UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 
(Mark One)
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2021
 
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM              TO
 
Commission file number: 001-01185
________________
GENERAL MILLS, INC.
(Exact name of registrant as specified in its charter)

Delaware	41-0274440	
(State or other jurisdiction of	(I.R.S. Employer	
incorporation or organization)	Identification No.)	
 	 	
Number One General Mills Boulevard	 	
Minneapolis, Minnesota	55426	
(Address of principal executive offices)	(Zip Code)	

(763)764-7600
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	 	Trading Symbol(s)	 	Name of each exchange
on which registered	
Common Stock, $.10 par value	 	GIS	 	New York Stock Exchange	
1.000% Notes due 2023	 	GIS23A	 	New York Stock Exchange	
0.450% Notes due 2026	 	GIS26	 	New York Stock Exchange	
1.500% Notes due 2027	 	GIS27	 	New York Stock Exchange	
 	 	 	
________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑ No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☑ No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☑	 	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐	
 	 	 	 	
Emerging growth company ☐

 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
 
Number of shares of Common Stock outstanding as of March 15, 2021: 609,971,269 (excluding 144,642,059 shares held in the treasury).

 
General Mills, Inc.
 
Table of Contents
 
 	Page	
PART I – Financial Information	 	
Item 1. Financial Statements	 	
Consolidated Statements of Earnings for the quarters and nine-month periods ended February 28, 2021 and February 23, 2020	4	
Consolidated Statements of Comprehensive Income for the quarters and nine-month periods ended February 28, 2021 and February 23, 2020	5	
Consolidated Balance Sheets as of February 28, 2021, and May 31, 2020	6	
Consolidated Statements of Total Equity and Redeemable Interest for the quarters and nine-month periods ended February 28, 2021 and February 23, 2020	7	
Consolidated Statements of Cash Flows for the nine-month periods ended February 28, 2021 and February 23, 2020	9	
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20	
Item 3. Quantitative and Qualitative Disclosures About Market Risk	40	
Item 4. Controls and Procedures	41	
PART II – Other Information	 	
Item 6. Exhibits	42	
Signatures	43	

3

 
PART I. FINANCIAL INFORMATION	
 	 	 	 	 	 	 	 	 	 	 	 	
Item 1. Financial Statements	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Consolidated Statements of Earnings	
GENERAL MILLS, INC. AND SUBSIDIARIES	
(Unaudited) (In Millions, Except per Share Data)	
 	 	 	 	 	 	 	 	 	 	 	 	
 	Quarter Ended	 	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 23, 2020	 	 	Feb. 28, 2021	 	Feb. 23, 2020	
Net sales	$	4,520.0	 	$	4,180.3	 	$	13,603.4	 	$	12,603.6	
Cost of sales	 	2,966.1	 	 	2,777.1	 	 	8,738.0	 	 	8,241.8	
Selling, general, and administrative expenses	 	716.3	 	 	746.6	 	 	2,256.6	 	 	2,224.5	
Restructuring, impairment, and other exit costs	 	11.0	 	 	5.8	 	 	11.9	 	 	12.9	
Operating profit	 	826.6	 	 	650.8	 	 	2,596.9	 	 	2,124.4	
Benefit plan non-service income	 	(33.4)	 	 	(30.3)	 	 	(99.6)	 	 	(90.7)	
Interest, net	 	106.0	 	 	109.8	 	 	317.7	 	 	347.9	
Earnings before income taxes and after-tax earnings from
joint ventures	 	754.0	 	 	571.3	 	 	2,378.8	 	 	1,867.2	
Income taxes	 	162.0	 	 	118.2	 	 	522.2	 	 	340.9	
After-tax earnings from joint ventures	 	11.8	 	 	10.8	 	 	89.5	 	 	57.5	
Net earnings, including earnings attributable to redeemable
and noncontrolling interests	 	603.8	 	 	463.9	 	 	1,946.1	 	 	1,583.8	
Net earnings attributable to redeemable and
noncontrolling interests	 	8.1	 	 	9.8	 	 	23.1	 	 	28.3	
Net earnings attributable to General Mills	$	595.7	 	$	454.1	 	$	1,923.0	 	$	1,555.5	
Earnings per share – basic	$	0.97	 	$	0.75	 	$	3.13	 	$	2.56	
Earnings per share – diluted	$	0.96	 	$	0.74	 	$	3.10	 	$	2.54	
 	 	 	 	 	 	 	 	 	 	 	 	
See accompanying notes to consolidated financial statements.	
4

 
Consolidated Statements of Comprehensive Income	
GENERAL MILLS, INC. AND SUBSIDIARIES	
(Unaudited) (In Millions)	
 	 	 	 	 	 	 	 	 	 	 	 	
 	Quarter Ended	 	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 23, 2020	
Net earnings, including earnings attributable to
redeemable and noncontrolling interests	$	603.8	 	$	463.9	 	$	1,946.1	 	$	1,583.8	
Other comprehensive income (loss), net of tax:	 	 	 	 	 	 	 	 	 	 	 	
Foreign currency translation	 	12.5	 	 	(22.0)	 	 	102.4	 	 	(28.5)	
Other fair value changes:	 	 	 	 	 	 	 	 	 	 	 	
Hedge derivatives	 	0.1	 	 	(6.4)	 	 	(10.1)	 	 	(15.4)	
Reclassification to earnings:	 	 	 	 	 	 	 	 	 	 	 	
Hedge derivatives	 	5.4	 	 	4.0	 	 	4.7	 	 	3.6	
Amortization of losses and prior service costs	 	19.8	 	 	19.6	 	 	59.1	 	 	58.8	
Other comprehensive income (loss), net of tax	 	37.8	 	 	(4.8)	 	 	156.1	 	 	18.5	
Total comprehensive income	 	641.6	 	 	459.1	 	 	2,102.2	 	 	1,602.3	
Comprehensive income (loss) attributable to
redeemable and noncontrolling interests	 	21.0	 	 	(0.3)	 	 	107.5	 	 	5.9	
Comprehensive income attributable to General Mills	$	620.6	 	$	459.4	 	$	1,994.7	 	$	1,596.4	
 	 	 	 	 	 	 	 	 	 	 	 	
See accompanying notes to consolidated financial statements.	
5

 
Consolidated Balance Sheets	
GENERAL MILLS, INC. AND SUBSIDIARIES	
(In Millions, Except Par Value)	
 	Feb. 28, 2021	 	May 31, 2020	
 	 	(Unaudited)	 	 	 	
ASSETS	 	 	 	 	 	
Current assets:	 	 	 	 	 	
Cash and cash equivalents	$	2,754.2	 	$	1,677.8	
Receivables	 	1,776.2	 	 	1,615.1	
Inventories	 	1,758.8	 	 	1,426.3	
Prepaid expenses and other current assets	 	323.2	 	 	402.1	
Total current assets	 	6,612.4	 	 	5,121.3	
Land, buildings, and equipment	 	3,505.5	 	 	3,580.6	
Goodwill	 	14,034.6	 	 	13,923.2	
Other intangible assets	 	7,148.3	 	 	7,095.8	
Other assets	 	1,348.0	 	 	1,085.8	
Total assets	$	32,648.8	 	$	30,806.7	
LIABILITIES AND EQUITY	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	
Accounts payable	$	3,391.6	 	$	3,247.7	
Current portion of long-term debt	 	3,899.8	 	 	2,331.5	
Notes payable	 	184.6	 	 	279.0	
Other current liabilities	 	2,113.7	 	 	1,633.3	
Total current liabilities	 	9,589.7	 	 	7,491.5	
Long-term debt	 	9,766.6	 	 	10,929.0	
Deferred income taxes	 	2,006.2	 	 	1,947.1	
Other liabilities	 	1,502.4	 	 	1,545.0	
Total liabilities	 	22,864.9	 	 	21,912.6	
Redeemable interest	 	596.0	 	 	544.6	
Stockholders' equity:	 	 	 	 	 	
Common stock, 754.6 shares issued, $0.10 par value	 	75.5	 	 	75.5	
Additional paid-in capital	 	1,353.8	 	 	1,348.6	
Retained earnings	 	16,655.0	 	 	15,982.1	
Common stock in treasury, at cost, shares of 142.8 and 144.8	 	(6,351.3)	 	 	(6,433.3)	
Accumulated other comprehensive loss	 	(2,842.7)	 	 	(2,914.4)	
Total stockholders' equity	 	8,890.3	 	 	8,058.5	
Noncontrolling interests	 	297.6	 	 	291.0	
Total equity	 	9,187.9	 	 	8,349.5	
Total liabilities and equity	$	32,648.8	 	$	30,806.7	
 	 	 	 	 	 	
See accompanying notes to consolidated financial statements.	 	 	 	 	 	
6

 
Consolidated Statements of Total Equity and Redeemable Interest	
GENERAL MILLS, INC. AND SUBSIDIARIES	
(Unaudited) (In Millions, Except per Share Data)	
 	 	 	 	 	 	 	 	 	 	
 	Quarter Ended	
 	Feb. 28, 2021	 	Feb. 23, 2020	
 	Shares	 	Amount	 	Shares	 	Amount	
Total equity, beginning balance	 	 	$	8,852.6	 	 	 	$	8,020.6	
Common stock, 1 billion shares authorized, $0.10 par value	754.6	 	 	75.5	 	754.6	 	 	75.5	
Additional paid-in capital:	 	 	 	 	 	 	 	 	 	
Beginning balance	 	 	 	1,333.3	 	 	 	 	1,387.0	
Stock compensation plans	 	 	 	(8.3)	 	 	 	 	(36.2)	
Unearned compensation related to stock unit awards	 	 	 	(0.5)	 	 	 	 	(1.4)	
Earned compensation	 	 	 	20.7	 	 	 	 	17.8	
Decrease (increase) in redemption value of
redeemable interest	 	 	 	8.6	 	 	 	 	(32.3)	
Ending balance	 	 	 	1,353.8	 	 	 	 	1,334.9	
Retained earnings:	 	 	 	 	 	 	 	 	 	
Beginning balance	 	 	 	16,374.2	 	 	 	 	15,501.8	
Comprehensive income	 	 	 	595.7	 	 	 	 	454.1	
Cash dividends declared ($0.51 and $0.98 per share)	 	 	 	(314.9)	 	 	 	 	(595.9)	
Ending balance	 	 	 	16,655.0	 	 	 	 	15,360.0	
Common stock in treasury:	 	 	 	 	 	 	 	 	 	
Beginning balance	(143.2)	 	 	(6,365.4)	 	(150.0)	 	 	(6,662.2)	
Shares purchased	-	 	 	(0.5)	 	-	 	 	(2.7)	
Stock compensation plans	0.4	 	 	14.6	 	1.2	 	 	54.1	
Ending balance	(142.8)	 	 	(6,351.3)	 	(148.8)	 	 	(6,610.8)	
Accumulated other comprehensive loss:	 	 	 	 	 	 	 	 	 	
Beginning balance	 	 	 	(2,867.6)	 	 	 	 	(2,589.8)	
Comprehensive income	 	 	 	24.9	 	 	 	 	5.3	
Ending balance	 	 	 	(2,842.7)	 	 	 	 	(2,584.5)	
Noncontrolling interests:	 	 	 	 	 	 	 	 	 	
Beginning balance	 	 	 	302.6	 	 	 	 	308.3	
Comprehensive income (loss)	 	 	 	3.7	 	 	 	 	(1.5)	
Distributions to noncontrolling interest holders	 	 	 	(8.7)	 	 	 	 	(21.8)	
Ending balance	 	 	 	297.6	 	 	 	 	285.0	
Total equity, ending balance	 	 	$	9,187.9	 	 	 	$	7,860.1	
Redeemable interest:	 	 	 	 	 	 	 	 	 	
Beginning balance	 	 	$	587.7	 	 	 	$	545.1	
Comprehensive income	 	 	 	17.3	 	 	 	 	1.2	
(Decrease) increase in redemption value of
redeemable interest	 	 	 	(8.6)	 	 	 	 	32.3	
Distributions to redeemable interest holder	 	 	 	(0.4)	 	 	 	 	(40.0)	
Ending balance	 	 	$	596.0	 	 	 	$	538.6	
See accompanying notes to consolidated financial statements.	
7

Consolidated Statements of Total Equity and Redeemable Interest	
GENERAL MILLS, INC. AND SUBSIDIARIES	
(Unaudited) (In Millions, Except per Share Data)	
 	 	 	 	 	 	 	 	 	 	
 	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 23, 2020	
 	Shares	 	Amount	 	Shares	 	Amount	
Total equity, beginning balance	 	 	$	8,349.5	 	 	 	$	7,367.7	
Common stock, 1 billion shares authorized, $0.10 par value	754.6	 	 	75.5	 	754.6	 	 	75.5	
Additional paid-in capital:	 	 	 	 	 	 	 	 	 	
Beginning balance	 	 	 	1,348.6	 	 	 	 	1,386.7	
Stock compensation plans	 	 	 	12.9	 	 	 	 	(22.4)	
Unearned compensation related to stock unit awards	 	 	 	(78.2)	 	 	 	 	(71.3)	
Earned compensation	 	 	 	68.9	 	 	 	 	65.1	
Decrease (increase) in redemption value of
redeemable interest	 	 	 	1.6	 	 	 	 	(23.2)	
Ending balance	 	 	 	1,353.8	 	 	 	 	1,334.9	
Retained earnings:	 	 	 	 	 	 	 	 	 	
Beginning balance	 	 	 	15,982.1	 	 	 	 	14,996.7	
Comprehensive income	 	 	 	1,923.0	 	 	 	 	1,555.5	
Cash dividends declared ($2.02 and $1.96 per share)	 	 	 	(1,244.4)	 	 	 	 	(1,192.2)	
Adoption of current expected credit loss accounting requirements	 	 	 	(5.7)	 	 	 	 	-	
Ending balance	 	 	 	16,655.0	 	 	 	 	15,360.0	
Common stock in treasury:	 	 	 	 	 	 	 	 	 	
Beginning balance	(144.8)	 	 	(6,433.3)	 	(152.7)	 	 	(6,779.0)	
Shares purchased	-	 	 	(0.6)	 	-	 	 	(2.8)	
Stock compensation plans	2.0	 	 	82.6	 	3.9	 	 	171.0	
Ending balance	(142.8)	 	 	(6,351.3)	 	(148.8)	 	 	(6,610.8)	
Accumulated other comprehensive loss:	 	 	 	 	 	 	 	 	 	
Beginning balance	 	 	 	(2,914.4)	 	 	 	 	(2,625.4)	
Comprehensive income	 	 	 	71.7	 	 	 	 	40.9	
Ending balance	 	 	 	(2,842.7)	 	 	 	 	(2,584.5)	
Noncontrolling interests:	 	 	 	 	 	 	 	 	 	
Beginning balance	 	 	 	291.0	 	 	 	 	313.2	
Comprehensive income	 	 	 	31.8	 	 	 	 	2.2	
Distributions to noncontrolling interest holders	 	 	 	(25.2)	 	 	 	 	(30.4)	
Ending balance	 	 	 	297.6	 	 	 	 	285.0	
Total equity, ending balance	 	 	$	9,187.9	 	 	 	$	7,860.1	
Redeemable interest:	 	 	 	 	 	 	 	 	 	
Beginning balance	 	 	$	544.6	 	 	 	$	551.7	
Comprehensive income	 	 	 	75.7	 	 	 	 	3.7	
(Decrease) increase in redemption value of
redeemable interest	 	 	 	(1.6)	 	 	 	 	23.2	
Distributions to redeemable interest holder	 	 	 	(22.7)	 	 	 	 	(40.0)	
Ending balance	 	 	$	596.0	 	 	 	$	538.6	
See accompanying notes to consolidated financial statements.	 	 	 	 	 	 	 	 	 	
8

 
Consolidated Statements of Cash Flows	
GENERAL MILLS, INC. AND SUBSIDIARIES	
(Unaudited) (In Millions)	
 	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 23, 2020	
Cash Flows - Operating Activities	 	 	 	 	 	
Net earnings, including earnings attributable to redeemable and noncontrolling interests	$	1,946.1	 	$	1,583.8	
Adjustments to reconcile net earnings to net cash provided by operating activities:	 	 	 	 	 	
Depreciation and amortization	 	454.5	 	 	456.4	
After-tax earnings from joint ventures	 	(89.5)	 	 	(57.5)	
Distributions of earnings from joint ventures	 	41.9	 	 	37.7	
Stock-based compensation	 	69.5	 	 	66.0	
Deferred income taxes	 	110.9	 	 	1.7	
Pension and other postretirement benefit plan contributions	 	(25.7)	 	 	(21.7)	
Pension and other postretirement benefit plan costs	 	(25.5)	 	 	(23.2)	
Restructuring, impairment, and other exit costs	 	5.7	 	 	20.6	
Changes in current assets and liabilities	 	(145.4)	 	 	91.3	
Other, net	 	(134.6)	 	 	4.7	
Net cash provided by operating activities	 	2,207.9	 	 	2,159.8	
Cash Flows - Investing Activities	 	 	 	 	 	
Purchases of land, buildings, and equipment	 	(346.4)	 	 	(269.4)	
Investments in affiliates, net	 	18.1	 	 	(40.9)	
Proceeds from disposal of land, buildings, and equipment	 	1.8	 	 	0.9	
Other, net	 	(5.5)	 	 	4.8	
Net cash used by investing activities	 	(332.0)	 	 	(304.6)	
Cash Flows - Financing Activities	 	 	 	 	 	
Change in notes payable	 	(96.9)	 	 	(282.9)	
Issuance of long-term debt	 	1,576.5	 	 	867.8	
Payment of long-term debt	 	(1,159.0)	 	 	(1,396.5)	
Debt exchange participation incentive cash payment	 	(201.4)	 	 	-	
Proceeds from common stock issued on exercised options	 	39.4	 	 	109.4	
Purchases of common stock for treasury	 	(0.6)	 	 	(2.8)	
Dividends paid	 	(932.4)	 	 	(895.4)	
Distributions to noncontrolling and redeemable interest holders	 	(47.9)	 	 	(70.4)	
Other, net	 	(30.4)	 	 	(20.6)	
Net cash used by financing activities	 	(852.7)	 	 	(1,691.4)	
Effect of exchange rate changes on cash and cash equivalents	 	53.2	 	 	(6.9)	
Increase in cash and cash equivalents	 	1,076.4	 	 	156.9	
Cash and cash equivalents - beginning of year	 	1,677.8	 	 	450.0	
Cash and cash equivalents - end of period	$	2,754.2	 	$	606.9	
Cash Flow from changes in current assets and liabilities:	 	 	 	 	 	
Receivables	$	(119.2)	 	$	(60.3)	
Inventories	 	(302.2)	 	 	2.5	
Prepaid expenses and other current assets	 	58.8	 	 	54.8	
Accounts payable	 	154.7	 	 	119.9	
Other current liabilities	 	62.5	 	 	(25.6)	
Changes in current assets and liabilities	$	(145.4)	 	$	91.3	
 	 	 	 	 	 	
See accompanying notes to consolidated financial statements.	 	 	 	 	 	
9

GENERAL MILLS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
(1) Background
 
The accompanying Consolidated Financial Statements of General Mills, Inc. (we, us, our, General Mills, or the Company) have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include certain information and disclosures required for comprehensive financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature, including the elimination of all intercompany transactions and any noncontrolling and redeemable interests’ share of those transactions. Operating results for the quarter ended February 28, 2021, are not necessarily indicative of the results that may be expected for the fiscal year ending May 30, 2021.
 
These statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020. The accounting policies used in preparing these Consolidated Financial Statements are the same as those described in Note 2 to the Consolidated Financial Statements in that Form 10-K with the exception of new requirements adopted in the first quarter of fiscal 2021.
 
In the first quarter of fiscal 2021, we adopted new accounting requirements related to the measurement of credit losses on financial instruments, including trade receivables. The new standard and subsequent amendments replace the incurred loss impairment model with a forward-looking expected credit loss model, which will generally result in earlier recognition of credit losses. Our allowance for doubtful accounts represents our estimate of expected credit losses related to our trade receivables. We pool our trade receivables based on similar risk characteristics, such as geographic location, business channel, and other account data. To estimate our allowance for doubtful accounts, we leverage information on historical losses, asset-specific risk characteristics, current conditions, and reasonable and supportable forecasts of future conditions. Account balances are written off against the allowance when we deem the amount is uncollectible. We adopted the requirements of the new standard and subsequent amendments using the modified retrospective transition approach, and recorded a decrease to retained earnings of $5.7 million after-tax.
 
Certain terms used throughout this report are defined in the “Glossary” section below.

(2) Restructuring, Impairment, and Other Exit Costs
 
Restructuring charges were as follows:
 
 	Quarter Ended	 	Nine-Month Period Ended	
In Millions	Feb. 28, 2021	 	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 23, 2020	
Asia & Latin America route-to-market
and supply chain optimization	$	11.5	 	$	-	 	$	11.5	 	$	-	
Charges associated with restructuring actions
previously announced	 	0.2	 	 	12.4	 	 	2.1	 	 	37.2	
Total restructuring charges	$	11.7	 	$	12.4	 	$	13.6	 	$	37.2	
 
In the third quarter of fiscal 2021, we approved restructuring actions to leverage more efficient and effective route-to-market models and to optimize our supply chain in our Asia & Latin America segment. We expect to incur approximately $21 million of restructuring charges related to these actions, of which approximately $15 million will be cash. These charges are expected to consist of approximately $10 million of severance and $11 million of other costs, primarily asset write-offs. We recognized $8.9 million of severance and $2.6 million of other costs in the third quarter of fiscal 2021 related to these actions. We expect these actions to be completed by the end of the first quarter of fiscal 2022.
 
The charges associated with restructuring actions previously announced primarily relate to actions to drive efficiencies in targeted areas of our global supply chain. We expect these actions to be completed by the end of fiscal 2023.
 
Certain actions are subject to union negotiations and works counsel consultations, where required.
 
We paid net $7.9 million of cash in the nine-month period ended February 28, 2021, related to restructuring actions. We paid net $16.6 million of cash in the same period of fiscal 2020.
 
10

Restructuring and impairment charges and project-related costs are recorded in our Consolidated Statements of Earnings as follows:
 
 	Quarter Ended	 	Nine-Month Period Ended	
In Millions	Feb. 28, 2021	 	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 23, 2020	
Restructuring, impairment, and other exit costs	$	11.0	 	$	5.8	 	$	11.9	 	$	12.9	
Cost of sales	 	0.7	 	 	6.6	 	 	1.7	 	 	24.3	
Total restructuring charges	$	11.7	 	$	12.4	 	$	13.6	 	$	37.2	
Project-related costs classified in cost of sales	$	-	 	$	0.4	 	$	-	 	$	1.1	
 
(3) Goodwill and Other Intangible Assets
 
The components of goodwill and other intangible assets are as follows:
 
In Millions	Feb. 28, 2021	 	May 31, 2020	
Goodwill	$	14,034.6	 	$	13,923.2	
Other intangible assets:	 	 	 	 	 	
Intangible assets not subject to amortization:	 	 	 	 	 	
Brands and other indefinite-lived intangibles	 	6,619.1	 	 	6,561.4	
Intangible assets subject to amortization:	 	 	 	 	 	
Franchise agreements, customer relationships, and other finite-lived intangibles	 	817.5	 	 	777.8	
Less accumulated amortization	 	(288.3)	 	 	(243.4)	
Intangible assets subject to amortization, net	 	529.2	 	 	534.4	
Other intangible assets	 	7,148.3	 	 	7,095.8	
Total	$	21,182.9	 	$	21,019.0	

Based on the carrying value of finite-lived intangible assets as of February 28, 2021, annual amortization expense for each of the next five fiscal years is estimated to be approximately $40 million.
 
The changes in the carrying amount of goodwill during the nine-month period ended February 28, 2021 were as follows:
 
In Millions	 	North America Retail	 	Pet	 	Convenience Stores & Foodservice	 	Europe & Australia	 	Asia & Latin America	 	Joint Ventures	 	Total	
Balance as of May 31, 2020	 	$	6,403.7	 	$	5,300.5	 	$	918.8	 	$	690.7	 	$	203.8	 	$	405.7	 	$	13,923.2	
Other activity, primarily
foreign currency translation	 	 	9.0	 	 	-	 	 	-	 	 	66.3	 	 	0.5	 	 	35.6	 	 	111.4	
Balance as of Feb. 28, 2021	 	$	6,412.7	 	$	5,300.5	 	$	918.8	 	$	757.0	 	$	204.3	 	$	441.3	 	$	14,034.6	
 
The changes in the carrying amount of other intangible assets during the nine-month period ended February 28, 2021 were as follows:
In Millions	 	 	Total	
Balance as of May 31, 2020	 	$	7,095.8	
Other activity, primarily foreign currency translation	 	 	52.5	
Balance as of Feb. 28, 2021	 	$	7,148.3	
 
Our annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of the second quarter of fiscal 2021, and we determined there was no impairment of our intangible assets as their related fair values were substantially in excess of the carrying values.
 
While having significant coverage as of our fiscal 2021 assessment date, the Europe & Australia reporting unit and the Progresso, Green Giant, and EPIC brand intangible assets had risk of decreasing coverage. We will continue to monitor these businesses for potential impairment.
 
11

(4) Inventories
 
The components of inventories were as follows:
 
In Millions	Feb. 28, 2021	 	May 31, 2020	
Raw materials and packaging	$	420.4	 	$	392.2	
Finished goods	 	1,418.5	 	 	1,142.6	
Grain	 	119.0	 	 	93.6	
Excess of FIFO over LIFO cost	 	(199.1)	 	 	(202.1)	
Total	$	1,758.8	 	$	1,426.3	
 
(5) Risk Management Activities
 
Many commodities we use in the production and distribution of our products are exposed to market price risks. We utilize derivatives to manage price risk for our principal ingredients and energy costs, including grains (oats, wheat, and corn), oils (principally soybean), dairy products, natural gas, and diesel fuel. Our primary objective when entering into these derivative contracts is to achieve certainty with regard to the future price of commodities purchased for use in our supply chain. We manage our exposures through a combination of purchase orders, long-term contracts with suppliers, exchange-traded futures and options, and over-the-counter options and swaps. We offset our exposures based on current and projected market conditions and generally seek to acquire the inputs at as close 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 the quarters and nine-month periods ended February 28, 2021, and February 23, 2020, included:
 
 	Quarter Ended	 	Nine-Month Period Ended	
In Millions	Feb. 28, 2021	 	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 23, 2020	
Net gain (loss) on mark-to-market valuation of certain
commodity positions	$	51.0	 	$	(8.7)	 	$	95.0	 	$	(19.7)	
Net (gain) loss on commodity positions reclassified from
unallocated corporate items to segment
operating profit	 	(3.9)	 	 	4.5	 	 	12.8	 	 	19.8	
Net mark-to-market revaluation of certain grain inventories	 	8.6	 	 	(4.4)	 	 	10.2	 	 	(1.1)	
Net mark-to-market valuation of certain
commodity positions recognized in unallocated
corporate items	$	55.7	 	$	(8.6)	 	$	118.0	 	$	(1.0)	
 
As of February 28, 2021, the net notional value of commodity derivatives was $280.0 million, of which $52.0 million related to energy inputs and $228.0 million related to agricultural inputs. These contracts relate to inputs that generally will be utilized within the next 12 months.
 
In advance of planned debt financing, in the fourth quarter of fiscal 2020, we entered into $300.0 million 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 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 interest rate swap to convert a portion of our $850.0 million floating-rate notes due April 16, 2021, to a fixed rate.
12

 
The fair values of the derivative positions used in our risk management activities and other assets recorded at fair value were not material as of February 28, 2021, and were Level 1 or Level 2 assets and liabilities in the fair value hierarchy. We did not significantly change our valuation techniques from prior periods.
 
We offer certain suppliers access to third party services that allow them to view our scheduled payments online. The third party services also allow suppliers to finance advances on our scheduled payments at the sole discretion of the supplier and the third party. We have no economic interest in these financing arrangements and no direct relationship with the suppliers, the third parties, or any financial institutions concerning these services. All of our accounts payable remain as obligations to our suppliers as stated in our supplier agreements. As of February 28, 2021, $1,420.3 million of our total accounts payable were payable to suppliers who utilize these third party services.
 
(6) Debt
 
The components of notes payable were as follows:
 
In Millions	Feb. 28, 2021	 	May 31, 2020	
U.S. commercial paper	$	-	 	$	99.9	
Financial institutions	 	184.6	 	 	179.1	
Total	$	184.6	 	$	279.0	
 
 To ensure availability of funds, we maintain bank credit lines and have commercial paper programs available to us in the United States and Europe. We also have committed and asset-backed credit lines that support our foreign operations.
 
The following table details the fee-paid committed and uncommitted credit lines we had available as of February 28, 2021:
 
In Billions	Facility
Amount	 	Borrowed Amount	
Credit facility expiring:	 	 	 	 	 	
May 2022	$	2.7	 	$	-	
September 2022	 	0.2	 	 	0.1	
Total committed credit facilities	 	2.9	 	 	0.1	
Uncommitted credit facilities	 	0.6	 	 	0.1	
Total committed and uncommitted credit facilities	$	3.5	 	$	0.2	
 
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 February 28, 2021.
 
Long-Term Debt
 
The fair values and carrying amounts of long-term debt, including the current portion, were $14,760.9 million and $13,666.4 million, respectively, as of February 28, 2021. The fair value of long-term debt was estimated using market quotations and discounted cash flows based on our current incremental borrowing rates for similar types of instruments. Long-term debt is a Level 2 liability in the fair value hierarchy.
 
In the third quarter of fiscal 2021, we completed an offer to exchange certain series of outstanding notes for a combination of newly issued notes and cash. Holders exchanged $603.9 million of notes previously issued with rates between 4.15 percent and 5.4 percent for $605.2 million of newly issued 3.0 percent fixed-rate notes due February 1, 2051 and $201.4 million of cash, representing a participation incentive.
 
In the second quarter of fiscal 2021, we issued €500.0 million principal amount of 0.0 percent fixed-rate notes due November 16, 2021. We used the net proceeds to repay €200.0 million of 0.0 percent fixed-rate notes and for general corporate purposes.
 
In the first quarter of fiscal 2021, we issued €500.0 million principal amount of 0.0 percent fixed-rate notes due August 21, 2021. We used the net proceeds, together with cash on hand, to repay €500.0 million of 2.1 percent fixed-rate notes.
 
In the fourth quarter of fiscal 2020, we issued $750.0 million of 2.875 percent fixed-rate notes due April 15, 2030. We used the net proceeds to repay a portion of our outstanding commercial paper and for general corporate purposes.
 
13

In the third quarter of fiscal 2020, we issued €600.0 million of 0.45 percent fixed-rate notes due January 15, 2026 and €200.0 million of 0.0 percent fixed-rate notes due November 16, 2020. We used the net proceeds, together with cash on hand, to repay €500.0 million of floating-rate notes and €300.0 million of 0.0 percent fixed-rate notes.
 
In the second quarter of fiscal 2020, we repaid $500.0 million of 2.2 percent fixed-rate notes with proceeds from commercial paper.
 
Certain of our long-term debt agreements contain restrictive covenants. As of February 28, 2021, we were in compliance with all of these covenants.
 
(7) Redeemable and Noncontrolling Interests
 
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 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’ agreement. As of February 28, 2021, the redemption value of the euro-denominated redeemable interest was $596.0 million.
 
A subsidiary of Yoplait SAS has an exclusive milk supply agreement for its European operations with Sodiaal through July 1, 2021. Net purchases totaled $155.0 million for the nine-month period ended February 28, 2021, and $141.4 million for the nine-month period ended February 23, 2020.
 
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 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 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.
 
The third-party holder of the General Mills Cereals, LLC (GMC) Class A Interests receives quarterly preferred distributions from available net income based on the application of a floating preferred return rate to the holder’s capital account balance established in the most recent mark-to-market valuation (currently $251.5 million). On June 1, 2018, the floating preferred return rate on GMC’s Class A Interests was reset to the sum of three-month LIBOR plus 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.
 
Our noncontrolling interests contain restrictive covenants. As of February 28, 2021, we were in compliance with all of these covenants.
 
(8) Stockholders’ Equity
 
The following tables provide details of total comprehensive income:
 
 	 	Quarter Ended	 	Quarter Ended	
 	 	Feb. 28, 2021	 	Feb. 23, 2020	
 	 	General Mills	 	Noncontrolling Interests	 	Redeemable Interest	 	General Mills	 	Noncontrolling Interests	 	Redeemable Interest	
In Millions	 	Pretax	 	Tax	 	Net	 	Net	 	Net	 	Pretax	 	Tax	 	Net	 	Net	 	Net	
Net earnings, including earnings
attributable to redeemable and
noncontrolling interests	 	 	 	 	$	595.7	$	1.1	$	7.0	 	 	 	 	$	454.1	$	3.2	$	6.6	
Other comprehensive income (loss):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Foreign currency translation	$	(7.8)	$	6.7	 	(1.1)	 	2.6	 	11.0	$	(11.7)	$	-	 	(11.7)	 	(4.7)	 	(5.6)	
Other fair value changes:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Hedge derivatives	 	2.5	 	(1.5)	 	1.0	 	-	 	(0.9)	 	(7.7)	 	1.1	 	(6.6)	 	-	 	0.2	
Reclassification to earnings:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Hedge derivatives (a)	 	6.8	 	(1.6)	 	5.2	 	-	 	0.2	 	4.7	 	(0.7)	 	4.0	 	-	 	-	
Amortization of losses and
prior service costs (b)	 	25.6	 	(5.8)	 	19.8	 	-	 	-	 	25.4	 	(5.8)	 	19.6	 	-	 	-	
Other comprehensive income (loss)	$	27.1	$	(2.2)	 	24.9	 	2.6	 	10.3	$	10.7	$	(5.4)	 	5.3	 	(4.7)	 	(5.4)	
Total comprehensive income (loss)	 	 	 	 	$	620.6	$	3.7	$	17.3	 	 	 	 	$	459.4	$	(1.5)	$	1.2	
(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.
(b)Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.
 
14

 	 	Nine-Month Period Ended	 	Nine-Month Period Ended	
 	 	Feb. 28, 2021	 	Feb. 23, 2020	
 	 	General Mills	 	Noncontrolling
Interests	 	Redeemable
Interest	 	General Mills	 	Noncontrolling
Interests	 	Redeemable
Interest	
In Millions	 	Pretax	 	Tax	 	Net	 	Net	 	Net	 	Pretax	 	Tax	 	Net	 	Net	 	Net	
Net earnings, including earnings
attributable to redeemable and
noncontrolling interests	 	 	 	 	$	1,923.0	$	3.9	$	19.2	 	 	 	 	$	1,555.5	$	11.7	$	16.6	
Other comprehensive income (loss):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Foreign currency translation	$	(41.4)	$	58.3	 	16.9	 	27.9	 	57.6	$	(7.3)	$	-	 	(7.3)	 	(9.5)	 	(11.7)	
Other fair value changes:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Hedge derivatives	 	(11.1)	 	2.0	 	(9.1)	 	-	 	(1.0)	 	(16.9)	 	2.7	 	(14.2)	 	-	 	(1.2)	
Reclassification to earnings:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Hedge derivatives (a)	 	6.7	 	(1.9)	 	4.8	 	-	 	(0.1)	 	4.5	 	(0.9)	 	3.6	 	-	 	-	
Amortization of losses and prior service costs (b)	 	76.7	 	(17.6)	 	59.1	 	-	 	-	 	76.4	 	(17.6)	 	58.8	 	-	 	-	
Other comprehensive income (loss)	$	30.9	$	40.8	 	71.7	 	27.9	 	56.5	$	56.7	$	(15.8)	 	40.9	 	(9.5)	 	(12.9)	
Total comprehensive income	 	 	 	 	$	1,994.7	$	31.8	$	75.7	 	 	 	 	$	1,596.4	$	2.2	$	3.7	
(a)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.
(b)Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.
 
Accumulated other comprehensive loss balances, net of tax effects, were as follows:
 
In Millions	Feb. 28, 2021	 	May 31, 2020	
Foreign currency translation adjustments	$	(872.1)	 	$	(889.0)	
Unrealized loss from:	 	 	 	 	 	
Hedge derivatives	 	(16.9)	 	 	(12.6)	
Pension, other postretirement, and postemployment benefits:	 	 	 	 	 	
Net actuarial loss	 	(1,961.6)	 	 	(2,022.5)	
Prior service credits	 	7.9	 	 	9.7	
Accumulated other comprehensive loss	$	(2,842.7)	 	$	(2,914.4)	
 
(9) Stock Plans
 
We have various stock-based compensation programs under which awards, including stock options, restricted stock, restricted stock units, and performance awards, may be granted to employees and non-employee directors. These programs and related accounting are described in Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020.
 
Compensation expense related to stock-based payments recognized in the Consolidated Statements of Earnings was as follows:
 
 	Quarter Ended	 	Nine-Month Period Ended	
In Millions	Feb. 28, 2021	 	 	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 23, 2020	
Compensation expense related to stock-based payments	$	20.8	 	$	18.2	 	$	69.5	 	$	66.0	
 
Windfall tax benefits from stock-based payments in income tax expense in our Consolidated Statements of Earnings were as follows:
 	Quarter Ended	 	Nine-Month Period Ended	
In Millions	Feb. 28, 2021	 	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 23, 2020	
Windfall tax benefits from stock-based payments	$	1.6	 	$	4.1	 	$	8.4	 	$	12.3	
 
As of February 28, 2021, unrecognized compensation expense related to non-vested stock options, restricted stock units, and performance share units was $123.2 million. This expense will be recognized over 21 months, on average.
 
Net cash proceeds from the exercise of stock options less shares used for withholding taxes and the intrinsic value of options exercised were as follows:
 
 	Nine-Month Period Ended	
In Millions	Feb. 28, 2021	 	Feb. 23, 2020	
Net cash proceeds	$	39.4	 	$	109.4	
Intrinsic value of options exercised	$	24.2	 	$	54.0	
 
15

We estimate the fair value of each stock option on the grant date using a Black-Scholes option-pricing model. Black-Scholes option-pricing models require us to make predictive assumptions regarding future stock price volatility, employee exercise behavior, and dividend yield. We estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We also have considered, but did not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than 6 months, is insufficient to provide a reliable measure of expected volatility. Our method of selecting the other valuation assumptions is explained in Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020.
 
The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were as follows:
 
 	Nine-Month Period Ended	
 	Feb. 28, 2021	Feb. 23, 2020	
Estimated fair values of stock options granted	$	8.03	 	$	7.10	 	
Assumptions:	 	 	 	 	 	 	
Risk-free interest rate	 	0.7	%	 	2.0	%	
Expected term	 	8.5	years	 	8.5	years	
Expected volatility	 	19.5	%	 	17.4	%	
Dividend yield	 	3.3	%	 	3.6	%	
 
The total grant date fair value of restricted stock unit awards that vested during the period follows:
 
 	Nine-Month Period Ended	
In Millions	 	Feb. 28, 2021	 	 	Feb. 23, 2020	
Total grant date fair value	$	73.0	 	$	57.1	

(10) Earnings Per Share
 
Basic and diluted earnings per share (EPS) were calculated using the following:
 
 	Quarter Ended	 	Nine-Month Period Ended	
In Millions, Except per Share Data	Feb. 28, 2021	 	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 23, 2020	
Net earnings attributable to General Mills	$	595.7	 	$	454.1	 	$	1,923.0	 	$	1,555.5	
Average number of common shares - basic EPS	 	615.0	 	 	607.9	 	 	614.6	 	 	607.1	
Incremental share effect from: (a)	 	 	 	 	 	 	 	 	 	 	 	
Stock options	 	2.0	 	 	2.6	 	 	2.6	 	 	2.8	
Restricted stock units and performance share units	 	2.4	 	 	2.3	 	 	2.4	 	 	2.2	
Average number of common shares - diluted EPS	 	619.4	 	 	612.8	 	 	619.6	 	 	612.1	
Earnings per share – basic	$	0.97	 	$	0.75	 	$	3.13	 	$	2.56	
Earnings per share – diluted	$	0.96	 	$	0.74	 	$	3.10	 	$	2.54	
(a)Incremental shares from stock options, restricted stock units, and performance share units are computed by the treasury stock method.
 
Stock options, restricted stock units, and performance share units excluded from our computation of diluted EPS because they were not dilutive were as follows:
 
 	 	 	Quarter Ended	 	 	Nine-Month Period Ended	
 	In Millions	Feb. 28, 2021	 	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 23, 2020	
 	Anti-dilutive stock options, restricted stock units, and
performance share units	 	4.8	 	 	10.5	 	 	3.4	 	 	10.4	

16

(11) Statements of Cash Flows
 
Our Consolidated Statements of Cash Flows include the following:
 
 	Nine-Month Period Ended	
In Millions	Feb. 28, 2021	 	Feb. 23, 2020	
Net cash interest payments	$	286.1	 	$	291.2	
Net income tax payments	$	459.8	 	$	387.1	
 
(12) Retirement and Postemployment Benefits
 
Components of net periodic benefit (income) expense are as follows:
 
 	 	Defined Benefit
Pension Plans	 	 	Other Postretirement
Benefit Plans	 	 	Postemployment Benefit Plans	
 	 	Quarter Ended	 	 	Quarter Ended	 	 	Quarter Ended	
In Millions	 	Feb. 28, 2021	 	 	Feb. 23, 2020	 	 	Feb. 28, 2021	 	 	Feb. 23, 2020	 	 	Feb. 28, 2021	 	 	Feb. 23, 2020	
Service cost	$	26.1	 	$	23.3	 	$	2.0	 	$	2.3	 	$	2.3	 	$	2.1	
Interest cost	 	48.0	 	 	57.7	 	 	4.5	 	 	6.8	 	 	0.4	 	 	0.7	
Expected return on plan assets	 	(105.3)	 	 	(112.5)	 	 	(8.7)	 	 	(10.6)	 	 	-	 	 	-	
Amortization of losses (gains)	 	27.1	 	 	26.5	 	 	(1.3)	 	 	(0.5)	 	 	0.7	 	 	0.2	
Amortization of prior service costs (credits)	 	0.3	 	 	0.4	 	 	(1.3)	 	 	(1.3)	 	 	0.1	 	 	0.1	
Other adjustments	 	-	 	 	-	 	 	-	 	 	-	 	 	2.1	 	 	2.2	
Net (income) expense	$	(3.8)	 	$	(4.6)	 	$	(4.8)	 	$	(3.3)	 	$	5.6	 	$	5.3	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Defined Benefit Pension Plans	 	 	Other Postretirement
Benefit Plans	 	 	Postemployment Benefit Plans	
 	 	Nine-Month
Period Ended	 	 	Nine-Month
Period Ended	 	 	Nine-Month
Period Ended	
In Millions	 	Feb. 28, 2021	 	 	Feb. 23, 2020	 	 	Feb. 28, 2021	 	 	Feb. 23, 2020	 	 	Feb. 28, 2021	 	 	Feb. 23, 2020	
Service cost	$	78.1	 	$	69.7	 	$	6.3	 	$	7.1	 	$	6.9	 	$	6.3	
Interest cost	 	143.9	 	 	173.0	 	 	13.5	 	 	20.4	 	 	1.2	 	 	2.0	
Expected return on plan assets	 	(315.4)	 	 	(337.5)	 	 	(26.0)	 	 	(31.6)	 	 	-	 	 	-	
Amortization of losses (gains)	 	81.1	 	 	79.9	 	 	(3.8)	 	 	(1.6)	 	 	2.1	 	 	0.5	
Amortization of prior service costs (credits)	 	0.9	 	 	1.2	 	 	(4.1)	 	 	(4.1)	 	 	0.5	 	 	0.5	
Other adjustments	 	-	 	 	-	 	 	-	 	 	-	 	 	6.5	 	 	6.6	
Net (income) expense	$	(11.4)	 	$	(13.7)	 	$	(14.1)	 	$	(9.8)	 	$	17.2	 	$	15.9	
 
(13) Income Taxes
 
During the first quarter of fiscal 2020, we reorganized certain wholly owned subsidiaries, including the movement of certain assets between legal entities. As a result of these actions, we recorded a $53.1 million decrease to our deferred income tax liabilities, with a corresponding discrete, non-cash reduction to income taxes in the first quarter of fiscal 2020.
 
(14) Contingencies
 
During fiscal 2020, we received notice from the tax authorities of the State of São Paulo, Brazil regarding our compliance with its state sales tax requirements. As a result, we have been assessed additional state sales taxes, interest, and penalties. We believe that we have meritorious defenses against this claim and will vigorously defend our position. As of February 28, 2021, we are unable to estimate any possible loss and have not recorded a loss contingency for this matter.
 
(15) Business Segment and Geographic Information
 
We operate in the packaged foods industry. Our operating segments are as follows: North America Retail; Europe & Australia; Pet; Convenience Stores & Foodservice; and Asia & Latin America.
17

 
Our North America Retail operating segment reflects business with a wide variety of grocery stores, mass merchandisers, membership stores, natural food chains, drug, dollar and discount chains, and e-commerce grocery 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, snack bars, fruit snacks, savory snacks, and a wide variety of organic products including ready-to-eat cereal, frozen and shelf-stable vegetables, meal kits, fruit snacks, snack bars, and refrigerated yogurt.
 
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.
 
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.
 
Our Asia & Latin America operating segment consists of retail and foodservice businesses in the greater Asia and South America regions. Our product categories include super-premium ice cream and frozen desserts, meal kits, dessert and baking mixes, snack bars, salty snacks, refrigerated and frozen dough products, and wellness beverages. We also sell super-premium ice cream and frozen desserts directly to consumers through owned retail shops. Our 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.
 
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.
 
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 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.
 
18

Our operating segment results were as follows:
 
 	 	Quarter Ended	 	 	Nine-Month Period Ended	
In Millions	Feb. 28, 2021	 	 	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 23, 2020	
Net sales:	 	 	 	 	 	 	 	 	 	 	 	
North America Retail	$	2,726.8	 	$	2,501.9	 	$	8,355.3	 	$	7,554.1	
Europe & Australia	 	484.2	 	 	421.9	 	 	1,442.6	 	 	1,308.9	
Pet	 	436.3	 	 	383.5	 	 	1,288.0	 	 	1,140.0	
Asia & Latin America	 	455.6	 	 	408.2	 	 	1,268.3	 	 	1,177.3	
Convenience Stores & Foodservice	 	417.1	 	 	464.8	 	 	1,249.2	 	 	1,423.3	
Total	$	4,520.0	 	$	4,180.3	 	$	13,603.4	 	$	12,603.6	
Operating profit:	 	 	 	 	 	 	 	 	 	 	 	
North America Retail	$	605.7	 	$	532.0	 	$	2,002.8	 	$	1,734.4	
Europe & Australia	 	29.4	 	 	22.1	 	 	118.3	 	 	81.1	
Pet	 	102.3	 	 	94.0	 	 	311.9	 	 	255.7	
Asia & Latin America	 	12.0	 	 	8.1	 	 	62.5	 	 	42.6	
Convenience Stores & Foodservice	 	63.7	 	 	92.1	 	 	211.6	 	 	298.4	
Total segment operating profit	$	813.1	 	$	748.3	 	$	2,707.1	 	$	2,412.2	
Unallocated corporate items	 	(24.5)	 	 	91.7	 	 	98.3	 	 	274.9	
Restructuring, impairment, and other exit costs	 	11.0	 	 	5.8	 	 	11.9	 	 	12.9	
Operating profit	$	826.6	 	$	650.8	 	$	2,596.9	 	$	2,124.4	
 
Net sales for our North America Retail operating units were as follows:
 
 	Quarter Ended	 	Nine-Month Period Ended	
In Millions	Feb. 28, 2021	 	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 23, 2020	
U.S. Meals & Baking	$	1,165.8	 	$	1,010.6	 	$	3,629.0	 	$	3,005.5	
U.S. Cereal	 	614.1	 	 	563.9	 	 	1,862.3	 	 	1,725.6	
U.S. Snacks	 	476.1	 	 	491.0	 	 	1,479.4	 	 	1,513.0	
Canada	 	245.3	 	 	217.3	 	 	702.5	 	 	652.7	
U.S. Yogurt and Other	 	225.5	 	 	219.1	 	 	682.1	 	 	657.3	
Total	$	2,726.8	 	$	2,501.9	 	$	8,355.3	 	$	7,554.1	
 
Net sales by class of similar products were as follows:
 
 	Quarter Ended	 	Nine-Month Period Ended	
In Millions	Feb. 28, 2021	 	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 23, 2020	
Snacks	$	871.9	 	$	840.4	 	$	2,608.6	 	$	2,547.7	
Convenient meals	 	785.0	 	 	706.0	 	 	2,334.8	 	 	1,961.2	
Cereal	 	715.4	 	 	674.5	 	 	2,168.7	 	 	2,048.1	
Yogurt	 	505.3	 	 	499.8	 	 	1,513.5	 	 	1,510.1	
Dough	 	498.0	 	 	440.6	 	 	1,456.8	 	 	1,309.6	
Baking mixes and ingredients	 	416.8	 	 	394.6	 	 	1,293.6	 	 	1,211.6	
Pet	 	436.3	 	 	383.5	 	 	1,288.0	 	 	1,140.0	
Super-premium ice cream	 	164.0	 	 	131.5	 	 	596.4	 	 	551.3	
Other	 	127.3	 	 	109.4	 	 	343.0	 	 	324.0	
Total	$	4,520.0	 	$	4,180.3	 	$	13,603.4	 	$	12,603.6	
19

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

INTRODUCTION
 
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the MD&A included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020 for important background regarding, among other things, our key business drivers. Significant trademarks and service marks used in our business are set forth in italics herein. Certain terms used throughout this report are defined in the “Glossary” section below.
 
As the COVID-19 pandemic continues, we expect the largest factor impacting our fiscal 2021 performance will be the relative balance of at-home versus away-from-home consumer food demand. At-home food demand has remained elevated relative to pre-pandemic levels, though it has moderated from the fourth quarter of fiscal 2020. We will continue to evaluate the nature and extent of the impact to our business and consolidated results of operations.
 
CONSOLIDATED RESULTS OF OPERATIONS
 
Third Quarter Results
 
In the third quarter of fiscal 2021, net sales increased 8 percent compared to the same period last year. Organic net sales increased 7 percent compared to the same period last year. Operating profit margin of 18.3 percent increased 270 basis points, primarily driven by favorable net price realization and mix, a favorable change to the mark-to-market valuation of certain commodity positions and grain inventories, favorable net corporate investment activity, and a larger increase in net sales as compared to the increase in selling, general, and administrative (SG&A) expenses, partially offset by higher input costs. Adjusted operating profit margin decreased 30 basis points to 15.8 percent compared to the same period last year, primarily driven by higher input costs, partially offset by favorable net price realization and mix and a larger increase in net sales as compared to the increase in SG&A expenses. Diluted earnings per share of $0.96 increased 30 percent in the third quarter of fiscal 2021. Adjusted diluted earnings per share of $0.82 increased 6 percent on a constant-currency basis compared to the third quarter of fiscal 2020. See the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP.
 
A summary of our consolidated financial results for the third quarter of fiscal 2021 follows:
 
Quarter Ended Feb. 28, 2021	In millions, except per share	 	Quarter Ended
Feb. 28, 2021 vs. Feb. 23, 2020	Percent
of Net
Sales	Constant-Currency Growth (a)	
Net sales	$	4,520.0	 	8	%	 	 	 	 	
Operating profit	 	826.6	 	27	%	18.3	%	 	 	
Net earnings attributable to General Mills	 	595.7	 	31	%	 	 	 	 	
Diluted earnings per share	$	0.96	 	30	%	 	 	 	 	
Organic net sales growth rate (a)	 	 	 	7	%	 	 	 	 	
Adjusted operating profit (a)	 	715.6	 	6	%	15.8	%	5	%	
Adjusted diluted earnings per share (a)	$	0.82	 	6	%	 	 	6	%	
(a) See the "Non-GAAP Measures" section below for our use of measures not defined by GAAP.	 	
 
Consolidated net sales were as follows:
 
 	Quarter Ended	
 	Feb. 28, 2021	 	Feb. 28, 2021 vs
Feb. 23, 2020	Feb. 23, 2020	
Net sales (in millions)	$	4,520.0	 	8%	 	$	4,180.3	
Contributions from volume growth (a)	 	 	 	5	pts	 	 	
Net price realization and mix	 	 	 	3	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 8 percent increase in net sales in the third quarter of fiscal 2021 reflects an increase in contributions from volume growth, favorable net price realization and mix, and favorable foreign currency exchange.
 
20

Components of organic net sales growth are shown in the following table:
 
Quarter Ended Feb. 28, 2021 vs	 	 	 	
Quarter Ended Feb. 23, 2020	 	 	 	
Contributions from organic volume growth (a)	 	5	pts	
Organic net price realization and mix	 	3	pts	
Organic net sales growth	 	7	pts	
Foreign currency exchange	 	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.	
 
Organic net sales increased 7 percent in the third quarter of fiscal 2021 primarily driven by an increase in contributions from organic volume growth and favorable organic net price realization and mix.
 
Cost of sales increased $189 million to $2,966 million in the third quarter of fiscal 2021 compared to the same period in fiscal 2020. The increase was primarily driven by a $135 million increase attributable to product rate and mix and a $125 million increase due to higher volume. We recorded a $56 million net decrease in cost of sales related to the mark-to-market valuation of certain commodity positions and grain inventories in the third quarter of fiscal 2021 compared to a net increase of $9 million in the third quarter of fiscal 2020. In addition, we recorded $1 million of restructuring charges in cost of sales in the third quarter of fiscal 2021 compared to $7 million in the third quarter of fiscal 2020 (please refer to Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report).
 
SG&A expenses decreased $30 million to $716 million in the third quarter of fiscal 2021 compared to the same period in fiscal 2020, primarily reflecting favorable net corporate investment activity, partially offset by higher administrative expenses and increased media and advertising expenses. SG&A expenses as a percent of net sales in the third quarter of fiscal 2021 decreased 210 basis points compared to the third quarter of fiscal 2020.
 
Restructuring, impairment, and other exit costs totaled $11 million in the third quarter of fiscal 2021, primarily related to Asia & Latin America route-to-market and supply chain optimization actions. We recorded $6 million of charges in the same period last year related to restructuring actions previously announced (please refer to Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report).
 
Benefit plan non-service income totaled $33 million in the third quarter of fiscal 2021 compared to $30 million in the same period last year, primarily reflecting lower interest costs, partially offset by lower expected return on plan assets.
 
Interest, net for the third quarter of fiscal 2021 totaled $106 million, down $4 million from the third quarter of fiscal 2020, primarily driven by lower rates.
 
The effective tax rate for the third quarter of fiscal 2021 was 21.5 percent compared to 20.7 percent for the third quarter of fiscal 2020. The 0.8 percentage point increase was primarily due to certain nonrecurring discrete tax benefits in the third quarter of fiscal 2020, partially offset by favorable changes in earnings mix by jurisdiction in fiscal 2021. Our adjusted effective tax rate was 21.6 percent in the third quarter of fiscal 2021 compared to 21.0 percent in the same period last year (see the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP). The 0.6 percentage point increase was primarily due to certain nonrecurring discrete tax benefits in fiscal 2020, partially offset by favorable changes in the earnings mix by jurisdiction in fiscal 2021.
 
21

After-tax earnings from joint ventures for the third quarter of fiscal 2021 increased to $12 million compared to $11 million in the same period in fiscal 2020, primarily driven by higher net sales at Cereal Partners Worldwide (CPW) and Haagen-Dazs Japan, Inc. (HDJ), partially offset by higher SG&A expenses at CPW and HDJ. 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 measures not defined by GAAP). The components of our joint ventures’ net sales growth are shown in the following table:
 
Quarter Ended Feb. 28, 2021 vs	 	 	 	 	 	 	 	
Quarter Ended Feb. 23, 2020	 	CPW	HDJ	Total	
Contributions from volume growth (a)	 	6	pts	(1)	pt	 	 	
Net price realization and mix	 	Flat	 	3	pts	 	 	
Net sales growth in constant currency	 	5	pts	1	pt	4	pts	
Foreign currency exchange	 	1	pt	5	pts	2	pts	
Net sales growth	 	6	pts	6	pts	6	pts	
Note: Table may not foot due to rounding.	
(a) Measured in tons based on the stated weight of our product shipments.	
 
Average diluted shares outstanding increased by 7 million in the third quarter of fiscal 2021 from the same period a year ago primarily due to option exercises.
 
Nine-Month Results
 
In the nine-month period ended February 28, 2021, net sales and organic net sales increased 8 percent compared to the same period last year. Operating profit margin of 19.1 percent increased 220 basis points, primarily driven by favorable net price realization and mix, a favorable change to the mark-to-market valuation of certain commodity positions and grain inventories, favorable net corporate investment activity, and a larger increase in net sales as compared to the increase in SG&A expenses, partially offset by higher input costs. Adjusted operating profit margin increased 50 basis points to 17.7 percent, primarily driven by favorable net price realization and mix and a larger increase in net sales as compared to the increase in SG&A expenses, partially offset by higher input costs. Diluted earnings per share of $3.10 increased 22 percent in the nine-month period ended February 28, 2021, and adjusted diluted earnings per share of $2.88 increased 14 percent on a constant-currency basis compared to the same period last year (see the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).
 
A summary of our consolidated financial results for the nine-month period ended February 28, 2021, follows:
 
Nine-Month Period Ended Feb. 28, 2021	In millions, except per share	 	Nine-Month Period Ended Feb. 28, 2021 vs. Feb. 23, 2020	Percent of Net Sales	Constant-Currency
Growth (a)	
Net sales	$	13,603.4	 	8	%	 	 	 	 	
Operating profit	 	2,596.9	 	22	%	19.1	%	 	 	
Net earnings attributable to General Mills	 	1,923.0	 	24	%	 	 	 	 	
Diluted earnings per share	$	3.10	 	22	%	 	 	 	 	
Organic net sales growth rate (a)	 	 	 	8	%	 	 	 	 	
Adjusted operating profit (a)	 	2,413.6	 	11	%	17.7	%	11	%	
Adjusted diluted earnings per share (a)	$	2.88	 	15	%	 	 	14	%	
(a) See the "Non-GAAP Measures" section below for our use of measures not defined by GAAP.	 	
 
22

Consolidated net sales were as follows:
 
 	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 28, 2021 vs Feb. 23, 2020	Feb. 23, 2020	
Net sales (in millions)	$	13,603.4	 	8	%	$	12,603.6	
Contributions from volume growth (a)	 	 	 	5	pts	 	 	
Net price realization and mix	 	 	 	3	pts	 	 	
Foreign currency exchange	 	 	 	Flat	 	 	 	
Note: Table may not foot due to rounding.	
(a) Measured in tons based on the stated weight of our product shipments.	 	 	 	
 
The 8 percent increase in net sales for the nine-month period ended February 28, 2021, reflects an increase in contributions from volume growth and favorable net price realization and mix.
 
Components of organic net sales growth are shown in the following table:
 
Nine-Month Period Ended Feb. 28, 2021 vs.	 	 	 	
Nine-Month Period Ended Feb. 23, 2020	 	 	 	
Contributions from organic volume growth (a)	 	5	pts	
Organic net price realization and mix	 	3	pts	
Organic net sales growth	 	8	pts	
Foreign currency exchange	 	Flat	 	
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.
 
Organic net sales increased 8 percent in the nine-month period ended February 28, 2021, driven by an increase in contributions from organic volume growth and favorable organic net price realization and mix.
 
Cost of sales increased $496 million to $8,738 million in the nine-month period ended February 28, 2021, compared to the same period in fiscal 2020. The increase was driven by a $423 million increase due to higher volume and a $215 million increase attributable to product rate and mix. We recorded a $118 million net decrease in cost of sales related to the mark-to-market valuation of certain commodity positions and grain inventories in the nine-month period ended February 28, 2021, compared to a net increase of $1 million in the nine-month period ended February 23, 2020. In addition, we recorded $2 million of restructuring charges in cost of sales in the nine-month period ended February 28, 2021, compared to $24 million of restructuring charges and $1 million of restructuring initiative project-related costs in the same period last year (please refer to Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report).
 
SG&A expenses increased $32 million to $2,257 million in the nine-month period ended February 28, 2021, compared to the same period in fiscal 2020, primarily reflecting higher media and advertising expenses, increased administrative expenses, and increased other consumer-related expenses, partially offset by favorable net corporate investment activity. SG&A expenses as a percent of net sales in the nine-month period ended February 28, 2021, decreased 100 basis points compared to the same period of fiscal 2020.
 
Restructuring, impairment, and other exit costs totaled $12 million in the nine-month period ended February 28, 2021, compared to $13 million in the same period last year. We recorded restructuring charges of $11 million in the nine-month period ended February 28, 2021, related to Asia & Latin America route-to-market and supply chain optimization actions (please refer to Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report).
 
Benefit plan non-service income totaled $100 million in the nine-month period ended February 28, 2021, compared to $91 million in the same period last year, primarily reflecting lower interest costs, partially offset by lower expected returns on plan assets.
 
Interest, net for the nine-month period ended February 28, 2021, decreased $30 million to $318 million compared to the same period of fiscal 2020, primarily driven by lower rates and lower average debt balances.
 
The effective tax rate for the nine-month period ended February 28, 2021, was 22.0 percent compared to 18.3 percent for the same period last year. The 3.7 percentage point increase was primarily due to the net benefit related to the reorganization of certain wholly owned subsidiaries and certain nonrecurring discrete tax benefits in fiscal 2020, partially offset by favorable changes in earnings mix by jurisdiction in fiscal 2021. Our adjusted effective tax rate was 21.9 percent in the nine-month period ended February 28, 2021,
23

compared to 21.3 percent in the same period of fiscal 2020 (see the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP). The 0.6 percentage point increase was primarily due to certain nonrecurring discrete tax benefits in fiscal 2020, partially offset by favorable changes in the earnings mix by jurisdiction in fiscal 2021.
 
After-tax earnings from joint ventures increased to $90 million for the nine-month period ended February 28, 2021 compared to $58 million in the same period in fiscal 2020, primarily driven by higher net sales at CPW and HDJ. On a constant-currency basis, after-tax earnings from joint ventures increased 54 percent (see the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP). The components of our joint ventures’ net sales growth are shown in the following table:
 
Nine-Month Period Ending Feb. 28, 2021 vs.	 	 	 	 	 	
Nine-Month Period Ended Feb. 23, 2020	 	CPW	HDJ	Total	
Contributions from volume growth (a)	 	6	pts	Flat	 	 	 	
Net price realization and mix	 	1	pt	4	pts	 	 	
Net sales growth in constant currency	 	7	pts	4	pts	7	pts	
Foreign currency exchange	 	(1)	pt	3	pts	Flat	 	
Net sales growth	 	6	pts	7	pts	6	pts	
Note: Table may not foot due to rounding	
(a) Measured in tons based on the stated weight of our product shipments.	 	 	
 
Average diluted shares outstanding increased by 8 million in the nine-month period ended February 28, 2021, from the same period a year ago primarily due to option exercises.
 
SEGMENT OPERATING RESULTS
 
Our businesses are organized into five operating segments: North America Retail; Europe & Australia; Pet; Asia & Latin America; and Convenience Stores & Foodservice. Please refer to Note 15 of the Consolidated Financial Statements in Part I, Item 1 of this report for a description of our operating segments.
 
North America Retail Segment Results
 
North America Retail net sales were as follows:
 
 	Quarter Ended	 	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 28, 2021 vs Feb. 23, 2020	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 28, 2021 vs Feb. 23, 2020	Feb. 23, 2020	
Net sales (in millions)	$	2,726.8	 	9	%	$	2,501.9	 	$	8,355.3	 	11	%	$	7,554.1	
Contributions from volume growth (a)	 	 	 	9	pts	 	 	 	 	 	 	12	pts	 	 	
Net price realization and mix	 	 	 	Flat	 	 	 	 	 	 	 	(1)	pt	 	 	
Foreign currency exchange	 	 	 	Flat	 	 	 	 	 	 	 	Flat	 	 	 	
Note: Table may not foot due to rounding.
(a)Measured in tons based on the stated weight of our product shipments.
 
North America Retail net sales increased 9 percent in the third quarter of fiscal 2021 compared to the same period in fiscal 2020, driven by an increase in contributions from volume growth.
 
North America Retail net sales increased 11 percent in the nine-month period ended February 28, 2021 compared to the same period in fiscal 2020, driven by an increase in contributions from volume growth, partially offset by unfavorable net price realization and mix.
 
24

The components of North America Retail organic net sales growth are shown in the following table:
 
 	Quarter Ended	 	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 28, 2021	
Contributions from organic volume growth (a)	9	pts	 	12	pts	
Organic net price realization and mix	Flat	 	 	(1)	pt	
Organic net sales growth	9	pts	 	11	pts	
Foreign currency exchange	Flat	 	 	Flat	 	
Net sales growth	9	pts	 	11	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 9 percent in the third quarter of fiscal 2021 compared to the same period in fiscal 2020, driven by an increase in contributions from organic volume growth.
 
North America Retail organic net sales increased 11 percent in the nine-month period ended February 28, 2021, compared to the same period in fiscal 2020, driven by an increase in contributions from organic volume growth, partially offset by unfavorable organic net price realization and mix.
 
North America Retail net sales percentage change by operating unit are shown in the following table:
 
 	Quarter Ended	 	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 28, 2021	
U.S. Meals & Baking	15	%	 	21	%	
U.S. Cereal	9	 	 	8	 	
Canada (a)	13	 	 	8	 	
U.S. Snacks	(3)	 	 	(2)	 	
U.S. Yogurt and Other	3	 	 	4	 	
Total	9	%	 	11	%	
(a)On a constant-currency basis, Canada net sales increased 9 percent for the third quarter of fiscal 2021 and increased 7 percent for the nine-month period ended February 28, 2021, compared to the same periods in fiscal 2020. See the "Non-GAAP Measures" section below for our use of this measure not defined by GAAP.
 
Segment operating profit increased 14 percent to $606 million in the third quarter of fiscal 2021 compared to $532 million in the same period in fiscal 2020, primarily driven by an increase in contributions from volume growth, partially offset by higher input costs. Segment operating profit increased 14 percent on a constant-currency basis in the third quarter of fiscal 2021 compared to the same period in fiscal 2020 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
 
Segment operating profit increased 15 percent to $2,003 million in the nine-month period ended February 28, 2021 from $1,734 million in the same period in fiscal 2020, primarily driven by an increase in contributions from volume growth and lower input costs, partially offset by unfavorable net price realization and mix and higher SG&A expenses, including increased media and advertising expenses. Segment operating profit increased 15 percent on a constant-currency basis in the nine-month period ended February 28, 2021, compared to the same period in fiscal 2020 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
 
25

Europe & Australia Segment Results
 
Europe & Australia net sales were as follows:
 
 	Quarter Ended	 	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 28, 2021 vs Feb. 23, 2020	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 28, 2021 vs Feb. 23, 2020	Feb. 23, 2020	
Net sales (in millions)	$	484.2	 	15	%	$	421.9	 	$	1,442.6	 	10	%	$	1,308.9	
Contributions from volume growth (a)	 	 	 	2	pts	 	 	 	 	 	 	Flat	 	 	 	
Net price realization and mix	 	 	 	4	pts	 	 	 	 	 	 	4	pts	 	 	
Foreign currency exchange	 	 	 	9	pts	 	 	 	 	 	 	6	pts	 	 	
Note: Table may not foot due to rounding.	 	 	 	 	 	 	 	 	
(a) Measured in tons based on the stated weight of our product shipments.	
 
Europe & Australia net sales increased 15 percent in the third quarter of fiscal 2021 compared to the same period in fiscal 2020, driven by favorable foreign currency exchange, favorable net price realization and mix, and an increase in contributions from volume growth.
 
Europe & Australia net sales increased 10 percent in the nine-month period ended February 28, 2021, compared to the same period in fiscal 2020, driven by favorable foreign currency exchange and favorable net price realization and mix.
 
The components of Europe & Australia organic net sales growth are shown in the following table:
 
 	Quarter Ended	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 28, 2021	
Contributions from organic volume growth (a)	2	pts	 	1	pt	
Organic net price realization and mix	4	pts	 	5	pts	
Organic net sales growth	7	pts	 	5	pts	
Foreign currency exchange	9	pts	 	6	pts	
Divestiture	(1)	pt	 	(1)	pt	
Net sales growth	15	pts	 	10	pts	
Note: Table may not foot due to rounding.
(a)Measured in tons based on the stated weight of our product shipments.
 
Europe & Australia organic net sales increased 7 percent in the third quarter of fiscal 2021 compared to the same period in fiscal 2020, driven by favorable organic net price realization and mix and an increase in contributions from organic volume growth.
 
Europe & Australia organic net sales increased 5 percent in the nine-month period ended February 28, 2021, compared to the same period in fiscal 2020, driven by favorable organic net price realization and mix and an increase in contributions from organic volume growth.
 
Segment operating profit increased 33 percent to $29 million in the third quarter of fiscal 2021 from $22 million in the same period in fiscal 2020, primarily driven by favorable net price realization and mix, an increase in contributions from volume growth, and lower SG&A expenses, partially offset by higher input costs. Segment operating profit increased 24 percent on a constant-currency basis in the third quarter of fiscal 2021 compared to the same period in fiscal 2020 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
 
Segment operating profit increased 46 percent to $118 million in the nine-month period ended February 28, 2021, from $81 million in the same period in fiscal 2020, primarily driven by favorable net price realization and mix, partially offset by higher input costs. Segment operating profit increased 40 percent on a constant-currency basis in the nine-month period ended February 28, 2021, compared to the same period in fiscal 2020 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
 
26

Pet Segment Results
 
Pet net sales were as follows:
 
 	Quarter Ended	 	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 28, 2021 vs Feb. 23, 2020	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 28, 2021 vs Feb. 23, 2020	Feb. 23, 2020	
Net sales (in millions)	$	436.3	 	14	%	$	383.5	 	$	1,288.0	 	13	%	$	1,140.0	
Contributions from volume growth (a)	 	 	 	16	pts	 	 	 	 	 	 	14	pts	 	 	
Net price realization and mix	 	 	 	(3)	pts	 	 	 	 	 	 	(1)	pt	 	 	
Foreign currency exchange	 	 	 	Flat	 	 	 	 	 	 	 	Flat	 	 	 	
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 14 percent during the third quarter of fiscal 2021 compared to the same period in fiscal 2020, driven by an increase in contributions from volume growth, partially offset by unfavorable net price realization and mix.
 
Pet net sales increased 13 percent during the nine-month period ended February 28, 2021, compared to the same period in fiscal 2020, driven by an increase in contributions from volume growth, partially offset by unfavorable net price realization and mix.
 
The components of Pet organic net sales growth are shown in the following table:
 
 	Quarter Ended	 	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 28, 2021	
Contributions from organic volume growth (a)	16	pts	 	14	pts	
Organic net price realization and mix	(3)	pts	 	(1)	pt	
Organic net sales growth	14	pts	 	13	pts	
Foreign currency exchange	Flat	 	 	Flat	 	
Net sales growth	14	pts	 	13	pts	
Note: Table may not foot due to rounding.	 	 	 	
(a) Measured in tons based on the stated weight of our product shipments.	 	 	 	
 
Segment operating profit increased 9 percent to $102 million in the third quarter of fiscal 2021 compared to $94 million in the same period in fiscal 2020, primarily driven by an increase in contributions from volume growth, partially offset by unfavorable net price realization and mix, higher input costs, and higher SG&A expenses. Segment operating profit increased 9 percent on a constant-currency basis in the third quarter of fiscal 2021 compared to the same period in fiscal 2020 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
 
Segment operating profit increased 22 percent to $312 million in the nine-month period ended February 28, 2021 compared to $256 million in the same period in fiscal 2020, primarily driven by an increase in contributions from volume growth and lower input costs, partially offset by higher SG&A expenses, including increased media and advertising expenses, and unfavorable net price realization and mix. Segment operating profit increased 22 percent on a constant-currency basis in the nine-month period ended February 28, 2021 compared to the same period in fiscal 2020 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
 
27

Asia & Latin America Segment Results
 
Asia & Latin America net sales were as follows:
 
 	Quarter Ended	 	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 28, 2021 vs
Feb. 23, 2020	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 28, 2021 vs
Feb. 23, 2020	Feb. 23, 2020	
Net sales (in millions)	$	455.6	 	12	%	$	408.2	 	$	1,268.3	 	8	%	$	1,177.3	
Contributions from volume growth (a)	 	 	 	9	pts	 	 	 	 	 	 	12	pts	 	 	
Net price realization and mix	 	 	 	5	pts	 	 	 	 	 	 	1	pt	 	 	
Foreign currency exchange	 	 	 	(3)	pts	 	 	 	 	 	 	(6)	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 increased 12 percent in the third quarter of fiscal 2021 compared to the same period in fiscal 2020, driven by an increase in contributions from volume growth and favorable net price realization and mix, partially offset by unfavorable foreign currency exchange.
 
Asia & Latin America net sales increased 8 percent in the nine-month period ended February 28, 2021, compared to the same period in fiscal 2020, driven by an increase in contributions from volume growth and favorable net price realization and mix, partially offset by unfavorable foreign currency exchange.
 
The components of Asia & Latin America organic net sales growth are shown in the following table:
 
 	 	Quarter Ended	 	Nine-Month Period Ended	
 	 	Feb. 28, 2021	 	Feb. 28, 2021	
Contributions from organic volume growth (a)	 	9	pts	 	12	pts	
Organic net price realization and mix	 	5	pts	 	1	pt	
Organic net sales growth	 	14	pts	 	13	pts	
Foreign currency exchange	 	(3)	pts	 	(6)	pts	
Net sales growth	 	12	pts	 	8	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 organic net sales increased 14 percent in the third quarter of fiscal 2021 compared to the same period in fiscal 2020, driven by an increase in contributions from organic volume growth and favorable organic net price realization and mix.
 
Asia & Latin America organic net sales increased 13 percent in the nine-month period ended February 28, 2021 compared to the same period in fiscal 2020, driven by an increase in contributions from organic volume growth and favorable organic net price realization and mix.
 
Segment operating profit increased 48 percent to $12 million in the third quarter of fiscal 2021 from $8 million in the same period in fiscal 2020, primarily driven by favorable net price realization and mix and an increase in contributions from volume growth, partially offset by higher input costs. Segment operating profit increased 18 percent on a constant-currency basis in the third quarter of fiscal 2021 compared to the same period in fiscal 2020 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
 
28

Segment operating profit increased 47 percent to $62 million in the nine-month period ended February 28, 2021, compared to $43 million in the same period in fiscal 2020, primarily driven by an increase in contributions from volume growth, favorable net price realization and mix, and favorable foreign currency exchange, partially offset by higher input costs and higher SG&A expenses, including increased media and advertising expenses. Segment operating profit increased 24 percent on a constant-currency basis in the nine-month period ended February 28, 2021 compared to the same period in fiscal 2020 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
 
Convenience Stores & Foodservice Segment Results
 
Convenience Stores & Foodservice net sales were as follows:
 
 	Quarter Ended	 	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 28, 2021 vs Feb. 23, 2020	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 28, 2021 vs Feb. 23, 2020	Feb. 23, 2020	
Net sales (in millions)	$	417.1	 	(10)	%	$	464.8	 	$	1,249.2	 	(12)	%	$	1,423.3	
Contributions from volume growth (a)	 	 	 	(7)	pts	 	 	 	 	 	 	(9)	pts	 	 	
Net price realization and mix	 	 	 	(3)	pts	 	 	 	 	 	 	(3)	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 10 percent in the third quarter of fiscal 2021 compared to the same period in fiscal 2020, driven by a decrease in contributions from volume growth and unfavorable net price realization and mix.
 
Convenience Stores & Foodservice net sales decreased 12 percent in the nine-month period ended February 28, 2021, compared to the same period in fiscal 2020, driven by 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:
 
 	Quarter Ended	 	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 28, 2021	
Contributions from organic volume growth (a)	(7)	pts	 	(9)	pts	
Organic net price realization and mix	(3)	pts	 	(3)	pts	
Organic net sales growth	(10)	pts	 	(12)	pts	
Net sales growth	(10)	pts	 	(12)	pts	
Note: Table may not foot due to rounding.
(a)Measured in tons based on the stated weight of our product shipments.
 
Segment operating profit decreased 31 percent to $64 million in the third quarter of fiscal 2021 compared to $92 million in the same period in fiscal 2020, primarily driven by unfavorable net price realization and mix, a decrease in contributions from volume growth, and higher input costs.
 
Segment operating profit decreased 29 percent to $212 million in the nine-month period ended February 28, 2021, compared to $298 million in the same period in fiscal 2020, primarily driven by unfavorable net price realization and mix, a decrease in contributions from volume growth, and higher input costs.

UNALLOCATED CORPORATE ITEMS
 
Unallocated corporate items totaled $24 million of income in the third quarter of fiscal 2021 compared to expense of $92 million in the same period in fiscal 2020. We recorded a $56 million net decrease in expense related to the mark-to-market valuation of certain commodity positions and grain inventories in the third quarter of fiscal 2021 compared to a $9 million net increase in expense in the same period last year. We recorded $59 million of net gains related to valuation adjustments and the gain on sale of certain corporate investments in the third quarter of fiscal 2021 compared to $3 million of losses related to valuation adjustments in the third quarter of fiscal 2020. We recorded $1 million of restructuring charges in cost of sales in the third quarter of fiscal 2021 compared to $7 million in the same period last year. We also recorded an $8 million favorable adjustment related to a product recall in our international Green Giant business in the third quarter of fiscal 2021.
 
Unallocated corporate expense totaled $98 million in the nine-month period ended February 28, 2021, compared to $275 million in the same period last year. We recorded a $118 million net decrease in expense related to the mark-to-market valuation of certain
29

commodity positions and grain inventories in the nine-month period ended February 28, 2021, compared to a $1 million net increase in expense in the same period last year. We recorded $78 million of net gains related to valuation adjustments and the gain on sale of certain corporate investments in the nine-month period ended February 28, 2021, compared to $7 million of net losses related to valuation adjustments and the loss on sale of certain corporate investments in the same period last year. In the nine-month period ended February 28, 2021, we recorded $2 million of restructuring charges in cost of sales, compared to $24 million of restructuring charges and $1 million of restructuring initiative project-related costs in cost of sales in the same period last year.
 
LIQUIDITY
 
During the nine-month period ended February 28, 2021, cash provided by operations was $2,208 million compared to $2,160 million in the same period last year. The $48 million increase was primarily driven by a $362 million increase in net earnings and a $109 million change in deferred income taxes, partially offset by a $237 million change in current assets and liabilities and a $140 million change in other non-cash items in net earnings, including $77 million of gains related to valuation adjustments on certain corporate investments. The $237 million change in current assets and liabilities was primarily driven by a $305 million change in inventories, partially offset by an $88 million change in other current liabilities primarily driven by changes in trade promotion accruals.
 
Cash used by investing activities during the nine-month period ended February 28, 2021, was $332 million compared to $305 million for the same period in fiscal 2020. Investments of $346 million in land, buildings, and equipment in the nine-month period ended February 28, 2021, increased by $77 million compared to the same period a year ago.
 
Cash used by financing activities during the nine-month period ended February 28, 2021, was $853 million compared to $1,691 million in the same period in fiscal 2020. We had $321 million of net debt issuances in the nine-month period ended February 28, 2021, compared to $812 million of net debt repayments in the same period a year ago. We paid $932 million of dividends in the nine-month period ended February 28, 2021, compared to $895 million in the same period last year. In addition, we paid a participation incentive of $201 million related to a debt exchange in the nine-month period ended February 28, 2021.
 
Our sources of liquidity were not materially impacted by the COVID-19 pandemic.
 
As of February 28, 2021, we had $853 million of cash and cash equivalents held in foreign jurisdictions. In anticipation of repatriating funds from foreign jurisdictions, we record local country withholding taxes on our international earnings, as applicable. As such, we may repatriate our cash and cash equivalents held by our foreign subsidiaries without such funds being subject to further U.S. income tax liability. Earnings prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested in those jurisdictions.
 
CAPITAL RESOURCES
 
Our capital structure was as follows:
 
In Millions	Feb. 28, 2021	 	May 31, 2020	
Notes payable	$	184.6	 	$	279.0	
Current portion of long-term debt	 	3,899.8	 	 	2,331.5	
Long-term debt	 	9,766.6	 	 	10,929.0	
Total debt	 	13,851.0	 	 	13,539.5	
Redeemable interest	 	596.0	 	 	544.6	
Noncontrolling interests	 	297.6	 	 	291.0	
Stockholders' equity	 	8,890.3	 	 	8,058.5	
Total capital	$	23,634.9	 	$	22,433.6	
 
The following table details the fee-paid committed and uncommitted credit lines we had available as of February 28, 2021:
 
In Billions	Facility
Amount	 	Borrowed Amount	
Credit facility expiring:	 	 	 	 	 	
May 2022	$	2.7	 	$	-	
September 2022	 	0.2	 	 	0.1	
Total committed credit facilities	 	2.9	 	 	0.1	
Uncommitted credit facilities	 	0.6	 	 	0.1	
Total committed and uncommitted credit facilities	$	3.5	 	$	0.2	
 
30

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 interests 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. 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 February 28, 2021, the redemption value of the redeemable interest was $596 million, which approximates its fair value.
 
On March 23, 2021, subsequent to the end of the third quarter of fiscal 2021, we entered into a non-binding memorandum of understanding to sell our 51 percent controlling interest in our European Yoplait business to Sodiaal. As part of the proposed transaction, we would obtain Sodiaal’s 49 percent ownership interest in our Canadian yogurt business, making the Canadian yogurt business a wholly owned subsidiary. The proposed transaction is expected to close in fiscal 2022, subject to labor consultations, regulatory filings, and other customary closing conditions.
 
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, 2018, the floating preferred return rate on GMC’s Class A Interests was reset to the sum of three-month LIBOR plus 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.
 
To ensure availability of funds, we maintain bank credit lines 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.
 
Certain of our long-term debt agreements, our credit facilities, and our noncontrolling interests contain restrictive covenants. As of February 28, 2021, we were in compliance with all of these covenants.
 
We have $3,900 million of long-term debt maturing in the next 12 months that is classified as current, including $850 million of floating-rate notes due April 2021, $600 million of 3.2 percent notes due April 2021, €200 million of 2.2 percent fixed-rate notes due June 2021, €500 million of 0.0 percent fixed-rate notes due August 2021, €500 million of 0.0 percent fixed-rate notes due November 2021, and $1 billion of 3.15 percent fixed-rate notes due December 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.
 
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
 
There were no material changes outside the ordinary course of our business in our contractual obligations or off-balance sheet arrangements during the third quarter of fiscal 2021.
 
SIGNIFICANT ACCOUNTING ESTIMATES
 
Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020. The accounting policies used in preparing our interim fiscal 2021 Consolidated Financial Statements are the same as those described in our Form 10-K with the exception of the new accounting requirements adopted in the first quarter of fiscal 2021 related to the measurement of credit losses on financial instruments, including trade receivables. Please see Note 1 to the Consolidated Financial Statements in Part I, Item 1 of this report for additional information.
 
Our significant accounting estimates are those that have meaningful impact on the reporting of our financial condition and results of operations. These estimates include our accounting for revenue recognition, valuation of long-lived assets, intangible assets, redeemable interest, stock-based compensation, income taxes, and defined benefit pension, other postretirement benefit, and postemployment benefit plans. The assumptions and methodologies used in the determination of those estimates as of February 28, 2021, are the same as those described in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020.
 
31

Our annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of the second quarter of fiscal 2021, and we determined there was no impairment of our intangible assets as their related fair values were substantially in excess of the carrying values.
 
While having significant coverage as of our fiscal 2021 assessment date, the Europe & Australia reporting unit and the Progresso, Green Giant, and EPIC brand intangible assets had risk of decreasing coverage. We will continue to monitor these businesses for potential impairment.
 ‌
 
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 
In March 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 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 are analyzing the impact of this guidance on our results of operations and 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 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.
 
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 measurement of our performance for incentive compensation purposes. We believe that organic net sales growth rates provide useful information to investors because they provide transparency to underlying performance in our net sales by excluding the effect that foreign currency exchange rate fluctuations, acquisitions, divestitures, and a 53rd week, when applicable, have on year-to-year comparability. A reconciliation of these measures to reported net sales growth rates, the relevant GAAP measures, are included in our Consolidated Results of Operations and Results of Segment Operations discussions in the MD&A above.
 
32

Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating Profit Margin)
 
We believe this measure provides useful information to investors because it is important for assessing our operating profit margin on a comparable basis.
 
Our adjusted operating profit margins are calculated as follows:
 
 	Quarter Ended	
 	 	Feb. 28, 2021	 	 	Feb. 23, 2020	 	
In Millions	 	Value	 	Percent of
Net Sales	 	 	Value	 	Percent of
Net Sales	
Operating profit as reported	$	826.6	 	18.3	%	 	$	650.8	 	15.6	%	
Mark-to-market effects (a)	 	(55.7)	 	(1.2)	%	 	 	8.6	 	0.2	%	
Investment activity, net (b)	 	(59.3)	 	(1.3)	%	 	 	3.0	 	0.1	%	
Restructuring charges (c)	 	11.7	 	0.3	%	 	 	12.4	 	0.3	%	
Project-related costs (c)	 	-	 	-	%	 	 	0.4	 	-	%	
Product recall adjustment (d)	 	(7.8)	 	(0.2)	%	 	 	-	 	-	%	
Adjusted operating profit	$	715.6	 	15.8	%	 	$	675.1	 	16.1	%	
 	 	 	 	 	 	 	 	 	 	 	 	
 	Nine-Month Period Ended	
 	 	Feb. 28, 2021	 	 	Feb. 23, 2020	 	
In Millions	 	Value	 	Percent of
Net Sales	 	 	Value	 	Percent of
Net Sales	
Operating profit as reported	$	2,596.9	 	19.1	%	 	$	2,124.4	 	16.9	%	
Mark-to-market effects (a)	 	(118.0)	 	(0.9)	%	 	 	1.0	 	-	%	
Investment activity, net (b)	 	(78.3)	 	(0.6)	%	 	 	6.7	 	0.1	%	
Restructuring charges (c)	 	13.6	 	0.1	%	 	 	37.2	 	0.3	%	
Project-related costs (c)	 	-	 	-	%	 	 	1.1	 	-	%	
Product recall adjustment, net (d)	 	(0.7)	 	-	%	 	 	-	 	-	%	
Adjusted operating profit	$	2,413.6	 	17.7	%	 	$	2,170.3	 	17.2	%	
Note: Table may not foot due to rounding.
(a) Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please see Note 5 to the Consolidated Financial Statements in Part I, Item 1 of this report.
(b) Valuation adjustments and the gain on sale of certain corporate investments in fiscal 2021. Valuation adjustments and the loss on sale of certain corporate investments in fiscal 2020.
(c) Restructuring charges for Asia & Latin America route-to-market and supply chain optimization actions and previously announced restructuring actions in fiscal 2021. Restructuring and project-related charges for previously announced restructuring actions in fiscal 2020. Please see Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.
(d) Net product recall adjustment related to our international Green Giant business.
 
33

Adjusted Operating Profit Growth on a Constant-currency Basis
 
This measure is used in reporting to our Board of Directors and executive management and as a component of the measurement of our performance for incentive compensation purposes. We believe that this measure provides useful information to investors because it is the operating profit measure we use to evaluate operating profit performance on a comparable year-to-year basis. The measure is evaluated on a constant-currency basis by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given the volatility in foreign currency exchange rates.
 
Our adjusted operating profit growth on a constant-currency basis is calculated as follows:
 
 	 	Quarter Ended	 	 	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 23, 2020	Change	 	Feb. 28, 2021	 	Feb. 23, 2020	Change	
Operating profit as reported	$	826.6	 	$	650.8	27	%	 	$	2,596.9	 	$	2,124.4	22	%	
Mark-to-market effects (a)	 	(55.7)	 	 	8.6	 	 	 	 	(118.0)	 	 	1.0	 	 	
Investment activity, net (b)	 	(59.3)	 	 	3.0	 	 	 	 	(78.3)	 	 	6.7	 	 	
Restructuring charges (c)	 	11.7	 	 	12.4	 	 	 	 	13.6	 	 	37.2	 	 	
Project-related costs (c)	 	-	 	 	0.4	 	 	 	 	-	 	 	1.1	 	 	
Product recall adjustment, net (d)	 	(7.8)	 	 	-	 	 	 	 	(0.7)	 	 	-	 	 	
Adjusted operating profit	$	715.6	 	$	675.1	6	%	 	$	2,413.6	 	$	2,170.3	11	%	
Foreign currency exchange impact	 	 	 	 	 	1	pt	 	 	 	 	 	 	1	pt	
Adjusted operating profit growth,
on a constant-currency basis	 	 	 	 	 	5	%	 	 	 	 	 	 	11	%	
Note: Table may not foot due to rounding.
(a) Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please see Note 5 to the Consolidated Financial Statements in Part I, Item 1 of this report.
(b) Valuation adjustments and the gain on sale of certain corporate investments in fiscal 2021. Valuation adjustments and the loss on sale of certain corporate investments in fiscal 2020.
(c) Restructuring charges for Asia & Latin America route-to-market and supply chain optimization actions and previously announced restructuring actions in fiscal 2021. Restructuring and project-related charges for previously announced restructuring actions in fiscal 2020. Please see Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.
(d) Net product recall adjustment related to our international Green Giant business.
 
34

Adjusted Diluted EPS and Related Constant-currency Growth Rate
 
This measure is used in reporting to our Board of Directors and executive management. We believe that this measure provides useful information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year basis.
 
The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted EPS and the related constant-currency growth rate follows:
 
 	Quarter Ended	 	Nine-Month Period Ended	
Per Share Data	Feb. 28, 2021	 	Feb. 23, 2020	Change	 	 	Feb. 28, 2021	 	Feb. 23, 2020	Change	 	
Diluted earnings per share,
as reported	$	0.96	 	$	0.74	30	%	 	$	3.10	 	$	2.54	22	%	
Mark-to-market effects (a)	 	(0.07)	 	 	0.01	 	 	 	 	(0.15)	 	 	-	 	 	
Investment activity, net (b)	 	(0.08)	 	 	-	 	 	 	 	(0.10)	 	 	-	 	 	
Restructuring charges (c)	 	0.02	 	 	0.02	 	 	 	 	0.02	 	 	0.05	 	 	
Product recall adjustment, net (d)	 	(0.01)	 	 	-	 	 	 	 	-	 	 	-	 	 	
Tax item (e)	 	-	 	 	-	 	 	 	 	-	 	 	(0.09)	 	 	
CPW restructuring charges (f)	 	-	 	 	0.01	 	 	 	 	-	 	 	0.01	 	 	
Adjusted diluted earnings per share	$	0.82	 	$	0.77	6	%	 	$	2.88	 	$	2.51	15	%	
Foreign currency exchange impact	 	 	 	 	 	Flat	 	 	 	 	 	 	 	1	pt	
Adjusted diluted earnings
per share growth, on a
constant-currency basis	 	 	 	 	 	6	%	 	 	 	 	 	 	14	%	
Note: Table may not foot due to rounding.
(a) Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please see Note 5 to the Consolidated Financial Statements in Part I, Item 1 of this report.
(b) Valuation adjustments and the gain on sale of certain corporate investments in fiscal 2021. Valuation adjustments and the loss on sale of certain corporate investments in fiscal 2020.
(c) Restructuring charges for Asia & Latin America route-to-market and supply chain optimization actions and previously announced restructuring actions in fiscal 2021. Restructuring charges for previously announced restructuring actions in fiscal 2020. Please see Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.
(d) Net product recall adjustment related to our international Green Giant business.
(e) Discrete tax benefit related to the reorganization of certain wholly owned subsidiaries. Please see Note 13 to the Consolidated Financial Statement in Part I, Item 1 of this report.
(f) CPW restructuring charges related to previously announced restructuring actions.
 
See our reconciliation below of the effective income tax rate as reported to the adjusted effective income tax rate for the tax impact of each item affecting comparability.
 
Constant-currency After-tax Earnings from Joint Ventures Growth Rates
 
We believe that this measure provides useful information to investors because it provides transparency to underlying performance of our joint ventures by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given volatility in foreign currency exchange markets.
 
After-tax earnings from joint ventures growth rate on a constant-currency basis is calculated as follows:
 
 	Percentage Change in
After-Tax Earnings from Joint
Ventures as Reported	Impact of Foreign
Currency
Exchange	Percentage Change in After-Tax
Earnings from Joint Ventures
on Constant-Currency Basis	
Quarter Ended Feb. 28, 2021	 	9	%	9	pts	Flat	 	
Nine-Month Period Ended Feb. 28, 2021	 	56	%	2	pts	54	%	
Note: Table may not foot due to rounding.	 	 	 	 	 	 	 	
 
Net Sales Growth Rates for Our Canada Operating Unit on Constant-currency Basis
 
We believe that this measure of our Canada operating unit net sales provides useful information to investors because it provides transparency to the underlying performance for the Canada operating unit within our North America Retail segment by excluding the
35

effect that foreign currency exchange rate fluctuations have on year-to-year comparability given volatility in foreign currency exchange markets.
 
Net sales growth rates for our Canada operating unit on a constant-currency basis is calculated as follows:
 
 	 	Percentage Change in
Net Sales
as Reported	Impact of Foreign
Currency
Exchange	Percentage Change in
Net Sales on Constant-
Currency Basis	
Quarter Ended Feb. 28, 2021	 	13	%	4	pts	9	%	
Nine-Month Period Ended Feb. 28, 2021	 	8	%	1	pt	7	%	
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:
 
 	 	Quarter Ended Feb. 28, 2021	
 	 	Percentage Change in
Operating Profit
as Reported	Impact of Foreign
Currency
Exchange	Percentage Change in Operating
Profit on Constant-Currency
Basis	
North America Retail	 	14	%	Flat	 	14	%	
Europe & Australia	 	33	%	9	pts	24	%	
Pet	 	9	%	Flat	 	9	%	
Asia & Latin America	 	48	%	31	pts	18	%	
 	 	 	 	 	 	 	 	
 	 	Nine-Month Period Ended Feb. 28, 2021	
 	 	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	 	46	%	6	pts	40	%	
Pet	 	22	%	Flat	 	22	%	
Asia & Latin America	 	47	%	23	pts	24	%	
Note: Tables may not foot due to rounding.	 	
 
36

Adjusted Effective Income Tax Rate
 
We believe this measure provides useful information to investors because it presents the adjusted effective income tax rate on a comparable year-to-year basis.
 
Adjusted effective income tax rates are calculated as follows:
 
 	Quarter Ended	 	Nine-Month Period Ended	
 	Feb. 28, 2021	 	Feb. 23, 2020	 	Feb. 28, 2021	 	Feb. 23, 2020	
In Millions
(Except Per Share Data)	Pretax
Earnings (a)	Income
Taxes	 	Pretax
Earnings (a)	Income
Taxes	 	Pretax
Earnings
(a)	Income
Taxes	 	Pretax
Earnings
(a)	Income
Taxes	
As reported	$	754.0	$	162.0	 	$	571.3	$	118.2	 	$	2,378.8	$	522.2	 	$	1,867.2	$	340.9	
Mark-to-market effects (b)	 	(55.7)	 	(12.8)	 	 	8.6	 	1.9	 	 	(118.0)	 	(27.1)	 	 	1.0	 	0.2	
Investment activity, net (c)	 	(59.3)	 	(11.7)	 	 	3.0	 	0.7	 	 	(78.3)	 	(16.1)	 	 	6.7	 	5.1	
Restructuring charges (d)	 	11.7	 	2.0	 	 	12.4	 	3.7	 	 	13.6	 	2.5	 	 	37.2	 	8.0	
Project-related costs (d)	 	-	 	-	 	 	0.4	 	0.1	 	 	-	 	-	 	 	1.1	 	0.2	
Product recall adjustment, net (e)	 	(7.8)	 	(0.9)	 	 	-	 	-	 	 	(0.7)	 	(0.1)	 	 	-	 	-	
Tax item (f)	 	-	 	-	 	 	-	 	-	 	 	-	 	-	 	 	-	 	53.1	
As adjusted	$	643.1	$	138.6	 	$	595.6	$	124.8	 	$	2,195.5	$	481.4	 	$	1,913.1	$	407.6	
Effective tax rate:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
As reported	 	 	 	21.5%	 	 	 	 	20.7%	 	 	 	 	22.0%	 	 	 	 	18.3%	
As adjusted	 	 	 	21.6%	 	 	 	 	21.0%	 	 	 	 	21.9%	 	 	 	 	21.3%	
Sum of adjustment to income taxes	 	 	$	(23.4)	 	 	 	$	6.4	 	 	 	$	(40.8)	 	 	 	$	66.6	
Average number of common
shares - diluted EPS	 	 	 	619.4	 	 	 	 	612.8	 	 	 	 	619.6	 	 	 	 	612.1	
Impact of income tax adjustments
on adjusted diluted EPS	 	 	$	(0.03)	 	 	 	$	0.01	 	 	 	$	(0.06)	 	 	 	$	0.11	
Note: Table may not foot due to rounding.
(a) Earnings before income taxes and after-tax earnings from joint ventures.
(b) Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please see Note 5 to the Consolidated Financial Statements in Part I, Item 1 of this report.
(c) Valuation adjustments and the gain on sale of certain corporate investments in fiscal 2021. Valuation adjustments and the loss on sale of certain corporate investments in fiscal 2020.
(d) Restructuring charges for Asia & Latin America route-to-market and supply chain optimization actions and previously announced restructuring actions in fiscal 2021. Restructuring and project-related charges for previously announced restructuring actions in fiscal 2020. Please see Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.
(e) Net product recall adjustment related to our international Green Giant business.
(f) Discrete tax benefit related to the reorganization of certain wholly owned subsidiaries. Please see Note 13 to the Consolidated Financial Statements in Part I, Item 1 of this report.
37

Glossary
 
AOCI. Accumulated other comprehensive income (loss).
 
Adjusted diluted EPS. Diluted EPS adjusted for certain items affecting year-to-year comparability.
 
Adjusted operating profit. Operating profit adjusted for certain items affecting year-to-year comparability.
 
Adjusted operating profit margin. Operating profit adjusted for certain items affecting year-over-year comparability, divided by net sales.
 
Constant currency. Financial results translated to United States dollars using constant foreign currency exchange rates based on the rates in effect for the comparable prior-year period. To present this information, current period results for entities reporting in currencies other than United States dollars are translated into United States dollars at the average exchange rates in effect during the corresponding period of the prior fiscal year, rather than the actual average exchange rates in effect during the current fiscal year. Therefore, the foreign currency impact is equal to current year results in local currencies multiplied by the change in the average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year.
 
Core working capital. Accounts receivable plus inventories less accounts payable.
 
COVID-19. Coronavirus disease (COVID-19) is an infectious disease caused by a novel 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 stock prices.
 
Euribor. Euro Interbank Offered Rate.
 
Fair value hierarchy. For purposes of fair value measurement, we categorize assets and liabilities into one of three levels based on the assumptions (inputs) used in valuing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. The three levels are defined as follows:
 
Level 1:Unadjusted quoted prices in active markets for identical assets or liabilities.
 
Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
 
Level 3:Unobservable inputs reflecting management’s assumptions about the inputs used in pricing the asset or liability.
 
Focus 6 platforms. The Focus 6 platforms for the Convenience Stores & Foodservice segment consist of cereal, yogurt, snacks, frozen meals, frozen biscuits, and frozen baked goods.
 
Free cash flow. Net cash provided by operating activities less purchases of land, buildings, and equipment.
 
Generally Accepted Accounting Principles (GAAP). Guidelines, procedures, and practices that we are required to use in recording and reporting accounting information in our financial statements.
 
Goodwill. The difference between the purchase price of acquired companies plus the fair value of any noncontrolling and redeemable interests and the related fair values of net assets acquired.
 
Gross margin. Net sales less cost of sales.
 
Hedge accounting. Accounting for qualifying hedges that allows changes in a hedging instrument’s fair value to offset corresponding changes in the hedged item in the same reporting period. Hedge accounting is permitted for certain hedging instruments and hedged items only if the hedging relationship is highly effective, and only prospectively from the date a hedging relationship is formally documented.
 
Holistic Margin Management (HMM). Company-wide initiative to use productivity savings, mix management, and price realization to offset input cost inflation, protect margins, and generate funds to reinvest in sales-generating activities.
 
38

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 mark-to-market valuation of certain commodity positions. Realized and unrealized gains and losses on derivative contracts that will be allocated to segment operating profit when the exposure we are hedging affects earnings.
 
Net price realization. The impact of list and promoted price changes, net of trade and other price promotion costs.
 
Net realizable value. The estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.
 
Noncontrolling interests. Interests of subsidiaries held by third parties.
 
Notional amount. The amount of a position or an agreed upon amount in a derivative contract on which the value of financial instruments are calculated.
 
OCI. Other Comprehensive Income.
 
Organic net sales growth. Net sales growth adjusted for foreign currency translation, acquisitions, divestitures and a 53rd week, when applicable.
 
Project-related costs. Costs incurred related to our restructuring initiatives not included in restructuring charges.
 
Redeemable interest. Interest of 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.
 
Strategic Revenue Management (SRM). A company-wide capability focused on generating sustainable benefits from net price realization and mix by identifying and executing against specific opportunities to apply tools including pricing, sizing, mix management, and promotion optimization across each of our businesses.
 
Supply chain input costs. Costs incurred to produce and deliver product, including costs for ingredients and conversion, inventory management, logistics, and warehousing.
 
Translation adjustments. The impact of the conversion of our foreign affiliates’ financial statements to United States dollars for the purpose of consolidating our financial statements.
 
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.
39

CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
 
This report contains or incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on our current expectations and assumptions. We also may make written or oral forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission and in our reports to stockholders.
 
The words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “plan,” “project,” or similar expressions identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those currently anticipated or projected. We 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; 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; effectiveness of restructuring and cost saving initiatives; volatility in the market value of derivatives used to manage price risk for certain commodities; benefit plan expenses due to changes in plan asset values and discount rates used to determine plan liabilities; failure or breach of our information technology systems; foreign economic conditions, including currency rate fluctuations; and political unrest in foreign markets and economic uncertainty due to terrorism or war.
 
You should also consider the risk factors that we identify in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended May 31, 2020 which could also affect our future results.
 
We undertake no obligation to publicly revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 
The estimated maximum potential value-at-risk arising from a one-day loss in fair value for our interest rate, foreign exchange, commodity, and equity market-risk-sensitive instruments outstanding as of February 28, 2021, was as follows:
 
In Millions	 	One-day Loss
in Fair Value	 	 	Change During Nine-Month Period Ended Feb. 28, 2021	 	Analysis of Change	
Interest rate instruments	$	72	 	$	(7)	 	Lower Market Volatility	
Foreign currency instruments	 	30	 	 	11	 	Higher Market Volatility	
Commodity instruments	 	5	 	 	2	 	Higher Market Volatility	
Equity instruments	 	5	 	 	-	 	Immaterial	
 
For additional information, see Item 7A of Part II of our Annual Report on Form 10-K for the fiscal year ended May 31, 2020.
 
40

Item 4. Controls and Procedures.
 
We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of February 28, 2021, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is (1) recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.
 
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the quarter ended February 28, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
41

PART II. OTHER INFORMATION
 
Item 6.	Exhibits.	
10.1	Supplemental Retirement Plan (Grandfathered).	
10.2	Supplemental Retirement Plan I (Grandfathered).	
10.3	2005 Supplemental Retirement Plan.	
10.4	Supplemental Savings Plan.	
10.5	2005 Deferred Compensation Plan.	
10.6	Supplemental Retirement Plan I.	
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	Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended February 28, 2021, formatted in Inline Extensible Business Reporting Language: (i) Consolidated Statements of Earnings; (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Total Equity and Redeemable Interest; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.	
104	Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.	
 
42

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 	GENERAL MILLS, INC.	
 	(Registrant)	
 	 	
Date: March 24, 2021	/s/ Mark A. Pallot	
 	Mark A. Pallot	
 	Vice President, Chief Accounting Officer	
 	(Principal Accounting Officer and Duly Authorized Officer)	
43

Exhibit 10.1

 

 

 

 

SUPPLEMENTAL RETIREMENT PLAN
 
OF GENERAL MILLS, INC.
 
(As Grandfathered Effective January 1, 2005)

 

 

 

 

 

 

 
                 March 2021

 
SUPPLEMENTAL RETIREMENT PLAN (GRANDFATHERED)

The Supplemental Retirement Plan of General Mills, Inc. (Grandfathered) is amended as follows, effective as of the date of adoption:
 
1.      Plan Spin Off.  Participants in this Plan who had experienced a Separation from Service before January 1, 2018 shall no longer be Participants in this Plan. Effective June 1, 2018, all benefits for such individuals accrued under this Plan shall be credited and paid under the Supplemental Retirement Plan I of General Mills, Inc. (Grandfathered) (“Grandfathered Supplemental Plan I”).
 
2.      Non-Duplication of Benefits. As a result of the spin off described above, eligible individuals shall be entitled to nonqualified grandfathered benefit payments exclusively from either this Plan or the Grandfathered Supplemental Plan I, but in no case from both. If for any reason the intent of the previous sentence is frustrated, benefits under this Plan shall be offset by the value of any person’s benefit payments under Grandfathered Supplemental Plan I.

 
1  

SUPPLEMENTAL RETIREMENT PLAN
 
OF GENERAL MILLS, INC.
 
(As Grandfathered Effective January 1, 2005)

Effective as of January 1, 2005, General Mills, Inc. hereby amends and restates the Supplemental Retirement Plan of General Mills, Inc. for the exclusive benefit of its eligible employees.  This is the plan document from which benefits earned and vested (within the meaning of Code section 409A and official guidance thereunder) before January 1, 2005 are paid.  Benefits earned, or which become vested, thereafter are not paid from this Plan.
 
The Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

2  

ARTICLE I
 
INTRODUCTION
 
            Section 1.1      Name of Plan. The name of the Plan is the "Supplemental Retirement Plan of General Mills, Inc." It is also referred to as the "Plan."
 
            Section 1.2      Effective Date and Applicability. The effective date of the Plan is January 1, 1976. This restatement of the Plan, except as may otherwise be specifically provided herein, shall not apply to Participants who separated from active service prior to January 1, 2005; such Participants shall be governed exclusively by the Plan document in existence at the time of their separation.  Also, this Plan does not apply to any person who did not have a non-forfeitable right to benefits as of December 31, 2004.
 
            Section 1.3      Grandfather Status.  It is intended that this Plan not be subject to Code section 409A.  This amended and restated Plan is intended to preserve the terms of the Plan as they existed on October 3, 2004 without any “material modifications” within the meaning of Code section 409A and official guidance thereunder.
 
            Section 1.4      Base Plan Freeze. The Retirement Income Plan of the General Mills Pension Plan has been frozen as of January 1, 2018. The provisions of this Plan, and particularly Article III are interpreted consistent with this.

 
3  

ARTICLE II
 
DEFINITIONS
 
            Section 2.1      Base Plan shall mean a defined benefit pension plan sponsored by the Company, which is qualified under the provisions of Code Section 401. With respect to any Participant in this Plan where, as of June 1, 1991, the sum of such individual's age and length of Company service equals or exceeds 65, Base Plan shall mean the provisions of such plan as were in effect on December 31, 1988, and benefits under this Plan shall be determined as if such provisions had continued in effect until the date of the Participant's termination or retirement from the Company. With respect to any Participant in this Plan where, as of June 1, 1991, the sum of such individual's age and Company service is less than 65, Base Plan shall mean the provisions of such Plan as are in effect on the date of such Participant's termination or retirement from the Company.
 
            Section 2.2      Board  shall mean the Board of Directors of General Mills, Inc.
 
            Section 2.3      Change in Control occurs:
 
(a)               upon the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "1934 Act") (a "Person")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person's beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; or
 
(b)               if individuals who, as of a given date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the 
4  

Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
 
(c)               upon the approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company ("Business Combination") or, if consummation of such Business Combination is subject, at the time of such approval by shareholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Voting Securities, (ii) no person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock or the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors or the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
 
(d)               upon approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
 
            Section 2.4      Code  shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.
5  

 
            Section 2.5      Company  shall mean General Mills, Inc. and any of its subsidiaries or affiliated business entities as shall be authorized to participate in the Plan by the Board, or its delegate.
 
            Section 2.6      Compensation Committee shall mean the Compensation Committee of the Board.
 
            Section 2.7      Deferred Cash Award shall mean the cash amount deferred by an individual under any formal plan of deferred compensation sponsored by the Company. A Deferred Cash Award shall not include:
 
(a)               any base salary which was deferred during calendar year 1986;
 
(b)               any interest or investment increment applied to the amount of the cash award which is deferred; or
 
(c)               Any cash amount deferred by any person under any individual contract or arrangement with the Company or any of its subsidiaries or affiliated business entities.
 
            Section 2.8      ERISA  shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.
 
            Section 2.9      409A Plan shall mean the 2005 Supplemental Retirement Plan of General Mills, Inc. under which benefits either were earned or vested after December 31, 2004 (within the meaning of Code section 409A and official guidance thereunder).
 
            Section 2.10    Minor Amendment Committee shall mean the Minor Amendment Committee appointed by the Compensation Committee, and shall include said Committee’s delegates.
 
            Section 2.11    "Maximum Benefit" shall mean the maximum annual benefit payable in dollars permitted to be either accrued or paid to a participant of any Base Plan, as determined under all applicable provisions of the Code and ERISA, specifically taking into account the limitations of Code Sections 401(a)(17) and 415, and any applicable regulations thereunder. It is specifically intended that the Maximum Benefit, as defined herein, shall take into account changes in the dollar limits under Code sections
401 (a)(17) and 415, and benefits payable from this Plan and the Base Plan shall be adjusted accordingly. In addition, if a Base Plan limits the accrued benefits of any Participant by restricting the application of future changes in such dollar limits with respect to such Participant, benefits payable under this Plan shall nevertheless be determined on the full amount that would have been permissible absent such restrictions under the Base Plan.
 
6  

            Section 2.12    Participant  shall mean an individual who is a participant in the Company's Executive Incentive Plan or who is eligible to defer compensation under a formal deferred compensation program maintained by the Company, and who is:
 
(a)               An active participant in one or more Base Plans on and after January 1, 1976 and whose accrued benefits, determined on the basis of the provisions of such Base Plans without regard to the Maximum Benefit, would exceed the Maximum Benefit;
 
(b)               An individual with a Deferred Cash Award, which, if included as compensation under any Base Plans in which such individual is a participant, would result in a greater accrued benefit under the provisions of such Base Plans;
 
(c)               An active participant of the General Mills, Inc. Executive Incentive Plan who is entitled to a vested Pension under a Base Plan and who is involuntarily terminated prior to attainment of age 55, if the sum of such individual's age and length of company service at the date of termination equals or exceeds 75. Notwithstanding the previous sentence, no individual shall be a Participant by virtue of this subsection if his/her age plus length of Company service did not equal or exceed 75 on or before December 31, 2017.; or
 
(d)               An individual who participates in the Retirement Income Plan of General Mills, Inc., where the sum of such individual's age and length of Company service as of June 1, 1991 equals or exceeds 65, and who would have been entitled to a greater benefit under the provisions of the RIP at the time of his or her retirement from the Company had he or she not been considered a "highly compensated employee" for any period on or after January 1, 1989.
 
            An eligible individual shall remain a Participant under this Plan until all amounts payable on his or her behalf from this Plan have been paid.
 
            Notwithstanding any other provision of this Section 2.12, no individual who was not a Participant on or before December 31, 2004, and no individual who did not have a non-forfeitable benefit under one or more Base Plans on December 31, 2004, shall become a Participant after such date.  Participants whose benefits under the Plan were not non-forfeitable as of December 31, 2004 shall have such benefits they are entitled to paid from the 409A Plan.
 
Section 2.13.   Defined Terms. Capitalized terms which are not defined herein shall have the meaning ascribed to them in the relevant Base Plan.

 
7  

ARTICLE III
 
BENEFITS
 
            Section 3.1      Effect of Retirement. Upon the Normal, Early, Late or Disability Retirement of a Participant, as provided under a Base Plan, such Participant shall be entitled to a benefit equal to the amount determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award), reduced by the lesser of the Participant's actual accrued benefit under such Base Plan or the Maximum Benefit. 
 
            If the Participant received a partial prepayment as described in Section 3.10, benefits payable under this Section shall be adjusted as provided in Section 3.11.
 
            Benefits under this Section are limited as provided in Section 3.14.
 
            Section 3.2      Spouse's Pension. Upon the death of a Participant whose surviving spouse is eligible for a Spouse's Pension under a Base Plan, such surviving spouse shall be entitled to a benefit under this Plan, determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, and including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award), reduced by the lesser of the actual Spouse's Pension payable under such Base Plan or the Maximum Benefit.
 
            If the Participant received a partial prepayment as described in Section 3.10, benefits payable under this Section shall be adjusted as provided in Section 3.11.
 
            Benefits under this Section are limited as provided in Section 3.14.
 
            Section 3.3      Effect of Termination Prior to Retirement Eligibility.  If a Participant terminates employment with the Company and is entitled to a Vested Deferred Pension under a Base Plan, such Participant shall be entitled to a benefit equal to the amount determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award), reduced by the lesser of the Participant's actual accrued benefit under such Base Plan or the Maximum Benefit.
 
            If the Participant received a partial prepayment as described in Section 3.10, benefits payable under this Section shall be adjusted as provided in Section 3.11.
 
            Benefits under this Section are limited as provided in Section 3.14.
 
            Section 3.4      Benefits Prior to Separation from Service. Prior to a Participant's separation from service due to Retirement, termination or death, benefits shall accrue 
8  

under this Plan, based on the Participant's actual accrued benefit under a Base Plan or Plans, the Maximum Benefit and Deferred Cash Awards, if any. A Participant's benefit under this Plan may increase or decrease, before or after Retirement or termination, as a result of changes in the formula under any Base Plan, the Maximum Benefit, or changes in the earnings used to calculate benefits under a Base Plan formula. 
 
            Any benefit accrued under this Plan as a result of a Participant's Deferred Cash Award shall be payable only if, and to the extent that on the date of his or her termination of employment, both of the following conditions are satisfied:
 
            (a)        The Participant has a vested accrued benefit under the applicable Base Plan; and
 
            (b)        A Deferred Cash Award was made during a year which is used in the calculation of Final Average Earnings under this Plan on the date of termination.
 
            If the Participant received a partial prepayment as described in Section 3.10, benefits payable under this Section shall be adjusted as provided in Section 3.11.
 
            Benefits under this Section are limited as provided in Section 3.14.
 
            Section 3.5      Effect of Involuntarv Termination of EIP Participants Prior to Retirement Eligibility. In the event of the involuntary termination of an active Participant of the General Mills, Inc. Executive Incentive Plan, where the sum of such Participant's age and years of service with the Company equals or exceeds 75 at the date of termination, and who is entitled to a Vested Deferred Pension under a Base Plan, the provisions of this Section shall apply. Subject to the aggregate limits of Section 4.4, such Participant shall be entitled to receive benefits determined under this Section, in addition to any benefit provided under Section 3.3. Such additional benefits shall be in the form of a retirement supplement, calculated as the difference between an Early Retirement Pension under the provisions of such Base Plan and a Vested Deferred Pension under such Base Plan.  For purposes of clarification, no additional age or service credit is granted hereunder, and benefits may not commence prior to the time allowed under Section 3.8.
 
            If the Participant received a partial prepayment as described in Section 3.10, benefits payable under this Section shall be adjusted as provided in Section 3.11.
 
            Benefits under this Section are limited as provided in Section 3.14. Notwithstanding the other provisions hereof, this Section shall not apply to anyone whose age plus length of Company service did not equal or exceed 75 on or before December 31, 2017.
 
            Section 3.6      Effect of Termination of the General Mills Pension Plan. In the event of the termination of the General Mills Pension Plan within five years after a Change in Control each Participant of said plan whose benefits would then exceed the 
9  

Maximum Benefit as a result of the changes required under Section 11.4 of said plan shall be entitled to receive such excess benefits under this Plan.
 
            Benefits under this Section are limited as provided in Section 3.14.
 
            Section 3.7      Form of Payment. Any benefit amount payable under the Plan to a married Participant shall be adjusted and paid in the form of a joint and 100% to survivor annuity. Any benefit amount payable under the Plan to an unmarried Participant shall be paid in the form of a single life annuity. Notwithstanding the above, a married Participant may request to have such benefit amounts adjusted and paid as a joint and 50% to survivor annuity or as a single life annuity. Further, any Participant may request, subject to the approval of the Minor Amendment Committee, that any benefit amount be paid in a single sum payment in cash, effective as of the first day monthly benefits would otherwise begin. Any request for an alternate form of benefit may be made at any time before payment commences under Section 3.8. The Minor Amendment Committee may approve or reject any such request in its sole discretion. 
 
Any joint and survivor annuity shall be the actuarial equivalent of a single life annuity based on the following factors, determined using the ages of the Participant and spouse on the effective date of the payment:
 
            (a)        For benefits commencing after January 1, 1989, the formula for the joint and 100%  to survivor factor is:
 
            .868 + .005 (65 - X) + .005 (Y - X), where X is equal to the Participant's
            age and Y is equal to the age of the spouse.
 
            The formula for the joint and 50 % to survivor factor is:
 
            .928 + .003 (65 - X) + .003 (Y - X), where X is equal to the Participant's
            age and Y is equal to the age of the spouse.
 
            (b)        For benefits commencing on or before January 1, 1989, the formula for the joint and 100% to survivor factor is:
 
            .815 + .007 (63 - X) + .007 (Y - X), where X is equal to the Participant's
            age and Y is equal to the age of the spouse.
 
            The formula for the joint and 50% to survivor factor is:
 
            .898 + .004 (63 - X) + .004 (Y - X), where X is equal to the Participant's
            age and Y is equal to the age of the spouse.
 
Unless a Participant has elected otherwise, if the present value of the Participant’s benefit under this Plan is $10,000 or less at the time such benefit amount is scheduled to commence, the entire benefit amount shall be distributed in an immediate lump sum 
10  

payment.  For purposes of calculating lump sum payments under Section 3.7, the interest rate used shall be the rate under Section 417(e) of the Internal Revenue Code.
 
            Section 3.8      Time of Payment. Payments shall commence on the first day of the month coincident with or next following the date upon which a Participant (or surviving spouse) first becomes eligible to commence receiving benefits under the Base Plan or Plans, regardless of the time benefits actually commence under the Base Plan. Notwithstanding any other provisions of the  Plan to the contrary, the Minor Amendment Committee may, in its sole discretion, direct that payments be made before such payments are otherwise due, if, for any reason (including but not limited to, a change in the tax or revenue laws of the United States of America, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his delegate, or a decision by a court of competent jurisdiction involving a Participant or Beneficiary), it believes that a Participant or Beneficiary has recognized or will recognize income for federal income tax purposes with respect to amounts that are or will be payable under the  Plan before they are to be paid. In making this determination, the Minor Amendment Committee shall take into account the hardship that would be imposed on the Participant or Beneficiary by the payment of federal income taxes under such circumstances.
 
            Section 3.9      Effect of Increases in the Maximum Benefit. In the event the dollar amount of the Maximum Benefit increases as a result of federal legislation, the benefits of any Participant payable under the  Plan, whether or not in pay status, shall be recalculated to take into account the higher Maximum Benefit payable from the applicable Base Plan. If payments have already commenced under the provisions of the applicable Base Plan and the Plan, benefit amounts under both Plans shall be adjusted to reflect the higher Maximum Benefit, by increasing the amount paid under the Base Plan and decreasing the amount paid under the Plan, as soon as administratively possible after such a change. Notwithstanding the above, if a Base Plan is terminated, no adjustments shall be made to benefits payable under the Plan with respect to changes in the Maximum Benefit after the date of termination of the Base Plan.
 
            Section 3.10    Partial Prepayment. Notwithstanding any other provisions of this  Plan, partial prepayment of benefits may be made from time to time, pursuant to amendments to this Section. Prepayments so authorized are described as follows:
 
            (a)
 
(1)               The first prepayment was authorized to be made in January, 1988 to those active Participants who, on December 31, 1987, had earned vested accrued benefits under one or more Base Plans equal to the Maximum Benefit then in effect, payable at December 31, 1987, or age 55, if later.
(2)               The second prepayment was authorized to be made on or after October, 1988 and before December 31, 1988, to those active Participants who had earned vested accrued benefits under one or more Base Plans, when projected to December 31, 1988, equal to 
11  

the Maximum Benefit then in effect, payable at December 31, 1988, or age 55, if later.
(3)               The third prepayment was authorized to be made in December, 1989, to those active Participants who, if the Base Plans had continued in effect through December 31, 1989 as in effect on December 31, 1988, would have earned vested accrued benefits under such Base Plans equal to the Maximum Benefit then in effect, payable at January 1, 1990, or at age 55 if later.
(4)               The fourth prepayment was authorized to be made in October, 1990, to those active Participants who, if the Base Plans had continued in effect through December 31, 1990, as in effect on December 31, 1988, would have earned vested accrued benefits under such Base Plans equal to the Maximum Benefit then in effect, payable at January 1, 1991, or at age 55 if later.
(5)               The fifth prepayment was authorized to be made in December, 1991, to those active Participants who had earned vested accrued benefits under one or more Base Plans, when projected to December 31, 1991, equal to the Maximum Benefit then in effect, payable at December 31, 1991, or age 55, if later, but only to the extent that, when estimated benefits payable at each Participant's normal retirement age were projected, the Participant's additional benefits payable from this Plan at such normal retirement date were equal to or greater than zero.
(6)               The sixth prepayment was authorized to be made in December, 1992, to those active Participants who had earned vested accrued benefits under one or more Base Plans, when projected to December 31, 1992, equal to the Maximum Benefit then in effect, payable at December 31, 1992, but only to the extent that, when estimated benefits payable at each Participant's normal retirement age (or announced early retirement age, if earlier) were projected, the Participant's additional benefits payable from this Plan at such retirement date were equal to or greater than zero.
 
(b)        For such Participants identified in (a) above who were eligible for a
Normal or Early Retirement under the applicable Base Plan as of the stated dates, a monthly benefit payable under this Plan was calculated as if (i) retirement actually occurred on the stated date, and (ii) the benefits payable under the applicable Base Plans were paid under the normal form of payment provided in such Base Plans. The resulting benefit payable under the provisions of this Plan shall be calculated as if payable in the form of an annuity for the life of such Participant.
 
(c)               For such Participants who are participating in the Company's Executive Incentive Plan but are not eligible for a Normal or Early Retirement under the applicable Base Plans as of the stated date, a monthly benefit payable under this  Plan is calculated under the provisions of Section 3.5 as if (i) 
12  

such a Participant's involuntary termination occurred as of the stated date, and (ii) the benefit payable under the applicable Base Plan is paid under the normal form of payment provided in such Base Plans. The resulting benefit payable under the provisions of this Plan shall be calculated as if payable in the form of an annuity payable for the life of such Participant.
 
(d)               The present value of the monthly benefits payable under this Plan as calculated above shall be based on the immediate annuity interest rates determined by the Pension Benefit Guaranty Corporation as in effect on the January 1 of the year of any such authorized prepayment.
 
(e)               In the event the Compensation Committee, or its delegate, believes that payment of the entire present value of any amounts calculated pursuant to this Section may result in an overpayment of amounts that would have been payable under this  Plan upon the actual retirement or separation from service of any of such Participants, without regard to the provisions of this Section, the Compensation Committee, or its delegate, shall reduce the amount of the single sum payment as the Compensation Committee, or its delegate, in its sole discretion, deems appropriate.
 
            Section 3.11    Adjustment for Prepayment. With respect to any Participant who received a prepayment of benefits under Section 3.10 above, the benefits due upon Retirement, separation or death under Sections 3.1, 3.2, 3.3, 3.4 or 3.5, or a subsequent prepayment of benefits due under Section 3.10, shall be adjusted to reflect the prepayment of benefits in the following manner:
 
(a)               The monthly benefit payable under the applicable section shall be calculated first without regard to prepayment, under a life only form of payment.
 
(b)               The offset for each prepayment shall be calculated based on a lump sum future value of the amount of the prepayment.  Such amount will be calculated using the time period from the stated date as of which the prepayment was calculated to the date of the Participant's retirement, separation, subsequent payment date, or death, and an annual interest rate equal to 66.2% of the immediate annuity interest rate used to calculate the lump sum value of such prepayment, on the after-tax value of the prepayment. The after-tax value of the prepayment shall be based on an effective annual tax rate of 33.8%.  This same rate shall be used to compute a before-tax value for offset purposes. The resulting lump sum future value is to be converted to a life annuity figure using the 1983 Group Annuity Mortality table for males.
 
(c)               The result in (b) above shall be subtracted from (a) above after both figures have been adjusted for the appropriate form of benefit selected by the Participant (or spouse, in the event of the Participant's death).  The 
13  

result shall be the additional benefit remaining, if any, to be paid from this Plan.  In the event of multiple prepayments for such a Participant, the offset for each prepayment shall be calculated separately and applied to the benefit in (a) above in the order in which paid.  In the event the amount (or amounts in the event of multiple payments) determined in (b) above is equal to the amount determined in (a) above, no additional benefits shall be payable under this Plan.  If the amount (or amounts in the event of multiple payments) determined in (b) above is greater than the amount determined in (a) above, the Company shall be entitled to recover the amount of any excess prepayments from the Participant and may withhold and retain sums which would otherwise be payable to the Participant under any other nonqualified plan of the Company in satisfaction of the excess prepayment.
 
            Section 3.12    Participants Formerly on Leave to General Mills Restaurants. Inc. Participants in this Plan (i) who were active participants in the Retirement Income Plan of General Mills, Inc. ("RIP") on "leave of absence status" to General Mills Restaurants, Inc. and (ii) whose leaves were canceled effective as of May 31, 1991, may be entitled to additional benefits under this Plan as described below.  In addition to any benefits that such a Participant may be entitled to under the provisions of this Article III, this Plan shall also pay the difference, if any, between the total benefits the Participant is entitled to from the Base Plan in which he or she is participating at the time of termination and this Plan, and the total benefits the Participant would have been entitled to from the RIP and this Plan, had the Participant continued to participate in the RIP until the date of the Participant's termination of employment or Retirement.
 
            Benefits under this Section are limited as provided in Section 3.14.
 
            Section 3.13    Presidents of General Mills Restaurants. Inc. Participants in this Plan who were employed as Presidents of a General Mills Restaurants, Inc. division as of May 31, 1994, were not eligible for any benefit accrual under the terms of the Base Plan in which they participated for the period from January 1, 1989 through May 31, 1994. Benefits shall accrue under the terms of this Plan equal to the entire benefit which would have accrued to such individuals under the applicable Base Plan for this period. The form and timing of such payments shall be subject to all provisions of this Plan.
 
 Section 3.14  Preservation of Grandfathered Benefit.  Notwithstanding any other provision of the Plan to the contrary, benefits payable under this restatement of the Plan shall be limited to a Participant’s “Grandfathered Benefit”.  Each Participant’s Grandfathered Benefit shall equal the present value of the benefit to which the Participant would have been entitled if he or she voluntarily terminated services, without cause, with General Mills on December 31, 2004 and received a payment of said benefits on the earliest possible date allowed under the Plan, in the form of a single life annuity.  For purposes of calculating the Grandfathered Benefit the actual benefit commencement date will be taken into account, but without regard to the actual form of payment elected, any 
14  

further services rendered after December 31, 2004, or any other event affecting the amount or entitlement to benefits.
 
For purposes of this Section 3.14, the present value of benefits is calculated using the interest rate and mortality table applicable under Code section 417(e) as of December 31, 2004 (i.e., 4.74% interest and the 94 GAR mortality table referenced in Revenue Ruling 2001-62).

 
 
15  

ARTICLE IV
 
PLAN ADMINISTRATION
 
            Section 4.1 Administration.  The Plan shall be administered by the Company’s Vice President, Compensation & Benefits, who has the authority to delegate said responsibilities hereunder (“Administrator”).  The Company’s Vice President, Compensation & Benefits, and authorized delegates, shall have the discretionary authority to interpret and construe the terms of the Plan; determine the eligibility to participate in the Plan, the nature and amount of benefits, the rights of Participants in the Plan; and decide any disputes that may arise under the Plan.  Any such interpretation and/or determination shall be final and binding on all parties.
 
            Section 4.2      Delegated Duties. The Company’s Vice President, Compensation & Benefits, shall have the authority to delegate the duties and responsibilities of administering the Plan, maintaining records, issuing such rules and regulations as it deems appropriate, and making the payments hereunder to such employees or agents of the Company as he/she deems proper.  All authority vested in the Company’s Vice President, Compensation & Benefits shall also be vested in said delegates.
 
Section 4.3      Amendment and Termination. The Minor Amendment Committee may amend, modify or terminate the Plan at any time, provided, however, that no such amendment, modification or termination shall adversely affect any accrued benefit under the Plan to which a Participant, or the Participant's Beneficiary, is entitled under Article III prior to the date of such amendment or termination, and in which such Participant, or the Participant's Beneficiary, would have been vested if such benefit had been provided under the applicable Base Plan, unless the Participant, or the Participant's Beneficiary, becomes entitled to an amount equal to the cash value of such benefit under another plan, program or practice adopted by the Company. Notwithstanding the above, no amendment, modification, or termination which would affect benefits accrued under this Plan prior to such amendment, modification or termination may occur after a Change in Control without the written consent of a majority of the Participants determined as of the day before such Change in Control.  Moreover, it is intended that no amendment to the Plan shall result in a “material modification” to Grandfathered Amounts.
 
            Section 4.4      Payments. General Mills, Inc. will pay all benefits arising under this Plan and all costs, charges and expenses relating thereto. The benefits payable under this Plan to each Participant shall not be greater than what would have been paid in the aggregate under the Base Plan (i) in the absence of federal limitations on benefit amounts, (ii) if amounts deferred had been paid to the Participant when earned, and (iii) with respect to Section 3.5, the Participant had actually been eligible for Early Retirement under the Base Plan.
 
16   

      Section 4.5      Claims for Benefits.  
 
(a)        Filing a Claim.  A Participant or his/her authorized representative may file a claim for benefits under the Plan.  Any claim must be in writing and submitted to the Administrator at such address as may be specified from time to time.  The Administrator may delegate his/her responsibilities and discretionary authority to make initial claim determinations under the Plan.  Claimants will be notified in writing of approved claims.  A claim is considered approved only if its approval is communicated in writing to a claimant.
(b)        Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Administrator.  If special circumstances (such as a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period. 
(c)        Reasons for Denial.  A denial or partial denial of a claim will be dated and signed by the Administrator or his/her delegate and will clearly set forth:
(i)         the specific reason or reasons for the denial;
(ii)        specific reference to pertinent Plan provisions on which the denial is based;
(iii)       a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(iv)       an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.
 
(d)       Review of Denial.  Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Minor Amendment Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Minor Amendment Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim.  A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing.  The review will take into account all comments, documents, records, and other 
17  

information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it.  If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant.  Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.
 
(e)        Decision Upon Review.  The Minor Amendment Committee will provide a prompt written decision on review.  If the claim is denied on review, the decision shall set forth:
(i)         the specific reason or reasons for the adverse determination;
(ii)        specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii)       a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and
(iv)      a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).
A decision will be rendered no more than 60 days after the Minor Amendment Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Minor Amendment Committee determines that special circumstances (such as a hearing) require such extension.  If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.
 
(f)        Finality of Determinations; Exhaustion of Remedies.  To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his/her remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim 
18  

shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.
 
(g)        Limitations Period.  Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than twelve (12) months following a final decision on the claim for benefits by the Minor Amendment Committee (or twelve (12) months following the date the claim is abandoned, if earlier).  The twelve-month limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.
 
Section 4.6      Non-Assignability of Benefits. Neither any benefit payable hereunder nor the right to receive any future benefit payable under the Plan may be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a person eligible for any benefits becomes bankrupt, the interest under the Plan of the person affected may be terminated by the Compensation Committee which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such person or make any other disposition of such benefits that it deems appropriate. 
 
            Section 4.7      Applicable Law. All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and the laws of the State applicable to the Base Plan covering  the Participant.
 
            Section 4.8      Supplemental Benefits Trust.  General Mills, Inc. has established a Supplemental Benefits Trust with Wells Fargo Bank Minneapolis, N.A.  as Trustee to hold assets of General Mills, Inc. under certain circumstances as a reserve for the discharge of the company’s obligations under the Plan and certain other plans of deferred compensation.  In the event of a Change in Control as defined in Section 2.3 hereof, General Mills, Inc. shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund all benefits payable under the Plan.  Any Participant of the Plan shall have the right to demand and secure specific performance of this provision.  General Mills, Inc. may fund the Trust in the event of the occurrence of a Potential Change in Control as determined by the Finance Committee of the Board.  All assets held in the Trust remain subject only to the claims of the general creditors of General Mills, Inc. whose claims against the company are not satisfied because of the Company’s bankruptcy or insolvency (as those terms are defined in the Trust Agreement).  No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the Plan, are unsecured contractual claims of the Participant against General Mills, Inc.
19   

 
Exhibit 10.2

 

 

 

 

 

SUPPLEMENTAL RETIREMENT PLAN I
 
OF GENERAL MILLS, INC.
 
(Grandfathered)

 

 

 

 

 

 

 
March 2021

 

SUPPLEMENTAL RETIREMENT PLAN I
(GRANDFATHERED)

Effective as of June 1, 2018, this Plan was spun off from the Supplemental Retirement Plan of General Mills, Inc. (Grandfathered). This Plan is its own legally separate plan, with its own plan document. However, no substantive changes are made to the terms of the Plan which are identical in all substantive ways to the Supplemental Retirement Plan of General Mills, Inc. (Grandfathered). In this connection, and to ensure protection of the Plan’s status as grandfathered from the provisions of Code section 409A, the remaining portions of this Plan document consist of a copy of the Supplemental Retirement Plan of General Mills, Inc. (Grandfathered).
 
Consistent with the above, the following specific provisions are made for clarification purposes:
 
1.      Name of Plan.  The name of the Plan is the “Supplemental Retirement Plan I of General Mills, Inc. (Grandfathered)”.
 
2.      Applicability. The Plan covers the nonqualified accrued benefits (earned or vested prior to January 1, 2005) credited to certain participants under the Supplemental Retirement Plan of General Mills, Inc. (Grandfathered) who had experienced a Separation from Service on or before June 1, 2018.
 
3.      Non-Duplication of Benefits. Eligible individuals who accrued benefits that were earned or vested prior to January 1, 2005 and credited under the Supplemental Retirement Plan of General Mills, Inc. (Grandfathered) shall be entitled to benefit payments exclusively from either this Plan or the Supplemental Retirement Plan of General Mills, Inc. (Grandfathered), but in no case from both. If for any reason the intent of the previous sentence is frustrated, benefits under this Plan shall be offset by the value of any person’s benefit payments under the Supplemental Retirement Plan of General Mills, Inc. (Grandfathered).

 

 

 

 
 
1  

 

 

 

 

 

SUPPLEMENTAL RETIREMENT PLAN
 
OF GENERAL MILLS, INC.
 
(As Grandfathered Effective January 1, 2005)

 

 

 

 

 

 

 
                                                                                                                             October 2008
2  

SUPPLEMENTAL RETIREMENT PLAN
 
OF GENERAL MILLS, INC.
 
(As Grandfathered Effective January 1, 2005)

Effective as of January 1, 2005, General Mills, Inc. hereby amends and restates the Supplemental Retirement Plan of General Mills, Inc. for the exclusive benefit of its eligible employees.  This is the plan document from which benefits earned and vested (within the meaning of Code section 409A and official guidance thereunder) before January 1, 2005 are paid.  Benefits earned, or which become vested, thereafter are not paid from this Plan.
 
The Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

3  

ARTICLE I
 
INTRODUCTION
 
            Section 1.1      Name of Plan. The name of the Plan is the "Supplemental Retirement Plan of General Mills, Inc." It is also referred to as the "Plan."
 
            Section 1.2      Effective Date and Applicability. The effective date of the Plan is January 1, 1976. This restatement of the Plan, except as may otherwise be specifically provided herein, shall not apply to Participants who separated from active service prior to January 1, 2005; such Participants shall be governed exclusively by the Plan document in existence at the time of their separation.  Also, this Plan does not apply to any person who did not have a non-forfeitable right to benefits as of December 31, 2004.
 
            Section 1.3      Grandfather Status.  It is intended that this Plan not be subject to Code section 409A.  This amended and restated Plan is intended to preserve the terms of the Plan as they existed on October 3, 2004 without any “material modifications” within the meaning of Code section 409A and official guidance thereunder.

 
4  

ARTICLE II
 
DEFINITIONS
 
            Section 2.1      Base Plan shall mean a defined benefit pension plan sponsored by the Company, which is qualified under the provisions of Code Section 401. With respect to any Participant in this Plan where, as of June 1, 1991, the sum of such individual's age and length of Company service equals or exceeds 65, Base Plan shall mean the provisions of such plan as were in effect on December 31, 1988, and benefits under this Plan shall be determined as if such provisions had continued in effect until the date of the Participant's termination or retirement from the Company. With respect to any Participant in this Plan where, as of June 1, 1991, the sum of such individual's age and Company service is less than 65, Base Plan shall mean the provisions of such Plan as are in effect on the date of such Participant's termination or retirement from the Company.
 
            Section 2.2      Board  shall mean the Board of Directors of General Mills, Inc.
 
            Section 2.3      Change in Control occurs:
 
(a)               upon the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "1934 Act") (a "Person")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person's beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; or
 
(b)               if individuals who, as of a given date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the 
5  

Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
 
(c)               upon the approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company ("Business Combination") or, if consummation of such Business Combination is subject, at the time of such approval by shareholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Voting Securities, (ii) no person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock or the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors or the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
 
(d)               upon approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
 
            Section 2.4      Code  shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.
6  

 
            Section 2.5      Company  shall mean General Mills, Inc. and any of its subsidiaries or affiliated business entities as shall be authorized to participate in the Plan by the Board, or its delegate.
 
            Section 2.6      Compensation Committee shall mean the Compensation Committee of the Board.
 
            Section 2.7      Deferred Cash Award shall mean the cash amount deferred by an individual under any formal plan of deferred compensation sponsored by the Company. A Deferred Cash Award shall not include:
 
(a)               any base salary which was deferred during calendar year 1986;
 
(b)               any interest or investment increment applied to the amount of the cash award which is deferred; or
 
(c)               Any cash amount deferred by any person under any individual contract or arrangement with the Company or any of its subsidiaries or affiliated business entities.
 
            Section 2.8      ERISA  shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.
 
            Section 2.9      409A Plan shall mean the 2005 Supplemental Retirement Plan of General Mills, Inc. under which benefits either were earned or vested after December 31, 2004 (within the meaning of Code section 409A and official guidance thereunder).
 
            Section 2.10    Minor Amendment Committee shall mean the Minor Amendment Committee appointed by the Compensation Committee, and shall include said Committee’s delegates.
 
            Section 2.11    "Maximum Benefit" shall mean the maximum annual benefit payable in dollars permitted to be either accrued or paid to a participant of any Base Plan, as determined under all applicable provisions of the Code and ERISA, specifically taking into account the limitations of Code Sections 401(a)(17) and 415, and any applicable regulations thereunder. It is specifically intended that the Maximum Benefit, as defined herein, shall take into account changes in the dollar limits under Code sections
401 (a)(17) and 415, and benefits payable from this Plan and the Base Plan shall be adjusted accordingly. In addition, if a Base Plan limits the accrued benefits of any Participant by restricting the application of future changes in such dollar limits with respect to such Participant, benefits payable under this Plan shall nevertheless be determined on the full amount that would have been permissible absent such restrictions under the Base Plan.
 
7  

            Section 2.12    Participant  shall mean an individual who is a participant in the Company's Executive Incentive Plan or who is eligible to defer compensation under a formal deferred compensation program maintained by the Company, and who is:
 
(a)               An active participant in one or more Base Plans on and after January 1, 1976 and whose accrued benefits, determined on the basis of the provisions of such Base Plans without regard to the Maximum Benefit, would exceed the Maximum Benefit;
 
(b)               An individual with a Deferred Cash Award, which, if included as compensation under any Base Plans in which such individual is a participant, would result in a greater accrued benefit under the provisions of such Base Plans;
 
(c)               An active participant of the General Mills, Inc. Executive Incentive Plan who is entitled to a vested Pension under a Base Plan and who is involuntarily terminated prior to attainment of age 55, if the sum of such individual's age and length of company service at the date of termination equals or exceeds 75; or
 
(d)               An individual who participates in the Retirement Income Plan of General Mills, Inc., where the sum of such individual's age and length of Company service as of June 1, 1991 equals or exceeds 65, and who would have been entitled to a greater benefit under the provisions of the RIP at the time of his or her retirement from the Company had he or she not been considered a "highly compensated employee" for any period on or after January 1, 1989.
 
            An eligible individual shall remain a Participant under this Plan until all amounts payable on his or her behalf from this Plan have been paid.
 
            Notwithstanding any other provision of this Section 2.12, no individual who was not a Participant on or before December 31, 2004, and no individual who did not have a non-forfeitable benefit under one or more Base Plans on December 31, 2004, shall become a Participant after such date.  Participants whose benefits under the Plan were not non-forfeitable as of December 31, 2004 shall have such benefits they are entitled to paid from the 409A Plan.
 
Section 2.13.   Defined Terms. Capitalized terms which are not defined herein shall have the meaning ascribed to them in the relevant Base Plan.

 
8  

ARTICLE III
 
BENEFITS
 
            Section 3.1      Effect of Retirement. Upon the Normal, Early, Late or Disability Retirement of a Participant, as provided under a Base Plan, such Participant shall be entitled to a benefit equal to the amount determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award), reduced by the lesser of the Participant's actual accrued benefit under such Base Plan or the Maximum Benefit. 
 
            If the Participant received a partial prepayment as described in Section 3.10, benefits payable under this Section shall be adjusted as provided in Section 3.11.
 
            Benefits under this Section are limited as provided in Section 3.14.
 
            Section 3.2      Spouse's Pension. Upon the death of a Participant whose surviving spouse is eligible for a Spouse's Pension under a Base Plan, such surviving spouse shall be entitled to a benefit under this Plan, determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, and including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award), reduced by the lesser of the actual Spouse's Pension payable under such Base Plan or the Maximum Benefit.
 
            If the Participant received a partial prepayment as described in Section 3.10, benefits payable under this Section shall be adjusted as provided in Section 3.11.
 
            Benefits under this Section are limited as provided in Section 3.14.
 
            Section 3.3      Effect of Termination Prior to Retirement Eligibility.  If a Participant terminates employment with the Company and is entitled to a Vested Deferred Pension under a Base Plan, such Participant shall be entitled to a benefit equal to the amount determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award), reduced by the lesser of the Participant's actual accrued benefit under such Base Plan or the Maximum Benefit.
 
            If the Participant received a partial prepayment as described in Section 3.10, benefits payable under this Section shall be adjusted as provided in Section 3.11.
 
            Benefits under this Section are limited as provided in Section 3.14.
 
            Section 3.4      Benefits Prior to Separation from Service. Prior to a Participant's separation from service due to Retirement, termination or death, benefits shall accrue 
9  

under this Plan, based on the Participant's actual accrued benefit under a Base Plan or Plans, the Maximum Benefit and Deferred Cash Awards, if any. A Participant's benefit under this Plan may increase or decrease, before or after Retirement or termination, as a result of changes in the formula under any Base Plan, the Maximum Benefit, or changes in the earnings used to calculate benefits under a Base Plan formula. 
 
            Any benefit accrued under this Plan as a result of a Participant's Deferred Cash Award shall be payable only if, and to the extent that on the date of his or her termination of employment, both of the following conditions are satisfied:
 
            (a)        The Participant has a vested accrued benefit under the applicable Base Plan; and
 
            (b)        A Deferred Cash Award was made during a year which is used in the calculation of Final Average Earnings under this Plan on the date of termination.
 
            If the Participant received a partial prepayment as described in Section 3.10, benefits payable under this Section shall be adjusted as provided in Section 3.11.
 
            Benefits under this Section are limited as provided in Section 3.14.
 
            Section 3.5      Effect of Involuntarv Termination of EIP Participants Prior to Retirement Eligibility. In the event of the involuntary termination of an active Participant of the General Mills, Inc. Executive Incentive Plan, where the sum of such Participant's age and years of service with the Company equals or exceeds 75 at the date of termination, and who is entitled to a Vested Deferred Pension under a Base Plan, the provisions of this Section shall apply. Subject to the aggregate limits of Section 4.4, such Participant shall be entitled to receive benefits determined under this Section, in addition to any benefit provided under Section 3.3. Such additional benefits shall be in the form of a retirement supplement, calculated as the difference between an Early Retirement Pension under the provisions of such Base Plan and a Vested Deferred Pension under such Base Plan.  For purposes of clarification, no additional age or service credit is granted hereunder, and benefits may not commence prior to the time allowed under Section 3.8.
 
            If the Participant received a partial prepayment as described in Section 3.10, benefits payable under this Section shall be adjusted as provided in Section 3.11.
 
            Benefits under this Section are limited as provided in Section 3.14.
 
            Section 3.6      Effect of Termination of the General Mills Pension Plan. In the event of the termination of the General Mills Pension Plan within five years after a Change in Control each Participant of said plan whose benefits would then exceed the Maximum Benefit as a result of the changes required under Section 11.4 of said plan shall be entitled to receive such excess benefits under this Plan.
 
10   

            Benefits under this Section are limited as provided in Section 3.14.
 
            Section 3.7      Form of Payment. Any benefit amount payable under the Plan to a married Participant shall be adjusted and paid in the form of a joint and 100% to survivor annuity. Any benefit amount payable under the Plan to an unmarried Participant shall be paid in the form of a single life annuity. Notwithstanding the above, a married Participant may request to have such benefit amounts adjusted and paid as a joint and 50% to survivor annuity or as a single life annuity. Further, any Participant may request, subject to the approval of the Minor Amendment Committee, that any benefit amount be paid in a single sum payment in cash, effective as of the first day monthly benefits would otherwise begin. Any request for an alternate form of benefit may be made at any time before payment commences under Section 3.8. The Minor Amendment Committee may approve or reject any such request in its sole discretion. 
 
Any joint and survivor annuity shall be the actuarial equivalent of a single life annuity based on the following factors, determined using the ages of the Participant and spouse on the effective date of the payment:
 
            (a)        For benefits commencing after January 1, 1989, the formula for the joint and 100%  to survivor factor is:
 
            .868 + .005 (65 - X) + .005 (Y - X), where X is equal to the Participant's
            age and Y is equal to the age of the spouse.
 
            The formula for the joint and 50 % to survivor factor is:
 
            .928 + .003 (65 - X) + .003 (Y - X), where X is equal to the Participant's
            age and Y is equal to the age of the spouse.
 
            (b)        For benefits commencing on or before January 1, 1989, the formula for the joint and 100% to survivor factor is:
 
            .815 + .007 (63 - X) + .007 (Y - X), where X is equal to the Participant's
            age and Y is equal to the age of the spouse.
 
            The formula for the joint and 50% to survivor factor is:
 
            .898 + .004 (63 - X) + .004 (Y - X), where X is equal to the Participant's
            age and Y is equal to the age of the spouse.
 
Unless a Participant has elected otherwise, if the present value of the Participant’s benefit under this Plan is $10,000 or less at the time such benefit amount is scheduled to commence, the entire benefit amount shall be distributed in an immediate lump sum payment.  For the purpose of calculating any lump sum payment, or determining the present value under the immediately preceding sentence, the interest rate used shall be the 
11  

immediate annuity interest rate determined by the Pension Benefit Guaranty Corporation as in effect on the first day of the year in which a distribution is to be made.
 
            Section 3.8      Time of Payment. Payments shall commence on the first day of the month coincident with or next following the date upon which a Participant (or surviving spouse) first becomes eligible to commence receiving benefits under the Base Plan or Plans, regardless of the time benefits actually commence under the Base Plan. Notwithstanding any other provisions of the  Plan to the contrary, the Minor Amendment Committee may, in its sole discretion, direct that payments be made before such payments are otherwise due, if, for any reason (including but not limited to, a change in the tax or revenue laws of the United States of America, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his delegate, or a decision by a court of competent jurisdiction involving a Participant or Beneficiary), it believes that a Participant or Beneficiary has recognized or will recognize income for federal income tax purposes with respect to amounts that are or will be payable under the  Plan before they are to be paid. In making this determination, the Minor Amendment Committee shall take into account the hardship that would be imposed on the Participant or Beneficiary by the payment of federal income taxes under such circumstances.
 
            Section 3.9      Effect of Increases in the Maximum Benefit. In the event the dollar amount of the Maximum Benefit increases as a result of federal legislation, the benefits of any Participant payable under the  Plan, whether or not in pay status, shall be recalculated to take into account the higher Maximum Benefit payable from the applicable Base Plan. If payments have already commenced under the provisions of the applicable Base Plan and the Plan, benefit amounts under both Plans shall be adjusted to reflect the higher Maximum Benefit, by increasing the amount paid under the Base Plan and decreasing the amount paid under the Plan, as soon as administratively possible after such a change. Notwithstanding the above, if a Base Plan is terminated, no adjustments shall be made to benefits payable under the Plan with respect to changes in the Maximum Benefit after the date of termination of the Base Plan.
 
            Section 3.10    Partial Prepayment. Notwithstanding any other provisions of this  Plan, partial prepayment of benefits may be made from time to time, pursuant to amendments to this Section. Prepayments so authorized are described as follows:
 
            (a)
 
(1)               The first prepayment was authorized to be made in January, 1988 to those active Participants who, on December 31, 1987, had earned vested accrued benefits under one or more Base Plans equal to the Maximum Benefit then in effect, payable at December 31, 1987, or age 55, if later.
(2)               The second prepayment was authorized to be made on or after October, 1988 and before December 31, 1988, to those active Participants who had earned vested accrued benefits under one or 
12  

more Base Plans, when projected to December 31, 1988, equal to the Maximum Benefit then in effect, payable at December 31, 1988, or age 55, if later.
(3)               The third prepayment was authorized to be made in December, 1989, to those active Participants who, if the Base Plans had continued in effect through December 31, 1989 as in effect on December 31, 1988, would have earned vested accrued benefits under such Base Plans equal to the Maximum Benefit then in effect, payable at January 1, 1990, or at age 55 if later.
(4)               The fourth prepayment was authorized to be made in October, 1990, to those active Participants who, if the Base Plans had continued in effect through December 31, 1990, as in effect on December 31, 1988, would have earned vested accrued benefits under such Base Plans equal to the Maximum Benefit then in effect, payable at January 1, 1991, or at age 55 if later.
(5)               The fifth prepayment was authorized to be made in December, 1991, to those active Participants who had earned vested accrued benefits under one or more Base Plans, when projected to December 31, 1991, equal to the Maximum Benefit then in effect, payable at December 31, 1991, or age 55, if later, but only to the extent that, when estimated benefits payable at each Participant's normal retirement age were projected, the Participant's additional benefits payable from this Plan at such normal retirement date were equal to or greater than zero.
(6)               The sixth prepayment was authorized to be made in December, 1992, to those active Participants who had earned vested accrued benefits under one or more Base Plans, when projected to December 31, 1992, equal to the Maximum Benefit then in effect, payable at December 31, 1992, but only to the extent that, when estimated benefits payable at each Participant's normal retirement age (or announced early retirement age, if earlier) were projected, the Participant's additional benefits payable from this Plan at such retirement date were equal to or greater than zero.
 
(b)        For such Participants identified in (a) above who were eligible for a
Normal or Early Retirement under the applicable Base Plan as of the stated dates, a monthly benefit payable under this Plan was calculated as if (i) retirement actually occurred on the stated date, and (ii) the benefits payable under the applicable Base Plans were paid under the normal form of payment provided in such Base Plans. The resulting benefit payable under the provisions of this Plan shall be calculated as if payable in the form of an annuity for the life of such Participant.
 
(c)               For such Participants who are participating in the Company's Executive Incentive Plan but are not eligible for a Normal or Early Retirement under the applicable Base Plans as of the stated date, a monthly benefit payable 
13  

under this  Plan is calculated under the provisions of Section 3.5 as if (i) such a Participant's involuntary termination occurred as of the stated date, and (ii) the benefit payable under the applicable Base Plan is paid under the normal form of payment provided in such Base Plans. The resulting benefit payable under the provisions of this Plan shall be calculated as if payable in the form of an annuity payable for the life of such Participant.
 
(d)               The present value of the monthly benefits payable under this Plan as calculated above shall be based on the immediate annuity interest rates determined by the Pension Benefit Guaranty Corporation as in effect on the January 1 of the year of any such authorized prepayment.
 
(e)               In the event the Compensation Committee, or its delegate, believes that payment of the entire present value of any amounts calculated pursuant to this Section may result in an overpayment of amounts that would have been payable under this  Plan upon the actual retirement or separation from service of any of such Participants, without regard to the provisions of this Section, the Compensation Committee, or its delegate, shall reduce the amount of the single sum payment as the Compensation Committee, or its delegate, in its sole discretion, deems appropriate.
 
            Section 3.11    Adjustment for Prepayment. With respect to any Participant who received a prepayment of benefits under Section 3.10 above, the benefits due upon Retirement, separation or death under Sections 3.1, 3.2, 3.3, 3.4 or 3.5, or a subsequent prepayment of benefits due under Section 3.10, shall be adjusted to reflect the prepayment of benefits in the following manner:
 
(a)               The monthly benefit payable under the applicable section shall be calculated first without regard to prepayment, under a life only form of payment.
 
(b)               The offset for each prepayment shall be calculated based on a lump sum future value of the amount of the prepayment.  Such amount will be calculated using the time period from the stated date as of which the prepayment was calculated to the date of the Participant's retirement, separation, subsequent payment date, or death, and an annual interest rate equal to 66.2% of the immediate annuity interest rate used to calculate the lump sum value of such prepayment, on the after-tax value of the prepayment. The after-tax value of the prepayment shall be based on an effective annual tax rate of 33.8%.  This same rate shall be used to compute a before-tax value for offset purposes. The resulting lump sum future value is to be converted to a life annuity figure using the 1983 Group Annuity Mortality table for males.
 
(c)               The result in (b) above shall be subtracted from (a) above after both figures have been adjusted for the appropriate form of benefit selected by 
14  

the Participant (or spouse, in the event of the Participant's death).  The result shall be the additional benefit remaining, if any, to be paid from this Plan.  In the event of multiple prepayments for such a Participant, the offset for each prepayment shall be calculated separately and applied to the benefit in (a) above in the order in which paid.  In the event the amount (or amounts in the event of multiple payments) determined in (b) above is equal to the amount determined in (a) above, no additional benefits shall be payable under this Plan.  If the amount (or amounts in the event of multiple payments) determined in (b) above is greater than the amount determined in (a) above, the Company shall be entitled to recover the amount of any excess prepayments from the Participant and may withhold and retain sums which would otherwise be payable to the Participant under any other nonqualified plan of the Company in satisfaction of the excess prepayment.
 
            Section 3.12    Participants Formerly on Leave to General Mills Restaurants. Inc. Participants in this Plan (i) who were active participants in the Retirement Income Plan of General Mills, Inc. ("RIP") on "leave of absence status" to General Mills Restaurants, Inc. and (ii) whose leaves were canceled effective as of May 31, 1991, may be entitled to additional benefits under this Plan as described below.  In addition to any benefits that such a Participant may be entitled to under the provisions of this Article III, this Plan shall also pay the difference, if any, between the total benefits the Participant is entitled to from the Base Plan in which he or she is participating at the time of termination and this Plan, and the total benefits the Participant would have been entitled to from the RIP and this Plan, had the Participant continued to participate in the RIP until the date of the Participant's termination of employment or Retirement.
 
            Benefits under this Section are limited as provided in Section 3.14.
 
            Section 3.13    Presidents of General Mills Restaurants. Inc. Participants in this Plan who were employed as Presidents of a General Mills Restaurants, Inc. division as of May 31, 1994, were not eligible for any benefit accrual under the terms of the Base Plan in which they participated for the period from January 1, 1989 through May 31, 1994. Benefits shall accrue under the terms of this Plan equal to the entire benefit which would have accrued to such individuals under the applicable Base Plan for this period. The form and timing of such payments shall be subject to all provisions of this Plan.
 
 Section 3.14  Preservation of Grandfathered Benefit.  Notwithstanding any other provision of the Plan to the contrary, benefits payable under this restatement of the Plan shall be limited to a Participant’s “Grandfathered Benefit”.  Each Participant’s Grandfathered Benefit shall equal the present value of the benefit to which the Participant would have been entitled if he or she voluntarily terminated services, without cause, with General Mills on December 31, 2004 and received a payment of said benefits on the earliest possible date allowed under the Plan, in the form of a single life annuity.  For purposes of calculating the Grandfathered Benefit the actual benefit commencement date will be taken into account, but without regard to the actual form of payment elected, any 
15  

further services rendered after December 31, 2004, or any other event affecting the amount or entitlement to benefits.
 
For purposes of this Section 3.14, the present value of benefits is calculated using the interest rate and mortality table applicable under Code section 417(e) as of December 31, 2004 (i.e., 4.74% interest and the 94 GAR mortality table referenced in Revenue Ruling 2001-62).

 
 
16  

ARTICLE IV
 
PLAN ADMINISTRATION
 
            Section 4.1      Administration. The Plan shall be administered by the Minor Amendment Committee, which has the authority to delegate its responsibilities hereunder.  The Minor Amendment Committee and authorized delegates shall have the discretionary authority to interpret and construe the terms of the Plan; determine the eligibility to participate in the Plan, the nature and amount of benefits, the rights of Participants in the Plan; and decide any disputes that may arise under the Plan.  Any such interpretation and/or determination shall be final and binding on all parties.  The Company will pay for all distributions made pursuant to the Plan and for all costs, charges and expenses relating to the administration of the Plan.
 
            Section 4.2      Delegated Duties. The Minor Amendment Committee shall have the authority to delegate the duties and responsibilities of administering the Plan, maintaining records, issuing such rules and regulations as it deems appropriate, and making the payments hereunder to such employees or agents of the Company as it deems proper.  All authority vested in the Minor Amendment Committee shall also be vested in the Committee’s delegates.
 
Section 4.3      Amendment and Termination. The Minor Amendment Committee may amend, modify or terminate the Plan at any time, provided, however, that no such amendment, modification or termination shall adversely affect any accrued benefit under the Plan to which a Participant, or the Participant's Beneficiary, is entitled under Article III prior to the date of such amendment or termination, and in which such Participant, or the Participant's Beneficiary, would have been vested if such benefit had been provided under the applicable Base Plan, unless the Participant, or the Participant's Beneficiary, becomes entitled to an amount equal to the cash value of such benefit under another plan, program or practice adopted by the Company. Notwithstanding the above, no amendment, modification, or termination which would affect benefits accrued under this Plan prior to such amendment, modification or termination may occur after a Change in Control without the written consent of a majority of the Participants determined as of the day before such Change in Control.  Moreover, it is intended that no amendment to the Plan shall result in a “material modification” to Grandfathered Amounts.
 
            Section 4.4      Payments. General Mills, Inc. will pay all benefits arising under this Plan and all costs, charges and expenses relating thereto. The benefits payable under this Plan to each Participant shall not be greater than what would have been paid in the aggregate under the Base Plan (i) in the absence of federal limitations on benefit amounts, (ii) if amounts deferred had been paid to the Participant when earned, and (iii) with respect to Section 3.5, the Participant had actually been eligible for Early Retirement under the Base Plan.
 
17   

      Section 4.5      Claims for Benefits.  
 
(a)        Filing a Claim.  A Participant or his authorized representative may file a claim for benefits under the Plan.  Any claim must be in writing and submitted to the Minor Amendment Committee at such address as may be specified from time to time.  The Minor Amendment Committee may delegate its responsibilities and discretionary authority to make initial claim determinations under the Plan.  Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.
(b)        Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Minor Amendment Committee.  If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period. 
(c)        Reasons for Denial.  A denial or partial denial of a claim will be dated and signed by the Minor Amendment Committee or its delegate and will clearly set forth:
(i)          the specific reason or reasons for the denial;
(ii)        specific reference to pertinent Plan provisions on which the denial is based;
(iii)        a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(iv)       an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.
 
(d)       Review of Denial.  Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Minor Amendment Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Minor Amendment Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim.  A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing.  The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
18   

If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it.  If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant.  Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.
 
(e)        Decision Upon Review.  The Minor Amendment Committee will provide a prompt written decision on review.  If the claim is denied on review, the decision shall set forth:
(i)          the specific reason or reasons for the adverse determination;
(ii)        specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii)        a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and
(iv)      a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).
A decision will be rendered no more than 60 days after the Minor Amendment Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Minor Amendment Committee determines that special circumstances (such as for a hearing) require such extension.  If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.
 
(f)        Finality of Determinations; Exhaustion of Remedies.  To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.
 
(g)        Limitations Period.   Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than twelve (12) months following a 
19  

final decision on the claim for benefits by the Minor Amendment Committee.  The twelve-month limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.
 
Section 4.6      Non-Assignability of Benefits. Neither any benefit payable hereunder nor the right to receive any future benefit payable under the Plan may be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a person eligible for any benefits becomes bankrupt, the interest under the Plan of the person affected may be terminated by the Compensation Committee which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such person or make any other disposition of such benefits that it deems appropriate. 
 
            Section 4.7      Applicable Law. All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and the laws of the State applicable to the Base Plan covering  the Participant.
 
            Section 4.8      Supplemental Benefits Trust.  General Mills, Inc. has established a Supplemental Benefits Trust with Wells Fargo Bank Minneapolis, N.A.  as Trustee to hold assets of General Mills, Inc. under certain circumstances as a reserve for the discharge of the company’s obligations under the Plan and certain other plans of deferred compensation.  In the event of a Change in Control as defined in Section 2.3 hereof, General Mills, Inc. shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund all benefits payable under the Plan.  Any Participant of the Plan shall have the right to demand and secure specific performance of this provision.  General Mills, Inc. may fund the Trust in the event of the occurrence of a Potential Change in Control as determined by the Finance Committee of the Board.  All assets held in the Trust remain subject only to the claims of the general creditors of General Mills, Inc. whose claims against the company are not satisfied because of the Company’s bankruptcy or insolvency (as those terms are defined in the Trust Agreement).  No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the Plan, are unsecured contractual claims of the Participant against General Mills, Inc.
20   

 
Exhibit 10.3

 

 

 

 
 
2005 SUPPLEMENTAL RETIREMENT PLAN
 
OF GENERAL MILLS, INC.
 
(Applicable to Amounts Earned or Vested after December 31, 2004)

 

 

 

 

 

 

                 
March 2021

 
AMENDMENT NO. 5
TO THE
2005 SUPPLEMENTAL RETIREMENT PLAN

The 2005 Supplemental Retirement Plan of General Mills, Inc. is amended as follows, effective as of the date of adoption:
 
1.      Plan Spin Off.  Participants in this Plan who had experienced a Separation from Service on or before June 1, 2018 shall no longer be Participants in this Plan. All benefits for such individuals accrued under this Plan prior to June 1, 2018, as well as all future accrued benefits (if any), shall be earned and credited under the Supplemental Retirement Plan I of General Mills, Inc. (“Supplemental Plan I”).
 
2.      Non-Duplication of Benefits. As a result of the spin off described above, eligible individuals shall be entitled to non-grandfathered benefit payments exclusively from either this Plan or Supplemental Plan I, but in no case from both. If for any reason the intent of the previous sentence is frustrated, benefits under this Plan shall be offset by the value of any person’s benefit payments under Supplemental Plan I.

1  

2005 SUPPLEMENTAL RETIREMENT PLAN
OF GENERAL MILLS, INC.
 
(Amended and Restated Effective January 1, 2005)
(Applicable to Amounts Earned or Vested after December 31, 2004)
 
Effective as of January 1, 2005, General Mills, Inc. hereby amends and restates the Supplemental Retirement Plan of General Mills, Inc. and renames this portion of it the "2005 Supplemental Retirement Plan of General Mills, Inc." for the exclusive benefit of its eligible employees.  The provisions of this amended and restated Plan are applicable only to amounts that are not covered by the terms of the Supplemental Retirement Plan of General Mills, Inc. (As Grandfathered Effective January 1, 2005), referred to herein as the "Grandfathered Plan," because they were not earned and vested by December 31, 2004.  Amounts earned and vested by December 31, 2004 are covered exclusively by the terms of the Grandfathered Plan.
 
This Plan is intended (1) to comply with Code section 409A and official guidance issued thereunder, and (2) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

 
 
2  

ARTICLE I
 
INTRODUCTION
 
            Section 1.1      Name of Plan. The name of the Plan is the "2005 Supplemental Retirement Plan of General Mills, Inc." It is also referred to as the "Plan."
 
            Section 1.2      Effective Date. The effective date of the Plan is January 1, 2005. The Plan, except as may otherwise be specifically provided herein, shall not apply to Participants who separated from active service prior to January 1, 2005; such Participants shall be governed exclusively by the Plan document in existence at the time of their separation.  Also, this Plan does not apply to the benefits of any Participant where such benefits were earned and vested as of December 31, 2004.
 
            Section 1.3 Base Plan Freeze.  The Retirement Income Plan of the General Mills Pension Plan has been frozen as of January 1, 2028.  The provisions of this Plan, and particularly Article III, are interpreted consisted with this.

 
 
3  

ARTICLE II
 
DEFINITIONS
 
            Section 2.1      Base Plan shall mean a defined benefit pension plan sponsored by the Company, which is qualified under the provisions of Code Section 401.  
 
            Section 2.2      Board  shall mean the Board of Directors of General Mills, Inc.
 
            Section 2.3      Change in Control occurs:
 
(a)               upon the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "1934 Act") (a "Person")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person's beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; or
 
(b)               if individuals who, as of a given date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
4  

 
(c)               upon the approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company ("Business Combination") or, if consummation of such Business Combination is subject, at the time of such approval by shareholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Voting Securities, (ii) no person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock or the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors or the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
 
(d)               upon approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
 
            Section 2.4      Code  shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.
 
            Section 2.5      Company  shall mean General Mills, Inc. and any of its subsidiaries or affiliated business entities as shall be authorized to participate in the Plan by the Board, or its delegate. 
 
            Section 2.6      Compensation Committee shall mean the Compensation Committee of the Board.
 
5  

            Section 2.7      Deferred Cash Award shall mean the cash amount deferred by an individual under any formal plan of deferred compensation sponsored by the Company. A Deferred Cash Award shall not include:
 
(a)               any base salary which was deferred during calendar year 1986;
 
(b)               any interest or investment increment applied to the amount of the cash award which is deferred; or
 
(c)               Any cash amount deferred by any person under any individual contract or arrangement with the Company or any of its subsidiaries or affiliated business entities.
 
            Section 2.8      ERISA  shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.
 
            Section 2.9      Grandfathered Plan shall mean the Supplemental Retirement Plan of General Mills, Inc. (As Grandfathered Effective January 1, 2005) under which benefits were earned and vested as of December 31, 2004 (within the meaning of Code section 409A and official guidance thereunder).

             Section 2.9A   “Involuntary Termination” shall mean a Participant’s Separation from Service on account of an involuntary termination of employment with the Company, other than for misconduct, which occurs solely due to the Company’s independent exercise of its unilateral authority to terminate the Participant’s employment and not due to the Participant’s voluntary termination of employment.  In addition, to qualify as an Involuntary Termination under this Plan, the Participant must execute such release agreement otherwise provided by the Company.
 
Section 2.10    Key Employee shall mean an employee treated as a “specified employee” as of his Separation from Service under Code section 409A(a)(2)(B)(i) of the Company if the Company’s stock is publicly traded on an established securities market or otherwise (i.e., a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof)).  Key Employees shall be determined in accordance with Code section 409A using a December 31 identification date.  A listing of Key Employees as of an identification date shall be effective for the 12-month period beginning on the April 1 following the identification date.
 
            Section 2.11    Minor Amendment Committee shall mean the Minor Amendment Committee appointed by the Compensation Committee, and shall include said Committee’s delegates.
 
            Section 2.12    "Maximum Benefit" shall mean the maximum annual benefit payable in dollars permitted to be either accrued or paid to a participant of any Base Plan, as determined under all applicable provisions of the Code and ERISA, specifically taking 
6  

into account the limitations of Code Sections 401(a)(17) and 415, and any applicable regulations thereunder. It is specifically intended that the Maximum Benefit, as defined herein, shall take into account changes in the dollar limits under Code sections 401(a)(17) and 415, and benefits payable from this Plan and the Base Plan shall be adjusted accordingly. In addition, if a Base Plan limits the accrued benefits of any Participant by restricting the application of future changes in such dollar limits with respect to such Participant, benefits payable under this Plan shall nevertheless be determined on the full amount that would have been permissible absent such restrictions under the Base Plan.
 
            Section 2.12A “Modified Final Average Earnings” shall mean the greater of: (a) the average of the Participant’s Earnable Compensation for the Participant’s final sixty months of employment; or (b) the average of the five highest calendar years of Earnable Compensation received by a Participant prior to the Determination Date, with the result divided by 12.  If the Participant has less than sixty months of Earnable Compensation, Modified Final Average Earnings shall mean the average of all Earnable Compensation received by such Participant prior to the Determination Date, stated on a monthly basis.  Notwithstanding any other Plan provision, for a Participant who, as of June 30, 2016, was both (1) an active employee (not on a termination leave of absence) paid on U.S. payroll, and (2) an officer on the Company’s records, his or her Modified Final Average Earnings shall not be less than what it was as of June 30, 2016.
 
            Section 2.13    Participant  shall mean an individual who is a participant in the Company's Executive Incentive Plan or who is eligible to defer compensation under a formal deferred compensation program maintained by the Company, and who is:
 
(a)               An active participant in one or more Base Plans on and after January 1, 2005 and whose accrued benefits, determined on the basis of the provisions of such Base Plans without regard to the Maximum Benefit, would exceed the Maximum Benefit;
 
(b)               An individual with a Deferred Cash Award, which, if included as compensation under any Base Plans in which such individual is a participant, would result in a greater accrued benefit under the provisions of such Base Plans; or
 
(c)               An active participant of the General Mills, Inc. Executive Incentive Plan who is entitled to a vested Pension under a Base Plan and who is involuntarily terminated prior to attainment of age 55, if the sum of such individual's age and length of company service at the date of termination equals or exceeds 75.  Notwithstanding the previous sentence, no individual shall be a Participant by virtue of this subsection if his/her age plus length of Company service did not equal or exceed 75 on or before December 31, 2017.
 
(d)               For purposes of eligibility for the special benefits described in Section 3.14(b), an individual who is otherwise eligible to defer compensation 
7  

under the General Mills, Inc. 2005 Deferred Compensation Plan, whether or not he or she has actually deferred any compensation.
 
An eligible individual shall remain a Participant under this Plan until all amounts payable on his or her behalf from this Plan have been paid.
 
Section 2.14    Separation from Service shall mean a “separation from service” within the meaning of Code section 409A; provided, however, for purposes of this determination, a reasonably anticipated permanent reduction in the level of bona fide services to 21% or less of the average level of bona fide services provided in the immediately preceding 36 months shall be deemed to be a Separation from Service.
 
            Section 2.15    Defined Terms. Capitalized terms which are not defined herein shall have the meaning ascribed to them in the relevant Base Plan. 
 
8  

ARTICLE III
 
BENEFITS
 
This Article describes how a Participant's total benefit under the Plan and the Grandfathered Plan (if applicable) is calculated.  Any portion of a Participant's benefit covered by the Grandfathered Plan will be distributed in accordance with the terms of the Grandfathered Plan and will not be subject to the distribution rules of this Article III.  The remaining portion of a Participant’s benefit will be distributed in accordance with the terms of this Article III.
 
            Section 3.1      Effect of Retirement. Upon the Normal, Early, or Late Retirement of a Participant, as provided under a Base Plan, such Participant shall be entitled to a benefit equal to the amount determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, and further calculated subject to the following adjustments: (1) by using Modified Final Average Earnings in lieu of Final Average Earnings under the Base Plan; (2) including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award); and then (3) reduced (but not below zero) by the lesser of the Participant's actual accrued benefit under such Base Plan or the Maximum Benefit. 
 
            Section 3.2      Spouse's Pension. Upon the death of a Participant whose surviving spouse is eligible for a Spouse's Pension under a Base Plan, such surviving spouse shall be entitled to a benefit under this Plan, determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, and further calculated subject to the following adjustments: (1) by using Modified Final Average Earnings in lieu of Final Average Earnings under the Base Plan; (2) and including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award), and then (3) reduced (but not below zero) by the lesser of the actual Spouse's Pension payable under such Base Plan or the Maximum Benefit.  To the extent a benefit becomes payable to a registered domestic partner, the entire benefit shall be payable under the terms of this Plan and no portion of such benefit shall be payable under the Grandfathered Plan.
 
            Section 3.3      Effect of Termination Prior to Retirement Eligibility.  If a Participant terminates employment with the Company and is entitled to a Vested Deferred Pension under a Base Plan, such Participant shall be entitled to a benefit equal to the amount determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, and further calculated subject to the following adjustments: (1) by using Modified Final Average Earnings in lieu of Final Average Earnings under the Base Plan; (2) and including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award), and then (3) reduced (but not below zero) by the lesser of the Participant's actual accrued benefit under such Base Plan or the Maximum Benefit.

9  

            Section 3.4      Benefits Prior to Separation from Service. Prior to a Participant's Separation from Service due to Retirement, termination or death, benefits shall accrue under this Plan, based on the Participant's actual accrued benefit under a Base Plan or Plans, the Maximum Benefit,  the foregoing modifications, including Modified Final Average Earnings (in lieu of Final Average Earnings), and Deferred Cash Awards, if any; provided, however, that in no event shall a Participant’s benefit be reduced below zero due to any adjustments or offsets hereunder. A Participant's benefit under this Plan may increase or decrease, before or after Retirement or termination, as a result of changes in the formula under any Base Plan, the Maximum Benefit, or changes in the earnings used to calculate benefits under a Base Plan formula. 
 
            Any benefit accrued under this Plan as a result of a Participant's Deferred Cash Award shall be payable only if, and to the extent that on the date of his or her termination of employment, both of the following conditions are satisfied:
 
            (a)        The Participant has a vested accrued benefit under the applicable Base Plan; and
 
            (b)        A Deferred Cash Award was made during a year which is used in the calculation of Final Average Earnings under this Plan on the date of termination.
 
            Section 3.5      Effect of Involuntary Termination of EIP Participants Prior to Retirement Eligibility. In the event of the involuntary termination of an active Participant of the General Mills, Inc. Executive Incentive Plan, where the sum of such Participant's age and years of service with the Company equals or exceeds 75 at the date of termination, and who is entitled to a Vested Deferred Pension under a Base Plan, the provisions of this Section shall apply. Subject to the aggregate limits of Section 4.4, such Participant shall be entitled to receive benefits determined under this Section, in addition to any benefit provided under Section 3.3. Such additional benefits shall be in the form of a retirement supplement, calculated as the difference between an Early Retirement Pension under the provisions of such Base Plan and a Vested Deferred Pension under such Base Plan.  For purposes of clarification, no additional age or service credit is granted hereunder, and benefits may not commence prior to the time allowed under Section 3.8.  Notwithstanding the other provisions hereof, this Section shall not apply to anyone whose age plus length of Company service did no equal or exceed 75 on or before December 31, 2017.
 
            Section 3.6      Effect of Change in Control.  Upon a Change in Control, all Participants shall be immediately vested in their Plan benefits, regardless of their vested status under any Base Plan.  In the event of the termination of the General Mills Pension Plan within five years after a Change in Control each Participant of said plan whose benefits would then exceed the Maximum Benefit as a result of the changes required under Section 11.4 of said plan shall be entitled to receive such excess benefits under this Plan.
 
10   

            Section 3.7      Form of Payment. Any benefit amount payable under the Plan to a married Participant shall be adjusted and paid in the form of a joint and 100% to survivor annuity. Any benefit amount payable under the Plan to an unmarried Participant shall be paid in the form of a single life annuity. Notwithstanding the above, all Participants may request to have such benefit amounts adjusted (if applicable) and paid as a joint and 100% to survivor annuity, joint and 50% to survivor annuity or as a single life annuity.  Any request for an alternate form of benefit may be made at any time before payment commences under Section 3.8.
 
             A benefit payable to a surviving spouse under Section 3.2 shall be paid in the form of a single life annuity.
 
Notwithstanding the above, if the present value of a Participant’s benefit amount under this Plan is $10,000 or less at the time such benefit amount is scheduled to commence, the entire benefit amount shall be distributed in an immediate lump sum payment.  For purposes of this Section 3.7, the present value of benefits is calculated using the applicable interest rate under Code section 417(e) as of the October immediately preceding the calendar year in which a distribution is to be made and the applicable mortality table under Code section 417(e) in effect as of said date.
 
Any joint and survivor annuity shall be the actuarial equivalent of a single life annuity based on the following factors, determined using the ages of the Participant and spouse on the effective date of the payment:
 
            Interest Rate:               7.5% per year
 
Mortality Table:          Basic Table – 94 GAR per Revenue Ruling 2001-62; unisex Adjustment – 50% male, or such other table as is provided under Code section 417(e).
 
            Section 3.8      Time of Payment. Plan benefits shall be paid or commence within 90 days following the later to occur of (a) the Participant attaining age 55, or (b) the Participant's Separation from Service.
 
            For purposes of payment commencement to a surviving spouse under Section 3.2, the first annuity payment shall be made within 90 days following the later to occur of (a) the date the Participant would have attained age 55, and (b) the date of the Participant’s death.
 
Notwithstanding the above,  in the event that a Participant is a Key Employee and payments are to commence based on his Separation from Service, the distributions to such Participant shall commence no earlier than six months following the date of his Separation from Service (or, if earlier, the date of the Participant’s death).  Amounts payable to the Participant during such period of delay shall be accumulated and paid on the first day of the seventh month following the Participant’s Separation from Service (or, if earlier, the first day of the month after the Participant’s death).  Interest shall accrue on 
11  

such amounts during the period of delay at an annual rate equal to the Prime Rate plus one-percent (1%).  For purposes of this Section 3.8, "Prime Rate" means the prime rate listed in the Wall Street Journal banking survey for the business day coincident with or next following the date of the Participant's benefit commencement date.
 
            Section 3.9      Effect of Increases in the Maximum Benefit. In the event the dollar amount of the Maximum Benefit increases as a result of federal legislation, the benefits of any Participant payable under the Plan, whether or not in pay status, shall be recalculated to take into account the higher Maximum Benefit payable from the applicable Base Plan. If payments have already commenced under the provisions of the applicable Base Plan and the Plan, benefit amounts under both Plans shall be adjusted to reflect the higher Maximum Benefit, by increasing the amount paid under the Base Plan and decreasing the amount paid under the Plan, as soon as administratively possible after such a change. Notwithstanding the above, if a Base Plan is terminated, no adjustments shall be made to benefits payable under the Plan with respect to changes in the Maximum Benefit after the date of termination of the Base Plan.
             
            Section 3.10    Effect of Early Taxation.  If the Participant’s benefits under the Plan are includible in income pursuant to Code section 409A, such benefits shall be distributed immediately to the Participant.
 
Section 3.11    Permitted Delays.   Any payment to a Participant under the Plan shall be delayed upon the Minor Amendment Committee's reasonable anticipation that the making of the payment would violate Federal securities laws or other applicable law; provided, that any payment delayed pursuant to this Section shall be paid in accordance with Code section 409A.

            Section 3.12    Special Transition Rule During 2005.  Any Participant who Separated from Service during 2005 shall have his or her benefit that is otherwise payable from this Plan paid in a lump sum as soon as administratively feasible after said Separation from Service.  These distributions shall be made in accordance with the relevant provisions of IRS Notice 2005-1.  After 2005, the provisions of this Article III shall apply as otherwise applicable. 
 
            Section 3.13    Special Eligibility and Vesting Rule.  Notwithstanding any other provision of this Article III, for purposes of this Plan if a Participant is entitled to the special vesting acceleration provided under Sections 4.4 (of Plan A) or 4.7 (of Plan B)  of the Separation Pay and Benefits Program for Officers of General Mills, Inc., he or she will be treated as being fully vested and eligible for a Normal, Early or Late Retirement under the relevant Base Plan.  The determination of whether a retirement is a Normal, Early or Late Retirement shall be made without regard to any service requirements under the Base Plan.  For purposes of clarity, Participants entitled to a benefit solely as a result of this Section 3.13 shall have the entire amount of their benefit, including the portion which is below the Maximum Benefit, paid under this Plan.

12   

 
Section 3.14    Special Limited Time Benefit Enhancement.   
 
(a)               In the event that a Participant’s employment is terminated due to an Involuntary Termination at any time between June 1, 2012 and May 31, 2013 and, on the date of such Involuntary Termination, the Participant has attained age 53 (but not age 55) and completed at least 10 years of Eligibility Service, the Participant’s benefit under this Plan shall be determined as if the Participant continued to work until and terminated employment upon attainment of age 55.  For this purpose, the Participant will be credited with additional years of Benefit Service recognizing the period between the date of Involuntary Termination and the date the Participant would attain age 55.  All benefits under this Section 3.14(a) will be calculated as though the Participant had attained age 55.  In addition, the Participant’s Earnable Compensation shall be determined as of the date of Involuntary Termination without any further adjustment.  In all events, the timing of payment of benefits under this Plan shall be governed solely by Section 3.8 and no payment shall be made prior to the time a Participant actually attains age 55.
 
(b)               In the event that the employment of a Participant is terminated due to an Involuntary Termination between November 1, 2014 and May 22, 2015 and, on the date of such Involuntary Termination, the Participant has attained age 53 (but not age 55) and completed at least 10 years of Eligibility Service, each Participant’s benefit under this Plan shall be determined as if the Participant continued to work until and terminated employment upon attainment of age 55.  For this purpose, the Participant will be credited with additional years of Benefit Service recognizing the period between the date of Involuntary Termination and the date the Participant would attain age 55.  All benefits under this Section 3.14(b) will be calculated as though the Participant had attained age 55.  In addition, the Participant’s Earnable Compensation shall be determined as of the date of Involuntary Termination without any further adjustment.  In all events, the timing of payment of benefits under this Plan shall be governed solely by Section 3.8 and no payment shall be made prior to the time a Participant actually attains age 55.

 
            Section 3.15    Effect of Plan Amendment/Protection of Benefit Levels.  Notwithstanding any amendment to this Article III with respect to benefit calculations, in no event will the amount of a Participant’s benefit under this Plan be less than the amount of any benefit to which the Participant otherwise may be entitled as of the date immediately preceding the effective date of any such amendment.
 
13   

ARTICLE IV
 
PLAN ADMINISTRATION
 
            Section 4.1      Administration.  The Plan shall be administered by the Company’s Vice, President, Compensation & Benefits, who has the authority to delegate said responsibilities hereunder (“Administrator”).  The Company’sVice President, Compensation & Benefits, and authorized delegates, shall have the discretionary authority to interpret and construe the terms of the Plan; determine the eligibility to participate in the Plan, the nature and amount of benefits, the rights of Participants in the Plan; and decide any disputes that may arise under the Plan.  Any such interpretation and/or determination shall be final and binding on all parties. 
 
            Section 4.2      Delegated Duties.  The Company’s Vice President, Compensation & Benefits, shall have the authority to delegate the duties and responsibilities of administering the Plan, maintaining records, issuing such rules and regulations as it deems appropriate, and making the payments hereunder to such employees or agents of the Company as he/she deems proper.  All authority vested in the Company’s Vice President, Compensation & Benefits shall also be vested in said delegates.
 
            Section 4.3      Amendment and Termination. The Minor Amendment Committee may amend, modify or terminate the Plan at any time; provided, however, that no such amendment, modification or termination shall adversely affect any accrued benefit under the Plan to which a Participant, or the Participant's Beneficiary, is entitled under Article III prior to the date of such amendment or termination, and in which such Participant, or the Participant's Beneficiary, would have been vested if such benefit had been provided under the applicable Base Plan.  Notwithstanding the above, no amendment, modification, or termination which would affect benefits accrued under this Plan prior to such amendment, modification or termination may occur after a Change in Control without the written consent of a majority of the Participants determined as of the day before such Change in Control.
 
            Upon termination of the Plan, distribution of Plan benefits shall be made to Participants and Beneficiaries in the same manner and at the time described in Article III, unless the Company determines in its sole discretion that all such amounts be distributed upon termination in accordance with the requirements under Code section 409A.  Upon termination of the Plan, no further benefit accruals shall occur.
 
            Section 4.4      Payments.  General Mills, Inc.  will pay all benefits arising under this Plan and all costs, charges and expenses relating thereto. The benefits payable under this Plan to each Participant shall not be greater than what would have been paid in the aggregate under the Base Plan (i) in the absence of federal limitations on benefit amounts, (ii) if amounts deferred had been paid to the Participant when earned, and (iii) with respect to Section 3.5, the Participant had actually been eligible for Early Retirement under the Base Plan.
 
14   

      Section 4.5      Claims for Benefits.  
 
(a)        Filing a Claim.  A Participant or his/her authorized representative may file a claim for benefits under the Plan.  Any claim must be in writing and submitted to the Administrator at such address as may be specified from time to time.  The Administrator may delegate his/her responsibilities and discretionary authority to make initial claim determinations under the Plan.  Claimants will be notified in writing of approved claims.  A claim is considered approved only if its approval is communicated in writing to a claimant.
(b)        Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Administrator.  If special circumstances (such as a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.   
(c)        Reasons for Denial.  A denial or partial denial of a claim will be dated and signed by the Administrator or his/her delegate and will clearly set forth:
(i)          the specific reason or reasons for the denial;
(ii)        specific reference to pertinent Plan provisions on which the denial is based;
(iii)        a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(iv)       an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.
 
(d)       Review of Denial.  Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Minor Amendment Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Minor Amendment Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim.  A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing.  The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.  
15   

If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it.  If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant.  Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.
 
(e)        Decision Upon Review.  The Minor Amendment Committee will provide a prompt written decision on review.  If the claim is denied on review, the decision shall set forth:
(i)          the specific reason or reasons for the adverse determination;
(ii)        specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii)        a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and
(iv)      a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).
A decision will be rendered no more than 60 days after the Minor Amendment Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Minor Amendment Committee determines that special circumstances (such as for a hearing) require such extension.  If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.
 
(f)        Finality of Determinations; Exhaustion of Remedies.  To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his/her remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure. 
 
(g)        Limitations Period.   Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than twelve (12) months following a 
16  

final decision on the claim for benefits by the Minor Amendment Committee (or twelve (12) months following the date the claim is abandoned, if earlier).  The twelve-month limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.
 
            Section 4.6      Non-Assignability of Benefits. Neither any benefit payable hereunder nor the right to receive any future benefit payable under the Plan may be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a person eligible for any benefits becomes bankrupt, the interest under the Plan of the person affected may be terminated by the Compensation Committee which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such person or make any other disposition of such benefits that it deems appropriate.

            Section 4.7      Applicable Law. All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and the laws of the State applicable to the Base Plan covering  the Participant.
 
            Section 4.8      Supplemental Benefits Trust.  The Company has established a Supplemental Benefits Trust with Wells Fargo Bank Minneapolis, N.A. as Trustee to hold assets of the Company under certain circumstances as a reserve for the discharge of the Company’s obligations under the Plan and certain other plans of deferred compensation of the Company.  In the event of a Change in Control as defined in Section 2.3 hereof, the Company shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund all benefits payable under the Plan.  Any Participant of the Plan shall have the right to demand and secure specific performance of this provision.  The Company may fund the Trust in the event of the occurrence of a potential Change in Control as determined by the Finance Committee of the Board.  All assets held in the Trust remain subject only to the claims of the Company’s general creditors whose claims against the Company are not satisfied because of the Company’s bankruptcy or insolvency (as those terms are defined in the Trust Agreement).  No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the Plan, are unsecured contractual claims of the Participant against General Mills, Inc.
17   

 
Exhibit 10.4

 

 

 

 

 
SUPPLEMENTAL SAVINGS PLAN
 
OF GENERAL MILLS, INC.
 
(Amended and Restated Generally Effective January 1, 2014)

 

 

 

 

 

 

 

 
                                                                                                                                March 2021

 
SUPPLEMENTAL SAVINGS PLAN
OF GENERAL MILLS, INC.
(Amended and Restated Generally Effective January 1, 2014)
 
The Supplemental Savings Plan of General Mills, Inc. (the "Plan"), a non-qualified deferred compensation plan for the exclusive benefit of its employees, is hereby amended and restated generally effective as of January 1, 2014, except as otherwise expressly provided herein.  The Plan was previously restated for Code section 409A and other changes generally effective as of January 1, 2005.  The Plan is intended to comply with Code section 409A and official guidance issued thereunder, and to be "a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

ARTICLE I
 
INTRODUCTION
 
            Section 1.1      Name of Plan.  The name of the Plan is the "Supplemental Savings Plan of General Mills, Inc."  It is also referred to as the "Supplemental Savings Plan" or the "Plan."
 
            Section 1.2      Effective Date.  The original effective date of the Plan is July 25, 1983, and except as otherwise expressly provided herein, the effective date of the amended and restated Plan is January 1, 2014.
 
            Section 1.3      Purpose.  The purposes of the Supplemental Savings Plan are to: (i) provide a means by which a Participant may, under certain circumstances, be credited with benefits which, in the absence of restrictions imposed by Code sections 401(a)(17), 401(k), 401(m), 402(g), or 415, would be provided as Company Contributions under a Base Plan; and (ii) provide a means by which certain individuals, who are otherwise eligible to participate in this Plan, may be credited with amounts set forth under individual arrangements which the Administrator has approved for inclusion in this Plan.
 
            Section 1.4      Administrator.  The Plan shall be administered by the Company’s Vice President, Compensation and Benefits (the “Administrator”).  The Administrator may delegate his/her authority under this Plan.

 
 
1  

ARTICLE II
 
DEFINITIONS
 
            Section 2.1      Account  shall mean a Participant's individual account or accounts, as described in Section 3.2 of this Plan.
             
            Section 2.2      Base Plan shall mean a defined contribution plan sponsored by the Company, which is qualified under the provisions of Code Section 401, including the General Mills 401(k) Plan and such other defined contribution plans as have been declared by the Administrator. 
 
            Section 2.3      Beneficiary    shall mean the beneficiary or beneficiaries designated by the Participant in writing and filed with the Administrator or his/her delegate to receive the balance, if any, remaining in the Participant's Accounts upon the Participant's death.  If at the time of death there is no beneficiary properly designated or surviving, the beneficiary shall be the Participant’s spouse, or if no spouse is living at that time, the Participant’s “registered domestic partner”, or if no registered domestic partner exists, the Participant’s estate.  If more than one beneficiary is named and one of said named beneficiaries predeceases the Participant, the deceased named beneficiary shall be deemed not to have been named a beneficiary, and no payment shall be made to said person’s estate or otherwise.  Amounts payable upon the Participant’s death shall be determined in accordance with the written beneficiary designation, but without regard to the named beneficiary who predeceased the Participant.  If a beneficiary dies after a Participant but before all the payments due under the Plan have been made to that beneficiary, the remaining payments otherwise payable to the beneficiary shall be paid to the beneficiary’s estate.  Determination of the beneficiary in each case shall be made by the Administrator or its delegate.
 
            Section 2.4      Board  shall mean the Board of Directors of General Mills, Inc.
 
            Section 2.5      Change in Control occurs:
 
(a)        upon the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the" 1934 Act") (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20 % or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation 
2  

controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person's beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20 % as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; or
 
(b)        if individuals who, as of a given date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
 
(c)        upon the approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company ("Business Combination") or, if consummation of such Business Combination is subject at the time of such approval by shareholders to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Voting Securities, (ii) no person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock or the 
3  

corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors or the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
 
(d)       upon approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
 
            Section 2.6      Code  shall mean the Internal Revenue Code of 1986, as amended from time to time.
 
            Section 2.7      Company  shall mean General Mills, Inc., and any of its subsidiaries or affiliated business entities authorized to participate in a Base Plan by the Board, or its delegate.
 
            Section 2.8      Company Contribution shall mean any contribution or other addition to be made or allocated by the Company under a Base Plan, other than a contribution made pursuant to a Participant's election to make contributions under Code Sections 401(k) or 401(m).  For purposes of clarity, Company Contributions include non-elective contributions made under the Base Plan. 
 
            Section 2.9      ERISA  shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.
 
            Section 2.10    Key Employee shall mean an employee treated as a "specified employee" as of his Separation from Service under Code section 409A(a)(2)(B)(i), i.e., a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof) of the Company if the Company's stock is publicly traded on an established securities market or otherwise.  Key Employees shall be determined in accordance with Code section 409A using a December 31 identification date.  A listing of Key Employees as of an identification date shall be effective for the 12-month period beginning on the April 1 following the identification date.
 
            Section 2.11    Limitation Year shall mean the calendar year.
  
            Section 2.12    Minor Amendment Committee shall mean the Company’s Minor Amendment Committee.
 
            Section 2.13    Participant  shall mean an employee who is eligible to participate in a formal non-qualified deferred compensation program adopted by the Company and who participates in this Supplemental Savings Plan pursuant to Article III.
 
4  

Section 2.14    Separation from Service or Separate from Service means a "separation from service" within the meaning of Code section 409A; provided, however, for purposes of this determination, a reasonably anticipated permanent reduction in the level of bona fide services to 21% or less of the average level of bona fide services provided in the immediately preceding 36 months shall be deemed to be a Separation from Service. 
            Section 2.15    Defined Terms.  Capitalized terms which are not defined herein shall have the meaning ascribed to them in the relevant Base Plan.

ARTICLE III
 
PARTICIPATION
 
            Section 3.1      Participation.  An employee described in Section 2.13 will participate in this Plan if:
 
(a)               As a result of the application of Code Section 415, no additional contributions can be made to the employee's account under a Base Plan for the remainder of the applicable Limitation Year, or as a result of the application of Code Section 401(a)(17), or the application of the nondiscrimination testing limitations imposed by Code Sections 401(k) and 401(m), or the limitations imposed by Code Section 402(g), he or she cannot make any further Participant contributions to a Base Plan for the remainder of the Base Plan’s plan year;
 
(b)               An individual deferred compensation agreement exists with respect to the employee, and the Administrator approves the inclusion of the amounts to be credited under such agreement as "Company Contributions" under the terms of this Plan.  Once credited under this Plan, such amounts shall be subject to all provisions of this Plan; or
 
(c)               He or she properly defers compensation under the General Mills, Inc. Deferred Compensation Plan, or another Company sponsored program, and such compensation would have been included as “Earnable Compensation” under the General Mills 401(k) Plan.
 
            Individuals may participate in this Plan for some portions of the Plan but not others, as determined by the Administrator.  For example, eligibility for participation under paragraphs (b) or (c) above do not necessarily allow for eligibility under (a).
 
            Notwithstanding any other provision of the Plan to the contrary, individuals who are working at General Mills International SARL are not eligible to participate in this Plan during their tenure at said location, and no Company Contributions may be credited to their accounts for such time periods.  For purposes of this provision, such individuals who are located at General Mills International SARL for any portion of a calendar year shall be ineligible for the entire calendar year, whether or not they are located at said 
5  

location for the entire calendar year.  This provision shall be interpreted in accordance with Code §457A, IRS Notice 2009-8, and any additional guidance relevant thereto.
 
            Section 3.2      Establishment of Accounts.  The Company shall establish an Account or Accounts (as appropriate) for each Participant to which amounts shall be credited in accordance with Section 3.3.  Such amounts shall be credited to Participants' Accounts under this Plan as bookkeeping entries only.
 
            Section 3.3      Crediting of Company Contributions.  Company Contributions may be credited to a Participant's Account under the following circumstances:
             
(a)               A Participant shall be credited with amounts under this Plan equal to the additional Company Contributions that would have been made to a Base Plan with respect to such Participant for the remainder of the Plan Year as if the restrictions described in Section 3.1 did not apply.  Such amounts shall be credited to such Participant's Accounts under this Plan as of May 31 and December 31.
 
            Such credits shall be based on the rate of the Participant’s total contributions, or to which the Participant is otherwise entitled, under the Base Plan as in effect for the period in which the applicable restriction first applies, but not more than the maximum percentage of Earnable Compensation with respect to which Company Contributions may be made pursuant to the Base Plan as in effect for the period without regard to any limitations on Company Contributions which may be imposed under the Base Plan in order to comply with the applicable limitations.  In no event will amounts that relate to “matching contributions” of whatever sort on employee elected deferrals be credited under this Plan with respect to any Participant if the Participant is able to make any additional contributions under the Base Plan without violating:  (a) the limitations of Code section 401(a)(17); (b) the limitations of Code sections 402(g) or 415; or (c) the application of the nondiscrimination limitations under Code sections 401(k) and 401(m).
 
            In no event shall a Participant be credited with Contributions under a Base Plan and this Plan pursuant to this Section 3.3(a) during a given period that would exceed the Contributions that would have been made to the Base Plan in the absence of the restrictions imposed by Code Sections 40l(a)(17), 401(k), 401(m), 402(g) and 415.  
 
(b)               With respect to cash compensation or Stock Units which, in the absence of a deferral hereunder or under the General Mills, Inc. Deferred Compensation Plan, would have been included as “Earnable Compensation” under the General Mills 401(k) Plan, additional contributions shall be credited to Participants as follows, without regard to Internal Revenue Code limitations:
 
6  

(i)                 Credits on Deferred Cash.
Base Allocation.  As soon as administratively practicable following the end of a relevant pay period in which a deferral of cash compensation is made under the General Mills, Inc. Deferred Compensation Plan, each Participant will be credited with an additional amount that will equal the value of the "Base Allocation" (as that term is defined in the General Mills 401(k) Plan), which would have been allocated tothe Participant if the Participant had contributed such deferred cash compensation to the General Mills 401(k) Plan in such year.
 
Variable Allocation.  In addition, as soon as practicable following the end of each fiscal year of the Company, each Participant will be credited with an additional amount that will equal the value of the "Variable Allocation" (as that term is defined in the General Mills 401(k) Plan), if any, which would have been allocated to the Participant if the Participant had contributed such deferred cash compensation to the General Mills 401(k) Plan in such year.
 
Other Company Contributions.  As soon as practicable following the end of a calendar year, credits may be made hereunder equal to other non-elective Company Contributions based on a Participant’s age and service which would have been made for the Participant under the General Mills 401(k) Plan for such year but for his or her deferral of compensation into the General Mills, Inc. Deferred Compensation Plan.  For purposes of clarity this paragraph exclusively applies to those who are eligible to receive “Company Contributions” (as that term is defined in the General Mills 401(k) Plan).  For purposes of this paragraph, the limitations of Code sections 401(a)(17), 402(g) and 415, and the application of the nondiscrimination limitations under Code sections 401(k) and 401(m), shall be disregarded.
  
(ii)               Credits on Deferred Stock Units.
Base Allocation.  For restricted stock units under this subsection (b) which are granted in respect to service periods starting on and after June 1, 2014 and as soon as practicable following the date in which a vested deferral is made under the General Mills, Inc. 
7  

Deferred Compensation Plan, each Participant will be credited in an amount equal to the value of the “Base Allocation” (as that term is defined in the General Mills 401(k) Plan), which would have been allocated to the Participant if the Participant had contributed the cash equivalent of such restricted stock units to the General Mills 401(k) Plan in such year.
 
Variable Allocation.  In addition, for restricted stock units under this subsection (b) which are granted in respect to service periods starting on and after June 1, 2014 and as soon as practicable following the end of each fiscal year, each Participant will be credited in an amount equal to the value of the “Variable Allocation” (as that term is defined in the General Mills 401(k) Plan), if any, which would have been allocated to the Participant if the Participant had contributed the cash equivalent of such restricted stock units to the General Mills 401(k) Plan in such year.   
 
Other Company Contributions.  As soon as practicable following the end of a calendar year, credits may be made hereunder equal to other non-elective Company Contributions based on a Participant’s age and service which would have been made for the Participant under the General Mills 401(k) Plan for such year but for his or her deferral of restricted stock units into the General Mills, Inc. Deferred Compensation Plan.  For purposes of clarity, this paragraph exclusively applies to those who are eligible to receive “Company Contributions” (as that term is defined in the General Mills 401(k) Plan) and only in respect to restricted stock units that are included in the definition of Earnable Compensation. For purposes of this paragraph, the limitations of Code sections 401(a)(17), 402(g) and 415, and the application of the nondiscrimination limitations under Code sections 401(k) and 401(m), shall be disregarded.
 
(c)               Under the terms of an individual agreement, the amount of Company Contributions shall be determined at the time the Administrator approves the inclusion of such amounts as Company Contributions under this Plan.
 
(d)               The payment date and form of payment for any Company Contributions to a Participant’s Account pursuant to this Section 3.3 shall be established by 
8  

the last day of the calendar year immediately preceding the calendar year in which the services to which the Company Contributions relate will be rendered. Notwithstanding the foregoing, effective November 24, 2013,  the payment date and form of payment for any Company Contributions to a Participant’s Account which constitute “performance-based compensation” within the meaning of Treasury Regulation Section 1.409A-1(e) shall be established no later than six months before the end of the performance period for which such Company Contribution is earned (and in no event later than the date on which the amount of such Company Contribution becomes readily ascertainable); provided that, the Participant continuously performs services during the period beginning on the later of commencement of the applicable performance period or the date the applicable performance criteria are determined and ending on the date that the payment date and form of payment are established.
.
            Section 3.4      Changes in Amounts Credited to an Account.  Subject to any rules or conventions adopted by the Administrator, amounts credited to a Participant's Accounts shall be treated as if invested as elected by the Participant from among the notional investments made available by the Administrator.  Transfers of amounts credited to a Participant's Accounts shall be permitted as of each business day, as prescribed by the Administrator. 
 
            Section 3.5      Distribution of Amounts Credited to Accounts.  Amounts credited to a Participant's Accounts shall be distributed only at such times as set forth in this Section.  All distributions shall be paid in cash by check.
 
(a)        Credits for Service Periods Starting Prior to January 1, 2014 and Fiscal Year Performance Periods Starting Prior to January 1, 2013.  Participants who receive credits in respect to service periods starting prior to January 1, 2014 and fiscal year performance periods starting prior to January 1, 2013, shall have separate Accounts for these amounts. Such Account balances shall be distributed in a lump sum payment within 60 days following the February 1 of the calendar year next following the calendar year of the Participant's Separation from Service.  
 
(b)        Credits for Service Periods Starting After 2013 and Fiscal Year Performance Periods Starting After January 1, 2013.  Participants who receive credits in respect to service periods starting after December 31, 2013 and fiscal year performance periods starting after January 1, 2013, shall have separate Accounts for these amounts.  Such Account balances shall be distributed to the Participant in ten annual installments of substantially equal periodic amounts with the first such installment made within 60 days of the February 1 next following the calendar year of the Participant’s separation from service, and each subsequent annual installment made within 60 days of the next following February 1.  At all times the right to this series of installment payments shall be treated as a 
9  

right to a series of separate payments.  Notwithstanding the above, if the present value of a Participant’s Account balances under this Section 3.5(b), as of the distribution commencement date, does not exceed $100,000, all such Account balances under this subsection (b) shall be distributed in full within 60 days of said distribution commencement date.  After installment payments commence, the full Account balances shall be paid in installments as provided above without regard to whether or not the present value of the Account balances under this subsection (b) no longer exceed $100,000.
 
(c)        Distribution Delay for Key Employees.  Notwithstanding the foregoing, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six months after the date of the Key Employee's Separation from Service (or, if earlier, the date of death of the Key Employee).  If a Participant’s distribution is delayed under this Section, his Account balances shall be paid within 60 days following the first day of the seventh month following the Participant’s Separation from Service (or, if earlier, within 60 days following the first day of the month after the Participant’s death). 
 
(d)       Death.  In the event of the death of a Participant prior to the date a full distribution has been made from the Participant's Accounts, the Company shall distribute the balance in such Accounts to the Participant's Beneficiary, within 60 days following the February 1 of the calendar year next following the calendar year of the date of the Participant's death.
 
(e)        Unforeseeable Emergency.  A Participant may withdraw all or any portion of his Account balances for an Unforeseeable Emergency.  The amounts distributed with respect to an Unforeseeable Emergency may not exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).  "Unforeseeable Emergency" means for this purpose a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant's spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
 
(f)        Effect of Taxation.  If a portion of the Participant's Account balance is includible in income under Code section 409A, such portion shall be distributed immediately to the Participant.
 
10   

(g)        Permitted Delays. Any payment to a Participant under the Plan shall be delayed upon the Administrator’s reasonable anticipation that the making of the payment would violate Federal securities laws or other applicable law; provided, that any payment delayed pursuant to this Section shall be paid in accordance with Code section 409A.

            Section 3.6      No Forfeitures of Amounts in an Account.  All credited amounts in the Plan shall be fully vested.  The Participant shall not forfeit any amount credited to his or her Account even though such amount would have been forfeited if such amount had been a Company Contribution under the Base Plan to which it was attributable.
 
            Section 3.7      Non-Assignability of Interests.  The interests herein and the right to receive distributions under this Plan may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a Participant becomes bankrupt, the interests of the Participant under the Plan may be terminated by the Administrator, which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such Participant or make any other disposition of such interests that it deems appropriate. 
 
            Section 3.8      Supplemental Benefits Trust.  The Company has established a Supplemental Benefits Trust with Wells Fargo Bank, N.A. as Trustee to hold assets of the Company under certain circumstances as a reserve for the discharge of the Company's obligations under the Plan and certain other plans of deferred compensation of the Company.  In the event of a Change in Control as defined in Section 2.5 hereof, the Company shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund all benefits payable under the Plan.  Any Participant of the Plan shall have the right to demand and secure specific performance of this provision.  The Company may fund the Trust in the event of the occurrence of a Potential Change in Control as determined by the Compensation Committee of the Board.  All assets held in the Trust remain subject only to the claims of the Company's general creditors whose claims against the Company are not satisfied because of the Company's bankruptcy or insolvency (as those terms are defined in the Trust Agreement).  No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the Plan, are unsecured contractual claims of the Participant against the Company.

 

 
ARTICLE IV
 
AMENDMENT AND TERMINATION
 
11   

            4.1       Amendment or Termination.  The Board, or if specifically delegated, its delegate, may amend or terminate the Plan at any time, provided that no such amendment or termination shall adversely affect the amounts credited to an Account before the time of such amendment or termination; and provided, further, that the Plan may not be amended with respect to benefits accrued under this Plan prior to such amendment after a Change in Control without the written consent of a majority of Participants determined as of the day before such Change in Control.
 
4.2              Effect of Amendment or Termination.  Upon termination of the Plan, distribution of balances in Accounts shall be made to Participants and beneficiaries in the manner and at the time described in Section 3.5, unless the Company determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A.  Upon termination of the Plan, no further deferrals shall be permitted; however, earnings, gains and losses shall continue to be credited to Account balances until the Account balances are fully distributed.
 
ARTICLE V
 
PLAN ADMINISTRATION
 
            Section 5.1      Administration.  The Administrator shall be the Company’s Vice President, Compensation and Benefits, who shall have the authority to delegate his/her  responsibilities hereunder.  The Administrator and the Claims Appeal Committee shall have the discretionary authority to interpret and construe the terms of the Plan; determine the eligibility to participate in the Plan, the nature and amount of benefits, the rights of Participants in the Plan; and decide any disputes that may arise under the Plan.  Any such interpretation and/or determination shall be final and binding on all parties.  It is the intent that the Administrator and the Claims Appeal Committee shall be given deference to the fullest extent of the law should his/her/its decisions, interpretations, conclusions, or anything else be disputed.  The Company will pay for all distributions made pursuant to the Plan and for all costs, charges and expenses relating to the administration of the Plan.
 
            Section 5.2      Applicable Law.  All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States of America and the laws of the State of Minnesota.
 
Section 5.3      Claims for Benefits. 
 
(a)         Filing a Claim.  A Participant or his authorized representative may file a claim for benefits under the Plan.  Any claim must be in writing and submitted to the Administrator at such address as may be specified from time to time.  The Administrator may delegate its responsibilities and discretionary authority to make initial claim determinations under the Plan.  Claimants will be notified in writing of approved claims, which will be processed as claimed.  A claim is considered approved only if its approval is communicated in writing to a claimant.
12  

(b)        Denial of Claim.  In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Administrator.  If special circumstances (such as a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time and the date by which a decision is expected to be rendered; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.
(c)         Reasons for Denial.  A denial or partial denial of a claim will be dated and signed by the Administrator and will clearly set forth:
(i)         the specific reason or reasons for the denial;
(ii)         specific reference to pertinent Plan provisions on which the denial is based;
(iii)       a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(iv)       an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant's right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.
 
(d)       Review of Denial.  Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Claims Appeal Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Administrator within 60 days of the receipt by the claimant of written notice of the denial of the claim.  A claimant or the claimant's authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits and may submit comments, documents, records and other information in writing.  The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.  The Committee shall not give deference to the Administrator’s decision and shall make its own evaluation independently and objectively.
If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it.  If the claimant does file a request for review, his request must include a description of the issues and evidence 
13  

he deems relevant.  Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.
 
(e)        Decision Upon Review.  The Claims Appeal Committee will provide a prompt written decision on review.  If the claim is denied on review, the decision shall set forth:
(i)          the specific reason or reasons for the adverse determination;
(ii)        specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii)        a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits; and
(iv)      a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain the information about such procedures, as well as a statement of the claimant's right to bring an action under ERISA section 502(a).
A decision will be rendered no more than 60 days after the Committee's receipt of the request for review, except that such period may be extended for an additional 60 days if the Committee determines that special circumstances (such as a hearing) require such extension.  If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period and will indicate the special circumstances requiring an extension of time and the date by which the plan expects to render a decision.
 
(f)        Finality of Determinations; Exhaustion of Remedies.   To the fullest extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section.  In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure.  Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant's denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.
 
14   

(g)        Limitations Period.  Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than twelve months following a final decision on the claim for benefits.  The twelve month limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.
 
Section 5.4      Rights Unsecured.  The right of a Participant or his Beneficiary to receive a distribution hereunder shall be an unsecured (but legally enforceable) claim against the general assets of the Company, and neither the Participant nor his Beneficiary shall have any rights in or against any amount credited to any Account or any other specific assets of the Company.  Thus, the Plan at all times shall be considered entirely unfunded for ERISA and tax purposes.  Any funds set aside by the Company for the purpose of meeting its obligations under the Plan, including any amounts held by a trustee, shall continue for all purposes to be part of the general assets of the Company and shall be available to its general creditors in the event of the Company's bankruptcy or insolvency.  The Company's obligation under this Plan shall be that of an unfunded and unsecured promise to pay money in the future.
 
Section 5.5      No Guarantee of Benefits.  Nothing contained in the Plan shall constitute a guarantee by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefits hereunder.
 
Section 5.6      No Enlargement of Rights.  No Participant or Beneficiary shall have any right to receive a distribution under the Plan except in accordance with the terms of the Plan.  Establishment of the Plan shall not be construed to give any Participant the right to continue to be employed by or provide services to the Company.
 
Section 5.7      Incapacity of Recipient.  If any person entitled to a distribution under the Plan is deemed by the Administrator to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until a claim for such payment shall have been made by a duly appointed guardian or other legal representative of such person, the Administrator may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person.  Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Company and the Plan with respect to the payment.
 
Section 5.8      Taxes.  The Company or other payor may withhold from a benefit payment under the Plan or a Participant's wages, or the Company may reduce a Participant's Account balances, in order to meet any federal, state, or local tax withholding obligations with respect to Plan benefits.  The Company or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.
 
Section 5.9      Corporate Successors.  The Plan and the obligations of the Company under the Plan shall become the responsibility of any successor to the 
15  

Company by reason of a transfer or sale of substantially all of the assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity.
 
Section 5.10    Unclaimed Benefits.  Each Participant shall keep the Administrator informed of his current address and the current address of his designated Beneficiary.  The Administrator shall not be obligated to search for the whereabouts of any person if the location of a person is not made known to the Administrator.
 
Section 5.11    Severability.  In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.
 
Section 5.12    Words and Headings.  Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context.  Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.
16  

 
Exhibit 10.5

 

 

 

 

 

 

 
GENERAL MILLS, INC.
 
2005 DEFERRED COMPENSATION PLAN

 

 

 

 

 

 

 

 
March 2021

   

GENERAL MILLS, INC.
 
2005 DEFERRED COMPENSATION PLAN

1.          PURPOSE OF PLAN
 
General Mills, Inc. (the "Company") originally established the General Mills, Inc. Deferred Compensation Plan for a select group of the key management and highly compensated employees of the Company and its affiliates as a means of deferring a portion of income from current taxation while accumulating resources for future investments or retirement.  Under the Deferred Compensation Plan, Participants could defer cash incentives, General Mills, Inc. common stock ("Common Stock") issued under the Company's stock option plans, and restricted stock and restricted stock units issued under the Company’s various stock plans granting restricted stock.
 
The General Mills, Inc. Deferred Compensation Plan was amended and restated effective January 1, 2005, as the "General Mills, Inc. 2005 Deferred Compensation Plan" (the "Plan"), with respect to deferrals made or deferrals that are earned or vested after 2004.  The Plan's purpose is to continue to permit eligible employees to defer receipt of certain compensation pursuant to the terms and provisions set forth below. 
 
As of January 1, 2005, all deferrals earned and vested (within the meaning of section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and regulations thereunder) prior to 2005 under the Deferred Compensation Plan will be governed by the "General Mills, Inc. Deferred Compensation Plan (Grandfathered)".
 
As of January 1, 2014, the Plan is again amended and restated to reflect certain design changes to the Plan.
 
This Plan is intended (1) to comply with Code section 409A and official guidance issued thereunder, and (2) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.
 
2.         DEFINITIONS 
Wherever used in this Plan, the following terms have the meanings set forth below:
“Administrator” means the Company’s Vice President, Compensation and Benefits.  The Administrator may delegate his/her authority under this Plan.
1   

“Base Salary Account” has the meaning set forth in Section 6.
“Board” means the Board of Directors of the Company.
“Change of Control” has the meaning set forth in Section 13.
“Code” means the Internal Revenue Code of 1986, as amended.
“Common Stock” means Company common stock.
“Company” means General Mills, Inc.
“Deferred Cash Incentive Account” has the meaning set forth in Section 6.
“Deferred Performance Award Account” has the meaning set forth in Section 8(i).
”Deferred Stock Unit Account” has the meaning set forth in Section 8(i).
“Election Form”  means a written form provided by the Company pursuant to which a Participant may elect to defer his or her base salary, cash incentive compensation, cash or Common Stock attributable to performance awards, receipt of shares of Common Stock attributable to grants of restricted stock or restricted stock units and/or dividend equivalents, as well as electing the form and timing of distributions with respect to such deferrals, or the composition, denomination, or mix of a stock award under the Company’s Stock Compensation Plan.
 
"Key Employee" means a Participant treated as a "specified employee" as of his or her Separation from Service under Code section 409A(a)(2)(B)(i); i.e., a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof) of the Company or its affiliates if the Company’s stock is publicly traded on an established securities market or otherwise.  Key Employees shall be determined in accordance with Code section 409A using a December 31 identification date.  A listing of Key Employees as of an identification date shall be effective for the 12-month period beginning on the April 1 following the identification date.
 
"Participant " has the meaning set forth in Section 3.
 
“Separation from Service” or “Separate from Service” means a "separation from service" within the meaning of Code section 409A; provided, however, for purposes of this determination, a reasonably anticipated permanent reduction in the level of bona fide services to less than 21% of the average level of bona fide services provided in the immediately preceding 36 months shall be deemed to be a Separation from Service.
 
3.         ELIGIBILITY 
 
            An individual is a Participant in the Plan if, on or after January 1, 2005, such individual (i) is a Participant in the Executive Incentive Plan, as it may be amended from time to time, (ii) has been selected by management to participate 
2   

in this Plan,  or (iii) has an individual agreement, approved by the Administrator, which provides for participation in this Plan, and has elected to defer cash compensation or receipt of Common Stock pursuant to the provisions of any of these programs or the agreement.  Notwithstanding the foregoing, the Administrator may exclude from participation employees or groups of employees of the Company who would otherwise be eligible under this Plan.

4.          PLAN ADMINISTRATION
 
             (i)         Administrator.  Except as provided below, this Plan shall be administered by the Company’s Vice President, Compensation and Benefits.  To the extent necessary to maintain any exemption under Rule 16b-3 or any successor rule ("Rule 16b-3") under the Securities Exchange Act of 1934 as to certain officers of the Company, the Compensation Committee of the Board shall administer certain portions of this Plan. 
 
             (ii)        Plan Administration.   Administration of the Plan shall consist of interpreting and carrying out the provisions of the Plan.  The Administrator shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan.  Any such action taken by the Administrator shall be final and conclusive on any party.  To the extent the Administrator has been granted discretionary authority under the Plan, the Administrator’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter.  The Administrator shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Company with respect to the Plan.  The Administrator may, from time to time, employ agents and delegate to such agents, including employees of the Company, such administrative or other duties as he/she sees fit.  It is the intent that the Administrator (and as appropriate the Claims Appeal Committee) shall be given deference to the fullest extent of the law should his/her/its decisions, interpretations, conclusions, or anything else be disputed.
 
             (iii)       Claims Procedure.   
 
(a)       Filing a Claim.  A Participant or his authorized representative may file a claim for benefits under the Plan.  Any claim must be in writing and submitted to the Vice President, Compensation and Benefits at such address as may be specified from time to time.  Claimants will be notified in writing of approved claims, which will be processed as claimed.  A claim is considered approved only if its approval is communicated in writing to a claimant.
3   

(b)       Denial of Claim.  In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Vice President, Compensation and Benefits.  If special circumstances (such as for hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time and the date by which a decision is expected to be rendered; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.
(c)        Reasons for Denial.  A denial or partial denial of a claim will be dated and signed by the Administrator (or his/her delegate) and will clearly set forth:
(i)         the specific reason or reasons for the denial;
(ii)        specific reference to pertinent Plan provisions on which the denial is based;
(iii)       a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(iv)       an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant's right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.
 
(d)       Review of Denial.  Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Claims Appeal Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Claims Appeal Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim.  A claimant or the claimant's authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits and may submit comments, documents, records and other information in writing.  The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
 
4   

If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it.  If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant.  Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.
(e)       Decision Upon Review.  The Claims Appeal Committee will provide a prompt written decision on review.  If the claim is denied on review, the decision shall set forth:
(i)         the specific reason or reasons for the adverse determination;
(ii)        specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii)       a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits; and
(iv)      a statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain the information about such procedures, as well as a statement of the claimant's right to bring an action under ERISA section 502(a).
A decision will be rendered no more than 60 days after the Claims Appeal Committee's receipt of the request for review, except that such period may be extended for an additional 60 days if the Claims Appeal Committee determines that special circumstances (such as a hearing) require such extension.  If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period and will indicate the special circumstances requiring an extension of time and the date by which the plan expects to render a decision.
(f)        Finality of Determinations; Exhaustion of Remedies.  To the fullest extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his/her remedies under this Section.  In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure.  Any claims which the claimant does not in good faith pursue through the 
5   

review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant's denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.
 
(g)       Limitations Period.  Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than six months following a final decision on the claim for benefits by the Claims Appeal Committee.  The six months limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.
 
5.         DEFERRAL AND PAYMENT OF COMPENSATION
 
(i)         Base Salary and Cash Incentive Deferral Elections.  In order to elect to defer base salary and/or cash incentive compensation earned during a calendar year, a Participant shall file an irrevocable Election Form before the beginning of such year.  Notwithstanding the foregoing, (1) if the Company determines that a cash incentive compensation award qualifies as "performance-based compensation" under Code section 409A, a Participant may elect to defer a portion of such award by filing an irrevocable Election Form at such later time up until the date six months before the end of the performance period as permitted by the Company (but in no event later than the date on which the amount of such cash incentive compensation award becomes readily ascertainable); provided that, the Participant continuously performs services during the period beginning on the later of commencement of the applicable performance period or the date the applicable performance criteria are determined and ending on the date that the Election Form is filed, and (2) in the first year in which an employee becomes eligible to participate in the Plan, an irrevocable Election Form applicable to base salary or a cash incentive compensation award may be filed with respect to services to be performed subsequent to the election within 30 days after the date the employee becomes eligible to participate in the Plan to the extent permitted under Code section 409A.  Notwithstanding the other provisions of this subsection, a Participant may not defer more than 90% of his/her incentive compensation award, and all elections under the Plan shall be interpreted and implemented consistent with this limitation.  In addition, if a Participant’s incentive compensation is less than the amount elected to be deferred, the election shall be 90% of the full incentive compensation payable to the Participant.
 
A Participant may defer up to 50% of his or her base salary, or such other percentage or amount as the Administrator establishes as the limit, from time to time.  A Participant's cash incentive compensation award election may apply to:
6   

 
                         (a)    a specified percentage (in whole numbers) up to 90% of the cash incentive compensation award,
 
                         (b)    any amount in excess of a specified dollar amount of the cash incentive compensation award,
 
                         (c)     any amount up to a specified dollar amount of the cash incentive compensation award.
 
                        For purposes of this Plan, the term “cash incentive compensation” shall be deemed to include all amounts of cash compensation other than base salary, whether or not otherwise classified as incentive compensation, as permitted to be deferred under this Plan by the Administrator.
 
(ii)           Restricted Stock/Restricted Stock Unit/Performance Award Deferral Elections.  A Participant can elect to defer receipt of shares of Common Stock (or cash, if applicable) attributable to grants of restricted stock or restricted stock units, or performance awards  under the Company’s stock plans by completing and submitting to the Company an irrevocable Election Form.  A Participant may not revoke such an election after it is received by the Company.  In order to elect to defer receipt of shares of Common Stock (or cash, if applicable), a Participant shall file an irrevocable Election Form before the beginning of the calendar year in which the grant occurs.  Notwithstanding the foregoing, (1) if the Company determines that a grant of restricted stock, restricted stock units, or a performance award qualifies as "performance-based compensation" under Code section 409A, a Participant may elect to defer receipt of a portion of the shares of Common Stock (or cash, if applicable) attributable to such grants by filing an irrevocable Election Form at such later time up until the date six months before the end of the performance period applicable to the grant, as permitted by the Company (but in no event later than the date on which the compensation under such grant becomes readily ascertainable); provided that, the Participant continuously performs services during the period beginning on the later of commencement of the applicable performance period or the date the applicable performance criteria are determined and ending on the date that the Election Form is filed; and (2) in the year in which an employee first becomes eligible to participate in this Plan, an irrevocable Election Form may be filed with respect to grants of restricted stock or restricted stock units, or performance awards with respect to services to be performed subsequent to the election.  Such election must be made within 30 days after the date the employee first becomes eligible to participate in the Plan to the extent permitted under Code section 409A. 
 
(iii)         Distributions.
(a)    Base salary and cash incentive compensation that is deferred under this Plan, plus any earnings thereon, shall be paid in cash.  Performance awards and restricted stock units shall be paid in 
7   

shares of Common Stock unless the terms of the award provided for cash settlement, in which case such amounts, plus any earnings thereon, shall be paid in cash.
 
(b)       At the time a Participant files his or her Election Form, he or she must select (i) whether to receive his or her distribution of amounts deferred under the Election Form upon a Separation from Service or upon a specified distribution date, and (ii) a form of distribution (in a single lump-sum payment or in substantially equal annual installments for a period not to exceed ten (10) years for such amounts). 
 
(1)    If a Participant elects distribution upon a Separation from Service, such distribution shall be made (or commence) as soon as practicable following his or her Separation from Service; provided, however, that such distribution shall be made no later than 90 days following such Separation from Service.
 
Notwithstanding the foregoing, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six months after the date of the Key Employee's Separation from Service (or, if earlier, the date of death of the Key Employee).  If a Participant's distribution is delayed under this provision, the distribution shall be made paid on the first day of the seventh month following the Participant's Separation from Service (or, if earlier, the first day of the month after the Participant's death). 
 
(2)    If a Participant elects a distribution upon a specified distribution date, the specified distribution date may be any date that is at least one year following: (1) in the case of base salary and cash incentive compensation, the date the amount  would otherwise be payable; and (2) in the case of deferrals related to performance awards, restricted stock or restricted stock units, the date such awards are otherwise vested under the terms of the Company’s various stock plans granting the award, as they may be amended from time to time.  Notwithstanding the immediately preceding, in all cases, the specified distribution date must be no later than the date the Participant attains age 70.
 
(c)     Common Stock issuable under a single performance award, or restricted stock or restricted stock unit grant, shall have the same distribution date and form of distribution.
 
(d)    Notwithstanding the above, the following provisions shall apply:
 
8   

(1)    Changes in Time or Form of Distribution.  A Participant shall be permitted to change the time or form of a distribution for a deferred amount, but each such election shall be effective only if the following conditions are satisfied:
 
(A)     The election may not take effect until at least twelve (12) months after the date on which the election is made;
 
(B)     A distribution may not be made earlier than at least five (5) years from the date the distribution would have otherwise been made;
 
(C)     In the case of an election to change the time or form of a distribution made pursuant to a specified date, the election must be made at least twelve (12) months before the date the distribution is scheduled to be paid; and
 
(D)     An election under this Section will not be effective if it results in a specified distribution date beyond the Participant’s 70th birthday and no new election may be made under this Section after the Participant’s 65th birthday.
 
For purposes of elections made under this Section, a distribution payable in installments shall be treated as a single distribution.
 
(2)    Effect of Taxation.  If a portion of the Participant's Accounts are includible in income under Code section 409A, such portion shall be distributed immediately to the Participant. 
 
(3)    Permitted Delays.   Any payment to a Participant under the Plan shall be delayed upon the Administrator's reasonable anticipation that the making of the payment would violate Federal securities laws or other applicable law; provided, that any payment delayed pursuant to this Section shall be paid in accordance with Code section 409A.
 
.
 
(e)    Unless payable in cash under the award terms, the Company shall issue to the Participant shares of Common Stock equal to the number of restricted stock units or performance share units credited to his or her Account on the date elected by the Participant for distribution.
 
9   

            (iv)       Rabbi Trust.  The Company has established a Supplemental Benefits Trust with Wells Fargo Bank Minnesota, N.A. as Trustee to hold assets of the Company under certain circumstances as a reserve for the discharge of the Company's obligations as to deferred compensation under the Plan and certain other plans of deferred compensation of the Company.  In the event of a "Change of Control" (as defined in Section  13 below), the Company shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund all cash benefits payable under the Plan.  Any Participant in the Plan shall have the right to demand and secure specific performance of this provision.  All assets held in the Trust remain subject only to the claims of the Company's general creditors whose claims against the Company are not satisfied because of the Company's bankruptcy or insolvency (as those terms are defined in the Trust Agreement).  No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the Plan, are unsecured contractual claims of the Participant against the Company.
 
(v)          Common Stock Distribution; Change of Control.  In the event of a Change of Control Event, shares of Common Stock and cash attributable to restricted stock units and performance awards, and their dividend equivalents (if any) credited to each Participant's Accounts shall be immediately distributed to the Participant.  For purposes of this Section 5(v), a Change of Control Event means a Change of Control (as defined in Section 13) that is also an event described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v). 
 
(vi)         Notwithstanding any other Plan provision, all participant elections over the composition, denomination, or mix of stock award (for example, as between restricted stock units, restricted stock, stock options, performance awards, and/or cash) under the Company’s Stock Compensation Plan shall be made on an Election Form and be subject to the rules of this Section 5.
 
6.          BASE SALARY AND DEFERRED CASH INCENTIVE ACCOUNTS AND INVESTMENT RETURNS
 
                                  Separate base salary deferral and deferred cash incentive compensation accounts (“Base Salary Account” or "Deferred Cash Incentive Account,” as appropriate) will be established on behalf of each Participant electing to defer cash compensation under Section 5 above, and the amount of deferred cash compensation will be credited to each Participant's appropriate Account as soon as administratively practicable following the date in which the cash compensation would otherwise be payable.  Each Participant's Account will be credited daily with a "rate of return" on the total deferred cash amount accruing as of the first day next following the date deferred cash compensation is credited to the Participant's Account.  Such "rate of return" shall be based upon the actual 
10   

investment performance of 401(k) Savings Plan funds or portfolios established under a qualified benefit plan maintained by the Company which the Administrator may establish as an available rate of return under this Plan.  Participants may elect to have any combination of the above "rates of return" accrue on any portion of amounts in their Accounts, from 1% to 100%, provided that the sum of the percentages attributable to such rates with respect to each account equals 100%.  A Participant may change the "rate(s) of return" daily by notifying the Company in writing, in accordance with procedures established by the Administrator.
 
             Each Participant's Accounts will be credited daily with the "rate(s) of return" elected by the Participant until the amount in each Participant's Accounts are distributed to the Participant on the distribution date(s) elected by the Participant.
 
7.         COMPANY CONTRIBUTIONS TO DEFERRED ACCOUNTS
 
With respect to cash incentive compensation or restricted stock units which, in the absence of a deferral hereunder, would have been included as “earnable compensation” under the 401(k) Savings Plan and which were granted in respect to service periods starting before June 1, 2014, additional deferrals shall be credited to Participants as follows, without regard to Internal Revenue Code limitations:
 
            (i)         Deferred Cash Accounts
                Base Allocation.   As of the first of the month coincident with or next following the month in which a deferral is made hereunder, each Participant's Deferred Cash Incentive Account will be credited with an additional amount that will equal the value of the "Base Allocation" (as that term is defined in the 401(k) Savings Plan), which would have been allocated to the Participant if the Participant had contributed such deferred cash incentive compensation amount to the 401(k) Savings Plan in such year.
 
                Variable Allocation.  In addition, as soon as practicable following the end of each fiscal year of the Company, each Participant's Deferred Cash Incentive Account will be credited with an additional amount that will equal the value of the "Variable Allocation" (as that term is defined in the 401(k) Savings Plan), if any, which would have been allocated to the Participant if the Participant had contributed such deferred cash incentive compensation amount to the 401(k) Savings Plan in such year.
  
(ii)        Deferred Stock Unit Accounts
Base Allocation.  As of the first of the month coincident with or next following the month in which a deferral is made hereunder, each Participant’s Deferred Stock Unit Account will 
11   

be credited with additional stock units in an amount equal to the value of the “Base Allocation” (as that term is defined in the 401(k) Savings Plan), which would have been allocated to the Participant if the Participant had contributed the cash equivalent of such deferred restricted stock or restricted stock units to the 401(k) Savings Plan in such year.
 
Variable Allocation.  In addition, as soon as practicable following the end of each fiscal year, each Participant’s Deferred Stock Unit Account will be credited with stock units in an amount equal to the value of the “Variable Allocation” (as that term is defined in the 401(k) Savings Plan), if any, which would have been allocated to the Participant if the Participant had contributed the cash equivalent of such restricted stock or restricted stock units to the 401(k) Savings Plan in such year.
 
As of January 1, 2014, no additional credits on deferred amounts will be made under this Section 7 (other than earnings credits as otherwise provided under the terms of this Plan, if any).
 
8.         DEFERRED STOCK UNIT AND PERFORMANCE AWARD ACCOUNTS
 
(i)            Establishment of Accounts.  A Deferred Stock Unit Account, and a Deferred Performance Award Account will be established for each grant of restricted stock or restricted stock units, or performance awards, covered by a Participant election to defer under Section 5(ii) above.  Such Accounts either shall have an appropriate number of stock units or performance share units credited, or if the award is payable in cash rather than shares of Common Stock, the value of the award shall be credited as determined by multiplying the number of restricted stock units originally awarded by the closing price of the Common Stock on the New York Stock Exchange on the date the award vests, or for performance awards payable in cash a monetary amount equal to the value of the performance award on the date said award vests.
 
(ii)           Dividend equivalents on stock settled awards.  Participants shall make elections either to receive dividend equivalent cash amounts on stock units and/or performance awards at the time that dividends are actually paid to shareholders or to have the amounts reinvested.  Such elections shall be made at the same time and in the same form as elections made with respect to the deferral of restricted stock or restricted stock units and/or performance awards in Section 5(ii) above, and are irrevocable once received by the Company.  If the dividend equivalent cash amounts are reinvested, on each dividend payment date for Common Stock on or after the date on which a stock unit and/or performance awards are deferred under this Plan, the Company will credit each relevant Account 
12   

with an amount equal to the dividends paid by the Company on the number of shares of Common Stock equal to the number of stock units or performance share units in the Account.  Dividend equivalent amounts may not be reinvested prior to the time when the underlying restricted stock unit or performance award is vested and deferred under this Plan.  Dividend equivalent amounts credited to each Account shall be used to hypothetically "purchase" additional stock units or performance share units for the Account at a price equal to the closing price of the Common Stock on the New York Stock Exchange on the dividend date.  Dividend equivalents shall be distributed at the same time and in the same form as the stock units and/or performance awards in an Account that generates such dividend equivalents.  If the Participant fails to make an election, the dividend equivalent amounts shall be reinvested.
 
(iii)          Dividend equivalents on cash settled Restricted Stock Unit awards.  Participants shall make elections either to receive dividend equivalent cash amounts on stock units at the time dividends are actually paid to shareholders or to have the amounts reinvested.  Such elections shall be made at the same time and in the same form as elections made with respect to the deferral of restricted stock units in Section 5(ii) above, and are irrevocable once received by the Company.  The amount of the dividend equivalent shall equal the then current dividend amount payable on one share of Common Stock on each dividend payment date, multiplied by the number of restricted stock units initially covered by the deferral election under Section 5(ii) above.  If the dividend equivalent payments are reinvested, on each dividend payment date for Common Stock on or after the date on which a stock unit is deferred under this Plan the Deferred Stock Unit Account will be credited as of the dividend payment date for Common Stock and said amount will be “invested” as provided in (iv) immediately below.  Dividend equivalent amounts may not be reinvested prior to the time when the underlying restricted stock unit is vested and deferred under this Plan.
 
(iv)          Investment returns on cash settled awards.  Amounts payable in cash credited to a Deferred Stock Unit Account or a Deferred Performance Award Account will be credited daily with a “rate of return” on the total amount in the Account which shall be based upon the actual investment performance of 401(k) Savings Plan funds or portfolios established under a qualified benefit plan maintained by the Company which the Administrator may establish as an available rate of return under this Plan.  Participant elections concerning these amounts and their “investment” will be handled as described above in Section 6.
 
(v)           Coordination with stock plans.  The Plan governs the deferral of restricted stock and restricted stock units, and/or performance awards issued by the Company.  The granting of such awards is governed by the Company’s 
13   

various stock plans, as they may be amended from time to time.  No restricted stock, restricted stock units, performance awards, or shares of Common Stock are authorized to be issued under this Plan.  Participants who elect under the Plan to defer shares of Common Stock will have no rights as stockholders of the Company with respect to allocations made to their Account(s) except the right to receive dividend equivalent allocations under Section 8(ii) or (iii) above.
 
(vi)          Certain corporate transactions.  If a corporate transaction has occurred affecting the Common Stock such that an adjustment to Deferred Stock Unit Accounts and/or Deferred Performance Award Accounts is required to preserve (or prevent enlargement of) the value of such Accounts, then in such manner as the Administrator deems equitable, an appropriate adjustment shall be made to the number of stock units or performance share units credited to a Deferred Stock Unit Account or Deferred Performance Award Account.  For this purpose a corporate transaction includes, but is not limited to, any dividend or other distribution (whether in the form of cash, Common Stock, securities of a subsidiary of the Company, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transactions.
 
9.          UNFORESEEABLE EMERGENCY
 
             A Participant may request a withdrawal of all or any portion of his Account balances for an Unforeseeable Emergency. Subject to Section 4, the Administrator may, in his/her sole discretion, either approve or deny the request.  The determination made by the Administrator will be final and binding on all parties.  The amounts distributed with respect to an Unforeseeable Emergency may not exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under the Plan.  “Unforeseeable Emergency” means for this purpose a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
 
10.       DEATH OF A PARTICIPANT
 
14   

            If the death of a Participant occurs before a full distribution of all the Participant's Accounts is made, a single distribution shall be made to the beneficiary designated by the Participant to receive such amounts.  This distribution shall be made within 60 days of death.  In the absence of any such designation, the distribution shall be made to the personal representative, executor or administrator of the Participant's estate.
 
11.        IMPACT ON OTHER BENEFIT PLANS
 
             The Company may maintain life, disability, retirement and/or savings plans under which benefits earned or payable are related to earnings of a Participant.
 
             Life and disability plan benefits will generally be based upon the earnings that a Participant would have earned in a given calendar year in the absence of any deferral hereunder.
 
             Retirement benefits under a qualified pension plan maintained by the Company or an affiliate will be based upon earnings actually paid to a Participant during any given Plan year.  If a person terminates employment with a right to a vested benefit under a qualified plan maintained by the Company or an affiliate, and if the actual income for pension purposes was reduced because of a cash deferral under this Plan, the Company will provide a supplemental pension equal to the difference between the actual benefit payable from the pension plan and the benefit that such Participant would have received had income not been deferred.  If such a supplemental benefit is due, such benefit would be subject to all of the provisions and payable in accordance with the terms and conditions of the Supplemental Retirement Plan of General Mills, Inc.  This supplemental retirement benefit will not apply to Participants who terminate before becoming vested under the qualified pension plan. 
 
12.       NON-ASSIGNABILITY OF INTERESTS
 
            The interests herein and the right to receive distributions under this Plan may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a Participant becomes bankrupt, the interests of the Participant under the Plan may be terminated by the Administrator, which, in his/her  sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such Participant or make any other disposition of such interests that it deems appropriate.

 

 

15   

13.       AMENDMENTS TO PLAN
 
            The Company, or if specifically delegated, its delegate, reserves the right to suspend, amend or otherwise modify or terminate this Plan at any time, without notice.  However, this Plan may not be suspended, amended, otherwise modified, or terminated after a Change of Control without the written consent of a majority of Participants determined as of the day before such Change of Control occurs.  A "Change of Control" means:
 
          (i)         The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "1934 Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control:  (a) any acquisition directly from the Company, (b) any acquisition by the Company, (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (d) any acquisition by any corporation pursuant to a transaction that complies with clauses (a), (b), and (c) of subsection (iii) below; and provided, further, that if any Person's beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (a) or (b) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; or
 
(ii)         Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
 
(iii)        The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company 
16   

("Business Combination"); excluding, however, such a Business Combination pursuant to which (a) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business combination of the Outstanding Company Voting Securities, (b) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
 
(iv)         Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
 
14.       CONTROLLING LAW
 
Except to the extent superseded by the laws of the United States, the laws of Minnesota shall be controlling in all matters relating to the Plan.
 
15.       PLAN TERMINATION
Upon termination of the Plan, distribution of Accounts shall be made as described in the Plan document, unless the Administrator determines in his/her sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A.  Upon termination of the Plan, no further deferrals of cash compensation, restricted stock, restricted stock units, or performance awards shall be permitted; however, earnings, gains and losses shall continue to be credited to the Account balances and with respect to dividend equivalents credited to the Account balances hereunder until the Account balances and dividend equivalents credited thereon are fully distributed.
 
17   

16.       TAXES 
The Company or other payor may withhold from a payment under the Plan or a Participant's wages, or the Company may reduce a Participant’s Deferred Cash Accounts, Deferred Stock Unit Account balances and/or Deferred Performance Award Account, in order to meet any federal, state, or local tax withholding obligations with respect to Plan payments.  The Company or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

17.       EFFECTIVE DATE AND PLAN YEAR
 
            This Plan became effective as of January 1, 2005.  It shall operate on a calendar year basis.
 
18   

 
Exhibit 10.6

 

 

 

 

SUPPLEMENTAL RETIREMENT PLAN I
 
(Effective as of June 1, 2018)
(Applicable to Amounts Earned or Vested after December 31, 2004)

 

 

 

 

 

 

 
                                                                                                                                March 2021

 
SUPPLEMENTAL RETIREMENT PLAN I
OF GENERAL MILLS, INC.
 
 (Applicable to Amounts Earned or Vested after December 31, 2004)
 
This Plan is spun off from and comprised of certain benefit accruals credited under the 2005 Supplemental Retirement Plan of General Mills, Inc. (“Prior Plan”) prior to June 1, 2018 as well as benefit credits earned directly under this Plan on and after June 1, 2018 (if any). Participants in this Plan experienced a Separation from Service on or before June 1, 2018. The provisions of this Plan are applicable only to amounts that are not covered by the terms of the Supplemental Retirement Plan I of General Mills, Inc. (As Grandfathered Effective January 1, 2005), referred to herein as the "Grandfathered Plan". Amounts earned and vested by December 31, 2004 are covered exclusively by the terms of the Grandfathered Plan.
 
This Plan is intended (1) to comply with Code section 409A and official guidance issued thereunder, and (2) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

 
 
1  

ARTICLE I
 
INTRODUCTION
 
            Section 1.1      Name of Plan. The name of the Plan is the "Supplemental Retirement Plan I of General Mills, Inc.” It is also referred to as the "Plan."
 
            Section 1.2      Effective Date. The effective date of the Plan is June 1, 2018. The Plan, except as may otherwise be specifically provided herein, shall not apply to individuals who separated from active service prior to January 1, 2005, or who participate in the 2005 Supplemental Retirement Plan of General Mills; such Participants shall be governed exclusively by the plan document applicable to them and in existence at the time of their separation.  Also, this Plan does not apply to the benefits of any Participant where such benefits were earned and vested as of December 31, 2004.
 
            Section 1.3 Base Plans Freeze.  The Retirement Income Plan of the General Mills Pension Plan I, as well as the Retirement Income Plan of the General Mills Pension Plan, have been frozen as of January 1, 2028.  The provisions of this Plan, and particularly Article III, are interpreted consisted with this.

 
 
2  

ARTICLE II
 
DEFINITIONS
 
            Section 2.1      Base Plan shall mean a defined benefit pension plan sponsored by the Company, which is qualified under the provisions of Code Section 401.  
 
            Section 2.2      Board  shall mean the Board of Directors of General Mills, Inc.
 
            Section 2.3      Change in Control occurs:
 
(a)               upon the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "1934 Act") (a "Person")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person's beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; or
 
(b)               if individuals who, as of a given date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
3  

 
(c)               upon the approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company ("Business Combination") or, if consummation of such Business Combination is subject, at the time of such approval by shareholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Voting Securities, (ii) no person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock or the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors or the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
 
(d)               upon approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
 
            Section 2.4      Code  shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.
 
            Section 2.5      Company  shall mean General Mills, Inc. and any of its subsidiaries or affiliated business entities as shall be authorized to participate in the Plan by the Board, or its delegate. 
 
            Section 2.6      Compensation Committee shall mean the Compensation Committee of the Board.
 
4  

            Section 2.7      Deferred Cash Award shall mean the cash amount deferred by an individual under any formal plan of deferred compensation sponsored by the Company. A Deferred Cash Award shall not include:
 
(a)               any base salary which was deferred during calendar year 1986;
 
(b)               any interest or investment increment applied to the amount of the cash award which is deferred; or
 
(c)               Any cash amount deferred by any person under any individual contract or arrangement with the Company or any of its subsidiaries or affiliated business entities.
 
            Section 2.8      ERISA  shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.
 
            Section 2.9      Grandfathered Plan shall mean the Supplemental Retirement Plan I of General Mills, Inc. (Grandfathered) under which benefits were earned and vested as of December 31, 2004 (within the meaning of Code section 409A and official guidance thereunder).
 
            Section 2.9A   Involuntary Termination shall mean a Participant’s Separation from Service on account of an involuntary termination of employment with the Company, other than for misconduct, which occurs solely due to the Company’s independent exercise of its unilateral authority to terminate the Participant’s employment and not due to the Participant’s voluntary termination of employment.  In addition, to qualify as an Involuntary Termination under this Plan, the Participant must execute such release agreement otherwise provided by the Company.
 
Section 2.10    Key Employee shall mean an employee treated as a “specified employee” as of his Separation from Service under Code section 409A(a)(2)(B)(i) of the Company if the Company’s stock is publicly traded on an established securities market or otherwise (i.e., a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof)).  Key Employees shall be determined in accordance with Code section 409A using a December 31 identification date.  A listing of Key Employees as of an identification date shall be effective for the 12-month period beginning on the April 1 following the identification date.
 
            Section 2.11    Minor Amendment Committee shall mean the Minor Amendment Committee appointed by the Compensation Committee, and shall include said Committee’s delegates.
 
            Section 2.12    Maximum Benefit shall mean the maximum annual benefit payable in dollars permitted to be either accrued or paid to a participant of any Base Plan, as determined under all applicable provisions of the Code and ERISA, specifically taking into account the limitations of Code Sections 401(a)(17) and 415, and any applicable 
5  

regulations thereunder. It is specifically intended that the Maximum Benefit, as defined herein, shall take into account changes in the dollar limits under Code sections 401(a)(17) and 415, and benefits payable from this Plan and the Base Plan shall be adjusted accordingly. In addition, if a Base Plan limits the accrued benefits of any Participant by restricting the application of future changes in such dollar limits with respect to such Participant, benefits payable under this Plan shall nevertheless be determined on the full amount that would have been permissible absent such restrictions under the Base Plan.
 
            Section 2.12A Modified Final Average Earnings shall mean the greater of: (a) the average of the Participant’s Earnable Compensation for the Participant’s final sixty months of employment; or (b) the average of the five highest calendar years of Earnable Compensation received by a Participant prior to the Determination Date, with the result divided by 12.  If the Participant has less than sixty months of Earnable Compensation, Modified Final Average Earnings shall mean the average of all Earnable Compensation received by such Participant prior to the Determination Date, stated on a monthly basis.  Notwithstanding any other Plan provision, for a Participant who, as of June 30, 2016, was both (1) an active employee (not on a termination leave of absence) paid on U.S. payroll, and (2) an officer on the Company’s records, his or her Modified Final Average Earnings shall not be less than what it was as of June 30, 2016.
 
            Section 2.13    Participant  shall mean an individual who experienced a Separation from Service on or before June 1, 2018, is a participant in a Base Plan, as well as either the Company's Executive Incentive Plan or who is eligible to defer compensation under a formal deferred compensation program maintained by the Company, and:
 
(a)               Whose accrued benefits, determined on the basis of the provisions of a Base Plan without regard to the Maximum Benefit, exceeded the Maximum Benefit;
 
(b)               An individual with a Deferred Cash Award, which, if included as compensation under any Base Plan in which such individual is a participant, would result in a greater accrued benefit under the provisions of such Base Plan; or
 
(c)               An active participant of the General Mills, Inc. Executive Incentive Plan who is entitled to a vested Pension under a Base Plan and who is involuntarily terminated prior to attainment of age 55, if the sum of such individual's age and length of company service at the date of termination equals or exceeds 75.  Notwithstanding the previous sentence, no individual shall be a Participant by virtue of this subsection if his/her age plus length of Company service did not equal or exceed 75 on or before December 31, 2017.

(d)               For purposes of eligibility for the special benefits described in Section 3.14(b), an individual who is otherwise eligible to defer compensation 
6  

under the General Mills, Inc. 2005 Deferred Compensation Plan, whether or not he or she has actually deferred any compensation.
 
An eligible individual shall remain a Participant under this Plan until all amounts payable on his or her behalf from this Plan have been paid.
 
Section 2.14    Separation from Service shall mean a “separation from service” within the meaning of Code section 409A; provided, however, for purposes of this determination, a reasonably anticipated permanent reduction in the level of bona fide services to 21% or less of the average level of bona fide services provided in the immediately preceding 36 months shall be deemed to be a Separation from Service.
 
            Section 2.15    Defined Terms. Capitalized terms which are not defined herein shall have the meaning ascribed to them in the relevant Base Plan. 
 
7  

ARTICLE III
 
BENEFITS
 
This Article describes how a Participant's total benefit under the Plan and the Grandfathered Plan (if applicable) is calculated.  Any portion of a Participant's benefit covered by the Grandfathered Plan will be distributed in accordance with the terms of the Grandfathered Plan and will not be subject to the distribution rules of this Article III.  The remaining portion of a Participant’s benefit will be distributed in accordance with the terms of this Article III.
 
            Section 3.1      Effect of Retirement. Upon the Normal, Early, or Late Retirement of a Participant, as provided under a Base Plan, such Participant shall be entitled to a benefit equal to the amount determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, and further calculated subject to the following adjustments: (1) by using Modified Final Average Earnings in lieu of Final Average Earnings under the Base Plan; (2) including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award); and then (3) reduced (but not below zero) by the lesser of the Participant's actual accrued benefit under such Base Plan or the Maximum Benefit. 
 
            Section 3.2      Spouse's Pension. Upon the death of a Participant whose surviving spouse is eligible for a Spouse's Pension under a Base Plan, such surviving spouse shall be entitled to a benefit under this Plan, determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, and further calculated subject to the following adjustments: (1) by using Modified Final Average Earnings in lieu of Final Average Earnings under the Base Plan; (2) and including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award), and then (3) reduced (but not below zero) by the lesser of the actual Spouse's Pension payable under such Base Plan or the Maximum Benefit.  To the extent a benefit becomes payable to a registered domestic partner, the entire benefit shall be payable under the terms of this Plan and no portion of such benefit shall be payable under the Grandfathered Plan.
 
            Section 3.3      Effect of Termination Prior to Retirement Eligibility.  If a Participant terminates employment with the Company and is entitled to a Vested Deferred Pension under a Base Plan, such Participant shall be entitled to a benefit equal to the amount determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, and further calculated subject to the following adjustments: (1) by using Modified Final Average Earnings in lieu of Final Average Earnings under the Base Plan; (2) and including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award), and then (3) reduced (but not below zero) by the lesser of the Participant's actual accrued benefit under such Base Plan or the Maximum Benefit.
 
8  

            Section 3.4      Benefits Prior to Separation from Service. Prior to a Participant's Separation from Service due to Retirement, termination, or death, benefits shall accrue under this Plan, based on the Participant's actual accrued benefit under a Base Plan or Plans, the Maximum Benefit, the foregoing modifications, including Modified Final Average Earnings (in lieu of Final Average Earnings), and Deferred Cash Awards, if any; provided, however, that in no event shall a Participant’s benefit be reduced below zero due to any adjustments or offsets hereunder. A Participant's benefit under this Plan may increase or decrease, before or after Retirement or termination, as a result of changes in the formula under any Base Plan, the Maximum Benefit, or changes in the earnings used to calculate benefits under a Base Plan formula. 
 
            Any benefit accrued under this Plan as a result of a Participant's Deferred Cash Award shall be payable only if, and to the extent that on the date of his or her termination of employment, both of the following conditions are satisfied:
 
            (a)        The Participant has a vested accrued benefit under the applicable Base Plan; and
 
            (b)        A Deferred Cash Award was made during a year which is used in the calculation of Final Average Earnings under this Plan on the date of termination.
 
            Section 3.5      Effect of Involuntary Termination of EIP Participants Prior to Retirement Eligibility. In the event of the involuntary termination of an active Participant of the General Mills, Inc. Executive Incentive Plan, where the sum of such Participant's age and years of service with the Company equals or exceeds 75 at the date of termination, and who is entitled to a Vested Deferred Pension under a Base Plan, the provisions of this Section shall apply. Subject to the aggregate limits of Section 4.4, such Participant shall be entitled to receive benefits determined under this Section, in addition to any benefit provided under Section 3.3. Such additional benefits shall be in the form of a retirement supplement, calculated as the difference between an Early Retirement Pension under the provisions of such Base Plan and a Vested Deferred Pension under such Base Plan.  For purposes of clarification, no additional age or service credit is granted hereunder, and benefits may not commence prior to the time allowed under Section 3.8.  Notwithstanding the other provisions hereof, this Section shall not apply to anyone whose age plus length of Company service did not equal or exceed 75 on or before December 31, 2017.
 
            Section 3.6      Effect of Change in Control.  Upon a Change in Control, all Participants shall be immediately vested in their Plan benefits, regardless of their vested status under any Base Plan.  In the event of the termination of an otherwise applicable Base Plan within five years after a Change in Control each Participant of said plan whose benefits would then exceed the Maximum Benefit as a result of the changes required under Section 11.4 of said plan shall be entitled to receive such excess benefits under this Plan.
 
9  

            Section 3.7      Form of Payment. Any benefit amount payable under the Plan to a married Participant shall be adjusted and paid in the form of a joint and 100% to survivor annuity. Any benefit amount payable under the Plan to an unmarried Participant shall be paid in the form of a single life annuity. Notwithstanding the above, all Participants may request to have such benefit amounts adjusted (if applicable) and paid as a joint and 100% to survivor annuity, joint and 50% to survivor annuity or as a single life annuity.  Any request for an alternate form of benefit may be made at any time before payment commences under Section 3.8.
 
             A benefit payable to a surviving spouse under Section 3.2 shall be paid in the form of a single life annuity.
 
Notwithstanding the above, if the present value of a Participant’s benefit amount under this Plan is $10,000 or less at the time such benefit amount is scheduled to commence, the entire benefit amount shall be distributed in an immediate lump sum payment.  For purposes of this Section 3.7, the present value of benefits is calculated using the applicable interest rate under Code section 417(e) as of the October immediately preceding the calendar year in which a distribution is to be made and the applicable mortality table under Code section 417(e) in effect as of said date.
 
Any joint and survivor annuity shall be the actuarial equivalent of a single life annuity based on the following factors, determined using the ages of the Participant and spouse on the effective date of the payment:
 
            Interest Rate:               7.5% per year
 
Mortality Table:          Basic Table – 94 GAR per Revenue Ruling 2001-62; unisex Adjustment – 50% male, or such other table as is provided under Code section 417(e).
 
            Section 3.8      Time of Payment. Plan benefits shall be paid or commence within 90 days following the later to occur of (a) the Participant attaining age 55, or (b) the Participant's Separation from Service.
 
            For purposes of payment commencement to a surviving spouse under Section 3.2, the first annuity payment shall be made within 90 days following the later to occur of (a) the date the Participant would have attained age 55, and (b) the date of the Participant’s death.
 
Notwithstanding the above,  in the event that a Participant is a Key Employee and payments are to commence based on his Separation from Service, the distributions to such Participant shall commence no earlier than six months following the date of his Separation from Service (or, if earlier, the date of the Participant’s death).  Amounts payable to the Participant during such period of delay shall be accumulated and paid on the first day of the seventh month following the Participant’s Separation from Service (or, if earlier, the first day of the month after the Participant’s death).  Interest shall accrue on 
10  

such amounts during the period of delay at an annual rate equal to the Prime Rate plus one-percent (1%).  For purposes of this Section 3.8, "Prime Rate" means the prime rate listed in the Wall Street Journal banking survey for the business day coincident with or next following the date of the Participant's benefit commencement date.
 
            Section 3.9      Effect of Increases in the Maximum Benefit. In the event the dollar amount of the Maximum Benefit increases as a result of federal legislation, the benefits of any Participant payable under the Plan, whether or not in pay status, shall be recalculated to take into account the higher Maximum Benefit payable from the applicable Base Plan. If payments have already commenced under the provisions of the applicable Base Plan and the Plan, benefit amounts under both Plans shall be adjusted to reflect the higher Maximum Benefit, by increasing the amount paid under the Base Plan and decreasing the amount paid under the Plan, as soon as administratively possible after such a change. Notwithstanding the above, if a Base Plan is terminated, no adjustments shall be made to benefits payable under the Plan with respect to changes in the Maximum Benefit after the date of termination of the Base Plan.
             
            Section 3.10    Effect of Early Taxation.  If the Participant’s benefits under the Plan are includible in income pursuant to Code section 409A, such benefits shall be distributed immediately to the Participant.
 
Section 3.11    Permitted Delays.   Any payment to a Participant under the Plan shall be delayed upon the Minor Amendment Committee's reasonable anticipation that the making of the payment would violate Federal securities laws or other applicable law; provided, that any payment delayed pursuant to this Section shall be paid in accordance with Code section 409A.
 
            Section 3.12    Special Transition Rule During 2005.  Any Participant who Separated from Service during 2005 shall have his or her benefit that is otherwise payable from this Plan paid in a lump sum as soon as administratively feasible after said Separation from Service.  These distributions shall be made in accordance with the relevant provisions of IRS Notice 2005-1.  After 2005, the provisions of this Article III shall apply as otherwise applicable. 
 
            Section 3.13    Special Eligibility and Vesting Rule.  Notwithstanding any other provision of this Article III, for purposes of this Plan if a Participant is entitled to the special vesting acceleration provided under Sections 4.4 (of Plan A) or 4.7 (of Plan B)  of the Separation Pay and Benefits Program for Officers of General Mills, Inc., he or she will be treated as being fully vested and eligible for a Normal, Early or Late Retirement under the relevant Base Plan.  The determination of whether a retirement is a Normal, Early or Late Retirement shall be made without regard to any service requirements under the Base Plan.  For purposes of clarity, Participants entitled to a benefit solely as a result of this Section 3.13 shall have the entire amount of their benefit, including the portion which is below the Maximum Benefit, paid under this Plan.
 
Section 3.14    Special Limited Time Benefit Enhancement.   
 
11   

(a)               In the event that a Participant’s employment is terminated due to an Involuntary Termination at any time between June 1, 2012 and May 31, 2013 and, on the date of such Involuntary Termination, the Participant has attained age 53 (but not age 55) and completed at least 10 years of Eligibility Service, the Participant’s benefit under this Plan shall be determined as if the Participant continued to work until and terminated employment upon attainment of age 55.  For this purpose, the Participant will be credited with additional years of Benefit Service recognizing the period between the date of Involuntary Termination and the date the Participant would attain age 55.  All benefits under this Section 3.14(a) will be calculated as though the Participant had attained age 55.  In addition, the Participant’s Earnable Compensation shall be determined as of the date of Involuntary Termination without any further adjustment.  In all events, the timing of payment of benefits under this Plan shall be governed solely by Section 3.8 and no payment shall be made prior to the time a Participant actually attains age 55.
 
(b)               In the event that the employment of a Participant is terminated due to an Involuntary Termination between November 1, 2014 and May 22, 2015 and, on the date of such Involuntary Termination, the Participant has attained age 53 (but not age 55) and completed at least 10 years of Eligibility Service, each Participant’s benefit under this Plan shall be determined as if the Participant continued to work until and terminated employment upon attainment of age 55.  For this purpose, the Participant will be credited with additional years of Benefit Service recognizing the period between the date of Involuntary Termination and the date the Participant would attain age 55.  All benefits under this Section 3.14(b) will be calculated as though the Participant had attained age 55.  In addition, the Participant’s Earnable Compensation shall be determined as of the date of Involuntary Termination without any further adjustment.  In all events, the timing of payment of benefits under this Plan shall be governed solely by Section 3.8 and no payment shall be made prior to the time a Participant actually attains age 55.
 
            Section 3.15    Non Duplication of Benefits. The Plan was created from a spinoff from the Prior Plan and provides for benefit accruals for services performed prior to the Plan’s Effective Date (such benefits were initially earned under the Prior Plan). On and after the Effective Date, it is the intent that all benefits previously accrued under the Prior Plan (or any other predecessor plan) for an individual who is a Participant of this Plan be provided solely under this Plan and none from the Prior Plan. Accordingly, if any Participant in this Plan has a period of service that is recognized for benefit accrual purposes under both this Plan and the Prior Plan, the benefits under this Plan shall be reduced by the value of the Participant’s benefit under the Prior Plan applicable to such service.

12   

ARTICLE IV
 
PLAN ADMINISTRATION
 
            Section 4.1      Administration.  The Plan shall be administered by the Company’s Vice President, Compensation & Benefits, who has the authority to delegate said responsibilities hereunder (“Administrator”).  The Company’s Vice President, Compensation & Benefits, and authorized delegates, shall have the discretionary authority to interpret and construe the terms of the Plan; determine the eligibility to participate in the Plan, the nature and amount of benefits, the rights of Participants in the Plan; and decide any disputes that may arise under the Plan.  Any such interpretation and/or determination shall be final and binding on all parties. 
 
            Section 4.2      Delegated Duties.  The Company’s Vice President, Compensation & Benefits, shall have the authority to delegate the duties and responsibilities of administering the Plan, maintaining records, issuing such rules and regulations as it deems appropriate, and making the payments hereunder to such employees or agents of the Company as he/she deems proper.  All authority vested in the Company’s Vice President, Compensation & Benefits shall also be vested in said delegates.
 
            Section 4.3      Amendment and Termination. The Minor Amendment Committee may amend, modify or terminate the Plan at any time; provided, however, that no such amendment, modification or termination shall adversely affect any accrued benefit under the Plan to which a Participant, or the Participant's Beneficiary, is entitled under Article III prior to the date of such amendment or termination, and in which such Participant, or the Participant's Beneficiary, would have been vested if such benefit had been provided under the applicable Base Plan.  Notwithstanding the above, no amendment, modification, or termination which would affect benefits accrued under this Plan prior to such amendment, modification or termination may occur after a Change in Control without the written consent of a majority of the Participants determined as of the day before such Change in Control.
 
            Upon termination of the Plan, distribution of Plan benefits shall be made to Participants and Beneficiaries in the same manner and at the time described in Article III, unless the Company determines in its sole discretion that all such amounts be distributed upon termination in accordance with the requirements under Code section 409A.  Upon termination of the Plan, no further benefit accruals shall occur.
 
            Section 4.4      Payments.  General Mills, Inc.  will pay all benefits arising under this Plan and all costs, charges and expenses relating thereto. The benefits payable under this Plan to each Participant shall not be greater than what would have been paid in the aggregate under the Base Plan (i) in the absence of federal limitations on benefit amounts, (ii) if amounts deferred had been paid to the Participant when earned, and (iii) with respect to Section 3.5, the Participant had actually been eligible for Early Retirement under the Base Plan.
 
13   

      Section 4.5      Claims for Benefits.  
 
(a)        Filing a Claim.  A Participant or his/her authorized representative may file a claim for benefits under the Plan.  Any claim must be in writing and submitted to the Administrator at such address as may be specified from time to time.  The Administrator may delegate his/her responsibilities and discretionary authority to make initial claim determinations under the Plan.  Claimants will be notified in writing of approved claims.  A claim is considered approved only if its approval is communicated in writing to a claimant.
(b)        Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Administrator.  If special circumstances (such as a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.   
(c)        Reasons for Denial.  A denial or partial denial of a claim will be dated and signed by the Administrator or his/her delegate and will clearly set forth:
(i)          the specific reason or reasons for the denial;
(ii)        specific reference to pertinent Plan provisions on which the denial is based;
(iii)        a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(iv)       an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.
 
(d)       Review of Denial.  Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Minor Amendment Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Minor Amendment Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim.  A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing.  The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.  
14   

If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it.  If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant.  Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.
 
(e)        Decision Upon Review.  The Minor Amendment Committee will provide a prompt written decision on review.  If the claim is denied on review, the decision shall set forth:
(i)          the specific reason or reasons for the adverse determination;
(ii)        specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii)        a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and
(iv)      a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).
A decision will be rendered no more than 60 days after the Minor Amendment Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Minor Amendment Committee determines that special circumstances (such as for a hearing) require such extension.  If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.
 
(f)        Finality of Determinations; Exhaustion of Remedies.  To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his/her remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure. 
 
(g)        Limitations Period.   Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than twelve (12) months  following a 
15  

final decision on the claim for benefits by the Minor Amendment Committee (or twelve (12) months following the date the claim is abandoned, if earlier).  The twelve-month limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.
 
            Section 4.6      Non-Assignability of Benefits. Neither any benefit payable hereunder nor the right to receive any future benefit payable under the Plan may be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a person eligible for any benefits becomes bankrupt, the interest under the Plan of the person affected may be terminated by the Minor Amendment Committee which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such person or make any other disposition of such benefits that it deems appropriate.
 
            Section 4.7      Applicable Law. All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and the laws of the State applicable to the Base Plan covering  the Participant.
 
            Section 4.8      Supplemental Benefits Trust.  The Company has established a Supplemental Benefits Trust with Wells Fargo Bank Minneapolis, N.A. as Trustee to hold assets of the Company under certain circumstances as a reserve for the discharge of the Company’s obligations under the Plan and certain other plans of deferred compensation of the Company.  In the event of a Change in Control as defined in Section 2.3 hereof, the Company shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund all benefits payable under the Plan.  Any Participant of the Plan shall have the right to demand and secure specific performance of this provision.  The Company may fund the Trust in the event of the occurrence of a potential Change in Control as determined by the Finance Committee of the Board.  All assets held in the Trust remain subject only to the claims of the Company’s general creditors whose claims against the Company are not satisfied because of the Company’s bankruptcy or insolvency (as those terms are defined in the Trust Agreement).  No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the Plan, are unsecured contractual claims of the Participant against General Mills, Inc.
16   

 
Exhibit 31.1
 
I, Jeffrey L. Harmening, certify that:
 
1.      I have reviewed this Quarterly Report on Form 10-Q of General Mills, Inc.;
 
2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.      The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)     designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)     designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)     evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)     disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.      The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)     all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)     any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: March 24, 2021
 
/s/ Jeffrey L. Harmening                                 
Jeffrey L. Harmening
Chief Executive Officer
1  

 
Exhibit 31.2
 
I, Kofi A. Bruce, certify that:
 
1.      I have reviewed this Quarterly Report on Form 10-Q of General Mills, Inc.;
 
2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.      The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)     designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)     designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)     evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)     disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.      The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)     all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)     any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: March 24, 2021
 
/s/ Kofi A. Bruce                                          
Kofi A. Bruce
Chief Financial Officer
1  

 
Exhibit 32.1
 
I, Jeffrey L. Harmening, Chief Executive Officer of General Mills, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
 
(1)     the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended February 28, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated: March 24, 2021
 
/s/ Jeffrey L. Harmening                           
Jeffrey L. Harmening
Chief Executive Officer
1   

 
Exhibit 32.2
 
I, Kofi A. Bruce, Chief Financial Officer of General Mills, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
 
(1)     the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended February 28, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated: March 24, 2021
 
/s/ Kofi A. Bruce                            
Kofi A. Bruce
Chief Financial Officer
1