# General Mills Inc: Form 10-K for the period ended May 26, 2024 - Company: [General Mills Inc](/companies/gis.md) (CIK 40704) - Form: 10-K - Filed: 2024-06-26 - Accepted by EDGAR: Jun 26, 2024, 14:50 ET - Period: 2024-05-26 - Accession: 0001193125-24-168943 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/40704/000119312524168943/d764890d10k.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/40704/000119312524168943/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2024-05-26. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Revenue | 3 months, 2024-02-27 to 2024-05-26 | $4.71bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | | Revenue | 12 months, 2023-05-29 to 2024-05-26 | $19.86bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | | Cost of revenue | 12 months, 2023-05-29 to 2024-05-26 | $12.93bn | us-gaap:CostOfGoodsAndServicesSold | | Gross profit | 3 months, 2024-02-27 to 2024-05-26 | $1.69bn | us-gaap:GrossProfit | | Research and development | 12 months, 2023-05-29 to 2024-05-26 | $257.8m | us-gaap:ResearchAndDevelopmentExpense | | Selling, general and administrative | 12 months, 2023-05-29 to 2024-05-26 | $3.26bn | us-gaap:SellingGeneralAndAdministrativeExpense | | Operating income | 12 months, 2023-05-29 to 2024-05-26 | $3.43bn | us-gaap:OperatingIncomeLoss | | Interest expense | 12 months, 2023-05-29 to 2024-05-26 | $479.2m | us-gaap:InterestExpense | | Income tax | 12 months, 2023-05-29 to 2024-05-26 | $594.5m | us-gaap:IncomeTaxExpenseBenefit | | Net income | 3 months, 2024-02-27 to 2024-05-26 | $557.5m | us-gaap:NetIncomeLoss | | Net income | 12 months, 2023-05-29 to 2024-05-26 | $2.50bn | us-gaap:NetIncomeLoss | | Diluted EPS | 3 months, 2024-02-27 to 2024-05-26 | $0.98 | us-gaap:EarningsPerShareDiluted | | Diluted EPS | 12 months, 2023-05-29 to 2024-05-26 | $4.31 | us-gaap:EarningsPerShareDiluted | | Basic EPS | 3 months, 2024-02-27 to 2024-05-26 | $0.98 | us-gaap:EarningsPerShareBasic | | Basic EPS | 12 months, 2023-05-29 to 2024-05-26 | $4.34 | us-gaap:EarningsPerShareBasic | | Diluted shares (weighted) | 12 months, 2023-05-29 to 2024-05-26 | 579,500,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Operating cash flow | 12 months, 2023-05-29 to 2024-05-26 | $3.30bn | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Capital expenditure | 12 months, 2023-05-29 to 2024-05-26 | $774.1m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | | Share repurchases | 12 months, 2023-05-29 to 2024-05-26 | $2.00bn | us-gaap:PaymentsForRepurchaseOfCommonStock | | Cash and equivalents | at 2024-05-26 | $418.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Current assets | at 2024-05-26 | $4.58bn | us-gaap:AssetsCurrent | | Total assets | at 2024-05-26 | $31.47bn | us-gaap:Assets | | Current liabilities | at 2024-05-26 | $7.03bn | us-gaap:LiabilitiesCurrent | | Total liabilities | at 2024-05-26 | $21.82bn | us-gaap:Liabilities | | Short-term borrowings | at 2024-05-26 | $11.8m | us-gaap:ShortTermBorrowings | | Shareholders' equity | at 2024-05-26 | $9.40bn | us-gaap:StockholdersEquity | ## Business As filed, 22,206 characters. ### 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 50 percent interests in two strategic joint ventures that manufacture and market food products sold in approximately 130 countries worldwide. We manage and review the financial results of our business under four operating segments: North America Retail; International; Pet; and North America Foodservice. See Management’s Discussion and Analysis of Financial 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 Nestlé S.A. (Nestlé) competes in the ready-to-eat cereal category in markets outside North America, and our Häagen-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 customers are grocery stores, mass merchandisers, membership stores, natural food chains, drug, dollar and discount chains, e-commerce retailers, commercial and noncommercial foodservice distributors and operators, restaurants, convenience stores, and pet specialty stores. We generally sell to these customers through our direct sales force. We use broker and distribution arrangements for certain products and to serve certain types of customers and certain markets. For further information on our customer credit and product return practices, please refer to Note 2 to the Consolidated Financial Statements in Item 8 of this report. During fiscal 2024, Walmart Inc. and its affiliates (Walmart) accounted for 22 percent of our consolidated net sales and 30 percent of net sales of our North America 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 categories are highly competitive, with numerous manufacturers of varying sizes in the United 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, and other resources. Competition in our product categories is based on product innovation, product quality, price, brand recognition and loyalty, effectiveness of marketing, promotional activity, convenient ordering and delivery to the consumer, and the ability to identify and satisfy consumer preferences. Our principal strategies for competing in each of our segments include unique consumer insights, effective 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 products, 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 principal raw materials that we use are grains (wheat, oats, and corn), dairy products, meat, vegetable oils, sugar, vegetables, fruits, nuts, and other agricultural products. We also use substantial quantities of carton board, corrugated, plastic, and metal packaging materials, operating supplies, and energy. Most of these inputs for our domestic and Canadian operations are purchased from suppliers in the 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, climate change, product scarcity, limited sources of supply, commodity market fluctuations, currency fluctuations, trade tariffs, pandemics, war, and changes in governmental agricultural and energy policies and regulations. We believe that we will be able to obtain an adequate supply of needed inputs. Occasionally and where possible, we make advance purchases of items significant to our business in order to ensure continuity of operations. Our objective is to procure materials meeting both our quality standards and our production needs at price levels that allow a targeted profit margin. Since these inputs generally represent the largest variable cost in manufacturing our products, to the extent possible, we often manage the risk associated with adverse price movements for some inputs using a variety of risk 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 products are marketed under a variety of valuable trademarks. Some of the more important trademarks used in our global operations (set forth in italics in this report) include #### 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 #### Häagen-Dazs #### Kitano #### Kix #### Lärabar #### Latina #### Lucky #### Charms #### Muir Glen #### Nature Valley #### Nudges, Oatmeal Crisp #### Old El Paso #### Pillsbury #### Progresso #### Tastefuls, #### Total , Totino’s #### Trix #### True #### Chews, True Solutions, Wanchai Ferry #### Wheaties #### Wilderness , and #### Yoki . We protect these trademarks as appropriate through registrations in the United States and other jurisdictions. Depending on the jurisdiction, trademarks are generally valid as long as they are in use or their registrations are properly maintained and they have not been found to have become generic. Registrations of trademarks can also generally be renewed indefinitely for as long as the trademarks are in use. Some of our products are marketed under or in combination with trademarks that have been licensed from others for both long- standing products (e.g., #### Reese’s Puffs for cereal, #### Green Giant for vegetables in certain countries, and #### Yoplait and related brands for fresh dairy in the United States and Canada), and shorter term promotional products (e.g., fruit snacks sold under various third party equities). Our cereal trademarks are licensed to CPW and may be used in association with the #### Nestlé trademark. Nestlé licenses certain of its trademarks to CPW, including the #### Nestlé and #### Uncle Toby’s trademarks. The #### Häagen-Dazs trademark is licensed royalty-free and exclusively to Nestlé and authorized sublicensees for ice cream and other frozen dessert products in the United States and Canada. The #### Häagen-Dazs trademark is also licensed to HDJ in Japan. The #### Pillsbury brand and the #### Pillsbury Doughboy character are subject to an exclusive, royalty-free license that was granted to a third party and its successors in the shelf-stable baking categories in the United States and under limited circumstances in Canada and Mexico. We continue our focus on developing and marketing innovative, proprietary products, 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 products is evenly balanced throughout the year. However, within our North America Retail segment demand for refrigerated dough, frozen baked goods, and baking products is stronger in the fourth calendar quarter. Demand for #### Progresso soup is higher during the fall and winter months. Within our International segment, demand for #### Häagen-Dazs 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 different seasons in the northern and southern hemispheres, our International segment’s net sales are generally evenly balanced throughout the year. ### QUALITY AND SAFETY REGULATION The manufacture and sale of human and pet food products is highly regulated. In the United States, our activities are subject 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 various federal, state, and local agencies relating to the production, packaging, labelling, marketing, 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 actions associated with the alleged or threatened release of hazardous substances or wastes located in Minneapolis, Minnesota and Moonachie, New Jersey. Our operations are subject 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 material adverse effect upon our capital expenditures, earnings, 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 approximately 34,000 employees around the globe, with approximately 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 production of high-quality products and successful execution of our strategy requires 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 measure our progress with on-going employee conversations, transparent communications, and employee engagement surveys. We believe that 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 – including 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 of our officer and director population, and approximately 24 percent 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 specific 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 variety of senior management positions 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 Segment President, International. Mr. Fernandez joined General 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 President, CPW Marketing in 2014, President, Latin America in 2016, and President, 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 General Mills in 1994 and served in various marketing roles in the Betty Crocker, Yoplait, and Big G cereal divisions. He was named Vice President, Marketing for CPW in 2003 and Vice President of the Big G cereal division in 2007. In 2011, he was promoted to Senior Vice President for the Big G cereal division. Mr. Harmening was appointed Senior Vice President, Chief Executive Officer 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 President, Chief Operating Officer in 2016. He was named Chief Executive Officer in 2017 and Chairman of the 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 21 years at PepsiCo, Inc., serving in roles of increasing responsibility, including most recently as Senior Vice President and Chief Information Officer 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 variety of roles in Consumer Foods Sales. In 2005, he moved into marketing roles in the Meals division and was elected Vice President in 2007. Mr. Nudi was named Vice President; President, Snacks, in 2010, Senior Vice President; President, Europe/Australasia in 2014, Senior Vice President; President, U.S. Retail in 2016 and Group President, 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, Financial Reporting until 2017, when he was named Vice President, Assistant Controller. He was elected to his present position in February 2020. Prior to joining General Mills, Mr. Pallot held accounting and financial reporting positions 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 President, 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 President, Marketing, Europe & Australia. He was promoted to President, U.S. Yogurt in May 2018 and President, U.S. Meals & Baking Solutions in July 2019. He was named to his current position 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 General 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 President, Human Resources, International in 2010, and then promoted to Senior Vice President, Human Resources Operations in 2013. She was named to her present position in 2014. Prior to joining General Mills, she held sales and management roles with Jenny Craig International. ### Karen Wilson Thissen , age 57, is General Counsel and Secretary. Ms. Wilson Thissen joined General Mills in June 2022. Prior to joining General Mills, she spent 17 years at Ameriprise Financial, Inc., serving in roles of increasing responsibility, including 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 https://www.generalmills.com. We make available, free of charge in the “Investors” portion of this website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports 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 material with, or furnish it to, the Securities and Exchange Commission (SEC). All such filings are available on the SEC’s website at https://www.sec.gov. Reports of beneficial ownership filed pursuant to Section 16(a) of the 1934 Act are also available on our website. ## Risk factors As filed, 28,472 characters. Our business is subject to various risks and uncertainties. Any of the risks described below could materially, adversely affect our business, financial condition, and results of operations. ### Business and Industry Risks ### The categories in which we participate are very competitive, and if we are ### not able to compete effectively, our results of ### operations could be adversely ### affected. The human and pet food categories in which we participate are very competitive. Our principal competitors in these categories are manufacturers, as well as retailers with their own branded and private label products. Competitors market and sell their products through brick-and-mortar stores and e-commerce. All of our principal competitors have substantial financial, marketing, and other resources. In most product categories, we compete not only with other widely advertised branded products, but also with regional brands and with generic and private label products that are generally sold at lower prices. Competition in our product categories is based on product innovation, product quality, price, brand recognition and loyalty, effectiveness of marketing, promotional activity, convenient ordering and delivery to the consumer, and the ability to identify and satisfy consumer preferences. If our large competitors were to seek an advantage through 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 consumer demands or by new product introductions of our competitors. If we are unable to build and sustain brand equity by offering recognizably superior product quality, we may be unable to maintain premium pricing over generic and private label products. **We may be unable to maintain our profit margins in the face of a consolidating retail environment.** There has been significant consolidation in the grocery industry, resulting in customers with increased purchasing power. In addition, large retail customers may seek to use their position to improve their profitability through improved efficiency, lower pricing, increased reliance on their own brand name products, increased emphasis on generic and other economy brands, and increased promotional programs. If we are unable to use our scale, marketing expertise, product 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 percent of our consolidated net sales and 30 percent of net sales of our North America Retail segment. For more information on significant customers, please see Note 8 to the Consolidated Financial Statements in Item 8 of this report. ### Price changes for the commodities we depend on for raw materials, packaging, ### and energy may adversely affect our ### profitability. The principal raw materials that we use are commodities that experience price volatility caused by external conditions such as weather, climate change, product scarcity, limited sources of supply, commodity market fluctuations, currency fluctuations, 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 changes may result in unexpected increases in raw material, packaging, energy, and transportation costs. If we are unable to increase productivity to offset these increased costs or increase our prices, we may experience reduced margins and profitability. We 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 adversely affected if consumers in our principal markets lose confidence in the safety and quality of certain of our products or ingredients. Adverse publicity about these types of concerns, whether or not valid, may discourage consumers 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 for our ### products. Our success depends in part on our ability to anticipate the tastes, eating habits, and purchasing behaviors of consumers and to offer products that appeal to their preferences in channels where they shop. Consumer preferences and category-level consumption may change from time to time and can be affected by a number of different trends and other factors. If we fail to anticipate, identify or react to these changes and trends, such as adapting to emerging e-commerce channels, or to introduce new and improved products on a timely basis, we may experience reduced demand 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 growth potential is constrained by population growth. Our success depends in part on our ability to grow our business faster than populations are growing in the markets that we serve. One way to achieve that growth is to enhance our portfolio by adding innovative new products in faster growing and more profitable categories. Our future results will also depend on our ability to increase market share in our existing product categories. If we do not succeed in developing innovative products for new and existing categories, our growth and profitability could be adversely affected. **Our results may be negatively impacted if consumers do not maintain their favorable perception of our brands.** Maintaining and continually enhancing the value of our many iconic brands is critical to the success of our business. The value of our brands is based in large part on the degree to which consumers react and respond positively to these brands. Brand value could diminish significantly due to a number of factors, including consumer perception that we have acted in an irresponsible manner, adverse publicity about our products, our failure to maintain the quality of our products, the failure of our products to deliver consistently positive consumer experiences, concerns about food safety, or our products becoming unavailable to consumers. Consumer demand for our products may also be impacted by changes in the level of advertising or promotional support. The use of social and digital media by consumers, us, and third parties increases the speed and extent that information 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 brands and reputation. If we do not maintain the favorable perception of our brands, our business results could be negatively impacted. ### Operating Risks ### If we are not efficient in our production, our profitability could suffer as a ### result of the highly competitive environment in ### which we operate. Our future success and earnings growth depend in part on our ability to be efficient in the production and manufacture of our products in highly competitive markets. Gaining additional efficiencies may become more difficult over time. Our failure to reduce costs through productivity gains or by eliminating redundant costs resulting from acquisitions or divestitures could adversely affect our profitability and weaken our competitive position. Many productivity initiatives involve complex reorganization of manufacturing facilities and production lines. Such manufacturing realignment may result in the interruption of production, which may negatively impact product volume and margins. We periodically engage in restructuring and cost savings initiatives designed to increase our efficiency and reduce expenses. If we are unable to execute those initiatives as planned, we may not realize all or any of the anticipated benefits, which could adversely affect our business and results of operations. ### Disruption of our supply chain could adversely affect our business. Our ability to make, move, and sell products is critical to our success. Damage or disruption to raw material supplies or our manufacturing or distribution capabilities due to weather, climate change, natural disaster, fire, terrorism, cyber-attack, pandemics, war, governmental restrictions or mandates, labor shortages, strikes, import/export restrictions, or other factors could impair our ability to manufacture or sell our products. Many of our product lines are manufactured at a single location or sourced from a single supplier. The failure of third parties on which we rely, including those third parties who supply our ingredients, packaging, capital equipment and other necessary operating materials, 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 of our products. Disputes with significant suppliers, including disputes regarding pricing or performance, could adversely affect our ability to supply products to our customers and could materially and adversely affect our sales, financial condition, and results of operations. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, particularly when a product is sourced from a single location or supplier, could adversely affect our business and results of operations, as well as require additional resources to restore our supply chain. Short term or sustained increases in consumer demand at our retail customers may exceed our production capacity or otherwise strain our supply chain. Our failure to meet the demand for our products could adversely affect our business and results of operations. ### Our international operations are subject to political and economic risks. In fiscal 2024, 19 percent of our consolidated net sales 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 effects of our exposure to currency fluctuations, 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 affect our reported results of operations and financial results due to currency translation losses and currency transaction losses. **Our business operations could be disrupted if our information technology systems fail to perform adequately or are breached.** Information technology serves an important role in the efficient and effective operation of our business. We rely on information technology networks and systems, including the internet, to process, transmit, and store electronic information to 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 manage our key business processes including digital marketing, order entry and fulfillment, supply chain management, finance, administration, and other business processes. These technologies enable internal 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 provided by third parties, may be vulnerable to damage, interruption, or shutdown due to any number of causes such as catastrophic events, natural disasters, fires, power outages, systems failures, telecommunications failures, security breaches, computer viruses, hackers, employee error or malfeasance, and other causes. Increased cyber-security threats pose a potential risk to the security and viability of our information 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 transaction 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 potential acquisitions or joint ventures that would further our strategic objectives. Our success depends, in part, upon our ability to integrate acquired and existing operations. If we are unable to successfully integrate acquisitions, our financial results could suffer. Additional potential risks associated with acquisitions include additional debt leverage, the loss of key employees and customers of the acquired business, the assumption of unknown liabilities, the inherent risk associated 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 products 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 due to the costs of a recall, the destruction of product inventory, and lost sales due to the unavailability of product for a period of time. We could also suffer losses from a significant product liability judgment against us. A significant product recall or product liability case could also result in adverse publicity, damage to our reputation, and a loss of consumer confidence in our products, which could have an adverse effect on our business results and the value of our brands. ### New regulations or regulatory-based claims could adversely affect our business. Our facilities and products are subject to many laws and regulations administered by the United States Department of Agriculture, the Federal Food and Drug Administration, the Occupational Safety and Health Administration, and other federal, state, local, and foreign governmental agencies relating to the production, packaging, labelling, storage, distribution, quality, and safety of food products and the health and safety of our employees. Our failure to comply with such laws and regulations could subject us to lawsuits, administrative penalties, and civil remedies, including fines, injunctions, and recalls of our products. 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 increase our cost of doing business or restrict our actions, causing our results of operations to be adversely affected. We are subject to various federal, state, local, and foreign environmental laws and regulations. Our failure to comply with environmental laws and regulations could subject us to lawsuits, administrative penalties, and civil remedies. We are currently party to a variety of environmental remediation obligations. Due to regulatory complexities, uncertainties inherent in litigation, and the risk of unidentified contaminants on current and former properties of ours, the potential exists for remediation, liability, indemnification, and compliance costs to differ from our estimates. We cannot guarantee that our costs in relation to these matters, or compliance with environmental laws in general, will not exceed our established liabilities or otherwise have an adverse effect on our business 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 for our products. Increased frequency or severity of extreme weather could also impair our production capabilities, disrupt our supply chain, impact demand for our products, and increase our insurance and other operating costs. Increasing concern over climate change or other sustainability issues also may adversely impact demand for our products due to changes in consumer 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 climate change or other sustainability issues, including greenhouse gas emission regulations (e.g., carbon taxes), energy policies, sustainability initiatives (e.g., single-use plastic limits), and disclosure 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 resulting negative publicity could harm our reputation and adversely affect demand for our products. ### Financial and Economic Risks ### Volatility in the market value of derivatives we use to manage exposures to fluctuations in commodity prices may cause ### volatility in our gross margins and net earnings. We utilize derivatives to manage price risk for some of our principal ingredient and energy costs, including grains (oats, wheat, and corn), oils (principally soybean), dairy products, natural gas, and diesel fuel. Changes in the values of these derivatives are recorded in earnings 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 Consolidated Statements of Earnings and in unallocated corporate items outside our segment operating results until we utilize the underlying input in our manufacturing process, at which time the gains and losses are reclassified to segment operating profit. We also record our grain inventories at net realizable value. We may experience volatile earnings as a result of these accounting treatments. ### Economic downturns could limit consumer demand for our products. The willingness of consumers to purchase our products depends in part on local economic conditions. In periods of economic uncertainty, consumers may purchase more generic, private label, and other economy brands and may forego certain purchases altogether. In those circumstances, we could experience a reduction in sales of higher margin products or a shift in our product mix to lower margin offerings. In addition, as a result of economic conditions or competitive actions, we may be unable to raise our prices sufficiently to protect margins. Consumers may also reduce the amount of food that they consume away from home at customers that purchase products from our North America Foodservice segment. Any of these events could have an adverse effect on our results of operations. ### We have a substantial amount of indebtedness, which could limit financing and other options and in some cases adversely ### affect our ability to pay dividends. As of May 26, 2024, we had total debt and noncontrolling interests of $13.2 billion. The agreements under which we have issued indebtedness do not prevent us from incurring additional unsecured indebtedness in the future. Our level of indebtedness may limit our: ability to obtain additional financing for working capital, capital expenditures, or general corporate purposes, particularly if the ratings assigned to our debt securities by rating organizations were revised downward; and flexibility to adjust to changing business and market conditions and may make us more vulnerable to a downturn in general economic conditions. There are various financial covenants and other restrictions in our debt instruments and noncontrolling interests. If we fail to comply with any of these requirements, the related indebtedness, and other unrelated indebtedness, could become due and payable prior to its stated maturity and our ability to obtain additional or alternative financing may also be adversely affected. Our ability to make scheduled payments on or to refinance our debt and other obligations will depend on our operating and financial performance, which in turn is subject to prevailing economic conditions and to financial, business, and other factors 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 of the overall global capital markets could affect our access to, and the availability, terms and conditions, and cost of capital. ### Volatility in the securities markets, interest rates, and other factors could substantially increase our defined benefit ### pension, ### other postretirement benefit, and postemployment benefit costs. We sponsor a number of defined benefit plans for employees in the United States, Canada, and various foreign locations, including defined benefit pension, retiree health and welfare, severance, and other postemployment plans. Our major defined benefit pension plans are funded with trust assets invested in a globally diversified portfolio of securities and other investments. Changes in interest rates, mortality rates, health care costs, early retirement rates, investment returns, and the market value of plan assets can affect the funded status of our defined benefit plans and cause volatility in the net periodic benefit cost and future funding requirements of the plans. A significant increase in our obligations or future funding requirements could have a negative impact on our results of operations and cash flows from operations. ### A change in the assumptions regarding the future performance of our businesses or a different weighted-average cost of ### capital used to value our reporting units or our indefinite-lived intangible assets could negatively affect our consolidated ### results of operations and net worth. As of May 26, 2024, we had $21. 5 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 carrying value of the reporting unit, including goodwill, to the fair value of the reporting unit. If the fair value of the reporting unit is less than the carrying value of 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 current expectations for growth rates for sales and profits are not met, or other market factors and macroeconomic conditions were to change, then our reporting units could become significantly impaired. While we currently believe that our goodwill is not impaired, different assumptions regarding the future performance of our businesses could result in significant impairment losses. We evaluate the useful lives of our intangible assets, primarily intangible assets associated with the #### Blue Buffalo #### Pillsbury #### Totino’s #### Old El Paso #### Progresso #### Annie’s #### Nudges and #### Häagen-Dazs brands, to determine if they are finite or indefinite- lived. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, known technological advances, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required maintenance expenditures, and the expected lives of other related groups of assets. Our indefinite-lived intangible assets are also tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. Our estimate of the fair value of the brands is based on a discounted cash flow 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 indefinite-lived intangible assets could become significantly impaired. Our #### Progresso #### Nudges #### Uncle Toby’s and #### True Chews brands 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. ## Cybersecurity As filed, 3,847 characters. #### Cybersecurity Risk Management and Strategy Our enterprise risk management framework considers cybersecurity 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 manage our cybersecurity risk using various mechanisms, starting with threat intelligence, which provides us a necessary viewpoint to help us identify trends, understand how certain attacks may affect us, and prepare for evolutions in threat actor behavior that may require changes to our security posture. To drive readiness, we perform periodic adversarial testing of our cybersecurity 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 of our program and selected components. We also leverage retrospectives from previous cybersecurity 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 employees through annual security training, phishing simulations, and regular communications about timely cybersecurity topics and threats. We have a documented and well-tested cybersecurity incident response plan that guides us in responding, containing, and eradicating cybersecurity threats that have breached our preventative controls. We regularly practice technical recovery, and we maintain cybersecurity insurance. #### Cybersecurity Governance Our cybersecurity program is led by our Chief Digital and Technology Officer (CDTO) and Vice President 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 General Mills detects, responds, contains, and recovers from cybersecurity threats. The Audit Committee of our Board of Directors provides oversight for our cybersecurity program. The Audit Committee receives regular updates from management on the effectiveness of our cybersecurity program, reviews plans on how management will continually mature the program, and receives updates on special topics that help the committee provide effective oversight of the program. Our Security & Resilience Governance Committee provides oversight and governance for the company’s cybersecurity risk through quarterly meetings, monthly dashboard reporting on management-aligned program performance targets, and as-needed updates on cybersecurity incidents. This committee is composed of our Chief Financial Officer, General Counsel, Chief Human Resources Officer, Chief Supply Chain Officer, and CDTO. Like most companies, our systems are continually subjected to cybersecurity threats. Although we have not experienced a material 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 with the information in this ## Properties As filed, 2,276 characters. We own our principal executive offices and main research facilities, which are located in the 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 1 in the Asia/Middle East/Africa Region. The following is a list of the locations of our principal production facilities, which primarily support the segment noted: ### North America Retail - 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 ### International - 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 ### North America Foodservice - Chanhassen, Minnesota - Joplin, Missouri - St. Charles, Missouri - Green Bay, Wisconsin We operate numerous grain elevators in the United States in support of our domestic manufacturing activities. We also utilize approximately 17 million square feet of warehouse and distribution space, nearly all of which is leased, that primarily supports our North America 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 of our Häagen-Dazs business in our International segment 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. ## Legal proceedings As filed, 592 characters. 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 material adverse effect on our consolidated financial position or results 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. ## Management's discussion and analysis As filed, 14,206 characters. ### EXECUTIVE OVERVIEW We are a global packaged foods company. We develop distinctive value-added food products and market them under unique brand names. We work continuously to improve our core products and to create new products that meet consumers’ evolving needs and preferences. In addition, we build the equity of our brands over time with strong consumer-directed marketing, innovative new products, and effective merchandising. We believe 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 believe achieving that goal requires us to generate a consistent balance of net sales growth, margin 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 competitive advantages and win: boldly building brands, relentlessly innovating, unleashing our scale, and standing for good. We are prioritizing our core markets, global platforms, and local gem brands that have the best prospects for profitable growth and we are committed to reshaping our portfolio with strategic acquisitions and divestitures to further enhance our growth profile. In fiscal 2024, we experienced a more challenging category and competitive backdrop than we initially expected. As a result, 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 50 percent of our global priority businesses. Our fiscal 2024 performance was hindered by an uncertain macroeconomic environment, which resulted in greater-than-expected value -seeking behaviors by consumers. Our organic net sales declined 1 percent for the year, with a decrease 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 significant disruption-related costs from the supply 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 capital investment level, raise our dividend, and increase 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 net sales for fiscal 2024 decreased 1 percent to $19,857 million. On an organic basis, net sales decreased 1 percent compared to year-ago levels. Operating profit 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 fiscal 2024 performance compared to fiscal 2023 appears below in the section 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 the fiscal year ended May 28, 2023 under the 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 of the year, though full-year category dollar growth is expected to be below our long-term growth projections. We expect to 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 expect to generate HMM cost savings of roughly 4 to 5 percent of cost of goods sold, which we expect to exceed our forecast for 3 to 4 percent input cost inflation in fiscal 2025. We expect to 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 percent in constant-currency 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 fiscal 2024, net sales and organic net sales decreased 1 percent compared to fiscal 2023. Operating profit of $3,432 million essentially matched fiscal 2023, primarily driven by a net gain on divestitures in fiscal 2023, higher impairment and restructuring charges, a decrease in contributions from volume growth, and higher input costs, partially offset by favorable net price realization and mix, a favorable change in the mark-to-market valuation of certain commodity positions and grain inventories, and lower selling, general, and administrative (SG&A) expenses, including a decrease in certain compensation and benefits expenses. Operating profit margin of 17.3 percent increased 20 basis points. Adjusted operating profit of $3,603 million increased 4 percent on a constant- currency basis, primarily driven by favorable net price realization and mix and a decrease in SG&A expenses, including certain compensation and benefits expenses, partially offset by a decrease in contributions from volume growth 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: ### Fiscal 2024 ### In millions, ### except per ### share ### Fiscal 2024 vs. ### Fiscal 2023 ### Percent of Net ### Sales ### Constant- ### Currency ### Growth (a) Net sales 19,857.2 (1) Operating profit 3,431.7 Flat 17.3 Net earnings attributable to General Mills 2,496.6 (4) Diluted earnings per share 4.31 Flat Organic net sales growth rate (a) (1) Adjusted operating profit (a) 3,602.7 4 18.1 4 Adjusted diluted earnings per share (a) 4.52 5 6 (a) See the “Non-GAAP Measures” section below for our use of measures not defined by GAAP. Consolidated ### net sales were as follows: ### Fiscal 2024 ### Fiscal 2024 vs. ### Fiscal 2023 ### Fiscal 2023 Net sales (in millions) ### 19,857.2 (1) 20,094.2 Contributions from volume growth (a) (3) pts Net price realization and mix 2 pts Foreign currency exchange Flat Note: Table may not foot due to rounding (a) Measured in tons based on the stated weight of our product shipments. Net sales in fiscal 2024 decreased 1 percent compared to fiscal 2023, driven by a decrease in contributions from volume 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 Contributions from organic volume growth (a) (3) pts Organic net price realization and mix 2 pts Organic net sales growth (1) pt Foreign currency exchange Flat Acquisitions and divestitures Flat Net sales growth (1) pt Note: Table may not foot due to rounding (a) Measured in tons based on the stated weight of our product shipments. Organic net sales in fiscal 2024 decreased 1 percent compared to fiscal 2023, driven by a decrease in contributions 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 decrease due to lower volume, partially offset by an $80 million increase attributable to product rate and mix. We recorded a $39 million net decrease in cost of sales related to mark-to-market valuation of certain commodity positions and grain inventories in fiscal 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 report for additional information). In fiscal 2023, we recorded a $25 million charge related to a voluntary recall on certain international #### Häagen-Dazs ice cream products. We also recorded $18 million of restructuring charges and $2 million of restructuring initiative project-related costs in cost of sales in fiscal 2024 compared to $5 million of restructuring charges and $2 million of restructuring initiative project-related costs in cost of sales in fiscal 2023 (please see Note 4 to the Consolidated Financial Statements in Item 8 of this report for additional information). ### Gross margin increased 6 percent in fiscal 2024 compared to fiscal 2023. Gross margin as a percent of net sales of 34.9 percent increased 230 basis points compared to fiscal 2023. ### SG&A expenses decreased $241 million to $3,259 million in fiscal 2024 compared to fiscal 2023 primarily driven by a decrease in certain compensation and benefits expenses, favorable net corporate investment activity, a legal recovery, and net recoveries from the fiscal 2023 voluntary recall on certain international #### Häagen-Dazs ice cream products. SG&A expenses as a percent 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 to the 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 million 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 result, we recorded $17 million of charges in fiscal 2024. In fiscal 2023, we approved restructuring actions to enhance the efficiency of our global supply chain structure and to optimize our Häagen-Dazs shops network, and as a result, we recorded $41 million of charges in fiscal 2023. Please see Note 4 to the Consolidated Financial Statements in Item 8 of this report for additional information. ### Benefit plan non-service income totaled $76 million in fiscal 2024 compared to $89 million in fiscal 2023, primarily reflecting higher interest costs, partially offset by lower amortization of losses (please see Note 14 to the Consolidated Financial Statements in ## Market risk As filed, 42,502 characters. ### 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 cash flow has been returned to shareholders through dividends and share repurchases. We also use cash from operations to fund our capital expenditures, acquisitions, and debt service. We typically use a combination of cash, notes payable, and long-term debt, and occasionally issue shares of common stock, to finance significant acquisitions. As of May 26, 2024, we had $330 million of cash and cash equivalents held in foreign jurisdictions. In anticipation of repatriating funds from foreign jurisdictions, we record local country withholding taxes on our international earnings, 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 ### Fiscal Year ### In Millions ### 2024 ### 2023 Net earnings, including earnings attributable to redeemable and noncontrolling interests ### 2,518.6 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) Divestitures gain, net (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) Other, net ### 41.9 71.1 Net cash provided by operating activities ### 3,302.6 2,778.6 During fiscal 2024, cash provided by operations was $3,303 million compared to $2,779 million in the same period 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 capital at or below the rate of growth in our net sales. For fiscal 2024, core working capital net liability increased 16 percent, compared to a net sales increase of 1 percent. The core working capital net liability increased $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 ### Fiscal Year ### In Millions ### 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 Other, net ### 30.5 (7.6) Net cash used by investing activities ### (1,197.4) (346.4) In fiscal 2024, we used $1,197 million of cash through investing activities compared to $346 million in fiscal 2023. We invested $774 million in land, buildings, and equipment in fiscal 2024, an increase of $85 million from fiscal 2023. During fiscal 2024, we acquired a pet food business in Europe for $426 million cash, net of cash acquired. We expect 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. During fiscal 2023, we acquired TNT Crust for $252 million cash, net of cash acquired. During fiscal 2023, we completed the sale of our Helper main meals and Suddenly Salad side dishes business es for cash proceeds of $607 million. We expect capital expenditures to be approximately 3.5 percent of reported net sales in fiscal 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 ### Fiscal Year ### In Millions ### 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) Other, net ### (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 4 compared to $133 million of net debt issuances in fiscal 2023. For more information on our debt issuances and payments, please refer to Note 9 to the Consolidated Financial Statements in Item 8 of this report. During fiscal 2024, we received $26 million of net proceeds from common stock issued on exercised options compared 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: ### Fiscal Year ### 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 in the normal course of business and we believe that cash flows from operations will be adequate to meet our liquidity and capital needs for at least the next 12 months. Certain of our long-term debt agreements, our credit facilities, and our noncontrolling interests contain restrictive covenants. As of May 26, 2024, we were in compliance with all of these covenants. We have $1,614 million of 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 26, 2024, our total debt, including the impact of derivative instruments designated as hedges, was 85 percent in fixed-rate and 15 percent in floating-rate instruments, compared to 80 percent in fixed-rate and 20 percent in floating-rate instruments on May 28, 2023. The third-party holder of the General 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 to the 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 186 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 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 in the third-party holder’s capital account from its original value will be charged directly to retained earnings and will increase or decrease the net earnings 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 reported net of variable consideration and consideration payable to our customers, including trade promotion, consumer coupon redemption, and other reductions to the transaction price, including estimated allowances for returns, unsalable product, and prompt pay discounts. Trade promotions are recorded using significant judgment of estimated 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 change in estimate in a subsequent period. Our accrued trade and coupon promotion liabilities were $425 million as of May 26, 2024, and $394 million as of May 28, 2023. Because these amounts are significant, if our estimates are inaccurate we would have to make adjustments in subsequent periods that could have a significant effect on our results of operations. ### Valuation of Long-Lived Assets We estimate the useful lives of long -lived assets and make estimates concerning undiscounted cash flows to review for impairment whenever events or changes in circumstances indicate that the carrying amount of 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 indefinite-lived intangible assets are not subject to amortization and are tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. Our estimates of fair value for goodwill impairment testing are determined based on a discounted cash flow model. We use inputs from our long-range planning process to determine growth rates for sales and profits. 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 useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, known technological advances, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required maintenance expenditures, and the expected lives of other related groups of assets. Intangible assets that are deemed to have finite lives are amortized on a straight-line basis over their useful lives, generally ranging from 4 to 30 years. Our estimate of the fair value of our brand assets is based on a discounted cash flow model using inputs which include 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 goodwill and indefinite-lived intangible assets. While we currently believe that the fair value of each intangible exceeds its carrying value, and that those intangibles will contribute indefinitely to our cash flows, materially different assumptions regarding future performance of our businesses or a different weighted-average cost of capital could result 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 reporting unit was less than its book value and recorded a $117 million non-cash goodwill 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 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 26, 2024, and determined that the fair value of these brand intangible assets no longer exceeded the carrying values of the respective assets, resulting in $103 million of non-cash impairment charges. We recorded impairment charges in restructuring, impairment, and other exit costs in our Consolidated Statements of Earnings. Our estimates of the fair values were determined based on 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 value s are Level 3 assets in the fair value hierarchy. All other intangible asset fair values were substantially in excess of the carrying values, except for the #### Uncle Toby’s brand intangible asset. In addition, while having significant coverage as of our fiscal 2024 assessment date, the #### Progresso #### Nudges #### 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 changes in judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the 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 Benefit Plans 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 provide accruable benefits, primarily severance, to former and inactive employees in the United States, Canada, and Mexico. Please see Note 14 to the Consolidated Financial Statements in Item 8 of this report for a description of our defined benefit pension, other postretirement benefit, and postemployment benefit plans. We recognize benefits provided during retirement or following employment over the plan participants’ active working lives. Accordingly, we make various assumptions to predict and measure costs and obligations many years prior to the settlement of our obligations. Assumptions that require significant management judgment and have a material impact on the measurement of our net periodic benefit expense or income and accumulated benefit obligations include the long-term rates of return on plan assets, 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 investment returns (compound annual growth rates) for our United States defined benefit pension and other postretirement benefit plan assets were 0.6 percent in the 1-year period ended May 26, 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 expected long-term rate of return on assets by 100 basis points would increase our net pension and postretirement 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 value of assets and the actual return based on the market-related value of assets. Our outside actuaries perform these calculations as part of our determination of annual expense or income. ### Discount Rates We estimate the service and interest cost components of the net periodic benefit expense for our United States and most of our international defined benefit pension, other postretirement benefit, and postemployment benefit plans utilizing a full yield curve approach by applying the specific spot rates along the yield curve used to determine the benefit obligation to the relevant projected cash flows. Our discount rate assumptions are determined annually as of May 31 for our defined benefit pension, other postretirement benefit, and postemployment benefit plan obligations. 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 interest rate 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. Our weighted-average discount rates were as follows: ### Defined Benefit ### Pension Plans ### Other ### Postretirement ### Benefit Plans ### Postemployment ### Benefit Plans 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 discount rates by 100 basis points would increase our net defined benefit pension, other postretirement benefit, 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 health care cost trend rates annually. Our review is based on data we collect about our health care 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 7.3 percent for retirees under age 65 at the end of fiscal 2024. Rates are graded down annually until the ultimate trend rate of 4.5 percent is reached in 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 economic view on the rate of long-term inflation plus an appropriate health care cost premium. Assumed trend rates for health care costs have an important effect on the amounts reported for the other postretirement benefit plans. Any arising health care claims cost-related experience gain or loss is recognized in the 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 of the remaining plan participants if the plan is viewed as “all or almost all” inactive participants. ### Financial Statement Impact In fiscal 2024, we recorded net defined benefit pension, other postretirement benefit, and postemployment benefit plan income of $11 million compared to $6 million of income in fiscal 2023 and $26 million of income in fiscal 2022. As of May 26, 2024, 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 future net pension and postretirement benefit expenses because they currently exceed the corridors defined by GAAP. Actual future net defined benefit pension, other postretirement benefit, and postemployment benefit plan income or expense will depend on investment performance, changes in future discount rates, changes in health care cost trend rates, and other factors related 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 require disclosure of, among other things: material climate-related risks; activities to mitigate or adapt to such risks; governance and management of such risks; and material greenhouse gas (GHG) emissions from operations 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 and other natural conditions, subject to certain materiality thresholds. The SEC has issued a stay on the final rules due to 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 income tax disclosures. The ASU requires disclosure of specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU are effective for annual periods beginning after December 15, 2024, which for us is fiscal 2026. Early adoption is permitted and the amendments should be applied on a prospective basis. Retrospective application is permitted. We are in the process of analyzing the impact of the ASU on our related disclosures. In November 2023, the FASB issued ASU 2023-07 requiring enhanced segment disclosures. The ASU requires disclosure of significant segment expenses regularly provided to the chief operating decision maker (CODM) included within segment operating profit or loss. Additionally, the ASU requires a description of how the CODM utilizes segment operating profit or loss to assess segment performance. The requirements of the 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 required for all periods presented. We are in the process of analyzing the impact of the 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 included in this report measures of financial performance that are not defined by GAAP. We believe that these measures 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 information to 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 measures below are presented on an adjusted basis. The adjustments are either items resulting 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. Goodwill and other intangible assets impairments Non-cash goodwill and other intangible assets impairment charges related to our Latin America reporting unit and our #### Top Chews #### True Chews , and #### EPIC brand intangible assets in fiscal 2024. Please see Note 6 to the Consolidated Financial Statements in Item 8 of this report. Legal recovery Legal recovery recorded in fiscal 2024. Mark-to-market effects Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please see Note 8 to the Consolidated Financial Statements in Item 8 of this report. Restructuring charges and project-related costs Restructuring charges and project-related costs related to commercial strategy restructuring actions and previously announced restructuring actions in fiscal 2024. Restructuring charges and project-related costs for global supply chain actions, network optimization actions, and previously announced restructuring actions in fiscal 2023. Please see Note 4 to the Consolidated Financial Statements in Item 8 of this report. Product recall, net Costs related to the fiscal 2023 voluntary recall of certain international #### Häagen-Dazs ice cream products, net of recoveries. Investment activity, net Valuation 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 Transaction costs primarily related to the acquisition of a pet food business in Europe in fiscal 2024. Transaction costs primarily related to the sale of our Helper main meals and Suddenly Salad side dish business in fiscal 2023. Please see Note 3 to the Consolidated Financial Statements in Item 8 of this report. Acquisition integration costs Integration costs primarily resulting from the acquisition of TNT Crust in fiscal 2024 and fiscal 2023. Please see Note 3 to the Consolidated Financial Statements in Item 8 of this report. Divestitures gain, net Net divestitures gain primarily related to the sale of our 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 net sales growth rates for our consolidated net sales and segment net sales. 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 believe that organic net sales growth rates provide useful information to investors because they provide transparency to underlying performance in our net sales by excluding the effect that foreign currency exchange rate fluctuations, as well as acquisitions, divestitures, and a 53 rd week, when applicable, have on year-to-year 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 believe that this measure provides useful information to investors because it is the operating profit measure we use to evaluate operating profit performance on a comparable year-to-year basis. Additionally, the measure is evaluated on a constant-currency basis by excluding the effect that foreign currency exchange rate fluctuations 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 as follows: ### Fiscal Year ### 2024 ### 2023 ### Change Operating profit as reported ### 3,431.7 3,433.8 Flat Goodwill and other intangible assets impairments ### 220.2 Legal recovery ### (53.2) Mark-to-market effects ### (39.1) 291.9 Restructuring charges ### 38.8 61.0 Product recall, net ### (30.3) 22.5 Investment activity, net ### 18.5 84.0 Transaction costs ### 14.0 0.4 Project-related costs ### 2.0 2.4 Acquisition integration costs ### 0.2 5.9 Divestitures gain, net (444.6) Adjusted operating profit ### 3,602.7 3,457.3 4 Foreign currency exchange impact Flat Adjusted operating profit growth, on a constant-currency basis 4 Note: Table may not foot due to rounding. 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 believe that this measure provides useful information to 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: ### Fiscal Year ### Per Share Data ### 2024 ### 2023 ### Change Diluted earnings per share, as reported ### 4.31 4.31 Flat Goodwill and other intangible assets impairments ### 0.28 Legal recovery ### (0.07) Mark-to-market effects ### (0.05) 0.37 Restructuring charges ### 0.05 0.08 Product recall, net ### (0.04) 0.03 Investment activity, net ### 0.02 0.11 Transaction costs ### 0.02 Acquisition integration costs 0.01 Divestitures gain, net (0.62) Adjusted diluted earnings per share ### 4.52 4.30 5 Foreign currency exchange impact Flat Adjusted diluted earnings per share growth, on a constant-currency basis 6 Note: Table may not foot due to 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. ### Free Cash Flow Conversion Rate We believe this measure provides useful information to investors because it is important for assessing our efficiency in converting earnings to cash and returning cash to shareholders. The calculation of free cash flow conversion rate and net cash provided by operating activities conversion rate, its equivalent GAAP measure, follows: ### In Millions ### Fiscal 2024 Net earnings, including earnings attributable to redeemable and noncontrolling interests, as reported ### 2,518.6 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: ### Fiscal Year ### Percent of Net Sales ### 2024 ### 2023 Operating profit as reported ### 3,431.7 ### 17.3 3,433.8 17.1 Goodwill and other intangible assets impairments ### 220.2 ### 1.1 Legal recovery ### (53.2) ### (0.3) Mark-to-market effects ### (39.1) ### (0.2) 291.9 1.5 Restructuring charges ### 38.8 ### 0.2 61.0 0.3 Product recall, net ### (30.3) ### (0.2) 22.5 0.1 Investment activity, net ### 18.5 ### 0.1 84.0 0.4 Transaction costs ### 14.0 ### 0.1 0.4 Project-related costs ### 2.0 2.4 Acquisition integration costs ### 0.2 5.9 Divestitures gain, net (444.6) (2.2) Adjusted operating profit ### 3,602.7 ### 18.1 3,457.3 17.2 Note: Table may not foot due to rounding. For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above. ### Adjusted Effective Income Tax Rates We believe this measure provides useful information to investors because it presents the adjusted effective income tax rate on a comparable year-to-year basis. Adjusted effective income tax rates are calculated as follows: ### Fiscal Year Ended ### 2024 ### 2023 ### In Millions ### (Except Per Share Data) ### Pretax ### Earnings (a) ### Income ### Taxes ### Pretax ### Earnings (a) ### Income ### Taxes As reported ### 3,028.3 ### 594.5 3,140.5 612.2 Goodwill and other intangible assets impairments ### 220.2 ### 58.4 Legal recovery ### (53.2) ### (12.9) Mark-to-market effects ### (39.1) ### (9.0) 291.9 67.1 Restructuring charges ### 38.8 ### 10.4 61.0 12.6 Product recall, net ### (30.3) ### (7.0) 22.5 5.2 Investment activity, net ### 18.5 ### 5.9 84.0 18.0 Transaction costs ### 14.0 ### 2.1 0.4 0.2 Project-related costs ### 2.0 ### 0.7 2.4 0.8 Acquisition integration costs ### 0.2 ### 0.1 5.9 1.3 Divestitures gain, net (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) Note: Table may not foot due to rounding. (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 believe that this measure provides useful information to investors because it provides transparency to underlying performance of our joint ventures by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year 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: ### Fiscal 2024 Percentage change in after-tax earnings from joint ventures as reported ### 4 Impact of foreign currency exchange ### (10) ### pts Percentage change in after-tax earnings from joint ventures on a constant-currency basis ### 14 Note: Table may not foot due to rounding. ### Net Sales Growth Rate for Canada Operating Unit on a Constant-currency Basis We believe this measure of our Canada operating unit net sales provides useful information to investors because it provides transparency to the underlying performance for the Canada operating unit within our North America Retail segment by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given volatility in foreign currency exchange markets. Net sales growth rate for our Canada operating unit on a constant-currency basis is calculated as follows: ### Fiscal 2024 Percentage change in net sales as reported ### 5 Impact of foreign currency exchange ### (1) ### pt Percentage change in net sales on a constant-currency basis ### 6 Note: Table may not foot due to rounding. ### Constant-currency Segment Operating Profit Growth Rates We believe that this measure provides useful information to investors because it provides transparency to underlying performance of our segments by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given volatility in foreign currency exchange markets. Our segments’ operating profit growth rates on a constant-currency basis are calculated as follows: ### Fiscal 2024 ### Percentage Change ### in Operating Profit ### as Reported ### Impact of Foreign ### Currency Exchange ### Percentage Change ### in Operating Profit ### on Constant- ### Currency Basis North America Retail (3) Flat (3) International (23) (3) pts (20) Pet 9 Flat 9 North America Foodservice 9 Flat 9 Note: Table may not foot due to rounding. ### 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 mark-to-market effects. We are not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures 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 prices or the timing or impact of acquisitions, divestitures, and restructuring actions throughout fiscal 2025. The unavailable information could have a significant impact on our fiscal 2025 GAAP financial results. For fiscal 2025, we currently expect: foreign currency exchange rates (based on a blend of forward and forecasted rates and hedge positions) and acquisitions and divestitures completed prior to fiscal 2025 will have no material impact to net sales growth and restructuring charges to be immaterial. ## Controls and procedures As filed, 2,872 characters. We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined 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 reports that we file or submit under the 1934 Act is (1) recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure. There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the 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 management of General Mills, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the 1934 Act. The Company’s internal control system was designed to provide reasonable assurance to our management and the Board of Directors regarding the preparation and fair presentation of published financial statements. Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of May 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) , management concluded that our internal control over financial reporting was effective as of May 26, 2024. KPMG LLP, our independent registered public accounting firm, has issued a report on the effectiveness of the Company’s internal control over financial reporting. /s/ J. L. Harmening /s/ K. A. Bruce J. L. Harmening K. A. Bruce Chief Executive Officer Chief Financial Officer June 26, 2024 Our independent registered public accounting firm’s attestation report on our internal control over financial reporting is included in the “Report of Independent Registered Public Accounting Firm” in Item 8 of this report. Filed Jun 26, 2024. Source: SEC EDGAR, the filing index for accession 0001193125-24-168943. Last ingested by Listed: Nov 3, 2026, 23:01 ET. No prices; not investment advice.