10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☑

QUARTERLY

REPORT

PURSUANT

SECTION

15(d)

THE

SECURITIES

EXCHANGE

ACT

1934

FOR THE QUARTERLY

PERIOD ENDED

NOVEMBER 26, 2023

☐

TRANSITION

REPORT

PURSUANT

SECTION

15(d)

THE

SECURITIES

EXCHANGE

ACT

1934

FOR THE TRANSITION PERIOD FROM

Commission file number:

001-01185

________________

GENERAL MILLS, INC.

(Exact name of registrant as specified in its charter)

Delaware

41-0274440

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

Number One General Mills Boulevard

Minneapolis

Minnesota

55426

(Address of principal executive offices)

(Zip Code)

(763)

764-7600

(Registrant’s telephone number,

including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, $.10 par value

GIS

New York Stock Exchange

0.125% Notes due 2025

GIS 25A

New York Stock Exchange

0.450% Notes due 2026

GIS 26

New York Stock Exchange

1.500% Notes due 2027

GIS 27

New York Stock Exchange

3.907% Notes due 2029

GIS 29

New York Stock Exchange

________________

Indicate

check

mark

whether

the

registrant

(1)

has

filed

all

reports

required

filed

Section

15(d)

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

☑

☐

Indicate

check

mark

whether

the

registrant

has

submitted

electronically

every

Interactive

Data

File

required

submitted

pursuant to Rule 405

of Regulation S-T (§

232.405 of this chapter) during

the preceding 12 months (or

for such shorter period that

the

registrant was required to submit such files).

Yes

☑

☐

Indicate by check mark

whether the registrant is a

large accelerated filer,

an accelerated filer,

a non-accelerated filer,

smaller reporting

company,

emerging

growth

company.

See

the

definitions

“large

accelerated

filer,”

“accelerated

filer,”

“smaller

reporting

company,” and “emerging

growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

emerging

growth

company,

indicate

check

mark

the

registrant

has

elected

not

use

the

extended

transition

period

for

complying with any new or revised financial accounting standards provided

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

☐

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

in Rule 12b-2 of the Exchange Act).

Yes

☐

☑

Number

of shares

of Common

Stock outstanding

as of

December 13,

2023:

567,890,100

(excluding

186,723,228

shares held

in the

treasury).

General Mills, Inc.

Table of Contents

Page

PART I – Financial Information

Item 1. Financial Statements

Consolidated Statements of Earnings for the quarters and six-month periods ended November 26, 2023 and

November 27, 2022

Consolidated Statements of Comprehensive Income for the quarters and six-month periods ended November

26, 2023 and November 27, 2022

Consolidated Balance Sheets as of November 26, 2023 and May 28, 2023

Consolidated Statements of Total Equity for the quarters and six-month periods ended November 26, 2023

and November 27, 2022

Consolidated Statements of Cash Flows for the six-month periods ended November 26, 2023 and November

27, 2022

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II – Other Information

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 5. Other Information

Item 6. Exhibits

Signatures

PART

FINANCIAL INFORMATION

Item 1.

Financial Statements

Consolidated Statements of Earnings

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions, Except per Share Data)

Quarter Ended

Six-Month Period Ended

Nov. 26, 2023

Nov. 27, 2022

Nov. 26, 2023

Nov. 27, 2022

Net sales

5,139.4

5,220.7

10,044.1

9,938.3

Cost of sales

3,373.5

3,515.6

6,507.7

6,785.5

Selling, general, and administrative expenses

830.5

894.2

1,669.8

1,685.6

Divestitures gain, net

(430.9)

Restructuring, impairment, and other exit costs

123.6

11.1

124.8

12.7

Operating profit

811.8

799.8

1,741.8

1,885.4

Benefit plan non-service income

(20.1)

(21.7)

(37.1)

(43.4)

Interest, net

117.8

91.5

234.8

179.2

Earnings before income taxes and after-tax earnings

from

joint ventures

714.1

730.0

1,544.1

1,749.6

Income taxes

136.0

147.1

309.2

363.2

After-tax earnings from joint ventures

24.2

25.4

47.7

45.2

Net earnings, including earnings attributable to

noncontrolling interests

602.3

608.3

1,282.6

1,431.6

Net earnings attributable to noncontrolling interests

6.8

2.4

13.6

5.7

Net earnings attributable to General Mills

595.5

605.9

1,269.0

1,425.9

Earnings per share – basic

1.03

1.01

2.18

2.38

Earnings per share – diluted

1.02

1.01

2.16

2.36

See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

Quarter Ended

Six-Month Period Ended

Nov. 26, 2023

Nov. 27, 2022

Nov. 26, 2023

Nov. 27, 2022

Net earnings, including earnings attributable to

noncontrolling interests

602.3

608.3

1,282.6

1,431.6

Other comprehensive loss, net of tax:

Foreign currency translation

(22.3)

(115.0)

(40.4)

(111.2)

Other fair value changes:

Hedge derivatives

1.9

20.8

(0.4)

(17.5)

Reclassification to earnings:

Foreign currency translation

(7.4)

Hedge derivatives

(2.4)

1.0

(2.2)

(0.4)

Amortization of losses and prior service costs

9.2

14.2

18.3

28.3

Other comprehensive loss, net of tax

(13.6)

(79.0)

(24.7)

(108.2)

Total comprehensive

income

588.7

529.3

1,257.9

1,323.4

Comprehensive income attributable to noncontrolling

interests

7.1

3.0

14.0

5.0

Comprehensive income attributable to General Mills

581.6

526.3

1,243.9

1,318.4

See accompanying notes to consolidated financial statements.

Consolidated Balance Sheets

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except Par Value)

Nov. 26, 2023

May 28, 2023

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

593.8

585.5

Receivables

1,758.8

1,683.2

Inventories

2,166.0

2,172.0

Prepaid expenses and other current assets

527.0

735.7

Total current

assets

5,045.6

5,176.4

Land, buildings, and equipment

3,598.9

3,636.2

Goodwill

14,441.8

14,511.2

Other intangible assets

6,963.3

6,967.6

Other assets

1,183.8

1,160.3

Total assets

31,233.4

31,451.7

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

3,824.4

4,194.2

Current portion of long-term debt

1,321.0

1,709.1

Notes payable

799.2

31.7

Other current liabilities

1,957.6

1,600.7

Total current

liabilities

7,902.2

7,535.7

Long-term debt

10,530.5

9,965.1

Deferred income taxes

2,026.6

2,110.9

Other liabilities

1,142.2

1,140.0

Total liabilities

21,601.5

20,751.7

Stockholders' equity:

Common stock,

754.6

shares issued, $

0.10

par value

75.5

Additional paid-in capital

1,201.8

1,222.4

Retained earnings

20,080.9

19,838.6

Common stock in treasury,

at cost, shares of

185.7

and

168.0

(9,677.4)

(8,410.0)

Accumulated other comprehensive loss

(2,302.0)

(2,276.9)

Total stockholders'

equity

9,378.8

10,449.6

Noncontrolling interests

253.1

250.4

Total equity

9,631.9

10,700.0

Total liabilities and equity

31,233.4

31,451.7

See accompanying notes to consolidated financial statements.

Consolidated Statements of Total

Equity

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions, Except per Share Data)

Quarter Ended

Nov. 26, 2023

Nov. 27, 2022

Amount

Total equity,

beginning balance

10,515.4

10,825.6

Common stock,

billion shares authorized, $

0.10

par value

754.6

75.5

754.6

75.5

Additional paid-in capital:

Beginning balance

1,185.7

1,146.1

Stock compensation plans

(6.5)

(7.4)

Unearned compensation related to stock unit awards

(0.5)

(6.8)

Earned compensation

23.1

23.4

Ending balance

1,201.8

1,155.3

Retained earnings:

Beginning balance

20,163.6

19,027.6

Net earnings attributable to General Mills

595.5

605.9

Cash dividends declared ($

1.18

and $

1.08

per share)

(678.2)

(641.6)

Ending balance

20,080.9

18,991.9

Common stock in treasury:

Beginning balance

(173.4)

(8,874.3)

(160.3)

(7,676.0)

Shares purchased, including $

7.9

million of excise tax

(12.4)

(808.8)

(5.2)

(400.5)

Stock compensation plans

0.1

5.7

1.1

53.0

Ending balance

(185.7)

(9,677.4)

(164.4)

(8,023.5)

Accumulated other comprehensive loss:

Beginning balance

(2,288.1)

(1,998.4)

Other comprehensive loss

(13.9)

(79.6)

Ending balance

(2,302.0)

(2,078.0)

Noncontrolling interests:

Beginning balance

253.0

250.8

Comprehensive income

7.1

3.0

Distributions to noncontrolling interest holders

(7.7)

(2.9)

Change in ownership interest

0.7

Ending balance

253.1

250.9

Total equity,

ending balance

9,631.9

10,372.1

See accompanying notes to consolidated financial statements.

Consolidated Statements of Total

Equity

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions, Except per Share Data)

Six-Month Period Ended

Nov. 26, 2023

Nov. 27, 2022

Amount

Total equity,

beginning balance

10,700.0

10,788.0

Common stock,

billion shares authorized, $

0.10

par value

754.6

75.5

754.6

75.5

Additional paid-in capital:

Beginning balance

1,222.4

1,182.9

Stock compensation plans

0.8

1.9

Unearned compensation related to stock unit awards

(79.9)

(85.8)

Earned compensation

58.5

56.3

Ending balance

1,201.8

1,155.3

Retained earnings:

Beginning balance

19,838.6

18,532.6

Net earnings attributable to General Mills

1,269.0

1,425.9

Cash dividends declared ($

1.77

and $

1.62

per share)

(1,026.7)

(966.6)

Ending balance

20,080.9

18,991.9

Common stock in treasury:

Beginning balance

(168.0)

(8,410.0)

(155.7)

(7,278.1)

Shares purchased, including $

12.1

million of excise tax

(18.8)

(1,313.5)

(12.1)

(901.3)

Stock compensation plans

1.1

46.1

3.4

155.9

Ending balance

(185.7)

(9,677.4)

(164.4)

(8,023.5)

Accumulated other comprehensive loss:

Beginning balance

(2,276.9)

(1,970.5)

Other comprehensive loss

(25.1)

(107.5)

Ending balance

(2,302.0)

(2,078.0)

Noncontrolling interests:

Beginning balance

250.4

245.6

Comprehensive income

14.0

5.0

Distributions to noncontrolling interest holders

(12.0)

(4.8)

Change in ownership interest

0.7

Divestiture

5.1

Ending balance

253.1

250.9

Total equity,

ending balance

9,631.9

10,372.1

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

Six-Month Period Ended

Nov. 26, 2023

Nov. 27, 2022

Cash Flows - Operating Activities

Net earnings, including earnings attributable to noncontrolling interests

1,282.6

1,431.6

Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization

265.8

273.9

After-tax earnings from joint ventures

(47.7)

(45.2)

Distributions of earnings from joint ventures

23.5

26.5

Stock-based compensation

58.5

57.6

Deferred income taxes

(58.7)

(48.1)

Pension and other postretirement benefit plan contributions

(12.5)

(12.7)

Pension and other postretirement benefit plan costs

(13.5)

Divestitures gain, net

(430.9)

Restructuring, impairment, and other exit costs

123.1

(13.7)

Changes in current assets and liabilities, excluding the effects of

acquisitions and divestitures

(166.1)

(64.4)

Other, net

40.8

39.6

Net cash provided by operating activities

1,495.8

1,200.7

Cash Flows - Investing Activities

Purchases of land, buildings, and equipment

(293.9)

(226.7)

Acquisition, net of cash acquired

(25.5)

(251.5)

Proceeds from divestitures, net of cash divested

610.7

Investments in affiliates, net

(1.5)

(1.4)

Proceeds from disposal of land, buildings, and equipment

0.1

0.5

Other, net

4.6

(6.5)

Net cash (used) provided by investing activities

(316.2)

125.1

Cash Flows - Financing Activities

Change in notes payable

766.9

353.4

Issuance of long-term debt

500.0

Payment of long-term debt

(400.0)

(600.0)

Proceeds from common stock issued on exercised options

5.7

118.5

Purchases of common stock for treasury

(1,301.4)

(901.3)

Dividends paid

(691.0)

(647.9)

Distributions to noncontrolling interest holders

(12.0)

(4.8)

Other, net

(41.8)

(48.4)

Net cash used by financing activities

(1,173.6)

(1,230.5)

Effect of exchange rate changes on cash and cash equivalents

2.3

(20.6)

Increase in cash and cash equivalents

8.3

74.7

Cash and cash equivalents - beginning of year

585.5

569.4

Cash and cash equivalents - end of period

593.8

644.1

Cash Flow from changes in current assets and liabilities, excluding the effects

acquisitions and divestitures:

Receivables

(69.2)

(200.8)

Inventories

13.8

(278.5)

Prepaid expenses and other current assets

209.0

62.9

Accounts payable

(329.1)

112.5

Other current liabilities

9.4

239.5

Changes in current assets and liabilities

(166.1)

(64.4)

See accompanying notes to consolidated financial statements.

GENERAL MILLS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(Unaudited)

(1) Background

The accompanying

Consolidated Financial

Statements of

General Mills,

Inc. (we,

us, our,

General Mills,

or the Company)

have been

prepared in

accordance with

accounting principles

generally accepted

in the

United States

(GAAP) for

interim financial

information

and with

the rules

and regulations

for reporting

on Form

10-Q. Accordingly,

they do

not include

certain information

and disclosures

required

for

comprehensive

financial

statements.

the

opinion

management,

all

adjustments

considered

necessary

for

fair

presentation have

been included

and are

of a

normal recurring

nature, including

the elimination

of all

intercompany transactions

and

any

noncontrolling

interests’

those

transactions.

Operating

results

for

the

fiscal

quarter

ended

November

26,

2023,

are not

necessarily indicative of the results that may be expected for the fiscal year ending

May 26, 2024.

These

statements

should

read

conjunction

with

the

Consolidated

Financial

Statements

and

footnotes

included

our

Annual

Report on Form

10-K for the fiscal

year ended May

28, 2023. The

accounting policies used

in preparing these

Consolidated Financial

Statements are the same as those described in Note 2 to the Consolidated Financial

Statements in that Form 10-K with the exception of

new requirements adopted in the first quarter of fiscal 2024.

In the first quarter

of fiscal 2024, we

adopted optional accounting guidance

to ease the burden

in accounting for reference

rate reform.

The new

standard provides

temporary expedients

and exceptions

to existing

accounting requirements

for contract

modifications

and

hedge accounting

related to transitioning

from discontinued

reference rates.

This resulted in

modifying contracts,

where necessary,

apply a new reference rate,

primarily SOFR. The adoption of

this accounting guidance did not

have a material impact on our results

operations or financial position.

In the

first quarter

of fiscal

2024, we adopted

new requirements

for enhanced

disclosures related

to supplier

financing programs.

The

new standard requires

disclosure of the

key terms of

the program and

a rollforward of

the related obligation

during the annual

period,

including

the

amount

obligations

confirmed

and

obligations

subsequently

paid.

have

historically

presented

the

key

terms

these programs

and the associated

obligation outstanding

(please see Note

6). The

rollforward requirement

is effective

in fiscal 2025.

The adoption did not have a material impact on our financial statements and related

disclosures.

Certain terms used throughout this report are defined in the “Glossary” section below.

(2) Acquisition and Divestiture

During

the first

quarter

of fiscal

2023,

acquired

TNT Crust,

manufacturer

of high-quality

frozen pizza

crusts

for

regional

and

national pizza

chains, foodservice

distributors, and

retail outlets,

for a

purchase price

of $

253.0

million. We

financed the

transaction

with U.S. commercial paper.

We consolidated

the TNT Crust business into

our Consolidated Balance Sheets

and recorded goodwill

156.7

million. The

goodwill is

included in

the North

America Foodservice

segment and

is not

deductible for

tax purposes.

The pro

forma effects of this acquisition were not material.

During the

first quarter

of fiscal

2023,

we completed

the sale

of our

Helper main

meals and

Suddenly

Salad side

dishes business

Eagle Family Foods Group for $

606.8

million and recorded a pre-tax gain of $

442.2

million.

(3) Restructuring, Impairment, and Other Exit Costs

Restructuring and impairment charges were as follows:

Quarter Ended

Six-Month Period Ended

In Millions

Nov. 26, 2023

Nov. 27, 2022

Nov. 26, 2023

Nov. 27, 2022

Goodwill impairment

117.1

Commercial strategy action

5.1

Charges associated with restructuring actions

previously announced

9.7

11.6

19.5

13.9

Total

131.9

11.6

141.7

13.9

In the second

quarter of fiscal

2024, we recorded

a $

117.1

million non-cash goodwill

impairment charge

related to our Latin

America

reporting unit.

Please see Note 4 for additional information.

the

second

quarter

fiscal

2024,

approved

restructuring

action

enhance

the

go-to-market

commercial

strategy

and

associated

organizational

structure

our

Pet

segment.

expect

incur

approximately

million

restructuring

charges

and

project-related expenses

related to

this action,

of which

approximately $

million will

be cash.

These charges

are expected

to consist

approximately

million

accelerated

depreciation

and

million

other

costs,

including

severance.

recognized

2.4

million of

accelerated depreciation

and $

2.7

million of other

costs, including

severance, in the

six-month period

ended November 26,

2023. We expect

this action to be completed by the end of fiscal 2026.

the

second

quarter

fiscal

2024,

increased

the

estimate

restructuring

charges

that

expect

incur

our

previously announced

actions in the

International segment

to drive efficiencies

in manufacturing

and logistics operations.

As a result,

expect

incur

additional

million

restructuring

charges,

primarily

million

fixed

asset

impairments

recorded in the second quarter of fiscal 2024 and $

million of accelerated depreciation. We

expect to incur approximately $

million

restructuring

charges

and

project-related

costs,

which

approximately

million

will

cash.

These

charges

are

expected

consist of

approximately $

million of

severance and

million of

other costs,

primarily asset

write-offs. We

expect these

actions

to be completed by the end of fiscal 2025.

We recorded

9.7

million of restructuring charges in the second

quarter of fiscal 2024 and $

19.5

million of restructuring charges in the

six-month

period

ended

November

26,

2023,

restructuring

actions

previously

announced.

recorded

11.6

million

restructuring

charges

the

second

quarter

fiscal

2023

and

13.9

million

restructuring

charges

the

six-month

period

ended

November

27,

2022,

restructuring

actions

previously

announced.

expect

these

actions

completed

the

end

fiscal 2025.

paid

net

18.6

million

of cash

the

six-month

period ended

November

26,

2023,

restructuring

actions.

paid

net

27.6

million of cash in the same period of fiscal 2023.

Restructuring and impairment charges and project-related

costs are recorded in our Consolidated Statements of Earnings as follows:

Quarter Ended

Six-Month Period Ended

In Millions

Nov. 26, 2023

Nov. 27, 2022

Nov. 26, 2023

Nov. 27, 2022

Restructuring, impairment, and other exit costs

123.6

11.1

124.8

12.7

Cost of sales

8.3

0.5

16.9

1.2

Total restructuring

and impairment charges

131.9

11.6

141.7

13.9

Project-related costs classified in cost of sales

0.3

1.1

The roll forward of our restructuring and other exit cost reserves, included

in other current liabilities, is as follows:

In Millions

Total

Reserve balance as of May 28, 2023

47.7

Fiscal 2024 charges, including foreign currency translation

1.7

Utilized in fiscal 2024

(16.3)

Reserve balance as of Nov. 26, 2023

33.1

The reserve balance primarily consists of expected severance payments

associated with restructuring actions.

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,

accelerated depreciation,

the gain

or loss

on the

sale of

restructured assets,

and the

write-

off

spare parts)

and other

periodic

exit costs

are

recognized

as incurred,

as those

items are

not reflected

in our

restructuring

and

other exit cost reserves on our Consolidated Balance Sheets.

(4) Goodwill and Other Intangible Assets

The components of goodwill and other intangible assets are as follows:

In Millions

Nov. 26, 2023

May 28, 2023

Goodwill

14,441.8

14,511.2

Other intangible assets:

Intangible assets not subject to amortization:

Brands and other indefinite-lived intangibles

6,717.2

6,712.4

Intangible assets subject to amortization:

Customer relationships and other finite-lived intangibles

387.0

386.3

Less accumulated amortization

(140.9)

(131.1)

Intangible assets subject to amortization, net

246.1

255.2

Other intangible assets

6,963.3

6,967.6

Total

21,405.1

21,478.8

Based

the carrying

value

finite-lived

intangible

assets as

November

26,

2023,

annual

amortization

expense

for

each of

the

next five fiscal years is estimated to be approximately $

million.

The changes in the carrying amount of goodwill during the six-month period

ended November 26, 2023, were as follows:

In Millions

North America

Retail

Pet

North America

Foodservice

International

Corporate and

Joint Ventures

Total

Balance as of May 28, 2023

6,542.4

6,062.8

805.6

708.4

392.0

14,511.2

Acquisition

26.9

Impairment charge

(117.1)

Other activity, primarily

foreign currency translation

(0.2)

(0.1)

13.3

7.8

20.8

Balance as of Nov. 26, 2023

6,542.2

6,062.8

805.5

604.6

426.7

14,441.8

The changes in the carrying amount of other intangible assets during the six-month

period ended November 26, 2023, were as follows:

In Millions

Total

Balance as of May 28, 2023

6,967.6

Amortization, net of foreign currency translation

(4.3)

Balance as of Nov. 26, 2023

6,963.3

Our

annual

goodwill

and

indefinite-lived

intangible

assets

impairment

test

was

performed

the

first

day

the

second

quarter

fiscal 2024. As a

result of lower future profitability

projections for our Latin

America reporting unit, we

determined that the fair

value

of the reporting unit was

less than its book value and

recorded a $

117.1

million non-cash goodwill impairment

charge in restructuring,

impairment,

and

other

exit

costs

our

Consolidated

Statements

Earnings.

Our

estimates

fair

value

for

goodwill

impairment

testing were determined based on a discounted cash flow model and

the fair value is a Level 3 asset in the fair value hierarchy.

All other intangible

asset fair values

were substantially

in excess of

the carrying

values, except for

the

True Chews

and

Uncle Toby’s

brand intangible

assets. In

addition, while

having significant

coverage as

of our

fiscal 2024

assessment date,

the

Progresso

Nudges

Top

Chews

and

EPIC

brand

intangible

assets

had

risk

decreasing

coverage.

will

continue

monitor

these

businesses

for

potential impairment.

(5) Inventories

The components of inventories were as follows:

In Millions

Nov. 26, 2023

May 28, 2023

Finished goods

2,053.1

2,066.9

Raw materials and packaging

528.0

572.2

Grain

138.5

133.8

Excess of FIFO over LIFO cost

(553.6)

(600.9)

Total

2,166.0

2,172.0

(6) Risk Management Activities

Many commodities we

use in the

production and distribution

of our products

are exposed to

market price risks.

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

the

future

price

commodities

purchased

for

use

our

supply

chain.

manage

our

exposures

through

combination of purchase orders, long-term

contracts with suppliers, exchange-traded

futures and options, and over-the-counter

options

and swaps.

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.

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

the

values

these

derivatives

are

recorded

currently in cost of sales in our Consolidated Statements of Earnings.

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

unallocated

corporate

items

outside

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

segment

operating

profit,

allowing

our

operating

segments

realize

the

economic

effects

the

derivative without experiencing any resulting mark-to-market volatility,

which remains in unallocated corporate items.

Unallocated corporate items for the quarters and six-month periods ended

November 26, 2023, and November 27, 2022, included:

Quarter Ended

Six-Month Period Ended

In Millions

Nov. 26, 2023

Nov. 27, 2022

Nov. 26, 2023

Nov. 27, 2022

Net loss on mark-to-market valuation of certain

commodity positions

(38.2)

(20.9)

(9.8)

(93.2)

Net loss (gain) on commodity positions reclassified from

unallocated corporate items to segment operating profit

14.6

(20.5)

17.8

(63.5)

Net mark-to-market revaluation of certain grain inventories

(1.5)

16.3

11.8

(43.1)

Net mark-to-market valuation of certain commodity

positions recognized in unallocated corporate items

(25.1)

19.8

(199.8)

As of

November

26,

2023,

the net

notional

value

commodity

derivatives

was

420.8

million,

which

162.5

million

energy inputs and $

258.3

million related to agricultural inputs. These contracts relate to inputs that generally

will be utilized within the

months.

We also

have net investments in foreign

subsidiaries that are denominated

in euros. As of November 26,

2023, we hedged a portion

these investments with €

2,960.0

million of euro-denominated bonds.

The

fair

values

the

derivative

positions

used

our

risk

management

activities

and

other

assets

recorded

fair

value

were

not

material

November

26,

2023,

and

were

Level

assets

and

liabilities

the

fair

value

hierarchy.

did

not

significantly change our valuation techniques from prior periods.

offer

certain

suppliers

access

third-party

services

that

allow

them

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.

have no

economic interest

in these

financing arrangements

and no

direct relationship

with the

suppliers, the

third parties,

or any

financial institutions

concerning these

services, including

not providing

any form

of guarantee

and not

pledging assets

as security

the third

parties or

financial institutions.

All of

our accounts

payable remain

as obligations

to our

suppliers as

stated in

our supplier

agreements.

November

26,

2023,

1,388.2

million

our

total

accounts

payable

were

payable

suppliers

who

utilize

these

third-party services.

As of

May 28,

2023, $

1,430.1

million of

our total

accounts payable

were payable

to suppliers

who utilize

these

third-party services.

(7) Debt

The components of notes payable were as follows:

In Millions

Nov. 26, 2023

May 28, 2023

U.S. commercial paper

730.7

Financial institutions

68.5

31.7

Total

799.2

31.7

To ensure availability

of funds, we maintain bank credit lines and have commercial paper programs

available to us in the United States

and Europe.

The following table details the fee-paid committed and uncommitted credit

lines we had available as of November 26, 2023:

In Billions

Facility

Amount

Borrowed

Amount

Committed credit facility expiring April 2026

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

requirement

maintain

fixed

charge

coverage

ratio

least

2.5

times.

were in compliance with all credit facility covenants as of November 26, 2023.

Long-Term

Debt

The fair values

and carrying

amounts of long-term

debt, including

the current portion,

were $

10,920.3

million and $

11,851.5

million,

respectively,

as of

November 26,

2023. The

fair value

of long-term

debt was

estimated using

market quotations

and discounted

cash

flows based

on our

current incremental

borrowing rates

for similar

types of

instruments. Long

-term debt

is a

Level 2

liability in

the

fair value hierarchy.

In the second

quarter of fiscal 2024,

we issued €

250.0

million of floating-rate

notes due

November 8, 2024

. We

used the net proceeds

to repay €

250.0

million of floating-rate notes due

November 10, 2023

In the

second quarter

of fiscal

2024, we

issued $

500.0

million of

5.5

percent fixed-rate

notes due

October 17, 2028

. We

used the

net

proceeds to repay $

400.0

million of floating-rate notes due

October 17, 2023

, and for general corporate purposes.

In the first

quarter of fiscal

2024, we issued

€

500.0

million of floating-rate

notes due

November 8, 2024

. We

used the net proceeds

repay €

500.0

million of floating-rate notes due

July 27, 2023

In the fourth quarter

of fiscal 2023, we

issued €

250.0

million of floating-rate notes

due

November 10, 2023

. We

used the net proceeds

to repay €

250.0

million of floating-rate notes due

May 16, 2023

In the

fourth quarter

of fiscal

2023, we

issued €

750.0

million of

3.907

percent fixed-rate

notes due

April 13, 2029

. We

used the

net

proceeds to repay €

500.0

million of

1.0

percent fixed-rate notes due

April 27, 2023

, and €

250.0

million of floating-rate notes due

May

16, 2023

In the fourth

quarter of fiscal

2023, we

issued $

1,000.0

million of

4.95

percent fixed-rate

notes due

March 29, 2033

. We

used the net

proceeds to repay our outstanding commercial paper and for general

corporate purposes.

In the second

quarter of fiscal

2023, we issued

500.0

million of

5.241

percent fixed-rate notes

due

November 18, 2025

. 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

2023, we

issued €

250.0

million of

floating-rate notes

due

May 16, 2023

. We

used the

net proceeds

repay €

250.0

million of

0.0

percent fixed-rate notes due

November 11, 2022

In the

second quarter

of fiscal

2023,

we repaid

500.0

million of

2.6

percent fixed-rate

notes due

October 12, 2022

, using

proceeds

from the issuance of commercial paper.

Certain of our

long-term debt agreements

contain restrictive

covenants.

As of November 26, 2023, we were in compliance with all of

these covenants.

(8) Noncontrolling Interests

The

third-party

holder

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 $

251.5

million). The

floating preferred return

rate on GMC’s

Class A Interests is

the

sum

the

three-month Term SOFR

plus

186

basis

points.

The

preferred

return

rate

adjusted

every

three years

through

negotiated agreement with the Class A Interest holder or through

a remarketing auction.

Our noncontrolling interests contain restrictive covenants. As of November 26, 2023, we were in compliance with all of these

covenants.

(9) Stockholders’ Equity

The following tables provide details of total comprehensive income:

Quarter Ended

Nov. 26, 2023

Nov. 27, 2022

General Mills

Noncontrolling

Interests

General Mills

Noncontrolling

Interests

In Millions

Pretax

Tax

Net

Pretax

Tax

Net

Net earnings, including earnings

attributable to noncontrolling interests

595.5

6.8

605.9

2.4

Other comprehensive (loss) income:

Foreign currency translation

(32.4)

9.8

(22.6)

0.3

(144.7)

29.1

(115.6)

0.6

Other fair value changes:

Hedge derivatives

2.5

(0.6)

1.9

26.8

(6.0)

20.8

Reclassification to earnings:

Hedge derivatives (a)

(3.4)

1.0

(2.4)

1.8

(0.8)

1.0

Amortization of losses and

prior service costs (b)

11.5

(2.3)

9.2

18.3

(4.1)

14.2

Other comprehensive (loss) income

(21.8)

7.9

(13.9)

0.3

(97.8)

18.2

(79.6)

0.6

Total comprehensive income

581.6

7.1

526.3

3.0

(a)

(Gain) 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.

Six-Month Period Ended

Nov. 26, 2023

Nov. 27, 2022

General Mills

Noncontrolling

Interests

General Mills

Noncontrolling

Interests

In Millions

Pretax

Tax

Net

Pretax

Tax

Net

Net earnings, including earnings

attributable to noncontrolling interests

1,269.0

13.6

1,425.9

5.7

Other comprehensive (loss) income:

Foreign currency translation

(54.4)

13.6

(40.8)

0.4

(86.7)

(23.8)

(110.5)

(0.7)

Other fair value changes:

Hedge derivatives

(0.2)

(0.4)

(23.0)

5.5

(17.5)

Reclassification to earnings:

Foreign currency translation (a)

(7.4)

Hedge derivatives (b)

(4.7)

2.5

(2.2)

(0.1)

(0.3)

(0.4)

Amortization of losses and

prior service costs (c)

23.0

(4.7)

18.3

36.5

(8.2)

28.3

Other comprehensive (loss) income

(36.3)

11.2

(25.1)

0.4

(80.7)

(26.8)

(107.5)

(0.7)

Total comprehensive income

1,243.9

14.0

1,318.4

5.0

(a)

Gain reclassified from AOCI into earnings is reported in the divestitures gain, net

(b)

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.

Accumulated other comprehensive loss balances, net of tax effects,

were as follows:

In Millions

Nov. 26, 2023

May 28, 2023

Foreign currency translation adjustments

(749.4)

(708.6)

Unrealized gain from hedge derivatives

3.3

5.9

Pension, other postretirement, and postemployment benefits:

Net actuarial loss

(1,642.8)

(1,670.6)

Prior service credits

86.9

96.4

Accumulated other comprehensive loss

(2,302.0)

(2,276.9)

(10) Stock Plans

have various

stock-based compensation

programs under

which awards,

including stock

options, restricted

stock, restricted

stock

units, and performance

awards, may be granted

to employees and non-employee

directors. These programs

and related accounting

are

described in Note

12 to the

Consolidated Financial

Statements included

in our Annual

Report on Form

10-K for the

fiscal year ended

May 28, 2023.

Compensation expense related to stock-based payments recognized

in the Consolidated Statements of Earnings was as follows:

Quarter Ended

Six-Month Period Ended

In Millions

Nov. 26, 2023

Nov. 27, 2022

Nov. 26, 2023

Nov. 27, 2022

Compensation expense related to stock-based payments

23.1

24.1

58.5

57.6

Windfall tax benefits from stock-based payments

in income tax expense in our Consolidated Statements of Earnings were as follows:

Quarter Ended

Six-Month Period Ended

In Millions

Nov. 26, 2023

Nov. 27, 2022

Nov. 26, 2023

Nov. 27, 2022

Windfall tax benefits from stock-based payments

0.5

5.6

8.9

18.4

November

26,

2023,

unrecognized

compensation

expense

non-vested

stock

options,

restricted

stock

units,

and

performance share units was $

149.8

million. This expense will be recognized over

months, on average.

Net cash proceeds from the exercise of stock options

less shares used for withholding taxes and the intrinsic

value of options exercised

were as follows:

Six-Month Period Ended

In Millions

Nov. 26, 2023

Nov. 27, 2022

Net cash proceeds

5.7

118.5

Intrinsic value of options exercised

2.3

55.7

We estimate the fair value of each stock option on the grant date using a Black-Scholes option-pricing model. Black-Scholes option-

pricing models require us to make predictive assumptions regarding future stock price volatility, employee exercise behavior, and

dividend yield. 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 method of selecting

the other valuation assumptions is explained in Note 12 to the Consolidated Financial Statements included in our Annual Report on

Form 10-K for the fiscal year ended May 28, 2023.

The

estimated

fair

values

stock

options

granted

and

the

assumptions

used

for

the

Black-Scholes

option-pricing

model

were

follows:

Six-Month Period Ended

Nov. 26, 2023

Nov. 27, 2022

Estimated fair values of stock options granted

17.47

14.16

Assumptions:

Risk-free interest rate

4.0

3.3

Expected term

8.5

years

8.5

years

Expected volatility

21.4

20.9

Dividend yield

2.8

3.1

The total grant date fair value of restricted stock unit awards that vested during

the period was as follows:

Six-Month Period Ended

In Millions

Nov. 26, 2023

Nov. 27, 2022

Total grant date fair

value

87.4

102.6

(11) Earnings Per Share

Basic and diluted earnings per share (EPS) were calculated using the following:

Quarter Ended

Six-Month Period Ended

In Millions, Except per Share Data

Nov. 26, 2023

Nov. 27, 2022

Nov. 26, 2023

Nov. 27, 2022

Net earnings attributable to General Mills

595.5

605.9

1,269.0

1,425.9

Average number

of common shares - basic EPS

580.1

595.9

583.2

598.0

Incremental share effect from: (a)

Stock options

1.4

3.7

2.1

3.6

Restricted stock units and performance share units

1.9

2.4

2.1

2.4

Average number

of common shares - diluted EPS

583.4

602.0

587.4

604.0

Earnings per share – basic

1.03

1.01

2.18

2.38

Earnings per share – diluted

1.02

1.01

2.16

2.36

(a)

Incremental

from

stock

options,

restricted

stock

units,

and

performance

units

are

computed

the

treasury

stock

method.

Stock

options,

restricted

stock

units,

and

performance

share units

excluded

from

our

computation

diluted

EPS

because

they

were not dilutive were as follows

Quarter Ended

Six-Month Period Ended

In Millions

Nov. 26, 2023

Nov. 27, 2022

Nov. 26, 2023

Nov. 27, 2022

Anti-dilutive stock options, restricted stock units, and

performance share units

4.5

1.0

2.4

1.0

(12) Share Repurchases

Share repurchases were as follows:

Quarter Ended

Six-Month Period Ended

In Millions

Nov. 26, 2023

Nov. 27, 2022

Nov. 26, 2023

Nov. 27, 2022

Shares of common stock

12.4

5.2

18.8

12.1

Aggregate purchase price

808.8

400.5

1,313.5

901.3

(13) Statements of Cash Flows

Our Consolidated Statements of Cash Flows include the following:

Six-Month Period Ended

In Millions

Nov. 26, 2023

Nov. 27, 2022

Net cash interest payments

212.2

154.3

Net income tax payments

207.0

365.4

(14) Retirement and Postemployment Benefits

Components of net periodic benefit expense (income) are as follows:

Defined Benefit

Pension Plans

Other Postretirement

Benefit Plans

Postemployment

Benefit Plans

Six-Month

Period Ended

Six-Month

Period Ended

Six-Month

Period Ended

In Millions

Nov. 26,

2023

Nov. 27,

2022

Nov. 26,

2023

Nov. 27,

2022

Nov. 26,

2023

Nov. 27,

2022

Service cost

28.6

35.1

2.4

2.6

3.7

4.2

Interest cost

148.3

129.2

10.7

9.0

2.0

1.6

Expected return on plan assets

(208.9)

(210.0)

(17.4)

(15.6)

Amortization of losses (gains)

43.0

56.7

(10.2)

(9.7)

(0.1)

0.1

Amortization of prior service costs (credits)

0.9

0.7

(10.9)

(11.5)

0.3

0.2

Other adjustments

5.2

5.9

Curtailment gain

(3.4)

Net expense (income)

8.5

11.7

(25.4)

(25.2)

11.1

12.0

(15) Income Taxes

During the second quarter of fiscal 2024, we received a notice of proposed adjustment

from the Internal Revenue Service associated

with a capital loss from fiscal 2019. We

believe that we have meritorious defenses against this assessment and will vigorously

defend

our position. We

do not expect the resolution of the proposed adjustment to have a material impact

on our financial position or

liquidity.

During

the

first

quarter

fiscal

2023,

the

Inflation

Reduction

Act

(IRA)

was

signed

into

law.

The

IRA

introduces

Corporate

Alternative Minimum Tax

beginning in our fiscal 2024

and an excise tax on the

repurchase of corporate

stock starting after January

2023.

The

IRA

does

not

have

material

impact

our

financial

results,

including

our

annual

estimated

effective

tax

rates

and

liquidity.

(16) Contingencies

During

fiscal

2020,

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.

November

26,

2023,

are

unable

estimate any possible loss and have not recorded a loss contingency for

this matter.

(17) Business Segment and Geographic Information

operate

the

packaged

foods

industry.

Our

operating

segments

are

follows:

North

America

Retail,

International,

Pet,

and

North America Foodservice.

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

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

wide

variety

organic products including ready-to-eat cereal, frozen

and shelf-stable vegetables, meal kits, fruit snacks, and snack bars.

Our

International

operating

segment

consists

retail

and

foodservice

businesses

outside

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,

shelf

stable

vegetables,

and

pet

food

products.

also

sell

super-premium

ice

cream

and

frozen

desserts

directly

consumers

through owned

retail shops. Our

International segment

also includes products

manufactured in

the United States

for export, mainly

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

foodservice

businesses

the

United

States

and

Canada.

Our

major

product

categories

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.

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

planned

North

American

employee

benefits

and

incentives,

certain

charitable

contributions,

restructuring

initiative

project-related

costs,

gains

and

losses

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

certain

grain

inventories

and

gains

and

losses

from

mark-to-market

valuation

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

segment

profitability

reviewed

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.

Our operating segment results were as follows:

Quarter Ended

Six-Month Period Ended

In Millions

Nov. 26, 2023

Nov. 27, 2022

Nov. 26, 2023

Nov. 27, 2022

Net sales:

North America Retail

3,305.0

3,373.1

6,378.0

6,361.9

International

683.1

671.7

1,398.9

1,324.2

Pet

569.3

592.9

1,149.2

1,172.8

North America Foodservice

582.0

583.0

1,118.0

1,079.4

Total

5,139.4

5,220.7

10,044.1

9,938.3

Operating profit:

North America Retail

859.9

837.1

1,658.1

1,614.9

International

34.6

17.8

84.6

52.6

Pet

102.5

86.6

213.7

209.7

North America Foodservice

95.5

81.5

154.6

135.1

Total segment operating

profit

1,092.5

1,023.0

2,111.0

2,012.3

Unallocated corporate items

157.1

212.1

244.4

545.1

Divestitures gain, net

(430.9)

Restructuring, impairment, and other exit costs

123.6

11.1

124.8

12.7

Operating profit

811.8

799.8

1,741.8

1,885.4

Net sales for our North America Retail operating units were as follows:

Quarter Ended

Six-Month Period Ended

In Millions

Nov. 26, 2023

Nov. 27, 2022

Nov. 26, 2023

Nov. 27, 2022

U.S. Meals & Baking Solutions

1,343.3

1,321.7

2,285.2

2,270.9

U.S. Snacks

836.3

892.9

1,790.8

1,780.1

U.S. Morning Foods

856.9

908.5

1,784.7

1,812.5

Canada

268.5

250.0

517.3

498.4

Total

3,305.0

3,373.1

6,378.0

6,361.9

Net sales by class of similar products were as follows:

Quarter Ended

Six-Month Period Ended

In Millions

Nov. 26, 2023

Nov. 27, 2022

Nov. 26, 2023

Nov. 27, 2022

Snacks

1,037.3

1,102.8

2,174.0

2,171.2

Cereal

776.9

810.9

1,594.8

1,625.6

Convenient meals

785.1

786.4

1,450.6

1,465.6

Dough

775.1

745.6

1,310.0

1,210.4

Pet

572.3

593.7

1,152.2

1,174.5

Baking mixes and ingredients

562.3

563.7

1,028.8

1,037.2

Yogurt

364.9

357.5

733.3

703.5

Super-premium ice cream

168.3

164.9

392.3

348.4

Other

97.2

95.2

208.1

201.9

Total

5,139.4

5,220.7

10,044.1

9,938.3

Item 2.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

INTRODUCTION

This

Management’s

Discussion

and

Analysis

Financial

Condition

and

Results

Operations

(MD&A)

should

read

conjunction

with

the

MD&A

included

our

Annual

Report

Form

10-K

for

the

fiscal

year

ended

May

28,

2023,

for

important

background

regarding,

among other

things, our

key business

drivers.

Significant

trademarks and

service marks

used in

our business

are set forth in

italics

herein. Certain terms used throughout this report are defined in the

“Glossary” section below.

expect the largest

factors impacting our performance

in fiscal 2024

will be the economic

health of consumers, the

moderating rate

input

cost

inflation,

and

the

increasing

stability

the

supply

chain

environment.

anticipate

input

cost

inflation

approximately

percent

fiscal

2024

and

expect

generate

higher

levels

Holistic

Margin

Management

(HMM)

cost

savings

compared to fiscal 2023.

CONSOLIDATED

RESULTS

OF OPERATIONS

Second Quarter Results

the

second

quarter

fiscal

2024,

net

sales

and

organic

net

sales

decreased

percent

compared

the

same

period

last

year.

Operating

profit

increased 2

percent

to $812

million,

primarily

driven

by favorable

net price

realization

and

mix

and lower

selling,

general and

administrative (SG&A)

expenses,

including a

decrease in

certain compensation

and benefits

expenses,

partially offset

goodwill

impairment

and

restructuring

charges,

decrease

contributions

from

volume

growth,

and

higher

input

costs.

Operating

profit margin

of 15.8 percent

increased 50

basis points. Adjusted

operating profit

of $989 million

increased 13

percent on a

constant-

currency basis, primarily

driven by favorable

net price realization

and mix and

lower SG&A expenses,

including a decrease

in certain

compensation

and

benefits

expenses,

partially

offset

decrease

contributions

from

volume

growth

and

higher

input

costs.

Adjusted operating profit margin

increased 240 basis points to

19.3 percent. Diluted earnings

per share of $1.02 increased

1 percent in

the

second

quarter

fiscal

2024.

Adjusted

diluted

earnings

per

$1.25

increased

percent

constant-currency

basis

compared to the

second quarter of fiscal

2023. 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 the second quarter

of fiscal 2024 follows:

Quarter Ended Nov. 26, 2023

In millions,

except per share

Quarter Ended

Nov. 26, 2023 vs.

Nov. 27, 2022

Percent

of Net

Sales

Constant-

Currency

Growth (a)

Net sales

5,139.4

(2)

Operating profit

811.8

15.8

Net earnings attributable to General Mills

595.5

(2)

Diluted earnings per share

1.02

Organic net sales growth rate (a)

(2)

Adjusted operating profit (a)

989.4

19.3

Adjusted diluted earnings per share (a)

1.25

(a)

See the "Non-GAAP Measures" section below for our use of measures not defined by

GAAP.

Consolidated

net sales

were as follows:

Quarter Ended

Nov. 26, 2023

Nov. 26, 2023 vs.

Nov. 27, 2022

Net sales (in millions)

5,139.4

(2)%

5,220.7

Contributions from volume growth (a)

(4)

pts

Net price realization and mix

pts

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.

Net sales in the

second quarter of

fiscal 2024 decreased

2 percent compared

to the same period

in fiscal 2023,

driven by a decrease

contributions from volume growth, partially offset by

favorable net price realization and mix.

Components of organic net sales growth are shown in the following

table:

Quarter Ended Nov. 26, 2023 vs.

Quarter Ended Nov. 27, 2022

Contributions from organic volume growth (a)

(4)

pts

Organic net price realization and mix

pts

Organic net sales growth

(2)

pts

Foreign currency exchange

Flat

Acquisition and divestitures

Flat

Net sales growth

(2)

pts

Note: Table may

not foot due to rounding.

(a)

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

Organic

net sales

decreased

2 percent

the second

quarter of

fiscal

2024

compared

to the

same

period in

fiscal

2023,

driven

by a

decrease in contributions from organic volume growth,

partially offset by favorable organic net price realization

and mix.

Cost

sales

decreased

$142 million

$3,374

million

the

second

quarter

fiscal

2024

compared

the

same

period

fiscal

2023.

The

decrease

was

primarily

driven

$153 million

decline

attributable

lower

volume,

partially

offset

million

increase

attributable

product

rate

and

mix.

recorded

$25 million

net

increase

in cost

sales related

the

mark-to-market

valuation

certain

commodity

positions

and

grain

inventories

second

quarter

fiscal

2024,

compared

$25 million

net

increase

the

second

quarter

fiscal

2023.

also

recorded

million

restructuring

charges

cost

sales

the

second

quarter of

fiscal 2024

(please refer

to Note

3 to

the Consolidated

Financial Statements

in Part

I, Item

1 of

this report).

In the

second

quarter of

fiscal 2023,

we recorded

a $3

million charge

related to

a voluntary

recall on

certain international

Häagen-Dazs

ice cream

products.

SG&A

expenses

decreased

$64 million

to $830 million

in the

second

quarter

of fiscal

2024,

compared

to the

same period

in fiscal

2023,

primarily driven

by a

decrease in

certain compensation

and benefits

expenses

and net

favorable corporate

investment activity.

SG&A expenses as a percent of net sales in the second

quarter of fiscal 2024 decreased 90 basis points compared

to the second quarter

of fiscal 2023.

Restructuring, impairment,

and other exit

costs

totaled $124 million

in the second

quarter of fiscal

2024, compared to

$11 million

in the

same period

last year.

In the

second quarter

of fiscal

2024, we

recorded a

$117

million non-cash

goodwill impairment

charge

related to our Latin America

reporting unit.

In the second quarter of fiscal

2024, we approved a restructuring

action to enhance the go-

to-market commercial strategy

and related organizational

structure of our Pet

segment, and as a

result, recorded $4 million

of charges.

addition,

also

recorded

million

charges

the

second

quarter

fiscal

2024

actions

previously

announced

compared to $11

million in the same

period last year

(please refer to Note

3 to the Consolidated

Financial Statements in

Part I, Item 1

of this report).

Benefit plan non-service income

totaled $20 million in the second quarter

of fiscal 2024, compared to $22

million in the same period

last year,

primarily reflecting

an increase

in interest

costs, partially

offset by

lower amortization

of losses

and higher

expected return

on plan assets.

Interest,

net

for

the

second

quarter

fiscal

2024

totaled

$118 million,

$26 million

from

the

second

quarter

fiscal

2023,

primarily driven by higher interest rates and higher average long-term debt

levels.

The

effective tax rate

for the second quarter

of fiscal 2024 was 19.0

percent compared to 20.2

percent for the second

quarter of fiscal

2023.

The

1.2

percentage

point

decrease

was

primarily

due

favorable

changes

earnings

mix

jurisdiction

and

certain

nonrecurring

discrete

tax

benefits

the

second

quarter

fiscal

2024.

Our

effective

tax

rate

excluding

certain

items

affecting

comparability

was 20.8

percent in

the second

quarter of

fiscal 2024,

compared to

21.1 percent

in the

same period

last year

(see the

“Non-GAAP

Measures”

section

below

for

description

our

use

measures

not

defined

GAAP).

The

0.3

percentage

point

decrease was primarily due to favorable earnings mix by jurisdiction in

the second quarter of fiscal 2024.

After-tax earnings from joint

ventures

for the second quarter of fiscal 2024

decreased to $24 million compared to

$25 million in the

same period in fiscal 2023,

primarily driven by foreign currency exchange and higher input costs at Cereal Partners

Worldwide (CPW)

and Häagen-Dazs

Japan, Inc. (HDJ),

partially offset

by higher net

sales driven by

favorable net price

realization and mix

at CPW and

HDJ. On a constant-currency

basis, after-tax earnings

from joint ventures increased

5 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:

Quarter Ended Nov. 26, 2023 vs.

Quarter Ended Nov. 27, 2022

CPW

HDJ

Total

Contributions from volume growth (a)

(6)

pts

(1)

Net price realization and mix

pts

Net sales growth in constant currency

pts

Foreign currency exchange

(2)

pts

(3)

pts

(2)

pts

Net sales growth

pts

Note: Table may

not foot due to rounding.

(a)

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

Average

diluted shares

outstanding

decreased by

19 million

in the

second quarter

of fiscal

2024 from

the same

period a

year ago

primarily due to share repurchases.

Six-Month Results

In the

six-month period

ended November

26, 2023,

net sales

and organic

net sales

increased 1

percent compared

to the

same period

last year.

Operating profit

decreased 8 percent

to $1,742 million,

primarily driven

by a net

gain on

divestitures in fiscal

2023, higher

input

costs, goodwill

impairment

and restructuring

charges,

and

a decrease

in contributions

from volume

growth,

partially offset

favorable

net price

realization

and

mix and

a favorable

change

to the

mark-to-market

valuation

of certain

commodity positions

and

grain

inventories.

Operating

profit

margin

17.3

percent

decreased

170

basis

points.

Adjusted

operating

profit

$1,888

million

increased 7 percent on

a constant-currency basis, primarily

driven by favorable net price

realization and mix, partially offset

by higher

input

costs,

decrease

contributions

from

volume

growth

and

increase

certain

SG&A

expenses.

Adjusted

operating

profit

margin

increased

110

basis points

18.8 percent

Diluted earnings

per

share of

$2.16 decreased

8 percent

the six-month

period

ended

November

26,

2023,

and

adjusted

diluted

earnings

per

$2.34

increased

percent

constant-currency

basis

compared

the

same

period last

year

(see

the

“Non-GAAP

Measures”

section

below

for

description

of our

use

of measures

not

defined by GAAP).

A summary of our consolidated financial results for the six-month period

ended November 26, 2023, follows:

Six-Month Period Ended Nov.

26, 2023

In millions,

except per share

Six-Month Period

Ended Nov. 26,

2023 vs. Nov. 27,

2022

Percent of Net

Sales

Constant-

Currency

Growth (a)

Net sales

10,044.1

Operating profit

1,741.8

(8)

17.3

Net earnings attributable to General Mills

1,269.0

(11)

Diluted earnings per share

2.16

(8)

Organic net sales growth rate (a)

Adjusted operating profit (a)

1,888.4

18.8

Adjusted diluted earnings per share (a)

2.34

(a)

See the "Non-GAAP Measures" section below for our use of measures not defined by GAAP.

Consolidated

net sales

were as follows:

Six-Month Period Ended

Nov. 26, 2023

Nov. 26, 2023 vs.

Nov. 27, 2022

Net sales (in millions)

10,044.1

9,938.3

Contributions from volume growth (a)

(3)

pts

Net price realization and mix

pts

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 1

percent increase

in net

sales for

the six-month

period ended

November 26,

2023, was

driven

by 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:

Six-Month Period Ended Nov.

26, 2023 vs.

Six-Month Period Ended Nov.

27, 2022

Contributions from organic volume growth (a)

(3)

pts

Organic net price realization and mix

pts

Organic net sales growth

Foreign currency exchange

Flat

Acquisition and divestitures

Flat

Net sales growth

Note: Table may not foot due to rounding

(a)

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

Organic

net

sales

increased

percent

the

six-month

period

ended

November

26,

2023,

driven

favorable

organic

net

price

realization and mix, partially offset by a decrease in

contributions from organic volume growth.

Cost

sales

decreased

$278 million

$6,508

million

the

six-month

period

ended

November

26,

2023,

compared

the

same

period

fiscal

2023.

The

decrease

was

primarily

driven

$207

million

decline

due

lower

volume,

partially

offset

$156 million increase attributable

to product rate and mix.

We recorded

a $20 million net decrease in

cost of sales related to

the mark-

to-market

valuation

certain

commodity

positions

and

grain

inventories

the

six-month

period

ended

November

26,

2023,

compared to a

$200 million net increase

in the six-month

period ended November

27, 2022. In the

six-month period ended

November

27, 2022,

we recorded

a $24 million

charge related

to a voluntary

recall on

certain international

Häagen-Dazs

ice cream

products. In

addition,

recorded

$17

million

restructuring

charges

and

million

restructuring

initiative

project-related

costs in

cost

sales in the

six-month period

ended November

26, 2023,

compared to $1

million of restructuring

charges in

the same period

last year

(please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of

this report).

SG&A expenses

decreased $16

million to

$1,670 million in

the six-month

period ended

November 26,

2023, compared

to the

same

period in fiscal

2023, primarily driven

by net favorable

corporate investment activity,

partially offset

by higher media

and advertising

expenses.

SG&A expenses as

a percent

of net sales

decreased 40

basis points compared

to the six-month

period ended November

26,

2023, compared to the same period of fiscal 2023.

Divestitures

gain,

net

totaled

$431

million

the

six-month

period

ended

November

27,

2022,

primarily

to the

sale of

our

Helper main meals

and Suddenly Salad

side dishes business (please

refer to Note 2

to the Consolidated Financial

Statements in Part

Item 1 of this report).

Restructuring, impairment,

and other exit

costs

totaled $125 million

in the six-month period

ended November 26,

2023, compared

to $13 million in the same period

last year. In

fiscal 2024, we recorded a $117

million non-cash goodwill impairment

charge related to

our

Latin

America

reporting

unit.

fiscal

2024,

approved

restructuring

action

enhance

the

go-to-market

and

associated

organization structure of

our Pet segment,

and as a result,

we recorded $4 million

of charges in the

six-month period ended

November

26,

2023. In

addition,

we recorded

million of

charges

related to

to actions

previously

announced

in the

six-month period

ended

November

26,

2023,

compared

$13

million

the

same

period

fiscal

2023

(please

refer

Note

the

Consolidated

Financial Statements in Part I, Item 1 of this report).

Benefit plan non-service

income

totaled $37 million

in the six-month

period ended November

26, 2023, compared

to $43 million

the same period last year, primarily reflecting

an increase in interest costs, partially offset by lower amortization of

losses.

Interest, net

for the six-month

period ended November

26, 2023, increased

$56 million to $235 million

compared to the

same period

of fiscal 2023, primarily driven by higher interest rates and higher average

long-term debt levels.

The

effective

tax rate

for

the six-month

period ended

November

26, 2023,

was 20.0

percent compared

to 20.8

percent in

the same

period

last

year.

The

0.8

percentage

point

decrease

was

primarily

due

unfavorable

tax

components

the

divestitures

fiscal 2023

and favorable

earnings mix

by jurisdiction

in fiscal

2024,

partially offset

by certain

nonrecurring

discrete tax

benefits in

fiscal

2023.

Our

effective

tax

rate

excluding

certain

items

affecting

comparability

was

21.0

percent

the

six-month

period

ended

November

26,

2023,

compared

20.4

percent

the

same

period

last

year

(see

the

“Non-GAAP

Measures”

section

below

for

description of

our use

of measures

not defined

by GAAP).

The 0.6

percentage point

increase is primarily

due to

certain nonrecurring

discrete tax benefits in fiscal 2023.

After-tax

earnings from

joint ventures

increased

to $48 million

for the

six-month period

ended November

26, 2023,

compared to

$45 million

in the

same period

in fiscal

2023,

primarily

due to

higher

net sales

driven by

favorable

net price

realization and

mix at

CPW

and

HDJ, partially

offset

higher

input

costs

CPW and

HDJ.

constant-currency

basis,

after-tax

earnings

from

joint

ventures increased

14 percent (see

the “Non-GAAP

Measures” section

below for

a description

of our use

of measures

not defined

GAAP). The components of our joint ventures’ net sales growth are shown in

the following table:

Six-Month Period Ended Nov.

26, 2023 vs.

Six-Month Period Ended Nov.

27, 2022

CPW

HDJ

Total

Contributions from volume growth (a)

(8)

pts

(3)

pts

Net price realization and mix

pts

Net sales growth in constant currency

pts

Foreign currency exchange

Flat

(4)

pts

(1)

Net sales growth

pts

Note: Table may not foot due to rounding

(a)

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

Average

diluted

outstanding

decreased

17 million

the

six-month

period

ended

November

26,

2023,

from

the

same

period a year ago primarily due to share repurchases, partially offset

by option exercises.

SEGMENT OPERATING

RESULTS

Our businesses are

organized into

four operating segments:

North America Retail,

International,

Pet, and North

America Foodservice.

Please

refer

Note

the

Consolidated

Financial

Statements

Part

Item

this

report

for

description

our

operating

segments.

North America Retail Segment Results

North America Retail net sales were as follows:

Quarter Ended

Six-Month Period Ended

Nov. 26,

2023

Nov. 26, 2023 vs

Nov. 27, 2022

Nov. 27,

2022

Nov. 26,

2023

Nov. 26, 2023 vs

Nov. 27, 2022

Nov. 27,

2022

Net sales (in millions)

3,305.0

(2)

3,373.1

6,378.0

Flat

6,361.9

Contributions from volume growth (a)

(5)

pts

(5)

pts

Net price realization and mix

pts

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

Retail net

sales decreased

2 percent

in the

second quarter

of fiscal

2024,

compared to

the same

period in

fiscal 2023,

driven by a decrease in contributions from volume growth, partially offset

by favorable net price realization and mix.

North America Retail net sales in the six-month period ended November 26, 2023,

essentially matched the same period in fiscal 2023.

The components of North America Retail organic net

sales growth are shown in the following table:

Quarter Ended

Six-Month Period Ended

Nov. 26, 2023

Contributions from organic volume growth (a)

(5)

pts

(5)

pts

Organic net price realization and mix

pts

Organic net sales growth

(2)

pts

Foreign currency exchange

Flat

Divestiture (b)

Flat

(1)

Net sales growth

(2)

pts

Flat

Note: Table may

not foot due to rounding.

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

(b) Divestiture of our Helper main meals and Suddenly Salad side dishes businesses in

fiscal 2023. Please see Note 2 to the

Consolidated Financial Statements in Part I, Item 1 of this report.

North America Retail organic

net sales decreased 2

percent in the second

quarter of fiscal 2024

compared to the same

period in fiscal

2023,

driven by a decrease in contributions

from organic volume growth,

partially offset by favorable

organic net price realization and

mix.

North America

Retail organic

net sales increased

1 percent in

the six-month

period ended November

26, 2023, compared

to the same

period

in fiscal

2023,

driven by

favorable

organic

net price

realization

and

mix, partially

offset

by a

decrease in

contributions

from

organic volume growth.

North America Retail net sales percentage change by operating unit are shown

in the following table:

Quarter Ended

Six-Month Period Ended

Nov. 26, 2023

Canada (a)

U.S. Meals & Baking Solutions

U.S. Snacks

(6)

U.S. Morning Foods

(6)

(2)

Total

(2)

Flat

(a)

On a constant-currency

basis, Canada net

sales increased 9 percent

in the second quarter

of fiscal 2024 and

increased 6 percent in

the six-month

period

ended November

26, 2023,

compared to

the same

periods in

fiscal 2023.

See the

"Non-GAAP Measures"

section below for our use of this measure not defined by GAAP.

Segment

operating

profit

increased

percent

$860 million

the

second

quarter

fiscal 2024

compared

$837 million

the

same period

in fiscal

2023, primarily

driven by

favorable net

price realization

and mix,

partially offset

by a decrease

in contributions

from

volume

growth,

higher

input

costs,

and

increase

SG&A

expenses.

Segment

operating

profit

increased

percent

constant-currency

basis

the

second

quarter

fiscal

2024,

compared

the

same

period

fiscal

2023

(see

the

“Non-GAAP

Measures” section below for our use of this measure not defined by GAAP).

Segment

operating

profit

increased

percent

$1,658 million

the

six-month

period

ended

November

26,

2023,

compared

$1,615 million

the

same

period

fiscal

2023,

primarily

driven

favorable

net

price

realization

and

mix,

partially

offset

decrease in contributions

from volume growth,

higher input costs,

and an increase

in SG&A expenses,

including increased media

and

advertising

expenses.

Segment

operating

profit

increased

percent

constant-currency

basis

the

six-month

period

ended

November

26,

2023,

compared to

the same

period

in fiscal

2023

(see the

“Non-GAAP Measures”

section below

for our

use of

this

measure not defined by GAAP).

International Segment Results

International net sales were as follows:

Quarter Ended

Six-Month Period Ended

Nov. 26,

2023

Nov. 26, 2023 vs

Nov. 27, 2022

Nov. 27,

2022

Nov. 26,

2023

Nov. 26, 2023 vs

Nov. 27, 2022

Nov. 27,

2022

Net sales (in millions)

683.1

671.7

1,398.9

1,324.2

Contributions from volume growth (a)

(4)

pts

(4)

pts

Net price realization and mix

pts

Foreign currency exchange

pts

Note: Table may

not foot due to rounding.

(a)

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

International net sales increased 2 percent in the second quarter of fiscal 2024

compared to the same period in fiscal 2023 that

included the impact of the voluntary recall on certain international

Häagen-Dazs

ice cream products, driven by favorable net price

realization and mix and favorable foreign currency exchange, partially offset

by a decrease in contributions from volume growth.

International net sales increased 6 percent in the six-month period

ended November 26, 2023, compared to the same period in fiscal

2023 that included the impact of the voluntary recall on certain international

Häagen-Dazs

ice cream products, driven by favorable net

price realization and mix and favorable foreign currency exchange, partially

offset by a decrease in contributions from volume growth.

The components of International organic net sales growth

are shown in the following table:

Quarter Ended

Six-Month Period Ended

Nov. 26, 2023

Contributions from organic volume growth (a)

(4)

pts

(4)

pts

Organic net price realization and mix

pts

Organic net sales growth

Flat

pts

Foreign currency exchange

pts

Net sales growth

pts

Note: Table may

not foot due to rounding.

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

International organic net

sales in the second quarter

of fiscal 2024 essentially

matched the same period

in fiscal 2023 that included

the

impact

of the

voluntary

recall on

certain

international

Häagen-Dazs

ice

cream products

as a

decrease

contributions from

organic

volume growth was offset by favorable organic

net price realization and mix.

International organic

net sales increased

4 percent in the

six-month period ended

November 26, 2023,

compared to the same

period in

fiscal

2023

that

included

the

impact

the

voluntary

recall

certain

international

Häagen-Dazs

ice

cream

products,

driven

favorable organic net price realization and mix, partially offset

by a decrease in contributions from organic volume growth.

Segment operating profit increased 94 percent

to $35 million in the second quarter of fiscal 2024,

compared to $18 million in the same

period

fiscal

2023,

primarily

driven

favorable

net

price

realization

and

mix

and

the

voluntary

recall

certain

international

Häagen-Dazs

ice cream products

in fiscal 2023,

partially offset

by higher input

costs. Segment operating

profit increased 100

percent

on a

constant-currency

basis in

the second

quarter of

fiscal 2024,

compared to

the same

period

in fiscal

2023

(see the

“Non-GAAP

Measures” section below for our use of this measure not defined by GAAP).

Segment

operating

profit

increased

percent

$85

million

the

six-month

period

ended

November

26,

2023,

compared

$53 million in

the same

period in

fiscal 2023,

primarily driven

by favorable

net price

realization and

mix and

the voluntary

recall on

certain international

Häagen-Dazs

ice cream

products

in fiscal

2023,

partially offset

by higher

input costs.

Segment operating

profit

increased 68

percent on a

constant-currency basis in

the six-month period

ended November 26,

2023, compared

to the same period

fiscal 2023 (see the “Non-GAAP Measures” section below for our use of this measure

not defined by GAAP).

Pet Segment Results

Pet net sales were as follows:

Quarter Ended

Six-Month Period Ended

Nov. 26,

2023

Nov. 26, 2023 vs

Nov. 27, 2022

Nov. 27,

2022

Nov. 26,

2023

Nov. 26, 2023 vs

Nov. 27, 2022

Nov. 27,

2022

Net sales (in millions)

569.3

(4)

592.9

1,149.2

(2)

1,172.8

Contributions from volume growth (a)

(11)

pts

(8)

pts

Net price realization and mix

pts

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 decreased 4 percent in the second

quarter of fiscal 2024,

compared to the same period in fiscal 2023,

driven by a decrease

in contributions from volume growth, partially offset by

favorable net price realization and mix.

Pet

net

sales

decreased

percent

the

six-month

period

ended

November

26,

2023,

compared

the

same

period

fiscal

2023,

driven by a decrease in contributions from volume growth, partially offset

by favorable net price realization and mix.

The components of Pet organic net sales growth are shown in the following

table:

Quarter Ended

Six-Month Period Ended

Nov. 26, 2023

Contributions from organic volume growth (a)

(11)

pts

(8)

pts

Organic net price realization and mix

pts

Organic net sales growth

(4)

pts

(2)

pts

Foreign currency exchange

Flat

Net sales growth

(4)

pts

(2)

pts

Note: Table may

not foot due to rounding.

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

Pet organic net

sales decreased 4 percent

in the second quarter

of fiscal 2024,

compared to the same

period in fiscal 2023,

driven by a

decrease in contributions from organic volume growth,

partially offset by favorable organic net price

realization and mix.

Pet organic

net sales

decreased

2 percent

in the

six-month period

ended November

26, 2023,

compared

to the

same period

in fiscal

2023,

driven by a decrease in contributions

from organic volume growth,

partially offset by favorable

organic net price realization and

mix.

Segment

operating

profit

increased 18

percent

to $102

million

the second

quarter

of fiscal

2024,

compared

to $87

million

the

same period

in fiscal

2023, primarily

driven by

favorable net

price realization

and mix,

partially offset

by a decrease

in contributions

from volume

growth and

an increase in

SG&A expenses.

Segment operating

profit increased

18 percent

on a

constant-currency basis

in the second quarter of fiscal 2024,

compared to the same period in fiscal 2023 (see the “Non-GAAP Measures” section

below for our

use of this measure not defined by GAAP).

Segment

operating

profit

increased

percent

$214 million

the

six-month

period

ended

November

26,

2023,

compared

$210 million

the

same

period

fiscal

2023,

primarily

driven

favorable

net

price

realization

and

mix,

partially

offset

decrease

contributions

from

volume

growth,

higher

input

costs,

and

increase

SG&A

expenses.

Segment

operating

profit

increased 2

percent on

a constant-currency

basis in

the six-month

period ended

November 26,

2023, compared

to the

same period

fiscal 2023 (see the “Non-GAAP Measures” section below for our use of this measure

not defined by GAAP).

North America Foodservice Segment Results

North America Foodservice net sales were as follows:

Quarter Ended

Six-Month Period Ended

Nov. 26,

2023

Nov. 26, 2023 vs

Nov. 27, 2022

Nov. 27,

2022

Nov. 26,

2023

Nov. 26, 2023 vs

Nov. 27, 2022

Nov. 27,

2022

Net sales (in millions)

582.0

Flat

583.0

1,118.0

1,079.4

Contributions from volume growth (a)

(1)

pts

Net price realization and mix

Flat

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 in the second quarter of fiscal 2024

essentially matched the same period in fiscal 2023.

North

America Foodservice

net sales

increased

4 percent

in the

six-month period

ended November

26, 2023,

compared to

the same

period in fiscal 2023, driven by an increase in contributions from volume growth

and favorable net price realization and mix.

The components of North America Foodservice organic

net sales growth are shown in the following table:

Quarter Ended

Six-Month Period Ended

Nov. 26, 2023

Contributions from organic volume growth (a)

(1)

Organic net price realization and mix

Flat

Organic net sales growth

Flat

pts

Foreign currency exchange

Flat

Acquisition (b)

Flat

pts

Net sales growth

Flat

pts

Note: Table may

not foot due to rounding.

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

(b) Acquisition of TNT Crust in fiscal 2023. Please see Note 2 to the Consolidated Financial Statements

in Part I, Item 1 of this report.

North America Foodservice organic net sales in the second

quarter of fiscal 2024, essentially matched the same period in fiscal 2023.

North America Foodservice

organic net sales

increased 2 percent

in the six-month

period ended November

26, 2023, compared

to the

same period in fiscal 2023, driven by an increase in contributions from organic

volume growth.

Segment operating profit increased 17 percent

to $96 million in the second quarter of fiscal 2024,

compared to $82 million in the same

period in

fiscal 2023,

primarily driven

by favorable

net price realization

and mix.

Segment operating

profit increased

17 percent on

constant-currency

basis

the

second

quarter

fiscal

2024,

compared

the

same

period

fiscal

2023

(see

the

“Non-GAAP

Measures” section below for our use of this measure not defined by GAAP).

Segment

operating

profit

increased

percent

$155

million

the

six-month

period

ended

November

26,

2023,

compared

$135 million in

the same

period in

fiscal 2023,

primarily driven

by favorable

net price

realization and

mix, partially

offset by

higher

input costs.

Segment operating

profit increased

14 percent

on a

constant-currency basis

in the

six-month period

ended November

26,

2023,

compared

the

same

period

fiscal

2023

(see

the

“Non-GAAP

Measures”

section

below

for

our

use

this

measure

not

defined by GAAP).

UNALLOCATED

CORPORATE

ITEMS

Unallocated corporate expenses totaled $157 million

in the second quarter of fiscal 2024,

compared to $212 million in the same period

in fiscal

2023. In

the second

quarter of

fiscal 2024,

we recorded

a $25 million

net increase

in expense

related to

the mark-to-market

valuation of

certain commodity

positions and

grain inventories, compared

to a $25 million

net increase

in expense in

the same period

last year. We

recorded $20 million of net losses related to valuation

adjustments on certain corporate investments in the second quarter

fiscal

2024,

compared

$36 million

net

losses

valuation

adjustments

and

the

loss

sale

certain

corporate

investments in the

second quarter of

fiscal 2023. We

recorded $8 million

of restructuring charges

in the second quarter

of fiscal 2024.

the second

quarter of

fiscal 2023,

recorded

a $3

million

charge

to a

voluntary

recall on

certain

international

Häagen-

Dazs

ice cream products. In addition, we recorded $3

million of integration costs primarily related to our acquisition of TNT Crust and

$2 million

of transaction

costs primarily

related to

the sale

of our

Helper main

meals and

Suddenly Salad

side dishes

business in

the

second quarter of fiscal 2023. Certain

compensation and benefits expenses decreased

in the second quarter of fiscal

2024, compared to

the same period last year.

Unallocated corporate

expenses totaled $244

million in the

six-month period

ended November

26, 2023, compared

to $545 million in

the

same

period

last

year.

recorded

$20

million

net

decrease

expense

the

mark-to-market

valuation

certain

commodity

positions

and

grain

inventories

the

six-month

period

ended

November

26,

2023,

compared

$200

million

net

increase in expense in the

same period last year.

We recorded

$22 million of net losses related

to valuation adjustments and the

sale of

corporate

investments in

the six-month

period ended

November 26,

2023, compared

to $62

million of

net losses

in the

same period

last year.

In the six-month period

ended November 27,

2022, we recorded

a $24 million charge

related to a voluntary

recall on certain

international

Häagen-Dazs

ice

cream

products.

recorded

$17

million

restructuring

charges

and

million

restructuring

initiative

project-related

costs

cost

sales

the

six-month

period

ended

November

26,

2023,

compared

million

restructuring

charges

in cost

of sales

in the

same period

last year.

In addition,

we recorded

$4 million

of integration

costs primarily

related to our

acquisition of TNT

Crust and $2

million of

transaction costs primarily

related to the

sale of our

Helper main

meals and

Suddenly Salad

side dishes business

in the

six-month period

ended November

27, 2022. Certain

compensation and

benefits expenses

decreased in the six-month period ended November 26, 2023, compared

to the same period last year.

LIQUIDITY

AND CAPITAL

RESOURCES

During the

six-month period

ended November

26, 2023,

cash provided by

operations was

$1,496 million compared

to $1,201 million

in the

same period

last year.

The $295

million increase

was mainly

driven by

a $282

million increase

in net

earnings, excluding

the

$431 million net divestitures gain in fiscal 2023.

Cash used by investing activities during the six-month

period ended November 26, 2023, was $316 million compared

to cash provided

by investing activities of $125 million

for the same period in fiscal

2023. During the first quarter

of fiscal 2023, we completed the

sale

the

Helper main

meals

and Suddenly

Salad side

dishes

business

for

$607

million

cash.

the

first

quarter

fiscal

2023,

acquired TNT

Crust for

$252 million

cash, net

of cash

acquired.

In addition,

we spent

$294 million

on purchases

of land,

buildings,

and equipment in the six months ended November 26, 2023, compared

to $227 million in the same period last year.

Cash

used

financing

activities

during

the

six-month

period

ended

November

26,

2023,

was

$1,174

million

compared

$1,230 million

of cash

used by

financing

activities in

the same

period in

fiscal 2023.

paid

$691 million

of dividends

in the

six-

month period ended November 26, 2023, compared

to $648 million in the same period last year.

We paid $1,30

million for purchases

common

stock

for

treasury

the

six-month

period

ended

November

26,

2023,

compared

$901

million

the

same

period

fiscal 2023.

In addition,

we had

$867 million

of net

debt issuances

in the

six-month period

ended November

26, 2023,

compared to

$253 million of net debt issuances in the same period a year ago.

As of

November

26,

2023, we

had

$473 million

of cash

and cash

equivalents

in foreign

jurisdictions. In

anticipation

of repatriating

funds from

foreign jurisdictions,

we record

local country

withholding taxes

on our

international earnings,

as applicable.

Furthermore,

may

repatriate

our

cash

and

cash

equivalents

held

our

foreign

subsidiaries

without

such

funds

being

subject

further

U.S.

income tax liability.

Earnings prior to fiscal 2018 from our foreign subsidiaries remain permanently

reinvested in those jurisdictions.

The following table details the fee-paid committed and uncommitted credit

lines we had available as of November 26, 2023:

In Billions

Facility

Amount

Borrowed

Amount

Committed credit facility expiring April 2026

2.7

Uncommitted credit facilities

0.6

0.1

Total committed

and uncommitted credit facilities

3.3

0.1

The

third-party

holder

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). The

floating preferred

return rate

on GMC’s

Class A Interests

the sum of three

-month Term

SOFR plus 186

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.

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

charged

directly

retained

earnings

and

will

increase

decrease

the

net

earnings

used

calculate EPS in that period.

To ensure availability

of funds, we maintain bank credit lines and have commercial paper programs

available to us in the United States

and Europe.

Certain

our

long-term

debt

agreements,

our

credit

facilities,

and

our

noncontrolling

interests

contain

restrictive

covenants.

November 26, 2023, we were in compliance with all of these covenants.

have $1,321 million

of long-term debt

maturing in the

next 12 months

that is classified

as current, including

$500 million of

3.65

percent fixed-rate

notes due

February 15,

2024, and

€750 million

of floating-rate

notes due

November 8,

2024. 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.

CRITICAL ACCOUNTING ESTIMATES

Our significant accounting policies are described in Note 2

to the Consolidated Financial Statements included

in our Annual Report on

Form

10-K for

the fiscal

year ended

May 28,

2023. The

accounting policies

used in

preparing our

interim fiscal

2024

Consolidated

Financial

Statements

are

the

same

those

described

our

Form

10-K

with

the

exception

the

new

accounting

requirements

adopted in the first quarter of fiscal 2024. Please see Note 1

to the Consolidated Financial Statements in Part I, Item 1 of

this report for

additional information.

Our

critical

accounting

estimates

are

those

that

have

meaningful

impact

the

reporting

our

financial

condition

and

results

operations.

These

estimates

include

our

accounting

for

revenue

recognition,

valuation

long-lived

assets,

intangible

assets,

stock-

based compensation,

income taxes,

and defined

benefit pension,

other postretirement

benefit, and

postemployment benefit

plans. The

assumptions and methodologies used in the determination of those

estimates as of November 26, 2023, are the same as those described

in our Annual Report on Form 10-K for the fiscal year ended May 28, 2023.

Our

annual

goodwill

and

indefinite-lived

intangible

assets

impairment

test

was

performed

the

first

day

the

second

quarter

fiscal 2024. As a

result of lower future profitability

projections for our Latin

America reporting unit, we

determined that the fair

value

of the

reporting unit

was less

than its

book value

and recorded

a $117

million non-cash

goodwill impairment

charge in

restructuring,

impairment,

and

other

exit

costs

our

Consolidated

Statements

Earnings.

Our

estimates

fair

value

for

goodwill

impairment

testing

were

determined

based

discounted

cash

flow

model

using

inputs

from

our

long-range

planning

process

determine

growth

rates

for

sales

and

profits.

Other

significant

assumptions

include

weighted

average

cost

capital

rates,

perpetuity

growth

assumptions, market comparables, and tax rates. The fair value is a Level 3

asset in the fair value hierarchy.

All other intangible

asset fair values

were substantially

in excess of

the carrying

values, except for

the

True Chews

and

Uncle Toby’s

brand intangible

assets. In

addition, while

having significant

coverage as

of our

fiscal 2024

assessment date,

the

Progresso

Nudges

Top

Chews

and

EPIC

brand

intangible

assets

had

risk

decreasing

coverage.

will

continue

monitor

these

businesses

for

potential impairment.

RECENTLY

ISSUED ACCOUNTING PRONOUNCEMENTS

In November 2023, the Financial Accounting

Standards Board (FASB)

issued Accounting Standards Update

(ASU) 2023-07 requiring

enhanced segment disclosures.

The ASU requires

disclosure of significant

segment expenses regularly

provided to the

chief operating

decision

maker (CODM)

included

within

segment operating

profit or

loss.

Additionally,

the

ASU requires

a description

of how

the

CODM utilizes segment

operating profit or

loss to assess segment

performance. The requirements

of the ASU are

effective for annual

periods beginning after December 15,

2023, and interim periods within fiscal

years beginning after December 15, 2024.

For us, annual

reporting

requirements

will be

effective

for our

fiscal

2025 and

interim

reporting requirements

will be

effective

beginning

with

our

first quarter of fiscal 2026. Early adoption is permitted and

retrospective application is required for all periods presented. We

are in the

process of analyzing the impact of the ASU on our related disclosures.

December

2023,

the

FASB

issued

ASU

2023-09

requiring

enhanced

income

tax

disclosures.

The

ASU

requires

disclosure

specific

categories

and

disaggregation

information

the

rate

reconciliation

table.

The

ASU

also

requires

disclosure

disaggregated

information

income

taxes

paid,

income

loss

from

continuing

operations

before

income

tax

expense

benefit, and

income tax

expense or benefit

from continuing

operations. The

requirements of

the ASU are

effective for

annual periods

beginning after December 15, 2024,

which for us is fiscal 2026.

Early adoption is permitted

and the amendments should be

applied on

a prospective

basis. Retrospective

application is

permitted. We

are in

the process

of analyzing

the impact

of the

ASU on

our related

disclosures.

NON-GAAP MEASURES

have

included

this

report

measures

financial

performance

that

are not

defined

GAAP.

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

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.

Goodwill impairment

Non-cash

goodwill

impairment

charge

to our

Latin America

reporting

unit.

Please see

Note

the

Consolidated

Financial

Statements in Part I, Item 1 of this report.

Restructuring charges and project-related costs

Restructuring

charges

and

project-related

costs

commercial

strategy

restructuring

action

and

previously

announced

restructuring actions

recorded in

fiscal 2024.

Restructuring charges

for previously

announced restructuring

actions recorded

in fiscal

2023. Please see Note 3 to the Consolidated Financial Statements in Part I, Item 1

of this report.

Investment activity, net

Valuation

adjustments of

certain corporate

investments in

fiscal 2024.

Valuation

adjustments and the

loss on sale

of certain corporate

investments in fiscal 2023.

Mark-to-market effects

Net

mark-to-market

valuation

certain

commodity

positions

recognized

unallocated

corporate

items.

Please

see

Note

the

Consolidated Financial Statements in Part I, Item 1 of this report.

Transaction costs

Immaterial

transaction

costs

incurred

fiscal

2024.

Transaction

costs

primarily

the

sale

our

Helper

main

meals

and

Suddenly Salad side dishes

business in fiscal 2023. Please

see Note 2 to the

Consolidated Financial Statements in Part

I, Item 1 of

this

report.

Product recall

Costs related to the fiscal 2023 voluntary recall of certain international

Häagen-Dazs

ice cream products.

Acquisition integration costs

Integration

costs

primarily

resulting

from

the

acquisition

TNT

Crust

fiscal

2024

and

fiscal

2023.

Please

see

Note

the

Consolidated Financial Statements in Part I, Item 1 of this report.

Divestitures gain, net

Net divestitures

gain primarily

related to

the sale

of our

Helper main

meals and

Suddenly Salad

side dishes

business in

fiscal 2023.

Please see Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.

Organic Net Sales Growth Rates

provide organic

net sales

growth rates

for our

consolidated net

sales and

segment net

sales. This

measure is

used in

reporting to

our

Board

Directors

and

executive

management

and

component

the

measurement

our

performance

for

incentive

compensation purposes.

believe that

organic net

sales growth

rates provide

useful information

to investors

because they

provide

transparency

underlying

performance

our

net

sales

excluding

the

effect

that

foreign

currency

exchange

rate

fluctuations,

acquisitions, divestitures,

and a 53

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 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 basis.

Our adjusted operating profit margins are calculated as follows:

Quarter Ended

Nov. 26, 2023

Nov. 27, 2022

In Millions

Value

Percent of

Net Sales

Value

Percent of

Net Sales

Operating profit as reported

811.8

15.8

799.8

15.3

Goodwill impairment

117.1

2.3

Restructuring charges

14.8

0.3

11.6

0.2

Investment activity, net

19.6

0.4

35.7

0.7

Mark-to-market effects

25.1

0.5

25.1

0.5

Project-related costs

0.3

Transaction costs

0.6

1.8

Product recall

0.2

2.9

0.1

Acquisition integration costs

2.8

0.1

Adjusted operating profit

989.4

19.3

879.7

16.9

Six-Month Period Ended

Nov. 26, 2023

Nov. 27, 2022

In Millions

Value

Percent of

Net Sales

Value

Percent of

Net Sales

Operating profit as reported

1,741.8

17.3

1,885.4

19.0

Goodwill impairment

117.1

1.2

Restructuring charges

24.6

0.2

13.9

0.1

Investment activity, net

22.5

0.2

62.0

0.6

Mark-to-market effects

(19.8)

(0.2)

199.8

2.0

Project-related costs

1.1

Transaction costs

0.6

2.0

Product recall

0.4

24.4

0.2

Acquisition integration costs

0.2

4.3

Divestitures gain, net

(430.9)

(4.3)

Adjusted operating profit

1,888.4

18.8

1,760.9

17.7

Note: Tables

may not foot due to rounding.

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

believe that

this measure provides

useful information

to investors because

it is

the

operating

profit

measure

use

evaluate

operating

profit

performance

comparable

year-to-year

basis.

The

measure

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:

Quarter Ended

Six-Month Period Ended

Nov. 26, 2023

Nov. 27, 2022

Change

Nov. 26, 2023

Nov. 27, 2022

Change

Operating profit as reported

811.8

799.8

1,741.8

1,885.4

(8)

Goodwill impairment

117.1

Restructuring charges

14.8

11.6

24.6

13.9

Investment activity, net

19.6

35.7

22.5

62.0

Mark-to-market effects

25.1

(19.8)

199.8

Project-related costs

0.3

1.1

Transaction costs

0.6

1.8

0.6

2.0

Product recall

0.2

2.9

0.4

24.4

Acquisition integration costs

2.8

0.2

4.3

Divestitures gain, net

(430.9)

Adjusted operating profit

989.4

879.7

1,888.4

1,760.9

Foreign currency exchange impact

Flat

Adjusted operating profit growth,

on a constant-currency basis

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 Diluted EPS and Related Constant-currency Growth Rates

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 rates follows:

Quarter Ended

Six-Month Period Ended

Per Share Data

Nov. 26, 2023

Nov. 27, 2022

Change

Nov. 26, 2023

Nov. 27, 2022

Change

Diluted earnings per share, as reported

1.02

1.01

2.16

2.36

(8)

Goodwill impairment

0.14

Restructuring charges

0.02

0.03

0.02

Investment activity, net

0.03

0.04

0.03

0.08

Mark-to-market effects

0.03

(0.03)

0.25

Product recall

0.03

Acquisition integration costs

0.01

Divestitures gain, net

(0.54)

Adjusted diluted earnings per share

1.25

1.10

2.34

2.21

Foreign currency exchange impact

Flat

(1)

Adjusted diluted earnings per share

growth, on a constant-currency basis

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.

Constant-currency After-tax Earnings from Joint Ventures

Growth Rates

believe that

this measure

provides useful

information to

investors because

it provides

transparency to

underlying performance

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 rates on a constant-currency

basis are calculated as follows:

Percentage Change in

After-Tax

Earnings from Joint

Ventures

as Reported

Impact of Foreign

Currency

Exchange

Percentage Change in After-Tax

Earnings from Joint Ventures

on Constant-Currency Basis

Quarter Ended Nov. 26,

2023

(5)

(9)

pts

Six-Month Period Ended Nov.

26, 2023

(8)

pts

Note: Table may

not foot due to rounding.

Net Sales Growth Rates for Our Canada Operating Unit on Constant-currency

Basis

believe

that

this

measure

our

Canada

operating

unit

net

sales

provides

useful

information

investors

because

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

year-to-year

comparability

given

volatility

foreign

currency

exchange markets.

Net sales growth rates for our Canada operating unit on a constant-currency

basis are calculated as follows:

Percentage Change in

Net Sales

as Reported

Impact of Foreign

Currency

Exchange

Percentage Change in

Net Sales on Constant-

Currency Basis

Quarter Ended Nov. 26,

2023

(2)

pts

Six-Month Period Ended Nov.

26, 2023

(2)

pts

Note: Table may

not foot due to rounding.

Constant-currency Segment Operating Profit Growth Rates

believe that

this measure

provides useful

information to

investors because

it provides

transparency to

underlying performance

our

segments

excluding

the

effect

that

foreign

currency

exchange

rate

fluctuations

have

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:

Quarter Ended Nov. 26, 2023

Percentage Change in

Operating Profit

as Reported

Impact of Foreign

Currency

Exchange

Percentage Change in Operating

Profit on Constant-Currency

Basis

North America Retail

Flat

International

(6)

pts

100

Pet

Flat

North America Foodservice

Flat

Six-Month Period Ended Nov.

26, 2023

Percentage Change in

Operating Profit

as Reported

Impact of Foreign

Currency

Exchange

Percentage Change in Operating

Profit on Constant-Currency

Basis

North America Retail

Flat

International

(7)

pts

Pet

Flat

North America Foodservice

Flat

Note: Tables may not

foot due to rounding.

Adjusted Effective Income Tax

Rates

believe

this

measure

provides

useful

information

investors

because

presents

the

adjusted

effective

income

tax

rate

comparable year-to-year basis.

Adjusted effective income tax rates are calculated as follows:

Quarter Ended

Six-Month Period Ended

Nov. 26, 2023

Nov. 27, 2022

Nov. 26, 2023

Nov. 27, 2022

In Millions

(Except Per Share Data)

Pretax

Earnings

(a)

Income

Taxes

Pretax

Earnings

(a)

Income

Taxes

Pretax

Earnings

(a)

Income

Taxes

Pretax

Earnings

(a)

Income

Taxes

As reported

714.1

136.0

730.0

147.1

1,544.1

309.2

1,749.6

363.2

Goodwill impairment

117.1

34.7

117.1

34.7

Restructuring charges

14.8

4.5

11.6

3.2

24.6

9.2

13.9

3.8

Investment activity, net

19.6

4.2

35.7

13.0

22.5

5.2

62.0

13.5

Mark-to-market effects

25.1

5.7

25.1

5.8

(19.8)

(4.6)

199.8

46.0

Project-related costs

0.3

0.1

1.1

0.4

Transaction costs

0.6

1.8

0.6

2.0

0.6

Product recall

0.2

2.9

0.7

0.4

0.1

24.4

5.6

Acquisition integration costs

2.8

0.7

0.2

0.1

4.3

1.0

Divestitures gain, net

(430.9)

(101.9)

As adjusted

891.7

185.2

809.9

171.0

1,690.8

354.2

1,625.1

331.8

Effective tax rate:

As reported

19.0%

20.2%

20.0%

20.8%

As adjusted

20.8%

21.1%

21.0%

20.4%

Sum of adjustment to income taxes

49.4

23.9

45.1

(31.4)

Average number

of common shares

- diluted EPS

583.4

602.0

587.4

604.0

Impact of income tax adjustments

on adjusted diluted EPS

(0.08)

(0.04)

(0.08)

0.05

Note: Table may not foot due to rounding.

(a)

Earnings before income taxes and after-tax earnings from joint ventures.

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

Glossary

AOCI

. Accumulated other comprehensive income (loss).

Adjusted diluted EPS.

Diluted EPS 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-over-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

effect

for

the

comparable

prior-year

period.

present

this

information,

current

period

results

for

entities

reporting

currencies other

than United

States dollars

are translated

into United

States dollars

at the

average exchange

rates in

effect during

the

corresponding

period

the

prior

fiscal

year,

rather

than

the

actual

average

exchange

rates

effect

during

the

current

fiscal

year.

Therefore,

the

foreign

currency

impact

equal

current

year

results

local

currencies

multiplied

the

change

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.

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 stock

prices.

Euribor.

Euro 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.

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 noncontrolling

and redeemable

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

the

hedging

relationship

highly

effective,

and

only

prospectively

from

the

date

hedging

relationship

formally

documented.

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.

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

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 subsidiaries held by third parties.

Notional

amount.

The

amount

position

agreed

upon

amount

derivative

contract

which

the

value

financial

instruments are calculated.

OCI.

Other Comprehensive Income.

Organic net sales growth

. Net sales growth adjusted

for foreign currency translation,

acquisitions, divestitures and a

fiscal week,

when applicable.

Project-related costs.

Costs incurred related to our restructuring initiatives not included in restructuring

charges.

Reporting unit

. An operating segment or a business one level below an operating

segment.

SOFR.

Secured Overnight Financing Rate.

Strategic

Revenue

Management

(SRM).

company-wide

capability

focused

generating

sustainable

benefits

from

net

price

realization

and

mix

identifying

and

executing

against

specific

opportunities

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.

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.

Working capital

. Current assets and current liabilities, all as of the last day of our fiscal year.

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

our

filings

with

the

Securities

and

Exchange

Commission

and

our

reports

stockholders.

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

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

affected

variety

factors,

such

as:

disruptions

inefficiencies

the

supply

chain;

competitive

dynamics in the consumer foods

industry and the markets for

our products, including new product

introductions, advertising activities,

pricing actions, and promotional

activities of our competitors;

economic conditions, including

changes in inflation rates,

interest rates,

tax

rates,

the

availability

capital;

product

development

and

innovation;

consumer

acceptance

new

products

and

product

improvements;

consumer

reaction

pricing

actions

and

changes

promotion

levels;

acquisitions

dispositions

businesses

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 critical

accounting estimates;

product

quality

and

safety

issues,

including

recalls

and

product

liability;

changes

consumer

demand

for

our

products;

effectiveness

advertising,

marketing,

and

promotional

programs;

changes

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

significant

customers;

fluctuations

the

cost

and

availability

supply

chain

resources,

including

raw

materials,

packaging,

energy,

and

transportation;

effectiveness

restructuring

and

cost

saving

initiatives;

volatility

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 Part

I of our

Annual Report on

Form 10-K for

the fiscal year

ended May 28, 2023, 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 3.

Quantitative and Qualitative Disclosures About Market Risk.

The

estimated

maximum

potential

value-at-risk

arising

from

one-day

loss

fair

value

for

our

interest

rate,

foreign

exchange,

commodity, and equity

market-risk-sensitive instruments outstanding as of November 26,

2023, was as follows:

In Millions

One-day Risk

of Loss

Change During

Six-Month

Period Ended

Nov. 26, 2023

Analysis of Change

Interest rate instruments

(9)

Lower interest rate volatility

Foreign currency instruments

(8)

Net price stability in portfolio

Commodity instruments

(1)

Immaterial

Equity instruments

(1)

Immaterial

For additional information, see Item 7A of Part II of our Annual Report on Form 10-K

for the fiscal year ended May 28, 2023.

Item 4.

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

the design

and

operation

our

disclosure

controls

and

procedures

(as

defined

Rule

13a-15(e)

under

the

Securities

Exchange

Act

1934).

Based

our

evaluation,

our

Chief

Executive

Officer

and

Chief

Financial

Officer

have

concluded

that,

November

26,

2023,

our

disclosure

controls

and

procedures

were

effective

ensure

that

information required to

be disclosed by us

in reports that we

file or submit under

the Securities Exchange Act

of 1934 is (1)

recorded,

processed, summarized,

and reported

within the

time periods

specified in

Securities and

Exchange Commission

rules and

forms, and

(2)

accumulated

and

communicated

our

management,

including

our

Chief

Executive

Officer

and

Chief

Financial

Officer,

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 Securities Exchange

Act

1934)

during

the

quarter

ended

November

26,

2023,

that

materially

affected,

are

reasonably

likely

materially

affect,

our

internal control over financial reporting.

PART

II.

OTHER INFORMATION

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

The

following

table

sets forth

information

with

respect

our

common

stock

that we

purchased

during

the quarter

ended

November 26, 2023:

Period

Total

Number

of Shares

Purchased (a)

Average

Price Paid

Per Share

Total

Number of Shares

Purchased as Part of a Publicly

Announced Program (b)

Maximum Number of Shares

that may yet be Purchased

Under the Program (b)

August 28, 2023 -

September 24, 2023

1,885,427

64.39

1,885,427

76,589,932

September 25, 2023 -

October 29, 2023

3,286,392

62.75

3,286,392

73,303,540

October 30, 2023 -

November 26, 2023

7,272,350

64.95

7,272,350

66,031,190

Total

12,444,169

64.29

12,444,169

66,031,190

(a)

The total number

of shares purchased

includes shares of

common stock withheld

for the payment

of withholding taxes

upon the distribution

deferred option units.

(b)

On June

27, 2022,

our Board

of Directors approved

an 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

expiration date for the authorization.

Item 5.

Other Information.

During

the

fiscal

quarter

ended

November

26,

2023,

director

officer

the

Company

adopted

terminated

“Rule

10b5-1

trading arrangement” or “

non-Rule

10b5-1

trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

PART

II. OTHER INFORMATION

Item 6.

Exhibits.

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

Financial Statements from the

Quarterly Report on Form

10-Q of the Company

for the quarter ended November

26,

2023,

formatted

Inline

Extensible

Business

Reporting

Language:

(i)

Consolidated

Statements

Earnings;

(ii)

Consolidated

Statements

Comprehensive

Income,

(iii)

Consolidated

Balance

Sheets;

(iv)

Consolidated

Statements of

Total

Equity; (v)

Consolidated Statements

of Cash

Flows; and

(vi) Notes

to Consolidated

Financial

Statements.

104

Cover Page, formatted in Inline Extensible Business Reporting Language

and contained in Exhibit 101.

SIGNATURES

Pursuant

the

requirements

the

Securities

Exchange

Act

1934,

the

registrant

has

duly

caused

this

report

signed

its

behalf by the undersigned thereunto duly authorized.

GENERAL MILLS, INC.

(Registrant)

Date: December 20, 2023

/s/ Mark A. Pallot

Mark A. Pallot

Vice President, Chief Accounting

Officer

(Principal Accounting Officer and Duly Authorized

Officer)