General Mills - 10-K annual report 2022

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K

☑

ANNUAL REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR

THE FISCAL YEAR ENDED

MAY 29, 2022

☐

TRANSITION REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________

Commission file number:

001-01185

________________

GENERAL MILLS, INC.

(Exact name of registrant as specified in its charter)

Delaware

41-0274440

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

Number One General Mills Boulevard

Minneapolis

Minnesota

55426

(Address of principal executive offices)

(Zip Code)

(763)

764-7600

(Registrant’s telephone number,

including area code)

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, $.10 par value

GIS

New York Stock Exchange

1.000% Notes due 2023

GIS23A

New York Stock Exchange

0.125% Notes due 2025

GIS25A

New York Stock Exchange

0.450% Notes due 2026

GIS26

New York Stock Exchange

1.500% Notes due 2027

GIS27

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

☑

☐

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

☐

☑

Indicate

check

mark

whether

the

registrant

(1)

has

filed

all

reports

required

filed

Section

15(d)

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

☑

☐

Indicate

check

mark

whether

the

registrant

has

submitted

electronically

every

Interactive

Data

File

required

submitted

pursuant to Rule

405 of Regulation

S-T during

the preceding 12

months (or for

such shorter period

that the registrant

was required

submit such files).

Yes

☑

☐

Indicate

check

mark

whether

the

registrant

large

accelerated

filer,

accelerated

filer,

non-accelerated

filer,

smaller

reporting

company,

emerging

growth

company.

See

the

definitions

“large

accelerated

filer,”

“accelerated

filer,”

“smaller

reporting company,” and

“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check

one):

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

emerging

growth

company,

indicate

check

mark

the

registrant

has

elected

not

use

the

extended

transition

period

for

complying with any new or revised financial accounting standards provided

pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark

whether the registrant has

filed a report on

and attestation to its management’s

assessment of the effectiveness

of its

internal control

over financial

reporting under

Section 404(b)

of the

Sarbanes-Oxley Act

(15 U.S.C.

7262(b)) by

the registered

public accounting firm that prepared or issued its audit report.

☑

Indicate by check mark whether the registrant is a shell company (as defined

in Rule 12b-2 of the Act).

Yes

☐

☑

Aggregate

market value

of Common

Stock held

by non-affiliates

of the

registrant, based

on the

closing price

of $62.76

per share

reported on

the New

York

Stock Exchange

on November

28, 2021

(the last

business day

of the

registrant’s

most recently

completed

second fiscal quarter): $

37,857.2

million.

Number

Common

Stock

outstanding

June

15,

2022:

597,158,440

(excluding

157,454,888

held

the

treasury).

DOCUMENTS INCORPORATED

BY REFERENCE

Portions of the registrant’s Proxy

Statement for its 2022 Annual Meeting of Shareholders are incorporated by reference

into Part III.

Table of Contents

Page

Part I

Item 1

Business

Item 1A

Risk Factors

Item 1B

Unresolved Staff Comments

Item 2

Properties

Item 3

Legal Proceedings

Item 4

Mine Safety Disclosures

Part II

Item 5

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

Equity Securities

Item 7

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

Item 7A

Quantitative and Qualitative Disclosures About Market Risk

Item 8

Financial Statements and Supplementary Data

Item 9

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9A

Controls and Procedures

Item 9B

Other Information

Part III

Item 10

Directors, Executive Officers and Corporate Governance

Item 11

Executive Compensation

Item 12

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

Item 13

Certain Relationships and Related Transactions, and Director Independence

Item 14

Principal Accounting Fees and Services

Part IV

Item 15

Exhibits and Financial Statement Schedules

Item 16

Form 10-K Summary

Signatures

PART

ITEM 1 - Business

COMPANY OVERVIEW

For more than

150 years, General

Mills has been making

food the world

loves. We

are a leading

global manufacturer and

marketer of

branded consumer

foods with more

than 100 brands

in 100 countries

across six continents.

In addition to

our consolidated operations,

we have 50 percent interests in

two strategic joint ventures that manufacture

and market food products sold in more

than 120 countries

worldwide.

manage and

review the

financial results

of our

business under

four operating

segments: North

America Retail;

International; Pet;

and

North

America

Foodservice.

See

Management’s

Discussion

and

Analysis

Financial

Condition

and

Results

Operations

(MD&A) in Item 7 of this report for a description of our segments.

We offer

a variety of human and pet food products that provide great

taste, nutrition, convenience, and value for consumers around

the

world. Our business is focused on the following large, global categories:

●

snacks, including grain, fruit and savory snacks, nutrition bars, and

frozen hot snacks;

●

ready-to-eat cereal;

●

convenient meals, including meal kits, ethnic meals, pizza, soup, side dish mixes,

frozen breakfast, and frozen entrees;

●

wholesome natural pet food;

●

refrigerated and frozen dough;

●

baking mixes and ingredients;

●

yogurt; and

●

super-premium ice cream.

Our Cereal Partners Worldwide

(CPW) joint venture with Nestlé

S.A. (Nestlé) competes in the

ready-to-eat cereal category in markets

outside North

America, and

our Häagen-Dazs

Japan, Inc.

(HDJ) joint

venture

competes in

the super-premium

ice cream

categories

are

highly

competitive,

with

numerous

manufacturers

varying

sizes in

the

United

States and

throughout the

world. The categories

in which

we participate

also are

very competitive.

Our principal

competitors in

these categories

are manufacturers, as

well as retailers with

their own branded

products. Competitors market

and sell their products

through brick-and-

mortar stores

and e-commerce.

All our

principal competitors

have substantial

financial, marketing,

and other

resources. Competition

our

product

categories

based

product

innovation,

product

quality,

price,

brand

recognition

and

loyalty,

effectiveness

marketing,

promotional

activity,

convenient

ordering

and

delivery

the consumer,

and the

ability

identify

and

satisfy

consumer

preferences.

Our

principal

strategies

for

competing

each

our

segments

include

unique

consumer

insights,

effective

customer

relationships, superior

product quality,

innovative advertising,

product promotion,

product innovation

aligned with consumers

’

needs,

an efficient

supply chain, and

price. In most

product categories, we

compete not only

with other widely

advertised, branded

products,

but also

with regional

brands and

with generic

and private

label products

that are

generally sold

at lower

prices. Internationally,

compete with both multi-national and local manufacturers, and each

country includes a unique group of competitors.

Raw materials, ingredients, and packaging

The

principal

raw

materials that

use

are grains

(wheat, oats,

and

corn),

dairy

products,

sugar,

fruits, vegetable

oils, meats,

nuts,

vegetables,

and

other

agricultural

products.

also

use

substantial

quantities

carton

board,

corrugated,

plastic,

and

metal

packaging

materials,

operating

supplies,

and

energy.

Most

these

inputs

for

our

domestic

and

Canadian

operations

are

purchased

from suppliers

in the

United States. In

our other

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,

climate

change,

product

scarcity,

limited

sources

supply,

commodity

market

fluctuations,

currency

fluctuations,

trade

tariffs,

pandemics

(including the

COVID-19 pandemic),

war, and

changes in

governmental agricultural

and energy

policies and

regulations. 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 net

realizable value

and uses

derivatives to

manage its net

inventory position

and minimize

its

market exposures.

TRADEMARKS AND PATENTS

Our

products

are

marketed

under

variety

valuable

trademarks.

Some

the

important

trademarks

used

our

global

operations

(set

forth

italics

this

report)

include

Annie’s

Betty

Crocker

Bisquick

Blue

Buffalo

Blue

Basics

Blue

Freedom

Bugles

Cascadian

Farm

Cheerios

Chex

Cinnamon Toast

Crunch

Cocoa Puffs

Cookie Crisp

EPIC

Fiber One

Food Should Taste

Good

Fruit

the

Foot

Fruit

Gushers

Fruit

Roll-Ups

Gardetto's

Gold

Medal

Golden

Grahams

Häagen-Dazs

Kitano

Kix

Lärabar

Latina

Lucky

Charms

Muir Glen

Nature

Valley

Nudges,

Oatmeal

Crisp

Old

Paso

Pillsbury

Progresso

Raisin

Nut

Bran

Total

Top

Chews

Naturals,

Totino’s

Trix

True

Chews,

Wanchai

Ferry

Wheaties

Wilderness

and

Yoki

protect

these

marks as

appropriate through

registrations in

the United

States and

other jurisdictions.

Depending on

the jurisdiction,

trademarks are

generally valid

as long

as they

are in

use or

their registrations

are properly

maintained and

they have

not been

found to have

become

generic. Registrations of trademarks can also generally be renewed indefinitely

for as long as the trademarks are in use.

Some

our

products

are

marketed

under

combination

with

trademarks

that

have

been

licensed

from

others

for

both

long-

standing

products

(e.g.,

Reese’s

Puffs

for

cereal,

Green

Giant

for vegetables

in certain

countries, and

Yoplait

and related

brands for

fresh dairy

in the

United States

and Canada),

and shorter

term promotional

products (e.g.,

fruit snacks

sold under

various third

party

equities).

Our cereal

trademarks

are licensed

to CPW

and

may be

used in

association

with the

Nestlé

trademark.

Nestlé licenses

certain

of its

trademarks

CPW,

including

the

Nestlé

and

Uncle

Toby’s

trademarks.

The

Häagen-Dazs

trademark

licensed

royalty-free

and

exclusively

Nestlé

and

authorized

sublicensees

for

ice

cream

and

other

frozen dessert

products

the

United

States and

Canada.

The

Häagen-Dazs

trademark is

also licensed

to HDJ

in Japan.

The

Pillsbury

brand and

the

Pillsbury Doughboy

character are

subject

to an exclusive, royalty-free

license that was granted to

a third party and its successors

in the dessert mix and

baking mix categories in

the United States and under limited circumstances in Canada and Mexico.

continue

our

focus

developing

and

marketing

innovative,

proprietary

products,

many

which

use

proprietary

expertise,

recipes and formulations. 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.

SEASONALITY

general,

demand

for

our

products

evenly

balanced

throughout

the

year.

However,

within

our

North

America

Retail

segment

demand

for

refrigerated

dough,

frozen

baked

goods,

and

baking

products

stronger

the

fourth

calendar

quarter.

Demand

for

Progresso

soup is higher

during the

fall and winter

months. Within

our International

segment, demand

for

Häagen-Dazs

ice cream is

higher during

the summer

months and

demand for

baking mix

increases during

winter months.

Due to

the offsetting

impact of

these

demand

trends,

as well

as the

different

seasons

the

northern

and

southern

hemispheres,

our

International

segment’s

net

sales are

generally evenly balanced throughout the year.

QUALITY AND SAFETY REGULATION

The

manufacture

and

sale

human

and

pet

food

products

highly

regulated.

the

United

States,

our

activities

are

subject

regulation by

various federal

government agencies,

including the

Food and

Drug Administration,

Department of

Agriculture, Federal

Trade

Commission,

Department

Commerce,

Occupational

Safety

and

Health

Administration,

and

Environmental

Protection

Agency,

well

various

federal,

state,

and

local

agencies

relating

the

production,

packaging,

labelling,

marketing,

storage,

distribution, quality,

and safety of food

and pet products and

the health and safety

of our employees.

Our business is also

regulated by

similar agencies outside of the United States.

ENVIRONMENTAL

MATTERS

May

29,

2022,

were

involved

with

two

response

actions

associated

with

the

alleged

threatened

release

hazardous

substances or wastes located in Minneapolis, Minnesota and Moonachie,

New Jersey.

Our

operations

are

subject

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

general

with

environmental

laws

regulations

will

have

material

adverse

effect

upon

our

capital

expenditures,

earnings,

competitive position.

HUMAN CAPITAL MANAGEMENT

Recruiting, developing, engaging, and protecting our

workforce is critical to executing our strategy and achieving

business success. As

May

29,

2022,

had

approximately

32,500

employees

around

the

globe,

with

approximately

15,000

the

U.S.

and

approximately 17,500

located in our

markets outside

of the U.S.

Our workforce

is divided

between approximately

12,500 employees

dedicated to the production of our various products and approximately

20,000 non-production employees.

The

efficient

production

high-quality

products

and

successful

execution

our

strategy

requires

talented,

skilled,

and

engaged

team of employees. We

work to equip our employees with

critical skills and expand their contributions

over time by providing a range

of training and career

development opportunities, including

hands-on experiences via

challenging work assignments and

job rotations,

coaching

and mentoring

opportunities, and

training programs.

foster employee

engagement and

commitment, we

follow a

robust

process

listen

employees,

take

action,

and

measure

our

progress

with

on-going

employee

conversations,

transparent

communications, and employee engagement surveys.

believe that

fostering a culture

of inclusion and

belonging strengthens

our ability to

recruit talent and

allows all of

our employees

to thrive

and succeed.

actively cultivate

a culture

that acknowledges,

respects, and

values all

dimensions of

diversity –

including

gender, race,

sexual orientation, ability,

backgrounds, and

beliefs. Ensuring

diversity of input

and perspectives

is core to

our business

strategy,

and

are

committed

recruiting,

retaining,

developing,

and

advancing

workforce

that

reflects

the

diversity

the

consumers we

serve. This

commitment starts

with our

company leadership

where women

represent approximately

42 percent

of our

officer

and

director

population,

and

approximately

percent

our

officers

and

directors

are

racially

ethnically

diverse.

embed

our culture of inclusion and belonging

into our day-to-day ways of working

through a number of programs to foster

discussion,

build empathy, and

increase understanding.

are

committed

maintaining

safe

and

secure

workplace

for

our

employees.

set

specific

safety

standards

identify

and

manage critical risks.

use global safety

management systems and

employee training to

ensure consistent implementation

of safety

protocols and

accurate measurement

and tracking of

incidents. To

provide a safe

and secure working

environment for our

employees,

we prohibit workplace

discrimination, and

we do not

tolerate abusive conduct

or harassment. Our

attention to the

health and safety

our workforce extends to the workers and communities in our supply chain.

We believe that respect

for human rights is fundamental to

our strategy and to our commitment to ethical business conduct.

INFORMATION ABOUT

OUR EXECUTIVE OFFICERS

The section below provides information regarding our executive officers

as of June 29, 2022.

Jodi

Benson

age

57,

Chief

Innovation,

Technology

and

Quality

Officer.

Ms.

Benson

joined

General

Mills

2001

from

The

Pillsbury Company.

She held a

variety of positions

before becoming the

leader of our

One Global Dairy

Platform from 2011

to 2016.

She

was

named

Vice

President

for

our

International

business

segment

from

2016

2017,

and

Vice

President

the

Global

Innovation,

Technology,

and Quality

Capabilities

Group

from

2017 to

July 201

She was

named

to her

current

position

in August

2018.

Kofi A. Bruce

, age 52, is Chief Financial

Officer. Mr.

Bruce joined General Mills in 2009 as

Vice President,

Treasurer after serving

variety

senior

management

positions

with

Ecolab

and

Ford

Motor

Company.

served

Treasurer

until

2010

when

was

named Vice

President, Finance for

Yoplait.

Mr. Bruce

reassumed his role

as Vice

President, Treasurer

from 2012 until

2014 when

was named

Vice

President, Finance

for Convenience

Stores &

Foodservice. He

was named

Vice

President, Controller

in 2017,

Vice

President, Financial Operations in September 2019, and to his present position

in February 2020.

Paul J. Gallagher

age

54, is Chief

Supply Chain Officer.

Mr.

Gallagher joined General

Mills in April

2019 as Vice

President, North

America Supply Chain from Diageo plc. He began

his career at Diageo where he spent 25 years serving in a variety

of leadership roles

in manufacturing,

procurement, planning,

customer service,

and engineering

before becoming

President, North

America Supply

from

2013 to March 2019. He was named to his current position in July 2021.

Jeffrey L.

Harmening

, age

55, is

Chairman of

the Board

and Chief

Executive Officer.

Mr.

Harmening joined

General Mills

in 1994

and

served

various

marketing

roles

the

Betty

Crocker,

Yoplait,

and

Big

cereal

divisions.

was

named

Vice

President,

Marketing

for

CPW

2003

and

Vice

President

the

Big

cereal

division

2007.

2011,

was

promoted

Senior

Vice

President

for

the

Big

cereal

division.

Mr.

Harmening

was

appointed

Senior

Vice

President,

Chief

Executive

Officer

CPW

2012. Mr.

Harmening returned from CPW

in 2014 and was

named Executive Vice

President, Chief Operating Officer,

U.S. Retail. He

became

President,

Chief

Operating

Officer

in 2016.

was named

Chief

Executive

Officer

2017

and

Chairman

of the

Board

January 2018. Mr. Harmening

is a director of The Toro

Company.

Dana

McNabb

age

46,

Chief

Strategy

Growth

Officer.

Ms.

McNabb

joined

General

Mills

1999

and

held

variety

marketing roles

in Cereal,

Snacks, Meals,

and New

Products before

becoming Vice

President, Marketing

for CPW

in 2011

and Vice

President, Marketing

for the Circle

of Champions

Business Unit

in 2015. She

became President,

U.S. Cereal

Operating Unit

in 2016,

Group President, Europe & Australia in January 2020, and was named to her present

position in July 2021.

Jaime

Montemayor

age

58,

Chief

Digital

and

Technology

Officer.

spent

years

PepsiCo,

Inc.,

serving

roles

increasing

responsibility,

including

most

recently

Senior

Vice

President

and

Chief

Information

Officer

PepsiCo’s

Americas

Foods segment

from 2013

to 2015, and

Senior Vice

President and

Chief Information

Officer,

Digital Innovation,

Data and Analytics,

PepsiCo from

2015 to

2016. Mr.

Montemayor served

as Chief

Technology

Officer of

7-Eleven Inc.

in 2017.

He assumed

his current

role in February 2020 after founding and operating a digital technology

consulting company from 2017 until January 2020.

Jon J. Nudi

, age 52,

is Group President,

North America

Retail. Mr.

Nudi joined

General Mills in

1993 as

a Sales Representative

and

held a

variety of

roles in

Consumer Foods

Sales. In

2005, he

moved into

marketing roles

in the

Meals division

and was

elected Vice

President

2007.

Mr.

Nudi

was

named

Vice

President;

President,

Snacks,

2010,

Senior

Vice

President,

Europe/Australasia in 2014, and Senior Vice

President; President, U.S. Retail in 2016. He was named to his present position in 2017.

Shawn

O’Grady

age

58,

Group

President,

North

America

Foodservice.

Mr.

O’Grady

joined

General

Mills

1990

and

held

several

marketing

roles

the

Snacks,

Meals,

and

Big

cereal

divisions.

was

promoted

Vice

President

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 2007, Senior Vice

President, President, Consumer Foods

Sales Division in 2010, Senior Vice

President,

Sales &

Channel

Development

2012,

and

Group

President,

Convenience

Stores

Foodservice

2017.

was named to his current position in December 2021.

Mark A. Pallot,

age 49,

is Vice

President, Chief

Accounting Officer.

Mr.

Pallot joined

General Mills in

2007 and

served as

Director,

Financial

Reporting

until

2017,

when

he was

named

Vice

President,

Assistant

Controller.

was elected

his

present

position

February

2020.

Prior

joining

General

Mills,

Mr.

Pallot

held

accounting

and

financial

reporting

positions

Residential

Capital,

LLC, Metris, Inc., CIT Group Inc., and Ernst & Young,

LLP.

Bethany

Quam

age

51,

Group

President,

Pet.

Ms.

Quam

joined

General

Mills

1993

and

held

variety

positions

before

becoming

Vice

President,

Strategic

Planning

2007.

She

was

promoted

Vice

President,

Field

Sales,

Channels

2012,

Vice

President; President,

Convenience Stores

& Foodservice

in 2014,

and Senior

Vice

President; President,

Europe &

Australia in

2016,

and Group President; Europe & Australia in 2017. She was named

to her current position in October 2019.

Sean

Walker

age

56,

Group

President,

International.

Mr.

Walker

joined

General

Mills

1989

and

held

variety

positions

before becoming

Vice

President, President

of Latin

America in

2009. He

was named

Senior Vice

President, President

Latin America

in 2012,

Senior Vice

President, Corporate

Strategy

in 2016,

and Group

President,

Asia &

Latin America

in February

2019.

He was

named

to his current position in July 2021.

Karen Wilson

Thissen

, age

55, is

General Counsel

and Secretary.

Ms. Wilson

Thissen joined

General Mills

in June

2022.

Prior to

joining

General

Mills, she

spent

17 years

at Ameriprise

Financial,

Inc.,

serving in

roles of

increasing

responsibility,

including

most

recently as Executive Vice

President and General Counsel

from 2017 to June

2022, and Executive Vice

President and Deputy General

Counsel from

2014 to

2017.

Before

joining Ameriprise

Financial,

Inc., she

was a

partner at

the law

firm of

Faegre &

Benson LLP

(now Faegre Drinker Biddle & Reath LLP).

Jacqueline

Williams-Roll

age

53,

Chief

Human

Resources

Officer.

Ms.

Williams-Roll

joined

General

Mills

1995.

She

held

human resources

leadership roles

in Supply

Chain, Finance,

Marketing, and

Organization Effectiveness,

and she

also worked

a large

part of her career

on businesses outside of the

United States. She was

named Vice

President, Human Resources,

International in 2010,

and then

promoted to

Senior Vice

President, Human

Resources Operations

in 2013.

She was

named to

her present

position in

2014.

Prior to joining General Mills, she held sales and management roles with Jenny

Craig International.

WEBSITE ACCESS

Our

website

https://www.generalmills.com.

make

available,

free

charge

the

“Investors”

portion

this

website,

annual

reports

Form

10-K,

quarterly

reports

Form

10-Q,

current

reports

Form

8-K,

and

amendments

those

reports

filed

furnished pursuant to Section 13(a)

or 15(d) of the Securities Exchange

Act of 1934 (1934 Act) as soon

as reasonably practicable after

electronically

file

such

material

with,

furnish

to,

the

Securities

and

Exchange

Commission

(SEC).

All

such

filings

are

available

on the

SEC’s

website

at https://www.sec.gov.

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

subject

various

risks

and

uncertainties.

Any

the

risks

described

below

could

materially,

adversely

affect

our

business, financial condition, and results of operations.

Business and Industry Risks

Global health developments and economic

uncertainty resulting from the

COVID-19 pandemic could materially

and adversely

affect our business, financial condition, and results of operations.

The public

health crisis

caused by

the COVID-19

pandemic and

the measures

being taken

by governments,

businesses, including

us,

and

the

public

large

limit COVID-19’s

spread

have

had,

and

may

continue

have,

certain

negative

impacts

on our

business,

financial condition, and results of operations including, without limitation,

the following:

●

have experienced,

and may

continue to

experience, a

decrease in

sales of

certain of

our products

in markets

around the

world that

have been

affected by

the COVID-19

pandemic. In

particular,

sales of

our products

in the

away-from-home food

outlets across all our major markets have been

negatively affected by reduced consumer traffic

resulting from shelter-in-place

regulations

recommendations

and

closings

restaurants,

schools

and

cafeterias.

the COVID-19

pandemic

persists or

intensifies, its negative impacts

on our sales, particularly

in away-from-home food

outlets, could be more

prolonged and may

become more severe.

●

Deteriorating economic and political conditions

in our major markets affected

by the COVID-19 pandemic, such

as increased

unemployment,

decreases

disposable

income,

declines

consumer

confidence,

economic

slowdowns

recessions,

could cause a decrease in demand for our products.

●

have

experienced

minor

temporary

workforce

disruptions

our

supply

chain

result

the

COVID-19

pandemic.

Illness,

travel

restrictions,

absenteeism,

other

workforce

disruptions

could

negatively

affect

our

supply

chain,

manufacturing, distribution,

or other

business processes.

may face

additional production

disruptions in

the future, which

may place constraints on our ability to produce products in a timely manner

or may increase our costs.

●

Changes

and

volatility

consumer

purchasing

and

consumption

patterns

may

increase

demand

for

our

products

one

quarter, resulting

in decreased consumer demand for our

products in subsequent quarters. Short

term or sustained increases in

consumer demand at our retail customers may exceed our production capacity

or otherwise strain our supply chain.

●

The

failure

third

parties

which

rely,

including

those

third

parties

who

supply

our

ingredients,

packaging,

capital

equipment

and

other

necessary

operating

materials,

contract

manufacturers,

commercial

transport,

distributors,

contractors,

commercial banks,

and external

business partners,

to meet their

obligations to

us, or significant

disruptions in

their ability to

do so, may negatively impact our operations.

●

Significant changes in

the political conditions

in markets in which

we manufacture, sell,

or distribute our products

(including

quarantines,

import/export restrictions,

price controls,

governmental or

regulatory actions,

closures or

other restrictions

that

limit

our

operating

and

manufacturing

facilities,

restrict

our

employees’

ability

travel

perform

necessary

business functions, or otherwise prevent our third-party partners,

suppliers, or customers from sufficiently staffing

operations,

including

operations

necessary

for

the

production,

distribution,

and

sale

our

products)

could

adversely

impact

our

operations and results.

●

Actions we have

taken or may

take, or decisions

we have made

or may make,

as a consequence

of the COVID-19

pandemic

may result in investigations, legal claims or litigation against us.

The

categories

which

participate

are

very

competitive,

and

are

not

able

compete

effectively,

our

results

operations could be adversely

affected.

The

human

and

pet

food

categories

which

participate

are

very

competitive.

Our principal

competitors

these

categories

are

manufacturers,

well

retailers

with

their

own

branded

and

private

label

products.

Competitors

market

and

sell

their

products

through

brick-and-mortar

stores

and

e-commerce.

All

our

principal

competitors

have

substantial

financial,

marketing,

and

other

resources.

most

product

categories,

compete

not

only

with

other

widely

advertised

branded

products,

but

also

with

regional

brands

and

with

generic

and

private

label

products

that

are generally

sold

lower prices.

Competition

our

product

categories

based on

product

innovation, product

quality,

price,

brand recognition

and loyalty,

effectiveness

of marketing,

promotional

activity,

convenient

ordering

and

delivery

the

consumer,

and

the

ability

identify

and

satisfy

consumer

preferences.

our

large

competitors

were

seek

advantage

through

pricing

promotional

changes,

could

choose

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

changing

consumer

demands

or by

new product

introductions

of our

competitors.

are unable

to build

and

sustain

brand

equity

offering

recognizably

superior

product

quality,

may

unable

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.

There has

been significant

consolidation in

the grocery industry,

resulting in

customers with increased

purchasing power.

In addition,

large

retail

customers

may

seek

use

their

position

improve

their

profitability

through

improved

efficiency,

lower

pricing,

increased

reliance

their

own

brand

name

products,

increased

emphasis

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 and

volume growth

could be

negatively impacted.

addition, the loss

of any large

customer could

adversely affect our

sales and profits.

In fiscal 2022,

Walmart

accounted for 20

percent

of our

consolidated net

sales and

28 percent

of net

sales of

our North

America Retail

segment.

For more

information on

significant

customers, please see Note 8 to the Consolidated Financial Statements in Item 8

of this report.

Price

changes

for

the

commodities

depend

for

raw

materials,

packaging,

and

energy

may

adversely

affect

our

profitability.

The

principal

raw

materials

that

use

are

commodities

that

experience

price

volatility

caused

external

conditions

such

weather,

climate

change,

product

scarcity,

limited

sources

supply,

commodity

market

fluctuations,

currency

fluctuations,

trade

tariffs,

pandemics

(such

the

COVID-19

pandemic),

war

(including

international

sanctions

imposed

Russia

for

its

invasion

Ukraine),

and

changes

governmental

agricultural

and

energy

policies

and

regulations.

Commodity

prices

have

become,

and

may

continue

to be,

more volatile

during

the COVID-19

pandemic. Commodity

price changes

may result

in unexpected

increases in

raw

material,

packaging,

energy,

and

transportation

costs.

are

unable

increase

productivity

offset

these

increased

costs

increase

our

prices,

may

experience

reduced

margins

and

profitability.

not

fully

hedge

against

changes

commodity

prices, and the risk management procedures that we do use may not always work

as we intend.

Concerns with the safety and quality of our products could cause consumers

avoid certain products or ingredients.

could

adversely

affected

consumers

our

principal

markets

lose

confidence

the

safety

and

quality

certain

our

products

ingredients.

Adverse

publicity

about

these

types

concerns,

whether

not

valid,

may

discourage

consumers

from

buying our products or cause production and delivery disruptions.

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,

eating habits,

and purchasing

behaviors of

consumers and

to offer

products

that

appeal

their

preferences

channels

where

they

shop.

Consumer

preferences

and

category-level

consumption

may

change

from

time to

time and

can be

affected

by a

number

of different

trends

and other

factors.

If we

fail

to anticipate,

identify

react to these changes and trends, such as adapting to emerging

e-commerce channels, or to introduce new and improved products on

timely basis, we may

experience reduced demand

for our products, which

would in turn cause

our revenues and profitability

to suffer.

Similarly, demand

for our products could be affected by consumer concerns regarding

the health effects of ingredients such as sodium,

trans fats, genetically

modified organisms,

sugar, processed

wheat, grain-free

or legume-rich pet

food, or other

product ingredients

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

constrained

population

growth.

Our

success

depends

part

our

ability

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

increase

market

our

existing

product

categories.

not

succeed

developing

innovative

products

for

new

and

existing categories, our growth and profitability could be adversely

affected.

Our results may be negatively impacted if consumers do not maintain

their favorable perception of our brands.

Maintaining and continually

enhancing the value

of our many

iconic brands is critical

to the success of

our business. The value

of our

brands

based

large

part

the

degree

which

consumers

react

and

respond

positively

these

brands.

Brand

value

could

diminish

significantly

due

number

factors,

including

consumer

perception

that

have

acted

irresponsible

manner,

adverse

publicity

about

our

products,

our

failure

maintain

the

quality

our

products,

the

failure

our

products

deliver

consistently

positive

consumer

experiences,

concerns

about

food

safety,

our

products

becoming

unavailable

consumers.

Consumer demand

for our

products may

also be

impacted by

changes in

the level

of advertising

or promotional

support. The

use of

social

and

digital

media

consumers,

us,

and

third

parties

increases

the

speed

and

extent

that

information

misinformation

and

opinions can

be shared.

Negative posts

or comments

about us,

our brands,

or our

products on

social or

digital media

could seriously

damage

our

brands

and

reputation.

not

maintain

the

favorable

perception

our

brands,

our

business

results

could

negatively impacted.

Operating Risks

are

not

efficient

our

production,

our

profitability

could

suffer

result

the

highly

competitive

environment

which we operate.

Our future success and

earnings growth depend in

part on our ability to

be efficient in

the production and manufacture of

our products

highly

competitive

markets.

Gaining

additional

efficiencies

may

become

difficult

over

time.

Our

failure

reduce

costs

through

productivity

gains

eliminating

redundant

costs

resulting

from

acquisitions

divestitures

could

adversely

affect

our

profitability

and

weaken

our

competitive

position.

Many

productivity

initiatives

involve

complex

reorganization

manufacturing

facilities

and

production

lines.

Such

manufacturing

realignment

may

result

the

interruption

production,

which

may

negatively

impact

product

volume

and

margins.

periodically

engage

restructuring

and

cost

savings

initiatives

designed

increase

our

efficiency

and

reduce

expenses.

are

unable

execute

those

initiatives

planned,

may

not

realize

all

any

the

anticipated benefits, which could adversely affect our business and results of

operations.

Disruption of our supply chain could adversely affect our business.

Our

ability

make,

move,

and

sell

products

critical

our

success.

Damage

disruption

raw

material

supplies

our

manufacturing

distribution

capabilities

due

weather,

climate

change,

natural

disaster,

fire,

terrorism,

cyber-attack,

pandemics

(such as the

COVID-19 pandemic),

war, governmental

restrictions or mandates,

labor shortages, strikes,

import/export restrictions,

other

factors

could

impair

our

ability

manufacture

sell

our

products.

Many

our

product

lines

are

manufactured

single

location or

sourced from

a single

supplier.

The failure

of third

parties on which

we rely,

including those

third parties

who supply

our

ingredients,

packaging,

capital

equipment

and

other

necessary

operating

materials,

contract

manufacturers,

commercial

transport,

distributors, contractors,

and external

business partners,

to meet

their obligations

to us,

or significant

disruptions in

their ability

to do

so, may

negatively impact

our operations.

Our suppliers’

policies and

practices can

damage our

reputation and

the quality

and safety

of our

products.

Disputes with

significant suppliers,

including

disputes regarding

pricing or

performance,

could adversely

affect

our

ability

supply

products

our

customers

and

could

materially

and

adversely

affect

our

sales,

financial

condition,

and

results

operations. 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 location or

supplier, could

adversely affect our

business and

results of operations, as well as require

additional resources to restore our supply chain.

Short term or

sustained increases in

consumer demand at

our retail customers

may exceed our

production capacity or

otherwise strain

our supply chain. Our failure to meet the demand for our products could

adversely affect our business and results of operations.

Our international operations are subject to political and economic

risks.

In fiscal

2022, 23

percent of

our consolidated

net sales

were generated

outside of

the United

States. We

are accordingly

subject to

number of risks relating to doing business internationally,

any of which could significantly harm our business. These risks include:

●

political and economic instability;

●

exchange controls and currency exchange rates;

●

tariffs on products and ingredients that we import and export;

●

nationalization or government control of operations;

●

compliance with anti-corruption regulations;

●

foreign tax treaties and policies; and

●

restriction on the transfer of funds to and from foreign countries, including

potentially negative tax consequences.

Our financial performance

on a U.S. dollar

denominated basis is subject

to fluctuations in currency

exchange rates. These fluctuations

could cause material

variations in our results

of operations. Our principal

exposures are to the

Australian dollar,

Brazilian real, British

pound sterling,

Canadian dollar,

Chinese renminbi,

euro, Japanese

yen, Mexican

peso, and

Swiss franc.

From time

to time,

we enter

into

agreements

that

are

intended

reduce

the

effects

our

exposure

currency

fluctuations,

but

these

agreements

may

not

effective in significantly reducing our exposure.

strengthening

the

U.S.

dollar

relative

other

currencies

the

countries

which

operate

would

negatively

affect

our

reported results of operations and financial results due to currency translation losses and

currency transaction losses.

Our business operations could be disrupted if our information technology

systems fail to perform adequately or are breached.

Information

technology

serves

important

role

the

efficient

and

effective

operation

our

business.

rely

information

technology networks

and systems, including

the internet, to

process, transmit,

and store electronic

information to

manage a variety

business processes and

to comply with

regulatory,

legal, and tax requirements.

Our information technology

systems and infrastructure

are

critical

effectively

manage

our

key

business

processes

including

digital

marketing,

order

entry

and

fulfillment,

supply

chain

management,

finance,

administration,

and

other

business

processes.

These

technologies

enable

internal

and

external

communication

among

our

locations, employees,

suppliers,

customers,

and others

and

include the

receipt and

storage of

personal information

about

our employees,

consumers, and

proprietary business

information. Our

information technology

systems, some

of which

are dependent

on services

provided

by third

parties, may

be vulnerable

to damage,

interruption,

or shutdown

due to

any number

of causes

such as

catastrophic events,

natural disasters, fires,

power outages, systems

failures, telecommunications

failures, security breaches,

computer

viruses, hackers, employee error

or malfeasance, and other

causes. Increased cyber-security threats

pose a potential risk to

the security

and

viability

our

information

technology

systems,

well

the

confidentiality,

integrity,

and

availability

the

data

stored

those systems. The

failure of our

information technology

systems to perform

as we anticipate

could disrupt

our business and

result in

transaction

errors,

processing

inefficiencies,

data

loss,

legal

claims

proceedings,

regulatory

penalties,

and

the

loss

sales

and

customers. Any

interruption of

our information

technology systems

could have

operational, reputational,

legal, and

financial impacts

that may have a material adverse effect on our business.

Our failure to successfully integrate acquisitions into our

existing operations could adversely affect our financial results.

From

time

time,

evaluate

potential

acquisitions

joint

ventures

that

would

further

our

strategic

objectives.

Our

success

depends, in part,

upon our ability

to integrate acquired

and existing operations.

If we are

unable to successfully

integrate acquisitions,

our financial

results could

suffer.

Additional potential

risks associated

with acquisitions

include

additional debt

leverage, the

loss of

key

employees

and

customers

the

acquired

business,

the

assumption

unknown

liabilities,

the

inherent

risk

associated

with

entering a geographic area or line of business in which we have

no or limited prior experience, failure to achieve anticipated synergies,

and the impairment of goodwill or other acquisition-related intangible assets.

Legal and Regulatory Risks

our

products

become

adulterated,

misbranded,

mislabeled,

might

need

recall

those

items

and

may

experience

product liability claims if

consumers or their pets 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

our products, which could have an adverse effect on our business results and

the value of our brands.

New regulations or regulatory-based claims could adversely

affect our business.

Our facilities and

products are subject

to many laws and

regulations administered by

the United States Department

of Agriculture, the

Federal Food and Drug

Administration, the Occupational

Safety and Health Administration,

and other federal, state, local,

and foreign

governmental agencies

relating to

the production,

packaging, labelling,

storage, distribution,

quality,

and safety

of food

products and

the

health

and

safety

our

employees.

Our

failure

comply

with

such

laws

and

regulations

could

subject

lawsuits,

administrative

penalties,

and civil

remedies,

including fines,

injunctions,

and recalls

of our

products.

advertise our

products and

could be

the target

of claims

relating to

alleged false

or deceptive

advertising

under federal,

state, and

foreign laws

and regulations.

We may also be

subject to new laws or regulations restricting our right to advertise our

products, including restrictions on the audience

to whom

products are

marketed. Changes

in laws

or regulations

that impose

additional regulatory

requirements on

us could

increase

our cost of doing business or restrict our actions, causing our results of operations

to be adversely affected.

Significant COVID-19

related changes

in the

political conditions

in markets

in which

we manufacture,

sell or

distribute our

products

(including quarantines, import/export

restrictions, price controls, governmental

or regulatory actions, closures

or other restrictions that

limit

our

operating

and

manufacturing

facilities,

restrict

our

employees’

ability

travel

perform

necessary

business

functions

otherwise

prevent

our

third-party

partners,

suppliers,

customers

from

sufficiently

staffing

operations,

including

operations

necessary

for

the

production,

distribution,

sale,

and

support

our

products)

could

adversely

impact

our operations

and results.

are

subject

various

federal,

state,

local,

and

foreign

environmental

laws

and

regulations.

Our

failure

comply

with

environmental laws and regulations could subject us

to lawsuits, administrative penalties, and civil remedies.

We are currently

party to

a variety of

environmental remediation obligations.

Due to regulatory

complexities, uncertainties inherent

in litigation, and

the risk of

unidentified contaminants

on current and

former properties of

ours, the potential

exists for remediation,

liability,

indemnification, and

compliance

costs

differ

from

our

estimates.

cannot

guarantee

that

our

costs

relation

these

matters,

compliance

with

environmental

laws

general,

will

not

exceed

our

established

liabilities

otherwise

have

adverse

effect

our

business

and

results of operations.

Climate change and other sustainability matters could adversely affect

our business.

There is

growing concern

that carbon

dioxide and

other greenhouse

gases in

the earth’s

atmosphere may

have an

adverse impact

global temperatures, weather patterns, and the frequency

and severity of extreme weather and natural disasters.

If such climate change

has a negative effect on agricultural productivity,

we may experience decreased availability and higher pricing for certain commodities

that are necessary

for our

products. Increased

frequency or

severity of

extreme weather

could also impair

our production

capabilities,

disrupt our

supply chain,

impact demand

for our

products, and

increase our

insurance and

other operating

costs.

Increasing concern

over

climate

change

other

sustainability

issues

also

may

adversely

impact

demand

for

our

products

due

changes

consumer

preferences or

negative consumer

reaction to

our commitments

and actions

to address

these issues.

may also

become subject

additional

legal

and

regulatory

requirements

relating

climate

change

other

sustainability

issues,

including

greenhouse

gas

emission

regulations

(e.g.,

carbon

taxes),

energy

policies,

sustainability

initiatives

(e.g.,

single-use

plastic

limits),

and

disclosure

obligations.

If additional legal

and regulatory

requirements are

enacted and

are more aggressive

than the sustainability

measures that

we are currently undertaking to monitor our emissions

and improve our energy efficiency

and other sustainability goals, or if we chose

to take actions to achieve more aggressive goals, we may experience significant

increases in our costs of operations.

have announced goals

and commitments to

reduce our carbon footprint.

If we fail to

achieve or improperly

report on our progress

toward

achieving

our

carbon

emissions

reduction

goals

and

commitments,

then

the

resulting

negative

publicity

could

harm

our

reputation and adversely affect demand for our products.

Financial and Economic Risks

Volatility

the

market

value

derivatives

use

manage

exposures

fluctuations

commodity

prices

will

cause

volatility in our gross margins and net earnings.

utilize derivatives

to manage

price risk

for some

of our

principal ingredient

and energy

costs, including

grains (oats,

wheat, and

corn), oils (principally soybean),

dairy products, natural gas, and diesel

fuel. Changes in the values

of these derivatives are recorded

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 outside

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 net realizable value. We

may experience volatile earnings as a result of these accounting treatments.

Economic downturns could limit consumer demand for our products.

The

willingness

consumers

purchase

our

products

depends

part

local

economic

conditions.

periods

economic

uncertainty,

consumers

may

purchase

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

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

North America

Foodservice segment.

Any of

these events

could have

an adverse

effect on

our results

operations.

have

substantial

amount

indebtedness,

which

could

limit

financing

and

other

options

and

some

cases

adversely

affect our ability to pay dividends.

May

29,

2022,

had

total

debt

and

noncontrolling

interests

$11.9

billion.

The

agreements

under

which

have

issued

indebtedness

do not

prevent us

from

incurring

additional unsecured

indebtedness

in the

future.

Our level

of indebtedness

may

limit

our:

●

ability to

obtain additional

financing for

working capital,

capital expenditures,

or general

corporate

purposes, particularly

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

turn

subject

prevailing

economic

conditions

and

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.

depend

stable,

liquid,

and

well-functioning

capital

and

credit

markets

fund

our

operations.

Although

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

assurance

that

future

volatility

disruption

the

capital

and

credit

markets will not impair our liquidity or

increase our costs of borrowing. We

also utilize interest rate derivatives to

reduce the volatility

of our financing

costs. If we are

not effective in

hedging this volatility,

we may experience

an increase in

our costs of borrowing.

Our

business

could

also

negatively

impacted

our

suppliers

customers

experience

disruptions

resulting

from

tighter

capital

and

credit markets or a slowdown in the general economy.

may not have

access to preferred sources

of liquidity when

needed or on

terms we find acceptable,

and our borrowing

costs could

increase.

economic

credit

crisis

could

occur

and

impair

credit

availability

and

our

ability

raise

capital

when

needed.

disruption in

the financial

markets may have

a negative

effect on

our derivative

counterparties and

could impair

our banking

or other

business partners, on whom we rely for access to capital and as counterparties to our derivative

contracts.

From

time

time,

issue

variable

rate

securities

based

London

Interbank

Offered

Rate

(LIBOR)

and

enter

into

interest

rate

swaps that

contain a

variable element

based on

LIBOR. The

United

Kingdom Financial

Conduct

Authority intends

to phase

out the

LIBOR rates

associated with

our outstanding

variable rate

securities and

interest rate

swaps by

June 2023.

The U.S.

Federal Reserve

has selected the

Secured Overnight Funding

Rate (SOFR) as the

preferred alternate rate

to LIBOR. We

are planning for this

transition

and

will

amend

any

contracts

accommodate

the

SOFR

rate

where

required.

continue

evaluate

the

potential

impact

this

transition, which remains subject to uncertainty.

Volatility

in the

securities markets,

interest

rates,

and other

factors

could substantially

increase

our defined

benefit

pension,

other postretirement benefit, and postemployment

benefit costs.

sponsor

a number

of defined

benefit plans

for employees

in the

United

States, Canada,

and various

foreign

locations, including

defined

benefit

pension,

retiree

health

and

welfare,

severance,

and

other

postemployment

plans.

Our

major

defined

benefit

pension

plans are

funded with

trust assets

invested in

a globally

diversified portfolio

of securities

and other

investments. Changes

in interest

rates, mortality

rates, health

care costs,

early

retirement rates,

investment

returns, and

the market

value of

plan

assets can

affect

the

funded status

of our

defined benefit

plans and

cause volatility

in the

net periodic

benefit cost

and future

funding requirements

of the

plans.

significant

increase

our

obligations

future

funding

requirements

could

have

negative

impact

our

results

operations and cash flows from operations.

change

the

assumptions

regarding

the

future

performance

our

businesses

different

weighted-average

cost

capital

used

value

our

reporting

units

our

indefinite-lived

intangible

assets

could

negatively

affect

our

consolidated

results of operations and net worth.

As of May

29, 2022,

we had $21.4

billion of

goodwill and

indefinite-lived intangible

assets. Goodwill for

each of

our reporting

units

is tested

for impairment

annually and

whenever events

or changes

in circumstances

indicate that

impairment may

have occurred.

compare

the

carrying

value

the

reporting

unit,

including

goodwill,

the

fair

value

the

reporting

unit.

the

fair

value

the

reporting unit

is less than

the carrying

value of

the reporting

unit, including

goodwill, impairment

has occurred.

Our estimates

of fair

value are determined

based on a

discounted cash

flow model. Growth

rates for sales

and profits are

determined using inputs

from our

long-range planning process. We

also make estimates of discount rates, perpetuity growth assumptions,

market comparables, and other

factors.

current

expectations

for

growth

rates

for

sales

and

profits

are

not

met,

other

market

factors

and

macroeconomic

conditions were to change,

then our reporting units could

become significantly impaired. 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.

evaluate

the

useful

lives

our

intangible

assets,

primarily

intangible

assets

associated

with

the

Blue

Buffalo,

Pillsbury

Totino’s

Progresso

Old El Paso

Yoki

Häagen-Dazs

, and

Annie’s

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

changes

circumstances

indicate

that impairment

may have

occurred.

Our estimate

of the

fair value

of the

brands is

based on

a discounted

cash flow

model

using inputs

including projected

revenues from

our long-range

plan, assumed

royalty rates which

could be

payable if we

did not

own

the brands, and

a discount rate.

If current

expectations for growth

rates for sales

and margins

are not met,

or other market

factors and

macroeconomic

conditions

were

change,

then

our

indefinite-lived

intangible

assets

could

become

significantly

impaired.

Our

Progresso

Green

Giant

EPIC

and

Uncle

Toby’s

brands

had

experienced

declining

business

performance,

and

continue

monitor these businesses.

For further information

on goodwill and intangible

assets, please refer to

Note 6 to the Consolidated

Financial Statements in Item

8 of

this report.

ITEM 1B - Unresolved Staff Comments

None.

ITEM 2 - Properties

own

our

principal

executive

offices

and

main research

facilities,

which

are

located

in the

Minneapolis,

Minnesota

metropolitan

area. We

operate numerous

manufacturing facilities

and maintain many

sales and administrative

offices, warehouses,

and distribution

centers around the world.

As of May 29,

2022, we operated

43 facilities for

the production of

a wide variety

of food products.

Of these facilities,

25 are located

in the United

States (1 of

which is leased),

4 in the

Greater China region,

1 in the

Asia/Middle East/Africa

Region, 2

in Canada (1

which is

leased), 5

in Europe/Australia,

and 6

in Latin

America and

Mexico. The

following is

a list

of the

locations of

our principal

production facilities, which primarily support the segment noted:

North America Retail

• St. Hyacinthe, Canada

• Irapuato, Mexico

• Buffalo, New York

• Covington, Georgia

• Reed City, Michigan

• Cincinnati, Ohio

• Belvidere, Illinois

• Fridley, Minnesota

• Wellston, Ohio

• Geneva, Illinois

• Hannibal, Missouri

• Murfreesboro, Tennessee

• Cedar Rapids, Iowa

• Albuquerque, New Mexico

• Milwaukee, Wisconsin

North America Foodservice

• Chanhassen, Minnesota

• Joplin, Missouri

International

• Rooty Hill, Australia

• Recife, Brazil

• Arras, France

• Cambara, Brazil

• Guangzhou, China

• Labatut, France

• Campo Novo do Pareceis, Brazil

• Nanjing, China

• Inofita, Greece

• Paranavai, Brazil

• Sanhe, China

• Nashik, India

• Pouso Alegre, Brazil

• Shanghai, China

• San Adrian, Spain

Pet

• Richmond, Indiana

• Independence, Iowa

• Joplin, Missouri

operate

numerous

grain

elevators

the

United

States

support

our

domestic

manufacturing

activities.

also

utilize

approximately

15 million

square

feet

of warehouse

and

distribution

space, nearly

all of

which

is leased,

that

primarily

supports

our

North America

Retail segment.

own and

lease a

number of

dedicated sales

and administrative

offices

around the

world, totaling

approximately 2 million square feet. We

have additional warehouse, distribution, and office space in

our plant locations.

As part

of our

Häagen-Dazs

business in

our International

segment

we operate

448 (all

leased) and

franchise

384 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

May

29,

2022,

that

were

reasonably

likely

have

material

adverse

effect

our

consolidated

financial

position

results

operations. See

the information

contained under

the section entitled

“Environmental Matters”

in Item 1

of this report

for a discussion

of environmental matters in which we are involved.

ITEM 4 - Mine Safety Disclosures

None.

PART

ITEM 5 - Market for Registrant’s Common

Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities

Our common

stock is

listed on

the New

York

Stock Exchange

under the

symbol “GIS.”

On June 15,

2022, there

were approximately

25,000 record holders of our common stock.

The

following

table

sets

forth

information

with

respect

our

common

stock

that

purchased

during

the

fiscal

quarter

ended May 29, 2022:

Period

Total

Number

of Shares

Purchased (a)

Average Price

Paid Per Share

Total

Number of Shares

Purchased as Part of a

Publicly Announced

Program (b)

Maximum Number of

Shares that may yet

be Purchased

Under the Program (b)

February 28, 2022 -

April 3, 2022

1,081,455

64.84

1,081,455

24,569,322

April 4, 2022 -

May 1, 2022

1,895,917

70.66

1,895,917

22,673,405

May 2, 2022 -

May 29, 2022

1,735,229

70.09

1,735,229

20,938,176

Total

4,712,601

69.11

4,712,601

20,938,176

(a)

The total

number of

shares purchased

includes shares

of common

stock withheld

for the

payment of

withholding taxes

upon the

distribution of deferred option units.

(b)

June

27, 2022,

our

Board of

Directors

approved

a new

authorization

for

the repurchase

up to

100,000,000

shares of

our

common

stock

and

terminated

the

prior

authorization.

Purchases

can

made

the

open

market

privately

negotiated

transactions,

including

the

use

call

options

and

other

derivative

instruments,

Rule

10b5-1

trading

plans,

and

accelerated

repurchase programs. The Board did not specify an expiration date for the

authorization.

ITEM 7 - Management’s Discussion and Analysis of

Financial Condition and Results of Operations

EXECUTIVE OVERVIEW

are

global packaged

foods company.

develop

distinctive

value-added

food

products

and

market

them under

unique

brand

names.

work

continuously

improve

our

core

products

and

create

new

products

that

meet

consumers’

evolving

needs

and

preferences.

addition,

build

the

equity

our

brands

over

time

with

strong

consumer-directed

marketing,

innovative

new

products,

and

effective

merchandising.

believe

our

brand-building

approach

the

key

winning

and

sustaining

leading

positions in markets around the globe.

Our fundamental

financial goal is

to generate competitively

differentiated returns

for our shareholders

over the long

term. We

believe

achieving

that

goal

requires

generate

consistent

balance

net

sales

growth,

margin

expansion,

cash

conversion,

and

cash

return to shareholders over time.

Our long-term growth objectives are to deliver the following performance

on average over time:

●

2 to 3 percent annual growth in organic net sales;

●

mid-single-digit annual growth in adjusted operating profit;

●

mid- to high-single-digit annual growth in adjusted diluted earnings per share

(EPS);

●

free cash flow conversion of at least 95 percent of adjusted net earnings after

tax; and

●

cash return to shareholders of 80 to 90 percent of free cash flow,

including an attractive dividend yield.

are executing

our Accelerate

strategy to

drive sustainable,

profitable gro

wth and

top-tier shareholder

returns over

the long

term.

The

strategy

focuses

four

pillars

create

competitive

advantages

and

win:

boldly

building

brands,

relentlessly

innovating,

unleashing

our scale,

and

being a

force for

good. We

are prioritizing

our core

markets, global

platforms,

and

local gem

brands

that

have

the

best

prospects

for

profitable

growth

and

are

committed

reshaping

our

portfolio

with

strategic

acquisitions

and

divestitures to further enhance our growth profile.

expect that

changes in

consumer behaviors

driven by

the COVID-19

pandemic will

result in

ongoing elevated

consumer demand

for food at home, relative to pre-pandemic levels. These

changes include more time spent working

from home and increased consumer

appreciation

for cooking

and baking.

plan to

capitalize on

these opportunities,

addressing evolving

consumer

needs through

our

leading brands, innovation, and advantaged capabilities to generate profitable

growth.

In fiscal 2022,

we successfully adapted

to the volatile operating

environment, responding quickly

to significant increases in

input cost

inflation and supply chain disruptions and keeping

our brands available for our customers and consumers.

As a result, we were able to

grow organic

net sales, adjusted

operating profit,

and adjusted diluted

EPS ahead of

our initial targets.

achieved each

of the

three

priorities we established at the beginning of the year:

continued

compete

effectively,

including

holding

growing

market

percent

our

global

priority

businesses.

generated organic

net sales

growth across

each of

our four

operating segments,

fueled by

compelling brand

building

and

innovation

across our

leading

brands,

and

supported

with

strong

levels

net price

realization

response

significant input cost inflation.

successfully navigated

the dynamic supply

chain environment, which

was characterized by

steadily increasing input

cost

inflation,

reaching

percent

for

the

full

year,

and

record

levels

supply

chain

disruptions

affecting

our

sourcing,

manufacturing,

and logistics

operations.

leveraged

our Strategic

Revenue

Management

(SRM) capability

to accelerate

pricing actions in

the face of increasing

inflation, generating 7

points of positive

organic net price

realization and mix

for the

year.

And

moved

quickly

address

supply

chain

disruptions

and

outpace

our

competition

terms

on-shelf

availability for our brands.

executed

our

portfolio

and

organizational

reshaping

actions

without

disrupting

our

base

business.

announced

closed

seven

different

acquisitions

and

divestitures

during

the

year,

helping

further

upgrade

the

growth

profile

our

portfolio.

And we

successfully implemented

significant changes

to our

organizational

structure, including

streamlining our

North

America

Retail

operating

unit

structure,

realigning

our

North

America

Foodservice

segment

and

shifting

our

U.S.

convenience stores

business into North

America Retail, creating

a new International

segment and adjusting

our go-to-market

model

across

many

global

markets,

and

establishing

new

Strategy

Growth

organization

tasked

with

advancing

many

aspects of our Accelerate strategy.

Our consolidated net

sales for fiscal

2022 rose 5

percent to $19.0 billion.

On an organic

basis, net sales

increased 6 percent

compared

to year-ago

levels. Operating

profit of

$3.5 billion increased

11 percent.

Adjusted operating

profit of

$3.2 billion increased

2 percent

on a constant-currency

basis.

Diluted EPS of $4.42

was up 17 percent

compared to fiscal 2021

results. Adjusted diluted EPS

of $3.94

increased

percent

constant-currency

basis

(See

the

“Non-GAAP

Measures”

section

below

for

description

our

use

measures not defined by generally accepted accounting principles (GAAP)).

Net

cash

provided

operations

totaled

$3.3 billion

fiscal

2022

representing

conversion

rate

121

percent

net

earnings,

including earnings attributable

to redeemable and noncontrolling

interests. This cash generation

supported capital investments

totaling

$569 million, and

our resulting

free cash flow

was $2.7 billion

at a conversion

rate of 113

percent of

adjusted net

earnings, including

earnings

attributable

redeemable

and

noncontrolling

interests.

returned

cash

shareholders

through

dividends

totaling

$1.2

billion and net share repurchases

totaling $715 million. Our ratio

of net debt-to-operating cash flow

was 3.3 in fiscal 2022, and our

net

debt-to-adjusted earnings before net interest, income taxes, depreciation

and amortization (net debt-to-adjusted EBITDA) ratio was 2.8

(See the “Non-GAAP Measures” section below for a description of our use of

measures not defined by GAAP).

detailed

review

our

fiscal

2022

performance

compared

fiscal

2021

appears

below

the

section

titled

“Fiscal

2022

Consolidated Results of Operations.” A detailed review

of our fiscal 2021 performance compared to our fiscal 2020

performance is set

forth

in Part

II, Item

7 of

our Form

10-K for

the fiscal

year

ended

May 30, 2021

under the

caption

“Management’s

Discussion and

Analysis of

Financial Condition

and Results

of Operations

– Fiscal

2021 Results

of Consolidated

Operations,” which

is incorporated

herein by reference.

In fiscal 2023,

we expect to

build on our

positive momentum

and continue

to advance our

Accelerate strategy.

Our key priorities

are

continue

compete

effectively,

invest

our

brands

and

capabilities,

and

reshape

our

portfolio.

expect

the

largest

factors

impacting

our

performance

fiscal

2023

will

the

economic

health

consumers,

the

inflationary

cost

environment,

and

the

frequency and severity of disruptions

in the supply chain.

Total input

cost inflation is expected to

be approximately 14 percent

of cost

of goods

sold in

fiscal 2023.

are addressing

the inflationary

environment with

holistic margin

management (HMM)

cost savings

expected to

total approximately

3 to

4 percent

of cost

of goods

sold and

low-double-digit net

price realization

generated through

our

SRM capability.

We are planning

for volume elasticities to increase but remain below

historical levels and supply chain disruptions to

slowly moderate in fiscal 2023 compared to fiscal 2022 levels.

Based on these assumptions, our key full-year fiscal 2023 targets are

summarized below:

●

Organic net sales are expected to increase 4 to 5 percent.

●

Adjusted operating

profit is

expected to

range between

down 2

percent and

up 1

percent in

constant-currency from

the base

$3.2

billion

reported

fiscal

2022,

including

3-point

net

headwind

from

divestitures

and

acquisitions

announced

closed in fiscal 2022.

●

Adjusted diluted EPS are

expected to range between

flat and up 3 percent

in constant-currency from

the base of $3.94 earned

in fiscal 2022, including a 3-point net headwind from divestitures and

acquisitions announced or closed in fiscal 2022.

●

Free cash flow conversion is expected to be at least 90 percent of adjusted after-tax

earnings.

See the “Non-GAAP Measures” section below for a description of our use

of measures not defined by GAAP.

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

8 of this report.

FISCAL 2022 CONSOLIDATED

RESULTS

OF OPERATIONS

In fiscal

2022, net

sales increased

5 percent

compared to

fiscal 2021

and organic

net sales increased

6 percent

compared to

last year.

Operating

profit

increased

percent

$3,476

million

primarily

driven

favorable

net

price

realization

and

mix,

gains

divestitures,

net

restructuring

recoveries,

and

decrease

certain

selling,

general,

and

administrative

(SG&A)

expenses,

partially

offset

higher

input

costs,

lower

net

corporate

investment

activity,

higher

transaction

and

integration

costs,

and

volume

declines.

Operating profit margin

of 18.3 percent increased

100 basis points.

Adjusted operating profit

of $3,213 million

increased 2 percent on

a constant-currency

basis, primarily

driven by

a decrease

in certain

SG&A expenses.

Adjusted operating

profit margin

decreased 50

basis

points

16.9

percent.

Diluted

earnings

per

$4.42

increased

percent

compared

fiscal

2021.

Adjusted

diluted

earnings

per

$3.94

increased

percent

constant-currency

basis

(see

the

“Non-GAAP

Measures”

section

below

for

description of our use of measures not defined by GAAP).

A summary of our consolidated financial results for fiscal 2022 follows:

Fiscal 2022

In millions,

except per

Fiscal 2022 vs.

Fiscal 2021

Percent of Net

Sales

Constant-

Currency

Growth (a)

Net sales

18,992.8

Operating profit

3,475.8

18.3

Net earnings attributable to General Mills

2,707.3

Diluted earnings per share

4.42

Organic net sales growth rate (a)

Adjusted operating profit (a)

3,213.3

16.9

Adjusted diluted earnings per share (a)

3.94

(a)

See the "Non-GAAP Measures" section below for our use of measures not defined by

GAAP.

Consolidated

net sales

were as follows:

Fiscal 2022

Fiscal 2022 vs.

Fiscal 2021

Net sales (in millions)

18,992.8

18,127.0

Contributions from volume growth (a)

(5)

pts

Net price realization and mix

pts

Foreign currency exchange

Flat

Note: Table may

not foot due to rounding

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

The

percent

increase

net

sales

fiscal

2022

reflects

favorable

net

price

realization

and

mix,

partially

offset

decrease

contributions from volume growth.

Components of organic net sales growth are shown in the following

table:

Fiscal 2022 vs. Fiscal 2021

Contributions from organic volume growth (a)

(1)

Organic net price realization and mix

pts

Organic net sales growth

pts

Foreign currency exchange

Flat

Acquisition and divestitures

(1)

Net sales growth

pts

Note: Table may

not foot due to rounding

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

Organic net sales in fiscal 2022 increased 6 percent

compared to fiscal 2021,

driven by favorable organic net price realization and

mix,

partially offset by a decrease in contributions from

organic volume growth.

Cost of sales

increased $912 million in fiscal 2022

to $12,591 million. The increase was

primarily driven by a $1,514 million

increase

attributable to

product rate and

mix, partially offset

by a $608

million decrease due

to lower volume.

recorded a

$133 million net

decrease

cost

sales

mark-to-market

valuation

certain

commodity

positions

and

grain

inventories

fiscal

2022,

compared to a net decrease of $139

million in fiscal 2021

(please see Note 8 to the Consolidated

Financial Statements in Item 8 of this

report for additional information).

Gross margin

decreased 1 percent in

fiscal 2022 versus fiscal 2021.

Gross margin as a percent

of net sales decreased

190 basis points

to 33.7 percent compared to fiscal 2021.

SG&A

expenses

increased

$67 million

$3,147 million

fiscal

2022

compared

fiscal

2021.

The

increase

SG&A

expenses

primarily reflects

lower net corporate

investment activity

and higher transaction

costs, partially offset

by lower media

and advertising

expenses and other administrative costs. SG&A expenses as a percent

of net sales in fiscal 2022 decreased 40 basis points compared to

fiscal 2021.

Divestitures

gain

totaled

$194

million

fiscal

2022

due

the

sale

our

interests

Yoplait

SAS,

Yoplait

Marques

SNC,

and

Liberté Marques

Sàrl and

our European

dough businesses

(please refer

to Note

3 to

the Consolidated

Financial Statements

in Part

Item 1 of this report). Divestiture loss totaled $54 million in fiscal 2021 due

to the sale of our Laticínios Carolina business in Brazil.

Restructuring, impairment,

and other exit

costs (recoveries)

totaled $26 million

of net recoveries

in fiscal 2022

compared to $170

million of charges in

fiscal 2021. In fiscal 2022,

we approved restructuring actions

in the International segment

to drive efficiencies in

manufacturing and logistics operations

and as a result, we

recorded $12 million of

charges in fiscal 2022.

We recorded

a net recovery

$38

million

fiscal

2022,

which

includes

$34

million

reduction

our

restructuring

reserves

primarily

severance

charges.

fiscal

2021,

approved

restructuring

actions

designed

better

align

our

organizational

structure

and

resources

with

strategic

initiatives

and

actions

route-to-market

and

supply

chain

optimization.

Please

see

Note

the

Consolidated

Financial Statements in Item 8 of this report for additional information.

Benefit

plan

non-service

income

totaled

$113 million

fiscal

2022

compared

$133 million

fiscal

2021,

primarily

reflecting

higher

amortization

losses

(please

see

Note

the

Consolidated

Financial

Statements

Item

this

report

for

additional

information).

Interest, net

for fiscal 2022 totaled $380 million, $40 million lower than fiscal 2021,

primarily driven by lower average debt balances.

Our

effective

tax rate

for fiscal

2022

was 18.3

percent

compared to

22.0 percent

in fiscal

2021.

The 3.7

percentage point

decrease

was primarily

driven by a

change in the

valuation allowance on

our capital loss

carryforwards, certain non

-taxable components of

the

divestiture gains, and favorable changes

in earnings mix by jurisdiction.

Our adjusted effective tax rate

was 20.9 percent in fiscal 2022

compared to

21.1 percent

in fiscal

2021 (see

the “Non-GAAP

Measures” section

below for

a description

of our

use of

measures not

defined by GAAP).

After-tax earnings from

joint ventures

decreased 5 percent

to $112 million

in fiscal 2022 compared

to fiscal 2021,

primarily driven

by higher input costs and

lower net sales at CPW,

partially offset by

lower SG&A expenses at CPW and

higher net sales at HDJ. On

constant-currency basis,

after-tax earnings

from joint ventures

decreased 3 percent

(see the “Non-GAAP

Measures” section below

for

a description of

our use of

measures not defined

by GAAP). The

components of our

joint ventures’ net

sales growth are

shown in the

following table:

Fiscal 2022 vs. Fiscal 2021

CPW

HDJ

Total

Contributions from volume growth (a)

(3)

pts

Net price realization and mix

pts

Net sales growth in constant currency

(1)

pts

Foreign currency exchange

(2)

pts

(8)

pts

(3)

pts

Net sales growth

(3)

pts

(2)

pts

Note: Table may

not foot due to rounding

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

Net

earnings

attributable

redeemable

and

noncontrolling

interests

increased

$28

million

fiscal

2022

compared

million in

fiscal 2021,

primarily due

to the loss

on sale

of the Laticínios

Carolina business

in Brazil

in fiscal 2021,

partially offset

the sale of our interests in Yoplait

SAS, Yoplait

Marques SNC, and Liberté Marques Sàrl in fiscal 2022.

Average

diluted

outstanding

decreased

6 million

fiscal

2022

from

fiscal

2021

primarily

due

repurchase

activity.

RESULTS

OF SEGMENT OPERATIONS

Our businesses are organized into four operating segments: North

America Retail; International; Pet, and North America Foodservice.

fiscal

2022,

announced

new

organization

structure

streamline

our

global

operations.

result

this

global

reorganization,

beginning

the

third

quarter

fiscal

2022,

reported

results

for

our

four

operating

segments

follows:

North

America Retail; International;

Pet; and North America

Foodservice. We

have restated our

net sales by segment

and segment operating

profit amounts

to reflect

our new

operating segments.

These segment

changes had

no effect

on previously

reported consolidated

net

sales, operating

profit, net

earnings attributable

to General

Mills, or

earnings

per share.

Please refer

to Note

17 of

the Consolidated

Financial Statements in Part 8 of this report for a description of our operating

segments.

Our

North

America

Retail

operating

segment

includes

convenience

store

businesses

from

our

former

Convenience

Stores

Foodservice

segment.

Within

our

North

America

Retail

operating

segment,

our

former

U.S.

Cereal

operating

unit

and

U.S.

Yogurt

operating

unit

have

been

combined

into

the

U.S.

Morning

Foods

operating

unit.

Additionally,

the

U.S.

Meals

Baking

Solutions

operating unit

combines the

former U.S.

Meals &

Baking operating

unit with

certain businesses

from the

U.S. Snacks

operating unit.

The

Canada

operating

unit

excludes

Canada

foodservice

businesses

which

are

now

included

our

North

America

Foodservice

operating segment.

The resulting North

America Foodservice operating

segment exclusively includes

our foodservice businesses.

Our

International

operating

segment

combines

our

former

Europe

Australia

and

Asia

Latin

America

operating

segments.

Our

Pet

operating segment is unchanged.

The following tables provide

the dollar amount and percentage

of net sales and operating

profit from each segment for

fiscal 2022 and

fiscal 2021:

Fiscal Year

2022

2021

In Millions

Dollars

Percent of Total

Dollars

Percent of Total

Net Sales

North America Retail

11,572.0

11,250.0

International

3,315.7

3,656.8

Pet

2,259.4

1,732.4

North America Foodservice

1,845.7

1,487.8

Total

18,992.8

100

18,127.0

100

Segment Operating Profit

North America Retail

2,699.7

2,725.9

International

232.0

236.6

Pet

470.6

415.0

North America Foodservice

255.5

203.3

Total

3,657.8

100

3,580.8

100

Segment

operating

profit

reviewed

our

executive

management

excludes

unallocated

corporate

items,

net

gain

loss

divestitures, and restructuring, impairment, and other exit costs that are centrally

managed.

NORTH AMERICA RETAIL

SEGMENT

Our North America Retail

operating segment reflects business

with a wide variety of

grocery stores, mass merchandisers, membership

stores,

natural

food

chains,

drug,

dollar

and

discount

chains,

convenience

stores,

and

e-commerce

grocery

providers.

Our

product

categories

this

business

segment

are

ready-to-eat

cereals,

refrigerated

yogurt,

soup,

meal

kits,

refrigerated

and

frozen

dough

products,

dessert

and

baking

mixes,

frozen

pizza

and

pizza

snacks,

snack

bars,

fruit

snacks,

savory

snacks,

and

wide

variety

organic products

including ready-to-eat

cereal, frozen

and shelf-stable vegetables,

meal kits, fruit

snacks, snack

bars, and

refrigerated

yogurt.

North America Retail net sales were as follows:

Fiscal 2022

Fiscal 2022 vs. 2021

Percentage Change

Fiscal 2021

Net sales (in millions)

11,572.0

11,250.0

Contributions from volume growth (a)

(6)

pts

Net price realization and mix

pts

Foreign currency exchange

Flat

Note: Table may

not foot due to rounding.

(a)

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

The

percent

increase

North

America

Retail

net

sales

for

fiscal

2022

was

driven

favorable

net

price

realization

and

mix,

partially offset by a decrease in contributions from volume growth.

The components of North America Retail organic net

sales growth are shown in the following table:

Fiscal 2022 vs. 2021

Percentage Change

Contributions from organic volume growth (a)

(6)

pts

Organic net price realization and mix

pts

Organic net sales growth

pts

Foreign currency exchange

Flat

Net sales growth

pts

Note: Table may

not foot due to rounding.

(a)

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

North

America

Retail organic

net

sales increased

3 percent

in fiscal

2022

compared

to fiscal

2021,

driven

by favorable

organic

net

price realization and mix, partially offset by a decrease in

contributions from organic volume growth.

Net sales for our North America Retail operating units are shown in the following table:

In Millions

Fiscal 2022

Fiscal 2022 vs. 2021

Percentage Change

Fiscal 2021

U.S. Meals & Baking Solutions

4,023.8

Flat

4,042.2

U.S. Morning Foods

3,370.9

3,314.0

U.S. Snacks

3,191.4

2,940.5

Canada (a)

985.9

953.3

Total

11,572.0

11,250.0

(a)

On a constant

currency basis, Canada

operating unit net

sales increased 1

percent in fiscal

2022. See the

“Non-GAAP Measures”

section below for our use of this measure not defined by GAAP.

Segment

operating

profit

decreased

percent

to $2,700

million

fiscal

2022

compared

$2,726

million

fiscal

2021,

primarily

driven by higher input costs and

a decrease in contributions from volume

growth,

partially offset by favorable net

price realization and

mix

and

decrease

in certain

SG&A

expenses.

Segment

operating

profit

decreased

1 percent

on a

constant-currency

basis in

fiscal

2022 compared to fiscal 2021 (see the “Non-GAAP Measures” section below

for our use of this measure not defined by GAAP).

INTERNATIONAL SEGMENT

Our International

operating segment

reflects retail

and foodservice

businesses outside

of the

United States

and Canada.

Our product

categories

include

super-premium

ice

cream

and frozen

desserts, meal

kits,

salty

snacks,

snack

bars,

dessert

and

baking

mixes,

and

shelf stable vegetables.

International net sales were as follows:

Fiscal 2022

Fiscal 2022 vs. 2021

Percentage Change

Fiscal 2021

Net sales (in millions)

3,315.7

(9)

3,656.8

Contributions from volume growth (a)

(19)

pts

Net price realization and mix

pts

Foreign currency exchange

Note: Table may

not foot due to rounding.

(a)

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

The

percent

decrease

International

net

sales

fiscal

2022

was

driven

decrease

contributions

from

volume

growth,

including

the

impact

volume declines

from

divestitures,

partially

offset

favorable

net

price

realization

and

mix

and

favorable

foreign currency exchange.

The components of International organic net sales growth

are shown in the following table:

Fiscal 2022 vs. 2021

Percentage Change

Contributions from organic volume growth (a)

Flat

Organic net price realization and mix

pts

Organic net sales growth

pts

Foreign currency exchange

Divestitures (b)

(12)

pts

Net sales growth

(9)

pts

Note: Table may

not foot due to rounding

(a)

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

(b)

Divestitures include

the impact

of the

sale of our

interests in

Yoplait

SAS, Yoplait

Marques SNC,

and Liberté

Marques Sàrl

and

our European

dough businesses in

fiscal 2022

and the sale

of the Laticínios

Carolina business in

Brazil in fiscal

2021. Please see

Note 3 to the Consolidated Financial Statements in Part II, Item 8 of this report.

The 2

percent increase

in International

organic

net sales

growth in

fiscal 2022

was driven

by favorable

organic

net price

realization

and mix.

Segment

operating

profit decreased

2 percent

to $232 million

in fiscal

2022 compared

to $237

million

in 2021,

primarily

driven by

higher

input

costs

and

decrease

contributions

from

volume

growth,

including

the

impact

of volume

declines

from

divestitures,

partially

offset

by favorable

net price

realization

and mix

and

a decrease

in SG&A

expenses. Segment

operating

profit decreased

percent on a constant-currency

basis in fiscal 2022 compared to fiscal

2021 (see the “Non-GAAP Measures”

section below for our use

of this measure not defined by GAAP).

PET SEGMENT

Our Pet operating segment includes

pet food products sold primarily in

the United States and Canada in national

pet superstore chains,

e-commerce retailers,

grocery stores,

regional pet

store chains,

mass merchandisers,

and veterinary

clinics and

hospitals. Our

product

categories include

dog and

cat food

(dry foods,

wet foods,

and treats)

made with

whole meats,

fruits, and

vegetables and

other high-

quality natural ingredients.

Our tailored pet product offerings

address specific dietary,

lifestyle, and life-stage needs

and span different

product types, diet types, breed sizes for dogs, lifestages, flavors, product

functions,

and textures and cuts for wet foods.

Pet net sales were as follows:

Fiscal 2022

Fiscal 2022 vs. 2021

Percentage Change

Fiscal 2021

Net sales (in millions)

2,259.4

1,732.4

Contributions from volume growth (a)

pts

Net price realization and mix

pts

Foreign currency exchange

Flat

Note: Table may

not foot due to rounding.

(a)

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

Pet net

sales increased

percent

fiscal

2022

compared to

fiscal

2021,

driven

by favorable

net

price

realization

and mix

and

increase in contributions from volume growth,

including incremental volume from the acquisition of Tyson

Foods’ pet treats business.

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

table:

Fiscal 2022 vs. 2021

Percentage Change

Contributions from organic volume growth (a)

pts

Organic net price realization and mix

pts

Organic net sales growth

pts

Foreign currency exchange

Flat

Acquisition (b)

pts

Net sales growth

pts

Note: Table may

not foot due to rounding.

(a)

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

(b)

Acquisition of Tyson

Foods’ pet treats business

in fiscal 2022. Please

see Note 3 to

the Consolidated Financial

Statements in Part

II, Item 8 of this report.

The 18

percent increase

in Pet

organic

net sales

growth

in fiscal

2022 was

driven by

favorable organic

net price

realization and

mix

and an increase in contributions from organic volume

growth.

Pet operating

profit increased

13 percent

to $471 million

in fiscal 2022,

compared to

$415 million in

fiscal 2021, primarily

driven by

favorable net

price realization

and mix

and an increase

in contributions

from volume

growth, including

incremental volume

from the

acquisition

Tyson

Foods’

pet

treats

business,

partially

offset

higher

input

costs and

increase

SG&A

expenses.

Segment

operating

profit

increased

percent

constant-currency

basis

fiscal

2022

compared

fiscal

2021

(see

the

“Non-GAAP

Measures” section below for our use of this measure not defined by GAAP).

NORTH AMERICA FOODSERVICE SEGMENT

Our

major

product

categories

our

North

America

Foodservice

operating

segment

are

ready-to-eat

cereals,

snacks,

refrigerated

yogurt,

frozen

meals,

unbaked

and

fully

baked

frozen

dough

products,

baking

mixes,

and

bakery

flour.

Many

products

sell

are

branded to the consumer

and nearly all are

branded to our customers.

sell to distributors and

operators in many customer

channels

including foodservice, vending, and supermarket bakeries.

North America Foodservice net sales were as follows:

Fiscal 2022

Fiscal 2022 vs. 2021

Percentage Change

Fiscal 2021

Net sales (in millions)

1,845.7

1,487.8

Contributions from volume growth (a)

pts

Net price realization and mix

pts

Foreign currency exchange

Flat

Note: Table may

not foot due to rounding.

(a)

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

North

America

Foodservice

net

sales

increased

percent

fiscal

2022,

driven

favorable

price

realization

and

mix,

including

market index pricing on bakery flour, and an

increase in contributions from volume growth.

The components of North America Foodservice organic

net sales growth are shown in the following table:

Fiscal 2022 vs. 2021

Percentage Change

Contributions from organic volume growth (a)

pts

Organic net price realization and mix

pts

Organic net sales growth

pts

Foreign currency exchange

Flat

Net sales growth

pts

Note: Table may

not foot due to rounding

(a)

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

The 24

percent increase

in North

America

Foodservice

organic

net sales

growth

in fiscal

2022

was driven

by favorable

organic

net

price

realization

and

mix,

including

market

index

pricing

bakery

flour,

and

increase

contributions

from

organic

volume

growth.

Segment

operating

profit

increased

percent

$256 million

fiscal

2022,

compared

$203 million

fiscal

2021,

primarily

driven by favorable net price

realization and mix and

an increase in contributions from

volume growth,

partially offset by higher

input

costs.

Segment

operating

profit

increased

percent

constant-currency

basis

fiscal

2022

compared

fiscal

2021

(see

the

“Non-GAAP Measures” section below for our use of this measure not

defined by GAAP).

UNALLOCATED CORPORATE

ITEMS

Unallocated

corporate

items

include

corporate

overhead

expenses,

variances

planned

domestic

employee

benefits

and

incentives,

certain

charitable

contributions,

restructuring

initiative

project-related

costs,

gains

and

losses

corporate

investments,

and

other

items

that

are

not

part

our

measurement

segment

operating

performance.

These

include

gains

and

losses

arising

from

the

revaluation

certain

grain

inventories

and

gains

and

losses

from

mark-to-market

valuation

certain

commodity

positions

until

passed

back

our

operating

segments.

These

items

affecting

operating

profit

are

centrally

managed

the

corporate

level

and

are

excluded

from

the

measure

segment

profitability

reviewed

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.

result,

fixed

assets

and

depreciation

and

amortization

expenses

are

neither

maintained

nor

available

operating segment.

fiscal

2022,

unallocated

corporate

expense

increased

$191

million

$403

million

compared

$212 million

last

year.

fiscal

2022,

recorded

$133

million

net

decrease

expense

mark-to-market

valuation

certain

commodity

positions

and

grain inventories,

compared to a $139

million net decrease in

expense in the

prior year.

In fiscal 2022,

we recorded $15

million of net

losses related to

the sale of

corporate investments

and valuation adjustments,

compared to $76

million of net

gains in fiscal

2021. We

recorded $22

million of integration

costs related to

our acquisition

of Tyson

Foods’ pet

treats business and

$73 million

of transaction

costs primarily

to the

sale of

our interests

Yoplait

SAS, Yoplait

Marques

SNC, and

Liberté

Marques

Sàrl,

the sale

of our

European dough businesses,

the definitive agreements

to sell our Helper

main meals and Suddenly

Salad side dishes business,

and the

definitive agreement

to acquire TNT

Crust in fiscal

2022, compared

to $10 million

of transaction costs

in fiscal 2021.

In addition, we

recorded a

$22 million

recovery related

to a

Brazil indirect

tax item

in fiscal

2022 compared

to a

$9 million

recovery in

fiscal 2021.

recorded a $13

million insurance recovery

in fiscal 2022. In

fiscal 2021, we

recorded a $4

million favorable adjustment

related to

a product recall in fiscal 2020 in our international Green Giant business.

IMPACT OF INFLATION

experienced broad

based global input

cost inflation

of 8 percent

in fiscal 2022

and 4 percent

in fiscal 202

1. We

expect input

cost

inflation of

approximately 14

percent in

fiscal 2023.

attempt to

minimize the

effects of

inflation through

HMM, SRM,

planning,

and operating practices. Our risk management practices are discussed in Item

7A of this report.

LIQUIDITY AND CAPITAL

RESOURCES

The primary source of our

liquidity is cash flow from

operations. Over the most recent

two-year period, our operations have

generated

$6.3 billion

in cash.

A substantial

portion of

this operating

cash flow

has been

returned to

shareholders through

dividends and

repurchases.

also

use

cash

from

operations

fund

our

capital

expenditures,

acquisitions,

and

debt

service.

typically

use

combination

cash,

notes

payable,

and

long-term

debt,

and

occasionally

issue

common

stock,

finance

significant

acquisitions.

As of

May

29,

2022,

had

$523 million

cash

and

cash

equivalents

held

foreign

jurisdictions.

anticipation

repatriating

funds

from

foreign

jurisdictions,

record

local

country

withholding

taxes

our

international

earnings,

applicable.

may

repatriate our

cash and

cash equivalents

held by

our foreign

subsidiaries without

such funds

being subject

to further

U.S. income

tax

liability. Earnings

prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested

in those jurisdictions.

Cash Flows from Operations

Fiscal Year

In Millions

2022

2021

Net earnings, including earnings attributable to redeemable and noncontrolling

interests

2,735.0

2,346.0

Depreciation and amortization

570.3

601.3

After-tax earnings from joint ventures

(111.7)

(117.7)

Distributions of earnings from joint ventures

107.5

95.2

Stock-based compensation

98.7

89.9

Deferred income taxes

62.2

118.8

Pension and other postretirement benefit plan contributions

(31.3)

(33.4)

Pension and other postretirement benefit plan costs

(30.1)

(33.6)

Divestitures (gain) loss

(194.1)

53.5

Restructuring, impairment, and other exit (recoveries) costs

(117.1)

150.9

Changes in current assets and liabilities, excluding the effects of

acquisition and divestitures

277.4

(155.9)

Other, net

(50.7)

(131.8)

Net cash provided by operating activities

3,316.1

2,983.2

During

fiscal

2022,

cash

provided

operations

was

$3,316 million

compared

$2,983 million

the

same

period

last

year.

The

$333 million increase was primarily

driven by a $433 million change in

current assets and liabilities and a

$389 million increase in net

earnings,

partially

offset

$268

million

change

restructuring

costs and

$248

million

change

divestitures

gain.

The

$433

million change in current assets and liabilities was primarily

driven by a $269 million change in inventories

and a $238 million change

in other

current liabilities, primarily

driven by changes

in income taxes

payable and the

fair value of

certain currency

and commodity

derivatives. These were partially offset by a $194

million change in receivables.

strive to grow core

working capital at or below

the rate of growth in

our net sales. For

fiscal 2022, core working

capital decreased

117 percent,

compared to a net sales

increase of 5 percent.

As of May 29, 2022,

our core working capital

balance was a net liability of

$423 million

compared to

a net liability

of $194

million in

fiscal 2021.

The $229

million change

was primarily

due to an

increase in

accounts payable in fiscal 2022 primarily due to input cost inflation.

Cash Flows from Investing Activities

Fiscal Year

In Millions

2022

2021

Purchases of land, buildings, and equipment

(568.7)

(530.8)

Acquisitions, net of cash acquired

(1,201.3)

Investments in affiliates, net

15.4

15.5

Proceeds from disposal of land, buildings, and equipment

3.3

2.7

Proceeds from divestitures, net of cash divested

74.1

2.9

Other, net

(13.5)

(3.1)

Net cash used by investing activities

(1,690.7)

(512.8)

fiscal

2022,

used

$1,691 million

cash

through

investing

activities

compared

$513 million

fiscal

2021.

invested

$569 million in land, buildings, and equipment in fiscal 2022, an

increase of $38 million from fiscal 2021.

During fiscal 2022, we acquired Tyson

Foods’ pet treats business for an aggregate purchase price of $1.2 billion.

During fiscal

2022, we

sold our

interests in

Yoplait

SAS, Yoplait

Marques SNC,

and Liberté

Marques Sàrl

for cash

proceeds of

$32

million, net

of cash divested

as part of

the sale. We

also completed

the sale of

our European dough

businesses in fiscal

2022 for

cash

proceeds of $42 million.

expect

capital

expenditures

approximately

4.0

percent

reported

net

sales

fiscal

2023.

These

expenditures

will

fund

initiatives that are expected to fuel growth, support innovative products,

and continue HMM initiatives throughout the supply chain.

Cash Flows from Financing Activities

Fiscal Year

In Millions

2022

2021

Change in notes payable

551.4

71.7

Issuance of long-term debt

2,203.7

1,576.5

Payment of long-term debt

(3,140.9)

(2,609.0)

Debt exchange participation incentive cash payment

(201.4)

Proceeds from common stock issued on exercised options

161.7

74.3

Purchases of common stock for treasury

(876.8)

(301.4)

Dividends paid

(1,244.5)

(1,246.4)

Distributions to redeemable and noncontrolling interest holders

(129.8)

(48.9)

Other, net

(28.0)

(30.9)

Net cash used by financing activities

(2,503.2)

(2,715.5)

Financing activities

used $2.5 billion

of cash

in fiscal

2022 compared

to $2.7 billion

in fiscal

2021. We

had $386 million

of net

debt

repayments

fiscal

2022

compared

$961 million

net

debt

repayments

fiscal

2021.

addition,

paid

participation

incentive of

$201 million related

to a debt

exchange in fiscal

2021. For more

information on our

debt issuances and

payments, please

refer to Note 9 to the Consolidated Financial Statements in Item 8 of this report.

During

fiscal

2022,

received

$162 million

net

proceeds

from

common

stock

issued

exercised

options

compared

$74 million in fiscal 2021.

During fiscal

2022, we

repurchased 14

million shares

of our

common

stock for

$877 million.

During fiscal

2021, we

repurchased 5

million shares of our common stock for $301 million.

Dividends paid in fiscal 2022 totaled

$1,244 million, or $2.04 per share. Dividends

paid in fiscal 2021

totaled $1,246 million, or $2.02

per share.

Selected Cash Flows from Joint Ventures

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

Fiscal Year

Inflow (Outflow), in Millions

2022

2021

Investments in affiliates, net

15.4

15.5

Dividends received

107.5

95.2

The following table details the fee-paid committed and uncommitted credit

lines we had available as of May 29, 2022:

In Billions

Facility Amount

Borrowed Amount

Credit facility expiring:

April 2026

2.7

Total committed

credit facilities

2.7

Uncommitted credit facilities

0.6

0.1

Total committed

and uncommitted credit facilities

3.3

0.1

To ensure

availability of funds, we maintain bank credit lines and have commercial paper programs

available to us in the United States

and Europe. We also

have uncommitted and asset-backed credit lines that support our

foreign operations.

have material

contractual obligations

that arise

in the

normal course

of business

and we

believe that

cash flows

from operations

will be adequate to meet our liquidity and capital needs for at least the next

12 months.

Certain

our

long-term

debt

agreements,

our

credit

facilities,

and

our

noncontrolling

interests

contain

restrictive

covenants.

May 29, 2022, we were in compliance with all of these covenants.

have $1,674

million of long-term

debt maturing in

the next 12

months that is

classified as current,

including $500 million

of 2.60

percent

fixed-rate notes

due October

12, 2022,

$100 million

of 7.47

percent fixed-rate

notes due

October 15,

2022, €250

million

0.00

percent

fixed-rate

notes

due

November

11,

2022,

€500

million

1.00

percent

fixed-rate

notes

due

April

27,

2023,

and

€250

million of

floating rate

notes due May

16, 2023. 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, 2022,

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

88 percent

in fixed-rate

and 12

percent in

floating-rate instruments

on May

30, 2021.

Our net

debt

to operating

cash flow

ratio decreased

to 3.3

in fiscal

2022 from

3.7 in

fiscal 2021,

primarily

driven by

an increase

cash

provided

by operations.

Our

net debt

-to-adjusted

EBITDA ratio

declined

to 2.8

in fiscal

2022

from 2.9

in fiscal

2021 (see

the

“Non-GAAP Measures” section below for our use of this measure not

defined by GAAP).

The

third-party

holder

the

General

Mills

Cereals,

LLC

(GMC)

Class

Interests

receives

quarterly

preferred

distributions

from

available net

income based

on the application

of a

floating preferred

return rate

to the

holder’s capital

account balance

established in

the most recent mark-to-market valuation

(currently $252 million). On June 1, 2021,

the floating preferred return rate on GMC’s

Class

A Interests

was reset

to the

sum of

three-month LIBOR

plus 160

basis points.

The preferred

return rate

is adjusted

every three

years

through a negotiated agreement with the Class A Interest holder or through

a remarketing auction.

have an option

to purchase the

Class A Interests for

consideration equal to

the then current

capital account value,

plus any unpaid

preferred return

and the

prescribed make-whole

amount. If

we purchase

these interests,

any change

in the

third-party holder’s

capital

account

from

its

original

value

will

charged

directly

retained

earnings

and

will

increase

decrease

the

net

earnings

used

calculate EPS in that period.

CRITICAL ACCOUNTING ESTIMATES

For a complete description of our

significant accounting policies, please see Note

2 to the Consolidated Financial

Statements in Item 8

of this report. Our critical 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

revenue recognition, valuation

of long-lived assets,

intangible assets,

stock-based compensation, income taxes, and defined benefit pension,

other postretirement benefit, and postemployment benefit plans

Considerations related to the COVID-19 pandemic

The continuing

impact that

the recent

COVID-19 pandemic

will have

on our

consolidated results

of operations

is uncertain.

saw

increased

orders from

retail customers

across all

geographies in

response to

increased consumer

demand for

food at

home. We

also

experienced

COVID-19-related

decrease

consumer

traffic

away-from-home

food

outlets.

fiscal

2023,

expect

at-home

food demand

will decline year

over year across

most of our

core markets

though will remain

above pre-pandemic

levels. Conversely,

we expect away-from home food demand

to continue to recover,

though not fully to pre-pandemic levels.

We expect one of

the largest

factors

impacting

our

performance

will

relative

balance

at-home

versus

away-from-home

consumer

food

demand,

primarily

driven by

the level

of virus

control in

markets around

the world,

which remains

uncertain. We

have considered

the potential

impacts

of the

COVID-19 pandemic

in our

significant accounting

estimates as

of May

29, 2022,

and will

continue to

evaluate the

nature and

extent of the impact to our business and consolidated results of operations.

Revenue Recognition

Our

revenues

are

reported

net

variable

consideration

and

consideration

payable

our

customers,

including

trade

promotion,

consumer

coupon

redemption,

and

other

reductions

the

transaction

price,

including

estimated

allowances

for

returns,

unsalable

product,

and

prompt

pay

discounts.

Trade

promotions

are

recorded

using

significant

judgment

estimated

participation

and

performance levels

for offered

programs at the

time of sale.

Differences between

the estimated and

actual reduction to

the transaction

price

are

recognized

change

estimate

subsequent

period.

Our

accrued

trade

and

coupon

promotion

liabilities

were

$420 million

as of

May 29,

2022, and

$508 million

as of

May 30,

2021. Because

these amounts

are significant,

if our

estimates are

inaccurate we would have to make adjustments in subsequent periods that could have

a significant effect on our results of operations.

Valuation

of Long-Lived Assets

estimate

the useful

lives

of long

-lived

assets and

make

estimates concerning

undiscounted

cash flows

to review

for impairment

whenever

events or

changes in

circumstances indicate

that the

carrying

amount of

an asset

(or asset

group)

may not

be recoverable.

Fair value is measured using discounted cash flows or independent appraisals,

as appropriate.

Intangible Assets

Goodwill

and

other

indefinite-lived

intangible

assets

are

not

subject

amortization

and

are

tested

for

impairment

annually

and

whenever

events or

changes in

circumstances

indicate

that impairment

may have

occurred. Our

estimates of

fair value

for

goodwill

impairment

testing

are determined

based on

discounted

cash

flow

model.

use

inputs from

our

long-range

planning

process to

determine

growth

rates

for

sales

and

profits.

also

make

estimates

discount

rates,

perpetuity

growth

assumptions,

market

comparables, and other factors.

We evaluate the

useful lives of our other intangible assets, mainly brands, to

determine if they are finite or indefinite-lived.

Reaching a

determination

useful

life

requires

significant

judgments

and

assumptions

regarding

the

future

effects

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

other

groups

assets.

Intangible

assets

that

are

deemed

have

finite

lives

are

amortized

on a

straight-line basis

over their

useful lives,

generally

ranging from

4 to

30 years.

Our estimate

of the

fair value

of our

brand

assets

based

discounted

cash

flow

model

using

inputs

which

include

projected

revenues

from

our

long-range

plan,

assumed royalty rates that could be payable if we did not own the brands, and a discount

rate.

As of

May

29,

2022,

had

$21 billion

goodwill

and

indefinite-lived

intangible

assets. While

currently

believe

that

the

fair

value of

each intangible

exceeds its carrying

value and

that those intangibles

will contribute indefinitely

to our cash

flows, materially

different

assumptions

regarding

future performance

of our

businesses

a different

weighted-average

cost

of capital

could

result

material impairment losses

and amortization expense.

performed our fiscal

2022

assessment of our

intangible assets as of

the first

day

the

second

quarter

fiscal

2022,

and

determined

there

was

impairment

our

intangible

assets

their

fair

values were substantially in excess of the carrying values.

During the

third quarter of

fiscal 2022,

we changed our

organizational and

management structure

to streamline our

global operations.

result

these

changes,

reassessed

our

operating

segments

well

our

reporting

units.

Under

our

new

organizational

structure,

our

chief

operating

decision

maker

assesses

performance

and

makes

decisions

about

resources

allocated

our

segments at the

North America Retail, International,

Pet, and North America

Foodservice operating segment

level. Please see Note 17

to the Consolidated Financial Statements in Item 8 of this report for additional

information on our operating segments.

The organizational changes

also resulted in changes

in certain reporting units,

one level below the segment

level, and were considered

triggering

event

that

required

goodwill

impairment

test

during

the

third

quarter

fiscal

2022.

determined

there

was

impairment

the

goodwill

the

impacted

reporting

units

their

fair

values

were

substantially

excess

the

carrying

values.

Stock-based Compensation

The valuation of

stock options is a

significant accounting estimate

that requires us to

use judgments and

assumptions that are

likely to

have a material

impact on

our financial statements.

Annually,

we make predictive

assumptions regarding

future stock price

volatility,

employee exercise behavior,

dividend yield, and

the forfeiture rate. For

more information on

these assumptions, please

see Note 12

the Consolidated Financial Statements in Item 8 of this report.

The

estimated

fair

values

stock

options

granted

and

the

assumptions

used

for

the

Black-Scholes

option-pricing

model

were

follows:

Fiscal Year

2022

2021

2020

Estimated fair values of stock options granted

8.77

8.03

7.10

Assumptions:

Risk-free interest rate

1.5

0.7

2.0

Expected term

8.5

years

8.5

years

8.5

years

Expected volatility

20.2

19.5

17.4

Dividend yield

3.4

3.3

3.6

The risk-free interest rate

for periods during the

expected term of the options

is based on the U.S. Treasury

zero-coupon yield curve in

effect at the time of grant. An increase in the expected term by

1 year, leaving all other assumptions constant, would

decrease the grant

date

fair value

by less

than

1 percent.

If all

other

assumptions

are held

constant,

a one

percentage

point

increase

in our

fiscal

2022

volatility assumption would increase the grant date fair value of our fiscal 2022

option awards by 7 percent.

the extent

that actual

outcomes differ

from our

assumptions, we

are not

required to

true up

grant-date fair

value-based expense

final

intrinsic

values.

Historical

data

has

significant

bearing

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 an

operating cash flow.

The actual

impact on future years’

cash flows will depend,

in part, on the volume

of employee stock option

exercises during a particular

year and

the

relationship

between

the

exercise-date

market

value

the

underlying

stock

and

the

original

grant-date

fair

value

previously

determined for financial reporting purposes.

Realized windfall

tax benefits

and shortfall

tax deficiencies

related to the

exercise or

vesting of

stock-based awards

are recognized

the Consolidated Statement

of Earnings. Because

employee stock option

exercise behavior is not

within our control,

it is possible that

significantly different reported results could occur if different

assumptions or conditions were to prevail.

Income Taxes

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

judgment related

to the

expected ultimate

resolution of

uncertain tax

positions will

affect earnings

in the

period of

such change.

For

more information on income taxes, please see Note 15 to the Consolidated Financial

Statements in Item 8 of this report.

Defined Benefit Pension, Other Postretirement Benefit, and Postemployment

Benefit Plans

We have

defined benefit pension plans covering

many employees in the United States,

Canada, Switzerland, and the

United Kingdom.

We also

sponsor plans that provide

health care benefits to

many of our retirees

in the United States, Canada,

and Brazil. Under certain

circumstances,

also

provide

accruable

benefits,

primarily

severance,

former

and

inactive

employees

the

United

States,

Canada,

and

Mexico.

Please see

Note

the

Consolidated

Financial

Statements

Item

this

report

for

description

our

defined benefit pension, other postretirement benefit, and postemployment

benefit plans.

recognize

benefits

provided

during

retirement

following

employment

over

the

plan

participants’

active

working

lives.

Accordingly,

make

various

assumptions

predict

and

measure

costs

and

obligations

many

years

prior

the

settlement

our

obligations.

Assumptions

that

require

significant

management

judgment

and

have

a material

impact

the

measurement

our

net

periodic

benefit

expense

income

and

accumulated

benefit

obligations

include

the

long-term

rates

return

plan

assets,

the

interest rates used to discount the obligations for our benefit plans, and health

care cost trend rates.

Expected Rate of Return on Plan Assets

Our expected

rate of return

on plan assets

is determined

by our asset

allocation, our

historical long-term

investment performance,

our

estimate of future long-term returns

by asset class (using input from our

actuaries, investment services, and investment

managers), and

long-term inflation

assumptions. We

review this assumption

annually for

each plan; however,

our annual

investment performance

for

one particular year does not, by itself, significantly influence our evaluation.

Our

historical

investment

returns

(compound

annual

growth

rates)

for

our

United

States

defined

benefit

pension

and

other

postretirement

benefit

plan

assets were

an 8.4

percent

loss in

the 1

year

period ended

May 29,

2022 and

returns of

6.4 percent,

8.2

percent, 6.2 percent, and 8.0 percent for the 5, 10, 15, and 20 year periods

ended May 29, 2022.

On a weighted-average basis, the

expected rate of return for all

defined benefit plans was 5.85

percent for fiscal 2022, 5.72

percent for

fiscal 2021, and 6.95 percent for fiscal 2020.

For fiscal 2023, we increased our weighted-average

expected rate of return on plan assets

for our principal

defined benefit pension

and other postretirement

plans in the

United States to

6.75 percent due

to higher prospective

long-term asset returns primarily on fixed income investments.

Lowering

the

expected

long-term

rate

return

assets

100

basis

points

would

increase

our

net

pension

and

postretirement

expense by $66 million for

fiscal 2023. 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

the

market-related

value

assets.

Our

outside

actuaries

perform

these

calculations

part

our

determination of annual expense or income.

Discount Rates

estimate

the

service

and

interest

cost

components

the

net

periodic

benefit

expense

for

our

United

States

and

most

our

international

defined

benefit

pension,

other

postretirement

benefit,

and

postemployment

benefit

plans

utilizing

full

yield

curve

approach

by applying

the specific

spot rates

along

the yield

curve used

to determine

the benefit

obligation

to the

relevant projected

cash flows. Our

discount rate assumptions

are determined annually

as of May 31

for our defined

benefit pension, other

postretirement

benefit,

and

postemployment

benefit

plan

obligations.

work

with

our

outside

actuaries

determine

the

timing

and

amount

expected future cash outflows to plan

participants and, using the Aa Above Median

corporate bond yield, to develop a forward

interest

rate curve, including

a margin to

that index based

on our credit

risk. This forward

interest rate curve

is applied to

our expected

future

cash outflows to determine our discount rate assumptions.

Our weighted-average discount rates were as follows:

Defined Benefit

Pension Plans

Other

Postretirement

Benefit Plans

Postemployment

Benefit Plans

Effective rate for fiscal 2023 service costs

4.53

4.41

3.67

Effective rate for fiscal 2023 interest costs

4.01

3.80

3.34

Obligations as of May 31, 2022

4.39

4.36

3.62

Effective rate for fiscal 2022 service costs

3.53

3.34

2.46

Effective rate for fiscal 2022 interest costs

2.42

2.08

1.48

Obligations as of May 31, 2021

3.17

3.03

2.04

Effective rate for fiscal 2021 service costs

3.59

3.44

2.54

Effective rate for fiscal 2021 interest costs

2.54

2.32

1.41

Lowering

the

discount

rates

100

basis

points

would

increase

our

net

defined

benefit

pension,

other

postretirement

benefit,

and

postemployment benefit plan expense

for fiscal 2023 by approximately

$49 million. All obligation-related

experience gains and losses

are amortized

using

a straight-line

method over

the average

remaining

service period

of active

plan participants

or over

the average

remaining lifetime of the remaining plan participants if the plan is viewed as “all or

almost all” inactive participants.

Health Care Cost Trend

Rates

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 6.0

percent for

retirees age

65 and

over and

5.9 percent

for retirees

under age

65 at

the end

of fiscal

2022. Rates

are graded

down

annually until

the ultimate

trend rate

of 4.5

percent is

reached in

2031 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,

approximate

the

current

economic

view

the

rate

long-term

inflation

plus

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.

Any

arising

health

care

claims cost-related

experience

gain

loss is

recognized

in the

calculation

of expected

future claims.

Once

recognized, experience gains and

losses are amortized using a straight-line

method over the average remaining

service period of active

plan participants

or over

the average

remaining lifetime

of the

remaining plan

participants if

the plan

is viewed

as “all

or almost

all”

inactive participants.

Financial Statement Impact

fiscal

2022,

recorded

net

defined

benefit

pension,

other

postretirement

benefit,

and

postemployment

benefit

plan

income

$26 million compared

to $4 million

of expense

in fiscal

2021 and

$2 million of

income in

fiscal 2020.

As of

May 29,

2022, we

had

cumulative unrecognized

actuarial net losses of

$2 billion on our

defined benefit pension plans

and cumulative unrecognized

actuarial

net

gains

$207 million

our

postretirement

and

postemployment

benefit

plans,

mainly

the

result

liability

increases

from

lower

interest

rates,

partially

offset

increases

the

values

plan

assets

prior

fiscal

years.

These

unrecognized

actuarial

net

losses will

result in

increases

in our

future pension

and postretirement

benefit

expenses

because

they

currently

exceed the

corridors

defined by GAAP.

Actual

future

net

defined

benefit

pension,

other

postretirement

benefit,

and

postemployment

benefit

plan

income

expense

will

depend on

investment performance,

changes in

future discount

rates, changes

in health care

cost trend

rates, and

other factors

to the populations participating in these plans.

RECENTLY

ISSUED ACCOUNTING PRONOUNCEMENTS

In March 2020, the Financial

Accounting Standards Board (FASB)

issued optional accounting guidance

for a limited period of time

ease

the

potential

burden

accounting

for

reference

rate reform.

The new

standard

provides

expedients

and

exceptions to

existing

accounting

requirements

for

contract

modifications

and

hedge accounting

transitioning

from discontinued

reference

rates,

such as

LIBOR,

to alternative

reference

rates, if

certain

criteria are

met. The

new accounting

requirements

can be

applied as

of the

beginning of

the interim

period including

March 12, 2020,

or any

date thereafter,

through December 31,

2022. We

are in

the process

of reviewing our contracts

and arrangements that

will be affected by

a discontinued reference rate

and are analyzing the

impact of this

guidance on our results of operations and financial position.

NON-GAAP MEASURES

have

included

this

report

measures

financial

performance

that

are not

defined

GAAP.

believe

that

these

measures

provide useful information to investors and include these measures in other

communications to investors.

For each

of these

non-GAAP financial

measures, we

are providing

below a

reconciliation of

the differences

between the

non-GAAP

measure and the most

directly comparable GAAP measure,

an explanation of why

we believe the non-GAAP

measure provides useful

information to

investors, and

any additional

material purposes

for which

our management

or Board

of Directors

uses the

non-GAAP

measure. These non-GAAP measures should be viewed in addition to, and not

in lieu of, the comparable GAAP measure.

Significant Items Impacting Comparability

Several

measures

below

are

presented

adjusted

basis.

The

adjustments

are

either

items

resulting

from

infrequently

occurring

events or items that, in management’s

judgment, significantly affect the year-to-year

assessment of operating results.

The following are descriptions of significant items impacting comparability

of our results.

Divestitures (gain) loss

Divestitures gain

related to

the sale

of our

interests in

Yoplait

SAS, Yoplait

Marques SNC,

and Liberté

Marques Sàrl

and the

sale of

our European dough businesses

in fiscal 2022. Divestiture

loss related to the sale

of our Laticínios Carolina business

in Brazil in fiscal

2021.

Please see Note 3 to the Consolidated Financial Statements in Item 8 of this report.

Transaction costs

Fiscal 2022

transaction costs

relate primarily

to the sale

of our

interests in

Yoplait

SAS, Yoplait

Marques SNC,

and Liberté

Marques

Sàrl,

the

sale

our

European

dough

businesses,

the

definitive

agreements

sell

our

Helper

main

meals

and

Suddenly

Salad

side

dishes business, and

the definitive agreement

to acquire TNT Crust.

Fiscal 2021 transaction

costs related to

the sale of our

interests in

Yoplait

SAS,

Yoplait

Marques

SNC,

and

Liberté

Marques

Sàrl

and

the

acquisition

Tyson

Foods’

pet

treats

business. Please

see

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

Non-income tax recovery

Recovery related to a Brazil indirect tax item recorded in fiscal 2022 and fiscal 2021

Acquisition integration costs

Integration

costs resulting

from the

acquisition of

Tyson

Foods’ pet

treats business.

Please see

Note 3

to the

Consolidated Financial

Statements in Item 8 of this report.

Investment activity, net

Valuation

adjustments and the gain on sale of certain corporate investments in fiscal 2022 and fiscal 2021.

Mark-to-market effects

Net

mark-to-market

valuation

certain

commodity

positions

recognized

unallocated

corporate

items.

Please

see

Note

the

Consolidated Financial Statements in Item 8 of this report.

Restructuring (recoveries) charges

Restructuring

charges

for

International

supply

chain

optimization

actions

and

net

restructuring

recoveries

for

previously

announced

restructuring

actions

fiscal

2022.

Restructuring

charges

for

previously

announced

restructuring

actions

fiscal

2021.

Please

see

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

Product recall

Net product recall adjustment recorded in fiscal 2021 related to our international

Green Giant business.

Tax items

Discrete

tax

benefit

recognized

fiscal

2022

release

valuation

allowance

associated

with

our

capital

loss

carryforwards expected

to be used

against future divestiture

gains. Discrete

tax item related

to amendments to

reorganize certain

U.S.

retiree health and welfare benefits plans in fiscal 2021.

CPW restructuring charges

CPW restructuring charges related to previously announced restructuring

actions.

Organic Net Sales Growth Rates

provide organic

net sales

growth rates

for our

consolidated net

sales and

segment net

sales. This

measure is

used in

reporting to

our

Board

Directors

and

executive

management

and

component

the

measurement

our

performance

for

incentive

compensation purposes.

believe that

organic net

sales growth

rates provide

useful information

to investors

because they

provide

transparency

to underlying

performance

in our

net sales

by excluding

the effect

that foreign

currency

exchange rate

fluctuations,

well

acquisitions,

divestitures,

and

week,

when

applicable,

have

year-to-year

comparability.

reconciliation

these

measures to reported

net sales growth

rates, the relevant

GAAP measures, are

included in our

Consolidated Results of

Operations and

Results of Segment Operations discussions in the MD&A above.

Adjusted Operating Profit Growth on a Constant-currency Basis

This measure is used in reporting

to our Board of Directors and

executive management and as a

component of the measurement of

our

performance for

incentive compensation purposes.

believe that

this measure provides

useful information

to investors because

it is

the

operating

profit

measure

use

evaluate

operating

profit

performance

comparable

year-to-year

basis.

Additionally,

the

measure

evaluated

constant-currency

basis

excluding

the

effect

that

foreign

currency

exchange

rate

fluctuations

have

year-to-year comparability given the volatility in foreign

currency exchange rates.

Our adjusted operating profit growth on a constant-currency basis is calculated

as follows:

Fiscal Year

2022

2021

Change

Operating profit as reported

3,475.8

3,144.8

Divestitures (gain) loss

(194.1)

53.5

Mark-to-market effects

(133.1)

(138.8)

Transaction costs

72.8

9.5

Restructuring (recoveries) charges

(23.2)

172.7

Acquisition integration costs

22.4

Non-income tax recovery

(22.0)

(8.8)

Investment activity, net

14.7

(76.4)

Product recall adjustment, net

(3.5)

Adjusted operating profit

3,213.3

3,153.2

Foreign currency exchange impact

Flat

Adjusted operating profit growth, on a constant-currency basis

Note: Table may not foot due to rounding.

For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.

Adjusted Diluted EPS and Related Constant-currency Growth Rate

This measure

is used in

reporting to

our Board of

Directors and executive

management. We

believe that

this measure provides

useful

information to

investors because it

is the profitabil

ity measure we

use to evaluate

earnings performance on

a comparable year-to-year

basis.

The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted

EPS and the related constant-currency growth rate follows:

Fiscal Year

Per Share Data

2022

2021

2022 vs.

2021 Change

Diluted earnings per share, as reported

4.42

3.78

Divestitures (gain) loss

(0.31)

0.04

Mark-to-market effects

(0.17)

Transaction costs

0.09

0.01

Restructuring (recoveries) charges

(0.03)

0.22

Acquisition integration costs

0.03

Non-income tax recovery

(0.02)

(0.01)

Investment activity, net

0.01

(0.10)

Tax items

(0.08)

0.02

Adjusted diluted earnings per share

3.94

3.79

Foreign currency exchange impact

Flat

Adjusted diluted earnings per share growth, on a constant-currency basis

Note: Table may not foot due to rounding.

For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.

See our reconciliation

below of the effective

income tax rate as

reported to the adjusted

effective income tax

rate for the tax

impact of

each item affecting comparability.

Free Cash Flow Conversion Rate

believe

this

measure

provides

useful

information

investors

because

important

for

assessing

our

efficiency

converting

earnings

cash

and

returning

cash

shareholders.

The

calculation

free

cash

flow

conversion

rate

and

net

cash

provided

operating activities conversion rate, its equivalent GAAP measure, follows:

In Millions

Fiscal 2022

Net earnings, including earnings attributable to redeemable and noncontrolling

interests, as reported

2,735.0

Divestitures gain, net of tax

(189.0)

Mark-to-market effects, net of tax

(102.5)

Transaction costs, net of tax

56.4

Restructuring (recoveries) charges, net of tax

(16.7)

Acquisition integration costs, net of tax

17.2

Non-income tax recovery,

net of tax

(14.5)

Investment activity, net,

net of tax

6.2

CPW restructuring charges, net of tax

(0.9)

Tax item

(50.7)

Adjusted net earnings, including earnings attributable to redeemable and

noncontrolling interests

2,440.5

Net cash provided by operating activities

3,316.1

Purchases of land, buildings, and equipment

(568.7)

Free cash flow

2,747.4

Net cash provided by operating activities conversion rate

121%

Free cash flow conversion rate

113%

Note: Table may not foot due rounding.

For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.

See our reconciliation

below of the effective

income tax rate as

reported to the

adjusted effective income

tax rate for the

tax impact of

each item affecting comparability.

Net Debt-to-Adjusted Earnings before Net Interest, Income Taxes,

Depreciation and Amortization (EBITDA) Ratio

believe that

this measure

provides useful

information to

investors because

it is an

indicator of

our ability

to incur

additional debt

and to service our existing debt.

The reconciliation of

adjusted EBITDA to

net earnings, including

earnings attributable

to redeemable

and noncontrolling interests,

its

GAAP equivalent, as well as the calculation of the net debt-to-adjusted EBITDA

ratio are as follows:

Fiscal Year

In Millions

2022

2021

Total debt (a)

11,620.4

12,612.0

Cash

569.4

1,505.2

Net debt

11,051.0

11,106.8

Net earnings, including earnings attributable to

redeemable and noncontrolling interests, as reported

2,735.0

2,346.0

Income taxes

586.3

629.1

Interest, net

379.6

420.3

Depreciation and amortization

570.3

601.3

EBITDA

4,271.2

3,996.8

After-tax earnings from joint ventures

(111.7)

(117.7)

Divestitures (gain) loss

(194.1)

53.5

Mark-to-market effects

(133.1)

(138.8)

Transaction costs

72.8

9.5

Restructuring (recoveries) charges

(23.2)

172.7

Acquisition integration costs

22.4

Non-income tax recovery

(22.0)

(8.8)

Investment activity, net

14.7

(76.4)

Product recall adjustment, net

(3.5)

Adjusted EBITDA

3,897.0

3,887.4

Net debt-to-adjusted EBITDA ratio

2.8

2.9

Note: Table may not foot due to rounding.

(a)

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

For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.

Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating Profit

Margin)

We believe

this measure provides useful information

to investors because it is important

for assessing our operating profit margin

on a

comparable year-to-year basis.

Our adjusted operating profit margins are calculated as follows:

Fiscal Year

Percent of Net Sales

2022

2021

Operating profit as reported

3,475.8

18.3

3,144.8

17.3

Divestitures (gain) loss

(194.1)

(1.0)

53.5

0.3

Mark-to-market effects

(133.1)

(0.7)

(138.8)

(0.8)

Transaction costs

72.8

0.4

9.5

0.1

Restructuring (recoveries) charges

(23.2)

(0.1)

172.7

1.0

Acquisition integration costs

22.4

0.1

Non-income tax recovery

(22.0)

(0.1)

(8.8)

Investment activity, net

14.7

0.1

(76.4)

(0.4)

Product recall adjustment, net

(3.5)

Adjusted operating profit

3,213.3

16.9

3,153.2

17.4

Note: Table may not foot due to rounding.

For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.

Adjusted Effective Income Tax

Rates

believe

this

measure

provides

useful

information

investors

because

presents

the

adjusted

effective

income

tax

rate

comparable year-to-year basis.

Adjusted effective income tax rates are calculated as follows:

Fiscal Year

Ended

2022

2021

In Millions

(Except Per Share Data)

Pretax

Earnings (a)

Income

Taxes

Pretax

Earnings (a)

Income

Taxes

As reported

$3,209.6

$586.3

$2,857.4

$629.1

Divestitures (gain) loss

(194.1)

(5.1)

53.5

0.4

Mark-to-market effects

(133.1)

(30.6)

(138.8)

(31.9)

Transaction costs

72.8

16.4

9.5

2.3

Restructuring (recoveries) charges

(23.2)

(6.4)

172.7

35.5

Acquisition integration costs

22.4

5.1

Non-income tax recovery

(22.0)

(7.5)

(8.8)

(3.0)

Investment activity, net

14.7

8.5

(76.4)

(15.6)

Tax items

50.7

(11.2)

Product recall adjustment, net

(3.5)

(0.4)

As adjusted

$2,947.1

$617.4

$2,865.7

$605.2

Effective tax rate:

As reported

18.3%

22.0%

As adjusted

20.9%

21.1%

Sum of adjustments to income taxes

$31.1

($24.0)

Average number

of common shares - diluted EPS

612.6

619.1

Impact of income tax adjustments on adjusted diluted EPS

$(0.05)

$0.04

Note: Table may not foot due to rounding.

For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.

Constant-currency After-Tax

Earnings from Joint Ventures

Growth Rate

believe that

this measure

provides useful

information to

investors because

it provides

transparency to

underlying performance

our joint

ventures by

excluding the

effect

that foreign

currency exchange

rate fluctuations

have on

year-to-year

comparability given

volatility in foreign currency exchange markets.

After-tax earnings from joint ventures growth rate on

a constant-currency basis are calculated as follows:

Fiscal 2022

Percentage change in after-tax earnings from joint ventures as reported

(5)

Impact of foreign currency exchange

(3)

pts

Percentage change in after-tax earnings from joint ventures on

a constant-currency basis

(3)

Note: Table may not foot due to rounding.

Net Sales Growth Rate for Canada Operating Unit on a Constant-currency

Basis

believe

this

measure

our

Canada

operating

unit

net

sales

provides

useful

information

investors

because

provides

transparency to

the underlying

performance for

the Canada operating

unit within our

North America Retail

segment by

excluding the

effect

that

foreign

currency

exchange

rate

fluctuations

have

year-to-year

comparability

given

volatility

foreign

currency

exchange markets.

Net sales growth rate for our Canada operating unit on a constant-currency

basis is calculated as follows:

Fiscal 2022

Percentage change in net sales as reported

Impact of foreign currency exchange

pts

Percentage change in net sales on a constant-currency basis

Note: Table may not foot due to rounding.

Constant-currency Segment Operating Profit Growth Rates

believe that

this measure

provides useful

information to

investors because

it provides

transparency to

underlying performance

our

segments

excluding

the

effect

that

foreign

currency

exchange

rate

fluctuations

have

year-to-year

comparability

given

volatility in foreign currency exchange markets.

Our segments’ operating profit growth rates on a constant-currency

basis are calculated as follows:

Fiscal 2022

Percentage Change

in Operating Profit

as Reported

Impact of Foreign

Currency Exchange

Percentage Change

in Operating Profit

on Constant-

Currency Basis

North America Retail

(1)

Flat

(1)

International

(2)

pts

(4)

Pet

Flat

North America Foodservice

Flat

Note: Table may not foot due to rounding.

Forward-Looking Financial Measures

Our fiscal 2023

outlook for organic

net sales growth,

constant-currency adjusted

operating profit,

adjusted diluted

EPS, and free

cash

flow are

non-GAAP financial

measures

that exclude,

or have

otherwise

been adjusted

for,

items impacting

comparability,

including

the

effect

of foreign

currency exchange

rate

fluctuations,

restructuring

charges

and project-related

costs,

acquisition

transaction

and

integration

costs,

acquisitions,

divestitures,

and

mark-to-market

effects.

are

not

able

reconcile

these

forward-looking

non-

GAAP financial

measures to

their most

directly comparable

forward-looking

GAAP financial

measures without

unreasonable efforts

because we are unable to

predict with a reasonable degree

of certainty the actual impact

of changes in foreign currency

exchange rates

and

commodity

prices

the

timing

impact

acquisitions,

divestitures,

and

restructuring

actions

throughout

fiscal

2023.

The

unavailable information could have a significant impact on our fiscal 2023 GAAP financial

results.

For

fiscal

2023,

currently expect:

foreign

currency

exchange

rates

(based

a blend

forward

and

forecasted

rates and

hedge

positions)

and

acquisitions

and

divestitures

completed

prior

fiscal

2023

and

those

closed

expected

fiscal

2023

reduce net

sales growth by

approximately 3

percent; foreign

currency exchange

rates to reduce

adjusted operating

profit and adjusted

diluted

EPS growth

approximately

percent;

and

restructuring

charges

and

project-related

costs and

transaction

and

acquisition

integration costs related to actions previously announced to total approximately

$15 million to $25 million.

ITEM 7A - QUANTITATIVE

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

are

exposed

market

risk

stemming

from

changes

interest

and

foreign

exchange

rates

and

commodity

and

equity

prices.

Changes

these

factors

could

cause

fluctuations

our

earnings

and

cash

flows.

the

normal

course

business,

actively

manage

our

exposure

these market

risks

by entering

into various

hedging

transactions,

authorized

under

established

policies

that

place controls

on these

activities. The

counterparties

in these

transactions are

generally

highly rated

institutions. We

establish

credit

limits for

each counterparty.

Our hedging

transactions include

but are

not limited

to a variety

of derivative

financial instruments.

For

information

interest

rate,

foreign

exchange,

commodity

price,

and

equity

instrument

risk,

please

see

Note

the

Consolidated

Financial Statements in Item 8 of this report.

VALUE

AT RISK

The

estimates

the

table below

are

intended

to measure

the

maximum

potential

fair value

could

lose

in one

day

from

adverse

changes

market

interest

rates,

foreign

exchange

rates,

commodity

prices,

and

equity

prices

under

normal

market

conditions.

Monte Carlo

value-at-risk (VAR)

methodology was

used to

quantify the

market risk

for our

exposures. The

models assumed

normal

market conditions and used a 95 percent confidence level.

The

VAR

calculation

used

historical

interest

and

foreign

exchange

rates,

and

commodity

and

equity

prices

from

the

past

year

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

represent

actual

losses

fair

value

that

expect

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

generally

offset

increase

decrease

the

fair

value

the

underlying

exposure.

The

positions

included

in the

calculations were:

debt; investments;

interest rate

swaps; foreign

exchange forwards;

commodity swaps,

futures, and

options; and

equity instruments.

The calculations

do not

include the

underlying foreign

exchange

and commodities

or equity-related

positions that are offset by these market-risk-sensitive instruments.

The table below

presents the estimated maximum

potential VAR

arising from a

one-day loss in

fair value for

our interest rate, foreign

currency, commodity,

and equity market-risk-sensitive instruments outstanding as of May 29,

2022.

In Millions

May 29, 2022

Average During

Fiscal 2022

May 30, 2021

Analysis of Change

Interest rate instruments

40.9

41.4

37.4

Higher Market Volatility

Foreign currency instruments

20.3

17.7

25.6

Exchange Rate Volatility

Commodity instruments

12.9

10.2

4.2

Higher Market Volatility

Equity instruments

2.5

2.3

2.8

Higher Market Volatility

CAUTIONARY STATEMENT

RELEVANT

TO FORWARD

-LOOKING INFORMATION

FOR THE PURPOSE OF “SAFE

HARBOR” PROVISIONS OF THE PRIVATE

SECURITIES LITIGATION

REFORM ACT OF 1995

This report

contains or

incorporates by

reference

forward-looking

statements within

the meaning

of the

Private Securities

Litigation

Reform Act

of 1995

that are

based on

our current

expectations and

assumptions. We

also may

make written

or oral

forward-looking

statements, including statements contained in our filings with the

SEC and in our reports to shareholders.

The words or

phrases “will likely

result,” “are expected

to,” “will continue,”

“is anticipated,” “estimate,”

“plan,” “project,” or

similar

expressions identify

“forward-looking statements”

within the

meaning of

the Private

Securities Litigation

Reform Act

of 1995.

Such

statements are

subject to

certain risks

and uncertainties

that could

cause actual

results to

differ

materially from

historical results

and

those currently anticipated or projected. We

wish to caution you not to place undue reliance on any such forward-looking statements.

In connection

with the “safe

harbor” provisions

of the Private

Securities Litigation

Reform Act of

1995, we are

identifying important

factors

that could

affect

our financial

performance

and could

cause our

actual results

in future

periods

to differ

materially from

any

current opinions or statements.

Our future results could

be affected by a

variety of factors, such

as: the impact of the

COVID-19 pandemic on

our business, suppliers,

consumers,

customers,

and

employees;

disruptions

inefficiencies

the

supply

chain,

including

any

impact

the

COVID-19

pandemic;

competitive

dynamics

the

consumer

foods

industry

and

the

markets

for

our

products,

including

new

product

introductions,

advertising

activities,

pricing

actions,

and

promotional

activities

our

competitors;

economic

conditions,

including

changes

inflation

rates,

interest

rates,

tax

rates,

the

availability

capital;

product

development

and

innovation;

consumer

acceptance

new

products

and

product

improvements;

consumer

reaction

pricing

actions

and

changes

promotion

levels;

acquisitions

dispositions

businesses

assets;

changes

capital

structure;

changes

the

legal

and

regulatory

environment,

including

tax

legislation,

labeling

and

advertising

regulations,

and

litigation;

impairments

the

carrying

value

goodwill,

other

intangible assets,

or other

long-lived assets,

or changes

in the

useful lives

of other

intangible assets;

changes in

accounting standards

and the impact of significant accounting

estimates; product quality and safety issues, including

recalls and product liability; changes in

consumer

demand

for

our

products;

effectiveness

advertising,

marketing,

and

promotional

programs;

changes

consumer

behavior,

trends,

and

preferences,

including

weight

loss

trends;

consumer

perception

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

supply

chain

resources,

including

raw

materials,

packaging,

energy,

and

transportation;

effectiveness

restructuring

and

cost

saving

initiatives;

volatility

the

market

value

derivatives

used

manage

price

risk

for

certain

commodities; benefit plan

expenses due to

changes in plan

asset values and discount

rates used to

determine plan liabilities;

failure or

breach of

our information

technology systems;

foreign economic

conditions, including

currency rate

fluctuations; and

political unrest

in foreign markets and economic uncertainty due to terrorism or war.

You

should also consider the risk factors that we identify in Item 1A of this report, which could also

affect our future results.

We underta

ke no obligation to publicly revise

any forward-looking statements to reflect events

or circumstances after the date of

those

statements or to reflect the occurrence of anticipated or unanticipated events.

ITEM 8 - Financial Statements and Supplementary Data

REPORT OF MANAGEMENT RESPONSIBILITIES

The

management

General

Mills,

Inc.

responsible

for

the

fairness

and

accuracy

the

consolidated

financial

statements.

The

statements

have

been

prepared

accordance

with

accounting

principles

that

are

generally

accepted

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

all

material

respects,

accordance

with

management’s

authorization.

maintain

strong

audit program

that independently

evaluates

the adequacy

and effectiveness

of internal

controls. Our

internal controls

provide

for

appropriate

separation

duties

and

responsibilities,

and

there

are

documented

policies

regarding

use

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

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 2023.

/s/ J. L. Harmening

/s/ K. A. Bruce

J. L. Harmening

K. A. Bruce

Chief Executive Officer

Chief Financial Officer

June 29, 2022

Report of Independent Registered Public Accounting Firm

To the Stockholders

and Board of Directors

General Mills, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control

Over Financial Reporting

have

audited

the

accompanying

consolidated

balance

sheets

General

Mills,

Inc. and

subsidiaries

(the

Company)

May 29, 2022 and May

30, 2021, the related

consolidated statements of

earnings, comprehensive income,

total equity and redeemable

interest,

and

cash

flows

for

each

the

years

the

three-year

period

ended

May 29, 2022,

and

the

notes

and

financial

statement schedule

II (collectively,

the consolidated

financial statements).

also have

audited the

Company’s

internal control

over

financial reporting as

of May 29, 2022, based

on criteria established

Internal Control

– Integrated Framework

(2013)

issued by the

Committee of Sponsoring Organizations of the Treadway

Commission.

In our

opinion, the

consolidated financial

statements referred

to above

present fairly,

in all material

respects, the

financial position

the Company

as of

May 29, 2022 and

May 30,

2021, and

the results

of its

operations

and its

cash flows

for each

of the

years in

the

three-year

period

ended

May 29, 2022,

conformity

with

U.S.

generally

accepted

accounting

principles.

Also

our

opinion,

the

Company maintained,

in all

material respects,

effective internal

control over

financial reporting

as of

May 29, 2022 based

on criteria

established

Internal

Control

–

Integrated

Framework

(2013)

issued

the

Committee

Sponsoring

Organizations

the

Treadway Commission.

Basis for Opinions

The Company’s

management is responsible

for these consolidated

financial statements, for

maintaining effective

internal control over

financial

reporting,

and

for

its

assessment

the

effectiveness

internal

control

over

financial

reporting,

included

the

accompanying Management's

Report on

Internal Control

over Financial

Reporting. Our

responsibility is

to express

an opinion

on the

Company’s

consolidated financial

statements and an

opinion on

the Company’s

internal control

over financial reporting

based on

our

audits. We

are a

public accounting

firm registered

with the

Public Company

Accounting Oversight

Board (United

States) (PCAOB)

and are required to

be independent with

respect to the Company

in accordance with the

U.S. federal securities laws

and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted

our audits in accordance with the

standards of the PCAOB. Those standards require

that we plan and perform the audits

to obtain

reasonable assurance

about whether

the consolidated

financial statements

are free

of material

misstatement, whether

due to

error or fraud, and whether effective internal control over financial

reporting was maintained in all material respects.

Our audits of

the consolidated financial

statements included performing

procedures to assess

the risks of

material misstatement

of the

consolidated

financial

statements,

whether

due

error

fraud,

and

performing

procedures

that

respond

those

risks.

Such

procedures

included

examining,

test

basis,

evidence

regarding

the

amounts

and

disclosures

the

consolidated

financial

statements. Our audits also included

evaluating the accounting principles

used and significant estimates made

by management, as well

as evaluating

the overall

presentation

of the

consolidated

financial

statements.

Our

audit of

internal

control over

financial reporting

included obtaining an understanding

of internal control over financial

reporting, assessing the risk that

a material weakness exists,

and

testing and

evaluating the

design and

operating effectiveness

of internal

control based

on the

assessed risk.

Our audits

also included

performing

such other

procedures as

we considered

necessary in

the circumstances.

believe that

our audits

provide a

reasonable

basis for our opinions.

Definition and Limitations of Internal Control

Over Financial Reporting

A company’s

internal control over financial reporting is a

process designed to provide reasonable assurance

regarding the reliability of

financial reporting and

the preparation of

financial statements for

external purposes in

accordance with generally

accepted accounting

principles.

company’s

internal

control

over

financial

reporting

includes

those

policies

and

procedures

that

(1)

pertain

the

maintenance

records

that,

reasonable

detail,

accurately

and

fairly

reflect

the

transactions

and

dispositions

the

assets

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

accordance

with

authorizations

management

and

directors

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

conditions, or that the degree of compliance with the policies or procedures

may deteriorate.

Critical Audit Matter

The critical audit matter

communicated below is a

matter arising from the

current period audit of the

consolidated financial statements

that was communicated

or required to

be communicated to

the audit committee

and that: (1) relates

to accounts or

disclosures that are

material to

the consolidated

financial statements

and (2)

involved our

especially challenging,

subjective, or

complex judgments.

The

communication

critical

audit matter

does

not

alter

in any

way

our

opinion

on the

consolidated

financial

statements, taken

as a

whole, and

we are

not, by

communicating the

critical audit

matter below,

providing a

separate opinion

on the

critical audit

matter or

on the accounts or disclosures to which it relates.

Valuation

of goodwill and brand intangible assets

As discussed in Note 6 to the consolidated financial statements, the goodwill

and brands and other indefinite-lived intangibles

balances

May

29,

2022

were

$14,378.5

million

and

$6,725.8

million,

respectively.

The

impairment

tests

for

these

assets, which

are performed

annually and

whenever

events or

changes in

circumstances

indicate that

impairment may

have

occurred, require

the Company

to estimate

the fair

value of

the reporting

units to

which goodwill

is assigned

as well

as the

brands and

other indefinite-lived

intangible assets.

The fair

value estimates

are derived

from discounted

cash flow

analyses

that

require

the

Company

to make

judgments

about

highly subjective

matters,

including

future

operating

results,

including

revenue growth rates and operating margins, and

an estimate of the discount rates and royalty rates.

identified the

assessment of the

valuation of certain

goodwill and

brand intangible assets

as a critical

audit matter.

There

was

significant

degree

judgment

required

evaluating

audit

evidence,

which

consists

primarily

forward-looking

assumptions

about

future

operating

results,

specifically

the

revenue

growth

rates

and

operating

margins,

royalty

rates

and

subjective inputs used to estimate the discount rates.

The

following

are

the

primary

procedures

performed

to address

this critical

audit

matter.

evaluated

the

design

and

tested

the

operating

effectiveness

internal

controls

the valuation

of goodwill

and

brand

intangible

assets. This

included controls related

to the assumptions

about future operating

results and the discount

and royalty rates

used to measure

the

reporting

units

and

brands

intangible

fair

values.

performed

sensitivity

analyses

over

the

revenue

growth

rates,

operating

margins,

brand

royalty

rates

and

discount

rates

assess

the

impact

other

points

within

range

potential

assumptions.

evaluated

the

revenue

growth

rates

and

operating

margin

assumptions

comparing

them

recent

financial performance

and external

market and

industry data.

evaluated whether

these assumptions

were consistent

with

evidence obtained

in other areas

of the audit.

involved professionals with

specialized skills and

knowledge, who assisted

in the evaluation

of the Company’s

discount rates by

comparing them

against rate ranges

that were independently

developed

using publicly available market data

for comparable entities and the royalty

rates by evaluating the methods, assumptions

and

market data used to estimate the royalty rate.

/s/

KPMG

LLP

We have served

as the Company’s auditor since 1928.

Minneapolis, Minnesota

June 29, 2022

Consolidated Statements of Earnings

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except per Share Data)

Fiscal Year

2022

2021

2020

Net sales

18,992.8

18,127.0

17,626.6

Cost of sales

12,590.6

11,678.7

11,496.7

Selling, general, and administrative expenses

3,147.0

3,079.6

3,151.6

Divestitures (gain) loss

(194.1)

53.5

Restructuring, impairment, and other exit (recoveries) costs

(26.5)

170.4

24.4

Operating profit

3,475.8

3,144.8

2,953.9

Benefit plan non-service income

(113.4)

(132.9)

(112.8)

Interest, net

379.6

420.3

466.5

Earnings before income taxes and after-tax earnings

from joint ventures

3,209.6

2,857.4

2,600.2

Income taxes

586.3

629.1

480.5

After-tax earnings from joint ventures

111.7

117.7

91.1

Net earnings, including earnings attributable to redeemable and

noncontrolling interests

2,735.0

2,346.0

2,210.8

Net earnings attributable to redeemable and noncontrolling interests

27.7

6.2

29.6

Net earnings attributable to General Mills

2,707.3

2,339.8

2,181.2

Earnings per share — basic

4.46

3.81

3.59

Earnings per share — diluted

4.42

3.78

3.56

Dividends per share

2.04

2.02

1.96

See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions)

Fiscal Year

2022

2021

2020

Net earnings, including earnings attributable to redeemable and

noncontrolling interests

2,735.0

2,346.0

2,210.8

Other comprehensive income (loss), net of tax:

Foreign currency translation

(175.9)

175.1

(169.1)

Net actuarial income (loss)

101.6

353.4

(224.6)

Other fair value changes:

Hedge derivatives

7.0

(20.7)

3.2

Reclassification to earnings:

Foreign currency translation

342.2

Hedge derivatives

35.1

13.5

4.1

Amortization of losses and prior service costs

75.8

78.9

77.9

Other comprehensive income (loss), net of tax

385.8

600.2

(308.5)

Total comprehensive

income

3,120.8

2,946.2

1,902.3

Comprehensive (loss) income attributable to redeemable and

noncontrolling interests

(45.2)

121.2

10.1

Comprehensive income attributable to General Mills

3,166.0

2,825.0

1,892.2

See accompanying notes to consolidated financial statements.

Consolidated Balance Sheets

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except Par Value)

May 29, 2022

May 30, 2021

ASSETS

Current assets:

Cash and cash equivalents

569.4

1,505.2

Receivables

1,692.1

1,638.5

Inventories

1,867.3

1,820.5

Prepaid expenses and other current assets

802.1

790.3

Assets held for sale

158.9

Total current

assets

5,089.8

5,754.5

Land, buildings, and equipment

3,393.8

3,606.8

Goodwill

14,378.5

14,062.4

Other intangible assets

6,999.9

7,150.6

Other assets

1,228.1

1,267.6

Total assets

31,090.1

31,841.9

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

3,982.3

3,653.5

Current portion of long-term debt

1,674.2

2,463.8

Notes payable

811.4

361.3

Other current liabilities

1,552.0

1,787.2

Total current

liabilities

8,019.9

8,265.8

Long-term debt

9,134.8

9,786.9

Deferred income taxes

2,218.3

2,118.4

Other liabilities

929.1

1,292.7

Total liabilities

20,302.1

21,463.8

Redeemable interest

604.9

Stockholders' equity:

Common stock,

754.6

shares issued, $

0.10

par value

75.5

Additional paid-in capital

1,182.9

1,365.5

Retained earnings

18,532.6

17,069.8

Common stock in treasury,

at cost, shares of

155.7

and

146.9

(7,278.1)

(6,611.2)

Accumulated other comprehensive loss

(1,970.5)

(2,429.2)

Total stockholders' equity

10,542.4

9,470.4

Noncontrolling interests

245.6

302.8

Total equity

10,788.0

9,773.2

Total liabilities and equity

31,090.1

31,841.9

See accompanying notes to consolidated financial statements.

Consolidated Statements of Total

Equity and Redeemable Interest

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except per Share Data)

Fiscal Year

2022

2021

2020

Amount

Total equity,

beginning balance

9,773.2

8,349.5

7,367.7

Common stock,

billion shares authorized, $

0.10

par value

754.6

75.5

754.6

75.5

754.6

75.5

Additional paid-in capital:

Beginning balance

1,365.5

1,348.6

1,386.7

Stock compensation plans

17.9

6.2

(12.1)

Unearned compensation related to stock unit awards

(92.2)

(78.0)

(85.7)

Earned compensation

104.5

88.5

92.8

Decrease (increase) in redemption value of

redeemable interest

14.1

0.2

(33.1)

Reversal of cumulative redeemable interest value

adjustments

(207.4)

Acquisition of noncontrolling interest

(19.5)

Ending balance

1,182.9

1,365.5

1,348.6

Retained earnings:

Beginning balance

17,069.8

15,982.1

14,996.7

Net earnings attributable to General Mills

2,707.3

2,339.8

2,181.2

Cash dividends declared ($

2.04

, $

2.02

, and $

1.96

per share)

(1,244.5)

(1,246.4)

(1,195.8)

Adoption of current expected credit loss

accounting requirements

(5.7)

Ending balance

18,532.6

17,069.8

15,982.1

Common stock in treasury:

Beginning balance

(146.9)

(6,611.2)

(144.8)

(6,433.3)

(152.7)

(6,779.0)

Shares purchased

(13.5)

(876.8)

(5.0)

(301.4)

(0.1)

(3.4)

Stock compensation plans

4.7

209.9

2.9

123.5

8.0

349.1

Ending balance

(155.7)

(7,278.1)

(146.9)

(6,611.2)

(144.8)

(6,433.3)

Accumulated other comprehensive loss:

Beginning balance

(2,429.2)

(2,914.4)

(2,625.4)

Comprehensive income (loss)

458.7

485.2

(289.0)

Ending balance

(1,970.5)

(2,429.2)

(2,914.4)

Noncontrolling interests:

Beginning balance

302.8

291.0

313.2

Comprehensive (loss) income

(16.0)

38.0

10.3

Distributions to noncontrolling interest holders

(129.8)

(26.2)

(32.5)

Reclassification from redeemable interest

561.6

Reversal of cumulative redeemable interest value

adjustments

207.4

Divestiture

(680.4)

Ending balance

245.6

302.8

291.0

Total equity,

ending balance

10,788.0

9,773.2

8,349.5

Redeemable interest:

Beginning balance

604.9

544.6

551.7

Comprehensive (loss) income

(29.2)

83.2

(0.2)

(Decrease) increase in redemption value of

redeemable interest

(14.1)

(0.2)

33.1

Distributions to redeemable interest holder

(22.7)

(40.0)

Reclassification to noncontrolling interest

(561.6)

Ending balance

604.9

544.6

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions)

Fiscal Year

2022

2021

2020

Cash Flows - Operating Activities

Net earnings, including earnings attributable to redeemable and noncontrolling interests

2,735.0

2,346.0

2,210.8

Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization

570.3

601.3

594.7

After-tax earnings from joint ventures

(111.7)

(117.7)

(91.1)

Distributions of earnings from joint ventures

107.5

95.2

76.5

Stock-based compensation

98.7

89.9

94.9

Deferred income taxes

62.2

118.8

(29.6)

Pension and other postretirement benefit plan contributions

(31.3)

(33.4)

(31.1)

Pension and other postretirement benefit plan costs

(30.1)

(33.6)

(32.3)

Divestitures (gain) loss

(194.1)

53.5

Restructuring, impairment, and other exit (recoveries) costs

(117.1)

150.9

43.6

Changes in current assets and liabilities, excluding the effects of acquisition and divestitures

277.4

(155.9)

793.9

Other, net

(50.7)

(131.8)

45.9

Net cash provided by operating activities

3,316.1

2,983.2

3,676.2

Cash Flows - Investing Activities

Purchases of land, buildings, and equipment

(568.7)

(530.8)

(460.8)

Acquisition

(1,201.3)

Investments in affiliates, net

15.4

15.5

(48.0)

Proceeds from disposal of land, buildings, and equipment

3.3

2.7

1.7

Proceeds from divestitures, net of cash divested

74.1

2.9

Other, net

(13.5)

(3.1)

20.9

Net cash used by investing activities

(1,690.7)

(512.8)

(486.2)

Cash Flows - Financing Activities

Change in notes payable

551.4

71.7

(1,158.6)

Issuance of long-term debt

2,203.7

1,576.5

1,638.1

Payment of long-term debt

(3,140.9)

(2,609.0)

(1,396.7)

Debt exchange participation incentive cash payment

(201.4)

Proceeds from common stock issued on exercised options

161.7

74.3

263.4

Purchases of common stock for treasury

(876.8)

(301.4)

(3.4)

Dividends paid

(1,244.5)

(1,246.4)

(1,195.8)

Distributions to noncontrolling and redeemable interest holders

(129.8)

(48.9)

(72.5)

Other, net

(28.0)

(30.9)

(16.0)

Net cash used by financing activities

(2,503.2)

(2,715.5)

(1,941.5)

Effect of exchange rate changes on cash and cash equivalents

(58.0)

72.5

(20.7)

(Decrease) increase in cash and cash equivalents

(935.8)

(172.6)

1,227.8

Cash and cash equivalents - beginning of year

1,505.2

1,677.8

450.0

Cash and cash equivalents - end of year

569.4

1,505.2

1,677.8

Cash flow from changes in current assets and liabilities, excluding the effects of acquisition and

divestitures:

Receivables

(166.3)

27.9

37.9

Inventories

(85.8)

(354.7)

103.1

Prepaid expenses and other current assets

(35.3)

(42.7)

94.2

Accounts payable

456.7

343.1

392.5

Other current liabilities

108.1

(129.5)

166.2

Changes in current assets and liabilities

277.4

(155.9)

793.9

See accompanying notes to consolidated financial statements.

Notes to Consolidated Financial Statements

GENERAL MILLS, INC. AND SUBSIDIARIES

NOTE 1. BASIS OF PRESENTATION

AND RECLASSIFICATIONS

Basis of Presentation

Our Consolidated Financial

Statements include the

accounts of General

Mills, Inc. and all

subsidiaries in which

we have a controlling

financial

interest.

Intercompany

transactions

and

accounts,

including

any

noncontrolling

and

redeemable

interests’

those

transactions, are eliminated in consolidation.

Our fiscal year ends on

the last Sunday in May.

Fiscal years 2022 and 2021

consisted of

weeks, while fiscal year 2020

consisted of

weeks.

Certain

reclassifications

our

previously

reported

financial

information

have

been

made

conform

the

current

period

presentation.

Change in Reporting Period

As part of a long-term

plan to conform the fiscal

year ends of all our

operations, in fiscal 2020

we changed the reporting period

of our

Pet segment

from an

April fiscal year-end

to a

May fiscal year-end

to match

our fiscal

calendar.

Accordingly,

our fiscal

2020 results

include

months of Pet segment

results compared to

months in fiscal

2022 and 2021. The

impact of this change

was not material

our

consolidated

results

operations

and,

therefore,

did

not

restate

prior

period

financial

statements

for

comparability.

Our

India business is on an April fiscal year end.

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

the

United

States

other

than

grain

are

valued

the

lower

cost,

using

the

last-in,

first-out

(LIFO)

method,

market. Grain inventories are

valued at net realizable

value, and all related cash

contracts and derivatives are valued

at fair value, with

all net changes in value recorded in earnings currently.

Inventories

outside

of the

United

States are

generally

valued

the lower

cost, using

the

first-in,

first-out

(FIFO) method,

or net

realizable value.

Shipping

costs associated

with the

distribution of

finished product

to our

customers are

recorded as

cost of

sales and

are recognized

when the related finished product is shipped to and accepted by the customer.

Land, Buildings, Equipment, and Depreciation

Land is recorded at historical cost.

Buildings and equipment, including

capitalized interest and internal engineering

costs, are recorded

cost

and

depreciated

over

estimated

useful

lives,

primarily

using

the

straight-line

method.

Ordinary

maintenance

and

repairs

are

charged

cost

sales.

Buildings

are

usually

depreciated

over

years,

and

equipment,

furniture,

and

software

are

usually

depreciated over

years. Fully depreciated assets are retained

in buildings and equipment until disposal.

When an item is sold or

retired,

the

accounts

are

relieved

its

cost

and

accumulated

depreciation

and

the

resulting

gains

and

losses,

any,

are

recognized in earnings.

Long-lived assets

are reviewed

for impairment

whenever events

or changes

in circumstances

indicate that

the carrying

amount of

asset

(or

asset

group)

may

not

recoverable.

impairment

loss

would

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

the

carrying

amount of

the

asset group

over

its fair

value.

Fair

value

is measured

using

a discounted

cash

flow model

independent appraisals, as appropriate.

Goodwill and Other Intangible Assets

Goodwill

not

subject

amortization

and

tested

for

impairment

annually

and

whenever

events

changes

circumstances

indicate that impairment may have

occurred. We

perform our annual goodwill and

indefinite-lived intangible assets impairment

test as

of the

first day

of the

second quarter

of the

fiscal year.

Impairment testing

is performed

for each

of our

reporting units.

compare

the

carrying

value

reporting

unit,

including

goodwill,

the

fair

value

the

unit.

Carrying

value

based

the

assets

and

liabilities

associated

with

the

operations

that

reporting

unit,

which

often

requires

allocation

shared

corporate

items

among

reporting

units.

the

carrying

amount

reporting

unit

exceeds

its

fair

value,

impairment

has

occurred.

recognize

impairment charge

for the

amount by

which the carrying

amount of

the reporting

unit exceeds

its fair

value up

to the

total amount

goodwill allocated

to the

reporting unit.

Our estimates

of fair

value are

determined based

on a

discounted

cash flow

model. Growth

rates for sales and profits are determined using inputs from our long-range

planning process. We also make

estimates of discount rates,

perpetuity growth assumptions, market comparables, and other factors.

We evaluate the

useful lives of our other intangible assets, mainly brands,

to determine if they are finite or indefinite-lived.

Reaching a

determination

useful

life

requires

significant

judgments

and

assumptions

regarding

the

future

effects

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

other

groups

assets.

Intangible

assets

that

are

deemed

have

finite

lives

are

amortized on a straight-line basis, over their useful lives, generally ranging

from

years.

Our indefinite-lived

intangible assets,

mainly intangible

assets primarily

associated with

the

Blue Buffalo

Pillsbury

Totino’s

Old El

Paso

Progresso

Annie’s

Häagen-Dazs

, and

Yoki

brands, are also

tested for impairment

annually and whenever

events or changes

circumstances

indicate

that

their

carrying

value

may

not

recoverable.

Our

estimate

the

fair

value

the

brands

based

discounted

cash

flow

model

using

inputs

which

included

projected

revenues

from

our

long-range

plan,

assumed

royalty

rates

that

could be payable if we did not own the brands, and a discount rate.

Our

finite-lived

intangible

assets,

primarily

acquired

franchise agreements

and

customer

relationships,

are

reviewed

for

impairment

whenever

events or

changes

in circumstances

indicate

that the

carrying

amount of

an asset

may

not be

recoverable.

An impairment

loss would be

recognized when

estimated undiscounted

future cash flows

from the operation

and disposition of

the asset are

less than

the

carrying

amount

the

asset.

Assets

generally

have

identifiable

cash

flows

and

are

largely

independent

other

assets.

Measurement of an

impairment loss would

be based on

the excess of

the carrying amount

of the asset over

its fair value.

Fair value is

measured using a discounted cash flow model or other similar valuation model,

as appropriate.

Leases

determine whether

an arrangement

is a lease

at inception.

When our

lease arrangements

include lease and

non-lease components,

we account for lease and non-lease components (e.g. common area maintenance)

separately based on their relative standalone prices.

Any

lease

arrangements

with

initial

term

months

less

are

not

recorded

our

Consolidated

Balance

Sheet,

and

recognize lease costs for these

lease arrangements on a straight-line

basis over the lease term. Many

of our lease arrangements provide

us with

options to

exercise one

or more

renewal terms

or to

terminate the

lease arrangement.

include these

options when

we are

reasonably certain

to exercise them

in the lease

term used to

establish our

right of use

assets and lease

liabilities. Generally,

our lease

agreements do not include an option to purchase the leased asset, residual value guarantees,

or material restrictive covenants.

have

certain

lease

arrangements

with

variable

rental

payments.

Our

lease

arrangements

for

our

Häagen-Dazs

retail

shops

often

include rental payments

that are based

on a percentage

of retail sales. We

have other lease

arrangements that are

adjusted periodically

based on

an inflation

index or rate.

The future

variability of these

payments and

adjustments are

unknown, and

therefore they are

not

included

minimum

lease

payments

used

determine

our

right

use

assets

and

lease

liabilities.

Variable

rental

payments

are

recognized in the period in which the obligation is incurred.

most

our

lease

arrangements

not

provide

implicit

interest

rate,

apply

incremental

borrowing

rate

based

the

information available at the commencement date of the lease arrangement

to determine the present value of lease payments.

Investments in Unconsolidated Joint Ventures

Our

investments

companies

over

which

have

the

ability

exercise

significant

influence

are

stated

cost

plus

our

undistributed

earnings

losses.

receive

royalty

income

from

certain

joint

ventures,

incur

various

expenses

(primarily

research

and

development),

and

record

the

tax

impact

certain

joint

venture

operations

that

are

structured

partnerships.

addition,

make

advances

our

joint

ventures

the

form

loans

capital

investments.

also

sell

certain

raw

materials,

semi-finished

goods, and finished goods to the joint ventures, generally at market prices.

In addition,

we assess our

investments in our

joint ventures if

we have reason

to believe an

impairment may have

occurred including,

but not

limited to,

as a

result of

ongoing operating

losses, projected

decreases in

earnings, increases

in the

weighted-average

cost of

capital,

significant

business

disruptions.

The

significant

assumptions

used

estimate

fair

value

include

revenue

growth

and

profitability,

royalty

rates,

capital

spending,

depreciation

and

taxes,

foreign

currency

exchange

rates,

and

discount

rate.

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.

Revenue Recognition

Our revenues primarily result

from contracts with customers,

which are generally short-term

and have a single performance

obligation

– the

delivery of

product. We

recognize revenue

for the

sale of packaged

foods at the

point in

time when our

performance obligation

has been satisfied and control of the

product has transferred to our customer,

which generally occurs when the shipment

is accepted by

our customer.

Sales include

shipping and

handling charges

billed to

the customer

and are

reported

net of

variable consideration

and

consideration

payable

our

customers,

including

trade

promotion,

consumer

coupon

redemption

and

other

reductions

the

transaction

price,

including

estimated allowances

for

returns, unsalable

product,

and

prompt

pay

discounts.

Sales, use,

value-added,

and

other

excise

taxes

are

not

included

revenue.

Trade

promotions

are

recorded

using

significant

judgment

estimated

participation and

performance levels

for offered

programs at

the time

of sale.

Differences between

estimated and

actual reductions

the

transaction

price

are

recognized

change

estimate

subsequent

period.

generally

not

allow

right

return.

However,

on a

limited case-by-case

basis with

prior

approval, we

may

allow customers

to return

product. In

limited circumstances,

product

returned

saleable

condition

resold

other

customers

outlets.

Receivables

from

customers

generally

not

bear

interest. Payment terms and

collection patterns vary around

the world and by

channel, and are short-term,

and as such, we do

not have

any significant financing components.

Our allowance for doubtful

accounts represents our estimate of

expected credit losses related

our

trade

receivables.

pool

our

trade

receivables

based

similar

risk

characteristics,

such

geographic

location,

business

channel, and other

account data. To

estimate our allowance

for doubtful

accounts, we leverage

information on historical

losses, asset-

specific

risk

characteristics,

current

conditions,

and reasonable

and

supportable

forecasts of

future

conditions.

Account

balances

are

written off

against the

allowance when

we deem

the amount

is uncollectible.

Please see

Note 17

for a

disaggregation of

our revenue

into

categories

that

depict

how

the

nature,

amount,

timing,

and

uncertainty

revenue

and

cash

flows

are

affected

economic

factors. We do

not have material contract assets or liabilities arising from our contracts with customers.

Environmental Costs

Environmental costs

relating to

existing conditions

caused by

past operations

that do

not contribute

to current

or future

revenues are

expensed. Liabilities

for anticipated

remediation costs

are recorded

on an

undiscounted basis

when they

are probable

and reasonably

estimable, generally no later than the completion of feasibility studies or our

commitment to a plan of action.

Advertising Production Costs

We expense the

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

Research and Development

All expenditures for research and development

(R&D) are charged against earnings in the period

incurred. R&D includes expenditures

for

new

product

and

manufacturing

process

innovation,

and

the

annual

expenditures

are

comprised

primarily

internal

salaries,

wages, consulting, and supplies

attributable to R&D activities.

Other costs include depreciation

and maintenance of research

facilities,

including assets at facilities that are engaged in pilot plant activities.

Foreign Currency Translation

For

all

significant

foreign

operations,

the

functional

currency

the

local

currency.

Assets

and

liabilities

these

operations

are

translated

the

period-end

exchange

rates.

Income

statement

accounts

are

translated

using

the

average

exchange

rates

prevailing

during the period. Translation

adjustments are reflected within

accumulated other comprehensive

loss (AOCI) in stockholders’

equity.

Gains

and

losses

from

foreign

currency

transactions

are

included

net

earnings

for

the

period,

except

for

gains

and

losses

investments

subsidiaries

for

which

settlement

is not

planned

for

the foreseeable

future and

foreign

exchange

gains and

losses on

instruments designated as net investment hedges. These gains and losses are recorded

in AOCI.

Derivative Instruments

All derivatives are recognized

on our Consolidated

Balance Sheets at fair

value based on quoted

market prices or our

estimate of their

fair value,

and are

recorded in

either current

or noncurrent

assets or

liabilities based

on their

maturity.

Changes in

the fair

values of

derivatives are

recorded in

net earnings

or other

comprehensive income,

based on

whether the

instrument is

designated and

effective

hedge

transaction

and,

so,

the

type

hedge

transaction.

Gains

losses

derivative

instruments

reported

AOCI

are

reclassified

earnings

the

period

the

hedged

item

affects

earnings.

the

underlying

hedged

transaction

ceases

exist,

any

associated amounts reported in AOCI are reclassified to earnings at that time.

Stock-based Compensation

We generally

measure compensation expense for grants of restricted stock

units and performance share units using the value of

a share

our

stock

the

date

grant.

estimate

the

value

stock

option

grants

using

Black-Scholes

valuation

model.

Generally,

stock-based

compensation

is recognized

straight

line over

the

vesting

period.

Our stock-based

compensation

expense is

recorded

selling, general

and

administrative

(SG&A)

expenses

and

cost of

sales in

our

Consolidated

Statements of

Earnings

and

allocated

each reportable segment in our segment results.

Certain equity-based compensation plans contain provisions

that accelerate vesting of awards upon retirement, termination,

or death of

eligible

employees

and

directors.

consider

stock-based

award

be vested

when

the employee’s

director’s

retention

the

award

is no

longer

contingent

providing

subsequent

service.

Accordingly,

the

compensation

cost

is generally

recognized

immediately

for

awards

granted

retirement-eligible

individuals

over

the

period

from

the

grant

date

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 an operating

cash flow.

Defined Benefit Pension, Other Postretirement Benefit, and Postemployment

Benefit Plans

sponsor

several domestic

and foreign

defined

benefit plans

to provide

pension, health

care, and

other welfare

benefits to

retired

employees. Under

certain circumstances,

we also

provide accruable

benefits, primarily

severance, to

former or

inactive employees

the

United

States,

Canada,

and

Mexico.

recognize

obligation

for

any

these

benefits

that

vest

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.

recognize the underfunded

or overfunded status

of a defined

benefit pension plan

as an asset

or liability and

recognize changes

the funded status in the year in which the changes occur through AOCI.

Use of Estimates

Preparing

our

Consolidated

Financial

Statements

conformity

with

accounting

principles

generally

accepted

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

revenue

recognition,

valuation

long-lived

assets,

intangible

assets,

stock-based

compensation,

income

taxes,

and

defined

benefit

pension,

other

postretirement

benefit

and

postemployment

benefit

plans.

Actual

results could differ from our estimates.

New Accounting Standards

In the

first quarter

of fiscal

2021,

we adopted

new accounting

requirements

to the

measurement

of credit

losses on

financial

instruments, including

trade receivables.

The new

standard and

subsequent

amendments replace

the incurred

loss impairment

model

with a

forward-looking

expected credit

loss model,

which will

generally

result in

earlier recognition

of credit

losses. Our

allowance

for doubtful

accounts represents

our estimate

of expected

credit losses related

to our trade

receivables. We

pool our trade

receivables

based on similar risk characteristics,

such as geographic location,

business channel, and other

account data. To

estimate our allowance

for

doubtful

accounts,

leverage

information

historical

losses,

asset-specific

risk

characteristics,

current

conditions,

and

reasonable and

supportable forecasts

of future

conditions. Account

balances are

written off

against the

allowance when

we deem

the

amount

uncollectible.

adopted

the

requirements

the

new

standard

and

subsequent

amendments

using

the

modified

retrospective transition approach, and recorded a decrease to retained

earnings of $

5.7

million after-tax.

In the fourth quarter of

fiscal 2020, we adopted new

accounting requirements related to

the annual disclosure requirements for

defined

benefit pension

and other

postretirement benefit

plans. The

standard modifies

specific disclosures

to improve

usefulness to

financial

statement users.

adopted the

requirements of

the new

standard using

a retrospective

approach. The

adoption of

this guidance

did

not impact our results of operations or financial position.

the

first

quarter

fiscal

2020,

adopted

new

accounting

requirements

for

hedge

accounting.

The

standard

amends

the

hedge

accounting

recognition

and

presentation

requirements

better

align

entity’s

risk

management

activities

and

financial

reporting.

The new

standard also

simplifies the

application

of hedge

accounting guidance.

The adoption

did not

have a

material impact

on our

results of operations or financial position.

the

first

quarter

fiscal

2020,

adopted

new

requirements

for

the

accounting,

presentation,

and

classification

leases.

This

results in certain leases being

capitalized as a right of

use asset with a related liability

on our Consolidated Balance

Sheet. We

adopted

this guidance utilizing the cumulative

effect adjustment approach, which

required application of the guidance

at the adoption date, and

elected

certain

practical

expedients

permitted

under

the

transition

guidance,

including

not

reassessing

whether

existing

contracts

contain leases and

carrying forward the

historical classification of

those leases. In addition,

we elected not

to recognize leases with

initial term of

12 months or

less on our

Consolidated Balance Sheet

and to continue

our historical treatment

of land easements,

under

permitted elections.

This guidance

did not

have a

material impact

on retained

earnings, our

Consolidated

Statements of

Earnings, or

our Consolidated Statements of Cash Flows.

NOTE 3. ACQUISITION AND DIVESTITURES

In fiscal 2022, we sold our European dough businesses and recorded

a net pre-tax gain on sale of $

30.4

million.

During

the

fourth

quarter

fiscal

2022,

entered

into

definitive

agreement

acquire

TNT

Crust.

The

transaction

closed

subsequent to the end of the fourth quarter of fiscal 2022.

During the fourth quarter of

fiscal 2022, we entered into a

definitive agreement to sell our Helper

main meals and Suddenly Salad

side

dishes business to Eagle Family

Foods Group for approximately

610

million. We

expect to close the divestiture

in the first quarter

fiscal 2023. We

have classified all related assets as held for sale in our Consolidated Balance Sheets as of May

29, 2022.

During

the

third

quarter

fiscal

2022,

sold

our

interests

Yoplait

SAS,

Yoplait

Marques

SNC,

and

Liberté

Marques

Sàrl

Sodiaal International (Sodiaal) in

exchange for Sodiaal’s

interest in our Canadian yogurt business, a

modified agreement for the

use of

Yoplait

and

Liberté

brands in the

United States and

Canada, and cash.

recorded a net

pre-tax gain of

163.7

million on the

sale of

these businesses including

an additional net pre-tax gain

of $

14.9

million related to purchase price

adjustments in the fourth

quarter of

fiscal 2022.

During

the

first

quarter

fiscal

2022,

acquired

Tyson

Foods’

pet

treats

business

for

1.2

billion

cash.

financed

the

transaction

with

combination

cash

hand

and

short-term

debt.

consolidated

Tyson

Foods’

pet

treats

business

into

our

Consolidated

Balance

Sheets

and

recorded

goodwill

762.3

million,

indefinite-lived

intangible

assets

for

the

Nudges

Top

Chews

, and

True

Chews

brands

totaling

330.0

million

aggregate,

and

finite-lived

customer

relationship

asset

40.0

million.

The goodwill is included in

the Pet reporting unit and is

deductible for tax purposes. The

pro forma effects of

this acquisition were not

material.

During

the

fourth

quarter

fiscal

2021,

recorded

pre-tax

loss

53.5

million

the

sale

our

Laticínios Carolina

business in Brazil.

NOTE 4. RESTRUCTURING, IMPAIRMENT,

AND OTHER EXIT COSTS

We view

our restructuring activities as actions

that help us meet our long-term

growth targets and are evaluated

against internal rate of

return and net

present value targets.

Each restructuring

action normally takes

one to two

years to complete.

At completion (or

as each

major stage

is completed

in the

case of

multi-year programs),

the project

begins to

deliver cash

savings and/or

reduced depreciation.

These activities

result in

various restructuring

costs, including

asset write-offs,

exit charges

including severance,

contract termination

fees, and decommissioning

and other costs.

Accelerated depreciation

associated with restructured

assets, as used

in the context

of our

disclosures

regarding

restructuring

activity,

refers

the

increase

depreciation

expense

caused

shortening

the

useful

life

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.

Restructuring charges recorded in fiscal 2022 were

as follows:

Expense, in Millions

International manufacturing and logistics operations

15.0

Net recoveries associated with restructuring actions previously announced

(38.2)

Total net restructuring

recoveries

(23.2)

fiscal

2022,

approved

restructuring

actions

the

International

segment

drive

efficiencies

manufacturing

and

logistics

operations. We

expect to incur approximately

million of restructuring charges

and project-related costs

related to these actions,

which

approximately

million will

be cash.

These charges

are expected

to consist

of approximately

million

of severance

and

million of

other costs,

primarily

asset write-offs.

also expect

to incur

approximately $

million of

project-related costs.

recognized

7.9

million of

severance and

7.1

million of

other costs

in fiscal

2022. We

expect these

actions to

be completed

by the

end of

fiscal 2024

As a result

of shifts in

the composition

of estimated expenses

related to our

previously announced

global organizational

structure and

resource realignment actions, we recorded a $

34.0

million reduction to our restructuring reserves as of May 29,

2022, primarily related

estimated

severance

charges. We

expect

these

actions

incur

total

restructuring

charges

approximately

125

million

135

million,

of which

approximately $

100

million

to $

110

million will

be cash.

expect

approximately

100

million

to be

severance

and approximately $

million of other costs. We expect

these actions to be completed by the end of

fiscal 2023

Certain actions are subject to union negotiations and works counsel consultations,

where required.

We paid net

93.9

million of cash related to restructuring actions in fiscal 2022. We

paid net $

21.8

million of cash in fiscal 2021.

Restructuring charges recorded in fiscal 2021 were

as follows:

Expense, in Millions

Global organizational structure and resource alignment

157.3

International route-to-market and supply chain optimization

13.0

Charges associated with restructuring actions previously

announced

2.4

Total restructuring

charges

172.7

In fiscal

2020, we

did not

undertake any

new restructuring

actions and

recorded $

50.2

million of

restructuring charges

for previously

announced restructuring actions.

Restructuring and impairment charges and project-related

costs are classified in our Consolidated Statements of Earnings as follows:

Fiscal Year

In Millions

2022

2021

2020

Restructuring, impairment, and other exit (recoveries) costs

(26.5)

170.4

24.4

Cost of sales

3.3

2.3

25.8

Total restructuring

and impairment (recoveries) charges

(23.2)

172.7

50.2

Project-related costs classified in cost of sales

1.5

The roll forward of our restructuring and other exit cost reserves, included

in other current liabilities, is as follows:

In Millions

Severance

Contract

Termination

Other Exit

Costs

Total

Reserve balance as of May 26, 2019

36.5

Fiscal 2020 charges, including foreign currency translation

(5.0)

0.8

1.7

(2.5)

Utilized in fiscal 2020

(13.7)

(0.8)

(1.7)

(16.2)

Reserve balance as of May 31, 2020

17.8

Fiscal 2021 charges, including foreign currency translation

142.3

0.3

1.3

143.9

Utilized in fiscal 2021

(12.8)

(0.1)

(12.9)

Reserve balance as of May 30, 2021

147.3

0.2

1.3

148.8

Fiscal 2022 charges, including foreign currency translation

2.2

1.2

3.4

Reserve adjustment

(34.0)

Utilized in fiscal 2022

(80.1)

(0.2)

(1.1)

(81.4)

Reserve balance as of May 29, 2022

35.4

1.4

36.8

The charges

recognized in

the roll forward

of our reserves

for restructuring

and other exit

costs do not

include items

charged directly

to expense (e.g., asset impairment charges,

the gain or loss on the sale of restructured assets, and the

write-off of spare parts) and other

periodic

exit

costs

recognized

incurred,

those

items

are

not

reflected

our

restructuring

and

other

exit

cost

reserves

our

Consolidated Balance Sheets.

NOTE 5. INVESTMENTS IN UNCONSOLIDATED

JOINT VENTURES

have a

percent interest

in Cereal

Partners Worldwide

(CPW), which

manufactures and

markets ready-to-eat

cereal products

more than

130

countries outside the United

States and Canada. CPW also

markets cereal bars in

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.

also have

percent interest

in Häagen-Dazs

Japan, Inc.

(HDJ). This joint

venture manufactures

and markets

Häagen-Dazs

ice

cream products and frozen novelties.

Results from our CPW and HDJ joint ventures are reported for the

months ended March 31.

Joint venture related balance sheet activity is as follows:

In Millions

May 29, 2022

May 30, 2021

Cumulative investments

416.4

486.2

Goodwill and other intangibles

444.9

505.7

Aggregate advances included in cumulative investments

254.4

294.2

Joint venture earnings and cash flow activity is as follows:

Fiscal Year

In Millions

2022

2021

2020

Sales to joint ventures

6.3

6.7

5.9

Net (repayments) advances

(15.4)

(15.5)

48.0

Dividends received

107.5

95.2

76.5

Summary combined financial information for the joint ventures on

a 100 percent basis is as follows:

Fiscal Year

In Millions

2022

2021

2020

Net sales:

CPW

1,706.5

1,766.8

1,654.3

HDJ

427.8

422.4

391.3

Total net sales

2,134.3

2,189.2

2,045.6

Gross margin

803.1

882.9

785.3

Earnings before income taxes

249.9

247.8

214.0

Earnings after income taxes

201.0

201.7

176.5

In Millions

May 29, 2022

May 30, 2021

Current assets

823.9

877.4

Noncurrent assets

839.8

927.2

Current liabilities

1,298.8

1,424.4

Noncurrent liabilities

106.5

142.2

NOTE 6. GOODWILL AND OTHER INTANGIBLE

ASSETS

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

In Millions

May 29, 2022

May 30, 2021

Goodwill

14,378.5

14,062.4

Other intangible assets:

Intangible assets not subject to amortization:

Brands and other indefinite-lived intangibles

6,725.8

6,628.1

Intangible assets subject to amortization:

Franchise agreements, customer relationships, and other finite-lived

intangibles

400.3

823.4

Less accumulated amortization

(126.2)

(300.9)

Intangible assets subject to amortization

274.1

522.5

Other intangible assets

6,999.9

7,150.6

Total

21,378.4

21,213.0

Based on

the carrying

value of

finite-lived intangible

assets as of

May 29,

2022, amortization

expense for

each of

the next five

fiscal

years is estimated to be approximately $

million.

fiscal

2022,

changed

our

organizational

and

management

structure

streamline

our

global

operations.

result

these

changes,

reassessed

our

operating

segments

well

our

reporting

units.

Under

our

new

organizational

structure,

our

chief

operating

decision

maker

assesses

performance

and

makes

decisions

about

resources

allocated

our

segments

the

North

America Retail, International, Pet, and North America

Foodservice operating segment level. See Note 17 for

additional information on

our operating segments.

The changes in the carrying amount of goodwill for fiscal 2020, 2021, and 2022

are as follows:

In Millions

North

America

Retail

Pet

North

America

Foodservice

International

Joint

Ventures

Total

Balance as of May 26, 2019

6,676.5

5,300.5

648.8

960.6

409.4

13,995.8

Other activity, primarily

foreign

currency translation

(2.8)

(66.1)

(3.7)

(72.6)

Balance as of May 31, 2020

6,673.7

5,300.5

648.8

894.5

405.7

13,923.2

Divestiture

(1.2)

Other activity, primarily

foreign

currency translation

15.6

84.9

39.9

140.4

Balance as of May 30, 2021

6,689.3

5,300.5

648.8

978.2

445.6

14,062.4

Acquisition

762.3

Divestitures

(201.8)

Reclassified to assets held for sale

(130.0)

Other activity, primarily

foreign

currency translation

(6.4)

(54.8)

(53.2)

(114.4)

Balance as of May 29, 2022

6,552.9

6,062.8

648.8

721.6

392.4

14,378.5

The changes in the carrying amount of other intangible assets for fiscal 2020, 2021, and

2022 are as follows:

In Millions

Total

Balance as of May 26, 2019

7,166.8

Other activity, primarily

amortization and foreign currency translation

(71.0)

Balance as of May 31, 2020

7,095.8

Divestiture

(5.3)

Other activity, primarily

amortization and foreign currency translation

60.1

Balance as of May 30, 2021

7,150.6

Acquisition

370.0

Divestitures

(621.8)

Intellectual property intangible asset

210.4

Other activity, primarily

amortization and foreign currency translation

(109.3)

Balance as of May 29, 2022

6,999.9

Our

annual

goodwill

and

indefinite-lived

intangible

assets

impairment

test

was

performed

the

first

day

the

second

quarter

fiscal

2022,

and

determined

there

was

impairment

our

intangible

assets

their

fair

values

were

substantially

excess of the carrying values,

except for the

Uncle Toby’s

brand intangible asset.

The excess fair value as of the fiscal 2022 test date of the

Uncle Toby’s

brand intangible asset is as follows:

In Millions

Carrying Value

Intangible Asset

Excess Fair Value

as of

Fiscal 2022 Test

Date

Uncle Toby's

55.0

While

having

significant

coverage

our

fiscal

2022

assessment

date,

the

Progresso

Green

Giant

and

EPIC

brand

intangible

assets had risk of decreasing coverage. We

will continue to monitor these businesses for potential impairment.

The organizational changes

also resulted in changes

in certain reporting units,

one level below the segment

level, and were considered

triggering

event

that

required

goodwill

impairment

test

during

the

third

quarter

fiscal

2022.

determined

there

was

impairment

the

goodwill

the

impacted

reporting

units

their

fair

values

were

substantially

excess

the

carrying

values.

We did not

identify any indicators of impairment for any goodwill or indefinite-lived

intangible assets as of May 29, 2022.

NOTE 7. LEASES

Our lease portfolio primarily

consists of operating lease

arrangements for certain

warehouse and distribution space,

office space, retail

shops,

production

facilities,

rail

cars,

production

and

distribution

equipment,

automobiles,

and

office

equipment.

Our

lease

costs

associated with finance

leases and

sale-leaseback transactions

and our

lease income associated

with lessor and

sublease arrangements

are not material to our Consolidated Financial Statements.

Components of our lease cost are as follows:

Fiscal Year

In Millions

2022

2021

Operating lease cost

129.7

132.7

Variable

lease cost

8.5

21.8

Short-term lease cost

29.1

23.4

Rent expense under all operating leases from continuing operations was $

171.2

million in fiscal 2020.

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

as follows:

In Millions

Operating Leases

Finance Leases

Fiscal 2023

117.8

0.8

Fiscal 2024

93.6

0.4

Fiscal 2025

64.4

Fiscal 2026

45.2

Fiscal 2027

24.1

After fiscal 2027

40.7

Total noncancelable

future lease obligations

385.8

1.2

Less: Interest

(30.8)

Present value of lease obligations

355.0

1.2

The

lease

payments

presented

the

table

above

exclude

135.1

million

minimum

lease

payments

for

operating

leases

have

committed to but have not yet commenced as of May 29, 2022.

The weighted-average remaining lease term and weighted-average

discount rate for our operating leases are as follows:

May 29, 2022

May 30, 2021

Weighted-average

remaining lease term

4.5

years

4.5

years

Weighted-average

discount rate

3.8

3.7

Supplemental operating cash flow information and non-cash activity related

to our operating leases are as follows:

Fiscal Year

In Millions

2022

2021

Cash paid for amounts included in the measurement of lease liabilities

128.7

132.0

Right of use assets obtained in exchange for new lease liabilities

84.6

120.2

NOTE 8. FINANCIAL INSTRUMENTS, RISK MANAGEMENT ACTIVITIES,

AND FAIR VALUES

FINANCIAL INSTRUMENTS

The

carrying

values

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,

2022, and

May 30,

2021, a

comparison of

cost

and market values of our marketable debt and equity securities is as follows:

Cost

Fair Value

Gross Unrealized Gains

Gross Unrealized Losses

Fiscal Year

In Millions

2022

2021

2022

2021

2022

2021

2022

2021

Available for

sale

debt securities

2.3

76.9

2.3

76.9

Equity securities

250.1

360.3

255.3

365.6

5.2

5.3

15.1

Total

252.4

437.2

257.6

442.5

5.2

5.3

15.1

As of May 29, 2022, the fair value and carrying value

of equity securities restricted for payment of active employee

health and welfare

benefits were $

249.8

million.

There were no realized gains or

losses from sales of marketable

securities in fiscal 2022

and 2021. Gains and losses are

determined by

specific identification.

Classification

marketable

securities

current

noncurrent

dependent

upon

our

intended

holding

period

and

the

security’s

maturity date. The

aggregate unrealized gains

and losses on available

for sale debt securities,

net of tax effects,

are classified in AOCI

within stockholders’ equity.

Scheduled maturities of our marketable securities are as follows:

Marketable Securities

In Millions

Cost

Fair Value

Under 1 year (current)

2.3

Equity securities

250.1

255.3

Total

252.4

257.6

As of May 29, 2022, we had $

2.3

million of marketable debt securities pledged as collateral for derivative contracts.

RISK MANAGEMENT ACTIVITIES

As a

part of

our ongoing

operations, we

are exposed

to market

risks such

as changes

in interest

and foreign

currency exchange

rates

and commodity and

equity prices. To

manage these risks, we

may enter into various

derivative transactions (e.g.,

futures, options, and

swaps) pursuant to our established policies.

COMMODITY PRICE RISK

Many commodities we

use in the

production and distribution

of our products

are exposed to

market price risks.

utilize derivatives

to manage price risk for our principal

ingredients and energy costs, including

grains (oats, wheat, and corn), oils

(principally soybean),

dairy products, natural

gas, and diesel fuel.

Our primary objective

when entering into

these derivative contracts

is to achieve

certainty

with

regard

the

future

price

commodities

purchased

for

use

our

supply

chain.

manage

our

exposures

through

combination of purchase orders, long-term

contracts with suppliers, exchange-traded

futures and options, and over-the-counter

options

and swaps.

offset

our exposures

based on

current and

projected market

conditions and

generally seek

to acquire

the inputs

at as

close as possible to or below our planned cost.

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

the

values

these

derivatives

are

recorded

currently in cost of sales in our Consolidated Statements of Earnings.

Although we do

not meet the

criteria for

cash flow hedge

accounting, we believe

that these instruments

are effective

in achieving our

objective of providing certainty

in the future price of commodities purchased

for use in our supply chain.

Accordingly, for

purposes of

measuring

segment

operating

performance

these

gains

and

losses

are

reported

unallocated

corporate

items

outside

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

segment

operating

profit,

allowing

our

operating

segments

realize

the

economic

effects

the

derivative without experiencing any resulting mark-to-market volatility,

which remains in unallocated corporate items.

Unallocated corporate items for fiscal 2022, 2021, and 2020 included:

Fiscal Year

In Millions

2022

2021

2020

Net gain (loss) on mark-to-market valuation of commodity positions

303.3

138.2

(63.0)

Net (gain) loss on commodity positions reclassified from unallocated corporate

items to segment operating profit

(188.0)

(8.8)

35.6

Net mark-to-market revaluation of certain grain inventories

17.8

9.4

2.7

Net mark-to-market valuation of certain commodity positions recognized

unallocated corporate items

133.1

138.8

(24.7)

May

29,

2022,

the

net

notional

value

commodity

derivatives

was

490.1

million,

which

355.4

million

agricultural inputs and $

134.7

million related to energy inputs. These contracts relate to inputs

that generally will be utilized within the

months.

INTEREST RATE RISK

are

exposed

interest

rate

volatility

with

regard

future

issuances

fixed-rate

debt,

and

existing

and

future

issuances

floating-rate

debt. Primary

exposures include

U.S. Treasury

rates, LIBOR,

Euribor,

and commercial

paper rates

in the

United States

and Europe.

use interest rate

swaps, forward-starting

interest rate swaps,

and treasury

locks to hedge

our exposure

to interest rate

changes,

reduce

the

volatility

our

financing

costs,

and

achieve

desired

proportion

fixed-rate

versus

floating-rate

debt,

based

current

and

projected

market

conditions.

Generally

under

these

swaps,

agree

with

counterparty

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

forecasted

issuances

debt.

Effectiveness

assessed

based

either

the

perfectly

effective

hypothetical

derivative

method

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.

Fixed

Interest

Rate

Exposures

—

Fixed-to-floating

interest

rate

swaps

are

accounted

for

fair

value

hedges

with

effectiveness

assessed

based

changes

the

fair

value

the

underlying

debt

and

derivatives,

using

incremental

borrowing

rates

currently

available on loans with similar terms and maturities.

As of May 29,

2022, the pre-tax

amount of cash-settled

interest rate hedge

gain or loss

remaining in AOCI,

which will be

reclassified

to earnings over the remaining term of the related underlying debt, follows:

In Millions

Gain/(Loss)

2.25

% notes due

October 14, 2031

(18.4)

2.6

% notes due

October 12, 2022

(0.3)

1.0

% notes due

April 27, 2023

0.2

3.65

% notes due

February 15, 2024

(3.0)

4.0

% notes due

April 17, 2025

1.7

3.2

% notes due

February 10, 2027

(8.0)

1.5

% notes due

April 27, 2027

1.6

4.2

% notes due

April 17, 2028

6.0

4.55

% notes due

April 17, 2038

8.7

5.4

% notes due

June 15, 2040

10.0

4.15

% notes due

February 15, 2043

(8.2)

4.7

% notes due

April 17, 2048

12.3

Net pre-tax hedge gain in AOCI

2.6

The

following

table

summarizes

the

notional

amounts

and

weighted-average

interest

rates

our

interest

rate

derivatives.

Average

floating rates are based on rates as of the end of the reporting period.

In Millions

May 29, 2022

May 30, 2021

Pay-floating swaps - notional amount

644.1

731.5

Average receive

rate

0.4

Average pay rate

0.1

The floating-rate swap contracts outstanding as of May 29, 2022, mature

in fiscal

2026

FOREIGN EXCHANGE RISK

Foreign currency

fluctuations affect

our net

investments in

foreign subsidiaries

and foreign

currency cash

flows related

to third

party

purchases,

intercompany

loans, product

shipments, and

foreign-denominated

debt.

are also

exposed

to the

translation of

foreign

currency

earnings

the

U.S.

dollar.

Our

principal

exposures

are

the

Australian

dollar,

Brazilian

real,

British

pound

sterling,

Canadian

dollar,

Chinese renminbi,

euro, Japanese

yen, Mexican

peso, and

Swiss franc.

primarily

use foreign

currency forward

contracts to selectively hedge our

foreign currency cash flow exposures.

We also

generally swap our foreign-denominated

commercial

paper

borrowings

and

nonfunctional

currency

intercompany

loans

back

to U.S.

dollars

the

functional

currency

of the

entity

with

foreign exchange exposure.

The gains or losses

on these derivatives offset

the foreign currency

revaluation gains or losses

recorded in

earnings on the associated borrowings. We

generally do not hedge more than 18 months in advance.

As of May 29, 2022, the net notional value of foreign exchange derivatives

was $

1,973.9

million.

also have

net investments

in foreign

subsidiaries that

are denominated

in euros.

hedged a portion

of these net

investments by

issuing

euro-denominated

commercial

paper

and

foreign

exchange

forward

contracts.

As of

May

29,

2022,

hedged

portion

these net

investments

with €

2,223.5

million of

euro denominated

bonds.

As of

May 29,

2022,

we had

deferred

net foreign

currency

transaction gains of $

57.5

million in AOCI associated with net investment hedging activity.

During the fourth quarter of fiscal 2022, we hedged

€

750

million of euro denominated bonds with foreign exchange

forward contracts.

As of May 29, 2022, we had deferred net foreign currency transaction gains

of $

20.9

million in AOCI associated with these hedges.

EQUITY INSTRUMENTS

Equity

price

movements

affect

our

compensation

expense

certain

investments

made

our

employees

our

deferred

compensation plan

are revalued. We

use equity swaps

to manage this

risk. As of May

29, 2022, the

net notional amount

of our equity

swaps was $

204.7

million, which mature in

fiscal 2023

FAIR VALUE

MEASUREMENTS AND FINANCIAL STATEMENT

PRESENTATION

The

fair

values

our

assets,

liabilities,

and

derivative

positions

recorded

fair

value

and

their

respective

levels

the

fair

value

hierarchy as of May 29, 2022, and May 30, 2021, were as follows:

May 29, 2022

Fair Values

of Assets

Fair Values

of Liabilities

In Millions

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

Derivatives designated as hedging instruments:

Interest rate contracts (a) (b)

(29.8)

Foreign exchange contracts (a) (c)

26.9

(4.7)

Total

26.9

(34.5)

Derivatives not designated as hedging

instruments:

Foreign exchange contracts (a) (c)

8.4

(15.1)

Commodity contracts (a) (d)

10.7

96.9

107.6

(0.2)

Grain contracts (a) (d)

28.7

(3.0)

Total

10.7

134.0

144.7

(18.3)

Other assets and liabilities reported at fair value:

Marketable investments (a) (e) (f)

255.3

2.3

67.2

324.8

Total

255.3

2.3

67.2

324.8

Total assets, liabilities, and

derivative positions

recorded at fair value

266.0

163.2

67.2

496.4

(52.8)

(a)

These contracts and investments

are recorded as prepaid

expenses and other current

assets, other assets, other

current liabilities or

other liabilities,

as appropriate,

based on

whether in

a gain

or loss

position. Certain

marketable investments

are recorded

as cash

and cash equivalents.

(b)

Based on EURIBOR and

swap rates. As

of May 29, 2022, the

carrying amount of hedged

debt designated as

the hedged item

in a

fair value

hedge was

615.7

million and

was classified

on the

Consolidated Balance

Sheet within

long-term debt.

As of

May 29,

2022, the cumulative amount of fair value hedging basis adjustments was $

28.4

million.

(c)

Based on observable market transactions of spot currency rates and forward

currency prices.

(d)

Based on prices of futures exchanges and recently reported transactions in

the marketplace.

(e)

Based on prices of common stock, mutual fund net asset values, and bond matrix

pricing.

(f)

The level 3

marketable investment represents

an equity security

without a readily

determinable fair value.

During fiscal 2022,

recorded

an impairment

charge

of $

34.0

million resulting

from the

determination of

fair value

utilizing

level 3

inputs including

revised projections of future operating results and observable transaction data

for similar instruments.

May 30, 2021

Fair Values

of Assets

Fair Values

of Liabilities

In Millions

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

Derivatives designated as hedging instruments:

Interest rate contracts (a) (b)

28.8

Foreign exchange contracts (a) (c)

2.3

(36.3)

Total

31.1

(36.3)

Derivatives not designated as hedging

instruments:

Foreign exchange contracts (a) (c)

2.5

(1.6)

Commodity contracts (a) (d)

11.1

20.5

31.6

(0.8)

(0.5)

(1.3)

Grain contracts (a) (d)

12.0

(0.9)

Total

11.1

35.0

46.1

(0.8)

(3.0)

(3.8)

Other assets and liabilities reported at fair value:

Marketable investments (a) (e)

365.6

76.9

442.5

Total

365.6

76.9

442.5

Total assets, liabilities, and

derivative positions

recorded at fair value

376.7

143.0

519.7

(0.8)

(39.3)

(40.1)

(a)

These contracts and

investments are recorded

as prepaid expenses and

other current assets, other

assets, other current liabilities

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. As of May 30, 2021, the

carrying amount of hedged debt designated

as the hedged item in a

fair

value

hedge

was

736.9

million

and

was

classified

the

Consolidated

Balance

Sheet

within

long-term

debt.

May 30,

2021, the cumulative amount of fair value hedging basis adjustments was $

5.4

million.

(c)

Based on observable market transactions of spot currency rates and forward

currency prices.

(d)

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

marketplace.

(e)

Based on prices of common stock and bond matrix pricing.

We did not

significantly change our valuation techniques from prior periods.

The

fair value

of our

long-term

debt

is estimated

using

Level 2

inputs based

on quoted

prices

for

those

instruments. Where

quoted

prices are not available, fair value is estimated

using discounted cash flows and market-based expectations

for interest rates, credit risk

and

the

contractual

terms

the

debt

instruments.

May

29,

2022,

the

carrying

amount

and

fair

value

our

long-term

debt,

including the

current portion,

were $

10,508.8

million and

10,809.0

million, respectively.

As of

May 30,

2021, the

carrying amount

and fair value of our long-term debt, including the current portion, were

12,250.7

million and $

13,194.4

million, respectively.

Information

to our

cash flow

hedges,

fair value

hedges, and

other

derivatives

not designated

as hedging

instruments for

the

fiscal years ended May 29, 2022, and May 30, 2021, follows:

Interest Rate

Contracts

Foreign

Exchange

Contracts

Equity

Contracts

Commodity

Contracts

Total

Fiscal Year

In Millions

2022

2021

2022

2021

2022

2021

2022

2021

2022

2021

Derivatives in Cash Flow Hedging

Relationships:

Amount of gain (loss) recognized in other

comprehensive income (OCI)

(5.4)

31.2

13.2

(58.7)

7.8

(27.5)

Amount of net loss reclassified from

AOCI into earnings (a)

(4.7)

(9.4)

(19.5)

(9.8)

(24.2)

(19.2)

Derivatives in Fair Value

Hedging

Relationships:

Amount of net loss recognized

in earnings (b)

(2.1)

(0.3)

(2.1)

(0.3)

Derivatives Not Designated as

Hedging Instruments:

Amount of net (loss) gain recognized

in earnings (c)

(32.8)

4.2

(8.0)

47.7

257.2

134.6

216.4

186.5

(a)

Loss

reclassified

from

AOCI

into

earnings

reported

interest,

net

for

interest

rate

swaps

and

cost

sales

and

SG&A

expenses for foreign

exchange contracts. For

the fiscal year ended

May 29, 2022, the

amount of loss

reclassified from AOCI

into

cost of

sales was

11.1

million and

the amount

of loss

reclassified from

AOCI into

SG&A was

8.4

million. For

the fiscal

year

ended

May 30,

2021,

the

amount

loss

reclassified

from

AOCI

into

cost

sales

was

9.3

million

and

the

amount

loss

reclassified from AOCI into SG&A was $

0.5

million.

(b)

Loss recognized

in earnings is

reported in

interest, net

for interest rate

contracts, in

cost of sales

for commodity

contracts, and

SG&A expenses for equity contracts and foreign exchange contracts.

(c)

(Loss) gain recognized in earnings

is related to the ineffective

portion of the hedging relationship, reported

in SG&A expenses for

foreign

exchange

contracts

and

interest,

net

for

interest rate

contracts.

amounts

were reported

as a

result

of being

excluded

from the assessment of hedge effectiveness.

The following

tables reconcile

the net

fair values

of assets

and

liabilities subject

to offsetting

arrangements

that are

recorded

in our

Consolidated Balance Sheets to the net fair values that could be reported

in our Consolidated Balance Sheets:

May 29, 2022

Assets

Liabilities

Gross Amounts Not Offset

in the

Balance Sheet (e)

Gross Amounts Not Offset

in the

Balance Sheet (e)

In Millions

Gross

Amounts of

Recognized

Assets

Gross

Liabilities

Offset in the

Balance Sheet

(a)

Net Amounts

of Assets

(b)

Financial

Instruments

Cash

Collateral

Received

Net Amount

(c)

Gross

Amounts of

Recognized

Liabilities

Gross Assets

Offset in the

Balance Sheet

(a)

Net Amounts

of Liabilities

(b)

Financial

Instruments

Cash

Collateral

Pledged

Net Amount

(d)

Commodity contracts

107.5

(0.2)

(62.8)

44.5

(0.2)

0.2

Interest rate contracts

(30.7)

10.6

(20.1)

Foreign exchange contracts

35.3

(6.4)

28.9

(19.7)

6.4

(13.3)

Equity contracts

0.4

(0.3)

0.1

(4.0)

0.3

(3.7)

Total

143.2

(6.9)

(62.8)

73.5

(54.6)

6.9

10.6

(37.1)

(a)

Includes related collateral offset in our Consolidated Balance Sheets.

(b)

Net fair value as recorded in our Consolidated Balance Sheets.

(c)

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

(d)

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

(e)

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

May 30, 2021

Assets

Liabilities

Gross Amounts Not Offset

in the Balance Sheet (e)

Gross Amounts Not Offset

in the Balance Sheet (e)

In Millions

Gross

Amounts of

Recognized

Assets

Gross

Liabilities

Offset in the

Balance

Sheet (a)

Net

Amounts of

Assets

(b)

Financial

Instruments

Cash

Collateral

Received

Net Amount

(c)

Gross

Amounts of

Recognized

Liabilities

Gross

Assets

Offset in the

Balance

Sheet (a)

Net

Amounts of

Liabilities

(b)

Financial

Instruments

Cash

Collateral

Pledged

Net Amount

(d)

Commodity contracts

31.6

(1.3)

(9.1)

21.2

(1.3)

1.3

Interest rate contracts

29.8

Foreign exchange contracts

4.8

(4.1)

0.7

(37.9)

4.1

(33.8)

Equity contracts

2.2

Total

68.4

(5.4)

(9.1)

53.9

(39.2)

5.4

(33.8)

(a)

Includes related collateral offset in our Consolidated Balance Sheets.

(b)

Net fair value as recorded in our Consolidated Balance Sheets.

(c)

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

(d)

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

(e)

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

AMOUNTS RECORDED IN ACCUMULATED

OTHER COMPREHENSIVE LOSS

As of May 29, 2022, the after-tax amounts of unrealized gains in

AOCI related to hedge derivatives follows:

In Millions

After-Tax

Gain

Unrealized gains from foreign currency cash flow hedges

23.3

After-tax gains in AOCI related to hedge derivatives

23.3

The net amount

of pre-tax gains and

losses in AOCI as

of May 29,

2022, that we expect

to be reclassified

into net earnings

within the

next 12 months is a $

33.4

million net gain.

CREDIT-RISK-RELATED

CONTINGENT FEATURES

Certain of our

derivative instruments contain

provisions that require

us to maintain an

investment grade credit rating

on our debt

from

each

the

major

credit

rating

agencies.

our

debt

were

fall

below

investment

grade,

the

counterparties

the

derivative

instruments

could

request

full

collateralization

derivative

instruments

net

liability

positions.

The

aggregate

fair

value

all

derivative instruments with credit-risk-related

contingent features that were in

a liability position on

May 29, 2022, was $

35.0

million.

We have posted

10.6

million of collateral under these contracts.

CONCENTRATIONS OF

CREDIT AND COUNTERPARTY

CREDIT RISK

During fiscal 2022, customer concentration was as follows:

Percent of total

Consolidated

North America

Retail

North America

Foodservice

International

Pet

Walmart (a):

Net sales

Accounts receivable

Five largest customers:

Net sales

(a)

Includes Walmart Inc.

and its affiliates.

No customer other than Walmart

accounted for

percent or more of our consolidated net sales.

enter

into

interest

rate,

foreign

exchange,

and

certain

commodity

and

equity

derivatives,

primarily

with

diversified

group

highly rated

counterparties. We

continually monitor

our positions and

the credit ratings

of the counterparties

involved and,

by policy,

limit

the

amount

credit

exposure

any

one

party.

These

transactions

may

expose

potential

losses

due

the

risk

nonperformance

these

counterparties;

however,

have

not

incurred

material

loss.

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

103.2

million, against

which we

hold $

62.8

million of

collateral. Under

the terms

of our

swap agreements,

some of

our

transactions

require

collateral

other

security

support

financial

instruments

subject

threshold

levels

exposure

and

counterparty

credit

risk.

Collateral

assets

are

either

cash

U.S.

Treasury

instruments

and

are

held

trust

account

that

may

access if the counterparty defaults.

offer

certain

suppliers

access

third-party

services

that

allow

them

view

our

scheduled

payments

online.

The

third-party

services also

allow suppliers

to finance

advances on

our scheduled

payments at

the sole

discretion of

the supplier

and the third

party.

have no

economic interest

in these

financing arrangements

and no

direct relationship

with the

suppliers, the

third parties,

or any

financial

institutions

concerning

this

service.

All

our

accounts

payable

remain

obligations

our

suppliers

stated

our

supplier agreements.

As of

May 29,

2022, $

1,429.6

million of

our accounts

payable was

payable to

suppliers who

utilize these

third-

party services.

As of

May 30,

2021, $

1,411.3

million of

our accounts

payable was

payable to

suppliers who

utilize these

third-party

services.

NOTE 9. 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, 2022

May 30, 2021

In Millions

Notes Payable

Weighted-

Average

Interest Rate

Notes Payable

Weighted-

Average

Interest Rate

U.S. commercial paper

694.8

1.1

Financial institutions

116.6

4.4

361.3

3.4

Total

811.4

5.5

361.3

3.4

To ensure availability

of funds, we maintain bank credit lines and have commercial paper programs

available to us in the United States

and Europe. We also

have uncommitted and asset-backed credit lines that support our

foreign operations.

The following table details the fee-paid committed and uncommitted credit

lines we had available as of May 29, 2022:

In Billions

Facility

Amount

Borrowed

Amount

Credit facility expiring:

April 2026

2.7

Total committed

credit facilities

2.7

Uncommitted credit facilities

0.6

0.1

Total committed

and uncommitted credit facilities

3.3

0.1

The

credit

facilities

contain

covenants,

including

requirement

maintain

fixed

charge

coverage

ratio

least

2.5

times.

were in compliance with all credit facility covenants as of May 29, 2022.

LONG-TERM DEBT

In the fourth quarter of fiscal 2022, we repaid $

850.0

million of

3.7

percent fixed-rate notes due

October 17, 2023

using proceeds from

the issuance of commercial paper.

In the

fourth quarter

of fiscal

2022, we

issued €

250.0

million

0.0

percent fixed-rate

notes due

November 11, 2022

. We

used the

net

proceeds for general corporate purposes.

In the second

quarter of fiscal

2022, we issued

€

500.0

million of

0.125

percent fixed-rate notes

due

November 15, 2025

. We

used the

net proceeds to repay a portion of our €

500.0

million of

0.0

percent fixed-rate notes due

November 16, 2021

In the second quarter of fiscal 2022, we issued €

250.0

million of floating-rate notes due

May 16, 2023

. We used the net proceeds

repay a portion of our outstanding commercial paper and for general

corporate purposes.

In the second

quarter of fiscal

2022, we

issued $

500.0

million of

2.25

percent notes due

October 14, 2031

. We

used the net

proceeds,

together

with

proceeds

from

the

issuance

commercial

paper,

repay

1,000.0

million

3.15

percent

fixed-rate

notes

due

December 15, 2021

In the first quarter of fiscal 2022, we issued €

500.0

million of floating-rate notes due

July 27, 2023

. We used the net proceeds to

repay

€

500.0

million of

0.0

percent fixed-rate notes due

August 21, 2021

In the

first quarter

of fiscal

2022, we

issued €

500.0

million of

2.2

percent fixed-rate

notes due

November 29, 2021

. We

used the

net

proceeds, together with

borrowings under a

committed credit facility,

to repay €

200.0

million of

2.2

percent fixed-rate notes

due

June

24, 2021

In the fourth

quarter of

fiscal 2021,

we repaid

600.0

million of

3.2

percent fixed-rate

notes and $

850.0

million of floating-rate

notes

with cash on hand.

In the

third quarter

of fiscal

2021, we

completed an

offer to

exchange certain

series of

outstanding notes

for a

combination of

newly

issued notes

and cash.

Holders exchanged

603.9

million of

notes previously

issued with

rates between

4.15

percent and

5.4

percent

for

605.2

million

newly

issued

3.0

percent

fixed-rate

notes

due

February 1, 2051

and

201.4

million

cash,

representing

participation incentive.

the

second

quarter

fiscal

2021,

issued

€

500.0

million

principal

amount

0.0

percent

fixed-rate

notes

due

November 16,

2021

. We used the net proceeds to

repay €

200.0

million of

0.0

percent fixed-rate notes and for general corporate purposes.

In the first

quarter of fiscal

2021, we issued

€

500.0

million principal amount

0.0

percent fixed-rate notes

due

August 21, 2021

. We

used the net proceeds, together with cash on hand, to repay €

500.0

million of

2.1

percent fixed-rate notes.

A summary of our long-term debt is as follows:

In Millions

May 29, 2022

May 30, 2021

4.2

% notes due

April 17, 2028

1,400.0

3.15

% notes due

December 15, 2021

1,000.0

3.7

% notes due

October 17, 2023

850.0

4.0

% notes due

April 17, 2025

800.0

3.2

% notes due

February 10, 2027

750.0

2.875

% notes due

April 15, 2030

750.0

Euro-denominated

0.45

% notes due

January 15, 2026

644.1

731.5

Euro-denominated

1.0

% notes due

April 27, 2023

536.8

609.6

Euro-denominated

0.0

% notes due

August 21, 2021

609.6

Euro-denominated

0.0

% notes due

November 16, 2021

609.6

3.0

% notes due

February 1, 2051

605.2

2.6

% notes due

October 12, 2022

500.0

3.65

% notes due

February 15, 2024

500.0

Euro-denominated

1.5

% notes due

April 27, 2027

429.4

487.7

4.7

% notes due

April 17, 2048

446.2

4.15

% notes due

February 15, 2043

434.9

Floating-rate notes due

October 17, 2023

400.0

5.4

% notes due

June 15, 2040

382.5

4.55

% notes due

April 17, 2038

282.4

Euro-denominated

2.2

% notes due

June 24, 2021

243.9

Medium-term notes,

0.56

% to

6.41

%, due fiscal

2023

or later

103.9

104.0

2.25

% notes due

October 14, 2031

500.0

Euro-denominated

0.1

25% notes due

November 15, 2025

536.7

Euro-denominated

0.0

% notes due

November 11, 2022

268.3

Euro-denominated floating rate notes due

May 16, 2023

268.3

Euro-denominated floating rate notes due

July 27, 2023

537.9

Other, including debt issuance costs, debt

exchange participation premium, and finance leases

(267.6)

(246.4)

10,809.0

12,250.7

Less amount due within one year

(1,674.2)

(2,463.8)

Total long-term debt

9,134.8

9,786.9

Principal payments

due on

long-term debt

and finance

leases in

the next

five fiscal

years based

on stated

contractual maturities,

our

intent to redeem, or put rights of certain note holders are as follows:

In Millions

Fiscal 2023

1,674.2

Fiscal 2024

1,442.3

Fiscal 2025

800.0

Fiscal 2026

1,180.9

Fiscal 2027

1,179.4

Certain of our

long-term debt agreements

contain restrictive

covenants.

As of May 29, 2022, we were in compliance with all of these

covenants.

As of May 29, 2022,

the $

2.6

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 2023 is a $

2.5

million pre-tax loss.

NOTE 10. REDEEMABLE AND NONCONTROLLING INTERESTS

Our principal noncontrolling interest relates to our General Mills Cereals, LLC (GMC) subsidiar

The holder of the

GMC Class A Interests receives

quarterly preferred distributions

from available net income

based on the application

floating

preferred

return

rate

the

holder’s

capital

account

balance

established

the

most

recent

mark-to-market

valuation

(currently

251.5

million). On

June 1,

2021,

the

floating

preferred

return

rate

GMC’s

Class

interests

was

reset

the

sum

three-month LIBOR

plus

160

basis points. The preferred

return rate is adjusted

every

three years

through a negotiated agreement

with

the Class A Interest holder or through a remarketing auction.

During

the

third

quarter

fiscal

2022,

completed

the

sale

our

interests

Yoplait

SAS,

Yoplait

Marques

SNC

and

Liberté

Marques

Sàrl

Sodiaal

exchange

for

Sodiaal’s

interest

our

Canadian

yogurt

business,

modified

agreement

for

the

use

Yoplait

and

Liberté

brands in the United States and Canada, and cash. Please see Note 3 to the Consolidated

Financial Statements.

Up to

the date

of the

divestiture, Sodiaal

held the

remaining interests

in each

of the

entities. On

the acquisition

date, we

recorded the

fair

value

Sodiaal’s

percent

euro-denominated

interest

Yoplait

SAS

redeemable

interest

our

Consolidated

Balance

Sheets. Sodiaal had

the right to

put all or

a portion of

its redeemable interest

to us at

fair value until

the divestiture closed

in the third

quarter of

fiscal 2022.

In connection

with the

divestiture, cumulative

adjustments made

to the

redeemable

interest related

to the

fair

value put feature were

reversed against additional paid-in

capital, where changes in the

redemption amount were historically recorded,

and the resulting carrying value of the noncontrolling interests were included

in the calculation of the gain on divestiture.

paid

dividends of

105.1

million

in fiscal

2022 and

40.3

million in

fiscal 2021

to Sodiaal

under the

terms of

the Yoplait

SAS,

Yoplait

Marques SNC, and Liberté Marques Sàrl shareholder agreements.

A subsidiary of

Yoplait

SAS had an

exclusive milk supply agreement

for its European operations

with Sodiaal through

November 28,

2021. Net purchases totaled $

99.5

million for the six-month period ended November 28, 2021, and $

212.1

million for fiscal 2021.

For

financial

reporting

purposes,

the

assets,

liabilities,

results

operations,

and

cash

flows

our

non-wholly

owned

consolidated

subsidiaries

are

included

our

Consolidated

Financial

Statements.

The

third-party

investor’s

the

net

earnings

these

subsidiaries

reflected

net

earnings

attributable

redeemable

and

noncontrolling

interests

our

Consolidated

Statements

Earnings.

Our noncontrolling interests contain restrictive covenants. As of May 29, 2022, we were in compliance with all of these covenants.

NOTE 11. STOCKHOLDERS’

EQUITY

Cumulative preference stock of

5.0

million shares, without par value, is authorized but unissued.

On June 27, 2022, 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

specified

termination date.

Share repurchases were as follows:

Fiscal Year

In Millions

2022

2021

2020

Shares of common stock

13.5

5.0

0.1

Aggregate purchase price

876.8

301.4

3.4

The following tables provide details of total comprehensive income:

Fiscal 2022

General Mills

Noncontrolling

Interests

Redeemable

Interest

In Millions

Pretax

Tax

Net

Net earnings, including earnings attributable to

redeemable and noncontrolling interests

2,707.3

10.2

17.5

Other comprehensive income (loss):

Foreign currency translation

(188.5)

85.8

(102.7)

(26.2)

(47.0)

Net actuarial gain

132.4

(30.8)

101.6

Other fair value changes:

Hedge derivatives

30.1

(23.6)

6.5

0.5

Reclassification to earnings:

Foreign currency translation (a)

342.2

Hedge derivatives (b)

23.7

11.6

35.3

(0.2)

Amortization of losses and prior service costs (c)

97.4

(21.6)

75.8

Other comprehensive income (loss)

437.3

21.4

458.7

(26.2)

(46.7)

Total comprehensive

income (loss)

3,166.0

(16.0)

(29.2)

(a)

Loss reclassified from AOCI into earnings is reported in divestitures gain related

to the divestiture of our interests in Yoplait

SAS,

Yoplait

Marques SNC, and Liberte Marques Sarl to Sodiaal in the third quarter of fiscal 2022.

(b)

Loss (gain) reclassified

from AOCI into earnings

is reported in interest,

net for interest rate

swaps and in cost

of sales and SG&A

expenses for foreign exchange contracts.

(c)

Loss reclassified from AOCI into earnings is reported in benefit plan non-service

income. Please refer to Note 2.

Fiscal 2021

General Mills

Noncontrolling

Interests

Redeemable

Interest

In Millions

Pretax

Tax

Net

Net earnings, including earnings attributable to

redeemable and noncontrolling interests

2,339.8

6.5

(0.3)

Other comprehensive income (loss):

Foreign currency translation

(6.1)

64.9

58.8

31.5

84.8

Net actuarial loss

464.9

(111.5)

353.4

Other fair value changes:

Hedge derivatives

(25.8)

6.5

(19.3)

(1.4)

Reclassification to earnings:

Hedge derivatives (a)

19.1

(5.7)

13.4

0.1

Amortization of losses and prior service costs (b)

102.5

(23.6)

78.9

Other comprehensive income

554.6

(69.4)

485.2

31.5

83.5

Total comprehensive

income

2,825.0

38.0

83.2

(a)

Loss

reclassified

from

AOCI

into

earnings

reported

interest,

net

for

interest

rate

swaps

and

cost

sales

and

SG&A

expenses for foreign exchange contracts.

(b)

Loss reclassified from AOCI into earnings is reported in benefit plan non-service

income. Please refer to Note 2.

Fiscal 2020

General Mills

Noncontrolling

Interests

Redeemable

Interest

In Millions

Pretax

Tax

Net

Net earnings, including earnings attributable to

redeemable and noncontrolling interests

2,181.2

12.9

16.7

Other comprehensive income (loss):

Foreign currency translation

(149.1)

(2.6)

(17.4)

Net actuarial loss

(290.2)

65.6

(224.6)

Other fair value changes:

Hedge derivatives

4.4

(1.2)

3.2

Reclassification to earnings:

Hedge derivatives (a)

4.3

(0.7)

3.6

0.5

Amortization of losses and prior service costs (b)

101.3

(23.4)

77.9

Other comprehensive loss

(329.3)

40.3

(289.0)

(2.6)

(16.9)

Total comprehensive

income (loss)

1,892.2

10.3

(0.2)

(a)

Loss

reclassified

from

AOCI

into

earnings

reported

interest,

net

for

interest

rate

swaps

and

cost

sales

and

SG&A

expenses for foreign exchange contracts.

(b)

Loss reclassified from AOCI into earnings is reported in benefit plan non-service

income. Please refer to Note 2.

fiscal

2022,

2021,

and

2020,

except

for

certain

reclassifications

earnings,

changes

in other

comprehensive

income (loss)

were

primarily non-cash items.

Accumulated other comprehensive loss balances, net of tax effects,

were as follows:

In Millions

May 29, 2022

May 30, 2021

Foreign currency translation adjustments

(590.7)

(830.2)

Unrealized loss from hedge derivatives

23.3

(18.5)

Pension, other postretirement, and postemployment benefits:

Net actuarial loss

(1,513.4)

(1,718.4)

Prior service credits

110.3

137.9

Accumulated other comprehensive loss

(1,970.5)

(2,429.2)

NOTE 12. STOCK PLANS

use broad-based stock

plans to help

ensure that management’s

interests are aligned

with those of

our shareholders. As

of May 29,

2022,

a total

20.7

million shares

were available

for grant

in the

form of

stock options,

restricted

stock, restricted

stock units,

and

of unrestricted

stock under

the 2017

Stock Compensation

Plan

(2017

Plan). The

2017

Plan

also provides

for

the issuance

cash-settled

share-based

units, stock

appreciation

rights, and

performance-based

stock awards.

Stock-based

awards now

outstanding

include some granted

under the 2011

stock plan, under which

no further awards may

be granted. The stock

plans provide for potential

accelerated vesting of awards upon retirement, termination, or death of

eligible employees and directors.

Stock Options

The

estimated

fair

values

stock

options

granted

and

the

assumptions

used

for

the

Black-Scholes

option-pricing

model

were

follows:

Fiscal Year

2022

2021

2020

Estimated fair values of stock options granted

8.77

8.03

7.10

Assumptions:

Risk-free interest rate

1.5

0.7

2.0

Expected term

8.5

years

8.5

years

8.5

years

Expected volatility

20.2

19.5

17.4

Dividend yield

3.4

3.3

3.6

We estimate the fair value of each option on the grant date using a Black-Scholes option-pricing model, which requires us to make

predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We

estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of

volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We also have considered, but did

not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than

6 months, is insufficient to provide a reliable measure of expected volatility.

Our

expected

term

represents

the

period

time

that

options

granted

are

expected

outstanding

based

historical

data

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

our Consolidated

Statements of

Cash Flows

as an

operating cash

flow.

Realized

windfall

tax

benefits

and

shortfall

tax

deficiencies

the

exercise

vesting

stock-based

awards

are

recognized

the

Consolidated

Statement

of Earnings.

recognized

windfall tax

benefits

from

stock-based

payments

income

tax expense

in our

Consolidated Statements of Earnings of $

18.4

million in fiscal 2022, $

12.4

million in fiscal 2021, and $

27.3

million in fiscal 2020.

Options may be priced

100

percent or more of

the fair market value on

the date of grant, and

generally vest

four years

after the date

of grant. Options generally expire within

10 years and one month

after the date of grant.

Information on stock option activity follows:

Options

Outstanding

(Thousands)

Weighted-Average

Exercise Price Per

Weighted-Average

Remaining

Contractual Term

(Years)

Aggregate Intrinsic

Value (Millions)

Balance as of May 30, 2021

17,397.5

53.29

5.26

174.4

Granted

1,485.4

60.03

Exercised

(3,564.6)

47.03

Forfeited or expired

(312.8)

55.79

Outstanding as of May 29, 2022

15,005.5

55.39

5.36

217.5

Exercisable as of May 29, 2022

7,960.9

57.10

3.58

101.8

Stock-based compensation

expense related

to stock

option awards

was $

12.1

million in

fiscal 2022,

11.2

million in

fiscal 2021,

and

13.4

million in fiscal 2020.

Net

cash

proceeds

from

the

exercise

stock

options

less

used

for

minimum

withholding

taxes

and

the

intrinsic

value

options exercised were as follows:

Fiscal Year

In Millions

2022

2021

2020

Net cash proceeds

161.7

74.3

263.4

Intrinsic value of options exercised

74.0

44.8

132.9

Restricted Stock, Restricted Stock Units, and Performance Share Units

Stock

and

units

settled

stock

subject

restricted

period

and

purchase

price,

any

(as

determined

the

Compensation

Committee

of the

Board

of Directors),

may

be granted

to key

employees

under the

2017 Plan.

Restricted

stock and

restricted

stock

units generally

vest and become

unrestricted

four years

after the date

of grant. Performance

share units are

earned primarily

based on

our

future

achievement

three-year

goals

for

average

organic

net

sales

growth

and

cumulative

free

cash

flow.

Performance

units

are

settled

common

stock

and

are generally

subject to

three-year

performance

and

vesting

period.

The

sale or

transfer

these awards is

restricted during

the vesting period.

Participants holding restricted

stock, but not

restricted stock

units or performance

share units, are

entitled to vote on

matters submitted to

holders of common

stock for a vote.

These awards accumulate

dividends from

the date of grant, but participants only receive payment if the awards vest.

Information on restricted stock unit and performance share unit activity

follows:

Equity Classified

Liability Classified

Share-Settled Units

(Thousands)

Weighted-Average

Grant-Date Fair

Value

Share-Settled Units

(Thousands)

Weighted-Average

Grant-Date Fair

Value

Non-vested as of May 30, 2021

5,072.8

53.84

97.6

54.26

Granted

1,958.1

60.01

30.9

60.23

Vested

(1,532.9)

52.48

(42.0)

53.95

Forfeited or expired

(344.6)

57.10

(9.2)

57.49

Non-vested as of May 29, 2022

5,153.4

56.37

77.3

56.43

Fiscal Year

2022

2021

2020

Number of units granted (thousands)

1,989.0

1,529.0

1,947.6

Weighted-average

price per unit

60.02

61.24

53.28

The total

grant-date fair

value of

restricted stock

unit awards

that vested

was $

82.7

million in

fiscal 2022

and $

74.4

million in

fiscal

2021.

As of May

29, 2022, unrecognized

compensation expense

related to non-vested

stock options, restricted

stock units, and

performance

share units was $

101.9

million. This expense will be recognized over

18 months

, on average.

Stock-based

compensation

expense

restricted

stock

units

and

performance

units

was

94.2

million

for

fiscal

2022,

78.7

million for fiscal

2021, and $

81.5

million for fiscal

2020. Compensation expense

related to stock-based

payments recognized in

our

Consolidated

Statements

Earnings

includes

amounts

recognized

restructuring,

impairment,

and

other

exit

costs

for

fiscal

2022.

NOTE 13. EARNINGS PER SHARE

Basic and diluted EPS were calculated using the following:

Fiscal Year

In Millions, Except per Share Data

2022

2021

2020

Net earnings attributable to General Mills

2,707.3

2,339.8

2,181.2

Average number

of common shares - basic EPS

607.5

614.1

608.1

Incremental share effect from: (a)

Stock options

2.5

2.7

Restricted stock units and performance share units

2.6

2.5

Average number

of common shares - diluted EPS

612.6

619.1

613.3

Earnings per share — basic

4.46

3.81

3.59

Earnings per share — diluted

4.42

3.78

3.56

Incremental

from

stock

options,

restricted

stock

units,

and

performance

units

are

computed

the

treasury

stock

method. Stock options, restricted stock units, and performance

share units excluded from our computation of diluted

EPS because

they were not dilutive were as follows:

Fiscal Year

In Millions

2022

2021

2020

Anti-dilutive stock options, restricted stock units,

and performance share units

4.4

3.4

8.4

NOTE 14. RETIREMENT BENEFITS AND POSTEMPLOYMENT BENEFITS

Defined Benefit Pension Plans

We have

defined benefit pension plans

covering many employees in the United

States, Canada, Switzerland, and the

United Kingdom.

Benefits for salaried

employees are based

on length of service

and final average

compensation. Benefits for

hourly employees include

various monthly

amounts for each

year of credited

service. Our funding

policy is consistent

with the requirements

of applicable laws.

We made

voluntary contributions to our

principal U.S. plans in fiscal

2022 or fiscal 2021.

We do

not expect to be required

to make

any

contributions

our

principal

U.S.

plans

fiscal

2023.

Our

principal

U.S.

retirement

plan

covering

salaried

employees

has

provision that any excess pension assets would be allocated to active participants

if the plan is terminated within

five years

of a change

in control.

All salaried employees

hired on

or after June 1,

2013, are

eligible for

a retirement program

that does not

include a defined

benefit pension plan.

categories

this

business

segment

include

ready-to-eat

cereals,

refrigerated

yogurt,

soup,

meal

kits,

refrigerated

and

frozen

dough

products,

dessert

and

baking

mixes,

frozen

pizza

and

pizza

snacks,

snack

bars,

fruit

snacks,

savory

snacks,

and

wide

variety

organic products

including ready-to-eat

cereal, frozen

and shelf-stable vegetables,

meal kits, fruit

snacks, snack

bars, and

refrigerated

yogurt.

Our

International

operating

segment

consists

retail

and

foodservice

businesses

outside

the

United

States

and

Canada.

Our

product categories include super-premium

ice cream and frozen desserts, meal kits, salty snacks,

snack bars, dessert and baking mixes,

and

shelf

stable

vegetables.

also

sell

super-premium

ice

cream

and

frozen

desserts

directly

consumers

through

owned

retail

shops. Our

International segment

also includes

products manufactured

in the United

States for

export, mainly

to Caribbean

and Latin

American markets, as well as

products we manufacture

for sale to our international

joint ventures. Revenues from

export activities are

reported in the region or country where the end customer is located.

Our Pet operating segment includes

pet food products sold primarily in the

United States and Canada in national

pet superstore chains,

e-commerce retailers,

grocery stores,

regional pet

store chains,

mass merchandisers,

and veterinary

clinics and

hospitals. Our

product

categories include dog and cat food (dry

foods, wet foods, and treats) made

with whole meats, fruits, vegetables and

other high-quality

natural

ingredients.

Our

tailored

pet

product

offerings

address

specific

dietary,

lifestyle,

and

life-stage

needs

and

span

different

product types, diet types, breed sizes for dogs, lifestages, flavors, product

functions, and textures and cuts for wet foods.

Our

North

America

Foodservice

segment

consists

foodservice

businesses

the

United

States

and

Canada.

Our

major

product

categories

our

North

America

Foodservice

operating

segment

are

ready-to-eat

cereals,

snacks,

refrigerated

yogurt,

frozen

meals,

unbaked and

fully baked

frozen dough products,

baking mixes,

and bakery

flour.

Many products we

sell are branded

to the consumer

and nearly

all are

branded to

our customers.

sell to

distributors and

operators in

many customer

channels including

foodservice,

vending, and supermarket bakeries.

Operating profit

for these

segments excludes

unallocated corporate

items, gain

or loss

on divestitures,

and restructuring,

impairment,

and

other

exit

costs.

Unallocated

corporate

items

include

corporate

overhead

expenses,

variances

planned

North

American

employee

benefits

and

incentives,

certain

charitable

contributions,

restructuring

initiative

project-related

costs,

gains

and

losses

corporate investments,

and other

items that

are not

part of

our measurement

of segment

operating performance.

These include

gains

and

losses

arising

from

the

revaluation

certain

grain

inventories

and

gains

and

losses

from

mark-to-market

valuation

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

segment

profitability

reviewed

executive

management.

Under

our

supply

chain organization, our manufacturing,

warehouse, and distribution activities are substantially integrated

across our operations in order

to maximize

efficiency

and productivity.

As a

result, fixed

assets and

depreciation and

amortization expenses

are neither

maintained

nor available by operating segment.

Our operating segment results were as follows:

Fiscal Year

In Millions

2022

2021

2020

Net sales:

North America Retail

11,572.0

11,250.0

10,978.1

International

3,315.7

3,656.8

3,365.1

Pet

2,259.4

1,732.4

1,694.6

North America Foodservice

1,845.7

1,487.8

1,588.8

Total

18,992.8

18,127.0

17,626.6

Operating profit:

North America Retail

2,699.7

2,725.9

2,708.9

International

232.0

236.6

132.5

Pet

470.6

415.0

390.7

North America Foodservice

255.5

203.3

255.3

Total segment operating

profit

3,657.8

3,580.8

3,487.4

Unallocated corporate items

402.6

212.1

509.1

Divestitures (gain) loss

(194.1)

53.5

Restructuring, impairment, and other exit (recoveries) costs

(26.5)

170.4

24.4

Operating profit

3,475.8

3,144.8

2,953.9

Net sales for our North America Retail operating units were as follows:

Fiscal Year

In Millions

2022

2021

2020

U.S. Meals & Baking Solutions

4,023.8

4,042.2

3,869.3

U.S. Morning Foods

3,370.9

3,314.0

3,292.0

U.S. Snacks

3,191.4

2,940.5

2,919.7

Canada

985.9

953.3

897.1

Total

11,572.0

11,250.0

10,978.1

Net sales by class of similar products were as follows:

Fiscal Year

In Millions

2022

2021

2020

Snacks

3,960.9

3,574.2

3,529.7

Cereal

2,998.1

2,868.9

2,874.1

Convenient meals

2,988.5

3,030.2

2,814.3

Pet

2,260.1

1,732.4

1,694.6

Dough

1,986.3

1,866.1

1,801.1

Baking mixes and ingredients

1,843.6

1,695.5

1,674.2

Yogurt

1,714.9

2,074.8

2,056.6

Super-premium ice cream

782.2

819.7

718.1

Other

458.2

465.2

463.9

Total

18,992.8

18,127.0

17,626.6

The following tables provide financial information by geographic area:

Fiscal Year

In Millions

2022

2021

2020

Net sales:

United States

14,691.2

13,496.9

13,364.5

Non-United States

4,301.6

4,630.1

4,262.1

Total

18,992.8

18,127.0

17,626.6

In Millions

May 29, 2022

May 30, 2021

Cash and cash equivalents:

United States

46.0

817.9

Non-United States

523.4

687.3

Total

569.4

1,505.2

In Millions

May 29, 2022

May 30, 2021

Land, buildings, and equipment:

United States

2,675.2

2,714.7

Non-United States

718.6

892.1

Total

3,393.8

3,606.8

NOTE 18. SUPPLEMENTAL

INFORMATION

The components of certain Consolidated Balance Sheet accounts are as follows:

In Millions

May 29, 2022

May 30, 2021

Receivables:

Customers

1,720.4

1,674.5

Less allowance for doubtful accounts

(28.3)

(36.0)

Total

1,692.1

1,638.5

In Millions

May 29, 2022

May 30, 2021

Inventories:

Finished goods

1,634.7

1,506.9

Raw materials and packaging

532.0

411.9

Grain

164.0

111.2

Excess of FIFO over LIFO cost (a)

(463.4)

(209.5)

Total

1,867.3

1,820.5

(a)

Inventories

1,127.1

million

May

29,

2022,

and

1,139.7

million

May

30,

2021,

were

valued

LIFO.

The

difference between replacement

cost and the stated LIFO

inventory value is not materially

different from the

reserve for the LIFO

valuation method.

In Millions

May 29, 2022

May 30, 2021

Prepaid expenses and other current assets:

Marketable investments

249.8

360.0

Prepaid expenses

213.5

221.7

Other receivables

182.8

139.1

Derivative receivables

86.1

37.5

Grain contracts

28.7

12.0

Miscellaneous

41.2

20.0

Total

802.1

790.3

In Millions

May 29, 2022

May 30, 2021

Assets held for sale:

Goodwill

130.0

Inventories

22.9

Equipment

6.0

Total

158.9

In Millions

May 29, 2022

May 30, 2021

Land, buildings, and equipment:

Equipment

6,491.7

6,732.7

Buildings

2,444.8

2,542.7

Capitalized software

717.8

718.5

Construction in progress

492.8

395.7

Land

55.1

67.4

Equipment under finance lease

7.8

Buildings under finance lease

0.3

Total land, buildings,

and equipment

10,210.3

10,465.1

Less accumulated depreciation

(6,816.5)

(6,858.3)

Total

3,393.8

3,606.8

In Millions

May 29, 2022

May 30, 2021

Other assets:

Investments in and advances to joint ventures

513.8

566.4

Right of use operating lease assets

336.8

378.6

Pension assets

52.6

30.0

Life insurance

17.5

18.6

Miscellaneous

307.4

274.0

Total

1,228.1

1,267.6

In Millions

May 29, 2022

May 30, 2021

Other current liabilities:

Accrued trade and consumer promotions

474.4

580.9

Accrued payroll

435.6

434.4

Current portion of operating lease liabilities

106.7

111.2

Accrued interest, including interest rate swaps

70.1

80.0

Restructuring and other exit costs reserve

36.8

148.8

Accrued taxes

31.4

37.4

Dividends payable

25.3

24.1

Derivative payable, primarily commodity-related

19.9

39.2

Grain contracts

3.0

0.9

Miscellaneous

348.8

330.3

Total

1,552.0

1,787.2

In Millions

May 29, 2022

May 30, 2021

Other non-current liabilities:

Accrued compensation and benefits, including obligations for underfunded

other

postretirement benefit and postemployment benefit plans

360.8

707.7

Non-current portion of operating lease liabilities

248.3

283.2

Accrued taxes

233.0

215.6

Miscellaneous

87.0

86.2

Total

929.1

1,292.7

Certain Consolidated Statements of Earnings amounts are as follows:

Fiscal Year

In Millions

2022

2021

2020

Depreciation and amortization

570.3

601.3

594.7

Research and development expense

243.1

239.3

224.4

Advertising and media expense (including production and

communication costs)

690.1

736.3

691.8

The components of interest, net are as follows:

Fiscal Year

Expense (Income), in Millions

2022

2021

2020

Interest expense

387.2

430.9

475.1

Capitalized interest

(3.8)

(3.2)

(2.6)

Interest income

(3.8)

(7.4)

(6.0)

Interest, net

379.6

420.3

466.5

Certain Consolidated Statements of Cash Flows amounts are as follows:

Fiscal Year

In Millions

2022

2021

2020

Cash interest payments

357.8

412.5

418.5

Cash paid for income taxes

545.3

636.1

403.3

NOTE 19. QUARTERLY

DATA

(UNAUDITED)

Summarized quarterly data for fiscal 2022 and fiscal 2021 follows:

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Fiscal Year

In Millions, Except Per

Share Amounts

2022

2021

2022

2021

2022

2021

2022

2021

Net sales

4,539.9

4,364.0

5,024.0

4,719.4

4,537.7

4,520.0

4,891.2

4,523.6

Gross margin

1,597.4

1,590.4

1,631.2

1,721.1

1,403.7

1,553.9

1,769.9

1,582.9

Net earnings attributable to

General Mills

627.0

638.9

597.2

688.4

660.3

595.7

822.8

416.8

EPS:

Basic

1.03

1.04

0.98

1.12

1.09

0.97

1.36

0.68

Diluted

1.02

1.03

0.97

1.11

1.08

0.96

1.35

0.68

In the fourth

quarter of fiscal

2022, we recorded

an additional gain

on the sale

of our interests

in Yoplait

SAS, Yoplait

Marques SNC

and Liberté

Marques Sàrl

of $

14.9

million and

an additional

gain on

the sale

of our

European dough

businesses of

9.2

million. We

also recorded

16.0

million of

transaction costs

primarily

related to

the sale

of our

interests in

Yoplait

SAS, Yoplait

Marques SNC,

and

Liberté

Marques

Sàrl,

the sale

our

European

dough

businesses,

the

definitive

agreements

sell our

Helper

main meals

and

Suddenly

Salad

side

dishes

business,

and

the

definitive

agreement

acquire

TNT

Crust.

also

recorded

34.0

million

loss

associated with the

valuation of a corporate

investment. In addition,

we recorded a $

34.0

million reduction related

to our restructuring

reserve.

the

fourth

quarter

fiscal

2021,

approved

restructuring

actions

designed

better

align

our

organizational

structure

and

resources with

strategic initiatives

and recorded

157.3

million of

charges. We

recorded a

loss on

the sale

of our

Laticínios Carolina

business in Brazil of $

53.5

million in the fourth quarter of fiscal 2021.

In the fourth quarter of fiscal 2021,

we recorded $

9.5

million of

transaction

costs

our

non-binding

memorandum

understanding

sell

our

interests

Yoplait

SAS,

Yoplait

Marques

SNC, and

Liberté

Marques

Sàrl and

our planned

acquisition

of Tyson

Foods’ pet

treats business.

also

recorded

an $

8.8

million

gain

related to

indirect taxes

in Brazil

and an

11.2

million loss

to deferred

taxes on

amendments

to reorganize

certain

U.S.

retiree health and welfare benefit plans.

Glossary

AOCI.

Accumulated other comprehensive income (loss).

Adjusted diluted EPS.

Diluted EPS adjusted for certain items affecting year-to-year

comparability.

Adjusted

EBITDA.

The

calculation

earnings

before

income

taxes

and

after-tax

earnings

from

joint

ventures,

net

interest,

and

depreciation and amortization adjusted for certain items affecting

year-to-year comparability.

Adjusted operating profit.

Operating profit adjusted for certain items affecting year-to-year

comparability.

Adjusted

operating

profit

margin.

Operating

profit

adjusted

for

certain

items

affecting

year-to-year

comparability,

divided by

net

sales.

Constant currency.

Financial results

translated to

United States

dollars using

constant foreign

currency exchange

rates based

on the

rates

effect

for

the

comparable

prior-year

period

present

this

information,

current

period

results

for

entities

reporting

currencies other

than United

States dollars

are translated

into United

States dollars

at the

average exchange

rates in

effect during

the

corresponding

period

the

prior

fiscal

year,

rather

than

the

actual

average

exchange

rates

effect

during

the

current

fiscal

year

Therefore,

the

foreign

currency

impact

equal

current

year

results

local

currencies

multiplied

the

change

the

average

foreign currency exchange rate between the current fiscal period and the corresponding

period of the prior fiscal year.

Core working capital.

Accounts receivable plus inventories less accounts payable, all as of the last day of our fiscal

year.

COVID-19.

Coronavirus disease (COVID-19)

is an infectious

disease caused by

a newly discovered

coronavirus

In March 2020,

the

World Health

Organization declared COVID-19 a global pandemic.

Derivatives.

Financial instruments such

as futures, swaps,

options, and forward

contracts that we

use to manage

our risk arising

from

changes in commodity prices, interest rates, foreign exchange rates, and

equity prices.

Earnings

before

interest,

taxes,

depreciation

and

amortization

(EBITDA

)

The

calculation

of earnings

before

income taxes

and

after-tax earnings from joint ventures, net interest, depreciation

and amortization.

Euribor.

European Interbank Offered Rate.

Fair value

hierarchy.

For purposes

of fair

value measurement,

we categorize

assets and

liabilities into

one of

three levels

based on

the assumptions

(inputs) used

in valuing

the asset or

liability

Level 1 provides

the most reliable

measure of

fair value, while

Level 3

generally requires significant management judgment

The three levels are defined as follows:

Level 1:

Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2:

Observable inputs

other than quoted

prices included in

Level 1, such

as quoted prices

for similar assets

or liabilities

in active markets or quoted prices for identical

assets or liabilities in inactive markets.

Level 3:

Unobservable inputs reflecting management’s

assumptions about the inputs used in pricing the asset or liability.

Free cash flow.

Net cash provided by operating activities less purchases of land, buildings, and equipment

Free

cash

flow

conversion

rate.

Free

cash

flow

divided

our

net

earnings,

including

earnings

attributable

redeemable

and

noncontrolling interests adjusted for certain items affecting year-to-year

comparability.

Generally

accepted accounting

principles (GAAP).

Guidelines, procedures,

and practices

that we

are required

to use

in recording

and reporting accounting information in our financial statements.

Goodwill.

The difference

between the purchase

price of acquired

companies plus the fair

value of any redeemable

and noncontrolling

interests and the related fair values of net assets acquired.

Gross margin.

Net sales less cost of sales.

Hedge accounting.

Accounting for qualifying

hedges that allows changes in

a hedging instrument’s

fair value to offset

corresponding

changes in

the hedged

item in

the same

reporting period

Hedge accounting

is permitted

for certain

hedging instruments

and hedged

items

only

the

hedging

relationship

highly

effective,

and

only

prospectively

from

the

date

hedging

relationship

formally

documented.

Holistic Margin Management

(HMM).

Company-wide initiative to

use productivity savings, mix

management,

and price realization

to offset input cost inflation, protect margins

and generate funds to reinvest in sales-generating activities.

Interest

bearing

instruments.

Notes

payable,

long-term

debt,

including

current

portion,

cash

and

cash

equivalents,

and

certain

interest bearing investments classified within prepaid expenses and other current

assets and other assets.

LIBOR.

London Interbank Offered Rate.

Mark-to-market.

The act of determining a value for

financial instruments, commodity contracts, and

related assets or liabilities based

on the current market price for that item.

Net debt.

Long-term debt, current portion of long-term debt, and notes payable,

less cash and cash equivalents.

Net debt-to-adjusted EBITDA ratio.

Net debt divided by Adjusted EBITDA.

Net

mark-to-market

valuation of

certain

commodity

positions.

Realized

and

unrealized

gains

and

losses on

derivative

contracts

that will be allocated to segment operating profit when the exposure we are hedging

affects earnings.

Net price realization.

The impact of list and promoted price changes, net of trade and other price

promotion costs.

Net realizable

value.

The estimated

selling price

in the

ordinary course

of business,

less reasonably

predictable costs

of completion,

disposal, and transportation.

Noncontrolling interests.

Interests of consolidated subsidiaries held by third parties.

Notional principal amount.

The principal amount on which fixed-rate or floating-rate interest payments

are calculated.

OCI.

Other comprehensive income (loss).

Operating

cash

flow

conversion

rate.

Net

cash

provided

operating

activities,

divided

net

earnings,

including

earnings

attributable to redeemable and noncontrolling interests.

Operating cash flow to net debt ratio.

Net debt divided by cash provided by operating activities.

Organic net

sales growth.

Net sales growth

adjusted for

foreign currency

translation, as

well as

acquisitions, divestitures,

and a

week impact, when applicable.

Project-related costs.

Costs incurred related to our restructuring initiatives not included in restructuring

charges.

Redeemable

interest.

Interest

consolidated

subsidiaries

held

third

party

that

can

redeemed

outside

our

control

and

therefore cannot be classified as a noncontrolling interest in equity.

Reporting unit.

An operating segment or a business one level below an operating

segment.

Strategic

Revenue

Management

(SRM).

company-wide

capability

focused

generating

sustainable

benefits

from

net

price

realization

and

mix

identifying

and

executing

against

specific

opportunities

apply

tools

including

pricing,

sizing,

mix

management, and promotion optimization across each of our businesses.

Supply chain

input costs.

Costs incurred

to produce

and deliver

product,

including costs

for

ingredients

and

conversion, inventory

management, logistics, and warehousing.

Total

debt.

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

Translation

adjustments.

The impact

of the conversion

of our foreign

affiliates’ financial

statements to United

States dollars

for the

purpose of consolidating our financial statements.

Variable

interest

entities (VIEs).

A legal

structure

that is

used for

business purposes

that either

(1) does

not have

equity investors

that have voting

rights and share in

all the entity’s

profits and losses or

(2) has equity

investors that do not

provide sufficient financial

resources to support the entity’s activities.

Working capital.

Current assets and current liabilities, all as of the last day of our fiscal year.

ITEM 9 - Changes in and Disagreements With

Accountants on Accounting and Financial Disclosure

None.

ITEM 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

the design

and

operation

our

disclosure

controls

and

procedures

(as

defined

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,

2022, our disclosure

controls and procedures

were effective

to ensure that information

required to be disclosed

by us in

reports

that

file

submit

under

the

1934

Act

(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, 2022, 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

General

Mills,

Inc.

responsible

for

establishing

and

maintaining

adequate

internal

control

over

financial

reporting,

such

term

defined

Rule

13a-15(f)

under

the

1934

Act.

The

Company’s

internal

control

system

was

designed

provide

reasonable

assurance

our

management

and

the

Board

Directors

regarding

the

preparation

and

fair

presentation

published

financial

statements.

Under

the

supervision

and

with

the

participation

management,

including

our

Chief

Executive

Officer and Chief Financial Officer,

we conducted an assessment of the effectiveness

of our internal control over financial reporting

of May 29, 2022. 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 (2013)

Based

our

assessment

using

the

criteria

set

forth

COSO

Internal

Control

–

Integrated

Framework

(2013)

management

concluded that our internal control over financial reporting was effective

as of May 29, 2022.

KPMG

LLP,

our

independent

registered

public

accounting

firm,

has

issued

report

on the

effectiveness

the Company’s

internal

control over financial reporting.

/s/ J. L. Harmening

/s/ K. A. Bruce

J. L. Harmening

K. A. Bruce

Chief Executive Officer

Chief Financial Officer

June 29, 2022

Our independent registered public accounting firm’s

attestation report on our internal control over financial reporting is included

in the

“Report of Independent Registered Public Accounting Firm” in Item

8 of this report.

ITEM 9B - Other Information

None.

ITEM 9C - Disclosure Regarding Foreign Jurisdictions that

Prevent Inspections

Not applicable.

PART

III

ITEM 10 - Directors, Executive Officers and Corporate

Governance

The

information

contained

the

sections

entitled

“Proposal

Number

Election

Directors”

and

“Shareholder

Director

Nominations”

contained

our

definitive

Proxy

Statement

for

our

2022

Annual

Meeting

Shareholders

incorporated

herein

reference.

Information regarding our executive officers is set forth in

Item 1 of this report.

The

information

regarding

our

Audit

Committee,

including

the

members

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

2022 Annual Meeting of Shareholders is incorporated herein by reference.

have adopted a

Code of Conduct

applicable to all employees,

including our principal

executive officer,

principal financial officer,

and

principal

accounting

officer.

copy

the

Code

of Conduct

available

our

website

https://www.general

mills.com.

intend

post

our

website

any

amendments

our

Code

Conduct

and

any

waivers

from

our

Code

Conduct

for

principal

officers.

ITEM 11 - Executive Compensation

The

information

contained

the

sections

entitled

“Executive

Compensation,”

“Director

Compensation,”

and

“Overseeing

Risk

Management” in our definitive Proxy Statement for our 2022 Annual

Meeting of Shareholders is incorporated herein by reference.

ITEM 12 - Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters

The

information

contained

the

sections

entitled

“Ownership

General

Mills

Common

Stock

Directors,

Officers

and

Certain

Beneficial Owners”

and “Equity

Compensation Plan

Information” in

our definitive

Proxy Statement

for our

2022 Annual

Meeting of

Shareholders is incorporated herein by reference.

ITEM 13 - Certain Relationships and Related Transactions,

and Director Independence

The

information

set forth

in the

section

entitled “Board

Independence

and Related

Person

Transactions”

contained

in our

definitive

Proxy Statement for our 2022 Annual Meeting of Shareholders is incorporated

herein by reference.

ITEM 14 - Principal Accounting Fees and Services

The

information

contained

the

section

entitled

“Independent

Registered

Public

Accounting

Firm

Fees”

our

definitive

Proxy

Statement for our 2022 Annual Meeting of Shareholders is incorporated herein

by reference.

PART

ITEM 15 – Exhibits and 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, 2022, May 30,

2021, and May 31, 2020.

Consolidated

Statements

Comprehensive

Income

for

the

fiscal

years

ended

May

29,

2022,

May

30,

2021,

and

May

31,

2020.

Consolidated Balance Sheets as of May 29, 2022 and May 30, 2021.

Consolidated Statements of Cash Flows for the fiscal years ended May 29, 2022,

May 30, 2021, and May 31, 2020.

Consolidated

Statements of

Total

Equity

and Redeemable

Interest for

the fiscal

years ended

May 29,

2022, May

30, 2021,

and May 31, 2020.

Notes to Consolidated Financial Statements.

Report of Management Responsibilities.

Report of Independent Registered Public Accounting Firm. PCAOB ID:

185

Financial Statement Schedule:

For the fiscal years ended May 29, 2022, May 30, 2021, and May 31, 2020:

II – Valuation

and Qualifying Accounts

Exhibits

Exhibit No.

Description

3.1

Amended

and

Restated

Certificate

Incorporation

the

Company

(incorporated

herein

reference to Exhibit 3.1 to the Company’s

Current Report on Form 8-K filed October 1, 2021).

3.2

By-laws

the

Company

(incorporated

herein

reference

Exhibit

3.1

the

Company’s

Current Report on Form 8-K filed January 28, 2022).

4.1

Indenture,

dated

February

1996,

between

the

Company

and

U.S.

Bank

National

Association

(f/k/a

First

Trust

Illinois,

National

Association)

(incorporated

herein

reference to

Exhibit 4.1

to the

Company’s

Registration Statement

on Form

S-3 filed

February

6, 1996 (File no. 333-00745)).

4.2

First Supplemental

Indenture, dated as

of May 18,

2009, between the

Company and U.S.

Bank

National

Association

(incorporated

herein

reference

Exhibit

4.2

Registrant’s

Annual

Report on Form 10-K for the fiscal year ended May 31, 2009).

4.3

Description of the Company’s registered

securities.

10.1

2001

Compensation

Plan

for

Non-Employee

Directors

(incorporated

herein

reference

Exhibit

10.2

the

Company’s

Quarterly

Report

Form

10-Q

for

the

fiscal

quarter

ended

August 29, 2010).

10.2

2006 Compensation Plan for Non-Employee Directors (incorporated

herein by reference to

Exhibit 10.5 to the Company’s Quarterly

Report on Form 10-Q for the fiscal quarter ended

August 29, 2010).

10.3

2011

Stock

Compensation

Plan

(incorporated

herein

reference

Exhibit

10.6

the

Company’s Annual Report

on Form 10-K for the fiscal year ended May 31, 2015).

10.4

2011 Compensation Plan for Non-Employee

Directors (incorporated herein by reference to

Exhibit 10.2 to the Company’s Quarterly

Report on Form 10-Q for the fiscal quarter ended

November 27, 2011).

10.5

2016

Compensation

Plan

for

Non-Employee

Directors

(incorporated

herein

reference

Exhibit

10.1

the

Company’s

Quarterly

Report

Form

10-Q

for

the

fiscal

quarter

ended

November 27, 2016).

10.6

Executive

Incentive

Plan

(incorporated

herein

by reference

Exhibit

10.1

the

Company’s

Quarterly Report on Form 10-Q for the fiscal quarter ended November

28, 2010).

10.7

Separation Pay

and Benefits

Program for

Officers (incorporated

herein by

reference to

Exhibit

10.1

to the

Company’s

Quarterly

Report

Form

10-Q

for the

fiscal

quarter

ended February

23, 2020).

10.8

Supplemental Savings Plan (incorporated

herein by reference to Exhibit

10.4 to the Company’s

Quarterly Report on Form 10-Q for the fiscal quarter ended February

28, 2021).

10.9

Supplemental

Retirement

Plan

(Grandfathered)

(incorporated

herein

reference

Exhibit

10.1

to the

Company’s

Quarterly

Report

Form

10-Q

for the

fiscal

quarter

ended February

28, 2021).

10.10

2005

Supplemental

Retirement

Plan

(incorporated

herein

reference

Exhibit

10.3

the

Company’s Quarterly Report on

Form 10-Q for the fiscal quarter ended February 28, 2021).

10.11

Deferred

Compensation

Plan

(Grandfathered)

(incorporated

herein

reference

Exhibit

10.14 to

the Company’s

Quarterly Report

on Form

10-Q for

the fiscal

quarter ended

February

22, 2009).

10.12

2005

Deferred

Compensation

Plan

(incorporated

herein

reference

Exhibit

10.5

the

Company’s Quarterly Report on

Form 10-Q for the fiscal quarter ended February 28, 2021).

10.13

Executive

Survivor

Income

Plan

(incorporated

herein

reference

Exhibit

10.6

the

Company’s Annual Report

on Form 10-K for the fiscal year ended May 29, 2005).

10.14

Supplemental

Benefits

Trust

Agreement,

amended

and

restated

September

26,

1988,

between the Company and

Norwest Bank Minnesota, N.A. (incorporated

herein by reference to

Exhibit

10.3

the

Company’s

Quarterly

Report

Form

10-Q

for

the

fiscal

quarter

ended

November 27, 2011).

10.15

Supplemental Benefits Trust

Agreement, dated September 26,

1988, between the Company and

Norwest

Bank

Minnesota,

N.A.

(incorporated

herein

reference

Exhibit

10.4

the

Company’s Quarterly Report on

Form 10-Q for the fiscal quarter ended November 27, 2011).

10.16

Form

Performance

Unit

Award

Agreement

(incorporated

herein

reference

Exhibit

10.18

the Company’s

Annual

Report

Form

10-K

for

the fiscal

year

ended May

27, 2018).

10.17

Form

Stock

Option

Agreement

(incorporated

herein

reference

Exhibit

10.19

the

Company’s Annual Report

on Form 10-K for the fiscal year ended May 27, 2018).

10.18

Form of Restricted Stock

Unit Agreement (incorporated

herein by reference to Exhibit

10.20 to

the Company’s Annual Report on

Form 10-K for the fiscal year ended May 27, 2018).

10.19

Deferred Compensation

Plan for Non-Employee

Directors (incorporated

herein by reference

Exhibit

10.1

the

Company’s

Quarterly

Report

Form

10-Q

for

the

fiscal

quarter

ended

November 26, 2017).

10.20

2017

Stock

Compensation

Plan

(incorporated

herein

reference

Exhibit

10.2

the

Company’s Quarterly Report on

Form 10-Q for the fiscal quarter ended November 26, 2017).

10.21

Supplemental

Retirement

Plan

(Grandfathered)

(incorporated

herein

reference

Exhibit

10.2

to the

Company’s

Quarterly

Report

Form

10-Q

for the

fiscal

quarter

ended February

28, 2021).

10.22

Supplemental

Retirement

Plan

(incorporated

herein

reference

Exhibit

10.6

the

Company’s Quarterly Report on

Form 10-Q for the fiscal quarter ended

February 28, 2021).

10.23

Agreements,

dated

November

29,

1989,

and

between

the

Company

and

Nestle

S.A.

(incorporated

herein by

reference

to Exhibit

10.15 to

the Company’s

Annual Report

on Form

10-K for the fiscal year ended May 28, 2000).

10.24

Protocol

Cereal

Partners

Worldwide,

dated

November

21,

1989,

and

Addendum

No.

Protocol, dated

February 9,

1990, between

the Company

and Nestle

S.A. (incorporated

herein

reference

Exhibit

10.16

the

Company’s

Annual

Report

Form

10-K

for

the

fiscal

year ended May 27, 2001).

10.25

Addendum

No.

the

Protocol

Cereal

Partners

Worldwide,

dated

March

16,

1993,

between the Company and Nestle S.A. (incorporated herein by

reference to Exhibit 10.18 to the

Company’s Annual Report

on Form 10-K for the fiscal year ended May 30, 2004).

10.26

Addendum No. 3 to the Protocol of Cereal Partners Worldwide,

effective as of March 15, 1993,

between the

Company and

Nestle S.A. (incorporated

herein by reference

to Exhibit 10.2

to the

Company’s Annual Report

on Form 10-K for the fiscal year ended

May 28, 2000).

10.27

Addendum

No.

effective

August

1998,

and

Addendum

No.

effective

April

2000,

the

Protocol

Cereal

Partners

Worldwide

between

the

Company

and

Nestle

S.A.

(incorporated

herein by

reference

to Exhibit

10.26 to

the Company’s

Annual Report

on Form

10-K for the fiscal year ended May 31, 2009).

10.28

Addendum

No.

the

Protocol

Cereal

Partners

Worldwide,

effective

January

2010,

among the

Company,

Nestle S.A.,

and CPW

S.A. (incorporated

herein by

reference to

Exhibit

10.1

to the

Company’s

Quarterly

Report

Form

10-Q

for the

fiscal

quarter

ended February

28, 2010).

10.29

Addendum

No.

the

Protocol

Cereal

Partners

Worldwide,

effective

July

17,

2012,

among the

Company,

Nestle S.A.,

and CPW

S.A. (incorporated

herein by

reference to

Exhibit

10.1 to the

Company’s

Quarterly Report

on Form 10-Q

for the fiscal

quarter ended August

26,

2012).

10.30

Five-Year

Credit

Agreement,

dated

April

12,

2021,

among

the

Company,

the

several

financial institutions

from time

to time

party to

the agreement,

and Bank

of America,

N.A., as

Administrative

Agent

(incorporated

herein

reference

Exhibit

the

Company’s

Current Report on Form 8-K filed April 15, 2021).

21.1

Subsidiaries of the Company.

23.1

Consent of Independent Registered Public Accounting Firm.

31.1

Certification of

Chief Executive

Officer pursuant

to Section

302 of

the Sarbanes-Oxley

Act of

2002.

31.2

Certification of

Chief Financial

Officer

pursuant to

Section 302

of the

Sarbanes-Oxley

Act of

2002.

32.1

Certification of

Chief Executive

Officer pursuant

to Section

906 of

the Sarbanes-Oxley

Act of

2002.

32.2

Certification of

Chief Financial

Officer

pursuant to

Section 906

of the

Sarbanes-Oxley

Act of

2002.

101

The following

materials from

the Company’s

Annual Report

on Form

10-K for

the fiscal

year

ended

May

29,

2022

formatted

Inline

Extensible

Business

Reporting

Language:

(i)

the

Consolidated

Balance

Sheets;

(ii)

the

Consolidated

Statements

Earnings;

(iii)

the

Consolidated Statements

of Comprehensive

Income; (iv)

the Consolidated

Statements of

Total

Equity and Redeemable Interest; (v)

the Consolidated Statements of Cash

Flows; (vi) the Notes

Consolidated

Financial

Statements;

and

(vii)

Schedule

–

Valuation

Qualifying

Accounts.

104

Cover

Page,

formatted

Inline

Extensible

Business

Reporting

Language

and

contained

Exhibit 101.

_____________

Management contract or compensatory plan or arrangement required

to be filed as an exhibit pursuant to Item 15 of Form

10-K.

Confidential information has been omitted from the exhibit and filed

separately with the SEC pursuant to Rule 24b-2 of the

Securities Exchange Act of 1934.

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.

ITEM 16 - Form 10-K Summary

Not Applicable.

Signatures

Pursuant to

the requirements of

Section 13 or

15(d) of the

Securities Exchange

Act of 1934,

the registrant has

duly caused this

report

to be signed on its behalf by the undersigned, thereunto duly authorized.

GENERAL MILLS, INC.

Date:

June 29, 2022

/s/ Mark A. Pallot

Name:

Mark A. Pallot

Title:

Vice President, Chief Accounting

Officer

Pursuant to

the requirements

of the

Securities Exchange

Act of

1934, this

report has

been signed

below by

the following

persons on

behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Jeffrey L Harmening

Jeffrey L. Harmening

Chairman of the Board, Chief Executive Officer,

and Director

(Principal Executive Officer)

June 29, 2022

/s/ Kofi A. Bruce

Kofi A. Bruce

Chief Financial Officer

(Principal Financial Officer)

June 29, 2022

/s/ Mark A. Pallot

Mark A. Pallot

Vice President, Chief Accounting

Officer

(Principal Accounting Officer)

June 29, 2022

/s/ R. Kerry Clark

R. Kerry Clark

Director

June 29, 2022

/s/ David M. Cordani

David M. Cordani

Director

June 29, 2022

Director

June 29, 2022

C. Kim Goodwin

/s/ Maria G. Henry

Maria G. Henry

Director

June 29, 2022

/s/ Jo Ann Jenkins

Jo Ann Jenkins

Director

June 29, 2022

/s/ Elizabeth C. Lempres

Elizabeth C. Lempres

Director

June 29, 2022

/s/ Diane L. Neal

Diane L. Neal

Director

June 29, 2022

/s/ Steve Odland

Steve Odland

Director

June 29, 2022

/s/ Maria A. Sastre

Maria A. Sastre

Director

June 29, 2022

/s/ Eric D. Sprunk

Eric D. Sprunk

Director

June 29, 2022

/s/ Jorge A. Uribe

Jorge A. Uribe

Director

June 29, 2022

General Mills, Inc. and Subsidiaries

Schedule II - Valuation

of Qualifying Accounts

Fiscal Year

In Millions

2022

2021

2020

Allowance for doubtful accounts:

Balance at beginning of year

36.0

33.2

28.8

Additions charged to expense

23.0

25.7

25.9

Bad debt write-offs

(26.4)

(29.9)

(22.9)

Other adjustments and reclassifications

(4.3)

7.0

1.4

Balance at end of year

28.3

36.0

33.2

Valuation

allowance for deferred tax assets:

Balance at beginning of year

229.2

214.2

213.7

(Benefits) additions charged to expense

(41.6)

9.1

4.2

Adjustments due to acquisitions, translation of amounts, and other

(2.5)

5.9

(3.7)

Balance at end of year

185.1

229.2

214.2

Reserve for restructuring and other exit charges:

Balance at beginning of year

148.8

17.8

36.5

Additions charged to expense, including translation amounts

3.4

143.9

(2.5)

Reserve adjustment

(34.0)

Net amounts utilized for restructuring activities

(81.4)

(12.9)

(16.2)

Balance at end of year

36.8

148.8

17.8

Reserve for LIFO valuation:

Balance at beginning of year

209.5

202.1

213.5

Increase (decrease)

253.9

7.4

(11.4)

Balance at end of year

463.4

209.5

202.1

General Mills - 10-K annual report 2022

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