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10-K

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 28, 2023

☐

TRANSITION REPORT PURSUANT

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

OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________

Commission file number:

001-01185

________________

GENERAL MILLS, INC.

(Exact name of registrant as specified in its charter)

Delaware

41-0274440

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

Number One General Mills Boulevard

Minneapolis

Minnesota

55426

(Address of principal executive offices)

(Zip Code)

(763)

764-7600

(Registrant’s telephone number,

including area code)

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, $.10 par value

GIS

New York Stock Exchange

0.125% Notes due 2025

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

3.907% Notes due 2029

GIS29

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.

☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check

mark whether the financial statements of the

registrant included in the filing reflect the correction of an error to previously

issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements

that required a recovery analysis of incentive-based

compensation received by any of the registrant’s

executive officers during the relevant recovery period pursuant

to § 240.10D-1(b).

☐

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 $82.97

per share

reported on

the New

York

Stock Exchange

on November

27, 2022

(the last

business day

of the

registrant’s

most recently

completed

second fiscal quarter): $

48,920

million.

Number

Common

Stock

outstanding

June

14,

2023:

585,182,745

(excluding

169,430,583

held

the

treasury).

DOCUMENTS INCORPORATED

BY REFERENCE

Portions of the registrant’s Proxy

Statement for its 2023 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

Item 9C

Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

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 Accountant 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,

have

percent

interests

two

strategic

joint

ventures

that

manufacture

and

market

food

products

sold

approximately

130

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,

meat,

vegetable

oils,

sugar,

vegetables,

fruits,

nuts,

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,

war,

and

changes

governmental

agricultural

and

energy

policies

and

regulations.

believe

that

will

able

obtain

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

price

levels

that

allow

targeted

profit

margin.

Since

these

inputs

generally

represent

the

largest

variable

cost

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

Fruit by

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 El

Paso

Pillsbury

Progresso

Raisin Nut

Bran

Total

Top

Chews

Naturals,

Totino’s

Trix

True

Chews,

Wanchai

Ferry

Wheaties

Wilderness

and

Yoki

protect

these

trademarks

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

28,

2023,

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

28,

2023,

had

approximately

34,000

employees

around

the

globe,

with

approximately

16,000

the

U.S.

and

approximately 18,000

located in our

markets outside

of the U.S.

Our workforce

is divided

between approximately

13,000 employees

dedicated to the production of our products and approximately 21,

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

47 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 28, 2023.

Kofi A. Bruce

, age 53, 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

55, 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

56, 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

2018. Mr. Harmening is a director of

The Toro Company.

Dana

McNabb

age

47,

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

59,

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 53,

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

59,

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 50,

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,

Bethany

Quam

age

52,

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.

Lanette Shaffer Werner

, age 52, is Chief Innovation, Technical

and Quality Officer.

Ms. Shaffer Werner

joined General Mills in 1995

and held various R&D roles

in Frozen Desserts and

Pillsbury before serving

as Director of One Global

Dairy and Sr.

Director for One

Global Cereal.

In July

2021, Ms.

Shaffer

Werner

was named

as Vice

President, Innovation,

Technical

and Quality,

Meals &

Baking

Solutions.

She was named to her present position in June 2023.

Sean

Walker

age

57,

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.

Jacqueline

Williams-Roll

age

54,

Chief

Human

Resources

Officer.

Ms.

Williams-Roll

joined

General

Mills

1995.

this

capacity,

she

also

has

responsibility

for

Corporate

Communications.

She

held

human

resources

leadership

roles

Supply

Chain,

Finance, Marketing, and Organization Effectiveness,

and has 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

2013.

She

was

named

her

present

position

2014.

Prior

joining

General

Mills,

she

held

sales

and

management roles with Jenny Craig International.

Karen Wilson

Thissen

, age

56, 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).

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

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

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 2023,

Walmart

accounted for 21

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, war (including international

sanctions imposed on Russia for its invasion of Ukraine),

and changes in governmental

agricultural and

energy policies

and regulations.

Commodity prices

have become,

and may continue

to be, more

volatile. Commodity

price

changes

may

result

unexpected

increases

raw

material,

packaging,

energy,

and

transportation

costs.

are

unable

increase productivity

to offset

these increased

costs or

increase our

prices, we

may experience

reduced margins

and profitability.

do not fully

hedge against changes

in commodity prices,

and the risk management

procedures that we

do use may

not always work

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,

war,

governmental

restrictions

mandates,

labor

shortages,

strikes,

import/export

restrictions,

other

factors

could

impair

our

ability to

manufacture or

sell our

products. Many

of our

product lines

are manufactured

at a

single location

or sourced

from a

single

supplier.

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,

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 to supply

products to our

customers and

could materially

and adversely

affect our

sales, financial

condition, and

results of

operations. Failure

to take

adequate

steps

mitigate

the

likelihood

potential

impact

such

events,

effectively

manage

such

events

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

2023, 19

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.

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 reduce

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

may

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,

which may result in

volatility in both

gross margin and

net earnings. These gains

and losses are reported

in cost of

sales in

our

Consolidated

Statements

Earnings

and in

unallocated

corporate

items outside

our

segment

operating

results until

utilize

the

underlying

input

our

manufacturing

process,

which

time

the

gains

and

losses

are

reclassified

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

28,

2023,

had

total

debt

and

noncontrolling

interests

$12.0

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 if

the ratings assigned to our debt securities by rating organizations

were revised downward; and

●

flexibility to

adjust to

changing business

and market

conditions and

may make

us more

vulnerable to

a downturn

in general

economic conditions.

There are

various financial

covenants and

other restrictions

in our

debt instruments

and noncontrolling

interests. If

we fail to

comply

with any of

these requirements, the

related indebtedness,

and other unrelated

indebtedness, could

become due and

payable prior

to its

stated maturity and our ability to obtain additional or alternative financing

may also be adversely affected.

Our ability

to make

scheduled payments

on or

to refinance

our debt

and other

obligations will

depend on

our operating

and financial

performance,

which

turn

subject

prevailing

economic

conditions

and

financial,

business,

and

other

factors

beyond

our

control.

depend

on stable,

liquid

and

well-functioning

capital and

credit markets

to fund

our operations.

Our financial

performance,

our

credit ratings,

interest rates,

the stability

of financial

institutions with

which we

partner, and

the liquidity

of the

overall global

capital

markets could affect our access to, and the availability,

terms and conditions, and cost of capital.

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

28, 2023,

we had $21.

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

Old El

Paso

Progresso

Annie’s

Nudges

and

Häagen-Dazs

brands, to

determine

if they

are finite

or indefinite-

lived.

Reaching

determination

useful

life

requires

significant

judgments

and

assumptions

regarding

the

future

effects

obsolescence,

demand,

competition,

other

economic

factors

(such

the

stability

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

EPIC

, and

Uncle Toby’s

brands had risk of decreasing coverage and we continue to monitor these businesses.

For further information

on goodwill and intangible

assets, please refer to

Note 6 to the Consolidated

Financial Statements in Item

8 of

this report.

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 28,

2023, we operated

45 facilities for

the production of

a wide variety

of food products.

Of these facilities,

27 are located

in the United

States, 6 in Latin

America and Mexico,

5 in Europe/Australia,

4 in the Greater

China region, 2

in Canada (1 of

which is

leased)

and

the

Asia/Middle

East/Africa

Region.

The

following

list

the

locations

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

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

• Joplin, Missouri

North America Foodservice

• Chanhassen, Minnesota

• Joplin, Missouri

• St. Charles, Missouri

• Green Bay, Wisconsin

operate

numerous

grain

elevators

the

United

States

support

our

domestic

manufacturing

activities.

also

utilize

approximately

16 million

square

feet

warehouse

and

distribution

space, nearly

all of

which

is leased,

that

primarily

supports

our

North America

Retail

and Pet segments.

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

450 (all

leased) and

franchise 382

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

28,

2023,

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,

2023, there

were approximately

24,200 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 28, 2023:

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 27, 2023 -

April 2, 2023

1,338,293

79.20

1,338,293

86,503,364

April 3, 2023 -

April 30, 2023

846,538

86.88

846,538

85,656,826

May 1, 2023 -

May 28, 2023

793,957

89.58

793,957

84,862,869

Total

2,978,788

84.06

2,978,788

84,862,869

(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 growth

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.

fiscal

2023,

continued

successfully

adapt

the

dynamic

operating

environment

and

deliver

strong

performance.

This

included

growth

organic

net

sales,

adjusted

operating

profit,

and

adjusted

diluted

EPS

that

was

ahead

our

initial

targets.

achieved each of the three priorities we established at the beginning of the year:

continued

compete

effectively,

including

holding

growing

market

than

percent

our

global

priority businesses for

the fifth consecutive

year, when

adjusting for an

unusual competitive

dynamic in cereal

in fiscal 2022

and

assessing

that

platform

2-year

basis.

generated

organic

net

sales

growth

across

each

our

four

operating

segments, fueled by

compelling brand building

and innovation across our

leading brands, and supported

with strong levels of

net price realization in response to 13 percent input cost inflation.

continued

invest

for

the

future,

including

percent

increase

media

and

advertising

expense,

double-digit

increase

investment

our

digital

and

technology

capability,

and

strong

increase

capital

investment

new

growth capacity.

continued

to reshape

our portfolio,

including

closing

on one

acquisition and

two divestitures

that further

improved our

portfolio’s ability to generate profitable

growth over the long term.

Our

consolidated

net

sales

for

fiscal

2023

rose

percent

$20,094 million.

organic

basis,

net

sales

increased

percent

compared

year-ago

levels.

Operating

profit

$3,434 million

was

down

percent.

Adjusted

operating

profit

$3,457 million

increased 8 percent on

a constant-currency basis.

Diluted EPS of $4.31 was

down 2 percent compared

to fiscal 2022

results. Adjusted

diluted

EPS

$4.30

increased

percent

constant-currency

basis

(See

the

“Non-GAAP

Measures”

section

below

for

description of our use of measures not defined by generally accepted

accounting

principles (GAAP)).

Net cash

provided by

operations totaled

$2,779 million in

fiscal 2023,

representing a

conversion rate

of 106

percent of

net earnings,

including earnings attributable

to redeemable and noncontrolling

interests. This cash generation

supported capital investments

totaling

$690 million, and our resulting free cash flow was $2,089

million at a conversion rate of 80 percent of adjusted

net earnings, including

earnings attributable

to redeemable

and noncontrolling

interests. We

returned cash

to shareholders

through dividends

totaling $1,288

million and net

share repurchases totaling

$1,171 million. (See

the “Non-GAAP Measures”

section below for

a description of

our use

of measures not defined by GAAP).

detailed

review

our

fiscal

2023

performance

compared

fiscal

2022

appears

below

the

section

titled

“Fiscal

2023

Consolidated Results of Operations.” A detailed review of

our fiscal 2022

performance compared to our fiscal 2021

performance is set

forth

in Part

II, Item

7 of

our Form

10-K for

the fiscal

year

ended

May 30, 2022

under the

caption

“Management’s

Discussion and

Analysis of

Financial Condition

and Results

of Operations

– Fiscal

2022

Results of

Consolidated Operations,”

which is incorporated

herein by reference.

In fiscal 202

4, we expect

to build on

our positive momentum

and continue

to advance our

Accelerate strategy.

Our key priorities

are

continue

compete

effectively,

improve

our

supply

chain

efficiency,

and

maintain

our

disciplined

approach

capital

allocation.

expect

the

largest

factors

impacting

our

performance

fiscal

2024

will

the

economic

health

consumers,

the

moderating

rate of

input cost

inflation,

and the

increasing stability

of the

supply chain

environment. We

expect to

drive organic

net

sales

growth

fiscal

2024

through

strong

marketing,

innovation,

in-store

support,

and

net

price

realization

generated

through

our

Strategic Revenue

Management (SRM) capability,

most of which

will be carried

over from SRM

actions taken in

fiscal 2023. For

the

full year,

input cost inflation

is expected to

be approximately

5 percent of

total cost of

goods sold, driven

primarily by labor

inflation

that

continues

impact

sourcing,

manufacturing,

and

logistics

costs.

expect

generate

higher

levels

Holistic

Margin

Management (HMM) cost savings compared to fiscal 2023.

Based on these assumptions, our key full-year fiscal 2024 targets

are summarized below:

●

Organic net sales are expected to increase 3 to 4 percent.

●

Adjusted operating profit

is expected to increase

4 to 6 percent in

constant-currency from the

base of $3,457 million

reported

in fiscal 2023.

●

Adjusted

diluted

EPS

are

expected

range

between

to 6

percent

constant-currency

from

the

base

$4.30

earned

fiscal 2023.

●

Free cash flow conversion is expected to be at least 95 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 2023 CONSOLIDATED

RESULTS

OF OPERATIONS

In fiscal 2023,

net sales increased

6 percent compared

to fiscal 2022

and organic net

sales increased 10

percent compared to

last year.

Operating profit decreased 1 percent

to $3,434 million primarily driven

by higher input costs, a decrease

in contributions from volume

growth,

unfavorable

change

the

mark-to-market

valuation

certain

commodities

positions

and

grain

inventories,

and

increase in selling, general,

and administrative (SG&A) expenses,

including increased media

and advertising expenses,

partially offset

favorable

net

price

realization

and

mix.

Operating

profit

margin

17.1

percent

decreased

120

basis

points.

Adjusted

operating

profit of $3,

457 million increased

8 percent

on a constant-currency

basis, primarily

driven by

favorable net price

realization and

mix,

partially offset

by higher

input costs,

a decrease

in contributions

from volume

growth and

an increase

in SG&A

expenses, including

increased media and advertising expenses. Adjusted operating profit

margin increased 30 basis points to 17.2 percent.

Diluted earnings

per share of $4.31 decreased 2 percent compared

to fiscal 2022. Adjusted diluted earnings per share

of $4.30 increased 10 percent on a

constant-currency

basis

(see

the

“Non-GAAP

Measures”

section

below

for

description

our

use

measures

not

defined

GAAP).

A summary of our consolidated financial results for fiscal 2023 follows:

Fiscal 2023

In millions,

except per

Fiscal 2023 vs.

Fiscal 2022

Percent of Net

Sales

Constant-

Currency

Growth (a)

Net sales

20,094.2

Operating profit

3,433.8

(1)

17.1

Net earnings attributable to General Mills

2,593.9

(4)

Diluted earnings per share

4.31

(2)

Organic net sales growth rate (a)

Adjusted operating profit (a)

3,457.3

17.2

Adjusted diluted earnings per share (a)

4.30

(a)

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

GAAP.

Consolidated

net sales

were as follows:

Fiscal 2023

Fiscal 2023 vs.

Fiscal 2022

Net sales (in millions)

20,094.2

18,992.8

Contributions from volume growth (a)

(8)

pts

Net price realization and mix

pts

Foreign currency exchange

(1)

Note: Table may

not foot due to rounding

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

Net sales in fiscal

2023 increased 6

percent compared to fiscal

2022, driven by favorable

net price realization

and mix, partially offset

by a decrease in contributions from volume growth and unfavorable

foreign currency exchange.

Components of organic net sales growth are shown in the following

table:

Fiscal 2023 vs. Fiscal 2022

Contributions from organic volume growth (a)

(4)

pts

Organic net price realization and mix

pts

Organic net sales growth

pts

Foreign currency exchange

(1)

Acquisitions and divestitures

(4)

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.

Organic

net sales

in fiscal

2023 increased

10 percent

compared to

fiscal 2022,

driven by

favorable organic

net price

realization and

mix, partially offset by a decrease in contributions from organic

volume growth.

Cost of sales

increased $958 million in fiscal 2023

to $13,548 million. The increase was

primarily driven by a $1,454 million

increase

attributable to

product rate and

mix, partially offset

by a $950

million decrease due

to lower volume.

recorded a

$292 million net

increase

cost

sales

mark-to-market

valuation

certain

commodity

positions

and

grain

inventories

fiscal

2023,

compared to a net decrease of $133

million in fiscal 2022

(please see Note 8 to the Consolidated

Financial Statements in Item 8 of this

report

for

additional

information).

fiscal

2023,

recorded

$25

million

charge

voluntary

recall

certain

international

Häagen-Dazs

ice cream

products.

also recorded

$5 million

of restructuring

charges and

$2 million

of restructuring

initiative project-related

costs in

cost of

sales in

fiscal 2023

compared to

$3 million

of restructuring

charges in

cost of

sales in

fiscal

2022 (please see Note 4 to the Consolidated Financial Statements in Item 8 of this

report for additional information).

Gross margin

increased 2 percent

in fiscal 2023

compared to fiscal

2022. Gross margin

as a percent

of net sales

decreased 110

basis

points to 32.6 percent compared to fiscal 2022.

SG&A expenses

increased $353 million to $3,500

million in fiscal 2023 compared

to fiscal 2022 primarily driven

by increased media

and

advertising

expenses,

unfavorable

valuation

adjustments

and

the

loss

sale

certain

corporate

investments,

increase

certain compensation and benefits

expenses,

and an increase in charitable

contributions in fiscal 2023. SG&A

expenses as a percent of

net sales in fiscal 2023 increased 80 basis points compared to fiscal 2022.

Divestitures

gain, net

totaled $445

million in

fiscal 2023

primarily related

to the

sale of our

Helper main

meals and

Suddenly Salad

side dishes

business.

In fiscal

2022,

we recorded

a $194

million divestitures

gain

to the

sale of

our

interest in

Yoplait

SAS,

Yoplait

marques

SNC

and

Liberté

Marques

Sàrl

and

our

European

dough

businesses

(please

refer

Note

the

Consolidated

Financial Statements in Part I, Item 1 of this report).

Restructuring,

impairment,

and

other

exit

costs

(recoveries)

totaled

$56

million

fiscal

2023

compared

$26

million

net

recoveries

fiscal

2022.

fiscal

2023,

approved

restructuring

actions

enhance

the

efficiency

our

global

supply

chain

structure and to optimize

our Häagen-Dazs shops network,

and as a result,

we recorded $41 million

of charges in

fiscal 2023. In fiscal

2022,

approved

restructuring

actions

in the

International

segment

to drive

efficiencies

manufacturing

and

logistics operations

and recorded $12 million

of charges.

Please see Note 4

to the Consolidated Financial

Statements in Item 8

of this report for

additional

information.

Benefit plan

non-service income

totaled $89

million in

fiscal 2023

compared to

$113 million

in fiscal

2022, primarily

reflecting an

increase in interest costs, partially

offset by lower amortization

of losses and higher expected

return on plan assets (please

see Note 14

to the Consolidated Financial Statements in Item 8 of this report

for additional information).

Interest, net

for fiscal 2023 totaled $382 million, $2 million higher than fiscal

2022.

Our

effective tax rate

for fiscal

2023 was 19.5 percent compared to 18.3

percent in fiscal 2022. The 1.2 percentage

point increase was

primarily

driven

change in

the

valuation

allowance

on our

capital

loss carryforward

fiscal

2022,

partially

offset

certain

favorable discrete tax

items in fiscal 2023

Our adjusted effective

tax rate was 20.4

percent in fiscal 2023

compared to 20.9

percent in

fiscal 2022

(see the

“Non-GAAP Measures”

section below

for a

description of

our use

of measures

not defined

by GAAP).

The 0.5

percentage point decrease was primarily due to certain favorable discrete tax

items in fiscal 2023.

After-tax earnings

from

joint ventures

decreased to

$81 million in

fiscal 2023

compared to

$112

million in

fiscal 2022,

primarily

driven by higher input

costs at CPW and

HDJ and lower net sales

at HDJ,

partially offset by

favorable net price realization

and mix at

CPW.

constant-currency

basis,

after-tax

earnings

from

joint

ventures

decreased

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 2023 vs. Fiscal 2022

CPW

HDJ

Total

Contributions from volume growth (a)

(10)

pts

(5)

pts

Net price realization and mix

pts

Flat

Net sales growth in constant currency

pts

(5)

pts

Foreign currency exchange

(8)

pts

(15)

pts

(10)

pts

Net sales growth

(5)

pts

(21)

pts

(8)

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

decreased

$16

million

fiscal

2023

compared

$28

million in fiscal 2022, primarily driven by the sale of

our interests in Yoplait

SAS, Yoplait

Marques SNC, and Liberté Marques Sàrl in

fiscal 2022.

Average

diluted

outstanding

decreased

11 million

fiscal

2023

from

fiscal

2022

primarily

due

repurchases,

partially offset by option exercises.

RESULTS

OF SEGMENT OPERATIONS

Our businesses are organized into four operating segments: North

America Retail, International, Pet, and North America Foodservice

In fiscal

2022, we

completed a

new organization

structure to

streamline our

global operations.

restated our

net sales

by segment

and

segment

operating

profit

reflect

our

new

operating

segments.

These

segment

changes

had

effect

previously

reported

consolidated net sales, operating profit, net earnings attributable to General

Mills, or earnings per share.

The following tables provide

the dollar amount and percentage

of net sales and operating

profit from each segment for

fiscal 2023 and

fiscal 2022:

Fiscal Year

2023

2022

In Millions

Dollars

Percent of Total

Dollars

Percent of Total

Net Sales

North America Retail

12,659.9

11,572.0

International

2,769.5

3,315.7

Pet

2,473.3

2,259.4

North America Foodservice

2,191.5

1,845.7

Total

20,094.2

100

18,992.8

100

Segment Operating Profit

North America Retail

3,181.3

2,699.7

International

161.8

232.0

Pet

445.5

470.6

North America Foodservice

290.0

255.5

Total

4,078.6

100

3,657.8

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 and snack bars.

North America Retail net sales were as follows:

Fiscal 2023

Fiscal 2023 vs. 2022

Percentage Change

Fiscal 2022

Net sales (in millions)

12,659.9

11,572.0

Contributions from volume growth (a)

(6)

pts

Net price realization and mix

pts

Foreign currency exchange

(1)

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

2023

was

driven

favorable

net

price

realization

and

mix,

partially offset by a decrease in contributions from volume growth

and unfavorable foreign currency exchange.

The components of North America Retail organic net

sales growth are shown in the following table:

Fiscal 2023 vs. 2022

Percentage Change

Contributions from organic volume growth (a)

(4)

pts

Organic net price realization and mix

pts

Organic net sales growth

pts

Foreign currency exchange

(1)

Divestitures (b)

(2)

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)

Divestitures primarily include the impact

of the sale of our Helper main

meals and Suddenly Salad side

dishes businesses in fiscal

2023.

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

North America

Retail organic

net sales

increased 12

percent in

fiscal 2023

compared to

fiscal 2022,

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 2023

Fiscal 2023 vs. 2022

Percentage Change

Fiscal 2022

U.S. Meals & Baking Solutions

4,426.3

4,023.8

U.S. Morning Foods

3,620.1

3,370.9

U.S. Snacks

3,611.0

3,191.4

Canada (a)

1,002.5

985.9

Total

12,659.9

11,572.0

(a)

On a constant

currency basis, Canada

operating unit net

sales increased 8

percent in fiscal

2023.

See the “Non-GAAP

Measures”

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

Segment operati

ng profit

increased 18

percent to

$3,181 million in

fiscal 2023

compared to

$2,700 million

in fiscal

2022,

primarily

driven

favorable

net

price

realization

and

mix,

partially

offset

higher

input

costs,

decrease

contributions

from

volume

growth,

and an

increase in

SG&A expenses,

including increased

media and

advertising expenses.

Segment operating

profit increased

18 percent on

a constant-currency basis

in fiscal 2023

compared to fiscal 2022

(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 2023

Fiscal 2023 vs. 2022

Percentage Change

Fiscal 2022

Net sales (in millions)

2,769.5

(16)

3,315.7

Contributions from volume growth (a)

(28)

pts

Net price realization and mix

pts

Foreign currency exchange

(5)

pts

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

2023

was

driven

decrease

contributions

from

volume

growth,

including

the

impact

of volume

declines

from

divestitures

and

the

voluntary

recall

on certain

international

Häagen-Dazs

ice

cream

products, and unfavorable foreign currency exchange, partially offset

by favorable net price realization and mix.

The components of International organic net sales growth

are shown in the following table:

Fiscal 2023 vs. 2022

Percentage Change

Contributions from organic volume growth (a)

(8)

pts

Organic net price realization and mix

pts

Organic net sales growth

pts

Foreign currency exchange

(5)

pts

Divestitures (b)

(16)

pts

Net sales growth

(16)

pts

Note: Table may

not foot due to rounding

(a)

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

(b)

Divestitures primarily 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.

Please see Note 3 to the Consolidated Financial Statements in Part II, Item

8 of this report.

The 4

percent increase

in International

organic

net sales

growth in

fiscal 2023

was driven

by favorable

organic

net price

realization

and mix, partially offset by a decrease in contributions

from organic volume growth.

Segment operating

profit decreased

30 percent

to $162 million

in fiscal

2023 compared

to $232

million in

2022, primarily

driven by

higher input costs and

a decrease in contributions

from volume growth,

including the impact of

volume declines from

divestitures and

the

voluntary

recall on

certain

international

Häagen-Dazs

ice

cream

products,

partially

offset

favorable

net

price realization

and

mix and a decrease in

SG&A expenses, including an

insurance recovery from the voluntary

recall. Segment operating profit

decreased

25 percent on

a constant-currency basis

in fiscal 2023

compared to fiscal 2022

(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 2023

Fiscal 2023 vs. 2022

Percentage Change

Fiscal 2022

Net sales (in millions)

2,473.3

2,259.4

Contributions from volume growth (a)

(2)

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

9 percent

in fiscal

2023 compared

to fiscal

2022, driven

by favorable

net price

realization and

mix,

partially

offset by a decrease in contributions from volume growth.

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

table:

Fiscal 2023 vs. 2022

Percentage Change

Contributions from organic volume growth (a)

(3)

pts

Organic net price realization and mix

pts

Organic net sales growth

pts

Foreign currency exchange

Flat

Acquisition (b)

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 9

percent increase

in Pet

organic

net sales

growth in

fiscal 2023

was driven

by favorable

organic

net price

realization and

mix,

partially offset by a decrease in contributions from organic

volume growth.

Pet operating

profit decreased

5 percent

to $446 million

in fiscal

2023, compared

to $471 million

in fiscal

2022, primarily

driven by

higher

input

costs,

increase

SG&A

expenses,

including

increase

media

and

advertising

expenses,

and

decrease

contributions

from volume

growth,

partially

offset

by favorable

net price

realization

and mix.

Segment operating

profit decreas

ed 5

percent on a constant-currency basis

in fiscal 2023 compared to fiscal

2022 (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 2023

Fiscal 2023 vs. 2022

Percentage Change

Fiscal 2022

Net sales (in millions)

2,191.5

1,845.7

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 19

percent in fiscal

2023,

driven by favorable

net 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 2023 vs. 2022

Percentage Change

Contributions from organic volume growth (a)

(2)

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 standard weight of our product shipments.

(b)

Acquisition

TNT

Crust

fiscal

2023.

Please

see

Note

the

Consolidated

Financial

Statements

Part

II,

Item

this

report.

The 13

percent increase

in North

America

Foodservice

organic

net sales

growth

in fiscal

2023

was driven

favorable organic

net

price realization

and mix,

including market

index pricing

on bakery

flour, partially

offset by

a decrease in

contributions from

organic

volume growth.

Segment

operating

profit

increased

percent

$290 million

fiscal

2023,

compared

$256 million

fiscal

2022,

primarily

driven by

favorable net

price realization

and mix,

partially offset

by higher

input costs

and an

increase in

SG&A expenses.

Segment

operating

profit

increased

percent

constant-currency

basis

fiscal

2023

compared

fiscal

2022

(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.

Unallocated corporate

expense totaled $1,033

million in fiscal

2023, compared

to $403 million

last year.

recorded a $292

million

net increase

in expense

related to

the mark-to-market

valuation

of certain

commodity positions

and

grain inventories

in fiscal

2023,

compared to

a $133 million

net decrease

in expense

last year.

recorded $84

million of

net losses

related to

valuation adjustments

and the sale of corporate investments in fiscal 2023,

compared to $15 million of net losses in fiscal 2022.

In fiscal 2023, we recorded a

$22 million net charge

related to a voluntary

recall on certain international

Häagen-Dazs

ice cream products.

In addition, we recorded

$6 million of integration

costs primarily related to

our acquisition of TNT Crust

in fiscal 2023, compared

to $22 million of integration

costs

our

acquisition

Tyson

Foods’

pet

treats

business

fiscal

2022.

fiscal

2022,

recorded

$73

million

transaction costs primarily related to the sale of our

interests in Yoplait

SAS, Yoplait

Marques SNC, Liberté Marques Sàrl and the sale

our

European

dough

businesses.

addition,

recorded

$22

million

recovery

Brazil

indirect

tax

item

and

$13

million

insurance

recovery

fiscal

2022.

addition,

certain

compensation

and

benefits

expenses

and

charitable

contributions

increased in fiscal 2023 compared to fiscal 2022.

IMPACT OF INFLATION

experienced

broad

based

global

input

cost

inflation

percent

fiscal

2023

and

percent

fiscal

2022.

expect

approximately

percent

input

cost

inflation

fiscal

2024.

attempt

minimize

the

effects

inflation

through

HMM,

SRM,

planning, and operating practices. Our market 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

$6.1 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

28,

2023,

we had

$381

million

of cash

and

cash equivalents

held

in 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

2023

2022

Net earnings, including earnings attributable to redeemable and noncontrolling

interests

2,609.6

2,735.0

Depreciation and amortization

546.6

570.3

After-tax earnings from joint ventures

(81.3)

(111.7)

Distributions of earnings from joint ventures

69.9

107.5

Stock-based compensation

111.7

98.7

Deferred income taxes

(22.2)

62.2

Pension and other postretirement benefit plan contributions

(30.1)

(31.3)

Pension and other postretirement benefit plan costs

(27.6)

(30.1)

Divestitures gain, net

(444.6)

(194.1)

Restructuring, impairment, and other exit costs (recoveries)

24.4

(117.1)

Changes in current assets and liabilities, excluding the effects of

acquisitions and divestitures

(48.9)

277.4

Other, net

71.1

(50.7)

Net cash provided by operating activities

2,778.6

3,316.1

During

fiscal

2023,

cash

provided

operations

was

$2,779

million

compared

$3,316 million

the

same

period

last

year.

The

$538 million decrease

was primarily driven by

a $326 million change in

current assets and liabilities

and a $250 million

change in net

divestitures

gain.

The

$326

million

change

current

assets

and

liabilities

was

primarily

driven

$233

million

change

inventories

and

$257

million

change

accounts

payable,

partially

offset

$125

million

change

the

timing

accounts

receivable.

strive

grow

core

working

capital

below

the

rate

growth

our

net

sales.

For

fiscal

2023,

core

working

capital

net

liability

decreased

percent,

compared

net

sales

increase

percent.

The

core

working

capital

net

liability

decreased

$84

million from a

net liability of

$423 million in

fiscal 2022 to

a net liability of

$339 million in

fiscal 2023. The

$84 million net

liability

decrease was primarily due to an increase in inventories, partially offset

by an increase in accounts payable in fiscal 2023.

Cash Flows from Investing Activities

Fiscal Year

In Millions

2023

2022

Purchases of land, buildings, and equipment

(689.5)

(568.7)

Acquisitions, net of cash acquired

(251.5)

(1,201.3)

Investments in affiliates, net

(32.2)

15.4

Proceeds from disposal of land, buildings, and equipment

1.3

3.3

Proceeds from divestitures, net of cash divested

633.1

74.1

Other, net

(7.6)

(13.5)

Net cash used by investing activities

(346.4)

(1,690.7)

fiscal

2023,

used

$346 million

cash

through

investing

activities

compared

$1,691 million

fiscal

2022.

invested

$690 million in land, buildings, and equipment in fiscal 2023,

an increase of $121 million from fiscal 2022.

During fiscal 2023, we acquired TNT Crust for $252 million cash, net of cash acquired.

During fiscal 2023, we completed the sale of

our Helper main meals and Suddenly Salad side dishes businesses for cash proceeds

of $607 million.

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

percent

reported

net

sales

fiscal

2024.

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

2023

2022

Change in notes payable

(769.3)

551.4

Issuance of long-term debt

2,324.4

2,203.7

Payment of long-term debt

(1,421.7)

(3,140.9)

Proceeds from common stock issued on exercised options

232.3

161.7

Purchases of common stock for treasury

(1,403.6)

(876.8)

Dividends paid

(1,287.9)

(1,244.5)

Distributions to redeemable and noncontrolling interest holders

(15.7)

(129.8)

Other, net

(62.6)

(28.0)

Net cash used by financing activities

(2,404.1)

(2,503.2)

Financing activities

used $2.4 billion

of cash

in fiscal

2023 compared

to $2.5 billion

in fiscal

2022. We

had $133 million

of net

debt

issuances in

fiscal 2023

compared to

$386 million of

net debt repayments

in fiscal 2022.

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

2023,

received

$232 million

net

proceeds

from

common

stock

issued

exercised

options

compared

$162 million in fiscal 2022.

During fiscal 2023, we

repurchased 18 million shares

of our common stock for

$1,404 million. During fiscal 2022,

we repurchased 14

million shares of our common stock for $877 million.

Dividends paid in fiscal 2023 totaled

$1,288 million, or $2.16 per share. Dividends

paid in fiscal 2022

totaled $1,244 million, or $2.04

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

2023

2022

Investments in affiliates, net

(32.2)

15.4

Dividends received

69.9

107.5

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

lines we had available as of May 28, 2023:

In Billions

Facility Amount

Borrowed Amount

Committed credit facility expiring April 2026

2.7

Uncommitted credit facilities

0.6

Total committed

and uncommitted credit facilities

3.3

To ensure availability

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

available to us in the United States

and Europe.

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 28, 2023, we were in compliance with all of these covenants.

have $1,709 million

of long-term debt

maturing in the

next 12 months

that is classified

as current, including

$500 million of

3.65

percent fixed-rate notes due February

15, 2024, $400 million of floating-rate

notes due October 17, 2023, €500

million of floating-rate

notes due July

27, 2023, and €250

million of floating-rate

notes due November

10, 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

28, 2023,

our total debt,

including the

impact of derivative

instruments designated

as hedges, was

80 percent

in fixed-rate

and 20

percent in

floating-rate instruments,

compared to

77 percent

in fixed-rate

and 23

percent in

floating-rate instruments

on May

29, 2022.

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). The

floating preferred

return rate

on GMC’s

Class A

Interests is

the sum of three

-month Term

SOFR plus 186

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

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

$394 million

as of

May 28,

2023, and

$420 million

as of

May 29,

2022. 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

28,

2023,

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

2023

assessment of our

intangible assets as of

the first

day

the

second

quarter

fiscal

2023,

and

determined

there

was

impairment

our

intangible

assets

their

fair

values

were

substantially

excess

the

carrying

value,

except

for

Uncle

Toby’s

band

intangible

asset.

addition,

while

having

significant

coverage

our

fiscal

2023

assessment

date,

the

Progresso

and

EPIC

brand

intangible

assets

had

risk

decreasing

coverage. We will continue

to monitor these businesses for potential impairment.

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

2023

2022

2021

Estimated fair values of stock options granted

14.16

8.77

8.03

Assumptions:

Risk-free interest rate

3.3

1.5

0.7

Expected term

8.5

years

8.5

years

8.5

years

Expected volatility

20.9

20.2

19.5

Dividend yield

3.1

3.4

3.3

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

2023

volatility assumption would increase the grant date fair value of our fiscal 2023

option awards by 5 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 in

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

5.7

percent

loss

the

1-year

period

ended

May

28,

2023

and

returns

3.4

percent,

5.9

percent, 5.5 percent, and 7.7 percent for the 5, 10, 15, and 20-year periods

ended May 28, 2023.

On a weighted-average basis, the

expected rate of return for all

defined benefit plans was 6.70

percent for fiscal 2023, 5.85

percent for

fiscal 2022, and 5.72 percent for fiscal 2021.

For fiscal 2024, 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

7.20 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 $62 million for

fiscal 2024. 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 2024 service costs

5.27

5.15

5.00

Effective rate for fiscal 2024 interest costs

5.06

4.96

4.61

Obligations as of May 31, 2023

5.18

5.19

4.55

Effective rate for fiscal 2023 service costs

4.57

4.41

3.69

Effective rate for fiscal 2023 interest costs

4.03

3.80

3.35

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

Lowering

the

discount

rates

100

basis

points

would

increase

our

net

defined

benefit

pension,

other

postretirement

benefit,

and

postemployment benefit plan expense

for fiscal 2024 by approximately

$30 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 6.6

percent for

retirees age

65 and

over and

6.6 percent

for retirees

under age

65 at

the end

of fiscal

2023. Rates

are graded

down

annually until

the ultimate

trend rate

of 4.5

percent is

reached in

2032 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

2023,

recorded

net

defined

benefit

pension,

other

postretirement

benefit,

and

postemployment

benefit

plan

income

$6 million

compared to

$26 million of

income in

fiscal 2022

and $4 million

of expense

in fiscal

2021. As

of May

28, 2023,

we had

cumulative unrecognized

actuarial net losses of

$2 billion on our

defined benefit pension plans

and cumulative unrecognized

actuarial

net

gains

$189 million

our

postretirement

and

postemployment

benefit

plans,

mainly

the

result

liability

increases

from

lower historical

interest rates. 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

December

2022,

the

Financial

Accounting

Standards

Board

(FASB)

issued

optional

accounting

guidance

for

limited

period

time

ease

the

potential

burden

accounting

for

reference

rate

reform.

The

new

standard

provides

expedients

and

exceptions

existing accounting requirements

for contract modifications and

hedge accounting related to

transitioning from discontinued

reference

rates,

such

LIBOR,

alternative

reference

rates,

certain

criteria

are

met.

The

new

accounting

requirements

can

applied

through

December 31,

2024.

have

reviewed

and

modified

certain

contracts,

where

necessary,

apply

new

reference

rate,

primarily the SOFR. The guidance

has not had and

is not expected to have

a material impact on

our results of operations

and financial

position. We

will continue

to review

our contracts

and arrangements

that will

be affected

by a

discontinued reference

rate during

the

transition period.

In September 2022,

the FASB

issued Accounting Standards

Update (ASU) 2022-04

requiring enhanced disclosures

related to supplier

financing programs.

The ASU

requires disclosure

of the

key terms

of the

program and

a rollforward

of the

related obligation

during

the annual period,

including the amount of

obligations confirmed and

obligations subsequently paid.

The new disclosure requirements

are effective

for fiscal years beginning

after December 15, 2022,

with the exception

of the rollforward requirement,

which is effective

for fiscal years beginning

after December 15, 2023,

which for us is

the first quarter of

fiscal 2024 for the

primary requirement and

the

first quarter

of fiscal

2025 for

the rollforward

requirement. Early

adoption is

permitted. We

have historically

presented the

key terms

of these

programs

and the

associated obligation

outstanding. We

do not

expect this

ASU to

have a

material

impact on

our financial

statements and related disclosures.

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, net

Net divestitures

gain primarily

related to

the sale

of our

Helper main

meals and

Suddenly Salad

side dishes

business in

fiscal 2023.

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.

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

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.

Investment activity, net

Valuation

adjustments and the

loss on sale of

certain corporate investments

in fiscal 2023.

Valuation

adjustments and the

gain on sale

of certain corporate investments in fiscal 2022.

Restructuring charges (recoveries) and project-related

costs

Restructuring

charges

and

project-related

costs

for

global

supply

chain

actions,

network

optimization

actions,

and

previously

announced

restructuring

actions

fiscal

2023.

Restructuring

charges

for

International

restructuring

actions

and

net

restructuring

recoveries for previously announced restructuring

actions in fiscal 2022. Please see Note 4 to the

Consolidated Financial Statements in

Item 8 of this report.

Product recall, net

Voluntary

recall costs recorded in fiscal 2023 related to certain international

Häagen-Dazs

ice cream products, net of insurance

recovery.

Acquisition integration costs

Integration costs

primarily resulting

from the acquisition

of TNT Crust

in fiscal 2023.

Integration costs

resulting from

the acquisition

of Tyson Foods’ pet

treats business in fiscal 2022. Please see Note 3 to the Consolidated Financial Statements

in Item 8 of this report.

Transaction costs

Transaction

costs primarily

related to

the sale

of our

Helper main

meals and

Suddenly Salad

side dish

business in

fiscal 2023.

Fiscal

2022 transaction

costs related

primarily to

the sale of

our interests in

Yoplait

SAS, Yoplait

Marques SNC,

and Liberté Marques

Sàrl,

the

sale

our

European

dough

businesses,

the

sale

our

Helper

main

meals

and

Suddenly

Salad

side

dishes

business,

and

the

acquisition of TNT Crust. 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.

Tax item

Discrete

tax

benefit

recognized

fiscal

2022

release

valuation

allowance

associated

with

our

capital

loss

carryforwards expected to be used against future divestiture gains.

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 and Related Constant-currency Growth Rate

This measure is used in reporting

to our Board of Directors and

executive management and as a

component of the measurement of

our

performance for

incentive compensation purposes.

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

2023

2022

Change

Operating profit as reported

3,433.8

3,475.8

(1)

Divestitures gain, net

(444.6)

(194.1)

Mark-to-market effects

291.9

(133.1)

Investment activity, net

84.0

14.7

Restructuring charges (recoveries)

61.0

(23.2)

Product recall, net

22.5

Acquisition integration costs

5.9

22.4

Project related costs

2.4

Transaction costs

0.4

72.8

Non-income tax recovery

(22.0)

Adjusted operating profit

3,457.3

3,213.3

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.

believe that

this measure provides

useful

information to

investors because it

is the profitability

measure we use

to evaluate earnings

performance on

a comparable year-to-year

basis.

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

EPS and the related constant-currency growth rate follows:

Fiscal Year

Per Share Data

2023

2022

2023 vs.

2022 Change

Diluted earnings per share, as reported

4.31

4.42

(2)

Divestitures gain, net

(0.62)

(0.31)

Mark-to-market effects

0.37

(0.17)

Investment activity, net

0.11

0.01

Restructuring charges (recoveries)

0.08

(0.03)

Product recall, net

0.03

Acquisition integration costs

0.01

0.03

Transaction costs

0.09

Non-income tax recovery

(0.02)

Tax item

(0.08)

Adjusted diluted earnings per share

4.30

3.94

Foreign currency exchange impact

(1)

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 2023

Net earnings, including earnings attributable to redeemable and noncontrolling

interests, as reported

2,609.6

Divestitures gain, net of tax

(371.4)

Mark-to-market effects, net of tax

224.8

Investment activity, net,

net of tax

66.0

Restructuring charges, net of tax

48.4

Product recall, net, net of tax

17.3

Acquisition integration costs, net of tax

4.6

Project related costs, net of tax

1.6

CPW restructuring charges, net of tax

1.0

Transaction costs, net of tax

0.2

Adjusted net earnings, including earnings attributable to redeemable and

noncontrolling interests

2,602.2

Net cash provided by operating activities

2,778.6

Purchases of land, buildings, and equipment

(689.5)

Free cash flow

2,089.1

Net cash provided by operating activities conversion rate

106%

Free cash flow conversion rate

80%

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.

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

2023

2022

Operating profit as reported

3,433.8

17.1

3,475.8

18.3

Divestitures gain, net

(444.6)

(2.2)

(194.1)

(1.0)

Mark-to-market effects

291.9

1.5

(133.1)

(0.7)

Investment activity, net

84.0

0.4

14.7

0.1

Restructuring charges (recoveries)

61.0

0.3

(23.2)

(0.1)

Product recall, net

22.5

0.1

Acquisition integration costs

5.9

22.4

0.1

Project-related costs

2.4

Transaction costs

0.4

72.8

0.4

Non-income tax recovery

(22.0)

(0.1)

Adjusted operating profit

3,457.3

17.2

3,213.3

16.9

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

2023

2022

In Millions

(Except Per Share Data)

Pretax

Earnings (a)

Income

Taxes

Pretax

Earnings (a)

Income

Taxes

As reported

$3,140.5

$612.2

$3,209.6

$586.3

Divestitures gain, net

(444.6)

(73.2)

(194.1)

(5.1)

Mark-to-market effects

291.9

67.1

(133.1)

(30.6)

Investment activity, net

84.0

18.0

14.7

8.5

Restructuring charges (recoveries)

61.0

12.6

(23.2)

(6.4)

Product recall, net

22.5

5.2

Acquisition integration costs

5.9

1.3

22.4

5.1

Project related costs

2.4

0.8

Transaction costs

0.4

0.2

72.8

16.4

Tax item

50.7

Non-income tax recovery

(22.0)

(7.5)

As adjusted

$3,164.0

$644.1

$2,947.1

$617.4

Effective tax rate:

As reported

19.5%

18.3%

As adjusted

20.4%

20.9%

Sum of adjustments to income taxes

$32.0

$31.1

Average number

of common shares - diluted EPS

601.2

612.6

Impact of income tax adjustments on adjusted diluted EPS

$(0.05)

Note: Table may not foot due to rounding.

(a)

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

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

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 2023

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

(27)

Impact of foreign currency exchange

(10)

pts

Percentage change in after-tax earnings from joint ventures

on a constant-currency basis

(18)

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 2023

Percentage change in net sales as reported

Impact of foreign currency exchange

(6)

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 2023

Percentage Change

in Operating Profit

as Reported

Impact of Foreign

Currency Exchange

Percentage Change

in Operating Profit

on Constant-

Currency Basis

North America Retail

Flat

International

(30)

(5)

pts

(25)

Pet

(5)

Flat

(5)

North America Foodservice

Flat

Note: Table may not foot due to rounding.

Forward-Looking Financial Measures

Our fiscal 202

outlook for organic

net sales growth,

constant-currency adjusted

operating profit,

adjusted diluted

EPS, and free

cash

flow conversion

are non-GAAP financial

measures that

exclude, or

have otherwise

been adjusted

for, items

impacting comparability,

including

the

effect

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

to reconcile

these

forward-

looking

non-GAAP

financial

measures

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

changes in

foreign

currency

exchange

rates

and

commodity

prices

the

timing

impact

acquisitions,

divestitures,

and

restructuring

actions

throughout fiscal 2024. The unavailable information could have a significant

impact on our fiscal 2024

GAAP financial results.

For

fiscal

2024,

currently expect:

foreign

currency

exchange

rates

(based

a blend

forward

and

forecasted

rates and

hedge

positions) and acquisitions and

divestitures completed prior to fiscal

2024 to reduce net sales growth

by approximately one half of

one

percent; and restructuring charges to total approximately $15

million to $20 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 28,

2023.

In Millions

May 28, 2023

Average During

Fiscal 2023

May 29, 2022

Analysis of Change

Interest rate instruments

65.3

52.1

40.9

Higher Market Volatility

Foreign currency instruments

36.7

33.3

20.3

Exchange Rate Volatility

Commodity instruments

7.6

9.5

12.9

Reduced Market Volatility

Equity instruments

2.8

3.1

2.5

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,” “may 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

affected

variety

factors,

such

as:

disruptions

inefficiencies

the

supply

chain;

competitive

dynamics in the consumer

foods industry and the markets for

our products, including new product

introductions, advertising activities,

pricing actions, and promotional

activities of our competitors;

economic conditions, including

changes in inflation rates,

interest rates,

tax

rates,

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 in capital structure;

changes in the legal and regulatory

environment, including tax legislation,

labeling and advertising

regulations, and litigation; impairments in the carrying

value of goodwill, other intangible assets, or other long

-lived assets, or changes

the

useful

lives

other

intangible

assets;

changes

accounting

standards

and

the

impact

significant

accounting

estimates;

product quality

and safety

issues, including

recalls and product

liability; changes

in consumer

demand for our

products; effectiveness

of advertising,

marketing,

and promotional

programs;

changes

in consumer

behavior,

trends, and

preferences,

including

weight

loss

trends; consumer perception

of health-related issues,

including obesity; consolidation

in the retail environment;

changes in purchasing

and

inventory

levels

significant

customers;

fluctuations

the

cost

and

availability

supply

chain

resources,

including

raw

materials,

packaging,

energy,

and

transportation;

effectiveness

restructuring

and

cost

saving

initiatives;

volatility

the

market

value of

derivatives used to

manage price

risk for certain

commodities; benefit

plan expenses due

to changes

in plan asset

values and

discount rates used to determine plan liabilities; failure

or breach of our information technology systems;

foreign economic conditions,

including currency rate fluctuations; and political unrest in foreign markets

and economic uncertainty due to terrorism or war.

You

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

affect our future results.

We undertake

no obligation to publicly revise any forward-looking

statements to reflect events or circumstances

after the date of those

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

ITEM 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 2024.

/s/ J. L. Harmening

/s/ K. A. Bruce

J. L. Harmening

K. A. Bruce

Chief Executive Officer

Chief Financial Officer

June 28, 2023

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 28, 2023, and May 29, 2022,

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 28, 2023,

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 28, 2023, 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 28, 2023, and

May 29,

2022, and

the results

of its

operations and

its cash

flows for

each of

the years

in the

three-year

period

ended

May 28, 2023,

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 28, 2023, 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

28,

2023,

were

$14,511.2

million

and

$6,712.4

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 fair value

of the reporting

units and brands

intangible assets.

performed sensitivity

analyses over

the revenue

growth

rates, operating margins, brand

royalty rates and discount rates

to assess the impact of

other points within a range

of potential

assumptions.

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 rates.

/s/

KPMG

LLP

We have served

as the Company’s auditor since 1928.

Minneapolis, Minnesota

June 28, 2023

Consolidated Statements of Earnings

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except per Share Data)

Fiscal Year

2023

2022

2021

Net sales

20,094.2

18,992.8

18,127.0

Cost of sales

13,548.4

12,590.6

11,678.7

Selling, general, and administrative expenses

3,500.4

3,147.0

3,079.6

Divestitures (gain) loss, net

(444.6)

(194.1)

53.5

Restructuring, impairment, and other exit costs (recoveries)

56.2

(26.5)

170.4

Operating profit

3,433.8

3,475.8

3,144.8

Benefit plan non-service income

(88.8)

(113.4)

(132.9)

Interest, net

382.1

379.6

420.3

Earnings before income taxes and after-tax earnings

from joint ventures

3,140.5

3,209.6

2,857.4

Income taxes

612.2

586.3

629.1

After-tax earnings from joint ventures

81.3

111.7

117.7

Net earnings, including earnings attributable to redeemable and

noncontrolling interests

2,609.6

2,735.0

2,346.0

Net earnings attributable to redeemable and noncontrolling interests

15.7

27.7

6.2

Net earnings attributable to General Mills

2,593.9

2,707.3

2,339.8

Earnings per share — basic

4.36

4.46

3.81

Earnings per share — diluted

4.31

4.42

3.78

Dividends per share

2.16

2.04

2.02

See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions)

Fiscal Year

2023

2022

2021

Net earnings, including earnings attributable to redeemable and

noncontrolling interests

2,609.6

2,735.0

2,346.0

Other comprehensive (loss) income, net of tax:

Foreign currency translation

(110.8)

(175.9)

175.1

Net actuarial (loss) income

(228.0)

101.6

353.4

Other fair value changes:

Hedge derivatives

1.3

7.0

(20.7)

Reclassification to earnings:

Foreign currency translation

(7.4)

342.2

Hedge derivatives

(18.7)

35.1

13.5

Amortization of losses and prior service costs

56.9

75.8

78.9

Other comprehensive (loss) income, net of tax

(306.7)

385.8

600.2

Total comprehensive

income

2,302.9

3,120.8

2,946.2

Comprehensive income (loss) attributable to redeemable and

noncontrolling interests

15.4

(45.2)

121.2

Comprehensive income attributable to General Mills

2,287.5

3,166.0

2,825.0

See accompanying notes to consolidated financial statements.

Consolidated Balance Sheets

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except Par Value)

May 28, 2023

May 29, 2022

ASSETS

Current assets:

Cash and cash equivalents

585.5

569.4

Receivables

1,683.2

1,692.1

Inventories

2,172.0

1,867.3

Prepaid expenses and other current assets

735.7

802.1

Assets held for sale

158.9

Total current

assets

5,176.4

5,089.8

Land, buildings, and equipment

3,636.2

3,393.8

Goodwill

14,511.2

14,378.5

Other intangible assets

6,967.6

6,999.9

Other assets

1,160.3

1,228.1

Total assets

31,451.7

31,090.1

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

4,194.2

3,982.3

Current portion of long-term debt

1,709.1

1,674.2

Notes payable

31.7

811.4

Other current liabilities

1,600.7

1,552.0

Total current

liabilities

7,535.7

8,019.9

Long-term debt

9,965.1

9,134.8

Deferred income taxes

2,110.9

2,218.3

Other liabilities

1,140.0

929.1

Total liabilities

20,751.7

20,302.1

Stockholders' equity:

Common stock,

754.6

shares issued, $

0.10

par value

75.5

Additional paid-in capital

1,222.4

1,182.9

Retained earnings

19,838.6

18,532.6

Common stock in treasury,

at cost, shares of

168

.0 and

155.7

(8,410.0)

(7,278.1)

Accumulated other comprehensive loss

(2,276.9)

(1,970.5)

Total stockholders' equity

10,449.6

10,542.4

Noncontrolling interests

250.4

245.6

Total equity

10,700.0

10,788.0

Total liabilities and equity

31,451.7

31,090.1

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

2023

2022

2021

Amount

Total equity,

beginning balance

10,788.0

9,773.2

8,349.5

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

1,182.9

1,365.5

1,348.6

Stock compensation plans

34.5

17.9

6.2

Unearned compensation related to stock unit awards

(104.7)

(92.2)

(78.0)

Earned compensation

109.7

104.5

88.5

Decrease in redemption value of

redeemable interest

14.1

0.2

Reversal of cumulative redeemable interest

value adjustments

(207.4)

Acquisition of noncontrolling interest

(19.5)

Ending balance

1,222.4

1,182.9

1,365.5

Retained earnings:

Beginning balance

18,532.6

17,069.8

15,982.1

Net earnings attributable to General Mills

2,593.9

2,707.3

2,339.8

Cash dividends declared ($

2.16

, $

2.04

, and $

2.02

per share)

(1,287.9)

(1,244.5)

(1,246.4)

Adoption of current expected credit loss

accounting requirements

(5.7)

Ending balance

19,838.6

18,532.6

17,069.8

Common stock in treasury:

Beginning balance

(155.7)

(7,278.1)

(146.9)

(6,611.2)

(144.8)

(6,433.3)

Shares purchased

(18.0)

(1,403.6)

(13.5)

(876.8)

(5.0)

(301.4)

Stock compensation plans

5.7

271.7

4.7

209.9

2.9

123.5

Ending balance

(168.0)

(8,410.0)

(155.7)

(7,278.1)

(146.9)

(6,611.2)

Accumulated other comprehensive loss:

Beginning balance

(1,970.5)

(2,429.2)

(2,914.4)

Comprehensive (loss) income

(306.4)

458.7

485.2

Ending balance

(2,276.9)

(1,970.5)

(2,429.2)

Noncontrolling interests:

Beginning balance

245.6

302.8

291.0

Comprehensive income (loss)

15.4

(16.0)

38.0

Distributions to noncontrolling interest holders

(15.7)

(129.8)

(26.2)

Reclassification from redeemable interest

561.6

Reversal of cumulative redeemable interest

value adjustments

207.4

Divestiture

5.1

(680.4)

Ending balance

250.4

245.6

302.8

Total equity,

ending balance

10,700.0

10,788.0

9,773.2

Redeemable interest:

Beginning balance

604.9

544.6

Comprehensive (loss) income

(29.2)

83.2

Decrease in redemption value of

redeemable interest

(14.1)

(0.2)

Distributions to redeemable interest holder

(22.7)

Reclassification to noncontrolling interest

(561.6)

Ending balance

604.9

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions)

Fiscal Year

2023

2022

2021

Cash Flows - Operating Activities

Net earnings, including earnings attributable to redeemable and noncontrolling interests

2,609.6

2,735.0

2,346.0

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

Depreciation and amortization

546.6

570.3

601.3

After-tax earnings from joint ventures

(81.3)

(111.7)

(117.7)

Distributions of earnings from joint ventures

69.9

107.5

95.2

Stock-based compensation

111.7

98.7

89.9

Deferred income taxes

(22.2)

62.2

118.8

Pension and other postretirement benefit plan contributions

(30.1)

(31.3)

(33.4)

Pension and other postretirement benefit plan costs

(27.6)

(30.1)

(33.6)

Divestitures (gain) loss, net

(444.6)

(194.1)

53.5

Restructuring, impairment, and other exit costs (recoveries)

24.4

(117.1)

150.9

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

(48.9)

277.4

(155.9)

Other, net

71.1

(50.7)

(131.8)

Net cash provided by operating activities

2,778.6

3,316.1

2,983.2

Cash Flows - Investing Activities

Purchases of land, buildings, and equipment

(689.5)

(568.7)

(530.8)

Acquisition, net of cash acquired

(251.5)

(1,201.3)

Investments in affiliates, net

(32.2)

15.4

15.5

Proceeds from disposal of land, buildings, and equipment

1.3

3.3

2.7

Proceeds from divestitures, net of cash divested

633.1

74.1

2.9

Other, net

(7.6)

(13.5)

(3.1)

Net cash used by investing activities

(346.4)

(1,690.7)

(512.8)

Cash Flows - Financing Activities

Change in notes payable

(769.3)

551.4

71.7

Issuance of long-term debt

2,324.4

2,203.7

1,576.5

Payment of long-term debt

(1,421.7)

(3,140.9)

(2,609.0)

Debt exchange participation incentive cash payment

(201.4)

Proceeds from common stock issued on exercised options

232.3

161.7

74.3

Purchases of common stock for treasury

(1,403.6)

(876.8)

(301.4)

Dividends paid

(1,287.9)

(1,244.5)

(1,246.4)

Distributions to noncontrolling and redeemable interest holders

(15.7)

(129.8)

(48.9)

Other, net

(62.6)

(28.0)

(30.9)

Net cash used by financing activities

(2,404.1)

(2,503.2)

(2,715.5)

Effect of exchange rate changes on cash and cash equivalents

(12.0)

(58.0)

72.5

Increase (decrease) in cash and cash equivalents

16.1

(935.8)

(172.6)

Cash and cash equivalents - beginning of year

569.4

1,505.2

1,677.8

Cash and cash equivalents - end of year

585.5

569.4

1,505.2

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

divestitures:

Receivables

(41.2)

(166.3)

27.9

Inventories

(319.0)

(85.8)

(354.7)

Prepaid expenses and other current assets

61.6

(35.3)

(42.7)

Accounts payable

199.8

456.7

343.1

Other current liabilities

49.9

108.1

(129.5)

Changes in current assets and liabilities

(48.9)

277.4

(155.9)

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.

Our India business is on an April fiscal year end.

Certain

reclassifications

our

previously

reported

financial

information

have

been

made

conform

the

current

period

presentation.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES

Cash and Cash Equivalents

We consider all investments

purchased with an original maturity of three months or less to be cash equivalents.

Inventories

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

Nudges

, and

Häagen-Dazs

brands, are also tested

for impairment annually

and whenever events or

changes

in circumstances

indicate that

their carrying

value may

not be

recoverable. Our

estimate of

the fair

value of

the brands

is based

on a

discounted

cash

flow

model

using

inputs

which

included

projected

revenues

from

our

long-range

plan,

assumed

royalty

rates

that

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

Our finite-lived intangible

assets, primarily acquired

customer relationships, are

reviewed for impairment

whenever events or

changes

in circumstances indicate

that the carrying amount

of an asset may not

be recoverable. An impairment

loss would be recognized

when

estimated undiscounted future cash

flows from the operation and disposition

of the asset are less than

the carrying amount of the asset.

Assets generally

have identifiable

cash flows

and are

largely independent

of other

assets. Measurement

of an

impairment loss

would

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 in

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

NOTE 3. ACQUISITION AND DIVESTITURES

During

the first

quarter

of fiscal

2023,

acquired

TNT Crust,

manufacturer

of high-quality

frozen pizza

crusts

for

regional

and

national pizza

chains, foodservice

distributors, and

retail outlets,

for a

purchase price

of $

253.0

million. We

financed the

transaction

with U.S. commercial paper.

We consolidated

the TNT Crust business into

our Consolidated Balance

Sheets and recorded goodwill

156.8

million. The

goodwill is

included in

the North

America Foodservice

segment and

is not

deductible for

tax purposes.

The pro

forma

effects

this

acquisition

were

not

material.

have

conducted

preliminary

assessment

the

fair

value

the

acquired

assets

and

liabilities

the

TNT

Crust

business

and

will

continue

review

these

items

during

the

measurement

period.

new

information is obtained

about facts and circumstances

that existed at the

acquisition date, the

acquisition accounting

will be revised to

reflect the resulting adjustments to

current estimates of these items.

The consolidated results of the

TNT Crust business are reported

our North America Foodservice segment on a one-month lag.

During the

first quarter

of fiscal

2023,

we completed

the sale

of our

Helper main

meals and

Suddenly

Salad side

dishes business

Eagle Family Foods Group for $

606.8

million and recorded a pre-tax gain of $

442.2

million.

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

a net pre-tax gain on sale of $

30.4

million.

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.

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 2023 were

as follows:

Expense, in Millions

Global supply chain actions

36.2

Network optimization actions

6.4

Charges associated with restructuring actions previously

announced

18.4

Total restructuring

charges

61.0

In fiscal

2023,

we approved

restructuring actions

to enhance

the efficiency

of our

global supply

chain structure.

expect to

incur

approximately

million

restructuring

charges

and

project-related

costs

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

million

asset

impairment

and

million

other

asset

write-offs.

recognized

25.8

million

severance

and

10.4

million of other costs in fiscal 2023. We

expect these actions to be completed by the end of fiscal 2025.

In fiscal 2023, we approved restructuring actions in

our International segment to optimize our Häagen-Dazs

shops network. We

expect

to incur

approximately $

million of

restructuring charges

and project-related

costs related

to these

actions, of

which approximately

million will be

cash. These charges

are expected to

consist of approximately

million of severance

and $

million of other

costs.

recognized $

5.6

million of

severance and

0.8

million of

other costs

in fiscal

2023. We

expect these

actions to

be completed

the

end of fiscal 2024

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

where required.

We paid net

36.6

million of cash related to restructuring actions in fiscal 2023. We

paid net $

93.9

million of cash in fiscal 2022.

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)

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

Restructuring and impairment charges and project-related

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

Fiscal Year

In Millions

2023

2022

2021

Restructuring, impairment, and other exit costs (recoveries)

56.2

(26.5)

170.4

Cost of sales

4.8

3.3

2.3

Total restructuring

and impairment charges (recoveries)

61.0

(23.2)

172.7

Project-related costs classified in cost of sales

2.4

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

in other current liabilities, is as follows:

In Millions

Severance

Other Exit

Costs

Total

Reserve balance as of May 31, 2020

17.8

Fiscal 2021 charges, including foreign currency translation

142.3

1.6

143.9

Utilized in fiscal 2021

(12.8)

(0.1)

(12.9)

Reserve balance as of May 30, 2021

147.3

1.5

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)

(1.3)

(81.4)

Reserve balance as of May 29, 2022

35.4

1.4

36.8

Fiscal 2023 charges, including foreign currency translation

41.6

0.1

41.7

Utilized in fiscal 2023

(29.4)

(1.4)

(30.8)

Reserve balance as of May 28, 2023

47.6

0.1

47.7

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

approximately

130

countries

outside

the

United

States

and

Canada.

CPW

also

markets

cereal

bars

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

12 months

ended March 31.

Joint venture related balance sheet activity is as follows:

In Millions

May 28, 2023

May 29, 2022

Cumulative investments

401.5

416.4

Goodwill and other intangibles

444.1

444.9

Aggregate advances included in cumulative investments

275.6

254.4

Joint venture earnings and cash flow activity is as follows:

Fiscal Year

In Millions

2023

2022

2021

Sales to joint ventures

5.8

6.3

6.7

Net advances (repayments)

32.2

(15.4)

(15.5)

Dividends received

69.9

107.5

95.2

Summary combined financial information for the joint ventures on

a 100 percent basis is as follows:

Fiscal Year

In Millions

2023

2022

2021

Net sales:

CPW

1,618.9

1,706.5

1,766.8

HDJ

338.5

427.8

422.4

Total net sales

1,957.4

2,134.3

2,189.2

Gross margin

667.7

803.1

882.9

Earnings before income taxes

169.3

249.9

247.8

Earnings after income taxes

126.9

201.0

201.7

In Millions

May 28, 2023

May 29, 2022

Current assets

817.7

823.9

Noncurrent assets

772.7

839.8

Current liabilities

1,300.0

1,298.8

Noncurrent liabilities

100.3

106.5

NOTE 6. GOODWILL AND OTHER INTANGIBLE

ASSETS

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

In Millions

May 28, 2023

May 29, 2022

Goodwill

14,511.2

14,378.5

Other intangible assets:

Intangible assets not subject to amortization:

Brands and other indefinite-lived intangibles

6,712.4

6,725.8

Intangible assets subject to amortization:

Customer relationships and other finite-lived intangibles

386.3

400.3

Less accumulated amortization

(131.1)

(126.2)

Intangible assets subject to amortization

255.2

274.1

Other intangible assets

6,967.6

6,999.9

Total

21,478.8

21,378.4

Based on

the carrying

value of

finite-lived intangible

assets as of

May 28,

2023, amortization

expense for

each of

the next five

fiscal

years is estimated to be approximately $

million.

The changes in the carrying amount of goodwill for fiscal 2021, 2022, and 2023

are as follows:

In Millions

North

America

Retail

Pet

North

America

Foodservice

International

Joint

Ventures

Total

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

Acquisition

156.8

Divestitures

(2.0)

(0.4)

(2.4)

Other activity, primarily

foreign

currency translation

(8.5)

(12.8)

(0.4)

(21.7)

Balance as of May 28, 2023

6,542.4

6,062.8

805.6

708.4

392.0

14,511.2

The changes in the carrying amount of other intangible assets for fiscal 2021, 2022, and

2023 are as follows:

In Millions

Total

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

Acquisition

3.8

Divestiture

(3.6)

Other activity, primarily

amortization and foreign currency translation

(32.5)

Balance as of May 28, 2023

6,967.6

Our

annual

goodwill

and

indefinite-lived

intangible

assets

impairment

test

was

performed

the

first

day

the

second

quarter

fiscal

2023,

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. In addition,

while having

significant coverage

as of

our fiscal 2023

assessment date, the

Progresso

and

EPIC

brand intangible assets had

risk of decreasing coverage.

will continue to

monitor these businesses for potential impairment.

We did not

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

intangible assets as of May 28, 2023.

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

2023

2022

2021

Operating lease cost

127.6

129.7

132.7

Variable

lease cost

6.1

8.5

21.8

Short-term lease cost

30.0

29.1

23.4

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

as follows:

In Millions

Operating Leases

Finance Leases

Fiscal 2024

111.9

1.0

Fiscal 2025

86.4

0.6

Fiscal 2026

64.3

0.6

Fiscal 2027

42.9

0.3

Fiscal 2028

28.6

After fiscal 2028

68.6

Total noncancelable

future lease obligations

402.7

2.5

Less: Interest

(43.8)

(0.2)

Present value of lease obligations

358.9

2.3

The

lease

payments

presented

the

table

above

exclude

107.2

million

minimum

lease

payments

for

operating

leases

have

committed to but have not yet commenced as of May 28, 2023.

The weighted-average remaining lease term and weighted-average

discount rate for our operating leases are as follows:

May 28, 2023

May 29, 2022

Weighted-average

remaining lease term

5.2

years

4.5

years

Weighted-average

discount rate

4.4

3.8

Supplemental operating cash flow information and non-cash activity related

to our operating leases are as follows:

Fiscal Year

In Millions

2023

2022

Cash paid for amounts included in the measurement of lease liabilities

129.9

128.7

Right of use assets obtained in exchange for new lease liabilities

124.4

84.6

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 28,

2023, and

May 29,

2022, 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

2023

2022

2023

2022

2023

2022

2023

2022

Available for

sale

debt securities

2.3

Equity securities

117.5

250.1

122.7

255.3

5.2

10.0

15.1

Total

119.8

252.4

125.0

257.6

5.2

10.0

15.1

As of May 28, 2023, the fair value and carrying value

of equity securities restricted for payment of active employee

health and welfare

benefits were $

117.2

million.

There were

realized gains or losses from sales

of marketable securities in

fiscal 2023 and 2022.

Gains and losses are determined

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

117.5

122.7

Total

119.8

125.0

As of May 28, 2023, we had $

2.2

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 2023, 2022, and 2021 included:

Fiscal Year

In Millions

2023

2022

2021

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

(154.4)

303.3

138.2

Net gain on commodity positions reclassified from unallocated corporate

items to segment operating profit

(89.5)

(188.0)

(8.8)

Net mark-to-market revaluation of certain grain inventories

(48.0)

17.8

9.4

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

unallocated corporate items

(291.9)

133.1

138.8

May

28,

2023,

the

net

notional

value

commodity

derivatives

was

406.8

million,

which

257.9

million

agricultural inputs and $

148.9

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, SOFR, Euribor, and

commercial paper rates in the United States and

Europe.

use

interest

rate

swaps,

forward-starting

interest

rate

swaps,

and

treasury

locks

hedge

our

exposure

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.

During the fourth quarter of fiscal 2023, in advance of planned debt financing,

we entered into €

750.0

million of forward-starting

swaps. The forward-starting swap agreements were terminated during

the fourth quarter of fiscal 2023, in conjunction with the

Company’s issuance of

a €

750.0

million

-year fixed-rate note. Upon termination, a loss of $

5.0

million was recognized in AOCI and

will be amortized through interest expense over the respective term of

the debt.

During the fourth quarter of fiscal 2023, in advance of planned debt

financing, we entered into $

500.0

million of treasury locks. The

treasury locks were terminated during the fourth quarter of fiscal 2023, in

conjunction with the Company’s issuance

of a $

1,000.0

million

-year fixed-rate note. Upon termination, a loss of $

1.4

million was recognized in AOCI and will be amortized through

interest expense over the respective term of the debt.

During the second quarter of fiscal 2023, we entered

into a $

500.0

million notional amount interest swap to convert our $

500.0

million

fixed rate notes due

November 18, 2025

, to a floating rate.

As of May 28,

2023, 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)

3.65

% notes due

February 15, 2024

1.3

4.0

% notes due

April 17, 2025

(1.1)

3.2

% notes due

February 10, 2027

6.3

1.5

% notes due

April 27, 2027

(1.3)

4.2

% notes due

April 17, 2028

(5.0)

3.907

% notes due

April 13, 2029

(4.9)

2.25

% notes due

October 14, 2031

16.5

4.95

% notes due

March 29, 2033

(1.4)

4.55

% notes due

April 17, 2038

(8.1)

5.4

% notes due

June 15, 2040

(9.5)

4.15

% notes due

February 15, 2043

7.8

4.7

% notes due

April 17, 2048

(11.8)

Net pre-tax hedge loss in AOCI

(11.2)

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 28, 2023

May 29, 2022

Pay-floating swaps - notional amount

1,143.4

644.1

Average receive

rate

2.6

0.4

Average pay rate

2.5

0.1

The floating-rate swap contracts outstanding as of May 28, 2023, 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 28, 2023, the net notional value of foreign exchange derivatives

was $

933.0

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

28,

2023,

hedged

portion

these net

investments

with €

2,949.9

million of

euro denominated

bonds.

As of

May 28,

2023,

we had

deferred

net foreign

currency

transaction gains of $

71.9

million in AOCI associated with net investment hedging activity.

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

28, 2023, the

net notional amount

of our equity

swaps was $

177.5

million. In fiscal 2024, $

165.4

million of swap contracts will mature,

and $

12.1

million of swap contracts mature

fiscal 2025.

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 28, 2023, and May 29, 2022, were as follows:

May 28, 2023

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)

(62.2)

Foreign exchange contracts (a) (c)

10.3

(2.5)

Total

10.3

(64.7)

Derivatives not designated as hedging

instruments:

Foreign exchange contracts (a) (c)

0.2

(5.6)

Commodity contracts (a) (d)

0.5

(29.3)

Grain contracts (a) (d)

2.3

(11.8)

Total

3.0

(46.7)

Other assets and liabilities reported at fair value:

Marketable investments (a) (e) (f)

122.7

2.3

34.8

159.8

Long-lived assets (g)

1.0

Total

122.7

3.3

34.8

160.8

Total assets, liabilities, and

derivative positions

recorded at fair value

122.7

16.6

34.8

174.1

(111.4)

(a)

These contracts and investments

are recorded as prepaid

expenses and other current

assets, other assets, other

current liabilities or

other liabilities,

as appropriate,

based on

whether in

a gain

or loss

position. Certain

marketable investments

are recorded

as cash

and cash equivalents.

(b)

Based on EURIBOR and

swap rates. As

of May 28, 2023,

the carrying amount of

hedged debt designated

as the hedged item

in a

fair value

hedge was

589.7

million and

was classified

on the

Consolidated Balance

Sheet within

long-term debt.

As of

May 28,

2023, the cumulative amount of fair value hedging basis adjustments was $

53.7

million.

(c)

Based on observable market transactions of spot currency rates and forward

currency prices.

(d)

Based on prices of futures exchanges and recently reported transactions in

the marketplace.

(e)

Based on prices of common stock, 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 2023,

recorded

an impairment

charge

of $

32.4

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.

(g)

We recorded

8.6

million in non-cash impairment charges

in fiscal 2023 to write down

certain long-lived assets to their

fair value.

Fair value

was based

on recently

reported transactions

for similar

assets in the

marketplace. These

assets had

a carrying value

9.6

million and were associated with the restructuring actions described in Note 4.

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)

(

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

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.

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

28,

2023,

the

fair

value

and

carrying

amount

our

long-term

debt,

including the

current portion,

were $

10,929.6

million and

11,674.2

million, respectively.

As of

May 29,

2022, the

carrying amount

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

10,508.8

million and $

10,809.0

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 28, 2023, and May 29, 2022, follows:

Interest Rate

Contracts

Foreign

Exchange

Contracts

Equity

Contracts

Commodity

Contracts

Total

Fiscal Year

In Millions

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

Derivatives in Cash Flow Hedging

Relationships:

Amount of (loss) gain recognized in

other comprehensive income (OCI)

(6.4)

(5.4)

9.4

13.2

3.0

7.8

Amount of net gain (loss) reclassified

from AOCI into earnings (a)

2.2

(4.7)

22.0

(19.5)

24.2

(24.2)

Derivatives in Fair Value

Hedging

Relationships:

Amount of net loss recognized

in earnings (b)

(4.9)

(2.1)

(4.9)

(2.1)

Derivatives Not Designated as

Hedging Instruments:

Amount of net (loss) gain recognized

in earnings (c)

(46.2)

(32.8)

(3.4)

(8.0)

(152.6)

257.2

(202.2)

216.4

(a)

(Loss) gain reclassified

from AOCI into earnings

is reported in interest,

net for interest rate

swaps and in cost

of sales and SG&A

expenses for foreign

exchange contracts. For the

fiscal year ended May 28,

2023, the amount of

gain reclassified from AOCI

into

cost of

sales was

21.1

million and

the amount

of gain

reclassified from

AOCI into

SG&A was

0.9

million. For

the fiscal

year

ended

May 29,

2022,

the

amount

loss

reclassified

from

AOCI

into

cost

sales

was

11.1

million

and

the

amount

loss

reclassified from AOCI into SG&A was $

8.4

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 28, 2023

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

0.5

(0.5)

(29.3)

0.5

16.2

(12.6)

Interest rate contracts

(69.2)

44.3

(24.9)

Foreign exchange contracts

10.4

(4.2)

6.2

(8.2)

4.2

(4.0)

Equity contracts

2.8

(1.0)

1.8

(1.5)

1.0

(0.5)

Total

13.7

(5.7)

8.0

(108.2)

5.7

60.5

(42.0)

(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 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.

AMOUNTS RECORDED IN ACCUMULATED

OTHER COMPREHENSIVE LOSS

As of May 28, 2023, the after-tax amounts of unrealized

gains in AOCI related to hedge derivatives follows:

In Millions

After-Tax

Gain/(Loss)

Unrealized losses from interest rate cash flow hedges

(7.8)

Unrealized gains from foreign currency cash flow hedges

13.7

After-tax gains in AOCI related to hedge derivatives

5.9

The net amount

of pre-tax gains and

losses in AOCI as

of May 28,

2023, that we expect

to be reclassified

into net earnings

within the

next 12 months is a $

19.8

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

liability

position

May

28,

2023,

was

100.1

million. We have

posted $

60.5

million of collateral under these contracts.

CONCENTRATIONS OF

CREDIT AND COUNTERPARTY

CREDIT RISK

During fiscal 2023, 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 $

4.5

million. We

have

collateral

held against

these contracts.

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 28,

2023, $

1,430.1

million of

our accounts

payable was

payable to

suppliers who

utilize these

third-

party services.

As of

May 29,

2022, $

1,429.6

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 28, 2023

May 29, 2022

In Millions

Notes Payable

Weighted-

Average

Interest Rate

Notes Payable

Weighted-

Average

Interest Rate

U.S. commercial paper

694.8

1.1

Financial institutions

31.7

10.5

116.6

4.4

Total

31.7

10.5

811.4

5.5

To ensure availability

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

available to us in the United States

and Europe.

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

lines we had available as of May 28, 2023:

In Billions

Facility

Amount

Borrowed

Amount

Committed credit facility expiring April 2026

2.7

Uncommitted credit facilities

0.6

Total committed

and uncommitted credit facilities

3.3

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 28, 2023.

LONG-TERM DEBT

In the fourth quarter

of fiscal 2023, we

issued €

250.0

million of floating-rate notes

due

November 10, 2023

. We

used the net proceeds

to repay €

250.0

million of floating-rate notes due

May 16, 2023

In the

fourth quarter

of fiscal

2023, we

issued €

750.0

million of

3.907

percent fixed-rate

notes due

April 13, 2029

. We

used the

net

proceeds to repay

€

500.0

million of

1.0

percent fixed-rate notes

due

April 27, 2023

and €

250.0

million of floating-rate

notes due

May

16, 2023

In the fourth

quarter of fiscal

2023, we

issued $

1,000.0

million of

4.95

percent fixed-rate

notes due

March 29, 2033

. We

used the net

proceeds to repay our outstanding commercial paper and for general

corporate purposes.

In the second

quarter of fiscal

2023, we issued

500.0

million of

5.241

percent fixed-rate notes

due

November 18, 2025

. We

used the

net proceeds to repay a portion of our outstanding commercial paper and for general

corporate purposes.

In the

second quarter

of fiscal

2023, we

issued €

250.0

million of

floating-rate notes

due

May 16, 2023

. We

used the

net proceeds

repay €

250.0

million of

0.0

percent fixed-rate notes due

November 11, 2022

In the

second quarter

of fiscal

2023,

we repaid

500.0

million of

2.6

percent fixed-rate

notes due

October 12, 2022

, using

proceeds

from the issuance of commercial paper.

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

, and for general corporate

purposes.

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 €

500.0

million of

0.0

percent fixed-rate notes due

November 16, 2021

In the second

quarter of fiscal

2022, we issued

500.0

million of

2.25

percent fixed-rate notes

due

October 14, 2031

. We

used the net

proceeds,

together with

proceeds from

the issuance

of commercial

paper,

to 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

repaid €

200.0

million of

2.2

percent fixed-rate notes due

June 24, 2021

, using proceeds from

the

issuance of €

50.0

million of

2.2

percent fixed-rate notes due

November 29, 2021

, and borrowings under a committed credit facility.

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

In Millions

May 28, 2023

May 29, 2022

4.2

% notes due

April 17, 2028

1,400.0

4.95

% notes due

March 29, 2033

1,000.0

Euro-denominated

3.907

% notes due

April 13, 2029

804.2

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

643.4

644.1

3.0

% notes due

February 1, 2051

605.2

Euro-denominated

0.125

% notes due

November 15, 2025

536.2

536.7

Euro-denominated floating rate notes due

July 27, 2023

536.2

537.9

3.65

% notes due

February 15, 2024

500.0

2.25

% notes due

October 14, 2031

500.0

5.241

% notes due

November 18, 2025

500.0

4.7

% notes due

April 17, 2048

446.2

4.15

% notes due

February 15, 2043

434.9

Euro-denominated

1.5

% notes due

April 27, 2027

428.9

429.4

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 floating rate notes due

November 10, 2023

268.1

Medium-term notes,

0.56

% to

6.41

%, due fiscal

2024

or later

4.0

103.9

Euro-denominated

1.0

% notes due

April 27, 2023

536.8

2.6

% notes due

October 12, 2022

500.0

Euro-denominated

0.0

% notes due

November 11, 2022

268.3

Euro-denominated

0.0

% notes due

May 16, 2023

268.3

Other

(298.0)

(267.6)

11,674.2

10,809.0

Less amount due within one year

(1,709.1)

(1,674.2)

Total long-term debt

9,965.1

9,134.8

Principal payments

due on

long-term debt

and finance

leases in

the next

five fiscal

years based

on stated

contractual maturities,

our

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

In Millions

Fiscal 2024

1,709.1

Fiscal 2025

800.5

Fiscal 2026

1,680.1

Fiscal 2027

1,179.3

Fiscal 2028

1,400.0

Certain of our

long-term debt agreements

contain restrictive

covenants.

As of May 28, 2023, we were in compliance with all of these

covenants.

As of

May 28,

2023,

the $

11.2

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 2024 is a $

0.7

million pre-tax gain.

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). The floating

preferred return

rate on

GMC’s

Class A

interests is

the sum

of the

three-month Term SOFR

plus

186

basis points. The

preferred return rate

is adjusted every

three years

through a negotiated

agreement with the

Class

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.

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 28, 2023, 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

2023

2022

2021

Shares of common stock

18.0

13.5

5.0

Aggregate purchase price

1,403.6

876.8

301.4

The following tables provide details of total comprehensive income:

Fiscal 2023

General Mills

Noncontrolling

Interests

In Millions

Pretax

Tax

Net

Net earnings, including earnings attributable to noncontrolling interests

2,593.9

15.7

Other comprehensive (loss) income:

Foreign currency translation

(110.2)

(0.3)

(110.5)

(0.3)

Net actuarial loss

(295.5)

67.5

(228.0)

Other fair value changes:

Hedge derivatives

3.8

(2.5)

1.3

Reclassification to earnings:

Foreign currency translation (a)

(7.4)

Hedge derivatives (b)

(24.7)

6.0

(18.7)

Amortization of losses and prior service costs (c)

72.9

(16.0)

56.9

Other comprehensive loss

(361.1)

54.7

(306.4)

(0.3)

Total comprehensive

income

2,287.5

15.4

(a)

Gain reclassified from AOCI into earnings is reported in the divestitures gain.

(b)

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.

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.

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 gain

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

is reported

in interest,

net for

interest rate

swaps and

in cost

of sales

and SG&A

expenses for foreign exchange contracts.

(b)

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

income.

fiscal

2023,

2022,

and

2021,

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 28, 2023

May 29, 2022

Foreign currency translation adjustments

(708.6)

(590.7)

Unrealized loss from hedge derivatives

5.9

23.3

Pension, other postretirement, and postemployment benefits:

Net actuarial loss

(1,670.6)

(1,513.4)

Prior service credits

96.4

110.3

Accumulated other comprehensive loss

(2,276.9)

(1,970.5)

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 28,

2023,

a total

35.1

million shares

were available

for grant

in the

form of

stock options,

restricted

stock, restricted

stock units,

and

of unrestricted

stock under

the 2022

Stock Compensation

Plan

(2022

Plan). The

2022

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

2017

Stock

Compensation

Plan,

under

which

further

awards

may

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

2023

2022

2021

Estimated fair values of stock options granted

14.16

8.77

8.03

Assumptions:

Risk-free interest rate

3.3

1.5

0.7

Expected term

8.5

years

8.5

years

8.5

years

Expected volatility

20.9

20.2

19.5

Dividend yield

3.1

3.4

3.3

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 Statements

of Earnings.

Windfall tax benefits from stock-based payments

in income tax expense in our Consolidated Statements of Earnings were as follows:

Fiscal Year

In Millions

2023

2022

2021

Windfall tax benefits from stock-based payments

32.3

18.4

12.4

As of

May 28,

2023, there

were

options granted

under the

2022 Plan.

Under the

2017 Stock

Compensation Plan,

options may

priced

100

percent

the

fair

market

value

the

date

grant,

and

generally

vest

four years

after

the

date

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 29, 2022

15,005.5

55.39

5.36

217.5

Granted

1,176.5

70.26

Exercised

(4,468.6)

53.84

Forfeited or expired

(138.2)

61.90

Outstanding as of May 28, 2023

11,575.2

57.43

5.59

309.5

Exercisable as of May 28, 2023

6,165.3

54.73

3.90

181.6

Stock-based compensation expense related to stock option awards was as follows:

Fiscal Year

In Millions

2023

2022

2021

Compensation expense related to stock option awards

12.3

12.1

11.2

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

2023

2022

2021

Net cash proceeds

232.3

161.7

74.3

Intrinsic value of options exercised

118.7

74.0

44.8

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

the

Board

Directors),

may

be granted

to key

employees

under

the 2022

Plan.

As of

May

28,

2023,

there

were

stock-based awards

granted under the

2022 Plan. Under

the 2017 Stock

Compensation Plan, restricted

stock and restricted

stock units

generally vest

and become

unrestricted

four years

after the

date of

grant. Performance

share units

are earned

primarily based

on our

future

achievement

of three-year

goals for

average organic

net sales

growth

and

cumulative operating

cash flow

and a

relative

total

shareholder

return

modifier.

Performance

units

are

settled

common

stock

and

are

generally

subject

three-year

performance

and

vesting

period.

The

sale

transfer

these

awards

restricted

during

the

vesting

period.

Participants

holding

restricted

stock,

but

not

restricted

stock

units

performance

units,

are

entitled

vote

matters

submitted

holders

common

stock

for

vote.

These

awards

accumulate

dividends

from

the

date

grant,

but

participants

only

receive

payment

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 29, 2022

5,153.4

56.37

77.3

56.43

Granted

2,042.8

69.76

23.6

70.53

Vested

(1,976.1)

53.71

(24.7)

52.09

Forfeited or expired

(183.9)

63.08

(6.8)

61.14

Non-vested as of May 28, 2023

5,036.2

62.60

69.4

62.32

Fiscal Year

2023

2022

2021

Number of units granted (thousands)

2,066.4

1,989.0

1,529.0

Weighted-average

price per unit

69.77

60.02

61.24

The total grant-date

fair value of

restricted stock

unit awards that

vested was $

107.4

million in fiscal

2023 and

82.7

million in fiscal

2022, and $

74.4

million in fiscal 2021.

As of May

28, 2023, unrecognized

compensation expense

related to non-vested

stock options, restricted

stock units, and

performance

share units was $

112.1

million. This expense will be recognized over

18 months

, on average.

Stock-based compensation expense related to restricted stock units

and performance share units was as follows:

Fiscal Year

In Millions

2023

2022

2021

Compensation expense related to restricted stock units and performance

share units

99.4

94.2

78.7

Compensation

expense

stock-based

payments

recognized

our

Consolidated

Statements

Earnings

includes

amounts

recognized in restructuring, impairment, and other exit costs for fiscal year 2022.

NOTE 13. EARNINGS PER SHARE

Basic and diluted EPS were calculated using the following:

Fiscal Year

In Millions, Except per Share Data

2023

2022

2021

Net earnings attributable to General Mills

2,593.9

2,707.3

2,339.8

Average number

of common shares - basic EPS

594.8

607.5

614.1

Incremental share effect from: (a)

Stock options

3.6

2.5

Restricted stock units and performance share units

2.8

2.6

2.5

Average number

of common shares - diluted EPS

601.2

612.6

619.1

Earnings per share — basic

4.36

4.46

3.81

Earnings per share — diluted

4.31

4.42

3.78

Incremental shares from

stock options, restricted

stock units, and performance

share units are computed

by the treasury stock

method.

Stock

options,

restricted

stock

units,

and

performance

units

excluded

from

our

computation

diluted

EPS

because they were not dilutive were as follows:

Fiscal Year

In Millions

2023

2022

2021

Anti-dilutive stock options, restricted stock units,

and performance share units

0.8

4.4

3.4

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

2023 or fiscal 2022.

We do

not expect to be required

to make

any

contributions

our

principal

U.S.

plans

fiscal

2024.

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.

Other Postretirement Benefit Plans

also

sponsor

plans

that

provide

health

care

benefits

many

of our

retirees

the United

States,

Canada,

and

Brazil.

The

U.S.

salaried

health

care

benefit

plan

contributory,

with

retiree

contributions

based

years

service.

make

decisions

fund

related trusts

for certain

employees and

retirees on an

annual basis.

made

voluntary contributions

to these

plans in fiscal

2023

or fiscal 2022. We

do not expect to be required to make any contributions to these plans in fiscal 2024.

In fiscal 2021, we approved

amendments to reorganize

certain U.S. retiree health and

welfare benefit plans. The General

Mills Retiree

Health

Plan

for

Union

Employees

was

divided

into

two

plans,

with

participants

under

age

remaining

within

its

coverage,

and

participants age 65 and over covered by The General Mills Retiree Health Plan

for Union Employees (65+). Effective

January 1, 2022,

the General

Mills Retiree

Health Plan

for Union

Employees (65+)

allows certain

participants to

purchase individual

health insurance

policies on

a private

health care

exchange. Additionally,

the Employees’

Benefit Plan

of General

Mills was

merged

into the

General

Mills

Retiree

Health

Plan

for

Union

Employees.

Separate

benefit

structures

and

plan

provisions

continue

apply

eligible

participants of

these merged

plans. A

portion of

the General

Mills Retiree

Health Plan

for Union

Employees overfunded

plan assets

were

segregated

to offset

the cost

the

Employees’

Benefit Plan

General

Mills health

and

welfare

benefits.

The

segregation

assets

reported

negative

employer

contribution

the

change

other

postretirement

benefit

plan

assets.

The

amendments

facilitate targeted investment strategies that reflect each

plan’s unique liability characteristics.

fiscal

2021,

announced

changes

the design

of our

health

care

coverage

for

certain eligible

retirees

allow participants

purchase

individual

health

insurance

policies

private

health

care

exchange

effective

January

2022.

These

changes

provide

certain eligible retirees with greater flexibility in choosing health care coverage

that best fits their needs.

Health Care Cost Trend

Rates

Assumed health care cost trends are as follows:

Fiscal Year

2023

2022

Health care cost trend rate for next year

6.6

% and

6.6

5.9

% and

6.0

Rate to which the cost trend rate is assumed to decline (ultimate rate)

4.5

Year

that the rate reaches the ultimate trend rate

2032

2031

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

6.6

percent for retirees age

65 and over and for

retirees under age 65 at

the end of fiscal 2023.

Rates are graded down annually

until

the

ultimate

trend

rate

4.5

percent

reached

2032

for

all

retirees.

The

trend

rates

are

applicable

for

calculations

only

the

retirees’ benefits increase

as a result of

health care inflation. The

ultimate trend rate is

adjusted annually,

as necessary,

to approximate

the current

economic

view on

the rate

of long-term

inflation plus

an appropriate

health

care cost

premium.

Assumed trend

rates for

health care costs have an important effect on the amounts reported

for the other postretirement benefit plans.

Postemployment Benefit Plans

Under certain

circumstances, we

also provide

accruable benefits,

primarily severance,

to former

or inactive

employees in

the United

States,

Canada,

and

Mexico.

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.

Summarized

financial

information

about

defined

benefit

pension,

other

postretirement

benefit,

and

postemployment

benefit

plans

presented below:

Defined Benefit Pension

Plans

Other

Postretirement

Benefit Plans

Postemployment

Benefit Plans

Fiscal Year

In Millions

2023

2022

2023

2022

2023

2022

Change in Plan Assets:

Fair value at beginning of year

6,510.3

7,460.2

479.2

519.4

Actual return on assets

(413.5)

(618.7)

(6.6)

(18.0)

Employer contributions

30.0

31.2

0.1

Plan participant contributions

1.3

3.8

5.7

9.6

Benefits payments

(344.6)

(346.2)

(22.4)

(31.9)

Foreign currency

(4.9)

(20.0)

Fair value at end of year (a)

5,778.6

6,510.3

456.0

479.2

Change in Projected Benefit Obligation:

Benefit obligation at beginning of year

6,528.3

7,714.4

469.6

600.0

138.5

151.7

Service cost

70.3

93.5

5.1

7.6

8.4

10.0

Interest cost

258.5

184.3

17.9

12.6

3.1

1.5

Plan amendment

3.7

(16.1)

Curtailment/other

(8.5)

(29.4)

(3.2)

10.4

12.0

Plan participant contributions

1.3

3.8

5.7

9.6

Medicare Part D reimbursements

0.7

1.7

Actuarial gain

(538.1)

(1,089.7)

(22.5)

(86.0)

(10.7)

(18.7)

Benefits payments

(336.1)

(334.7)

(45.5)

(56.9)

(18.5)

(17.7)

Foreign currency

(5.0)

(17.6)

(0.4)

0.3

(0.2)

(0.3)

Projected benefit obligation at end of year (a)

5,970.7

6,528.3

430.6

469.6

131.0

138.5

Plan assets (less) more than benefit obligation as of

fiscal year end

(192.1)

(18.0)

25.4

9.6

(131.0)

(138.5)

(a)

Plan assets and obligations are measured as of

May 31, 2023

and

May 31, 2022

During

fiscal

2023

and

fiscal

2022,

the

decreases

defined

benefit

pension

obligations

and

other

postretirement

obligations

were

primarily driven by actuarial gains due to an increase in the discount rate

in each respective year.

May

28,

2023,

other

postretirement

benefit

plans

had

benefit

obligations

308.0

million

that

exceeded

plan

assets

274.2

million. As

of May

29, 2022,

Other Postretirement Benefit

Plans

Postemployment Benefit Plans

Fiscal Year

2023

2022

2021

2023

2022

2021

2023

2022

2021

Discount rate

4.39

3.17

3.20

4.36

3.03

3.02

3.62

2.04

1.86

Service cost

effective rate

4.57

3.56

3.58

4.41

3.34

3.40

3.69

2.46

3.51

Interest cost

effective rate

4.03

2.42

2.55

3.80

2.08

2.29

3.35

1.48

2.83

Rate of

salary increases

4.18

4.39

4.44

4.46

4.47

Expected long-term

rate of return on

plan assets

6.70

5.85

5.72

6.76

6.09

4.57

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.

also use

discount rates

as of

May 31 to

determine defined

benefit pension,

other

postretirement benefit,

and

postemployment

benefit plan

income and

expense for

the following

fiscal year.

work with

our

outside actuaries

to determine

the timing

and amount

of expected

future cash

outflows to

plan participants

and, using

the Aa

Above

Median corporate

bond yield,

to develop

a forward

interest rate

curve, including

a margin

to that

index based on

our credit

risk. This

forward interest rate curve is applied to our expected future cash outflows

to determine our discount rate assumptions.

Fair Value

of Plan Assets

The fair

values of

our pension

and postretirement

benefit plans’

assets and

their respective

levels in

the fair

value hierarchy

by asset

category were as follows:

May 31, 2023

May 31, 2022

In Millions

Level 1

Level 2

Level 3

Total

Assets

Level 1

Level 2

Level 3

Total

Assets

Fair value measurement of pension

plan assets:

Equity (a)

278.3

484.1

34.3

796.7

623.4

442.3

66.3

1,132.0

Fixed income (b)

1,603.4

1,866.3

3,469.7

1,958.7

1,723.4

3,682.1

Real asset investments (c)

92.8

159.8

Other investments (d)

0.1

Cash and accruals

295.1

0.2

295.3

133.6

0.3

133.9

Fair value measurement of pension

plan assets

2,269.6

2,350.6

34.4

4,654.6

2,875.5

2,166.0

66.4

5,107.9

Assets measured at net asset value (e)

1,124.0

1,402.4

Total pension plan

assets

5,778.6

6,510.3

Fair value measurement of

postretirement benefit plan assets:

Fixed income (b)

113.3

120.8

Cash and accruals

2.5

6.6

Fair value measurement of

postretirement benefit

plan assets

115.8

127.4

Assets measured at net asset value (e)

340.2

351.8

Total postretirement

benefit

plan assets

456.0

479.2

(a)

Primarily

publicly

traded

common

stock

for

purposes

total

return

and

maintain

equity

exposure

consistent

with

policy

allocations. Investments

include: United States

and international

public equity

securities, mutual funds,

and equity futures

valued

at closing prices from national exchanges, commingled funds valued

at fair value using the unit values provided by the investment

managers,

and certain

private equity

securities valued

using

a matrix

of pricing

inputs reflecting

assumptions

based on

the best

information available.

(b)

Primarily government

and corporate

debt securities

and futures

for purposes

of total

return, managing

fixed income

exposure to

policy allocations, and

duration targets. Investments

include: fixed income

securities and bond

futures generally valued

at closing

prices from

national exchanges,

fixed income

pricing models,

and independent

financial analysts;

and fixed

income commingled

funds valued at unit values provided by the investment managers, which

are based on the fair value of the underlying investments.

(c)

Publicly

traded

common

stocks

energy,

real

estate,

and

infrastructure

for

the

purpose

total

return.

Investments

include:

energy,

real

estate,

and

infrastructure

securities

generally

valued

closing

prices

from

national

exchanges,

and

commingled

funds valued at unit values provided by the investment managers, which

are based on the fair value of the underlying investments.

(d)

Insurance and

annuity contracts

to provide

a stable

stream of

income for

pension retirees.

Fair values

are based

on the

fair value

of the underlying investments and contract fair values established by the providers

(e)

Primarily limited

partnerships, trust-owned

life insurance,

common collective

trusts, and

certain private

equity securities

that are

measured at fair value using

the net asset value per

share (or its equivalent) practical

expedient and have not

been classified in the

fair value hierarchy.

There were

transfers into

or out

of level

3 investments

in fiscal

2023.

During fiscal

2022, the

inclusion of

non-observable inputs

into the pricing of certain private equity securities resulted in the transfer of $

66.3

million into level 3 investments.

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.

Weighted-average

asset allocations for our defined benefit pension and other postretirement benefit plans are

as follows:

Defined Benefit Pension Plans

Other Postretirement Benefit Plans

Fiscal Year

2023

2022

2023

2022

Asset category:

United States equities

8.3

12.1

28.6

27.9

International equities

4.8

7.8

13.4

13.5

Private equities

10.6

10.4

14.5

15.2

Fixed income

65.1

58.3

43.5

43.4

Real assets

11.2

11.4

Total

100.0

The investment

objective for

our defined

benefit pension

and other

postretirement benefit

plans is

to secure

the benefit

obligations to

participants

reasonable

cost

us.

Our

goal

optimize

the

long-term

return

plan

assets

moderate

level

risk.

The

defined benefit

pension plan

and other postretirement

benefit plan

portfolios are

broadly diversified

across asset

classes. Within

asset

classes,

the

portfolios

are

further

diversified

across

investment

styles

and

investment

organizations.

For

the

U.S.

defined

benefit

pension

plans,

the

long-term

investment

policy

allocation

is:

percent

equities

the

United

States;

percent

international

equities;

percent to private equities;

percent to fixed income; and

percent to real assets (real estate,

energy,

and infrastructure).

For other U.S. postretirement benefit plans, the long-term investment

policy allocations are:

percent to equities in the United States;

percent to international equities;

percent to total private equities; and

percent to fixed income.

The actual allocations to these

asset classes may vary tactically around the long-term policy allocations based

on relative market valuations.

Contributions and Future Benefit Payments

expect

required

make

contributions

our

defined

benefit

pension,

other

postretirement

benefit,

and

postemployment benefit

plans in

fiscal 2024.

Actual fiscal

2024 contributions

could exceed

our current

projections, as

influenced by

our decision

to undertake

discretionary funding

of our benefit

trusts and

future changes

in regulatory

requirements. Estimated

benefit

payments, which reflect expected future service, as appropriate, are

expected to be paid from fiscal 2024 to fiscal 2033 as follows:

In Millions

Defined Benefit

Pension Plans

Other

Postretirement

Benefit Plans

Gross Payments

Postemployment

Benefit Plans

Fiscal 2024

351.4

38.6

27.1

Fiscal 2025

357.6

37.5

20.0

Fiscal 2026

364.6

36.6

18.6

Fiscal 2027

371.6

36.1

16.7

Fiscal 2028

378.9

34.9

15.4

Fiscal 2029-2033

1,977.5

158.8

64.4

Defined Contribution Plans

The

General

Mills

Savings

Plan

defined

contribution

plan

that

covers

domestic

salaried,

hourly,

nonunion,

and

certain

union

employees.

This plan

is a

401(k)

savings plan

that includes

a number

of investment

funds, including

a Company

stock fund

and an

Employee Stock

Ownership Plan

(ESOP). We

sponsor another

money purchase

plan for

certain domestic

hourly employees

with net

assets of $

19.2

million as of May 28, 2023, and $

20.6

million as of May 29, 2022. We

also sponsor defined contribution plans in many

our

foreign

locations.

Our

total

recognized

expense

defined

contribution

plans

was

97.2

million

fiscal

2023,

90.1

million in fiscal 2022, and $

76.1

million in fiscal 2021.

match a

percentage of

employee contributions

to the

General Mills

Savings Plan.

The Company

match is

directed to

investment

options

the

participant’s

choosing.

The

number

our

common

stock

allocated

participants

the

ESOP

was

3.7

million as

of May

28, 2023,

and

4.0

million as

of May

29, 2022.

The ESOP’s

only assets

are our

common stock

and temporary

cash

balances.

The Company stock fund and the ESOP collectively held $

498.7

million and $

443.8

million of Company common stock as of May 28,

2023, and May 29, 2022, respectively.

NOTE 15. INCOME TAXES

The

components

earnings

before

income

taxes

and

after-tax

earnings

from

joint

ventures

and

the

corresponding

income

taxes

thereon are as follows:

Fiscal Year

In Millions

2023

2022

2021

Earnings before income taxes and after-tax earnings

from joint ventures:

United States

2,740.5

2,652.3

2,567.1

Foreign

400.0

557.3

290.3

Total earnings

before income taxes and after-tax earnings from joint ventures

3,140.5

3,209.6

2,857.4

Income taxes:

Currently payable:

Federal

487.1

384.2

369.8

State and local

82.2

60.8

47.5

Foreign

65.1

79.1

93.0

Total current

634.4

524.1

510.3

Deferred:

Federal

9.6

75.0

117.9

State and local

(8.1)

18.3

13.6

Foreign

(23.7)

(31.1)

(12.7)

Total deferred

(22.2)

62.2

118.8

Total income

taxes

612.2

586.3

629.1

The following table reconciles the United States statutory income tax rate

with our effective income tax rate:

Fiscal Year

2023

2022

2021

United States statutory rate

21.0

State and local income taxes, net of federal tax benefits

1.5

2.1

1.7

Foreign rate differences

(1.0)

(1.1)

0.3

Stock based compensation

(1.0)

(0.6)

(0.4)

Capital loss (a)

(1.7)

Divestitures, net

(0.8)

(1.2)

Other, net

(0.2)

(0.6)

Effective income tax rate

19.5

18.3

22.0

(a)

During fiscal

2022, we

released a

50.7

million valuation

allowance associated

with our capital

loss carryforward

expected to

used against divestiture gains.

The tax effects of temporary differences that

give rise to deferred tax assets and liabilities are as follows:

In Millions

May 28, 2023

May 29, 2022

Accrued liabilities

51.2

46.2

Compensation and employee benefits

143.7

146.7

Pension

43.7

1.5

Tax credit carryforwards

38.7

34.9

Stock, partnership, and miscellaneous investments

2.4

17.9

Capitalized research and development

83.7

Capital losses

76.2

61.9

Net operating losses

221.3

178.0

Other

99.4

96.3

Gross deferred tax assets

760.3

583.4

Valuation

allowance

259.2

185.1

Net deferred tax assets

501.1

398.3

Brands

1,417.2

1,415.2

Fixed assets

402.7

392.6

Intangible assets

213.1

201.0

Tax lease transactions

8.5

14.9

Inventories

47.1

27.1

Stock, partnership, and miscellaneous investments

369.0

357.7

Unrealized hedges

34.3

98.7

Other

120.1

109.4

Gross deferred tax liabilities

2,612.0

2,616.6

Net deferred tax liability

2,110.9

2,218.3

have established a

valuation allowance against

certain of the

categories of deferred

tax assets described

above as current

evidence

does

not

suggest

will

realize

sufficient

taxable

income

the

appropriate

character

(e.g.,

ordinary

income

versus

capital

gain

income) within the carryforward period to allow us to realize these deferred tax

benefits.

Information about our valuation allowance follows:

In Millions

May 28, 2023

Pillsbury acquisition losses

106.2

State and foreign loss carryforwards

27.1

Capital loss carryforwards

75.7

Other

50.2

Total

259.2

As of May 28, 2023, we believe it is more-likely-than-not that the remainder

of our deferred tax assets are realizable.

Information about our tax loss carryforwards follows

In Millions

May 28, 2023

Foreign loss carryforwards

202.0

Federal operating loss carryforwards

10.2

State operating loss carryforwards

9.0

Total tax loss carryforwards

221.2

Our foreign loss carryforwards expire as follows:

In Millions

May 28, 2023

Expire in fiscal 2024 and 2025

0.5

Expire in fiscal 2026 and beyond

15.0

Do not expire (a)

186.5

Total foreign loss carryforwards

202.0

(a)

Approximately

172

million

our

foreign

loss

carryforwards

are

held

Brazil

for

which

have

not

recorded

valuation

allowance.

On August

16, 2022,

the Inflation

Reduction Act

(IRA) was

signed into

law.

The IRA

introduces

a Corporate

Alternative Minimum

Tax

beginning

our

fiscal

2024

and

excise

tax

the

repurchase

corporate

stock

starting

after

January

2023.

not

currently expect the IRA

to have a material impact

on our financial results, including

our annual estimated effective

tax rate, or on our

liquidity.

The amount

of excise

tax on

the repurchase

of corporate

stock was

immaterial in

fiscal 2023.

will continue

to monitor

and assess the impact the IRA may have on our business and financial results.

March

11,

2021,

the

American

Rescue

Plan

Act

(ARPA)

was

signed

into

law.

The

ARPA

includes

provision

expanding

the

limitations on

the deductibility

of certain

executive employee

compensation beginning

in our fiscal

2028. We

do not

currently expect

the ARPA to have

a material impact on our financial results, including our annual estimated effective

tax rate, or on our liquidity.

As of

May 28,

2023, we

have

t recognized

a deferred

tax liability

for unremitted

earnings of

approximately $

2.3

billion from

our

foreign operations

because we

currently believe

our subsidiaries

have invested

the undistributed

earnings indefinitely

or the

earnings

will be remitted

in a tax-neutral

transaction. It

is not practicable

for us to

determine the amount

of unrecognized

tax expense on

these

reinvested earnings.

Deferred taxes

are recorded

for earnings

of our

foreign operations

when we

determine that

such earnings

are no

longer indefinitely reinvested. All

earnings prior to fiscal 2018

remain permanently reinvested. Earnings

from fiscal 2018 and later

are

not permanently reinvested and local country withholding taxes are

recorded on earnings each year.

We are

subject to federal income

taxes in the United States

as well as various state, local,

and foreign jurisdictions. A

number of years

may elapse before an uncertain tax position is audited and finally resolved.

While it is often difficult to predict the final outcome or the

timing

resolution

any

particular

uncertain

tax

position,

believe

that

our

liabilities

for

income

taxes

reflect

the

most

likely

outcome.

adjust

these

liabilities,

well

the

interest,

light

changing

facts

and

circumstances.

Settlement

any

particular position would usually require the use of cash.

The number

of years

with open

tax audits

varies depending

on the

tax jurisdiction.

Our major

taxing jurisdiction

is the

United States

(federal and state). Various

tax examinations by United States state taxing

authorities could be conducted for any

open tax year,

which

vary by jurisdiction, but are generally from

years.

The Internal

Revenue

Service (IRS)

is currently

auditing

our federal

tax returns

for

fiscal

2018 and 2019

. Several

state and

foreign

examinations are currently in

progress. We

do not expect these examinations

to result in a material

impact on our results

of operations

or financial position. We

have effectively settled all issues with the IRS for fiscal years

2015 and prior.

The Brazilian

tax authority,

Secretaria da

Receita Federal

do Brasil (RFB),

has concluded

audits of our

2012

through 2018 tax

return

years. These

audits included

a review

of our

determinations of

amortization of

certain goodwill

arising from

the acquisition

of Yoki

Alimentos

S.A.

The

RFB

has

proposed

adjustments

that

effectively

eliminate

the

goodwill

amortization

benefits

this

transaction. We

believe we have meritorious defenses and intend to continue to contest the disallowance

for all years.

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.

The following table sets forth

changes in our total gross

unrecognized tax benefit liabilities,

excluding accrued interest,

for fiscal 2023

and

fiscal

2022.

Approximately

million

this

total

fiscal

2023

represents

the

amount

that,

recognized,

would

affect

our

effective income tax rate in future periods.

This amount differs from the gross unrecognized

tax benefits presented in the table because

certain

portions of

the liabilities

below

would

impact deferred

taxes if

recognized.

also would

record a

decrease

in U.S.

federal

income taxes upon recognition of the state tax benefits included therein.

Fiscal Year

In Millions

2023

2022

Balance, beginning of year

160.9

145.3

Tax positions related

to current year:

Additions

29.9

21.6

Tax positions related

to prior years:

Additions

2.9

10.4

Reductions

(0.9)

(5.5)

Settlements

(4.7)

(2.4)

Lapses in statutes of limitations

(6.9)

(8.5)

Balance, end of year

181.2

160.9

As of

May 28,

2023, we do

t expect

to pay unrecognized

tax benefit

liabilities and

accrued interest

within the

next 12

months. We

are not

able to

reasonably estimate

the timing

of future

cash flows

beyond 12

months due

to uncertainties

in the

timing of

tax audit

outcomes. Our unrecognized tax benefit liability was classified in other

liabilities.

report

accrued

interest

and

penalties

unrecognized

tax

benefit

liabilities

income

tax

expense.

For

fiscal

2023,

recognized $

4.7

million of tax-related

net interest and

penalties, and had

32.4

million of accrued

interest and penalties

as of May 28,

2023. For

fiscal 2022,

we recognized

2.0

million of

tax-related net

interest and

penalties, and

had $

26.6

million of

accrued interest

and penalties as of May 29, 2022.

NOTE 16. COMMITMENTS AND CONTINGENCIES

May

28,

2023,

have

issued

guarantees

and

comfort

letters

149.9

million

for

the

debt

and

other

obligations

non-

consolidated affiliates, mainly CPW.

Off-balance sheet arrangements were not material as of

May 28, 2023.

During

fiscal

2020,

received

notice

from

the

tax

authorities of

the

State of

São

Paulo,

Brazil

regarding

our

compliance

with

its

state sales tax requirements.

As a result, we

have been assessed additional

state sales taxes, interest,

and penalties. We

believe that we

have meritorious

defenses against

this claim

and will

vigorously defend

our position.

As of

May 28, 2023

, we

are unable

to estimate

any possible loss and have not recorded a loss contingency for this matter.

NOTE 17. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

operate

the

packaged

foods

industry.

fiscal

2022,

completed

new

organization

structure

streamline

our

global

operations.

This

global

reorganization

required

reevaluate

our

operating

segments.

Under

our

new

organization

structure,

our

chief operating decision maker assesses performance

and makes decisions about resources to be allocated to

our operating segments as

follows: North America Retail, International, Pet, and North America Foodservice.

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

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 and snack bars.

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

2023

2022

2021

Net sales:

North America Retail

12,659.9

11,572.0

11,250.0

International

2,769.5

3,315.7

3,656.8

Pet

2,473.3

2,259.4

1,732.4

North America Foodservice

2,191.5

1,845.7

1,487.8

Total

20,094.2

18,992.8

18,127.0

Operating profit:

North America Retail

3,181.3

2,699.7

2,725.9

International

161.8

232.0

236.6

Pet

445.5

470.6

415.0

North America Foodservice

290.0

255.5

203.3

Total segment operating

profit

4,078.6

3,657.8

3,580.8

Unallocated corporate items

1,033.2

402.6

212.1

Divestitures (gain) loss, net

(444.6)

(194.1)

53.5

Restructuring, impairment, and other exit costs (recoveries)

56.2

(26.5)

170.4

Operating profit

3,433.8

3,475.8

3,144.8

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

Fiscal Year

In Millions

2023

2022

2021

U.S. Meals & Baking Solutions

4,426.3

4,023.8

4,042.2

U.S. Morning Foods

3,620.1

3,370.9

3,314.0

U.S. Snacks

3,611.0

3,191.4

2,940.5

Canada

1,002.5

985.9

953.3

Total

12,659.9

11,572.0

11,250.0

Net sales by class of similar products were as follows:

Fiscal Year

In Millions

2023

2022

2021

Snacks

4,431.5

3,960.9

3,574.2

Cereal

3,209.5

2,998.1

2,868.9

Convenient meals

2,961.6

2,988.5

3,030.2

Pet

2,476.0

2,260.1

1,732.4

Dough

2,390.5

1,986.3

1,866.1

Baking mixes and ingredients

2,037.3

1,843.6

1,695.5

Yogurt

1,472.9

1,714.9

2,074.8

Super-premium ice cream

703.7

782.2

819.7

Other

411.2

458.2

465.2

Total

20,094.2

18,992.8

18,127.0

The following tables provide financial information by geographic area:

Fiscal Year

In Millions

2023

2022

2021

Net sales:

United States

16,322.2

14,691.2

13,496.9

Non-United States

3,772.0

4,301.6

4,630.1

Total

20,094.2

18,992.8

18,127.0

In Millions

May 28, 2023

May 29, 2022

Cash and cash equivalents:

United States

204.2

46.0

Non-United States

381.3

523.4

Total

585.5

569.4

In Millions

May 28, 2023

May 29, 2022

Land, buildings, and equipment:

United States

2,920.5

2,675.2

Non-United States

715.7

718.6

Total

3,636.2

3,393.8

NOTE 18. SUPPLEMENTAL

INFORMATION

The components of certain Consolidated Balance Sheets accounts are

as follows:

In Millions

May 28, 2023

May 29, 2022

Receivables:

Customers

1,710.1

1,720.4

Less allowance for doubtful accounts

(26.9)

(28.3)

Total

1,683.2

1,692.1

In Millions

May 28, 2023

May 29, 2022

Inventories:

Finished goods

2,066.9

1,634.7

Raw materials and packaging

572.2

532.0

Grain

133.8

164.0

Excess of FIFO over LIFO cost (a)

(600.9)

(463.4)

Total

2,172.0

1,867.3

(a)

Inventories

1,477.5

million

May

28,

2023,

and

1,127.1

million

May

29,

2022,

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 28, 2023

May 29, 2022

Prepaid expenses and other current assets:

Marketable investments

117.2

249.8

Other receivables

285.7

182.8

Prepaid expenses

244.4

213.5

Derivative receivables

45.1

86.1

Grain contracts

2.3

28.7

Miscellaneous

41.0

41.2

Total

735.7

802.1

In Millions

May 28, 2023

May 29, 2022

Assets held for sale:

Goodwill

130.0

Inventories

22.9

Equipment

6.0

Total

158.9

In Millions

May 28, 2023

May 29, 2022

Land, buildings, and equipment:

Equipment

6,672.2

6,491.7

Buildings

2,569.3

2,444.8

Construction in progress

746.7

492.8

Capitalized software

514.8

717.8

Land

56.5

55.1

Equipment under finance lease

9.8

7.8

Buildings under finance lease

0.3

Total land, buildings,

and equipment

10,569.6

10,210.3

Less accumulated depreciation

(6,933.4)

(6,816.5)

Total

3,636.2

3,393.8

In Millions

May 28, 2023

May 29, 2022

Other assets:

Investments in and advances to joint ventures

462.0

513.8

Right of use operating lease assets

340.0

336.8

Pension assets

51.8

52.6

Life insurance

15.8

17.5

Miscellaneous

290.7

307.4

Total

1,160.3

1,228.1

In Millions

May 28, 2023

May 29, 2022

Other current liabilities:

Accrued trade and consumer promotions

454.3

474.4

Accrued payroll

426.6

435.6

Current portion of operating lease liabilities

101.9

106.7

Accrued interest, including interest rate swaps

83.1

70.1

Accrued taxes

80.9

31.4

Restructuring and other exit costs reserve

47.7

36.8

Derivative payable, primarily commodity-related

34.0

19.9

Dividends payable

23.1

25.3

Grain contracts

11.8

3.0

Miscellaneous

337.3

348.8

Total

1,600.7

1,552.0

In Millions

May 28, 2023

May 29, 2022

Other non-current liabilities:

Accrued compensation and benefits, including obligations for underfunded

other

postretirement benefit and postemployment benefit plans

509.6

360.8

Non-current portion of operating lease liabilities

257.0

248.3

Accrued taxes

245.1

233.0

Miscellaneous

128.3

87.0

Total

1,140.0

929.1

Certain Consolidated Statements of Earnings amounts are as follows:

Fiscal Year

In Millions

2023

2022

2021

Depreciation and amortization

546.6

570.3

601.3

Research and development expense

257.6

243.1

239.3

Advertising and media expense (including production and

communication costs)

810.0

690.1

736.3

The components of interest, net are as follows:

Fiscal Year

Expense (Income), in Millions

2023

2022

2021

Interest expense

400.5

387.2

430.9

Capitalized interest

(4.4)

(3.8)

(3.2)

Interest income

(14.0)

(3.8)

(7.4)

Interest, net

382.1

379.6

420.3

Certain Consolidated Statements of Cash Flows amounts are as follows:

Fiscal Year

In Millions

2023

2022

2021

Cash interest payments

337.1

357.8

412.5

Cash paid for income taxes

682.6

545.3

636.1

NOTE 19. QUARTERLY

DATA

(UNAUDITED)

Summarized quarterly data for fiscal 2023 and fiscal 2022 follows:

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Fiscal Year

In Millions, Except Per

Share Amounts

2023

2022

2023

2022

2023

2022

2023

2022

Net sales

4,717.6

4,539.9

5,220.7

5,024.0

5,125.9

4,537.7

5,030.0

4,891.2

Gross margin

1,447.7

1,597.4

1,705.1

1,631.2

1,664.8

1,403.7

1,728.2

1,769.9

Net earnings attributable to

General Mills

820.0

627.0

605.9

597.2

553.1

660.3

614.9

822.8

EPS:

Basic

1.37

1.03

1.01

0.98

0.94

1.09

1.04

1.36

Diluted

1.35

1.02

1.01

0.97

0.92

1.08

1.03

1.36

In the fourth

quarter fiscal 2023,

we approved restructuring

actions to enhance

the efficiency

of our global

supply chain structure

and

recorded $

36.2

million of

charges. We

also approved

restructuring actions

in our International

segment to

optimize our

Häagen-Dazs

shops network

and recorded

6.4

million of

charges.

In addition,

we recorded

a net

recovery of

11.8

million related

to a

voluntary

recall of certain international

agen-Dazs

ice cream products as a result of an insurance recovery.

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

corporate

investment.

addition,

recorded

34.0

million

reduction

our

restructuring

reserve.

Glossary

AOCI.

Accumulated other comprehensive income (loss).

Adjusted diluted EPS.

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

comparability.

Adjusted operating profit.

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

comparability.

Adjusted

operating

profit

margin.

Operating

profit

adjusted

for

certain

items

affecting

year-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.

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.

SOFR.

Secured Overnight Financing Rate.

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.

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 28,

2023, 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

28, 2023, 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 28, 2023. 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 28, 2023.

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 28, 2023

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

2023

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

2023 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 2023 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

section

entitled

“Ownership

General

Mills

Common

Stock

Directors,

Officers

and

Certain

Beneficial

Owners”

our

definitive

Proxy

Statement

for

our

2023

Annual

Meeting

Shareholders

incorporated

herein

reference.

Equity Compensation Plan Information

The following table provides certain information as of May 28, 2023,

with respect to our equity compensation plans:

Plan Category

Number of Securities to be

Issued upon Exercise of

Outstanding Options,

Warrants and Rights (1)

Weighted-Average

Exercise Price of

Outstanding Options,

Warrants and

Rights (2) (a)

Number of Securities Remaining

Available for

Future Issuance Under

Equity Compensation Plans (Excluding

Securities Reflected in Column (1)) (3)

Equity compensation plans

approved by

security holders

18,806,084

(b)

57.43

35,104,287

(d)

Equity compensation plans

not approved by

security holders

97,154

(c)

Total

18,903,238

57.43

35,104,287

(a)

Only includes the weighted-average exercise price of outstanding options,

whose weighted-average term is 5.59 years.

(b)

Includes 11,571,445

stock options, 3,359,589

restricted stock units,

1,690,278 performance share

units (assuming pay out

for

target performance), and 2,184,772 restricted stock units that have

vested and been deferred.

(c)

Includes 97,154 restricted

stock units that have

vested and been deferred.

These awards were made

in lieu of salary

increases

and certain other compensation

and benefits. We

granted these awards under

our 1998 Employee Stock

Plan, which provided

for the

issuance of stock

options, restricted

stock, and restricted

stock units

to attract

and retain

employees and

to align their

interest with those of shareholders.

We discontinued

the 1998 Employee Stock Plan in

September 2003, and no future awards

may be granted under that plan.

(d)

Includes

stock

options,

restricted

stock,

restricted

stock

units,

unrestricted

stock,

stock

appreciation

rights,

and

performance awards that we may

award under our 2022 Stock

Compensation Plan, which has 35,104,287

shares available for

grant at May 28, 2023.

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 2023 Annual Meeting of Shareholders is incorporated

herein by reference.

ITEM 14 - Principal Accountant Fees and Services

The

information

contained

the

section

entitled

“Independent

Registered

Public

Accounting

Firm

Fees”

our

definitive

Proxy

Statement for our 2023 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 28, 2023, May 29,

2022, and May 30, 2021.

Consolidated

Statements

Comprehensive

Income

for

the

fiscal

years

ended

May

28,

2023,

May

29,

2022,

and

May

30,

2021.

Consolidated Balance Sheets as of May 28, 2023 and May 29, 2022.

Consolidated Statements of Cash Flows for the fiscal years ended May 28, 2023,

May 29, 2022, and May 30, 2021.

Consolidated

Statements of

Total

Equity

and Redeemable

Interest for

the fiscal

years ended

May 28,

2023, May

29, 2022,

and May 30, 2021.

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 28, 2023, May 29, 2022, and May 30, 2021:

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

2022

Stock

Compensation

Plan

(incorporated

herein

reference

Exhibit

10.1

the

Company's Current Report on Form 8-K filed September 30, 2022).

10.24

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).

10.25

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).

10.26

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).

10.27

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).

10.28

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).

10.29

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).

10.30

Five-Year

Credit Agreement, dated

as of April 12,

2021, as amended

April 3, 2023,

among the

Company,

the several financial

institutions from time

to time party

to the agreement,

and Bank

of America, N.A., as Administrative Agent.

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

28,

2023,

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 28, 2023

/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 28, 2023

/s/ Kofi A. Bruce

Kofi A. Bruce

Chief Financial Officer

(Principal Financial Officer)

June 28, 2023

/s/ Mark A. Pallot

Mark A. Pallot

Vice President, Chief Accounting

Officer

(Principal Accounting Officer)

June 28, 2023

/s/ R. Kerry Clark

R. Kerry Clark

Director

June 28, 2023

/s/ David M. Cordani

David M. Cordani

Director

June 28, 2023

/s/ C. Kim Goodwin

Director

June 28, 2023

C. Kim Goodwin

/s/ Maria G. Henry

Maria G. Henry

Director

June 28, 2023

/s/ Jo Ann Jenkins

Jo Ann Jenkins

Director

June 28, 2023

/s/ Elizabeth C. Lempres

Elizabeth C. Lempres

Director

June 28, 2023

/s/ Diane L. Neal

Diane L. Neal

Director

June 28, 2023

/s/ Steve Odland

Steve Odland

Director

June 28, 2023

/s/ Maria A. Sastre

Maria A. Sastre

Director

June 28, 2023

/s/ Eric D. Sprunk

Eric D. Sprunk

Director

June 28, 2023

/s/ Jorge A. Uribe

Jorge A. Uribe

Director

June 28, 2023

General Mills, Inc. and Subsidiaries

Schedule II - Valuation

of Qualifying Accounts

Fiscal Year

In Millions

2023

2022

2021

Allowance for doubtful accounts:

Balance at beginning of year

28.3

36.0

33.2

Additions charged to expense

29.6

23.0

25.7

Bad debt write-offs

(28.6)

(26.4)

(29.9)

Other adjustments and reclassifications

(2.4)

(4.3)

7.0

Balance at end of year

26.9

28.3

36.0

Valuation

allowance for deferred tax assets:

Balance at beginning of year

185.1

229.2

214.2

Additions charged (benefits) to expense

77.1

(41.6)

9.1

Adjustments due to acquisitions, translation of amounts, and other

(3.0)

(2.5)

5.9

Balance at end of year

259.2

185.1

229.2

Reserve for restructuring and other exit charges:

Balance at beginning of year

36.8

148.8

17.8

Additions charged to expense, including translation amounts

41.7

3.4

143.9

Reserve adjustment

(34.0)

Net amounts utilized for restructuring activities

(30.8)

(81.4)

(12.9)

Balance at end of year

47.7

36.8

148.8

Reserve for LIFO valuation:

Balance at beginning of year

463.4

209.5

202.1

Increase

137.5

253.9

7.4

Balance at end of year

600.9

463.4

209.5