UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark One)
 
☑
 
QUARTERLY
 
REPORT
 
PURSUANT
 
TO
 
SECTION
 
13
 
OR
 
15(d)
 
OF
 
THE
 
SECURITIES
 
EXCHANGE
 
ACT
 
OF
 
1934
FOR THE QUARTERLY
 
PERIOD ENDED
FEBRUARY 26, 202325, 2024
☐
 
TRANSITION
 
REPORT
 
PURSUANT
 
TO
 
SECTION
 
13
 
OR
 
15(d)
 
OF
 
THE
 
SECURITIES
 
EXCHANGE
 
ACT
 
OF
 
1934
FOR THE TRANSITION PERIOD FROM
 
TO
 
Commission file number:
001-01185
________________
GENERAL MILLS, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
41-0274440
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
Number One General Mills Boulevard
 
Minneapolis
,
Minnesota
55426
(Address of principal executive offices)
(Zip Code)
(763)
764-7600
(Registrant’s telephone number,
 
including area code)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange
on which registered
Common Stock, $.10 par value
 
GIS
 
New York Stock Exchange
1.000% Notes due 2023
GIS23A
New York Stock Exchange
0.125% Notes due 2025
GIS25AGIS 25A
New York Stock Exchange
0.450% Notes due 2026
 
GIS26GIS 26
 
New York Stock Exchange
1.500% Notes due 2027
 
GIS27GIS 27
 
New York Stock Exchange
3.907% Notes due 2029
GIS 29
New York Stock Exchange
________________
Indicate
 
by
 
check
 
mark
 
whether
 
the
 
registrant
 
(1)
 
has
 
filed
 
all
 
reports
 
required
 
to
 
be
 
filed
 
by
 
Section
 
13
 
or
 
15(d)
 
of
 
the
 
Securities
Exchange Act of 1934
 
during the preceding 12
 
months (or for such shorter
 
period that the registrant
 
was required to file such
 
reports),
and (2) has been subject to such filing requirements for the past 90 days.
 
Yes
☑
 
No
☐
Indicate
 
by
 
check
 
mark
 
whether
 
the
 
registrant
 
has
 
submitted
 
electronically
 
every
 
Interactive
 
Data
 
File
 
required
 
to
 
be
 
submitted
pursuant to Rule 405
 
405 of Regulation S-T (§
 
S-T232.405 of this chapter) during
 
the preceding 12 months (or
 
months (or for
such shorter period that
 
that the
registrant
was required
to
submit such files).
Yes
 
☑
 
No
☐
Indicate
by
check
mark
 
whether
the
registrant
is
a
 
large
accelerated
filer,
 
an
accelerated
filer,
 
a
non-accelerated
filer,
 
a
smaller reporting
reporting
company,
 
or
 
an
 
emerging
 
growth
 
company.
 
See
 
the
 
definitions
 
of
 
“large
 
accelerated
 
filer,”
 
“accelerated
 
filer,”
 
“smaller
reporting
reporting company,” and “emergin
 
g
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☑
Accelerated filer
☐
 
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
 
If
 
an
 
emerging
 
growth
 
company,
 
indicate
 
by
 
check
 
mark
 
if
 
the
 
registrant
 
has
 
elected
 
not
 
to
 
use
 
the
 
extended
 
transition
 
period
 
for
complying with any new or revised financial accounting standards provided
 
pursuant to Section 13(a) of the Exchange Act.
 
☐
Indicate by check mark whether the registrant is a shell company (as defined
 
in Rule 12b-2 of the Exchange Act).
Yes
☐
 
No
☑
Number
 
of
 
shares
 
of
 
Common
 
Stock
 
outstanding
 
as
 
of
 
March
 
13,
 
2023:2024:
587,354,488564,548,763
 
(excluding
167,258,840190,080,991
 
shares
 
held
 
in
 
the
treasury).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
 
PART
 
I.
 
FINANCIAL INFORMATION
Item 1.
 
Financial StatementsStatements.
Consolidated Statements of Earnings
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions, Except per Share Data)
Quarter Ended
Nine-Month Period Ended
Feb. 26, 2023
Feb. 27, 202225, 2024
Feb. 26, 2023
Feb. 27, 202225, 2024
Feb. 26, 2023
Net sales
$
5,099.2
$
5,125.9
$
4,537.715,143.3
$
15,064.2
$
14,101.6
Cost of sales
3,391.8
3,461.1
3,134.09,899.5
10,246.6
9,469.3
Selling, general, and administrative expenses
790.9
946.9
751.42,460.7
2,632.5
2,337.6
Divestitures gain, net
-
(13.7)
(170.1)-
(444.6)
(170.1)
Restructuring, impairment, and other exit costs
5.8
1.4
7.1130.6
14.1
5.1
Operating profit
910.7
730.2
815.32,652.5
2,615.6
2,459.7
Benefit plan non-service income
(18.6)
(21.6)
(27.1)(55.7)
(65.0)
(84.4)
Interest, net
121.7
98.3
86.5356.5
277.5
275.1
Earnings before income taxes and after-tax earnings
 
from
 
 
joint ventures
807.6
653.5
755.92,351.7
2,403.1
2,269.0
Income taxes
149.3
108.3
123.2458.5
471.5
451.8
After-tax earnings from joint ventures
18.0
12.7
29.965.7
57.9
92.0
Net earnings, including earnings attributable to redeemable
 
and noncontrolling interests
676.3
557.9
662.61,958.9
1,989.5
1,909.2
Net earnings attributable to redeemable and
noncontrolling interests
6.2
4.8
2.319.8
10.5
24.7
Net earnings attributable to General Mills
$
670.1
$
553.1
$
660.31,939.1
$
1,979.0
$
1,884.5
Earnings per share – basic
$
1.18
$
0.94
$
1.093.35
$
3.32
$
3.10
Earnings per share – diluted
$
1.17
$
0.92
$
1.083.33
$
3.28
$
3.07
See accompanying notes to consolidated financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5
 
Consolidated Statements of Comprehensive Income
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions)
Quarter Ended
Nine-Month Period Ended
Feb. 26, 2023
Feb. 27, 202225, 2024
Feb. 26, 2023
Feb. 27, 202225, 2024
Feb. 26, 2023
Net earnings, including earnings attributable to
 
redeemable and noncontrolling interests
$
676.3
$
557.9
$
662.61,958.9
$
1,989.5
$
1,909.2
Other comprehensive income (loss), net of tax:
Foreign currency translation
2.4
12.5
(122.5)(38.0)
(98.7)
(184.9)
Other fair value changes:
Hedge derivatives
(6.9)
(5.7)
(30.8)(7.3)
(23.2)
(10.4)
Reclassification to earnings:
Foreign currency translation
-
342.2-
-
(7.4)
342.2
Hedge derivatives
(0.1)
18.9
30.2(2.3)
18.5
34.4
Amortization of losses and prior service costs
9.1
13.9
22.327.4
42.2
53.5
Other comprehensive income (loss), net of tax
4.5
39.6
241.4(20.2)
(68.6)
234.8
Total comprehensive
 
income
 
680.8
597.5
904.01,938.7
1,920.9
2,144.0
Comprehensive income (loss) attributable to
noncontrolling
 
redeemable and noncontrolling interests
6.0
4.9
2.320.0
9.9
(47.0)
Comprehensive income attributable to General Mills
$
674.8
$
592.6
$
901.71,918.7
$
1,911.0
$
2,191.0
See accompanying notes to consolidated financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6
 
Consolidated Balance Sheets
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except Par Value)
Feb. 26, 202325, 2024
May 29, 202228, 2023
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
618.7588.6
$
569.4585.5
Receivables
1,770.21,771.1
1,692.11,683.2
Inventories
2,083.31,828.0
1,867.32,172.0
Prepaid expenses and other current assets
643.8466.8
802.1
Assets held for sale
-
158.9735.7
Total current
 
assets
5,116.04,654.5
5,089.85,176.4
Land, buildings, and equipment
3,353.63,643.6
3,393.83,636.2
Goodwill
14,487.814,433.7
14,378.514,511.2
Other intangible assets
6,968.06,957.2
6,999.96,967.6
Other assets
1,274.41,171.5
1,228.11,160.3
Total assets
$
31,199.830,860.5
$
31,090.131,451.7
LIABILITIES
AND EQUITY
Current liabilities:
Accounts payable
$
3,868.23,613.5
$
3,982.34,194.2
Current portion of long-term debt
2,487.2812.2
1,674.21,709.1
Notes payable
959.8686.7
811.431.7
Other current liabilities
2,103.11,949.5
1,552.01,600.7
Total current
 
liabilities
9,418.37,061.9
8,019.97,535.7
Long-term debt
8,140.211,015.1
9,134.89,965.1
Deferred income taxes
2,151.62,023.5
2,218.32,110.9
Other liabilities
1,006.01,068.7
929.11,140.0
Total liabilities
20,716.121,169.2
20,302.120,751.7
Stockholders'Stockholders’ equity:
Common stock,
754.6
 
shares issued, $
0.10
 
par value
75.5
75.5
Additional paid-in capital
1,191.11,210.3
1,182.91,222.4
Retained earnings
19,226.520,416.7
18,532.619,838.6
Common stock in treasury,
 
at cost, shares of
166.2190.1
 
and
155.7168.0
(8,220.1)(9,968.4)
(7,278.1)(8,410.0)
Accumulated other comprehensive loss
(2,038.5)(2,297.3)
(1,970.5)(2,276.9)
Total stockholders' stockholders’
equity
10,234.59,436.8
10,542.410,449.6
Noncontrolling interests
249.2254.5
245.6250.4
Total equity
10,483.79,691.3
10,788.010,700.0
Total liabilities and equity
$
31,199.830,860.5
$
31,090.131,451.7
See accompanying notes to consolidated financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7
 
Consolidated Statements of Total
 
Equity and Redeemable Interest
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions, Except per Share Data)
Quarter Ended
Feb. 26, 202325, 2024
Feb. 27, 202226, 2023
Shares
Amount
Shares
Amount
Total equity,
 
beginning balance
$
10,372.19,631.9
$
9,804.710,372.1
Common stock,
1
 
billion shares authorized, $
0.10
 
par value
754.6
75.5
754.6
75.5
Additional paid-in capital:
Beginning balance
1,155.31,201.8
1,365.11,155.3
Stock compensation plans
21.9(11.1)
11.521.9
Unearned compensation related to stock unit awards
(14.8)1.8
(19.1)(14.8)
Earned compensation
28.717.8
31.7
Reversal of cumulative redeemable interest
value adjustments
-
(207.4)
Acquisition of noncontrolling interest
-
(19.5)28.7
Ending balance
1,191.11,210.3
1,162.31,191.1
Retained earnings:
Beginning balance
18,991.920,080.9
17,363.218,991.9
Net earnings attributable to General Mills
553.1670.1
660.3553.1
Cash dividends declared ($
0.540.59
 
and $
0.510.54
 
per share)
(318.5)(334.3)
(310.4)(318.5)
Ending balance
19,226.520,416.7
17,713.119,226.5
Common stock in treasury:
Beginning balance
(185.7)
(9,677.4)
(164.4)
(8,023.5)
(151.4)
(6,915.2)
Shares purchased, including excise tax of $
2.8
and
$
0.4
million
(4.7)
(303.1)
(2.9)
(251.0)
(2.6)
(175.5)
Stock compensation plans
0.3
12.1
1.1
54.4
1.6
75.4
Ending balance
(190.1)
(9,968.4)
(166.2)
(8,220.1)
(152.4)
(7,015.3)
Accumulated other comprehensive loss:
Beginning balance
(2,078.0)(2,302.0)
(2,364.1)(2,078.0)
Other comprehensive income
39.54.7
241.439.5
Ending balance
(2,038.5)(2,297.3)
(2,122.7)(2,038.5)
Noncontrolling interests:
Beginning balance
250.9253.1
280.2250.9
Comprehensive income
4.96.0
2.34.9
Distributions to noncontrolling interest holders
(6.6)(4.6)
(108.3)
Reclassification from redeemable interest
-
561.6
Reversal of cumulative redeemable interest
value adjustments
-
207.4
Divestiture
-
(680.4)(6.6)
Ending balance
249.2254.5
262.8249.2
Total equity,
 
ending balance
$
10,483.79,691.3
$
10,075.7
Redeemable interest:
Beginning balance
$
-
$
561.6
Reclassification to noncontrolling interest
-
(561.6)
Ending balance
$
-
$
-10,483.7
See accompanying notes to consolidated financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8
Consolidated Statements of Total
 
Equity and Redeemable Interest
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions, Except per Share Data)
Nine-Month Period Ended
Feb. 26, 202325, 2024
Feb. 27, 202226, 2023
Shares
Amount
Shares
Amount
Total equity,
 
beginning balance
$
10,788.010,700.0
$
9,773.210,788.0
Common stock,
1
 
billion shares authorized, $
0.10
 
par value
754.6
75.5
754.6
75.5
Additional paid-in capital:
Beginning balance
1,182.91,222.4
1,365.51,182.9
Stock compensation plans
23.8(10.3)
15.523.8
Unearned compensation related to stock unit awards
(100.6)(78.1)
(91.3)(100.6)
Earned compensation
85.076.3
85.4
Decrease in redemption value of
redeemable interest
-
14.1
Reversal of cumulative redeemable interest
value adjustments
-
(207.4)
Acquisition of noncontrolling interest
-
(19.5)85.0
Ending balance
1,191.11,210.3
1,162.31,191.1
Retained earnings:
Beginning balance
18,532.619,838.6
17,069.818,532.6
Net earnings attributable to General Mills
1,979.01,939.1
1,884.51,979.0
Cash dividends declared ($
2.162.36
 
and $
2.042.16
 
per share)
(1,285.1)(1,361.0)
(1,241.2)(1,285.1)
Ending balance
19,226.520,416.7
17,713.119,226.5
Common stock in treasury:
Beginning balance
(168.0)
(8,410.0)
(155.7)
(7,278.1)
(146.9)
(6,611.2)
Shares purchased, including excise tax of $
15.0
and
$
0.4
million
(23.5)
(1,616.6)
(15.0)
(1,152.3)
(8.8)
(550.5)
Stock compensation plans
1.4
58.2
4.5
210.3
3.3
146.4
Ending balance
(190.1)
(9,968.4)
(166.2)
(8,220.1)
(152.4)
(7,015.3)
Accumulated other comprehensive loss:
Beginning balance
(1,970.5)(2,276.9)
(2,429.2)(1,970.5)
Other comprehensive (loss) incomeloss
(20.4)
(68.0)
306.5
Ending balance
(2,038.5)(2,297.3)
(2,122.7)(2,038.5)
Noncontrolling interests:
Beginning balance
245.6250.4
302.8245.6
Comprehensive income (loss)
20.0
9.9
(17.8)
Distributions to noncontrolling interest holders
(16.6)
(11.4)
(110.8)Change in ownership interest
Reclassification from redeemable interest0.7
-
561.6
Reversal of cumulative redeemable interest
value adjustmentsDivestiture
-
207.4
Divestiture
5.1
(680.4)
Ending balance
249.2254.5
262.8249.2
Total equity,
 
ending balance
$
10,483.79,691.3
$
10,075.7
Redeemable interest:
Beginning balance
$
-
$
604.9
Comprehensive loss
-
(29.2)
Decrease in redemption value of
redeemable interest
-
(14.1)
Reclassification to noncontrolling interest
-
(561.6)
Ending balance
$
-
$
-10,483.7
See accompanying notes to consolidated financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9
 
Consolidated Statements of Cash Flows
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions)
Nine-Month Period Ended
Feb. 26, 202325, 2024
Feb. 27, 202226, 2023
Cash Flows - Operating Activities
Net earnings, including earnings attributable to redeemable and noncontrolling
interests
$
1,989.51,958.9
$
1,909.21,989.5
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
411.0412.2
430.6411.0
After-tax earnings from joint ventures
(57.9)(65.7)
(92.0)(57.9)
Distributions of earnings from joint ventures
36.631.4
49.036.6
Stock-based compensation
86.776.7
80.386.7
Deferred income taxes
(71.2)(85.5)
81.3(71.2)
Pension and other postretirement benefit plan contributions
(20.2)(20.0)
(20.7)(20.2)
Pension and other postretirement benefit plan costs
(20.2)
(10.6)(20.2)
Divestitures gain, net
(444.6)-
(170.1)(444.6)
Restructuring, impairment, and other exit costs
(14.6)119.7
(62.5)(14.6)
Changes in current assets and liabilities, excluding the effects of
 
 
acquisitions and divestitures
21.3(9.6)
91.521.3
Other, net
110.641.0
(57.9)110.6
Net cash provided by operating activities
2,027.02,438.9
2,228.12,027.0
Cash Flows - Investing Activities
Purchases of land, buildings, and equipment
(351.3)(485.6)
(350.6)(351.3)
Acquisition, net of cash acquired
(251.5)(25.5)
(1,201.3)(251.5)
Proceeds from divestitures, net of cash divested
633.1-
46.1633.1
Investments in affiliates, net
(30.8)(1.5)
30.1(30.8)
Proceeds from disposal of land, buildings, and equipment
0.80.2
1.60.8
Other, net
(6.4)4.8
12.3(6.4)
Net cash used by investing activities
(6.1)(507.6)
(1,461.8)(6.1)
Cash Flows - Financing Activities
Change in notes payable
159.2654.5
471.5159.2
Issuance of long-term debt
501.81,000.0
1,935.2501.8
Payment of long-term debt
(600.0)(900.0)
(2,278.2)(600.0)
Proceeds from common stock issued on exercised options
168.011.1
96.2168.0
Purchases of common stock for treasury
(1,152.3)(1,601.6)
(550.5)(1,152.3)
Dividends paid
(967.4)(1,028.0)
(934.1)(967.4)
Distributions to noncontrolling and redeemable interest holders
(11.4)(16.6)
(110.8)(11.4)
Other, net
(53.5)(47.0)
(26.8)(53.5)
Net cash used by financing activities
(1,955.6)(1,927.6)
(1,397.5)(1,955.6)
Effect of exchange rate changes on cash and cash equivalents
(0.6)
(16.0)
(29.6)
Increase (decrease) in cash and cash equivalents
49.33.1
(660.8)49.3
Cash and cash equivalents - beginning of year
569.4585.5
1,505.2569.4
Cash and cash equivalents - end of period
$
618.7588.6
$
844.4618.7
Cash Flow from changes in current assets and liabilities, excluding the effects
 
of
 
 
acquisitions and divestitures:
Receivables
$
(132.4)(83.8)
$
(214.5)(132.4)
Inventories
(237.0)347.8
102.5(237.0)
Prepaid expenses and other current assets
151.5269.4
41.5151.5
Accounts payable
(41.6)(543.7)
(14.0)(41.6)
Other current liabilities
280.80.7
176.0280.8
Changes in current assets and liabilities
$
21.3(9.6)
$
91.521.3
See accompanying notes to consolidated financial statements.
 
10
GENERAL MILLS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
 
FINANCIAL STATEMENTS
(Unaudited)
(1) Background
The accompanying
 
Consolidated Financial
 
Statements of
 
General Mills,
 
Inc. (we,
 
us, our,
 
General Mills,
 
or the Company)
 
have been
prepared in
 
accordance with
 
accounting principles
 
generally accepted
 
in the
 
United States
 
(GAAP) for
 
interim financial
 
information
and with
 
the rules
 
and regulations
 
for reporting
 
on Form
 
10-Q. Accordingly,
 
they do
 
not include
 
certain information
 
and disclosures
required
 
for
 
comprehensive
 
financial
 
statements.
 
In
 
the
 
opinion
 
of
 
management,
 
all
 
adjustments
 
considered
 
necessary
 
for
 
a
 
fair
presentation have
 
been included
 
and are
 
of a
 
normal recurring
 
nature, including
 
the elimination
 
of all
 
intercompany transactions
 
and
any
 
noncontrolling
 
and redeemableinterests’
 
interests’ share
 
of
those
 
transactions.
 
Operating
 
results
for
 
the
fiscal
 
quarter
ended
 
February 26,
25,
2023,
2024,
 
are
not
necessarily indicative of the results that may be expected for the fiscal year ending
 
ending May 28, 2023.26, 2024.
 
These
 
statements
 
should
 
be
 
read
 
in
 
conjunction
 
with
 
the
 
Consolidated
 
Financial
 
Statements
 
and
 
footnotes
 
included
 
in
 
our
 
Annual
Report on Form
 
10-K for the fiscal
 
year ended May
 
29, 2022.28, 2023. The
 
accounting policies used
 
in preparing these
 
Consolidated Financial
Statements are the same as those described in Note 2 to the Consolidated Financial
 
Statements in that Form 10-K.10-K with the exception of
new requirements adopted in the first quarter of fiscal 2024.
In the first quarter
of fiscal 2024, we
adopted optional accounting guidance
to ease the burden
in accounting for reference
rate reform.
The new
standard provides
temporary expedients
and exceptions
to existing
accounting requirements
for contract
modifications
and
hedge accounting
related to transitioning
from discontinued
reference rates.
This resulted in
modifying contracts,
where necessary,
to
apply a new reference rate,
primarily SOFR. The adoption of
this accounting guidance did not
have a material impact on our results
of
operations or financial position.
In the
first quarter
of fiscal
2024, we adopted
new requirements
for enhanced
disclosures related
to supplier
financing programs.
The
new standard requires
disclosure of the
key terms of
the program and
a rollforward of
the related obligation
during the annual
period,
including
the
amount
of
obligations
confirmed
and
obligations
subsequently
paid.
We
have
historically
presented
the
key
terms
of
these programs
and the
associated obligation
outstanding
(please see
Note 6).
The rollforward
requirement is
effective
for us
in our
fiscal 2025. The adoption did not have a material impact on our financial
statements and related disclosures.
Certain terms used throughout this report are defined in the “Glossary” section below.
(2) AcquisitionsAcquisition and DivestituresDivestiture
During
 
the first
 
quarter
 
of fiscal
 
2023,
 
we
 
acquired
 
TNT Crust,
 
a
 
manufacturer
 
of high-quality
 
frozen pizza
 
crusts
 
for
 
regional
 
and
national pizza
 
chains, foodservice
 
distributors, and
 
retail outlets,
 
for a
 
purchase price
 
of $
253.0
 
million. We
 
financed the
 
transaction
with U.S. commercial paper.
 
We consolconsolidated
 
idated the TNT Crust business into
 
into our Consolidated Balance Sheets
 
Sheets and recorded goodwill
 
of
$
154.3156.7
 
million. The
 
goodwill is
 
included in
 
the North
 
America Foodservice
 
segment and
 
is not
 
deductible for
 
tax purposes.
 
The pro
forma
effects
of
this
acquisition
were
not
material.
 
We
have
conducted
a
preliminary
assessment
of
the
fair
value
of
the
acquired
assets
and
liabilities
of
the
TNT
Crust
business
and
will
continue
to
review
these
items
during
the
measurement
period.
If
new
information is obtained
about facts and circumstances
that existed at the
acquisition date, the
acquisition accounting will
be revised to
reflect the resulting adjustments to
current estimates of these items.
The consolidated results of the
TNT Crust business are reported
in
our North America Foodservice segment on a one-month lag.
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
(3) Restructuring, Impairment, and Other Exit Costs
Restructuring and impairment charges were as follows:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 25, 2024
Feb. 26, 2023
Feb. 25, 2024
Feb. 26, 2023
Goodwill impairment
$
-
$
-
$
117.1
$
-
Commercial strategy actions
9.0
-
14.1
-
(Recoveries) charges associated with restructuring actions
previously announced
(3.1)
2.1
16.4
16.0
Total
$
5.9
$
2.1
$
147.6
$
16.0
In
 
the
 
third
 
quarter
 
of
 
fiscal
 
2022,2024,
 
we
 
completeddid
 
thenot
 
saleundertake
any
new
restructuring
actions.
We
recorded
$
9.0
million
 
of
 
our
interests
in
Yoplait
SAS,
Yoplait
Marques
SNC,
and
Libertérestructuring
Marques
Sàrl
to
Sodiaal
International
(Sodiaal)
in
exchange
for
Sodiaal’s
interest
in
our
Canadian
yogurt
business,
a
modified
agreement
for
the
use
of
Yoplait
and
Liberté
brandscharges
 
in
 
the
 
United
States
and
Canada,
and
cash.
We
recorded
a
net
pre-tax
gain
of
$
148.8
million on the sale of these businesses during the third quarter of fiscal 2022.
During the third quarter of fiscal 2022, we sold a European dough business
and recorded a net pre-tax gain on sale of $
21.3
million.
During
the
first
 
quarter
 
of
 
fiscal
 
2022,
we
acquired
Tyson
Foods’
pet
treats
business
for
$
1.2
billion
in
cash.
We
financed
the
transaction
with
a
combination
of
cash
on
hand2024
 
and
 
short-term
debt.
We
consolidated
the pet
treats
business
into
our
Consolidated
Balance
Sheets
and
recorded
goodwill
of
$
762.314.1
 
million
 
indefinite-livedof
 
intangiblerestructuring
 
assetscharges
 
forin
 
the
Nudges
,
Top
 
Chews
,nine-month
 
andperiod
ended
February
25,
True2024, related to commercial strategy
actions approved in the second quarter
of fiscal 2024. We
recorded a $
Chews3.1
 
brandsmillion net recovery of
restructuring
 
totalingcharges
in
the
third
quarter
of
fiscal
2024
and
 
$
330.016.4
 
million
 
of
restructuring
charges
in
 
aggregate,the
 
andnine-month
 
aperiod
 
finite-lived
ended
customer
relationship
asset
of
$
40.0
million.
The
goodwill
is
included in the Pet segment and is deductible for tax purposes. The pro forma
effects of this acquisition were not material.
(3) Restructuring, Impairment, and Other Exit Costs
11
In the nine-month period ended
February 26, 2023, we did not undertake
 
any new 25,
2024,
related
to
restructuring actions.
actions
previously
announced.
We
 
recorded
$
2.1
 
million
of
restructuring
charges
in
the
restructuring charges in the third quarter
of fiscal
2023
and $
16.0
 
million of
restructuring charges
in the
nine-month period
ended February
February 26, 2023,
related to
restructuring actions previously announced.
 
We recorded expect these actions to
be completed by the end of fiscal 2026.
In the third
quarter of fiscal
2024, we decreased
the estimate of
restructuring charges
that we expect
to incur related
to our previously
announced
actions
to enhance
the
efficiency
of our
global
supply
chain
structure.
We
expect to
incur
approximately
$
9.344
million
of
restructuring charges and project-related costs related
to these actions, of which approximately $
25
million will be cash. These charges
are
expected
to
consist
of
approximately
$
24
million
of
severance
and
$
20
million
of
other
costs,
primarily
$
8
million
of
asset
impairment and $
13
 
million of restructuring charges in the
third quarter of fiscal 2022 and $
7.9
asset write-offs. We
 
million of restructuring charges in the nine-month period ended
February 27, 2022, related to
restructuring actions previously announced.
We
expect these actions to be completed by the end of
fiscal 20242025.
.
We
paid
net
$
30.627.9
 
million
of cash
in
the
nine-month
period
ended
February 26, 2023,
25,
2024,
related
to
restructuring
 
actions previouslyactions.
announced. We
 
paid
net
$
70.430.6
 
million of cash in the same period of fiscal 2022.2023.
In the second
quarter of fiscal
2024, we recorded
a $
117.1
million non-cash goodwill
impairment charge
related to our Latin
America
reporting unit. Please see Note 4 for additional information.
Restructuring and impairment charges and project-related
costs are recorded in our Consolidated Statements of Earnings as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 25, 2024
Feb. 26, 2023
Feb. 25, 2024
Feb. 26, 2023
Restructuring, impairment, and other exit costs
$
5.8
$
1.4
$
130.6
$
14.1
Cost of sales
0.1
0.7
17.0
1.9
Total restructuring
 
and impairment charges
$
5.9
$
2.1
$
147.6
$
16.0
Project-related costs classified in cost of sales
$
0.5
$
-
$
1.6
$
-
11
The roll forward of our restructuring and other exit cost reserves, included
 
in other current liabilities, is as follows:
In Millions
Total
Reserve balance as of May 29, 202228, 2023
$
36.847.7
Fiscal 2023 charges,2024 net recoveries, including foreign currency translation
8.6(0.1)
Utilized in fiscal 20232024
(26.5)(27.7)
Reserve balance as of Feb. 26, 202325, 2024
$
18.919.9
The reserve balance primarily consists of expected severance payments
 
associated with restructuring actions.
 
The charges
 
recognized in
 
the roll forward
 
of our reserves
 
for restructuring
 
and other exit
 
costs do not
 
include items
 
charged
directly
to expense
 
(e.g., asset
 
impairment charges,
 
accelerated depreciation,
 
the gain
 
or loss
 
on the
 
sale of
 
restructured assets,
 
and the
 
write-
off
 
of
 
spare parts)
 
and other
 
periodic
 
exit costs
 
are
 
recognized
 
as incurred,
 
as those
 
items are
 
not reflected
 
in our
 
restructuring
 
and
other exit cost reserves on our Consolidated Balance Sheets.
(4) Goodwill and Other Intangible Assets
The components of goodwill and other intangible assets are as follows:
 
 
In Millions
Feb. 26, 202325, 2024
May 29, 202228, 2023
Goodwill
$
14,487.814,433.7
$
14,378.514,511.2
Other intangible assets:
Intangible assets not subject to amortization:
Brands and other indefinite-lived intangibles
6,708.26,715.7
6,725.86,712.4
Intangible assets subject to amortization:
Customer relationships and other finite-lived intangibles
385.5387.0
400.3386.3
Less accumulated amortization
(125.7)(145.5)
(126.2)(131.1)
Intangible assets subject to amortization, net
259.8241.5
274.1255.2
Other intangible assets
6,968.06,957.2
6,999.96,967.6
Total
$
21,455.821,390.9
$
21,378.421,478.8
12
Based on the
 
carrying value of
 
finite-lived intangible assets
 
as of February
 
26, 2023,25, 2024, annual amortization
 
expense for each of
 
the next
five fiscal years is estimated to be approximately $
20
 
million.
The changes in the carrying amount of goodwill during the nine-month period
 
ended February 26, 2023,25, 2024, were as follows:
In Millions
North
America
Retail
Pet
North
America
Foodservice
International
Joint Ventures
Total
Balance as of May 29, 2022
$
6,552.9
$
6,062.8
$
648.8
$
721.6
$
392.4
$
14,378.5
Acquisition
-
-
154.3
-
-
154.3
Divestitures
(2.0)
-
-
(0.4)
-
(2.4)
Other activity, primarily
foreign currency translation
(8.5)
-
-
(27.2)
(6.9)
(42.6)
Balance as of Feb. 26, 2023
$
6,542.4
$
6,062.8
$
803.1
$
694.0
$
385.5
$
14,487.8
The changes in the carrying amount of other intangible assets during the nine-month
period ended February 26, 2023, were as follows:
In Millions
Total
Balance as of May 29, 2022
$
6,999.9
Acquisition
3.8
Divestiture
(3.6)
Other activity, primarily
foreign currency translation
(32.1)
Balance as of Feb. 26, 2023
$
6,968.0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
In Millions
North America
Retail
Pet
North America
Foodservice
International
Corporate and
Joint Ventures
Total
Balance as of May 28, 2023
$
6,542.4
$
6,062.8
$
805.6
$
708.4
$
392.0
$
14,511.2
Acquisition
-
-
-
-
26.9
26.9
Impairment charge
-
-
-
(117.1)
-
(117.1)
Other activity, primarily
foreign currency translation
1.0
-
(0.1)
8.3
3.5
12.7
Balance as of Feb. 25, 2024
$
6,543.4
$
6,062.8
$
805.5
$
599.6
$
422.4
$
14,433.7
The changes in the carrying amount of other intangible assets during the nine-month
period ended February 25, 2024, were as follows:
 
 
12
In Millions
Total
Balance as of May 28, 2023
$
6,967.6
Amortization, net of foreign currency translation
(10.4)
Balance as of Feb. 25, 2024
$
6,957.2
Our
 
annual
 
goodwill
 
and
 
indefinite-lived
 
intangible
 
assets
 
impairment
 
test
 
was
 
performed
 
on
 
the
 
first
 
day
 
of
 
the
 
second
 
quarter
 
of
fiscal 2024. As a
 
2023,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 $
117.1
million non-cash goodwill impairment
charge in restructuring,
impairment,
 
and
 
weother
 
determinedexit
 
therecosts
 
was
no
in
 
impairmentour
Consolidated
Statements
 
of
 
ourEarnings.
 
intangibleOur
 
assetsestimates
 
as
their
relatedof
 
fair
 
value
for
goodwill
impairment
testing were determined based on a discounted cash flow model and
the fair value is a Level 3 asset in the fair value hierarchy.
All other intangible
asset fair values
 
were
substantially
 
in
excess of the
 
the carrying values,
 
values, except for
 
the
True Chews
and
Uncle Toby’s
brand intangible
 
asset.assets. In addition,
 
addition, while having
 
having significant coverage
 
coverage as
of our
our fiscal 20232024
 
assessment date,
the
Progresso
,
Nudges
,
Top
Chews
,
 
and
EPIC
 
brand
intangible
assets
 
had
risk
of
decreasing
 
coverage.
We
 
will
continue
to
monitor
these
businesses
for
monitor these businesses for potential impairment.
(5) Inventories
The components of inventories were as follows:
In Millions
Feb. 26,25, 2024
May 28, 2023
May 29, 2022Finished goods
$
1,772.1
$
2,066.9
Raw materials and packaging
$501.2
560.2
$
532.0
Finished goods
1,929.7
1,634.7572.2
Grain
148.6103.3
164.0133.8
Excess of FIFO over LIFO cost
(555.2)(548.6)
(463.4)(600.9)
Total
$
2,083.31,828.0
$
1,867.32,172.0
 
(6) Risk Management Activities
 
Many commodities we
 
use in the
 
production and distribution
 
of our products
 
are exposed to
 
market price risks.
 
We
 
utilize derivatives
to manage price risk for our principal
 
ingredients and energy costs, including
 
grains (oats, wheat, and corn), oils
 
(principally soybean),
dairy products, natural
 
gas, and diesel fuel.
 
Our primary objective
 
when entering into
 
these derivative contracts
 
is to achieve
 
certainty
with
 
regard
 
to
 
the
 
future
 
price
 
of
 
commodities
 
purchased
 
for
 
use
 
in
 
our
 
supply
 
chain.
 
We
 
manage
 
our
 
exposures
 
through
 
a
combination of purchase orders, long-term
 
contracts with suppliers, exchange-traded
 
futures and options, and over-the-counter
 
options
and swaps.
 
We
 
offset
 
our exposures
 
based on
 
current and
 
projected market
 
conditions and
 
generally seek
 
to acquire
 
the inputs
 
at as
close as possible to or below our planned cost.
We
 
use derivatives
 
to manage
 
our exposure
 
to changes
 
in commodity
 
prices. We
 
do not
 
perform the
 
assessments required
 
to achieve
hedge
 
accounting
 
for
 
commodity
 
derivative
 
positions.
 
Accordingly,
 
the
 
changes
 
in
 
the
 
values
 
of
 
these
 
derivatives
 
are
 
recorded
currently in cost of sales in our Consolidated Statements of Earnings.
13
Although we do
 
not meet the
 
criteria for
 
cash flow hedge
 
accounting, we believe
 
that these instruments
 
are effective
 
in achieving our
objective of providing certainty
 
in the future price of commodities purchased
 
for use in our supply chain.
 
Accordingly, for
 
purposes of
measuring
 
segment
 
operating
 
performance,
 
these
 
gains
 
and
 
losses
 
are
 
reported
 
in
 
unallocated
 
corporate
 
items
 
outside
 
of
 
segment
operating results
 
until such time
 
time that
the exposure
 
we are managing
 
managing affects earnings.
 
earnings. At
that time,
 
we reclassify
 
the gain or
 
or loss
from
unallocated
 
corporate
 
items
 
to
 
segment
 
operating
 
profit,
 
allowing
 
our
 
operating
 
segments
 
to
 
realize
 
the
 
economic
 
effects
 
of
 
the
derivative without experiencing any resulting mark-to-market volatility,
 
which remains in unallocated corporate items.
 
Unallocated corporate items for the quarters and nine-month periods ended
 
February 25, 2024, and February 26, 2023, and February 27, 2022, included:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 26, 2023
Feb. 27, 202225, 2024
Feb. 26, 2023
Feb. 27, 202225, 2024
Feb. 26, 2023
Net (loss) gainloss on mark-to-market valuation of certain
 
 
commodity positions
$
(24.5)
$
(30.2)
$
72.3(34.3)
$
(123.4)
$
119.3
Net gainloss (gain) on commodity positions reclassified from
 
 
unallocated corporate items to segment operating profit
11.7
(21.5)
(48.1)29.5
(85.0)
(118.7)
Net mark-to-market revaluation of certain grain inventories
(12.9)
(14.9)
(44.2)(1.1)
(58.0)
15.6
Net mark-to-market valuation of certain commodity
 
 
positions recognized in unallocated corporate items
$
(25.7)
$
(66.6)
$
(20.0)(5.9)
$
(266.4)
$
16.2
As
 
of
 
February
 
26,25,
 
2023,2024,
 
the
 
net
 
notional
 
value
 
of
 
commodity
 
derivatives
 
was
 
$
448.0306.3
 
million,
 
of
 
which
 
$
153.0124.2
 
million
 
related
 
to
energy inputs and $
295.0182.1
 
million related to agricultural inputs. These contracts relate to inputs that generally
 
will be utilized within the
next
12
 
months.
AsIn
the
third
quarter
of
fiscal
2024,
in
advance
of
our
$
500.0
million
debt
issuance,
we
entered
into
and
settled
$
250.0
million
of
treasury locks, resulting in a gain of February 26, 2023, the notional value of foreign exchange derivatives was $
1,111.80.3
 
million.
We
also have net
 
investments in
 
foreign subsidiaries
 
that are denominated
 
in euros. As
 
of February
 
26, 2023,25, 2024, we
 
hedged a portion
 
of
these investments with €
2,942.82,967.5
 
million of euro-denominated bonds.
13
The
 
fair
 
values
 
of
 
the
 
derivative
 
positions
 
used
 
in
 
our
 
risk
 
management
 
activities
 
and
 
other
 
assets
 
recorded
 
at
 
fair
 
value
 
were
 
not
material as of February 26, 2023,25, 2024,
 
and were Level 1 or Level 2 assets and
 
liabilities in the fair value hierarchy.
 
We did
 
not significantly
change our valuation techniques from prior periods.
 
During
the third
quarter of
fiscal 2023,
in advance
of a
planned debt
refinancing,
we entered
into a
€
250.0
million notional
amount
forward-starting interest rate swap.
During
the
second
quarter
of
fiscal
2023,
we
entered
into
a
$
500.0
million
notional
amount
interest
rate
swap
to
convert
our
$
500.0
million fixed rate notes due
November 18, 2025
, to a floating rate.
Subsequent
to
the
end
of
the
third
quarter
of
fiscal
2023,
in
advance
of
planned
debt
refinancings,
we
entered
into
€
500.0
million
notional amount of forward-starting interest rate swaps and $
350.0
million notional amount of treasury locks.
We
 
offer
 
certain
 
suppliers
 
access
 
to
 
third
partythird-party
 
services
 
that
 
allow
 
them
 
to
 
view
 
our
 
scheduled
 
payments
 
online.
 
The
 
third-party
services also
 
allow suppliers
 
to finance
 
advances on
 
our scheduled
 
payments at
 
the sole
 
discretion of
 
the supplier
 
and the third
 
party.
We
 
have no
 
economic interest
 
in these
 
financing arrangements
 
and no
 
direct relationship
 
with the
 
suppliers, the
 
third parties,
 
or any
financial
institutions
 
concerning
these
 
services.services, including
not providing
any form
of guarantee
and not
pledging assets
as security
to
the third
parties or
financial institutions.
 
All
of
 
our
accounts
 
payable
remain
 
as
obligations
 
to
our
 
suppliers
as
 
stated
in
 
our supplier
supplieragreements. As of February
 
agreements.25, 2024, $
1,348.9
million of our total accounts
payable were payable to
suppliers who utilize these third-
party services.
 
As of
 
February 26,May 28,
 
2023, $
1,483.91,430.1
 
million of
 
our total
 
total accounts payable
 
payable were
payable
 
to suppliers
 
who utilize
these
 
third-party
services.
As
of
February
27,
2022,
$these third-
1,382.8party services.
 
million
of
our
total
accounts
payable
were
payable
to
suppliers
who
utilize these third-party services.
(7) Debt
The components of notes payable were as follows:
 
 
In Millions
Feb. 26, 202325, 2024
May 29, 202228, 2023
U.S. commercial paper
$
948.1683.3
$
694.8-
Financial institutions
11.73.4
116.631.7
Total
$
959.8686.7
$
811.431.7
To ensure availability
 
of funds, we maintain bank credit lines and have commercial paper programs
 
available to us in the United States
and Europe.
 
14
The following table details the fee-paid committed and uncommitted credit
 
lines we had available as of February 26, 2023:25, 2024:
 
In Billions
Facility
 
Amount
Borrowed
Amount
Committed credit facility expiring April 2026
$
2.7
$
-
Uncommitted credit facilities
0.6
-
Total committed
 
and uncommitted credit facilities
$
3.3
$
-
The
 
credit
 
facilities
 
contain
 
covenants,
 
including
 
a
 
requirement
 
to
 
maintain
 
a
 
fixed
 
charge
 
coverage
 
ratio
 
of
 
at
 
least
2.5
 
times.
We
were in compliance with all credit facility covenants as of February 26, 2023.25, 2024.
Long-Term
 
Debt
 
The fair values
 
values and carrying
 
carrying amounts
of long-term
 
debt, including
 
the current portion,
 
portion, were
$
9,840.911,112.5
 
million and
$
10,627.411,827.3
 
million,
respectively,
 
as of
 
February
 
26,25,
 
2023.2024.
 
The fair
 
fair value
 
of long-term
 
debt
 
was estimated
 
using
 
market quotations
 
and
 
discounted
 
cash
flows based
 
on our
 
current incremental
 
borrowing rates
 
for similar
 
types of
 
instruments. Long
 
-term debt
 
is a
 
Level 2
 
liability in
 
the
fair value hierarchy.
 
In
 
the
 
secondthird
 
quarter
of
 
fiscal
 
2023,2024,
 
we
 
issued
 
$
500.0
 
million
 
of
5.2414.7
 
percent
 
notesfixed-rate
 
notes due
November 18, 2025January 30, 2027
.
We
 
used
 
the
 
net
proceeds to repay $
500.0
million of
3.65
percent fixed-rate notes due
February 15, 2024
.
In the second
quarter of fiscal 2024,
we issued €
250.0
million of floating-rate
notes due
November 8, 2024
. We
used the net proceeds
to repay €
250.0
million of floating-rate notes due
November 10, 2023
.
In the
second quarter
of fiscal
2024, we
issued $
500.0
million of
5.5
percent fixed-rate
notes due
October 17, 2028
. We
used the
net
proceeds to repay $
400.0
million of floating-rate notes due
October 17, 2023
, and for general corporate purposes.
In the first
quarter of fiscal
2024, we issued
€
500.0
million of floating-rate
notes due
November 8, 2024
. We
used the net proceeds
to
repay €
500.0
million of floating-rate notes due
July 27, 2023
.
In the fourth quarter
of fiscal 2023, we
issued €
250.0
million of floating-rate notes
due
November 10, 2023
. We
used the net proceeds
to repay €
250.0
million of floating-rate notes due
May 16, 2023
.
In the
fourth quarter
of fiscal
2023, we
issued €
750.0
million of
3.907
percent fixed-rate
notes due
April 13, 2029
. We
used the
net
proceeds to repay €
500.0
million of
1.0
percent fixed-rate notes due
April 27, 2023
, and €
250.0
million of floating-rate notes due
May
16, 2023
.
In the fourth
quarter of fiscal
2023, we
issued $
1,000.0
million of
4.95
percent fixed-rate
notes due
March 29, 2033
. We
used the net
proceeds to repay our outstanding commercial paper and for general
corporate purposes.
In the second quarter of fiscal 2023, we issued $
500.0
million of
5.241
percent fixed-rate notes due
November 18, 2025
. We used the
net proceeds to repay a portion of our outstanding commercial paper and for general
 
corporate purposes.
In the
second quarter
of fiscal
2023, we
issued €
250.0
 
million of
floating-rate notes
due
May 16, 2023
.
We
used the
net proceeds
 
to
repay €
250.0
 
million of
0.0
 
percent fixed-rate notes due
November 11, 2022
.
In
the fourth
second quarter
of fiscal
2022,
2023, we repaid
$
850.0500.0
 
million
of
3.72.6
 
percent
fixed
rate fixed-rate notes
due
October 17, 202312, 2022
, using
proceeds
from the issuance of commercial paper.
14
In the fourth quarter of fiscal 2022, we issued €
250.0
million of
0.0
percent fixed-rate notes due
November 11, 2022
. We used the net
proceeds for general corporate purposes.
In the second quarter of fiscal 2022, we issued €
500.0
million of
0.125
percent fixed-rate notes due
November 15, 2025
. We used the
net proceeds to repay a portion of our €
500.0
million of
0.0
percent fixed-rate notes due
November 16, 2021
, and for general corporate
purposes.
In the second quarter of fiscal 2022, we issued €
250.0
million of floating-rate notes due
May 16, 2023
. We used the net proceeds
to
repay a portion of our outstanding commercial paper and for general
corporate purposes.
In the second quarter of fiscal 2022, we issued $
500.0
million of
2.25
percent notes due
October 14, 2031
. We used the net proceeds
together with proceeds from the issuance of commercial paper,
to repay $
1,000.0
million of
3.15
percent fixed-rate notes due
December 15, 2021
.
In the first quarter of fiscal 2022, we issued €
500.0
million of floating-rate notes due
July 27, 2023
. We used the net proceeds
to repay
€
500.0
million of
0.0
percent fixed-rate notes due
August 21, 2021
.
In the first quarter of fiscal 2022, we repaid €
200.0
million of
2.2
percent fixed-rate notes due
June 24, 2021
, using proceeds from the
issuance of €
50.0
million of
2.2
percent fixed-rate notes due
November 29, 2021
, and borrowings under a committed credit facility.
Certain of
 
our long-term
 
debt agreements
 
contain restrictive
 
covenants.
As of February 26, 2023,25, 2024, we were in compliance with all of
these covenants.
(8) Redeemable and Noncontrolling Interests
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 $
251.5
 
million). The
 
floating preferred return
 
rate on GMC’s
 
Class A Interests is
the
 
sum
 
of
 
the
three-month Term SOFR
 
plus
186
 
basis
 
points.
 
The
 
preferred
 
return
 
rate
 
is
 
adjusted
 
every
three years
 
through
 
a
negotiated agreement with the Class A Interest holder or through
 
a remarketing auction.
During
the
third
quarter
of
fiscal
2022,
we
completed
the
sale
of
our
interests
in
Yoplait
SAS,
Yoplait
Marques
SNC,
and
Liberté
Marques
Sàrl
to
Sodiaal
in
exchange
for
Sodiaal’s
interest
in
our
Canadian
yogurt
business,
a
modified
agreement
for
the
use
of
Yoplait
 
and
Liberté
brands in the United States and Canada, and cash. Please see Note 2 to the Consolidated
 
Financial Statements.
Up to
 
the date
of the
divestiture, Sodiaal
held the remaining
interests in
each of
the entities.
On the
acquisition date,
we recorded
the
fair value
of Sodiaal’s
4915
percent interest
in Yoplait
SAS as
a redeemable
interest on
our Consolidated
Balance Sheets.
Sodiaal had
the
right
to put
all or
a portion
of its
redeemable
interest
to us
at
fair value
until the
divestiture
closed
in the
third quarter
of fiscal
2022. In
connection with
the divestiture,
cumulative adjustments
made to
the redeemable
interest related
to the
fair value
put feature
were reversed against additional
paid-in capital, where changes
in the redemption amount
were historically recorded,
and the resulting
carrying value of the noncontrolling interests were included in the calculation
of the gain on divestiture.
A subsidiary of
Yoplait
SAS had an exclusive
milk supply agreement
for its European operations
with Sodiaal through
November 28,
2021. Net purchases totaled $
99.5
million for the six-month period ended November 28, 2021.
Our noncontrolling interests contain restrictive covenants. As of February 26, 2023,25, 2024, we were in compliance with all of these
covenants.
(9) Stockholders’ Equity
The following tables provide details of total comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
Quarter Ended
Feb. 25, 2024
Feb. 26, 2023
General Mills
Noncontrolling
Interests
General Mills
Noncontrolling
Interests
In Millions
Pretax
Tax
Net
Net
Pretax
Tax
Net
Net
Net earnings, including earnings
attributable to noncontrolling interests
$
670.1
$
6.2
$
553.1
$
4.8
Other comprehensive income (loss):
Foreign currency translation
$
10.7
$
(8.1)
2.6
(0.2)
$
3.4
$
9.0
12.4
0.1
Other fair value changes:
Hedge derivatives
(8.8)
1.9
(6.9)
-
(6.3)
0.6
(5.7)
-
Reclassification to earnings:
Hedge derivatives (a)
(0.3)
0.2
(0.1)
-
23.1
(4.2)
18.9
-
Amortization of losses and
prior service costs (b)
11.5
(2.4)
9.1
-
18.1
(4.2)
13.9
-
Other comprehensive income (loss)
$
13.1
$
(8.4)
4.7
(0.2)
$
38.3
$
1.2
39.5
0.1
Total comprehensive income
$
674.8
$
6.0
$
592.6
$
4.9
(a)
(Gain) loss 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.
(b)
Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15
(9) Stockholders’ Equity
The following tables provide details of total comprehensive income:
QuarterNine-Month Period Ended
QuarterNine-Month Period Ended
Feb. 25, 2024
Feb. 26, 2023
Feb. 27, 2022
General Mills
Noncontrolling
Interests
General Mills
Noncontrolling
Interests
In Millions
Pretax
Tax
Net
Net
Pretax
Tax
Net
Net
Net earnings, including earnings
 
 
attributable to noncontrolling interests
 
$
553.11,939.1
$
4.819.8
$
660.31,979.0
$
2.310.5
Other comprehensive income (loss): income:
Foreign currency translation
$
3.4(43.7)
$
9.05.5
12.4(38.2)
0.10.2
$
(125.7)(83.3)
$
3.2(14.8)
(122.5)(98.1)
-(0.6)
Other fair value changes:
Hedge derivatives
(6.3)(9.0)
0.61.7
(5.7)(7.3)
-
(23.9)(29.3)
(6.9)6.1
(30.8)(23.2)
-
Reclassification to earnings:
Foreign currency translation (a)
-
-
-
-
342.2(7.4)
-
342.2(7.4)
-
Hedge derivatives (b)
23.1(5.0)
(4.2)2.7
18.9(2.3)
-
23.123.0
7.1(4.5)
30.218.5
-
Amortization of losses and
 
prior service costs (c)
18.134.5
(4.2)(7.1)
13.927.4
-
28.854.6
(6.5)(12.4)
22.342.2
-
Other comprehensive (loss) income
$
38.3(23.2)
$
1.22.8
39.5(20.4)
0.10.2
$
244.5(42.4)
$
(3.1)(25.6)
241.4(68.0)
-(0.6)
Total comprehensive income
$
592.61,918.7
$
4.920.0
$
901.71,911.0
$
2.39.9
(a)
 
LossGain reclassified from AOCI into earnings is reported in the divestitures gain.gain, net.
(b)
 
Loss(Gain) loss 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.
Nine-Month Period Ended
Nine-Month Period Ended
Feb. 26, 2023
Feb. 27, 2022
General Mills
Noncontrolling
Interests
General Mills
Noncontrolling
Interests
Redeemable
Interest
In Millions
Pretax
Tax
Net
Net
Pretax
Tax
Net
Net
Net
Net earnings, including earnings
attributable to redeemable and
noncontrolling interests
$
1,979.0
$
10.5
$
1,884.5
$
7.2
$
17.5
Other comprehensive (loss) income:
Foreign currency translation
$
(83.3)
$
(14.8)
(98.1)
(0.6)
$
(166.6)
$
53.7
(112.9)
(25.0)
(47.0)
Other fair value changes:
Hedge derivatives
(29.3)
6.1
(23.2)
-
8.0
(18.9)
(10.9)
-
0.5
Reclassification to earnings:
Foreign currency translation (a)
(7.4)
-
(7.4)
-
342.2
-
342.2
-
-
Hedge derivatives (b)
23.0
(4.5)
18.5
-
23.0
11.6
34.6
-
(0.2)
Amortization of losses and
prior service costs (c)
54.6
(12.4)
42.2
-
68.8
(15.3)
53.5
-
-
Other comprehensive (loss) income
$
(42.4)
$
(25.6)
(68.0)
(0.6)
$
275.4
$
31.1
306.5
(25.0)
(46.7)
Total comprehensive income (loss)
$
1,911.0
$
9.9
$
2,191.0
$
(17.8)
$
(29.2)
(a)
(Gain) loss reclassified from AOCI into earnings is reported in the divestitures gain.
(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.
Accumulated other comprehensive loss balances, net of tax effects,
 
were as follows:
 
In Millions
Feb. 26, 202325, 2024
May 29, 202228, 2023
Foreign currency translation adjustments
$
(696.2)(746.8)
$
(590.7)(708.6)
Unrealized (loss) gain from hedge derivatives
18.6(3.7)
23.35.9
Pension, other postretirement, and postemployment benefits:
Net actuarial loss
(1,459.1)(1,630.1)
(1,513.4)(1,670.6)
Prior service credits
98.283.3
110.396.4
Accumulated other comprehensive loss
$
(2,038.5)(2,297.3)
$
(1,970.5)(2,276.9)
 
(10) Stock Plans
We
 
have various
 
stock-based compensation
 
programs under
 
which awards,
 
including stock
 
options, restricted
 
stock, restricted
 
stock
units, and performance
 
awards, may be granted
 
to employees and non-employee
 
directors. These programs
 
and related accounting
 
are
described in Note
 
12 to the
 
Consolidated Financial
 
Statements included
 
in our Annual
 
Report on Form
 
10-K for the
 
fiscal year ended
May 29, 2022.28, 2023.
 
 
 
 
 
16
16
Compensation expense related to stock-based payments recognized
 
in the Consolidated Statements of Earnings was as follows:
 
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 26, 2023
Feb. 27, 202225, 2024
Feb. 26, 2023
Feb. 27, 202225, 2024
Feb. 26, 2023
Compensation expense related to stock-based payments
$
18.2
$
29.1
$
31.476.7
$
86.7
$
78.9
Compensation
expense
related
to
stock-based
payments
recognized
in
the
Consolidated
Statements
of
Earnings
includes
amounts
recognized in restructuring, impairment, and other exit costs in fiscal 2022.
Windfall tax benefits from stock-based payments
 
in income tax expense in our Consolidated Statements of Earnings were as follows:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 26, 2023
Feb. 27, 202225, 2024
Feb. 26, 2023
Feb. 27, 202225, 2024
Feb. 26, 2023
Windfall tax benefits from stock-based payments
$
1.2
$
6.2
$
6.710.1
$
24.6
$
13.0
As
 
of
 
February
 
26,25,
 
2023,2024,
 
unrecognized
 
compensation
 
expense
 
related
 
to
 
non-vested
 
stock
 
options,
 
restricted
 
stock
 
units,
 
and
performance share units was $
133.1130.7
 
million. This expense will be recognized over
2021
 
months, on average.
Net cash proceeds from the exercise of stock options
 
less shares used for withholding taxes and the intrinsic
 
value of options exercised
were as follows:
 
Nine-Month Period Ended
In Millions
Feb. 26, 202325, 2024
Feb. 27, 202226, 2023
Net cash proceeds
$
168.011.1
$
96.2168.0
Intrinsic value of options exercised
$
81.83.4
$
44.481.8
We estimate the fair value of each stock option on the grant date using a Black-Scholes option-pricing model. Black-Scholes option-
pricing models require us to make predictive assumptions regarding future stock price volatility, employee exercise behavior, and
dividend yield. We estimate our future stock price volatility using the historical volatility over the expected term of the option,
excluding time periods of volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We
also have considered, but did not use, implied volatility in our estimate, because trading activity in options on our stock, especially
those with tenors of greater than 6 months, is insufficient to provide a reliable measure of expected volatility. Our method of selecting
the other valuation assumptions is explained in Note 12 to the Consolidated Financial Statements included in our Annual Report on
Form 10-K for the fiscal year ended May 29, 2022.28, 2023.
The
 
estimated
 
fair
 
values
 
of
 
stock
 
options
 
granted
 
and
 
the
 
assumptions
 
used
 
for
 
the
 
Black-Scholes
 
option-pricing
 
model
 
were
 
as
follows:
Nine-Month Period Ended
Feb. 26, 202325, 2024
Feb. 27, 202226, 2023
Estimated fair values of stock options granted
 
$
14.1617.47
$
8.7714.16
Assumptions:
Risk-free interest rate
3.34.0
%
1.53.3
%
Expected term
8.5
years
8.5
years
Expected volatility
20.921.5
%
20.220.9
%
Dividend yield
3.12.8
%
3.43.1
%
The total grant date fair value of restricted stock unit awards that vested during
 
the period was as follows:
Nine-Month Period Ended
In Millions
Feb. 26, 202325, 2024
Feb. 27, 202226, 2023
Total grant date fair
 
value
$
105.491.1
$
79.0105.4
 
17
(11) Earnings Per Share
Basic and diluted earnings per share (EPS) were calculated using the following:
Quarter Ended
Nine-Month Period Ended
In Millions, Except per Share Data
Feb. 25, 2024
Feb. 26, 2023
Feb. 25, 2024
Feb. 26, 2023
Net earnings attributable to General Mills
$
670.1
$
553.1
$
1,939.1
$
1,979.0
Average number
of common shares – basic EPS
569.5
592.5
578.6
596.2
Incremental share effect from: (a)
Stock options
1.3
3.7
1.8
3.6
Restricted stock units and performance share units
2.0
2.8
2.1
2.6
Average number
of common shares – diluted EPS
572.8
599.0
582.5
602.4
Earnings per share – basic
$
1.18
$
0.94
$
3.35
$
3.32
Earnings per share – diluted
$
1.17
$
0.92
$
3.33
$
3.28
(a)
Incremental
shares
from
stock
options,
restricted
stock
units,
and
performance
share
units
are
computed
by
the
treasury
stock
method.
Stock
options,
restricted
stock
units,
and
performance
share
units
excluded
from
our
computation
of
diluted
EPS
because
they
were not dilutive were as follows
:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 25, 2024
Feb. 26, 2023
Feb. 25, 2024
Feb. 26, 2023
Anti-dilutive stock options, restricted stock units, and
performance share units
4.2
0.8
2.6
0.9
(12) Share Repurchases
Share repurchases were as follows:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 25, 2024
Feb. 26, 2023
Feb. 25, 2024
Feb. 26, 2023
Shares of common stock
4.7
2.9
23.5
15.0
Aggregate purchase price
$
303.1
$
251.0
$
1,616.6
$
1,152.3
(13) Statements of Cash Flows
Our Consolidated Statements of Cash Flows include the following:
Nine-Month Period Ended
In Millions
Feb. 25, 2024
Feb. 26, 2023
Net cash interest payments
$
294.6
$
225.6
Net income tax payments
$
462.3
$
538.4
18
(14) Retirement and Postemployment Benefits
Components of net periodic benefit expense (income) are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17
(11) Earnings Per Share
Basic and diluted earnings per share (EPS) were calculated using the following:
Quarter Ended
Nine-Month Period Ended
In Millions, Except per Share Data
Feb. 26, 2023
Feb. 27, 2022
Feb. 26, 2023
Feb. 27, 2022
Net earnings attributable to General Mills
$
553.1
$
660.3
$
1,979.0
$
1,884.5
Average number
of common shares - basic EPS
592.5
606.8
596.2
608.6
Incremental share effect from: (a)
Stock options
3.7
2.9
3.6
2.4
Restricted stock units and performance share units
2.8
2.7
2.6
2.5
Average number
of common shares - diluted EPS
599.0
612.4
602.4
613.5
Earnings per share – basic
$
0.94
$
1.09
$
3.32
$
3.10
Earnings per share – diluted
$
0.92
$
1.08
$
3.28
$
3.07
(a)
Incremental
shares
from
stock
options,
restricted
stock
units,
and
performance
share
units
are
computed
by
the
treasury
stock
method.
Stock
options,
restricted
stock
units,
and
performance
share units
excluded
from
our
computation
of
diluted
EPS
because
they
were not dilutive were as follows
:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 26, 2023
Feb. 27, 2022
Feb. 26, 2023
Feb. 27, 2022
Anti-dilutive stock options, restricted stock units, and
performance share units
0.8
1.0
0.9
4.5
(12) Share Repurchases
Share repurchases were as follows:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 26, 2023
Feb. 27, 2022
Feb. 26, 2023
Feb. 27, 2022
Shares of common stock
2.9
2.6
15.0
8.8
Aggregate purchase price
$
251.0
$
175.5
$
1,152.3
$
550.5
(13) Statements of Cash Flows
Our Consolidated Statements of Cash Flows include the following:
Nine-Month Period Ended
In Millions
Feb. 26, 2023
Feb. 27, 2022
Net cash interest payments
$
225.6
$
234.2
Net income tax payments
$
538.4
$
397.3
18
(14) Retirement and Postemployment Benefits
Components of net periodic benefit expense (income) are as follows:
Defined Benefit
Pension Plans
Other Postretirement
 
Benefit Plans
Postemployment
Benefit Plans
Quarter Ended
Quarter Ended
Quarter Ended
In Millions
Feb. 26,25,
2023
Feb. 27,
20222024
Feb. 26,
2023
Feb. 27,25,
20222024
Feb. 26,
2023
Feb. 27,25,
20222024
Feb. 26,
2023
Service cost
$
14.5
$
17.6
$
23.21.1
$
1.4
$
2.01.8
$
2.1
$
1.8
Interest cost
74.1
64.6
46.05.3
4.5
3.11.0
0.7
0.4
Expected return on plan assets
(104.5)
(105.0)
(102.8)(8.6)
(7.7)
(6.6)
-
-
Amortization of losses (gains)
21.6
28.3
35.7(5.1)
(4.9)
(2.7)-
0.1
0.8
Amortization of prior service costs (credits)
0.4
0.20.4
(5.5)
(5.9)
(5.3)
0.1
0.1
Other adjustments
-
-
-
-
3.22.6
4.03.2
Net expense (income)
$
6.1
$
5.9
$
2.3(12.8)
$
(12.6)
$
(9.5)5.5
$
6.2
$
7.1
Defined Benefit
 
Pension Plans
Other Postretirement
 
Benefit Plans
Postemployment
Benefit Plans
Nine-Month
Period Ended
Nine-Month
Period Ended
Nine-Month
Period Ended
In Millions
Feb. 26,25,
2023
Feb. 27,
20222024
Feb. 26,
2023
Feb. 27,25,
20222024
Feb. 26,
2023
Feb. 27,25,
20222024
Feb. 26,
2023
Service cost
$
43.1
$
52.7
$
70.43.5
$
4.0
$
5.85.5
$
6.3
$
5.3
Interest cost
222.4
193.8
138.416.0
13.5
9.43.0
2.3
1.1
Expected return on plan assets
(313.4)
(315.0)
(308.5)(26.0)
(23.3)
(20.0)
-
-
Amortization of losses (gains)
64.6
85.0
106.1(15.3)
(14.6)
(8.1)(0.1)
0.2
2.3
Amortization of prior service costs (credits)
1.3
1.1
0.6(16.4)
(17.4)
(15.7)
0.30.4
0.3
Other adjustments
-
-
-
-
9.17.8
9.79.1
Curtailment gain
-
(14.3)(3.4)
-
(5.7)-
-
-
-
Net expense (income)
$
14.6
$
17.6
$
(7.3)(38.2)
$
(37.8)
$
(34.3)16.6
$
18.2
$
18.7
 
(15) Income Taxes
During the
second quarter
of fiscal
2024, we
received a
notice of
proposed adjustment
from the
Internal Revenue
Service associated
with a capital loss
from fiscal 2019.
We
believe that we
have meritorious defenses
against this assessment
and will vigorously
defend
our
position. We
do
not
expect
the
resolution
of
the
proposed
adjustment
to
have
a
material
impact
on
our
financial
position
or
liquidity.
During
 
the
 
first
 
quarter
 
of
 
fiscal
 
2023,
 
the
 
Inflation
 
Reduction
 
Act
 
(IRA)
 
was
 
signed
 
into
 
law.
 
The
 
IRA
 
introduces
 
a
 
Corporate
Alternative Minimum Tax
 
beginning in our fiscal 2024
 
and an excise tax on the
 
repurchase of corporate
 
stock starting after January
 
1,
2023.
 
WeThe
 
do IRA
does
not
 
currently expect the
IRA to have
 
a
material
impact
 
on
our
financial
 
results,
including
our
 
annual estimated effective
tax rate, or on our liquidity.
 
The amount of excise tax onestimated
 
the repurchase of corporate stock
was immaterial in the third quarter
of fiscal
2023.
We will continue
to monitor and assess the impact the IRA may have on our business and financial results.
During fiscal
2022, the
Brazilian tax
authority,
Secretaria da
Receita Federal
do Brasil
(RFB), concluded
audits of
our 2012
through
2018effective
 
tax
 
returnrates
 
years.
These
audits
included
a
review
of
our
determinations
of
amortization
of
certain
goodwill
arising
from
theand
acquisition of
liquidity.
Yoki
Alimentos S.A.
The RFB
has proposed
adjustments that
effectively
eliminate the
goodwill amortization
benefits
related to this transaction. We
believe we have meritorious defenses and intend to continue to contest the disallowance
for all years.
(16) Contingencies
During
 
fiscal
 
2020,
 
we
 
received
 
notice
 
from
 
the
 
tax
 
authorities of
 
the
 
State of
 
São
 
Paulo,
 
Brazil
 
regarding
 
our
 
compliance
 
with
 
its
state sales tax requirements.
 
As a result, we
 
have been assessed additional
 
state sales taxes, interest,
 
and penalties. We
 
believe that we
have
 
meritorious
 
defenses
 
against
 
this
 
claim
 
and
 
will
 
vigorously
 
defend
 
our
 
position.
 
As
 
of
 
February
 
26,25,
 
2023,2024,
 
we
 
are
 
unable
 
to
estimate any possible loss and have not recorded a loss contingency for
 
this matter.
(17) Business Segment and Geographic Information
We
 
operate
 
in
 
the
 
packaged
 
foods
 
industry.
 
In
fiscal
2022,
we
completed
a
new
organization
structure
to
streamline
our
global
operations.
This
global
reorganization
required
us
to
reevaluate
ourOur
 
operating
 
segments.segments
 
Underare
 
ouras
 
newfollows:
 
organizationNorth
 
structure,America
 
ourRetail,
International,
Pet,
and
North America Foodservice.
19
 
 
 
 
 
 
 
 
19
chief operating decision maker assesses performance
and makes decisions about resources to be allocated to
our operating segments as
follows: North America Retail, International,
Pet, and North America Foodservice.
We
have restated
our net
sales by segment
and segment
operating profit
to reflect our
previously reported
operating segment
change.
These
segment
changes
had
no
effect
on
previously
reported
consolidated
net
sales,
operating
profit,
net
earnings
attributable
to
General Mills, or earnings per share.
Our North America Retail
 
operating segment reflects business
 
with a wide variety of
 
of grocery stores, mass merchandisers,
membership
stores,
 
natural
 
food
 
chains,
 
drug,
 
dollar
 
and
 
discount
 
chains,
 
convenience
 
stores,
 
and
 
e-commerce
 
grocery
 
providers.
 
Our
 
product
categories
 
in
 
this
 
business
 
segment
 
include
 
ready-to-eat
 
cereals,
 
refrigerated
 
yogurt,
 
soup,
 
meal
 
kits,
 
refrigerated
 
and
 
frozen
 
dough
products,
 
dessert
 
and
 
baking
 
mixes,
 
frozen
 
pizza
 
and
 
pizza
 
snacks,
 
snack
 
bars,
 
fruit
 
snacks,
 
savory
 
snacks,
 
and
 
a
 
wide
 
variety
 
of
organic products
including ready-to-eat
cereal, frozen
 
and shelf-stable vegetables,
meal kits, fruit
snacks, and snack
bars, and
refrigerated
yogurt. bars.
Our
 
International
 
operating
 
segment
 
consists
 
of
 
retail
 
and
 
foodservice
 
businesses
 
outside
 
of
 
the
 
United
 
States
 
and
 
Canada.
 
Our
product categories include super-premium
 
ice cream and frozen desserts, meal kits, salty snacks,
 
snack bars, dessert and baking mixes,
shelf-stable
vegetables,
and
 
shelfpet
 
stablefood
 
vegetables.products.
 
We
 
also
 
sell
 
super-premium
 
ice
 
cream
 
and
 
frozen
 
desserts
 
directly
 
to
 
consumers
through
owned
 
retail
shops. Our
 
International segment
 
also includes products
 
products manufactured in
 
in the United States
 
States for
export, mainly
 
to
Caribbean
and Latin
American markets, as well as products we
 
products we manufacture
for sale to our international
joint ventures. Revenues from
 
from
export activities are
reported in the region or country where the end customer
is located.
Our Pet operating segment includes
 
pet food products sold primarily in the
 
United States and Canada in national
 
pet superstore chains,
e-commerce retailers,
 
grocery stores,
 
regional pet
 
store chains,
 
mass merchandisers,
 
and veterinary
 
clinics and
 
hospitals. Our
 
product
categories include dog and cat food (dry
 
foods, wet foods, and treats) made with
 
whole meats, fruits, vegetables and other
 
high-quality
natural
 
ingredients.
 
Our
 
tailored
 
pet
 
product
 
offerings
 
address
 
specific
 
dietary,
 
lifestyle,
 
and
 
life-stage
 
needs
 
and
 
span
 
different
product types, diet types, breed sizes for dogs, lifestages, flavors, product
 
functions,
and textures and cuts for wet foods.
Our
 
North
 
America
 
Foodservice
 
segment
 
consists
 
of
 
foodservice
 
businesses
 
in
 
the
 
United
 
States
 
and
 
Canada.
 
Our
 
major
 
product
categories
 
in
 
our
 
North
 
America
 
Foodservice
 
operating
 
segment
 
are
 
ready-to-eat
 
cereals,
 
snacks,
 
refrigerated
 
yogurt,
 
frozen
 
meals,
unbaked and
 
fully baked
 
frozen dough products,
 
baking mixes,
 
and bakery
 
flour.
 
Many products we
 
sell are branded
 
to the consumer
and nearly
 
all are
 
branded to
 
our customers.
 
We
 
sell to
 
distributors and
 
operators in
 
many customer
 
channels including
 
foodservice,
vending, and supermarket bakeries.
Operating profit
 
for these
 
segments excludes
 
unallocated corporate
 
items, gain
 
or loss
 
on divestitures,
 
and restructuring,
 
impairment,
and
other
 
exit
costs.
 
Results from
certain businesses
managed by
our Gold
Medal Ventures
entity are
included within
corporate and
other net
sales and
unallocated corporate
items within
operating
profit. Unallocated
 
corporate
items
 
also include
 
corporate overhead
overhead
expenses,
 
variances
 
to
 
planned
 
North
 
American
employee
 
benefits
 
and
 
incentives,
 
certain
 
charitable
 
contributions,
 
restructuring
initiative
 
project-related
 
costs,
 
gains
 
and
 
losses
 
on
corporate
corporate
investments,
 
and
other
 
items
that
 
are
not
 
part
of
 
our
measurement
 
of
segment
operating performance.
 
These include
gains
and
 
losses
arising
from
the
 
revaluation
of
certain
grain
 
inventories
and
gains
 
and
losses
 
from
 
mark-to-market
 
valuation
 
of
 
certain
commodity
commodity
positions
 
until
passed
back
 
to
our
operating
 
segments. These items
 
These
items
affecting
operating
 
profit
are
centrally
 
managed
at
 
the
corporate
 
level
 
and
 
are
 
excluded
 
from
 
the
 
measure
 
of
 
segment
 
profitability
reviewed
 
by
executive
 
management.
 
Under our
supply chain
organization,
our manufacturing,
warehouse,
and distribution
activities
are
substantially
integrated
across
 
our
 
supply
chain organization, our manufacturing,operations
 
warehouse, and distribution activities are substantially integratedin
 
across our operations in order
to
to
maximize
 
efficiency
 
and
productivity.
 
As
a
 
result,
fixed
 
assets and
 
and
depreciation and amortization expenses are neither maintained nor available
 
amortization expenses
are neither
maintained
nor available by operating segment.
20
Our operating segment results were as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 25, 2024
Feb. 26, 2023
Feb. 25, 2024
Feb. 26, 2023
Net sales:
North America Retail
$
3,242.1
$
3,232.0
$
9,620.1
$
9,593.9
International
680.1
700.6
2,079.0
2,024.8
Pet
624.5
645.5
1,773.7
1,818.3
North America Foodservice
551.7
547.8
1,669.7
1,627.2
Total segment net
sales
$
5,098.4
$
5,125.9
$
15,142.5
$
15,064.2
Corporate and other
0.8
-
0.8
-
Total net sales
$
5,099.2
$
5,125.9
$
15,143.3
$
15,064.2
Operating profit:
North America Retail
$
752.2
$
786.9
$
2,410.3
$
2,401.8
International
18.2
42.4
102.8
95.0
Pet
128.3
102.6
342.0
312.3
North America Foodservice
81.7
82.4
236.3
217.5
Total segment operating
profit
$
980.4
$
1,014.3
$
3,091.4
$
3,026.6
Unallocated corporate items
63.9
296.4
308.3
841.5
Divestitures gain, net
-
(13.7)
-
(444.6)
Restructuring, impairment, and other exit costs
5.8
1.4
130.6
14.1
Operating profit
$
910.7
$
730.2
$
2,652.5
$
2,615.6
Net sales for our North America Retail operating units were as follows:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 25, 2024
Feb. 26, 2023
Feb. 25, 2024
Feb. 26, 2023
U.S. Meals & Baking Solutions
$
1,168.5
$
1,185.3
$
3,453.7
$
3,456.2
U.S. Morning Foods
940.7
918.6
2,725.4
2,731.1
U.S. Snacks
869.2
883.5
2,660.0
2,663.6
Canada
263.7
244.6
781.0
743.0
Total
$
3,242.1
$
3,232.0
$
9,620.1
$
9,593.9
Net sales by class of similar products were as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20
Our operating segment results were as follows:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 26, 2023
Feb. 27, 202225, 2024
Feb. 26, 2023
Feb. 27, 202225, 2024
Net sales:Feb. 26, 2023
North America RetailSnacks
$
3,232.01,052.4
$
2,811.91,065.5
$
9,593.93,226.4
$
8,567.13,236.7
InternationalCereal
700.6843.4
721.0801.9
2,024.82,438.2
2,566.02,427.5
Convenient meals
840.2
815.6
2,290.8
2,281.2
Dough
605.1
644.8
1,915.1
1,855.2
Pet
645.5627.6
567.7646.2
1,818.31,779.8
1,649.11,820.7
North America FoodserviceBaking mixes and ingredients
547.8507.5
437.1517.7
1,627.21,536.3
1,319.41,554.9
Yogurt
367.0
378.0
1,100.3
1,081.5
Super-premium ice cream
142.0
148.2
534.3
496.6
Other
114.0
108.0
322.1
309.9
Total
$
5,099.2
$
5,125.9
$
4,537.715,143.3
$
15,064.2
$
14,101.6
Operating profit:
North America Retail
$
786.9
$
611.5
$
2,401.8
$
1,935.5
International
42.4
35.9
95.0
155.9
Pet
102.6
110.6
312.3
357.3
North America Foodservice
82.4
35.2
217.5
174.9
Total segment operating
profit
$
1,014.3
$
793.2
$
3,026.6
$
2,623.6
Unallocated corporate items
296.4
140.9
841.5
328.9
Divestitures gain, net
(13.7)
(170.1)
(444.6)
(170.1)
Restructuring, impairment, and other exit costs
1.4
7.1
14.1
5.1
Operating profit
$
730.2
$
815.3
$
2,615.6
$
2,459.7
Net sales for our North America Retail operating units were as follows:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 26, 2023
Feb. 27, 2022
Feb. 26, 2023
Feb. 27, 2022
U.S. Meals & Baking Solutions
$
1,185.3
$
968.0
$
3,456.2
$
3,032.6
U.S. Morning Foods
918.6
858.0
2,731.1
2,514.4
U.S. Snacks
883.5
745.0
2,663.6
2,282.3
Canada
244.6
240.9
743.0
737.8
Total
$
3,232.0
$
2,811.9
$
9,593.9
$
8,567.1
Net sales by class of similar products were as follows:
Quarter Ended
Nine-Month Period Ended
In Millions
Feb. 26, 2023
Feb. 27, 2022
Feb. 26, 2023
Feb. 27, 2022
Snacks
$
1,065.5
$
925.3
$
3,236.7
$
2,827.4
Cereal
801.9
754.4
2,427.5
2,227.6
Convenient meals
815.6
772.8
2,281.2
2,258.1
Dough
644.8
446.6
1,855.2
1,458.8
Pet
646.2
568.1
1,820.7
1,649.5
Baking mixes and ingredients
517.7
465.9
1,554.9
1,379.4
Yogurt
378.0
349.3
1,081.5
1,362.3
Super-premium ice cream
148.2
151.4
496.6
596.2
Other
108.0
103.9
309.9
342.3
Total
$
5,125.9
$
4,537.7
$
15,064.2
$
14,101.6
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21
Item 2.
 
Management’s Discussion and Analysis
 
of Financial Condition and Results of Operations.
INTRODUCTION
This
 
Management’s
 
Discussion
 
and
 
Analysis
 
of
 
Financial
 
Condition
 
and
 
Results
 
of
 
Operations
 
(MD&A)
 
should
 
be
 
read
 
in
conjunction
 
with
 
the
 
MD&A
 
included
 
in
 
our
 
Annual
 
Report
 
on
 
Form
 
10-K
 
for
 
the
 
fiscal
 
year
 
ended
 
May
 
29,28,
 
20222023,
 
for
 
important
background
 
regarding,
 
among other
 
things, our
 
key business
 
drivers.
 
Significant
 
trademarks and
 
service marks
 
used in
 
our business
are set forth in
italics
herein. Certain terms used throughout this report are defined in the
 
“Glossary” section below.
We expect
 
expect the largest
factors impacting our performance
 
performance in fiscal 2023 2024
will be the economic
 
the economic health of consumers, the
 
inflationary costmoderating rate
environment, and the frequency andof
 
severity of disruptions in the supplyinput
 
chain. Wecost
 
anticipate double-digit input cost inflation,
in fiscal
2023
 
and
 
arethe
 
addressingincreasing
stability
of
the
supply
chain
environment.
We
anticipate
input
cost
 
inflation
 
headwindsof
approximately
 
with4
percent
in
fiscal
2024
and
expect
to
generate
higher
levels
of
 
Holistic
 
Margin
 
Management
 
(HMM)
 
cost
 
savings
and
net
price
realization
generated
through
our
Strategic
Revenue
Management
(SRM)
capability.
We
are
planning
for
volume
elasticities
to
increase
but
remain below historical levels and supply chain disruptions to slowly moderate
in fiscal 2023 compared to fiscal 2022 levels.2023.
CONSOLIDATED
 
RESULTS
 
OF OPERATIONS
Third Quarter Results
In
the
third
quarter
of
fiscal
2023, 2024,
 
net sales and organic net sales decreased
 
sales1 percent compared to the same period
last year. Operating
profit
 
increased
 
13 percent
and
organic
net
sales
increased
1625
 
percent
 
compared
to
the
same
period last
year.
Operating profit
decreased 10
percent to
 
$730 million,911
 
primarily driven
by higher
input costs,
an increase
in selling,
general
and
administrative
(SG&A)
expenses,
a
lower
net
gain
on
divestitures,
and
an
unfavorable
change
to
the
mark-to-market
valuation of
certain commodity
positions and
grain inventories,
partially offset
by favorable
net price
realization and
mix. Operating
profit margin of 14.2 percent decreased
380 basis points. Adjusted operating profit of
$807 million, increased 20 percent on
a constant-
currency
basis,
 
primarily
 
driven
 
by
favorable
 
net
price
 
realization
 
and
 
mix,
 
a
decrease
in
certain
compensation
and
benefits
expenses,
a
favorable
change
in the
mark-to-market
valuation
of
certain
commodity
positions
and
grain
inventories,
and
net
recoveries
from
the
fiscal
2023
voluntary
recall
on
certain
international
Häagen-Dazs
ice
cream
products,
partially
 
offset
 
by
higher
 
input
 
costs
 
and
 
an increasea
decrease
 
in
SG&A
 
expenses.contributions
from
volume
growth.
Operating
profit
margin
of
17.9
percent
increased
370
basis
points.
 
Adjusted
 
operating
 
profit
 
marginof
$914
million
 
increased
 
8014
 
basis
points
to
15.7
percent.
Diluted
earnings
per
share
of
$0.92
decreased
15
percent
in
the
third
quarter
of
fiscal
2023.
Adjusted
diluted
earnings
per
share
of
$0.97
increased
17 percent
 
on
 
a
constant-currency
constant-currency
basis,
 
compared toprimarily
driven
 
by
favorable
net
price
realization
and
mix
and
a
decrease
in
certain
compensation
and
benefits
expenses,
partially
offset
by
higher input costs and
a decrease in contributions
from volume growth.
Adjusted operating profit margin
increased 220 basis points to
17.9 percent. Diluted earnings per
share of $1.17 increased 27 percent
in the third quarter of fiscal
 
quarter2024. Adjusted diluted earnings per
share of
 
$1.17 increased
22 percent
on a
constant-currency
basis compared
to the
third quarter
of fiscal 2022.
2023.
 
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 the third quarter of
 
fiscal 20232024 follows:
 
Quarter Ended Feb. 26, 202325, 2024
In millions,
except per share
Quarter Ended
Feb. 26, 202325, 2024 vs.
Feb. 27, 202226, 2023
Percent
of Net
Sales
Constant-
Currency
Growth (a)
Net sales
 
$
5,125.95,099.2
13(1)
%
Operating profit
730.2910.7
(10)25
%
14.217.9
%
Net earnings attributable to General Mills
553.1670.1
(16)21
%
Diluted earnings per share
$
0.921.17
(15)27
%
Organic net sales growth rate (a)
16(1)
%
Adjusted operating profit (a)
807.0914.5
1913
%
15.717.9
%
2014
%
Adjusted diluted earnings per share (a)
$
0.971.17
1521
%
1722
%
(a)
 
See the "Non-GAAP Measures"“Non-GAAP Measures” section below for our use of measures not defined by
 
by GAAP.
Consolidated
net sales
 
were as follows:
 
Quarter Ended
Feb. 25, 2024
Feb. 25, 2024 vs.
Feb. 26, 2023
Feb. 26, 2023 vs.
Feb. 27, 2022
Feb. 27, 2022
Net sales (in millions)
$
5,125.95,099.2
13%(1)
%
$
4,537.75,125.9
Contributions from volume growth (a)
Flat(2)
pts
Net price realization and mix
142
pts
Foreign currency exchange
(1)
ptFlat
Note: Table may
 
not foot due to rounding.
(a)
 
Measured in tons based on the stated weight of our product shipments.
Net sales
in the
third quarter
of fiscal
2024 decreased
1 percent
compared to
 
the thirdsame
 
quarter ofperiod in
 
fiscal 2023,
 
increased 13driven by
 
percent compared
to the
same perioda decrease
 
in fiscal
contributions from volume growth, partially offset by
 
2022, driven
by favorable
net
price realization and mix, partially offset by unfavorable
foreign currency exchange.mix.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22
Components of organic net sales growth are shown in the following
 
table:
 
 
Quarter Ended Feb. 26, 202325, 2024 vs.
Quarter Ended Feb. 27, 202226, 2023
Contributions from organic volume growth (a)
Flat(2)
pts
Organic net price realization and mix
162
pts
Organic net sales growth
16(1)
ptspt
Foreign currency exchange
(1)Flat
pt
AcquisitionsAcquisition and divestitures
(2)
ptsFlat
Net sales growth
13(1)
ptspt
Note: Table may
 
not foot due to rounding.
(a)
 
Measured in tons based on the stated weight of our product shipments.
Organic
 
net
 
sales
 
increaseddecreased
 
161
 
percent
 
in
 
the
 
third
 
quarter
 
of
 
fiscal
 
20232024
 
compared
 
to
 
the
 
same
 
period
 
in
 
fiscal
 
20222023,
 
driven
 
by
a
decrease in contributions from organic volume growth,
partially offset by favorable organic net price realization
and mix.
Cost of
 
sales
increased $327decreased $69 million
 
to $3,461$3,392
 
million in the
 
the third quarter
 
quarter of
fiscal 20232024
 
compared to
 
the same
 
period in fiscal
 
2022.fiscal 2023.
The
 
increasedecrease
 
was primarily
 
driven
 
by
 
a $74
 
$290 million
 
increasedecline
 
attributable
 
to
 
productlower
 
rate and
mix,volume,
 
partially
 
offset
 
by
 
a
 
$10 million
decrease attributable46
 
to lower volume.million
 
increase
attributable to product
rate and mix. We
 
recorded a $67$26 million
 
million net increase in cost
 
in cost of
sales related to
 
the mark-to-market valuation
 
valuationof
of certain
 
commodity
positions
 
and
grain
 
inventories
in
 
the third
 
quarter of
 
fiscal 2023
2024,
 
compared
to
 
a $20 $67
million
 
net increase
 
in
the
third quarter of fiscal 2022.2023.
 
Divestitures gain, net
 
totaled $14 million in
the third quarter of fiscal 2023,2023.
Selling, general,
 
compared and administrative
(SG&A)
expenses
decreased
$156 million
to $170$791 million recorded
 
in the
third quarter of
fiscal 2022.
 
Inof fiscal
 
2022,
we sold
our
interests in
Yoplait
SAS, Yoplait
Marques
SNC,
and
Liberté
Marques
Sàrl and
a European2024,
dough business (please refer to Note 2 to the Consolidated Financial Statements in
Part I, Item 1 of this report).
SG&A
expenses
increased
$196
million
to
$947 million
in
the
third
quarter
of
fiscal
2023,
compared
 
to
 
the
 
same
 
period
 
in
 
fiscal
2022,2023,
 
primarily
 
driven
 
by increased
 
mediaa
 
and advertising
expenses,
an increasedecrease
 
in
certain
 
compensation
 
and
benefits
 
expenses,
 
annet
increaserecoveries from
 
inthe fiscal 2023
 
charitablevoluntary recall
 
contributions,of certain international
Häagen-Dazs
ice cream products
,
 
and
unfavorable
valuation
adjustments
on
certain favorable net
 
corporate
investments
in
fiscal
2023.investment activity.
 
SG&A
expenses as
 
as a percent
 
percent of net
 
net sales in
 
the third
 
quarter of
 
fiscal 20232024
 
increased 190decreased 300
 
basis points
 
compared
to
the third
quarter of
fiscal
2022. 2023.
Restructuring, impairment,
 
and other exit
 
costs
totaled $1$6 million in
 
in the third quarter
 
of fiscal 2023,2024,
 
compared to $7$1 million
 
in the
same
period
last year (please
year.
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
$8 million
of
restructuring
charges
in
the
third
quarter of
fiscal 2024.
In addition,
we recorded
a $3
million net
recovery of
restructuring charges
in the
third quarter
of fiscal
2024
related
to
actions
previously
announced
(please
refer
to
Note
3
to
the
Consolidated
Financial
 
Statements
in
Part
I,
Item
1
of
this
report).
Benefit plan
 
non-service income
totaled $22$19 million
 
in the
 
third quarter
 
of fiscal
 
2023, compared2024,
 
compared to $27 million
 
$22 million in the
 
the same
period
last year,
primarily reflecting
an increase
in interest
costs, partially
offset by
lower amortization
of losses
and higher
 
expected return
on plan assets.interest costs, partially offset by lower amortization of losses.
 
Interest,
 
net
for the
 
the third
quarter
 
of fiscal
 
2023
2024 totaled
 
$98122 million, up
 
up $12$23 million from
 
million
from the
third
 
quarter of
 
fiscal
2022, 2023,
 
primarily
driven by higher interest rates partially offset by lower
and higher average long-term debt levels.
The
effective
 
tax
 
rate
 
for
 
the third
 
quarter
 
of fiscal
 
20232024
 
was 16.618.5
 
percent
 
compared
 
to 16.316.6
 
percent
 
for
 
the
 
third
 
quarter
 
of fiscal
2022. 2023.
The
 
0.3 1.9
percentage
 
point
increase
 
was
primarily
 
due
to
 
certain unfavorable
 
nonrecurring discretefavorable
 
tax items,
 
partially offsetcomponents
 
byrelated
to
favorable changes
the
divestitures
in
 
earnings mix by jurisdictionfiscal
2023, partially
 
offset by
certain nonrecurring
discrete tax
benefits in
the third
quarter of
fiscal 2023. 2024.
Our effective
 
tax rate excluding certain
 
excluding
certain items affecting comparability
was
 
21.6 percentcomparability was 18.4
 
percent in
the
third
 
quarter
of
fiscal
2023, 2024,
 
compared
to
21.0 21.6
 
percent
in
the
same
 
period
last
 
year
 
(see
 
the
 
“Non-GAAP
Measures”
 
section
 
below
 
for
 
a
 
description
 
of
 
our
 
use
 
of
 
measures
 
not
 
defined
 
by
 
GAAP).
 
The
 
0.6
percentage
point
increase
was3.2
percentage point decrease was primarily
due
to
certain
unfavorable
nonrecurring
discrete
 
tax
items,
partially
offset
by
favorable
changes
in
earnings
mix
by
jurisdiction benefits in the third quarter of fiscal 2023.2024.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23
After-tax earnings
 
from joint
 
joint ventures
 
for the
 
third quarter
 
of fiscal
 
20232024
decreasedincreased to
 
$1318 million compared
 
to $30$13 million
 
million in
the
same
period
 
in
fiscal
 
2022, 2023,
primarily
 
driven bydue
to
 
higher input
 
costs andnet
 
unfavorable nonrecurringsales
 
discrete tax
items at
Cereal Partners
Worldwide
(CPW),
partially
offsetdriven
 
by
 
favorable
 
net
 
price
 
realization
 
and
 
mix
 
at
 
CPW.Cereal
 
Partners
Worldwide
(CPW) and
discrete tax
items at CPW,
partially offset
by higher
input costs
at CPW and
Häagen-Dazs Japan,
Inc. (HDJ).
On
 
a
 
constant-currency
 
basis,
 
after-tax
earnings
 
from
 
joint
 
ventures
 
decreasedincreased
 
51 64
percent
 
(see
 
the
 
“Non-GAAP
 
Measures”
 
section
below
for
a
description
of
our
use
of
below for a description of our use of measures not defined by GAAP).
 
The components of our joint ventures’ net sales growth are shown in the following
 
table:
 
Quarter Ended Feb. 26, 202325, 2024 vs.
Quarter Ended Feb. 27, 202226, 2023
CPW
HDJ (a)
Total
Contributions from volume growth (b)(a)
(13)(4)
pts
(2)(9)
pts
Net price realization and mix
1516
pts
37
pts
Net sales growth in constant currency
211
pts
1(2)
ptpts
29
pts
Foreign currency exchange
(5)(4)
pts
(14)(10)
pts
(7)(5)
pts
Net sales growth
(3)7
pts
(13)(12)
pts
(5)3
pts
Note: Table may
 
not foot due to rounding.
(a)
Häagen-Dazs Japan, Inc.
(b)
 
Measured in tons based on the stated weight of our product shipments.
Average
 
diluted
 
shares
 
outstanding
decreased
 
by
 
13 26
million
 
in
 
the
 
third
 
quarter
 
of
 
fiscal
 
20232024
 
from
 
the
 
same
 
period
 
a
 
year
 
ago
primarily due to share repurchases, partially offset by option
exercises.
Nine-Month Results
In the
 
nine-month period
 
ended February
 
26, 2023,25, 2024,
net sales
and organic
 
net sales
 
increased 71
 
percent compared
 
to the
 
same period
last
 
last year,
and organic
net sales increased 12
percent compared to the
same period last year.
 
Operating
profit
increased 6
1
 
percent to $2,616 million,
primarily
driven by favorable net price realization and
mix and a higher net gain on divestitures, partially
offset by higher input costs, a decrease
in
contributions
from
volume
growth,
an
unfavorable
change
 
to
 
the$2,652
 
mark-to-market
valuation
of
certain
commodity
positions
and
grain inventories, an increase in
SG&A expenses,
and lower net corporate investment
activity. Operating
profit margin of 17.4 percent
essentially matched the
same period last year.
Adjusted operating profit of
$2,568 million, increased 11
percent on a constant-currency
basis,
 
primarily
 
driven
 
by
 
favorable
 
net
 
price
 
realization
 
and
 
mix,
 
partiallya
favorable
 
change
in
the
mark-to-market
valuation
of
certain
commodity
positions
and
grain
inventories,
a
decrease
in
certain
compensation
and
benefits
expense,
favorable
net
corporate
investment
activity,
and
net
recoveries
from
the
fiscal
2023
voluntary
recall on certain
international
Häagen-Dazs
ice cream products
compared to
recall-related charges
in fiscal 2023,
partially offset
 
by a
net
gain
on
divestitures
in
fiscal
2023,
 
higher
 
input
 
costs,
a
 
decrease
 
in
 
contributions
from
from
volume
 
growth,
higher
impairment
and
restructuring
charges,
and higher
media and
 
an increase inadvertising expenses.
 
SG&A expenses.Operating
profit margin
of 17.5
percent increased
10 basis
points
compared to
the same
period last
year.
 
Adjusted operating
 
profit margin
increased
60 basis points
to 17.0
percent.
Diluted
earnings
per
share
of
 
$3.282,803 million
 
increased
7 9
 
percent on
a constant-currency
basis,
primarily
driven
by
favorable
net
price
realization
and
mix
and
a
decrease
 
in
 
thecertain
 
nine-month
period
ended
February
26,
2023,compensation
 
and
 
adjustedbenefits
 
dilutedexpenses,
partially
offset by higher input
costs and a decrease in
contributions from volume growth.
Adjusted operating profit margin
increased 150 basis
points to 18.5
percent. Diluted earnings
per share of $3.33
increased 2 percent in
the nine-month period
ended February 25, 2024,
and
adjusted diluted
earnings per
 
share of
 
$3.183.51 increased
 
1411 percent
 
on a
 
constant-currency basis
 
basis compared to
 
to the same
 
same period last
 
last year
(see the
“Non-
GAAP “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 the nine-month period
 
ended February 26, 2023,25, 2024, follows:
Nine-Month Period Ended Feb. 26, 202325, 2024
In millions,
except per
share
Nine-Month
Period Ended
Feb. 26, 202325, 2024 vs.
Feb. 27, 202226, 2023
Percent of Net
Sales
Constant-
Currency
 
Growth (a)
Net sales
 
$
15,064.215,143.3
71
%
Operating profit
2,615.62,652.5
61
%
17.417.5
%
Net earnings attributable to General Mills
1,979.01,939.1
5(2)
%
Diluted earnings per share
$
3.283.33
72
%
Organic net sales growth rate (a)
121
%
Adjusted operating profit (a)
2,567.92,802.9
119
%
17.018.5
%
119
%
Adjusted diluted earnings per share (a)
$
3.183.51
1310
%
1411
%
(a)
 
See the "Non-GAAP Measures"“Non-GAAP Measures” section below for our use of measures not defined by GAAP.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
24
Consolidated
net sales
 
were as follows:
Nine-Month Period Ended
Feb. 25, 2024
Feb. 25, 2024 vs.
Feb. 26, 2023
Feb. 26, 2023 vs.
Feb. 27, 2022
Feb. 27, 2022
Net sales (in millions)
$
15,064.215,143.3
71
%
$
14,101.615,064.2
Contributions from volume growth (a)
(8)(3)
pts
Net price realization and mix
163
pts
Foreign currency exchange
(1)Flat
Note: Table may not foot due to rounding.
(a)
Measured in tons based on the stated weight of our product shipments.
The 1
percent increase
in net
sales for
the nine-month
period ended
February 25,
2024, was
driven
by favorable
net price
realization
and mix, partially offset by a decrease in contributions
from volume growth.
Components of organic net sales growth are shown in the following
table:
Nine-Month Period Ended Feb. 25, 2024 vs.
Nine-Month Period Ended Feb. 26, 2023
Contributions from organic volume growth (a)
(3)
pts
Organic net price realization and mix
4
pts
Organic net sales growth
1
pt
Foreign currency exchange
Flat
Acquisition 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.
The 7
percent increase
in net
sales for
the nine-month
period ended
February 26,
2023, was
driven
by favorable
net price
realization
and mix, partially offset by a decrease in contributions
from volume growth and unfavorable foreign currency exchange.
Components of organic net sales growth are shown in the following
table:
Nine-Month Period Ended Feb. 26, 2023 vs.
Nine-Month Period Ended Feb. 27, 2022
Contributions from organic volume growth (a)
(3)
pts
Organic net price realization and mix
16
pts
Organic net sales growth
12
pts
Foreign currency exchange
(1)
pt
Acquisition and divestitures
(4)
pts
Net sales growth
7
pts
Note: Table may not foot due to rounding
(a)
Measured in tons based on the stated weight of our product shipments.
Organic
 
net
 
sales
 
increased
 
121
 
percent
 
in
 
the
 
nine-month
 
period
 
ended
 
February
 
26,25,
 
2023,2024,
 
driven
 
by
 
favorable
 
organic
 
net
 
price
realization and mix, partially offset by a decrease in
 
contributions from organic volume growth.
 
Cost
 
of
 
sales
 
increaseddecreased
 
$777347 million
 
to
 
$10,247 9,900
million
 
in
 
the
 
nine-month
 
period
 
ended
 
February
 
26,25,
 
2023,2024,
 
compared
 
to
 
the
 
same
period
in
 
fiscal 2022.
2023.
 
The increase
decrease
 
was
primarily
driven
 
by
a
 
$1,229281
million
decline
due
to
lower
volume,
partially
offset
by
a
$202 million increase
 
attributable to
 
product rate
 
and mix,
partially offset
by a
$759
million
decrease due
to lower
volume.
mix. We
 
recorded a
 
a $266$6 million net
 
millionincrease in
 
net increasecost of
 
in cost
of sales
related
 
to the
 
mark-to-marketmark-
to-market
valuation
 
of
 
certain
 
commodity
 
positions
 
and
 
grain
 
inventories
 
in
 
the
 
nine-month
 
period
 
ended
 
February
 
26,25,
 
2023,2024,
compared to a
 
compared$266 million net increase
 
to
a
$16 million net
decrease in
the nine-month
 
period ended February
 
February 27,
2022.26, 2023. In
 
the nine-month period
 
period ended February
26, 2023,
 
February 26,we recorded
 
2023, we
recorded a $25 million
charge related
to a voluntary recall
 
recall on
certain international
Häagen-Dazs
 
ice cream
products.
 
In
SG&A expensesaddition,
we
increased $295
recorded
$17
million
 
to $2,632 of
restructuring
charges
and
$2
million
 
of
restructuring
initiative
project-related
costs in
cost
of
sales in the
 
nine-month period
 
ended February
 
26, 2023,25, 2024, compared
 
comparedto $2 million
of restructuring charges
in the same
period last year
(please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of
this report).
SG&A expenses
decreased $171
million to
 
$2,461 million in the
nine-month period
ended February
25, 2024, compared
to the same
period
 
in
 
fiscal
 
2022,2023,
 
primarily
 
driven
 
by
 
unfavorablea
 
valuation
adjustments
and
the
loss
on
sale
of
certain
corporate
investments,
increased
media
and
advertising
expenses,
an
increasedecrease
 
in
 
certain
 
compensation
 
and
 
benefits expenses,
and
an
increase
in
charitable
contributions
in
fiscal
2023.
SG&A
 
expenses,
 
as
a
percent
offavorable
 
net
 
salescorporate
investment activity,
 
increasedand net recoveries
 
90from the fiscal
 
basis2023 voluntary
 
pointsrecall on
 
certain international
Häagen-Dazs
ice cream products
in fiscal 2024, partially offset
 
theby higher media and advertising
 
nine-monthexpenses. SG&A expenses as a percent
 
period
endedof net sales decreased 130 basis
points in the nine-month period ended February 26, 2023,25, 2024, compared to the same
period of fiscal 2022.2023.
Divestitures
 
gain,
 
net
 
totaled
 
$445
 
million
 
in
 
the
 
nine-month
 
period
 
ended
 
February
 
26,
 
2023,
 
primarily
 
related
 
to
 
the sale
 
of
 
our
Helper main meals
 
meals and
Suddenly Salad
 
side dishes business (please
 
business.
During the
nine-month period
ended February
27, 2022,
we recorded
a
$170 million divestitures gain related to the sale of our interest in Yoplait
SAS, Yoplait
Marques SNC, and Liberté Marques Sàrl and a
European dough business (please refer to Note 2
to the Consolidated Financial
 
Statements in Part
I,
Item 1 of this report).
Restructuring, impairment,
and other exit
costs
totaled $131 million in
the nine-month period
ended February 25,
2024, compared
to $14 million in the same period
last year. In
fiscal 2024, we recorded a $117
million non-cash goodwill impairment
charge related to
our
Latin
America
reporting
unit.
In
fiscal
2024,
we
approved
restructuring
actions
to
enhance
the
go-to-market
and
associated
organization
structure
of
our
Pet
segment,
and
as
a
result,
we
recorded
$13
million
of
charges
in
the
nine-month
period
ended
February
25,
2024.
In
addition,
we
also
recorded
$1
million
of
charges
related
to
actions
previously
announced
in
the
nine-month
period ended February 25, 2024 (please refer to Note 3 to the Consolidated
Financial Statements in Part I, Item 1 of this report).
Restructuring, impairment,
 
and other
exit costs
totaled $14 million
in the
nine-month period
ended February
26, 2023,
compared
to
$5 million
in
the
same
period
last
year
(please
refer
to Note
3
to
the
Consolidated
Financial
Statements
in
Part
I,
Item
1
of
this
report).
Benefit plan non-service
income
totaled $65 million
in the nine-month
period ended
February 26,
2023, compared
to $84 million
in
the same
period last
year, primarily
reflecting an
increase in
interest costs,
partially offset
by lower
amortization of
losses and
higher
expected return on plan assets.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25
Benefit plan non-service
 
income
 
totaled $56 million
 
in the nine-month
period ended February
25, 2024, compared
to $65 million
in
the same period last year, primarily reflecting
higher interest costs, partially offset by lower amortization of
losses.
Interest, net
 
for the nine-month
period ended February 26, 2023,
25, 2024,
 
increased $2$79 million
to $278$356 million
compared to the
same period
of fiscal 2023, primarily driven by higher interest rates and higher
 
of
fiscal 2022.average long-term debt levels.
The
effective
 
tax rate
 
for
 
the nine-month
 
period ended
 
February
 
26,25,
 
2023,2024, was
 
19.619.5
 
percent compared
 
to 19.919.6
 
percent in
 
the nine-same
month
period
 
endedlast
 
February
27,
2022.year.
 
The
 
0.30.1
 
percentage
 
point
 
decrease
 
was
 
primarily
 
due
 
to
 
certain
 
nonrecurring
 
discrete
 
tax
benefits
 
and favorable
changes in
 
earningsfiscal
 
mix by2024,
jurisdiction,
partially offset
 
by certain
 
unfavorablefavorable tax
 
tax components
related
 
to the
divestitures
 
incurred
divestitures in
 
the
nine-month
period
ended
February
26,
fiscal 2023.
 
Our
effective
 
tax
rate
 
excluding certain
items affecting
 
certain
items
affecting
comparability
 
was 20.8 20.1
percent
 
in the
 
nine-month period
ended February
26, 2023,
compared to
21.7 percent
in the
same period
last
year
(see
the
“Non-GAAP
Measures”
section
below
for
a
description
of
our
use
of
measures
not
defined
by
GAAP).
The
0.9
percentage
point
decrease
is
primarily
due
to
certain
nonrecurring
discrete
tax
benefits
and
favorable
changes
in
earnings
mix
by
jurisdiction in the nine-month period ended February 26, 2023.
After-tax earnings
from
joint ventures
decreased to
$58 million for
the nine-month
 
period ended
 
February 26,25,
 
2023, compared2024,
 
compared to
$92 million20.8 percent
 
in the
same period
 
in fiscallast year (see
 
2022,
primarily
driven by
higher input
costs at
CPW and
HDJ and
lower net
sales at
HDJ,
partially offset by favorable net price realization
and mix at CPW.
On a constant-currency basis, after-tax earnings from
joint ventures
decreased 28
percent (see the
“Non-GAAP “Non-GAAP Measures”
 
section below
 
for a description
 
of our use
 
of measures not
 
not defined by GAAP).
The 0.7 percentage point decrease is primarily due to certain nonrecurring discrete
tax benefits in fiscal 2024.
After-tax
earnings from
joint ventures
increased
to $66 million
for the
nine-month
period ended
February 25,
2024, compared
to
$58 million
in the
same period
in fiscal
2023,
primarily
due to
higher
net sales
driven by
favorable
net price
realization and
mix at
CPW,
partially
offset
 
by
higher
input
costs
at
CPW
and
HDJ.
On
a
constant-currency
basis,
after-tax
earnings
from
joint
ventures
increased 25
percent (see
the “Non-GAAP
Measures” section
below for
a description
of our
use of
measures not
defined by
GAAP).
The components of our joint ventures’ net sales growth are shown in the following
 
table:
Nine-Month Period Ended Feb. 26, 202325, 2024 vs.
Nine-Month Period Ended Feb. 27, 202226, 2023
CPW
HDJ
Total
Contributions from volume growth (a)
(10)(7)
pts
(7)(5)
pts
Net price realization and mix
1317
pts
Flat8
pts
Net sales growth in constant currency
10
pts
3
pts
(6)9
pts
1
pt
Foreign currency exchange
(10)(1)
pt
(6)
pts
(17)
pts
(11)(2)
pts
Net sales growth
(7)9
pts
(23)(4)
pts
(11)6
pts
Note: Table may not foot due to roundingrounding.
(a)
 
Measured in tons based on the stated weight of our product shipments.
Average
 
diluted
 
shares
 
outstanding
 
decreased
 
by
 
1120 million
 
in
 
the
 
nine-month
 
period
 
ended
 
February
 
26,25,
 
2023,2024,
 
from
 
the
 
same
period a year ago primarily due to share repurchases,
partially offset
by option exercises.
SEGMENT OPERATING
 
RESULTS
Our businesses are
 
organized into
 
four operating segments:
 
North America Retail,
 
International,
Pet, and North
 
North America Foodservice.
Please
 
refer
 
to
 
Note
 
17
 
of
 
the
 
Consolidated
 
Financial
 
Statements
 
in
 
Part
 
I,
 
Item
 
1
 
of
 
this
 
report
 
for
 
a
 
description
 
of
 
our
 
operating
segments.
North America Retail Segment Results
North America Retail net sales were as follows:
 
Quarter Ended
Nine-Month Period Ended
Feb. 26,25,
20232024
Feb. 25, 2024 vs
Feb. 26, 2023 vs
Feb. 27, 2022
Feb. 27,
2022
Feb. 26,
2023
Feb. 26, 202325,
2024
Feb. 25, 2024 vs
Feb. 27, 202226, 2023
Feb. 27,26,
20222023
Net sales (in millions)
$
3,232.03,242.1
15
%Flat
$
2,811.93,232.0
$
9,620.1
Flat
$
9,593.9
12
%
$
8,567.1
Contributions from volume growth (a)
(1)(2)
ptpts
(5)(4)
pts
Net price realization and mix
173
pts
175
pts
Foreign currency exchange
(1)
ptFlat
Flat
Note: Table may
not foot due to rounding.
(a)
 
Measured in tons based on the stated weight of our product shipments.
North
America Retail
net sales
increased
15 percent
in the
third quarter
of fiscal
2023, compared
to the
same period
in fiscal
2022,
driven by
favorable net price
realization and
mix, partially offset
by a decrease
in contributions from
volume growth
and unfavorable
foreign currency exchange.
North America
Retail net sales
 
increased 12in the third quarter of
 
percent in thefiscal 2024 and nine-month period ended
 
nine-month periodFebruary 25, 2024, essentially matched
the same periods
 
ended February
26, 2023,
compared to the
same period
in fiscal 2022, driven by favorable net price realization and mix, partially offset
by a decrease in contributions from volume growth.2023.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
26
The components of North America Retail organic net
 
sales growth are shown in the following table:
 
Quarter Ended
Nine-Month Period Ended
Feb. 26, 202325, 2024
Feb. 26, 202325, 2024
Contributions from organic volume growth (a)
Flat(2)
pts
(4)
pts
Organic net price realization and mix
183
pts
185
pts
Organic net sales growth
18Flat
pts1
14
ptspt
Foreign currency exchange
(1)
ptFlat
Flat
DivestituresDivestiture (b)
(3)Flat
pts
(2)
ptsFlat
Net sales growth
15Flat
pts
12
ptsFlat
Note: Table may
not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Divestitures primarily include the impact of the saleDivestiture of our Helper main meals and Suddenly Salad side dishes businesses in
fiscal 2023. Please
see Note 2 to the
Consolidated Financial Statements in Part I, Item 1 of this report.
North America Retail organic net sales in the third quarter
of fiscal 2024 essentially matched the same period in fiscal 2023.
North America
 
Retail organic
 
net sales increased
 
increased 18
percent in
the third
quarter of
fiscal 2023,
compared to
the same
period in
fiscal
2022, driven by favorable organic net price realization
and mix.
North America Retail organic
net sales increased 141 percent
 
in the nine-monthnine
-month period
 
ended February 26, 2023, compared
 
25, 2024,
compared to the
same
period
 
in fiscal
 
2022,2023,
 
driven by
 
favorable
 
organic
 
net price
 
realization
 
and
 
mix, partially
 
offset
 
by a
 
decrease in
 
contributions
 
from
organic volume growth.
North America Retail net sales percentage change by operating unit are shown
 
in the following table:
 
Quarter Ended
Nine-Month Period Ended
Feb. 26, 202325, 2024
Feb. 26, 202325, 2024
Canada (a)
8
%
5
%
U.S. Meals & Baking Solutions
22(1)
%
14
%Flat
U.S. Snacks
19(2)
%
17
%Flat
U.S. Morning Foods
7
%
9
%
Canada (a)
2
%
1
%Flat
Total
15Flat
%
12
%Flat
(a)
 
On a
constant-currency
basis, Canada net
 
net sales increased 8 percent in the
third quarter of fiscal 2023 and
 
increased 6 8
percent for in
the nine-monththird
quarter of
fiscal 2024
and increased
7 percent
in
the nine
-month period
ended February 26, 2023,
25, 2024,
 
compared to
the same periods
 
periods in
fiscal 2022. 2023.
See the
 
"“Non-GAAP Measures" Measures
”
section below for
our use of this
measure not defined by GAAP.
Segment operating profit decreased
 
operating
profit
increased
29
4 percent
to
$787 $752 million
 
in the third quarter of
 
fiscal 2024,
compared to $787 million in the
same
period in
fiscal 2023,
primarily driven
by higher
input costs
and a
decrease in
contributions from
volume growth,
partially offset
by
favorable net price
realization and mix.
Segment operating profit
decreased 4 percent
on a constant-currency
basis in the
 
third quarter
of fiscal 2024,
 
quartercompared to the
same period in
fiscal 2023 (see
the “Non-GAAP
Measures” section below
for our use
 
of this measure
not defined by GAAP).
Segment operating profit
 
of $2,410 million in the
nine-month period ended
February 25, 2024,
essentially matched the same
period in
fiscal
 
2023
 
compared
to
$612 million
in
the
same
period
in
fiscal
2022,
primarily
driven
byas
 
favorable
 
net
 
price
 
realization
 
and
 
mix
 
was
partially
 
offset
 
by
 
higher
 
input
costs
and
higher SG&A expenses.
Segment operating profit
increased 29 percent
on a constant-currency
basis in the third
quarter of fiscal
2023
compared to the
same period in
fiscal 2022 (see
the “Non-GAAP Measures”
section below for
our use of
this measure not
defined by
GAAP).
Segment
operating
profit
increased
24
percent
to
$2,402 million
in
the
nine-month
period
ended
February
26,
2023,
compared
to
$1,936 million in the
same period in fiscal
2022, primarily driven by
favorable net price realization
and mix, partially offset
by higher
input
 
costs,
 
a
 
decrease
 
in
 
contributions
 
from
volume
growth,
 
and an
 
higherincrease in
 
SG&A
expenses.
 
Segment
operating
 
profit
increased
24
percent on
 
a constant-currency
 
basis in
 
the nine-month
 
period
ended February
 
February 26,25, 2024,
 
2023, comparedessentially matched
 
tothe same
period in
fiscal 2023
(see the
 
same period“Non-GAAP Measures”
 
in fiscalsection below
 
2022
(see the “Non-GAAP Measures” section below for our
use of this measure
not defined by GAAP).
 
 
��
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
27
International Segment Results
International net sales were as follows:
 
Quarter Ended
Nine-Month Period Ended
Feb. 26,25,
20232024
Feb. 25, 2024 vs
Feb. 26, 2023 vs
Feb. 27, 2022
Feb. 27,
2022
Feb. 26,
2023
Feb. 26, 202325,
2024
Feb. 25, 2024 vs
Feb. 27, 202226, 2023
Feb. 27,26,
20222023
Net sales (in millions)
$
700.6680.1
(3)
%
$
721.0700.6
$
2,024.82,079.0
(21)3
%
$
2,566.02,024.8
Contributions from volume growth (a)
(10)(4)
pts
(31)(4)
pts
Net price realization and mix
11Flat
pts
155
pts
Foreign currency exchange
(4)Flat
pts1
(5)
ptspt
Note: Table may
not foot due to rounding.
(a)
 
Measured in tons based on the stated weight of our product shipments.
International net
 
sales decreased 3
 
percent in the
 
third quarter of
 
fiscal 2023,2024, compared
 
to the same
period in
fiscal 2023, driven
by a
decrease in contributions from volume growth.
International
net sales
increased 3
percent in
the nine-month
period ended
February 25,
2024, compared
to the
 
same period
 
in fiscal 2022,
driven by
a
decrease
in
contributions
from
volume
growth,
including
the
impact
of
volume
declines
from
divestitures,
and
unfavorable
foreign
currency exchange,
partially offset by favorable net price realization and mix.
International net
sales decreased 21
percent in the
nine-month period
ended February 26,
2023 compared
tothat included the same
period in fiscal
2022, driven
by a
decrease in
contributions from
volume growth,
including the
impact of
 
volume declines
from divestitures
and the
voluntary recall on
certain international
Häagen-Dazs
 
ice cream products, driven by favorable
 
net
price realization and unfavorablemix and favorable foreign
currency exchange, partially
 
offset
by favorable net price realization and mix.a decrease in contributions from volume growth.
The components of International organic net sales growth
 
are shown in the following table:
 
Quarter Ended
Nine-Month Period Ended
Feb. 26, 202325, 2024
Feb. 26, 202325, 2024
Contributions from organic volume growth (a)
(4)
pts
(6)(4)
pts
Organic net price realization and mix
11Flat
pts
95
pts
Organic net sales growth
8(3)
pts
32
pts
Foreign currency exchange
(4)Flat
pts1
(5)
pts
Divestitures (b)
(6)
pts
(19)
ptspt
Net sales growth
(3)
pts
(21)3
pts
Note: Table may
not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Divestitures primarily include the impact of the sale of our interests in Yoplait SAS, Yoplait
Marques SNC, and Liberté Marques Sàrl and our
European dough businesses in fiscal 2022. Please see Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.
International
 
organic
 
net
 
sales increased
 
8decreased
3
 
percent
 
in
 
the
 
third
 
quarter
 
of
 
fiscal
 
20232024,
 
and 3compared
 
percentto
the
same
period
 
in
 
the
nine-month
period
ended
February 26,fiscal
 
2023, compared
to the
same periods
in fiscal
2022, driven
by favorable
organic net
price realization
and mix,
partially
offsetdriven by a decrease in contributions from organic volume
 
growth.
International organic
net sales increased
2 percent in
the nine-month period
ended February 25,
2024, compared to
the same period
in
fiscal
2023
that
included
the
impact
of
the
voluntary
recall
on
certain
international
Häagen-Dazs
ice
cream
products,
driven
by
favorable organic net price realization and mix, partially offset
by a decrease in contributions from organic volume growth.
Segment operating
 
profit increaseddecreased 57
 
18 percent to
 
to $42$18 million
in the
 
third quarter
 
of fiscal
2023, 2024,
 
compared to $42
 
$36 million in
the same
period in fiscal 2022, primarily driven
by favorable net price realization
and mix and a decrease in SG&A expenses,
partially offset by
higher
input
costs
and
a
decrease
in
contributions
from
volume
growth,
including
the
impact
of volume
declines
from
divestitures.
Segment operating
profit increased
27 percent
on a
constant-currency basis
in the
third quarter
of fiscal
2023 compared
to the
 
same
period in
fiscal 2022 (see2023,
primarily driven
by higher
input costs
and a
decrease in
contributions from
volume growth.
Segment operating
profit decreased 53 percent
on a constant-currency basis
in the third quarter of
fiscal 2024,
compared to the same period
in fiscal 2023
(see the “Non-GAAP Measures”
section below for our use of this measure
not defined by GAAP).
Segment
 
operating
 
profit
 
decreasedincreased
 
398
 
percent
 
to
 
$95 103
million
 
in
 
the
 
nine-month
 
period
 
ended
 
February
 
26,25,
 
2023,2024,
 
compared
 
to
$15695 million
 
in
 
the
 
same
 
period
 
in
 
fiscal
 
2022,2023,
 
primarily
 
driven
 
by
 
afavorable
 
decreasenet
 
inprice
 
contributions
from
volume
growth,
including
the
impact
of
volume declines
from
divestituresrealization
 
and
 
mix,
the
voluntary
 
recall
 
on
certain
 
international
Häagen-Dazs
 
ice
 
cream
 
products
 
and
higherin
 
input costs,fiscal
2023,
and
a
decrease
in
SG&A
expenses,
 
partially
 
offset
 
by favorable
 
net pricehigher
realizationinput costs and
mix and
a decrease
 
in SG&A
expenses.contributions from volume growth.
 
Segment operating
profit increased
 
decreased14 percent on a constant-currency
basis in the nine
 
33-month period ended
 
percent
on a
constant-currency
basis in
the
nine-month
period
ended February
26,
2023, 25, 2024,
 
compared
to
the
 
same
period in fiscal 2022
2023 (see the “Non-GAAP
“Non-GAAP Measures”
section below
for our use of this measure not defined by GAAP).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
28
Pet Segment Results
Pet net sales were as follows:
 
Quarter Ended
Nine-Month Period Ended
Feb. 26,25,
20232024
Feb. 25, 2024 vs
Feb. 26, 2023 vs
Feb. 27, 2022
Feb. 27,
2022
Feb. 26,
2023
Feb. 26, 202325,
2024
Feb. 25, 2024 vs
Feb. 27, 202226, 2023
Feb. 27,26,
20222023
Net sales (in millions)
$
645.5624.5
14(3)
%
$
567.7645.5
$
1,818.31,773.7
10(2)
%
$
1,649.11,818.3
Contributions from volume growth (a)
6(5)
pts
(2)(7)
pts
Net price realization and mix
82
pts
135
pts
Foreign currency exchange
Flat
Flat
Note: Table may
not foot due to rounding.
(a)
 
Measured in tons based on the stated weight of our product shipments.
Pet net
 
sales increaseddecreased
 
143 percent
 
in the
 
third quarter of
 
of fiscal 2023,2024,
 
compared to
 
the same period
 
in fiscal 2022,2023,
 
driven by
 
favorablea decrease
net price realization and mix and an increase in contributions from volume growth, partially offset by
 
.favorable net price realization and mix.
Pet
net
sales increased 10
decreased
2
 
percent during
in
the
 
nine-month
period
ended
February
 
26, 2023, 25,
2024,
compared
to
 
the
same
period
in
fiscal
 
2022,2023,
driven by a decrease in contributions from volume growth, partially offset
by favorable net price realization and mix, partially offset by
a decrease in contributions from volume growth.mix.
The components of Pet organic net sales growth are shown in the following
 
table:
 
Quarter Ended
Nine-Month Period Ended
Feb. 26, 202325, 2024
Feb. 26, 202325, 2024
Contributions from organic volume growth (a)
6(5)
pts
(3)(7)
pts
Organic net price realization and mix
82
pts
125
pts
Organic net sales growth
14(3)
pts
9(2)
pts
Foreign currency exchange
Flat
Flat
Acquisition (b)
Flat
1
pt
Net sales growth
14(3)
pts
10(2)
pts
Note: Table may
not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Acquisition of Tyson Foods’ pet treats business in fiscal 2022. Please see Note 2 to the Consolidated Financial Statements in Part I, Item 1 of
this report.
Pet organic
 
net sales
 
increased 14decreased 3
 
percent in
 
the third
 
quarter of
 
fiscal 2023,2024,
 
compared to
 
the same
 
period in
 
fiscal 2022,2023,
 
driven by
favorable organic net price realization and mix and
 
an increasea
decrease in contributions from organic volume growth.growth,
partially offset by favorable organic net price
realization and mix.
Pet organic
 
net sales
 
sales increaseddecreased 2
 
9 percent in
 
in the
nine-month
 
period
 
ended February
 
26,25, 2024,
 
compared to
the same
period in
fiscal
2023,
driven by a decrease in contributions
from organic volume growth,
partially offset by favorable
organic net price realization and
mix.
Segment
operating
profit
increased
25
percent
to
$128
million
in
the
third
quarter
of
fiscal
2024,
 
compared
 
to
 
$103 million
in
the
same
 
period
in fiscal
2022,
driven by
favorable organic
net price
realization and
mix,
partially offset
by a
decrease in
contributions from
organic
volume
growth.
Segment operating profit
decreased 7 percent to $103
million in the third quarter
of fiscal 2023,
compared to $111
million in the same
period
 
in
 
fiscal
 
2022,2023,
 
primarily
 
driven
 
by
 
higherlower
 
input
 
costs
 
and
 
higherfavorable
 
SG&Anet
 
expenses,price
realization
and
mix,
 
partially
 
offset
 
by
 
favorablea
decrease in contributions from
 
netvolume growth and an increase
 
price
realization and mix and
an increase in contributions
from volume growth.SG&A expenses.
 
Segment operating profit decreasedincreased
 
725 percent on a constant-
currencyconstant-currency basis in
the third
quarter of
fiscal 20232024,
 
compared to the
same period
in fiscal 2022
(see2023 (see the “Non-GAAP
Measures” section
section below for our use of this measure not defined by GAAP).
Segment
 
operating
 
profit
 
decreasedincreased
 
1310
 
percent
 
to
 
$312342 million
 
in
 
the
 
nine-month
 
period
 
ended
 
February
 
26,25,
 
2023,2024,
 
compared
 
to
$357312 million
in
 
the
same
period
 
in
fiscal 2022,
2023,
 
primarily
driven
 
by higher
favorable
net
price
realization
and
mix
and
lower
input
 
costs, an increase
in SG&A expenses,
and a decrease
in contributions
from volume
growth, partially
 
offset
 
by favorable
 
net pricea
 
realization decrease
in
contributions
from
volume
growth
and
 
mix. an
increase
in
SG&A
expenses.
Segment
 
operating profit
 
decreasedprofit
13 increased 10
percent on a
constant-currency basis in
the nine-month period
ended February 25,
2024, compared
to the same
 
period ended February 26,in
fiscal 2023 compared to the same period in fiscal
2022
(see(see the “Non-GAAP Measures” section below for our use of this measure
 
not defined by GAAP).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
29
North America Foodservice Segment Results
North America Foodservice net sales were as follows:
 
Quarter Ended
Nine-Month Period Ended
Feb. 26,25,
20232024
Feb. 25, 2024 vs
Feb. 26, 2023 vs
Feb. 27, 2022
Feb. 27,
2022
Feb. 26,
2023
Feb. 26, 202325,
2024
Feb. 25, 2024 vs
Feb. 27, 202226, 2023
Feb. 27,26,
20222023
Net sales (in millions)
$
547.8551.7
251
%
$
437.1547.8
$
1,627.21,669.7
233
%
$
1,319.41,627.2
Contributions from volume growth (a)
6
ptsFlat
2
pts
Net price realization and mix
20Flat
pts1
21
ptspt
Foreign currency exchange
Flat
Flat
Note: Table may
not foot due to rounding.
(a)
 
Measured in tons based on the stated weight of our product shipments.
North
 
America
 
Foodservice
 
net
sales
 
increased
 
25 1
percent
 
in
the
 
third
quarter
 
of
fiscal
 
2023,2024,
 
compared
to
 
the
same
 
period
in
 
fiscal
2022, 2023,
driven by slightly favorable net price realization and mix and ana slight increase in contributions
 
in contributions from volume growth.
North
America
 
Foodservice net
 
sales increased
 
233 percent
 
in the
 
nine-month period
 
period ended February
 
26, 2023,February 25,
2024,
 
compared to
 
the same
period
in
fiscal
2022,
2023, driven
by
favorable
net
price
realization
and
mix,
including
market
index
pricing
on
bakery
flour,
and
an
increase in contributions from volume growth.growth
and favorable net price realization and mix.
The components of North America Foodservice organic
 
net sales growth are shown in the following
table:
 
Quarter Ended
Nine-Month Period Ended
Feb. 26, 202325, 2024
Feb. 26, 202325, 2024
Contributions from organic volume growth (a)
1Flat
pt
(1)1
pt
Organic net price realization and mix
18Flat
pts
19
ptsFlat
Organic net sales growth
191
ptspt
181
ptspt
Foreign currency exchange
Flat
Flat
Acquisition (b)
6Flat
pts1
5
ptspt
Net sales growth
251
ptspt
233
pts
Note: Table may
not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Acquisition of TNT Crust in fiscal 2023. Please see Note 2 to the Consolidated Financial Statements
in Part I, Item 1 of this report.
North America
 
Foodservice organic
 
net sales
 
increased 191
 
percent in
 
the third
 
quarter of fiscal
 
2023,fiscal 2024,
 
compared to
 
the same
 
period in
fiscal 2022, driven by favorable organic net price realization and
 
mix and an increase in contributions from organic volume growth
.
North America Foodservice organic net
sales increased 18 percent in the nine-month period
ended February 26, 2023, compared to the
same period in
fiscal 2022, driven
by favorable organic
net price realization
and mix, including
market index pricing
on bakery flour,
partially offset by a decrease in contributions from organic
volume growth.
Segment operating profit
increased 134 percent
to $82 million in
the third quarter of
fiscal 2023,
compared to $35 million
in the same
period
in
fiscal
2022,
primarily
 
driven
 
by
 
slightly
favorable
organic
 
net
 
price
 
realization
 
and
 
mix
 
partiallyand
 
offseta
 
byslight
 
higherincrease
 
inputin
 
costs.contributions
 
Segment
operating profitfrom
 
organic
volume growth.
North America Foodservice
organic net
sales increased 1341
 
percent on
a constant-currency
basis in the
 
third quarternine-month period
 
ofended February 25,
2024, compared
to the
same period in fiscal 2023, driven by an increase in contributions from organic
volume growth.
Segment operating
profit decreased
1 percent
to $82
million in
the third
quarter of
fiscal 2024,
 
compared to
 
$82 million in
the same
period in fiscal
2023, primarily driven by
higher input costs and
an increase in SG&A
expenses, partially offset
by favorable net price
realization
and
mix.
Segment
operating
profit
decreased
1
percent
on
a
constant-currency
basis
 
in
the
third
quarter
of
fiscal
2024,
compared to the
same period in
fiscal 20222023 (see
the “Non-GAAP Measures”
section below for
our use of
this measure not
 
not defined by
GAAP).
Segment
 
operating
 
profit
 
increased
 
249
 
percent
 
to
 
$218236
 
million
 
in
 
the
 
nine-month
 
period
 
ended
 
February
 
26,25,
 
2023,2024,
 
compared
 
to
$175218 million in
 
the same
 
period in
 
fiscal 2022,2023,
 
primarily driven
 
by favorable
 
net price
 
realization and
 
mix, partially
 
offset by
 
higher
input
costs
and
 
an
increase
in
SG&A
 
expenses.
 
Segment
operating
profit
 
increased
24
9 percent
 
on
a
constant-currency
 
basis in the nine-
month period ended February 25, 2024,
 
compared to the same period in
the
nine-month
period
ended
February
26, fiscal
 
2023 (see the “Non-GAAP Measures” section
 
compared
to
the
same
period
in
fiscal
2022
(see
the
“Non-GAAP
Measures”
section
below for
our use of this measure not defined by GAAP).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30
UNALLOCATED
 
CORPORATE
 
ITEMS
Unallocated corporate expenseexpenses
 
totaled $64 million in
the third quarter
of fiscal 2024, compared
to $296 million in the
 
third quarter of fiscal
2023, compared to $141
million in the same period
in
fiscal
 
2022.2023.
 
In
 
the
 
third
 
quarter
 
of
 
fiscal
 
2023,2024,
certain
compensation
and
benefits
expenses
and
charitable
contributions
decreased
compared to the
same period last year.
In the third
quarter of fiscal 2024
,
 
we
recorded
a
$67 $26 million
 
net
increase
in
expense
 
related to
the mark-to-market valuation
 
to
the
mark-to-market
valuation of
certain commodity
 
positions and
grain inventories
 
,
compared to
a $20$67 million
 
net increase in expense
in the same period
 
in expense
in the
same period
last year.
 
We
 
recorded $3 million
of net losses related
to valuation adjustments
on certain corporate
investments in
the third quarter
of fiscal
2024, compared
to $20 million
 
of net
 
losses relatedin
 
to valuation
adjustments on
certain corporate
investments
in the
third quarter
of fiscal
2023, compared
to $11 million
of net
gains related
to the
sale of
certain corporate
investments and
valuation adjustments
in
the third
 
quarter of
 
fiscal 2022.2023.
 
In addition,the
third quarter
of fiscal
2024,
 
we recorded $31 million
of net recoveries
related to a voluntary
recall on certain
international
Häagen-Dazs
ice cream products
in fiscal 2023, compared to a $1 million charge
in the same period last year.
We recorded
 
$1 million
of integration
costs primarily
related to
our acquisition
restructuring charges in cost of
TNT
Crust
in
the
third
quarter
of fiscal
2023,
compared
to $4 million
of
integration
costs related
to
our
acquisition
of
Tyson
Foods’
pet
treats business in the third
quarter of fiscal 2022. In
the third quarter of fiscal 2022, we
recorded $9 million of transaction costs related
to
the
sale
of
our
interests
in
Yoplait
SAS,
Yoplait
Marques
SNC,
and
Liberté
Marques
Sàrl
and
the
sale
of
our
European
dough
businesses.
In addition, certain compensation
and benefits expenses and charitable
contributions increasedsales in the
 
third quarter of fiscal
2023,
 
compared fiscal 2023.
In addition, we
recorded $1 million
of integration costs
primarily related
to our acquisition
of
TNT Crust in the same period last year.third quarter of fiscal 2023.
Unallocated corporate
 
expenseexpenses totaled $308
 
$842 million
in the
 
nine-month period
 
ended February
 
26, 2023,25, 2024, compared
 
compared to
$329 $842 million
 
in
the
 
same
 
period
 
last
 
year.
 
We
 
recorded
 
a
 
$2666
 
million
 
net
 
increase
 
in
 
expense
 
related
 
to
 
the
 
mark-to-market
 
valuation
 
of
 
certain
commodity
positions
and
grain
 
inventories
in
the
nine-month
period
ended
February
25,
2024,
compared
to
a
$266
million
net
increase in expense in the same
period last year.
In the nine-month period ended February
25, 2024, certain compensation and
benefits
expenses and
charitable contributions
decreased compared
to the same
period last year.
We
recorded $25
million of net
losses related
to valuation adjustments on certain
corporate investments in the nine-month
 
period ended February 26, 2023,25, 2024,
 
compared to a $16$82 million
of net
losses related
to valuation
adjustments and
the sale
of certain
corporate investments
in the
same period
last year.
In the
nine-
month period ended
February 25, 2024,
we recorded $31 million
 
of net decreaserecoveries related
to a voluntary recall
on certain international
Häagen-Dazs
ice
cream
products
in
 
expensefiscal
2023,
compared
to
a
$26
million
charge
 
in
 
the
 
same
 
period
 
last
 
year.
 
We
 
recorded
 
$8217
million of restructuring
charges and $2
 
million of restructuring
initiative project-related costs in
cost of sales in
the nine-month period
ended February 25,
2024, compared to
$2 million of restructuring
charges in cost
 
of
net
losses
related
to
valuation
adjustments
and
the
sale
of
corporate investments sales in the
 
nine-month period ended February
26, 2023, compared to $21
million of net gains in
the same period last
year.
 
In addition, we
recorded $5 million of
 
the
nine-month
period
ended
February
26,
2023,
we
recorded
a
$26
million
charge
integration costs primarily related
 
to our acquisition of TNT
 
a
voluntary
recall
on
certain
international
Häagen-Dazs
ice
cream
products.
In
addition,
we
recorded
$5
Crust and $2 million
of
 
integrationtransaction costs primarily
costs
primarily
related
 
to
our
acquisition of
TNT Crust
in the
 
nine-month period
ended February
26, 2023,
compared to
$20 million
of integration
costs related
to
our
acquisition
of
Tyson
Foods’
pet
treats
business
in
the
nine-month
period
ended
February
27,
2022.
In
the
nine-month
period
ended
February
26,
2023,
we
recorded
$2
million
of
transaction
costs
primarily
related
to
the
sale
of
 
our
 
Helper
 
main
meals
 
and Suddenly
Suddenly Salad
 
side dishes
 
business compared
to $57
million of
transaction costs
related to
the sale
of our
interests in
Yoplait
SAS,
Yoplait
Marques SNC,
Liberté Marques
Sàrl and
the sale
of our
European dough
businesses. In
addition, we
recorded a
$20 million
recovery related to
a Brazil indirect tax
item and a
$13 million insurance
recovery in the
nine-month period ended
February 27, 2022.
In
addition,
certain
compensation
and
benefits
expenses
and
charitable
contributions
increased
 
in
the
 
nine-month
 
period ended
 
endedFebruary
26,
February 26, 2023, compared to the same period last year.2023.
LIQUIDITY
 
AND CAPITAL
 
RESOURCES
During the
 
nine-month period
 
ended February
 
26, 2023,25, 2024,
 
cash provided by
 
by operations was
 
$2,027was $2,439 million
 
compared to
 
$2,2282,027 million
in the
 
same period
 
last year.
 
The $201$412
 
million decreaseincrease
 
was primarilymainly
 
driven by
 
an increase ina $414
 
inventory andmillion increase
 
higher cashin net
 
income tax
payments in the nine-month period ended February 26, 2023, as comparedearnings, excluding
 
to the same period a year ago.
$445 million net divestitures gain in fiscal 2023.
Cash used by
 
by investing
activities
during
 
the ninenine-month period
 
-monthended February 25,
 
period ended
February
26, 2023,
2024, was $6$508
 
million compared to
 
comparedcash used by
investing activities
 
to cashof $6 million
 
used of
$1,462 million for the
same period
 
in fiscal 2022. During the first quarter
 
of the 2023, we completed the sale of2023. During
 
the first
quarter of
fiscal 2023,
we completed
the sale
of
the Helper main
meals
and Suddenly
 
Salad side dishes
 
business
for
 
$607 million
 
million cash.
In the
 
first
quarter
 
of fiscal
 
2023,
we
 
acquired
TNT
 
TNT Crust
 
for
 
$252
million
million
cash,
net
of
cash
acquired.
 
In the first quarter of fiscal 2022,
addition,
 
we acquired
spent
$486
million
on
purchases
of
land,
buildings,
and
equipment in the Tysonnine months ended February 25, 2024, compared
 
Foods’ pet treats business for an
aggregate
purchase price of $1.2 billion.
to $351 million in the same period last year.
Cash
 
used
 
by
 
financing
 
activities
 
during
 
the
 
nine-month
 
period
 
ended
 
February
 
26,25,
 
2023,2024,
 
was
 
$1,956 1,928
million
 
compared
 
to
$1,3981,956 million of cash
used by financing activities
in the same period
in fiscal 2023. We
paid $1,028 million of
 
cash useddividends in the nine-
month period
 
by financingended February 25,
 
activities2024, compared
to $967 million in
the same period
last year.
We
paid $1,602 million
for purchases
of common
stock for
treasury in
the nine-month
period ended
February 25,
2024, compared
to $1,152
million in
 
the same
 
period in
fiscal 2023.
 
fiscal 2022.In addition,
 
We
paid $967
million of
dividends in
the nine-
month period ended February 26, 202
3, compared to $934 million in the
same period last year.
We purchasedwe had
 
$1,152754 million of shares
of common
 
stock of net
debt issuances
in the
 
nine-month period
 
ended February 26,
 
2023, compared25, 2024,
 
compared to $550 million
in the same
period in fiscal
2022.
In
addition, we had $61$61 million of net debt issuances in the
nine-month period ended February 26, 2023, compared
to $128 million of net
debt issuances in the same period a year ago.
As
 
of
 
February
 
26,25,
 
2023,2024,
 
we
 
had
 
$553511 million
 
of
 
cash
 
and
 
cash
 
equivalents
 
in
 
foreign
 
jurisdictions.
In
 
anticipation
 
of
 
repatriating
funds from
 
foreign jurisdictions,
 
we record
 
local country
 
withholding taxes
 
on our
 
international earnings,
 
as applicable.
 
Furthermore,
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.
 
 
 
 
 
 
 
 
 
 
 
31
The following table details the fee-paid committed and uncommitted credit
 
lines we had available as of February 26, 2023:25, 2024:
 
In Billions
Facility
 
Amount
Borrowed
Amount
Committed credit facility expiring April 2026
$
2.7
$
-
Uncommitted credit facilities
0.6
-
Total committed
 
and uncommitted credit facilities
$
3.3
$
-
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
 
The floating preferred
 
preferred return rate
 
rate on
GMC’s
 
Class A Interests
 
is
the sum of three
 
sum
of
the
three-month
-month Term
 
SOFR
plus
186
 
basis
points.
The
preferred
 
return
rate
is
adjusted
 
every
three
years
 
through
a negotiated
negotiated agreement with the Class A Interest 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.
 
To ensure availability
 
of funds, we maintain bank credit lines and have commercial paper programs
 
available to us in the United States
and Europe.
Certain
 
of
 
our
 
long-term
 
debt
 
agreements,
 
our
 
credit
 
facilities,
 
and
 
our
 
noncontrolling
 
interests
 
contain
 
restrictive
 
covenants.
 
As
 
of
February 26, 2023,25, 2024, we were in compliance with all of these covenants.
 
We
 
have $2,487
$812
million
 
of
long-term
debt
 
maturing
in
the
 
next
12
months
 
that
is
classified
 
as
current,
including
 
€500 million of750
 
1.00
percent fixed-rate notes due
April 27, 2023, €250
million of 0.00 percent
fixed-rate notes due May
16, 2023, €250 million
 
of floating-
rate notes due
May 16, 2023,
€500 million
of 0.00 percent
fixed-ratefloating-rate notes
 
due July 27,November
 
2023, and $4008, 2024.
 
million of
floating-rate notes
due October 17, 2023. 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.
CRITICAL ACCOUNTING ESTIMATES
Our significant accounting policies are described in Note 2
 
to the Consolidated Financial Statements included in
 
our Annual Report on
Form
 
10-K for
 
the fiscal
 
year ended
 
May 29,28,
 
2022.2023. The
 
accounting policies
 
used in
 
preparing our
 
interim fiscal
 
2023
2024 Consolidated
Financial
Statements
are
the
same
as
those
described
in
our
Form
10-K
with
the
exception
of
the
new
accounting
requirements
adopted in the first quarter of fiscal 2024. Please see Note 1
to the Consolidated Financial Statements are the same as those described in our Form 10-K.Part I, Item 1 of
this report for
additional information.
Our
 
critical
 
accounting
 
estimates
 
are
 
those
 
that
 
have
 
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,
 
stock-
based compensation,
 
income taxes,
 
and defined
 
benefit pension,
 
other postretirement
 
benefit, and
 
postemployment benefit
 
plans. The
assumptions and methodologies
 
used in the
 
determination of
 
those estimates as
 
of February 26,25,
 
2023,2024, are the
 
same as those
 
described
in our Annual Report on Form 10-K for the fiscal year ended May 29, 2022.28, 2023.
Our
 
annual
 
goodwill
 
and
 
indefinite-lived
 
intangible
 
assets
 
impairment
 
test
 
was
 
performed
 
on
 
the
 
first
 
day
 
of
 
the
 
second
 
quarter
 
of
fiscal 2024. As a
 
2023,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
restructuring,
impairment,
 
and
 
weother
exit
costs
in
our
Consolidated
Statements
of
Earnings.
Our
estimates
of
fair
value
for
goodwill
impairment
testing
were
 
determined
 
therebased
 
wason
 
noa
 
impairmentdiscounted
cash
flow
model
using
inputs
from
our
long-range
planning
process
to
determine
growth
rates
for
sales
and
profits.
Other
significant
assumptions
include
weighted
average
cost
 
of
 
capital
rates,
perpetuity
growth
assumptions, market comparables, and tax rates. The fair value is a Level 3
asset in the fair value hierarchy.
All other intangible
asset fair values
were substantially
in excess of
the carrying
values, except for
the
True Chews
and
Uncle Toby’s
brand intangible
assets. In
addition, while
having significant
coverage as
of our
fiscal 2024
assessment date,
the
Progresso
,
Nudges
,
Top
Chews
,
and
EPIC
brand
 
intangible
 
assets
 
as
their
related
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 2023
assessment date, the
Progresso
and
EPIC
brand intangible assets had
 
risk
of
decreasing
coverage.
 
We
 
will
continue
to
monitor
these
businesses
for
monitor these businesses for potential impairment.
RECENTLY
 
ISSUED ACCOUNTING PRONOUNCEMENTS
In
December
2022,
March 2024, the
 
Financial
Accounting
Standards
Board
(FASB)Securities and Exchange Commission
 
issued
optional
accounting
guidance
for
a
limited
period
of
time
to
ease
the
potential
burden
in
accounting
for
reference
rate
reform.
The
new
standard
provides
expedients
and
exceptions
to
existing accounting requirements
for contract modifications and
hedge accounting related to
transitioning from discontinued
reference
rates,
such
as
LIBOR,
to
alternative
reference
rates,
if
certain
criteria
are
met.
The
new
accounting
requirements
can
be
applied
through December 31, 2024. We
are in the process of reviewing our contracts and arrangements
that will be affected by a discontinued
reference rate and are analyzing the impact of this guidance final rules on our results of operations
and financial position.
In September 2022,
 
the FASB
issued Accounting Standards
Update (ASU) 2022-04
requiring enhanced disclosures
related to supplier
financing programs.
The ASU
requires disclosureenhancement and standardization
 
of theclimate-related
disclosures. The
 
key termsrules require
 
disclosure of, the
 
program andamong other
 
a rollforwardthings: material
 
of theclimate-related risks;
 
related obligationactivities to
 
duringmitigate or
adapt to
such
 
 
 
 
 
 
32
risks; governance
 
and management of
 
such risks; and
32
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 rules will become effective
on a phased-in timeline starting in fiscal years beginning
in calendar year 2025,
which for us is fiscal 2026. 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 annual period,process of analyzing the impact of the ASU on our related disclosures.
In
 
including November
2023,
the amount
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
 
obligations confirmed andhow
 
obligations subsequently paid.the
CODM
utilizes
segment
operating
profit
or
loss
to
assess
segment performance.
 
The new disclosure requirements
of the
ASU are effective
 
for fiscal yearsannual
periods beginning
 
after December 15, 2022,
 
with the exception15, 2023,
 
of the rollforward requirement,and interim
periods within
 
which is effective
for fiscal years beginning
 
beginning after
December 15,
 
2023, which2024. For
us, annual
reporting requirements
will be
effective for us
our fiscal
2025 and
interim reporting
requirements will
be effective
beginning with
our first
quarter of
fiscal 2026.
Early adoption
 
is the first quarterpermitted
and retrospective
 
of fiscal 2024 for
the primary requirement
and the
first quarter
of fiscal
2025 for
the rollforward
requirement. Early
adoptionapplication is
 
permitted. Werequired
 
have historicallyfor all
 
presented the
key terms
of these
programs
and the
associated obligation
outstanding.periods presented.
 
We
 
do notare in
 
expect thisthe process
of analyzing
the impact
of the
 
ASU to
have a
material
impact on
 
our financial
statements and related disclosures.
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.
Divestitures
 
gain, net
Net divestituresGoodwill impairment
Non-cash
 
gain primarilygoodwill
impairment
charge
 
related
to
our
Latin
America
reporting
unit
in
fiscal
2024.
Please
see
Note
4
to
 
the sale
of our
Helper main
meals and
Suddenly Salad
side dishes
business in
fiscal 2023.
Divestitures gain related
to the sale of our
interests in Yoplait
SAS, Yoplait
Marques SNC, and Liberté
Marques Sàrl and the
sale of a
European dough business in fiscal 2022. Please see Note 2 to the Consolidated
Financial Statements in Part I, Item 1 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.
Restructuring charges and project-related costs
Restructuring
charges
and
project-related
costs
related
to
commercial
strategy
restructuring
actions
and
previously
announced
restructuring actions
recorded in
fiscal 2024.
Restructuring charges
for previously
announced restructuring
actions recorded
in fiscal
2023. Please see Note 3 to the Consolidated Financial Statements in Part I, Item 1
of this report.
Investment activity, net
Valuation
adjustments of
certain corporate
investments in
fiscal 2024. Valuation
adjustments and the
loss on sale
of certain corporate
investments in fiscal 2023.
Mark-to-market effects
Net
 
mark-to-market
 
valuation
 
of
 
certain
 
commodity
 
positions
 
recognized
 
in
 
unallocated
 
corporate
 
items.
 
Please
 
see
 
Note
 
6
 
to
 
the
Consolidated Financial Statements in Part I, Item 1 of this report.
Investment activity,
net
Valuation
adjustments and the
loss on sale of
certain corporate investments
in fiscal 2023.
Valuation
adjustments and the
gain on sale
of certain corporate investments in fiscal 2022.
Product recall
Voluntary
recall costs recorded in fiscal 2023 related to certain international
Häagen-Dazs
 
ice cream products.
Restructuring charges
Restructuring charges
 
for previously announced
 
restructuring actions recorded
 
in fiscal 2023
 
and fiscal 2022.
Please see Note 3
to the
Consolidated Financial Statements in Part I, Item 1 of this report.
Acquisition integration costs
Integration costs
primarily resulting
from the acquisition
of TNT Crust
in fiscal 2023.
Integration costs
resulting from
the acquisition
of Tyson
Foods’ pet treats business
in fiscal 2022.
Please see Note
2 to the
Consolidated Financial Statements
in Part I,
Item 1 of
this
report.33
Transaction costs
Immaterial
transaction
costs
incurred
in
fiscal
2024.
Transaction
 
costs
 
primarily
 
related
 
to
 
the
 
sale
 
of
 
our
 
Helper
 
main
 
meals
 
and
Suddenly
Salad
side
dishes
 
business in fiscal 2023. Please
see Note 2 to the
Consolidated Financial Statements in Part
I, Item 1 of
this
report.
Acquisition integration costs
Integration
costs
primarily
resulting
from
the
acquisition
of
TNT
Crust
 
in
 
fiscal
 
2023.
Transaction
costs related
to the sale
of our
interests in
Yoplait
SAS, Yoplait
Marques SNC,2024
 
and Liberté
Marques Sàrl
and the sale
of
our
European
dough
businesses in
 
fiscal
 
2022.2023.
 
Please
see
 
Note
 
2
 
to
 
the
Consolidated Financial Statements in Part I, Item 1 of this report.
Divestitures gain, net
Net divestitures
 
Consolidatedgain primarily
 
Financialrelated to
 
Statementsthe sale
 
of our
Helper main
meals and
Suddenly Salad
side dishes
business in
 
Part
I,
Item
1
of
thisfiscal 2023.
report.
Non-income tax recovery
Recovery relatedPlease see Note 2 to a Brazil indirect tax item recordedthe Consolidated Financial Statements in fiscal 2022.
33Part I, Item 1 of this report.
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,
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.
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 basis.
Our adjusted operating profit margins are calculated as follows:
Quarter Ended
Feb. 26, 202325, 2024
Feb. 27, 202226, 2023
In Millions
Value
Percent of
Net Sales
Value
 
Percent of
Net Sales
Operating profit as reported
$
910.7
17.9
%
$
730.2
14.2
%
$Product recall, net
815.3(31.1)
18.0(0.6)
%
Divestitures gain, net1.1
(13.7)
(0.3)-
%
(170.1)Restructuring charges
(3.7)5.9
0.1
%
Mark-to-market effects2.1
66.6
1.3
%
20.0
0.4-
%
Investment activity, net
2.7
0.1
%
20.1
0.4
%
(11.1)Mark-to-market effects
(0.2)25.7
0.5
%
Product recall66.6
1.11.3
%
Project-related costs
0.5
-
%
-
-
%
Restructuring charges
2.1
-
%
9.3
0.2
%
Acquisition integration costs
0.7
-
%
4.3
0.1
%
Transaction costs
-
-
%
8.60.7
0.2-
%
Non-income tax recoveryDivestitures gain, net
-
-
%
0.2(13.7)
-(0.3)
%
Adjusted operating profit
$
807.0914.5
15.717.9
%
$
676.5807.0
14.915.7
%
Nine-Month Period Ended
Feb. 26, 202325, 2024
Feb. 27, 202226, 2023
In Millions
Value
 
Percent of
Net Sales
Value
 
Percent of
Net Sales
Operating profit as reported
$
2,652.5
17.5
%
$
2,615.6
17.4
%
$Goodwill impairment
2,459.7117.1
17.4
%
Divestitures gain, net
(444.6)
(3.0)
%
(170.1)
(1.2)
%
Mark-to-market effects
266.4
1.8
%
(16.2)
(0.1)
%
Investment activity, net
82.1
0.5
%
(20.9)
(0.1)
%
Product recall
25.5
0.20.8
%
-
-
%
Product recall, net
(30.7)
(0.2)
%
25.5
0.2
%
Restructuring charges
30.5
0.2
%
16.0
0.1
%
7.9Investment activity, net
0.125.2
0.2
%
82.1
0.5
%
Mark-to-market effects
5.9
-
%
266.4
1.8
%
Project-related costs
1.6
-
%
-
-
%
Transaction costs
0.6
-
%
2.0
-
%
Acquisition integration costs
0.2
-
%
5.0
-
%
20.2
0.1
%
Transaction costs
2.0
-
%
56.8
0.4
%
Non-income tax recoveryDivestitures gain, net
-
-
%
(20.4)(444.6)
(0.1)(3.0)
%
Adjusted operating profit
$
2,567.92,802.9
17.018.5
%
$
2,317.02,567.9
16.417.0
%
Note: Tables
 
may not foot due to rounding.
 
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
34
35
Adjusted Operating Profit Growth on a Constant-currency Basis
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.
 
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:
 
Quarter Ended
Nine-Month Period Ended
Feb. 26, 2023
Feb. 27, 2022
Change25, 2024
Feb. 26, 2023
Change
Feb. 27, 202225, 2024
Feb. 26, 2023
Change
Operating profit as reported
$
730.2910.7
$
815.3730.2
(10)25
%
$
2,615.62,652.5
$
2,459.72,615.6
61
%
Divestitures gain,Goodwill impairment
-
-
117.1
-
Product recall, net
(13.7)(31.1)
(170.1)1.1
(444.6)(30.7)
(170.1)25.5
Mark-to-market effectsRestructuring charges
66.65.9
20.02.1
266.430.5
(16.2)16.0
Investment activity, net
2.7
20.1
(11.1)25.2
82.1
(20.9)Mark-to-market effects
Product recall25.7
1.166.6
5.9
266.4
Project-related costs
0.5
-
25.51.6
-
Restructuring charges
2.1
9.3
16.0
7.9
Acquisition integration costs
0.7
4.3
5.0
20.2
Transaction costs
-
8.6-
0.6
2.0
56.8
Non-income tax recoveryAcquisition integration costs
-
0.7
0.2
5.0
Divestitures gain, net
-
(20.4)(13.7)
-
(444.6)
Adjusted operating profit
$
807.0914.5
$
676.5807.0
1913
%
$
2,567.92,802.9
$
2,317.02,567.9
119
%
Foreign currency exchange impact
(1)Flat
pt
(1)
ptFlat
Adjusted operating profit growth,
 
on a constant-currency basis
2014
%
119
%
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 Rates
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 rates follows:
 
Quarter Ended
Nine-Month Period Ended
Per Share Data
Feb. 26, 2023
Feb. 27, 2022
Change25, 2024
Feb. 26, 2023
Change
Feb. 27, 202225, 2024
Feb. 26, 2023
Change
Diluted earnings per share, as reported
$
0.921.17
$
1.080.92
(15)27
%
$
3.283.33
$
3.073.28
72
%
Divestitures gain,Goodwill impairment
-
-
0.14
-
Product recall, net
(0.08)(0.04)
(0.28)-
(0.62)
(0.28)
Mark-to-market effects
0.09(0.04)
0.03
0.34Restructuring charges
(0.02)0.01
-
0.04
0.02
Investment activity, net
0.03
(0.01)
0.11
(0.03)
Product recall
-
-
0.03
-0.03
Restructuring charges0.11
-Mark-to-market effects
0.020.04
0.020.09
0.01
0.34
Acquisition integration costs
-
0.01
0.01
0.03
Transaction costs-
-
0.01
-
0.07
Non-income tax recoveryDivestitures gain, net
-
-(0.08)
-
(0.02)(0.62)
Adjusted diluted earnings per share
$
0.971.17
$
0.840.97
1521
%
$
3.183.51
$
2.823.18
1310
%
Foreign currency exchange impact
(1)
pt
(1)
pt
Adjusted diluted earnings per share
 
growth, on a constant-currency basis
1722
%
1411
%
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.
 
 
 
 
 
 
 
 
 
 
 
35
36
Constant-currency After-tax Earnings from Joint Ventures
 
Growth Rates
 
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 rates on a constant-currency
 
basis are calculated as follows:
 
Percentage Change in
After-Tax
 
Earnings from Joint
Ventures
 
as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in After-Tax
Earnings from Joint Ventures
on Constant-Currency Basis
Quarter Ended Feb. 26, 202325, 2024
(58)42
%
(7)(22)
pts
(51)64
%
Nine-Month Period Ended Feb. 26, 202325, 2024
(37)14
%
(9)(11)
pts
(28)25
%
Note: Table may
 
not foot due to rounding.
Net Sales Growth Rates for Our Canada Operating Unit on Constant-currency
 
Basis
 
We
 
believe
 
that
 
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 rates for our Canada operating unit on a constant-currency
 
basis are calculated as follows:
 
Percentage Change in
Net Sales
as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in
Net Sales on Constant-
Currency Basis
Quarter Ended Feb. 26, 202325, 2024
28
%
(6)
ptsFlat
8
%
Nine-Month Period Ended Feb. 26, 202325, 2024
15
%
(6)(2)
pts
67
%
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
36
37
Our segments’ operating profit growth rates on a constant-currency
 
basis are calculated as follows:
 
Quarter Ended Feb. 26, 202325, 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
29(4)
%
Flat
29(4)
%
International
18(57)
%
(8)(4)
pts
27(53)
%
Pet
(7)25
%
Flat
(7)25
%
North America Foodservice
134(1)
%
Flat
134(1)
%
Nine-Month Period Ended Feb. 26, 202325, 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
24
%Flat
Flat
24
%Flat
International
(39)8
%
(6)
pts
(33)14
%
Pet
(13)10
%
Flat
(13)10
%
North America Foodservice
249
%
Flat
249
%
Note: Tables may not
 
foot due to rounding.
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:
 
 
Quarter Ended
 
Nine-Month Period Ended
Feb. 26, 2023
Feb. 27, 202225, 2024
Feb. 26, 2023
Feb. 27, 202225, 2024
Feb. 26, 2023
In Millions
(Except Per Share Data)
Pretax
Earnings
(a)
Income
Taxes
Pretax
Earnings
(a)
Income
Taxes
Pretax
Earnings
(a)
Income
Taxes
Pretax
Earnings
(a)
Income
Taxes
As reported
$
807.6
$
149.3
$
653.5
$
108.3
$
755.92,351.7
$
123.2458.5
$
2,403.1
$
471.5
$Goodwill impairment
2,269.0-
$-
451.8-
Divestitures gain,-
117.1
34.7
-
-
Product recall, net
(13.7)(31.1)
28.7(7.2)
(170.1)1.1
0.40.3
(444.6)(30.7)
(73.2)(7.1)
(170.1)25.5
0.45.9
Mark-to-market effectsRestructuring charges
66.65.9
15.3(1.2)
20.02.1
4.60.7
266.430.5
61.38.0
(16.2)16.0
(3.7)4.5
Investment activity, net
2.7
2.2
20.1
4.5
(11.1)25.2
(0.2)7.4
82.1
18.0
(20.9)Mark-to-market effects
0.325.7
Product recall
6.0
1.166.6
0.315.3
5.9
1.4
266.4
61.3
Project-related costs
0.5
0.1
-
-
25.51.6
5.90.5
-
-
Restructuring charges
2.1
0.7
9.3
1.7
16.0
4.5
7.9
3.6
Acquisition integration costs
0.7
0.1
4.3
1.0
5.0
1.1
20.2
4.6
Transaction costs
-
-
8.6-
(1.2)-
0.6
-
2.0
0.6
56.8
11.2
Non-income tax recoveryAcquisition integration costs
-
-
0.7
0.1
0.2
0.1
5.0
1.1
Divestitures gain, net
-
-
(20.4)(13.7)
(6.9)28.7
-
-
(444.6)
(73.2)
As adjusted
$
811.3
$
149.4
$
730.3
$
157.8
$
617.12,502.1
$
129.5503.6
$
2,355.4
$
489.6
$
2,126.3
$
461.3
Effective tax rate:
As reported
18.5%
16.6%
16.3%19.5%
19.6%
19.9%
As adjusted
18.4%
21.6%
21.0%20.1%
20.8%
21.7%
Sum of adjustment to
income taxes
$
0.1
$
49.5
$
6.445.1
$
18.1
$
9.5
Average number
 
of common
shares
shares - diluted EPS
572.8
599.0
612.4582.5
602.4
613.5
Impact of income tax adjustments
on adjusted diluted EPS
$
-
$
(0.08)
$
(0.01)(0.08)
$
(0.03)
$
(0.02)
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.
3738
Glossary
AOCI
. Accumulated other comprehensive income (loss).
Adjusted diluted EPS.
 
Diluted EPS adjusted for certain items affecting year-to-year
 
comparability.
Adjusted operating profit.
 
Operating profit adjusted for certain items affecting year-to-year
 
comparability.
Adjusted operating profit
 
margin.
Operating profit adjusted
 
for certain items
 
affecting year-over-year
 
comparability,
 
divided by net
sales.
Constant currency.
 
Financial results
 
translated to
 
United States
 
dollars using
 
constant foreign
 
currency exchange
 
rates based
 
on the
rates
 
in
 
effect
 
for
 
the
 
comparable
 
prior-year
 
period.
 
To
 
present
 
this
 
information,
 
current
 
period
 
results
 
for
 
entities
 
reporting
 
in
currencies other
 
than United
 
States dollars
 
are translated
 
into United
 
States dollars
 
at the
 
average exchange
 
rates in
 
effect during
 
the
corresponding
 
period
 
of
 
the
 
prior
 
fiscal
 
year,
 
rather
 
than
 
the
 
actual
 
average
 
exchange
 
rates
 
in
 
effect
 
during
 
the
 
current
 
fiscal
 
year.
Therefore,
 
the
 
foreign
 
currency
 
impact
 
is
 
equal
 
to
 
current
 
year
 
results
 
in
 
local
 
currencies
 
multiplied
 
by
 
the
 
change
 
in
 
the
 
average
foreign currency exchange rate between the current fiscal period and the corresponding
 
period of the prior fiscal year.
 
Core working capital.
 
Accounts receivable plus inventories less accounts payable.
Derivatives.
Financial instruments such
 
as futures, swaps,
 
options, and forward
 
contracts that we
 
use to manage
 
our risk arising
 
from
changes in commodity prices, interest rates, foreign exchange rates, and stock
 
prices.
Euribor.
 
Euro Interbank Offered Rate.
Fair value
 
hierarchy.
For purposes
 
of fair
 
value measurement,
 
we categorize
 
assets and
 
liabilities into
 
one of
 
three levels
 
based on
the assumptions
 
(inputs) used
 
in valuing
 
the asset or
 
liability.
 
Level 1 provides
 
the most reliable
 
measure of
 
fair value, while
 
Level 3
generally requires significant management judgment. The three levels are
 
are defined as follows:
 
Level 1:
 
Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2:
 
Observable inputs other than quoted prices included in
 
Level 1, such as quoted prices for similar assets or liabilities in
active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3:
 
Unobservable inputs reflecting management’s
 
assumptions about the inputs used in pricing the asset or liability.
Free cash flow.
 
Net cash provided by operating activities less purchases of land, buildings, and equipment.
Generally Accepted
 
Accounting Principles
 
(GAAP).
Guidelines, procedures,
 
and practices
 
that we
 
are required
 
to use in
 
recording
and reporting accounting information in our financial statements.
Goodwill.
The difference
 
between the purchase
 
price of acquired
 
companies plus the fair
 
value of any noncontrolling
 
and redeemable
interests and the related fair values of net assets acquired.
 
Gross margin.
 
Net sales less cost of sales.
Hedge accounting.
Accounting for qualifying
 
hedges that allows changes in
 
a hedging instrument’s
 
fair value to offset
 
corresponding
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.
Holistic Margin Management
 
(HMM).
 
Company-wide initiative to
 
use productivity savings, mix
 
management, and price realization
to offset input cost inflation, protect margins,
 
and generate funds to reinvest in sales-generating activities.
Interest
 
bearing
 
instruments.
Notes
 
payable,
 
long-term
 
debt,
 
including
 
current
 
portion,
 
cash
 
and
 
cash
 
equivalents,
 
and
 
certain
interest bearing investments classified within prepaid expenses and other current
 
assets and other assets.
LIBOR.
London Interbank Offered Rate.
 
Mark-to-market.
The act of determining a value for
 
financial instruments, commodity contracts, and
 
related assets or liabilities based
on the current market price for that item.
 
 
3839
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
 
are hedging affects earnings.
Net price realization.
The impact of list and promoted price changes, net of trade and other price
 
promotion costs.
Net realizable
 
value.
The estimated
 
selling price
 
in the
 
ordinary course
 
of business,
 
less reasonably
 
predictable costs
 
of completion,
disposal, and transportation.
 
Noncontrolling interests.
Interests of subsidiaries held by third parties.
 
Notional
 
amount.
The
 
amount
 
of
 
a
 
position
 
or
 
an
 
agreed
 
upon
 
amount
 
in
 
a
 
derivative
 
contract
 
on
 
which
 
the
 
value
 
of
 
financial
instruments are calculated.
OCI.
Other Comprehensive Income.
 
Organic net sales growth
. Net sales growth adjusted
 
for foreign currency translation,
 
acquisitions, divestitures and a
 
53
rd
 
fiscal week,
when applicable.
Project-related costs.
Costs incurred related to our restructuring initiatives not included in restructuring
 
charges.
Redeemable interest.
Interest of subsidiaries held by a third party
that can be redeemed outside of our
control and therefore cannot be
classified as a noncontrolling interest in equity.
Reporting unit
. An operating segment or a business one level below an operating
 
segment.
SOFR.
 
Secured Overnight Financing Rate.
Strategic
 
Revenue
 
Management
 
(SRM).
 
A
 
company-wide
 
capability
 
focused
 
on
 
generating
 
sustainable
 
benefits
 
from
 
net
 
price
realization
 
and
 
mix
 
by
 
identifying
 
and
 
executing
 
against
 
specific
 
opportunities
 
to
 
apply
 
tools
 
including
 
pricing,
 
sizing,
 
mix
management, and promotion optimization across each of our businesses.
Supply chain
 
input costs.
 
Costs incurred
 
to produce
 
and deliver
 
product,
 
including costs
 
for
 
ingredients
 
and
 
conversion, inventory
management, logistics, and warehousing.
Translation
 
adjustments.
The impact
 
of the conversion
 
of our foreign
 
affiliates’ financial
 
statements to United
 
States dollars
 
for the
purpose of consolidating our financial statements.
Variable
interest
entities (VIEs).
A legal
structure
that is
used for
business purposes
that either
(1) does
not have
equity investors
that have voting
rights and share in
all the entity’s
profits and losses or
(2) has equity
investors that do not
provide sufficient financial
resources to support the entity’s activities.
Working capital
. Current assets and current liabilities, all as of the last day of our fiscal year.
 
 
 
 
 
 
 
 
 
 
3940
CAUTIONARY STATEMENT
 
RELEVANT
 
TO FORWARD
 
-LOOKING INFORMATION
 
FOR THE PURPOSE OF “SAFE
HARBOR” PROVISIONS OF THE PRIVATE
 
SECURITIES LITIGATION
 
REFORM ACT OF 1995
This report
 
contains or
 
incorporates by
 
reference
 
forward-looking
 
statements within
 
the meaning
 
of the
 
Private Securities
 
Litigation
Reform Act
 
of 1995
 
that are
 
based on
 
our current
 
expectations and
 
assumptions. We
 
also may
 
make written
 
or oral
 
forward-looking
statements,
 
including
 
statements
 
contained
 
in
 
our
 
filings
 
with
 
the
 
Securities
 
and
 
Exchange
 
Commission
 
and
 
in
 
our
 
reports
 
to
stockholders.
The words or
 
phrases “will likely
 
result,” “are expected
 
to,” “will continue,”
 
“is anticipated,” “estimate,”
 
“plan,” “project,” or
 
similar
expressions identify
 
“forward-looking statements”
 
within the
 
meaning of
 
the Private
 
Securities Litigation
 
Reform Act
 
of 1995.
 
Such
statements are
 
subject to
 
certain risks
 
and uncertainties
 
that could
 
cause actual
 
results to
 
differ
 
materially from
 
historical results
 
and
those currently anticipated or projected. We
 
caution you not to place undue reliance on any such forward-looking statements.
In connection
 
with the “safe
 
harbor” provisions
 
of the Private
 
Securities Litigation
 
Reform Act of
 
1995, we are
 
identifying important
factors
 
that could
 
affect
 
our financial
 
performance
 
and could
 
cause our
 
actual results
 
in future
 
periods
 
to differ
 
materially
 
from any
current opinions or statements.
Our
future
results
could
 
be
affected
by
a
 
variety
of
factors,
such
 
as: the impact of the
COVID-19 pandemic on
our business, suppliers,
consumers,
customers,
and
employees;
 
disruptions
 
or
 
inefficiencies
 
in
 
the
 
supply
 
chain,
including
any
impact
of
the
COVID-19
pandemic;chain;
 
competitive
dynamics
in
the
consumer
foods
 
industry
and
the
markets
for
 
our products, including new product
 
products,
including
new
productintroductions, advertising activities,
introductions,
advertising
activities,
pricing
actions,
and
promotional
 
activities
of
our
competitors;
 
economic conditions, including
 
conditions,
including
changes
in
inflation
rates,
 
interest rates,
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
advertising
regulations,
and
litigation;
impairments
in
the
carrying
 
value of goodwill, other intangible assets, or other long
 
of
goodwill,
other
intangible-lived assets,
or other
long-lived assets,
or changes
in the
 
useful lives
 
of other
 
intangible assets;
 
changes in
 
accounting standards
and
 
and the impact
 
of critical
 
accounting estimates;
 
estimates; product
quality
 
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
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
 
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
 
failure or
breach of our information technology systems; foreign
 
our informationeconomic conditions,
technology systems;
foreign economic
conditions, including
currency rate
fluctuations; and
political unrest
in foreign markets
and economic uncertainty due to terrorism or war.
You
 
should also
 
consider the risk
 
factors that we
 
identify in Item
 
1A of Part
 
I of our
 
Annual Report on
 
Form 10-K for
 
the fiscal year
ended May 29, 202228, 2023, which could also affect our future results.
We undertake
 
no obligation to publicly revise any forward-looking
 
statements to reflect events or circumstances
 
after the date of those
statements or to reflect the occurrence of anticipated or unanticipated events.
Item 3.
 
Quantitative and Qualitative Disclosures About Market Risk.
 
The
 
estimated
 
maximum
 
potential
 
value-at-risk
 
arising
 
from
 
a
 
one-day
 
loss
 
in
 
fair
 
value
 
for
 
our
 
interest
 
rate,
 
foreign
 
exchange,
commodity, and equity
 
market-risk-sensitive instruments outstanding as of February 26, 2023,25, 2024,
 
was as follows:
 
In Millions
One-day Risk
of Loss
Change During
Nine-Month
Period Ended
Feb. 26, 202325, 2024
Analysis of Change
Interest rate instruments
$
4755
$
6(11)
RisingLower interest ratesrate volatility
Foreign currency instruments
3826
18(11)
IncreaseNet price stability in portfolio basis
Commodity instruments
95
(4)(3)
Decrease in commodity prices
Equity instruments
32
1(1)
Immaterial
For additional information, see Item 7A of Part II of our Annual Report on Form 10-K
 
for the fiscal year ended May 29, 2022.28, 2023.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4041
Item 4.
 
Controls and Procedures.
 
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
 
Securities
 
Exchange
 
Act
 
of
 
1934).
 
Based
 
on
 
our
 
evaluation,
 
our
 
Chief
 
Executive
 
Officer
 
and
 
Chief
 
Financial
Officer have concluded
 
that, as of February
 
26, 2023,25, 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
 
Securities Exchange
 
Act of
 
1934 is (1)
 
recorded, processed,
summarized,
 
and
 
reported
 
within
 
the
 
time
 
periods
 
specified
 
in
 
Securities
 
and
 
Exchange
 
Commission
 
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 Securities Exchange
 
Act
of 1934) during the quarter
 
the quarter ended February 25, 2024, that
 
26, 2023 that materially
affected, or are
 
reasonably likely to materially
 
materially affect, our
internal
control over financial reporting.
PART
 
II.
 
OTHER INFORMATION
Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds.
 
The
 
following
 
table
 
sets forth
 
information
 
with
 
respect
 
to
 
shares
 
of
 
our
 
common
 
stock
 
that we
 
purchased
 
during
 
the quarter
 
ended
February 26, 2023:25, 2024:
Period
Total
 
Number
 
of Shares
Purchased (a)
Average
Price Paid
Per Share
Total
 
Number of Shares
Purchased as Part of a Publicly
Announced Program (b)
Maximum Number of Shares
that may yet be Purchased
Under the Program (b)
November 28, 202227, 2023 -
December 31, 2023
2,167,357
$
65.65
2,167,357
63,863,833
January 1, 2024 -
January 1, 202328, 2024
1,961,4071,794,160
$64.76
84.611,794,160
1,961,407
88,860,531
January 2, 2023 -62,069,673
January 29, 20232024 -
1,016,544
82.85
1,016,544
87,843,987
January 30, 2023 -
February 26, 202325, 2024
2,330685,856
77.9965.03
2,330685,856
87,841,65761,383,817
Total
2,980,2814,647,373
$
84.0065.21
2,980,2814,647,373
87,841,65761,383,817
(a)
 
The total number
 
of shares purchased
 
includes shares of
 
common stock withheld
 
for the payment
 
of withholding taxes
 
upon the distribution
 
of
deferred option units.
(b)
 
On June
 
27, 2022,
 
our Board
 
of Directors approved
 
approved a
newan authorization
 
for the
 
repurchase of
 
up to
 
100,000,000 shares of
our common stock
and
terminated the
prior authorization.
Purchases can
be made
in the
open market
or in
privately negotiated
transactions, including
the use
 
of our
common stockcall
and terminated
the prior
authorization. Purchases
can be
made in
the open
market or
in privately
negotiated transactions,
including the
use of
call options
 
and
other
 
derivative
instruments,
 
Rule
10b5-1
 
trading
plans,
 
and
accelerated
 
repurchase
programs.
 
The
Board
 
did
not
 
specify
an
expiration date for the authorization.
Item 5.
Other Information.
During
the
fiscal
quarter
ended
February
25,
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.
 
4142
PART
 
II. OTHER INFORMATION
Item 6.
Exhibits.
3.1
 
31.1
 
31.2
 
32.1
 
32.2
 
101
Financial Statements
 
from the
 
Quarterly Report
 
on Form
 
10-Q of
 
the Company
 
for the
 
quarter ended
 
February 26,25,
2023,2024,
 
formatted
 
in
 
Inline
 
Extensible
 
Business
 
Reporting
 
Language:
 
(i)
 
Consolidated
 
Statements
 
of
 
Earnings;
 
(ii)
Consolidated
 
Statements
 
of
 
Comprehensive
 
Income,
 
(iii)
 
Consolidated
 
Balance
 
Sheets;
 
(iv)
 
Consolidated
Statements of
Total
 
Equity and RedeemableEquity; (v)
 
Interest; (v) Consolidated Statements
 
Statements of Cash
 
Flows; and (vi)
 
(vi) Notes
to Consolidated
Financial
Consolidated Financial Statements.
 
104
Cover Page, formatted in Inline Extensible Business Reporting Language
 
and contained in Exhibit 101.
 
 
4243
SIGNATURES
Pursuant
 
to
 
the
 
requirements
 
of
 
the
 
Securities
 
Exchange
 
Act
 
of
 
1934,
 
the
 
registrant
 
has
 
duly
 
caused
 
this
 
report
 
to
 
be
 
signed
 
on
 
its
behalf by the undersigned thereunto duly authorized.
 
GENERAL MILLS, INC.
(Registrant)
Date: March 23, 202320, 2024
/s/ Mark A. Pallot
Mark A. Pallot
Vice President, Chief Accounting
 
Officer
(Principal Accounting Officer and Duly Authorized
 
Officer)