General Mills Inc: Form 10-K for the period ended May 25, 2025

COMPANY OVERVIEW

For more than 150 years, General Mills has been making food the world loves.

We

are a leading global manufacturer and marketer of

branded consumer foods with more than 100 brands in 100 countries across six continents. In addition to our consolidated operations,

we have 50 percent interests in two strategic joint ventures that manufacture and market food products sold in approximately 130

countries worldwide.

We

manage and review the financial results of our business under four operating segments: North America Retail; International; North

America Pet; and North America Foodservice. See Management’s Discussion and Analysis of Financial Condition and Results of

Operations (MD&A) in Item 7 of this report for a description of our segments.

We

offer a variety of human and pet food products that provide great taste, nutrition, convenience, and value for consumers around the

world. Our business is focused on the following large, global categories:

snacks, including grain, fruit and savory snacks, nutrition bars, and frozen hot snacks;

ready-to-eat cereal;

convenient meals, including meal kits, ethnic meals, pizza, soup, side dish mixes, frozen breakfast, and frozen entrees;

wholesome natural pet food;

refrigerated and frozen dough;

baking mixes and ingredients;

yogurt; and

super-premium ice cream.

Our Cereal Partners Worldwide (CPW) joint venture with Nestlé S.A. (Nestlé) competes in the ready-to-eat cereal category in markets

outside North America, and our Häagen-Dazs Japan, Inc. (HDJ) joint venture competes in the super-premium ice cream category in

Japan. For net sales contributed by each class of similar products, please see Note 17 to the Consolidated Financial Statements in Item

8 of this report.

The terms “General Mills,” “Company,” “registrant,” “we,” “us,” and “our” mean General Mills, Inc. and all subsidiaries included in

the Consolidated Financial Statements in Item 8 of this report unless the context indicates otherwise.

Certain terms used throughout this report are defined in a glossary in Item 8 of this report.

Customers

Our primary customers are grocery stores, mass merchandisers, membership stores, natural food chains, drug, dollar and discount

chains, e-commerce retailers, commercial and noncommercial foodservice distributors and operators, restaurants, convenience stores,

and pet specialty stores. We generally sell to these customers through our direct sales force. We use broker and distribution

arrangements for certain products and to serve certain types of customers and certain markets. For further information on our customer

credit and product return practices, please refer to Note 2 to the Consolidated Financial Statements in Item 8 of this report. During

fiscal 2025, Walmart Inc. and its affiliates (Walmart) accounted for 22 percent of our consolidated net sales and 31 percent of net sales

of our North America Retail segment. No other customer accounted for 10 percent or more of our consolidated net sales. For further

information on significant customers, please refer to Note 8 to the Consolidated Financial Statements in Item 8 of this report.

Competition

The human and pet food categories are highly competitive, with numerous manufacturers of varying sizes in the United States and

throughout the world. The categories in which we participate also are very competitive. Our principal competitors in these categories

are manufacturers, as well as retailers with their own branded products. Competitors market and sell their products through brick-and-

mortar stores and e-commerce. All our principal competitors have substantial financial, marketing, and other resources. Competition

in our product categories is based on product innovation, product quality, price, brand recognition and loyalty, effectiveness of

marketing, promotional activity, convenient ordering and delivery to the consumer, and the ability to identify and satisfy consumer

preferences. Our principal strategies for competing in each of our segments include unique consumer insights, effective customer

relationships, superior product quality, innovative advertising, product promotion, product innovation aligned with consumers’ needs,

an efficient supply chain, and price. In most product categories, we compete not only with other widely advertised, branded products,

but also with regional brands and with generic and private label products that are generally sold at lower prices. Internationally, we

compete with both multi-national and local manufacturers, and each country includes a unique group of competitors.

Raw materials, ingredients, and packaging

The principal raw materials that we use are grains (wheat, oats, and corn), dairy products, meat, vegetable oils, sugar, vegetables,

fruits, nuts, and other agricultural products. We also use substantial quantities of carton board, corrugated, plastic, and metal

packaging materials, operating supplies, and energy. Most of these inputs for our domestic and Canadian operations are purchased

from suppliers in the United States. In our other international operations, inputs that are not locally available in adequate supply may

be imported from other countries. The cost of these inputs may fluctuate widely due to external conditions such as weather, climate

change, product scarcity, limited sources of supply, commodity market fluctuations, currency fluctuations, trade tariffs, pandemics,

war, and changes in governmental agricultural and energy policies and regulations. We believe that we will be able to obtain an

adequate supply of needed inputs. Occasionally and where possible, we make advance purchases of items significant to our business

to ensure continuity of operations. Our objective is to procure materials meeting both our quality standards and our production needs

at price levels that allow a targeted profit margin. Since these inputs generally represent the largest variable cost in manufacturing our

products, to the extent possible, we often manage the risk associated with adverse price movements for some inputs using a variety of

risk management strategies. We also have a grain merchandising operation that provides us efficient access to, and more informed

knowledge of, various commodity markets, principally wheat and oats. This operation holds physical inventories that are carried at net

realizable value and uses derivatives to manage its net inventory position and minimize its market exposures.

TRADEMARKS AND PATENTS

Our products are marketed under a variety of valuable trademarks. Some of the more important trademarks used in our global

operations (set forth in italics in this report) include

Annie’s

Betty Crocker

Bisquick

Blue Buffalo

Bugles

Cascadian

Farm

Cheerios

Chex

Cinnamon Toast Crunch

Cocoa Puffs

Cookie Crisp

Dunkaroos, Edgard & Cooper,

Fiber One

Fruit by the Foot

Fruit Gushers

Fruit Roll-Ups

Gardetto’s

Gold Medal

Golden Grahams

Häagen-Dazs

Kitano

Kix

Lärabar

Latina

Lucky

Charms

Muir Glen

Nature Valley

Nudges, Oatmeal Crisp

Old El Paso

Pillsbury

Progresso

Tastefuls

Tiki Pets

Total , Totino’s

Trix

True Chews, True Solutions, Wanchai Ferry

Wheaties

Wilderness

, and

Yoki

. We protect these trademarks as appropriate

through registrations in the United States and other jurisdictions. Depending on the jurisdiction, trademarks are generally valid as long

as they are in use or their registrations are properly maintained and they have not been found to have become generic. Registrations of

trademarks can also generally be renewed indefinitely for as long as the trademarks are in use.

Some of our products are marketed under or in combination with trademarks that have been licensed from others for both long-

standing products (e.g.,

Reese’s Puffs

for cereal,

Green Giant

for vegetables in certain countries, and

Yoplait

and related brands for

fresh dairy in the United States), and shorter term promotional products (e.g., fruit snacks sold under various third party equities).

Our cereal trademarks are licensed to CPW and may be used in association with the

Nestlé

trademark. Nestlé licenses certain of its

trademarks to CPW, including the

Nestlé

and

Uncle Toby’s

trademarks. The

Häagen-Dazs

trademark is licensed royalty-free and

exclusively to Nestlé and authorized sublicensees for ice cream and other frozen dessert products in the United States and Canada.

The

Häagen-Dazs

trademark is also licensed to HDJ in Japan. The

Pillsbury

brand and the

Pillsbury Doughboy

character are subject

to an exclusive, royalty-free license that was granted to a third party and its successors in the shelf-stable baking categories in the

United States and under limited circumstances in Canada and Mexico.

We continue our focus on developing and marketing innovative, proprietary products, many of which use proprietary expertise,

recipes and formulations, and are patent protected. We consider the collective rights under our various patents, which expire from time

to time, a valuable asset, but we do not believe that our businesses are materially dependent upon any single patent or group of related

patents.

SEASONALITY

In general, demand for our products is evenly balanced throughout the year. However, within our North America Retail segment

demand for refrigerated dough, frozen baked goods, and baking products is stronger in the fourth calendar quarter. Demand for

Progresso

soup is higher during the fall and winter months. Within our International segment, demand for

Häagen-Dazs

ice cream is

higher during the summer months and demand for baking mix increases during winter months. Due to the offsetting impact of these

demand trends, as well as the different seasons in the northern and southern hemispheres, our International segment’s net sales are

generally evenly balanced throughout the year.

QUALITY AND SAFETY REGULATION

The manufacture and sale of human and pet food products is highly regulated. In the United States, our activities are subject to

regulation by various federal government agencies, including the Food and Drug Administration, Department of Agriculture, Federal

Trade Commission, Department of Commerce, Occupational Safety and Health Administration, and Environmental Protection

Agency, as well as various federal, state, and local agencies relating to the production, packaging, labelling, marketing, storage,

distribution, quality, and safety of food and pet products and the health and safety of our employees. Our business is also regulated by

similar agencies outside of the United States.

ENVIRONMENTAL MATTERS

As of May 25, 2025, we were involved with two response actions associated with the alleged or threatened release of hazardous

substances or wastes located in Minneapolis, Minnesota and Moonachie, New Jersey.

Our operations are subject to the Clean Air Act, Clean Water Act, Resource Conservation and Recovery Act, Comprehensive

Environmental Response, Compensation, and Liability Act, and the Federal Insecticide, Fungicide, and Rodenticide Act, and all

similar state, local, and foreign environmental laws and regulations applicable to the jurisdictions in which we operate.

Based on current facts and circumstances, we believe that neither the results of our environmental proceedings nor our compliance in

general with environmental laws or regulations will have a material adverse effect upon our capital expenditures, earnings, or

competitive position.

HUMAN CAPITAL MANAGEMENT

Recruiting, developing, engaging, and protecting our workforce is critical to executing our strategy and achieving business success. As

of May 25, 2025, we had approximately 33,000 employees around the globe, with approximately 17,000 in the U.S. and

approximately 16,000 located in our markets outside of the U.S. Our workforce is divided between approximately 13,000 employees

dedicated to the production of our products and approximately 20, 000 non-production employees.

The efficient production of high-quality products and successful execution of our strategy requires a talented, skilled, and engaged

team of employees. We work to equip our employees with critical skills and expand their contributions over time by providing a range

of training and career development opportunities, including hands-on experiences via challenging work assignments and job rotations,

coaching and mentoring opportunities, and training programs. To foster employee engagement and commitment, we follow a robust

process to listen to employees, take action, and measure our progress with on-going employee conversations, transparent

communications, and employee engagement surveys.

We believe that fostering a culture of belonging is the right thing to do for our employees and business. It strengthens our ability to

recruit talent and provides all of our employees with an environment where they have an opportunity to thrive and succeed. Champion

Belonging – a Company value – helps bring to life our culture of belonging through respecting and including all voices, ideas, and

perspectives. We embed our culture of belonging into our day-to-day ways of working through a number of programs to foster

discussion, build empathy, and increase understanding.

We are committed to maintaining a safe and secure workplace for our employees. We set specific safety standards to identify and

manage critical risks. We use global safety management systems and employee training to ensure consistent implementation of safety

protocols and accurate measurement and tracking of incidents. To provide a safe and secure working environment for our employees,

we prohibit workplace discrimination, and we do not tolerate abusive conduct or harassment. Our attention to the health and safety of

our workforce extends to the workers and communities in our supply chain. We believe that respect for human rights is fundamental to

our strategy and to our commitment to ethical business conduct.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The section below provides information regarding our executive officers as of June 25, 2025.

Kofi A. Bruce

, age 55, is Chief Financial Officer. Mr. Bruce joined General Mills in 2009 as Vice President, Treasurer after serving in

a variety of senior management positions with Ecolab and Ford Motor Company. He served as Treasurer until 2010 when he was

named Vice President, Finance for Yoplait. Mr. Bruce reassumed his role as Vice President, Treasurer from 2012 until 2014 when he

was named Vice President, Finance for Convenience Stores & Foodservice. He was named Vice President, Controller in 2017, Vice

President, Financial Operations in September 2019, and to his present position in February 2020.

Ricardo Fernandez

age

52, is Segment President, International. Mr. Fernandez joined General Mills in 2000 as an Associate

Marketing Manager and held various marketing roles of increasing responsibility until being named Vice President, Marketing, Frozen

Frontier in 2012, Vice President, CPW Marketing in 2014, President, Latin America in 2016, and President, Morning Foods in

January 2020. He was named to his present position in December 2023.

Paul J. Gallagher

age

57, is Chief Supply Chain Officer. Mr. Gallagher joined General Mills in April 2019 as Vice President, North

America Supply Chain from Diageo plc. He began his career at Diageo where he spent 25 years serving in a variety of leadership roles

in manufacturing, procurement, planning, customer service, and engineering before becoming President, North America Supply from

2013 to March 2019. He was named to his present position in July 2021.

Jeffrey L. Harmening

, age 58, is Chairman of the Board and Chief Executive Officer. Mr. Harmening joined General Mills in 1994

and served in various marketing roles in the Betty Crocker, Yoplait, and Big G cereal divisions. He was named Vice President,

Marketing for CPW in 2003 and Vice President of the Big G cereal division in 2007. In 2011, he was promoted to Senior Vice

President for the Big G cereal division. Mr. Harmening was appointed Senior Vice President, Chief Executive Officer of CPW in

2012. Mr. Harmening returned from CPW in 2014 and was named Executive Vice President, Chief Operating Officer, U.S. Retail. He

became President, Chief Operating Officer in 2016. He was named Chief Executive Officer in 2017 and Chairman of the Board in

2018. Mr. Harmening is a director of The Toro Company.

Elizabeth A. Mascolo

, age 50, is Segment President, North America Pet. Ms. Mascolo joined General Mills in 2002 and held various

marketing roles in Cereals, Meals, and Snacks before serving as Global Marketing Director for CPW from 2014 through 2017. Ms.

Mascolo was named Business Unit Director for Cheerios & Strategic Revenue Management in July 2017; Vice President, Business

Unit Director, Pillsbury, in April 2020; and President, North America Blue Buffalo, in February 2023. She was named to her present

position in March 2025.

Dana M. McNabb

age 49,

is Group President, North America Retail and North America Pet. Ms. McNabb joined General Mills in

1999 and held a variety of marketing roles in Cereal, Snacks, Meals, and New Products before becoming Vice President, Marketing

for CPW in 2011 and Vice President, Marketing for the Circle of Champions Business Unit in 2015. She became President, U.S.

Cereal Operating Unit in 2016, Group President, Europe & Australia in January 2020, Chief Strategy & Growth Officer in July 2021,

Group President, North America Retail in January 2024, and was named to her present position in June 2025.

Jaime Montemayor

, age 61, is Chief Digital and Technology Officer. He spent 21 years at PepsiCo, Inc., serving in roles of

increasing responsibility, including most recently as Senior Vice President and Chief Information Officer of PepsiCo’s Americas

Foods segment from 2013 to 2015, and Senior Vice President and Chief Information Officer, Digital Innovation, Data and Analytics,

PepsiCo from 2015 to 2016. Mr. Montemayor served as Chief Technology Officer of 7-Eleven Inc. in 2017. He assumed his present

role in February 2020 after founding and operating a digital technology consulting company from 2017 until January 2020.

Jon J. Nudi

, age 55, was Group President, North America Pet, International, and North America Foodservice from January 2024

through his retirement in June 2025. Mr. Nudi joined General Mills in 1993 as a Sales Representative and held a variety of roles in

Consumer Foods Sales. In 2005, he moved into marketing roles in the Meals division and was elected Vice President in 2007. Mr.

Nudi was named Vice President; President, Snacks, in 2010, Senior Vice President; President, Europe/Australasia in 2014, Senior

Vice President; President, U.S. Retail in 2016 and Group President, North America Retail in 2017.

Mark A. Pallot

age 52, is Vice President, Chief Accounting Officer. Mr. Pallot joined General Mills in 2007 and served as

Director,

Financial Reporting until 2017, when he was named Vice President, Assistant Controller. He was elected to his present position in

February 2020. Prior to joining General Mills, Mr. Pallot held accounting and financial reporting positions at Residential Capital,

LLC, Metris, Inc., CIT Group Inc., and Ernst & Young, LLP.

Asheesh Saksena

, age 61, is Chief Strategy and Growth Officer. Mr. Saksena joined General Mills in August 2024. Prior to joining

General Mills, Mr. Saksena served as Chief Growth Officer at Gap Inc. from January 2021 to March 2023. He served as Senior

Advisor to the Chief Executive Officer of Best Buy Co., Inc. from August 2020 to November 2020; President, Best Buy Health, Best

Buy Co., Inc. from 2018 to August 2020; Chief Strategic Growth Officer, Best Buy Co., Inc. from 2016 to 2018; and Executive Vice

President, Chief Strategy Officer, Cox Communications, a wholly owned subsidiary of Cox Enterprises, Inc., from 2011 to 2016.

Lanette Shaffer Werner

, age 54, is Chief Innovation, Technical and Quality Officer. Ms. Shaffer Werner joined General Mills in 1995

and held various R&D roles in Frozen Desserts, Pillsbury, and Baking before serving as Director of One Global Dairy and Sr. Director

for One Global Cereal. In July 2021, Ms. Shaffer Werner was named as Vice President, Innovation, Technical and Quality, U.S. Meals

& Baking Solutions. She was named to her present position in June 2023.

Pankaj Sharma

age 52, is Segment President, North America Foodservice. Mr. Sharma joined General Mills in 2014 and served as a

Marketing Director until 2017, when he was named Vice President, Marketing, Europe & Australia. He was promoted to President,

U.S. Yogurt in May 2018 and President, U.S. Meals & Baking Solutions in July 2019. He was named to his present position in

February 2024.

Karen Wilson Thissen

, age 58, is General Counsel and Secretary. Ms. Wilson Thissen joined General Mills in June 2022. Prior to

joining General Mills, she spent 17 years at Ameriprise Financial, Inc., serving in roles of increasing responsibility, including most

recently as Executive Vice President and General Counsel from 2017 to June 2022, and Executive Vice President and Deputy General

Counsel from 2014 to 2017. Before joining Ameriprise Financial, Inc., she was a partner at the law firm of Faegre Drinker (formerly

Faegre & Benson LLP).

Jacqueline Williams-Roll

, age 56, is Chief Human Resources Officer. In this capacity, she also has responsibility for Corporate

Communications. Ms. Williams-Roll joined General Mills in 1995. She held human resources leadership roles in Supply Chain,

Finance, Marketing, and Organization Effectiveness and worked a large part of her career on businesses outside of the United States.

She was named Vice President, Human Resources, International in 2010, and then promoted to Senior Vice President, Human

Resources Operations in 2013. She was named to her present position in 2014. Prior to joining General Mills, she held sales and

management roles with Jenny Craig International.

WEBSITE ACCESS

Our website is https://www.generalmills.com.

We make available, free of charge in the “Investors” portion of this website, annual

reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or

furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (1934 Act) as soon as reasonably practicable after

we electronically file such material with, or furnish it to, the Securities and Exchange Commission (SEC). All such filings are

available on the SEC’s website at https://www.sec.gov. Reports of beneficial ownership filed pursuant to Section 16(a) of the 1934

Act are also available on our website.

Our business is subject to various risks and uncertainties. Any of the risks described below could materially, adversely affect our

business, financial condition, and results of operations.

Business and Industry Risks

The categories in which we participate are very competitive, and if we are

not able to compete effectively, our results of

operations could be adversely

affected.

The human and pet food categories in which we participate are very competitive. Our principal competitors in these categories are

manufacturers, as well as retailers with their own branded and private label products. Competitors market and sell their products

through brick-and-mortar stores and e-commerce. All of our principal competitors have substantial financial, marketing, and other

resources. In most product categories, we compete not only with other widely advertised branded products, but also with regional

brands and with generic and private label products that are generally sold at lower prices. Competition in our product categories is

based on product innovation, product quality, price, brand recognition and loyalty, effectiveness of marketing, promotional activity,

convenient ordering and delivery to the consumer, and the ability to identify and satisfy consumer preferences. If our large

competitors were to seek an advantage through pricing or promotional changes, we could choose to do the same, which could

adversely affect our margins and profitability. If we did not do the same, our revenues and market share could be adversely affected.

Our market share and revenue growth could also be adversely impacted if we are not successful in introducing innovative products in

response to changing consumer demands or by new product introductions of our competitors. If we are unable to build and sustain

brand equity by offering recognizably superior product quality, we may be unable to maintain premium pricing over generic and

private label products.

We may be unable to maintain our profit margins in the face of a consolidating retail environment.

There has been significant consolidation in the grocery industry, resulting in customers with increased purchasing power. In addition,

large retail customers may seek to use their position to improve their profitability through improved efficiency, lower pricing,

increased reliance on their own brand name products, increased emphasis on generic and other economy brands, and increased

promotional programs. If we are unable to use our scale, marketing expertise, product innovation, knowledge of consumers’ needs,

and category leadership positions to respond to these demands, our profitability and volume growth could be negatively impacted. In

addition, the loss of any large customer could adversely affect our sales and profits. In fiscal 2025, Walmart accounted for 22 percent

of our consolidated net sales and 31 percent of net sales of our North America Retail segment. For more information on significant

customers, please see Note 8 to the Consolidated Financial Statements in Item 8 of this report.

Price changes for the commodities we depend on for raw materials, packaging,

and energy may adversely affect our

profitability.

The principal raw materials that we use are commodities that experience price volatility caused by external conditions such as

weather, climate change, product scarcity, limited sources of supply, commodity market fluctuations, currency fluctuations, trade

tariffs (including recent tariffs imposed or threatened to be imposed by the United States on China, Canada, Mexico, and other

countries and any retaliatory actions taken by such countries), pandemics, war (including sanctions imposed on Russia for its invasion

of Ukraine), and changes in governmental agricultural and energy policies and regulations. Commodity prices have become, and may

continue to be, more volatile. Commodity price changes may result in unexpected increases in raw material, packaging, energy, and

transportation costs. If we are unable to increase productivity to offset these increased costs or increase our prices, we may experience reduced margins and profitability. We do not fully hedge against changes in commodity prices, and the risk management procedures that we do use may not always work as we intend.

Concerns with the safety and quality of our products could cause consumers to

avoid certain products or ingredients.

We could be adversely affected if consumers in our principal markets lose confidence in the safety and quality of certain of our

products or ingredients. Adverse publicity about these types of concerns, whether or not valid, may discourage consumers from

buying our products or cause production and delivery disruptions.

We may be unable to anticipate changes in consumer preferences and trends,

which may result in decreased demand for our

products.

Our success depends in part on our ability to anticipate the tastes, eating habits (including the impact of weight loss drugs), and

purchasing behaviors of consumers and to offer products that appeal to their preferences in channels where they shop. Consumer

preferences and category-level consumption may change from time to time and can be affected by a number of different trends and

other factors. If we fail to anticipate, identify or react to these changes and trends, such as adapting to emerging e-commerce channels,

or to introduce new and improved products on a timely basis, we may experience reduced demand for our products, which would in

turn cause our revenues and profitability to suffer. Similarly, demand for our products could be affected by consumer concerns

regarding the health effects of ingredients such as sodium, genetically modified organisms, sugar and sugar alternatives, color

additives, preservatives, processed wheat and other ingredients, grain-free or legume-rich pet food, or other product ingredients or

attributes.

We may be unable to grow our market share or add products that are in faster

growing and more profitable categories.

The food industry’s growth potential is constrained by population growth. Our success depends in part on our ability to grow our

business faster than populations are growing in the markets that we serve. One way to achieve that growth is to enhance our portfolio

by adding innovative new products in faster growing and more profitable categories. Our future results will also depend on our ability

to increase market share in our existing product categories. If we do not succeed in developing innovative products for new and

existing categories, our growth and profitability could be adversely affected.

Our results may be negatively impacted if consumers do not maintain their favorable perception of our brands.

Maintaining and continually enhancing the value of our many iconic brands is critical to the success of our business. The value of our

brands is based in large part on the degree to which consumers react and respond positively to these brands. Brand value could

diminish significantly due to a number of factors, including consumer perception that we have acted in an irresponsible manner,

adverse publicity about our products, our failure to maintain the quality of our products, concerns or perceptions about the nutrition

profile and health effects of ingredients or substances (including the processing thereof) in our products or packaging, the failure of

our products to deliver consistently positive consumer experiences, concerns about food safety, or our products becoming unavailable

to consumers. Consumer demand for our products may also be impacted by changes in the level of advertising or promotional support.

The use of social and digital media by consumers, us, and third parties increases the speed and extent that information or

misinformation and opinions can be shared. Negative posts or comments about us, our brands, or our products on social or digital

media could seriously damage our brands and reputation. If we do not maintain the favorable perception of our brands, our business

results could be negatively impacted.

Operating Risks

If we are not efficient in our production, our profitability could suffer as a

result of the highly competitive environment in

which we operate.

Our future success and earnings growth depend in part on our ability to be efficient in the production and manufacture of our products

in highly competitive markets. Gaining additional efficiencies may become more difficult over time. Our failure to reduce costs

through productivity gains or by eliminating redundant costs resulting from acquisitions or divestitures could adversely affect our

profitability and weaken our competitive position. Many productivity initiatives involve complex reorganization of manufacturing

facilities and production lines. Such manufacturing realignment may result in the interruption of production, which may negatively

impact product volume and margins. We periodically engage in restructuring, transformation, and cost savings initiatives designed to

increase our efficiency and reduce expenses. If we are unable to execute those initiatives as planned, we may not realize all or any of

the anticipated benefits, which could adversely affect our business and results of operations.

Disruption of our supply chain could adversely affect our business.

Our ability to make, move, and sell products is critical to our success. Damage or disruption to raw material supplies or our

manufacturing or distribution capabilities due to weather, climate change, natural disaster, fire, terrorism, cyber-attack, pandemics,

war, governmental restrictions or mandates, labor shortages, strikes, import/export restrictions, or other factors could impair our

ability to manufacture or sell our products. Many of our product lines are manufactured at a single location or sourced from a single

supplier. The failure of third parties on which we rely, including those third parties who supply our ingredients, packaging, capital

equipment and other necessary operating materials, contract manufacturers, commercial transport, distributors, contractors, and

external business partners, to meet their obligations to us, or significant disruptions in their ability to do so, may negatively impact our

operations. Our suppliers’ policies and practices can damage our reputation and the quality and safety of our products. Disputes with

significant suppliers, including disputes regarding pricing or performance, could adversely affect our ability to supply products to our

customers and could materially and adversely affect our sales, financial condition, and results of operations. Failure to take adequate

steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, particularly

when a product is sourced from a single location or supplier, could adversely affect our business and results of operations, as well as

require additional resources to restore our supply chain.

Short term or sustained increases in consumer demand at our retail customers may exceed our production capacity or otherwise strain

our supply chain. Our failure to meet the demand for our products could adversely affect our business and results of operations.

Our international operations are subject to political and economic risks.

In fiscal 2025, 19 percent of our consolidated net sales were generated outside of the United States. We are accordingly subject to a

number of risks relating to doing business internationally, any of which could significantly harm our business. These risks include:

political and economic instability;

exchange controls and currency exchange rates;

tariffs on products and ingredients that we import and export (including recent tariffs imposed or threatened to be imposed by

the United States on China, Canada, Mexico, and other countries and any retaliatory actions taken by such countries);

political sentiment impacting global trade, including the willingness of consumers outside the United States to purchase from

United States corporations or to purchase products manufactured outside the country of sale;

nationalization or government control of operations;

compliance with anti-corruption regulations;

foreign tax treaties and policies; and

restriction on the transfer of funds to and from foreign countries, including potentially negative tax consequences.

Our financial performance on a U.S. dollar denominated basis is subject to fluctuations in currency exchange rates. These fluctuations

could cause material variations in our results of operations. Our principal exposures are to the Australian dollar, Brazilian real, British

pound sterling, Canadian dollar, Chinese renminbi, euro, Japanese yen, Mexican peso, and Swiss franc. From time to time, we enter

into agreements that are intended to reduce the effects of our exposure to currency fluctuations, but these agreements may not be

effective in significantly reducing our exposure.

A strengthening in the U.S. dollar relative to other currencies in the countries in which we operate would negatively affect our

reported results of operations and financial results due to currency translation losses and currency transaction losses.

Our business operations could be disrupted if our information technology systems fail to perform adequately or are breached.

Information technology serves an important role in the efficient and effective operation of our business. We rely on information

technology networks and systems, including the internet, to process, transmit, and store electronic information to manage a variety of

business processes and to comply with regulatory, legal, and tax requirements. Our information technology systems and infrastructure

are critical to effectively manage our key business processes including digital marketing, order entry and fulfillment, supply chain

management, finance, administration, and other business processes. These technologies enable internal and external communication

among our locations, employees, suppliers, customers, and others and include the receipt and storage of personal information about

our employees, consumers, and proprietary business information. Our information technology systems, some of which are dependent

on services provided by third parties, may be vulnerable to damage, interruption, or shutdown due to any number of causes such as

catastrophic events, natural disasters, fires, power outages, systems failures, telecommunications failures, security breaches, computer

viruses, hackers, employee error or malfeasance, and other causes. Increased cyber-security threats pose a potential risk to the security

and viability of our information technology systems, as well as the confidentiality, integrity, and availability of the data stored on

those systems. The failure of our information technology systems to perform as we anticipate could disrupt our business and result in

transaction errors, processing inefficiencies, data loss, legal claims or proceedings, regulatory penalties, and the loss of sales and

customers. Any interruption of our information technology systems could have operational, reputational, legal, and financial impacts

that may have a material adverse effect on our business.

Our failure to successfully integrate acquisitions into our existing operations could adversely affect our financial results.

From time to time, we evaluate potential acquisitions or joint ventures that would further our strategic objectives. Our success

depends, in part, upon our ability to integrate acquired and existing operations. If we are unable to successfully integrate acquisitions,

our financial results could suffer. Additional potential risks associated with acquisitions include additional debt leverage, the loss of

key employees and customers of the acquired business, the assumption of unknown liabilities, the inherent risk associated with

entering a geographic area or line of business in which we have no or limited prior experience, failure to achieve anticipated synergies,

and the impairment of goodwill or other acquisition-related intangible assets.

Legal and Regulatory Risks

If our products become adulterated, misbranded, or mislabeled, we might

need to recall those items and may experience

product liability claims if

consumers or their pets are injured.

We may need to recall some of our products if they become adulterated, misbranded, or mislabeled. A widespread product recall could

result in significant losses due to the costs of a recall, the destruction of product inventory, and lost sales due to the unavailability of

product for a period of time. We could also suffer losses from a significant product liability judgment against us. A significant product

recall or product liability case could also result in adverse publicity, damage to our reputation, and a loss of consumer confidence in

our products, which could have an adverse effect on our business results and the value of our brands.

New regulations or regulatory-based claims could adversely affect our business.

Our facilities and products are subject to many laws and regulations administered by the United States Department of Agriculture, the

Federal Food and Drug Administration, the Occupational Safety and Health Administration, and other federal, state, local, and foreign

governmental agencies relating to the production, packaging, labelling, storage, distribution, quality, and safety of food products and

the health and safety of our employees. Our failure to comply with such laws and regulations could subject us to lawsuits,

administrative penalties, and civil remedies, including fines, injunctions, and recalls of our products. We advertise our products and

could be the target of claims relating to alleged false or deceptive advertising under federal, state, and foreign laws and regulations.

We may also be subject to new laws or regulations restricting the marketing or sale of our products because of ingredients or

substances (including the processing thereof) in our products or product packaging. These limitations may require that we highlight

perceived concerns about a product or product packaging, warn consumers to avoid consumption of certain ingredients or substances

present in our products, restrict the audience to whom products are marketed or sold, limit the locations in which our products may be

available, or discontinue the use of certain ingredients or packaging. Changes in laws or regulations that impose additional regulatory

requirements on us could increase our cost of doing business, restrict our actions, and reduce consumption of our products, causing

our results of operations to be adversely affected.

We are subject to various federal, state, local, and foreign environmental laws and regulations. Our failure to comply with

environmental laws and regulations could subject us to lawsuits, administrative penalties, and civil remedies. We are currently party to

a variety of environmental remediation obligations. Due to regulatory complexities, uncertainties inherent in litigation, and the risk of

unidentified contaminants on current and former properties of ours, the potential exists for remediation, liability, indemnification, and

compliance costs to differ from our estimates. We cannot guarantee that our costs in relation to these matters, or compliance with

environmental laws in general, will not exceed our established liabilities or otherwise have an adverse effect on our business and

results of operations.

Climate change and other sustainability matters could adversely affect our business.

There is growing concern that carbon dioxide and other greenhouse gases in the earth’s atmosphere may have an adverse impact on

global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. If such climate change

has a negative effect on agricultural productivity, we may experience decreased availability and higher pricing for certain commodities

that are necessary for our products. Increased frequency or severity of extreme weather could also impair our production capabilities,

disrupt our supply chain, impact demand for our products, and increase our insurance and other operating costs. Increasing concern

over climate change or other sustainability issues also may adversely impact demand for our products due to changes in consumer

preferences or negative consumer reaction to our commitments and actions to address these issues. We may also become subject to

additional legal and regulatory requirements relating to climate change or other sustainability issues, including greenhouse gas

emission regulations (e.g., carbon taxes), energy policies, sustainability initiatives (e.g., single-use plastic limits), and disclosure

obligations. If additional legal and regulatory requirements are enacted and are more aggressive than the sustainability measures that

we are currently undertaking to reduce our emissions and improve our energy efficiency and other sustainability goals, or if we chose

to take actions to achieve more aggressive goals, we may experience significant increases in our costs of operations.

We have announced goals and commitments to reduce our carbon footprint. If we fail to achieve or improperly report on our progress

toward achieving our carbon emissions reduction goals and commitments, then the resulting negative publicity could harm our

reputation and adversely affect demand for our products.

Financial and Economic Risks

Volatility in the market value of derivatives we use to manage exposures to fluctuations in commodity prices may cause

volatility in our gross margins and net earnings.

We utilize derivatives to manage price risk for some of our principal ingredient and energy costs, including grains (oats, wheat, and

corn), oils (principally soybean), dairy products, natural gas, and diesel fuel. Changes in the values of these derivatives are recorded in

earnings, which may result in volatility in both gross margin and net earnings. These gains and losses are reported in cost of sales in

our Consolidated Statements of Earnings and in unallocated corporate items outside our segment operating results until we utilize the

underlying input in our manufacturing process, at which time the gains and losses are reclassified to segment operating profit. We also

record our grain inventories at net realizable value. We may experience volatile earnings as a result of these accounting treatments.

Economic downturns could limit consumer demand for our products.

The willingness of consumers to purchase our products depends in part on local economic conditions. In periods of economic

uncertainty, consumers may purchase more generic, private label, and other economy brands and may forego certain purchases

altogether. In those circumstances, we could experience a reduction in sales of higher margin products or a shift in our product mix to

lower margin offerings. In addition, as a result of economic conditions or competitive actions, we may be unable to raise our prices

sufficiently to protect margins. Consumers may also reduce the amount of food that they consume away from home at customers that

purchase products from our North America Foodservice segment. Any of these events could have an adverse effect on our results of

operations.

We have a substantial amount of indebtedness, which could limit financing and other options and in some cases adversely

affect our ability to pay dividends.

As of May 25, 2025, we had total debt and noncontrolling interests of $14.9 billion. The agreements under which we have issued

indebtedness do not prevent us from incurring additional unsecured indebtedness in the future. Our level of indebtedness may limit

our:

ability to obtain additional financing for working capital, capital expenditures, or general corporate purposes, particularly if

the ratings assigned to our debt securities by rating organizations were revised downward; and

flexibility to adjust to changing business and market conditions and may make us more vulnerable to a downturn in general

economic conditions.

There are various financial covenants and other restrictions in our debt instruments and noncontrolling interests. If we fail to comply

with any of these requirements, the related indebtedness, and other unrelated indebtedness, could become due and payable prior to its

stated maturity and our ability to obtain additional or alternative financing may also be adversely affected.

Our ability to make scheduled payments on or to refinance our debt and other obligations will depend on our operating and financial

performance, which in turn is subject to prevailing economic conditions and to financial, business, and other factors beyond our

control.

We depend on stable, liquid and well-functioning capital and credit markets to fund our operations. Our financial performance, our

credit ratings, interest rates, the stability of financial institutions with which we partner, and the liquidity of the overall global capital

markets could affect our access to, and the availability, terms and conditions, and cost of capital.

Volatility in the securities markets, interest rates, and other factors could substantially increase our defined benefit

pension,

other postretirement benefit, and postemployment benefit costs.

We sponsor a number of defined benefit plans for employees in the United States, Canada, and various foreign locations, including

defined benefit pension, retiree health and welfare, severance, and other postemployment plans. Our major defined benefit pension

plans are funded with trust assets invested in a globally diversified portfolio of securities and other investments. Changes in interest

rates, mortality rates, health care costs, early retirement rates, investment returns, and the market value of plan assets can affect the

funded status of our defined benefit plans and cause volatility in the net periodic benefit cost and future funding requirements of the

plans. A significant increase in our obligations or future funding requirements could have a negative impact on our results of

operations and cash flows from operations.

A change in the assumptions regarding the future performance of our businesses or a different weighted-average cost of

capital used to value our reporting units or our indefinite-lived intangible assets could negatively affect our consolidated

results of operations and net worth.

As of May 25, 2025, we had $22.4 billion of goodwill and indefinite-lived intangible assets. Goodwill for each of our reporting units

is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. We

compare the carrying value of the reporting unit, including goodwill, to the fair value of the reporting unit. If the fair value of the

reporting unit is less than the carrying value of the reporting unit, including goodwill, impairment has occurred. Our estimates of fair

value are determined based on a discounted cash flow model. Growth rates for sales and profits are determined using inputs from our

long-range planning process. We also make estimates of discount rates, perpetuity growth assumptions, market comparables, and other

factors. If current expectations for growth rates for sales and profits are not met, or other market factors and macroeconomic

conditions were to change, then our reporting units could become significantly impaired. While we currently believe that our goodwill

is not impaired, different assumptions regarding the future performance of our businesses could result in significant impairment losses.

We evaluate the useful lives of our intangible assets, primarily intangible assets associated with the

Blue Buffalo

Pillsbury

Totino’s

Progresso

Old El Paso

Tiki Pets

Annie’s

Nudges

Edgard & Cooper

and

Häagen-Dazs

brands, to determine if

they are finite or indefinite-lived. Reaching a determination on useful life requires significant judgments and assumptions regarding

the future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, known

technological advances, legislative action that results in an uncertain or changing regulatory environment, and expected changes in

distribution channels), the level of required maintenance expenditures, and the expected lives of other related groups of assets.

Our indefinite-lived intangible assets are also tested for impairment annually and whenever events or changes in circumstances

indicate that impairment may have occurred. Our estimate of the fair value of the brands is based on a discounted cash flow model

using inputs including projected revenues from our long-range plan, assumed royalty rates which could be payable if we did not own

the brands, and a discount rate. If current expectations for growth rates for sales and margins are not met, or other market factors and

macroeconomic conditions were to change, then our indefinite-lived intangible assets could become significantly impaired.

Our

Progresso

Nudges

Uncle Toby’s

True Chews

, and

Kitano

brands had risk of decreasing coverage and we continue to monitor

these businesses.

For further information on goodwill and intangible assets, please refer to Note 6 to the Consolidated Financial Statements in Item 8 of

this report.

Cybersecurity Risk Management and Strategy

Our enterprise risk management framework considers cybersecurity risk alongside other company risks, as

part of

our overall risk

assessment process.

We leverage an industry-leading framework, the National Institute of Standards and Technology Cybersecurity

Framework, and assess our maturity against that framework in partnership with an independent firm on an annual basis.

We assess and manage our cybersecurity risk using various mechanisms, starting with threat intelligence, which provides us a

necessary viewpoint to help us identify trends, understand how certain attacks may affect us, and prepare for evolutions in threat actor

behavior that may require changes to our security posture. To drive readiness, we perform periodic adversarial testing of our

cybersecurity posture through penetration testing, using both internal resources and external expertise, as well as table-top and “red

team” exercises to understand where processes or controls may be insufficient based on adversarial techniques.

Our

internal

audit team performs regular assessments of our program and selected components. We also

leverage

retrospectives from

previous cybersecurity incidents to understand weaknesses and to improve our security controls. We assess our critical suppliers

regularly for cybersecurity risk and prescribe remediation activities when necessary. As a part of a collaborative defense approach, we

regularly participate in multiple cybersecurity forums to share threat intelligence, best practices, and points of caution.

We train our employees through annual security training, phishing simulations, and regular communications about timely

cybersecurity topics and threats. We have a documented and well-tested cybersecurity incident response plan that guides us in

responding, containing, and eradicating cybersecurity threats that have breached our preventative controls. We regularly practice

technical recovery, and we maintain cybersecurity insurance.

Cybersecurity Governance

Our cybersecurity program is

led by

our Chief Digital and Technology Officer (CDTO) and Vice President of Cyber Security &

Enterprise Architecture.

Our Vice President of Cyber Security & Enterprise Architecture, who reports to our CDTO, has a master’s

degree in information assurance, and more than 20 years of experience working in this field, including more than 13 years with

General Mills. He has strategic and operational responsibility for all aspects of the Company’s cybersecurity program, from how cyber

risks are identified, to how General Mills detects, responds, contains, and recovers from cybersecurity threats.

The Audit Committee of our Board of Directors provides oversight for our cybersecurity program.

The Audit Committee receives

regular updates from management on the effectiveness of our cybersecurity program, reviews plans on how management will

continually mature the program, and receives updates on special topics that help the committee provide effective oversight of the

program.

Our

Security & Resilience Governance Committee provides oversight and governance

for the Company’s cybersecurity risk through

quarterly meetings, monthly dashboard reporting on management-aligned program performance targets, and as-needed updates on

cybersecurity incidents.

This

committee

is composed of our Chief Financial Officer, General Counsel, Chief Human Resources

Officer, Chief Supply Chain Officer, and CDTO.

Like most companies, our systems are continually subjected to cybersecurity threats.

Although we have

not

experienced a material

cybersecurity breach, we cannot guarantee that we will not experience a cyber threat or incident in the future.

Additional information

on cybersecurity risks we face is included in Item 1A of this report, which should be read in conjunction with the information in this

We

own our principal executive offices and main research facilities, which are located in the Minneapolis, Minnesota metropolitan

area.

We

operate numerous manufacturing facilities and maintain many sales and administrative offices, warehouses, and distribution

centers around the world.

As of May 25, 2025, we operated 42 facilities for the production of a wide variety of food products. Of these facilities, 28 are located

in the United States, 3 in Latin America and Mexico, 5 in Europe/Australia, 4 in the Greater China region, 1 leased in Canada, and 1 in

the Asia/Middle East/Africa Region. The following is a list of the locations of our principal production facilities, which primarily

support the segment noted:

North America Retail

• Covington, Georgia
• Reed City, Michigan
• Cincinnati, Ohio
• Belvidere, Illinois
• Fridley, Minnesota
• Wellston, Ohio
• Geneva, Illinois
• Hannibal, Missouri
• Murfreesboro, Tennessee
• Cedar Rapids, Iowa
• Albuquerque, New Mexico
• Milwaukee, Wisconsin
• Irapuato, Mexico
• Buffalo, New York

International

• Rooty Hill, Australia
• Sanhe, China
• Nashik, India
• Campo Novo do Pareceis, Brazil
• Shanghai, China
• San Adrian, Spain
• Pouso Alegre, Brazil
• Arras, France
• Guangzhou, China
• Labatut, France
• Nanjing, China
• Inofita, Greece

North America Pet

• Richmond, Indiana
• Joplin, Missouri

North America Foodservice

• Chanhassen, Minnesota
• Joplin, Missouri
• St. Charles, Missouri
• Green Bay, Wisconsin

We

operate numerous grain elevators in the United States in support of our domestic manufacturing activities.

We

also utilize

approximately 17 million square feet of warehouse and distribution space, nearly all of which is leased, that primarily supports our

North America Retail and North America Pet segments.

We

own and lease a number of dedicated sales and administrative offices

around the world, totaling approximately 2 million square feet.

We

have additional warehouse, distribution, and office space in our

plant locations.

As part of our Häagen-Dazs business in our International segment we operate 332 (all leased) and franchise 387 branded ice cream

parlors in various countries around the world, all outside of the United States and Canada.

We are the subject of various pending or threatened legal actions in the ordinary course of our business. All such matters are subject to

many uncertainties and outcomes that are not predictable with assurance. In our opinion, there were no claims or litigation pending as

of May 25, 2025, that were reasonably likely to have a material adverse effect on our consolidated financial position or results of

operations. See the information contained under the section entitled “Environmental Matters” in Item 1 of this report for a discussion

of environmental matters in which we are involved.

EXECUTIVE OVERVIEW

We

are a global packaged foods company.

We

develop distinctive value-added food products and market them under unique brand

names.

We

work continuously to improve our core products and to create new products that meet consumers’ evolving needs and

preferences. In addition, we build the equity of our brands over time with strong consumer-directed marketing, innovative new

products, and effective merchandising.

We

believe our brand-building approach is the key to winning and sustaining leading share

positions in markets around the globe.

Our fundamental financial goal is to generate competitively differentiated returns for our shareholders over the long term.

We

believe

achieving that goal requires us to generate a consistent balance of net sales growth, margin expansion, cash conversion, and cash

return to shareholders over time.

Our long-term growth objectives are to deliver the following performance on average over time:

2 to 3 percent annual growth in organic net sales;

mid-single-digit annual growth in adjusted operating profit;

mid- to high-single-digit annual growth in adjusted diluted earnings per share (EPS);

free cash flow conversion of at least 95 percent of adjusted net earnings after tax; and

cash return to shareholders of 80 to 90 percent of free cash flow, including an attractive dividend yield.

Guided by our purpose to make food the world loves, we are executing our Accelerate strategy to drive sustainable, profitable growth

and top-tier shareholder returns over the long term. The strategy focuses on four pillars to create competitive advantages and win:

boldly building brands, relentlessly innovating, unleashing our scale, and standing for good.

We

are prioritizing our core markets,

global platforms, and local gem brands that have the best prospects for profitable growth, and we are committed to reshaping our

portfolio with strategic acquisitions and divestitures to further enhance our growth profile.

Our consolidated net sales for fiscal 2025 declined 2 percent to $19.5 billion. On an organic basis, net sales decreased 2 percent

compared to year-ago levels. Operating profit of $3.3 billion decreased 4 percent. Adjusted operating profit of $3.4 billion decreased 7

percent on a constant-currency basis. Diluted EPS declined 5 percent to $4.10. Adjusted diluted EPS of $4.21 decreased 7 percent on

a constant-currency basis (See the “Non-GAAP Measures” section below for a description of our use of measures not defined by

generally accepted accounting principles (GAAP)).

Net cash provided by operations totaled $2,918 million in fiscal 2025 representing a conversion rate of 126 percent of net earnings,

including earnings attributable to noncontrolling interests. This cash generation supported capital investments totaling $625 million,

and our resulting free cash flow was $2,293 million at a conversion rate of 97 percent of adjusted net earnings, including earnings

attributable to noncontrolling interests.

We

returned cash to shareholders through dividends totaling $1,339 million and share

repurchases totaling $1,203 million (See the “Non-GAAP Measures” section below for a description of our use of measures not

defined by GAAP).

In fiscal 2025, the operating environment was characterized by significant volatility and uncertainty, resulting in value-seeking

behaviors by consumers that were deeper and more prolonged than we expected. As a result, we made important changes to adapt to

the evolving environment and put our business on a path back to growth.

We

increased investment to bring consumers greater value,

which strengthened our pound volume performance as we exited the year. While the level of incremental investment resulted in fiscal

2025 financial results below our targeted ranges, we expect the improved pound volume and household penetration trends will

translate into stronger top- and bottom-line performance over the long term.

We

delivered mixed performance against the three priorities we established at the beginning of the year:

We

did not achieve our objective of accelerating organic net sales growth, with full-year organic net sales declining 2 percent

driven primarily by unfavorable organic net price realization and mix resulting from our increased investments in consumer

value (see the ‘Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

We

successfully created fuel for our investments, including generating industry-leading Holistic Margin Management

(HMM) cost savings by increasingly applying digital and technology capabilities throughout our supply chain.

We

successfully drove strong cash generation, with free cash flow conversion finishing at 97 percent, which was above our

full-year target of 95 percent. This enabled us to fund capital investment, raise our dividend, and continue our share

repurchase activity.

We

also continued to reshape our portfolio, including acquisitions and divestitures that further improved our portfolio’s ability to generate profitable growth over the long term (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

A detailed review of our fiscal 2025 performance compared to fiscal 2024 appears below in the section titled “Fiscal 2025

Consolidated Results of Operations.” A detailed review of our fiscal 2024 performance compared to our fiscal 2023 performance is set

forth in Part II, Item 7 of our Form 10-K for the fiscal year ended May 26, 2024 under the caption “Management’s Discussion and

Analysis of Financial Condition and Results of Operations – Fiscal 2024 Consolidated Results of Operations,” which is incorporated

herein by reference.

In fiscal 2026, we plan to continue advancing our Accelerate strategy. Our key priorities are to return North America Retail to volume

growth, Accelerate North America Pet growth with an expanded portfolio, and drive efficiencies to reinvest in growth.

We

expect

category growth to be below our long-term projections, reflecting less benefit from net price realization and mix amid a continued

challenging consumer backdrop. To strengthen our categories and market share performance, we plan to increase investment in

consumer value, product news, innovation, and brand building, guided by our remarkable experience framework. This includes a

significant strategic investment to launch Blue Buffalo into the fast-growing U.S. fresh pet food sub-category in calendar 2025.

We

expect the combination of these growth investments, input cost inflation, and a reset of corporate incentive will outpace expected

HMM cost savings of 5 percent of cost of goods sold, savings from our global transformation initiative, and benefits from a 53rd week

in fiscal 2026. In addition, we expect the net impact of the divestiture of our North American yogurt businesses and the Whitebridge

Pet Brands acquisition will reduce adjusted operating profit growth by approximately 5 points in fiscal 2026.

Based on these assumptions, our key full-year fiscal 2026 targets are summarized below:

Organic net sales are expected to range between down 1 percent and up 1 percent.

Adjusted operating profit is expected to be down 10 to 15 percent in constant currency from the base of $3.4 billion reported

in fiscal 2025.

Adjusted diluted EPS is expected to be down 10 to 15 percent in constant currency from the base of $4.21 earned in fiscal

Free cash flow conversion is expected to be at least 95 percent of adjusted after-tax earnings.

See the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP.

Certain terms used throughout this report are defined in a glossary in Item 8 of this report.

FISCAL 2025 CONSOLIDATED RESULTS OF OPERATIONS

In fiscal 2025, net sales and organic net sales decreased 2 percent compared to fiscal 2024. Operating profit of $3,305 million

decreased 4 percent compared to fiscal 2024, primarily driven by unfavorable net price realization and mix, an increase in selling,

general, and administrative (SG&A) expenses, legal and voluntary recall net recoveries recorded in fiscal 2024, a decrease in

contributions from volume growth, higher restructuring and transformation charges, higher acquisition and divestiture transaction and

integration costs, and an unfavorable change in the mark -to-market valuation of certain commodity positions and grain inventories.

These impacts were partially offset by impairment charges recorded in fiscal 2024, a divestiture gain related to the sale of our Canada

yogurt business in fiscal 2025, and lower input costs. Operating profit margin of 17.0 percent decreased 30 basis points. Adjusted

operating profit of $3,353 million decreased 7 percent on a constant-currency basis, primarily driven by unfavorable net price

realization and mix, an increase in SG&A expenses, and a decrease in contributions from volume growth, partially offset by lower

input costs. Adjusted operating profit margin decreased 90 basis points to 17.2 percent. Diluted earnings per share of $4.10 decreased

5 percent compared to fiscal 2024. Adjusted diluted earnings per share of $4.21 decreased 7 percent on a constant-currency basis (see

the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).

A summary of our consolidated financial results for fiscal 2025 follows:

Fiscal 2025

In millions,

except per

share

Fiscal 2025 vs.

Fiscal 2024

Percent of Net

Sales

Constant-

Currency

Growth (a)

Net sales

19,486.6

(2)

Operating profit

3,304.8

(4)

17.0

Net earnings attributable to General Mills

2,295.2

(8)

Diluted earnings per share

4.10

(5)

Organic net sales growth rate (a)

(2)

Adjusted operating profit (a)

3,352.6

(7)

17.2

(7)

Adjusted diluted earnings per share (a)

4.21

(7)

(7)

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

Consolidated

net sales

were as follows:

Fiscal 2025

Fiscal 2025 vs.

Fiscal 2024

Fiscal 2024

Net sales (in millions)

19,486.6

(2)

19,857.2

Contributions from volume growth (a)

(1)

pt

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.

Net sales in fiscal 2025 decreased 2 percent compared to fiscal 2024, driven by a decrease in contributions from volume growth and

unfavorable net price realization and mix.

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

Fiscal 2025 vs. Fiscal 2024

Contributions from organic volume growth (a)

Flat

Organic net price realization and mix

(1)

pt

Organic net sales growth

(2)

pts

Foreign currency exchange

Flat

Acquisitions and divestiture

Flat

Net sales growth

(2)

pts

Note: Table may not foot due to rounding

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

Organic net sales in fiscal 2025 decreased 2 percent compared to fiscal 2024, driven by unfavorable organic net price realization and

mix.

Cost of sales

decreased $172 million in fiscal 2025 to $12,754 million. The decrease was primarily driven by a $95 million decrease

attributable to lower volume and an $89 million decrease attributable to product rate and mix. We recorded a $16 million net decrease

in cost of sales related to the mark-to-market valuation of certain commodity positions and grain inventories in fiscal 2025, compared

to a net decrease of $39 million in fiscal 2024 (please refer to Note 8 to the Consolidated Financial Statements in Item 8 of this report

for additional information). We also recorded $9 million of restructuring charges in fiscal 2025 compared to $18 million of

restructuring charges and $2 million of restructuring initiative project-related costs in cost of sales in fiscal 2024 (please refer to Note

4 to the Consolidated Financial Statements in Item 8 of this report for additional information).

Gross margin

decreased 3 percent in fiscal 2025 compared to fiscal 2024. Gross margin as a percent of net sales of 34.6 percent

decreased 30 basis points compared to fiscal 2024.

SG&A expenses

increased $187 million to $3,446 million in fiscal 2025 compared to fiscal 2024 primarily driven by a legal recovery

in fiscal 2024, transaction and integration costs recorded in fiscal 2025 related to the definitive agreements to sell our North American

yogurt businesses and costs related to the Whitebridge Pet Brands acquisition, the addition of a pet food business in Europe in fiscal

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

Häagen-Dazs

ice cream

products. SG&A expenses as a percent of net sales in fiscal 2025 increased 130 basis points compared to fiscal 2024.

Divestitures gain, net

totaled $96 million in fiscal 2025

related to the sale of our Canada yogurt business (please refer to Note 3 to the

Consolidated Financial Statements in Item 8 of this report).

Restructuring, transformation, impairment, and other exit costs

totaled $78 million in fiscal 202 5 compared to $241 million in

fiscal 2024. In fiscal 2025, we approved a multi-year global transformation initiative to drive increased productivity by enhancing end-

to-end business processes, enabled by targeted organizational actions, and as a result, we recorded $70 million of charges in fiscal

2025. We also recorded $8 million of restructuring charges in fiscal 2025 related to actions previously announced. In fiscal 2024, we

recorded a $117 million non-cash goodwill impairment charge related to our Latin America reporting unit and $103 million of non-

cash impairment charges related to our

Top Chews

True Chews

, and

EPIC

brand intangible assets. In fiscal 2024, we approved

restructuring actions to enhance the go-to-market commercial strategy and associated organizational structure of our North America

Pet segment, and as a result, we recorded $17 million of charges in fiscal 2024. Please refer to Note 4 to the Consolidated Financial

Statements in Item 8 of this report for additional information.

Benefit plan non-service income

totaled $54 million in fiscal 2025 compared to $76 million in fiscal 2024, primarily reflecting

higher amortization of losses and higher interest costs (please refer to Note 14 to the Consolidated Financial Statements in Item 8 of

this report for additional information).

Interest, net

for fiscal 2025 totaled $524 million, $45 million higher than fiscal 2024, primarily driven by higher average long-term

debt levels.

Our

effective tax rate

for fiscal 2025 was 20.2 percent compared to 19.6 percent in fiscal 2024. The 0.6 percentage point increase was

primarily driven by certain nonrecurring tax benefits in fiscal 2024, partially offset by favorable earnings mix by jurisdiction in fiscal

2025. Our adjusted effective tax rate was 20.6 percent in fiscal 2025 compared to 20.1 percent in fiscal 2024 (see the “Non-GAAP

Measures” section below for a description of our use of measures not defined by GAAP). The 0.5 percentage point increase was

primarily due to certain nonrecurring tax benefits in fiscal 2024, partially offset by favorable earnings mix by jurisdiction in fiscal

After-tax earnings from joint ventures

decreased to $58 million in fiscal 2025 compared to $85 million in fiscal 2024, primarily

driven by our share of asset impairment charges at CPW in fiscal 2025. On a constant -currency basis, after-tax earnings from joint

ventures decreased 29 percent (see the “Non-GAAP Measures” section below for a description of our use of measures not defined by

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

Fiscal 2025 vs. Fiscal 2024

CPW

HDJ

Total

Contributions from volume growth (a)

(4)

pts

4

pts

Net price realization and mix

3

pts

(1)

pt

Net sales growth in constant currency

(1)

pts

3

pts

(1)

pt

Foreign currency exchange

(3)

pts

(2)

pts

(3)

pts

Net sales growth

(4)

pts

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.

Net earnings attributable to noncontrolling interests

increased to $24 million in fiscal 2025 compared to $22 million in fiscal 2024.

Average diluted shares outstanding

decreased by 22 million in fiscal 2025 from fiscal 2024 primarily due to share repurchase s.

RESULTS OF SEGMENT OPERATIONS

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

America Foodservice.

The following tables provide the dollar amount and percentage of net sales and operating profit from each segment for fiscal 2025 and

fiscal 2024:

Fiscal Year

2025

2024

In Millions

Dollars

Percent of Total

Dollars

Percent of Total

Net Sales

North America Retail

11,907.0

61

12,473.4

63

International

2,797.8

14

2,746.5

14

North America Pet

2,470.8

13

2,375.8

12

North America Foodservice

2,300.9

12

2,258.7

11

Total

19,476.5

100

19,854.4

100

Segment Operating Profit

North America Retail

2,729.9

73

3,080.4

77

International

96.4

3

125.2

3

North America Pet

501.0

14

485.9

12

North America Foodservice

355.4

10

315.5

8

Total

3,682.7

100

4,007.0

100

Net sales of $10.1 million in fiscal 2025 and $2.8 million in fiscal 2024 related to a business managed by our Strategic Growth Office

are included within corporate and other net sales, which is reported separately from segment net sales.

Segment operating profit as reviewed by our executive management excludes unallocated corporate items, net gain or loss on

divestitures, and restructuring, transformation, impairment, and other exit costs that are centrally managed.

NORTH AMERICA RETAIL SEGMENT

Our North America Retail operating segment reflects business with a wide variety of grocery stores, mass merchandisers, membership

stores, natural food chains, drug, dollar and discount chains, convenience stores, and e-commerce grocery providers. Our product

categories in this business segment are ready-to-eat cereals, refrigerated yogurt, soup, meal kits, refrigerated and frozen dough

products, dessert and baking mixes, frozen pizza and pizza snacks, snack bars, fruit snacks, savory snacks, and a wide variety of

organic products including ready-to-eat cereal, frozen and shelf-stable vegetables, meal kits, fruit snacks and snack bars.

North America Retail net sales were as follows:

Fiscal 2025

Fiscal 2025 vs. 2024

Percentage Change

Fiscal 2024

Net sales (in millions)

11,907.0

(5)

12,473.4

Contributions from volume growth (a)

(4)

pts

Net price realization and mix

Flat

Foreign currency exchange

Flat

Note: Table may not foot due to rounding.

(a)

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

North America Retail net sales decreased 5 percent in fiscal 2025 compared to fiscal 2024, driven by a decrease in contributions from

volume growth.

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

Fiscal 2025 vs. 2024

Percentage Change

Contributions from organic volume growth (a)

(2)

pts

Organic net price realization and mix

(1)

pt

Organic net sales growth

(3)

pts

Foreign currency exchange

Flat

Divestiture (b)

(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.

(b)

Divestiture of Canada yogurt business in the third quarter of fiscal 2025. Please refer to Note 3 to the Consolidated Financial

Statements in Part II, Item 8 of this report.

North America Retail organic net sales decreased 3 percent in fiscal 2025 compared to fiscal 2024, driven by a decrease in

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

Net sales for our North America Retail operating units are shown in the following table:

In Millions

Fiscal 2025

Fiscal 2025 vs. 2024

Percentage Change

Fiscal 2024

U.S. Meals & Baking Solutions

4,238.9

(2)

4,324.3

U.S. Morning Foods

3,439.9

(3)

3,561.8

U.S. Snacks

3,356.3

(5)

3,538.9

Canada (a)

871.9

(17)

1,048.4

Total

11,907.0

(5)

12,473.4

(a)

On a constant currency basis, Canada operating unit net sales decreased 14 percent in fiscal 2025. See the “Non-GAAP

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

Segment operating profit decreased 11 percent to $2,730 million in fiscal 2025 compared to $3,080 million in fiscal 2024, primarily

driven by a decrease in contributions from volume growth, higher input costs, and unfavorable net price realization and mix, partially

offset by lower SG&A expenses. Segment operating profit decreased 11 percent on a constant-currency basis in fiscal 2025 compared

to fiscal 2024 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

INTERNATIONAL SEGMENT

Our International operating segment consists of retail and foodservice businesses outside of the United States and Canada. Our

product categories include super-premium ice cream and frozen desserts, meal kits, salty snacks , snack bars, dessert and baking mixes,

shelf-stable vegetables, and pet food products. We also sell super-premium ice cream and frozen desserts directly to consumers

through owned retail shops. Our International segment also includes products manufactured in the United States for export, mainly to

Caribbean and Latin American markets, as well as products we manufacture for sale to our international joint ventures. Revenu es from

export activities are reported in the region or country where the end customer is located.

International net sales were as follows:

Fiscal 2025

Fiscal 2025 vs. 2024

Percentage Change

Fiscal 2024

Net sales (in millions)

2,797.8

2

2,746.5

Contributions from volume growth (a)

3

pts

Net price realization and mix

1

pt

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 increased 2 percent in fiscal 2025 compared to fiscal 2024, driven by an increase in contributions from volume

growth and favorable net price realization and mix, partially offset by unfavorable foreign currency exchange.

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

Fiscal 2025 vs. 2024

Percentage Change

Contributions from organic volume growth (a)

1

pt

Organic net price realization and mix

Flat

Organic net sales growth

Flat

Foreign currency exchange

(2)

pts

Acquisition (b)

4

pts

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.

(b)

Acquisition of a pet food business in Europe in fiscal 2024. Please refer to Note 3 to the Consolidated Financial Statements in Part

II, Item 8 of this report.

International organic net sales in fiscal 2025 essentially matched fiscal 2024.

Segment operating profit decreased 23 percent to $96 million in fiscal 2025 compared to $125 million in 2024, primarily driven by

higher SG&A expenses and unfavorable net price realization and mix, partially offset by lower input costs and an increase in

contributions from volume growth. Segment operating profit decreased 33 percent on a constant-currency basis in fiscal 2025

compared to fiscal 2024 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

NORTH AMERICA PET SEGMENT

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, and

vegetables and other high-quality natural ingredients. Our tailored pet product offerings address specific dietary, lifestyle, and life-

stage needs and span different product types, diet types, breed sizes for dogs, life stages, flavors, product functions, and textures and

cuts for wet foods.

North America Pet net sales were as follows:

Fiscal 2025

Fiscal 2025 vs. 2024

Percentage Change

Fiscal 2024

Net sales (in millions)

2,470.8

4

2,375.8

Contributions from volume growth (a)

4

pts

Net price realization and mix

Flat

Foreign currency exchange

Flat

Note: Table may not foot due to rounding.

(a)

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

North America Pet net sales increased 4 percent in fiscal 2025 compared to fiscal 2024, driven by an increase in contributions from

volume growth.

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

Fiscal 2025 vs. 2024

Percentage Change

Contributions from organic volume growth (a)

3

pts

Organic net price realization and mix

(2)

pts

Organic net sales growth

Flat

Foreign currency exchange

Flat

Acquisition (b)

4

pts

Net sales growth

4

pts

Note: Table may not foot due to rounding.

(a)

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

(b)

Acquisition of Whitebridge Pet Brands business in fiscal 2025. Please refer to Note 3 to the Consolidated Financial Statements in

Part II, Item 8 of this report.

North America Pet organic net sales in fiscal 2025 essentially matched fiscal 2024.

North America Pet operating profit increased 3 percent to $501 million in fiscal 2025, compared to $486 million in fiscal 2024,

primarily driven by an increase in contributions from volume growth and lower input costs, partially offset by higher SG&A expenses,

including increased media and advertising expenses, and unfavorable net price realization and mix. Segment operating profit increased

3 percent on a constant-currency basis in fiscal 2025 compared to fiscal 2024 (see the “Non-GAAP Measures” section below for our

use of this measure not defined by GAAP).

NORTH AMERICA FOODSERVICE SEGMENT

Our North America Foodservice segment consists of foodservice businesses in the United States and Canada. Our major product

categories in our North America Foodservice operating segment are ready-to-eat cereals, snacks, refrigerated yogurt, frozen meals,

unbaked and fully baked frozen dough products, baking mixes, and bakery flour. Many products we sell are branded to the consumer

and nearly all are branded to our customers. We sell to distributors and operators in many customer channels including foodservice,

vending, and supermarket bakeries.

North America Foodservice net sales were as follows:

Fiscal 2025

Fiscal 2025 vs. 2024

Percentage Change

Fiscal 2024

Net sales (in millions)

2,300.9

2

2,258.7

Contributions from volume growth (a)

1

pt

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.

North America Foodservice net sales increased 2 percent in fiscal 2025 compared to 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:

Fiscal 2025 vs. 2024

Percentage Change

Contributions from organic volume growth (a)

1

pt

Organic net price realization and mix

1

pt

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 standard weight of our product shipments.

North America Foodservice organic net sales increased 2 percent in fiscal 2025 compared to fiscal 2024, driven by an increase in

contributions from organic volume growth and favorable organic net price realization and mix.

Segment operating profit increased 13 percent to $355 million in fiscal 2025, compared to $316 million in fiscal 2024, primarily

driven by favorable net price realization and mix. Segment operating profit increased 13 percent on a constant-currency basis in fiscal

2025 compared to fiscal 2024 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

UNALLOCATED CORPORATE ITEMS

Unallocated corporate items include corporate overhead expenses, variances to planned domestic employee benefits and incentives,

certain charitable contributions, restructuring initiative project-related costs, gains and losses on corporate investments, results from

certain businesses managed by our Strategic Growth Office, and other items that are not part of our measurement of segment operating

performance. These include gains and losses arising from the revaluation of certain grain inventories and gains and losses from mark-

to-market valuation of certain commodity positions until passed back to our operating segments. These items affecting operating profit

are centrally managed at the corporate level and are excluded from the measure of segment profitability reviewed by executive

management. Under our supply chain organization, our manufacturing, warehouse, and distribution activities are substantially

integrated across our operations in order to maximize efficiency and productivity. As a result, fixed assets and depreciation and

amortization expenses are neither maintained nor available by operating segment.

Unallocated corporate expense totaled $396 million in fiscal 2025 , compared to $334 million last year. In fiscal 2024, we recorded a

$53 million legal recovery. We recorded $49 million of transaction costs related to the definitive agreements to sell our North

American yogurt businesses and the Whitebridge Pet Brands acquisition in fiscal 2025, compared to $14 million of transaction costs in

fiscal 2024, primarily related to our acquisition of a pet food business in Europe. We also recorded $14 million of integration costs in

fiscal 2025, related to the acquisition of Whitebridge Pet Brands and the acquisition of a pet food business in Europe. In fiscal 2024,

we recorded $30 million of net recoveries related to a voluntary recall on certain international

Häagen-Dazs

ice cream products in

fiscal 2023. We recorded a $16 million net decrease in expense related to the mark-to-market valuation of certain commodity positions

and grain inventories in fiscal 2025, compared to a $39 million net decrease in expense last year. In addition, we recorded $8 million

of net losses related to valuation adjustments in fiscal 2025, compared to $18 million of net losses related to valuation adjustments and

the sale of corporate investments in fiscal 2024. We recorded $9 million of restructuring charges and $1 million of restructuring

initiative project-related costs in cost of sales in fiscal 2025, compared to $18 million of restructuring charges and $2 million of

restructuring initiative project-related costs in cost of sales in fiscal 2024. Certain compensation and benefit related expenses

decreased in fiscal 2025 compared to fiscal 2024.

IMPACT OF INFLATION

We

experienced broad-based global input cost inflation of 4 percent in fiscal 2025 and fiscal 2024. We expect approximately 3 percent

input cost inflation in fiscal 2026 before the impact of newly enacted tariffs. We expect the gross risk of newly enacted tariffs to be 1

to 2 percent of cost of goods sold, and we are attempting to mitigate tariff risk through various methods. We attempt to minimize the

effects of inflation through HMM, Strategic Revenue Management (SRM), planning, and operating practices. Our market risk

management practices are discussed in Item 7A of this report.

LIQUIDITY AND CAPITAL RESOURCES

The primary source of our liquidity is cash flow from operations. Over the most recent two-year period, our operations have generated

$6.2 billion in cash. A substantial portion of this operating cash flow has been returned to shareholders through dividends and share

repurchases. We also use cash from operations to fund our capital expenditures, acquisitions, and debt service. We typically use a

combination of cash, notes payable, and long-term debt, and occasionally issue shares of common stock, to finance significant

acquisitions.

As of May 25, 2025, we had $316 million of cash and cash equivalents held in foreign jurisdictions. In anticipation of repatriating

funds from foreign jurisdictions, we record local country withholding taxes on our international earnings, as applicable. We may

repatriate our cash and cash equivalents held by our foreign subsidiaries without such funds being subject to further U.S. income tax

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

Cash Flows from Operations

Fiscal Year

In Millions

2025

2024

Net earnings, including earnings attributable to noncontrolling interests

2,318.9

2,518.6

Depreciation and amortization

539.0

552.7

After-tax earnings from joint ventures

(57.6)

(84.8)

Distributions of earnings from joint ventures

44.6

50.4

Stock-based compensation

91.7

95.3

Deferred income taxes

(120.9)

(48.5)

Pension and other postretirement benefit plan contributions

(30.8)

(30.1)

Pension and other postretirement benefit plan costs

(12.7)

(27.0)

Divestitures gain, net

(95.9)

Restructuring, transformation, impairment, and other exit costs

74.3

223.5

Changes in current assets and liabilities, excluding the effects of acquisitions and divestitures

192.4

10.6

Other, net

(24.8)

41.9

Net cash provided by operating activities

2,918.2

3,302.6

During fiscal 2025, cash provided by operations was $2,918 million compared to $3,303 million in the same period last year. The

$384 million decrease was primarily driven by a $296 million decrease in net earnings excluding the impact of the divestiture in fiscal

2025, and a $149 million change in restructuring, transformation, impairment, and other exit costs.

We strive to grow core working capital at or below the rate of growth in our net sales. For fiscal 2025, core working capital net

liability decreased 23 percent, compared to a net sales decrease of 2 percent. The core working capital net liability decreased $90

million from $393 million in fiscal 2024 to $303 million in fiscal 2025, primarily due to an increase in receivables, partially offset by

an increase in accounts payable.

Cash Flows from Investing Activities

Fiscal Year

In Millions

2025

2024

Purchases of land, buildings, and equipment

(625.3)

(774.1)

Acquisitions, net of cash acquired

(1,419.3)

(451.9)

Investments in affiliates, net

13.3

(2.7)

Proceeds from disposal of land, buildings, and equipment

1.1

0.8

Proceeds from divestitures, net of cash divested

241.8

Other, net

(6.5)

30.5

Net cash used by investing activities

(1,794.9)

(1,197.4)

In fiscal 2025, we used $1,795 million of cash through investing activities compared to $1,197 million in fiscal 2024. We invested

$625 million in land, buildings, and equipment in fiscal 2025, a decrease of $149 million from fiscal 2024.

During fiscal 2025, we acquired Whitebridge Pet Brands for $1,412 million cash, net of cash acquired. During fiscal 2025, we

completed the sale of our Canada yogurt business for $242 million cash. During fiscal 2024, we acquired a pet food business in

Europe for $426 million cash, net of cash acquired, and we paid an additional $8 million purchase price holdback after certain closing

conditions were met in fiscal 2025.

We expect capital expenditures to be approximately 3.5 percent of reported net sales in fiscal 2026. These expenditures will fund

initiatives that are expected to fuel growth, support innovative products, and continue HMM initiatives throughout the supply chain.

Cash Flows from Financing Activities

Fiscal Year

In Millions

2025

2024

Change in notes payable

667.1

(20.5)

Issuance of long-term debt

2,354.9

2,065.2

Payment of long-term debt

(1,300.0)

(901.5)

Repurchase of Class A limited membership interests in General Mills Cereals, LLC

(252.8)

Proceeds from common stock issued on exercised options

43.0

25.5

Purchases of common stock for treasury

(1,202.9)

(2,002.4)

Dividends paid

(1,338.7)

(1,363.4)

Distributions to noncontrolling interest holders

(21.6)

(21.3)

Other, net

(129.1)

(53.9)

Net cash used by financing activities

(1,180.1)

(2,272.3)

Financing activities used $1,180 million of cash in fiscal 2025 compared to $2,272 million in fiscal 2024. We had $1,722 million of

net debt issuances in fiscal 2025 compared to $1,143 million of net debt issuances in fiscal 2024. For more information on our debt

issuances and payments, please refer to Note 9 to the Consolidated Financial Statements in Item 8 of this report.

During fiscal 2025, we received $43 million of net proceeds from common stock issued on exercised options compared to $26 million

in fiscal 2024.

During fiscal 2025, we purchased the outstanding Class A limited membership interests in General Mills Cereals, LLC (GMC Class A

Interests) from the third-party holder for $253 million. For more information, please refer to Note 10 to the Consolidated Financial

Statements in Item 8 of this report.

During fiscal 2025, we repurchased 19 million shares of our common stock for $1,203 million. During fiscal 2024, we repurchased 29

million shares of our common stock for $2,002 million.

Dividends paid in fiscal 2025 totaled $1,339 million, or $2.40 per share. Dividends paid in fiscal 2024 totaled $1,363 million, or $2.36

per share.

Selected Cash Flows from Joint Ventures

Selected cash flows from our joint ventures are set forth in the following table:

Fiscal Year

Inflow (Outflow), in Millions

2025

2024

Investments in affiliates, net

13.3

(2.7)

Dividends received

44.6

50.4

The following table details the credit facilities and lines of credit we had available as of May 25, 2025:

In Millions

Borrowing Capacity

Borrowed Amount

Committed credit facility expiring October 2029

2,700.0

Uncommitted credit facilities and lines of credit

703.7

7.6

Total

3,403.7

7.6

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 and our credit facilities contain restrictive covenants. As of May 25, 2025, we were in

compliance with all of these covenants.

We have $1,528 million of long-term debt maturing in the next 12 months that is classified as current, including €500 million of 0.125

percent fixed-rate notes due November 15, 2025, €600 million of 0.45 percent fixed-rate notes due January 15, 2026, and €250 million of floating-rate notes due April 22, 2026. We believe that cash flows from operations, together with available short- and long-term debt financing, will be adequate to meet our material contractual obligations and overall liquidity and capital needs for at least the next

12 months.

As of May 25, 2025, our total debt, including the impact of derivative instruments designated as hedges, was 74 percent in fixed-rate

and 26 percent in floating-rate instruments, compared to 85 percent in fixed-rate and 15 percent in floating-rate instruments on May

26, 2024.

CRITICAL ACCOUNTING ESTIMATES

For a complete description of our significant accounting policies, please see Note 2 to the Consolidated Financial Statements in Item 8

of this report. Our critical accounting estimates are those that have a meaningful impact on the reporting of our financial condition and

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

income taxes, and defined benefit pension, other postretirement benefit, and postemployment benefit plans.

Revenue Recognition

Our revenues are reported net of variable consideration and consideration payable to our customers, including trade promotion,

consumer coupon redemption, and other reductions to the transaction price, including estimated allowances for returns, unsalable

product, and prompt pay discounts. Trade promotions are recorded using significant judgment of estimated participation and

performance levels for offered programs at the time of sale. Differences between the estimated and actual reduction to the transaction

price are recognized as a change in estimate in a subsequent period. Our accrued trade and coupon promotion liabilities were $470

million as of May 25, 2025, and $425 million as of May 26, 2024. Because these amounts are significant, if our estimates are

inaccurate we would have to make adjustments in subsequent periods that could have a significant effect on our results of operations.

Valuation of Long-Lived Assets

We estimate the useful lives of long -lived assets and make estimates concerning undiscounted cash flows to review for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable.

Fair value is measured using discounted cash flows or independent appraisals, as appropriate.

Intangible Assets

Goodwill and other indefinite-lived intangible assets are not subject to amortization and are tested for impairment annually and

whenever events or changes in circumstances indicate that impairment may have occurred. Our estimates of fair value for goodwill

impairment testing are determined based on a discounted cash flow model. We use inputs from our long-range planning process to

determine growth rates for sales and profits. We also make estimates of discount rates, perpetuity growth assumptions, market

comparables, and other factors.

We evaluate the useful lives of our other intangible assets, mainly brands, to determine if they are finite or indefinite-lived. Reaching a

determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand,

competition, other economic factors (such as the stability of the industry, known technological advances, legislative action that results

in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required maintenance

expenditures, and the expected lives of other related groups of assets. Intangible assets that are deemed to have finite lives are

amortized on a straight-line basis over their useful lives, generally ranging from 4 to 30 years. Our estimate of the fair value of our

brand assets is based on a discounted cash flow model using inputs which include projected revenues from our long-range plan,

assumed royalty rates that could be payable if we did not own the brands, and a discount rate.

As of May 25, 2025, we had $22 billion of goodwill and indefinite-lived intangible assets. While we currently believe that the fair

value of each intangible exceeds its carrying value, and that those intangibles will contribute indefinitely to our cash flows, materially

different assumptions regarding future performance of our businesses or a different weighted-average cost of capital could result in

material impairment losses and amortization expense. We performed our fiscal 2025 assessment of our intangible assets as of 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 .

Income Taxes

We apply a more-likely-than-not threshold to the recognition and derecognition of uncertain tax positions. Accordingly, we recognize

the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement. Future changes in

judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the period of such change. For

more information on income taxes, please see Note 15 to the Consolidated Financial Statements in Item 8 of this report.

Defined Benefit Pension, Other Postretirement Benefit, and Postemployment Benefit Plans

We have defined benefit pension plans covering many employees in the United States, Canada, Switzerland, and the United Kingdom.

We also sponsor plans that provide health care benefits to many of our retirees in the United States, Canada, and Brazil. Under certain

circumstances, we also provide accruable benefits, primarily severance, to former and inactive employees in the United States,

Canada, and Mexico. Please see Note 14 to the Consolidated Financial Statements in Item 8 of this report for a description of our

defined benefit pension, other postretirement benefit, and postemployment benefit plans.

We recognize benefits provided during retirement or following employment over the plan participants’ active working lives.

Accordingly, we make various assumptions to predict and measure costs and obligations many years prior to the settlement of our

obligations. Assumptions that require significant management judgment and have a material impact on the measurement of our net

periodic benefit expense or income and accumulated benefit obligations include the long-term rates of return on plan assets, the

interest rates used to discount the obligations for our benefit plans, and health care cost trend rates.

Expected Rate of Return on Plan Assets

Our expected rate of return on plan assets is determined by our asset allocation, our historical long-term investment performance, our

estimate of future long-term returns by asset class (using input from our actuaries, investment services, and investment managers), and

long-term inflation assumptions. We review this assumption annually for each plan; however, our annual investment performance for

one particular year does not, by itself, significantly influence our evaluation.

Our historical investment returns (compound annual growth rates) for our United States defined benefit pension and other

postretirement benefit plan assets were 4.0 percent in the 1-year period ended May 25, 2025, and returns of 0.2 percent, 4.3 percent,

6.7 percent, and 6.2 percent for the 5, 10, 15, and 20-year periods ended May 25, 2025.

On a weighted -average basis, the expected rate of return for all defined benefit plans and other postretirement plans was 7.63 percent

and 7.79 percent for fiscal 2025, 7.13 percent and 7.34 percent for fiscal 2024, and 6.70 percent and 6.76 percent for fiscal 2023. For

fiscal 2026, we decreased our weighted-average expected rate of return on plan assets due to an increase in bond asset allocation

policy for our principal defined benefit pension and other postretirement plans in the United States to 7.60 percent and 7.40 percent,

respectively.

Lowering the expected long-term rate of return on assets by 100 basis points would increase our net pension and postretirement

expense by $57 million for fiscal 2026. A market-related valuation basis is used to reduce year-to-year expense volatility. The market-

related valuation recognizes certain investment gains or losses over a five-year period from the year in which they occur. Investment

gains or losses for this purpose are the difference between the expected return calculated using the market-related value of assets and

the actual return based on the market-related value of assets. Our outside actuaries perform these calculations as part of our

determination of annual expense or income.

Discount Rates

We

estimate the service and interest cost components of the net periodic benefit expense for our United States and most of our

international defined benefit pension, other postretirement benefit, and postemployment benefit plans utilizing a full yield curve

approach by applying the specific spot rates along the yield curve used to determine the benefit obligation to the relevant projected

cash flows. Our discount rate assumptions are determined annually as of May 31 for our defined benefit pension, other postretirement

benefit, and postemployment benefit plan obligations. We work with our outside actuaries to determine the timing and amount of

expected future cash outflows to plan participants and, using the Aa Above Median corporate bond yield, to develop a forward interest

rate curve, including a margin to that index based on our credit risk. This forward interest rate curve is applied to our expected future

cash outflows to determine our discount rate assumptions.

Our weighted-average discount rates were as follows:

Defined Benefit

Pension Plans

Other

Postretirement

Benefit Plans

Postemployment

Benefit Plans

Effective rate for fiscal 2026 service costs

6.02

6.11

5.42

Effective rate for fiscal 2026 interest costs

5.32

5.34

4.91

Obligations as of May 31, 2025

5.79

5.67

5.04

Effective rate for fiscal 2025 service costs

5.58

5.48

5.37

Effective rate for fiscal 2025 interest costs

5.40

5.28

5.05

Obligations as of May 31, 2024

5.52

5.52

5.05

Effective rate for fiscal 2024 service costs

5.27

5.15

5.00

Effective rate for fiscal 2024 interest costs

5.06

4.96

4.61

Lowering the discount rates by 100 basis points would increase our net defined benefit pension, other postretirement benefit, and

postemployment benefit plan expense for fiscal 2026 by approximately $27 million. All obligation-related experience gains and losses

are amortized using a straight-line method over the average remaining service period of active plan participants or over the average

remaining lifetime of the remaining plan participants if the plan is viewed as “all or almost all” inactive participants.

Health Care Cost Trend Rates

We review our health care cost trend rates annually. Our review is based on data we collect about our health care claims experience

and information provided by our actuaries. This information includes recent plan experience, plan design, overall industry experience

and projections, and assumptions used by other similar organizations. Our initial health care cost trend rate is adjusted as necessary to

remain consistent with this review, recent experiences, and short-term expectations. Our initial health care cost trend rate assumption

is 7.9 percent for retirees age 65 and over and 7.9 percent for retirees under age 65 at the end of fiscal 2025. Rates are graded down

annually until the ultimate trend rate of 4.5 percent is reached in 2034 for all retirees. The trend rates are applicable for calculations

only if the retirees’ benefits increase as a result of health care inflation. The ultimate trend rate is adjusted annually, as necessary, to

approximate the current economic view on the rate of long-term inflation plus an appropriate health care cost premium. Assumed

trend rates for health care costs have an important effect on the amounts reported for the other postretirement benefit plans.

Any arising health care claims cost-related experience gain or loss is recognized in the calculation of expected future claims. Once

recognized, experience gains and losses are amortized using a straight-line method over the average remaining service period of active

plan participants or over the average remaining lifetime of the remaining plan participants if the plan is viewed as “all or almost all”

inactive participants.

Financial Statement Impact

In fiscal 2025, we recorded net defined benefit pension, other postretirement benefit, and postemployment benefit plan expense of

$9 million compared to $11 million of income in fiscal 2024 and $6 million of income in fiscal 2023. As of May 25, 2025, we had

cumulative unrecognized actuarial net losses of $2 billion on our defined benefit pension plans and cumulative unrecognized actuarial

net gains of $209 million on our postretirement and postemployment benefit plans. These net unrecognized actuarial losses will result

in increases in our future net pension and postretirement benefit expenses because they currently exceed the corridors defined by

GAAP.

Actual future net defined benefit pension, other postretirement benefit, and postemployment benefit plan income or expense will

depend on investment performance, changes in future discount rates, changes in health care cost trend rates, and other factors related

to the populations participating in these plans.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In 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.

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.

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 3 to the Consolidated Financial

Statements in Item 8 of this report.

Restructuring and transformation charges

Restructuring and transformation charges related to global transformation actions and previously announced restructuring actions in

fiscal 2025. Restructuring charges related to commercial strategy restructuring actions and previously announced restructuring actions

in fiscal 2024. Please refer to Note 4 to the Consolidated Financial Statements in Item 8 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. Transaction costs primarily related to the acquisition of a pet food business in Europe in fiscal 2024. Please

refer to Note 3 to the Consolidated Financial Statements in Item 8 of this report.

CPW asset impairments

CPW impairment charges related to certain long-lived assets recorded in fiscal 2025.

Mark-to-market effects

Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please refer to Note 8 to the

Consolidated Financial Statements in Item 8 of this report.

Acquisition integration costs

Integration costs related to the acquisitions of Whitebridge Pet Brands and a pet food business in Europe recorded in fiscal 2025.

Integration costs primarily resulting from the acquisition of TNT Crust in fiscal 2024. Please refer to Note 3 to the Consolidated

Financial Statements in Item 8 of this report.

Capital appreciation paid on GMC Class A Interests

Capital account appreciation attributable and paid to the third-party holder of GMC Class A Interests in fiscal 2025. Please refer to

Note 10 to the Consolidated Financial Statements in Item 8 of this report.

Investment activity, net

Valuation adjustments of certain corporate investments in fiscal 2025. Valuation adjustments and the gain on sale of certain corporate

investments in fiscal 2024.

Project-related costs

Restructuring initiative project-related costs related to previously announced restructuring actions recorded in fiscal 2025 and fiscal

2024. Please refer to Note 4 to the Consolidated Financial Statements in Item 8 of this report.

Goodwill and other intangible assets impairments

Non-cash impairment charges related to our Latin America reporting unit goodwill and our

Top Chews

True Chews

, and

EPIC

brand

intangible assets in fiscal 2024. Please refer to Note 6 to the Consolidated Financial Statements in Item 8 of this report.

Legal recovery

Legal recovery recorded in fiscal 2024.

Product recall, net

Recoveries recorded in fiscal 2024 related to the fiscal 2023 voluntary recall of certain international

Häagen-Dazs

ice cream products,

net of costs incurred.

Organic Net Sales Growth Rates

We

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

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

compensation purposes.

We

believe that organic net sales growth rates provide useful information to investors because they provide

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

well as acquisitions, divestitures, and a 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.

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:

Fiscal Year

2025

2024

Change

Operating profit as reported

3,304.8

3,431.7

(4)

Divestiture gain

(95.9)

Restructuring and transformation charges

87.5

38.8

Transaction costs

49.1

14.0

Mark-to-market effects

(15.7)

(39.1)

Acquisition integration costs

13.9

0.2

Investment activity, net

8.3

18.5

Project-related costs

0.5

2.0

Goodwill and other intangible assets impairments

220.2

Legal recovery

(53.2)

Product recall, net

(30.3)

Adjusted operating profit

3,352.6

3,602.7

(7)

Foreign currency exchange impact

Flat

Adjusted operating profit growth, on a constant-currency basis

(7)

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 rate follows:

Fiscal Year

Per Share Data

2025

2024

Change

Diluted earnings per share, as reported

4.10

4.31

(5)

Divestiture gain

(0.15)

Restructuring and transformation charges

0.12

0.05

Transaction costs

0.07

0.02

CPW asset impairments

0.04

Mark-to-market effects

(0.02)

(0.05)

Acquisition integration costs

0.02

Capital appreciation paid on GMC Class A Interests

0.02

Investment activity, net

0.01

0.02

Goodwill and other intangible assets impairments

0.28

Legal recovery

(0.07)

Product recall, net

(0.04)

Adjusted diluted earnings per share

4.21

4.52

(7)

Foreign currency exchange impact

Flat

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

(7)

Note: Table may not foot due to rounding.

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

See our reconciliation below of the effective income tax rate as reported to the adjusted effective income tax rate for the tax impact of

each item affecting comparability.

Free Cash Flow Conversion Rate

We believe this measure provides useful information to investors because it is important for assessing our efficiency in converting

earnings to cash and returning cash to shareholders. The calculation of free cash flow conversion rate and net cash provided by

operating activities conversion rate, its equivalent GAAP measure, follows:

In Millions

Fiscal 2025

Net earnings, including earnings attributable to noncontrolling interests, as reported

2,318.9

Divestiture gain, net of tax

(84.8)

Restructuring and transformation charges, net of tax

67.2

Transaction costs, net of tax

37.8

CPW asset impairments, net of tax

23.3

Mark-to-market effects, net of tax

(12.1)

Acquisition integration costs, net of tax

11.9

Investment activity, net, net of tax

6.4

Project-related costs, net of tax

0.4

Adjusted net earnings, including earnings attributable to noncontrolling interests

2,369.1

Net cash provided by operating activities

2,918.2

Purchases of land, buildings, and equipment

(625.3)

Free cash flow

2,292.9

Net cash provided by operating activities conversion rate

126%

Free cash flow conversion rate

97%

Note: Table may not foot due rounding.

For more information on the reconciling items, see 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.

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

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

comparable year-to-year basis.

Our adjusted operating profit margins are calculated as follows:

Fiscal Year

Percent of Net Sales

2025

2024

Operating profit as reported

3,304.8

17.0

3,431.7

17.3

Divestiture gain

(95.9)

(0.5)

Restructuring and transformation charges

87.5

0.4

38.8

0.2

Transaction costs

49.1

0.3

14.0

0.1

Mark-to-market effects

(15.7)

(0.1)

(39.1)

(0.2)

Acquisition integration costs

13.9

0.1

0.2

Investment activity, net

8.3

18.5

0.1

Project-related costs

0.5

2.0

Goodwill and other intangible assets impairments

220.2

1.1

Legal recovery

(53.2)

(0.3)

Product recall, net

(30.3)

(0.2)

Adjusted operating profit

3,352.6

17.2

3,602.7

18.1

Note: Table may not foot due to rounding.

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

Adjusted Effective Income Tax Rates

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

comparable year-to-year basis.

Adjusted effective income tax rates are calculated as follows:

Fiscal Year Ended

2025

2024

In Millions

(Except Per Share Data)

Pretax

Earnings (a)

Income

Taxes

Pretax

Earnings (a)

Income

Taxes

As reported

2,835.0

573.7

3,028.3

594.5

Divestiture gain

(95.9)

(11.1)

Restructuring and transformation charges

87.5

20.2

38.8

10.4

Transaction costs

49.1

11.3

14.0

2.1

Mark-to-market effects

(15.7)

(3.6)

(39.1)

(9.0)

Acquisition integration costs

13.9

2.0

0.2

0.1

Investment activity, net

8.3

1.9

18.5

5.9

Project-related costs

0.5

0.2

2.0

0.7

Goodwill and other intangible assets impairments

220.2

58.4

Legal recovery

(53.2)

(12.9)

Product recall, net

(30.3)

(7.0)

As adjusted

2,882.7

594.6

3,199.4

643.1

Effective tax rate:

As reported

20.2%

19.6%

As adjusted

20.6%

20.1%

Sum of adjustments to income taxes

20.9

48.6

Average number of common shares - diluted EPS

557.5

579.5

Impact of income tax adjustments on adjusted diluted EPS

(0.04)

(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, see the Significant Items Impacting Comparability section above.

Constant-currency After-Tax Earnings from Joint Ventures Growth Rate

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

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

volatility in foreign currency exchange markets.

After-tax earnings from joint ventures growth rate on a constant-currency basis are calculated as follows:

Fiscal 2025

Percentage change in after-tax earnings from joint ventures as reported

(32)

Impact of foreign currency exchange

(3)

pts

Percentage change in after-tax earnings from joint ventures on a constant-currency basis

(29)

Note: Table may not foot due to rounding.

Net Sales Growth Rate for Canada Operating Unit on a Constant-currency Basis

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

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

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

exchange markets.

Net sales growth rate for our Canada operating unit on a constant-currency basis is calculated as follows:

Fiscal 2025

Percentage change in net sales as reported

(17)

Impact of foreign currency exchange

(3)

pts

Percentage change in net sales on a constant-currency basis

(14)

Note: Table may not foot due to rounding.

Constant-currency Segment Operating Profit Growth Rates

We

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

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

volatility in foreign currency exchange markets.

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

Fiscal 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

(11)

Flat

(11)

International

(23)

10

pts

(33)

North America Pet

3

Flat

3

North America Foodservice

13

Flat

13

Note: Table may not foot due to rounding.

Forward-Looking Financial Measures

Our fiscal 2026 outlook for organic net sales growth, constant-currency adjusted operating profit and adjusted diluted EPS, and free

cash flow conversion are non-GAAP financial measures that exclude, or have otherwise been adjusted for, items impacting

comparability, including the effect of foreign currency exchange rate fluctuations, restructuring and transformation charges,

acquisition transaction and integration costs, acquisitions, divestitures, mark-to-market effects, and a 53rd week.

We

are not able to

reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial

measures without unreasonable efforts because we are unable to predict with a reasonable degree of certainty the actual impact of

changes in foreign currency exchange rates and commodity prices or the timing or impact of acquisitions, divestitures, and

restructuring and transformation actions throughout fiscal 2026. The unavailable information could have a significant impact on our

fiscal 2026 GAAP financial results.

For fiscal 2026, we currently expect: the net impact from foreign currency exchange rates (based on a blend of forward and forecasted

rates and hedge positions), acquisitions and divestitures completed prior to fiscal 2026 and those expected to close in fiscal 2026, and

a 53rd week to reduce net sales growth by approximately 4 percent; foreign currency exchange rates to have an immaterial impact on

adjusted operating profit and adjusted diluted EPS growth; and restructuring and transformation charges and transaction and

acquisition integration costs related to actions previously announced to total approximately $90 million to $95 million.

We are exposed to market risk stemming from changes in interest and foreign exchange rates and commodity and equity prices.

Changes in these factors could cause fluctuations in our earnings and cash flows. In the normal course of business, we actively

manage our exposure to these market risks by entering into various hedging transactions, authorized under established policies that

place controls on these activities. The counterparties in these transactions are generally highly rated institutions. We establish credit

limits for each counterparty. Our hedging transactions include but are not limited to a variety of derivative financial instruments. For

information on interest rate, foreign exchange, commodity price, and equity instrument risk, please see Note 8 to the Consolidated

Financial Statements in Item 8 of this report.

VALUE AT RISK

The estimates in the table below are intended to measure the maximum potential fair value we could lose in one day from adverse

changes in market interest rates, foreign exchange rates, commodity prices, and equity prices under normal market conditions.

A

Monte Carlo value-at-risk (VAR) methodology was used to quantify the market risk for our exposures. The models assumed normal

market conditions and used a 95 percent confidence level.

The VAR calculation used historical interest and foreign exchange rates, and commodity and equity prices from the past year to

estimate the potential volatility and correlation of these rates in the future. The market data were drawn from the RiskMetrics™ data

set. The calculations are not intended to represent actual losses in fair value that we expect to incur. Further, since the hedging

instrument (the derivative) inversely correlates with the underlying exposure, we would expect that any loss or gain in the fair value of

our derivatives would be generally offset by an increase or decrease in the fair value of the underlying exposure. The positions

included in the calculations were: debt; investments; interest rate swaps; foreign exchange forwards; commodity swaps, futures, and

options; and equity instruments. The calculations do not include the underlying foreign exchange and commodities or equity-related

positions that are offset by these market-risk-sensitive instruments.

The table below presents the estimated maximum potential VAR arising from a one-day loss in fair value for our interest rate, foreign

currency, commodity, and equity market-risk-sensitive instruments outstanding as of May 25, 2025.

In Millions

May 25, 2025

Average During

Fiscal 2025

May 26, 2024

Analysis of Change

Interest rate instruments

46

47

54

Decrease in interest rates

Foreign currency instruments

51

40

30

Increase in rate volatility

Commodity instruments

3

3

4

Immaterial

Equity instruments

3

2

Immaterial

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

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

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

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

statements, including statements contained in our filings with the SEC and in our reports to stockholders.

The words or phrases “will likely result,” “are expected to,” “may 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, 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, transformation, and cost saving initiatives; volatility in the market value of derivatives used to manage

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

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

and political unrest in foreign markets and economic uncertainty due to terrorism or war.

You should also consider the risk factors that we identify in Item 1A of this report, which could also affect our future results.

We undertake no obligation to publicly revise any forward-looking statements to reflect events or circumstances after the date of those

statements or to reflect the occurrence of anticipated or unanticipated events.

We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial

Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule

13a-15(e) under the 1934 Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that,

as of May 25, 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 1934 Act is (1) recorded, processed, summarized, and reported within the time periods

specified in applicable rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive

Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the 1934 Act) during our

fiscal quarter ended May 25, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of General Mills, Inc. is responsible for establishing and maintaining adequate internal control over financial

reporting, as such term is defined in Rule 13a-15(f) under the 1934 Act. The Company’s internal control system was designed to

provide reasonable assurance to our management and the Board of Directors regarding the preparation and fair presentation of

published financial statements. Under the supervision and with the participation of management, including our Chief Executive

Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as

of May 25, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of

the Treadway Commission (COSO) in

Internal Control – Integrated Framework (2013)

Based on our assessment using the criteria set forth by COSO in

Internal Control – Integrated Framework (2013)

, management

concluded that our internal control over financial reporting was effective as of May 25, 2025.

KPMG LLP, our independent registered public accounting firm, has issued a report on the effectiveness of the Company’s internal

control over financial reporting.

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

J. L. Harmening K. A. Bruce

Chief Executive Officer Chief Financial Officer

June 25, 2025

Our independent registered public accounting firm’s attestation report on our internal control over financial reporting is included in the

“Report of Independent Registered Public Accounting Firm” in Item 8 of this report.