UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM

ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR
 THE FISCAL YEAR ENDED
 MAY 25, 2025

TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 FOR THE TRANSITION PERIOD FROM __________ TO __________
 Commission file number:
 001-01185
 ________________
 GENERAL MILLS, INC.
 (Exact name of registrant as specified in its charter)
 Delaware

 41-0274440
 (State or other jurisdiction of
 (I.R.S. Employer
 incorporation or organization)
 Identification No.)
 Number One General Mills Boulevard

 Minneapolis
,
 Minnesota
 55426
 (Address of principal executive offices)
 (Zip Code)
 (763)
 764-7600
 (Registrant's telephone number,
including area code)
 Securities registered pursuant to Section 12(b)
of the Act:
 Title of each class

 Trading Symbol(s)

 Name of each exchange
 on which registered
 Common Stock, $.10 par value

 GIS

 0.125% Notes due 2025
 GIS25A
 0.450% Notes due 2026

 GIS26

 1.500% Notes due 2027

 GIS27

 3.907% Notes due 2029
 GIS29
 3.650% Notes due 2030
 GIS30A
 3.600% Notes due 2032
 GIS32
 3.850% Notes due 2034
 GIS34
 Securities registered pursuant to Section 12(g)
of the Act: None
 Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
 Yes

No

 Indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act. Yes

 No

 Indicate
by
check
mark
the
registrant
(1)
has
filed
all
required
to
be
filed
by
Section
or
15(d)
of
the
Securities
 Exchange Act of 1934
during the preceding 12
months (or for such shorter
period that the registrant
was required to file such
reports),
 and (2) has been subject to such filing requirements for the past 90 days.

 Yes

No

 Indicate
by
check
mark
the
registrant
has
submitted
electronically
every
Interactive
Data
File
required
to
be
submitted
 pursuant to Rule
405 of Regulation
S-T during
the preceding 12
months (or for
such shorter period
that the registrant
was required
to
 submit such files).
 Yes

No

 Indicate
by
check
mark
the
registrant
is
a
large
filer,
an
filer,
a
non-accelerated
filer,
a
smaller
company,
or
an
emerging
company.
See
the
definitions
of
"large
filer,"
"accelerated
filer,"
"smaller
 reporting company," and
"emerging growth company" in Rule 12b-2 of the Exchange Act.
 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an
emerging
company,
indicate
by
check
mark
if
the
registrant
has
elected
not
to
use
the
extended
transition
for
 complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark
whether the registrant has
filed a report on
and attestation to its management's
assessment of the effectiveness
 of its
over financial
reporting under
Section 404(b)
Sarbanes-Oxley Act
(15 U.S.C.
7262(b)) by
the registered
 public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check
mark whether the financial statements of the
 registrant included in the filing reflect the correction of an error to previously
issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based
 compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant
to § 240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
 Yes

No

 Aggregate
market value
of Common
Stock held
by non-affiliates
registrant, based
closing price
of $65.00
per share
as
 reported on
the New
York
Stock Exchange
on November
24, 2024
(the last
business day
registrant's
most recently
completed
 second fiscal quarter): $
 35,891

 Number of shares of Common Stock outstanding as of June 9, 2025:
 542,427,490

(excluding
 212,185,838

shares held in the treasury).
 DOCUMENTS INCORPORATED
BY REFERENCE
 Portions of the registrant's Proxy
Statement for its 2025 Annual Meeting of Shareholders are incorporated by reference
into Part III.

 Page
 Item 1
 Item 1A
 Risk Factors
 Item 1B
 Unresolved Staff Comments
 Item 1C
 Cybersecurity
 Item 2
 Properties
 Item 3
 Legal Proceedings
 Item 4
 Mine Safety Disclosures
 Item 5
 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of

 Equity Securities
 Item 7
 Management's Discussion and Analysis of Financial Condition and Results of Operations
 Item 7A
 Quantitative and Qualitative Disclosures About Market Risk
 Item 8
 Financial Statements and Supplementary Data
 Item 9
 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
 Item 9A
 Controls and Procedures
 Item 9B
 Other Information
 Item 9C
 Disclosure Regarding Foreign Jurisdictions that Prevent Inspection
 Item 10
 Directors, Executive Officers and Corporate Governance
 Item 11
 Executive Compensation
 Item 12
 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 Item 13
 Certain Relationships and Related Transactions, and Director Independence
 Item 14
 Principal Accountant Fees and Services
 Item 15
 Exhibits and Financial Statement Schedules
 Item 16
 Form 10-K Summary
 Signatures

 PART
I
 ITEM 1 - Business

 COMPANY OVERVIEW
 For more than
150 years, General
Mills has been
making food the
world loves.
 We
 are a leading
global manufacturer and
marketer of
 branded consumer
foods with more
than 100 brands
in 100 countries
across six continents.
In addition to
our consolidated operations,
 we
have
interests
in
two
strategic
joint
ventures
that
manufacture
and
food
sold
in
 countries worldwide.
 We
 manage and review the financial results of our
business under four operating segments: North America Retail; International;
North
Pet;
and
North
Foodservice.
See
Management's
Discussion
and
Analysis
of
Condition
and
Results
of
 Operations (MD&A) in Item 7 of this report for a description of our segments.
 We
 offer a variety of human and pet food
products that provide great taste, nutrition, convenience, and
value for consumers around the
 world. Our business is focused on the following large, global
categories:

 snacks, including grain, fruit and savory snacks, nutrition bars, and
frozen hot snacks;

 ready-to-eat cereal;

 convenient meals, including meal kits, ethnic meals, pizza, soup, side dish mixes,
frozen breakfast, and frozen entrees;

 wholesome natural pet food;

 refrigerated and frozen dough;

 baking mixes and ingredients;

 yogurt; and

 super-premium ice cream.
 Our Cereal Partners Worldwide
(CPW) joint venture with Nestl
S.A. (Nestl) competes in the
ready-to-eat cereal category in markets
 outside North
America, and
our H agen-Dazs
Japan, Inc.
(HDJ) joint
venture
competes in
the super-premium
ice cream
category
in
 Japan. For net sales contributed
by each class of similar
products, please see Note 17
to the Consolidated Financial
Statements in Item
 8 of this report.
 The terms
"General Mills,"
"Company,"
"registrant," "we,"
"us," and
"our" mean
General Mills, Inc.
and all
subsidiaries included
in
 the Consolidated Financial Statements in Item 8 of this report unless the context
indicates otherwise.

 Certain terms used throughout this report are defined in a glossary in Item 8 of
this report.
 Customers
 Our
primary
are
mass
merchandisers,
membership
food
drug,
dollar
and
 chains, e-commerce
retailers, commercial
and noncommercial
foodservice distributors
and operators,
restaurants, convenience
 and
pet
specialty
stores.
We
sell
to
these
our
direct
sales
force.
We
use
broker
and
 arrangements for certain products and to serve certain types
of customers and certain markets. For further information
on our customer
and
return practices,
please
refer
to Note
Financial Statements
in
Item 8
of this
report.
 fiscal 2025, Walmart
Inc. and its affiliates (Walmart)
accounted for 22 percent of our consolidated
net sales and 31 percent of net sales
Retail segment.
No other
customer accounted
for 10
percent or
more of
our consolidated
net sales.
For further
 information on significant customers, please refer to Note 8 to the Consolidated
Financial Statements in Item 8 of this report.
 Competition
 The
human
and
pet
food
are
competitive,
with
numerous
manufacturers
of
varying
sizes in
the
States and
 throughout the
world. The categories
in which
we participate
also are
very competitive.
Our principal
competitors in
these categories
 are manufacturers, as
well as retailers with
their own branded
products. Competitors market
and sell their products
through brick-and-
 mortar stores
and e-commerce.
All our
principal competitors
have substantial
financial, marketing,
resources. Competition
 in
our
is
based
on
innovation,
quality,
brand
recognition
and
loyalty,
of
activity,
convenient
ordering
and
delivery
to
the consumer,
to
identify
and
satisfy
 preferences.
Our
strategies
for
competing
in
each
of
our
unique
insights,
customer
 relationships, superior
product quality,
innovative advertising,
product promotion,
product innovation
aligned with consumers'
needs,
 an efficient
supply chain, and
price. In most
product categories, we
compete not only
with other widely
advertised, branded
 but also
with regional
brands and
with generic
and private
label products
generally sold
at lower
prices. Internationally,
we
 compete with both multi-national and local manufacturers, and each
country includes a unique group of competitors.

 Raw materials, ingredients, and packaging
 The
raw
materials
that
we
use
are
grains
(wheat,
oats,
and
corn),
dairy
meat,
vegetable
oils,
sugar,
vegetables,
 fruits,
nuts,
and
other
agricultural
We
also
use
substantial
quantities
of
carton
board,
corrugated,
plastic,
and
metal
 packaging
supplies,
and
energy.
Most
of
these
inputs
for
our
domestic
and
Canadian
are
purchased
 from suppliers
United States. In
our other
international operations,
inputs that
are not locally
available in
adequate supply
may
 be imported
from other
countries. The
these inputs
may fluctuate
widely due
to external
conditions such
as weather,
 change,
scarcity,
limited
sources
of
supply,
trade
tariffs,
pandemics,
 war,
and
in
governmental
agricultural
and
energy
policies
and
regulations.
We
that
we
will
be
able
to
obtain
an
 adequate supply
of needed
inputs. Occasionally
and where
possible, we
make advance
purchases of
items significant
 to ensure
continuity of
operations. Our
objective is
to procure
materials meeting
both our quality
standards and
our production
needs
 at price levels
that allow a targeted
profit margin. Since
these inputs generally
represent the largest
variable cost in manufacturing
our
 products, to the
extent possible, we
often manage the
risk associated with
adverse price movements
for some inputs
using a variety
of
 risk
strategies.
We
also
have
a
grain
merchandising
operation
that
us
efficient
access
to,
and
more
informed
 knowledge of, various commodity
markets, principally wheat and oats.
This operation holds physical inventories
that are carried at net
 realizable value and uses derivatives to manage its net inventory position and minimize
its market exposures.
 TRADEMARKS AND PATENTS
 Our
are
marketed
under
a
variety
of
valuable
trademarks.
Some
of
the
more
important
used
in
our
global
(set
forth
in
italics
in
this
report)
 Annie's
,

Betty
Crocker
,
 Bisquick
,
 Blue
Buffalo
,
 Bugles
,
 Cascadian
 Farm
,
 Cheerios
,
 Chex
,
 Cinnamon
Toast
Crunch
,
 Cocoa Puffs
,
 Cookie Crisp
,
 Dunkaroos,
Edgard
& Cooper,
 Fiber One
,
 Fruit by
the Foot
,
 Fruit
Gushers
,
 Fruit
Roll-Ups
,
 Gardetto's
,
 Gold
Medal
,
 Golden
Grahams
,
,
 Kitano
,
 Kix
,
 L rabar
,
 Latina
,
 Lucky
 Charms
,
 Muir Glen
,
 Nature
Valley
,
 Nudges, Oatmeal
Crisp
,
 Old El
Paso
,
 Pillsbury
,
,
 Tastefuls
,

Tiki
Pets
,
 Total
,
Totino's
,
 Trix
,
 True
Chews,
True
Solutions,
Wanchai
Ferry
,
 Wheaties
,
 Wilderness
,
and
 Yoki
.
We
protect
these
as
appropriate
 through registrations in the
United States and other jurisdictions.
Depending on the jurisdiction,
trademarks are generally valid
as long
 as they are in use
or their registrations are properly
maintained and they have
not been found to have
become generic. Registrations of
 trademarks can also generally be renewed indefinitely for
as long as the trademarks are in use.

 Some
of
our
are
marketed
under
or
in
combination
with
that
have
been
licensed
from
others
for
both
long-
 standing
 Reese's
Puffs

for
cereal,
 Green
Giant
 for vegetables
in certain
countries, and
 Yoplait
 and related
brands for
 fresh dairy in the United States), and shorter term promotional products (e.g., fruit
snacks sold under various third party equities).
 Our cereal
are licensed
to CPW
and
may be
used in
association
 Nestl
 trademark.
Nestl licenses
of its
to
CPW,
the
 Nestl

and
 Uncle
Toby's

trademarks.
The

trademark
is
licensed
royalty-free
and
 exclusively
to
Nestl
and
authorized
sublicensees
for
ice
cream
and
other
frozen dessert
in
the
States and

 The

trademark is
also licensed
to HDJ
in Japan.
The
 Pillsbury

brand and
the
 Pillsbury Doughboy

character are
 to
an
exclusive,
royalty-free
license
that
was
to
a
third
party
and
its
successors
in
the
shelf-stable
baking
in
the
 United States and under limited circumstances in Canada and Mexico.

 We
our
focus
on
developing
and
marketing
innovative,
proprietary
many
of
which
use
proprietary
expertise,
 recipes and formulations,
and are patent protected. We
consider the collective rights under our various patents, which
expire from time
 to time, a valuable asset,
but we do not
believe that our businesses are
materially dependent upon
any single patent or group
of related
 patents.
 SEASONALITY
 In
general,
for
our
is
evenly
balanced
throughout
the
year.
However,
within
our
North
for
dough,
baked
goods,
and
baking
is
stronger
in
the
fourth
calendar
quarter.
Demand
for
 soup is higher
during the
fall and winter
months. Within
our International
segment, demand
for
 ice cream is
 higher during
the summer
months and
demand for
baking mix
increases during
winter months.
Due to
the offsetting
impact of
these
trends,
as well
as the
different
seasons
in
the
northern
and
southern
hemispheres,
our
segment's
net
sales are
 generally evenly balanced throughout the year.
 QUALITY AND SAFETY REGULATION
 The
manufacture
and
sale
of
human
and
pet
food
is
regulated.
In
the
our
activities
are
to
 regulation by
various federal
government agencies,
including the
Food and
Drug Administration,
Department of
Agriculture, Federal
 Trade
Commission,
Department
of
Commerce,
Occupational
Safety
and
Health
Administration,
and
Environmental
Protection
 Agency,
as
well
as
federal,
state,
and
local
agencies
relating
to
the
production,
packaging,
labelling,
storage,
 distribution, quality,
and safety of food
and pet products and
the health and safety
of our employees.
Our business is also
regulated by
 similar agencies outside of the United States.

 ENVIRONMENTAL
MATTERS
 As
of
May
25,
2025,
we
were
involved
with
two
response
actions
with
the
alleged
or
threatened
release
of
hazardous
 substances or wastes located in Minneapolis, Minnesota and Moonachie, New
Jersey.

 Our
are
to
the
Clean
Air
Act,
Clean
Water
Act,
Resource
Conservation
and
Recovery
Act,
Comprehensive
 Environmental
Response,
Compensation,
and
Liability
Act,
and
the
Federal
Insecticide,
Fungicide,
and
Rodenticide
Act,
and
all
 similar state, local, and foreign environmental laws and regulations applicable
to the jurisdictions in which we operate.
 Based on current
facts and circumstances,
we believe that
neither the
results of our
environmental proceedings
nor our compliance
in
 general
with
environmental
laws
or
regulations
will
have
a
adverse
upon
our
expenditures,
or
 competitive position.
 HUMAN CAPITAL MANAGEMENT

 Recruiting, developing, engaging, and protecting our
workforce is critical to executing our strategy and achieving
business success. As
 of
May
25,
2025,
we
had
33,000
around
the
globe,
with
17,000
in
the
U.S.
and
 approximately 16,000
located in our
markets outside
of the U.S.
Our workforce
is divided
between approximately
13,000 employees
 dedicated to the production of our products and approximately 20,
000 non-production employees.

 The
efficient
of
high-quality
and
successful
execution
of
our
strategy
a
talented,
skilled,
and
engaged
 team of employees. We
work to equip our employees with
critical skills and expand their contributions
over time by providing a range
 of training and career
development opportunities, including
hands-on experiences via
challenging work assignments and
job rotations,
 coaching
and mentoring
opportunities, and
training programs.
To
foster employee
engagement and
commitment, we
follow a
robust
 process
to
listen
to
employees,
take
action,
and
our
progress
with
on-going
employee
conversations,
transparent
 communications, and employee engagement surveys.
 We
fostering a
culture of
belonging is
the right
thing to
do for
our employees
and business.
It strengthens
our ability
to
 recruit talent and provides all
of our employees with an
environment where they have
an opportunity to thrive and
succeed. Champion
 Belonging
– a
value –
helps bring
to life
our
culture of
belonging through
respecting and
all voices,
ideas, and
 perspectives.
We
embed
our
culture
of
belonging
into
our
day-to-day
ways
of
a
number
of
programs
to
foster
 discussion, build empathy,
and increase understanding.
 We
are
committed
to
maintaining
a
safe
and
secure
workplace
for
our
employees.
We
set
safety
standards
to
identify
and
 manage critical risks.
We
use global safety
management systems and
employee training to
ensure consistent implementation
of safety
 protocols and
accurate measurement
and tracking of
incidents. To
provide a safe
and secure working
environment for our
employees,
 we prohibit workplace
discrimination, and
we do not
tolerate abusive conduct
or harassment. Our
attention to the
health and safety
of
 our workforce extends to the workers and communities in our supply chain.
We believe that respect
for human rights is fundamental to
 our strategy and to our commitment to ethical business conduct.

 INFORMATION ABOUT
OUR EXECUTIVE OFFICERS
 The section below provides information regarding our executive officers
as of June 25, 2025.
 Kofi A. Bruce
, age 55, is Chief Financial
Officer. Mr.
Bruce joined General Mills in 2009 as
Vice President,
Treasurer after serving
in
 a
variety
of
senior
with
Ecolab
and
Ford
Motor
Company.
He
served
as
Treasurer
until
2010
when
he
was
 named Vice
President, Finance for
Yoplait.
Mr. Bruce
reassumed his role
as Vice
President, Treasurer
from 2012 until
2014 when he
 was named
Vice
President, Finance
for Convenience
Stores &
Foodservice. He
was named
Vice
President, Controller
in 2017,
Vice
 President, Financial Operations in September 2019, and to his present position
in February 2020.
 Ricardo
Fernandez
,
 age
 52,
is
International.
Mr.
Fernandez
joined
Mills
in
2000
as
an
Associate
 Marketing Manager and held various marketing roles of increasing
responsibility until being named Vice
President, Marketing, Frozen
 Frontier
in
2012,
Vice
CPW
Marketing
in
2014,
Latin
in
2016,
and
Morning
Foods
in
 January 2020. He was named to his present position in December 2023.
 Paul J. Gallagher
,
 age
 57, is Chief
Supply Chain Officer.
Mr.
Gallagher joined General
Mills in April
2019 as Vice
President, North
 America Supply Chain from Diageo plc. He began
his career at Diageo where he spent 25 years serving in a variety
of leadership roles
 in manufacturing,
procurement, planning,
customer service,
and engineering
before becoming
President, North
America Supply
from
 2013 to March 2019. He was named to his present position in July 2021.

 Jeffrey
L. Harmening
, age
58, is
Chairman of
and Chief
Executive Officer.
Mr.
Harmening joined
in 1994
 and
served
in
marketing
roles
in
the
Betty
Crocker,
Yoplait,
and
Big
G
cereal
divisions.
He
was
named
Vice
 Marketing
for
CPW
in
2003
and
Vice
of
the
Big
G
cereal
division
in
2007.
In
2011,
he
was
promoted
to
Vice
for
the
Big
G
cereal
division.
Mr.
Harmening
was
appointed
Vice
Chief
Executive
of
CPW
in
 2012. Mr.
Harmening returned from CPW
in 2014 and was
named Executive Vice
President, Chief Operating Officer,
U.S. Retail. He
 became
Chief
in 2016.
He
was named
Chief
Executive
in
2017
and
Chairman
Board
in
 2018. Mr. Harmening
is a director of The Toro Company.
 Elizabeth A. Mascolo
, age 50, is
Segment President, North
America Pet.
Ms. Mascolo joined
General Mills in
2002 and held various
 marketing roles
in Cereals,
Meals, and
Snacks before
serving as
Global Marketing
Director for
CPW from
2014 through
2017.
Ms.
 Mascolo
was named
Unit Director
for
Cheerios &
Strategic
Revenue
in July
2017;
Vice
 Unit Director,
Pillsbury,
in April 2020;
and President, North
America Blue Buffalo,
in February 2023.
She was named
to her present
 position in March 2025.
 Dana M.
McNabb
,
 age 49,
 is Group
President, North
America Retail
and North
America Pet.
Ms. McNabb
joined General
Mills in
 1999 and
held a
variety of
marketing roles
in Cereal,
Snacks, Meals,
and New
Products before
becoming Vice
President, Marketing
 for
CPW
in
2011
and
Vice
Marketing
for
the
Circle
of
Champions
Unit
in
2015.
She
became
U.S.
 Cereal Operating
Unit in 2016,
Group President, Europe
& Australia in
January 2020, Chief
Strategy & Growth
Officer in July
2021,
 Group President, North America Retail in January 2024, and was named to
her present position in June 2025.
 Jaime
Montemayor
,
age
61,
is
Chief
Digital
and
Technology
Officer.
He
spent
years
at
PepsiCo,
Inc.,
serving
in
roles
of
 increasing
responsibility,
most
recently
as
Vice
and
Chief
Information
of
PepsiCo's
Americas
 Foods segment
from 2013
to 2015, and
Senior Vice
President and
Chief Information
Officer,
Digital Innovation,
Data and Analytics,
 PepsiCo from
2015 to
2016. Mr.
Montemayor served
as Chief
Technology
Officer of
7-Eleven Inc.
in 2017.
He assumed
his present
 role in February 2020 after founding and operating a digital technology
consulting company from 2017 until January 2020.
 Jon
J.
Nudi
,
age
55,
was
Group
North
Pet,
International,
and
North
from
January
2024
 through his
retirement in
June 2025.
Mr.
Nudi joined
in 1993
as a
Sales Representative
and held
a variety
of roles
in
 Consumer
Foods Sales.
In 2005,
he
moved
into marketing
roles
in
the Meals
division
and
was elected
Vice
in
2007.
Mr.
 Nudi
was
named
Vice
President;
Snacks,
in
2010,
Vice
President;
Europe/Australasia
in
2014,
 Vice President; President, U.S.
Retail in 2016
and Group President, North America Retail in 2017.
 Mark A. Pallot
,
 age 52,
is Vice
President, Chief
Accounting Officer.
Mr.
Pallot joined
General Mills in
2007 and
served as
 Director,
Reporting
until
2017,
when
he was
named
Vice
Assistant
Controller.
He
was elected
to
his
present
in
 February
2020.
Prior
to
joining
Mr.
Pallot
held
and
at
Residential
Capital,
 LLC, Metris, Inc., CIT Group Inc., and Ernst & Young,
LLP.
 Asheesh Saksena
, age 61,
is Chief Strategy
and Growth Officer.
Mr.
Saksena joined General
Mills in August
2024.
Prior to joining
Mr.
Saksena
served
as
Chief
Growth
at
Gap
Inc.
from
January
2021
to
March
2023.
He
served
as
 Advisor to
the Chief Executive
Officer of
Best Buy Co.,
Inc. from August
2020 to November
2020; President, Best
Buy Health, Best
 Buy Co., Inc.
from 2018 to
August 2020; Chief
Strategic Growth
Officer,
Best Buy Co.,
Inc. from
2016 to 2018;
and Executive Vice
 President, Chief Strategy Officer,
Cox Communications, a wholly owned subsidiary of Cox Enterprises,
Inc., from 2011 to 2016.
 Lanette Shaffer Werner
, age 54, is Chief Innovation, Technical
and Quality Officer.
Ms. Shaffer Werner
joined General Mills in 1995
 and held various R&D roles in Frozen Desserts, Pillsbury,
and Baking before serving as Director of One Global
Dairy and Sr. Director
 for One Global Cereal. In July 2021, Ms. Shaffer Werner
was named as Vice President, Innovation,
Technical and Quality,
U.S. Meals
 & Baking Solutions. She was named to her present position in June 2023.
 Pankaj Sharma
,
 age 52, is Segment
President, North America Foodservice.
Mr. Sharma
joined General Mills in
2014 and served as
a
 Marketing
Director until
2017, when
he was
named Vice
Marketing,
Europe &
Australia.
He was
promoted to
 U.S.
Yogurt
in
May
2018
and
U.S.
Meals
&
Baking
Solutions
in
July
2019.
He
was
named
to
his
present
in
 February 2024.
 Karen Wilson
Thissen
, age
58, is
General Counsel
and Secretary.
Ms. Wilson
Thissen joined
in June
2022.
Prior to
 joining
Mills, she
spent
17 years
at Ameriprise
Financial,
Inc.,
serving in
roles of
increasing
responsibility,
most
 recently as Executive Vice
President and General Counsel
from 2017 to June
2022, and Executive Vice
President and Deputy General
 Counsel from 2014
to 2017.
Before joining
Ameriprise Financial, Inc.,
she was a partner
at the law
firm of Faegre
Drinker (formerly
 Faegre & Benson LLP).

 Jacqueline
Williams-Roll
,
age
56,
is
Chief
Human
Resources
Officer.
In
this
capacity,
she
also
has
responsibility
for
Corporate
 Communications.
Ms.
Williams-Roll
joined
Mills
in
1995.
She
held
human
resources
leadership
roles
in
Supply
Chain,
 Finance, Marketing,
and Organization
Effectiveness and
worked a
large part
of her
career on
businesses outside
of the United
States.
 She
was
named
Vice
Human
Resources,
in
2010,
and
then
promoted
to
Vice
Human
 Resources
Operations
in
2013.
She
was
named
to
her
present
in
2014.
Prior
to
joining
she
held
sales
and
 management roles with Jenny Craig International.
 WEBSITE ACCESS
 Our
website
is
 We
make
available,
free
of
charge
in
the
"Investors"
portion
of
this
website,
on
Form
10-K,
quarterly
on
Form
10-Q,
on
Form
8-K,
and
amendments
to
those
filed
or
 furnished pursuant to Section 13(a)
or 15(d) of the Securities Exchange
Act of 1934 (1934 Act) as soon
as reasonably practicable after
 we
electronically
file
such
with,
or
furnish
it
to,
the
Securities
and
Exchange
Commission
(SEC).
All
such
filings
are
 available
SEC's
website
at
Reports
of beneficial
ownership filed
pursuant
to Section
16(a) of
the 1934
 Act are also available on our website.
 ITEM 1A - Risk Factors

 Our
is
to
risks
and
uncertainties.
Any
of
the
risks
described
below
could
materially,
our
 business, financial condition, and results of operations.
 Business and Industry Risks

 The
in
which
we
participate
are
very
competitive,
and
if
we
are
 not
able
to
compete
effectively,
our
of
 operations could be adversely
 affected.

 The
human
and
pet
food
in
which
we
participate
are
very
competitive.
Our principal
competitors
in
these
are
 manufacturers,
as
well
as
retailers
with
their
own
branded
and
private
label
Competitors
and
sell
their
brick-and-mortar
stores
and
e-commerce.
All
of
our
competitors
have
substantial
financial,
and
other
 resources.
In
most
categories,
we
compete
not
only
with
other
widely
advertised
branded
but
also
with
regional
and
with
generic
and
private
label
that
are generally
sold
at
lower prices.
Competition
in
our
is
innovation, product
quality,
brand recognition
and loyalty,
of marketing,
activity,
 convenient
ordering
and
delivery
to
the
consumer,
and
the
to
identify
and
satisfy
preferences.
If
our
large
 competitors
were
to
seek
an
advantage
pricing
or
changes,
we
could
choose
to
do
the
same,
which
could
 adversely affect
our margins
and profitability.
If we
did not
do the
same, our
revenues and
market share
could be
adversely affected.
 Our market share
and revenue growth
could also be
adversely impacted if
we are not
successful in introducing
innovative products
in
 response
to
changing
demands
or by
new product
introductions
competitors.
If
we
are unable
to build
and
sustain
 brand
by
offering
recognizably
superior
quality,
we
may
be
unable
to
maintain
premium
pricing
over
generic
and
 private label products.

 We may be unable to maintain our profit
margins in the face of a consolidating retail environment.

 There has
been significant
consolidation in
the grocery industry,
resulting in
customers with increased
purchasing power.
 large
retail
may
seek
to
use
their
to
improve
their
improved
efficiency,
lower
pricing,
reliance
on
their
own
brand
name
emphasis
on
generic
and
other
economy
brands,
and
programs.
If we
are
unable
to use
our
scale, marketing
expertise,
innovation,
knowledge
of consumers'
needs,
 and category
leadership positions
to respond
to these
demands, our
profitability and
volume growth
could be
negatively impacted.
In
 addition, the loss
of any large
customer could
adversely affect our
sales and profits.
In fiscal 2025,
Walmart
accounted for 22
consolidated net
sales and
31 percent
of net
sales of
our North
America Retail
segment.
For more
information on
 customers, please see Note 8 to the Consolidated Financial Statements in Item 8 of this
report.

 Price
for
the
commodities
we
depend
on
for
raw
packaging,
 and
energy
may
our
 profitability.

 The
raw
materials
that
we
use
are
commodities
that
price
caused
by
external
conditions
such
as
 weather,
change,
scarcity,
limited
sources
of
supply,
trade
 tariffs
(including
recent
tariffs
imposed
or
threatened
to
be
imposed
by
the
on
China,
Mexico,
and
other
 countries and any retaliatory
actions taken by such
countries), pandemics, war
(including sanctions imposed
on Russia for its
invasion
 of Ukraine),
and changes in
governmental agricultural
and energy
policies and regulations.
Commodity prices
have become, and
may
to be,
more volatile.
Commodity price
changes may
result in
unexpected increases
in raw
material, packaging,
energy,
and
 transportation costs. If we
are unable to increase
productivity to offset
these increased costs or
increase our prices, we
may experience

 reduced margins
and profitability.
We
fully hedge
against changes
in commodity
prices, and
the risk
management procedures
 that we do use may not always work as we intend.

 Concerns with the safety and quality of our products could cause consumers
to
 avoid certain products or ingredients.

 We
could
be
affected
if
in
our
markets
lose
confidence
in
the
safety
and
quality
of
of
our
or
ingredients.
Adverse
publicity
about
these
types
of
concerns,
or
not
valid,
may
discourage
from
 buying our products or cause production and delivery disruptions.
 We
may be
unable to
anticipate changes
in consumer
preferences and
trends,
 which may
result in
decreased demand

 Our
success
depends
in
part
on
our
to
anticipate
the
tastes,
eating
habits
(including
the
of
weight
loss
drugs),
and
 purchasing
behaviors
of
and
to
offer
that
appeal
to
their
preferences
in
channels
where
they
shop.
Consumer
 preferences
and category-level
consumption
may change
from time
to time
and can
be affected
by a
number of
different
trends and
 other factors. If we fail
to anticipate, identify or react to
these changes and trends, such as
adapting to emerging
e-commerce channels,
 or to
introduce new
and improved
products on
a timely
basis, we
may experience
reduced demand
products, which
would in
 turn
cause
our
revenues
and
to
suffer.
Similarly,
for
our
could
be
affected
by
concerns
the
of
ingredients
such
as
sodium,
genetically
modified
organisms,
sugar
and
sugar
alternatives,
color
 additives,
preservatives,
processed
wheat
and
other
ingredients,
grain-free
or
legume-rich
pet
food,
or
other
ingredients
or
 attributes.

 We may be unable to grow
our market share or add products that are
in faster
 growing and more profitable categories.

 The
food
industry's
is
constrained
by
population
growth.
Our
success
depends
in
part
on
our
to
grow
our
 business faster than
populations are growing
in the markets
that we serve.
One way to
achieve that growth
is to enhance
our portfolio
 by adding innovative
new products in faster
growing and more
profitable categories. Our future
results will also depend
on our ability
 to
share
in
our
existing
categories.
If
we
do
not
succeed
in
developing
innovative
for
new
and
 existing categories, our growth and profitability could be adversely
affected.
 Our results may be negatively impacted if consumers do not maintain
their favorable perception of our brands.

 Maintaining and continually
enhancing the value
of our many
iconic brands is critical
to the success of
our business. The value
is
based
in
large
part
on
the
degree
to
which
react
and
respond
positively
to
these
brands.
Brand
value
could
 diminish
significantly
due
to
a
number
of
factors,
perception
that
we
have
acted
in
an
irresponsible
manner,
 adverse publicity
about our
products, our
failure to
maintain the
quality of
our products,
concerns or
perceptions about
the nutrition
 profile and
health effects
of ingredients
or substances
(including the
processing thereof)
products or
packaging, the
failure of
 our products to
deliver consistently positive
consumer experiences, concerns
about food safety,
or our products
becoming unavailable
 to consumers. Consumer demand for our products
may also be impacted by changes in the level
of advertising or promotional support.
 The
use
of
social
and
digital
media
by
consumers,
us,
and
third
parties
increases
the
speed
and
extent
that
or
 misinformation
and
opinions
can
be
shared.
Negative
posts
or
comments
about
us,
our
brands,
or
our
on
social
or
digital
 media could
seriously damage
our brands
and reputation.
If we
maintain the
favorable perception
brands, our
 results could be negatively impacted.
 Operating Risks
 If
we
are
not
efficient
in
our
production,
our
could
suffer
as
a
 result
of
the
environment
in
 which we operate.

 Our future success and
earnings growth depend in
part on our ability to
be efficient in the
production and manufacture of
our products
 in
markets.
Gaining
efficiencies
may
become
more
difficult
over
time.
Our
failure
to
reduce
costs
productivity
gains
or
by
eliminating
redundant
costs
from
acquisitions
or
divestitures
could
our
and
weaken
our
position.
Many
productivity
initiatives
involve
complex
reorganization
of
 facilities
and
lines.
Such
realignment
may
result
in
the
interruption
of
production,
which
may
negatively
 impact product
volume and
margins. We
periodically engage
in restructuring,
transformation, and
cost savings
initiatives designed
to
 increase our
efficiency and
reduce expenses. If
we are unable
to execute
those initiatives as
planned, we
may not realize
all or any
of
 the anticipated benefits, which could adversely affect our business and
results of operations.

 Disruption of our supply chain could adversely affect our business.

 Our
to
make,
move,
and
sell
is
critical
to
our
success.
Damage
or
disruption
to
raw
supplies
or
our
or
capabilities
due
to
weather,
change,
disaster,
fire,
terrorism,
cyber-attack,
pandemics,
 war,
governmental
restrictions
or
mandates,
labor
shortages,
strikes,
import/export
restrictions,
or
other
could
impair
our
 ability to
manufacture or
sell our
products. Many
product lines
are manufactured
at a
single location
or sourced
from a
single
 supplier.
The
failure
of
third
parties
on
which
we
rely,
those
third
parties
who
our
ingredients,
packaging,
 equipment
and
other
necessary
contract
manufacturers,
commercial
transport,
distributors,
contractors,
and
 external business partners, to meet
their obligations to us, or significant
disruptions in their ability to do
so, may negatively impact our
 operations. Our
suppliers' policies
and practices
can damage
our reputation
and the quality
and safety
products. Disputes
with
 significant suppliers,
including disputes regarding
pricing or performance,
could adversely affect
our ability to
supply products to
our
 customers and
could materially
and adversely
affect our
sales, financial
condition, and
results of
operations. Failure
to take
adequate
 steps
to
mitigate
the
likelihood
or
of
such
events,
or
to
effectively
such
events
if
they
occur,
particularly
 when a
product is
sourced from
a single
location or
supplier,
could adversely
affect our
business and
results of
operations, as
well as
 require additional resources to restore our supply chain.

 Short term or
sustained increases in
consumer demand at
our retail customers
may exceed our
production capacity or
otherwise strain
 our supply chain. Our failure to meet the demand for our products could
adversely affect our business and results of operations.

 Our international operations are subject to political and economic
risks.

2025, 19
percent of
our consolidated
were generated
outside of
the United
States. We
are accordingly
subject to
a
 number of risks relating to doing business internationally,
any of which could significantly harm our business. These risks include:

 political and economic instability;

 exchange controls and currency exchange rates;

 tariffs on products and
ingredients that we import and export
(including recent tariffs imposed
or threatened to be imposed by
 the United States on China, Canada, Mexico, and other countries and any retaliatory
actions taken by such countries);

 political sentiment impacting
global trade, including
the willingness of consumers
outside the United States
to purchase from
 United States corporations or to purchase products manufactured outside the country
of sale;

 nationalization or government control of operations;

 compliance with anti-corruption regulations;

 foreign tax treaties and policies; and

 restriction on the transfer of funds to and from foreign countries, including
potentially negative tax consequences.

 Our financial performance
on a U.S. dollar
denominated basis is subject
to fluctuations in currency
exchange rates. These fluctuations
 could cause material
variations in our results
of operations. Our principal
exposures are to the
Australian dollar,
Brazilian real, British
 pound sterling,
Canadian dollar,
Chinese renminbi,
euro, Japanese
yen, Mexican
peso, and
Swiss franc.
From time
to time,
we enter
 into
that
are
intended
to
reduce
the
of
our
to
but
these
may
not
be
 effective in significantly reducing our exposure.

 A
strengthening
in
the
U.S.
dollar
relative
to
other
currencies
in
the
in
which
we
operate
would
negatively
our
 reported results of operations and financial results due to currency translation losses and
currency transaction losses.
 Our business operations could be disrupted if our information technology
systems fail to perform adequately or are breached.

 Information
technology
serves
an
important
role
in
the
efficient
and
operation
of
our
business.
We
rely
on
 technology networks
and systems, including
the internet, to
process, transmit,
and store electronic
manage a variety
of
 business processes and
to comply with
regulatory,
legal, and tax requirements.
Our information technology
systems and infrastructure
 are
critical
to
effectively
our
key
processes
digital
order
entry
and
fulfillment,
chain
 management,
finance,
administration,
and
other
processes.
These
technologies
enable
and
external
communication
 among
our
locations, employees,
suppliers,
customers,
and others
and
include the
receipt and
storage of
personal information
about
 our employees,
consumers, and
proprietary business
information. Our
information technology
systems, some
of which
are dependent
 on services
by third
parties, may
be vulnerable
to damage,
interruption,
or shutdown
due to
any number
of causes
such as
 catastrophic events,
natural disasters, fires,
power outages, systems
failures, telecommunications
failures, security breaches,
computer
 viruses, hackers, employee error
or malfeasance, and other
causes. Increased cyber-security threats
pose a potential risk to
the security
 and
viability
of
our
technology
systems,
as
well
as
the
confidentiality,
integrity,
and
availability
of
the
data
stored
on
 those systems. The
failure of our
information technology
systems to perform
as we anticipate
could disrupt
our business and
result in
errors,
processing
inefficiencies,
data
loss,
legal
claims
or
proceedings,
regulatory
penalties,
and
the
loss
of
sales
and
 customers. Any
interruption of
our information
technology systems
could have
operational, reputational,
legal, and
financial impacts
 that may have a material adverse effect on our business.

 Our failure to successfully integrate acquisitions into our
existing operations could adversely affect our financial results.

 From
time
to
time,
we
evaluate
acquisitions
or
joint
ventures
that
would
further
our
strategic
objectives.
Our
success
 depends, in part,
upon our ability
to integrate acquired
and existing operations.
If we are
unable to successfully
integrate acquisitions,
 our financial
results could
suffer.
Additional potential
risks associated
with acquisitions
additional debt
leverage, the
loss of
 key
and
of
the
acquired
business,
the
assumption
of
unknown
the
inherent
risk
with
 entering a geographic area or line of business in which we have
no or limited prior experience, failure to achieve anticipated
synergies,
 and the impairment of goodwill or other acquisition-related intangible assets.
 Legal and Regulatory Risks
 If
our
become
adulterated,
misbranded,
or
mislabeled,
we
might
 need
to
recall
those
items
and
may
 product liability claims if
 consumers or their pets are injured.

 We may need
to recall some of our products if they become adulterated,
misbranded, or mislabeled. A widespread product recall could
 result in
significant losses
due to
the costs
of a
recall, the
destruction of
product inventory,
and lost
sales due
unavailability of
 product for a period of time.
We could
also suffer losses from a
significant product liability judgment
against us. A significant product
 recall or
product liability
case could
also result
in adverse
publicity,
damage to
our reputation,
and a
loss of
consumer confidence
in
 our products, which could have an adverse effect on our business results and the
value of our brands.
 New regulations or regulatory-based claims could adversely
affect our business.

 Our facilities and
products are subject
to many laws and
regulations administered by
the United States Department
of Agriculture, the
 Federal Food and Drug
Administration, the Occupational
Safety and Health Administration,
and other federal, state, local,
and foreign
 governmental agencies
relating to
the production,
packaging, labelling,
storage, distribution,
quality,
and safety
of food
products and
 the
and
safety
of
our
employees.
Our
failure
to
comply
with
such
laws
and
regulations
could
us
to
lawsuits,
 administrative
penalties,
and civil
remedies,
including fines,
injunctions,
and recalls
We
advertise our
products and
 could be
the target
of claims
relating to
alleged false
or deceptive
advertising
under federal,
state, and
foreign laws
and regulations.
 We
may
also
be
to
new
laws
or
regulations
restricting
the
marketing
or
sale
of
our
of
ingredients
or
 substances (including
the processing
thereof)
products or
product packaging.
These limitations
may
require that
we highlight
 perceived concerns
about a
product or
product packaging,
warn consumers
to avoid
consumption of
certain ingredients
or substances
 present in our products,
restrict the audience
to whom products are
marketed or sold, limit
the locations in which
our products may be
 available, or discontinue
the use of
certain ingredients or
packaging. Changes
in laws or
regulations that impose
additional regulatory
on us
could
increase our
doing business,
restrict our
actions,
and reduce
consumption
products, causing
 our results of operations to be adversely affected.

 We
are
to
federal,
state,
local,
and
environmental
laws
and
regulations.
Our
failure
to
comply
with
 environmental laws and regulations could subject us
to lawsuits, administrative penalties, and civil remedies.
We are currently
party to
 a variety of
environmental remediation obligations.
Due to regulatory
complexities, uncertainties inherent
in litigation, and
the risk of
 unidentified contaminants
on current and
former properties of
ours, the potential
exists for remediation,
liability,
indemnification, and
 compliance
costs
to
differ
from
our
estimates.
We
cannot
guarantee
that
our
costs
in
relation
to
these
matters,
or
compliance
with
 environmental
laws
in
general,
will
not
exceed
our
or
otherwise
have
an
adverse
on
our
and
 results of operations.
 Climate change and other sustainability matters could adversely affect
our business.
 There is
growing concern
that carbon
dioxide and
other greenhouse
gases in
the earth's
atmosphere may
have an
adverse impact
on
 global temperatures, weather patterns, and the frequency
and severity of extreme weather and natural disasters.
If such climate change
 has a negative effect on agricultural productivity,
we may experience decreased availability and higher pricing for certain commodities
 that are necessary
products. Increased
frequency or
severity of
extreme weather
could also impair
our production
capabilities,
 disrupt our
supply chain,
impact demand
products, and
increase our
insurance and
other operating
costs.
Increasing concern
 over
or
other
sustainability
issues
also
may
for
our
due
to
in
 preferences or
negative consumer
reaction to
our commitments
and actions
to address
these issues.
We
may also
become subject
to
legal
and
regulatory
relating
to
or
other
sustainability
issues,
greenhouse
gas
 emission
regulations
carbon
taxes),
energy
policies,
sustainability
initiatives
single-use
plastic
limits),
and
 obligations.
If additional legal
and regulatory
requirements are
enacted and
are more aggressive
than the sustainability
measures that
 we are currently
undertaking to reduce
our emissions and
improve our energy
efficiency and
other sustainability goals,
or if we
chose
 to take actions to achieve more aggressive goals, we may experience significant
increases in our costs of operations.

 We
have announced goals
and commitments to
reduce our carbon footprint.
If we fail to
achieve or improperly
report on our progress
 toward
achieving
our
carbon
emissions
reduction
goals
and
commitments,
then
the
negative
publicity
could
harm
our
 reputation and adversely affect demand for our products.
 Financial and Economic Risks
 Volatility
in
the
value
of
derivatives
we
use
to
exposures
to
in
may
cause
 volatility in our gross margins and net earnings.

 We
utilize derivatives
to manage
price risk
for some
principal ingredient
and energy
costs, including
grains (oats,
wheat, and
 corn), oils (principally soybean),
dairy products, natural gas, and diesel
fuel. Changes in the values
of these derivatives are recorded
in
 earnings, which
may result
in volatility
in both
gross margin
and net
earnings. These
gains and
losses are
reported in
sales in
 our Consolidated
Statements of Earnings
and in unallocated
corporate items outside
our segment operating
results until we
utilize the
 underlying input in our manufacturing
process, at which time the gains
and losses are reclassified to segment
operating profit. We
also
 record our grain inventories at net realizable value. We
may experience volatile earnings as a result of these accounting treatments.
 Economic downturns could limit consumer demand for our products.

 The
willingness
of
to
purchase
our
depends
in
part
on
local
In
periods
of
 uncertainty,
may
purchase
more
generic,
private
label,
and
other
economy
and
may
forego
purchases
 altogether.
In those circumstances,
we could experience
a reduction in sales
of higher margin
products or a shift
in our product mix
to
 lower margin
offerings.
as a
result of
economic conditions
or competitive
actions, we
may be
unable to
raise our
 sufficiently to
protect margins.
Consumers may
also reduce the
amount of food
that they consume
away from home
at customers that
 purchase products
from our
Foodservice segment.
Any of
these events
could have
an adverse
effect on
our results
of
 operations.

 We
have
a
substantial
of
indebtedness,
which
could
limit
financing
and
other
and
in
some
cases
 affect our ability to pay dividends.

 As
of
May
25,
2025,
we
had
total
debt
and
noncontrolling
interests
of
$14.9
billion.
The
under
which
we
have
 indebtedness
prevent us
from
incurring
additional unsecured
indebtedness
future.
Our level
of indebtedness
may
limit
 our:

 ability to
obtain additional
financing for
working capital,
capital expenditures,
or general
corporate purposes,
particularly if
 the ratings assigned to our debt securities by rating organizations
were revised downward; and

 flexibility to
adjust to
changing business
and market
conditions and
may make
us more
vulnerable to
a downturn
in general
 economic conditions.

 There are
various financial
covenants and
other restrictions
debt instruments
and noncontrolling
interests. If
we fail to
comply
 with any of
these requirements, the
related indebtedness,
and other unrelated
indebtedness, could
become due and
payable prior
to its
 stated maturity and our ability to obtain additional or alternative financing
may also be adversely affected.

 Our ability
to make
scheduled payments
on or
to refinance
our debt
obligations will
depend on
our operating
and financial
 performance,
which
in
turn
is
to
prevailing
conditions
and
to
financial,
business,
and
other
beyond
our
 control.
 We
depend
on stable,
liquid
and
well-functioning
capital and
credit markets
to fund
our operations.
Our financial
performance,
our
 credit ratings,
interest rates,
the stability
of financial
institutions with
which we
partner, and
the liquidity
overall global
 markets could affect our access to, and the availability,
terms and conditions, and cost of capital.

 Volatility
securities markets,
factors could
substantially
our defined
 other postretirement benefit, and postemployment
benefit costs.

 We
sponsor
a number
of defined
benefit plans
for employees
States, Canada,
and various
locations, including
retiree
and
welfare,
severance,
and
other
plans.
Our
major
 plans are
funded with
trust assets
invested in
a globally
diversified portfolio
of securities
investments. Changes
in interest
 rates, mortality
rates, health
care costs,
early
retirement rates,
returns, and
the market
plan
assets can
the
 funded status
defined benefit
plans and
cause volatility
net periodic
benefit cost
and future
funding requirements
 plans.
A
in
our
or
funding
could
have
a
negative
on
our
of
 operations and cash flows from operations.

 A
in
the
the
of
our
or
a
different
cost
of
used
to
value
our
units
or
our
could
negatively
our
 results of operations and net worth.

 As of May
25, 2025,
we had $22.4
billion of
goodwill and
indefinite-lived intangible
assets. Goodwill for
each of
our reporting
units
 is tested
for impairment
annually and
whenever events
or changes
in circumstances
indicate that
impairment may
have occurred.
We
 compare
the
value
of
the
unit,
goodwill,
to
the
fair
value
of
the
unit.
If
the
fair
value
of
the
 reporting unit
is less than
unit, including
goodwill, impairment
has occurred.
Our estimates
of fair
 value are determined
based on a
discounted cash
flow 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.
If
expectations
for
rates
for
sales
and
profits
are
not
met,
or
other
and
macroeconomic
 conditions were to change,
then our reporting units could
become significantly impaired. While
we currently believe that
our goodwill
 is not impaired, different assumptions regarding
the future performance of our businesses could result in significant impairment
losses.

 We
evaluate
the
lives
of
our
with
the
 Blue
Buffalo
,
 Pillsbury
,
 Totino's
,
,
 Old El Paso
,

Tiki Pets
,
 Annie's
,
,

Edgard &
Cooper
,
 and

brands, to
determine if
 they
are finite
or indefinite-lived.
Reaching a
determination on
life requires
significant judgments
and assumptions
 the
of
obsolescence,
demand,
competition,
other
(such
as
the
stability
of
the
industry,
known
 technological
advances,
legislative
action
that
in
an
uncertain
or
changing
regulatory
environment,
and
in
 distribution channels), the level of required maintenance expenditures,
and the expected lives of other related groups of assets.

 Our
are
also
for
annually
and
events
or
in
 indicate
that impairment
may have
occurred.
Our estimate
brands is
a discounted
model
 using inputs
including projected
revenues from
our long-range
plan, assumed
royalty rates which
could be
payable if we
did not
own
 the brands, and
a discount rate.
If current expectations
for growth
rates for sales
and margins
are not met,
or other market
factors and
 macroeconomic
conditions
were
to
change,
then
our
could
become
significantly
impaired.
 Our
,

,

Uncle Toby's
,

True
Chews
, and
 Kitano

brands had
risk of
decreasing
coverage
and we
to monitor
 these businesses.

 For further information
on goodwill and intangible
assets, please refer to
Note 6 to the Consolidated
Financial Statements in
Item 8 of
 this report.
 ITEM 1B - Unresolved Staff Comments

 None.

 ITEM 1C - Cybersecurity

 Cybersecurity Risk Management and Strategy

 Our
enterprise
risk
framework
considers
risk
alongside
other
company
risks,
as
 part of

our
overall
risk
process.

We
leverage
an
industry-leading
framework,
the
National
Institute
of Standards
and
Technology
Cybersecurity
 Framework, and assess our maturity against that framework in partnership
with an independent firm on an annual basis.

 We
assess
and
our
risk
using
mechanisms,
starting
with
threat
intelligence,
which
us
a
 necessary viewpoint to help
us identify trends, understand
how certain attacks may affect
us, and prepare for
evolutions in threat actor
 behavior
that
may
require
to
our
security
posture.
To
drive
readiness,
we
perform
periodic
adversarial
testing
of
our
posture through
penetration
testing, using
both internal
resources
and
external expertise,
as well
as table-top
and
"red
 team" exercises to understand where processes or controls may be insufficient
based on adversarial techniques.
 Our

audit team performs
regular assessments
program and
selected components.
We
also
 leverage

retrospectives from
 previous
incidents
to
understand
weaknesses
and
to
improve
our
security
controls.
We
assess
our
critical
suppliers
 regularly for cybersecurity risk
and prescribe remediation
activities when necessary.
As a part of
a collaborative defense approach,
we
 regularly participate in multiple cybersecurity forums to share threat
intelligence, best practices, and points of caution.
 We
train
our
security
training,
phishing
simulations,
and
regular
communications
about
timely
topics
and
threats.
We
have
a
documented
and
well-tested
incident
response
plan
that
guides
us
in
 responding,
containing,
and
eradicating
threats
that
have
breached
our
preventative
controls.
We
regularly
practice
 technical recovery,
and we maintain cybersecurity insurance.

 Cybersecurity Governance
 Our
program
is
 led by

our
Chief
Digital
and
Technology
(CDTO)
and
Vice
of
Cyber
Security
&
 Enterprise
Architecture.

 Our Vice
of Cyber
Security &
Enterprise Architecture,
who
reports to
our CDTO,
has a
master's
 degree
in
assurance,
and
more
than
years
of
in
this
field,
more
than
years
with
 General Mills. He has strategic and operational responsibility
for all aspects of the Company's
cybersecurity program, from how cyber
 risks are identified, to how General Mills detects, responds, contains, and recovers
from cybersecurity threats.

 The
Audit
of
our
Board
of
oversight
for
our
program.

 The
Audit
receives
 regular
updates
from
on
the
of
our
program,
reviews
plans
on
how
will
 continually
mature
the
program,
and
receives
updates
on
special
topics
that
help
the
committee
oversight
of
the
 program.

 Our

 Security &
Resilience Governance
Committee provides
oversight and
governance

cybersecurity risk
 quarterly
meetings,
monthly
dashboard
on
management-aligned
program
targets,
and
as-needed
updates
on
incidents.

This
 committee

is
composed
of
our
Chief
Officer,
Counsel,
Chief
Human
Resources
 Officer, Chief Supply Chain Officer,
and CDTO.

 Like
most
companies,
our
systems are
continually
subjected
to
threats.
 Although
we
have
 not

experienced
a
 cybersecurity breach,
we cannot guarantee
that we will
not experience
a cyber threat
or incident in
the future.

Additional information
 on cybersecurity
risks we
face is included
in Item 1A
of this report,
which should
be read
in conjunction
information in
this
 Item 1C.

 ITEM 2 - Properties

 We
 own
our
offices
and
main research
facilities,
which
are
located
Minneapolis,
Minnesota
metropolitan
 area.
 We
 operate numerous
manufacturing facilities
and maintain many
sales and administrative
offices, warehouses,
and distribution
 centers around the world.

 As of May 25,
2025, we operated
42 facilities for
the production of
a wide variety
of food products.
Of these facilities,
28 are located
 in the United States, 3 in Latin America and Mexico, 5 in Europe/Australia,
4 in the Greater China region, 1 leased in Canada, and 1 in
 the
Asia/Middle
East/Africa
Region.
The
is
a
list
of
the
locations
of
our
facilities,
which
 support the segment noted:
 • Covington, Georgia
 • Reed City, Michigan
 • Cincinnati, Ohio
 • Belvidere, Illinois
 • Fridley, Minnesota
 • Wellston, Ohio
 • Geneva, Illinois
 • Hannibal, Missouri
 • Murfreesboro, Tennessee
 • Cedar Rapids, Iowa
 • Albuquerque, New Mexico
 • Milwaukee, Wisconsin
 • Irapuato, Mexico
 • Buffalo, New York
 • Rooty Hill, Australia
 • Sanhe, China
 • Nashik, India
 • Campo Novo do Pareceis, Brazil
 • Shanghai, China
 • San Adrian, Spain
 • Pouso Alegre, Brazil
 • Arras, France
 • Guangzhou, China
 • Labatut, France
 • Nanjing, China
 • Inofita, Greece
 North America Pet
 • Richmond, Indiana
 • Joplin, Missouri
 North America Foodservice
 • Chanhassen, Minnesota
 • Joplin, Missouri
 • St. Charles, Missouri
 • Green Bay, Wisconsin
 We
 operate
numerous
grain
elevators
in
the
in
support
of
our
domestic
activities.
 We
 also
utilize
17 million
square
feet
of
warehouse
and
space,
nearly
all of
which
is leased,
that
supports
our
 North
and
North
Pet
segments.
 We
 own
and
lease
a
number
of
dedicated
sales
and
administrative
offices
 around
the world,
totaling
2 million
square feet.
 We
 have
warehouse,
distribution,
and
office
space
 plant locations.
 As part
business in
our International
we operate
332 (all
leased) and
franchise
387 branded
ice cream
 parlors in various countries around the world, all outside of the United States and Canada.
 ITEM 3 - Legal Proceedings

 We are the
subject of various pending or threatened legal
actions in the ordinary course of our business. All such
matters are subject to
 many uncertainties and
outcomes that are not
predictable with assurance.
In our opinion,
there were no
claims or litigation pending
as
 of
May
25,
2025,
that
were
reasonably
likely
to
have
a
adverse
on
our
or
of
 operations. See
the information
contained under
the section entitled
"Environmental Matters"
in Item 1
of this report
for a discussion
 of environmental matters in which we are involved.
 ITEM 4 - Mine Safety Disclosures

 None.
 PART
II
 ITEM 5 - Market for Registrant's Common
Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
 Our common
stock is
listed on
the New
York
Stock Exchange
symbol "GIS."
On June 9,
2025, there
were approximately
 21,600 record holders of our common stock.

 The
table
sets
forth
with
respect
to
of
our
stock
that
we
purchased
the
 ended May 25, 2025:

 Period
 Total
Number

 of Shares

 Purchased (a)
 Average Price
 Paid Per Share
 Total
Number of Shares

 Purchased as Part of a

 Publicly Announced

 Program (b)
 Maximum Number of

 Shares that may yet

 be Purchased Under
 the Plans or Program (b)
 February 24, 2025 -

 March 30, 2025
 800,197
 $
 59.42
 800,197
 41,334,964
 March 31, 2025 -

 April 27, 2025
 3,266,822
 58.49
 3,266,822
 38,068,142
 April 28, 2025 -

 1,149,979
 56.79
 1,149,979
 36,918,163
 Total
 5,216,998
 $
 58.26
 5,216,998
 36,918,163
 (a)
The total
number of
shares purchased
includes shares
of common
stock withheld
payment of
withholding taxes
upon the
 distribution of deferred option units.
 (b)
On
June
27, 2022,
our
Board of
approved
a new
authorization
for
the repurchase
of
up to
100,000,000
shares of
our
stock
and
terminated
the
prior
authorization.
Purchases
can
be
made
in
the
open
or
in
privately
negotiated
 transactions,
the
use
of
call
and
other
instruments,
Rule
10b5-1
trading
plans,
and
 repurchase programs. The Board did not specify an expiration date for the
authorization.

 ITEM 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations

 EXECUTIVE OVERVIEW
 We
 are
a
global packaged
foods company.
 We
 develop
distinctive
value-added
food
and
them under
unique
brand
 names.
 We
 work
continuously
to
improve
our
core
and
to
create
new
that
meet
consumers'
evolving
needs
and
 preferences.
In
addition,
we
build
the
of
our
over
time
with
strong
consumer-directed
innovative
new
and
merchandising.
 We
our
brand-building
approach
is
the
key
to
winning
and
sustaining
leading
share
 positions in markets around the globe.
 Our fundamental
financial goal is
to generate competitively
differentiated returns
for our shareholders
over the long
term.
 We
 achieving
that
goal
us
to
generate
a
consistent
balance
of
net
sales
growth,
expansion,
cash
conversion,
and
cash
 return to shareholders over time.
 Our long-term growth objectives are to deliver the following performance
on average over time:

 2 to 3 percent annual growth in organic net sales;

 mid-single-digit annual growth in adjusted operating profit;

 mid- to high-single-digit annual growth in adjusted diluted earnings per share
(EPS);

 free cash flow conversion of at least 95 percent of adjusted net earnings
after tax; and

 cash return to shareholders of 80 to 90 percent of free cash flow,
including an attractive dividend yield.
 Guided by our
purpose to make
food the world
loves, we are
executing our Accelerate
strategy to drive
sustainable, profitable growth
 and
top-tier
shareholder
returns
over
the
long
term.
The
strategy
focuses
on
four
pillars
to
create
advantages
and
win:
 boldly
building
brands,
relentlessly
innovating,
unleashing
our
scale,
and
standing
for
good.
 We
 are
prioritizing
our
core
markets,
 global
platforms,
and
local
gem
that
have
the
best
prospects
for
profitable
growth,
and
we
are
committed
to
reshaping
our
 portfolio with strategic acquisitions and divestitures to further enhance
our growth profile.
 Our
net
sales
for
2025
declined
to
$19.5
billion.
On
an
organic
net
sales
 compared to year-ago levels. Operating
profit of $3.3 billion decreased
4 percent. Adjusted operating profit
of $3.4 billion decreased 7
 percent on a
constant-currency basis.
Diluted EPS declined
5 percent to
$4.10. Adjusted diluted
EPS of $4.21
decreased 7 percent
on
 a
constant-currency
basis
(See
the
"Non-GAAP
Measures"
below
for
a
description
of
our
use
of
not
by
 generally accepted accounting principles (GAAP)).
 Net cash
by operations
totaled $2,918
million in
representing a
conversion rate
of 126
percent of
net earnings,
earnings attributable
to noncontrolling
interests. This
cash generation
supported capital
totaling $625
 and
our
free
cash
flow was
$2,293
at
a
rate
of 97
percent of
net
 attributable
to
noncontrolling
interests.
 We
 returned
cash
to
shareholders
dividends
totaling
$1,339
and
share
 repurchases
totaling
$1,203
(See
the
"Non-GAAP
Measures"
below
for
a
description
of
our
use
of
not
 defined by GAAP).
 In
2025,
the
environment
was
characterized
by
and
uncertainty,
in
value-seeking
 behaviors by
consumers that
were deeper
and more
prolonged than
we expected.
As a
result, we
made important
changes to
adapt to
 the evolving
environment and
put our
business on
a path
back to
growth.
 We
 increased investment
to bring
consumers greater
value,
 which strengthened our
pound volume performance
as we exited the
year.
While the level of
incremental investment
resulted in fiscal
 2025
below
our
targeted
ranges,
we
the
improved
pound
volume
and
household
penetration
trends
will
 translate into stronger top- and bottom-line performance over the long
term.

 We
 delivered mixed performance against the three priorities we established
at the beginning of the year:

 We
 did not achieve our objective
of accelerating organic net sales
growth, with full-year organic
net sales declining 2 percent
 driven primarily
by unfavorable
organic net
price realization
and mix
resulting from
our increased
investments in
 value (see the 'Non-GAAP Measures" section below for our use of
this measure not defined by GAAP).

 We
 successfully
created
fuel
for
our
investments,
generating
industry-leading
Holistic
Margin
 (HMM) cost savings by increasingly applying digital and technology capabilities throughout
our supply chain.

 We
 successfully drove
strong cash
generation, with
free cash
flow conversion
finishing at
97 percent,
which was
above our
 full-year
target
of
percent.
This
enabled
us
to
fund
investment,
raise
our
dividend,
and
our
share
 repurchase activity.
 We
 also continued
to reshape our
portfolio, including
acquisitions and divestitures
that further
improved

 our portfolio's
ability to generate profitable growth
over the long term (see the
"Non-GAAP Measures" section below
 use of this measure not defined by GAAP).

 A
detailed
review
of
our
2025
to
2024
appears
below
in
the
titled
"Fiscal
2025
 Consolidated Results of Operations." A detailed review
of our fiscal 2024 performance compared to our fiscal
2023 performance is set
 forth
in Part
II, Item
7 of
our Form
10-K for
year
ended
caption
"Management's
Discussion and
 Analysis of
Financial Condition
and Results
of Operations
– Fiscal
2024 Consolidated
Results of
Operations," which
is incorporated
 herein by reference.
 In fiscal 2026, we
plan to continue advancing
our Accelerate strategy.
Our key priorities are to
return North America Retail
to volume
 growth,
Accelerate
North
Pet
with
an
expanded
portfolio,
and
drive
efficiencies
to
reinvest
in
growth.
 We
 category
to
be
below
our
projections,
reflecting
less
from
net price
and
mix
amid
a
continued
 challenging
backdrop.
To
strengthen
our
and
share
performance,
we
plan
to
in
value,
news,
innovation,
and
brand
building,
guided
by
our
remarkable
framework.
This
includes
a
strategic investment
to launch
Blue Buffalo
into the
fast-growing
U.S. fresh
pet food
sub-category
in calendar
2025.
 We
the
combination
of
these
investments,
input
cost
inflation,
and
a
reset
of
incentive
will
outpace
 HMM cost savings of 5 percent of cost of
goods sold, savings from our global transformation
initiative, and benefits from a 53rd week
 in fiscal 2026.
In addition, we
expect the net
impact of the
divestiture of
our North American
yogurt businesses and
the Whitebridge
 Pet Brands acquisition will reduce adjusted operating profit growth
by approximately 5 points in fiscal 2026.
 Based on these assumptions, our key full-year fiscal 2026 targets
are summarized below:

 Organic net sales are expected to range between down 1 percent and
up 1 percent.

 Adjusted operating profit
is expected to
be down 10
to 15 percent in
constant currency from
the base of
$3.4 billion reported
 in fiscal 2025.

 Adjusted diluted
EPS is
to be
down 10
to 15
constant currency
from the
base of
$4.21 earned
 2025.

 Free cash flow conversion is expected to be at least 95 percent of adjusted after-tax
earnings.
 See the "Non-GAAP Measures" section below for a description of our
use of measures not defined by GAAP.
 Certain terms used throughout this report are defined in a glossary in Item
8 of this report.
 FISCAL 2025 CONSOLIDATED
RESULTS
OF OPERATIONS
 In
2025,
net
sales
and
organic
net
sales
to
2024.
of
$3,305
to
2024,
by
unfavorable
net
price
and
mix,
an
in
selling,
 general,
and
administrative
(SG&A)
expenses,
legal
and
voluntary
recall
net
recoveries
in
2024,
a
in
 contributions from
volume growth, higher
restructuring and transformation
charges, higher
acquisition and divestiture
transaction and
 integration
costs, and
an unfavorable
change in
the mark
-to-market
valuation
of
certain commodity
and
grain
inventories.
 These impacts were
partially offset by
impairment charges recorded
in fiscal 2024,
a divestiture gain related
to the sale of
our Canada
 yogurt
in
2025,
and
lower
input
costs.
of
17.0
basis
points.
Adjusted
of
$3,353
on
a
constant-currency
by
unfavorable
net
price
and
mix,
an
increase in
SG&A
expenses,
and
a decrease
in
from volume
growth,
partially
by
lower
 input costs. Adjusted
operating profit margin
decreased 90 basis
points to 17.2
percent. Diluted earnings
per share of
$4.10 decreased
 5 percent compared
to fiscal 2024.
Adjusted diluted earnings
per share of
$4.21 decreased 7
percent on a
constant-currency basis (see
 the "Non-GAAP Measures" section below for a description of our use of measures
not defined by GAAP).

 A summary of our consolidated financial results for fiscal 2025 follows:
 In millions,
 except per
 share
 Fiscal 2025 vs.
 Percent of Net
 Sales
 Constant-
 Currency
 Growth (a)
 $
 (2)
 %
 (4)
 %
 17.0
 %
 Net earnings attributable to General Mills
 (8)
 %
 Diluted earnings per share
 $
 4.10
 (5)
 %
 Organic net sales growth rate (a)
 (2)
 %
 Adjusted operating profit (a)
 3,352.6
 (7)
 %
 17.2
 %
 (7)
 %
 Adjusted diluted earnings per share (a)
 $
 4.21
 (7)
 %
 (7)
 %
 (a)
See the "Non-GAAP Measures" section below for our use of measures not defined by
GAAP.

 were as follows:

 Fiscal 2025 vs.
 $
 (2)
 %
 $
 (1)
 pt
 (1)
 pt
 Flat
not foot due to rounding
 (a) Measured in tons based on the stated weight of our product shipments.
2025 decreased
2 percent
fiscal 2024,
a decrease
in contributions
from volume
growth and
 unfavorable net price realization and mix.
 Components of organic net sales growth are shown in the following
table:
 Fiscal 2025 vs. Fiscal 2024
 Flat
 (1)
 pt
 (2)
 pts
 Flat
 Acquisitions and divestiture
 Flat
 (2)
 pts
not foot due to rounding
 (a) Measured in tons based on the stated weight of our product shipments.
 Organic net
sales in
decreased 2
percent compared
to fiscal 2024,
unfavorable organic
net price realization
and
 mix.
 Cost of
sales
 decreased $172 million
2025 to
$12,754 million. The
decrease was
primarily driven
by a
$95 million
 attributable to lower
volume and an $89
million decrease attributable
to product rate and mix.
We
recorded a $16 million
net decrease
 in cost of
sales related to
the mark-to-market valuation
of certain commodity
positions and grain
inventories in fiscal
2025, compared
 to a net decrease
of $39 million in
fiscal 2024 (please refer
to Note 8 to
the Consolidated Financial
Statements in Item
8 of this report
 for
information).
We
also
$9
of
in
2025
to
$18
of
 restructuring charges
and $2 million
of restructuring initiative
project-related costs in
cost of sales
in fiscal 2024
(please refer to
Note
 4 to the Consolidated Financial Statements in Item 8 of this report for additional
information).
 Gross
in
2025
to
2024.
Gross
as
a
of
net
sales
of
34.6
 decreased 30 basis points compared to fiscal 2024.

 SG&A expenses

increased $187 million to
$3,446 million in fiscal 2025
compared to fiscal 2024
primarily driven by a
legal recovery
 in fiscal 2024, transaction
and integration costs recorded
in fiscal 2025 related to
the definitive agreements to
sell our North American
 yogurt businesses
and costs
the Whitebridge
Pet Brands
acquisition,
the addition
of a
pet food
business in
Europe in

 2024,
and net recoveries
recorded in fiscal
2024 from the
fiscal 2023 voluntary
recall on certain

ice cream
 products. SG&A expenses as a percent of net sales in fiscal 2025
increased 130 basis points compared to fiscal 2024.
 Divestitures
gain, net

totaled $96 million in fiscal 2025
 related to the sale of our Canada yogurt business (please refer
to Note 3 to the
 Consolidated Financial Statements in Item 8 of this report).
 Restructuring,
transformation,
impairment,
exit
costs
 totaled
$78
million in
fiscal 202
to $241
in
 fiscal 2024. In fiscal 2025, we approved a multi-year global transformation
initiative to drive increased productivity by enhancing end-
 to-end
processes,
enabled
by
targeted
organizational
actions,
and
as
a
result,
we
$70
of
in
 2025.
We
also recorded
$8 million
of restructuring
charges in
actions previously
announced.
In fiscal 2024,
we
 recorded a
$117
million non-cash
goodwill impairment
charge
our Latin
America reporting
unit and
$103 million
of non-
 cash
to
our
 Top
Chews
,
 True
Chews
,
and
 EPIC

brand
assets.
In
2024,
we
approved
actions to
enhance the
go-to-market
commercial strategy
and associated
organizational
structure of
our North
 Pet segment,
and as
a result,
we recorded
$17 million
of charges
2024. Please
refer to
Note 4
Consolidated Financial
 Statements in Item 8 of this report for additional information.

 Benefit
plan
non-service
 totaled
$54
in
2025
to
$76 million
in
2024,
reflecting
 higher amortization
of losses
and higher
interest costs
(please refer
to Note
14 to
the Consolidated
Financial Statements
in Item
8 of
 this report for additional information).
 Interest,
net
 for fiscal
2025 totaled
$524 million, $45
million higher
than fiscal
2024, primarily
higher average
 debt levels.
 Our
 effective tax rate
 for fiscal 2025 was 20.2 percent compared
to 19.6 percent in fiscal 2024. The 0.6
percentage point increase was
 primarily driven
by certain nonrecurring
tax benefits in
fiscal 2024, partially
offset by favorable
earnings mix by
jurisdiction in fiscal
 2025. Our
tax rate
was 20.6
to 20.1
fiscal 2024
(see the
"Non-GAAP
 Measures"
below
for
a
description
of
our
use
of
not
by
GAAP).
The
0.5
percentage
point
was
due
to
nonrecurring
tax
in
2024,
partially
by
favorable
mix
by
jurisdiction
in
 2025.
 After-tax
earnings from
joint ventures
to
$58 million
in
2025
to
$85
in
2024,
by our
share of
asset impairment
at CPW
in
2025.
On
a constant
-currency
after-tax
earnings from
joint
 ventures decreased
29 percent (see
the "Non-GAAP
Measures" section
below for
a description of
our use of
measures not defined
by
 GAAP). The components of our joint ventures' net sales growth are shown in
the following table:
 Fiscal 2025 vs. Fiscal 2024
 CPW
 HDJ
 Total
 (4)
 pts
 pts
 pts
 (1)
 pt
 Net sales growth in constant currency
 (1)
 pts
 pts
 (1)
 pt
 (3)
 pts
 (2)
 pts
 (3)
 pts
 (4)
 pts
 pt
 (3)
 pts
 (a) Measured in tons based on the stated weight of our product shipments.
 Net earnings attributable to noncontrolling interests

increased to $24 million in fiscal 2025
compared to $22 million in fiscal 2024.
 Average diluted shares
outstanding
 decreased by 22 million in fiscal 2025 from fiscal 2024 primarily due to share repurchase
s.

 RESULTS
OF SEGMENT OPERATIONS
 Our
are
organized
into
four
segments:
North
Retail,
International,
North
Pet,
and
North
 America Foodservice.

 The following tables provide
the dollar amount and percentage
of net sales and operating
profit from each segment for
fiscal 2025 and
 fiscal 2024:
 2025
 2024
 Dollars
 Percent of Total
 Dollars
 Percent of Total
 Net Sales
 $
 %
 $
 %
 2,797.8
 2,746.5
 North America Pet
 2,470.8
 2,375.8
 North America Foodservice
 2,300.9
 2,258.7
 Total
 $
 19,476.5
 %
 $
 19,854.4
 %
 Segment Operating Profit
 $
 2,729.9
 %
 $
 3,080.4
 %
 96.4
 125.2
 North America Pet
 501.0
 485.9
 North America Foodservice
 355.4
 315.5
 Total
 $
 3,682.7
 %
 $
 4,007.0
 %
 Net sales of $10.1
million in fiscal 2025
and $2.8 million in
fiscal 2024 related to
a business managed
by our Strategic Growth
Office
 are included within corporate and other net sales, which is reported separately
from segment net sales.
as
reviewed
by
our
excludes
unallocated
items,
net
gain
or
loss
on
 divestitures, and restructuring, transformation, impairment, and other
exit costs that are centrally managed.
 NORTH AMERICA RETAIL
SEGMENT
 Our North America Retail
operating segment reflects business
with a wide variety of
grocery stores, mass merchandisers, membership
food
drug,
dollar
and
convenience
and
e-commerce
providers.
Our
in
this
are
ready-to-eat
cereals,
yogurt,
soup,
meal
kits,
and
dough
dessert
and
baking
mixes,
pizza
and
pizza
snack
bars,
fruit
savory
and
a
wide
variety
of
 organic products including ready-to-eat cereal, frozen
and shelf-stable vegetables, meal kits, fruit snacks and snack bars.
 North America Retail net sales were as follows:
 $
 (5)
 %
 $
 (4)
 pts
 Flat
 Flat
 (a)

net sales decreased
5 percent in
fiscal 2025 compared
to fiscal 2024, driven
by a decrease in
contributions from
 volume growth.

 The components of North America Retail organic net
sales growth are shown in the following table:
 (2)
 pts
 (1)
 pt
 (3)
 pts
 Flat
 Divestiture (b)
 (1)
 pt
 (5)
 pts
 (a)
 (b)
of
yogurt
in
the
third
of
2025.
Please
refer
to
Note
to
the
 Statements in Part II, Item 8 of this report.
 North
organic
net
sales
in
2025
to
2024,
by
a
in
 contributions from organic volume growth and unfavorable
organic net price realization and mix.
 Net sales for our North America Retail operating units are shown in the following table:
 U.S. Meals & Baking Solutions
 $
 4,238.9
 (2)
 %
 $
 4,324.3
 U.S. Morning Foods
 3,439.9
 (3)
 %
 3,561.8
 U.S. Snacks
 3,356.3
 (5)
 %
 3,538.9
 Canada (a)
 871.9
 (17)
 %
 1,048.4
 Total
 $
 (5)
 %
 $
 (a)
 On
a
constant
unit
net
sales
in
2025.
See
the
"Non-GAAP
 Measures" section below for our use of this measure not defined by GAAP.
 Segment operating
profit decreased
percent to
$2,730 million in
$3,080 million
2024, primarily
 driven by a
decrease in contributions
from volume growth,
higher input costs,
and unfavorable net
price realization
and mix, partially
 offset by lower
SG&A expenses. Segment
operating profit decreased
11 percent
on a constant-currency
basis in fiscal 2025
 to fiscal 2024 (see the "Non-GAAP Measures" section below for our use
of this measure not defined by GAAP).
 INTERNATIONAL SEGMENT
 Our
of
retail
and
foodservice
of
the
and
Our
 product categories include super-premium
ice cream and frozen desserts, meal kits, salty snacks
,
snack bars, dessert and baking mixes,
 shelf-stable
vegetables,
and
pet
food
We
also
sell
super-premium
ice
cream
and
desserts
directly
to
 through owned
retail shops. Our
International segment
also includes products
manufactured in
the United States
for export, mainly
to
 Caribbean and Latin American markets, as well as products we
manufacture for sale to our international joint ventures. Revenu
es from
 export activities are reported in the region or country where the end customer
is located.
 International net sales were as follows:
 $
 2,797.8
 %
 $
 2,746.5
 pts
 pt
 (2)
 pts
 (a)
 International net
sales increased 2
percent in fiscal
2025 compared to
fiscal 2024, driven
by an increase
in contributions from
volume
 growth and favorable net price realization and mix, partially offset
by unfavorable foreign currency exchange.

 The components of International organic net sales growth
are shown in the following table:
 pt
 Flat
 Flat
 (2)
 pts
 Acquisition (b)
 pts
 pts
 (a)
 (b)
 Acquisition of a pet food business in Europe in fiscal 2024. Please refer to Note
3 to the Consolidated Financial Statements in Part
 II, Item 8 of this report.
 International organic net sales in fiscal 2025 essentially matched
profit decreased
percent to
$96 million
2025 compared
to $125
in 2024,
 higher
SG&A
and
unfavorable
net
price
and
mix,
partially
by
lower
input
costs
and
an
in
from
volume
growth.
on
a
constant-currency
basis
in
2025
 compared to fiscal 2024 (see the "Non-GAAP Measures" section below
for our use of this measure not defined by GAAP).
 NORTH AMERICA PET SEGMENT
 Our North
operating segment
includes pet
food products
sold primarily
and Canada
in national
pet
 superstore
e-commerce
retailers,
regional
pet
store
mass
merchandisers,
and
veterinary
clinics
and
 hospitals.
Our
dog
and
cat
food
(dry
foods,
wet
foods,
and
treats)
made
with
whole
meats,
fruits,
and
 vegetables
and
other
high-quality
ingredients.
Our tailored
pet
offerings
address
dietary,
lifestyle,
and
life-
 stage needs
and span
different product
types, diet
types, breed
sizes for
dogs, life
stages, flavors,
product functions,
and textures
and
 cuts for wet foods.
 North America Pet net sales were as follows:
 $
 2,470.8
 %
 $
 2,375.8
 pts
 Flat
 Flat
 (a)
Pet net
sales increased
4 percent
2025 compared
to fiscal
2024, driven
by an
increase in
contributions from
 volume growth.

 The components of North America Pet organic net sales growth
are shown in the following table:
 pts
 (2)
 pts
 Flat
 Flat
 Acquisition (b)
 pts
 pts
 (a)
 (b)
 Acquisition of Whitebridge
Pet Brands business in
fiscal 2025. Please
refer to Note 3
to the Consolidated
Financial Statements in
 Part II, Item 8 of this report.
 North America Pet organic net sales in fiscal 2025 essentially matched
 North
Pet
to
$501 million
in
2025,
to
$486 million
in
2024,
 primarily driven by an increase in contributions
from volume growth and lower input costs, partially offset
by higher SG&A expenses,
 including increased media and advertising expenses,
and unfavorable net price realization and mix. Segment
operating profit increased
 3 percent
on a
constant-currency basis
2025 compared
to fiscal
2024 (see
the "Non-GAAP
Measures" section
below for
our
 use of this measure not defined by GAAP).
 NORTH AMERICA FOODSERVICE SEGMENT
 Our
North
of
foodservice
in
the
and
Our
major
in
our
North
are
ready-to-eat
cereals,
yogurt,
meals,
 unbaked and
fully baked
frozen dough products,
baking mixes,
and bakery
flour.
Many products we
sell are branded
to the consumer
 and nearly
all are
branded to
our customers.
We
sell to
distributors and
operators in
many customer
channels including
foodservice,
 vending, and supermarket bakeries.
 North America Foodservice net sales were as follows:

 $
 2,300.9
 %
 $
 2,258.7
 pt
 pt
 Flat
 (a)

 North America Foodservice net sales increased 2 percent in fiscal
2025 compared to fiscal 2024, driven by an increase in
 from volume growth and favorable net price realization and mix.
 The components of North America Foodservice organic
net sales growth are shown in the following table:
 pt
 pt
 pts
 Flat
 pts
 (a)
 Measured in tons based on the standard weight of our product shipments.

 North
organic
net
sales
in
2025
to
2024,
by
an
in
 contributions from organic volume growth and favorable
organic net price realization and mix.
to
$355 million
in
2025,
to
$316 million
in
2024,
 driven by favorable
net price realization and
mix. Segment operating
profit increased 13 percent
on a constant-currency
basis in fiscal
 2025 compared to fiscal 2024 (see the "Non-GAAP Measures" section below
for our use of this measure not defined by GAAP).
 UNALLOCATED CORPORATE
ITEMS
 Unallocated
items
overhead
expenses,
variances
to
planned
domestic
employee
and
incentives,
charitable
contributions,
initiative project-related
costs,
gains and
losses on
investments,
from
 certain businesses managed by our Strategic Growth Office,
and other items that are not part of our measurement of segment operating
 performance. These
include gains and
losses arising from
the revaluation of
certain grain inventories
and gains and
losses from mark-
 to-market valuation of certain commodity positions until
passed back to our operating segments. These items affecting
operating profit
 are
centrally
managed
at
the
level
and
are
excluded
from
the
of
reviewed
by
 management.
Under
our
chain
organization,
our
manufacturing,
warehouse,
and
activities
are
substantially
 integrated
across
our
in
order
to
maximize
efficiency
and
productivity.
As
a
result,
fixed
and
and
 amortization expenses are neither maintained nor available by operating
segment.
 Unallocated corporate
expense totaled
$396 million
in fiscal 2025
,
$334 million
last year.
2024, we
recorded a
 $53
legal
recovery.
We
$49
of
costs
to
the
to
sell
our
North
 American yogurt businesses and the Whitebridge Pet Brands acquisition
in fiscal 2025, compared to $14 million of transaction costs in
 fiscal 2024, primarily
related to our
acquisition of a
pet food business
in Europe.
We
also recorded $14
million of integration
costs in
 fiscal 2025,
the acquisition
of Whitebridge
Pet Brands
acquisition of
a pet
food business
in Europe.
2024,
 we
$30
of
net recoveries
to
a
voluntary
recall
on

ice
cream
in
 fiscal 2023. We
recorded a $16 million net decrease in expense related to the mark-to-market
valuation of certain commodity positions
 and grain
inventories in fiscal
2025, compared
to a $39
million net decrease
in expense
last year.
we recorded $8
 of net losses related to valuation adjustments in fiscal 2025,
compared to $18 million of net losses related to valuation
adjustments and
 the
sale
of
in
2024.
We
$9
of
and
$1
of
project-related
costs
in
cost
of
sales
in
2025,
to
$18
of
and
$2
of
project-related
costs
in
cost
of
sales
in
2024.
Certain
and
 decreased in fiscal 2025 compared to fiscal 2024.
 IMPACT OF INFLATION
 We
 experienced broad-based global input cost inflation
of 4 percent in fiscal 2025 and fiscal 2024. We
expect approximately 3 percent
 input cost inflation
in fiscal 2026
before the impact
of newly enacted
tariffs. We
expect the gross
risk of newly
enacted tariffs
to be 1
 to 2 percent
of cost of
goods sold, and
we are attempting
to mitigate tariff
risk through
various methods.
We
attempt to minimize
the
of
inflation
HMM,
Strategic
Revenue
(SRM),
planning,
and
practices.
Our
risk
 management practices are discussed in Item 7A of this report.
 LIQUIDITY AND CAPITAL
RESOURCES
 The primary source of our
liquidity is cash flow from
operations. Over the most recent
two-year period, our operations have
generated
 $6.2 billion
in cash.
A substantial
portion of
this operating
has been
returned to
shareholders through
dividends and
share
 repurchases.
We
also
use
cash
from
to
fund
our
expenditures,
acquisitions,
and
debt
We
typically
use
a
 combination
of
cash,
notes
payable,
and
debt,
and
occasionally
issue
of
stock,
to
finance
 acquisitions.

 As of
May
25,
2025,
we had
$316
of cash
and
cash equivalents
held
in foreign
jurisdictions.
In
anticipation
of
repatriating
 funds
from
jurisdictions,
we
record
local
country
withholding
taxes
on
our
as
applicable.
We
may
 repatriate our
cash and
cash equivalents
held by
our foreign
subsidiaries without
such funds
being subject
to further
U.S. income
tax
 liability. Earnings
prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested in
those jurisdictions.

 Cash Flows from Operations
 2025
 2024
 Net earnings, including earnings attributable to noncontrolling interests
 $
 $
 2,518.6
 Depreciation and amortization
 539.0
 552.7
 After-tax earnings from joint ventures
 (57.6)
 (84.8)
 Distributions of earnings from joint ventures
 44.6
 50.4
 Stock-based compensation
 91.7
 95.3
 Deferred income taxes
 (120.9)
 (48.5)
 Pension and other postretirement benefit plan contributions
 (30.8)
 (30.1)
 Pension and other postretirement benefit plan costs
 (12.7)
 (27.0)
 (95.9)
 -
 Restructuring, transformation, impairment, and other exit costs
 74.3
 223.5
 Changes in current assets and liabilities, excluding the effects of
acquisitions and divestitures
 192.4
 10.6
 (24.8)
 41.9
 Net cash provided by operating activities
 $
 2,918.2
 $
 3,302.6
2025,
cash
by
was
$2,918
to
$3,303 million
in
the
same
last
year.
The
 $384 million decrease was
primarily driven by a
$296 million decrease in net
earnings excluding the impact
of the divestiture in fiscal
 2025, and a $149 million change in restructuring, transformation,
impairment, and other exit costs.
 We
strive
to
grow
core
at
or
below
the
rate
of
in
our
net
sales.
For
2025,
core
net
 liability
percent,
to
a
net
sales
of
percent.
The
core
net
liability
$90
 million from $393
million in fiscal
2024
to $303 million
in fiscal 2025,
primarily due to
an increase in
receivables, partially offset
by
 an increase in accounts payable.
 Cash Flows from Investing Activities
 2025
 2024
 Purchases of land, buildings, and equipment
 $
 (625.3)
 $
 (774.1)
 Acquisitions, net of cash acquired
 (1,419.3)
 (451.9)
 Investments in affiliates, net
 13.3
 (2.7)
 Proceeds from disposal of land, buildings, and equipment
 1.1
 0.8
 Proceeds from divestitures, net of cash divested
 241.8
 -
 (6.5)
 30.5
 Net cash used by investing activities
 $
 (1,794.9)
 $
 (1,197.4)
 In
2025,
we
used
$1,795 million
of
cash
investing
activities
to $1,197
in
2024.
We
invested
 $625 million in land, buildings, and equipment in fiscal 2025, a
decrease of $149 million from fiscal 2024.

 During fiscal 2025, we acquired Whitebridge Pet Brands for $1,412
million cash, net of cash acquired.
During fiscal 2025, we
 completed the sale of our Canada yogurt business for $242 million cash.
During fiscal 2024, we acquired a pet food business in
 Europe for $426 million cash, net of cash acquired, and we paid an additional
$8 million purchase price holdback after certain closing
 conditions were met in fiscal 2025.

 We
expenditures
to
be
3.5
of
net
sales
in
2026.
These
expenditures
will
fund
 initiatives that are expected to fuel growth, support innovative products,
and continue HMM initiatives throughout the supply chain.

 Cash Flows from Financing Activities
 2025
 2024
 Change in notes payable
 $
 667.1
 $
 (20.5)
 Issuance of long-term debt
 2,354.9
 2,065.2
 Payment of long-term debt
 (1,300.0)
 (901.5)
 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
 Purchases of common stock for treasury
 (1,202.9)
 (2,002.4)
 Dividends paid
 (1,338.7)
 (1,363.4)
 Distributions to noncontrolling interest holders
 (21.6)
 (21.3)
 (129.1)
 (53.9)
 Net cash used by financing activities
 $
 (1,180.1)
 $
 (2,272.3)
 Financing
activities used
$1,180 million of
cash in
$2,272 million
2024. We
had $1,722 million
of
 net debt
issuances in
$1,143 million of
net debt
issuances in
For more
information on
our debt
 issuances and payments, please refer to Note 9 to the Consolidated Financial Statements
in Item 8 of this report.
 During fiscal 2025, we
received $43 million of net
proceeds from common stock
issued on exercised options
compared to $26 million
 in fiscal 2024.
 During fiscal 2025, we purchased
the outstanding Class A limited
membership interests in General
Mills Cereals, LLC (GMC Class A
 Interests)
from
the third-party
holder
for
$253 million.
For more
information,
please refer
to Note
10 to
the Consolidated
 Statements in Item 8 of this report.

 During fiscal 2025, we
repurchased 19 million shares
of our common stock for
$1,203 million. During fiscal 2024,
we repurchased 29
 million shares of our common stock for $2,002 million.

 Dividends paid in fiscal 2025 totaled
$1,339 million, or $2.40 per share.
Dividends paid in fiscal 2024
totaled $1,363 million, or $2.36
 per share.

 Selected Cash Flows from Joint Ventures
 Selected cash flows from our joint ventures are set forth in the following table:
 Inflow (Outflow), in Millions
 2025
 2024
 Investments in affiliates, net
 $
 13.3
 $
 (2.7)
 Dividends received
 44.6
 50.4
 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
 To ensure availability
of funds, we maintain bank credit lines and have commercial paper programs
available to us in the United States
 and Europe.
 Certain
of
our
debt
and
our
facilities
contain
restrictive
covenants.
As
of
May
25,
2025,
we
were
in
 compliance with all of these covenants.

$1,528 million of long-term debt maturing
in the next 12 months that
is classified as current, including
 500 million of 0.125
 percent fixed-rate notes due November 15, 2025,
 600 million of 0.45 percent fixed-rate notes due January
15, 2026, and 250 million

 of
floating-rate
notes
due
April 22,
2026.
We
that cash
flows
from
operations,
together
with available
short- and
 debt financing, will be adequate to meet our material contractual
obligations and overall liquidity and capital needs
for at least the next
 12 months.
 As of May
25, 2025,
our total debt,
including the
impact of derivative
instruments designated
as hedges,
was 74 percent
in fixed-rate
 and 26
floating-rate instruments,
85 percent
in fixed-rate
and 15
floating-rate instruments
on May
 26, 2024.

 CRITICAL ACCOUNTING ESTIMATES
 For a complete description of our
significant accounting policies, please see Note
2 to the Consolidated Financial
Statements in Item 8
 of this report. Our critical accounting
estimates are those that have
a meaningful impact on the reporting of our
financial condition and
 results of operations.
These estimates include
our accounting for
revenue recognition, valuation
of long-lived assets,
intangible assets,
 income taxes, and defined benefit pension, other postretirement benefit,
and postemployment benefit plans.
 Revenue Recognition
 Our
revenues
are
net
of
variable
consideration
and
consideration
payable
to
our
customers,
trade
promotion,
coupon
redemption,
and
other
reductions
to
the
allowances
for
returns,
unsalable
 product,
and
prompt
pay
discounts.
Trade
promotions
are
using
judgment
of
participation
and
 performance levels
for offered
programs at the
time of sale.
Differences between
the estimated and
actual reduction to
the transaction
 price
are recognized
as a
in estimate
in a
subsequent
Our accrued
trade and
coupon promotion
were
$470
as
of
May
25,
2025,
and
$425
as
of
May
26,
2024.
Because
these
amounts
are
significant,
if
our
are
 inaccurate we would have to make adjustments in subsequent periods that
could have a significant effect on our results of operations.
of Long-Lived Assets

 We
the useful
lives
of long
-lived
make
estimates concerning
undiscounted
cash flows
to review
for impairment
events or
circumstances indicate
that the
an asset
(or asset
group)
may not
be recoverable.
 Fair value is measured using discounted cash flows or independent appraisals,
as appropriate.
 Intangible Assets

and
other
are
not
to
amortization
and
are
for
annually
and
events or
indicate
that impairment
may have
occurred. Our
estimates of
for
testing
are determined
a
discounted
cash
flow
model.
We
use
inputs from
our
long-range
planning
process to
 determine
rates
for
sales
and
profits.
We
also
make
of
perpetuity
assumptions,
 comparables, and other factors.

 We evaluate the
useful lives of our other intangible assets, mainly brands, to
determine if they are finite or indefinite-lived.
Reaching a
 determination
on
life
judgments
and
the
of
obsolescence,
demand,
 competition, other economic
factors (such as the
stability of the industry,
known technological advances,
legislative action that
 in an uncertain or
changing regulatory environment,
and expected changes in
distribution channels), the level
of required maintenance
 expenditures,
and
the
lives
of
other
groups
of
assets.
Intangible
that
are
deemed
to
have
finite
lives
are
 amortized
on a
straight-line basis
over their
useful lives,
ranging from
4 to
30 years.
Our estimate
 brand
is
based
on
a
discounted
cash
flow
model
using
inputs
which
projected
revenues
from
our
long-range
plan,
 assumed royalty rates that could be payable if we did not own the brands, and a discount
rate.

 As of
May
25,
2025,
we
had
$22 billion
of
and
assets. While
we
currently
that
the
fair
 value of each
intangible exceeds its carrying
value,
and that those intangibles
will contribute indefinitely
to our cash flows,
materially
 different
future performance
or
a different
cost
of capital
could
result
in
 material impairment losses
and amortization expense.
We
performed our fiscal
2025
assessment of our
intangible assets as of
the first
 day
of
the
second
of
2025,
and
we
determined
there
was
no
of
our
as
their
fair
were
substantially
in
excess
of
the
values,
except
for
the
 Uncle
Toby's

brand
asset.
In
addition,
while
 having
significant coverage
as of
our fiscal
2025 assessment
date, the
,
,
 True
Chews
, and
 Kitano

brand intangible
 assets had risk of decreasing coverage. We
will continue to monitor these businesses for potential impairment
.
 Income Taxes
 We
apply a more-likely-than-not
threshold to the
recognition and derecognition
of uncertain tax
positions. Accordingly,
we recognize
 the amount of
tax benefit that
has a greater
than 50 percent
likelihood of being
ultimately realized upon
settlement. Future
 judgment related
expected ultimate
resolution of
uncertain tax
positions will
affect earnings
period of
such change.
For
 more information on income taxes, please see Note 15 to the Consolidated Financial
Statements in Item 8 of this report.

 Defined Benefit Pension, Other Postretirement Benefit, and Postemployment
defined benefit pension plans covering
many employees in the United States,
Canada, Switzerland, and the United
Kingdom.
 We also
sponsor plans that provide
health care benefits to
many of our retirees
in the United States, Canada,
and Brazil. Under certain
 circumstances,
we
also
accruable
benefits,
severance,
to
former
and
inactive
in
the
and
Mexico.
Please see
Note
to
the
in
Item
of
this
for
a
description
of
our
 defined benefit pension, other postretirement benefit, and postemployment
benefit plans.
 We
recognize
retirement
or
employment
over
the
plan
participants'
active
lives.
 Accordingly,
we
make
to
predict
and
costs
and
many
years
prior
to
the
settlement
of
our
 obligations.
Assumptions
that
require
judgment
and
have
a material
on
the
measurement
of
our
net
 periodic
or
and
accumulated
the
rates
of
on
plan
the
 interest rates used to discount the obligations for our benefit plans, and health
care cost trend rates.
 Expected Rate of Return on Plan Assets
 Our expected
rate of return
on plan assets
is determined
by our asset
allocation, our
historical long-term
investment performance,
our
 estimate of future long-term returns
by asset class (using input from our
actuaries, investment services, and investment
managers), and
 long-term inflation
assumptions. We
review this assumption
annually for
each plan; however,
our annual
investment performance
for
 one particular year does not, by itself, significantly influence our evaluation.
 Our
historical
returns
(compound
rates)
for
our
and
other
 postretirement benefit
were 4.0
the 1-year
period ended
2025, and
returns of
0.2 percent,
4.3 percent,
 6.7 percent, and 6.2 percent for the 5, 10, 15, and 20-year periods ended
May 25, 2025.
 On a weighted
-average basis, the
expected rate
of return for
all defined
benefit plans
and other postretirement
plans was 7.63
 and 7.79
percent for fiscal
2025, 7.13
percent and 7.34
percent for
fiscal 2024, and
6.70 percent and
6.76 percent for
fiscal 2023. For
2026,
we
our
rate
of
on
plan
due
to
an
in
bond
asset
allocation
 policy for
our principal
defined benefit
pension and
other postretirement
plans in
the United
States to
7.60 percent
and 7.40
percent,
 respectively.
 Lowering
the
rate
of
on
by
basis
points
would
our
net
and
 expense by $57 million for
fiscal 2026. A market-related
valuation basis is used to reduce
year-to-year expense volatility.
The market-
 related valuation
recognizes certain
investment gains
or losses over
a five-year
period from
the year
in which
they occur.
Investment
 gains or
losses for
this purpose
are the difference
between the
expected return
calculated using
the market-related
 the
actual
based
on
the
market-related
value
of
assets.
Our
actuaries
perform
these
calculations
as
part
of
our
 determination of annual expense or income.
 Discount Rates
 We
the
service
and
cost
components
of
the
net
periodic
for
our
and
most
of
our
other
and
plans
utilizing
a
full
yield
curve
 approach
by applying
the specific
spot rates
along
the yield
curve used
to determine
the benefit
relevant projected
 cash flows. Our
discount rate assumptions
are determined annually
as of May 31
for our defined
benefit pension, other
and
plan
obligations.
We
work
with
our
actuaries
to
determine
the
timing
and
of
 expected future cash outflows to plan
participants and, using the Aa Above Median
corporate bond yield, to develop a forward
 rate curve, including
a margin to
that index based
on our credit
risk. This forward
interest rate curve
is applied to
our expected
 cash outflows to determine our discount rate assumptions.

 Our weighted-average discount rates were as follows:
 Defined Benefit
 Pension Plans
 Other
 Postretirement
 Effective rate for fiscal 2026 service costs
 6.02
 %
 6.11
 %
 5.42
 %
 Effective rate for fiscal 2026 interest costs
 5.32
 %
 5.34
 %
 4.91
 %
 Obligations as of May 31, 2025
 5.79
 %
 5.67
 %
 5.04
 %
 Effective rate for fiscal 2025 service costs
 5.58
 %
 5.48
 %
 5.37
 %
 Effective rate for fiscal 2025 interest costs
 5.40
 %
 5.28
 %
 5.05
 %
 Obligations as of May 31, 2024
 5.52
 %
 5.52
 %
 5.05
 %
 Effective rate for fiscal 2024 service costs
 5.27
 %
 5.15
 %
 5.00
 %
 Effective rate for fiscal 2024 interest costs
 5.06
 %
 4.96
 %
 4.61
 %
 Lowering
the
rates
by
basis
points
would
our
net
other
and
 postemployment benefit plan expense
for fiscal 2026 by approximately
$27 million. All obligation-related
experience gains and losses
 are amortized
using
a straight-line
method over
the average
remaining
service period
of active
plan participants
or over
the average
 remaining lifetime of the remaining plan participants if the plan is viewed as "all or
almost all" inactive participants.

 Health Care Cost Trend
Rates

 We
review our
cost trend
rates annually.
Our review
is based
on data
we collect
about our
claims experience
 and information
provided by our
actuaries. This information
includes recent
plan experience,
plan design, overall
industry experience
 and projections, and
assumptions used by other
similar organizations.
Our initial health
care cost trend
rate is adjusted
as necessary to
 remain consistent
with this
review,
recent experiences,
and short-term
expectations.
Our initial
cost trend
rate assumption
 is 7.9
percent for
retirees age
65 and
over and
7.9 percent
for retirees
under age
65 at
the end
2025. Rates
are graded
down
 annually until
the ultimate
trend rate
of 4.5
percent is
reached in
2034 for
all retirees.
The trend
rates are
applicable for
calculations
 only if
the retirees'
benefits increase
as a
result of
inflation. The
ultimate trend
rate is
adjusted annually,
as necessary,
to
 approximate
the
view
on
the
rate
of
inflation
plus
an
appropriate
care
cost
premium.
Assumed
 trend rates for health care costs have an important effect on the
amounts reported for the other postretirement benefit plans.
 Any
arising
care
claims cost-related
gain
or
loss is
calculation
of expected
future claims.
Once
 recognized, experience gains and
losses are amortized using a straight-line
method over the average remaining
service period of active
 plan participants
or over
the average
remaining lifetime
remaining plan
participants if
the plan
is viewed
as "all
or almost
all"
 inactive participants.
 Financial Statement Impact

 In
2025,
we
net
other
and
plan
of
 $9 million
$11 million
of income
2024 and
$6 million
of income
2023.
As of
2025,
we had
 cumulative unrecognized
actuarial net losses of
$2 billion on our
defined benefit pension plans
and cumulative unrecognized
actuarial
 net gains of
$209 million on our
postretirement and postemployment
benefit plans. These
net unrecognized actuarial
losses will result
 in
increases
in
our
net
and
they
currently
exceed
the
corridors
by
 GAAP.
 Actual
net
other
and
plan
or
will
 depend on
investment performance,
future discount
rates, changes
in health care
cost trend
rates, and
other factors
 to the populations participating in these plans.
 RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
 In November 2024, the Financial Accounting
Standards Board (FASB)
issued Accounting Standards Update (ASU)
2024-03 requiring
income statement
disclosures. The
ASU requires
the disaggregation
of specific
categories of
expenses underlying
the line
 items presented
income statement.
Additionally,
the ASU
requires enhanced
disclosure of
selling expenses.
The requirements
 of the ASU are effective for annual periods
beginning after December 15, 2026, and interim periods
within fiscal years beginning after
 December
15,
2027.
For
us,
will
be
for
our
2028
Form
and
interim
 requirements will be
effective beginning
with our first
quarter of fiscal
2029. Early adoption
is permitted and
the amendments should
 be applied on a prospective
basis. Retrospective application is permitted.
 We
 are in the process of
analyzing the impact of the
ASU on
 our related disclosures.

 In
December
2023,
the
FASB
ASU
2023-09
requiring
enhanced
tax
disclosures.
The
ASU
of
and
disaggregation
of
in
the
rate
reconciliation
table.
The
ASU
also
of
 disaggregated
to
taxes
paid,
or
loss
from
continuing
before
tax
or
 benefit, and
income tax
expense or benefit
from continuing
operations. The
requirements of
the ASU are
effective for
annual periods
 beginning after December 15, 2024,
which for us is fiscal 2026.
Early adoption is permitted
and the amendments should be
applied on
 a prospective
basis. Retrospective
application is
permitted.
 We
 are in
the process
of analyzing
the impact
ASU on
our related
 disclosures.
 NON-GAAP MEASURES
 We
have
in
this
of
that
are not
by
GAAP.
We
that
these
 provide useful information to investors and include these measures in other
communications to investors.

 For each
of these
non-GAAP financial
measures, we
are providing
below a
reconciliation of
the differences
between the
non-GAAP
 measure and the most
directly comparable GAAP
measure, an explanation
of why we believe the
non-GAAP measure provides
investors, and
any additional
material purposes
for which
our management
or Board
of Directors
uses the
non-GAAP
 measure. These non-GAAP measures should be viewed in addition
to, and not in lieu of, the comparable GAAP measure.
 Significant Items Impacting Comparability
 Several
below
are
presented
on
an
basis.
The
adjustments
are
either
items
from
infrequently
occurring
 events or items that, in management's
judgment, significantly affect the year-to-year
assessment of operating results.
 The following are descriptions of significant items impacting comparability
of our results.
the sale of
our Canada
yogurt business
2025. Please
refer to
Note 3
Consolidated Financial
 Statements in Item 8 of this report.
 Restructuring
and
to global
actions and
previously
restructuring actions
in
 fiscal 2025. Restructuring
charges related to
commercial strategy restructuring
actions and previously
announced restructuring
actions
 in fiscal 2024. Please refer to Note 4 to the Consolidated Financial Statements
in Item 8 of this report.
transaction costs
the definitive
agreements to
sell our
North American
yogurt businesses
Whitebridge
 Pet Brands
acquisition.
Transaction
costs primarily
the acquisition
of a
pet food
business in
Europe in
Please
 refer to Note 3 to the Consolidated Financial Statements in Item 8 of this report.
 CPW asset impairments
 CPW impairment charges related to certain long-lived
assets recorded in fiscal 2025.

 Net mark-to-market
valuation of
certain commodity
positions recognized
in unallocated
corporate items.
Please refer to
Note 8 to
the
 Consolidated Financial Statements in Item 8 of this report.
 Integration
costs
to
the
acquisitions
of
Whitebridge
Pet
Brands
and
a
pet
food
in
Europe
in
2025.
 Integration
costs
from
the
acquisition
of
TNT
Crust
in
2024.
Please
refer
to
Note
to
the
 Financial Statements in Item 8 of this report.
 Capital appreciation paid on GMC Class A Interests
 Capital account
appreciation
attributable
and paid
holder of
GMC Class
A Interests
2025.
Please refer
to
 Note 10 to the Consolidated Financial Statements in Item 8 of this report.

adjustments of certain
corporate investments in
fiscal 2025. Valuation
adjustments and the
gain on sale
of certain corporate
 investments in fiscal 2024.

 Project-related costs
 Restructuring
project-related
costs related
to previously
actions recorded
2025 and
 2024. Please refer to Note 4 to the Consolidated Financial Statements in
Item 8 of this report.
 Non-cash impairment
charges related
to our Latin
America reporting unit
goodwill and our
 Top
Chews
,
 True Chews
, and
 EPIC

brand
 intangible assets in fiscal 2024. Please refer to Note 6 to the Consolidated Financial
Statements in Item 8 of this report.

 Legal recovery recorded in fiscal 2024.
 Recoveries recorded in fiscal 2024 related to the fiscal 2023 voluntary recall
of certain international
 ice cream products,
 net of costs incurred.
 Organic Net Sales Growth Rates
 We
 provide organic
growth rates
consolidated net
sales and
segment net
sales. This
measure is
used in
reporting to
 our
Board
of
and
and
as
a
component
of
the
measurement
of
our
for
incentive
purposes.
 We
organic net
sales growth
rates provide
useful information
to investors
because they
 transparency
to underlying
by excluding
the effect
that foreign
exchange rate
as
 well
as
acquisitions,
divestitures,
and
a
 rd

week,
when
applicable,
have
on
comparability.
A
reconciliation
of
these
 measures to reported
net sales growth
rates, the relevant
GAAP measures, are
included in our
Consolidated Results of
Operations and
 Results of Segment Operations discussions in the MD&A above.
 Adjusted Operating Profit and Related Constant-currency Growth
Rate
 This measure is used in reporting
to our Board of Directors and
executive management and as a
component of the measurement of
our
 performance for
incentive compensation purposes.
We
this measure provides
useful information
to investors because
it is
 the
we
use
to
evaluate
on
a
comparable
basis.
Additionally,
the
is
on
a
constant-currency
basis
by
excluding
the
that
rate
have
on
 year-to-year comparability given the volatility in foreign
currency exchange rates.

 Our adjusted operating profit growth on a constant-currency basis is calculated
 2025
 2024
 Change
 Operating profit as reported
 $
 $
 3,431.7
 (4)
 %
 (95.9)
 -
 87.5
 38.8
 49.1
 14.0
 (15.7)
 (39.1)
 13.9
 0.2
 8.3
 18.5
 Project-related costs
 0.5
 2.0
 -
 220.2
 -
 (53.2)
 -
 (30.3)
 Adjusted operating profit
 $
 3,352.6
 $
 3,602.7
 (7)
 %
 Foreign currency exchange impact
 Flat
 Adjusted operating profit growth, on a constant-currency basis
 (7)
 %
 For more information on the reconciling items, see the Significant Items Impacting Comparability section above.

 Adjusted Diluted EPS and Related Constant-currency Growth Rate

 This measure
is used in
reporting to
our Board of
Directors and executive
management.
 We
this measure provides
investors because it
is the profitability
measure we use
to evaluate earnings
performance on
a comparable year-to-year
 basis.
 The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted
EPS and the related constant-currency growth rate follows:
 Per Share Data
 2025
 2024
 Change
 Diluted earnings per share, as reported
 $
 4.10
 $
 4.31
 (5)
 %
 (0.15)
 -
 0.12
 0.05
 0.07
 0.02
 CPW asset impairments
 0.04
 -
 (0.02)
 (0.05)
 0.02
 -
 Capital appreciation paid on GMC Class A Interests
 0.02
 -
 0.01
 0.02
 -
 0.28
 -
 (0.07)
 -
 (0.04)
 Adjusted diluted earnings per share
 $
 4.21
 $
 4.52
 (7)
 %
 Foreign currency exchange impact
 Flat
 Adjusted diluted earnings per share growth, on a constant-currency basis
 (7)
 %
 For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
 See our reconciliation
below of the effective
income tax rate as
reported to the adjusted
effective income tax
rate for the tax
impact of
 each item affecting comparability.

 Free Cash Flow Conversion Rate
 We
this
to
investors
it
is
important
for
assessing
our
efficiency
in
converting
to
cash
and
returning
cash
to
shareholders.
The
calculation
of
free
cash
flow
rate
and
net
cash
by
 operating activities conversion rate, its equivalent GAAP measure, follows:
 Net earnings, including earnings attributable to noncontrolling interests, as reported
 $
 Divestiture gain, net of tax
 (84.8)
 Restructuring and transformation charges, net of tax
 67.2
 Transaction costs, net of tax
 37.8
 CPW asset impairments, net of tax
 23.3
 Mark-to-market effects, net of tax
 (12.1)
 Acquisition integration costs, net of tax
 11.9
 Investment activity, net,
net of tax
 6.4
 Project-related costs, net of tax
 0.4
 Adjusted net earnings, including earnings attributable to noncontrolling
interests
 $
 2,369.1
 Net cash provided by operating activities
 2,918.2
 Purchases of land, buildings, and equipment
 (625.3)
 Free cash flow
 $
 2,292.9
 Net cash provided by operating activities conversion rate
 126%
 Free cash flow conversion rate
 97%
 Note: Table may not foot due rounding.
 For more information on the reconciling items, see the Significant Items Impacting Comparability section above.
 See our reconciliation
below of the effective
income tax rate as
reported to the
adjusted effective income
tax rate for the
tax impact of
 each item affecting comparability.

 Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating Profit
Margin)
 We believe
this measure provides useful information
to investors because it is important
for assessing our operating profit margin
on a
 comparable year-to-year basis.
 Our adjusted operating profit margins are calculated as follows:
 Percent of Net Sales
 2025
 2024
 Operating profit as reported
 $
 17.0
 %
 $
 3,431.7
 17.3
 %
 (95.9)
 (0.5)
 %
 -
 -
 %
 87.5
 0.4
 %
 38.8
 0.2
 %
 49.1
 0.3
 %
 14.0
 0.1
 %
 (15.7)
 (0.1)
 %
 (39.1)
 (0.2)
 %
 13.9
 0.1
 %
 0.2
 -
 %
 8.3
 -
 %
 18.5
 0.1
 %
 Project-related costs
 0.5
 -
 %
 2.0
 -
 %
 -
 -
 %
 220.2
 1.1
 %
 -
 -
 %
 (53.2)
 (0.3)
 %
 -
 -
 %
 (30.3)
 (0.2)
 %
 Adjusted operating profit
 $
 3,352.6
 17.2
 %
 $
 3,602.7
 18.1
 %
 For more information on the reconciling items, see the Significant Items Impacting Comparability section above.

 Adjusted Effective Income Tax
Rates
 We
this
to
investors
it
presents
the
tax
rate
on
a
 comparable year-to-year basis.
 Adjusted effective income tax rates are calculated as follows:
Ended
 2025
 2024
 (Except Per Share Data)
 Earnings (a)
 Income
 Taxes
 Earnings (a)
 Income
 Taxes
 As reported
 $
 2,835.0
 $
 573.7
 $
 3,028.3
 $
 594.5
 (95.9)
 (11.1)
 -
 -
 87.5
 20.2
 38.8
 10.4
 49.1
 11.3
 14.0
 2.1
 (15.7)
 (3.6)
 (39.1)
 (9.0)
 13.9
 2.0
 0.2
 0.1
 8.3
 1.9
 18.5
 5.9
 Project-related costs
 0.5
 0.2
 2.0
 0.7
 -
 -
 220.2
 58.4
 -
 -
 (53.2)
 (12.9)
 -
 -
 (30.3)
 (7.0)
 As adjusted
 $
 2,882.7
 $
 594.6
 $
 3,199.4
 $
 643.1
 Effective tax rate:
 As reported
 20.2%
 19.6%
 As adjusted
 20.6%
 20.1%
 Sum of adjustments to income taxes
 $

20.9
 $

48.6
 Average number
of common shares - diluted EPS
 557.5
 579.5
 Impact of income tax adjustments on adjusted diluted EPS
 $
 (0.04)
 $
 (0.08)
 (a)
 Earnings before income taxes and after-tax earnings from joint ventures.
 For more information on the reconciling items, see the Significant Items Impacting Comparability section above.

 Constant-currency After-Tax
Earnings from Joint Ventures
Growth Rate
 We
this measure
provides useful
investors because
it provides
transparency to
underlying performance
of
 our joint
ventures by
excluding the
that foreign
currency exchange
rate fluctuations
have on
comparability given
 volatility in foreign currency exchange markets.
 After-tax earnings from joint ventures growth rate on
a constant-currency basis are calculated as follows:
 Percentage change in after-tax earnings from joint ventures as reported
 (32)
 %
 Impact of foreign currency exchange
 (3)
 pts
 Percentage change in after-tax earnings from joint ventures on
a constant-currency basis
 (29)
 %
 Net Sales Growth Rate for Canada Operating Unit on a Constant-currency
Basis
 We
this
of
our
unit
net
sales
to
investors
it
 transparency to
the underlying
performance for
the Canada operating
unit within our
segment by
excluding the
that
rate
have
on
comparability
given
in
 exchange markets.
 Net sales growth rate for our Canada operating unit on a constant-currency
basis is calculated as follows:
 Percentage change in net sales as reported
 (17)
 %
 Impact of foreign currency exchange
 (3)
 pts
 Percentage change in net sales on a constant-currency basis
 (14)
 %
 Constant-currency Segment Operating Profit Growth Rates
 We
this measure
provides useful
investors because
it provides
transparency to
underlying performance
of
 our
by
excluding
the
that
rate
have
on
comparability
given
 volatility in foreign currency exchange markets.
 Our segments' operating profit growth rates on a constant-currency
basis are calculated as follows:
 in Operating Profit
 as Reported
 Impact of Foreign
 Currency Exchange
 in Operating Profit
 on Constant-
 Currency Basis
 (11)
 %
 Flat
 (11)
 %
 (23)
 %
 pts
 (33)
 %
 North America Pet
 %
 Flat
 %
 North America Foodservice
 %
 Flat
 %
 Forward-Looking Financial Measures
 Our fiscal
2026 outlook
for organic
growth, constant-currency
adjusted operating
profit and
adjusted diluted
EPS, and
free
 cash
flow
are
non-GAAP
that
exclude,
or
have
otherwise
been
for,
items
impacting
 comparability,
the
of
rate
and
charges,
 acquisition
and
integration costs,
acquisitions,
divestitures,
mark-to-market
effects,
and
a 53rd
week.
 We
 are not
able to
 reconcile
these
non-GAAP
to
their
most
directly
comparable
GAAP
without
unreasonable
efforts
we
are
unable
to
predict
with
a
degree
of
certainty
the
actual
of
in
rates
and
or
the
timing
or
of
acquisitions,
divestitures,
and
and transformation
actions throughout
fiscal 2026.
The unavailable
information could
have a
significant impact
on our
 fiscal 2026 GAAP financial results.

 For fiscal 2026, we
currently expect: the net impact
from foreign currency exchange
rates (based on a blend
of forward and forecasted
 rates and hedge
positions), acquisitions and
divestitures completed
prior to fiscal
2026 and those
expected to close
in fiscal 2026,
and
 a 53rd week
to reduce net
sales growth by
approximately 4 percent;
foreign currency
exchange rates to
have an immaterial
impact on
and
diluted
EPS
growth;
and
and
and
and
 acquisition integration costs related to actions previously announced
to total approximately $90 million to $95 million.
 ITEM 7A - QUANTITATIVE
AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

 We
are
exposed
to
risk
stemming
from
in
and
rates
and
and
prices.
 Changes
in
these
could
cause
in
our
and
cash
flows.
In
the
normal
course
of
business,
we
actively
our
to
these market
risks
by entering
into various
hedging
transactions,
authorized
under
policies
that
 place controls
on these
activities. The
counterparties
in these
transactions are
highly rated
institutions. We
establish
 limits for
each counterparty.
Our hedging
transactions include
but are
not limited
to a variety
of derivative
financial instruments.
For
on
rate,
exchange,
and
instrument
risk,
please
see
Note
to
the
 Financial Statements in Item 8 of this report.
 VALUE
AT RISK
 The
in
the
table below
are
intended
to measure
the
maximum
we
could
lose
in one
day
from
adverse
in
prices,
and
under
normal
 A
 Monte Carlo
value-at-risk (VAR)
methodology was
used to
quantify the
market risk
exposures. The
models assumed
normal
 market conditions and used a 95 percent confidence level.
 The
VAR
calculation
used
historical
and
and
and
from
the
past
year
to
 estimate the
potential volatility
and correlation
of these
rates in
the future.
The market
data were
drawn from
the RiskMetrics
data
 set.
The
calculations
are
not
intended
to
represent
actual
in
fair
value
that
we
to
incur.
Further,
since
the
hedging
 instrument (the derivative) inversely correlates
with the underlying exposure, we would
expect that any loss or gain in the fair
 our
derivatives
would
be
by
an
or
in
the
fair
value
of
the
underlying
exposure.
The
calculations were:
debt; investments;
swaps; foreign
exchange forwards;
commodity swaps,
futures, and
 options; and
equity instruments.
The calculations
include the
underlying foreign
exchange and
commodities or
equity-related
 positions that are offset by these market-risk-sensitive instruments.

 The table below
presents the estimated maximum
potential VAR
arising from a
one-day loss in
fair value for
our interest rate, foreign
 currency, commodity,
and equity market-risk-sensitive instruments outstanding as of May 25,
2025.
 Average During
 Analysis of Change
 Interest rate instruments
 $
 $
 $
 Decrease in interest rates
 Foreign currency instruments
 Increase in rate volatility
 Commodity instruments
 Immaterial
 Equity instruments
 Immaterial

 CAUTIONARY STATEMENT
RELEVANT
TO FORWARD
-LOOKING INFORMATION
FOR THE PURPOSE OF "SAFE
 HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION
REFORM ACT OF 1995
 This report
contains or
incorporates by
statements within
the meaning
Private Securities
Litigation
 Reform Act
of 1995
our current
expectations and
assumptions. We
also may
make written
or oral
 statements, including statements contained in our filings with the
SEC and in our reports to stockholders.
 The words or
phrases "will likely
result," "are expected
to," "may continue,"
"is anticipated," "estimate,"
"plan," "project," or
similar
 expressions identify
"forward-looking statements"
within the
meaning of
the Private
Securities Litigation
Reform Act
of 1995.
Such
 statements are
subject to
certain risks
and uncertainties
that could
cause actual
results to
differ
materially from
historical results
and
 those currently anticipated or projected. We
caution you not to place undue reliance on any such forward-looking statements.
 In connection
with the "safe
harbor" provisions
of the Private
Securities Litigation
Reform Act of
1995, we are
identifying important
that could
our financial
and could
cause our
actual results
in future
periods
to differ
materially
from any
 current opinions or statements.
 Our future results could
be affected by a
variety of factors, such
as: imposed and threatened
tariffs by the United
States and its trading
 partners; disruptions
or inefficiencies
supply chain;
dynamics in
the consumer
foods industry
markets for
 our
new
introductions,
advertising
activities,
pricing
actions,
and
activities
of
our
 competitors;
conditions,
in
inflation
tax
tariffs,
or
the
availability
of
capital;
 product development
and innovation;
consumer acceptance
of new products
and product improvements;
consumer reaction
to pricing
 actions and
promotion levels;
acquisitions or
dispositions of
businesses or
assets; changes
in capital
structure; changes
in
 the legal and
regulatory environment, including
tax legislation, labeling
and advertising regulations,
and litigation; impairments
 carrying value
of goodwill, other
intangible assets,
or other long
-lived assets, or
changes in the
useful lives of
other intangible assets;
in accounting
standards
and
the impact
of critical
estimates; product
quality
and
safety issues,
recalls
 and
liability;
in
for
our
products;
of
advertising,
and
 programs; changes in
consumer behavior,
trends, and preferences, including
weight loss trends; consumer
perception of health-related
 issues, including obesity; consolidation
in the retail environment; changes
in purchasing and inventory
levels of significant customers;
in
the
cost
and
availability
of
chain
resources,
raw
packaging,
energy,
and
transportation;
 effectiveness of
restructuring,
transformation, and
cost saving
initiatives; volatility
market value
of derivatives
used to
 price risk for certain
commodities; benefit plan expenses
due to changes in plan
asset values and discount
rates used to determine plan
 liabilities; failure or
breach of our
information technology systems;
foreign economic
conditions, including
currency rate fluctuations;
 and political unrest in foreign markets and economic uncertainty
due to terrorism or war.
 You
should also consider the risk factors that we identify in Item 1A of this report, which could also
affect our future results.
 We undertake
no obligation to publicly revise any forward-looking
statements to reflect events or circumstances
after the date of those
 statements or to reflect the occurrence of anticipated or unanticipated events.

 ITEM 8 - Financial Statements and Supplementary Data

 REPORT OF MANAGEMENT RESPONSIBILITIES
 The
of
Inc.
is
responsible
for
the
fairness
and
accuracy
of
the
The
 statements
have
been
prepared
in
accordance
with
principles
that
are
accepted
in
the
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
of internal
controls that
assurance that
assets are
adequately
safeguarded
 and
are
accurately
in
all
respects,
in
accordance
with
management's
authorization.
We
maintain
a
 strong
audit program
that independently
evaluates
the adequacy
and effectiveness
of internal
controls. Our
internal controls
 for
appropriate
separation
of
duties
and
responsibilities,
and
there
are
documented
policies
use
of
our
and
proper
 financial reporting. These formally stated and regularly communicated
policies demand highly ethical conduct from all employees.
 The Audit
Committee of
of Directors
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.
 The Audit
Committee reviewed
and approved
annual financial
statements. The
Audit Committee
recommended,
and
of Directors
approved, that
the consolidated
financial statements
be included
Annual Report.
The Audit
 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
Chief Financial Officer

 Report of Independent Registered Public Accounting Firm
 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
Inc. and
subsidiaries
(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
years
in
the
three-year
ended
May 25, 2025,
and
the
notes
and
statement
schedule
II
 (collectively,
the consolidated
financial statements).
We
also have
audited the
over financial
reporting as
 of
May 25, 2025,
based
on
criteria
in
 Internal
Control
–
Integrated
Framework
(2013)

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
accepted accounting
principles. Also in
our opinion,
the
 Company maintained,
in all material
respects, effective
over financial
reporting as of
May 25, 2025, based
on criteria
in
 Internal
Control
–
Integrated
Framework
(2013)

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
reporting,
and
for
its
of
the
of
control
over
reporting,
in
the
 accompanying Management's
Report on
Internal Control
over Financial
Reporting. Our
responsibility is
to express
an opinion
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
the consolidated
financial statements
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
statements,
due
to
error
or
fraud,
and
performing
that
respond
to
those
risks.
Such
examining,
on
a
test
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
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
of internal
control based
assessed risk.
Our audits
also included
 performing
such other
procedures as
we considered
necessary in
the circumstances.
We
our audits
provide a
 basis for our opinions.
 Definition and Limitations of Internal Control
Over Financial Reporting
 A company's
internal control over financial reporting is a
process designed to provide reasonable assurance
regarding the reliability of
 financial reporting and
the preparation of
financial statements for
external purposes in
accordance with generally
accepted accounting
 principles.
A
company's
control
over
includes
those
policies
and
that
(1)
pertain
to
the
 maintenance
of
records
that,
in
detail,
accurately
and
fairly
reflect
the
and
dispositions
of
the
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
 accordance
with
authorizations
of
and
directors
of
the
company;
and
(3)
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
consolidated financial statements
 that was communicated
or required to
be communicated to
the audit committee
and that: (1) relates
to accounts or
disclosures that are
 material to
the consolidated
financial statements
and (2)
involved our
especially challenging,
subjective, or
complex judgments.
The
 communication
of
a
critical
audit matter
does
not
alter
in any
way
our
opinion
statements, taken
as a
 whole, and
we are
not, by
communicating the
critical audit
matter below,
providing a
separate opinion
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
and
$6,816.7
respectively.
The
tests
for
these
 assets, which
are performed
annually and
events or
indicate that
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
to make
judgments
about
highly subjective
matters,
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
judgment
required
in
evaluating
audit
evidence,
which
of
about
results,
specifically
the
rates
and
margins,
rates
and
 subjective inputs used to estimate the discount rates.
 The
are
the
primary
we
performed
to address
this critical
audit
matter.
We
the
design
and
the
of
controls
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
brand intangible
assets. We
performed
sensitivity analyses
over the
revenue growth
 rates, operating margins, brand
royalty rates and discount rates
to assess the impact of
other points within a range
of potential
 assumptions.
We
the
rates
and
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
rate,
by
comparing
them
against
rate
ranges
 that
were
independently
developed
using
publicly
available
data
for
comparable
entities
and
the
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

 Consolidated Statements of Earnings
 (In Millions, Except per Share Data)
 2025
 2024
 2023
 $
 $
 $
 20,094.2
 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)
 Restructuring, transformation, impairment, and other exit costs
 78.3
 241.4
 56.2
 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
 After-tax earnings from joint ventures
 57.6
 84.8
 81.3
 Net earnings, including earnings attributable to noncontrolling interests
 2,518.6
 2,609.6
 Net earnings attributable to noncontrolling interests
 23.7
 22.0
 15.7
 Net earnings attributable to General Mills
 $
 $
 $
 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

 Consolidated Statements of Comprehensive Income
 (In Millions)
 2025
 2024
 2023
 Net earnings, including earnings attributable to noncontrolling interests
 $
 $
 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)
 Other fair value changes:
 ( 3.2)
 1.3
 Reclassification to earnings:
 33.9
 -
 ( 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)
 Total comprehensive
 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

 Consolidated Balance Sheets
 (In Millions, Except Par Value)
 ASSETS
 Current assets:
 Cash and cash equivalents
 $
 363.9
 $
 418.0
 Receivables
 1,795.9
 1,696.2
 1,910.8
 1,898.2
 Prepaid expenses and other current assets
 464.7
 568.5
 Assets held for sale
 740.4
 -
 Total current
 5,275.7
 4,580.9
 Land, buildings, and equipment
 3,632.6
 3,863.9
 15,622.4
 14,750.7
 Other intangible assets
 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
 Other current liabilities
 1,624.0
 1,419.4
 Liabilities held for sale
 18.4
 -
 Total current
 7,857.3
 7,033.1
 Long-term debt
 12,673.2
 11,304.2
 Deferred income taxes
 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
 20,971.8
 Common stock in treasury,
at cost, shares of
 212.2

and
 195.5
 ( 11,467.9)
 ( 10,357.9)
 Accumulated other comprehensive loss
 ( 2,545.0)
 ( 2,519.7)
 Total stockholders'
 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)
 2025
 2024
 2023
 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:
 20,971.8
 19,838.6
 18,532.6
 Net earnings attributable to General Mills
 Cash dividends declared ($
 2.40
, $
 2.36
, and $
 2.16

per share)
 ( 1,338.7)
 ( 1,363.4)
 ( 1,287.9)
 Capital appreciation paid to holder of Class A limited

membership interests in General Mills Cereals, LLC

 ( 10.5)
 -
 -
 21,917.8
 20,971.8
 19,838.6
 Common stock in treasury:
 ( 195.5)
 ( 10,357.9)
 ( 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)
 ( 10,357.9)
 ( 168.0)
 ( 8,410.0)
 Accumulated other comprehensive loss:
 ( 2,519.7)
 ( 2,276.9)
 ( 1,970.5)
 Comprehensive loss
 ( 25.3)
 ( 242.8)
 ( 306.4)
 ( 2,545.0)
 ( 2,519.7)
 ( 2,276.9)
 Noncontrolling interests:
 251.8
 250.4
 245.6
 Comprehensive income

 24.1
 22.1
 15.4
 Distributions to noncontrolling interest holders
 ( 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

 Consolidated Statements of Cash Flows
 (In Millions)
 2025
 2024

 2023

 Cash Flows - Operating Activities
 Net earnings, including earnings attributable to noncontrolling interests
 $
 $
 2,518.6
 $
 2,609.6
 Adjustments to reconcile net earnings to net cash provided by operating activities:
 Depreciation and amortization
 539.0
 552.7
 546.6
 After-tax earnings from joint ventures
 ( 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
 Deferred income taxes
 ( 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)
 Restructuring, transformation, impairment, and other exit costs
 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
 Net cash provided by operating activities
 2,918.2
 3,302.6
 2,778.6
 Cash Flows - Investing Activities
 Purchases of land, buildings, and equipment
 ( 625.3)
 ( 774.1)
 ( 689.5)
 Acquisitions, net of cash acquired
 ( 1,419.3)
 ( 451.9)
 ( 251.5)
 Investments in affiliates, net
 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
 ( 1,338.7)
 ( 1,363.4)
 ( 1,287.9)
 Distributions to noncontrolling interest holders
 ( 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:
 Receivables
 $
 ( 79.0)
 $
 ( 1.8)
 $
 ( 41.2)
 ( 18.5)
 287.6
 ( 319.0)
 Prepaid expenses and other current assets
 80.8
 167.0
 61.6
 Accounts payable
 86.7
 ( 251.2)
 199.8
 Other current liabilities
 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
other
than
grain
are
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.
States are
at
the lower
of
cost, using
the
first-in,
first-out
(FIFO) method,
or net
 realizable value.
 Shipping
costs associated
distribution of
finished product
customers are
recorded as
sales and
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
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
accounts
are
relieved
of
its
cost
and
accumulated
and
the
gains
and
losses,
if
any,
are
 recognized in earnings.

 Long-lived assets
are reviewed
for impairment
whenever events
or changes
in circumstances
indicate that
an
 asset
(or
asset
group)
may
not
be
recoverable.
An
loss
would
be
when
undiscounted
cash
 flows from
the operation
and disposition
asset group
are less
than the
carrying amount
asset group.
Asset groups
have
 identifiable cash
flows and
are largely
independent of
other asset groups.
Measurement of
an impairment
loss would
be based
 excess
of
the
the
asset group
over
its fair
value.
Fair
value
is measured
using
a discounted
cash
flow model
or
 independent appraisals, as appropriate.

 Goodwill and Other Intangible Assets

is
not
to
amortization
and
is
for
annually
and
events
or
in
 indicate that impairment may have
occurred. We
perform our annual goodwill and
indefinite-lived intangible assets impairment
test as
first day
fiscal year.
Impairment testing
is performed
for each
reporting units.
We
compare
 the
value
of
a
unit,
goodwill,
to
the
fair
value
of
the
unit.
Carrying
value
is
based
on
the
and
with
the
of
that
unit,
which
often
allocation
of
shared
or
items
among
units.
If
the
of
a
unit
exceeds
its
fair
value,
has
occurred.
We
recognize
an
 impairment charge
amount by
which the carrying
unit exceeds
its fair
value up
total amount
of
 goodwill allocated
reporting unit.
Our estimates
of fair
value are
determined based
on a
discounted
model. Growth
 rates for sales and profits are determined using inputs from our long-range
planning process. We also make
estimates of discount rates,
 perpetuity growth assumptions, market comparables, and other factors.

 We evaluate the
useful lives of our other intangible assets, mainly brands, to
determine if they are finite or indefinite-lived.
Reaching a
 determination
on
life
judgments
and
the
of
obsolescence,
demand,
 competition, other economic
factors (such as the
stability of the industry,
known technological advances,
legislative action that

 in an uncertain or
changing regulatory environment,
and expected changes in
distribution channels), the level
of required maintenance
 expenditures,
and
the
lives
of
other
groups
of
assets.
Intangible
that
are
deemed
to
have
finite
lives
are
 amortized on a straight-line basis, over their useful lives, generally ranging
from

to

years.
 Our
mainly
with
the
 Blue
Buffalo
,

Pillsbury
,

Totino's
,
,

Old
El
Paso
,

Tiki
Pets
,

Annie's
,

,

Edgard
&
Cooper
,
 and

brands,
are
also
for
 annually and
whenever events
or changes
in circumstances
indicate that
their carrying
value may
not be recoverable.
Our estimate
of
the brands
is based
on a
discounted cash
flow model
using inputs
which included
projected revenues
from our
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
cash flows
and are
largely independent
of other
assets. Measurement
of an
impairment loss
would
 be
the
excess of
the asset
over
its fair
value.
Fair
value
is measured
using
a discounted
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
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
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
determine
our
right
of
use
and
lease
liabilities.
Variable
rental
are
 recognized in the period in which the obligation is incurred.

 As
most
of
our
lease
do
not
an
implicit
rate,
we
apply
an
incremental
borrowing
rate
based
on
the
 information available at the commencement date of the lease arrangement
to determine the present value of lease payments.

 Investments in Unconsolidated Joint Ventures

 Our
in
companies
over
which
we
have
the
to
exercise
influence
are
stated
at
cost
plus
our
share
of
 undistributed
or
losses.
We
receive
from
joint
ventures,
incur
(primarily
research
 and
development),
and
record
the
tax
of
joint
venture
that
are
structured
as
partnerships.
In
addition,
we
 make
advances
to
our
joint
ventures
in
the
form
of
loans
or
investments.
We
also
sell
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
result of
ongoing operating
losses, projected
decreases in
earnings, increases
 capital,
or
disruptions.
The
used
to
fair
value
and
 profitability,
spending,
and
taxes,
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
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
 consideration
payable
to
our
customers,
trade
promotion,
coupon
redemption
and
other
reductions
to
the
estimated allowances
for
returns, unsalable
product,
and
prompt
pay
discounts.
Sales, use,
value-added,
 and
other
excise
taxes
are
not
in
revenue.
Trade
promotions
are
using
judgment
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
in
in
a
subsequent
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,
returned
in
saleable
condition
is
resold
to
other
or
outlets.
Receivables
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,
conditions,
and reasonable
and
supportable
forecasts of
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
and
cash
flows
are
affected
by
 factors. We do
not have material contract assets or liabilities arising from our contracts with customers.

 Environmental Costs

 Environmental costs
relating to
existing conditions
caused by
past operations
that do
not contribute
to current
or future
revenues are
 expensed. Liabilities
for anticipated
remediation costs
are recorded
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
and
process
innovation,
and
the
expenditures
are
comprised
of
salaries,
 wages, consulting, and supplies
attributable to R&D activities.
Other costs include depreciation
and maintenance of research
facilities,
 including assets at facilities that are engaged in pilot plant activities.

 Foreign Currency Translation

 For
all
operations,
the
functional
is
the
local
currency.
and
of
these
are
 translated
at
the
period-end
rates.
Income
statement
accounts
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
from
are
in
net
for
the
period,
except
for
gains
and
on
in
subsidiaries
for
which
settlement
planned
for
the foreseeable
future and
gains and
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
recorded in
either current
or noncurrent
assets or
liabilities based
on their
maturity.
Changes in
values of
 derivatives are
recorded in
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
on
in
AOCI
are
 reclassified
to
in
the
the
hedged
item
affects
earnings.
If
the
underlying
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
valuation
model.
Generally,
 stock-based
is recognized
straight
line over
the
Our stock-based
expense is
in
 selling, general
,
and administrative
(SG&A) expenses
and cost
of sales
Consolidated Statements
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
stock-based
award
to
be vested
when
the employee's
or
director's
retention
of
the
 award
is
no
longer
contingent
on
providing
subsequent
Accordingly,
the
cost
for
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
and foreign
benefit plans
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
and
Mexico.
We
recognize
an
for
any
of
these
that
vest
or
accumulate
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
us to
make estimates
and assumptions
that affect
reported amounts
of assets
and
liabilities, disclosures
of contingent
 and liabilities
at the
date of
the financial
statements, and
the reported
amounts of
revenues and
expenses during
 These
our
for
recognition,
valuation
of
long-lived
assets, intangible
taxes,
and
 defined benefit pension, other postretirement benefit and postemployment
benefit plans. Actual results could differ from our
estimates.

 New Accounting Standards

fourth quarter
2025,
we adopted
new accounting
to enhanced
segment disclosure
requirements.
 The
new
standard
of
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
on
our
of
and
position.
See
Note
to
the
 consolidated Financial Statements for additional information on the
impact to our related disclosure.
 In
the
first
of
2024,
we
adopted
new
for
enhanced
disclosures
to
supplier
financing
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
presented
the
key
terms
of
these
programs
and
the
outstanding.
The
adoption
of
this
guidance
did
not
have
a
on
our
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
to transitioning
from
discounted
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

the
third
of
2025,
we
acquired
NX
Pet
Holding,
Inc.,
representing
Whitebridge
Pet
Brands'
North
American
 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
Pet Brands
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

million. The
goodwill is
included in
the North
segment and
deductible
 for tax
purposes. The
pro forma effects
of this acquisition
were not material.
We
have conducted
a preliminary
assessment of
 value
acquired
liabilities of
the business
and
we are
continuing our
review of
these items
the measurement
If
new
is obtained
about
facts
and
that
existed
at
the
acquisition
date,
the
acquisition
 will
be
revised
to
reflect
the
adjustments
to
of
those
items.
The
are
in
our
 North America Pet operating segment on a one-month lag.
the
second
of
2025,
we
entered
into
to
sell
our
North
American
yogurt
to
 affiliates of Groupe Lactalis S.A. (Lactalis) and
Sodiaal International (Sodiaal) for approximately $
 2.1

billion. During the third quarter
 of
2025,
we
completed
the
sale
of
our
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
to
completion
of
other
customary
closing
We
to
close
the
 transaction and
record a
pre-tax gain
sale of
this business in
the first
quarter of
fiscal 2026.
We
have classified
relevant assets
 and
with
our
States yogurt
business as
held
for
sale in
our Consolidated
Sheets
as of
May
25,
 2025.

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

 $
 56.2
 Prepaid expenses and other current assets
 15.3
 Land, buildings, and equipment
 230.5
 252.6
 Other intangible assets
 160.7
 Other assets
 25.1
 Assets held for sale
 $
 740.4
 Other current liabilities
 $
 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.
the
first
of
2025,
we
paid
$
 7.7

to
a
purchase price
holdback
after closing
conditions
 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

and
a
finite-lived
customer
 relationship asset
of $
 14.2

million. The
goodwill is
included in
the International
segment and
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.

the first
2023,
we
acquired
TNT Crust,
a
manufacturer
of high-quality
frozen pizza
crusts
for
regional
and
 national pizza
chains, foodservice
distributors, and
retail outlets,
for a
purchase price
of $
 253.0

million. We
financed the
 with U.S. commercial paper.
We consolidated
the TNT Crust business into
our Consolidated Balance Sheets
and recorded goodwill of
 $
 156.7

million. The
goodwill is
included in
the North
America Foodservice
segment and
deductible for
tax purposes.
The pro
 forma effects of this acquisition were not material.

first quarter
2023,
we completed
the sale
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.
2024, we
recorded $
 103.1

non-cash impairment
charges related
 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
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
 severance,
contract
termination
fees,
and
decommissioning
and
other
costs.
Accelerated
with
restructured
 assets, as
used in
the context
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
 Charges associated with restructuring actions previously
 17.4
 Total restructuring
and transformation charges
 $
 87.5

 In
2025,
we
approved
a
multi-year
global
to
drive
productivity
by
enhancing
end-to-end
processes,
enabled
by
targeted
organizational
actions.
We
to
incur
$

of
 charges related
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
restructuring charges
that we
expect to
incur related
to our previously
announced actions
 in the International segment to optimize
our H agen-Dazs shops network. As a result,
we expect to incur approximately $

 incremental
to
these
actions,
of
which,
$

will
be
cash.
These
incremental
 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
restructuring charges
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
 Charges associated with restructuring actions previously
 20.2
 Total restructuring
 $
 38.8

 Restructuring charges recorded in fiscal 2023 were

 Global supply chain actions
 $
 36.2
 Network optimization actions
 6.4
 Charges associated with restructuring actions previously
 18.4
 Total restructuring
 $
 61.0

 Restructuring,
transformation,
and
and
project-related
costs
are
classified
in
our
 Consolidated Statements of Earnings as follows:

 2025
 2024
 2023
 Restructuring, transformation, impairment, and other exit costs
 $
 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)
 ( 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,
transformation,
exit costs do
not include
items
 charged
directly
to
asset
charges,
the
gain
or
loss
on
the
sale
of
restructured
and
the
write-off
of
 spare parts)
periodic exit
costs recognized
as incurred,
as those
items are
not reflected
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

the
and
CPW
also
markets
cereal
bars
in
European
and
 manufactures private label cereals for
customers in the United Kingdom.
guaranteed a portion of CPW's
debt and its pension
 obligation in the United Kingdom.

 We
also have
a

percent interest
in H agen-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:

 2025
 2024
 2023
 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:

 2025
 2024
 2023
 Net sales:
 CPW

 $
 1,647.3
 $
 1,718.5
 $
 1,618.9
 HDJ
 323.1
 319.3
 338.5
 Total net sales
 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:

 $
 15,622.4
 $
 14,750.7
 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
 Other intangible assets
 7,081.4
 6,979.9
 Total
 $
 22,703.8
 $
 21,730.6

 Based on
finite-lived intangible
assets as of
2025, amortization
expense for
each of
the next five
 years is estimated to be approximately $

 The changes in the carrying amount of goodwill for fiscal 2023, 2024, and 2025
are as follows:

 North
 North
 North
 (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)

currency translation
 ( 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)

currency translation
 ( 0.5)
 -
 ( 0.1)
 7.7
 4.5
 11.6
 Balance as of May 26, 2024
 6,541.9
 6,062.8
 805.5
 917.1
 423.4
 14,750.7
 -
 1,086.7
 -
 -
 -
 1,086.7
 ( 14.6)
 -
 -
 -
 -
 ( 14.6)
 Reclassified to assets held for sale
 ( 202.6)
 -
 ( 50.0)
 -
 -
 ( 252.6)

currency translation
 ( 1.2)
 -
 -
 34.6
 18.8
 52.2
 Balance as of May 25, 2025
 $
 6,323.5
 $
 7,149.5
 $
 755.5
 $
 951.7
 $
 442.2
 $
 15,622.4

 (a)
 The
amounts
of
within
the
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)
amortization and foreign currency translation
 ( 32.5)
 Balance as of May 28, 2023
 6,967.6
 132.6
 Impairment charges
 ( 103.1)
amortization and foreign currency translation
 ( 17.2)
 Balance as of May 26, 2024
 6,979.9
 320.0
 ( 44.4)
 Reclassified to assets held for sale
 ( 160.7)
amortization and foreign currency translation
 ( 13.4)
 Balance as of May 25, 2025
 $
 7,081.4

 Our
and
test
was
performed
on
the
first
day
of
the
second
of
2025,
and
we
determined
there
was
 no

of
our
as
their
fair
were
substantially
in
 excess of the
carrying values,
except for
the
 Uncle Toby's

brand intangible
asset. In addition,
while having
significant coverage
as of
 our
2025
date,
the
,
,
 True
Chews
,
and
 Kitano

brand
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
recorded a
$
 117.1

 non-cash
charge.
In
addition,
as
a
result
of
lower
sales
and
projections
for
the
 supporting
our
 Top
Chews
,
 True
Chews
,
and
 EPIC

brand
we
$
 103.1

of
non-cash
in
2024.
We
in
 restructuring, transformation, impairment, and other exit costs

in
our
 Consolidated Statements
of Earnings.
Our estimates
fair values
were determined
a discounted
cash flow model
using

 inputs which
our long-range
projections
for
the businesses,
rates, weighted
-average
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,
facilities,
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:

 2025
 2024
 2023
 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
 Fiscal 2026
 $
 134.0
 $
 -
 Fiscal 2027
 99.5
 0.6
 Fiscal 2028
 78.7
 0.4
 Fiscal 2029
 57.9
 -
 Fiscal 2030
 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
presented
in
the
table
above
exclude
$
 82.5

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:

 2025
 2024
 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
of
cash
and
cash
equivalents,
receivables,
accounts
payable,
other
and
notes
payable
 approximate fair
value. Marketable
securities are
carried at
fair value.
As of
2025, and
May 26,
2024, a
comparison of
cost
 and market values of our marketable debt and equity securities is as follows:

 Cost
 Fair Value
 Gross Unrealized Gains
 Gross Unrealized Losses
 2025
 2024
 2025
 2024
 2025
 2024
 2025
 2024
 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
on
the
sale
of
marketable
securities
in
2025.
Net
realized
on
the
sale
of
 marketable securities were $
 7.6

million in fiscal 2024. Gains and losses are determined by specific identification.
 Classification
of
marketable
securities
as
or
noncurrent
is
dependent
upon
our
intended
holding
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
 Fair Value
 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
and foreign
currency exchange
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
price
of
commodities
purchased
for
use
in
our
chain.
We
our
exposures
a
 combination of purchase orders, long-term
contracts with suppliers, exchange-traded
futures and options, and over-the-counter
 and swaps.
We
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
perform the
assessments required
to achieve
 hedge accounting for
commodity derivative positions.
Accordingly,
the changes in
the values of
these derivatives are
recorded in
cost
 of sales in our Consolidated Statements of Earnings.

 Although we do
not meet the
criteria for
cash flow hedge
accounting, we believe
that these instruments
are effective
in achieving our
 objective of providing certainty
in the future price of commodities purchased
for use in our supply chain.
Accordingly, for
purposes of
 measuring
these
gains
and
are
in
unallocated
items
of
 operating results
until such time
that the exposure
we are managing
affects earnings.
At that time,
we reclassify
the gain or
loss from
 unallocated
items
to
profit,
allowing
our
to
realize
the
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:

 2025
 2024
 2023
 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
derivatives
was
$
 227.1

of
which
$
 134.6

to
 agricultural inputs and
$
 92.5

million related to
energy inputs. These
contracts relate to
inputs that generally
will be utilized
within the
 next

months.

 INTEREST RATE RISK
 We
are
exposed
to
rate
with
regard
to
issuances
of
debt,
and
existing
and
issuances
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
financing
costs,
and
to
achieve
a
desired
proportion
of
versus
floating-rate
debt,
 based
on
and
projected
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
issuances
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
reclassified
 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
in
the
fair
value
of
the
underlying
debt
and
derivatives,
using
incremental
borrowing
rates
currently
 available on loans with similar terms and maturities.

the fourth
quarter of
fiscal 2025,
we entered
into a

 750.0

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

 of
notes
due
 January 30, 2035
.
Upon
termination,
a
gain
of $
 0.1

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
$
 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
 January 30, 2035
 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
 Fiscal 2026
 $
 681.7
 Fiscal 2030
 750.0
 Fiscal 2032
 852.2
 Total
 $
 2,283.9

 FOREIGN EXCHANGE RISK
 Foreign currency
fluctuations affect
our net
investments in
foreign subsidiaries
and foreign
currency cash
flows related
to third
party
 purchases,
intercompany
loans, product
shipments, and
foreign-denominated
debt.
We
are also
exposed
translation of
to
the
U.S.
dollar.
Our
exposures
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
commercial
 paper
borrowings
and
nonfunctional
intercompany
loans
back
to U.S.
dollars
or
the
functional
entity
with
 foreign exchange exposure.
The gains or losses
on these derivatives offset
the foreign currency
revaluation gains or losses
recorded in
 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
also have
net investments
in foreign
subsidiaries that
are denominated
in euros.
We
hedged a portion
of these net
investments by
 issuing
euro-denominated
commercial
paper
and
forward
contracts.
As of
May
25,
2025,
we
hedged
a
portion
of
 these net
with
 4,742.8

euro denominated
bonds. As
of May
25, 2025,
we had
deferred
net foreign
 transaction losses of $
 123.5

million in AOCI associated with net investment hedging activity.
 EQUITY INSTRUMENTS
 Equity
price
movements
our
as
made
by
our
in
our
deferred
 compensation plan
are revalued. We
use equity swaps
to manage this
risk. As of
May 25, 2025,
the net notional
amount and maturity
 dates of our equity swap contracts outstanding are as follows:

 Notional Amount
 Fiscal 2026
 $
 194.5
 Fiscal 2027
 8.2
 Total
 $
 202.7

 FAIR VALUE
MEASUREMENTS AND FINANCIAL STATEMENT
PRESENTATION
 The
fair
of
our
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:

 Fair Values
of Assets
 Fair Values
of Liabilities
 Total
 Total
 Derivatives designated as hedging instruments:
 Interest rate contracts (a) (b)
 $
 -
 $
 5.0
 $
 -
 $
 5.0
 $
 -
 $
 ( 11.4)
 $
 -
 $
 ( 11.4)
 Foreign exchange contracts (a) (c)
 -
 4.1
 -
 4.1
 -
 ( 13.5)
 -
 ( 13.5)
 Total
 -
 9.1
 -
 9.1
 -
 ( 24.9)
 -
 ( 24.9)
 Derivatives not designated as hedging

instruments:
 Foreign exchange contracts (a) (c)
 -
 0.2
 -
 0.2
 -
 ( 1.3)
 -
 ( 1.3)
 Commodity contracts (a) (d)
 0.6
 0.9
 -
 1.5
 -
 ( 7.6)
 Grain contracts (a) (d)
 -
 2.2
 -
 2.2
 -
 ( 4.0)
 -
 ( 4.0)
 Total
 0.6
 3.3
 -
 3.9
 ( 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
 $
 $
 ( 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
are recorded
as cash
 and cash equivalents.

 (b)
Based on
EURIBOR,
SOFR, and
swap rates.
As of
May 25, 2025,
hedged debt
designated as
the hedged
 item in a fair
value hedge was $
 2,280.6

million, of which
$
 675.6

 1,605.0

million was classified
on the Consolidated
Sheets
within
portion
of
debt
and
debt,
respectively.
As of
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
marketplace.
 (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
in
the
marketplace.
These
were
with
 previously announced restructuring actions described in Note 4.

 Fair Values
of Assets
 Fair Values
of Liabilities
 Total
 Total
 Derivatives designated as hedging instruments:
 Interest rate contracts (a) (b)
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 ( 39.8)
 $
 -
 $
 ( 39.8)
 Foreign exchange contracts (a) (c)
 -
 5.7
 -
 5.7
 -
 ( 5.1)
 -
 ( 5.1)
 Total
 -
 5.7
 -
 5.7
 -
 ( 44.9)
 -
 ( 44.9)
 Derivatives not designated as hedging

instruments:
 Foreign exchange contracts (a) (c)
 -
 -
 -
 -
 -
 ( 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
are recorded
as cash
 and cash equivalents.

 (b)
Based on
EURIBOR,
SOFR, and
swap rates.
As of
May 26, 2024,
hedged debt
designated as
the hedged
 item in a
fair value hedge
was $
 1,116.6

million and was
classified on the
Consolidated Balance Sheets
within long-term
debt. As
 of May 26, 2024, the cumulative amount of fair value hedging basis adjustments
was $
 34.2

 (c)
Based on observable market transactions of spot currency rates and forward
currency prices.
 (d)
Based on prices of futures exchanges and recently reported transactions in the
marketplace.
 (e)
Based on prices of common stock, mutual fund net asset values, and bond matrix pricing.
 (f)
See Note 6.

 We did not
significantly change our valuation techniques from prior periods.

 The
debt
is estimated
using
inputs based
on quoted
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
of
our
debt,
 including the
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.

 Information
hedges,
hedges, and
other
derivatives
not designated
as hedging
instruments for
the
 fiscal years ended May 25, 2025, and May 26, 2024, follows:

 Interest Rate
 Contracts
 Foreign
 Exchange
 Contracts
 Equity
 Contracts
 Commodity
 Contracts
 Total
 2025
 2024
 2025
 2024
 2025
 2024
 2025
 2024
 2025
 2024
 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)
 0.9
 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
 -
 -
 -
 -
 -
 -
 3.0
 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
the amount of
loss reclassified from
AOCI into SG&A
was $
 10.2

million. For
the fiscal year
 ended
May 26,
2024,
the
of
gain
reclassified
from
AOCI
into
cost
of
sales
was
$
 7.0

and
the
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
 Consolidated Balance Sheets to the net fair values that could be reported
in our Consolidated Balance Sheets:

 Gross Amounts Not Offset
 in the Balance Sheet (d)
 Gross Amounts Not Offset
 in the Balance Sheet (d)
 Gross
 Recognized
 Gross
 Offset in the
 Balance Sheet
 Net Amounts
 of Assets
(a)
 Instruments
 Cash
 Received
 Net Amount
 (b)
 Gross
 Recognized
 Gross Assets
 Offset in the
 Balance Sheet
 Net Amounts
 of Liabilities
 (a)
 Instruments
 Cash
 Pledged
 Net Amount
 (c)
 Commodity contracts
 $
 1.5
 $
 -
 $
 1.5
 $
 $
 -
 $
 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
 -
 2.8
 -
 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.

 Gross Amounts Not Offset
 in the Balance Sheet (e)
 Gross Amounts Not Offset
 in the Balance Sheet (e)
 Gross
 Recognized
 Gross
 Offset in the
 Sheet (a)
 Net
(b)
 Instruments
 Cash
 Received
 Net Amount
 (c)
 Gross
 Recognized
 Gross
 Offset in the
 Sheet (a)
 Net
 (b)
 Instruments
 Cash
 Pledged
 Net Amount
 (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
 -
 -
 -
 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
 After-tax loss in AOCI related to hedge derivatives
 $

 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
within the
 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
rating
agencies.
If
our
debt
were
to
fall
below
grade,
the
counterparties
to
the
could
request
full
collateralization
on
in
net
liability
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

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
 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,
exchange,
and
and
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
of
to
any
one
party.
These
may
expose
us
to
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
 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
security
to
support
to
threshold
levels
of
and
 counterparty
risk.
are
either
cash
or
U.S.
Treasury
and
are
held
in
a
trust
account
that
we
may
 access if the counterparty defaults.
 We
offer
suppliers
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
suppliers as
stated in
our supplier
 agreements.

 The
roll
forward
of
our
obligations,
in
 accounts payable
,
payable
to
suppliers
who
utilize
these
services
is
as
 follows:

 Total
 Balance as of May 26, 2024
 $
 1,404.4
 Additions, including foreign currency translation
 4,116.8
 Payments
 ( 4,093.7)
 Balance as of May 25, 2025
 $
 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
 Interest Rate
 Notes Payable
 Weighted-
 Average
 Interest Rate
 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
2025,
we
entered
into
a
$
 2.7

billion
fee-paid
committed
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
facilities
contain
covenants,
a
requirement
to
maintain
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
of
2025,
we

 750.0

of
 3.6

notes
due
 April 17, 2032
.
We
used
the
net
 proceeds
to
repay
$
 800.0

of
 4.0

notes
due
 April 17, 2025

and
a
portion
of
our
outstanding
commercial
 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
quarter of fiscal
2025, we issued
$
 750.0

 5.25

percent fixed-rate notes
due
 January 30, 2035
. We
used the net
 proceeds to fund the Whitebridge Pet Brands acquisition.

 250.0

floating-rate notes
due
 April 22, 2026
. We
used the
net proceeds
to
 repay
 250.0

 November 8, 2024
.

 500.0

floating-rate notes
due
 October 22, 2026
. We
used the
net proceeds
 to repay
 500.0

 November 8, 2024
.

fourth quarter
of fiscal 2024,
we issued
 500.0

 3.65

percent fixed-rate
 October 23, 2030
. We
used the
net
 proceeds for general corporate purposes.
 In
the fourth
2024,
we issued

 500.0

of
 3.85

fixed-rate notes
due
 April 23, 2034
.
We
used
the net
 proceeds for general corporate purposes.
 In
the
third
quarter of
2024,
we
$
 500.0

of
 4.7

 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
 November 8, 2024
. We
used the net proceeds
 to repay
 250.0

 November 10, 2023
.

2024, we
issued $
 500.0

 5.5

percent fixed-rate
 October 17, 2028
. We
used the
net
 proceeds to repay $
 400.0

 October 17, 2023
, and for general corporate purposes.

 In the first
quarter of fiscal
2024, we issued

 500.0

million of floating-rate
 November 8, 2024
. 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
covenants.
 As of May 25, 2025, we were in compliance with all of these
 covenants.

 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
the hedged
transactions. The
amount expected
to be reclassified
from AOCI
 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
quarterly
preferred
distributions
from
available
net
 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
 three-month Term SOFR

plus
 basis points.
fourth quarter
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

to
account
appreciation
attributable
and
paid
to
the
holder
of
the
Class
A
Interests.
The
 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
of
operations,
and
cash
flows
of
our
non-wholly
owned
 subsidiaries
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:

 2025
 2024
 2023
 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:

 Noncontrolling
 Interests
 Tax
 Net
 Net
 Net earnings, including earnings attributable to

noncontrolling interests
 $
 $
 23.7
 Other comprehensive (loss) income:
 $
 ( 161.9)
 $
 46.6
 ( 115.3)
 0.4
 Net actuarial gain
 21.3
 ( 4.1)
 17.2
 -
 Other fair value changes:
 ( 8.0)
 0.6
 -
 Reclassification to earnings:
 Foreign currency translation (a)
 33.9
 -
 33.9
 -
 Hedge derivatives (b)
 ( 2.3)
 2.1
 -
 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
 Total comprehensive
 $
 2,269.9
 $
 24.1

 (a)
Loss reclassified from AOCI into earnings is reported in divestitures gain, net.
 (b)
Gain reclassified
from AOCI
into earnings
is reported
in interest,
net for
swaps and
in cost
of sales
and SG&A
 expenses for foreign exchange contracts.
 (c)
Loss reclassified from AOCI into earnings is reported in benefit plan non-service
income.

 Noncontrolling
 Interests
 Tax
 Net
 Net
 Net earnings, including earnings attributable to

noncontrolling interests
 $
 $
 22.0
 Other comprehensive (loss) income:
 $
 ( 98.4)
 $
 11.7
 ( 86.7)
 0.1
 Net actuarial loss
 ( 239.4)
 52.3
 ( 187.1)
 -
 Other fair value changes:
 ( 4.4)
 1.2
 ( 3.2)
 -
 Reclassification to earnings:
 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
 Total comprehensive
 $
 2,253.8
 $
 22.1

 (a)
Gain reclassified
from AOCI
into earnings
is reported
in interest,
net for
swaps and
in cost
of sales
and SG&A
 expenses for foreign exchange contracts.
 (b)
Loss reclassified from AOCI into earnings is reported in benefit plan non-service
income.

 Fiscal 2023
 Noncontrolling
 Interests
 Tax
 Net
 Net
 Net earnings, including earnings attributable to

noncontrolling interests
 $
 $
 15.7
 Other comprehensive (loss) income:
 $
 ( 110.2)
 $
 ( 110.5)
 Net actuarial loss
 ( 295.5)
 67.5
 ( 228.0)
 -
 Other fair value changes:
 3.8
 ( 2.5)
 1.3
 -
 Reclassification to earnings:
 Foreign currency translation (a)
 -
 -
 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)
 Total comprehensive
 $
 2,287.5
 $
 15.4

 (a)
Gain reclassified from AOCI into earnings is reported in divestitures gain,
net.
 (b)
Gain reclassified
from AOCI
into earnings
is reported
in interest,
net for
swaps and
in cost
of sales
and SG&A
 expenses for foreign exchange contracts.
 (c)
Loss reclassified from AOCI into earnings is reported in benefit plan non-service
income.

 In
2025,
2024,
and
2023,
except
for
reclassifications
to
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
 0.2
 Pension, other postretirement, and postemployment benefits:
 Net actuarial loss
 ( 1,726.8)
 ( 1,806.3)
 Prior service credits
 65.9
 81.7
 Accumulated other comprehensive loss
 $
 ( 2,545.0)
 $
 ( 2,519.7)

 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
form of
stock options,
stock, restricted
stock units,
and
of unrestricted
stock under
the 2022
Stock Compensation
Plan
(2022
Plan). The
2022
Plan
also provides
for
the issuance
of
 cash-settled
share-based
units, stock
appreciation
rights, and
performance-based
stock awards.
Stock-based
awards now
outstanding
some
under
the
2017
Stock
Plan,
under
which
no
further
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
of
stock
and
the
used
for
the
Black-Scholes
option-pricing
model
were
as
 follows:

 2025
 2024
 2023
 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
of
time
that
are
to
be
outstanding
based
on
historical
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
our Consolidated
Statements of
Cash Flows
as an
operating cash
flow.
Realized
 windfall
tax
and
shortfall
tax
deficiencies
to
the
exercise
or
of
stock-based
are
in
the
 Consolidated Statements
of Earnings.
 Windfall tax benefits from stock-based payments
in income tax expense in our Consolidated Statements of Earnings were as follows:

 2025
 2024
 2023
 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
 four-year

graded vesting or
 four-year

cliff vesting. Options
generally expire within
 10 years and one month

after the date of
grant. As
 of May 25, 2025, stock option awards outstanding include some granted under
the 2017 Stock Compensation Plan.
 Information on stock option activity follows:

 Options
 Outstanding
 (Thousands)
 Exercise Price Per
 Share
 Remaining
 Contractual Term
 (Years)
 Aggregate Intrinsic
 Value (Millions)
 Balance as of May 26, 2024
 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:

 2025
 2024
 2023
 Compensation expense related to stock option awards
 $
 15.8
 $
 13.9
 $
 12.3

 Net
cash
proceeds
from
the
exercise
of
stock
less
used
for
minimum
withholding
taxes
and
the
intrinsic
value
of
 options exercised were as follows:

 2025
 2024
 2023
 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
to
a
and
a
purchase
if
any
(as
determined
by
the
 Committee of
of Directors),
may be
granted to
key employees
2022 Plan.
Under the
2022 Plan,
restricted stock
 and
stock
units
are
with
 four-year

graded
or
 four-year

cliff
vesting.
Performance
share
units
are
 earned primarily
our future
achievement of
three-year goals
for average
organic net
sales growth
and cumulative
 cash
flow
and
a
relative
total
shareholder
modifier.
Performance
share
units
are
settled
in
stock
and
are
to
a
 three-year

and
The
sale
or
transfer
of
these
is
the
 Participants holding restricted stock,
but not restricted stock units
or performance share units, are
entitled to vote on
matters submitted
 to
holders
of
stock
for
a
vote.
These
accumulate
dividends
from
the
date
of
grant,
but
participants
only
receive
 payment
if the
awards vest.
As of
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
follows:

 Equity Classified
 Liability Classified
 Share-Settled Units
 (Thousands)
 Grant-Date Fair
 Value
 Share-Settled Units
 (Thousands)
 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

 2025
 2024
 2023
 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
that
vested
was
$
 113.8

in
2025,
$
 92.9

in
 2024, and $
 107.4

million in fiscal 2023.
 As of May
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:

 2025
 2024
 2023
 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
 2025
 2024
 2023
 Net earnings attributable to General Mills - as reported
 $
 $
 $
 Capital appreciation paid on Class A Interests in GMC (a)
 ( 10.5)
 -
 -
 Net earnings for EPS calculation
 $
 2,284.7
 $
 $
 Average number
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
 Average number
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:

 2025
 2024
 2023
 Anti-dilutive stock options, restricted stock units,

and performance share units
 4.7
 2.1
 0.8

 NOTE 14. RETIREMENT BENEFITS AND POSTEMPLOYMENT BENEFITS

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
2026.
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
care
to
many
retirees
in
the United
and
Brazil.
The
U.S.
 salaried
care
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
to these
plans in fiscal
2025
 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:

 2025
 2024
 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
 2034
 2033

 We
review our
cost trend
rates annually.
Our review
is based
on data
we collect
about our
claims experience
 and information
provided by our
actuaries. This information
includes recent
plan experience,
plan design, overall
industry experience
 and projections, and
assumptions used by other
similar organizations.
Our initial health
care cost trend
rate is adjusted
as necessary to
 remain consistent
with this
review,
recent experiences,
and short-term
expectations. Our
initial health
care cost
trend rate
assumption
 is
 7.9

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

is
reached
in
 2034

for
all
retirees.
The
trend
rates
are
applicable
for
calculations
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
care cost
premium.
Assumed trend
rates for
 health care costs have an important effect on the amounts reported
for the other postretirement benefit plans.
 Postemployment Benefit Plans

 Under certain
circumstances, we
also provide
accruable benefits,
primarily severance,
to former
or inactive
employees in
the United
and
Mexico.
We
recognize
an
for
any
of
these
that
vest
or
accumulate
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
other
and
plans
is
 presented below:

 Defined Benefit Pension
 Plans
 Other
 Postretirement
 2025
 2024
 2025
 2024
 2025
 2024
 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)
 Foreign currency
 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
 Service cost
 51.8
 56.8
 4.3
 4.7
 7.0
 7.4
 Interest cost
 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)
 Foreign currency
 5.2
 1.9
 ( 0.5)
 -
 -
 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
defined benefit
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
and other postretirement
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
plans had
of $
 11.5

unfunded.
benefit plans
are
not
 funded and had benefit obligations of $
 123.1

 129.0

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

 The
accumulated
for
all
plans
was
$
 5,540.2

as
of
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:

 Defined Benefit Pension
 Plans
 Other Postretirement
 Total
 2025
 2024
 2025
 2024
 2025
 2024
 2025
 2024
 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:

 2025
 2024
 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
 Postemployment Benefit Plans
 2025
 2024
 2023
 2025
 2024
 2023
 2025
 2024
 2023
 Service cost
 $
 51.8
 $
 56.8
 $
 70.3
 $
 4.3
 $
 4.7
 $
 5.1
 $
 7.0
 $
 7.4
 $
 8.4
 Interest cost
 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
 10.4
 Settlement or

curtailment gains
 -
 ( 4.0)
 ( 0.7)
 -
 -
 -
 -
 -
 -
 Net expense (income)
 $
 40.4
 $
 19.9
 $
 22.3
 $
 ( 53.1)
 $
 ( 50.9)
 $
 ( 50.6)
 $
 21.4
 $
 20.1
 $
 22.6

 Assumptions
assumptions used to determine fiscal year-end benefit obligations are

 Defined Benefit Pension
 Plans
 Other Postretirement
 Postemployment Benefit
 Plans
 2025
 2024
 2025
 2024
 2025
 2024
 Discount rate
 5.79
 %
 5.52
 %
 5.67
 %
 5.52
 %
 5.04
 %
 5.05
 %
 Rate of salary increases
 3.88
 4.23
 -
 -
 4.13
 4.46

assumptions used to determine fiscal year net periodic benefit expense are as follows:

 Other Postretirement Benefit
 Plans
 Postemployment Benefit Plans
 2025
 2024
 2023
 2025
 2024
 2023
 2025
 2024
 2023
 Discount rate
 5.52
 %
 5.18
 %
 4.39
 %
 5.52
 %
 5.19
 %
 4.36
 %
 5.05
 %
 4.55
 %
 3.62
 %
 Service cost

effective rate
 5.58
 5.27
 4.57
 5.58
 5.15
 4.41
 5.37
 5.00
 3.69
 Interest cost

effective rate
 5.40
 5.06
 4.03
 5.38
 4.96
 3.80
 5.05
 4.61
 3.35
 Rate of

salary increases
 4.23
 4.20
 4.18
 -
 -
 -
 4.46
 4.46
 4.46
 Expected long-term

rate of return on

 7.63
 7.13
 6.70
 7.79
 7.34
 6.76
 -
 -
 -

 Discount Rates
 We
the
service
and
cost
components
of
the
net
periodic
for
our
and
most
of
our
other
and
plans
utilizing
a
full
yield
curve
 approach
by applying
the specific
spot rates
along
the yield
curve used
to determine
the benefit
relevant projected
 cash flows. Our
discount rate assumptions
are determined annually
as of May 31
for our defined
benefit pension, other
 benefit, and
postemployment benefit
plan obligations.
We
also use
discount rates
as of
May 31 to
determine defined
benefit pension,
 other
postretirement benefit,
and
benefit plan
income and
expense for
the following
fiscal year.
We
work with
our
 outside actuaries
to determine
the timing
and amount
of expected
future cash
outflows to
plan participants
and, using
the Aa
Above
 Median corporate
bond yield,
to develop
a forward
curve, including
a margin
to that
index based on
our credit
risk. This
 forward interest rate curve is applied to our expected future cash outflows
to determine our discount rate assumptions.

 Fair Value
of Plan Assets
 The fair
values of
our pension
and postretirement
benefit plans'
their respective
levels in
value hierarchy
by asset
 category were as follows:

 May 31, 2025
 May 31, 2024
 Total
 Total
 Fair value measurement of pension

plan assets:
 Equity (a)
 $
 200.6
 $
 383.8
 $
 -
 $
 584.4
 $
 225.9
 $
 391.4
 $
 -
 $
 617.3
 Fixed income (b)
 1,529.7
 2,019.2
 -
 3,548.9
 1,497.0
 2,014.4
 -
 3,511.4
 Real asset investments (c)
 59.7
 -
 -
 59.7
 82.6
 -
 -
 82.6
 Other investments (d)
 -
 -
 0.1
 0.1
 -
 -
 0.1
 0.1
 Cash and accruals
 137.2
 0.1
 -
 137.3
 158.3
 0.1
 -
 158.4
 Fair value measurement of pension

 $
 1,927.2
 $
 2,403.1
 $
 0.1
 $
 4,330.4
 $
 1,963.8
 $
 2,405.9
 $
 0.1
 $
 4,369.8
 Assets measured at net asset value (e)
 986.8
 1,069.9
 Total pension plan
 $
 5,317.2
 $
 5,439.7
 Fair value measurement of

postretirement benefit plan assets:
 Fixed income (b)
 $
 90.5
 $
 -
 $
 -
 $
 90.5
 $
 95.1
 $
 -
 $
 -
 $
 95.1
 Cash and accruals
 33.7
 -
 -
 33.7
 24.9
 -
 -
 24.9
 Fair value measurement of

postretirement benefit

 $
 124.2
 $
 -
 $
 -
 $
 124.2
 $
 120.0
 $
 -
 $
 -
 $
 120.0
 Assets measured at net asset value (e)
 333.8
 343.2
 Total postretirement

 $
 458.0
 $
 463.2

 (a)
Primarily
publicly
traded
stock
for
purposes
of
total
and
to
maintain
consistent
with
policy
 allocations.
Investments
include:
and
public
securities,
and
futures
at
closing
from
national
exchanges,
commingled
funds
at
fair
value
using
the
unit
by
the
 managers,
and certain
private equity
securities valued
using
a matrix
of pricing
inputs reflecting
the best
 information available.
 (b)
Primarily government
and corporate
debt securities
and futures
for purposes
of total
return, managing
fixed income
exposure to
 policy allocations, and
duration targets. Investments
include: fixed income
securities and bond
futures generally valued
at closing
 prices from
national exchanges,
fixed income
pricing models,
and independent
financial analysts;
and fixed
income commingled
 funds valued at unit values provided by the investment managers, which
are based on the fair value of the underlying investments.
 (c)
Publicly traded common stocks in
energy,
real estate, and infrastructure for
the purpose of total return, which
are generally valued
 at closing prices from national exchanges.
 (d)
Insurance and
annuity contracts
to provide
a stable
stream of
income for
pension retirees.
Fair values
are based
 of the underlying investments and contract fair values established by the providers.
 (e)
Primarily limited
partnerships, trust-owned
life insurance,
common collective
trusts, and
certain private
equity securities
 measured at fair value using
the net asset value per
share (or its equivalent) practical
expedient and have not been
classified in the
 fair value hierarchy.

 There were
 no

transfers into or out of level 3 investments in fiscal 2025. During fiscal
2024, the initial public offering of certain equity
 securities
previously
priced
using
non-observable
inputs
resulted
in
the
transfer
of
$
 34.3

out
of
level
investments.
There
 were
 no

transfers into level 3 investments in fiscal 2024.
 Expected Rate of Return on Plan Assets
 Our expected
rate of return
on plan assets
is determined
by our asset
allocation, our
historical long-term
investment performance,
our
 estimate of future long-term returns
by asset class (using input from our
actuaries, investment services, and investment
managers), and
 long-term inflation
assumptions. We
review this assumption
annually for
each plan; however,
our annual
investment performance
for
 one particular year does not, by itself, significantly influence our evaluation.

asset allocations for our defined benefit pension and other postretirement benefit plans are

 Other Postretirement Benefit Plans
 2025
 2024
 2025
 2024
 Asset category:
 United States equities
 6.4
 %
 7.2
 %
 26.0
 %
 27.8
 %
 International equities
 4.4
 4.1
 14.9
 14.4
 Private equities
 9.3
 10.2
 9.1
 11.2
 Fixed income
 70.9
 68.3
 50.0
 46.6
 Real assets
 9.0
 10.2
 -
 -
 Total
 100.0
 %
 100.0
 %
 100.0
 %
 100.0
 %

 The investment
objective for
our defined
benefit pension
postretirement benefit
plans is
to secure
the benefit
obligations to
 participants
at
a
cost
to
us.
Our
goal
is
to
optimize
the
on
plan
at
a
moderate
level
of
risk.
The
 defined benefit
pension plan
and other postretirement
benefit plan
portfolios are
broadly diversified
across asset
classes. Within
asset
 classes,
the
portfolios
are
further
diversified
across
styles
and
organizations.
For
the
U.S.
plans,
the
policy
allocation
is:

to
equities
in
the
States;

to
 equities;

percent to private
equities;

percent to fixed
income; and

percent to real
assets (real estate,
energy,
and infrastructure).
 For other U.S. postretirement benefit plans, the long-term investment
policy allocations are:

percent to equities in the United States;

percent to international
equities;

percent to total
private equities; and

percent to fixed
income.
The actual allocations
to these
 asset classes may vary tactically around the long-term policy allocations based
on relative market valuations.
 Contributions and Future Benefit Payments
 We
do
 no
 t
to
be
required
to
make
to
our
other
and
 postemployment benefit
plans in
fiscal 2026.
Actual fiscal
2026 contributions
could exceed
our current
projections, as
influenced by
 our decision
to undertake
discretionary funding
of our benefit
trusts and
future changes
in regulatory
requirements. Estimated
 payments, which reflect expected future service, as appropriate, are
expected to be paid from fiscal 2026 to fiscal 2035 as follows:

 Defined Benefit
 Pension Plans
 Other
 Postretirement
 Gross Payments
 Fiscal 2026
 $
 360.9
 $
 30.9
 $
 22.8
 Fiscal 2027
 367.0
 28.6
 19.2
 Fiscal 2028
 372.7
 28.0
 17.6
 Fiscal 2029
 378.1
 27.4
 15.5
 Fiscal 2030
 382.9
 26.7
 13.9
 Fiscal 2031-2035
 1,965.2
 121.2
 56.9

 Defined Contribution Plans

 The
Mills
Savings
Plan
is
a
contribution
plan
that
covers
domestic
salaried,
hourly,
nonunion,
and
union
 employees.
This plan
is a
401(k)
savings plan
that includes
a number
of investment
funds, including
a Company
stock fund
and an
 Employee Stock
Ownership Plan
(ESOP). We
sponsor another
money purchase
plan for
certain domestic
hourly employees
with net
 assets of $
 19.7

million as of May 25, 2025, and $
 19.5

million as of May 26, 2024. We
also sponsor defined contribution plans in many
 of
our
locations.
Our
total
to
contribution
plans
was
$
 96.1

in
2025,
 $
 94.0

million in fiscal 2024, and $
 97.2

million in fiscal 2023.
 We
match a
percentage of
employee contributions
Savings Plan.
The Company
match is
directed to
of
the
participant's
choosing.
The
number
of
of
our
stock
allocated
to
participants
in
the
ESOP
was
 3.2
 million as
of May
25, 2025,
and
 3.5

million as
of May
26, 2024.
The ESOP's
only assets
are our
common stock
and temporary
cash
 balances.
 The Company stock fund and the ESOP collectively held
$
 292.7

 393.0

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

 NOTE 15. INCOME TAXES

 The
components
of
before
taxes
and
after-tax
from
joint
ventures
and
the
corresponding
taxes
 thereon are as follows:

 2025
 2024
 2023
 Earnings before income taxes and after-tax earnings
from joint ventures:
 $
 2,493.2
 $
 2,907.0
 $
 2,740.5
 Foreign
 341.8
 121.3
 400.0
 Total earnings
before income taxes and after-tax earnings from joint ventures
 $
 2,835.0
 $
 3,028.3
 $
 3,140.5
 Income taxes:
 Currently payable:
 Federal
 $
 549.0
 $
 512.8
 $
 487.1
 State and local
 80.1
 72.0
 82.2
 Foreign
 65.5
 58.2
 65.1
 Total current
 694.6
 643.0
 634.4
 Deferred:
 Federal
 ( 62.6)
 27.4
 9.6
 State and local
 ( 3.3)
 9.7
 ( 8.1)
 Foreign
 ( 55.0)
 ( 85.6)
 ( 23.7)
 Total deferred
 ( 120.9)
 ( 48.5)
 ( 22.2)
 Total income
taxes
 $
 573.7
 $
 594.5
 $
 612.2

 The following table reconciles the United States statutory income tax rate
with our effective income tax rate:

 2025
 2024
 2023
 United States statutory rate
 21.0
 %
 21.0
 %
 21.0
 %
 State and local income taxes, net of federal tax benefits
 2.1
 2.1
 1.5
 Foreign rate differences
 ( 1.7)
 ( 1.6)
 Research and development tax credit
 ( 1.5)
 ( 1.2)
 -
 Stock based compensation
 Divestitures, net
 -
 ( 0.8)
 0.8
 ( 0.4)
 Effective income tax rate
 20.2
 %
 19.6
 %
 19.5
 %

 The tax effects of temporary differences that
give rise to deferred tax assets and liabilities are as follows:

 Accrued liabilities
 $
 42.9
 $
 43.6
 Compensation and employee benefits
 144.3
 147.7
 Unrealized hedges
 23.1
 -
 Pension
 74.2
 83.0
 Tax credit carryforwards
 58.1
 48.6
 Stock, partnership, and miscellaneous investments
 4.0
 3.6
 Capitalized research and development
 305.5
 103.6
 Prepayments
 65.9
 -
 Capital losses
 28.5
 71.7
 Net operating losses
 265.2
 259.6
 Other
 161.1
 92.3
 Gross deferred tax assets
 1,172.8
 853.7
allowance
 253.7
 255.5
 Net deferred tax assets
 919.1
 598.2
 Brands
 1,436.0
 1,429.4
 Fixed assets
 496.1
 393.2
 Intangible assets
 247.3
 195.8
 Tax lease transactions
 -
 3.4
 31.3
 34.2
 Stock, partnership, and miscellaneous investments
 512.2
 439.7
 Unrealized hedges
 -
 20.2
 Other
 110.9
 115.4
 Gross deferred tax liabilities
 2,833.8
 2,631.3
 Net deferred tax liability
 $
 1,914.7
 $
 2,033.1

 We
have established a
valuation allowance against
certain of the
categories of deferred
tax assets described
above as current
evidence
 does
not
suggest
we
will
realize
sufficient
taxable
of
the
appropriate
character
ordinary
versus
gain
 income) within the carryforward period to allow us to realize these deferred tax
benefits.
 Information about our valuation allowance follows:

 Pillsbury acquisition losses
 $
 106.4
 State and foreign loss carryforwards
 59.0
 Capital loss carryforwards
 20.9
 Other
 67.4
 Total
 $
 253.7

 As of May 25, 2025, we believe it is more-likely-than-not that the remainder
of our deferred tax assets are realizable.

 Information about our tax loss carryforwards follows

:

 Foreign loss carryforwards
 $
 256.0
 Federal operating loss carryforwards
 2.3
 State operating loss carryforwards
 6.9
 Total tax loss carryforwards
 $
 265.2

 Our foreign loss carryforwards expire as follows:

 Expire in fiscal 2026 and 2027
 $
 2.9
 Expire in fiscal 2028 and beyond
 13.9
 Do not expire (a)
 239.2
 Total foreign loss carryforwards
 $
 256.0

 (a)
Of the total foreign loss carryforwards, $
 218.6

million are held in Brazil for which we have not recorded a valuation allowance.

 The United States Congress
is currently drafting new
tax legislation referred to
as the One Big Beautiful
Bill Act. We
will continue to
 monitor developments as the legislation progresses and evaluate any
potential impacts on our financial statements.
 In
December
2021,
the
Organization
for
Economic
Cooperation
and
Development
(OECD)
a
framework,
referred
to
as
 Pillar
2,
designed
to
ensure
large
multinational
enterprises
pay
a
minimum
level
of
tax
on
the
arising
in
each
 jurisdiction
in
which
they
operate.
Numerous
have
already
enacted
the
OECD
model
rules
for
taxable
years
 beginning
after
December
31,
2023,
which
for
us
was
2025.
There
was
no
on
our
Several
other
have
enacted
or
drafted
legislation
that
is
not
yet
for
us,
and
we
do
not
this
 legislation
to
have
a
on
our
We
will
to monitor
for
new
legislation
and
 guidance and evaluate any potential impact on our consolidated financial
 On August
16, 2022,
the Inflation
Reduction Act
(IRA) was
signed into
law.
The IRA
introduces
a Corporate
Alternative Minimum
 Tax beginning
in our fiscal 2024 and an excise tax on the repurchase of corporate stock starting after
January 1, 2023. The IRA did not
 have a material impact on our financial results, including our annual
effective tax rates and liquidity.
 As of
have
 no
 t recognized
a deferred
tax liability
for unremitted
earnings of
approximately $
 2.3

billion from
our
 foreign operations
because we
currently believe
our subsidiaries
have invested
the undistributed
earnings indefinitely
or the
 will be remitted
in a tax-neutral
transaction. It
is not practicable
for us to
determine the amount
of unrecognized
tax expense on
these
 reinvested earnings.
Deferred taxes
are recorded
for earnings
foreign operations
when we
determine that
such earnings
are no
 longer indefinitely reinvested. All
earnings prior to fiscal 2018
remain permanently reinvested. Earnings
from fiscal 2018 and later
are
 not permanently reinvested and local country withholding taxes are
recorded on earnings each year.

 We are
subject to federal income
taxes in the United States
as well as various state, local,
and foreign jurisdictions. A
number of years
 may elapse before an uncertain tax position is audited and finally resolved.
While it is often difficult to predict the final outcome or the
 timing
of
resolution
of
any
particular
uncertain
tax
position,
we
that
our
for
taxes
reflect
the
most
likely
 outcome.
We
adjust
these
as
well
as
the
interest,
in
light
of
changing
facts
and
circumstances.
Settlement
of
any
 particular position would usually require the use of cash.
 The number
of years
with open
tax audits
varies depending
tax jurisdiction.
Our major
taxing jurisdiction
is the
 (federal and state). Various
tax examinations by United States state taxing
authorities could be conducted for any
open tax year,
which
 vary by jurisdiction, but are generally from

to

years.
 The Internal Revenue Service (IRS) is currently auditing
our federal tax returns for fiscal 2018 through 2022.
Several state and foreign
 examinations are currently in
progress. We
do not expect these examinations
to result in a material
impact on our results
of operations
 or financial position. During fiscal 2024,
we received a notice of proposed adjustment
from the IRS associated with a
capital loss from
 fiscal 2019.
We
believe that we
have meritorious defense
against this assessment
and will vigorously
defend our position.
We
 expect the
resolution of
the proposed
adjustment to
have a material
impact on
our financial
position or
liquidity.
We
have effectively
 settled all issues with the IRS for fiscal years 2015 and prior.
 The Brazilian
tax authority,
Secretaria da
Receita Federal
do Brasil (RFB),
has concluded
audits of
our 2012
through 2020
tax return
 years. These
audits included
a review
determinations of
amortization of
certain goodwill
arising from
the acquisition
of Yoki
 Alimentos
S.A.
The
RFB
has
proposed
adjustments
that
effectively
eliminate
the
amortization
to
this
 transaction. We
believe we have meritorious defenses
and intend to continue to contest
the disallowance for all years.
Tax return
years
 2012 through 2013 have been resolved with no adjustments.

 We
apply a more-likely-than-not
threshold to the
recognition and derecognition
of uncertain tax
positions. Accordingly,
we recognize
 the amount of
tax benefit that
has a greater
than 50 percent
likelihood of being
ultimately realized upon
settlement. Future changes
in
 judgment related to the expected ultimate resolution of uncertain tax positions
will affect earnings in the period of such change.

 The following table sets forth
changes in our total gross
unrecognized tax benefit liabilities,
excluding accrued interest,
for fiscal 2025
 and
Approximately
$
 98.2

this total
2025
represents the
amount that,
if recognized,
would affect
our
 effective income tax rate in future periods.
This amount differs from the gross unrecognized
tax benefits presented in the table because
portions of
the liabilities
below
would
impact deferred
taxes if
recognized.
 We
 also would
record
a decrease
in U.S.
federal
 income taxes upon recognition of the state tax benefits included therein.

 2025
 2024
 Balance, beginning of year
 $
 149.0
 $
 181.2
 Tax positions related
to current year:
 Additions
 48.7
 24.6
 Tax positions related
to prior years:
 Additions
 13.0
 6.3
 Reductions
 ( 2.8)
 ( 55.2)
 Settlements
 ( 2.6)
 ( 0.8)
 Lapses in statutes of limitations
 ( 6.3)
 ( 7.1)
 Balance, end of year
 $
 199.0
 $
 149.0

 As of
2025, we do
 no
 t expect
to pay unrecognized
tax benefit
liabilities and
accrued interest
within the
next 12
months. We
 are not
able to
reasonably estimate
the timing
of future
cash flows
beyond 12
months due
to uncertainties
timing of
tax audit
 outcomes. Our unrecognized tax benefit liability was classified in other
liabilities.
 We
accrued
and
penalties
to
unrecognized
tax
in
tax
expense.
For
2025,
we
a
net
of
$
 2.7

of
tax-related
net
and
penalties,
and
had
$
 27.0

of
accrued
and
 penalties as of
May 25, 2025. For
fiscal 2024, we recognized
a net benefit of
$
 6.1

million of tax-related net
interest and penalties, and
 had $
 24.2

million of accrued interest and penalties as of May 26, 2024.

 NOTE 16. COMMITMENTS AND CONTINGENCIES

 As
of
May
25,
2025,
we
have
guarantees
with
terms
of
$
 163.5

for
the
debt
and
other
of
non-
 consolidated affiliates, mainly CPW.
This amount represents the
maximum potential obligation that
we could be required to pay
under
 the guarantees.
We
have determined
the likelihood
of any
amounts being
paid under
these guarantees
to be
remote.
Off-
 balance sheet arrangements were not material as of May 25, 2025.

 NOTE 17. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

 We
 operate
in
the
packaged
foods
industry.
Our
are
as
follows:
North
Retail,
International,
North
 America Pet,
and North
America Foodservice.
first quarter
renamed the
Pet segment
 Pet segment to reflect that
pet food results outside
North America are recorded
in the International segment.
There were no changes to
 the composition of our
reportable segments or information
reviewed by our CODM and
no impact on our historical
segment operating
 results.
 Our North America Retail
operating segment reflects business
with a wide variety of
grocery stores, mass merchandisers, membership
food
drug,
dollar
and
convenience
and
e-commerce
providers.
Our
in
this
ready-to-eat
cereals,
yogurt,
soup,
meal
kits,
and
dough
dessert
and
baking
mixes,
pizza
and
pizza
snack
bars,
fruit
savory
and
a
wide
variety
of
 organic products including ready-to-eat cereal, frozen
and shelf-stable vegetables, meal kits, fruit snacks and snack bars.
 Our
of
retail
and
foodservice
of
the
and
Our
 product categories include super-premium
ice cream and frozen desserts, meal kits, salty snacks,
snack bars, dessert and baking mixes,
 shelf-stable
vegetables,
and
pet
food
We
also
sell
super-premium
ice
cream
and
desserts
directly
to
 through owned
retail shops. Our
International segment
also includes products
manufactured in
the United States
for export, mainly
to
 Caribbean and Latin American markets, as well as products we
manufacture for sale to our international joint ventures. Revenues
from
 export activities are reported in the region or country where the end customer
is located.
 Our North
operating segment
includes pet
food products
sold primarily
and Canada
in national
pet
 superstore
e-commerce
retailers,
regional
pet
store
mass
merchandisers,
and
veterinary
clinics
and
 hospitals. Our product categories include dog and
cat food (dry foods, wet foods, and treats) made with whole meats,
fruits, vegetables
 and
other
high-quality
ingredients.
Our
tailored
pet product
offerings
address
dietary,
lifestyle,
and
life-stage
needs

 and span
different product
types, diet types,
breed sizes
for dogs,
life stages, flavors,
product functions,
and textures
and cuts
for wet
 foods.
 Our
North
of
foodservice
in
the
and
Our
major
in
our
North
are
ready-to-eat
cereals,
yogurt,
meals,
 unbaked and
fully baked
frozen dough products,
baking mixes,
and bakery
flour.
Many products we
sell are branded
to the consumer
 and nearly
all are
branded to
our customers.
 We
 sell to
distributors and
operators in
many customer
channels including
foodservice,
 vending, and supermarket bakeries.
 Our CODM
is the
Chairman of
and Chief
Executive Officer.
The CODM
predominantly uses
segment operating
profit in
 the
planning
process
which
includes
targets.
The
CODM
assesses
progress
against
 performance targets
by comparing
segment operating
profit actual-to-plan variances
on a monthly
basis. The performance
 completed by the
CODM is used to
determine whether resource
allocations require adjustment
and contributes to
the determination of
 incentive compensation.
for
these
excludes
unallocated
items,
gain
or
loss
on
divestitures,
and
restructuring,
 transformation,
impairment,
and
other
exit
costs.
Results
from
managed
by
our
Strategic
Growth
Office
are
 included within corporate and other net
sales and unallocated corporate items
within operating profit. Unallocated
corporate items also
overhead
expenses,
variances
to
planned
North
American
employee
and
incentives,
charitable
 contributions, restructuring
initiative project-related
costs, gains and
losses on corporate
investments, and
other items that
are not part
measurement
of segment
performance.
These include
gains and
losses arising
from the
revaluation of
grain
 inventories
and
gains
and
from
mark-to-market
valuation
of
until
passed
back
to
our
 segments.
These items
affecting
operating profit
are centrally
managed
at the
corporate level
and
are excluded
from the
of
reviewed by
management.
Under
our
supply chain
organization,
our
manufacturing,
warehouse,
and
 distribution activities
are substantially
integrated across
our operations
in order
to maximize
efficiency
and productivity.
As a
result,
 fixed assets and depreciation and amortization expenses are neither maintained
nor available by operating segment.

 Our operating segment results were as follows:

2025
 North
 North
 North
 Total
 Segment net sales
 $
 $
 2,797.8
 $
 2,470.8
 $
 2,300.9
 $
 19,476.5
 Corporate and other net sales
 10.1
 Total net sales
 $
 $
 7,472.1
 $
 2,110.6
 $
 1,476.4
 $
 1,772.9
 Selling, general, and

administrative expenses
 1,705.0
 590.8
 493.4
 172.6
 Segment operating profit
 $
 2,729.9
 $
 96.4
 $
 501.0
 $
 355.4
 $
 3,682.7
 Unallocated corporate items
 395.5
 ( 95.9)
 Restructuring, transformation,

impairment, and other

exit costs
 78.3
 $

2024
 North
 North
 North
 Total
 Segment net sales
 $
 $
 2,746.5
 $
 2,375.8
 $
 2,258.7
 $
 19,854.4
 Corporate and other net sales
 2.8
 Total net sales
 $
 $
 7,650.8
 $
 2,073.4
 $
 1,446.8
 $
 1,781.9
 Selling, general, and

administrative expenses
 1,742.2
 547.9
 443.1
 161.3
 Segment operating profit
 $
 3,080.4
 $
 125.2
 $
 485.9
 $
 315.5
 $
 4,007.0
 Unallocated corporate items
 333.9
 Restructuring, transformation,

impairment, and other

exit costs
 241.4
 $
 3,431.7

2023
 North
 North
 North
 Total
 $
 12,659.9
 $
 2,769.5
 $
 2,473.3
 $
 2,191.5
 $
 20,094.2
 7,782.2
 2,055.2
 1,611.7
 1,749.5
 Selling, general, and

administrative expenses
 1,696.4
 552.5
 416.1
 152.0
 Segment operating profit
 $
 3,181.3
 $
 161.8
 $
 445.5
 $
 290.0
 $
 4,078.6
 Unallocated corporate items
 1,033.2
 ( 444.6)
 Restructuring, transformation,

impairment, and other

exit costs
 56.2
 $
 3,433.8

 Net sales for our North America Retail operating units were as follows:

 2025
 2024
 2023
 U.S. Meals & Baking Solutions
 $
 4,238.9
 $
 4,324.3
 $
 4,426.3
 U.S. Morning Foods
 3,439.9
 3,561.8
 3,620.1
 U.S. Snacks
 3,356.3
 3,538.9
 3,611.0
 871.9
 1,048.4
 1,002.5
 Total
 $
 $
 $
 12,659.9

 Net sales by class of similar products were as follows:

 2025
 2024
 2023
 Snacks
 $
 4,187.4
 $
 4,327.3
 $
 4,431.5
 3,078.6
 3,187.5
 3,209.5
 Convenient meals
 2,816.1
 2,906.5
 2,961.6
 Pet
 2,585.8
 2,382.7
 2,476.0
 Dough
 2,384.2
 2,423.6
 2,390.5
 Baking mixes and ingredients
 1,940.2
 1,996.0
 2,037.3
 Yogurt
 1,391.6
 1,482.5
 1,472.9
 Super-premium ice cream
 721.6
 728.7
 703.7
 Other
 381.1
 422.4
 411.2
 Total
 $
 $
 $
 20,094.2

 The following tables provide financial information by geographic area:

 2025
 2024
 2023
 Net sales:
 $
 15,780.4
 $
 16,062.2
 $
 16,322.2
 Non-United States
 3,706.2
 3,795.0
 3,772.0
 Total
 $
 $
 $
 20,094.2

 Cash and cash equivalents:
 $
 47.8
 $
 87.8
 Non-United States
 316.1
 330.2
 Total
 $
 363.9
 $
 418.0

 Land, buildings, and equipment:
 $
 3,036.6
 $
 3,155.3
 Non-United States
 596.0
 708.6
 Total
 $
 3,632.6
 $
 3,863.9

 NOTE 18. SUPPLEMENTAL
INFORMATION
 The components of certain Consolidated Balance Sheets accounts are as follows:

 Receivables:
 Customers
 $
 1,829.1
 $
 1,721.2
 Less allowance for doubtful accounts
 ( 33.2)
 ( 25.0)
 Total
 $
 1,795.9
 $
 1,696.2

 Inventories:
 Finished goods
 $
 1,883.9
 $
 1,827.7
 Raw materials and packaging
 460.0
 500.5
 Grain
 112.5
 111.1
 Excess of FIFO over LIFO cost (a)
 ( 545.6)
 ( 541.1)
 Total
 $
 1,910.8
 $
 1,898.2

 (a)
of
$
 1,305.6

as
of
May
25,
2025,
and
$
 1,135.3

as
of
May
26,
2024,
were
at
LIFO.
The
 difference between
replacement cost
stated LIFO
inventory value
materially different
from the
reserve for
the
 LIFO valuation method.

 Prepaid expenses and other current assets:
 Prepaid expenses
 $
 269.0
 $
 266.1
 Other receivables
 141.2
 221.6
 Derivative receivables
 11.6
 20.8
 Miscellaneous
 42.9
 60.0
 Total
 $
 464.7
 $
 568.5

 Land, buildings, and equipment:
 Equipment
 $
 6,722.2
 $
 6,985.6
 Buildings
 2,535.8
 2,640.2
 Construction in progress
 598.1
 899.9
 Capitalized software
 531.6
 506.8
 Land
 50.4
 57.3
 Equipment under finance lease
 7.3
 10.3
 Buildings under finance lease
 0.3
 0.3
 Total land,
buildings, and equipment
 10,445.7
 11,100.4
 Less accumulated depreciation
 ( 6,813.1)
 ( 7,236.5)
 Total
 $
 3,632.6
 $
 3,863.9

 Other assets:
 Investments in and advances to joint ventures
 $
 431.9
 $
 397.9
 Right of use operating lease assets
 399.1
 366.1
 Deferred income taxes
 186.1
 167.5
 Pension assets
 144.7
 89.1
 Miscellaneous
 297.2
 273.9
 Total
 $
 1,459.0
 $
 1,294.5

 Other current liabilities:
 Accrued trade and consumer promotions
 $
 527.2
 $
 502.3
 Accrued payroll
 311.7
 304.7
 Accrued interest, including interest rate swaps
 148.9
 88.1
 Current portion of operating lease liabilities
 115.3
 102.2
 Accrued taxes
 102.1
 82.1
 Restructuring, transformation, and other exit costs reserve
 77.1
 14.8
 Derivative payables
 31.5
 20.6
 Dividends payable
 22.9
 20.9
 Miscellaneous
 287.3
 283.7
 Total
 $
 1,624.0
 $
 1,419.4

 Other non-current liabilities:
 Accrued compensation and benefits, including obligations for underfunded
other

postretirement benefit and postemployment benefit plans
 $
 642.5
 $
 708.6
 Non-current portion of operating lease liabilities
 302.8
 282.8
 Accrued taxes
 215.9
 186.8
 Miscellaneous
 67.4
 105.3
 Total
 $
 1,228.6
 $
 1,283.5

 Please see Note 3 for additional information on certain assets and liabilities classified as held
for sale as of May 25, 2025.
 Certain Consolidated Statements of Earnings amounts are as follows:

 2025
 2024
 2023
 Depreciation and amortization
 $
 539.0
 $
 552.7
 $
 546.6
 Research and development expense
 256.6
 257.8
 257.6
 Advertising and media expense (including production and

communication costs)
 847.5
 824.6
 810.0

 The components of interest, net are as follows:

 2025
 2024
 2023
 Interest expense
 $
 559.6
 $
 509.4
 $
 400.5
 Capitalized interest
 ( 10.8)
 ( 11.4)
 ( 4.4)
 Interest income
 ( 24.6)
 ( 18.8)
 ( 14.0)
 Interest, net
 $
 524.2
 $
 479.2
 $
 382.1

 Certain Consolidated Statements of Cash Flows amounts are as follows:

 2025
 2024
 2023
 Cash interest payments
 $
 474.4
 $
 464.4
 $
 337.1
 Cash paid for income taxes
 599.2
 660.5
 682.6

 NOTE 19. QUARTERLY
DATA
(UNAUDITED)

 Summarized quarterly data for fiscal 2025 and fiscal 2024 follows:

 First Quarter
 Second Quarter
 Third Quarter
 Fourth Quarter
 In Millions, Except Per

Share Amounts
 2025
 2024
 2025
 2024
 2025
 2024
 2025
 2024
 $
 4,848.1
 $
 4,904.7
 $
 5,240.1
 $
 5,139.4
 $
 4,842.2
 $
 5,099.2
 $
 4,556.2
 $
 4,713.9
 Gross margin
 1,688.8
 1,770.5
 1,931.1
 1,765.9
 1,639.1
 1,707.4
 1,474.0
 1,688.3
 Net earnings attributable to

 579.9
 673.5
 795.7
 595.5
 625.6
 670.1
 294.0
 557.5
 EPS:
 Basic
 $
 1.03
 $
 1.15
 $
 1.43
 $
 1.03
 $
 1.14
 $
 1.18
 $
 0.53
 $
 0.98
 Diluted
 $
 1.03
 $
 1.14
 $
 1.42
 $
 1.02
 $
 1.12
 $
 1.17
 $
 0.53
 $
 0.98

 In
the
fourth
of
2025,
we
approved
a
multi-year
global
to
drive
productivity
by
 enhancing
end-to-end
processes
and
$
 70.1

of
charges.
We
also
$
 17.4

of
actions previously
announced.
Additionally,
we purchased
the outstanding
GMC Class
A Interests
from
the third-
 party
holder
for
$
 252.8

which
reflected
an
original
account
balance
of
$
 242.3

and
$
 10.5

to
account
appreciation.
We
also
$
 16.2

of
costs,
to
the
 agreement to
sell our
U.S. yogurt
business, and
$
 6.7

integration costs
2025 acquisition
of Whitebridge
 Pet Brands and the fiscal 2024 acquisition of a pet food business in Europe.
 In
the
fourth
of
2024,
we
$
 103.1

of
non-cash
to
our
 Top
Chews
,
 True
 Chews
, and
 EPIC

brand intangible
assets. We
also recorded
a $
 53.2

million legal
recovery.
we recorded
$
 13.4

 transaction costs related to our acquisition of a pet food business in Europe.

 Glossary
 AOCI.

Accumulated other comprehensive income (loss).

 Adjusted diluted EPS.

Diluted EPS adjusted for certain items affecting year-to-year
comparability.

 Adjusted operating profit.

Operating profit adjusted for certain items affecting year-to-year
comparability.
 Adjusted
margin.

for
items
affecting
comparability,
divided by
net
 sales.
 Constant currency.

Financial results
translated to
dollars using
constant foreign
currency exchange
rates based
 rates
in
for
the
comparable
prior-year
.

To
present
this
information,
for
entities
in
 currencies other
than United
States dollars
are translated
into United
States dollars
at the
average exchange
rates in
effect during
the
 corresponding
of
the
prior
year,
rather
than
the
actual
average
rates
in
the
year
.
 Therefore,
the
is
equal
to
year
in
local
currencies
multiplied
by
the
in
the
average
 foreign currency exchange rate between the current fiscal period and the corresponding
period of the prior fiscal year.
 Core working capital.

Accounts receivable plus inventories less accounts payable, all as of the last day of our fiscal
year.
 Derivatives.

Financial instruments such
as futures, swaps,
options, and forward
contracts that we
use to manage
our risk arising
from
 changes in commodity prices, interest rates, foreign exchange rates, and equity
prices.
 Earnings
before
interest,
taxes,
and
amortization
(EBITDA
)
.

The
calculation
of earnings
before
income taxes
and
 after-tax earnings from joint ventures, net interest, depreciation
and amortization.
 Euribor.

European Interbank Offered Rate.
 Fair value
hierarchy.

For purposes
of fair
value measurement,
we categorize
liabilities into
one of
three levels
 the assumptions
(inputs) used
in valuing
the asset or
liability.
Level 1 provides
the most reliable
measure of
fair value, while
 generally requires significant management judgment. The three levels
are defined as follows:
 Level 1:
Unadjusted quoted prices in active markets for identical assets or liabilities.
 Level 2:
Observable inputs other
than quoted prices included
in Level 1, such
as quoted prices for
similar assets or liabilities
in
 active markets or quoted prices for identical assets or liabilities in inactive markets
.
 Level 3:
Unobservable inputs reflecting management's
assumptions about the inputs used in pricing the asset or liability.
 Free cash flow.

Net cash provided by operating activities less purchases of land, buildings, and equipment
.
 Free
cash
flow
rate.

Free
cash
flow
divided
by
our
net
attributable
to
noncontrolling
 interests adjusted for certain items affecting year-to-year
comparability.
 Generally
accepted accounting
principles (GAAP).

Guidelines, procedures,
and practices
that we
are required
to use
in recording
 and reporting accounting information in our financial statements.
 Goodwill.

The difference between
the purchase price of acquired
companies plus the fair value
of any noncontrolling interests and
the
 related fair values of net assets acquired.
 Gross margin.

Net sales less cost of sales.

 Hedge accounting.

Accounting for qualifying
hedges that allows changes in
a hedging instrument's
fair value to offset
corresponding
the hedged
item in
the same
reporting period
.

Hedge accounting
is permitted
for certain
hedging instruments
and hedged
 items
only
if
the
hedging
relationship
is
effective,
and
only
prospectively
from
the
date
a
hedging
relationship
is
formally
 documented.
 Holistic Margin Management
(HMM).

Company-wide initiative to
use productivity savings, mix
management,
and price realization
 to offset input cost inflation, protect margins
,
and generate funds to reinvest in sales-generating activities.

 Mark-to-market.

The act of determining a value for
financial instruments, commodity contracts, and
related assets or liabilities based
 on the current market price for that item.
 Net debt.

Long-term debt, current portion of long-term debt, and notes payable,
less cash and cash equivalents.
 Net
mark-to-market
valuation of
positions.

Realized
and
unrealized
gains
and
losses on
contracts
 that will be allocated to segment operating profit when the exposure we are hedging
affects earnings.
 Net price realization.

The impact of list and promoted price changes, net of trade and other price
promotion costs.
 Net realizable
value.
 The estimated
selling price
ordinary course
of business,
less reasonably
predictable costs
of completion,
 disposal, and transportation.
 Noncontrolling interests.

Interests of consolidated subsidiaries held by third parties.

 Notional principal amount.

The principal amount on which fixed-rate or floating-rate interest payments
are calculated.
 OCI.

Other comprehensive income (loss).

cash
flow
rate.

Net
cash
by
activities,
divided
by
net
 attributable to noncontrolling interests.
 Organic net
sales growth.

adjusted for
foreign currency
translation, as
well as
acquisitions, divestitures,
and a
 rd
 week impact, when applicable.
 Project-related costs.

Costs incurred related to our restructuring initiatives not included in restructuring
charges.
 Reporting unit.

An operating segment or a business one level below an operating
segment.
 SOFR.
 Secured Overnight Financing Rate.
 Strategic
Revenue
(SRM).
 A
 Company-wide
capability
focused
on
generating
sustainable
from
net
price
and
mix
by
identifying
and
executing
against
opportunities
to
apply
tools
pricing,
sizing,
mix
 management, and promotion optimization across each of our businesses.
 Supply chain
input costs.

Costs incurred
to produce
and deliver
product,
including costs
for
ingredients
and
conversion, inventory
 management, logistics, and warehousing.
 Total
debt.

Notes payable and long-term debt, including current portion.

 Translation
adjustments.

The impact
of the conversion
of our foreign
affiliates' financial
statements to United
States dollars
 purpose of consolidating our financial statements.
 Working capital.

Current assets and current liabilities, all as of the last day of our fiscal year.
 ITEM 9 - Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure

 None.

 ITEM 9A - Controls and Procedures

 We,
supervision and
participation of
our management,
including our
Chief Executive
Officer and
Chief Financial
 Officer,
have
the
of
the design
and
operation
of
our
controls
and
(as
in
Rule
 13a-15(e) under the 1934 Act). Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded
that,
 as of May 25,
2025, our disclosure
controls and procedures
were effective
to ensure that information
required to be disclosed
by us in
that
we
file
or
submit
under
the
1934
Act
is
(1)
recorded,
processed,
summarized,
and
within
the
time
periods
 specified
in applicable
rules and
forms, and
(2)
accumulated and
communicated
management,
including our
Chief Executive
 Officer and Chief Financial Officer,
in a manner that allows timely decisions regarding required disclosure.

 There were
no changes
over financial
reporting (as
defined in
Rule 13a-15(f)
1934 Act)
during our
 fiscal quarter ended May
25, 2025, that have materially
affected, or are reasonably
likely to materially affect,
our internal control
over
 financial reporting.
 MANAGEMENT'S REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING

 The
of
Inc.
is
responsible
for
establishing
and
maintaining
adequate
control
over
 reporting,
as
such
term
is
in
Rule
13a-15(f)
under
the
1934
Act.
The
control
system
was
designed
to
assurance
to
our
and
the
Board
of
the
preparation
and
fair
presentation
of
 published
Under
the
supervision
and
with
the
participation
of
management,
our
Chief
Executive
 Officer and Chief Financial Officer,
we conducted an assessment of the effectiveness
of our internal control over financial reporting
as
 of May 25, 2025. In
making this assessment, management
used the criteria set forth
by the Committee of Sponsoring
Organizations of
 the Treadway Commission (COSO) in
 Internal Control – Integrated Framework (2013)
.
 Based
on
our
using
the
criteria
set
forth
by
COSO
in
 Internal
Control
–
Integrated
Framework
(2013)
,
 concluded that our internal control over financial reporting was effective
as of May 25, 2025.
 KPMG
LLP,
our
independent
registered
public
firm,
has
a
of
 control over financial reporting.
 /s/ J. L. Harmening
/s/ K. A. Bruce
 J. L. Harmening
K. A. Bruce
 Chief Executive Officer
Chief Financial Officer
 Our independent registered public accounting firm's
attestation report on our internal control over financial reporting is included
 "Report of Independent Registered Public Accounting Firm" in Item
8 of this report.
 ITEM 9B - Other Information

quarter ended
2025, no
director or
officer
 adopted

or
 terminated

a "Rule
10b5-1
trading
 arrangement" or "
 non-Rule
 10b5-1

trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
 ITEM 9C - Disclosure Regarding Foreign Jurisdictions that
Prevent Inspections
 Not applicable.

 PART
III
 ITEM 10 - Directors, Executive Officers and Corporate
Governance

 The information
contained in the
sections entitled "Proposal
Number 1 -
Election of Directors,"
"Shareholder Director Nominations,"
 and "Delinquent
Section 16(a)
Reports" contained
in our definitive
Proxy Statement
for our 2025
Annual Meeting
of Shareholders
is
 incorporated herein
by reference. The
information regarding our
 insider trading policy

set forth in
the section entitled
"Key Policies –
 Supplemental Information"
contained in our
definitive Proxy Statement
for our 2025
Annual Meeting of
Shareholders is incorporated
 herein by reference.
 Information regarding our executive officers is set forth in
Item 1 of this report.
 The
our
Audit
Committee,
the
members
of
the
Audit
and
audit
committee
 experts, set forth
in the section
entitled "Board
Committees and
Their Functions"
contained in our
definitive Proxy
Statement for
our
 2025 Annual Meeting of Shareholders is incorporated herein by reference.
 We
have adopted a
Code of Conduct
applicable to all employees,
including our principal
executive officer,
principal financial officer,
 and
officer.
A
copy
of
the
Code
of Conduct
is
available
on
our
website
at
mills.com.
 We
 intend
to
post
on
our
website
any
amendments
to
our
Code
of
Conduct
and
any
waivers
from
our
Code
of
Conduct
for
 officers.

 ITEM 11 - Executive Compensation

 The
in
the
sections
entitled
"Executive
Compensation,"
"Director
Compensation,"
and
"Overseeing
Risk
 Management" in our definitive Proxy Statement for our 2025 Annual
Meeting of Shareholders is incorporated herein by reference.
 ITEM 12 - Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
 The
in
the
entitled
"Ownership
of
Mills
Common
Stock
by
Directors,
Officers
and
Certain
 Beneficial
Owners"
in
our
Proxy
Statement
for
our
2025
Annual
Meeting
of
Shareholders
is
incorporated
by
 reference.

 Equity Compensation Plan Information
 The following table provides certain information as of May 25, 2025,
with respect to our equity compensation plans:
 Plan Category
 Number of Securities to be
 Issued upon Exercise of
 Outstanding Options,
 Warrants and Rights (1)
 Exercise Price of
 Outstanding Options,
 Warrants and
 Rights (2) (a)
 Number of Securities Remaining
 Available for
Future Issuance Under
 Equity Compensation Plans (Excluding
 Securities Reflected in Column (1)) (3)
 Equity compensation plans

approved by

security holders
 18,583,239
 (b)
 $
 59.84
 29,469,159
 (d)
 Equity compensation plans

not approved by

security holders
 82,622
 (c)
 -
 -
 Total
 18,665,861
 $
 59.84
 29,469,159
 (a)
 Only includes the weighted-average exercise price of outstanding options,
whose weighted-average term is 4.7 years.
 (b)
 Includes 12,433,587
stock options,
3,369,206 restricted
stock units,
779,969 performance
share units
(assuming pay
out for
 target performance), and 2,000,477 restricted stock units that
have vested and been deferred.
 (c)
 Includes 82,622 restricted
stock units that have
vested and been deferred.
These awards were made
in lieu of salary
increases
 and certain other compensation
and benefits. We
granted these awards under
our 1998 Employee Stock
Plan, which provided
issuance of stock
options, restricted
stock, and restricted
stock units
to attract
and retain
employees and
to align their
 interest with those of shareholders.
We discontinued
the 1998 Employee Stock Plan in
September 2003, and no future awards
 may be granted under that plan.
 (d)
 Includes
stock
options,
stock,
stock
units,
of
unrestricted
stock,
stock
appreciation
rights,
and
 performance awards that we may
award under our 2022 Stock
Compensation Plan, which has 29,469,159
shares available for
 grant at May 25, 2025.
 ITEM 13 - Certain Relationships and Related Transactions,
and Director Independence

 The
set forth
entitled "Board
Independence
and Related
Person
Transactions"
 Proxy Statement for our 2025 Annual Meeting of Shareholders is incorporated
herein by reference.
 ITEM 14 - Principal Accountant Fees and Services

 The
in
the
entitled
"Independent
Registered
Public
Accounting
Firm
Fees"
in
our
Proxy
 Statement for our 2025 Annual Meeting of Shareholders is incorporated herein
by reference.
 PART
IV
 ITEM 15 – Exhibits and Financial Statement Schedules

 1.
Financial Statements:

 The following financial statements are included in Item 8 of this report:
 Consolidated Statements of Earnings for the fiscal years ended May 25, 2025, May 26,
2024, and May 28, 2023.

of
Comprehensive
Income
for
the
years
ended
May
25,
2025,
May
26,
2024,
and
May
28,
 2023.
 Consolidated Balance Sheets as of May 25, 2025 and May 26, 2024.

 Consolidated Statements of Cash Flows for the fiscal years ended May 25, 2025,
May 26, 2024, and May 28, 2023.
 Consolidated Statements of Total
Equity for the fiscal years ended May 25, 2025, May 26, 2024, and May 28, 2023.
 Notes to Consolidated Financial Statements.

 Report of Management Responsibilities.

 Report of Independent Registered Public Accounting Firm. PCAOB ID:
.
 2.
Financial Statement Schedule:

 For the fiscal years ended May 25, 2025, May 26, 2024, and May 28, 2023:
 II – Valuation
and Qualifying Accounts
 3.
 Exhibits
:

 Exhibit No.
 Description
 3.1
 Amended
and
Restated
Certificate
of
Incorporation
of
the
by
 reference to Exhibit 3.1 to the Company's
Current Report on Form 8-K filed October 1, 2021).
 3.2
 By-laws
of
the
by
to
to
the
 Current Report on Form 8-K filed January 30, 2024).
 4.1
 Indenture,
dated
as
of
February
1,
1996,
between
the
and
U.S.
Bank
National
 Association
(f/k/a
First
Trust
of
Illinois,
National
Association)
by
 reference to
Exhibit 4.1
Registration Statement
S-3 filed
February
 6, 1996 (File no. 333-00745)).
 4.2
 First Supplemental
Indenture, dated as
of May 18,
2009, between the
Company and U.S.
Bank
 National
Association
by
to
4.2
to
Registrant's
Annual
 Report on Form 10-K for the fiscal year ended May 31, 2009).
 4.3
 Description of the Company's
registered securities.
 10.1
 *
 2001
Plan
for
Non-Employee
by
to
10.2
to
the
on
Form
for
the
ended
 August 29, 2010).
 10.2
 *
 2006 Compensation Plan for Non-Employee Directors (incorporated
herein by reference to
 Exhibit 10.5 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended
 August 29, 2010).
 10.3
 *
 2011
Stock
Plan
by
to
10.6
to
the
 Company's Annual Report
on Form 10-K for the fiscal year ended May 31, 2015).
 10.4
 *
 2011 Compensation Plan for Non-Employee
Directors (incorporated herein by reference to
 Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended
 November 27, 2011).
 10.5
 *
 2016
Plan
for
Non-Employee
by
to
10.1
to
the
on
Form
for
the
ended
 November 27, 2016).
 10.6
 *
 Executive
Incentive
Plan
by reference
to
10.1
to
the
 Quarterly Report on Form 10-Q for the fiscal quarter ended November
28, 2010).
 10.7
 *
 Separation Pay
and Benefits
Program for
Officers (incorporated
herein by
reference to
 10.1
on
Form
ended February
 23, 2020).

 10.8
 *
 Supplemental Savings Plan (incorporated
herein by reference to Exhibit
10.4 to the Company's
 Quarterly Report on Form 10-Q for the fiscal quarter ended February
28, 2021).
 10.9
 *
Retirement
Plan
(Grandfathered)
by
to
 10.1
on
Form
ended February
 28, 2021).
 10.10
 *
 2005
Retirement
Plan
by
to
10.3
to
the
Report on Form 10-Q for the fiscal quarter ended February 28, 2021).
 10.11
 *
 Deferred
Plan
(Grandfathered)
by
to
 10.14 to
Quarterly Report
10-Q for
quarter ended
February
 22, 2009).
 10.12
 *
 2005
Deferred
Plan
by
to
10.5
to
the
Report on Form 10-Q for the fiscal quarter ended February 28, 2021).
 10.13
 *
Benefits
Trust
Agreement,
amended
and
restated
as
of
September
26,
1988,
 between the Company and
Norwest Bank Minnesota, N.A. (incorporated
herein by reference to
10.3
to
the
on
Form
for
the
ended
 November 27, 2011).
 10.14
 *
 Supplemental Benefits Trust
Agreement, dated September 26,
1988, between the Company and
 Norwest
Bank
Minnesota,
N.A.
by
to
10.4
to
the
Report on Form 10-Q for the fiscal quarter ended November 27, 2011).
 10.15
 *
 Form
of
Performance
Share
Unit
Award
Agreement
by
to
10.1
to
the
on
Form
for
the
ended
 August 27, 2023).
 10.16
 *
 Form
of
Stock
Option
Agreement
by
to
10.2
to
the
Report on Form 10-Q for the fiscal quarter ended August 27, 2023).
 10.17
 *
 Form of
Restricted Stock
Unit Agreement
(incorporated herein
by reference
to Exhibit
10.3
to
 the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended August 27, 2023).
 10.18
 *
 Deferred Compensation
Plan for Non-Employee
Directors (incorporated
herein by reference
to
10.1
to
the
on
Form
for
the
ended
 November 26, 2017).
 10.19
 *
 2017
Stock
Plan
by
to
10.2
to
the
Report on Form 10-Q for the fiscal quarter ended November 26, 2017).
 10.20
 *
Retirement
Plan
I
(Grandfathered)
by
to
 10.2
on
Form
ended February
 28, 2021).
 10.21
 *
Retirement
Plan
I
by
to
10.6
to
the
Report on Form 10-Q for the fiscal quarter ended
February 28, 2021).
 10.22
 *
 2022
Stock
Plan
by
to
10.1
to
the
 Company's Current Report on Form 8-K filed September 30, 2022).
 10.23
 Agreements,
dated
November
29,
1989,
by
and
between
the
and
Nestle
S.A.
herein by
to Exhibit
10.15 to
Annual Report
 10-K for the fiscal year ended May 28, 2000).
 10.24
 Protocol
of
Partners
Worldwide,
dated
November
21,
1989,
and
No.
to
 Protocol, dated
February 9,
1990, between
the Company
and Nestle
S.A. (incorporated
 by
to
10.16
to
the
Annual
on
Form
for
the
 year ended May 27, 2001).
 10.25
No.
to
the
Protocol
of
Partners
Worldwide,
dated
March
16,
1993,
 between the Company and Nestle S.A. (incorporated
herein by reference to Exhibit 10.18 to the
 Company's Annual Report
on Form 10-K for the fiscal year ended May 30, 2004).

 10.26
 Addendum No. 3 to the Protocol of Cereal Partners Worldwide,
effective as of March 15, 1993,
 between the
Company and
Nestle S.A. (incorporated
herein by reference
to Exhibit 10.2
 Company's Annual Report
on Form 10-K for the fiscal year ended May 28, 2000).
 10.27
 +
No.
4,
as
August
1,
1998,
and
No.
5,
as
April
1,
 2000,
to
the
Protocol
of
Partners
Worldwide
between
the
and
Nestle
S.A.
herein by
to Exhibit
10.26 to
Annual Report
 10-K for the fiscal year ended May 31, 2009).
 10.28
No.
to
the
Protocol
of
Partners
Worldwide,
January
1,
2010,
 among the
Company,
Nestle S.A.,
and CPW
S.A. (incorporated
herein by
reference to
 10.1
on
Form
ended February
 28, 2010).
 10.29
 Five-Year
Credit
Agreement,
dated
as
of
October
9,
2024,
among
the
Company,
the
several
 financial institutions
from time
to time
party to
the agreement,
and Bank
of America,
N.A., as
 Administrative
Agent
by
to
to
the
 Current Report on Form 8-K filed October 15, 2024).
 10.30
 *
 Form
of
Performance
Share
Unit
Award
Agreement
by
to
10.1
to
the
on
Form
for
the
ended
 August 25, 2024).
 10.31
 *
 Form
of
Stock
Option
Agreement
by
to
10.2
to
the
Report on Form 10-Q for the fiscal quarter ended August 25, 2024).
 10.32
 *
 Form of Restricted Stock Unit Agreement (incorporated herein by
reference to Exhibit 10.3 to
 the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended August 25, 2024).
 19.1
 Insider trading policies of the Company (incorporated herein by
reference to Exhibit 19.1 to the
 Company's Annual Report
on Form 10-K for the fiscal year ended May 26, 2024).
 21.1
 Subsidiaries of the Company.
 23.1
 Consent of Independent Registered Public Accounting Firm.
 31.1
 Certification of
Chief Executive
Officer pursuant
to Section
302 of
the Sarbanes-Oxley
 2002.
 31.2
 Certification of
Chief Financial
pursuant to
Section 302
Sarbanes-Oxley
 2002.
 32.1
 Certification of
Chief Executive
Officer pursuant
to Section
906 of
the Sarbanes-Oxley
 2002.
 32.2
 Certification of
Chief Financial
pursuant to
Section 906
Sarbanes-Oxley
 2002.
 97.1
 Mandatory Executive Compensation Clawback Policy (incorporated
herein by reference to
 Exhibit 97.1 to the Company's Annual
report on Form 10-K for the fiscal year ended May 26,
 2024).
 The following
materials from
Annual Report
10-K for
year
 ended
May
25,
2025,
formatted
in
Inline
Extensible
Reporting
Language:
(i)
the
Sheets;
(ii)
the
of
Earnings;
(iii)
the
 Consolidated Statements
of Comprehensive
Income; (iv)
the Consolidated
Statements of
Total
 Equity;
(v)
the
of
Cash
Flows;
(vi)
the
Notes
to
 Financial Statements; and (vii) Schedule II – Valuation
of Qualifying Accounts.
 Cover
Page,
formatted
in
Inline
Extensible
Reporting
Language
and
in
 Exhibit 101.
 _____________

 *
Management contract or compensatory plan or arrangement required
to be filed as an exhibit pursuant to Item 15 of Form
 10-K.

 +
Confidential information has been omitted from the exhibit and filed
separately with the SEC pursuant to Rule 24b-2 of the
 Securities Exchange Act of 1934.
 Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain
instruments defining the rights of holders of our long-term debt are
 not filed and, in lieu thereof, we agree to furnish copies to the SEC upon request.
 ITEM 16 - Form 10-K Summary

 Not Applicable.

 Signatures

 Pursuant to
the requirements of
Section 13 or
15(d) of the
Securities Exchange
Act of 1934,
the registrant has
duly caused this
 to be signed on its behalf by the undersigned, thereunto duly authorized.
 GENERAL MILLS, INC.
 Date:
 By
/s/ Mark A. Pallot
 Name:
Mark A. Pallot
 Title:
Vice President, Chief Accounting
 Pursuant to
the requirements
Securities Exchange
1934, this
report has
been signed
below by
the following
persons on
 behalf of the registrant and in the capacities and on the dates indicated.
 Signature
 Title
 Date
 /s/ Jeffrey L Harmening
 Jeffrey L. Harmening
 Chairman of the Board, Chief Executive Officer,
and Director
 (Principal Executive Officer)
 /s/ Kofi A. Bruce
 Kofi A. Bruce
 Chief Financial Officer
 (Principal Financial Officer)
 /s/ Mark A. Pallot
 Mark A. Pallot
 Vice President, Chief Accounting

 (Principal Accounting Officer)
 /s/ Benno O. Dorer
 Benno O. Dorer
 /s/ C. Kim Goodwin
 C. Kim Goodwin
 /s/ Maria G. Henry
 Maria G. Henry
 /s/ Jo Ann Jenkins
 Jo Ann Jenkins
 /s/ Elizabeth C. Lempres
 Elizabeth C. Lempres
 /s/ John G. Morikis
 John. G. Morikis
 /s/ Diane L. Neal
 Diane L. Neal
 /s/ Steve Odland
 Steve Odland
 /s/ Maria A. Sastre
 Maria A. Sastre
 /s/ Eric D. Sprunk
 Eric D. Sprunk
 /s/ Jorge A. Uribe
 Jorge A. Uribe

 General Mills, Inc. and Subsidiaries
 Schedule II - Valuation
of Qualifying Accounts
 2025
 2024
 2023
 Allowance for doubtful accounts:
 Balance at beginning of year
 $
 25.0
 $
 26.9
 $
 28.3
 Additions charged to expense
 36.6
 27.6
 29.6
 Bad debt write-offs
 ( 28.5)
 ( 29.4)
 ( 28.6)
 Other adjustments and reclassifications
 0.1
 ( 0.1)
 ( 2.4)
 Balance at end of year
 $
 33.2
 $
 25.0
 $
 26.9
allowance for deferred tax assets:
 Balance at beginning of year
 $
 255.5
 $
 259.2
 $
 185.1
 (Benefits) additions charged to expense
 ( 1.9)
 ( 2.3)
 77.1
 Adjustments due to acquisitions, translation of amounts, and other
 0.1
 ( 1.4)
 ( 3.0)
 Balance at end of year
 $
 253.7
 $
 255.5
 $
 259.2
 Reserve for restructuring and other exit charges:
 Balance at beginning of year
 $
 14.8
 $
 47.7
 $
 36.8
 Additions charged to expense, including translation amounts
 70.1
 0.1
 41.7
 Net amounts utilized for restructuring activities
 ( 7.8)
 ( 33.0)
 ( 30.8)
 Balance at end of year
 $
 77.1
 $
 14.8
 $
 47.7
 Reserve for LIFO valuation:
 Balance at beginning of year
 $
 541.1
 $
 600.9
 $
 463.4
 Increase
 4.5
 ( 59.8)
 137.5
 Balance at end of year
 $
 545.6
 $
 541.1
 $
 600.9