General Mills 10-K 2023-05-28

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 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

☑

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.

☑

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

☐

No

☑

Aggregate

market value

of Common

Stock held

by non-affiliates

of the

registrant, based

on the

closing price

of $82.97

per share

as

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

of

shares

of

Common

Stock

outstanding

as

of

June

14,

2023:

585,182,745

(excluding

169,430,583

shares

held

in

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](a2184)

Unresolved Staff Comments

Item 2

Properties

Item 3

Legal Proceedings

Item 4. [Mine Safety Disclosures](a2437)

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](a27063)

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9A

Controls and Procedures

Item 9B. [Other Information](a27190)

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

I

Item 1. Business

COMPANY OVERVIEW

For more than

150 years, General

Mills has been making

food the world

loves. We

are a leading

global manufacturer and

marketer of

branded consumer

foods with more

than 100 brands

in 100 countries

across six continents.

In addition to

our consolidated operations,

we

have

percent

interests

in

two

strategic

joint

ventures

that

manufacture

and

market

food

products

sold

in

approximately

countries worldwide.

We

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

of

Financial

Condition

and

Results

of

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

of

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

in

our

product

categories

is

based

on

product

innovation,

product

quality,

price,

brand

recognition

and

loyalty,

effectiveness

of

marketing,

promotional

activity,

convenient

ordering

and

delivery

to

the consumer,

and the

ability

to

identify

and

satisfy

consumer

preferences.

Our

principal

strategies

for

competing

in

each

of

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,

we

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

we

use

are

grains

(wheat,

oats,

and

corn),

dairy

products,

meat,

vegetable

oils,

sugar,

vegetables,

fruits,

nuts,

and

other

agricultural

products.

We

also

use

substantial

quantities

of

carton

board,

corrugated,

plastic,

and

metal

packaging

materials,

operating

supplies,

and

energy.

Most

of

these

inputs

for

our

domestic

and

Canadian

operations

are

purchased

from suppliers

in the

United States. In

our 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

of

supply,

commodity

market

fluctuations,

currency

fluctuations,

trade

tariffs,

pandemics,

war,

and

changes

in

governmental

agricultural

and

energy

policies

and

regulations.

We

believe

that

we

will

be

able

to

obtain

an

adequate supply

of needed

inputs. Occasionally

and where

possible, we

make advance

purchases of

items significant

to our

business

in order to ensure continuity of operations. Our objective

is to procure materials meeting both our quality standards and our

production

needs

at

price

levels

that

allow

a

targeted

profit

margin.

Since

these

inputs

generally

represent

the

largest

variable

cost

in

manufacturing our products, to the extent possible, we

often manage the risk associated with adverse

price movements for some inputs

using a

variety of

risk management

strategies. We

also have

a grain

merchandising operation

that provides

us efficient

access to,

and

more informed

knowledge of,

various commodity

markets, principally

wheat and

oats. This

operation holds

physical inventories

that

are carried at net realizable value and uses derivatives to manage its net inventory

position and minimize its market exposures.

TRADEMARKS AND PATENTS

Our

products

are

marketed

under

a

variety

of

valuable

trademarks.

Some

of

the

more

important

trademarks

used

in

our

global

operations

(set

forth

in

italics

in

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

.

We

protect

these

trademarks

as

appropriate

through registrations in the

United States and other jurisdictions.

Depending on the jurisdiction,

trademarks are generally valid

as long

as they are in use

or their registrations are properly

maintained and they have

not been found to have

become generic. Registrations of

trademarks can also generally be renewed indefinitely for

as long as the trademarks are in use.

Some

of

our

products

are

marketed

under

or

in

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

to

CPW,

including

the

Nestlé

and

Uncle

Toby’s

trademarks.

The

Häagen-Dazs

trademark

is

licensed

royalty-free

and

exclusively

to

Nestlé

and

authorized

sublicensees

for

ice

cream

and

other

frozen dessert

products

in

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.

We

continue

our

focus

on

developing

and

marketing

innovative,

proprietary

products,

many

of

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

In

general,

demand

for

our

products

is

evenly

balanced

throughout

the

year.

However,

within

our

North

America

Retail

segment

demand

for

refrigerated

dough,

frozen

baked

goods,

and

baking

products

is

stronger

in

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

in

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

of

human

and

pet

food

products

is

highly

regulated.

In

the

United

States,

our

activities

are

subject

to

regulation by

various federal

government agencies,

including the

Food and

Drug Administration,

Department of

Agriculture, Federal

Trade

Commission,

Department

of

Commerce,

Occupational

Safety

and

Health

Administration,

and

Environmental

Protection

Agency,

as

well

as

various

federal,

state,

and

local

agencies

relating

to

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

As

of

May

28,

2023,

we

were

involved

with

two

response

actions

associated

with

the

alleged

or

threatened

release

of

hazardous

substances or wastes located in Minneapolis, Minnesota and Moonachie, New

Jersey.

Our

operations

are

subject

to

the

Clean

Air

Act,

Clean

Water

Act,

Resource

Conservation

and

Recovery

Act,

Comprehensive

Environmental

Response,

Compensation,

and

Liability

Act,

and

the

Federal

Insecticide,

Fungicide,

and

Rodenticide

Act,

and

all

similar state, local, and foreign environmental laws and regulations applicable

to the jurisdictions in which we operate.

Based on current

facts and circumstances,

we believe that

neither the

results of our

environmental proceedings

nor our compliance

in

general

with

environmental

laws

or

regulations

will

have

a

material

adverse

effect

upon

our

capital

expenditures,

earnings,

or

competitive position.

HUMAN CAPITAL MANAGEMENT

Recruiting, developing, engaging, and protecting our

workforce is critical to executing our strategy and achieving

business success. As

of

May

28,

2023,

we

had

approximately

34,000

employees

around

the

globe,

with

approximately

16,000

in

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

of

high-quality

products

and

successful

execution

of

our

strategy

requires

a

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.

To

foster employee

engagement and

commitment, we

follow a

robust

process

to

listen

to

employees,

take

action,

and

measure

our

progress

with

on-going

employee

conversations,

transparent

communications, and employee engagement surveys.

We

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.

We

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

we

are

committed

to

recruiting,

retaining,

developing,

and

advancing

a

workforce

that

reflects

the

diversity

of

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

of

our

officers

and

directors

are

racially

or

ethnically

diverse.

We

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.

We

are

committed

to

maintaining

a

safe

and

secure

workplace

for

our

employees.

We

set

specific

safety

standards

to

identify

and

manage critical risks.

We

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

of

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

in

a

variety

of

senior

management

positions

with

Ecolab

and

Ford

Motor

Company.

He

served

as

Treasurer

until

2010

when

he

was

named Vice

President, Finance for

Yoplait.

Mr. Bruce

reassumed his role

as Vice

President, Treasurer

from 2012 until

2014 when

he

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

in

various

marketing

roles

in

the

Betty

Crocker,

Yoplait,

and

Big

G

cereal

divisions.

He

was

named

Vice

President,

Marketing

for

CPW

in

2003

and

Vice

President

of

the

Big

G

cereal

division

in

In

2011,

he

was

promoted

to

Senior

Vice

President

for

the

Big

G

cereal

division.

Mr.

Harmening

was

appointed

Senior

Vice

President,

Chief

Executive

Officer

of

CPW

in

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.

He

was named

Chief

Executive

Officer

in

2017

and

Chairman

of the

Board

in

Mr. Harmening is a director of

The Toro Company.

Dana

M.

McNabb

,

age

47,

is

Chief

Strategy

&

Growth

Officer.

Ms.

McNabb

joined

General

Mills

in

1999

and

held

a

variety

of

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,

is

Chief

Digital

and

Technology

Officer.

He

spent

years

at

PepsiCo,

Inc.,

serving

in

roles

of

increasing

responsibility,

including

most

recently

as

Senior

Vice

President

and

Chief

Information

Officer

of

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

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

in

Mr.

Nudi

was

named

Vice

President;

President,

Snacks,

in

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

Shawn

P.

O’Grady

,

age

59,

is

Group

President,

North

America

Foodservice.

Mr.

O’Grady

joined

General

Mills

in

1990

and

held

several

marketing

roles

in

the

Snacks,

Meals,

and

Big

G

cereal

divisions.

He

was

promoted

to

Vice

President

in

1998

and

held

marketing positions in the

Betty Crocker and Pillsbury USA

divisions. In 2004, he moved into

Consumer Foods Sales, becoming

Vice

President, President, U.S. Retail Sales

in 2007, Senior Vice

President, President, Consumer Foods

Sales Division in 2010, Senior

Vice

President,

Sales &

Channel

Development

in

2012,

and

Group

President,

Convenience

Stores

&

Foodservice

in

He

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.

He

was elected

to

his

present

position

in

February

Prior

to

joining

General

Mills,

Mr.

Pallot

held

accounting

and

financial

reporting

positions

at

Residential

Capital,

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

LL

P.

Bethany

Quam

,

age

52,

is

Group

President,

Pet.

Ms.

Quam

joined

General

Mills

in

1993

and

held

a

variety

of

positions

before

becoming

Vice

President,

Strategic

Planning

in

She

was

promoted

to

Vice

President,

Field

Sales,

Channels

in

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

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,

is

Group

President,

International.

Mr.

Walker

joined

General

Mills

in

1989

and

held

a

variety

of

positions

before becoming

Vice

President, President

of Latin

America in

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

He was

named to his current position in July 2021.

Jacqueline

Williams-Roll

,

age

54,

is

Chief

Human

Resources

Officer.

Ms.

Williams-Roll

joined

General

Mills

in

In

this

capacity,

she

also

has

responsibility

for

Corporate

Communications.

She

held

human

resources

leadership

roles

in

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

in

She

was

named

to

her

present

position

in

Prior

to

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

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

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

is

https://www.generalmills.com.

We

make

available,

free

of

charge

in

the

“Investors”

portion

of

this

website,

annual

reports

on

Form

10-K,

quarterly

reports

on

Form

10-Q,

current

reports

on

Form

8-K,

and

amendments

to

those

reports

filed

or

furnished pursuant to Section 13(a)

or 15(d) of the Securities Exchange

Act of 1934 (1934 Act) as soon

as reasonably practicable after

we

electronically

file

such

material

with,

or

furnish

it

to,

the

Securities

and

Exchange

Commission

(SEC).

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

is

subject

to

various

risks

and

uncertainties.

Any

of

the

risks

described

below

could

materially,

adversely

affect

our

business, financial condition, and results of operations.

Business and Industry Risks

The

categories

in

which

we

participate

are

very

competitive,

and

if

we

are

not

able

to

compete

effectively,

our

results

of

operations could be adversely

affected.

The

human

and

pet

food

categories

in

which

we

participate

are

very

competitive.

Our principal

competitors

in

these

categories

are

manufacturers,

as

well

as

retailers

with

their

own

branded

and

private

label

products.

Competitors

market

and

sell

their

products

through

brick-and-mortar

stores

and

e-commerce.

All

of

our

principal

competitors

have

substantial

financial,

marketing,

and

other

resources.

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.

Competition

in

our

product

categories

is

based on

product

innovation, product

quality,

price,

brand recognition

and loyalty,

effectiveness

of marketing,

promotional

activity,

convenient

ordering

and

delivery

to

the

consumer,

and

the

ability

to

identify

and

satisfy

consumer

preferences.

If

our

large

competitors

were

to

seek

an

advantage

through

pricing

or

promotional

changes,

we

could

choose

to

do

the

same,

which

could

adversely affect

our margins

and profitability.

If we

did not

do the

same, our

revenues and

market share

could be

adversely affected.

Our market share

and revenue growth

could also be

adversely impacted if

we are not

successful in introducing

innovative products

in

response

to

changing

consumer

demands

or by

new product

introductions

of our

competitors.

If

we

are unable

to build

and

sustain

brand

equity

by

offering

recognizably

superior

product

quality,

we

may

be

unable

to

maintain

premium

pricing

over

generic

and

private label products.

We may be unable to maintain our profit

margins in the face of a consolidating retail environment.

There has

been significant

consolidation in

the grocery industry,

resulting in

customers with increased

purchasing power.

In addition,

large

retail

customers

may

seek

to

use

their

position

to

improve

their

profitability

through

improved

efficiency,

lower

pricing,

increased

reliance

on

their

own

brand

name

products,

increased

emphasis

on

generic

and

other

economy

brands,

and

increased

promotional

programs.

If we

are

unable

to use

our

scale, marketing

expertise,

product

innovation,

knowledge

of consumers’

needs,

and category

leadership positions

to respond

to these

demands, our

profitability and

volume growth

could be

negatively impacted.

In

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

we

depend

on

for

raw

materials,

packaging,

and

energy

may

adversely

affect

our

profitability.

The

principal

raw

materials

that

we

use

are

commodities

that

experience

price

volatility

caused

by

external

conditions

such

as

weather,

climate

change,

product

scarcity,

limited

sources

of

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

in

unexpected

increases

in

raw

material,

packaging,

energy,

and

transportation

costs.

If

we

are

unable

to

increase productivity

to offset

these increased

costs or

increase our

prices, we

may experience

reduced margins

and profitability.

We

do not fully

hedge against changes

in commodity prices,

and the risk management

procedures that we

do use may

not always work

as

we intend.

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

to

avoid certain products or ingredients.

We

could

be

adversely

affected

if

consumers

in

our

principal

markets

lose

confidence

in

the

safety

and

quality

of

certain

of

our

products

or

ingredients.

Adverse

publicity

about

these

types

of

concerns,

whether

or

not

valid,

may

discourage

consumers

from

buying our products or cause production and delivery disruptions.

We

may be

unable to

anticipate changes

in consumer

preferences and

trends,

which may

result in

decreased demand

for our

products.

Our success

depends in

part on

our ability

to anticipate

the tastes,

eating habits,

and purchasing

behaviors of

consumers and

to offer

products

that

appeal

to

their

preferences

in

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

or

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

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

a

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

or

attributes.

We may be unable to grow

our market share or add products that are

in faster

growing and more profitable categories.

The

food

industry’s

growth

potential

is

constrained

by

population

growth.

Our

success

depends

in

part

on

our

ability

to

grow

our

business faster than

populations are growing

in the markets

that we serve.

One way to

achieve that growth

is to enhance

our portfolio

by adding innovative

new products in faster

growing and more

profitable categories. Our future

results will also depend

on our ability

to

increase

market

share

in

our

existing

product

categories.

If

we

do

not

succeed

in

developing

innovative

products

for

new

and

existing categories,

our growth 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

is

based

in

large

part

on

the

degree

to

which

consumers

react

and

respond

positively

to

these

brands.

Brand

value

could

diminish

significantly

due

to

a

number

of

factors,

including

consumer

perception

that

we

have

acted

in

an

irresponsible

manner,

adverse

publicity

about

our

products,

our

failure

to

maintain

the

quality

of

our

products,

the

failure

of

our

products

to

deliver

consistently

positive

consumer

experiences,

concerns

about

food

safety,

or

our

products

becoming

unavailable

to

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

by

consumers,

us,

and

third

parties

increases

the

speed

and

extent

that

information

or

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.

If

we

do

not

maintain

the

favorable

perception

of

our

brands,

our

business

results

could

be

negatively impacted.

Operating Risks

If

we

are

not

efficient

in

our

production,

our

profitability

could

suffer

as

a

result

of

the

highly

competitive

environment

in

which we operate.

Our future success and

earnings growth depend in

part on our ability to

be efficient in the

production and manufacture of

our products

in

highly

competitive

markets.

Gaining

additional

efficiencies

may

become

more

difficult

over

time.

Our

failure

to

reduce

costs

through

productivity

gains

or

by

eliminating

redundant

costs

resulting

from

acquisitions

or

divestitures

could

adversely

affect

our

profitability

and

weaken

our

competitive

position.

Many

productivity

initiatives

involve

complex

reorganization

of

manufacturing

facilities

and

production

lines.

Such

manufacturing

realignment

may

result

in

the

interruption

of

production,

which

may

negatively

impact

product

volume

and

margins.

We

periodically

engage

in

restructuring

and

cost

savings

initiatives

designed

to

increase

our

efficiency

and

reduce

expenses.

If

we

are

unable

to

execute

those

initiatives

as

planned,

we

may

not

realize

all

or

any

of

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

to

make,

move,

and

sell

products

is

critical

to

our

success.

Damage

or

disruption

to

raw

material

supplies

or

our

manufacturing

or

distribution

capabilities

due

to

weather,

climate

change,

natural

disaster,

fire,

terrorism,

cyber-attack,

pandemics,

war,

governmental

restrictions

or

mandates,

labor

shortages,

strikes,

import/export

restrictions,

or

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

of

third

parties

on

which

we

rely,

including

those

third

parties

who

supply

our

ingredients,

packaging,

capital

equipment

and

other

necessary

operating

materials,

contract

manufacturers,

commercial

transport,

distributors,

contractors,

and

external business partners, to meet

their obligations to us, or significant

disruptions in their ability to do

so, may negatively impact our

operations. Our

suppliers’ policies

and practices

can damage

our reputation

and the quality

and safety

of our

products. Disputes

with

significant suppliers,

including disputes regarding

pricing or performance,

could adversely

affect our

ability 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

to

mitigate

the

likelihood

or

potential

impact

of

such

events,

or

to

effectively

manage

such

events

if

they

occur,

particularly

when a

product is

sourced from

a single

location or

supplier,

could adversely

affect our

business and

results of

operations, as

well as

require additional resources to restore our supply chain.

Short term or

sustained increases in

consumer demand at

our retail customers

may exceed our

production capacity or

otherwise strain

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

adversely affect our business and results of operations.

Our international operations are subject to political and economic

risks.

In fiscal

2023, 19

percent of

our consolidated

net sales

were generated

outside of

the United

States. We

are accordingly

subject to

a

number of risks relating to doing business internationally,

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

●

political and economic instability;

●

exchange controls and currency exchange rates;

●

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

to

reduce

the

effects

of

our

exposure

to

currency

fluctuations,

but

these

agreements

may

not

be

effective in significantly reducing our exposure.

A

strengthening

in

the

U.S.

dollar

relative

to

other

currencies

in

the

countries

in

which

we

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

an

important

role

in

the

efficient

and

effective

operation

of

our

business.

We

rely

on

information

technology networks

and systems, including

the internet, to

process, transmit,

and store electronic

information to

manage a variety

of

business processes and

to comply with

regulatory,

legal, and tax requirements.

Our information technology

systems and infrastructure

are

critical

to

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

of

our

information

technology

systems,

as

well

as

the

confidentiality,

integrity,

and

availability

of

the

data

stored

on

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

or

proceedings,

regulatory

penalties,

and

the

loss

of

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

to

time,

we

evaluate

potential

acquisitions

or

joint

ventures

that

would

further

our

strategic

objectives.

Our

success

depends, in part,

upon our ability

to integrate acquired

and existing operations.

If we are

unable to successfully

integrate acquisitions,

our financial

results could

suffer.

Additional potential

risks associated

with acquisitions

include

additional debt

leverage, the

loss of

key

employees

and

customers

of

the

acquired

business,

the

assumption

of

unknown

liabilities,

the

inherent

risk

associated

with

entering a 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

If

our

products

become

adulterated,

misbranded,

or

mislabeled,

we

might

need

to

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

in

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

of

our

employees.

Our

failure

to

comply

with

such

laws

and

regulations

could

subject

us

to

lawsuits,

administrative

penalties,

and civil

remedies,

including fines,

injunctions,

and recalls

of our

products.

We

advertise our

products and

could be

the target

of claims

relating to

alleged false

or deceptive

advertising

under federal,

state, and

foreign laws

and regulations.

We may also be

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

We

are

subject

to

various

federal,

state,

local,

and

foreign

environmental

laws

and

regulations.

Our

failure

to

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

to

differ

from

our

estimates.

We

cannot

guarantee

that

our

costs

in

relation

to

these

matters,

or

compliance

with

environmental

laws

in

general,

will

not

exceed

our

established

liabilities

or

otherwise

have

an

adverse

effect

on

our

business

and

results of operations.

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

on

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

or

other

sustainability

issues

also

may

adversely

impact

demand

for

our

products

due

to

changes

in

consumer

preferences or

negative consumer

reaction to

our commitments

and actions

to address

these issues.

We

may also

become subject

to

additional

legal

and

regulatory

requirements

relating

to

climate

change

or

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.

We

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

in

the

market

value

of

derivatives

we

use

to

manage

exposures

to

fluctuations

in

commodity

prices

may

cause

volatility in our gross margins and net earnings.

We

utilize derivatives

to manage

price risk

for some

of our

principal ingredient

and energy

costs, including

grains (oats,

wheat, and

corn), oils (principally soybean),

dairy products, natural gas, and diesel

fuel. Changes in the values

of these derivatives are recorded

in

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

of

Earnings

and in

unallocated

corporate

items outside

our

segment

operating

results until

we

utilize

the

underlying

input

in

our

manufacturing

process,

at

which

time

the

gains

and

losses

are

reclassified

to

segment

operating

profit. We also

record our grain inventories at net realizable value. We

may experience volatile earnings as a result of these accounting

treatments.

Economic downturns could limit consumer demand for our products.

The

willingness

of

consumers

to

purchase

our

products

depends

in

part

on

local

economic

conditions.

In

periods

of

economic

uncertainty,

consumers

may

purchase

more

generic,

private

label,

and

other

economy

brands

and

may

forego

certain

purchases

altogether.

In those circumstances,

we could experience

a reduction in sales

of higher margin

products or a shift

in our product mix

to

lower margin

offerings.

In addition,

as a

result of

economic conditions

or competitive

actions, we

may be

unable to

raise our

prices

sufficiently to

protect margins.

Consumers may

also reduce the

amount of food

that they consume

away from home

at customers that

purchase products

from our

North America

Foodservice segment.

Any of

these events

could have

an adverse

effect on

our results

of

operations.

We

have

a

substantial

amount

of

indebtedness,

which

could

limit

financing

and

other

options

and

in

some

cases

adversely

affect our ability to pay dividends.

As

of

May

28,

2023,

we

had

total

debt

and

noncontrolling

interests

of

$12.0

billion.

The

agreements

under

which

we

have

issued

indebtedness

do not

prevent us

from

incurring

additional unsecured

indebtedness

in the

future.

Our level

of indebtedness

may

limit

our:

●

ability to

obtain additional

financing for

working capital,

capital expenditures,

or general

corporate purposes,

particularly if

the ratings assigned to our debt securities by rating organizations

were revised downward; and

●

flexibility to

adjust to

changing business

and market

conditions and

may make

us more

vulnerable to

a downturn

in general

economic conditions.

There are

various financial

covenants and

other restrictions

in our

debt instruments

and noncontrolling

interests. If

we fail to

comply

with any of

these requirements, the

related indebtedness,

and other unrelated

indebtedness, could

become due and

payable prior

to its

stated maturity and our ability to obtain additional or alternative financing

may also be adversely affected.

Our ability

to make

scheduled payments

on or

to refinance

our debt

and other

obligations will

depend on

our operating

and financial

performance,

which

in

turn

is

subject

to

prevailing

economic

conditions

and

to

financial,

business,

and

other

factors

beyond

our

control.

We

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.

We

sponsor

a number

of defined

benefit plans

for employees

in the

United

States, Canada,

and various

foreign

locations, including

defined

benefit

pension,

retiree

health

and

welfare,

severance,

and

other

postemployment

plans.

Our

major

defined

benefit

pension

plans are

funded with

trust assets

invested in

a globally

diversified portfolio

of securities

and other

investments. Changes

in interest

rates, mortality

rates, health

care costs,

early

retirement rates,

investment

returns, and

the market

value of

plan

assets can

affect

the

funded status

of our

defined benefit

plans and

cause volatility

in the

net periodic

benefit cost

and future

funding requirements

of the

plans.

A

significant

increase

in

our

obligations

or

future

funding

requirements

could

have

a

negative

impact

on

our

results

of

operations and cash flows from operations.

A

change

in

the

assumptions

regarding

the

future

performance

of

our

businesses

or

a

different

weighted-average

cost

of

capital

used

to

value

our

reporting

units

or

our

indefinite-lived

intangible

assets

could

negatively

affect

our

consolidated

results of operations and net worth.

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.

We

compare

the

carrying

value

of

the

reporting

unit,

including

goodwill,

to

the

fair

value

of

the

reporting

unit.

If

the

fair

value

of

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.

If

current

expectations

for

growth

rates

for

sales

and

profits

are

not

met,

or

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.

We

evaluate

the

useful

lives

of

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

a

determination

on

useful

life

requires

significant

judgments

and

assumptions

regarding

the

future

effects

of

obsolescence,

demand,

competition,

other

economic

factors

(such

as

the

stability

of

the

industry,

known

technological

advances,

legislative action

that results

in an

uncertain or

changing regulatory

environment, and

expected changes

in distribution

channels), the

level of required maintenance expenditures, and the expected lives of other

related groups of assets.

Our

indefinite-lived

intangible

assets

are

also

tested

for

impairment

annually

and

whenever

events

or

changes

in

circumstances

indicate

that 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

to

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

We

own

our

principal

executive

offices

and

main research

facilities,

which

are

located

in the

Minneapolis,

Minnesota

metropolitan

area. We

operate numerous

manufacturing facilities

and maintain many

sales and administrative

offices, warehouses,

and distribution

centers 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

in

the

Asia/Middle

East/Africa

Region.

The

following

is

a

list

of

the

locations

of

our

principal

production

facilities,

which primarily support the segment noted:

North America Retail

St. Hyacinthe, Canada
Irapuato, Mexico
Buffalo, New York
Covington, Georgia
Reed City, Michigan
Cincinnati, Ohio
Belvidere, Illinois
Fridley, Minnesota
Wellston, Ohio
Geneva, Illinois
Hannibal, Missouri
Murfreesboro, Tennessee
Cedar Rapids, Iowa
Albuquerque, New Mexico
Milwaukee, Wisconsin

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

We

operate

numerous

grain

elevators

in

the

United

States

in

support

of

our

domestic

manufacturing

activities.

We

also

utilize

approximately

16 million

square

feet

of

warehouse

and

distribution

space, nearly

all of

which

is leased,

that

primarily

supports

our

North America

Retail

and Pet segments.

We

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

as

of

May

28,

2023,

that

were

reasonably

likely

to

have

a

material

adverse

effect

on

our

consolidated

financial

position

or

results

of

operations. See

the information

contained under

the section entitled

“Environmental Matters”

in Item 1

of this report

for a discussion

of environmental matters in which we are involved.

ITEM 4 - Mine Safety Disclosures

None.

PART

II

Item 5. Market for Registrant’s Common

Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities

Our common

stock is

listed on

the New

York

Stock Exchange

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

to

shares

of

our

common

stock

that

we

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)

On

June

27, 2022,

our

Board of

Directors

approved

a new

authorization

for

the repurchase

of

up to

100,000,000

shares of

our

common

stock

and

terminated

the

prior

authorization.

Purchases

can

be

made

in

the

open

market

or

in

privately

negotiated

transactions,

including

the

use

of

call

options

and

other

derivative

instruments,

Rule

10b5-1

trading

plans,

and

accelerated

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

the authorization.

Item 7. Management’s Discussion and Analysis of

Financial Condition and Results of Operations

EXECUTIVE OVERVIEW

We

are

a

global packaged

foods company.

We

develop

distinctive

value-added

food

products

and

market

them under

unique

brand

names.

We

work

continuously

to

improve

our

core

products

and

to

create

new

products

that

meet

consumers’

evolving

needs

and

preferences.

In

addition,

we

build

the

equity

of

our

brands

over

time

with

strong

consumer-directed

marketing,

innovative

new

products,

and

effective

merchandising.

We

believe

our

brand-building

approach

is

the

key

to

winning

and

sustaining

leading

share

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

us

to

generate

a

consistent

balance

of

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.

We

are executing

our Accelerate

strategy to

drive sustainable,

profitable growth

and top-tier

shareholder returns

over the

long term.

The

strategy

focuses

on

four

pillars

to

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

we

are

committed

to

reshaping

our

portfolio

with

strategic

acquisitions

and

divestitures to further enhance our growth profile.

In

fiscal

2023,

we

continued

to

successfully

adapt

to

the

dynamic

operating

environment

and

deliver

strong

performance.

This

included

growth

in

organic

net

sales,

adjusted

operating

profit,

and

adjusted

diluted

EPS

that

was

ahead

of

our

initial

targets.

We

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

We

continued

to

compete

effectively,

including

holding

or

growing

market

share

in

more

than

percent

of

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

on

a

2-year

basis.

We

generated

organic

net

sales

growth

across

each

of

our

four

operating

segments, fueled by

compelling brand building

and innovation across our

leading brands, and supported

with strong levels of

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

We

continued

to

invest

for

the

future,

including

a

percent

increase

in

media

and

advertising

expense,

a

double-digit

increase

in

investment

in

our

digital

and

technology

capability,

and

a

strong

increase

in

capital

investment

new

growth capacity.

We

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

to

$20,094 million.

On

an

organic

basis,

net

sales

increased

percent

compared

to

year-ago

levels.

Operating

profit

of

$3,434 million

was

down

percent.

Adjusted

operating

profit

of

$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

of

$4.30

increased

percent

on

a

constant-currency

basis

(See

the

“Non-GAAP

Measures”

section

below

for

a

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).

A

detailed

review

of

our

fiscal

2023

performance

compared

to

fiscal

2022

appears

below

in

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

to

continue

to

compete

effectively,

to

improve

our

supply

chain

efficiency,

and

to

maintain

our

disciplined

approach

to

capital

allocation.

We

expect

the

largest

factors

impacting

our

performance

in

fiscal

2024

will

be

the

economic

health

of

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

in

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

to

impact

sourcing,

manufacturing,

and

logistics

costs.

We

expect

to

generate

higher

levels

of

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

to

range

between

to 6

percent

in

constant-currency

from

the

base

of

$4.30

earned

in

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,

an

unfavorable

change

to

the

mark-to-marke

Showing the first 8K of 79K characters. Open the full section

Item 7A. QUANTITATIVE

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

We

are

exposed

to

market

risk

stemming

from

changes

in

interest

and

foreign

exchange

rates

and

commodity

and

equity

prices.

Changes

in

these

factors

could

cause

fluctuations

in

our

earnings

and

cash

flows.

In

the

normal

course

of

business,

we

actively

manage

our

exposure

to

these market

risks

by entering

into various

hedging

transactions,

authorized

under

established

policies

that

place 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

on

interest

rate,

foreign

exchange,

commodity

price,

and

equity

instrument

risk,

please

see

Note

to

the

Consolidated

Financial Statements in Item 8 of this report.

VALUE

AT RISK

The

estimates

in

the

table below

are

intended

to measure

the

maximum

potential

fair value

we

could

lose

in one

day

from

adverse

changes

in

market

interest

rates,

foreign

exchange

rates,

commodity

prices,

and

equity

prices

under

normal

market

conditions.

A

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

to

estimate the

potential volatility

and correlation

of these

rates in

the future.

The market

data were

drawn from

the RiskMetrics™

data

set.

The

calculations

are

not

intended

to

represent

actual

losses

in

fair

value

that

we

expect

to

incur.

Further,

since

the

hedging

instrument (the derivative) inversely correlates

with the underlying exposure, we would

expect that any loss or gain in the fair

value of

our

derivatives

would

be

generally

offset

by

an

increase

or

decrease

in

the

fair

value

of

the

underlying

exposure.

The

positions

included

in the

calculations were:

debt; investments;

interest rate

swaps; foreign

exchange forwards;

commodity swaps,

futures, and

options; and

equity instruments.

The calculations

do not

include the

underlying foreign

exchange and

commodities 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,

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

be

affected

by

a

variety

of

factors,

such

as:

disruptions

or

inefficiencies

in

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,

or

the

availability

of

capital;

product

development

and

innovation;

consumer

acceptance

of

new

products

and

product

improvements;

consumer

reaction

to

pricing

actions

and

changes

in

promotion

levels;

acquisitions

or

dispositions

of

businesses

or

assets; changes in capital structure;

changes in the legal and regulatory

environment, including tax legislation,

labeling and advertising

regulations, and litigation; impairments in the carrying

value of goodwill, other intangible assets, or other long

-lived assets, or changes

in

the

useful

lives

of

other

intangible

assets;

changes

in

accounting

standards

and

the

impact

of

significant

accounting

estimates;

product quality

and safety

issues, including

recalls and product

liability; changes

in consumer

demand for our

products; effectiveness

of advertising,

marketing,

and promotional

programs;

changes

in consumer

behavior,

trends, and

preferences,

including

weight

loss

trends; consumer perception

of health-related issues,

including obesity; consolidation

in the retail environment;

changes in purchasing

and

inventory

levels

of

significant

customers;

fluctuations

in

the

cost

and

availability

of

supply

chain

resources,

including

raw

materials,

packaging,

energy,

and

transportation;

effectiveness

of

restructuring

and

cost

saving

initiatives;

volatility

in

the

market

value of

derivatives used to

manage price

risk for certain

commodities; benefit

plan expenses due

to changes

in plan asset

values and

discount rates used to determine plan liabilities; failure

or breach of our information technology systems;

foreign economic conditions,

including currency rate fluctuations; and political unrest in foreign markets

and economic uncertainty due to terrorism or war.

You

should also consider the risk factors that we identify in Item 1A of 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

of

General

Mills,

Inc.

is

responsible

for

the

fairness

and

accuracy

of

the

consolidated

financial

statements.

The

statements

have

been

prepared

in

accordance

with

accounting

principles

that

are

generally

accepted

in

the

United

States,

using

management’s

best estimates and judgments where

appropriate. The financial information throughout

this Annual Report on Form

10-

K is consistent with our consolidated financial statements.

Management

has established

a system

of internal

controls that

provides

reasonable

assurance that

assets are

adequately

safeguarded

and

transactions

are

recorded

accurately

in

all

material

respects,

in

accordance

with

management’s

authorization.

We

maintain

a

strong

audit program

that independently

evaluates

the adequacy

and effectiveness

of internal

controls. Our

internal controls

provide

for

appropriate

separation

of

duties

and

responsibilities,

and

there

are

documented

policies

regarding

use

of

our

assets

and

proper

financial reporting. These formally stated and regularly communicated

policies demand highly ethical conduct from all employees.

The Audit

Committee of

the Board

of Directors

meets regularly

with management,

internal auditors,

and our

independent registered

public

accounting

firm

to

review

internal

control,

auditing,

and

financial

reporting

matters.

The

independent

registered

public

accounting firm, internal auditors, and employees have full and free access to

the Audit Committee at any time.

The Audit

Committee reviewed

and approved

the Company’s

annual financial

statements. The

Audit Committee

recommended,

and

the Board

of Directors

approved, that

the consolidated

financial statements

be included

in the

Annual Report.

The Audit

Committee

also appointed KPMG LLP to serve as the Company’s

independent registered public accounting firm for fiscal 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

We

have

audited

the

accompanying

consolidated

balance

sheets

of

General

Mills,

Inc. and

subsidiaries

(the

Company)

as

of

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

of

the

years

in

the

three-year

period

ended

May 28, 2023,

and

the

and

financial

statement schedule

II (collectively,

the consolidated

financial statements).

We

also have

audited the

Company’s

internal control

over

financial reporting as

of May 28, 2023, based

on criteria established

in

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

of

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,

in

conformity

with

U.S.

generally

accepted

accounting

principles.

Also

in

our

opinion,

the

Company maintained,

in all material

respects, effective

internal control

over financial

reporting as of

May 28, 2023, based

on criteria

established

in

Internal

Control

–

Integrated

Framework

(2013)

issued

by

the

Committee

of

Sponsoring

Organizations

of

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

of

the

effectiveness

of

internal

control

over

financial

reporting,

included

in

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

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

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.

We

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.

A

company’s

internal

control

over

financial

reporting

includes

those

policies

and

procedures

that

(1)

pertain

to

the

maintenance

of

records

that,

in

reasonable

detail,

accurately

and

fairly

reflect

the

transactions

and

dispositions

of

the

assets

of

the

company; (2) provide

reasonable assurance that

transactions are recorded

as necessary to permit

preparation of financial

statements in

accordance with

generally accepted

accounting principles,

and that

receipts and

expenditures of

the company

are being

made only

in

accordance

with

authorizations

of

management

and

directors

of

the

company;

and

(3)

provide

reasonable

assurance

regarding

prevention or timely detection of unauthorized acquisition, use, or

disposition of the company’s

assets that could have a material effect

on the financial statements.

Because of its inherent

limitations, internal control

over financial reporting may

not prevent or detect

misstatements. Also, projections

of any evaluation

of effectiveness to

future periods are

subject to the

risk that controls

may become inadequate

because of changes

in

conditions, or that the degree of compliance with the policie

Showing the first 8K of 162K characters. Open the full section

Item 9A. Controls and Procedures

We,

under the

supervision and

with the

participation of

our management,

including our

Chief Executive

Officer and

Chief Financial

Officer,

have

evaluated

the

effectiveness

of

the design

and

operation

of

our

disclosure

controls

and

procedures

(as

defined

in

Rule

13a-15(e) under the 1934 Act). Based on that evaluation, our Chief Executive

Officer and Chief Financial Officer have concluded

that,

as of May 28,

2023, our disclosure

controls and procedures

were effective

to ensure that information

required to be disclosed

by us in

reports

that

we

file

or

submit

under

the

1934

Act

is

(1)

recorded,

processed,

summarized,

and

reported

within

the

time

periods

specified

in applicable

rules and

forms, and

(2)

accumulated and

communicated

to our

management,

including our

Chief

Executive

Officer and Chief Financial Officer,

in a manner that allows timely decisions regarding required disclosure.

There were

no changes

in our

internal control

over financial

reporting (as

defined in

Rule 13a-15(f)

under the

1934 Act)

during our

fiscal quarter ended May

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

of

General

Mills,

Inc.

is

responsible

for

establishing

and

maintaining

adequate

internal

control

over

financial

reporting,

as

such

term

is

defined

in

Rule

13a-15(f)

under

the

1934

Act.

The

Company’s

internal

control

system

was

designed

to

provide

reasonable

assurance

to

our

management

and

the

Board

of

Directors

regarding

the

preparation

and

fair

presentation

of

published

financial

statements.

Under

the

supervision

and

with

the

participation

of

management,

including

our

Chief

Executive

Officer and Chief Financial Officer,

we conducted an assessment of the effectiveness

of our internal control over financial reporting

as

of May 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

on

our

assessment

using

the

criteria

set

forth

by

COSO

in

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

a

report

on the

effectiveness

of

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

in

the

sections

entitled

“Proposal

Number

-

Election

of

Directors”

and

“Shareholder

Director

Nominations”

contained

in

our

definitive

Proxy

Statement

for

our

2023

Annual

Meeting

of

Shareholders

is

incorporated

herein

by

reference.

Information regarding our executive officers is set forth in

Item 1 of this report.

The

information

regarding

our

Audit

Committee,

including

the

members

of

the

Audit

Committee

and

audit

committee

financial

experts, set forth

in the section

entitled “Board

Committees and

Their Functions”

contained in our

definitive Proxy

Statement for

our

2023 Annual Meeting of Shareholders is incorporated herein by reference.

We

have adopted a

Code of Conduct

applicable to all employees,

including our principal

executive officer,

principal financial officer,

and

principal

accounting

officer.

A

copy

of

the

Code

of Conduct

is

available

on

our

website

at

https://www.general

mills.com.

We

intend

to

post

on

our

website

any

amendments

to

our

Code

of

Conduct

and

any

waivers

from

our

Code

of

Conduct

for

principal

officers.

Item 11. Executive Compensation

The

information

contained

in

the

sections

entitled

“Executive

Compensation,”

“Director

Compensation,”

and

“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

in

the

section

entitled

“Ownership

of

General

Mills

Common

Stock

by

Directors,

Officers

and

Certain

Beneficial

Owners”

in

our

definitive

Proxy

Statement

for

our

2023

Annual

Meeting

of

Shareholders

is

incorporated

herein

by

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,

shares

of

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

in

the

section

entitled

“Independent

Registered

Public

Accounting

Firm

Fees”

in

our

definitive

Proxy

Statement for our 2023 Annual Meeting of Shareholders is incorporated herein

by reference.

PART

IV

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

of

Comprehensive

Income

for

the

fiscal

years

ended

May

28,

2023,

May

29,

2022,

and

May

30,

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:

.

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

of

Incorporation

of

the

Company

(incorporated

herein

by

reference to Exhibit 3.1 to the Company’s

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

3.2

By-laws

of

the

Company

(incorporated

herein

by

reference

to

Exhibit

3.1

to

the

Company’s

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

4.1

Indenture,

dated

as

of

February

1,

1996,

between

the

Company

and

U.S.

Bank

National

Association

(f/k/a

First

Trust

of

Illinois,

National

Association)

(incorporated

herein

by

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

by

reference

to

Exhibit

4.2

to

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

by

reference

to

Exhibit

10.2

to

the

Company’s

Quarterly

Report

on

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

by

reference

to

Exhibit

10.6

to

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

by

reference

to

Exhibit

10.1

to

the

Company’s

Quarterly

Report

on

Form

10-Q

for

the

fiscal

quarter

ended

November 27, 2016).

10.6

*

Executive

Incentive

Plan

(incorporated

herein

by reference

to

Exhibit

10.1

to

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

on

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

by

reference

to

Exhibit

10.1

to the

Company’s

Quarterly

Report

on

Form

10-Q

for the

fiscal

quarter

ended February

28, 2021).

10.10

*

2005

Supplemental

Retirement

Plan

(incorporated

herein

by

reference

to

Exhibit

10.3

to

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

by

reference

to

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

by

reference

to

Exhibit

10.5

to

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

by

reference

to

Exhibit

10.6

to

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

as

of

September

26,

1988,

between the Company and

Norwest Bank Minnesota, N.A. (incorporated

herein by reference to

Exhibit

10.3

to

the

Company’s

Quarterly

Report

on

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

by

reference

to

Exhibit

10.4

to

the

Company’s Quarterly Report on

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

10.16

*

Form

of

Performance

Share

Unit

Award

Agreement

(incorporated

herein

by

reference

to

Exhibit

10.18

to

the Company’s

Annual

Report

on

Form

10-K

for

the fiscal

year

ended May

27, 2018).

10.17

*

Form

of

Stock

Option

Agreement

(incorporated

herein

by

reference

to

Exhibit

10.19

to

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

to

Exhibit

10.1

to

the

Company’s

Quarterly

Report

on

Form

10-Q

for

the

fiscal

quarter

ended

November 26, 2017).

10.20

*

2017

Stock

Compensation

Plan

(incorporated

herein

by

reference

to

Exhibit

10.2

to

the

Company’s Quarterly Report on

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

10.21

*

Supplemental

Retirement

Plan

I

(Grandfathered)

(incorporated

herein

by

reference

to

Exhibit

10.2

to the

Company’s

Quarterly

Report

on

Form

10-Q

for the

fiscal

quarter

ended February

28, 2021).

10.22

*

Supplemental

Retirement

Plan

I

(incorporated

herein

by

reference

to

Exhibit

10.6

to

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

by

reference

to

Exhibit

10.1

to

the

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

10.24

Agreements,

dated

November

29,

1989,

by

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

of

Cereal

Partners

Worldwide,

dated

November

21,

1989,

and

Addendum

No.

to

Protocol, dated

February 9,

1990, between

the Company

and Nestle

S.A. (incorporated

herein

by

reference

to

Exhibit

10.16

to

the

Company’s

Annual

Report

on

Form

10-K

for

the

fiscal

year ended May 27, 2001).

10.26

Addendum

No.

to

the

Protocol

of

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.

4,

effective

as

August

1,

1998,

and

Addendum

No.

5,

effective

as

April

1,

2000,

to

the

Protocol

of

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.

to

the

Protocol

of

Cereal

Partners

Worldwide,

effective

January

1,

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

on

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

31.2

Certification of

Chief Financial

Officer

pursuant to

Section 302

of the

Sarbanes-Oxley

Act of

32.1

Certification of

Chief Executive

Officer pursuant

to Section

906 of

the Sarbanes-Oxley

Act of

32.2

Certification of

Chief Financial

Officer

pursuant to

Section 906

of the

Sarbanes-Oxley

Act of

The following

materials from

the Company’s

Annual Report

on Form

10-K for

the fiscal

year

ended

May

28,

2023,

formatted

in

Inline

Extensible

Business

Reporting

Language:

(i)

the

Consolidated

Balance

Sheets;

(ii)

the

Consolidated

Statements

of

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

to

Consolidated

Financial

Statements;

and

(vii)

Schedule

II

–

Valuation

of

Qualifying

Accounts.

Cover

Page,

formatted

in

Inline

Extensible

Business

Reporting

Language

and

contained

in

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.

gis202310kp95i0

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

By

/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