10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☑

QUARTERLY

REPORT

PURSUANT

SECTION

15(d)

THE

SECURITIES

EXCHANGE

ACT

1934

FOR THE QUARTERLY

PERIOD ENDED

AUGUST 24, 2025

☐

TRANSITION

REPORT

PURSUANT

SECTION

15(d)

THE

SECURITIES

EXCHANGE

ACT

1934

FOR THE TRANSITION PERIOD FROM

Commission file number:

001-01185

________________

GENERAL MILLS, INC.

(Exact name of registrant as specified in its charter)

Delaware

41-0274440

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

Number One General Mills Boulevard

Minneapolis

Minnesota

55426

(Address of principal executive offices)

(Zip Code)

(763)

764-7600

(Registrant’s telephone number,

including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, $.10 par value

GIS

New York Stock Exchange

0.125% Notes due 2025

GIS 25A

New York Stock Exchange

0.450% Notes due 2026

GIS 26

New York Stock Exchange

1.500% Notes due 2027

GIS 27

New York Stock Exchange

3.907% Notes due 2029

GIS 29

New York Stock Exchange

3.650% Notes due 2030

GIS 30A

New York Stock Exchange

3.600% Notes due 2032

GIS 32

New York Stock Exchange

3.850% Notes due 2034

GIS 34

New York Stock Exchange

________________

Indicate

check

mark

whether

the

registrant

(1)

has

filed

all

reports

required

filed

Section

15(d)

the

Securities

Exchange Act of 1934

during the preceding 12

months (or for such shorter

period that the registrant

was required to file such

reports),

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

Yes

☑

☐

Indicate

check

mark

whether

the

registrant

has

submitted

electronically

every

Interactive

Data

File

required

submitted

pursuant to Rule 405

of Regulation S-T (§

232.405 of this chapter) during

the preceding 12 months (or

for such shorter period that

the

registrant was required to submit such files).

Yes

☑

☐

Indicate

check

mark

whether

the

registrant

large

accelerated

filer,

accelerated

filer,

non-accelerated

filer,

smaller

reporting

company,

emerging

growth

company.

See

the

definitions

“large

accelerated

filer,”

“accelerated

filer,”

“smaller

reporting company,” and

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

emerging

growth

company,

indicate

check

mark

the

registrant

has

elected

not

use

the

extended

transition

period

for

complying with any new or revised financial accounting standards provided

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

☐

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

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

Yes

☐

☑

Number of

shares of

Common Stock

outstanding

as of

September 10,

2025:

533,416,422

(excluding

221,196,906

shares held

in the

treasury).

General Mills, Inc.

Table of Contents

Page

PART I – Financial Information

Item 1. Financial Statements

Consolidated Statements of Earnings for the quarters ended August 24, 2025 and August 25, 2024

Consolidated Statements of Comprehensive Income for the quarters ended August 24, 2025 and August 25,

2024

Consolidated Balance Sheets as of August 24, 2025 and May 25, 2025

Consolidated Statements of Total Equity for the quarters ended August 24, 2025 and August 25, 2024

Consolidated Statements of Cash Flows for the quarters ended August 24, 2025 and August 25, 2024

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II – Other Information

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

Item 5. Other Information

Item 6. Exhibits

Signatures

PART

FINANCIAL INFORMATION

Item 1.

Financial Statements.

Consolidated Statements of Earnings

GENERAL MILLS, INC. AND SUBSIDIARIES

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

Quarter Ended

Aug. 24, 2025

Aug. 25, 2024

Net sales

4,517.5

4,848.1

Cost of sales

2,984.7

3,159.3

Selling, general, and administrative expenses

845.1

855.1

Divestitures gain

(1,054.4)

Restructuring, transformation, impairment, and other exit costs

16.3

2.2

Operating profit

1,725.8

831.5

Benefit plan non-service income

(15.1)

(13.9)

Interest, net

132.8

123.6

Earnings before income taxes and after-tax earnings

from joint ventures

1,608.1

721.8

Income taxes

410.9

157.4

After-tax earnings from joint ventures

6.8

19.2

Net earnings, including (loss) earnings attributable to noncontrolling

interests

1,204.0

583.6

Net (loss) earnings attributable to noncontrolling interests

(0.2)

3.7

Net earnings attributable to General Mills

1,204.2

579.9

Earnings per share – basic

2.22

1.03

Earnings per share – diluted

2.22

1.03

See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

Quarter Ended

Aug. 24, 2025

Aug. 25, 2024

Net earnings, including (loss) earnings attributable to noncontrolling

interests

1,204.0

583.6

Other comprehensive (loss) income, net of tax:

Foreign currency translation

(64.7)

(61.9)

Net actuarial loss

(7.5)

Other fair value changes:

Hedge derivatives

5.0

(6.0)

Reclassification to earnings:

Hedge derivatives

0.8

Amortization of losses and prior service costs

11.4

11.6

Other comprehensive loss, net of tax

(55.0)

(56.3)

Total comprehensive

income

1,149.0

527.3

Comprehensive income attributable to noncontrolling interests

0.3

4.2

Comprehensive income attributable to General Mills

1,148.7

523.1

See accompanying notes to consolidated financial statements.

Consolidated Balance Sheets

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except Par Value)

Aug. 24, 2025

May 25, 2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

952.9

363.9

Receivables

1,804.3

1,795.9

Inventories

2,051.5

1,910.8

Prepaid expenses and other current assets

431.1

464.7

Assets held for sale

740.4

Total current

assets

5,239.8

5,275.7

Land, buildings, and equipment

3,583.2

3,632.6

Goodwill

15,660.2

15,622.4

Other intangible assets

7,087.3

7,081.4

Other assets

1,445.1

1,459.0

Total assets

33,015.6

33,071.1

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

3,740.0

4,009.5

Current portion of long-term debt

2,166.5

1,528.4

Notes payable

22.1

677.0

Other current liabilities

2,031.0

1,624.0

Liabilities held for sale

18.4

Total current

liabilities

7,959.6

7,857.3

Long-term debt

12,218.4

12,673.2

Deferred income taxes

2,056.9

2,100.8

Other liabilities

1,261.8

1,228.6

Total liabilities

23,496.7

23,859.9

Stockholders’ equity:

Common stock,

754.6

shares issued, $

0.10

par value

75.5

Additional paid-in capital

1,107.1

1,218.8

Retained earnings

22,791.1

21,917.8

Common stock in treasury,

at cost, shares of

219.9

and

212.2

(11,866.6)

(11,467.9)

Accumulated other comprehensive loss

(2,600.5)

(2,545.0)

Total stockholders’

equity

9,506.6

9,199.2

Noncontrolling interests

12.3

12.0

Total equity

9,518.9

9,211.2

Total liabilities and equity

33,015.6

33,071.1

See accompanying notes to consolidated financial statements.

Consolidated Statements of Total

Equity

GENERAL MILLS, INC. AND SUBSIDIARIES

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

Quarter Ended

Aug. 24, 2025

Aug. 25, 2024

Amount

Total equity,

beginning balance

9,211.2

9,648.5

Common stock,

billion shares authorized, $

0.10

par value

754.6

75.5

754.6

75.5

Additional paid-in capital:

Beginning balance

1,218.8

1,227.0

Stock compensation plans

(11.0)

(5.2)

Unearned compensation related to stock unit awards

(65.5)

(77.1)

Earned compensation

14.8

19.9

Shares purchased

(50.0)

Ending balance

1,107.1

1,164.6

Retained earnings:

Beginning balance

21,917.8

20,971.8

Net earnings attributable to General Mills

1,204.2

579.9

Cash dividends declared ($

0.61

and $

0.60

per share)

(330.9)

(337.8)

Ending balance

22,791.1

21,213.9

Common stock in treasury:

Beginning balance

(212.2)

(11,467.9)

(195.5)

(10,357.9)

Shares purchased, including excise tax of $

4.0

and

2.2

million

(8.7)

(454.0)

(4.5)

(302.2)

Stock compensation plans

1.0

55.3

1.2

58.2

Ending balance

(219.9)

(11,866.6)

(198.8)

(10,601.9)

Accumulated other comprehensive loss:

Beginning balance

(2,545.0)

(2,519.7)

Comprehensive loss

(55.5)

(56.8)

Ending balance

(2,600.5)

(2,576.5)

Noncontrolling interests:

Beginning balance

12.0

251.8

Comprehensive income

0.3

4.2

Distributions to noncontrolling interest holders

(5.0)

Ending balance

12.3

251.0

Total equity,

ending balance

9,518.9

9,526.6

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

Quarter Ended

Aug. 24, 2025

Aug. 25, 2024

Cash Flows - Operating Activities

Net earnings, including (loss) earnings attributable to noncontrolling

interests

1,204.0

583.6

Adjustments to reconcile net earnings to net cash provided by operating

activities:

Depreciation and amortization

138.7

139.6

After-tax earnings from joint ventures

(6.8)

(19.2)

Distributions of earnings from joint ventures

26.9

23.1

Stock-based compensation

15.1

20.3

Deferred income taxes

10.0

16.2

Pension and other postretirement benefit plan contributions

(5.2)

(7.5)

Pension and other postretirement benefit plan costs

(6.7)

(3.2)

Divestitures gain

(1,054.4)

Restructuring, transformation, impairment, and other exit costs

(2.7)

0.2

Changes in current assets and liabilities, excluding the effects of

acquisitions and divestitures

58.8

(107.6)

Other, net

19.3

(21.3)

Net cash provided by operating activities

397.0

624.2

Cash Flows - Investing Activities

Purchases of land, buildings, and equipment

(109.5)

(140.3)

Acquisition, net of cash acquired

(7.7)

Proceeds from divestitures

1,803.4

Proceeds from disposal of land, buildings, and equipment

2.8

0.6

Other, net

(1.9)

(0.6)

Net cash provided by (used by) investing activities

1,694.8

(148.0)

Cash Flows - Financing Activities

Change in notes payable

(654.8)

238.0

Proceeds from common stock issued on exercised options

0.2

9.4

Purchases of common stock for treasury

(500.0)

(300.0)

Dividends paid

(330.9)

(337.8)

Distributions to noncontrolling interest holders

(5.0)

Other, net

(21.7)

(34.0)

Net cash used by financing activities

(1,507.2)

(429.4)

Effect of exchange rate changes on cash and cash equivalents

4.4

3.3

Increase in cash and cash equivalents

589.0

50.1

Cash and cash equivalents - beginning of year

363.9

418.0

Cash and cash equivalents - end of period

952.9

468.1

Cash Flows from changes in current assets and liabilities, excluding

the effects of

acquisitions and divestitures:

Receivables

0.9

(145.6)

Inventories

(135.2)

(95.7)

Prepaid expenses and other current assets

36.6

59.7

Accounts payable

(252.5)

(76.4)

Other current liabilities

409.0

150.4

Changes in current assets and liabilities

58.8

(107.6)

See accompanying notes to consolidated financial statements.

GENERAL MILLS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(Unaudited)

(1) Background

The accompanying

Consolidated Financial

Statements of

General Mills,

Inc. (we,

us, our,

General Mills,

or the Company)

have been

prepared in

accordance with

accounting principles

generally accepted

in the

United States

(GAAP) for

interim financial

information

and with

the rules

and regulations

for reporting

on Form

10-Q. Accordingly,

they do

not include

certain information

and disclosures

required

for

comprehensive

financial

statements.

the

opinion

management,

all

adjustments

considered

necessary

for

fair

presentation

have

been

included

and

are

normal

recurring

nature,

including

the

elimination

all

intercompany

transactions.

Operating results for the fiscal quarter ended August

24, 2025, are not necessarily indicative of the results that may

be expected for the

fiscal year ending May 31, 2026.

These

statements

should

read

conjunction

with

the

Consolidated

Financial

Statements

and

footnotes

included

our

Annual

Report on Form

10-K for the fiscal

year ended May

25, 2025. The

accounting policies used

in preparing these

Consolidated Financial

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

Statements in that Form 10-K.

Certain

reclassifications

our

previously

reported

financial

information

have

been

made

conform

the

current

period

presentation.

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

below.

(2) Acquisition and Divestitures

During

the

first

quarter

fiscal

2026,

completed

the

sale

our

United

States

yogurt

business

Groupe

Lactalis

S.A.

and

recorded a pre-tax gain of $

1,046.5

million.

During the

third quarter

of fiscal

2025, we

completed the

sale of

our Canada

yogurt business

to Sodiaal

International and

recorded a

pre-tax

gain

of $

95.9

million.

the first

quarter of

fiscal

2026,

recorded

sale price

adjustment

that resulted

in a

7.9

million

increase to the pre-tax gain.

During

the

third

quarter

fiscal

2025,

acquired

Pet

Holding,

Inc.,

representing

Whitebridge

Pet

Brands’

North

American

premium cat feeding

and pet treating

business, for a

purchase price of

1.4

billion (Whitebridge Pet

Brands acquisition). We

financed

the transaction

with cash

on hand

and new

debt. We

consolidated Whitebridge

Pet Brands

into our

Consolidated Balance

Sheets and

recorded goodwill of

1,086.7

million, an indefinite-lived

intangible asset for

the

Tiki Pets

brand totaling $

289.0

million, and a finite-

lived customer

relationship asset

of $

31.0

million. The

goodwill is

included in

the North

America Pet

segment and

is not

deductible

for tax purposes.

The pro forma

effects of

this acquisition

were not material.

have conducted

a preliminary

assessment of

the fair

value

of the

acquired

assets and

liabilities of

the business

and

we are

continuing our

review of

these items

during

the measurement

period.

new

information

is obtained

about

facts

and

circumstances

that

existed

the

acquisition

date,

the

acquisition

accounting

will

revised

reflect

the

resulting

adjustments

current

estimates

those

items.

The

consolidated

results

are

reported

our

North America Pet operating segment on a one-month lag.

(3) Restructuring, Transformation, Impairment,

and Other Exit Costs

In the first quarter

of fiscal 2026, we

did not undertake

any new restructuring

or transformation actions.

recorded $

18.3

million of

restructuring and transformation

charges in the

first quarter of fiscal

2026 and $

2.9

million of restructuring

charges in the

first quarter

of fiscal 2025 related to actions previously announced. We

expect these actions to be completed by the end of fiscal 2028.

paid net

21.0

million of

cash in

the first

quarter of

fiscal 2026,

related to

restructuring and

transformation actions.

paid net

2.7

million of cash in the same period of fiscal 2025.

Restructuring, transformation, and impairment charges

are recorded in our Consolidated Statements of Earnings as follows:

Quarter Ended

In Millions

Aug. 24, 2025

Aug. 25, 2024

Restructuring, transformation, impairment, and other exit costs

16.3

2.2

Cost of sales

2.0

0.7

Total restructuring,

transformation, and impairment charges

18.3

2.9

The roll forward of our restructuring, transformation, and other

exit cost reserves, included in other current liabilities, is as follows:

In Millions

Total

Reserve balance as of May 25, 2025

77.1

Fiscal 2026 charges, including foreign currency translation

0.6

Utilized in fiscal 2026

(8.4)

Reserve balance as of Aug. 24, 2025

69.3

The restructuring,

transformation, and

other exit

cost reserves

balance as

of August

24, 2025,

is primarily

related to

severance costs.

The charges

recognized in

the roll

forward of

our reserves

for restructuring,

transformation, and

other exit

costs do

not include

items

charged

directly

expense

(e.g.,

asset

impairment

charges,

the

gain

loss

the

sale

restructured

assets,

and

the

write-off

spare parts)

and other

periodic exit

costs recognized

as incurred,

as those

items are

not reflected

in our

restructuring, transformation,

and other exit cost reserves on our Consolidated Balance Sheets.

(4) Goodwill and Other Intangible Assets

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

In Millions

Aug. 24, 2025

May 25, 2025

Goodwill

15,660.2

15,622.4

Other intangible assets:

Intangible assets not subject to amortization:

Brands and other indefinite-lived intangibles

6,827.2

6,816.7

Intangible assets subject to amortization:

Customer relationships and other finite-lived intangibles

421.9

420.9

Less accumulated amortization

(161.8)

(156.2)

Intangible assets subject to amortization, net

260.1

264.7

Other intangible assets

7,087.3

7,081.4

Total

22,747.5

22,703.8

Based on

the carrying

value of

finite-lived intangible

assets as

of August

24, 2025,

annual amortization

expense for

each of

the next

five fiscal years is estimated to be approximately $

million.

The changes in the carrying amount of goodwill during the first quarter of fiscal 2026

were as follows:

In Millions

North

America

Retail

North

America

Pet

North

America

Foodservice

International

(a)

Corporate and

Joint Ventures

Total

Balance as of May 25, 2025

6,323.5

7,149.5

755.5

951.7

442.2

15,622.4

Other activity, primarily

foreign currency translation

(0.7)

(0.1)

25.6

13.0

37.8

Balance as of Aug. 24, 2025

6,322.8

7,149.5

755.4

977.3

455.2

15,660.2

(a)

The carrying amounts of goodwill within the International segment as of

May 25, 2025, and August 24, 2025, were net of

accumulated impairment losses of $

117.1

million. For additional information, see Note 6 to the Consolidated Financial

Statements included in our Annual Report on Form 10-K for the fiscal year

ended May 25, 2025.

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

of fiscal 2026 were as follows:

In Millions

Total

Balance as of May 25, 2025

7,081.4

Other activity, primarily

foreign currency translation and amortization

5.9

Balance as of Aug. 24, 2025

7,087.3

Our

annual

goodwill

and

indefinite-lived

intangible

assets

impairment

test

was

performed

the

first

day

the

second

quarter

fiscal

2025,

and

determined

there

was

impairment

our

intangible

assets

their

fair

values

were

substantially

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

decreasing

coverage. We will continue

to monitor these businesses for potential impairment.

(5) Inventories

The components of inventories were as follows:

In Millions

Aug. 24, 2025

May 25, 2025

Finished goods

2,068.0

1,883.9

Raw materials and packaging

496.0

460.0

Grain

77.8

112.5

Excess of FIFO over LIFO cost

(590.3)

(545.6)

Total

2,051.5

1,910.8

(6) Risk Management Activities

Many commodities we

use in the

production and distribution

of our products

are exposed to

market price risks.

utilize derivatives

to manage price risk for our principal

ingredients and energy costs, including

grains (oats, wheat, and corn), oils

(principally soybean),

dairy products, natural

gas, and diesel fuel.

Our primary objective

when entering into

these derivative contracts

is to achieve

certainty

with

regard

the

future

price

commodities

purchased

for

use

our

supply

chain.

manage

our

exposures

through

combination of purchase orders, long-term

contracts with suppliers, exchange-traded

futures and options, and over-the-counter

options

and swaps.

offset

our exposures

based on

current and

projected market

conditions and

generally seek

to acquire

the inputs

at as

close as possible to or below our planned cost.

use derivatives

to manage

our exposure

to changes

in commodity

prices. We

do not

perform the

assessments required

to achieve

hedge accounting for

commodity derivative positions.

Accordingly,

the changes in

the values of

these derivatives are

recorded in

cost

of sales in our Consolidated Statements of Earnings.

Although we do

not meet the

criteria for

cash flow hedge

accounting, we believe

that these instruments

are effective

in achieving our

objective of providing certainty

in the future price of commodities purchased

for use in our supply chain.

Accordingly, for

purposes of

measuring

segment

operating

performance,

these

gains

and

losses

are

reported

unallocated

corporate

items

outside

segment

operating results

until such time

that the exposure

we are managing

affects earnings.

At that time,

we reclassify

the gain or

loss from

unallocated

corporate

items

segment

operating

profit,

allowing

our

operating

segments

realize

the

economic

effects

the

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

which remains in unallocated corporate items.

Unallocated corporate items for the quarters ended August 24, 2025, and

August 25, 2024, included:

Quarter Ended

In Millions

Aug. 24, 2025

Aug. 25, 2024

Net loss on mark-to-market valuation of certain

commodity positions

(0.5)

(37.7)

Net (gain) loss on commodity positions reclassified from

unallocated corporate items to segment operating profit

(1.4)

17.2

Net mark-to-market revaluation of certain grain inventories

(6.6)

(8.3)

Net mark-to-market valuation of certain commodity

positions recognized in unallocated corporate items

(8.5)

(28.8)

August

24,

2025,

the

net

notional

value

commodity

derivatives

was

139.2

million,

which

70.3

million

agricultural inputs and

68.9

million related to

energy inputs. These

contracts relate to

inputs that generally

will be utilized

within the

months.

also have

net investments

in foreign

subsidiaries that

are denominated

in euros.

As of

August 24,

2025, we

hedged a

portion of

these investments with €

4,743.7

million of euro-denominated bonds.

The

fair

values

the

derivative

positions

used

our

risk

management

activities

and

other

assets

recorded

fair

value

were

not

material as of

August 24, 2025,

and were Level

1 or Level

2 assets and

liabilities in the

fair value

hierarchy.

did not significantly

change our valuation techniques from prior periods.

offer

certain

suppliers

access

third-party

services

that

allow

them

view

our

scheduled

payments

online.

The

third-party

services also

allow suppliers

to finance

advances on

our scheduled

payments at

the sole

discretion of

the supplier

and the third

party.

have no

economic interest

in these

financing arrangements

and no

direct relationship

with the

suppliers, the

third parties,

or any

financial institutions

concerning these

services, including

not providing

any form

of guarantee

and not

pledging assets

as security

the third

parties or

financial institutions.

All of

our accounts

payable remain

as obligations

to our

suppliers as

stated in

our supplier

agreements. As

of August

24, 2025,

1,332.2

million of

our total

accounts payable

were payable

to suppliers

who utilize

these third-

party services.

As of

May 25,

2025, $

1,427.5

million of

our total

accounts payable

were payable

to suppliers

who utilize

these third-

party services.

(7) Debt

The components of notes payable and their respective weighted-average

interest rates were as follows:

Aug. 24, 2025

May 25, 2025

In Millions

Notes Payable

Weighted-

Average

Interest Rate

Notes Payable

Weighted-

Average

Interest Rate

U.S. commercial paper

669.4

4.5

Financial institutions

22.1

6.0

7.6

5.8

Total

22.1

6.0

677.0

4.5

To ensure availability

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

available to us in the United States

and Europe.

The following table details the credit facilities and lines of credit we had available

as of August 24, 2025:

In Millions

Borrowing

Capacity

Borrowed

Amount

Committed credit facility expiring October 2029

2,700.0

Uncommitted credit facilities and lines of credit

774.8

22.1

Total

3,474.8

22.1

The

credit

facilities

contain

covenants,

including

requirement

maintain

fixed

charge

coverage

ratio

least

2.5

times.

were in compliance with all credit facility covenants as of August 24, 2025.

Long-Term

Debt

The

fair

values

and

carrying

amounts

long-term

debt,

including

the

current

portion,

were

13,991.3

and

14,384.9

million,

respectively,

August

24,

2025.

The

fair

value

long-term

debt

was

estimated

using

market

quotations

and

discounted

cash

flows based

on our

current incremental

borrowing rates

for similar

types of

instruments. Long

-term debt

is a

Level 2

liability in

the

fair value hierarchy.

the

fourth

quarter

fiscal

2025,

issued

€

750.0

million

3.6

percent

fixed-rate

notes

due

April 17, 2032

used

the

net

proceeds

repay

800.0

million

4.0

percent

fixed-rate

notes

due

April 17, 2025

and

portion

our

outstanding

commercial

paper, as well as for general corporate purposes.

In the third

quarter of fiscal 2025,

we repaid $

500.0

million of

5.241

percent fixed-rate notes

due

November 18, 2025

, using proceeds

from the issuance of commercial paper.

In the second quarter of

fiscal 2025, we issued $

750.0

million of

4.875

percent fixed-rate notes due

January 30, 2030

. We

used the net

proceeds to fund the Whitebridge Pet Brands acquisition.

In the second

quarter of fiscal

2025, we issued

750.0

million of

5.25

percent fixed-rate notes

due

January 30, 2035

. We

used the net

proceeds to fund the Whitebridge Pet Brands acquisition.

In the

second quarter

of fiscal

2025, we

issued €

250.0

million of

floating-rate notes

due

April 22, 2026

. We

used the

net proceeds

repay €

250.0

million of floating-rate notes due

November 8, 2024

In the

second quarter

of fiscal

2025, we

issued €

500.0

million of

floating-rate notes

due

October 22, 2026

. We

used the

net proceeds

to repay €

500.0

million of floating-rate notes due

November 8, 2024

Certain

our

long-term

debt

agreements

contain

restrictive

covenants.

As of August 24, 2025, we were in compliance with all of

these covenants.

(8) Noncontrolling Interests

During

the

fourth

quarter

fiscal

2025,

purchased

the

outstanding

General

Mills

Cereals,

LLC

(GMC)

Class

limited

membership interests (GMC Class

A Interests) from the

third-party holder for $

252.8

million. The GMC Class A Interests

represented

our

principal

noncontrolling

interest. The

third-party

holder of

the GMC

Class A

Interests received

quarterly

preferred distributions

from

available

net

income

based

the

application

floating

preferred

return

rate

the

holder’s

capital

account

balance

established in the most recent

mark-to-market valuation. On June

1, 2024, the floating

preferred return rate was reset

to the sum of the

three-month Term SOFR

plus

261

basis points.

(9) Stockholders’ Equity

The following tables provide details of total comprehensive income:

Quarter Ended

Aug. 24, 2025

Aug. 25, 2024

General Mills

Noncontrolling

Interests

General Mills

Noncontrolling

Interests

In Millions

Pretax

Tax

Net

Pretax

Tax

Net

Net earnings, including (loss) earnings

attributable to noncontrolling interests

1,204.2

(0.2)

579.9

3.7

Other comprehensive (loss) income:

Foreign currency translation

(104.1)

38.9

(65.2)

0.5

(93.9)

31.5

(62.4)

0.5

Net actuarial loss

(7.5)

Other fair value changes:

Hedge derivatives

6.2

(1.2)

5.0

(7.5)

1.5

(6.0)

Reclassification to earnings:

Hedge derivatives (a)

0.9

(0.1)

0.8

(0.4)

0.4

Amortization of losses and

prior service costs (b)

14.6

(3.2)

11.4

14.5

(2.9)

11.6

Other comprehensive (loss) income

(89.9)

34.4

(55.5)

0.5

(87.3)

30.5

(56.8)

0.5

Total comprehensive income

1,148.7

0.3

523.1

4.2

(a)

Loss (gain)

reclassified from

AOCI into

earnings is

reported in

interest, net

for interest

rate swaps

and in

cost of

sales and

selling, general,

and administrative

(SG&A) expenses for foreign exchange contracts.

(b)

Loss reclassified from AOCI into earnings is reported in

benefit plan non-service income.

Accumulated other comprehensive loss balances, net of tax effects,

were as follows:

In Millions

Aug. 24, 2025

May 25, 2025

Foreign currency translation adjustments

(941.9)

(876.7)

Unrealized loss from hedge derivatives

(1.6)

(7.4)

Pension, other postretirement, and postemployment benefits:

Net actuarial loss

(1,718.9)

(1,726.8)

Prior service credits

61.9

65.9

Accumulated other comprehensive loss

(2,600.5)

(2,545.0)

(10) Stock Plans

have various

stock-based compensation

programs under

which awards,

including stock

options, restricted

stock, restricted

stock

units, and performance

awards, may be granted

to employees and non-employee

directors. These programs

and related accounting

are

described in Note

12 to the

Consolidated Financial

Statements included

in our Annual

Report on Form

10-K for the

fiscal year ended

May 25, 2025.

Compensation expense related to stock-based payments recognized

in the Consolidated Statements of Earnings was as follows:

Quarter Ended

In Millions

Aug. 24, 2025

Aug. 25, 2024

Compensation expense related to stock-based payments

15.1

20.3

(Shortfall) windfall

tax impacts

of stock-based

payments in

income tax

expense in

our Consolidated

Statements of

Earnings were

follows:

Quarter Ended

In Millions

Aug. 24, 2025

Aug. 25, 2024

(Shortfall) windfall tax impacts of stock-based payments

(1.5)

2.8

August

24,

2025,

unrecognized

compensation

expense

non-vested

stock

options,

restricted

stock

units,

and

performance share units was $

181.6

million. This expense will be recognized over

months on average.

Net cash proceeds from the exercise of stock options

less shares used for withholding taxes and the intrinsic

value of options exercised

were as follows:

Quarter Ended

In Millions

Aug. 24, 2025

Aug. 25, 2024

Net cash proceeds

0.2

9.4

Intrinsic value of options exercised

1.9

estimate the

fair value

of each

option on

the grant

date using

a Black-Scholes

option-pricing

model, which

requires us

to make

predictive assumptions

regarding future

stock price volatility,

employee exercise

behavior, dividend

yield, and

the forfeiture

rate. We

estimate our future

stock price volatility

using the historical

volatility over

the expected term

of the option,

excluding time

periods of

volatility we believe a marketplace participant would

exclude in estimating our stock price volatility.

We also have

considered, but did

not use, implied

volatility in our estimate,

because trading activity in

options on our stock,

especially those with

tenors of greater than

6 months, is

insufficient to

provide a reliable

measure of expected

volatility.

Our method of

selecting the other

valuation assumptions

explained

Note

the

Consolidated

Financial

Statements

included

our

Annual

Report

Form

10-K

for

the

fiscal

year

ended May 25, 2025.

The

estimated

fair

values

stock

options

granted

and

the

assumptions

used

for

the

Black-Scholes

option-pricing

model

were

follows:

Quarter Ended

Aug. 24, 2025

Aug. 25, 2024

Estimated fair values of stock options granted

9.45

13.20

Assumptions:

Risk-free interest rate

4.2

4.5

Expected term

8.0

years

8.5

years

Expected volatility

22.3

21.6

Dividend yield

4.7

3.8

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

the period was as follows:

Quarter Ended

In Millions

Aug. 24, 2025

Aug. 25, 2024

Total grant date fair

value

98.6

90.8

(11) Earnings Per Share

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

Quarter Ended

In Millions, Except per Share Data

Aug. 24, 2025

Aug. 25, 2024

Net earnings attributable to General Mills

1,204.2

579.9

Average number

of common shares – basic EPS

541.3

560.5

Incremental share effect from: (a)

Stock options

0.2

1.5

Restricted stock units and performance share units

1.0

1.8

Average number

of common shares – diluted EPS

542.5

563.8

Earnings per share – basic

2.22

1.03

Earnings per share – diluted

2.22

1.03

(a)

Incremental

from

stock

options,

restricted

stock

units,

and

performance

units

are

computed

the

treasury

stock

method. Stock options, restricted

stock units, and performance

share units excluded from

our computation of diluted

EPS because

they were not dilutive were as follows:

Quarter Ended

In Millions

Aug. 24, 2025

Aug. 25, 2024

Anti-dilutive stock options, restricted stock units, and

performance share units

11.6

4.4

(12) Share Repurchases

Share repurchases were as follows:

Quarter Ended

In Millions

Aug. 24, 2025

Aug. 25, 2024

Shares of common stock

8.7

4.5

Aggregate purchase price

454.0

302.2

In the

first quarter

of fiscal

2026, we

entered into

two accelerated

share repurchase

(ASR) agreements

with an

unrelated

third-party

financial

institution

repurchase

aggregate

500.0

million

our

common

stock.

paid

aggregate

500.0

million and received

an initial delivery

7.5

million shares of

our common stock

based on the

closing price of our

common stock on

July

2025.

The value

of the

initial

delivered

under

the

ASR agreements

represented

percent

the

aggregate

purchase

price, with

a fair

value of

400.0

million. The

ASR agreements

were funded

with proceeds

from the

sale of

the United

States yogurt

business.

The

first

ASR

agreement

was

settled

August

2025,

with

final

delivery

1.2

million

additional

shares.

The

final

average

purchase price for the first ASR agreement was $

50.41

per share, not including costs of execution or excise tax.

The

unsettled

balance

50.0

million

August

24,

2025,

the

second

ASR

agreement

included

reduction

additional

paid-in

capital

our

Consolidated

Balance

Sheets.

The

amount

was

settled

subsequent

the

end

the

first

quarter

fiscal 2026, with a final delivery of

1.3

million shares. The final average purchase price for the second

ASR agreement was $

49.45

per

share, not including costs

of execution or excise

tax. The total number

of shares ultimately purchased

and the price paid per

share was

determined upon

final settlement

based on

the daily

volume-weighted

average price

of our

common stock

over the

term of

the ASR

agreement, less a discount, and subject to customary adjustments pursuant

to the terms and conditions of the ASR agreement.

The delivery

8.7

million shares of

our common stock

during the first

quarter of fiscal

2026 under the

ASR agreements reduced

the

outstanding

shares used

to determine

our weighted

average shares

outstanding

for purposes

of calculating

basic and

diluted EPS

for

the first

quarter of

fiscal 2026.

have also

evaluated,

as of

August 24,

2025, the

second ASR

agreement for

the potential

dilutive

effects

of the

shares remaining

to be

received upon

settlement, and

determined

that the

additional shares

would be

anti-dilutive

and

therefore were not included in our diluted EPS calculation for the first

quarter of fiscal 2026.

(13) Statements of Cash Flows

Our Consolidated Statements of Cash Flows include the following:

Quarter Ended

In Millions

Aug. 24, 2025

Aug. 25, 2024

Net cash interest payments

125.9

83.7

Net income tax payments

24.8

18.7

(14) Retirement and Postemployment Benefits

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

Defined Benefit

Pension Plans

Other Postretirement

Benefit Plans

Postemployment

Benefit Plans

Quarter Ended

In Millions

Aug. 24,

2025

Aug. 25,

2024

Aug. 24,

2025

Aug. 25,

2024

Aug. 24,

2025

Aug. 25,

2024

Service cost

10.5

13.0

0.6

1.1

1.7

1.8

Interest cost

72.9

76.7

4.2

5.3

0.9

1.0

Expected return on plan assets

(101.3)

(105.0)

(8.4)

(9.0)

Amortization of losses (gains)

26.3

25.1

(6.5)

(5.2)

0.1

Amortization of prior service costs (credits)

0.3

(5.3)

(5.5)

(0.3)

Other adjustments

2.0

2.6

Net expense (income)

8.7

10.1

(15.4)

(13.3)

4.4

5.2

(15) Income Taxes

On July 4,

2025, legislation known

as the One

Big Beautiful Bill

Act (OBBBA)

was signed

into law.

The OBBBA makes

changes to

the

United

States

corporate

income

tax

system,

including,

among

other

provisions,

the

immediate

expensing

research

and

development expenditures,

and 100 percent

bonus depreciation on

qualified property.

The impacts of

the OBBBA are

reflected in our

results for

the quarter

ended August

24, 2025,

and there

was no

material impact

to our

income tax

expense. As

of the

quarter ended

August 24,

2025, we

expect certain

provisions of

the OBBBA

will change

the timing

of cash

tax payments

in the

current fiscal

year

and future periods.

December

2021,

the

Organization

for

Economic

Cooperation

and

Development

(OECD)

established

framework,

referred

Pillar

designed

ensure

large

multinational

enterprises

pay

minimum

percent

level

tax

the

income

arising

each

jurisdiction

which

they

operate.

Numerous

countries

have

already

enacted

the

OECD

model

rules

effective

for

taxable

years

beginning

after

December

31,

2023,

which

for

was

fiscal

2025.

There

was

material

impact

our

consolidated

financial

statements.

Several

other

countries

have

enacted

drafted

legislation

that

not

yet

effective

for

us,

and

not

expect

this

legislation

have

material

impact

our

consolidated

financial

statements.

will

continue

to monitor

for

new

legislation

and

guidance and evaluate potential impact on our consolidated financial

statements.

During the

second quarter

of fiscal

2024, we

received a

notice of

proposed adjustment

from the

Internal Revenue

Service associated

with a capital loss

from fiscal 2019.

believe that we

have meritorious defenses

against this assessment

and will vigorously

defend

our

position. We

not

expect

the

resolution

the

proposed

adjustment

have

material

impact

our

financial

position

liquidity.

(16) Business Segment and Geographic Information

operate

the

packaged

foods

industry.

Our

operating

segments

are

follows:

North

America

Retail,

International,

North

America Pet, and North America Foodservice.

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 include

ready-to-eat cereals,

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.

Our

International

operating

segment

consists

retail

and

foodservice

businesses

outside

the

United

States

and

Canada.

Our

product categories include super-premium

ice cream and frozen desserts, meal kits, salty snacks,

snack bars, dessert and baking mixes,

shelf-stable

vegetables,

and

pet

food

products.

also

sell

super-premium

ice

cream

and

frozen

desserts

directly

consumers

through owned

retail shops. Our

International segment

also includes products

manufactured in

the United States

for export, mainly

Caribbean and Latin American markets, as well as products we

manufacture for sale to our international joint ventures. Revenues

from

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

is located.

Our North

America Pet

operating segment

includes pet

food products

sold primarily

in the

United States

and Canada

in national

pet

superstore

chains,

e-commerce

retailers,

grocery

stores,

regional

pet

store

chains,

mass

merchandisers,

and

veterinary

clinics

and

hospitals.

Our

product

categories

include

dog

and

cat

food

(dry

foods,

wet

foods,

and

treats)

made

with

whole

meats,

fruits,

vegetables,

and other

high-quality

natural

ingredients.

Our tailored

pet product

offerings

address

specific dietary,

lifestyle,

and

life-

stage needs

and span

different product

types, diet

types, breed

sizes for

dogs, life-stages,

flavors, product

functions,

and textures

and

cuts for wet foods.

Our

North

America

Foodservice

segment

consists

foodservice

businesses

the

United

States

and

Canada.

Our

major

product

categories

our

North

America

Foodservice

operating

segment

are

ready-to-eat

cereals,

snacks,

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

our

customers.

sell

distributors

and

operators

many

customer

channels

including

foodservice,

vending,

and

supermarket bakeries.

Our chief

operating decision

maker (CODM)

is the

Chairman of

the Board

and Chief

Executive Officer.

The CODM

predominantly

uses

segment

operating

profit

the

annual

planning

process

which

includes

segment

operating

profit

performance

targets.

The

CODM assesses

progress

against performance

targets

by comparing

segment

operating profit

actual-to-plan

variances on

a monthly

basis. The performance assessment

completed by the CODM is used

to determine whether resource

allocations require adjustment and

contributes to the determination of incentive compensation.

Operating

profit

for

these

segments

excludes

unallocated

corporate

items,

gain

loss

divestitures,

and

restructuring,

transformation,

impairment,

and

other

exit

costs.

Results

from

certain

businesses

managed

our

Strategic

Growth

Office

are

included within corporate and other net

sales and unallocated corporate items

within operating profit. Unallocated corporate

items also

include

corporate

overhead

expenses,

variances

planned

North

American

employee

benefits

and

incentives,

certain

charitable

contributions, restructuring

initiative project-related

costs, gains and

losses on corporate

investments, and

other items that

are not part

of our

measurement

of segment

operating

performance.

These include

gains and

losses arising

from the

revaluation of

certain

grain

inventories

and

gains

and

losses

from

mark-to-market

valuation

certain

commodity

positions

until

passed

back

our

operating

segments.

These items

affecting

operating profit

are centrally

managed

at the

corporate level

and

are excluded

from the

measure

segment

profitability

reviewed by

executive

management.

Under

our

supply chain

organization,

our

manufacturing,

warehouse,

and

distribution activities

are substantially

integrated across

our operations

in order

to maximize

efficiency

and productivity.

As a

result,

fixed assets and depreciation and amortization expenses are neither maintained

nor available by operating segment.

Our operating segment results were as follows:

Quarter Ended August 24, 2025

In Millions

North

America

Retail

International

North

America Pet

North

America

Foodservice

Total

Segment net sales

2,625.5

760.2

610.0

516.7

4,512.4

Corporate and other net sales

5.1

Total net sales

4,517.5

Cost of sales

1,664.5

538.8

368.6

402.3

Selling, general, and

administrative expenses

396.8

155.7

128.5

43.8

Segment operating profit

564.2

65.7

112.9

70.6

813.4

Unallocated corporate items

125.7

Divestitures gain

(1,054.4)

Restructuring, transformation,

impairment, and other

exit costs

16.3

Operating profit

1,725.8

Quarter Ended August 25, 2024

In Millions

North

America

Retail

International

North

America Pet

North

America

Foodservice

Total

Segment net sales

3,016.6

717.0

576.1

536.2

4,845.9

Corporate and other net sales

2.2

Total net sales

4,848.1

Cost of sales

1,836.4

548.3

338.1

421.1

Selling, general, and

administrative expenses

434.5

147.8

118.6

43.6

Segment operating profit

745.7

20.9

119.4

71.5

957.5

Unallocated corporate items

123.8

Restructuring, transformation,

impairment, and other

exit costs

2.2

Operating profit

831.5

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

Quarter Ended

In Millions

Aug. 24, 2025

Aug. 25, 2024

U.S. Meals & Baking Solutions

921.4

946.3

Big G Cereal & Canada (a)

866.9

1,159.8

U.S. Snacks

837.2

910.5

Total

2,625.5

3,016.6

(a)

Upon

completion

the

United

States

yogurt

business

divestiture,

the

former

U.S.

Morning

Foods

and

Canada

operating

units

were

combined

into

new

Big

Cereal

Canada

operating

unit.

Prior

period

amounts

have

been

recast

conform

the

current period presentation. This did

not result in a change

to the composition of our reportable

segments or information reviewed

by our CODM.

Net sales by class of similar products were as follows:

Quarter Ended

In Millions

Aug. 24, 2025

Aug. 25, 2024

Snacks

1,049.7

1,106.8

Cereal

767.2

793.1

Convenient meals

650.8

678.9

Pet

643.0

604.6

Dough

515.1

517.8

Baking mixes and ingredients

448.0

457.1

Super-premium ice cream

221.4

212.9

Yogurt

102.0

371.9

Other

120.3

105.0

Total

4,517.5

4,848.1

Item 2.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

INTRODUCTION

This

Management’s

Discussion

and

Analysis

Financial

Condition

and

Results

Operations

(MD&A)

should

read

conjunction

with

the

MD&A

included

our

Annual

Report

Form

10-K

for

the

fiscal

year

ended

May

25,

2025,

for

important

background

regarding,

among other

things, our

key business

drivers.

Significant

trademarks and

service marks

used in

our business

are set forth in

italics

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

“Glossary” section below.

Our key

priorities in

fiscal 2026

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.

expect

categories

and

market

performance,

plan

increase

investment

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 United

States fresh pet food

sub-category in calendar

2025. We

expect the combination

of these growth investments,

input

cost

inflation,

and

normalization

corporate

incentive

will outpace

expected

Holistic Margin

Management

cost

savings

percent

cost

goods

sold,

savings

from

our

global

transformation

initiative,

and

benefits

from

53rd

week

fiscal

2026.

addition,

expect

the

net

impact

the

divestitures

our

North

American

yogurt

businesses

and

the

Whitebridge

Pet

Brands

acquisition will reduce adjusted operating profit growth by approximately

5 points in fiscal 2026.

CONSOLIDATED

RESULTS

OF OPERATIONS

First Quarter Results

In the

first quarter

of fiscal

2026,

net sales

decreased

7 percent

including

the net

impact of

the divestitures

of our

North

American

yogurt

businesses

(Divestitures),

partially

offset

the

acquisition

Whitebridge

Pet

Brands

(Acquisition).

Organic

net

sales

decreased 3 percent

compared to the

same period last

year. Operating

profit increased 108

percent to $1,726

million, primarily driven

by a divestiture gain related to the sale of our United

States yogurt business and favorable net price realization and mix,

partially offset

by a

decrease

in contributions

from

volume growth

and higher

input costs.

Operating

profit margin

38.2 percent

increased 2,100

basis points. Adjusted

operating profit

of $711

million decreased 18

percent on a

constant-currency basis,

including the net

impact of

the Divestitures and

Acquisition, primarily driven

by a decrease in

contributions from volume

growth and higher

input costs, partially

offset by favorable

net price realization

and mix. Adjusted

operating profit margin

decreased 210 basis

points to 15.7

percent. Diluted

earnings

per

$2.22

increased

116

percent

the

first

quarter

fiscal

2026.

Adjusted

diluted

earnings

per

$0.86

decreased 20 percent on a constant-currency

basis compared to the first quarter

of fiscal 2025. See the “Non-GAAP

Measures” section

below for a description of our use of measures not defined by GAAP.

A summary of our consolidated financial results for the first quarter of

fiscal 2026 follows:

Quarter Ended Aug. 24, 2025

In millions,

except per share

Quarter Ended

Aug. 24, 2025 vs.

Aug. 25, 2024

Percent

of Net

Sales

Constant-

Currency

Growth (a)

Net sales

4,517.5

(7)

Operating profit

1,725.8

108

38.2

Net earnings attributable to General Mills

1,204.2

108

Diluted earnings per share

2.22

116

Organic net sales growth rate (a)

(3)

Adjusted operating profit (a)

711.2

(18)

15.7

(18)

Adjusted diluted earnings per share (a)

0.86

(20)

(a)

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

GAAP.

Consolidated

net sales

were as follows:

Quarter Ended

Aug. 24, 2025

Aug. 24, 2025 vs.

Aug. 25, 2024

Net sales (in millions)

4,517.5

(7)

4,848.1

Contributions from volume growth (a)

(8)

pts

Net price realization and mix

Foreign currency exchange

Flat

Note: Table may

not foot due to rounding.

(a)

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

Net sales

in the

first quarter

of fiscal

2026

decreased 7

percent compared

to the

same period

in fiscal

2025,

driven by

a decrease

contributions from volume

growth, partially offset

by favorable net

price realization

and mix, both

of which include

the net impact

the Divestitures and Acquisition.

Components of organic net sales growth are shown in the following

table:

Quarter Ended Aug. 24, 2025 vs.

Quarter Ended Aug. 25, 2024

Contributions from organic volume growth (a)

(1)

Organic net price realization and mix

(2)

pts

Organic net sales growth

(3)

pts

Foreign currency exchange

Flat

Acquisition and divestitures

(4)

pts

Net sales growth

(7)

pts

Note: Table may

not foot due to rounding.

(a)

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

Organic

net

sales

decreased

percent

the

first

quarter

fiscal

2026

compared

the

same

period

fiscal

2025,

driven

unfavorable organic net price realization and mix

and a decrease in contributions from organic volume growth.

Cost of

sales

decreased $175 million

to $2,985

million in

the first

quarter of

fiscal 2026

compared to

the same

period in

fiscal 2025.

The decrease

was primarily

driven by

a $252 million

decrease attributable

to lower volume,

partially offset

by a $97

million increase

attributable

product

rate

and

mix,

both

which

include

the

net

impact

the

Divestitures

and

Acquisition.

recorded

$8 million net increase in

cost of sales related to the

mark-to-market valuation of

certain commodity positions and

grain inventories in

the first quarter

of fiscal 202

6, compared

to a $29 million

net increase in

the first

quarter of

fiscal 2025.

also recorded

$2 million

of restructuring

charges in

cost of

sales in

the first

quarter of

fiscal 2026,

compared to

$1 million

of restructuring

charges in

cost of

sales in the same period last year (please refer to Note 3 to the Consolidated Financial Statements

in Part I, Item 1 of this report).

Selling,

general,

and

administrative

(SG&A)

expenses

decreased

$10 million

$845 million

the

first

quarter

fiscal

2026,

compared to the same period

in fiscal 2025,

primarily driven by lower

media and advertising expenses and

including the net impact of

the Divestitures

and Acquisition,

partially offset

by transaction

costs related

to the

sale of

our United

States yogurt

business.

SG&A

expenses as

a percent

of net

sales in

the first

quarter of

fiscal 2026

increased 110

basis points

compared to

the first

quarter of

fiscal

2025.

Divestitures

gain

totaled

$1,054

million

in the

first quarter

of fiscal

2026,

primarily

to the

sale of

our

United

States yogurt

business (please refer to Note 2 to the Consolidated Financial Statements in Part I, Item

1 of this report).

Restructuring, transformation, impairment,

and other exit costs

totaled $16 million in the first

quarter of fiscal 2026, compared

$2 million in the same period last year (please refer to Note 3 to the Consolidated

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

Benefit plan

non-service income

totaled $15 million

in the

first quarter

of fiscal

2026, compared

to $14 million

in the

same period

last year, primarily driven by lower interest

costs partially offset by lower expected return on plan assets.

Interest,

net

for

the

first

quarter

fiscal

2026

totaled

$133 million,

$9 million

from

the

first

quarter

fiscal

2025,

primarily

driven by higher average long-term debt levels.

The

effective tax rate

for the first quarter of fiscal

2026 was 25.6 percent compared

to 21.8 percent for the first

quarter of fiscal 2025.

The

3.8

percentage

point

increase

was

primarily

due

certain

unfavorable

tax components

the

sale of

our United

States

yogurt business,

certain nonrecurring

discrete tax benefits

in fiscal 2025,

and unfavorable earnings

mix by

jurisdiction in fiscal

2026.

Our effective

tax rate excluding

certain items affecting

comparability was 24.1

percent in the

first quarter of

fiscal 2026, compared

21.9 percent

in the

same period

last year

(see the

“Non-GAAP Measures”

section below

for a

description of

our use of

measures not

defined

by GAAP).

The 2.2

percentage

point increase

was primarily

due

to certain

nonrecurring

discrete tax

benefits

in fiscal

2025

and unfavorable earnings mix by jurisdiction in fiscal 2026.

The impacts of

the One Big

Beautiful Bill Act

(OBBBA) are reflected

in our results

for the quarter

ended August 24,

2025, and there

was no material impact to

our income tax expense. As

of the fiscal quarter ended

August 24, 2025, we expect

certain provisions of the

OBBBA

will

change

the

timing

cash

tax

payments

the

current

fiscal

year

and

future

periods.

Please

refer

Note

the

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

information.

After-tax

earnings

from

joint ventures

for

the first

quarter of

fiscal

2026

decreased

to $7

million

compared

to $19

million

in the

same period

in fiscal

2025, primarily

driven by

our share

of asset

impairment

charges

and transaction

costs related

to certain

assets

held for sale

at Cereal Partners

Worldwide

(CPW) in fiscal

2026.

On a constant-currency

basis, after-tax

earnings from joint

ventures

decreased 64 percent (see the “Non-GAAP Measures” section below for

a description of our use of measures not defined by GAAP).

The components of our joint ventures’ net sales growth are shown in the following

table:

Quarter Ended Aug. 24, 2025 vs.

Quarter Ended Aug. 25, 2024

CPW

HDJ (a)

Total

Contributions from volume growth (b)

(5)

pts

Net price realization and mix

pts

Net sales growth in constant currency

(2)

pts

(1)

Foreign currency exchange

pts

Net sales growth

Note: Table may

not foot due to rounding.

(a)

Häagen-Dazs Japan, Inc. (HDJ).

(b)

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

Average

diluted

outstanding

decreased

million

the

first

quarter

fiscal

2026

from

the

same

period

year

ago

primarily due to share repurchases.

SEGMENT OPERATING

RESULTS

Our

businesses

are

organized

into

four

operating

segments:

North

America

Retail,

International,

North

America

Pet,

and

North

America Foodservice. Please refer

to Note 16 to the

Consolidated Financial Statements in

Part I, Item 1 of

this report for a description

of our operating segments.

North America Retail Segment Results

North America Retail net sales were as follows:

Quarter Ended

Aug. 24, 2025

Aug. 24, 2025 vs

Aug. 25, 2024

Net sales (in millions)

2,625.5

(13)

3,016.6

Contributions from volume growth (a)

(16)

pts

Net price realization and mix

pts

Foreign currency exchange

Flat

Note: Table may

not foot due to rounding.

(a)

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

North

America

Retail net

sales decreased

13 percent

in the

first

quarter

fiscal

2026

compared

the

same period

fiscal

2025,

driven by

a decrease

in contributions

from volume

growth,

partially offset

by favorable

net price

realization and

mix, both

of which

include the impact from Divestitures.

The components of North America Retail organic net

sales growth are shown in the following table:

Quarter Ended

Aug. 24, 2025

Contributions from organic volume growth (a)

(1)

Organic net price realization and mix

(4)

pts

Organic net sales growth

(5)

pts

Foreign currency exchange

Flat

Divestitures (b)

(8)

pts

Net sales growth

(13)

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 the United States yogurt business in the first quarter of fiscal 2026 and the Canada

yogurt business in the third

quarter of fiscal 2025. Please refer to Note 2 to the Consolidated Financial Statements in Part I,

Item 1 of this report.

North

America

Retail organic

net sales

decreased

5 percent

in the

first quarter

of fiscal

2026 compared

to the

same period

in fiscal

2025, driven by unfavorable organic net price realization

and mix and a decrease in contributions from organic volume growth.

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

in the following table:

Quarter Ended

Aug. 24, 2025

Big G Cereal & Canada (a)

(25)

U.S. Snacks

(8)

U.S. Meals & Baking Solutions

(3)

Total

(13)

(a)

Upon

completion

the

United

States

yogurt

business

divestiture,

the

former

U.S.

Morning

Foods

and

Canada

operating

units

were

combined

into

new

Big

Cereal

Canada

operating

unit.

Please

refer

Note

the

Consolidated

Financial

Statements in Part I, Item 1 of this report.

Segment

operating

profit

decreased

percent

$564

million

the

first

quarter

fiscal

2026,

including

the

impact

from

Divestitures, compared to $746

million in the same period

in fiscal 2025,

primarily driven by a decrease

in contributions from volume

growth.

Segment operating profit

decreased 24 percent

on a constant-currency

basis in the first

quarter of fiscal

2026 compared to

the

same period in fiscal 2025 (see the “Non-GAAP Measures” section below for

our use of this measure not defined by GAAP).

International Segment Results

International net sales were as follows:

Quarter Ended

Aug. 24, 2025

Aug. 24, 2025 vs

Aug. 25, 2024

Net sales (in millions)

760.2

717.0

Contributions from volume growth (a)

(2)

pts

Net price realization and mix

pts

Foreign currency exchange

pts

Note: Table may

not foot due to rounding.

(a)

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

International

net

sales

increased

percent

the

first

quarter

fiscal

2026

compared

the

same

period

fiscal

2025,

driven

favorable

net

price

realization

and

mix

and

favorable

foreign

currency

exchange

impacts,

partially

offset

decrease

contributions from volume growth.

The components of International organic net sales growth

are shown in the following table:

Quarter Ended

Aug. 24, 2025

Contributions from organic volume growth (a)

(2)

pts

Organic net price realization and mix

pts

Organic net sales growth

pts

Foreign currency exchange

pts

Net sales growth

pts

Note: Table may

not foot due to rounding.

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

International organic net

sales increased 4 percent in

the first quarter of fiscal 2026

compared to the same period

in fiscal 2025, driven

by favorable organic net price realization and mix, partially offset

by a decrease in contributions from organic volume

growth.

Segment operating

profit increased 214

percent to $66

million in the

first quarter of

fiscal 2026, compared

to $21 million

in the same

period in fiscal

2025, primarily driven

by favorable net price

realization and mix,

partially offset by

higher SG&A expenses.

Segment

operating profit

increased 196

percent on

a constant-currency

basis in

the first

quarter of

fiscal 2026

compared to

the same

period in

fiscal 2025 (see the “Non-GAAP Measures” section below for our use

of this measure not defined by GAAP).

North America Pet Segment Results

North America Pet net sales were as follows:

Quarter Ended

Aug. 24, 2025

Aug. 24, 2025 vs

Aug. 25, 2024

Net sales (in millions)

610.0

576.1

Contributions from volume growth (a)

Net price realization and mix

pts

Foreign currency exchange

Flat

Note: Table may

not foot due to rounding.

(a)

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

North America

Pet net

sales increased

6 percent

in the first

quarter of

fiscal 2026

compared to

the same

period in

fiscal 2025,

driven

by favorable

net price

realization and

mix and

an increase

in contributions

from volume

growth, both

of which

include the

impact of

the Acquisition.

The components of North America Pet organic net sales growth are

shown in the following table:

Quarter Ended

Aug. 24, 2025

Contributions from organic volume growth (a)

(4)

pts

Organic net price realization and mix

Flat

Organic net sales growth

(5)

pts

Foreign currency exchange

Flat

Acquisition (b)

pts

Net sales growth

pts

Note: Table may

not foot due to rounding.

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

(b) Acquisition of Whitebridge Pet Brands business in fiscal 2025.

Please refer to Note 2 to the Consolidated Financial Statements in

Part I, Item 1 of this report.

North America Pet

organic net sales decreased

5 percent in the first

quarter of fiscal 2026

compared to the same

period in fiscal 2025,

driven by a decrease in contributions from organic volume

growth.

Segment

operating

profit

decreased

percent

$113

million

the

first

quarter

fiscal

2026,

including

the

impact

the

Acquisition,

compared

$119 million

the

same

period

fiscal

2025,

primarily

driven

higher

input

costs and

higher

SG&A

expenses,

partially

offset

favorable

net

price

realization

and

mix.

Segment

operating

profit

decreased

percent

constant-

currency basis

in the

first quarter

of fiscal

2026 compared

to the

same period

in fiscal

2025 (see

the “Non-GAAP

Measures” section

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

North America Foodservice Segment Results

North America Foodservice net sales were as follows:

Quarter Ended

Aug. 24, 2025

Aug. 24, 2025 vs

Aug. 25, 2024

Net sales (in millions)

516.7

(4)

536.2

Contributions from volume growth (a)

(2)

pts

Net price realization and mix

(2)

pts

Foreign currency exchange

Flat

Note: Table may

not foot due to rounding.

(a)

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

North America Foodservice net sales decreased 4 percent

in the first quarter of fiscal 2026 compared to the same

period in fiscal 2025,

driven by

a decrease

in contributions

from volume

growth and

unfavorable net

price realization

and mix,

both of

which include

the

impact from Divestitures.

The components of North America Foodservice organic

net sales growth are shown in the following table:

Quarter Ended

Aug. 24, 2025

Contributions from organic volume growth (a)

Organic net price realization and mix

Flat

Organic net sales growth

Foreign currency exchange

Flat

Divestitures (b)

(5)

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) Divestiture of the United States yogurt business in the first quarter of fiscal 2026 and the Canada

yogurt business in the third

quarter of fiscal 2025. Please refer to Note 2 to the Consolidated Financial Statements in Part

I, Item 1 of this report.

North

America

Foodservice

organic

net

sales increased

percent

in the

first

quarter

of fiscal

2026

compared

to the

same

period

fiscal 2025, driven by an increase in contributions from organic

volume growth.

Segment operating profit

decreased 1 percent

to $71 million in

the first quarter

of fiscal 2026,

including the impact

from Divestitures,

compared to $72

million in the

same period in

fiscal 2025. Segment

operating profit decreased

1 percent on

a constant-currency basis

in the

first quarter

of fiscal

2026 compared

to the

same period

in fiscal

2025 (see

the “Non-GAAP

Measures” section

below for

our

use of this measure not defined by GAAP).

UNALLOCATED

CORPORATE

ITEMS

Unallocated corporate expenses totaled

$126 million in the first quarter

of fiscal 2026, compared to

$124 million in the same period

fiscal

2025.

In the

first

quarter

fiscal

2026,

recorded

$12

million

transaction

costs related

the

sale of

our

United

States

yogurt

business.

recorded

$2 million

of restructuring

charges

in cost

of sales

in the

first quarter

fiscal 2026,

compared

to $1

million

restructuring

charges

cost

sales

the

same

period

last

year.

the

first

quarter

fiscal

2026,

recorded

million

net

increase

expense

the

mark-to-market

valuation

certain

commodity

positions

and

grain

inventories,

compared to a $29 million net increase

in expense in the same period last year.

In addition, we recorded $1 million

of integration costs

the

first

quarter

fiscal

2026

primarily

the

Acquisition,

compared

$2 million

integration

costs

during

the

same

period last year related to the acquisition of a pet food business in Europe.

LIQUIDITY

AND CAPITAL

RESOURCES

During the first quarter of

fiscal 2026,

cash provided by operations was $397 million

compared to $624 million in the same

period last

year.

The

$227

million

decrease

was

primarily

driven

$434

million

decrease

net

earnings

excluding

the

pretax

gain

Divestitures,

partially offset

by a

$166 million

change in

current assets

and liabilities.

The $166

million change

in current

assets and

liabilities was

primarily

driven by

a $259

million change

in other

current liabilities

largely

driven by

higher accrued

federal income

taxes payable in fiscal 2026,

which includes the tax expense of $277 million to be paid associated with the Divestitures

Cash provided

by investing

activities during

the first

quarter

of fiscal

2026

was $1,695

million

compared

to cash

used by

investing

activities of

$148 million

for the

same period

in fiscal

2025. In

the first

quarter of

fiscal 2026,

we completed

the sale

of our

United

States yogurt

business for

$1,798

million

cash. We

also received

an additional

$6 million

of cash

to a

sale price

adjustment

the

sale

our

Canada

yogurt

business.

addition,

during

the

first

quarter

fiscal

2026,

spent

$110

million

purchases of land, buildings, and equipment, compared to $140 million

in the same period last year.

Cash

used

financing

activities

during

the

first

quarter

fiscal

2026

was

$1,507

million

compared

$429 million

the

same

period in fiscal 2025. We

paid $500 million for purchases of

common stock for treasury in the first

quarter of fiscal 2026, compared to

$300 million in the same

period in fiscal 2025.

We had

$655 million of net debt

payments in the first quarter

of fiscal 2026, compared

to $238 million

of net debt

issuances in the

same period a

year ago. In

addition, we paid

$331 million of dividends

in the first

quarter

of fiscal 2026, compared to $338 million in the same period last year.

As of August

24, 2025, we had

$484 million of cash

and cash equivalents

in foreign jurisdictions. In

anticipation of repatriating

funds

from foreign

jurisdictions, we

record local

country withholding

taxes on

our international

earnings, as

applicable. We

may repatriate

our

cash

and

cash

equivalents

held

our

foreign

subsidiaries

without

such

funds

being

subject

further

U.S.

income

tax

liability. Earnings

prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested in

those jurisdictions.

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

lines we had available as of August 24, 2025:

In Millions

Borrowing

Capacity

Borrowed

Amount

Committed credit facility expiring October 2029

2,700.0

Uncommitted credit facilities and lines of credit

774.8

22.1

Total

3,474.8

22.1

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

August

24,

2025,

we were

compliance with all of these covenants.

We have

$2,166 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, €250

million of

floating-rate notes

due April 22,

2026, and €500

million of floating-rate

notes redeemable 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 liquidity

and capital

needs

for at least the next 12 months.

CRITICAL ACCOUNTING ESTIMATES

Our significant accounting policies are described in Note 2

to the Consolidated Financial Statements included in

our Annual Report on

Form

10-K for

the fiscal

year ended

May 25,

2025. The

accounting policies

used in

preparing our

interim fiscal

2026 Consolidated

Financial

Statements

are

the

same

those

described

our

Form

10-K.

Please

refer

Note

the

Consolidated

Financial

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

Our

critical

accounting

estimates

are

those

that

have

meaningful

impact

the

reporting

our

financial

condition

and

results

operations.

These estimates

include

our accounting

for revenue

recognition,

valuation of

long-lived

assets, intangible

assets, income

taxes,

and

defined

benefit

pension,

other

postretirement

benefit,

and

postemployment

benefit

plans.

The

assumptions

and

methodologies

used

the

determination

those

estimates

August

24,

2025,

are

the

same

those

described

our

Annual

Report on Form 10-K for the fiscal year ended May 25, 2025.

Our

annual

goodwill

and

indefinite-lived

intangible

assets

impairment

test

was

performed

the

first

day

the

second

quarter

fiscal

2025,

and

determined

there

was

impairment

our

intangible

assets

their

fair

values

were

substantially

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

decreasing

coverage.

We will continue

to monitor these businesses for potential impairment.

RECENTLY

ISSUED ACCOUNTING PRONOUNCEMENTS

In November 2024, the Financial Accounting

Standards Board (FASB

)

issued Accounting Standards Update (ASU)

2024-03 requiring

additional income

statement disclosures.

The ASU

requires the

disaggregation

of specific

categories of

expenses underlying

the line

items presented

on the

income statement.

Additionally,

the ASU

requires enhanced

disclosure of

selling expenses.

The requirements

of the ASU are effective for annual periods beginning

after December 15, 2026, and interim periods within fiscal years

beginning after

December

15,

2027.

For

us,

annual

reporting

requirements

will

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.

December

2023,

the

FASB

issued

ASU

2023-09

requiring

enhanced

income

tax

disclosures.

The

ASU

requires

disclosure

specific

categories

and

disaggregation

information

the

rate

reconciliation

table.

The

ASU

also

requires

disclosure

disaggregated

information

income

taxes

paid,

income

loss

from

continuing

operations

before

income

tax

expense

benefit, and

income tax

expense or benefit

from continuing

operations. The

requirements of

the ASU are

effective for

annual periods

beginning after December 15, 2024,

which for us is fiscal 2026.

Early adoption is permitted

and the amendments should be

applied on

a prospective

basis. Retrospective

application is

permitted. We

are in

the process

of analyzing

the impact

of the

ASU on

our related

disclosures.

NON-GAAP MEASURES

have

included

this

report

measures

financial

performance

that

are not

defined

GAAP.

believe

that

these

measures

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

communications to investors.

For each

of these

non-GAAP financial

measures, we

are providing

below a

reconciliation of

the differences

between the

non-GAAP

measure and the most

directly comparable GAAP measure,

an explanation of why

we believe the non-GAAP

measure provides useful

information to

investors, and

any additional

material purposes

for which

our management

or Board

of Directors

uses the

non-GAAP

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

in lieu of, the comparable GAAP measure.

Significant Items Impacting Comparability

Several

measures

below

are

presented

adjusted

basis.

The

adjustments

are

either

items

resulting

from

infrequently

occurring

events or items that, in management’s

judgment, significantly affect the year-to-year

assessment of operating results.

The following are descriptions of significant items impacting comparability

of our results.

Divestitures

gain

Divestitures

gain

recorded

in fiscal

2026

the

sale

our

United

States

yogurt

business

fiscal

2026

and

Canada

yogurt

business in fiscal 2025. Please refer to Note 2 to the Consolidated Financial

Statements in Part I, Item 1 of this report.

Restructuring and transformation charges

Restructuring and transformation

charges related to

previously announced actions recorded

in fiscal 2026

and fiscal 2025. Please refer

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

CPW asset impairments and transaction costs

CPW asset impairment charges and transaction costs related to certain

assets held for sale recorded in fiscal 2026.

Transaction costs

Fiscal

2026

transaction

costs

the

sale

our

United

States

yogurt

business.

Please

refer

Note

the

Consolidated

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

Mark-to-market effects

Net mark-to-market

valuation of

certain commodity

positions recognized

in unallocated

corporate items.

Please refer to

Note 6 to

the

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

Acquisition integration costs

Integration costs

related to the

Whitebridge Pet

Brands acquisition

in fiscal 2025

and the acquisition

of a pet

food business in

Europe

in fiscal 2024 recorded

in fiscal 2026

and fiscal 2025. Please refer

to Note 2 to the

Consolidated Financial Statements in

Part I, Item 1

of this report.

Investment activity,

net

Valuation

adjustments of certain corporate investments in fiscal 2026

and fiscal 2025.

Project-related costs

Restructuring initiative project-related costs related to previously

announced restructuring actions recorded in fiscal 2025.

Organic Net Sales Growth Rates

provide organic

net sales

growth rates

for our

consolidated net

sales and

segment net

sales. This

measure is

used in

reporting to

our

Board

Directors

and

executive

management

and

component

the

measurement

our

performance

for

incentive

compensation purposes.

believe that

organic net

sales growth

rates provide

useful information

to investors

because they

provide

transparency

underlying

performance

our

net

sales

excluding

the

effect

that

foreign

currency

exchange

rate

fluctuations,

acquisitions, divestitures,

and a 53

week, when applicable,

have on year-to-year comparability.

A reconciliation of

these measures to

reported net

sales growth

rates, the

relevant GAAP

measures, are

included in

our Consolidated

Results of

Operations and

Results of

Segment Operations discussions in the MD&A above.

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

Profit Margin)

We believe

this measure provides useful information

to investors because it is important

for assessing our operating profit margin

on a

comparable basis.

Our adjusted operating profit margins are calculated as follows:

Quarter Ended

Aug. 24, 2025

Aug. 25, 2024

In Millions

Value

Percent of

Net Sales

Value

Percent of

Net Sales

Operating profit as reported

1,725.8

38.2

831.5

17.2

Divestitures gain

(1,054.4)

(23.3)

Restructuring and transformation charges

18.3

0.4

2.9

0.1

Transaction costs

11.8

0.3

Mark-to-market effects

8.5

0.2

28.8

0.6

Acquisition integration costs

1.4

1.6

Investment activity, net

(0.2)

0.4

Project-related costs

0.1

Adjusted operating profit

711.2

15.7

865.3

17.8

Note: Table may not foot due to rounding.

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

Adjusted Operating Profit and Related Constant-currency Growth Rate

This measure is used in reporting

to our Board of Directors and

executive management and as a

component of the measurement of

our

performance for

incentive compensation purposes.

believe that

this measure provides

useful information

to investors because

it is

the

operating

profit

measure

use

evaluate

operating

profit

performance

comparable

year-to-year

basis.

Additionally,

the

measure

evaluated

constant-currency

basis

excluding

the

effect

that

foreign

currency

exchange

rate

fluctuations

have

year-to-year comparability given the volatility in foreign

currency exchange rates.

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

as follows:

Quarter Ended

Aug. 24, 2025

Aug. 25, 2024

Change

Operating profit as reported

1,725.8

831.5

108

Divestitures gain

(1,054.4)

Restructuring and transformation charges

18.3

2.9

Transaction costs

11.8

Mark-to-market effects

8.5

28.8

Acquisition integration costs

1.4

1.6

Investment activity, net

(0.2)

0.4

Project-related costs

0.1

Adjusted operating profit

711.2

865.3

(18)

Foreign currency exchange impact

Flat

Adjusted operating profit growth, on a constant-currency basis

(18)

Note: Table may not foot due to rounding.

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

Adjusted Diluted EPS and Related Constant-currency Growth Rate

This measure

is used in

reporting to

our Board of

Directors and executive

management. We

believe that

this measure provides

useful

information to

investors because it

is the profitability

measure we use

to evaluate earnings

performance on

a comparable year-to-year

basis.

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

EPS and the related constant-currency growth rates follows:

Quarter Ended

Per Share Data

Aug. 24, 2025

Aug. 25, 2024

Change

Diluted earnings per share, as reported

2.22

1.03

116

Divestitures gain

(1.43)

Restructuring and transformation charges

0.03

CPW asset impairments and transaction costs

0.02

Transaction costs

0.02

Mark-to-market effects

0.01

0.04

Adjusted diluted earnings per share

0.86

1.07

(20)

Foreign currency exchange impact

Flat

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

(20)

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.

Constant-currency After-tax Earnings from Joint Ventures

Growth Rates

believe that

this measure

provides useful

information to

investors because

it provides

transparency to

underlying performance

our joint

ventures by

excluding the

effect

that foreign

currency exchange

rate fluctuations

have on

year-to-year

comparability given

volatility in foreign currency exchange markets.

After-tax earnings from joint ventures growth rates on a constant-currency

basis are calculated as follows:

Percentage Change in

After-Tax

Earnings from Joint

Ventures

as Reported

Impact of Foreign

Currency

Exchange

Percentage Change in After-Tax

Earnings from Joint Ventures

on Constant-Currency Basis

Quarter Ended Aug. 24, 2025

(65)

Flat

(64)

Note: Table may not foot due to rounding.

Constant-currency Segment Operating Profit Growth Rates

believe that

this measure

provides useful

information to

investors because

it provides

transparency to

underlying performance

our

segments

excluding

the

effect

that

foreign

currency

exchange

rate

fluctuations

have

year-to-year

comparability

given

volatility in foreign currency exchange markets.

Our segments’ operating profit growth rates on a constant-currency

basis are calculated as follows:

Quarter Ended Aug. 24, 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

(24)

Flat

(24)

International

214

pts

196

North America Pet

(5)

Flat

(5)

North America Foodservice

(1)

Flat

(1)

Note: Table may not foot due to rounding.

Adjusted Effective Income Tax

Rates

believe

this

measure

provides

useful

information

investors

because

presents

the

adjusted

effective

income

tax

rate

comparable year-to-year basis.

Adjusted effective income tax rates are calculated as follows:

Quarter Ended

Aug. 24, 2025

Aug. 25, 2024

In Millions

(Except Per Share Data)

Pretax

Earnings

(a)

Income

Taxes

Pretax

Earnings

(a)

Income

Taxes

As reported

1,608.1

410.9

721.8

157.4

Divestitures gain

(1,054.4)

(276.9)

Restructuring and transformation charges

18.3

4.3

2.9

0.7

Transaction costs

11.8

2.7

Mark-to-market effects

8.5

2.0

28.8

6.6

Acquisition integration costs

1.4

0.3

1.6

0.4

Investment activity, net

(0.2)

(0.1)

0.4

0.1

Project-related costs

0.1

As adjusted

593.5

143.2

755.6

165.3

Effective tax rate:

As reported

25.6%

21.8%

As adjusted

24.1%

21.9%

Sum of adjustments to income taxes

(267.7)

7.8

Average number

of common shares - diluted EPS

542.5

563.8

Impact of income tax adjustments on adjusted diluted EPS

0.49

(0.01)

Note: Table may not foot due to rounding.

(a)

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

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

Glossary

AOCI

. Accumulated other comprehensive income (loss).

Adjusted diluted EPS.

Diluted EPS adjusted for certain items affecting year-to-year

comparability.

Adjusted operating profit.

Operating profit adjusted for certain items affecting year-to-year

comparability.

Adjusted operating profit

margin.

Operating profit adjusted

for certain items

affecting year-over-year

comparability,

divided by net

sales.

Constant currency.

Financial results

translated to

United States

dollars using

constant foreign

currency exchange

rates based

on the

rates

effect

for

the

comparable

prior-year

period.

present

this

information,

current

period

results

for

entities

reporting

currencies other

than United

States dollars

are translated

into United

States dollars

at the

average exchange

rates in

effect during

the

corresponding

period

the

prior

fiscal

year,

rather

than

the

actual

average

exchange

rates

effect

during

the

current

fiscal

year.

Therefore,

the

foreign

currency

impact

equal

current

year

results

local

currencies

multiplied

the

change

the

average

foreign currency exchange rate between the current fiscal period and the corresponding

period of the prior fiscal year.

Derivatives.

Financial instruments such

as futures, swaps,

options, and forward

contracts that we

use to manage

our risk arising

from

changes in commodity prices, interest rates, foreign exchange rates, and stock

prices.

Fair value

hierarchy.

For purposes

of fair

value measurement,

we categorize

assets and

liabilities into

one of

three levels

based on

the assumptions

(inputs) used

in valuing

the asset or

liability.

Level 1 provides

the most reliable

measure of

fair value, while

Level 3

generally requires significant management judgment. The three levels are

defined as follows:

Level 1:

Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2:

Observable inputs other than quoted prices included in

Level 1, such as quoted prices for similar assets or liabilities in

active markets or quoted prices for identical assets or liabilities in inactive markets.

Level 3:

Unobservable inputs reflecting management’s

assumptions about the inputs used in pricing the asset or liability.

Free cash flow.

Net cash provided by operating activities less purchases of land, buildings, and equipment.

Generally Accepted

Accounting Principles

(GAAP).

Guidelines, procedures,

and practices

that we

are required

to use in

recording

and reporting accounting information in our financial statements.

Goodwill.

The difference

between the purchase

price of acquired

companies plus the fair

value of any noncontrolling

and redeemable

interests and the related fair values of net assets acquired.

Gross margin.

Net sales less cost of sales.

Hedge accounting.

Accounting for qualifying

hedges that allows changes in

a hedging instrument’s

fair value to offset

corresponding

changes in

the hedged

item in

the same

reporting period.

Hedge accounting

is permitted

for certain

hedging instruments

and hedged

items

only

the

hedging

relationship

highly

effective,

and

only

prospectively

from

the

date

hedging

relationship

formally

documented.

Holistic Margin Management

(HMM).

Company-wide initiative to

use productivity savings, mix

management, and price realization

to offset input cost inflation, protect margins,

and generate funds to reinvest in sales-generating activities.

Mark-to-market.

The act of determining a value for

financial instruments, commodity contracts, and

related assets or liabilities based

on the current market price for that item.

Net

mark-to-market

valuation of

certain

commodity

positions.

Realized

and

unrealized

gains

and

losses on

derivative

contracts

that will be allocated to segment operating profit when the exposure we are hedging

affects earnings.

Net price realization.

The impact of list and promoted price changes, net of trade and other price

promotion costs.

Noncontrolling interests.

Interests of subsidiaries held by third parties.

Notional

amount.

The

amount

position

agreed

upon

amount

derivative

contract

which

the

value

financial

instruments are calculated.

OCI.

Other Comprehensive Income (Loss).

Organic net sales growth

. Net sales growth adjusted

for foreign currency translation,

acquisitions, divestitures and a

fiscal week,

when applicable.

Project-related costs.

Costs incurred related to our restructuring initiatives not included in restructuring

charges.

Reporting unit

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

segment.

SOFR.

Secured Overnight Financing Rate.

Strategic

Revenue

Management

(SRM).

Company-wide

capability

focused

generating

sustainable

benefits

from

net

price

realization

and

mix

identifying

and

executing

against

specific

opportunities

apply

tools

including

pricing,

sizing,

mix

management, and promotion optimization across each of our businesses.

Supply chain

input costs.

Costs incurred

to produce

and deliver

product,

including costs

for

ingredients

and

conversion, inventory

management, logistics, and warehousing.

Translation

adjustments.

The impact

of the conversion

of our foreign

affiliates’ financial

statements to United

States dollars

for the

purpose of consolidating our financial statements.

CAUTIONARY STATEMENT

RELEVANT

TO FORWARD

-LOOKING INFORMATION

FOR THE PURPOSE OF “SAFE

HARBOR” PROVISIONS OF THE PRIVATE

SECURITIES LITIGATION

REFORM ACT OF 1995

This report

contains or

incorporates by

reference

forward-looking

statements within

the meaning

of the

Private Securities

Litigation

Reform Act

of 1995

that are

based on

our current

expectations and

assumptions. We

also may

make written

or oral

forward-looking

statements,

including

statements

contained

our

filings

with

the

Securities

and

Exchange

Commission

and

our

reports

stockholders.

The words or

phrases “will likely

result,” “are expected

to,” “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

our

competitors;

economic

conditions,

including

changes

inflation

rates,

interest

rates,

tax

rates,

tariffs,

the

availability

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

the legal and

regulatory environment, including

tax legislation, labeling

and advertising regulations,

and litigation; impairments

in the

carrying value

of goodwill, other

intangible assets,

or other long

-lived assets, or

changes in the

useful lives of

other intangible assets;

changes

in accounting

standards

and

the impact

of critical

accounting

estimates; product

quality

and

safety issues,

including

recalls

and

product

liability;

changes

consumer

demand

for

our

products;

effectiveness

advertising,

marketing,

and

promotional

programs; changes 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

the

cost

and

availability

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 Part

I of our

Annual Report on

Form 10-K for

the fiscal year

ended May 25, 2025, which could also affect our future results.

We undertake

no obligation to publicly revise any forward-looking

statements to reflect events or circumstances

after the date of those

statements or to reflect the occurrence of anticipated or unanticipated events.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

The

estimated

maximum

potential

value-at-risk

arising

from

one-day

loss

fair

value

for

our

interest

rate,

foreign

exchange,

commodity, and equity

market-risk-sensitive instruments outstanding as of August 24, 2025,

was as follows:

In Millions

One-day Risk

of Loss

Change During

Quarter Ended

Aug. 24, 2025

Analysis of Change

Interest rate instruments

(5)

Decrease in interest rate volatility

Foreign currency instruments

Immaterial

Commodity instruments

(1)

Immaterial

Equity instruments

Immaterial

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

for the fiscal year ended May 25, 2025.

Item 4.

Controls and Procedures.

We,

under the

supervision and

with the

participation of

our management,

including our

Chief Executive

Officer and

Chief Financial

Officer,

have

evaluated

the

effectiveness

the design

and

operation

our

disclosure

controls

and

procedures

(as

defined

Rule

13a-15(e)

under

the

Securities

Exchange

Act

1934).

Based

our

evaluation,

our

Chief

Executive

Officer

and

Chief

Financial

Officer have

concluded that,

as of

August 24,

2025, our

disclosure controls

and procedures

were effective

to ensure

that information

required to

be disclosed

by us

in reports

that we file

or submit

under the

Securities Exchange

Act of

1934 is (1)

recorded, processed,

summarized,

and

reported

within

the

time

periods

specified

Securities

and

Exchange

Commission

rules

and

forms,

and

(2)

accumulated and

communicated to

our management,

including our

Chief Executive

Officer and

Chief Financial

Officer,

in a

manner

that allows timely decisions regarding required disclosure.

There were no changes in our internal

control over financial reporting (as defined

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

Act

of 1934)

during the

quarter ended

August 24,

2025, that

materially affected,

or are reasonably

likely to

materially affect,

our internal

control over financial reporting.

PART

II.

OTHER INFORMATION

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

The

following

table

sets forth

information

with

respect

our

common

stock

that we

purchased

during

the quarter

ended

August 24, 2025:

Period

Total

Number

of Shares

Purchased (a)

Average

Price Paid

Per Share (b)

Total

Number of Shares

Purchased as Part of a Publicly

Announced Program (c)

Maximum Number of Shares

that may yet be Purchased

Under the Program (c)

May 26, 2025 -

June 29, 2025

36,918,163

June 30, 2025 -

July 27, 2025 (d)

7,520,212

49.92

7,520,212

29,397,951

July 28, 2025 -

August 24, 2025 (d)

1,199,631

50.41

1,199,631

28,198,320

Total

8,719,843

49.99

8,719,843

28,198,320

(a)

The total number

of shares purchased

includes shares of

common stock withheld

for the payment

of withholding taxes

upon the distribution

deferred option units.

(b)

Excludes commissions paid and other costs of execution, including excise taxes.

(c)

On June

27, 2022,

our Board

of Directors approved

an authorization

for the

repurchase of

up to

100,000,000 shares of

our common stock

and

terminated the

prior authorization.

Purchases can

be made

in the

open market

or in

privately negotiated

transactions, including

the use

of call

options

and

other

derivative

instruments,

Rule

10b5-1

trading

plans,

and

accelerated

repurchase

programs.

The

Board

did

not

specify

expiration date for the authorization.

(d)

In the

first quarter

of fiscal

2026, we

entered into

two accelerated

share repurchase

(ASR) agreements

with an

unrelated third-party

financial

institution to repurchase an aggregate of $500.0 million of our

shares. We paid

an aggregate of $500.0 million and received an initial delivery of

7.5 million

shares of

our common stock

based on

the closing

share price of

our common

stock on July

1, 2025.

The value

of the

initial shares

delivered under the

ASR agreements represented 80

percent of the

aggregate purchase price,

with a fair value

of $400.0 million.

The first ASR

agreement was

settled on

August 4,

2025, with

a final

delivery of

1.2 million

additional shares.

The final

average purchase

price for

the first

ASR

agreement

was

$50.41

per

share,

not

including

costs

execution

excise

tax.

The

final

settlement

the

second

ASR

agreement

occurred on August

29, 2025, during

the second quarter

of fiscal 2026,

with a final

delivery of 1.3

million additional shares.

The final average

purchase price for the second ASR agreement was $49.45 per share, not including costs of execution or excise tax.

Item 5.

Other Information.

During the fiscal

quarter ended August

24, 2025, no

director or officer

of the Company

adopted

terminated

a “Rule 10b5-1

trading

arrangement” or “

non-Rule

10b5-1

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

PART

II. OTHER INFORMATION

Item 6.

Exhibits.

10.1

Form of Performance Stock Unit Award Agreement.

10.2

Form of Stock Option Award Agreement.

10.3

Form of Restricted Stock Unit Award Agreement.

31.1

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

31.2

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

32.1

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

32.2

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

101

Financial

Statements

from

the Quarterly

Report

on Form

10-Q

of the

Company

for

the quarter

ended

August

24,

2025,

formatted

Inline

Extensible

Business

Reporting

Language:

(i)

Consolidated

Statements

Earnings;

(ii)

Consolidated

Statements

Comprehensive

Income,

(iii)

Consolidated

Balance

Sheets;

(iv)

Consolidated

Statements of

Total

Equity; (v)

Consolidated Statements

of Cash

Flows; and

(vi) Notes

to Consolidated

Financial

Statements.

104

Cover Page, formatted in Inline Extensible Business Reporting Language

and contained in Exhibit 101.

SIGNATURES

Pursuant

the

requirements

the

Securities

Exchange

Act

1934,

the

registrant

has

duly

caused

this

report

signed

its

behalf by the undersigned thereunto duly authorized.

GENERAL MILLS, INC.

(Registrant)

Date: September 17, 2025

/s/ Mark A. Pallot

Mark A. Pallot

Vice President, Chief Accounting

Officer

(Principal Accounting Officer and Duly Authorized

Officer)