filings.toolsItem 15. Exhibits and Financial Statement Schedules
18K characters. Original on sec.gov · Markdown
Item 15. Exhibits and Financial Statement Schedules
Financial Statements:
The following financial statements are included in Item 8 of this report:
Consolidated Statements of Earnings for the fiscal years ended May 25, 2025, May 26,
2024, and May 28, 2023.
Consolidated
Statements
of
Comprehensive
Income
for
the
fiscal
years
ended
May
25,
2025,
May
26,
2024,
and
May
28,
Consolidated Balance Sheets as of May 25, 2025 and May 26, 2024.
Consolidated Statements of Cash Flows for the fiscal years ended May 25, 2025,
May 26, 2024, and May 28, 2023.
Consolidated Statements of Total
Equity for the fiscal years ended May 25, 2025, May 26, 2024, and May 28, 2023.
Notes to Consolidated Financial Statements.
Report of Management Responsibilities.
Report of Independent Registered Public Accounting Firm. PCAOB ID:
.
Financial Statement Schedule:
For the fiscal years ended May 25, 2025, May 26, 2024, and May 28, 2023:
II – Valuation
and Qualifying Accounts
Exhibits
:
Exhibit No.
Description
Amended
and
Restated
Certificate
of
Incorporation
of
the
Company
(incorporated
herein
by
reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K filed October 1, 2021).
By-laws
of
the
Company
(incorporated
herein
by
reference
to
Exhibit
to
the
Company’s
Current Report on Form 8-K filed January 30, 2024).
Indenture,
dated
as
of
February
1,
1996,
between
the
Company
and
U.S.
Bank
National
Association
(f/k/a
First
Trust
of
Illinois,
National
Association)
(incorporated
herein
by
reference to
Exhibit 4.1
to the
Company’s
Registration Statement
on Form
S-3 filed
February
6, 1996 (File no. 333-00745)).
First Supplemental
Indenture, dated as
of May 18,
2009, between the
Company and U.S.
Bank
National
Association
(incorporated
herein
by
reference
to
Exhibit
4.2
to
Registrant’s
Annual
Report on Form 10-K for the fiscal year ended May 31, 2009).
Description of the Company’s
registered securities.
2001
Compensation
Plan
for
Non-Employee
Directors
(incorporated
herein
by
reference
to
Exhibit
10.2
to
the
Company’s
Quarterly
Report
on
Form
10-Q
for
the
fiscal
quarter
ended
August 29, 2010).
2006 Compensation Plan for Non-Employee Directors (incorporated
herein by reference to
Exhibit 10.5 to the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended
August 29, 2010).
2011
Stock
Compensation
Plan
(incorporated
herein
by
reference
to
Exhibit
10.6
to
the
Company’s Annual Report
on Form 10-K for the fiscal year ended May 31, 2015).
2011 Compensation Plan for Non-Employee
Directors (incorporated herein by reference to
Exhibit 10.2 to the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended
November 27, 2011).
2016
Compensation
Plan
for
Non-Employee
Directors
(incorporated
herein
by
reference
to
Exhibit
10.1
to
the
Company’s
Quarterly
Report
on
Form
10-Q
for
the
fiscal
quarter
ended
November 27, 2016).
Executive
Incentive
Plan
(incorporated
herein
by reference
to
Exhibit
10.1
to
the
Company’s
Quarterly Report on Form 10-Q for the fiscal quarter ended November
28, 2010).
Separation Pay
and Benefits
Program for
Officers (incorporated
herein by
reference to
Exhibit
10.1
to the
Company’s
Quarterly
Report
on
Form
10-Q
for the
fiscal
quarter
ended February
23, 2020).
Supplemental Savings Plan (incorporated
herein by reference to Exhibit
10.4 to the Company’s
Quarterly Report on Form 10-Q for the fiscal quarter ended February
28, 2021).
Supplemental
Retirement
Plan
(Grandfathered)
(incorporated
herein
by
reference
to
Exhibit
10.1
to the
Company’s
Quarterly
Report
on
Form
10-Q
for the
fiscal
quarter
ended February
28, 2021).
2005
Supplemental
Retirement
Plan
(incorporated
herein
by
reference
to
Exhibit
10.3
to
the
Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended February 28, 2021).
Deferred
Compensation
Plan
(Grandfathered)
(incorporated
herein
by
reference
to
Exhibit
10.14 to
the Company’s
Quarterly Report
on Form
10-Q for
the fiscal
quarter ended
February
22, 2009).
2005
Deferred
Compensation
Plan
(incorporated
herein
by
reference
to
Exhibit
10.5
to
the
Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended February 28, 2021).
Supplemental
Benefits
Trust
Agreement,
amended
and
restated
as
of
September
26,
1988,
between the Company and
Norwest Bank Minnesota, N.A. (incorporated
herein by reference to
Exhibit
10.3
to
the
Company’s
Quarterly
Report
on
Form
10-Q
for
the
fiscal
quarter
ended
November 27, 2011).
Supplemental Benefits Trust
Agreement, dated September 26,
1988, between the Company and
Norwest
Bank
Minnesota,
N.A.
(incorporated
herein
by
reference
to
Exhibit
10.4
to
the
Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended November 27, 2011).
Form
of
Performance
Share
Unit
Award
Agreement
(incorporated
herein
by
reference
to
Exhibit
10.1
to
the
Company’s
Quarterly
Report
on
Form
10-Q
for
the
fiscal
quarter
ended
August 27, 2023).
Form
of
Stock
Option
Agreement
(incorporated
herein
by
reference
to
Exhibit
10.2
to
the
Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended August 27, 2023).
Form of
Restricted Stock
Unit Agreement
(incorporated herein
by reference
to Exhibit
10.3
to
the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended August 27, 2023).
Deferred Compensation
Plan for Non-Employee
Directors (incorporated
herein by reference
to
Exhibit
10.1
to
the
Company’s
Quarterly
Report
on
Form
10-Q
for
the
fiscal
quarter
ended
November 26, 2017).
2017
Stock
Compensation
Plan
(incorporated
herein
by
reference
to
Exhibit
10.2
to
the
Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended November 26, 2017).
Supplemental
Retirement
Plan
I
(Grandfathered)
(incorporated
herein
by
reference
to
Exhibit
10.2
to the
Company’s
Quarterly
Report
on
Form
10-Q
for the
fiscal
quarter
ended February
28, 2021).
Supplemental
Retirement
Plan
I
(incorporated
herein
by
reference
to
Exhibit
10.6
to
the
Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended
February 28, 2021).
2022
Stock
Compensation
Plan
(incorporated
herein
by
reference
to
Exhibit
10.1
to
the
Company's Current Report on Form 8-K filed September 30, 2022).
Agreements,
dated
November
29,
1989,
by
and
between
the
Company
and
Nestle
S.A.
(incorporated
herein by
reference
to Exhibit
10.15 to
the Company’s
Annual Report
on Form
10-K for the fiscal year ended May 28, 2000).
Protocol
of
Cereal
Partners
Worldwide,
dated
November
21,
1989,
and
Addendum
No.
to
Protocol, dated
February 9,
1990, between
the Company
and Nestle
S.A. (incorporated
herein
by
reference
to
Exhibit
10.16
to
the
Company’s
Annual
Report
on
Form
10-K
for
the
fiscal
year ended May 27, 2001).
Addendum
No.
to
the
Protocol
of
Cereal
Partners
Worldwide,
dated
March
16,
1993,
between the Company and Nestle S.A. (incorporated
herein by reference to Exhibit 10.18 to the
Company’s Annual Report
on Form 10-K for the fiscal year ended May 30, 2004).
Addendum No. 3 to the Protocol of Cereal Partners Worldwide,
effective as of March 15, 1993,
between the
Company and
Nestle S.A. (incorporated
herein by reference
to Exhibit 10.2
to the
Company’s Annual Report
on Form 10-K for the fiscal year ended May 28, 2000).
Addendum
No.
4,
effective
as
August
1,
1998,
and
Addendum
No.
5,
effective
as
April
1,
2000,
to
the
Protocol
of
Cereal
Partners
Worldwide
between
the
Company
and
Nestle
S.A.
(incorporated
herein by
reference
to Exhibit
10.26 to
the Company’s
Annual Report
on Form
10-K for the fiscal year ended May 31, 2009).
Addendum
No.
to
the
Protocol
of
Cereal
Partners
Worldwide,
effective
January
1,
2010,
among the
Company,
Nestle S.A.,
and CPW
S.A. (incorporated
herein by
reference to
Exhibit
10.1
to the
Company’s
Quarterly
Report
on
Form
10-Q
for the
fiscal
quarter
ended February
28, 2010).
Five-Year
Credit
Agreement,
dated
as
of
October
9,
2024,
among
the
Company,
the
several
financial institutions
from time
to time
party to
the agreement,
and Bank
of America,
N.A., as
Administrative
Agent
(incorporated
herein
by
reference
to
Exhibit
to
the
Company’s
Current Report on Form 8-K filed October 15, 2024).
Form
of
Performance
Share
Unit
Award
Agreement
(incorporated
herein
by
reference
to
Exhibit
10.1
to
the
Company’s
Quarterly
Report
on
Form
10-Q
for
the
fiscal
quarter
ended
August 25, 2024).
Form
of
Stock
Option
Agreement
(incorporated
herein
by
reference
to
Exhibit
10.2
to
the
Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended August 25, 2024).
Form of Restricted Stock Unit Agreement (incorporated herein by
reference to Exhibit 10.3 to
the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended August 25, 2024).
Insider trading policies of the Company (incorporated herein by
reference to Exhibit 19.1 to the
Company’s Annual Report
on Form 10-K for the fiscal year ended May 26, 2024).
Subsidiaries of the Company.
Consent of Independent Registered Public Accounting Firm.
Certification of
Chief Executive
Officer pursuant
to Section
302 of
the Sarbanes-Oxley
Act of
Certification of
Chief Financial
Officer
pursuant to
Section 302
of the
Sarbanes-Oxley
Act of
Certification of
Chief Executive
Officer pursuant
to Section
906 of
the Sarbanes-Oxley
Act of
Certification of
Chief Financial
Officer
pursuant to
Section 906
of the
Sarbanes-Oxley
Act of
Mandatory Executive Compensation Clawback Policy (incorporated
herein by reference to
Exhibit 97.1 to the Company’s Annual
report on Form 10-K for the fiscal year ended May 26,
2024).
The following
materials from
the Company’s
Annual Report
on Form
10-K for
the fiscal
year
ended
May
25,
2025,
formatted
in
Inline
Extensible
Business
Reporting
Language:
(i)
the
Consolidated
Balance
Sheets;
(ii)
the
Consolidated
Statements
of
Earnings;
(iii)
the
Consolidated Statements
of Comprehensive
Income; (iv)
the Consolidated
Statements of
Total
Equity;
(v)
the
Consolidated
Statements
of
Cash
Flows;
(vi)
the
Notes
to
Consolidated
Financial Statements; and (vii) Schedule II – Valuation
of Qualifying Accounts.
Cover
Page,
formatted
in
Inline
Extensible
Business
Reporting
Language
and
contained
in
Exhibit 101.
Management contract or compensatory plan or arrangement required
to be filed as an exhibit pursuant to Item 15 of Form
10-K.
Confidential information has been omitted from the exhibit and filed
separately with the SEC pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain
instruments defining the rights of holders of our long-term debt are
not filed and, in lieu thereof, we agree to furnish copies to the SEC upon request.
Previous: Item 14. Principal Accountant Fees and Services · Next: Item 16. Form 10-K Summary