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 26, 2024

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
 3.850% 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
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
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 $65.18
per share
as
 reported on
the New
York
Stock Exchange
on November
26, 2023
(the last
business day
registrant's
most recently
completed
 second fiscal quarter): $
 37,084

 Number
of
of
Common
Stock
outstanding
as
of
June
10,
2024:
 558,145,667

(excluding
 196,467,661

held
in
the
 treasury).
 DOCUMENTS INCORPORATED
BY REFERENCE
 Portions of the registrant's Proxy
Statement for its 2024 Annual Meeting of Shareholders are incorporated by reference
into Part III.

 Page
 Item 1
 Business
 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
in
two
strategic
joint
that
manufacture
and
food
sold
in
 countries worldwide.
 We
manage and
review the
financial results
business under
four operating
segments: North
America Retail;
International; 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
grocery
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 2024, Walmart
Inc. and its affiliates (Walmart)
accounted for 22 percent of our consolidated
net sales and 30 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
promotional
activity,
convenient
ordering
and
delivery
to
the consumer,
and the
to
identify
and
satisfy
 preferences.
Our
strategies
for
competing
in
each
of
our
segments
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
that are
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
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
cost of
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
 in order to ensure continuity of operations. Our objective
is to procure materials meeting both our quality standards and our
 needs
at
price
levels
that
allow
a
targeted
margin.
Since
these
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 management
strategies. We
also have
a grain
merchandising operation
that provides
us efficient
access to,
and
 more informed
knowledge of,
various commodity
markets, principally
wheat and
oats. This
operation holds
physical inventories
that
 are carried at net realizable value and uses derivatives to manage its net inventory
position and minimize its market exposures.
 TRADEMARKS AND PATENTS
 Our
are
marketed
under
a
of
valuable
trademarks.
Some
of
the
more
important
used
in
our
(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,
 Total
,
Totino's
,
 Trix
,
 True
 Chews,
True
Solutions,
Wanchai
Ferry
,
 Wheaties
,
 Wilderness
,
and
 Yoki
.
We
protect
these
as
appropriate
 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
(e.g.,
 Reese's
Puffs

for
cereal,
 Green
Giant
 for vegetables
in certain
countries, and
 and related
brands for
 fresh dairy
and Canada),
and shorter
term promotional
products (e.g.,
fruit snacks
sold under
various third
party
 equities).
 Our cereal
are licensed
to CPW
and
may be
used in
association
 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
continue
our
focus
on
developing
and
marketing
innovative,
proprietary
many
of
which
use
proprietary
expertise,
 recipes and formulations. We
consider the collective rights under our various patents, which
expire from time to time, a valuable asset,
 but we do not believe that our businesses are materially dependent upon any
single patent or group of related patents.
 SEASONALITY
 In
general,
demand
for
our
is
evenly
balanced
throughout
the
year.
However,
within
our
North
 demand
for
dough,
baked
goods,
and
baking
is
stronger
in
the
calendar
quarter.
Demand
for
 soup is higher
during the
fall and winter
months. Within
our International
segment, demand
for
 ice cream is
 higher during
the summer
months and
demand for
baking mix
increases during
winter months.
Due to
the offsetting
impact of
these
 demand
trends,
as well
as the
seasons
in
the
northern
and
southern
hemispheres,
our
segment's
net
sales are
 generally evenly balanced throughout the year.
 QUALITY AND SAFETY REGULATION
 The
manufacture
and
sale
of
human
and
pet
food
is
regulated.
In
the
our
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,
labelling,
storage,
 distribution, quality,
and safety of food
and pet products and
the health and safety
of our employees.
Our business is also
regulated by
 similar agencies outside of the United States.

 ENVIRONMENTAL
MATTERS
 As
of
May
26,
2024,
we
were
involved
with
two
response
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
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
26,
2024,
we
had
34,000
around
the
globe,
with
16,000
in
the
U.S.
and
 approximately 18,000
located in our
markets outside
of the U.S.
Our workforce
is divided
between approximately
13,000 employees
 dedicated to the production of our products and approximately 21,
000 non-production employees.

 The
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 inclusion and
belonging strengthens
our ability to
recruit talent and
allows all of
our employees
 to thrive
and succeed.
We
actively cultivate
a culture
that acknowledges,
respects, and
values all
dimensions of
diversity –
 gender, race,
sexual orientation, ability,
backgrounds, and
beliefs. Ensuring
diversity of input
and perspectives
is core to
our business
 strategy,
and
we
are
committed
to
recruiting,
retaining,
developing,
and
advancing
a
workforce
that
reflects
the
diversity
of
the
 consumers we
serve. This
commitment starts
with our
company leadership
where women
represent approximately
49 percent
 officer
and
director
population,
and
of
our
officers
and
directors
are
racially
or
ethnically
diverse.
We
 embed our culture of inclusion and
belonging into our day-to-day ways
of working through a number of programs
to foster discussion,
 build empathy, and
increase understanding.
 We
are
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 26, 2024.
 Kofi A. Bruce
, age 54, is Chief Financial
Officer. Mr.
Bruce joined General Mills in 2009 as
Vice President,
Treasurer after serving
in
 a
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
 51,
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
 56, is Chief
Supply Chain Officer.
Mr.
Gallagher joined General
Mills in April
2019 as Vice
President, North
 America Supply Chain from Diageo plc. He began
his career at Diageo where he spent 25 years serving in a variety
of leadership roles

 in manufacturing,
procurement, planning,
customer service,
and engineering
before becoming
President, North
America Supply
from
 2013 to March 2019. He was named to his current position in July 2021.
 Jeffrey L.
Harmening
, age
57, is
Chairman of
the Board
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
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
Operating
in 2016.
He
was named
Chief
in
2017
and
Chairman
Board
in
 2018. Mr. Harmening is a director of
The Toro Company.
 Dana M. McNabb
,
 age 48,
 is Group President, North America
Retail. Ms. McNabb joined General
Mills in 1999 and held a
variety of
 marketing roles
in Cereal,
Snacks, Meals,
and New
Products before
becoming Vice
President, Marketing
for CPW
in 2011
and Vice
 President, Marketing
for the Circle
of Champions
Business Unit
in 2015. She
became President,
U.S. Cereal
Operating Unit
in 2016,
 Group President,
Europe &
Australia in
January 2020,
Chief Strategy
& Growth
Officer in
July 2021,
and was
named to
her present
 position in January 2024.
 Jaime
Montemayor
,
age
60,
is
Chief
Digital
and
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 current
 role in February 2020 after founding and operating a digital technology
consulting company from 2017 until January 2020.
 Jon J. Nudi
, age 54, is Group President,
Pet, International, and North America
Foodservice. Mr.
Nudi joined General Mills in 1993 as
 a
Sales
Representative
and
held
a
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;
U.S.
in
2016
and
Group
North
 America Retail in 2017. He was named to his present position in January
2024.
 Mark A. Pallot,
 age 51,
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.
 Lanette Shaffer Werner
, age 53, is Chief Innovation, Technical
and Quality Officer.
Ms. Shaffer Werner
joined General Mills in 1995
 and held various R&D roles
in Frozen Desserts and
Pillsbury before serving
as Director of One Global
Dairy and Sr.
Director for One
 Global
Cereal.
In
July
2021,
Ms.
Shaffer
Werner
was
named
as
Vice
Innovation,
Technical
and
Quality,
U.S.
Meals
&
 Baking Solutions.
She was named to her present position in June 2023.
 Pankaj Sharma,
 age 51, is Segment
President, North America Foodservice.
Mr. Sharma
joined General Mills in
2014 and served as
a
 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
in
 February 2024.
 Jacqueline
Williams-Roll
,
age
55,
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.
 Karen Wilson
Thissen
, age
57, 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 &
Benson LLP
 (now Faegre Drinker Biddle & Reath LLP).
 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,
promotional
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
promotional
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
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
 promotional
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 2024,
Walmart
accounted for 22
consolidated net
30 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
 and
energy
may
our
 profitability.

 The
raw
materials
that
we
use
are
commodities
that
experience
price
caused
by
external
conditions
such
as
 weather,
change,
scarcity,
limited
sources
of
supply,
trade
 tariffs, pandemics, war (including international
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 continue
to be, more
volatile. Commodity
 price
may
in
unexpected
increases
in
raw
material,
and
transportation
costs.
If
we
are
unable
to
 increase productivity
to offset
these increased
costs or
increase our
prices, we
may experience
reduced margins
and profitability.
We
 do not fully
hedge against changes
in commodity prices,
and the risk management
procedures that we
do use may
not always work
as
 we intend.

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

 We
could
be
if
in
our
markets
lose
confidence
in
the
safety
and
quality
of
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 ability
to anticipate
the tastes,
eating habits,
and purchasing
behaviors of
consumers and
to offer
that
appeal
to
their
preferences
in
channels
where
they
shop.
Consumer
preferences
and
category-level
consumption
may
from
time to
time and
can be
by a
number
of different
trends
factors.
If we
fail
to anticipate,
identify
or
 react to these changes and trends, such as adapting to emerging
e-commerce channels, or to introduce new and improved products on
a
 timely basis, we may
experience reduced demand
for our products, which
would in turn cause
our revenues and profitability
to suffer.
 Similarly, demand
for our products could be affected by consumer concerns regarding
the health effects of ingredients such as sodium,
 trans fats, genetically
modified organisms,
sugar, processed
wheat, grain-free
or legume-rich pet
food, or other
product 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,
publicity
about
our
our
to
the
quality
of
our
the
of
our
to
deliver
 consistently
positive
experiences,
concerns
about
food
safety,
or
our
becoming
unavailable
to
consumers.
 Consumer demand
products may
also be
impacted by
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
products on
social or
digital media
could seriously
 damage
our
and
reputation.
If
we
do
not
the
favorable
perception
of
our
brands,
our
could
be
 negatively impacted.
 Operating Risks
 If
we
are
not
efficient
in
our
production,
our
could
suffer
as
a
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
additional
efficiencies
may
become
more
difficult
over
time.
Our
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
in
the
interruption
of
production,
which
may
negatively
and
margins.
We
periodically
engage
in
and
cost
savings
initiatives
designed
to
our
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
of
third
parties
on
which
we
rely,
those
third
parties
who
our
ingredients,
 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.

 In fiscal
2024, 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;

 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
agreements
that
are
intended
to
reduce
the
of
our
to
but
these
agreements
may
not
be
 effective in significantly reducing our exposure.

 A
strengthening
in
the
U.S.
dollar
relative
to
other
currencies
in
the
countries
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
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
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
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
experience
 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
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
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
subject to new laws or regulations restricting our right to advertise our products,
including restrictions on the audience
 to whom
products are
marketed. Changes
in laws
or regulations
that impose
additional regulatory
requirements on
us could
 our cost of doing business or restrict our actions, causing our results of operations
to be adversely affected.

 We
are
to
federal,
state,
local,
and
environmental
laws
and
regulations.
Our
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
established
or
otherwise
have
an
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
demand
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
 additional
legal
and
regulatory
requirements
relating
to
or
other
sustainability
issues,
greenhouse
gas
 emission
regulations
(e.g.,
carbon
taxes),
energy
policies,
sustainability
initiatives
(e.g.,
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
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 currently,
which may result in
volatility in both
gross margin and
net earnings. These gains
and losses are reported
in cost of
 sales in
our
of
Earnings
and in
items outside
our
results until
we
 utilize
the
underlying
input
in
our
process,
at
which
time
the
gains
and
are
to

 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
conditions.
In
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
26,
2024,
we
had
total
debt
and
of
$13.2
billion.
The
agreements
under
which
we
have
 indebtedness
do not
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
requirements
could
have
a
negative
on
our
of
 operations and cash flows from operations.

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

 As of May
we had $21.
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
the reporting
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
,

,
 Annie's
,
,
 and

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

 Our
are
also
tested
for
annually
and
events
or
in
circumstances
 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
,
 and
 True
Chews

had
risk
of
decreasing
coverage
and
we
continue
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
 assessment
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
to
our
security
posture.
To
drive
readiness,
we
perform
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 internal
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.
Our
 Vice
President of
Cyber Security,
who reports
to our CDTO,
has a master's
degree in
information assurance,
and more than
20 years
 of experience
working in
this field,
including more
than 12
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
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
company's
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
executive
offices
and
main research
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 26,
2024, we operated
42 facilities for
the production of
a wide variety
of food products.
Of these facilities,
26 are located
 in the United
States, 4 in Latin
America and Mexico,
5 in Europe/Australia,
4 in the Greater
China region, 2
in Canada (1 of
which is
 leased),
and
in
the
Asia/Middle
East/Africa
Region.
The
is
a
list
of
the
locations
of
our
 which primarily support the segment noted:
 • St. Hyacinthe, Canada
 • Irapuato, Mexico
 • Buffalo, New York
 • 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
 • Rooty Hill, Australia
 • Nanjing, China
 • Inofita, Greece
 • Campo Novo do Pareceis, Brazil
 • Sanhe, China
 • Nashik, India
 • Paranavai, Brazil
 • Shanghai, China
 • San Adrian, Spain
 • Pouso Alegre, Brazil
 • Arras, France
 • Guangzhou, China
 • Labatut, France
 Pet
 • Richmond, Indiana
 • Joplin, Missouri
 • 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
Retail and
Pet segments.
We
own and
lease a
number of
dedicated sales
and administrative
offices around
the world,
 totaling approximately 2 million square feet. We
have additional warehouse, distribution, and office space in
our plant locations.
 As part
business in
our International
we operate
385 (all
leased) and
franchise 389
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
26,
2024,
that
were
reasonably
likely
to
have
a
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 10, 2024,
there were
 22,800 record holders of our common stock.

 The
table
sets
forth
with
respect
to
of
our
stock
that
we
purchased
the
 ended May 26, 2024:

 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 26, 2024 -
 March 31, 2024
 -
 $
 -
 -
 61,383,817
 April 1, 2024 -
 April 28, 2024
 2,405,113
 70.46
 2,405,113
 58,978,704
 April 29, 2024 -
 3,319,707
 70.83
 3,319,707
 55,658,997
 Total
 5,724,820
 $
 70.67
 5,724,820
 55,658,997
 (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,
platforms,
and
local
gem
that
have
the
best
prospects
for
profitable
and
we
are
committed
to
reshaping
our
 portfolio with strategic acquisitions and divestitures to further enhance
our growth profile.
 In
2024,
we
experienced
a
more
challenging
category
and
backdrop
than
we
initially
expected.
As
a
we
 pivoted our plans and enhanced our
efficiency to generate adjusted operating
profit and adjusted diluted EPS that
were in line with our
 original targeted
ranges, even
in a
slower-than-anticipated
topline growth
environment. We
delivered mixed
performance against
the
 three priorities we established at the beginning of the year:

 On our
priority of
competing effectively,
we did
not achieve
our objective
of holding
or growing
market share
in more
than
of
our
priority
businesses.
Our
2024
was
hindered
by
an
uncertain
macroeconomic
 environment, which
resulted in
greater-than-expected value
-seeking behaviors
by consumers.
Our organic
declined
 1 percent
year,
with a
in contributions
from organic
volume growth,
partially offset
by favorable
net price
 realization and mix in response to 4 percent input cost inflation.

 We
successfully
improved
our supply
chain efficiency,
including generating
industry-leading
Holistic Margin
Management
 (HMM)
cost
savings
and
removing
disruption-related
costs
from
the
chain.
These
efforts
allowed
us
to
 continue to invest in our
brands and in leading capabilities, such
as digital and technology capabilities,
that will be critical for
 driving future growth.
 We
maintained our disciplined
approach to capital allocation,
driving increased
operating cash flow that
we used to grow our
level,
raise
our
dividend,
and
our
share
repurchase
activity.
We
also
continued
to
reshape
our
 portfolio, including closing on acquisitions
that further improved our portfolio's
ability to generate profitable growth
over the
 long term.

 Our consolidated
for fiscal
2024
decreased 1
percent to
$19,857 million. On
an organic
basis, net
sales decreased
1 percent
year-ago levels.
of $3,432 million
essentially matched
fiscal 2023.
Adjusted operating
profit of
$3,603
 million increased
4 percent
on a
constant-currency basis.
Diluted EPS
of $4.31
matched fiscal
2023 results.
Adjusted diluted
EPS of
 $4.52 increased
6 percent on
a constant-currency
basis (See the
"Non-GAAP Measures"
section below
for a description
of our use
of
 measures not defined by generally accepted accounting principles (GAAP)).
 Net cash
provided by
operations totaled
$3,303 million in
fiscal 2024,
representing a
conversion rate
of 131
percent of
net earnings,
 including earnings attributable
to redeemable and noncontrolling
interests. This cash generation
supported capital investments
totaling
 $774
million, and our resulting free cash flow was $2,528
million at a conversion rate of 96 percent of adjusted
net earnings, including
 earnings attributable
to redeemable
and noncontrolling
interests. We
returned cash
to shareholders
through dividends
totaling $1,363
 million and
net share
repurchases totaling
$1,977 million
(See the
"Non-GAAP Measures"
section below
for a description
of our use
 of measures not defined by GAAP).

 A
detailed
review
of
our
2024
to
2023
appears
below
in
the
titled
"Fiscal
2024
 Consolidated Results of Operations." A detailed review of
our fiscal 2023
performance compared to our fiscal 2022
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
2023
Results of
Consolidated Operations,"
which is incorporated
 herein by reference.
 In fiscal 2025, we plan to continue advancing our Accelerate
strategy. Our key
priorities are to accelerate our organic net sales growth,
 create fuel for
investment, and drive
strong cash generation. Amid
a continued uncertain
macroeconomic backdrop
for consumers, we
 expect volume
trends in
our categories
will gradually
improve over
the course
year, though
full-year category
dollar growth
is
 expected to
be below our
long-term growth
projections. We
increase our
organic net
sales growth
by delivering
remarkable
 experiences across
our leading
food brands,
resulting in
improved household
penetration and
stronger market
share trends
versus the
 prior year. Our fiscal 2025
plan calls for product news and innovation focused
on taste, health, convenience, and value, supported with
 strong
brand
campaigns
and
omnichannel
visibility.
We
to
generate
HMM
cost
savings
of
roughly
to
of
cost
of
 goods sold,
which we
exceed our
forecast for
3 to 4
percent input
cost inflation
in fiscal 2025.
We
reinvest in
the
 business, including plans for increased brand-building investment in
fiscal 2025 to drive improved volume performance.
 Based on these assumptions, our key full-year fiscal 2025 targets are
summarized below:

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

 Adjusted operating
profit is expected
to range between
down 2 percent
and flat in
constant-currency from
the base of $3,603
 million reported in fiscal 2024.

 Adjusted diluted
EPS is
expected to
range between
down 1
percent and
up 1
from the
base of
 $4.52 earned in fiscal 2024.

 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 2024 CONSOLIDATED
RESULTS
OF OPERATIONS
 In
2024,
net
sales
and
organic
net
sales
to
2023.
Operating
of
$3,432
 essentially
matched
2023,
by
a
net
gain
on
divestitures
in
2023,
higher
and
 charges, a decrease
in contributions from volume
growth, and higher
input costs, partially offset
by favorable net price
realization and
 mix,
a
favorable
in
the
of
and
grain
inventories,
and
lower
selling,
 general, and
administrative
(SG&A) expenses,
a decrease
in certain
compensation and
expenses. Operating
of
17.3
basis
points.
Adjusted
of
$3,603
on
a
constant-
basis,
by
favorable
net
price
realization
and
mix
and
a
in
SG&A
expenses,
and
expenses,
partially
offset
by
a
in
from
and
higher
input
costs.
 Adjusted operating
profit margin
increased 90
basis points
to 18.1
percent. Diluted
earnings per
share of
$4.31 matched
fiscal 2023.
 Adjusted diluted earnings per
share of $4.52 increased
6 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 2024 follows:
 In millions,
 except per
 share
 Fiscal 2024 vs.
 Percent of Net
 Sales
 Constant-
 Currency
 Growth (a)
 $
 (1)
 %
 Flat
 17.3
 %
 Net earnings attributable to General Mills
 (4)
 %
 Diluted earnings per share
 $
 4.31
 Flat
 Organic net sales growth rate (a)
 (1)
 %
 Adjusted operating profit (a)
 3,602.7
 %
 18.1
 %
 %
 Adjusted diluted earnings per share (a)
 $
 4.52
 %
 %
 (a)
See the "Non-GAAP Measures" section below for our use of measures not defined by
GAAP.

 were as follows:

 Fiscal 2024 vs.
 $
 (1)
 %
 $
 (3)
 pts
 pts
 Flat
not foot due to rounding
 (a) Measured in tons based on the stated weight of our product shipments.
 Net
sales
in
2024
to
2023,
by
a
in
from
growth,
 partially offset by favorable net price realization and mix.
 Components of organic net sales growth are shown in the following
table:
 Fiscal 2024 vs. Fiscal 2023
 (3)
 pts
 pts
 (1)
 pt
 Flat
 Acquisitions and divestitures
 Flat
 (1)
 pt
not foot due to rounding
 (a) Measured in tons based on the stated weight of our product shipments.
 Organic
net
sales
in
2024
to
2023,
by
a
in
from
organic
 volume growth, partially offset by favorable organic
net price realization and mix.
 Cost of sales
 decreased $623 million in
fiscal 2024 to $12,925
million. The decrease
was primarily driven
by a $360 million
lower volume,
partially offset
by an
$80 million
increase attributable
to product
rate and
mix. We
recorded a
$39 million
net
in
cost
of
sales
to
of
and
grain
inventories
in
2024,
 compared to a net increase
of $292 million in fiscal
2023
(please see Note 8 to the
Consolidated Financial Statements
in Item 8 of this
for
additional
information).
In
2023,
we
a
$25
charge
to
a
voluntary
recall
on
 ice cream
products. We
also recorded
$18 million
of restructuring
charges and
$2 million
of restructuring
 initiative
costs
in
cost
of
sales
in
2024
to
$5
of
and
$2
of
 restructuring initiative
project-related costs in
cost of sales
in fiscal 2023
(please see Note
4 to the
Consolidated Financial
 in Item 8 of this report for additional information).
 Gross
in
2024
to
2023.
Gross
as
a
of
net
sales
of
34.9
 increased 230 basis points compared to fiscal 2023.

 SG&A expenses

decreased $241
million to
$3,259 million in
fiscal 2024
fiscal 2023
a decrease
in
 certain compensation
and benefits expenses,
favorable net corporate
investment activity,
a legal recovery,
and net recoveries
from the
2023
voluntary
recall
on
 ice
cream
SG&A
as
a
of
net
sales
in
 fiscal 2024 decreased 100 basis points compared to fiscal 2023.
 Divestitures
gain, net

totaled $445
million in
fiscal 2023
 primarily related
sale of our
Helper main
meals and
Suddenly Salad
 side dishes business (please refer to Note 3 to the Consolidated Financial Statements
in Item 8 of this report).
 Restructuring, impairment, and other exit costs
 totaled $241 million in fiscal 2024
compared to $56 million in fiscal 2023. In fiscal
 2024, we recorded
a $117
million non-cash goodwill
impairment charge
related to our
Latin America reporting
unit and $103
 of non-cash impairment charges
related to our
 Top
Chews
,
 True Chews
, and
 EPIC

brand intangible assets. In fiscal 2024,
we approved
 restructuring actions to
enhance the go-to-market
commercial strategy and
associated organizational
structure of our
Pet segment, and
 as
a
we
$17
of
in
2024.
In
2023,
we
approved
to
enhance
the
of
our
chain
structure
and
to
optimize
our
shops
network,
and
as
a
we
$41
of charges
2023.
Please see
Note 4
in Item
8 of
this report
for
additional
 information.

 Benefit
plan
non-service
 totaled
$76
in
2024
to
$89 million
in
2023,
reflecting
 higher interest
costs, partially
offset by
lower amortization
of losses
(please see
Note 14
Consolidated Financial
Statements in
 Item 8 of this report for additional information).
 Interest,
net
 for
2024
totaled
$479 million,
$97 million
higher
than
2023,
by higher
interest rates
and
 higher average long-term debt levels.
 Our
 effective tax rate
 for fiscal 2024 was 19.6 percent compared
to 19.5 percent in fiscal 2023.
The 0.1 percentage point increase was
 primarily driven
by certain nonrecurring
tax benefits in
fiscal 2023, partially
offset by favorable
earnings mix by
jurisdiction in fiscal
 2024.
Our adjusted
tax rate
was 20.1
fiscal 2024
to 20.4
fiscal 2023
(see the
"Non-GAAP
 Measures"
below
for
a
description
of
our
use
of
not
by
GAAP).
The
0.3
percentage
point
was
 primarily due to favorable earnings mix by jurisdiction in fiscal 2024.
 After-tax
from
joint
to
$85 million
in
2024
to
$81
in
2023,
higher net
sales due
to favorable
net price
realization
and mix
at CPW,
partially
offset
by higher
input costs
at CPW
and
 HDJ.
On
a
basis,
after-tax
from
joint
(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 2024 vs. Fiscal 2023
 CPW
 HDJ
 Total
 (7)
 pts
 (6)
 pts
 pts
 pts
 Net sales growth in constant currency
 pts
 pt
 pts
 (2)
 pts
 (7)
 pts
 (3)
 pts
 pts
 (6)
 pts
 pts
 (a) Measured in tons based on the stated weight of our product shipments.
 Net
attributable
to
and

to
$22
in
2024
to
$16
 million in fiscal 2023.
 Average diluted shares
outstanding
 decreased by 22 million in fiscal 2024 from fiscal 2023 primarily due to share repurchase
s.

 RESULTS
OF SEGMENT OPERATIONS
 Our businesses are organized into four operating segments: North
America Retail, International, 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 2024 and
 fiscal 2023:
 2024
 2023
 Dollars
 Percent of Total
 Dollars
 Percent of Total
 Net Sales
 $
 %
 $
 %
 2,746.5
 2,769.5
 Pet
 2,375.8
 2,473.3
 2,258.7
 2,191.5
 Total
 $
 19,854.4
 %
 $
 %
 Segment Operating Profit
 $
 3,080.4
 %
 $
 3,181.3
 %
 125.2
 161.8
 Pet
 485.9
 445.5
 315.5
 290.0
 Total
 $
 4,007.0
 %
 $
 4,078.6
 %

as
reviewed
by
our
executive
excludes
items,
net
gain
or
loss
on
 divestitures, and restructuring, 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
grocery
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
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:
 $
 (1)
 %
 $
 (5)
 pts
 pts
 Flat
 (a)

 The
in
North
net
sales
for
2024
was
by
a
in
from
 growth,
partially offset by favorable net price realization and mix.
 The components of North America Retail organic net
sales growth are shown in the following table:
 (4)
 pts
 pts
 (1)
 pt
 Flat
 (1)
 pt
 (a)
 North
organic
net
sales
in
2024
to
2023,
by
a
in
 contributions from organic volume growth, partially
offset by an increase in 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
 $
 4,324.3
 (2)
 %
 $
 4,426.3
 U.S. Morning Foods
 3,561.8
 (2)
 %
 3,620.1
 U.S. Snacks
 3,538.9
 (2)
 %
 3,611.0
 Canada (a)
 1,048.4
 %
 1,002.5
 Total
 $
 (1)
 %
 $
 (a)
 On a constant
currency basis, Canada
operating unit net
sales increased 6
percent in fiscal
2024. See the
"Non-GAAP Measures"
 section below for our use of this measure not defined by GAAP.
to $3,080
in
2024
to
$3,181
in
2023,
higher input
costs, a
decrease in
contributions from
volume growth,
and an increase
in SG&A
expenses, partially
offset by
 favorable
net
price
realization
and
mix.
on
a
basis
in
2024
 compared to fiscal 2023 (see the "Non-GAAP Measures" section below
for our use of this measure not defined by GAAP).

 INTERNATIONAL SEGMENT
 Our International
operating segment
reflects retail
and foodservice
businesses outside
and Canada.
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
Our
also
includes
manufactured
in
the
for
 export,
mainly
to
Caribbean
and
Latin
American
markets,
as
well
as
we
manufacture
for
sale
to
our
joint
 ventures. Revenues from export activities are reported in the region or
country where the end customer is located.
 International net sales were as follows:
 $
 2,746.5
 (1)
 %
 $
 2,769.5
 (3)
 pts
 pt
 pt
 (a)
 The
in
net
sales
in
2024
was
by
a
in
from
growth,
 partially offset by favorable net price realization and mix
and favorable foreign currency exchange.
 The components of International organic net sales growth
are shown in the following table:
 (3)
 pts
 pt
 (2)
 pts
 pt
 (1)
 pt
 (a)
 The 2
percent decrease
in International
organic net
sales growth
2024 compared
to fiscal
2023 was
a decrease
in
 contributions from organic volume growth, partially offset
by favorable organic net price realization and mix.
 Segment operating
profit decreased
23 percent
to $125 million
2024 compared
to $162
million in
2023, primarily
 higher input
costs and a
decrease in contributions
from volume growth
,
partially offset
by favorable net
price realization
and mix, the
 voluntary recall
on certain international

ice cream products
in fiscal 2023,
and a decrease
in SG&A expenses.
on
a
basis
in
2024
to
2023
(see
the
"Non-GAAP
 Measures" section below for our use of this measure not defined by GAAP).
 PET SEGMENT
 Our Pet operating segment includes
pet food products sold primarily in the
United States and Canada in national
pet superstore chains,
 e-commerce retailers,
grocery stores,
regional pet
store chains,
mass merchandisers,
and veterinary
clinics and
hospitals. Our
 categories include
dog and
cat food
(dry foods,
wet foods,
and treats)
made with
whole meats,
fruits, and
vegetables and
other high-
 quality natural ingredients. Our
tailored pet product offerings
address specific dietary,
lifestyle, and life-stage needs
and span different
 product types, diet types, breed sizes for dogs, lifestages, flavors, product
functions,
and textures and cuts for wet foods.

 Pet net sales were as follows:
 $
 2,375.8
 (4)
 %
 $
 2,473.3
 (7)
 pts
 pts
 Flat
 (a)
 Pet net
sales decreased
4 percent
2024 compared
to fiscal
2023, driven
by a
decrease in
contributions from
volume growth,
 partially offset by favorable net price realization and mix.
 The components of Pet organic net sales growth are shown in the following
table:
 (7)
 pts
 pts
 (4)
 pts
 Flat
 (4)
 pts
 (a)
 The 4
percent decrease
in Pet organic
growth in
fiscal 2024
was driven
by a
decrease in
contributions from
organic volume
 growth, partially offset by favorable organic net
price realization and mix.
 Pet operating
profit increased
9 percent
to $486 million
2024, compared
to $446 million
2023, primarily
 favorable net
price realization
and mix
and lower
input costs, partially
offset by
a decrease
in contributions
from volume
growth and
 an increase in
SG&A expenses. Segment
operating profit increased
9 percent on
a constant-currency basis
in fiscal 2024
 fiscal 2023 (see the "Non-GAAP Measures" section below for our use of this measure
not defined by GAAP).
 NORTH AMERICA FOODSERVICE SEGMENT
 Our
North
consists
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:

 $
 2,258.7
 %
 $
 2,191.5
 pts
 pt
 Flat
 (a)

Foodservice net
sales increased
3 percent
2024,
an increase
in contributions
from volume
 and favorable net price realization and mix.

 The components of North America Foodservice organic
net sales growth are shown in the following table:
 pts
 pt
 pts
 Flat
 Acquisition (b)
 pt
 pts
 (a)
 Measured in tons based on the standard weight of our product shipments.
 (b)
of
TNT
Crust
in
2023.
Please
see
Note
to
the
in
Part
II,
Item
of
this
 report.
 The
in
North
organic
net
sales
in
2024
was
by
an
in
 contributions from organic volume growth and favorable
organic net price realization and mix.
 Segment operating profit
increased 9 percent to $316
million in fiscal 2024,
compared to $290 million
in fiscal 2023, primarily
 by favorable
net price realization
and mix
and an increase
in contributions
from volume growth
,
partially offset
by higher
input costs
 and
an
in
SG&A
expenses.
on
a
basis
in
2024
 compared to fiscal 2023 (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
gains and
losses on
investments,
from
managed
by
our
Gold
Medal
Ventures
entity,
and
other
items
that
are
not
part
of
our
measurement
of
 operating performance.
These include
gains and
losses arising
from the
revaluation of
certain grain
inventories and
gains and
 from
of
until
passed
back
to
our
segments.
These
items
affecting
 operating profit
are centrally
managed at
the corporate
level and
are excluded
from the
measure of
segment profitability
reviewed by
 executive
management.
Under
our
chain
organization,
our
manufacturing,
warehouse,
and
are
 substantially
integrated
across
our
in
order
to
maximize
and
productivity.
As
a
fixed
and
 depreciation and amortization expenses are neither maintained nor available
by operating segment.
 Unallocated corporate
expense totaled
$334 million
2024, compared
to $1,033
million last
year.
We
recorded a
$39 million
 net decrease
in expense
related to
the mark-to-market
valuation of
certain commodity
positions and
grain inventories
2024,
to
a
$292
net
in
last
year.
In
2024,
and
and
 charitable contributions decreased compared to fiscal 2023.
We recorded
$18 million of net losses related to valuation adjustments and
 the sale of
corporate investments in
fiscal 2024, compared
to $84 million
of net losses
in fiscal 2023.
In fiscal 2024,
we recorded $30
of
net
recoveries
to
a
voluntary
recall
on

ice
cream
in
2023,
 compared to a
$22 million charge
in fiscal 2023.
We
recorded a $53 million
legal recovery in
fiscal 2024. In
fiscal 2024, we
 $14
of
to
our
acquisition
of
a
pet
food
in
Europe.
We
$6
of
 integration costs primarily related
to our acquisition of TNT
Crust in fiscal 2023. In
addition, we recorded $18 million
of restructuring
and
$2
of
initiative
costs
in
cost
of
sales
in
2024,
to
$5
of
 restructuring charges and $2 million of restructuring
initiative project-related costs in cost of sales in fiscal 2023.

 IMPACT OF INFLATION
 We
experienced
broad-based
input
cost
inflation
of
in
2024
and
in
2023.
We
to
input
cost
inflation
in
2025.
We
attempt
to
minimize
the
of
inflation
HMM,
 Strategic
Revenue
Management
(SRM),
planning,
and
practices.
Our
risk
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
 $6.1 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
26,
2024,
we had
$330
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
 2024
 2023
 Net earnings, including earnings attributable to redeemable and noncontrolling
 $
 $
 2,609.6
 Depreciation and amortization
 552.7
 546.6
 After-tax earnings from joint ventures
 (84.8)
 (81.3)
 Distributions of earnings from joint ventures
 50.4
 69.9
 Stock-based compensation
 95.3
 111.7
 Deferred income taxes
 (48.5)
 (22.2)
 Pension and other postretirement benefit plan contributions
 (30.1)
 (30.1)
 Pension and other postretirement benefit plan costs
 (27.0)
 (27.6)
 -
 (444.6)
 Restructuring, impairment, and other exit costs
 223.5
 24.4
 Changes in current assets and liabilities, excluding the effects of
acquisitions and divestitures
 10.6
 (48.9)
 41.9
 71.1
 Net cash provided by operating activities
 $
 3,302.6
 $
 2,778.6
2024,
cash
by
was
$3,303
to
$2,779 million
in
the
same
last
year.
The
 $524 million increase was primarily
driven by a $354 million increase in
net earnings, excluding the $445
million net divestitures gain
 in fiscal 2023 and a $199 million change in restructuring, impairment, and other
exit costs.
 We
strive
to
grow
core
working
at
or
below
the
rate
of
in
our
net
sales.
For
2024,
core
working
net
 liability
percent,
to
a
net
sales
of
percent.
The
core
working
net
liability
$54
 million from a
net liability of
$339 million in
fiscal 2023 to
a net liability of
$393
million in fiscal
2024. The $54
million net liability
 increase was primarily due to a decrease in inventory,
partially offset by a decrease in accounts payable in fiscal 2024.
 Cash Flows from Investing Activities
 2024
 2023
 Purchases of land, buildings, and equipment
 $
 (774.1)
 $
 (689.5)
 Acquisitions, net of cash acquired
 (451.9)
 (251.5)
 Investments in affiliates, net
 (2.7)
 (32.2)
 Proceeds from disposal of land, buildings, and equipment
 0.8
 1.3
 Proceeds from divestitures, net of cash divested
 -
 633.1
 30.5
 (7.6)
 Net cash used by investing activities
 $
 (1,197.4)
 $
 (346.4)
 In
2024,
we
used
$1,197 million
of
cash
investing
to
$346 million
in
2023.
We
invested
 $774 million in land, buildings, and equipment in fiscal 2024, an
increase of $85 million from fiscal 2023.

2024,
we
a
pet
food
in
Europe
for
$426
cash,
net
of
cash
acquired.
We
to
pay
an
 additional amount of
approximately $8 million related
to a holdback in
the first quarter of
fiscal 2025, contingent
upon certain closing
 requirements.
2023,
we
TNT
Crust
for
$252
cash,
net
of
cash
acquired.
2023,
we
 completed the sale of our Helper main meals and Suddenly Salad side dishes business
es for cash proceeds of $607 million.
 We
expenditures
to
be
3.5
of
net
sales
in
2025.
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
 2024
 2023
 Change in notes payable
 $
 (20.5)
 $
 (769.3)
 Issuance of long-term debt
 2,065.2
 2,324.4
 Payment of long-term debt
 (901.5)
 (1,421.7)
 Proceeds from common stock issued on exercised options
 25.5
 232.3
 Purchases of common stock for treasury
 (2,002.4)
 (1,403.6)
 Dividends paid
 (1,363.4)
 (1,287.9)
 Distributions to noncontrolling and redeemable interest holders
 (21.3)
 (15.7)
 (53.9)
 (62.6)
 Net cash used by financing activities
 $
 (2,272.3)
 $
 (2,404.1)
 Financing activities used
$2.3 billion of cash in
fiscal 2024 compared to
$2.4 billion in fiscal 2023.
We
had $1,143 million of net
debt
 issuances in
fiscal 202
$133 million
of net
debt issuances
2023.
For more
on our
debt
issuances
 and payments, please refer to Note 9 to the Consolidated Financial Statements in
Item 8 of this report.
2024,
we
received
$26 million
of
net
proceeds
from
stock
on
exercised
to
 $232 million in fiscal 2023.
 During fiscal 2024, we
repurchased 29 million shares
of our common stock for
$2,002 million. During fiscal 2023,
we repurchased 18
 million shares of our common stock for $1,404 million.

 Dividends paid in fiscal 2024 totaled
$1,363 million, or $2.36 per share.
Dividends paid in fiscal 2023
totaled $1,288 million, or $2.16
 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
 2024
 2023
 Investments in affiliates, net
 $
 (2.7)
 $
 (32.2)
 Dividends received
 50.4
 69.9

 The following table details the fee-paid committed and uncommitted credit
lines we had available as of May 26, 2024:
 In Billions
 Facility Amount
 Borrowed Amount
 Committed credit facility expiring April 2026
 $
 2.7
 $
 -
 Uncommitted credit facilities
 0.7
 -
 Total committed
and uncommitted credit facilities
 $
 3.4
 $
 -
 To ensure availability
of funds, we maintain bank credit lines and have commercial paper programs
available to us in the United States
 and Europe.
 We
have material
contractual obligations
that arise
normal course
of business
and we
cash flows
from operations
 will be adequate to meet our liquidity and capital needs for at least the next 12
months.
 Certain
of
our
debt
agreements,
our
and
our
contain
restrictive
covenants.
As
of
 May 26, 2024, we were in compliance with all of these covenants.

 We
have $1,614
long-term debt
maturing in
the next
12 months
that is
classified as
current, including
$800 million
of 4.0
 percent fixed-rate notes due April 17, 2025, and
 750 million of floating-rate notes due November 8,
2024. We believe
that cash flows

 from operations,
together with
available short-
and long-term
debt financing,
will be
adequate to meet
our liquidity
and capital
needs
 for at least the next 12 months.
 As of May
our total debt,
including the
impact of derivative
instruments designated
as hedges, was
85 percent
in fixed-rate
 and 15
floating-rate instruments,
80 percent
in fixed-rate
and 20
floating-rate instruments
on May
 28, 2023.

 The
third-party
holder
of
the
Mills
Cereals,
LLC
(GMC)
Class A
Interests
receives
quarterly
preferred
distributions
from
 available net
income based
on the application
of a
floating preferred
return rate
holder's capital
account balance
established in
 the most recent
mark-to-market valuation
(currently $252 million). The
floating preferred return
rate on GMC's
Class A Interests
was
 the
sum
of
three-month
Term
SOFR
plus
basis
points.
On
June
1,
2024,
the
floating
preferred
rate
on
GMC's
Class
A
 Interests was
reset to
the sum
three-month Term
SOFR plus
261 basis
points. The
preferred return
rate is
adjusted every
three
 years through a negotiated agreement with the Class A Interests
holder or through a remarketing auction.
 We
have an option
to purchase the
Class A Interests for
consideration equal to
the then current
capital account value,
plus any unpaid
 preferred return
and the
prescribed make-whole
amount. If
we purchase
these interests,
any change
third-party holder's
 account
from
its
original
value
will
be
charged
directly
to
retained
and
will
or
the
net
used
to
 calculate EPS in that period.
 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
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
$425
as
of
May
26,
2024,
and
$394
as
of
May
28,
2023.
Because
these
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

 Goodwill
and
other
are
not
to
amortization
and
are
tested
for
annually
and
events or
circumstances
indicate
that impairment
may have
occurred. Our
estimates of
for
testing
are determined
a
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
cash
flow
model
using
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
26,
2024,
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
future performance
or
a different
cost
of capital
could
in
 material impairment losses
and amortization expense.
We
performed our fiscal
2024 assessment of
our intangible assets
as of the first
 day of
the second
quarter of
fiscal 2024.
As a result
of lower
future profitability
projections for
our Latin
America reporting
unit, we
 determined
that
the
fair
value
of
the
unit
was
less
than
its
book
value
and
a
$117
non-cash
 impairment charge.
In addition, during the fourth
quarter of fiscal 2024, we executed
our fiscal 2025 planning process and
preliminary
 long-range planning
process, which
resulted in
lower future
projections for
the businesses
supporting
our
 Top
 Chews
,
 True
Chews,

and
 EPIC

brand
assets.
As
a
of
this
triggering
event,
we
performed
an
interim
 assessment of
these assets as
of May 26,
2024, and determined
that the fair
value of these
assets no longer
exceeded
 the
of
the
respective
in
$103
of
non-cash
charges.
We
 charges in restructuring,
impairment, and other
exit costs in our
Consolidated Statements of
Earnings. Our estimates
of the fair
 were
determined
based
on
a
cash
flow
model
using
which
our
long-range
cash
flow
projections
for
the
 businesses,
cost
of capital
and
tax rates.
These
s
are Level
3 assets
in
the
 hierarchy.

 All other intangible
asset fair values
were substantially
in excess of
values, except for
the
 Uncle Toby's
 asset. In
addition,
while having
significant coverage
as of
our fiscal
2024
assessment date,
the
,
,

and True
Chews
 brand intangible assets had risk of decreasing coverage. We
will continue to monitor applicable 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
 We have
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
 Canada,
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
working
lives.
 Accordingly,
we
make
to
predict
and
costs
and
many
years
prior
to
the
settlement
of
our
 obligations.
Assumptions
that
judgment
and
have
a material
on
the
measurement
of
our
net
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 0.6
the 1-year
period ended
2024, and
returns of
2.3 percent,
4.5 percent,
 7.5 percent, and 6.8 percent for the 5, 10, 15, and 20-year periods ended
May 26, 2024.
 On a weighted-average basis, the
expected rate of return for all
defined benefit plans was 7.13
percent for fiscal 2024, 6.70
percent for
 fiscal 2023, and 5.85 percent for fiscal 2022. For
fiscal 2025,
we increased our weighted-average expected rate of
return on plan assets
 for our principal
defined benefit pension
and other postretirement
plans in the
United States to
7.70 percent due
to higher prospective
 long-term asset returns primarily on fixed income investments.
 Lowering
the
rate
of
on
by
basis
points
would
our
net
and
 expense by $58 million for
fiscal 2025. 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
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 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
 %
 Obligations as of May 31, 2023
 5.18
 %
 5.19
 %
 4.55
 %
 Effective rate for fiscal 2023 service costs
 4.57
 %
 4.41
 %
 3.69
 %
 Effective rate for fiscal 2023 interest costs
 4.03
 %
 3.80
 %
 3.35
 %
 Lowering
the
rates
by
basis
points
would
our
net
other
and
 postemployment benefit plan expense
for fiscal 2025 by approximately
$29 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 7.3
percent for
retirees age
65 and
over and
7.3 percent
for retirees
under age
65 at
the end
2024. Rates
are graded
down
 annually until
the ultimate
trend rate
of 4.5
percent is
reached in
2033 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
experience
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
2024,
we
net
other
and
plan
of
 $11 million
$6 million of
income in
fiscal 2023
and $26 million
of income
2022. As
of May
we had
 cumulative unrecognized
actuarial net losses of
$2 billion on our
defined benefit pension plans
and cumulative unrecognized
actuarial
 net gains of
$185 million on our
postretirement and postemployment
benefit plans. These
net unrecognized actuarial
losses will result
 in
increases
in
our
net
and
because
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 March
2024,
the SEC
issued final
rules on
the enhancement
and
standardization
of climate-related
disclosures.
The rules
of,
among
other
things:
climate-related
risks;
to
mitigate
or
adapt
to
such
risks;
governance
and
of
such
risks;
and
greenhouse
gas
(GHG)
emissions
from
owned
or
controlled
(Scope
1)
and/or
 indirect emissions
from purchased
energy consumed
in operations (Scope
2). Additionally,
the rules require
disclosure in
the notes
to
 the financial
statements of
the effects
of severe
weather events
natural conditions,
subject to
certain materiality
thresholds.
 The SEC
has issued
a stay
final rules
litigation and
the effective
date is
delayed indefinitely.
We
are in
the process
of
 analyzing the impact of the rules on our disclosures.

 In December 2023, the
Financial Accounting Standards Board
(FASB) issued
Accounting Standards Update (ASU)
2023-09 requiring
 enhanced
tax
disclosures.
The
ASU
of
and
disaggregation
of
in
the
rate
 reconciliation table. The
ASU also requires
disclosure of disaggregated
information related to
income taxes paid,
income or loss
from
 continuing
before
tax
or
and
tax
or
from
continuing
operations.
The
 requirements
of
the
ASU
are
for
beginning
after
December
15,
2024,
which
for
us
is
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 of the ASU on our related disclosures.

 In
November
2023,
the
FASB
ASU
2023-07
requiring
enhanced
disclosures.
The
ASU
of
regularly
to
the
chief
decision
maker
(CODM)
within
or
loss.
Additionally,
the
ASU
a
description
of
how
the
CODM
utilizes
or
loss
to
assess
 segment performance.
The requirements
ASU are effective
for annual
periods beginning
after December
15, 2023,
and interim
 periods within
fiscal years
beginning after
December 15,
2024. For
us, annual
reporting requirements
will be
effective for
our fiscal
 2025 and
interim reporting
requirements will
be effective
beginning with
our first
quarter of
fiscal 2026.
Early adoption
is permitted
 and retrospective
application is
for all
periods presented.
We
are in
the process
of analyzing
the impact
ASU on
our
 related disclosures.
 In December of 2021, the Organization for Economic Cooperation
and Development (OECD) established a framework, referred to as
 Pillar 2, designed to ensure large multinational enterprises pay
a minimum 15 percent level of tax on the income arising in each
 jurisdiction in which they operate. The earliest effective date is for
taxable years beginning after December 31, 2023, which for us is
 fiscal 2025.
Numerous countries have already enacted the OECD model rules, and several other
countries have drafted legislation.

 We do not
expect this legislation to have a material impact on our consolidated financial statements. We
will continue to monitor and
 evaluate new legislation and guidance, which could change our current
assessment.

 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 useful
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
adjusted
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.
 Non-cash
and
other intangible
assets impairment
to
our
Latin America
unit
and
our
 Top
Chews
,
 True Chews
, and
 EPIC

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

 Legal recovery recorded in fiscal 2024.

 Net
of
in
items.
Please
see
Note
to
the
 Consolidated Financial Statements in Item 8 of this report.
 Restructuring charges and project-related costs
 Restructuring
and
costs
to
commercial
strategy
and
previously
announced
in
2024.
Restructuring
and
costs
for
chain
actions,
network
 optimization
actions, and
previously announced
restructuring actions
2023. Please
see Note
4 to
the Consolidated
 Statements in Item 8 of this report.
 Costs related to the fiscal 2023 voluntary recall of certain international
 ice cream products, net of recoveries.
adjustments and the
gain on sale
of certain corporate
investments in fiscal
2024. Valuation
adjustments and the
loss on sale
 of certain corporate investments in fiscal 2023.
 Transaction
costs
to
the
acquisition
of
a
pet
food
in
Europe
in
2024.
Transaction
costs
to
the
sale
of
our
Helper
main
meals
and
Suddenly
Salad
side
dish
in
2023.
Please
see
Note
to
the
 Consolidated Financial Statements in Item 8 of this report.
 Integration
costs
from
the
acquisition
of
TNT
Crust
in
2024
and
2023.
Please
see
Note
to
the
 Consolidated Financial Statements in Item 8 of this report.
 Net divestitures
gain primarily
related to
the sale
Helper main
meals and
Suddenly Salad
side dishes
business in
fiscal 2023.
 Please see Note 3 to the Consolidated Financial Statements in Item 8 of this report.
 CPW restructuring charges
 CPW restructuring charges related to previously announced restructuring
actions.
 Organic Net Sales Growth Rates
 We
provide organic
growth rates
consolidated net
segment net
sales. This
measure is
used in
reporting to
 our
Board
of
and
executive
and
as
a
component
of
the
measurement
of
our
for
incentive
 compensation 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
evaluated
on
a
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
 2024
 2023
 Change
 Operating profit as reported
 $
 $
 3,433.8
 Flat
 220.2
 -
 (53.2)
 -
 (39.1)
 291.9
 Restructuring charges
 38.8
 61.0
 (30.3)
 22.5
 18.5
 84.0
 14.0
 0.4
 Project-related costs
 2.0
 2.4
 0.2
 5.9
 -
 (444.6)
 Adjusted operating profit
 $
 3,602.7
 $
 3,457.3
 %
 Foreign currency exchange impact
 Flat
 Adjusted operating profit growth, on a constant-currency basis
 %
 For more information on the reconciling items, please refer to 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
 2024
 2023
 Change
 Diluted earnings per share, as reported
 $
 4.31
 $
 4.31
 Flat
 0.28
 -
 (0.07)
 -
 (0.05)
 0.37
 Restructuring charges
 0.05
 0.08
 (0.04)
 0.03
 0.02
 0.11
 0.02
 -
 -
 0.01
 -
 (0.62)
 Adjusted diluted earnings per share
 $
 4.52
 $
 4.30
 %
 Foreign currency exchange impact
 Flat
 Adjusted diluted earnings per share growth, on a constant-currency basis
 %
 For more information on the reconciling items, please refer to 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
because
it
is
important
for
assessing
our
in
converting
to
cash
and
returning
cash
to
shareholders.
The
calculation
of
free
cash
flow
conversion
rate
and
net
cash
by
 operating activities conversion rate, its equivalent GAAP measure, follows:
 Net earnings, including earnings attributable to redeemable and noncontrolling
interests, as reported
 $
 Goodwill and other intangible assets impairments, net of tax
 161.8
 Legal recovery, net of
tax
 (40.3)
 Mark-to-market effects, net of tax
 (30.1)
 Restructuring charges, net of tax
 28.4
 Product recall, net, net of tax
 (23.3)
 Investment activity, net,
net of tax
 12.6
 Transaction costs, net of tax
 11.9
 CPW restructuring charges, net of tax
 2.0
 Project-related costs, net of tax
 1.3
 Acquisition integration costs, net of tax
 0.2
 Adjusted net earnings, including earnings attributable to redeemable and
noncontrolling interests
 $
 2,643.0
 Net cash provided by operating activities
 3,302.6
 Purchases of land, buildings, and equipment
 (774.1)
 Free cash flow
 $
 2,528.5
 Net cash provided by operating activities conversion rate
 131%
 Free cash flow conversion rate
 96%
 Note: Table may not foot due rounding.
 For more information on the reconciling items, please refer to 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
 2024
 2023
 Operating profit as reported
 $
 17.3
 %
 $
 3,433.8
 17.1
 %
 220.2
 1.1
 %
 -
 -
 %
 (53.2)
 (0.3)
 %
 -
 -
 %
 (39.1)
 (0.2)
 %
 291.9
 1.5
 %
 Restructuring charges
 38.8
 0.2
 %
 61.0
 0.3
 %
 (30.3)
 (0.2)
 %
 22.5
 0.1
 %
 18.5
 0.1
 %
 84.0
 0.4
 %
 14.0
 0.1
 %
 0.4
 -
 %
 Project-related costs
 2.0
 -
 %
 2.4
 -
 %
 0.2
 -
 %
 5.9
 -
 %
 -
 -
 %
 (444.6)
 (2.2)
 %
 Adjusted operating profit
 $
 3,602.7
 18.1
 %
 $
 3,457.3
 17.2
 %
 For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.

 Adjusted Effective Income Tax
Rates
 We
this
to
investors
because
it
presents
the
adjusted
tax
rate
on
a
 comparable year-to-year basis.
 Adjusted effective income tax rates are calculated as follows:
Ended
 2024
 2023
 (Except Per Share Data)
 Earnings (a)
 Taxes
 Earnings (a)
 Taxes
 As reported
 $
 3,028.3
 $
 594.5
 $
 3,140.5
 $
 612.2
 220.2
 58.4
 -
 -
 (53.2)
 (12.9)
 -
 -
 (39.1)
 (9.0)
 291.9
 67.1
 Restructuring charges
 38.8
 10.4
 61.0
 12.6
 (30.3)
 (7.0)
 22.5
 5.2
 18.5
 5.9
 84.0
 18.0
 14.0
 2.1
 0.4
 0.2
 Project-related costs
 2.0
 0.7
 2.4
 0.8
 0.2
 0.1
 5.9
 1.3
 -
 -
 (444.6)
 (73.2)
 As adjusted
 $
 3,199.4
 $
 643.1
 $
 3,164.0
 $
 644.1
 Effective tax rate:
 As reported
 19.6%
 19.5%
 As adjusted
 20.1%
 20.4%
 Sum of adjustments to income taxes
 $

48.6
 $

32.0
 Average number
of common shares - diluted EPS
 579.5
 601.2
 Impact of income tax adjustments on adjusted diluted EPS
 $
 (0.08)
 $
 (0.05)
 (a)
 Earnings before income taxes and after-tax earnings from joint ventures.
 For more information on the reconciling items, please refer to 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
 %
 Impact of foreign currency exchange
 (10)
 pts
 Percentage change in after-tax earnings from joint ventures on
a constant-currency basis
 %
 Net Sales Growth Rate for Canada Operating Unit on a Constant-currency
Basis
 We
this
of
our
Canada
unit
net
sales
to
investors
because
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
 %
 Impact of foreign currency exchange
 (1)
 pt
 Percentage change in net sales on a constant-currency basis
 %
 Constant-currency Segment Operating Profit Growth Rates
 We
this measure
provides useful
investors because
it provides
transparency to
underlying performance
of
 our
segments
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
 (3)
 %
 Flat
 (3)
 %
 (23)
 %
 (3)
 pts
 (20)
 %
 Pet
 %
 Flat
 %
 %
 Flat
 %
 Forward-Looking Financial Measures
 Our fiscal 2025
outlook for organic
net sales growth,
constant-currency adjusted
operating profit,
adjusted diluted
EPS, and free
cash
 flow conversion
are non-GAAP financial
measures that
exclude, or
have otherwise
been adjusted
for, items
impacting comparability,
 including the effect
of foreign currency exchange
rate fluctuations, restructuring
charges, acquisition transaction
and integration costs,
 acquisitions,
divestitures,
and
effects.
We
are
not
able
to
reconcile
these
non-GAAP
to their
most directly
comparable
GAAP financial
without
unreasonable
efforts because
we are
 unable to predict with a reasonable degree of certainty
the actual impact of changes in foreign currency exchange rates
and commodity

or
the
timing
or
of
acquisitions,
divestitures,
and
throughout
2025.
The
unavailable
 information could have a significant impact on our fiscal 2025 GAAP financial results.

 For
2025,
we
currently expect:
rates
(based
on
a blend
of
forward
and
forecasted
rates and
hedge
 positions)
and
acquisitions
and
divestitures
completed
prior
to
2025
will
have
no
to
net
sales
and
 restructuring charges to be immaterial.

 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
established
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
in
prices,
and
under
normal
conditions.
 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
would
be
offset
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
do not
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 26,
2024.
 Average During
 Analysis of Change
 Interest rate instruments
 $
 53.5
 $
 56.0
 $
 65.3
 Lower Market Volatility
 Foreign currency instruments
 29.8
 30.1
 36.7
 Exchange Rate Volatility
 Commodity instruments
 4.5
 5.1
 7.6
 Lower Market Volatility
 Equity instruments
 1.8
 2.1
 2.8
 Lower Market Volatility

 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
that are
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 shareholders.
 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
wish to 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
to differ
materially
from any
 current opinions or statements.
 Our
could
be
by
a
of
factors,
such
as:
disruptions
or
inefficiencies
in
the
chain;
 dynamics in the consumer foods
industry and the markets for
our products, including new product
introductions, advertising activities,
 pricing actions, and promotional
activities of our competitors;
economic conditions, including
changes in inflation rates,
interest rates,
 tax
or
the
availability
of
capital;
development
and
innovation;
acceptance
of
new
and
 improvements;
reaction
to
pricing
and
in
promotion
levels;
acquisitions
or
dispositions
of
or
 assets; changes in capital structure;
changes in the legal and regulatory
environment, including tax legislation, labeling
and advertising
 regulations, and litigation; impairments in the carrying
value of goodwill, other intangible assets, or other long
-lived assets, or changes
 in
the
lives
of
other
assets;
in
standards
and
the
of
estimates;
 product quality
and safety
issues, including
recalls and product
liability; changes
in consumer
demand for our
products; effectiveness
 of advertising,
and promotional
programs;
in consumer
behavior,
trends, and
preferences,
weight
loss
 trends; consumer perception
of health-related issues,
including obesity; consolidation
in the retail environment;
changes in purchasing
 and
inventory
levels
of
customers;
in
the
cost
and
availability
of
chain
resources,
raw
and
transportation;
of
and
cost
saving
initiatives;
in
the
derivatives used to
manage 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
statements.
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.
 Management
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
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
the Board
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
 the Board
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 2025.
 /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
(the
Company)
as
of
 May 26, 2024, and May 28, 2023,
the related consolidated statements of
earnings, comprehensive income, total equity
and redeemable
and
cash
flows
for
each
of
the
years
in
the
three-year
ended
May 26, 2024,
and
the
notes
and
 statement schedule
II (collectively,
the consolidated
financial statements).
We
also have
audited the
over
 financial reporting as
of May 26, 2024, based
on criteria established
in
 Internal Control
– Integrated Framework
(2013)

issued by the
 Committee of Sponsoring Organizations of the Treadway
Commission.
 In our
opinion, the
consolidated financial
statements referred
to above
present fairly,
in all material
respects, the
financial position
of
 the Company
as of
May 26, 2024, and
2023, and
the results
of its
operations and
its cash
flows for
each of
the years
 three-year
ended
May 26, 2024,
in
conformity
with
U.S.
accepted
principles.
Also
in
our
opinion,
the
 Company maintained,
in all material
respects, effective
over financial
reporting as of
May 26, 2024, based
on criteria
 established
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
assessment
of
the
of
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
 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
basis,
evidence
the
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
statements.
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
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
26,
2024,
were
$14,750.7
and
$6,728.6
million,
respectively.
The
tests
for
these
 assets, which
are performed
annually and
events or
circumstances
indicate that
impairment may
have
 occurred, require
the Company
to estimate
the reporting
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
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
in
evaluating
audit
evidence,
which
consists
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
evaluated
the
design
and
 tested
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
 the fair value
of the reporting
units and brands
intangible assets.
We
performed sensitivity
analyses over
the revenue
 rates, operating margins, brand
royalty rates and discount rates
to assess the impact of
other points within a range
of potential
 assumptions.
We
evaluated
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 the Company's
discount rates by
comparing them
against rate ranges
that were independently
developed
 using publicly available market data
for comparable entities and the royalty
rates by evaluating the methods, assumptions
and
 market data used to estimate the royalty rates.
 /s/
 KPMG

LLP
 We have served
as the Company's auditor since 1928.
 Minneapolis, Minnesota

 Consolidated Statements of Earnings
 (In Millions, Except per Share Data)
 2024
 2023
 2022
 $
 $
 $
 Cost of sales
 12,925.1
 13,548.4
 12,590.6
 Selling, general, and administrative expenses
 3,259.0
 3,500.4
 3,147.0
 -
 ( 444.6)
 ( 194.1)
 Restructuring, impairment, and other exit costs (recoveries)
 241.4
 56.2
 ( 26.5)
 3,433.8
 3,475.8
 Benefit plan non-service income
 ( 75.8)
 ( 88.8)
 ( 113.4)
 Interest, net
 479.2
 382.1
 379.6
 Earnings before income taxes and after-tax earnings
from joint ventures
 3,028.3
 3,140.5
 3,209.6
 Income taxes
 594.5
 612.2
 586.3
 After-tax earnings from joint ventures
 84.8
 81.3
 111.7
 Net earnings, including earnings attributable to redeemable and

noncontrolling interests
 2,609.6
 2,735.0
 Net earnings attributable to redeemable and noncontrolling interests
 22.0
 15.7
 27.7
 Net earnings attributable to General Mills
 $
 $
 2,593.9
 $
 2,707.3
 Earnings per share — basic
 $
 4.34
 $
 4.36
 $
 4.46
 Earnings per share — diluted
 $
 4.31
 $
 4.31
 $
 4.42
 Dividends per share
 $
 2.36
 $
 2.16
 $
 2.04

 Consolidated Statements of Comprehensive Income
 (In Millions)
 2024
 2023
 2022
 Net earnings, including earnings attributable to

redeemable and noncontrolling interests
 $
 $
 2,609.6
 $
 2,735.0
 Other comprehensive (loss) income, net of tax:
 ( 86.6)
 ( 110.8)
 ( 175.9)
 Net actuarial (loss) income
 ( 187.1)
 ( 228.0)
 101.6
 Other fair value changes:
 ( 3.2)
 1.3
 7.0
 Reclassification to earnings:
 -
 ( 7.4)
 342.2
 ( 18.7)
 35.1
 Amortization of losses and prior service costs
 36.7
 56.9
 75.8
 Other comprehensive (loss) income, net of tax
 ( 242.7)
 ( 306.7)
 385.8
 Total comprehensive
 2,275.9
 2,302.9
 3,120.8
 Comprehensive income (loss) attributable to

redeemable and noncontrolling interests
 22.1
 15.4
 ( 45.2)
 Comprehensive income attributable to General Mills
 $
 2,253.8
 $
 2,287.5
 $
 3,166.0

 Consolidated Balance Sheets
 (In Millions, Except Par Value)
 ASSETS
 Current assets:
 Cash and cash equivalents
 $
 418.0
 $
 585.5
 Receivables
 1,696.2
 1,683.2
 1,898.2
 2,172.0
 Prepaid expenses and other current assets
 568.5
 735.7
 Total current
 4,580.9
 5,176.4
 Land, buildings, and equipment
 3,863.9
 3,636.2
 Goodwill
 14,750.7
 14,511.2
 Other intangible assets
 6,979.9
 6,967.6
 Other assets
 1,294.5
 1,160.3
 Total assets
 $
 31,469.9
 $
 31,451.7
 LIABILITIES AND EQUITY
 Current liabilities:
 Accounts payable
 $
 3,987.8
 $
 4,194.2
 Current portion of long-term debt
 1,614.1
 1,709.1
 Notes payable
 11.8
 31.7
 Other current liabilities
 1,419.4
 1,600.7
 Total current
 7,033.1
 7,535.7
 Long-term debt
 11,304.2
 9,965.1
 Deferred income taxes
 2,200.6
 2,110.9
 Other liabilities
 1,283.5
 1,140.0
 Total liabilities
 21,821.4
 20,751.7
 Stockholders' equity:
 Common stock,
 754.6

shares issued, $
 0.10

par value
 75.5
 75.5
 Additional paid-in capital
 1,227.0
 1,222.4
 Retained earnings
 20,971.8
 19,838.6
 Common stock in treasury,
at cost, shares of
 195.5

and
 168.0
 ( 10,357.9)
 ( 8,410.0)
 Accumulated other comprehensive loss
 ( 2,519.7)
 ( 2,276.9)
 Total stockholders'
 9,396.7
 10,449.6
 Noncontrolling interests
 251.8
 250.4
 Total equity
 9,648.5
 10,700.0
 Total liabilities and equity
 $
 31,469.9
 $
 31,451.7

 Consolidated Statements of Total
Equity and Redeemable Interest
 (In Millions, Except per Share Data)
 2024
 2023
 2022
 Shares
 Shares
 Shares
 Total equity,
beginning balance
 $
 10,700.0
 $
 10,788.0
 $
 9,773.2
 Common stock,

billion shares authorized, $
 0.10

par value
 754.6
 75.5
 754.6
 75.5
 754.6
 75.5
 Additional paid-in capital:
 1,222.4
 1,182.9
 1,365.5
 Stock compensation plans
 ( 11.7)
 34.5
 17.9
 Unearned compensation related to stock unit awards
 ( 78.1)
 ( 104.7)
 ( 92.2)
 Earned compensation
 94.4
 109.7
 104.5
 Decrease in redemption value of

redeemable interest
 -
 -
 14.1
 Reversal of cumulative redeemable interest

value adjustments
 -
 -
 ( 207.4)
 Acquisition of noncontrolling interest
 -
 -
 ( 19.5)
 1,227.0
 1,222.4
 1,182.9
 Retained earnings:
 19,838.6
 18,532.6
 17,069.8
 Net earnings attributable to General Mills
 2,593.9
 2,707.3
 Cash dividends declared ($
 2.36
, $
 2.16
, and $
 2.04

per share)
 ( 1,363.4)
 ( 1,287.9)
 ( 1,244.5)
 20,971.8
 19,838.6
 18,532.6
 Common stock in treasury:
 ( 168.0)
 ( 8,410.0)
 ( 155.7)
 ( 7,278.1)
 ( 146.9)
 ( 6,611.2)
 Shares purchased, including excise tax of $
 18.8

million, $-,
 N/A
 ( 29.2)
 ( 2,021.2)
 ( 18.0)
 ( 1,403.6)
 ( 13.5)
 ( 876.8)
 Stock compensation plans
 1.7
 73.3
 5.7
 271.7
 4.7
 209.9
 ( 195.5)
 ( 10,357.9)
 ( 168.0)
 ( 8,410.0)
 ( 155.7)
 ( 7,278.1)
 Accumulated other comprehensive loss:
 ( 2,276.9)
 ( 1,970.5)
 ( 2,429.2)
 Comprehensive (loss) income
 ( 242.8)
 ( 306.4)
 458.7
 ( 2,519.7)
 ( 2,276.9)
 ( 1,970.5)
 Noncontrolling interests:
 250.4
 245.6
 302.8
 Comprehensive income (loss)
 22.1
 15.4
 ( 16.0)
 Distributions to noncontrolling interest holders
 ( 21.3)
 ( 15.7)
 ( 129.8)
 Reclassification from redeemable interest
 -
 -
 561.6
 Reversal of cumulative redeemable interest

value adjustments
 -
 -
 207.4
 Change in ownership interest
 0.6
 -
 -
 Divestiture
 -
 5.1
 ( 680.4)
 251.8
 250.4
 245.6
 Total equity,
ending balance
 $
 9,648.5
 $
 10,700.0
 $
 10,788.0
 Redeemable interest:
 $
 -
 $
 -
 $
 604.9
 Comprehensive loss
 -
 -
 ( 29.2)
 Decrease in redemption value of

redeemable interest
 -
 -
 ( 14.1)
 Reclassification to noncontrolling interest
 -
 -
 ( 561.6)
 $
 -
 $
 -
 $
 -

 Consolidated Statements of Cash Flows
 (In Millions)
 2024
 2023

 2022

 Cash Flows - Operating Activities
 Net earnings, including earnings attributable to redeemable and noncontrolling interests
 $
 $
 2,609.6
 $
 2,735.0
 Adjustments to reconcile net earnings to net cash provided by operating activities:
 Depreciation and amortization
 552.7
 546.6
 570.3
 After-tax earnings from joint ventures
 ( 84.8)
 ( 81.3)
 ( 111.7)
 Distributions of earnings from joint ventures
 50.4
 69.9
 107.5
 Stock-based compensation
 95.3
 111.7
 98.7
 Deferred income taxes
 ( 48.5)
 ( 22.2)
 62.2
 Pension and other postretirement benefit plan contributions
 ( 30.1)
 ( 30.1)
 ( 31.3)
 Pension and other postretirement benefit plan costs
 ( 27.0)
 ( 27.6)
 ( 30.1)
 -
 ( 444.6)
 ( 194.1)
 Restructuring, impairment, and other exit costs (recoveries)
 223.5
 24.4
 ( 117.1)
 Changes in current assets and liabilities, excluding the effects of acquisitions and divestitures
 10.6
 ( 48.9)
 277.4
 41.9
 71.1
 ( 50.7)
 Net cash provided by operating activities
 3,302.6
 2,778.6
 3,316.1
 Cash Flows - Investing Activities
 Purchases of land, buildings, and equipment
 ( 774.1)
 ( 689.5)
 ( 568.7)
 Acquisitions, net of cash acquired
 ( 451.9)
 ( 251.5)
 ( 1,201.3)
 Investments in affiliates, net
 ( 2.7)
 ( 32.2)
 15.4
 Proceeds from disposal of land, buildings, and equipment
 0.8
 1.3
 3.3
 Proceeds from divestitures, net of cash divested
 -
 633.1
 74.1
 30.5
 ( 7.6)
 ( 13.5)
 Net cash used by investing activities
 ( 1,197.4)
 ( 346.4)
 ( 1,690.7)
 Cash Flows - Financing Activities
 Change in notes payable
 ( 20.5)
 ( 769.3)
 551.4
 Issuance of long-term debt
 2,065.2
 2,324.4
 2,203.7
 Payment of long-term debt
 ( 901.5)
 ( 1,421.7)
 ( 3,140.9)
 Proceeds from common stock issued on exercised options
 25.5
 232.3
 161.7
 Purchases of common stock for treasury
 ( 2,002.4)
 ( 1,403.6)
 ( 876.8)
 Dividends paid
 ( 1,363.4)
 ( 1,287.9)
 ( 1,244.5)
 Distributions to redeemable and noncontrolling interest holders
 ( 21.3)
 ( 15.7)
 ( 129.8)
 ( 53.9)
 ( 62.6)
 ( 28.0)
 Net cash used by financing activities
 ( 2,272.3)
 ( 2,404.1)
 ( 2,503.2)
 Effect of exchange rate changes on cash and cash equivalents
 ( 12.0)
 ( 58.0)
 (Decrease) increase in cash and cash equivalents
 ( 167.5)
 16.1
 ( 935.8)
 Cash and cash equivalents - beginning of year
 585.5
 569.4
 1,505.2
 Cash and cash equivalents - end of year
 $
 418.0
 $
 585.5
 $
 569.4
 Cash flow from changes in current assets and liabilities, excluding the effects of acquisitions and

divestitures:
 Receivables
 $
 ( 1.8)
 $
 ( 41.2)
 $
 ( 166.3)
 287.6
 ( 319.0)
 ( 85.8)
 Prepaid expenses and other current assets
 167.0
 61.6
 ( 35.3)
 Accounts payable
 ( 251.2)
 199.8
 456.7
 Other current liabilities
 ( 191.0)
 49.9
 108.1
 Changes in current assets and liabilities
 $
 10.6
 $
 ( 48.9)
 $
 277.4

 Notes to Consolidated Financial Statements
 NOTE 1. BASIS OF PRESENTATION
AND RECLASSIFICATIONS
 Basis of Presentation
 Our Consolidated Financial
Statements include the
accounts of General
Mills, Inc. and all
subsidiaries in which
we have a controlling
interest.
Intercompany
and
accounts,
any
and
interests'
share
of
those
 transactions, are eliminated in consolidation.
 Our fiscal year ends on the last Sunday in May.
Our India business is on an April fiscal year end.
 Certain
reclassifications
to
our
previously
have
been
made
to
conform
to
the
 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
valued
at
the
lower
of
cost,
using
the
last-in,
first-out
(LIFO)
method,
or
 market. Grain inventories are
valued at net realizable
value, and all related cash
contracts and derivatives are valued
at fair value, with
 all net changes in value recorded in earnings currently.
States are
valued
at
the lower
of
cost, using
the
first-in,
first-out
(FIFO) method,
or net
 realizable value.
 Shipping
costs associated
distribution of
finished product
customers are
recorded as
cost of
are recognized
 when the related finished product is shipped to and accepted by the customer.

 Land, Buildings, Equipment, and Depreciation

 Land is recorded at historical cost.
Buildings and equipment, including
capitalized interest and internal engineering
costs, are recorded
 at
cost
and
depreciated
over
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
depreciation
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

 Goodwill
is
not
to
amortization
and
is
tested
for
annually
and
events
or
in
circumstances
 indicate that impairment may have
occurred. We
perform our annual goodwill and
indefinite-lived intangible assets impairment
test as
first day
second quarter
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
the reporting
unit exceeds
its fair
value up
total amount
of
 goodwill allocated
reporting unit.
Our estimates
of fair
value are
determined based
on a
model. Growth
 rates for sales and profits are determined using inputs from our long-range
planning process. We also make
estimates of discount rates,
 perpetuity growth assumptions, market comparables, and other factors.

 We evaluate the
useful lives of our other intangible assets, mainly brands, to
determine if they are finite or indefinite-lived.
Reaching a
 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 indefinite-lived
intangible assets,
mainly intangible
assets primarily
associated with
the
 Blue Buffalo
,

Pillsbury
,
 Totino's
,
 Old El
 Paso
,
,

Annie's
,
, and

brands, are also tested
for impairment annually
and whenever events or
 in circumstances
indicate that
their carrying
value may
not be
recoverable. Our
estimate of
the brands
is based
on a
cash
flow
model
using
which
projected
revenues
from
our
long-range
plan,
assumed
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
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
cost of
 capital,
or
disruptions.
The
used
to
fair
value
and
 profitability,
spending,
depreciation
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
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
conditions.
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
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
 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.
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
for
which
settlement
is not
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
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
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
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
is generally
 immediately
for
to
retirement-eligible
individuals
or
over
the
from
the
grant
date
to
the
date
retirement
 eligibility is achieved, if less than the stated vesting period.
 We report the
benefits of tax deductions in excess of recognized compensation cost as an operating
cash flow.

 Defined Benefit Pension, Other Postretirement Benefit, and Postemployment

 We
sponsor
several domestic
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
Canada,
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
the reporting
 These
our
for
recognition,
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

 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
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.
first quarter
2024, we adopted
new requirements
for enhanced
disclosures related
to supplier
financing programs.
The
 new standard requires
disclosure of the
key terms of
the program and
a rollforward of
the related obligation
during the annual
period,
the
of
confirmed
and
subsequently
paid.
We
have
historically
presented
the
key
terms
of
 these
programs
and
the
outstanding.
The
rollforward
requirement
is
for
years
beginning
after
 December 15,
2023, which
for us
is the
first quarter
2025. The
adoption of
this guidance
did not
have a
material impact
on
 our financial statements and related disclosures.

 NOTE 3. ACQUISITIONS AND DIVESTITURES

 During the fourth quarter
of fiscal 2024, we acquired
a pet food business in Europe,
for a purchase price of $
 434.5

million, net of cash
 acquired. The
purchase price
includes approximately
$

million related
to a
holdback, which
we expect
to pay
first quarter
of
2025,
contingent
upon
closing
requirements.
We
financed
the
with
cash
on
hand.
We
the
 business into
our Consolidated
Balance Sheets
and recorded
goodwill of
$
 318.1

million, an
indefinite-lived brand
intangible asset
of
 $
 118.4

million and
a finite-lived
customer relationship
asset of
$
 14.2

million. The
goodwill is
International segment
 and is
not deductible
for tax
purposes. The
pro forma
effects of
this acquisition
were not
material. We
have conducted
a preliminary
 assessment
of
value
liabilities of
the business
and
will continue
to review
these
items during
the
 measurement period.
If new information
is obtained
about facts
and circumstances
that existed
at the
acquisition date, the
acquisition
will
be
revised
to
reflect
the
adjustments
to
of
these
items.
The
will
be
as
part
of
our
in
on
a
one-month
lag.
Accordingly,
in
2024,
our
 Consolidated Statements of Earnings do not include results of this business.

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

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

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

 During the
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

 In fiscal 2022, we sold our European dough businesses and recorded
a net pre-tax gain on sale of $
 30.4

the
third
of
2022,
we
sold
our
in
SAS,
Marques
SNC,
and
Libert
Marques
S rl
to
 Sodiaal International (Sodiaal) in
exchange for Sodiaal's
interest in our Canadian yogurt business, a
modified agreement for the
use of

and
 Libert
 brands in the
United States and
Canada, and cash.
We
recorded a net
pre-tax gain of
$
 163.7

million on the
sale of
 these businesses.

the
first
of
2022,
we
Tyson
Foods'
pet
treats
for
$
 1.2

billion
in
cash.
We
financed
the
with
a
combination
of
cash
on
hand
and
short-term
debt.
We
Tyson
Foods'
pet
treats
into
our
Sheets
and
of
$
 762.3

million,
for
the
,
 Top
 Chews
, and
 True
Chews

totaling
$
 330.0

in
aggregate,
and
a
finite-lived
customer
relationship
asset
of
$
 40.0

 The goodwill is included in
the Pet reporting unit and is
deductible for tax purposes. The
pro forma effects of
this acquisition were not
 material.

 NOTE 4. RESTRUCTURING, IMPAIRMENT,
AND OTHER EXIT COSTS

 INTANGIBLE ASSET
IMPAIRMENTS
 In fiscal 2024, we
recorded a $
 117.1

million non-cash goodwill impairment
charge related to
our Latin America reporting
unit. Please
 see Note 6 for additional information.
 In fiscal
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 INITIATIVES
 We view
our restructuring activities as actions
that help us meet our long-term
growth targets and are evaluated
against internal rate of
 return and net
present value targets.
Each restructuring
action normally takes
one to two
years to complete.
At completion (or
as each
 major stage
is completed
case of
multi-year programs),
the project
begins to
deliver cash
savings and/or
reduced depreciation.
 These activities
result in
various restructuring
costs, including
asset write-offs,
exit charges
including severance,
contract termination
 fees, and decommissioning
and other costs.
Accelerated depreciation
associated with restructured
assets, as used
in the context
 disclosures
activity,
refers
to
the
in
depreciation
caused
by
shortening
the
life
or
 updating
the salvage
value
of depreciable
fixed
assets to
coincide
end of
under an
approved
plan.
 Any impairment of the asset is recognized immediately in the period the plan
is approved.
 Restructuring charges recorded in fiscal 2024 were

 Commercial strategy actions
 $
 18.6
 Charges associated with restructuring actions previously
announced
 20.2
 Total restructuring
 $
 38.8

 In fiscal 2024, we approved
restructuring actions to enhance the
go-to-market commercial strategy and related
organizational structure
Pet segment.
We
incur approximately
$

restructuring charges
and project-related
costs related
to these
 actions,
of
which
$

will
be
cash.
These
are
to
consist
of
$

of
 accelerated depreciation
and $

other costs,
including severance.
We
recognized $
 13.7

accelerated depreciation
 and $
 4.9

million of other costs in fiscal 2024. We
expect these actions to be completed by the end of fiscal 2026.
 In fiscal
increased the
estimate of
restructuring charges
that we
incur related
to our previously
announced actions
 in
the
to drive
efficiencies
in manufacturing
and
logistics operations.
As a
we
recorded a
$
 3.4

 long-lived
asset
charge.
We
have
incurred
$

of
and
costs
to
these
actions,
of
which
$

was
cash.
These
consisted
of
$

of
 severance
and
$

of
other
asset
write-offs.
We
to
pay
$

in
cash
to
 these actions and record immaterial charges in fiscal 2025.

 Certain actions are subject to union negotiations and works counsel consultations,
where required.
 We paid net
$
 35.5

million of cash related to restructuring actions in fiscal 2024. We
paid net $
 36.6

million of cash in fiscal 2023.

 Restructuring charges recorded in fiscal 2023 were

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

 Restructuring charges recorded in fiscal 2022 were

 International manufacturing and logistics operations
 $
 15.0
 Net recoveries associated with restructuring actions previously announced
 ( 38.2)
 Total net restructuring
recoveries
 $
 ( 23.2)

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

 2024
 2023
 2022
 Restructuring, impairment, and other exit costs (recoveries)
 $
 241.4
 $
 56.2
 $
 ( 26.5)
 Cost of sales
 17.6
 4.8
 3.3
 Total restructuring
and impairment charges (recoveries)
 259.0
 61.0
 ( 23.2)
 Project-related costs classified in cost of sales
 $
 2.0
 $
 2.4
 $
 -

 The roll forward of our restructuring and other exit cost reserves, included
in other current liabilities, is as follows:

 Severance
 Other Exit
 Costs
 Total
 Reserve balance as of May 30, 2021
 $
 147.3
 $
 1.5
 $
 148.8
 Fiscal 2022 charges, including foreign currency translation
 2.2
 1.2
 3.4
 Reserve adjustment
 ( 34.0)
 -
 ( 34.0)
 Utilized in fiscal 2022
 ( 80.1)
 ( 1.3)
 ( 81.4)
 Reserve balance as of May 29, 2022
 35.4
 1.4
 36.8
 Fiscal 2023 charges, including foreign currency translation
 41.6
 0.1
 41.7
 Utilized in fiscal 2023
 ( 29.4)
 ( 1.4)
 ( 30.8)
 Reserve balance as of May 28, 2023
 47.6
 0.1
 47.7
 Fiscal 2024 charges, including foreign currency translation
 -
 0.1
 0.1
 Utilized in fiscal 2024
 ( 32.8)
 ( 33.0)
 Reserve balance as of May 26, 2024
 $
 14.8
 $
 -
 $
 14.8

 The charges
recognized in
the roll forward
of our reserves
for restructuring
and other exit
costs do not
include items
charged
directly
 to expense (e.g., asset impairment charges,
the gain or loss on the sale of restructured assets, and
the write-off of spare parts) and
other
exit
costs
as
incurred,
as
those
items
are
not
reflected
in
our
and
other
exit
cost
reserves
on
our
 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

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

 We
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
 $
 368.9
 $
 401.5
 Goodwill and other intangible assets
 448.9
 444.1
 Aggregate advances included in cumulative investments
 280.8
 275.6

 Joint venture earnings and cash flow activity is as follows:

 2024
 2023
 2022
 Sales to joint ventures
 $
 4.8
 $
 5.8
 $
 6.3
 Net advances (repayments)
 2.7
 32.2
 ( 15.4)
 Dividends received
 50.4
 69.9
 107.5

 Summary combined financial information for the joint ventures on
a 100 percent basis is as follows:

 2024
 2023
 2022
 Net sales:
 CPW

 $
 1,718.5
 $
 1,618.9
 $
 1,706.5
 HDJ
 319.3
 338.5
 427.8
 Total net sales
 2,037.8
 1,957.4
 2,134.3
 Gross margin
 672.2
 667.7
 803.1
 Earnings before income taxes
 145.2
 169.3
 249.9
 Earnings after income taxes
 119.9
 126.9
 201.0

 Current assets
 $
 777.4
 $
 817.7
 Noncurrent assets
 784.0
 772.7
 Current liabilities
 1,310.6
 1,300.0
 Noncurrent liabilities
 88.2
 100.3

 NOTE 6. GOODWILL AND OTHER INTANGIBLE
ASSETS
 The components of goodwill and other intangible assets are as follows:

 Goodwill
 $
 14,750.7
 $
 14,511.2
 Other intangible assets:
 Intangible assets not subject to amortization:
 Brands and other indefinite-lived intangibles
 6,728.6
 6,712.4
 Intangible assets subject to amortization:
 Customer relationships and other finite-lived intangibles
 402.2
 386.3
 Less accumulated amortization
 ( 150.9)
 ( 131.1)
 Intangible assets subject to amortization
 251.3
 255.2
 Other intangible assets
 6,979.9
 6,967.6
 Total
 $
 21,730.6
 $
 21,478.8

 Based on
finite-lived intangible
assets as of
2024, amortization
expense for
each of
the next five
 years is estimated to be approximately $

 The changes in the carrying amount of goodwill for fiscal 2022, 2023, and 2024
are as follows:

 North
 Pet
 North
 Corporate
 and Joint
 Ventures
 Total
 Balance as of May 30, 2021
 $
 6,689.3
 $
 5,300.5
 $
 648.8
 $
 978.2
 $
 445.6
 $
 14,062.4
 -
 762.3
 -
 -
 -
 762.3
 Divestitures
 -
 -
 -
 ( 201.8)
 -
 ( 201.8)
 Reclassified to assets held for sale
 ( 130.0)
 -
 -
 -
 -
 ( 130.0)

currency translation
 ( 6.4)
 -
 -
 ( 54.8)
 ( 53.2)
 ( 114.4)
 Balance as of May 29, 2022
 6,552.9
 6,062.8
 648.8
 721.6
 392.4
 14,378.5
 -
 -
 156.8
 -
 -
 156.8
 Divestitures
 ( 2.0)
 -
 -
 -
 ( 2.4)

currency translation
 ( 8.5)
 -
 -
 ( 12.8)
 ( 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

 The changes in the carrying amount of other intangible assets for fiscal 2022, 2023, and
2024 are as follows:

 Total
 Balance as of May 30, 2021
 $
 7,150.6
 370.0
 Divestitures
 ( 621.8)
 Intellectual property intangible asset
 210.4
amortization and foreign currency translation
 ( 109.3)
 Balance as of May 29, 2022
 6,999.9
 3.8
 Divestiture
 ( 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

 Our
and
test
was
performed
on
the
first
day
of
the
second
of
 fiscal 2024. As a
result of lower future profitability
projections for our Latin
America reporting unit, we
determined that the fair
value
unit was
less than
its book
value
and
recorded a
$
 117.1

million non-cash
charge.
 during the
fourth quarter
executed our
fiscal 2025
planning process
and preliminary
long-range planning
process,
 which resulted in
lower future sales and
profitability projections for
the businesses supporting
our
 Top
Chews
,
 True Chews
, and
 EPIC
 brand intangible assets.
As a result of
this triggering event,
we performed an
interim impairment assessment
of these assets
as of May
and determined
that the
of these
assets no
longer exceeded
values of
the respective
 assets, resulting in $
 103.1

million of non-cash impairment charges.
We recorded
impairment charges in restructuring,
impairment, and
 other exit
costs in
our Consolidated
of Earnings.
Our estimates
fair values
were determined
a discounted
 cash flow model
using inputs which
included our long-range
cash flow projections
for the businesses,
royalty rates, weighted
-average
 cost of capital rates, and tax rates. These fair values are Level 3 assets in the fair value
hierarchy.

 All other intangible
asset fair values
were substantially
in excess of
values, except for
the
 Uncle Toby's

 asset. In
addition,
while having
coverage as
fiscal 2024
assessment date,
the
,

,
 and

True
Chews
 brand intangible assets had risk of decreasing coverage. We
will continue to monitor applicable businesses for potential impairment.

 We did not
identify any indicators of impairment for all other goodwill and indefinite-lived
intangible assets as of May 26, 2024.

 NOTE 7. LEASES
 Our lease portfolio primarily
consists of operating lease
arrangements for certain
warehouse and distribution space,
office space, retail
 shops,
rail
cars,
and
equipment,
automobiles,
and
office
equipment.
Our
lease
costs
 associated with finance
leases and
sale-leaseback transactions
and our
lease income associated
with lessor and
sublease arrangements
 are not material to our Consolidated Financial Statements.
 Components of our lease cost are as follows:

 2024
 2023
 2022
 Operating lease cost
 $
 128.9
 $
 127.6
 $
 129.7
 Variable
lease cost
 8.9
 6.1
 8.5
 Short-term lease cost
 32.2
 30.0
 29.1

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

 Operating Leases
 Finance Leases
 Fiscal 2025
 $
 118.2
 $
 0.7
 Fiscal 2026
 96.7
 0.6
 Fiscal 2027
 66.2
 0.4
 Fiscal 2028
 42.2
 -
 Fiscal 2029
 29.7
 -
 After fiscal 2029
 87.2
 -
 Total noncancelable
future lease obligations
 $
 440.2
 $
 1.7
 Less: Interest
 ( 55.2)
 ( 0.1)
 Present value of lease obligations

 $
 385.0
 $
 1.6

 The
lease
presented
in
the
table
above
exclude
$
 126.2

of
minimum
lease
for
leases
we
have
 committed to but have not yet commenced as of May 26, 2024.

 The weighted-average remaining lease term and weighted-average
discount rate for our operating leases are as follows:

remaining lease term
 5.4
 years
 5.2
 years
discount rate
 4.9
 %
 4.4
 %

 Supplemental operating cash flow information and non-cash activity
related to our operating leases are as follows:

 2024
 2023
 Cash paid for amounts included in the measurement of lease liabilities
 $
 129.7
 $
 129.9
 Right of use assets obtained in exchange for new lease liabilities
 $
 139.8
 $
 124.4

 NOTE 8. FINANCIAL INSTRUMENTS, RISK MANAGEMENT ACTIVITIES,
AND FAIR VALUES
 FINANCIAL INSTRUMENTS
 The
of
cash
and
cash
equivalents,
receivables,
accounts
payable,
other
and
notes
 approximate fair
value. Marketable
securities are
carried at
fair value.
As of
2024, and
2023, 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
 2024
 2023
 2024
 2023
 2024
 2023
 2024
 2023
 Available for
sale

debt securities
 $
 2.3
 $
 2.3
 $
 2.3
 $
 2.3
 $
 -
 $
 -
 $
 -
 $
 -
 Equity securities
 0.3
 117.5
 4.6
 122.7
 4.3
 5.2
 -
 10.0
 Total
 $
 2.6
 $
 119.8
 $
 6.9
 $
 125.0
 $
 4.3
 $
 5.2
 $
 -
 $
 10.0

 Net realized losses from sales of
marketable securities were $
 7.6

million in fiscal 2024 and immaterial
in fiscal 2023. Gains and losses
 are determined by specific identification.
 Classification
of
marketable
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
 4.6
 Total
 $
 2.6
 $
 6.9

 As of May 26, 2024, we had $
 2.3

million of marketable debt securities pledged as collateral for derivative contracts.
 RISK MANAGEMENT ACTIVITIES
 As a
part of
our ongoing
operations, we
are exposed
to market
risks such
as changes
in interest
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
offset
our exposures
current and
projected market
conditions and
generally seek
to acquire
the inputs
at as
 close as possible to or below our planned cost.
 We
use derivatives
to manage
our exposure
to changes
in commodity
prices. We
do not
perform the
assessments required
to achieve
 hedge
for
positions.
Accordingly,
the
in
the
of
these
are
 currently in cost of sales in our Consolidated Statements of Earnings.

 Although we do
not meet the
criteria for
cash flow hedge
accounting, we believe
that these instruments
are effective
in achieving our
 objective of providing certainty
in the future price of commodities purchased
for use in our supply chain.
Accordingly, for
purposes of
 measuring
these
gains
and
are
in
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
items
to
profit,
allowing
our
segments
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 2024, 2023, and 2022 included:

 2024
 2023
 2022
 Net (loss) gain on mark-to-market valuation of commodity positions
 $
 ( 15.4)
 $
 ( 154.4)
 $
 303.3
 Net loss (gain) on commodity positions reclassified from unallocated corporate

items to segment operating profit
 40.0
 ( 89.5)
 ( 188.0)
 Net mark-to-market revaluation of certain grain inventories
 14.5
 ( 48.0)
 17.8
 Net mark-to-market valuation of certain commodity positions recognized
in

unallocated corporate items
 $
 39.1
 $
 ( 291.9)
 $
 133.1

 As
of
May
26,
2024,
the
net
notional
value
of
was
$
 319.6

million,
of
which
$
 171.3

to
 agricultural inputs and $
 148.3

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

months.

 INTEREST RATE RISK
 We
are
exposed
to
rate
with
regard
to
issuances
of
fixed-rate
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
and
to
achieve
a
desired
proportion
of
fixed-rate
versus
floating-rate
debt,
 based
on
and
projected
conditions.
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
 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.

 During the
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

the
of
2023,
in
advance
of
planned
debt
financing,
we
entered
into

 750.0

of
forward-starting
 swaps.
The
forward-starting
swap
agreements
were
terminated
the
of
2023,
in
conjunction
with
the
issuance of a

 750.0

 -year fixed-rate note.
Upon termination, a
loss of $
 5.0

million was recognized
in AOCI and
 will be amortized through interest expense over the respective term of
the debt.

 During the
fourth quarter
2023, in
advance of
planned debt
financing, we
entered into
$
 500.0

treasury locks.
The
 treasury
locks
were
terminated
the
of
2023,
in
conjunction
with
the
issuance
of
a
$
 1,000.0
 -year
fixed-rate
note.
Upon
termination,
a
loss
of
$
 1.4

was
in
AOCI
and
will
be
amortized
 interest expense over the respective term of the debt.

 During the second quarter of fiscal 2023, we entered
into a $
 500.0

million notional amount interest swap to convert our $
 500.0

 fixed rate notes due
 November 18, 2025
, to a floating rate.

 As of May 26,
2024,
the pre-tax amount
of cash-settled interest
rate hedge gain
or loss remaining
in AOCI, which
will be reclassified
 to earnings over the remaining term of the related underlying debt, follows:

 Gain/(Loss)
 4.0
 April 17, 2025
 $
 ( 0.5)
 3.2
 February 10, 2027
 4.6
 1.5
 April 27, 2027
 ( 1.0)
 4.2
 April 17, 2028
 ( 4.0)
 3.907
 April 13, 2029
 ( 4.1)
 2.25
 October 14, 2031
 14.5
 4.95
 March 29, 2033
 ( 1.2)
 4.55
 April 17, 2038
 ( 7.6)
 5.4
 June 15, 2040
 ( 9.0)
 4.15
 February 15, 2043
 7.4
 4.7
 April 17, 2048
 ( 11.3)
 Net pre-tax hedge loss in AOCI
 $
 ( 12.2)

 The
table
summarizes
the
notional
and
rates
of
our
rate
derivatives.
Average
 floating rates are based on rates as of the end of the reporting period.

 Pay-floating swaps - notional amount
 $
 1,150.8
 $
 1,143.4
 Average
receive rate
 2.5
 %
 2.6
 %
 Average pay rate
 4.9
 %
 2.5
 %

 The floating-rate swap contracts outstanding as of May 26, 2024,
mature in fiscal 2026.

 FOREIGN EXCHANGE RISK
 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 26, 2024, the net notional value of foreign exchange derivatives
was $
 941.4

 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
26,
2024,
we
hedged
a
portion
of
 these net
with
 3,970.4

euro denominated
bonds.
As of
2024,
we had
deferred
net foreign
 transaction gains of $
 32.8

million in AOCI associated with net investment hedging activity.
 EQUITY INSTRUMENTS
 Equity
price
movements
our
as
made
by
our
in
our
deferred
 compensation plan
are revalued. We
use equity swaps
to manage this
risk. As of May
26, 2024, the
net notional amount
of our equity
 swaps was $
 197.3

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

 FAIR VALUE
MEASUREMENTS AND FINANCIAL STATEMENT
PRESENTATION
 The
fair
of
our
and
at
fair
value
and
their
respective
levels
in
the
fair
value
 hierarchy as of May 26, 2024, and May 28, 2023, were as follows:

 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 asset (f)
 -
 -
 25.0
 25.0
 -
 -
 -
 -
 Total
 4.6
 2.3
 25.0
 31.9
 -
 -
 -
 -
 Total assets, liabilities, and
derivative positions

recorded at fair value
 $
 6.7
 $
 17.0
 $
 25.0
 $
 48.7
 $
 -
 $
 ( 68.7)
 $
 -
 $
 ( 68.7)

 (a)
These contracts and investments
are recorded as prepaid
expenses and other current
assets, other assets, other
current liabilities or
 other liabilities,
as appropriate,
whether in
a gain
or loss
position. Certain
marketable investments
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.

 Fair Values
of Assets
 Fair Values
of Liabilities
 Total
 Total
 Derivatives designated as hedging instruments:
 Interest rate contracts (a) (b)
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 ( 62.2)
 $
 -
 $
 ( 62.2)
 Foreign exchange contracts (a) (c)
 -
 10.3
 -
 10.3
 -
 -
 Total
 -
 10.3
 -
 10.3
 -
 ( 64.7)
 -
 ( 64.7)
 Derivatives not designated as hedging

instruments:
 Foreign exchange contracts (a) (c)
 -
 0.2
 -
 0.2
 -
 ( 5.6)
 -
 ( 5.6)
 Commodity contracts (a) (d)
 -
 0.5
 -
 0.5
 -
 ( 29.3)
 -
 ( 29.3)
 Grain contracts (a) (d)
 -
 2.3
 -
 2.3
 -
 ( 11.8)
 -
 ( 11.8)
 Total
 -
 3.0
 -
 3.0
 -
 ( 46.7)
 -
 ( 46.7)
 Other assets and liabilities reported at fair value:
 Marketable investments (a) (e) (f)
 122.7
 2.3
 34.8
 159.8
 -
 -
 -
 -
 Long-lived assets (g)
 -
 1.0
 -
 1.0
 -
 -
 -
 -
 Total
 122.7
 3.3
 34.8
 160.8
 -
 -
 -
 -
 Total assets, liabilities, and
derivative positions

recorded at fair value
 $
 122.7
 $
 16.6
 $
 34.8
 $
 174.1
 $
 -
 $
 ( 111.4)
 $
 -
 $
 ( 111.4)

 (a)
These contracts and investments
are recorded as prepaid
expenses and other current
assets, other assets, other
current liabilities or
 other liabilities,
as appropriate,
whether in
a gain
or loss
position. Certain
marketable investments
are recorded
as cash
 and cash equivalents.
 (b)
Based on EURIBOR and
swap rates. As of
May 28, 2023, the
carrying amount of hedged
debt designated as
the hedged item in
a
hedge was $
 589.7

million and
was classified
on the Consolidated
Balance Sheet
within long-term
debt. As of
 2023, the cumulative amount of fair value hedging basis adjustments was $
 53.7

 (c)
Based on observable market transactions of spot currency rates and forward
currency prices.
 (d)
Based on prices of futures exchanges and recently reported transactions in the
marketplace.
 (e)
Based on prices of common stock, mutual fund net asset values, and bond matrix
pricing.
 (f)
The level 3 marketable investment represents an equity security without a readily determinable
fair value. During fiscal 2023, we

recorded an impairment charge of $
 32.4

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

revised projections of future operating results and observable transaction data for
similar instruments.
 (g)
We recorded
$
 8.6

million in non-cash impairment charges
in fiscal 2023 to write down
certain long-lived assets to their
fair value.
 Fair value
was based
on recently
reported transactions
for similar
assets in the
marketplace. These
assets had
a carrying value
of
 $
 9.6

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

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

 The
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
26,
2024,
the
fair
value
and
of
our
debt,
 including the
current portion,
were $
 12,148.7

million and
$
 12,918.3

million, respectively.
As of
2023, the
carrying amount
 and fair value of our long-term debt, including the current portion, were
$
 10,929.6

million and $
 11,674.2

million, respectively.

 Information
hedges,
hedges, and
other
not designated
as hedging
instruments for
the
 fiscal years ended May 26, 2024, and May 28, 2023, follows:

 Interest Rate
 Contracts
 Foreign
 Exchange
 Contracts
 Equity
 Contracts
 Commodity
 Contracts
 Total
 2024
 2023
 2024
 2023
 2024
 2023
 2024
 2023
 2024
 2023
 Derivatives in Cash Flow Hedging

Relationships:
 Amount of (loss) gain recognized in

other comprehensive income (OCI)
 $
 -
 $
 ( 6.4)
 $
 ( 4.3)
 $
 9.4
 $
 -
 $
 -
 $
 -
 $
 -
 $
 ( 4.3)
 $
 3.0
 Amount of net gain reclassified from

AOCI into earnings (a)
 0.9
 2.2
 3.2
 22.0
 -
 -
 -
 -
 4.1
 24.2
 Amount of net gain recognized in

earnings (b)
 0.3
 -
 -
 -
 -
 -
 -
 -
 0.3
 -
 Derivatives in Fair Value
Hedging

Relationships:
 Amount of net loss recognized

in earnings (b)
 ( 4.9)
 -
 -
 -
 -
 -
 -
 ( 4.9)
 Derivatives Not Designated as

Hedging Instruments:
 Amount of net (loss) gain recognized

in earnings (c)
 -
 -
 ( 8.5)
 ( 46.2)
 21.6
 ( 3.4)
 15.1
 ( 152.6)
 28.2
 ( 202.2)

 (a)
Gain
from
AOCI
into
is
in
net
for
rate
swaps
and
in
cost
of
sales
and
SG&A
 expenses for foreign
exchange contracts. For the
fiscal year ended May 26,
2024, the amount of
gain reclassified from AOCI
into
 cost of
sales was
$
 7.0

and
the amount
of
loss reclassified
from
AOCI into
SG&A
was $
 3.8

For the
fiscal year
 ended
2023,
the
of
gain
from
AOCI
into
cost
of
sales
was
$
 21.1

and
the
of
gain
 reclassified from AOCI into SG&A was $
 0.9

 (b)
Gain (loss)
recognized in
earnings is
reported in
interest, net
for interest
rate contracts,
in cost
for commodity
contracts,
 and in SG&A expenses for equity contracts and foreign exchange contracts.
 (c)
(Loss) gain recognized in earnings
is related to the ineffective
portion of the hedging relationship, reported
in SG&A expenses for
contracts
and
net
for
contracts.
 No

were reported
as a
of being
excluded
 from the assessment of hedge effectiveness.

 The following
tables reconcile
the net
fair values
of assets
and
liabilities subject
to offsetting
that are
 Consolidated Balance Sheets to the net fair values that could be reported
in our Consolidated Balance Sheets:

 Gross Amounts Not Offset
 Balance Sheet (e)
 Gross Amounts Not Offset
 Balance Sheet (e)
 Gross
 Recognized
 Gross
 Offset in the
 Balance Sheet
 (a)
 Net Amounts
 of Assets
(b)
 Instruments
 Cash
 Received
 Net Amount
 (c)
 Gross
 Recognized
 Gross Assets
 Offset in the
 Balance Sheet
 (a)
 Net Amounts
 of Liabilities
 (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.

 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
 $
 0.5
 $
 -
 $
 0.5
 $
 ( 0.5)
 $
 -
 $
 -
 $
 ( 29.3)
 $
 -
 $
 ( 29.3)
 $
 0.5
 $
 16.2
 $
 ( 12.6)
 Interest rate contracts
 -
 -
 -
 -
 -
 -
 ( 69.2)
 -
 ( 69.2)
 -
 44.3
 ( 24.9)
 Foreign exchange contracts
 10.4
 -
 10.4
 ( 4.2)
 -
 6.2
 ( 8.2)
 -
 ( 8.2)
 4.2
 -
 ( 4.0)
 Equity contracts
 2.8
 -
 2.8
 ( 1.0)
 -
 1.8
 ( 1.5)
 -
 ( 1.5)
 1.0
 -
 ( 0.5)
 Total
 $
 13.7
 $
 -
 $
 13.7
 $
 ( 5.7)
 $
 -
 $
 8.0
 $
 ( 108.2)
 $
 -
 $
 ( 108.2)
 $
 5.7
 $
 60.5
 $
 ( 42.0)

 (a)
Includes related collateral offset in our Consolidated Balance Sheets.

 (b)
Net fair value as recorded in our Consolidated Balance Sheets.

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

 (d)
Fair value of liabilities that could be reported net in our Consolidated Balance Sheets.
 (e)
Fair value of assets and liabilities reported on a gross basis in our Consolidated Balance Sheets.

 AMOUNTS RECORDED IN ACCUMULATED
OTHER COMPREHENSIVE LOSS

 As of May 26, 2024, the after-tax amounts of unrealized
gains in AOCI related to hedge derivatives follows:

 After-Tax
Gain/(Loss)
 Unrealized losses from interest rate cash flow hedges
 $
 ( 7.3)
 Unrealized gains from foreign currency cash flow hedges
 7.5
 After-tax gains in AOCI related to hedge derivatives
 $
 0.2

 The net amount
of pre-tax gains and
losses in AOCI as
of May 26,
2024, that we expect
to be reclassified
into net earnings
within the
 next 12 months is a $
 10.3

million net gain.
 CREDIT-RISK-RELATED
CONTINGENT FEATURES
 Certain of our
derivative instruments contain
provisions that require
us to maintain an
investment grade credit rating
on our debt
from
 each
of
the
major
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
26, 2024, was $
 82.4

 We have posted
$
 29.9

million of collateral under these contracts.

 CONCENTRATIONS OF
CREDIT AND COUNTERPARTY
CREDIT RISK
 During fiscal 2024, customer concentration was as follows:

 Percent of total
 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 $
 9.8

million. We
have
 no

collateral
held against
these contracts.
Under the
terms of
our swap
agreements,
some of
our
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
third-party
services
that
allow
them
to
view
our
scheduled
online.
The
third-party
 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.
As
of
May
26,
2024,
$
 1,404.4

of
our
total
accounts
were
to
suppliers
who
utilize
these
third-
 party services.
As of
2023, $
 1,430.1

our total
accounts payable
were payable
to suppliers
who utilize
these third-
 party services.

 NOTE 9. DEBT
 NOTES PAYABLE
 The components of notes payable and their respective weighted-average
interest rates at the end of the periods were as follows:

 Notes Payable
 Weighted-
 Average
 Interest Rate
 Notes Payable
 Weighted-
 Average
 Interest Rate
 Financial institutions
 $
 11.8
 8.8
 %
 $
 31.7
 10.5
 %

 To ensure availability
of funds, we maintain bank credit lines and have commercial paper programs
available to us in the United States
 and Europe.
 The following table details the fee-paid committed and uncommitted credit
lines we had available as of May 26, 2024:

 In Billions
 Facility
 Borrowed
 Committed credit facility expiring April 2026
 $
 2.7
 $
 -
 Uncommitted credit facilities
 0.7
 -
 Total committed
and uncommitted credit facilities
 $
 3.4
 $
 -

 The
facilities
contain
covenants,
a
requirement
to
a
fixed
charge
coverage
ratio
of
at
least
 2.5

times.
 We
 were in compliance with all credit facility covenants as of May 26, 2024.
 LONG-TERM DEBT

fourth quarter
of fiscal 2024,
we issued
 500.0

 3.65

 October 23, 2030
. We
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

fixed-rate
 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

million of floating-rate notes due
 November 10, 2023
.
second quarter
issued $
 500.0

 5.5

 October 17, 2028
. We
net
 proceeds to repay $
 400.0

million of floating-rate notes due
 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

million of floating-rate notes due
 July 27, 2023
.
 In the fourth quarter
of fiscal 2023, we
 250.0

million of floating-rate notes
due
 November 10, 2023
. We
used the net proceeds
 to repay
 250.0

million of floating-rate notes due
 May 16, 2023
.

fourth quarter
2023, we
 750.0

 3.907

 April 13, 2029
. We
net
 proceeds to repay

 500.0

 1.0

percent fixed-rate notes
due
 April 27, 2023

and
 250.0

million of floating-rate
 May
 16, 2023
.
 In the fourth
quarter of fiscal
2023, we
issued $
 1,000.0

 4.95

 March 29, 2033
. We
used the net
 proceeds to repay our outstanding commercial paper and for general
corporate purposes.
 In the second
quarter of fiscal
2023, we issued
$
 500.0

 5.241

percent fixed-rate notes
due
 November 18, 2025
. We
 net proceeds to repay a portion of our outstanding commercial paper and for general
corporate purposes.
second quarter
2023, we
 250.0

floating-rate notes
due
 May 16, 2023
. We
net proceeds
to
 repay
 250.0

 0.0

percent fixed-rate notes due
 November 11, 2022
.
second quarter
2023,
we repaid
$
 500.0

 2.6

 October 12, 2022
, using
proceeds
 from the issuance of commercial paper.

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

 4.2
 April 17, 2028
 $
 1,400.0
 $
 1,400.0
 4.95
 March 29, 2033
 1,000.0
 1,000.0
 3.907
 April 13, 2029
 813.4
 804.2
 4.0
 April 17, 2025
 800.0
 800.0
 3.2
 February 10, 2027
 750.0
 750.0
 2.875
 April 15, 2030
 750.0
 750.0
 0.45
 January 15, 2026
 650.8
 643.4
 3.0
 February 1, 2051
 605.2
 605.2
 0.125
 November 15, 2025
 542.4
 536.2
 Euro-denominated floating rate notes due
 November 8, 2024
 542.4
 -
 3.65
 October 23, 2030
 542.4
 -
 3.85
 April 23, 2034
 542.4
 -
 5.241
 November 18, 2025
 500.0
 500.0
 4.7
 January 30, 2027
 500.0
 -
 5.5
 October 17, 2028
 500.0
 -
 2.25
 October 14, 2031
 500.0
 500.0
 4.7
 April 17, 2048
 446.2
 446.2
 4.15
 February 15, 2043
 434.9
 434.9
 1.5
 April 27, 2027
 433.9
 428.9
 5.4
 June 15, 2040
 382.5
 382.5
 4.55
 April 17, 2038
 282.4
 282.4
 Euro-denominated floating rate notes due
 November 8, 2024
 271.2
 -
 Medium-term notes,
 0.56
 % to
 6.41
 %, due fiscal
 2027

or later
 4.0
 4.0
 Euro-denominated floating rate notes due
 July 27, 2023
 -
 536.2
 3.65
 February 15, 2024
 -
 500.0
 Floating rate notes due
 October 17, 2023
 -
 400.0
 Euro-denominated floating rate notes due
 November 10, 2023
 -
 268.1
 Other
 ( 275.8)
 ( 298.0)
 12,918.3
 11,674.2
 Less amount due within one year
 ( 1,614.1)
 ( 1,709.1)
 Total long-term debt
 $
 11,304.2
 $
 9,965.1

 Principal payments
due on
long-term debt
and finance
leases in
the next
five fiscal
years based
on stated
contractual maturities,
our
 intent to redeem, or put rights of certain note holders are as follows:

 Fiscal 2025
 $
 1,614.1
 Fiscal 2026
 1,693.8
 Fiscal 2027
 1,688.2
 Fiscal 2028
 1,400.0
 Fiscal 2029
 1,313.5

 Certain of our
long-term debt agreements
contain restrictive
covenants.
 As of May 26, 2024, we were in compliance with all of these
 covenants.

 As of
2024,
the $
 12.2

pre-tax loss
in AOCI
associated with
our previously
designated interest
rate swaps
 will be
to net
interest over
the remaining
lives of
the hedged
transactions.
The amount
expected to
be reclassified
from
 AOCI to net interest in fiscal 2025 is a $
 0.4

million pre-tax loss.

 NOTE 10. REDEEMABLE AND NONCONTROLLING INTERESTS
 Our principal noncontrolling interest relates to our General Mills Cereals, LLC (GMC) subsidiar
y.
 The third-party holder
of the GMC Class
A Interests receives
quarterly preferred
distributions from available
net income based on
the
 application
of
a
floating
preferred
rate
to
the
holder's
account
balance
established
in
the
most
recent
 valuation (currently
$
 251.5

million). The floating preferred
return rate on
GMC's Class
A Interests
was the sum
of
 three-month Term
 SOFR

plus

basis points. On June 1, 2024, the floating preferred return rate on GMC's
Class A Interests was reset to the sum of the
 three-month Term SOFR

plus

basis points. The
preferred return rate
is adjusted every
 three years

through a negotiated
agreement
 with the Class A Interest holder or through a remarketing auction.
the
third
of
2022,
we
completed
the
sale
of
our
in
SAS,
Marques
SNC
and
Libert
 Marques
S rl
to
Sodiaal
in
for
Sodiaal's
in
our
Canadian
yogurt
business,
a
modified
agreement
for
the
use
of

and
 Libert
 brands in the United States and Canada, and cash. Please see Note 3 to the Consolidated
Financial Statements.
 Up to
the date
divestiture, Sodiaal
held the remaining
interests in
each of
the entities.
On the
acquisition date,
we recorded
the
 fair
value
of
Sodiaal's

euro-denominated
in
SAS
as
a
on
our
 Sheets. Sodiaal had
the right to
put all or
a portion of
its redeemable interest
to us at
fair value until
the divestiture closed
in the third
 quarter of
fiscal 2022.
In connection
divestiture, cumulative
adjustments made
interest related
fair
 value put feature were
reversed against additional paid-in
capital, where changes in the
redemption amount were historically recorded,
 and the resulting carrying value of the noncontrolling interests were included
in the calculation of the gain on divestiture.
 We
paid dividends of $
 105.1

million in fiscal 2022
to Sodiaal under the
terms of the Yoplait
SAS, Yoplait
Marques SNC, and Libert
 Marques S rl shareholder agreements.
 For
purposes,
the
of
operations,
and
cash
flows
of
our
non-wholly
owned
are
in
our
Statements.
The
third-party
investor's
share
of
the
net
of
these
is
reflected
in
net
attributable
to
and
in
our
of
 Earnings.

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

 NOTE 11. STOCKHOLDERS'
EQUITY
 Cumulative preference stock of
 5.0

million shares, without par value, is authorized but unissued.
 On June 27, 2022, our Board of Directors authorized the
repurchase of up to

million shares of our common stock. Purchases under
 the authorization
can be
made in
the open
market or
in privately
negotiated
transactions, including
the use
of call
options and
other
instruments,
Rule
10b5-1
trading
plans,
and
repurchase
programs.
The
authorization
has
no
specified
 termination date.
 Share repurchases were as follows:

 2024
 2023
 2022
 Shares of common stock
 29.2
 18.0
 13.5
 Aggregate purchase price
 $
 2,021.2
 $
 1,403.6
 $
 876.8

 The following tables provide details of total comprehensive income:

 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
 -
 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
and SG&A
 expenses for foreign exchange contracts.
 (b)
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
 $
 2,593.9
 $
 15.7
 Other comprehensive (loss) income:
 $
 ( 110.2)
 $
 ( 0.3)
 ( 110.5)
 ( 0.3)
 Net actuarial loss
 ( 295.5)
 67.5
 ( 228.0)
 -
 Other fair value changes:
 3.8
 1.3
 -
 Reclassification to earnings:
 Foreign currency translation (a)
 ( 7.4)
 -
 ( 7.4)
 -
 Hedge derivatives (b)
 ( 24.7)
 6.0
 ( 18.7)
 -
 Amortization of losses and prior service costs (c)
 72.9
 ( 16.0)
 56.9
 -
 Other comprehensive loss
 ( 361.1)
 54.7
 ( 306.4)
 ( 0.3)
 Total comprehensive
 $
 2,287.5
 $
 15.4

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

 Fiscal 2022
 Noncontrolling
 Interests
 Redeemable
 Interest
 Tax
 Net
 Net
 Net
 Net earnings, including earnings attributable to

redeemable and noncontrolling interests
 $
 2,707.3
 $
 10.2
 $
 17.5
 Other comprehensive income (loss):
 $
 ( 188.5)
 $
 85.8
 ( 102.7)
 ( 26.2)
 ( 47.0)
 Net actuarial gain
 132.4
 ( 30.8)
 101.6
 -
 -
 Other fair value changes:
 30.1
 ( 23.6)
 6.5
 -
 0.5
 Reclassification to earnings:
 Foreign currency translation (a)
 342.2
 -
 342.2
 -
 Hedge derivatives (b)
 23.7
 11.6
 35.3
 -
 Amortization of losses and prior service costs (c)
 97.4
 ( 21.6)
 75.8
 -
 -
 Other comprehensive income (loss)
 437.3
 21.4
 458.7
 ( 26.2)
 ( 46.7)
 Total comprehensive
income (loss)
 $
 3,166.0
 $
 ( 16.0)
 $
 ( 29.2)

 (a)
Loss reclassified from
AOCI into earnings
is reported in
divestitures gain related
to the divestiture
of our interests
in Yoplait
 SAS, Yoplait
Marques SNC, and Liberte Marques Sarl to Sodiaal in the third quarter
of fiscal 2022.
 (b)
Loss (gain)
reclassified from
AOCI into
earnings is
reported in
interest, net
for interest
rate swaps
and
in cost
and
 SG&A expenses for foreign exchange contracts.
 (c)
Loss reclassified from AOCI into earnings is reported in benefit plan non-service
income.

 In
2024,
2023,
and
2022,
except
for
reclassifications
to
in other
comprehensive
income (loss)
were
 primarily non-cash items.
 Accumulated other comprehensive loss balances, net of tax effects,
were as follows:

 Foreign currency translation adjustments
 $
 ( 795.3)
 $
 ( 708.6)
 Unrealized gain from hedge derivatives
 0.2
 5.9
 Pension, other postretirement, and postemployment benefits:
 Net actuarial loss
 ( 1,806.3)
 ( 1,670.6)
 Prior service credits
 81.7
 96.4
 Accumulated other comprehensive loss
 $
 ( 2,519.7)
 $
 ( 2,276.9)

 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 26,
 2024,
a total
of
 32.6

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:

 2024
 2023
 2022
 Estimated fair values of stock options granted
 $
 17.47
 $
 14.16
 $
 8.77
 Assumptions:
 Risk-free interest rate
 4.0
 %
 3.3
 %
 1.5
 %
 Expected term
 8.5
 years
 8.5
 years
 8.5
 years
 Expected volatility
 21.5
 %
 20.9
 %
 20.2
 %
 Dividend yield
 2.8
 %
 3.1
 %
 3.4
 %

 We estimate the fair value of each option on the grant date using a Black-Scholes option-pricing model, which requires us to make
 predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We
 estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of
 volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We also have considered, but did
 not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than
 6 months, is insufficient to provide a reliable measure of expected volatility.
 Our
term
represents
the
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:

 2024
 2023
 2022
 Windfall tax benefits from stock-based payments
 $
 10.2
 $
 32.3
 $
 18.4

 Under the 2022 Plan,
options may be priced
at

percent or more of the
fair market value on the
date of grant, generally issued
with
 four-year graded
vesting or four-year
cliff vesting. Options
generally expire within
 10 years and one month

after the date of
grant. As
 of May 26, 2024, stock option awards outstanding include some granted under
the 2017 Stock Compensation Plan.
 Information on stock option activity follows:

 Options
 Outstanding
 (Thousands)
 Exercise Price Per
 Share
 Remaining
 Contractual Term
 (Years)
 Aggregate Intrinsic
 Value (Millions)
 Balance as of May 28, 2023
 11,575.2
 $
 57.43
 5.59
 $
 309.5
 Granted
 1,064.8
 76.70
 Exercised
 ( 471.7)
 53.30
 Forfeited or expired
 ( 123.9)
 68.30
 Outstanding as of May 26, 2024
 12,044.4
 $
 59.19
 5.05
 $
 120.5
 Exercisable as of May 26, 2024
 7,448.3
 $
 54.62
 3.47
 $
 101.9

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

 2024
 2023
 2022
 Compensation expense related to stock option awards
 $
 13.9
 $
 12.3
 $
 12.1

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

 2024
 2023
 2022
 Net cash proceeds
 $
 25.5
 $
 232.3
 $
 161.7
 Intrinsic value of options exercised
 $
 7.6
 $
 118.7
 $
 74.0

 Restricted Stock, Restricted Stock Units, and Performance Share Units
 Stock
and
units
settled
in
stock
to
a
and
a
purchase
if
any
(as
determined
by
the
 Committee of
the Board
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
2024,
restricted stock
units and
performance share
units include
some granted
 2017 Stock Compensation Plan
 Information on restricted stock unit and performance share unit activity
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 28, 2023
 5,036.2
 $
 62.60
 69.4
 $
 62.32
 Granted
 1,495.8
 73.35
 22.1
 75.50
 Vested
 ( 1,571.8)
 58.38
 ( 18.4)
 60.59
 Forfeited
 ( 370.1)
 70.11
 ( 4.0)
 53.64
 Non-vested as of May 26, 2024
 4,590.1
 $
 66.94
 69.1
 $
 67.49

 2024
 2023
 2022
 Number of units granted (thousands)
 1,517.8
 2,066.4
 1,989.0
price per unit
 $
 73.38
 $
 69.77
 $
 60.02

 The
total
grant-date
fair
value
of
stock
unit
that
vested
was
$
 92.9

in
2024,
$
 107.4

in
 2023, and $
 82.7

million in fiscal 2022.
 As of May
26, 2024, unrecognized
compensation expense
related to non-vested
stock options, restricted
stock units, and
 share units was $
 113.3

million. This expense will be recognized over
 19 months
, on average.
 Stock-based compensation expense related to restricted stock units
and performance share units was as follows:

 2024
 2023
 2022
 Compensation expense related to restricted stock units and performance

share units
 $
 81.4
 $
 99.4
 $
 94.2

to
stock-based
in
our
of
Earnings
includes
 recognized in restructuring, impairment, and other exit costs for fiscal year
2022.

 NOTE 13. EARNINGS PER SHARE
 Basic and diluted EPS were calculated using the following:

 In Millions, Except per Share Data
 2024
 2023
 2022
 Net earnings attributable to General Mills
 $
 $
 2,593.9
 $
 2,707.3
 Average number
of common shares - basic EPS
 575.5
 594.8
 607.5
 Incremental share effect from: (a)
 Stock options
 1.8
 3.6
 2.5
 Restricted stock units and performance share units
 2.2
 2.8
 2.6
 Average number
of common shares - diluted EPS
 579.5
 601.2
 612.6
 Earnings per share — basic
 $
 4.34
 $
 4.36
 $
 4.46
 Earnings per share — diluted
 $
 4.31
 $
 4.31
 $
 4.42

 a)
Incremental shares from
stock options, restricted
stock units, and performance
share units are computed
by the treasury stock
 method.
Stock
options,
stock
units,
and
share
units
excluded
from
our
computation
of
diluted
EPS
 because they were not dilutive were as follows:

 2024
 2023
 2022
 Anti-dilutive stock options, restricted stock units,

and performance share units
 2.1
 0.8
 4.4

 NOTE 14. RETIREMENT BENEFITS AND POSTEMPLOYMENT BENEFITS

 We have
defined benefit pension plans covering
many employees in the United
States, Canada, Switzerland, and the
United Kingdom.
 Benefits for salaried
employees are based
on length of service
and final average
compensation. Benefits for
hourly employees include
 various monthly
amounts for each
year of credited
service. Our funding
policy is consistent
with the requirements
of applicable laws.
 We made
 no

voluntary contributions to our
principal U.S. plans in fiscal
2024 or fiscal 2023.
We do
not expect to be required
to make
 any
to
our
U.S.
plans
in
2025.
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
Canada,
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
2024
 or fiscal 2023. We
do not expect to be required to make any contributions to these plans in fiscal 2025.
 Health Care Cost Trend
Rates

 Assumed health care cost trends are as follows:

 2024
 2023
 Health care cost trend rate for next year
 7.3
 % and
 7.3
 %
 6.6
 % and
 6.6
 %
 Rate to which the cost trend rate is assumed to decline (ultimate rate)
 4.5
 %
 4.5
 %
 Year
that the rate reaches the ultimate trend rate
 2033
 2032

 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
 7.3

percent for retirees age
65 and over and for
retirees under age 65 at
the end of fiscal 2024.
Rates are graded down annually
until
 the
ultimate
trend
rate
of
 4.5

is
reached
in
 2033

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
Canada,
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
 2024
 2023
 2024
 2023
 2024
 2023
 Change in Plan Assets:
 Fair value at beginning of year
 $
 5,778.6
 $
 6,510.3
 $
 456.0
 $
 479.2
 Actual return on assets
 ( 23.2)
 ( 413.5)
 45.6
 ( 6.6)
 Employer contributions
 30.0
 30.0
 0.1
 0.1
 Plan participant contributions
 2.0
 1.3
 6.4
 5.7
 Benefits payments
 ( 349.5)
 ( 344.6)
 ( 44.9)
 ( 22.4)
 Foreign currency
 1.8
 ( 4.9)
 -
 -
 Fair value at end of year (a)
 $
 5,439.7
 $
 5,778.6
 $
 463.2
 $
 456.0
 Change in Projected Benefit Obligation:
 Benefit obligation at beginning of year
 $
 5,970.7
 $
 6,528.3
 $
 430.6
 $
 469.6
 $
 131.0
 $
 138.5
 Service cost
 56.8
 70.3
 4.7
 5.1
 7.4
 8.4
 Interest cost
 296.5
 258.5
 21.3
 17.9
 4.0
 3.1
 Plan amendment
 1.2
 -
 -
 -
 ( 9.6)
 -
 Curtailment/other
 ( 13.9)
 ( 8.5)
 -
 -
 10.2
 10.4
 Plan participant contributions
 2.0
 1.3
 6.4
 5.7
 -
 -
 Medicare Part D reimbursements
 -
 -
 -
 0.7
 -
 -
 Actuarial gain
 ( 174.4)
 ( 538.1)
 ( 14.1)
 ( 22.5)
 10.3
 ( 10.7)
 Benefits payments
 ( 339.1)
 ( 336.1)
 ( 45.7)
 ( 45.5)
 ( 24.3)
 ( 18.5)
 Foreign currency
 1.9
 ( 5.0)
 -
 Projected benefit obligation at end of year (a)
 $
 5,801.7
 $
 5,970.7
 $
 403.0
 $
 430.6
 $
 129.0
 $
 131.0
 Plan assets (less) more than benefit obligation as of

fiscal year end
 $
 ( 362.0)
 $
 ( 192.1)
 $
 60.2
 $
 25.4
 $
 ( 129.0)
 $
 ( 131.0)

 (a)
Plan assets and obligations are measured as of
 May 31, 2024
, and
 May 31, 2023
.

2024
and
2023,
the
decreases
in
and
other
were
 primarily driven by actuarial gains due to an increase in the discount
rate in each respective year.
 As
of
May
26,
2024,
other
plans
had
of
$
 11.5

that
are
unfunded.
As
of
May
28,
 2023,
other
plans
had
of
$
 308.0

that
exceeded
plan
of
$
 274.2

benefit plans
are not
funded and
had benefit
of $
 129.0

and $
 131.0

million as
of May
 and May 28, 2023, respectively.

 The
accumulated
for
all
plans
was
$
 5,684.1

as
of
2024,
and
 $
 5,807.9

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

 Defined Benefit
 Pension Plans
 Other Postretirement
 Total
 2024
 2023
 2024
 2023
 2024
 2023
 2024
 2023
 Net actuarial (loss) gain
 $
 ( 1,991.1)
 $
 ( 1,859.7)
 $
 190.4
 $
 186.9
 $
 ( 5.6)
 $
 2.2
 $
 ( 1,806.3)
 $
 ( 1,670.6)
 Prior service (costs) credits
 ( 9.8)
 ( 4.8)
 84.7
 102.3
 6.8
 ( 1.1)
 81.7
 96.4
 Amounts recorded in accumulated

other comprehensive loss
 $
 ( 2,000.9)
 $
 ( 1,864.5)
 $
 275.1
 $
 289.2
 $
 1.2
 $
 1.1
 $
 ( 1,724.6)
 $
 ( 1,574.2)

 Plans with accumulated benefit obligations in excess of plan assets as of May
26, 2024, and May 28, 2023 are as follows:

 2024
 2023
 Projected benefit obligation
 $
 449.4
 $
 466.2
 Accumulated benefit obligation
 438.8
 453.4
 Plan assets at fair value
 12.0
 18.7

 Components of net periodic benefit expense are as follows:

 Other Postretirement Benefit
 Plans
 Postemployment Benefit Plans
 2024
 2023
 2022
 2024
 2023
 2022
 2024
 2023
 2022
 Service cost
 $
 56.8
 $
 70.3
 $
 93.5
 $
 4.7
 $
 5.1
 $
 7.6
 $
 7.4
 $
 8.4
 $
 10.0
 Interest cost
 296.5
 258.5
 184.3
 21.3
 17.9
 12.6
 4.0
 3.1
 1.5
 Expected return on

 ( 417.7)
 ( 420.5)
 ( 411.1)
 ( 34.7)
 ( 31.1)
 ( 26.7)
 -
 -
 -
 Amortization of losses

(gains)
 86.5
 113.2
 140.5
 ( 20.4)
 ( 19.3)
 ( 10.9)
 0.1
 0.4
 3.0
 Amortization of prior

service costs

(credits)
 1.8
 1.5
 1.0
 ( 21.8)
 ( 23.2)
 ( 20.9)
 0.3
 0.3
 0.4
 Other adjustments
 -
 -
 0.1
 -
 -
 ( 0.1)
 8.3
 10.4
 12.9
 Settlement or

curtailment gains
 ( 4.0)
 ( 0.7)
 ( 18.4)
 -
 -
 ( 5.5)
 -
 -
 -
 Net expense (income)
 $
 19.9
 $
 22.3
 $
 ( 10.1)
 $
 ( 50.9)
 $
 ( 50.6)
 $
 ( 43.9)
 $
 20.1
 $
 22.6
 $
 27.8

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

 Defined Benefit Pension
 Plans
 Other Postretirement
 Postemployment Benefit
 Plans
 2024
 2023
 2024
 2023
 2024
 2023
 Discount rate
 5.52
 %
 5.18
 %
 5.52
 %
 5.19
 %
 5.05
 %
 4.55
 %
 Rate of salary increases
 4.23
 4.20
 -
 -
 4.46
 4.46

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

 Other Postretirement Benefit
 Plans
 Postemployment Benefit Plans
 2024
 2023
 2022
 2024
 2023
 2022
 2024
 2023
 2022
 Discount rate
 5.18
 %
 4.39
 %
 3.17
 %
 5.19
 %
 4.36
 %
 3.03
 %
 4.55
 %
 3.62
 %
 2.04
 %
 Service cost

effective rate
 5.27
 4.57
 3.56
 5.15
 4.41
 3.34
 5.00
 3.69
 2.46
 Interest cost

effective rate
 5.06
 4.03
 2.42
 4.96
 3.80
 2.08
 4.61
 3.35
 1.48
 Rate of

salary increases
 4.20
 4.18
 4.39
 -
 -
 -
 4.46
 4.46
 4.46
 Expected long-term

rate of return on

 7.13
 6.70
 5.85
 7.34
 6.76
 6.09
 -
 -
 -

 Discount Rates
 We
the
service
and
cost
components
of
the
net
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, 2024
 May 31, 2023
 Total
 Total
 Fair value measurement of pension
 plan assets:
 Equity (a)
 $
 225.9
 $
 391.4
 $
 -
 $
 617.3
 $
 278.3
 $
 484.1
 $
 34.3
 $
 796.7
 Fixed income (b)
 1,497.0
 2,014.4
 -
 3,511.4
 1,603.4
 1,866.3
 -
 3,469.7
 Real asset investments (c)
 82.6
 -
 -
 82.6
 92.8
 -
 -
 92.8
 Other investments (d)
 -
 -
 0.1
 0.1
 -
 -
 0.1
 0.1
 Cash and accruals
 158.3
 0.1
 -
 158.4
 295.1
 0.2
 -
 295.3
 Fair value measurement of pension

 $
 1,963.8
 $
 2,405.9
 $
 0.1
 $
 4,369.8
 $
 2,269.6
 $
 2,350.6
 $
 34.4
 $
 4,654.6
 Assets measured at net asset value (e)
 1,069.9
 1,124.0
 Total pension plan
 $
 5,439.7
 $
 5,778.6
 Fair value measurement of
 postretirement benefit plan assets:
 Fixed income (b)
 $
 95.1
 $
 -
 $
 -
 $
 95.1
 $
 113.3
 $
 -
 $
 -
 $
 113.3
 Cash and accruals
 24.9
 -
 -
 24.9
 2.5
 -
 -
 2.5
 Fair value measurement of

postretirement benefit

 $
 120.0
 $
 -
 $
 -
 $
 120.0
 $
 115.8
 $
 -
 $
 -
 $
 115.8
 Assets measured at net asset value (e)
 343.2
 340.2
 Total postretirement

 $
 463.2
 $
 456.0

 (a)
Primarily
publicly
traded
stock
for
purposes
of
total
and
to
consistent
with
policy
 allocations. Investments
include: United States
and international
public equity
securities, mutual funds,
and equity futures
valued
 at closing prices from national exchanges, commingled funds valued
at fair value using the unit values provided by the investment
 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
stocks
in
real
estate,
and
infrastructure
for
the
purpose
of
total
return.
Investments
include:
real
estate,
and
infrastructure
securities
valued
at
closing
from
national
exchanges,
and
commingled
 funds valued at unit values provided by the investment managers, which
are based on the fair value of the underlying investments.

 (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
that are
 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
level
in
2024.
2024,
the
initial
public
offering
of
 securities
previously
priced
using
non-observable
resulted
in
the
transfer
of
$
 34.3

out
of
level
investments.
There
 were
 no

transfers into or out of level 3 investments in fiscal 2023.
 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
 2024
 2023
 2024
 2023
 Asset category:
 United States equities
 7.2
 %
 8.3
 %
 27.8
 %
 28.6
 %
 International equities
 4.1
 4.8
 14.4
 13.4
 Private equities
 10.2
 10.6
 11.2
 14.5
 Fixed income
 68.3
 65.1
 46.6
 43.5
 Real assets
 10.2
 11.2
 -
 -
 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,
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
to
make
to
our
other
and
 postemployment benefit
plans in
fiscal 2025.
Actual fiscal
2025 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 2025 to fiscal 2034 as follows:

 Defined Benefit
 Pension Plans
 Other
 Postretirement
 Gross Payments
 Fiscal 2025
 $
 358.0
 $
 37.3
 $
 25.4
 Fiscal 2026
 365.0
 36.2
 19.8
 Fiscal 2027
 372.2
 35.2
 18.4
 Fiscal 2028
 379.3
 34.8
 16.5
 Fiscal 2029
 386.2
 33.8
 15.2
 Fiscal 2030-2034
 2,000.5
 154.5
 63.3

 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 $
 19.5

million as of May 26, 2024, and $
 19.2

million as of May 28, 2023. We
also sponsor defined contribution plans in many
 of
our
locations.
Our
total
to
contribution
plans
was
$
 94.0

in
2024,
 $
 97.2

million in fiscal 2023, and $
 90.1

million in fiscal 2022.
 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
 3.5
 million as
of May
and
 3.7

million as
of May
28, 2023.
The ESOP's
only assets
are our
common stock
and temporary
cash
 balances.
 The Company stock fund and the ESOP collectively held
$
 393.0

million and $
 498.7

million of Company common stock as of May 26,
 2024, and May 28, 2023, respectively.

 NOTE 15. INCOME TAXES

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

 2024
 2023
 2022
 Earnings before income taxes and after-tax earnings
from joint ventures:
 $
 2,907.0
 $
 2,740.5
 $
 2,652.3
 Foreign
 121.3
 400.0
 557.3
 Total earnings
before income taxes and after-tax earnings from joint ventures
 $
 3,028.3
 $
 3,140.5
 $
 3,209.6
 Income taxes:
 Currently payable:
 Federal
 $
 512.8
 $
 487.1
 $
 384.2
 State and local
 72.0
 82.2
 60.8
 Foreign
 58.2
 65.1
 79.1
 Total current
 643.0
 634.4
 524.1
 Deferred:
 Federal
 27.4
 9.6
 75.0
 State and local
 9.7
 ( 8.1)
 18.3
 Foreign
 ( 85.6)
 ( 23.7)
 ( 31.1)
 Total deferred
 ( 48.5)
 ( 22.2)
 62.2
 Total income
taxes
 $
 594.5
 $
 612.2
 $
 586.3

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

 2024
 2023
 2022
 United States statutory rate
 21.0
 %
 21.0
 %
 21.0
 %
 State and local income taxes, net of federal tax benefits
 2.1
 1.5
 2.1
 Foreign rate differences
 ( 1.6)
 ( 1.0)
 ( 1.1)
 Research and development tax credit
 ( 1.2)
 -
 -
 Stock based compensation
 ( 0.3)
 ( 1.0)
 ( 0.6)
 Capital loss (a)
 -
 -
 ( 1.7)
 Divestitures, net
 -
 ( 0.8)
 ( 1.2)
 Effective income tax rate
 19.6
 %
 19.5
 %
 18.3
 %

 (a)
During fiscal
2022, we
released a
$
 50.7

million valuation
allowance associated
with our capital
loss carryforward
expected to
be
 used against divestiture gains.

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

 Accrued liabilities
 $
 43.6
 $
 51.2
 Compensation and employee benefits
 147.7
 143.7
 Pension
 83.0
 43.7
 Tax credit carryforwards
 48.6
 38.7
 Stock, partnership, and miscellaneous investments
 3.6
 2.4
 Capitalized research and development
 103.6
 83.7
 Capital losses
 71.7
 76.2
 Net operating losses
 259.6
 221.3
 Other
 92.3
 99.4
 Gross deferred tax assets
 853.7
 760.3
allowance
 255.5
 259.2
 Net deferred tax assets
 598.2
 501.1
 Brands
 1,429.4
 1,417.2
 Fixed assets
 393.2
 402.7
 Intangible assets
 195.8
 213.1
 Tax lease transactions
 3.4
 8.5
 34.2
 47.1
 Stock, partnership, and miscellaneous investments
 439.7
 369.0
 Unrealized hedges
 20.2
 34.3
 Other
 115.4
 120.1
 Gross deferred tax liabilities
 2,631.3
 2,612.0
 Net deferred tax liability
 $
 2,033.1
 $
 2,110.9

 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
(e.g.,
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
 $
 106.6
 State and foreign loss carryforwards
 21.9
 Capital loss carryforwards
 71.8
 Other
 55.2
 Total
 $
 255.5

 As of May 26, 2024, 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
 $
 245.8
 Federal operating loss carryforwards
 5.6
 State operating loss carryforwards
 8.2
 Total tax loss carryforwards
 $
 259.6

 Our foreign loss carryforwards expire as follows:

 Expire in fiscal 2025 and 2026
 $
 0.8
 Expire in fiscal 2027 and beyond
 26.4
 Do not expire (a)
 218.6
 Total foreign loss carryforwards
 $
 245.8

 (a)
Of the total foreign loss carryforwards, $
 204.2

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

 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
estimated 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
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
do not
 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 2018
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.

 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 2024
 and
fiscal 2023.
Approximately
$
 82.7

this total
2024
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
in U.S.
federal
 income taxes upon recognition of the state tax benefits included therein.

 2024
 2023
 Balance, beginning of year
 $
 181.2
 $
 160.9
 Tax positions related
to current year:
 Additions
 24.6
 29.9
 Tax positions related
to prior years:
 Additions
 6.3
 2.9
 Reductions
 ( 55.2)
 ( 0.9)
 Settlements
 ( 0.8)
 ( 4.7)
 Lapses in statutes of limitations
 ( 7.1)
 ( 6.9)
 Balance, end of year
 $
 149.0
 $
 181.2

 As of
2024, 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
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.
For
2023,
we
$
 4.7

of
tax-related
net
and
penalties,
and
had
$
 32.4

of
 accrued interest and penalties as of May 28, 2023.

 NOTE 16. COMMITMENTS AND CONTINGENCIES

 As
of
May
26,
2024,
we
have
guarantees
and
comfort
letters
of
$
 152.9

for
the
debt
and
other
of
non-
 consolidated affiliates, mainly CPW.
Off-balance sheet arrangements were not material as of
May 26, 2024.
2020,
we
received
notice
from
the
tax
authorities of
the
State of
S o
Paulo,
Brazil
our
compliance
with
its
 state sales tax requirements.
As a result, we
have been assessed additional
state sales taxes, interest,
and penalties. We
believe that we
 have meritorious
defenses against
this claim
and will
vigorously defend
our position.
As of
, we
are unable
to estimate
 any possible loss and have not recorded a loss contingency for this matter.

 NOTE 17. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

 We
operate
in
the
packaged
foods
industry.
Our
segments
are
as
follows:
North
Retail,
International,
Pet,
and
 North America Foodservice.
 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
grocery
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
of
 organic products including ready-to-eat cereal, frozen
and shelf-stable vegetables, meal kits, fruit snacks and snack bars.
 Our
consists
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 Pet operating segment includes
pet food products sold primarily in the
United States and Canada in national
pet superstore chains,
 e-commerce retailers,
grocery stores,
regional pet
store chains,
mass merchandisers,
and veterinary
clinics and
hospitals. Our
 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
offerings
address
dietary,
lifestyle,
and
life-stage
needs
and
span
 product types, diet types, breed sizes for dogs, lifestages, flavors, product
functions, and textures and cuts for wet foods.
 Our
North
consists
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.
for these
segments excludes
unallocated corporate
items, gain
or loss
on divestitures,
and restructuring,
impairment,
exit costs.
Results from
certain businesses
managed by
our Gold
Medal Ventures
entity are
included within
corporate and
 other net
unallocated corporate
items within
profit.
Unallocated corporate
items also
include corporate
overhead
 expenses,
variances
to
planned
North
American
employee
and
incentives,
charitable
contributions,
 initiative
gains
and
on
investments,
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
from
of
until
passed
back
to
our
segments.
These
items
 affecting
are
centrally
managed
at
the
level
and
are
excluded
from
the
of
 reviewed
by executive
management.
Under our
supply chain
organization,
our manufacturing,
warehouse,
and distribution
 are
substantially
integrated
across
our
in
order
to
maximize
and
productivity.
As
a
fixed
and
 depreciation and amortization expenses are neither maintained nor available
by operating segment.
 Our operating segment results were as follows:

 2024
 2023
 2022
 Net sales:
 $
 $
 $
 11,572.0
 2,746.5
 2,769.5
 3,315.7
 Pet
 2,375.8
 2,473.3
 2,259.4
 2,258.7
 2,191.5
 1,845.7
 Total segment net
sales
 $
 19,854.4
 $
 $
 Corporate and other
 2.8
 -
 -
 Total net sales
 $
 $
 $
 Operating profit:
 $
 3,080.4
 $
 3,181.3
 $
 2,699.7
 125.2
 161.8
 232.0
 Pet
 485.9
 445.5
 470.6
 315.5
 290.0
 255.5
 Total segment operating
 $
 4,007.0
 $
 4,078.6
 $
 3,657.8
 Unallocated corporate items
 333.9
 1,033.2
 402.6
 -
 ( 444.6)
 ( 194.1)
 Restructuring, impairment, and other exit costs (recoveries)
 241.4
 56.2
 ( 26.5)
 $
 $
 3,433.8
 $
 3,475.8

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

 2024
 2023
 2022
 U.S. Meals & Baking Solutions
 $
 4,324.3
 $
 4,426.3
 $
 4,023.8
 U.S. Morning Foods
 3,561.8
 3,620.1
 3,370.9
 U.S. Snacks
 3,538.9
 3,611.0
 3,191.4
 Canada
 1,048.4
 1,002.5
 985.9
 Total
 $
 $
 $
 11,572.0

 Net sales by class of similar products were as follows:

 2024
 2023
 2022
 Snacks
 $
 4,327.3
 $
 4,431.5
 $
 3,960.9
 3,187.5
 3,209.5
 2,998.1
 Convenient meals
 2,906.5
 2,961.6
 2,988.5
 Dough
 2,423.6
 2,390.5
 1,986.3
 Pet
 2,382.7
 2,476.0
 2,260.1
 Baking mixes and ingredients
 1,996.0
 2,037.3
 1,843.6
 Yogurt
 1,482.5
 1,472.9
 1,714.9
 Super-premium ice cream
 728.7
 703.7
 782.2
 Other
 422.4
 411.2
 458.2
 Total
 $
 $
 $

 The following tables provide financial information by geographic area:

 2024
 2023
 2022
 Net sales:
 $
 16,062.2
 $
 16,322.2
 $
 14,691.2
 Non-United States
 3,795.0
 3,772.0
 4,301.6
 Total
 $
 $
 $

 Cash and cash equivalents:
 $
 87.8
 $
 204.2
 Non-United States
 330.2
 381.3
 Total
 $
 418.0
 $
 585.5

 Land, buildings, and equipment:
 $
 3,155.3
 $
 2,920.5
 Non-United States
 708.6
 715.7
 Total
 $
 3,863.9
 $
 3,636.2

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

 Receivables:
 Customers
 $
 1,721.2
 $
 1,710.1
 Less allowance for doubtful accounts
 ( 25.0)
 ( 26.9)
 Total
 $
 1,696.2
 $
 1,683.2

 Inventories:
 Finished goods
 $
 1,827.7
 $
 2,066.9
 Raw materials and packaging
 500.5
 572.2
 Grain
 111.1
 133.8
 Excess of FIFO over LIFO cost (a)
 ( 541.1)
 ( 600.9)
 Total
 $
 1,898.2
 $
 2,172.0

 (a)
Inventories of $
 1,135.3

million as of May 26,
2024, and $
 1,477.5

million as of May 28,
2023, were valued at LIFO.
During fiscal
 2024,
LIFO
inventory
layers
were
reduced.
Results
of
were
not
materially
by
these
liquidations
of
LIFO
 inventory.
The
difference
between
replacement
cost
and
the
stated
LIFO
inventory
value
is
not
materially
from
the
 reserve for the LIFO valuation method.

 Prepaid expenses and other current assets:
 Prepaid expenses
 $
 266.1
 $
 244.4
 Other receivables
 221.6
 285.7
 Derivative receivables
 20.8
 45.1
 Grain contracts
 7.9
 2.3
 Marketable investments
 -
 117.2
 Miscellaneous
 52.1
 41.0
 Total
 $
 568.5
 $
 735.7

 Land, buildings, and equipment:
 Equipment
 $
 6,985.6
 $
 6,672.2
 Buildings
 2,640.2
 2,569.3
 Construction in progress
 899.9
 746.7
 Capitalized software
 506.8
 514.8
 Land
 57.3
 56.5
 Equipment under finance lease
 10.3
 9.8
 Buildings under finance lease
 0.3
 0.3
 Total land, buildings,
and equipment
 11,100.4
 10,569.6
 Less accumulated depreciation
 ( 7,236.5)
 ( 6,933.4)
 Total
 $
 3,863.9
 $
 3,636.2

 Other assets:
 Investments in and advances to joint ventures
 $
 397.9
 $
 462.0
 Right of use operating lease assets
 366.1
 340.0
 Deferred income taxes
 167.5
 -
 Pension assets
 89.1
 51.8
 Life insurance
 15.1
 15.8
 Miscellaneous
 258.8
 290.7
 Total
 $
 1,294.5
 $
 1,160.3

 Other current liabilities:
 Accrued trade and consumer promotions
 $
 502.3
 $
 454.3
 Accrued payroll
 304.7
 426.6
 Current portion of operating lease liabilities
 102.2
 101.9
 Accrued interest, including interest rate swaps
 88.1
 83.1
 Accrued taxes
 82.1
 80.9
 Dividends payable
 20.9
 23.1
 Derivative payables
 20.6
 34.0
 Restructuring and other exit costs reserve
 14.8
 47.7
 Grain contracts
 6.5
 11.8
 Miscellaneous
 277.2
 337.3
 Total
 $
 1,419.4
 $
 1,600.7

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

postretirement benefit and postemployment benefit plans
 $
 708.6
 $
 509.6
 Non-current portion of operating lease liabilities

 282.8
 257.0
 Accrued taxes
 186.8
 245.1
 Miscellaneous
 105.3
 128.3
 Total
 $
 1,283.5
 $
 1,140.0

 Certain Consolidated Statements of Earnings amounts are as follows:

 2024
 2023
 2022
 Depreciation and amortization
 $
 552.7
 $
 546.6
 $
 570.3
 Research and development expense
 257.8
 257.6
 243.1
 Advertising and media expense (including production and

communication costs)
 824.6
 810.0
 690.1

 The components of interest, net are as follows:

 2024
 2023
 2022
 Interest expense
 $
 509.4
 $
 400.5
 $
 387.2
 Capitalized interest
 ( 11.4)
 ( 4.4)
 ( 3.8)
 Interest income
 ( 18.8)
 ( 14.0)
 ( 3.8)
 Interest, net
 $
 479.2
 $
 382.1
 $
 379.6

 Certain Consolidated Statements of Cash Flows amounts are as follows:

 2024
 2023
 2022
 Cash interest payments
 $
 464.4
 $
 337.1
 $
 357.8
 Cash paid for income taxes
 660.5
 682.6
 545.3

 NOTE 19. QUARTERLY
DATA
(UNAUDITED)

 Summarized quarterly data for fiscal 2024 and fiscal 2023 follows:

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

Share Amounts
 2024
 2023
 2024
 2023
 2024
 2023
 2024
 2023
 $
 4,904.7
 $
 4,717.6
 $
 5,139.4
 $
 5,220.7
 $
 5,099.2
 $
 5,125.9
 $
 4,713.9
 $
 5,030.0
 Gross margin
 1,770.5
 1,447.7
 1,765.9
 1,705.1
 1,707.4
 1,664.8
 1,688.3
 1,728.2
 Net earnings attributable to

 673.5
 820.0
 595.5
 605.9
 670.1
 553.1
 557.5
 614.9
 EPS:
 Basic
 $
 1.15
 $
 1.37
 $
 1.03
 $
 1.01
 $
 1.18
 $
 0.94
 $
 0.98
 $
 1.04
 Diluted
 $
 1.14
 $
 1.35
 $
 1.02
 $
 1.01
 $
 1.17
 $
 0.92
 $
 0.98
 $
 1.03

 In
the
of
2024,
we
$
 103.1

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

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
.

 In the fourth
quarter fiscal 2023,
we approved restructuring
actions to enhance
the efficiency
of our global
supply chain structure
and
 recorded $
 36.2

charges. We
also approved
restructuring actions
in our International
segment to
optimize our
 shops network
and recorded
$
 6.4

charges.
we recorded
a net
recovery of
$
 11.8

million related
to a
voluntary
 recall of certain international
 ice cream products as a result of an insurance recovery.

 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.

Operating
adjusted
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
taxes,
depreciation
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
conversion
rate.

Free
cash
flow
divided
by
our
net
attributable
to
and
 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 redeemable
and 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.

 Interest
bearing
instruments.

Notes
payable,
debt,
portion,
cash
and
cash
equivalents,
and
 interest bearing investments classified within prepaid expenses and other current
assets and other assets.
 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 debt-to-adjusted EBITDA ratio.

Net debt divided by Adjusted EBITDA.

 Net
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).

 Operating
cash
flow
conversion
rate.

Net
cash
by
activities,
divided
by
net
 attributable to redeemable and noncontrolling interests.
 Operating cash flow to net debt ratio.

Net debt divided by cash provided by operating activities.

 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.
 Redeemable
interest.

Interest
of
held
by
a
third
party
that
can
be
redeemed
of
our
and
 therefore cannot be classified as a noncontrolling interest in equity.
 Reporting unit.

An operating segment or a business one level below an operating
segment.
 SOFR.
 Secured Overnight Financing Rate.
 Strategic
Revenue
Management
(SRM).

A
company-wide
capability
focused
on
generating
sustainable
from
net
price
 realization
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
evaluated
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 26,
2024, 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
 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
26, 2024, 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
over
 reporting,
as
such
term
is
in
Rule
13a-15(f)
under
the
1934
Act.
The
system
was
designed
to
assurance
to
our
and
the
Board
of
the
preparation
and
fair
presentation
of
 published
statements.
Under
the
supervision
and
with
the
participation
of
management,
our
Chief
 Officer and Chief Financial Officer,
we conducted an assessment of the effectiveness
of our internal control over financial reporting
as
 of May 26, 2024. 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
assessment
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 26, 2024.
 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
2024, 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 2024
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 2024
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
 2024 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 2024 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
definitive
Proxy
Statement
for
our
2024
Annual
Meeting
of
Shareholders
is
incorporated
by
 reference.

 Equity Compensation Plan Information
 The following table provides certain information as of May 26, 2024,
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
 18,812,894
 (b)
 $
 59.19
 32,590,666
 (d)
 Equity compensation plans

not approved by

security holders
 92,110
 (c)
 -
 -
 Total
 18,905,004
 $
 59.19
 32,590,666
 (a)
 Only includes the weighted-average exercise price of outstanding options,
whose weighted-average term is 5.05 years.
 (b)
 Includes 12,044,367 stock
options, 3,335,148 restricted
stock units, 1,323,984
performance share units
(assuming pay out
for
 target performance), and 2,109,395 restricted stock units that
have vested and been deferred.
 (c)
 Includes 92,110
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 32,590,666
shares available for
 grant at May 26, 2024.
 ITEM 13 - Certain Relationships and Related Transactions,
and Director Independence

 The
set forth
entitled "Board
Independence
and Related
Person
Transactions"
definitive
 Proxy Statement for our 2024 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
definitive
Proxy
 Statement for our 2024 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 26, 2024, May 28,
2023, and May 29, 2022.
of
Comprehensive
for
the
years
ended
May
26,
2024,
May
28,
2023,
and
May
29,
 2022.
 Consolidated Balance Sheets as of May 26, 2024 and May 28, 2023.

 Consolidated Statements of Cash Flows for the fiscal years ended May 26, 2024,
May 28, 2023, and May 29, 2022.
Statements of
Total
Equity
and Redeemable
Interest for
years ended
2024, May
28, 2023,
 and May 29, 2022.
 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 26, 2024, May 28, 2023, and May 29, 2022:
 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
 *
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
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
Form 10-Q for the fiscal quarter ended February 28, 2021).
 10.13
 *
Survivor
Plan
by
to
10.6
to
the
 Company's Annual Report
on Form 10-K for the fiscal year ended May 29, 2005).

 10.14
 *
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).
 10.15
 *
 Supplemental Benefits Trust
Agreement, dated September 26,
1988, between the Company and
 Norwest
Bank
Minnesota,
N.A.
by
to
10.4
to
the
Form 10-Q for the fiscal quarter ended November 27, 2011).
 10.16
 *
 Form
of
Performance
Share
Unit
Award
Agreement
by
to
10.1
to
the
on
Form
for
the
ended
 August 27, 2023).
 10.17
 *
 Form
of
Stock
Option
Agreement
by
to
10.2
to
the
 Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended August 27, 2023).
 10.18
 *
 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).
 10.19
 *
 Deferred Compensation
Plan for Non-Employee
Directors (incorporated
herein by reference
to
10.1
to
the
on
Form
for
the
ended
 November 26, 2017).
 10.20
 *
 2017
Stock
Plan
by
to
10.2
to
the
Form 10-Q for the fiscal quarter ended November 26, 2017).
 10.21
 *
Retirement
Plan
I
(Grandfathered)
by
to
 10.2
on
Form
ended February
 28, 2021).
 10.22
 *
Retirement
Plan
I
by
to
10.6
to
the
Form 10-Q for the fiscal quarter ended
February 28, 2021).
 10.23
 *
 2022
Stock
Plan
by
to
10.1
to
the
 Company's Current Report on Form 8-K filed September 30, 2022).
 10.24
 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).
 10.25
 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).
 10.26
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).
 10.27
 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).
 10.28
 +
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).
 10.29
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).
 10.30
 Five-Year
Credit Agreement, dated
as of April 12,
2021, as amended
April 3, 2023,
among the
 Company,
the several financial
institutions from time
to time party
to the agreement,
and Bank
 of America,
N.A., as
Administrative Agent
(incorporated herein
by reference
to Exhibit
10.30
 to the Company's Annual
Report on Form 10-K for the fiscal year ended May 28, 2023).

 19.1
 Insider trading policies of the Company
 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.
 The following
materials from
Annual Report
10-K for
year
 ended
May
26,
2024,
formatted
in
Inline
Extensible
Business
Reporting
Language:
(i)
the
Sheets;
(ii)
the
of
Earnings;
(iii)
the
 Consolidated Statements
of Comprehensive
Income; (iv)
the Consolidated
Statements of
Total
 Equity and Redeemable Interest; (v)
the Consolidated Statements of Cash
Flows; (vi) the Notes
 to
Statements;
and
(vii)
Schedule
II
–
of
Qualifying
 Accounts.
 Cover
Page,
formatted
in
Inline
Extensible
Business
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/ R. Kerry Clark
 R. Kerry Clark
 /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
 2024
 2023
 2022
 Allowance for doubtful accounts:
 Balance at beginning of year
 $
 26.9
 $
 28.3
 $
 36.0
 Additions charged to expense
 27.6
 29.6
 23.0
 Bad debt write-offs
 ( 29.4)
 ( 28.6)
 ( 26.4)
 Other adjustments and reclassifications
 ( 0.1)
 ( 2.4)
 ( 4.3)
 Balance at end of year
 $
 25.0
 $
 26.9
 $
 28.3
allowance for deferred tax assets:
 Balance at beginning of year
 $
 259.2
 $
 185.1
 $
 229.2
 Additions charged (benefits) to expense
 ( 2.3)
 77.1
 ( 41.6)
 Adjustments due to acquisitions, translation of amounts, and other
 ( 1.4)
 ( 3.0)
 Balance at end of year
 $
 255.5
 $
 259.2
 $
 185.1
 Reserve for restructuring and other exit charges:
 Balance at beginning of year
 $
 47.7
 $
 36.8
 $
 148.8
 Additions charged to expense, including translation amounts
 0.1
 41.7
 3.4
 Reserve adjustment
 -
 -
 ( 34.0)
 Net amounts utilized for restructuring activities
 ( 33.0)
 ( 30.8)
 ( 81.4)
 Balance at end of year
 $
 14.8
 $
 47.7
 $
 36.8
 Reserve for LIFO valuation:
 Balance at beginning of year
 $
 600.9
 $
 463.4
 $
 209.5
 Increase
 ( 59.8)
 137.5
 253.9
 Balance at end of year
 $
 541.1
 $
 600.9
 $
 463.4