GENERAL MILLS INC

REPORT OF MANAGEMENT RESPONSIBILITIES

The

of

General

Mills,

Inc.

is

responsible

for

the

fairness

and

accuracy

of

the

The

statements

have

been

prepared

in

with

principles

that

are

in

the

United

States,

using

management’s

best estimates and judgments where

appropriate. The financial information throughout

this Annual Report on Form

10-

K is consistent with our consolidated financial statements.

has established

a system

controls that

assurance that

assets are

adequately

safeguarded

and

are

accurately

in

all

respects,

in

with

management’s

We

a

strong

audit program

that independently

evaluates

the adequacy

and effectiveness

controls. Our

internal controls

provide

for

separation

of

duties

and

responsibilities,

and

there

are

documented

use

of

our

assets

and

proper

financial reporting. These formally stated and regularly communicated

policies demand highly ethical conduct from all employees.

Committee of

meets regularly

with management,

internal auditors,

and our

independent registered

public

firm

to

review

control,

auditing,

and

matters.

The

independent

registered

public

accounting firm, internal auditors, and employees have full and free access to

the Audit Committee at any time.

Committee reviewed

and approved

annual financial

statements. The

Audit Committee

recommended,

and

approved, that

be included

in the

Annual Report.

also appointed KPMG LLP to serve as the Company’s

independent registered public accounting firm for fiscal 2025.

/s/ J. L. Harmening

/s/ K. A. Bruce

J. L. Harmening

K. A. Bruce

Chief Executive Officer

To the Stockholders

and Board of Directors

General Mills, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control

Over Financial Reporting

We

have

audited

the

accompanying

balance

sheets

of

General

Mills,

Inc. and

(the

Company)

as

of

May 26, 2024, and May 28, 2023,

the related consolidated statements of

earnings, comprehensive income, total equity

and redeemable

and

cash

flows

for

each

of

the

years

in

the

period

ended

and

the

related

notes

and

statement schedule

II (collectively,

financial statements).

We

audited the

over

financial reporting as

of May 26, 2024, based

on criteria established

in

Internal Control

– Integrated Framework

(2013)

issued by the

Committee of Sponsoring Organizations of the Treadway

Commission.

In our

opinion, the

consolidated financial

statements referred

to above

present fairly,

in all material

respects, the

financial position

of

as of

May 26, 2024, and

May 28,

2023, and

the results

of its

operations and

its cash

flows for

each of

the years

in the

period

ended

in

conformity

with

U.S.

principles.

Also

in

our

opinion,

the

Company maintained,

in all material

respects, effective

reporting as of

May 26, 2024, based

on criteria

in

Internal

Control

–

Integrated

Framework

(2013)

issued

by

the

of

Sponsoring

Organizations

of

the

Treadway Commission.

Basis for Opinions

The Company’s

management is responsible

for these consolidated

financial statements, for

maintaining effective

internal control over

and

for

its

of

the

of

control

over

in

the

accompanying Management's

Report on

Internal Control

over Financial

Reporting. Our

responsibility is

to express

an opinion

on the

consolidated financial

statements and an

opinion on

over financial reporting

our

audits. We

are a

public accounting

firm registered

Public Company

Accounting Oversight

Board (United

States) (PCAOB)

and are required to

be independent with

respect to the Company

in accordance with the

U.S. federal securities laws

and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted

our audits in accordance with the

standards of the PCAOB. Those standards require

that we plan and perform the audits

to obtain

reasonable assurance

about whether

are free

of material

misstatement, whether

due to

error or fraud, and whether effective internal control over financial

reporting was maintained in all material respects.

Our audits of

the consolidated financial

statements included performing

procedures to assess

the risks of

material misstatement

of the

statements,

whether

due

to

error

or

fraud,

and

performing

that

respond

to

those

risks.

Such

examining,

on

a

test

basis,

evidence

the

amounts

and

disclosures

in

the

statements. Our audits also included

evaluating the accounting principles

used and significant estimates made

by management, as well

as evaluating

the overall

presentation

of the

Our

audit of

control over

included obtaining an understanding

of internal control over financial

reporting, assessing the risk that

a material weakness exists,

and

testing and

evaluating the

design and

operating effectiveness

control based

on the

assessed risk.

Our audits

also included

performing

such other

procedures as

we considered

necessary in

the circumstances.

We

our audits

provide a

basis for our opinions.

Definition and Limitations of Internal Control

Over Financial Reporting

A company’s

internal control over financial reporting is a

process designed to provide reasonable assurance

regarding the reliability of

financial reporting and

the preparation of

financial statements for

external purposes in

accordance with generally

accepted accounting

principles.

A

company’s

control

over

those

and

that

(1)

pertain

to

the

maintenance

of

records

that,

in

detail,

accurately

and

fairly

reflect

the

and

dispositions

of

the

assets

of

the

company; (2) provide

reasonable assurance that

transactions are recorded

as necessary to permit

preparation of financial

statements in

accordance with

generally accepted

accounting principles,

and that

receipts and

expenditures of

the company

are being

made only

in

with

authorizations

of

and

directors

of

the

company;

and

(3)

provide

assurance

prevention or timely detection of unauthorized acquisition, use, or

disposition of the company’s

assets that could have a material effect

on the financial statements.

Because of its inherent

limitations, internal control

over financial reporting may

not prevent or detect

misstatements. Also, projections

of any evaluation

of effectiveness to

future periods are

subject to the

risk that controls

may become inadequate

because of changes

in

conditions, or that the degree of compliance with the policies or procedures

may deteriorate.

Critical Audit Matter

The critical audit matter

communicated below is a

matter arising from the

current period audit of the

that was communicated

or required to

be communicated to

the audit committee

and that: (1) relates

to accounts or

disclosures that are

material to

and (2)

involved our

especially challenging,

subjective, or

complex judgments.

The

communication

of

a

audit matter

does

not

alter

in any

way

our

opinion

on the

statements, taken

as a

whole, and

we are

not, by

communicating the

critical audit

matter below,

providing a

separate opinion

on the

critical audit

matter or

on the accounts or disclosures to which it relates.

of goodwill and brand intangible assets

As discussed in Note 6 to the consolidated financial statements, the goodwill

and brands and other indefinite-lived intangibles

balances

as

of

May

26,

2024,

were

$14,750.7

million

and

$6,728.6

respectively.

The

tests

for

these

assets, which

are performed

annually and

impairment may

have

occurred, require

to estimate

units to

which goodwill

is assigned

as well

as the

brands and

other indefinite

-lived intangible

assets. The

estimates are

derived

from discounted

analyses

that

require

the

Company

to make

about

highly subjective

matters,

future

results,

revenue growth rates and operating margins,

and an estimate of the discount rates and royalty rates.

We

identified the

assessment of the

valuation of certain

goodwill and

brand intangible assets

as a critical

audit matter.

There

was

a

degree

of

in

evaluating

audit

evidence,

which

of

about

future

results,

specifically

the

revenue

growth

rates

and

margins,

royalty

rates

and

subjective inputs used to estimate the discount rates.

The

are

the

primary

we

to address

this critical

audit

matter.

We

the

design

and

tested

the

of

controls

related

to

the valuation

of goodwill

and

brand

assets. This

included controls related

to the assumptions

about future operating

results and the discount

and royalty rates

used to measure

the fair value

of the reporting

units and brands

intangible assets.

We

performed sensitivity

analyses over

the revenue

growth

rates, operating margins, brand

royalty rates and discount rates

to assess the impact of

other points within a range

of potential

assumptions.

We

the

revenue

growth

rates

and

margin

by

comparing

them

to

recent

financial performance

and external

market and

industry data.

We

evaluated whether

these assumptions

were consistent

with

evidence obtained

in other areas

of the audit.

We

involved professionals with

specialized skills and

knowledge, who assisted

in the evaluation

of the Company’s

discount rates by

comparing them

against rate ranges

that were independently

developed

using publicly available market data

for comparable entities and the royalty

rates by evaluating the methods, assumptions

and

market data used to estimate the royalty rates.

/s/

KPMG

LLP

We have served

as the Company’s auditor since 1928.

Minneapolis, Minnesota

(In Millions, Except per Share Data)

$

$

$

12,925.1

13,548.4

12,590.6

Selling, general, and administrative expenses

3,259.0

3,500.4

3,147.0

(444.6)

(194.1)

241.4

56.2

(26.5)

3,431.7

3,433.8

3,475.8

Benefit plan non-service income

(75.8)

(88.8)

(113.4)

Interest, net

479.2

382.1

379.6

Earnings before income taxes and after-tax earnings

from joint ventures

3,028.3

3,140.5

3,209.6

Income taxes

594.5

612.2

586.3

84.8

81.3

111.7

Net earnings, including earnings attributable to redeemable and

2,518.6

2,609.6

2,735.0

Net earnings attributable to redeemable and noncontrolling interests

22.0

15.7

27.7

$

2,496.6

$

2,593.9

$

2,707.3

Earnings per share — basic

$

4.34

$

4.36

$

4.46

Earnings per share — diluted

$

4.31

$

4.31

$

4.42

Dividends per share

$

2.36

$

2.16

$

2.04

(In Millions)

$

2,518.6

$

2,609.6

$

2,735.0

Other comprehensive (loss) income, net of tax:

(86.6)

(110.8)

(175.9)

Net actuarial (loss) income

(187.1)

(228.0)

101.6

(3.2)

1.3

7.0

(7.4)

342.2

(2.5)

(18.7)

35.1

Amortization of losses and prior service costs

36.7

56.9

75.8

Other comprehensive (loss) income, net of tax

(242.7)

(306.7)

385.8

income

2,275.9

2,302.9

3,120.8

Comprehensive income (loss) attributable to

22.1

15.4

(45.2)

Comprehensive income attributable to General Mills

$

2,253.8

$

2,287.5

$

3,166.0

(In Millions, Except Par Value)

ASSETS

Current assets:

Cash and cash equivalents

$

418.0

$

585.5

1,696.2

1,683.2

1,898.2

2,172.0

Prepaid expenses and other current assets

568.5

735.7

assets

4,580.9

5,176.4

Land, buildings, and equipment

3,863.9

3,636.2

Other intangible assets

6,979.9

6,967.6

Other assets

1,294.5

1,160.3

Total assets

$

31,469.9

$

31,451.7

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

3,987.8

$

4,194.2

Current portion of long-term debt

1,614.1

1,709.1

Notes payable

11.8

31.7

Other current liabilities

1,419.4

1,600.7

7,033.1

7,535.7

Long-term debt

11,304.2

9,965.1

2,200.6

2,110.9

Other liabilities

1,283.5

1,140.0

Total liabilities

21,821.4

20,751.7

Stockholders’ equity:

Common stock,

754.6

shares issued, $

0.10

par value

75.5

75.5

Additional paid-in capital

1,227.0

1,222.4

Retained earnings

20,971.8

Common stock in treasury,

at cost, shares of

195.5

and

168.0

(10,357.9)

Accumulated other comprehensive loss

Total stockholders’

equity

9,396.7

10,449.6

Noncontrolling interests

251.8

250.4

Total equity

9,648.5

Total liabilities and equity

$

31,469.9

$

31,451.7

Consolidated Statements of Total

Equity and Redeemable Interest

(In Millions, Except per Share Data)

Shares

Amount

Shares

Amount

Shares

Amount

Total equity,

beginning balance

$

$

10,788.0

$

9,773.2

Common stock,

billion shares authorized, $

0.10

par value

754.6

75.5

754.6

75.5

754.6

75.5

Additional paid-in capital:

1,222.4

1,182.9

1,365.5

Stock compensation plans

(11.7)

34.5

17.9

Unearned compensation related to stock unit awards

(78.1)

(104.7)

(92.2)

Earned compensation

94.4

109.7

104.5

Decrease in redemption value of

redeemable interest

14.1

Reversal of cumulative redeemable interest

value adjustments

(207.4)

Acquisition of noncontrolling interest

(19.5)

1,227.0

1,222.4

1,182.9

Retained earnings:

18,532.6

17,069.8

2,496.6

2,593.9

2,707.3

Cash dividends declared ($

2.36

, $

2.16

, and $

2.04

per share)

(1,244.5)

20,971.8

18,532.6

Common stock in treasury:

(168.0)

(155.7)

(7,278.1)

(146.9)

(6,611.2)

Shares purchased, including excise tax of $

18.8

million, $-,

N/A

(29.2)

(2,021.2)

(18.0)

(13.5)

(876.8)

Stock compensation plans

1.7

73.3

5.7

271.7

4.7

209.9

(195.5)

(10,357.9)

(168.0)

(155.7)

(7,278.1)

Accumulated other comprehensive loss:

(1,970.5)

(2,429.2)

Comprehensive (loss) income

(242.8)

(306.4)

458.7

(1,970.5)

Noncontrolling interests:

250.4

245.6

302.8

Comprehensive income (loss)

22.1

15.4

(16.0)

Distributions to noncontrolling interest holders

(21.3)

(15.7)

(129.8)

Reclassification from redeemable interest

561.6

Reversal of cumulative redeemable interest

value adjustments

207.4

Change in ownership interest

0.6

Divestiture

5.1

(680.4)

251.8

250.4

245.6

Total equity,

ending balance

$

9,648.5

$

$

10,788.0

Redeemable interest:

$

$

$

604.9

Comprehensive loss

(29.2)

Decrease in redemption value of

redeemable interest

(14.1)

Reclassification to noncontrolling interest

(561.6)

$

$

$

(In Millions)

Cash Flows - Operating Activities

Net earnings, including earnings attributable to redeemable and noncontrolling interests

$

2,518.6

$

2,609.6

$

2,735.0

Adjustments to reconcile net earnings to net cash provided by operating activities:

552.7

546.6

570.3

(84.8)

(81.3)

(111.7)

Distributions of earnings from joint ventures

50.4

69.9

107.5

Stock-based compensation

95.3

111.7

98.7

(48.5)

(22.2)

62.2

Pension and other postretirement benefit plan contributions

(30.1)

(30.1)

(31.3)

Pension and other postretirement benefit plan costs

(27.0)

(27.6)

(30.1)

(444.6)

(194.1)

223.5

24.4

(117.1)

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

10.6

(48.9)

277.4

41.9

71.1

(50.7)

3,302.6

2,778.6

3,316.1

Cash Flows - Investing Activities

(774.1)

(689.5)

(568.7)

Acquisitions, net of cash acquired

(451.9)

(251.5)

(1,201.3)

(2.7)

(32.2)

15.4

Proceeds from disposal of land, buildings, and equipment

0.8

1.3

3.3

Proceeds from divestitures, net of cash divested

633.1

74.1

30.5

(7.6)

(13.5)

Net cash used by investing activities

(1,197.4)

(346.4)

(1,690.7)

Cash Flows - Financing Activities

Change in notes payable

(20.5)

(769.3)

551.4

Issuance of long-term debt

2,065.2

2,324.4

2,203.7

Payment of long-term debt

(901.5)

(1,421.7)

(3,140.9)

Proceeds from common stock issued on exercised options

25.5

232.3

161.7

Purchases of common stock for treasury

(2,002.4)

(876.8)

Dividends paid

(1,244.5)

Distributions to redeemable and noncontrolling interest holders

(21.3)

(15.7)

(129.8)

(53.9)

(62.6)

(28.0)

Net cash used by financing activities

(2,272.3)

(2,404.1)

(2,503.2)

Effect of exchange rate changes on cash and cash equivalents

(0.4)

(12.0)

(58.0)

(Decrease) increase in cash and cash equivalents

(167.5)

16.1

(935.8)

Cash and cash equivalents - beginning of year

585.5

569.4

1,505.2

Cash and cash equivalents - end of year

$

418.0

$

585.5

$

569.4

Cash flow from changes in current assets and liabilities, excluding the effects of acquisitions and

divestitures:

$

(1.8)

$

(41.2)

$

(166.3)

287.6

(319.0)

(85.8)

Prepaid expenses and other current assets

167.0

61.6

(35.3)

Accounts payable

(251.2)

199.8

456.7

Other current liabilities

(191.0)

49.9

108.1

Changes in current assets and liabilities

$

10.6

$

(48.9)

$

277.4

Notes to Consolidated Financial Statements

NOTE 1. BASIS OF PRESENTATION

AND RECLASSIFICATIONS

Basis of Presentation

Our Consolidated Financial

Statements include the

accounts of General

Mills, Inc. and all

subsidiaries in which

we have a controlling

interest.

Intercompany

and

accounts,

any

and

interests’

share

of

those

transactions, are eliminated in consolidation.

Our fiscal year ends on the last Sunday in May.

Our India business is on an April fiscal year end.

Certain

reclassifications

to

our

have

been

made

to

conform

to

the

current

period

presentation.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES

Cash and Cash Equivalents

We consider all investments

purchased with an original maturity of three months or less to be cash equivalents.

All

inventories

in

the

United

States

other

than

grain

are

valued

at

the

lower

of

cost,

using

the

last-in,

first-out

(LIFO)

method,

or

market. Grain inventories are

valued at net realizable

value, and all related cash

contracts and derivatives are valued

at fair value, with

all net changes in value recorded in earnings currently.

outside

of the

United

States are

valued

at

the lower

of

cost, using

the

first-in,

first-out

(FIFO) method,

or net

realizable value.

Shipping

costs associated

distribution of

finished product

to our

customers are

recorded as

cost of

are recognized

when the related finished product is shipped to and accepted by the customer.

Land, Buildings, Equipment, and Depreciation

Land is recorded at historical cost.

Buildings and equipment, including

capitalized interest and internal engineering

costs, are recorded

at

cost

and

depreciated

over

useful

lives,

using

the

straight-line

method.

Ordinary

maintenance

and

repairs

are

charged

to

cost

of

sales.

Buildings

are

usually

depreciated

over

years,

and

equipment,

furniture,

and

software

are

usually

depreciated over

to

years. Fully depreciated assets are retained

in buildings and equipment until disposal.

When an item is sold or

retired,

the

are

relieved

of

its

cost

and

related

and

the

gains

and

losses,

if

any,

are

recognized in earnings.

Long-lived assets

are reviewed

whenever events

or changes

an

asset

(or

asset

group)

may

not

be

recoverable.

An

loss

would

be

when

undiscounted

future

cash

flows from

the operation

and disposition

of the

asset group

are less

than the

carrying amount

of the

asset group.

Asset groups

have

identifiable cash

flows and

are largely

independent of

other asset groups.

Measurement of

an impairment

loss would

be based

on the

excess

of

the

the

asset group

over

value.

Fair

value

is measured

using

cash

flow model

or

independent appraisals, as appropriate.

Goodwill and Other Intangible Assets

is

not

subject

to

and

is

tested

for

and

events

or

changes

in

indicate that impairment may have

occurred. We

perform our annual goodwill and

indefinite-lived intangible assets impairment

test as

of the

first day

of the

of the

fiscal year.

Impairment testing

is performed

for each

of our

reporting units.

We

compare

the

value

of

a

unit,

goodwill,

to

the

fair

value

of

the

unit.

Carrying

value

is

based

on

the

assets

and

with

the

of

that

unit,

which

often

allocation

of

shared

or

items

among

units.

If

the

amount

of

a

unit

exceeds

its

fair

value,

has

occurred.

We

an

impairment charge

for the

amount by

which the carrying

unit exceeds

value up

to the

total amount

of

goodwill allocated

to the

reporting unit.

of fair

value are

determined based

on a

model. Growth

rates for sales and profits are determined using inputs from our long-range

planning process. We also make

estimates of discount rates,

perpetuity growth assumptions, market comparables, and other factors.

We evaluate the

useful lives of our other intangible assets, mainly brands, to

determine if they are finite or indefinite-lived.

Reaching a

on

useful

life

and

the

future

effects

of

demand,

competition, other economic

factors (such as the

stability of the industry,

known technological advances,

legislative action that

results

in an uncertain or

changing regulatory environment,

and expected changes in

distribution channels), the level

of required maintenance

and

the

lives

of

other

related

groups

of

assets.

Intangible

assets

that

are

deemed

to

have

finite

lives

are

amortized on a straight-line basis, over their useful lives, generally ranging

from

to

years.

Our indefinite-lived

intangible assets,

mainly intangible

assets primarily

associated with

the

Blue Buffalo

,

,

,

Old El

Paso

,

,

,

Nudges

, and

brands, are also tested

for impairment annually

and whenever events or

changes

their carrying

value may

not be

recoverable. Our

estimate of

the brands

on a

cash

flow

model

using

inputs

which

from

our

plan,

assumed

royalty

rates

that

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

Our finite-lived intangible

assets, primarily acquired

customer relationships, are

reviewed for impairment

whenever events or changes

in circumstances indicate

that the carrying amount

of an asset may not

be recoverable. An impairment

loss would be recognized

when

estimated undiscounted future cash

flows from the operation and disposition

of the asset are less than the

carrying amount of the asset.

Assets generally

have identifiable

and are

largely independent

of other

assets. Measurement

of an

impairment loss

would

be

the

excess of

the asset

over

value.

Fair

value

is measured

using

cash

flow

model or other similar valuation model, as appropriate.

Leases

We

determine whether

an arrangement

is a lease

at inception.

When our

lease arrangements

include lease and

non-lease components,

we account for lease and non-lease components (e.g. common area maintenance)

separately based on their relative standalone prices.

Any

lease

with

an

initial

term

of

months

or

less

are

not

on

our

Balance

Sheets,

and

we

recognize lease costs for these

lease arrangements on a straight-line

basis over the lease term. Many

of our lease arrangements provide

us with

options to

exercise one

or more

renewal terms

or to

terminate the

lease arrangement.

We

include these

options when

we are

reasonably certain

to exercise them

in the lease

term used to

establish our

right of use

assets and lease

liabilities. Generally,

our lease

agreements do not include an option to purchase the leased asset, residual value guarantees,

or material restrictive covenants.

We

have

certain

lease

with

rental

payments.

Our

lease

for

our

retail

shops

often

include rental payments

that are based

on a percentage

of retail sales. We

have other lease

arrangements that are

adjusted periodically

an inflation

index or rate.

The future

variability of these

payments and

adjustments are

unknown, and

therefore they

are not

as

minimum

lease

used

to

our

right

of

use

assets

and

lease

liabilities.

Variable

rental

are

recognized in the period in which the obligation is incurred.

As

most

of

our

lease

do

not

provide

an

implicit

rate,

we

apply

an

incremental

borrowing

rate

based

on

the

information available at the commencement date of the lease arrangement

to determine the present value of lease payments.

Investments in Unconsolidated Joint Ventures

Our

in

companies

over

which

we

have

the

ability

to

influence

are

stated

at

cost

plus

our

share

of

undistributed

or

losses.

We

receive

royalty

income

from

certain

joint

ventures,

incur

various

(primarily

research

and

development),

and

record

the

tax

impact

of

certain

joint

venture

that

are

structured

as

partnerships.

In

we

make

advances

to

our

joint

in

the

form

of

loans

or

capital

investments.

We

also

sell

certain

raw

semi-finished

goods, and finished goods to the joint ventures, generally at market prices.

we assess our

investments in our

joint ventures if

we have reason

to believe an

impairment may have

occurred including,

but not

limited to,

as a

ongoing operating

losses, projected

decreases in

earnings, increases

in the

cost of

capital,

or

disruptions.

The

used

to

fair

value

include

revenue

growth

and

profitability,

royalty

rates,

capital

spending,

and

taxes,

foreign

rates,

and

a

rate.

By

their

nature, these projections

and assumptions are uncertain.

If we were to

determine the current

fair value of our

investment was less than

the carrying value of

the investment, then we

would assess if the

shortfall was of a temporary

or permanent nature and

write down the

investment to its fair value if we concluded the impairment is other than temporary.

Revenue Recognition

Our revenues primarily result

from contracts with customers,

which are generally short-term

and have a single performance

– the

delivery of

product. We

recognize revenue

for the

sale of packaged

foods at the

point in

time when our

performance obligation

has been satisfied and control of the

product has transferred to our customer,

which generally occurs when the shipment

is accepted by

our customer.

Sales include

shipping and

handling charges

billed to

the customer

and are

net of

variable consideration

and

payable

to

our

trade

promotion,

coupon

redemption

and

other

reductions

to

the

price,

estimated allowances

for

returns, unsalable

and

prompt

pay

discounts.

Sales, use,

value-added,

and

other

excise

taxes

are

not

in

revenue.

Trade

promotions

are

using

of

participation and

performance levels

for offered

programs at

the time

of sale.

Differences between

estimated and

actual reductions

to

the

price

are

as

a

change

in

in

a

period.

We

do

not

allow

a

right

of

return.

However,

on a

limited case-by-case

basis with

prior

approval, we

may

allow customers

to return

product. In

limited circumstances,

product

returned

in

saleable

condition

is

resold

to

other

or

outlets.

from

do

not

bear

interest. Payment terms and

collection patterns vary around

the world and by

channel, and are short-term,

and as such, we do

not have

any significant financing components.

Our allowance for doubtful

accounts represents our estimate of

expected credit losses related

to

our

trade

receivables.

We

pool

our

trade

receivables

based

on

similar

risk

characteristics,

such

as

geographic

location,

channel, and other

account data. To

estimate our allowance

for doubtful

accounts, we leverage

information on historical

losses, asset-

risk

characteristics,

current

conditions,

and reasonable

and

supportable

forecasts of

future

Account

balances

are

written off

against the

allowance when

we deem

the amount

is uncollectible.

Note 17

for a

disaggregation of

our revenue

into

that

depict

how

the

nature,

amount,

timing,

and

uncertainty

of

revenue

and

cash

flows

are

by

factors. We do

not have material contract assets or liabilities arising from our contracts with customers.

Environmental Costs

Environmental costs

existing conditions

caused by

past operations

that do

not contribute

to current

or future

revenues are

expensed. Liabilities

for anticipated

remediation costs

on an

undiscounted basis

when they

are probable

and reasonably

estimable, generally no later than the completion of feasibility studies or our commitment

to a plan of action.

Advertising Production Costs

We expense the

production costs of advertising the first time that the advertising takes place.

Research and Development

All expenditures for research and development

(R&D) are charged against earnings in the period

incurred. R&D includes expenditures

for

new

product

and

process

and

the

annual

are

comprised

of

salaries,

wages, consulting, and supplies

attributable to R&D activities.

Other costs include depreciation

and maintenance of research

including assets at facilities that are engaged in pilot plant activities.

Foreign Currency Translation

For

all

foreign

operations,

the

functional

is

the

local

currency.

Assets

and

of

these

are

translated

at

the

period-end

rates.

Income

statement

are

translated

using

the

average

rates

prevailing

during the period. Translation

adjustments are reflected within

accumulated other comprehensive

loss (AOCI) in stockholders’

equity.

Gains

and

losses

from

foreign

are

in

net

for

the

period,

except

for

gains

and

losses

on

in

for

which

settlement

is not

planned

for

the foreseeable

future and

foreign

losses

on

instruments designated as net investment hedges. These gains and losses are recorded

in AOCI.

Derivative Instruments

All derivatives are recognized

on our Consolidated

Balance Sheets at fair

value based on quoted

market prices or our

estimate of their

fair value,

and are

either current

or noncurrent

assets or

liabilities based

on their

maturity.

Changes in

derivatives are

net earnings

or other

comprehensive income,

whether the

instrument is

designated and

as

a

hedge

and,

if

so,

the

type

of

hedge

transaction.

Gains

or

losses

on

in

AOCI

are

to

in

the

period

the

hedged

item

affects

earnings.

If

the

hedged

ceases

to

exist,

any

associated amounts

in AOCI

are reclassified

to earnings

at that

time. Cash

flows from

instruments are

reported in cash flows from operating activities in our Consolidated

Statements of Cash Flows.

Stock-based Compensation

We generally

measure compensation expense for grants of restricted stock

units and performance share units using the value of

a share

of

our

stock

on

the

date

of

grant.

We

the

value

of

stock

option

grants

using

a

Black-Scholes

model.

Generally,

is recognized

straight

line over

the

vesting

period.

Our stock-based

expense is

in

selling, general

,

and administrative

(SG&A) expenses

and cost

in our

of Earnings

and allocated

to

each reportable segment in our segment results.

Certain equity-based compensation plans contain provisions

that accelerate vesting of awards upon retirement, termination,

or death of

eligible

and

directors.

We

consider

a

award

to

be vested

when

the employee’s

or

director’s

retention

of

the

award

is no

longer

contingent

on

providing

the

related

cost

is generally

immediately

for

awards

granted

to

retirement-eligible

individuals

or

over

the

period

from

the

grant

date

to

the

date

eligibility is achieved, if less than the stated vesting period.

We report the

benefits of tax deductions in excess of recognized compensation cost as an operating

cash flow.

Defined Benefit Pension, Other Postretirement Benefit, and Postemployment

We

sponsor

several domestic

defined

to provide

pension, health

care, and

other welfare

benefits to

retired

employees. Under

certain circumstances,

we also

provide accruable

benefits, primarily

severance, to

former or

inactive employees

in

the

United

States,

Canada,

and

Mexico.

We

an

for

any

of

these

that

vest

or

with

Postemployment benefits

that do not

vest or

accumulate with

service (such

as severance

based solely

on annual pay

rather than

years

of service) are charged to expense when incurred. Our postemployment

benefit plans are unfunded.

We

recognize the underfunded

or overfunded status

of a defined

benefit pension plan

as an asset

or liability and

recognize changes

in

the funded status in the year in which the changes occur through AOCI.

Use of Estimates

Preparing

our

in

conformity

with

principles

in

the

United

States

us to

make estimates

and assumptions

that affect

reported amounts

of assets

and

liabilities, disclosures

of contingent

assets

and liabilities

at the

date of

the financial

statements, and

the reported

amounts of

revenues and

expenses during

period.

These

include

our

for

revenue

recognition,

of

long-lived

assets, intangible

assets,

income

taxes,

and

defined benefit pension, other postretirement benefit and postemployment

benefit plans. Actual results could differ from our

estimates.

New Accounting Standards

In the first quarter

of fiscal 2024, we

adopted optional accounting guidance

to ease the burden

in accounting for reference

rate reform.

The new

standard provides

temporary expedients

and exceptions

to existing

accounting requirements

for contract

modifications

and

hedge

related

to transitioning

from

rates. This

resulted

in

modifying

where necessary,

to

apply a new reference rate,

primarily SOFR. The adoption of

this accounting guidance did not

have a material impact on our results

of

operations and financial position.

In the

2024, we adopted

new requirements

for enhanced

disclosures related

to supplier

financing programs.

The

new standard requires

disclosure of the

key terms of

the program and

a rollforward of

the related obligation

during the annual

period,

the

amount

of

confirmed

and

subsequently

paid.

We

have

historically

the

key

terms

of

these

programs

and

the

outstanding.

The

rollforward

requirement

is

for

fiscal

years

beginning

after

December 15,

2023, which

for us

is the

2025. The

adoption of

this guidance

did not

have a

material impact

on

our financial statements and related disclosures.

NOTE 3. ACQUISITIONS AND DIVESTITURES

During the fourth quarter

of fiscal 2024, we acquired

a pet food business in Europe,

for a purchase price of $

434.5

million, net of cash

acquired. The

purchase price

includes approximately

$

million related

to a

holdback, which

we expect

to pay

in the

of

fiscal

2025,

contingent

upon

certain

closing

requirements.

We

financed

the

with

cash

on

hand.

We

the

business into

Balance Sheets

and recorded

goodwill of

$

318.1

million, an

indefinite-lived brand

intangible asset

of

$

118.4

a finite-lived

customer relationship

asset of

$

14.2

million. The

goodwill is

in the

International segment

and is

not deductible

for tax

purposes. The

pro forma

effects of

this acquisition

were not

material. We

have conducted

a preliminary

of

value

of the

liabilities of

the business

and

will continue

to review

these

items during

the

measurement period.

If new information

is obtained

about facts

and circumstances

that existed

at the

acquisition date, the

will

be

revised

to

reflect

the

to

current

of

these

items.

The

results

will

be

as

part

of

our

segment

in

future

periods

on

a

one-month

lag.

in

fiscal

2024,

our

Consolidated Statements of Earnings do not include results of this business.

During

the first

quarter

2023,

we

TNT Crust,

a

manufacturer

of high-quality

frozen pizza

crusts

for

regional

and

national pizza

chains, foodservice

distributors, and

retail outlets,

for a

purchase price

of $

253.0

million. We

financed the

with U.S. commercial paper.

We consolidated

the TNT Crust business into

our Consolidated Balance Sheets

and recorded goodwill of

$

156.7

million. The

goodwill is

included in

the North

America Foodservice

segment and

is not

deductible for

tax purposes.

The pro

forma effects of this acquisition were not material.

2023,

we completed

the sale

of our

Suddenly

Salad side

dishes business

to

Eagle Family Foods Group for $

606.8

million and recorded a pre-tax gain of $

442.2

In fiscal 2022, we sold our European dough businesses and recorded

a net pre-tax gain on sale of $

30.4

During

the

third

quarter

of

fiscal

2022,

we

sold

our

in

Yoplait

SAS,

Yoplait

Marques

SNC,

and

Marques

Sàrl

to

Sodiaal International (Sodiaal) in

exchange for Sodiaal’s

interest in our Canadian yogurt business, a

modified agreement for the

use of

Yoplait

and

brands in the

United States and

Canada, and cash.

We

recorded a net

pre-tax gain of

$

163.7

million on the

sale of

these businesses.

During

the

first

quarter

of

fiscal

2022,

we

Tyson

Foods’

pet

treats

for

$

1.2

billion

in

cash.

We

financed

the

with

a

of

cash

on

hand

and

short-term

debt.

We

Tyson

Foods’

pet

treats

into

our

Balance

Sheets

and

of

$

762.3

assets

for

the

Nudges

,

Top

Chews

, and

True

Chews

brands

totaling

$

330.0

million

in

aggregate,

and

a

finite-lived

customer

asset

of

$

40.0

The goodwill is included in

the Pet reporting unit and is

deductible for tax purposes. The

pro forma effects of

this acquisition were not

material.

NOTE 4. RESTRUCTURING, IMPAIRMENT,

AND OTHER EXIT COSTS

INTANGIBLE ASSET

IMPAIRMENTS

In fiscal 2024, we

recorded a $

117.1

million non-cash goodwill impairment

charge related to

our Latin America reporting

unit. Please

see Note 6 for additional information.

recorded $

103.1

non-cash impairment

charges related

to our

Top

Chews

,

True

Chews

,

and

EPIC

brand

intangible assets. Please see Note 6 for additional information.

RESTRUCTURING INITIATIVES

We view

our restructuring activities as actions

that help us meet our long-term

growth targets and are evaluated

against internal rate of

return and net

present value targets.

Each restructuring

action normally takes

one to two

years to complete.

At completion (or

as each

major stage

is completed

in the

case of

multi-year programs),

the project

begins to

deliver cash

savings and/or

reduced depreciation.

These activities

various restructuring

costs, including

asset write-offs,

exit charges

including severance,

contract termination

fees, and decommissioning

and other costs.

Accelerated depreciation

associated with restructured

assets, as used

in the context

of our

disclosures

refers

to

the

in

expense

caused

by

shortening

the

useful

life

or

updating

the salvage

value

of depreciable

fixed

assets to

coincide

end of

under an

plan.

Any impairment of the asset is recognized immediately in the period the plan

is approved.

Restructuring charges recorded in fiscal 2024 were

Commercial strategy actions

$

18.6

Charges associated with restructuring actions previously

20.2

charges

$

38.8

In fiscal 2024, we approved

restructuring actions to enhance the

go-to-market commercial strategy and related

organizational structure

of our

Pet segment.

We

incur approximately

$

restructuring charges

and project-related

costs related

of

which

$

million

will

be

cash.

These

charges

are

to

consist

of

$

million

of

accelerated depreciation

and $

other costs,

including severance.

We

recognized $

13.7

accelerated depreciation

and $

4.9

million of other costs in fiscal 2024. We

expect these actions to be completed by the end of fiscal 2026.

increased the

estimate of

restructuring charges

that we

incur related

to our previously

announced actions

in

the

segment

to drive

efficiencies

in manufacturing

and

logistics operations.

As a

result,

we

$

3.4

million

long-lived

asset

charge.

We

have

incurred

$

million

of

charges

and

costs

related

to

these

of

which

$

million

was

cash.

These

charges

consisted

of

$

million

of

severance

and

$

million

of

other

costs,

asset

write-offs.

We

expect

to

pay

$

million

in

cash

related

to

these actions and record immaterial charges in fiscal 2025.

Certain actions are subject to union negotiations and works counsel consultations,

where required.

We paid net

$

35.5

million of cash related to restructuring actions in fiscal 2024. We

paid net $

36.6

million of cash in fiscal 2023.

Restructuring charges recorded in fiscal 2023 were

Global supply chain actions

$

36.2

Network optimization actions

6.4

Charges associated with restructuring actions previously

18.4

charges

$

61.0

Restructuring charges recorded in fiscal 2022 were

International manufacturing and logistics operations

$

15.0

Net recoveries associated with restructuring actions previously announced

(38.2)

Total net restructuring

recoveries

$

(23.2)

Restructuring and impairment charges and project-related

costs are classified in our Consolidated Statements of Earnings as follows:

$

241.4

$

56.2

$

(26.5)

17.6

4.8

3.3

and impairment charges (recoveries)

259.0

61.0

(23.2)

Project-related costs classified in cost of sales

$

2.0

$

2.4

$

The roll forward of our restructuring and other exit cost reserves, included

in other current liabilities, is as follows:

Severance

Other Exit

Costs

Total

Reserve balance as of May 30, 2021

$

147.3

$

1.5

$

148.8

Fiscal 2022 charges, including foreign currency translation

2.2

1.2

3.4

Reserve adjustment

(34.0)

(34.0)

Utilized in fiscal 2022

(80.1)

(1.3)

(81.4)

Reserve balance as of May 29, 2022

35.4

1.4

36.8

Fiscal 2023 charges, including foreign currency translation

41.6

0.1

41.7

Utilized in fiscal 2023

(29.4)

(1.4)

(30.8)

Reserve balance as of May 28, 2023

47.6

0.1

47.7

Fiscal 2024 charges, including foreign currency translation

0.1

0.1

Utilized in fiscal 2024

(32.8)

(0.2)

(33.0)

Reserve balance as of May 26, 2024

$

14.8

$

$

14.8

The charges

the roll forward

of our reserves

for restructuring

and other exit

costs do not

include items

charged

to expense (e.g., asset impairment charges,

the gain or loss on the sale of restructured assets, and

the write-off of spare parts) and

other

exit

costs

as

incurred,

as

those

items

are

not

reflected

in

our

and

other

exit

cost

reserves

on

our

NOTE 5. INVESTMENTS IN UNCONSOLIDATED

JOINT VENTURES

We

have a

percent interest

in Cereal

Partners Worldwide

(CPW), which

manufactures and

markets ready-to-eat

cereal products

in

outside

the

United

States

and

Canada.

CPW

also

markets

cereal

bars

in

European

and

manufactures private label cereals for

customers in the United Kingdom.

We have

guaranteed a portion of CPW’s

debt and its pension

obligation in the United Kingdom.

We

a

percent interest

in Häagen-Dazs

Japan, Inc.

(HDJ). This joint

venture manufactures

and markets

ice

cream products and frozen novelties.

Results from our CPW and HDJ joint ventures are reported for the

12 months

ended March 31.

Joint venture related balance sheet activity is as follows:

Cumulative investments

$

368.9

$

401.5

Goodwill and other intangible assets

448.9

444.1

Aggregate advances included in cumulative investments

280.8

275.6

Joint venture earnings and cash flow activity is as follows:

Sales to joint ventures

$

4.8

$

5.8

$

6.3

Net advances (repayments)

2.7

32.2

(15.4)

Dividends received

50.4

69.9

107.5

Summary combined financial information for the joint ventures on

a 100 percent basis is as follows:

CPW

$

1,718.5

$

1,618.9

$

1,706.5

HDJ

319.3

338.5

427.8

Total net sales

2,037.8

1,957.4

2,134.3

Gross margin

672.2

667.7

803.1

Earnings before income taxes

145.2

169.3

249.9

Earnings after income taxes

119.9

126.9

201.0

Current assets

$

777.4

$

817.7

Noncurrent assets

784.0

772.7

Current liabilities

1,310.6

1,300.0

Noncurrent liabilities

88.2

100.3

NOTE 6. GOODWILL AND OTHER INTANGIBLE

ASSETS

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

$

$

Other intangible assets:

Intangible assets not subject to amortization:

Brands and other indefinite-lived intangibles

6,728.6

6,712.4

Intangible assets subject to amortization:

Customer relationships and other finite-lived intangibles

402.2

386.3

Less accumulated amortization

(150.9)

(131.1)

Intangible assets subject to amortization

251.3

255.2

Other intangible assets

6,979.9

6,967.6

Total

$

21,730.6

$

21,478.8

Based on

finite-lived intangible

assets as of

May 26,

2024, amortization

expense for

each of

the next five

fiscal

years is estimated to be approximately $

The changes in the carrying amount of goodwill for fiscal 2022, 2023, and 2024

are as follows:

North

America

Retail

Pet

North

America

Corporate

and Joint

Ventures

Total

Balance as of May 30, 2021

$

6,689.3

$

5,300.5

$

648.8

$

978.2

$

445.6

$

14,062.4

762.3

762.3

(201.8)

(201.8)

Reclassified to assets held for sale

(130.0)

(130.0)

foreign

(6.4)

(54.8)

(53.2)

(114.4)

Balance as of May 29, 2022

6,552.9

6,062.8

648.8

721.6

392.4

14,378.5

156.8

156.8

(2.0)

(0.4)

(2.4)

foreign

(8.5)

(12.8)

(0.4)

(21.7)

6,542.4

6,062.8

805.6

708.4

392.0

Acquisitions

318.1

26.9

345.0

Impairment charge

(117.1)

(117.1)

foreign

(0.5)

(0.1)

7.7

4.5

11.6

Balance as of May 26, 2024

$

6,541.9

$

6,062.8

$

805.5

$

917.1

$

423.4

$

The changes in the carrying amount of other intangible assets for fiscal 2022, 2023, and

2024 are as follows:

Total

Balance as of May 30, 2021

$

7,150.6

370.0

(621.8)

Intellectual property intangible asset

210.4

(109.3)

Balance as of May 29, 2022

6,999.9

3.8

Divestiture

(3.6)

(32.5)

6,967.6

132.6

Impairment charges

(103.1)

(17.2)

Balance as of May 26, 2024

$

6,979.9

Our

annual

and

assets

test

was

on

the

first

day

of

the

second

quarter

of

fiscal 2024. As a

result of lower future profitability

projections for our Latin

America reporting unit, we

determined that the fair

value

of the

unit was

less than

its book

value

and

$

117.1

million non-cash

charge.

during the

executed our

fiscal 2025

planning process

and preliminary

long-range planning

process,

which resulted in

lower future sales and

profitability projections for

the businesses supporting

our

Top

Chews

,

, and

EPIC

brand intangible assets.

As a result of

this triggering event,

we performed an

interim impairment assessment

of these assets

as of May

and determined

that the

assets no

longer exceeded

the respective

assets, resulting in $

103.1

million of non-cash impairment charges.

impairment charges in restructuring,

impairment, and

other exit

costs in

of Earnings.

of the

fair values

were determined

cash flow model

using inputs which

included our long-range

cash flow projections

for the businesses,

royalty rates, weighted

-average

cost of capital rates, and tax rates. These fair values are Level 3 assets in the fair value

All other intangible

asset fair values

were substantially

in excess of

values, except for

the

Uncle Toby’s

asset. In

while having

coverage as

of our

assessment date,

the

,

Nudges

,

and

True

Chews

brand intangible assets had risk of decreasing coverage. We

will continue to monitor applicable businesses for potential impairment.

We did not

identify any indicators of impairment for all other goodwill and indefinite-lived

intangible assets as of May 26, 2024.

NOTE 7. LEASES

Our lease portfolio primarily

consists of operating lease

arrangements for certain

warehouse and distribution space,

office space, retail

shops,

rail

cars,

and

equipment,

automobiles,

and

office

equipment.

Our

lease

costs

associated with finance

leases and

sale-leaseback transactions

and our

lease income associated

with lessor and

sublease arrangements

are not material to our Consolidated Financial Statements.

Components of our lease cost are as follows:

Operating lease cost

$

128.9

$

127.6

$

129.7

Variable

lease cost

8.9

6.1

8.5

Short-term lease cost

32.2

30.0

29.1

Maturities of our operating and finance lease obligations by fiscal year are

Operating Leases

Finance Leases

$

118.2

$

0.7

96.7

0.6

66.2

0.4

42.2

29.7

After fiscal 2029

87.2

Total noncancelable

future lease obligations

$

440.2

$

1.7

Less: Interest

(55.2)

(0.1)

Present value of lease obligations

$

385.0

$

1.6

The

lease

in

the

table

above

exclude

$

126.2

million

of

minimum

lease

for

leases

we

have

committed to but have not yet commenced as of May 26, 2024.

The weighted-average remaining lease term and weighted-average

discount rate for our operating leases are as follows:

remaining lease term

5.4

years

5.2

years

discount rate

4.9

%

4.4

%

Supplemental operating cash flow information and non-cash activity

related to our operating leases are as follows:

Cash paid for amounts included in the measurement of lease liabilities

$

129.7

$

129.9

Right of use assets obtained in exchange for new lease liabilities

$

139.8

$

124.4

NOTE 8. FINANCIAL INSTRUMENTS, RISK MANAGEMENT ACTIVITIES,

AND FAIR VALUES

FINANCIAL INSTRUMENTS

The

values

of

cash

and

cash

equivalents,

receivables,

other

current

and

notes

payable

approximate fair

value. Marketable

securities are

carried at

fair value.

As of

May 26,

2024, and

May 28,

2023, a

comparison of

cost

and market values of our marketable debt and equity securities is as follows:

Cost

Gross Unrealized Gains

Gross Unrealized Losses

Available for

sale

debt securities

$

2.3

$

2.3

$

2.3

$

2.3

$

$

$

$

Equity securities

0.3

117.5

4.6

122.7

4.3

5.2

10.0

Total

$

2.6

$

119.8

$

6.9

$

125.0

$

4.3

$

5.2

$

$

10.0

Net realized losses from sales of

marketable securities were $

7.6

million in fiscal 2024 and immaterial

in fiscal 2023. Gains and losses

are determined by specific identification.

Classification

of

marketable

as

current

or

noncurrent

is

dependent

upon

our

holding

period

and

the

security’s

maturity date. The

aggregate unrealized gains

and losses on available

for sale debt securities,

net of tax effects,

are classified in AOCI

within stockholders’ equity.

Scheduled maturities of our marketable securities are as follows:

Marketable Securities

Cost

Under 1 year (current)

$

2.3

$

2.3

Equity securities

0.3

4.6

Total

$

2.6

$

6.9

As of May 26, 2024, we had $

2.3

million of marketable debt securities pledged as collateral for derivative contracts.

RISK MANAGEMENT ACTIVITIES

As a

part of

our ongoing

operations, we

are exposed

to market

risks such

as changes

in interest

rates

and commodity and

equity prices. To

manage these risks, we

may enter into various

derivative transactions (e.g.,

futures, options, and

swaps) pursuant to our established policies.

COMMODITY PRICE RISK

Many commodities we

use in the

production and distribution

of our products

are exposed to

market price risks.

We

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

to

the

future

price

of

for

use

in

our

supply

chain.

We

manage

our

through

a

combination of purchase orders, long-term

contracts with suppliers, exchange-traded

futures and options, and over-the-counter

options

and swaps.

We

offset

our exposures

current and

projected market

conditions and

generally seek

to acquire

the inputs

at as

close as possible to or below our planned cost.

We

use derivatives

to manage

our exposure

to changes

in commodity

prices. We

do not

perform the

assessments required

to achieve

hedge

for

the

changes

in

the

values

of

these

are

currently 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

these

gains

and

losses

are

in

items

outside

of

segment

operating results

until such

time that

the exposure

we are

managing affects

earnings. At

that time

we reclassify

the gain

or loss

from

items

to

segment

profit,

allowing

our

to

realize

the

effects

of

the

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

which remains in unallocated corporate items.

Unallocated corporate items for fiscal 2024, 2023, and 2022 included:

Net (loss) gain on mark-to-market valuation of commodity positions

$

(15.4)

$

(154.4)

$

303.3

Net loss (gain) on commodity positions reclassified from unallocated corporate

items to segment operating profit

40.0

(89.5)

(188.0)

Net mark-to-market revaluation of certain grain inventories

14.5

(48.0)

17.8

Net mark-to-market valuation of certain commodity positions recognized

in

unallocated corporate items

$

39.1

$

(291.9)

$

133.1

As

of

May

26,

2024,

the

net

notional

value

of

was

$

319.6

of

which

$

171.3

million

related

to

agricultural inputs and $

148.3

million related to energy inputs. These contracts relate to

inputs that generally will be utilized within the

next

months.

INTEREST RATE RISK

We

are

exposed

to

rate

with

regard

to

future

of

debt,

and

existing

and

future

of

floating-rate debt. Primary exposures include U.S. Treasury

rates, SOFR, Euribor, and

commercial paper rates in the United States and

Europe.

We

use

rate

swaps,

rate

swaps,

and

treasury

locks

to

hedge

our

to

rate

changes,

to

reduce

the

of

our

financing

costs,

and

to

achieve

a

desired

proportion

of

versus

floating-rate

debt,

based

on

current

and

market

Generally

under

these

swaps,

we

agree

with

a

counterparty

to

the

difference between fixed-rate and floating-rate

interest amounts based on an agreed upon notional principal amount.

Floating Interest

Rate Exposures

— Floating-to-fixed

swaps are

accounted for

as cash

flow hedges,

as are

all hedges

of

forecasted

of

debt.

Effectiveness

is

assessed

based

on

either

the

perfectly

hypothetical

method

or

changes in the

present value of

interest payments on

the underlying debt.

Effective gains

and losses deferred

to AOCI are

into earnings over the life of the associated debt.

Fixed

Rate

Exposures

—

Fixed-to-floating

rate

swaps

are

accounted

for

as

fair

value

hedges

with

assessed

based

on

changes

in

the

fair

value

of

the

debt

and

derivatives,

using

incremental

borrowing

rates

available on loans with similar terms and maturities.

third quarter

of fiscal 2024,

in advance

of our

$

500.0

million debt

issuance, we

entered into

and settled

$

250.0

treasury locks, resulting in a gain of $

0.3

During

the

fourth

quarter

of

fiscal

2023,

in

advance

of

planned

debt

financing,

we

entered

into

€

750.0

million

of

swaps.

The

swap

were

during

the

fourth

quarter

of

fiscal

2023,

in

conjunction

with

the

issuance of a

€

750.0

million

-year fixed-rate note.

Upon termination, a

loss of $

5.0

million was recognized

in AOCI and

will be amortized through interest expense over the respective term of

the debt.

2023, in

advance of

planned debt

financing, we

entered into

$

500.0

treasury locks.

The

treasury

locks

were

during

the

fourth

quarter

of

fiscal

2023,

in

conjunction

with

the

issuance

of

a

$

1,000.0

million

-year

note.

Upon

termination,

a

loss

of

$

1.4

million

was

in

AOCI

and

will

be

amortized

through

interest expense over the respective term of the debt.

During the second quarter of fiscal 2023, we entered

into a $

500.0

million notional amount interest swap to convert our $

500.0

million

fixed rate notes due

, to a floating rate.

As of May 26,

2024,

the pre-tax amount

of cash-settled interest

rate hedge gain

or loss remaining

in AOCI, which

will be reclassified

to earnings over the remaining term of the related underlying debt, follows:

Gain/(Loss)

4.0

April 17, 2025

$

(0.5)

3.2

February 10, 2027

4.6

1.5

April 27, 2027

(1.0)

4.2

April 17, 2028

(4.0)

3.907

(4.1)

2.25

October 14, 2031

14.5

4.95

(1.2)

4.55

April 17, 2038

(7.6)

5.4

June 15, 2040

(9.0)

4.15

February 15, 2043

7.4

4.7

April 17, 2048

(11.3)

Net pre-tax hedge loss in AOCI

$

(12.2)

The

table

summarizes

the

notional

amounts

and

rates

of

our

rate

derivatives.

Average

floating rates are based on rates as of the end of the reporting period.

Pay-floating swaps - notional amount

$

1,150.8

$

1,143.4

Average

receive rate

2.5

%

2.6

%

Average pay rate

4.9

%

2.5

%

The floating-rate swap contracts outstanding as of May 26, 2024,

mature in fiscal 2026.

FOREIGN EXCHANGE RISK

fluctuations affect

our net

investments in

foreign subsidiaries

currency cash

flows related

to third

party

purchases,

intercompany

loans, product

shipments, and

foreign-denominated

debt.

We

are also

exposed

to the

translation of

foreign

to

the

U.S.

dollar.

Our

are

to

the

Australian

dollar,

Brazilian

real,

British

pound

sterling,

dollar,

Chinese renminbi,

euro, Japanese

yen, Mexican

peso, and

Swiss franc.

We

use foreign

currency forward

contracts to selectively hedge our

foreign currency cash flow exposures.

We also

generally swap our foreign-denominated

paper

borrowings

and

nonfunctional

intercompany

loans

back

to U.S.

dollars

or

the

functional

of the

entity

with

foreign exchange exposure.

The gains or losses

on these derivatives offset

the foreign currency

revaluation gains or losses

earnings on the associated borrowings. We

generally do not hedge more than 18 months in advance.

As of May 26, 2024, the net notional value of foreign exchange derivatives

was $

941.4

We

net investments

in foreign

subsidiaries that

are denominated

in euros.

We

hedged a portion

of these net

investments by

issuing

euro-denominated

paper

and

foreign

forward

contracts.

As of

May

26,

2024,

we

hedged

a

portion

of

these net

with €

3,970.4

euro denominated

bonds.

As of

May 26,

2024,

we had

deferred

net foreign

transaction gains of $

32.8

million in AOCI associated with net investment hedging activity.

EQUITY INSTRUMENTS

Equity

price

movements

affect

our

expense

as

certain

made

by

our

in

our

deferred

compensation plan

are revalued. We

use equity swaps

to manage this

risk. As of May

26, 2024, the

net notional amount

of our equity

swaps was $

197.3

million. The equity swaps outstanding as of May 26, 2024, mature in fiscal 2025.

FAIR VALUE

MEASUREMENTS AND FINANCIAL STATEMENT

PRESENTATION

The

fair

values

of

our

assets,

and

at

fair

value

and

their

respective

levels

in

the

fair

value

hierarchy as of May 26, 2024, and May 28, 2023, were as follows:

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

Derivatives designated as hedging instruments:

Interest rate contracts (a) (b)

$

$

$

$

$

$

(39.8)

$

$

(39.8)

5.7

5.7

(5.1)

(5.1)

Total

5.7

5.7

(44.9)

(44.9)

Derivatives not designated as hedging

instruments:

(5.2)

(5.2)

Commodity contracts (a) (d)

2.1

1.1

3.2

(12.1)

(12.1)

Grain contracts (a) (d)

7.9

7.9

(6.5)

(6.5)

Total

2.1

9.0

11.1

(23.8)

(23.8)

Other assets and liabilities reported at fair value:

Marketable investments (a) (e)

4.6

2.3

6.9

Indefinite-lived intangible asset (f)

25.0

25.0

Total

4.6

2.3

25.0

31.9

Total assets, liabilities, and

derivative positions

recorded at fair value

$

6.7

$

17.0

$

25.0

$

48.7

$

$

(68.7)

$

$

(68.7)

(a)

These contracts and investments

are recorded as prepaid

expenses and other current

assets, other assets, other

current liabilities or

other liabilities,

as appropriate,

whether in

a gain

or loss

position. Certain

marketable investments

as cash

and cash equivalents.

(b)

Based on

EURIBOR,

SOFR, and

swap rates.

As of

hedged debt

designated as

item in a

fair value hedge

was $

1,116.6

million and was

classified on the

within long-term

debt. As

of May 26, 2024, the cumulative amount of fair value hedging basis adjustments

was $

34.2

(c)

Based on observable market transactions of spot currency rates and forward

currency prices.

(d)

Based on prices of futures exchanges and recently reported transactions in the

marketplace.

(e)

Based on prices of common stock, mutual fund net asset values, and bond matrix pricing.

(f)

See Note 6.

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

Derivatives designated as hedging instruments:

Interest rate contracts (a) (b)

$

$

$

$

$

$

(62.2)

$

$

(62.2)

10.3

10.3

(2.5)

(2.5)

Total

10.3

10.3

(64.7)

(64.7)

Derivatives not designated as hedging

instruments:

0.2

0.2

(5.6)

(5.6)

Commodity contracts (a) (d)

0.5

0.5

(29.3)

(29.3)

Grain contracts (a) (d)

2.3

2.3

(11.8)

(11.8)

Total

3.0

3.0

(46.7)

(46.7)

Other assets and liabilities reported at fair value:

Marketable investments (a) (e) (f)

122.7

2.3

34.8

159.8

Long-lived assets (g)

1.0

1.0

Total

122.7

3.3

34.8

160.8

Total assets, liabilities, and

derivative positions

recorded at fair value

$

122.7

$

16.6

$

34.8

$

174.1

$

$

(111.4)

$

$

(111.4)

(a)

These contracts and investments

are recorded as prepaid

expenses and other current

assets, other assets, other

current liabilities or

other liabilities,

as appropriate,

whether in

a gain

or loss

position. Certain

marketable investments

as cash

and cash equivalents.

(b)

Based on EURIBOR and

swap rates. As of

May 28, 2023, the

carrying amount of hedged

debt designated as

the hedged item in

a

hedge was $

589.7

was classified

on the Consolidated

within long-term

debt. As of

May 28,

2023, the cumulative amount of fair value hedging basis adjustments was $

53.7

(c)

Based on observable market transactions of spot currency rates and forward

currency prices.

(d)

Based on prices of futures exchanges and recently reported transactions in the

marketplace.

(e)

Based on prices of common stock, mutual fund net asset values, and bond matrix

pricing.

(f)

The level 3 marketable investment represents an equity security without a readily determinable

fair value. During fiscal 2023, we

recorded an impairment charge of $

32.4

million resulting from the determination of fair value utilizing level 3 inputs including

revised projections of future operating results and observable transaction data for

similar instruments.

(g)

$

8.6

million in non-cash impairment charges

in fiscal 2023 to write down

certain long-lived assets to their

fair value.

Fair value

was based

on recently

reported transactions

for similar

assets in the

marketplace. These

assets had

a carrying value

of

$

9.6

million and were associated with the restructuring actions described in Note 4

We did not

significantly change our valuation techniques from prior periods.

The

of our

debt

is estimated

using

Level 2

inputs based

on quoted

prices

for

those

instruments. Where

quoted

prices are not available, fair value is estimated using

discounted cash flows and market-based expectations

for interest rates, credit risk

and

the

contractual

terms

of

the

debt

instruments.

As

of

May

26,

2024,

the

fair

value

and

amount

of

our

debt,

current portion,

were $

12,148.7

$

12,918.3

million, respectively.

As of

May 28,

2023, the

carrying amount

and fair value of our long-term debt, including the current portion, were

$

10,929.6

million and $

11,674.2

million, respectively.

related

to our

hedges,

hedges, and

other

not designated

as hedging

instruments for

the

fiscal years ended May 26, 2024, and May 28, 2023, follows:

Foreign

Exchange

Equity

Commodity

Total

Derivatives in Cash Flow Hedging

Relationships:

Amount of (loss) gain recognized in

other comprehensive income (OCI)

$

$

(6.4)

$

(4.3)

$

9.4

$

$

$

$

$

(4.3)

$

3.0

Amount of net gain reclassified from

AOCI into earnings (a)

0.9

2.2

3.2

22.0

4.1

24.2

Amount of net gain recognized in

earnings (b)

0.3

0.3

Derivatives in Fair Value

Hedging

Relationships:

Amount of net loss recognized

in earnings (b)

(0.2)

(4.9)

(0.2)

(4.9)

Derivatives Not Designated as

Hedging Instruments:

Amount of net (loss) gain recognized

in earnings (c)

(8.5)

(46.2)

21.6

(3.4)

15.1

(152.6)

28.2

(202.2)

(a)

Gain

from

AOCI

into

is

in

net

for

rate

swaps

and

in

cost

of

sales

and

SG&A

expenses for foreign

exchange contracts. For the

fiscal year ended May 26,

2024, the amount of

gain reclassified from AOCI

into

cost of

sales was

$

7.0

million

and

the amount

of

loss reclassified

from

AOCI into

SG&A

was $

3.8

For the

fiscal year

ended

May 28,

2023,

the

amount

of

gain

from

AOCI

into

cost

of

sales

was

$

21.1

million

and

the

amount

of

gain

reclassified from AOCI into SG&A was $

0.9

(b)

Gain (loss)

earnings is

reported in

interest, net

for interest

rate contracts,

in cost

for commodity

and in SG&A expenses for equity contracts and foreign exchange contracts.

(c)

(Loss) gain recognized in earnings

is related to the ineffective

portion of the hedging relationship, reported

in SG&A expenses for

foreign

contracts

and

net

for

contracts.

No

amounts

were reported

as a

result

of being

from the assessment of hedge effectiveness.

The following

tables reconcile

the net

fair values

of assets

and

liabilities subject

to offsetting

in our

Consolidated Balance Sheets to the net fair values that could be reported

in our Consolidated Balance Sheets:

Assets

in the

Balance Sheet (e)

in the

Balance Sheet (e)

Gross

Assets

Gross

(a)

Net Amounts

(b)

Cash

Received

(c)

Gross

Gross Assets

(a)

Net Amounts

(b)

Cash

Pledged

(d)

Commodity contracts

$

3.2

$

$

3.2

$

(3.2)

$

$

$

(12.1)

$

$

(12.1)

$

3.2

$

3.5

$

(5.4)

Interest rate contracts

(49.4)

(49.4)

26.3

(23.1)

Foreign exchange contracts

5.7

5.7

(3.9)

1.8

(10.3)

(10.3)

3.9

(6.4)

Equity contracts

4.4

4.4

4.4

(0.2)

(0.2)

(0.2)

Total

$

13.3

$

$

13.3

$

(7.1)

$

$

6.2

$

(72.0)

$

$

(72.0)

$

7.1

$

29.8

$

(35.1)

(a)

Includes related collateral offset in our Consolidated Balance Sheets.

(b)

Net fair value as recorded in our Consolidated Balance Sheets.

(c)

Fair value of assets that could be reported net in our Consolidated Balance Sheets.

(d)

Fair value of liabilities that could be reported net in our Consolidated Balance Sheets.

(e)

Fair value of assets and liabilities reported on a gross basis in our Consolidated Balance Sheets.

Assets

in the Balance Sheet (e)

in the Balance Sheet (e)

Gross

Assets

Gross

Balance

Sheet (a)

Net

Assets

(b)

Cash

Received

(c)

Gross

Gross

Assets

Balance

Sheet (a)

Net

(b)

Cash

Pledged

(d)

Commodity contracts

$

0.5

$

$

0.5

$

(0.5)

$

$

$

(29.3)

$

$

(29.3)

$

0.5

$

16.2

$

(12.6)

Interest rate contracts

(69.2)

(69.2)

44.3

(24.9)

Foreign exchange contracts

10.4

10.4

(4.2)

6.2

(8.2)

(8.2)

4.2

(4.0)

Equity contracts

2.8

2.8

(1.0)

1.8

(1.5)

(1.5)

1.0

(0.5)

Total

$

13.7

$

$

13.7

$

(5.7)

$

$

8.0

$

(108.2)

$

$

(108.2)

$

5.7

$

60.5

$

(42.0)

(a)

Includes related collateral offset in our Consolidated Balance Sheets.

(b)

Net fair value as recorded in our Consolidated Balance Sheets.

(c)

Fair value of assets that could be reported net in our Consolidated Balance Sheets.

(d)

Fair value of liabilities that could be reported net in our Consolidated Balance Sheets.

(e)

Fair value of assets and liabilities reported on a gross basis in our Consolidated Balance Sheets.

AMOUNTS RECORDED IN ACCUMULATED

OTHER COMPREHENSIVE LOSS

As of May 26, 2024, the after-tax amounts of unrealized

gains in AOCI related to hedge derivatives follows:

After-Tax

Gain/(Loss)

Unrealized losses from interest rate cash flow hedges

$

(7.3)

Unrealized gains from foreign currency cash flow hedges

7.5

After-tax gains in AOCI related to hedge derivatives

$

0.2

The net amount

of pre-tax gains and

losses in AOCI as

2024, that we expect

to be reclassified

into net earnings

next 12 months is a $

10.3

million net gain.

CREDIT-RISK-RELATED

CONTINGENT FEATURES

Certain of our

derivative instruments contain

provisions that require

us to maintain an

investment grade credit rating

on our debt

from

each

of

the

major

credit

rating

agencies.

If

our

debt

were

to

fall

below

grade,

the

counterparties

to

the

could

request

full

collateralization

on

in

net

The

aggregate

fair

value

of

all

derivative instruments with credit-risk-related

contingent features that were in

a liability position on May

26, 2024, was $

82.4

We have posted

$

29.9

million of collateral under these contracts.

CONCENTRATIONS OF

CREDIT AND COUNTERPARTY

CREDIT RISK

During fiscal 2024, customer concentration was as follows:

Percent of total

Retail

Pet

Walmart (a):

%

%

%

%

%

Accounts receivable

%

%

%

%

Five largest customers:

%

%

%

%

(a)

Includes Walmart Inc.

and its affiliates.

No customer other than Walmart

accounted for

percent or more of our consolidated net sales.

We

enter

into

rate,

foreign

exchange,

and

certain

and

equity

derivatives,

with

a

diversified

group

of

highly rated

counterparties. We

continually monitor

our positions and

the credit ratings

of the counterparties

involved and,

by policy,

limit

the

amount

of

credit

to

any

one

party.

These

may

expose

us

to

losses

due

to

the

risk

of

nonperformance

by

these

counterparties;

however,

we

have

not

incurred

a

loss.

We

also

enter

into

futures

transactions through various regulated exchanges.

The amount

of loss due

to the credit

risk of the

counterparties, should

the counterparties

fail to

perform according

to the terms

of the

is $

9.8

million. We

have

no

collateral

held against

these contracts.

Under the

terms of

our swap

agreements,

some of

our

require

collateral

or

other

to

support

subject

to

threshold

levels

of

and

counterparty

credit

risk.

assets

are

either

cash

or

U.S.

Treasury

and

are

held

in

a

trust

account

that

we

may

access if the counterparty defaults.

We

offer

certain

access

to

services

that

allow

them

to

view

our

scheduled

online.

The

services also

allow suppliers

to finance

advances on

our scheduled

payments at

the sole

discretion of

the supplier

and the third

party.

We

have no

economic interest

in these

financing arrangements

and no

direct relationship

suppliers, the

third parties,

or any

financial institutions

concerning these

services, including

not providing

any form

of guarantee

and not

pledging assets

as security

to

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

May

26,

2024,

$

1,404.4

million

of

our

total

payable

were

payable

to

who

utilize

these

third-

party services.

As of

May 28,

2023, $

1,430.1

our total

accounts payable

were payable

to suppliers

who utilize

these third-

party services.

NOTE 9. DEBT

NOTES PAYABLE

The components of notes payable and their respective weighted-average

interest rates at the end of the periods were as follows:

Notes Payable

Weighted-

Average

Notes Payable

Weighted-

Average

Financial institutions

$

11.8

8.8

%

$

31.7

10.5

%

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 fee-paid committed and uncommitted credit

lines we had available as of May 26, 2024:

In Billions

Facility

Amount

Borrowed

Amount

Committed credit facility expiring April 2026

$

2.7

$

Uncommitted credit facilities

0.7

Total committed

and uncommitted credit facilities

$

3.4

$

The

credit

facilities

contain

covenants,

a

requirement

to

a

fixed

charge

coverage

ratio

of

at

least

2.5

times.

We

were in compliance with all credit facility covenants as of May 26, 2024.

LONG-TERM DEBT

In the

of fiscal 2024,

we issued €

500.0

3.65

October 23, 2030

. We

net

proceeds for general corporate purposes.

In

the fourth

quarter

2024,

we issued

€

500.0

million

of

3.85

percent

fixed-rate notes

due

April 23, 2034

.

We

used

the net

proceeds for general corporate purposes.

In

the

third

fiscal

2024,

we

issued

$

500.0

million

of

4.7

percent

January 30, 2027

. We

used

the

net

proceeds to repay $

500.0

3.65

percent fixed-rate notes due

February 15, 2024

.

In the second

quarter of fiscal 2024,

we issued €

250.0

. We

to repay €

250.0

.

In the

issued $

500.0

5.5

October 17, 2028

. We

net

proceeds to repay $

400.0

October 17, 2023

, and for general corporate purposes.

In the first

2024, we issued

€

500.0

. We

to

repay €

500.0

July 27, 2023

.

In the fourth quarter

of fiscal 2023, we

250.0

million of floating-rate notes

due

. We

to repay €

250.0

May 16, 2023

.

In the

750.0

3.907

. We

net

proceeds to repay

€

500.0

1.0

percent fixed-rate notes

due

April 27, 2023

and €

250.0

May

16, 2023

.

In the fourth

issued $

1,000.0

4.95

. We

used the net

proceeds to repay our outstanding commercial paper and for general

corporate purposes.

In the second

2023, we issued

$

500.0

5.241

percent fixed-rate notes

due

. We

net proceeds to repay a portion of our outstanding commercial paper and for general

corporate purposes.

In the

250.0

floating-rate notes

due

May 16, 2023

. We

net proceeds

to

repay €

250.0

0.0

percent fixed-rate notes due

November 11, 2022

.

In the

2023,

we repaid

$

500.0

2.6

October 12, 2022

, using

from the issuance of commercial paper.

A summary of our long-term debt is as follows:

4.2

April 17, 2028

$

1,400.0

$

1,400.0

4.95

1,000.0

1,000.0

3.907

813.4

804.2

4.0

April 17, 2025

800.0

800.0

3.2

February 10, 2027

750.0

750.0

2.875

April 15, 2030

750.0

750.0

0.45

January 15, 2026

650.8

643.4

3.0

February 1, 2051

605.2

605.2

0.125

November 15, 2025

542.4

536.2

542.4

3.65

October 23, 2030

542.4

3.85

April 23, 2034

542.4

5.241

500.0

500.0

4.7

January 30, 2027

500.0

5.5

October 17, 2028

500.0

2.25

October 14, 2031

500.0

500.0

4.7

April 17, 2048

446.2

446.2

4.15

February 15, 2043

434.9

434.9

1.5

April 27, 2027

433.9

428.9

5.4

June 15, 2040

382.5

382.5

4.55

April 17, 2038

282.4

282.4

271.2

Medium-term notes,

0.56

% to

6.41

%, due fiscal

or later

4.0

4.0

July 27, 2023

536.2

3.65

February 15, 2024

500.0

Floating rate notes due

October 17, 2023

400.0

268.1

Other

(275.8)

(298.0)

12,918.3

11,674.2

Less amount due within one year

(1,614.1)

(1,709.1)

Total long-term debt

$

11,304.2

$

9,965.1

Principal payments

due on

long-term debt

and finance

leases in

the next

five fiscal

years based

on stated

contractual maturities,

our

intent to redeem, or put rights of certain note holders are as follows:

$

1,614.1

1,693.8

1,688.2

1,400.0

1,313.5

Certain of our

long-term debt agreements

contain restrictive

As of May 26, 2024, we were in compliance with all of these

As of

May 26,

2024,

the $

12.2

million

pre-tax loss

in AOCI

associated with

our previously

designated interest

rate swaps

will be

to net

interest over

the remaining

lives of

transactions.

The amount

be reclassified

from

AOCI to net interest in fiscal 2025 is a $

0.4

million pre-tax loss.

NOTE 10. REDEEMABLE AND NONCONTROLLING INTERESTS

Our principal noncontrolling interest relates to our General Mills Cereals, LLC (GMC) subsidiar

y.

The third-party holder

of the GMC Class

A Interests receives

quarterly preferred

distributions from available

net income based on

the

application

of

a

floating

return

rate

to

the

holder’s

capital

account

balance

in

the

most

recent

valuation (currently

$

251.5

million). The floating preferred

return rate on

GMC’s Class

A Interests

was the sum

of

three-month Term

SOFR

plus

basis points. On June 1, 2024, the floating preferred return rate on GMC’s

Class A Interests was reset to the sum of the

three-month Term SOFR

plus

basis points. The

preferred return rate

is adjusted every

three years

through a negotiated

agreement

with the Class A Interest holder or through a remarketing auction.

During

the

third

quarter

of

fiscal

2022,

we

the

sale

of

our

in

Yoplait

SAS,

Yoplait

Marques

SNC

and

Marques

Sàrl

to

Sodiaal

in

for

Sodiaal’s

in

our

yogurt

a

modified

agreement

for

the

use

of

Yoplait

and

brands in the United States and Canada, and cash. Please see Note 3 to the Consolidated

Financial Statements.

Up to

the date

of the

divestiture, Sodiaal

held the remaining

interests in

each of

the entities.

On the

acquisition date,

the

fair

value

of

Sodiaal’s

percent

euro-denominated

in

Yoplait

SAS

as

a

on

our

Balance

Sheets. Sodiaal had

the right to

put all or

a portion of

its redeemable interest

to us at

fair value until

the divestiture closed

in the third

fiscal 2022.

In connection

divestiture, cumulative

adjustments made

to the

interest related

to the

fair

value put feature were

reversed against additional paid-in

capital, where changes in the

redemption amount were historically recorded,

and the resulting carrying value of the noncontrolling interests were included

in the calculation of the gain on divestiture.

We

paid dividends of $

105.1

million in fiscal 2022

to Sodiaal under the

terms of the Yoplait

SAS, Yoplait

Marques SNC, and Liberté

Marques Sàrl shareholder agreements.

For

purposes,

the

assets,

results

of

operations,

and

cash

flows

of

our

non-wholly

owned

are

in

our

Statements.

The

investor’s

share

of

the

net

of

these

is

reflected

in

net

to

and

in

our

of

Earnings.

Our noncontrolling interests contain restrictive covenants. As of May 26, 2024, we were in compliance with all of these covenants.

NOTE 11. STOCKHOLDERS’

EQUITY

Cumulative preference stock of

5.0

million shares, without par value, is authorized but unissued.

On June 27, 2022, our Board of Directors authorized the

repurchase of up to

million shares of our common stock. Purchases under

the authorization

can be

made in

the open

market or

in privately

negotiated

transactions, including

the use

of call

options and

other

instruments,

Rule

10b5-1

trading

plans,

and

repurchase

programs.

The

authorization

has

no

specified

termination date.

Share repurchases were as follows:

Shares of common stock

29.2

18.0

13.5

Aggregate purchase price

$

2,021.2

$

1,403.6

$

876.8

The following tables provide details of total comprehensive income:

Pretax

Tax

Net

Net

$

2,496.6

$

22.0

Other comprehensive (loss) income:

$

(98.4)

$

11.7

(86.7)

0.1

(239.4)

52.3

(187.1)

(4.4)

1.2

(3.2)

Hedge derivatives (a)

(4.1)

1.6

(2.5)

Amortization of losses and prior service costs (b)

46.5

(9.8)

36.7

Other comprehensive (loss) income

(299.8)

57.0

(242.8)

0.1

income

$

2,253.8

$

22.1

(a)

Gain reclassified

from AOCI

into earnings

is reported

in interest,

net for

swaps and

in cost

and SG&A

expenses for foreign exchange contracts.

(b)

income.

Pretax

Tax

Net

Net

$

2,593.9

$

15.7

Other comprehensive (loss) income:

$

(110.2)

$

(0.3)

(110.5)

(0.3)

(295.5)

67.5

(228.0)

3.8

(2.5)

1.3

Foreign currency translation (a)

(7.4)

(7.4)

Hedge derivatives (b)

(24.7)

6.0

(18.7)

Amortization of losses and prior service costs (c)

72.9

(16.0)

56.9

Other comprehensive loss

(361.1)

54.7

(306.4)

(0.3)

income

$

2,287.5

$

15.4

(a)

Gain reclassified from AOCI into earnings is reported in the divestitures gain.

(b)

Gain reclassified

from AOCI

into earnings

is reported

in interest,

net for

swaps and

in cost

and SG&A

expenses for foreign exchange contracts.

(c)

income.

Fiscal 2022

Redeemable

Pretax

Tax

Net

Net

Net

$

2,707.3

$

10.2

$

17.5

Other comprehensive income (loss):

$

(188.5)

$

85.8

(102.7)

(26.2)

(47.0)

Net actuarial gain

132.4

(30.8)

101.6

30.1

(23.6)

6.5

0.5

Foreign currency translation (a)

342.2

342.2

Hedge derivatives (b)

23.7

11.6

35.3

(0.2)

Amortization of losses and prior service costs (c)

97.4

(21.6)

75.8

Other comprehensive income (loss)

437.3

21.4

458.7

(26.2)

(46.7)

income (loss)

$

3,166.0

$

(16.0)

$

(29.2)

(a)

Loss reclassified from

AOCI into earnings

is reported in

divestitures gain related

to the divestiture

of our interests

in Yoplait

SAS, Yoplait

Marques SNC, and Liberte Marques Sarl to Sodiaal in the third quarter

of fiscal 2022.

(b)

Loss (gain)

reclassified from

AOCI into

earnings is

reported in

interest, net

for interest

rate swaps

and

in cost

and

SG&A expenses for foreign exchange contracts.

(c)

income.

In

fiscal

2024,

2023,

and

2022,

except

for

certain

reclassifications

to

changes

in other

comprehensive

income (loss)

were

primarily non-cash items.

Accumulated other comprehensive loss balances, net of tax effects,

were as follows:

Foreign currency translation adjustments

$

(795.3)

$

(708.6)

Unrealized gain from hedge derivatives

0.2

5.9

Pension, other postretirement, and postemployment benefits:

(1,806.3)

(1,670.6)

Prior service credits

81.7

96.4

Accumulated other comprehensive loss

$

$

NOTE 12. STOCK PLANS

We

use broad-based stock

plans to help

ensure that management’s

interests are aligned

with those of

our shareholders. As

2024,

a total

of

32.6

million shares

were available

for grant

in the

form of

stock options,

stock, restricted

stock units,

and

shares

of unrestricted

stock under

the 2022

Stock Compensation

Plan

(2022

Plan). The

Plan

also provides

for

the issuance

of

cash-settled

share-based

units, stock

appreciation

rights, and

performance-based

stock awards.

Stock-based

awards now

include

some

granted

under

the

Stock

Plan,

under

which

no

further

awards

may

be

granted.

The

stock

plans

provide for potential accelerated vesting of awards upon retirement,

termination, or death of eligible employees and directors.

Stock Options

The

fair

values

of

stock

options

granted

and

the

used

for

the

Black-Scholes

option-pricing

model

were

as

Estimated fair values of stock options granted

$

17.47

$

14.16

$

8.77

Assumptions:

Risk-free interest rate

4.0

%

3.3

%

1.5

%

Expected term

8.5

years

8.5

years

8.5

years

Expected volatility

21.5

%

20.9

%

20.2

%

Dividend yield

2.8

%

3.1

%

3.4

%

We 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

term

represents

the

period

of

time

that

options

granted

are

to

be

based

on

data

to

estimate option exercises and employee

terminations within the valuation

model. Separate groups of employees

have similar historical

exercise behavior and therefore

were aggregated into a

single pool for valuation

purposes. The weighted-average expected

term for all

employee groups is presented in the table

above. The risk-free interest rate for

periods during the expected term of

the options is based

on the U.S. Treasury zero-coupon yield curve in

effect at the time of grant.

Any corporate

income tax

benefit realized

upon exercise

or vesting

of an

award in

excess of

that previously

(referred to

as a

windfall tax

benefit) is

presented in

Cash Flows

as an

operating cash

flow.

Realized

windfall

tax

and

shortfall

tax

deficiencies

related

to

the

or

vesting

of

awards

are

in

the

of Earnings.

Windfall tax benefits from stock-based payments

in income tax expense in our Consolidated Statements of Earnings were as follows:

Windfall tax benefits from stock-based payments

$

10.2

$

32.3

$

18.4

Under the 2022 Plan,

options may be priced

at

percent or more of the

fair market value on the

date of grant, generally issued

with

four-year graded

vesting or four-year

cliff vesting. Options

generally expire within

10 years and one month

after the date of

grant. As

of May 26, 2024, stock option awards outstanding include some granted under

the 2017 Stock Compensation Plan.

Information on stock option activity follows:

Options

Outstanding

Exercise Price Per

Share

Remaining

Contractual Term

(Years)

Aggregate Intrinsic

Value (Millions)

11,575.2

$

57.43

5.59

$

309.5

Granted

1,064.8

76.70

Exercised

(471.7)

53.30

Forfeited or expired

(123.9)

68.30

Outstanding as of May 26, 2024

12,044.4

$

59.19

5.05

$

120.5

Exercisable as of May 26, 2024

7,448.3

$

54.62

3.47

$

101.9

Stock-based compensation expense related to stock option awards was as follows:

Compensation expense related to stock option awards

$

13.9

$

12.3

$

12.1

Net

cash

from

the

of

stock

options

less

shares

used

for

minimum

withholding

taxes

and

the

intrinsic

value

of

options exercised were as follows:

Net cash proceeds

$

25.5

$

232.3

$

161.7

Intrinsic value of options exercised

$

7.6

$

118.7

$

74.0

Restricted Stock, Restricted Stock Units, and Performance Share Units

Stock

and

units

settled

in

stock

subject

to

a

period

and

a

price,

if

any

(as

by

the

Committee of

of Directors),

may be

granted to

key employees

2022 Plan.

Under the

2022 Plan,

restricted stock

and

stock

units

are

issued

with

four-year

graded

vesting

or

four-year

cliff

vesting.

share

units

are

earned primarily

our future

achievement of

three-year goals

for average

and cumulative

cash

flow

and

a

relative

total

shareholder

return

modifier.

share

units

are

settled

in

common

stock

and

are

subject

to

a

and

vesting

period.

The

sale

or

transfer

of

these

awards

is

during

the

vesting

period.

Participants holding restricted stock,

but not restricted stock units

or performance share units, are

entitled to vote on

matters submitted

to

holders

of

common

stock

for

a

vote.

These

awards

dividends

from

the

date

of

grant,

but

only

receive

payment

if the

awards vest.

As of

May 26,

2024,

restricted stock

units and

performance share

units include

some granted

2017 Stock Compensation Plan

Information on restricted stock unit and performance share unit activity

Equity Classified

Liability Classified

Share-Settled Units

Grant-Date Fair

Value

Share-Settled Units

Grant-Date Fair

Value

Non-vested as of May 28, 2023

5,036.2

$

62.60

69.4

$

62.32

Granted

1,495.8

73.35

22.1

75.50

Vested

(1,571.8)

58.38

(18.4)

60.59

Forfeited

(370.1)

70.11

(4.0)

53.64

Non-vested as of May 26, 2024

4,590.1

$

66.94

69.1

$

67.49

Number of units granted (thousands)

1,517.8

2,066.4

1,989.0

price per unit

$

73.38

$

69.77

$

60.02

The

total

grant-date

fair

value

of

stock

unit

awards

that

vested

was

$

92.9

million

in

fiscal

2024,

$

107.4

million

in

fiscal

2023, and $

82.7

million in fiscal 2022.

26, 2024, unrecognized

compensation expense

related to non-vested

stock options, restricted

stock units, and

share units was $

113.3

million. This expense will be recognized over

19 months

, on average.

Stock-based compensation expense related to restricted stock units

and performance share units was as follows:

Compensation expense related to restricted stock units and performance

share units

$

81.4

$

99.4

$

94.2

expense

related

to

in

our

of

amounts

recognized in restructuring, impairment, and other exit costs for fiscal year

NOTE 13. EARNINGS PER SHARE

Basic and diluted EPS were calculated using the following:

In Millions, Except per Share Data

$

2,496.6

$

2,593.9

$

2,707.3

of common shares - basic EPS

575.5

594.8

607.5

Incremental share effect from: (a)

Stock options

1.8

3.6

2.5

Restricted stock units and performance share units

2.2

2.8

2.6

of common shares - diluted EPS

579.5

601.2

612.6

Earnings per share — basic

$

4.34

$

4.36

$

4.46

Earnings per share — diluted

$

4.31

$

4.31

$

4.42

a)

Incremental shares from

stock options, restricted

stock units, and performance

share units are computed

by the treasury stock

method.

Stock

options,

stock

units,

and

share

units

from

our

computation

of

diluted

EPS

because they were not dilutive were as follows:

Anti-dilutive stock options, restricted stock units,

and performance share units

2.1

0.8

4.4

NOTE 14. RETIREMENT BENEFITS AND POSTEMPLOYMENT BENEFITS

We have

defined benefit pension plans covering

many employees in the United

States, Canada, Switzerland, and the

United Kingdom.

Benefits for salaried

employees are based

on length of service

and final average

compensation. Benefits for

hourly employees include

various monthly

amounts for each

year of credited

service. Our funding

policy is consistent

with the requirements

of applicable laws.

We made

no

voluntary contributions to our

principal U.S. plans in fiscal

2024 or fiscal 2023.

We do

not expect to be required

to make

any

to

our

U.S.

plans

in

fiscal

Our

U.S.

plan

covering

salaried

has

a

provision that any excess pension assets would be allocated to active participants

if the plan is terminated within

five years

of a change

in control.

All salaried employees

hired on

or after June 1,

2013, are

eligible for

a retirement program

that does not

include a defined

benefit pension plan.

Other Postretirement Benefit Plans

We

also

sponsor

plans

that

provide

health

care

to

many

of our

retirees

in

States,

Canada,

and

Brazil.

The

U.S.

salaried

health

care

benefit

plan

is

contributory,

with

retiree

based

on

years

of

We

make

decisions

to

fund

related trusts

for certain

employees and

retirees on an

annual basis.

We

made

no

voluntary contributions

plans in fiscal

or fiscal 2023. We

do not expect to be required to make any contributions to these plans in fiscal 2025.

Health Care Cost Trend

Rates

Assumed health care cost trends are as follows:

Health care cost trend rate for next year

7.3

% and

7.3

%

6.6

% and

6.6

%

Rate to which the cost trend rate is assumed to decline (ultimate rate)

4.5

%

4.5

%

Year

that the rate reaches the ultimate trend rate

We

review our

rates annually.

Our review

on data

we collect

about our

claims experience

and information

provided by our

actuaries. This information

includes recent

plan experience,

plan design, overall

industry experience

and projections, and

assumptions used by other

similar organizations.

Our initial health

care cost trend

rate is adjusted

as necessary to

remain consistent

with this

review,

recent experiences,

and short-term

expectations. Our

initial health

care cost

trend rate

assumption

is

7.3

percent for retirees age

65 and over and for

retirees under age 65 at

the end of fiscal 2024.

Rates are graded down annually

until

the

ultimate

trend

rate

of

4.5

percent

is

reached

in

for

all

retirees.

The

trend

rates

are

applicable

for

only

if

the

retirees’ benefits increase

as a result of

health care inflation. The

ultimate trend rate is

adjusted annually,

as necessary,

to approximate

the current

view on

the rate

of long-term

inflation plus

an appropriate

health

care cost

premium.

Assumed trend

rates for

health care costs have an important effect on the amounts reported

for the other postretirement benefit plans.

Under certain

circumstances, we

also provide

accruable benefits,

primarily severance,

to former

or inactive

employees in

States,

Canada,

and

Mexico.

We

an

for

any

of

these

that

vest

or

with

Postemployment benefits

that do not

vest or

accumulate with

service (such

as severance

based solely

on annual pay

rather than

years

of service) are charged to expense when incurred. Our postemployment

benefit plans are unfunded.

Summarized

about

defined

benefit

other

and

benefit

plans

is

presented below:

Defined Benefit Pension

Plans

Other

Change in Plan Assets:

Fair value at beginning of year

$

5,778.6

$

6,510.3

$

456.0

$

479.2

Actual return on assets

(23.2)

(413.5)

45.6

(6.6)

Employer contributions

30.0

30.0

0.1

0.1

Plan participant contributions

2.0

1.3

6.4

5.7

Benefits payments

(349.5)

(344.6)

(44.9)

(22.4)

1.8

(4.9)

Fair value at end of year (a)

$

5,439.7

$

5,778.6

$

463.2

$

456.0

Change in Projected Benefit Obligation:

Benefit obligation at beginning of year

$

5,970.7

$

6,528.3

$

430.6

$

469.6

$

131.0

$

138.5

56.8

70.3

4.7

5.1

7.4

8.4

296.5

258.5

21.3

17.9

4.0

3.1

Plan amendment

1.2

(9.6)

Curtailment/other

(13.9)

(8.5)

10.2

10.4

Plan participant contributions

2.0

1.3

6.4

5.7

Medicare Part D reimbursements

0.7

Actuarial gain

(174.4)

(538.1)

(14.1)

(22.5)

10.3

(10.7)

Benefits payments

(339.1)

(336.1)

(45.7)

(45.5)

(24.3)

(18.5)

1.9

(5.0)

(0.2)

(0.4)

(0.2)

Projected benefit obligation at end of year (a)

$

5,801.7

$

5,970.7

$

403.0

$

430.6

$

129.0

$

131.0

Plan assets (less) more than benefit obligation as of

fiscal year end

$

(362.0)

$

(192.1)

$

60.2

$

25.4

$

(129.0)

$

(131.0)

(a)

Plan assets and obligations are measured as of

May 31, 2024

, and

May 31, 2023

.

During

fiscal

and

fiscal

2023,

the

decreases

in

defined

benefit

pension

and

other

were

primarily driven by actuarial gains due to an increase in the discount

rate in each respective year.

As

of

May

26,

2024,

other

benefit

plans

had

benefit

of

$

11.5

million

that

are

unfunded.

As

of

May

28,

2023,

other

benefit

plans

had

benefit

of

$

308.0

million

that

exceeded

plan

assets

of

$

274.2

are not

funded and

had benefit

of $

129.0

million

and $

131.0

of May

and May 28, 2023, respectively.

The

benefit

for

all

defined

benefit

pension

plans

was

$

5,684.1

million

as

of

May 26,

2024,

and

$

5,807.9

million as of May 28, 2023.

Amounts recognized in AOCI as of May 26, 2024, and May 28, 2023, are as follows:

Other Postretirement

Total

Net actuarial (loss) gain

$

(1,991.1)

$

(1,859.7)

$

190.4

$

186.9

$

(5.6)

$

2.2

$

(1,806.3)

$

(1,670.6)

Prior service (costs) credits

(9.8)

(4.8)

84.7

102.3

6.8

(1.1)

81.7

96.4

Amounts recorded in accumulated

other comprehensive loss

$

(2,000.9)

$

(1,864.5)

$

275.1

$

289.2

$

1.2

$

1.1

$

(1,724.6)

$

(1,574.2)

Plans with accumulated benefit obligations in excess of plan assets as of May

26, 2024, and May 28, 2023 are as follows:

Projected benefit obligation

$

449.4

$

466.2

Accumulated benefit obligation

438.8

453.4

Plan assets at fair value

12.0

18.7

Components of net periodic benefit expense are as follows:

Other Postretirement Benefit

Plans

$

56.8

$

70.3

$

93.5

$

4.7

$

5.1

$

7.6

$

7.4

$

8.4

$

10.0

296.5

258.5

184.3

21.3

17.9

12.6

4.0

3.1

1.5

Expected return on

(417.7)

(420.5)

(411.1)

(34.7)

(31.1)

(26.7)

Amortization of losses

(gains)

86.5

113.2

140.5

(20.4)

(19.3)

(10.9)

0.1

0.4

3.0

Amortization of prior

service costs

(credits)

1.8

1.5