General Mills (GIS) 10-K risk factor changes: FY2023 vs FY2022

[removed: Our][added: value of our]

and [added: in]

[added: be efficient in] the

could [added: materially]

[added: could] adversely

affect [added: our]

have [added: become,]

[removed: had,][added: we had $21.]

may [added: experience]

[removed: on] [added: sell] our

and may [added: continue]

[removed: sales of][added: sales, financial]

[removed: our] products [added: to our]

[removed: in] [added: credit] markets

[removed: in] the [added: liquidity]

[removed: as] [added: these] increased

[added: ability to] supply

volatility [added: in both]

increase [added: productivity]

[added: accounted] for [added: 21]

[added: innovative] products

[removed: in decreased consumer] demand for our [added: products,]

capital [added: and]

[added: external] business partners, [added: to meet]

[removed: us, or] significant

[added: disruptions in] their ability to [added: do]

[removed: do] so, may negatively impact our [removed: operations.]

[removed: in markets in] which

[removed: we manufacture, sell,][added: manufacture or]

import/export [removed: restrictions,]

price [removed: controls,]

[removed: other] restrictions

[added: procedures] that [added: we]

ability [added: to]

operations, [added: as]

[added: do] not [added: fully]

results [added: of]

[removed: these][added: These gains]

product [added: is]

[added: We] also

In fiscal 2023,

tariffs, pandemics, war (including international

sanctions imposed on Russia for its invasion of Ukraine),

and changes in governmental

volatile.

hedge against changes

and the risk management

not always work

existing categories,

labor

shortages,

strikes,

at a

and practices

our reputation

steps

they

well as

2023, 19

undertaking to reduce

efficiency and

or if we

chose

manage

Earnings

results until

underlying

input

process,

gains

losses

reclassified

segment

treatments.

28,

2023,

$12.0

corporate purposes,

particularly if

Our financial

business

to

Any

of

Global health developments and economic

uncertainty resulting from the

COVID-19 pandemic could materially

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

The public

health crisis

caused by

the COVID-19

pandemic and

the measures

being taken

by governments,

businesses, including

us,

public

at

large

limit COVID-19’s

spread

continue

have,

certain

negative

impacts

business,

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

the following:

We

have experienced,

continue to

experience, a

decrease in

certain of

around the

world that

have been

[added: long] term.

[removed: wth] and

[added: and] top-tier [removed: shareholder]

[removed: returns over][added: returns,]

[added: to] the [removed: long]

[removed: portfolio][added: our portfolio,]

[removed: acquisitions][added: acquisitions,]

[added: 4, we] expect [removed: that]

[added: to] the [removed: COVID-19]

[removed: pandemic] will

[removed: result in][added: result,]

[removed: consumer demand][added: demand,]

[removed: for cooking][added: For]

and [removed: baking.]

[removed: plan to][added: plan,]

[removed: these opportunities,][added: These]

[removed: needs] through

[added: volume] growth.

[removed: In] [added: in] fiscal [removed: 2022,][added: 2022]

[removed: we] successfully [removed: adapted]

[removed: to] significant [removed: increases in]

grow [removed: organic]

[added: of] net [removed: sales, adjusted][added: sales]

[removed: and] adjusted diluted

EPS [removed: ahead of]

[removed: our] [added: Our] initial [removed: targets.][added: health]

[removed: achieved] each

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

generated [removed: organic]

[removed: growth across][added: growth,]

[removed: each] [added: value] of [added: each]

[added: on] our [removed: four]

[removed: operating segments,][added: Operating]

[added: segments,] fueled by

compelling brand [added: building]

[removed: innovation][added: innovation,]

[added: and innovation] across our

[added: performance] levels

[removed: significant] input cost [removed: inflation.][added: inflation]

was [removed: characterized by]

profitable growth

shareholder returns

over the

2023,

adapt

dynamic

deliver

performance.

This

included

sales,

that

ahead

initial

targets.

continued

more

than

priority businesses for

the fifth consecutive

year, when

adjusting for an

unusual competitive

dynamic in cereal

assessing

that

platform

organic

four

leading brands, and supported

with strong levels of

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

continued

future,

advertising

expense,

digital

technology

capability,

strong

brands

leading

profitable gro

strategy

building

brands,

reshaping

consumer behaviors

ongoing elevated

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

changes include more time spent working

from home and increased consumer

appreciation

capitalize on

addressing evolving

leading brands, innovation, and advantaged capabilities to generate profitable

to the volatile operating

environment, responding quickly

inflation and supply chain disruptions and keeping

our brands available for our customers and consumers.

As a result, we were able to

three

priority

supported

response

successfully navigated

the dynamic supply

chain environment, which

steadily increasing input

disruptions

leveraged

to accelerate

the face of increasing

moved

quickly

address

outpace

competition

on-shelf

executed

[added: to] changes

interest [added: rates,]

[added: exchange] and

manage [added: price]

[removed: VALUE][added: value of]

[added: derivatives] used [added: to]

[removed: and] commodities [added: or]

[removed: or] equity-related

and equity market-risk-sensitive instruments outstanding as of May [removed: 29,][added: 28,]

[removed: Higher] [added: Reduced] Market Volatility

[removed: be] affected [removed: by a]

[removed: customers,][added: customers;]

[removed: chain,][added: chain;]

[added: issues,] including

[added: in] consumer

[removed: products,][added: products; effectiveness]

product [added: quality]

[removed: advertising][added: of advertising,]

[added: and] promotional

intangible [removed: assets,]

[removed: long-lived] [added: \-lived] assets, [added: or changes]

[removed: or] [added: liability;] changes

useful [removed: lives]

changes in [added: purchasing]

accounting [removed: standards]

recalls and product [removed: liability; changes in]

trends, [added: and]

[added: of] health-related [added: issues,]

[added: in the] retail environment;

inventory [removed: levels]

[removed: of] significant

[removed: customers;] fluctuations

commodities; benefit [removed: plan]

[added: plan] expenses due [removed: to]

[removed: asset] values and [removed: discount]

[added: discount rates used to] determine plan liabilities; [added: failure]

[added: or breach of] our information [added: technology systems;]

foreign economic [added: conditions,]

[added: economic] conditions, including

[removed: in foreign markets] and economic uncertainty due to terrorism or war.

2023.

May 28, 2023

Fiscal 2023

65.3

52.1

36.7

33.3

7.6

9.5

3.1

to,” “may continue,”

future

results

could

be

by

variety

factors,

such

as:

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;

changes in inflation rates,

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

lives

standards

accounting

estimates;

and safety

demand for our

in consumer

to

risk

in

exchange

our

the

of

For

rates,

derivatives

in the

2022.

Fiscal 2022

May 30, 2021

41.4

37.4

17.7

25.6

10.2

4.2

2.3

to,” “will continue,”

any

Our future results could

variety of factors, such

as: the impact of the

COVID-19 pandemic on

our business, suppliers,

consumers,

employees;

COVID-19

pandemic;

dynamics

foods

industry

markets

new

introductions,

activities,

pricing

and other [removed: exit]

[added: “us,”] and [removed: as a result, we]

[removed: a net recovery][added: Recovery]

fiscal [added: 2023,]

[added: to] our

[added: and] related

2021, [added: Ms.]

[added: manage] and

[removed: supply][added: supply,]

[removed: chain][added: Chain,]

[added: as] the

[removed: Consolidated][added: our consolidated]

Financial Statements in Item 8 of this [removed: report for additional information.][added: report.]

[added: soup is] higher

Statements [added: in Item]

Item [added: 8]

[added: of] this

[removed: report][added: report)]

for [added: 10]

[removed: information).][added: INFORMATION ABOUT]

was [removed: 18.3]

percent [added: or]

[removed: 22.0] [added: 47] percent

[removed: The 3.7][added: on the]

[added: he] was [removed: primarily]

[removed: change in the][added: change,]

[removed: Measures” section][added: to Section]

[removed: of our][added: “our” mean]

[removed: measures] [added: we do] not

joint [removed: ventures]

sales [removed: growth] are

[added: to] HDJ

[removed: Net] [added: For net] sales [removed: growth][added: contributed]

[removed: Net][added: net sales.]

[removed: primarily due][added: Due to]

[removed: SAS, Yoplait][added: Yoplait,]

from [added: suppliers]

[added: widely] due

[removed: RESULTS][added: financial results]

[removed: OF SEGMENT OPERATIONS][added: segment’s]

COMPANY OVERVIEW

150 years, General

loves.

global manufacturer and

marketer of

foods with more

than 100 brands

in 100 countries

across six continents.

two

manufacture

countries worldwide.

Discussion

Analysis

Condition

We offer

a variety of human and pet food products that provide great

taste, nutrition, convenience, and value for consumers around

world.

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

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

frozen hot snacks;

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;

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

our Häagen-Dazs

Japan, Inc.

(HDJ) joint

venture

competes in

ice cream

category

Japan.

to the sale of our Laticínios Carolina business in Brazil.

Restructuring, impairment,

costs (recoveries)

totaled $26 million

of net recoveries

in fiscal 2022

compared to $170

million of charges in

fiscal 2021.

In fiscal 2022,

we approved restructuring actions

in the International segment

to drive efficiencies in

manufacturing and logistics operations

recorded $12 million of

charges in fiscal 2022.

We recorded

of

$38

million

in

2022,

which

includes

$34

reduction

to

restructuring

reserves

primarily

severance

charges.

we

approved

actions

designed

better

align

organizational

structure

All [removed: such]

[added: such] matters are subject to

28,

2023,

29,

2022,

[removed: MAY 29,] [added: 27,] 2022

was required to file [removed: such]

[added: such] reports),

(Check [added: one):]

whether the registrant has [added: filed]

[removed: and] attestation to its management’s

Statement for its [removed: 2022] [added: 2023] Annual Meeting of Shareholders are incorporated by reference

[Risk [removed: Factors](#a1396)][added: Factors](#a1383)]

MAY 28, 2023

3.907% Notes due 2029

GIS29

a report on and

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).

of $82.97

48,920

14,

2023:

585,182,745

169,430,583

[Business](#a532)

1.000% Notes due 2023

GIS23A

one):

filed a report on

of $62.76

28, 2021

37,857.2

15,

2022:

597,158,440

157,454,888

[Business](#a479)

[Unresolved Staff [removed: Comments](#a2400)][added: Comments](#a2184)]

[Legal [removed: Proceedings](#a2620)][added: Proceedings](#a2419)]

[Properties](#a2194)

[Properties](#a2410)

[Mine Safety [removed: Disclosures](#a2640)][added: Disclosures](#a2437)]

[Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases [removed: of](#a2647)][added: of](#a2452)]

[Equity [removed: Securities](#a2647)][added: Securities](#a2452)]

[Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#a2802)][added: Operations](#a2594)]

[Quantitative and Qualitative Disclosures About Market [removed: Risk](#a9341)][added: Risk](#a8914)]

[Financial Statements and Supplementary [removed: Data](#a9586)][added: Data](#a9164)]

[Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#a26879)][added: Disclosure](#a27063)]

[Controls and [removed: Procedures](#a26888)][added: Procedures](#a27076)]

[Other [removed: Information](#a27002)][added: Information](#a27190)]

[Directors, Executive Officers and Corporate [removed: Governance](#a27023)][added: Governance](#a27216)]

[Executive [removed: Compensation](#a27065)][added: Compensation](#a27264)]

[Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#a27017)][added: Matters](#a27281)]

[Certain Relationships and Related Transactions, and Director [removed: Independence](#a27104)][added: Independence](#a27414)]

[Principal [removed: Accounting] [added: Accountant] Fees and [removed: Services](#a27119)][added: Services](#a27433)]

[Exhibits and Financial Statement [removed: Schedules](#a27137)][added: Schedules](#a27457)]

[Form 10-K [removed: Summary](#a27780)][added: Summary](#a28084)]

[removed: ITEM 1 - Business][added: Item 9C]

[Disclosure Regarding Foreign Jurisdictions that Prevent Inspection](#a27190)

[Signatures](#a28097)

[Signatures](#a27788)

COMPANY OVERVIEW

For more than

150 years, General

Mills has been making

food the world

loves.

We

are a leading

global manufacturer and

marketer of

branded consumer

foods with more

than 100 brands

in 100 countries

across six continents.

In addition to

our consolidated operations,

we have 50 percent interests in

two strategic joint ventures that manufacture

and market food products sold in more

than 120 countries

worldwide.

manage and

review the

financial results

of our

business under

four operating

segments: North

America Retail;

International; Pet;

and

North

America

Foodservice.

See

Management’s

Discussion

Analysis

offices [added: around]

As of May [removed: 29,][added: 28,]

[removed: 43] [added: 45] facilities for

[removed: 25] [added: 27] are located

[removed: States (1 of][added: States, 6 in Latin]

[removed: which is leased),][added: leased)]

[removed: 4 in] the

[removed: Greater] China region, [added: 2]

[removed: 1 in] the

Asia/Middle [removed: East/Africa]

in Canada (1 [added: of]

[added: 5] in Europe/Australia,

and [removed: 6]

America and [added: Mexico,]

following [removed: is]

[removed: a] list

[removed: of] [added: 4 in] the [added: Greater]

locations [removed: of]

our [removed: principal]

[removed: production facilities,] which primarily support the segment noted:

[removed: 15] [added: 16] million

[removed: of] warehouse

Retail [removed: segment.]

lease a [added: number]

[added: of] dedicated [removed: sales]

[added: sales] and administrative

[added: totaling] approximately 2 million square feet.

franchise [added: 382]

[removed: ice] cream

parlors in various countries around the world, all outside of the United States and [added: Canada.]

2023, we operated

East/Africa

Region.

is

principal

production

facilities,

- St. Charles, Missouri

- Green Bay, Wisconsin

in

of

of

and Pet segments.

the world,

450 (all

branded ice

2022, we operated

Region, 2

leased), 5

in Latin

Mexico.

- Independence, Iowa

number of

around the

world, totaling

448 (all

384 branded

Canada.

[removed: 25,000] [added: 24,200] record holders of our common stock.

ended May [removed: 29, 2022:][added: 28, 2023:]

[added: the] authorization.

The Board did not specify an expiration date for [removed: the]

2023, there

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

2,978,788

84.06

2,978,788

84,862,869

2022, there

February 28, 2022 -

April 3, 2022

1,081,455

64.84

24,569,322

April 4, 2022 -

May 1, 2022

1,895,917

70.66

22,673,405

May 2, 2022 -

May 29, 2022

1,735,229

70.09

20,938,176

4,712,601

69.11

[removed: The][added: the years]

[added: flows] for

[added: .0] and

[added: We] consolidated

[removed: financial][added: over Financial]

[removed: statements][added: Consolidated Statements]

[added: together] with

[added: acquisition] accounting

[added: indicate] that

[removed: Our][added: our swap]

[added: an] appropriate

internal [added: control]

reporting [added: as of]

[added: largely] independent

[removed: in] [added: of] the [added: reporting]

independent registered public accounting firm for fiscal [removed: 2023.][added: 2024.]

[removed: June 29, 2022][added: 2022, a]

[removed: balance][added: Consolidated Balance]

May [removed: 29, 2022] [added: 28, 2023,] and May [added: 29, 2022,]

[removed: 30, 2021,] the related [added: consolidated statements of]

[removed: consolidated statements of][added: Consolidated Statements]

earnings, comprehensive income, [added: total equity]

[removed: total equity] and redeemable

[added: in] interest,

[added: its] cash

[added: of] three-year

[added: Balance as of] May 29, [removed: 2022,][added: 2022]

[added: costs] related

notes [added: due]

of May [removed: 29, 2022,] [added: 28, 2023,] based

[removed: May 29, 2022] [added: 2022,] and [added: $]

May [removed: 30,][added: 28,]

[removed: 2021,] and [added: $]

[added: of] operations

[added: debt] and its [added: pension]

[removed: for] each [added: of]

[removed: of] the [added: revenue]

[added: in] U.S.

[removed: Also][added: also would]

[removed: in all][added: All]

May 28, 2023,

May 28, 2023, and

May 28, 2023,

in all material

respects, effective

28,

$14,511.2

$6,712.4

estimates are

units and brands

rates, operating margins, brand

royalty rates and discount rates

to assess the impact of

other points within a range

20,094.2

13,548.4

3,500.4

(444.6)

56.2

3,433.8

(88.8)

382.1

3,140.5

612.2

81.3

15.7

2,593.9

4.31

2.16

2,609.6

(110.8)

(228.0)

56.9

(306.7)

2,302.9

2,287.5

May 28, 2023

585.5

1,683.2

2,172.0

management

of

General

Mills,

is

been

in

We

to

as

flows

years

period

years in

material respects,

effective internal

control over

financial reporting

by

Reporting.

whether

on

test

presentation

includes

reflect

as a

29,

$14,378.5

$6,725.8

events or

value estimates

about

required

revenue

margins,

royalty

primary

values.

sensitivity

Chief [removed: Executive]

as of May [removed: 29,][added: 28,]

[removed: 2022,] [added: 2023,] our disclosure

[removed: 29, 2022,] [added: 28, 2023,] that have materially

attestation report on our internal control over financial reporting [removed: is included]

[added: is included] in the

Executive

of May 28, 2023.

as of May 28, 2023.

June 28, 2023

of May 29, 2022.

as of May 29, 2022.

June 29, 2022

[removed: 2022] [added: 2023] Annual Meeting of Shareholders is incorporated herein by reference.

2023

2022

Management” in our definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual

Beneficial [removed: Owners”]

and [removed: “Equity]

[added: Equity] Compensation Plan [added: Information]

our [removed: definitive]

Proxy [removed: Statement]

for [removed: our]

[removed: 2022] Annual

Meeting [removed: of]

section

Owners”

in

definitive

Statement

our

2023

of

Shareholders

is

incorporated

herein

by

reference.

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

sections

Information” in

Shareholders is incorporated herein by reference.

Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders is incorporated

Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders is incorporated herein

Consolidated Statements of Earnings for the fiscal years ended May [removed: 29, 2022,] [added: 28, 2023,] May [removed: 30,][added: 29,]

[removed: 2021,] and May [removed: 31, 2020.][added: 30, 2021.]

[added: to] the [added: agreement,]

2021, [added: as amended]

[removed: Consolidated Balance Sheets as of May 29, 2022] [added: 2022,] and May 30, 2021.

Consolidated Statements of Cash Flows for the fiscal years ended May [removed: 29, 2022,][added: 28, 2023,]

May [removed: 29,][added: 28,]

[added: May 29,] 2022, [added: and] May [added: 30, 2021.]

For the fiscal years ended May [added: 28, 2023, May] 29, 2022, [removed: May 30, 2021,] and May [removed: 31, 2020:][added: 30, 2021:]

[removed: [4.3](https://www.sec.gov/Archives/edgar/data/40704/000119312522185257/d313744dex43.htm)][added: [4.3](https://www.sec.gov/Archives/edgar/data/40704/000119312523177500/d523469dex43.htm)]

[removed: [10.23](http://www.sec.gov/Archives/edgar/data/40704/000089710100000853/0000897101-00-000853-0008.txt)][added: [10.24](http://www.sec.gov/Archives/edgar/data/40704/000089710100000853/0000897101-00-000853-0008.txt)]

[removed: [10.24](http://www.sec.gov/Archives/edgar/data/40704/000089710101500527/gm012987-ex10_16.txt)][added: [10.25](http://www.sec.gov/Archives/edgar/data/40704/000089710101500527/gm012987-ex10_16.txt)]

[removed: [10.25](http://www.sec.gov/Archives/edgar/data/40704/000089710104001455/gm041570s1_ex10-18.txt)][added: [10.26](http://www.sec.gov/Archives/edgar/data/40704/000089710104001455/gm041570s1_ex10-18.txt)]

on Form 10-K for the fiscal year ended May [removed: 30, 2004).][added: 28, 2000).]

[removed: [10.26](http://www.sec.gov/Archives/edgar/data/40704/000089710100000853/0000897101-00-000853-0002.txt)][added: [10.27](http://www.sec.gov/Archives/edgar/data/40704/000089710100000853/0000897101-00-000853-0002.txt)]

on Form 10-K for the [removed: fiscal year ended]

[removed: [10.27](http://www.sec.gov/Archives/edgar/data/40704/000095012309021887/c50391exv10w26.htm)][added: [10.28](http://www.sec.gov/Archives/edgar/data/40704/000095012309021887/c50391exv10w26.htm)]

[removed: [+](http://www.sec.gov/Archives/edgar/data/40704/000095012309021887/c50391exv10w26.htm)][added: [*](http://www.sec.gov/Archives/edgar/data/40704/000119312522255620/d514129dex101.htm)]

[added: as of] April [added: 12,]

[removed: [10.28](http://www.sec.gov/Archives/edgar/data/40704/000095012310027743/c57075exv10w1.htm)][added: [10.29](http://www.sec.gov/Archives/edgar/data/40704/000095012310027743/c57075exv10w1.htm)]

[removed: [10.29](http://www.sec.gov/Archives/edgar/data/40704/000119312512396943/d410800dex101.htm)][added: [10.23](http://www.sec.gov/Archives/edgar/data/40704/000119312522255620/d514129dex101.htm)]

[removed: [+](http://www.sec.gov/Archives/edgar/data/40704/000119312512396943/d410800dex101.htm)][added: [10.30](https://www.sec.gov/Archives/edgar/data/40704/000119312523177500/d523469dex1030.htm)]

10.1 [removed: to the]

[added: institutions] from time

to time [added: party]

[added: Company's] Current Report on Form 8-K filed [removed: April 15, 2021).][added: September 30, 2022).]

[removed: [21.1](https://www.sec.gov/Archives/edgar/data/40704/000119312522185257/d313744dex211.htm)][added: [21.1](https://www.sec.gov/Archives/edgar/data/40704/000119312523177500/d523469dex211.htm)]

[removed: [23.1](https://www.sec.gov/Archives/edgar/data/40704/000119312522185257/d313744dex231.htm)][added: [23.1](https://www.sec.gov/Archives/edgar/data/40704/000119312523177500/d523469dex231.htm)]

[removed: [31.1](https://www.sec.gov/Archives/edgar/data/40704/000119312522185257/d313744dex311.htm)][added: [31.1](https://www.sec.gov/Archives/edgar/data/40704/000119312523177500/d523469dex311.htm)]

[removed: [31.2](https://www.sec.gov/Archives/edgar/data/40704/000119312522185257/d313744dex312.htm)][added: [31.2](https://www.sec.gov/Archives/edgar/data/40704/000119312523177500/d523469dex312.htm)]

[removed: [32.1](https://www.sec.gov/Archives/edgar/data/40704/000119312522185257/d313744dex321.htm)][added: [32.1](https://www.sec.gov/Archives/edgar/data/40704/000119312523177500/d523469dex321.htm)]

[removed: [32.2](https://www.sec.gov/Archives/edgar/data/40704/000119312522185257/d313744dex322.htm)][added: [32.2](https://www.sec.gov/Archives/edgar/data/40704/000119312523177500/d523469dex322.htm)]

28,

2023,

2021.

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

2023, May

29, 2022,

Stock

Compensation

Plan

fiscal year ended May 30, 2004).

Credit Agreement, dated

April 3, 2023,

the several financial

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

28,

2023,

of

29,

31,

2020.

May 30, 2021, and May 31, 2020.

30, 2021,

and May 31, 2020.

to

Exhibit

Company’s

dated

as

reference to

herein by

Quarterly Report

Agreement,

26,

Protocol

Cereal

Partners

Worldwide,

Addendum

No.

S.A. (incorporated

May 28, 2000).

effective

Company,

Nestle S.A.,

and CPW

July

17,

2012,

on Form 10-Q

for the fiscal

quarter ended August

2012).

[10.30](http://www.sec.gov/Archives/edgar/data/40704/000156459021018956/gis-ex10_15.htm)

Credit

12,

among

[removed: ][added: ]

[removed: (Benefits) additions] [added: Additions] charged [added: (benefits)] to expense

Increase [removed: (decrease)]

June 28, 2023

June 28, 2023

June 28, 2023

June 28, 2023

June 28, 2023

June 28, 2023

/s/ C.

June 28, 2023

Kim Goodwin

June 28, 2023

June 28, 2023

June 28, 2023

June 28, 2023

June 28, 2023

June 28, 2023

June 28, 2023

June 28, 2023

2023

29.6

(28.6)

(2.4)

26.9

28.3

77.1

(3.0)

259.2

185.1

41.7

(30.8)

47.7

36.8

137.5

600.9

463.4

June 29, 2022

2020

33.2

28.8

25.9

(22.9)

1.4

214.2

213.7

4.2

(2.5)

(3.7)

17.8

36.5

(16.2)

202.1

213.5

(11.4)