2022 Annual Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
THE FISCAL YEAR ENDED MAY 29, 2022
o 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 55426
Boulevard Minneapolis, Minnesota (Zip Code)
(Address of principal executive
offices)
(763) 764-7600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $.10 par value GIS New York Stock Exchange
1.000% Notes due 2023 GIS23A New York Stock Exchange
0.125% Notes due 2025 GIS25A New York Stock Exchange
0.450% Notes due 2026 GIS26 New York Stock Exchange
1.500% Notes due 2027 GIS27 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   No 
o
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  o No 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 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  o
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  o
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  o Non-accelerated filer  o Smaller reporting company  o
Emerging growth company  o
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. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  o No 

Aggregate market value of Common Stock held by non-affiliates of the registrant, based on the closing price of $62.76 per share as reported on the New York
Stock Exchange on November 28, 2021 (the last business day of the registrant’s most recently completed second fiscal quarter): $37,857.2 million.
Number of shares of Common Stock outstanding as of June 15, 2022: 597,158,440 (excluding 157,454,888 shares held in the treasury).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for its 2022 Annual Meeting of Shareholders are incorporated by reference into Part III.
 Table of Contents
Page
Part I
Item 1. Business 4
Item 1A. Risk Factors 8
Item 1B. Unresolved Staff Comments 15
Item 2. Properties 15
Item 3. Legal Proceedings 15
Item 4. Mine Safety Disclosures 16

Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities 16
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 38
Item 8. Financial Statements and Supplementary Data 39
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 92
Item 9A. Controls and Procedures 92
Item 9B. Other Information 92

Part III
Item 10. Directors, Executive Officers and Corporate Governance 92
Item 11. Executive Compensation 93
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 93
Item 13. Certain Relationships and Related Transactions, and Director Independence 93
Item 14. Principal Accounting Fees and Services 93

Part IV
Item 15. Exhibits and Financial Statement Schedules 93
Item 16. Form 10-K Summary 96
Signatures 97
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 50 percent interests in two strategic joint ventures that manufacture and market food products
sold in more than 120 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 category in Japan. For net sales contributed by each class of similar products, please see Note 17 to the Consolidated
Financial Statements in Item 8 of this report.
The terms “General Mills,” “Company,” “registrant,” “we,” “us,” and “our” mean General Mills, Inc. and all subsidiaries
included in the Consolidated Financial Statements in Item 8 of this report unless the context indicates otherwise.
Certain terms used throughout this report are defined in a glossary in Item 8 of this report.

Customers
Our primary customers are grocery stores, mass merchandisers, membership stores, natural food chains, drug, dollar and
discount chains, e-commerce retailers, commercial and noncommercial foodservice distributors and operators, restaurants,
convenience stores, and pet specialty stores. We generally sell to these customers through our direct sales force. We use
broker and distribution arrangements for certain products and to serve certain types of customers and certain markets. For
further information on our customer credit and product return practices, please refer to Note 2 to the Consolidated Financial
Statements in Item 8 of this report. During fiscal 2022, Walmart Inc. and its affiliates (Walmart) accounted for 20 percent of
our consolidated net sales and 28 percent of net sales of our North America Retail segment. No other customer accounted for
10 percent or more of our consolidated net sales. For further information on significant customers, please refer to Note 8 to
the Consolidated Financial Statements in Item 8 of this report.

Competition
The human and pet food 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

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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, sugar, fruits, vegetable oils, meats,
nuts, vegetables, 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 (including the COVID-19 pandemic), 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, Food Should Taste Good, 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 marks 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.

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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 29, 2022, 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 29, 2022, we had approximately 32,500 employees around the globe, with approximately 15,000 in the
U.S. and approximately 17,500 located in our markets outside of the U.S. Our workforce is divided between approximately
12,500 employees dedicated to the production of our various products and approximately 20,000 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 42 percent of our officer and director population, and approximately 19 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.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The section below provides information regarding our executive officers as of June 29, 2022.
Jodi Benson, age 57, is Chief Innovation, Technology and Quality Officer. Ms. Benson joined General Mills in 2001 from
The Pillsbury Company. She held a variety of positions before becoming the leader of our One Global Dairy Platform from
2011 to 2016. She was named Vice President for our International business segment from 2016 to 2017, and Vice President
of the Global Innovation, Technology, and Quality Capabilities Group from 2017 to July 2018. She was named to her current
position in August 2018.
Kofi A. Bruce, age 52, 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 54, 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 55, 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 2007. 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 2012. Mr. Harmening returned from CPW in 2014 and was named Executive Vice President, Chief
Operating Officer, U.S. Retail. He became President, Chief Operating Officer in 2016. He was named Chief Executive Officer
in 2017 and Chairman of the Board in January 2018. Mr. Harmening is a director of The Toro Company.
Dana M. McNabb, age 46, 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 58, is Chief Digital and Technology Officer. He spent 21 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 2016. Mr. Montemayor served as Chief Technology Officer of 7-Eleven Inc. in 2017.
He assumed his current role in February 2020 after founding and operating a digital technology consulting company from
2017 until January 2020.
Jon J. Nudi, age 52, 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 2007. Mr. Nudi was named Vice President; President, Snacks, in 2010, Senior Vice President,
President, Europe/Australasia in 2014, and Senior Vice President; President, U.S. Retail in 2016. He was named to his present
position in 2017.
Shawn P. O’Grady, age 58, 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, President, Sales & Channel Development in 2012, and Group President, Convenience
Stores & Foodservice in 2017. He was named to his current position in December 2021.
Mark A. Pallot, age 49, 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 2020. 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, LLP.

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Bethany Quam, age 51, is Group President, Pet. Ms. Quam joined General Mills in 1993 and held a variety of positions before
becoming Vice President, Strategic Planning in 2007. 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 2019.
Sean Walker, age 56, 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 2009. He was named Senior Vice President, President Latin
America in 2012, Senior Vice President, Corporate Strategy in 2016, and Group President, Asia & Latin America in February
2019. He was named to his current position in July 2021.
Karen Wilson Thissen, age 55, is General Counsel and Secretary. Ms. Wilson Thissen joined General Mills in June 2022.
Prior to joining General Mills, she spent 17 years at Ameriprise Financial, Inc., serving in roles of increasing responsibility,
including most recently as Executive Vice President and General Counsel from 2017 to June 2022, and Executive Vice
President and Deputy General Counsel from 2014 to 2017. Before joining Ameriprise Financial, Inc., she was a partner at the
law firm of Faegre & Benson LLP (now Faegre Drinker Biddle & Reath LLP).
Jacqueline Williams-Roll, age 53, is Chief Human Resources Officer. Ms. Williams-Roll joined General Mills in 1995.
She held human resources leadership roles in Supply Chain, Finance, Marketing, and Organization Effectiveness, and she
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 2013. She was
named to her present position in 2014. Prior to joining General Mills, she held sales and management roles with Jenny Craig
International.

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

Global health developments and economic uncertainty resulting from the COVID-19 pandemic could materially and
adversely 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, and the public at large to limit COVID-19’s spread have had, and may continue to have, certain negative impacts
on our business, financial condition, and results of operations including, without limitation, the following:

• We have experienced, and may continue to experience, a decrease in sales of certain of our products in markets
around the world that have been affected by the COVID-19 pandemic. In particular, sales of our products in the away-
from-home food outlets across all our major markets have been negatively affected by reduced consumer traffic
resulting from shelter-in-place regulations or recommendations and closings of restaurants, schools and cafeterias.
If the COVID-19 pandemic persists or intensifies, its negative impacts on our sales, particularly in away-from-home
food outlets, could be more prolonged and may become more severe.
• Deteriorating economic and political conditions in our major markets affected by the COVID-19 pandemic, such as
increased unemployment, decreases in disposable income, declines in consumer confidence, or economic slowdowns
or recessions, could cause a decrease in demand for our products.
• We have experienced minor temporary workforce disruptions in our supply chain as a result of the COVID-19 pandemic.
Illness, travel restrictions, absenteeism, or other workforce disruptions could negatively affect our supply chain,
manufacturing, distribution, or other business processes. We may face additional production disruptions in the future,
which may place constraints on our ability to produce products in a timely manner or may increase our costs.

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 • Changes and volatility in consumer purchasing and consumption patterns may increase demand for our products
in one quarter, resulting in decreased consumer demand for our products in subsequent quarters. Short term or
sustained increases in consumer demand at our retail customers may exceed our production capacity or otherwise
strain our supply chain.
• 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, commercial banks, and external business partners, to meet their obligations to us, or
significant disruptions in their ability to do so, may negatively impact our operations.
• Significant changes in the political conditions in markets in which we manufacture, sell, or distribute our products
(including quarantines, import/export restrictions, price controls, governmental or regulatory actions, closures or
other restrictions that limit or close our operating and manufacturing facilities, restrict our employees’ ability to
travel or perform necessary business functions, or otherwise prevent our third-party partners, suppliers, or customers
from sufficiently staffing operations, including operations necessary for the production, distribution, and sale of our
products) could adversely impact our operations and results.
• Actions we have taken or may take, or decisions we have made or may make, as a consequence of the COVID-19
pandemic may result in investigations, legal claims or litigation against us.
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
2022, Walmart accounted for 20 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 (such as the COVID-19 pandemic), 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 during the COVID-19 pandemic. 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.
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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 (such as the COVID-19 pandemic), 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

10
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 2022, 23 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.

11
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.
Significant COVID-19 related changes in the political conditions in markets in which we manufacture, sell or distribute our
products (including quarantines, import/export restrictions, price controls, governmental or regulatory actions, closures or
other restrictions that limit or close our operating and manufacturing facilities, restrict our employees’ ability to travel or
perform necessary business functions or otherwise prevent our third-party partners, suppliers, or customers from sufficiently
staffing operations, including operations necessary for the production, distribution, sale, and support of our products) could
adversely impact our operations and results.
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

12
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
monitor 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 will 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, resulting 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 29, 2022, we had total debt and noncontrolling interests of $11.9 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.
Global capital and credit market issues could negatively affect our liquidity, increase our costs of borrowing, and
disrupt the operations of our suppliers and customers.
We depend on stable, liquid, and well-functioning capital and credit markets to fund our operations. Although we believe that
our operating cash flows, financial assets, access to capital and credit markets, and revolving credit agreements will permit
us to meet our financing needs for the foreseeable future, there can be no assurance that future volatility or disruption in
the capital and credit markets will not impair our liquidity or increase our costs of borrowing. We also utilize interest rate
derivatives to reduce the volatility of our financing costs. If we are not effective in hedging this volatility, we may experience
an increase in our costs of borrowing. Our business could also be negatively impacted if our suppliers or customers experience
disruptions resulting from tighter capital and credit markets or a slowdown in the general economy.
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We may not have access to preferred sources of liquidity when needed or on terms we find acceptable, and our borrowing
costs could increase. An economic or credit crisis could occur and impair credit availability and our ability to raise capital
when needed. A disruption in the financial markets may have a negative effect on our derivative counterparties and could
impair our banking or other business partners, on whom we rely for access to capital and as counterparties to our derivative
contracts.
From time to time, we issue variable rate securities based on London Interbank Offered Rate (LIBOR) and enter into interest rate
swaps that contain a variable element based on LIBOR. The United Kingdom Financial Conduct Authority intends to phase out
the LIBOR rates associated with our outstanding variable rate securities and interest rate swaps by June 2023. The U.S. Federal
Reserve has selected the Secured Overnight Funding Rate (SOFR) as the preferred alternate rate to LIBOR. We are planning
for this transition and will amend any contracts to accommodate the SOFR rate where required. We continue to evaluate the
potential impact of this transition, which remains subject to uncertainty.
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 29, 2022, we had $21.4 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, Progresso, Old El Paso, Yoki, Häagen-Dazs, and Annie’s 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, Green Giant, EPIC, and Uncle Toby’s brands had experienced declining business
performance, 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.

14
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 29, 2022, we operated 43 facilities for the production of a wide variety of food products. Of these facilities, 25 are
located in the United States (1 of which is leased), 4 in the Greater China region, 1 in the Asia/Middle East/Africa Region,
2 in Canada (1 of which is leased), 5 in Europe/Australia, and 6 in Latin America and Mexico. 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

North America Foodservice

• Chanhassen, Minnesota • Joplin, Missouri

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 • Independence, Iowa • Joplin, Missouri

We operate numerous grain elevators in the United States in support of our domestic manufacturing activities. We also
utilize approximately 15 million square feet of warehouse and distribution space, nearly all of which is leased, that primarily
supports our North America Retail segment. 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 448 (all leased) and franchise 384 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 29, 2022, 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.

15
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, 2022, there were
approximately 25,000 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 29, 2022:
Total Number of Shares Maximum Number of
Total Number Average Purchased as Part of a Shares that may yet
of Shares Price Paid Publicly Announced be Purchased
Period Purchased (a) Per Share Program (b) Under the Program (b)
February 28, 2022 -
April 3, 2022 1,081,455 $64.84 1,081,455 24,569,322
April 4, 2022 -
May 1, 2022 1,895,917 70.66 1,895,917 22,673,405
May 2, 2022 -
May 29, 2022 1,735,229 70.09 1,735,229 20,938,176
Total 4,712,601 $69.11 4,712,601 20,938,176
(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.

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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.
We expect that changes in consumer behaviors driven by the COVID-19 pandemic will result in ongoing elevated consumer
demand for food at home, relative to pre-pandemic levels. These changes include more time spent working from home and
increased consumer appreciation for cooking and baking. We plan to capitalize on these opportunities, addressing evolving
consumer needs through our leading brands, innovation, and advantaged capabilities to generate profitable growth.
In fiscal 2022, we successfully adapted to the volatile operating environment, responding quickly to significant increases in
input cost inflation and supply chain disruptions and keeping our brands available for our customers and consumers. As a
result, we were able to grow organic net sales, adjusted operating profit, and adjusted diluted EPS 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 70 percent of our global priority
businesses. 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 significant input cost inflation.
We successfully navigated the dynamic supply chain environment, which was characterized by steadily increasing input
cost inflation, reaching 8 percent for the full year, and record levels of supply chain disruptions affecting our sourcing,
manufacturing, and logistics operations. We leveraged our Strategic Revenue Management (SRM) capability to accelerate
pricing actions in the face of increasing inflation, generating 7 points of positive organic net price realization and mix
for the year. And we moved quickly to address supply chain disruptions and outpace our competition in terms of on-shelf
availability for our brands.
We executed our portfolio and organizational reshaping actions without disrupting our base business. We announced or
closed seven different acquisitions and divestitures during the year, helping further upgrade the growth profile of our
portfolio. And we successfully implemented significant changes to our organizational structure, including streamlining
our North America Retail operating unit structure, realigning our North America Foodservice segment and shifting our
U.S. convenience stores business into North America Retail, creating a new International segment and adjusting our
go-to-market model across many global markets, and establishing a new Strategy & Growth organization tasked with
advancing many aspects of our Accelerate strategy.
Our consolidated net sales for fiscal 2022 rose 5 percent to $19.0 billion. On an organic basis, net sales increased 6 percent
compared to year-ago levels. Operating profit of $3.5 billion increased 11 percent. Adjusted operating profit of $3.2 billion
increased 2 percent on a constant-currency basis. Diluted EPS of $4.42 was up 17 percent compared to fiscal 2021 results.
Adjusted diluted EPS of $3.94 increased 4 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 $3.3 billion in fiscal 2022 representing a conversion rate of 121 percent of net earnings,
including earnings attributable to redeemable and noncontrolling interests. This cash generation supported capital investments
totaling $569 million, and our resulting free cash flow was $2.7 billion at a conversion rate of 113 percent of adjusted net
earnings, including earnings attributable to redeemable and noncontrolling interests. We returned cash to shareholders
through dividends totaling $1.2 billion and net share repurchases totaling $715 million. Our ratio of net debt-to-operating
cash flow was 3.3 in fiscal 2022, and our net debt-to-adjusted earnings before net interest, income taxes, depreciation and
amortization (net debt-to-adjusted EBITDA) ratio was 2.8 (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 2022 performance compared to fiscal 2021 appears below in the section titled “Fiscal 2022
Consolidated Results of Operations.” A detailed review of our fiscal 2021 performance compared to our fiscal 2020 performance
is set forth in Part II, Item 7 of our Form 10-K for the fiscal year ended May 30, 2021 under the caption “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Fiscal 2021 Results of Consolidated Operations,”
which is incorporated herein by reference.
In fiscal 2023, we expect to build on our positive momentum and continue to advance our Accelerate strategy. Our key
priorities are to continue to compete effectively, invest in our brands and capabilities, and reshape our portfolio. We expect
the largest factors impacting our performance in fiscal 2023 will be the economic health of consumers, the inflationary cost

17
environment, and the frequency and severity of disruptions in the supply chain. Total input cost inflation is expected to be
approximately 14 percent of cost of goods sold in fiscal 2023. We are addressing the inflationary environment with holistic
margin management (HMM) cost savings expected to total approximately 3 to 4 percent of cost of goods sold and low-double-
digit net price realization generated through our SRM capability. We are planning for volume elasticities to increase but
remain below historical levels and supply chain disruptions to slowly moderate in fiscal 2023 compared to fiscal 2022 levels.
Based on these assumptions, our key full-year fiscal 2023 targets are summarized below:
• Organic net sales are expected to increase 4 to 5 percent.
• Adjusted operating profit is expected to range between down 2 percent and up 1 percent in constant-currency from
the base of $3.2 billion reported in fiscal 2022, including a 3-point net headwind from divestitures and acquisitions
announced or closed in fiscal 2022.
• Adjusted diluted EPS are expected to range between flat and up 3 percent in constant-currency from the base of
$3.94 earned in fiscal 2022, including a 3-point net headwind from divestitures and acquisitions announced or closed
in fiscal 2022.
• Free cash flow conversion is expected to be at least 90 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 2022 CONSOLIDATED RESULTS OF OPERATIONS

In fiscal 2022, net sales increased 5 percent compared to fiscal 2021 and organic net sales increased 6 percent compared to
last year. Operating profit increased 11 percent to $3,476 million primarily driven by favorable net price realization and mix,
gains on divestitures, net restructuring recoveries, and a decrease in certain selling, general, and administrative (SG&A)
expenses, partially offset by higher input costs, lower net corporate investment activity, higher transaction and integration
costs, and volume declines. Operating profit margin of 18.3 percent increased 100 basis points. Adjusted operating profit of
$3,213 million increased 2 percent on a constant-currency basis, primarily driven by a decrease in certain SG&A expenses.
Adjusted operating profit margin decreased 50 basis points to 16.9 percent. Diluted earnings per share of $4.42 increased 17
percent compared to fiscal 2021. Adjusted diluted earnings per share of $3.94 increased 4 percent on a constant-currency basis
(see the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).
A summary of our consolidated financial results for fiscal 2022 follows:
Percent Constant-
In millions, Fiscal 2022 vs. of Net Currency
Fiscal 2022 except per share Fiscal 2021 Sales Growth (a)
Net sales $18,992.8 5%
Operating profit 3,475.8 11% 18.3%
Net earnings attributable to General Mills 2,707.3 16%
Diluted earnings per share $ 4.42 17%
Organic net sales growth rate (a) 6%
Adjusted operating profit (a) 3,213.3 2% 16.9% 2%
Adjusted diluted earnings per share (a) $ 3.94 4% 4%
(a) See the “Non-GAAP Measures” section below for our use of measures not defined by GAAP.

Consolidated net sales were as follows:

Fiscal Fiscal 2022 vs. Fiscal
2022 Fiscal 2021 2021
Net sales (in millions) $18,992.8 5% $18,127.0
Contributions from volume growth (a) (5)pts
Net price realization and mix 10pts
Foreign currency exchange Flat
Note: Table may not foot due to rounding
(a) Measured in tons based on the stated weight of our product shipments.

18
The 5 percent increase in net sales in fiscal 2022 reflects favorable net price realization and mix, partially offset by a decrease
in contributions from volume growth.
Components of organic net sales growth are shown in the following table:
Fiscal 2022 vs. Fiscal 2021
Contributions from organic volume growth (a) (1)pt
Organic net price realization and mix 7pts
Organic net sales growth 6pts
Foreign currency exchange Flat
Acquisition and divestitures (1)pt
Net sales growth 5pts
Note: Table may not foot due to rounding
(a) Measured in tons based on the stated weight of our product shipments.

Organic net sales in fiscal 2022 increased 6 percent compared to fiscal 2021, driven by favorable organic net price realization
and mix, partially offset by a decrease in contributions from organic volume growth.
Cost of sales increased $912 million in fiscal 2022 to $12,591 million. The increase was primarily driven by a $1,514 million
increase attributable to product rate and mix, partially offset by a $608 million decrease due to lower volume. We recorded
a $133 million net decrease in cost of sales related to mark-to-market valuation of certain commodity positions and grain
inventories in fiscal 2022, compared to a net decrease of $139 million in fiscal 2021 (please see Note 8 to the Consolidated
Financial Statements in Item 8 of this report for additional information).
Gross margin decreased 1 percent in fiscal 2022 versus fiscal 2021. Gross margin as a percent of net sales decreased 190
basis points to 33.7 percent compared to fiscal 2021.
SG&A expenses increased $67 million to $3,147 million in fiscal 2022 compared to fiscal 2021. The increase in SG&A
expenses primarily reflects lower net corporate investment activity and higher transaction costs, partially offset by lower
media and advertising expenses and other administrative costs. SG&A expenses as a percent of net sales in fiscal 2022
decreased 40 basis points compared to fiscal 2021.
Divestitures gain totaled $194 million in fiscal 2022 due to the sale of our interests in Yoplait SAS, Yoplait Marques SNC,
and Liberté Marques Sàrl and our European dough businesses (please refer to Note 3 to the Consolidated Financial Statements
in Part I, Item 1 of this report). Divestiture loss totaled $54 million in fiscal 2021 due to the sale of our Laticínios Carolina
business in Brazil.
Restructuring, impairment, and other exit 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, and as a result, we recorded $12 million of charges in fiscal
2022. We recorded a net recovery of $38 million in fiscal 2022, which includes a $34 million reduction to our restructuring
reserves primarily related to severance charges. In fiscal 2021, we approved restructuring actions designed to better align
our organizational structure and resources with strategic initiatives and actions related to route-to-market and supply chain
optimization. Please see Note 4 to the Consolidated Financial Statements in Item 8 of this report for additional information.
Benefit plan non-service income totaled $113 million in fiscal 2022 compared to $133 million in fiscal 2021, primarily
reflecting higher amortization of losses (please see Note 2 to the Consolidated Financial Statements in Item 8 of this report
for additional information).
Interest, net for fiscal 2022 totaled $380 million, $40 million lower than fiscal 2021, primarily driven by lower average debt
balances.
Our effective tax rate for fiscal 2022 was 18.3 percent compared to 22.0 percent in fiscal 2021. The 3.7 percentage point
decrease was primarily driven by a change in the valuation allowance on our capital loss carryforwards, certain non-taxable
components of the divestiture gains, and favorable changes in earnings mix by jurisdiction. Our adjusted effective tax rate
was 20.9 percent in fiscal 2022 compared to 21.1 percent in fiscal 2021 (see the “Non-GAAP Measures” section below for a
description of our use of measures not defined by GAAP).

19
After-tax earnings from joint ventures decreased 5 percent to $112 million in fiscal 2022 compared to fiscal 2021, primarily
driven by higher input costs and lower net sales at CPW, partially offset by lower SG&A expenses at CPW and higher net
sales at HDJ. On a constant-currency basis, after-tax earnings from joint ventures decreased 3 percent (see the “Non-GAAP
Measures” section below for a description of our use of measures not defined by GAAP). The components of our joint
ventures’ net sales growth are shown in the following table:
Fiscal 2022 vs. Fiscal 2021 CPW HDJ Total
Contributions from volume growth (a) (3)pts 8pts
Net price realization and mix 2pts 1pt
Net sales growth in constant currency (1)pt 9pts 1pt
Foreign currency exchange (2)pts (8)pts (3)pts
Net sales growth (3)pts 1pt (2)pts
Note: Table may not foot due to rounding
(a) Measured in tons based on the stated weight of our product shipments.

Net earnings attributable to redeemable and noncontrolling interests increased to $28 million in fiscal 2022 compared to
$6 million in fiscal 2021, primarily due to the loss on sale of the Laticínios Carolina business in Brazil in fiscal 2021, partially
offset by the sale of our interests in Yoplait SAS, Yoplait Marques SNC, and Liberté Marques Sàrl in fiscal 2022.
Average diluted shares outstanding decreased by 6 million in fiscal 2022 from fiscal 2021 primarily due to share repurchase
activity.

RESULTS OF SEGMENT OPERATIONS

Our businesses are organized into four operating segments: North America Retail; International; Pet, and North America
Foodservice.
In fiscal 2022, we announced a new organization structure to streamline our global operations. As a result of this global
reorganization, beginning in the third quarter of fiscal 2022, we reported results for our four operating segments as follows:
North America Retail; International; Pet; and North America Foodservice. We have restated our net sales by segment and
segment operating profit amounts to reflect our new operating segments. These segment changes had no effect on previously
reported consolidated net sales, operating profit, net earnings attributable to General Mills, or earnings per share. Please refer
to Note 17 of the Consolidated Financial Statements in Part 8 of this report for a description of our operating segments.
Our North America Retail operating segment includes convenience store businesses from our former Convenience Stores
& Foodservice segment. Within our North America Retail operating segment, our former U.S. Cereal operating unit and
U.S. Yogurt operating unit have been combined into the U.S. Morning Foods operating unit. Additionally, the U.S. Meals &
Baking Solutions operating unit combines the former U.S. Meals & Baking operating unit with certain businesses from the
U.S. Snacks operating unit. The Canada operating unit excludes Canada foodservice businesses which are now included in
our North America Foodservice operating segment. The resulting North America Foodservice operating segment exclusively
includes our foodservice businesses. Our International operating segment combines our former Europe & Australia and Asia
& Latin America operating segments. Our Pet operating segment is unchanged.
The following tables provide the dollar amount and percentage of net sales and operating profit from each segment for fiscal
2022 and fiscal 2021:
Fiscal Year
2022 2021
Percent Percent
In Millions Dollars of Total Dollars of Total
Net Sales
North America Retail $11,572.0 61% $11,250.0 62%
International 3,315.7 17 3,656.8 20
Pet 2,259.4 12 1,732.4 10
North America Foodservice 1,845.7 10 1,487.8 8
Total $18,992.8 100% $18,127.0 100%

20
 Fiscal Year
2022 2021
Percent Percent
In Millions Dollars of Total Dollars of Total
Segment Operating Profit
North America Retail $ 2,699.7 74% $ 2,725.9 75%
International 232.0 6 236.6 7
Pet 470.6 13 415.0 12
North America Foodservice 255.5 7 203.3 6
Total $ 3,657.8 100% $ 3,580.8 100%
Segment operating profit as reviewed by our executive management excludes unallocated corporate items, net gain or loss on
divestitures, and restructuring, impairment, and other exit costs that are centrally managed.

NORTH AMERICA RETAIL SEGMENT

Our North America Retail operating segment reflects business with a wide variety of grocery stores, mass merchandisers,
membership stores, natural food chains, drug, dollar and discount chains, convenience stores, and e-commerce grocery
providers. Our product categories in this business segment are ready-to-eat cereals, refrigerated yogurt, soup, meal kits,
refrigerated and frozen dough products, dessert and baking mixes, frozen pizza and pizza snacks, snack bars, fruit snacks,
savory snacks, and a wide variety of organic products including ready-to-eat cereal, frozen and shelf-stable vegetables, meal
kits, fruit snacks, snack bars, and refrigerated yogurt.
North America Retail net sales were as follows:
Fiscal Fiscal 2022 vs. 2021 Fiscal
2022 Percentage Change 2021
Net sales (in millions) $11,572.0 3% $11,250.0
Contributions from volume growth (a) (6)pts
Net price realization and mix 9pts
Foreign currency exchange Flat
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.

The 3 percent increase in North America Retail net sales for fiscal 2022 was driven by favorable net price realization and mix,
partially offset by a decrease in contributions from volume growth.
The components of North America Retail organic net sales growth are shown in the following table:
Fiscal 2022 vs. 2021
Percentage Change
Contributions from organic volume growth (a) (6)pts
Organic net price realization and mix 9pts
Organic net sales growth 3pts
Foreign currency exchange Flat
Net sales growth 3pts

Note: Table may not foot due to rounding.

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

North America Retail organic net sales increased 3 percent in fiscal 2022 compared to fiscal 2021, driven by favorable organic
net price realization and mix, partially offset by a decrease in contributions from organic volume growth.

21
Net sales for our North America Retail operating units are shown in the following table:
Fiscal Fiscal 2022 vs. 2021 Fiscal
In Millions 2022 Percentage Change 2021
U.S. Meals & Baking Solutions $ 4,023.8 Flat $ 4,042.2
U.S. Morning Foods 3,370.9 2% 3,314.0
U.S. Snacks 3,191.4 9% 2,940.5
Canada (a) 985.9 3% 953.3
Total $11,572.0 3% $11,250.0

(a) On a constant currency basis, Canada operating unit net sales increased 1 percent in fiscal 2022. See the “Non-GAAP
Measures” section below for our use of this measure not defined by GAAP.

Segment operating profit decreased 1 percent to $2,700 million in fiscal 2022 compared to $2,726 million in fiscal 2021,
primarily driven by higher input costs and a decrease in contributions from volume growth, partially offset by favorable
net price realization and mix and a decrease in certain SG&A expenses. Segment operating profit decreased 1 percent on a
constant-currency basis in fiscal 2022 compared to fiscal 2021 (see the “Non-GAAP Measures” section below for our use of
this measure not defined by GAAP).

INTERNATIONAL SEGMENT
Our International operating segment reflects retail and foodservice businesses outside of the United States and Canada. Our
product categories include super-premium ice cream and frozen desserts, meal kits, salty snacks, snack bars, dessert and
baking mixes, and shelf stable vegetables.
International net sales were as follows:
Fiscal Fiscal 2022 vs. 2021 Fiscal
2022 Percentage Change 2021
Net sales (in millions) $3,315.7 (9)% $3,656.8
Contributions from volume growth (a) (19)pts
Net price realization and mix 9pts
Foreign currency exchange 1pt

Note: Table may not foot due to rounding.

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

The 9 percent decrease in International net sales in fiscal 2022 was driven by a decrease in contributions from volume growth,
including the impact of volume declines from divestitures, partially offset by favorable net price realization and mix and
favorable foreign currency exchange.
The components of International organic net sales growth are shown in the following table:
Fiscal 2022 vs. 2021
Percentage Change
Contributions from organic volume growth (a) Flat
Organic net price realization and mix 2pts
Organic net sales growth 2pts
Foreign currency exchange 1pt
Divestitures (b) (12)pts
Net sales growth (9)pts
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Divestitures include the impact of the sale of our interests in Yoplait SAS, Yoplait Marques SNC, and Liberté Marques
Sàrl and our European dough businesses in fiscal 2022 and the sale of the Laticínios Carolina business in Brazil in fiscal
2021. Please see Note 3 to the Consolidated Financial Statements in Part II, Item 8 of this report.

22
The 2 percent increase in International organic net sales growth in fiscal 2022 was driven by favorable organic net price
realization and mix.
Segment operating profit decreased 2 percent to $232 million in fiscal 2022 compared to $237 million in 2021, primarily
driven by higher input costs and a decrease in contributions from volume growth, including the impact of volume declines
from divestitures, partially offset by favorable net price realization and mix and a decrease in SG&A expenses. Segment
operating profit decreased 4 percent on a constant-currency basis in fiscal 2022 compared to fiscal 2021 (see the “Non-GAAP
Measures” section below for our use of this measure not defined by GAAP).

PET SEGMENT
Our Pet operating segment includes pet food products sold primarily in the United States and Canada in national pet
superstore chains, e-commerce retailers, grocery stores, regional pet store chains, mass merchandisers, and veterinary clinics
and hospitals. Our product categories include dog and cat food (dry foods, wet foods, and treats) made with whole meats,
fruits, and vegetables and other high-quality natural ingredients. Our tailored pet product offerings address specific dietary,
lifestyle, and life-stage needs and span different product types, diet types, breed sizes for dogs, lifestages, flavors, product
functions, and textures and cuts for wet foods.
Pet net sales were as follows:
Fiscal Fiscal 2022 vs. 2021 Fiscal
2022 Percentage Change 2021
Net sales (in millions) $2,259.4 30% $1,732.4
Contributions from volume growth (a) 11pts
Net price realization and mix 19pts
Foreign currency exchange Flat

Note: Table may not foot due to rounding.

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

Pet net sales increased 30 percent in fiscal 2022 compared to fiscal 2021, driven by favorable net price realization and mix
and an increase in contributions from volume growth, including incremental volume from the acquisition of Tyson Foods’ pet
treats business.
The components of Pet organic net sales growth are shown in the following table:
Fiscal 2022 vs. 2021
Percentage Change
Contributions from organic volume growth (a) 8pts
Organic net price realization and mix 10pts
Organic net sales growth 18pts
Foreign currency exchange Flat
Acquisition (b) 13pts
Net sales growth 30pts

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.
(b) Acquisition of Tyson Foods’ pet treats business in fiscal 2022. Please see Note 3 to the Consolidated Financial Statements
in Part II, Item 8 of this report.

The 18 percent increase in Pet organic net sales growth in fiscal 2022 was driven by favorable organic net price realization
and mix and an increase in contributions from organic volume growth.
Pet operating profit increased 13 percent to $471 million in fiscal 2022, compared to $415 million in fiscal 2021, primarily
driven by favorable net price realization and mix and an increase in contributions from volume growth, including incremental
volume from the acquisition of Tyson Foods’ pet treats business, partially offset by higher input costs and an increase in
SG&A expenses. Segment operating profit increased 13 percent on a constant-currency basis in fiscal 2022 compared to fiscal
2021 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

23
NORTH AMERICA FOODSERVICE SEGMENT
Our major product categories in our North America Foodservice operating segment are ready-to-eat cereals, snacks,
refrigerated yogurt, frozen meals, unbaked and fully baked frozen dough products, baking mixes, and bakery flour. Many
products we sell are branded to the consumer and nearly all are branded to our customers. We sell to distributors and operators
in many customer channels including foodservice, vending, and supermarket bakeries.
North America Foodservice net sales were as follows:
Fiscal Fiscal 2022 vs. 2021 Fiscal
2022 Percentage Change 2021
Net sales (in millions) $1,845.7 24% $1,487.8
Contributions from volume growth (a) 5pts
Net price realization and mix 19pts
Foreign currency exchange Flat
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
North America Foodservice net sales increased 24 percent in fiscal 2022, driven by favorable price realization and mix,
including market index pricing on bakery flour, and an increase in contributions from volume growth.
The components of North America Foodservice organic net sales growth are shown in the following table:
Fiscal 2022 vs. 2021
Percentage Change
Contributions from organic volume growth (a) 5pts
Organic net price realization and mix 19pts
Organic net sales growth 24pts
Foreign currency exchange Flat
Net sales growth 24pts

Note: Table may not foot due to rounding.

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

The 24 percent increase in North America Foodservice organic net sales growth in fiscal 2022 was driven by favorable
organic net price realization and mix, including market index pricing on bakery flour, and an increase in contributions from
organic volume growth.
Segment operating profit increased 26 percent to $256 million in fiscal 2022, compared to $203 million in fiscal 2021, primarily
driven by favorable net price realization and mix and an increase in contributions from volume growth, partially offset by
higher input costs. Segment operating profit increased 26 percent on a constant-currency basis in fiscal 2022 compared to
fiscal 2021 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

UNALLOCATED CORPORATE ITEMS

Unallocated corporate items include corporate overhead expenses, variances to planned domestic employee benefits and
incentives, certain charitable contributions, restructuring initiative project-related costs, gains and losses on corporate
investments, and other items that are not part of our measurement of segment operating performance. These include gains and
losses arising from the revaluation of certain grain inventories and gains and losses from mark-to-market valuation of certain
commodity positions until passed back to our operating segments. These items affecting operating profit are centrally managed
at the corporate level and are excluded from the measure of segment profitability reviewed by executive management. Under
our supply chain organization, our manufacturing, warehouse, and distribution activities are substantially integrated across
our operations in order to maximize efficiency and productivity. As a result, fixed assets and depreciation and amortization
expenses are neither maintained nor available by operating segment.
In fiscal 2022, unallocated corporate expense increased $191 million to $403 million compared to $212 million last year. In
fiscal 2022, we recorded a $133 million net decrease in expense related to mark-to-market valuation of certain commodity
positions and grain inventories, compared to a $139 million net decrease in expense in the prior year. In fiscal 2022, we
recorded $15 million of net losses related to the sale of corporate investments and valuation adjustments, compared to

24
$76 million of net gains in fiscal 2021. We recorded $22 million of integration costs related to our acquisition of Tyson Foods’
pet treats business and $73 million of transaction costs primarily related to the sale of our interests in Yoplait SAS, Yoplait
Marques SNC, and Liberté Marques Sàrl, the sale of our European dough businesses, the definitive agreements to sell our
Helper main meals and Suddenly Salad side dishes business, and the definitive agreement to acquire TNT Crust in fiscal
2022, compared to $10 million of transaction costs in fiscal 2021. In addition, we recorded a $22 million recovery related to a
Brazil indirect tax item in fiscal 2022 compared to a $9 million recovery in fiscal 2021. We recorded a $13 million insurance
recovery in fiscal 2022. In fiscal 2021, we recorded a $4 million favorable adjustment related to a product recall in fiscal 2020
in our international Green Giant business.

IMPACT OF INFLATION
We experienced broad based global input cost inflation of 8 percent in fiscal 2022 and 4 percent in fiscal 2021. We expect
input cost inflation of approximately 14 percent in fiscal 2023. We attempt to minimize the effects of inflation through HMM,
SRM, planning, and operating practices. Our risk management practices are discussed in Item 7A of this report.

LIQUIDITY AND CAPITAL RESOURCES

The primary source of our liquidity is cash flow from operations. Over the most recent two-year period, our operations have
generated $6.3 billion in cash. A substantial portion of this operating cash flow has been returned to shareholders through
dividends and share repurchases. We also use cash from operations to fund our capital expenditures, acquisitions, and debt
service. We typically use a combination of cash, notes payable, and long-term debt, and occasionally issue shares of common
stock, to finance significant acquisitions.
As of May 29, 2022, we had $523 million of cash and cash equivalents held in foreign jurisdictions. In anticipation of
repatriating funds from foreign jurisdictions, we record local country withholding taxes on our international earnings, as
applicable. We may repatriate our cash and cash equivalents held by our foreign subsidiaries without such funds being subject
to further U.S. income tax liability. Earnings prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested
in those jurisdictions.

Cash Flows from Operations

Fiscal Year
In Millions 2022 2021
Net earnings, including earnings attributable to redeemable and noncontrolling interests $2,735.0 $2,346.0
Depreciation and amortization 570.3 601.3
After-tax earnings from joint ventures (111.7) (117.7)
Distributions of earnings from joint ventures 107.5 95.2
Stock-based compensation 98.7 89.9
Deferred income taxes 62.2 118.8
Pension and other postretirement benefit plan contributions (31.3) (33.4)
Pension and other postretirement benefit plan costs (30.1) (33.6)
Divestitures (gain) loss (194.1) 53.5
Restructuring, impairment, and other exit (recoveries) costs (117.1) 150.9
Changes in current assets and liabilities, excluding the effects of acquisition
and divestitures 277.4 (155.9)
Other, net (50.7) (131.8)
Net cash provided by operating activities $3,316.1 $2,983.2

During fiscal 2022, cash provided by operations was $3,316 million compared to $2,983 million in the same period last
year. The $333 million increase was primarily driven by a $433 million change in current assets and liabilities and a $389
million increase in net earnings, partially offset by a $268 million change in restructuring costs and a $248 million change in
divestitures gain. The $433 million change in current assets and liabilities was primarily driven by a $269 million change in
inventories and a $238 million change in other current liabilities, primarily driven by changes in income taxes payable and the
fair value of certain currency and commodity derivatives. These were partially offset by a $194 million change in receivables.

25
We strive to grow core working capital at or below the rate of growth in our net sales. For fiscal 2022, core working capital
decreased 117 percent, compared to a net sales increase of 5 percent. As of May 29, 2022, our core working capital balance was
a net liability of $423 million compared to a net liability of $194 million in fiscal 2021. The $229 million change was primarily
due to an increase in accounts payable in fiscal 2022 primarily due to input cost inflation.

Cash Flows from Investing Activities

Fiscal Year
In Millions 2022 2021
Purchases of land, buildings, and equipment $ (568.7) $(530.8)
Acquisitions, net of cash acquired (1,201.3) —
Investments in affiliates, net 15.4 15.5
Proceeds from disposal of land, buildings, and equipment 3.3 2.7
Proceeds from divestitures, net of cash divested 74.1 2.9
Other, net (13.5) (3.1)
Net cash used by investing activities $(1,690.7) $(512.8)

In fiscal 2022, we used $1,691 million of cash through investing activities compared to $513 million in fiscal 2021. We invested
$569 million in land, buildings, and equipment in fiscal 2022, an increase of $38 million from fiscal 2021.
During fiscal 2022, we acquired Tyson Foods’ pet treats business for an aggregate purchase price of $1.2 billion.
During fiscal 2022, we sold our interests in Yoplait SAS, Yoplait Marques SNC, and Liberté Marques Sàrl for cash proceeds
of $32 million, net of cash divested as part of the sale. We also completed the sale of our European dough businesses in fiscal
2022 for cash proceeds of $42 million. 
We expect capital expenditures to be approximately 4.0 percent of reported net sales in fiscal 2023. These expenditures will
fund initiatives that are expected to fuel growth, support innovative products, and continue HMM initiatives throughout the
supply chain.

Cash Flows from Financing Activities

Fiscal Year
In Millions 2022 2021
Change in notes payable $ 551.4 $ 71.7
Issuance of long-term debt 2,203.7 1,576.5
Payment of long-term debt (3,140.9) (2,609.0)
Debt exchange participation incentive cash payment — (201.4)
Proceeds from common stock issued on exercised options 161.7 74.3
Purchases of common stock for treasury (876.8) (301.4)
Dividends paid (1,244.5) (1,246.4)
Distributions to redeemable and noncontrolling interest holders (129.8) (48.9)
Other, net (28.0) (30.9)
Net cash used by financing activities $(2,503.2) $(2,715.5)

Financing activities used $2.5 billion of cash in fiscal 2022 compared to $2.7 billion in fiscal 2021. We had $386 million of
net debt repayments in fiscal 2022 compared to $961 million of net debt repayments in fiscal 2021. In addition, we paid a
participation incentive of $201 million related to a debt exchange in fiscal 2021. For more information on our debt issuances
and payments, please refer to Note 9 to the Consolidated Financial Statements in Item 8 of this report.
During fiscal 2022, we received $162 million of net proceeds from common stock issued on exercised options compared to
$74 million in fiscal 2021.
During fiscal 2022, we repurchased 14 million shares of our common stock for $877 million. During fiscal 2021, we
repurchased 5 million shares of our common stock for $301 million.
Dividends paid in fiscal 2022 totaled $1,244 million, or $2.04 per share. Dividends paid in fiscal 2021 totaled $1,246 million,
or $2.02 per share.

26
Selected Cash Flows from Joint Ventures
Selected cash flows from our joint ventures are set forth in the following table:

Fiscal Year
Inflow (Outflow), in Millions 2022 2021
Investments in affiliates, net $ 15.4 $15.5
Dividends received 107.5 95.2

The following table details the fee-paid committed and uncommitted credit lines we had available as of May 29, 2022:

Facility Borrowed
In Billions Amount Amount
Credit facility expiring:
April 2026 $2.7 $—
Total committed credit facilities 2.7 —
Uncommitted credit facilities 0.6 0.1
Total committed and uncommitted credit facilities $3.3 $0.1

To ensure availability of funds, we maintain bank credit lines and have commercial paper programs available to us in the
United States and Europe. We also have uncommitted and asset-backed credit lines that support our foreign operations.
We have material contractual obligations that arise in the normal course of business and we believe that cash flows from
operations will be adequate to meet our liquidity and capital needs for at least the next 12 months.
Certain of our long-term debt agreements, our credit facilities, and our noncontrolling interests contain restrictive covenants.
As of May 29, 2022, we were in compliance with all of these covenants. 
We have $1,674 million of long-term debt maturing in the next 12 months that is classified as current, including $500 million
of 2.60 percent fixed-rate notes due October 12, 2022, $100 million of 7.47 percent fixed-rate notes due October 15, 2022,
€250 million of 0.00 percent fixed-rate notes due November 11, 2022, €500 million of 1.00 percent fixed-rate notes due April
27, 2023, and €250 million of floating rate notes due May 16, 2023. We believe that cash flows from operations, together with
available short- and long-term debt financing, will be adequate to meet our liquidity and capital needs for at least the next
12 months.
As of May 29, 2022, our total debt, including the impact of derivative instruments designated as hedges, was 77 percent in
fixed-rate and 23 percent in floating-rate instruments, compared to 88 percent in fixed-rate and 12 percent in floating-rate
instruments on May 30, 2021.
Our net debt to operating cash flow ratio decreased to 3.3 in fiscal 2022 from 3.7 in fiscal 2021, primarily driven by an
increase in cash provided by operations. Our net debt-to-adjusted EBITDA ratio declined to 2.8 in fiscal 2022 from 2.9 in
fiscal 2021 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).
The third-party holder of the General Mills Cereals, LLC (GMC) Class A Interests receives quarterly preferred distributions
from available net income based on the application of a floating preferred return rate to the holder’s capital account balance
established in the most recent mark-to-market valuation (currently $252 million). On June 1, 2021, the floating preferred return
rate on GMC’s Class A Interests was reset to the sum of three-month LIBOR plus 160 basis points. The preferred return rate is
adjusted every three years through a negotiated agreement with the Class A Interest holder or through a remarketing auction.
We have an option to purchase the Class A Interests for consideration equal to the then current capital account value, plus any
unpaid preferred return and the prescribed make-whole amount. If we purchase these interests, any change in the third-party
holder’s capital account from its original value will be charged directly to retained earnings and will increase or decrease the
net earnings used to calculate EPS in that period.

27
CRITICAL ACCOUNTING ESTIMATES
For a complete description of our significant accounting policies, please see Note 2 to the Consolidated Financial Statements
in Item 8 of this report. Our critical accounting estimates are those that have a meaningful impact on the reporting of our
financial condition and results of operations. These estimates include our accounting for revenue recognition, valuation of
long-lived assets, intangible assets, stock-based compensation, income taxes, and defined benefit pension, other postretirement
benefit, and postemployment benefit plans.

Considerations related to the COVID-19 pandemic

The continuing impact that the recent COVID-19 pandemic will have on our consolidated results of operations is uncertain.
We saw increased orders from retail customers across all geographies in response to increased consumer demand for food
at home. We also experienced a COVID-19-related decrease in consumer traffic in away-from-home food outlets. In fiscal
2023, we expect at-home food demand will decline year over year across most of our core markets though will remain
above pre-pandemic levels. Conversely, we expect away-from home food demand to continue to recover, though not fully
to pre-pandemic levels. We expect one of the largest factors impacting our performance will be relative balance of at-home
versus away-from-home consumer food demand, primarily driven by the level of virus control in markets around the world,
which remains uncertain. We have considered the potential impacts of the COVID-19 pandemic in our significant accounting
estimates as of May 29, 2022, and will continue to evaluate the nature and extent of the impact to our business and consolidated
results of operations.

Revenue Recognition
Our revenues are reported net of variable consideration and consideration payable to our customers, including trade
promotion, consumer coupon redemption, and other reductions to the transaction price, including estimated allowances for
returns, unsalable product, and prompt pay discounts. Trade promotions are recorded using significant judgment of estimated
participation and performance levels for offered programs at the time of sale. Differences between the estimated and actual
reduction to the transaction price are recognized as a change in estimate in a subsequent period. Our accrued trade and coupon
promotion liabilities were $420 million as of May 29, 2022, and $508 million as of May 30, 2021. Because these amounts
are significant, if our estimates are inaccurate we would have to make adjustments in subsequent periods that could have a
significant effect on our results of operations.

Valuation of Long-Lived Assets

We estimate the useful lives of long-lived assets and make estimates concerning undiscounted cash flows to review for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be
recoverable. Fair value is measured using discounted cash flows or independent appraisals, as appropriate.

Intangible Assets
Goodwill and other indefinite-lived intangible assets are not subject to amortization and are tested for impairment annually
and whenever events or changes in circumstances indicate that impairment may have occurred. Our estimates of fair value
for goodwill impairment testing are determined based on a discounted cash flow model. We use inputs from our long-range
planning process to determine growth rates for sales and profits. We also make estimates of discount rates, perpetuity growth
assumptions, market comparables, and other factors.
We evaluate the useful lives of our other intangible assets, mainly brands, to determine if they are finite or indefinite-
lived. Reaching a determination 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.
Intangible assets that are deemed to have finite lives are amortized on a straight-line basis over their useful lives, generally
ranging from 4 to 30 years. Our estimate of the fair value of our brand assets is based on a discounted cash flow model using
inputs which include projected revenues from our long-range plan, assumed royalty rates that could be payable if we did not
own the brands, and a discount rate.
As of May 29, 2022, we had $21 billion of goodwill and indefinite-lived intangible assets. While we currently believe that
the fair value of each intangible exceeds its carrying value and that those intangibles will contribute indefinitely to our cash
flows, materially different assumptions regarding future performance of our businesses or a different weighted-average cost

28
of capital could result in material impairment losses and amortization expense. We performed our fiscal 2022 assessment of
our intangible assets as of the first day of the second quarter of fiscal 2022, and we determined there was no impairment of
our intangible assets as their related fair values were substantially in excess of the carrying values.
During the third quarter of fiscal 2022, we changed our organizational and management structure to streamline our global
operations. As a result of these changes, we reassessed our operating segments as well as our reporting units. Under our new
organizational structure, our chief operating decision maker assesses performance and makes decisions about resources to be
allocated to our segments at the North America Retail, International, Pet, and North America Foodservice operating segment
level. Please see Note 17 to the Consolidated Financial Statements in Item 8 of this report for additional information on our
operating segments.
The organizational changes also resulted in changes in certain reporting units, one level below the segment level, and were
considered a triggering event that required a goodwill impairment test during the third quarter of fiscal 2022. We determined
there was no impairment of the goodwill of the impacted reporting units as their related fair values were substantially in
excess of the carrying values.

Stock-based Compensation
The valuation of stock options is a significant accounting estimate that requires us to use judgments and assumptions that
are likely to have a material impact on our financial statements. Annually, we make predictive assumptions regarding future
stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. For more information on these
assumptions, please see Note 12 to the Consolidated Financial Statements in Item 8 of this report.
The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were
as follows:

Fiscal Year
2022 2021 2020
Estimated fair values of stock options granted $8.77 $8.03 $7.10
Assumptions:
Risk-free interest rate 1.5% 0.7% 2.0%
Expected term 8.5years 8.5years 8.5years
Expected volatility 20.2% 19.5% 17.4%
Dividend yield 3.4% 3.3% 3.6%

The risk-free interest rate for periods during the expected term of the options is based on the U.S. Treasury zero-coupon yield
curve in effect at the time of grant. An increase in the expected term by 1 year, leaving all other assumptions constant, would
decrease the grant date fair value by less than 1 percent. If all other assumptions are held constant, a one percentage point
increase in our fiscal 2022 volatility assumption would increase the grant date fair value of our fiscal 2022 option awards by
7 percent.
To the extent that actual outcomes differ from our assumptions, we are not required to true up grant-date fair value-based
expense to final intrinsic values. Historical data has a significant bearing on our forward-looking assumptions. Significant
variances between actual and predicted experience could lead to prospective revisions in our assumptions, which could then
significantly impact the year-over-year comparability of stock-based compensation expense.
Any corporate income tax benefit realized upon exercise or vesting of an award in excess of that previously recognized in
earnings (referred to as a windfall tax benefit) is presented in the Consolidated Statements of Cash Flows as an operating cash
flow. The actual impact on future years’ cash flows will depend, in part, on the volume of employee stock option exercises
during a particular year and the relationship between the exercise-date market value of the underlying stock and the original
grant-date fair value previously determined for financial reporting purposes.
Realized windfall tax benefits and shortfall tax deficiencies related to the exercise or vesting of stock-based awards are
recognized in the Consolidated Statement of Earnings. Because employee stock option exercise behavior is not within our
control, it is possible that significantly different reported results could occur if different assumptions or conditions were to
prevail.

29
Income Taxes
We apply a more-likely-than-not threshold to the recognition and derecognition of uncertain tax positions. Accordingly, we
recognize the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement.
Future changes in judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the
period of such change. For more information on income taxes, please see Note 15 to the Consolidated Financial Statements in
Item 8 of this report.

Defined Benefit Pension, Other Postretirement Benefit, and Postemployment Benefit Plans
We have defined benefit pension plans covering many employees in the United States, Canada, Switzerland, and the United
Kingdom. We also sponsor plans that provide health care benefits to many of our retirees in the United States, Canada,
and Brazil. Under certain circumstances, we also provide accruable benefits, primarily severance, to former and inactive
employees in the United States, Canada, and Mexico. Please see Note 14 to the Consolidated Financial Statements in Item 8
of this report for a description of our defined benefit pension, other postretirement benefit, and postemployment benefit plans.
We recognize benefits provided during retirement or following employment over the plan participants’ active working lives.
Accordingly, we make various assumptions to predict and measure costs and obligations many years prior to the settlement of
our obligations. Assumptions that require significant management judgment and have a material impact on the measurement
of our net periodic benefit expense or income and accumulated benefit obligations include the long-term rates of return on
plan assets, the interest rates used to discount the obligations for our benefit plans, and health care cost trend rates.

Expected Rate of Return on Plan Assets

Our expected rate of return on plan assets is determined by our asset allocation, our historical long-term investment
performance, our estimate of future long-term returns by asset class (using input from our actuaries, investment services, and
investment managers), and long-term inflation assumptions. We review this assumption annually for each plan; however, our
annual investment performance for one particular year does not, by itself, significantly influence our evaluation.
Our historical investment returns (compound annual growth rates) for our United States defined benefit pension and other
postretirement benefit plan assets were an 8.4 percent loss in the 1 year period ended May 29, 2022 and returns of 6.4 percent,
8.2 percent, 6.2 percent, and 8.0 percent for the 5, 10, 15, and 20 year periods ended May 29, 2022.
On a weighted-average basis, the expected rate of return for all defined benefit plans was 5.85 percent for fiscal 2022, 5.72
percent for fiscal 2021, and 6.95 percent for fiscal 2020. For fiscal 2023, we increased our weighted-average expected rate
of return on plan assets for our principal defined benefit pension and other postretirement plans in the United States to 6.75
percent due to higher prospective long-term asset returns primarily on fixed income investments.
Lowering the expected long-term rate of return on assets by 100 basis points would increase our net pension and postretirement
expense by $66 million for fiscal 2023. A market-related valuation basis is used to reduce year-to-year expense volatility. The
market-related valuation recognizes certain investment gains or losses over a five-year period from the year in which they
occur. Investment gains or losses for this purpose are the difference between the expected return calculated using the market-
related value of assets and the actual return based on the market-related value of assets. Our outside actuaries perform these
calculations as part of our determination of annual expense or income.

Discount Rates
We estimate the service and interest cost components of the net periodic benefit expense for our United States and most of our
international defined benefit pension, other postretirement benefit, and postemployment benefit plans utilizing a full yield
curve approach by applying the specific spot rates along the yield curve used to determine the benefit obligation to the relevant
projected cash flows. Our discount rate assumptions are determined annually as of May 31 for our defined benefit pension,
other postretirement benefit, and postemployment benefit plan obligations. We work with our outside actuaries to determine
the timing and amount of expected future cash outflows to plan participants and, using the Aa Above Median corporate bond
yield, to develop a forward interest rate curve, including a margin to that index based on our credit risk. This forward interest
rate curve is applied to our expected future cash outflows to determine our discount rate assumptions.

30
Our weighted-average discount rates were as follows:
Defined Benefit Other Postretirement Postemployment
Pension Plans Benefit Plans Benefit Plans
Effective rate for fiscal 2023 service costs 4.53% 4.41% 3.67%
Effective rate for fiscal 2023 interest costs 4.01% 3.80% 3.34%
Obligations as of May 31, 2022 4.39% 4.36% 3.62%
Effective rate for fiscal 2022 service costs 3.53% 3.34% 2.46%
Effective rate for fiscal 2022 interest costs 2.42% 2.08% 1.48%
Obligations as of May 31, 2021 3.17% 3.03% 2.04%
Effective rate for fiscal 2021 service costs 3.59% 3.44% 2.54%
Effective rate for fiscal 2021 interest costs 2.54% 2.32% 1.41%

Lowering the discount rates by 100 basis points would increase our net defined benefit pension, other postretirement benefit,
and postemployment benefit plan expense for fiscal 2023 by approximately $49 million. All obligation-related experience gains
and losses are amortized using a straight-line method over the average remaining service period of active plan participants
or over the average remaining lifetime of the remaining plan participants if the plan is viewed as “all or almost all” inactive
participants.

Health Care Cost Trend Rates

We review our health care cost trend rates annually. Our review is based on data we collect about our health care claims
experience and information provided by our actuaries. This information includes recent plan experience, plan design, overall
industry experience and projections, and assumptions used by other similar organizations. Our initial health care cost trend
rate is adjusted as necessary to remain consistent with this review, recent experiences, and short-term expectations. Our initial
health care cost trend rate assumption is 6.0 percent for retirees age 65 and over and 5.9 percent for retirees under age 65 at
the end of fiscal 2022. Rates are graded down annually until the ultimate trend rate of 4.5 percent is reached in 2031 for all
retirees. The trend rates are applicable for calculations only if the retirees’ benefits increase as a result of health care inflation.
The ultimate trend rate is adjusted annually, as necessary, to approximate the current economic view on the rate of long-term
inflation plus an appropriate health care cost premium. Assumed trend rates for health care costs have an important effect on
the amounts reported for the other postretirement benefit plans.
Any arising health care claims cost-related experience gain or loss is recognized in the calculation of expected future claims.
Once recognized, experience gains and losses are amortized using a straight-line method over the average remaining service
period of active plan participants or over the average remaining lifetime of the remaining plan participants if the plan is
viewed as “all or almost all” inactive participants.

Financial Statement Impact

In fiscal 2022, we recorded net defined benefit pension, other postretirement benefit, and postemployment benefit plan
income of $26 million compared to $4 million of expense in fiscal 2021 and $2 million of income in fiscal 2020. As of
May 29, 2022, we had cumulative unrecognized actuarial net losses of $2 billion on our defined benefit pension plans and
cumulative unrecognized actuarial net gains of $207 million on our postretirement and postemployment benefit plans, mainly
as the result of liability increases from lower interest rates, partially offset by increases in the values of plan assets in prior
fiscal years. These unrecognized actuarial net losses will result in increases in our future pension and postretirement benefit
expenses because they currently exceed the corridors defined by GAAP.
Actual future net defined benefit pension, other postretirement benefit, and postemployment benefit plan income or expense
will depend on investment performance, changes in future discount rates, changes in health care cost trend rates, and other
factors related to the populations participating in these plans.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In March 2020, the Financial Accounting Standards Board (FASB) issued optional accounting guidance for a limited period
of time to ease the potential burden in accounting for reference rate reform. The new standard provides expedients and
exceptions to existing accounting requirements for contract modifications and hedge accounting related to transitioning from
discontinued reference rates, such as LIBOR, to alternative reference rates, if certain criteria are met. The new accounting

31
requirements can be applied as of the beginning of the interim period including March 12, 2020, or any date thereafter,
through December 31, 2022. We are in the process of reviewing our contracts and arrangements that will be affected by a
discontinued reference rate and are analyzing the impact of this guidance on our results of operations and financial position.

NON-GAAP MEASURES
We have included in this report measures of financial performance that are not defined by GAAP. We believe that these
measures provide useful information to investors and include these measures in other communications to investors.
For each of these non-GAAP financial measures, we are providing below a reconciliation of the differences between the
non-GAAP measure and the most directly comparable GAAP measure, an explanation of why we believe the non-GAAP
measure provides useful information to investors, and any additional material purposes for which our management or Board
of Directors uses the non-GAAP measure. These non-GAAP measures should be viewed in addition to, and not in lieu of, the
comparable GAAP measure.

Significant Items Impacting Comparability

Several measures below are presented on an adjusted basis. The adjustments are either items resulting from infrequently
occurring events or items that, in management’s judgment, significantly affect the year-to-year assessment of operating results.
The following are descriptions of significant items impacting comparability of our results.

Divestitures (gain) loss

Divestitures gain related to the sale of our interests in Yoplait SAS, Yoplait Marques SNC, and Liberté Marques Sàrl and the
sale of our European dough businesses in fiscal 2022. Divestiture loss related to the sale of our Laticínios Carolina business
in Brazil in fiscal 2021. Please see Note 3 to the Consolidated Financial Statements in Item 8 of this report.

Transaction costs
Fiscal 2022 transaction costs relate primarily to the sale of our interests in Yoplait SAS, Yoplait Marques SNC, and Liberté
Marques Sàrl, the sale of our European dough businesses, the definitive agreements to sell our Helper main meals and
Suddenly Salad side dishes business, and the definitive agreement to acquire TNT Crust. Fiscal 2021 transaction costs related
to the sale of our interests in Yoplait SAS, Yoplait Marques SNC, and Liberté Marques Sàrl and the acquisition of Tyson
Foods’ pet treats business. Please see Note 3 to the Consolidated Financial Statements in Item 8 of this report.

Non-income tax recovery

Recovery related to a Brazil indirect tax item recorded in fiscal 2022 and fiscal 2021.

Acquisition integration costs

Integration costs resulting from the acquisition of Tyson Foods’ pet treats business. Please see Note 3 to the Consolidated
Financial Statements in Item 8 of this report.

Investment activity, net

Valuation adjustments and the gain on sale of certain corporate investments in fiscal 2022 and fiscal 2021.

Mark-to-market effects
Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please see Note 8 to
the Consolidated Financial Statements in Item 8 of this report.

Restructuring (recoveries) charges

Restructuring charges for International supply chain optimization actions and net restructuring recoveries for previously
announced restructuring actions in fiscal 2022. Restructuring charges for previously announced restructuring actions in
fiscal 2021. Please see Note 4 to the Consolidated Financial Statements in Item 8 of this report.

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Product recall
Net product recall adjustment recorded in fiscal 2021 related to our international Green Giant business.

Tax items
Discrete tax benefit recognized in fiscal 2022 related to a release of a valuation allowance associated with our capital loss
carryforwards expected to be used against future divestiture gains. Discrete tax item related to amendments to reorganize
certain U.S. retiree health and welfare benefits plans in fiscal 2021.

CPW restructuring charges

CPW restructuring charges related to previously announced restructuring actions.

Organic Net Sales Growth Rates

We provide organic net sales growth rates for our consolidated net sales and segment net sales. This measure is used in reporting
to our Board of Directors and executive management and as a component of the measurement of our performance for incentive
compensation purposes. We believe that organic net sales growth rates provide useful information to investors because they
provide transparency to underlying performance in our net sales by excluding the effect that foreign currency exchange
rate fluctuations, as well as acquisitions, divestitures, and a 53rd week, when applicable, have on year-to-year comparability.
A reconciliation of these measures to reported net sales growth rates, the relevant GAAP measures, are included in our
Consolidated Results of Operations and Results of Segment Operations discussions in the MD&A above.

Adjusted Operating Profit Growth on a Constant-currency Basis

This measure is used in reporting to our Board of Directors and executive management and as a component of the measurement
of our performance for incentive compensation purposes. We believe that this measure provides useful information to investors
because it is the operating profit measure we use to evaluate operating profit performance on a comparable year-to-year basis.
Additionally, the measure is evaluated on a constant-currency basis by excluding the effect that foreign currency exchange
rate fluctuations have on year-to-year comparability given the volatility in foreign currency exchange rates.
Our adjusted operating profit growth on a constant-currency basis is calculated as follows:

Fiscal Year
2022 2021 Change
Operating profit as reported $3,475.8 $3,144.8 11%
Divestitures (gain) loss (194.1) 53.5
Mark-to-market effects (133.1) (138.8)
Transaction costs 72.8 9.5
Restructuring (recoveries) charges (23.2) 172.7
Acquisition integration costs 22.4 —
Non-income tax recovery (22.0) (8.8)
Investment activity, net 14.7 (76.4)
Product recall adjustment, net — (3.5)
Adjusted operating profit $3,213.3 $3,153.2 2%
Foreign currency exchange impact Flat
Adjusted operating profit growth, on a constant-currency basis 2%

Note: Table may not foot due to rounding.

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

33
Adjusted Diluted EPS and Related Constant-currency Growth Rate
This measure is used in reporting to our Board of Directors and executive management. We believe that this measure provides
useful information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable
year-to-year basis.
The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted EPS and the related constant-currency growth
rate follows:
Fiscal Year
2022 vs.
Per Share Data 2022 2021 2021 Change
Diluted earnings per share, as reported $ 4.42 $ 3.78 17%
Divestitures (gain) loss (0.31) 0.04
Mark-to-market effects (0.17) (0.17)
Transaction costs 0.09 0.01
Restructuring (recoveries) charges (0.03) 0.22
Acquisition integration costs 0.03 —
Non-income tax recovery (0.02) (0.01)
Investment activity, net 0.01 (0.10)
Tax items (0.08) 0.02
Adjusted diluted earnings per share $ 3.94 $ 3.79 4%
Foreign currency exchange impact Flat
Adjusted diluted earnings per share growth, on a constant-currency basis 4%
Note: Table may not foot due to rounding.
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.
See our reconciliation below of the effective income tax rate as reported to the adjusted effective income tax rate for the tax
impact of each item affecting comparability.
Free Cash Flow Conversion Rate
We believe this measure provides useful information to investors because it is important for assessing our efficiency in
converting earnings to cash and returning cash to shareholders. The calculation of free cash flow conversion rate and net cash
provided by operating activities conversion rate, its equivalent GAAP measure, follows:
Fiscal
In Millions 2022
Net earnings, including earnings attributable to redeemable and noncontrolling interests, as reported $2,735.0
Divestitures gain, net of tax (189.0)
Mark-to-market effects, net of tax (102.5)
Transaction costs, net of tax 56.4
Restructuring (recoveries) charges, net of tax (16.7)
Acquisition integration costs, net of tax 17.2
Non-income tax recovery, net of tax (14.5)
Investment activity, net, net of tax 6.2
CPW restructuring charges, net of tax (0.9)
Tax item (50.7)
Adjusted net earnings, including earnings attributable to redeemable and noncontrolling interests $2,440.5
Net cash provided by operating activities 3,316.1
Purchases of land, buildings, and equipment (568.7)
Free cash flow $2,747.4
Net cash provided by operating activities conversion rate 121%
Free cash flow conversion rate 113%
Note: Table may not foot due rounding.
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.

34
See our reconciliation below of the effective income tax rate as reported to the adjusted effective income tax rate for the tax
impact of each item affecting comparability.
Net Debt-to-Adjusted Earnings before Net Interest, Income Taxes, Depreciation and Amortization (EBITDA) Ratio
We believe that this measure provides useful information to investors because it is an indicator of our ability to incur additional
debt and to service our existing debt.
The reconciliation of adjusted EBITDA to net earnings, including earnings attributable to redeemable and noncontrolling
interests, its GAAP equivalent, as well as the calculation of the net debt-to-adjusted EBITDA ratio are as follows:

Fiscal Year
In Millions 2022 2021
Total debt (a) $11,620.4 $12,612.0
Cash 569.4 1,505.2
Net debt $11,051.0 $11,106.8
Net earnings, including earnings attributable to redeemable and
noncontrolling interests, as reported $ 2,735.0 $ 2,346.0
Income taxes 586.3 629.1
Interest, net 379.6 420.3
Depreciation and amortization 570.3 601.3
EBITDA 4,271.2 3,996.8
After-tax earnings from joint ventures (111.7) (117.7)
Divestitures (gain) loss (194.1) 53.5
Mark-to-market effects (133.1) (138.8)
Transaction costs 72.8 9.5
Restructuring (recoveries) charges (23.2) 172.7
Acquisition integration costs 22.4 —
Non-income tax recovery (22.0) (8.8)
Investment activity, net 14.7 (76.4)
Product recall adjustment, net — (3.5)
Adjusted EBITDA $ 3,897.0 $ 3,887.4
Net debt-to-adjusted EBITDA ratio 2.8 2.9

Note: Table may not foot due to rounding.

(a) Notes payable and long-term debt, including current portion.
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.

35
Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating Profit Margin)
We believe this measure provides useful information to investors because it is important for assessing our operating profit
margin on a comparable year-to-year basis.
Our adjusted operating profit margins are calculated as follows:

Fiscal Year
Percent of Net Sales 2022 2021
Operating profit as reported $3,475.8 18.3 % $3,144.8 17.3 %
Divestitures (gain) loss (194.1) (1.0)% 53.5 0.3 %
Mark-to-market effects (133.1) (0.7)% (138.8) (0.8)%
Transaction costs 72.8 0.4 % 9.5 0.1 %
Restructuring (recoveries) charges (23.2) (0.1)% 172.7 1.0 %
Acquisition integration costs 22.4 0.1 % — — %
Non-income tax recovery (22.0) (0.1)% (8.8) — %
Investment activity, net 14.7 0.1 % (76.4) (0.4)%
Product recall adjustment, net — — % (3.5) — %
Adjusted operating profit $3,213.3 16.9 % $3,153.2 17.4 %

Note: Table may not foot due to rounding.

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

Adjusted Effective Income Tax Rates

We believe this measure provides useful information to investors because it presents the adjusted effective income tax rate on
a comparable year-to-year basis.
Adjusted effective income tax rates are calculated as follows:

Fiscal Year Ended

2022 2021
In Millions Pretax Income Pretax Income
(Except Per Share Data) Earnings (a) Taxes Earnings (a) Taxes
As reported $3,209.6 $586.3 $2,857.4 $629.1
Divestitures (gain) loss (194.1) (5.1) 53.5 0.4
Mark-to-market effects (133.1) (30.6) (138.8) (31.9)
Transaction costs 72.8 16.4 9.5 2.3
Restructuring (recoveries) charges (23.2) (6.4) 172.7 35.5
Acquisition integration costs 22.4 5.1 — —
Non-income tax recovery (22.0) (7.5) (8.8) (3.0)
Investment activity, net 14.7 8.5 (76.4) (15.6)
Tax items — 50.7 — (11.2)
Product recall adjustment, net — — (3.5) (0.4)
As adjusted $2,947.1 $617.4 $2,865.7 $605.2
Effective tax rate:
As reported 18.3% 22.0%
As adjusted 20.9% 21.1%
Sum of adjustments to income taxes $31.1 ($ 24.0)
Average number of common shares - diluted EPS 612.6 619.1
Impact of income tax adjustments on adjusted diluted EPS $ (0.05) $ 0.04

Note: Table may not foot due to rounding.

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

36
Constant-currency After-Tax Earnings from Joint Ventures Growth Rate
We believe that this measure provides useful information to investors because it provides transparency to underlying
performance of our joint ventures by excluding the effect that foreign currency exchange rate fluctuations have on year-to-
year comparability given volatility in foreign currency exchange markets.
After-tax earnings from joint ventures growth rate on a constant-currency basis are calculated as follows:
Fiscal
2022
Percentage change in after-tax earnings from joint ventures as reported (5)%
Impact of foreign currency exchange (3)pts
Percentage change in after-tax earnings from joint ventures on a constant-currency basis (3)%

Note: Table may not foot due to rounding.

Net Sales Growth Rate for Canada Operating Unit on a Constant-currency Basis
We believe this measure of our Canada operating unit net sales provides useful information to investors because it provides
transparency to the underlying performance for the Canada operating unit within our North America Retail segment by
excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given volatility in
foreign currency exchange markets.
Net sales growth rate for our Canada operating unit on a constant-currency basis is calculated as follows:
Fiscal
2022
Percentage change in net sales as reported 3%
Impact of foreign currency exchange 3pts
Percentage change in net sales on a constant-currency basis 1%

Note: Table may not foot due to rounding.

Constant-currency Segment Operating Profit Growth Rates

We believe that this measure provides useful information to investors because it provides transparency to underlying
performance of our segments by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year
comparability given volatility in foreign currency exchange markets.
Our segments’ operating profit growth rates on a constant-currency basis are calculated as follows:
Fiscal 2022
Percentage
Change in
Percentage Operating
Change in Impact of Profit on
Operating Foreign Constant-
Profit as Currency Currency
Reported Exchange Basis
North America Retail (1)% Flat (1)%
International (2)% 2pts (4)%
Pet 13% Flat 13%
North America Foodservice 26% Flat 26%

Note: Table may not foot due to rounding.

37
Forward-Looking Financial Measures
Our fiscal 2023 outlook for organic net sales growth, constant-currency adjusted operating profit, adjusted diluted EPS,
and free cash flow are non-GAAP financial measures that exclude, or have otherwise been adjusted for, items impacting
comparability, including the effect of foreign currency exchange rate fluctuations, restructuring charges and project-related
costs, acquisition transaction and integration costs, acquisitions, divestitures, and mark-to-market effects. We are not able to
reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP
financial measures without unreasonable efforts because we are unable to predict with a reasonable degree of certainty the
actual impact of changes in foreign currency exchange rates and commodity prices or the timing or impact of acquisitions,
divestitures, and restructuring actions throughout fiscal 2023. The unavailable information could have a significant impact on
our fiscal 2023 GAAP financial results.
For fiscal 2023, we currently expect: foreign currency exchange rates (based on a blend of forward and forecasted rates and
hedge positions) and acquisitions and divestitures completed prior to fiscal 2023 and those closed or expected to close in fiscal
2023 to reduce net sales growth by approximately 3 percent; foreign currency exchange rates to reduce adjusted operating
profit and adjusted diluted EPS growth by approximately 1 percent; and restructuring charges and project-related costs and
transaction and acquisition integration costs related to actions previously announced to total approximately $15 million to $25
million.

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 8 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 29, 2022.
Average
During
May 29, Fiscal May 30,
In Millions 2022 2022 2021 Analysis of Change
Interest rate instruments $40.9 $41.4 $37.4 Higher Market Volatility
Foreign currency instruments 20.3 17.7 25.6 Exchange Rate Volatility
Commodity instruments 12.9 10.2 4.2 Higher Market Volatility
Equity instruments 2.5 2.3 2.8 Higher Market Volatility

38
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,” “will 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: the impact of the COVID-19 pandemic on our business,
suppliers, consumers, customers, and employees; disruptions or inefficiencies in the supply chain, including any impact of
the COVID-19 pandemic; 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.

39
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
2023.

/s/ J. L. Harmening /s/ K. A. Bruce

J. L. Harmening K. A. Bruce
Chief Executive Officer Chief Financial Officer

June 29, 2022

40
 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 29, 2022 and May 30, 2021, 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 29, 2022, and the related notes
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 29, 2022, 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 29, 2022 and May 30, 2021, and the results of its operations and its cash flows for each
of the years in the three-year period ended May 29, 2022, 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 29, 2022 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 policies or procedures may deteriorate.
41
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective,
or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of goodwill and brand intangible assets
As discussed in Note 6 to the consolidated financial statements, the goodwill and brands and other indefinite-lived
intangibles balances as of May 29, 2022 were $14,378.5 million and $6,725.8 million, respectively. The impairment
tests for these assets, which are performed annually and whenever events or changes in circumstances indicate
that impairment may have occurred, require the Company to estimate the fair value of the reporting units to which
goodwill is assigned as well as the brands and other indefinite-lived intangible assets. The fair value estimates are
derived from discounted cash flow analyses that require the Company to make judgments about highly subjective
matters, including future operating results, including revenue growth rates and operating margins, and an estimate
of the discount rates and royalty rates.
We identified the assessment of the valuation of certain goodwill and brand intangible assets as a critical audit
matter. There was a significant degree of judgment required in evaluating audit evidence, which consists primarily
of forward-looking assumptions about future operating results, specifically the revenue growth rates and operating
margins, royalty rates and subjective inputs used to estimate the discount rates.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the
design and tested the operating effectiveness of internal controls related to the valuation of goodwill and brand
intangible assets. This included controls related to the assumptions about future operating results and the discount
and royalty rates used to measure the reporting units and brands intangible fair values. We performed sensitivity
analyses over the revenue growth rates, operating margins, brand royalty rates and discount rates to assess the
impact of other points within a range of potential assumptions. We evaluated the revenue growth rates and operating
margin assumptions by comparing them to recent financial performance and external market and industry data. We
evaluated whether these assumptions were consistent with evidence obtained in other areas of the audit. We involved
professionals with specialized skills and knowledge, who assisted in the evaluation of the Company’s discount rates
by comparing them against rate ranges that were independently developed using publicly available market data for
comparable entities and the royalty rates by evaluating the methods, assumptions and market data used to estimate
the royalty rate.

/s/ KPMG LLP

We have served as the Company’s auditor since 1928.

Minneapolis, Minnesota
June 29, 2022

42
 Consolidated Statements of Earnings
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except per Share Data)

Fiscal Year
2022 2021 2020
Net sales $18,992.8 $18,127.0 $17,626.6
Cost of sales 12,590.6 11,678.7 11,496.7
Selling, general, and administrative expenses 3,147.0 3,079.6 3,151.6
Divestitures (gain) loss (194.1) 53.5 —
Restructuring, impairment, and other exit (recoveries) costs (26.5) 170.4 24.4
Operating profit 3,475.8 3,144.8 2,953.9
Benefit plan non-service income (113.4) (132.9) (112.8)
Interest, net 379.6 420.3 466.5
Earnings before income taxes and after-tax earnings from joint ventures 3,209.6 2,857.4 2,600.2
Income taxes 586.3 629.1 480.5
After-tax earnings from joint ventures 111.7 117.7 91.1
Net earnings, including earnings attributable to redeemable and
noncontrolling interests 2,735.0 2,346.0 2,210.8
Net earnings attributable to redeemable and noncontrolling interests 27.7 6.2 29.6
Net earnings attributable to General Mills $ 2,707.3 $ 2,339.8 $ 2,181.2
Earnings per share — basic $ 4.46 $ 3.81 $ 3.59
Earnings per share — diluted $ 4.42 $ 3.78 $ 3.56
Dividends per share $ 2.04 $ 2.02 $ 1.96

See accompanying notes to consolidated financial statements.

43
 Consolidated Statements of Comprehensive Income
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions)
Fiscal Year
2022 2021 2020
Net earnings, including earnings attributable to redeemable and
noncontrolling interests $2,735.0 $2,346.0 $2,210.8
Other comprehensive income (loss), net of tax:
Foreign currency translation (175.9) 175.1 (169.1)
Net actuarial income (loss) 101.6 353.4 (224.6)
Other fair value changes:
Hedge derivatives 7.0 (20.7) 3.2
Reclassification to earnings:
Foreign currency translation 342.2 — —
Hedge derivatives 35.1 13.5 4.1
Amortization of losses and prior service costs 75.8 78.9 77.9
Other comprehensive income (loss), net of tax 385.8 600.2 (308.5)
Total comprehensive income 3,120.8 2,946.2 1,902.3
Comprehensive (loss) income attributable to redeemable and
noncontrolling interests (45.2) 121.2 10.1
Comprehensive income attributable to General Mills $3,166.0 $2,825.0 $1,892.2

See accompanying notes to consolidated financial statements.

44
 Consolidated Balance Sheets
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except Par Value)
May 29, 2022 May 30, 2021
ASSETS
Current assets:
Cash and cash equivalents $ 569.4 $ 1,505.2
Receivables 1,692.1 1,638.5
Inventories 1,867.3 1,820.5
Prepaid expenses and other current assets 802.1 790.3
Assets held for sale 158.9 —
Total current assets 5,089.8 5,754.5
Land, buildings, and equipment 3,393.8 3,606.8
Goodwill 14,378.5 14,062.4
Other intangible assets 6,999.9 7,150.6
Other assets 1,228.1 1,267.6
Total assets $ 31,090.1 $ 31,841.9

LIABILITIES AND EQUITY

Current liabilities:
Accounts payable $ 3,982.3 $ 3,653.5
Current portion of long-term debt 1,674.2 2,463.8
Notes payable 811.4 361.3
Other current liabilities 1,552.0 1,787.2
Total current liabilities 8,019.9 8,265.8
Long-term debt 9,134.8 9,786.9
Deferred income taxes 2,218.3 2,118.4
Other liabilities 929.1 1,292.7
Total liabilities 20,302.1 21,463.8
Redeemable interest — 604.9
Stockholders' equity:
Common stock, 754.6 shares issued, $0.10 par value 75.5 75.5
Additional paid-in capital 1,182.9 1,365.5
Retained earnings 18,532.6 17,069.8
Common stock in treasury, at cost, shares of 155.7 and 146.9 (7,278.1) (6,611.2)
Accumulated other comprehensive loss (1,970.5) (2,429.2)
Total stockholders' equity 10,542.4 9,470.4
Noncontrolling interests 245.6 302.8
Total equity 10,788.0 9,773.2
Total liabilities and equity $ 31,090.1 $ 31,841.9

See accompanying notes to consolidated financial statements.

45
 Consolidated Statements of Total Equity and Redeemable Interest
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except per Share Data)

Fiscal Year
2022 2021 2020
Shares Amount Shares Amount Shares Amount
Total equity, beginning balance $ 9,773.2 $ 8,349.5 $ 7,367.7
Common stock, 1 billion shares authorized, $0.10 par value 754.6 75.5 754.6 75.5 754.6 75.5
Additional paid-in capital:
Beginning balance 1,365.5 1,348.6 1,386.7
Stock compensation plans 17.9 6.2 (12.1)
Unearned compensation related to stock unit awards (92.2) (78.0) (85.7)
Earned compensation 104.5 88.5 92.8
Decrease (increase) in redemption value of
redeemable interest 14.1 0.2 (33.1)
Reversal of cumulative redeemable interest value
adjustments (207.4) — —
Acquisition of noncontrolling interest (19.5) — —
Ending balance 1,182.9 1,365.5 1,348.6
Retained earnings:
Beginning balance 17,069.8 15,982.1 14,996.7
Net earnings attributable to General Mills 2,707.3 2,339.8 2,181.2
Cash dividends declared ($2.04, $2.02, and $1.96 per
share) (1,244.5) (1,246.4) (1,195.8)
Adoption of current expected credit loss
accounting requirements — (5.7) —
Ending balance 18,532.6 17,069.8 15,982.1
Common stock in treasury:
Beginning balance (146.9) (6,611.2) (144.8) (6,433.3) (152.7) (6,779.0)
Shares purchased (13.5) (876.8) (5.0) (301.4) (0.1) (3.4)
Stock compensation plans 4.7 209.9 2.9 123.5 8.0 349.1
Ending balance (155.7) (7,278.1) (146.9) (6,611.2) (144.8) (6,433.3)
Accumulated other comprehensive loss:
Beginning balance (2,429.2) (2,914.4) (2,625.4)
Comprehensive income (loss) 458.7 485.2 (289.0)
Ending balance (1,970.5) (2,429.2) (2,914.4)
Noncontrolling interests:
Beginning balance 302.8 291.0 313.2
Comprehensive (loss) income (16.0) 38.0 10.3
Distributions to noncontrolling interest holders (129.8) (26.2) (32.5)
Reclassification from redeemable interest 561.6 — —
Reversal of cumulative redeemable interest value
adjustments 207.4 — —
Divestiture (680.4) — —
Ending balance 245.6 302.8 291.0
Total equity, ending balance $10,788.0 $ 9,773.2 $ 8,349.5
Redeemable interest:
Beginning balance $ 604.9 $ 544.6 $ 551.7
Comprehensive (loss) income (29.2) 83.2 (0.2)
(Decrease) increase in redemption value of redeemable
interest (14.1) (0.2) 33.1
Distributions to redeemable interest holder — (22.7) (40.0)
Reclassification to noncontrolling interest (561.6) — —
Ending balance $ — $ 604.9 $ 544.6
See accompanying notes to consolidated financial statements.
46
 Consolidated Statements of Cash Flows
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions)
Fiscal Year
2022 2021 2020
Cash Flows - Operating Activities
Net earnings, including earnings attributable to redeemable and $ 2,735.0 $ 2,346.0 $ 2,210.8
noncontrolling interests
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization 570.3 601.3 594.7
After-tax earnings from joint ventures (111.7) (117.7) (91.1)
Distributions of earnings from joint ventures 107.5 95.2 76.5
Stock-based compensation 98.7 89.9 94.9
Deferred income taxes 62.2 118.8 (29.6)
Pension and other postretirement benefit plan contributions (31.3) (33.4) (31.1)
Pension and other postretirement benefit plan costs (30.1) (33.6) (32.3)
Divestitures (gain) loss (194.1) 53.5 —
Restructuring, impairment, and other exit (recoveries) costs (117.1) 150.9 43.6
Changes in current assets and liabilities, excluding the effects of acquisition 277.4 (155.9) 793.9
and divestitures
Other, net (50.7) (131.8) 45.9
Net cash provided by operating activities 3,316.1 2,983.2 3,676.2
Cash Flows - Investing Activities
Purchases of land, buildings, and equipment (568.7) (530.8) (460.8)
Acquisition (1,201.3) — —
Investments in affiliates, net 15.4 15.5 (48.0)
Proceeds from disposal of land, buildings, and equipment 3.3 2.7 1.7
Proceeds from divestitures, net of cash divested 74.1 2.9 —
Other, net (13.5) (3.1) 20.9
Net cash used by investing activities (1,690.7) (512.8) (486.2)
Cash Flows - Financing Activities
Change in notes payable 551.4 71.7 (1,158.6)
Issuance of long-term debt 2,203.7 1,576.5 1,638.1
Payment of long-term debt (3,140.9) (2,609.0) (1,396.7)
Debt exchange participation incentive cash payment — (201.4) —
Proceeds from common stock issued on exercised options 161.7 74.3 263.4
Purchases of common stock for treasury (876.8) (301.4) (3.4)
Dividends paid (1,244.5) (1,246.4) (1,195.8)
Distributions to noncontrolling and redeemable interest holders (129.8) (48.9) (72.5)
Other, net (28.0) (30.9) (16.0)
Net cash used by financing activities (2,503.2) (2,715.5) (1,941.5)
Effect of exchange rate changes on cash and cash equivalents (58.0) 72.5 (20.7)
(Decrease) increase in cash and cash equivalents (935.8) (172.6) 1,227.8
Cash and cash equivalents - beginning of year 1,505.2 1,677.8 450.0
Cash and cash equivalents - end of year $ 569.4 $ 1,505.2 $ 1,677.8
Cash flow from changes in current assets and liabilities, excluding the effects
of acquisition and divestitures:
Receivables $ (166.3) $ 27.9 $ 37.9
Inventories (85.8) (354.7) 103.1
Prepaid expenses and other current assets (35.3) (42.7) 94.2
Accounts payable 456.7 343.1 392.5
Other current liabilities 108.1 (129.5) 166.2
Changes in current assets and liabilities $ 277.4 $ (155.9) $ 793.9
See accompanying notes to consolidated financial statements.

47
 Notes to Consolidated Financial Statements
GENERAL MILLS, INC. AND SUBSIDIARIES

NOTE 1. BASIS OF PRESENTATION AND RECLASSIFICATIONS

Basis of Presentation
Our Consolidated Financial Statements include the accounts of General Mills, Inc. and all subsidiaries in which we have a
controlling financial interest. Intercompany transactions and accounts, including any noncontrolling and redeemable interests’
share of those transactions, are eliminated in consolidation.
Our fiscal year ends on the last Sunday in May. Fiscal years 2022 and 2021 consisted of 52 weeks, while fiscal year 2020
consisted of 53 weeks.
Certain reclassifications to our previously reported financial information have been made to conform to the current period
presentation.

Change in Reporting Period

As part of a long-term plan to conform the fiscal year ends of all our operations, in fiscal 2020 we changed the reporting
period of our Pet segment from an April fiscal year-end to a May fiscal year-end to match our fiscal calendar. Accordingly,
our fiscal 2020 results include 13 months of Pet segment results compared to 12 months in fiscal 2022 and 2021. The impact of
this change was not material to our consolidated results of operations and, therefore, we did not restate prior period financial
statements for comparability. Our India business is on an April fiscal year end.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

We consider all investments purchased with an original maturity of three months or less to be cash equivalents.

Inventories
All inventories in the United States other than grain are valued at the lower of cost, using the last-in, first-out (LIFO) method,
or market. Grain inventories are valued at net realizable value, and all related cash contracts and derivatives are valued at fair
value, with all net changes in value recorded in earnings currently.
Inventories outside of the United States are generally valued at the lower of cost, using the first-in, first-out (FIFO) method,
or net realizable value.
Shipping costs associated with the distribution of finished product to our customers are recorded as cost of sales and are
recognized when the related finished product is shipped to and accepted by the customer.

Land, Buildings, Equipment, and Depreciation

Land is recorded at historical cost. Buildings and equipment, including capitalized interest and internal engineering costs, are
recorded at cost and depreciated over estimated useful lives, primarily using the straight-line method. Ordinary maintenance
and repairs are charged to cost of sales. Buildings are usually depreciated over 40 years, and equipment, furniture, and
software are usually depreciated over 3 to 10 years. Fully depreciated assets are retained in buildings and equipment until
disposal. When an item is sold or retired, the accounts are relieved of its cost and related accumulated depreciation and the
resulting gains and losses, if any, are recognized in earnings.
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
of an asset (or asset group) may not be recoverable. An impairment loss would be recognized when estimated undiscounted
future cash flows from the operation and disposition of the asset group are less than the carrying amount of the asset group.
Asset groups have identifiable cash flows and are largely independent of other asset groups. Measurement of an impairment
loss would be based on the excess of the carrying amount of the asset group over its fair value. Fair value is measured using a
discounted cash flow model or independent appraisals, as appropriate.

48
Goodwill and Other Intangible Assets
Goodwill is not subject to amortization and is tested for impairment annually and whenever events or changes in circumstances
indicate that impairment may have occurred. We perform our annual goodwill and indefinite-lived intangible assets impairment
test as of the first day of the second quarter of the fiscal year. Impairment testing is performed for each of our reporting units.
We compare the carrying value of a reporting unit, including goodwill, to the fair value of the unit. Carrying value is based
on the assets and liabilities associated with the operations of that reporting unit, which often requires allocation of shared
or corporate items among reporting units. If the carrying amount of a reporting unit exceeds its fair value, impairment has
occurred. We recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds its
fair value up to the total amount of goodwill allocated to the reporting unit. Our estimates of fair value are determined based
on a discounted cash flow model. Growth rates for sales and profits are determined using inputs from our long-range planning
process. We also make estimates of discount rates, perpetuity growth assumptions, market comparables, and other factors.
We evaluate the useful lives of our other intangible assets, mainly brands, to determine if they are finite or indefinite-
lived. Reaching a determination 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.
Intangible assets that are deemed to have finite lives are amortized on a straight-line basis, over their useful lives, generally
ranging from 4 to 30 years.
Our indefinite-lived intangible assets, mainly intangible assets primarily associated with the Blue Buffalo, Pillsbury, Totino’s,
Old El Paso, Progresso, Annie’s, Häagen-Dazs, and Yoki brands, are also tested for impairment annually and whenever events
or changes in circumstances indicate that their carrying value may not be recoverable. Our estimate of the fair value of the
brands is based on a discounted cash flow model using inputs which included projected revenues from our long-range plan,
assumed royalty rates that could be payable if we did not own the brands, and a discount rate.
Our finite-lived intangible assets, primarily acquired franchise agreements and customer relationships, are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
An impairment loss would be recognized when estimated undiscounted future cash flows from the operation and disposition
of the asset are less than the carrying amount of the asset. Assets generally have identifiable cash flows and are largely
independent of other assets. Measurement of an impairment loss would be based on the excess of the carrying amount of
the asset over its fair value. Fair value is measured using a discounted cash flow model or other similar valuation model, as
appropriate.

Leases
We determine whether an arrangement is a lease at inception. When our lease arrangements include lease and non-lease
components, we account for lease and non-lease components (e.g. common area maintenance) separately based on their
relative standalone prices.
Any lease arrangements with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheet, and we
recognize lease costs for these lease arrangements on a straight-line basis over the lease term. Many of our lease arrangements
provide us with options to exercise one or more renewal terms or to terminate the lease arrangement. We include these options
when we are reasonably certain to exercise them in the lease term used to establish our right of use assets and lease liabilities.
Generally, our lease agreements do not include an option to purchase the leased asset, residual value guarantees, or material
restrictive covenants.
We have certain lease arrangements with variable rental payments. Our lease arrangements for our Häagen-Dazs retail shops
often include rental payments that are based on a percentage of retail sales. We have other lease arrangements that are adjusted
periodically based on an inflation index or rate. The future variability of these payments and adjustments are unknown, and
therefore they are not included as minimum lease payments used to determine our right of use assets and lease liabilities.
Variable rental payments are recognized in the period in which the obligation is incurred.
As most of our lease arrangements do not provide an implicit interest rate, we apply an incremental borrowing rate based
on the information available at the commencement date of the lease arrangement to determine the present value of lease
payments.

49
Investments in Unconsolidated Joint Ventures
Our investments in companies over which we have the ability to exercise significant influence are stated at cost plus our share
of undistributed earnings or losses. We receive royalty income from certain joint ventures, incur various expenses (primarily
research and development), and record the tax impact of certain joint venture operations that are structured as partnerships.
In addition, we make advances to our joint ventures in the form of loans or capital investments. We also sell certain raw
materials, semi-finished goods, and finished goods to the joint ventures, generally at market prices.
In addition, we assess our investments in our joint ventures if we have reason to believe an impairment may have occurred
including, but not limited to, as a result of ongoing operating losses, projected decreases in earnings, increases in the weighted-
average cost of capital, or significant business disruptions. The significant assumptions used to estimate fair value include
revenue growth and profitability, royalty rates, capital spending, depreciation and taxes, foreign currency exchange rates, and
a discount rate. By their nature, these projections and assumptions are uncertain. If we were to determine the current fair value
of our investment was less than the carrying value of the investment, then we would assess if the shortfall was of a temporary
or permanent nature and write down the investment to its fair value if we concluded the impairment is other than temporary.

Revenue Recognition
Our revenues primarily result from contracts with customers, which are generally short-term and have a single performance
obligation – the delivery of product. We recognize revenue for the sale of packaged foods at the point in time when our
performance obligation has been satisfied and control of the product has transferred to our customer, which generally occurs
when the shipment is accepted by our customer. Sales include shipping and handling charges billed to the customer and are
reported net of variable consideration and consideration payable to our customers, including trade promotion, consumer
coupon redemption and other reductions to the transaction price, including estimated allowances for returns, unsalable product,
and prompt pay discounts. Sales, use, value-added, and other excise taxes are not included in revenue. Trade promotions are
recorded using significant judgment of estimated participation and performance levels for offered programs at the time of
sale. Differences between estimated and actual reductions to the transaction price are recognized as a change in estimate in a
subsequent period. We generally do not allow a right of return. However, on a limited case-by-case basis with prior approval,
we may allow customers to return product. In limited circumstances, product returned in saleable condition is resold to other
customers or outlets. Receivables from customers generally do not bear interest. Payment terms and collection patterns vary
around the world and by channel, and are short-term, and as such, we do not have any significant financing components.
Our allowance for doubtful accounts represents our estimate of expected credit losses related to our trade receivables. We
pool our trade receivables based on similar risk characteristics, such as geographic location, business channel, and other
account data. To estimate our allowance for doubtful accounts, we leverage information on historical losses, asset-specific
risk characteristics, current conditions, and reasonable and supportable forecasts of future conditions. Account balances are
written off against the allowance when we deem the amount is uncollectible. Please see Note 17 for a disaggregation of our
revenue into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by
economic factors. We do not have material contract assets or liabilities arising from our contracts with customers.

Environmental Costs
Environmental costs relating to existing conditions caused by past operations that do not contribute to current or future
revenues are expensed. Liabilities for anticipated remediation costs are recorded on an undiscounted basis when they are
probable and reasonably estimable, generally no later than the completion of feasibility studies or our commitment to a plan
of action.

Advertising Production Costs

We expense the production costs of advertising the first time that the advertising takes place.

Research and Development

All expenditures for research and development (R&D) are charged against earnings in the period incurred. R&D includes
expenditures for new product and manufacturing process innovation, and the annual expenditures are comprised primarily
of internal salaries, wages, consulting, and supplies attributable to R&D activities. Other costs include depreciation and
maintenance of research facilities, including assets at facilities that are engaged in pilot plant activities.

50
Foreign Currency Translation
For all significant foreign operations, the functional currency is the local currency. Assets and liabilities of these operations
are translated at the period-end exchange rates. Income statement accounts are translated using the average exchange rates
prevailing during the period. Translation adjustments are reflected within accumulated other comprehensive loss (AOCI) in
stockholders’ equity. Gains and losses from foreign currency transactions are included in net earnings for the period, except
for gains and losses on investments in subsidiaries for which settlement is not planned for the foreseeable future and foreign
exchange gains and losses on instruments designated as net investment hedges. These gains and losses are recorded in AOCI.

Derivative Instruments
All derivatives are recognized on our Consolidated Balance Sheets at fair value based on quoted market prices or our estimate
of their fair value, and are recorded in either current or noncurrent assets or liabilities based on their maturity. Changes in
the fair values of derivatives are recorded in net earnings or other comprehensive income, based on whether the instrument
is designated and effective as a hedge transaction and, if so, the type of hedge transaction. Gains or losses on derivative
instruments reported in AOCI are reclassified to earnings in the period the hedged item affects earnings. If the underlying
hedged transaction ceases to exist, any associated amounts reported in AOCI are reclassified to earnings at that time.

Stock-based Compensation
We generally measure compensation expense for grants of restricted stock units and performance share units using the value
of a share of our stock on the date of grant. We estimate the value of stock option grants using a Black-Scholes valuation
model. Generally, stock-based compensation is recognized straight line over the vesting period. Our stock-based compensation
expense is recorded in selling, general and administrative (SG&A) expenses and cost of sales in our Consolidated Statements
of Earnings and allocated to each reportable segment in our segment results.
Certain equity-based compensation plans contain provisions that accelerate vesting of awards upon retirement, termination,
or death of eligible employees and directors. We consider a stock-based award to be vested when the employee’s or director’s
retention of the award is no longer contingent on providing subsequent service. Accordingly, the related compensation cost is
generally recognized immediately for awards granted to retirement-eligible individuals or over the period from the grant date
to the date retirement eligibility is achieved, if less than the stated vesting period.
We report the benefits of tax deductions in excess of recognized compensation cost as an operating cash flow.

Defined Benefit Pension, Other Postretirement Benefit, and Postemployment Benefit Plans
We sponsor several domestic and foreign defined benefit plans to provide pension, health care, and other welfare benefits
to retired employees. Under certain circumstances, we also provide accruable benefits, primarily severance, to former or
inactive employees in the United States, Canada, and Mexico. We recognize an obligation for any of these benefits that vest
or accumulate with service. Postemployment benefits that do not vest or accumulate with service (such as severance based
solely on annual pay rather than years of service) are charged to expense when incurred. Our postemployment benefit plans
are unfunded.
We recognize the underfunded or overfunded status of a defined benefit pension plan as an asset or liability and recognize
changes in the funded status in the year in which the changes occur through AOCI.

Use of Estimates
Preparing our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United
States requires us to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of
contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses
during the reporting period. These estimates include our accounting for revenue recognition, valuation of long-lived assets,
intangible assets, stock-based compensation, income taxes, and defined benefit pension, other postretirement benefit and
postemployment benefit plans. Actual results could differ from our estimates.

New Accounting Standards

In the first quarter of fiscal 2021, we adopted new accounting requirements related to the measurement of credit losses on
financial instruments, including trade receivables. The new standard and subsequent amendments replace the incurred loss
impairment model with a forward-looking expected credit loss model, which will generally result in earlier recognition

51
of credit losses. Our allowance for doubtful accounts represents our estimate of expected credit losses related to our trade
receivables. We pool our trade receivables based on similar risk characteristics, such as geographic location, business channel,
and other account data. To estimate our allowance for doubtful accounts, we leverage information on historical losses, asset-
specific risk characteristics, current conditions, and reasonable and supportable forecasts of future conditions. Account
balances are written off against the allowance when we deem the amount is uncollectible. We adopted the requirements of the
new standard and subsequent amendments using the modified retrospective transition approach, and recorded a decrease to
retained earnings of $5.7 million after-tax.
In the fourth quarter of fiscal 2020, we adopted new accounting requirements related to the annual disclosure requirements
for defined benefit pension and other postretirement benefit plans. The standard modifies specific disclosures to improve
usefulness to financial statement users. We adopted the requirements of the new standard using a retrospective approach. The
adoption of this guidance did not impact our results of operations or financial position.
In the first quarter of fiscal 2020, we adopted new accounting requirements for hedge accounting. The standard amends
the hedge accounting recognition and presentation requirements to better align an entity’s risk management activities and
financial reporting. The new standard also simplifies the application of hedge accounting guidance. The adoption did not have
a material impact on our results of operations or financial position.
In the first quarter of fiscal 2020, we adopted new requirements for the accounting, presentation, and classification of leases.
This results in certain leases being capitalized as a right of use asset with a related liability on our Consolidated Balance Sheet.
We adopted this guidance utilizing the cumulative effect adjustment approach, which required application of the guidance at
the adoption date, and elected certain practical expedients permitted under the transition guidance, including not reassessing
whether existing contracts contain leases and carrying forward the historical classification of those leases. In addition, we
elected not to recognize leases with an initial term of 12 months or less on our Consolidated Balance Sheet and to continue our
historical treatment of land easements, under permitted elections. This guidance did not have a material impact on retained
earnings, our Consolidated Statements of Earnings, or our Consolidated Statements of Cash Flows.

NOTE 3. ACQUISITION AND DIVESTITURES

In fiscal 2022, we sold our European dough businesses and recorded a net pre-tax gain on sale of $30.4 million.
During the fourth quarter of fiscal 2022, we entered into a definitive agreement to acquire TNT Crust. The transaction closed
subsequent to the end of the fourth quarter of fiscal 2022.
During the fourth quarter of fiscal 2022, we entered into a definitive agreement to sell our Helper main meals and Suddenly
Salad side dishes business to Eagle Family Foods Group for approximately $610 million. We expect to close the divestiture
in the first quarter of fiscal 2023. We have classified all related assets as held for sale in our Consolidated Balance Sheets as
of May 29, 2022.
During the third quarter of fiscal 2022, we sold our interests in Yoplait SAS, Yoplait Marques SNC, and Liberté Marques Sàrl
to Sodiaal International (Sodiaal) in exchange for Sodiaal’s interest in our Canadian yogurt business, a modified agreement
for the use of Yoplait and Liberté brands in the United States and Canada, and cash. We recorded a net pre-tax gain of $163.7
million on the sale of these businesses including an additional net pre-tax gain of $14.9 million related to purchase price
adjustments in the fourth quarter of fiscal 2022.
During the first quarter of fiscal 2022, we acquired Tyson Foods’ pet treats business for $1.2 billion in cash. We financed
the transaction with a combination of cash on hand and short-term debt. We consolidated Tyson Foods’ pet treats business
into our Consolidated Balance Sheets and recorded goodwill of $762.3 million, indefinite-lived intangible assets for the
Nudges, Top Chews, and True Chews brands totaling $330.0 million in aggregate, and a finite-lived customer relationship
asset of $40.0 million. The goodwill is included in the Pet reporting unit and is deductible for tax purposes. The pro forma
effects of this acquisition were not material.
During the fourth quarter of fiscal 2021, we recorded a pre-tax loss of $53.5 million related to the sale of our Laticínios Carolina
business in Brazil.

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NOTE 4. RESTRUCTURING, IMPAIRMENT, AND OTHER EXIT COSTS
We view our restructuring activities as actions that help us meet our long-term growth targets and are evaluated against
internal rate of return and net present value targets. Each restructuring action normally takes one to two years to complete. At
completion (or as each major stage is completed in the case of multi-year programs), the project begins to deliver cash savings
and/or reduced depreciation. These activities result in various restructuring costs, including asset write-offs, exit charges
including severance, contract termination fees, and decommissioning and other costs. Accelerated depreciation associated
with restructured assets, as used in the context of our disclosures regarding restructuring activity, refers to the increase in
depreciation expense caused by shortening the useful life or updating the salvage value of depreciable fixed assets to coincide
with the end of production under an approved restructuring plan. Any impairment of the asset is recognized immediately in
the period the plan is approved.
Restructuring charges recorded in fiscal 2022 were as follows:
Expense, in Millions
International manufacturing and logistics operations $ 15.0
Net recoveries associated with restructuring actions previously announced (38.2)
Total net restructuring recoveries $(23.2)

In fiscal 2022, we approved restructuring actions in the International segment to drive efficiencies in manufacturing and
logistics operations. We expect to incur approximately $21 million of restructuring charges and project-related costs related
to these actions, of which approximately $12 million will be cash. These charges are expected to consist of approximately
$8 million of severance and $10 million of other costs, primarily asset write-offs. We also expect to incur approximately $3
million of project-related costs. We recognized $7.9 million of severance and $7.1 million of other costs in fiscal 2022. We
expect these actions to be completed by the end of fiscal 2024.
As a result of shifts in the composition of estimated expenses related to our previously announced global organizational
structure and resource realignment actions, we recorded a $34.0 million reduction to our restructuring reserves as of May
29, 2022, primarily related to estimated severance charges. We expect these actions to incur total restructuring charges of
approximately $125 million to $135 million, of which approximately $100 million to $110 million will be cash. We expect
approximately $100 million to be severance and approximately $30 million of other costs. We expect these actions to be
completed by the end of fiscal 2023.
Certain actions are subject to union negotiations and works counsel consultations, where required.
We paid net $93.9 million of cash related to restructuring actions in fiscal 2022. We paid net $21.8 million of cash in fiscal
2021.

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Restructuring charges recorded in fiscal 2021 were as follows:
Expense, in Millions
Global organizational structure and resource alignment $157.3
International route-to-market and supply chain optimization 13.0
Charges associated with restructuring actions previously announced 2.4
Total restructuring charges $172.7

In fiscal 2020, we did not undertake any new restructuring actions and recorded $50.2 million of restructuring charges for
previously announced restructuring actions.
Restructuring and impairment charges and project-related costs are classified in our Consolidated Statements of Earnings as
follows:
Fiscal Year
In Millions 2022 2021 2020
Restructuring, impairment, and other exit (recoveries) costs $(26.5) $170.4 $ 24.4
Cost of sales 3.3 2.3 25.8
Total restructuring and impairment (recoveries) charges (23.2) 172.7 50.2
Project-related costs classified in cost of sales $ — $ — $ 1.5

The roll forward of our restructuring and other exit cost reserves, included in other current liabilities, is as follows:

Contract Other Exit

In Millions Severance Termination Costs Total
Reserve balance as of May 26, 2019 $ 36.5 $ — $ — $ 36.5
Fiscal 2020 charges, including foreign currency translation (5.0) 0.8 1.7 (2.5)
Utilized in fiscal 2020 (13.7) (0.8) (1.7) (16.2)
Reserve balance as of May 31, 2020 17.8 — — 17.8
Fiscal 2021 charges, including foreign currency translation 142.3 0.3 1.3 143.9
Utilized in fiscal 2021 (12.8) (0.1) — (12.9)
Reserve balance as of May 30, 2021 147.3 0.2 1.3 148.8
Fiscal 2022 charges, including foreign currency translation 2.2 — 1.2 3.4
Reserve adjustment (34.0) — — (34.0)
Utilized in fiscal 2022 (80.1) (0.2) (1.1) (81.4)
Reserve balance as of May 29, 2022 $ 35.4 $ — $ 1.4 $ 36.8

The charges recognized in the roll forward of our reserves for restructuring and other exit costs do not include items charged
directly to expense (e.g., asset impairment charges, the gain or loss on the sale of restructured assets, and the write-off of spare
parts) and other periodic exit costs recognized as incurred, as those items are not reflected in our restructuring and other exit
cost reserves on our Consolidated Balance Sheets.

NOTE 5. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

We have a 50 percent interest in Cereal Partners Worldwide (CPW), which manufactures and markets ready-to-eat cereal
products in more than 130 countries outside the United States and Canada. CPW also markets cereal bars in European
countries and manufactures private label cereals for customers in the United Kingdom. We have guaranteed a portion of
CPW’s debt and its pension obligation in the United Kingdom.
We also have a 50 percent interest in Häagen-Dazs Japan, Inc. (HDJ). This joint venture manufactures and markets Häagen-
Dazs ice cream products and frozen novelties.
Results from our CPW and HDJ joint ventures are reported for the 12 months ended March 31.

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Joint venture related balance sheet activity is as follows:

In Millions May 29, 2022 May 30, 2021

Cumulative investments $416.4 $486.2
Goodwill and other intangibles 444.9 505.7
Aggregate advances included in cumulative investments 254.4 294.2

Joint venture earnings and cash flow activity is as follows:

Fiscal Year
In Millions 2022 2021 2020
Sales to joint ventures $ 6.3 $ 6.7 $ 5.9
Net (repayments) advances (15.4) (15.5) 48.0
Dividends received 107.5 95.2 76.5

Summary combined financial information for the joint ventures on a 100 percent basis is as follows:
Fiscal Year
In Millions 2022 2021 2020
Net sales:
CPW $1,706.5 $1,766.8 $1,654.3
HDJ 427.8 422.4 391.3
Total net sales 2,134.3 2,189.2 2,045.6
Gross margin 803.1 882.9 785.3
Earnings before income taxes 249.9 247.8 214.0
Earnings after income taxes 201.0 201.7 176.5

In Millions May 29, 2022 May 30, 2021

Current assets $ 823.9 $ 877.4
Noncurrent assets 839.8 927.2
Current liabilities 1,298.8 1,424.4
Noncurrent liabilities 106.5 142.2

NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS

The components of goodwill and other intangible assets are as follows:
In Millions May 29, 2022 May 30, 2021
Goodwill $14,378.5 $14,062.4
Other intangible assets:
Intangible assets not subject to amortization:
Brands and other indefinite-lived intangibles 6,725.8 6,628.1
Intangible assets subject to amortization:
Franchise agreements, customer relationships,
and other finite-lived intangibles 400.3 823.4
Less accumulated amortization (126.2) (300.9)
Intangible assets subject to amortization 274.1 522.5
Other intangible assets 6,999.9 7,150.6
Total $21,378.4 $21,213.0

Based on the carrying value of finite-lived intangible assets as of May 29, 2022, amortization expense for each of the next five
fiscal years is estimated to be approximately $20 million.

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In fiscal 2022, we changed our organizational and management structure to streamline our global operations. As a result of
these changes, we reassessed our operating segments as well as our reporting units. Under our new organizational structure,
our chief operating decision maker assesses performance and makes decisions about resources to be allocated to our segments
at the North America Retail, International, Pet, and North America Foodservice operating segment level. See Note 17 for
additional information on our operating segments.
The changes in the carrying amount of goodwill for fiscal 2020, 2021, and 2022 are as follows:

North North
America America Joint
In Millions Retail Pet Foodservice International Ventures Total
Balance as of May 26, 2019 $6,676.5 $5,300.5 $648.8 $ 960.6 $409.4 $13,995.8
Other activity, primarily foreign currency
translation (2.8) — — (66.1) (3.7) (72.6)
Balance as of May 31, 2020 6,673.7 5,300.5 648.8 894.5 405.7 13,923.2
Divestiture — — — (1.2) — (1.2)
Other activity, primarily foreign currency
translation 15.6 — — 84.9 39.9 140.4
Balance as of May 30, 2021 6,689.3 5,300.5 648.8 978.2 445.6 14,062.4
Acquisition — 762.3 — — — 762.3
Divestitures — — — (201.8) — (201.8)
Reclassified to assets held for sale (130.0) — — — — (130.0)
Other activity, primarily foreign currency
translation (6.4) — — (54.8) (53.2) (114.4)
Balance as of May 29, 2022 $6,552.9 $6,062.8 $648.8 $ 721.6 $392.4 $14,378.5

The changes in the carrying amount of other intangible assets for fiscal 2020, 2021, and 2022 are as follows:
In Millions Total
Balance as of May 26, 2019 $7,166.8
Other activity, primarily amortization and foreign currency translation (71.0)
Balance as of May 31, 2020 7,095.8
Divestiture (5.3)
Other activity, primarily amortization and foreign currency translation 60.1
Balance as of May 30, 2021 7,150.6
Acquisition 370.0
Divestitures (621.8)
Intellectual property intangible asset 210.4
Other activity, primarily amortization and foreign currency translation (109.3)
Balance as of May 29, 2022 $6,999.9

Our annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of the second
quarter of fiscal 2022, and we determined there was no impairment of our intangible assets as their related fair values were
substantially in excess of the carrying values, except for the Uncle Toby’s brand intangible asset.
The excess fair value as of the fiscal 2022 test date of the Uncle Toby’s brand intangible asset is as follows:

Carrying Value of Excess Fair Value as of

In Millions Intangible Asset Fiscal 2022 Test Date
Uncle Toby's $55.0 7%

While having significant coverage as of our fiscal 2022 assessment date, the Progresso, Green Giant, and EPIC brand intangible
assets had risk of decreasing coverage. We will continue to monitor these businesses for potential impairment.

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The organizational changes also resulted in changes in certain reporting units, one level below the segment level, and were
considered a triggering event that required a goodwill impairment test during the third quarter of fiscal 2022. We determined
there was no impairment of the goodwill of the impacted reporting units as their related fair values were substantially in
excess of the carrying values.
We did not identify any indicators of impairment for any goodwill or indefinite-lived intangible assets as of May 29, 2022.

NOTE 7. LEASES
Our lease portfolio primarily consists of operating lease arrangements for certain warehouse and distribution space, office
space, retail shops, production facilities, rail cars, production and distribution equipment, automobiles, and office equipment.
Our lease costs associated with finance leases and sale-leaseback transactions and our lease income associated with lessor and
sublease arrangements are not material to our Consolidated Financial Statements.
Components of our lease cost are as follows:
Fiscal Year
In Millions 2022 2021
Operating lease cost $129.7 $132.7
Variable lease cost 8.5 21.8
Short-term lease cost 29.1 23.4

Rent expense under all operating leases from continuing operations was $171.2 million in fiscal 2020.
Maturities of our operating and finance lease obligations by fiscal year are as follows:

In Millions Operating Leases Finance Leases

Fiscal 2023 $ 117.8 $ 0.8
Fiscal 2024 93.6 0.4
Fiscal 2025 64.4 —
Fiscal 2026 45.2 —
Fiscal 2027 24.1 —
After fiscal 2027 40.7 —
Total noncancelable future lease obligations $ 385.8 $ 1.2
Less: Interest (30.8) —
Present value of lease obligations $ 355.0 $ 1.2

The lease payments presented in the table above exclude $135.1 million of minimum lease payments for operating leases we
have committed to but have not yet commenced as of May 29, 2022.
The weighted-average remaining lease term and weighted-average discount rate for our operating leases are as follows:

May 29, 2022 May 30, 2021

Weighted-average remaining lease term 4.5 years 4.5 years
Weighted-average discount rate 3.8% 3.7%

Supplemental operating cash flow information and non-cash activity related to our operating leases are as follows:
Fiscal Year
In Millions 2022 2021
Cash paid for amounts included in the measurement of lease liabilities $128.7 $132.0
Right of use assets obtained in exchange for new lease liabilities $ 84.6 $120.2

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NOTE 8. FINANCIAL INSTRUMENTS, RISK MANAGEMENT ACTIVITIES, AND FAIR VALUES

FINANCIAL INSTRUMENTS
The carrying values of cash and cash equivalents, receivables, accounts payable, other current liabilities, and notes payable
approximate fair value. Marketable securities are carried at fair value. As of May 29, 2022, and May 30, 2021, a comparison
of cost and market values of our marketable debt and equity securities is as follows:
Gross Gross
Unrealized Unrealized
Cost Fair Value Gains Losses
Fiscal Year Fiscal Year Fiscal Year Fiscal Year
In Millions 2022 2021 2022 2021 2022 2021 2022 2021
Available for sale debt securities $ 2.3 $ 76.9 $ 2.3 $ 76.9 $— $— $ — $—
Equity securities 250.1 360.3 255.3 365.6 5.2 5.3 15.1 —
Total $252.4 $437.2 $257.6 $442.5 $5.2 $5.3 $15.1 $—

As of May 29, 2022, the fair value and carrying value of equity securities restricted for payment of active employee health and
welfare benefits were $249.8 million.
There were no realized gains or losses from sales of marketable securities in fiscal 2022 and 2021. Gains and losses are
determined by specific identification.
Classification of marketable securities as current or noncurrent is dependent upon our intended holding period and the
security’s maturity date. The aggregate unrealized gains and losses on available for sale debt securities, net of tax effects, are
classified in AOCI within stockholders’ equity.
Scheduled maturities of our marketable securities are as follows:
Marketable Securities
In Millions Cost Fair Value
Under 1 year (current) $ 2.3 $ 2.3
Equity securities 250.1 255.3
Total $252.4 $257.6

As of May 29, 2022, we had $2.3 million of marketable debt securities pledged as collateral for derivative contracts.

RISK MANAGEMENT ACTIVITIES

As a part of our ongoing operations, we are exposed to market risks such as changes in interest and foreign currency exchange
rates and commodity and equity prices. To manage these risks, we may enter into various derivative transactions (e.g., futures,
options, and swaps) pursuant to our established policies.

COMMODITY PRICE RISK

Many commodities we use in the production and distribution of our products are exposed to market price risks. We utilize
derivatives to manage price risk for our principal ingredients and energy costs, including grains (oats, wheat, and corn), oils
(principally soybean), dairy products, natural gas, and diesel fuel. Our primary objective when entering into these derivative
contracts is to achieve certainty with regard to the future price of commodities purchased for use in our supply chain. We
manage our exposures through a combination of purchase orders, long-term contracts with suppliers, exchange-traded
futures and options, and over-the-counter options and swaps. We offset our exposures based on current and projected market
conditions and generally seek to acquire the inputs at as close as possible to or below our planned cost.
We use derivatives to manage our exposure to changes in commodity prices. We do not perform the assessments required to
achieve hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are
recorded currently in cost of sales in our Consolidated Statements of Earnings.

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Although we do not meet the criteria for cash flow hedge accounting, we believe that these instruments are effective in
achieving our objective of providing certainty in the future price of commodities purchased for use in our supply chain.
Accordingly, for purposes of measuring segment operating performance these gains and losses are reported in unallocated
corporate items outside of segment operating results until such time that the exposure we are managing affects earnings. At
that time we reclassify the gain or loss from unallocated corporate items to segment operating profit, allowing our operating
segments to realize the economic effects of the derivative without experiencing any resulting mark-to-market volatility, which
remains in unallocated corporate items.
Unallocated corporate items for fiscal 2022, 2021, and 2020 included:
Fiscal Year
In Millions 2022 2021 2020
Net gain (loss) on mark-to-market valuation of commodity positions $ 303.3 $138.2 $(63.0)
Net (gain) loss on commodity positions reclassified from unallocated corporate items to
segment operating profit (188.0) (8.8) 35.6
Net mark-to-market revaluation of certain grain inventories 17.8 9.4 2.7
Net mark-to-market valuation of certain commodity positions recognized in unallocated
corporate items $ 133.1 $138.8 $(24.7)

As of May 29, 2022, the net notional value of commodity derivatives was $490.1 million, of which $355.4 million related to
agricultural inputs and $134.7 million related to energy inputs. These contracts relate to inputs that generally will be utilized
within the next 12 months.

INTEREST RATE RISK

We are exposed to interest rate volatility with regard to future issuances of fixed-rate debt, and existing and future issuances
of floating-rate debt. Primary exposures include U.S. Treasury rates, LIBOR, Euribor, and commercial paper rates in the
United States and Europe. We use interest rate swaps, forward-starting interest rate swaps, and treasury locks to hedge our
exposure to interest rate changes, to reduce the volatility of our financing costs, and to achieve a desired proportion of fixed-
rate versus floating-rate debt, based on current and projected market conditions. Generally under these swaps, we agree with
a counterparty to exchange the difference between fixed-rate and floating-rate interest amounts based on an agreed upon
notional principal amount.
Floating Interest Rate Exposures — Floating-to-fixed interest rate swaps are accounted for as cash flow hedges, as are all
hedges of forecasted issuances of debt. Effectiveness is assessed based on either the perfectly effective hypothetical derivative
method or changes in the present value of interest payments on the underlying debt. Effective gains and losses deferred to
AOCI are reclassified into earnings over the life of the associated debt.
Fixed Interest Rate Exposures — Fixed-to-floating interest rate swaps are accounted for as fair value hedges with effectiveness
assessed based on changes in the fair value of the underlying debt and derivatives, using incremental borrowing rates currently
available on loans with similar terms and maturities.
As of May 29, 2022, the pre-tax amount of cash-settled interest rate hedge gain or loss remaining in AOCI, which will be
reclassified to earnings over the remaining term of the related underlying debt, follows:
In Millions Gain/(Loss)
2.25% notes due October 14, 2031 $(18.4)
2.6% notes due October 12, 2022 (0.3)
1.0% notes due April 27, 2023 0.2
3.65% notes due February 15, 2024 (3.0)
4.0% notes due April 17, 2025 1.7
3.2% notes due February 10, 2027 (8.0)
1.5% notes due April 27, 2027 1.6
4.2% notes due April 17, 2028 6.0
4.55% notes due April 17, 2038 8.7
5.4% notes due June 15, 2040 10.0
4.15% notes due February 15, 2043 (8.2)
4.7% notes due April 17, 2048 12.3
Net pre-tax hedge gain in AOCI $ 2.6

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The following table summarizes the notional amounts and weighted-average interest rates of our interest rate derivatives.
Average floating rates are based on rates as of the end of the reporting period.
In Millions May 29, 2022 May 30, 2021
Pay-floating swaps - notional amount $644.1 $731.5
Average receive rate 0.4% 0.4%
Average pay rate 0.1% 0.1%

The floating-rate swap contracts outstanding as of May 29, 2022, mature in fiscal 2026.

FOREIGN EXCHANGE RISK

Foreign currency fluctuations affect our net investments in foreign subsidiaries and foreign currency cash flows related to
third party purchases, intercompany loans, product shipments, and foreign-denominated debt. We are also exposed to the
translation of foreign currency earnings to the U.S. dollar. 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. We primarily
use foreign currency forward contracts to selectively hedge our foreign currency cash flow exposures. We also generally swap
our foreign-denominated commercial paper borrowings and nonfunctional currency intercompany loans back to U.S. dollars
or the functional currency of the entity with foreign exchange exposure. The gains or losses on these derivatives offset the
foreign currency revaluation gains or losses recorded in earnings on the associated borrowings. We generally do not hedge
more than 18 months in advance.
As of May 29, 2022, the net notional value of foreign exchange derivatives was $1,973.9 million.
We also have net investments in foreign subsidiaries that are denominated in euros. We hedged a portion of these net
investments by issuing euro-denominated commercial paper and foreign exchange forward contracts. As of May 29, 2022,
we hedged a portion of these net investments with €2,223.5 million of euro denominated bonds. As of May 29, 2022, we had
deferred net foreign currency transaction gains of $57.5 million in AOCI associated with net investment hedging activity.
During the fourth quarter of fiscal 2022, we hedged €750 million of euro denominated bonds with foreign exchange forward
contracts. As of May 29, 2022, we had deferred net foreign currency transaction gains of $20.9 million in AOCI associated
with these hedges.

EQUITY INSTRUMENTS
Equity price movements affect our compensation expense as certain investments made by our employees in our deferred
compensation plan are revalued. We use equity swaps to manage this risk. As of May 29, 2022, the net notional amount of our
equity swaps was $204.7 million, which mature in fiscal 2023.

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FAIR VALUE MEASUREMENTS AND FINANCIAL STATEMENT PRESENTATION
The fair values of our assets, liabilities, and derivative positions recorded at fair value and their respective levels in the fair
value hierarchy as of May 29, 2022, and May 30, 2021, were as follows:
May 29, 2022 May 29, 2022
Fair Values of Assets Fair Values of Liabilities
In Millions Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Derivatives designated as hedging instruments:
Interest rate contracts (a) (b) $ — $ — $ — $ — $ — $(29.8) $ — $(29.8)
Foreign exchange contracts (a) (c) — 26.9 — 26.9 — (4.7) — (4.7)
Total — 26.9 — 26.9 — (34.5) — (34.5)

Derivatives not designated as hedging instruments:

Foreign exchange contracts (a) (c) — 8.4 — 8.4 — (15.1) — (15.1)
Commodity contracts (a) (d) 10.7 96.9 — 107.6 — (0.2) — (0.2)
Grain contracts (a) (d) — 28.7 — 28.7 — (3.0) — (3.0)
Total 10.7 134.0 — 144.7 — (18.3) — (18.3)

Other assets and liabilities reported at fair value:

Marketable investments (a) (e) (f) 255.3 2.3 67.2 324.8 — — — —
Total 255.3 2.3 67.2 324.8 — — — —
Total assets, liabilities, and derivative positions
recorded at fair value $266.0 $163.2 $67.2 $496.4 $ — $(52.8) $ — $(52.8)

(a) These contracts and investments are recorded as prepaid expenses and other current assets, other assets, other current
liabilities or other liabilities, as appropriate, based on whether in a gain or loss position. Certain marketable investments
are recorded as cash and cash equivalents.
(b) Based on EURIBOR and swap rates. As of May 29, 2022, the carrying amount of hedged debt designated as the hedged
item in a fair value hedge was $615.7 million and was classified on the Consolidated Balance Sheet within long-term debt.
As of May 29, 2022, the cumulative amount of fair value hedging basis adjustments was $28.4 million.
(c) Based on observable market transactions of spot currency rates and forward currency prices.
(d) Based on prices of futures exchanges and recently reported transactions in the marketplace.
(e) Based on prices of common stock, mutual fund net asset values, and bond matrix pricing.
(f) The level 3 marketable investment represents an equity security without a readily determinable fair value. During fiscal
2022, we recorded an impairment charge of $34.0 million resulting from the determination of fair value utilizing level 3
inputs including revised projections of future operating results and observable transaction data for similar instruments.

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 May 30, 2021 May 30, 2021
Fair Values of Assets Fair Values of Liabilities
In Millions Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Derivatives designated as hedging instruments:
Interest rate contracts (a) (b) $ — $ 28.8 $ — $ 28.8 $ — $ — $— $ —
Foreign exchange contracts (a) (c) — 2.3 — 2.3 — (36.3) — (36.3)
Total — 31.1 — 31.1 — (36.3) — (36.3)
Derivatives not designated as hedging instruments:
Foreign exchange contracts (a) (c) — 2.5 — 2.5 — (1.6) — (1.6)
Commodity contracts (a) (d) 11.1 20.5 — 31.6 (0.8) (0.5) — (1.3)
Grain contracts (a) (d) — 12.0 — 12.0 — (0.9) — (0.9)
Total 11.1 35.0 — 46.1 (0.8) (3.0) — (3.8)
Other assets and liabilities reported
at fair value:
Marketable investments (a) (e) 365.6 76.9 — 442.5 — — — —
Total 365.6 76.9 — 442.5 — — — —
Total assets, liabilities, and derivative positions
recorded at fair value $376.7 $143.0 $ — $519.7 $ (0.8) $(39.3) $ — $(40.1)

(a) These contracts and investments are recorded as prepaid expenses and other current assets, other assets, other current
liabilities or other liabilities, as appropriate, based on whether in a gain or loss position. Certain marketable investments
are recorded as cash and cash equivalents.
(b) Based on LIBOR and swap rates. As of May 30, 2021, the carrying amount of hedged debt designated as the hedged item
in a fair value hedge was $736.9 million and was classified on the Consolidated Balance Sheet within long-term debt. As
of May 30, 2021, the cumulative amount of fair value hedging basis adjustments was $5.4 million.
(c) Based on observable market transactions of spot currency rates and forward currency prices.
(d) Based on prices of futures exchanges and recently reported transactions in the marketplace.
(e) Based on prices of common stock and bond matrix pricing.
We did not significantly change our valuation techniques from prior periods.
The fair value of our long-term debt is estimated using Level 2 inputs based on quoted prices for those instruments. Where
quoted prices are not available, fair value is estimated using discounted cash flows and market-based expectations for interest
rates, credit risk and the contractual terms of the debt instruments. As of May 29, 2022, the carrying amount and fair value
of our long-term debt, including the current portion, were $10,508.8 million and $10,809.0 million, respectively. As of
May 30, 2021, the carrying amount and fair value of our long-term debt, including the current portion, were $12,250.7 million
and $13,194.4 million, respectively.

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Information related to our cash flow hedges, fair value hedges, and other derivatives not designated as hedging instruments
for the fiscal years ended May 29, 2022, and May 30, 2021, follows:
Foreign
Interest Rate Exchange Equity Commodity
Contracts Contracts Contracts Contracts Total
Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
In Millions 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Derivatives in Cash Flow
Hedging Relationships:
Amount of gain (loss) recognized
in other comprehensive
income (OCI) $(5.4) $31.2 $ 13.2 $(58.7) $ — $ — $ — $ — $ 7.8 $ (27.5)
Amount of net loss reclassified from
AOCI into earnings (a) (4.7) (9.4) (19.5) (9.8) — — — — (24.2) (19.2)
Derivatives in Fair Value
Hedging Relationships:
Amount of net loss recognized
in earnings (b) (2.1) (0.3) — — — — — — (2.1) (0.3)
Derivatives Not Designated as
Hedging Instruments:
Amount of net (loss) gain recognized
in earnings (c) — — (32.8) 4.2 (8.0) 47.7 257.2 134.6 216.4 186.5

(a) Loss reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A
expenses for foreign exchange contracts. For the fiscal year ended May 29, 2022, the amount of loss reclassified from
AOCI into cost of sales was $11.1 million and the amount of loss reclassified from AOCI into SG&A was $8.4 million.
For the fiscal year ended May 30, 2021, the amount of loss reclassified from AOCI into cost of sales was $9.3 million and
the amount of loss reclassified from AOCI into SG&A was $0.5 million.
(b) Loss recognized in earnings is reported in interest, net for interest rate contracts, in cost of sales for commodity contracts,
and in SG&A expenses for equity contracts and foreign exchange contracts.
(c) (Loss) gain recognized in earnings is related to the ineffective portion of the hedging relationship, reported in SG&A
expenses for foreign exchange contracts and interest, net for interest rate contracts. No amounts were reported as a result
of being excluded from the assessment of hedge effectiveness.

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The following tables reconcile the net fair values of assets and liabilities subject to offsetting arrangements that are recorded
in our Consolidated Balance Sheets to the net fair values that could be reported in our Consolidated Balance Sheets:
May 29, 2022
Assets Liabilities
Gross Amounts Not Gross Amounts Not
Offset in the Balance Offset in the
Sheet (e) Balance Sheet (e)
Gross
Gross Assets
Liabilities Offset
Gross Offset Net Gross in the Net
Amounts of in the Amounts Cash Net Amounts of Balance Amounts of Cash Net
Recognized Balance of Assets Financial Collateral Amount Recognized Sheet Liabilities Financial Collateral Amount
In Millions Assets Sheet (a) (b) Instruments Received (c) Liabilities (a) (b) Instruments Pledged (d)
Commodity contracts $107.5 $— $107.5 $(0.2) $(62.8) $ 44.5 $ (0.2) $— $ (0.2 ) $0.2 $ — $ —
Interest rate contracts — — — — — (30.7) — (30.7 ) — 10.6 (20.1)
Foreign exchange contracts 35.3 — 35.3 (6.4) — 28.9 (19.7) — (19.7 ) 6.4 — (13.3)
Equity contracts 0.4 — 0.4 (0.3) — 0.1 (4.0) — (4.0 ) 0.3 — (3.7)
Total $143.2 $— $143.2 $(6.9) $(62.8) $ 73.5 $(54.6) $— $(54.6 ) $6.9 $10.6 $(37.1)

(a) Includes related collateral offset in our Consolidated Balance Sheets.

(b) Net fair value as recorded in our Consolidated Balance Sheets.
(c) Fair value of assets that could be reported net in our Consolidated Balance Sheets.
(d) Fair value of liabilities that could be reported net in our Consolidated Balance Sheets.
(e) Fair value of assets and liabilities reported on a gross basis in our Consolidated Balance Sheets.
May 30, 2021
Assets Liabilities
Gross Amounts Not Gross Amounts Not
Offset in the Balance Offset in the Balance
Sheet (e) Sheet (e)
Gross
Gross Assets
Liabilities Offset
Gross Offset Net Gross in the Net
Amounts of in the Amounts Cash Net Amounts of Balance Amounts of Cash Net
Recognized Balance of Assets Financial Collateral Amount Recognized Sheet Liabilities Financial Collateral Amount
In Millions Assets Sheet (a) (b) Instruments Received (c) Liabilities (a) (b) Instruments Pledged (d)
Commodity contracts $ 31.6 $— $ 31.6 $(1.3) $ (9.1) $ 21.2 $ (1.3) $— $ (1.3) $1.3 $— $ —
Interest rate contracts 29.8 — 29.8 — — 29.8 — — — — — —
Foreign exchange contracts 4.8 — 4.8 (4.1) — 0.7 (37.9) — (37.9) 4.1 — (33.8)
Equity contracts 2.2 — 2.2 — — 2.2 — — — — — —
Total $ 68.4 $— $ 68.4 $(5.4) $ (9.1) $ 53.9 $(39.2) $— $(39.2) $5.4 $— $(33.8)

(a) Includes related collateral offset in our Consolidated Balance Sheets.

(b) Net fair value as recorded in our Consolidated Balance Sheets.
(c) Fair value of assets that could be reported net in our Consolidated Balance Sheets.
(d) Fair value of liabilities that could be reported net in our Consolidated Balance Sheets.
(e) Fair value of assets and liabilities reported on a gross basis in our Consolidated Balance Sheets.

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AMOUNTS RECORDED IN ACCUMULATED OTHER COMPREHENSIVE LOSS
As of May 29, 2022, the after-tax amounts of unrealized gains in AOCI related to hedge derivatives follows:
In Millions After-Tax Gain
Unrealized gains from foreign currency cash flow hedges 23.3
After-tax gains in AOCI related to hedge derivatives $23.3

The net amount of pre-tax gains and losses in AOCI as of May 29, 2022, that we expect to be reclassified into net earnings
within the next 12 months is a $33.4 million net gain.

CREDIT-RISK-RELATED CONTINGENT FEATURES

Certain of our derivative instruments contain provisions that require us to maintain an investment grade credit rating on our
debt from each of the major credit rating agencies. If our debt were to fall below investment grade, the counterparties to the
derivative instruments could request full collateralization on derivative instruments in net liability positions. The aggregate
fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position on May 29,
2022, was $35.0 million. We have posted $10.6 million of collateral under these contracts.

CONCENTRATIONS OF CREDIT AND COUNTERPARTY CREDIT RISK

During fiscal 2022, customer concentration was as follows:

North America North America

Percent of Total Consolidated Retail Foodservice International Pet
Walmart (a):
Net sales 20% 28% 8% 2% 16%
Accounts receivable 23% 6% 3% 23%
Five largest customers:
Net sales 50% 49% 12% 64%

(a) Includes Walmart Inc. and its affiliates.

No customer other than Walmart accounted for 10 percent or more of our consolidated net sales.
We enter into interest rate, foreign exchange, and certain commodity and equity derivatives, primarily with a diversified group
of highly rated counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and,
by policy, limit the amount of credit exposure to any one party. These transactions may expose us to potential losses due to the
risk of nonperformance by these counterparties; however, we have not incurred a material loss. We also enter into commodity
futures transactions through various regulated exchanges.
The amount of loss due to the credit risk of the counterparties, should the counterparties fail to perform according to the terms
of the contracts, is $103.2 million, against which we hold $62.8 million of collateral. Under the terms of our swap agreements,
some of our transactions require collateral or other security to support financial instruments subject to threshold levels of
exposure and counterparty credit risk. Collateral assets are either cash or U.S. Treasury instruments and are held in a trust
account that we may access if the counterparty defaults.
We offer certain suppliers access to third-party services that allow them to view our scheduled payments online. The third-
party services also allow suppliers to finance advances on our scheduled payments at the sole discretion of the supplier and
the third party. We have no economic interest in these financing arrangements and no direct relationship with the suppliers,
the third parties, or any financial institutions concerning this service. All of our accounts payable remain as obligations to our
suppliers as stated in our supplier agreements. As of May 29, 2022, $1,429.6 million of our accounts payable was payable to
suppliers who utilize these third-party services. As of May 30, 2021, $1,411.3 million of our accounts payable was payable to
suppliers who utilize these third-party services.

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NOTE 9. DEBT

NOTES PAYABLE
The components of notes payable and their respective weighted-average interest rates at the end of the periods were as follows:
May 29, 2022 May 30, 2021
Weighted- Weighted-
Notes Average Average
In Millions Payable Interest Rate Notes Payable Interest Rate
U.S. commercial paper $694.8 1.1% $ — —%
Financial institutions 116.6 4.4% 361.3 3.4 %
Total $811.4 5.5% $361.3 3.4 %

To ensure availability of funds, we maintain bank credit lines and have commercial paper programs available to us in the
United States and Europe. We also have uncommitted and asset-backed credit lines that support our foreign operations.
The following table details the fee-paid committed and uncommitted credit lines we had available as of May 29, 2022:
Facility Borrowed
In Billions Amount Amount
Credit facility expiring:
April 2026 $2.7 $—
Total committed credit facilities 2.7 —
Uncommitted credit facilities 0.6 0.1
Total committed and uncommitted credit facilities $3.3 $0.1

The credit facilities contain covenants, including a requirement to maintain a fixed charge coverage ratio of at least 2.5 times.
We were in compliance with all credit facility covenants as of May 29, 2022.

LONG-TERM DEBT
In the fourth quarter of fiscal 2022, we repaid $850.0 million of 3.7 percent fixed-rate notes due October 17, 2023 using
proceeds from the issuance of commercial paper.
In the fourth quarter of fiscal 2022, we issued €250.0 million 0.0 percent fixed-rate notes due November 11, 2022. We used
the net proceeds for general corporate purposes.
In the second quarter of fiscal 2022, we issued €500.0 million of 0.125 percent fixed-rate notes due November 15, 2025. We
used the net proceeds to repay a portion of our €500.0 million of 0.0 percent fixed-rate notes due November 16, 2021.
In the second quarter of fiscal 2022, we issued €250.0 million of floating-rate notes due May 16, 2023. We used the net
proceeds to repay a portion of our outstanding commercial paper and for general corporate purposes.
In the second quarter of fiscal 2022, we issued $500.0 million of 2.25 percent notes due October 14, 2031. We used the net
proceeds, together with proceeds from the issuance of commercial paper, to repay $1,000.0 million of 3.15 percent fixed-rate
notes due December 15, 2021.
In the first quarter of fiscal 2022, we issued €500.0 million of floating-rate notes due July 27, 2023. We used the net proceeds
to repay €500.0 million of 0.0 percent fixed-rate notes due August 21, 2021.
In the first quarter of fiscal 2022, we issued €500.0 million of 2.2 percent fixed-rate notes due November 29, 2021. We used
the net proceeds, together with borrowings under a committed credit facility, to repay €200.0 million of 2.2 percent fixed-rate
notes due June 24, 2021.
In the fourth quarter of fiscal 2021, we repaid $600.0 million of 3.2 percent fixed-rate notes and $850.0 million of floating-rate
notes with cash on hand.

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In the third quarter of fiscal 2021, we completed an offer to exchange certain series of outstanding notes for a combination of
newly issued notes and cash. Holders exchanged $603.9 million of notes previously issued with rates between 4.15 percent and
5.4 percent for $605.2 million of newly issued 3.0 percent fixed-rate notes due February 1, 2051 and $201.4 million of cash,
representing a participation incentive.
In the second quarter of fiscal 2021, we issued €500.0 million principal amount of 0.0 percent fixed-rate notes due
November 16, 2021. We used the net proceeds to repay €200.0 million of 0.0 percent fixed-rate notes and for general corporate
purposes.
In the first quarter of fiscal 2021, we issued €500.0 million principal amount of 0.0 percent fixed-rate notes due August 21,
2021. We used the net proceeds, together with cash on hand, to repay €500.0 million of 2.1 percent fixed-rate notes.
A summary of our long-term debt is as follows:
In Millions May 29, 2022 May 30, 2021
4.2% notes due April 17, 2028 $ 1,400.0 $ 1,400.0
3.15% notes due December 15, 2021 — 1,000.0
3.7% notes due October 17, 2023 — 850.0
4.0% notes due April 17, 2025 800.0 800.0
3.2% notes due February 10, 2027 750.0 750.0
2.875% notes due April 15, 2030 750.0 750.0
Euro-denominated 0.45% notes due January 15, 2026 644.1 731.5
Euro-denominated 1.0% notes due April 27, 2023 536.8 609.6
Euro-denominated 0.0% notes due August 21, 2021 — 609.6
Euro-denominated 0.0% notes due November 16, 2021 — 609.6
3.0% notes due February 1, 2051 605.2 605.2
2.6% notes due October 12, 2022 500.0 500.0
3.65% notes due February 15, 2024 500.0 500.0
Euro-denominated 1.5% notes due April 27, 2027 429.4 487.7
4.7% notes due April 17, 2048 446.2 446.2
4.15% notes due February 15, 2043 434.9 434.9
Floating-rate notes due October 17, 2023 400.0 400.0
5.4% notes due June 15, 2040 382.5 382.5
4.55% notes due April 17, 2038 282.4 282.4
Euro-denominated 2.2% notes due June 24, 2021 — 243.9
Medium-term notes, 0.56% to 6.41%, due fiscal 2023 or later 103.9 104.0
2.25% notes due October 14, 2031 500.0 —
Euro-denominated 0.125% notes due November 15, 2025 536.7 —
Euro-denominated 0.0% notes due November 11, 2022 268.3 —
Euro-denominated floating rate notes due May 16, 2023 268.3 —
Euro-denominated floating rate notes due July 27, 2023 537.9 —
Other, including debt issuance costs, debt exchange participation premium, and finance
leases (267.6) (246.4)
10,809.0 12,250.7
Less amount due within one year (1,674.2) (2,463.8)
Total long-term debt $ 9,134.8 $ 9,786.9
Principal payments due on long-term debt and finance leases in the next five fiscal years based on stated contractual maturities,
our intent to redeem, or put rights of certain note holders are as follows:
In Millions
Fiscal 2023 $1,674.2
Fiscal 2024 1,442.3
Fiscal 2025 800.0
Fiscal 2026 1,180.9
Fiscal 2027 1,179.4

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Certain of our long-term debt agreements contain restrictive covenants. As of May 29, 2022, we were in compliance with all
of these covenants.
As of May 29, 2022, the $2.6 million pre-tax loss recorded in AOCI associated with our previously designated interest rate
swaps will be reclassified to net interest over the remaining lives of the hedged transactions. The amount expected to be
reclassified from AOCI to net interest in fiscal 2023 is a $2.5 million pre-tax loss.

NOTE 10. REDEEMABLE AND NONCONTROLLING INTERESTS

Our principal noncontrolling interest relates to our General Mills Cereals, LLC (GMC) subsidiary.
The holder of the GMC Class A Interests receives quarterly preferred distributions from available net income based on the
application of a floating preferred return rate to the holder’s capital account balance established in the most recent mark-to-
market valuation (currently $251.5 million). On June 1, 2021, the floating preferred return rate on GMC’s Class A interests was
reset to the sum of three-month LIBOR plus 160 basis points. The preferred return rate is adjusted every three years through
a negotiated agreement with the Class A Interest holder or through a remarketing auction.
During the third quarter of fiscal 2022, we completed the sale of our interests in Yoplait SAS, Yoplait Marques SNC and
Liberté Marques Sàrl to Sodiaal in exchange for Sodiaal’s interest in our Canadian yogurt business, a modified agreement
for the use of Yoplait and Liberté brands in the United States and Canada, and cash. Please see Note 3 to the Consolidated
Financial Statements.
Up to the date of the divestiture, Sodiaal held the remaining interests in each of the entities. On the acquisition date, we
recorded the fair value of Sodiaal’s 49 percent euro-denominated interest in Yoplait SAS as a redeemable interest on our
Consolidated Balance Sheets. Sodiaal had the right to put all or a portion of its redeemable interest to us at fair value until the
divestiture closed in the third quarter of fiscal 2022. In connection with the divestiture, cumulative adjustments made to the
redeemable interest related to the fair value put feature were reversed against additional paid-in capital, where changes in the
redemption amount were historically recorded, and the resulting carrying value of the noncontrolling interests were included
in the calculation of the gain on divestiture.
We paid dividends of $105.1 million in fiscal 2022 and $40.3 million in fiscal 2021 to Sodiaal under the terms of the Yoplait
SAS, Yoplait Marques SNC, and Liberté Marques Sàrl shareholder agreements.
A subsidiary of Yoplait SAS had an exclusive milk supply agreement for its European operations with Sodiaal through
November 28, 2021. Net purchases totaled $99.5 million for the six-month period ended November 28, 2021, and $212.1 million
for fiscal 2021.
For financial reporting purposes, the assets, liabilities, results of operations, and cash flows of our non-wholly owned
consolidated subsidiaries are included in our Consolidated Financial Statements. The third-party investor’s share of the net
earnings of these subsidiaries is reflected in net earnings attributable to redeemable and noncontrolling interests in our
Consolidated Statements of Earnings.
Our noncontrolling interests contain restrictive covenants. As of May 29, 2022, we were in compliance with all of these
covenants.

NOTE 11. STOCKHOLDERS’ EQUITY

Cumulative preference stock of 5.0 million shares, without par value, is authorized but unissued.
On June 27, 2022, our Board of Directors authorized the repurchase of up to 100 million shares of our common stock.
Purchases under the authorization can be made in the open market or in privately negotiated transactions, including the
use of call options and other derivative instruments, Rule 10b5-1 trading plans, and accelerated repurchase programs. The
authorization has no specified termination date.
Share repurchases were as follows:
Fiscal Year
In Millions 2022 2021 2020
Shares of common stock 13.5 5.0 0.1
Aggregate purchase price $876.8 $301.4 $3.4

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The following tables provide details of total comprehensive income:
Fiscal 2022
Noncontrolling Redeemable
General Mills Interests Interest
In Millions Pretax Tax Net Net Net
Net earnings, including earnings attributable to
redeemable and noncontrolling interests $2,707.3 $ 10.2 $ 17.5
Other comprehensive income (loss):
Foreign currency translation $(188.5) $ 85.8 (102.7) (26.2) (47.0)
Net actuarial gain 132.4 (30.8) 101.6 — —
Other fair value changes:
Hedge derivatives 30.1 (23.6) 6.5 — 0.5
Reclassification to earnings:
Foreign currency translation (a) 342.2 — 342.2 — —
Hedge derivatives (b) 23.7 11.6 35.3 — (0.2)
Amortization of losses and prior service
costs (c) 97.4 (21.6) 75.8 — —
Other comprehensive income (loss) 437.3 21.4 458.7 (26.2) (46.7)
Total comprehensive income (loss) $3,166.0 $(16.0) $(29.2)

(a) Loss reclassified from AOCI into earnings is reported in divestitures gain related to the divestiture of our interests in
Yoplait SAS, Yoplait Marques SNC, and Liberte Marques Sarl to Sodiaal in the third quarter of fiscal 2022.
(b) Loss (gain) reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and
SG&A expenses for foreign exchange contracts.
(c) Loss reclassified from AOCI into earnings is reported in benefit plan non-service income. Please refer to Note 2.
Fiscal 2021
Noncontrolling Redeemable
General Mills Interests Interest
In Millions Pretax Tax Net Net Net
Net earnings, including earnings attributable to
redeemable and noncontrolling interests $2,339.8 $ 6.5 $ (0.3)
Other comprehensive income (loss):
Foreign currency translation $ (6.1) $ 64.9 58.8 31.5 84.8
Net actuarial loss 464.9 (111.5) 353.4 — —
Other fair value changes:
Hedge derivatives (25.8) 6.5 (19.3) — (1.4)
Reclassification to earnings:
Hedge derivatives (a) 19.1 (5.7) 13.4 — 0.1
Amortization of losses and prior service
costs (b) 102.5 (23.6) 78.9 — —
Other comprehensive income 554.6 (69.4) 485.2 31.5 83.5
Total comprehensive income $2,825.0 $ 38.0 $83.2

(a) Loss reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and
SG&A expenses for foreign exchange contracts.
(b) Loss reclassified from AOCI into earnings is reported in benefit plan non-service income. Please refer to Note 2.

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 Fiscal 2020
Noncontrolling Redeemable
General Mills Interests Interest
In Millions Pretax Tax Net Net Net
Net earnings, including earnings attributable to
redeemable and noncontrolling interests $2,181.2 $12.9 $ 16.7
Other comprehensive income (loss):
Foreign currency translation $(149.1) $ — (149.1) (2.6) (17.4)
Net actuarial loss (290.2) 65.6 (224.6) — —
Other fair value changes:
Hedge derivatives 4.4 (1.2) 3.2 — —
Reclassification to earnings:
Hedge derivatives (a) 4.3 (0.7) 3.6 — 0.5
Amortization of losses and prior service costs
(b) 101.3 (23.4) 77.9 — —
Other comprehensive loss (329.3) 40.3 (289.0) (2.6) (16.9)
Total comprehensive income (loss) $1,892.2 $10.3 $ (0.2)

(a) Loss reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and
SG&A expenses for foreign exchange contracts.
(b) Loss reclassified from AOCI into earnings is reported in benefit plan non-service income. Please refer to Note 2.
In fiscal 2022, 2021, and 2020, except for certain reclassifications to earnings, changes in other comprehensive income (loss)
were primarily non-cash items.
Accumulated other comprehensive loss balances, net of tax effects, were as follows:
In Millions May 29, 2022 May 30, 2021
Foreign currency translation adjustments $ (590.7) $ (830.2)
Unrealized loss from hedge derivatives 23.3 (18.5)
Pension, other postretirement, and postemployment benefits:
Net actuarial loss (1,513.4) (1,718.4)
Prior service credits 110.3 137.9
Accumulated other comprehensive loss $(1,970.5) $(2,429.2)

NOTE 12. STOCK PLANS

We use broad-based stock plans to help ensure that management’s interests are aligned with those of our shareholders. As of
May 29, 2022, a total of 20.7 million shares were available for grant in the form of stock options, restricted stock, restricted
stock units, and shares of unrestricted stock under the 2017 Stock Compensation Plan (2017 Plan). The 2017 Plan also provides
for the issuance of cash-settled share-based units, stock appreciation rights, and performance-based stock awards. Stock-
based awards now outstanding include some granted under the 2011 stock plan, under which no further awards may be
granted. The stock plans provide for potential accelerated vesting of awards upon retirement, termination, or death of eligible
employees and directors.

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Stock Options
The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were
as follows:
Fiscal Year
2022 2021 2020
Estimated fair values of stock options granted $8.77 $8.03 $7.10
Assumptions:
Risk-free interest rate 1.5% 0.7% 2.0%
Expected term 8.5 years 8.5 years 8.5 years
Expected volatility 20.2% 19.5% 17.4%
Dividend yield 3.4% 3.3% 3.6%

We estimate the fair value of each option on the grant date using a Black-Scholes option-pricing model, which requires us
to make predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the
forfeiture rate. We estimate our future stock price volatility using the historical volatility over the expected term of the option,
excluding time periods of volatility we believe a marketplace participant would exclude in estimating our stock price volatility.
We also have considered, but did not use, implied volatility in our estimate, because trading activity in options on our stock,
especially those with tenors of greater than 6 months, is insufficient to provide a reliable measure of expected volatility.
Our expected term represents the period of time that options granted are expected to be outstanding based on historical
data to estimate option exercises and employee terminations within the valuation model. Separate groups of employees have
similar historical exercise behavior and therefore were aggregated into a single pool for valuation purposes. The weighted-
average expected term for all employee groups is presented in the table above. The risk-free interest rate for periods during the
expected term of the options is based on the U.S. Treasury zero-coupon yield curve in effect at the time of grant.
Any corporate income tax benefit realized upon exercise or vesting of an award in excess of that previously recognized in
earnings (referred to as a windfall tax benefit) is presented in our Consolidated Statements of Cash Flows as an operating cash
flow. Realized windfall tax benefits and shortfall tax deficiencies related to the exercise or vesting of stock-based awards are
recognized in the Consolidated Statement of Earnings. We recognized windfall tax benefits from stock-based payments in
income tax expense in our Consolidated Statements of Earnings of $18.4 million in fiscal 2022, $12.4 million in fiscal 2021,
and $27.3 million in fiscal 2020.
Options may be priced at 100 percent or more of the fair market value on the date of grant, and generally vest four years after
the date of grant. Options generally expire within 10 years and one month after the date of grant.
Information on stock option activity follows:

Weighted-Average
Options Weighted- Remaining Aggregate
Outstanding Average Exercise Contractual Term Intrinsic Value
(Thousands) Price Per Share (Years) (Millions)
Balance as of May 30, 2021 17,397.5 $53.29 5.26 $174.4
Granted 1,485.4 60.03
Exercised (3,564.6) 47.03
Forfeited or expired (312.8) 55.79
Outstanding as of May 29, 2022 15,005.5 $55.39 5.36 $217.5
Exercisable as of May 29, 2022 7,960.9 $57.10 3.58 $101.8

Stock-based compensation expense related to stock option awards was $12.1 million in fiscal 2022, $11.2 million in fiscal
2021, and $13.4 million in fiscal 2020.

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Net cash proceeds from the exercise of stock options less shares used for minimum withholding taxes and the intrinsic value
of options exercised were as follows:

Fiscal Year
In Millions 2022 2021 2020
Net cash proceeds $161.7 $ 74.3 $263.4
Intrinsic value of options exercised $ 74.0 $ 44.8 $132.9

Restricted Stock, Restricted Stock Units, and Performance Share Units

Stock and units settled in stock subject to a restricted period and a purchase price, if any (as determined by the Compensation
Committee of the Board of Directors), may be granted to key employees under the 2017 Plan. Restricted stock and restricted
stock units generally vest and become unrestricted four years after the date of grant. Performance share units are earned
primarily based on our future achievement of three-year goals for average organic net sales growth and cumulative free cash
flow. Performance share units are settled in common stock and are generally subject to a three-year performance and vesting
period. The sale or transfer of these awards is restricted during the vesting period. Participants holding restricted stock, but
not restricted stock units or performance share units, are entitled to vote on matters submitted to holders of common stock for
a vote. These awards accumulate dividends from the date of grant, but participants only receive payment if the awards vest.
Information on restricted stock unit and performance share unit activity follows:
Equity Classified Liability Classified
Weighted- Share- Weighted-
Share- Average Settled Average
Settled Units Grant-Date Units Grant-Date
(Thousands) Fair Value (Thousands) Fair Value
Non-vested as of May 30, 2021 5,072.8 $53.84 97.6 $54.26
Granted 1,958.1 60.01 30.9 60.23
Vested (1,532.9) 52.48 (42.0) 53.95
Forfeited or expired (344.6) 57.10 (9.2) 57.49
Non-vested as of May 29, 2022 5,153.4 $56.37 77.3 $56.43

Fiscal Year
2022 2021 2020
Number of units granted (thousands) 1,989.0 1,529.0 1,947.6
Weighted-average price per unit $ 60.02 $ 61.24 $ 53.28

The total grant-date fair value of restricted stock unit awards that vested was $82.7 million in fiscal 2022 and $74.4 million
in fiscal 2021.
As of May 29, 2022, unrecognized compensation expense related to non-vested stock options, restricted stock units, and
performance share units was $101.9 million. This expense will be recognized over 18 months, on average.
Stock-based compensation expense related to restricted stock units and performance share units was $94.2 million for fiscal
2022, $78.7 million for fiscal 2021, and $81.5 million for fiscal 2020. Compensation expense related to stock-based payments
recognized in our Consolidated Statements of Earnings includes amounts recognized in restructuring, impairment, and other
exit costs for fiscal 2022.

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NOTE 13. EARNINGS PER SHARE
Basic and diluted EPS were calculated using the following:

Fiscal Year
In Millions, Except per Share Data 2022 2021 2020
Net earnings attributable to General Mills $2,707.3 $2,339.8 $2,181.2
Average number of common shares - basic EPS 607.5 614.1 608.1
Incremental share effect from: (a)
Stock options 2.5 2.5 2.7
Restricted stock units and performance share units 2.6 2.5 2.5
Average number of common shares - diluted EPS 612.6 619.1 613.3
Earnings per share — basic $ 4.46 $ 3.81 $ 3.59
Earnings per share — diluted $ 4.42 $ 3.78 $ 3.56

(a) Incremental shares from stock options, restricted stock units, and performance share units are computed by the treasury
stock method. Stock options, restricted stock units, and performance share units excluded from our computation of
diluted EPS because they were not dilutive were as follows:

Fiscal Year
In Millions 2022 2021 2020
Anti-dilutive stock options, restricted stock units,
and performance share units 4.4 3.4 8.4

NOTE 14. RETIREMENT BENEFITS AND POSTEMPLOYMENT BENEFITS

Defined Benefit Pension Plans

We have defined benefit pension plans covering many employees in the United States, Canada, Switzerland, and the United
Kingdom. Benefits for salaried employees are based on length of service and final average compensation. Benefits for hourly
employees include various monthly amounts for each year of credited service. Our funding policy is consistent with the
requirements of applicable laws. We made no voluntary contributions to our principal U.S. plans in fiscal 2022 or fiscal
2021. We do not expect to be required to make any contributions to our principal U.S. plans in fiscal 2023. Our principal
U.S. retirement plan covering salaried employees has a provision that any excess pension assets would be allocated to active
participants if the plan is terminated within five years of a change in control. All salaried employees hired on or after June 1,
2013, are eligible for a retirement program that does not include a defined benefit pension plan.

Other Postretirement Benefit Plans

We also sponsor plans that provide health care benefits to many of our retirees in the United States, Canada, and Brazil. The
U.S. salaried health care benefit plan is contributory, with retiree contributions based on years of service. We make decisions
to fund related trusts for certain employees and retirees on an annual basis. We made no voluntary contributions to these plans
in fiscal 2022 or fiscal 2021. We do not expect to be required to make any contributions to these plans in fiscal 2023.
In fiscal 2021, we approved amendments to reorganize certain U.S. retiree health and welfare benefit plans. The General
Mills Retiree Health Plan for Union Employees was divided into two plans, with participants under age 65 remaining within
its coverage, and participants age 65 and over covered by The General Mills Retiree Health Plan for Union Employees (65+).
Effective January 1, 2022, the General Mills Retiree Health Plan for Union Employees (65+) allows certain participants to
purchase individual health insurance policies on a private health care exchange. Additionally, the Employees’ Benefit Plan
of General Mills was merged into the General Mills Retiree Health Plan for Union Employees. Separate benefit structures
and plan provisions continue to apply to eligible participants of these merged plans. A portion of the General Mills Retiree
Health Plan for Union Employees overfunded plan assets were segregated to offset the cost of the Employees’ Benefit Plan
of General Mills health and welfare benefits. The segregation of assets is reported as a negative employer contribution in the
change in other postretirement benefit plan assets. The amendments facilitate targeted investment strategies that reflect each
plan’s unique liability characteristics.

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In fiscal 2021, we announced changes to the design of our health care coverage for certain eligible retirees to allow participants
to purchase individual health insurance policies on a private health care exchange effective January 1, 2022. These changes
provide certain eligible retirees with greater flexibility in choosing health care coverage that best fits their needs.

Health Care Cost Trend Rates

Assumed health care cost trends are as follows:
Fiscal Year
2022 2021
Health care cost trend rate for next year 5.9% and 6.0% 6.0% and 6.3 %
Rate to which the cost trend rate is assumed to decline (ultimate rate) 4.5% 4.5 %
Year that the rate reaches the ultimate trend rate 2031 2029

We review our health care cost trend rates annually. Our review is based on data we collect about our health care claims
experience and information provided by our actuaries. This information includes recent plan experience, plan design, overall
industry experience and projections, and assumptions used by other similar organizations. Our initial health care cost trend
rate is adjusted as necessary to remain consistent with this review, recent experiences, and short-term expectations. Our initial
health care cost trend rate assumption is 6.0 percent for retirees age 65 and over and 5.9 percent for retirees under age 65 at
the end of fiscal 2022. Rates are graded down annually until the ultimate trend rate of 4.5 percent is reached in 2031 for all
retirees. The trend rates are applicable for calculations only if the retirees’ benefits increase as a result of health care inflation.
The ultimate trend rate is adjusted annually, as necessary, to approximate the current economic view on the rate of long-term
inflation plus an appropriate health care cost premium. Assumed trend rates for health care costs have an important effect on
the amounts reported for the other postretirement benefit plans.

Postemployment Benefit Plans

Under certain circumstances, we also provide accruable benefits, primarily severance, to former or inactive employees in the
United States, Canada, and Mexico. We recognize an obligation for any of these benefits that vest or accumulate with service.
Postemployment benefits that do not vest or accumulate with service (such as severance based solely on annual pay rather than
years of service) are charged to expense when incurred. Our postemployment benefit plans are unfunded.

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Summarized financial information about defined benefit pension, other postretirement benefit, and postemployment benefit
plans is presented below:
Other
Defined Benefit Postretirement Postemployment
Pension Plans Benefit Plans Benefit Plans
Fiscal Year Fiscal Year Fiscal Year
In Millions 2022 2021 2022 2021 2022 2021
Change in Plan Assets:
Fair value at beginning of year $ 7,460.2 $6,993.2 $519.4 $ 793.5
Actual return on assets (618.7) 716.3 (18.0) 108.1
Employer contributions 31.2 33.8 0.1 (359.9)
Plan participant contributions 3.8 4.1 9.6 13.0
Benefits payments (346.2) (315.1) (31.9) (35.3)
Foreign currency (20.0) 27.9 — —
Fair value at end of year (a) $ 6,510.3 $7,460.2 $479.2 $ 519.4
Change in Projected Benefit Obligation:
Benefit obligation at beginning of year $ 7,714.4 $7,640.2 $600.0 $ 773.7 $ 151.7 $ 150.3
Service cost 93.5 104.4 7.6 8.5 10.0 9.3
Interest cost 184.3 192.1 12.6 18.0 1.5 1.7
Plan amendment 3.7 1.1 (16.1) (138.7) — —
Curtailment/other (29.4) (5.8) (3.2) — 12.0 5.1
Plan participant contributions 3.8 4.1 9.6 13.0 — —
Medicare Part D reimbursements — — 1.7 2.5 — —
Actuarial (gain) loss (1,089.7) 67.4 (86.0) (15.8) (18.7) 7.2
Benefits payments (334.7) (315.7) (56.9) (61.9) (17.7) (22.5)
Foreign currency (17.6) 26.6 0.3 0.7 (0.3) 0.6
Projected benefit obligation at end of year (a) $ 6,528.3 $7,714.4 $469.6 $ 600.0 $ 138.5 $ 151.7
Plan assets (less) more than benefit obligation
as of fiscal year end $ (18.0) $ (254.2) $ 9.6 $ (80.6) $ (138.5) $(151.7)

(a) Plan assets and obligations are measured as of May 31, 2022 and May 31, 2021.
During fiscal 2022, the decreases in defined benefit pension benefit obligations and other postretirement obligations were
primarily driven by actuarial gains due to an increase in the discount rate.
During fiscal 2021, the increase in defined benefit pension benefit obligations was primarily driven by actuarial losses due to
a decrease in the discount rate. The decrease in other postretirement obligations was primarily driven by the reorganization
of certain U.S. retiree health and welfare benefit plans.
As of May 29, 2022, other postretirement benefit plans had benefit obligations of $332.4 million that exceeded plan assets of
$279.6 million. As of May 30, 2021, other postretirement benefit plans had benefit obligations of $412.4 million that exceeded
plan assets of $310.1 million. Postemployment benefit plans are not funded and had benefit obligations of $138.5 million and
$151.7 million as of May 29, 2022 and May 30, 2021, respectively.
The accumulated benefit obligation for all defined benefit pension plans was $6,330.0 million as of May 29, 2022, and
$7,402.1 million as of May 30, 2021.

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Amounts recognized in AOCI as of May 29, 2022 and May 30, 2021, are as follows:
Other
Defined Benefit Postretirement Postemployment
Pension Plans Benefit Plans Benefit Plans Total
Fiscal Year Fiscal Year Fiscal Year Fiscal Year
In Millions 2022 2021 2022 2021 2022 2021 2022 2021
Net actuarial (loss) gain $(1,720.3) $(1,897.2) $208.5 $200.8 $(1.6) $(22.0) $(1,513.4) $(1,718.4)
Prior service (costs) credits (7.6) 5.8 118.9 133.7 (1.0) (1.6) 110.3 137.9
Amounts recorded in accumulated
other comprehensive loss $(1,727.9) $(1,891.4) $327.4 $334.5 $(2.6) $(23.6) $(1,403.1) $(1,580.5)

Plans with accumulated benefit obligations in excess of plan assets as of May 29, 2022 and May 30, 2021 are as follows:
Defined
Benefit
Pension Plans
Fiscal Year
In Millions 2022 2021
Projected benefit obligation $508.2 $615.3
Accumulated benefit obligation 479.6 556.2
Plan assets at fair value 20.5 26.7

Components of net periodic benefit expense are as follows:

Defined Benefit Other Postretirement Postemployment
Pension Plans Benefit Plans Benefit Plans
Fiscal Year Fiscal Year Fiscal Year
In Millions 2022 2021 2020 2022 2021 2020 2022 2021 2020
Service cost $ 93.5 $ 104.4 $ 92.7 $ 7.6 $ 8.5 $ 9.4 $10.0 $ 9.3 $ 8.3
Interest cost 184.3 192.1 230.5 12.6 18.0 27.1 1.5 1.7 2.6
Expected return on plan assets (411.1) (420.9) (449.9) (26.7) (34.7) (42.1) ­— ­— ­—
Amortization of losses (gains) 140.5 108.3 106.0 (10.9) (5.1) (2.1) 3.0 2.6 0.4
Amortization of prior service
costs (credits) 1.0 1.3 1.6 (20.9) (5.5) (5.5) 0.4 0.9 0.9
Other adjustments 0.1 ­— ­— (0.1) ­— ­— 12.9 8.4 17.7
Settlement or curtailment
(gains) losses (18.4) 14.9 ­— (5.5) ­— ­— ­— ­— ­—
Net (income) expense $ (10.1) $ 0.1 $ (19.1) $(43.9) $(18.8) $(13.2) $27.8 $22.9 $29.9

Assumptions
Weighted-average assumptions used to determine fiscal year-end benefit obligations are as follows:
Other
Defined Benefit Postretirement Postemployment
Pension Plans Benefit Plans Benefit Plans
Fiscal Year Fiscal Year Fiscal Year
2022 2021 2022 2021 2022 2021
Discount rate 4.39% 3.17% 4.36% 3.03% 3.62% 2.04%
Rate of salary increases 4.34 4.39 — — 4.46 4.46

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Weighted-average assumptions used to determine fiscal year net periodic benefit expense are as follows:
Defined Benefit Other Postretirement Postemployment
Pension Plans Benefit Plans Benefit Plans
Fiscal Year Fiscal Year Fiscal Year
2022 2021 2020 2022 2021 2020 2022 2021 2020
Discount rate 3.17% 3.20% 3.91% 3.03% 3.02% 3.79% 2.04% 1.86% 3.10%
Service cost effective rate 3.56 3.58 4.19 3.34 3.40 4.04 2.46 3.51 3.51
Interest cost effective rate 2.42 2.55 3.47 2.08 2.29 3.28 1.48 2.83 2.84
Rate of salary increases 4.39 4.44 4.17 — — — 4.46 4.47 4.47
Expected long-term rate of return on
plan assets 5.85 5.72 6.95 6.09 4.57 5.67 — — —

Discount Rates
We estimate the service and interest cost components of the net periodic benefit expense for our United States and most of
our international defined benefit pension, other postretirement benefit, and postemployment benefit plans utilizing a full
yield curve approach by applying the specific spot rates along the yield curve used to determine the benefit obligation to the
relevant projected cash flows. Our discount rate assumptions are determined annually as of May 31 for our defined benefit
pension, other postretirement benefit, and postemployment benefit plan obligations. We also use discount rates as of May 31
to determine defined benefit pension, other postretirement benefit, and postemployment benefit plan income and expense for
the following fiscal year. We work with our outside actuaries to determine the timing and amount of expected future cash
outflows to plan participants and, using the Aa Above Median corporate bond yield, to develop a forward interest rate curve,
including a margin to that index based on our credit risk. This forward interest rate curve is applied to our expected future
cash outflows to determine our discount rate assumptions.

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Fair Value of Plan Assets
The fair values of our pension and postretirement benefit plans’ assets and their respective levels in the fair value hierarchy
by asset category were as follows:
May 31, 2022 May 31, 2021
Total Total
In Millions Level 1 Level 2 Level 3 Assets Level 1 Level 2 Level 3 Assets
Fair value measurement of pension
plan assets:
Equity (a) $ 623.4 $ 442.3 $66.3 $1,132.0 $ 838.3 $ 697.2 $ — $1,535.5
Fixed income (b) 1,958.7 1,723.4 — 3,682.1 1,993.5 1,936.3 — 3,929.8
Real asset investments (c) 159.8 — — 159.8 277.9 0.2 — 278.1
Other investments (d) — — 0.1 0.1 — — 0.1 0.1
Cash and accruals 133.6 0.3 — 133.9 180.0 — — 180.0
Fair value measurement of pension
plan assets $2,875.5 $2,166.0 $66.4 $5,107.9 $3,289.7 $2,633.7 $0.1 $5,923.5
Assets measured at net asset
value (e) 1,402.4 1,536.7
Total pension plan assets $6,510.3 $7,460.2
Fair value measurement of
postretirement benefit plan assets:
Equity (a) $ — $ — $ — $ — $ 0.2 $ — $— $ 0.2
Fixed income (b) 120.8 — — 120.8 117.3 — — 117.3
Cash and accruals 6.6 — — 6.6 14.8 — — 14.8
Fair value measurement of
postretirement benefit plan assets $ 127.4 $ — $ — $ 127.4 $ 132.3 $ — $ — $ 132.3
Assets measured at net asset
value (e) 351.8 387.1
Total postretirement benefit
plan assets $ 479.2 $ 519.4

(a) Primarily publicly traded common stock for purposes of total return and to maintain equity exposure consistent with
policy allocations. Investments include: United States and international public equity securities, mutual funds, and
equity futures valued at closing prices from national exchanges, commingled funds valued at fair value using the unit
values provided by the investment managers, and certain private equity securities valued using a matrix of pricing inputs
reflecting assumptions based on the best information available.
(b) Primarily government and corporate debt securities and futures for purposes of total return, managing fixed income
exposure to policy allocations, and duration targets. Investments include: fixed income securities and bond futures
generally valued at closing prices from national exchanges, fixed income pricing models, and independent financial
analysts; and fixed income commingled funds valued at unit values provided by the investment managers, which are
based on the fair value of the underlying investments.
(c) Publicly traded common stocks in energy, real estate, and infrastructure for the purpose of total return. Investments
include: energy, real estate, and infrastructure securities generally valued at closing prices from national exchanges, and
commingled funds valued at unit values provided by the investment managers, which are based on the fair value of the
underlying investments.
(d) Insurance and annuity contracts to provide a stable stream of income for pension retirees. Fair values are based on the fair
value of the underlying investments and contract fair values established by the providers.
(e) Primarily limited partnerships, trust-owned life insurance, common collective trusts, and certain private equity securities
that are measured at fair value using the net asset value per share (or its equivalent) practical expedient and have not been
classified in the fair value hierarchy.
During fiscal 2022, the inclusion of non-observable inputs in the pricing of certain private equity securities resulted in the
transfer of $66.3 million into level 3 investments. There were no transfers into or out of level 3 investments in fiscal 2021.

78
Expected Rate of Return on Plan Assets
Our expected rate of return on plan assets is determined by our asset allocation, our historical long-term investment
performance, our estimate of future long-term returns by asset class (using input from our actuaries, investment services, and
investment managers), and long-term inflation assumptions. We review this assumption annually for each plan; however, our
annual investment performance for one particular year does not, by itself, significantly influence our evaluation.
Weighted-average asset allocations for our defined benefit pension and other postretirement benefit plans are as follows:
Other
Defined Benefit Postretirement
Pension Plans Benefit Plans
Fiscal Year Fiscal Year
2022 2021 2022 2021
Asset category:
United States equities 12.1 % 15.4% 27.9 % 28.0%
International equities 7.8 9.9 13.5 13.9
Private equities 10.4 9.3 15.2 15.1
Fixed income 58.3 54.6 43.4 43.0
Real assets 11.4 10.8 — —
Total 100.0 % 100.0% 100.0 % 100.0%

The investment objective for our defined benefit pension and other postretirement benefit plans is to secure the benefit
obligations to participants at a reasonable cost to us. Our goal is to optimize the long-term return on plan assets at a moderate
level of risk. The defined benefit pension plan and other postretirement benefit plan portfolios are broadly diversified across
asset classes. Within asset classes, the portfolios are further diversified across investment styles and investment organizations.
For the U.S. defined benefit pension plans, the long-term investment policy allocation is: 13 percent to equities in the United
States; 8 percent to international equities; 7 percent to private equities; 62 percent to fixed income; and 10 percent to real
assets (real estate, energy, and infrastructure). For other U.S. postretirement benefit plans, the long-term investment policy
allocations are: 27 percent to equities in the United States; 13 percent to international equities; 15 percent to total private
equities; and 45 percent to fixed income. The actual allocations to these asset classes may vary tactically around the long-term
policy allocations based on relative market valuations.

Contributions and Future Benefit Payments

We do not expect to be required to make contributions to our defined benefit pension, other postretirement benefit, and
postemployment benefit plans in fiscal 2023. Actual fiscal 2023 contributions could exceed our current projections,
as influenced by our decision to undertake discretionary funding of our benefit trusts and future changes in regulatory
requirements. Estimated benefit payments, which reflect expected future service, as appropriate, are expected to be paid from
fiscal 2023 to fiscal 2032 as follows:

Other
Defined Postretirement
Benefit Benefit Plans Postemployment
In Millions Pension Plans Gross Payments Benefit Plans
Fiscal 2023 $ 349.9 $ 36.9 $25.4
Fiscal 2024 347.9 36.3 20.3
Fiscal 2025 354.3 35.6 18.2
Fiscal 2026 361.7 35.4 16.8
Fiscal 2027 369.1 34.9 16.0
Fiscal 2028-2032 1,945.3 162.4 68.3

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Defined Contribution Plans
The General Mills Savings Plan is a defined contribution plan that covers domestic salaried, hourly, nonunion, and certain
union employees. This plan is a 401(k) savings plan that includes a number of investment funds, including a Company stock
fund and an Employee Stock Ownership Plan (ESOP). We sponsor another money purchase plan for certain domestic hourly
employees with net assets of $20.6 million as of May 29, 2022, and $22.5 million as of May 30, 2021. We also sponsor defined
contribution plans in many of our foreign locations. Our total recognized expense related to defined contribution plans was
$90.1 million in fiscal 2022, $76.1 million in fiscal 2021, and $90.1 million in fiscal 2020.
We match a percentage of employee contributions to the General Mills Savings Plan. The Company match is directed to
investment options of the participant’s choosing. The number of shares of our common stock allocated to participants in the
ESOP was 4.0 million as of May 29, 2022, and 4.3 million as of May 30, 2021. The ESOP’s only assets are our common stock
and temporary cash balances.
The Company stock fund and the ESOP collectively held $443.8 million and $433.0 million of Company common stock as of
May 29, 2022, and May 30, 2021, respectively.

NOTE 15. INCOME TAXES

The components of earnings before income taxes and after-tax earnings from joint ventures and the corresponding income
taxes thereon are as follows:
Fiscal Year
In Millions 2022 2021 2020
Earnings before income taxes and after-tax earnings from joint ventures:
United States $ 2,652.3 $ 2,567.1 $ 2,402.1
Foreign 557.3 290.3 198.1
Total earnings before income taxes and after-tax earnings from
joint ventures $ 3,209.6 $ 2,857.4 $ 2,600.2
Income taxes:
Currently payable:
Federal $ 384.2 $ 369.8 $ 381.0
State and local 60.8 47.5 55.3
Foreign 79.1 93.0 73.8
Total current 524.1 510.3 510.1
Deferred:
Federal 75.0 117.9 67.8
State and local 18.3 13.6 (56.6)
Foreign (31.1) (12.7) (40.8)
Total deferred 62.2 118.8 (29.6)
Total income taxes $ 586.3 $ 629.1 $ 480.5

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The following table reconciles the United States statutory income tax rate with our effective income tax rate:
Fiscal Year
2022 2021 2020
United States statutory rate 21.0% 21.0% 21.0 %
State and local income taxes, net of federal tax benefits 2.1 1.7 2.0
Foreign rate differences (1.1) 0.3 (0.8)
Stock based compensation (0.6) (0.4) (1.1)
Subsidiary reorganization (a) — — (2.0)
Capital loss (b) (1.7) — —
Divestitures, net (c) (1.2) — —
Other, net (0.2) (0.6) (0.6)
Effective income tax rate 18.3% 22.0% 18.5 %

(a) During fiscal 2020, we recorded a $53.1 million decrease to our deferred income tax liabilities associated with the
reorganization of certain wholly owned subsidiaries.
(b) During fiscal 2022, we released a $50.7 million valuation allowance associated with our capital loss carryforward
expected to be used against divestiture gains.
(c) During fiscal 2022, we included certain non-taxable components of the gain related to the divestiture of Yoplait SAS,
Yoplait Marques SNC and Liberté Marques Sàrl.
The tax effects of temporary differences that give rise to deferred tax assets and liabilities are as follows:
In Millions May 29, 2022 May 30, 2021
Accrued liabilities $ 46.2 $ 58.5
Compensation and employee benefits 146.7 198.7
Unrealized hedges — 16.3
Pension 1.5 61.4
Tax credit carryforwards 34.9 22.7
Stock, partnership, and miscellaneous investments 17.9 46.3
Capital losses 61.9 67.3
Net operating losses 178.0 160.5
Other 96.3 93.4
Gross deferred tax assets 583.4 725.1
Valuation allowance 185.1 229.2
Net deferred tax assets 398.3 495.9
Brands 1,415.2 1,413.8
Fixed assets 392.6 412.7
Intangible assets 201.0 256.2
Tax lease transactions 14.9 18.8
Inventories 27.1 36.2
Stock, partnership, and miscellaneous investments 357.7 364.0
Unrealized hedges 98.7 —
Other 109.4 112.6
Gross deferred tax liabilities 2,616.6 2,614.3
Net deferred tax liability $ 2,218.3 $ 2,118.4

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We have established a valuation allowance against certain of the categories of deferred tax assets described above as current
evidence does not suggest we will realize sufficient taxable income of the appropriate character (e.g., ordinary income versus
capital gain income) within the carryforward period to allow us to realize these deferred tax benefits.
Information about our valuation allowance follows:
In Millions May 29, 2022
Pillsbury acquisition losses $107.6
State and foreign loss carryforwards 25.3
Capital loss carryforwards 11.0
Other 41.2
Total $185.1

As of May 29, 2022, we believe it is more-likely-than-not that the remainder of our deferred tax assets are realizable.

Information about our tax loss carryforwards follows:

In Millions May 29, 2022
Foreign loss carryforwards $179.2
State operating loss carryforwards 8.7
Total tax loss carryforwards $187.9

Our foreign loss carryforwards expire as follows:

In Millions May 29, 2022

Expire in fiscal 2023 and 2024 $ 3.1
Expire in fiscal 2025 and beyond 12.6
Do not expire 163.5
Total foreign loss carryforwards $179.2

On March 11, 2021, the American Rescue Plan Act (ARPA) was signed into law. The ARPA includes a provision expanding
the limitations on the deductibility of certain executive employee compensation beginning in our fiscal 2028. We do not
currently expect the ARPA to have a material impact on our financial results, including our annual estimated effective tax
rate, or on our liquidity.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law. The CARES
Act and related notices included several significant provisions, including delaying certain payroll tax payments into fiscal
2022 and fiscal 2023.
As of May 29, 2022, we have not recognized a deferred tax liability for unremitted earnings of approximately $2.3 billion from
our foreign operations because we currently believe our subsidiaries have invested the undistributed earnings indefinitely or
the earnings will be remitted in a tax-neutral transaction. It is not practicable for us to determine the amount of unrecognized
tax expense on these reinvested earnings. Deferred taxes are recorded for earnings of our foreign operations when we
determine that such earnings are no longer indefinitely reinvested. All earnings prior to fiscal 2018 remain permanently
reinvested. Earnings from fiscal 2018 and later are not permanently reinvested and local country withholding taxes are
recorded on earnings each year.
We are subject to federal income taxes in the United States as well as various state, local, and foreign jurisdictions. A number
of years may elapse before an uncertain tax position is audited and finally resolved. While it is often difficult to predict the
final outcome or the timing of resolution of any particular uncertain tax position, we believe that our liabilities for income
taxes reflect the most likely outcome. We adjust these liabilities, as well as the related interest, in light of changing facts and
circumstances. Settlement of any particular position would usually require the use of cash.
The number of years with open tax audits varies depending on the tax jurisdiction. Our major taxing jurisdiction is the United
States (federal and state). Various tax examinations by United States state taxing authorities could be conducted for any open
tax year, which vary by jurisdiction, but are generally from 3 to 5 years.

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The Internal Revenue Service (IRS) is currently auditing our federal tax returns for fiscal 2016, 2018, and 2019. Several state
and foreign examinations are currently in progress. We do not expect these examinations to result in a material impact on our
results of operations or financial position. We have effectively settled all issues with the IRS for fiscal years 2015 and prior.
The Brazilian tax authority, Secretaria da Receita Federal do Brasil (RFB), has concluded audits of our 2012 through 2018
tax return years. These audits included a review of our determinations of amortization of certain goodwill arising from the
acquisition of Yoki Alimentos S.A. The RFB has proposed adjustments that effectively eliminate the goodwill amortization
benefits related to this transaction. We believe we have meritorious defenses and intend to continue to contest the disallowance
for all years.
We apply a more-likely-than-not threshold to the recognition and derecognition of uncertain tax positions. Accordingly, we
recognize the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement.
Future changes in judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the
period of such change.
The following table sets forth changes in our total gross unrecognized tax benefit liabilities, excluding accrued interest, for
fiscal 2022 and fiscal 2021. Approximately $81 million of this total in fiscal 2022 represents the amount that, if recognized,
would affect our effective income tax rate in future periods. This amount differs from the gross unrecognized tax benefits
presented in the table because certain of the liabilities below would impact deferred taxes if recognized. We also would record
a decrease in U.S. federal income taxes upon recognition of the state tax benefits included therein.
Fiscal Year
In Millions 2022 2021
Balance, beginning of year $145.3 $147.9
Tax positions related to current year:
Additions 21.6 20.1
Tax positions related to prior years:
Additions 10.4 6.3
Reductions (5.5) (7.2)
Settlements (2.4) (2.1)
Lapses in statutes of limitations (8.5) (19.7)
Balance, end of year $160.9 $145.3

As of May 29, 2022, we do not expect to pay unrecognized tax benefit liabilities and accrued interest within the next 12
months. We are not able to reasonably estimate the timing of future cash flows beyond 12 months due to uncertainties in the
timing of tax audit outcomes. Our unrecognized tax benefit liability was classified in other liabilities.
We report accrued interest and penalties related to unrecognized tax benefit liabilities in income tax expense. For fiscal 2022,
we recognized $2.0 million of tax-related net interest and penalties, and had $26.6 million of accrued interest and penalties as
of May 29, 2022. For fiscal 2021, we recognized $2.9 million of tax-related net interest and penalties, and had $24.9 million of
accrued interest and penalties as of May 30, 2021.

NOTE 16. COMMITMENTS AND CONTINGENCIES

As of May 29, 2022, we have issued guarantees and comfort letters of $147.2 million for the debt and other obligations of non-
consolidated affiliates, mainly CPW. Off-balance sheet arrangements were not material as of May 29, 2022.
During fiscal 2020, we received notice from the tax authorities of the State of São Paulo, Brazil regarding our compliance
with its state sales tax requirements. As a result, we have been assessed additional state sales taxes, interest, and penalties. We
believe that we have meritorious defenses against this claim and will vigorously defend our position. As of May 29, 2022, we
are unable to estimate any possible loss and have not recorded a loss contingency for this matter.

NOTE 17. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

We operate in the packaged foods industry. In fiscal 2022, we completed a new organization structure to streamline our
global operations. This global reorganization required us to reevaluate our operating segments. Under our new organization
structure, our chief operating decision maker assesses performance and makes decisions about resources to be allocated to our
operating segments as follows: North America Retail; International; Pet; and North America Foodservice.

83
We have restated our net sales by segment and segment operating profit to reflect our new operating segments. These segment
changes had no effect on previously reported consolidated net sales, operating profit, net earnings attributable to General
Mills, or earnings per share.
Our North America Retail operating segment includes convenience store businesses from our former Convenience Stores
& Foodservice segment. Within our North America Retail operating segment, our former U.S. Cereal operating unit and
U.S. Yogurt operating unit have been combined into the U.S. Morning Foods operating unit. Additionally, the U.S. Meals &
Baking Solutions operating unit combines the former U.S. Meals & Baking operating unit with certain businesses from the
U.S. Snacks operating unit. The Canada operating unit excludes Canada foodservice businesses which are now included in
our North America Foodservice operating segment. The resulting North America Foodservice operating segment exclusively
includes our foodservice business. Our International operating segment combines our former Europe & Australia and Asia &
Latin America operating segments. Our Pet operating segment is unchanged.
Our North America Retail operating segment reflects business with a wide variety of grocery stores, mass merchandisers,
membership stores, natural food chains, drug, dollar and discount chains, convenience stores, and e-commerce grocery
providers. Our product categories in this business segment include ready-to-eat cereals, refrigerated yogurt, soup, meal kits,
refrigerated and frozen dough products, dessert and baking mixes, frozen pizza and pizza snacks, snack bars, fruit snacks,
savory snacks, and a wide variety of organic products including ready-to-eat cereal, frozen and shelf-stable vegetables, meal
kits, fruit snacks, snack bars, and refrigerated yogurt.
Our International operating segment consists of retail and foodservice businesses outside of the United States and Canada.
Our product categories include super-premium ice cream and frozen desserts, meal kits, salty snacks, snack bars, dessert and
baking mixes, and shelf stable vegetables. We also sell super-premium ice cream and frozen desserts directly to consumers
through owned retail shops. Our International segment also includes products manufactured in the United States for export,
mainly to Caribbean and Latin American markets, as well as products we manufacture for sale to our international joint
ventures. Revenues from export activities are reported in the region or country where the end customer is located.
Our Pet operating segment includes pet food products sold primarily in the United States and Canada in national pet superstore
chains, e-commerce retailers, grocery stores, regional pet store chains, mass merchandisers, and veterinary clinics and
hospitals. Our product categories include dog and cat food (dry foods, wet foods, and treats) made with whole meats, fruits,
vegetables and other high-quality natural ingredients. Our tailored pet product offerings address specific dietary, lifestyle,
and life-stage needs and span different product types, diet types, breed sizes for dogs, lifestages, flavors, product functions,
and textures and cuts for wet foods.
Our North America Foodservice segment consists of foodservice businesses in the United States and Canada. Our major
product categories in our North America Foodservice operating segment are ready-to-eat cereals, snacks, refrigerated yogurt,
frozen meals, unbaked and fully baked frozen dough products, baking mixes, and bakery flour. Many products we sell are
branded to the consumer and nearly all are branded to our customers. We sell to distributors and operators in many customer
channels including foodservice, vending, and supermarket bakeries.
Operating profit for these segments excludes unallocated corporate items, gain or loss on divestitures, and restructuring,
impairment, and other exit costs. Unallocated corporate items include corporate overhead expenses, variances to planned
North American employee benefits and incentives, certain charitable contributions, restructuring initiative project-related
costs, gains and losses on corporate investments, and other items that are not part of our measurement of segment operating
performance. These include gains and losses arising from the revaluation of certain grain inventories and gains and losses from
mark-to-market valuation of certain commodity positions until passed back to our operating segments. These items affecting
operating profit are centrally managed at the corporate level and are excluded from the measure of segment profitability
reviewed by executive management. Under our supply chain organization, our manufacturing, warehouse, and distribution
activities are substantially integrated across our operations in order to maximize efficiency and productivity. As a result, fixed
assets and depreciation and amortization expenses are neither maintained nor available by operating segment.

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Our operating segment results were as follows:
Fiscal Year
In Millions 2022 2021 2020
Net sales:
North America Retail $ 11,572.0 $ 11,250.0 $ 10,978.1
International 3,315.7 3,656.8 3,365.1
Pet 2,259.4 1,732.4 1,694.6
North America Foodservice 1,845.7 1,487.8 1,588.8
Total $ 18,992.8 $ 18,127.0 $ 17,626.6
Operating profit:
North America Retail $ 2,699.7 $ 2,725.9 $ 2,708.9
International 232.0 236.6 132.5
Pet 470.6 415.0 390.7
North America Foodservice 255.5 203.3 255.3
Total segment operating profit $ 3,657.8 $ 3,580.8 $ 3,487.4
Unallocated corporate items 402.6 212.1 509.1
Divestitures (gain) loss (194.1) 53.5 —
Restructuring, impairment, and other exit (recoveries) costs (26.5) 170.4 24.4
Operating profit $ 3,475.8 $ 3,144.8 $ 2,953.9

Net sales for our North America Retail operating units were as follows:
Fiscal Year
In Millions 2022 2021 2020
U.S. Meals & Baking Solutions $ 4,023.8 $ 4,042.2 $ 3,869.3
U.S. Morning Foods 3,370.9 3,314.0 3,292.0
U.S. Snacks 3,191.4 2,940.5 2,919.7
Canada 985.9 953.3 897.1
Total $ 11,572.0 $ 11,250.0 $ 10,978.1

Net sales by class of similar products were as follows:

Fiscal Year
In Millions 2022 2021 2020
Snacks $ 3,960.9 $ 3,574.2 $ 3,529.7
Cereal 2,998.1 2,868.9 2,874.1
Convenient meals 2,988.5 3,030.2 2,814.3
Pet 2,260.1 1,732.4 1,694.6
Dough 1,986.3 1,866.1 1,801.1
Baking mixes and ingredients 1,843.6 1,695.5 1,674.2
Yogurt 1,714.9 2,074.8 2,056.6
Super-premium ice cream 782.2 819.7 718.1
Other 458.2 465.2 463.9
Total $18,992.8 $18,127.0 $17,626.6

The following tables provide financial information by geographic area:

Fiscal Year
In Millions 2022 2021 2020
Net sales:
United States $14,691.2 $13,496.9 $13,364.5
Non-United States 4,301.6 4,630.1 4,262.1
Total $18,992.8 $18,127.0 $17,626.6

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 May May
In Millions 29, 2022 30, 2021
Cash and cash equivalents:
United States $ 46.0 $ 817.9
Non-United States 523.4 687.3
Total $569.4 $1,505.2

May 29, May 30,

In Millions 2022 2021
Land, buildings, and equipment:
United States $ 2,675.2 $ 2,714.7
Non-United States 718.6 892.1
Total $ 3,393.8 $ 3,606.8

NOTE 18. SUPPLEMENTAL INFORMATION

The components of certain Consolidated Balance Sheet accounts are as follows:
May 29, May 30,
In Millions 2022 2021
Receivables:
Customers $1,720.4 $1,674.5
Less allowance for doubtful accounts (28.3) (36.0)
Total $1,692.1 $1,638.5

May 29, May 30,

In Millions 2022 2021
Inventories:
Finished goods $1,634.7 $1,506.9
Raw materials and packaging 532.0 411.9
Grain 164.0 111.2
Excess of FIFO over LIFO cost (a) (463.4) (209.5)
Total $1,867.3 $1,820.5

(a) Inventories of $1,127.1 million as of May 29, 2022, and $1,139.7 million as of May 30, 2021, were valued at LIFO. The
difference between replacement cost and the stated LIFO inventory value is not materially different from the reserve for
the LIFO valuation method.
May 29, May 30,
In Millions 2022 2021
Prepaid expenses and other current assets:
Marketable investments $249.8 $360.0
Prepaid expenses 213.5 221.7
Other receivables 182.8 139.1
Derivative receivables 86.1 37.5
Grain contracts 28.7 12.0
Miscellaneous 41.2 20.0
Total $802.1 $790.3

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 May 29, May 30,
In Millions 2022 2021
Assets held for sale:
Goodwill $130.0 $—
Inventories 22.9 —
Equipment 6.0 —
Total $158.9 $—

May 29, May 30,

In Millions 2022 2021
Land, buildings, and equipment:
Equipment $ 6,491.7 $ 6,732.7
Buildings 2,444.8 2,542.7
Capitalized software 717.8 718.5
Construction in progress 492.8 395.7
Land 55.1 67.4
Equipment under finance lease 7.8 7.8
Buildings under finance lease 0.3 0.3
Total land, buildings, and equipment 10,210.3 10,465.1
Less accumulated depreciation (6,816.5) (6,858.3)
Total $ 3,393.8 $ 3,606.8

May 29, May 30,

In Millions 2022 2021
Other assets:
Investments in and advances to joint ventures $ 513.8 $ 566.4
Right of use operating lease assets 336.8 378.6
Pension assets 52.6 30.0
Life insurance 17.5 18.6
Miscellaneous 307.4 274.0
Total $1,228.1 $1,267.6

May 29, May 30,

In Millions 2022 2021
Other current liabilities:
Accrued trade and consumer promotions $ 474.4 $ 580.9
Accrued payroll 435.6 434.4
Current portion of operating lease liabilities 106.7 111.2
Accrued interest, including interest rate swaps 70.1 80.0
Restructuring and other exit costs reserve 36.8 148.8
Accrued taxes 31.4 37.4
Dividends payable 25.3 24.1
Derivative payable, primarily commodity-related 19.9 39.2
Grain contracts 3.0 0.9
Miscellaneous 348.8 330.3
Total $1,552.0 $1,787.2

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 May 29, May 30,
In Millions 2022 2021
Other non-current liabilities:
Accrued compensation and benefits, including obligations for underfunded other
postretirement benefit and postemployment benefit plans $360.8 $ 707.7
Non-current portion of operating lease liabilities 248.3 283.2
Accrued taxes 233.0 215.6
Miscellaneous 87.0 86.2
Total $929.1 $1,292.7

Certain Consolidated Statements of Earnings amounts are as follows:

Fiscal Year
In Millions 2022 2021 2020
Depreciation and amortization $570.3 $601.3 $594.7
Research and development expense 243.1 239.3 224.4
Advertising and media expense (including production and communication costs) 690.1 736.3 691.8

The components of interest, net are as follows:

Fiscal Year
Expense (Income), in Millions 2022 2021 2020
Interest expense $387.2 $430.9 $475.1
Capitalized interest (3.8) (3.2) (2.6)
Interest income (3.8) (7.4) (6.0)
Interest, net $379.6 $420.3 $466.5

Certain Consolidated Statements of Cash Flows amounts are as follows:

Fiscal Year
In Millions 2022 2021 2020
Cash interest payments $357.8 $412.5 $418.5
Cash paid for income taxes 545.3 636.1 403.3

NOTE 19. QUARTERLY DATA (UNAUDITED)

Summarized quarterly data for fiscal 2022 and fiscal 2021 follows:
First Quarter Second Quarter Third Quarter Fourth Quarter
Fiscal Year Fiscal Year Fiscal Year Fiscal Year
In Millions, Except Per
Share Amounts 2022 2021 2022 2021 2022 2021 2022 2021
Net sales $4,539.9 $4,364.0 $5,024.0 $4,719.4 $4,537.7 $4,520.0 $4,891.2 $4,523.6
Gross margin 1,597.4 1,590.4 1,631.2 1,721.1 1,403.7 1,553.9 1,769.9 1,582.9
Net earnings attributable to
General Mills 627.0 638.9 597.2 688.4 660.3 595.7 822.8 416.8
EPS:
Basic $ 1.03 $ 1.04 $ 0.98 $ 1.12 $ 1.09 $ 0.97 $ 1.36 $ 0.68
Diluted $ 1.02 $ 1.03 $ 0.97 $ 1.11 $ 1.08 $ 0.96 $ 1.35 $ 0.68

In the fourth quarter of fiscal 2022, we recorded an additional gain on the sale of our interests in Yoplait SAS, Yoplait Marques
SNC and Liberté Marques Sàrl of $14.9 million and an additional gain on the sale of our European dough businesses of $9.2
million. We also recorded $16.0 million of transaction costs primarily related to the sale of our interests in Yoplait SAS,
Yoplait Marques SNC, and Liberté Marques Sàrl, the sale of our European dough businesses, the definitive agreements to sell

88
our Helper main meals and Suddenly Salad side dishes business, and the definitive agreement to acquire TNT Crust. We also
recorded a $34.0 million loss associated with the valuation of a corporate investment. In addition, we recorded a $34.0 million
reduction related to our restructuring reserve.
In the fourth quarter of fiscal 2021, we approved restructuring actions designed to better align our organizational structure
and resources with strategic initiatives and recorded $157.3 million of charges. We recorded a loss on the sale of our Laticínios
Carolina business in Brazil of $53.5 million in the fourth quarter of fiscal 2021. In the fourth quarter of fiscal 2021, we
recorded $9.5 million of transaction costs related to our non-binding memorandum of understanding to sell our interests in
Yoplait SAS, Yoplait Marques SNC, and Liberté Marques Sàrl and our planned acquisition of Tyson Foods’ pet treats business.
We also recorded an $8.8 million gain related to indirect taxes in Brazil and an $11.2 million loss related to deferred taxes on
amendments to reorganize certain U.S. retiree health and welfare benefit plans.

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Glossary
AOCI. Accumulated other comprehensive income (loss).
Adjusted diluted EPS. Diluted EPS adjusted for certain items affecting year-to-year comparability.
Adjusted EBITDA. The calculation of earnings before income taxes and after-tax earnings from joint ventures, net interest,
and depreciation and amortization adjusted for certain items affecting year-to-year comparability.
Adjusted operating profit. Operating profit adjusted for certain items affecting year-to-year comparability.
Adjusted operating profit margin. Operating profit adjusted for certain items affecting year-to-year comparability, divided
by net sales.
Constant currency. Financial results translated to United States dollars using constant foreign currency exchange rates based
on the rates in effect for the comparable prior-year period. To present this information, current period results for entities
reporting in currencies other than United States dollars are translated into United States dollars at the average exchange rates
in effect during the corresponding period of the prior fiscal year, rather than the actual average exchange rates in effect during
the current fiscal year. Therefore, the foreign currency impact is equal to current year results in local currencies multiplied
by the change in the average foreign currency exchange rate between the current fiscal period and the corresponding period
of the prior fiscal year.
Core working capital. Accounts receivable plus inventories less accounts payable, all as of the last day of
our fiscal year.
COVID-19. Coronavirus disease (COVID-19) is an infectious disease caused by a newly discovered coronavirus. In March
2020, the World Health Organization declared COVID-19 a global pandemic.
Derivatives. Financial instruments such as futures, swaps, options, and forward contracts that we use to manage our risk
arising from changes in commodity prices, interest rates, foreign exchange rates, and equity prices.
Earnings before interest, taxes, depreciation and amortization (EBITDA). The calculation of earnings before income
taxes and after-tax earnings from joint ventures, net interest, depreciation and amortization.
Euribor. European Interbank Offered Rate.
Fair value hierarchy. For purposes of fair value measurement, we categorize assets and liabilities into one of three levels
based on the assumptions (inputs) used in valuing the asset or liability. Level 1 provides the most reliable measure of fair value,
while Level 3 generally requires significant management judgment. The three levels are defined as follows:
Level 1:  Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or
liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3: Unobservable inputs reflecting management’s assumptions about the inputs used in pricing the asset
or liability.
Free cash flow. Net cash provided by operating activities less purchases of land, buildings, and equipment.
Free cash flow conversion rate. Free cash flow divided by our net earnings, including earnings attributable to redeemable
and noncontrolling interests adjusted for certain items affecting year-to-year comparability.
Generally accepted accounting principles (GAAP). Guidelines, procedures, and practices that we are required to use in
recording and reporting accounting information in our financial statements.
Goodwill. The difference between the purchase price of acquired companies plus the fair value of any redeemable and
noncontrolling interests and the related fair values of net assets acquired.
Gross margin. Net sales less cost of sales.
Hedge accounting. Accounting for qualifying hedges that allows changes in a hedging instrument’s fair value to offset
corresponding changes in the hedged item in the same reporting period. Hedge accounting is permitted for certain hedging
instruments and hedged items only if the hedging relationship is highly effective, and only prospectively from the date a
hedging relationship is formally documented.

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Holistic Margin Management (HMM). Company-wide initiative to use productivity savings, mix management, and price
realization to offset input cost inflation, protect margins, and generate funds to reinvest in sales-generating activities.
Interest bearing instruments. Notes payable, long-term debt, including current portion, cash and cash equivalents, and
certain interest bearing investments classified within prepaid expenses and other current assets and other assets.
LIBOR. London Interbank Offered Rate.
Mark-to-market. The act of determining a value for financial instruments, commodity contracts, and related assets or
liabilities based on the current market price for that item.
Net debt. Long-term debt, current portion of long-term debt, and notes payable, less cash and cash equivalents.
Net debt-to-adjusted EBITDA ratio. Net debt divided by Adjusted EBITDA.
Net mark-to-market valuation of certain commodity positions. Realized and unrealized gains and losses on derivative
contracts that will be allocated to segment operating profit when the exposure we are hedging affects earnings.
Net price realization. The impact of list and promoted price changes, net of trade and other price promotion costs.
Net realizable value. The estimated selling price in the ordinary course of business, less reasonably predictable costs of
completion, disposal, and transportation.
Noncontrolling interests. Interests of consolidated subsidiaries held by third parties.
Notional principal amount. The principal amount on which fixed-rate or floating-rate interest payments are calculated.
OCI. Other comprehensive income (loss).
Operating cash flow conversion rate. Net cash provided by operating activities, divided by net earnings, including earnings
attributable to redeemable and noncontrolling interests.
Operating cash flow to net debt ratio. Net debt divided by cash provided by operating activities.
Organic net sales growth. Net sales growth adjusted for foreign currency translation, as well as acquisitions, divestitures,
and a 53rd week impact, when applicable.
Project-related costs. Costs incurred related to our restructuring initiatives not included in restructuring charges.
Redeemable interest. Interest of consolidated subsidiaries held by a third party that can be redeemed outside of our control
and therefore cannot be classified as a noncontrolling interest in equity.
Reporting unit. An operating segment or a business one level below an operating segment.
Strategic Revenue Management (SRM). A company-wide capability focused on generating sustainable benefits from net
price realization and mix by identifying and executing against specific opportunities to apply tools including pricing, sizing,
mix management, and promotion optimization across each of our businesses.
Supply chain input costs. Costs incurred to produce and deliver product, including costs for ingredients and conversion,
inventory management, logistics, and warehousing.
Total debt. Notes payable and long-term debt, including current portion.
Translation adjustments. The impact of the conversion of our foreign affiliates’ financial statements to United States dollars
for the purpose of consolidating our financial statements.
Variable interest entities (VIEs). A legal structure that is used for business purposes that either (1) does not have equity
investors that have voting rights and share in all the entity’s profits and losses or (2) has equity investors that do not provide
sufficient financial resources to support the entity’s activities.
Working capital. Current assets and current liabilities, all as of the last day of our fiscal year.

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ITEM 9 - Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
ITEM 9A - Controls and Procedures
We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief
Financial Officer, have evaluated the effectiveness 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 29, 2022, 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 29, 2022, 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 29, 2022. 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 29, 2022.
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 29, 2022
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 1 - Election of Directors” and “Shareholder Director
Nominations” contained in our definitive Proxy Statement for our 2022 Annual Meeting of Shareholders is incorporated
herein by reference.
Information regarding our executive officers is set forth in Item 1 of this report.

92
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 2022 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.generalmills.
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 2022 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 sections entitled “Ownership of General Mills Common Stock by Directors, Officers and
Certain Beneficial Owners” and “Equity Compensation Plan Information” in our definitive Proxy Statement for our 2022
Annual Meeting of Shareholders is incorporated herein by reference.
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 2022 Annual Meeting of Shareholders is incorporated herein by reference.
ITEM 14 - Principal Accounting Fees and Services
The information contained in the section entitled “Independent Registered Public Accounting Firm Fees” in our definitive
Proxy Statement for our 2022 Annual Meeting of Shareholders is incorporated herein by reference.
PART IV
ITEM 15 - Exhibits and Financial Statement Schedules
1.  Financial Statements:
The following financial statements are included in Item 8 of this report:
Consolidated Statements of Earnings for the fiscal years ended May 29, 2022, May 30, 2021, and May 31, 2020.
 onsolidated Statements of Comprehensive Income for the fiscal years ended May 29, 2022, May 30, 2021, and
C
May 31, 2020.
Consolidated Balance Sheets as of May 29, 2022 and May 30, 2021.
Consolidated Statements of Cash Flows for the fiscal years ended May 29, 2022, May 30, 2021, and May 31, 2020.
 onsolidated Statements of Total Equity and Redeemable Interest for the fiscal years ended May 29, 2022, May 30, 2021,
C
and May 31, 2020.
Notes to Consolidated Financial Statements.
Report of Management Responsibilities.
Report of Independent Registered Public Accounting Firm. PCAOB ID: 185.
2.  Financial Statement Schedule:
For the fiscal years ended May 29, 2022, May 30, 2021, and May 31, 2020:
II – Valuation and Qualifying Accounts

93
3. 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).

94
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 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).

10.24 Protocol of Cereal Partners Worldwide, dated November 21, 1989, and Addendum No. 1 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).

10.25 Addendum No. 2 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).

10.26 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).

10.27+ 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).

10.28 Addendum No. 10 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).

10.29+ Addendum No. 11 to the Protocol of Cereal Partners Worldwide, effective July 17, 2012, 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 August 26, 2012).

95
 10.30 Five-Year Credit Agreement, dated as of April 12, 2021, among the Company, the several financial institutions
from time to time party to the agreement, and Bank of America, N.A., as Administrative Agent (incorporated
herein by reference to Exhibit 10 to the Company’s Current Report on Form 8-K filed April 15, 2021).

21.1 Subsidiaries of the Company.

23.1 Consent of Independent Registered Public Accounting Firm.

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended
May 29, 2022 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.

104 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.

96
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 29, 2022
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 Chairman of the Board, Chief Executive Officer, June 29, 2022
Jeffrey L. Harmening and Director
(Principal Executive Officer)

/s/ Kofi A. Bruce Chief Financial Officer June 29, 2022

Kofi A. Bruce (Principal Financial Officer)

/s/ Mark A. Pallot Vice President, Chief Accounting Officer June 29, 2022
Mark A. Pallot (Principal Accounting Officer)

/s/ R. Kerry Clark Director June 29, 2022

R. Kerry Clark

/s/ David M. Cordani Director June 29, 2022

David M. Cordani

/s/ C. Kim Goodwin Director June 29, 2022

C. Kim Goodwin

/s/ Maria G. Henry Director June 29, 2022

Maria G. Henry

/s/ Jo Ann Jenkins Director June 29, 2022

Jo Ann Jenkins

/s/ Elizabeth C. Lempres Director June 29, 2022

Elizabeth C. Lempres

/s/ Diane L. Neal Director June 29, 2022

Diane L. Neal

/s/ Steve Odland Director June 29, 2022

Steve Odland

/s/ Maria A. Sastre Director June 29, 2022

Maria A. Sastre

/s/ Eric D. Sprunk Director June 29, 2022

Eric D. Sprunk

/s/ Jorge A. Uribe Director June 29, 2022

Jorge A. Uribe

97
General Mills, Inc. and Subsidiaries
Schedule II - Valuation of Qualifying Accounts
Fiscal Year
In Millions 2022 2021 2020
Allowance for doubtful accounts:
Balance at beginning of year $ 36.0 $ 33.2 $ 28.8
Additions charged to expense 23.0 25.7 25.9
Bad debt write-offs (26.4) (29.9) (22.9)
Other adjustments and reclassifications (4.3) 7.0 1.4
Balance at end of year $ 28.3 $ 36.0 $ 33.2
Valuation allowance for deferred tax assets:
Balance at beginning of year $229.2 $214.2 $213.7
(Benefits) additions charged to expense (41.6) 9.1 4.2
Adjustments due to acquisitions, translation of amounts, and other (2.5) 5.9 (3.7)
Balance at end of year $185.1 $229.2 $214.2
Reserve for restructuring and other exit charges:
Balance at beginning of year $148.8 $ 17.8 $ 36.5
Additions charged to expense, including translation amounts 3.4 143.9 (2.5)
Reserve adjustment (34.0) — —
Net amounts utilized for restructuring activities (81.4) (12.9) (16.2)
Balance at end of year $ 36.8 $148.8 $ 17.8
Reserve for LIFO valuation:
Balance at beginning of year $209.5 $202.1 $213.5
Increase (decrease) 253.9 7.4 (11.4)
Balance at end of year $463.4 $209.5 $202.1

98
 Shareholder Information
Markets Electronic Access to Proxy Statement and Annual Report
New York Stock Exchange Shareholders are encouraged to enroll in the electronic
Trading Symbol: GIS delivery program. Please see the Investors section of
GeneralMills.com, or go directly to the website, ICSDelivery.
Independent Auditor com/GIS and follow the instructions to enroll. If your General
KPMG LLP: (612) 305-5000 Mills shares are not registered in your name, contact your
bank or broker to enroll in this program.
Investor Inquiries
General Investor Information: Notice of Annual Meeting
(800) 245-5703 The annual meeting of shareholders will be held online at
www.virtualshareholdermeeting.com/GIS2022 at 8:30 a.m.,
Jeff Siemon Central Daylight Time, Tuesday, September 27, 2022. Please
Vice President, Investor Relations refer to the Proxy Statement for information concerning the
meeting.
Transfer Agent
Our transfer agent can assist you with a variety of General Mills Direct Stock Purchase Plan
services, including change of address or questions This plan provides a convenient and economical way to invest
about dividend checks: in General Mills stock without paying brokerage commissions
and other fees on your purchases and reinvestments. For
Equiniti Trust Company more information and a copy of a plan prospectus, go to the
(800) 670-4763 Investors section of GeneralMills.com.
www.shareowneronline.com
Total Return to Shareholders
Holiday Gift Boxes Return on $100 invested on May 28, 2017; stock price
To order a General Mills holiday gift box, please appreciation plus reinvested dividends.
visit GMIHolidayGiftBox.com, call us toll free at 250
Total Return Index

(888) 496-7809 or write to us including your 200

name, address and phone number: 150

100
2020 General Mills Holiday Gift Box
50
Department 12280
0
P.O. Box 5018 May 17 May 18 May 19 May 20 May 21 May 22
Stacy, MN 55078-5018 General mills S&P 500 S&P Packaged Food

General Mills Board of Directors

As of August 8, 2022

R. Kerry Clark Jo Ann Jenkins Maria A. Sastre

Retired Chairman and Chief Chief Executive Officer, AARP, Inc. Retired President and Chief
Executive Officer, Cardinal Health, (nonprofit services) Operating Officer, Signature Flight
Inc. (healthcare products and Support Corporation (aviation)
services) Elizabeth C. Lempres
Retired Senior Partner, McKinsey Eric D. Sprunk
David M. Cordani & Company (management Retired Chief Operating Officer,
Chairman and Chief Executive consulting) NIKE, Inc. (athletic footwear and
Officer, Cigna Corporation (health apparel)
insurance and services) Diane L. Neal
Retired Chief Executive Officer, Jorge A. Uribe
Prepared by www.argyleteam.com

C. Kim Goodwin Sur la Table, Inc. (consumer-facing Retired Global Productivity and
Private Investor (financial services) retail company) Organization Transformation
Officer, The Procter & Gamble
Jeffrey L. Harmening Steve Odland
Company (consumer products)
Chairman and Chief Executive President and Chief Executive
Officer, General Mills, Inc. Officer, The Conference Board
and Former Chairman and Chief
Maria G. Henry Executive Officer, Office Depot,
Executive Vice President and Inc. (office products retailer) and
Senior Advisor, Kimberly-Clark AutoZone, Inc.
Corporation (consumer products) (consumer-facing retail company)