Quarterly Report for Quarter Ending FEBRUARY 23, 2025 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED

FEBRUARY 23, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission file number:

001-01185

________________

GENERAL MILLS, INC.

(Exact name of registrant as specified in its charter)

Delaware

41-0274440

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

Number One General Mills 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 by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),

and (2) has been subject to such filing requirements for the past 90 days.

Yes

☑

No

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§ 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

☑

No

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller

reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

No

☑

Number of shares of Common Stock outstanding as of March 12, 2025:

547,600,534

(excluding

207,012,794

shares held in the

treasury).

3

General Mills, Inc.

Table of Contents

Page

PART I - Financial Information

Item 1. Financial Statements

Consolidated Statements of Earnings for the quarters and nine-month periods ended February 23, 2025 and

February 25, 2024

4

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

23, 2025 and February 25, 2024

5

Consolidated Balance Sheets as of February 23, 2025 and May 26, 2024

6

Consolidated Statements of Total Equity for the quarters and nine-month periods ended February 23, 2025

and February 25, 2024

7

Consolidated Statements of Cash Flows for the nine-month periods ended February 23, 2025 and February

25, 2024

9

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

22

Item 3. Quantitative and Qualitative Disclosures About Market Risk

41

Item 4. Controls and Procedures

42

PART II - Other Information

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

42

Item 5. Other Information

42

Item 6. Exhibits

43

Signatures

44

4

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Consolidated Statements of Earnings

GENERAL MILLS, INC. AND SUBSIDIARIES

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

Quarter Ended

Nine-Month Period Ended

Feb. 23, 2025

Feb. 25, 2024

Feb. 23, 2025

Feb. 25, 2024

Net sales

$

4,842.2

$

5,099.2

$

14,930.4

$

15,143.3

Cost of sales

3,203.1

3,391.8

9,671.4

9,899.5

Selling, general, and administrative expenses

844.4

790.9

2,551.5

2,460.7

Divestiture gain

(95.9)

-

(95.9)

-

Restructuring, impairment, and other exit (recoveries) costs

(0.8)

5.8

2.6

130.6

Operating profit

891.4

910.7

2,800.8

2,652.5

Benefit plan non-service income

(13.9)

(18.6)

(41.6)

(55.7)

Interest, net

136.3

121.7

384.5

356.5

Earnings before income taxes and after-tax earnings from

joint ventures

769.0

807.6

2,457.9

2,351.7

Income taxes

152.4

149.3

504.6

458.5

After-tax earnings from joint ventures

14.4

18.0

63.6

65.7

Net earnings, including earnings attributable to

noncontrolling interests

631.0

676.3

2,016.9

1,958.9

Net earnings attributable to noncontrolling interests

5.4

6.2

15.7

19.8

Net earnings attributable to General Mills

$

625.6

$

670.1

$

2,001.2

$

1,939.1

Earnings per share - basic

$

1.14

$

1.18

$

3.60

$

3.35

Earnings per share - diluted

$

1.12

$

1.17

$

3.57

$

3.33

See accompanying notes to consolidated financial statements.

5

Consolidated Statements of Comprehensive Income

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

Quarter Ended

Nine-Month Period Ended

Feb. 23, 2025

Feb. 25, 2024

Feb. 23, 2025

Feb. 25, 2024

Net earnings, including earnings attributable to

noncontrolling interests

$

631.0

$

676.3

$

2,016.9

$

1,958.9

Other comprehensive income (loss), net of tax:

Foreign currency translation

6.2

2.4

(26.9)

(38.0)

Other fair value changes:

Hedge derivatives

1.1

(6.9)

4.3

(7.3)

Reclassification to earnings:

Foreign currency translation

33.9

-

33.9

-

Hedge derivatives

(3.0)

(0.1)

(1.3)

(2.3)

Amortization of losses and prior service costs

11.2

9.1

34.5

27.4

Other comprehensive income (loss), net of tax

49.4

4.5

44.5

(20.2)

Total comprehensive income

680.4

680.8

2,061.4

1,938.7

Comprehensive income attributable to noncontrolling

interests

5.4

6.0

14.9

20.0

Comprehensive income attributable to General Mills

$

675.0

$

674.8

$

2,046.5

$

1,918.7

See accompanying notes to consolidated financial statements.

6

Consolidated Balance Sheets

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except Par Value)

Feb. 23, 2025

May 26, 2024

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$

521.3

$

418.0

Receivables

1,791.0

1,696.2

Inventories

1,811.6

1,898.2

Prepaid expenses and other current assets

401.9

568.5

Assets held for sale

730.2

-

Total current assets

5,256.0

4,580.9

Land, buildings, and equipment

3,460.5

3,863.9

Goodwill

15,518.7

14,750.7

Other intangible assets

7,059.0

6,979.9

Other assets

1,412.0

1,294.5

Total assets

$

32,706.2

$

31,469.9

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

3,692.3

$

3,987.8

Current portion of long-term debt

1,941.0

1,614.1

Notes payable

406.7

11.8

Other current liabilities

1,815.7

1,419.4

Liabilities held for sale

20.5

-

Total current liabilities

7,876.2

7,033.1

Long-term debt

11,839.6

11,304.2

Deferred income taxes

2,263.9

2,200.6

Other liabilities

1,213.9

1,283.5

Total liabilities

23,193.6

21,821.4

Stockholders' equity:

Common stock,

754.6

shares issued, $

0.10

par value

75.5

75.5

Additional paid-in capital

1,194.9

1,227.0

Retained earnings

21,636.0

20,971.8

Common stock in treasury, at cost, shares of

207.1

and

195.5

(11,168.8)

(10,357.9)

Accumulated other comprehensive loss

(2,474.4)

(2,519.7)

Total stockholders' equity

9,263.2

9,396.7

Noncontrolling interests

249.4

251.8

Total equity

9,512.6

9,648.5

Total liabilities and equity

$

32,706.2

$

31,469.9

See accompanying notes to consolidated financial statements.

7

Consolidated Statements of Total Equity

GENERAL MILLS, INC. AND SUBSIDIARIES

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

Quarter Ended

Feb. 23, 2025

Feb. 25, 2024

Shares

Amount

Shares

Amount

Total equity, beginning balance

$

9,449.2

$

9,631.9

Common stock,

1

billion shares authorized, $

0.10

par value

754.6

75.5

754.6

75.5

Additional paid-in capital:

Beginning balance

1,182.0

1,201.8

Stock compensation plans

(9.6)

(11.1)

Unearned compensation related to stock unit awards

2.3

1.8

Earned compensation

20.2

17.8

Ending balance

1,194.9

1,210.3

Retained earnings:

Beginning balance

21,340.3

20,080.9

Net earnings attributable to General Mills

625.6

670.1

Cash dividends declared ($

0.60

and $

0.59

per share)

(329.9)

(334.3)

Ending balance

21,636.0

20,416.7

Common stock in treasury:

Beginning balance

(202.4)

(10,873.3)

(185.7)

(9,677.4)

Shares purchased, including excise tax of $

2.9

and

$

2.8

million

(4.8)

(304.4)

(4.7)

(303.1)

Stock compensation plans

0.1

8.9

0.3

12.1

Ending balance

(207.1)

(11,168.8)

(190.1)

(9,968.4)

Accumulated other comprehensive loss:

Beginning balance

(2,523.8)

(2,302.0)

Comprehensive income

49.4

4.7

Ending balance

(2,474.4)

(2,297.3)

Noncontrolling interests:

Beginning balance

248.5

253.1

Comprehensive income

5.4

6.0

Distributions to noncontrolling interest holders

(4.5)

(4.6)

Ending balance

249.4

254.5

Total equity, ending balance

$

9,512.6

$

9,691.3

See accompanying notes to consolidated financial statements.

8

Consolidated Statements of Total Equity

GENERAL MILLS, INC. AND SUBSIDIARIES

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

Nine-Month Period Ended

Feb. 23, 2025

Feb. 25, 2024

Shares

Amount

Shares

Amount

Total equity, beginning balance

$

9,648.5

$

10,700.0

Common stock,

1

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

(18.9)

(10.3)

Unearned compensation related to stock unit awards

(79.4)

(78.1)

Earned compensation

66.2

76.3

Ending balance

1,194.9

1,210.3

Retained earnings:

Beginning balance

20,971.8

19,838.6

Net earnings attributable to General Mills

2,001.2

1,939.1

Cash dividends declared ($

2.40

and $

2.36

per share)

(1,337.0)

(1,361.0)

Ending balance

21,636.0

20,416.7

Common stock in treasury:

Beginning balance

(195.5)

(10,357.9)

(168.0)

(8,410.0)

Shares purchased, including excise tax of $

7.7

and

$

15.0

million

(13.5)

(909.6)

(23.5)

(1,616.6)

Stock compensation plans

1.9

98.7

1.4

58.2

Ending balance

(207.1)

(11,168.8)

(190.1)

(9,968.4)

Accumulated other comprehensive loss:

Beginning balance

(2,519.7)

(2,276.9)

Comprehensive income (loss)

45.3

(20.4)

Ending balance

(2,474.4)

(2,297.3)

Noncontrolling interests:

Beginning balance

251.8

250.4

Comprehensive income

14.9

20.0

Distributions to noncontrolling interest holders

(17.3)

(16.6)

Change in ownership interest

-

0.7

Ending balance

249.4

254.5

Total equity, ending balance

$

9,512.6

$

9,691.3

See accompanying notes to consolidated financial statements.

9

Consolidated Statements of Cash Flows

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

Nine-Month Period Ended

Feb. 23, 2025

Feb. 25, 2024

Cash Flows - Operating Activities

Net earnings, including earnings attributable to noncontrolling interests

$

2,016.9

$

1,958.9

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

Depreciation and amortization

403.4

412.2

After-tax earnings from joint ventures

(63.6)

(65.7)

Distributions of earnings from joint ventures

30.9

31.4

Stock-based compensation

67.1

76.7

Deferred income taxes

(13.5)

(85.5)

Pension and other postretirement benefit plan contributions

(23.0)

(20.0)

Pension and other postretirement benefit plan costs

(9.9)

(20.2)

Divestiture gain

(95.9)

-

Restructuring, impairment, and other exit (recoveries) costs

(3.4)

119.7

Changes in current assets and liabilities, excluding the effects of

acquisitions and divestitures

55.8

(9.6)

Other, net

(58.2)

41.0

Net cash provided by operating activities

2,306.6

2,438.9

Cash Flows - Investing Activities

Purchases of land, buildings, and equipment

(405.1)

(485.6)

Acquisition, net of cash acquired

(1,417.3)

(25.5)

Proceeds from divestiture

241.8

-

Investments in affiliates, net

6.6

(1.5)

Proceeds from disposal of land, buildings, and equipment

1.0

0.2

Other, net

(5.6)

4.8

Net cash used by investing activities

(1,578.6)

(507.6)

Cash Flows - Financing Activities

Change in notes payable

397.0

654.5

Issuance of long-term debt

1,500.0

1,000.0

Payment of long-term debt

(500.0)

(900.0)

Proceeds from common stock issued on exercised options

38.4

11.1

Purchases of common stock for treasury

(901.9)

(1,601.6)

Dividends paid

(1,008.4)

(1,028.0)

Distributions to noncontrolling interest holders

(17.3)

(16.6)

Other, net

(117.5)

(47.0)

Net cash used by financing activities

(609.7)

(1,927.6)

Effect of exchange rate changes on cash and cash equivalents

(15.0)

(0.6)

Increase in cash and cash equivalents

103.3

3.1

Cash and cash equivalents - beginning of year

418.0

585.5

Cash and cash equivalents - end of period

$

521.3

$

588.6

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

acquisitions and divestitures:

Receivables

$

(95.7)

$

(83.8)

Inventories

59.5

347.8

Prepaid expenses and other current assets

139.6

269.4

Accounts payable

(136.7)

(543.7)

Other current liabilities

89.1

0.7

Changes in current assets and liabilities

$

55.8

$

(9.6)

See accompanying notes to consolidated financial statements.

10

GENERAL MILLS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

11

Restructuring and impairment charges were as follows:

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

12

The changes in the carrying amount of goodwill during the nine-month period ended February 23, 2025, were as follows:

The changes in the carrying amount of other intangible assets during the nine-month period ended February 23, 2025, were as follows:

13

14

15

The following tables provide details of total comprehensive income:

16

Windfall tax benefits from stock-based payments in income tax expense in our Consolidated Statements of Earnings were as follows:

17

The total grant date fair value of restricted stock unit awards that vested during the period was as follows:

18

19

20

21

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

Net sales by class of similar products were as follows:

22

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

INTRODUCTION

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in

conjunction with the MD&A included in our Annual Report on 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.

The impact that the imposition of tariffs and changes to global trade policies will have on our consolidated results of operations is

uncertain. We expect tariffs on goods imported into the U.S. from Canada, Mexico, and China, and other countries upon which tariffs

may be imposed, to continue to be met with retaliatory tariffs from those countries which would impact our consolidated results of

operations as we import inputs required for our manufacturing processes and export our finished products. The extent and duration of

tariffs and the resulting impact on macroeconomic conditions and on our business are uncertain and may depend on various factors,

including negotiations between the U.S. and affected countries, retaliation imposed by other countries, tariff exemptions, negative

sentiment toward U.S. companies and products, and availability of lower cost inputs that may be sourced domestically. We will

continue to evaluate the nature and extent of the impact to our business and consolidated results of operations.

CONSOLIDATED RESULTS OF OPERATIONS

Third Quarter Results

In the third quarter of fiscal 2025, net sales and organic net sales decreased 5 percent compared to the same period last year. Operating

profit decreased 2 percent to $891 million, primarily driven by unfavorable net price realization and mix, a decrease in contributions

from volume growth, net recoveries recorded in fiscal 2024 from the fiscal 2023 voluntary recall on certain international

Häagen-Dazs

ice cream products, and transaction costs primarily related to the definitive agreements to sell our North American yogurt businesses

and the Whitebridge Pet Brands acquisition. These impacts were partially offset by a divestiture gain related to the sale of our Canada

yogurt business and a favorable change in the mark-to-market valuation of certain commodity positions and grain inventories.

Operating profit margin of 18.4 percent increased 50 basis points. Adjusted operating profit of $801 million decreased 13 percent on a

constant-currency basis, primarily driven by unfavorable net price realization and mix and a decrease in contributions from volume

growth. Adjusted operating profit margin decreased 140 basis points to 16.5 percent. Diluted earnings per share of $1.12 decreased 4

percent in the third quarter of fiscal 2025. Adjusted diluted earnings per share of $1.00 decreased 15 percent on a constant-currency

basis compared to the third 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 third quarter of fiscal 2025 follows:

Quarter Ended Feb. 23, 2025

In millions,

except per share

Quarter Ended

Feb. 23, 2025 vs.

Feb. 25, 2024

Percent

of Net

Sales

Constant-

Currency

Growth (a)

Net sales

$

4,842.2

(5)

%

Operating profit

891.4

(2)

%

18.4

%

Net earnings attributable to General Mills

625.6

(7)

%

Diluted earnings per share

$

1.12

(4)

%

Organic net sales growth rate (a)

(5)

%

Adjusted operating profit (a)

800.8

(12)

%

16.5

%

(13)

%

Adjusted diluted earnings per share (a)

$

1.00

(15)

%

(15)

%

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

23

Consolidated

net sales

were as follows:

Quarter Ended

Feb. 23, 2025

Feb. 23, 2025 vs.

Feb. 25, 2024

Feb. 25, 2024

Net sales (in millions)

$

4,842.2

(5)

%

$

5,099.2

Contributions from volume growth (a)

(4)

pts

Net price realization and mix

Flat

Foreign currency exchange

(1)

pt

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 third quarter of fiscal 2025 decreased 5 percent compared to the same period in fiscal 2024, driven by a decrease in

contributions from volume growth and unfavorable foreign currency exchange.

Components of organic net sales growth are shown in the following table:

Quarter Ended Feb. 23, 2025 vs.

Quarter Ended Feb. 25, 2024

Contributions from organic volume growth (a)

(4)

pts

Organic net price realization and mix

(1)

pt

Organic net sales growth

(5)

pts

Foreign currency exchange

(1)

pt

Acquisitions and divestiture

1

pt

Net sales growth

(5)

pts

Note: Table may not foot due to rounding.

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

Organic net sales decreased 5 percent in the third quarter of fiscal 2025 compared to the same period in fiscal 2024, driven by a

decrease in contributions from organic volume growth and unfavorable organic net price realization and mix.

Cost of sales

decreased $189 million to $3,203 million in the third quarter of fiscal 2025 compared to the same period in fiscal 2024.

The decrease was primarily driven by a $122 million decrease attributable to lower volume and a $18 million net decrease attributable

to product rate and mix. We recorded a $23 million net decrease in cost of sales related to the mark-to-market valuation of certain

commodity positions and grain inventories in the third quarter of fiscal 2025, compared to a $26 million net increase in the third

quarter of fiscal 2024.

Selling, general and administrative (SG&A) expenses

increased $54 million to $844 million in the third quarter of fiscal 2025,

compared to the same period in fiscal 2024, primarily driven by net recoveries recorded in fiscal 2024 from the fiscal 2023 voluntary

recall on certain international

Häagen-Dazs

ice cream products and transaction costs related to the definitive agreements to sell our

North American yogurt businesses and the Whitebridge Pet Brands acquisition. SG&A expenses as a percent of net sales in the third

quarter of fiscal 2025 increased 190 basis points compared to the third quarter of fiscal 2024.

Divestiture gain

of $96 million in the third quarter of fiscal 2025, related to the sale of our Canada yogurt business (please refer to

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

Restructuring, impairment, and other exit (recoveries) costs

totaled $1 million of net recoveries in the third quarter of fiscal 2025

related to actions previously announced, compared to $6 million of net restructuring costs 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 third quarter of fiscal 2025, compared to $19 million in the same period

last year, primarily reflecting higher amortization of losses and interest costs.

Interest, net

for the third quarter of fiscal 2025 totaled $136 million, up $15 million from the third quarter of fiscal 2024, primarily

driven by higher average long-term debt levels.

The

effective tax rate

for the third quarter of fiscal 2025 was 19.8 percent compared to 18.5 percent for the third quarter of fiscal

2024. The 1.3 percentage point increase was primarily due to certain nonrecurring discrete tax benefits in fiscal 2024, partially offset

by favorable earnings mix by jurisdiction in fiscal 2025. Our effective tax rate excluding certain items affecting comparability was

24

21.0 percent in the third quarter of fiscal 2025, compared to 18.4 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 2.6 percentage point increase was primarily due to

certain nonrecurring discrete tax benefits in fiscal 2024, partially offset by favorable earnings mix by jurisdiction in fiscal 2025.

After-tax earnings from joint ventures

for the third quarter of fiscal 2025

decreased to $14 million compared to $18 million in the

same period in fiscal 2024, primarily driven by our share of asset impairment charges at Cereal Partners Worldwide (CPW) in the

third quarter of fiscal 2025, partially offset by lower SG&A expenses and higher volume at Häagen-Dazs Japan, Inc. (HDJ). On a

constant-currency basis, after-tax earnings from joint ventures decreased 16 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 Feb. 23, 2025 vs.

Quarter Ended Feb. 25, 2024

CPW

HDJ

Total

Contributions from volume growth (a)

(4)

pts

8

pts

Net price realization and mix

3

pts

2

pts

Net sales growth in constant currency

(1)

pt

10

pts

1

pt

Foreign currency exchange

(7)

pts

(5)

pts

(7)

pts

Net sales growth

(8)

pts

5

pts

(6)

pts

Note: Table may not foot due to rounding.

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

Average diluted shares outstanding

decreased by 18 million in the third quarter of fiscal 2025 from the same period a year ago

primarily due to share repurchases, partially offset by option exercises.

Nine-Month Results

In the nine-month period ended February 23, 2025, net sales and organic net sales decreased 1 percent compared to the same period

last year. Operating profit increased 6 percent to $2,801 million, primarily driven by a goodwill impairment charge recorded in fiscal

2024 and lower restructuring charges , lower input costs, and a divestiture gain related to the sale of our Canada yogurt business. These

impacts were partially offset by unfavorable net price realization and mix, an increase in SG&A expenses, and transaction costs

primarily related to the definitive agreements to sell our North American yogurt businesses and the Whitebridge Pet Brands

acquisition. Operating profit margin of 18.8 percent increased 130 basis points compared to the same period last year. Adjusted

operating profit of $2,730 million decreased 3 percent on a constant-currency basis, primarily driven by unfavorable net price

realization and mix and an increase in SG&A expenses, partially offset by lower input costs. Adjusted operating profit margin

decreased 20 basis points to 18.3 percent. Diluted earnings per share of $3.57 increased 7 percent in the nine-month period ended

February 23, 2025, and adjusted diluted earnings per share of $3.47 decreased 1 percent on a constant-currency basis compared to the

same period last year (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 nine-month period ended February 23, 2025, follows:

Nine-Month Period Ended Feb. 23, 2025

In millions,

except per share

Nine-Month

Period Ended

Feb. 23, 2025 vs.

Feb. 25, 2024

Percent of Net

Sales

Constant-

Currency

Growth (a)

Net sales

$

14,930.4

(1)

%

Operating profit

2,800.8

6

%

18.8

%

Net earnings attributable to General Mills

2,001.2

3

%

Diluted earnings per share

$

3.57

7

%

Organic net sales growth rate (a)

(1)

%

Adjusted operating profit (a)

2,730.1

(3)

%

18.3

%

(3)

%

Adjusted diluted earnings per share (a)

$

3.47

(1)

%

(1)

%

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

25

Consolidated

net sales

were as follows:

Nine-Month Period Ended

Feb. 23, 2025

Feb. 23, 2025 vs.

Feb. 25, 2024

Feb. 25, 2024

Net sales (in millions)

$

14,930.4

(1)

%

$

15,143.3

Contributions from volume growth (a)

Flat

Net price realization and mix

(1)

pt

Foreign currency exchange

Flat

Note: Table may not foot due to rounding.

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

The 1 percent decrease in net sales for the nine-month period ended February 23, 2025, was driven by unfavorable net price

realization and mix.

Components of organic net sales growth are shown in the following table:

Nine-Month Period Ended Feb. 23, 2025 vs.

Nine-Month Period Ended Feb. 25, 2024

Contributions from organic volume growth (a)

Flat

Organic net price realization and mix

(1)

pt

Organic net sales growth

(1)

pt

Foreign currency exchange

Flat

Acquisitions and divestiture

1

pt

Net sales growth

(1)

pt

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 1 percent in the nine-month period ended February 23, 2025, driven by unfavorable organic net price

realization and mix.

Cost of sales

decreased $228 million to $9,671 million in the nine-month period ended February 23, 2025, compared to the same

period in fiscal 2024. The decrease was primarily driven by a $152 million decrease attributable to product rate and mix and a $30

million decrease attributable to lower volume. We recorded a $24 million net decrease in cost of sales related to the mark-to-market

valuation of certain commodity positions and grain inventories in the nine-month period ended February 23, 2025, compared to a

$6 million net increase in the nine-month period ended February 25, 2024. In addition, we recorded $1 million of restructuring charges

in the nine-month period ended February 23, 2025, compared to $17 million of restructuring charges in the same period last year

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

SG&A expenses

increased $91 million to $2,552 million in the nine-month period ended February 23, 2025, compared to the same

period in fiscal 2024, primarily driven by transaction costs related to the definitive agreements to sell our North American yogurt

businesses and the Whitebridge Pet Brands acquisition, net recoveries recorded in fiscal 2024 from the fiscal 2023 voluntary recall on

certain international

Häagen-Dazs

ice cream products, and the addition of a pet food business in Europe. SG&A expenses as a percent

of net sales increased 90 basis points in the nine-month period ended February 23, 2025, compared to the same period of fiscal 2024.

Divestiture gain

of $96 million in the nine-month period ended February 23, 2025, related to the sale of our Canada yogurt business

(please refer to Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report).

Restructuring, impairment, and other exit costs

totaled $3 million in the nine-month period ended February 23, 2025, compared to

$131 million of net restructuring and impairment costs in the same period last year. In fiscal 2024, we recorded a $117 million non-

cash goodwill impairment charge related to our Latin America reporting unit (please refer to Note 3 to the Consolidated Financial

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

Benefit plan non-service income

totaled $42 million in the nine-month period ended February 23, 2025, compared to $56 million in

the same period last year, primarily reflecting higher amortization of losses and interest costs.

Interest, net

for the nine-month period ended February 23, 2025, increased $28 million to $384 million compared to the same period

of fiscal 2024, primarily driven by higher average long-term debt levels.

26

The

effective tax rate

for the nine-month period ended February 23, 2025, was 20.5 percent compared to 19.5 percent in the same

period last year. The 1.0 percentage point increase was primarily due to certain nonrecurring discrete tax benefits in fiscal 2024,

partially offset by favorable earnings mix by jurisdiction in fiscal 2025. Our effective tax rate excluding certain items affecting

comparability was 20.9 percent in the nine-month period ended February 23, 2025, compared to 20.1 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 is primarily due to certain nonrecurring discrete tax benefits in fiscal 2024, partially offset by favorable

earnings mix by jurisdiction in fiscal 2025.

After-tax earnings from joint ventures

for the nine-month period ended February 23, 2025, decreased to $64 million compared to

$66 million in the same period in fiscal 2024, primarily driven by our share of asset impairment charges at CPW in fiscal 2025,

partially offset by lower input costs at CPW and lower SG&A expenses at HDJ. On a constant-currency basis, after-tax earnings from

joint ventures decreased 1 percent (see the "Non-GAAP Measures" section below for a description of our use of measures not defined

by GAAP).

Nine-Month Period Ended Feb. 23, 2025 vs.

Nine-Month Period Ended Feb. 25, 2024

CPW

HDJ

Total

Contributions from volume growth (a)

(3)

pts

3

pts

Net price realization and mix

3

pts

Flat

Net sales growth in constant currency

Flat

3

pts

1

pt

Foreign currency exchange

(4)

pts

(4)

pts

(4)

pts

Net sales growth

(3)

pts

Flat

(3)

pts

Note: Table may not foot due to rounding.

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

Average diluted shares outstanding

decreased by 23 million in the nine-month period ended February 23, 2025, from the same

period a year ago primarily due to share repurchases, partially offset by option exercises.

SEGMENT OPERATING RESULTS

Our businesses are organized into four operating segments: North America Retail, International, North America Pet, and North

America Foodservice. Please refer to Note 16 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

Nine-Month Period Ended

Feb. 23,

2025

Feb. 23, 2025 vs

Feb. 25, 2024

Feb. 25,

2024

Feb. 23,

2025

Feb. 23, 2025 vs

Feb. 25, 2024

Feb. 25,

2024

Net sales (in millions)

$

3,009.1

(7)

%

$

3,242.1

$

9,347.2

(3)

%

$

9,620.1

Contributions from volume growth (a)

(6)

pts

(3)

pts

Net price realization and mix

(1)

pt

1

pt

Foreign currency exchange

Flat

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 7 percent in the third quarter of fiscal 2025, compared to the same period in fiscal 2024,

driven by a decrease in contributions from volume growth and unfavorable net price realization and mix.

North America Retail net sales decreased 3 percent in the nine-month period ended February 23, 2025, compared to the same period in

fiscal 2024, driven by a decrease in contributions from volume growth, partially offset by favorable net price realization and mix.

27

The components of North America Retail organic net sales growth are shown in the following table:

Quarter Ended

Nine-Month Period Ended

Feb. 23, 2025

Feb. 23, 2025

Contributions from organic volume growth (a)

(5)

pts

(3)

pts

Organic net price realization and mix

(1)

pt

Flat

Organic net sales growth

(6)

pts

(2)

pts

Foreign currency exchange

Flat

Flat

Divestiture (b)

(1)

pt

Flat

Net sales growth

(7)

pts

(3)

pts

Note: Table may not foot due to rounding.

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

(b) Divestiture of Canada yogurt business in the third quarter of fiscal 2025. Please refer to Note 2 to the Consolidated Financial

Statements in Part I, Item 1 of this report.

North America Retail organic net sales decreased 6 percent in the third quarter of fiscal 2025, compared to the same period in fiscal

2024, driven by a decrease in contributions from organic volume growth and unfavorable organic net price realization and mix.

North America Retail organic net sales decreased 2 percent in the nine-month period ended February 23, 2025, compared to the same

period in fiscal 2024, driven by a decrease in contributions from organic volume growth.

North America Retail net sales percentage change by operating unit are shown in the following table:

Quarter Ended

Nine-Month Period Ended

Feb. 23, 2025

Feb. 23, 2025

U.S. Snacks

(6)

%

(3)

%

U.S. Morning Foods

(10)

%

(3)

%

Canada (a)

(19)

%

(7)

%

U.S. Meals & Baking Solutions

(3)

%

(1)

%

Total

(7)

%

(3)

%

(a) On a constant-currency basis, Canada net sales decreased 14 percent in the third quarter of fiscal 2025 and decreased 4 percent in

the nine -month period ended February 23, 2025, compared to the same periods in fiscal 2024. See the "Non-GAAP Measures"

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

Segment operating profit decreased 14 percent to $648 million in the third quarter of fiscal 2025, compared to $752 million in the

same period in fiscal 2024 , primarily driven by a decrease in contributions from volume growth and unfavorable net price realization

and mix. Segment operating profit decreased 14 percent on a constant-currency basis in the third 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 6 percent to $2,256 million in the nine-month period ended February 23, 2025, compared to

$2,410 million in the same period in fiscal 2024, primarily driven by a decrease in contributions from volume growth and higher input

costs, partially offset by favorable net price realization and mix. Segment operating profit decreased 6 percent on a constant-currency

basis in the nine -month period ended February 23, 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).

28

International Segment Results

International net sales were as follows:

Quarter Ended

Nine-Month Period Ended

Feb. 23,

2025

Feb. 23, 2025 vs

Feb. 25, 2024

Feb. 25,

2024

Feb. 23,

2025

Feb. 23, 2025 vs

Feb. 25, 2024

Feb. 25,

2024

Net sales (in millions)

$

651.3

(4)

%

$

680.1

$

2,058.9

(1)

%

$

2,079.0

Contributions from volume growth (a)

(1)

pt

4

pts

Net price realization and mix

2

pts

(2)

pts

Foreign currency exchange

(5)

pts

(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 decreased 4 percent in the third quarter of fiscal 2025, compared to the same period in fiscal 2024, driven by

unfavorable foreign currency exchange and a decrease in contributions from volume growth, partially offset by favorable net price

realization and mix.

International net sales decreased 1 percent in the nine-month period ended February 23, 2025, compared to the same period in fiscal

2024, driven by unfavorable net price realization and mix and unfavorable foreign currency exchange, partially offset by an increase

in contributions from volume growth.

The components of International organic net sales growth are shown in the following table:

Quarter Ended

Nine-Month Period Ended

Feb. 23, 2025

Feb. 23, 2025

Contributions from organic volume growth (a)

(4)

pts

2

pts

Organic net price realization and mix

Flat

(4)

pts

Organic net sales growth

(3)

pts

(2)

pts

Foreign currency exchange

(5)

pts

(2)

pts

Acquisition (b)

4

pts

4

pts

Net sales growth

(4)

pts

(1)

pt

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 refer to Note 2 to the Consolidated Financial Statements in

Part I, Item 1 of this report.

International organic net sales decreased 3 percent in the third quarter of fiscal 2025, compared to the same period in fiscal 2024,

driven by a decrease in contributions from organic volume growth.

International organic net sales decreased 2 percent in the nine-month period ended February 23, 2025, compared to the same period in

fiscal 2024, driven by unfavorable organic net price realization and mix, partially offset by an increase in contributions from organic

volume growth.

Segment operating profit decreased 1 percent to $18 million in the third quarter of fiscal 2025, compared to the same period in fiscal

2024, primarily driven by unfavorable net price realization and mix and higher SG&A expenses, partially offset by lower input costs.

Segment operating profit decreased 20 percent on a constant-currency basis in the third 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 39 percent to $63 million in the nine-month period ended February 23, 2025, compared to

$103 million in the same period in fiscal 2024, primarily driven by unfavorable net price realization and mix and higher SG&A

expenses, partially offset by lower input costs and an increase in contributions from volume growth. Segment operating profit

decreased 50 percent on a constant-currency basis in the nine-month period ended February 23, 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).

29

North America Pet Segment Results

North America Pet net sales were as follows:

Quarter Ended

Nine-Month Period Ended

Feb. 23,

2025

Feb. 23, 2025 vs

Feb. 25, 2024

Feb. 25,

2024

Feb. 23,

2025

Feb. 23, 2025 vs

Feb. 25, 2024

Feb. 25,

2024

Net sales (in millions)

$

623.7

Flat

$

624.5

$

1,795.6

1

%

$

1,773.7

Contributions from volume growth (a)

(1)

pt

3

pts

Net price realization and mix

1

pt

(2)

pts

Foreign currency exchange

Flat

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

North America Pet net sales increased 1 percent in the nine-month period ended February 23, 2025, compared to the same period in

fiscal 2024, driven by an increase in contributions from volume growth, partially offset by unfavorable net price realization and mix.

The components of North America Pet organic net sales growth are shown in the following table:

Quarter Ended

Nine-Month Period Ended

Feb. 23, 2025

Feb. 23, 2025

Contributions from organic volume growth (a)

(3)

pts

3

pts

Organic net price realization and mix

(1)

pt

(3)

pts

Organic net sales growth

(5)

pts

Flat

Foreign currency exchange

Flat

Flat

Acquisition (b)

5

pts

2

pts

Net sales growth

Flat

1

pt

Note: Table may not foot due to rounding.

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

(b) Acquisition of Whitebridge Pet Brands business in fiscal 2025. Please refer to Note 2 to the Consolidated Financial Statements in

Part I, Item 1 of this report.

North America Pet organic net sales decreased 5 percent in the third quarter of fiscal 2025, compared to the same period in fiscal

2024, driven by a decrease in contributions from organic volume growth and unfavorable organic net price realization and mix.

North America Pet organic net sales in the nine-month period ended February 23, 2025, essentially matched the same period in fiscal

2024.

Segment operating profit decreased 20 percent to $102 million in the third quarter of fiscal 2025, compared to $128 million in the

same period in fiscal 2024, primarily driven by higher SG&A expenses, including increased media and advertising expenses, and

higher input costs. Segment operating profit decreased 20 percent on a constant-currency basis in the third 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 increased 6 percent to $361 million in the nine-month period ended February 23, 2025, compared to

$342 million in the same period in fiscal 2024, primarily driven by lower input costs and an increase in contributions from volume

growth, partially offset by unfavorable net price realization and mix and higher SG&A expenses, including increased media and

advertising expenses. Segment operating profit increased 6 percent on a constant-currency basis in the nine-month period ended

February 23, 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).

30

North America Foodservice Segment Results

North America Foodservice net sales were as follows:

Quarter Ended

Nine-Month Period Ended

Feb. 23,

2025

Feb. 23, 2025 vs

Feb. 25, 2024

Feb. 25,

2024

Feb. 23,

2025

Feb. 23, 2025 vs

Feb. 25, 2024

Feb. 25,

2024

Net sales (in millions)

$

555.3

1

%

$

551.7

$

1,721.5

3

%

$

1,669.7

Contributions from volume growth (a)

(1)

pt

2

pts

Net price realization and mix

2

pts

2

pts

Foreign currency exchange

Flat

Flat

Note: Table may not foot due to rounding.

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

North America Foodservice net sales increased 1 percent in the third quarter of fiscal 2025, compared to the same period in fiscal

2024, driven by favorable net price realization and mix, partially offset by a decrease in contributions from volume growth.

North America Foodservice net sales increased 3 percent in the nine-month period ended February 23, 2025, compared to the same

period in fiscal 2024, driven by an increase in contributions from volume growth and favorable net price realization and mix.

The components of North America Foodservice organic net sales growth are shown in the following table:

Quarter Ended

Nine-Month Period Ended

Feb. 23, 2025

Feb. 23, 2025

Contributions from organic volume growth (a)

(1)

pt

2

pts

Organic net price realization and mix

2

pts

2

pts

Organic net sales growth

1

pt

3

pts

Foreign currency exchange

Flat

Flat

Net sales growth

1

pt

3

pts

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 increased 1 percent in the third quarter of fiscal 2025, compared to the same period in

fiscal 2024, driven by favorable organic net price realization and mix, partially offset by a decrease in contributions from organic

volume growth.

North America Foodservice organic net sales increased 3 percent in the nine-month period ended February 23, 2025, compared to the

same period in fiscal 2024, driven by an increase in contributions from organic volume growth and favorable organic net price

realization and mix.

Segment operating profit increased 1 percent to $82 million in the third quarter of fiscal 2025, compared to the same period in fiscal

2024, primarily driven by favorable net price realization and mix, partially offset by higher input costs. Segment operating profit

increased 1 percent on a constant-currency basis in the third 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 increased 15 percent to $272 million in the nine-month period ended February 23, 2025, compared to

$236 million in the same period in fiscal 2024, primarily driven by favorable net price realization and mix. Segment operating profit

increased 15 percent on a constant-currency basis in the nine-month period ended February 23, 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).

31

UNALLOCATED CORPORATE ITEMS

Unallocated corporate expenses totaled $56 million in the third quarter of fiscal 2025, compared to $64 million in the same period in

fiscal 2024. In the third quarter of fiscal 2025, we recorded a $23 million net decrease in expense related to the mark-to-market

valuation of certain commodity positions and grain inventories, compared to a $26 million net increase in expense in the same period

last year. In the third quarter of fiscal 2024, we recorded $31 million of net recoveries related to a voluntary recall on certain

Häagen-

Dazs

ice cream products in fiscal 2023. In addition, we recorded $24 million of transaction costs related to the definitive agreements

to sell our North American yogurt businesses in the third quarter of fiscal 2025. We also recorded $3 million of integration costs in the

third quarter of fiscal 2025, related to the fiscal 2025 acquisition of Whitebridge Pet Brands and the fiscal 2024 acquisition of a pet

food business in Europe. Certain compensation and benefit related expenses decreased in the third quarter of fiscal 2025, compared to

the same period in fiscal 2024. In addition, we recorded $2 million of net losses related to valuation adjustments on certain corporate

investments in the third quarter of fiscal 2025, compared to $3 million of net losses in the same quarter of fiscal 2024.

Unallocated corporate expenses totaled $244 million in the nine-month period ended February 23, 2025, compared to $308 million in

the same period in fiscal 2024. In the nine-month period ended February 23, 2025, we recorded a $24 million net decrease in expense

related to the mark-to-market valuation of certain commodity positions and grain inventories, compared to a $6 million net increase in

expense in the same period last year. In addition, we recorded $33 million of transaction costs related to the definitive agreements to

sell our North American yogurt businesses and the Whitebridge Pet Brands acquisition in the nine-month period ended February 23,

2025, compared to $1 million of transaction costs in the same period last year.

We

also recorded $7 million of integration costs related

to the fiscal 2025 acquisition of Whitebridge Pet Brands and the fiscal 2024 acquisition of a pet food business in Europe in the nine-

month period ended February 23, 2025. In the nine-month period ended February 25, 2024, we recorded $31 million of net recoveries

related to a voluntary recall on certain

Häagen-Dazs

ice cream products in fiscal 2023. We recorded $5 million of net losses related to

valuation adjustments on certain corporate investments in the nine-month period ended February 23, 2025, compared to $25 million of

net losses in the same period of fiscal 2024. In addition, certain compensation and benefit related expenses decreased in the nine-

month period ended February 23, 2025, compared to the same period in fiscal 2024. We recorded $1 million of restructuring charges

and an immaterial amount of restructuring initiative project-related costs in cost of sales in the nine-month period ended February 23,

2025, compared to $17 million of restructuring charges and $2 million of restructuring initiative project-related costs in cost of sales in

the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

During the nine-month period ended February 23, 2025, cash provided by operations was $2,307 million compared to $2,439 million

in the same period last year. The $132 million decrease was primarily driven by a $123 million change in restructuring, impairment,

and other exit (recoveries) costs and a $38 million decrease in net earnings excluding the impact of the divestiture in fiscal 2025.

Cash used by investing activities during the nine-month period ended February 23, 2025, was $1,579 million compared to

$508 million for the same period in fiscal 2024. In the third quarter of fiscal 2025 , we acquired Whitebridge Pet Brands for $1,410

million cash, net of cash acquired. During the third quarter of fiscal 2025, we completed the sale of our Canada yogurt business for

$242 million cash. In addition, we spent $405 million on purchases of land, buildings, and equipment in the nine-month period ended

February 23, 2025, compared to $486 million in the same period last year.

Cash used by financing activities during the nine-month period ended February 23, 2025, was $610 million compared to

$1,928 million in the same period in fiscal 2024. We paid $902 million for purchases of common stock for treasury in the nine-month

period ended February 23, 2025, compared to $1,602 million in the same period in fiscal 2024. We had $1,397 million of net debt

issuances in the nine-month period ended February 23, 2025, compared to $754 million of net debt issuances in the same period a year

ago. In addition, we paid $1,008 million of dividends in the nine-month period ended February 23, 2025, compared to $1,028 million

in the same period last year.

As of February 23, 2025, we had $404 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 by our foreign subsidiaries without such funds being subject to further U.S. income tax

liability. Earnings prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested in those jurisdictions.

32

The following table details the fee-paid committed and uncommitted credit lines we had available as of February 23, 2025:

In Billions

Facility

Amount

Borrowed

Amount

Committed credit facility expiring October 2029

$

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 of our long-term debt agreements, our credit facilities, and our noncontrolling interests contain restrictive covenants. As of

February 23, 2025, we were in compliance with all of these covenants.

We have $1,941 million of long-term debt maturing in the next 12 months that is classified as current, including $800 million of 4.0

percent fixed-rate notes due April 17, 2025, €500 million of 0.125 percent fixed-rate notes due November 15, 2025, and €600 million

of 0.45 percent fixed-rate notes due January 15, 2026. We believe that cash flows from operations, together with available short- and

long-term debt financing, will be adequate to meet our liquidity and capital needs for at least the next 12 months.

The third-party holder of the General Mills Cereals, LLC (GMC) Class A Interests receives quarterly preferred distributions from

available net income based on the application of a floating preferred return rate to the holder's capital account balance established in

the most recent mark-to-market valuation (currently $252 million). On June 1, 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.

We have an option to purchase the Class A Interests for consideration equal to the then current capital account value, plus any unpaid

preferred return and the prescribed make-whole amount. If we purchase these interests, any change in the third-party holder's capital

account from its original value will be charged directly to retained earnings and will increase or decrease the net earnings used to

calculate EPS in that period.

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 refer to Note 1 to the Consolidated Financial

Statements in Part I, Item 1 of this report for additional information.

Our critical accounting estimates are those that have meaningful impact on the reporting of our financial condition and results of

operations. These estimates include our accounting for revenue recognition, valuation of long-lived assets, intangible assets, income

taxes, and defined benefit pension, other postretirement benefit, and postemployment benefit plans. The assumptions and

methodologies used in the determination of those estimates as of February 23, 2025, are the same as those described in 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 on the first day of the second quarter of

fiscal 2025, and we determined there was no impairment of our intangible assets as their related fair values were substantially in

excess of the carrying values, except for the

Uncle Toby's

brand intangible asset. In addition, while having significant coverage as of

our fiscal 2025 assessment date, the

Progresso

,

Nudges, True Chews, and Kitano

brand intangible assets had risk of decreasing

coverage. We will continue to monitor these businesses for potential impairment.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In November 2024, the Financial Accounting Standards Board (FASB ) issued Accounting Standards Update (ASU) 2024-03 requiring

additional income statement disclosures. The ASU requires the disaggregation of specific categories of expenses underlying the line

items presented on the income statement. Additionally, the ASU requires enhanced disclosure of selling expenses. The requirements

of the ASU are effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after

December 15, 2027. For us, annual reporting requirements will be effective for our fiscal 2028 Form 10-K and interim reporting

requirements will be effective beginning with our first quarter of fiscal 2029. 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.

33

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 to

such risks; governance and management of such risks; and material greenhouse gas (GHG) emissions from operations owned or

controlled (Scope 1) and/or indirect emissions from purchased energy consumed in 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

to certain materiality thresholds. The SEC has issued a stay on the final rules due to litigation and the effective date is delayed

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

In December 2023, the FASB issued ASU 2023-09 requiring enhanced income tax disclosures. The ASU requires disclosure of

specific categories and disaggregation of information in 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 or

benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU are effective for annual periods

beginning after December 15, 2024, which for us is fiscal 2026. Early adoption is permitted and the amendments should be applied on

a prospective basis. Retrospective application is permitted. We are in the process of analyzing the impact of the ASU on our related

disclosures.

In November 2023, the FASB issued ASU 2023-07 requiring enhanced segment disclosures. The ASU requires disclosure of

significant segment expenses regularly provided to the chief operating decision maker (CODM) included within segment operating

profit or loss. Additionally, the ASU requires a description of how the CODM utilizes segment operating profit or loss to assess

segment performance. The requirements of the ASU are effective for annual periods beginning after December 15, 2023, and interim

periods within fiscal years beginning after December 15, 2024. For us, annual reporting requirements will be effective for our fiscal

2025 Form 10-K and interim reporting requirements will be effective beginning with our first quarter of fiscal 2026. Early adoption is

permitted and retrospective application is required for all periods presented. We are in the process of analyzing the impact of the ASU

on our related disclosures.

NON-GAAP MEASURES

We have included in this report measures of financial performance that are not defined by GAAP. We believe that these measures

provide useful information to investors, and include these measures in other communications to investors.

For each of these non-GAAP financial measures, we are providing below a reconciliation of the differences between the non-GAAP

measure and the most directly comparable GAAP measure, an explanation of why we believe the non-GAAP measure provides useful

information to investors, and any additional material purposes for which our management or Board of Directors uses the non-GAAP

measure. These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measure.

Significant Items Impacting Comparability

Several measures below are presented on an adjusted basis. The adjustments are either items resulting from infrequently occurring

events or items that, in management's judgment, significantly affect the year-to-year assessment of operating results.

The following are descriptions of significant items impacting comparability of our results.

Divestiture gain

Divestiture gain related to the sale of our Canada yogurt business in fiscal 2025. Please refer to Note 2 to the Consolidated Financial

Statements in Part I, Item 1 of this report.

Transaction costs

Fiscal 2025 transaction costs related to the definitive agreements to sell our North American yogurt businesses and the Whitebridge

Pet Brands acquisition. Immaterial transaction costs incurred in fiscal 2024. Please refer to Note 2 to the Consolidated Financial

Statements in Part I, Item 1 of this report.

Mark-to-market effects

Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please refer to Note 6 to the

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

Acquisition integration costs

Integration costs related to the Whitebridge Pet Brands acquisition and the acquisition of a pet food business in Europe recorded in

fiscal 2025. In addition, integration costs primarily resulting from the acquisition of TNT Crust recorded in fiscal 2024. Please refer to

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

34

Investment activity, net

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

Restructuring (recoveries) charges and project-related costs

Restructuring (recoveries) charges and project-related costs related to previously announced restructuring actions recorded in fiscal

2025 and fiscal 2024. Please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report.

Goodwill impairment

Non-cash goodwill impairment charge related to our Latin America reporting unit in fiscal 2024. Please refer to Note 4 to the

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

Product recall, net

Costs related to the fiscal 2023 voluntary recall of certain international

Häagen-Dazs

ice cream products, net of recoveries.

CPW asset impairment

Our share of impairment charges related to certain long-lived assets recorded in fiscal 2025.

Organic Net Sales Growth Rates

We provide organic net sales growth rates for our consolidated net sales and segment net sales. This measure is used in reporting to

our Board of Directors and executive management and as a component of the measurement of our performance for incentive

compensation purposes. We believe that organic net sales growth rates provide useful information to investors because they provide

transparency to underlying performance in our net sales by excluding the effect that foreign currency exchange rate fluctuations,

acquisitions, divestitures, and a 53

rd

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.

35

Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating Profit Margin)

We believe this measure provides useful information to investors because it is important for assessing our operating profit margin on a

comparable basis.

Our adjusted operating profit margins are calculated as follows:

Quarter Ended

Feb. 23, 2025

Feb. 25, 2024

In Millions

Value

Percent of

Net Sales

Value

Percent of

Net Sales

Operating profit as reported

$

891.4

18.4

%

$

910.7

17.9

%

Divestiture gain

(95.9)

(2.0)

%

-

-

%

Transaction costs

24.0

0.5

%

-

-

%

Mark-to-market effects

(23.2)

(0.5)

%

25.7

0.5

%

Acquisition integration costs

3.3

0.1

%

-

-

%

Investment activity, net

1.7

-

%

2.7

0.1

%

Restructuring (recoveries) charges

(0.6)

-

%

5.9

0.1

%

Project-related costs

0.2

-

%

0.5

-

%

Product recall, net

-

-

%

(31.1)

(0.6)

%

Adjusted operating profit

$

800.8

16.5

%

$

914.5

17.9

%

Nine-Month Period Ended

Feb. 23, 2025

Feb. 25, 2024

In Millions

Value

Percent of

Net Sales

Value

Percent of

Net Sales

Operating profit as reported

$

2,800.8

18.8

%

$

2,652.5

17.5

%

Divestiture gain

(95.9)

(0.6)

%

-

-

%

Transaction costs

32.9

0.2

%

0.6

-

%

Mark-to-market effects

(23.8)

(0.2)

%

5.9

-

%

Acquisition integration costs

7.2

-

%

0.2

-

%

Investment activity, net

4.9

-

%

25.2

0.2

%

Restructuring charges

3.6

-

%

30.5

0.2

%

Project-related costs

0.4

-

%

1.6

-

%

Goodwill impairment

-

-

%

117.1

0.8

%

Product recall, net

-

-

%

(30.7)

(0.2)

%

Adjusted operating profit

$

2,730.1

18.3

%

$

2,802.9

18.5

%

Note: Tables may not foot due to rounding.

For more information on the reconciling items, see the Significant Items Impacting Comparability section above.

36

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. We believe that this measure provides useful information to investors because it is

the operating profit measure we use to evaluate operating profit performance on a comparable year-to-year basis. Additionally, the

measure is evaluated on a constant-currency basis by excluding the effect that foreign currency exchange rate fluctuations have on

year-to-year comparability given the volatility in foreign currency exchange rates.

Our adjusted operating profit growth on a constant-currency basis is calculated as follows:

Quarter Ended

Nine-Month Period Ended

Feb. 23, 2025

Feb. 25, 2024

Change

Feb. 23, 2025

Feb. 25, 2024

Change

Operating profit as reported

$

891.4

$

910.7

(2)

%

$

2,800.8

$

2,652.5

6

%

Divestiture gain

(95.9)

-

(95.9)

-

Transaction costs

24.0

-

32.9

0.6

Mark-to-market effects

(23.2)

25.7

(23.8)

5.9

Acquisition integration costs

3.3

-

7.2

0.2

Investment activity, net

1.7

2.7

4.9

25.2

Restructuring (recoveries) charges

(0.6)

5.9

3.6

30.5

Project-related costs

0.2

0.5

0.4

1.6

Goodwill impairment

-

-

-

117.1

Product recall, net

-

(31.1)

-

(30.7)

Adjusted operating profit

$

800.8

$

914.5

(12)

%

$

2,730.1

$

2,802.9

(3)

%

Foreign currency exchange impact

Flat

Flat

Adjusted operating profit growth,

on a constant-currency basis

(13)

%

(3)

%

Note: Table may not foot due to rounding.

For more information on the reconciling items, see 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

Nine-Month Period Ended

Per Share Data

Feb. 23, 2025

Feb. 25, 2024

Change

Feb. 23, 2025

Feb. 25, 2024

Change

Diluted earnings per share, as reported

$

1.12

$

1.17

(4)

%

$

3.57

$

3.33

7

%

Divestiture gain

(0.15)

-

(0.15)

-

Transaction costs

0.03

-

0.04

-

Mark-to-market effects

(0.03)

0.04

(0.03)

0.01

Acquisition integration costs

-

-

0.01

-

Investment activity, net

0.01

-

0.01

0.03

CPW asset impairment

0.01

-

0.01

-

Restructuring charges

-

0.01

0.01

0.04

Goodwill impairment

-

-

-

0.14

Product recall, net

-

(0.04)

-

(0.04)

Adjusted diluted earnings per share

$

1.00

$

1.17

(15)

%

$

3.47

$

3.51

(1)

%

Foreign currency exchange impact

1

pt

Flat

Adjusted diluted earnings per share

growth, on a constant-currency basis

(15)

%

(1)

%

Note: Table may not foot due to rounding.

For more information on the reconciling items, see the Significant Items Impacting Comparability section above.

37

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

We believe that this measure provides useful information to investors because it provides transparency to underlying performance of

our joint ventures by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given

volatility in foreign currency exchange markets.

After-tax earnings from joint ventures growth 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 Feb. 23, 2025

(20)

%

(4)

pts

(16)

%

Nine-Month Period Ended Feb. 23, 2025

(3)

%

(2)

pts

(1)

%

Note: Table may not foot due to rounding.

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

We believe that this measure of our Canada operating unit net sales provides useful information to investors because it provides

transparency to the underlying performance for the Canada operating unit within our North America Retail segment by excluding the

effect that foreign currency exchange rate fluctuations have on year-to-year comparability given volatility in foreign currency

exchange markets.

Net sales growth 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 Feb. 23, 2025

(19)

%

(5)

pts

(14)

%

Nine-Month Period Ended Feb. 23, 2025

(7)

%

(3)

pts

(4)

%

Note: Table may not foot due to rounding.

Constant-currency Segment Operating Profit Growth Rates

We believe that this measure provides useful information to investors because it provides transparency to underlying performance of

our segments by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given

volatility in foreign currency exchange markets.

38

Our segments' operating profit growth rates on a constant-currency basis are calculated as follows:

Quarter Ended Feb. 23, 2025

Percentage Change in

Operating Profit

as Reported

Impact of Foreign

Currency

Exchange

Percentage Change in Operating

Profit on Constant-Currency

Basis

North America Retail

(14)

%

Flat

(14)

%

International

(1)

%

19

pts

(20)

%

North America Pet

(20)

%

Flat

(20)

%

North America Foodservice

1

%

Flat

1

%

Nine-Month Period Ended Feb. 23, 2025

Percentage Change in

Operating Profit

as Reported

Impact of Foreign

Currency

Exchange

Percentage Change in Operating

Profit on Constant-Currency

Basis

North America Retail

(6)

%

Flat

(6)

%

International

(39)

%

11

pts

(50)

%

North America Pet

6

%

Flat

6

%

North America Foodservice

15

%

Flat

15

%

Note: Tables may not foot due to rounding.

Adjusted Effective Income Tax Rates

We believe this measure provides useful information to investors because it presents the adjusted effective income tax rate on a

comparable year-to-year basis.

Adjusted effective income tax rates are calculated as follows:

Quarter Ended

Nine-Month Period Ended

Feb. 23, 2025

Feb. 25, 2024

Feb. 23, 2025

Feb. 25, 2024

In Millions

(Except Per Share Data)

Pretax

Earnings

(a)

Income

Taxes

Pretax

Earnings

(a)

Income

Taxes

Pretax

Earnings

(a)

Income

Taxes

Pretax

Earnings

(a)

Income

Taxes

As reported

$

769.0

$

152.4

$

807.6

$

149.3

$

2,457.9

$

504.6

$

2,351.7

$

458.5

Divestiture gain

(95.9)

(11.1)

-

-

(95.9)

(11.1)

-

-

Transaction costs

24.0

5.6

-

-

32.9

7.6

0.6

-

Mark-to-market effects

(23.2)

(5.4)

25.7

6.0

(23.8)

(5.5)

5.9

1.4

Acquisition integration costs

3.3

0.7

-

-

7.2

1.6

0.2

0.1

Investment activity, net

1.7

0.4

2.7

2.2

4.9

1.1

25.2

7.4

Restructuring (recoveries) charges

(0.6)

(0.1)

5.9

(1.2)

3.6

0.9

30.5

8.0

Project-related costs

0.2

-

0.5

0.1

0.4

0.1

1.6

0.5

Goodwill impairment

-

-

-

-

-

-

117.1

34.7

Product recall, net

-

-

(31.1)

(7.2)

-

-

(30.7)

(7.1)

As adjusted

$

678.4

$

142.5

$

811.3

$

149.4

$

2,387.2

$

499.4

$

2,502.1

$

503.6

Effective tax rate:

As reported

19.8%

18.5%

20.5%

19.5%

As adjusted

21.0%

18.4%

20.9%

20.1%

Sum of adjustments to income taxes

$

(9.9)

$

0.1

$

(5.2)

$

45.1

Average number of common

shares - diluted EPS

555.0

572.8

559.8

582.5

Impact of income tax adjustments

on adjusted diluted EPS

$

0.02

$

-

$

0.01

$

(0.08)

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 see the Significant Items Impacting Comparability section above.

39

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 in effect for the comparable prior-year period. To present this information, current period results for entities reporting in

currencies other than United States dollars are translated into United States dollars at the average exchange rates in effect during the

corresponding period of the prior fiscal year, rather than the actual average exchange rates in effect during the current fiscal year.

Therefore, the foreign currency impact is equal to current year results in local currencies multiplied by the change in the average

foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year.

Core working capital.

Accounts receivable plus inventories less accounts payable.

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 if the hedging relationship is highly effective, and only prospectively from the date a hedging relationship is 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.

40

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 of a position or an agreed upon amount in a derivative contract on which the value of 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 53

rd

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).

A company-wide capability focused on generating sustainable benefits from net price

realization and mix by identifying and executing against specific opportunities to apply tools including pricing, sizing, mix

management, and promotion optimization across each of our businesses.

Supply chain input costs.

Costs incurred to produce and deliver product, including costs for ingredients and conversion, inventory

management, logistics, and warehousing.

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.

41

CAUTIONARY STATEMENT RELEVANT TO FORWARD -LOOKING INFORMATION FOR THE PURPOSE OF "SAFE

HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report contains or incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation

Reform Act of 1995 that are based on our current expectations and assumptions. We also may make written or oral forward-looking

statements, including statements contained in our filings with the Securities and Exchange Commission and in our reports to

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 be affected by a variety of factors, such as: imposed and threatened tariffs by the United States and its trading

partners; disruptions or inefficiencies in the supply chain; competitive dynamics in the consumer foods industry and the markets for

our products, including new product introductions, advertising activities, pricing actions, and promotional activities of our

competitors; economic conditions, including changes in inflation rates, interest rates, tax rates, tariffs, or the availability of capital;

product development and innovation; consumer acceptance of new products and product improvements; consumer reaction to pricing

actions and changes in promotion levels; acquisitions or dispositions of businesses or assets; changes in capital structure; changes in

the legal and regulatory environment, including tax legislation, imposition of tariffs, 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 in consumer demand for our products; effectiveness of advertising,

marketing, and promotional programs; changes in consumer behavior, trends, and preferences, including weight loss trends; consumer

perception of health-related issues, including obesity; consolidation in the retail environment; changes in purchasing and inventory

levels of significant customers; fluctuations in the cost and availability of supply chain resources, including raw materials, packaging,

energy, and transportation; effectiveness of restructuring and cost saving initiatives; volatility in the market value of derivatives used

to manage price risk for certain commodities; benefit plan expenses due to changes in plan asset values and discount rates used to

determine plan liabilities; failure or breach of our information technology systems; foreign economic conditions, including currency

rate fluctuations and tariffs; 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 a one-day loss in fair value for our interest rate, foreign exchange,

commodity, and equity market-risk-sensitive instruments outstanding as of February 23, 2025, was as follows:

In Millions

One-day Risk

of Loss

Change During

Nine-Month

Period Ended

Feb. 23, 2025

Analysis of Change

Interest rate instruments

$

43

$

(11)

Decrease in interest rates

Foreign currency instruments

39

9

Increase in portfolio basis

Commodity instruments

4

(1)

Immaterial

Equity instruments

2

-

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.

42

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 of the design and operation of our disclosure controls and procedures (as defined in Rule

13a-15(e) under the Securities Exchange Act of 1934). Based on our evaluation, our Chief Executive Officer and Chief Financial

Officer have concluded that, as of February 23, 2025, 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 in 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 February 23, 2025, 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 to shares of our common stock that we purchased during the quarter ended

February 23, 2025:

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)

November 25, 2024 -

December 29, 2024

1,910,552

$

66.25

1,910,552

45,034,753

December 30, 2024 -

January 26, 2025

2,254,605

61.24

2,254,605

42,780,148

January 27, 2025 -

February 23, 2025

644,987

61.64

644,987

42,135,161

Total

4,810,144

$

63.28

4,810,144

42,135,161

(a) The total number of shares purchased includes shares of common stock withheld for the payment of withholding taxes upon the distribution of

deferred option units.

(b) On June 27, 2022, our Board of Directors approved 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 an

expiration date for the authorization.

Item 5. Other Information.

During the fiscal quarter ended February 23, 2025, no director or officer of the Company

adopted

or

terminated

a "Rule 10b5-1

trading arrangement" or "

non-Rule

10b5-1

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

43

PART II. OTHER INFORMATION

Item 6.

Exhibits.

31.1

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

31.2

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

32.1

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

32.2

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

101

Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended February 23,

2025, formatted in Inline Extensible Business Reporting Language: (i) Consolidated Statements of Earnings; (ii)

Consolidated Statements of 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.

44

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned thereunto duly authorized.

GENERAL MILLS, INC.

(Registrant)

Date: March 19, 2025

/s/ Mark A. Pallot

Mark A. Pallot

Vice President, Chief Accounting Officer

(Principal Accounting Officer and Duly Authorized Officer)