Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K

☑

ANNUAL REPORT PURSUANT

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

FOR

THE FISCAL YEAR ENDED

MAY 29, 2022

☐

TRANSITION REPORT PURSUANT

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

OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________

Commission file number:

001-01185

---

GENERAL MILLS, INC.

(Exact name of registrant as specified in its charter)

Delaware

41-0274440

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

Number One General Mills Boulevard

Minneapolis

,

Minnesota

55426

(Address of principal executive offices)

(Zip Code)

(763)

764-7600

(Registrant’s telephone number,

including area code)

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, $.10 par value

GIS

New York Stock Exchange

1.000% Notes due 2023

GIS23A

New York Stock Exchange

0.125% Notes due 2025

GIS25A

New York Stock Exchange

0.450% Notes due 2026

GIS26

New York Stock Exchange

1.500% Notes due 2027

GIS27

New York Stock Exchange

Securities registered pursuant to Section 12(g)

of the Act: None

Indicate by check mark if the registrant is a well-known seasoned

issuer, as defined in Rule 405 of the Securities Act.

Yes

☑

No

☐

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

☐

No

☑

Indicate

by

check

mark

whether

the

registrant

(1)

has

filed

all

reports

required

to

be

filed

by

Section

or

15(d)

of

the

Securities

Exchange Act of 1934

during the preceding 12

months (or for such shorter

period that the registrant

was required to file such

reports),

and (2) has been subject to such filing requirements for the past 90 days.

Yes

☑

No

☐

Indicate

by

check

mark

whether

the

registrant

has

submitted

electronically

every

Interactive

Data

File

required

to

be

submitted

pursuant to Rule

405 of Regulation

S-T during

the preceding 12

months (or for

such shorter period

that the registrant

was required

to

submit such files).

Yes

☑

No

☐

Indicate

by

check

mark

whether

the

registrant

is

a

large

accelerated

filer,

an

accelerated

filer,

a

non-accelerated

filer,

a

smaller

reporting

company,

or

an

emerging

growth

company.

See

the

definitions

of

“large

accelerated

filer,”

“accelerated

filer,”

“smaller

reporting company,” and

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

one):

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If

an

emerging

growth

company,

indicate

by

check

mark

if

the

registrant

has

elected

not

to

use

the

extended

transition

period

for

complying with any new or revised financial accounting standards provided

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

☐

Indicate by check mark

whether the registrant has

filed a report on

and attestation to its management’s

assessment of the effectiveness

of its

internal control

over financial

reporting under

Section 404(b)

of the

Sarbanes-Oxley Act

(15 U.S.C.

7262(b)) by

the registered

public accounting firm that prepared or issued its audit report.

☑

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

in Rule 12b-2 of the Act).

Yes

☐

No

☑

Aggregate

market value

of Common

Stock held

by non-affiliates

of the

registrant, based

on the

closing price

of $62.76

per share

as

reported on

the New

York

Stock Exchange

on November

28, 2021

(the last

business day

of the

registrant’s

most recently

completed

second fiscal quarter): $

37,857.2

million.

Number

of

shares

of

Common

Stock

outstanding

as

of

June

15,

2022:

597,158,440

(excluding

157,454,888

shares

held

in

the

treasury).

DOCUMENTS INCORPORATED

BY REFERENCE

Portions of the registrant’s Proxy

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

into Part III.

Table of Contents

Page

Part I

Item 1

Business

Item 1A

Risk Factors