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

FEBRUARY 25, 2024

☐

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

check

mark

whether

the

registrant

large

accelerated

filer,

accelerated

filer,

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

Common

Stock

outstanding

March

13,

2024:

564,548,763

(excluding

190,080,991

held

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 nine-month periods ended February 25, 2024 and

February 26, 2023

Consolidated Statements of Comprehensive Income for the quarters and nine-month periods ended February

25, 2024 and February 26, 2023

Consolidated Balance Sheets as of February 25, 2024 and May 28, 2023

Consolidated Statements of Total Equity for the quarters and nine-month periods ended February 25, 2024

and February 26, 2023

Consolidated Statements of Cash Flows for the nine-month periods ended February 25, 2024 and February

26, 2023

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

Nine-Month Period Ended

Feb. 25, 2024

Feb. 26, 2023

Feb. 25, 2024

Feb. 26, 2023

Net sales

5,099.2

5,125.9

15,143.3

15,064.2

Cost of sales

3,391.8

3,461.1

9,899.5

10,246.6

Selling, general, and administrative expenses

790.9

946.9

2,460.7

2,632.5

Divestitures gain, net

(13.7)

(444.6)

Restructuring, impairment, and other exit costs

5.8

1.4

130.6

14.1

Operating profit

910.7

730.2

2,652.5

2,615.6

Benefit plan non-service income

(18.6)

(21.6)

(55.7)

(65.0)

Interest, net

121.7

98.3

356.5

277.5

Earnings before income taxes and after-tax earnings

from

joint ventures

807.6

653.5

2,351.7

2,403.1

Income taxes

149.3

108.3

458.5

471.5

After-tax earnings from joint ventures

18.0

12.7

65.7

57.9

Net earnings, including earnings attributable to

noncontrolling interests

676.3

557.9

1,958.9

1,989.5

Net earnings attributable to noncontrolling interests

6.2

4.8

19.8

10.5

Net earnings attributable to General Mills

670.1

553.1

1,939.1

1,979.0

Earnings per share – basic

1.18

0.94

3.35

3.32

Earnings per share – diluted

1.17

0.92

3.33

3.28

See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

Quarter Ended

Nine-Month Period Ended

Feb. 25, 2024

Feb. 26, 2023

Feb. 25, 2024

Feb. 26, 2023

Net earnings, including earnings attributable to

noncontrolling interests

676.3

557.9

1,958.9

1,989.5

Other comprehensive income (loss), net of tax:

Foreign currency translation

2.4

12.5

(38.0)

(98.7)

Other fair value changes:

Hedge derivatives

(6.9)

(5.7)

(7.3)

(23.2)

Reclassification to earnings:

Foreign currency translation

(7.4)

Hedge derivatives

(0.1)

18.9

(2.3)

18.5

Amortization of losses and prior service costs

9.1

13.9

27.4

42.2

Other comprehensive income (loss), net of tax

4.5

39.6

(20.2)

(68.6)

Total comprehensive

income

680.8

597.5

1,938.7

1,920.9

Comprehensive income attributable to noncontrolling

interests

6.0

4.9

20.0

9.9

Comprehensive income attributable to General Mills

674.8

592.6

1,918.7

1,911.0

See accompanying notes to consolidated financial statements.

Consolidated Balance Sheets

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except Par Value)

Feb. 25, 2024

May 28, 2023

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

588.6

585.5

Receivables

1,771.1

1,683.2

Inventories

1,828.0

2,172.0

Prepaid expenses and other current assets

466.8

735.7

Total current

assets

4,654.5

5,176.4

Land, buildings, and equipment

3,643.6

3,636.2

Goodwill

14,433.7

14,511.2

Other intangible assets

6,957.2

6,967.6

Other assets

1,171.5

1,160.3

Total assets

30,860.5

31,451.7

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

3,613.5

4,194.2

Current portion of long-term debt

812.2

1,709.1

Notes payable

686.7

31.7

Other current liabilities

1,949.5

1,600.7

Total current

liabilities

7,061.9

7,535.7

Long-term debt

11,015.1

9,965.1

Deferred income taxes

2,023.5

2,110.9

Other liabilities

1,068.7

1,140.0

Total liabilities

21,169.2

20,751.7

Stockholders’ equity:

Common stock,

754.6

shares issued, $

0.10

par value

75.5

Additional paid-in capital

1,210.3

1,222.4

Retained earnings

20,416.7

19,838.6

Common stock in treasury,

at cost, shares of

190.1

and

168.0

(9,968.4)

(8,410.0)

Accumulated other comprehensive loss

(2,297.3)

(2,276.9)

Total stockholders’

equity

9,436.8

10,449.6

Noncontrolling interests

254.5

250.4

Total equity

9,691.3

10,700.0

Total liabilities and equity

30,860.5

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

Feb. 25, 2024

Feb. 26, 2023

Amount

Total equity,

beginning balance

9,631.9

10,372.1

Common stock,

billion shares authorized, $

0.10

par value

754.6

75.5

754.6

75.5

Additional paid-in capital:

Beginning balance

1,201.8

1,155.3

Stock compensation plans

(11.1)

21.9

Unearned compensation related to stock unit awards

1.8

(14.8)

Earned compensation

17.8

28.7

Ending balance

1,210.3

1,191.1

Retained earnings:

Beginning balance

20,080.9

18,991.9

Net earnings attributable to General Mills

670.1

553.1

Cash dividends declared ($

0.59

and $

0.54

per share)

(334.3)

(318.5)

Ending balance

20,416.7

19,226.5

Common stock in treasury:

Beginning balance

(185.7)

(9,677.4)

(164.4)

(8,023.5)

Shares purchased, including excise tax of $

2.8

and

0.4

million

(4.7)

(303.1)

(2.9)

(251.0)

Stock compensation plans

0.3

12.1

1.1

54.4

Ending balance

(190.1)

(9,968.4)

(166.2)

(8,220.1)

Accumulated other comprehensive loss:

Beginning balance

(2,302.0)

(2,078.0)

Other comprehensive income

4.7

39.5

Ending balance

(2,297.3)

(2,038.5)

Noncontrolling interests:

Beginning balance

253.1

250.9

Comprehensive income

6.0

4.9

Distributions to noncontrolling interest holders

(4.6)

(6.6)

Ending balance

254.5

249.2

Total equity,

ending balance

9,691.3

10,483.7

See accompanying notes to consolidated financial statements.

Consolidated Statements of Total

Equity

GENERAL MILLS, INC. AND SUBSIDIARIES

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

Nine-Month Period Ended

Feb. 25, 2024

Feb. 26, 2023

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

(10.3)

23.8

Unearned compensation related to stock unit awards

(78.1)

(100.6)

Earned compensation

76.3

85.0

Ending balance

1,210.3

1,191.1

Retained earnings:

Beginning balance

19,838.6

18,532.6

Net earnings attributable to General Mills

1,939.1

1,979.0

Cash dividends declared ($

2.36

and $

2.16

per share)

(1,361.0)

(1,285.1)

Ending balance

20,416.7

19,226.5

Common stock in treasury:

Beginning balance

(168.0)

(8,410.0)

(155.7)

(7,278.1)

Shares purchased, including excise tax of $

15.0

and

0.4

million

(23.5)

(1,616.6)

(15.0)

(1,152.3)

Stock compensation plans

1.4

58.2

4.5

210.3

Ending balance

(190.1)

(9,968.4)

(166.2)

(8,220.1)

Accumulated other comprehensive loss:

Beginning balance

(2,276.9)

(1,970.5)

Other comprehensive loss

(20.4)

(68.0)

Ending balance

(2,297.3)

(2,038.5)

Noncontrolling interests:

Beginning balance

250.4

245.6

Comprehensive income

20.0

9.9

Distributions to noncontrolling interest holders

(16.6)

(11.4)

Change in ownership interest

0.7

Divestiture

5.1

Ending balance

254.5

249.2

Total equity,

ending balance

9,691.3

10,483.7

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

Nine-Month Period Ended

Feb. 25, 2024

Feb. 26, 2023

Cash Flows - Operating Activities

Net earnings, including earnings attributable to noncontrolling interests

1,958.9

1,989.5

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

Depreciation and amortization

412.2

411.0

After-tax earnings from joint ventures

(65.7)

(57.9)

Distributions of earnings from joint ventures

31.4

36.6

Stock-based compensation

76.7

86.7

Deferred income taxes

(85.5)

(71.2)

Pension and other postretirement benefit plan contributions

(20.0)

(20.2)

Pension and other postretirement benefit plan costs

(20.2)

Divestitures gain, net

(444.6)

Restructuring, impairment, and other exit costs

119.7

(14.6)

Changes in current assets and liabilities, excluding the effects of

acquisitions and divestitures

(9.6)

21.3

Other, net

41.0

110.6

Net cash provided by operating activities

2,438.9

2,027.0

Cash Flows - Investing Activities

Purchases of land, buildings, and equipment

(485.6)

(351.3)

Acquisition, net of cash acquired

(25.5)

(251.5)

Proceeds from divestitures, net of cash divested

633.1

Investments in affiliates, net

(1.5)

(30.8)

Proceeds from disposal of land, buildings, and equipment

0.2

0.8

Other, net

4.8

(6.4)

Net cash used by investing activities

(507.6)

(6.1)

Cash Flows - Financing Activities

Change in notes payable

654.5

159.2

Issuance of long-term debt

1,000.0

501.8

Payment of long-term debt

(900.0)

(600.0)

Proceeds from common stock issued on exercised options

11.1

168.0

Purchases of common stock for treasury

(1,601.6)

(1,152.3)

Dividends paid

(1,028.0)

(967.4)

Distributions to noncontrolling interest holders

(16.6)

(11.4)

Other, net

(47.0)

(53.5)

Net cash used by financing activities

(1,927.6)

(1,955.6)

Effect of exchange rate changes on cash and cash equivalents

(0.6)

(16.0)

Increase in cash and cash equivalents

3.1

49.3

Cash and cash equivalents - beginning of year

585.5

569.4

Cash and cash equivalents - end of period

588.6

618.7

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

acquisitions and divestitures:

Receivables

(83.8)

(132.4)

Inventories

347.8

(237.0)

Prepaid expenses and other current assets

269.4

151.5

Accounts payable

(543.7)

(41.6)

Other current liabilities

0.7

280.8

Changes in current assets and liabilities

(9.6)

21.3

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

February

25,

2024,

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

for us

in our

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

Nine-Month Period Ended

In Millions

Feb. 25, 2024

Feb. 26, 2023

Feb. 25, 2024

Feb. 26, 2023

Goodwill impairment

117.1

Commercial strategy actions

9.0

14.1

(Recoveries) charges associated with restructuring actions

previously announced

(3.1)

2.1

16.4

16.0

Total

5.9

2.1

147.6

16.0

the

third

quarter

fiscal

2024,

did

not

undertake

any

new

restructuring

actions.

recorded

9.0

million

restructuring

charges

the

third

quarter

fiscal

2024

and

14.1

million

restructuring

charges

the

nine-month

period

ended

February

25,

2024, related to commercial strategy

actions approved in the second quarter

of fiscal 2024. We

recorded a $

3.1

million net recovery of

restructuring

charges

the

third

quarter

fiscal

2024

and

16.4

million

restructuring

charges

the

nine-month

period

ended

February

25,

2024,

restructuring

actions

previously

announced.

recorded

2.1

million

restructuring

charges

the

third quarter

of fiscal

2023

and $

16.0

million of

restructuring charges

in the

nine-month period

ended February

26, 2023,

related to

restructuring actions previously announced.

We expect these actions to

be completed by the end of fiscal 2026.

In the third

quarter of fiscal

2024, we decreased

the estimate of

restructuring charges

that we expect

to incur related

to our previously

announced

actions

to enhance

the

efficiency

of our

global

supply

chain

structure.

expect to

incur

approximately

million

restructuring charges and project-related costs related

to these actions, of which approximately $

million will be cash. These charges

are

expected

consist

approximately

million

severance

and

million

other

costs,

primarily

million

asset

impairment and $

million of asset write-offs. We

expect these actions to be completed by the end of fiscal 2025.

paid

net

27.9

million

of cash

the

nine-month

period

ended

February

25,

2024,

restructuring

actions.

paid

net

30.6

million of cash in the same period of fiscal 2023.

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.

Restructuring and impairment charges and project-related

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

Quarter Ended

Nine-Month Period Ended

In Millions

Feb. 25, 2024

Feb. 26, 2023

Feb. 25, 2024

Feb. 26, 2023

Restructuring, impairment, and other exit costs

5.8

1.4

130.6

14.1

Cost of sales

0.1

0.7

17.0

1.9

Total restructuring

and impairment charges

5.9

2.1

147.6

16.0

Project-related costs classified in cost of sales

0.5

1.6

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 net recoveries, including foreign currency translation

(0.1)

Utilized in fiscal 2024

(27.7)

Reserve balance as of Feb. 25, 2024

19.9

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

Feb. 25, 2024

May 28, 2023

Goodwill

14,433.7

14,511.2

Other intangible assets:

Intangible assets not subject to amortization:

Brands and other indefinite-lived intangibles

6,715.7

6,712.4

Intangible assets subject to amortization:

Customer relationships and other finite-lived intangibles

387.0

386.3

Less accumulated amortization

(145.5)

(131.1)

Intangible assets subject to amortization, net

241.5

255.2

Other intangible assets

6,957.2

6,967.6

Total

21,390.9

21,478.8

Based on the

carrying value of

finite-lived intangible assets

as of February

25, 2024, 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 nine-month period

ended February 25, 2024, 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

1.0

(0.1)

8.3

3.5

12.7

Balance as of Feb. 25, 2024

6,543.4

6,062.8

805.5

599.6

422.4

14,433.7

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

period ended February 25, 2024, were as follows:

In Millions

Total

Balance as of May 28, 2023

6,967.6

Amortization, net of foreign currency translation

(10.4)

Balance as of Feb. 25, 2024

6,957.2

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

Feb. 25, 2024

May 28, 2023

Finished goods

1,772.1

2,066.9

Raw materials and packaging

501.2

572.2

Grain

103.3

133.8

Excess of FIFO over LIFO cost

(548.6)

(600.9)

Total

1,828.0

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 nine-month periods ended

February 25, 2024, and February 26, 2023, included:

Quarter Ended

Nine-Month Period Ended

In Millions

Feb. 25, 2024

Feb. 26, 2023

Feb. 25, 2024

Feb. 26, 2023

Net loss on mark-to-market valuation of certain

commodity positions

(24.5)

(30.2)

(34.3)

(123.4)

Net loss (gain) on commodity positions reclassified from

unallocated corporate items to segment operating profit

11.7

(21.5)

29.5

(85.0)

Net mark-to-market revaluation of certain grain inventories

(12.9)

(14.9)

(1.1)

(58.0)

Net mark-to-market valuation of certain commodity

positions recognized in unallocated corporate items

(25.7)

(66.6)

(5.9)

(266.4)

February

25,

2024,

the

net

notional

value

commodity

derivatives

was

306.3

million,

which

124.2

million

energy inputs and $

182.1

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

will be utilized within the

months.

the

third

quarter

fiscal

2024,

advance

our

500.0

million

debt

issuance,

entered

into

and

settled

250.0

million

treasury locks, resulting in a gain of $

0.3

million.

also have net

investments in

foreign subsidiaries

that are denominated

in euros. As

of February

25, 2024, we

hedged a portion

these investments with €

2,967.5

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 as of February 25, 2024,

and were Level 1 or Level 2 assets and

liabilities in the fair value hierarchy.

We 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. As of February

25, 2024, $

1,348.9

million of our total accounts

payable were payable to

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

Feb. 25, 2024

May 28, 2023

U.S. commercial paper

683.3

Financial institutions

3.4

31.7

Total

686.7

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 February 25, 2024:

In Billions

Facility

Amount

Borrowed

Amount

Committed credit facility expiring April 2026

2.7

Uncommitted credit facilities

0.6

Total committed

and uncommitted credit facilities

3.3

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 February 25, 2024.

Long-Term

Debt

The fair values

and carrying

amounts of long-term

debt, including

the current portion,

were $

11,112.5

million and $

11,827.3

million,

respectively,

as of

February

25,

2024.

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.

the

third

quarter of

fiscal

2024,

issued

500.0

million

4.7

percent

fixed-rate

notes due

January 30, 2027

. We

used

the

net

proceeds to repay $

500.0

million of

3.65

percent fixed-rate notes due

February 15, 2024

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 February 25, 2024, 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 February 25, 2024, we were in compliance with all of these

covenants.

(9) Stockholders’ Equity

The following tables provide details of total comprehensive income:

Quarter Ended

Feb. 25, 2024

Feb. 26, 2023

General Mills

Noncontrolling

Interests

General Mills

Noncontrolling

Interests

In Millions

Pretax

Tax

Net

Pretax

Tax

Net

Net earnings, including earnings

attributable to noncontrolling interests

670.1

6.2

553.1

4.8

Other comprehensive income (loss):

Foreign currency translation

10.7

(8.1)

2.6

(0.2)

3.4

9.0

12.4

0.1

Other fair value changes:

Hedge derivatives

(8.8)

1.9

(6.9)

(6.3)

0.6

(5.7)

Reclassification to earnings:

Hedge derivatives (a)

(0.3)

0.2

(0.1)

23.1

(4.2)

18.9

Amortization of losses and

prior service costs (b)

11.5

(2.4)

9.1

18.1

(4.2)

13.9

Other comprehensive income (loss)

13.1

(8.4)

4.7

(0.2)

38.3

1.2

39.5

0.1

Total comprehensive income

674.8

6.0

592.6

4.9

(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.

Nine-Month Period Ended

Feb. 25, 2024

Feb. 26, 2023

General Mills

Noncontrolling

Interests

General Mills

Noncontrolling

Interests

In Millions

Pretax

Tax

Net

Pretax

Tax

Net

Net earnings, including earnings

attributable to noncontrolling interests

1,939.1

19.8

1,979.0

10.5

Other comprehensive (loss) income:

Foreign currency translation

(43.7)

5.5

(38.2)

0.2

(83.3)

(14.8)

(98.1)

(0.6)

Other fair value changes:

Hedge derivatives

(9.0)

1.7

(7.3)

(29.3)

6.1

(23.2)

Reclassification to earnings:

Foreign currency translation (a)

(7.4)

Hedge derivatives (b)

(5.0)

2.7

(2.3)

23.0

(4.5)

18.5

Amortization of losses and

prior service costs (c)

34.5

(7.1)

27.4

54.6

(12.4)

42.2

Other comprehensive (loss) income

(23.2)

2.8

(20.4)

0.2

(42.4)

(25.6)

(68.0)

(0.6)

Total comprehensive income

1,918.7

20.0

1,911.0

9.9

(a)

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

(b)

(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.

(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

Feb. 25, 2024

May 28, 2023

Foreign currency translation adjustments

(746.8)

(708.6)

Unrealized (loss) gain from hedge derivatives

(3.7)

5.9

Pension, other postretirement, and postemployment benefits:

Net actuarial loss

(1,630.1)

(1,670.6)

Prior service credits

83.3

96.4

Accumulated other comprehensive loss

(2,297.3)

(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

Nine-Month Period Ended

In Millions

Feb. 25, 2024

Feb. 26, 2023

Feb. 25, 2024

Feb. 26, 2023

Compensation expense related to stock-based payments

18.2

29.1

76.7

86.7

Windfall tax benefits from stock-based payments

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

Quarter Ended

Nine-Month Period Ended

In Millions

Feb. 25, 2024

Feb. 26, 2023

Feb. 25, 2024

Feb. 26, 2023

Windfall tax benefits from stock-based payments

1.2

6.2

10.1

24.6

February

25,

2024,

unrecognized

compensation

expense

non-vested

stock

options,

restricted

stock

units,

and

performance share units was $

130.7

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:

Nine-Month Period Ended

In Millions

Feb. 25, 2024

Feb. 26, 2023

Net cash proceeds

11.1

168.0

Intrinsic value of options exercised

3.4

81.8

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:

Nine-Month Period Ended

Feb. 25, 2024

Feb. 26, 2023

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

21.5

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:

Nine-Month Period Ended

In Millions

Feb. 25, 2024

Feb. 26, 2023

Total grant date fair

value

91.1

105.4

(11) Earnings Per Share

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

Quarter Ended

Nine-Month Period Ended

In Millions, Except per Share Data

Feb. 25, 2024

Feb. 26, 2023

Feb. 25, 2024

Feb. 26, 2023

Net earnings attributable to General Mills

670.1

553.1

1,939.1

1,979.0

Average number

of common shares – basic EPS

569.5

592.5

578.6

596.2

Incremental share effect from: (a)

Stock options

1.3

3.7

1.8

3.6

Restricted stock units and performance share units

2.0

2.8

2.1

2.6

Average number

of common shares – diluted EPS

572.8

599.0

582.5

602.4

Earnings per share – basic

1.18

0.94

3.35

3.32

Earnings per share – diluted

1.17

0.92

3.33

3.28

(a)

Incremental

from

stock

options,

restricted

stock

units,

and

performance

units

are

computed

the

treasury

stock

method.

Stock

options,

restricted

stock

units,

and

performance

units

excluded

from

our

computation

diluted

EPS

because

they

were not dilutive were as follows

Quarter Ended

Nine-Month Period Ended

In Millions

Feb. 25, 2024

Feb. 26, 2023

Feb. 25, 2024

Feb. 26, 2023

Anti-dilutive stock options, restricted stock units, and

performance share units

4.2

0.8

2.6

0.9

(12) Share Repurchases

Share repurchases were as follows:

Quarter Ended

Nine-Month Period Ended

In Millions

Feb. 25, 2024

Feb. 26, 2023

Feb. 25, 2024

Feb. 26, 2023

Shares of common stock

4.7

2.9

23.5

15.0

Aggregate purchase price

303.1

251.0

1,616.6

1,152.3

(13) Statements of Cash Flows

Our Consolidated Statements of Cash Flows include the following:

Nine-Month Period Ended

In Millions

Feb. 25, 2024

Feb. 26, 2023

Net cash interest payments

294.6

225.6

Net income tax payments

462.3

538.4

(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

Nine-Month

Period Ended

Nine-Month

Period Ended

Nine-Month

Period Ended

In Millions

Feb. 25,

2024

Feb. 26,

2023

Feb. 25,

2024

Feb. 26,

2023

Feb. 25,

2024

Feb. 26,

2023

Service cost

43.1

52.7

3.5

4.0

5.5

6.3

Interest cost

222.4

193.8

16.0

13.5

3.0

2.3

Expected return on plan assets

(313.4)

(315.0)

(26.0)

(23.3)

Amortization of losses (gains)

64.6

85.0

(15.3)

(14.6)

(0.1)

0.2

Amortization of prior service costs (credits)

1.3

1.1

(16.4)

(17.4)

0.4

0.3

Other adjustments

7.8

9.1

Curtailment gain

(3.4)

Net expense (income)

14.6

17.6

(38.2)

(37.8)

16.6

18.2

(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.

believe that we

have meritorious defenses

against this assessment

and will vigorously

defend

our

position. We

not

expect

the

resolution

the

proposed

adjustment

have

material

impact

our

financial

position

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.

February

25,

2024,

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.

Results from

certain businesses

managed by

our Gold

Medal Ventures

entity are

included within

corporate and

other net

sales and

unallocated corporate

items within

operating

profit. Unallocated

corporate items

also 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

our

measurement

segment operating performance.

These include gains and

losses arising from the

revaluation of certain grain

inventories and gains

and

losses

from

mark-to-market

valuation

certain

commodity

positions

until

passed

back

our

operating

segments.

These

items

affecting

operating

profit

are

centrally

managed

the

corporate

level

and

are

excluded

from

the

measure

segment

profitability

reviewed

by executive

management.

Under our

supply chain

organization,

our manufacturing,

warehouse,

and distribution

activities

are

substantially

integrated

across

our

operations

order

maximize

efficiency

and

productivity.

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

Nine-Month Period Ended

In Millions

Feb. 25, 2024

Feb. 26, 2023

Feb. 25, 2024

Feb. 26, 2023

Net sales:

North America Retail

3,242.1

3,232.0

9,620.1

9,593.9

International

680.1

700.6

2,079.0

2,024.8

Pet

624.5

645.5

1,773.7

1,818.3

North America Foodservice

551.7

547.8

1,669.7

1,627.2

Total segment net

sales

5,098.4

5,125.9

15,142.5

15,064.2

Corporate and other

0.8

Total net sales

5,099.2

5,125.9

15,143.3

15,064.2

Operating profit:

North America Retail

752.2

786.9

2,410.3

2,401.8

International

18.2

42.4

102.8

95.0

Pet

128.3

102.6

342.0

312.3

North America Foodservice

81.7

82.4

236.3

217.5

Total segment operating

profit

980.4

1,014.3

3,091.4

3,026.6

Unallocated corporate items

63.9

296.4

308.3

841.5

Divestitures gain, net

(13.7)

(444.6)

Restructuring, impairment, and other exit costs

5.8

1.4

130.6

14.1

Operating profit

910.7

730.2

2,652.5

2,615.6

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

Quarter Ended

Nine-Month Period Ended

In Millions

Feb. 25, 2024

Feb. 26, 2023

Feb. 25, 2024

Feb. 26, 2023

U.S. Meals & Baking Solutions

1,168.5

1,185.3

3,453.7

3,456.2

U.S. Morning Foods

940.7

918.6

2,725.4

2,731.1

U.S. Snacks

869.2

883.5

2,660.0

2,663.6

Canada

263.7

244.6

781.0

743.0

Total

3,242.1

3,232.0

9,620.1

9,593.9

Net sales by class of similar products were as follows:

Quarter Ended

Nine-Month Period Ended

In Millions

Feb. 25, 2024

Feb. 26, 2023

Feb. 25, 2024

Feb. 26, 2023

Snacks

1,052.4

1,065.5

3,226.4

3,236.7

Cereal

843.4

801.9

2,438.2

2,427.5

Convenient meals

840.2

815.6

2,290.8

2,281.2

Dough

605.1

644.8

1,915.1

1,855.2

Pet

627.6

646.2

1,779.8

1,820.7

Baking mixes and ingredients

507.5

517.7

1,536.3

1,554.9

Yogurt

367.0

378.0

1,100.3

1,081.5

Super-premium ice cream

142.0

148.2

534.3

496.6

Other

114.0

108.0

322.1

309.9

Total

5,099.2

5,125.9

15,143.3

15,064.2

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

Third Quarter Results

In the third quarter of fiscal 2024,

net sales and organic net sales decreased

1 percent compared to the same period

last year. Operating

profit

increased

percent

$911

million,

primarily

driven

favorable

net

price

realization

and

mix,

decrease

certain

compensation

and

benefits

expenses,

favorable

change

in the

mark-to-market

valuation

certain

commodity

positions

and

grain

inventories,

and

net

recoveries

from

the

fiscal

2023

voluntary

recall

certain

international

Häagen-Dazs

ice

cream

products,

partially

offset

higher

input

costs

and

decrease

contributions

from

volume

growth.

Operating

profit

margin

17.9

percent

increased

370

basis

points.

Adjusted

operating

profit

$914

million

increased

percent

constant-currency

basis,

primarily

driven

favorable

net

price

realization

and

mix

and

decrease

certain

compensation

and

benefits

expenses,

partially

offset

higher input costs and

a decrease in contributions

from volume growth.

Adjusted operating profit margin

increased 220 basis points to

17.9 percent. Diluted earnings per

share of $1.17 increased 27 percent

in the third quarter of fiscal

2024. Adjusted diluted earnings per

share of

$1.17 increased

22 percent

on a

constant-currency

basis compared

to the

third 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 third quarter of

fiscal 2024 follows:

Quarter Ended Feb. 25, 2024