47.7		$	25.4	$	24.4	$	18.5

Net (income) expense																									$	(19.1)	$	8.4	$	19.5	$	(13.2)	$	(2.3)	$	(15.1)	$	29.9	$	18.1	$	19.0

~~We expect to recognize the following amounts in net periodic benefit expense in fiscal 2017:~~

In Millions
Defined Benefit
Pension Plans

Other
Postretirement
Benefit Plans

Postemployment
Benefit Plans

Amortization of losses
   $190.3       $ 2.5    $1.8
Amortization of prior service costs (credits)
   2.5       (5.4 ) 0.6

Assumptions

~~Assumptions~~

Weighted-average assumptions used to determine fiscal year-end benefit obligations are as follows:


	Defined Benefit Pension Plans						Other Postretirement Benefit Plans						Postemployment Benefit Plans						Defined Benefit Pension Plans				Other Postretirement Benefit Plans				Postemployment Benefit Plans
	Fiscal Year						Fiscal Year						Fiscal Year						Fiscal Year				Fiscal Year				Fiscal Year
	2016			2015			2016			2015			2016			2015			2020		2019		2020		2019		2020		2019
Discount rate		4.19	%		4.38	%		3.97	%		4.20	%		2.94	%		3.55	%	3.20	%	3.91	%	3.02	%	3.79	%	1.85	%	3.10	%
Rate of salary increases		4.28			4.09			—			—			4.35			4.36		4.44		4.17		-		-		4.51		4.47

Weighted-average assumptions used to determine fiscal year net periodic benefit expense are as follows:


	Defined Benefit Pension Plans									Other Postretirement Benefit Plans									Postemployment Benefit Plans									Defined Benefit Pension Plans						Other Postretirement Benefit Plans						Postemployment Benefit Plans
	Fiscal Year									Fiscal Year									Fiscal Year									Fiscal Year						Fiscal Year						Fiscal Year
	2016			2015			2014			2016			2015			2014			2016			2015			2014			2020		2019		2018		2020		2019		2018		2020		2019		2018
Discount rate		4.38	%		4.54	%		4.54	%		4.20	%		4.51	%		4.52	%		3.55	%		3.82	%		3.70	%	3.91	%	4.20	%	4.08	%	3.79	%	4.17	%	3.92	%	3.10	%	3.60	%	2.87	%
Service cost effective rate																												4.19		4.34		4.37		4.04		4.27		4.27		3.51		3.99		3.54
Interest cost effective rate																												3.47		3.92		3.45		3.28		3.80		3.24		2.84		3.37		2.67
Rate of salary increases		4.31			4.44			4.44			—			—			—			4.36			4.44			4.44		4.17		4.27		4.25		-		-		-		4.47		4.44		4.46
Expected long-term rate of return on plan assets		8.53			8.53			8.53			8.14			8.13			8.11			—			—			—		6.95		7.25		7.88		5.67		5.67		7.59		-		-		-

Discount Rates

We estimate the service and interest cost components of the net periodic benefit expense for our United States and most of our international defined benefit pension, other postretirement benefit, and postemployment benefit plans utilizing a full yield curve approach by applying the specific spot rates along the yield curve used to determine the benefit obligation to the relevant projected cash flows. Our discount rate assumptions are determined annually as of ~~the last day of our fiscal year~~May 31 for our defined benefit pension, other postretirement benefit, and postemployment benefit plan obligations. We also use ~~the same~~ discount rates as of May 31 to determine defined benefit pension, other postretirement benefit, and postemployment benefit plan income and expense for the following fiscal year. We work with our outside actuaries to determine the timing and amount of expected future cash outflows to plan participants and, using the Aa Above Median corporate bond yield, to develop a forward interest rate curve, including a margin to that index based on our credit risk. This forward interest rate curve is applied to our expected future cash outflows to determine our discount rate assumptions.

Fair Value of Plan Assets

The fair values of our pension and postretirement benefit plans’ assets and their respective levels in the fair value hierarchy ~~at May 29, 2016 and May 31, 2015,~~ by asset category were as follows:

   May 29, 2016    May 31, 2015
In Millions    Level 1    Level 2    Level 3
Total
Assets
   Level 1    Level 2    Level 3
Total
Assets

Fair value measurement of pension plan
assets:

Equity (a)
   $ 1,543.7       $ 943.7       $ 458.0       $ 2,945.4       $ 1,634.4       $ 1,010.3       $ 542.9       $ 3,187.6
Fixed income (b)
   903.8       745.8       —       1,649.6       486.3       1,158.5       —       1,644.8
Real asset investments (c)
   193.6       160.8       395.0       749.4       124.3       116.7       498.1       739.1
Other investments (d)
   —       —       0.4       0.4       —       —       0.4       0.4
Cash and accruals
   195.1       —       —       195.1       186.6       —       —       186.6
Total fair value measurement of pension
plan assets
   $ 2,836.2       $ 1,850.3       $ 853.4       $ 5,539.9       $ 2,431.6       $ 2,285.5       $ 1,041.4       $ 5,758.5

Fair value measurement of postretirement benefit plan assets:
Equity (a)
   $ 128.9       $ 124.1       $ 23.4       $ 276.4       $ 134.0       $ 120.6       $ 23.7       $ 278.3
Fixed income (b)
   18.0       83.4       —       101.4       14.0       73.7       —       87.7
Real asset investments (c)
   —       30.6       13.8       44.4       0.2       25.7       16.6       42.5
Other investments (d)
   —       171.3       —       171.3       —       168.9       —       168.9
Cash and accruals
   8.9       —       —       8.9       5.4       —       —       5.4
Fair value measurement of postretirement benefit plan assets    $ 155.8       $ 409.4       $ 37.2       $ 602.4       $ 153.6       $ 388.9       $ 40.3       $ 582.8

~~(a)~~

	Fiscal Year 2020								Fiscal Year 2019
In Millions		Level 1		Level 2		Level 3		Total Assets		Level 1		Level 2		Level 3		Total Assets
Fair value measurement of pension plan assets:
Equity (a)	$	1,039.6	$	777.7	$	-	$	1,817.3	$	1,226.2	$	664.6	$	-	$	1,890.8
Fixed income (b)		1,833.3		1,667.4		-		3,500.7		1,635.5		1,144.9		-		2,780.4
Real asset investments (c)		223.4		0.1		-		223.5		179.4		59.9		-		239.3
Other investments (d)		-		-		0.2		0.2		-		-		0.3		0.3
Cash and accruals		180.3		-		-		180.3		186.5		-		-		186.5
Fair value measurement of pension plan assets	$	3,276.6	$	2,445.2	$	0.2	$	5,722.0	$	3,227.6	$	1,869.4	$	0.3	$	5,097.3
Assets measured at net asset value (e)								1,271.2								1,194.3
Total pension plan assets (f)							$	6,993.2							$	6,291.6

Fair value measurement of postretirement benefit plan assets:
Equity (a)	$	-	$	46.9	$	-	$	46.9	$	-	$	66.8	$	-	$	66.8
Fixed income (b)		157.5		268.4		-		425.9		139.7		241.4		-		381.1
Real asset investments (c)		0.1		-		-		0.1		0.3		-		-		0.3
Cash and accruals		16.7		-		-		16.7		11.1		-		-		11.1
Fair value measurement of postretirement benefit plan assets	$	174.3	$	315.3	$	-	$	489.6	$	151.1	$	308.2	$	-	$	459.3
Assets measured at net asset value (e)								303.9								294.5
Total postretirement benefit plan assets (f)							$	793.5							$	753.8

(a)Primarily publicly traded common stock for purposes of total return and to maintain equity exposure consistent with policy allocations. Investments include: United States and international equity securities, mutual funds, and equity futures valued at closing prices from national exchanges, and private equity partnerships for purposes of total return and to maintain equity exposure consistent with policy allocations. Investments include: United States and international equity securities, mutual funds, and equity futures valued at closing prices from national exchanges; and commingled funds, privately held securities, and private equity partnerships valued at unit values or net asset values provided by the investment managers, which are based on the fair value of the underlying investments. Various methods are used to determine fair values and may include the cost of the investment, most recent financing, and expected cash flows. For some of these investments, realization of the estimated fair value is dependent upon transactions between willing sellers and buyers.

~~(b)~~

Primarily government and corporate debt securities and futures for purposes of total return, managing fixed income exposure to policy allocations, and managing duration targets. Investments include: fixed income securities and bond futures generally valued at closing prices from national exchanges, fixed income pricing models, and independent financial analysts; and fixed income commingled funds valued at unit values provided by the investment managers, which are based on the fair value ~~of the underlying investments.~~

~~(c)~~

Publicly traded common stock and limited partnerships in the energy and real estate sectors for purposes of total return. Investments include: energy and real estate securities generally valued at closing prices from national exchanges; and commingled funds, private securities, and limited partnerships valued at unit values or net asset values provided by the investment managers, which are generally based on the fair value of the underlying investments.

~~(d)~~

Global balanced fund of equity, fixed income, and real estate securities for purposes of meeting Canadian pension plan asset allocation policies, and insurance and annuity contracts to provide a stable stream of income for retirees and to fund postretirement medical benefits. Fair values are derived from unit values provided by the investment managers, which are generally based on the fair value of the underlying investments and contract fair values from the providers.

~~The following table is a roll forward~~ of the ~~Level 3~~underlying investments.

(b) Primarily government and corporate debt securities and futures for purposes of total return, managing fixed income exposure to policy allocations, and duration targets. Investments include: fixed income securities and bond futures generally valued at closing prices from national exchanges, fixed income pricing models, and independent financial analysts; and fixed income commingled funds valued at unit values provided by the investment managers, which are based on the fair value of the underlying investments.

(c) Publicly traded common stocks in energy, real estate, and infrastructure for the purpose of total return. Investments include: energy, real estate, and infrastructure securities generally valued at closing prices from national exchanges, and commingled funds valued at unit values provided by the investment managers, which are based on the fair value of the underlying investments.

(d)Insurance and annuity contracts to provide a stable stream of income for pension retirees. Fair values are based on the fair value of the underlying investments and contract fair values established by the providers.

(e)Primarily private investments and common collective trusts that are measured at fair value using the net asset value per share (or its equivalent) practical expedient and have not been classified in the fair value hierarchy.

(f)Plan assets and obligations are measured as of ~~our pension and postretirement benefit plans’ assets during the years ended~~ May ~~29, 2016~~31, 2020 and May 31, ~~2015:~~2019.

   Fiscal 2016
In Millions    Balance as of
May 31, 2015    Net
Transfers
Out    Net Purchases,
Sales Issuances,
and Settlements
Net
Gain
(Loss)
Balance as of
May 29, 2016
Pension benefit plan assets:

Equity
   $   542.9       $  —       $  (92.6)       $ 7.7    $458.0
Real asset investments
   498.1       —       (72.8)       (30.3 ) 395.0
Other investments
   0.4       —       —       —    0.4
Fair value activity of level 3 pension plan assets
   $1,041.4       $  —       $(165.4)       $ (22.6 ) $853.4

Postretirement benefit plan assets:

Equity
   $     23.7       $  —       $    (1.2)       $ 0.9    $23.4
Real asset investments
   16.6       —       (1.8)       (1.0 ) 13.8
Fair value activity of level 3 postretirement benefit plan assets
   $     40.3       $  —       $    (3.0)       $ (0.1 ) $37.2

   Fiscal 2015
In Millions
Balance as of
May 25, 2014

Net
Transfers
Out
   Net Purchases,
Sales Issuances,
and Settlements
Net
Gain
(Loss)

Balance as of
May 31, 2015

Pension benefit plan assets:

Equity
   $   568.2       $  —       $(61.0)       $ 35.7       $   542.9
Real asset investments
   602.9       —       (18.2)       (86.6)       498.1
Other investments
   0.3       —       0.2       (0.1)       0.4
Fair value activity of level 3 pension plan assets
   $1,171.4       $  —       $(79.0)       $(51.0)       $1,041.4

Postretirement benefit plan assets:

Equity
   $     21.1       $  —       $   0.3       $   2.3       $     23.7
Real asset investments
   17.9       —       0.5       (1.8)       16.6
Fair value activity of level 3 postretirement benefit plan assets
   $     39.0       $  —       $   0.8       $   0.5       $     40.3

~~The net change~~

There were no material changes in our level 3 ~~assets attributable to unrealized losses at May 29, 2016, was $108.2 million for our pension plan assets~~investments in fiscal 2020 and ~~$3.2 million for our postretirement benefit plan assets.~~fiscal 2019.

Expected Rate of Return on Plan Assets

Weighted-average asset allocations ~~for the past two fiscal years~~ for our defined benefit pension and other postretirement benefit plans are as follows:


	Defined Benefit Pension Plans						Other Postretirement Benefit Plans
	Fiscal Year						Fiscal Year						Defined Benefit Pension Plans				Other Postretirement Benefit Plans
	2016			2015			2016			2015			Fiscal Year				Fiscal Year
													2020		2019		2020		2019
Asset category:
United States equities		30.5	%		28.9	%		37.2	%		38.7	%	19.7	%	20.3	%	18.1	%	19.1	%
International equities		19.0			18.4			23.4			24.1		11.0		12.5		9.8		11.2
Private equities		8.3			9.5			3.9			4.1		6.2		8.1		4.4		4.9
Fixed income		28.6			30.3			29.4			26.3		52.8		46.7		64.8		61.3
Real assets		13.6			12.9			6.1			6.8		10.3		12.4		2.9		3.5

Total		100.0	%		100.0	%		100.0	%		100.0	%	100.0	%	100.0	%	100.0	%	100.0	%

The investment objective for our defined benefit pension and other postretirement benefit plans is to secure the benefit obligations to participants at a reasonable cost to us. Our goal is to optimize the long-term return on plan assets at a moderate level of risk. The defined benefit pension plan and other postretirement benefit plan portfolios are broadly diversified across asset classes. Within asset classes, the portfolios are further diversified across investment styles and investment organizations. For the U.S. defined benefit pension plans, the long-term investment policy allocation is: 2517 percent to equities in the United States; 1511 percent to international equities; 109 percent to private equities; 3550 percent to fixed income; and 1513 percent to real assets (real estate, energy, and ~~timber)~~infrastructure). For other U.S. postretirement benefit plans, the long-term investment policy allocations are: 3018 percent to equities in the United States; 2010 percent to international equities; 104 percent to private equities; 3065 percent to fixed income; and 103 percent to real assets (real estate, energy, and timber). The actual allocations to these asset classes may vary tactically around the long-term policy allocations based on relative market valuations.

Contributions and Future Benefit Payments

We do not expect to be required to make contributions to our defined benefit pension, other postretirement benefit, and postemployment benefit plans in fiscal ~~2017.~~2021. Actual fiscal ~~2017~~2021 contributions could exceed our current projections, as influenced by our decision to undertake discretionary funding of our benefit trusts and future changes in regulatory requirements. Estimated benefit payments, which reflect expected future service, as appropriate, are expected to be paid from fiscal ~~2017~~2021 to ~~2026~~fiscal 2030 as follows:

In Millions
Defined
Benefit
Pension
Plans

Other
Postretirement
Benefit Plans
Gross Payments

Medicare
Subsidy
Receipts

Postemployment
Benefit
Plans

2017
   $ 277.7       $  61.3       $  4.8       $22.1
2018
   287.9       65.5       5.2       20.6
2019
   297.1       67.1       5.6       19.2
2020
   306.8       68.3       5.2       17.8
2021
   316.4       69.2       4.2       17.0
2022-2026
   1,731.5       355.2       23.2       75.6

In Millions		Defined Benefit Pension Plans		Other Postretirement Benefit Plans Gross Payments		Medicare Subsidy Receipts		Postemployment Benefit Plans
Fiscal 2021	$	325.4	$	43.5	$	3.4	$	24.5
Fiscal 2022		331.8		44.5		3.7		19.6
Fiscal 2023		338.6		45.6		3.5		18.1
Fiscal 2024		345.9		46.7		2.8		16.8
Fiscal 2025		354.5		48.0		2.9		15.6
Fiscal 2026-2030		1,899.7		247.0		14.4		63.6

Defined Contribution Plans

The General Mills Savings Plan is a defined contribution plan that covers domestic salaried, hourly, nonunion, and certain union employees. This plan is a 401(k) savings plan that includes a number of investment funds, including a Company stock fund and an Employee Stock Ownership Plan (ESOP). We sponsor another money purchase plan for

certain domestic hourly employees with net assets of ~~$21.0 million as of May 29, 2016, and $21.9~~$20.6 million as of May 31, ~~2015.~~2020, and $22.3 million as of May 26, 2019. We also sponsor defined contribution plans in many of our foreign locations. Our total recognized expense related to defined contribution plans was ~~$61.2~~$90.1 million in fiscal ~~2016, $44.0~~2020, $52.7 million in fiscal ~~2015,~~2019, and ~~$44.8~~$49.2 million in fiscal ~~2014.~~2018.

We match a percentage of employee contributions to the General Mills Savings Plan. The Company match is directed to investment options of the participant’s choosing. The number of shares of our common stock allocated to participants in the ESOP was ~~6.9 million as of May 29, 2016, and 7.5~~4.6 million as of May 31, ~~2015.~~2020, and 5.1 million as of May 26, 2019. The ESOP’s only assets are our common stock and temporary cash balances.

The Company stock fund and the ESOP collectively held ~~$711.5~~$464.8 million and ~~$655.6~~$410.1 million of Company common stock as of May ~~29, 2016~~31, 2020, and May ~~31, 2015,~~26, 2019, respectively.

NOTE ~~14.~~15. INCOME TAXES

The components of earnings before income taxes and after-tax earnings from joint ventures and the corresponding income taxes thereon are as follows:


	Fiscal Year										Fiscal Year
In Millions	2016			2015			2014				2020		2019		2018

Earnings before income taxes and after-tax earnings from joint ventures:
United States	$	1,941.4		$	1,338.6		$	2,181.4		$	2,402.1	$	1,788.2	$	1,884.0
Foreign		462.2			423.3			473.6			198.1		293.8		251.6

Total earnings before income taxes and after-tax earnings from joint ventures	$	2,403.6		$	1,761.9		$	2,655.0		$	2,600.2	$	2,082.0	$	2,135.6

Income taxes:
Currently payable:
Federal	$	489.8		$	392.7		$	526.7		$	381.0	$	151.9	$	441.2
State and local		30.8			29.3			37.8			55.3		35.3		35.2
Foreign		114.0			139.5			146.3			73.8		84.6		85.2

Total current		634.6			561.5			710.8			510.1		271.8		561.6

Deferred:
Federal		123.0			70.3			159.1			67.8		86.7		(478.5)
State and local		(6.9	)		(8.7	)		21.3			(56.6)		21.6		15.7
Foreign		4.5			(36.3	)		(7.9	)		(40.8)		(12.3)		(41.5)

Total deferred		120.6			25.3			172.5			(29.6)		96.0		(504.3)

Total income taxes	$	755.2		$	586.8		$	883.3		$	480.5	$	367.8	$	57.3

The following table reconciles the United States statutory income tax rate with our effective income tax rate:

   Fiscal Year
   2016 2015 2014

United States statutory rate
   35.0 % 35.0 % 35.0 %
State and local income taxes, net of federal tax benefits
   0.7    0.7    1.4
Foreign rate differences
   (2.2 ) (3.1 ) (0.1 )
Repatriation of foreign earnings
   —    4.5    —
Non-deductible goodwill
   2.6    —    —
Domestic manufacturing deduction
   (2.0 ) (2.9 ) (2.3 )
Other, net (a)
   (2.7 ) (0.9 ) (0.7 )
Effective income tax rate
   31.4 % 33.3 % 33.3 %

~~(a)~~

~~Fiscal 2016 includes a 0.6 percent tax benefit related to the divestiture of our business in Venezuela. See Note 3 for additional information.~~

	Fiscal Year
	2020		2019		2018
United States statutory rate	21.0	%	21.0	%	29.4	%
State and local income taxes, net of federal tax benefits	2.0		2.5		1.7
Foreign rate differences	(0.8)		-		(2.0)
Provisional net tax benefit	-		(0.4)		(24.5)
Stock based compensation	(1.1)		(1.2)		(1.2)
Subsidiary reorganization (a)	(2.0)		-		-
Capital loss (b)	-		(3.7)		-
Prior period tax adjustment	-		-		1.9
Domestic manufacturing deduction	-		-		(1.9)
Other, net	(0.6)		(0.5)		(0.7)
Effective income tax rate	18.5	%	17.7	%	2.7	%

(a)During fiscal 2020, we recorded a $53.1 million decrease to our deferred income tax liabilities associated with the reorganization of certain wholly owned subsidiaries.

(b)During fiscal 2019, we recorded a discrete benefit related to a capital loss carryback of $72.9 million.

The tax effects of temporary differences that give rise to deferred tax assets and liabilities are as follows:


In Millions	May 29, 2016		May 31, 2015			May 31, 2020		May 26, 2019

Accrued liabilities	$	89.9	$	98.0	$	61.8	$	50.9
Compensation and employee benefits		491.5		536.2		171.4		196.6
Unrealized hedges		—		0.8
Pension		322.0		169.0		148.2		103.2
Tax credit carryforwards		4.5		5.6		12.5		7.3
Stock, partnership, and miscellaneous investments		353.6		384.1		80.2		104.2
Capital losses		14.5		6.1		65.9		73.1
Net operating losses		97.9		89.3		146.6		141.7
Other		84.1		74.5		87.0		71.3

Gross deferred tax assets		1,458.0		1,363.6		773.6		748.3
Valuation allowance		227.0		215.4		214.2		213.7

Net deferred tax assets		1,231.0		1,148.2		559.4		534.6

Brands		1,311.7		1,346.3		1,415.0		1,472.6
Fixed assets		476.3		446.5		378.3		377.8
Intangible assets		221.8		208.4		246.8		259.7
Tax lease transactions		48.0		50.8		21.5		23.9
Inventories		53.0		59.7		33.0		39.0
Stock, partnership, and miscellaneous investments		476.0		472.5		338.1		330.0
Unrealized hedges		22.6		—		22.4		27.9
Other		21.2		14.2		51.4		34.7

Gross deferred tax liabilities		2,630.6		2,598.4		2,506.5		2,565.6

Net deferred tax liability	$	1,399.6	$	1,450.2	$	1,947.1	$	2,031.0

We have established a valuation allowance against certain of the categories of deferred tax assets described above as current evidence does not suggest we will realize sufficient taxable income of the appropriate character (e.g., ordinary income versus capital gain income) within the carryforward period to allow us to realize these deferred tax benefits.

~~Of the total~~

Information about our valuation allowance of $227.0 million, the majority relates to a deferred tax asset for losses recorded as part of the Pillsbury acquisition in the amount of $167.9 million, $44.1 million relates to various state and foreign loss carryforwards, and $13.0 million relates to various foreign capital loss carryforwards. follows:

In Millions		May 31, 2020
Pillsbury acquisition losses	$	108.3
State and foreign loss carryforwards		28.2
Capital loss carryforwards		65.8
Other		11.9
Total	$	214.2

As of May ~~29, 2016,~~31, 2020, we believe it is more-likely-than-not that the remainder of our deferred tax assets are realizable.

~~We have $113.1 million of~~Information about our tax loss ~~carryforwards. Of this amount, $100.5 million is~~carryforwards follows:

In Millions		May 31, 2020
Foreign loss carryforwards	$	143.5
State operating loss carryforwards		12.1
Total tax loss carryforwards	$	155.6

Our foreign loss ~~carryforwards.~~carryforwards expire as follows:

In Millions		May 31, 2020
Expire in fiscal 2021 and 2022	$	3.7
Expire in fiscal 2023 and beyond		20.8
Do not expire		119.0
Total foreign loss carryforwards	$	143.5

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law. The ~~carryforward periods are as follows: $72.6 million~~CARES Act and related notices include several significant provisions, including delaying certain payroll tax payments and estimated income tax payments that we expect to defer to future periods. We expect the deferral of certain payroll tax payments to continue into fiscal 2021. We do not ~~expire; $4.7~~currently expect the CARES Act to have a material impact on our financial results, including on our annual estimated effective tax rate or on our liquidity. We will continue to monitor and assess the impact the CARES Act and similar legislation in other countries may have on our business and financial results.

On December 22, 2017, the TCJA was signed into law. The TCJA resulted in significant revisions to the U.S. corporate income tax system, including a reduction in the U.S. corporate income tax rate, implementation of a territorial system, and a one-time deemed repatriation tax on untaxed foreign earnings. As a result of the TCJA, we recorded a provisional benefit of $523.5 million ~~expire~~during fiscal 2018. During fiscal 2019, we completed our accounting for the tax effects of the TCJA and recorded a benefit of $7.2 million which included adjustments to the transition tax and the measurement of our net U.S. deferred tax liability. While our accounting for the recorded impact of the TCJA is deemed to be complete, these amounts were based on prevailing regulations and currently available information, and any additional guidance issued by the Internal Revenue Service (IRS) could impact the aforementioned amounts in ~~fiscal 2017 and 2018; and $23.2 million expire in~~future periods.

The legislation also included provisions that affected our fiscal 2019 and ~~beyond. The remaining $12.6 million are state operating loss carryforwards,~~forward results, including but not limited to: a reduction in the ~~majority~~U.S. corporate tax rate on domestic operations; the creation of ~~which expire after fiscal 2024.~~a new minimum tax called the base erosion anti-abuse tax; a new provision that taxes U.S. allocated expenses as well as currently taxes certain income from foreign operations (Global Intangible Low Tax Income or GILTI); a new limitation on deductible interest expense; the repeal of the domestic manufacturing deduction; and limitations on the deductibility of certain executive compensation.

As of May 31, 2020, we have not recognized a deferred tax liability for unremitted earnings of approximately ~~$2.0~~$2.3 billion from our foreign operations because we currently believe our subsidiaries have invested ~~or will invest~~ the undistributed earnings indefinitely or the earnings will be remitted in a tax-neutral transaction. It is not practicable for us to determine the amount of unrecognized ~~deferred~~ tax ~~liabilities~~expense on these ~~indefinitely~~ reinvested earnings. Deferred taxes are recorded for earnings of our foreign operations when we determine that such earnings are no longer indefinitely reinvested. InAs a result of the TCJA, we re-evaluated our assertion and have concluded that although earnings prior to fiscal ~~2015,~~2018 will remain permanently reinvested, we ~~approved~~will no longer make a ~~one-time repatriation~~permanent reinvestment assertion beginning with our fiscal 2018 earnings. As part of ~~$606.1 million of historical foreign earnings to reduce~~ the ~~economic cost of funding restructuring initiatives and~~accounting for the ~~acquisition of Annie’s. We~~TCJA, we recorded ~~a discrete tax charge of $78.6 million in fiscal 2015~~local country withholding taxes related to ~~this action. We have previously asserted that our historical foreign~~certain entities from which we began repatriating undistributed earnings ~~are permanently reinvested~~ and will ~~only be repatriated in a tax-neutral manner, and this one-time repatriation does not change this on-going assertion.~~continue to record local country withholding taxes on all future earnings.

We are subject to federal income taxes in the United States as well as various state, local, and foreign jurisdictions. A number of years may elapse before an uncertain tax position is audited and finally resolved. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, we believe that our liabilities for income taxes reflect the most likely outcome. We adjust these liabilities, as well as the related interest, in light of changing facts and circumstances. Settlement of any particular position would usually require the use of cash.

The number of years with open tax audits varies depending on the tax jurisdiction. Our major taxing ~~jurisdictions include~~jurisdiction is the United States (federal and state) ~~and Canada.~~. Various tax examinations by United States state taxing authorities could be conducted for any open tax year, which vary by jurisdiction, but are generally from 3 to 5 years.

~~The Internal Revenue Service (IRS) is currently auditing our federal tax returns for fiscal 2013 and 2014.~~

Several state and foreign examinations are currently in progress. We do not expect these examinations to result in a material impact on our results of operations or financial position.

During fiscal 2014, the IRS concluded its field examination of our federal tax returns for fiscal 2011 and 2012. The audit closure and related adjustments did not have a material impact on our results of operations or financial position. As of May 29, 2016, we We have effectively settled all issues with the IRS for fiscal years 2015 and prior.

During fiscal 2017, the Brazilian tax authority, Secretaria da Receita Federal do Brasil (RFB), concluded audits of our 2012 and ~~prior.~~2013 tax return years. These audits included a review of our determinations of amortization of certain goodwill arising from the acquisition of Yoki Alimentos S.A. The RFB has proposed adjustments that effectively eliminate the goodwill amortization benefits related to this transaction. During fiscal 2020, we received proposed adjustments related to the goodwill amortization benefits for our 2014 and 2015 tax return years. We believe we have meritorious defenses and intend to contest the disallowance.

We apply a more-likely-than-not threshold to the recognition and derecognition of uncertain tax positions. Accordingly, we recognize the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement. Future changes in judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the period of such change.

The following table sets forth changes in our total gross unrecognized tax benefit liabilities, excluding accrued interest, for fiscal ~~2016~~2020 and fiscal ~~2015.~~2019. Approximately ~~$79~~$79.3 million of this total in fiscal ~~2016~~2020 represents the amount that, if recognized, would affect our effective income tax rate in future periods. This amount differs from the gross unrecognized tax benefits presented in the table because certain of the liabilities below would impact deferred taxes if recognized. We also would record a decrease in U.S. federal income taxes upon recognition of the state tax benefits included therein.


	Fiscal Year						Fiscal Year
In Millions	2016			2015				2020		2019

Balance, beginning of year	$	161.1		$	150.9		$	139.1	$	196.3
Tax positions related to current year:
Additions		31.6			34.8			18.7		19.5
Reductions								-		(0.1)
Tax positions related to prior years:
Additions		23.9			17.4			2.3		3.8
Reductions		(25.7	)		(21.8	)		(6.0)		(13.2)
Settlements		(4.0	)		(12.0	)		(2.9)		(41.0)
Lapses in statutes of limitations		(10.4	)		(8.2	)		(3.3)		(26.2)
Balance, end of year	$	176.5		$	161.1		$	147.9	$	139.1

As of May ~~29, 2016,~~31, 2020, we expect to pay approximately ~~$14.7~~$0.1 million of unrecognized tax benefit liabilities and accrued interest within the next 12 months. We are not able to reasonably estimate the timing of future cash flows beyond 12 months due to uncertainties in the timing of tax audit outcomes. The remaining amount of our unrecognized tax liability was classified in other liabilities.

We report accrued interest and penalties related to unrecognized tax benefit liabilities in income tax expense. For fiscal ~~2016,~~2020, we recognized ~~a net benefit of $2.7~~$3.2 million of tax-related net interest and penalties, and had ~~$32.1 million of accrued interest and penalties as of May 29, 2016. For fiscal 2015, we recognized a net benefit of $0.2 million of tax-related net interest and penalties, and had $35.2~~$27.9 million of accrued interest and penalties as of May 31, ~~2015.~~2020. For fiscal 2019, we recognized $0.5 million of tax-related net interest and penalties, and had $26.0 million of accrued interest and penalties as of May 26, 2019.

NOTE ~~15. LEASES, OTHER~~16. COMMITMENTS AND CONTINGENCIES

The Company’s leases are generally for warehouse space and equipment. Rent expense under all operating leases from continuing operations was $189.1 million, $193.5 million, and $189.0 million in fiscal 2016, 2015, and 2014, respectively.

Some operating leases require payment of property taxes, insurance, and maintenance costs in addition to the rent payments. Contingent and escalation rent in excess of minimum rent payments and sublease income netted in rent expense were insignificant.

~~Noncancelable future lease commitments are:~~

In Millions


Operating
Leases




Capital
Leases


2017
   $107.9       $0.9
2018
   83.5       0.7
2019
   67.2       0.6
2020
   49.6       0.3
2021
   39.6       0.1
After 2021
   49.8       0.1

Total noncancelable future lease commitments
   $397.6       $2.7


Less: interest
      (0.2 )

Present value of obligations under capital leases
      $2.5

These future lease commitments will be partially offset by estimated future sublease receipts of approximately $1 million. Depreciation on capital leases is recorded as depreciation expense in our results of operations.

As of May ~~29, 2016,~~31, 2020, we have issued guarantees and comfort letters of ~~$383.2 million for the debt and other obligations of consolidated subsidiaries, and guarantees and comfort letters of $239.1~~$129.8 million for the debt and other obligations of non-consolidated affiliates, mainly CPW. ~~In addition, off-balance~~Off-balance sheet arrangements ~~are generally limited to the future payments under non-cancelable operating leases, which totaled $397.6 million~~were not material as of May ~~29, 2016.~~31, 2020.

During the second quarter of 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 May 31, 2020, we are unable to estimate any possible loss and have not recorded a loss contingency for this matter.

NOTE ~~16.~~17. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

We operate in the ~~consumer~~packaged foods industry. ~~We have three~~Our operating segments ~~by type of customer and geographic region~~are as follows: ~~U.S. Retail, 60.4 percent of our fiscal 2016 consolidated net sales; International, 28.0 percent of our fiscal 2016 consolidated net sales; and~~North America Retail; Convenience Stores & Foodservice; Europe & Australia; Asia & Latin America; and ~~Foodservice, 11.6 percent of our fiscal 2016 consolidated net sales.~~Pet.

In fiscal 2015, we changed how we assess operating segment performance to exclude the asset and liability remeasurement impact from hyperinflationary economies. This impact is now included in unallocated corporate items. All periods presented have been changed to conform to this presentation.

~~In fiscal 2015, we realigned certain operating units within our U.S.~~Our North America Retail operating segment. We also changed the name of our Yoplait operating unit to Yogurt and our Big G operating unit to Cereal. Frozen Foods transitioned into Meals and Baking Products. Small Planet Foods transitioned into Snacks, Cereal, and Meals. The Yogurt operating unit was unchanged. We revised the amounts previously reported in the net sales and net sales percentage change by operating unit within our U.S. Retail segment to conform to the new operating unit structure. These realignments had no effect on previously reported consolidated net sales, operating segments’ net sales, operating profit, segment operating profit, net earnings attributable to General Mills, or EPS. In addition, results from the acquired Annie’s business are included in the Meals and Snacks operating units.

Our chief operating decision maker continues to assess performance and make decisions about resources to be allocated to our segments at the U.S. Retail, International, and Convenience Stores and Foodservice operating segment level.

refrigerated yogurt.

Our ~~International~~Europe & Australia operating segment reflects retail and foodservice businesses in the greater Europe and Australia regions. Our product categories include refrigerated yogurt, meal kits, snack bars, super-premium ice cream, refrigerated and frozen dough products, shelf stable vegetables, and dessert and baking mixes. Revenues from franchise fees are reported in the region or country where the franchisee is located.

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, convenience stores, vending, and supermarket bakeries in the United States.

Our Asia & Latin America operating segment consists of retail and foodservice businesses ~~outside of~~in the ~~United States.~~greater Asia and South America regions. Our product categories include ~~ready-to-eat cereals, shelf stable~~super-premium ice cream and frozen ~~vegetables,~~desserts, meal kits, dessert and baking mixes, snack bars, salty snacks, refrigerated and frozen dough products, ~~dessert~~ and ~~baking mixes, frozen pizza snacks, refrigerated yogurt, grain and fruit snacks, and super-premium ice cream and frozen desserts.~~wellness beverages. We also sell super-premium ice cream and frozen desserts directly to consumers through owned retail shops. Our ~~International~~Asia & Latin America 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 and franchise fees are reported in the region or country where the end customer or franchisee is located.

Operating profit for these segments excludes unallocated corporate items, gain or loss on divestitures, and restructuring, impairment, and other exit costs. Unallocated corporate items include corporate overhead expenses, variances to planned ~~domestic~~North American employee benefits and incentives, contributions to the General Mills Foundation, asset and liability remeasurement impact of hyperinflationary economies, restructuring initiative project-related costs, 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:


	Fiscal Year								Fiscal Year
In Millions	2016			2015		2014				2020		2019		2018
Net sales:
U.S. Retail	$	10,007.1		$	10,507.0	$	10,604.9
International		4,632.2			5,128.2		5,385.9
Convenience Stores and Foodservice		1,923.8			1,995.1		1,918.8
North America Retail									$	10,750.5	$	9,925.2	$	10,115.4
Europe & Australia										1,838.9		1,886.7		1,984.6
Convenience Stores & Foodservice										1,816.4		1,969.1		1,930.2
Pet										1,694.6		1,430.9		-
Asia & Latin America										1,526.2		1,653.3		1,710.2
Total	$	16,563.1		$	17,630.3	$	17,909.6		$	17,626.6	$	16,865.2	$	15,740.4
Operating profit:
U.S. Retail	$	2,179.0		$	2,159.3	$	2,311.5
International		441.6			522.6		535.1
Convenience Stores and Foodservice		378.9			353.1		307.3
North America Retail									$	2,627.0	$	2,277.2	$	2,217.4
Europe & Australia										113.8		123.3		142.1
Convenience Stores & Foodservice										337.2		419.5		392.6
Pet										390.7		268.4		-
Asia & Latin America										18.7		72.4		39.6
Total segment operating profit		2,999.5			3,035.0		3,153.9		$	3,487.4	$	3,160.8	$	2,791.7
Unallocated corporate items		288.9			413.8		258.4			509.1		339.8		206.2
Divestitures (gain)		(148.2	)		—		(65.5	)
Divestitures loss										-		30.0		-
Restructuring, impairment, and other exit costs		151.4			543.9		3.6			24.4		275.1		165.6
Operating profit	$	2,707.4		$	2,077.3	$	2,957.4		$	2,953.9	$	2,515.9	$	2,419.9

Net sales for our North America Retail operating units were as follows:

		Fiscal Year
In Millions		2020		2019		2018
U.S. Meals & Baking	$	4,408.5	$	3,839.8	$	3,865.7
U.S. Cereal		2,434.1		2,255.4		2,251.8
U.S. Snacks		2,091.9		2,060.9		2,140.5
U.S. Yogurt and other		919.0		906.7		927.4
Canada		897.0		862.4		930.0
Total	$	10,750.5	$	9,925.2	$	10,115.4

Net sales by class of similar products were as follows:


	Fiscal Year						Fiscal Year
In Millions	2016		2015		2014			2020		2019		2018

Snacks	$	3,297.2	$	3,392.0	$	3,232.5	$	3,529.7	$	3,487.4	$	3,549.3
Cereal								2,874.1		2,672.8		2,679.8
Convenient meals		2,779.0		2,810.3		2,844.2		2,814.3		2,538.6		2,572.7
Yogurt		2,760.9		2,938.3		2,964.7		2,056.6		2,113.1		2,235.0
Cereal		2,731.5		2,771.3		2,860.1
Dough		1,820.0		1,877.0		1,890.2		1,801.1		1,661.9		1,653.4
Pet								1,694.6		1,430.9		-
Baking mixes and ingredients		1,704.3		1,867.7		1,996.4		1,674.2		1,663.7		1,709.7
Super-premium ice cream		731.2		769.5		756.6		718.1		812.7		803.2
Vegetables		532.3		937.3		1,014.7
Other		206.7		266.9		350.2
Vegetables and other								463.9		484.1		537.3
Total	$	16,563.1	$	17,630.3	$	17,909.6	$	17,626.6	$	16,865.2	$	15,740.4

During the first quarter of fiscal 2020, we made certain changes in the classification of products and updated fiscal 2019 and fiscal 2018 net sales figures to match the current-year presentation.

The following ~~table provides~~tables provide financial information by geographic area:


	Fiscal Year						Fiscal Year
In Millions	2016		2015		2014			2020		2019		2018
Net sales:
United States	$	11,930.9	$	12,501.8	$	12,523.0	$	13,364.5	$	12,462.8	$	11,115.6
Non-United States		4,632.2		5,128.5		5,386.6		4,262.1		4,402.4		4,624.8
Total	$	16,563.1	$	17,630.3	$	17,909.6	$	17,626.6	$	16,865.2	$	15,740.4


In Millions	May 29, 2016		May 31, 2015			May 31, 2020		May 26, 2019
Cash and cash equivalents:
United States	$	118.5	$	22.9	$	1,112.0	$	51.0
Non-United States		645.2		311.3		565.8		399.0
Total	$	763.7	$	334.2	$	1,677.8	$	450.0


In Millions	May 29, 2016		May 31, 2015			May 31, 2020		May 26, 2019
Land, buildings, and equipment:
United States	$	2,755.1	$	2,727.5	$	2,761.6	$	2,872.8
Non-United States		988.5		1,055.8		819.0		914.4
Total	$	3,743.6	$	3,783.3	$	3,580.6	$	3,787.2

NOTE ~~17.~~18. SUPPLEMENTAL INFORMATION

The components of certain Consolidated Balance Sheet accounts are as follows:


In Millions	May 29, 2016			May 31, 2015				May 31, 2020		May 26, 2019
Receivables:
Customers	$	1,390.4		$	1,412.0		$	1,648.3	$	1,708.5
Less allowance for doubtful accounts		(29.6	)		(25.3	)		(33.2)		(28.8)
Total	$	1,360.8		$	1,386.7		$	1,615.1	$	1,679.7

In Millions		May 31, 2020		May 26, 2019
Inventories:
Finished goods	$	1,142.6	$	1,245.9
Raw materials and packaging		392.2		434.9
Grain		93.6		92.0
Excess of FIFO over LIFO cost (a)		(202.1)		(213.5)
Total	$	1,426.3	$	1,559.3

(a) Inventories of $892.6 million as of May 31, 2020, and $974.8 million as of May 26, 2019, were valued at LIFO. The difference between replacement cost and the stated LIFO inventory value is not materially different from the reserve for the LIFO valuation method.

In Millions    May 29,
2016    May 31,
2015
Inventories:

Raw materials and packaging
   $ 397.3       $ 390.8
Finished goods
   1,163.1       1,268.6
Grain
   72.6       95.7
Excess of FIFO over LIFO cost (a)
   (219.3 )    (214.2 )
Total
   $ 1,413.7       $ 1,540.9

~~(a)~~ Inventories of $841.0 million as of May 29, 2016, and $867.5 million as of May 31, 2015, were valued at LIFO. During fiscal 2015, LIFO inventory layers were reduced. Results of operations were not materially affected by these liquidations of LIFO inventory. The difference between replacement cost and the stated LIFO inventory value is not materially different from the reserve for the LIFO valuation method.

In Millions		May 31, 2020		May 26, 2019
Prepaid expenses and other current assets:
Prepaid expenses	$	194.5	$	189.0
Other receivables		85.2		250.2
Derivative receivables		70.6		42.2
Grain contracts		5.0		6.7
Miscellaneous		46.8		9.4
Total	$	402.1	$	497.5

In Millions    May 29,
2016    May 31,
2015
Prepaid expenses and other current assets:

Other receivables
   $ 159.3       $ 148.8
Prepaid expenses
   177.9       169.3
Derivative receivables, primarily commodity-related
   44.6       80.9
Grain contracts
   1.8       3.3
Miscellaneous
   15.4       21.5
Total
   $ 399.0       $ 423.8

In Millions    May 29,
2016    May 31,
2015
Land, buildings, and equipment:

Land
   $ 92.9       $ 96.0
Buildings
   2,236.0       2,272.7
Buildings under capital lease
   0.3       0.3
Equipment
   5,945.6       6,091.1
Equipment under capital lease
   3.0       9.8
Capitalized software
   523.0       499.0
Construction in progress
   702.7       622.2
Total land, buildings, and equipment
   9,503.5       9,591.1
Less accumulated depreciation
   (5,759.9 )    (5,807.8 )
Total
   $ 3,743.6       $ 3,783.3

In Millions    May 29,
2016    May 31,
2015
Other assets:

Investments in and advances to joint ventures
   $ 518.9       $ 530.6
Pension assets
   90.9       138.2
Exchangeable note with related party
   12.7       30.7
Life insurance
   26.3       26.6
Miscellaneous
   102.9       85.1
Total
   $ 751.7       $ 811.2

In Millions		May 31, 2020		May 26, 2019
Land, buildings, and equipment:
Equipment	$	6,428.0	$	6,548.3
Buildings		2,412.6		2,477.2
Capitalized software		668.5		631.6
Construction in progress		373.5		343.8
Land		66.1		73.6
Equipment under finance lease		5.8		5.7
Buildings under finance lease		0.3		0.3
Total land, buildings, and equipment		9,954.8		10,080.5
Less accumulated depreciation		(6,374.2)		(6,293.3)
Total	$	3,580.6	$	3,787.2

In Millions		May 31, 2020		May 26, 2019
Other assets:
Investments in and advances to joint ventures	$	566.7	$	452.9
Right of use operating lease assets		365.2		-
Pension assets		21.2		323.5
Life insurance		19.5		22.7
Miscellaneous		113.2		175.8
Total	$	1,085.8	$	974.9

In Millions		May 31, 2020		May 26, 2019
Other current liabilities:
Accrued trade and consumer promotions	$	550.4	$	484.4
Accrued payroll		430.4		345.5
Current portion of operating lease liabilities		102.0		-
Accrued interest, including interest rate swaps		92.8		92.6
Accrued taxes		80.3		37.5
Derivative payable, primarily commodity-related		39.2		13.2
Dividends payable		20.7		19.2
Restructuring and other exit costs reserve		17.8		36.5
Grain contracts		1.2		2.3
Miscellaneous		298.5		336.6
Total	$	1,633.3	$	1,367.8

In Millions		May 31, 2020		May 26, 2019
Other noncurrent liabilities:
Accrued compensation and benefits, including obligations for underfunded other postretirement benefit and postemployment benefit plans	$	958.7	$	1,153.3
Noncurrent portion of operating lease liabilities		277.0		-
Accrued taxes		238.6		227.1
Miscellaneous		70.7		68.5
Total	$	1,545.0	$	1,448.9

In Millions    May 29,
2016    May 31,
2015
Other current liabilities:

Accrued trade and consumer promotions
   $ 563.7       $ 564.7
Accrued payroll
   386.4       361.8
Dividends payable
   23.8       27.9
Accrued taxes
   110.5       20.7
Accrued interest, including interest rate swaps
   90.4       91.8
Grain contracts
   5.5       7.8
Restructuring and other exit costs reserve
   76.6       120.8
Derivative payable
   35.6       122.9
Miscellaneous
   302.5       271.5
Total
   $ 1,595.0       $ 1,589.9

In Millions    May 29,
2016    May 31,
2015
Other noncurrent liabilities:

Accrued compensation and benefits, including obligations for underfunded other postretirement benefit and postemployment benefit plans
   $ 1,755.0       $ 1,451.4
Accrued taxes
   204.0       202.5
Miscellaneous
   128.6       90.9
Total
   $ 2,087.6       $ 1,744.8

Certain Consolidated Statements of Earnings amounts are as follows:


	Fiscal Year							Fiscal Year
In Millions	2016		2015		2014			2020		2019		2018
Depreciation and amortization	$	608.1	$	588.3	$	585.4	$	594.7	$	620.1	$	618.8
Research and development expense		222.1		229.4		243.6		224.4		221.9		219.1
Advertising and media expense (including production and communication costs)		754.4		823.1		869.5		691.8		601.6		575.9

The components of interest, net are as follows:


	Fiscal Year										Fiscal Year
Expense (Income), in Millions	2016			2015			2014				2020		2019		2018
Interest expense	$	319.6		$	335.5		$	323.4		$	475.1	$	530.2	$	389.5
Capitalized interest		(7.7	)		(6.9	)		(4.9	)		(2.6)		(2.8)		(4.1)
Interest income		(8.1	)		(13.2	)		(16.1	)		(6.0)		(5.6)		(11.7)
Interest, net	$	303.8		$	315.4		$	302.4		$	466.5	$	521.8	$	373.7

Certain Consolidated Statements of Cash Flows amounts are as follows:


	Fiscal Year						Fiscal Year
In Millions	2016		2015		2014			2020		2019		2018
Cash interest payments	$	292.0	$	305.3	$	288.3	$	418.5	$	500.1	$	269.5
Cash paid for income taxes		533.8		562.6		757.2		403.3		440.8		489.4

NOTE ~~18.~~19. QUARTERLY DATA (UNAUDITED)

Summarized quarterly data for fiscal ~~2016~~2020 and fiscal ~~2015~~2019 follows:

In Millions, Except Per
    Share Amounts
   First Quarter    Second Quarter    Third Quarter    Fourth Quarter
   Fiscal Year    Fiscal Year    Fiscal Year    Fiscal Year
   2016    2015    2016    2015    2016    2015    2016    2015
Net sales
   $ 4,207.9       $ 4,268.4       $ 4,424.9       $ 4,712.2       $ 4,002.4       $ 4,350.9       $ 3,927.9       $ 4,298.8
Gross margin
   1,554.6       1,438.7       1,540.6       1,619.1       1,357.5       1,375.9       1,376.8       1,515.5
Net earnings attributable
to General Mills
   426.6       345.2       529.5       346.1       361.7       343.2       379.6       186.8
EPS:

Basic
   $ 0.71       $ 0.56       $ 0.88       $ 0.58       $ 0.61       $ 0.57       $ 0.63       $ 0.31
Diluted
   $ 0.69       $ 0.55       $ 0.87       $ 0.56       $ 0.59       $ 0.56       $ 0.62       $ 0.30
Dividends per share
   $ 0.44       $ 0.41       $ 0.44       $ 0.41       $ 0.44       $ 0.41       $ 0.46       $ 0.44
Market price of common stock:

High
   $ 59.55       $ 55.56       $ 59.23       $ 53.82       $ 60.14       $ 55.11       $ 65.36       $ 57.14
Low
   $ 54.36       $ 50.15       $ 55.41       $ 48.86       $ 54.12       $ 51.13       $ 58.85       $ 51.70

		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
		Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year
In Millions, Except Per Share Amounts		2020		2019		2020		2019		2020		2019		2020		2019
Net sales	$	4,002.5	$	4,094.0	$	4,420.8	$	4,411.2	$	4,180.3	$	4,198.3	$	5,023.0	$	4,161.7
Gross margin		1,389.5		1,342.8		1,569.1		1,509.7		1,403.2		1,443.0		1,768.1		1,461.3
Net earnings attributable to General Mills		520.6		392.3		580.8		343.4		454.1		446.8		625.7		570.2
EPS:
Basic	$	0.86	$	0.66	$	0.96	$	0.57	$	0.75	$	0.74	$	1.03	$	0.95
Diluted	$	0.85	$	0.65	$	0.95	$	0.57	$	0.74	$	0.74	$	1.02	$	0.94

During the fourth quarter of fiscal ~~2016,~~2020, we ~~sold~~changed the reporting period of our ~~General Mills de Venezuela CA subsidiary~~Pet segment from an April fiscal year end to a ~~third party and exited~~May fiscal year end to match our ~~business~~fiscal calendar. Accordingly, our fiscal 2020 fourth quarter results include 4 months of Pet segment results compared to 3 months in Venezuela. As a result of this transaction, we recorded a pre-tax loss of $37.6 million. In addition, we sold our General Mills Argentina S.A. foodservice business in Argentina to a third party and recorded a pre-tax loss of $14.8 million.

~~The effective tax rate for~~ the fourth quarter of fiscal ~~2016 was 19.2 percent, primarily driven by tax credits~~2019. The fourth quarter of fiscal 2020 also included an additional week of results across all other segments. In the fourth quarter of fiscal 2020, we recorded $19.3 million of expense due to a product recall related to our international Green Giant business and ~~the impact~~$11.5 million of ~~the divestiture of our business in Venezuela.~~restructuring charges.

During the fourth quarter of fiscal ~~2015,~~2019, we ~~made a strategic decision to redirect certain resources supporting~~sold our ~~Green Giant~~yogurt business in ~~our U.S. Retail segment to other businesses within~~China and simultaneously entered into a new Yoplait license agreement with the ~~segment. Therefore,~~purchaser for their use of the Yoplait brand. We recorded a gain of $5.4 million. In the fourth quarter of fiscal 2019, we recorded ~~a $260~~restructuring and impairment charges of $7.4 million. We recorded $4.3 million ~~impairment charge~~of integration costs related to the acquisition of Blue Buffalo and $9.8 million of gains related to an investment valuation adjustment in the fourth quarter of fiscal ~~2015 related to the~~~~Green Giant~~ ~~brand intangible asset. See Note 6 for additional information.~~

~~During~~2019. We also recorded a tax benefit of $72.9 million in the fourth quarter of fiscal ~~2015, we approved a one-time repatriation of $606.1 million of foreign earnings and recorded a discrete income tax charge of $78.6 million.~~2019. Please see Note 15 for more information.

Glossary

~~Glossary~~

Accelerated depreciation associated with restructured assets.The increase in depreciation expense caused by updating the salvage value and shortening the useful life of depreciable fixed assets to coincide with the end of production under an approved restructuring plan, but only if impairment is not present.

AOCI. Accumulated other comprehensive income (loss).

Adjusted ~~average total capital.~~~~Notes payable, long-term debt including current portion, redeemable interest, noncontrolling interests,~~diluted EPS. Diluted EPS adjusted for certain items affecting year-to-year comparability.

Adjusted EBITDA. The calculation of earnings before income taxes and ~~stockholders’ equity excluding AOCI, and certain~~ after-tax earnings ~~adjustments are used to calculate~~from joint ventures, net interest, and depreciation and amortization adjusted ~~return on average total capital. The average is calculated using the average of the beginning of fiscal year and end of fiscal year Consolidated Balance Sheet amounts~~ for ~~these line items.~~certain items affecting year-to-year comparability.

Adjusted operating ~~profit margin.~~profit. Operating profit adjusted for certain items affecting ~~year-over-year~~year-to-year comparability.

Adjusted operating profit margin. Operating profit adjusted for certain items affecting year-to-year comparability, divided by net sales.

~~Adjusted return on average total capital.~~Net earnings including earnings attributable to redeemable and noncontrolling interests, excluding after-tax net interest, and adjusted for certain items affecting year-over-year comparability, divided by adjusted average total capital.

~~Average total capital.~~Notes payable, long-term debt including current portion, redeemable interest, noncontrolling interests, and stockholders’ equity are used to calculate return on average total capital. The average is calculated using the average of the beginning of fiscal year and end of fiscal year Consolidated Balance Sheet amounts for these line items.

Constant currency.Financial results translated to ~~U.S.~~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, all as of the last day of our fiscal year.

COVID-19. Coronavirus disease (COVID-19) is an infectious disease caused by a newly discovered coronavirus. In March 2020, the World Health Organization declared COVID-19 a global pandemic.

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 equity prices.

Earnings before interest, taxes, depreciation and amortization (EBITDA). The calculation of earnings before income taxes and after-tax earnings from joint ventures, net interest, depreciation and amortization.

Euribor.European 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.~~

Level 1:Unadjusted quoted prices in active markets for identical assets or liabilities.

~~Fixed charge coverage ratio.~~

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.

Focus 6 platforms.The ~~sum~~Focus 6 platforms for the Convenience Stores & Foodservice segment consist of ~~earnings before income taxes~~cereal, yogurt, snacks, frozen meals, frozen biscuits, and ~~fixed charges (before tax), divided by the sum of the fixed charges (before tax) and interest.~~frozen baked goods.

Free cash flow.Net cash provided by operating activities less purchases of land, buildings, and equipment.

Free cash flow conversion rate.Free cash flow divided by our net earnings, including earnings attributable to redeemable and noncontrolling interests adjusted for certain items affecting ~~year-over-year~~year-to-year comparability.

GDP. Gross domestic product.

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~~redeemable and ~~redeemable~~noncontrolling 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.

LIBOR.London Interbank Offered Rate.

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.

Net debt. Long-term debt, current portion of long-term debt, and notes payable, less cash and cash equivalents.

Net debt-to-adjusted EBITDA ratio. Net debt divided by Adjusted EBITDA.

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 consolidated subsidiaries held by third parties.

Notional principal amount.The principal amount on which fixed-rate or floating-rate interest payments are calculated.

OCI.Other comprehensive income (loss).

Operating cash flow conversion rate.Net cash provided by operating activities, divided by net earnings, including earnings attributable to redeemable and noncontrolling interests.

Operating cash flow to net debt ratio.Net debt divided by cash provided by operating ~~activities, divided by the sum of notes payable and long-term debt, including the current portion.~~activities.

Organic net sales ~~growth~~. growth.Net sales growth adjusted for foreign currency translation, as well as acquisitions, divestitures, and a 53^rd week impact, when applicable.

Project-related ~~costs~~. costs.Costs incurred related to our restructuring initiatives not included in restructuring charges.

Redeemable interest.Interest of consolidated subsidiaries held by a third party that can be redeemed outside of our control and therefore cannot be classified as a noncontrolling interest in equity.

Reporting unit.An operating segment or a business one level below an operating segment.

~~Return~~Strategic Revenue Management (SRM). A company-wide capability focused on ~~average total capital.~~~~Net earnings~~generating sustainable benefits from net price realization and mix by identifying and executing against specific opportunities to apply tools including ~~earnings attributable to redeemable~~pricing, sizing, mix management, and ~~noncontrolling interests, excluding after-tax net interest, divided by average total capital.~~promotion optimization across each of our businesses.

~~Segment operating profit margin.~~~~Segment operating profit divided by net sales for the segment.~~

~~SKU~~~~. Shop keeping unit.~~96

Supply chain input costs.Costs incurred to produce and deliver product, including costs for ingredients and conversion, inventory management, logistics, and warehousing.

TCJA. U.S. Tax Cuts and Jobs Act which was signed into law on December 22, 2017.

Total debt.Notes payable and long-term debt, including current portion.

Translation adjustments.The impact of the conversion of our foreign affiliates’ financial statements to ~~U.S.~~United States dollars for the purpose of consolidating our financial statements.

Variable interest entities (VIEs).A legal structure that is used for business purposes that either (1) does not have equity investors that have voting rights and share in all the entity’s profits and losses or (2) has equity investors that do not provide sufficient financial resources to support the entity’s activities.

Working capital.Current assets and current liabilities, all as of the last day of our fiscal year.

~~ITEM 9~~

~~Changes in and Disagreements With Accountants on Accounting and Financial Disclosure~~

~~None.~~ITEM 9 - Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

~~ITEM 9A~~

~~Controls and Procedures~~

None.

ITEM 9A 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 1934 Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of May ~~29, 2016,~~31, 2020, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the 1934 Act is (1) recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the 1934 Act) during our fiscal quarter ended May ~~29, 2016,~~31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of General Mills, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the 1934 Act. The Company’s internal control system was designed to provide reasonable assurance to our management and the Board of Directors regarding the preparation and fair presentation of published financial statements. Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of May ~~29, 2016.~~31, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control – Integrated Framework (2013).

Based on our assessment using the criteria set forth by COSO inInternal Control – Integrated Framework (2013), management concluded that our internal control over financial reporting was effective as of May ~~29, 2016.~~31, 2020.

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

~~/s/ K. J. Powell~~ ~~/s/ D. L. Mulligan~~
~~K. J. Powell~~ ~~D. L. Mulligan~~
~~Chairman of the Board and Chief~~ ~~Executive Vice President and Chief~~
~~Executive Officer~~ ~~Financial Officer~~

~~June 30, 2016~~

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

J. L. HarmeningK. A. Bruce

Chief Executive OfficerChief Financial Officer

July 2, 2020

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

~~ITEM 9B~~

~~Other Information~~

~~None.~~97

ITEM 9B - Other Information

None.

PART III

~~ITEM 10~~

~~Directors, Executive Officers and Corporate Governance~~

ITEM 10 - Directors, Executive Officers and Corporate Governance

The information contained in the sections entitled “Proposal Number 1 —- Election of Directors,” ~~“Director~~“Shareholder Director Nominations,” and ~~“Section~~“Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance”~~Reports” contained in our definitive Proxy Statement for our ~~2016~~2020 Annual Meeting of Shareholders is incorporated herein by reference.

Information regarding our executive officers is set forth in Item 1 of this report.

The information regarding our Audit Committee, including the members of the Audit Committee and audit committee financial experts, set forth in the section entitled “Board Committees and Their Functions” contained in our definitive Proxy Statement for our ~~2016~~2020 Annual Meeting of Shareholders is incorporated herein by reference.

We have adopted a Code of Conduct applicable to all employees, including our principal executive officer, principal financial officer, and principal accounting officer. A copy of the Code of Conduct is available on our website at~~www.generalmills.com.~~ www.GeneralMills.com.We intend to post on our website any amendments to our Code of Conduct and any waivers from our Code of Conduct for principal officers.

~~ITEM 11~~

~~Executive Compensation~~

ITEM 11 - Executive Compensation

The information contained in the sections entitled “Executive Compensation,” “Director Compensation,” and ~~“Compensation~~“Overseeing Risk ~~Assessment”~~Management” in our definitive Proxy Statement for our ~~2016~~2020 Annual Meeting of Shareholders is incorporated herein by reference.

~~ITEM 12~~

~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~

ITEM 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information contained in the section entitled “Ownership of General Mills Common Stock by Directors, Officers and Certain Beneficial Owners” ~~and “Equity Compensation Plan Information”~~ in our definitive Proxy Statement for our ~~2016~~2020 Annual Meeting of ~~Stockholders~~Shareholders is incorporated herein by reference.

~~ITEM 13~~

~~Certain Relationships and Related Transactions, and Director Independence~~

Equity Compensation Plan Information

The following table provides certain information as of May 31, 2020, with respect to our equity compensation plans:

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (1)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2) (a)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (1)) (3)
Equity compensation plans approved by security holders	25,632,281	(b)	$	51.21	26,444,888	(d)
Equity compensation plans not approved by security holders	115,477	(c)		-	-
Total	25,747,758		$	51.21	26,444,888

(a)Only includes the weighted-average exercise price of outstanding options, whose weighted-average term is 5.53 years.

(b)Includes 18,164,592 stock options, 3,914,054 restricted stock units, 1,114,783 performance share units (assuming pay out for target performance), and 2,438,852 restricted stock units that have vested and been deferred.

(c)Includes 115,477 restricted stock units that have vested and been deferred. These awards were made in lieu of salary increases and certain other compensation and benefits. We granted these awards under our 1998 Employee Stock Plan, which provided for the issuance of stock options, restricted stock, and restricted stock units to attract and retain employees and to align their interests with those of shareholders. We discontinued the 1998 Employee Stock Plan in September 2003, and no future awards may be granted under that plan.

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

ITEM 13 - Certain Relationships and Related Transactions, and Director Independence

The information set forth in the ~~sections~~section entitled “Board Independence and ~~Accountability” and “Certain Relationships and~~ Related Person Transactions” contained in our definitive Proxy Statement for our ~~2016~~2020 Annual Meeting of Shareholders is incorporated herein by reference.

~~ITEM 14~~ ~~Principal Accounting Fees and Services~~

ITEM 14 - Principal Accounting Fees and Services

The information contained in the section entitled “Independent Registered Public Accounting Firm Fees” in our definitive Proxy Statement for our ~~2016~~2020 Annual Meeting of Shareholders is incorporated herein by reference.

PART IV

~~ITEM 15~~

~~Exhibits, Financial Statement Schedules~~

ITEM 15 – Exhibits and Financial Statement Schedules

1.	~~Financial Statements:~~

1.Financial Statements:

The following financial statements are included in Item 8 of this report:

Consolidated Statements of Earnings for the fiscal years ended May ~~29, 2016,~~31, 2020, May ~~31, 2015,~~26, 2019, and May ~~25, 2014.~~27, 2018.

Consolidated Statements of Comprehensive Income for the fiscal years ended May ~~29, 2016,~~31, 2020, May ~~31, 2015,~~26, 2019, and May ~~25, 2014.~~27, 2018.

Consolidated Balance Sheets as of May ~~29, 2016~~31, 2020 and May ~~31, 2015.~~26, 2019.

Consolidated Statements of Cash Flows for the fiscal years ended May ~~29, 2016,~~31, 2020, May ~~31, 2015,~~26, 2019, and May ~~25, 2014.~~27, 2018.

Consolidated Statements of Total Equity and Redeemable Interest for the fiscal years ended May ~~29, 2016,~~31, 2020, May ~~31, 2015,~~26, 2019, and May ~~25, 2014.~~27, 2018.

Notes to Consolidated Financial Statements.

Report of Management Responsibilities.

Report of Independent Registered Public Accounting Firm.

2.	~~Financial Statement Schedule:~~

2.Financial Statement Schedule:

For the fiscal years ended May ~~29, 2016,~~31, 2020, May ~~31, 2015,~~26, 2019, and May ~~25, 2014:~~27, 2018:

II – Valuation and Qualifying Accounts

3.Exhibits:

Exhibit No.

~~Exhibits:~~

Description


~~Exhibit No.~~3.1		~~Description~~

~~3.1~~	Restated Certificate of Incorporation of the ~~Registrant~~Company (incorporated herein by reference to Exhibit 3.1 to ~~Registrant’s~~the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009).

3.2		By-laws of the ~~Registrant~~Company (incorporated herein by reference to Exhibit 3.2 to the ~~Registrant’s~~Company’s Current Report on Form 8-K filed March 8, 2016).

4.1		Indenture, dated as of February 1, 1996, between the ~~Registrant~~Company and U.S. Bank National Association (f/k/a First Trust of Illinois, National Association) (incorporated herein by reference to Exhibit 4.1 to ~~Registrant’s~~the Company’s Registration Statement on Form S-3 filed February 6, 1996 (File no. 333-00745)).

4.2		First Supplemental Indenture, dated as of May 18, 2009, between the ~~Registrant~~Company and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.2 to Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009).

10.1* 4.3	Description of the Company’s registered securities.

10.1*	2001 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.2 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010).

  10.2*
10.2*
~~2005 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010).~~
  10.3*
2006 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.5 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010).
  10.4*
10.3*
2007 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.6 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010).
  10.5*
10.4*
10.5*
10.6*
2009 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.7 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010).
  10.6*
2011 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.6 to ~~Registrant’s~~the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2015).
  10.7*
2011 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.2 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2011).
10.7*
2016 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2016).
  10.8*
10.8*
Executive Incentive Plan (incorporated herein by reference to Exhibit 10.1 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 28, 2010).
  10.9*
10.9*
Separation Pay and Benefits Program for Officers (incorporated herein by reference to Exhibit ~~10.11~~10.1 to ~~Registrant’s Annual~~the Company’s Quarterly Report on Form ~~10-K~~10-Q for the fiscal ~~year~~quarter ended ~~May 25, 2014)~~February 23, 2020).
  10.10*
10.10*
Supplemental Savings Plan (incorporated herein by reference to Exhibit 10.11 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009).
  10.11*
10.11*
Supplemental Retirement Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2018).
10.12*
2005 Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.12 to ~~Registrant’s~~the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2018).
10.13*
Deferred Compensation Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009).

100

10.12* 10.14*		2005 ~~Supplemental Retirement~~Deferred Compensation Plan (incorporated herein by reference to Exhibit ~~10.13~~10.15 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009).

10.13* 10.15*		~~Deferred Compensation Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.14 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009).~~

10.14*	~~2005 Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.15 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009).~~

10.15*	Executive Survivor Income Plan (incorporated herein by reference to Exhibit 10.6 to ~~Registrant’s~~the Company’s Annual Report on Form 10-K for the fiscal year ended May 29, 2005).

10.16* 10.16*		Aircraft Time Sharing Agreement, dated December 12, 2007, between General Mills Sales, Inc. and Kendall J. Powell (incorporated herein by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed December 14, 2007).

10.17*	Supplemental Benefits Trust Agreement, amended and restated as of September 26, 1988, between the Company and Norwest Bank Minnesota, N.A. (incorporated herein by reference to Exhibit 10.3 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2011).

10.18* 10.17*		Supplemental Benefits Trust Agreement, dated September 26, 1988, between the Company and Norwest Bank Minnesota, N.A. (incorporated herein by reference to Exhibit 10.4 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2011).

10.19* 10.18*		Form of Performance Share Unit Award Agreement (incorporated herein by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2018).

10.19*	Form of Stock Option Agreement (incorporated herein by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2018).

10.20*	Form of Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2018).

10.21*	Deferred Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended ~~August 24, 2014)~~November 26, 2017).

~~10.20~~ 10.22*	2017 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 26, 2017).

10.23*	Supplemental Retirement Plan I (Grandfathered) (incorporated herein by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2018).

10.24*	Supplemental Retirement Plan I (incorporated herein by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2018).

10.25	Agreements, dated November 29, 1989, by and between the ~~Registrant~~Company and Nestle S.A. (incorporated herein by reference to Exhibit 10.15 to ~~Registrant’s~~the Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 2000).

~~10.21~~ 10.26		~~Protocol and Addendum No. 1 to~~ Protocol of Cereal Partners Worldwide, dated November 21, 1989, and Addendum No. 1 to Protocol, dated February 9, 1990, between the ~~Registrant~~Company and Nestle S.A. (incorporated herein by reference to Exhibit 10.16 to ~~Registrant’s~~the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2001).

  ~~10.22~~
10.27
Addendum No. 2 to the Protocol of Cereal Partners Worldwide, dated March 16, 1993, between the ~~Registrant~~Company and Nestle S.A. (incorporated herein by reference to Exhibit 10.18 to ~~Registrant’s~~the Company’s Annual Report on Form 10-K for the fiscal year ended May 30, 2004).
  ~~10.23~~
10.28
Addendum No. 3 to the Protocol of Cereal Partners Worldwide, effective as of March 15, 1993, between the ~~Registrant~~Company and Nestle S.A. (incorporated herein by reference to Exhibit 10.2 to ~~Registrant’s~~the Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 2000).
  ~~10.24~~^10.29+ ~~Addenda Nos.~~
Addendum No. 4, effective as August 1, 1998, and Addendum No. 5, effective as April 1, 2000, to the Protocol of Cereal Partners Worldwide between the ~~Registrant~~Company and Nestle S.A. (incorporated herein by reference to Exhibit 10.26 to ~~Registrant’s~~the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009).
  ~~10.25~~
10.30
Addendum No. 10 to the Protocol of Cereal Partners Worldwide, ~~dated~~effective January 1, 2010, among the ~~Registrant,~~Company, Nestle S.A., and CPW S.A. (incorporated herein by reference to Exhibit 10.1 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2010).

101

~~10.26~~^10.31+		Addendum No. 11 to the Protocol of Cereal Partners Worldwide, ~~dated~~effective July 17, 2012, among the ~~Registrant,~~Company, Nestle S.A., and CPW S.A. (incorporated herein by reference to Exhibit 10.1 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 26, 2012).

~~10.27~~ 10.32		Five-Year Credit Agreement, dated as of May 18, 2016, among ~~General Mills, Inc.,~~the Company, the several financial institutions from time to time party to the agreement, and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to ~~Registrant’s~~the Company’s Current Report on Form 8-K filed May 18, 2016).
10.33	Extension Agreement, dated April 26, 2017, among the Company, the several financial institutions from time to time party to the agreement, and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 the Company’s Current Report on Form 8-K filed May 1, 2017).
~~12.1~~		~~Computation of Ratio of Earnings to Fixed Charges.~~
10.34	Amendment No. 1 to Credit Agreement, dated as of May 31, 2018, among the Company, the several financial institutions from time to time party to the agreement, and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2018).
~~21.1~~
21.1	Subsidiaries of the ~~Registrant.~~Company.

23.1		Consent of Independent Registered Public Accounting Firm.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following materials from the ~~Registrant’s~~Company’s Annual Report on Form 10-K for the fiscal year ended May ~~29, 2016~~31, 2020 formatted in ~~eXtensible~~Inline Extensible Business Reporting Language: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Earnings; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Total Equity and Redeemable Interest; (v) the Consolidated Statements of Cash Flows; (vi) the Notes to Consolidated Financial Statements; and (vii) Schedule II – Valuation of Qualifying Accounts.
104	Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.

______________

*	~~Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15 of Form 10-K.~~

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

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

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

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

~~Signatures~~

ITEM 16 - Form 10-K Summary

Not Applicable.

102

Signatures

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

GENERAL MILLS, INC.

Date:July 2, 2020

By/s/ Mark A. Pallot

Name:Mark A. Pallot

Title:Vice President, Chief Accounting Officer

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

Signature	Title			Date
~~Signature~~		~~Title~~		~~Date~~

/s/ ~~Kendall J. Powell~~Jeffrey L Harmening ~~Kendall J. Powell~~Jeffrey L. Harmening		Chairman of the Board, Chief Executive Officer, and Director ~~(Principal~~ (Principal Executive Officer)		~~June 30, 2016~~
			July 2, 2020
~~/s/ Donal L. Mulligan~~ ~~Donal L. Mulligan~~		~~Executive Vice President and Chief Financial~~ ~~Officer (Principal Financial Officer)~~		~~June 30, 2016~~

/s/ ~~Jerald~~Kofi A. ~~Young~~Bruce ~~Jerald~~Kofi A. ~~Young~~Bruce	Chief Financial Officer (Principal Financial Officer)	July 2, 2020

/s/ Mark A. Pallot Mark A. Pallot	Vice President, ~~Controller~~Chief Accounting Officer (Principal Accounting Officer)		~~June 30, 2016~~
			July 2, 2020
~~/s/ Bradbury H. Anderson~~ ~~Bradbury H. Anderson~~		~~Director~~		~~June 30, 2016~~

/s/ R. Kerry Clark R. Kerry Clark	Director	~~Director~~		~~June 30, 2016~~
			July 2, 2020

/s/ David M. Cordani David M. Cordani	Director	~~Director~~		~~June 30, 2016~~
			July 2, 2020
~~/s/ Paul Danos~~ ~~Paul Danos~~		~~Director~~		~~June 30, 2016~~

/s/ Roger W. Ferguson Jr. Roger W. Ferguson Jr.	Director	~~Director~~		~~June 30, 2016~~
			July 2, 2020
~~/s/ Henrietta H. Fore~~ ~~Henrietta H. Fore~~		~~Director~~		~~June 30, 2016~~

/s/ Maria G. Henry Maria G. Henry	Director	~~Director~~		~~June 30, 2016~~
			July 2, 2020
~~/s/ Heidi G. Miller~~ ~~Heidi G. Miller~~		~~Director~~		~~June 30, 2016~~

/s/ Jo Ann Jenkins Jo Ann Jenkins	Director	July 2, 2020

/s/ Elizabeth C. Lempres Elizabeth C. Lempres	Director	July 2, 2020

/s/ Diane L. Neal Diane L. Neal	Director	July 2, 2020

/s/ Steve Odland Steve Odland	Director	~~Director~~		~~June 30, 2016~~
			July 2, 2020
~~/s/ Michael D. Rose~~ ~~Michael D. Rose~~		~~Director~~		~~June 30, 2016~~

/s/ ~~Robert L. Ryan~~Maria A. Sastre ~~Robert L. Ryan~~Maria A. Sastre	Director	~~Director~~		~~June 30, 2016~~
			July 2, 2020

/s/ Eric D. Sprunk Eric D. Sprunk	Director	~~Director~~		~~June 30, 2016~~
			July 2, 2020
~~/s/ Dorothy A. Terrell~~ ~~Dorothy A. Terrell~~		~~Director~~		~~June 30, 2016~~

/s/ Jorge A. Uribe Jorge A. Uribe	Director	~~Director~~		~~June 30, 2016~~

July 2, 2020

~~General Mills, Inc. and Subsidiaries~~

~~Schedule II—Valuation of Qualifying Accounts~~

   Fiscal Year
In Millions        2016         2015         2014
Allowance for doubtful accounts:

Balance at beginning of year
   $   25.3    $  21.0    $  19.9
Additions charged to expense
   21.4    19.8    12.5
Bad debt write-offs
   (17.5 ) (12.5 ) (11.6 )
Other adjustments and reclassifications
   0.4    (3.0 ) 0.2
Balance at end of year
   $   29.6    $  25.3    $  21.0

Valuation allowance for deferred tax assets:

Balance at beginning of year
   $ 215.4    $221.6    $232.8
Additions charged to expense
   (1.5 ) 2.9    0.1
Adjustments due to acquisitions, translation of amounts, and other
   13.1    (9.1 ) (11.3 )
Balance at end of year
   $ 227.0    $215.4    $221.6

Reserve for restructuring and other exit charges:

Balance at beginning of year
   $ 120.8    $    3.5    $  19.5
Additions charged to expense, including translation amounts
   70.2    185.1    6.4
Net amounts utilized for restructuring activities
   (114.4 ) (67.8 ) (22.4 )
Balance at end of year
   $   76.6    $120.8    $    3.5

Reserve for LIFO valuation:

Balance at beginning of year
   $ 214.2    $216.9    $221.8
Increase (decrease)
   5.1    (2.7 ) (4.9 )

Balance at end of year
   $ 219.3    $214.2    $216.9

~~Exhibit Index~~


~~Exhibit No.~~		~~Description~~

~~12.1~~		~~Computation of Ratio of Earnings to Fixed Charges.~~

~~21.1~~		~~Subsidiaries of the Registrant.~~

~~23.1~~		~~Consent of Independent Registered Public Accounting Firm.~~

~~31.1~~		~~Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~		~~Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~32.1~~		~~Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~32.2~~		~~Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~101~~		The following materials from the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 29, 2016 formatted in eXtensible Business Reporting Language: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Earnings; (iii) the Consolidated Statements of Comprehensive Earnings; (iv) the Consolidated Statements of Total Equity and Redeemable Interest; (v) the Consolidated Statements of Cash Flows; (vi) the Notes to Consolidated Financial Statements; and (vii) Schedule II – Valuation of Qualifying Accounts.

103

~~114~~

General Mills, Inc. and Subsidiaries
Schedule II - Valuation of Qualifying Accounts

		Fiscal Year
In Millions		2020		2019		2018
Allowance for doubtful accounts:
Balance at beginning of year	$	28.8	$	28.4	$	24.3
Additions charged to expense		25.9		23.9		26.7
Bad debt write-offs		(22.9)		(22.7)		(26.9)
Other adjustments and reclassifications		1.4		(0.8)		4.3
Balance at end of year	$	33.2	$	28.8	$	28.4
Valuation allowance for deferred tax assets:
Balance at beginning of year	$	213.7	$	176.0	$	231.8
Additions charged to expense		4.2		(5.2)		2.4
Adjustments due to acquisitions, translation of amounts, and other		(3.7)		42.9		(58.2)
Balance at end of year	$	214.2	$	213.7	$	176.0
Reserve for restructuring and other exit charges:
Balance at beginning of year	$	36.5	$	66.8	$	85.0
Additions charged to expense, including translation amounts		(2.5)		11.6		40.3
Net amounts utilized for restructuring activities		(16.2)		(41.9)		(58.5)
Balance at end of year	$	17.8	$	36.5	$	66.8
Reserve for LIFO valuation:
Balance at beginning of year	$	213.5	$	213.2	$	209.1
(Decrease) increase		(11.4)		0.3		4.1
Balance at end of year	$	202.1	$	213.5	$	213.2

104

Delaware		41-0274440
~~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)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.10 par value	GIS	New York Stock Exchange
~~Floating Rate~~ 2.100% Notes due 2020	GIS20	New York Stock Exchange
~~2.100%~~ 1.000% Notes due ~~2020~~2023	GIS23A	New York Stock Exchange
~~1.000%~~ 0.450% Notes due ~~2023~~2026	GIS26	New York Stock Exchange
1.500% Notes due 2027	GIS27	New York Stock Exchange

					Page
Part I			~~Page~~
~~Part I~~ Item 1	Business				4
Item 1A	Risk Factors	8
~~Item 1~~		~~Business~~		3

~~Item 1A~~		~~Risk Factors~~		7

Item 1B		Unresolved Staff Comments		13	14
Item 2	Properties	14
Item 23	Legal Proceedings	~~Properties~~		13	15

~~Item 3~~		~~Legal Proceedings~~		14

Item 4		Mine Safety Disclosures		14	15
Part II
~~Part II~~

Item 5		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		15	16

Item 6		Selected Financial Data		16	17

Item 7		Management’s Discussion and Analysis of Financial Condition and Results of Operations		17	18

Item 7A		Quantitative and Qualitative Disclosures About Market Risk		48	43

Item 8		Financial Statements and Supplementary Data		50	45

Item 9		Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		~~106~~	97

Item 9A		Controls and Procedures		~~106~~	97
Item 9B	Other Information	98
~~Item 9B~~ Part III		~~Other Information~~		~~107~~

~~Part III~~

Item 10		Directors, Executive Officers and Corporate Governance		~~107~~	98
Item 11	Executive Compensation	98
~~Item 11~~		~~Executive Compensation~~		~~107~~

Item 12		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		~~107~~	98

Item 13		Certain Relationships and Related Transactions, and Director Independence		~~107~~	99

Item 14		Principal Accounting Fees and Services		~~108~~	99
Part IV
~~Part IV~~

Item 15		Exhibits and Financial Statement Schedules		~~108~~	99
Item 16	Form 10-K Summary	102
Signatures				~~111~~	103


Period	Total Number of Shares Purchased (a)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program (b)		Maximum Number of Shares that may yet be Purchased Under the Program (b)
February 29, 2016-
April 3, 2016		1,930	$	59.37		1,930		75,871,561
April 4, 2016-
May 1, 2016		13,035		64.96		13,035		75,858,526
May 2, 2016-
May 29, 2016		63,197		61.75		63,197		75,795,329
Total		78,162	$	62.23		78,162		75,795,329


	As Reported										Estimated
In Millions	Fiscal 2016					Fiscal 2015					Future				Total				Savings (b)
	Charge			Cash		Charge			Cash		Charge		Cash		Charge		Cash		Savings (b)
Compass	$	54.7		$	36.1	$	—		$	—	$	5	$	24	$	60	$	60
Total Century (a)		182.6			34.1		181.8			12.0		75		120		439		166
Catalyst		(7.5	)		47.8		148.4			45.0		—		25		141		118
Combination of certain operational facilities		—			4.5		13.9			6.5		1		2		15		12
Other		—			0.1		(0.6	)		0.1		—		—		—		—
Total restructuring charges (a)		229.8			122.6		343.5			63.6		81		171		655		356
Project-related costs		57.5			54.5		13.2			9.7		38		45		109		109
Restructuring charges and project-related costs	$	287.3		$	177.1	$	356.7		$	73.3	$	119	$	216	$	764	$	465

Future cumulative annual savings																			$	600


	As Reported			Constant-Currency Basis
	Fiscal 2016 vs. 2015			Fiscal 2016 vs. 2015
CPW		(12	)%		Flat
HDJ		Flat			5
Joint Ventures		(10	)%		1	%


	As Reported			Constant Currency Basis
	Fiscal 2015 vs. 2014			Fiscal 2015 vs. 2014
CPW		(10	)%		(2	)%
HDJ		(4	)		6
Joint Ventures		(9	)%		(1	)%


	Fiscal 2016		Fiscal 2016 vs. 2015 Percentage Change		Fiscal 2015		Fiscal 2015 vs. 2014 Percentage Change		Fiscal 2014
Net sales (in millions)	$	10,007.1		(5)%	$	10,507.0		(1)%	$	10,604.9
Contributions from volume growth (a)				(7) pts				(1) pt
Net price realization and mix				2 pts				Flat


	Fiscal 2016 vs. 2015			Fiscal 2015 vs. 2014
Meals (a)		(10	)%		(4	)%
Yogurt		(7	)		5
Baking Products		(3	)		(6	)
Snacks (a)		(2	)		7
Cereal		(1	)		(3	)
Total		(5	)%		(1	)%


	Percentage Change in Net Sales as Reported					Percentage Change in Net Sales on Constant Currency Basis (a)
		Fiscal 2016 vs. 2015		Fiscal 2015 vs. 2014			Fiscal 2016 vs. 2015		Fiscal 2015 vs. 2014
Europe (b)		(6	)%	(3	)%		3	%	5	%
Canada		(16	)	(8	)		(4	)	Flat
Asia/Pacific		(3	)	4			1		5
Latin America		(19	)	(14	)		12		17
Total		(10	)%	(5	)%		3	%	6	%


In Millions	Carrying Value		Excess Fair Value Above Carrying Value
Mountain High	$	35.4		20	%
Uncle Toby’s	$	52.2		11	%


	Defined Benefit Pension Plans			Other Postretirement Benefit Plans			Postemployment Benefit Plans
Obligations as of May 29, 2016, and fiscal 2017 expense		4.19	%		3.97	%		2.94	%
Obligations as of May 31, 2015, and fiscal 2016 expense		4.38	%		4.20	%		3.55	%
Fiscal 2015 expense		4.54	%		4.51	%		3.82	%


In Millions	One Percentage Point Increase		One Percentage Point Decrease
Effect on the aggregate of the service and interest cost components in fiscal 2017		$ 3.1		$ (2.7)
Effect on the other postretirement accumulated benefit obligation as of May 29, 2016		71.2		(63.8	)


	Fiscal 2016
	Percentage Change in Net Sales as Reported			Impact of Foreign Currency Exchange			Percentage Change in Net Sales on Constant- Currency Basis
Europe		(6	)%		(9	)pts		3	%
Canada		(16	)		(12	)		(4	)
Asia/Pacific		(3	)		(4	)		1
Latin America		(19	)		(31	)		12
Total International		(10	)%		(13	)pts		3	%


	Fiscal 2015
	Percentage Change in Net Sales as Reported			Impact of Foreign Currency Exchange			Percentage Change in Net Sales on Constant- Currency Basis
Europe		(3	)%		(8	)pts		5	%
Canada		(8	)		(8	)		Flat
Asia/Pacific		4			(1	)		5
Latin America		(14	)		(31	)		17
Total International		(5	)%		(11	)pts		6	%


Dividends paid	$	1,071.7
Purchases of common stock for treasury		606.7
Proceeds from common stock issued on exercised options		(171.9)
Total cash returned to shareholders	$	1,506.5

Total cash returned to shareholders as a percentage of free cash flow		79%



	$.10 Par Value Common Stock (One Billion Shares Authorized)
	Issued							Treasury
	Shares		Par Amount		Additional Paid-In Capital			Shares			Amount			Retained Earnings			Accumulated Other Comprehensive Loss			Non- controlling Interests			Total Equity				Redeemable Interest
Balance as of May 26, 2013		754.6	$	75.5	$	1,166.6			(113.8	)	$	(3,687.2	)	$	10,702.6		$	(1,585.3	)	$	456.3		$	7,128.5			$	967.5
Total comprehensive income															1,824.4			245.0			24.9			2,094.3				70.0
Cash dividends declared ($1.17 per share)															(739.8	)								(739.8	)
Shares purchased						30.0			(35.6	)		(1,775.3	)											(1,745.3	)
Stock compensation plans (includes income tax benefits of $69.3)						13.8			7.1			243.1												256.9
Unearned compensation related to restricted stock unit awards						(91.3	)																	(91.3	)	��
Earned compensation						108.5																		108.5
Decrease in redemption value of redeemable interest						4.2																		4.2				(4.2	)
Addition of noncontrolling interest																					17.6			17.6
Distributions to redeemable and noncontrolling interest holders																					(28.2	)		(28.2	)			(49.2	)
Balance as of May 25, 2014		754.6		75.5		1,231.8			(142.3	)		(5,219.4	)		11,787.2			(1,340.3	)		470.6			7,005.4				984.1
Total comprehensive income (loss)															1,221.3			(970.4	)		(70.0	)		180.9				(122.9	)
Cash dividends declared ($1.67 per share)															(1,017.7	)								(1,017.7	)
Shares purchased									(22.3	)		(1,161.9	)											(1,161.9	)
Stock compensation plans (includes income tax benefits of $74.6)						(38.1	)		8.7			325.7												287.6
Unearned compensation related to stock unit awards						(80.8	)																	(80.8	)
Earned compensation						111.1																		111.1
Decrease in redemption value of redeemable interest						83.2																		83.2				(83.2	)
Addition of noncontrolling interest																					20.7			20.7
Acquisition of interest in subsidiary						(10.5	)														0.6			(9.9	)
Distributions to redeemable and noncontrolling interest holders																					(25.9	)		(25.9	)			0.9
Balance as of May 31, 2015		754.6		75.5		1,296.7			(155.9	)		(6,055.6	)		11,990.8			(2,310.7	)		396.0			5,392.7				778.9
Total comprehensive income (loss)															1,697.4			(301.5	)		11.2			1,407.1				30.3
Cash dividends declared (1.78 per share)															(1,071.7	)								(1,071.7	)
Shares purchased									(10.7	)		(606.7	)											(606.7	)
Stock compensation plans (includes income tax benefits of $94.1)						(46.3	)		8.8			335.7												289.4
Unearned compensation related to stock unit awards						(63.3	)																	(63.3	)
Earned compensation						84.8																		84.8
Increase in redemption value of redeemable interest						(91.5	)																	(91.5	)			91.5
Acquisition of interest in subsidiary						(3.4	)														(1.1	)		(4.5	)
Distributions to redeemable and noncontrolling interest holders																					(29.2	)		(29.2	)			(55.1	)
Balance as of May 29, 2016		754.6		$75.5		$1,177.0			(157.8	)	$	(6,326.6	)		$12,616.5		$	(2,612.2	)		$376.9			$5,307.1				$845.6


In Millions	Severance			Contract Termination			Other Exit Costs			Total
Reserve balance as of May 26, 2013	$	19.5		$	—		$	—		$	19.5
2014 charges, including foreign currency translation		6.4			—			—			6.4
Utilized in 2014		(22.4	)		—			—			(22.4	)
Reserve balance as of May 25, 2014		3.5			—			—			3.5
2015 charges, including foreign currency translation		176.4			0.6			8.1			185.1
Utilized in 2015		(61.3	)		—			(6.5	)		(67.8	)
Reserve balance as of May 31, 2015		118.6			0.6			1.6			120.8
2016 charges, including foreign currency translation		64.3			1.6			4.3			70.2
Utilized in 2016		(109.3	)		(0.7	)		(4.4	)		(114.4	)
Reserve balance as of May 29, 2016	$	73.6		$	1.5		$	1.5		$	76.6


In Millions	Carrying Value		Excess Fair Value Above Carrying Value
Mountain High	$	35.4		20	%
Uncle Toby’s	$	52.2		11	%


	Interest Rate Contracts						Foreign Exchange Contracts						Equity Contracts					Commodity Contracts						Total
	Fiscal Year						Fiscal Year						Fiscal Year					Fiscal Year						Fiscal Year
In Millions	2016			2015			2016			2015			2016			2015		2016			2015			2016			2015
Derivatives in Cash Flow Hedging Relationships:
Amount of gain (loss) recognized in other comprehensive income (OCI) (a)	$	(2.6	)	$	(5.9	)	$	21.2		$	13.3		$	—		$	—	$	—		$	—		$	18.6		$	7.4
Amount of net gain (loss) reclassified from AOCI into earnings (a) (b)		(10.6	)		(10.6	)		22.1			5.0			—			—		—			—			11.5			(5.6	)
Amount of net gain (loss) recognized in earnings (c)		(0.1	)		(0.6	)		(0.7	)		0.1			—			—		—			—			(0.8	)		(0.5	)
Derivatives in Fair Value Hedging Relationships: Amount of net gain recognized in earnings (d)		0.1			1.6						—			—			—		—			—			0.1			1.6
Derivatives in Net Investment Hedging Relationships: Amount of loss recognized in OCI (a)		—			—			(0.2	)		(6.9	)		—			—		—			—			(0.2	)		(6.9	)
Derivatives Not Designated as Hedging Instruments: Amount of net gain (loss) recognized in earnings (d)		—			—			1.1			(54.3	)		(4.5	)		9.6		(56.1	)		(163.7	)		(59.5	)		(208.4	)


	Fiscal 2016
	General Mills									Noncontrolling Interests		Redeemable Interest
In Millions	Pretax			Tax			Net			Net		Net
Net earnings, including earnings attributable to redeemable and noncontrolling interests							$	1,697.4			$ 8.4		$31.0
Other comprehensive income (loss):
Foreign currency translation	$	(107.6	)		$ —			(107.6	)		2.8		(3.9	)
Net actuarial loss		(514.2	)		188.3			(325.9	)		—		—
Other fair value changes:
Securities		0.2			(0.1	)		0.1			—		—
Hedge derivatives		16.5			(2.2	)		14.3			—		1.7
Reclassification to earnings:
Hedge derivatives (a)		(13.5	)		2.5			(11.0	)		—		1.5
Amortization of losses and prior service costs (b)		206.8			(78.2	)		128.6			—		—
Other comprehensive income (loss)		(411.8	)		110.3			(301.5	)		2.8		(0.7	)
Total comprehensive income							$	1,395.9		$	11.2		$30.3


	Fiscal 2014
	General Mills									Noncontrolling Interests		Redeemable Interest
In Millions	Pretax			Tax			Net			Net		Net
Net earnings, including earnings attributable to redeemable and noncontrolling interests							$	1,824.4			$ 5.8		$31.1
Other comprehensive income:
Foreign currency translation		$(71.8	)		$ —			(71.8	)		19.1		41.4
Net actuarial income		327.2			(121.2	)		206.0			—		—
Other fair value changes:
Securities		0.5			(0.2	)		0.3			—		—
Hedge derivatives		14.4			(7.0	)		7.4			—		(2.4	)
Reclassification to earnings:
Hedge derivatives (a)		(4.7	)		0.2			(4.5	)		—		(0.1	)
Amortization of losses and prior service costs (b)		172.7			(65.1	)		107.6			—		—
Other comprehensive income		438.3			(193.3	)		245.0			19.1		38.9
Total comprehensive income							$	2,069.4			$24.9		$70.0


	Equity Classified					Liability Classified
	Share-Settled Units (Thousands)			Weighted- Average Grant-Date Fair Value		Share-Settled Units (Thousands)			Weighted- Average Grant-Date Fair Value
Non-vested as of May 31, 2015		6,235.6		$	46.44		237.0		$	44.84
Granted		1,287.7			56.01		63.8			55.82
Vested		(2,119.9	)		46.65		(69.5	)		40.55
Forfeited, expired, or reclassified		(303.0	)		49.45		(19.9	)		51.45
Non-vested as of May 29, 2016		5,100.4		$	48.60		211.4		$	48.37


	Fiscal 2016
In Millions	Balance as of May 31, 2015		Net Transfers Out		Net Purchases, Sales Issuances, and Settlements		Net Gain (Loss)			Balance as of May 29, 2016
Pension benefit plan assets:
Equity		$ 542.9		$ —		$ (92.6)	$	7.7			$458.0
Real asset investments		498.1		—		(72.8)		(30.3	)		395.0
Other investments		0.4		—		—		—			0.4
Fair value activity of level 3 pension plan assets		$1,041.4		$ —		$(165.4)	$	(22.6	)		$853.4

Postretirement benefit plan assets:
Equity		$ 23.7		$ —		$ (1.2)	$	0.9			$23.4
Real asset investments		16.6		—		(1.8)		(1.0	)		13.8
Fair value activity of level 3 postretirement benefit plan assets		$ 40.3		$ —		$ (3.0)	$	(0.1	)		$37.2


	Fiscal 2015
In Millions	Balance as of May 25, 2014		Net Transfers Out		Net Purchases, Sales Issuances, and Settlements		Net Gain (Loss)		Balance as of May 31, 2015
Pension benefit plan assets:
Equity		$ 568.2		$ —		$(61.0)		$ 35.7		$ 542.9
Real asset investments		602.9		—		(18.2)		(86.6)		498.1
Other investments		0.3		—		0.2		(0.1)		0.4
Fair value activity of level 3 pension plan assets		$1,171.4		$ —		$(79.0)		$(51.0)		$1,041.4

Postretirement benefit plan assets:
Equity		$ 21.1		$ —		$ 0.3		$ 2.3		$ 23.7
Real asset investments		17.9		—		0.5		(1.8)		16.6
Fair value activity of level 3 postretirement benefit plan assets		$ 39.0		$ —		$ 0.8		$ 0.5		$ 40.3


In Millions	Defined Benefit Pension Plans		Other Postretirement Benefit Plans Gross Payments		Medicare Subsidy Receipts		Postemployment Benefit Plans

2017	$	277.7		$ 61.3		$ 4.8		$22.1
2018		287.9		65.5		5.2		20.6
2019		297.1		67.1		5.6		19.2
2020		306.8		68.3		5.2		17.8
2021		316.4		69.2		4.2		17.0
2022-2026		1,731.5		355.2		23.2		75.6


In Millions	Operating Leases	Capital Leases
2017	$107.9	$0.9
2018	83.5	0.7
2019	67.2	0.6
2020	49.6	0.3
2021	39.6	0.1
After 2021	49.8	0.1

Total noncancelable future lease commitments	$397.6	$2.7

Less: interest		(0.2	)

Present value of obligations under capital leases		$2.5


In Millions, Except Per Share Amounts	First Quarter				Second Quarter				Third Quarter				Fourth Quarter
	Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year
	2016		2015		2016		2015		2016		2015		2016		2015
Net sales	$	4,207.9	$	4,268.4	$	4,424.9	$	4,712.2	$	4,002.4	$	4,350.9	$	3,927.9	$	4,298.8

Gross margin		1,554.6		1,438.7		1,540.6		1,619.1		1,357.5		1,375.9		1,376.8		1,515.5
Net earnings attributable to General Mills		426.6		345.2		529.5		346.1		361.7		343.2		379.6		186.8
EPS:
Basic	$	0.71	$	0.56	$	0.88	$	0.58	$	0.61	$	0.57	$	0.63	$	0.31
Diluted	$	0.69	$	0.55	$	0.87	$	0.56	$	0.59	$	0.56	$	0.62	$	0.30
Dividends per share	$	0.44	$	0.41	$	0.44	$	0.41	$	0.44	$	0.41	$	0.46	$	0.44
Market price of common stock:
High	$	59.55	$	55.56	$	59.23	$	53.82	$	60.14	$	55.11	$	65.36	$	57.14
Low	$	54.36	$	50.15	$	55.41	$	48.86	$	54.12	$	51.13	$	58.85	$	51.70



10.2* 10.2*		~~2005 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010).~~

10.3*	2006 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.5 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010).

10.4* 10.3*		2007 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.6 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010).

10.5* 10.4* 10.5* 10.6*		2009 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.7 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010).

10.6*	2011 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.6 to ~~Registrant’s~~the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2015).

10.7*	2011 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.2 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2011).
10.7*	2016 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2016).
10.8* 10.8*		Executive Incentive Plan (incorporated herein by reference to Exhibit 10.1 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 28, 2010).

10.9* 10.9*		Separation Pay and Benefits Program for Officers (incorporated herein by reference to Exhibit ~~10.11~~10.1 to ~~Registrant’s Annual~~the Company’s Quarterly Report on Form ~~10-K~~10-Q for the fiscal ~~year~~quarter ended ~~May 25, 2014)~~February 23, 2020).

10.10* 10.10*		Supplemental Savings Plan (incorporated herein by reference to Exhibit 10.11 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009).

10.11* 10.11*		Supplemental Retirement Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2018).
10.12*	2005 Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.12 to ~~Registrant’s~~the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2018).

10.13*	Deferred Compensation Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009).



~~10.22~~ 10.27				Addendum No. 2 to the Protocol of Cereal Partners Worldwide, dated March 16, 1993, between the ~~Registrant~~Company and Nestle S.A. (incorporated herein by reference to Exhibit 10.18 to ~~Registrant’s~~the Company’s Annual Report on Form 10-K for the fiscal year ended May 30, 2004).

~~10.23~~ 10.28				Addendum No. 3 to the Protocol of Cereal Partners Worldwide, effective as of March 15, 1993, between the ~~Registrant~~Company and Nestle S.A. (incorporated herein by reference to Exhibit 10.2 to ~~Registrant’s~~the Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 2000).

~~10.24~~^10.29+				~~Addenda Nos.~~ Addendum No. 4, effective as August 1, 1998, and Addendum No. 5, effective as April 1, 2000, to the Protocol of Cereal Partners Worldwide between the ~~Registrant~~Company and Nestle S.A. (incorporated herein by reference to Exhibit 10.26 to ~~Registrant’s~~the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009).

~~10.25~~ 10.30				Addendum No. 10 to the Protocol of Cereal Partners Worldwide, ~~dated~~effective January 1, 2010, among the ~~Registrant,~~Company, Nestle S.A., and CPW S.A. (incorporated herein by reference to Exhibit 10.1 to ~~Registrant’s~~the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2010).

~~GENERAL MILLS, INC.~~

~~Dated: June 30, 2016~~

~~/s/ Jerald A. Young~~

~~Name: Jerald A. Young~~

~~Title: Vice President, Controller~~