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

accepted

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 2026.

/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 25, 2025, and May 26,

2024, the related consolidated

statements of earnings, comprehensive

income, total equity,

and cash flows

for

each

of

the

fiscal

years

in

the

three-year

period

ended

and

the

related

notes

and

statement

schedule

II

(collectively,

financial statements).

We

audited the

reporting as

of

based

on

criteria

in

Control

–

(2013)

issued

by

the

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

the Company as

of May 25, 2025, and

May 26, 2024,

and the results of

its operations and

its cash flows for

each of the fiscal

years in

the three-year

period ended May 25,

2025, in conformity

with U.S. generally

principles. Also in

our opinion,

the

Company maintained,

in all material

respects, effective

reporting as of

May 25, 2025, based

on criteria

in

Control

–

(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

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

25,

2025,

were

$15,622.4

million

and

$6,816.7

The

tests

for

these

assets, which

are performed

impairment may

have

occurred, require

the Company

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

units and

assets. We

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

certain

of the

rate,

by

comparing

them

against

rate

ranges

that

were

independently

developed

using

publicly

market

data

for

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)

$

$

$

12,753.6

12,925.1

13,548.4

Selling, general, and administrative expenses

3,445.8

3,259.0

3,500.4

(95.9)

(444.6)

78.3

241.4

56.2

3,304.8

3,431.7

3,433.8

Benefit plan non-service income

(54.4)

(75.8)

(88.8)

Interest, net

524.2

479.2

382.1

Earnings before income taxes and after-tax earnings

from joint ventures

2,835.0

3,028.3

3,140.5

Income taxes

573.7

594.5

612.2

57.6

84.8

81.3

2,318.9

2,518.6

2,609.6

Net earnings attributable to noncontrolling interests

23.7

22.0

15.7

$

2,295.2

$

2,496.6

$

2,593.9

Earnings per share — basic

$

4.12

$

4.34

$

4.36

Earnings per share — diluted

$

4.10

$

4.31

$

4.31

Dividends per share

$

2.40

$

2.36

$

2.16

(In Millions)

$

2,318.9

$

2,518.6

$

2,609.6

Other comprehensive (loss) income, net of tax:

(114.9)

(86.6)

(110.8)

Net actuarial income (loss)

17.2

(187.1)

(228.0)

(7.4)

(3.2)

1.3

33.9

(7.4)

(0.2)

(2.5)

(18.7)

Amortization of losses and prior service costs

46.5

36.7

56.9

Other comprehensive loss, net of tax

(24.9)

(242.7)

(306.7)

income

2,294.0

2,275.9

2,302.9

Comprehensive income attributable to noncontrolling interests

24.1

22.1

15.4

Comprehensive income attributable to General Mills

$

2,269.9

$

2,253.8

$

2,287.5

(In Millions, Except Par Value)

ASSETS

Current assets:

Cash and cash equivalents

$

363.9

$

418.0

1,795.9

1,696.2

1,910.8

1,898.2

464.7

568.5

Assets held for sale

740.4

assets

5,275.7

4,580.9

Land, buildings, and equipment

3,632.6

3,863.9

7,081.4

6,979.9

Other assets

1,459.0

1,294.5

Total assets

$

33,071.1

$

31,469.9

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

4,009.5

$

3,987.8

Current portion of long-term debt

1,528.4

1,614.1

Notes payable

677.0

11.8

1,624.0

1,419.4

Liabilities held for sale

18.4

7,857.3

7,033.1

Long-term debt

12,673.2

11,304.2

2,100.8

2,200.6

Other liabilities

1,228.6

1,283.5

Total liabilities

23,859.9

21,821.4

Stockholders’ equity:

Common stock,

754.6

shares issued, $

0.10

par value

75.5

75.5

Additional paid-in capital

1,218.8

1,227.0

Retained earnings

21,917.8

Common stock in treasury,

at cost, shares of

212.2

and

195.5

(11,467.9)

Accumulated other comprehensive loss

Total stockholders’

equity

9,199.2

9,396.7

Noncontrolling interests

12.0

251.8

Total equity

9,211.2

9,648.5

Total liabilities and equity

$

33,071.1

$

31,469.9

Consolidated Statements of Total

Equity

(In Millions, Except per Share Data)

Shares

Amount

Shares

Amount

Shares

Amount

Total equity,

beginning balance

$

9,648.5

$

10,700.0

$

10,788.0

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:

1,227.0

1,222.4

1,182.9

Stock compensation plans

(19.4)

(11.7)

34.5

Unearned compensation related to stock unit awards

(79.6)

(78.1)

(104.7)

Earned compensation

90.8

94.4

109.7

1,218.8

1,227.0

1,222.4

Retained earnings:

19,838.6

18,532.6

2,295.2

2,496.6

2,593.9

Cash dividends declared ($

2.40

, $

2.36

, and $

2.16

per share)

(1,287.9)

Capital appreciation paid to holder of Class A limited

membership interests in General Mills Cereals, LLC

(10.5)

21,917.8

19,838.6

Common stock in treasury:

(195.5)

(168.0)

(8,410.0)

(155.7)

(7,278.1)

Shares purchased, including excise tax of $

10.6

$

18.8

million, and $-

(18.7)

(1,213.5)

(29.2)

(2,021.2)

(18.0)

(1,403.6)

Stock compensation plans

2.0

103.5

1.7

73.3

5.7

271.7

(212.2)

(11,467.9)

(195.5)

(168.0)

(8,410.0)

Accumulated other comprehensive loss:

(2,276.9)

(1,970.5)

Comprehensive loss

(25.3)

(242.8)

(306.4)

(2,276.9)

Noncontrolling interests:

251.8

250.4

245.6

Comprehensive income

24.1

22.1

15.4

(21.6)

(21.3)

(15.7)

Repurchase of Class A limited membership interests in

General Mills Cereals, LLC

(242.3)

Change in ownership interest

0.6

5.1

12.0

251.8

250.4

Total equity,

ending balance

$

9,211.2

$

9,648.5

$

10,700.0

(In Millions)

Cash Flows - Operating Activities

$

2,318.9

$

2,518.6

$

2,609.6

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

539.0

552.7

546.6

(57.6)

(84.8)

(81.3)

Distributions of earnings from joint ventures

44.6

50.4

69.9

Stock-based compensation

91.7

95.3

111.7

(120.9)

(48.5)

(22.2)

Pension and other postretirement benefit plan contributions

(30.8)

(30.1)

(30.1)

Pension and other postretirement benefit plan costs

(12.7)

(27.0)

(27.6)

(95.9)

(444.6)

74.3

223.5

24.4

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

192.4

10.6

(48.9)

(24.8)

41.9

71.1

2,918.2

3,302.6

2,778.6

Cash Flows - Investing Activities

(625.3)

(774.1)

(689.5)

Acquisitions, net of cash acquired

(1,419.3)

(451.9)

(251.5)

13.3

(2.7)

(32.2)

Proceeds from disposal of land, buildings, and equipment

1.1

0.8

1.3

Proceeds from divestitures, net of cash divested

241.8

633.1

(6.5)

30.5

(7.6)

Net cash used by investing activities

(1,794.9)

(1,197.4)

(346.4)

Cash Flows - Financing Activities

Change in notes payable

667.1

(20.5)

(769.3)

Issuance of long-term debt

2,354.9

2,065.2

2,324.4

Payment of long-term debt

(1,300.0)

(901.5)

(1,421.7)

Repurchase of Class A limited membership interests in General Mills Cereals, LLC

(252.8)

Proceeds from common stock issued on exercised options

43.0

25.5

232.3

Purchases of common stock for treasury

(1,202.9)

(2,002.4)

(1,403.6)

Dividends paid

(1,287.9)

(21.6)

(21.3)

(15.7)

(129.1)

(53.9)

(62.6)

Net cash used by financing activities

(1,180.1)

(2,272.3)

(2,404.1)

Effect of exchange rate changes on cash and cash equivalents

2.7

(0.4)

(12.0)

(Decrease) increase in cash and cash equivalents

(54.1)

(167.5)

16.1

Cash and cash equivalents - beginning of year

418.0

585.5

569.4

Cash and cash equivalents - end of year

$

363.9

$

418.0

$

585.5

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

and divestitures:

$

(79.0)

$

(1.8)

$

(41.2)

(18.5)

287.6

(319.0)

80.8

167.0

61.6

Accounts payable

86.7

(251.2)

199.8

122.4

(191.0)

49.9

Changes in current assets and liabilities

$

192.4

$

10.6

$

(48.9)

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

financial interest. Intercompany transactions and accounts are eliminated

in consolidation.

Our fiscal year

ends on the

last Sunday in

May.

Our India business

is on an

April fiscal year

end. In addition,

the consolidated results

of certain recent acquisitions are reported on a one-month lag. Please see Note 3 for

more information.

Certain reclassifications to our previously reported financial information

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

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

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.

determination

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

assets,

mainly

assets

with

the

Blue

Buffalo

,

,

,

,

Old

El

Paso

,

Tiki

Pets

,

,

Nudges

,

Edgard

&

Cooper

,

and

brands,

are

also

tested

for

their carrying

value may

not be recoverable.

of

the brands

on a

discounted cash

flow model

using inputs

which included

projected revenues

long-

range 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

variable

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

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.

Please see

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

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

values of

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

for

awards

granted

to

retirement-eligible individuals is recognized from the grant date over

an accelerated 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

accepted

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

2025,

we adopted

new accounting

related

to enhanced

segment disclosure

requirements.

The

new

standard

of

segment

regularly

to

the

chief

decision

maker

(CODM) included within segment

operating profit or loss

as well as a description

of how the CODM utilizes

segment operating profit

or loss to assess segment performance.

We adopted

the requirements of the new standard using

a retrospective approach. The adoption

of

this

guidance

did

not

have

a

impact

on

our

results

of

and

position.

See

Note

to

the

consolidated Financial Statements for additional information on the

impact to our related disclosure.

In

the

first

quarter

of

fiscal

2024,

we

adopted

new

for

enhanced

disclosures

related

to

supplier

programs,

except for the rollforward

requirement, which we adopted

in the fourth quarter of

fiscal 2025. The new

standard requires disclosure of

the key terms

of the program and

a rollforward of

the related obligation

during the annual

period, including the

amount of obligations

confirmed

and

subsequently

paid.

We

have

historically

the

key

terms

of

these

programs

and

the

outstanding.

The

adoption

of

this

guidance

did

not

have

a

impact

on

our

results

of

and

position. See Note 8 to the consolidated Financial Statements for additional

information on the impact to our related disclosure.

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

contracts,

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.

NOTE 3. ACQUISITIONS AND DIVESTITURES

During

the

third

quarter

of

fiscal

2025,

we

NX

Pet

Holding,

Inc.,

representing

Pet

Brands’

North

premium cat feeding

and pet treating

business, for a

purchase price of

$

1.4

billion (Whitebridge Pet

Brands acquisition). We

financed

the transaction

with cash

on hand

and new

debt. We

consolidated Whitebridge

into our

Consolidated Balance

Sheets and

recorded goodwill of

$

1,086.7

million, an indefinite-lived

intangible asset for

the

Tiki Pets

brand totaling $

289.0

million, and a finite-

lived customer

relationship asset

of $

31.0

the North

is not

deductible

for tax

purposes. The

pro forma effects

of this acquisition

were not material.

We

have conducted

a preliminary

assessment of

value

of the

liabilities of

the business

and

we are

continuing our

review of

these items

during

the measurement

period.

If

new

is obtained

about

facts

and

that

existed

at

the

date,

the

will

be

revised

to

reflect

the

to

current

of

those

items.

The

results

are

in

our

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

During

the

second

quarter

of

fiscal

2025,

we

entered

into

to

sell

our

North

yogurt

to

affiliates of Groupe Lactalis S.A. (Lactalis) and

Sodiaal International (Sodiaal) for approximately $

2.1

billion. During the third quarter

of

fiscal

2025,

we

completed

the

sale

of

our

Canada

yogurt

to

Sodiaal

and

a

pre-tax

gain

of

$

95.9

Subsequent to the end of fiscal 2025, the regulatory review for the

sale of our United States yogurt business to Lactalis was completed,

and

the

was

cleared

to

close

subject

to

completion

of

other

customary

closing

We

expect

to

close

the

transaction and

record a

pre-tax gain

on the

sale of

this business in

We

have classified

relevant assets

and

with

our

United

States yogurt

business as

held

for

sale in

Balance

Sheets

as of

May

25,

The components of assets held for sale and liabilities held for sale are as follows:

$

56.2

15.3

Land, buildings, and equipment

230.5

252.6

160.7

Other assets

25.1

Assets held for sale

$

740.4

$

8.9

Other liabilities

9.5

Liabilities held for sale

$

18.4

During the fourth quarter

of fiscal 2024, we acquired

a pet food business in Europe,

for a purchase price of $

434.1

million, net of cash

acquired.

During

the

first

quarter

of

fiscal

2025,

we

paid

$

7.7

million

related

to

a

purchase price

holdback

after closing

were

met.

We

financed

the

with

cash

on

hand. We

the

into

our

Balance Sheets

and

of

$

317.5

an

brand

asset

of

$

118.4

million

and

a

finite-lived

customer

relationship asset

of $

14.2

the International

is not

deductible for

tax purposes.

The

pro forma effects

of this acquisition were

not material. The consolidated

results are reported

in our International operating

segment on

a one-month lag.

During

quarter

2023,

we

TNT Crust,

a

manufacturer

of high-quality

frozen pizza

crusts

for

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

the North

America Foodservice

is not

deductible for

tax purposes.

The pro

forma effects of this acquisition were not material.

first quarter

2023,

we completed

the sale

of our

Helper main

meals and

Suddenly

Salad side

dishes business

to

Eagle Family Foods Group for $

606.8

million and recorded a pre-tax gain of $

442.2

NOTE 4. RESTRUCTURING,

TRANSFORMATION,

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

to our

Top

Chews

,

True

Chews

,

and

EPIC

brand

intangible assets. Please see Note 6 for additional information.

RESTRUCTURING AND TRANSFORMATION

INITIATIVES

We

view our

and transformation

activities as

actions that

help us

meet our

growth

targets

and are

against internal

rate of

return and

net present

value targets.

Each project

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 result

in various restructuring and

transformation costs, including asset

write-offs, exit charges

contract

termination

fees,

and

decommissioning

and

other

costs.

Accelerated

with

restructured

assets, as

used in

the context

of our

disclosures regarding

restructuring activity,

refers to

the increase

in depreciation

expense caused

by shortening the

useful life or

updating the salvage

value of depreciable

fixed assets to

coincide with the

end of production

under an

approved project plan. Any impairment of the asset is recognized immediately

in the period the plan is approved.

Restructuring and transformation charges recorded

in fiscal 2025 were as follows:

Global transformation initiative

$

70.1

17.4

and transformation charges

$

87.5

In

fiscal

2025,

we

a

multi-year

global

to

drive

by

enhancing

end-to-end

processes,

enabled

by

actions.

We

expect

to

incur

$

million

of

to these actions, of

which approximately $

million will be

cash. These charges

are expected to

consist primarily of

severance and other benefit costs, as well

as other charges, including

consulting and professional fees. We

recognized $

68.7

severance and

other benefit costs

and $

1.4

million of other

costs in

related to these

actions. We

expect these

actions to be

completed by the end of fiscal 2028.

increased the

estimate of

that we

expect to

incur related

to our previously

announced actions

in the International segment to optimize

our Häagen-Dazs shops network. As a result,

we expect to incur approximately $

charges

related

to

these

of

which,

$

million

will

be

cash.

These

charges are expected

to consist of approximately

$

million of asset write-offs,

$

million of severance, and

$

million of other costs.

We

expect to

incur total

of approximately

$

million, of

which approximately

$

million will be

cash related

to these actions.

We expect these actions to

be completed by the end of fiscal 2026.

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

where required.

We paid

net $

13.2

million of cash related to

restructuring and transformation

actions in fiscal 2025.

We paid

net $

35.5

million of cash

in fiscal 2024.

Restructuring charges recorded in fiscal 2024 were

Commercial strategy actions

$

18.6

20.2

charges

$

38.8

Restructuring charges recorded in fiscal 2023 were

Global supply chain actions

$

36.2

Network optimization actions

6.4

18.4

charges

$

61.0

Restructuring,

and

charges

and

costs

are

classified

in

our

Consolidated Statements of Earnings as follows:

$

78.3

$

241.4

$

56.2

9.2

17.6

4.8

Total restructuring,

transformation, and impairment charges

87.5

259.0

61.0

Restructuring initiative project-related costs classified in cost of

sales

$

0.5

$

2.0

$

2.4

The roll forward of our restructuring, transformation, and other exit

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

Severance

Other Exit

Costs

Total

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

Fiscal 2025 charges, including foreign currency translation

70.1

70.1

Utilized in fiscal 2025

(7.8)

(7.8)

Reserve balance as of May 25, 2025

$

77.1

$

$

77.1

The charges

recognized in

the roll

forward of

our reserves

for restructuring,

exit costs do

not include

items

charged

to

expense

(e.g.,

asset

charges,

the

gain

or

loss

on

the

sale

of

restructured

assets,

and

the

write-off

of

spare parts)

periodic exit

costs recognized

as incurred,

as those

items are

not reflected

in our

restructuring, transformation,

and other exit cost reserves on our Consolidated Balance Sheets.

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

$

431.8

$

368.9

Goodwill and other intangible assets

469.9

448.9

Aggregate advances included in cumulative investments

314.6

280.8

Joint venture earnings and cash flow activity is as follows:

Sales to joint ventures

$

7.8

$

4.8

$

5.8

Net (repayments) advances

(13.3)

2.7

32.2

Dividends received

44.6

50.4

69.9

Summary combined financial information for the joint ventures on

a 100 percent basis is as follows:

Net sales:

CPW

$

1,647.3

$

1,718.5

$

1,618.9

HDJ

323.1

319.3

338.5

1,970.4

2,037.8

1,957.4

Gross margin

686.8

672.2

667.7

Earnings before income taxes

89.4

145.2

169.3

Earnings after income taxes

61.5

119.9

126.9

Current assets

$

751.0

$

777.4

Noncurrent assets

788.3

784.0

Current liabilities

1,314.1

1,310.6

Noncurrent liabilities

96.3

88.2

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

6,816.7

6,728.6

Intangible assets subject to amortization:

Customer relationships and other finite-lived intangibles

420.9

402.2

Less accumulated amortization

(156.2)

(150.9)

Intangible assets subject to amortization

264.7

251.3

7,081.4

6,979.9

Total

$

22,703.8

$

21,730.6

finite-lived intangible

assets as of

May 25,

2025, 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 2023, 2024, and 2025

are as follows:

North

America

Retail

North

North

America

(a)

Corporate

and Joint

Ventures

Total

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

Divestitures

(2.0)

(0.4)

(2.4)

foreign

(8.5)

(12.8)

(0.4)

(21.7)

Balance as of May 28, 2023

6,542.4

6,062.8

805.6

708.4

392.0

14,511.2

Acquisitions

318.1

26.9

345.0

Impairment charge

(117.1)

(117.1)

foreign

(0.5)

(0.1)

7.7

4.5

11.6

6,541.9

6,062.8

805.5

917.1

423.4

1,086.7

1,086.7

(14.6)

(14.6)

Reclassified to assets held for sale

(202.6)

(50.0)

(252.6)

foreign

(1.2)

34.6

18.8

52.2

$

6,323.5

$

7,149.5

$

755.5

$

951.7

$

442.2

$

(a)

The

amounts

of

within

the

segment

as

of

May

26,

2024,

and

May

25,

2025,

were

net

of

accumulated impairment losses of $

117.1

The changes in the carrying amount of other intangible assets for fiscal 2023, 2024, and

2025 are as follows:

Total

Balance as of May 29, 2022

$

6,999.9

3.8

(3.6)

(32.5)

Balance as of May 28, 2023

6,967.6

132.6

Impairment charges

(103.1)

(17.2)

6,979.9

320.0

(44.4)

Reclassified to assets held for sale

(160.7)

(13.4)

$

7,081.4

Our

annual

and

assets

test

was

on

the

first

day

of

the

second

quarter

of

fiscal

2025,

and

we

there

was

no

of

our

assets

as

their

related

fair

values

were

in

excess of the

carrying values,

except for

the

Uncle Toby’s

asset. In addition,

while having

significant coverage

as of

our

fiscal

date,

the

,

Nudges

,

True

Chews

,

and

Kitano

brand

assets

had

risk

of

decreasing

coverage. We will continue

to monitor these businesses for potential impairment.

We did not

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

intangible assets as of May 25, 2025.

2024, as

a result

of lower

future profitability

projections for

our Latin

America reporting

unit, we

$

117.1

million

charge.

In

as

a

result

of

lower

future

sales

and

projections

for

the

supporting

our

Top

Chews

,

True

Chews

,

and

EPIC

brand

assets,

we

$

103.1

million

of

charges

in

fiscal

We

charges

in

restructuring, transformation, impairment, and other exit costs

in

our

of Earnings.

of the

fair values

were determined

cash flow model

using

inputs which

our long-range

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 hierarchy.

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

$

145.7

$

128.9

$

127.6

Variable

lease cost

7.5

8.9

6.1

Short-term lease cost

32.6

32.2

30.0

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

Operating Leases

Finance Leases

$

134.0

$

99.5

0.6

Fiscal 2028

78.7

0.4

Fiscal 2029

57.9

31.6

After fiscal 2030

72.2

Total noncancelable

future lease obligations

$

473.9

$

1.0

Less: Interest

(55.8)

Present value of lease obligations

$

418.1

$

1.0

The

lease

in

the

table

above

exclude

$

82.5

million

of

minimum

lease

for

leases

we

have

committed to but have not yet commenced as of May 25, 2025.

The weighted-average remaining lease term and weighted-average

discount rate for our operating leases are as follows:

remaining lease term

5.0

years

5.4

years

discount rate

4.9

%

4.9

%

In addition, we had $

25.1

million of right of use assets and $

19.3

million of related lease liabilities classified as held for sale as of May

25, 2025.

Supplemental operating cash

flow information and non

-cash activity related to our

operating leases, including those

classified as held-

for-sale, are as follows:

Cash paid for amounts included in the measurement of lease liabilities

$

152.7

$

129.7

Right of use assets obtained in exchange for new lease liabilities

$

163.4

$

139.8

NOTE 8. FINANCIAL INSTRUMENTS, RISK MANAGEMENT ACTIVITIES,

AND FAIR VALUES

FINANCIAL INSTRUMENTS

The

values

of

cash

and

cash

equivalents,

receivables,

payable,

other

current

and

notes

payable

approximate fair

value. Marketable

securities are

carried at

fair value.

As of

May 25,

2025, and

May 26,

2024, 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

0.3

4.9

4.6

4.6

4.3

Total

$

2.6

$

2.6

$

7.2

$

6.9

$

4.6

$

4.3

$

$

There

were

no

net

realized

gains

or

losses

on

the

sale

of

marketable

in

fiscal

Net

realized

losses

on

the

sale

of

marketable securities were $

7.6

million in fiscal 2024. 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

4.9

Total

$

2.6

$

7.2

As of May 25, 2025, 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 accounting for

commodity derivative positions.

the changes in

the values of

these derivatives are

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 2025, 2024, and 2023 included:

Net loss on mark-to-market valuation of commodity positions

$

(37.4)

$

(15.4)

$

(154.4)

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

items to segment operating profit

52.8

40.0

(89.5)

Net mark-to-market revaluation of certain grain inventories

0.3

14.5

(48.0)

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

in

unallocated corporate items

$

15.7

$

39.1

$

(291.9)

As

of

May

25,

2025,

the

net

notional

value

of

was

$

227.1

of

which

$

134.6

million

related

to

agricultural inputs and

$

92.5

million related to

energy inputs. These

contracts relate to

inputs that generally

will be utilized

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,

forward-starting

rate

swaps,

and

treasury

locks

to

hedge

our

to

rate

changes,

to

reduce

the

of

our

costs,

and

to

achieve

a

desired

proportion

of

versus

floating-rate

debt,

based

on

current

and

projected

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

Interest

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

borrowing

rates

available on loans with similar terms and maturities.

During

the fourth

fiscal 2025,

we entered

into a

€

750.0

million

notional amount

swap to

convert

our

€

750.0

million fixed-rate notes due

April 17, 2032

, to a floating rate.

second quarter of

fiscal 2025, in

advance of planned

debt financing,

we entered into

$

350.0

million of treasury

locks. The

treasury locks were terminated during the second quarter of fiscal

2025, in conjunction with the Company’s

issuance of $

750.0

million

of

notes

due

.

Upon

termination,

a

gain

of $

0.1

million

was recognized

in AOCI

and

will be

amortized

through interest expense over the respective term of the debt.

entered into

a $

750.0

million notional

amount interest

rate swap

to convert

our $

750.0

million of fixed-rate notes due

January 30, 2030

, to a floating rate.

During the second quarter of fiscal 2025, our

$

500.0

million notional amount interest rate swap to convert

our $

500.0

million of fixed-

rate notes due

November 18, 2025

to a floating

rate was called

by the counterparty

prior to the

maturity date. The

previously existing

swap was designated

as a fair value

hedge, and concurrent

with the swap

being called, we

ceased recording market

value adjustments

to the associated hedged debt.

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

As of May 25,

2025,

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)

3.2

February 10, 2027

$

2.9

1.5

April 27, 2027

(0.6)

4.2

April 17, 2028

(3.0)

3.907

April 13, 2029

(3.4)

2.25

October 14, 2031

12.6

4.95

March 29, 2033

(1.1)

5.25

0.1

4.55

April 17, 2038

(7.0)

5.4

June 15, 2040

(8.4)

4.15

February 15, 2043

7.0

4.7

April 17, 2048

(10.9)

Net pre-tax hedge loss in AOCI

$

(11.8)

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.

In Millions, Except Average

Rate Data

Pay-floating swaps - notional amount

$

2,283.9

$

1,150.8

Average

receive rate

3.1

%

2.5

%

Average pay rate

4.0

%

4.9

%

As of May 25, 2025, the net notional amount and maturity dates of our floating-rate

swap contracts outstanding are as follows:

Notional Amount

$

681.7

750.0

Fiscal 2032

852.2

Total

$

2,283.9

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,

Canadian

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 25, 2025, the net notional value of foreign exchange derivatives

was $

831.3

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

25,

2025,

we

hedged

a

portion

of

these net

with €

4,742.8

euro denominated

bonds. As

of May

we had

deferred

net foreign

transaction losses of $

123.5

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

the net notional

amount and maturity

dates of our equity swap contracts outstanding are as follows:

Notional Amount

$

194.5

8.2

Total

$

202.7

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 25, 2025, and May 26, 2024, 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)

$

$

5.0

$

$

5.0

$

$

(11.4)

$

$

(11.4)

4.1

4.1

(13.5)

(13.5)

Total

9.1

9.1

(24.9)

(24.9)

Derivatives not designated as hedging

instruments:

0.2

0.2

(1.3)

(1.3)

Commodity contracts (a) (d)

0.6

0.9

1.5

(0.2)

(7.4)

(7.6)

Grain contracts (a) (d)

2.2

2.2

(4.0)

(4.0)

Total

0.6

3.3

3.9

(0.2)

(12.7)

(12.9)

Other assets and liabilities reported at fair value:

Marketable investments (a) (e)

4.9

2.3

7.2

Long-lived assets (f)

2.0

2.0

Total

4.9

4.3

9.2

Total assets, liabilities, and

derivative positions

recorded at fair value

$

5.5

$

16.7

$

$

22.2

$

(0.2)

$

(37.6)

$

$

(37.8)

(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)

EURIBOR,

SOFR, and

swap rates.

As of

hedged debt

designated as

item in a fair

value hedge was $

2,280.6

million, of which

$

675.6

1,605.0

million was classified

on the Consolidated

Balance

Sheets

within

current

portion

of

debt

and

debt,

As of

May 25,

2025,

the

cumulative

amount of fair value hedging basis adjustments was $

3.2

(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

(e)

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

pricing.

(f)

We

recorded immaterial

non-cash impairment

charges in

to write

down certain

long-lived

assets to

their fair

value.

Fair

value

was based

on

recently

for

similar

assets

in

the

These

assets

were

with

previously announced restructuring actions described in Note 4.

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 assets (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)

EURIBOR,

SOFR, and

swap rates.

As of

May 26, 2024,

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

(e)

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

(f)

See Note 6.

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

25,

2025,

the

fair

value

and

amount

of

our

debt,

current portion,

were $

13,579.5

million and

$

14,201.6

million, respectively.

As of

May 26,

2024, the

carrying amount

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

$

12,148.7

12,918.3

million, respectively.

related

to our

hedges,

hedges, and

other

not designated

as hedging

instruments for

the

fiscal years ended May 25, 2025, and May 26, 2024, follows:

Foreign

Exchange

Equity

Commodity

Total

Derivatives in Cash Flow Hedging

Relationships:

Amount of gain (loss) recognized in

other comprehensive income (OCI)

$

0.1

$

$

(8.1)

$

(4.3)

$

$

$

$

$

(8.0)

$

(4.3)

Amount of net (loss) gain reclassified

from AOCI into earnings (a)

(0.2)

0.9

2.5

3.2

2.3

4.1

Amount of net gain recognized in

earnings (b)

0.3

0.3

Derivatives in Fair Value

Hedging

Relationships:

Amount of net gain (loss) recognized

in earnings (b)

3.0

(0.2)

3.0

(0.2)

Derivatives Not Designated as

Hedging Instruments:

Amount of net (loss) gain recognized

in earnings (c)

$

$

$

(16.0)

$

(8.5)

$

6.3

$

21.6

$

(22.0)

$

15.1

$

(31.7)

$

28.2

(a)

(Loss) gain reclassified

from AOCI into earnings

is reported in interest,

net for interest rate

swaps and in cost

of sales and SG&A

expenses for foreign

exchange contracts. For the

fiscal year ended May 25,

2025, the amount of

gain reclassified from AOCI

into

cost of sales

was $

12.7

million and

loss reclassified from

AOCI into SG&A

was $

10.2

million. For

the fiscal year

ended

May 26,

2024,

the

amount

of

gain

from

AOCI

into

cost

of

sales

was

$

7.0

million

and

the

amount

of

loss

reclassified from AOCI into SG&A was $

3.8

(b)

Gain (loss) recognized in earnings is reported in interest, net for interest rate

contracts.

(c)

(Loss) gain recognized in

earnings is reported in SG&A

and after-tax earnings from

joint ventures for foreign

exchange contracts,

SG&A for equity contracts, and cost of sales for commodity contracts.

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 (d)

in the Balance Sheet (d)

Gross

Assets

Gross

Balance Sheet

Net Amounts

(a)

Cash

Received

(b)

Gross

Gross Assets

Balance Sheet

Net Amounts

(a)

Cash

Pledged

(c)

Commodity contracts

$

1.5

$

$

1.5

$

(1.0)

$

$

0.5

$

(7.6)

$

$

(7.6)

$

1.0

$

$

(6.6)

Interest rate contracts

4.6

4.6

(2.2)

2.4

(18.3)

(18.3)

2.2

(16.1)

Foreign exchange contracts

4.3

4.3

(3.8)

0.5

(14.8)

(14.8)

3.8

(11.0)

Equity contracts

3.8

3.8

(1.0)

2.8

(1.0)

(1.0)

1.0

Total

$

14.2

$

$

14.2

$

(8.0)

$

$

6.2

$

(41.7)

$

$

(41.7)

$

8.0

$

$

(33.7)

(a)

Net fair value as recorded in our Consolidated Balance Sheets.

(b)

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

(c)

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

(d)

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

$

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.

AMOUNTS RECORDED IN ACCUMULATED

OTHER COMPREHENSIVE LOSS

As of May 25, 2025, the after-tax amounts of unrealized

losses in AOCI related to hedge derivatives follows:

After-Tax

Loss

Unrealized loss from interest rate cash flow hedges

$

(7.1)

Unrealized loss from foreign currency cash flow hedges

(0.3)

After-tax loss in AOCI related to hedge derivatives

$

(7.4)

The net amount

of pre-tax gains and

losses in AOCI as

of May 25,

2025, that we expect

to be reclassified

into net earnings

next 12 months is a $

2.1

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

positions.

The

aggregate

fair

value

of

all

derivative instruments with credit-risk-related

contingent features that were in

a liability position on May

25, 2025, was $

24.8

We have

posted no collateral under

these contracts. If the credit-risk-related

contingent features underlying these

agreements had been

triggered on May 25, 2025, we would have been required to post $

24.8

million of collateral to counterparties.

CONCENTRATIONS OF

CREDIT AND COUNTERPARTY

CREDIT RISK

During fiscal 2025, 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

contracts,

is $

6.3

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.

The

roll

forward

of

our

obligations,

in

accounts payable

,

payable

to

who

utilize

these

services

is

as

Total

$

1,404.4

Additions, including foreign currency translation

4,116.8

Payments

(4,093.7)

$

1,427.5

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

U.S. commercial paper

$

669.4

4.5

%

$

%

Financial institutions

7.6

5.8

11.8

8.8

Total

$

677.0

4.5

%

$

11.8

8.8

%

To ensure availability

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

available to us in the United States

and Europe.

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

as of May 25, 2025:

Borrowing

Capacity

Borrowed

Amount

Committed credit facility expiring October 2029

$

2,700.0

$

Uncommitted credit facilities and lines of credit

703.7

7.6

Total

$

3,403.7

$

7.6

In

the

second

quarter

2025,

we

entered

into

a

$

2.7

billion

fee-paid

credit

facility

that

is

scheduled

to

expire

in

October 2029. Concurrent with the execution of this credit facility,

we terminated our existing $

2.7

billion credit facility.

The

credit

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 25, 2025.

LONG-TERM DEBT

In

the

fourth

quarter

of

fiscal

2025,

we

issued

€

750.0

million

of

3.6

percent

notes

due

April 17, 2032

.

We

used

the

net

proceeds

to

repay

$

800.0

million

of

4.0

percent

notes

due

April 17, 2025

and

a

portion

of

our

paper, as well as for general corporate

purposes.

In the third

quarter of fiscal 2025,

we repaid $

500.0

5.241

percent fixed-rate notes

due

November 18, 2025

, using proceeds

from the issuance of commercial paper.

In the second quarter of

fiscal 2025, we issued $

750.0

4.875

percent fixed-rate notes due

January 30, 2030

. We

used the net

proceeds to fund the Whitebridge Pet Brands acquisition.

In the second

2025, we issued

$

750.0

5.25

percent fixed-rate notes

due

. We

used the net

proceeds to fund the Whitebridge Pet Brands acquisition.

In the

issued €

250.0

floating-rate notes

due

April 22, 2026

. We

net proceeds

to

repay €

250.0

.

In the

issued €

500.0

floating-rate notes

due

October 22, 2026

. We

net proceeds

to repay €

500.0

.

In the

of fiscal 2024,

we issued €

500.0

3.65

percent fixed-rate

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

million of floating-rate

. We

used the net proceeds

to repay €

250.0

November 10, 2023

.

In the

issued $

500.0

5.5

percent fixed-rate

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

million of floating-rate

. We

used the net proceeds

to

repay €

500.0

July 27, 2023

.

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

In Millions, Except Weighted-Average

Interest Data

Interest Rate (a)

Notes due fiscal 2025

%

$

$

1,613.5

Notes due fiscal 2026

0.8

1,533.9

1,693.2

Notes due fiscal 2027

3.1

2,276.5

1,687.8

Notes due fiscal 2028

4.2

1,400.0

1,400.0

Notes due fiscal 2029

4.5

1,352.2

1,313.5

Notes due fiscal 2030

3.9

1,500.0

750.0

Notes due fiscal 2031 - 2051

4.1

6,389.7

4,736.1

Net impact of unamortized debt discounts, debt issuance

costs, interest rate swaps, and finance leases

(250.7)

(275.8)

14,201.6

12,918.3

Less amount due within one year

(1,528.4)

(1,614.1)

Total long-term debt

$

12,673.2

$

11,304.2

(a)

Weighted average

interest rates as of May 25, 2025.

The following table details the currency of our outstanding bonds:

US Dollar

$

9,055.3

$

8,855.3

Euro

$

5,397.0

$

4,338.8

Certain of our

long-term debt agreements

contain restrictive

As of May 25, 2025, we were in compliance with all of these

The $

11.8

million pre-tax loss recorded in AOCI as of May 25, 2025 associated

with our previously designated interest rate swaps will

be reclassified

to net

interest over

the remaining

lives of

transactions. The

amount expected

to be reclassified

to net interest in fiscal 2026 is a $

0.1

million pre-tax gain.

NOTE 10. NONCONTROLLING INTERESTS

Our principal noncontrolling

interest related to our General

Mills Cereals, LLC (GMC)

subsidiary. The

third-party holder of the GMC

Class

A

limited

membership

interests (GMC

Class

A

Interests)

received

preferred

distributions

from

net

income

based on the

application of a floating

preferred return rate

to the holder’s

capital account balance

established in the

most recent mark-

to-market valuation.

On June 1,

2024, the floating

preferred return

rate was reset

to the sum

of the

three-month Term SOFR

plus

basis points.

of fiscal 2025,

we purchased

the outstanding

GMC Class A

Interests from

the third-party

holder for

$

252.8

million. The purchase

price reflected the

GMC Class A Interests’

original capital account balance

of $

242.3

10.5

million

related

to

capital

account

and

paid

to

the

holder

of

the

Class

A

Interests.

The

capital

appreciation paid to the third-party holder of the Class A Interests was recorded

as a direct reduction to retained earnings, a component

of stockholders’

equity,

on the Consolidated

Balance Sheets, and

reduced net earnings

available to common

stockholders in our

basic

and diluted earnings per share (EPS) calculations.

For

purposes,

the

assets,

results

of

and

cash

flows

of

our

non-wholly

owned

are

in

our

Statements.

The

investor’s

share

of

the

net

of

these

subsidiaries is reflected in net earnings attributable to noncontrolling

interests in our Consolidated Statements of Earnings.

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

18.7

29.2

18.0

Aggregate purchase price

$

1,213.5

$

2,021.2

$

1,403.6

The following tables provide details of total comprehensive income:

Pretax

Tax

Net

Net

$

2,295.2

$

23.7

$

(161.9)

$

46.6

(115.3)

0.4

Net actuarial gain

21.3

(4.1)

17.2

(8.0)

0.6

(7.4)

Foreign currency translation (a)

33.9

33.9

Hedge derivatives (b)

(2.3)

2.1

(0.2)

Amortization of losses and prior service costs (c)

58.1

(11.6)

46.5

Other comprehensive (loss) income

$

(58.9)

$

33.6

(25.3)

0.4

income

$

2,269.9

$

24.1

(a)

Loss reclassified from AOCI into earnings is reported in divestitures gain, net.

(b)

net for

in cost

(c)

income.

Pretax

Tax

Net

Net

$

2,496.6

$

22.0

$

(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)

net for

in cost

(b)

income.

Fiscal 2023

Pretax

Tax

Net

Net

$

2,593.9

$

15.7

$

(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 divestitures gain,

net.

(b)

net for

in cost

(c)

income.

In

fiscal

2025,

2024,

and

2023,

except

for

certain

reclassifications

to

changes

in other

comprehensive

(loss) income

were

primarily non-cash items.

Accumulated other comprehensive loss balances, net of tax effects,

were as follows:

Foreign currency translation adjustments

$

(876.7)

$

(795.3)

Unrealized (loss) gain

from hedge derivatives

(7.4)

0.2

Pension, other postretirement, and postemployment benefits:

(1,726.8)

(1,806.3)

Prior service credits

65.9

81.7

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

of May 25,

2025,

a total

of

29.5

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

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

$

13.26

$

17.47

$

14.16

Assumptions:

Risk-free interest rate

4.5

%

4.0

%

3.3

%

Expected term

8.5

years

8.5

years

8.5

years

Expected volatility

21.6

%

21.5

%

20.9

%

Dividend yield

3.8

%

2.8

%

3.1

%

We

estimate the

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

recognized in

(referred to

as a

windfall tax

benefit) is

presented in

Statements of

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

$

5.3

$

10.2

$

32.3

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

graded vesting or

cliff vesting. Options

generally expire within

10 years and one month

after the date of

grant. As

of May 25, 2025, 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)

12,044.4

$

59.19

5.0

$

120.5

Granted

1,322.3

63.51

Exercised

(780.9)

54.57

Forfeited or expired

(152.2)

67.29

Outstanding as of May 25, 2025

12,433.6

$

59.84

4.7

$

14.4

Exercisable as of May 25, 2025

8,071.6

$

56.31

3.1

$

14.4

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

Compensation expense related to stock option awards

$

15.8

$

13.9

$

12.3

Net

cash

proceeds

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

$

43.0

$

25.5

$

232.3

Intrinsic value of options exercised

$

11.7

$

7.6

$

118.7

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

graded

vesting

or

cliff

vesting.

share

units

are

earned primarily

our future

achievement of

three-year goals

for average

sales growth

and cumulative

cash

flow

and

a

relative

total

shareholder

return

modifier.

share

units

are

settled

in

common

stock

and

are

subject

to

a

three-year

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 25,

2025,

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 26, 2024

4,590.1

$

66.94

69.1

$

67.49

Granted

1,671.8

63.37

26.2

63.27

Vested

(1,768.0)

63.35

(27.3)

65.28

Forfeited

(403.6)

68.26

(9.1)

67.56

Non-vested as of May 25, 2025

4,090.3

$

66.90

58.9

$

66.63

Number of units granted (thousands)

1,698.0

1,517.8

2,066.4

price per unit

$

63.37

$

73.38

$

69.77

The

total

grant-date

fair

value

of

stock

unit

awards

that

vested

was

$

113.8

million

in

fiscal

2025,

$

92.9

million

in

fiscal

2024, and $

107.4

million in fiscal 2023.

25, 2025, unrecognized

compensation expense

related to non-vested

stock options, restricted

stock units, and

share units was $

116.5

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

$

75.9

$

81.4

$

99.4

NOTE 13. EARNINGS PER SHARE

Basic and diluted EPS were calculated using the following:

In Millions, Except per Share Data

Net earnings attributable to General Mills - as reported

$

2,295.2

$

2,496.6

$

2,593.9

Capital appreciation paid on Class A Interests in GMC (a)

(10.5)

Net earnings for EPS calculation

$

2,284.7

$

2,496.6

$

2,593.9

of common shares - basic EPS

554.5

575.5

594.8

Incremental share effect from: (b)

Stock options

1.2

1.8

3.6

Restricted stock units and performance share units

1.8

2.2

2.8

of common shares - diluted EPS

557.5

579.5

601.2

Earnings per share — basic

$

4.12

$

4.34

$

4.36

Earnings per share — diluted

$

4.10

$

4.31

$

4.31

(a)

Please see Note 10 for additional information.

(b)

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

excluded

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

4.7

2.1

0.8

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

2025 or fiscal 2024.

We do

no

t expect to be required

to make

any

to

our

U.S.

plans

in

fiscal

Our

U.S.

retirement

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 2024. We

do

no

t expect to be required to make any contributions to these plans in fiscal 2026.

Health Care Cost Trend

Rates

Assumed health care cost trends are as follows:

Health care cost trend rate for next year

7.9

% and

7.9

%

7.3

% and

7.3

%

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

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

7.9

percent for retirees age

65 and over and for

retirees under age 65 at

the end of fiscal 2025.

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:

Plans

Other

Change in Plan Assets:

Fair value at beginning of year

$

5,439.7

$

5,778.6

$

463.2

$

456.0

Actual return on assets

188.6

(23.2)

35.7

45.6

Employer contributions

30.7

30.0

0.1

0.1

Plan participant contributions

2.4

2.0

6.6

6.4

Benefits payments

(349.5)

(349.5)

(47.6)

(44.9)

5.3

1.8

Fair value at end of year (a)

$

5,317.2

$

5,439.7

$

458.0

$

463.2

Change in Projected Benefit Obligation:

Benefit obligation at beginning of year

$

5,801.7

$

5,970.7

$

403.0

$

430.6

$

129.0

$

131.0

51.8

56.8

4.3

4.7

7.0

7.4

306.9

296.5

21.1

21.3

4.0

4.0

Plan amendment

0.4

1.2

(9.6)

Curtailment/other

(13.9)

8.1

10.2

Plan participant contributions

2.4

2.0

6.6

6.4

Actuarial (gain) loss

(191.4)

(174.4)

(48.1)

(14.1)

(2.1)

10.3

Benefits payments

(349.5)

(339.1)

(49.0)

(45.7)

(22.9)

(24.3)

5.2

1.9

(0.5)

(0.2)

Projected benefit obligation at end of year (a)

$

5,627.5

$

5,801.7

$

337.4

$

403.0

$

123.1

$

129.0

Plan assets (less) more than benefit obligation as of

fiscal year end (b)

$

(310.3)

$

(362.0)

$

120.6

$

60.2

$

(123.1)

$

(129.0)

(a)

Plan assets and obligations are measured as of

May 31, 2025

, and

May 31, 2024

.

During fiscal

2025, the

decrease in

pension obligations

was primarily

actuarial gains

due to

an increase

in

the discount

rate, and

the decrease

in other

postretirement obligations

was primarily

actuarial gains

due to plan

experience.

During fiscal 2024,

the decreases in defined

benefit pension obligations

obligations were primarily

actuarial gains due to an increase in the discount rate.

As of May 25, 2025,

other postretirement benefit plans

had benefit obligations of

$

9.4

million that are unfunded.

As of May 26, 2024,

other

benefit

plans had

benefit

of $

11.5

million

unfunded.

are

not

funded and had benefit obligations of $

123.1

129.0

million as of May 25, 2025, and May 26, 2024, respectively.

The

benefit

for

all

defined

benefit

pension

plans

was

$

5,540.2

million

as

of

May 25,

2025,

and

$

5,684.1

million as of May 26, 2024.

Amounts recognized in AOCI as of May 25, 2025, and May 26, 2024, are as follows:

Plans

Other Postretirement

Total

Net actuarial (loss) gain

$

(1,935.4)

$

(1,991.1)

$

212.7

$

190.4

$

(4.1)

$

(5.6)

$

(1,726.8)

$

(1,806.3)

Prior service (costs) credits

(7.5)

(9.8)

67.4

84.7

6.0

6.8

65.9

81.7

Amounts recorded in accumulated

other comprehensive loss

$

(1,942.9)

$

(2,000.9)

$

280.1

$

275.1

$

1.9

$

1.2

$

(1,660.9)

$

(1,724.6)

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

25, 2025, and May 26, 2024 are as follows:

Projected benefit obligation

$

449.7

$

449.4

Accumulated benefit obligation

440.1

438.8

Plan assets at fair value

16.3

12.0

Components of net periodic benefit expense are as follows:

Other Postretirement Benefit

Plans

$

51.8

$

56.8

$

70.3

$

4.3

$

4.7

$

5.1

$

7.0

$

7.4

$

8.4

306.9

296.5

258.5

21.1

21.3

17.9

4.0

4.0

3.1

Expected return on

(420.1)

(417.7)

(420.5)

(35.9)

(34.7)

(31.1)

Amortization of losses

(gains)

100.4

86.5

113.2

(20.5)

(20.4)

(19.3)

0.5

0.1

0.4

Amortization of prior

service costs

(credits)

1.4

1.8

1.5

(22.1)

(21.8)

(23.2)

(1.6)

0.3

0.3

Other adjustments

11.5

8.3