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

AUGUST 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

3.650% Notes due 2030

GIS 30A

New York Stock Exchange

3.850% Notes due 2034

GIS 34

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 of

shares of

Common Stock

outstanding

as of

September 11,

2024:

555,158,898

(excluding

199,454,430

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 ended August 25, 2024 and August 27, 2023

Consolidated Statements of Comprehensive Income for the quarters ended August 25, 2024 and August 27,

2023

Consolidated Balance Sheets as of August 25, 2024 and May 26, 2024

Consolidated Statements of Total Equity for the quarters ended August 25, 2024 and August 27, 2023

Consolidated Statements of Cash Flows for the quarters ended August 25, 2024 and August 27, 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

Aug. 25, 2024

Aug. 27, 2023

Net sales

4,848.1

4,904.7

Cost of sales

3,159.3

3,134.2

Selling, general, and administrative expenses

855.1

839.3

Restructuring, impairment, and other exit costs

2.2

1.2

Operating profit

831.5

930.0

Benefit plan non-service income

(13.9)

(17.0)

Interest, net

123.6

117.0

Earnings before income taxes and after-tax earnings

from joint ventures

721.8

830.0

Income taxes

157.4

173.2

After-tax earnings from joint ventures

19.2

23.5

Net earnings, including earnings attributable to noncontrolling interests

583.6

680.3

Net earnings attributable to noncontrolling interests

3.7

6.8

Net earnings attributable to General Mills

579.9

673.5

Earnings per share – basic

1.03

1.15

Earnings per share – diluted

1.03

1.14

See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

Quarter Ended

Aug. 25, 2024

Aug. 27, 2023

Net earnings, including earnings attributable to

noncontrolling interests

583.6

680.3

Other comprehensive (loss) income, net of tax:

Foreign currency translation

(61.9)

(18.1)

Other fair value changes:

Hedge derivatives

(6.0)

(2.3)

Reclassification to earnings:

Hedge derivatives

0.2

Amortization of losses and prior service costs

11.6

9.1

Other comprehensive loss, net of tax

(56.3)

(11.1)

Total comprehensive

income

527.3

669.2

Comprehensive income attributable to noncontrolling

interests

4.2

6.9

Comprehensive income attributable to General Mills

523.1

662.3

See accompanying notes to consolidated financial statements.

Consolidated Balance Sheets

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except Par Value)

Aug. 25, 2024

May 26, 2024

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

468.1

418.0

Receivables

1,843.8

1,696.2

Inventories

1,996.4

1,898.2

Prepaid expenses and other current assets

505.3

568.5

Total current

assets

4,813.6

4,580.9

Land, buildings, and equipment

3,776.3

3,863.9

Goodwill

14,787.7

14,750.7

Other intangible assets

6,982.8

6,979.9

Other assets

1,408.8

1,294.5

Total assets

31,769.2

31,469.9

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

3,823.4

3,987.8

Current portion of long-term debt

1,640.0

1,614.1

Notes payable

249.1

11.8

Other current liabilities

1,576.9

1,419.4

Total current

liabilities

7,289.4

7,033.1

Long-term debt

11,431.3

11,304.2

Deferred income taxes

2,195.3

2,200.6

Other liabilities

1,326.6

1,283.5

Total liabilities

22,242.6

21,821.4

Stockholders’ equity:

Common stock,

754.6

shares issued, $

0.10

par value

75.5

Additional paid-in capital

1,164.6

1,227.0

Retained earnings

21,213.9

20,971.8

Common stock in treasury,

at cost, shares of

198.8

and

195.5

(10,601.9)

(10,357.9)

Accumulated other comprehensive loss

(2,576.5)

(2,519.7)

Total stockholders’

equity

9,275.6

9,396.7

Noncontrolling interests

251.0

251.8

Total equity

9,526.6

9,648.5

Total liabilities and equity

31,769.2

31,469.9

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

Aug. 25, 2024

Aug. 27, 2023

Amount

Total equity,

beginning balance

9,648.5

10,700.0

Common stock,

billion shares authorized, $

0.10

par value

754.6

75.5

754.6

75.5

Additional paid-in capital:

Beginning balance

1,227.0

1,222.4

Stock compensation plans

(5.2)

7.3

Unearned compensation related to stock unit awards

(77.1)

(79.4)

Earned compensation

19.9

35.4

Ending balance

1,164.6

1,185.7

Retained earnings:

Beginning balance

20,971.8

19,838.6

Net earnings attributable to General Mills

579.9

673.5

Cash dividends declared ($

0.60

and $

0.59

per share)

(337.8)

(348.5)

Ending balance

21,213.9

20,163.6

Common stock in treasury:

Beginning balance

(195.5)

(10,357.9)

(168.0)

(8,410.0)

Shares purchased, including excise tax of $

2.2

and

4.2

million

(4.5)

(302.2)

(6.4)

(504.7)

Stock compensation plans

1.2

58.2

1.0

40.4

Ending balance

(198.8)

(10,601.9)

(173.4)

(8,874.3)

Accumulated other comprehensive loss:

Beginning balance

(2,519.7)

(2,276.9)

Comprehensive loss

(56.8)

(11.2)

Ending balance

(2,576.5)

(2,288.1)

Noncontrolling interests:

Beginning balance

251.8

250.4

Comprehensive income

4.2

6.9

Distributions to noncontrolling interest holders

(5.0)

(4.3)

Ending balance

251.0

253.0

Total equity,

ending balance

9,526.6

10,515.4

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

Quarter Ended

Aug. 25, 2024

Aug. 27, 2023

Cash Flows - Operating Activities

Net earnings, including earnings attributable to noncontrolling interests

583.6

680.3

Adjustments to reconcile net earnings to net cash provided by operating

activities:

Depreciation and amortization

139.6

137.2

After-tax earnings from joint ventures

(19.2)

(23.5)

Distributions of earnings from joint ventures

23.1

15.8

Stock-based compensation

20.3

35.3

Deferred income taxes

16.2

(14.5)

Pension and other postretirement benefit plan contributions

(7.5)

(7.4)

Pension and other postretirement benefit plan costs

(3.2)

(5.3)

Restructuring, impairment, and other exit costs

0.2

2.4

Changes in current assets and liabilities, excluding the effects of

acquisitions and divestitures

(107.6)

(457.4)

Other, net

(21.3)

15.2

Net cash provided by operating activities

624.2

378.1

Cash Flows - Investing Activities

Purchases of land, buildings, and equipment

(140.3)

(141.7)

Acquisition, net of cash acquired

(7.7)

Proceeds from disposal of land, buildings, and equipment

0.6

Other, net

(0.6)

6.2

Net cash used by investing activities

(148.0)

(135.5)

Cash Flows - Financing Activities

Change in notes payable

238.0

551.8

Proceeds from common stock issued on exercised options

9.4

4.5

Purchases of common stock for treasury

(300.0)

(500.5)

Dividends paid

(337.8)

(348.5)

Distributions to noncontrolling interest holders

(5.0)

(4.3)

Other, net

(34.0)

(37.2)

Net cash used by financing activities

(429.4)

(334.2)

Effect of exchange rate changes on cash and cash equivalents

3.3

(3.0)

Increase (decrease) in cash and cash equivalents

50.1

(94.6)

Cash and cash equivalents - beginning of year

418.0

585.5

Cash and cash equivalents - end of period

468.1

490.9

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

acquisitions and divestitures:

Receivables

(145.6)

(104.4)

Inventories

(95.7)

(54.3)

Prepaid expenses and other current assets

59.7

140.9

Accounts payable

(76.4)

(443.8)

Other current liabilities

150.4

4.2

Changes in current assets and liabilities

(107.6)

(457.4)

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

August

25,

2024,

are

not

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

May 25, 2025.

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

26, 2024. 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.

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

(2) Acquisition and Divestiture

During the fourth quarter

of fiscal 2024, we acquired

a pet food business in Europe,

for a purchase price of $

434.1

million, net of cash

acquired.

During

the

first

quarter

fiscal

2025,

paid

7.7

million

purchase

price

holdback

after

certain

closing

conditions

were

met.

financed

the

transaction

with

cash

hand.

consolidated

the

business

into

our

Consolidated

Balance

Sheets

and

recorded

goodwill

317.7

million,

indefinite-lived

brand

intangible

asset

118.4

million

and

finite-lived

customer

relationship

asset

14.2

million.

The

goodwill

included

the

International

segment

and

not

deductible

for

tax

purposes. The pro forma effects

of this acquisition were not

material. We

have conducted a preliminary assessment

of the fair value of

the acquired

assets and

liabilities of

the business

and we

are continuing

our review

of these

items during

the measurement

period. If

new

information

obtained

about

facts

and

circumstances

that

existed

the

acquisition

date,

the

acquisition

accounting

will

revised

reflect

the

resulting

adjustments

current

estimates

those

items.

The

consolidated

results

are

reported

our

International operating segment on a one-month lag beginning in fiscal 2025.

September

12,

2024,

subsequent

the

end

the

first

quarter

fiscal

2025,

entered

into

definitive

agreements

sell

our

North

American

Yogurt

businesses

affiliates

Groupe

Lactalis

S.A.

(Lactalis)

and

Sodiaal

International

(Sodiaal)

for

approximately

2.1

billion.

expect

these

divestitures

calendar

year

2025,

subject

regulatory

approvals

and

other

customary closing conditions.

(3) Restructuring, Impairment, and Other Exit Costs

the

first

quarter

fiscal

2025,

did

not

undertake

any

new

restructuring

actions.

recorded

2.9

million

restructuring

charges

the

first

quarter

fiscal

2025

and

9.8

million

restructuring

charges

the

first

quarter

fiscal

2024

restructuring actions previously announced.

We expect these actions to

be completed by the end of fiscal 2026.

paid net $

2.7

million of cash in

the first quarter

of fiscal 2025

related to restructuring

actions. We

paid net $

7.4

million of cash

the same period of fiscal 2024.

Restructuring and impairment charges and project-related

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

Quarter Ended

In Millions

Aug. 25, 2024

Aug. 27, 2023

Restructuring, impairment, and other exit costs

2.2

1.2

Cost of sales

0.7

8.6

Total restructuring

charges

2.9

9.8

Project-related costs classified in cost of sales

0.1

0.8

(4) Goodwill and Other Intangible Assets

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

In Millions

Aug. 25, 2024

May 26, 2024

Goodwill

14,787.7

14,750.7

Other intangible assets:

Intangible assets not subject to amortization:

Brands and other indefinite-lived intangibles

6,735.9

6,728.6

Intangible assets subject to amortization:

Customer relationships and other finite-lived intangibles

402.9

402.2

Less accumulated amortization

(156.0)

(150.9)

Intangible assets subject to amortization, net

246.9

251.3

Other intangible assets

6,982.8

6,979.9

Total

21,770.5

21,730.6

Based on

the carrying

value of

finite-lived intangible

assets as

of August

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 first quarter of fiscal 2025

were as follows:

In Millions

North

America

Retail

North

America

Pet

North

America

Foodservice

International

(a)

Corporate

and Joint

Ventures

Total

Balance as of May 26, 2024

6,541.9

6,062.8

805.5

917.1

423.4

14,750.7

Other activity, primarily

foreign currency translation

1.4

23.0

12.6

37.0

Balance as of Aug. 25, 2024

6,543.3

6,062.8

805.5

940.1

436.0

14,787.7

(a)

The carrying amounts of goodwill within the International segment as of

May 26, 2024, and August 25, 2024, were net of

accumulated impairment losses of $

117.1

million.

The changes in the carrying amount of other intangible assets during the first quarter

of fiscal 2025 were as follows:

In Millions

Total

Balance as of May 26, 2024

6,979.9

Foreign currency translation, net of amortization

2.9

Balance as of Aug. 25, 2024

6,982.8

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 addition,

during the

fourth quarter

of fiscal

2024, we

executed our

fiscal 2025

planning process

and preliminary

long-range planning

process,

which resulted in

lower future sales and

profitability projections for

the businesses supporting

our

Top

Chews

True Chews

, and

EPIC

brand intangible assets.

As a result of

this triggering event,

we performed an

interim impairment assessment

of these assets

as of May

26, 2024,

and determined

that the

fair value

of these

brand intangible

assets no

longer exceeded

the carrying

values of

the respective

assets, resulting in $

103.1

million of non-cash impairment charges.

We recorded

impairment charges in restructuring,

impairment, and

other exit

costs in

our Consolidated

Statements of

Earnings. Our

estimates of

the fair

values were

determined based

on a

discounted

cash flow model

using inputs which

included our long-range

cash flow projections

for the businesses,

royalty rates, weighted

-average

cost of capital rates, and tax rates. These fair values are Level 3 assets in the fair value hierarchy.

All other intangible

asset fair values

were substantially

in excess of

the carrying

values, except for

the

Uncle Toby’s

brand intangible

asset. In

addition,

while having

significant

coverage as

of our

fiscal 2024

assessment date,

the

Progresso

Nudges

, and

True

Chews

brand intangible assets had risk of decreasing coverage. We

will continue to monitor these businesses for potential impairment.

(5) Inventories

The components of inventories were as follows:

In Millions

Aug. 25, 2024

May 26, 2024

Finished goods

1,975.1

1,827.7

Raw materials and packaging

488.4

500.5

Grain

79.3

111.1

Excess of FIFO over LIFO cost

(546.4)

(541.1)

Total

1,996.4

1,898.2

(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 ended August 25, 2024, and

August 27, 2023, included:

Quarter Ended

In Millions

Aug. 25, 2024

Aug. 27, 2023

Net (loss) gain on mark-to-market valuation of certain

commodity positions

(37.7)

28.4

Net loss on commodity positions reclassified from

unallocated corporate items to segment operating profit

17.2

3.2

Net mark-to-market revaluation of certain grain inventories

(8.3)

13.3

Net mark-to-market valuation of certain commodity

positions recognized in unallocated corporate items

(28.8)

44.9

August

25,

2024,

the

net

notional

value

commodity

derivatives

was

233.4

million,

which

118.6

million

agricultural inputs and $

114.8

million related to energy inputs. These contracts relate to inputs

that generally will be utilized within the

months.

also have

net investments

in foreign

subsidiaries that

are denominated

in euros.

As of

August 25,

2024, we

hedged a

portion

these investments with €

3,979.4

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

August 25, 2024,

and were Level

1 or Level

2 assets and

liabilities in 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. As

of August

25, 2024,

1,421.6

million of

our total

accounts payable

were payable

to suppliers

who utilize

these third-

party services.

As of

May 26,

2024, $

1,404.4

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:

Aug. 25, 2024

May 26, 2024

In Millions

Notes Payable

Weighted-

Average

Interest Rate

Notes Payable

Weighted-

Average

Interest Rate

U.S. commercial paper

205.0

5.4

Financial institutions

44.1

7.7

11.8

8.8

Total

249.1

5.8

11.8

8.8

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 August 25, 2024:

In Billions

Facility

Amount

Borrowed

Amount

Committed credit facility expiring April 2026

2.7

Uncommitted credit facilities

0.7

Total committed

and uncommitted credit facilities

3.4

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 August 25, 2024.

Long-Term

Debt

The fair values

and carrying

amounts of long-term

debt, including

the current portion,

were $

12,653.5

million and $

13,071.3

million,

respectively,

August

25,

2024.

The

fair

value

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

fourth quarter

of fiscal 2024,

we issued €

500.0

million of

3.65

percent fixed-rate

notes due

October 23, 2030

. We

used the

net

proceeds for general corporate purposes.

the fourth

quarter

of fiscal

2024,

we issued

€

500.0

million

3.85

percent

fixed-rate notes

due

April 23, 2034

used

the net

proceeds for general corporate purposes.

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

Certain

our

long-term

debt

agreements

contain

restrictive

covenants.

As of August 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).

June

2024,

the

floating

preferred

return

rate

GMC’s

Class A Interests was reset to the sum of the

three-month Term SOFR

plus

261

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.

Our noncontrolling interests contain restrictive covenants. As of August 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

Aug. 25, 2024

Aug. 27, 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

579.9

3.7

673.5

6.8

Other comprehensive (loss) income:

Foreign currency translation

(93.9)

31.5

(62.4)

0.5

(22.0)

3.8

(18.2)

0.1

Other fair value changes:

Hedge derivatives

(7.5)

1.5

(6.0)

(2.7)

0.4

(2.3)

Reclassification to earnings:

Hedge derivatives (a)

(0.4)

0.4

(1.3)

1.5

0.2

Amortization of losses and

prior service costs (b)

14.5

(2.9)

11.6

11.5

(2.4)

9.1

Other comprehensive (loss) income

(87.3)

30.5

(56.8)

0.5

(14.5)

3.3

(11.2)

0.1

Total comprehensive income

523.1

4.2

662.3

6.9

(a)

Loss reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for foreign exchange contracts.

(b)

Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.

Accumulated other comprehensive loss balances, net of tax effects,

were as follows:

In Millions

Aug. 25, 2024

May 26, 2024

Foreign currency translation adjustments

(857.7)

(795.3)

Unrealized (loss) gain from hedge derivatives

(5.8)

0.2

Pension, other postretirement, and postemployment benefits:

Net actuarial loss

(1,790.8)

(1,806.3)

Prior service credits

77.8

81.7

Accumulated other comprehensive loss

(2,576.5)

(2,519.7)

(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 26, 2024.

Compensation expense related to stock-based payments recognized

in the Consolidated Statements of Earnings was as follows:

Quarter Ended

In Millions

Aug. 25, 2024

Aug. 27, 2023

Compensation expense related to stock-based payments

20.3

35.3

Windfall tax benefits from stock-based payments

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

Quarter Ended

In Millions

Aug. 25, 2024

Aug. 27, 2023

Windfall tax benefits from stock-based payments

2.8

8.4

August

25,

2024,

unrecognized

compensation

expense

non-vested

stock

options,

restricted

stock

units,

and

performance share units was $

185.9

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:

Quarter Ended

In Millions

Aug. 25, 2024

Aug. 27, 2023

Net cash proceeds

9.4

4.5

Intrinsic value of options exercised

1.9

2.1

We estimate the fair value of each option on the grant date using a Black-Scholes option-pricing model, which requires us to make

predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We

estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of

volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We also have considered, but did

not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than

6 months, is insufficient to provide a reliable measure of expected volatility. Our 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 26, 2024.

The

estimated

fair

values

stock

options

granted

and

the

assumptions

used

for

the

Black-Scholes

option-pricing

model

were

follows:

Quarter Ended

Aug. 25, 2024

Aug. 27, 2023

Estimated fair values of stock options granted

13.20

17.47

Assumptions:

Risk-free interest rate

4.5

4.0

Expected term

8.5

years

8.5

years

Expected volatility

21.6

21.4

Dividend yield

3.8

2.8

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

the period was as follows:

Quarter Ended

In Millions

Aug. 25, 2024

Aug. 27, 2023

Total grant date fair

value

90.8

104.8

(11) Earnings Per Share

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

Quarter Ended

In Millions, Except per Share Data

Aug. 25, 2024

Aug. 27, 2023

Net earnings attributable to General Mills

579.9

673.5

Average number

of common shares – basic EPS

560.5

586.3

Incremental share effect from: (a)

Stock options

1.5

2.8

Restricted stock units and performance share units

1.8

2.3

Average number

of common shares – diluted EPS

563.8

591.4

Earnings per share – basic

1.03

1.15

Earnings per share – diluted

1.03

1.14

(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 of diluted EPS because

they were not dilutive were as follows

Quarter Ended

In Millions

Aug. 25, 2024

Aug. 27, 2023

Anti-dilutive stock options, restricted stock units, and

performance share units

4.4

1.6

(12) Share Repurchases

Share repurchases were as follows:

Quarter Ended

In Millions

Aug. 25, 2024

Aug. 27, 2023

Shares of common stock

4.5

6.4

Aggregate purchase price

302.2

504.7

(13) Statements of Cash Flows

Our Consolidated Statements of Cash Flows include the following:

Quarter Ended

In Millions

Aug. 25, 2024

Aug. 27, 2023

Net cash interest payments

83.7

83.9

Net income tax payments

18.7

13.7

(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

Quarter Ended

In Millions

Aug. 25,

2024

Aug. 27,

2023

Aug. 25,

2024

Aug. 27,

2023

Aug. 25,

2024

Aug. 27,

2023

Service cost

13.0

14.2

1.1

1.2

1.8

Interest cost

76.7

74.2

5.3

1.0

Expected return on plan assets

(105.0)

(102.9)

(9.0)

(8.7)

Amortization of losses (gains)

25.1

21.5

(5.2)

(5.1)

0.1

Amortization of prior service costs (credits)

0.3

0.4

(5.5)

(5.4)

(0.3)

0.1

Other adjustments

2.6

Net expense (income)

10.1

7.4

(13.3)

(12.7)

5.2

5.5

(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.

December

2021,

the

Organization

for

Economic

Cooperation

and

Development

(OECD)

established

framework,

referred

Pillar

designed

ensure

large

multinational

enterprises

pay

minimum

percent

level

tax

the

income

arising

each

jurisdiction

which

they

operate.

Numerous

countries

have

already

enacted

the

OECD

model

rules

effective

for

taxable

years

beginning

after

December

31,

2023,

which

for

fiscal

2025.

There

was

material

impact

our

consolidated

financial

statements.

Several

other

countries

have

enacted

drafted

legislation

that

not

yet

effective

for

us,

and

not

expect

this

legislation

have

material

impact

our

consolidated

financial

statements.

will

continue

to monitor

for

new

legislation

and

guidance and evaluate potential impact on our consolidated financial

statements.

(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. As of August 25, 2024, we are unable to 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,

North

America Pet,

and North

America Foodservice.

In the

first quarter

of fiscal

2025, we

renamed the

Pet segment

to the

North America

Pet segment to reflect that

pet food results outside

North America are recorded

in the International segment.

There were no changes to

the

composition

our

reportable

segments

information

reviewed

our

chief

operating

decision

maker

and

impact

our

historical segment operating results.

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 North

America 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, life-stages,

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

In Millions

Aug. 25, 2024

Aug. 27, 2023

Net sales:

North America Retail

3,016.6

3,073.0

International

717.0

715.8

North America Pet

576.1

579.9

North America Foodservice

536.2

536.0

Total segment net

sales

4,845.9

4,904.7

Corporate and other

2.2

Total net sales

4,848.1

4,904.7

Operating profit:

North America Retail

745.7

798.2

International

20.9

50.0

North America Pet

119.4

111.2

North America Foodservice

71.5

59.1

Total segment operating

profit

957.5

1,018.5

Unallocated corporate items

123.8

87.3

Restructuring, impairment, and other exit costs

2.2

1.2

Operating profit

831.5

930.0

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

Quarter Ended

In Millions

Aug. 25, 2024

Aug. 27, 2023

U.S. Meals & Baking Solutions

946.3

941.9

U.S. Snacks

910.5

954.5

U.S. Morning Foods

902.9

927.8

Canada

256.9

248.8

Total

3,016.6

3,073.0

Net sales by class of similar products were as follows:

Quarter Ended

In Millions

Aug. 25, 2024

Aug. 27, 2023

Snacks

1,106.8

1,136.7

Cereal

793.1

817.9

Convenient meals

678.9

665.5

Pet

604.6

579.9

Dough

517.8

534.9

Baking mixes and ingredients

457.1

466.5

Yogurt

371.9

368.4

Super-premium ice cream

212.9

224.0

Other

105.0

110.9

Total

4,848.1

4,904.7

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

26,

2024,

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.

Our

key

priorities

fiscal

2025

are

accelerate

our

organic

net

sales

growth,

create

fuel

for

investment,

and

drive

strong

cash

generation.

Amid

continued

uncertain

macroeconomic

backdrop

for

consumers,

expect

volume

trends

our

categories

will

gradually improve

over the

course of

the year,

though full-year

category dollar

growth is expected

to be below

our long-term

growth

projections. We

expect to increase

our organic

net sales growth

by delivering remarkable

experiences across

our leading

food brands,

resulting

improved

household

penetration

and

stronger

market

trends

versus

the

prior

year.

Our

fiscal

2025

plan

calls

for

product

news

and

innovation

focused

taste,

health,

convenience,

and

value,

supported

with

strong

brand

campaigns

and

omnichannel visibility.

expect to

generate higher

levels of Holistic

Margin Management

(HMM) cost savings

to more

than offset

input

cost inflation

in fiscal

2025. We

expect to

reinvest in

the business,

including plans

for increased

brand-building

investment

fiscal 2025 to drive improved volume performance.

CONSOLIDATED

RESULTS

OF OPERATIONS

First Quarter Results

In the first quarter

of fiscal 2025, net

sales and organic

net sales decreased 1

percent compared to the

same period last year.

Operating

profit

decreased

percent

$832

million,

primarily

driven

unfavorable

change

the

mark-to-market

valuation

certain

commodity

positions

and

grain

inventories,

unfavorable

net

price

realization

and

mix,

and

increase

selling,

general

and

administrative

(SG&A)

expenses, partially

offset

by lower

input

costs. Operating

profit margin

of 17.2

percent decreased

180

basis

points.

Adjusted

operating profit

of $865

million

decreased 4

percent on

a constant-currency

basis, primarily

driven by

unfavorable

net

price

realization

and

mix

and

increase

SG&A

expenses,

partially

offset

lower

input

costs.

Adjusted

operating

profit

margin decreased 50

basis points to 17.8

percent. Diluted earnings per

share of $1.03 decreased 10

percent in the first

quarter of fiscal

2025.

Adjusted diluted

earnings per

share of

$1.07 decreased

2 percent

on a

constant-currency basis

compared to

the first

quarter of

fiscal 2024.

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 first quarter of

fiscal 2025 follows:

Quarter Ended Aug. 25, 2024

In millions,

except per share

Quarter Ended

Aug. 25, 2024 vs.

Aug. 27, 2023

Percent

of Net

Sales

Constant-

Currency

Growth (a)

Net sales

4,848.1

(1)

Operating profit

831.5

(11)

17.2

Net earnings attributable to General Mills

579.9

(14)

Diluted earnings per share

1.03

(10)

Organic net sales growth rate (a)

(1)

Adjusted operating profit (a)

865.3

(4)

17.8

(4)

Adjusted diluted earnings per share (a)

1.07

(2)

(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

Aug. 25, 2024

Aug. 25, 2024 vs.

Aug. 27, 2023

Net sales (in millions)

4,848.1

(1)

4,904.7

Contributions from volume growth (a)

Flat

Net price realization and mix

(1)

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 first quarter

of fiscal 2025

decreased 1 percent

compared to the

same period in

fiscal 2024, driven

by unfavorable net

price realization and mix.

Components of organic net sales growth are shown in the following

table:

Quarter Ended Aug. 25, 2024 vs.

Quarter Ended Aug. 27, 2023

Contributions from organic volume growth (a)

Flat

Organic net price realization and mix

(1)

Organic net sales growth

(1)

Foreign currency exchange

Flat

Acquisition

Flat

Net sales growth

(1)

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

percent

the

first

quarter

fiscal

2025

compared

the

same

period

fiscal

2024,

driven

unfavorable organic net price realization and mix.

Cost of

sales

increased $25

million to

$3,159 million

in the

first quarter

of fiscal

2025 compared

to the

same period

in fiscal

2024.

The increase included a

$7 million increase attributable

to volume and a $47

million decrease attributable to product

rate and mix. We

recorded a

$29 million net

increase in

cost of

sales related

to the

mark-to-market valuation

of certain

commodity positions

and grain

inventories

the

first

quarter

fiscal

2025,

compared

$45 million

net

decrease

the

first

quarter

fiscal

2024.

also

recorded $1

million of

restructuring charges

in the first

quarter of

fiscal 2025

compared to

$9 million

of restructuring

charges and

million of

restructuring initiative

project-related

costs in

cost of

sales in

the first

quarter of

fiscal 2024

(please refer

to Note

3 to

the

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

SG&A expenses

increased $16 million

to $855 million in

the first quarter

of fiscal 2025,

compared to the

same period in

fiscal 2024,

primarily driven

by increased

media and

advertising expenses.

SG&A expenses

as a

percent of

net sales

in the

first quarter

of fiscal

2025 increased 50 basis points compared to the first quarter of fiscal 2024.

Restructuring, impairment,

and other exit

costs

totaled $2 million

in the first

quarter of fiscal

2025,

compared to $1

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 $14 million

in the

first quarter

of fiscal

2025, compared

to $17 million

in the

same period

last year, primarily reflecting higher

amortization of losses.

Interest,

net

for

the

first

quarter

fiscal

2025

totaled

$124 million,

$7 million

from

the

first

quarter

fiscal

2024,

primarily

driven by higher average long-term debt levels.

The

effective tax rate

for the first quarter of fiscal

2025 was 21.8 percent compared

to 20.9 percent for the first

quarter of fiscal 2024.

The

0.9

percentage

point

increase

was

primarily

due

certain

nonrecurring

discrete

tax benefits

the

first

quarter

of fiscal

2024,

partially

offset

favorable

earnings

mix

jurisdiction

in the

first

quarter

fiscal

2025.

Our

effective

tax

rate

excluding

certain

items affecting comparability was

21.9 percent in the first quarter

of fiscal 2025, compared to 21.1 percent

in the same period last year

(see the

“Non-GAAP Measures”

section below

for a

description of

our use

of measures

not defined

by GAAP).

The 0.8

percentage

point

increase

was

primarily

due

certain

nonrecurring

discrete

tax

benefits

the

first

quarter

fiscal

2024,

partially

offset

favorable earnings mix by jurisdiction in the first quarter of fiscal 2025.

After-tax earnings

from

joint ventures

for the

first quarter

of fiscal

2025

decreased to

$19 million compared

to $24 million

in the

same period in fiscal 2024, primarily

due to favorable discrete tax items

in the first quarter of fiscal 2024,

higher SG&A expenses, and

decrease

volume

Cereal

Partners

Worldwide

(CPW),

partially

offset

favorable

net

price

realization

and

mix at

CPW

and

lower

SG&A

expenses

Häagen-Dazs

Japan,

Inc.

(HDJ).

constant-currency

basis,

after-tax

earnings

from

joint

ventures

decreased 14 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 Aug. 25, 2024 vs.

Quarter Ended Aug. 27, 2023

CPW

HDJ

Total

Contributions from volume growth (a)

(2)

pts

Net price realization and mix

pts

(1)

Net sales growth in constant currency

Flat

Foreign currency exchange

(4)

pts

(8)

pts

(5)

pts

Net sales growth

(4)

pts

(8)

pts

(4)

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

million

the

first

quarter

fiscal

2025

from

the

same

period

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,

North

America

Pet,

and

North

America Foodservice. Please refer

to Note 17 of the

Consolidated Financial Statements in

Part I, Item 1 of

this report for a description

of our operating segments.

North America Retail Segment Results

North America Retail net sales were as follows:

Quarter Ended

Aug. 25,

2024

Aug. 25, 2024 vs

Aug. 27, 2023

Aug. 27,

2023

Net sales (in millions)

3,016.6

(2)

3,073.0

Contributions from volume growth (a)

(3)

pts

Net price realization and mix

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

percent

the

first

quarter

fiscal

2025

compared

the

same

period

fiscal

2024,

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

by favorable net price realization and mix.

The components of North America Retail organic net

sales growth are shown in the following table:

Quarter Ended

Aug. 25, 2024

Contributions from organic volume growth (a)

(3)

pts

Organic net price realization and mix

Organic net sales growth

(2)

pts

Foreign currency exchange

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.

North

America

Retail organic

net sales

decreased

2 percent

in the

first quarter

of fiscal

2025

compared to

the same

period in

fiscal

2024, driven by a decrease

in contributions from organic

volume growth, partially offset

by favorable organic net

price realization and

mix.

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

in the following table:

Quarter Ended

Aug. 25, 2024

U.S. Snacks

(5)

U.S. Morning Foods

(3)

Canada (a)

U.S. Meals & Baking Solutions

Flat

Total

(2)

(a)

On a constant-currency

basis, Canada net

sales increased 6 percent

in the first quarter

of fiscal 2025 compared

to the same period

in fiscal 2024. See the “Non-GAAP Measures” section below for our use of

this measure not defined by GAAP.

Segment operating

profit decreased 7

percent to $746 million

in the first quarter

of fiscal 2025,

compared to $798 million

in the same

period in

fiscal 2024,

primarily driven

by higher

input costs

and a

decrease in

contributions from

volume growth,

partially offset

favorable net

price realization

and mix.

Segment operating

profit decreased

6 percent

on a constant

-currency basis

in the

first quarter

of fiscal 2025,

compared to the

same period in

fiscal 2024 (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

Aug. 25,

2024

Aug. 25, 2024 vs

Aug. 27, 2023

Aug. 27,

2023

Net sales (in millions)

717.0

Flat

715.8

Contributions from volume growth (a)

pts

Net price realization and mix

(6)

pts

Foreign currency exchange

(2)

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 in the first quarter of fiscal 2025 essentially matched

the same period in fiscal 2024.

The components of International organic net sales growth

are shown in the following table:

Quarter Ended

Aug. 25, 2024

Contributions from organic volume growth (a)

pts

Organic net price realization and mix

(7)

pts

Organic net sales growth

(1)

Foreign currency exchange

(2)

pts

Acquisition (b)

pts

Net sales growth

Flat

Note: Table may

not foot due to rounding.

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

(b) Acquisition of a pet food business in Europe in fiscal 2024. Please see Note 2 to

the Consolidated Financial Statements in Part I,

Item 1 of this report.

International

organic

net

sales

decreased

percent

the

first

quarter

fiscal

2025,

compared

the

same

period

fiscal

2024,

driven

unfavorable

organic

net

price

realization

and

mix,

partially

offset

increase

contributions

from

organic

volume

growth.

Segment operating

profit decreased

58 percent

to $21 million

in the

first quarter

of fiscal

2025, compared

to $50 million

in the

same

period

fiscal

2024,

primarily

driven

by unfavorable

net price

realization

and

mix

and higher

SG&A

expenses,

partially

offset

lower input

costs and an

increase in contributions

from volume growth.

Segment operating

profit decreased 64

percent on a

constant-

currency basis

in the first

quarter of

fiscal 2025,

compared to

the same

period in

fiscal 2024 (see

the “Non-GAAP

Measures” section

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

North America Pet Segment Results

North America Pet net sales were as follows:

Quarter Ended

Aug. 25,

2024

Aug. 25, 2024 vs

Aug. 27, 2023

Aug. 27,

2023

Net sales (in millions)

576.1

(1)

579.9

Contributions from volume growth (a)

pts

Net price realization and mix

(3)

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 Pet

net sales decreased

1 percent in

the first quarter

of fiscal 2025,

compared to the

same period in

fiscal 2024, driven

by unfavorable net price realization and mix, partially offset by

an increase in contributions from volume growth.

The components of North America Pet organic net sales growth are

shown in the following table:

Quarter Ended

Aug. 25, 2024

Contributions from organic volume growth (a)

pts

Organic net price realization and mix

(3)

pts

Organic net sales growth

(1)

Foreign currency exchange

Flat

Net sales growth

(1)

Note: Table may

not foot due to rounding.

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

North America Pet organic

net sales decreased 1 percent

in the first quarter of fiscal 2025, compared

to the same period in fiscal

2024,

driven

unfavorable

organic

net

price

realization

and

mix,

partially

offset

increase

contributions

from

organic

volume

growth.

Segment operating

profit increased 7

percent to $119

million in the

first quarter of

fiscal 2025,

compared to $111

million in the

same

period in

fiscal 2024,

primarily driven

by lower

input costs

and an

increase in

contributions from

volume growth,

partially offset

unfavorable

net

price

realization

and

mix

and

higher

SG&A expenses

Segment

operating

profit

increased

percent

constant-

currency basis

in the first

quarter of

fiscal 2025,

compared to

the same

period in

fiscal 2024 (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

Aug. 25,

2024

Aug. 25, 2024 vs

Aug. 27, 2023

Aug. 27,

2023

Net sales (in millions)

536.2

Flat

536.0

Contributions from volume growth (a)

Flat

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 first quarter of fiscal 2025 essentially

matched the same period in fiscal 2024.

The components of North America Foodservice organic

net sales growth are shown in the following table:

Quarter Ended

Aug. 25, 2024

Contributions from organic volume growth (a)

Flat

Organic net price realization and mix

Flat

Organic net sales growth

Flat

Foreign currency exchange

Flat

Net sales growth

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 organic net sales in the

first quarter of fiscal 2025 essentially matched the same period in fiscal 2024.

Segment operating

profit increased

21 percent

to $72

million in

the first

quarter of

fiscal 2025,

compared to

$59 million in

the same

period

fiscal

2024,

primarily

driven

lower

input

costs.

Segment

operating

profit

increased

percent

constant-currency

basis in the first

quarter of fiscal

2025,

compared to the

same period in

fiscal 2024 (see

the “Non-GAAP Measures”

section below for

our use of this measure not defined by GAAP).

UNALLOCATED

CORPORATE

ITEMS

Unallocated corporate

expenses totaled $124

million in the

first quarter

of fiscal 2025,

compared to

$87 million in the

same period

fiscal

2024.

the

first

quarter

fiscal

2025,

recorded

$29 million

net

increase

expense

the

mark-to-market

valuation of certain

commodity positions and

grain inventories, compared

to a $45 million

net decrease in

expense in the

same period

last year.

Certain compensation

and benefits

expenses decreased

in the

first quarter

of fiscal

2025

compared to

the same

period last

year.

recorded

million

restructuring

charges

cost

sales in

the

first quarter

fiscal

2025,

compared

to $9

million

restructuring

charges

cost

sales

the

same

period

last

year.

recorded

$3 million

net

losses

valuation

adjustments on certain corporate investments

in the first quarter of fiscal 2024.

In addition, we recorded $2 million

of integration costs

in the first quarter of fiscal 2025 related to our acquisition of a pet food business in

Europe in fiscal 2024.

LIQUIDITY

AND CAPITAL

RESOURCES

During the first quarter of

fiscal 2025,

cash provided by operations was $624 million

compared to $378 million in the same

period last

year.

The $246

million increase

was primarily

driven by

a $350

million

change in

current assets

and

liabilities, partially

offset

by a

$97 million

decrease in

net earnings.

The $350

million change

in current

assets and

liabilities is

primarily

driven by

a $367

million

change in the timing of accounts payable.

Cash used by investing activities during the first quarter

of fiscal 2025 was $148 million compared to $136 million

for the same period

fiscal

2024.

During

the

first quarter

fiscal

2025,

paid

million

a purchase

price

holdback

after certain

closing

conditions

were met

for the

acquisition of

a pet

food business

in Europe

in the

fourth

quarter of

fiscal 2024.

In addition,

during the

first quarter

of fiscal

2025, we

spent $140

million on

purchases of

land, buildings,

and equipment

in the

first quarter

of fiscal

2025,

compared to $142 million in the same period last year.

Cash used by financing

activities during the first

quarter of fiscal 2025

was $429 million compared

to $334 million in the same

period

fiscal

2024.

had

$238

million

net

debt

issuances

the

first

quarter

fiscal

2025,

compared

$552

million

of net

debt

issuances in the same period

a year ago. We

paid $300 million for purchases

of common stock for

treasury in the first quarter

of fiscal

2025,

compared to $500 million in the

same period in fiscal 2024. In

addition, we paid $338 million of dividends

in the first quarter of

fiscal 2025, compared to $348 million in the same period last year.

As of August

25, 2024, we had

$414 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. We

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 August 25, 2024:

In Billions

Facility

Amount

Borrowed

Amount

Committed credit facility expiring April 2026

2.7

Uncommitted credit facilities

0.7

Total committed

and uncommitted credit facilities

3.4

To ensure availability

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

available to us in the United States

and Europe.

Certain

our

long-term

debt

agreements,

our

credit

facilities,

and

our

noncontrolling

interests

contain

restrictive

covenants.

August 25, 2024, we were in compliance with all of these covenants.

have

$1,640

million

long-term

debt

maturing

the

months

that

classified

current,

including

€750

million

floating-rate notes

due November

8, 2024,

and $800

million of

4.0 percent

fixed-rate notes

due April

17, 2025.

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.

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). On June 1, 2024,

the floating preferred return rate on GMC’s

Class

A Interests was reset to the

sum of the three-month Term

SOFR plus 261 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.

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 26,

2024. The

accounting policies

used in

preparing our

interim fiscal

2025 Consolidated

Financial Statements are the

same as those described

in our Form 10-K.

Please see Note 1 to

the Consolidated Financial Statements

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 of

long-lived

assets, intangible

assets, income

taxes,

and

defined

benefit

pension,

other

postretirement

benefit,

and

postemployment

benefit

plans.

The

assumptions

and

methodologies

used

the

determination

those

estimates

August

25,

2024,

are

the

same

those

described

our

Annual

Report on Form 10-K for the fiscal year ended May 26, 2024.

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

the

reporting

unit

was

less

than

its

book

value

and

recorded

$117

million

non-cash

goodwill

impairment

charge.

addition,

during the

fourth quarter

of fiscal

2024, we

executed our

fiscal 2025

planning process

and preliminary

long-range planning

process,

which resulted in

lower future sales and

profitability projections for

the businesses supporting

our

Top

Chews

True Chews

, and

EPIC

brand intangible assets.

As a result of

this triggering event,

we performed an

interim impairment assessment

of these assets

as of May

26, 2024,

and determined

that the

fair value

of these

brand intangible

assets no

longer exceeded

the carrying

values of

the respective

assets, resulting

in $103

million of

non-cash impairment

charges. We

recorded impairment

charges in

restructuring, impairment,

and

other exit

costs in

our Consolidated

Statements of

Earnings. Our

estimates of

the fair

values were

determined based

on a

discounted

cash flow model

using inputs which

included our long-range

cash flow projections

for the businesses,

royalty rates, weighted

-average

cost of capital rates, and tax rates. The fair values

are Level 3 assets in the fair value hierarchy.

All other intangible

asset fair values

were substantially

in excess of

the carrying

values, except for

the

Uncle Toby’s

brand intangible

asset. In

addition,

while having

significant

coverage as

of our

fiscal 2024

assessment date,

the

Progresso

Nudges

, and

True

Chews

brand intangible assets had risk of decreasing coverage. We

will continue to monitor these businesses for potential impairment.

RECENTLY

ISSUED ACCOUNTING PRONOUNCEMENTS

In March 2024, the Securities

and Exchange Commission (SEC)

issued final rules on the

enhancement and standardization

of climate-

related disclosures. The rules require

disclosure of, among other things:

material climate-related risks; activities

to mitigate or adapt

such

risks;

governance

and

management

such

risks;

and

material

greenhouse

gas

(GHG)

emissions

from

operations

owned

controlled

(Scope

and/or

indirect

emissions

from

purchased

energy

consumed

operations

(Scope

2).

Additionally,

the

rules

require disclosure

in the

notes to

the financial

statements of

the effects

of severe

weather events

and other

natural conditions,

subject

certain

materiality

thresholds.

The

SEC

has

issued

stay

the

final

rules

due

litigation

and

the

effective

date

delayed

indefinitely. We

are in the process of analyzing the impact of the rules on our disclosures.

In December 2023, the

Financial Accounting Standards Board

(FASB) issued

Accounting Standards Update (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 of disaggregated

information related to

income taxes paid,

income or loss

from

continuing

operations

before

income

tax

expense

benefit,

and

income

tax

expense

benefit

from

continuing

operations.

The

requirements

the

ASU

are

effective

for

annual

periods

beginning

after

December

15,

2024,

which

for

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.

November

2023,

the

FASB

issued

ASU

2023-07

requiring

enhanced

segment

disclosures.

The

ASU

requires

disclosure

significant

segment

expenses

regularly

provided

the

chief

operating

decision

maker

(CODM)

included

within

segment

operating

profit

loss.

Additionally,

the

ASU

requires

description

how

the

CODM

utilizes

segment

operating

profit

loss

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.

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.

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.

Restructuring charges and project-related costs

Restructuring charges and

project-related costs related to previously

announced restructuring actions recorded

in fiscal 2025 and fiscal

2024. Please see Note 3 to the Consolidated Financial Statements in Part I, Item 1

of this report.

Acquisition integration costs

Integration

costs

the

acquisition

pet

food

business

Europe

recorded

fiscal

2025.

Integration

costs

primarily

resulting from the acquisition of TNT Crust recorded in fiscal 2024.

Please see Note 2 to the Consolidated Financial Statements in Part

I, Item 1 of this report.

Investment activity, net

Valuation

adjustments of certain corporate investments in fiscal 2025 and fiscal 2024.

Product recall

Costs related to the fiscal 2023 voluntary recall of certain international

Häagen-Dazs

ice cream products.

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

Aug. 25, 2024

Aug. 27, 2023

In Millions

Value

Percent of

Net Sales

Value

Percent of

Net Sales

Operating profit as reported

831.5

17.2

930.0

19.0

Mark-to-market effects

28.8

0.6

(44.9)

(0.9)

Restructuring charges

2.9

0.1

9.8

0.2

Acquisition integration costs

1.6

0.2

Investment activity, net

0.4

2.9

0.1

Project-related costs

0.1

0.8

Product recall

0.2

Adjusted operating profit

865.3

17.8

899.0

18.3

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 Operating Profit and Related Constant-currency Growth Rate

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.

Additionally,

the

measure

evaluated

constant-currency

basis

excluding

the

effect

that

foreign

currency

exchange

rate

fluctuations

have

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

Aug. 25, 2024

Aug. 27, 2023

Change

Operating profit as reported

831.5

930.0

(11)

Mark-to-market effects

28.8

(44.9)

Restructuring charges

2.9

9.8

Acquisition integration costs

1.6

0.2

Investment activity, net

0.4

2.9

Project-related costs

0.1

0.8

Product recall

0.2

Adjusted operating profit

865.3

899.0

(4)

Foreign currency exchange impact

Flat

Adjusted operating profit growth, on a constant-currency basis

(4)

Note: Table may not foot due to rounding.

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

Adjusted Diluted EPS and Related Constant-currency Growth Rate

This measure

is used in

reporting to

our Board of

Directors and executive

management. We

believe that

this measure provides

useful

information to

investors because it

is the profitability

measure we use

to evaluate earnings

performance on

a comparable year-to-year

basis.

The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted

EPS and the related constant-currency growth rates follows:

Quarter Ended

Per Share Data

Aug. 25, 2024

Aug. 27, 2023

Change

Diluted earnings per share, as reported

1.03

1.14

(10)

Mark-to-market effects

0.04

(0.06)

Restructuring charges

0.01

Adjusted diluted earnings per share

1.07

1.09

(2)

Foreign currency exchange impact

Flat

Adjusted diluted earnings per share growth, on a constant-currency

basis

(2)

Note: Table may not foot due to rounding.

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

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 Aug. 25, 2024

(18)

(4)

pts

(14)

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 Aug. 25, 2024

(3)

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 Aug. 25, 2024

Percentage Change in

Operating Profit

as Reported

Impact of Foreign

Currency

Exchange

Percentage Change in Operating

Profit on Constant-Currency

Basis

North America Retail

(7)

Flat

(6)

International

(58)

pts

(64)

North America Pet

Flat

North America Foodservice

Flat

Note: Table 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

Aug. 25, 2024

Aug. 27, 2023

In Millions

(Except Per Share Data)

Pretax

Earnings

(a)

Income

Taxes

Pretax

Earnings

(a)

Income

Taxes

As reported

721.8

157.4

830.0

173.2

Mark-to-market effects

28.8

6.6

(44.9)

(10.3)

Restructuring charges

2.9

0.7

9.8

4.7

Acquisition integration costs

1.6

0.4

0.2

0.1

Investment activity, net

0.4

0.1

2.9

1.0

Project-related costs

0.1

0.8

0.3

Product recall

0.2

0.1

As adjusted

755.6

165.3

799.1

169.0

Effective tax rate:

As reported

21.8%

20.9%

As adjusted

21.9%

21.1%

Sum of adjustments to income taxes

7.8

(4.3)

Average number

of common shares - diluted EPS

563.8

591.4

Impact of income tax adjustments on adjusted diluted EPS

(0.01)

0.01

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 (Loss).

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 26, 2024, 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 August 25, 2024,

was as follows:

In Millions

One-day Risk

of Loss

Change During

Quarter Ended

Aug. 25, 2024

Analysis of Change

Interest rate instruments

Immaterial

Foreign currency instruments

Increase in exchange rate volatility

Commodity instruments

(1)

Decrease in commodity contracts

Equity instruments

Immaterial

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

for the fiscal year ended May 26, 2024.

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,

as of

August 25,

2024, our

disclosure controls

and procedures

were effective

to ensure

that information

required to

be disclosed

by us

in reports

that we file

or submit

under the

Securities Exchange

Act of

1934 is (1)

recorded, processed,

summarized,

and

reported

within

the

time

periods

specified

Securities

and

Exchange

Commission

rules

and

forms,

and

(2)

accumulated and

communicated to

our management,

including our

Chief Executive

Officer and

Chief Financial

Officer,

in a

manner

that allows timely decisions regarding required disclosure.

There were no changes in our internal

control over financial reporting (as defined

in Rule 13a-15(f) under the Securities Exchange

Act

of 1934)

during the

quarter ended

August 25,

2024, that

materially affected,

or are reasonably

likely to

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

August 25, 2024:

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)

May 27, 2024 -

June 30, 2024

2,015,083

67.21

2,015,083

53,643,914

July 1, 2024 -

July 28, 2024

1,679,017

64.81

1,679,017

51,964,897

July 29, 2024 -

August 25, 2024

839,009

69.09

839,009

51,125,888

Total

4,533,109

66.67

4,533,109

51,125,888

(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.

Except

set

forth

below,

during

the

fiscal

quarter

ended

August

25,

2024,

director

officer

the

Company

adopted

terminated

a “Rule 10b5-1

trading arrangement” or

“

non-Rule

10b5-1

trading arrangement,” as

each term is defined

in Item 408(a)

Regulation S-K.

During

the

fiscal

quarter

ended

August

25,

2024,

Jeffrey L. Harmening

the

Company’s

Chairman and Chief Executive Officer

adopted

“Rule 10b5-1

trading

arrangement.”

The

trading plan,

adopted

July 24, 2024

, relates

the exercise

and sale

of up

57,879

the

Company’s

common

stock

that

are

subject

company-granted

stock

option

award

that

expires

July

30,

2025. The plan is scheduled to terminate when all shares subject to the award

are exercised and sold or July 31, 2025.

PART

II. OTHER INFORMATION

Item 6.

Exhibits.

10.1

Form of Performance Share Unit Award Agreement

10.2

Form of Stock Option Agreement.

10.3

Form of Restricted Stock Unit Agreement.

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

August

25,

2024,

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: September 18, 2024

/s/ Mark A. Pallot

Mark A. Pallot

Vice President, Chief Accounting

Officer

(Principal Accounting Officer and Duly Authorized

Officer)