GENERAL MILLS INC

COMPANY OVERVIEW

For more than

150 years, General

Mills has been making

food the world

loves. We

are a leading

global manufacturer and

marketer of

branded consumer

foods with more

than 100 brands

in 100 countries

across six continents.

In addition to

our consolidated operations,

we

have

percent

in

two

strategic

joint

that

and

market

food

sold

in

countries worldwide.

We

manage and

review the

financial results

of our

business under

four operating

segments: North

America Retail;

International; Pet;

and

North

America

Foodservice.

See

Management’s

Discussion

and

Analysis

of

Condition

and

Results

of

Operations

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

We offer

a variety of human and pet food products that provide great

taste, nutrition, convenience, and value for consumers around

the

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

●

snacks, including grain, fruit and savory snacks, nutrition bars, and

frozen hot snacks;

●

ready-to-eat cereal;

●

convenient meals, including meal kits, ethnic meals, pizza, soup, side dish mixes,

frozen breakfast, and frozen entrees;

●

wholesome natural pet food;

●

refrigerated and frozen dough;

●

baking mixes and ingredients;

●

yogurt; and

●

super-premium ice cream.

Our Cereal Partners Worldwide

(CPW) joint venture with Nestlé

S.A. (Nestlé) competes in

the ready-to-eat cereal category

in markets

outside North

America, and

our Häagen-Dazs

Japan, Inc.

(HDJ) joint

venture

competes in

the super-premium

ice cream

category

in

Japan. For net sales contributed

by each class of similar

products, please see Note 17

to the Consolidated Financial

Statements in Item

8 of this report.

The terms

“General Mills,”

“Company,”

“registrant,” “we,”

“us,” and

“our” mean

General Mills, Inc.

and all

subsidiaries included

in

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

indicates otherwise.

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

Customers

Our

primary

are

grocery

stores,

mass

merchandisers,

membership

stores,

natural

food

chains,

drug,

dollar

and

chains, e-commerce

retailers, commercial

and noncommercial

foodservice distributors

and operators,

restaurants, convenience

stores,

and

pet

specialty

stores.

We

sell

to

these

through

our

direct

sales

force.

We

use

broker

and

arrangements for certain products and to serve certain types

of customers and certain markets. For further information

on our customer

credit

and

product

return practices,

please

refer

to Note

to the

Financial Statements

in

of this

report.

During

fiscal 2024, Walmart

Inc. and its affiliates (Walmart)

accounted for 22 percent of our consolidated

net sales and 30 percent of net sales

of our

Retail segment.

No other

customer accounted

for 10

percent or

more of

our consolidated

net sales.

For further

information on significant customers, please refer to Note 8 to the Consolidated

Financial Statements in Item 8 of this report.

Competition

The

human

and

pet

food

are

highly

competitive,

with

numerous

manufacturers

of

varying

sizes in

the

United

States and

throughout the

world. The categories

in which

we participate

also are

very competitive.

Our principal

competitors in

these categories

are manufacturers, as

well as retailers with

their own branded

products. Competitors market

and sell their products

through brick-and-

mortar stores

and e-commerce.

All our

principal competitors

have substantial

financial, marketing,

resources. Competition

in

our

product

is

based

on

product

product

price,

brand

recognition

and

loyalty,

of

convenient

ordering

and

delivery

to

the consumer,

and the

ability

to

and

satisfy

Our

strategies

for

competing

in

each

of

our

include

unique

insights,

customer

relationships, superior

product quality,

innovative advertising,

product promotion,

product innovation

aligned with consumers’

needs,

an efficient

supply chain, and

price. In most

product categories, we

compete not only

with other widely

advertised, branded

but also

with regional

brands and

with generic

and private

label products

generally sold

at lower

prices. Internationally,

we

compete with both multi-national and local manufacturers, and each

country includes a unique group of competitors.

Raw materials, ingredients, and packaging

The

raw

materials

that

we

use

are

grains

(wheat,

oats,

and

corn),

dairy

meat,

vegetable

oils,

sugar,

fruits,

nuts,

and

other

agricultural

We

also

use

quantities

of

carton

board,

corrugated,

plastic,

and

metal

packaging

supplies,

and

energy.

Most

of

these

inputs

for

our

and

are

from suppliers

in the

United States. In

our other

international operations,

inputs that

are not locally

available in

adequate supply

may

be imported

from other

countries. The

cost of

these inputs

may fluctuate

widely due

to external

conditions such

as weather,

climate

change,

product

scarcity,

limited

sources

of

supply,

market

trade

tariffs,

pandemics,

war,

and

changes

in

governmental

agricultural

and

energy

and

regulations.

We

believe

that

we

will

be

able

to

obtain

an

adequate supply

of needed

inputs. Occasionally

and where

possible, we

make advance

purchases of

items significant

to our

in order to ensure continuity of operations. Our objective

is to procure materials meeting both our quality standards and our

needs

at

price

levels

that

allow

a

targeted

profit

margin.

Since

these

inputs

represent

the

largest

cost

in

manufacturing our products, to the extent possible, we

often manage the risk associated with adverse

price movements for some inputs

using a

variety of

risk management

strategies. We

a grain

merchandising operation

that provides

us efficient

access to,

and

more informed

knowledge of,

various commodity

markets, principally

wheat and

oats. This

operation holds

physical inventories

that

are carried at net realizable value and uses derivatives to manage its net inventory

position and minimize its market exposures.

TRADEMARKS AND PATENTS

Our

are

marketed

under

a

variety

of

valuable

trademarks.

Some

of

the

more

used

in

our

global

(set

forth

in

italics

in

this

report)

include

,

Betty

Crocker

,

Bisquick

,

Blue

Buffalo

,

Bugles

,

Cascadian

Farm

,

Cheerios

,

Chex

,

Cinnamon

Toast

Crunch

,

Cocoa Puffs

,

Cookie Crisp

,

Dunkaroos,

Edgard

& Cooper,

Fiber One

,

Fruit by

the Foot

,

Fruit

Gushers

,

Fruit

Roll-Ups

,

Gardetto’s

,

Gold

Medal

,

Golden

Grahams

,

,

Kitano

,

Kix

,

Lärabar

,

Latina

,

Lucky

Charms

,

Muir Glen

,

Nature Valley

,

Nudges, Oatmeal

Crisp

,

Old El

Paso

,

,

,

Tastefuls,

Total

,

,

Trix

,

True

Chews,

True

Solutions,

Wanchai

Ferry

,

Wheaties

,

Wilderness

,

and

Yoki

.

We

protect

these

as

through

registrations in the

United States and

other jurisdictions. Depending

on the jurisdiction,

trademarks are generally

valid as long

as they

are

in

use

or

their

registrations

are

properly

maintained

and

they

have

not

been

found

to

have

become

generic.

Registrations

of

trademarks can also generally be renewed indefinitely for

as long as the trademarks are in use.

Some

of

our

are

marketed

under

or

in

with

that

have

been

licensed

from

others

for

both

long-

standing

(e.g.,

Reese’s

Puffs

for

cereal,

Green

Giant

for vegetables

in certain

countries, and

Yoplait

and related

brands for

fresh dairy

in the

and Canada),

and shorter

term promotional

products (e.g.,

fruit snacks

sold under

various third

party

equities).

Our cereal

are licensed

to CPW

and

may be

used in

association

Nestlé

trademark.

Nestlé licenses

certain

of its

to

CPW,

the

Nestlé

and

Uncle

Toby’s

trademarks.

The

trademark

is

licensed

royalty-free

and

exclusively

to

Nestlé

and

authorized

sublicensees

for

ice

cream

and

other

frozen dessert

in

the

United

States and

Canada.

The

trademark is

also licensed

to HDJ

in Japan.

The

brand and

the

Pillsbury Doughboy

character are

subject

to

an

exclusive,

royalty-free

license

that

was

granted

to

a

third

party

and

its

successors

in

the

shelf-stable

baking

in

the

United States and under limited circumstances in Canada and Mexico.

We

continue

our

focus

on

developing

and

innovative,

proprietary

many

of

which

use

proprietary

expertise,

recipes and formulations. We

consider the collective rights under our various patents, which

expire from time to time, a valuable asset,

but we do not believe that our businesses are materially dependent upon any

single patent or group of related patents.

SEASONALITY

In

general,

demand

for

our

is

evenly

balanced

throughout

the

year.

However,

within

our

North

America

Retail

segment

demand

for

dough,

frozen

baked

goods,

and

baking

is

stronger

in

the

fourth

calendar

quarter.

Demand

for

soup is higher

during the

fall and winter

months. Within

our International

segment, demand

for

ice cream is

higher during

the summer

months and

demand for

baking mix

increases during

winter months.

Due to

the offsetting

impact of

these

demand

trends,

as well

as the

seasons

in

the

northern

and

southern

hemispheres,

our

segment’s

net

sales are

generally evenly balanced throughout the year.

QUALITY AND SAFETY REGULATION

The

and

sale

of

human

and

pet

food

is

highly

regulated.

In

the

United

States,

our

are

subject

to

regulation by

various federal

government agencies,

Food and

Drug Administration,

Department of

Agriculture, Federal

Trade

Commission,

Department

of

Commerce,

Occupational

Safety

and

Health

Administration,

and

Environmental

Protection

Agency,

as

well

as

various

federal,

state,

and

local

agencies

relating

to

the

labelling,

storage,

distribution, quality,

and safety of food

and pet products and

the health and safety

of our employees.

Our business is also

regulated by

similar agencies outside of the United States.

ENVIRONMENTAL

MATTERS

As

of

May

26,

2024,

we

were

involved

with

two

actions

with

the

alleged

or

threatened

release

of

hazardous

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

Jersey.

Our

are

subject

to

the

Clean

Air

Act,

Clean

Water

Act,

Resource

Conservation

and

Recovery

Act,

Comprehensive

Environmental

Response,

Compensation,

and

Liability

Act,

and

the

Federal

Insecticide,

Fungicide,

and

Rodenticide

Act,

and

all

similar state, local, and foreign environmental laws and regulations applicable

to the jurisdictions in which we operate.

Based on current

facts and circumstances,

we believe that

neither the

results of our

environmental proceedings

nor our compliance

in

general

with

laws

or

will

have

a

adverse

effect

upon

our

capital

or

competitive position.

HUMAN CAPITAL MANAGEMENT

Recruiting, developing, engaging, and protecting our

workforce is critical to executing our strategy and achieving

business success. As

of

May

26,

2024,

we

had

34,000

around

the

globe,

with

16,000

in

the

U.S.

and

approximately 18,000

located in our

markets outside

of the U.S.

Our workforce

is divided

between approximately

13,000 employees

dedicated to the production of our products and approximately 21,

000 non-production employees.

The

of

high-quality

and

successful

execution

of

our

a

talented,

skilled,

and

engaged

team of employees. We

work to equip our employees with

critical skills and expand their contributions

over time by providing a range

of training and career

development opportunities, including

hands-on experiences via

challenging work assignments and

job rotations,

coaching

and mentoring

opportunities, and

training programs.

To

foster employee

engagement and

commitment, we

follow a

robust

process

to

listen

to

employees,

take

action,

and

measure

our

progress

with

on-going

conversations,

transparent

communications, and employee engagement surveys.

We

fostering a culture

of inclusion and

belonging strengthens

our ability to

recruit talent and

allows all of

our employees

to thrive

and succeed.

We

actively cultivate

a culture

that acknowledges,

respects, and

values all

dimensions of

diversity –

gender, race,

sexual orientation, ability,

backgrounds, and

beliefs. Ensuring

diversity of input

and perspectives

is core to

our business

strategy,

and

we

are

to

recruiting,

retaining,

developing,

and

advancing

a

workforce

that

reflects

the

diversity

of

the

consumers we

serve. This

commitment starts

with our

company leadership

where women

represent approximately

49 percent

of our

officer

and

director

population,

and

percent

of

our

officers

and

directors

are

racially

or

ethnically

diverse.

We

embed our culture of inclusion and

belonging into our day-to-day ways

of working through a number of programs

to foster discussion,

build empathy, and

increase understanding.

We

are

to

maintaining

a

safe

and

secure

workplace

for

our

We

set

safety

standards

to

and

manage critical risks.

We

use global safety

management systems and

employee training to

ensure consistent implementation

of safety

protocols and

accurate measurement

and tracking of

incidents. To

provide a safe

and secure working

environment for our

employees,

we prohibit workplace

discrimination, and

we do not

tolerate abusive conduct

or harassment. Our

attention to the

health and safety

of

our workforce extends to the workers and communities in our supply chain.

We believe that respect

for human rights is fundamental to

our strategy and to our commitment to ethical business conduct.

INFORMATION ABOUT

OUR EXECUTIVE OFFICERS

The section below provides information regarding our executive officers

as of June 26, 2024.

Kofi A. Bruce

, age 54, is Chief Financial

Officer. Mr.

Bruce joined General Mills in 2009 as

Vice President,

Treasurer after serving

in

a

variety

of

senior

with

Ecolab

and

Ford

Motor

Company.

He

served

as

Treasurer

until

when

he

was

named Vice

President, Finance for

Yoplait.

Mr. Bruce

reassumed his role

as Vice

President, Treasurer

from 2012 until

2014 when

he

Vice

President, Finance

for Convenience

Stores &

Foodservice. He

Vice

President, Controller

in 2017,

Vice

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

in February 2020.

Ricardo

Fernandez

,

age

51,

is

Segment

International.

Mr.

Fernandez

joined

General

Mills

in

as

an

Associate

Marketing Manager and held various marketing roles of increasing

responsibility until being named Vice

President, Marketing, Frozen

Frontier

in

2012,

Vice

CPW

in

2014,

Latin

America

in

2016,

and

Morning

Foods

in

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

Paul J. Gallagher

,

age

56, is Chief

Supply Chain Officer.

Mr.

Gallagher joined General

Mills in April

2019 as Vice

President, North

America Supply Chain from Diageo plc. He began

his career at Diageo where he spent 25 years serving in a variety

of leadership roles

in manufacturing,

procurement, planning,

customer service,

and engineering

before becoming

President, North

America Supply

from

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

Jeffrey L.

Harmening

, age

57, is

Chairman of

and Chief

Executive Officer.

Mr.

Harmening joined

in 1994

and

served

in

various

roles

in

the

Betty

Crocker,

Yoplait,

and

Big

G

cereal

divisions.

He

was

named

Vice

for

CPW

in

and

Vice

of

the

Big

G

cereal

division

in

In

2011,

he

was

promoted

to

Senior

Vice

for

the

Big

G

cereal

division.

Mr.

Harmening

was

appointed

Senior

Vice

Chief

Officer

of

CPW

in

2012. Mr.

Harmening returned from CPW

in 2014 and was

named Executive Vice

President, Chief Operating Officer,

U.S. Retail. He

became

Chief

Officer

in 2016.

He

Chief

Officer

in

and

Chairman

of the

Board

in

2018. Mr. Harmening is a director of

The Toro Company.

Dana M. McNabb

,

age 48,

is Group President, North America

Retail. Ms. McNabb joined General

Mills in 1999 and held a

variety of

marketing roles

in Cereal,

Snacks, Meals,

and New

Products before

becoming Vice

President, Marketing

for CPW

in 2011

and Vice

President, Marketing

for the Circle

of Champions

Business Unit

in 2015. She

became President,

U.S. Cereal

Operating Unit

in 2016,

Group President,

Europe &

Australia in

January 2020,

Chief Strategy

& Growth

Officer in

July 2021,

and was

named to

her present

position in January 2024.

Jaime

Montemayor

,

age

60,

is

Chief

Digital

and

Officer.

He

spent

years

at

PepsiCo,

Inc.,

serving

in

roles

of

increasing

responsibility,

most

recently

as

Senior

Vice

and

Chief

Officer

of

PepsiCo’s

Americas

Foods segment

from 2013

to 2015, and

Senior Vice

President and

Chief Information

Digital Innovation,

Data and Analytics,

PepsiCo from

2015 to

2016. Mr.

Montemayor served

as Chief

Officer of

7-Eleven Inc.

in 2017.

He assumed

his current

role in February 2020 after founding and operating a digital technology

consulting company from 2017 until January 2020.

Jon J. Nudi

, age 54, is Group President,

Pet, International, and North America

Foodservice. Mr.

Nudi joined General Mills in 1993 as

a

Sales

Representative

and

held

a

variety

of

roles

in

Consumer

Foods

Sales.

In

2005,

he

moved

into

roles

in

the

Meals

division

and

was

elected

Vice

in

Mr.

Nudi

was

named

Vice

Snacks,

in

2010,

Senior

Vice

Europe/Australasia

in

2014,

Senior

Vice

U.S.

Retail

in

and

Group

North

America Retail in 2017. He was named to his present position in January

Mark A. Pallot,

age 51,

is Vice

President, Chief

Accounting Officer.

Mr.

Pallot joined

General Mills in

2007 and

served as

Director,

until

2017,

when

he was

named

Vice

Assistant

Controller.

He

was elected

to

his

present

in

Prior

to

joining

General

Mills,

Mr.

Pallot

held

and

at

Residential

Capital,

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

LLP.

Lanette Shaffer Werner

, age 53, is Chief Innovation, Technical

and Quality Officer.

Ms. Shaffer Werner

joined General Mills in 1995

and held various R&D roles

in Frozen Desserts and

Pillsbury before serving

as Director of One Global

Dairy and Sr.

Director for One

Global

Cereal.

In

July

2021,

Ms.

Shaffer

Werner

was

named

as

Vice

Innovation,

Technical

and

Quality,

U.S.

Meals

&

Baking Solutions.

She was named to her present position in June 2023.

Pankaj Sharma,

age 51, is Segment

President, North America Foodservice.

Mr. Sharma

joined General Mills in

2014 and served as

a

Director until

2017, when

he was

named Vice

Marketing,

Europe &

Australia.

He was

promoted to

U.S.

Yogurt

in

May

and

U.S.

Meals

&

Baking

Solutions

in

July

He

was

named

to

his

current

in

February 2024.

Jacqueline

Williams-Roll

,

age

55,

is

Chief

Human

Officer.

In

this

capacity,

she

also

has

responsibility

for

Corporate

Communications.

Ms.

Williams-Roll

joined

General

Mills

in

She

held

human

resources

leadership

roles

in

Supply

Chain,

Finance, Marketing,

and Organization

Effectiveness and

worked a

large part

of her

career on

businesses outside

of the United

States.

She

was

named

Vice

Human

Resources,

in

2010,

and

then

promoted

to

Senior

Vice

Human

Operations

in

She

was

named

to

her

present

in

Prior

to

joining

General

Mills,

she

held

sales

and

management roles with Jenny Craig International.

Karen Wilson

Thissen

, age

57, is

General Counsel

and Secretary.

Ms. Wilson

Thissen joined

in June

Prior to

joining

General

Mills, she

spent

17 years

at Ameriprise

Financial,

Inc.,

serving in

roles of

increasing

responsibility,

most

recently as Executive Vice

President and General Counsel

from 2017 to June

2022, and Executive Vice

President and Deputy General

Counsel from

2014 to

Before

joining Ameriprise

Financial,

Inc., she

was a

partner at

the law

firm of

Faegre &

Benson LLP

(now Faegre Drinker Biddle & Reath LLP).

WEBSITE ACCESS

Our

website

is

https://www.generalmills.com.

We

make

available,

free

of

charge

in

the

“Investors”

portion

of

this

website,

annual

reports

on

Form

10-K,

reports

on

Form

10-Q,

current

reports

on

Form

8-K,

and

amendments

to

those

reports

filed

or

furnished pursuant to Section 13(a)

or 15(d) of the Securities Exchange

Act of 1934 (1934 Act) as soon

as reasonably practicable after

we

electronically

file

such

with,

or

furnish

it

to,

the

Securities

and

Exchange

Commission

(SEC).

All

such

filings

are

available

on the

SEC’s

website

at https://www.sec.gov.

Reports

of beneficial

ownership filed

pursuant

16(a) of

the 1934

Act are also available on our website.