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.