What changed in General Mills's 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of General Mills's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+435 added−439 removedSource: 10-K (2025-06-26) vs 10-K (2024-06-26)
Top changes in General Mills's 2025 10-K
435 paragraphs added · 439 removed · 369 edited across 1 sections
- Item 1C. Cybersecurity+435 / −439 · 369 edited
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
369 edited+66 added−70 removed204 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
369 edited+66 added−70 removed204 unchanged
2024 filing
2025 filing
Biggest changeIn Millions May 26, 2024 May 28, 2023 Prepaid expenses and other current assets: Prepaid expenses $ 266.1 $ 244.4 Other receivables 221.6 285.7 Derivative receivables 20.8 45.1 Grain contracts 7.9 2.3 Marketable investments - 117.2 Miscellaneous 52.1 41.0 Total $ 568.5 $ 735.7 In Millions May 26, 2024 May 28, 2023 Land, buildings, and equipment: Equipment $ 6,985.6 $ 6,672.2 Buildings 2,640.2 2,569.3 Construction in progress 899.9 746.7 Capitalized software 506.8 514.8 Land 57.3 56.5 Equipment under finance lease 10.3 9.8 Buildings under finance lease 0.3 0.3 Total land, buildings, and equipment 11,100.4 10,569.6 Less accumulated depreciation (7,236.5) (6,933.4) Total $ 3,863.9 $ 3,636.2 In Millions May 26, 2024 May 28, 2023 Other assets: Investments in and advances to joint ventures $ 397.9 $ 462.0 Right of use operating lease assets 366.1 340.0 Deferred income taxes 167.5 - Pension assets 89.1 51.8 Life insurance 15.1 15.8 Miscellaneous 258.8 290.7 Total $ 1,294.5 $ 1,160.3 84 In Millions May 26, 2024 May 28, 2023 Other current liabilities: Accrued trade and consumer promotions $ 502.3 $ 454.3 Accrued payroll 304.7 426.6 Current portion of operating lease liabilities 102.2 101.9 Accrued interest, including interest rate swaps 88.1 83.1 Accrued taxes 82.1 80.9 Dividends payable 20.9 23.1 Derivative payables 20.6 34.0 Restructuring and other exit costs reserve 14.8 47.7 Grain contracts 6.5 11.8 Miscellaneous 277.2 337.3 Total $ 1,419.4 $ 1,600.7 In Millions May 26, 2024 May 28, 2023 Other non-current liabilities: Accrued compensation and benefits, including obligations for underfunded other postretirement benefit and postemployment benefit plans $ 708.6 $ 509.6 Non-current portion of operating lease liabilities 282.8 257.0 Accrued taxes 186.8 245.1 Miscellaneous 105.3 128.3 Total $ 1,283.5 $ 1,140.0 Certain Consolidated Statements of Earnings amounts are as follows: Fiscal Year In Millions 2024 2023 2022 Depreciation and amortization $ 552.7 $ 546.6 $ 570.3 Research and development expense 257.8 257.6 243.1 Advertising and media expense (including production and communication costs) 824.6 810.0 690.1 The components of interest, net are as follows: Fiscal Year In Millions 2024 2023 2022 Interest expense $ 509.4 $ 400.5 $ 387.2 Capitalized interest (11.4) (4.4) (3.8) Interest income (18.8) (14.0) (3.8) Interest, net $ 479.2 $ 382.1 $ 379.6 Certain Consolidated Statements of Cash Flows amounts are as follows: Fiscal Year In Millions 2024 2023 2022 Cash interest payments $ 464.4 $ 337.1 $ 357.8 Cash paid for income taxes 660.5 682.6 545.3 85 NOTE 19.
Biggest changeIn Millions May 25, 2025 May 26, 2024 Prepaid expenses and other current assets: Prepaid expenses $ 269.0 $ 266.1 Other receivables 141.2 221.6 Derivative receivables 11.6 20.8 Miscellaneous 42.9 60.0 Total $ 464.7 $ 568.5 In Millions May 25, 2025 May 26, 2024 Land, buildings, and equipment: Equipment $ 6,722.2 $ 6,985.6 Buildings 2,535.8 2,640.2 Construction in progress 598.1 899.9 Capitalized software 531.6 506.8 Land 50.4 57.3 Equipment under finance lease 7.3 10.3 Buildings under finance lease 0.3 0.3 Total land, buildings, and equipment 10,445.7 11,100.4 Less accumulated depreciation (6,813.1) (7,236.5) Total $ 3,632.6 $ 3,863.9 In Millions May 25, 2025 May 26, 2024 Other assets: Investments in and advances to joint ventures $ 431.9 $ 397.9 Right of use operating lease assets 399.1 366.1 Deferred income taxes 186.1 167.5 Pension assets 144.7 89.1 Miscellaneous 297.2 273.9 Total $ 1,459.0 $ 1,294.5 86 In Millions May 25, 2025 May 26, 2024 Other current liabilities: Accrued trade and consumer promotions $ 527.2 $ 502.3 Accrued payroll 311.7 304.7 Accrued interest, including interest rate swaps 148.9 88.1 Current portion of operating lease liabilities 115.3 102.2 Accrued taxes 102.1 82.1 Restructuring, transformation, and other exit costs reserve 77.1 14.8 Derivative payables 31.5 20.6 Dividends payable 22.9 20.9 Miscellaneous 287.3 283.7 Total $ 1,624.0 $ 1,419.4 In Millions May 25, 2025 May 26, 2024 Other non-current liabilities: Accrued compensation and benefits, including obligations for underfunded other postretirement benefit and postemployment benefit plans $ 642.5 $ 708.6 Non-current portion of operating lease liabilities 302.8 282.8 Accrued taxes 215.9 186.8 Miscellaneous 67.4 105.3 Total $ 1,228.6 $ 1,283.5 Please see Note 3 for additional information on certain assets and liabilities classified as held for sale as of May 25, 2025.
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.
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 North America Pet segments.
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.
In December 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.
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.
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.
Please see Note 6 for additional information. In fiscal 2024, we recorded $ 103.1 million of non-cash impairment charges related to our Top Chews , True Chews , and EPIC brand intangible assets. Please see Note 6 for additional information.
In fiscal 2024, we recorded $ 103.1 million of non-cash impairment charges related to our Top Chews , True Chews , and EPIC brand intangible assets. Please see Note 6 for additional information.
(b) Loss (gain) reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for foreign exchange contracts. (c) Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.
(b) Gain reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for foreign exchange contracts. (c) Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.
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 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.
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.
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.
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.
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.
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.
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.
These include gains and losses arising from the revaluation of certain grain inventories and gains and losses from mark-to-market valuation of certain commodity positions until passed back to our operating segments. These items affecting operating profit are centrally managed at the corporate level and are excluded from the measure of segment profitability reviewed by executive management.
These include gains and losses arising from the revaluation of certain grain inventories and gains and losses from mark-to-market valuation of certain commodity positions until passed back to our operating segments. These items affecting operating profit are centrally managed at the corporate level and are excluded from the measure of segment profitability reviewed by executive management.
Accounting for qualifying hedges that allows changes in a hedging instrument’s fair value to offset corresponding changes in the hedged item in the same reporting period . Hedge accounting is permitted for certain hedging instruments and hedged items only if the hedging relationship is highly effective, and only prospectively from the date a hedging relationship is formally documented.
Hedge accounting. Accounting for qualifying hedges that allows changes in a hedging instrument’s fair value to offset corresponding changes in the hedged item in the same reporting period . Hedge accounting is permitted for certain hedging instruments and hedged items only if the hedging relationship is highly effective, and only prospectively from the date a hedging relationship is formally documented.
At completion (or as each major stage is completed in the case of multi-year programs), the project begins to deliver cash savings and/or reduced depreciation. These activities result in various restructuring costs, including asset write-offs, exit charges including severance, contract termination fees, and decommissioning and other costs.
At completion (or as each major stage is completed in the case of multi-year programs), the project begins to deliver cash savings and/or reduced depreciation. These activities result in various restructuring and transformation costs, including asset write-offs, exit charges including severance, contract termination fees, and decommissioning and other costs.
Investments include: United States and international public equity securities, mutual funds, and equity futures valued at closing prices from national exchanges, commingled funds valued at fair value using the unit values provided by the investment managers, and certain private equity securities valued using a matrix of pricing inputs reflecting assumptions based on the best information available.
Investments include: United States and international public equity securities, and equity futures valued at closing prices from national exchanges, commingled funds valued at fair value using the unit values provided by the investment managers, and certain private equity securities valued using a matrix of pricing inputs reflecting assumptions based on the best information available.
(incorporated herein by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 2000). 10.28 + Addendum No. 4, effective as August 1, 1998, and Addendum No. 5, effective as April 1, 2000, to the Protocol of Cereal Partners Worldwide between the Company and Nestle S.A.
(incorporated herein by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 2000). 10.27 + Addendum No. 4, effective as August 1, 1998, and Addendum No. 5, effective as April 1, 2000, to the Protocol of Cereal Partners Worldwide between the Company and Nestle S.A.
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.
For more information on income taxes, please see Note 15 to the Consolidated Financial Statements in Item 8 of this report. 29 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.
Accelerated depreciation associated with restructured assets, as used in the context of our disclosures regarding restructuring activity, refers to the increase in depreciation expense caused by shortening the useful life or updating the salvage value of depreciable fixed assets to coincide with the end of production under an approved restructuring plan.
Accelerated depreciation associated with restructured assets, as used in the context of our disclosures regarding restructuring activity, refers to the increase in depreciation expense caused by shortening the useful life or updating the salvage value of depreciable fixed assets to coincide with the end of production under an approved project plan.
Pallot Title: Vice President, Chief Accounting Officer 95 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Jeffrey L Harmening Jeffrey L.
Pallot Title: Vice President, Chief Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Jeffrey L Harmening Jeffrey L.
(incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2011). 10.16 * Form of Performance Share Unit Award Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 27, 2023). 10.17 * Form of Stock Option Agreement (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 27, 2023). 10.18 * Form of Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 27, 2023). 10.19 * Deferred Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 26, 2017). 10.20 * 2017 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 26, 2017). 10.21 * Supplemental Retirement Plan I (Grandfathered) (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). 10.22 * Supplemental Retirement Plan I (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). 10.23 * 2022 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 30, 2022). 10.24 Agreements, dated November 29, 1989, by and between the Company and Nestle S.A.
(incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2011). 10.15 * Form of Performance Share Unit Award Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 27, 2023). 10.16 * Form of Stock Option Agreement (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 27, 2023). 10.17 * Form of Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 27, 2023). 10.18 * Deferred Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 26, 2017). 10.19 * 2017 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 26, 2017). 10.20 * Supplemental Retirement Plan I (Grandfathered) (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). 10.21 * Supplemental Retirement Plan I (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). 10.22 * 2022 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 30, 2022). 10.23 Agreements, dated November 29, 1989, by and between the Company and Nestle S.A.
Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those currently anticipated or projected. We wish to caution you not to place undue reliance on any such forward-looking statements.
Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those currently anticipated or projected. We caution you not to place undue reliance on any such forward-looking statements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 41 Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 42 Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
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 48 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.
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 49 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.
We involved professionals with specialized skills and knowledge, who assisted in the evaluation of the Company’s discount rates by comparing them against rate ranges that were independently developed using publicly available market data for comparable entities and the royalty rates by evaluating the methods, assumptions and market data used to estimate the royalty rates. /s/ KPMG LLP We have served as the Company’s auditor since 1928.
We involved professionals with specialized skills and knowledge, who assisted in the evaluation of certain of the Company’s assumptions including discount rate, by comparing them against rate ranges that were independently developed using publicly available market data for comparable entities and the royalty rates, by evaluating the methods, assumptions and market data used to estimate the royalty rates. /s/ KPMG LLP We have served as the Company’s auditor since 1928.
We also may make written or oral forward-looking statements, including statements contained in our filings with the SEC and in our reports to shareholders. The words or phrases “will likely result,” “are expected to,” “may continue,” “is anticipated,” “estimate,” “plan,” “project,” or similar expressions identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
We also may make written or oral forward-looking statements, including statements contained in our filings with the SEC and in our reports to stockholders. The words or phrases “will likely result,” “are expected to,” “may continue,” “is anticipated,” “estimate,” “plan,” “project,” or similar expressions identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
Our market risk management practices are discussed in Item 7A of this report. LIQUIDITY AND CAPITAL RESOURCES The primary source of our liquidity is cash flow from operations. Over the most recent two-year period, our operations have generated $6.1 billion in cash. A substantial portion of this operating cash flow has been returned to shareholders through dividends and share repurchases.
Our market risk management practices are discussed in Item 7A of this report. LIQUIDITY AND CAPITAL RESOURCES The primary source of our liquidity is cash flow from operations. Over the most recent two-year period, our operations have generated $6.2 billion in cash. A substantial portion of this operating cash flow has been returned to shareholders through dividends and share repurchases.
Bank National Association (incorporated herein by reference to Exhibit 4.2 to Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009). 4.3 Description of the Company’s registered securities. 10.1 * 2001 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). 10.2 * 2006 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). 10.3 * 2011 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2015). 10.4 * 2011 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2011). 10.5 * 2016 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2016). 10.6 * Executive Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 28, 2010). 10.7 * Separation Pay and Benefits Program for Officers (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 23, 2020). 10.8 * Supplemental Savings Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). 10.9 * Supplemental Retirement Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). 10.10 * 2005 Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). 10.11 * Deferred Compensation Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009). 10.12 * 2005 Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). 10.13 * Executive Survivor Income Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 29, 2005). 92 10.14 * Supplemental Benefits Trust Agreement, amended and restated as of September 26, 1988, between the Company and Norwest Bank Minnesota, N.A.
Bank National Association (incorporated herein by reference to Exhibit 4.2 to Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009). 4.3 Description of the Company’s registered securities. 10.1 * 2001 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). 10.2 * 2006 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). 10.3 * 2011 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2015). 10.4 * 2011 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2011). 10.5 * 2016 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2016). 10.6 * Executive Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 28, 2010). 10.7 * Separation Pay and Benefits Program for Officers (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 23, 2020). 93 10.8 * Supplemental Savings Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). 10.9 * Supplemental Retirement Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). 10.10 * 2005 Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). 10.11 * Deferred Compensation Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009). 10.12 * 2005 Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). 10.13 * Supplemental Benefits Trust Agreement, amended and restated as of September 26, 1988, between the Company and Norwest Bank Minnesota, N.A.
We do not expect the resolution of the proposed adjustment to have a material impact on our financial position or liquidity. We have effectively settled all issues with the IRS for fiscal years 2015 and prior. The Brazilian tax authority, Secretaria da Receita Federal do Brasil (RFB), has concluded audits of our 2012 through 2018 tax return years.
We do not expect the resolution of the proposed adjustment to have a material impact on our financial position or liquidity. We have effectively settled all issues with the IRS for fiscal years 2015 and prior. The Brazilian tax authority, Secretaria da Receita Federal do Brasil (RFB), has concluded audits of our 2012 through 2020 tax return years.
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. 33 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.
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. 34 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.
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. 34 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.
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. 35 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.
PART III ITEM 10 - Directors, Executive Officers and Corporate Governance The information contained in the sections entitled “Proposal Number 1 - Election of Directors,” “Shareholder Director Nominations,” and “Delinquent Section 16(a) Reports” contained in our definitive Proxy Statement for our 2024 Annual Meeting of Shareholders is incorporated herein by reference.
PART III ITEM 10 - Directors, Executive Officers and Corporate Governance The information contained in the sections entitled “Proposal Number 1 - Election of Directors,” “Shareholder Director Nominations,” and “Delinquent Section 16(a) Reports” contained in our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders is incorporated herein by reference.
(incorporated herein by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 2000). 10.25 Protocol of Cereal Partners Worldwide, dated November 21, 1989, and Addendum No. 1 to Protocol, dated February 9, 1990, between the Company and Nestle S.A.
(incorporated herein by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 2000). 10.24 Protocol of Cereal Partners Worldwide, dated November 21, 1989, and Addendum No. 1 to Protocol, dated February 9, 1990, between the Company and Nestle S.A.
The Board did not specify an expiration date for the authorization. 16 ITEM 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations EXECUTIVE OVERVIEW We are a global packaged foods company. We develop distinctive value-added food products and market them under unique brand names.
The Board did not specify an expiration date for the authorization. 17 ITEM 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations EXECUTIVE OVERVIEW We are a global packaged foods company. We develop distinctive value-added food products and market them under unique brand names.
We undertake no obligation to publicly revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events. 39 ITEM 8 - Financial Statements and Supplementary Data REPORT OF MANAGEMENT RESPONSIBILITIES The management of General Mills, Inc. is responsible for the fairness and accuracy of the consolidated financial statements.
We undertake no obligation to publicly revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events. 40 ITEM 8 - Financial Statements and Supplementary Data REPORT OF MANAGEMENT RESPONSIBILITIES The management of General Mills, Inc. is responsible for the fairness and accuracy of the consolidated financial statements.
The Audit Committee reviewed and approved the Company’s annual financial statements. The Audit Committee recommended, and the Board of Directors approved, that the consolidated financial statements be included in the Annual Report. The Audit Committee also appointed KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal 2025. /s/ J. L. Harmening /s/ K. A.
The Audit Committee reviewed and approved the Company’s annual financial statements. The Audit Committee recommended, and the Board of Directors approved, that the consolidated financial statements be included in the Annual Report. The Audit Committee also appointed KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal 2026. /s/ J. L. Harmening /s/ K. A.
Contributions and Future Benefit Payments We do no t expect to be required to make contributions to our defined benefit pension, other postretirement benefit, and postemployment benefit plans in fiscal 2025. Actual fiscal 2025 contributions could exceed our current projections, as influenced by our decision to undertake discretionary funding of our benefit trusts and future changes in regulatory requirements.
Contributions and Future Benefit Payments We do no t expect to be required to make contributions to our defined benefit pension, other postretirement benefit, and postemployment benefit plans in fiscal 2026. Actual fiscal 2026 contributions could exceed our current projections, as influenced by our decision to undertake discretionary funding of our benefit trusts and future changes in regulatory requirements.
ITEM 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information contained in the section entitled “Ownership of General Mills Common Stock by Directors, Officers and Certain Beneficial Owners” in our definitive Proxy Statement for our 2024 Annual Meeting of Shareholders is incorporated herein by reference.
ITEM 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information contained in the section entitled “Ownership of General Mills Common Stock by Directors, Officers and Certain Beneficial Owners” in our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders is incorporated herein by reference.
(incorporated herein by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009). 10.29 Addendum No. 10 to the Protocol of Cereal Partners Worldwide, effective January 1, 2010, among the Company, Nestle S.A., and CPW S.A.
(incorporated herein by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009). 10.28 Addendum No. 10 to the Protocol of Cereal Partners Worldwide, effective January 1, 2010, among the Company, Nestle S.A., and CPW S.A.
We recognize an obligation for any of these benefits that vest or accumulate with service. 50 Postemployment benefits that do not vest or accumulate with service (such as severance based solely on annual pay rather than years of service) are charged to expense when incurred. Our postemployment benefit plans are unfunded.
We recognize an obligation for any of these benefits that vest or accumulate with service. 51 Postemployment benefits that do not vest or accumulate with service (such as severance based solely on annual pay rather than years of service) are charged to expense when incurred. Our postemployment benefit plans are unfunded.
(incorporated herein by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2001). 10.26 Addendum No. 2 to the Protocol of Cereal Partners Worldwide, dated March 16, 1993, between the Company and Nestle S.A.
(incorporated herein by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2001). 10.25 Addendum No. 2 to the Protocol of Cereal Partners Worldwide, dated March 16, 1993, between the Company and Nestle S.A.
The IRA did not have a material impact on our financial results, including our annual estimated effective tax rates and liquidity.
The IRA did not have a material impact on our financial results, including our annual effective tax rates and liquidity.
(incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2011). 10.15 * Supplemental Benefits Trust Agreement, dated September 26, 1988, between the Company and Norwest Bank Minnesota, N.A.
(incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2011). 10.14 * Supplemental Benefits Trust Agreement, dated September 26, 1988, between the Company and Norwest Bank Minnesota, N.A.
We generally do not allow a right of return. 49 However, on a limited case-by-case basis with prior approval, we may allow customers to return product. In limited circumstances, product returned in saleable condition is resold to other customers or outlets. Receivables from customers generally do not bear interest.
We generally do not allow a right of return. 50 However, on a limited case-by-case basis with prior approval, we may allow customers to return product. In limited circumstances, product returned in saleable condition is resold to other customers or outlets. Receivables from customers generally do not bear interest.
During the first quarter of fiscal 2023, we completed the sale of our Helper main meals and Suddenly Salad side dishes business to Eagle Family Foods Group for $ 606.8 million and recorded a pre-tax gain of $ 442.2 million.
During the first quarter of fiscal 2023, we completed the sale of our Helper main meals and Suddenly Salad side dishes business to Eagle Family Foods Group for $ 606.8 million and recorded a pre-tax gain of $ 442.2 million. NOTE 4.
ITEM 13 - Certain Relationships and Related Transactions, and Director Independence The information set forth in the section entitled “Board Independence and Related Person Transactions” contained in our definitive Proxy Statement for our 2024 Annual Meeting of Shareholders is incorporated herein by reference.
ITEM 13 - Certain Relationships and Related Transactions, and Director Independence The information set forth in the section entitled “Board Independence and Related Person Transactions” contained in our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders is incorporated herein by reference.
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.
Rates are graded down annually until the ultimate trend rate of 4.5 percent is reached in 2034 for all retirees. The trend rates are applicable for calculations only if the retirees’ benefits increase as a result of health care inflation.
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.
Rates are graded down annually until the ultimate trend rate of 4.5 percent is reached in 2034 for all retirees. The trend rates are applicable for calculations only if the retirees’ benefits increase as a result of health care inflation.
During fiscal 2024, the initial public offering of certain equity securities previously priced using non-observable inputs resulted in the transfer of $ 34.3 million out of level 3 investments. There were no transfers into or out of level 3 investments in fiscal 2023.
During fiscal 2024, the initial public offering of certain equity securities previously priced using non-observable inputs resulted in the transfer of $ 34.3 million out of level 3 investments. There were no transfers into level 3 investments in fiscal 2024.
PET SEGMENT Our Pet operating segment includes pet food products sold primarily in the United States and Canada in national pet superstore chains, e-commerce retailers, grocery stores, regional pet store chains, mass merchandisers, and veterinary clinics and hospitals.
NORTH AMERICA PET SEGMENT Our North America Pet operating segment includes pet food products sold primarily in the United States and Canada in national pet superstore chains, e-commerce retailers, grocery stores, regional pet store chains, mass merchandisers, and veterinary clinics and hospitals.
Our Pet operating segment includes pet food products sold primarily in the United States and Canada in national pet superstore chains, e-commerce retailers, grocery stores, regional pet store chains, mass merchandisers, and veterinary clinics and hospitals.
Our North America Pet operating segment includes pet food products sold primarily in the United States and Canada in national pet superstore chains, e-commerce retailers, grocery stores, regional pet store chains, mass merchandisers, and veterinary clinics and hospitals.
Our future results could be affected by a variety of factors, such as: disruptions or inefficiencies in the supply chain; competitive dynamics in the consumer foods industry and the markets for our products, including new product introductions, advertising activities, pricing actions, and promotional activities of our competitors; economic conditions, including changes in inflation rates, interest rates, tax rates, or the availability of capital; product development and innovation; consumer acceptance of new products and product improvements; consumer reaction to pricing actions and changes in promotion levels; acquisitions or dispositions of businesses or assets; changes in capital structure; changes in the legal and regulatory environment, including tax legislation, labeling and advertising regulations, and litigation; impairments in the carrying value of goodwill, other intangible assets, or other long -lived assets, or changes in the useful lives of other intangible assets; changes in accounting standards and the impact of significant accounting estimates; product quality and safety issues, including recalls and product liability; changes in consumer demand for our products; effectiveness of advertising, marketing, and promotional programs; changes in consumer behavior, trends, and preferences, including weight loss trends; consumer perception of health-related issues, including obesity; consolidation in the retail environment; changes in purchasing and inventory levels of significant customers; fluctuations in the cost and availability of supply chain resources, including raw materials, packaging, energy, and transportation; effectiveness of restructuring and cost saving initiatives; volatility in the market value of derivatives used to manage price risk for certain commodities; benefit plan expenses due to changes in plan asset values and discount rates used to determine plan liabilities; failure or breach of our information technology systems; foreign economic conditions, including currency rate fluctuations; and political unrest in foreign markets and economic uncertainty due to terrorism or war.
Our future results could be affected by a variety of factors, such as: imposed and threatened tariffs by the United States and its trading partners; disruptions or inefficiencies in the supply chain; competitive dynamics in the consumer foods industry and the markets for our products, including new product introductions, advertising activities, pricing actions, and promotional activities of our competitors; economic conditions, including changes in inflation rates, interest rates, tax rates, tariffs, or the availability of capital; product development and innovation; consumer acceptance of new products and product improvements; consumer reaction to pricing actions and changes in promotion levels; acquisitions or dispositions of businesses or assets; changes in capital structure; changes in the legal and regulatory environment, including tax legislation, labeling and advertising regulations, and litigation; impairments in the carrying value of goodwill, other intangible assets, or other long -lived assets, or changes in the useful lives of other intangible assets; changes in accounting standards and the impact of critical accounting estimates; product quality and safety issues, including recalls and product liability; changes in consumer demand for our products; effectiveness of advertising, marketing, and promotional programs; changes in consumer behavior, trends, and preferences, including weight loss trends; consumer perception of health-related issues, including obesity; consolidation in the retail environment; changes in purchasing and inventory levels of significant customers; fluctuations in the cost and availability of supply chain resources, including raw materials, packaging, energy, and transportation; effectiveness of restructuring, transformation, and cost saving initiatives; volatility in the market value of derivatives used to manage price risk for certain commodities; benefit plan expenses due to changes in plan asset values and discount rates used to determine plan liabilities; failure or breach of our information technology systems; foreign economic conditions, including currency rate fluctuations; and political unrest in foreign markets and economic uncertainty due to terrorism or war.
Fiscal 2023 General Mills Noncontrolling Interests In Millions Pretax Tax Net Net Net earnings, including earnings attributable to noncontrolling interests $ 2,593.9 $ 15.7 Other comprehensive (loss) income: Foreign currency translation $ (110.2) $ (0.3) (110.5) (0.3) Net actuarial loss (295.5) 67.5 (228.0) - Other fair value changes: Hedge derivatives 3.8 (2.5) 1.3 - Reclassification to earnings: Foreign currency translation (a) (7.4) - (7.4) - Hedge derivatives (b) (24.7) 6.0 (18.7) - Amortization of losses and prior service costs (c) 72.9 (16.0) 56.9 - Other comprehensive loss (361.1) 54.7 (306.4) (0.3) Total comprehensive income $ 2,287.5 $ 15.4 (a) Gain reclassified from AOCI into earnings is reported in the divestitures gain.
(b) Loss reclassified from AOCI into earnings is reported in benefit plan non-service income. 69 Fiscal 2023 General Mills Noncontrolling Interests In Millions Pretax Tax Net Net Net earnings, including earnings attributable to noncontrolling interests $ 2,593.9 $ 15.7 Other comprehensive (loss) income: Foreign currency translation $ (110.2) $ (0.3) (110.5) (0.3) Net actuarial loss (295.5) 67.5 (228.0) - Other fair value changes: Hedge derivatives 3.8 (2.5) 1.3 - Reclassification to earnings: Foreign currency translation (a) (7.4) - (7.4) - Hedge derivatives (b) (24.7) 6.0 (18.7) - Amortization of losses and prior service costs (c) 72.9 (16.0) 56.9 - Other comprehensive loss $ (361.1) $ 54.7 (306.4) (0.3) Total comprehensive income $ 2,287.5 $ 15.4 (a) Gain reclassified from AOCI into earnings is reported in divestitures gain, net.
(incorporated herein by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 30, 2004). 10.27 Addendum No. 3 to the Protocol of Cereal Partners Worldwide, effective as of March 15, 1993, between the Company and Nestle S.A.
(incorporated herein by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 30, 2004). 94 10.26 Addendum No. 3 to the Protocol of Cereal Partners Worldwide, effective as of March 15, 1993, between the Company and Nestle S.A.
ITEM 14 - Principal Accountant Fees and Services The information contained in the section entitled “Independent Registered Public Accounting Firm Fees” in our definitive Proxy Statement for our 2024 Annual Meeting of Shareholders is incorporated herein by reference. 90 PART IV ITEM 15 – Exhibits and Financial Statement Schedules 1.
ITEM 14 - Principal Accountant Fees and Services The information contained in the section entitled “Independent Registered Public Accounting Firm Fees” in our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders is incorporated herein by reference. PART IV ITEM 15 – Exhibits and Financial Statement Schedules 1.
Windfall tax benefits from stock-based payments in income tax expense in our Consolidated Statements of Earnings were as follows: Fiscal Year In Millions 2024 2023 2022 Windfall tax benefits from stock-based payments $ 10.2 $ 32.3 $ 18.4 Under the 2022 Plan, options may be priced at 100 percent or more of the fair market value on the date of grant, generally issued with four-year graded vesting or four-year cliff vesting.
Windfall tax benefits from stock-based payments in income tax expense in our Consolidated Statements of Earnings were as follows: Fiscal Year In Millions 2025 2024 2023 Windfall tax benefits from stock-based payments $ 5.3 $ 10.2 $ 32.3 Under the 2022 Plan, options may be priced at 100 percent or more of the fair market value on the date of grant, generally issued with four-year graded vesting or four-year cliff vesting.
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.
Lowering the expected long-term rate of return on assets by 100 basis points would increase our net pension and postretirement expense by $57 million for fiscal 2026. A market-related valuation basis is used to reduce year-to-year expense volatility. The market- related valuation recognizes certain investment gains or losses over a five-year period from the year in which they occur.
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 37 prices or the timing or impact of acquisitions, divestitures, and restructuring actions throughout fiscal 2025.
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 and transformation actions throughout fiscal 2026.
This included controls related to the assumptions about future operating results and the discount and royalty rates used to measure the fair value of the reporting units and brands intangible assets.
This included controls related to the assumptions about future operating results and the discount and royalty rates used to measure the fair value of the reporting units and brand intangible assets.
(e) Primarily limited partnerships, trust-owned life insurance, common collective trusts, and certain private equity securities that are measured at fair value using the net asset value per share (or its equivalent) practical expedient and have not been classified in the fair value hierarchy. There were no transfers into level 3 investments in fiscal 2024.
(e) Primarily limited partnerships, trust-owned life insurance, common collective trusts, and certain private equity securities that are measured at fair value using the net asset value per share (or its equivalent) practical expedient and have not been classified in the fair value hierarchy. There were no transfers into or out of level 3 investments in fiscal 2025.
For fiscal 2024, we recognized a net benefit of $ 6.1 million of tax-related net interest and penalties, and had $ 24.2 million of accrued interest and penalties as of May 26, 2024.
For fiscal 2024, we recognized a net benefit of $ 6.1 million of tax-related net interest and penalties, and had $ 24.2 million of accrued interest and penalties as of May 26, 2024. NOTE 16.
ITEM 9B - Other Information During the fiscal quarter ended May 26, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. ITEM 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable.
ITEM 9B - Other Information During the fiscal quarter ended May 25, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. ITEM 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable.
RESTRUCTURING INITIATIVES We view our restructuring activities as actions that help us meet our long-term growth targets and are evaluated against internal rate of return and net present value targets. Each restructuring action normally takes one to two years to complete.
RESTRUCTURING AND TRANSFORMATION INITIATIVES We view our restructuring and transformation activities as actions that help us meet our long-term growth targets and are evaluated against internal rate of return and net present value targets. Each project normally takes one to two years to complete.
Stock options, restricted stock units, and performance share units excluded from our computation of diluted EPS because they were not dilutive were as follows: Fiscal Year In Millions 2024 2023 2022 Anti-dilutive stock options, restricted stock units, and performance share units 2.1 0.8 4.4 NOTE 14.
Stock options, restricted stock units, and performance share units excluded from our computation of diluted EPS because they were not dilutive were as follows: Fiscal Year In Millions 2025 2024 2023 Anti-dilutive stock options, restricted stock units, and performance share units 4.7 2.1 0.8 NOTE 14.
Our indefinite-lived intangible assets, mainly intangible assets primarily associated with the Blue Buffalo , Pillsbury , Totino’s , Old El Paso , Progresso , Annie’s , Nudges , and Häagen-Dazs brands, are also tested for impairment annually and whenever events or changes in circumstances indicate that their carrying value may not be recoverable.
Our indefinite-lived intangible assets, mainly intangible assets primarily associated with the Blue Buffalo , Pillsbury , Totino’s , Progresso , Old El Paso , Tiki Pets , Annie’s , Nudges , Edgard & Cooper , and Häagen-Dazs brands, are also tested for impairment annually and whenever events or changes in circumstances indicate that their carrying value may not be recoverable.
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.
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 25, 2025. 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.
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. ITEM 3 - Legal Proceedings We are the subject of various pending or threatened legal actions in the ordinary course of our business.
As part of our Häagen-Dazs business in our International segment we operate 332 (all leased) and franchise 387 branded ice cream parlors in various countries around the world, all outside of the United States and Canada. ITEM 3 - Legal Proceedings We are the subject of various pending or threatened legal actions in the ordinary course of our business.
In fiscal 2024, 2023, and 2022, except for certain reclassifications to earnings, changes in other comprehensive income (loss) were primarily non-cash items.
In fiscal 2025, 2024, and 2023, except for certain reclassifications to earnings, changes in other comprehensive (loss) income were primarily non-cash items.
The stock plans provide for potential accelerated vesting of awards upon retirement, termination, or death of eligible employees and directors. 69 Stock Options The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were as follows: Fiscal Year 2024 2023 2022 Estimated fair values of stock options granted $ 17.47 $ 14.16 $ 8.77 Assumptions: Risk-free interest rate 4.0 % 3.3 % 1.5 % Expected term 8.5 years 8.5 years 8.5 years Expected volatility 21.5 % 20.9 % 20.2 % Dividend yield 2.8 % 3.1 % 3.4 % We estimate the fair value of each option on the grant date using a Black-Scholes option-pricing model, which requires us to make predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate.
The stock plans provide for potential accelerated vesting of awards upon retirement, termination, or death of eligible employees and directors. 70 Stock Options The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were as follows: Fiscal Year 2025 2024 2023 Estimated fair values of stock options granted $ 13.26 $ 17.47 $ 14.16 Assumptions: Risk-free interest rate 4.5 % 4.0 % 3.3 % Expected term 8.5 years 8.5 years 8.5 years Expected volatility 21.6 % 21.5 % 20.9 % Dividend yield 3.8 % 2.8 % 3.1 % We estimate the fair value of each option on the grant date using a Black-Scholes option-pricing model, which requires us to make predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate.
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.
See the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP. Certain terms used throughout this report are defined in a glossary in Item 8 of this report. FISCAL 2025 CONSOLIDATED RESULTS OF OPERATIONS In fiscal 2025, net sales and organic net sales decreased 2 percent compared to fiscal 2024.
Segment operating profit increased 9 percent on a constant-currency basis in fiscal 2024 compared to fiscal 2023 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP). NORTH AMERICA FOODSERVICE SEGMENT Our North America Foodservice segment consists of foodservice businesses in the United States and Canada.
Segment operating profit increased 3 percent on a constant-currency basis in fiscal 2025 compared to fiscal 2024 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP). NORTH AMERICA FOODSERVICE SEGMENT Our North America Foodservice segment consists of foodservice businesses in the United States and Canada.
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above. 36 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.
For more information on the reconciling items, see the Significant Items Impacting Comparability section above. 37 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.
We also sponsor defined contribution plans in many of our foreign locations. Our total recognized expense related to defined contribution plans was $ 94.0 million in fiscal 2024, $ 97.2 million in fiscal 2023, and $ 90.1 million in fiscal 2022. We match a percentage of employee contributions to the General Mills Savings Plan.
We also sponsor defined contribution plans in many of our foreign locations. Our total recognized expense related to defined contribution plans was $ 96.1 million in fiscal 2025, $ 94.0 million in fiscal 2024, and $ 97.2 million in fiscal 2023. We match a percentage of employee contributions to the General Mills Savings Plan.
As of May 26, 2024, we have no t recognized a deferred tax liability for unremitted earnings of approximately $ 2.3 billion from our foreign operations because we currently believe our subsidiaries have invested the undistributed earnings indefinitely or the earnings will be remitted in a tax-neutral transaction.
As of May 25, 2025, we have no t recognized a deferred tax liability for unremitted earnings of approximately $ 2.3 billion from our foreign operations because we currently believe our subsidiaries have invested the undistributed earnings indefinitely or the earnings will be remitted in a tax-neutral transaction.
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.
In addition, while having significant coverage as of our fiscal 2025 assessment date, the Progresso , Nudges , True Chews , and Kitano brand intangible assets had risk of decreasing coverage. We will continue to monitor these businesses for potential impairment . Income Taxes We apply a more-likely-than-not threshold to the recognition and derecognition of uncertain tax positions.
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.
Forward-Looking Financial Measures Our fiscal 2026 outlook for organic net sales growth, constant-currency adjusted operating profit and 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 and transformation charges, acquisition transaction and integration costs, acquisitions, divestitures, mark-to-market effects, and a 53rd week.
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.
Our initial health care cost trend rate is adjusted as necessary to remain consistent with this review, recent experiences, and short-term expectations. Our initial health care cost trend rate assumption is 7.9 percent for retirees age 65 and over and 7.9 percent for retirees under age 65 at the end of fiscal 2025.
Our initial health care cost trend rate is adjusted as necessary to remain consistent with this review, recent experiences, and short-term expectations. Our initial health care cost trend rate assumption is 7.3 percent for retirees age 65 and over and for retirees under age 65 at the end of fiscal 2024.
Our initial health care cost trend rate is adjusted as necessary to remain consistent with this review, recent experiences, and short-term expectations. Our initial health care cost trend rate assumption is 7.9 percent for retirees age 65 and over and for retirees under age 65 at the end of fiscal 2025.
Future changes in judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the period of such change. 80 The following table sets forth changes in our total gross unrecognized tax benefit liabilities, excluding accrued interest, for fiscal 2024 and fiscal 2023.
Future changes in judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the period of such change. 81 The following table sets forth changes in our total gross unrecognized tax benefit liabilities, excluding accrued interest, for fiscal 2025 and fiscal 2024.
Under our supply chain organization, our manufacturing, warehouse, and distribution activities are substantially integrated across our operations in order to maximize efficiency and productivity. As a result, fixed assets and depreciation and amortization expenses are neither maintained nor available by operating segment. Unallocated corporate expense totaled $334 million in fiscal 2024, compared to $1,033 million last year.
Under our supply chain organization, our manufacturing, warehouse, and distribution activities are substantially integrated across our operations in order to maximize efficiency and productivity. As a result, fixed assets and depreciation and amortization expenses are neither maintained nor available by operating segment. Unallocated corporate expense totaled $396 million in fiscal 2025 , compared to $334 million last year.
The principal amount on which fixed-rate or floating-rate interest payments are calculated. OCI. Other comprehensive income (loss). Operating cash flow conversion rate. Net cash provided by operating activities, divided by net earnings, including earnings attributable to redeemable and noncontrolling interests. Operating cash flow to net debt ratio. Net debt divided by cash provided by operating activities. Organic net sales growth.
The principal amount on which fixed-rate or floating-rate interest payments are calculated. OCI. Other comprehensive income (loss). Operating cash flow conversion rate. Net cash provided by operating activities, divided by net earnings, including earnings attributable to noncontrolling interests. Organic net sales growth.
Long-term debt, current portion of long-term debt, and notes payable, less cash and cash equivalents. Net debt-to-adjusted EBITDA ratio. Net debt divided by Adjusted EBITDA. Net mark-to-market valuation of certain commodity positions. Realized and unrealized gains and losses on derivative contracts that will be allocated to segment operating profit when the exposure we are hedging affects earnings. Net price realization.
Long-term debt, current portion of long-term debt, and notes payable, less cash and cash equivalents. Net mark-to-market valuation of certain commodity positions. Realized and unrealized gains and losses on derivative contracts that will be allocated to segment operating profit when the exposure we are hedging affects earnings. Net price realization.
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