You are on page 1of 178

GENERAL MILLS INC

(GIS)

10-K
Annual report pursuant to section 13 and 15(d) Filed on 07/08/2011 Filed Period 05/29/2011

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED May 29, 2011 o 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 (State or other jurisdiction of incorporation or organization) Number One General Mills Boulevard Minneapolis, Minnesota (Address of principal executive offices) (763) 764-7600 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered

41-0274440 (I.R.S. Employer Identification No.) 55426 (Zip Code)

Common Stock, $.10 par value

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x 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 x No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Non-accelerated filer x o (Do not check if a smaller reporting company) Accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x Aggregate market value of Common Stock held by non-affiliates of the registrant, based on the closing price of $35.11 per share as reported on the New York Stock Exchange on November 28, 2010 (the last business day of the registrant's most recently completed second fiscal quarter): $22,432.9 million.

Number of shares of Common Stock outstanding as of June 17, 2011: 644,862,721 (excluding 109,750,607 shares held in the treasury). DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement for its 2011 Annual Meeting of Stockholders are incorporated by reference into Part III.

Table of Contents
Page

Part I Item 1 Item 1A Item 1B Item 2 Item 3 Item 4 Part II Item 5 Item 6 Item 7 Item 7A Item 8 Item 9 Item 9A Item 9B Part III Item 10 Item 11 Item 12 Item 13 Item 14 Part IV Item 15 Signatures 2 Exhibits, Financial Statement Schedules 86 90 Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services 86 86 86 86 86 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information 14 15 16 40 41 85 85 86 Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings [Reserved] 3 8 12 12 14 14

PART I

ITEM 1

Business

COMPANY OVERVIEW General Mills, Inc. is a leading global manufacturer and marketer of branded consumer foods sold through retail stores. We are also a leading supplier of branded and unbranded food products to the foodservice and commercial baking industries. We manufacture our products in 15 countries and market them in more than 100 countries. Our joint ventures manufacture and market products in more than 130 countries and republics worldwide. General Mills, Inc. was incorporated in Delaware in 1928. The terms "General Mills," "Company," "registrant," "we," "us," and "our" mean General Mills, Inc. and all subsidiaries included in the Consolidated Financial Statements in Item 8 of this report unless the context indicates otherwise. Certain terms used throughout this report are defined in a glossary in Item 8 of this report. PRINCIPAL PRODUCTS Our major product categories in the United States are ready-to-eat cereals, refrigerated yogurt, ready-to-serve soup, dry dinners, shelf stable and frozen vegetables, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza and pizza snacks, grain, fruit and savory snacks, and a wide variety of organic products including soup, granola bars, and cereal. In Canada, our major product categories are ready-to-eat cereals, shelf stable and frozen vegetables, dry dinners, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza snacks, and grain, fruit and savory snacks. In markets outside the United States and Canada, our major product categories include super-premium ice cream and frozen desserts, refrigerated yogurt, grain snacks, shelf stable and frozen vegetables, refrigerated and frozen dough products, and dry dinners. In addition, we sell ready-to-eat cereals through our Cereal Partners Worldwide (CPW) joint venture. TRADEMARKS AND PATENTS Our products are marketed under trademarks and service marks that are owned by or licensed to us. The most significant trademarks and service marks used in our businesses are set forth in italics in this report. Some of the important trademarks used in our global operations include: Ready-to-eat cereals Cheerios, Wheaties, Lucky Charms, Total, Trix, Golden Grahams, Chex, Kix, Fiber One, Reese's Puffs, Cocoa Puffs, Cookie Crisp, Cinnamon Toast Crunch, Clusters, Oatmeal Crisp, and Basic 4 Refrigerated yogurt Yoplait, Trix, Delights, Go-GURT, Fiber One, YoPlus, Whips!, and Mountain High Refrigerated and frozen dough products Pillsbury, the Pillsbury Doughboy character, Grands!, Golden Layers, Big Deluxe, Toaster Strudel, Toaster Scrambles, Simply, Savorings, Jus-Rol, Latina, Pasta Master, Wanchai Ferry, V.Pearl, and La Saltea Dry dinners and shelf stable and frozen vegetable products Betty Crocker, Hamburger Helper, Tuna Helper, Chicken Helper, Old El Paso, Green Giant, Potato Buds, Suddenly Salad, Bac*O's, Betty Crocker Complete Meals, Valley Selections, Simply Steam, Valley Fresh Steamers, Wanchai Ferry, and Diablitos Grain, fruit, and savory snacks Nature Valley, Fiber One, Betty Crocker, Fruit Roll-Ups, Fruit By The Foot, Gushers, Stickerz, Chex Mix, Gardetto's, Bugles, and Lrabar 3

Dessert and baking mixes Betty Crocker, SuperMoist, Warm Delights, Bisquick, and Gold Medal Ready-to-serve soup Progresso Ice cream and frozen desserts Hagen-Dazs Frozen pizza and pizza snacks Totino's, Jeno's, Pizza Rolls, Party Pizza, Pillsbury Pizza Pops, and Pillsbury Pizza Minis Organic products Cascadian Farm and Muir Glen Trademarks are vital to our businesses. To protect our ownership and rights, we register our trademarks with the Patent and Trademark Office in the United States, and we file similar registrations in foreign jurisdictions. Trademark registrations in the United States are generally for a term of 10 years, renewable every 10 years as long as the trademark is used in the regular course of business. Some of our products are marketed under or in combination with trademarks that have been licensed from others, including: Dora the Explorer, Disney Cars and Disney Princesses for yogurt, and Dora the Explorer for cereal; Reese's Puffs and Clifford the Big Red Dog for cereal; Hershey's chocolate for a variety of products; Weight Watchers as an endorsement for soup and frozen vegetable products; Macaroni Grill for dry and frozen dinners; Good Earth for dry dinners; Sunkist for baking products and fruit snacks; Cinnabon for refrigerated dough, frozen pastries, and baking products; Bailey's for super-premium ice cream; and a variety of characters and brands for fruit snacks, including Batman, Tonka, My Little Pony, Transformers, Care Bears, Spider-Man, and various Warner Bros. and Nickelodeon characters. We license all of our cereal trademarks to CPW, our joint venture with Nestl S.A. (Nestl). Nestl similarly licenses certain of its trademarks to CPW, including the Nestl and Uncle Tobys trademarks. We own the Hagen-Dazs trademark and have the right to use the trademark outside of the United States and Canada. Nestl has an exclusive royalty-free license to use the Hagen-Dazs trademark in the United States and Canada on ice cream and other frozen dessert products. We also license this trademark to our Hagen-Dazs Japan, Inc. (HDJ) joint venture. The J. M. Smucker Company holds an exclusive royaltyfree license to use the Pillsbury brand and the Pillsbury Doughboy character in the dessert mix and baking mix categories in the United States and under limited circumstances in Canada and Mexico. We also license our Green Giant trademark to a third party for use in connection with its sale of fresh produce in the United States. We use the Yoplait and related trademarks under license from an entity in which we own a 50 percent interest and we further license these trademarks to franchisees. Given our focus on developing and marketing innovative, proprietary products, we consider the collective rights under our various patents, which expire from time to time, a valuable asset, but we do not believe that our businesses are materially dependent upon any single patent or group of related patents. 4

RAW MATERIALS AND SUPPLIES The principal raw materials that we use are grains (wheat, oats, and corn), sugar, dairy products, vegetables, fruits, meats, vegetable oils, and other agricultural products. We also use substantial quantities of carton board, corrugated, plastic and metal packaging materials, operating supplies, and energy. Most of these inputs for our domestic and Canadian operations are purchased from suppliers in the United States. In our international operations, inputs that are not locally available in adequate supply may be imported from other countries. The cost of these inputs may fluctuate widely due to external conditions such as weather, product scarcity, limited sources of supply, commodity market fluctuations, currency fluctuations, and changes in governmental agricultural and energy policies and regulations. We have some long-term fixed price contracts, but the majority of our inputs are purchased on the open market. We believe that we will be able to obtain an adequate supply of needed inputs. Occasionally and where possible, we make advance purchases of items significant to our business in order to ensure continuity of operations. Our objective is to procure materials meeting both our quality standards and our production needs at price levels that allow a targeted profit margin. Since these inputs generally represent the largest variable cost in manufacturing our products, to the extent possible, we often manage the risk associated with adverse price movements for some inputs using a variety of risk management strategies. We also have a grain merchandising operation that provides us efficient access to, and more informed knowledge of, various commodity markets, principally wheat and oats. This operation holds physical inventories that are carried at fair market value and uses derivatives to manage its net inventory position and minimize its market exposures. RESEARCH AND DEVELOPMENT Our principal research and development facilities are located in Minneapolis, Minnesota. Our research and development resources are focused on new product development, product improvement, process design and improvement, packaging, and exploratory research in new business and technology areas. Research and development expenditures were $235 million in fiscal 2011, $218 million in fiscal 2010, and $208 million in fiscal 2009. FINANCIAL INFORMATION ABOUT SEGMENTS We review the financial results of our business under three operating segments: U.S. Retail; International; and Bakeries and Foodservice. See Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) in Item 7 of this report for a description of our segments. For financial information by segment and geographic area, see Note 16 to the Consolidated Financial Statements in Item 8 of this report. JOINT VENTURES In addition to our consolidated operations, we participate in two joint ventures: CPW and HDJ. See MD&A in Item 7 of this report for a description of our joint ventures. CUSTOMERS Our primary customers are grocery stores, mass merchandisers, membership stores, natural food chains, drug, dollar and discount chains, commercial and noncommercial foodservice distributors and operators, restaurants, and convenience stores. We generally sell to these customers through our direct sales force. We use broker and distribution arrangements for certain products or to serve certain types of customers. During fiscal 2011, Wal-Mart Stores, Inc. and its affiliates (Wal-Mart) accounted for 23 percent of our consolidated net sales and 30 percent of our net sales in the U.S. Retail segment. No other customer accounted for 10 percent or more of our consolidated net sales. Wal-Mart also represented 6 percent of our net sales in the International segment and 7 percent of our net sales in the Bakeries and Foodservice segment. As of May 29, 2011, Wal-Mart accounted for 26 percent of our U.S. Retail receivables, 5 percent of our International receivables, and 9 percent of our Bakeries and Foodservice receivables. The five largest customers in our U.S. Retail segment accounted for 53 percent of its fiscal 2011 net sales, the five largest customers in our International segment accounted for 24 percent of its fiscal 2011 net sales, and the five largest customers in our Bakeries and Foodservice segment accounted for 45 percent of its fiscal 2011 net sales. For further information on our customer credit and product return practices please refer to Note 2 to the Consolidated Financial Statements in Item 8 of this report. COMPETITION The consumer foods industry is highly competitive, with numerous manufacturers of varying sizes in the United States and throughout the world. The food categories in which we participate are very competitive. Our principal competitors in these categories all have 5

substantial financial, marketing, and other resources. Competition in our product categories is based on product innovation, product quality, price, brand recognition and loyalty, effectiveness of marketing, promotional activity, and the ability to identify and satisfy consumer preferences. Our principal strategies for competing in each of our segments include effective customer relationships, superior product quality, innovative advertising, product promotion, product innovation, an efficient supply chain, and price. In most product categories, we compete not only with other widely advertised branded products, but also with generic and private label products that are generally sold at lower prices. Internationally, we compete with both multi-national and local manufacturers, and each country includes a unique group of competitors. SEASONALITY In general, demand for our products is evenly balanced throughout the year. However, within our U.S. Retail segment demand for refrigerated dough, frozen baked goods, and baking products is stronger in the fourth calendar quarter. Demand for Progresso soup and Green Giant canned and frozen vegetables is higher during the fall and winter months. Internationally, demand for Hagen-Dazs ice cream is higher during the summer months and demand for baking mix and dough products increases during winter months. Due to the offsetting impact of these demand trends, as well as the different seasons in the northern and southern hemispheres, our International segment net sales are generally evenly balanced throughout the year. BACKLOG Orders are generally filled within a few days of receipt and are subject to cancellation at any time prior to shipment. The backlog of any unfilled orders as of May 29, 2011, was not material. WORKING CAPITAL A description of our working capital is included in the Liquidity section of MD&A in Item 7 of this report. Our product return practices are described in Note 2 to the Consolidated Financial Statements in Item 8 of this report. EMPLOYEES As of May 29, 2011, we had approximately 35,000 full- and part-time employees. FOOD QUALITY AND SAFETY REGULATION The manufacture and sale of consumer food products is highly regulated. In the United States, our activities are subject to regulation by various federal government agencies, including the Food and Drug Administration, Department of Agriculture, Federal Trade Commission, Department of Commerce, and Environmental Protection Agency, as well as various state and local agencies. Our business is also regulated by similar agencies outside of the United States. ENVIRONMENTAL MATTERS As of May 29, 2011, we were involved with three active cleanup sites associated with the alleged or threatened release of hazardous substances or wastes located in: Sauget, Illinois; Minneapolis, Minnesota; and Moonachie, New Jersey. These matters involve several different actions, including administrative proceedings commenced by regulatory agencies and demand letters by regulatory agencies and private parties. We recognize that our potential exposure with respect to any of these sites may be joint and several, but have concluded that our probable aggregate exposure is not material to our consolidated financial position or cash flows from operations. This conclusion is based upon, among other things: our payments and accruals with respect to each site; the number, ranking and financial strength of other potentially responsible parties; the status of the proceedings, including various settlement agreements, consent decrees, or court orders; allocations of volumetric waste contributions and allocations of relative responsibility among potentially responsible parties developed by regulatory agencies and by private parties; remediation cost estimates prepared by governmental authorities or private technical consultants; and our historical experience in negotiating and settling disputes with respect to similar sites. Our operations are subject to the Clean Air Act, Clean Water Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act, and the Federal Insecticide, Fungicide, and Rodenticide Act, and all similar state, local, and foreign environmental laws and regulations applicable to the jurisdictions in which we operate. Based on current facts and circumstances, we believe that neither the results of our environmental proceedings nor our compliance in general with environmental laws or regulations will have a material adverse effect upon our capital expenditures, earnings, or competitive position. 6

EXECUTIVE OFFICERS The section below provides information regarding our executive officers as of July 8, 2011: Y. Marc Belton, age 52, is Executive Vice President, Global Strategy, Growth and Marketing Innovation. Mr. Belton joined General Mills in 1983 and has held various positions, including President of Snacks Unlimited from 1994 to 1997, New Ventures from 1997 to 1999, and Big G cereals from 1999 to 2002. He had oversight responsibility for Yoplait, General Mills Canada, and New Business Development from 2002 to 2005, and has had oversight responsibility for Growth and Marketing Innovation since 2005 and Global Strategy since 2011. Mr. Belton was elected a Vice President of General Mills in 1991, a Senior Vice President in 1994, and an Executive Vice President in 2006. He is a director of U.S. Bancorp. John R. Church, age 45, is Senior Vice President, Supply Chain. Mr. Church joined General Mills in 1988 as a Product Developer in the Big G cereals division and held various positions before becoming Vice President, Engineering in 2003. In 2005, his role was expanded to include development of the company's strategy for the global sourcing of raw materials and manufacturing capabilities. He was named Vice President, Supply Chain Operations in March 2007 and to his present position in April 2008. Michael L. Davis, age 55, is Senior Vice President, Global Human Resources. Mr. Davis joined General Mills in 1996 as Vice President, Compensation and Benefits, after spending 15 years in consulting with Towers Perrin. In 2002, his role was expanded to include staffing activities, and in 2005, he became Vice President, Human Resources for the U.S. Retail and Corporate groups. He was named to his current position in January 2008. Peter C. Erickson, age 50, is Senior Vice President, Innovation, Technology and Quality. Mr. Erickson joined General Mills in 1994 as part of the Colombo yogurt acquisition. He has held various positions in Research & Development and became Vice President, Innovation, Technology and Quality in 2003. He was named to his present position in November 2006. Ian R. Friendly, age 50, is Executive Vice President and Chief Operating Officer, U.S. Retail. Mr. Friendly joined General Mills in 1983 and held various positions before becoming Vice President of CPW in 1994, President of Yoplait in 1998, Senior Vice President of General Mills in 2000, and President of the Big G cereals division in 2002. In May 2004, he was named Chief Executive Officer of CPW. Mr. Friendly was named to his present position in June 2006. He is a director of The Valspar Corporation. Richard O. Lund, age 61, is Vice President, Controller. Mr. Lund joined General Mills in 1981 and held various positions before becoming Vice President, Director of Financial Operations for the Gold Medal division in 1994. He was appointed Vice President, Corporate Financial Operations in 2000 and was elected to his present position in December 2007. Prior to joining General Mills, Mr. Lund spent nine years with Coopers & Lybrand (now PricewaterhouseCoopers LLP). Mr. Lund is retiring effective October 1, 2011. Donal L. Mulligan, age 50, is Executive Vice President, Chief Financial Officer. Mr. Mulligan joined General Mills in 2001 from The Pillsbury Company. He served as Vice President, Financial Operations for our International division until 2004, when he was named Vice President, Financial Operations for Operations and Technology. Mr. Mulligan was appointed Treasurer of General Mills in 2006, Senior Vice President, Financial Operations in July 2007, and was elected to his present position in August 2007. From 1987 to 1998, he held several international positions at PepsiCo, Inc. and YUM! Brands, Inc. Mr. Mulligan is a director of Tennant Company. Shawn P. O'Grady, age 47, is Senior Vice President, President, Consumer Foods Sales Division. Mr. O'Grady joined General Mills in 1990 and held several marketing roles in the Snacks, Meals and Big G cereal divisions. He was promoted to Vice President in 1998 and held marketing positions in the Betty Crocker and Pillsbury USA divisions. In 2004, he moved into Consumer Foods Sales, becoming Vice President, President, U.S. Retail Sales in June 2007. He was promoted to his current position in May 2010. Christopher D. O'Leary, age 52, is Executive Vice President and Chief Operating Officer, International. Mr. O'Leary joined General Mills in 1997 as Vice President, Corporate Growth. He was elected a Senior Vice President in 1999 and President of the Meals division in 2001. Mr. O'Leary was named to his present position in June 2006. Prior to joining General Mills, he spent 17 years at PepsiCo, Inc., last serving as President and Chief Executive Officer of the Hostess Frito-Lay business in Canada. Mr. O'Leary is a director of Telephone and Data Systems, Inc. Roderick A. Palmore, age 59, is Executive Vice President, General Counsel, Chief Compliance and Risk Management Officer and Secretary. Mr. Palmore joined General Mills in this position in February 2008 from the Sara Lee Corporation, a consumer foods and products company. He spent 12 years at Sara Lee, last serving as Executive Vice President and General Counsel since 2004. Mr. Palmore is a director of CBOE Holdings, Inc. Kendall J. Powell, age 57, is Chairman of the Board and Chief Executive Officer of General Mills. Mr. Powell joined General Mills in 1979 and served in a variety of positions before becoming a Vice President in 1990. He became President of Yoplait in 1996, President of the Big G cereal division in 1997, and Senior Vice President of General Mills in 1998. From 1999 to 2004, he served as 7

Chief Executive Officer of CPW. He returned from CPW in 2004 and was elected Executive Vice President. Mr. Powell was elected President and Chief Operating Officer of General Mills with overall global operating responsibility for the company in June 2006, Chief Executive Officer in September 2007 and Chairman of the Board in May 2008. He is a director of Medtronic, Inc. Christina L. Shea, age 58, is Executive Vice President, External Relations and President, General Mills Foundation. Ms. Shea joined General Mills in 1977 and has held various positions in the Big G cereals, Yoplait, Gold Medal, Snacks, and Betty Crocker divisions. From 1994 to 1999, she was President of the Betty Crocker division and was named a Senior Vice President of General Mills in 1998. Ms. Shea became President of General Mills Community Action and the General Mills Foundation in 2002, was appointed Senior Vice President, External Relations and President, General Mills Foundation in 2005 and was named to her present position in July 2010. Ms. Shea is retiring effective August 1, 2011. WEBSITE ACCESS Our website is www.generalmills.com. We make available, free of charge in the "Investors" portion of this website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (1934 Act) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (SEC). Reports of beneficial ownership filed pursuant to Section 16(a) of the 1934 Act are also available on our website. ITEM 1A Risk Factors

Our business is subject to various risks and uncertainties. Any of the risks described below could materially adversely affect our business, financial condition, and results of operations. The food categories in which we participate are very competitive, and if we are not able to compete effectively, our results of operations could be adversely affected. The food categories in which we participate are very competitive. Our principal competitors in these categories all have substantial financial, marketing, and other resources. In most product categories, we compete not only with other widely advertised branded products, but also with generic and private label products that are generally sold at lower prices. Competition in our product categories is based on product innovation, product quality, price, brand recognition and loyalty, effectiveness of marketing, promotional activity, and the ability to identify and satisfy consumer preferences. If our large competitors were to seek an advantage through pricing or promotional changes, we could choose to do the same, which could adversely affect our margins and profitability. If we did not do the same, our revenues and market share could be adversely affected. Our market share and revenue growth could also be adversely impacted if we are not successful in introducing innovative products in response to changing consumer demands or by new product introductions of our competitors. If we are unable to build and sustain brand equity by offering recognizably superior product quality, we may be unable to maintain premium pricing over generic and private label products. We may be unable to maintain our profit margins in the face of a consolidating retail environment. The five largest customers in our U.S. Retail segment accounted for 53 percent of its net sales for fiscal 2011, the five largest customers in our International segment accounted for 24 percent of its net sales for fiscal 2011, and the five largest customers in our Bakeries and Foodservice segment accounted for 45 percent of its net sales for fiscal 2011. The loss of any large customer for an extended length of time could adversely affect our sales and profits. In addition, large retail customers may seek to use their position to improve their profitability through improved efficiency, lower pricing, increased reliance on their own brand name products, increased emphasis on generic and other economy brands, and increased promotional programs. If we are unable to use our scale, marketing expertise, product innovation, knowledge of consumers' needs, and category leadership positions to respond to these demands, our profitability or volume growth could be negatively impacted. Price changes for the commodities we depend on for raw materials, packaging, and energy may adversely affect our profitability. The principal raw materials that we use are commodities that experience price volatility caused by external conditions such as weather, product scarcity, limited sources of supply, commodity market fluctuations, currency fluctuations, and changes in governmental agricultural and energy policies and regulations. Commodity price changes may result in unexpected increases in raw material, packaging, and energy costs. If we are unable to increase productivity to offset these increased costs or increase our prices, we may experience reduced margins and profitability. We do not fully hedge against changes in commodity prices, and the risk management procedures that we do use may not always work as we intend. 8

Volatility in the market value of derivatives we use to manage exposures to fluctuations in commodity prices will cause volatility in our gross margins and net earnings. We utilize derivatives to manage price risk for some of our principal ingredient and energy costs, including grains (oats, wheat, and corn), oils (principally soybean), non-fat dry milk, natural gas, and diesel fuel. Changes in the values of these derivatives are recorded in earnings currently, resulting in volatility in both gross margin and net earnings. These gains and losses are reported in cost of sales in our Consolidated Statements of Earnings and in unallocated corporate items in our segment operating results until we utilize the underlying input in our manufacturing process, at which time the gains and losses are reclassified to segment operating profit. We also record our grain inventories at fair value. We may experience volatile earnings as a result of these accounting treatments. If we are not efficient in our production, our profitability could suffer as a result of the highly competitive environment in which we operate. Our future success and earnings growth depends in part on our ability to be efficient in the production and manufacture of our products in highly competitive markets. Gaining additional efficiencies may become more difficult over time. Our failure to reduce costs through productivity gains or by eliminating redundant costs resulting from acquisitions could adversely affect our profitability and weaken our competitive position. Many productivity initiatives involve complex reorganization of manufacturing facilities and production lines. Such manufacturing realignment may result in the interruption of production, which may negatively impact product volume and margins. Disruption of our supply chain could adversely affect our business. Our ability to make, move, and sell products is critical to our success. Damage or disruption to raw material supplies or our manufacturing or distribution capabilities due to weather, including any potential effects of climate change, natural disaster, fire, terrorism, pandemic, strikes, import restrictions, or other factors could impair our ability to manufacture or sell our products. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, particularly when a product is sourced from a single supplier or location, could adversely affect our business and results of operations, as well as require additional resources to restore our supply chain. Concerns with the safety and quality of food products could cause consumers to avoid certain food products or ingredients. We could be adversely affected if consumers in our principal markets lose confidence in the safety and quality of certain food products or ingredients. Adverse publicity about these types of concerns, whether or not valid, may discourage consumers from buying our products or cause production and delivery disruptions. If our food products become adulterated, misbranded, or mislabeled, we might need to recall those items and may experience product liability claims if consumers are injured. We may need to recall some of our products if they become adulterated, misbranded, or mislabeled. A widespread product recall could result in significant losses due to the costs of a recall, the destruction of product inventory, and lost sales due to the unavailability of product for a period of time. We could also suffer losses from a significant product liability judgment against us. A significant product recall or product liability case could also result in adverse publicity, damage to our reputation, and a loss of consumer confidence in our food products, which could have an adverse effect on our business results and the value of our brands. We may be unable to anticipate changes in consumer preferences and trends, which may result in decreased demand for our products. Our success depends in part on our ability to anticipate the tastes and eating habits of consumers and to offer products that appeal to their preferences. Consumer preferences change from time to time and can be affected by a number of different trends. Our failure to anticipate, identify or react to these changes and trends, or to introduce new and improved products on a timely basis, could result in reduced demand for our products, which would in turn cause our revenues and profitability to suffer. Similarly, demand for our products could be affected by consumer concerns regarding the health effects of ingredients such as sodium, trans fats, sugar, processed wheat, or other product ingredients or attributes. We may be unable to grow our market share or add products that are in faster growing and more profitable categories. The food industry's growth potential is constrained by population growth. Our success depends in part on our ability to grow our business faster than populations are growing in the markets that we serve. One way to achieve that growth is to enhance our portfolio by adding innovative new products in faster growing and more profitable categories. Our future results will also depend on our ability to increase market share in our existing product categories. If we do not succeed in developing innovative products for new and existing categories, our growth may slow, which could adversely affect our profitability. 9

Customer demand for our products may be limited in future periods as a result of increased purchases in response to promotional activity. Our unit volume in the last week of each quarter can be higher than the average for the preceding weeks of the quarter in certain circumstances. In comparison to the average daily shipments in the first 12 weeks of a quarter, the final week of each quarter may have as much as four days' worth of incremental shipments (based on a five-day week), reflecting increased promotional activity at the end of the quarter. This increased activity includes promotions to assure that our customers have sufficient inventory on hand to support major marketing events or increased seasonal demand early in the next quarter, as well as promotions intended to help achieve interim unit volume targets. If, due to quarter-end promotions or other reasons, our customers purchase more product in any reporting period than end-consumer demand will require in future periods, our sales level in future reporting periods could be adversely affected. Economic downturns could limit consumer demand for our products. The willingness of consumers to purchase our products depends in part on local economic conditions. In periods of economic uncertainty, consumers may purchase more generic, private label, and other economy brands and may forego certain purchases altogether. In those circumstances, we could experience a reduction in sales of higher margin products or a shift in our product mix to lower margin offerings. In addition, as a result of economic conditions or competitive actions, we may be unable to raise our prices sufficiently to protect margins. Consumers may also reduce the amount of food that they consume away from home at customers that purchase products from our Bakeries and Foodservice segment. Any of these events could have an adverse effect on our results of operations. Our international operations are subject to political and economic risks. In fiscal 2011, 19 percent of our consolidated net sales were generated outside of the United States. We are accordingly subject to a number of risks relating to doing business internationally, any of which could significantly harm our business. These risks include: political and economic instability; exchange controls and currency exchange rates; nationalization of operations; foreign tax treaties and policies; and restriction on the transfer of funds to and from foreign countries, including potentially negative tax consequences. Our financial performance on a U.S. dollar denominated basis is subject to fluctuations in currency exchange rates. These fluctuations could cause material variations in our results of operations. Our principal exposures are to the Australian dollar, British pound sterling, Canadian dollar, Chinese renminbi, euro, Japanese yen, and Mexican peso. From time to time, we enter into agreements that are intended to reduce the effects of our exposure to currency fluctuations, but these agreements may not be effective in significantly reducing our exposure. New regulations or regulatory-based claims could adversely affect our business. Food production and marketing are highly regulated by a variety of federal, state, local and foreign agencies. Changes in laws or regulations that impose additional regulatory requirements on us, including regulation of greenhouse gas emissions, could increase our cost of doing business or restrict our actions, causing our results of operations to be adversely affected. In addition, we advertise our products and could be the target of claims relating to alleged false or deceptive advertising under federal, state, and foreign laws and regulations. We may also be subject to new laws or regulations restricting our right to advertise products, including the Interagency Working Group on Food Marketed to Children Preliminary Proposed Nutrition Principles to Guide Industry Self-Regulatory Efforts and other proposals to limit advertising to children. We have a substantial amount of indebtedness, which could limit financing and other options and in some cases adversely affect our ability to pay dividends. As of May 29, 2011, we had total debt and noncontrolling interests of $7.1 billion. The agreements under which we have issued indebtedness do not prevent us from incurring additional unsecured indebtedness in the future. Our level of indebtedness may limit our: 10

ability to obtain additional financing for working capital, capital expenditures, or general corporate purposes, particularly if the ratings assigned to our debt securities by rating organizations were revised downward; and flexibility to adjust to changing business and market conditions and may make us more vulnerable to a downturn in general economic conditions. There are various financial covenants and other restrictions in our debt instruments and noncontrolling interests. If we fail to comply with any of these requirements, the related indebtedness (and other unrelated indebtedness) could become due and payable prior to its stated maturity and our ability to obtain additional or alternative financing may also be adversely affected. Our ability to make scheduled payments on or to refinance our debt and other obligations will depend on our operating and financial performance, which in turn is subject to prevailing economic conditions and to financial, business, and other factors beyond our control. Global capital and credit market issues could negatively affect our liquidity, increase our costs of borrowing, and disrupt the operations of our suppliers and customers. The global capital and credit markets, including commercial paper markets, have experienced increased volatility and disruption, making it more difficult for companies to access those markets. We depend on stable, liquid, and well-functioning capital and credit markets to fund our operations. Although we believe that our operating cash flows, financial assets, access to capital and credit markets, and revolving-credit agreements will permit us to meet our financing needs for the foreseeable future, there can be no assurance that continued or increased volatility and disruption in the capital and credit markets will not impair our liquidity or increase our costs of borrowing. Our business could also be negatively impacted if our suppliers or customers experience disruptions resulting from tighter capital and credit markets or a slowdown in the general economy. Volatility in the securities markets, interest rates, and other factors or changes in our employee base could substantially increase our defined benefit pension, other postretirement, and postemployment benefit costs. We sponsor a number of defined benefit plans for employees in the United States, Canada, and various foreign locations, including defined benefit pension, retiree health and welfare, severance, directors' life, and other postemployment plans. Our major defined benefit pension plans are funded with trust assets invested in a globally diversified portfolio of securities and other investments. Changes in interest rates, mortality rates, health care costs, early retirement rates, investment returns, and the market value of plan assets can affect the funded status of our defined benefit plans and cause volatility in the net periodic benefit cost and future funding requirements of the plans. A significant increase in our obligations or future funding requirements could have a negative impact on our results of operations and cash flows from operations. Our business operations could be disrupted if our information technology systems fail to perform adequately. The efficient operation of our business depends on our information technology systems. We rely on our information technology systems to effectively manage our business data, communications, supply chain, order entry and fulfillment, and other business processes. The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies, and the loss of sales and customers, causing our business and results of operations to suffer. In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including fire, natural disasters, systems failures, security breaches, and viruses. Any such damage or interruption could have a material adverse effect on our business. If other potentially responsible parties (PRPs) are unable to contribute to remediation costs at certain contaminated sites, our costs for remediation could be material. We are subject to various federal, state, local, and foreign environmental and health and safety laws and regulations. Under certain of these laws, namely the Comprehensive Environmental Response, Compensation, and Liability Act and its state counterparts, liability for investigation and remediation of hazardous substance contamination at currently or formerly owned or operated facilities or at third-party waste disposal sites is joint and several. We currently are involved in active remediation efforts at certain sites where we have been named a PRP. If other PRPs at these sites are unable to contribute to remediation costs, we could be held responsible for their portion of the remediation costs, and those costs could be material. We cannot assure that our costs in relation to these environmental matters or compliance with environmental laws in general will not exceed our established liabilities or otherwise have an adverse effect on our business and results of operations. 11

A change in the assumptions regarding the future performance of our businesses or a different weighted-average cost of capital used to value our reporting units or our indefinite-lived intangible assets could negatively affect our consolidated results of operations and net worth. Goodwill for each of our reporting units is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. We compare the carrying value of the net assets of a reporting unit, including goodwill, to the fair value of the unit. If the fair value of the net assets of the reporting unit is less than the net assets including goodwill, impairment has occurred. Our estimates of fair value are determined based on a discounted cash flow model. Growth rates for sales and profits are determined using inputs from our annual long-range planning process. We also make estimates of discount rates, perpetuity growth assumptions, market comparables, and other factors. While we currently believe that our goodwill is not impaired, different assumptions regarding the future performance of our businesses could result in significant impairment losses. We evaluate the useful lives of our intangible assets, primarily intangible assets associated with the Pillsbury, Totino's, Progresso, Green Giant, Old El Paso and Hagen-Dazs brands, to determine if they are finite or indefinite-lived. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, known technological advances, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required maintenance expenditures, and the expected lives of other related groups of assets. Our indefinite-lived intangible assets are also tested for impairment annually and whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Our estimate of the fair value of the brands is based on a discounted cash flow model using inputs including: projected revenues from our annual long-range plan; assumed royalty rates which could be payable if we did not own the brands; and a discount rate. As of May 29, 2011, we had $10.5 billion of goodwill and indefinite-lived intangible assets. While we currently believe that the fair value of each intangible exceeds its carrying value and that those intangibles so classified will contribute indefinitely to our cash flows, different assumptions regarding future performance of our businesses or a different weighted-average cost of capital could result in significant impairment losses and amortization expense. Our failure to successfully integrate acquisitions into our existing operations could adversely affect our financial results. From time to time, we evaluate potential acquisitions or joint ventures that would further our strategic objectives. Our success depends, in part, upon our ability to integrate acquired and existing operations. If we are unable to successfully integrate acquisitions, including recently acquired Yoplait interests, our financial results could suffer. Additional potential risks associated with acquisitions include additional debt leverage, the loss of key employees and customers of the acquired business, the assumption of unknown liabilities, the inherent risk associated with entering a line of business in which we have no or limited prior experience, failure to achieve anticipated synergies, and the impairment of goodwill or other acquisition-related intangible assets.

ITEM 1B None.

Unresolved Staff Comments

ITEM 2

Properties

We own our principal executive offices and main research facilities, which are located in the Minneapolis, Minnesota metropolitan area. We operate numerous manufacturing facilities and maintain many sales and administrative offices, warehouses, and distribution centers mainly in the United States. Other facilities are operated in Canada and elsewhere around the world. 12

As of May 29, 2011, we operated 50 facilities for the production of a wide variety of food products. Of these facilities, 28 are located in the United States, 10 in the Asia/Pacific region (3 of which are leased), 2 in Canada (1 of which is leased), 5 in Europe (2 of which are leased), 4 in Latin America and Mexico, and 1 in South Africa. The following is a list of the locations of our principal production facilities, which primarily support the segment noted: U.S. Retail Carson, California Lodi, California Covington, Georgia Belvidere, Illinois West Chicago, Illinois New Albany, Indiana Carlisle, Iowa Cedar Rapids, Iowa Methuen, Massachusetts Reed City, Michigan Fridley, Minnesota Hannibal, Missouri Kansas City, Missouri Great Falls, Montana Vineland, New Jersey Albuquerque, New Mexico Buffalo, New York Cincinnati, Ohio Wellston, Ohio Murfreesboro, Tennessee Milwaukee, Wisconsin Irapuato, Mexico

International Buenos Aires, Argentina Mt. Waverly, Australia Rooty Hill, Australia Winnipeg, Canada Guangzhou, China Nanjing, China Sanhe, China Shanghai, China Arras, France San Adrian, Spain Berwick, United Kingdom Cagua, Venezuela

Bakeries and Foodservice Chanhassen, Minnesota

Joplin, Missouri Martel, Ohio

13

We operate numerous grain elevators in the United States in support of our domestic manufacturing activities. We also utilize approximately 11 million square feet of warehouse and distribution space, nearly all of which is leased, that primarily supports our U.S. Retail segment. We own and lease a number of dedicated sales and administrative offices in the United States, Canada, and elsewhere around the world, totaling approximately 3 million square feet. We have additional warehouse, distribution, and office space in our plant locations. As part of our Hagen-Dazs business in our International segment, we operate 268 (all leased) and franchise 383 branded ice cream parlors in various countries around the world, all outside of the United States and Canada.

ITEM 3

Legal Proceedings

We are the subject of various pending or threatened legal actions in the ordinary course of our business. All such matters are subject to many uncertainties and outcomes that are not predictable with assurance. In our opinion, there were no claims or litigation pending as of May 29, 2011, that were reasonably likely to have a material adverse effect on our consolidated financial position or results of operations. See the information contained under the section entitled "Environmental Matters" in Item 1 of this report for a discussion of environmental matters in which we are involved.

ITEM 4

[Reserved]

PART II

ITEM 5

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

Our common stock is listed on the New York Stock Exchange. On June 17, 2011, there were approximately 33,000 record holders of our common stock. Information regarding the market prices for our common stock and dividend payments for the two most recent fiscal years is set forth in Note 18 to the Consolidated Financial Statements in Item 8 of this report. On June 28, 2010, our Board of Directors approved and we announced an authorization for the repurchase of up to 100,000,000 shares of our common stock. Purchases can be made in the open market or in privately negotiated transactions, including the use of call options and other derivative instruments, Rule 10b5-1 trading plans, and accelerated repurchase programs. The Board did not specify an expiration date for the authorization. We did not purchase any shares of our common stock during the fiscal quarter ended May 29, 2011. We have 81.5 million shares available that may yet be purchased under the current program. 14

ITEM 6

Selected Financial Data

At the beginning of fiscal 2011, we revised the classification of certain revenues and expenses to better align our income statement line items with how we manage our business. We have revised the classification of amounts previously reported to conform to our fiscal 2011 presentation. These revised classifications had no effect on previously reported net earnings attributable to General Mills or earnings per share. See Note 1 to the Consolidated Financial Statements in Item 8 of this report for further details of the reclassifications. The following table sets forth selected financial data for each of the fiscal years in the five-year period ended May 29, 2011: In Millions, Except Per Share Data, Percentages and Ratios Operating data: Net sales Gross margin (b) Selling, general, and administrative expenses Segment operating profit (c) After-tax earnings from joint ventures Net earnings attributable to General Mills Depreciation and amortization Advertising and media expense Research and development expense Average shares outstanding: Basic Diluted Earnings per share: Basic Diluted Diluted, excluding certain items affecting comparability (c) Operating ratios: Gross margin as a percentage of net sales Selling, general, and administrative expenses as a percentage of net sales Segment operating profit as a percentage of net sales (c) Effective income tax rate Return on average total capital (b) (c) Balance sheet data: Land, buildings, and equipment Total assets Long-term debt, excluding current portion Total debt (b) Noncontrolling interests Stockholders' equity Cash flow data: Net cash provided by operating activities Capital expenditures Net cash used by investing activities Net cash used by financing activities Fixed charge coverage ratio Operating cash flow to debt ratio (b) Share data: Low stock price High stock price Closing stock price Cash dividends per common share (a) (b) (c) 2011 $ 14,880.2 5,953.5 3,192.0 2,945.6 96.4 1,798.3 472.6 843.7 235.0 642.7 664.8 $ $ $ 2.80 2.70 2.48 40.0% 21.5% 19.8% 29.7% 13.7% $ 3,345.9 18,674.5 5,542.5 6,885.1 246.7 6,365.5 $ $ $ $ 2010 $ 14,635.6 5,800.2 3,162.7 2,840.5 101.7 1,530.5 457.1 908.5 218.3 659.6 683.3 2.32 2.24 2.30 39.6% 21.6% 19.4% 35.0% 13.8% 3,127.7 17,678.9 5,268.5 6,425.9 245.1 5,402.9 $ $ $ $ Fiscal Year 2009 (a) $ 14,555.8 5,174.9 2,893.2 2,624.2 91.9 1,304.4 453.6 732.1 208.2 663.7 687.1 1.96 1.90 1.99 35.6% 19.9% 18.0% 37.1% 12.3% 3,034.9 17,874.8 5,754.8 7,075.5 244.2 5,172.3 $ $ $ $ 2008 $ 13,548.0 4,816.2 2,566.0 2,394.4 110.8 1,294.7 459.2 587.2 204.7 665.9 693.8 1.93 1.85 1.76 35.5% 18.9% 17.7% 34.0% 11.7% 3,108.1 19,041.6 4,348.7 6,999.5 246.6 6,212.2 $ $ $ $ 2007 $ 12,303.9 4,412.7 2,314.5 2,273.0 72.7 1,143.9 417.8 491.4 191.1 693.1 720.4 1.65 1.59 1.59 35.9% 18.8% 18.5% 33.0% 11.0% 3,013.9 18,183.7 3,217.7 6,206.1 1,139.2 5,318.7 1,751.2 460.2 597.1 1,398.1 4.51 28.2% 24.64 30.56 30.08 0.72

$ 1,526.8 648.8 715.1 936.6 7.03 22.2% 33.57 39.95 39.29 1.12 $

2,181.2 $ 649.9 721.2 1,503.8 6.42 33.9% 25.59 36.96 35.62 0.96 $

1,828.2 $ 562.6 288.9 1,404.5 5.33 25.8% 23.61 35.08 25.59 0.86 $

1,729.9 $ 522.0 442.4 1,093.0 4.91 24.7% 25.72 31.25 30.54 0.78 $

Fiscal 2009 was a 53-week year; all other fiscal years were 52 weeks. See Glossary in Item 8 of this report for definition. See MD&A in Item 7 of this report for our discussion of this measure not defined by generally accepted accounting principles. 15

ITEM 7

Management's Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE OVERVIEW We are a global consumer foods company. We develop distinctive value-added food products and market them under unique brand names. We work continuously to improve our established products and to create new products that meet consumers' evolving needs and preferences. In addition, we build the equity of our brands over time with strong consumer-directed marketing and innovative merchandising. We believe our brand-building strategy is the key to winning and sustaining leading share positions in markets around the globe. Our fundamental business goal is to generate superior returns for our stockholders over the long term. We believe that increases in net sales, segment operating profit, earnings per share (EPS), and return on average total capital are the key measures of financial performance for our businesses. See the "NonGAAP Measures" section below for a description of our discussion of total segment operating profit, diluted EPS excluding certain items affecting comparability and return on average total capital, which are not defined by generally accepted accounting principles (GAAP). Our objectives are to consistently deliver: low single-digit annual growth in net sales; mid single-digit annual growth in total segment operating profit; high single-digit annual growth in EPS; and improvements in return on average total capital.

We believe that this financial performance, coupled with an attractive dividend yield, should result in long-term value creation for stockholders. We also return a substantial amount of cash to stockholders through share repurchases and dividends. For the fiscal year ended May 29, 2011, our net sales grew 2 percent, total segment operating profit grew 4 percent and diluted EPS grew 20 percent, however our return on average total capital declined by 10 basis points despite these positive earnings metrics. Diluted EPS excluding certain items affecting comparability increased 8 percent from fiscal 2010 (see the "Non-GAAP Measures" section below for our use of this measure and our discussion of the items affecting comparability). Net cash provided by operations totaled $1.5 billion in fiscal 2011, enabling us to increase our annual dividend payments per share by 17 percent from fiscal 2010 and continue returning cash to stockholders through share repurchases, which totaled $1.2 billion in fiscal 2011. We also made significant capital investments totaling $649 million in fiscal 2011. We achieved the following related to our six key operating objectives for fiscal 2011: Net sales growth of 2 percent was primarily driven by volume gains in our International segment and net price realization and mix. We achieved a 4 percent increase in total segment operating profit despite renewed input cost inflation. Our gross margin as a percent of net sales was comparable to fiscal 2010. We took pricing actions on most of our product lines in fiscal 2011 to partially offset the increases in input costs. In addition, we continued to focus on the other elements of our holistic margin management (HMM) program, which include cost-savings initiatives, marketing spending efficiencies, and profitable sales mix strategies. We continued to invest in media and other brand-building marketing programs. However, our total media and advertising spending decreased from fiscal 2010 levels, which increased 24 percent versus fiscal 2009. We grew our Bakeries and Foodservice segment operating profit, including a focus on higher-margin, branded product lines within our most attractive foodservice customer channels. We continued to grow our business in international markets. We focused on our core platforms of ready-to-eat cereal, super premium ice cream, convenient meal solutions, and healthy snacking by introducing new products and investing to drive sales growth.

Details of our financial results are provided in the "Fiscal 2011 Consolidated Results of Operations" section below. 16

We expect slow improvement in the operating environment for food companies around the globe. Although we believe the environment will remain challenging in fiscal 2012, we expect to deliver another year of quality growth. Excluding the effects of our acquisition of interests in Yoplait S.A.S. and Yoplait Marques S.A.S., we expect to achieve these results: We are targeting mid single-digit growth in net sales primarily driven by net price realization, as our plans assume a modest decline in pound volume. We have a strong line-up of consumer marketing, merchandising, and innovation planned to support our leading brands. We will continue to build our global platforms in markets around the world, accelerating our efforts in rapidly growing emerging markets. We are targeting low single-digit growth in total segment operating profit in fiscal 2012, as we expect our HMM discipline of cost savings, mix management and price realization to largely offset an expected 10 to 11 percent increase in input costs.

Our businesses generate strong levels of cash flows. We use some of this cash to reinvest in our business. Our fiscal 2012 plans call for $670 million of expenditures for capital projects, excluding expenditures that may be required for Yoplait S.A.S. On June 28, 2011, our Board of Directors approved a dividend increase to an annual rate of $1.22 per share, a 9 percent increase from the rate paid in fiscal 2011. As a result of the acquisition of interests in Yoplait entities, we expect to reduce our level of share repurchases in fiscal 2012. We expect that share repurchases will offset normal levels of stock option exercises in fiscal 2012. Certain terms used throughout this report are defined in a glossary in Item 8 of this report. FISCAL 2011 CONSOLIDATED RESULTS OF OPERATIONS In fiscal 2011, net earnings attributable to General Mills was $1,798 million, up 18 percent from $1,530 million in fiscal 2010, and we reported diluted EPS of $2.70 in fiscal 2011, up 20 percent from $2.24 in fiscal 2010. Fiscal 2011 results include gains from the mark-to-market valuation of certain commodity positions and grain inventories versus fiscal 2010 which included losses. Fiscal 2011 results also include the net benefit from the resolution of uncertain tax matters, and fiscal 2010 results include income tax expense related to the enactment of federal health care reform. Diluted EPS excluding these items affecting comparability was $2.48 in fiscal 2011, up 8 percent from $2.30 in fiscal 2010 (see the "Non-GAAP Measures" section below for our use of this measure and our discussion of the items affecting comparability). The components of net sales growth are shown in the following table: Components of Net Sales Growth Fiscal 2011 vs. 2010 1 pt 1 pt Flat 2 pts

Contributions from volume growth (a) Net price realization and mix Foreign currency exchange Net sales growth (a) Measured in tons based on the stated weight of our product shipments.

Net sales grew 2 percent in fiscal 2011, due to 1 percentage point of volume growth and 1 percentage point of growth from net price realization and mix. Foreign exchange was flat compared to fiscal 2010. Cost of sales increased $91 million in fiscal 2011 to $8,927 million. This increase was driven by $157 million higher net input costs and product mix and an $84 million increase attributable to higher volume, partially offset by a $95 million net decrease in cost of sales related to mark-to-market valuation of certain commodity positions and grain inventories as described in Note 7 to the Consolidated Financial Statements in Item 8 of this report, compared to a net increase of $7 million in fiscal 2010. In fiscal 2010, we recorded a charge of $48 million resulting from a change in the capitalization threshold for certain equipment parts. Gross margin grew 3 percent in fiscal 2011 versus fiscal 2010. Gross margin as a percent of net sales increased by 40 basis points from fiscal 2010 to fiscal 2011. These improvements were primarily driven by gains from the mark-to-market valuation of certain commodity positions and grain inventories in fiscal 2011 versus losses in fiscal 2010. Selling, general and administrative (SG&A) expenses were up $29 million in fiscal 2011 versus fiscal 2010, while SG&A expenses 17

as a percent of net sales remained essentially flat from fiscal 2010 to fiscal 2011. The increase in SG&A expenses was primarily driven by a $69 million increase in corporate pension expense partially offset by a 7 percent decrease in advertising and media expense. In fiscal 2010, the Venezuelan government devalued the bolivar fuerte exchange rate against the U.S. dollar. The $14 million foreign exchange loss resulting from the devaluation was substantially offset by a $13 million recovery against a corporate investment. During fiscal 2011, we recorded a net divestiture gain of $17 million. We recorded a gain of $14 million related to the sale of a foodservice frozen baked goods product line in our International segment and a gain of $3 million related to the sale of a pie shell product line in our Bakeries and Foodservice segment. There were no divestitures in fiscal 2010. Interest, net for fiscal 2011 totaled $346 million, $55 million lower than fiscal 2010. The average interest rate on our total outstanding debt was 5.6 percent in fiscal 2011 compared to 6.3 percent in fiscal 2010, generating a $45 million decrease in net interest. Average interest bearing instruments increased $474 million in fiscal 2011, primarily due to more share repurchases than in fiscal 2010, leading to a $30 million increase in net interest. In fiscal 2010, we also recorded a loss of $40 million related to the repurchase of certain notes, which represented the premium paid, the write-off of remaining discount and unamortized fees, and the settlement of related swaps. Restructuring, impairment, and other exit costs totaled $4 million in fiscal 2011 as follows: Expense, in Millions Discontinuation of underperforming product line in our U.S. Retail segment Charges associated with restructuring actions previously announced Total $ $ 1.7 2.7 4.4

In fiscal 2011, we decided to exit an underperforming product line in our U.S. Retail segment. As a result of this decision, we concluded that the future cash flows generated by this product line were insufficient to recover the net book value of the associated long-lived assets. Accordingly, we recorded a non-cash charge of $2 million related to the impairment of the associated long-lived assets. No employees were affected by these actions. In addition, we recorded $3 million of charges associated with restructuring actions previously announced. In fiscal 2011, we paid $6 million in cash related to restructuring actions taken in fiscal 2011 and previous years. Our consolidated effective tax rate for fiscal 2011 was 29.7 percent compared to 35.0 percent in fiscal 2010. The 5.3 percentage point decrease was primarily due to a $100 million reduction to tax expense recorded in fiscal 2011 related to a settlement with the Internal Revenue Service (IRS) concerning corporate income tax adjustments for fiscal years 2002 to 2008. The adjustments primarily relate to the amount of capital loss, depreciation, and amortization we reported as a result of the sale of noncontrolling interests in our General Mills Cereals, LLC (GMC) subsidiary. Fiscal 2010 income tax expense included a $35 million increase related to the enactment of federal health care reform (the Patient Protection and Affordable Care Act, as amended by Health Care and Education Reconciliation Act of 2010). This legislation changed the tax treatment of subsidies to companies that provide prescription drug benefits that are at least the equivalent of benefits under Medicare Part D (see the "Impact of Inflation" section below for additional discussion of this legislation). After-tax earnings from joint ventures for fiscal 2011 decreased to $96 million compared to $102 million in fiscal 2010. The decrease is primarily due to higher advertising and media spending and increased service cost allocations, all in CPW. In fiscal 2011, CPW net sales grew by 3 percent due to a 2 percentage point increase in volume and a 1 percentage point increase from favorable foreign exchange. Net price realization and mix was flat compared to fiscal 2010. Net sales for HDJ increased 4 percent from fiscal 2010 primarily due to 9 percentage points of favorable foreign exchange, partially offset by a 5 percentage point decline in net price realization and mix. Volume was flat compared to fiscal 2010. Average diluted shares outstanding decreased by 18 million in fiscal 2011 from fiscal 2010, due primarily to the repurchase of 32 million shares since the end of fiscal 2010, partially offset by the issuance of shares upon stock option exercises. FISCAL 2011 CONSOLIDATED BALANCE SHEET ANALYSIS Cash and cash equivalents decreased $54 million from fiscal 2010, as discussed in the "Liquidity" section below. Receivables increased $121 million from fiscal 2010 as a result of foreign currency translation effects of $44 million and sales timing shifts. The allowance for doubtful accounts was essentially unchanged from fiscal 2010. Inventories increased $265 million from fiscal 2010 primarily as a result of increased commodity prices. 18

Prepaid expenses and other current assets increased $105 million from fiscal 2010, due mainly to increases in derivatives receivable balances. Land, buildings, and equipment increased $218 million from fiscal 2010, as capital expenditures of $649 million and a foreign currency translation impact of $55 million were partially offset by depreciation expense of $462 million in fiscal 2011. Goodwill and other intangible assets increased $256 million from fiscal 2010 primarily due to foreign currency translation of $148 million and the acquisitions of the Mountain High yoghurt business and the Pasta Master meals business. We recorded $72 million of goodwill and $45 million of other intangible assets related to these transactions. Other assets increased $99 million from fiscal 2010, driven mainly by a $126 million increase in our prepaid pension assets and a $121 million increase in our investment and advances to joint ventures, partially offset by a decrease of $117 million in non-current interest rate derivatives receivable. Accounts payable increased $146 million to $995 million in fiscal 2011, primarily due to shifts in timing of payments. Long-term debt, including current portion, and notes payable increased $459 million from fiscal 2010 primarily due to the issuance of $1.2 billion of longterm debt in fiscal 2011, partially offset by a $739 million decrease in notes payable. The current and noncurrent portions of net deferred income taxes liability increased $268 million from fiscal 2010 due to contributions to our defined benefit pension plans and book versus tax depreciation differences. Other current liabilities decreased $441 million from fiscal 2010, primarily driven by decreases in accrued taxes of $360 million and a $136 million decrease in consumer marketing accruals. Other liabilities decreased $386 million from fiscal 2010, driven by a decrease of $175 million in pension and postretirement liabilities, a decrease of $158 million in non-current derivatives payable, and a decrease of $43 million in non-current accrued taxes payable. Retained earnings increased $1,069 million from fiscal 2010, reflecting fiscal 2011 net earnings of $1,798 million less dividends paid of $729 million. Treasury stock increased $595 million from fiscal 2010, due to $1,164 million of share repurchases, partially offset by $568 million related to stock-based compensation plans. Additional paid in capital increased $13 million from fiscal 2010, due to stock compensation plan activity. Accumulated other comprehensive loss (AOCI) decreased by $476 million after-tax from fiscal 2010, primarily driven by foreign currency translation of $358 million and pension and postemployment activity of $128 million. FISCAL 2010 CONSOLIDATED RESULTS OF OPERATIONS Net earnings attributable to General Mills were $1,530 million in fiscal 2010, up 17 percent from $1,304 million in fiscal 2009, and we reported diluted EPS of $2.24 in fiscal 2010, up 18 percent from $1.90 in fiscal 2009. Fiscal 2010 and 2009 results include losses from the mark-to-market valuation of certain commodity positions and grain inventories. Fiscal 2010 results also include income tax expense related to the enactment of federal health care reform, and the fiscal 2009 results include a net divestiture gain, income from a settlement with an insurance carrier, and the impact of a court decision on an uncertain tax matter. Diluted EPS excluding these items affecting comparability was $2.30 in fiscal 2010, up 16 percent from $1.99 in fiscal 2009 (see the "Non-GAAP Measures" section below for our use of this measure and our discussion of the items affecting comparability). The components of net sales growth are shown in the following table: Components of Net Sales Growth Fiscal 2010 vs. 2009 Flat 1 pt Flat 1 pt

Contributions from volume growth (a) Net price realization and mix Foreign currency exchange Net sales growth (a) Measured in tons based on the stated weight of our product shipments. 19

Net sales grew 1 point in fiscal 2010, driven by 1 percentage point of growth from net price realization and mix. Contributions from volume were flat, including the loss of 2 points of growth from divested products and a 1 percentage point loss from an additional week in fiscal 2009. Foreign exchange did not affect sales growth in fiscal 2010. Cost of sales decreased $546 million in fiscal 2010 to $8,835 million. This decrease was mainly driven by favorable mix, HMM initiatives, and lower input costs. In fiscal 2010, we recorded a $7 million net increase in cost of sales related to mark-to-market valuation of certain commodity positions and grain inventories as described in Note 7 to the Consolidated Financial Statements in Item 8 of this report, compared to a net increase of $119 million in fiscal 2009. In fiscal 2010, we recorded a charge of $48 million resulting from a change in the capitalization threshold for certain equipment parts, enabled by an upgrade to our parts management system. Gross margin grew 12 percent in fiscal 2010 versus fiscal 2009. Gross margin as a percent of net sales increased by 400 basis points from fiscal 2009 to fiscal 2010. These improvements were driven by favorable mix, HMM initiatives and lower input costs. Selling, general and administrative (SG&A) expenses were up $270 million in fiscal 2010 versus fiscal 2009. SG&A expenses as a percent of net sales in fiscal 2010 increased by 2 percentage points compared to fiscal 2009. The increase in SG&A expenses was primarily driven by a 24 percent increase in advertising and media expense. In fiscal 2010, the Venezuelan government devalued the bolivar fuerte exchange rate against the U.S. dollar. The effect of the devaluation was a $14 million foreign exchange loss. Also in fiscal 2010, we recorded a $13 million recovery against a corporate investment compared to write downs of $35 million related to various corporate investments in fiscal 2009. In fiscal 2009, we recorded a $41 million gain from a settlement with the insurance carrier covering the loss of our La Saltea pasta manufacturing facility in Argentina, which was destroyed by fire in fiscal 2008. There were no divestitures in fiscal 2010. In fiscal 2009, we recorded a net divestiture gain of $129 million related to the sale of our PopSecret product line from our U.S. Retail segment for $192 million in cash. Also in fiscal 2009, we recorded a $38 million loss on the sale of a portion of the assets of our frozen unbaked bread dough product line in our Bakeries and Foodservice segment, including the discontinuation of our frozen dinner roll product line in our U.S. Retail segment that shared a divested facility. In addition, we recorded a $6 million loss in fiscal 2009 on the sale of our bread concentrates product line in our Bakeries and Foodservice segment. Interest, net for fiscal 2010 totaled $402 million, $19 million higher than fiscal 2009. Average interest-bearing instruments decreased $1.0 billion in fiscal 2010, leading to a $58 million decrease in net interest, while average interest rates increased 60 basis points generating a $37 million increase in net interest. The average interest rate on our total outstanding debt was 6.3 percent in fiscal 2010 compared to 5.7 percent in fiscal 2009. In fiscal 2010, we also recorded a loss of $40 million related to the repurchase of certain notes, which represented the premium paid, the write-off of remaining discount and unamortized fees, and the settlement of related swaps. Restructuring, impairment, and other exit costs totaled $31 million in fiscal 2010 as follows: Expense (Income), in Millions Discontinuation of kids' refrigerated yogurt beverage and microwave soup product lines Discontinuation of the breadcrumbs product line at Federalsburg, Maryland plant Sale of Contagem, Brazil bread and pasta plant Charges associated with restructuring actions previously announced Total $ 24.1 6.2 (0.6) 1.7 31.4

In fiscal 2010, we decided to exit our kids' refrigerated yogurt beverage product line at our Murfreesboro, Tennessee plant and our microwave soup product line at our Vineland, New Jersey plant to rationalize capacity for more profitable items. Our decisions to exit these U.S. Retail segment products resulted in a $24 million non-cash charge against the related long-lived assets. No employees were affected by these actions. We recognized $2 million of other exit costs and completed these actions in fiscal 2011. We also decided to exit our breadcrumb product line at our Federalsburg, Maryland plant in our Bakeries and Foodservice segment. As a result of this decision, we concluded that the future cash flows generated by these products were insufficient to recover the net book value of the associated long-lived assets. Accordingly, we recorded a non-cash charge of $6 million primarily related to the impairment of these longlived assets and in the fourth quarter of fiscal 2010, we sold our manufacturing facility in Federalsburg for $3 million. In fiscal 2010, we also recorded a $1 million net gain on the sale of our previously closed Contagem, Brazil bread and pasta plant for cash proceeds of $6 million, and recorded $2 million of costs related to previously announced restructuring actions. In fiscal 2010, we paid $8 million in cash related to restructuring actions taken in fiscal 2010 and previous years. Our consolidated effective tax rate for fiscal 2010 was 35.0 percent compared to 37.1 percent in fiscal 2009. The 2.1 percentage point decrease primarily reflects an unfavorable court decision in fiscal 2009 on an uncertain tax matter, which increased fiscal 2009 income 20

tax expense by $53 million. In addition, fiscal 2009 included $15 million of tax expense related to nondeductible goodwill write-offs associated with divestitures. Fiscal 2010 income tax expense included a $35 million increase related to the enactment of federal health care reform. This legislation changed the tax treatment of subsidies to companies that provide prescription drug benefits that are at least the equivalent of benefits under Medicare Part D (see the "Impact of Inflation" section below for additional discussion of this legislation). The fiscal 2010 tax rate also included increased benefits from the domestic manufacturing deduction. After-tax earnings from joint ventures for fiscal 2010 increased to $102 million compared to $92 million in the same period in fiscal 2009. In fiscal 2010, net sales for CPW grew 6 percent, due to 4 percentage points of growth from net price realization and mix, 1 percentage point from favorable foreign exchange and a 1 percentage point increase in volume, including growth in Russia, Southeast Asia, the Middle East and Latin America. Net sales for HDJ decreased 4 percent, due primarily to an 11 percentage point decline in volume, partially offset by favorable foreign exchange. Average diluted shares outstanding decreased by 4 million in fiscal 2010 from fiscal 2009, due primarily to the timing of share repurchases including the repurchase of 21 million shares since the end of fiscal 2009, partially offset by the issuance of shares upon stock option exercises. RESULTS OF SEGMENT OPERATIONS Our businesses are organized into three operating segments: U.S. Retail; International; and Bakeries and Foodservice. The following tables provide the dollar amount and percentage of net sales and operating profit from each segment for fiscal years 2011, 2010, and 2009: 2011 In Millions Net Sales U.S. Retail International Bakeries and Foodservice Total Segment Operating Profit U.S. Retail International Bakeries and Foodservice Total Dollars $ $ 10,163.9 2,875.5 1,840.8 14,880.2 Percent of Total 69% $ 19 12 100% $ Fiscal Year 2010 Percent of Dollars Total 10,209.8 2,684.9 1,740.9 14,635.6 70% $ 18 12 100% $ 2009 Dollars 9,973.6 2,571.8 2,010.4 14,555.8 Percent of Total 68% 18 14 100%

$ $

2,347.9 291.4 306.3 2,945.6

80% $ 10 10 100% $

2,385.2 192.1 263.2 2,840.5

84% $ 7 9 100% $

2,206.6 239.2 178.4 2,624.2

84% 9 7 100%

Segment operating profit excludes unallocated corporate items, gain on divestitures, and restructuring, impairment, and other exit costs because these items affecting operating profit are centrally managed at the corporate level and are excluded from the measure of segment profitability reviewed by our executive management. U.S. RETAIL SEGMENT Our U.S. Retail segment reflects business with a wide variety of grocery stores, mass merchandisers, membership stores, natural food chains, and drug, dollar and discount chains operating throughout the United States. Our major product categories in this business segment are ready-to-eat cereals, refrigerated yogurt, ready-to-serve soup, dry dinners, shelf stable and frozen vegetables, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza and pizza snacks, grain, fruit and savory snacks, and a wide variety of organic products including soup, granola bars, and cereal. 21

Components of net sales growth are shown in the following table: Components of U.S. Retail Net Sales Growth Fiscal 2011 vs. 2010 Flat Flat Flat Fiscal 2010 vs. 2009 1 pt 1 pt 2 pts

Contributions from volume growth (a) Net price realization and mix Net sales growth (a) Measured in tons based on the stated weight of our product shipments.

In fiscal 2011, net sales for our U.S. Retail segment were $10.2 billion, flat compared to fiscal 2010. Volume on a tonnage basis and net price realization and mix were both flat compared to fiscal 2011. Net sales for this segment totaled $10.2 billion in fiscal 2010 and $10.0 billion in fiscal 2009. Net price realization and mix added 1 percentage point of growth and volume on a tonnage basis contributed 1 percentage point of growth including a loss of 2 percentage points from an additional week in fiscal 2009. Net sales for our U.S. retail divisions are shown in the tables below: U.S. Retail Net Sales by Division 2011 Big G Meals Pillsbury Yoplait Snacks Baking Products Small Planet Foods and other Total U.S. Retail Net Sales Percentage Change by Division Fiscal 2011 vs. 2010 (2)% (1) (2) 1 5 (4) 13 Flat Fiscal 2010 vs. 2009 5% Flat Flat 1 6 Flat 3 2% $ 2,293.6 2,131.8 1,823.9 1,499.0 1,378.3 808.6 228.7 10,163.9 $ Fiscal Year 2010 2,351.3 2,146.0 1,858.2 1,491.2 1,315.8 845.2 202.1 10,209.8 $ 2009 2,231.9 2,139.6 1,851.9 1,471.0 1,237.7 842.6 198.9 9,973.6

Big G Meals Pillsbury Yoplait Snacks Baking Products Small Planet Foods Total

In fiscal 2011, net sales for Big G cereals declined 2 percent from last year which included Chocolate Cheerios and Wheaties Fuel introductory volume. Meals division net sales decreased 1 percent as Helper dinner mixes and Green Giant canned vegetables declines were partially offset by growth in Old El Paso Mexican products, Progresso ready-to-serve soups and Wanchai Ferry and Macaroni Grill frozen entrees. Pillsbury net sales declined 2 percent due to sales declines in Totino's pizza. Net sales for Yoplait grew 1 percent including the acquisition of the Mountain High yoghurt business. Snacks net sales grew 5 percent, driven by Nature Valley and Fiber One grain snack bars. Net sales for Baking Products declined 4 percent. Small Planet Food's net sales were up 13 percent driven by double-digit growth for Lrabar fruit and nut energy bars. In fiscal 2010, net sales for Big G cereals grew 5 percent driven by Multigrain Cheerios, Cinnamon Toast Crunch, and Fiber One cereals and introductory sales of Chocolate Cheerios and Wheaties Fuel. Meals division net sales were flat, as gains from Green Giant 22

frozen vegetables and Old El Paso Mexican products were offset by lower sales of Progresso ready-to-serve soups. Pillsbury net sales were flat, including gains on Totino's pizza and Pizza Rolls snacks and Pillsbury Toaster Strudel pastries offset by lower sales for Pillsbury refrigerated baked goods. Net sales for Yoplait grew 1 percent, led by introductory sales from Yoplait Delights and Yoplait Greek style yogurt. Snacks net sales grew 6 percent, driven by Fiber One bars, Nature Valley grain snacks and several fruit snack varieties. Net sales for Baking Products were flat. Small Planet Food's net sales were up 3 percent, reflecting performance of Cascadian Farm cereal and granola bars and Lrabar fruit and nut energy bars. Segment operating profit of $2.3 billion in fiscal 2011 declined $37 million, or 2 percent, from fiscal 2010. The decrease was primarily driven by unfavorable supply chain costs of $81 million, partially offset by a 9 percent reduction in advertising and media expense. Segment operating profit of $2.4 billion in fiscal 2010 improved $179 million, or 8 percent, over fiscal 2009. The increase was primarily driven by favorable supply chain costs of $238 million, net price realization and mix of $106 million, and volume growth of $54 million, partially offset by a 22 percent increase in advertising and media expense and higher administrative costs. INTERNATIONAL SEGMENT In Canada, our major product categories are ready-to-eat cereals, shelf stable and frozen vegetables, dry dinners, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza snacks, and grain and fruit snacks. In markets outside North America, our product categories include super-premium ice cream and frozen desserts, refrigerated yogurt, grain snacks, shelf stable and frozen vegetables, refrigerated and frozen dough products, and dry dinners. Our International segment also includes products manufactured in the United States for export, mainly to Caribbean and Latin American markets, as well as products we manufacture for sale to our international joint ventures. Revenues from export activities are reported in the region or country where the end customer is located. Components of net sales growth are shown in the following table: Components of International Net Sales Growth Fiscal 2011 vs. 2010 6 pts 1 pt Flat 7 pts Fiscal 2010 vs. 2009 Flat 3 pts 1 pt 4 pts

Contributions from volume growth (a) Net price realization and mix Foreign currency exchange Net sales growth (a) Measured in tons based on the stated weight of our product shipments.

In fiscal 2011, net sales for our International segment were $2,876 million, up 7 percent from fiscal 2010. This growth was driven by 6 percentage points of contributions from volume and 1 percentage point from net price realization and mix. Foreign currency exchange was flat compared to fiscal 2010. Net sales totaled $2,685 million in fiscal 2010, up 4 percent from $2,572 million in fiscal 2009. The growth in fiscal 2010 was driven by 3 percentage points from net price realization and mix and 1 percentage point of favorable foreign currency exchange. Pound volume was flat, reflecting a 2 percentage point reduction from divested product lines. Net sales for our International segment by geographic region are shown in the following tables: International Net Sales by Geographic Region 2011 Europe Canada Asia/Pacific Latin America Total $ 905.5 769.9 822.9 377.2 2,875.5 23 $ Fiscal Year 2010 859.6 709.9 720.0 395.4 2,684.9 $ 2009 849.1 645.9 634.5 442.3 2,571.8

International Change in Net Sales by Geographic Region Fiscal 2011 vs. 2010 5% 8 14 (5) 7% Fiscal 2010 vs. 2009 1% 10 13 (11) 4%

Europe Canada Asia/Pacific Latin America Total

In fiscal 2011, net sales in Europe grew 5 percent driven by growth in Hagen Dazs and Nature Valley in the United Kingdom, and Old El Paso in France and Switzerland, partially offset by unfavorable foreign exchange. Net sales in Canada increased 8 percent due to favorable foreign exchange and growth in ready to eat cereals. In the Asia/Pacific region, net sales grew 14 percent driven by growth of Hagen-Dazs and Wanchai Ferry brands in China, and atta flour in India. Latin America net sales decreased 5 percent driven by unfavorable foreign exchange primarily related to the 2010 devaluation of the Venezuelan currency, partially offset by Diablitos growth in Venezuela and La Saltea growth in Argentina. In fiscal 2010, net sales in Europe increased by 1 percent, driven by growth in Nature Valley and Old El Paso partially offset by unfavorable foreign currency exchange. Net sales in Canada increased 10 percent due to favorable foreign currency exchange and growth from cereal and Old El Paso. In the Asia/Pacific region, net sales grew 13 percent due to growth from Hagen-Dazs shops and Wanchai Ferry products in China. Latin America net sales decreased 11 percent due to unfavorable foreign currency exchange, partially offset by net price realization. Segment operating profit for fiscal 2011 grew 52 percent to $291 million from $192 million in fiscal 2010, primarily driven by volume growth and favorable foreign currency exchange. In fiscal 2010, we incurred a $14 million foreign exchange loss on the revaluation of non-bolivar fuerte monetary balances in Venezuela. Segment operating profit for fiscal 2010 declined 20 percent to $192 million, from $239 million in fiscal 2009, reflecting unfavorable foreign currency effects and a 31 percent increase in advertising and media expense, partially offset by favorable net price realization. In January 2010, the Venezuelan government devalued the bolivar fuerte by resetting the official exchange rate. The effect of the devaluation was a $14 million foreign exchange loss in fiscal 2010, primarily on the revaluation of non- bolivar fuerte monetary balances in Venezuela. We continue to use the official exchange rate to remeasure the financial statements of our Venezuelan operations, as we intend to remit dividends solely through the governmentoperated Foreign Exchange Administration Board (CADIVI). The devaluation of the bolivar fuerte also reduced the U.S. dollar equivalent of our Venezuelan results of operations and financial condition, but this did not have a material impact on our results. During fiscal 2010, Venezuela became a highly inflationary economy, which did not have a material impact on our results in fiscal 2011 or 2010. BAKERIES AND FOODSERVICE SEGMENT In our Bakeries and Foodservice segment our major product categories are cereals, snacks, yogurt, unbaked and fully baked frozen dough products, baking mixes, and 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. Components of net sales growth are shown in the following table: Components of Bakeries and Foodservice Net Sales Growth Fiscal 2011 vs. 2010 Flat 6 pts Flat 6 pts Fiscal 2010 vs. 2009 -8 pts -5 pts Flat -13 pt

Contributions from volume growth (a) Net price realization and mix Foreign currency exchange Net sales growth (a) Measured in tons based on the stated weight of our product shipments. 24

For fiscal 2011, net sales for our Bakeries and Foodservice segment increased 6 percent to $1,841 million. The increase in fiscal 2011 was driven by an increase in net price realization and mix of 6 percentage points, primarily from prices indexed to commodity markets. Contributions from volume were flat, including a 2 percentage point decline from a divested product line. For fiscal 2010, net sales for our Bakeries and Foodservice segment decreased 13 percent to $1,741 million. The decrease in fiscal 2010 was driven by 8 percentage points from volume declines, including 8 percentage points from divested product lines and a loss of 2 percentage points from an additional week in fiscal 2009. Net price realization and mix decreased 5 percentage points, primarily from prices indexed to commodity markets. Net sales for our Bakeries and Foodservice segment by customer channel is shown in the following tables: Bakeries and Foodservice Net Sales by Customer Channel 2011 Foodservice Distributors Convenience Stores Bakeries and National Restaurant Accounts Total Bakeries and Foodservice Net Sales Percentage Change by Customer Channel Fiscal 2011 vs. 2010 3% 11 6 6% Fiscal 2010 vs. 2009 (3)% 7 (21) (13)% $ $ 557.3 225.6 1,057.9 1,840.8 $ $ Fiscal Year 2010 543.3 202.8 994.8 1,740.9 2009 $ $ 558.1 190.4 1,261.9 2,010.4

Foodservice Distributors Convenience Stores Bakeries and National Restaurant Accounts Total

In fiscal 2011, segment operating profit was $306 million, up from $263 million in fiscal 2010. The increase was primarily driven by net price realization and mix and increased grain merchandising earnings, partially offset by higher input costs. Segment operating profit was $263 million in fiscal 2010, up from $178 million in fiscal 2009. The increase was due to lower input costs, plant operating performance, and increased grain merchandising earnings. UNALLOCATED CORPORATE ITEMS Unallocated corporate items include corporate overhead expenses, variances to planned domestic employee benefits and incentives, annual contributions to the General Mills Foundation, and other items that are not part of our measurement of segment operating performance. This includes gains and losses from mark-to-market valuation of certain commodity positions until passed back to our operating segments in accordance with our policy as discussed in Note 2 of the Consolidated Financial Statements in Item 8 of this report. For fiscal 2011, unallocated corporate expense totaled $184 million compared to $203 million last year. In fiscal 2011 we recorded a $95 million net decrease in expense related to mark-to-market valuation of certain commodity positions and grain inventories, compared to a $7 million net increase in expense last year. This was partially offset by a $69 million increase in corporate pension expense in fiscal 2011. In fiscal 2010, we recorded a $13 million recovery against a corporate investment. Unallocated corporate expense totaled $203 million in fiscal 2010 compared to $342 million in fiscal 2009. In fiscal 2010, we recorded a $7 million net increase in expense related to mark-to-market valuation of certain commodity positions and grain inventories, compared to a $119 million net increase in expense in fiscal 2009. Also in fiscal 2010, we recorded a $13 million recovery against a corporate investment compared to $35 million of write-downs against various investments in fiscal 2009. In fiscal 2009, we recognized a $41 million gain from an insurance settlement. JOINT VENTURES In addition to our consolidated operations, we participate in two joint ventures. We have a 50 percent equity interest in CPW, which manufactures and markets ready-to-eat cereal products in more than 130 countries and republics outside the United States and Canada. 25

CPW also markets cereal bars in several European countries and manufactures private label cereals for customers in the United Kingdom. We also have a 50 percent equity interest in HDJ, which manufactures, distributes, and markets Hagen-Dazs ice cream products and frozen novelties. Our share of after-tax joint venture earnings decreased from $102 million in fiscal 2010 to $96 million in fiscal 2011 primarily due to higher advertising and media spending and increased service cost allocations, all in CPW. Our share of after-tax joint venture earnings increased from $92 million in fiscal 2009 to $102 million in fiscal 2010. The increase is mainly due to lower fiscal 2009 earnings which were reduced by a $6 million deferred income tax valuation allowance. The change in net sales for each joint venture is set forth in the following table: Joint Venture Change in Net Sales Fiscal 2011 vs. 2010 3% 4 4% Fiscal 2010 vs. 2009 6% (4) 4%

CPW HDJ Joint Ventures

For fiscal 2011, CPW net sales grew by 3 percent due to a 2 percentage point increase in volume and 1 percentage point from favorable foreign exchange. Net price realization and mix was flat compared to fiscal 2010. Net sales for HDJ increased 4 percent from fiscal 2010 primarily due to 9 percentage points of favorable foreign exchange, partially offset by a 5 percentage point decline in net price realization and mix. Volume was flat compared to fiscal 2010. For fiscal 2010, CPW net sales grew by 6 percent due to 4 percentage points of growth from net price realization and mix, 1 percentage point from favorable foreign exchange and a 1 percentage point increase in volume, including growth in Russia, Southeast Asia, the Middle East and Latin America. Net sales for HDJ decreased 4 percent from fiscal 2009 due to an 11 percentage point decline in volume, partially offset by favorable foreign exchange. Selected cash flows from our joint ventures are set forth in the following table: Selected Cash Flows from Joint Ventures Inflow (Outflow), in Millions Advances to joint ventures, net Dividends received IMPACT OF INFLATION We have experienced significant input cost volatility since fiscal 2006. Our gross margin performance in fiscal 2011 reflects the impact of input cost inflation, primarily on commodities inputs. We expect the cost of commodities and energy to increase at a higher rate in fiscal 2012. We attempt to minimize the effects of inflation through planning and operating practices. Our risk management practices are discussed in Item 7A of this report. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the Act) was signed into law in March 2010. The Act codifies health care reforms with staggered effective dates from 2010 to 2018. Many provisions in the Act require the issuance of additional guidance from various government agencies. Because the Act does not take effect fully until future years, the Act did not have a material impact on our fiscal 2011 or 2010 results of operations. Given the complexity of the Act, the extended time period over which the reforms will be implemented, and the unknown impact of future regulatory guidance, the full impact of the Act on future periods will not be known until those regulations are adopted. LIQUIDITY The primary source of our liquidity is cash flow from operations. Over the most recent three-year period, our operations have generated $5.5 billion in cash. A substantial portion of this operating cash flow has been returned to stockholders through share 26 2011 $ (1.8) 72.7 Fiscal Year 2010 $ (128.1) 88.0 2009 $ 8.2 68.5

repurchases and dividends. We also use this source of liquidity to fund our capital expenditures. We typically use a combination of cash, notes payable, and long-term debt to finance acquisitions and major capital expansions. Cash Flows from Operations In Millions Net earnings, including earnings attributable to noncontrolling interests Depreciation and amortization After-tax earnings from joint ventures Stock-based compensation Deferred income taxes Tax benefit on exercised options Distributions of earnings from joint ventures Pension and other postretirement benefit plan contributions Pension and other postretirement benefit plan (income) expense Divestitures (gain), net Gain on insurance settlement Restructuring, impairment, and other exit costs (income) Changes in current assets and liabilities Other, net Net cash provided by operating activities Fiscal Year 2010 2011 1,535.0 $ 1,803.5 $ 457.1 472.6 (101.7) (96.4) 107.3 105.3 22.3 205.3 (114.0) (106.2) 88.0 72.7 (17.2) (220.8) (37.9) 73.6 (17.4) 23.4 (1.3) 143.4 (720.9) 75.5 (43.2) 2,181.2 $ 1,526.8 $ 2009 1,313.7 453.6 (91.9) 117.7 215.8 (89.1) 68.5 (220.3) (27.5) (84.9) (41.3) 31.3 176.9 5.7 1,828.2

In fiscal 2011, our operations generated $1.5 billion of cash compared to $2.2 billion in fiscal 2010. The $654 million decrease primarily reflects an $864 million increased use of cash for net current assets and liabilities and a $200 million voluntary contribution to our principal domestic pension plans, partially offset by the $268 million increase in net earnings and a $183 million change in deferred income taxes primarily related to our pension plan contribution and a change in tax legislation related to depreciation deductions. The increased use of cash for net current assets and liabilities reflects lower other current liabilities, primarily reflecting changes in the timing of marketing activities and related accruals and a payment of $385 million in fiscal 2011 related to our IRS settlement as described in Note 14 to the Consolidated Financial Statements in Item 8 of this report. In addition, inventories used $223 million more cash in fiscal 2011 reflecting increased input costs. We strive to grow core working capital at or below our growth in net sales. For fiscal 2011, core working capital increased 16 percent, compared to net sales growth of 2 percent, reflecting cost inflation and higher inventories. In fiscal 2010, core working capital increased 3 percent, compared to net sales growth of 1 percent, and in fiscal 2009, core working capital declined 1 percent, compared to net sales growth of 7 percent. In fiscal 2010, our operations generated $2.2 billion of cash compared to $1.8 billion in fiscal 2009, primarily reflecting the $221 million increase in net earnings, including earnings attributable to noncontrolling interests. Cash Flows from Investing Activities In Millions Purchases of land, buildings, and equipment Acquisitions Investments in affiliates, net Proceeds from disposal of land, buildings, and equipment Proceeds from divestitures of product lines Proceeds from insurance settlement Other, net Net cash used by investing activities 2011 (648.8) (123.3) (1.8) 4.1 34.4 20.3 (715.1) Fiscal Year 2010 $ (649.9) (130.7) 7.4 52.0 $ (721.2) 2009 (562.6) 5.9 4.1 244.7 41.3 (22.3) (288.9)

In fiscal 2011, cash used by investing activities decreased by $6 million from fiscal 2010. The decreased use of cash reflects $25 million of proceeds from the divestiture of a foodservice frozen baked goods product line in our International segment and $9 million of proceeds from the sale of a pie shell product line in our Bakeries and Foodservice segment in fiscal 2011. In addition, in fiscal 27

2011, we paid $85 million for the acquisition of the Mountain High yoghurt business for our U.S. Retail segment and $38 million for the acquisition of the Pasta Master meals business in Australia for our International segment. We also invested $131 million in affiliates in fiscal 2010, mainly our CPW joint venture, to repay local borrowings. In fiscal 2010, cash used by investing activities increased by $432 million from fiscal 2009 primarily due to $245 million of proceeds from the sale of certain product lines in fiscal 2009 and $41 million of insurance proceeds received in fiscal 2009 from the settlement with the insurance carrier covering the loss at our La Saltea pasta manufacturing facility in Argentina. We also invested $131 million in affiliates in fiscal 2010. We expect capital expenditures to increase to approximately $670 million in fiscal 2012, excluding any expenditures required to support Yoplait S.A.S. These expenditures support initiatives that are expected to: increase manufacturing capacity for grain snacks; continue HMM initiatives throughout the supply chain; expand International production capacity for Bugles, Nature Valley bars and Hagen-Dazs products; and integrate fiscal 2011 acquisitions. Cash Flows from Financing Activities In Millions Change in notes payable Issuance of long-term debt Payment of long-term debt Proceeds from common stock issued on exercised options Tax benefit on exercised options Purchases of common stock for treasury Dividends paid Other, net Net cash used by financing activities Net cash used by financing activities decreased by $567 million in fiscal 2011. In May 2011, we issued $300 million aggregate principal amount of 1.55 percent fixed-rate notes and $400 million aggregate principal amount of floating-rate notes, both due May 16, 2014. The proceeds of these notes were used to repay a portion of our outstanding commercial paper. The floating-rate notes bear interest equal to three-month LIBOR plus 35 basis points, subject to quarterly reset. Interest on the floating-rate notes is payable quarterly in arrears. Interest on the fixed-rate notes is payable semi-annually in arrears. The fixed-rate notes may be redeemed at our option at any time for a specified make whole amount. These notes are senior unsecured, unsubordinated obligations that include a change of control repurchase provision. In June 2010, we issued $500 million aggregate principal amount of 5.4 percent notes due 2040. The proceeds of these notes were used to repay a portion of our outstanding commercial paper. Interest on these notes is payable semi-annually in arrears. These notes may be redeemed at our option at any time for a specified make whole amount. These notes are senior unsecured, unsubordinated obligations that include a change of control repurchase provision. In May 2010, we paid $437 million to repurchase in a cash tender offer $400 million of our previously issued debt. We repurchased $221 million of our 6.0 percent notes due 2012 and $179 million of our 5.65 percent notes due 2012. We issued commercial paper to fund the repurchase. In January 2009, we issued $1.2 billion aggregate principal amount of 5.65 percent notes due 2019. In August 2008, we issued $700 million aggregate principal amount of 5.25 percent notes due 2013. The proceeds of these notes were used to repay a portion of our outstanding commercial paper. Interest on these notes is payable semi-annually in arrears. These notes may be redeemed at our option at any time for a specified make-whole amount. These notes are senior unsecured, unsubordinated obligations that include a change of control repurchase provision. During fiscal 2011, we repurchased 32 million shares of our common stock for an aggregate purchase price of $1,164 million. During fiscal 2010, we repurchased 21 million shares of our common stock for an aggregate purchase price of $692 million. During fiscal 2009, we repurchased 40 million shares of our common stock for an aggregate purchase price of $1,296 million. On June 28, 2010, our Board of Directors authorized the repurchase of up to 100 million shares of our common stock. Purchases under the authorization can be made in the open market or in privately negotiated transactions, including the use of call options and other derivative instruments, Rule 10b5-1 trading plans, and accelerated repurchase programs. The authorization has no specified termination date. 28 2011 (742.6) 1,200.0 (7.4) 410.4 106.2 (1,163.5) (729.4) (10.3) (936.6) Fiscal Year 2010 $ 235.8 (906.9) 388.8 114.0 (691.8) (643.7) $ (1,503.8) 2009 (1,390.5) 1,850.0 (370.3) 305.2 89.1 (1,296.4) (579.5) (12.1) (1,404.5)

Dividends paid in fiscal 2011 totaled $729 million, or $1.12 per share, a 17 percent per share increase from fiscal 2010. Dividends paid in fiscal 2010 totaled $644 million, or $0.96 per share, a 12 percent per share increase from fiscal 2009 dividends of $0.86 per share. On June 28, 2011, our Board of Directors approved a dividend increase to an annual rate of $1.22 per share, a 9 percent increase from the rate paid in fiscal 2011. CAPITAL RESOURCES Total capital consisted of the following: In Millions Notes payable Current portion of long-term debt Long-term debt Total debt Noncontrolling interests Stockholders' equity Total capital May 29, 2011 $ 311.3 1,031.3 5,542.5 6,885.1 246.7 6,365.5 13,497.3 $ May 30, 2010 1,050.1 107.3 5,268.5 6,425.9 245.1 5,402.9 12,073.9

The increase in total capital from fiscal 2010 to fiscal 2011 was primarily due to net earnings attributable to General Mills of $1.8 billion and an increase in current and long-term debt, partially offset by a decrease in notes payable. The following table details the fee-paid committed and uncommitted credit lines we had available as of May 29, 2011: In Billions Credit facility expiring: October 2012 October 2013 Total committed credit facilities Uncommitted credit facilities Total committed and uncommitted credit facilities Amount $ 1.8 1.1 2.9 0.3 3.2

To ensure availability of funds, we maintain bank credit lines sufficient to cover our outstanding short-term borrowings. Commercial paper is a continuing source of short-term financing. We issue commercial paper in the United States and Europe. Our commercial paper borrowings are supported by $2.9 billion of fee-paid committed credit lines, consisting of a $1.8 billion facility expiring in October 2012 and a $1.1 billion facility expiring in October 2013. We also have $312 million in uncommitted credit lines that support our foreign operations. As of May 29, 2011, there were no amounts outstanding on the fee-paid committed credit lines and $119 million was drawn on the uncommitted lines. The credit facilities contain several covenants, including a requirement to maintain a fixed charge coverage ratio of at least 2.5. Certain of our long-term debt agreements, our credit facilities, and our noncontrolling interests contain restrictive covenants. As of May 29, 2011, we were in compliance with all of these covenants. On July 1, 2011, we acquired a 51 percent controlling interest in Yoplait S.A.S. and a 50 percent interest in Yoplait Marques S.A.S. for an aggregate purchase price of $1.2 billion. Yoplait S.A.S. operates yogurt businesses in several countries, including France and the United Kingdom, and oversees franchise relationships around the world. Yoplait Marques S.A.S. holds the worldwide rights to Yoplait and related trademarks. We financed this transaction using cash available in our foreign subsidiaries and commercial paper. We have $1,031 million of long-term debt maturing in the next 12 months that is classified as current, primarily $1,020 million of 6.0 percent notes which mature on February 15, 2012. We believe that cash flows from operations, together with available short- and long-term debt financing, will be adequate to meet our liquidity and capital needs for at least the next 12 months. As of May 29, 2011, our total debt, including the impact of derivative instruments designated as hedges, was 77 percent in fixed-rate and 23 percent in floating-rate instruments, compared to 75 percent in fixed-rate and 25 percent in floating-rate instruments on May 30, 2010. The change in the fixed-rate and floating-rate percentages was driven by the issuance of $500 million aggregate principal amount of fixed rate debt and a decrease in notes payable in fiscal 2011. 29

We have an effective shelf registration statement on file with the SEC covering the sale of debt securities. The shelf registration statement will expire in December 2011. Growth in return on average total capital is one of our key performance measures (see the "Non-GAAP Measures" section below for our discussion of this measure, which is not defined by GAAP). Return on average total capital decreased from 13.8 percent in fiscal 2010 to 13.7 percent in fiscal 2011 primarily reflecting higher working capital. We also believe that the ratio of fixed charge coverage and the ratio of operating cash flow to debt are important measures of our financial strength. Our fixed charge coverage ratio in fiscal 2011 was 7.03 compared to 6.42 in fiscal 2010. The measure increased from fiscal 2010 as earnings before income taxes and after-tax earnings from joint ventures increased by $224 million and fixed charges decreased by $9 million, driven mainly by lower interest expense. Our operating cash flow to debt ratio decreased 11.7 percentage points to 22.2 percent in fiscal 2011, driven by a decrease in cash flows from operations and an increase in our year-end debt balance. In April 2002, we contributed assets to our subsidiary GMC. In exchange for the contribution of these assets, GMC issued its managing membership interest and its limited preferred membership interests to certain of our wholly owned subsidiaries. We continue to hold the entire managing membership interest, and therefore direct the operations of GMC. The third-party holder of the Class A Interests in GMC receives quarterly preferred distributions from available net income based on the application of a floating preferred return rate, currently equal to the sum of three-month LIBOR plus 65 basis points. The preferred return rate of the Class A Interests is adjusted every five years through a negotiated agreement between the Class A Interest holder and GMC, or through a remarketing auction. The next remarketing is scheduled to occur in June 2012 and thereafter in five-year intervals. The holder of the Class A Interests may initiate a liquidation of GMC under certain circumstances, including, without limitation, the bankruptcy of GMC or its subsidiaries, GMC's failure to deliver the preferred distributions on the Class A Interests, GMC's failure to comply with portfolio requirements, breaches of certain covenants, lowering of our senior debt rating below either Baa3 by Moody's or BBB- by Standard & Poor's, and a failed attempt to remarket the Class A Interests as a result of GMC's failure to assist in such remarketing. In the event of a liquidation of GMC, each member of GMC will receive the amount of its then current capital account balance. The managing member may avoid liquidation by exercising its option to purchase the Class A Interests. We may exercise our 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 unrelated third-party investor's capital account from its original value will be charged directly to retained earnings and will increase or decrease the net earnings used to calculate EPS in that period. OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS As of May 29, 2011, we have issued guarantees and comfort letters of $591 million for the debt and other obligations of consolidated subsidiaries, and guarantees and comfort letters of $341 million for the debt and other obligations of non-consolidated affiliates, mainly CPW. In addition, off-balance sheet arrangements are generally limited to the future payments under non-cancelable operating leases, which totaled $261 million as of May 29, 2011. As of May 29, 2011, we had invested in six variable interest entities (VIEs). We determined whether or not we were the primary beneficiary (PB) of each VIE using a qualitative assessment that considered the VIE's purpose and design, the involvement of each of the interest holders, and the risks and benefits of the VIE. We have an interest in a contract manufacturer at our former facility in Geneva, Illinois. We are the PB and have consolidated this entity. This entity had property and equipment with a carrying value of $14 million and long-term debt of $15 million as of May 29, 2011. The liabilities recognized as a result of consolidating this entity do not represent additional claims on our general assets. The remaining five VIEs, two of which we are not the PB, are not material to our results of operations, financial condition, or liquidity as of and for the year ended May 29, 2011. We have provided minimal financial or other support to VIEs during the current period and there are no arrangements related to VIEs that would require us to provide significant financial support in the future. Our defined benefit plans in the United States are subject to the requirements of the Pension Protection Act (PPA). The PPA revised the basis and methodology for determining defined benefit plan minimum funding requirements as well as maximum contributions to and benefits paid from tax-qualified plans. Most of these provisions were applicable to our domestic defined benefit pension plans in fiscal 2011 on a phased-in basis. The PPA may ultimately require us to make additional contributions to our domestic plans. We did not make a contribution to our principal defined benefit pension plans in fiscal 2010. We made $200 million of voluntary contributions to our principal domestic plans in fiscal 2011. We do not expect to be required to make any contributions in fiscal 2012. Actual fiscal 2012 contributions could exceed our current projections, and may be influenced by our decision to undertake discretionary funding of our benefit trusts or by changes in regulatory requirements. Additionally, our projections concerning timing of the PPA funding requirements are subject to change and may be influenced by factors such as general market conditions affecting trust asset performance, interest rates, and our future decisions regarding certain elective provisions of the PPA. 30

The following table summarizes our future estimated cash payments under existing contractual obligations, including payments due by period: Payments Due by Fiscal Year 2017 and Total 2012 2013 - 14 2015 - 16 Thereafter In Millions Long-term debt (a) $ 6,565.1 $ 1,030.1 $ 2,134.8 $ 750.1 $ 2,650.1 Accrued interest 114.0 114.0 Operating leases (b) 261.4 74.4 88.9 48.7 49.4 Capital leases 5.9 2.2 2.7 0.8 0.2 Purchase obligations (c) 2,791.4 2,457.6 193.9 74.8 65.1 Total contractual obligations 9,737.8 3,678.3 2,420.3 874.4 2,764.8 Other long-term obligations (d) 1,731.1 Total long-term obligations $ 11,468.9 $ 3,678.3 $ 2,420.3 $ 874.4 $ 2,764.8 (a) Amounts represent the expected cash payments of our long-term debt and do not include $3 million for domestic capital leases or $6 million for net unamortized bond premiums and discounts and fair value adjustments. (b) Operating leases represents the minimum rental commitments under non-cancelable operating leases. (c) The majority of the purchase obligations represent commitments for raw material and packaging to be utilized in the normal course of business and for consumer marketing spending commitments that support our brands. For purposes of this table, arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure, and approximate timing of the transaction. Most arrangements are cancelable without a significant penalty and with short notice (usually 30 days). Any amounts reflected on the Consolidated Balance Sheets as accounts payable and accrued liabilities are excluded from the table above. (d) The fair value of our interest rate, foreign exchange and grain derivative contracts with a payable position to the counterparty was $86 million as of May 29, 2011, based on fair market values as of that date. Future changes in market values will impact the amount of cash ultimately paid or received to settle those instruments in the future. Other long-term obligations mainly consist of liabilities for accrued compensation and benefits, including the underfunded status of certain of our defined benefit pension, other postretirement, and postemployment plans, and miscellaneous liabilities. We expect to pay $18 million of benefits from our unfunded postemployment benefit plans and $10 million of deferred compensation in fiscal 2012. We are unable to reliably estimate the amount of these payments beyond fiscal 2012. As of May 29, 2011, our total liability for uncertain tax positions and the associated accrued interest and penalties was $280 million. SIGNIFICANT ACCOUNTING ESTIMATES For a complete description of our significant accounting policies, see Note 2 to the Consolidated Financial Statements in Item 8 of this report. Our significant accounting estimates are those that have a meaningful impact on the reporting of our financial condition and results of operations. These estimates include our accounting for promotional expenditures, valuation of long-lived assets, intangible assets, stock-based compensation, income taxes, and defined benefit pension, other postretirement and postemployment benefits. Promotional Expenditures Our promotional activities are conducted through our customers and directly or indirectly with end consumers. These activities include: payments to customers to perform merchandising activities on our behalf, such as advertising or in-store displays; discounts to our list prices to lower retail shelf prices; payments to gain distribution of new products; coupons, contests, and other incentives; and media and advertising expenditures. The media and advertising expenditures are generally recognized as expense when the advertisement airs. The cost of payments to customers and other consumer-related activities are recognized as the related revenue is recorded, which generally precedes the actual cash expenditure. The recognition of these costs requires estimation of customer participation and performance levels. These estimates are made based on the forecasted customer sales, the timing and forecasted costs of promotional activities, and other factors. Differences between estimated expenses and actual costs are normally insignificant and are recognized as a change in management estimate in a subsequent period. Our accrued trade, coupon, and consumer marketing liabilities were $463 million as of May 29, 2011, and $555 million as of May 30, 2010. Because our total promotional expenditures (including amounts classified as a reduction of revenues) are significant, if our estimates are inaccurate we would have to make adjustments in subsequent periods that could have a material effect on our results of operations. Valuation of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows from the operation and disposition of the asset group are less than the carrying amount of the asset group. Asset groups have identifiable cash flows independent of other asset groups. Measurement of an impairment loss would be based on the excess of the 31

carrying amount of the asset group over its fair value. Fair value is measured using discounted cash flows or independent appraisals, as appropriate. Intangible Assets Goodwill is not subject to amortization and is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. Impairment testing is performed for each of our reporting units. We compare the carrying value of a reporting unit, including goodwill, to the fair value of the unit. Carrying value is based on the assets and liabilities associated with the operations of that reporting unit, which often requires allocation of shared or corporate items among reporting units. If the carrying amount of a reporting unit exceeds its fair value, we revalue all assets and liabilities of the reporting unit, excluding goodwill, to determine if the fair value of the net assets is greater than the net assets including goodwill. If the fair value of the net assets is less than the carrying amount of net assets including goodwill, impairment has occurred. Our estimates of fair value are determined based on a discounted cash flow model. Growth rates for sales and profits are determined using inputs from our annual long-range planning process. We also make estimates of discount rates, perpetuity growth assumptions, market comparables, and other factors. We performed our fiscal 2011 assessment as of November 29, 2010 and determined there was no impairment of goodwill for any of our reporting units as their related fair values were substantially in excess of their carrying values. We evaluate the useful lives of our other intangible assets, mainly brands, to determine if they are finite or indefinite-lived. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, known technological advances, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required maintenance expenditures, and the expected lives of other related groups of assets. Our indefinite-lived intangible assets, mainly intangible assets primarily associated with the Pillsbury, Totino's, Progresso, Green Giant, Old El Paso, and Hagen-Dazs brands, are also tested for impairment annually and whenever events or changes in circumstances indicate that their carrying value may not be recoverable. We performed our fiscal 2011 assessment of our brand intangibles as of November 29, 2010. Our estimate of the fair value of the brands was based on a discounted cash flow model using inputs which included: projected revenues from our annual long-range plan; assumed royalty rates that could be payable if we did not own the brands; and a discount rate. As of our assessment date, there was no impairment of any of our indefinite-lived intangible assets as their related fair values were substantially in excess of the carrying values. As of May 29, 2011, we had $10.5 billion of goodwill and indefinite-lived intangible assets. While we currently believe that the fair value of each intangible exceeds its carrying value and that those intangibles so classified will contribute indefinitely to our cash flows, materially different assumptions regarding future performance of our businesses or a different weighted-average cost of capital could result in significant impairment losses and amortization expense. In addition, we assess our investments in our joint ventures if we have reason to believe an impairment may have occurred including, but not limited to, ongoing operating losses, projected decreases in earnings, increases in the weighted average cost of capital or significant business disruptions. The significant assumptions used to estimate fair value include revenue growth and profitability, royalty rates, capital spending, depreciation and taxes, foreign currency exchange rates and a discount rate. By their nature, these projections and assumptions are uncertain. If we were to determine the current fair value of our investment was less than the carrying value of the investment, then we would assess if the shortfall was of a temporary or permanent nature and write down the investment to its fair value if we concluded the impairment is other than temporary. After the earthquakes and tsunami in Japan in March 2011, we assessed the fair value of our investment in HDJ and determined that it exceeded the carrying value by approximately 5 percent. As of May 29, 2011, the carrying value of HDJ consisted of our investment of $61 million and goodwill of $524 million. Sustained declines in business results or an increase in the weighted average cost of capital may adversely affect the fair value of our investment in HDJ, and could result in a future impairment to our investment. Stock-based Compensation The valuation of stock options is a significant accounting estimate that requires us to use judgments and assumptions that are likely to have a material impact on our financial statements. Annually, we make predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. 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. If all other assumptions are held constant, a one percentage point increase in our fiscal 2011 volatility assumption would increase the grant-date fair value of our fiscal 2011 option awards by 5 percent. 32

Our expected term represents the period of time that options granted are expected to be outstanding based on historical data to estimate option exercises and employee terminations within the valuation model. Separate groups of employees have similar historical exercise behavior and therefore were aggregated into a single pool for valuation purposes. The weighted-average expected term for all employee groups is presented in the table below. An increase in the expected term by 1 year, leaving all other assumptions constant, would change the grant date fair value by 16 percent. The risk-free interest rate for periods during the expected term of the options is based on the U.S. Treasury zero-coupon yield curve in effect at the time of grant. The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were as follows: 2011 4.12 2.9% 8.5 years 18.5% 3.0% Fiscal Year 2010 $ 3.20 3.7% 8.5 years 18.9% 3.4% 2009 4.70 4.4% 8.5 years 16.1% 2.7%

Estimated fair values of stock options granted Assumptions: Risk-free interest rate Expected term Expected volatility Dividend yield

To the extent that actual outcomes differ from our assumptions, we are not required to true up grant-date fair value-based expense to final intrinsic values. However, these differences can impact the classification of cash tax benefits realized upon exercise of stock options, as explained in the following two paragraphs. Furthermore, historical data has a significant bearing on our forward-looking assumptions. Significant variances between actual and predicted experience could lead to prospective revisions in our assumptions, which could then significantly impact the year-over-year comparability of stock-based compensation expense. Any corporate income tax benefit realized upon exercise or vesting of an award in excess of that previously recognized in earnings (referred to as a windfall tax benefit) is presented in the Consolidated Statements of Cash Flows as a financing cash flow. The actual impact on future years' financing cash flow will depend, in part, on the volume of employee stock option exercises during a particular year and the relationship between the exercise-date market value of the underlying stock and the original grant-date fair value previously determined for financial reporting purposes. Realized windfall tax benefits are credited to additional paid-in capital within the Consolidated Balance Sheets. Realized shortfall tax benefits (amounts which are less than that previously recognized in earnings) are first offset against the cumulative balance of windfall tax benefits, if any, and then charged directly to income tax expense, potentially resulting in volatility in our consolidated effective income tax rate. We calculated a cumulative amount of windfall tax benefits from post-1995 fiscal years for the purpose of accounting for future shortfall tax benefits and currently have sufficient cumulative windfall tax benefits to absorb projected arising shortfalls, such that we do not currently expect future earnings to be affected by this provision. However, as employee stock option exercise behavior is not within our control, it is possible that materially different reported results could occur if different assumptions or conditions were to prevail. Income Taxes We apply a more-likely-than-not threshold to the recognition and derecognition of uncertain tax positions. Accordingly we recognize the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement. Future changes in judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the quarter of such change. We are subject to federal income taxes in the United States as well as various state, local, and foreign jurisdictions. A number of years may elapse before an uncertain tax position is audited and finally resolved. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, we believe that our liabilities for income taxes reflect the most likely outcome. We adjust these liabilities, as well as the related interest, in light of changing facts and circumstances. Settlement of any particular position would usually require the use of cash. The number of years with open tax audits varies depending on the tax jurisdiction. Our major taxing jurisdictions include the United States (federal and state) and Canada. The IRS has completed its review of our federal income tax returns for fiscal years 2008 and prior and has proposed adjustments related to the amount of research and development tax credits claimed. We have appealed these proposed adjustments. During fiscal 2011, we reached a settlement with the IRS concerning certain corporate income tax adjustments for fiscal years 2002 to 33

2008. The adjustments primarily relate to the amount of capital loss, depreciation, and amortization we reported as a result of the sale of noncontrolling interests in our GMC subsidiary. As a result, we recorded a $108 million reduction in our total liabilities for uncertain tax positions in fiscal 2011. We made payments totaling $385 million in fiscal 2011 related to this settlement. In addition, we made a payment of $18 million in fiscal 2009 related to adjustments made at the IRS exam level for audits of fiscal years 2004 to 2006. Also during fiscal 2011, the Superior Court of the State of California issued an adverse decision concerning our state income tax apportionment calculations. As a result, we recorded a $12 million increase in our total liabilities for uncertain tax positions. We believe our positions are supported by substantial technical authority and have appealed this decision. We do not expect to make a payment related to this matter until it is definitively resolved. In fiscal 2009, the U.S. Court of Appeals for the Eighth Circuit issued an opinion reversing a district court decision rendered in fiscal 2008. As a result, we recorded $53 million (including interest) of income tax expense in fiscal 2009 related to the reversal of cumulative income tax benefits from this uncertain tax matter recognized in fiscal years 1992 through 2008. All outstanding liabilities associated with this matter were paid during fiscal 2011. Various tax examinations by United States state taxing authorities could be conducted for any open tax year, which vary by jurisdiction, but are generally from 3 to 5 years. Currently, several state examinations are in progress. The Canada Revenue Agency (CRA) has completed its review of our income tax returns in Canada for fiscal years 2003 to 2005. The CRA has raised assessments for these years that we are currently appealing. We believe our positions are supported by substantial technical authority and are vigorously defending our positions. We do not anticipate that any United States or Canadian tax adjustments will have a significant impact on our financial position or results of operations. As of May 29, 2011, our total liability for uncertain tax positions and the associated accrued interest and penalties was $280 million. We do not expect to pay any amounts related to uncertain tax positions or accrued interest in the next 12 months. We are not able to reasonably estimate the timing of future cash flows beyond 12 months due to uncertainties in the timing of tax audit outcomes. Defined Benefit Pension, Other Postretirement and Postemployment Benefit Plans Defined Benefit Pension Plans We have defined benefit pension plans covering most United States, Canadian, and United Kingdom employees. Benefits for salaried employees are based on length of service and final average compensation. Benefits for hourly employees include various monthly amounts for each year of credited service. Our funding policy is consistent with the requirements of applicable laws. We made $200 million of voluntary contributions to our principal domestic plans in fiscal 2011. We do not expect to be required to make any contributions in fiscal 2012. Our principal domestic retirement plan covering salaried employees has a provision that any excess pension assets would be allocated to active participants if the plan is terminated within five years of a change in control. Other Postretirement Benefit Plans We also sponsor plans that provide health care benefits to the majority of our United States and Canadian retirees. The salaried health care benefit plan is contributory, with retiree contributions based on years of service. We make decisions to fund related trusts for certain employees and retirees on an annual basis. We did not make voluntary contributions to these plans in fiscal 2011. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, was signed into law in March 2010. We have not fully evaluated the effect of the Act, including possible modifications to provider plans, but it could affect the future cost of our benefit plans. Postemployment Benefit Plans Under certain circumstances, we also provide accruable benefits to former or inactive employees in the United States, Canada, and Mexico, and members of our Board of Directors, including severance and certain other benefits payable upon death. We recognize an obligation for any of these benefits that vest or accumulate with service. Postemployment benefits that do not vest or accumulate with service (such as severance based solely on annual pay rather than years of service) are charged to expense when incurred. Our postemployment benefit plans are unfunded. We recognize benefits provided during retirement or following employment over the plan participants' active working life. Accordingly, we make various assumptions to predict and measure costs and obligations many years prior to the settlement of our obligations. Assumptions that require significant management judgment and have a material impact on the measurement of our net periodic benefit expense or income and accumulated benefit obligations include the long-term rates of return on plan assets, the interest rates used to discount the obligations for our benefit plans, and the health care cost trend rates. 34

Expected Rate of Return on Plan Assets Our expected rate of return on plan assets is determined by our asset allocation, our historical long-term investment performance, our estimate of future longterm returns by asset class (using input from our actuaries, investment services, and investment managers), and long-term inflation assumptions. We review this assumption annually for each plan, however, our annual investment performance for one particular year does not, by itself, significantly influence our evaluation. The investment objective for our defined benefit pension and other postretirement benefit plans is to secure the benefit obligations to participants at a reasonable cost to us. Our goal is to optimize the long-term return on plan assets at a moderate level of risk. The defined benefit pension and other postretirement portfolios are broadly diversified across asset classes. Within asset classes, the portfolios are further diversified across investment styles and investment organizations. For the defined benefit pension and other postretirement benefit plans, the long-term investment policy allocations are: 30 percent to equities in the United States; 20 percent to international equities; 10 percent to private equities; 30 percent to fixed income; and 10 percent to real assets (real estate, energy, and timber). The actual allocations to these asset classes may vary tactically around the long-term policy allocations based on relative market valuations. Our historical investment returns (compound annual growth rates) for our United States defined benefit pension and other postretirement plan assets were 20.3 percent, 5.6 percent, 7.5 percent, 9.2 percent, and 10.0 percent for the 1, 5, 10, 15, and 20 year periods ended May 29, 2011. Our principal defined benefit pension and other postretirement plans in the United States have an expected return on plan assets of 9.6 percent. On a weightedaverage basis, the expected rate of return for all defined benefit plans was 9.53 percent for fiscal 2011, 9.55 percent for fiscal 2010, and 9.55 percent for fiscal 2009. Lowering the expected long-term rate of return on assets by 50 basis points would increase our net pension and postretirement expense by $24 million for fiscal 2012. A market-related valuation basis is used to reduce year-to-year expense volatility. The market-related valuation recognizes certain investment gains or losses over a five-year period from the year in which they occur. Investment gains or losses for this purpose are the difference between the expected return calculated using the market-related value of assets and the actual return based on the market-related value of assets. Our outside actuaries perform these calculations as part of our determination of annual expense or income. Discount Rates Our discount rate assumptions are determined annually as of the last day of our fiscal year for our defined benefit pension, other postretirement, and postemployment benefit plan obligations. We also use the same discount rates to determine defined benefit pension, other postretirement, and postemployment benefit plan income and expense for the following fiscal year. We work with our actuaries to determine the timing and amount of expected future cash outflows to plan participants and, using the top quartile of AA-rated corporate bond yields, to develop a forward interest rate curve, including a margin to that index based on our credit risk. This forward interest rate curve is applied to our expected future cash outflows to determine our discount rate assumptions. Our weighted-average discount rates were as follows: Weighted-Average Discount Rates Defined Benefit Pension Plans 5.45% 5.85% 7.49% Other Postretirement Benefit Plans 5.35% 5.80% 7.45% Postemployment Benefit Plans 4.77% 5.12% 7.06%

Obligations as of May 29, 2011, and fiscal 2012 expense Obligations as of May 30, 2010, and fiscal 2011 expense Fiscal 2010 expense

Lowering the discount rates by 50 basis points would increase our net defined benefit pension, other postretirement, and postemployment benefit plan expense for fiscal 2012 by approximately $36.9 million. All obligation-related experience gains and losses are amortized using a straight-line method over the average remaining service period of active plan participants. Health Care Cost Trend Rates We review our health care cost trend rates annually. Our review is based on data we collect about our health care claims experience and information provided by our actuaries. This information includes recent plan experience, plan design, overall industry experience and projections, and assumptions used by other similar organizations. Our initial health care cost trend rate is adjusted as necessary to 35

remain consistent with this review, recent experiences, and short-term expectations. Our initial health care cost trend rate assumption is 8.5 percent for all retirees. Rates are graded down annually until the ultimate trend rate of 5.2 percent is reached in 2019 for all retirees. The trend rates are applicable for calculations only if the retirees' benefits increase as a result of health care inflation. The ultimate trend rate is adjusted annually, as necessary, to approximate the current economic view on the rate of long-term inflation plus an appropriate health care cost premium. Assumed trend rates for health care costs have an important effect on the amounts reported for the other postretirement benefit plans. A one percentage point change in the health care cost trend rate would have the following effects: One One Percentage Percentage Point Point Increase Decrease $ 6.2 $ (5.4) 82.4 (73.6)

In Millions Effect on the aggregate of the service and interest cost components in fiscal 2012 Effect on the other postretirement accumulated benefit obligation as of May 29, 2011

Any arising health care claims cost-related experience gain or loss is recognized in the calculation of expected future claims. Once recognized, experience gains and losses are amortized using a straight-line method over 15 years, resulting in at least the minimum amortization required being recorded. Financial Statement Impact In fiscal 2011, we recorded net defined benefit pension, other postretirement, and postemployment benefit plan expense of $95 million compared to $11 million of income in fiscal 2010 and $4 million of income in fiscal 2009. As of May 29, 2011, we had cumulative unrecognized actuarial net losses of $1.3 billion on our defined benefit pension plans and $180 million on our postretirement and postemployment benefit plans, mainly as the result of declines in the values of plan assets. These unrecognized actuarial net losses will result in increases in our future pension expense and increases in postretirement expense since they currently exceed the corridors defined by GAAP. We use the Retirement Plans (RP) 2000 Mortality Table projected forward to our plans' measurement dates to calculate the year-end defined benefit pension, other postretirement, and postemployment benefit obligations and annual expense. Actual future net defined benefit pension, other postretirement, and postemployment benefit plan income or expense will depend on investment performance, changes in future discount rates, changes in health care cost trend rates, and other factors related to the populations participating in these plans. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 was signed into law in March 2010. The Act codifies health care reforms with staggered effective dates from 2010 to 2018 with many provisions in the Act requiring the issuance of additional guidance from various government agencies. Estimates of the future impacts of several of the Act's provisions are incorporated into our postretirement benefit liability including the elimination of lifetime maximums and the imposition of an excise tax on high cost health plans. These changes resulted in a $24 million increase in our postretirement benefit liability in fiscal 2010. Given the complexity of the Act, the extended time period over which the reforms will be implemented, and the unknown impact of future regulatory guidance, further financial impacts to our postretirement benefit liability and related future expense may occur. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In May 2011, the Financial Accounting Standards Board (FASB) issued new accounting guidance for fair value measurements providing common fair value measurement and disclosure requirements. This guidance is effective for interim and annual periods beginning after December 15, 2011, which for us is the fourth quarter of fiscal 2012. We do not expect this guidance to have a material impact on our results of operations or financial position. In June 2011, the FASB issued new accounting guidance for the presentation of other comprehensive income (OCI). This guidance requires entities to present net income and OCI in either a single continuous statement or in separate consecutive statements. The guidance does not change the components of net income or OCI, when OCI should be reclassified to net income, or the earnings per share calculation. The guidance is effective for fiscal years beginning after December 15, 2011, which for us is the first quarter of fiscal 2013. This guidance will not impact our results of operations or financial position. 36

NON-GAAP MEASURES We have included in this report measures of financial performance that are not defined by GAAP. Each of the measures is used in reporting to our executive management and as a component of the Board of Director's measurement of our performance for incentive compensation purposes. Management and the Board of Directors believe that these measures provide useful information to investors, and include these measures in other communications to investors. For each of these non-GAAP financial measures, we are providing below a reconciliation of the differences between the non-GAAP measure and the most directly comparable GAAP measure, an explanation of why our management or the Board of Directors believes the non-GAAP measure provides useful information to investors, and any additional 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. Total Segment Operating Profit Management and the Board of Directors believe that this measure provides useful information to investors because it is the profitability measure we use to evaluate segment performance. A reconciliation of this measure to operating profit, the relevant GAAP measure, is included in Note 16 to the Consolidated Financial Statements in Item 8 of this report. Diluted EPS Excluding Certain Items Affecting Comparability Management and the Board of Directors believe that this measure provides useful information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-over-year basis. The adjustments are either items resulting from infrequently occurring events or items that, in management's judgment, significantly affect the year-over-year assessment of operating results. The reconciliation of diluted EPS excluding certain items affecting comparability to diluted EPS, the relevant GAAP measure, follows: Fiscal Year 2010 2009 2008 2007 Per Share Data 2011 Diluted earnings per share, as reported $ 2.70 $ 2.24 $ 1.90 $ 1.85 $ 1.59 Mark-to-market effects (a) 0.01 0.11 (0.05) (0.09) Divestitures gain, net (b) (0.06) Gain from insurance settlement (c) (0.04) Uncertain tax items (d) 0.08 (0.04) (0.13) Tax charge - health care reform (e) 0.05 Diluted earnings per share, excluding certain items affecting comparability $ 2.48 $ 2.30 $ 1.99 $ 1.76 $ 1.59 (a) Net (gain) loss from mark-to-market valuation of certain commodity positions and grain inventories. (b) Net gain on divestitures of certain product lines. (c) Gain on settlement with insurance carrier covering the loss of a manufacturing facility in Argentina. (d) Effects of court decisions and audit settlements on uncertain tax matters. (e) Enactment date charges related to the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, affecting deferred taxes associated with Medicare Part D subsidies. 37

Return on Average Total Capital Management and the Board of Directors believe that this measure provides useful information to investors because it is important for assessing the utilization of capital and it eliminates certain items which affect year-to-year comparability. In Millions Net earnings attributable to General Mills Interest, net, after-tax Earnings before interest, after-tax Mark-to-market effects Divestitures gain, net Gain from insurance settlement Uncertain tax items Tax charge heath care reform Earnings before interest, after-tax for return on capital calculation Current portion of long-term debt Notes payable Long-term debt Total debt Noncontrolling interests Stockholders' equity Total capital Accumulated other comprehensive (income) loss After-tax earnings adjustments (a) Adjusted total capital Adjusted average total capital Return on average total capital (a) Sum of current year and previous year after-tax adjustments. 2011 1,798.3 243.5 2,041.8 (60.0) (88.9) 1,892.9 1,031.3 311.3 5,542.5 6,885.1 246.7 6,365.5 13,497.3 1,010.8 (310.5) 14,197.6 13,798.4 13.7% 2010 1,530.5 261.1 1,791.6 4.5 35.0 1,831.1 107.3 1,050.1 5,268.5 6,425.9 245.1 5,402.9 12,073.9 1,486.9 (161.6) 13,399.2 13,283.9 13.8% Fiscal Year 2009 2008 1,304.4 $ 1,294.7 240.8 263.8 1,545.2 1,558.5 74.9 (35.9) (38.0) (26.9) 52.6 (30.7) 1,607.8 $ 1,491.9 508.5 $ 442.0 812.2 2,208.8 5,754.8 4,348.7 7,075.5 6,999.5 244.2 246.6 5,172.3 6,212.2 12,492.0 13,458.3 877.8 (173.1) (201.1) (263.7) 13,168.7 $ 13,021.5 13,095.1 $ 12,804.3 12.3% 11.7% 2007 2006 1,143.9 242.9 1,386.8 1,386.8 1,734.0 $ 2,131.5 1,254.4 1,503.2 3,217.7 2,414.7 6,206.1 6,049.4 1,139.2 1,136.2 5,318.7 5,772.3 12,664.0 12,957.9 120.1 (125.4) (197.1) (197.1) 12,587.0 $ 12,635.4 12,611.2 11.0%

$ $

$ $

$ $

$ $

$ $

$ $

$ $

$ $

CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This report contains or incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on our current expectations and assumptions. We also may make written or oral forward-looking statements, including statements contained in our filings with the SEC and in our reports to 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: 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 laws and regulations, including labeling and advertising regulations; 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 38

demand for our products; effectiveness of advertising, marketing, and promotional programs; changes in consumer behavior, trends, and preferences, including weight loss trends; consumer perception of health-related issues, including obesity; consolidation in the retail environment; changes in purchasing and inventory levels of significant customers; fluctuations in the cost and availability of supply chain resources, including raw materials, packaging, and energy; disruptions or inefficiencies in the supply chain; 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 of our information technology systems; foreign economic conditions, including currency rate fluctuations; and political unrest in foreign markets and economic uncertainty due to terrorism or war. You should also consider the risk factors that we identify in Item 1A of this report, which could also affect our future results. We undertake no obligation to publicly revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events. 39

ITEM 7A

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk stemming from changes in interest rates, foreign exchange rates, commodity prices, and equity prices. Changes in these factors could cause fluctuations in our earnings and cash flows. In the normal course of business, we actively manage our exposure to these market risks by entering into various hedging transactions, authorized under established policies that place clear controls on these activities. The counterparties in these transactions are generally highly rated institutions. We establish credit limits for each counterparty. Our hedging transactions include but are not limited to a variety of derivative financial instruments. INTEREST RATE RISK We are exposed to interest rate volatility with regard to future issuances of fixed-rate debt, and existing and future issuances of floating-rate debt. Primary exposures include U.S. Treasury rates, LIBOR, and commercial paper rates in the United States and Europe. We use interest rate swaps and forward-starting interest rate swaps to hedge our exposure to interest rate changes, to reduce the volatility of our financing costs, and to achieve a desired proportion of fixed versus floating-rate debt, based on current and projected market conditions. Generally under these swaps, we agree with a counterparty to exchange the difference between fixed-rate and floating-rate interest amounts based on an agreed upon notional principal amount. As of May 29, 2011, we had interest rate swaps with $1.3 billion of aggregate notional principal amount outstanding, with a net notional amount of $838 million that converts floating-rate notes to fixed rates. FOREIGN EXCHANGE RISK Foreign currency fluctuations affect our net investments in foreign subsidiaries and foreign currency cash flows related to foreign-denominated commercial paper, third party purchases, intercompany loans, and product shipments. We are also exposed to the translation of foreign currency earnings to the U.S. dollar. Our principal exposures are to the Australian dollar, British pound sterling, Canadian dollar, Chinese renminbi, euro, Japanese yen, Swiss franc, and Mexican peso. We mainly use foreign currency forward contracts to selectively hedge our foreign currency cash flow exposures. We also generally swap our foreign-denominated commercial paper borrowings and nonfunctional currency intercompany loans back to U.S. dollars or the functional currency; the gains or losses on these derivatives offset the foreign currency revaluation gains or losses recorded in earnings on the associated borrowings. We generally do not hedge more than 18 months forward. We also have many net investments in foreign subsidiaries that are denominated in euros. We previously hedged a portion of these net investments by issuing euro-denominated commercial paper and foreign exchange forward contracts. As of May 29, 2011, we had deferred net foreign currency transaction losses of $96 million in AOCI associated with hedging activity. COMMODITY PRICE RISK Many commodities we use in the production and distribution of our products are exposed to market price risks. We utilize derivatives to manage price risk for our principal ingredients and energy costs, including grains (oats, wheat, and corn), oils (principally soybean), non-fat dry milk, 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. As of May 29, 2011, the net notional value of commodity derivatives was $348 million, of which $161 million related to agricultural inputs and $187 million related to energy inputs. These contracts relate to inputs that generally will be utilized within the next 12 months. EQUITY INSTRUMENTS Equity price movements affect our compensation expense as certain investments made by our employees in our deferred compensation plan are revalued. We occasionally use equity swaps to manage this risk, but no swaps were outstanding as of May 29, 2011. VALUE AT RISK The estimates in the table below are intended to measure the maximum potential fair value we could lose in one day from adverse changes in market interest rates, foreign exchange rates, commodity prices, and equity prices under normal market conditions. A 40

Monte Carlo value-at-risk (VAR) methodology was used to quantify the market risk for our exposures. The models assumed normal market conditions and used a 95 percent confidence level. The VAR calculation used historical interest rates, foreign exchange rates, and commodity and equity prices from the past year to estimate the potential volatility and correlation of these rates in the future. The market data were drawn from the RiskMetrics data set. The calculations are not intended to represent actual losses in fair value that we expect to incur. Further, since the hedging instrument (the derivative) inversely correlates with the underlying exposure, we would expect that any loss or gain in the fair value of our derivatives would be generally offset by an increase or decrease in the fair value of the underlying exposure. The positions included in the calculations were: debt; investments; interest rate swaps; foreign exchange forwards; commodity swaps, futures and options; and equity instruments. The calculations do not include the underlying foreign exchange and commodities-related positions that are offset by these market-risk-sensitive instruments. The table below presents the estimated maximum potential VAR arising from a one-day loss in fair value for our interest rate, foreign currency, commodity, and equity market-risk-sensitive instruments outstanding as of May 29, 2011, and May 30, 2010, and the average fair value impact during the year ended May 29, 2011. Fair Value Impact Average during fiscal 2011 26.5 8.7 3.9 $ 27.1 5.8 4.9 $

In Millions Interest rate instruments Foreign currency instruments Commodity instruments

May 29, 2011 $

May 30, 2010 27.7 4.3 4.8

ITEM 8

Financial Statements and Supplementary Data

REPORT OF MANAGEMENT RESPONSIBILITIES The management of General Mills, Inc. is responsible for the fairness and accuracy of the consolidated financial statements. The statements have been prepared in accordance with accounting principles that are generally accepted in the United States, using management's best estimates and judgments where appropriate. The financial information throughout this Annual Report on Form 10-K is consistent with our consolidated financial statements. Management has established a system of internal controls that provides reasonable assurance that assets are adequately safeguarded and transactions are recorded accurately in all material respects, in accordance with management's authorization. We maintain a strong audit program that independently evaluates the adequacy and effectiveness of internal controls. Our internal controls provide for appropriate separation of duties and responsibilities, and there are documented policies regarding use of our assets and proper financial reporting. These formally stated and regularly communicated policies demand highly ethical conduct from all employees. The Audit Committee of the Board of Directors meets regularly with management, internal auditors, and our independent registered public accounting firm to review internal control, auditing, and financial reporting matters. The independent registered public accounting firm, internal auditors, and employees have full and free access to the Audit Committee at any time. The Audit Committee reviewed and approved the Company's annual financial statements. The Audit Committee recommended, and the Board of Directors approved, that the consolidated financial statements be included in the Annual Report. The Audit Committee also appointed KPMG LLP to serve as the Company's independent registered public accounting firm for fiscal 2012, subject to ratification by the stockholders at the annual meeting. /s/ K. J. Powell K. J. Powell Chairman of the Board and Chief Executive Officer July 8, 2011 41 /s/ D. L. Mulligan D. L. Mulligan Executive Vice President and Chief Financial Officer

Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders General Mills, Inc.: We have audited the accompanying consolidated balance sheets of General Mills, Inc. and subsidiaries as of May 29, 2011 and May 30, 2010, and the related consolidated statements of earnings, total equity and comprehensive income, and cash flows for each of the fiscal years in the three-year period ended May 29, 2011. In connection with our audits of the consolidated financial statements, we have audited the accompanying financial statement schedule. We also have audited General Mills, Inc.'s internal control over financial reporting as of May 29, 2011, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). General Mills, Inc.'s management is responsible for these consolidated financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule and an opinion on the Company's internal control over financial reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of General Mills, Inc. and subsidiaries as of May 29, 2011 and May 30, 2010, and the results of their operations and their cash flows for each of the fiscal years in the three-year period ended May 29, 2011, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the accompanying financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also in our opinion, General Mills, Inc. maintained, in all material respects, effective internal control over financial reporting as of May 29, 2011, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. /s/ KPMG LLP Minneapolis, Minnesota July 8, 2011 42

Consolidated Statements of Earnings GENERAL MILLS, INC. AND SUBSIDIARIES (In Millions, Except per Share Data) 2011 Net sales Cost of sales Selling, general, and administrative expenses Divestitures (gain), net Restructuring, impairment, and other exit costs Operating profit Interest, net Earnings before income taxes and after-tax earnings from joint ventures Income taxes After-tax earnings from joint ventures Net earnings, including earnings attributable to noncontrolling interests Net earnings attributable to noncontrolling interests Net earnings attributable to General Mills Earnings per share - basic Earnings per share - diluted Dividends per share See accompanying notes to consolidated financial statements. 43 $ $ $ $ $ 14,880.2 $ 8,926.7 3,192.0 (17.4) 4.4 2,774.5 346.3 2,428.2 721.1 96.4 1,803.5 5.2 1,798.3 $ 2.80 $ 2.70 $ 1.12 $ Fiscal Year 2010 14,635.6 $ 8,835.4 3,162.7 31.4 2,606.1 401.6 2,204.5 771.2 101.7 1,535.0 4.5 1,530.5 $ 2.32 $ 2.24 $ 0.96 $ 2009 14,555.8 9,380.9 2,893.2 (84.9) 41.6 2,325.0 382.8 1,942.2 720.4 91.9 1,313.7 9.3 1,304.4 1.96 1.90 0.86

Consolidated Balance Sheets GENERAL MILLS, INC. AND SUBSIDIARIES (In Millions, Except Par Value) May 29, 2011 ASSETS Current assets: Cash and cash equivalents Receivables Inventories Deferred income taxes Prepaid expenses and other current assets Total current assets Land, buildings, and equipment Goodwill Other intangible assets Other assets Total assets LIABILITIES AND EQUITY Current liabilities: Accounts payable Current portion of long-term debt Notes payable Other current liabilities Total current liabilities Long-term debt Deferred income taxes Other liabilities Total liabilities Stockholders' equity: Common stock, 754.6 shares issued, $0.10 par value Additional paid-in capital Retained earnings Common stock in treasury, at cost, shares of 109.8 and 98.1 Accumulated other comprehensive loss Total stockholders' equity Noncontrolling interests Total equity Total liabilities and equity See accompanying notes to consolidated financial statements. 44 $ 75.5 1,319.8 9,191.3 (3,210.3) (1,010.8) 6,365.5 246.7 6,612.2 18,674.5 $ 75.5 1,307.1 8,122.4 (2,615.2) (1,486.9) 5,402.9 245.1 5,648.0 17,678.9 $ $ 619.6 1,162.3 1,609.3 27.3 483.5 3,902.0 3,345.9 6,750.8 3,813.3 862.5 18,674.5 $ $ May 30, 2010 673.2 1,041.6 1,344.0 42.7 378.5 3,480.0 3,127.7 6,592.8 3,715.0 763.4 17,678.9

995.1 1,031.3 311.3 1,321.5 3,659.2 5,542.5 1,127.4 1,733.2 12,062.3

849.5 107.3 1,050.1 1,762.2 3,769.1 5,268.5 874.6 2,118.7 12,030.9

Consolidated Statements of Total Equity and Comprehensive Income GENERAL MILLS, INC. AND SUBSIDIARIES (In Millions, Except per Share Data) $.10 Par Value Common Stock (One Billion Shares Authorized) Issued Treasury Accumulated Additional Other Par Paid-In Retained Comprehensive Noncontrolling Shares Amount Capital Shares Amount Earnings Income (Loss) Interests Total
Balance as of May 25, 2008 Comprehensive income: Net earnings, including earnings attributable to noncontrolling interests Other comprehensive loss Total comprehensive income Cash dividends declared ($0.86 per share) Stock compensation plans (includes income tax benefits of $94.0) Shares purchased Shares issued for acquisition Unearned compensation related to restricted stock unit awards Distributions to noncontrolling interest holders Earned compensation Balance as of May 31, 2009 Comprehensive income: Net earnings, including earnings attributable to noncontrolling interests Other comprehensive income (loss) Total comprehensive income Cash dividends declared ($0.96 per share) Stock compensation plans (includes income tax benefits of $114.0) Shares purchased Unearned compensation related to restricted stock unit awards Distributions to noncontrolling interest holders Earned compensation Balance as of May 30, 2010 Comprehensive income: Net earnings, including earnings attributable to noncontrolling interests Other comprehensive income Total comprehensive income Cash dividends declared ($1.12 per share) Stock compensation plans (includes income tax benefits of $106.2) Shares purchased Unearned compensation related to restricted stock unit awards Distributions to noncontrolling interest holders Earned compensation Balance as of May 29, 2011 754.6 $ 75.5 $ 1,111.3 (79.6) $ (1,658.4) $ 6,510.7 $ 1,304.4 (1,050.9) (579.5) 23.0 16.4 (56.2) 754.6 75.5 117.6 1,212.1 19.6 (40.4) 1.8 443.1 (1,296.4) 38.6 173.1 $ 246.6 $ 6,458.8 9.3 1,313.7 (1.2) (1,052.1) 261.6 (579.5) 466.1 (1,296.4) 55.0 (56.2) (10.5) (10.5) 117.6 244.2 5,416.5 4.5 0.2 1,535.0 (608.9) 926.1 (643.7) 603.0 (691.8) (65.6) (3.8) 107.3 5,648.0 1,803.5 476.8 2,280.3 (729.4)

(98.6)

(2,473.1)

7,235.6 1,530.5

(877.8)

(609.1) (643.7) 53.3 (65.6) 21.8 (21.3) 549.7 (691.8)

(3.8) 754.6 75.5 107.3 1,307.1 (98.1) (2,615.2) 8,122.4 1,798.3 476.1 (729.4) (22.2) (70.4) 754.6 $ 75.5 $ 105.3 1,319.8 (109.8) $ (3,210.3) $ 9,191.3 $ (1,010.8) $ 20.1 (31.8) 568.4 (1,163.5) (1,486.9) 245.1 5.2 0.7

546.2 (1,163.5) (70.4) (4.3) (4.3) 105.3 246.7 $ 6,612.2

See accompanying notes to consolidated financial statements. 45

Consolidated Statements of Cash Flows GENERAL MILLS, INC. AND SUBSIDIARIES (In Millions) 2011 Cash Flows - Operating Activities Net earnings, including earnings attributable to noncontrolling interests Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization After-tax earnings from joint ventures Stock-based compensation Deferred income taxes Tax benefit on exercised options Distributions of earnings from joint ventures Pension and other postretirement benefit plan contributions Pension and other postretirement benefit plan expense (income) Divestitures (gain), net Gain on insurance settlement Restructuring, impairment, and other exit costs (income) Changes in current assets and liabilities Other, net Net cash provided by operating activities Cash Flows - Investing Activities Purchases of land, buildings, and equipment Acquisitions Investments in affiliates, net Proceeds from disposal of land, buildings, and equipment Proceeds from divestiture of product lines Proceeds from insurance settlement Other, net Net cash used by investing activities Cash Flows - Financing Activities Change in notes payable Issuance of long-term debt Payment of long-term debt Proceeds from common stock issued on exercised options Tax benefit on exercised options Purchases of common stock for treasury Dividends paid Other, net Net cash used by financing activities Effect of exchange rate changes on cash and cash equivalents Increase (decrease) in cash and cash equivalents Cash and cash equivalents - beginning of year Cash and cash equivalents - end of year Cash Flow from Changes in Current Assets and Liabilities: Receivables Inventories Prepaid expenses and other current assets Accounts payable Other current liabilities Changes in current assets and liabilities See accompanying notes to consolidated financial statements. 46 $ $ $ Fiscal Year 2010 1,535.0 $ 457.1 (101.7) 107.3 22.3 (114.0) 88.0 (17.2) (37.9) 23.4 143.4 75.5 2,181.2 (649.9) (130.7) 7.4 52.0 (721.2) 235.8 (906.9) 388.8 114.0 (691.8) (643.7) (1,503.8) (32.8) (76.6) 749.8 673.2 $ (121.1) $ (16.7) 53.5 69.6 158.1 143.4 $ 2009 1,313.7 453.6 (91.9) 117.7 215.8 (89.1) 68.5 (220.3) (27.5) (84.9) (41.3) 31.3 176.9 5.7 1,828.2 (562.6) 5.9 4.1 244.7 41.3 (22.3) (288.9) (1,390.5) 1,850.0 (370.3) 305.2 89.1 (1,296.4) (579.5) (12.1) (1,404.5) (46.0) 88.8 661.0 749.8 81.8 (28.1) 30.2 (116.4) 209.4 176.9

1,803.5 $ 472.6 (96.4) 105.3 205.3 (106.2) 72.7 (220.8) 73.6 (17.4) (1.3) (720.9) (43.2) 1,526.8 (648.8) (123.3) (1.8) 4.1 34.4 20.3 (715.1) (742.6) 1,200.0 (7.4) 410.4 106.2 (1,163.5) (729.4) (10.3) (936.6) 71.3 (53.6) 673.2 619.6 $ (69.8) $ (240.0) (96.0) 109.0 (424.1) (720.9) $

Notes to Consolidated Financial Statements GENERAL MILLS, INC. AND SUBSIDIARIES NOTE 1. BASIS OF PRESENTATION AND RECLASSIFICATIONS Income Statement Classifications At the beginning of fiscal 2011, we revised the classification of certain revenues and expenses to better align our income statement line items with how we manage our business. We have revised the classification of amounts previously reported in our Consolidated Statements of Earnings to conform to our fiscal 2011 presentation. These revised classifications had no effect on previously reported net earnings attributable to General Mills or earnings per share. These changes include: Revising the classification of certain customer logistics allowances as a reduction of net sales (previously recorded as cost of sales). The impact of this change was a decrease in net sales of $160.9 million in fiscal 2010 and $157.5 million in fiscal 2009 and a corresponding decrease to cost of sales in each of the years. Revising the classification of certain promotion-related costs, customer allowances, and supply chain costs as cost of sales or selling, general, and administrative (SG&A) expenses (previously recorded as a reduction of net sales or SG&A expenses). The impact of these changes was an increase to net sales of $22.0 million in fiscal 2009; an increase to cost of sales of $73.4 million in fiscal 2010 and $80.6 million in fiscal 2009; and a decrease to SG&A expenses of $73.4 million in fiscal 2010 and $58.6 million in fiscal 2009. Shifting allocation of certain SG&A expenses, primarily stock-based compensation, between segment operating profit and unallocated corporate items. The impact of this change was a decrease to segment operating profit of $20.8 million in fiscal 2010 and $18.9 million in fiscal 2009 and a corresponding decrease in unallocated corporate items. Shifting sales responsibility for a customer from our Bakeries and Foodservice segment to our U.S. Retail segment. Net sales of $9.8 million in fiscal 2010 and $15.0 million in fiscal 2009 and segment operating profit of $4.1 million in fiscal 2010 and $6.4 million in fiscal 2009 previously recorded in our Bakeries and Foodservice segment have now been reported in the U.S. Retail segment. In addition, certain other reclassifications to our previously reported financial information have been made to conform to the current period presentation. Basis of Presentation Our Consolidated Financial Statements include the accounts of General Mills, Inc. and all subsidiaries in which we have a controlling financial interest. Intercompany transactions and accounts are eliminated in consolidation. Our fiscal year ends on the last Sunday in May, except for our operations in Europe and China, which have an April year-end. Fiscal 2011 and 2010 each consisted of 52 weeks, and fiscal 2009 consisted of 53 weeks. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents We consider all investments purchased with an original maturity of three months or less to be cash equivalents. Inventories All inventories in the United States other than grain are valued at the lower of cost, using the last-in, first-out (LIFO) method, or market. Grain inventories and all related cash contracts and derivatives are valued at market with all net changes in value recorded in earnings currently. Inventories outside of the United States are valued at the lower of cost, using the first-in, first-out (FIFO) method, or market. Shipping costs associated with the distribution of finished product to our customers are recorded as cost of sales, and are recognized when the related finished product is shipped to and accepted by the customer. Land, Buildings, Equipment, and Depreciation Land is recorded at historical cost. Buildings and equipment, including capitalized interest and internal engineering costs, are recorded at cost and depreciated over estimated useful lives, primarily using the straight-line method. Ordinary maintenance and repairs are charged to cost of sales. Buildings are usually depreciated over 40 to 50 years, and equipment, furniture, and software are usually depreciated over 3 to 10 years. Fully depreciated assets are retained in buildings and equipment until disposal. When an item is sold or 47

retired, the accounts are relieved of its cost and related accumulated depreciation and the resulting gains and losses, if any, are recognized in earnings. As of May 29, 2011, assets held for sale were insignificant. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows from the operation and disposition of the asset group are less than the carrying amount of the asset group. Asset groups have identifiable cash flows and are largely independent of other asset groups. Measurement of an impairment loss would be based on the excess of the carrying amount of the asset group over its fair value. Fair value is measured using a discounted cash flow model or independent appraisals, as appropriate. Goodwill and Other Intangible Assets Goodwill is not subject to amortization and is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. Impairment testing is performed for each of our reporting units. We compare the carrying value of a reporting unit, including goodwill, to the fair value of the unit. Carrying value is based on the assets and liabilities associated with the operations of that reporting unit, which often requires allocation of shared or corporate items among reporting units. If the carrying amount of a reporting unit exceeds its fair value, we revalue all assets and liabilities of the reporting unit, excluding goodwill, to determine if the fair value of the net assets is greater than the net assets including goodwill. If the fair value of the net assets is less than the carrying amount of net assets including goodwill, impairment has occurred. Our estimates of fair value are determined based on a discounted cash flow model. Growth rates for sales and profits are determined using inputs from our annual long-range planning process. We also make estimates of discount rates, perpetuity growth assumptions, market comparables, and other factors. We performed our fiscal 2011 assessment as of November 29, 2010 and determined there was no impairment of goodwill for any of our reporting units as their related fair values were substantially in excess of their carrying values. We evaluate the useful lives of our other intangible assets, mainly brands, to determine if they are finite or indefinite-lived. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, known technological advances, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required maintenance expenditures, and the expected lives of other related groups of assets. Our indefinite-lived intangible assets, mainly intangible assets primarily associated with the Pillsbury, Totino's, Progresso, Green Giant, Old El Paso, and Hagen-Dazs brands, are also tested for impairment annually and whenever events or changes in circumstances indicate that their carrying value may not be recoverable. We performed our fiscal 2011 assessment of our brand intangibles as of November 29, 2010. Our estimate of the fair value of the brands was based on a discounted cash flow model using inputs which included: projected revenues from our annual long-range plan; assumed royalty rates that could be payable if we did not own the brands; and a discount rate. As of our assessment date, there was no impairment of any of our indefinite-lived intangible assets as their related fair values were substantially in excess of the carrying values. Investments in Joint Ventures Our investments in companies over which we have the ability to exercise significant influence are stated at cost plus our share of undistributed earnings or losses. We receive royalty income from certain joint ventures, incur various expenses (primarily research and development), and record the tax impact of certain joint venture operations that are structured as partnerships. In addition, we make advances to our joint ventures in the form of loans or capital investments. We also sell certain raw materials, semi-finished goods, and finished goods to the joint ventures, generally at market prices. In addition, we assess our investments in our joint ventures if we have reason to believe an impairment may have occurred including, but not limited to, ongoing operating losses, projected decreases in earnings, increases in the weighted average cost of capital or significant business disruptions. The significant assumptions used to estimate fair value include revenue growth and profitability, royalty rates, capital spending, depreciation and taxes, foreign currency exchange rates and a discount rate. By their nature, these projections and assumptions are uncertain. If we were to determine the current fair value of our investment was less than the carrying value of the investment, then we would assess if the shortfall was of a temporary or permanent nature and write down the investment to its fair value if we concluded the impairment is other than temporary. After the earthquakes and tsunami in Japan in March 2011, we assessed the fair value of our investment in Hagen-Dazs Japan and determined that it exceeded the carrying value by approximately 5 percent. Variable Interest Entities As of May 29, 2011, we had invested in six variable interest entities (VIEs). We determined whether or not we were the primary beneficiary (PB) of each VIE using a qualitative assessment that considered the VIE's purpose and design, the involvement of each of the interest holders, and the risks and benefits of the VIE. We have an interest in a contract manufacturer at our former facility in Geneva, Illinois. We are the PB and have consolidated this entity. This entity had property and equipment with a carrying value of $13.6 million and long-term debt of $15.0 million as of May 29, 2011. The liabilities recognized as a result of consolidating this entity do not represent additional claims on our general assets. The remaining five VIEs, two of which we are not the PB, are not material to 48

our results of operations, financial condition, or liquidity as of and for the year ended May 29, 2011. We provided minimal financial or other support to VIEs during fiscal 2011 and there are no arrangements related to VIEs that would require us to provide significant financial support in the future. Revenue Recognition We recognize sales revenue when the shipment is accepted by our customer. Sales include shipping and handling charges billed to the customer and are reported net of consumer coupon redemption, trade promotion and other costs, including estimated allowances for returns, unsalable product, and prompt pay discounts. Sales, use, value-added, and other excise taxes are not recognized in revenue. Coupons are recorded when distributed, based on estimated redemption rates. Trade promotions are recorded based on estimated participation and performance levels for offered programs at the time of sale. We generally do not allow a right of return. However, on a limited case-by-case basis with prior approval, we may allow customers to return product. In limited circumstances, product returned in saleable condition is resold to other customers or outlets. Receivables from customers generally do not bear interest. Terms and collection patterns vary around the world and by channel. The allowance for doubtful accounts represents our estimate of probable non-payments and credit losses in our existing receivables, as determined based on a review of past due balances and other specific account data. Account balances are written off against the allowance when we deem the amount is uncollectible. Environmental Environmental costs relating to existing conditions caused by past operations that do not contribute to current or future revenues are expensed. Liabilities for anticipated remediation costs are recorded on an undiscounted basis when they are probable and reasonably estimable, generally no later than the completion of feasibility studies or our commitment to a plan of action. Advertising Production Costs We expense the production costs of advertising the first time that the advertising takes place. Research and Development All expenditures for research and development (R&D) are charged against earnings in the year incurred. R&D includes expenditures for new product and manufacturing process innovation, and the annual expenditures are comprised primarily of internal salaries, wages, consulting, and other supplies attributable to time spent on R&D activities. Other costs include depreciation and maintenance of research facilities, including assets at facilities that are engaged in pilot plant activities. Foreign Currency Translation For all significant foreign operations, the functional currency is the local currency. Assets and liabilities of these operations are translated at the period-end exchange rates. Income statement accounts are translated using the average exchange rates prevailing during the year. Translation adjustments are reflected within accumulated other comprehensive loss (AOCI) in stockholders' equity. Gains and losses from foreign currency transactions are included in net earnings for the period, except for gains and losses on investments in subsidiaries for which settlement is not planned for the foreseeable future and foreign exchange gains and losses on instruments designated as net investment hedges. These gains and losses are recorded in AOCI. Derivative Instruments All derivatives are recognized on the Consolidated Balance Sheets at fair value based on quoted market prices or our estimate of their fair value, and are recorded in either current or noncurrent assets or liabilities based on their maturity. Changes in the fair values of derivatives are recorded in net earnings or other comprehensive income, based on whether the instrument is designated and effective as a hedge transaction and, if so, the type of hedge transaction. Gains or losses on derivative instruments reported in AOCI are reclassified to earnings in the period the hedged item affects earnings. If the underlying hedged transaction ceases to exist, any associated amounts reported in AOCI are reclassified to earnings at that time. Any ineffectiveness is recognized in earnings in the current period. Stock-based Compensation We generally measure compensation expense for grants of restricted stock units using the value of a share of our stock on the date of grant. We estimate the value of stock option grants using the Black-Scholes valuation model. Stock compensation is recognized straight line over the vesting period. Our stock compensation expense is recorded in SG&A and cost of sales in the Consolidated Statements of Earnings and allocated to each reportable segment in our segment results. Certain equity-based compensation plans contain provisions that accelerate vesting of awards upon retirement, disability, or death of eligible employees and directors. We consider a stock-based award to be vested when the employee's retention of the award is no longer contingent on providing subsequent service. Accordingly, the related compensation cost is recognized immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period. We report the benefits of tax deductions in excess of recognized compensation cost as a financing cash flow, thereby reducing net operating cash flows and increasing net financing cash flows. 49

Defined Benefit Pension, Other Postretirement, and Postemployment Benefit Plans We sponsor several domestic and foreign defined benefit plans to provide pension, health care, and other welfare benefits to retired employees. Under certain circumstances, we also provide accruable benefits to former or inactive employees in the United States and Canada and members of our Board of Directors, including severance and certain other benefits payable upon death. We recognize an obligation for any of these benefits that vest or accumulate with service. Postemployment benefits that do not vest or accumulate with service (such as severance based solely on annual pay rather than years of service) are charged to expense when incurred. Our postemployment benefit plans are unfunded. We recognize the underfunded or overfunded status of a defined benefit postretirement plan as an asset or liability and recognize changes in the funded status in the year in which the changes occur through AOCI. Use of Estimates Preparing our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include our accounting for promotional expenditures, valuation of long-lived assets, intangible assets, stock-based compensation, income taxes, and defined benefit pension, post-retirement and postemployment benefits. Actual results could differ from our estimates. Other New Accounting Standards In fiscal 2011, we adopted new accounting guidance on the consolidation model for VIE's. The guidance requires companies to qualitatively assess the determination of the primary beneficiary of a VIE based on whether the company (1) has the power to direct matters that most significantly impact the VIE's economic performance, and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The adoption of the guidance did not have an impact on our results of operations or financial condition. In fiscal 2010, we adopted new accounting guidance on employer's disclosures for post-retirement benefit plan assets. The guidance requires an employer to disclose information on the investment policies and strategies and the significant concentrations of risk in plan assets. An employer must also disclose the fair value of each major category of plan assets as of each annual reporting date together with the information on the inputs and valuation techniques used to develop such fair value measurements. The adoption of the guidance did not have an impact on our results of operations or financial condition. See Note 13. In fiscal 2010, we adopted new accounting guidance on accounting for equity method investments. The guidance addresses the impact of the issuance of the noncontrolling interests and business combination guidance on accounting for equity method investments. The adoption of the guidance did not have a material impact on our results of operations or financial condition. In fiscal 2010, we adopted new accounting guidance issued to assist in determining whether instruments granted in share-based payment transactions are participating securities. The guidance provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of EPS pursuant to the two-class method. The adoption of the guidance did not have a material impact on our basic or diluted EPS. In fiscal 2010, we adopted new accounting guidance on convertible debt instruments. The guidance requires issuers to account separately for the liability and equity components of convertible debt instruments that may be settled in cash or other assets. The adoption of the guidance did not have a material impact on our results of operations or financial condition. NOTE 3. ACQUISITIONS AND DIVESTITURES During the third quarter of fiscal 2011, we acquired the Mountain High yoghurt business for $84.8 million. We recorded the purchase price less the fair value of tangible and intangible net assets acquired as goodwill of $44.6 million. During the fourth quarter of fiscal 2011, we acquired the Pasta Master meals business in Australia for $38.5 million. We recorded the purchase price less the fair value of tangible and intangible net assets acquired as goodwill of $26.9 million. The pro forma effects of these acquisitions were not material. During the third quarter of fiscal 2011, we sold a foodservice frozen baked goods product line in our International segment for $24.9 million in cash and recorded a pre-tax gain of $14.3 million. In addition, during the fourth quarter of fiscal 2011, we sold a pie shell product line in our Bakeries and Foodservice segment for cash proceeds of $9.5 million and recorded a pre-tax gain of $3.1 million. During the fourth quarter of fiscal 2011, we entered into definitive agreements with PAI Partners and Sodiaal International to purchase a 51 percent controlling interest in Yoplait S.A.S. and a 50 percent interest in Yoplait Marques S.A.S. for an aggregate purchase price 50

of $1.2 billion. Yoplait S.A.S. operates yogurt businesses in several countries, including France and the United Kingdom, and oversees franchise relationships around the world. Yoplait Marques S.A.S. holds the worldwide rights to Yoplait and related trademarks. We finalized this transaction on July 1, 2011. The pro forma effects of this acquisition were not material. There were no acquisitions or divestitures in fiscal 2010. In fiscal 2009, we sold our bread concentrates product line within our Bakeries and Foodservice segment, including a plant in Cedar Rapids, Iowa, for $8.3 million in cash. We recorded a pre-tax loss of $5.6 million on the transaction. We also sold a portion of the assets of the frozen unbaked bread dough product line within our Bakeries and Foodservice segment, including plants in Bakersfield, California; Hazleton, Pennsylvania; Montreal, Canada; and Vinita, Oklahoma, for $43.9 million in cash, an $11.9 million note receivable, and contingent future payments based on the post-sale performance of the product line. Certain assets sold were shared with a frozen dinner roll product line within our U.S. Retail segment, and we exited this product line as a result of the asset sale. We recorded a pre-tax loss of $38.3 million. In fiscal 2010, we recorded cash proceeds of $3.2 million related to the repayment of the note. In fiscal 2009, we sold our PopSecret microwave popcorn product line from our U.S. Retail segment for $192.5 million in cash, and we recorded a pre-tax gain of $128.8 million. We received cash proceeds of $158.9 million after repayment of a lease obligation and transaction costs. In fiscal 2009, we also acquired Humm Foods, Inc. (Humm Foods), the maker of Lrabar fruit and nut energy bars. We issued 1.8 million shares of our common stock with a value of $55.0 million to the shareholders of Humm Foods as consideration for the acquisition. We recorded the purchase price less tangible and intangible net assets acquired as goodwill of $41.6 million. The pro forma effect of this acquisition was not material. NOTE 4. RESTRUCTURING, IMPAIRMENT, AND OTHER EXIT COSTS We view our restructuring activities as a way to meet our long-term growth targets. Activities we undertake must meet internal rate of return and net present value targets. Each restructuring action normally takes one to two years to complete. At completion (or as each major stage is completed in the case of multiyear programs), the project begins to deliver cash savings and/or reduced depreciation. These activities result in various restructuring costs, including asset write-offs, exit charges including severance, contract termination fees, and decommissioning and other costs. Depreciation associated with restructured assets, as used in the context of our disclosures regarding restructuring activity, refers to the increase in depreciation expense caused by shortening the useful life or updating the salvage value of depreciable fixed assets to coincide with the end of production under an approved restructuring plan. Any impairment of the asset is recognized immediately in the period the plan is approved. In fiscal 2011, we recorded restructuring, impairment, and other exit costs pursuant to approved plans as follows: Expense, in Millions Discontinuation of underperforming product line in our U.S. Retail segment Charges associated with restructuring actions previously announced Total $ $ 1.7 2.7 4.4

In fiscal 2011, we decided to exit an underperforming product line in our U.S. Retail segment. As a result of this decision, we concluded that the future cash flows generated by this product line were insufficient to recover the net book value of the associated long-lived assets. Accordingly, we recorded a non-cash charge of $1.7 million related to the impairment of the associated long-lived assets. No employees were affected by these actions. In addition, we recorded $2.7 million of charges associated with restructuring actions previously announced. In fiscal 2011, we paid $5.9 million in cash related to restructuring actions taken in fiscal 2011 and previous years. In fiscal 2010, we recorded restructuring, impairment, and other exit costs pursuant to approved plans as follows: Expense (Income), in Millions Discontinuation of kids' refrigerated yogurt beverage and microwave soup product lines Discontinuation of the breadcrumbs product line at Federalsburg, Maryland plant Sale of Contagem, Brazil bread and pasta plant Charges associated with restructuring actions previously announced Total 51 $ 24.1 6.2 (0.6) 1.7 31.4

In fiscal 2010, we decided to exit our kids' refrigerated yogurt beverage product line at our Murfreesboro, Tennessee plant and our microwave soup product line at our Vineland, New Jersey plant to rationalize capacity for more profitable items. Our decisions to exit these U.S. Retail segment products resulted in a $24.1 million non-cash charge against the related long-lived assets. No employees were affected by these actions. We also decided to exit our breadcrumbs product line at our Federalsburg, Maryland facility in our Bakeries and Foodservice segment. As a result of this decision, we concluded that the future cash flows generated by these products were insufficient to recover the net book value of the associated long-lived assets. Accordingly, we recorded a non-cash charge of $6.2 million primarily related to the impairment of these long-lived assets and in the fourth quarter of fiscal 2010, we sold our breadcrumbs manufacturing facility in Federalsburg for $2.9 million. In fiscal 2010, we also recorded a $0.6 million net gain on the sale of our previously closed Contagem, Brazil bread and pasta plant for cash proceeds of $5.9 million, and recorded $1.7 million of costs related to previously announced restructuring actions. In fiscal 2010, we paid $8.0 million in cash related to restructuring actions taken in fiscal 2010 and previous years. In fiscal 2009, we recorded restructuring, impairment, and other exit costs pursuant to approved plans as follows: Expense, in Millions Closure of Contagem, Brazil bread and pasta plant Discontinuation of product line at Murfreesboro, Tennessee plant Charges associated with restructuring actions previously announced Total The roll forward of our restructuring and other exit cost reserves, included in other current liabilities, is as follows: In Millions Reserve balance as of May 25, 2008 2009 charges, including foreign currency translation Utilized in 2009 Reserve balance as of May 31, 2009 2010 charges, including foreign currency translation Utilized in 2010 Reserve balance as of May 30, 2010 2011 charges, including foreign currency translation Utilized in 2011 Reserve balance as of May 29, 2011 Contract Other Severance Termination Exit Costs Total $ 7.6 $ $ 0.3 $ 7.9 5.5 10.3 15.8 (4.7) (0.2) (4.9) 8.4 10.3 0.1 18.8 0.2 0.8 1.0 (6.0) (3.0) (9.0) 2.6 8.1 0.1 10.8 (0.9) (2.6) (0.1) (3.6) $ 1.7 $ 5.5 $ $ 7.2 16.8 8.3 16.5 41.6

The charges recognized in the roll forward of our reserves for restructuring and other exit costs do not include items charged directly to expense (e.g., asset impairment charges, the gain or loss on the sale of restructured assets, and the write-off of spare parts) and other periodic exit costs recognized as incurred, as those items are not reflected in our restructuring and other exit cost reserves on our Consolidated Balance Sheets. NOTE 5. INVESTMENTS IN JOINT VENTURES We have a 50 percent equity interest in Cereal Partners Worldwide (CPW), which manufactures and markets ready-to-eat cereal products in more than 130 countries and republics outside the United States and Canada. CPW also markets cereal bars in several European countries and manufactures private label cereals for customers in the United Kingdom. We have guaranteed a portion of CPW's debt and its pension obligation in the United Kingdom. We also have a 50 percent equity interest in Hagen-Dazs Japan, Inc. (HDJ). This joint venture manufactures, distributes, and markets Hagen-Dazs ice cream products and frozen novelties. Results from our CPW and HDJ joint ventures are reported for the 12 months ended March 31. 52

Joint venture balance sheet activity follows: In Millions Cumulative investments Goodwill and other intangibles Aggregate advances Joint venture earnings and cash flow activity follows: In Millions Sales to joint ventures Net advances (repayments) Dividends received 2011 $ 10.2 1.8 72.7 $ Fiscal Year 2010 10.7 128.1 88.0 $ 2009 14.2 (8.2) 68.5 May 29, 2011 $ 519.1 597.1 293.3 $ May 30, 2010 398.1 512.6 238.2

Summary combined financial information for the joint ventures on a 100 percent basis follows: In Millions Net sales Gross margin Earnings before income taxes Earnings after income taxes In Millions Current assets Noncurrent assets Current liabilities Noncurrent liabilities NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS The components of goodwill and other intangible assets are as follows: In Millions Goodwill Other intangible assets: Intangible assets not subject to amortization: Brands Intangible assets subject to amortization: Patents, trademarks, and other finite-lived intangibles Less accumulated amortization Intangible assets subject to amortization Other intangible assets Total 53 May 29, 2011 6,750.8 3,771.7 69.2 (27.6) 41.6 3,813.3 10,564.1 $ May 30, 2010 6,592.8 3,679.6 54.4 (19.0) 35.4 3,715.0 10,307.8 2011 $ 2,444.9 1,066.3 233.4 164.2 May 29, 2011 $ 904.7 1,138.0 1,690.1 103.3 $ $ Fiscal Year 2010 2,360.0 1,053.2 251.2 202.3 2009 $ 2,280.0 873.5 234.7 175.3 May 30, 2010 731.7 907.3 1,322.0 112.1

The changes in the carrying amount of goodwill for fiscal 2009, 2010, and 2011 are as follows: Bakeries and Joint U.S. Retail International Foodservice Ventures Total In Millions Balance as of May 25, 2008 $ 5,107.0 $ 146.4 $ 955.7 $ 577.0 $6,786.1 Acquisition 41.6 41.6 Divestitures (17.8) (0.1) (23.7) (41.6) Deferred tax adjustment related to divestitures (46.5) (4.5) (12.8) (63.8) Deferred tax adjustment resulting from change in acquisition-related income tax liabilities 14.0 1.3 3.8 19.1 Other activity, primarily foreign currency translation (19.8) (58.6) (78.4) Balance as of May 31, 2009 5,098.3 123.3 923.0 518.4 6,663.0 Other activity, primarily foreign currency translation (1.3) (68.9) (70.2) Balance as of May 30, 2010 5,098.3 122.0 923.0 449.5 6,592.8 Acquisitions 44.6 26.9 71.5 Divestitures (0.5) (1.9) (2.4) Other activity, primarily foreign currency translation 14.2 74.7 88.9 Balance as of May 29, 2011 $ 5,142.9 $ 162.6 $ 921.1 $ 524.2 $6,750.8 The changes in the carrying amount of other intangible assets for fiscal 2009, 2010, and 2011 are as follows: In Millions Balance as of May 25, 2008 Acquisition Other activity, primarily foreign currency translation Balance as of May 31, 2009 Other activity, primarily foreign currency translation Balance as of May 30, 2010 Acquisitions Other activity, primarily foreign currency translation Balance as of May 29, 2011 54 Joint U.S. Retail International Ventures Total $ 3,175.2 $ 518.8 $ 83.2 $ 3,777.2 19.4 19.4 14.3 (56.2) (7.7) (49.6) 3,208.9 462.6 75.5 3,747.0 (2.3) (17.3) (12.4) (32.0) 3,206.6 445.3 63.1 3,715.0 39.3 6.0 45.3 (3.4) 46.6 9.8 53.0 $ 3,242.5 $ 497.9 $ 72.9 $ 3,813.3

NOTE 7. FINANCIAL INSTRUMENTS, RISK MANAGEMENT ACTIVITIES, AND FAIR VALUES FINANCIAL INSTRUMENTS The carrying values of cash and cash equivalents, receivables, accounts payable, other current liabilities, and notes payable approximate fair value. Marketable securities are carried at fair value. As of May 29, 2011, and May 30, 2010, a comparison of cost and market values of our marketable debt and equity securities is as follows: Cost Fiscal Year 2010 2011 $ $ 8.9 2.0 10.9 $ $ 11.8 6.1 17.9 $ $ Market Value Fiscal Year 2010 2011 9.0 6.0 15.0 $ $ 11.9 15.5 27.4 $ $ Gross Gains Fiscal Year 2010 2011 0.1 4.0 4.1 $ $ 0.1 9.4 9.5 $ $ Gross Losses Fiscal Year 2010 2011 $ $

In Millions Available for sale: Debt securities Equity securities Total

Earnings include $10.5 million of realized gains from sales of available-for-sale marketable securities. Gains and losses are determined by specific identification. Classification of marketable securities as current or noncurrent is dependent upon our intended holding period, the security's maturity date, or both. The aggregate unrealized gains and losses on available-for-sale securities, net of tax effects, are classified in AOCI within stockholders' equity. Scheduled maturities of our marketable securities are as follows: Available for Sale In Millions Under 1 year (current) From 1 to 3 years From 4 to 7 years Over 7 years Equity securities Total Cost $ 2.7 0.7 5.2 0.3 2.0 10.9 $ Market Value 2.7 0.7 5.3 0.3 6.0 15.0

Marketable securities with a market value of $2.3 million as of May 29, 2011, were pledged as collateral for certain derivative contracts. The fair value and carrying amount of long-term debt, including the current portion, were $7,164.5 million and $6,573.8 million as of May 29, 2011. 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. RISK MANAGEMENT ACTIVITIES As a part of our ongoing operations, we are exposed to market risks such as changes in interest rates, foreign currency exchange rates, and commodity prices. To manage these risks, we may enter into various derivative transactions (e.g., futures, options, and swaps) pursuant to our established policies. COMMODITY PRICE RISK Many commodities we use in the production and distribution of our products are exposed to market price risks. We utilize derivatives to manage price risk for our principal ingredients and energy costs, including grains (oats, wheat, and corn), oils (principally soybean), non-fat dry milk, 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. 55

Although we do not meet the criteria for cash flow hedge accounting, we nonetheless believe that these instruments are effective in achieving our objective of providing certainty in the future price of commodities purchased for use in our supply chain. Accordingly, for purposes of measuring segment operating performance these gains and losses are reported in unallocated corporate items outside of segment operating results until such time that the exposure we are managing affects earnings. At that time we reclassify the gain or loss from unallocated corporate items to segment operating profit, allowing our operating segments to realize the economic effects of the derivative without experiencing any resulting mark-to-market volatility, which remains in unallocated corporate items. Unallocated corporate items for fiscal 2011 and fiscal 2010 included: In Millions Net gain (loss) on mark-to-market valuation of commodity positions Net loss (gain) on commodity positions reclassified from unallocated corporate items to segment operating profit Net mark-to-market revaluation of certain grain inventories Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items Fiscal Year 2010 2009 2011 $ 160.3 $ (54.7) $ (249.6) 55.7 134.8 (93.6) (8.1) (4.1) 28.5 $ 95.2 $ (7.1) $ (118.9)

As of May 29, 2011, the net notional value of commodity derivatives was $347.5 million, of which $160.7 million related to agricultural inputs and $186.8 million related to energy inputs. These contracts relate to inputs that generally will be utilized within the next 12 months. INTEREST RATE RISK We are exposed to interest rate volatility with regard to future issuances of fixed-rate debt, and existing and future issuances of floating-rate debt. Primary exposures include U.S. Treasury rates, LIBOR, and commercial paper rates in the United States and Europe. We use interest rate swaps and forward-starting interest rate swaps to hedge our exposure to interest rate changes, to reduce the volatility of our financing costs, and to achieve a desired proportion of fixed versus floating-rate debt, based on current and projected market conditions. Generally under these swaps, we agree with a counterparty to exchange the difference between fixed-rate and floating-rate interest amounts based on an agreed upon notional principal amount. Floating Interest Rate Exposures Floating-to-fixed interest rate swaps are accounted for as cash flow hedges, as are all hedges of forecasted issuances of debt. Effectiveness is assessed based on either the perfectly effective hypothetical derivative method or changes in the present value of interest payments on the underlying debt. Effective gains and losses deferred to AOCI are reclassified into earnings over the life of the associated debt. Ineffective gains and losses are recorded as net interest. The amount of hedge ineffectiveness was less than $1 million in each of fiscal 2011, 2010 and 2009. Fixed Interest Rate Exposures Fixed-to-floating interest rate swaps are accounted for as fair value hedges with effectiveness assessed based on changes in the fair value of the underlying debt and derivatives, using incremental borrowing rates currently available on loans with similar terms and maturities. Ineffective gains and losses on these derivatives and the underlying hedged items are recorded as net interest. The amount of hedge ineffectiveness was less than $1 million in each of fiscal 2011, 2010 and 2009. During the fourth quarter of fiscal 2011, we entered into swaps to convert $300.0 million of 1.55% fixed-rate notes due May 16, 2014, to floating rates. We also entered into $500.0 million of forward starting swaps with an average fixed rate of 3.9 percent in advance of a planned debt financing. During the fourth quarter of fiscal 2010, in advance of a planned debt financing, we entered into $500.0 million of treasury lock derivatives with an average fixed rate of 4.3 percent. All of these treasury locks were cash settled for $17.1 million during the first quarter of fiscal 2011, coincident with the issuance of our $500.0 million 30-year fixed-rate notes. As of May 29, 2011, a $16.2 million pre-tax loss remained in AOCI, which will be reclassified to earnings over the term of the underlying debt. During the second quarter of fiscal 2010 we entered into $700.0 million of interest rate swaps to convert $700.0 million of 5.65 percent fixed-rate notes to floating rates. In May 2010, we repurchased $179.2 million of our 5.65 percent notes, and as a result, we received $2.7 million to settle a portion of these swaps that related to the repurchased debt. In anticipation of our acquisition of The Pillsbury Company (Pillsbury) and other financing needs, we entered into pay-fixed interest rate swap contracts during fiscal 2001 and 2002 totaling $7.1 billion to lock in our interest payments on the associated debt. The remaining $1.6 billion of these pay-fixed swap contracts along with $1.6 billion of offsetting pay-floating swaps were cash settled for 56

$22.3 million during the third quarter of fiscal 2011. As of May 29, 2011, a $0.5 million pre-tax loss remained in AOCI, which will be reclassified to earnings over the remaining term of the underlying debt. As of May 29, 2011, a $12.7 million pre-tax loss on cash settled interest rate swaps for our $1.0 billion 10-year note issued January 24, 2007 remained in AOCI, which will be reclassified to earnings over the term of the underlying debt. The following table summarizes the notional amounts and weighted-average interest rates of our interest rate swaps. Average floating rates are based on rates as of the end of the reporting period. In Millions Pay-floating swaps notional amount Average receive rate Average pay rate Pay-fixed swaps notional amount Average receive rate Average pay rate Pay-fixed forward starting swaps - notional amount The swap contracts mature at various dates from fiscal 2012 to 2014 as follows: Fiscal Year Maturity Date In Millions 2012 2013 2014 Total FOREIGN EXCHANGE RISK Foreign currency fluctuations affect our net investments in foreign subsidiaries and foreign currency cash flows related to foreign-denominated commercial paper, third party purchases, intercompany loans, and product shipments. We are also exposed to the translation of foreign currency earnings to the U.S. dollar. Our principal exposures are to the Australian dollar, British pound sterling, Canadian dollar, Chinese renminbi, euro, Japanese yen, Swiss franc, and Mexican peso. We mainly use foreign currency forward contracts to selectively hedge our foreign currency cash flow exposures. We also generally swap our foreign-denominated commercial paper borrowings and nonfunctional currency intercompany loans back to U.S. dollars or the functional currency; the gains or losses on these derivatives offset the foreign currency revaluation gains or losses recorded in earnings on the associated borrowings. We generally do not hedge more than 18 months forward. As of May 29, 2011, the notional value of foreign exchange derivatives was $2,436.5 million. The amount of hedge ineffectiveness was less than $1 million in each of fiscal 2011, 2010 and 2009. As discussed in Note 3, during the fourth quarter of fiscal 2011 we entered into definitive agreements with PAI Partners and Sodiaal International to purchase interests in Yoplait entities for $1.2 billion. To reduce the risk of the U.S. dollar cost of the euro-denominated acquisition, we purchased call options covering 637 million at a cost of $12.7 million. As of May 29, 2011, we recorded a $2.2 million unrealized gain on these derivatives. We also have many net investments in foreign subsidiaries that are denominated in euros. We hedged a portion of these net investments by issuing eurodenominated commercial paper and foreign exchange forward contracts. As of May 29, 2011, we had deferred net foreign currency transaction losses of $95.7 million in AOCI associated with hedging activity. 57 Pay Floating $ $ 3.4 534.6 300.0 838.0 $ $ Pay Fixed 500.0 500.0 May 29, 2011 838.0 1.8% 0.2% % % 500.0 May 30, 2010 2,155.6 4.8% 0.3% 1,600.0 0.3% 7.3%

$ $ $

$ $ $

FAIR VALUE MEASUREMENTS AND FINANCIAL STATEMENT PRESENTATION 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. The fair values of our assets, liabilities, and derivative positions recorded at fair value as of May 29, 2011 and May 30, 2010, were as follows: May 29, 2011 Fair Values of Assets Level 1 Level 2 Level 3 Total $ $ 14.6 14.6 11.2 $ 10.1 21.3 2.2 57.1 16.3 61.1 136.7 May 29, 2011 Fair Values of Liabilities Level 1 Level 2 Level 3 Total $ (21.3) $ (14.9) (36.2) (0.9) (19.9) (29.0) (49.8) $ (21.3) (14.9) (36.2) (0.9) (19.9) (29.0) (49.8)

In Millions Derivatives designated as hedging instruments: Interest rate contracts (a) (b) Foreign exchange contracts (c) (d) Total Derivatives not designated as hedging instruments: Interest rate contracts (a) (b) Foreign exchange contracts (c) (d) Commodity contracts (c) (e) Grain contracts (c) (e) Total Other assets and liabilities reported at fair value: Marketable investments (a) (f) Total Total assets, liabilities, and derivative positions recorded at fair value

$ 11.2 $ 10.1 21.3 2.2 57.1 30.9 61.1 151.3

$ 58

5.9 9.1 5.9 9.1 20.5 $ 167.1 $

15.0 15.0 $ 187.6 $

$ (86.0) $

$ (86.0)

In Millions Derivatives designated as hedging instruments: Interest rate contracts (a) (b) Foreign exchange contracts (c) (d) Total Derivatives not designated as hedging instruments: Interest rate contracts (a) (b) Foreign exchange contracts (c) (d) Commodity contracts (c) (e) Grain contracts (c) (e) Total

May 30, 2010 Fair Values of Assets Level 1 Level 2 Level 3 Total $ 5.8 8.6 14.4 124.3 9.5 7.4 11.9 153.1

May 30, 2010 Fair Values of Liabilities Level 1 Level 2 Level 3 Total (5.6) (5.6) (17.1) (12.5) (29.6) (163.1) (1.0) (13.0) (177.1) $ (17.1) (12.5) (29.6) (163.1) (1.0) (5.6) (13.0) (182.7)

$ 5.8 $ 8.6 14.4 124.3 9.5 7.4 11.9 153.1

Other assets and liabilities reported at fair value: Marketable investments (a) (f) 15.5 11.9 27.4 Long-lived assets (g) 0.4 0.4 Total 15.5 12.3 27.8 Total assets, liabilities, and derivative positions recorded at fair value $ 15.5 $ 179.8 $ $ 195.3 $ (5.6) $ (206.7) $ $ (212.3) (a) These contracts and investments are recorded as other assets or as other liabilities, as appropriate, based on whether in a gain or loss position. Certain marketable investments are recorded as cash and cash equivalents. (b) Based on LIBOR and swap rates. (c) These contracts are recorded as prepaid expenses and other current assets or as other current liabilities, as appropriate, based on whether in a gain or loss position. (d) Based on observable market transactions of spot currency rates and forward currency prices. (e) Based on prices of futures exchanges and recently reported transactions in the marketplace. (f) Based on prices of common stock and bond matrix pricing. (g) We recorded a $6.6 million non-cash impairment charge in fiscal 2010 to write down certain long-lived assets to their fair value of $0.4 million. Fair value was based on recently reported transactions for similar assets in the marketplace. These assets had a book value of $7.0 million and were associated with the exit activities described in Note 4. We did not significantly change our valuation techniques from prior periods. 59

Information related to our cash flow hedges, fair value hedges, and other derivatives not designated as hedging instruments for the fiscal years ended May 29, 2011, and May 30, 2010, follows:
Interest Rate Contracts Fiscal Year 2010 2011 $ (20.9) $ (11.7) $ (18.0) (13.1) (0.3) (0.4) 0.3 1.0 0.2 0.2 Foreign Exchange Contracts Fiscal Year 2010 2011 (18.9) (16.7) 0.3 23.7 $ Equity Contracts Fiscal Year 2010 2011 $ $ 0.2 Commodity Contracts Fiscal Year 2010 2011 $ 160.3 Total Fiscal Year 2010 2011

In Millions Derivatives in Cash Flow Hedging Relationships: Amount of loss recognized in other comprehensive income (OCI) (a) Amount of loss reclassified from AOCI into earnings (a) (b) Amount of gain (loss) recognized in earnings (c) (d) Derivatives in Fair Value Hedging Relationships: Amount of net gain recognized in earnings (e) Derivatives Not Designated as Hedging Instruments: Amount of gain (loss) recognized in earnings (e)

(13.3) $ (26.4) (0.5) 13.3

$ (39.8) $ (25.0) (44.4) (29.8) (0.8) (0.1) (54.7) 0.3 185.0 0.2 (41.0)

(a) Effective portion. (b) Loss reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for foreign exchange contracts. (c) All gain (loss) recognized in earnings is related to the ineffective portion of the hedging relationship. No amounts were reported as a result of being excluded from the assessment of hedge effectiveness. (d) Gain (loss) recognized in earnings is reported in SG&A expenses for foreign exchange contracts. (e) Gain (loss) recognized in earnings is reported in interest, net for interest rate contracts, in cost of sales for commodity contracts, and in SG&A expenses for equity contracts and foreign exchange contracts. AMOUNTS RECORDED IN ACCUMULATED OTHER COMPREHENSIVE LOSS Unrealized losses from interest rate cash flow hedges recorded in AOCI as of May 29, 2011, totaled $30.0 million after tax. These deferred losses are primarily related to interest rate swaps that we entered into in contemplation of future borrowings and other financing requirements and that are being reclassified into net interest over the lives of the hedged forecasted transactions. Unrealized losses from foreign currency cash flow hedges recorded in AOCI as of May 29, 2011, were $5.8 million after-tax. The net amount of pre-tax gains and losses in AOCI as of May 29, 2011, that we expect to be reclassified into net earnings within the next 12 months is $11.7 million of expense. CREDIT-RISK-RELATED CONTINGENT FEATURES Certain of our derivative instruments contain provisions that require us to maintain an investment grade credit rating on our debt from each of the major credit rating agencies. If our debt were to fall below investment grade, the counterparties to the derivative instruments could request full collateralization on derivative instruments in net liability positions. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position on May 29, 2011, was $6.3 million. We would be required to post this amount of collateral to the counterparties if the contingent features were triggered. CONCENTRATIONS OF CREDIT AND COUNTERPARTY CREDIT RISK During fiscal 2011, Wal-Mart Stores, Inc. and its affiliates (Wal-Mart) accounted for 23 percent of our consolidated net sales and 30 percent of our net sales in the U.S. Retail segment. No other customer accounted for 10 percent or more of our consolidated net sales. Wal-Mart also represented 6 percent of our net sales in the International segment and 7 percent of our net sales in the Bakeries and Foodservice segment. As of May 29, 2011, Wal-Mart accounted for 26 percent of our U.S. Retail receivables, 5 percent of our International receivables, and 9 percent of our Bakeries and Foodservice receivables. The five largest customers in our U.S. Retail segment accounted for 53 percent of its fiscal 2011 net sales, the five largest customers in our International segment accounted for 24 percent of its fiscal 2011 net sales, and the five largest customers in our Bakeries and Foodservice segment accounted for 45 percent of its fiscal 2011 net sales. 60

We enter into interest rate, foreign exchange, and certain commodity and equity derivatives, primarily with a diversified group of highly rated counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and, by policy, limit the amount of credit exposure to any one party. These transactions may expose us to potential losses due to the risk of nonperformance by these counterparties; however, we have not incurred a material loss. We also enter into commodity futures transactions through various regulated exchanges. The amount of loss due to the credit risk of the counterparties, should the counterparties fail to perform according to the terms of the contracts, is $63.1 million against which we do not hold collateral. Under the terms of master swap agreements, some of our transactions require collateral or other security to support financial instruments subject to threshold levels of exposure and counterparty credit risk. Collateral assets are either cash or U.S. Treasury instruments and are held in a trust account that we may access if the counterparty defaults. NOTE 8. DEBT Notes Payable The components of notes payable and their respective weighted-average interest rates at the end of the periods were as follows: May 29, 2011 WeightedAverage Notes Interest Payable Rate 192.5 118.8 311.3 May 30, 2010 WeightedAverage Notes Interest Payable Rate 973.0 0.3% 77.1 10.6 1,050.1 1.1%

In Millions U.S. commercial paper Financial institutions Total

$ $

0.2% 11.5 4.5%

$ $

To ensure availability of funds, we maintain bank credit lines sufficient to cover our outstanding short-term borrowings. Commercial paper is a continuing source of short-term financing. We issue commercial paper in the United States and Europe. Our commercial paper borrowings are supported by $2.9 billion of fee-paid committed credit lines, consisting of a $1.8 billion facility expiring in October 2012 and a $1.1 billion facility expiring in October 2013. We also have $311.8 million in uncommitted credit lines that support our foreign operations. As of May 29, 2011, there were no amounts outstanding on the fee-paid committed credit lines and $118.8 million was drawn on the uncommitted lines. The credit facilities contain several covenants, including a requirement to maintain a fixed charge coverage ratio of at least 2.5. We were in compliance with all credit facility covenants as of May 29, 2011. Long-Term Debt In May 2011, we issued $300.0 million aggregate principal amount of 1.55 percent fixed-rate notes and $400.0 million aggregate principal amount of floatingrate notes, both due May 16, 2014. The proceeds of these notes were used to repay a portion of our outstanding commercial paper. The floating-rate notes bear interest equal to three-month LIBOR plus 35 basis points, subject to quarterly reset. Interest on the floating-rate notes is payable quarterly in arrears. Interest on the fixed-rate notes is payable semi-annually in arrears. The fixed-rate notes may be redeemed at our option at any time for a specified make whole amount. These notes are senior unsecured, unsubordinated obligations that include a change of control repurchase provision. In June 2010, we issued $500.0 million aggregate principal amount of 5.4 percent notes due 2040. The proceeds of these notes were used to repay a portion of our outstanding commercial paper. Interest on these notes is payable semi-annually in arrears. These notes may be redeemed at our option at any time for a specified make whole amount. These notes are senior unsecured, unsubordinated obligations that include a change of control repurchase provision. In May 2010, we paid $437.0 million to repurchase in a cash tender offer $400.0 million of our previously issued debt. We repurchased $220.8 million of our 6.0 percent notes due 2012 and $179.2 million of our 5.65 percent notes due 2012. We issued commercial paper to fund the repurchase. In January 2009, we issued $1.2 billion aggregate principal amount of 5.65 percent notes due 2019. In August 2008, we issued $700.0 million aggregate principal amount of 5.25 percent notes due 2013. The proceeds of these notes were used to repay a portion of our outstanding commercial paper. Interest on these notes is payable semi-annually in arrears. These notes may be redeemed at our option at any time for a specified make whole amount. These notes are senior unsecured, unsubordinated obligations that include a change of control repurchase provision. Certain of our long-term debt agreements contain restrictive covenants. As of May 29, 2011, we were in compliance with all of these covenants. 61

As of May 29, 2011, the $48.4 million pre-tax loss recorded in AOCI associated with our previously designated interest rate swaps will be reclassified to net interest over the remaining lives of the hedged transactions. The amount expected to be reclassified from AOCI to net interest in fiscal 2012 is $4.3 million pre-tax. A summary of our long-term debt is as follows: In Millions 5.65% notes due February 15, 2019 6% notes due February 15, 2012 5.7% notes due February 15, 2017 5.2% notes due March 17, 2015 5.25% notes due August 15, 2013 5.65% notes due September 10, 2012 5.4% notes due June 15, 2040 1.55% notes due May 16, 2014 Floating-rate notes due May 16, 2014 Medium-term notes, 0.1% to 6.5%, due fiscal 2012 or later Debt of consolidated contract manufacturer Other, including capital leases Less amount due within one year Total long-term debt May 29, 2011 1,150.0 $ 1,019.5 1,000.0 750.0 700.0 520.8 500.0 300.0 400.0 204.4 15.0 14.1 6,573.8 (1,031.3) 5,542.5 $ May 30, 2010 1,150.0 1,019.5 1,000.0 750.0 700.0 520.8 204.4 20.9 10.2 5,375.8 (107.3) 5,268.5

Principal payments due on long-term debt in the next five years based on stated contractual maturities, our intent to redeem, or put rights of certain note holders are $1,031.3 million in fiscal 2012, $733.6 million in fiscal 2013, $1,402.6 million in fiscal 2014, $750.1 million in fiscal 2015, and less than $1 million in fiscal 2016. NOTE 9. NONCONTROLLING INTERESTS Our principal noncontrolling interest relates to our subsidiary General Mills Cereals, LLC (GMC). GMC issued a managing membership interest and limited preferred membership interests to certain of our wholly owned subsidiaries. We continue to hold the entire managing membership interest, and therefore direct the operations of GMC. We currently hold all interests in GMC other than Class A Limited Membership Interests (Class A Interests) which are held by an unrelated third-party investor. As of May 29, 2011, the carrying value of all outstanding Class A Interests was $242.3 million, classified as noncontrolling interests on our Consolidated Balance Sheets. The holder of the Class A Interests receives quarterly preferred distributions from available net income based on the application of a floating preferred return rate, currently equal to the sum of three-month LIBOR plus 65 basis points, to the holder's capital account balance established in the most recent mark-tomarket valuation (currently $248.1 million). For financial reporting purposes, the assets, liabilities, results of operations, and cash flows of GMC are included in our Consolidated Financial Statements. The return to the third-party investor is reflected in net earnings attributable to noncontrolling interests in the Consolidated Statements of Earnings. In addition, we have seven foreign subsidiaries that have minority interests totaling $4.4 million as of May 29, 2011. Our noncontrolling interests contain restrictive covenants. As of May 29, 2011, we were in compliance with all of these covenants. NOTE 10. STOCKHOLDERS' EQUITY Cumulative preference stock of 5.0 million shares, without par value, is authorized but unissued. During fiscal 2011, we repurchased 31.8 million shares of common stock for an aggregate purchase price of $1,163.5 million. During fiscal 2010, we repurchased 21.3 million shares of common stock for an aggregate purchase price of $691.8 million. During fiscal 2009, we repurchased 40.4 million shares of common stock for an aggregate purchase price of $1,296.4 million. 62

On June 28, 2010, our Board of Directors authorized the repurchase of up to 100 million shares of our common stock. Purchases under the authorization can be made in the open market or in privately negotiated transactions, including the use of call options and other derivative instruments, Rule 10b5-1 trading plans, and accelerated repurchase programs. The authorization has no specified termination date. The following table provides details of total comprehensive income: In Millions Net earnings attributable to General Mills Net earnings attributable to noncontrolling interests Net earnings, including earnings attributable to noncontrolling interests Other comprehensive income (loss): Foreign currency translation Net actuarial gain Other fair value changes: Securities Hedge derivatives Reclassification to earnings: Hedge derivatives Amortization of losses and prior service costs Other comprehensive income (loss) in accumulated other comprehensive loss Other comprehensive income attributable to noncontrolling interests Other comprehensive income (loss) Total comprehensive income Pretax Fiscal 2011 Tax $ $ $ 358.3 $ 93.5 (5.8) (39.8) 29.8 108.7 544.7 0.7 545.4 $ $ (32.4) 2.2 14.4 (11.3) (41.5) (68.6) (68.6) $ $ Net 1,798.3 5.2 1,803.5 358.3 61.1 (3.6) (25.4) 18.5 67.2 476.1 0.7 476.8 2,280.3

In Millions Net earnings attributable to General Mills Net earnings attributable to noncontrolling interests Net earnings, including earnings attributable to noncontrolling interests Other comprehensive income (loss): Foreign currency translation Net actuarial loss Other fair value changes: Securities Hedge derivatives Reclassification to earnings: Hedge derivatives Amortization of losses and prior service costs Other comprehensive income (loss) in accumulated other comprehensive loss Other comprehensive loss attributable to noncontrolling interests Other comprehensive income (loss) Total comprehensive income 63

Pretax

Fiscal 2010 Tax $ $

Net 1,530.5 4.5 1,535.0 (163.3) (471.5) 1.2 (14.4) 27.4 11.5 (609.1) 0.2 (608.9) 926.1

(163.3) $ (786.3) 1.9 (25.0) 44.4 19.1 (909.2) 0.2 (909.0) $

$ 314.8 (0.7) 10.6 (17.0) (7.6) 300.1 300.1 $ $

In Millions Net earnings attributable to General Mills Net earnings attributable to noncontrolling interests Net earnings, including earnings attributable to noncontrolling interests Other comprehensive income (loss): Foreign currency translation Net actuarial loss Other fair value changes: Securities Hedge derivatives Reclassification to earnings: Hedge derivatives Amortization of losses and prior service costs Other comprehensive income (loss) in accumulated other comprehensive loss Other comprehensive income attributable to noncontrolling interests Other comprehensive income (loss) Total comprehensive income

Pretax

Fiscal 2009 Tax $ $

Net 1,304.4 9.3 1,313.7 (286.6) (776.2) (0.4) 4.6 (7.3) 15.0 (1,050.9) (1.2) (1,052.1) 261.6

(286.6) $ (1,254.0) (0.6) 8.0 (11.9) 24.2 (1,520.9) (1.2) (1,522.1) $

$ 477.8 0.2 (3.4) 4.6 (9.2) 470.0 470.0 $ $

During fiscal 2009, we incurred unrecognized losses in excess of $1.1 billion on assets, primarily equity securities, in our defined benefit pension and other postretirement benefit plans. These losses were recognized in other comprehensive income. In fiscal 2010 and future years, the losses are reflected in pension expense using the market-related value of the plan assets over a five year period and amortized using a declining balance method over the average remaining service period of active plan participants. In fiscal 2011, 2010, and 2009, except for reclassifications to earnings, changes in other comprehensive income (loss) were primarily non-cash items. Accumulated other comprehensive loss balances, net of tax effects, were as follows: In Millions Foreign currency translation adjustments Unrealized gain (loss) from: Securities Hedge derivatives Pension, other postretirement, and postemployment benefits: Net actuarial loss Prior service costs Accumulated other comprehensive loss NOTE 11. STOCK PLANS We use broad-based stock plans to help ensure that management's interests are aligned with those of our stockholders. As of May 29, 2011, a total of 16,942,290 shares were available for grant in the form of stock options, restricted shares, restricted stock units, and shares of common stock under the 2009 Stock Compensation Plan (2009 Plan) and the 2006 Compensation Plan for Non-Employee Directors (2006 Director Plan). The 2009 Plan also provides for the issuance of cash-settled share-based units. Stock-based awards now outstanding include some granted under the 1995, 1996, 1998 (senior management), 1998 (employee), 2001, 2003, 2005, and 2007 stock plans and the Executive Incentive Plan (EIP), under which no further awards may be granted. The stock plans provide for full vesting of options, restricted shares, restricted stock units, and cash-settled share-based units upon completion of specified service periods or in certain circumstances, following a change of control. 64 May 29, 2011 553.2 2.0 (35.8) (1,509.5) (20.7) (1,010.8) $ May 30, 2010 194.9 5.6 (28.9) (1,611.0) (47.5) (1,486.9)

Stock Options The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were as follows: 2011 4.12 2.9% 8.5 years 18.5% 3.0% Fiscal Year 2010 $ 3.20 3.7% 8.5 years 18.9% 3.4% 2009 4.70 4.4% 8.5 years 16.1% 2.7%

Estimated fair values of stock options granted Assumptions: Risk-free interest rate Expected term Expected volatility Dividend yield

The valuation of stock options is a significant accounting estimate that requires us to use judgments and assumptions that are likely to have a material impact on our financial statements. Annually, we make predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We estimate the fair value of each option on the grant date using a Black-Scholes option-pricing model, which requires us to make predictive assumptions regarding future stock price volatility, employee exercise behavior, 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 expected term represents the period of time that options granted are expected to be outstanding based on historical data to estimate option exercises and employee terminations within the valuation model. Separate groups of employees have similar historical exercise behavior and therefore were aggregated into a single pool for valuation purposes. The weighted-average expected term for all employee groups is presented in the table above. The risk-free interest rate for periods during the expected term of the options is based on the U.S. Treasury zero-coupon yield curve in effect at the time of grant. Any corporate income tax benefit realized upon exercise or vesting of an award in excess of that previously recognized in earnings (referred to as a windfall tax benefit) is presented in the Consolidated Statements of Cash Flows as a financing cash flow. Realized windfall tax benefits are credited to additional paid-in capital within the Consolidated Balance Sheets. Realized shortfall tax benefits (amounts which are less than that previously recognized in earnings) are first offset against the cumulative balance of windfall tax benefits, if any, and then charged directly to income tax expense, potentially resulting in volatility in our consolidated effective income tax rate. We calculated a cumulative memo balance of windfall tax benefits from post-1995 fiscal years for the purpose of accounting for future shortfall tax benefits. Options may be priced at 100 percent or more of the fair market value on the date of grant, and generally vest four years after the date of grant. Options generally expire within 10 years and one month after the date of grant. 65

Information on stock option activity follows: WeightedAverage Exercise Price Per Share 21.23 WeightedAverage Exercise Price Per Share 22.68 31.74 19.60 27.50 23.84 27.99 19.87 24.82 25.17 37.38 22.59 31.26 26.82

Balance as of May 25, 2008 Granted Exercised Forfeited or expired Balance as of May 31, 2009 Granted Exercised Forfeited or expired Balance as of May 30, 2010 Granted Exercised Forfeited or expired Balance as of May 29, 2011

Options Exercisable (Thousands) 76,389.2 $

67,619.2

21.96

47,726.6

22.89

39,221.7 $

23.78

Options Outstanding (Thousands) 106,042.4 $ 6,495.4 (17,548.4) (382.4) 94,607.0 6,779.4 (20,013.6) (268.2) 81,104.6 5,234.3 (18,665.4) (126.2) 67,547.3 $

Stock-based compensation expense related to stock option awards was $26.8 million in fiscal 2011, $34.4 million in fiscal 2010, and $40.0 million in fiscal 2009. 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: In Millions Net cash proceeds Intrinsic value of options exercised 2011 $ $ 410.4 275.6 Fiscal Year 2010 $ 388.5 $ 271.8 2009 $ $ 305.9 226.7

Restricted Stock, Restricted Stock Units, and Cash-Settled Share-Based Units Stock and units settled in stock subject to a restricted period and a purchase price, if any (as determined by the Compensation Committee of the Board of Directors), may be granted to key employees under the 2009 Plan. Certain restricted stock and restricted stock unit awards require the employee to deposit personally owned shares (on a one-for-one basis) during the restricted period. Restricted stock and restricted stock units generally vest and become unrestricted four years after the date of grant. Participants are entitled to dividends on such awarded shares and units, but only receive those amounts if the shares or units vest. The sale or transfer of these shares and units is restricted during the vesting period. Participants holding restricted stock, but not restricted stock units, are entitled to vote on matters submitted to holders of common stock for a vote. 66

Information on restricted stock unit and cash-settled share-based units activity follows: Equity Classified WeightedShare-Settled Average Units Grant-Date Fair (Thousands) Value 10,209.8 $ 28.49 2,406.7 35.47 (3,161.0) 26.46 (285.6) 31.61 9,169.9 $ 30.92 Liability Classified WeightedCash-Settled WeightedAverage Share-Based Average Grant-Date Fair Units Grant-Date Fair Value (Thousands) Value $ 28.64 3,703.7 $ 29.65 37.40 1,217.2 37.40 29.02 (245.2) 31.33 30.04 (160.6) 31.36 $ 31.01 4,515.1 $ 31.58 Fiscal Year 2010 4,745.7 $ 28.03

Non-vested as of May 30, 2010 Granted Vested Forfeited or expired Non-vested as of May 29, 2011

Share-Settled Units (Thousands) 424.3 127.7 (78.1) (36.7) 437.2

Number of units granted (thousands) Weighted average price per unit

2011 3,751.6 36.16

2009 4,348.0 31.70

The total grant-date fair value of restricted stock unit awards that vested during fiscal 2011 was $93.6 million, and $26.1 million vested during fiscal 2010. As of May 29, 2011, unrecognized compensation expense related to non-vested stock options and restricted stock units was $170.7 million. This expense will be recognized over 19 months, on average. Stock-based compensation expense related to restricted stock units and cash-settled share-based payment awards was $141.2 million for fiscal 2011, $131.0 million for fiscal 2010, and $101.4 million for fiscal 2009. NOTE 12. EARNINGS PER SHARE Basic and diluted earnings per share (EPS) were calculated using the following: In Millions, Except per Share Data Net earnings attributable to General Mills 2011 1,798.3 Fiscal Year 2010 $ 1,530.5 2009 1,304.4

Average number of common shares basic EPS 659.6 663.7 642.7 Incremental share effect from: (a) Stock options 17.7 17.9 16.6 Restricted stock, restricted stock units, and other 6.0 5.5 5.5 Average number of common shares diluted EPS 683.3 687.1 664.8 Earnings per share basic 2.32 $ 1.96 $ 2.80 $ Earnings per share diluted 2.24 $ 1.90 $ 2.70 $ (a) Incremental shares from stock options and restricted stock units are computed by the treasury stock method. Stock options and restricted stock units excluded from our computation of diluted EPS because they were not dilutive were as follows: In Millions Anti-dilutive stock options and restricted stock units 67 2011 4.8 Fiscal Year 2010 6.3 2009 14.2

NOTE 13. RETIREMENT BENEFITS AND POSTEMPLOYMENT BENEFITS Defined Benefit Pension Plans We have defined benefit pension plans covering most United States, Canadian, and United Kingdom employees. Benefits for salaried employees are based on length of service and final average compensation. Benefits for hourly employees include various monthly amounts for each year of credited service. Our funding policy is consistent with the requirements of applicable laws. We made $200.0 million of voluntary contributions to our principal domestic plans in fiscal 2011. We do not expect to be required to make any contributions in fiscal 2012. Our principal domestic retirement plan covering salaried employees has a provision that any excess pension assets would be allocated to active participants if the plan is terminated within five years of a change in control. Other Postretirement Benefit Plans We also sponsor plans that provide health care benefits to the majority of our United States and Canadian retirees. The salaried health care benefit plan is contributory, with retiree contributions based on years of service. We make decisions to fund related trusts for certain employees and retirees on an annual basis. We did not make voluntary contributions to these plans in fiscal 2011 or fiscal 2010. Health Care Cost Trend Rates Assumed health care cost trends are as follows: Fiscal Year 2010 2011 9.0% 8.5% 5.2% 5.2% 2019 2019

Health care cost trend rate for next year Rate to which the cost trend rate is assumed to decline (ultimate rate) Year that the rate reaches the ultimate trend rate

We review our health care cost trend rates annually. Our review is based on data we collect about our health care claims experience and information provided by our actuaries. This information includes recent plan experience, plan design, overall industry experience and projections, and assumptions used by other similar organizations. Our initial health care cost trend rate is adjusted as necessary to remain consistent with this review, recent experiences, and short-term expectations. Our initial health care cost trend rate assumption is 8.5 percent for all retirees. Rates are graded down annually until the ultimate trend rate of 5.2 percent is reached in 2019 for all retirees. The trend rates are applicable for calculations only if the retirees' benefits increase as a result of health care inflation. The ultimate trend rate is adjusted annually, as necessary, to approximate the current economic view on the rate of long-term inflation plus an appropriate health care cost premium. Assumed trend rates for health care costs have an important effect on the amounts reported for the other postretirement benefit plans. A one percentage point change in the health care cost trend rate would have the following effects: One One Percentage Percentage Point Point Increase Decrease $ 6.2 $ (5.4) 82.4 (73.6)

In Millions Effect on the aggregate of the service and interest cost components in fiscal 2012 Effect on the other postretirement accumulated benefit obligation as of May 29, 2011

The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the Act) was signed into law in March 2010. The Act codifies health care reforms with staggered effective dates from 2010 to 2018. Estimates of the future impacts of several of the Act's provisions are incorporated into our postretirement benefit liability including the elimination of lifetime maximums and the imposition of an excise tax on high cost health plans. These changes resulted in a $24.0 million increase in our postretirement benefit liability in fiscal 2010. Postemployment Benefit Plans Under certain circumstances, we also provide accruable benefits to former or inactive employees in the United States, Canada, and Mexico, and members of our Board of Directors, including severance and certain other benefits payable upon death. We recognize an obligation for any of these benefits that vest or accumulate with service. Postemployment benefits that do not vest or accumulate with service (such as severance based solely on annual pay rather than years of service) are charged to expense when incurred. Our postemployment benefit plans are unfunded. We use our fiscal year end as the measurement date for our defined benefit pension and other postretirement benefit plans. 68

Summarized financial information about defined benefit pension, other postretirement, and postemployment benefits plans is presented below: Defined Benefit Pension Plans Fiscal Year 2010 2011 $ 3,529.8 $ 688.9 220.7 4.1 (188.2) 8.7 4,264.0 $ 4,030.0 $ 101.4 230.9 4.1 271.2 (188.2) 9.0 4,458.4 $ (194.4) $ 3,157.8 $ 535.9 17.1 3.5 (182.6) (1.9) 3,529.8 $ 3,167.3 $ 70.9 230.3 25.8 3.5 716.4 (182.6) (1.6) 4,030.0 $ (500.2) $ Other Postretirement Benefit Plans Fiscal Year 2010 2011 284.3 $ 60.7 0.1 11.8 (3.1) 353.8 $ 1,060.6 $ 18.7 60.1 (35.3) 11.8 4.5 2.0 (56.9) 0.3 1,065.8 $ (712.0) $ 235.6 41.0 0.1 11.3 (3.7) 284.3 852.0 $ 12.9 61.6 7.5 11.3 4.7 168.1 (57.5) 1,060.6 $ (776.3) $ 130.3 $ 8.0 5.1 4.2 (0.5) (16.1) 0.3 131.3 $ (131.3) $ 112.5 7.2 5.6 10.6 11.8 (17.6) 0.2 130.3 (130.3) Postemployment Benefit Plans Fiscal Year 2010 2011

In Millions Change in Plan Assets: Fair value at beginning of year Actual return on assets Employer contributions Plan participant contributions Benefits payments Foreign currency Fair value at end of year Change in Projected Benefit Obligation: Benefit obligation at beginning of year Service cost Interest cost Plan amendment Curtailment/other Plan participant contributions Medicare Part D reimbursements Actuarial loss (gain) Benefits payments Foreign currency Projected benefit obligation at end of year Plan assets less than benefit obligation as of fiscal year end

$ $

$ $

The accumulated benefit obligation for all defined benefit pension plans was $3,991.6 million as of May 29, 2011, and $3,620.3 million as of May 30, 2010. Amounts recognized in AOCI as of May 29, 2011, and May 30, 2010, are as follows: Other Defined Benefit Postretirement Postemployment Pension Plans Benefit Plans Benefit Plans Total Fiscal Year Fiscal Year Fiscal Year Fiscal Year 2010 2010 2010 2010 2011 2011 2011 2011 $ (1,313.9) $ (1,369.9) $ (181.3) $ (225.2) $ (14.3) $ (15.9) $ (1,509.5) $ (1,611.0) (41.3) 1.0 (7.2) (47.5) (35.8) 20.7 (5.6) (20.7) $ (1,349.7) $ (1,411.2) $ (160.6) $ (224.2) $ (19.9) $ (23.1) $ (1,530.2) $ (1,658.5) 69

In Millions Net actuarial loss Prior service (costs) credits Amounts recorded in accumulated other comprehensive loss

Plans with accumulated benefit obligations in excess of plan assets are as follows: Other Postretirement Benefit Plans Fiscal Year 2010 2011 $ $ 1,060.6 1,065.8 284.3 353.8

In Millions Projected benefit obligation Accumulated benefit obligation Plan assets at fair value

Defined Benefit Pension Plans Fiscal Year 2010 2011 299.6 $ 335.1 $ 252.5 280.6 17.3 9.0

Postemployment Benefit Plans Fiscal Year 2010 2011 $ 130.3 131.3

Components of net periodic benefit expense (income) are as follows: Defined Benefit Other Postretirement Postemployment Pension Plans Benefit Plans Benefit Plans Fiscal Year Fiscal Year Fiscal Year 2010 2009 2010 2009 2010 2009 2011 2011 2011 70.9 $ 76.5 $ 18.7 $ 12.9 $ 14.2 $ 8.0 $ 7.2 $ 6.5 $ 101.4 $ 230.3 215.4 61.6 61.2 5.7 4.9 230.9 60.1 5.1 (400.1) (385.8) (29.2) (30.0) (408.5) (33.2) 8.4 7.8 2.0 7.2 1.0 1.0 81.4 14.4 2.1 6.9 7.4 (1.6) (1.4) 2.4 2.2 9.0 (0.6) 2.4 10.6 8.4 4.2 (83.6) $ (78.7) $ 59.4 $ 45.7 $ 51.2 $ 21.8 $ 26.9 $ 23.0 $ 14.2 $

In Millions Service cost Interest cost Expected return on plan assets Amortization of losses Amortization of prior service costs (credits) Other adjustments Net expense (income)

We expect to recognize the following amounts in net periodic benefit expense (income) in fiscal 2012: Other Postretirement Benefit Plans 14.4 $ (3.4)

In Millions Amortization of losses Amortization of prior service costs (credits)

Defined Benefit Pension Plans 108.2 $ 8.6

Postemployment Benefit Plans 1.8 2.1

Assumptions Weighted-average assumptions used to determine fiscal year-end benefit obligations are as follows: Defined Benefit Pension Plans Fiscal Year 2010 2011 5.85% 5.45% 4.93 4.92 70 Other Postretirement Benefit Plans Fiscal Year 2010 2011 5.80% 5.35% Postemployment Benefit Plans Fiscal Year 2010 2011 5.12% 4.77% 4.93 4.92

Discount rate Rate of salary increases

Weighted-average assumptions used to determine fiscal year net periodic benefit expense (income) are as follows: Defined Benefit Pension Plans Fiscal Year 2010 2009 2011 7.49% 6.88% 5.85% 4.92 4.93 4.93 9.55 9.55 9.53 Other Postretirement Postemployment Benefit Plans Benefit Plans Fiscal Year Fiscal Year 2010 2009 2010 2009 2011 2011 7.45% 6.90% 5.12% 7.06% 6.64% 5.80% 4.93 4.93 4.93 9.33 9.35 9.33

Discount rate Rate of salary increases Expected long-term rate of return on plan assets

Discount Rates Our discount rate assumptions are determined annually as of the last day of our fiscal year for our defined benefit pension, other postretirement, and postemployment benefit plan obligations. We also use the same discount rates to determine defined benefit pension, other postretirement, and postemployment benefit plan income and expense for the following fiscal year. We work with our actuaries to determine the timing and amount of expected future cash outflows to plan participants and, using the top quartile of AA-rated corporate bond yields, to develop a forward interest rate curve, including a margin to that index based on our credit risk. This forward interest rate curve is applied to our expected future cash outflows to determine our discount rate assumptions. Fair Value of Plan Assets We categorize plan assets with a three level fair value hierarchy as described in Note 7. The fair values of our pension and postretirement benefit plans assets at May 29, 2011 and May 30, 2010, by asset category were as follows: May 29, 2011 In Millions Fair value measurement of pension plan assets: Equity (a) Fixed income (b) Real asset investments (c) Other investments (d) Cash and accruals Total fair value measurement of pension plan assets Fair value measurement of postretirement benefit plan assets: Equity (a) Fixed income (b) Real asset investments (c) Other investments (d) Cash and accruals Fair value measurement of postretirement benefit plan assets 71 Level 1 $ 1,052.5 $ 794.7 113.0 155.9 2,116.1 $ 13.5 $ 1.8 20.4 35.7 $ Level 2 900.2 $ 174.4 95.2 52.2 1,222.0 $ 131.0 $ 55.9 7.2 83.9 278.0 $ Level 3 568.5 $ 0.2 356.9 0.3 925.9 $ 26.3 $ 0.2 13.6 40.1 $ Total Assets 2,521.2 969.3 565.1 52.5 155.9 4,264.0 170.8 57.9 20.8 83.9 20.4 353.8

$ $

May 30, 2010 In Millions Fair value measurement of pension plan assets: Equity (a) Fixed income (b) Real asset investments (c) Other investments (d) Cash and accruals Total fair value measurement of pension plan assets Level 1 $ 744.5 700.0 72.4 158.9 1,675.8 $ Level 2 716.6 206.0 75.8 39.9 1,038.3 $ Level 3 512.8 $ 3.9 298.7 0.3 815.7 $ Total Assets 1,973.9 909.9 446.9 40.2 158.9 3,529.8

Fair value measurement of postretirement benefit plan assets: Equity (a) $ 10.1 81.4 25.7 117.2 Fixed income (b) 1.1 46.1 1.7 48.9 Real asset investments (c) 0.1 3.7 14.6 18.4 Other investments (d) 71.4 71.4 Cash and accruals 28.4 28.4 Fair value measurement of postretirement benefit plan assets $ 39.7 $ 202.6 $ 42.0 $ 284.3 (a) Primarily publicly traded common stock and private equity partnerships for purposes of total return and to maintain equity exposure consistent with policy allocations. Investments include: i) United States and international equity securities, mutual funds and equity futures valued at closing prices from national exchanges; and ii) commingled funds, privately held securities and private equity partnerships valued at unit values or net asset values provided by the investment managers, which are based on the fair value of the underlying investments. Various methods are used to determine fair values and may include the cost of the investment, most recent financing, and expected cash flows. For some of these investments, realization of the estimated fair value is dependent upon transactions between willing sellers and buyers. (b) Primarily government and corporate debt securities for purposes of total return and managing fixed income exposure to policy allocations. Investments include: i) fixed income securities and bond futures generally valued at closing prices from national exchanges, fixed income pricing models and/or independent financial analysts; and ii) fixed commingled funds valued at unit values provided by the investment managers, which are based on the fair value of the underlying investments. (c) Publicly traded common stock and limited partnerships in the energy and real estate sectors for purposes of total return. Investments include: i) energy and real estate securities generally valued at closing prices from national exchanges; and ii) commingled funds, private securities, and limited partnerships valued at unit values or net asset values provided by the investment managers, which are generally based on the fair value of the underlying investments. (d) Global balanced fund of equity, fixed income and real estate securities for purposes of meeting Canadian pension plan asset allocation policies and insurance and annuity contracts for purposes of providing a stable stream of income for retirees and to fund postretirement medical benefits. Fair values are derived from unit values provided by the investment managers, which are generally based on the fair value of the underlying investments and contract fair values from the providers. 72

The following table is a roll forward of the Level 3 investments of our pension and postretirement benefit plan assets during the years ended May 29, 2011 and May 30, 2010: Fiscal 2011 Purchases, Sales Issuances, and Settlements (Net) (48.1) $ (4.3) 16.0 (36.4) $ (3.7) $ (1.5) (2.2) (7.4) $ Fiscal 2010 Purchases, Sales Issuances, and Settlements (Net) 17.0 $ (1.2) 25.0 (0.3) 40.5 $ (1.5) $ (0.6) (2.1) $

In Millions Pension benefit plan assets: Equity Fixed income Real asset investments Other investments Fair value activity of pension level 3 plan assets Postretirement benefit plan assets: Equity Fixed income Real asset investments Fair value activity of postretirement benefit level 3 plan assets:

Balance as of May 30, 2010 $ 512.8 $ 3.9 298.7 0.3 815.7 $ 25.7 $ 1.7 14.6 42.0 $

Transfers In/(Out) 2.4 $ (0.9) 1.5 $ $ $

Net Gain 101.4 $ 1.5 42.2 145.1 $ 4.3 $ 1.2 5.5 $

Balance as of May 29, 2011 568.5 0.2 356.9 0.3 925.9 26.3 0.2 13.6 40.1

$ $ $

In Millions Pension benefit plan assets: Equity Fixed income Real asset investments Other investments Fair value activity of pension level 3 plan assets Postretirement benefit plan assets: Equity Fixed income Real asset investments Fair value activity of postretirement benefit level 3 plan assets:

Balance as of May 31, 2009 $ 423.9 $ 4.2 275.2 0.5 703.8 $ 23.8 $ 1.5 17.0 42.3 $

Transfers In/(Out) $ $ $ $

Net Gain/(Loss) 71.9 $ 0.9 (1.5) 0.1 71.4 $ 3.4 $ 0.2 (1.8) 1.8 $

Balance as of May 30, 2010 512.8 3.9 298.7 0.3 815.7 25.7 1.7 14.6 42.0

$ $ $

The net change in Level 3 assets attributable to unrealized gains at May 29, 2011, were $96.8 million for our pension plan assets, and $1.9 million for our postretirement plan assets. Expected Rate of Return on Plan Assets Our expected rate of return on plan assets is determined by our asset allocation, our historical long-term investment performance, our estimate of future longterm returns by asset class (using input from our actuaries, investment services, and investment managers), and long-term inflation assumptions. We review this assumption annually for each plan, however, our annual investment performance for one particular year does not, by itself, significantly influence our evaluation. 73

Weighted-average asset allocations for the past two fiscal years for our defined benefit pension and other postretirement benefit plans are as follows: Defined Benefit Pension Plans Fiscal Year 2011 Asset category: United States equities International equities Private equities Fixed income Real assets Total 30.1% 18.9 13.5 23.9 13.6 100.0% 2010 32.6% 17.1 14.7 22.4 13.2 100.0% 2011 37.6% 18.7 7.3 30.1 6.3 100.0% Other Postretirement Benefit Plans Fiscal Year 2010 37.3% 18.3 9.9 28.1 6.4 100.0%

The investment objective for our defined benefit pension and other postretirement benefit plans is to secure the benefit obligations to participants at a reasonable cost to us. Our goal is to optimize the long-term return on plan assets at a moderate level of risk. The defined benefit pension and other postretirement portfolios are broadly diversified across asset classes. Within asset classes, the portfolios are further diversified across investment styles and investment organizations. For the defined benefit pension and other postretirement benefit plans, the long-term investment policy allocations are: 30 percent to equities in the United States; 20 percent to international equities; 10 percent to private equities; 30 percent to fixed income; and 10 percent to real assets (real estate, energy, and timber). The actual allocations to these asset classes may vary tactically around the long-term policy allocations based on relative market valuations. Contributions and Future Benefit Payments We do not expect to make contributions to our defined benefit, other postretirement, and postemployment benefits plans in fiscal 2012. Actual fiscal 2012 contributions could exceed our current projections, as influenced by our decision to undertake discretionary funding of our benefit trusts and future changes in regulatory requirements. Estimated benefit payments, which reflect expected future service, as appropriate, are expected to be paid from fiscal 2012 to 2021 as follows: Defined Benefit Pension Plans $ 204.8 213.8 223.3 233.2 243.8 1,402.3 $ Other Postretirement Benefit Plans Gross Payments 58.6 62.6 64.6 66.6 39.6 387.7 $

In Millions 2012 2013 2014 2015 2016 2017-2021

Medicare Subsidy Receipts 5.0 5.5 6.0 6.5 7.1 38.9 $

Postemployment Benefit Plans 18.4 17.3 16.3 15.1 14.4 66.6

Defined Contribution Plans The General Mills Savings Plan is a defined contribution plan that covers domestic salaried, hourly, nonunion, and certain union employees. This plan is a 401(k) savings plan that includes a number of investment funds, including a Company stock fund and an Employee Stock Ownership Plan (ESOP). We sponsor another money purchase plan for certain domestic hourly employees with net assets of $18.1 million as of May 29, 2011, and $16.8 million as of May 30, 2010. We also sponsor defined contribution plans in many of our foreign locations. Our total recognized expense related to defined contribution plans was $41.8 million in fiscal 2011, $64.5 million in fiscal 2010, and $59.5 million in fiscal 2009. We matched a percentage of employee contributions to the General Mills Savings Plan with a base match plus a variable year-end match that depended on annual results. Effective April 1, 2010, the company match is directed to investment options of the participant's choosing. Prior to April 1, 2010, the company match was invested in Company stock in the ESOP. The number of shares of our common stock allocated to participants in the ESOP was 11.2 million as of May 29, 2011, and 11.9 million as of May 30, 2010. The ESOP's only assets are our common stock and temporary cash balances. The ESOP's share of the total defined contribution expense was $53.7 million in fiscal 2010 and $50.6 million in fiscal 2009. The ESOP's expense was calculated by the "shares allocated" method. 74

The Company stock fund and the ESOP held $648.1 million and $610.3 million of Company common stock as of May 29, 2011, and May 30, 2010. NOTE 14. INCOME TAXES The components of earnings before income taxes and after-tax earnings from joint ventures and the corresponding income taxes thereon are as follows: Fiscal Year 2010 2,060.4 $ 144.1 2,204.5 $ 616.0 $ 87.4 45.5 748.9 38.5 (4.9) (11.3) 22.3 771.2 $

In Millions Earnings before income taxes and after-tax earnings from joint ventures: United States Foreign Total earnings before income taxes and after-tax earnings from joint ventures Income taxes: Currently payable: Federal State and local Foreign Total current Deferred: Federal State and local Foreign Total deferred Total income taxes The following table reconciles the United States statutory income tax rate with our effective income tax rate:

2011 $ $ $

2009 1,717.5 224.7 1,942.2 457.8 37.3 9.5 504.6 155.7 36.3 23.8 215.8 720.4

2,144.8 $ 283.4 2,428.2 $ 370.0 $ 76.9 68.9 515.8 178.9 30.8 (4.4) 205.3 721.1 $

United States statutory rate State and local income taxes, net of federal tax benefits Foreign rate differences Enactment date effect of health care reform Court decisions and audit settlements Domestic manufacturing deduction Other, net Effective income tax rate 75

2011 35.0% 2.7 (2.0) (3.7) (1.6) (0.7) 29.7%

Fiscal Year 2010 35.0% 2.5 (1.8) 1.3 (1.8) (0.2) 35.0%

2009 35.0% 2.9 (2.3) 2.7 (1.1) (0.1) 37.1%

The tax effects of temporary differences that give rise to deferred tax assets and liabilities are as follows: May 29, 2011 129.5 582.9 74.1 62.0 500.6 92.1 140.9 123.7 1,705.8 404.5 1,301.3 1,289.1 394.6 122.3 63.0 53.0 424.5 34.9 20.0 2,401.4 1,100.1 May 30, 2010 $ 148.5 584.9 183.8 474.9 93.1 119.9 150.7 1,755.8 392.0 1,363.8 1,279.5 307.6 107.4 68.7 55.6 348.2 11.4 17.3 2,195.7 831.9

In Millions Accrued liabilities Compensation and employee benefits Pension liability Tax credit carryforwards Stock, partnership, and miscellaneous investments Capital losses Net operating losses Other Gross deferred tax assets Valuation allowance Net deferred tax assets Brands Fixed assets Intangible assets Tax lease transactions Inventories Stock, partnership, and miscellaneous investments Unrealized hedges Other Gross deferred tax liabilities Net deferred tax liability

In fiscal 2011, we changed the classification of certain gross deferred tax assets and liabilities to better reflect current components and reclassified the components for fiscal 2010 to conform to the current year presentation. We have established a valuation allowance against certain of the categories of deferred tax assets described above as current evidence does not suggest we will realize sufficient taxable income of the appropriate character (e.g., ordinary income versus capital gain income) within the carry forward period to allow us to realize these deferred tax benefits. Of the total valuation allowance of $404.5 million, $168.2 million relates to a deferred tax asset for losses recorded as part of the Pillsbury acquisition. Of the remaining valuation allowance, $92.1 million relates to capital loss carryforwards and $140.9 million relates to state and foreign operating loss carryforwards. We have approximately $60.2 million of U.S. foreign tax credit carryforwards for which no valuation allowance has been recorded. As of May 29, 2011, we believe it is more likely than not that the remainder of our deferred tax assets are realizable. The carryforward periods on our foreign loss carryforwards are as follows: $102.0 million do not expire; $8.9 million expire in fiscal 2012 and 2013; and $18.3 million expire in fiscal 2014 and beyond. We have not recognized a deferred tax liability for unremitted earnings of $2.4 billion from our foreign operations because our subsidiaries have invested or will invest the undistributed earnings indefinitely, or the earnings will be remitted in a tax-free transaction. It is not practicable for us to determine the amount of unrecognized deferred tax liabilities on these indefinitely reinvested earnings. Deferred taxes are recorded for earnings of our foreign operations when we determine that such earnings are no longer indefinitely reinvested. We are subject to federal income taxes in the United States as well as various state, local, and foreign jurisdictions. A number of years may elapse before an uncertain tax position is audited and finally resolved. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, we believe that our liabilities for income taxes reflect the most likely outcome. We adjust these liabilities, as well as the related interest, in light of changing facts and circumstances. Settlement of any particular position would usually require the use of cash. The number of years with open tax audits varies depending on the tax jurisdiction. Our major taxing jurisdictions include the United States (federal and state) and Canada. The IRS has completed its review of our federal income tax returns for fiscal years 2008 and 76

prior and has proposed adjustments related to the amount of research and development tax credits claimed. We have appealed these proposed adjustments. During fiscal 2011, we reached a settlement with the IRS concerning certain corporate income tax adjustments for fiscal years 2002 to 2008. The adjustments primarily relate to the amount of capital loss, depreciation, and amortization we reported as a result of the sale of noncontrolling interests in our GMC subsidiary. As a result, we recorded a $108.1 million reduction in our total liabilities for uncertain tax positions in fiscal 2011. We made payments totaling $385.3 million in fiscal 2011 related to this settlement. In addition, we made a payment of $17.6 million in fiscal 2009 related to adjustments made in connection with IRS audits of fiscal years 2004 to 2006. During 2011, the Superior Court of the State of California issued an adverse decision concerning our state income tax apportionment calculations. As a result, we recorded an $11.5 million increase in our total liabilities for uncertain tax positions. We believe our positions are supported by substantial technical authority and have appealed this decision. We do not expect to make a payment related to this matter until it is definitively resolved. In fiscal 2009, the U.S. Court of Appeals for the Eighth Circuit issued an opinion reversing a district court decision rendered in fiscal 2008. As a result, we recorded $52.6 million (including interest) of income tax expense in fiscal 2009 related to the reversal of cumulative income tax benefits from this uncertain tax matter recognized in fiscal years 1992 through 2008. All outstanding liabilities associated with this matter were paid during fiscal 2011. Various tax examinations by United States state taxing authorities could be conducted for any open tax year, which vary by jurisdiction, but are generally from 3 to 5 years. Currently, several state examinations are in progress. The Canada Revenue Agency (CRA) has completed its review of our income tax returns in Canada for fiscal years 2003 to 2005. The CRA has raised assessments for these years that we are currently appealing. We believe our positions are supported by substantial technical authority and are vigorously defending our positions. We do not anticipate that any United States or Canadian tax adjustments will have a significant impact on our financial position or results of operations. We apply a more-likely-than-not threshold to the recognition and derecognition of uncertain tax positions. Accordingly we recognize the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement. Future changes in judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the quarter of such change. The following table sets forth changes in our total gross unrecognized tax benefit liabilities, excluding accrued interest, for fiscal 2011. Approximately $152 million of this total represents the amount that, if recognized, would affect our effective income tax rate in future periods. This amount differs from the gross unrecognized tax benefits presented in the table because certain of the liabilities below would impact deferred taxes if recognized or are the result of stock compensation items impacting additional paid-in capital. We also would record a decrease in U.S. federal income taxes upon recognition of the state tax benefits included therein. Fiscal Year In Millions Balance, beginning of year Tax positions related to current year: Additions Tax positions related to prior years: Additions Reductions Settlements Lapses in statutes of limitations Balance, end of year 2011 $ 552.9 25.0 75.6 (131.2) (287.9) (8.2) 226.2 $ 2010 570.1 19.7 7.1 (37.6) (1.9) (4.5) 552.9

As of May 29, 2011, we do not expect to pay any unrecognized tax benefit liabilities within the next 12 months. We are not able to reasonably estimate the timing of future cash flows beyond 12 months due to uncertainties in the timing of tax audit outcomes. The remaining amount of our unrecognized tax liability was classified in other liabilities. We report accrued interest and penalties related to unrecognized tax benefit liabilities in income tax expense. For fiscal 2011, we recognized a net benefit of $10.5 million associated with tax-related net interest and penalties, and had $53.4 million of accrued interest and penalties as of May 29, 2011. For fiscal 2010, we recognized a net $16.2 million of tax-related interest and penalties, and had $174.8 million of accrued interest and penalties as of May 30, 2010. 77

NOTE 15. LEASES AND OTHER COMMITMENTS An analysis of rent expense by type of property for operating leases follows: Fiscal Year 2010 63.4 32.1 56.9 152.4 $ $ 55.7 30.6 51.6 137.9 $ $

In Millions Warehouse space Equipment Other Total rent expense

2011 $ $

2009 51.4 39.1 49.5 140.0

Some operating leases require payment of property taxes, insurance, and maintenance costs in addition to the rent payments. Contingent and escalation rent in excess of minimum rent payments and sublease income netted in rent expense were insignificant. Noncancelable future lease commitments are: Operating Leases $ 74.4 52.5 36.4 26.1 22.6 49.4 261.4 $ Capital Leases 2.2 1.8 0.9 0.5 0.3 0.2 5.9 (0.4) 5.5

In Millions 2012 2013 2014 2015 2016 After 2016 Total noncancelable future lease commitments Less: interest Present value of obligations under capital leases

$ $

These future lease commitments will be partially offset by estimated future sublease receipts of approximately $13 million. Depreciation on capital leases is recorded as depreciation expense in our results of operations. As of May 29, 2011, we have issued guarantees and comfort letters of $591.2 million for the debt and other obligations of consolidated subsidiaries, and guarantees and comfort letters of $340.6 million for the debt and other obligations of non-consolidated affiliates, mainly CPW. In addition, off-balance sheet arrangements are generally limited to the future payments under non-cancelable operating leases, which totaled $261.4 million as of May 29, 2011. We are involved in various claims, including environmental matters, arising in the ordinary course of business. In the opinion of management, the range of reasonably possible losses on these matters, either individually or in aggregate, will not have a material adverse effect on our financial position or results of operations. NOTE 16. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION We operate in the consumer foods industry. We have three operating segments by type of customer and geographic region as follows: U.S. Retail, 68.3 percent of our fiscal 2011 consolidated net sales; International, 19.3 percent of our fiscal 2011 consolidated net sales; and Bakeries and Foodservice, 12.4 percent of our fiscal 2011 consolidated net sales. Our U.S. Retail segment reflects business with a wide variety of grocery stores, mass merchandisers, membership stores, natural food chains, and drug, dollar and discount chains operating throughout the United States. Our major product categories in this business segment are ready-to-eat cereals, refrigerated yogurt, ready-to-serve soup, dry dinners, shelf stable and frozen vegetables, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza and pizza snacks, grain, fruit and savory snacks, and a wide variety of organic products including soup, granola bars, and cereal. In Canada, our major product categories are ready-to-eat cereals, shelf stable and frozen vegetables, dry dinners, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza snacks, and grain and fruit snacks. In markets outside North America, our product categories include super-premium ice cream and frozen desserts, refrigerated yogurt, grain snacks, shelf stable and frozen vegetables, refrigerated and frozen dough products, and dry dinners. Our International segment also includes products manufactured in 78

the United States for export, mainly to Caribbean and Latin American markets, as well as products we manufacture for sale to our international joint ventures. Revenues from export activities are reported in the region or country where the end customer is located. In our Bakeries and Foodservice segment our major product categories are cereals, snacks, yogurt, unbaked and fully baked frozen dough products, baking mixes, and 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. Substantially all of this segment's operations are located in the United States. Operating profit for these segments excludes unallocated corporate items, restructuring, impairment, and other exit costs, and divestiture gains and losses. Unallocated corporate items include corporate overhead expenses, variances to planned domestic employee benefits and incentives, annual contributions to the General Mills Foundation, 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. As discussed in Note 1, at the beginning of fiscal 2011 we revised certain SG&A expense classifications between segment operating profit and unallocated corporate items and shifted selling responsibility for a customer from our Bakeries and Foodservice segment to the U.S. Retail segment. All prior period amounts have been restated to conform to the current period presentation. Our operating segment results were as follows: Fiscal Year 2010 $ $ 10,209.8 $ 2,684.9 1,740.9 14,635.6 $ 2,385.2 $ 192.1 263.2 2,840.5 203.0 31.4 2,606.1 $

In Millions Net sales: U.S. Retail International Bakeries and Foodservice Total Operating profit: U.S. Retail International Bakeries and Foodservice Total segment operating profit Unallocated corporate items Divestitures (gain), net Restructuring, impairment, and other exit costs Operating profit 79

2011 $ $ $ 10,163.9 2,875.5 1,840.8 14,880.2

2009 9,973.6 2,571.8 2,010.4 14,555.8 2,206.6 239.2 178.4 2,624.2 342.5 (84.9) 41.6 2,325.0

2,347.9 $ 291.4 306.3 2,945.6 184.1 (17.4) 4.4 2,774.5 $

The following table provides financial information by geographic area: Fiscal Year In Millions Net sales: United States Non-United States Total In Millions Cash and cash equivalents: United States Non-United States Total In Millions Land, buildings, and equipment: United States Non-United States Total NOTE 17. SUPPLEMENTAL INFORMATION The components of certain Consolidated Balance Sheet accounts are as follows: May 29, 2011 $ $ 1,178.6 (16.3) 1,162.3 $ $ May 30, 2010 1,057.4 (15.8) 1,041.6 May 30, 2010 247.5 1,131.4 107.4 (142.3) 1,344.0 2011 $ $ 11,987.8 2,892.4 14,880.2 May 29, 2011 $ $ May 29, 2011 $ $ 2,752.1 593.8 3,345.9 $ $ 123.7 495.9 619.6 $ $ May 30, 2010 2,619.7 508.0 3,127.7 $ $ 2010 11,934.4 2,701.2 14,635.6 May 30, 2010 66.1 607.1 673.2 $ $ 2009 11,942.1 2,613.7 14,555.8

In Millions Receivables: From customers Less allowance for doubtful accounts Total

In Millions Inventories: Raw materials and packaging Finished goods Grain Excess of FIFO or weighted-average cost over LIFO cost (a) Total (a) Inventories of $1,034.1 million as of May 29, 2011, and $958.3 million as of May 30, 2010, were valued at LIFO. 80

May 29, 2011 $ 286.2 $ 1,273.6 218.0 (168.5) 1,609.3 $

In Millions Prepaid expenses and other current assets: Prepaid expenses Accrued interest receivable, including interest rate swaps Derivative receivables, primarily commodity-related Other receivables Grain contracts Miscellaneous Total

May 29, 2011 $ 161.0 $ 29.0 109.1 104.7 57.3 22.4 483.5 $

May 30, 2010 127.5 64.9 48.8 101.4 11.4 24.5 378.5

$ May 29, 2011 $ 61.2 1,777.7 25.0 4,719.7 18.9 367.7 521.9 7,492.1 (4,146.2) 3,345.9 May 29, 2011 $

In Millions Land, buildings, and equipment: Land Buildings Buildings under capital lease Equipment Equipment under capital lease Capitalized software Construction in progress Total land, buildings, and equipment Less accumulated depreciation Total

May 30, 2010 $ 58.0 1,653.8 19.6 4,405.6 25.0 318.7 469.0 6,949.7 (3,822.0) 3,127.7 May 30, 2010 $ 2.2 398.1 88.2 130.1 144.8 763.4

In Millions Other assets: Pension assets Investments in and advances to joint ventures Life insurance Derivative receivables Miscellaneous Total

$ May 29, 2011 $

128.6 519.1 87.2 13.3 114.3 862.5

$ May 30, 2010 $

In Millions Other current liabilities: Accrued payroll Accrued interest Accrued trade and consumer promotions Accrued taxes Derivative payable Accrued customer advances Grain contracts Miscellaneous Total 81

303.3 114.0 463.0 80.4 34.8 36.4 28.7 260.9 1,321.5

331.4 136.5 555.2 440.2 18.1 25.5 12.7 242.6 1,762.2

In Millions Other noncurrent liabilities: Interest rate swaps Accrued compensation and benefits, including obligations for underfunded other postretirement and postemployment benefit plans Accrued income taxes Miscellaneous Total Certain Consolidated Statements of Earnings amounts are as follows:

May 29, May 30, 2010 2011 $ 22.2 $ 180.2 1,412.8 1,588.1 276.3 233.3 74.1 64.9 $ 1,733.2 $ 2,118.7

In Millions Depreciation and amortization Research and development expense Advertising and media expense (including production and communication costs) The components of interest, net are as follows:

Fiscal Year 2010 2009 2011 $ 472.6 $ 457.1 $ 453.6 218.3 208.2 235.0 908.5 732.1 843.7

Expense (Income), in Millions Interest expense Capitalized interest Interest income Loss on debt repurchase Interest, net Certain Consolidated Statements of Cash Flows amounts are as follows:

2011 $ 360.9 (7.2) (7.4) 346.3 $

Fiscal Year 2010 374.5 (6.2) (6.8) 40.1 401.6

2009 $ 409.5 (5.1) (21.6) 382.8

In Millions Cash interest payments Cash paid for income taxes

2011 $ 333.1 699.3 $

Fiscal Year 2010 384.1 672.5

2009 $ 292.8 395.3

In fiscal 2009, we acquired Humm Foods by issuing 1.8 million shares of our common stock to its shareholders, with a value of $55.0 million, as consideration. This acquisition is treated as a non-cash transaction in our Consolidated Statement of Cash Flows. 82

NOTE 18. QUARTERLY DATA (UNAUDITED) Summarized quarterly data for fiscal 2011 and fiscal 2010 follows: First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Fiscal Year Fiscal Year Fiscal Year 2010 2010 2010 2010 2011 2011 2011 2011 $ 3,533.1 $ 3,482.4 $ 4,066.6 $ 4,034.7 $ 3,646.2 $ 3,589.3 $ 3,634.3 $ 3,529.2 1,440.8 1,728.3 1,359.8 1,271.3 1,524.3 1,634.0 1,430.8 1,364.4 420.6 565.5 332.5 211.9 472.1 613.9 392.1 320.2 $ $ $ $ $ 0.73 $ 0.70 $ 0.28 $ 38.93 $ 33.57 $ 0.64 $ 0.62 $ 0.24 $ 30.20 $ 25.59 $ 0.96 $ 0.92 $ 0.28 $ 37.54 $ 34.99 $ 0.86 $ 0.83 $ 0.23 $ 34.56 $ 28.99 $ 0.61 $ 0.59 $ 0.28 $ 37.20 $ 34.60 $ 0.50 $ 0.48 $ 0.25 $ 36.18 $ 34.00 $ 0.50 $ 0.48 $ 0.28 $ 39.95 $ 35.99 $ 0.32 0.31 0.24 36.96 34.74

In Millions, Except Per Share Amounts Net sales Gross margin Net earnings attributable to General Mills (a) EPS: Basic Diluted Dividends per share Market price of common stock: High Low

(a) Net earnings in the fourth quarter of fiscal 2010 included interest expense of $40.1 million related to the repurchase of certain notes and a non-cash income tax charge of $35.0 million resulting from a change in deferred tax assets. 83

Glossary AOCI. Accumulated other comprehensive income (loss). Average total capital. Used for calculating return on average total capital. Notes payable, long-term debt including current portion, noncontrolling interests, and stockholders' equity, excluding AOCI and certain after-tax earnings adjustments. The average is calculated using the average of the beginning of fiscal year and end of fiscal year Consolidated Balance Sheet amounts for these line items. Core working capital. Accounts receivable plus inventories less accounts payable, all as of the last day of our fiscal year. Depreciation associated with restructured assets. The increase in depreciation expense caused by updating the salvage value and shortening the useful life of depreciable fixed assets to coincide with the end of production under an approved restructuring plan, but only if impairment is not present. 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. Fixed charge coverage ratio. The sum of earnings before income taxes and fixed charges (before tax), divided by the sum of the fixed charges (before tax) and interest. 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 and the related fair values of net assets acquired. 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. 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. Noncontrolling interests. Interests of subsidiaries held by third parties. Notional principal amount. The principal amount on which fixed-rate or floating-rate interest payments are calculated. OCI. Other comprehensive income (loss). Operating cash flow to debt ratio. Net cash provided by operating activities, divided by the sum of notes payable and long-term debt, including current portion. Reporting unit. An operating segment or a business one level below an operating segment. Return on average total capital. Net earnings attributable to General Mills, excluding after-tax net interest, and adjusted for certain items affecting yearover-year comparability, divided by average total capital. Segment operating profit margin. Segment operating profit divided by net sales for the segment. 84

Supply chain input costs. Costs incurred to produce and deliver product, including ingredient and conversion costs, inventory management, logistics, warehousing, and others. Total debt. Notes payable and long-term debt, including current portion. Transaction gains and losses. The impact on our Consolidated Financial Statements of foreign exchange rate changes arising from specific transactions. Translation adjustments. The impact of the conversion of our foreign affiliates' financial statements to U.S. dollars for the purpose of consolidating our financial statements. Variable interest entities (VIEs). A legal structure that is used for business purposes that either (1) does not have equity investors that have voting rights and share in all the entity's profits and losses or (2) has equity investors that do not provide sufficient financial resources to support the entity's activities. Working capital. Current assets and current liabilities, all as of the last day of our fiscal year.

ITEM 9 None.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

ITEM 9A

Controls and Procedures

We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the 1934 Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of May 29, 2011, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the 1934 Act is (1) recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure. There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the 1934 Act) during our fiscal quarter ended May 29, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of General Mills, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the 1934 Act. The Company's internal control system was designed to provide reasonable assurance to our management and the Board of Directors regarding the preparation and fair presentation of published financial statements. Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of May 29, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework. Based on our assessment using the criteria set forth by COSO in Internal Control Integrated Framework, management concluded that our internal control over financial reporting was effective as of May 29, 2011. KPMG LLP, our independent registered public accounting firm, has issued a report on the effectiveness of the Company's internal control over financial reporting. /s/ K. J. Powell K. J. Powell Chairman of the Board and Chief Executive Officer July 8, 2011 Our registered public accounting firm's attestation report on our internal control over financial reporting is included in the "Report of Independent Registered Public Accounting Firm" in Item 8 of this report. 85 /s/ D. L. Mulligan D. L. Mulligan Executive Vice President and Chief Financial Officer

ITEM 9B None.

Other Information

PART III

ITEM 10

Directors, Executive Officers and Corporate Governance

The information contained in the sections entitled "Proposal Number 1 Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" contained in our definitive Proxy Statement for our 2011 Annual Meeting of Stockholders is incorporated herein by reference. Information regarding our executive officers is set forth in Item 1 of this report. The information regarding our Audit Committee, including the members of the Audit Committee and audit committee financial experts, set forth in the section entitled "Board Committees and Their Functions" contained in our definitive Proxy Statement for our 2011 Annual Meeting of Stockholders is incorporated herein by reference. We have adopted a Code of Conduct applicable to all employees, including our principal executive officer, principal financial officer, and principal accounting officer. A copy of the Code of Conduct is available on our website at www.generalmills.com. We intend to post on our website any amendments to our Code of Conduct and any waivers from our Code of Conduct for principal officers.

ITEM 11

Executive Compensation

The information contained in the sections entitled "Executive Compensation," "Director Compensation and Benefits" and "Compensation Risk Assessment" in our definitive Proxy Statement for our 2011 Annual Meeting of Stockholders is incorporated herein by reference.

ITEM 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information contained in the sections entitled "Ownership of General Mills Common Stock by Directors, Officers and Certain Beneficial Owners" and "Equity Compensation Plan Information" in our definitive Proxy Statement for our 2011 Annual Meeting of Stockholders is incorporated herein by reference.

ITEM 13

Certain Relationships and Related Transactions, and Director Independence

The information set forth in the sections entitled "Board Independence" and "Certain Relationships and Related Transactions" contained in our definitive Proxy Statement for our 2011 Annual Meeting of Stockholders is incorporated herein by reference.

ITEM 14

Principal Accounting Fees and Services

The information contained in the section entitled "Independent Registered Public Accounting Firm Fees" in our definitive Proxy Statement for our 2011 Annual Meeting of Stockholders is incorporated herein by reference.

PART IV

ITEM 15 1.

Exhibits, Financial Statement Schedules

Financial Statements: The following financial statements are included in Item 8 of this report: Consolidated Statements of Earnings for the fiscal years ended May 29, 2011, May 30, 2010, and May 31, 2009. Consolidated Balance Sheets as of May 29, 2011, and May 30, 2010. Consolidated Statements of Cash Flows for the fiscal years ended May 29, 2011, May 30, 2010, and May 31, 2009. 86

Consolidated Statements of Total Equity and Comprehensive Income for the fiscal years ended May 29, 2011, May 30, 2010, and May 31, 2009. Notes to Consolidated Financial Statements. Report of Management Responsibilities. Report of Independent Registered Public Accounting Firm. 2. Financial Statement Schedule: For the fiscal years ended May 29, 2011, May 30, 2010, and May 31, 2009: II Valuation and Qualifying Accounts 3. Exhibits: Description Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2009). By-laws of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed December 11, 2008). Indenture, dated as of February 1, 1996, between the Registrant and U.S. Bank National Association (f/k/a First Trust of Illinois, National Association) (incorporated herein by reference to Exhibit 4.1 to Registrant's Registration Statement on Form S-3 filed February 6, 1996 (File no. 333-00745)). First Supplemental Indenture, dated as of May 18, 2009, between the Registrant and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.2 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2009). 1996 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009). 1998 Employee Stock Plan (incorporated herein by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009). 1998 Senior Management Stock Plan (incorporated herein by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). 2001 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). 2003 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). 2005 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). 2006 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.5 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). 2007 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.6 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). 2009 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.7 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). Executive Incentive Plan (incorporated herein by reference to Exhibit 10.8 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). 87

Exhibit No. 3.1 3.2 4.1

4.2 10.1* 10.2* 10.3* 10.4* 10.5* 10.6* 10.7* 10.8* 10.9* 10.10*

Exhibit No. 10.11* 10.12* 10.13* 10.14* 10.15* 10.16* 10.17* 10.18* 10.19* 10.20* 10.21*

Description Executive Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended November 28, 2010). Separation Pay and Benefits Program for Officers (incorporated herein by reference to Exhibit 10.10 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009). Supplemental Savings Plan (incorporated herein by reference to Exhibit 10.11 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009). Supplemental Retirement Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.12 to Registrant's Quarterly Report on Form 10Q for the fiscal quarter ended February 22, 2009). 2005 Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.13 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009). Deferred Compensation Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.14 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009). 2005 Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.15 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009). Executive Medical Plan. Executive Survivor Income Plan (incorporated herein by reference to Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 29, 2005). Aircraft Time Sharing Agreement, dated December 12, 2007, between General Mills Sales, Inc. and Kendall J. Powell (incorporated herein by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed December 14, 2007). Supplemental Benefits Trust Agreement, amended and restated as of September 26, 1988, between the Registrant and Norwest Bank Minnesota, N.A. (incorporated herein by reference to Exhibit 10.12 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 29, 2005). Supplemental Benefits Trust Agreement, dated as of September 26, 1988, between the Registrant and Norwest Bank Minnesota, N.A. (incorporated herein by reference to Exhibit 10.13 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 29, 2005). Agreements, dated November 29, 1989, by and between the Registrant and Nestle S.A. (incorporated herein by reference to Exhibit 10.15 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 28, 2000). Protocol and Addendum No. 1 to Protocol of Cereal Partners Worldwide, dated November 21, 1989, between the Registrant and Nestle S.A. (incorporated herein by reference to Exhibit 10.16 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 27, 2001). Addendum No. 2 to the Protocol of Cereal Partners Worldwide, dated March 16, 1993, between the Registrant and Nestle S.A. (incorporated herein by reference to Exhibit 10.18 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 30, 2004). Addendum No. 3 to the Protocol of Cereal Partners Worldwide, effective as of March 15, 1993, between the Registrant and Nestle S.A. (incorporated herein by reference to Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 28, 2000). Addenda Nos. 4 and 5 to the Protocol of Cereal Partners Worldwide between the Registrant and Nestle S.A. (incorporated herein by reference to Exhibit 10.26 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2009). Addendum No. 10 to the Protocol of Cereal Partners Worldwide, dated January 1, 2010, among the Registrant, Nestle S.A. and CPW S.A. (incorporated herein by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2010). 88

10.22* 10.23 10.24 10.25 10.26 10.27 10.28

Exhibit No. 10.29

Description Five-Year Credit Agreement, dated as of October 9, 2007, among the Registrant, the several financial institutions from time to time party to the agreement, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed October 15, 2007). Amendment to Credit Agreements, dated as of October 31, 2007, among the Registrant, various financial institutions, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended November 25, 2007). Amendment No. 2, dated as of October 21, 2010, to Five-Year Credit Agreement, dated as of October 9, 2007, among the Registrant, the several financial institutions from time to time party to the agreement, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed October 27, 2010). Three-Year Credit Agreement, dated as of October 21, 2010, among the Registrant, the several financial institutions from time to time party to the agreement, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed October 27, 2010). Computation of Ratio of Earnings to Fixed Charges. Subsidiaries of the Registrant. Consent of Independent Registered Public Accounting Firm. Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The following materials from the Registrant's Annual Report on Form 10-K for the fiscal year ended May 29, 2011 formatted in eXtensible Business Reporting Language: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Total Equity and Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Notes to Consolidated Financial Statements and (iv) Schedule II Valuation of Qualifying Accounts.

10.30

10.31

10.32

12.1 21.1 23.1 31.1 31.2 32.1 32.2 101

* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15 of Form 10-K. Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain instruments defining the rights of holders of our long-term debt are not filed and, in lieu thereof, we agree to furnish copies to the SEC upon request. 89

Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GENERAL MILLS, INC. Dated: July 8, 2011 By: /s/ Roderick A. Palmore Name: Roderick A. Palmore Title: Executive Vice President, General Counsel and Secretary 90

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature /s/ Kendall J. Powell Kendall J. Powell /s/ Donal L. Mulligan Donal L. Mulligan /s/ Richard O. Lund Richard O. Lund /s/ Bradbury H. Anderson Bradbury H. Anderson /s/ R. Kerry Clark R. Kerry Clark /s/ Paul Danos Paul Danos /s/ William T. Esrey William T. Esrey /s/ Raymond V. Gilmartin Raymond V. Gilmartin /s/ Judith Richards Hope Judith Richards Hope /s/ Heidi G. Miller Heidi G. Miller /s/ Hilda Ochoa-Brillembourg Hilda Ochoa-Brillembourg /s/ Steve Odland Steve Odland /s/ Michael D. Rose Michael D. Rose /s/ Robert L. Ryan Robert L. Ryan /s/ Dorothy A. Terrell Dorothy A. Terrell 91 Title Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) Executive Vice President and Chief Financial Officer (Principal Financial Officer) Vice President, Controller (Principal Accounting Officer) Director Director Director Director Director Director Director Director Director Director Director Director Date July 8, 2011 July 8, 2011 July 8, 2011 July 8, 2011 July 8, 2011 July 8, 2011 July 8, 2011 July 8, 2011 July 8, 2011 July 8, 2011 July 8, 2011 July 8, 2011 July 8, 2011 July 8, 2011 July 8, 2011

General Mills, Inc. and Subsidiaries Schedule II Valuation of Qualifying Accounts In Millions Allowance for doubtful accounts: Balance at beginning of year Additions charged to expense Bad debt write-offs Other adjustments and reclassifications Balance at end of year Valuation allowance for deferred tax assets: Balance at beginning of year Additions charged to expense Adjustments to acquisition, translation amounts, and other Balance at end of year Reserve for restructuring and other exit charges: Balance at beginning of year Additions charged to expense, including translation amounts Net amounts utilized for restructuring activities Balance at end of year Reserve for LIFO valuation: Balance at beginning of year (Decrease) Increase Balance at end of year 92 2011 $ Fiscal Year 2010 17.8 $ 1.9 (1.6) (2.3) 15.8 $ 440.4 $ 7.3 (55.7) 392.0 $ 18.8 $ 1.0 (9.0) 10.8 $ 149.3 $ (7.0) 142.3 $ 2009 16.4 13.8 (13.0) 0.6 17.8 521.5 2.0 (83.1) 440.4 7.9 15.8 (4.9) 18.8 125.8 23.5 149.3

$ $ $ $ $ $ $

15.8 $ 12.7 (12.1) (0.1) 16.3 $ 392.0 12.0 0.5 404.5 $ $

10.8 $ (3.6) 7.2 $ 142.3 26.2 168.5 $ $

Exhibit Index Exhibit No. 10.18 12.1 21.1 23.1 31.1 31.2 32.1 32.2 101 Description Executive Medical Plan. Computation of Ratio of Earnings to Fixed Charges. Subsidiaries of the Registrant. Consent of Independent Registered Public Accounting Firm. Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The following materials from the Registrant's Annual Report on Form 10-K for the fiscal year ended May 29, 2011 formatted in eXtensible Business Reporting Language: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Total Equity and Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Notes to Consolidated Financial Statements and (iv) Schedule II Valuation of Qualifying Accounts. 93

Exhibit 10.18 EXECUTIVE MEDICAL PLAN OF GENERAL MILLS SECTION 1 Introduction 1.1 Purpose

The Executive Medical Plan of General Mills, as amended effective as of January 1, 2011, unless otherwise noted (the "Plan"), is maintained by General Mills, Inc. (the "Company") to provide comprehensive health and welfare benefits to certain eligible Employees (and, where applicable, their enrolled eligible Dependents) of the Company and its Affiliates that participate in the Plan. The Plan consists of health care benefits that include Participating Medical Plans (including medical, vision, and prescription drug benefits) intended to qualify under Section 105 of the Internal Revenue Code (the "Code"). Each plan that forms a part of the Plan is referred to as a "Participating Plan" in this Plan document. The Plan is intended to constitute one employee welfare benefit plan under Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is considered a "hybrid entity" as defined by 45 CFR Part 164.504(a) of the Standards for the Privacy of Individually Identifiable Health Information, 45 CFR Parts 160 and 164 (the "Privacy Rule") promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). All benefits provided under the Plan constitute the health care component of the hybrid entity and shall be subject to the requirements of the Privacy Rule. References to the "Internal Revenue Code," "Code," "ERISA" or "HIPAA" include any comparable section or sections of any future legislation which amends, supplements or supersedes said Sections of the Code, ERISA or HIPAA cited herein. 1.2 Effective Date and Plan Year

The effective date of this amendment of the Plan is January 1, 2011, unless otherwise noted. The Plan Year is the twelve (12) consecutive month period commencing each January 1. 1.3 Plan Administrator

The Plan is administered by the Company or its designated representatives (the "Plan Administrator"). Any notice or document required to be given to or filed with the Plan or a Participating Plan will be properly given or filed if delivered to the Plan Administrator in care of General Mills, Inc., attn: Benefits Department, Number One General Mills Blvd., Minneapolis, Minnesota 55426-1348, or mailed by registered mail, postage prepaid, to the Plan Administrator in care of General Mills, Inc., attn.: Benefits Department, P.O. Box 1113, Minneapolis, MN 55440-1113. 1.4 Source or Funding of Benefits

The Employers and Covered Persons share the cost of coverage under the Participating Plans. All premiums under fully-insured Participating Plans are remitted directly to the insurance companies (and HMOs) issuing the various Participating Plan coverage. Benefits under the Plan may be provided on either an insured or self-insured basis, or combination thereof, as shall be determined by the Company in its sole discretion. The Company and each Employer may change and/or impose Employee contribution requirements under any of the Participating Plans at any time. Eligible Employees will be notified of any change prior to their effective date. 1.5 Plan Supplements

Supplements are attached to and form a part of the Plan for purposes of incorporating by reference the terms and provisions of the Participating Plans. From time to time, Supplements may be added for purposes of modifying provisions of the Plan or for adding or terminating Participating Plans under the Plan.

SECTION 2 Definitions Except as otherwise noted herein, the definitions in this Section 2 shall apply to all Participating Plans and Covered Persons. 2.1 Incorporation of Definitions

The Participating Plans, as identified in the applicable Plan Supplement, are documented by either a plan document or Summary Plan Description, an insurance policy and certificate of coverage, or an HMO contract and HMO membership booklet. The documentation for each Participating Plan is identified and incorporated by reference in the Plan through Plan Supplements. This subsection further incorporates by reference the terms and their definitions which are specific to the documentation for each Participating Plan. Definitions under this Section 2 shall apply uniformly and without exception to all Participating Plans, and to the Plan Supplements unless otherwise specified in the applicable Supplement. 2.2 Company The term "Company" means General Mills, Inc. 2.3 Effective Date The "Effective Date" of this amendment of the Plan is January 1, 2011, unless otherwise noted. 2.4 Named Fiduciary

The term "Named Fiduciary" means General Mills, Inc., or such other committee, entity or person to whom the Company has delegated the discretionary authority and responsibility for managing and administering the Plan in accordance with the terms of Section 8 of the Plan. 2.5 Participating Medical Plan The term "Participating Medical Plan" or "Participating Medical Plans" means the plan or plans specified in Plan Supplement A. 2.6 Plan The term "Plan" means the Executive Medical Plan of General Mills, as amended effective as of January 1, 2011. 2.7 Plan Administrator The term "Plan Administrator" means General Mills, Inc., or its designated representative(s). 2.8 Plan Sponsor The term "Plan Sponsor" means General Mills, Inc. 2.9 Summary Plan Description

The term "Summary Plan Description" means the Summary Plan Descriptions prepared and issued by the Company for the Plan. The Summary Plan Description for an HMO is the HMO membership booklet. From time to time, the Summary Plan Description may be updated with a Summary of Material Modifications explaining any material changes to the terms of one or more

of the Participating Plans governed under ERISA. Summary of Material Modifications are incorporated in and form a part of the Summary Plan Description for the Participating Plan. SECTION 3 Eligibility, Enrollment and Participation Rules regarding eligibility, enrollment and participation are set forth in the applicable Participating Plan. Provided, however, that for the 2011 plan year, each participating plan subject to the Patient Protection and Affordable Care Act shall be a grandfathered plan and such plan(s) shall comply with the insurance market reforms required by such Act; including the extension of eligibility for coverage of natural, adopted, step and foster children up to age 26, unless such individual is otherwise eligible for employer sponsored coverage through their spouse or as a full-time employee. Notwithstanding any other provision in the Plan, the summary plan description or any other documents incident thereto, effective January 1, 2012 only participants (individuals covered by the plan on December 31, 2011) who are Survivors or who have retired or have informed senior leadership on or before April 25, 2011 of their intention to retire from the Company, and their Dependents remain eligible to participate in the Plan. SECTION 4 Contributions As a condition of participation in the Plan, an eligible Employee shall make such contributions in such amounts as the Company, in its sole discretion, shall determine for each Plan Year at the time specified by the Participating Plan. For each Plan Year, each Employer shall make contributions under the Plan in such amounts and at such times as the Company in its sole discretion shall determine are appropriate. SECTION 5 Benefits and Limitations 5.1 Summary Plan Descriptions

The benefits and limitations under each of the Participating Plans are found in the Summary Plan Description specified in the applicable Supplement for the Participating Plan in which Covered Persons are enrolled. For purposes of this subsection, the term Summary Plan Description shall also include insurance certificates of coverage and HMO membership booklets. Provided, however, that for the 2011 plan year, each participating plan subject to the Patient Protection and Affordable Care Act shall be a grandfathered plan and such plan(s) shall comply with the insurance market reforms required by such Act; including the removal of the lifetime maximum benefit limit. 5.2 Insurance Policies and HMO Contracts

Notwithstanding subsection 5.1 above, the specific benefits and limitations (including exclusions of benefits) specified in the insurance contract entered into by the Company and identified as fully insuring a Participating Plan in the applicable Plan Supplement, or the terms of any HMO contract, shall control with respect to that Participating Plan and class or classes of Covered Persons enrolled. 5.3 Compliance with Applicable Laws

Notwithstanding the provisions of any Summary Plan Descriptions, insurance policies, HMO contracts or certificates of coverage to the contrary, all Participating Plans shall be administered in accordance with the applicable terms of ERISA, COBRA, HIPAA, the Newborns' and Mothers' Health Protection Act, the Women's Health and Cancer Rights Act, the Mental Health Parity Act, and all other applicable federal laws. SECTION 6 Coordination of Benefits The Coordination of Benefits (COB) provisions are intended to ensure that, when a Covered Person is covered both by this Plan and by another group health plan or Medicare, the Covered Person shall receive total reimbursement at a level not less than if the Covered Person had coverage only under this Plan. The Plan Administrator shall administer the Plan in accordance with this intended purpose.

The COB provisions including the order of benefit determination and payment procedures are set forth in the applicable Summary Plan Description insurance policy and certificate of coverage or HMO contract and HMO membership booklet for in the applicable Participating Plan. SECTION 7 COBRA Continuation Coverage The provisions relating to the rights of certain Covered Persons to elect to continue group health coverage under a Participating Medical if, but for such election, a qualifying event would result in a Covered Person's loss of coverage under the Plan are described in the applicable Summary Plan Description, insurance policy and certificate of coverage, or HMO contract and HMO membership booklet for that Participating Plan. The Plan Administrator may delegate COBRA responsibilities to a committee, entity(ies) or person(s) pursuant to the provisions of ERISA. SECTION 8 Administration of the Plan The Company shall be the Plan Sponsor and the Plan Administrator and shall be a Named Fiduciary of the Plan. The Company may delegate to a committee, entity(ies) or person(s) the responsibility for managing and administering the Plan pursuant to the provisions of ERISA. SECTION 9 HIPAA The Plan will comply with the HIPAA privacy and security regulation. In accordance with the Privacy Rule standard at 45 C.F.R. 164.504(f), the Health Plan will disclose and will permit its Business Associates or a Health Insurance Issuer or HMO with respect to the Health Plan to disclose health information, including Protected Health Information ("PHI"), to the Plan Sponsor only as under the HIPAA Privacy Regulations. In accordance with the Privacy Rule, the Company has a list of employees or classes of employees and other persons under the control of the Plan Sponsor that may be given access to PHI. These listed individuals may only have access to and Use and Disclose PHI for plan administration functions that the Plan Sponsor performs for the Health Plan. And individuals who do not comply with the HIPAA regulations shall be subject to the Health Plan's Policy on Sanctions for the Improper Use and Disclosure of PHI. SECTION 10 Claims Procedure Claims for benefits and appeals of denied claims under the Plan shall be administered in accordance with Section 503 of ERISA, the regulations thereunder (and any other law that amends, supplements or supersedes said Section of ERISA), and the procedures adopted by the Plan Administrator, or its delegate, as appropriate, for such purpose which procedures are set forth in the applicable Summary Plan Description insurance policy and certificate of coverage or HMO contract and HMO membership booklet for each Participating Plan and are incorporated herein by reference. The Plan shall provide adequate notice to any claimant whose claim for benefits under the Plan has been denied, setting forth the reasons for such denial, and afford a reasonable opportunity to such claimant for a full and fair review by the appropriate Plan Administrator of the decision denying the claim. Benefits will be paid under the Plan only if the Administrator, or its delegate, determines in its discretion that the applicant is entitled to them. SECTION 11 General Provisions 11.1 Action by Employer

Any action required or permitted to be taken under the Plan by the Company shall be in accordance with procedures utilized by the Company for that purpose.

11.2

Interests Not Transferable

Except as otherwise permitted (a) by the Plan Administrator, the Appeals Fiduciary or the Claims Administrator solely to assign benefits as payment to health care providers pursuant to the terms of a Participating Medical Plan; (b) as may be allowed under the terms of a group insurance policy; or (c) as required by the tax withholding provisions of any applicable law, benefits payable to a Covered Person under a Participating Plan are not in any way subject to the Covered Person's debts or other obligations and may not be voluntarily sold, transferred, alienated or assigned. 11.3 Facility of Payment

When a Covered Person is under legal disability, or in the opinion of an Employer is in any way incapacitated so as to be unable to manage his or her financial affairs, the Employer, the Plan Administrator, the Appeals Fiduciary or the Claims Administrator may make payments or distributions to the Covered Person's legal representative or until a claim is made by a conservator or other person legally charged with the care of such person, to a relative or friend of such Covered Person for such person's benefit; or the Plan Administrator may direct payments or distributions for the benefit of the Covered Person in any manner which is consistent with the provisions of the Participating Plan and any underlying insurance policy. Any payments made in accordance with the foregoing provisions of this subsection shall be a full and complete discharge of any liability for such payment under the Plan and the Participating Plan. 11.4 Employment Rights

Coverage under the Plan or a Participating Plan does not constitute a contract of employment and participation will not give any Covered Person the right to be employed in the service of the Company or any Employer, nor any right or claim to any benefit under a Participating Plan, unless such right or claim has specifically accrued under the terms of the applicable Participating Plan. 11.5 Litigation by Covered Persons or Other Persons

To the extent permitted by law, if a legal action begun by or on behalf of any person against the Company, or any Employer (or any employee, officer or member of the Board of Directors of the Company or an Employer) with respect to benefits payable under a Participating Plan or under the Plan results adversely to that person, or if a legal action arises because of conflicting claims to a Covered Person's benefits, the cost to the Company or the Employer (or employee, officer or member of the Board of Directors of the Company or an Employer) of defending the action will be charged to the sums, if any, that were involved in the action or were payable to or on behalf of the Covered Persons concerned. 11.6 Evidence

Evidence required of anyone under a Participating Plan may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties. 11.7 Gender and Number

Where the context admits, words in the masculine gender shall include the feminine and neuter genders, the singular shall include the plural, and the plural shall include the singular. 11.8 Waiver of Notice

Any notice required under a Participating Plan may be waived by the person entitled to such notice. 11.9 Severability

In case any provisions of the Plan or a Participating Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan or Participating Plan, and the Plan or Participating Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth in the Plan or Participating Plan.

11.10

Controlling Law

To the extent not superseded by laws of the United States, the Laws of Minnesota shall be controlling in all matters relating to a Participating Plan and the Plan. 11.11 Recovery of Benefits

In the event a Covered Person receives a benefit payment under a Participating Plan which is in excess of the benefit payment which should have been made, the Company shall have the right to recover the amount of such excess from such Covered Person. The Company may, however, at its option, direct the Claims Administrator or Appeals Fiduciary to deduct the amount of such excess from any subsequent benefits payable under the Participating Plan to or for the benefit of the Covered Person as allowed under any applicable law. Overpayments made under an insured Participating Plan shall be recoverable under the terms of the applicable insurance policy. 11.12 Right of Reimbursement

Notwithstanding any provisions of the Plan to the contrary, the provisions of this subsection shall apply if a person or persons other than the Covered Person who makes a claim for benefits is considered responsible (the "responsible person(s)") for the sickness, injury or other condition causing the Covered Person to receive benefits under the Plan. The claim of, or with respect to, a Covered Person for benefits under the Plan does not affect the Covered Person's claim or right to action for all damages against a responsible person. The Covered Person and Dependent shall agree as a condition to participating in the Plan that the Plan has the right to subrogation. Upon payment of any benefits under this Plan, the Plan reserves the right to be subrogated to the rights of a Covered Person, any Dependent(s), or heirs, guardians, executors, or other representatives, to recovery from any responsible person for payment of medical expenses incurred as a result of sickness, injury or other condition sustained by a Covered Person or any Dependents. If benefits are paid under the Plan and the Covered Person or Dependent(s) later obtains a recovery, the Covered Person is obligated under the terms of this Plan to reimburse the Plan for the benefits paid. The Plan shall be reimbursed in full for benefits paid, regardless of whether the Covered Person or Dependent(s) have been "made whole" or fully compensated for damages by any responsible person or third party alleged to be legally responsible to the Covered Person, including the automobile or liability carrier of the Covered Person, and regardless of whether medical expenses are itemized in a payment or award. Reimbursement due the Plan shall not be subject to or limited by any proration formula that takes into account the relationship between the amount of damages claimed by the Covered Person and the amount of recovery received by the Covered Person, whether by settlement, judgment, insurance proceeds or in any other manner, nor shall it be subject to or limited by any reduction of any recovery of payment due to the Covered Person's or any third party's fault or negligence. The Covered Person and Dependent(s) must cooperate with the Plan Administrator in assisting it to protect its legal rights under these subrogation provisions. The Plan maintains both a right of reimbursement and a separate right of subrogation. The Covered Person and Dependent(s) must do nothing to prejudice the Plan's rights under this provision, either before or after the need for services or benefits from this Plan. The Covered Person is obligated to immediately inform the Plan Administrator of any illness or injury of the Covered Person or Dependent(s) for which a claim for damages may be made against any responsible person or third party, including an automobile or liability carrier of the Covered Person or Dependent(s). The Covered Person shall acknowledge that the subrogation right and reimbursement right of the Plan shall be considered the first priority claim against any responsible person or third party, to be paid on a first-dollar basis before any other claims which may exist are paid, including claims by the Covered Person or Dependent(s) for general damages. The Covered Person and Dependent shall assign to the Plan, if requested by the Plan, any amounts received as a judgment, recovery or settlement, to the full extent of the Plan's cost for benefits paid and consent to an equity for such lien amount. The payment of benefits under this subsection is conditioned upon the Plan's right of reimbursement from the proceeds of any recovery received by or payable to the Covered Person, whether by settlement, judgment, insurance proceeds, or otherwise. The Plan may, at its discretion, take such action as may be necessary and appropriate to preserve its rights, including placing a lien against any responsible person or other third party recovery to the extent of the benefits paid by the Plan for the subject illness or injury, bringing suit on behalf of the Covered Person or Dependent(s), or intervening in any lawsuit involving the Covered Person or Dependent(s) related to the illness or injury. The Plan may, at its discretion, require the assignment of the Covered Person or Dependent(s) right of recovery, up to the extent of benefits provided under the Plan. The Plan may initiate any suit against the Covered Person or Dependent(s) or the legal representative of the same to enforce the terms of this Plan. Any proceeds collected, held or received by the Covered Person, Dependent(s), legal representative, or any other party to whom such proceeds may be paid by virtue of a settlement of, or judgment relating to, any claim of the Covered Person or Dependent(s) that arises from the same event to which payment by the Plan is related, are constructively held in trust for the benefit of the Plan and for satisfaction of the Plan's subrogation right and/or reimbursement right. The Plan also reserves the right to require the Covered Person or Dependent(s) to sign a reimbursement agreement before releasing payment when a responsible person or third party, including an automobile or liability

carrier, may be responsible for payment of medical expenses. A violation of the reimbursement agreement is considered a violation of the terms of the Plan. If the Covered Person should directly receive payment from or on behalf of any responsible person or from a third party, the Covered Person is required to immediately reimburse the Plan on a first dollar basis the full amount of benefits paid by the Plan, up to the aggregate amount recovered from or on behalf of each responsible person and any third party. Except to the extent permitted by the Plan Administrator pursuant to nondiscriminatory rules established by the Plan Administrator in its discretion, the Plan will not pay attorney fees or costs associated with a Covered Person's claim or lawsuit. To the extent permitted by applicable law, amounts due the Plan under this subsection may be applied against any other present or future benefits (and thereby reduce such benefits) payable under this Plan to or on behalf of the Covered Person or any Dependent(s), regardless of whether such benefits are related to the subject sickness, injury or other condition. 11.13 Information to be Furnished by Covered Persons

Covered Persons under a Participating Plan must furnish the Plan Administrator, the Appeals Fiduciary and the Claims Administrator, as applicable, with such evidence, data or information as the Plan Administrator, the Appeals Fiduciary or the Claims Administrator consider necessary or desirable for administrative purposes. A fraudulent misstatement or omission of fact made by a Covered Person on an enrollment form or a claim for benefits may be used to cancel coverage and/or to deny claims for benefits under the Participating Plan. 11.14 Administrator Decisions Final

The Claims Administrator and the Appeals Fiduciary have the discretionary authority to determine eligibility for benefits under the Plan and each Participating Plan, subject to the terms of the Participating Plan and any underlying insurance contract. The Plan Administrator retains full discretionary authority over all appeals following an initial claim denial with respect to the Participating Medical and Dental Plans. The insurance company or HMO has discretionary authority to interpret the terms of the insurance policy or HMO contract and membership certificate and to decide benefit claims under the applicable contract. Subject to applicable law, any interpretation of the provisions of the Plan or a Participating Plan and any decisions on any matter within the discretion of the Plan Administrator, the Claims Administrator, the Appeals Fiduciary, an insurance company or an HMO made in good faith shall be binding on all persons. A misstatement or other mistake of fact shall be corrected when it becomes known to the parties, and the Plan Administrator or appropriate Claims Administrator, the Appeals Fiduciary, insurance company, or HMO shall make such adjustment on account thereof as it considers equitable and practicable. Neither the Plan Administrator, any Claims Administrator, Appeals Fiduciary, insurance company, HMO, nor any Employer shall be liable in any manner for any determination of fact made in good faith. Benefits shall be paid under the Plan if the Plan Administrator, or its delegate, decides in its discretion that the applicant is entitled to them. After exhaustion of the Plan's claim procedures, any further legal action taken against the Plan or its fiduciaries by the Retiree or Dependent (or other claimant) for benefits under the Plan must be filed in a court of law no later than one year after the Appeals Fiduciary's final decision regarding the claim. No action at law or in equity shall be brought to recover benefits under this Plan until the appeal rights herein provided have been exercised and the Plan benefits requested in such appeal have been denied in whole or in part. 11.15 Uniform Rule

The Plan Administrator and each Claims Administrator and Appeals Fiduciary shall administer the Plan and Participating Plans on a reasonable and nondiscriminatory basis and shall apply uniform rules to all Covered Persons similarly situated. 11.16 Cost of Plan Administration

The costs and expenses incurred by the Employers in administering the Plan shall be paid by the Employers. 11.17 Physical Examination

The Plan Administrator, a Claims Administrator, an Appeals Fiduciary or any insurance company or HMO at its own expense, shall have the right and opportunity to have the Covered Person whose illness or injury or sickness is the basis of a claim,

examined by a physician designated by it, when and as often as it may reasonably require during the pendency of a claim under the Plan, provided it is not otherwise prohibited by law. 11.18 Certificates of Coverage

The Plan Administrator shall provide a certificate of creditable coverage in accordance with HIPAA to any Covered Person or former Covered Person who (i) terminates coverage under the Participating Medical or Dental Plan; (ii) terminates COBRA continuation coverage under the Participating Medical or Dental Plan; or (iii) requests a certificate of creditable coverage from the Plan Administrator at any time within 24 months of the loss of coverage under a Participating Medical or Dental Plan. Notwithstanding the foregoing, there shall be no obligation for the Plan Administrator to furnish a certificate of creditable coverage to a Covered Person or former Covered Person if an insurer or HMO has already provided such a certificate to the Covered Person or former Covered Person. 11.19 Indemnification

The Company shall fully protect and indemnify the Plan Administrator and each other officer and employee of the Company serving in a fiduciary capacity under the Plan against any and all liabilities, damages, costs and expenses (including reasonable attorney's fees) incurred by such individual by reason of any act or failure to act made in good faith and consistent with the provisions of the Plan, including costs and expenses incurred in defense or settlement of any claim relating thereto. A Plan fiduciary that is a third party service provider or an insurer shall not be entitled to indemnification pursuant to this Section and shall only be indemnified to the extent provided in a written agreement with such service provider. SECTION 12 Amendment and Termination 12.1 Amendment

Any part or all of the Plan and any Participating Plan may be amended by the Company at any time. Any policy providing insured benefits (including an HMO contract) may be amended by the Company with the agreement of the insurance company or the HMO at any time, except that no amendment shall reduce the amount of benefits payable for claims incurred prior to the date of amendment, determined in accordance with the terms of the Participating Plan as in effect prior to such date. All amendments shall be made by action of the Company's Board of Directors or its delegate(s) or a committee or a person or persons designated to act on behalf of the Board of Directors or its delegate. 12.2 Right to Terminate

No provision in this Plan document, including any provision in the Supplements hereto or any insurance policy, HMO membership booklet, or Summary Plan Descriptions incorporated by reference in said Supplements, is intended to commit the Company or any Employer to the provision of permanent welfare benefits of any type to any class of Covered Persons, eligible Employees or Dependents, or to the maintenance of the Plan. The Company shall have the sole authority to terminate part or all of the Plan as to some or all classes of Covered Persons and/or any Participating Plan at any time. An Employer may terminate participation in any Participating Plan as to its employees at any time with the written consent of the Company subject to the Employer satisfying any remaining funding obligations for one or more of the Participating Plans. In the event of the dissolution, merger, consolidation or reorganization of an Employer, participation in all plans shall terminate as to such Employer, unless the participation in one or more of the Participating Plans is continued by a successor to such Employer with the consent of the Company. In the event of any such termination, the same limitation with respect to its effect shall apply as set forth in subsection 12.1. 12.3 Notice of Amendment or Termination

Covered Persons will be notified of any amendment or termination of a Participating Plan or of the Plan within a reasonable time. Upon the termination of a Participating Plan or the Plan, any benefit rights of all Covered Persons affected thereby shall become payable as the Plan Administrator may direct.

SUPPLEMENT A (Effective January 1, 2009) Participating Medical Plans A-1. Purpose. The purpose of this Supplement A is to incorporate by reference the terms and provisions of the documents governing eligibility and benefits under the medical plans specified in paragraph A-2 ("Participating Medical Plans") made available to eligible Employees and their eligible Dependents. Unless otherwise defined herein, capitalized terms in this Supplement A shall have the same meaning given them in Section 2 of the Plan document. A-2. Participating Medical Plan Documents Incorporated By Reference. The terms and provisions of the following Participating Medical Plan documents are incorporated herein by reference and, subject to the terms of paragraph A-3, constitute the controlling terms and provisions of the applicable Participating Medical Plans. The terms and provisions of the following Participating Medical Plans' documents, including the most recent Summary Plan Description for the Plans (including any Summaries of Material Modification thereof): General Mills, Inc. Senior Executive Plan General Mills International Health Plan Option

The plans listed above are fully insured. The Company, in its sole discretion, retains the right to amend the insurance policy in conjunction with the applicable insurance company or to terminate the insurance policy at any time. The Company, in its sole discretion, retains the right to amend or terminate a Participating Medical Plan or to change the cost of Participating Medical Plan coverage at any time. Covered Persons will be notified prior to the effective date of any change. A-3. Resolution of Conflicts. The Company has the discretionary authority to determine eligibility and to interpret the Participating Medical Plan documentation incorporated by reference under this Supplement A. In the event there is a conflict between the Plan document, this Supplement A, and the Participating Medical Plan documents incorporated herein by reference, the terms of the Plan document shall control first, this Supplement A next, and the Participating Medical Plan documents incorporated herein by reference last. In the case of issues relating to fully insured benefits, the applicable contract and membership booklet or the applicable insurance policy and certificate shall control to the extent it does not conflict with the terms of the Plan document, the Summary Plan Description or applicable state or federal law.

GENERAL MILLS EXECUTIVE HEALTH PLAN GENERAL PROVISIONS As used in this booklet: "Accident and health" means any dental, dismemberment, hospital, long term disability, major medical, out-of-network point-of-service, prescription drug, surgical, vision care or weekly loss-of-time insurance provided by this plan. "Covered person" means an employee or a dependent insured by this plan. "Employer" means the employer who purchased this plan. "Our," "The Guardian," "us" and "we" mean The Guardian Life Insurance Company of America. "Plan" means the Guardian plan of group insurance purchased by your employer. "You" and "your" mean an employee insured by this plan. Limitation of Authority No person, except by a writing signed by the President, a Vice President or a Secretary of The Guardian, has the authority to act for us to: (a) determine whether any contract, plan or certificate of insurance is to be issued; (b) waive or alter any provisions of any insurance contract or plan, or any requirements of The Guardian; (c) bind us by any statement or promise relating to any insurance contract issued or to be issued; or (d) accept any information or representation which is not in a signed application. Incontestability This plan is incontestable after two years from its date of issue, except for non-payment of premiums. No statement in any application, except a fraudulent statement, made by a person insured under this plan shall be used in contesting the validity of his insurance or in denying a claim for a loss incurred, or for a disability which starts, after such insurance has been in force for two years during his lifetime. If this plan replaces a plan your employer had with another insurer, we may rescind the employer's plan based on misrepresentations made by the employer or an employee in a signed application for up to two years from the effective date of this plan. Examination and Autopsy We have the right to have a doctor of our choice examine the person for whom a claim is being made under this plan as often as we feel necessary. And we have the right to have an autopsy performed in the case of death, where allowed by law. We'll pay for all such examinations and autopsies. Coordination Between Continuation Sections A covered person may be eligible to continue his group health benefits under this plan's "Federal Continuation Rights" section and under other continuation sections of this plan at the same time. If he chooses to continue his group health benefits under more than one section, the continuations: (a) start at the same time; (b) run concurrently; and (c) end independently, on their own terms. A covered person covered under more than one of this plan's continuation sections: (a) will not be entitled to duplicate benefits; and (b) will not be subject to the premium requirements of more than one section at the same time. An Important Notice About Continuation Rights The following "Federal Continuation Rights" section may not apply to the employer's plan. The employee must contact his employer to find out if: (a) the employer is subject to the "Federal Continuation Rights" section, and therefore; (b) the section applies to the employee.

YOUR CONTINUATION RIGHTS Federal Continuation Rights Important Notice This section applies only to any dental, out-of-network point-of-service medical, major medical, prescription drug or vision coverages which are part of this plan. In this section, these coverages are referred to as "group health benefits." This section does not apply to any coverages which apply to loss of life, or to loss of income due to disability. These coverages can not be continued under this section. Under this section, "qualified continuee" means any person who, on the day before any event which would qualify him or her for continuation under this section, is covered for group health benefits under this plan as: (a) a covered active employee or qualified retiree; (b) the spouse of a covered active employee or qualified retiree; or (c) the dependent child of a covered active employee or qualified retiree. A child born to, or adopted by, the covered activee employee or qualified retiree during a continuation period is also a qualified continuee. Any other person who becomes covered under this plan during a continuation provided by this section is not a qualified continuee. Conversion Continuing the group health benefits does not stop a qualified continuee from converting some of these benefits when continuation ends. But, conversion will be based on any applicable conversion privilege provisions of this plan in force at the time the continuation ends. If Your Group Health Benefits End If your group health benefits end due to your termination of employment or reduction of work hours, you may elect to continue such benefits for up to 18 months, if you were not terminated due to gross misconduct. The continuation: (a) may cover you or any other qualified continuee; and (b) is subject to "When Continuation Ends". Extra Continuation for Disabled Qualified Continuees If a qualified continuee is determined to be disabled under Title II or Title XVI of the Social Security Act on or during the first 60 days after the date his or her group health benefits would otherwise end due to your termination of employment or reduction of work hours, and such disability lasts at least until the end of the 18 month period of continuation coverage, he or she or any member of that person's family who is a qualified continuee may elect to extend his or her 18 month continuation period explained above for up to an extra 11 months. To elect the extra 11 months of continuation, a qualified continuee must give your employer written proof of Social Security's determination of the disabled qualified continuee's disability as described in "The Qualified Continuee's Responsibilities". If, during this extra 11 month continuation period, the qualified continuee is determined to be no longer disabled under the Social Security Act, he or she must notify your employer within 30 days of such determination, and continuation will end, as explained in "When Continuation Ends." This extra 11 month continuation is subject to "When Continuation Ends". An additional 50% of the total premium charge also may be required from all qualified continuees who are members of the disabled qualified continuee's family by your employer during this extra 11 month continuation period, provided the disabled qualified continuee has extended coverage. Special Continuance for Retired Employees and their Dependents If your group health benefits end due to a bankruptcy proceeding under Title 11 of the United States Code involving the employer, you may elect to continue such benefits, provided that: (a) you are or become a retired employee on or before the date group health benefits end; and (b) you and your dependents were covered for group health benefits under this plan on the day before the bankruptcy proceeding under Title 11 of the United States Code. The continuation can last for your lifetime. After your death, the continuation period for a dependent can last for up to 36 months. For purposes of this special continuance, a substantial elimination of coverage for you and your dependents within one year before or after the start of such proceeding will be considered loss of coverage. If you die before the bankruptcy proceeding under Title 11 of the United States Code, your surviving spouse and dependent children may elect to continue group health benefits on their own behalf, provided they were covered on the day before such proceedings. The continuation can last for your surviving spouse's lifetime. This special continuance starts on the later of: (a) the date of the proceeding under Title 11; or (b) the day after the date group health benefits would have ended. It ends as described in "When Continuation Ends", except that a person's entitlement to Medicare will not end such continuance.

If You Die While Insured If you die while insured, any qualified continuee whose group health benefits would otherwise end may elect to continue such benefits. The continuation can last for up to 36 months, subject to "When Continuation Ends". If Your Marriage Ends If your marriage ends due to legal divorce or legal separation, any qualified continuee whose group health benefits would otherwise end may elect to continue such benefits. The continuation can last for up to 36 months, subject to "When Continuation Ends". If a Dependent Child Loses Eligibility If a dependent child's group health benefits end due to his or her loss of dependent eligibility as defined in this plan, other than your coverage ending, he or she may elect to continue such benefits. However, such dependent child must be a qualified continuee. The continuation can last for up to 36 months, subject to "When Continuation Ends". Concurrent Continuations If a dependent elects to continue his or her group health benefits due to your termination of employment or reduction of work hours, the dependent may elect to extend his or her 18 month or 29 month continuation period to up to 36 months, if during the 18 month or 29 month continuation period, the dependent becomes eligible for 36 months of continuation due to any of the reasons stated above. The 36 month continuation period starts on the date the 18 month continuation period started, and the two continuation periods will be deemed to have run concurrently. Special Medicare Rule If you become entitled to Medicare before a termination of employment or reduction of work hours, a special rule applies for a dependent. The continuation period for a dependent, after your later termination of employment or reduction of work hours, will be the longer of: (a) 18 months (29 months if there is a disability extension) from your termination of employment or reduction of work hours; or (b) 36 months from the date of your earlier entitlement to Medicare. If Medicare entitlement occurs more than 18 months before termination of employment or reduction of work hours, this special Medicare rule does not apply. The Qualified Continuee's Responsibilities A person eligible for continuation under this section must notify your employer, in writing, of: (a) your legal divorce or legal separation from your spouse; (b) the loss of dependent eligibility, as defined in this plan, of an insured dependent child; (c) a second event that would qualify a person for continuation coverage after a qualified continuee has become entitled to continuation with a maximum of 18 or 29 months; (d) a determination by the Social Security Administration that a qualified continuee entitled to receive continuation with a maximum of 18 months has become disabled during the first 60 days of such continuation; and (e) a determination by the Social Security Administration that a qualified continuee is no longer disabled. Notice of an event that would qualify a person for continuation under this section must be given to your employer by a qualified continuee within 60 days of the latest of: (a) the date on which an event that would qualify a person for continuation under this section occurs; (b) the date on which the qualified continuee loses (or would lose) coverage under this plan as a result of the event; or (c) the date the qualified continuee is informed of the responsibility to provide notice to your employer and this plan's procedures for providing such notice. Notice of a disability determinaton must be given to your employer by a qualified continuee within 60 days of the latest of: (a) the date of the Social Security Administration determination; (b) the date of the event that would qualify a person for continuation; (c) the date the qualified continuee loses or would lose coverage; or (d) the date the qualified continuee is informed of the responsibility to provide notice to your employer and this plan's procedures for providing such notice. But such notice must be given before the end of the first 18 months of continuation coverage. Your Employer's Responsibilities A qualified continuee must be notified, in writing, of: (a) his or her right to continue this plan's group health benefits; (b) the premium he or she must pay to continue such benefits; and (c) the times and manner in which such payments must be made. Your employer must give notice of the following qualifying events to the plan administrator within 30 days of the event: (a) your death; (b) termination of employment (other than for gross misconduct) or reduction in hours of employment; (c) Medicare entitlement; or (d) if you are a retired employee, a bankruptcy proceeding under Title 11 of the United States Code with respect to the employer. Upon receipt of notice of a qualifying event from your employer or from a qualified continuee, the plan administrator must notify a qualified continuee of the right to continue this plan's group health benefits no later than 14 days after receipt of notice. If

your employer is also the plan administrator, in the case of a qualifying event for which an employer must give notice to a plan administrator, your employer must provide notice to a qualified continuee of the right to continue this plan's group health benefits within 44 days of the qualifying event. If your employer determines that an individual is not eligible for continued group health benefits under this plan, they must notify the individual with an explanation of why such coverage is not available. This notice must be provided within the time frame described above. If a qualified continuee's continued group health benefits under this plan are cancelled prior to the maximum continuation period, your employer must notify the qualified continuee as soon as practical following determination that the continued group health benefits shall terminate. Your Employer's Liability Your employer will be liable for the qualified continuee's continued group health benefits to the same extent as, and in place of, us, if: (a) he or she fails to remit a qualified continuee's timely premium payment to us on time, thereby causing the qualified continuee's continued group health benefits to end; or (b) he or she fails to notify the qualified continuee of his or her continuation rights, as described above. Election of Continuation To continue his or her group health benefits, the qualified continuee must give your employer written notice that he or she elects to continue. This must be done by the later of: (a) 60 days from the date a qualified continue receives notice of his or her continuation rights from your employer as described above; or (b) the date coverage would otherwise end. And the qualified continuee must pay his or her first premium in a timely manner. The subsequent premiums must be paid to your employer, by the qualified continuee, in advance, at the times and in the manner specified by your employer. No further notice of when premiums are due will be given. The premium will be the total rate which would have been charged for the group health benefits had the qualified continuee stayed insured under the group plan on a regular basis. It includes any amount that would have been paid by your employer. Except as explained in "Extra Continuation for Disabled Qualified Continuees", an additional charge of two percent of the total premium charge may also be required by your employer. If the qualified continuee fails to give your employer notice of his or her intent to continue, or fails to pay any required premiums in a timely manner, he or she waives his or her continuation rights. Grace in Payment of Premiums A qualified continuee's premium payment is timely if, with respect to the first payment after the qualified continuee elects to continue, such payment is made no later than 45 days after such election. In all other cases, such premium payment is timely if it is made within 31 days of the specified due date. If timely payment is made to the plan in an amount that is not significantly less than the amount the plan requires to be paid for the period of coverage, then the amount paid is deemed to satisfy the requirement for the premium that must be paid; unless your employer notifies the qualified continuee of the amount of the deficiency and grants an additional 30 days for payment of the deficiency to be made. Payment is calculated to be made on the date on which it is sent to your employer. When Continuation Ends A qualified continuee's continued group health benefits end on the first of the following: (1) with respect to continuation upon your termination of employment or reduction of work hours, the end of the 18 month period which starts on the date the group health benefits would otherwise end; (2) with respect to a qualified continuee who has an additional 11 months of continuation due to disability, the earlier of: (a) the end of the 29 month period which starts on the date the group health benefits would otherwise end; or (b) the first day of the month which coincides with or next follows the date which is 30 days after the date on which a final determination is made that the disabled qualified continuee is no longer disabled under Title II or Title XVI of the Social Security Act; (3) with respect to continuation upon your death, your legal divorce, or legal separation, or the end of an insured dependent's eligibility, the end of the 36 month period which starts on the date the group health benefits would otherwise end; (4) the date the employer ceases to provide any group health plan to any employee; (5) the end of the period for which the last premium payment is made; (6) the date, after the date of election, he or she becomes covered under any other group health plan which does not contain any pre-existing condition exclusion or limitation affecting him or her; or (7) the date, after the date of election, he or she becomes entitled to Medicare.

Any person whose continued health benefits end as described in (1), (2), (3) or (4) above may elect to convert some of these benefits to an individual insurance policy we normally issue for conversions at the time he or she elects to convert, if conversion is available under this plan. If conversion is available, the applicant must apply to us in writing and pay the required premium. This must be done within 31 days of the date the applicant's continued group health benefits end. We do not ask for proof of insurability. The converted policy takes effect on the date the applicant's continued group health benefits end. If the applicant is a minor or incompetent, the person who cares for and supports the applicant may apply for him or her. The converted policy will be renewable and will comply with the laws of the place the applicant lived when he or she applied. But, it will not provide exactly the same benefits the applicant had under the group plan. Write to us for details. The premium for the converted policy will be based on: (a) the policy the applicant selects; (b) the risk and rate class, under the group plan, of the people to be covered; and (c) the ages of the people to be covered as of the date the converted policy takes effect. A covered person may also convert in certain other situations. Read this plan's group health conversion section for details. But, at no time can a person be covered under more than one converted health policy. Uniformed Services Continuation Rights If you enter or return from military service, you may have special rights under this plan as a result of the Uniformed Services Employment and Reemployment Rights Act of 1994 ("USERRA"). If your group health benefits under this plan would otherwise end because you enter into active military service, this plan will allow you, or your dependents, to continue such coverage in accord with the provisions of USERRA. As used here, "group health benefits" means any dental, out-of-network point-of service medical, major medical, prescription drug or vision coverages which are part of this plan. Coverage under this plan may be continued while you are in the military for up to a maximum period of 24 months beginning on the date of absence from work. Continued coverage will end if you fail to return to work in a timely manner after military service ends as provided under USERRA. You should contact your employer for details about this continuation provision including required premium payments. YOUR CONTINUATION RIGHTS Important Notice This section applies only to the hospital, surgical, medical and major medical expense coverages provided by this group plan. These coverages are referred to as group health insurance. This section does not apply to coverages which provide benefits for loss of life, loss of income due to disability, prescription drug expense, or dental expense. These coverages cannot be continued under this section. Any continuation of group health insurance under this section shall be subject to all the terms and conditions of this plan. Group Health Continuation Rights If Employment or Eligibility Ends An employee whose group health insurance ends because his employment or membership in a class of eligible employees ends may elect to continue his group health coverage, if: (a) he has been continuously insured under the group plan for at least three months ; (b) he is not covered by Medicare; (c) he is not covered by similar benefits under another group plan; (d) he has not exercised any conversion rights he may have under this group plan. However, continuation will not be available to the employee if he commited a theft or a felony in connection with his job and as a result was fired and convicted by a court of competent jurisdiction. The continuation will cover the employee. And, he may elect to continue coverage for his insured dependents. Subject to the timely payment of premiums, an employee may continue the group health insurance until the earliest of the following: (a) the expiration of a 9 month period which starts on the date his group health insurance would otherwise end; (b) the date he becomes eligible for, or covered by, Medicare; (c) the date he becomes covered by similar benefits under another group plan;

(d) the end of the period for which the last premium payment was made; (e) the date the group plan ends, or is amended to end for the class of employees to which the employee belonged; (f) with respect to each dependent, the date such dependent ceases to be an eligible dependent as defined in the group plan. The Employer's Responsibility The employer must give written notice to the employee, of: (a) the employee's right to elect to continue his group health insurance under this part; (b) the monthly premium the employee must pay to continue such group health insurance; and (c) the times and manner in which the premium must be paid to the employer. Such notice must be mailed to the employee's last known address, as shown on the employer's records. The Employee's Responsibility To continue his group health insurance, the employee must give written notice to the employer. And, he must pay the employer, on a monthly basis, the total cost of the continued coverage. The written notice must be given, and the first premium payment must be made, within 60 days of the termination of coverage. The employee waives his right to continue if he fails to give the said notice or fails to pay a premium on time. The Premium The monthly premium will be the total rate which would have been charged had the employee stayed insured under the group plan on a regular basis. It includes any amount which would have been paid by the employer. The Employer's Liability The employer shall be liable to the same extent as, and in place of, us, if: (a) the employee paid his premium on time; but (b) the employer failed to remit the payment to us on the employee's behalf; and (c) we cancel the employee's group health insurance due to the employer's failure to remit the payment. The employer shall also be liable if he fails to notify the employee of the employee's right to continue his group health insurance under this part. The Right to Convert At the end of the continuation period under this section, conversion rights which the employee may be entitled to shall be available to him according to the terms and conditions of this plan. Dependent Spouse Continuation Rights Important Notice This section applies only to any hospital, surgical, medical, major medical, prescription drug, and dental expense coverages as that are provided by this plan. In this section, these coverages are referred to as "group health benefits." This section does not apply to coverages which provide benefits for loss of life or loss of income due to disability. These coverages, if provided, cannot be continued under this section. Any continuation of group health benefits under this section will be subject to all of the terms and conditions of this plan. If An Employee's Marriage Ends Or If An Employee Dies While Covered If an employee's marriage ends by legal divorce or annulment, or if an employee dies while covered, his or her then covered spouse may continue this plan's group health benefits subject to all the terms and conditions below and to the timely payment of premiums.

Such group health benefits may cover the employee's former spouse and those of the employee's dependent children whose group health benefits would otherwise end. If An Employee Retires While Covered If an employee retires while covered, his or her then covered spouse who is age 55 or older at that time may continue this plan's group health benefits subject to all the terms and conditions below and to the timely payment of premiums. Such group health benefits may cover the retired employee's spouse and those of the retired employee's dependent children whose group health benefits would otherwise end. How And When To Continue The Group Health Benefits To continue the group health benefits, the employee's former spouse or retired employee's spouse must: (a) be covered for group health benefits under this plan at the time the marriage ends or the employee dies or retires; (b) in the case of a retired employee's spouse, be age 55 or older at the time the employee retires; (c) give written notice to Guardian or the employer of the end of the marriage or the death or retirement of the employee within 30 days after such event occurs; and (d) elect to continue the group health benefits and pay the first monthly premium as described below. If the employee's former spouse or retired employee's spouse fails to elect to continue group health benefits, and/or fails to pay the first monthly premium, within 30 days after the date he or she receives the notice described below, group health benefits will end, and he or she waives the right to continue group health benefits under this plan. The Employer's Responsibility The employer must give written notice to Guardian within 15 days of the date of receipt of written notice from the employee's spouse of the end of the marriage or the death or retirement of the employee. The employer's notice must include the former spouse's or retired employee's spouse's place of residence. The employer must also send, at the same time, a copy of such notice to the employee's former spouse or retired employee's spouse at the employee's former spouse's or retired employee's spouse's place of residence. Guardian's Responsibility Within 30 days after the date of receipt of written notice from the employer, employee's former spouse or retired employee's spouse of the end of the marriage or the death or retirement of the employee, Guardian will notify the employee's former spouse or retired employee's spouse of his or her right to continue group health benefits for him or her and those of the employee's or retired employee's dependent children whose group health benefits would otherwise end. Guardian's notice will be sent by certified mail, return receipt requested to the former spouse's or retired employee's spouse's place of residence. This notice will include: (a) a form for electing to continue group health benefits; (b) the amount of periodic premiums to be charged to continue group health benefits, and the method and place of payment; and (c) instructions for returning the election form within 30 days after the date it is received. If Guardian fails to give notice as required above, all premiums for continued group health benefits will be waived from the date notice was required until the date notice is sent. Except as stated below, group health benefits will continue under the terms and conditions of this plan from the date notice was required until the date notice is sent. This will not apply where the group health benefits that exist at the time the notice was to be sent are ended for all employees or the class of employees to which the employee, deceased employee, or retired employee belongs. Premiums The monthly premium for continued group health benefits will be computed as follows: 1. With respect to a former spouse who has not reached the age of 55 at the time continued group health benefits start: (a) an amount, if any, that would be charged an employee if the former spouse were a current employee of the employer; plus (b) an amount, if any, that the employer would contribute toward the premium if the former spouse were a current employee. 2. With respect to a retired employee's spouse or former spouse who has reached the age of 55 at the time continued group health benefits start: (a) For each month during the first two years of continued group health benefits: (i) an amount, if any, that would be charged an employee if the retired employee's spouse or the former spouse were a current employee of the employer; plus (ii) an amount, if any, that the employer would contribute toward the premium if the retired employee's spouse or the former spouse were a current employee.

(b) Starting two years after continued group health benefits start: (i) an amount, if any, that would be charged an employee if the retired employee's spouse or the former spouse were a current employee of the employer; plus (ii) an amount, if any, that the employer would contribute toward the premium if the retired employee's spouse or the former spouse were a current employee; plus (iii) an additional amount, not to exceed 20% of the total of the amounts determined by (i) and (ii), for costs of administration. When Continued Group Health Benefits End Continued group health benefits end for each covered person on the first to occur of the following: 1. With respect to a former spouse who has not reached the age of 55 at the time continued group health benefits start: (a) the end of the period for which the last premium payment was made; (b) the date the person becomes covered for similar benefits under another group plan; (c) the date the former spouse remarries; (d) with respect to each person, the date such person's coverage would cease if the employee and former spouse were still married to each other, but group health benefits will not be modified or ended during the first 120 days in a row after the employee's death or end of the marriage unless the group health benefits under this plan are modified or ended for all employees or the class of employees to which the employee belongs; and (e) the end of two years from the date the person's continued group health benefits began. 2. With respect to a retired employee's spouse or the former spouse who has reached the age of 55 at the time continued group health benefits start: (a) the end of the period for which the last premium payment was made; (b) the date the person becomes covered for similar benefits under another group plan; (c) the date the former spouse remarries; (d) with respect to each covered person, the date such person's coverage would cease, except due to the employee's retirement, if the employee and former spouse were still married to each other, but group health benefits will not be modified or ended during the first 120 days in a row after the employee's death or retirement or end of the marriage unless the group health benefits under this plan are modified or ended for all employees or the class of employees to which the employee belongs; and (e) the date the person reaches the qualifying age or otherwise becomes eligible for Medicare. The Right To Convert When a person's continued group health benefits end, conversion rights to which he or she may be entitled will be available according to all the terms and conditions of this plan. Dependent Child Continuation Rights Important Notice This section applies to any hospital, surgical, medical, major medical, prescription drug, and dental expense coverages that are provided by this plan. In this section, these coverages are referred to as "group health benefits." This section does not apply to coverages which provide benefits for loss of life or loss of income due to disability. These coverages, if provided, cannot be continued under this section. Any continuation of group health benefits under this section will be subject to all of the terms and conditions of this plan. If An Employee Dies While Covered If an employee dies while covered, his or her then covered dependent child, or a responsible adult acting on behalf of the child, may continue this plan's group health benefits subject to all the terms and conditions below and to the timely payment of premiums. Such group health benefits may cover the child whose group health benefits would otherwise end. This continuation is not available if the child's group health benefits are being continued as provided in the Dependent Spouse Continuation section. If A Dependent Child Reaches This Plan's Limiting Age If an employee's dependent child reaches this plan's limiting age, he or she may continue this plan's group health benefits subject to all the terms and conditions below and to the timely payment of premiums. Such group health benefits may cover the child whose group health benefits would otherwise end. How And When To Continue The Group Health Benefits To continue the group health benefits, the employee's dependent child must be covered for group health benefits under this plan at the time the employee dies or the child reaches this plan's limiting age. The child, or a responsible adult acting on behalf of the child in the case of the employee's death, must: (a) give written notice to Guardian or the employer of the death of the employee or the child reaching the limiting age within 30 days after such event occurs; and (b) elect to continue the group health benefits and pay the first monthly premium as described below. If the child, or a responsible adult acting on behalf of the child in the case of the employee's death, fails to elect to continue group health benefits, and/or fails to pay the first monthly premium, within 30 days after the date he or

she receives the notice described below, group health benefits will end, and he or she waives the right to continue group health benefits under this plan. The Employer's Responsibility The employer must give written notice to Guardian within 15 days of the date of receipt of written notice from the child, or a responsible adult acting on behalf of the child in the case of the employee's death, of the death of the employee or the child reaching the limiting age. The employer's notice must include the child's place of residence. The employer must also send, at the same time, a copy of such notice to the child, or the responsible adult acting on behalf of the child in the case of the employee's death, at the child's place of residence. Guardian's Responsibility Within 30 days after the date of receipt of written notice from the employer, child, or a responsible adult acting on behalf of the child in the case of the employee's death of the death of the employee or the child reaching the limiting age, Guardian will notify the child, or the responsible adult acting on behalf of the child of his or her right to continue group health benefits for the child whose group health benefits would otherwise end. Guardian's notice will be sent by certified mail, return receipt requested to the child's place of residence. This notice will include: (a) a form for electing to continue group health benefits; (b) the amount of periodic premiums to be charged to continue group health benefits, and the method and place of payment; and (c) instructions for returning the election form within 30 days after the date it is received. If Guardian fails to give notice as required above, all premiums for continued group health benefits will be waived from the date notice was required until the date notice is sent. Except as stated below, group health benefits will continue under the terms and conditions of this plan from the date notice was required until the date notice is sent. This will not apply where the group health benefits that exist at the time the notice was to be sent are ended for all employees or the class of employees to which the employee or deceased employee belongs. Premiums The monthly premium for continued group health benefits will be computed as follows: (a) an amount, if any, that would be charged an employee if the child were a current employee of the employer; plus (b) an amount, if any, that the employer would contribute toward the premium if the child were a current employee. When Continued Group Health Benefits End Continued group health benefits end for the covered child on the first to occur of the following: (a) the end of the period for which the last premium payment was made; (b) the date the child becomes covered for similar benefits under another group plan; (c) the date the child's coverage would cease if he or she was still an eligible dependent of the employee; and (d) the end of two years from the date the child's continued group health benefits began. The Right To Convert When a child's continued group health benefits end, conversion rights to which he or she may be entitled will be available according to all the terms and conditions of this plan. ELIGIBILITY FOR MAJOR MEDICAL COVERAGE Employee Coverage Eligible Employees To be eligible for employee coverage, you must be an active full-time/part-time employee, or a qualified retiree. And you must belong to a class of employees covered by this plan.

When Your Coverage Starts Employee benefits are scheduled to start on the effective date shown on the inside front cover of this booklet. But you must be actively at work on a full-time/ part-time basis unless you are a qualified retiree, on the scheduled effective date. And you must have met all of the applicable conditions explained above, and any applicable waiting period. If you are an active full-time/part-time employee and are not actively at work on the date your insurance is scheduled to start, unless you are disabled, we will postpone your coverage until the date you return to active full-time work. If you are a qualified retiree, you can not be confined in a health care facility on the scheduled effective date of coverage. If you are confined on that date, we will postpone your coverage until the day after you are discharged. And you must also have met all of the applicable conditions of eligibility and any applicable waiting period in order for coverage to start. Sometimes, the effective date shown on the the endorsement is not a regularly scheduled work day. But coverage will still start on that date if you were actively at work on a full-time basis on your last regularly scheduled work day. When Your Coverage Ends If you are an active full-time/part-time employee, your coverage ends on the date your active full-time/part-time service ends for any reason, other than disability. Such reasons include death, retirement (except for qualified retirees), layoff, leave of absence and the end of employment. It also ends on the date you stop being a member of a class of employees eligible for insurance under this plan, or when this plan ends for all employees. And it ends when this plan is changed so that benefits for the class of employees to which you belong ends. Read this booklet carefully if your coverage ends. You may have the right to continue certain group benefits for a limited time. And you may have the right to replace certain group benefits with converted policies. Dependent Coverage Eligible Dependents For Dependent Major Medical Benefits Your eligible dependents are: your legal spouse; your same sex domestic partner who meets the eligibility criteria on the Domestic Partner statement; your unmarried dependent children until the last day of the month in which they turn age 19; and your unmarried dependent children, from age 19 until the last day of the month of their 25th birthday, who are enrolled as full-time students at accredited schools. Unmarried dependent children include your dependent grandchildren who reside with you or if you are named in a court order as having legal custody or the parent of the grandchild(ren) is an eligible dependent chil(ren) of your same sex domestic partner if they meet the criteria for unmarried natural children and their primary residence is with the employee. Adopted Children And Step-Children Your "unmarried dependent children" include your legally adopted children and, if they depend on you for most of their support and maintenance, your stepchildren. We treat a child as legally adopted from the time the child is placed in your home for the purpose of adoption. We treat such a child this way whether or not a final adoption order is ever issued. The "Pre-Existing Conditions" provision of the major medical portion of this plan, if any, does not apply to an adopted child, if the child: (a) is adopted or placed for adoption prior to his or her 18th birthday; and (b) becomes covered by this plan within 30 days of such placement. Dependents Not Eligible We exclude any dependent who is insured by this plan as an employee. And we exclude any dependent who is on active duty in any armed force. Handicapped Children You may have an unmarried child with a mental or physical handicap, or developmental disability, who can't support himself or herself. Subject to all of the terms of this coverage and the plan, such a child may stay eligible for dependent benefits past this coverage's age limit. The child will stay eligible as long as he or she stays unmarried and unable to support himself or herself, if: (a) his or her conditions started before he or she reached this coverage's age limit; (b) he or she became insured by this coverage before he or she reached the age limit, and stayed continuously insured until he or she reached such limit; and (c) he or she depends on you for most of his or her support and maintenance. But, for the child to stay eligible, you must send us written proof that the child is handicapped and depends on you for most of his or her support and maintenance. You have 31 days from the date the child reaches the age limit to do this. We can ask for periodic proof that the child's condition continues. But, after two years, we can't ask for this proof more than once a year. The child's coverage ends when yours does.

When Dependent Coverage Starts In order for your dependent coverage to start you must already be insured for employee major medical coverage, or enroll for employee and dependent major medical coverage at the same time. The date your dependent coverage starts depends on when you elect to enroll your initial dependents and agrees to make any required payments. If you do this on or before your eligibility date, each initial dependent's coverage is scheduled to start on the later of your eligibility date and the date you become insured for employee coverage. If you do this within or after the enrollment period, each initial dependent's coverage is scheduled to start on the later of the date you sign the enrollment form and the date you become insured for employee coverage. However, if you do this after the enrollment period, each initial dependent is considered a late enrollee, and is subject to this coverage's pre-existing conditions limitation for late enrollees. Once you have coverage for your initial dependents, you must notify us when you acquire any new dependents, and agree to make any additional required payments. The newly acquired dependent's major medical coverage will start on the date you sign the enrollment form, if you notify us within 30 days of the date the dependent is acquired. If you fail to notify us within 30 days of the date the dependent is acquired, the dependent is considered a late enrollee, and is subject to this coverage's pre-existing conditions limitation for late enrollees. A late enrollee is a dependent who the employee fails to enroll for major medical coverage: (a) during the enrollment period if the dependent is an initial dependent; (b) within 30 days of the date a dependent becomes an eligible dependent, if the dependent is not an initial dependent; or (c) during a special enrollment period. Newborn Children We cover an employee's newborn child for the first 31 days from the moment of birth if the employee already has dependent coverage. To continue the child's coverage beyond the 31 days, the employee must enroll the child and agree to pay any required premiums within 31 days of the date the child is born. If the employee fails to do this, the child will be subject to the plan's pre-existing conditions limitations for late enrollees. The child's coverage will start on the date the enrollment form is signed. When an employee does not have dependent coverage, we will cover the employee's first newborn child from the moment of birth if the employee enrolls the child and agrees to pay any required premiums within 31 days of the date the child is born. If the employee fails to do this, the child will be subject to the plan's pre-existing conditions limitations for late enrollees. The child's coverage will start on the date the enrollment form is signed. When Dependent Coverage Ends Dependent coverage ends on the last day of the month for all of your dependents when your employee coverage ends. But if you die while insured, we'll automatically continue dependent benefits for those of your dependents who are insured when you die. We'll do this for six months at no cost, provided: (a) the group plan remains in force; (b) the dependents remain eligible dependents; and (c) in the case of a spouse, the spouse does not remarry. If a surviving dependent elects to continue his or her dependent benefits under this plan's "Federal Continuation Rights" provision, or under any other continuation provision of this plan, if any, this free continuation period will be provided as the first six months of such continuation. Premiums required to be paid by, or on behalf of a surviving dependent will be waived for the first six months of continuation, subject to restrictions (a), (b) and (c) above. After the first six months of continuation, the remainder of the continuation period, if any, will be subject to the premium requirements, and all of the terms of the "Federal Continuation Rights" or other continuation provisions. Dependent coverage also ends for all of your dependents when you stop being a member of a class of employees eligible for such coverage. And it ends when this plan ends, or when dependent coverage is dropped from this plan for all employees or for an employee's class. If you are required to pay all or part of the cost of dependent coverage, and you fail to do so, your dependent coverage ends. It ends on the last day of the period for which you made the required payments, unless coverage ends earlier for other reasons. An individual dependent's coverage ends when he or she stops being an eligible dependent. This happens to a child at 12:01 a.m. on the date the child attains this coverage's age limit, when he or she marries, or when a step-child is no longer dependent on the employee for support and maintenance. It happens to a spouse when a marriage ends in legal divorce or annulment.

Read this plan carefully if dependent coverage ends for any reason. Dependents may have the right to continue certain group benefits for a limited time. And they may have the right to replace certain group benefits with converted policies. CERTIFICATE AMENDMENT This rider amends the "Dependent Coverage" provisions as follows: An employee's same sex domestic partner will be eligible for major medical coverage under this plan. Coverage will be provided subject to all the terms of this plan and to the following limitations. To qualify for such coverage, both the employee and his or her same sex domestic partner must: be 18 years of age or older; be unmarried, constitute each other's sole domestic partner and not have had another domestic partner in the last 12 months; share the same permanent address for at least 12 consecutive months and intend to do so indefinitely; share joint financial responsibility for basic living expenses including food, shelter and medical expenses; not be related by blood to a degree that would prohibit marriage in the employee's state of residence; and be financially interdependent which must be demonstrated by at least four of the following: a. b. c. d. e. f. g. h. i. j. k. ownership of a joint bank account; ownership of a joint credit account; evidence of a joint mortgage or lease; evidence of joint obligation on a loan; joint ownership of a residence; evidence of common household expenses such as utilities or telephone; execution of wills naming each other as executor and/or beneficiary; granting each other durable powers of attorney; granting each other health care powers of attorney; designation of each other as beneficiary under a retirement benefit account; or evidence of other joint financial responsibility.

The employee must complete a "Declaration of Domestic Partnership" attesting to the relationship. The domestic partner's dependent children will be eligible for coverage under this plan on the same basis as if the children were the employee's dependent children. Coverage for the same sex domestic partner and his or her dependent children ends when the domestic partner no longer meets the qualifications of a domestic partner as indicated above. Upon termination of a domestic partnership, a "Statement of Termination" must be completed and filed with the employer. Once the employee submits a "Statement of Termination," he or she may not enroll another domestic partner for a period of 12 months from the date of the previous termination. And, the domestic partner and his or her children will be not eligible for: a. survivor benefits upon the employee's death as explained under the "When Dependent Coverage Ends" section; b. continuation of major medical coverage as explained under the "Federal Continuation Rights" section and under any other continuation rights section of this plan, unless the employee is also eligible for and elects continuation; or

c. conversion of major medical coverage as explained under the "Converting This Group Health Insurance" section of this plan. This rider is a part of this plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this plan. The Guardian Life Insurance Company of America Vice President, Group Products MAJOR MEDICAL HIGHLIGHTS This page provides a quick guide to some of the Major Medical plan features which people most often want to know about. But it's not a complete description of your Major Medical plan. Read the following pages carefully for a complete explanation of what we pay, limit and exclude. Benefit Year Cash Deductible Per covered person None Co-Payments For most covered charges No co-payment Note: There may be different co-payments for some types of charges. Read all provisions of this plan carefully. Benefit Year Payment Limits Benefit year payment limit for preventive health care Unlimited Lifetime Limits Lifetime payment limit for most sicknesses or injuries $2,000,000.00 Note: Some provisions have benefit year or treatment period limits. Read all provisions of this plan carefully. MAJOR MEDICAL EXPENSE INSURANCE This insurance will pay many of the medical expenses incurred by you and those of your covered dependents who are insured for major medical coverage under this plan. What we pay and the terms for payment are explained below. All terms in italics are defined terms with special meanings. Their definitions are shown in the "Glossary" at the back of this booklet. Other terms are defined where they are used. Benefit Provision The Cash Deductible Each benefit year, each covered person must have covered charges that exceed the cash deductible before we pay any benefits to that person. The cash deductible can't be met with non-covered expenses. Only covered charges incurred by the covered person while insured by this plan can be used to meet this deductible. Once the cash deductible is met, we pay benefits for other covered charges above the deductible amount incurred by that covered person, less any applicable co-payments, for the rest of that benefit year. But all charges must be incurred while that covered person is insured by this plan. And what we pay is based on all the terms of this plan. Deductible Carryover Credit A covered person may have covered charges in the last three months of a benefit year which are used to meet the cash deductible under this plan for that year. These charges will also be used to meet the deductible for the next benefit year. Deductible For Common Accidents And Sicknesses Sometimes two or more covered family members are injured in the same accident. If they are, we apply only one cash deductible (each benefit year) against all covered charges due to that accident. We do the same if two or more covered family members get the same contagious disease within ten days of each other. What we pay is based on all of the terms of this plan. Each covered person must still meet the balance of his or her own cash deductible before we pay benefits for charges due to other conditions.

Payment Limits For each sickness or injury we pay up to the payment limit shown below: Charges for in-patient confinement in an extended care or rehabilitation center, per benefit year 100 days Charges for home health care, per benefit year 100 visits Charges for treatment of disease or deformity of the feet, per benefit year Unlimited Charges for manipulation or adjustment of the spine, per benefit year Unlimited All Other Charges Lifetime payment limit for each sickness or injury not listed above $2,000,000.00 Daily Room And Board Limits During a Period of Hospital Confinement: For semi-private room and board accommodations, we cover charges up to the hospital's actual daily room and board charge. For private room and board accommodations, we cover charges up to the hospital's average daily semi-private room and board charge, or if the hospital does not have semi-private accommodations, 90% of its lowest daily room and board charge. For special care units, we cover charges up to the hospital's actual daily room and board charge. For a Confinement In an Extended Care Center or Rehabilitation Center: We cover the lesser of: (a) the center's actual daily room and board charge; or (b) 50% of the covered daily room and board charge made by the hospital during the covered person's preceding hospital confinement, for semi-private accommodations. Benefits From Other Plans A covered person may be covered by two or more plans that provide similar benefits. For instance, your spouse may be covered by this plan and a similar plan through his or her own employer. When another plan furnishes benefits which are similar to ours, we coordinate our benefits with the benefits from that other plan. We do this so that no one gets more in benefits than he or she incurs in charges. Read "Coordination of Benefits" to see how this works. The benefits under this plan may also be affected by Medicare. See the provision "How This Plan Interacts With Medicare" for an explanation of how this works. Extended Major Medical Benefits If a covered person's insurance ends and he or she is totally disabled and under a doctors care, we extend major medical benefits for that person under this plan as explained below. This is to be done at no cost to you. We only extend benefits for covered charges due to the disabling condition. The charges must be incurred before the extension ends. And what we pay is subject to all of the terms of this plan. We don't pay for charges due to other conditions. And we don't pay for charges incurred by other family members. The extension ends on the earliest of: (a) the date the total disability ends; (b) one year from the date the person's insurance under this plan ends; or (c) the date the person has reached the payment limit for his or her disabling condition. However, we won't grant an extension if the person's insurance ended because he or she failed to make required payments. And if a person receives benefits under this extension of benefits provision, he or she will not be eligible for coverage under any continuation of coverage provisions of this plan when the extension ends. You are totally disabled if, due to sickness or injury, you can't perform the main duties of your occupation. A covered dependent is totally disabled if, due to sickness or injury, he or she can't perform the normal activities of someone his or her age. You must submit evidence to us that you or your dependent is totally disabled, if we request it.

Covered Charges This section lists the types of charges we cover. But what we pay is subject to all the terms of this plan. Read the entire plan to find out what we limit or exclude. Hospital Charges We cover charges for hospital room and board and routine nursing care, up to the daily room and board limit, when it is provided to you by a hospital on an inpatient basis. And we cover other medically necessary hospital services and supplies provided to you during the inpatient confinement. If you incur charges as an inpatient in a special care unit, we cover the charges, up to the daily room and board limit for special care units. We also cover outpatient hospital services. These include emergency room treatment, and services provided by a hospital outpatient clinic. Any charges in excess of the hospital daily room and board limit are a non-covered expense. Pre-Admission Testing Charges We cover pre-admission tests needed for a planned hospital admission or surgery. We cover these tests if: (a) the tests are done within seven days of the planned admission or surgery; and (b) the tests are accepted by the hospital in place of the same post-admission tests. We don't cover tests that are repeated after admission or before surgery, unless the admission or surgery is deferred solely due to a change in the covered person's health. Extended Care And Rehabilitation Charges We cover charges, up to the daily room and board limit, for room and board and routine nursing care provided to you or a covered dependent on an inpatient basis in an extended care center or rehabilitation center. Charges above the daily room and board limit are a non-covered expense. And we cover all other medically necessary services and supplies provided to you or your covered dependent during the confinement. But the confinement must start within 14 days of a hospital stay. And we only cover the first 100 days of confinement in each benefit year. Charges for any additional days are a non-covered expense. We also cover outpatient services furnished by an extended care or rehabilitation center. Home Health Care Charges When home health care can take the place of inpatient care, we cover such care furnished to you or a covered dependent under a written home health care plan. We cover medically necessary services or supplies, including prescribed drugs, which we would have covered if you or your covered dependent had been an inpatient in a recognized facility. But payment is subject to all of the terms of this plan and all of the conditions below: The covered person's doctor must certify that home health care is needed in place of inpatient care in a recognized facility. The services and supplies must be: (a) ordered by the covered person's doctor; (b) included in the home health care plan; and (c) furnished by, or coordinated by, a home health care agency according to the written home health care plan. The services and supplies must be furnished by health care professionals with skills equivalent to the skilled professional care furnished in recognized facilities. The home health care plan must be set up in writing by the covered person's doctor within 14 days after home health care starts. And it must be reviewed by the covered person's doctor at least once every 60 days. We only cover the first 100 home health care visits each benefit year. Home health care charges after the first 100 visits in a benefit year are a non-covered expense. Each visit by a home health aide, nurse, or other recognized provider whose services are authorized under the home health care plan can last up to four hours. We don't pay for: (i) services furnished to family members, other than the patient; or (ii) services and supplies not included in the home health care plan. Doctor's Charges For Non-Surgical Care And Treatment We cover doctor's charges for the medically necessary non-surgical care and treatment of a sickness or injury. But we limit what we pay for the treatment of mental and emotional conditions, drug abuse and alcohol abuse.

Doctor's Charges For Surgery We cover doctor's charges for medically necessary surgery. We don't pay for cosmetic surgery. But we cover reconstructive surgery needed due to a sickness or injury. This surgery can be performed either at the same time as, or after, other needed surgery. We also cover reconstructive surgery needed due to a functional birth defect in a covered dependent child. Second Opinion Charges We cover doctor's charges for a second opinion and charges for related X-rays and tests when a covered person is advised to have surgery or enter a hospital. If the second opinion differs from the first, we cover charges for a third opinion. We cover such charges if the doctors who give the opinions: (a) are board certified and qualified, by reason of their specialty, to give an opinion on the proposed surgery or hospital admission; (b) are not business associates of the doctor who recommended the surgery; and (c) in the case of a second surgical opinion, they do not perform the surgery if it's needed. Ambulatory Surgical Center Charges We cover charges made by an ambulatory surgical center in connection with covered surgery. Hospice Care Charges We cover charges made by a hospice for palliative and supportive care furnished to a terminally ill covered person under a hospice care program. "Palliative and supportive care" means care and support aimed mainly at lessening or controlling pain or symptoms; it makes no attempt to cure the covered person's terminal illness. Hospice care must be furnished according to a written "hospice care program." A "hospice care program" is a coordinated program for meeting the special needs of the terminally ill covered person. It must be set up and reviewed periodically by the covered person's doctor. Under a hospice care program, subject to all the terms of this plan, we cover any services and supplies including prescription drugs, to the extent they are otherwise covered by this plan. Services and supplies may be furnished on an inpatient and outpatient basis. The services and supplies must be: (1) needed for palliative and supportive care; (2) ordered by the covered person's doctor; (3) included in the hospice care program; and (4) furnished by, or coordinated by a hospice. We don't pay for: (a) services and supplies provided by volunteers or others who do not regularly charge for their services; (b) funeral services and arrangements; (c) legal or financial counseling or services; (d) treatment not included in the hospice care plan; (e) services supplied to family members, other than the terminally ill covered person; or (f) counseling of any type which is for the sole purpose of adjusting to the terminally ill covered person's death. Preventive Care We cover charges for routine physical exams including related laboratory tests and X-rays. We also cover charges for immunizations and vaccines. But we limit what we pay each benefit year to unlimited Mammograms We pay benefits for covered charges for mammograms provided to a covered woman. We treat such charges the same way we treat any other covered charges for sickness. But, what we pay is based on all the terms of this plan. Colorectal Cancer Screening We cover charges for colorectal cancer screening with sigmoidoscopy or fecal blood testing, subject to the following limitations: We cover charges for such screening once every 3 years for: (a) a covered person at least 50 years old, or (b) a covered person at least 30 years old who is classified as high risk for colorectal cancer because he or she or a first degree family member has a history of colorectal cancer. But, unless this plan provides specific benefits, we do not cover charges for any other diagnostic or preventive care. What we pay is subject to all the terms of this plan. Other Covered Medical Services And Supplies We cover anesthetics and their administration; inhalation therapy; hemodialysis; radiation and chemotherapy; physical therapy by a licensed physical therapist; casts; splints; and surgical dressings. We cover the initial fitting and purchase of braces, trusses, orthopedic footwear and crutches. But we don't pay for replacements or repairs. We cover blood, blood products, and blood transfusions. But we don't pay for blood which has been donated or replaced on behalf of you or a covered dependent.

We cover medically necessary charges for transporting you or a covered dependent to: (a) a local hospital if needed care and treatment can be provided by a local hospital; or (b) the nearest hospital where medically necessary care and treatment can be given, if a local hospital can't provide this treatment. But it must be connected with an inpatient confinement. It can be by professional ambulance service, train or plane. But we don't pay for chartered air flights. And we won't pay for other travel or communication expenses of patients, doctors, nurses or family members. We cover charges for the rental of durable medical equipment needed for therapeutic use. At our option, and with our advance written approval, we may cover the purchase of such items when it is less costly and more practical than rental. But we don't pay for: (1) any purchases without our advance written approval; (2) replacements or repairs; or (3) the rental or purchase of items (such as air conditioners, exercise equipment, saunas and air humidifiers) which do not fully meet the definition of durable medical equipment. We cover charges made by a nurse for medically necessary private duty nursing care. We cover X-rays and laboratory tests which are medically necessary to treat a sickness or injury. Charges Covered With Special Limitations Recognized Providers Covered charges must be provided by recognized providers. The providers we recognize are listed in the glossary. We recognize both public and private facilities. But all providers must be properly licensed or certified under all applicable state and local laws to provide the services they render, and be operating within the scope of their license. Providers We Don't Recognize We don't recognize: (a) rest homes; (b) old age homes; (c) places that mainly provide custodial care, education or training; or (d) nurses' aides, home attendants, nutritionists, dieticians, or massage therapists unless this plan provides specific benefits for their services. Dental Care And Treatment We cover: (a) the diagnosis and treatment of oral tumors and cysts; and (b) the surgical removal of impacted teeth. We also cover treatment of an injury to natural teeth or the jaw, but only if: (a) the injury occurs while the covered person is insured; (b) the injury was not caused, directly or indirectly by biting or chewing; and (c) all treatment is finished within six months of the date of the injury. Treatment includes replacing natural teeth lost due to such injury. But in no event do we cover orthodontic treatment. Prosthetic Devices We limit what we pay for prosthetic devices. We cover only the initial fitting and purchase of artificial limbs and eyes, and other prosthetic devices. And they must take the place of a natural part of a covered person's body, or be needed due to a functional birth defect in a covered dependent child. We don't pay for replacements or repairs, or for wigs, or dental prosthetics or devices. If This Plan Replaces Another Plan The employer who purchased this plan may have purchased it to replace a plan he had with some other insurer. When this happens, we cover a covered person's pre-existing condition, if: (a) the covered person was insured by this employer's old plan; and (b) the employer's old plan would have paid benefits for the condition. But this plan must start within 90 days after the employer's old plan ends. We limit our payments to the lesser of: (a) what the employer's old plan would have paid; or (b) what we'd normally pay. And we deduct any benefits actually paid by the employer's old plan under any extension provision. The covered person may have incurred charges for covered expenses under the employer's old plan before it ended. If so, these charges will be used to meet this plan's deductible if: (a) the charges were incurred during the calendar year in which this plan starts; (b) this plan would have paid benefits for the charges, if this plan had been in effect; (c) the covered person was covered by the old plan when it ended and enrolled in this plan on its effective date; and (d) this plan starts within 90 days after the old plan ends.

Treatment Of Infertility We cover charges for the treatment of infertility. Infertility treatment includes, but is not limited to, in vitro fertilization, uterine embryo lavage, embryo transfer, artificial insemination, gamete intrafallopian tube transfer, zygote intrafallopian transfer and low tubal ovum transfer. Charges Covered With Special Limitations We cover treatments that include oocyte retrievals. However, we don't cover charges for oocyte retrievals if the covered person has already received four completed oocyte retrievals during such covered person's lifetime. But, if a live birth follows a completed oocyte retrieval, we cover two additional completed oocyte retrievals. We don't cover charges for: (a) reversal of sterilization procedures such as reversal of vasectomy or tubal ligation; (b) psychiatric sex therapy; (c) medical services rendered to a surrogate for purposes of childbirth; (d) cryopreservation and storage of sperm, eggs and embryos, unless subsequent medically necessary procedures using the cryopreserved substance are deemed non-experimental and non-investigational; (e) selected termination of an embryo, unless the life of the mother would be in danger if all embryos were carried to full term; (f) non-medical costs on an egg or sperm donor; (g) costs of travel within 100 miles of the covered person's home address or costs for travel that is not medically necessary, not mandated or not required by the insurance company; or (h) infertility treatments deemed experimental or investigational by the American Fertility Society or the American College of Obstetrics and Gynecology, except that when a treatment involves both experimental and non-experimental procedures, we pay benefits for the non-experimental procedures that can be delineated and separately charged. The couple experiencing the infertility must have a medically documented history of unexplained infertility lasting at least one year, or the infertility must be certified by a doctor as medically necessary. All treatment must be performed on an outpatient basis. We do not cover inpatient treatment of infertility. The treatment must be performed in a facility which is licensed or certified for what it does by the state in which it operates. Unless this plan provides specific benefits, we do not cover the resulting pregnancy. Pregnancy Birthing Center Charges This plan pays for pregnancies the same way we would cover a sickness. We cover birthing center charges made for pre-natal care, delivery, and postpartum care in connection with you or a covered dependent's pregnancy. We cover charges up to the daily room and board limit for the room and board and routine nursing care when inpatient care is provided to you or a covered dependent by a birthing center. But charges above the daily room and board limit are a non-covered expense. We cover all other medically necessary services and supplies during the confinement. But, unless this plan provides specific benefits, we don't cover routine nursery charges for the newborn child. Benefits for a Covered Newborn Child Subject to all of the terms of this plan, we cover charges for the care and treatment of a newborn child if he is sick, injured, premature, or born with a congenital birth defect or birth abnormality. Charges Covered With Special Limitations (Cont.) And, we cover charges for the child's routine nursery care while he's in the hospital. This includes: (a) nursery charges; (b) charges for routine doctor's examinations and tests; and (c) charges for routine procedures, like circumcision. But, unless this plan provides specific benefits, we don't pay for the routine care of the child once he's left the hospital. Speech Therapy We cover speech therapy when needed due to a sickness or injury. But we exclude speech therapy services that are educational in any part, or due to: articulation disorders; tongue thrust; stuttering; lisping; abnormal speech development; changing an accent; dyslexia; hearing loss which is not medically documented; or similar disorders. Treatment For Spinal Manipulation We do not limit what we cover for spinal manipulation per benefit year. Charges for such treatment above these limits are a non-covered expense.

Diseases Or Deformity Of The Feet We pay benefits for covered charges for treatment of sickness or deformity below the ankle. Treatment For Obesity We limit what we pay for the treatment of obesity. If a covered person is morbidly obese, we cover visits to a doctor's office, and related laboratory tests for the treatment of the morbid obesity. But we only cover one course of treatment. "Morbidly obese" means the covered person weighs at least twice as much as a normal person of the same height, age and sex. Treatment must be provided by a doctor on an outpatient basis according to a written treatment plan. We don't pay for anything not included in the written treatment plan. And we don't pay for appetite or weight control drugs, dietary supplements, special foods or food supplements, health or weight control centers or resorts, health club memberships or exercise equipment. A course of treatment begins and ends as specified in the treatment plan, or sooner if the covered person discontinues treatment. We exclude more than one course of treatment or repeated attempts to lose weight. And we exclude all treatment of obesity for any covered person who is not morbidly obese. TMJ And Craniomandibular Disorders We pay benefits for covered charges for the medically necessary care and treatment of temporomandibular joint disorder (TMJ) and craniomandibular disorder in a covered person. We treat such charges the same way we treat any other covered charges for sickness. But what we pay is based on all of the terms of this plan. Unless this plan provides specific benefits, we don't cover any charges for the dental treatment of TMJ and craniomandibular disorders. Investigational Cancer Treatments Anything in this plan to the contrary notwithstanding, we cover charges for routine patient care in connection with investigational cancer treatment in an approved cancer research trial. But, the care must be: (1) medically necessary; and (2) for a covered person who has been diagnosed by his or her doctor with a life-threatening terminal illness related to cancer. We treat such charges the same way we treat covered charges for a sickness. But, what we pay is based on all the terms of this plan and subject to a maximum limit of $10,000 in each calendar year. "Routine patient care" includes: (a) blood tests; (b) x-rays; (c) bone scans; (d) magnetic resonance images; (e) patient visits; (f) hospital stays; or (g) other similar care generally provided to the covered person in standard cancer treatment. Routine patient care does not include: (i) clinical trial therapies, regimens, or any combination of them; (ii) drugs or pharmaceuticals in connection with an approved clinical trial; (iii) goods, services, or benefits that are generally furnished without charge in connection with an approved cancer research trial; (iv) charges for added costs associated with the provision of goods, services, or benefits previously provided, paid for, or reimbursed; (v) treatments or services prescribed for the convenience of the covered person or doctor; or (vi) similar care. "Approved cancer research trial" means a clinical trial that meets all of the conditions listed below: the effectiveness of the treatment has not been determined relative to established therapies; the trial is under clinical investigation as part of an approved cancer research trial in Phase II, Phase III, or Phase IV of investigation; the trial has been approved by the Department of Health and Human Services, the Director of the National Institutes of Health (NIH), the Commissioner of the Food and Drug Administration (FDA) in the form of an investigational new drug, a qualified nongovernmental cancer research entity as defined in NIH guidelines, or a peer reviewed and approved cancer research program as defined by the U.S. Secretary of Health and Human Services; the trial is conducted for the primary purpose of determining whether or not a cancer treatment is safe or efficacious or has any other characteristic of a cancer treatment that must be demonstrated in order for the cancer treatment to be medically necessary or appropriate; the trial is being conducted at multiple sites; the covered person's primary care doctor, if any, is involved in the coordination of care; and the results of the cancer research trial will be submitted for publication in peer reviewed scientific studies, research or literature published in, or accepted for publication by, medical journals that meet nationally recognized requirements for scientific manuscripts and that submit most of their published articles for review by experts who are not part of the editorial staff. These studies may include those conducted by, or under the auspices of, the federal government's Agency for Health Care Policy and

Research, NIH, National Cancer Institute, National Academy of Sciences, Health Care Financing Administration, and any national board recognized by the NIH for the purpose of evaluating the medical value of health services. Unless this plan provides specific benefits, we don't cover any other charges for routine care or experimental treatment. Reconstructive Surgery Following A Mastectomy We pay benefits for covered charges for reconstructive surgery following a mastectomy. What we pay is subject to all the terms of this plan and to the following limitations. We cover charges for: (a) breast reconstruction following surgery for a mastectomy; (b) surgery and reconstruction of the other breast to produce a symmetrical appearance; and (c) prostheses and physical complications for all stages of a mastectomy, including lymphedemas. Serious Mental Illness Conditions We cover charges for the treatment of Serious Mental Illness conditions as described below. Inpatient coverage: A covered person may receive such treatment as an inpatient in a hospital, residential treatment facility, or in a mental health center. If so, we will pay benefits for the covered charges he or she incurs for such treatment, the same way we would for any other sickness. Outpatient coverage: A covered person may also receive such treatment as an outpatient. Outpatient treatment can be furnished by a hospital, or by a mental health center. It can also be furnished by any properly licensed or certified doctor, psychologist or social worker. We don't pay for custodial care , education or training. "Serious mental illness" means schizophrenia; paranoid and other psychotic disorders; bipolar disorders (hypomanic, manic, depressive, and mixed); major depressive disorders (single episode or recurrent); schizoaffective disorders (bipolar or depressive); pervasive developmental disorders; obsessive-compulsive disorders; depression in childhood and adolescence; and panic disorder; or psychiatric illnesses as defined in the most current edition of the Diagnostic and Statistical Manual (DSM) published by the American Psychiatric Association. Mental And Nervous Conditions And Drug Abuse We limit what we pay for the treatment of mental and nervous conditions and drug abuse. We include a sickness under this provision if it manifests symptoms which are primarily mental or nervous, regardless of any underlying physical cause. Inpatient coverage: A covered person may receive such treatment as an inpatient in a hospital, residential treatment facility, or in a mental health or drug abuse center. If so, we will pay benefits for the covered charges he or she incurs for such treatment, the same way we would for any other sickness. A treatment period starts on the date that a covered person is confined for such treatment. It ends on the date the covered person has resumed and carried out the normal activities of a healthy person of the same age for 12 consecutive months. Outpatient coverage: A covered person may also receive such treatment as an outpatient. Outpatient treatment can be furnished by a hospital, or by a mental health or drug abuse center. It can also be furnished by any properly licensed or certified doctor, psychologist, or social worker. Alcohol Abuse We limit what we pay for the treatment of alcohol abuse. Inpatient coverage: You or a covered person may receive such treatment as an inpatient in a hospital, residential treatment facility, or alcohol abuse center. If so, we will pay benefits for the covered charges you or your covered dependent incurs for such treatment, the same way we would for any other sickness. Outpatient coverage: You or a covered dependent may also receive such treatment as an outpatient. Outpatient treatment can be furnished by a hospital, or alcohol abuse center. It can also be furnished by any properly licensed or certified doctor, psychologist, or social worker.

Exclusions We don't pay for any charge identified as a non-covered expense. We don't pay for services and supplies for which no charge is made, or for which, in the absence of this insurance, the covered person is not required to pay. This usually means services and supplies furnished by: (a) a covered person's employer, labor union or similar group, in its medical department or clinic; (b) a hospital or clinic owned or run by any government body; or (c) any public program, except Medicaid, paid for or sponsored by any government body. But, if a charge is made and we are legally required to pay it, we will. We don't pay for services and supplies which are not: (a) furnished or ordered by a recognized provider; (b) medically necessary to diagnose or treat a sickness or injury; (c) accepted by a professional medical society in the United States as beneficial for the control or cure of the sickness or injury being treated; and (d) furnished within the framework of generally accepted methods of medical management currently used in the United States. We don't pay for experimental treatment. We don't pay for care and treatment of sickness or injury caused, directly or indirectly, by declared or undeclared war or act of war. And we don't pay for care and treatment of sickness or injury which occurs while a covered person is on active duty in any armed force. We don't pay for services or supplies furnished by close relatives. By "close relatives" we mean: (a) your spouse, children, parents, brothers and sisters; and (b) any person who is part of your household. And we don't pay for services or supplies furnished by business or professional associates of you or your family. We don't pay for care and treatment needed due to: (a) an on-the-job or job-related injury; or (b) sickness or injury for which benefits are payable by Worker's Compensation or similar laws. We don't pay for care and treatment of conditions caused, directly or indirectly, by: (a) a covered person taking part in a riot or other civil disorder; or (b) a covered person taking part in the commission of a felony. We don't pay for personal comfort items, like TV's and phones. And we don't pay for items which are generally useful to the patient's household, including but not limited to first aid kits, exercise equipment, air conditioners, humidifiers and saunas. We don't pay for custodial care, education or training. And we don't pay for room and board in a rest home, old age home, or any place which is mainly a school. We don't pay for eyeglasses, contact lenses or hearing aids. And we don't pay for the prescribing and fitting of such, or for vision and hearing visits. We don't pay for wigs, toupees, hair transplants, hair weaving or any drug used to restore hair growth. We don't pay for routine foot care, except for regular foot care exams provided by a doctor to a covered person with diabetes. We don't pay for room or board charges for a covered person in any facility for any period of time during which he or she was not physically present. We don't pay for cosmetic surgery, except for reconstructive surgery needed due to a sickness or injury as explained in the provision "Doctor's Charges for Surgery." We don't pay for radial keratotomy or other refractive surgery for the purpose of altering, modifying or correcting: (a) myopia; (b) hyperopia; or (c) stigmatic error. We don't pay for outpatient prescription drugs. And we don't pay for drugs which can be bought without a prescription, even if a doctor orders them. We don't pay for ambulance services used to transport a covered person from a hospital or other health care facility, unless the covered person is being transferred to another inpatient health care facility. We don't pay for services and supplies which are specifically limited or excluded in other parts of this plan.

Hospital Bill Audit Bonus We pay a cash bonus to any covered person who shows us that he was overcharged by $10.00 or more on his hospital bill. But the error must be for a covered charge. To get the bonus, the covered person must obtain a corrected bill and send the corrected bill and the original, incorrect bill to us. The bonus equals the lesser of: (a) 50% of the overcharge; or (b) $500.00. Converting This Group Health Insurance Important Notice This section applies only to hospital, surgical, and major medical expense coverages. In this section these coverages are referred to as "group health benefits". This section does not apply to coverages which provide benefits for loss of life, loss of income due to disability, prescription drug expense, or dental expense, if provided under this plan. These coverages cannot be converted under this section. If An Employee's Group Health Benefits End If an employee's group health benefits end for any reason other than the group plan ending where there is a succeeding carrier, he can obtain a converted policy. But, he must have been insured by the group plan for at least three months. The converted policy will cover the employee and those of his dependents whose group coverage ends. If An Employee Dies While Insured If an employee dies while insured, after any applicable continuation period has ended, his then insured spouse may convert. The converted policy will cover the spouse and those of the employee's dependent children whose group health benefits end. If the spouse is not living, each dependent child whose group health benefits end may convert for himself. If an Employee's Marriage Ends If an employee's marriage ends by legal divorce or annulment, his former spouse can convert. The converted policy will cover the former spouse and those of the employee's dependent children whose group health benefits end. When A Dependent Loses Eligibility When an insured dependent stops being an eligible dependent, as defined in this plan, he may convert. The converted policy will only cover the dependent whose group health benefits end. How and When to Convert To convert, the applicant must apply to us in writing and pay the required premium. He has 31 days after his group health benefits end to do this. We don't ask for proof of insurability. The converted policy will take effect on the date the applicant's group health benefits end. If the applicant is a minor or incompetent, the person who cares for and supports the applicant may apply for him. The Converted Policy The applicant may convert to one of the individual health insurance policies we normally issue for conversion at the time he applies. The converted policy will comply with the laws of the place where the applicant lives when he applies. The premium for the converted policy will be based on: (a) the plan the applicant selects; (b) the risk and rate class, under the group plan, of the people to be covered; and (c) the ages of the people to be covered. Restrictions (1) A covered person can't convert if his group health benefits end because the employee has failed to make required payments. (2) A covered person can't convert if he is insured for similar benefits elsewhere which, together with the converted policy, would result in overinsurance by our standards. Where required, our overinsurance standards are on file with the state insurance department. (3) A covered person can't convert if he's eligible for Medicare by reason of age. Please Note The benefits provided under the converted policy are not identical to the benefits provided under the group plan. The converted policy provides more limited benefits. Ask the employer for details or write to us.

CERTIFICATE AMENDMENT This rider amends this plan's major medical expense coverage so that we cover charges for pre natal HIV testing. The testing must be ordered by an attending doctor, or by a doctor assistant or advanced practice registered nurse who has a written collaborative agreement with a collaborating doctor that authorizes these services. Charges for pre natal testing will be covered the same way charges are covered for a sickness. What we pay is based on all the terms and conditions of this plan. But unless this plan provides specific benefits, we don't cover any other charges for routine, preventive or diagnostic care. Except as stated In this rider, nothing contained in this rider changes or affects any other terms of this certificate. The Guardian Life Insurance Company of America Vice President, Group Products Certificate Amendment This rider amends this plan's major medical expense coverage so that we cover charges for colorectal cancer screenings as follows. We cover charges for all colorectal cancer examinations and laboratory tests that are in accordance with the guidelines issued by nationally recognized professional medical societies or federal government agencies. What we pay is based on all the terms and conditions of this plan. But, unless this plan provides specific benefits, we do not cover charges for any other diagnostic or preventive care. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this plan. The Guardian Life Insurance Company of America Vice President, Group Products CERTIFICATE AMENDMENT This rider changes this plan's major medical expense provisions so that it covers charges for the treatment of Serious Mental Illness conditions as described below. Inpatient Coverage This plan covers charges for such treatment that a covered person receives as an inpatient. This treatment may be furnished in a hospital, residential treatment facility, or in a mental health center. Outpatient Coverage This plan also covers charges for such treatment that a covered person receives as an outpatient. This treatment may be furnished by a hospital, or by a mental health center. It may also be furnished by any properly licensed or certified doctor, psychologist, or social worker. This plan does not pay for custodial care, education or training. "Serious mental illness", as used in this rider, means the following psychiatric illnesses as defined in the most current edition of the Diagnostic and Statistical Manual (DSM) published by the American Psychiatric Association: (a) schizophrenia; (b) paranoid and other psychotic disorders; (c) bipolar disorders (hypomanic, manic, depressive, and mixed); (d) major depressive disorders (single episode or recurrent); (e) schizoaffective disorders (bipolar or depressive); (f) pervasive developmental disorders; (g) obsessive-compulsive disorders; (h) depression in childhood and adolescence; (i) panic disorder; and (j) post-traumatic stress disorders (acute, chronic, or with delayed onset). Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate. The Guardian Life Insurance Company of America Vice President, Group Products CERTIFICATE AMENDMENT This rider amends this plan's major medical provisions so that we cover charges for mammograms provided to a covered person. We treat such charges the same way we treat covered charges for a sickness. But what we pay is subject to all of the terms of this plan, and to the following limitations: (a) one baseline mammogram for a woman age 35 through 39; and (b) a mammogram every year for a woman age 40 or older; and (c) for a woman under age 40 who has a family history of breast cancer or other breast cancer risk factors, a mammogram at such age and intervals as deemed by her doctor to be medically necessary. Unless this plan provides specific benefits, we don't cover any other charges for routine, preventive, or diagnostic care. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate.

The Guardian Life Insurance Company of America Vice President, Group Products CERTIFICATE AMENDMENT This plan's Major Medical provisions are amended so that we cover charges for surveillance tests for covered women who are at risk for ovarian cancer. As used here: "Surveillance tests" means an annual screening using: a) CA-125 serum tumor marker testing; b) transvaginal ultrasound; or c) pelvic examination. "At risk for ovarian cancer" means: i) having a family history (a) with one or more first-degree relatives with ovarian cancer; (b) of clusters of women relatives with breast cancer; or (c) of nonpolyposis colorectal cancer; or ii) testing positive for BRCA1 or BRCA2 mutations. We treat such charges the same way we treat covered charges for a sickness. Unless this policy provides specific benefits, we don't cover any other charges for routine, preventive or diagnostic care. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate. The Guardian Life Insurance Company of America Vice President, Group Products CERTIFICATE AMENDMENT This rider amends this plan's major medical provisions so that we cover charges for medically necessary preventative physical therapy for a covered person diagnosed with multiple sclerosis. What we pay is subject to all the terms of this plan. As used here: "Preventative Physical Therapy" means physical therapy that is prescribed by a doctor for the purpose of treating parts of the body affected by multiple sclerosis, but only where the physical therapy includes reasonably defined goals, including, but not limited to, sustaining the level of function the person has achieved, with periodic evaluation of the efficacy of the physical therapy against those goals. Unless this plan provides specific benefits, we don't cover any other charges for routine, preventive, or diagnostic care. This rider is part of this plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate. The Guardian Life Insurance Company of America Vice President, Group Products CERTIFICATE AMENDMENT This plan's major medical provisions are amended so that we cover charges incurred by a covered person for outpatient contraceptives services and prescription drugs approved by the federal Food and Drug Administration. Such outpatient contraceptive services include consultations, examinations, procedures and medical services provided on an outpatient basis and related to the use of contraceptive methods (including natural family planning) to prevent an unintended pregnancy. If an item covered under this rider is also covered under a separate prescription drug plan issued in connection with this plan, that item will not be covered under this rider. Covered Charges under this rider do not include charges for services for which equal or higher benefits are payable under any other part of this plan. If lower benefits are payable under any other part of this plan for charges for services covered under this rider, we will pay benefits for such covered charges under the terms of this rider in place of the lower benefits. What we pay is based on all of the terms of this plan.

Unless this plan provides specific benefits, we do not cover any other charges for routine, preventive or diagnostic care. This rider is a part of this plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this plan. CERTIFICATE AMENDMENT This plan's Major Medical Expense Insurance provisions concerning infertility coverage are amended to include the following definition. "Infertility" means the inability to: (a) conceive after one year of unprotected sexual intercourse or (b) sustain a successful pregnancy. If a doctor determines that a medical condition exists that makes conception impossible through unprotected sexual intercourse, the one year requirement will not apply. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this plan. CERTIFICATE AMENDMENT This plan is amended by replacing the definition of "emergency" under the Utilization Review Features section and the Utilization Review Features Corphealth section with the following: "Emergency" means a sickness or injury that manifests itself by acute symptoms of sufficient severity, including, but not limited to severe pain. An emergency requires that a prudent layperson, who possesses an average knowledge of health and medicine, could reasonably expect the absence of immediate medically necessary care to result in: 1. placing the health of the individual in serious jeopardy, or with respect to a pregnant woman, placing the health of the woman or her unborn child in serious jeopardy; 2. serious impairment to bodily functions; or 3. serious dysfunction of any bodily organ or part. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate. CERTIFICATE AMENDMENT This plan's Major Medical provisions are amended so that we cover charges for a Human Papillomavirus Vaccine (HPV) that is approved for use by the Federal Food and Drug Administration. What we pay is subject to all the terms and conditions of the plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate. CERTIFICATE AMENDMENT The plan's major medical provisions are amended so that we cover charges for clinical breast exams for women who are covered persons as follows: We cover charges for a clinical breast exam every year for women age 40 and over, and every three years for women ages 20 through 39. As used in this rider: "Clinical Breast Exam" means a physical examination of the breast in accordance with clinical practice guidelines for the purpose of early detection and prevention of breast cancer. What we pay is subject to all the terms and conditions of the plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate. CERTIFICATE AMENDMENT This rider amends this plan's Major Medical provisions so that we cover charges for mammograms for a covered person as follows. (a) one baseline mammogram for a woman age 35 through 39;

(b) a mammogram every year for a woman age 40 or older; and (c) a mammogram for a woman under age 40 ( i ) with a personal or family history of breast cancer; ( ii ) whose genetic testing was positive; or ( iii ) who has other risk factors, at the age and intervals considered necessary by her doctor. This plan will also cover charges for ultrasound screenings when a mammogram shows heterogeneous or dense breast tissue. We treat these charges the same way we treat covered charges for a sickness. But what we pay is subject to all of the terms of this plan, and to the above limitations. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate. The Guardian Life Insurance Company of America Vice President, Group Products CERTIFICATE AMENDMENT This plan's major medical provisions are amended so that we cover charges for amino acid-based elemental formulas for the treatment of eosinophilic disorders and short bowel syndrome. A doctor must provide a written order for the formula, indicating that it is medically necessary. What we pay is subject to all the terms of this plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate. CERTIFICATE AMENDMENT This rider amends this plan's major medical provisions so that any references to the coverage, limitation or exclusion of services being based on the happening of an event while covered under this plan is deleted. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate. ELIGIBILITY FOR DENTAL COVERAGE Employee Coverage Eligible Employees To be eligible for employee coverage you must be an active full-time/part-time employee or a qualified retiree. And you must belong to a class of employees covered by this plan. When Your Coverage Starts Employee benefits are scheduled to start on your effective date. But you must be actively at work on a full-time/part-time basis unless you are a qualified retiree, on the scheduled effective date. And you must have met all of the applicable conditions explained above, and any applicable waiting period. If you are an active full-time employee and are not actively at work on the date your insurance is scheduled to start, we will postpone your coverage until the date you return to active full-time work. If you are a qualified retiree, you can not be confined in a health care facility on the scheduled effective date of coverage. If you are confined on that date, we will postpone your coverage until the day after you are discharged. And you must also have met all of the applicable conditions of eligibility and any applicable waiting period in order for coverage to start. Sometimes, your effective date is not a regularly scheduled work day. But coverage will still start on that date if you were actively at work on a full-time basis on your last regularly scheduled work day. When Your Coverage Ends If you are an active full-time employee, your coverage ends on the last day of the month your active full-time service ends for any reason, other than disability. Such reasons include death, retirement (except for qualified retirees), layoff, leave of absence and the end of employment. It also ends on the date you stop being a member of a class of employees eligible for insurance under this plan, or when this plan ends for all employees. And it ends when this plan is changed so that benefits for the class of employees to which you belong ends. If you are required to pay all or part of the cost of this coverage and you fail to do so, your coverage ends. It ends on the last day of the period for which you made the required payments, unless coverage ends earlier for other reasons. Read this booklet carefully if your coverage ends. You may have the right to continue certain group benefits for a limited time.

Dependent Coverage Eligible Dependents For Dependent Dental Benefits Your eligible dependents are: your legal spouse; your same sex domestic partner who meets the eligibility criteria on the Domestic Partner statement; your unmarried dependent children until the last day of the month which they turn age 19; and your unmarried dependent children, from age 19 until the last day of the month in which the child turns age 25, who are enrolled as full-time students at accredited schools with a minimum of 9 credit hours. Unmarried dependent children include your dependent grandchildren who reside with you or if you are named in a court order as having legal custody or the parent of the grandchild(ren) is an eligible dependent child(ren) of your same sex domestic partner if they meet the criteria for unmarried natural children and their primary residence is with the employee. Adopted Children And Step-Children Your "unmarried dependent children" include your legally adopted children and, if they depend on you for most of their support and maintenance, your stepchildren. We treat a child as legally adopted from the time the child is placed in your home for the purpose of adoption. We treat such a child this way whether or not a final adoption order is ever issued. Dependents Not Eligible We exclude any dependent who is insured by this plan as an employee. And we exclude any dependent who is on active duty in any armed force. Handicapped Children You may have an unmarried child with a mental or physical handicap, or developmental disability, who can't support himself or herself. Subject to all of the terms of this coverage and the plan, such a child may stay eligible for dependent benefits past this coverage's age limit. The child will stay eligible as long as he or she stays unmarried and unable to support himself or herself, if: (a) his or her conditions started before he or she reached this coverage's age limit; (b) he or she became insured by this coverage before he or she reached the age limit, and stayed continuously insured until he or she reached such limit; and (c) he or she depends on you for most of his or her support and maintenance. But, for the child to stay eligible, you must send us written proof that the child is handicapped and depends on you for most of his or her support and maintenance. You have 31 days from the date the child reaches the age limit to do this. We can ask for periodic proof that the child's condition continues. But, after two years, we can't ask for this proof more than once a year. The child's coverage ends when yours does. Waiver Of Dental Late Entrants Penalty If you initially waived dental coverage for your spouse or eligible dependent children under this plan because they were covered under another group plan, and you now elect to enroll them in the dental coverage under this plan, the Penalty for Late Entrants provision will not apply to them with regard to dental coverage provided their coverage under the other plan ends due to one of the following events: (a) termination of your spouse's employment; (b) loss of eligibility under your spouse's plan; (c) divorce; (d) death of your spouse; or (e) termination of the other plan. But you must enroll your spouse or eligible dependent children in the dental coverage under this plan within 30 days of the date that any of the events described above occur. In addition, the Penalty for Late Entrants provision for dental coverage will not apply to your spouse or eligible dependent children if: (a) you are under legal obligation to provide dental coverage due to a court-order; and (b) you enroll them in the dental coverage under this plan within 30 days of the issuance of the court-order. When Dependent Coverage Starts In order for your dependent coverage to begin you must already be insured for employee coverage or enroll for employee and dependent coverage at the same time. Subject to the "Exception" stated below and to all of the terms of this plan, the date your dependent coverage starts depends on when you elect to enroll your initial dependents and agree to make any required payments. If you do this on or before your eligibility date, the dependent's coverage is scheduled to start on the later of your eligibility date and the date you become insured for employee coverage.

If you do this within the enrollment period, the coverage is scheduled to start on the later of the date you sign the enrollment form; and the date you become insured for employee coverage. If you do this after the enrollment period ends, each of your initial dependents is a late entrant and is subject to any applicable late entrant penalties. The dependent's coverage is scheduled to start on the date you sign the enrollment form. Once you have dependent coverage for your initial dependents, you must notify us when you acquire any new dependents and agree to make any additional payments required for their coverage. If you do this within 31 days of the date the newly acquired dependent becomes eligible, the dependent's coverage will start on the date the dependent first becomes eligible. If you fail to notify us on time, the newly acquired dependent, when enrolled, is a late entrant and is subject to any applicable late entrant penalties. The late entrant's coverage is scheduled to start on the date you sign the enrollment form. Exception If a dependent, other than a newborn child, is confined to a hospital or other health care facility; or is home-confined; or is unable to carry out the normal activities of someone of like age and sex on the date his dependent benefits would otherwise start, we will postpone the effective date of such benefits until the day after his discharge from such facility; until home confinement ends; or until he resumes the normal activities of someone of like age and sex. Newborn Children We cover your newborn child for dependent benefits, from the moment of birth, if you are already covered for dependent child coverage when the child is born. If you do not have dependent coverage when the child is born, we cover the child for the first 31 days from the moment of birth. To continue the child's coverage past the 31 days, you must enroll the child and agree to make any required premium payments within 31 days of the date the child is born. If you fail to do this, the child's coverage will end at the end of the 31 days, and once the child is enrolled, the child is a late entrant, is subject to any applicable late entrant penalties, and will be covered as of the date you sign the enrollment form. When Dependent Coverage Ends Dependent coverage ends on the last day of the month for all of your dependents when your coverage ends. But if you die while insured, we'll automatically continue dependent benefits for those of your dependents who were insured when you died. We'll do this for six months at no cost, provided: (a) the group plan remains in force; (b) the dependents remain eligible dependents; and (c) in the case of a spouse, the spouse does not remarry. If a surviving dependent elects to continue his or her dependent benefits under this plan's "Federal Continuation Rights" provision, or under any other continuation provision of this plan, if any, this free continuation period will be provided as the first six months of such continuation. Premiums required to be paid by, or on behalf of a surviving dependent will be waived for the first six months of continuation, subject to restrictions (a), (b) and (c) above. After the first six months of continuation, the remainder of the continuation period, if any, will be subject to the premium requirements, and all of the terms of the "Federal Continuation Rights" or other continuation provisions. Dependent coverage also ends for all of your dependents when you stop being a member of a class of employees eligible for such coverage. And it ends when this plan ends, or when dependent coverage is dropped from this plan for all employees or for an employee's class. If you are required to pay all or part of the cost of dependent coverage, and you fail to do so, your dependent coverage ends. It ends on the last day of the period for which you made the required payments, unless coverage ends earlier for other reasons. An individual dependent's coverage ends when he or she stops being an eligible dependent. This happens to a child at 12:01 a.m. on the date the child attains this coverage's age limit, when he or she marries, or when a step-child is no longer dependent on you for support and maintenance. It happens to a spouse when a marriage ends in legal divorce or annulment. Read this plan carefully if dependent coverage ends for any reason. Dependents may have the right to continue certain group benefits for a limited time. CERTIFICATE AMENDMENT This rider amends the "Dependent Coverage" provisions as follows: An employee's same sex domestic partner will be eligible for dental coverage under this plan. Coverage will be provided subject to all the terms of this plan and to the following limitations: To qualify for such coverage, both the employee and his or her domestic partner must: be 18 years of age or older; be unmarried, constitute each other's sole domestic partner and not have had another domestic partner in the last 12 months; share the same permanent address for at least 12 consecutive months and intend to do so indefinitely; share joint financial responsibility for basic living expenses including food, shelter and medical expenses; not be related by blood to a degree that would prohibit marriage in the employee's state of residence; and be financially interdependent which must be demonstrated by at least four of the following:

a. ownership of a joint bank account; b. ownership of a joint credit account; c. evidence of a joint mortgage or lease; d. evidence of joint obligation on a loan; e. joint ownership of a residence; f. evidence of common household expenses such as utilities or telephone; g. execution of wills naming each other as executor and/or beneficiary; h. granting each other durable powers of attorney; i. granting each other health care powers of attorney; j. designation of each other as beneficiary under a retirement benefit account; or k. evidence of other joint financial responsibility. The employee must complete a "Declaration of Domestic Partnership" attesting to the relationship. The domestic same sex partner's dependent children will be eligible for coverage under this plan on the same basis as if the children were the employee's dependent children. Coverage for the domestic partner and his or her dependent children ends when the domestic partner no longer meets the qualifications of a domestic partner as indicated above. Upon termination of a same sex domestic partnership, a "Statement of Termination" must be completed and filed with the employer. Once the employee submits a "Statement of Termination," he or she may not enroll another domestic partner for a period of 12 months from the date of the previous termination. And, the same sex domestic partner and his or her children will be not eligible for: a. survivor benefits upon the employee's death as explained under the "When Dependent Coverage Ends" section; or b. continuation of dental coverage as explained under the "Federal Continuation Rights" section and under any other continuation rights section of this plan, unless the employee is also eligible for and elects continuation. This rider is a part of this plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this plan. DENTAL HIGHLIGHTS This page provides a quick guide to some of the Dental Expense Insurance plan features which people most often want to know about. But it's not a complete description of your Dental Expense Insurance plan. Read the following pages carefully for a complete explanation of what we pay, limit and exclude. Benefit Year Cash Deductible for Non-Orthodontic Services None Payment Rates: For Group I Services 100% For Group II Services 100% For Group III Services 100% For Group IV Services 100% Benefit Year Payment Limit for Non-Orthodontic Services For Group I, II and III Services Unlimited

Lifetime Payment Limit for Orthodontic Treatment For Group IV Services Unlimited DENTAL EXPENSE INSURANCE This insurance will pay many of your and your covered dependents' dental expenses. What we pay and the terms for payment are explained below. Covered Charges Covered charges are reasonable and customary charges for the dental services named in the List of Covered Dental Services. By reasonable, we mean the charge is the dentist's usual charge for the service furnished. But if more than one type of service can be used to treat a dental condition, we have the right to consider charges for the least expensive one which meets the accepted standards of dental practice. By customary, we mean the charge made for the given dental condition isn't more than the usual charge made by most other dentists with similar training and experience in the same geographic area. We only pay for covered charges incurred by a covered person while he's insured. A covered charge for a crown, bridge or cast restoration is incurred on the date the tooth is prepared. A covered charge for any other prosthetic device is incurred on the date the master impression is made. A covered charge for root canal treatment is incurred on the date the pulp chamber is opened. A covered charge for orthodontic treatment is incurred on the date the active appliance is first placed. All other covered charges are incurred on the date the services are furnished. Pre-Treatment Review When the expected cost of a proposed course of treatment is $300.00 or more, the covered person's dentist must send us a treatment plan before he starts. This must be done on a form acceptable to The Guardian. The treatment plan must include: (a) a list of the services to be done, using the American Dental Association Nomenclature and codes; (b) the itemized cost of each service; and (c) the estimated length of treatment. Dental X-rays, study models and whatever else we need to evaluate the treatment plan must be sent to us, too. A treatment plan must always be sent to us before orthodontic treatment starts. We review the treatment plan and estimate what we will pay. The estimate will be sent to the covered person's dentist. If we don't agree with a treatment plan, or if one is not sent in, we have the right to base our payments on treatment suited to the covered person's condition by accepted standards of dental practice. Pre-treatment review is not a guarantee of what we will pay. It tells the covered person and his dentist, in advance, what we would pay for the covered dental services named in the treatment plan. But payment is conditioned on: (a) the work being done as proposed and while the covered person is insured; and (b) the deductible and payment limit provisions and all of the other terms of this plan. Emergency treatment, oral examinations, dental X-rays and teeth cleaning are part of a course of treatment, but may be done before the pre-treatment review is made. Benefits From Other Sources This plan supplements the medical plan provided by your employer, if any. This plan, and your employer's medical plan, if any, may provide benefits for the same charges. If they do, we subtract what your employer's medical plan, if any, pays from what we'd otherwise pay. Other plans may furnish similar benefits, too. For instance, you may be covered by this plan and a similar plan through your spouse's employer. If you are, we coordinate our benefits with the benefits from these other plans. We do this so no one gets more in benefits than the charges he incurs. Read "Coordination of Benefits" to see how this works. The Benefit Provision Qualifying For Benefits Group I, II And III Non-Orthodontic Services We pay for Group I, II and III covered charges at the applicable payment rate. All charges must be incurred while the covered person is insured. What we pay is based on all of the terms of this plan.

Group IV Orthodontic Services This plan provides benefits for Group IV orthodontic services. We pay for Group IV covered charges at the applicable payment rate. Using the treatment plan, we calculate the total benefit we will pay. We divide this into equal payments, which we spread out over the shorter of two years or the proposed length of treatment. We make the initial payment when the active appliance is first placed. We make further payments at the end of each subsequent three month period. But treatment must continue and the covered person must stay insured. What we pay is based on all of the terms of this plan. Orthodontic benefits won't be charged against the benefit year payment limit which applies to all other services. Payment Rates Benefits for covered charges are paid at the following rates: Benefits for Group I Services are paid at a rate of 100% Benefits for Group II Services are paid at a rate of 100% Benefits for Group III Services are paid at a rate of 100% Benefits for Group IV Services are paid at a rate of 100% After This Insurance Ends We won't pay for charges incurred after this insurance ends. But we pay for the following if all work is finished in the 31 days after this insurance ends: (a) a crown, bridge or cast restoration, if the tooth is prepared before the insurance ends; (b) any other prosthetic device, if the master impression is made before the insurance ends; and (c) root canal treatment, if the pulp chamber is opened before the insurance ends. Benefits for orthodontic treatment will only be paid to the end of the month in which the insurance ends. The final payment will be pro-rated. Special Limitations Penalty For Late Entrants We won't cover charges incurred by a late entrant for: (1) Group II services until 6 months from the date he is insured by this plan; (2) Group III services until 12 months from the date he is insured by this plan; and (3) orthodontic treatment done in the first 24 months he is insured by this plan. However, this limitation will not apply to covered charges due solely to an injury suffered while insured. Charges not covered due to this provision are not considered covered dental services and cannot be used to satisfy this plan's deductibles. A late entrant is a person who: (1) becomes insured more than 31 days after he is eligible; or (2) becomes insured again, after his coverage lapsed because he did not make required payments. Teeth Lost Before A Covered Person Became Insured By This Plan A covered person may have lost one or more teeth before he became insured by this plan. Except as explained below, we won't pay for a prosthetic device which replaces such teeth unless the device also replaces one or more natural teeth lost or extracted after the covered person became insured by this plan. If This Plan Replaces Another Plan This plan may be replacing another plan your employer had with some other insurer. We don't want anyone to lose benefits when this happens. So we pay for certain charges incurred before this plan starts, if: (1) the covered person was insured by the old plan; and (2) the old plan would have paid for such charges. But this plan must start right after the old plan ends. And the covered person must be insured by this plan from the start. We limit what we pay to the lesser of: (1) what the old plan would have paid; or (2) what we would otherwise pay. And we deduct any benefits actually paid by the old plan under any extension provision. In the first benefit year of this plan, we also reduce this plan's deductibles by the amount of covered charges applied against the old plan's deductible. And, in the first benefit year, we charge benefits which were paid by the old plan against this plan's payment limits.

Exclusions We won't pay for: Oral hygiene, plaque control or diet instruction. Precision attachments. We won't pay for: Treatment which does not meet accepted standards of dental practice. Treatment which is experimental in nature. We won't pay for any appliance or prosthetic device used to: Change vertical dimension. Restore or maintain occlusion, except to the extent that this plan covers orthodontic treatment. Splint or stabilize teeth for periodontic reasons. Replace tooth structure lost as a result of abrasion or attrition. Treat disturbances of the temporomandibular joint. We won't pay for any service furnished for cosmetic reasons. This includes, but is not limited to: Characterizing and personalizing prosthetic devices. Making facings on prosthetic devices for any teeth in back of the second bicuspid. We won't pay for replacing an appliance or prosthetic device with a like appliance or device, unless: It is at least ten years old and can't be made usable. It is damaged while in the covered person's mouth in an injury suffered while insured, and can't be fixed. We won't pay for: Replacing a lost, stolen or missing appliance or prosthetic device. Making a spare appliance or device. We won't pay for treatment needed due to: An on-the-job or job-related injury. A condition for which benefits are payable by Worker's Compensation or similar laws. We won't pay for treatment for which no charge is made. This usually means treatment furnished by: The covered person's employer, labor union or similar group, in its dental or medical department or clinic. A facility owned or run by any governmental body. Any public program, except Medicaid, paid for or sponsored by any government body. But if a charge is made and we are legally required to pay it, we will.

List of Covered Dental Services The services covered by this plan are named in this list. Each service on this list has been placed in one of four groups. A separate payment rate applies to each group. Group I is made up of preventive services. Group II is made up of basic services. Group III is made up of major services. Group IV is made up of orthodontic services. All covered dental services must be furnished by or under the direct supervision of a dentist. And they must be usual and necessary treatment for a dental condition. Group I Preventive Dental Services (Non-Orthodontic) Prophylaxis And Fluoride Treatments Prophylaxis (limited to two treatments in the calendar year, month period) Allowance includes the complete removal of explorer-detectable calculus, soft deposits, plaque, stains, and the smoothing of tooth surfaces above the gingival attachment. Topical application of fluoride, including prophylaxis, (limited to covered persons under age 14 and limited to one treatment in any six consecutive month period). Space Maintainers (Limited to covered persons under age 16 and limited to initial appliance only) Allowance includes all adjustments in the first six months after installation: Fixed, unilateral, band or stainless steel crown type. Removal, bilateral type. Fixed And Removable Appliances To Inhibit Thumbsucking (Limited to covered persons under age 14 and limited to initial appliance only) Allowance includes all adjustments in the first six months after installation. Diagnostic Services Allowance includes examination and diagnosis x-rays. Full mouth series of at least 14 films including bitewings, if needed (limited to once in any 36 consecutive month period). Bitewing films (limited to a maximum of four films, in one visit, in any twelve consecutive month period). Intraoral periapical or occlusal x-rays single films. Extraoral superior or inferior maxillary film. Panoramic film, maxilla and mandible, allowable only when necessary to diagnose accidental injury, or in conjunction with cyst or tumor removal. Dental Sealants (Limited to the unrestored permanent molars of covered persons under age 19 and limited to one treatment in any 12 consecutive month period). Office Visits And Examinations Oral examination (limited to two examinations in any twelve consecutive month period). Emergency palliative treatment and other non-routine, unscheduled visits. We pay for this only if no other service (except x-rays) is rendered during the visit. Group II Basic Dental Services

(Non-Orthodontic) Office Visits And Examinations Diagnostic consultation with a dentist other than the one providing treatment (limited to one consultation for each dental specialty in any 12 consecutive month period) We pay for this only if no other service is rendered during the visit. Diagnostic Services Allowance includes examination and diagnosis. Diagnostic casts, when necessary to diagnose complex restorative cases. Biopsy and examination of oral tissue. Restorative Services Multiple restorations on one surface will be considered one restoration. Also see "Major Restorative Services". Allowance includes insulating base and local anesthesia. Amalgam restorations (primary or permanent teeth). Cavities involving one surface, two surfaces and three or more surfaces. Synthetic restorations: Allowable includes curing light and etchant. Anterior teeth per restoration: Acrylic or plastic filling Class I and III types; Composite resin Class I and III types 2330; Composite resin involving incisal angle. Bicuspid teeth Composite resin Class V type. Crowns: Acrylic or plastic, without metal, and Stainless steel. (Non-Orthodontic) Pins: Pin retention, exclusive of restorative material used in lieu of cast restorations. Recementation: Inlay or onlay, Crown, and Bridge. Endodontic Services Allowance includes all endodontic treatment within 12 months. Pulp capping, direct, for full or new pulpal exposure. Remineralization (Calcium Hydroxide), as a separate procedure. Vital pulpotomy. Apexification, therapeutic apical closure. Root canal therapy on non-vital (nerve-dead) teeth. Allowance includes routine x-rays and cultures, but excludes final restoration. Anterior, bicuspid, or molar teeth. Apicoectomy, as a separate procedure or in conjunction with other endodontic procedures. Allowance includes retrograde filling. Periodontic Services Allowance includes the treatment plan, local anesthetics and post-operative care. Non-Surgical Services:

Periodontal root planing As necessary for substantial bone and attachment loss (limited to one treatment per area in any 24 month period). Occlusal adjustment Allowable only when done in conjunction with periodontal surgery. Surgical Services (limited to one treatment per area in any 36 month period): Gingivectomy, per tooth Less than 3 teeth and not incidental to crown preparations. Osseous surgery, per quadrant Including all necessary (associated) surgical procedures. Mucogingival Surgery (pedicle soft tissue graft, sliding horizontal flap, free soft tissue graft). Oral Surgery Allowance includes diagnosis, the treatment plan, local anesthetics and post-surgical care. Extractions: Uncomplicated non-surgical extraction, one or more teeth. Surgical removal of erupted teeth, involving tissue flap and bone removal. Surgical removal of impacted teeth. (Non-Orthodontic) Other Surgical Procedures Alveolectomy, per quadrant. Stomatoplasty with ridge extension, per arch. Removal of mandibular tori, per quadrant. Excision of hyperplastic tissue. Excision of pericoronal gingiva, per tooth. Removal of palatal torus. Removal of cyst or tumor not associated with the removal of impacted teeth. Incision and drainage of abscess. Closure of oral fistula or maxillary sinus. Reimplantation of tooth. Frenectomy. Suture of soft tissue injury. Sialolithotomy for removal of salivary calculus. Closure of salivary fistula. Dilation of salivary duct.

Sequestrectomy for osteomyelitis or bone abscess, superficial. Maxillary sinusotomy for removal of tooth fragment or foreign body. Prosthodontic Services Specialized techniques and characterization are not covered. Also see "Major Prosthodontic Services". Denture repairs, acrylic: Repairing dentures, no teeth damaged; Repairing dentures and replace one or more broken teeth; and Replacing one or more broken teeth, no other damage. Denture repairs, metal Allowance based on the extent and nature of damage and on the type of materials involved. Full or partial denture rebase, jump case (limited to once per denture in any 36 consecutive month period). Full or partial denture reline (limited to once per denture in any 12 consecutive month period): Office reline; Cold cure; Laboratory reline. Denture adjustments (limited to adjustments by a dentist other than the one providing the denture, and adjustments are more than 6 months after the initial installation). Tissue conditioning (limited to a maximum of 2 treatments per arch in any 12 consecutive month period). Adding teeth to partial dentures to replace extracted natural teeth. Repairs to crowns and bridges allowance based on the extent and nature of damage and the type of materials involved). Other Services General anesthesia in connection with surgical procedures only. Injectable antibiotics needed solely for treatment of a dental condition.

Group III Major Dental Services (Non-Orthodontic) Restorative Services Cast restorations and crowns are covered only when needed because of decay or injury, and only when the tooth cannot be restored with a routine filling material. Allowance includes insulating bases, temporization and minor associated gingival involvement. Also see "Basic Restorative Services". Inlays. Onlays, in the presence of an inlay. Crowns and Posts: Acrylic with metal. Porcelain, Porcelain with metal, Full cast metal (other than stainless steel), 3/4 cast metal (other than stainless steel), Cast post and core, in addition to crown (not a thimble coping), Steel post and composite or amalgam core, in addition to crown, and Cast dowel pin (one-piece cast with crown) Allowance based on type of crown, Crown build-up Necessitated by loss of natural tooth structure. Prosthodontic Services Specialized technique and characterizations are not covered. Also see "Basic Prosthodontic Services". Fixed bridges Each abutment and each pontic makes up a unit in a bridge. Bridge abutments See inlays and crowns under "Major Restorative Services". Bridge Pontics: Cast metal, sanitary, Plastic or porcelain with metal, and Slotted pontic. Simple stress breakers, per unit.

Dentures Allowance includes all adjustments done by the dentist furnishing the denture in the first 6 months after installation. Temporary dentures older than one year are considered to be a permanent appliance. Full dentures, upper or lower. Partial dentures Allowance includes base, all clasps, rests and teeth. Unilateral, one piece chrome casting, clasp attachment, including pontics. Upper, with two chrome clasps with rests, acrylic base. Upper, with chrome palatal bar and clasps, acrylic base. Lower, with two chrome clasps with rests, acrylic base. Lower, with chrome lingual bar and clasps, acrylic base. Stayplate base, upper or lower (anterior teeth only). Group IV Orthodontic Services Orthodontic Services Any Group I, II or III service in connection with orthodontic treatment. Surgical exposure of impacted or unerupted teeth in connection with orthodontic treatment - Allowance includes routine x-rays, local anesthetics and postsurgical care. Active appliances All types Allowance includes diagnostic services, the treatment plan, the fitting, making and placing of the active appliance, and all related office visits including post-treatment stabilization. ELIGIBILITY FOR PRESCRIPTION DRUG COVERAGE Employee Coverage Eligible Employees To be eligible for employee coverage you must be an active full-time/part-time employee or a qualified retiree. And you must belong to a class of employees covered by this plan. When Your Coverage Starts Employee benefits are scheduled to start on the effective date shown on the sticker attached to the inside front cover of this booklet. But you must be actively at work on a full-time/part-time basis, unless you are disabled or unless you are a qualified retiree, on the scheduled effective date. And you must have met all of the applicable conditions explained above, and any applicable waiting period. If you are an active full-time employee and are not actively at work on any date your insurance is scheduled to start, unless you are disabled, we will postpone your coverage until you return to active full-time work. If you are a qualified retiree, you can not be confined in a health care facility on the scheduled effective date of coverage. If you are confined on that date, we will postpone your coverage until the day you are discharged. And you must also have met all of the applicable conditions of eligibility and any applicable waiting period in order for coverage to start. Sometimes, the effective date shown on the sticker is not a regularly scheduled work day. But coverage will still start on that date if you were actively at work on a full-time basis on your last regularly scheduled work day. When Your Coverage Ends If you are an active full-time/part-time employee, your coverage ends on the date your active full-time service ends for any reason, other than disability. Such reasons include death, retirement (except for qualified retirees), layoff, leave of absence and the end of employment. It also ends on the date you stop being a member of a class of employees eligible for insurance under this plan, or when this plan ends for all employees. And it ends when this plan is changed so that benefits for the class of employees to which you belong ends. Read this booklet carefully if your coverage ends. You may have the right to continue certain group benefits for a limited time.

Dependent Coverage Eligible Dependents For Dependent Prescription Drug Benefits Your eligible dependents are: your legal spouse; your same sex domestic partner who meets the eligibility criteria on the Domestic Partner statement; your unmarried dependent children until the end of the month in which they turn age 19; and your unmarried dependent children, from age 19 until the end of the month of their 25th birthday, who are enrolled as full-time students at accredited schools with a minimum of 9 credit hours. Unmarried dependent children include your dependent grandchildren who reside with you or if you are named in a court order as having legal custody or the parent of the grandchild(ren) is an eligible dependent child(ren) of your same sex domestic partner if they meet the criteria for unmarried natural children and their primary residence is with the employee. Adopted Children And Step-Children Your "unmarried dependent children" include your legally adopted children and, if they depend on you for most of their support and maintenance, your stepchildren. We treat a child as legally adopted from the time the child is placed in your home for the purpose of adoption. We treat such a child this way whether or not a final adoption order is ever issued. Dependents Not Eligible We exclude any dependent who is insured by this plan as an employee. And we exclude any dependent who is on active duty in any armed force. Handicapped Children You may have an unmarried child with a mental or physical handicap, or developmental disability, who can't support himself or herself. Subject to all of the terms of this coverage and the plan, such a child may stay eligible for dependent benefits past this coverage's age limit. The child will stay eligible as long as he or she stays unmarried and unable to support himself or herself, if: (a) his or her conditions started before he or she reached this coverage's age limit; (b) he or she became insured by this coverage before he or she reached the age limit, and stayed continuously insured until he or she reached such limit; and (c) he or she depends on you for most of his or her support and maintenance. But, for the child to stay eligible, you must send us written proof that the child is handicapped and depends on you for most of his or her support and maintenance. You have 31 days from the date the child reaches the age limit to do this. We can ask for periodic proof that the child's condition continues. But, after two years, we can't ask for this proof more than once a year. The child's coverage ends when yours does. When Dependent Coverage Starts In order for your dependent coverage to begin you must already be insured for employee coverage, or enroll for employee and dependent coverage at the same time. The date your dependent coverage starts depends on when you elect to enroll your initial dependents and agree to make any required payments. The date your dependent coverage starts depends on when you elect to enroll your initial dependents, submit each dependent's signed health statement, and agree to make any required payments. If you do this on or before your eligibility date, the dependent's coverage is scheduled to start on the later of your eligibility date and the date you become insured for employee coverage. If you do this within or after the enrollment period, the coverage is scheduled to start on the later of the date you sign the enrollment form and the date you become insured for employee coverage. Once you have dependent coverage for your initial dependents, you must notify us when you acquire any new dependents and agree to make any additional payments required for their coverage. A newly acquired dependent will be covered from the later of the date you notify us and agree to make any additional payments, and the date the newly acquired dependent is first eligible. Newborn Children We cover your newborn child for dependent benefits, from the moment of birth if, you are already covered for dependent child coverage when the child is born. If you do not have dependent coverage when the child is born, we cover the child for the first 31 days from the moment of birth. To continue the child's coverage past the 31 days, you must enroll the child and agree to

make any required premium payments within 31 days of the date the child is born. If you fail to do this, the child won't be covered until you enroll the child and agree to make any required premium payments. When Dependent Coverage Ends Dependent coverage ends on the last day of the month for all of your dependents when your coverage ends. But if you die while insured, we'll automatically continue dependent benefits for those of your dependents who were insured when you died. We'll do this for six months at no cost, provided: (a) the group plan remains in force; (b) the dependents remain eligible dependents; and (c) in the case of a spouse, the spouse does not remarry. If a surviving dependent elects to continue his or her dependent benefits under this plan's "Federal Continuation Rights" provision, or under any other continuation provision of this plan, if any, this free continuation period will be provided as the first six months of such continuation. Premiums required to be paid by, or on behalf of a surviving dependent will be waived for the first six months of continuation, subject to restrictions (a), (b) and (c) above. After the first six months of continuation, the remainder of the continuation period, if any, will be subject to the premium requirements, and all of the terms of the "Federal Continuation Rights" or other continuation provisions. Dependent coverage also ends for all of your dependents when you stop being a member of a class of employees eligible for such coverage. And it ends when this plan ends, or when dependent coverage is dropped from this plan for all employees or for an employee's class. If you are required to pay all or part of the cost of dependent coverage, and you fail to do so, your dependent coverage ends. It ends on the last day of the period for which you made the required payments, unless coverage ends earlier for other reasons. An individual dependent's coverage ends when he or she stops being an eligible dependent. This happens to a child at 12:01 a.m. on the date the child attains this coverage's age limit, when he or she marries, or when a step-child is no longer dependent on you for support and maintenance. It happens to a spouse when a marriage ends in legal divorce or annulment. Read this plan carefully if dependent coverage ends for any reason. Dependents may have the right to continue certain group benefits for a limited time.' CERTIFICATE AMENDMENT This rider amends the "Dependent Coverage" provisions as follows: An employee's domestic partner will be eligible for prescription drug coverage under this plan. Coverage will be provided subject to all the terms of this plan and to the following limitations: To qualify for such coverage, both the employee and his or her domestic partner must: be 18 years of age or older; be unmarried, constitute each other's sole domestic partner and not have had another domestic partner in the last 12 months; share the same permanent address for at least 12 consecutive months and intend to do so indefinitely; share joint financial responsibility for basic living expenses including food, shelter and medical expenses; not be related by blood to a degree that would prohibit marriage in the employee's state of residence; and be financially interdependent which must be demonstrated by at least four of the following: a. ownership of a joint bank account; b. ownership of a joint credit account; c. evidence of a joint mortgage or lease; d. evidence of joint obligation on a loan; e. joint ownership of a residence; f. evidence of common household expenses such as utilities or telephone; g. execution of wills naming each other as executor and/or beneficiary; h. granting each other durable powers of attorney; i. granting each other health care powers of attorney; j. designation of each other as beneficiary under a retirement benefit account; or

k. evidence of other joint financial responsibility. The employee must complete a "Declaration of Domestic Partnership" attesting to the relationship. The domestic partner's dependent children will be eligible for coverage under this plan on the same basis as if the children were the employee's dependent children. Coverage for the domestic partner and his or her dependent children ends when the domestic partner no longer meets the qualifications of a domestic partner as indicated above. Upon termination of a domestic partnership, a "Statement of Termination" must be completed and filed with the employer. Once the employee submits a "Statement of Termination," he or she may not enroll another domestic partner for a period of 12 months from the date of the previous termination. And, the domestic partner and his or her children will not be eligible for: a. survivor benefits upon the employee's death as explained under the "When Dependent Coverage Ends" section; b. continuation of prescription drug coverage as explained under the "Federal Continuation Rights" section and under any other continuation rights section of this plan, unless the employee is also eligible for and elects continuation; or c. conversion of prescription drug coverage as explained under the "Converting This Group Health Insurance" section of this plan. This rider is a part of this plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this plan. PRESCRIPTION DRUG EXPENSE INSURANCE This plan pays benefits for covered drugs prescribed by a doctor. What we pay and the terms of payment are explained below. Covered Drugs This plan covers: (a) legend drugs; (b) compound drugs which include at least one legend drug: (c) injectable insulin; and (d) other drugs which, under applicable state law, may only be dispensed when prescribed by a doctor. This plan only pays benefits for covered drugs which are: (a) prescribed by a doctor (except for insulin); (b) dispensed by a licensed pharmacist or by a mail order pharmacy; (c) needed to treat a sickness or injury; and (d) accepted as safe and effective by the health community. Dispensing Limits Each time a covered drug is dispensed by a mail order pharmacy, we will pay a benefit for an amount not exceeding a 90 day supply, when used as prescribed. If the covered person does not obtain the covered drug from a mail order pharmacy, each time the covered drug is dispensed, we will pay a benefit for an amount not exceeding the greater of: (a) a 34 day supply, when used as prescribed; or (b) a 100 unit dose, when used as prescribed. What we pay is based on all of the terms of this plan. See "Exclusions" for the drugs we exclude. Benefit Provisions Cash Deductible A covered person must pay an out-of-pocket cash deductible for each covered drug each time it is dispensed. This prescription drug deductible must be paid before this plan pays any benefit for that drug. The deductible amount for each prescription or refill is: for drugs received from a mail order pharmacy none for drugs not received from a mail order pharmacy none After the deductible is paid, we will pay the covered charge in excess of the deductible for each covered drug dispensed while the covered person is insured. Of course, what we pay is subject to all the terms of this plan.

Extended Benefit If a covered person is totally disabled and under a doctor's care when his insurance ends, we will extend his prescription drug expense insurance, in accordance with the Extended Benefits provision under the Major Medical portion of this plan, but not for more than three months. There is no premium charged for the extended prescription drug insurance coverage. But, the covered person will have to pay the cash deductible for each prescription. Employer Liability If a covered person's insurance ends for any reason, the employer will be liable to us for any benefits paid to such previously covered person after his insurance ends, except as described in the Extended Benefit provision. Exclusions We won't pay for any of the following: Administering a drug. Drugs labeled "Caution limited by Federal Law to investigational use", or experimental drugs. Drugs, except injectable insulin, which can be obtained legally without a doctor's prescription. Any therapeutic device or appliance. This includes support garments and other non-medical substances, regardless of their intended use. Immunization agents, biological sera, blood or blood plasma, or vitamins (other than legend vitamins). Drugs needed due to conditions caused, directly or indirectly, by a covered person taking part in a riot or other civil disorder; or the covered person taking part in the commission of a felony. Drugs needed due to conditions caused, directly or indirectly, by declared or undeclared war or act of war. Drugs dispensed to a covered person while on active duty in any armed force. Drugs for which there is no charge. This usually means drugs furnished by the covered person's employer, labor union or similar group, in its medical department or clinic; a hospital or clinic owned or run by any government body; or any public program, except Medicaid, paid for or sponsored by any government body. But if a charge is made and we are legally required to pay it, we will. Drugs dispensed to, or taken by, a covered person while confined to a hospital, an extended care center or a drug abuse, alcohol abuse or mental health center or any similar facility. Any drugs which are paid for, in whole or in part, by another group health coverage or plan. Drugs needed due to an on-the-job or job-related injury, or conditions for which benefits are payable by Worker's Compensation or similar laws. Refills of a prescription in excess of the number of refills ordered by the doctor. A refill dispensed more than one year from the date of the doctor's order. Pharmacy Discounts and Rebates We may participate in programs to provide a covered person under the plan with information that may help to reduce his or her expenses for certain drugs and supplies. This information may include coupons; rebates; or other offers from pharmaceutical manufacturers; MedcoHealth; or us that enables a covered person, at his or her discretion, to purchase the described drug products or supplies at a discount or no charge. This information may include content developed by, and at the expense of pharmaceutical manufacturers or MedcoHealth. This information is not medical advice. The decision whether or not to use this information is the covered person's and we recommend that the covered person consult with his or her doctor. COORDINATION OF BENEFITS

Important Notice This section applies to all group health benefits under this plan; except prescription drug coverage, if any. It does not apply to any death, dismemberment, or loss of income benefits that may be provided under this plan. Purpose When a covered person has health care coverage under more than one plan, this section allows this plan to coordinate what it pays with what other plans pay. This is done so that the covered person does not collect more in benefits than he or she incurs in charges. Definitions Allowable Expense This term means any necessary, reasonable, and customary item of health care expense that is covered, at least in part, by any of the plans which cover the person. This includes: (a) deductibles; (b) coinsurance; and (c) copayments. When a plan provides benefits in the form of services, the reasonable cash value of each service will be considered an allowable expense and a benefit paid. An expense or service that is not covered by any of the plans is not an allowable expense. Examples of other expenses or services that are not allowable expenses are: (1) If a person is confined in a private hospital room, the difference between the cost of a semi-private room in the hospital and the private room is not an allowable expense. This does not apply if: (a) the stay in the private room is medically necessary in terms of generally accepted medical practice; or (b) one of the plans routinely provides coverage for private hospital rooms. (2) The amount a benefit is reduced by the primary plan because a person does not comply with the plan's provisions is not an allowable expense. Examples of these provisions are: (a) precertification of admissions and procedures; (b) continued stay reviews; and (c) preferred provider arrangements. (3) If a person is covered by two or more plans that compute their benefit payments on the basis of reasonable and customary charges, any amount in excess of the primary plan's reasonable and customary charges for a specific benefit is not an allowable expense. (4) If a person is covered by two or more plans that provide benefits or services on the basis of negotiated fees, an amount in excess of the primary plan's negotiated fees for a specific benefit is not an allowable expense. If a person is covered by one plan that computes its benefits or services on the basis of reasonable and customary charges and another plan that provides its benefits or services on the basis of negotiated fees, the primary plan's payment arrangements will be the allowable expense for all plans. However, if the provider has contracted with the secondary plan to provide the benefit or service for a specific negotiated fee or payment amount that is different than the primary plan's payment arrangement and if the provider's contract permits, the negotiated fee or payment shall be the allowable expense used by the secondary plan to determine its benefit. Claim Determination Period This term means a request that benefits of a plan be provided or paid. This term means a calendar year. It does not include any part of a year during which a person has no coverage under this plan, or before the date this section takes effect. Coordination Of Benefits This term means a provision which determines an order in which plans pay their benefits, and which permits secondary plans to reduce their benefits so that the combined benefits of all plans do not exceed total allowable expenses. Custodial Parent This term means a parent awarded custody by a court decree. In the absence of a court decree, it is the parent with whom the child resides more than one half of the calendar year without regard to any temporary visitation. Group-Type Contracts This term means contracts: (a) which are not available to the general public; and (b) can be obtained and maintained only because of membership in or connection with a particular organization or group. Hospital Indemnity Benefits This term means benefits that are not related to expenses incurred. This term does not include reimbursement-type benefits even if they are designed or administered to give the insured the right to elect indemnity-type benefits at the time of claim.

Plan This term means any of the following that provides benefits or services for health care or treatment: (1) group insurance and group subscriber contracts; (2) uninsured arrangements of group or group-type coverage; (3) group or group-type coverage through health maintenance organizations (HMOs) and other prepayment, group practice and individual practice plans; (4) group-type contracts; (5) amounts of group or group- type hospital indemnity benefits in excess of $100.00 per day; (6) medical benefits under group automobile contracts, group or individual automobile "no-fault" contracts, and under traditional "fault" type contracts to the extent that such contracts are primary plans; and (7) Medicare or other governmental benefits, as permitted by law. This term does not include individual or family: (a) insurance contracts; (b) subscriber contracts; (c) coverage through HMOs; or (d) coverage under other prepayment, group practice and individual practice plans. This term also does not include: (i) amounts of group or group-type hospital indemnity benefits of $100.00 or less per day; (ii) school accident type coverage; or (iii) Medicaid, and coverage under other governmental plans, unless permitted by law. This term also does not include any plan that this plan supplements. Plans that this plan supplements are named in the benefit description. Each type of coverage listed above is treated separately. If a plan has two parts and coordination of benefits applies only to one of the two, each of the parts is treated separately. Primary Plan This term means a plan that pays first without regard that another plan may cover some expenses. A plan is a primary plan if either of the following is true: (1) the plan either has no order of benefit determination rules, or its rules differ from those explained in this section; or (2) all plans that cover the person use the order of benefit determination rules explained in this section, and under those rules the plan pays its benefits first. Secondary Plan This term means a plan that is not a primary plan. This Plan This term means the group health benefits, except prescription drug coverage, if any, provided under this group plan. Order Of Benefit Determination The primary plan pays or provides its benefits as if the secondary plan or plans did not exist. A plan may consider the benefits paid or provided by another plan to determine its benefits only when it is secondary to that other plan. If a person is covered by more than one secondary plan, the rules explained below decide the order in which secondary plan benefits are determined in relation to each other. A plan that does not contain a coordination of benefits provision is always primary. When all plans have coordination of benefits provisions, the rules to determine the order of payment are listed below. The first of the following rules that applies is the rule to use. Non-Dependent Or Dependent The plan that covers the person other than as a dependent (for example, as an employee, member, subscriber, or retiree) is primary. The plan that covers the person as a dependent is secondary. But, if the person is a Medicare beneficiary and, as a result of federal law, Medicare is secondary to the plan that covers the person as a dependent; and primary to the plan that covers the person other than as a dependent (for example, as a retiree); then the order of payment between the two plans is reversed. In that case, the plan that covers the person as an employee, member, subscriber, or retiree is secondary and the other plan is primary. Child Covered Under More Than One Plan The order of benefit determination when a child is covered by more than one plan is: (1) If the parents are married, or are not separated (whether or not they ever have been married), or a court decree awards joint custody without specifying that one party must provide health care coverage, the plan of the parent whose birthday is earlier in the year is primary. If both parents have the same birthday, the plan that covered either of the parents longer is primary. If a plan does not have this birthday rule, then that plan's coordination of benefits provision will determine which plan is primary. (2) If the specific terms of a court decree state that one of the parents must provide health care coverage and the plan of the parent has actual knowledge of those terms, that plan is primary. This rule applies to claim determination periods that start after the plan is given notice of the court decree.

(3) In the absence of a court decree, if the parents are not married, or are separated (whether or not they ever have been married), or are divorced, the order of benefit determination is: (a) the plan of the custodial parent; (b) the plan of the spouse of the custodial parent; and (c) the plan of the noncustodial parent. Active Or Inactive Employee The plan that covers a person as an active employee, or as that person's dependent, is primary. An active employee is one who is neither laid off nor retired. The plan that covers a person as a laid off or retired employee, or as that person's dependent, is secondary. If a plan does not have this rule and as a result the plans do not agree on the order of benefit determination, this rule is ignored. Continuation Coverage The plan that covers a person as an active employee, member, subscriber, or retired employee, or as that person's dependent, is primary. The plan that covers a person under a right of continuation provided by federal or state law is secondary. If a plan does not have this rule and as a result the plans do not agree on the order of benefit determination, this rule is ignored. Length Of Coverage The plan that covered the person longer is primary. Other If the above rules do not determine the primary plan, the allowable expenses will be shared equally between the plans that meet the definition of plan under this section. But, this plan will not pay more than it would have had it been the primary plan. Effect On The Benefits Of This Plan When This Plan Is Primary When this plan is primary, its benefits are determined before those of any other plan and without considering any other plan's benefits. When This Plan Is Secondary When this plan is secondary, it may reduce its benefits so that the total benefits paid or provided by all plans during a claim determination period are not more than 100% of total allowable expenses. When the benefits of this plan are reduced, each benefit is reduced in proportion. It is then charged against any applicable benefit limit of this plan. If the primary plan is an HMO and an HMO member has elected to have health care services provided by a non-HMO provider this plan will pay as if it is the primary plan. Right To Receive And Release Needed Information Certain facts about health care coverage and services are needed to apply these rules and to determine benefits payable under this plan and other plans. This plan may get the facts it needs from, or give them to, other organizations or persons to apply these rules and determine benefits payable under this plan and other plans which cover the person claiming benefits. This plan need not tell, or get the consent of, any person to do this. Each person claiming benefits under this plan must provide any facts it needs to apply these rules and determine benefits payable. Facility Of Payment A payment made under another plan may include an amount that should have been paid by this plan. If it does, this plan may pay that amount to the organization that made the payment. That amount will then be treated as though it were a benefit paid by this plan. This plan will not have to pay that amount again. As used here, the term "payment made" includes the reasonable cash value of any benefits provided in the form of services. Right Of Recovery If the amount of the payments made by this plan is more than it should have paid under this section, it may recover the excess: (a) from one or more of the persons it has paid or for whom it has paid; or (b) from any other person or organization that may be responsible for benefits or services provided for the covered person. As used here, the term "amount of the payments made" includes the reasonable cash value of any benefits provided in the form of services.

HOW THIS PLAN INTERACTS WITH MEDICARE This section shows how this plan's group health benefits interact with the benefits payable under Medicare. Definitions As used here, these terms have the meanings shown below. Group Health Benefits: This term means this plan's: major medical; out-of-network point-of-service; and prescription drug coverage. Medicare; This term means Parts A and B of the health care program for the aged and disabled provided by Title XVIII of the Social Security Act of 1965, as amended from time to time. Medicare Eligible: This term means a covered person who is eligible for Medicare due to: (a) age; (b) disability; or (c) end stage renal disease. A covered person is deemed to be a Medicare Eligible on the first day any coverage under Medicare could start for him or her. Interaction With Medicare Subject to the exception shown below, this plan coordinates its group health benefits with benefits payable by Medicare. This is done whether or not the covered person is enrolled for Medicare for all covered persons who are Medicare Eligible and meet one or more of these conditions: 1. A former employee whose group health benefits under this plan are continued for any reason. 2. A former employee's covered dependent or former covered dependent whose group health benefits under this plan are continued for any reason. 3. An active employee, former employee, active employee's covered dependent, or former employee's covered dependent, or former covered dependent, who: (a) is eligible for Medicare due to end stage renal disease; and (b) has been so eligible for 30 months in a row. 4. An active employee, who is eligible for Medicare due to disability, whose employer and each other employer that participates in the employer's plan has less than 100 employees. 5. A covered dependent, who is eligible for Medicare due to disability, of an active employee whose employer and each other employer that participates in the employer's plan has less than 100 employees. 6. An active employee, who is eligible for Medicare due to age, of an employer who has less than 20 employees. 7. A covered dependent, who is eligible for Medicare due to age, of an active employee of an employer who has less than 20 employees. 8. A member of a religious order, the members of which are required to take a vow of poverty, whose activities are considered employment only because the religious order has made an election of social security coverage as allowed under the United States Internal Revenue Code. To do this, the amount of group health benefits payable for each such covered person will be reduced so that the total amount payable by Medicare and this plan will be no more than 100% of the charages incurred by him or her. With respect to Medicare, this plan will assume: (a) The amount payable under Part A for a person who is eligible for that part without premium payment, but who has not enrolled for it, to be the amount he or she would have received if he or she had enrolled for it. (b) The amount payable under Part B for a person who is eligible for that Part, but who has not enrolled for it, to be the amount he or she would have received if he or she had enrolled for it.

(c) The amount payable under Part B for a person who has entered into a private contract with a provider to be the amount he or she would have received in the absence of such private contract. In all cases, interaction of this plan's benefits with Medicare will comply with federal statutes and regulations. Exception: In the case of an employer who employs 20 or more employees, an active employee and his or her covered dependent who is eligible for Medicare due to age may choose: (a) to be covered for the group health benefits provided by this plan; or (b) Medicare as his or her primary health plan. If such person chooses Medicare, no group health benefits will be payable for him or her under this plan. His or her group health benefits under this plan will end on the date he or she chooses Medicare. But, he or she may later choose to be covered again for the group health benefits under this plan. In that case, he or she will be treated as a late enrollee under this plan. WORKER'S COMPENSATION For Persons Not Covered By Worker's Compensation A covered person may not be eligible for, or may choose not to be covered by Worker's Compensation. Such person may sustain an on-the-job or job-related injury. If this occurs, we provide benefits as described below: (1) For all coverages under this plan, except those that provide benefits for loss of life or loss of income due to disability, we pay benefits for covered charges incurred by the covered person for care and treatment of such injury or condition to the same extent we'd pay benefits for covered charges due to any other sickness or injury. But what we pay is based on all the terms of this plan. (2) For any coverages that provide benefits for loss of income due to disability, we pay benefits for disability due to such injury or condition the same way we'd pay benefits for any other disability. But what we pay is based on all the terms of this plan. CERTIFICATE AMENDMENT This rider amends this plan to include the following provision: Right of Reimbursement If a covered person recovers expenses for sickness or injury that occurred due to the negligence of a third party, we have the right to first reimbursement for all medical, dental, or loss of earnings benefits we paid from any and all damages collected from the negligent third party for those same expenses whether by action at law, settlement, or compromise, by the covered person, the covered person's parents if the covered person is a minor, or the covered person's legal representative, as a result of that sickness or injury. We are to be furnished any information or assistance, and be provided any documents that we may reasonably require, in order to exercise our rights under this provision. This provision applies whether or not the third party admits liability. As used here, "third party" means anyone, other than Guardian, the employer or the covered person. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate. GLOSSARY This Glossary defines the italicized terms appearing in your booklet. Active Appliance means an appliance like braces, used in orthodontic treatment to move teeth. Ambulatory Surgical Center means a facility which is mainly engaged in performing outpatient surgery. It must: (a) be staffed by doctors and nurses , under the supervision of a doctor ; (b) have permanent operating and recovery rooms; (c) be staffed and equipped to give emergency care; and (d) have written back-up arrangements with a local hospital for emergency care. We'll recognize it if it carries out its stated purpose under all relevant state and local laws, and it is either: (a) accredited for its stated purpose by either the Joint Commission or the Accreditation Association for Ambulatory Care; or (b) approved for its stated purpose by Medicare. We don't recognize a facility as an ambulatory surgical center if it is part of a hospital. Appliance means any dental device other than a prosthetic device. Benefit Year with respect to this plan's dental expense insurance, means a 12 month period which starts on October 1st and ends on September 30th.

Benefit Year with respect to the Major Medical Expense portion of this plan, means each successive 12 month period which starts on January 1st and ends on December 31st. Birthing Center means a facility which mainly provides care and treatment for people during uncomplicated pregnancy, routine full-term delivery, and the immediate post-partum period. It must: (a) provide full-time skilled nursing care by or under the supervision of nurses; (b) be staffed and equipped to give emergency care; and (c) have written back-up arrangements with a local hospital for emergency care. We'll recognize it if: (a) it carries out its stated purpose under all relevant state and local laws; or (b) it is approved for its stated purpose by the Accreditation Association for Ambulatory Care; or (c) it is approved for its stated purpose by Medicare. We don't recognize a facility as a birthing center if it's part of a hospital. Close Relative means: (a) a covered person's spouse, children, parents, brothers and sisters; and (b) any other person who is part of a covered person's household. We don't pay for services and supplies furnished by close relatives. Covered Charges are reasonable charges for the types of services and supplies described in the "Covered Charges" and "Charges Covered with Special Limitations" section of this plan's Major Medical Expense Insurance provisions, and the "Covered Drugs" section of this plan's Prescription Drug Expense Insurance provisions. The services and supplies must be: (a) furnished or ordered by a recognized health care provider; (b) medically necessary to diagnose or treat a sickness or injury; (c) accepted by a professional medical society in the United States as beneficial for the control or cure of the sickness or injury being treated; and (d) furnished within the framework of generally accepted methods of medical management currently used in the United States. By "reasonable" we mean the charge isn't more than the usual local charge for that service or supply. When we decide what's reasonable, we look at the covered person's condition and how severe it is. And we also look at special circumstances. A covered charge is incurred on the date the service or supply is furnished. Subject to all of the terms of this plan, we pay benefits for covered charges incurred by a covered person while he's insured by this plan. Read the entire plan to find out what we limit or exclude. Covered Person with respect to this plan's dental expense insurance, means an employee or any of his covered dependents. Covered Dependent means an eligible dependent who is covered by the Major Medical Expense portion of this plan. Covered Family means you and those of your eligible dependents who are covered by the Major Medical Expense portion of this plan. Covered Person with respect to the Major Medical Expense portion of this plan, means you or a covered dependent. Covered Person with respect to the Prescription Drug Expense portion of this plan, means you or a covered dependent. Creditable Coverage means coverage of a person under: (a) a group health plan, including COBRA continuation coverage; (b) an individual health policy; (c) Medicare Part A or B; (d) Medicaid; (e) CHAMPUS; (f) Federal Employees Health Benefit Plan; (g) a medical care program of the Indian Health Service or of a tribal organization; (h) a state health benefits risk pool; (i) a public health plan; or (j) a Peace Corps Plan. When determining if coverage is creditable coverage, we use the guidelines established by all applicable State and/or Federal laws and regulations. We, however, reserve the right to determine if coverage is included or excluded from the definition of creditable coverage. Custodial Care means any service or supply, including room and board, which: (a) is furnished mainly to help a person meet his routine daily needs; and (b) can be furnished by someone who has no professional health care training or skills. Even if you or a covered dependent are in a hospital or other recognized facility, we don't pay for care if it's mainly custodial. Dentist means any dental or medical practitioner we are required by law to recognize who: (a) is properly licensed or certified under the laws of the state where he practices; and (b) provides services which are within the scope of his or her license or certificate and covered by this plan. Doctor means a medical or dental practitioner we are required by law to recognize who: (a) is properly licensed or certified to provide medical care under the laws of the state where he practices; and (b) provides medical services which are within the scope of his or her license or certificate and are covered by this plan. Drug Abuse Centers, Alcohol Abuse Centers, Mental Health Centers mainly provide treatment for people with drug abuse, alcohol abuse or mental health problems. We'll recognize such a place if it carries out its stated purpose under all relevant state and local laws, and it is either: (a) accredited for its stated purpose by the Joint Commission; or (b) approved for its stated purpose by Medicare.

Durable Medical Equipment is equipment which: (a) can withstand repeated use; (b) is mainly and customarily used to serve a medical purpose; (c) is generally not useful to a covered person in the absence of a sickness or injury; and (d) is suitable for use in the home. Some examples are wheel chairs, hospital-type beds, and breathing equipment. Eligibility Date for dependent coverage is the earliest date on which: (a) you have initial dependents; and (b) are eligible for dependent coverage. Eligible Dependent is defined in the provision entitled "Dependent Coverage." Employee means a person who works for the employer at the employer's place of business, and whose income is reported for tax purposes using a W-2 form. Employer means GENERAL MILLS, INC. Enrollment Date means: (a) for a newly hired employee, the date you are hired by the employer for full-time service; (b) for a late enrollee, the date you sign the enrollment form; or (c) for a special enrollee, the date of the event which triggers a special enrollment period. Enrollment Period with respect to dependent coverage, means the 31 day period which starts on the date that you first become eligible for dependent coverage. Experimental Treatment means treatment: (a) that has not been scientifically proven or fully developed; (b) cannot be supported in medical literature published by a professional medical society in the United States; (c) is not accepted by a professional medical society in the United States as beneficial for the control or cure of sickness or injury being treated; or (d) is not furnished within the framework of generally accepted methods of medical management currently being used in the United States. Extended Care Center means a facility which mainly provides full-time inpatient skilled nursing care for sick or injured people who don't need to be in a hospital. We'll recognize it if it carries out its stated purpose under all relevant state and local laws, and it is either: (a) accredited for its stated purpose by the Joint Commission; or (b) approved for its stated purpose by Medicare. In some places, an "Extended Care Center" may be called a "Skilled Nursing Center." Full-time means the employee regularly works at least the number of hours in the normal work week set by the employer (but not less than 30 hours per week), at his employer's place of business. Home Health Agency means a provider which mainly provides home health care to sick or injured people under a home health care program designed to reduce or eliminate hospital stays. We will recognize it if: (a) it carries out its stated purpose under all relevant state and local laws; and (b) it is approved for its stated purpose by Medicare. Hospice means a facility which mainly provides palliative and supportive care for terminally ill people under a hospice care program. We will recognize a hospice if it carries out its stated purpose under all relevant state and local laws, and it is either: (a) approved for its stated purpose by Medicare; or (b) accredited for its stated purpose by either the Joint Commission or the National Hospice Organization. Hospital means a facility which mainly provides inpatient care and treatment for sick or injured people. It may also provide outpatient services. We'll recognize it if it carries out its stated purpose under all relevant state and local laws, and it is either: (a) accredited as a hospital by the Joint Commission; or (b) approved as a hospital by Medicare. Initial Dependents means those eligible dependents you have at the time you first become eligible for employee coverage. If at this time you do not have any eligible dependents, but you later acquire them, the first eligible dependents you acquire are your initial dependents. Injury with respect to this plan's dental expense insurance, means all damage to a covered person's mouth due to an accident, and all complications rising from that damage. But the term injury does not include damage to teeth, appliances or prosthetic devices which results from chewing or biting food or other substances. Injury means all damage to a covered person's body due to an accident, and all complications arising from that damage.

Inpatient means a covered person who is physically confined as a registered bed patient in a hospital or other recognized health care facility. Joint Commission means the Joint Commission on the Accreditation of Health Care Facilities. Late Enrollee means an employee or dependent who fails to enroll in this plan: (a) within 30 days of your hire for full-time service with the employer; (b) within 30 days of the date he or she becomes an eligible dependent; or (c) during a special enrollment period, as defined below. However, if an eligibility waiting period under this plan applies to a covered person, the covered person will be considered a late enrollee if he or she fails to enroll within 30 days of the end of the waiting period. Legend Drug means any drug or vitamin which must be labeled "Caution Federal Law prohibits dispensing without a prescription." Mail Order Pharmacy is a licensed pharmaceutical warehouse which has an agreement in force with us to provide prescription drugs by mail to covered persons. Medicaid means the health care program for the needy provided by Title XIX of the Social Security Act, as amended from time to time. Medicare means Parts A and B of the health care program for the aged and disabled provided by the Title XVIII of the Social Security Act, as amended from time to time. Mental and Nervous Condition means a sickness which manifests symptoms which are primarily mental or nervous, regardless of any underlying physical cause. Newly Acquired Dependent means an eligible dependent you acquire after you already have coverage in force for initial dependents. Non-Covered Expenses are expenses which do not meet our definition of "covered charges, " or which exceed any of the benefit limits shown in this plan, or which are specifically identified as non-covered expenses or are otherwise not covered by this plan. Nurse is a registered nurse or licensed practical nurse, including a nursing specialist such as a nurse mid-wife or a nurse anesthetist, who: (a) is properly licensed or certified to provide medical care under the laws of the state where he or she practices; and (b) provides medical services which are within the scope of his or her license or certificate and are covered by this plan. Orthodontic Treatment means the movement of one or more teeth by the use of active appliances. It includes: (a) diagnostic services; (b) the treatment plan; (c) the fitting, making and placement of an active appliance; and (d) all related office visits, including post-treatment stabilization. Plan means the Guardian group plan purchased by your employer, except in the provision entitled "Coordination of Benefits" where "plan" has a special meaning. See that provision for details. Prosthetic Device means a device which is used to replace missing or lost teeth or tooth structure. It includes all types of dentures, crowns, bridges, pontics and cast restorations. Qualified Retiree means all former employees who are retired from the company and were covered by this plan on their last day of employment with the company. Rehabilitation Center means a facility which mainly provides therapeutic and restorative services to sick or injured people. We'll recognize it if it carries out its stated purpose under all relevant state and local laws, and it is either: (a) accredited for its stated purpose by either the Joint Commission or the Commission on Accreditation for Rehabilitation Facilities; or (b) approved for its stated purpose by Medicare. In some places a rehabilitation center is called a "rehabilitation hospital." Residential Treatment Facility means a facility which provides 24 hour treatment for people with drug abuse, alcohol abuse or mental health problems on an inpatient basis. It must provide at least the following: room and board; medical services; nursing and dietary services; patient diagnosis, assessment and treatment; individual, family and group counseling; and educational and support services. We'll recognize a residential treatment facility if it's accredited for its stated purpose by the Joint Commission, and carries out its stated purpose in compliance with all relevant state and local laws.

Routine Foot Care means the cutting, debridement, trimming, reduction, removal or other care of corns, calluses, flat feet, fallen arches, weak feet, chronic foot strain, dystrophic nails, excresences, helomas, hyperkeratosis, hypertrophic nails, non-infected ingrown nails, deratomas, keratosis, onychauxis, onychocryptosis, tylomas or symptomatic complaints of the feet. Routine Nursing Care means the nursing care customarily furnished by a recognized facility for the benefit of its inpatients. Sickness means any illness or disease suffered by a covered person. We consider all complications or recurrences, and all related conditions as one sickness. Special Care Unit means a part of a hospital set up for very sick patients who must be observed constantly. The unit must have a specially trained staff. And it must have special equipment and supplies on hand at all times. Some types of special care units are: (a) intensive care units; (b) cardiac care units; (c) neonatal care units; and (d) burn units. Special Enrollee means an employee or dependent who enrolls in this plan during a special enrollment period, as explained below. Special Enrollment Period means a 30 day period which is available if: (a) the employee elects to enroll him or herself, or an eligible dependent, in this coverage after he or she previously waived coverage under this plan because he or she, or an eligible dependent, was covered under another group plan, and, upon notification by us of this requirement, he or she stated this in writing at the time of such waiver, and (b) his or her, or an eligible dependent's, coverage under the other plan ends. The special enrollment period begins on the date the eligible employee's, or his or her eligible dependent's, coverage ends due to one of the following events: (a) the exhaustion of a COBRA continuation of coverage; (b) the death of a spouse; (c) the legal separation or divorce from a spouse; (d) the end of employment or a reduction in work hours; (e) the end of employer contributions toward the other plan, or the end of the other plan; (f) the eligibility under another plan is lost due to cessation of dependent status; (g) the individual no longer residing, living or working in an HMO or other arrangement service area and there is no other benefit option available under another plan; (h) the individual reaches another plan's lifetime limit on all benefits; or (i) a plan no longer offers any benefits to the class of similarly situated individuals that includes the employee or his or her dependent. And the employee must enroll in this coverage within 30 days of the date his or her, or his or her dependent's, coverage under the other plan ends. Special enrollment period also means a 30 day period which begins on the later of: (a) the date dependent coverage is made available under this plan; and (b) the date an employee acquires an eligible dependent through marriage, birth, adoption or placement for adoption. An employee, and his or her eligible spouse, who previously declined major medical coverage may enroll in this plan, at the same time he or she enrolls a new eligible dependent. Spinal Manipulation includes manipulation or adjustment of the spine; hot or cold packs; electrical muscle stimulation; diathermy; skeletal adjustments; massage, adjunctive, ultra-sound, doppler, whirlpool or hydro therapy; or other treatment of a similar nature. SUMMARY PLAN DESCRIPTION SUPPLEMENT TO CERTIFICATE The previous sections of the handbook outline and describe the specific provisions of the General Mills, Inc. Senior Executive Benefit Plan available to eligible employees. In addition to this information, employees should also be aware of important administrative information about the benefits provided to you by the company. The Employee Retirement Income Security Act of 1974

(ERISA) requires companies to publish certain specific information about their employee benefit plans. The technical information for the General Mills, Inc. Senior Executive Benefit Plan is consolidated in this section of the handbook. The entire handbook is intended to be a Summary Plan Description and provides important information about your rights under ERISA. Name of Plan: The plan can be identified by its formal name, General Mills, Inc. Senior Executive Plan, and plan number 678. IRS Employer Identification Number (EIN): The EIN, assigned by the Internal Revenue Service for General Mills, Inc. is 41-0274440. The benefits described in this handbook are identified and file with the federal government using this EIN. Employer's Name: (Plan Sponsor) General Mills, Inc. Address: 704 West Washington Street West Chicago, IL 60185 Mailing Address: PO Box 1113 Minneapolis, MN 55440 Phone Number: 763-764-7647 Plan Benefits Provided by: The Guardian Type of Plan: Medical and Dental (welfare benefits) Plan Year: The Plan Year is 12 month period used for determining the Plan's financial records. The Plan Year for the plan is June 1st through May 31st. Plan Administrator: (if other than Plan Sponsor) General Mills Address: 704 West Washington Street West Chicago, IL 60185 Mailing Address: PO Box 1113 Minneapolis, MN 55440 STATEMENT OF ERISA RIGHTS As a participant, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all plan participants shall be entitled to: Receive Information About Your Plan and Benefits (a) Examine, without charge, at the plan administrator's office and at other specified locations, such as worksites and union halls, all documents governing the plan, including insurance contracts and collective bargaining agreements, and a copy of the latest annual report (Form 5500 Series) filed by the plan with the U. S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

(b) Obtain, upon written request to the plan administrator, copies of documents governing the operation of the plan, including insurance contracts, collective bargaining agreements and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The administrator may make a reasonable charge for the copies. (c) Receive a summary of the plan's annual financial report. The plan administrator is required by law to furnish each participant with a copy of this summary annual report. Continue Group Health Plan Coverage (a) Continue health care coverage for yourself, spouse or dependents if there is a loss of coverage under the plan as a result of a qualifying event. You or your dependents may have to pay for such coverage. You should review the summary plan description and the documents governing the plan on the rules governing your COBRA continuation coverage rights. (b) Reduction of or elimination of exclusionary periods of coverage for preexisting conditions under your group health care plan, if you have creditable coverage from another plan. You should be provided a certificate of creditable coverage, free of charge, from the group health plan or health insurance issuer when you lose coverage under the plan, when you become entitled to elect COBRA continuation coverage, when COBRA continuation coverage ceases, if you request it before losing coverage, or if you request it up to 24 months after losing coverage. Without evidence of creditable coverage, you may be subject to a preexisting condition exclusion after your enrollment date in your coverage. Prudent Actions By Plan Fiduciaries In addition to creating rights for plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the plan, called "fiduciaries" of the plan, have a duty to do so prudently and in the interest of plan participants and beneficiaries. No one, including your employer, your union, or any other person may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA. Enforcement Of Your Rights If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of plan documents or the latest annual report from the plan and do not receive them within 30 days, you may file suit in a state or Federal court. In such a case, the court may require the plan administrator to provide the materials and pay you up to $110.00 a day until you receive the material, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a federal court. In addition, if you disagree with the plan's decision or lack thereof concerning the qualified status of a medical child support order, you may file suit in Federal court. If it should happen that plan fiduciaries misuse the plan's money or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds that your claim is frivolous. Assistance with Questions If you have questions about the plan, you should contact the plan administrator. If you have questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the plan administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor listed in your telephone directory or the Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. Qualified Medical Child Support Order Federal law requires that group health plans provide medical care coverage of a dependent child pursuant to a qualified medical child support order (QMCSO). A "qualified medical child support order" is a judgment or decree issued by a state court that requires a group medical plan to provide coverage to the named dependent child(ren) of an employee pursuant to a state domestic relations order. For the order to be qualified it must include: The name of the group health plan to which it applies.

The name and last known address of the employee and the child(ren). A reasonable description of the type of coverage or benefits to be provided by the plan to the child(ren). The time period to which the order applies. A dependent enrolled due to a QMCSO will not be considered a late enrollee in the plan. Note: A QMCSO cannot require a group health plan to provide any type or form of benefit or option not otherwise available under the plan except to the extent necessary to meet medical child support laws described in Section 90 of the Social Security Act. If you have questions about this statement, see the plan administrator. Maternity Care Group health plans and health plan issuers generally may not, under Federal law, restrict benefits for any hospital length of stay in connection with childbirth for the mother or newborn child to less than 48 hours following a vaginal delivery, or less than 96 hours following a cesarean section. However, Federal law generally does not prohibit the mother's or newborn's attending provider, after consulting with the mother, from discharging the mother or her newborn earlier than 48 hours (or 96 hours as applicable). In any case, plans and issuers may not, under Federal law, require that a provider obtain authorization from the plan or the insurance issuer for prescribing a length of stay not in excess of 48 hours (or 96 hours). The Guardian's Responsibilities The medical expense benefits provided by this plan are guaranteed by a policy of insurance issued by The Guardian. The Guardian also supplies administrative services, such as claims services, including the payment of claims, preparation of employee certificates of insurance, and changes to such certificates. The dental expense benefits provided by this plan are guaranteed by a policy of insurance issued by The Guardian. The Guardian also supplies administrative services, such as claims services, including the payment of claims, preparation of employee certificates of insurance, and changes to such certificates. The prescription drug expense benefits provided by this plan are guaranteed by a policy of insurance issued by The Guardian. The Guardian also supplies administrative services, such as claims services, including the payment of claims, preparation of employee certificates of insurance, and changes to such certificates. Group Health Benefits Claims Procedure If you seek benefits under the plan you should complete, execute and submit a claim form. Claim forms and instructions for filing claims may be obtained from the Plan Administrator. Guardian is the Claims Fiduciary with discretionary authority to determine eligibility for benefits and to construe the terms of the plan with respect to claims. Guardian has the right to secure independent professional healthcare advice and to require such other evidence as needed to decide your claim. In addition to the basic claim procedure explained in your certificate, Guardian will also observe the procedures listed below. These procedures are the minimum requirements for benefit claims procedures of employee benefit plans covered by Title 1 of the Employee Retirement Income Security Act of 1974 ("ERISA"). Definitions "Adverse determination" means any denial, reduction or termination of a benefit or failure to provide or make payment (in whole or in part) for a benefit. A failure to cover an item or service: (a) due to the application of any utilization review; or (b) because the item or service is determined to be experimental or investigational, or not medically necessary or appropriate, is also considered an adverse determination. "Group Health Benefits" means any dental, out-of-network point-of-service medical, major medical, vision care or prescription drug coverages which are a part of this plan. "Pre-service claim" means a claim for a medical care benefit with respect to which the plan conditions receipt of the benefit, in whole or in part, on approval of the benefit in advance of receipt of care. "Post-service claim" means a claim for payment for medical care that already has been provided. "Urgent care claim" means a claim for medical care or treatment where making a non-urgent care decision: (a) could seriously jeopardize the life or health of the claimant or the ability of the claimant to regain maximum function, as determined by an individual acting on behalf of the plan applying the judgment of a prudent layperson who possesses an average knowledge of health and

medicine; or (b) in the opinion of a physician with knowledge of the claimant's medical condition, would subject the claimant to severe pain that cannot be adequately managed without the care. Note: Any claim that a physician with knowledge of the claimant's medical condition determines is a claim involving urgent care will be treated as an urgent care claim for purposes of this section. Timing For Initial Benefit Determination The benefit determination period begins when a claim is received. Guardian will make a benefit determination and notify a claimant within a reasonable period of time, but not later than the maximum time period shown below. A written or electronic notification of any adverse benefit determination must be provided. Urgent Care Claims. Guardian will make a benefit determination within 72 hours after receipt of an urgent care claim. If a claimant fails to provide all information needed to make a benefit determination, Guardian will notify the claimant of the specific information that is needed as soon as possible but no later than 24 hours after receipt of the claim. The claimant will be given not less than 48 hours to provide the specified information. Guardian will notify the claimant of the benefit determination as soon as possible but not later than the earlier of: the date the requested information is received; or the end of the period given to the claimant to provide the specified additional information. The required notice may be provided to the claimant orally within the required time frame provided that a written or electronic notification is furnished to the claimant not later than 3 days after the oral notification. Pre-Service Claims. Guardian will provide a benefit determination not later than 15 days after receipt of a pre-service claim. If a claimant fails to provide all information needed to make a benefit determination, Guardian will notify the claimant of the specific information that is needed as soon as possible but no later than 5 days after receipt of the claim. A notification of a failure to follow proper procedures for pre-service claims may be oral, unless a written notification is requested by the claimant. The time period for providing a benefit determination may be extended by up to 15 days if Guardian determines that an extension is necessary due to matters beyond the control of the plan, and so notifies the claimant before the end of the initial 15-day period. If Guardian extends the time period for making a benefit determination due to a claimant's failure to submit information necessary to decide the claim, the claimant will be given at least 45 days to provide the requested information. The extension period will begin on the date on which the claimant responds to the request for additional information. Post-Service Claims. Guardian will provide a benefit determination not later than 30 days after receipt of a post-service claim. If a claimant fails to provide all information needed to make a benefit determination, Guardian will notify the claimant of the specific information that is needed as soon as possible but no later than 30 days after receipt of the claim. The time period for completing a benefit determination may be extended by up to 15 days if Guardian determines that an extension is necessary due to matters beyond the control of the plan, and so notifies the claimant before the end of the initial 30-day period. If Guardian extends the time period for making a benefit determination due to a claimant's failure to submit information necessary to decide the claim, the claimant will be given at least 45 days to provide the requested information. The extension period will begin on the date on which the claimant responds to the request for additional information. Concurrent Care Decisions. A reduction or termination of an approved ongoing course of treatment (other than by plan amendment or termination) will be regarded as an adverse benefit determination. This is true whether the treatment is to be provided(a) over a period of time; (b) for a certain number of treatments; or (c) without a finite end date. Guardian will notify a claimant at a time sufficiently in advance of the reduction or termination to allow the claimant to appeal. In the case of a request by a claimant to extend an ongoing course of treatment involving urgent care, Guardian will make a benefit determination as soon as possible but no later than 24 hours after receipt of the claim. Adverse Benefit Determination If a claim is denied, Guardian will provide a notice that will set forth: the specific reason(s) for the adverse determination; reference to the specific plan provision(s) on which the determination is based;

a description of any additional material or information necessary to make the claim valid and an explanation of why such material or information is needed; a description of the plan's claim review procedures and the time limits applicable to such procedures, including a statement indicating that the claimant has the right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination; identification and description of any specific internal rule, guideline or protocol that was relied upon in making an adverse benefit determination, or a statement that a copy of such information will be provided to the claimant free of charge upon request; in the case of an adverse benefit determination based on medical necessity or experimental treatment, notice will either include an explanation of the scientific or clinical basis for the determination, or a statement that such explanation will be provided free of charge upon request; and in the case of an urgent care adverse determination, a description of the expedited review process. Appeal of Adverse Benefit Determinations If a claim is wholly or partially denied, the claimant will have up to 180 days to make an appeal. A request for an appeal of an adverse benefit determination involving an urgent care claim may be submitted orally or in writing. Necessary information and communication regarding an urgent care claim may be sent to Guardian by telephone, facsimile or similar expeditious manner. Guardian will conduct a full and fair review of an appeal which includes providing to claimants the following: the opportunity to submit written comments, documents, records and other information relating to the claim; the opportunity, upon request and free of charge, for reasonable access to, and copies of, all documents, records and other information relating to the claim; and a review that takes 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. In reviewing an appeal, Guardian will: provide for a review conducted by a named fiduciary who is neither the person who made the initial adverse determination nor that person's subordinate; in deciding an appeal based upon a medical judgment, consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment; identify medical or vocational experts whose advice was obtained in connection with an adverse benefit determination; and ensure that a health care professional engaged for consultation regarding an appeal based upon a medical judgment shall be neither the person who was consulted in connection with the adverse benefit determination, nor that person's subordinate. Guardian will notify the claimant of its decision regarding review of an appeal as follows: Urgent Care Claims. Guardian will notify the claimant of its decision as soon as possible but not later than 72 hours after receipt of the request for review of the adverse determination. Pre-Service Claims. Guardian will notify the claimant of its decision not later than 30 days after receipt of the request for review of the adverse determination. Post-Service Claims. Guardian will notify the claimant of its decision not later than 60 days after receipt of the request for review of the adverse determination. Alternative Dispute Options The claimant and the plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact the local U.S Department of Labor Office and the State insurance regulatory agency. Termination of This Group Plan

Your employer may terminate this group plan at any time by giving us 31 days advance written notice. This plan will also end if your employer fails to pay a premium due by the end of this grace period. We may have the option to terminate this plan if the number of people insured falls below a certain level. When this plan ends, you may be eligible to continue or convert your insurance coverage. Your rights upon termination of the plan are explained in this booklet.

CERTIFICATE AMENDMENT This rider amends the Medical Insurance and any applicable Prescription Drug Insurance provisions of your Certificate, hereinafter referred to as "health benefits", to comply with Public Law 111-148, the Patient Protection and Affordable Care Act (PPACA), and any rules instituted by the Department of Health and Human Services, the Department of Labor, or the Internal Revenue Code, as follows: The following provisions apply, unless your certificate provides provisions which are more favorable to you: A. With respect to: (a) health benefit plans effective prior to March 24, 2010; and (b) health benefit plans effective on or after March 24, 2010 but prior to September 23, 2010; the following provisions of the rider are effective on the first policy anniversary on or after September 23,2010. With respect to health benefit plans effective on or after September 23, 2010; the following provisions of the rider are effective on the effective date of the plan. 1. Lifetime dollar benefit limits do not apply to essential benefits. Essential benefits are defined in accord with each of the categories described in subparagraphs (A) through (J), inclusive of Section 1302(b) of PPACA. Such benefits include but are not limited to benefits for the following: Covered charges for hospital confinement; surgery; doctor charges; emergency care; pregnancy and newborn child care; X-ray and laboratory tests; preventive care; occupational, speech and physical therapy; prescription drugs; and the treatment of mental and nervous conditions and alcohol and drug abuse, as such conditions may be defined in the plan. Lifetime dollar benefit limits will continue to apply to benefits for covered charges that are not essential benefits under Section 1302(b) to the extent that such limits are otherwise permitted under Federal or State law. And (i) any benefit year limits under the plan will continue to apply to the extent that such limits are otherwise permitted under Section 2711 of PPACA; and (ii) charges not otherwise provided in the plan will not be covered. 2. The Dependent Eligibility provisions are changed so that a dependent child means your child under age 26. But your dependent child who is no longer eligible for coverage under the plan due to the plan's prior dependent age limitations, may be eligible to enroll for group health benefits under the plan subject to all the terms and conditions below. To be eligible for the group health benefits under the plan, such child (i) must be less than 26 years of age; and (ii) must make a written election for such coverage as a dependent: (a) During the special open enrollment period which starts 30 days prior to the Policy's first Policy Anniversary on or after September 23, 2010, if he or she enrolls during this special open enrollment period his or her coverage is scheduled to start on the Policy Anniversary Date. After the open enrollment period, if he or she enrolls within 30 days of his or her eligibility date his or her coverage is scheduled to start on the date his or her enrollment form is signed and dated. If he or she does this more than 30 days after the Policy Anniversary date he or she is considered a late enrollee and is subject to this coverage's limitations for late enrollee. Such coverage will start on the date set forth in the Plan's eligibility provisions.

(b)

With respect to health benefit plans effective prior to March 24, 2010. hereinafter referred to as Grandfathered plans. to be eligible such child must not be eligible for health insurance through an employer sponsored health plan; other than the plan of the parent. In accord with Illinois requirements dependent child means an unmarried dependent child who is under age 30. if the child (i) is an Illinois resident; (ii) served as a member of the active or reserve components of any of the branches of the Armed Forces of the United States; and (Hi) has received a release or discharge. other than a dishonorable discharge. To the extent the policy provides coverage with respect to a dependent child age 26 or more such provisions will continue to apply. 3. The "Pre-existing Conditions" provision is modified so that the pre-existing condition limitation will not apply to a covered person under the age of 19.

4.

The "Misstatements" provision is modified to provide that no statements contained in an application for the plan or in a written instrument signed by the covered person may be used to rescind coverage, except for fraud or intentional misrepresentation.

B.

With respect to: (a) health benefit plans effective on or after March 24, 2010 but prior to September 23, 2010; (b) Grandfathered plans that lose their grandfathered status, as determined by the Department of Health and Human Services; and (c) Grandfathered plans that amend their plans to include any of the PPACA provisions herein to the extent such amendment will not cause such plan to lose grandfathered status; the following provisions of the rider are effective on the first policy anniversary on or after September 23,2010. With respect to health benefit plans effective on or after September 23, 2010; the rider is effective on the effective date of the plan. 1. The following provisions apply in addition to any preventive care or screenings provided in the plan: Charges for the following Preventive Care services: (a) physical exams and related lab tests, screening services for: (i) bone mass measurement; (ii) colorectal screening; (iii) mammograms; (iv) Pap tests; (v) pelvic and prostate exams; and (vi) Prostate Specific Antigen (PSA) tests; and any other evidence-based items or services that have in effect a rating of A' or B' in the current recommendations of the most current United States Preventive Services Task Force; (b) immunizations that have in effect a recommendation from the Advisory Committee on Immunization Practices of the Centers for Disease Control and Prevention, with respect to the covered person; (c) evidence-informed preventive care and screenings provided for in the comprehensive guidelines supported by the Health Resources and Services Administration for each covered dependent child who is under age 19; and (d) with respect to women, such additional preventive care and screenings not described in (a) above, as provided for in comprehensive guidelines supported by the most current Health Resources and Services Administration for purposes of this paragraph. the opportunity, upon request and free of charge, for reasonable access to, and copies of, all documents, records and other information relating to the claim; a review that takes 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; and continued coverage pending the outcome of the appeals process.

In reviewing an appeal, Guardian will provide for a review conducted by a named fiduciary who is neither the person who made the initial adverse determination nor that person's subordinate; in deciding an appeal based upon a medical judgment, consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment; identify medical or vocational experts whose advice was obtained in connection with an adverse benefit determination; and ensure that a health care professional engaged for consultation regarding an appeal based upon a medical judgment shall be neither the person who was consulted in connection with the adverse benefit determination, nor that person's subordinate.

Guardian will notify you of its decision not later than 45 days after receipt of the request for review of the adverse determination. This period may be extended by an additional period of up to 45 days if Guardian determines that special circumstances require an extension of the time period for processing and so notifies you before the end of the initial 45-day period. A notification with respect to an extension will indicate the special circumstances requiring an extension of the time period for review, and the date by which the final determination will be made. C. With respect to fully insured health benefit plans subject to a collective bargaining agreement ratified prior to March 24, 2010, the provisions appearing in A. above of this rider are effective on the date on which the last of the collectively bargained agreements relating to coverage expires. These plans also will be subject to the provisions appearing in 8, if a plan loses its

grandfathered status. But these plans may amend their plan to conform to any requirements appearing in A or B, or any other change which may result in the loss of grandfathered status, prior to the end of the agreement. In this case, that amendment will not be treated as a termination of the collective bargaining agreements. Except that if a health benefit plan subject to a collective bargaining agreement is self-funded and loses its grandfathered status the provisions appearing in A and 8 above are effective on the later of: (i) the first policy anniversary on or after September 23, 2010 or (ii) the date of the loss of grandfathered status. D. With respect to Grandfathered plans as of the policy anniversary on or after January 1, 2014, the Dependent Eligibility provisions are modified to delete the requirement that to be considered a dependent child, a child must not be eligible for health insurance through an employer sponsored health plan other than the plan of the parents. With respect to health benefit plans effective on or after January 1, 2014; and for all other health benefit plans as of the policy anniversary on or after January 1, 2014, any "restricted" benefit year dollar limits under the plan for essential benefits are hereby deleted. Benefit year dollar limits for benefits that are not essential benefits will continue to apply. "Restricted" benefit year dollar limits as determined by the Department of Health and Human Services. With respect to health benefit plans effective on or after January 1, 2014; and for all other health benefit plans as of the policy anniversary on or after January 1, 2014, the preexisting condition limitations is hereby deleted. The following is added with respect to Grandfathered plans: Guardian believes your plan is a "Grandfathered plan" under the Patient Protection and Affordable Care Act (PPACA). Under PPACA, a Grandfathered plan can preserve certain basic health coverage that was already in effect when PPACA was enacted. Being a Grandfathered plan means that your health benefit plan may not include certain PPACA consumer protections that apply to other plans. For example, your health benefit plan may not include benefits for preventive health services; and, in the event the plan utilizes the services of preferred providers, may not include benefits for such services payable with first dollar coverage when received from a preferred provider. However, Grandfathered plans must comply with certain other PPACA consumer protections; for example, the elimination of lifetime dollar limits on essential health benefits. Questions regarding which protections apply and which protections do not apply to a Grandfathered plan and what might cause a plan to change from grandfathered status can be directed to Guardian at the phone number listed on your 10 card. You may also contact the Employee Benefits Security Administration, U.S. Department of Labor at 1-866-444-3272 or www.dol.gov/ebsa/healthreform.This website has a table summarizing which protections do and do not apply to Grandfathered plans. In the event there is a conflict between this certificate and Public Law 111-148 (PPACA), the terms of Public Law 111-148 will govern. This rider is part of this plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this plan. The Guardian Life Insurance Company of America Vice President, Risk Management & Chief Actuary, Group Insurance

E.

F. G.

ATTACHED TO AND MADE PART OF GROUP INSURANCE POLICY issued by The Guardian Life Insurance Company of America (herein called the Insurance Company) This rider amends the Medical Insurance and any applicable Prescription Drug Insurance provisions of the Policy, hereinafter referred to as "health benefits", to comply with Public Law 111-148, the Patient Protection and Affordable Care Act (PPACA), and any rules instituted by the Department of Health and Human Services, the Department of Labor, or the Internal Revenue Code, as follows: The following provisions apply, unless the Policy provides provisions which are more favorable to the insured: A. With respect to: (a) health benefit plans effective prior to March 24, 2010; and (b) health benefit plans effective on or after March 24, 2010 but prior to September 23, 2010; the following provisions of the rider are effective on the first policy anniversary on or after September 23, 2010. With respect to health benefit plans effective on or after September 23, 2010; the following provisions of the rider are effective on the effective date of the plan. 1. Lifetime dollar benefit limits do not apply to essential benefits. Essential benefits are defined in accord with each of the categories described in subparagraphs (A) through (J), inclusive of Section 1302(b) of PPACA. Such benefits include but are not limited to benefits for the following: Covered charges for hospital confinement; surgery; doctor charges; emergency care; pregnancy and newborn child care; X-ray and laboratory tests; preventive care; occupational, speech and physical therapy; prescription drugs; and the treatment of mental and nervous conditions and alcohol and drug abuse, as such conditions may be defined in the plan. Lifetime dollar benefit limits will continue to apply to benefits for covered charges that are not essential benefits under Section 1302(b) to the extent that such limits are otherwise permitted under Federal or State law. And (i) any benefit year limits under the plan will continue to apply to the extent that such limits are otherwise permitted under Section 2711 of PPACA; and (ii) charges not otherwise provided in the plan will not be covered. The Dependent Eligibility provisions are changed so that a dependent child means a child under age 26. But an employee's dependent child who is no longer eligible for coverage under the plan due to the plan's prior dependent age limitations, may be eligible to enroll for group health benefits under the plan subject to all the terms and conditions below. To be eligible for the group health benefits under the plan, such child (i) must be less than 26 years of age; and (ii) must make a written election for such coverage as a dependent: (a) During the special open enrollment period which starts 30 days prior to the Policy's first Policy Anniversary on or after September 23, 2010, if he or she enrolls during this special open enrollment period his or her coverage is scheduled to start on the Policy Anniversary Date. After the open enrollment period, if he or she enrolls within 30 days of his or her eligibility date his or her coverage is scheduled to start on the date his or her enrollment form is signed and dated. If he or she does this more than 30 days after the Policy Anniversary date he or she is considered a late enrollee and is subject to this coverage's limitations for late enrollee. Such coverage will start on the date set forth in the Plan's eligibility provisions.

2.

(b)

With respect to health benefit plans effective prior to March 24, 2010, hereinafter referred to as Grandfathered plans, to be eligible such child must not be eligible for health insurance through an employer sponsored health plan; other than the plan of the parent. In accord with Illinois requirements dependent child means an unmarried dependent child who is under age 30, if the child (i) is an Illinois resident; (ii) served as a member of the active or reserve components of any of the branches of the Armed Forces of the United States; and (iii) has received a release or discharge, other than a dishonorable discharge. To the extent the policy provides coverage with respect to a dependent child age 26 or more such provisions will continue to apply.

3. 4.

The "Pre-existing Conditions" provision is modified so that the pre-existing condition limitation will not apply to a covered person under the age of 19. The "Misstatements" provision is modified to provide that no statements contained in an application for the plan or in a written instrument signed by the covered person may be used to rescind coverage, except for fraud or intentional misrepresentation.

B.

With respect to: (a) health benefit plans effective on or after March 24, 2010 but prior to September 23, 2010; (b) Grandfathered plans that lose their grandfathered status, as determined by the Department of Health and Human Services; and (c) Grandfathered plans that amend their plans to include any of the PPACA provisions herein to the extent such amendment will not cause such plan to lose grandfathered status; the following provisions of the rider are effective on the first policy anniversary on or after September 23, 2010. With respect to health benefit plans effective on or after September 23, 2010; the rider is effective on the effective date of the plan. 1. The following provisions apply in addition to any preventive care or screenings provided in the plan: Charges for the following Preventive Care services: (a) physical exams and related lab tests, screening services for: (i) bone mass measurement; (ii) colorectal screening; (iii) mammograms; (iv) Pap tests; (v) pelvic and prostate exams; and (vi) Prostate Specific Antigen (PSA) tests; and any other evidence-based items or services that have in effect a rating of A' or B' in the current recommendations of the most current United States Preventive Services Task Force; (b) immunizations that have in effect a recommendation from the Advisory Committee on Immunization Practices of the Centers for Disease Control and Prevention, with respect to the covered person; (c) evidence-informed preventive care and screenings provided for in the comprehensive guidelines supported by the Health Resources and Services Administration for each covered dependent child who is under age 19; and (d) with respect to women, such additional preventive care and screenings not described in (a) above, as provided for in comprehensive guidelines supported by the most current Health Resources and Services Administration for purposes of this paragraph. In the event the plan utilizes the services of preferred providers, Preventive Care Services are not subject to any deductible; copayments or coinsurance required under the plan when such services are rendered by a preferred provider. Any exclusion of preventive care services, as described above, that appears in the plan is hereby deleted. Except that in the event the plan utilizes the services of preferred providers, coverage for non-network providers is excluded to the extent that such services are otherwise mandated under Federal or state law. 2. 3. In the event the plan utilizes the services of preferred providers: (i) emergency care coverage does not require prior-authorization; and (ii) emergency care will be paid such that non-network providers will not be subject to more restrictive coverage limits than a network provider. The plan is modified to add the following Appeals procedures to the extent that the Policy does not provide an Appeals process. With respect to External Appeals procedures any statutory procedures set forth in the Policy will be followed, or in the absence of such statutory procedures, such procedures required by the Section 2719 of Public law 111-149 will be followed: Appeal of Adverse Benefit Determinations If a claim is wholly or partially denied, the claimant will have up to 180 days to make an appeal. Guardian will conduct a full and fair review of an appeal which includes providing to claimants the following: Notice of appeal processes, and the availability of any applicable office of health insurance consumer assistance or ombudsman established under Section 2793 of Public Law 111-148; the opportunity to submit written comments, documents, records and other information relating to the claim; the opportunity, upon request and free of charge, for reasonable access to, and copies of, all documents, records and other information relating to the claim;

a review that takes 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; and continued coverage pending the outcome of the appeals process.

In reviewing an appeal, Guardian will provide for a review conducted by a named fiduciary who is neither the person who made the initial adverse determination nor that person's subordinate; in deciding an appeal based upon a medical judgment, consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment; identify medical or vocational experts whose advice was obtained in connection with an adverse benefit determination; and ensure that a health care professional engaged for consultation regarding an appeal based upon a medical judgment shall be neither the person who was consulted in connection with the adverse benefit determination, nor that person's subordinate.

Guardian will notify the claimant of its decision not later than 45 days after receipt of the request for review of the adverse determination. This period may be extended by an additional period of up to 45 days if Guardian determines that special circumstances require an extension of the time period for processing and so notifies the claimant before the end of the initial 45-day period. A notification with respect to an extension will indicate the special circumstances requiring an extension of the time period for review, and the date by which the final determination will be made. 4. In accordance with Section 2716 of HR 3590 (PPACA), the plan will not contain eligibility provisions that are based on the total hourly or annual salary of the employee or otherwise have the effect of discriminating in favor of higher wage employees. It is the responsibility of the Planholder to ensure the plan is in compliance.

C.

With respect to fully insured health benefit plans subject to a collective bargaining agreement ratified prior to March 24, 2010, the provisions appearing in A. above of this rider are effective on the date on which the last of the collectively bargained agreements relating to coverage expires. These plans also will be subject to the provisions appearing in B, if a plan loses its grandfathered status. But these plans may amend their plan to conform to any requirements appearing in A or B, or any other change which may result in the loss of grandfathered status, prior to the end of the agreement. In this case, that amendment will not be treated as a termination of the collective bargaining agreements. Except that if a health benefit plan subject to a collective bargaining agreement is self-funded and loses its grandfathered status the provisions appearing in A and B above are effective on the later of: (i) the first policy anniversary on or after September 23, 2010 or (ii) the date of the loss of grandfathered status. With respect to Grandfathered plans as of the policy anniversary on or after January 1, 2014, the Dependent Eligibility provisions are modified to delete the requirement that to be considered a dependent child, a child must not be eligible for health insurance through an employer sponsored health plan other than the plan of the parents. With respect to health benefit plans effective on or after January 1, 2014; and for all other health benefit plans as of the policy anniversary on or after January 1, 2014, any "restricted" benefit year dollar limits under the plan for essential benefits are hereby deleted. Benefit year dollar limits for benefits that are not essential benefits continue to apply. "Restricted" benefit year dollar limits as determined by the Department of Health and Human Services. With respect to health benefit plans effective on or after January 1, 2014; and for all other health benefit plans as of the policy anniversary on or after January 1, 2014, the pre-existing condition limitations are hereby deleted. The following is added with respect to Grandfathered plans: Guardian believes your plan is a "Grandfathered plan" under the Patient Protection and Affordable Care Act (PPACA). Under PPACA, a Grandfathered plan can preserve certain basic health coverage that was already in effect when PPACA was enacted. Being a Grandfathered plan means that your health benefit plan may not include certain PPACA consumer protections that apply to other plans. For example, your health benefit plan may not include benefits

D.

E.

F. G.

for preventive health services; and, in the event the plan utilizes the services of preferred providers, may not include benefits for such services payable with first dollar coverage when received from a preferred provider. However, Grandfathered plans must comply with certain other PPACA consumer protections; for example, the elimination of lifetime dollar limits on essential health benefits. Questions regarding which protections apply and which protections do not apply to a Grandfathered plan and what might cause a plan to change from grandfathered status can be directed to Guardian at the phone number listed on your ID card. You may also contact the Employee Benefits Security Administration, U.S. Department of Labor at 1-866-444-3272 or www.dol.gov/ebsa/healthreform.This website has a table summarizing which protections do and do not apply to Grandfathered plans. H. With respect to Grandfathered plans, the Department of Health and Human Services prohibits a planholder from decreasing its premium contribution rate toward the cost of any tier of coverage for any class of similarly situated individuals by more than 5% below the premium contribution rate for the coverage period that includes March 23, 2010. This applies regardless if the premium contribution rate is determined based on either (1) the cost of coverage or (2) by formula. It is the responsibility of the Planholder to ensure the health benefit plan is in compliance and appropriate notification of change is provided to Guardian, in writing, within 10 business days. In the event there is a conflict between the plan and Public Law 111-148 (PPACA), the terms of Public Law 111-148 will govern. This rider is part of this Policy. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this Policy. The Guardian Life Insurance Company of America Vice President, Risk Management & Chief Actuary, Group Insurance

EXHIBIT 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Fiscal Year Ended May 30, May 31, May 25, May 27, May 29, 2010 2009 2008 2007 2011 $ 2,428.2 $ 2,204.5 $ 1,942.2 $ 1,829.5 $ 1,696.2 88.0 68.5 108.7 45.2 72.7 423.1 463.4 494.6 496.8 414.2 0.7 (2.2) (2.0) (3.7) $ 2,911.4 $ 2,716.3 $ 2,471.9 $ 2,430.8 $ 2,238.2 6.42 5.33 4.91 4.51 7.03 $ $ 360.9 $ 2.5 50.8 414.2 $ 374.5 $ 2.6 46.0 423.1 $ 409.5 $ 7.2 46.7 463.4 $ 432.0 $ 22.0 40.6 494.6 $ 396.6 63.8 36.4 496.8

In Millions, Except Ratios Earnings before income taxes and after-tax earnings from joint ventures Distributed income of equity investees Plus: Fixed charges (1) Plus: Amortization of capitalized interest, net of interest capitalized Earnings available to cover fixed charges Ratio of earnings to fixed charges (1) Fixed charges: Interest expense Preferred distributions to noncontrolling interests Rentals (1/3) Total fixed charges

For purposes of computing the ratio of earnings to fixed charges, earnings represent earnings before income taxes and after-tax earnings of joint ventures, distributed income of equity investees, fixed charges, and amortization of capitalized interest, net of interest capitalized. Fixed charges represent gross interest expense (excluding interest on taxes) and subsidiary preferred distributions to noncontrolling interest holders, plus one-third (the proportion deemed representative of the interest factor) of rent expense. 94

Exhibit 21.1 Subsidiaries of the Registrant


Company Name Jurisdiction

AB F C.V. AESR, LLC BOURNAZI PASTRIES S.A. CEREAL PARTNERS FRANCE B.V. CEREALES PARTNERS COLOMBIA LTDA. CEREALES PARTNERS LATIN AMERICA LLC COLOMBO, INC. D.H. AUSTRAL (URUGUAY) SOCIEDAD ANONIMA ELYSEES CONSULT SAS GARDETTO'S BAKERY, INC. GCOM ENTERPRISES, INC. GENERAL MILLS (CHINA) HOLDING CO., LTD. GENERAL MILLS (GIBRALTAR) LIMITED GENERAL MILLS (SUISSE) SVE SARL GENERAL MILLS ARGENTINA L.S., LLC GENERAL MILLS ARGENTINA S.A. GENERAL MILLS ASIA PACIFIC LIMITED GENERAL MILLS ASIA PTE. LTD. GENERAL MILLS AUSTRALIA CK PTY LTD GENERAL MILLS AUSTRALIA PTY LTD GENERAL MILLS BELGIUM, SNC GENERAL MILLS BERWICK LIMITED GENERAL MILLS BRASIL LTDA GENERAL MILLS CANADA B.V. GENERAL MILLS CANADA CORPORATION GENERAL MILLS CAPITAL, INC. GENERAL MILLS CEREALS HOLDING (AUSTRALIA) PTY LIMITED GENERAL MILLS CEREALS HOLDING (SOUTH AFRICA) PTY LIMITED GENERAL MILLS CEREALS PROPERTIES, LLC GENERAL MILLS CEREALS, LLC GENERAL MILLS CHINA HOLDINGS LIMITED GENERAL MILLS CHINA LIMITED GENERAL MILLS COLOMBIA LTDA GENERAL MILLS CONTINENTAL, INC. S.A. GENERAL MILLS CONTINENTAL, INC. GENERAL MILLS DE MEXICO, S. DE R.L. DE C.V. GENERAL MILLS DE VENEZUELA, C.A. GENERAL MILLS DIRECT MARKETING, INC. GENERAL MILLS DL GP GENERAL MILLS EASTERN EUROPE s.r.o. GENERAL MILLS ESPANA B.V. GENERAL MILLS FINANCE, INC. GENERAL MILLS FOODS (NANJING) CO. LTD. GENERAL MILLS FOODS (SANHE) CO. LTD. GENERAL MILLS FOODS ASIA LIMITED GENERAL MILLS FOODS, INC. GENERAL MILLS FOUNDATION GENERAL MILLS FRANCE (SAS) GENERAL MILLS FROZEN FOODS (GUANGZHOU) LIMITED GENERAL MILLS FROZEN FOODS (SHANGHAI) LIMITED GENERAL MILLS GLOBAL FINANCE LTD. GENERAL MILLS GLOBAL HOLDINGS FIVE GP GENERAL MILLS GLOBAL HOLDINGS FOUR LTD. GENERAL MILLS GLOBAL HOLDINGS ONE GP GENERAL MILLS GLOBAL HOLDINGS SEVEN, LTD GENERAL MILLS GLOBAL HOLDINGS SIX LTD. GENERAL MILLS GLOBAL HOLDINGS TWO GP GENERAL MILLS GMBH GENERAL MILLS GUAM, INC.

Netherlands Delaware Greece Netherlands Colombia Delaware Delaware Uruguay France Delaware Delaware China Gibraltar Switzerland Delaware Argentina Hong Kong Singapore Australia Australia Belgium Scotland Brazil Netherlands Canada Nevada Australia South Africa Delaware Delaware Mauritius Hong Kong Colombia Chile Delaware Mexico Venezuela Delaware Delaware Czech Republic Netherlands Delaware China China Hong Kong Philippines Minnesota France Hong Kong Hong Kong Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Germany Guam

Company Name

Jurisdiction

GENERAL MILLS HD JAPAN B.V. GENERAL MILLS HELLAS S.A. GENERAL MILLS HOLDING (AUSTRALIA) PTY LIMITED GENERAL MILLS HOLDING (FRANCE) SAS GENERAL MILLS HOLDING (U.K.) LIMITED GENERAL MILLS HOLDING A (NETHERLANDS) B.V. GENERAL MILLS HOLDING B.V. GENERAL MILLS HOLDING C (NETHERLANDS) B.V. GENERAL MILLS HOLDING D (NETHERLANDS) B.V. GENERAL MILLS HOLDING E (NETHERLANDS) B.V. GENERAL MILLS HOLDING F (NETHERLANDS) B.V. GENERAL MILLS HOLDING ONE (AUSTRALIA) PTY LTD. GENERAL MILLS HOLDING ONE (GERMANY) GmbH GENERAL MILLS HOLLAND B.V. GENERAL MILLS HONG KONG LIMITED GENERAL MILLS IBERICA, S.A. UNIPERSONAL GENERAL MILLS INDIA PRIVATE LIMITED GENERAL MILLS INTERNATIONAL (THAILAND) CO., LTD. GENERAL MILLS INTERNATIONAL A, INC. GENERAL MILLS INTERNATIONAL B, INC. GENERAL MILLS INTERNATIONAL BUSINESSES TWO, INC. GENERAL MILLS INTERNATIONAL BUSINESSES, INC. GENERAL MILLS INTERNATIONAL FINANCE, LLC GENERAL MILLS INTERNATIONAL FRANCE SAS GENERAL MILLS INTERNATIONAL HOLDINGS, LLC GENERAL MILLS INTERNATIONAL LIMITED GENERAL MILLS INTERNATIONAL SARL GENERAL MILLS INVESTMENTS (NETHERLANDS) B.V. GENERAL MILLS INVESTMENTS, LLC GENERAL MILLS IP HOLDINGS I, LLC GENERAL MILLS IP HOLDINGS II, LLC GENERAL MILLS ISRAEL LTD GENERAL MILLS ITALIA SRL GENERAL MILLS KOREA CO., LTD. GENERAL MILLS LANDES (SAS) GENERAL MILLS LEBANON S.A.L. GENERAL MILLS LUXEMBOURG S.A.R.L. GENERAL MILLS MAARSSEN HOLDING, INC. GENERAL MILLS MAGHREB SARL GENERAL MILLS MALAYSIA SDN. BHD. GENERAL MILLS MANUFACTURING AUSTRALIA PTY LIMITED GENERAL MILLS MARKETING, INC. GENERAL MILLS MAURITIUS, INC. GENERAL MILLS MIDDLE EAST & NORTH AFRICA FZE GENERAL MILLS MIDDLE EAST SAL GENERAL MILLS MISSOURI, INC. GENERAL MILLS NETHERLANDS B.V. GENERAL MILLS NEW ZEALAND LIMITED GENERAL MILLS OPERATIONS, LLC GENERAL MILLS PENSION TRUSTEE LIMITED GENERAL MILLS PRODUCTS CORP. GENERAL MILLS PROPERTIES, INC. GENERAL MILLS RH, INC. GENERAL MILLS RIGHTS HOLDINGS, LLC GENERAL MILLS RUSSIA HOLDING, INC. GENERAL MILLS SALES, INC. GENERAL MILLS SALES SINGAPORE PTE. LTD. GENERAL MILLS SAN ADRIAN, S.L. UNIPERSONAL GENERAL MILLS SCANDINAVIA AB GENERAL MILLS SERVICES (UK) LTD. GENERAL MILLS SERVICES, INC. GENERAL MILLS SNACKS HOLDING B.V. GENERAL MILLS SOUTH AFRICA (PROPRIETARY) LIMITED GENERAL MILLS SPECIALTY PRODUCTS, LLC GENERAL MILLS SWISS FOUR GMBH

Netherlands Greece Australia France United Kingdom Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands Australia Germany Netherlands Hong Kong Spain India Thailand Delaware Delaware Delaware Delaware Delaware France Delaware Delaware Switzerland Netherlands Delaware Delaware Delaware Israel Italy Korea France Lebanon Luxembourg Delaware Morocco Malaysia Australia Delaware Mauritius United Arab Emirates Lebanon Minnesota Netherlands New Zealand Delaware United Kingdom Delaware New York Delaware Delaware Delaware Delaware Singapore Spain Sweden United Kingdom Delaware Netherlands South Africa Delaware Switzerland

Company Name

Jurisdiction

GENERAL MILLS SWISS THREE GMBH GENERAL MILLS SWISS TWO GMBH GENERAL MILLS TAIWAN LIMITED GENERAL MILLS TRADING (SHANGHAI) CO. LIMITED GENERAL MILLS UK LIMITED GENERAL MILLS VENEZUELA B.V. GENERAL MILLS VENTAS DE MEXICO, S. DE R.L. DE C.V. GENERAL MILLS, INC. GIGANTE VERDE, LLC GIGANTE VERDE, S de RL de CV GLOBAL HOLDINGS ONE MANAGEMENT LLC GM CEREALS HOLDINGS, INC. GM CEREALS OPERATIONS, INC. GM CLASS B, INC. GMEAF SNC GMSNACKS, SCA GREEN GIANT ASIA PACIFIC LTD. GREEN GIANT INTERNATIONAL, LLC GUANGZHOU PILLSBURY V. PEARL FOODS CO., LTD. HAAGEN-DAZS ARRAS SNC HAAGEN-DAZS BELGIUM (SPRL) HAAGEN-DAZS INTERNATIONAL SHOPPE COMPANY, INC. HAAGEN-DAZS KOREA CO., LTD. HAAGEN-DAZS NEDERLAND N.V. HD CHINA B.V. HD DISTRIBUTORS (THAILAND) CO., LTD. HD MARKETING & DISTRIBUTION PHILIPPINES, INC. HD MARKETING & DISTRIBUTION SDN. BHD. HDIP, INC. INO FITA GMBH KAMPOS ESTIASI S.A. KIFISSIA PASTRIES S.A. LA SALTENA S.A. MOUNTAIN HIGH LLC NETHERLANDS INVESTMENTS COOPERATIEF U.A. NORTHGATE PARTNERS L.L.C. OLD EL PASO FOODS B.V. PASTA MASTER DISTRIBUTION PTY LTD PET INCORPORATED PILLSBURY MEXICO, S.A. DE C.V. PILLSBURY PHILIPPINES INTERNATIONAL, INC. PINEDALE HOLDINGS PTE LIMITED PINEDALE TRADING PTE LIMITED POWER HOUSE FOODS PTY LTD SAXBY BROS LIMITED SERETRAM (SAS) SHANGHAI HAAGEN-DAZS FOOD TRADING CO., LTD. SHANGHAI PILLSBURY FROZEN FOODS, LIMITED SMALL PLANET FOODS, INC. SUPER FITNESS INTERNATIONAL S.A. SWEETGRASS GRAIN PARTNERSHIP THE PASTA MASTER PTY LTD THE PILLSBURY COMPANY, LLC WASHBURN INVESTMENT OFFICE LLC WIN/WIN RADIO, INC. Y.O. C.V. YOPLAIT BRANDCO HOLDING A (FRANCE) SAS YOPLAIT BRANDCO HOLDING B (FRANCE) SAS YOPLAIT BRANDCO HOLDING ONE B.V. YOPLAIT OPCO COOPERATIEF UA YOPLAIT OPCO HOLDING ONE B.V. YOPLAIT SAS YOPLAIT USA, INC.

Switzerland Switzerland Taiwan China United Kingdom Netherlands Mexico Delaware Delaware Mexico Delaware Delaware Delaware Delaware France France Taiwan Minnesota China France Belgium Minnesota Korea Netherlands Netherlands Thailand Philippines Malaysia Delaware Germany Greece Greece Argentina Delaware Netherlands North Dakota Netherlands Australia Delaware Mexico Philippines Singapore Singapore Australia England and Wales France China China Washington Panama Montana Australia Delaware Delaware Delaware Netherlands France France Netherlands Netherlands Netherlands France Delaware

JOINT VENTURES C.P. HELLAS EEIG C.P.A. CEREAL PARTNERS HANDELSGESELLSCHAFT m.b.H & Co. OHG C.P.A. CEREAL PARTNERS HANDELSGESELLSCHAFT m.b.H. C.P.D. CEREAL PARTNERS DEUTSCHLAND GmbH & Co. oHG C.P.D. CEREAL PARTNERS DEUTSCHLAND VERWALTUNGSGESELLSCHAFT mbH C.P.W. HELLAS BREAKFAST CEREALS SOCIETE ANONYME C.P.W. MEXICO S. de R.L. de C.V. CEREAL ASSOCIADOS PORTUGAL, A.E.I.E. CEREAL PARTNERS (MALAYSIA) SDN. BHD. CEREAL PARTNERS (THAILAND) LIMITED CEREAL PARTNERS AUSTRALIA PTY LIMITED CEREAL PARTNERS CZECH REPUBLIC, s.r.o. CEREAL PARTNERS ESPANA, A.E.I.E. CEREAL PARTNERS FRANCE, SNC CEREAL PARTNERS GIDA TICARET LIMITED SIRKETI CEREAL PARTNERS HUNGARIA TRADING LIMITED LIABILITY COMPANY CEREAL PARTNERS MEXICO, S.A. DE C.V. CEREAL PARTNERS POLAND TORUN-PACIFIC Sp. z.o.o. CEREAL PARTNERS RUS LLC CEREAL PARTNERS SLOVAK REPUBLIC, s.r.o. CEREAL PARTNERS SOUTH AFRICA CEREAL PARTNERS U.K. CEREALES C.P.W. BOLIVIA S.R.L. CEREALES C.P.W. CHILE LIMITADA (SRL) CEREALES CPW PERU LIMITADA CEREALES PARTNERS L.L.C. UTE CP COLOMBIA ACP CP MIDDLE EAST FZCO CP SUISSE CPW BRASIL LTDA. CPW HONG KONG LIMITED CPW NEW ZEALAND CPW OPERATIONS S.A.R.L. CPW PARAGUAY S.R.L. CPW PHILIPPINES, INC. CPW S.A. CPW SINGAPORE (PTE.) LTD. CPW TIANJIN LIMITED CPW TRINIDAD AND TOBAGO, LTD. CPW URUGUAY S.A. HAAGEN-DAZS JAPAN, INC. PT CEREAL PARTNERS INDONESIA YOPLAIT MARQUES S.N.C Greece Austria Austria Germany Germany Greece Mexico Portugal Malaysia Thailand Australia Czech Republic Spain France Turkey Hungary Mexico Poland Russia Slovakia South Africa United Kingdom Bolivia Chile Peru Argentina Colombia United Arab Emirates Switzerland Brazil Hong Kong New Zealand Switzerland Paraguay Philippines Switzerland Singapore China Trinidad and Tobago Uruguay Japan Indonesia France

Exhibit 23.1 Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders General Mills, Inc.: We consent to the incorporation by reference in the Registration Statements (No. 333-151048, 333-152321, and 333-155932) on Form S-3 and Registration Statements (No. 2-50327, 2-53523, 2-95574, 33-27628, 33-32059, 333-13089, 333-32509, 333-65311, 333-65313, 333-90010, 333-90012, 333-102695, 333-109050, 333-131195, 333-139997, 333-148820, and 333-163849) on Form S-8 of General Mills, Inc. of our report dated July 8, 2011, with respect to the consolidated balance sheets of General Mills, Inc. as of May 29, 2011 and May 30, 2010, and the related consolidated statements of earnings, total equity and comprehensive income, and cash flows for each of the fiscal years in the three-year period ended May 29, 2011, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of May 29, 2011, which report appears in the May 29, 2011 annual report on Form 10-K of General Mills, Inc. /s/ KPMG LLP Minneapolis, Minnesota July 8, 2011

EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Kendall J. Powell, certify that: 1. 2. I have reviewed this annual report on Form 10-K of General Mills, Inc.; 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; 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; 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; 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; 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 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

3. 4.

(b)

(c) (d)

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) (b) 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 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: July 8, 2011 /s/ Kendall J. Powell Kendall J. Powell Chairman of the Board and Chief Executive Officer

EXHIBIT 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Donal L. Mulligan, certify that: 1. 2. I have reviewed this annual report on Form 10-K of General Mills, Inc.; 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; 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; 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; 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; 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 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

3. 4.

(b)

(c) (d)

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) (b) 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 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: July 8, 2011 /s/ Donal L. Mulligan Donal L. Mulligan Executive Vice President and Chief Financial Officer

EXHIBIT 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Kendall J. Powell, Chairman of the Board and 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) (2) the Annual Report on Form 10-K of the Company for the fiscal year ended May 29, 2011, (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 8, 2011 /s/ Kendall J. Powell Kendall J. Powell Chairman of the Board and Chief Executive Officer

EXHIBIT 32.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Donal L. Mulligan, Executive Vice President and 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) (2) the Annual Report on Form 10-K of the Company for the fiscal year ended May 29, 2011, (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 8, 2011 /s/ Donal L. Mulligan Donal L. Mulligan Executive Vice President and Chief Financial Officer