GENERAL MILLS INC

Our

is

subject

to

various

risks

and

uncertainties.

Any

of

the

risks

described

below

could

materially,

affect

our

business, financial condition, and results of operations.

Business and Industry Risks

The

in

which

we

participate

are

very

competitive,

and

if

we

are

not

able

to

compete

effectively,

our

results

of

operations could be adversely

affected.

The

human

and

pet

food

in

which

we

participate

are

very

competitive.

Our principal

in

these

are

manufacturers,

as

well

as

retailers

with

their

own

branded

and

private

label

Competitors

market

and

sell

their

through

brick-and-mortar

stores

and

e-commerce.

All

of

our

have

financial,

and

other

resources.

In

most

product

categories,

we

compete

not

only

with

other

widely

advertised

branded

but

also

with

brands

and

with

generic

and

private

label

that

are generally

sold

at

lower prices.

Competition

in

our

product

is

product

innovation, product

price,

brand recognition

and loyalty,

of marketing,

activity,

convenient

ordering

and

delivery

to

the

consumer,

and

the

ability

to

and

satisfy

If

our

large

were

to

seek

an

advantage

through

pricing

or

changes,

we

could

choose

to

do

the

same,

which

could

adversely affect

our margins

and profitability.

If we

did not

do the

same, our

revenues and

market share

adversely affected.

Our market share

and revenue growth

could also be

adversely impacted if

we are not

successful in introducing

innovative products

in

to

demands

or by

new product

introductions

of our

competitors.

If

we

are unable

to build

and

sustain

brand

equity

by

offering

recognizably

superior

product

we

may

be

unable

to

premium

pricing

over

generic

and

private label products.

We may be unable to maintain our profit

margins in the face of a consolidating retail environment.

There has

been significant

consolidation in

the grocery industry,

resulting in

customers with increased

purchasing power.

large

retail

may

seek

to

use

their

to

improve

their

through

efficiency,

lower

pricing,

reliance

on

their

own

brand

name

emphasis

on

generic

and

other

economy

brands,

and

programs.

If we

are

unable

to use

our

scale, marketing

expertise,

product

knowledge

of consumers’

needs,

and category

leadership positions

to respond

demands, our

profitability and

volume growth

negatively impacted.

In

addition, the loss

of any large

customer could

adversely affect our

sales and profits.

In fiscal 2025,

Walmart

accounted for 22

percent

of our

consolidated net

31 percent

of net

sales of

our North

America Retail

information on

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

report.

Price

changes

for

the

we

depend

on

for

raw

and

energy

may

affect

our

profitability.

The

raw

materials

that

we

use

are

that

price

caused

by

external

such

as

weather,

climate

change,

product

scarcity,

limited

sources

of

supply,

market

trade

tariffs

(including

recent

tariffs

imposed

or

threatened

to

be

imposed

by

the

United

States

on

China,

Canada,

Mexico,

and

other

countries and any retaliatory

actions taken by such

countries), pandemics, war

(including sanctions imposed

on Russia for its

invasion

of Ukraine),

and changes in

governmental agricultural

and energy

policies and regulations.

Commodity prices

have become, and

may

to be,

more volatile.

Commodity price

changes may

unexpected increases

in raw

material, packaging,

energy,

and

transportation costs. If we

are unable to increase

productivity to offset

these increased costs or

increase our prices, we

may experience

reduced margins

and profitability.

We

do not

fully hedge

against changes

in commodity

prices, and

the risk

management procedures

that we do use may not always work as we intend.

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

to

avoid certain products or ingredients.

We

could

be

if

in

our

markets

lose

confidence

in

the

safety

and

quality

of

certain

of

our

or

Adverse

publicity

about

these

types

of

concerns,

whether

or

not

valid,

may

discourage

from

buying our products or cause production and delivery disruptions.

We

may be

unable to

anticipate changes

in consumer

preferences and

trends,

which may

decreased demand

for our

Our

success

depends

in

part

on

our

ability

to

anticipate

the

tastes,

eating

habits

(including

the

impact

of

weight

loss

drugs),

and

purchasing

behaviors

of

and

to

offer

that

appeal

to

their

preferences

in

channels

where

they

shop.

Consumer

preferences

and category-level

consumption

may change

from time

to time

and can

be affected

by a

number of

trends and

other factors. If we fail

to anticipate, identify or react to

these changes and trends, such as

adapting to emerging

e-commerce channels,

or to

introduce new

and improved

products on

a timely

basis, we

may experience

reduced demand

for our

products, which

would in

turn

cause

our

and

to

suffer.

Similarly,

demand

for

our

could

be

by

concerns

the

health

effects

of

such

as

sodium,

genetically

modified

organisms,

sugar

and

sugar

alternatives,

color

additives,

preservatives,

processed

wheat

and

other

ingredients,

grain-free

or

legume-rich

pet

food,

or

other

product

or

attributes.

We may be unable to grow

our market share or add products that are

in faster

growing and more profitable categories.

The

food

industry’s

growth

is

constrained

by

population

growth.

Our

success

depends

in

part

on

our

ability

to

grow

our

business faster than

populations are growing

in the markets

that we serve.

One way to

achieve that growth

is to enhance

our portfolio

by adding innovative

new products in faster

growing and more

profitable categories. Our future

results will also depend

on our ability

to

market

share

in

our

existing

product

categories.

If

we

do

not

succeed

in

developing

innovative

for

new

and

existing categories, our growth and profitability could be adversely

affected.

Our results may be negatively impacted if consumers do not maintain

their favorable perception of our brands.

Maintaining and continually

enhancing the value

of our many

iconic brands is critical

to the success of

our business. The value

of our

brands

is

based

in

large

part

on

the

degree

to

which

react

and

respond

positively

to

these

brands.

Brand

value

could

diminish

significantly

due

to

a

number

of

factors,

perception

that

we

have

acted

in

an

irresponsible

manner,

adverse publicity

products, our

failure to

maintain the

quality of

our products,

concerns or

perceptions about

the nutrition

profile and

health effects

of ingredients

or substances

(including the

processing thereof)

in our

products or

packaging, the

failure of

our products to

deliver consistently positive

consumer experiences, concerns

about food safety,

or our products

becoming unavailable

to consumers. Consumer demand for our products

may also be impacted by changes in the level

of advertising or promotional support.

The

use

of

social

and

digital

media

by

consumers,

us,

and

third

parties

the

speed

and

extent

that

or

misinformation

and

opinions

can

be

shared.

Negative

posts

or

comments

about

us,

our

brands,

or

our

on

social

or

digital

media could

seriously damage

our brands

and reputation.

If we

do not

maintain the

favorable perception

of our

brands, our

results could be negatively impacted.

Operating Risks

If

we

are

not

in

our

our

could

suffer

as

a

result

of

the

highly

environment

in

which we operate.

Our future success and

earnings growth depend in

part on our ability to

be efficient in the

production and manufacture of

our products

in

highly

markets.

Gaining

efficiencies

may

become

more

difficult

over

time.

Our

failure

to

reduce

costs

through

gains

or

by

eliminating

redundant

costs

from

or

divestitures

could

affect

our

and

weaken

our

position.

Many

initiatives

involve

complex

reorganization

of

and

lines.

Such

realignment

may

result

in

the

interruption

of

which

may

impact product

volume and

margins. We

periodically engage

in restructuring,

transformation, and

cost savings

initiatives designed

to

efficiency and

reduce expenses. If

we are unable

to execute

those initiatives as

planned, we

may not realize

all or any

of

the anticipated benefits, which could adversely affect our business and

Disruption of our supply chain could adversely affect our business.

Our

ability

to

make,

move,

and

sell

is

to

our

success.

Damage

or

disruption

to

raw

supplies

or

our

or

capabilities

due

to

weather,

climate

change,

natural

disaster,

fire,

terrorism,

cyber-attack,

pandemics,

war,

governmental

restrictions

or

mandates,

labor

shortages,

strikes,

import/export

restrictions,

or

other

factors

could

impair

our

ability to

manufacture or

products. Many

of our

product lines

are manufactured

at a

single location

or sourced

from a

single

supplier.

The

failure

of

third

parties

on

which

we

rely,

those

third

parties

who

supply

our

ingredients,

capital

equipment

and

other

necessary

contract

manufacturers,

transport,

distributors,

contractors,

and

external business partners, to meet

their obligations to us, or significant

disruptions in their ability to do

so, may negatively impact our

operations. Our

suppliers’ policies

and practices

can damage

our reputation

and the quality

and safety

of our

products. Disputes

with

significant suppliers,

including disputes regarding

pricing or performance,

could adversely affect

our ability to

supply products to

our

customers and

could materially

and adversely

affect our

sales, financial

condition, and

results of

operations. Failure

to take

adequate

steps

to

mitigate

the

likelihood

or

impact

of

such

events,

or

to

manage

such

events

if

they

occur,

particularly

when a

product is

sourced from

a single

location or

supplier,

could adversely

affect our

business and

results of

operations, as

well as

require additional resources to restore our supply chain.

Short term or

sustained increases in

consumer demand at

our retail customers

may exceed our

production capacity or

otherwise strain

our supply chain. Our failure to meet the demand for our products could

adversely affect our business and results of operations.

Our international operations are subject to political and economic

risks.

2025, 19

our consolidated

were generated

outside of

States. We

are accordingly

subject to

a

number of risks relating to doing business internationally,

any of which could significantly harm our business. These risks include:

●

political and economic instability;

●

exchange controls and currency exchange rates;

●

tariffs on products and

ingredients that we import and export

(including recent tariffs imposed

or threatened to be imposed by

the United States on China, Canada, Mexico, and other countries and any retaliatory

actions taken by such countries);

●

political sentiment impacting

global trade, including

the willingness of consumers

outside the United States

to purchase from

United States corporations or to purchase products manufactured outside the country

of sale;

●

nationalization or government control of operations;

●

compliance with anti-corruption regulations;

●

foreign tax treaties and policies; and

●

restriction on the transfer of funds to and from foreign countries, including

potentially negative tax consequences.

Our financial performance

on a U.S. dollar

denominated basis is subject

to fluctuations in currency

exchange rates. These fluctuations

could cause material

variations in our results

of operations. Our principal

exposures are to the

Australian dollar,

Brazilian real, British

pound sterling,

Canadian dollar,

Chinese renminbi,

euro, Japanese

yen, Mexican

peso, and

Swiss franc.

From time

to time,

we enter

into

that

are

to

reduce

the

effects

of

our

to

but

these

may

not

be

effective in significantly reducing our exposure.

A

strengthening

in

the

U.S.

dollar

relative

to

other

currencies

in

the

in

which

we

operate

would

affect

our

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

currency transaction losses.

Our business operations could be disrupted if our information technology

systems fail to perform adequately or are breached.

technology

serves

an

role

in

the

and

of

our

We

rely

on

technology networks

and systems, including

the internet, to

process, transmit,

and store electronic

manage a variety

of

business processes and

to comply with

regulatory,

legal, and tax requirements.

Our information technology

systems and infrastructure

are

to

manage

our

key

processes

digital

order

entry

and

fulfillment,

supply

chain

finance,

administration,

and

other

processes.

These

technologies

enable

and

external

communication

among

our

locations, employees,

suppliers,

and others

and

include the

receipt and

storage of

personal information

about

our employees,

consumers, and

proprietary business

information. Our

information technology

systems, some

of which

are dependent

on services

by third

parties, may

be vulnerable

to damage,

interruption,

or shutdown

due to

any number

of causes

such as

catastrophic events,

natural disasters, fires,

power outages, systems

failures, telecommunications

failures, security breaches,

computer

viruses, hackers, employee error

or malfeasance, and other

causes. Increased cyber-security threats

pose a potential risk to

the security

and

viability

of

our

technology

systems,

as

well

as

the

confidentiality,

integrity,

and

of

the

data

stored

on

those systems. The

failure of our

information technology

systems to perform

as we anticipate

could disrupt

our business and

errors,

processing

inefficiencies,

data

loss,

legal

claims

or

proceedings,

and

the

loss

of

sales

and

customers. Any

interruption of

our information

technology systems

could have

operational, reputational,

legal, and

financial impacts

that may have a material adverse effect on our business.

Our failure to successfully integrate acquisitions into our

existing operations could adversely affect our financial results.

From

time

to

time,

we

or

joint

that

would

further

our

strategic

objectives.

Our

success

depends, in part,

upon our ability

to integrate acquired

and existing operations.

If we are

unable to successfully

integrate acquisitions,

results could

suffer.

Additional potential

risks associated

with acquisitions

include

additional debt

leverage, the

loss of

key

and

of

the

the

assumption

of

unknown

the

inherent

risk

with

entering a geographic area or line of business in which we have

no or limited prior experience, failure to achieve anticipated

synergies,

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

Legal and Regulatory Risks

If

our

become

adulterated,

misbranded,

or

mislabeled,

we

might

need

to

recall

those

items

and

may

product liability claims if

consumers or their pets are injured.

We may need

to recall some of our products if they become adulterated,

misbranded, or mislabeled. A widespread product recall could

significant losses

due to

the costs

of a

recall, the

destruction of

product inventory,

and lost

sales due

to the

unavailability of

product for a period of time.

We could

also suffer losses from a

significant product liability judgment

against us. A significant product

recall or

product liability

case could

also result

in adverse

publicity,

damage to

our reputation,

and a

loss of

consumer confidence

in

our products, which could have an adverse effect on our business results and the

value of our brands.

New regulations or regulatory-based claims could adversely

affect our business.

Our facilities and

products are subject

to many laws and

regulations administered by

the United States Department

of Agriculture, the

Federal Food and Drug

Administration, the Occupational

Safety and Health Administration,

and other federal, state, local,

governmental agencies

the production,

packaging, labelling,

storage, distribution,

and safety

of food

products and

the

health

and

safety

of

our

Our

failure

to

comply

with

such

laws

and

could

subject

us

to

lawsuits,

and civil

remedies,

including fines,

injunctions,

and recalls

of our

We

advertise our

products and

the target

of claims

alleged false

or deceptive

advertising

under federal,

state, and

foreign laws

and regulations.

We

may

also

be

subject

to

new

laws

or

restricting

the

or

sale

of

our

because

of

or

substances (including

the processing

thereof)

in our

products or

product packaging.

These limitations

may

require that

we highlight

perceived concerns

about a

product or

product packaging,

warn consumers

to avoid

consumption of

certain ingredients

or substances

present in our products,

restrict the audience

to whom products are

marketed or sold, limit

the locations in which

our products may be

available, or discontinue

the use of

certain ingredients or

packaging. Changes

in laws or

regulations that impose

additional regulatory

on us

could

cost of

doing business,

restrict our

and reduce

consumption

of our

products, causing

our results of operations to be adversely affected.

We

are

subject

to

various

federal,

state,

local,

and

foreign

laws

and

regulations.

Our

failure

to

comply

with

environmental laws and regulations could subject us

to lawsuits, administrative penalties, and civil remedies.

We are currently

party to

a variety of

environmental remediation obligations.

Due to regulatory

complexities, uncertainties inherent

in litigation, and

the risk of

unidentified contaminants

on current and

former properties of

ours, the potential

exists for remediation,

liability,

indemnification, and

compliance

costs

to

differ

from

our

estimates.

We

cannot

guarantee

that

our

costs

in

relation

to

these

matters,

or

compliance

with

laws

in

will

not

exceed

our

or

otherwise

have

an

adverse

effect

on

our

and

Climate change and other sustainability matters could adversely affect

our business.

There is

growing concern

that carbon

dioxide and

other greenhouse

gases in

the earth’s

atmosphere may

have an

adverse impact

on

global temperatures, weather patterns, and the frequency

and severity of extreme weather and natural disasters.

If such climate change

has a negative effect on agricultural productivity,

we may experience decreased availability and higher pricing for certain commodities

that are necessary

for our

products. Increased

frequency or

severity of

extreme weather

could also impair

our production

capabilities,

disrupt our

supply chain,

impact demand

for our

products, and

insurance and

other operating

costs.

Increasing concern

over

climate

change

or

other

issues

also

may

impact

demand

for

our

due

to

changes

in

preferences or

negative consumer

reaction to

our commitments

and actions

to address

these issues.

We

may also

become subject

to

legal

and

relating

to

climate

change

or

other

issues,

greenhouse

gas

emission

(e.g.,

carbon

taxes),

energy

policies,

initiatives

(e.g.,

single-use

plastic

limits),

and

If additional legal

and regulatory

requirements are

enacted and

are more aggressive

than the sustainability

measures that

we are currently

undertaking to reduce

our emissions and

improve our energy

efficiency and

other sustainability goals,

or if we

chose

to take actions to achieve more aggressive goals, we may experience significant

increases in our costs of operations.

We

have announced goals

and commitments to

reduce our carbon footprint.

If we fail to

achieve or improperly

report on our progress

toward

achieving

our

carbon

emissions

reduction

goals

and

commitments,

then

the

negative

publicity

could

harm

our

reputation and adversely affect demand for our products.

Financial and Economic Risks

Volatility

in

the

market

value

of

we

use

to

manage

to

in

prices

may

cause

volatility in our gross margins and net earnings.

We

utilize derivatives

to manage

price risk

for some

of our

principal ingredient

and energy

costs, including

grains (oats,

wheat, and

corn), oils (principally soybean),

dairy products, natural gas, and diesel

fuel. Changes in the values

of these derivatives are recorded

in

earnings, which

may result

in volatility

in both

gross margin

and net

earnings. These

losses are

reported in

cost of

sales in

Statements of Earnings

and in unallocated

corporate items outside

our segment operating

results until we

utilize the

underlying input in our manufacturing

process, at which time the gains

and losses are reclassified to segment

operating profit. We

also

record our grain inventories at net realizable value. We

may experience volatile earnings as a result of these accounting treatments.

Economic downturns could limit consumer demand for our products.

The

willingness

of

to

our

depends

in

part

on

local

In

periods

of

uncertainty,

may

more

generic,

private

label,

and

other

economy

brands

and

may

forego

certain

purchases

altogether.

In those circumstances,

we could experience

a reduction in sales

of higher margin

products or a shift

in our product mix

to

lower margin

offerings.

as a

economic conditions

or competitive

actions, we

may be

unable to

raise our

prices

sufficiently to

protect margins.

Consumers may

also reduce the

amount of food

that they consume

away from home

at customers that

purchase products

Foodservice segment.

Any of

these events

could have

an adverse

effect on

our results

of

operations.

We

have

a

amount

of

indebtedness,

which

could

limit

and

other

options

and

in

some

cases

affect our ability to pay dividends.

As

of

May

25,

2025,

we

had

total

debt

and

of

$14.9

billion.

The

under

which

we

have

issued

indebtedness

do not

prevent us

from

incurring

additional unsecured

indebtedness

in the

future.

Our level

of indebtedness

may

limit

our:

●

ability to

obtain additional

financing for

working capital,

capital expenditures,

or general

corporate purposes,

particularly if

the ratings assigned to our debt securities by rating organizations

were revised downward; and

●

flexibility to

adjust to

changing business

and market

conditions and

may make

us more

vulnerable to

a downturn

in general

economic conditions.

There are

various financial

covenants and

other restrictions

in our

debt instruments

and noncontrolling

interests. If

we fail to

comply

with any of

these requirements, the

related indebtedness,

and other unrelated

indebtedness, could

become due and

payable prior

to its

stated maturity and our ability to obtain additional or alternative financing

may also be adversely affected.

Our ability

to make

scheduled payments

on or

to refinance

our debt

obligations will

depend on

our operating

and financial

which

in

turn

is

subject

to

prevailing

and

to

financial,

and

other

factors

beyond

our

control.

We

depend

on stable,

liquid

and

well-functioning

capital and

credit markets

to fund

our operations.

Our financial

our

credit ratings,

interest rates,

the stability

of financial

institutions with

which we

partner, and

the liquidity

of the

overall global

capital

markets could affect our access to, and the availability,

terms and conditions, and cost of capital.

Volatility

in the

securities markets,

rates,

factors could

our defined

benefit

other postretirement benefit, and postemployment

benefit costs.

We

sponsor

a number

of defined

for employees

in the

United

States, Canada,

and various

foreign

locations, including

defined

benefit

retiree

health

and

welfare,

and

other

plans.

Our

major

defined

benefit

pension

plans are

funded with

trust assets

invested in

a globally

diversified portfolio

of securities

investments. Changes

in interest

rates, mortality

rates, health

care costs,

early

retirement rates,

returns, and

the market

plan

assets can

affect

the

funded status

of our

plans and

cause volatility

in the

net periodic

benefit cost

and future

funding requirements

of the

plans.

A

in

our

or

future

funding

could

have

a

negative

impact

on

our

results

of

operations and cash flows from operations.

A

change

in

the

the

future

of

our

or

a

cost

of

capital

used

to

value

our

units

or

our

assets

could

affect

our

results of operations and net worth.

we had $22.4

billion of

goodwill and

indefinite-lived intangible

assets. Goodwill for

each of

our reporting

units

is tested

impairment may

have occurred.

We

compare

the

value

of

the

unit,

goodwill,

to

the

fair

value

of

the

unit.

If

the

fair

value

of

the

reporting unit

is less than

unit, including

goodwill, impairment

has occurred.

of fair

value are determined

based on a

discounted cash

flow model. Growth

rates for sales

and profits are

determined using inputs

long-range planning process. We

also make estimates of discount rates, perpetuity growth assumptions,

market comparables, and other

factors.

If

current

expectations

for

growth

rates

for

sales

and

profits

are

not

met,

or

other

market

factors

and

macroeconomic

conditions were to change,

then our reporting units could

become significantly impaired. While

we currently believe that

our goodwill

is not impaired, different assumptions regarding

the future performance of our businesses could result in significant impairment

losses.

We

the

useful

lives

of

our

assets,

assets

with

the

Blue

Buffalo

,

,

,

,

Old El Paso

,

Tiki Pets

,

,

Nudges

,

Edgard &

Cooper

,

and

brands, to

determine if

they

are finite

or indefinite-lived.

determination on

useful

life requires

significant judgments

and assumptions

the

future

effects

of

demand,

competition,

other

factors

(such

as

the

stability

of

the

industry,

known

technological

advances,

legislative

action

that

results

in

an

uncertain

or

environment,

and

changes

in

distribution channels), the level of required maintenance expenditures,

and the expected lives of other related groups of assets.

Our

assets

are

also

tested

for

and

events

or

changes

in

that impairment

may have

occurred.

of the

of the

brands is

model

using inputs

including projected

revenues from

our long-range

plan, assumed

royalty rates which

payable if we

did not

own

the brands, and

a discount rate.

If current expectations

for growth

rates for sales

and margins

are not met,

or other market

factors and

macroeconomic

were

to

change,

then

our

assets

could

become

significantly

impaired.

Our

,

Nudges

,

Uncle Toby’s

,

True

Chews

, and

Kitano

brands had

risk of

decreasing

coverage

and we

to monitor

these businesses.

For further information

on goodwill and intangible

assets, please refer to

Note 6 to the Consolidated

Financial Statements in

this report.