GENERAL MILLS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☑

QUARTERLY

REPORT

PURSUANT

TO

SECTION

OR

15(d)

OF

THE

SECURITIES

EXCHANGE

ACT

OF

FOR THE QUARTERLY

PERIOD ENDED

FEBRUARY 25, 2024

☐

TRANSITION

REPORT

PURSUANT

TO

SECTION

OR

15(d)

OF

THE

SECURITIES

EXCHANGE

ACT

OF

FOR THE TRANSITION PERIOD FROM

TO

Commission file number:

001-01185

GENERAL MILLS, INC.

(Exact name of registrant as specified in its charter)

Delaware

41-0274440

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

Number One General Mills Boulevard

Minneapolis

,

Minnesota

(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

0.125% Notes due 2025

GIS 25A

0.450% Notes due 2026

GIS 26

1.500% Notes due 2027

GIS 27

3.907% Notes due 2029

GIS 29

by

check

mark

whether

the

(1)

has

filed

all

reports

to

be

filed

by

Section

or

15(d)

of

the

Exchange Act of 1934

during the preceding 12

months (or for such shorter

period that the registrant

was required to file such

reports),

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

Yes

☑

No

☐

by

check

mark

whether

the

has

submitted

electronically

every

Interactive

Data

File

to

be

submitted

pursuant to Rule 405

of Regulation S-T (§

232.405 of this chapter) during

the preceding 12 months (or

for such shorter period that

the

registrant was required to submit such files).

Yes

☑

No

☐

by

check

mark

whether

the

is

a

large

filer,

an

filer,

a

non-accelerated

filer,

a

smaller

company,

or

an

emerging

growth

company.

See

the

definitions

of

“large

filer,”

“accelerated

filer,”

“smaller

reporting company,” and

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If

an

emerging

growth

company,

indicate

by

check

mark

if

the

has

elected

not

to

use

the

extended

transition

period

for

complying with any new or revised financial accounting standards provided

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

☐

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

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

Yes

☐

No

☑

Number

of

shares

of

Common

Stock

as

of

March

13,

2024:

564,548,763

(excluding

190,080,991

shares

held

in

the

treasury).

General Mills, Inc.

Table of Contents

Page

PART I – Financial Information

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

February 26, 2023

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

25, 2024 and February 26, 2023

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

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

and February 26, 2023

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

26, 2023

PART II – Other Information